Randy Gottfried
FreshworksAbout Randy Gottfried
Randy Gottfried is an independent director of Freshworks Inc. (FRSH), age 59, serving since September 2018. He is Chair of the Audit Committee, designated an SEC “audit committee financial expert,” and also serves on the Compensation Committee. He holds a B.B.A. in Accounting from the University of Michigan and an M.B.A. from Northwestern University’s Kellogg School; prior roles include CFO of AppDynamics (2015–2017) and directorships at Sumo Logic (2019–2023) and Attentive Mobile (since 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AppDynamics, Inc. | Chief Financial Officer | Jan 2015 – Apr 2017 | Senior finance leadership at a leading APM/IT operations analytics firm |
| Sumo Logic, Inc. | Director | Jan 2019 – May 2023 | Public company board experience in cloud analytics |
| Attentive Mobile, Inc. | Director | Since Aug 2021 | Private martech company board service |
External Roles
| Company | Public/Private | Role | Start/End | Interlocks/Notes |
|---|---|---|---|---|
| Sumo Logic, Inc. | Public (until acquisition) | Director | Jan 2019 – May 2023 | No Freshworks-related interlocks disclosed |
| Attentive Mobile, Inc. | Private | Director | Aug 2021 – Present | No Freshworks-related interlocks disclosed |
Board Governance
- Independence: Classified “independent” under Nasdaq rules; meets heightened independence for audit and compensation committees .
- Roles: Audit Committee Chair and financial expert; member, Compensation Committee .
- Attendance and engagement:
- Board met 11 times in FY2024; each director attended ≥75% of board and committee meetings on which they served .
- Audit Committee met 4 times in 2024; Compensation Committee met 4 times in 2024 .
| Committee | Role | Meetings (2024) | Key Oversight Responsibilities |
|---|---|---|---|
| Audit | Chair; Audit Committee Financial Expert | 4 | Accounting/reporting processes, internal controls, auditor oversight, related person transactions, cybersecurity, pre-approval of audit and permissible non-audit services |
| Compensation | Member | 4 | Executive/director pay, equity plan administration, severance/CIC protections, pay philosophy and policies |
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 34,500 | Standard non-employee director retainer |
| Audit Committee Chair fee | 20,000 | Chair premium |
| Compensation Committee member fee | 7,500 | Committee membership fee |
| Total cash fees earned | 62,000 | Sum of cash retainers |
| Notes (2025 changes) | — | Effective Jan 1, 2025: Board retainer $35,000; Lead Independent Director $20,000; N&G Chair $9,000; other fees unchanged |
Performance Compensation
Directors do not receive performance-based cash bonuses. Equity is time-based RSUs under the non-employee director program.
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU (re-election) | Jul 1, 2024 | 15,116 | 193,636 | Vests in full on first anniversary of grant; if not re-elected, fully vests at meeting date |
| Program update | Jan 1, 2025 | — | Annual RSU target value increased to $200,000 | Same vesting terms |
Performance metrics tied to director compensation: None disclosed (director equity is time-based RSUs) .
Other Directorships & Interlocks
| Organization | Type | Status | Potential Conflicts/Related Party |
|---|---|---|---|
| Sumo Logic, Inc. | Public (acquired) | Former Director (2019–2023) | No Freshworks-related transactions disclosed |
| Attentive Mobile, Inc. | Private | Director (since 2021) | No Freshworks-related transactions disclosed |
Freshworks maintains a related-person transactions policy; the proxy does not list any related-party dealings involving Gottfried .
Expertise & Qualifications
- Financial expertise: SEC-designated audit committee financial expert; deep CFO experience at AppDynamics .
- Industry background: Enterprise software, analytics, and SaaS governance exposure (AppDynamics, Sumo Logic, Attentive) .
- Education: B.B.A. in Accounting (University of Michigan); M.B.A. (Kellogg, Northwestern) .
Equity Ownership
| Holding Category | Shares | Class | Notes |
|---|---|---|---|
| Beneficial ownership | 25,568 | Class A | Direct holdings |
| Beneficial ownership | 180,000 | Class B | Direct holdings; Class B carries 10 votes/share |
| Percent ownership | <1% | — | Marked “*” as less than 1% of class |
| Unvested RSUs (12/31/2024) | 15,116 | — | As of year-end 2024 |
| Hedging/pledging | Prohibited | — | Company policy bans hedging/pledging and margin accounts for directors |
| Stock ownership guideline | 4x annual cash retainer | — | All covered individuals were in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths:
- Independent director with deep finance background; Audit Chair and financial expert—positive for oversight of reporting, controls, and auditor independence .
- Good engagement: board and committee cadence met; directors achieved ≥75% meeting attendance; audit and compensation committees met quarterly in 2024 .
- Alignment: Director equity via time-based RSUs; ownership guidelines in place and in compliance; anti-hedging/pledging enhances alignment .
- Compensation governance: Use of independent consultant (Compensia) to benchmark director pay; program adjusted toward peer median in 2025 .
- Watch items:
- No disclosed related-party transactions involving Gottfried; continued audit committee oversight of related-person transactions mitigates conflict risk .
- Dual-class voting structure concentrates voting power among Class B holders; Gottfried’s holdings are <1% and not a control concern .
Overall signal: High governance quality via independent audit leadership and financial expertise; compensation mix and ownership policies support investor alignment, with no conflicts identified in disclosures .