Frank Pelzer
FreshworksAbout Frank Pelzer
Frank Pelzer (age 54) is an independent Class II director of Freshworks Inc. (FRSH) serving since July 2023; his current term expires at the 2026 annual meeting . He is Chief Operating Officer of Spotnana (since January 2025) and was Executive Vice President and Chief Financial Officer of F5, Inc. from May 2018 to November 2024, following senior operating roles at SAP’s Cloud Business Group (2015–2018) . Pelzer holds a B.A. from Dartmouth College and an M.B.A. from the Tuck School of Business at Dartmouth and is designated an Audit Committee Financial Expert at FRSH, underscoring deep finance and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5, Inc. | Executive Vice President & Chief Financial Officer | May 2018 – Nov 2024 | Senior public-company finance leadership; prepares him for audit oversight; supports “financial expert” designation |
| SAP (Cloud Business Group) | President & Chief Operating Officer | Aug 2015 – May 2018 | Enterprise software operating leadership; cloud go-to-market and scale experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spotnana | Chief Operating Officer | Jan 2025 – present | Current operating role; indicates active operating expertise |
| Duck Creek Technologies, Inc. | Director | Mar 2019 – Mar 2023 | Prior public company board service |
| Benefitfocus, Inc. | Director | May 2013 – Apr 2022 | Prior public company board service |
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent under Nasdaq rules; FRSH annually reviews independence; all non-employee directors determined independent |
| Board Class/Term | Class II director; term expires at 2026 annual meeting |
| Committees | Audit Committee member; designated Audit Committee Financial Expert |
| Committee Activity | Audit Committee met 4 times in 2024 |
| Board Attendance | Board met 11 times in 2024; each director attended ≥75% of board/committee meetings served |
| Board Leadership | Lead Independent Director: Roxanne S. Austin (also Nominating & Governance Chair); role includes agenda-setting and liaison functions |
Fixed Compensation
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $44,500 | Reported “Fees Earned or Paid in Cash” for Pelzer . FRSH’s 2024 program set a $34,500 board retainer and $10,000 audit committee member retainer (non-chair), matching Pelzer’s Audit Committee membership . |
| 2025 Program (context) | — | Board retainer increased to $35,000; Lead Independent retainer to $20,000; Nominating/Gov Chair to $9,000 (no changes to other retainers) . |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| Annual Director RSU (2024) | RSU award for 15,116 shares granted July 1, 2024; grant date fair value $193,636 . |
| Vesting | Annual director RSUs vest in full on the first anniversary of grant; if not re-elected, deemed vested at the annual meeting date . |
| Unvested Director RSUs (12/31/24) | 25,130 shares unvested as of year-end 2024 . |
| Equity Program Levels (context) | Annual director equity value: $195,000 in 2024; increased to $200,000 effective Jan 1, 2025. New director initial equity: $400,000 with 3-year annual vesting (effective 2025) . |
| Performance Metrics | Not applicable for directors (time-based RSUs only; no performance conditions) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond FRSH . |
| Prior public company boards | Duck Creek Technologies (2019–2023); Benefitfocus (2013–2022) . |
| Interlocks / Related-party | No related-person transactions disclosed involving Pelzer; Audit Committee reviews related-person transactions under FRSH policy . |
Expertise & Qualifications
- Audit and finance expertise: Public-company CFO experience (F5); designated Audit Committee Financial Expert at FRSH, able to read/understand financial statements per Nasdaq standards .
- Enterprise software operations: Senior operating leadership at SAP’s Cloud Business Group; industry knowledge relevant to FRSH’s SaaS model .
- Education: B.A. (Dartmouth); M.B.A. (Tuck School of Business at Dartmouth) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/25) | 5,008 shares of Class A common stock (beneficial ownership <1%) . |
| Unvested Director RSUs (12/31/24) | 25,130 unvested RSUs . |
| Ownership Guidelines | Non-employee directors required to hold shares equal to 4x annual cash retainer; compliance to be achieved within 5 years of Dec 1, 2024 or becoming covered . |
| Compliance Status | Company states all Covered Individuals (including directors) were in compliance or within the permitted timeframe as of Dec 31, 2024 . |
| Hedging/Pledging | Hedging and pledging of company stock prohibited by policy . |
Governance Assessment
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Strengths
- Independent director with significant public-company CFO experience; designated Audit Committee Financial Expert—supports robust financial oversight .
- Audit Committee engagement (4 meetings in 2024) and board-wide attendance of ≥75% signal adequate time commitment and engagement .
- Director pay structure is equity-heavy via RSUs (time-based), with optional stock in lieu of cash retainers; stock ownership guidelines and anti-hedge/pledge policy enhance alignment .
- No related-party transactions disclosed; Audit Committee has explicit related-person oversight .
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Watch items
- Concurrent operating role as COO of Spotnana (since Jan 2025) may increase time demands; however, FRSH reports satisfactory attendance in 2024 .
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Compensation/shareholder context
- FRSH’s most recent disclosed say-on-pay outcome (2023) showed over 96% approval, indicating broad investor support for compensation governance practices (company conducts say-on-pay every 3 years; next expected in 2026) .