Neeraj Agrawal
SprinklrAbout Neeraj Agrawal
Neeraj Agrawal, age 52, has served on Sprinklr’s board since August 2011. He is a General Partner at Battery Ventures (since August 2000), and currently serves on boards of several technology companies; he holds a B.S. in Computer Science from Cornell and an M.B.A. from Harvard Business School . Sprinklr’s board has affirmatively determined he is an independent director under NYSE standards (and independent for audit committee service) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Battery Ventures | General Partner | Aug 2000 – Present | — |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Braze, Inc. | Director | Current | Public company board |
| Dataiku, Inc. | Director | Current | Private company |
| Pendo, Inc. | Director | Current | Private company |
| Tealium, Inc. | Director | Current | Private company |
| Workato, Inc. | Director | Current | Private company |
| Amplitude, Inc. | Director | Former | Public; previously served |
| Bazaarvoice, Inc. | Director | Former | Previously served |
| Coupa Software Incorporated | Director | Former | Previously served |
| Marketo, Inc. | Director | Former | Previously served |
| Wayfair, Inc. | Director | Former | Public; previously served |
Board Governance
- Independence: Board determined Agrawal is independent; also independent for audit committee service .
- Committee assignments:
- Audit Committee member (committee since Jan 29, 2025: Hauser (Chair), Agrawal, Gillis, Wasim) .
- Nominating & Corporate Governance Committee member (committee consists of Kanouff, Schloss (Chair), and Agrawal) .
- Not a member of the Compensation Committee (committee consists of Schloss, Haverty, Ward, Wasim (Chair)) .
| Committee | Member? | Chair? | Source |
|---|---|---|---|
| Audit | Yes | No | |
| Compensation | No | No | |
| Nominating & Corporate Governance | Yes | No |
- Attendance & engagement: In FY ended Jan 31, 2025, the Board met 9x; Audit 8x; Compensation 8x; Nominating & Corporate Governance 5x. Each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Separate Chair (Ragy Thomas) and CEO (Rory Read) roles; Lead Independent Director is Eileen Schloss, who moderates executive sessions held at least twice per year .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Policy amount |
| Audit Committee member retainer | $10,000 | Non-chair member |
| Nominating & Corporate Governance member retainer | $5,000 | Non-chair member |
| Cash actually paid (FY2025) | $55,000 | Reported for Agrawal |
Performance Compensation (Director Equity)
| Equity Component | Grant-Date Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (FY2025) | $199,995 | Vests in full on earlier of 1-year anniversary or day prior to next Annual Meeting, subject to service | None disclosed; time-based RSUs (no performance metrics) |
- Policy also allows directors to elect to receive cash retainers in RSUs vesting quarterly (retainer grant); amounts remain time-based; no performance metrics .
Other Directorships & Interlocks
- Significant shareholder affiliation: Entities associated with Battery Ventures beneficially own ~6.1% of Class A and ~5.8% of Class B; Agrawal is a managing member of Battery entities and may be deemed to share voting/dispositive power (disclaims beneficial ownership except to extent of pecuniary interest) . The Board nonetheless determined Agrawal is independent, considering relevant relationships .
- H&F board rights: Separate from Agrawal, Hellman & Friedman has a letter agreement granting a board seat (currently Tarim Wasim) and committee representation rights .
Expertise & Qualifications
- Board-disclosed skills for Agrawal: Executive leadership; other public company board experience; software/technology industry; growth and scale; financial; international business; mergers & acquisitions .
Equity Ownership
| Holding (as of Apr 15, 2025) | Amount | % Ownership | Notes |
|---|---|---|---|
| Class A common stock | 9,743,733 | 6.9% | Beneficial ownership table |
| Class B common stock | 6,710,304 | 5.8% | Beneficial ownership table (10 votes/share) |
| % of total voting power | — | 5.9% | Beneficial ownership table |
| RSUs outstanding (director) | 22,522 | — | RSUs held by Agrawal |
| Options outstanding (director) | — | — | None listed for Agrawal |
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer; all directors met or were within the compliance period as of Jan 31, 2025 .
- Hedging/pledging: Prohibited for directors under Sprinklr’s Insider Trading Policy .
Governance Assessment
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Strengths:
- Independent status affirmed despite investor affiliation; serves on Audit and Nominating & Corporate Governance—committees key to oversight and director selection .
- Solid engagement: Board and committees met frequently in FY2025; every director achieved ≥75% attendance .
- Equity alignment: Annual $200k time-based RSU for directors and 3x retainer ownership guideline support owner mindset; hedging/pledging prohibited .
- Audit oversight: As Audit member, Agrawal helps oversee financial reporting, internal controls, cybersecurity, and related-party review; the committee issued a clean report recommending inclusion of audited financials .
-
Potential risks/considerations:
- Investor interlock: Agrawal’s role at Battery (a >5% beneficial owner) could pose perceived conflicts, though the board conducted independence review and affirmed independence; no Battery-related party transactions were disclosed .
- Voting concentration: Dual-class structure concentrates voting power with H&F (44.6%) and the Founder (43.5%), which can limit minority shareholder influence, underscoring the importance of independent directors’ oversight .
- Related-party transactions in FY2025 were limited (Lyearn services tied to the Founder), reviewed/approved by the Audit Committee; none involved Agrawal .
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Shareholder sentiment context: FY2024 Say-on-Pay support was 99.5%, signaling strong investor endorsement of compensation governance during the prior year .
Overall, Agrawal brings deep software investing and public board experience, serves on governance-critical committees with solid attendance, holds meaningful equity exposure, and was affirmed independent despite a significant shareholder affiliation—factors that generally support board effectiveness while warranting ongoing monitoring for investor interlock optics .