Eileen Schloss
SprinklrAbout Eileen Schloss
Eileen Schloss (age 71) has served on Sprinklr’s (CXM) board since January 2022 and is the Lead Independent Director. She is chair of Sprinklr’s Nominating and Corporate Governance Committee and a member of the Compensation Committee. She holds a B.S. in Organizational Behavior (University of San Francisco) and an M.S. in Technology Management (Pepperdine), was named to the NACD Directorship 100 in 2022, and obtained NACD Directorship Certification in March 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International Corporation | Operations Advisor | Dec 2019–Present | Private equity operating advisor; compensation and change initiatives experience noted in Sprinklr bio |
| Medidata Solutions, Inc. | EVP, Human Resources & Real Estate | 2012–Mar 2017 | Led HR and real estate; experience with acquisitions and change initiatives |
| Rovi Corporation | EVP, Human Resources | 2007–2012 | Executive HR leadership |
| Caspian Networks, Inc. | VP, Administration | 2002–2006 | Administration leadership |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| CCC Intelligent Solutions, Inc. | Director | Current | Chair of Compensation Committee |
| Advent International Corporation | Operations Advisor | Dec 2019–Present | Advisory role (not a directorship) |
Board Governance
- Independence: The board affirmatively determined Schloss is “independent” under NYSE standards and SEC rules; she is also independent for compensation committee service .
- Lead Independent Director: Schloss is LID; responsibilities include agenda-setting with CEO, moderating executive sessions, presiding when chair absent or CEO/board compensation discussed, liaison to independent directors, and stockholder engagement availability .
- Committee assignments: Chair, Nominating & Corporate Governance (members: Kanouff, Schloss, Agrawal) ; Member, Compensation Committee (members since Jan 29, 2025: Schloss, Haverty, Ward, Wasim; Chair: Wasim) .
- Attendance and engagement: FY2025 board met 9 times; compensation committee met 8 times; nominating & governance met 5 times. Each director attended ≥75% of aggregate board and committee meetings; Schloss presides over independent directors’ executive sessions .
Committee Assignments and Roles
| Committee | Role | Independence Status | Notes |
|---|---|---|---|
| Compensation Committee | Member | Independent for comp committee | Composition since Jan 29, 2025: Schloss, Haverty, Ward, Wasim (Chair) |
| Nominating & Corporate Governance | Chair | Independent | Members: Kanouff, Schloss, Agrawal |
| Lead Independent Director | Lead Independent Director | Independent | Duties include agenda-setting, executive sessions, liaison to CEO, and stockholder consultation |
Board & Committee Meetings (FY2025)
| Body | Meetings Held | Attendance (Schloss) |
|---|---|---|
| Board of Directors | 9 | ≥75% of aggregate board+committee meetings for all directors |
| Compensation Committee | 8 | ≥75% |
| Nominating & Corporate Governance Committee | 5 | ≥75% |
Fixed Compensation
| Component | Policy Rate | Schloss FY2025 Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 per year | Included in $58,000 fees earned |
| Compensation Committee member fee | $8,000 per year (non-chair) | Included in $58,000 fees earned |
| Nominating & Corporate Governance Committee chair fee | $10,000 per year (chair) | Included in $58,000 fees earned |
| Total cash fees earned | — | $58,000 |
Notes:
- Directors may elect RSUs in lieu of cash (“retainer grant”) vesting quarterly, but Schloss’s FY2025 line item shows cash paid (no equity-in-lieu election reflected for her cash fees) .
Performance Compensation
| Award Type | Grant-date value | Vesting Terms | Change-of-Control Treatment | FY2025 Stock Awards (Aggregate) |
|---|---|---|---|---|
| Annual RSU grant (non-employee director) | $200,000 | Vests in full on earlier of first anniversary or day prior to next annual meeting, subject to service | Vests in full upon change in control | Included in $299,993 aggregate fair value |
| Lead Independent Director annual RSU (additional) | $100,000 | Same as annual RSU vesting | Vests in full upon change in control | Included in $299,993 aggregate fair value |
| Retainer grant (equity in lieu of cash, if elected) | Converts cash fees to RSUs | Vests in four quarterly installments | Vests in full upon change in control | Not reflected in Schloss’s cash fees line |
| Aggregate stock awards (ASC 718 fair value) | — | — | — | $299,993 |
Additional governance provisions:
- Compensation committee oversees clawback policy compliance .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock with Sprinklr | Notes |
|---|---|---|---|
| CCC Intelligent Solutions, Inc. | Public company directorship | None disclosed | Schloss chairs CCC’s compensation committee |
| Advent International | PE advisory role | None disclosed | No related-party transactions involving Advent disclosed in CXM proxy |
Expertise & Qualifications
- Skills matrix indicates Schloss brings executive leadership, other public company board experience, software/technology industry experience, growth/scale experience, financial experience, international business experience, and M&A experience .
- Education and credentials: B.S. Organizational Behavior (USF), M.S. Technology Management (Pepperdine), NACD 100 (2022), NACD Directorship Certification (Mar 2023) .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Class A common stock owned | 66,042 shares | Direct beneficial ownership as of Apr 15, 2025 |
| RSUs vesting within 60 days | 33,783 shares | Class A RSUs due to vest within 60 days of Apr 15, 2025 |
| Options exercisable within 60 days | 45,000 shares of Class B | Currently exercisable or within 60 days |
| Stock ownership guidelines | 3.0x annual cash retainer for non-employee directors | All directors met or are within compliance period as of Jan 31, 2025 |
| Hedging/pledging policy | Prohibited (short sales, derivatives, margin, pledging) | Applies to directors and officers |
Insider Trades & Section 16 Compliance
| Item | FY2025 Status | Notes |
|---|---|---|
| Section 16(a) delinquencies (Schloss) | None listed | Proxy lists late/incorrect filings for other individuals; Schloss not mentioned |
Governance Assessment
-
Strengths
- Lead Independent Director role with robust responsibilities provides independent agenda control, executive session leadership, and stockholder liaison, reinforcing board independence .
- Clear independence determinations under NYSE/SEC rules for Schloss, including committee-level independence .
- Active governance participation: Chair of Nominating & Governance; member of Compensation; consistent attendance (≥75%) with regular executive sessions .
- Ownership alignment via meaningful equity awards and compliance with 3x retainer ownership guidelines; hedging/pledging prohibitions reduce misalignment risk .
-
Watch items / RED FLAGS
- H&F Letter Agreement gives a >5% holder nomination rights including service on audit and compensation committees; current comp chair (Wasim) is an H&F partner, which can raise perceived influence concerns despite formal independence and committee processes .
- Change-in-control acceleration for director RSUs is standard but can be viewed as investor-unfriendly by some governance frameworks; however, this is disclosed and consistent across non-employee director awards .
- No related-party transactions disclosed involving Schloss; ongoing monitoring advisable given external roles (CCC, Advent) though proxy reports no conflicts in FY2025 .
Overall, Schloss’s LID role, committee leadership, and independence determinations support board effectiveness; equity ownership and prohibited hedging/pledging strengthen alignment. Maintain vigilance around sponsor influence via H&F’s committee representation and standard CIC equity acceleration language .