Sudhakar Ramakrishna
Five9About Sudhakar Ramakrishna
Sudhakar Ramakrishna was appointed to Five9’s Board on September 26, 2025 as a Class II director (term through the 2028 annual meeting) and serves on the Nominating and Governance Committee. He is CEO and President of SolarWinds Corporation (since January 2021) and holds an M.S. in Computer Science (Kansas State University) and a Master’s in Management from Northwestern University’s Kellogg School of Management. Five9 entered into its standard director indemnification agreement with him upon appointment; no related-party relationships requiring Item 404(a) disclosure were identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulse Secure, LLC | Chief Executive Officer & Director | Jul 2015 – Dec 2020 | Led secure/zero-trust access solutions; company sold to Ivanti Inc. |
| SolarWinds Corporation | Director | Dec 2020 – present | Board member; appointed CEO Jan 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SolarWinds Corporation | Chief Executive Officer & President; Director | Jan 2021 – present | Secure observability & IT management software |
| Cardinal Health, Inc. | Director | Apr 2025 – present | Healthcare services and products |
| Model N, Inc. (private) | Director | Nov 2024 – present | Revenue management systems |
| SADA Systems, LLC | Director | Jan 2022 – Dec 2023 | Exited post-acquisition |
| SailPoint Technologies Holdings, Inc. | Director | Jul 2021 – Aug 2022 | Exited post-acquisition |
| Enterprise 4.0 Technology Acquisition Corp. (SPAC) | Director | Oct 2021 – Mar 2023 | Focused on technology targets |
Board Governance
- Committee assignments: Nominating & Governance Committee member at Five9 (appointed Sept 26, 2025) .
- Board leadership changes around appointment: Welsh resigned (Lead Independent Director and NGC Chair); Zollars became Lead Independent Director, Mariner became NGC Chair; Burdiek became Compensation Committee Chair . Earlier committee structure and fee schedule are in Five9’s 2025 proxy .
- Independence status: Appointed as a non-employee director; Five9 disclosed no relationships requiring Item 404(a) related-party reporting for Ramakrishna .
- Attendance: The Board met 20 times in 2024; individual attendance data for Ramakrishna is not applicable pre-appointment .
Fixed Compensation
Annual cash compensation per Five9’s non-employee director policy (paid quarterly in arrears):
| Component | Amount (USD) |
|---|---|
| Board retainer (non-employee director) | $35,000 |
| Committee member (Nominating & Governance) | $4,500 |
| Committee chair fees (reference) | NGC Chair $9,000; Audit Chair $20,000; Compensation Chair $15,000 (not currently applicable to Ramakrishna) |
| Lead Independent Director (reference) | $20,000 (not applicable) |
Notes: Fees are typically prorated for partial-year service; no policy changes were made for 2025 .
Performance Compensation
Initial equity awards granted on appointment (per policy):
| Grant Type | Grant Date | Award Value | Shares Determination | Vesting |
|---|---|---|---|---|
| Initial RSU | Sep 26, 2025 | $400,000 | Shares = $400,000 ÷ $25.12 (closing price on grant date) | 3 equal annual installments on 1st, 2nd, 3rd anniversaries, service-based |
| Prorated RSU | Sep 26, 2025 | $133,333.33 | Shares = $133,333.33 ÷ $25.12 | 100% on first anniversary, service-based |
Policy context:
- New director RSUs typically include $400,000 (three-year vest) and a prorated annual RSU (up to $200,000) vesting in one year; change-in-control accelerates per the 2014 Plan .
- Ramakrishna will not receive the regular 2026 automatic annual RSU grant; eligible for regular automatic grants thereafter, subject to service .
Other Directorships & Interlocks
- Active external boards: SolarWinds (CEO/director), Cardinal Health (director), Model N (director) .
- Potential interlocks/conflicts: Five9 disclosed no related-party transactions with Ramakrishna and no arrangements tied to his selection; Item 404(a) not triggered . SolarWinds operates in IT management/security, which is adjacent but not directly competitive with Five9’s CCaaS; monitoring for customer/supplier relationships is prudent (no such ties disclosed) .
Expertise & Qualifications
- Degrees: M.S. in Computer Science (Kansas State University); Master’s in Management (Northwestern Kellogg) .
- Domain strengths: Enterprise software leadership (CEO roles), cybersecurity/IT infrastructure exposure, governance experience across multiple public boards .
Equity Ownership
- Initial RSU awards as above; actual share counts set mechanically by the reference price on grant date ($25.12) .
- Five9 maintains stock ownership guidelines for non-employee directors (policy exists; specific multiples not disclosed in cited sections) .
- Hedging/pledging prohibited for directors per policy .
Governance Assessment
- Strengths: Seasoned operator with cybersecurity/IT expertise; immediate placement on Nominating & Governance Committee supports board process quality; no related-party exposure disclosed on appointment; standard indemnification in place .
- Alignment: Director equity grants with multi-year vesting promote long-term orientation; policy-driven cash fees are modest; change-in-control treatment consistent with peer practices .
- Watch items: Time-commitment management given concurrent CEO role at SolarWinds and multiple board seats (Cardinal Health, Model N); Five9’s Nominating & Governance Committee explicitly evaluates the number of other boards for nominees, mitigating overboarding risk . No independence determination has yet appeared in a proxy post-appointment; expect confirmation in the next proxy cycle .