Stephen Ward Jr.
SprinklrAbout Stephen M. Ward, Jr.
Independent director at Sprinklr (CXM) since January 2025; age 70 as of the proxy record date. Former President & CEO of Lenovo; prior roles include IBM Chief Information Officer and General Manager of ThinkPad and other business units. Holds a B.S. in Mechanical Engineering from California Polytechnic State University, San Luis Obispo. Designated independent by the Board under NYSE standards; serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lenovo | President & Chief Executive Officer | Not disclosed | Led integration and global PC strategy |
| IBM | Chief Information Officer; GM ThinkPad and other units | Not disclosed | Senior operating leadership in technology/business units |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C3.ai, Inc. | Director | Current | Chair, Compensation; Member, Nominating & Corporate Governance |
| Carpenter Technology | Director | Current | Chair, Corporate Governance; Member, Human Capital Management; Member, Science, Technology & Sustainability |
| Molekule Inc. (private) | Director | Current | Not disclosed |
| Molekule Group, Inc. | Director | Nov 2022–Oct 2024 | Not disclosed |
| Vonage Holdings Corp. | Director | Jun 2021–Jul 2022 | Not disclosed |
| Prior Boards | KLX Energy Services, E2Open, E-Ink, KLX Aerospace, QD Vision, Lenovo | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee member since Jan 29, 2025; committee members are Eileen Schloss, Kevin Haverty, Stephen M. Ward, Jr., and Tarim Wasim; all independent; Wasim is chair .
- Independence: Affirmatively determined independent for general Board and compensation committee purposes .
- Attendance: In FY ended Jan 31, 2025, Board met 9 times; Compensation Committee met 8 times; each director attended ≥75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet at least twice per year; lead independent director (Eileen Schloss) presides .
- Board skills: Company’s matrix highlights executive leadership, software/technology, growth/scale, financial, international, and M&A experience across directors; Ward identified with extensive management and public board leadership .
Fixed Compensation
| Component | Amount/Structure | Status for Ward (FY ended Jan 31, 2025) |
|---|---|---|
| Annual cash retainer | $40,000 for non-employee directors | $0 paid (reported for FY 2025) |
| Audit Committee | Chair $20,000; Member $10,000 | N/A (not on Audit) |
| Compensation Committee | Chair $16,500; Member $8,000 | Member; cash reported $0 for FY 2025 |
| Nominating & Corporate Governance Committee | Chair $10,000; Member $5,000 | N/A |
| Equity—Initial grant | $200,000 RSU, vests in full at 1st anniversary of appointment | Stock awards $199,992; RSUs outstanding 21,929 shares |
| Equity—Annual grant | $200,000 RSU each annual meeting; vests by next annual meeting or 1st anniversary | Not applicable in FY 2025 (joined Jan 2025) |
Notes:
- Directors may elect to receive cash fees in RSUs of equivalent value vesting quarterly .
Performance Compensation
- Non-employee director grants are time-based RSUs; no performance-based equity (PSUs) or incentive metrics for directors .
| Performance Metric | Used for Director Pay? | Details |
|---|---|---|
| Relative TSR | No | Director equity is time-based only |
| Revenue Growth | No | N/A for directors |
| Operating Income (GAAP/non-GAAP) | No | N/A for directors |
Other Directorships & Interlocks
| External Board | Potential Interlock/Overlap | Commentary |
|---|---|---|
| Vonage Holdings Corp. (prior) | Sprinklr CEO Rory Read previously CEO of Vonage | Historical network tie; no related-party transactions disclosed with Ward |
| C3.ai; Carpenter Technology | None disclosed | Standard external public company roles |
Expertise & Qualifications
- Technology/operator credentials: IBM CIO; Lenovo CEO; senior operating roles across global technology businesses .
- Committee leadership depth: Chairs compensation (C3.ai) and corporate governance (Carpenter Technology); broad ESG and human capital oversight .
- Education: B.S. Mechanical Engineering, Cal Poly SLO .
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs Vested within 60 days of 4/15/2025 | Options Exercisable within 60 days | Notes |
|---|---|---|---|---|---|
| Stephen M. Ward, Jr. | — | — | 0 (not within 60-day window) | 0 | RSUs outstanding: 21,929 shares (not counted in 60-day test) |
- Ownership as % of outstanding: less than 1% (no beneficial ownership) .
- Stock ownership guidelines: Non-employee directors must hold 3.0x annual cash retainer; compliance by the later of Jan 31, 2029 or 5 years after becoming subject; all current directors met requirements or are within the compliance period .
- Hedging/pledging prohibited; margin accounts prohibited .
Governance Assessment
-
Strengths
- Independent director appointed to Compensation Committee with deep CEO/operator experience and multi-board governance leadership; enhances compensation oversight and succession planning .
- Compensation mix in FY 2025 was 100% equity (initial RSU), signaling alignment despite zero cash fee reported during the partial-year period .
- No related-party transactions or Item 404(a) concerns disclosed with Ward; company audit committee reviews related-party transactions .
- Robust ownership/hedging policies and director guidelines support long-term alignment .
-
Watch items
- New tenure (appointed Jan 2025) implies limited on-cycle annual grant history; monitor future elections of cash vs equity and committee meeting attendance trends .
- Broader Board independence is strong; ensure continued rigorous compensation governance as compensation committee includes sponsor-affiliated director (Wasim) alongside independent members .
-
Shareholder signals
- 2025 annual meeting: Class I directors elected with strong support; say-on-pay passed with 1,166,131,823 “For” vs 53,378,855 “Against” (low dissent) .
- Prior say-on-pay in 2024 approval 99.5% “For,” reflecting consistent investor support for comp framework .
Director Compensation (FY ended Jan 31, 2025)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | RSUs Outstanding (#) |
|---|---|---|---|
| Stephen M. Ward, Jr. | $— | $199,992 | 21,929 |
Policy reference:
- Cash fees and committee retainers per policy: $40,000 director retainer; Compensation Committee member $8,000 (chair $16,500); Audit member $10,000 (chair $20,000); Nominating member $5,000 (chair $10,000). Election to receive fees in RSUs allowed .
- Equity: Initial RSU $200,000 vests at 1-year; annual RSU $200,000 vests by next annual meeting/1-year; LID additional RSU $100,000 .
Potential Conflicts & Related-Party Exposure
- The company disclosed no transactions between Ward and Sprinklr requiring Item 404(a) reporting; standard indemnification agreement executed upon appointment .
- Related-party transactions disclosed in proxy involve entities associated with other insiders (e.g., Lyearn), reviewed/approved by Audit Committee; none involve Ward .
Say-on-Pay & Shareholder Feedback
| Meeting | Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting | Say-on-Pay (Advisory) | 1,166,131,823 | 53,378,855 | 92,487 | 16,179,175 |
| 2024 Annual Meeting | Say-on-Pay (Advisory) | 99.5% approval (votes cast in favor) | Not disclosed | Not disclosed | Not disclosed |
Compensation Committee Analysis
- Composition and independence: Schloss (LID), Haverty, Ward, Wasim (chair) — all independent; meets regularly; uses independent consultant (Compensia); CEO excluded from deliberations on personal pay .
- Consultant independence: Compensia engaged since FY 2020; committee found no conflicts; assists on peer group, executive/director pay, and CD&A .
- Peer group framework: Focus on US IT companies with revenue ~0.3–3.0× CXM and market cap ~0.25–4.0× CXM; 19 peers listed (e.g., Braze, Freshworks, Dynatrace, Five9, Workiva) .
Risk Indicators & Red Flags
- None identified specific to Ward: no Item 404(a) transactions; attendance ≥75%; equity-only compensation in FY 2025 reflects alignment; hedging/pledging prohibited; stock ownership guidelines in place .
Employment & Contracts (Director)
- Standard indemnification agreement executed on appointment; no employment contract; eligible under Amended and Restated Non-Employee Director Compensation Policy .
Equity Compensation Plan Context (Company)
- 2021 Equity Incentive Plan supports director RSU grants; time-based vesting; stock option usage limited; ESPP in place; Board forewent 2025 auto-increase of share reserve and ESPP reserve .
Governance Conclusion
Ward brings CEO/CIO-level operating expertise and broad public board governance experience to Sprinklr’s Compensation Committee. His FY 2025 compensation was entirely equity via the initial RSU, enhancing alignment; independence affirmed; attendance and executive session structures are robust. No related-party or conflicts disclosed involving Ward. Shareholder votes (director elections and say-on-pay) indicate strong investor confidence, supporting a positive governance signal for Ward’s role on Sprinklr’s Board .