Sagar Gupta
Five9About Sagar Gupta
Age 37; independent director of Five9 since December 8, 2024. Portfolio Manager and Head of Active Engagement at Anson Funds (since Oct 2023), with prior roles at Legion Partners (activist), Finchwood Capital, Balyasny, KKR (special situations/private debt), and UBS; B.S. in Business Administration from UC Berkeley (Haas). Five9’s Board determined Gupta is independent under NASDAQ standards; skills matrix highlights technology industry, financial, and prior public board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anson Funds | Portfolio Manager; Head of Active Engagement | Oct 2023–present | Activist engagement leader |
| Legion Partners | Senior Analyst | Jan 2018–Sep 2023 | Value-oriented activist analysis |
| Finchwood Capital | Founding team member | Mar 2015–Jan 2018 | Long/short TMT fund |
| Balyasny Asset Management | Investment professional | Mar 2014–Feb 2015 | Multi-strategy HF experience |
| KKR | Special situations/private debt teams | Jul 2012–Mar 2014 | Credit/special situations investing |
| UBS | Investment banker (early career) | Start date not disclosed | Capital markets foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentive Global (SurveyMonkey) | Director | Mar 2022–May 2023 | Board service at public tech company |
Board Governance
- Director class/term: Class III; term ends at 2026 annual meeting; director since 2024 .
- Independence: Board determined Gupta independent; independent directors meet in executive sessions .
- Committee assignments: Not listed as a member of any standing committee (Audit, Compensation, Nominating & Governance) as of April 7, 2025 .
- Attendance: Board met 20 times in 2024; all directors then in office attended ≥75% of meetings except Ms. Iskow (72%). Gupta joined 12/8/2024; not a director at 2024 annual meeting on 5/14/2024 .
Fixed Compensation
| Component | Policy/Amount | Gupta (2024) |
|---|---|---|
| Annual Board retainer (cash) | $35,000 per year, paid quarterly | $2,283 (pro-rated fees earned in cash in 2024) |
| Committee member fees | Audit $10,000; Compensation $7,500; Nominating $4,500 | $0 (no committee assignments) |
| Chair fees | Audit $20,000; Compensation $15,000; Nominating $9,000; Board Chair $20,000; Lead Independent $20,000 | $0 (not a chair) |
| Meeting fees | Not disclosed/applicable | Not disclosed |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU | 12/8/2024 | $400,000 | 3 equal annual installments on 1st, 2nd, 3rd anniversaries | Vests fully upon change in control; service-based |
| Prorated RSU | 12/8/2024 | $83,333 | Vests in full on first anniversary | Not eligible for 2025 annual RSU grant; eligible thereafter |
Performance metrics table (directors):
| Metric Type | Applied to Director Equity? | Details |
|---|---|---|
| Financial/operational metrics | No | Non-employee director RSUs are service-based; no PSU/PRSU metrics for directors |
| Change-in-control treatment | Yes | New/non-employee director RSUs vest in full upon change in control |
| Clawbacks | Not specified for directors | Company maintains clawback policy for Section 16 officers; director policy not specified |
Other Directorships & Interlocks
- Prior public company board: Momentive Global (SurveyMonkey) (Mar 2022–May 2023) .
- Network ties: Gupta previously worked at KKR; Five9 Lead Independent Director David Welsh is a KKR Partner, indicating shared professional background (not a related-party transaction) .
- Related-party transactions: None reported for directors/executives >$120,000 since Jan 1, 2024 .
Expertise & Qualifications
- Skills matrix: Technology industry, financial, and prior public company board experience indicated for Gupta .
- Education: B.S., UC Berkeley Haas; graduated Beta Alpha Psi .
- Governance experience: Activist engagement leadership at Anson; prior activist analysis at Legion Partners .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 3/25/2025) | “—” (less than 1%; no shares or RSUs vesting within 60 days) |
| RSUs unvested (as of 12/31/2024) | 11,377 |
| Ownership % of shares outstanding | <1% |
| Pledging/hedging | Prohibited by policy; no pledging allowed |
| Stock ownership guideline (directors) | Lesser of 300% of annual retainer or 9,000 shares; 5-year compliance window |
| Guideline status | Not yet met as of 12/31/2024; within allowed 5-year period |
Governance Assessment
- Board effectiveness: Gupta is independent and brings activist and capital markets expertise; however, absence from standing committees limits direct oversight influence in Audit/Comp/NGC during initial tenure .
- Alignment: Initial RSU grants are service-based with standard change-in-control vesting; cash fees modest due to late-2024 appointment. No performance-based equity for directors; alignment relies on time-vested RSUs and stock ownership guidelines (not yet met, 5-year runway) .
- Engagement/attendance: Board disclosed ≥75% attendance for all directors then in office except one; Gupta appointed late-2024 and not at 2024 annual meeting, but overall attendance threshold appears met for those in office .
- Conflicts/related-party: No related-party transactions; independence affirmed; insider trading filings timely per Section 16(a) review .
- Shareholder signals: 2024 Say-on-Pay support of ~72% indicates moderate investor approval; Compensation Committee adjusted programs based on feedback—context for governance climate rather than director-specific .
RED FLAGS
- Not on standing committees as of April 2025—dilutes direct governance impact in early tenure .
- Ownership guideline not yet met (permitted window)—monitor progression to guideline over time .
Positive Indicators
- Independent status and activist investing background suggest engagement on strategy and performance .
- No related-party transactions; strong prohibitions on pledging/hedging; timely Section 16 compliance .
Notes and Sources
- Director roster, classes, and independence .
- Committee membership (Audit, Compensation, NGC) .
- Director compensation policy and 2024 director compensation table .
- Gupta’s initial RSU grants and vesting .
- Beneficial ownership and RSU counts .
- Attendance and annual meeting presence .
- Related-party transactions none .
- Skills matrix .
- Say-on-Pay results .