Barry Padgett
FreshworksAbout Barry Padgett
Barry Padgett (age 54) has served as an independent director of Freshworks since February 2020 and is nominated to continue as a Class I director through the 2028 Annual Meeting if elected. He holds a B.S. in Applied Mathematics (Union College), an M.B.A. (University of New South Wales), and an M.S. in Software Engineering (University of Oxford), with significant leadership experience across enterprise software and fintech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amperity, Inc. | Chief Executive Officer | Feb 2022 – May 2024 | Led enterprise CDP; relevant to data/AI customer experience |
| Amperity, Inc. | Chief Operating Officer | May 2020 – Feb 2022 | Scaled operations; enterprise go-to-market |
| Stripe, Inc. | Chief Revenue Officer | Apr 2019 – Apr 2020 | Commercial leadership in payments/SaaS |
| SAP | President | Jan 2016 – Mar 2019 | Enterprise software leadership; large-scale operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in FRSH proxy biography |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee (not a chair) .
- Independence: Determined independent under Nasdaq listing rules; committee independence also affirmed .
- Attendance: Board met 11 times in FY2024; each director attended ≥75% of board/committee meetings (Padgett included) .
- Committee activity (FY2024): Compensation Committee held 4 meetings; Nominating & Corporate Governance held 2 meetings .
- Board leadership context: Lead Independent Director is Roxanne S. Austin, who sets agendas for independent sessions and chairs Nominating & Governance .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Board retainer (cash) | 34,500 | Standard non-employee director annual cash retainer for 2024 |
| Compensation Committee member fee | 7,500 | Annual cash retainer for committee membership (non-chair) |
| Nominating & Governance Committee member fee | 4,000 | Annual cash retainer for committee membership (non-chair) |
| Cash actually paid to Padgett (FY2024) | 46,000 | Sum of board + committee member fees |
Program updates effective Jan 1, 2025: Board retainer increased to $35,000; Lead Independent Director retainer to $20,000; Nominating & Governance chair fee to $9,000; other cash retainers unchanged .
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual RSU grant | Jul 1, 2024 | 15,116 RSUs | 193,636 | Vests in full on first anniversary of grant date |
- Equity mix (FY2024): Cash $46,000 vs. equity $193,636 (≈19% cash / 81% equity), aligning director pay toward long-term ownership .
- Program update (effective 2025): Annual director equity grant value increased to $200,000; new director initial grant set at $400,000, vesting annually over three years .
Performance metrics tied to director pay: None. Freshworks’ performance metrics (Net New ARR, Non-GAAP Operating Margin, Revenue, Free Cash Flow) applied to executive PRSUs, not director awards .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Interlocks/related-party exposure | No Padgett-specific related-person transactions disclosed; enumerated items relate to an Investors’ Rights Agreement and indemnification agreements . |
Expertise & Qualifications
- Technical and operating expertise: Enterprise software leadership at SAP; fintech/commercial scaling at Stripe; data/AI-oriented CDP leadership at Amperity .
- Degrees: Applied Mathematics (Union College), MBA (UNSW), M.S. Software Engineering (Oxford) .
- Board-relevant competencies: Compensation and governance committee service; independent status under Nasdaq .
Equity Ownership
| Holding | Quantity | As-of Date | Notes |
|---|---|---|---|
| Class A common stock | 11,841 shares | Mar 31, 2025 | Beneficial holding |
| Class B common stock | 81,249 shares | Mar 31, 2025 | Beneficial holding; 10 votes per share |
| RSUs deliverable within 60 days | 3,120 shares (Class B) | Mar 31, 2025 | Included in beneficial ownership per SEC rules |
| Unvested RSUs outstanding | 27,616 shares | Dec 31, 2024 | As of FY2024 year-end |
| Ownership % | <1% | Mar 31, 2025 | Per security ownership table notation (“*”) |
| Pledging/hedging | Prohibited | Policy | Insider Trading Policy bans hedging and pledging; margin accounts also prohibited |
| Stock ownership guidelines | 4x annual cash retainer for directors | Adopted Dec 2024 | Company states Covered Individuals were in compliance as of Dec 31, 2024, considering guideline timelines |
Governance Assessment
-
Strengths:
- Independent director with material operating and product-led growth experience; committee service on Compensation and Nominating/Governance supports board effectiveness .
- Strong attendance culture (≥75% across board and committees), with active committee calendars (Compensation: 4; NCG: 2 in 2024) .
- Equity-heavy director pay and formal ownership guidelines (4x retainer), plus anti-hedging/anti-pledging policy, support alignment with shareholders .
- Use of independent compensation consultant (Compensia) to calibrate director/executive pay vs. peers indicates pay governance rigor .
-
Potential conflicts/RED FLAGS:
- No Padgett-specific related-party transactions disclosed; ongoing monitoring appropriate given prior C-suite roles at industry companies (noted biography, no FRSH transactions cited) .
- Multi-class voting (Class B at 10 votes/share) concentrates voting power broadly (contextual governance consideration, not specific to Padgett) .
-
Shareholder sentiment context:
- Prior say-on-pay approval >96% (2023); next advisory vote expected in 2026, indicating supportive pay governance backdrop .