Yvette Kanouff
SprinklrAbout Yvette Kanouff
Independent director at Sprinklr (CXM) since 2018; age 59. Former senior vice president and general manager of Cisco’s service provider business (2014–2019), with prior executive roles at Cablevision, SeaChange International, and Time Warner Cable. She holds B.S. and M.S. degrees in Mathematics from the University of Central Florida and a Corporate Director Certificate from Harvard Business School (2022). Current public boards include Amdocs Limited, Entegris, Inc., and Science Applications International Corp (SAIC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | SVP & GM, Service Provider Business | 2014–2019 | Led a multi‑billion revenue unit and large global team. |
| Cablevision Systems Corp. | EVP, Engineering & Technology | 2012–2014 | Senior technology leadership. |
| SeaChange International | President | 2010–2012 | Led video management solutions provider. |
| Time Warner Cable | Executive positions | Not disclosed | Service provider/media domain expertise. |
External Roles
| Company | Ticker | Role | Committee Assignments |
|---|---|---|---|
| Sprinklr, Inc. | CXM | Director (since 2018) | Nominating & Corporate Governance Committee member. |
| Science Applications International Corp. (SAIC) | SAIC | Director; Vice‑Chair; Financial Expert | Audit Committee member; Chair of Technology Committee. |
| Amdocs Limited | DOX | Director | Technology & Innovation Committee member. |
| Entegris, Inc. | ENTG | Director (since 2021) | Not disclosed in CXM proxy; board service confirmed. |
Board Governance
- Independence: Affirmatively determined independent by Sprinklr’s board under NYSE standards.
- Committee assignments at Sprinklr: Member, Nominating & Corporate Governance Committee (chair: Eileen Schloss).
- Attendance: Board met 9x; Audit 8x; Compensation 8x; Nominating & Corporate Governance 5x in FY ended Jan 31, 2025; all directors attended ≥75% of aggregate board/committee meetings.
- Executive sessions: Independent directors meet at least twice per year; led by the Lead Independent Director (Eileen Schloss).
- Director skills matrix: Recognized for software/technology, growth/scale, financial experience, and M&A.
Fixed Compensation
| Component | Policy (Annual) | FY2025 Actual (Cash) |
|---|---|---|
| Base retainer (cash) | $40,000 per non‑employee director. | $40,000 (included in $45,000 total cash fees). |
| Committee fees – Audit | Chair $20,000; member $10,000. | N/A (not an Audit member at CXM). |
| Committee fees – Compensation | Chair $16,500; member $8,000. | N/A (not a Compensation member at CXM). |
| Committee fees – Nominating & Corporate Governance | Chair $10,000; member $5,000. | $5,000 (part of $45,000 total cash fees). |
| Meeting fees | None; fees are retainer‑based. | None disclosed. |
- FY2025 cash compensation: $45,000; some directors elected equity in lieu of cash, but Ms. Kanouff did not fully convert cash fees.
Performance Compensation
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $200,000 policy value; FY2025 grant reported at $199,995 (aggregate grant date fair value). | Vests in full by the earlier of 1‑year anniversary or day prior to next annual meeting (for annual grants); grants vest on change of control. | Non‑employee directors may also elect “retainer grant” RSUs in lieu of cash, vesting quarterly. |
- Performance metrics: Director equity is time‑based; no performance metrics (e.g., TSR or financial goals) are tied to director compensation.
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 3x annual cash retainer, to be met by Jan 31, 2029 or within 5 years of becoming subject to the guidelines; all serving directors met or were within compliance period as of Jan 31, 2025.
Other Directorships & Interlocks
| Organization | Relationship to Sprinklr | Potential Interlock/Conflict |
|---|---|---|
| SAIC | Unrelated sector (Gov’t IT services) | No Sprinklr‑related party transactions disclosed involving Ms. Kanouff. |
| Amdocs | Communications/media software | No Sprinklr‑related party transactions disclosed involving Ms. Kanouff. |
| Entegris | Semiconductor materials | No Sprinklr‑related party transactions disclosed involving Ms. Kanouff. |
| JC2 Ventures (Partner) | Outside venture role | No CXM related‑party dealings disclosed with JC2 Ventures; related‑party items disclosed in proxy involve other parties (e.g., Lyearn owned by Chairman Ragy Thomas). |
Expertise & Qualifications
- Deep domain expertise in service provider/media/software; senior operating experience at Cisco, Cablevision, SeaChange, Time Warner Cable.
- Financial literacy; designated “Financial Expert” and audit committee member at SAIC.
- Technology governance leadership; chair of SAIC Technology Committee; member of Amdocs Technology & Innovation Committee.
- Education: B.S./M.S. Mathematics (UCF); Corporate Director Certificate (Harvard Business School, 2022).
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | Class B Options (Exercisable ≤60 Days) | % Ownership |
|---|---|---|---|---|
| Yvette Kanouff | 50,135 (plus 22,522 RSUs vesting ≤60 days) | 22,522 | 300,000 | <1% of Class A and Class B; total voting power <1%. |
- Calculation method: SEC beneficial ownership includes shares and equity awards exercisable/vesting within 60 days; totals reflect CXM disclosure as of April 15, 2025.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and employees.
Governance Assessment
-
Strengths
- Independent status with governance committee service at CXM; robust attendance record (≥75%) across board/committee meetings.
- Strong technology and financial oversight credentials; active roles on external boards’ audit/technology committees (SAIC Audit member; SAIC Technology chair; Amdocs Technology & Innovation member).
- Director pay mix emphasizes equity (annual ~$200k RSUs vs $45k cash), aligning interests with shareholders; ownership guidelines at 3x retainer with compliance trajectory.
- No related‑party transactions disclosed involving Ms. Kanouff; insider trading policy bans hedging/pledging.
-
Watch items / RED FLAGS
- Multiple public boards plus venture partner role increase time commitments; continue to monitor attendance and engagement (currently meets ≥75% threshold).
- Options/RSUs position is immaterial to control (<1%), but continued equity refreshes warrant oversight of alignment and independence determinations (currently affirmed independent).
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Shareholder signals
- Sprinklr Say‑on‑Pay support was 99.5% at 2024 annual meeting, indicating broad investor approval of compensation practices and oversight; continued monitoring appropriate as leadership/strategy evolve.