Mukesh Aghi
About Mukesh Aghi
Mukesh Aghi is a Class I director nominee at Clearwater Analytics expected to join the Board and the Audit Committee upon election at the June 23, 2025 Annual Meeting, with a three-year term expiring at the 2028 Annual Meeting; the Board has determined he is independent and an “audit committee financial expert” under SEC rules, with requisite financial sophistication under NYSE standards . He is President & CEO of the US‑India Strategic Partnership Forum (since 2017) and Executive Chairman of Kore.ai (since September 2023), with prior leadership roles at US‑India Business Council, L&T Infotech, Steria (APAC), Universitas 21 Global, IBM India, Ariba, and JD Edwards; his education includes an advanced management diploma (Harvard Business School), Ph.D. (Claremont Graduate University), MBA (Andrews University), and BA (Middle East College, Beirut) and he currently serves as a trustee at Claremont Graduate University . Shareholders elected Aghi with strong support: 472,900,372 votes “For” vs. 3,530,909 “Withheld” (broker non‑votes 11,786,032) at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US–India Business Council | President | Not disclosed | Senior leadership in bilateral business relations |
| L&T Infotech | Chief Executive and Director | Not disclosed | Technology and services leadership |
| Steria, Inc. (India), Asia-Pacific | Chairman & CEO (APAC) | Not disclosed | Regional leadership across APAC |
| Universitas 21 Global | Founding CEO | Not disclosed | Built online education venture |
| IBM India (IBM Corporation) | President | Not disclosed | Enterprise technology operations in India |
| Ariba, Inc.; JD Edwards & Co. | Senior roles (not specified) | Not disclosed | Enterprise software experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US‑India Strategic Partnership Forum | President & CEO | 2017–present | Policy and business advocacy leadership |
| Kore.ai | Executive Chairman | Sep 2023–present | Agentic generative AI in enterprise; technology oversight |
| Claremont Graduate University | Trustee | Current | Governance role in academia |
Board Governance
- Committee assignments: expected Audit Committee member; post‑meeting composition will be Aigrain (Chair), Aghi, and Jones .
- Independence: Board determined Aghi is independent under NYSE rules and Rule 10A‑3; Audit, Compensation, and Nominating committees are fully independent .
- Audit Committee financial expert: Board determined Aghi meets SEC “audit committee financial expert” criteria and NYSE financial sophistication .
- Board structure and activity: Board held 8 meetings in 2024; Audit 9; Compensation 4; Nominating 4; each director met at least 75% attendance—Aghi was not yet on the Board in 2024 .
- Election outcome signal: Aghi received 472.9M votes “For” and only 3.53M “Withheld,” indicating high investor support .
2025 Director Election Voting Results
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Mukesh Aghi | 472,900,372.90 | 3,530,909 | 11,786,032 |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | For directors not affiliated with Principal Equity Owners |
| Audit Committee Member Retainer | $10,000 | Eligible upon appointment to Audit Committee |
| Audit Committee Chair Retainer | $20,000 | Not applicable to Aghi (Aigrain to serve as Chair) |
| Meeting Fees | Not standard; special committees may receive meeting fees (e.g., $3,000 per meeting in 2024 for TRA special committee, as applicable to other directors) |
Performance Compensation
| Equity Award | Value | Grant Timing/Calculation | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs | $200,000 | Granted on Annual Meeting date; number of RSUs = $200,000 ÷ 10‑day average closing price pre‑grant | Vest at next annual meeting | Aghi to receive annual RSUs at 2025 Annual Meeting with vesting at 2026 Annual Meeting |
| New Director Joining RSUs | 1.75 × $200,000 = $350,000 | Granted at joining (for directors not affiliated with Principal Equity Owners) | Vests one‑third on each of first three anniversaries | Structure adopted Feb 2025 |
| Additional RSUs for Serving Directors | 0.75 × $200,000 = $150,000 | Issued at 2025 Annual Meeting to serving directors (not affiliated with Principal Equity Owners) | Vests one‑third annually over three years | Board resolution Feb 2025 |
No performance‑based metrics (e.g., revenue growth, EBITDA, TSR) are tied to director equity; grants are time‑based RSUs under the director program .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Kore.ai | Private | Executive Chairman | No Clearwater‑related transactions disclosed; Audit Committee oversees any related party transactions |
| US‑India Strategic Partnership Forum | Non‑profit | President & CEO | Policy organization; no Clearwater transactions disclosed |
| Claremont Graduate University | Academic | Trustee | No Clearwater transactions disclosed |
- Related party transaction oversight: Audit Committee must pre‑approve related party transactions under Company policy; specific exceptions are limited and documented .
- No related‑party transactions involving Aghi were disclosed in the proxy .
Expertise & Qualifications
- Extensive CEO and global technology leadership experience; current Executive Chairman in enterprise AI (Kore.ai), adding relevant domain oversight .
- Financial sophistication and SEC‑defined “audit committee financial expert,” supporting robust Audit Committee oversight .
- Education: advanced management diploma (Harvard), Ph.D. (Claremont Graduate University), MBA (Andrews University), BA (Middle East College, Beirut) .
- Board fit: Nominating Committee cited leadership in technology, strategy, and AI as rationale for nomination .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership reported (as of Apr 25, 2025) | Aghi does not appear in the beneficial ownership table; nominees were included where applicable—no Aghi holdings disclosed |
| Ownership % | Not disclosed; below reporting threshold if not listed |
| Director stock ownership guidelines | Directors not affiliated with Principal Equity Owners must hold ≥5× annual cash retainer within a five‑year phase‑in that began in September 2022 |
| Anti‑hedging/anti‑pledging | Hedging and pledging are prohibited absent pre‑approval; short sales and publicly‑traded options are prohibited |
Governance Assessment
- Board effectiveness: Aghi’s independence and audit‑committee‑financial‑expert status strengthen Clearwater’s audit oversight and risk management, including cybersecurity and related‑party review .
- Investor confidence signal: Strong election support (472.9M “For”) suggests shareholder alignment with his appointment and skill set .
- Compensation alignment: Director pay mixes modest cash ($50k for Board+Audit Committee) with meaningful equity (annual $200k RSUs and a $350k joining grant), reinforcing long‑term alignment via time‑based vesting; no options or performance metrics for directors, consistent with governance norms .
- Independence & conflicts: No related‑party transactions disclosed involving Aghi; Company policy mandates Audit Committee pre‑approval and bans hedging/pledging, mitigating alignment and conflict risks .
RED FLAGS
- None disclosed specific to Aghi: no related‑party transactions, pledging, hedging, or Section 16 compliance issues reported for him in the proxy and recent filings .
- Monitoring considerations: As Executive Chairman of Kore.ai, ensure ongoing Audit Committee oversight if Clearwater engages in transactions or partnerships with Kore.ai or organizations where Aghi has roles; Company policy requires pre‑approval for related party transactions .
Committee Landscape (for context)
| Committee | Members (as of Apr 29, 2025) | Chair | Independence |
|---|---|---|---|
| Audit | Corbet; Aigrain; Jones | Corbet | Fully independent |
| Audit (post‑election expected) | Aigrain; Aghi; Jones | Aigrain | Fully independent; Aghi is financial expert |
| Compensation | Lee; Davis; Mackesy; Young | Lee | Fully independent |
| Nominating & Corporate Governance | Lee; Davis; Hooper; Young | Lee | Fully independent |
Board Activity (2024)
| Body | Meetings Held |
|---|---|
| Board | 8 |
| Audit Committee | 9 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 4 |
| Attendance Policy/Outcome | Each director attended ≥75% of meetings during their tenure |
Shareholders voted “FOR” the election of Aghi, Aigrain, and Jones, and “FOR” ratification of KPMG; voting classes and record date details are disclosed in the proxy and 8‑K .