Tarim Wasim
SprinklrAbout Tarim Wasim
Tarim Wasim, age 47, has served as an independent director of Sprinklr (CXM) since October 2020; he is a Partner at Hellman & Friedman focusing on software, internet and services, and holds an A.B. in Engineering from Dartmouth College and an M.B.A. from Harvard Business School . He currently chairs the Compensation Committee and serves on the Audit Committee; the Board has affirmed his independence under NYSE standards generally and for Audit and Compensation committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hellman & Friedman | Partner (software, internet, services) | 2005–present | Private equity leadership; portfolio board service |
| Bain Capital | Investment professional | Pre-2005 | Not disclosed |
| Bain & Company | Consultant | Pre-2005 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Tilly | Director | Not disclosed | Not disclosed |
| Checkmarx | Director | Not disclosed | Not disclosed |
| Curriculum Associates | Director | Not disclosed | Not disclosed |
| Zendesk | Director | Not disclosed | Not disclosed |
Board Governance
- Committees: Compensation Committee chair; Audit Committee member .
- Independence: Board determined Wasim is independent (overall, Audit, and Compensation committee standards) .
- Attendance and engagement: In FY2025, the Board met 9 times; Audit 8; Compensation 8; Nominating & Governance 5, and each director attended at least 75% of Board/committee meetings; independent directors hold executive sessions at least twice per year .
Committee Assignments and Roles
| Committee | Role | Independence Status |
|---|---|---|
| Compensation | Chair | Independent under NYSE and Rule 16b-3 |
| Audit | Member | Independent under NYSE and Rule 10A-3 |
Meetings & Attendance (FY2025)
| Body | Meetings Held | Attendance Threshold |
|---|---|---|
| Board of Directors | 9 | ≥75% for each director |
| Audit Committee | 8 | ≥75% for each member |
| Compensation Committee | 8 | ≥75% for each member |
| Nominating & Governance | 5 | ≥75% for each member |
| Executive Sessions (independent directors) | At least twice per year | Lead Independent Director presides |
Fixed Compensation
| Component | Policy Amount | Wasim FY2025 |
|---|---|---|
| Annual cash retainer | $40,000 per non-employee director | Waived (no fees paid) |
| Audit Committee chair/member | $20,000 chair; $10,000 member | Waived (member) |
| Compensation Committee chair/member | $16,500 chair; $8,000 member | Waived (chair) |
| Nominating & Governance chair/member | $10,000 chair; $5,000 member | Not applicable (not a member) |
Notes:
- Directors may elect to receive RSUs in lieu of cash fees (retainer grant); not applicable as Wasim waived compensation .
Performance Compensation
| Equity Component | Standard Policy | Wasim FY2025 |
|---|---|---|
| Initial RSU (upon appointment) | $200,000 grant, vests at 1 year | Waived (no stock awards recorded) |
| Annual RSU (each annual meeting) | $200,000 grant, vests by next annual meeting | Waived (no stock awards recorded) |
| Lead Independent Director RSUs | +$100,000 initial and annual (if applicable) | Not applicable (not LID) |
Executive compensation performance metrics overseen by the Compensation Committee:
- PSUs introduced FY2025: 75% based on relative TSR versus a comparator group over 3 years; 25% based on 3-year revenue growth and operating income targets; payout range 0–200% of target .
PSU Metric Design (Executives)
| Metric | Weight | Measurement Period | Payout Range |
|---|---|---|---|
| Relative TSR vs peer group | 75% | 3 years | 0–200% of target |
| Revenue growth & operating income | 25% | 3 years | 0–200% of target |
Other Directorships & Interlocks
- Designation rights: Wasim was selected pursuant to a contractual right held by H&F Splash Holdings IX, L.P. to nominate one director and have a seat on the Audit and Compensation committees (“H&F Letter Agreement”) .
- Significant shareholder: Entities associated with Hellman & Friedman LLC beneficially own ~44.6% of total voting power (Class A and Class B combined) as of April 15, 2025 .
Expertise & Qualifications
- Skills matrix indicates software/technology, growth/scale, financial, international, and M&A experience .
- Education: A.B. (Engineering), Dartmouth; M.B.A., Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (Wasim) | None reported (“—”) as of April 15, 2025 |
| Ownership % of outstanding | Less than 1% |
| Stock ownership guidelines | Non-employee directors required to hold 3× annual cash retainer; compliance due by Jan 31, 2029 or 5 years from becoming subject; all directors met or are within compliance period |
| Pledging/hedging policy | Prohibited (no short sales, derivatives, margin, or pledging) |
Governance Assessment
-
Positive signals:
- Independence affirmed for Wasim generally and for Audit/Comp committees; Board indicates no relationships interfering with independent judgment .
- Robust committee activity; Compensation Committee chaired by Wasim met 8 times in FY2025; Board/committees had ≥75% attendance; independent executive sessions held .
- Use of independent compensation consultant (Compensia); committee evaluated advisor independence and found no conflicts .
- Adoption of clawback policy compliant with SEC/NYSE; Compensation Committee oversees compliance .
- 2024 say‑on‑pay approval was 99.5%, indicating strong shareholder support for pay programs .
-
Potential conflicts and risk factors:
- Designation by H&F Splash Holdings IX with rights to committee seats (including Compensation and Audit) creates a structural influence by a significant shareholder; Wasim chairs Compensation Committee and sits on Audit Committee under that letter agreement .
- Hellman & Friedman entities hold ~44.6% total voting power, concentrating influence; Board independence is affirmed, but investor designation plus committee roles merit ongoing monitoring for pay decisions and related‑party matters .
- Wasim waived all director compensation; while reducing direct conflicts from fee/equity grants, it also means limited personal “skin‑in‑the‑game” as of April 15, 2025 (no reported beneficial ownership), though directors are within compliance period for stock ownership guidelines .
RED FLAGS: Investor designation rights (H&F Letter Agreement) combined with Compensation Committee chairmanship and Audit Committee membership . Concentrated shareholder voting power may heighten perceived conflicts around executive pay and audit oversight; mitigate via documented independence, recusal as needed, and robust committee processes .
Compensation Committee Analysis
| Attribute | Detail |
|---|---|
| Composition (as of Jan 29, 2025) | Eileen Schloss, Kevin Haverty, Stephen M. Ward Jr., Tarim Wasim (Chair) |
| Consultant | Compensia (independent; no conflicts found) |
| Responsibilities | CEO and executive compensation, director compensation, peer group selection, equity/incentive plans, severance/CIC policies, clawback oversight |
| Processes | Quarterly meetings; executive sessions; authority to retain advisors; CEO excluded from deliberations on own pay |
Fixed Compensation (Director Policy vs. Wasim)
| Component | Policy | Wasim Action |
|---|---|---|
| Cash retainer & committee fees | As detailed above | Waived all rights to compensation |
| Equity (initial/annual RSUs) | Initial $200k; annual $200k; LID adds $100k | No RSUs recorded (waived) |
| Retainer in equity | Optional conversion to RSUs (quarterly vesting) | Not applicable (waived) |
Performance Compensation (Executive Program Oversight)
| Element | FY2025 Design | Notes |
|---|---|---|
| Annual cash bonus | FY2025 funded at 50% of target broadly, with exceptions; goals assessed holistically (Net New ARR Bookings and non‑GAAP operating income as reference) | Transitional year; committee discretion |
| Long‑term incentives | RSUs and PSUs; PSUs weighted 75% relative TSR, 25% revenue growth/operating income, 3-year performance, 0–200% payout | Aligns pay with performance |
Equity Ownership
| Holder | Shares | Voting Power |
|---|---|---|
| Wasim (individual) | — | — |
| Entities associated with Hellman & Friedman LLC | 10,861,506 Class A (7.7%); 58,089,960 Class B (49.0%); total voting power 44.6% | 44.6% |
Related Party & Controls
- H&F Letter Agreement: one director nomination and membership on Audit and Compensation committees for H&F Splash Holdings IX, L.P. .
- Audit Committee reviews related‑person transactions; oversight includes information security and legal/regulatory compliance .
- Insider trading policy bans hedging, pledging, margin; policy is filed as an exhibit to FY2025 10‑K .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay approval | 99.5% votes in favor |
| Frequency | Annual say‑on‑pay |
Governance Summary for Investors
- Board effectiveness: Active committee leadership and independent oversight, with strong engagement and robust compensation processes; independent consultant utilized and clawback policy in place .
- Conflicts monitoring: Investor designation rights and concentrated H&F voting power combined with Wasim’s chairmanship on Compensation and seat on Audit warrant continued scrutiny of executive pay decisions and related‑party processes; Board independence has been affirmed .
- Alignment: Wasim’s waiver of director fees and equity reduces direct pay concerns; however, lack of individual share ownership as of April 15, 2025 contrasts with director ownership guidelines (compliance period still open), while H&F’s fund-level ownership provides indirect alignment via major shareholder status .