Ragy Thomas
SprinklrAbout Ragy Thomas
Founder and Chairman of Sprinklr (CXM), serving on the board since 2009; currently Advisor to the Chief Executive Officer after transitioning from Co-CEO in November 2024. Age 51. Education includes an M.B.A. in Finance and Information Systems from NYU Stern and a Computer Science Engineering degree from Pondicherry University. The board has affirmatively determined he is not independent due to his current Advisor role; Eileen Schloss is the Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprinklr, Inc. | Founder; Chairman; Advisor to CEO; formerly CEO/Co-CEO | Board since 2009; CEO 2009–Jun 2024; Co-CEO Jun–Nov 2024; Advisor since Nov 2024 | Founder-led strategy; board chair leadership after CEO/Chair split |
| Epsilon (Alliance Data/Publicis) | President, Interactive Services | Sep 2006–Mar 2009 | Led interactive services business |
| Bigfoot Interactive | Chief Technology Officer | 2001–2005 | Technology leadership in email communications; acquired by Epsilon |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lyearn Inc. | Owner (wholly-owned by Ragy Thomas) | Ongoing | Related-party vendor providing digital training; ~$0.1m paid for employee training and ~$0.1m for a customer since Feb 1, 2024; approved by Audit Committee |
Board Governance
- Board chair: Thomas; CEO and Chair roles separated Nov 5, 2024. Lead Independent Director: Eileen Schloss with expanded responsibilities to balance an employee chair .
- Independence: Not independent (Advisor to CEO); board’s independent directors include Hauser, Kanouff, Schloss, Agrawal, Gillis, Haverty, Ward, Wasim; CEO Read not independent .
- Committee memberships: Thomas is not a member of Audit, Compensation, or Nominating & Corporate Governance committees. Audit: Hauser (Chair), Agrawal, Gillis, Wasim . Compensation: Wasim (Chair), Schloss, Haverty, Ward . Nominating & Governance: Schloss (Chair), Kanouff, Agrawal .
- Attendance: Board met 9 times in FY25; each director attended at least 75% of board and committee meetings. Audit met 8x; Compensation 8x; Nominating 5x. Directors encouraged to attend the annual meeting .
- Executive sessions: Independent directors meet at least twice per year in executive session; presided by Lead Independent Director .
Fixed Compensation
| Component | FY2025 Amount |
|---|---|
| Base Salary | $524,423 |
| Base Salary transition notes | Reduced from $550,000 to $500,000 on Jun 5, 2024 when moving to Co-CEO; maintained at $500,000 upon transition to Advisor on Nov 4, 2024 |
| Annual Cash Bonus Paid | $262,808 (50% funded of target; prorated for salary changes) |
| Director Retainer / Committee Fees | None; Thomas does not receive additional board fees as an employee director |
| All Other Compensation | $178,616 (security/transportation $172,272; gas/parking/tolls $2,205; 401(k) match $4,140) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting / Hurdles | Fair Value / Notes |
|---|---|---|---|---|
| RSU (2025 annual) | Apr 2, 2024 | 637,065 RSUs | 25% vests Mar 15, 2025; remainder in 12 equal quarterly installments thereafter, subject to continued service | Grant-date fair value $7,778,564; vesting schedule disclosed |
| Legacy PSU (granted Jan 28, 2021) | Jan 28, 2021 | 360,000 PSUs | Service-based tranche met; stock-price hurdles: 120,000 PSUs each at $30, $40, $50 on 45-day WAVG price; CIC provisions may accelerate if hurdles met via transaction | Unearned PSUs at threshold $30 deemed met; $40 and $50 hurdles conditional; details in footnote |
| Legacy PSU (granted Jan 28, 2021) | Jan 28, 2021 | 300,000 PSUs | Service-based tranche met; stock-price hurdles: 60,000 PSUs each at $60, $70, $80, $90, $100 (45-day WAVG) | None of $60–$100 hurdles met as of proxy; conditional vesting and CIC provisions detailed |
Performance Metric Structure (FY2025 executive program context):
- FY2025 short-term bonuses: No fixed targets; committee used holistic assessment considering Net New ARR Bookings and Non-GAAP Operating Income due to leadership transitions .
- LTIs for executives beginning Nov 2024: PSUs tied 75% to relative TSR vs comparator group; 25% to revenue-growth and operating-income targets over 3 years (Thomas’s FY2025 grant was RSUs, not PSUs) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Thomas’s biography lists operating roles; no other public company board seats disclosed |
| H&F nomination rights | Board Interlock Influence | Hellman & Friedman entity (H&F Splash Holdings IX, L.P.) holds nomination rights for one director and membership on Audit and Compensation Committees (currently Tarim Wasim), creating a governance interlock to monitor for potential influence |
Expertise & Qualifications
- Founder/operator with deep software and go-to-market experience; prior CTO and President roles in digital marketing/communications .
- Education: NYU Stern MBA (Finance & Information Systems); Computer Science Engineering (Pondicherry University) .
- Board leadership experience as long-tenured Chair; technology industry breadth captured in board skills matrix for software/technology, growth/scale, financial and M&A exposure .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Options exercisable within 60 days | RSUs vesting within 60 days | % Total Voting Power |
|---|---|---|---|---|---|
| Ragy Thomas | 1,166,737 | 60,080,206 | Class A: 819,202; Class B: 8,050,896 | Class B: 3,000 | 43.5% |
| Notes | — | Includes shares held in multiple Thomas family trusts and by spouse; detailed breakdown in footnotes | See footnote breakdown | — | Dual-class structure: Class B has 10 votes per share |
Ownership policies:
- Stock ownership guidelines: Directors must hold 3x annual cash retainer; compliance status: all current executives/directors either meet requirements or are within the compliance period .
- Hedging/pledging prohibited by Insider Trading Policy; margin accounts and pledges not permitted .
Insider trades and filings:
| Date | Issue | Resolution |
|---|---|---|
| Sep 15, 2023; Oct 28, 2024 | Two Forms 4 underreported share sales (200 shares; 3 shares) | Corrected on April 21, 2025 (company disclosed delinquent Section 16(a) report summary) |
Governance Assessment
-
Strengths
- Experienced founder-chair with deep product and market knowledge; formal separation of CEO and Chair roles with a robust Lead Independent Director mandate improves oversight .
- Independent, active committees with clear charters; compensation committee engages an independent consultant (Compensia) and enforces clawback and ownership policies .
- Board/committee activity levels are high; all directors met at least 75% attendance; executive sessions held regularly .
- Strong say-on-pay support (99.5% in 2024), indicating investor acceptance of pay programs at that time .
-
Risks and RED FLAGS
- Independence: Thomas is not independent (Advisor to CEO), yet serves as Board Chair; requires reliance on Lead Independent Director and independent committees to mitigate concentration of influence .
- Dual-class control: Thomas holds ~43.5% of total voting power via substantial Class B holdings, amplifying control and potential entrenchment risk; ongoing monitoring of governance balance recommended .
- Related-party transaction: Company purchases from Lyearn Inc., wholly owned by Thomas (~$0.2m since Feb 1, 2024); audit committee approval noted but presents perceived conflict risk and should be minimized/clearly justified .
- Perquisites: Significant security/transportation benefits ($172,272) and other costs; while justified for safety/business continuity, investors may scrutinize alignment and disclosure rigor .
- Filing controls: Minor Section 16 filing errors for Thomas corrected on Apr 21, 2025; indicates need for continued focus on reporting accuracy .
- Interlock influence: H&F retains nomination and committee rights (Audit and Compensation); while common in sponsor-backed governance, vigilance warranted to ensure independence of pay and audit oversight .
-
Compensation structure observations
- FY2025 bonus funding at 50% (transition year) shows discipline; Thomas’s base reduced with role change—positive for alignment. However, large RSU grant and legacy price-hurdle PSUs mean substantial equity exposure persists; disclosure of performance PSU adoption is focused on executives post-Nov 2024, not on Thomas in FY2025 .
Appendix: Director Compensation Policy (context)
- Non-employee director cash retainers: $40,000 board; $20,000 Audit Chair/$10,000 member; $16,500 Compensation Chair/$8,000 member; $10,000 Nominating Chair/$5,000 member. RSU initial and annual grants ($200,000) and additional LID grants ($100,000); option to receive cash fees in RSUs. Thomas does not receive extra board fees as an employee director .