Robert Chatwani
President, General Manager, Growth at DOCU
Executive
About Robert Chatwani
Robert Chatwani (age 49) is President and General Manager, Growth at Docusign, serving since February 2023. He previously served as Chief Marketing Officer at Atlassian (2017–2023), Chief Revenue & Marketing Officer at social e‑commerce platform Spring, and in various roles at eBay culminating as CMO of North America; he holds a B.S. in marketing from DePaul University and an MBA from UC Berkeley Haas, with study at Kansai Gaidai University in Japan . Company performance during FY2025 included revenue of $2.98B (+8% YoY) and billings of $3.1B (+7%), with FY2025 CIP payouts for NEOs at 117.2% in 1H and 118.4% in 2H reflecting outperformance against targets . FY2025 Financial PSUs were certified at 97.2% payout for Subscription Revenue Growth and 137.5% payout for Free Cash Flow, highlighting execution on top‑line and cash generation priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlassian, Inc. | Chief Marketing Officer | 2017–2023 | Led global marketing; scaled SaaS go-to-market and brand |
| Spring (social e-commerce) | Chief Revenue & Marketing Officer | Not disclosed | Drove revenue and marketing; commerce platform growth |
| eBay Inc. | Various roles incl. CMO, North America | Not disclosed | Led regional marketing; marketplace growth initiatives |
External Roles
- No public company board or nonprofit/academic directorships disclosed for Chatwani .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $490,154 | $544,231 (reflects increase to $550,000 mid‑FY) |
| Target Annual Incentive (% of salary) | 100% | 100% |
| Non‑Equity Incentive Paid ($) | $445,607 | $642,764 |
| Bonus ($) | $1,000,000 (new‑hire cash in FY2024) | — |
FY2025 Company Incentive Plan (CIP) outcomes:
| Period | Revenue Weight | NNMRR Weight | Non‑GAAP Op Inc Weight | Funding (% of target) | Notes |
|---|---|---|---|---|---|
| 1H FY2025 | 10% | 10% (targets undisclosed) | 20% | 117.2% | Company performance only; ESG modifier not applied in 1H |
| 2H FY2025 | 15% | 15% (targets undisclosed) | 30% | 118.4% (115.3% perf x 102.7% ESG modifier) | ESG modifier increased payout to 118.4% |
Performance Compensation
FY2025 Focal Equity Awards (granted July 9, 2024)
| Grant Type | Target Value ($) | Share Units Granted (#) | Vesting | Performance Metric |
|---|---|---|---|---|
| RSUs | $3,000,000 | 54,605 | 16 equal quarterly installments beginning May 10, 2024 | |
| PSUs – TSR | Included in $3,000,000 PSU target | Target 27,302; Max 54,604 | Cliff vest at end of 3‑yr period (Jun 2024–Jun 2027) | Relative TSR vs Nasdaq Composite |
| PSUs – SRG | Included in $3,000,000 PSU target | Target 13,651; Max 27,302 | 1/3 in Jun 2025; remainder quarterly over 2 yrs | Subscription Revenue Growth FY2025 |
| PSUs – FCF | Included in $3,000,000 PSU target | Target 13,651; Max 27,302 | 1/3 in Jun 2025; remainder quarterly over 2 yrs | Free Cash Flow FY2025 |
FY2025 PSU achievement certified:
| Metric | Target | Actual/Payout | PSUs Achieved (Chatwani) | Vesting |
|---|---|---|---|---|
| Subscription Revenue Growth | 8.1% YoY target | 97.2% payout | 13,268 | 1/3 in Jun 2025; remainder quarterly x8 |
| Free Cash Flow ($) | $800M target | 137.5% payout | 18,770 | 1/3 in Jun 2025; remainder quarterly x8 |
| Relative TSR (FY2025 grant) | 3‑yr vs Nasdaq Composite | Ongoing (not yet determined) | — | Cliff vest upon certification |
Prior year PSU achievement (FY2024 grants):
| Metric | Payout | PSUs Achieved (Chatwani) |
|---|---|---|
| Subscription Revenue Growth (FY2024) | 73.5% | 6,429 |
| Free Cash Flow (FY2024) | 200% | 17,496 |
CIP performance metric design and weights (FY2025):
| Metric | Plan | Weight | Rationale |
|---|---|---|---|
| Non‑GAAP Operating Income | CIP | 50% | Profitability excluding non‑operating/non‑cash items |
| Net New MRR (NNMRR) | CIP | 25% | Internal indicator of subscription growth; confidential targets |
| Revenue (GAAP) | CIP | 25% | Primary external growth indicator |
| Relative TSR | PSUs | 50% of PSUs | Tie pay to market out‑performance |
| Subscription Revenue Growth | PSUs | 25% of PSUs | Retention and future revenue indicator |
| Free Cash Flow | PSUs | 25% of PSUs | Liquidity and capital efficiency |
ESG modifier: Applied to 2H FY2025 CIP; outcome 102.7% .
Equity Ownership & Alignment
| Metric | As of | Amount |
|---|---|---|
| Beneficial ownership (shares) | Mar 15, 2025 | 95,961; includes 3,413 RSUs vesting within 60 days |
| Ownership as % of shares outstanding | Mar 15, 2025 | <1% |
| Unvested RSUs (key grants) | Jan 31, 2025 | 180,058 (3/9/2023); 10,004 (3/9/2023); 47,780 (7/9/2024) |
| Achieved PSUs pending time vest | Jan 31, 2025 | 3,214 (FY2024 SRG); 8,750 (FY2024 FCF); 13,268 (FY2025 SRG); 18,770 (FY2025 FCF) |
| Unearned TSR PSUs | Jan 31, 2025 | 17,497 (FY2024 TSR); 27,302 (FY2025 TSR) |
| Stock ownership guidelines | Policy | 1.0x base salary for executive officers; compliance required within 5 years of hire/promotion |
| Compliance status | Jan 31, 2025 | Each NEO had either met guidelines or had additional time to meet |
| Hedging/pledging | Policy | Prohibited (short sales, hedging, pledging, margin, derivatives) |
| Rule 10b5‑1 plans | Policy | Certain directors/officers may adopt compliant trading plans |
Vesting schedules and dates:
- RSUs (7/9/2024): 16 equal quarterly installments beginning May 10, 2024 .
- RSUs (3/9/2023): 25% vested Mar 10, 2023; balance quarterly over 36 months .
- RSUs (3/9/2023 – 10,004 units): 8 equal quarterly installments beginning May 10, 2023 .
- FY2025 Financial PSUs: 1/3 of achieved portion vests Jun 2025; remaining 2/3 vests quarterly over two years .
- FY2025 TSR PSUs: Cliff vest at end of 3‑year performance (Jun 2027) subject to continued service .
These schedules imply quarterly supply from RSU vesting and near‑term step‑up from June 2025 PSU vesting, which can create predictable selling pressure around settlement dates, subject to individual tax withholding and trading policies .
Employment Terms
| Provision | Outside CIC Period | During CIC Period |
|---|---|---|
| Employment term | At‑will; no fixed term | |
| Severance (salary) | 12 months | 12 months |
| Severance (bonus) | 100% of target bonus | 100% of target bonus |
| COBRA | 12 months | 12 months |
| Equity acceleration – time-based awards | 12 months of vesting acceleration | 100% acceleration |
| Equity acceleration – PSUs | Per award agreements; prorated service vesting pre‑CIC; deemed target/actual at CIC for financial PSUs; TSR PSUs measured at CIC price; earned PSUs vest upon qualifying termination or if awards not assumed | |
| 280G treatment | Best‑net pay reduction to avoid excise tax if beneficial |
The Executive Severance and Change in Control Agreement for non‑CEO NEOs (including Chatwani) was restated in January 2025 to reinstate terms that had expired on December 31, 2024 .
Compensation Structure Notes
- FY2025 pay mix: Other NEOs receive 50/50 RSU/PSU mix; CEO at 60/40 PSU/RSU; PSUs split equally between TSR and financial metrics (SRG, FCF) .
- Company generally does not grant stock options; equity is primarily RSUs and PSUs .
- Clawback: Adopted November 2023 per SEC/Nasdaq rules for incentive‑based compensation upon financial restatement .
- Perquisites: Not significant; NEOs receive broad‑based benefits similar to employees (401(k), ESPP, medical, etc.) .
Governance, Peer Group, and Say‑on‑Pay Context
- Compensation Committee: Independent directors; uses Compensia as independent consultant; oversees human capital and clawbacks .
- FY2025 peer group included software/services companies such as Autodesk, Crowdstrike, HubSpot, Okta, The Trade Desk, Veeva, Zoom, etc. .
- Say‑on‑Pay support: ~16% in 2023, improved to ~45% in 2024; multi‑year engagement led to program changes (higher PSU weighting, added SRG/FCF metrics, longer TSR measurement) and commitments on new‑hire awards .
- Stockholder feedback noted concerns about certain 2022–2023 new‑hire RSUs (including Chatwani’s February 2023 grant with shorter vesting) and CEO SVC award; company committed to stricter design and disclosure for future awards .
Investment Implications
- Alignment: Chatwani’s FY2025 equity is evenly split between PSUs and RSUs with explicit SRG and FCF metrics plus a 3‑year TSR component, tying compensation to revenue growth, cash generation, and market outperformance . The prohibition on pledging/hedging and ownership guidelines further align incentives .
- Retention risk: Standard at‑will with robust severance/CIC protections; time‑based RSU and multi‑year PSU schedules create ongoing retention hooks, with quarterly vesting cadence and a June 2025 PSU cliff for achieved FY2025 financial PSUs .
- Selling pressure signals: Predictable quarterly RSU settlements and the June 2025 PSU tranche for SRG/FCF can increase supply around settlement dates; any trading likely governed by 10b5‑1 plans and company windows, moderating discretionary sales .
- Performance execution: FY2025 CIP payouts above target and strong FCF PSU realization indicate operations focused on profitability and cash, while SRG near target underscores balanced growth execution; TSR PSU outcomes remain to be seen and will reflect medium‑term market positioning .
- Program risks: Prior low say‑on‑pay votes and new‑hire equity design criticism were addressed with program changes, but investor scrutiny remains elevated; continued transparency and adherence to commitments should reduce governance overhang .