Sanjay Macwan
SprinklrAbout Sanjay Macwan
Sanjay Macwan is Sprinklr’s Chief Information Officer, appointed effective April 9, 2025; age 57. He leads global IT, enterprise security, and data infrastructure/analytics, reporting to CEO Rory Read; previously CIO & CISO at Vonage, SVP/CTO Media Labs at NBCUniversal, and senior roles at AT&T. He holds a B.S. in Electrical Engineering and an M.S. in Computer Science from Polytechnic University (now NYU Tandon) .
Company performance context:
- Pay-versus-Performance TSR (FY2025): Company TSR 51 vs Peer Group TSR 69 .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($USD) | $732,360,000* | $796,394,000* |
| EBITDA ($USD) | $44,406,000* | $32,888,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vonage Holdings Corp. | Chief Information Officer & Chief Information Security Officer | Jul 2018 – Jan 2025 | Led enterprise IT and security; scaled cloud/SaaS security posture |
| NBCUniversal, Inc. | SVP & CTO, Media Labs | Jan 2014 – Aug 2017 | Drove media/innovation technology initiatives |
| AT&T, Inc. | Various roles incl. Vice President, AT&T Chief Technology Office | Jul 1992 – Jan 2014 | Senior technology leadership across networks and CTO functions |
Fixed Compensation
- Specific base salary and cash bonus targets for Mr. Macwan are not disclosed in the 2025 proxy or 8-Ks. The company sets executive base salaries using role scope, performance, internal parity, and market data via Compensia .
Performance Compensation
Beginning November 2024, Sprinklr introduced PSUs for all executive officers; 75% tied to relative TSR over three years, 25% tied to revenue growth and operating income targets, vesting over a three-year performance period subject to continued service .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Relative TSR vs board-approved peer group | 75% | Not disclosed | Not disclosed | 0–200% of target | 3-year performance period |
| Revenue Growth | 12.5% | Not disclosed | Not disclosed | 0–200% of target | 3-year performance period |
| Operating Income-Related | 12.5% | Not disclosed | Not disclosed | 0–200% of target | 3-year performance period |
Note: Company did not set fixed annual cash bonus targets for FY2025 due to leadership transitions; bonuses were funded at 50% for executives (CEO exceptions noted), but individual NEOs—not CIO—are disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines: Officers must hold stock equal to 1.0x base salary; compliance due by the later of Jan 31, 2029 or five years from becoming subject. Unexercised options and unearned performance awards do not count .
- Hedging and pledging are prohibited; no margin purchases or pledging of Sprinklr securities allowed .
- Insider Trading Policy governs transactions by officers and directors; filed as an exhibit to FY2025 10-K .
- Specific beneficial ownership, RSUs/PSUs granted, or options for Mr. Macwan are not disclosed in the 2025 proxy tables (he is listed as an executive officer but not a named executive officer) .
Employment Terms
- Executive Severance and Change in Control Plan (for executive officers other than CEO-specific terms):
- Termination outside a change-in-control period: 9 months’ base salary, pro-rata target bonus, up to 9 months COBRA subsidy .
- Termination during change-in-control period (double-trigger): 12 months’ base salary, 100% target bonus, 100% acceleration of unvested time-based equity, up to 12 months COBRA subsidy .
- No 280G tax gross-ups; payments may be reduced to avoid excise taxes .
- Clawback policy: NYSE-compliant recovery of incentive compensation tied to financial reporting measures, including stock price/TSR; look-back over the 3 prior completed fiscal years .
Performance Compensation Administration and Vesting Mechanics (General)
- Annual RSU grants to executives typically vest 25% at first anniversary, then in equal quarterly installments on Mar 15, Jun 15, Sep 15, Dec 15, subject to continuous service .
- PSU awards for executives vest after a 3-year performance period based on relative TSR and financial targets, subject to continued service .
Investment Implications
- Alignment: The mandatory stock ownership guideline (1x salary), clawback, and prohibitions on hedging/pledging enhance alignment and reduce governance risk .
- Retention and execution risk: As a newly appointed CIO with a mandate to harden security and scale IT/data infrastructure, Macwan’s incentives are likely equity-heavy under the PSU framework, tying outcomes to TSR and operating performance over three years—supportive of long-term value creation .
- Insider selling pressure: Hedging/pledging bans and typical RSU quarterly vesting reduce forced selling dynamics; specific grant/vesting amounts for Macwan are undisclosed, so monitor upcoming equity grant disclosures and Form 4 filings for visibility .
- Change-of-control economics: Double-trigger acceleration for executive officers could create retention stability yet introduces potential accelerated vesting risk in a sale scenario; no tax gross-up reduces shareholder-unfriendly optics .
Citations: Executive officer listing and biography ; CIO appointment and responsibilities ; TSR metrics ; Compensation program and executive PSU structure ; Ownership guidelines and hedging/pledging bans ; Insider Trading Policy ; Severance Plan ; RSU/PSU vesting mechanics .
S&P Global disclaimer: Revenue and EBITDA values marked with an asterisk were retrieved from S&P Global.