Dennis Woodside
FreshworksAbout Dennis Woodside
Dennis Woodside is Chief Executive Officer and President of Freshworks, and a Class II director since 2022. He is 56 years old, holds a B.S. in Industrial Relations from Cornell University and a J.D. from Stanford Law School, and became CEO on May 1, 2024 after serving as President since September 1, 2022 . Under his leadership in 2024, Freshworks delivered revenue of $720.4 million (+21% YoY vs. 2023), improved non-GAAP operating margin to 13.8%, and increased non-GAAP free cash flow to $146.0 million . Pay-versus-performance disclosures show cumulative TSR value of $34 for an initial $100 investment in 2024 alongside non-GAAP operating margin of 13.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dropbox, Inc. | Chief Operating Officer | 2014–2018 | Led operating scale-up of cloud storage and collaboration business . |
| Motorola Mobility LLC | Chief Executive Officer | 2012–2014 | Ran consumer electronics/telecom unit during post-Google acquisition transition . |
| Various roles | 2003–2011 | Senior leadership roles across commercial operations . | |
| Impossible Foods Inc. | President | 2019–2022 | Drove growth in plant-based food platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ServiceNow, Inc. | Director | 2018–2022 | Public company board service . |
Board Governance
- Board service: Class II director; term expires at 2026 annual meeting. No committee memberships; not classified as independent due to executive role .
- Board leadership: Executive Chairman (co-founder) and Lead Independent Director structure; Lead Independent Director chairs Nominating & Governance, sets agendas, and leads executive sessions to counterbalance executive influence .
- Director pay: As CEO/President, Woodside receives no additional director compensation .
Fixed Compensation
Multi-year compensation summary (reported values):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 166,667 | 500,000 | 537,500 |
| Stock Awards ($) | 23,180,863 | — | 14,176,631 |
| Option Awards ($) | 14,999,995 | — | — |
| Non-Equity Incentive ($) | — | 461,644 | 308,125 |
| All Other ($) | 876 | 540 | 540 |
| Total ($) | 38,348,401 | 962,184 | 15,022,796 |
2024 salary and target bonus:
| Component | 2024 Amount |
|---|---|
| Base Salary ($) | 550,000 |
| Target Bonus ($) | 550,000 |
| Actual Bonus Paid ($) | 308,125 |
Performance Compensation
Quarterly 2024 Bonus Plan metrics and attainment:
| Metric | Q1 Target | Q1 Actual | Q2 Target | Q2 Actual | Q3 Target | Q3 Actual | Q4 Target | Q4 Actual |
|---|---|---|---|---|---|---|---|---|
| Net New ARR ($mm) | 25.7 | 22.5 | 29.5 | 24.4 | 30.5 | 21.2 | 36.2 | 31.9 |
| Non-GAAP Operating Margin (%) | 9.4% | 13.4% | 4.3% | 5.6% | 9.2% | 12.8% | 11.6% | 20.2% |
2024 PRSU performance determination:
| Performance Metric | Target ($mm) | Actual ($mm) | Interpolated Achievement (% of Target) | Weight | PRSU Payout (%) |
|---|---|---|---|---|---|
| Revenue | 712.0 | 698.1 | 92.7% | 70% | 102.3% total payout (combined) |
| Free Cash Flow | 122.5 | 152.6 | 124.6% | 30% | 102.3% total payout (combined) |
CEO 2024 equity awards and vesting:
| Award Type | Grant Date | Shares | Vesting Schedule |
|---|---|---|---|
| RSUs | Mar 1, 2024 | 489,815 | Equal quarterly over 4 years |
| PRSUs (Target) | Mar 1, 2024 | 209,920 | Earned on 2024 revenue/FCF; 1/3 vested Mar 1, 2025; remainder quarterly over 2 years |
| PRSUs (Earned) | Mar 1, 2024 | 214,748 | As above |
Bonus weightings: Net New ARR 70%; Non-GAAP Operating Margin 30% . Quarterly payouts were gated by margin thresholds and used interpolation for ARR multipliers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,795,985 Class A shares; plus 1,134,987 options exercisable within 60 days of Mar 31, 2025; less than 1% ownership . |
| Outstanding Options | 1,021,488 exercisable; 794,492 unexercisable; strike $13.61; expire Aug 31, 2032 . |
| Unvested RSUs | 757,969 (Sep 1, 2022 grant) and 397,975 (Mar 1, 2024 grant) unvested as of Dec 31, 2024 . |
| Earned PRSUs (Unvested portion) | 209,920 earned; subject to time-based vesting over 2 years after Mar 1, 2025 certification . |
| 2024 Stock Vested | 524,965 shares vested; value realized on vesting $7,825,952 . |
| Ownership Guidelines | CEO required to own shares = 5x base salary; company states Covered Individuals are in compliance or have more time under guidelines adopted Dec 2024 . |
| Hedging/Pledging | Prohibited for directors/officers; margin accounts and pledging disallowed . |
Vesting cadence: RSUs vest quarterly; PRSUs earned vest one-third then quarterly over 2 years, creating regular vesting events that can contribute to periodic supply from net share settlements and insider sales subject to policy windows .
Employment Terms
Severance and change-in-control economics for CEO:
| Scenario | Equity Acceleration ($) | Cash Severance ($) | Key Terms |
|---|---|---|---|
| Termination without cause or good reason (no CIC) | 6,509,716 | 1,200,000 | 12 months base; up to 12 months COBRA; pro-rata bonus; 6 months’ time-based equity acceleration; release required . |
| Termination without cause or good reason during CIC period | 24,197,989 | 1,650,000 | 18 months base; up to 18 months COBRA; 150% of target bonus; full time-based equity acceleration; double-trigger; release required . |
Clawback policy (Dodd-Frank compliant) adopted Oct 2023 requires recoupment of incentive compensation for 36 months preceding any required restatement . Stock ownership guidelines adopted Dec 2024; anti-hedging/anti-pledging policy in place .
Performance Compensation Details (Structure)
| Element | Design |
|---|---|
| Quarterly Cash Bonus | 2024 targets set for each quarter; Net New ARR 70% weighting and Non-GAAP Operating Margin 30%; ARR payouts via interpolation across attainment bands; margin acts as threshold gate . |
| Long-Term Equity | 70% RSUs (time-based, quarterly over 4 years); 30% PRSUs (revenue 70% / FCF 30% over FY2024, then time-based vesting) . |
Say-on-Pay and Peer Group
- Say-on-pay: 2023 approval over 96%; next advisory vote in 2026 per triennial cadence .
- Compensation peer group (2024) includes SaaS/application software peers such as Cloudflare, HubSpot, Five9, GitLab, MongoDB, Guidewire, Braze, Smartsheet, Workiva, among others .
Track Record and Value Creation Indicators
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($mm) | 498.0 | 596.4 | 720.4 |
| Non-GAAP Operating Margin (%) | (4.5%) | 7.5% | 13.8% |
| Non-GAAP Free Cash Flow ($mm) | — | 77.8 | 146.0 |
| Cumulative TSR (value of $100) | $31 | $49 | $34 |
Compensation Mix and Director Independence Context
- Variable pay emphasis: Significant equity exposure via RSUs and PRSUs; shift to performance-based PRSUs in 2024 reinforcing pay-for-performance .
- Governance mitigants: Lead Independent Director role and independent committee structures, while CEO retains board seat but is not independent .
Equity Grants and Outstanding Awards (detail)
| Grant | Shares/Units | Notes |
|---|---|---|
| Sep 1, 2022 RSUs | 757,969 unvested as of Dec 31, 2024; quarterly vest after 1-year cliff . | |
| Sep 1, 2022 Options | 1,021,488 exercisable; 794,492 unexercisable; $13.61 strike; expire Aug 31, 2032 . | |
| Mar 1, 2024 RSUs | 397,975 unvested as of Dec 31, 2024; quarterly over 4 years . | |
| Mar 1, 2024 PRSUs | 209,920 earned; vest one-third on Mar 1, 2025 then quarterly over 2 years . |
Stock Ownership and Voting Structure (board overview)
Freshworks has dual-class common stock: Class A (1 vote/share) and Class B (10 votes/share). As of the 2025 record date, there were 243,922,599 Class A and 53,451,508 Class B shares outstanding; board independence and committee membership meet heightened standards per Nasdaq and SEC rules .
Investment Implications
- Alignment and retention: Large 2024 CEO equity package ($15.0 million approved value; 489,815 RSUs; 209,920 PRSUs target, 214,748 earned) aligns pay with revenue/FCF outcomes; quarterly vesting creates predictable vest events that may add supply via net share settlement and potential insider sales within trading windows .
- Performance linkage: Bonus and PRSU designs tied to Net New ARR, non-GAAP operating margin, revenue, and free cash flow, anchoring incentives to growth and efficiency; FY2024 delivery of margin expansion and FCF supports payout outcomes (102.3% PRSU payout) .
- Change-of-control economics: Double-trigger full time-based equity acceleration plus 18 months salary and 150% target bonus could impact acquisition scenarios and dilution; outside CIC, severance provides 12 months salary and partial acceleration (6 months) .
- Governance risk mitigants: Anti-hedging/anti-pledging and stock ownership guidelines (CEO 5x salary requirement) enhance alignment; CEO is not independent but board leadership with Lead Independent Director and independent committees reduces dual-role concerns .
- TSR context: Despite operational improvements, cumulative TSR metrics indicate underperformance in 2024 ($34 value of $100), suggesting investor scrutiny on translating margin/FCF gains into sustained share price appreciation .