Mika Yamamoto
About Mika Yamamoto
Mika Yamamoto (age 52) serves as Chief Customer and Marketing Officer at Freshworks since November 2023, leading marketing, digital implementation/support, SMB and commercial sales, and customer success teams . She holds a B.A. in Commerce, Economics and Marketing from Queen’s University (Canada) and has led enterprise transformations at F5, Marketo/Adobe, SAP SMB, Amazon, Microsoft, Gartner, and Accenture . During her tenure, Freshworks delivered 2024 revenue of $720.4 million (+21% YoY), improved non-GAAP operating margin to 13.8% from 7.5% in 2023, and increased non-GAAP free cash flow to $146.0 million from $77.8 million, reflecting stronger execution in go-to-market and operational efficiency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F5, Inc. | Chief Customer Engagement and Marketing Officer | 2019–2023 | Led customer engagement and marketing at a multi-cloud app services/security company, driving enterprise transformation . |
| Marketo (acquired by Adobe) | Global President; SVP/GM Marketo business group post-acquisition | 2018–2019 | Scaled marketing automation globally, integrated post-acquisition into Adobe . |
| SAP (SMB segment) | Chief Digital Marketing Officer and CMO | 2016–2018 | Drove SMB digital marketing and go-to-market . |
| Amazon Books | Senior leadership | Not disclosed | Enterprise transformation to scale growth (roles cited without specific dates) . |
| Microsoft Windows/Microsoft Stores | Senior leadership | Not disclosed | Enterprise transformation to scale growth . |
| Gartner Research | Senior leadership | Not disclosed | Enterprise transformation to scale growth . |
| Accenture | Senior leadership | Not disclosed | Enterprise transformation to scale growth . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BlackLine, Inc. | Director | Since April 2019 | Public company board service . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $49,318 | $420,000 |
| Target Bonus ($) | Not disclosed | $315,000 |
| Actual Bonus Paid ($) | $28,307 | $172,958 |
| Stock Awards ($) | $7,999,988 | $3,307,870 |
| All Other Compensation ($) | $219 | $540 (life insurance premiums) |
Performance Compensation
Annual Cash Bonus Plan (Quarterly payouts, 70% Net New ARR / 30% Non-GAAP Operating Margin)
| Metric | Weight | Q1 2024 Target | Q1 2024 Actual | Q2 2024 Target | Q2 2024 Actual | Q3 2024 Target | Q3 2024 Actual | Q4 2024 Target | Q4 2024 Actual |
|---|---|---|---|---|---|---|---|---|---|
| Net New ARR ($mm) | 70% | $25.7 | $22.5 | $29.5 | $24.4 | $30.5 | $21.2 | $36.2 | $31.9 |
| Non-GAAP Operating Margin (%) | 30% | 9.4% | 13.4% | 4.3% | 5.6% | 9.2% | 12.8% | 11.6% | 20.2% |
Aggregate corporate bonus earned (Mika): $172,958 for FY 2024 . Payout rules used interpolation for Net New ARR and a threshold/100% gate for Non-GAAP Op Margin; weightings 70%/30% .
Long-Term Equity Incentives (RSUs and PRSUs) – Grant Date March 1, 2024
| Element | Metric | Target | Actual | Interpolated Achievement | Weight | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| PRSU 2024 | Revenue ($mm) | $712.0 | $698.1 | 92.7% | 70% | Included in total | One-third vested March 1, 2025; remainder quarterly over 2 years . |
| PRSU 2024 | Free Cash Flow ($mm) | $122.5 | $152.6 | 124.6% | 30% | Included in total | One-third vested March 1, 2025; remainder quarterly over 2 years . |
| PRSU Total | Combined | — | — | — | — | Total payout 102.3% | As above . |
| RSU (time-based) | — | — | — | — | — | — | Vests in equal quarterly installments over 4 years (Mar 1, 2024 grant) . |
Mika’s 2024 equity grants: Annual RSUs 114,290 shares; Target PRSUs 48,981; PRSUs earned 50,107 shares (102.3% of target) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 155,059 shares of Class A common stock held directly (less than 1% ownership) . |
| Outstanding Unvested RSUs (12/31/2024) | 188,590 (Dec 1, 2023 grant; market value $3,049,500 at $16.17) . |
| Outstanding Unvested RSUs (3/1/2024 grant) | 92,861 (market value $1,501,562 at $16.17) . |
| PRSUs outstanding (12/31/2024) | 48,981 (market value $792,023 at $16.17; later certified and one-third vested March 1, 2025) . |
| Options | None listed for Mika (no options in outstanding awards table) . |
| Vesting Activity (2024) | 210,019 shares vested; value realized on vesting $3,305,203 (shares withheld for taxes not reflected) . |
| Ownership Guidelines | 3x base salary for NEOs; compliance assessed as of Dec 31, 2024, with time allowed per guideline terms . |
| Hedging/Pledging | Prohibited for directors/officers/employees; margin accounts and pledging not allowed . |
Vesting schedules:
- Dec 1, 2023 RSU: 50% vests on first anniversary; remaining vests quarterly over the following 12 months .
- Mar 1, 2024 RSU: vests in equal quarterly installments over 4 years .
- Mar 1, 2024 PRSU: one-third vests upon certification (Mar 1, 2025); balance vests quarterly over 2 years .
Employment Terms
| Scenario | Equity Acceleration | Cash Severance |
|---|---|---|
| Termination without Cause (no CoC period) | Number of shares that would have vested in 6 months post-termination; plus PRSU treatment per plan; acceleration value $2,091,007 at 12/31/2024 assumptions . | 6 months base salary; COBRA up to 6 months; pro-rata target bonus for year of termination ($525,000 cash severance shown reflects base+bonus components; see note) . |
| Termination without Cause during CoC period | Full acceleration of time-based vesting requirements; equity acceleration value $5,361,293 at 12/31/2024 assumptions . | 12 months base salary; COBRA up to 12 months; 100% of target annual bonus ($735,000 cash severance) . |
| Resignation for Good Reason during CoC period | Accelerated vesting equal to 12 months of post-termination vesting for time-based awards; equity acceleration value $3,982,477 . | 6 months base salary; COBRA up to 6 months; 50% of target annual bonus ($367,500 cash severance) . |
Notes:
- Company maintains a clawback policy adopted Oct 2023 with a 36-month lookback following any required accounting restatement .
- No tax gross-ups on change-in-control benefits; benefits reduced under Sections 280G/4999 if reduction provides greater net after-tax benefit .
- Anti-hedging/pledging policy applies to all insiders .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Mika’s compensation emphasized equity ($3.31M stock awards) over cash ($420k salary; $172,958 bonus), aligning with Freshworks’ philosophy to emphasize at-risk pay tied to operating results and stock performance .
- Shift to PRSUs: 2024 program added PRSUs tied to revenue and free cash flow, enhancing pay-for-performance alignment; PRSU payout achieved 102.3% of target .
- Performance metrics rigor: Quarterly bonus metrics weighted toward Net New ARR (70%) and Op Margin (30%) with threshold gating and interpolated multipliers; quarterly Net New ARR targets were generally missed, while Op Margin exceeded targets, resulting in ~57% attainment of target variable pay for NEOs .
- Clawback and ownership guidelines: Strengthened governance with 36‑month clawback and 3x salary ownership requirement for NEOs; hedging/pledging prohibited .
Say-on-Pay, Peer Group, and Compensation Committee
- Compensation Committee: Sameer Gandhi (Chair), Johanna Flower, Randy Gottfried, Barry Padgett; 4 meetings in 2024; independent under Nasdaq and Rule 10C-1 .
- Independent consultant: Compensia advised on market data, peer group, and program design .
- Peer group (2024): Includes Alteryx, AppFolio, Asana, Braze, C3.ai, Cloudflare, Confluent, Dropbox, Five9, GitLab, Guidewire, MongoDB, Smartsheet, Sprinklr, Workiva, HubSpot .
- Say-on-Pay: 2023 approval over 96%; frequency set to every three years; next vote expected at 2026 annual meeting .
Investment Implications
- Retention risk: Time-based RSUs vest quarterly and PRSUs vest over two years post-certification, creating near-term vesting events; however, strong severance/change-in-control protections with double-trigger vesting mitigate retention risks during transactions .
- Alignment: Ownership guidelines (3x salary), clawback, and anti-hedging/pledging policies support shareholder alignment; Mika holds 155,059 shares and had 210,019 shares vest in 2024, evidencing meaningful equity exposure to performance .
- Performance linkage: Bonus tied to Net New ARR and Op Margin; 2024 results show efficiency improvements with Op Margin beats, while ARR growth targets were stretched—executive payouts reflected this balance (~57% of target variable pay), indicating disciplined pay-for-performance .
- Execution track record: 2024 financials show robust revenue growth and margin expansion under current leadership structure—beneficial for evaluating incentive hurdle realism for future PRSUs and cash metrics .
All figures and statements are sourced from Freshworks’ 2025 DEF 14A (filed April 17, 2025) and FRSH 8-K filings as cited above.