Sandeep Sahai
About Sandeep Sahai
Sandeep Sahai, 62, is Chief Executive Officer of Clearwater Analytics (CWAN) since July 2018 and a director since September 2016. He holds an engineering degree from IIT Varanasi and an MBA from IIM Kolkata, and previously led Solmark; headed Headstrong (President/COO then CEO); and was SVP, IT Solutions & Capital Markets at Genpact . Under his leadership, CWAN’s 2024 revenue grew 23% to $451.8M, Adjusted EBITDA rose 38% to $145.7M (32% margin), and net income was $427.6M; one-year TSR in 2024 was 108.5% versus 172.2% for the S&P IT sector; 2023 revenue grew 21% with Adjusted EBITDA up 30.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearwater Analytics | Chief Executive Officer; Director | CEO since Jul 2018; Director since Sep 2016 | Expanded globally; led consistent growth and enterprise wins |
| Solmark | Chief Executive Officer (lead partner) | 2014–Jun 2018 | Investment partnership leadership and deal execution |
| Headstrong | President & COO; then President & CEO | 2007–2009; 2009–2011 | Drove operations; led company through to sale to Genpact |
| Genpact | SVP, IT Solutions & Capital Markets | 2011–2014 | Scaled capital markets technology services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIM Software (Austria) | Director | 2015–2019 | Governance and growth in financial data mgmt |
| Simeio Solutions | Director | 2015–2020 | Oversight in identity/security services |
| Magic Software | Director | 2014–2018 | Governance at enterprise software company |
| Welsh, Carson, Anderson & Stowe | Operating Partner | Since 2014 | Value creation in technology investments |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 653,400 | 653,400 | 653,400 |
| Target Annual Bonus ($) | 784,080 | 784,080 | 784,080 |
| Actual Annual Bonus Paid ($) | 787,420 (paid Feb 2023) | 777,807 (paid Feb 2024) | 823,284 (paid Feb 2025) |
| Special/Discretionary Bonus ($) | — | — | 200,000 (one-time for 2024 achievements) |
Notes: 2024 “Special” was a one-time discretionary bonus; committee emphasized limiting such discretion to extraordinary circumstances .
Performance Compensation
Annual Cash Incentive – 2024 Scorecard Outcomes
| Metric | Target | Actual | Achievement % | Weighting |
|---|---|---|---|---|
| Revenue ($M) | 432.7 | 451.8 | 104% | Not disclosed |
| Adjusted EBITDA ($M) | 135.4 | 145.7 | 108% | Not disclosed |
| Non-GAAP Gross Profit ($M) | 335.1 | 353.5 | 105% | Not disclosed |
| NPS (Customer Satisfaction) | Qualitative | Strong result cited | N/A | Not disclosed |
| CEO Scorecard Result | — | — | 105% payout factor | N/A |
Payout determination: 105% of target ($784,080) → $823,284 paid for 2024 . 2023 CEO scorecard payout factor was 99% ($777,807) .
Equity Awards – Structure and Grants
| Feature | 2023 Awards | 2024 Awards | Vesting/Performance |
|---|---|---|---|
| Grant Date | 2/20/2023 | 2/28/2024 | Annual cycle upon revenue certification |
| Mix | 50% PSUs; 50% RSUs | 50% PSUs; 50% RSUs | Strategic growth + retention |
| CEO PSUs Granted (#) | 805,830 | 200,615 | PSUs: Earn 0–110% of one-third each year based on annual revenue growth (Threshold 18%=80%; Target 20–23%=100%; Max ≥23%=110%) |
| CEO RSUs Granted (#) | 805,831 | 200,616 | RSUs: 25% per year over 4 years, service-based |
| 2024 PSU Earned (2024 performance tranche) | Target achieved (Rev growth 22.7%) → 100% of the 2024 tranches earned | Same | Committee certified 2/19/2025 |
| Total PSUs Certified to CEO for 2024 performance across cycles (#) | — | 393,759 | Certified 2/19/2025 |
Committee reduced 2024 equity grant sizes materially versus 2023 and began transitioning to an annual cadence to bring SBC down as a % of revenue over time .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,099,558 Class A shares; <1% voting power |
| Options Outstanding (select grants) | 2018: 1,641,354 @ $4.40; 2020: 567,457 ex + 103,720 unex @ $4.40; 2021: 1,321,875 ex + 28,125 unex @ $12.40; expiries 2028–2031 |
| Options Exercisable within 60 days (4/25/2025) | 3,222,804 shares (gross) |
| Unvested RSUs at 12/31/2024 | 187,722; 604,373; 150,462 (selected lines) |
| Unearned/Unvested PSUs at 12/31/2024 | 295,471; 147,117 (max calc 110% basis for some lines) |
| 2024 Stock Activity (realized) | Shares acquired on option exercise: 533,014; value realized $10,949,637; RSU/PSU vesting: 739,233 shares; value realized $14,685,609 |
| 10b5-1 / Trading Plans | Form 4s filed in 2024 included sales under a Rule 10b5-1 plan (noted as late filings) |
| Ownership Guidelines | CEO must hold 6x base salary; measured annually; RSUs count; PSUs excluded |
| Hedging/Pledging | Hedging and pledging prohibited without pre-approval; short sales and options trading prohibited; 10b5-1 plans encouraged |
Alignment view: Large unvested RSUs/PSUs and substantial in-the-money options align long-term value creation; periodic vesting and prior exercises (and 10b5-1 activity) imply ongoing supply that could contribute to selling pressure windows .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; initial salary and target bonus specified; severance protections |
| Severance (No CIC) | CEO: 12 months base salary + target annual bonus (paid at normal bonus timing) |
| CIC Treatment – Equity | 2021 Plan RSUs/PSUs: Double trigger (CIC + qualifying termination) → vesting accelerates; Options (pre-IPO plan): single trigger CIC acceleration per IPO amendment |
| Potential Payments (if terminated w/o cause or for good reason in CIC) | Cash severance $1,437,480; accelerated equity $40,942,455 (vs $2,823,256 equity accel on CIC-only) |
| Good Reason / Cause | Detailed definitions include pay cuts, relocation >50 miles, duty diminution; Cause includes misconduct, policy breach, etc. (cure where applicable) |
| Restrictive Covenants | Non-compete 12 months; Non-solicit 12 months; Confidentiality and non-disparagement |
| Clawback | NYSE-compliant recoupment for restatements (3-year lookback) |
| 280G (Excise) | Parachute payments reduced to avoid 4999 excise tax; no tax gross-ups |
| Perquisites | Health insurance premiums included in “Other” comp; no outsized perks disclosed for CEO |
| Retirement/Deferred Comp | 401(k) with match; no SERP or deferred comp plan disclosed |
TRA Bonus: One-time TRA Settlement in Nov 2024 led to $1,616,959 payment to CEO (in “All Other Compensation”); TRA obligations terminated thereafter—no future TRA-based payouts .
Board Governance
- Role: CEO and Class II Director (term expires 2026). Board has separated Chair (Eric Lee) and CEO roles .
- Independence: All directors except Sahai are NYSE-independent; Board committees (Audit, Compensation, Nominating) fully independent .
- Committees: No committee assignments listed for Sahai (executive director) .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings .
- Dual-role implications: Executive-director status mitigated by independent committees and split Chair/CEO structure .
Director Compensation
Executive directors affiliated with management do not receive non-employee director retainers; director fees and RSUs apply to independent directors only .
Performance & Track Record (select)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($M) | 252.0 | 303.4 | 368.2 | 451.8 |
| Adjusted EBITDA ($M) | — | 81.1 | 105.9 | 145.7 |
| Adjusted EBITDA Margin (%) | — | 27 | 29 | 32 |
| Net Income ($M) | (8.09) | (6.70) | (23.08) | 427.59 |
| TSR ($ start=100) | 90.58 | 73.91 | 78.95 | 108.47 |
Additional operating KPIs: 2024 ARR $474.9M (+25%); GRR 98% (stable); NRR 116% (vs 107% 2023) .
Compensation Peer Group and Shareholder Feedback
- 2024 compensation decisions referenced a 20-company peer set (e.g., PCTY, QTWO, GWRE, VERX, CCCS, etc.) with size/sector screens; Aon is the comp consultant since Oct 2023 .
- Say-on-Pay: ~92% approval in June 2024; in response, equity grant sizes were reduced in 2024 and cadence shifted to annual to lower SBC/revenue over time .
Risk Indicators & Red Flags
- Material weakness remediation: 2024 scorecards added Stat Reporting and Compliance after a 2023 material weakness disclosure; improvement is a focus area in incentives .
- One-time awards: 2024 discretionary cash bonus; TRA settlement-driven payments in 2024—both non-recurring but notable .
- Equity overhang/flow: Significant options in-the-money and ongoing RSU/PSU vesting; 2024 realized sales and 10b5-1 trades may create periodic supply; anti-hedging/pledging policy mitigates alignment concerns .
- Governance: Independent committees and split Chair/CEO structure; majority independent board .
Investment Implications
- Pay-performance alignment: CEO’s variable pay is driven by clear operating targets (revenue, EBITDA, profitability, NPS) and multi-year PSUs tied to annual revenue growth; 2024 scorecard payout (105%) tracked above-target execution, and PSUs earned at target with 22.7% revenue growth .
- Retention vs dilution: 2024 equity awards were materially reduced vs 2023 and cadence moved to annual, balancing retention “glue” with SBC/revenue discipline; ownership guidelines (6x salary) and anti-pledging bolster alignment .
- Selling pressure: Large outstanding options and regular RSU/PSU settlements, coupled with disclosed Rule 10b5-1 activity and sizable 2024 exercises, suggest periodic insider supply; monitor trading plans and vesting calendars around earnings/events .
- Change-in-control economics: Double-trigger for 2021 plan awards and defined severance terms ($1.44M cash, ~$41M equity accel on CIC+termination; limited accel on CIC-only) temper windfall risk while protecting continuity .
- Governance trajectory: No longer a controlled company; fully independent committees and strong Say-on-Pay support (92%) indicate constructive shareholder alignment; continued focus on internal control robustness is a watch item given the 2023 material weakness addressed in 2024 scorecards .