Rory Read
SprinklrAbout Rory Read
Rory Read, 63, is Sprinklr’s President, Chief Executive Officer, and a director since November 5, 2024. He holds a B.S. in Information Systems from Hartwick College and has 30+ years of operating experience across enterprise software and hardware, including prior CEO roles and senior operating posts at AMD, Lenovo, Dell Technologies, Ericsson (via Vonage acquisition), and IBM; he has served on Booz Allen Hamilton’s board since January 2023 . FY25 company performance included total revenue of $796.4 million and non-GAAP operating income of $84.8 million, with cumulative TSR for 2025 shown as 51 versus peer group 69 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vonage Holdings Corp. | Chief Executive Officer | 2020–Mar 2024 | Led Vonage; joined Ericsson as SVP post-acquisition to support integration and strategy . |
| Ericsson | Senior Vice President | Jul 2022–Mar 2024 | Senior role following Ericsson’s acquisition of Vonage, contributing to telecom–software convergence . |
| Dell Technologies | Chief Operating Executive; CEO & President, Virtustream; EVP Dell Boomi | Apr 2015–Jun 2020 | Ran operations and cloud units (Virtustream, Boomi), driving enterprise SaaS and cloud offerings . |
| Advanced Micro Devices (AMD) | Chief Executive Officer, President, Director | Prior to Dell | Led turnaround initiatives at AMD as CEO/President . |
| Lenovo | Chief Operating Officer & President | Prior to AMD | Senior operating leadership post-IBM PC acquisition . |
| IBM | Various roles | 23 years | Foundational operating experience across technology and business units . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Booz Allen Hamilton | Director | Since Jan 2023 |
Fixed Compensation
| Component | FY25 Detail | Notes |
|---|---|---|
| Base Salary | $675,000 | Set upon appointment as CEO on Nov 5, 2024 . |
| Target Annual Bonus % | 100% of base salary (prorated) | FY25 target bonus was prorated from start date; guaranteed 100% payout of prorated amount per employment agreement . |
| Actual FY25 Bonus Paid | $162,295 | Paid at 100% of prorated target per agreement (committee funded most executives at 50%) . |
| Signing Bonus | $3,000,000 | One-time; subject to prorated recovery if termination for cause within two years . |
Performance Compensation
Annual Cash Bonus (FY25)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Net New ARR Bookings | Not fixed | No preset targets | Holistic assessment year | CEO guaranteed 100% of prorated target | Committee did not set fixed FY25 targets due to leadership changes and elevated churn; other execs funded at 50% of target . |
| Non-GAAP Operating Income | Not fixed | No preset targets | Holistic assessment | CEO guaranteed 100% of prorated target | Historically used; included in FY25 holistic assessment inputs . |
Long-Term Incentives (Granted Nov 5, 2024)
| Instrument | Target Shares | Max Shares | Performance Metrics | Vesting | Payout Range |
|---|---|---|---|---|---|
| PSUs (New Hire + Refresh) | 2,137,500 | 4,275,000 | 75% Relative TSR vs board-approved comparator over 3 years; 25% on revenue growth and operating income targets at 3 years | Earn/vest at end of 3-year period starting Nov 5, 2024; continued service required | 0–200% of target based on outcomes . |
| RSUs (New Hire + Refresh) | 2,137,500 | N/A | Time-based | 1,425,000 RSUs: 33% on Nov 5, 2025, then eight equal quarterly installments; 712,500 RSUs: 25% on Nov 5, 2025, then 12 equal quarterly installments; service required . | N/A |
Grant-date fair values (PSUs+RSUs) totaled $38,597,906 for FY25 compensation reporting .
Equity Ownership & Alignment
- Beneficial Ownership: As of April 15, 2025, Rory Read showed no beneficial ownership of Class A or Class B shares within 60 days (newly hired; unvested awards not counted) .
- Outstanding Awards (as of Jan 31, 2025):
- Unvested RSUs: 1,425,000 ($12,696,750 market value) and 712,500 ($6,348,375 market value) .
- Unearned PSUs: 1,425,000 ($12,696,750 market/payout value) and 712,500 ($6,348,375 market/payout value) .
- Ownership Guidelines: CEO required to hold 5.0x base pay by the later of Jan 31, 2029 or 5 years from becoming subject; executives/directors met guidelines or are within compliance period .
- Hedging/Pledging: Prohibited; also no margin purchases or stock pledges allowed under policy .
- Insider Trading: Company maintains an Insider Trading Policy; no Form 4 insider transactions located in this review window for Rory Read via our search .
Equity Detail Table
| Award Type | Shares | Valuation Basis | Market/Payout Value |
|---|---|---|---|
| RSUs (New Hire) | 1,425,000 | Closing price $8.91 on Jan 31, 2025 | $12,696,750 . |
| RSUs (Refresh) | 712,500 | Closing price $8.91 on Jan 31, 2025 | $6,348,375 . |
| PSUs (New Hire) | 1,425,000 | Market/payout value basis | $12,696,750 . |
| PSUs (Refresh) | 712,500 | Market/payout value basis | $6,348,375 . |
Employment Terms
| Term | Details |
|---|---|
| Start Date | Appointed President & CEO effective Nov 5, 2024 . |
| Agreement | Employment agreement includes severance and equity acceleration terms . |
| CIC Severance (Double Trigger) | If terminated without cause or resigns for good reason within 3 months before to 12 months after a change in control: lump sum equal to 18 months base salary + 150% of target bonus (paid in 12 equal monthly installments), up to 18 months COBRA premiums, full acceleration of RSU Awards, full acceleration of PSU Awards at greater of 100% target or actual, and same terms for future awards . |
| Non-CIC Severance | If terminated without cause or resigns for good reason outside CIC period: 12 months base salary (paid in 12 monthly installments), lump sum prorated 100% of target bonus, up to 12 months COBRA, accelerated vesting of additional 12 months of RSUs, acceleration of one-third of target PSUs at 100%, and same terms for future awards . |
| Clawback | NYSE-compliant Incentive Compensation Recoupment Policy effective Oct 2, 2023, covering incentive-based compensation tied to financial reporting measures including stock price/TSR . |
| Severance Plan Interaction | Read’s agreement benefits are in lieu of plan benefits under the general executive Severance Plan . |
Board Governance
- Role: Director; not independent due to CEO status .
- Structure: CEO and Chair separated since Nov 5, 2024; Chair is Founder Ragy Thomas; Lead Independent Director Eileen Schloss with defined responsibilities (agenda setting, executive sessions, liaison, stockholder outreach) .
- Independence: Majority independent; committee independence affirmed (Audit, Compensation, Nominating & Corporate Governance) .
- Committees: Read is not listed as a member of audit, compensation, or nominating committees; these are composed of independent directors .
- Meetings/Attendance: FY25 Board met 9 times; Audit 8; Compensation 8; Nominating 5. Each director attended ≥75% of aggregate meetings of board and committees served .
Director Compensation Policy (for non-employee directors; Read not eligible)
- Annual cash retainer: $40,000; Audit chair $20,000 and members $10,000; Compensation chair $16,500 and members $8,000; Nominating chair $10,000 and members $5,000; optional RSU in lieu of cash .
Compensation Peer Group (Benchmarking)
- FY25 peer group used for compensation decisions and Pay-vs-Performance TSR includes AppFolio; Bentley Systems; Blackbaud; BlackLine; Box; Braze; CCC Intelligent Solutions; DoubleVerify; Dynatrace; Five9; Freshworks; Instructure Holdings; Manhattan Associates; Pegasystems; PowerSchool Holdings; Semrush; Sprout Social; Squarespace; Workiva .
- Changes from FY24 peer composition are detailed (adds and removes) in the proxy .
Performance & Track Record
| Measure | FY25 Outcome |
|---|---|
| Total Revenue | $796.4 million . |
| Non-GAAP Operating Income | $84.8 million . |
| GAAP Net Income | $121.609 million . |
| Company TSR (cumulative) | 51 (vs Peer Group TSR 69) . |
| CEO commentary on transformation | Actions to optimize expense base, redefine GTM, strengthen product roadmaps, rebalance investments; FY26 described as transition year targeting durable, efficient growth and Rule of 40 trajectory . |
Risk Indicators & Red Flags
- Hedging/Pledging Prohibited: Reduces alignment risks from financial engineering .
- Clawback Policy: Enforceable for restatements and financial measure-based awards .
- Severance Economics: CIC double-trigger acceleration of equity (RSUs full; PSUs at ≥100% target) and 18 months salary + 150% target bonus could create change-of-control overhang .
- Say-on-Pay Support: 99.5% approval in 2024 indicates shareholder endorsement of pay practices .
- Related Party/Board Seat: One director (Wasim) selected via H&F contractual right; independence around Read affirmed per NYSE due to CEO status; overall board independence majority maintained .
Compensation Structure Analysis
- Shift to PSUs: Introduction of three-year PSUs for executives upon Read’s appointment increases at-risk, performance-based pay tied to relative TSR and revenue/operating income, with 0–200% payout range .
- FY25 Bonuses: No preset annual targets; holistic assessment due to leadership transitions and churn; most executives funded at 50%, while Read received 100% of prorated target per agreement, signaling retention priority and contractual guarantees .
- Equity Mix: Large RSU component with substantial cliff/quarterly vesting beginning Nov 5, 2025 supports retention; absence of options in CEO’s package suggests lower risk preference relative to options .
Equity Ownership & Alignment Details
| Item | Status |
|---|---|
| Beneficial Ownership (60-day window as of Apr 15, 2025) | None reported for Read . |
| Ownership Guidelines | CEO 5x salary; executives/directors met or are within compliance period . |
| Vesting Schedule Pressure Points | First RSU vest Nov 5, 2025; subsequent quarterly vesting may create periodic selling windows; PSUs settle after 3-year period contingent on metrics . |
Employment Terms Summary
| Provision | CIC (3 months before–12 months after CIC) | Non-CIC |
|---|---|---|
| Cash Severance | 18 months base + 150% target bonus (paid over 12 months) | 12 months base (paid over 12 months) + prorated 100% target bonus . |
| Benefits | COBRA premiums up to 18 months | COBRA premiums up to 12 months . |
| Equity Acceleration | RSUs: full; PSUs: full at greater of 100% target or actual; future awards on same terms . | RSUs: additional 12 months; PSUs: one-third of target at 100%; future awards same terms . |
| Clawback | NYSE-compliant; applies to incentive comp tied to financial metrics and TSR . |
Board Service History and Dual-Role Implications
- Service: Director since 2024; CEO since Nov 2024 .
- Independence: Not independent (CEO) .
- Leadership Separation: CEO and Chair separated; Chair = Founder Ragy Thomas; Lead Independent Director with robust duties increases board oversight, mitigating CEO/Chair concentration risks .
- Committees: Read is not on audit/compensation/nominating committees; independent directors staff these .
- Attendance: Board and committees met regularly; all directors had ≥75% attendance in FY25 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 99.5% votes in favor, indicating strong shareholder support of executive pay program .
Investment Implications
- Alignment: The pivot to PSUs with 75% relative TSR and 25% revenue/operating-income targets aligns CEO incentives with durable growth and shareholder returns; three-year horizon reduces short-termism .
- Retention/Selling Pressure: Significant unvested RSUs begin vesting Nov 5, 2025 with quarterly cadence, potentially creating periodic selling pressure; absence of pledging/hedging mitigates alignment risks, and ownership guidelines push toward meaningful personal stake over time .
- Change‑of‑Control Overhang: Double-trigger acceleration (full RSUs; PSUs at ≥100% target or actual) and enhanced cash severance in CIC could impact deal economics and investor views on takeover scenarios .
- Governance Quality: Separation of CEO/Chair, presence of Lead Independent Director, majority-independent committees, and strong say‑on‑pay support reduce governance risk and enhance oversight of strategic transformation under Read .
- Performance Baseline: FY25 non-GAAP operating income of $84.8m and TSR of 51 (vs peer 69) set a baseline; execution against GTM, product, and cost optimization plans highlighted by Read will be key to realizing PSU outcomes and improving relative TSR .