Jan Hauser
SprinklrAbout Jan R. Hauser
Jan R. Hauser, 66, is an independent director of Sprinklr (CXM) appointed January 29, 2025, and currently serves as Audit Committee Chair and an SEC “audit committee financial expert.” Her background includes GE Vice President, Chief Accounting Officer and Controller (2013–2019), PwC National Office partner (senior technical resource), and a two‑year fellowship in the SEC’s Office of the Chief Accountant; she holds a B.B.A. in Accounting (summa cum laude) from the University of Wisconsin–Whitewater. She also serves on Magna International’s board (audit and technology committees) and previously served on boards of Enfusion (2021–April 2025), Proterra (2022–March 2024), and Vonage (2019–July 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | Vice President, Chief Accounting Officer and Controller | Apr 2013 – Mar 2019 | Senior accounting leadership for corporate reporting and controls |
| PricewaterhouseCoopers (PwC), National Office | Partner, senior technical resource | Prior to 2013 (dates not specified) | Led technical accounting guidance and complex issue resolution |
| U.S. SEC – Office of the Chief Accountant | Two‑year Professional Accounting Fellowship | Early career (dates not specified) | Policy/standard‑setting exposure; regulator interface |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Magna International Inc. | Director | Current | Audit; Technology |
| Enfusion, Inc. | Director | Sep 2021 – Apr 2025 | Not disclosed |
| Proterra Inc. | Director | Jun 2022 – Mar 2024 | Not disclosed |
| Vonage Holdings Corp. | Director | Oct 2019 – Jul 2022 | Not disclosed |
Board Governance
- Independence: The board affirmatively determined Hauser is independent (NYSE standards) and independent for the Audit Committee; she is designated an “audit committee financial expert.”
- Committee assignments: Audit Committee Chair (members: Hauser, Agrawal, Gillis, Wasim; effective Jan 29, 2025).
- Meetings and attendance: In FY2025 (ended Jan 31, 2025), the board met 9x; Audit 8x; Compensation 8x; Nominating/Gov 5x; each director attended ≥75% of aggregate board/committee meetings during service.
- Executive sessions: Independent directors meet in executive session at least twice per year; Lead Independent Director (Eileen Schloss) presides.
- Risk oversight: Audit oversees financial reporting, internal controls, cybersecurity/data privacy; Compensation oversees pay‑related risk; Nominating/Gov oversees governance and ESG.
Fixed Compensation (Director)
| Period | Cash Retainer | Committee Membership Fees | Chair Fees | Equity Awards | Notes |
|---|---|---|---|---|---|
| FY2025 (ended Jan 31, 2025) | $0 | $0 | $0 | $199,992 RSU initial grant | Appointed Jan 29, 2025; policy provides $40k base, $10k Audit member, $20k Audit chair, but FY cash shows $0; initial director RSU grant policy is $200k, vests at 1 year. |
Policy reference (for forward structure, not necessarily amounts paid to Hauser in FY2025):
- Cash: $40,000 per director; Audit Chair $20,000 (members $10,000); Compensation Chair $16,500 (members $8,000); Nominating Chair $10,000 (members $5,000).
- Equity: $200,000 initial RSU upon appointment (1‑year vest); $200,000 annual RSU after each annual meeting (vests by next AGM or 1 year); ability to elect RSUs in lieu of cash (quarterly vest).
Performance Compensation
- Non‑employee director equity is time‑based; no performance metrics are used for director compensation. Initial and annual director RSUs vest on service (no options or PSUs for standard director compensation).
Other Directorships & Interlocks
| Entity | Nature of potential network tie | Relevance |
|---|---|---|
| Vonage (Hauser director 2019–2022) and Sprinklr CEO (Rory Read) was Vonage CEO (2020–2024) | Historical overlap at a prior company | Signals a professional network linkage; no related‑party transaction disclosed at Sprinklr related to this tie. |
No other interlocks, supplier/customer conflicts, or related‑party ties involving Hauser were disclosed.
Expertise & Qualifications
- Technical depth: Former GE CAO/Controller; PwC National Office partner; former SEC OCA fellow; designated Audit Committee Financial Expert at Sprinklr.
- Education: B.B.A. in Accounting, summa cum laude (University of Wisconsin–Whitewater).
- Board skills matrix: Board notes Hauser brings executive leadership, software/tech, scale, financial, international, and M&A experience.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 15, 2025) | Not listed (no Class A/B shares shown) | Initial RSUs vest after 1 year; no shares counted within 60 days of record date. |
| RSUs outstanding | 21,929 RSUs | From Non‑Employee Director holdings table. |
| Pledged/hedged shares | Prohibited by policy | Insider Trading Policy bans hedging and pledging. |
| Ownership guidelines | 3x annual cash retainer for directors; compliance by Jan 31, 2029 or within 5 years; all current directors either met or are within compliance period as of Jan 31, 2025. |
Performance & Track Record (board‑level signals)
- Say‑on‑Pay: 2024 say‑on‑pay approval 99.5%, indicating strong shareholder support for compensation program design (context for board oversight quality).
- Pay practice governance: Clawback policy compliant with Exchange Act Rule 10D‑1; no hedging/pledging; use of independent comp consultant; stock ownership guidelines for directors and officers.
Related‑Party Transactions (conflicts oversight)
- Lyearn (entity owned by Founder/Chair Ragy Thomas) received ~$0.2m for digital training; Audit Committee reviews related‑party transactions and approved this arrangement. No disclosure implicates Hauser personally.
Governance Assessment
- Strengths: Independent; Audit Committee Chair; SEC‑recognized financial expert; deep accounting/regulatory pedigree; sits on a large‑cap industrial board (Magna) enhancing cross‑industry oversight; robust director ownership guidelines and anti‑hedging/pledging policies.
- Watch items: Short Sprinklr tenure (appointed Jan 29, 2025); FY2025 cash compensation shows $0 due to appointment timing; initial equity grant concentrates pay mix in stock during her first year.
- Interlocks/conflicts: Historical network tie via prior Vonage service alongside Sprinklr’s current CEO’s past Vonage leadership, but no related‑party transactions disclosed; Audit Committee explicitly oversees related‑party reviews.
Appendix: Committee Detail (current)
| Committee | Role | Since |
|---|---|---|
| Audit | Chair; member | Jan 29, 2025 |
| Compensation | Not a member | — |
| Nominating & Corporate Governance | Not a member | — |
Director Compensation Mechanics (reference)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $40,000 per non‑employee director (payable quarterly) |
| Audit Committee | Chair $20,000; Member $10,000 |
| Compensation Committee | Chair $16,500; Member $8,000 |
| Nominating & Gov Committee | Chair $10,000; Member $5,000 |
| Initial equity grant | $200,000 RSU (vests 1 year) |
| Annual equity grant | $200,000 RSU at AGM (vests 1 year or to next AGM) |
| Cash‑for‑equity election | RSU in lieu of cash; vests quarterly with cash schedule |
| Change‑in‑control | Director RSUs vest in full upon change in control |