Souvik Das
About Souvik Das
Souvik Das is Clearwater Analytics’ Chief Technology Officer, serving since August 2021; he is 53 and holds a B.Tech. in Computer Science & Engineering from IIT Kharagpur and an M.S. in Computer Science from the University of Georgia . Company performance during his tenure included 2024 revenue of $451.8M (+23% YoY), Adjusted EBITDA of $145.7M (+38% YoY) with 32% margin, ARR of $474.9M (+25% YoY), and NRR of 116% (vs. 107% in 2023) . Clearwater’s pay-versus-performance disclosure shows the value of a $100 initial investment (TSR) at $108.47 in 2024 (vs. $78.95 in 2023) alongside net income of $427.6M and revenue of $451.8M in 2024 . Mr. Das’ 2024 scorecard emphasized revenue/bookings growth, platform stability, NPS/ESS, and contributed to a 90% achievement outcome for his annual incentive .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zenefits | Chief Technology Officer | Oct 2017 – Jul 2021 | Led engineering, information security, IT, and business technology teams; enterprise-scale SaaS execution . |
| Grand Rounds | SVP Engineering | May 2016 – Sep 2017 | Senior engineering leadership in health-tech; platform development and scale . |
External Roles
- No public company directorships or external board roles disclosed in the proxy materials for Mr. Das .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 440,000 |
| Target Annual Incentive ($) | 225,000 | 264,000 |
| Actual Annual Incentive Payout ($) | 220,500 (paid Feb-2024 for FY23) | 237,600 (90% scorecard; paid Feb-2025 for FY24) |
| Special Discretionary Bonus ($) | 99,500 | 100,000 (one-time for 2024 achievements) |
Performance Compensation
Annual Cash Incentive (Scorecard) – FY2024
| Metric | Target | Actual | Achievement | Notes |
|---|---|---|---|---|
| Revenue ($M) | 432.7 | 451.8 | 104% | Company-wide metric; in CTO scorecard . |
| Adjusted EBITDA ($M) | 135.4 | 145.7 | 108% | Profitability focus; in scorecards . |
| Non-GAAP Gross Profit ($M) | 335.1 | 353.5 | 105% | Margin expansion metric . |
| CTO Scorecard Result | — | — | 90% | Metrics included revenue, bookings, NPS, ESS, platform stability (SLA, availability) . |
| Payout ($) | — | — | — | $237,600 (90% × $264,000 target) . |
- One-time discretionary bonus of $100,000 awarded for 2024 achievements (board-approved in 2025) .
Equity Incentives – Design and 2024 Grants
| Element | 2024 Grant | Vesting | Performance Structure / Rationale |
|---|---|---|---|
| PSUs | 75,000 shares (grant-date FV $1,458,000) | Earn 33.33% each year of 3-year period (2024–2026), subject to continued employment | Metric: 1-year revenue growth; Threshold 18% → 80% earn; Target 20–23% → 100%; Max ≥23% → 110% . |
| RSUs | 75,000 shares (grant-date FV $1,458,000) | Time-based; 25% per year over 4 years | Retention, alignment with shareholders . |
- 2024 Company revenue growth was 22.7%, resulting in PSU tranche for 2024 earned at 100% of target; Mr. Das’ 2024 PSU certification credited 118,750 PSUs across his multi-year grants (paid Feb-2025) .
- Mix shift and expense discipline: 2024 grants to NEOs, including Das, were materially reduced vs 2023 to lower SBC as % of revenue and move to an annual grant cadence .
Equity Grant History – Counts
| Year | PSUs (#) | RSUs (#) |
|---|---|---|
| 2023 | 300,000 | 300,000 |
| 2024 | 75,000 | 75,000 |
Equity Ownership & Alignment
- Beneficial Ownership: 616,911 shares beneficially owned; includes 479,167 options exercisable within 60 days; ownership <1% .
- Stock Ownership Guidelines: Executives must hold shares equal to 2× base salary within 5 years; RSUs count; PSUs do not. Das’ 5-year phase-in runs from his 2021 appointment .
- Anti-Hedging/Pledging: Company prohibits short sales, hedging, and pledging without pre-approval; strong alignment control .
Outstanding Awards at 12/31/2024 (select items; $27.52 closing price reference)
| Award Type | Grant Date | Unvested/Outstanding | Key Terms |
|---|---|---|---|
| Stock Options | 08/02/2021 | 416,667 exercisable; 83,333 unexercisable; $17.84 strike; exp. 08/02/2031 | Time-vested; in-the-money at $27.52 (value not computed) . |
| RSUs | 09/24/2021 | 9,375 unvested; $258,000 MV | Time-vest per plan . |
| RSUs | 03/18/2022 | 18,750 unvested; $516,000 MV | Time-vest per plan . |
| RSUs | 02/20/2023 | 225,000 unvested; $6,192,000 MV | Annual installments; 4-year schedule . |
| RSUs | 02/28/2024 | 56,250 unvested; $1,548,000 MV | Quarterly/annual per plan; 4-year schedule . |
| PSUs (unearned) | 02/20/2023 | 110,000 target unearned; $3,027,200 MV at max earn assumption in table | Earned annually vs revenue growth; double-trigger in CoC . |
| PSUs (unearned) | 02/28/2024 | 55,000 target unearned; $1,513,600 MV at max earn assumption in table | Earned annually vs revenue growth . |
Vesting/Supply signals:
- Shares acquired on vesting in 2024: 226,562 shares; value realized $4,509,504 (vested RSUs/PSUs) .
- Option exercises in 2024: none for Mr. Das (0) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment & Start | CTO since Aug 2021; at-will employment with written agreement . |
| Severance (No CoC) | 3 months’ base salary for termination without cause or for good reason (Mr. Das) . |
| Severance (With CoC) | 3 months’ base salary; equity acceleration per plan if terminated in connection with CoC . |
| Equity Acceleration | Double-trigger for RSUs/PSUs under 2021 Plan (termination in connection with CoC); certain pre-IPO options accelerate on CoC or when WCAS <5% . |
| Change-in-Control Economics (Illustrative, as of 12/31/2024) | Accelerated equity value if terminated in connection with CoC: $13,861,463; CoC without termination (legacy options): $806,663 . |
| Non-Compete / Non-Solicit | 12-month non-compete post-employment; 18-month non-solicit; perpetual confidentiality; mutual non-disparagement for certain executives . |
| Clawback | NYSE-compliant 3-year restatement-based recovery of incentive comp; applies to equity and cash . |
| 280G | “Cutback” to avoid excise taxes (no gross-ups) . |
Compensation Structure Analysis
- Pay mix and SBC discipline: 2024 equity grants to NEOs were significantly reduced vs 2023 and transitioned to annual cadence to reduce SBC as a % of revenue; Mr. Das’ RSUs/PSUs declined from 300,000/300,000 in 2023 to 75,000/75,000 in 2024 .
- 2024 cash incentives remained performance-linked; Mr. Das’ scorecard achieved 90% with payout $237,600; Board also approved a one-time $100,000 bonus for 2024 achievements .
- Options: Company has not granted options to NEOs since prior to the IPO; equity today is PSUs/RSUs, reducing risk of option repricing and aligning to growth/margin outcomes .
Compensation Peer Group and Governance
- Peer Group used for 2024 decisions (selected): APPF, BL, BRZE, CCCS, CFLT, DV, GWRE, NCNO, PCTY, QTWO, SPT, SMAR, VERX, VRNS, ASAN, PD, FROG, ALKT, SPT, AI (full list in proxy) .
- Independent consultant: Aon Human Capital Solutions retained since Oct 2023; Committee determined no advisor conflicts .
- Say-on-Pay: ~92% approval at June 2024 meeting; Committee responded by reducing equity grant sizes and moving to annual cadence .
Risk Indicators & Red Flags
- Material Weakness Remediation: Added “Stat Reporting & Compliance” to 2024 scorecards to drive remediation of 2023 material weakness — governance-positive design .
- Section 16(a) Compliance: One late Form 4 for Mr. Das (PSU vesting reported Mar 1, 2024); other officers had late filings as noted .
- Anti-Hedging/Pledging: Prohibited without pre-approval; shorting and derivatives are disallowed .
- Tax Gross-Ups: None disclosed; 280G cutback applies .
- Option Repricing: Not permitted without shareholder approval; no options granted to NEOs since before IPO .
Equity Ownership & Beneficial Interest Detail
| Item | Detail |
|---|---|
| Beneficial Ownership | 616,911 shares; <1% of outstanding; includes 479,167 options exercisable within 60 days . |
| Ownership Guidelines | 2× salary within 5 years; RSUs count; PSUs excluded . |
| 2024 Vesting Flows | 226,562 shares vested; $4,509,504 value realized . |
| Insider Trading Plans | Company encourages 10b5-1 plans; trading policy governs executives . |
Performance & Track Record (Company-level, FY2024)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($M) | 368.2 | 451.8 |
| ARR ($M) | 379.1 | 474.9 |
| NRR (%) | 107 | 116 |
| Adjusted EBITDA ($M) | 105.9 | 145.7 |
| Adjusted EBITDA Margin (%) | 29 | 32 |
| TSR – $100 Investment ($) | 78.95 (2023) | 108.47 (2024) |
Employment Terms (Severance & CoC) – Quantification Snapshot
| Scenario (as of 12/31/2024) | Cash Severance ($) | Equity Acceleration ($) |
|---|---|---|
| Termination w/o Cause or for Good Reason (no CoC) | 110,000 | — |
| Termination w/o Cause or for Good Reason in Connection with CoC | 110,000 | 13,861,463 |
| CoC (no termination) | — | 806,663 (legacy options) |
Related Items
- TRA Bonus: Mr. Das received $99,500 in 2024 under the TRA Bonus arrangements tied to the 2024 TRA buyout; the company terminated future TRA obligations with a ~$72.5M settlement .
- Clawback and Ownership Policies: Executive clawback adopted; ownership rules and anti-hedging/pledging policies in force .
Investment Implications
- Alignment and retention: Large unvested RSUs/PSUs and 2×-salary ownership guideline support alignment; double-trigger vesting reduces windfall risk, while significant unvested equity provides retention “glue” for a scale CTO .
- Execution-linked pay: Annual cash and PSUs are anchored to revenue growth, profitability, customer outcomes (NPS/NRR), and platform stability—consistent with a mission-critical SaaS platform; 2024 scorecard result (90%) and PSU target earn reinforce pay-for-performance .
- Supply/overhang: 2025–2026 vesting cadence (RSUs/PSUs) and substantial 2024 vesting ($4.5M) could contribute to episodic insider selling pressure, though 10b5-1 usage and policy constraints may moderate flows .
- Governance and risk: Policies prohibit hedging/pledging; no tax gross-ups; remediation of 2023 material weakness embedded into incentives indicates governance responsiveness; one late Form 4 (administrative) noted for Mr. Das .
- Structural changes to pay: 2024 equity reduction and annual cadence are shareholder-friendly given prior SBC levels; say-on-pay at ~92% indicates broad investor support for the program’s direction .