Roxanne Austin
FreshworksAbout Roxanne Austin
Roxanne S. Austin (age 64) is Lead Independent Director of Freshworks (FRSH), serving on the board since May 2021; she chairs the Nominating and Corporate Governance Committee and is designated independent under Nasdaq rules . She is President & CEO of Austin Investment Advisors, and formerly served as President & CEO of DIRECTV, Inc., President & CEO of Move Networks, Inc., EVP & CFO of Hughes Electronics, and was a partner at Deloitte & Touche LLP; she holds a B.B.A. in Accounting and Business Administration from the University of Texas at San Antonio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Investment Advisors | President & CEO | Since Dec 2004 | Private investment/consulting leadership |
| DIRECTV, Inc. | President & CEO | 2000–2004 | Led large-scale media operations |
| Move Networks, Inc. | President & CEO | 2008–2010 | Operated streaming technology firm |
| Hughes Electronics Corporation | EVP & CFO | 1997–2000 | Finance leadership at major tech/media supplier |
| Deloitte & Touche LLP | Partner | Prior to 1997 | Audit/finance expertise |
| EQT Partners (U.S. Mid-Market Investment Advisors Committee) | Chair | 2016–2023 | Chaired investment advisory body |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verizon Communications, Inc. | Director | Current | Public company board |
| CrowdStrike Holdings, Inc. | Director | Current | Public company board; FRSH director Sameer Gandhi also serves on CrowdStrike’s board (interlock) |
| AbbVie, Inc. | Director | Current | Public company board |
| Target Corporation | Director | 2002–2020 | Prior public board service |
| Abbott Laboratories Inc. | Director | 2000–Apr 2022 | Prior public board service |
Board Governance
- Roles and independence: Lead Independent Director; Chair, Nominating and Corporate Governance Committee; independent under Nasdaq standards; not listed as a member of Audit or Compensation Committees .
- Lead Independent Director responsibilities: approves agendas/schedules, presides over independent director sessions, liaison between Executive Chairman and independent directors, approves board information, and stocks-holder liaison as appropriate; coordinates on risk issues .
- Board activity and attendance: Board met 11 times in FY2024; each director attended ≥75% of board/committee meetings; 7 of 10 directors attended the 2024 annual meeting .
- Committee meeting cadence (FY2024): Audit (4 meetings); Compensation (4); Nominating & Governance (2) .
Fixed Compensation
| Component | FY2024 Program | FY2025 Program (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Board annual cash retainer | $34,500 | $35,000 | Standard director cash retainer |
| Lead Independent Director premium | $16,500 | $20,000 | Additional cash for LID role |
| Nominating & Governance Committee Chair premium | $8,000 | $9,000 | Additional cash for chair role |
| Election to receive stock in lieu of cash | Allowed quarterly, at 30-day average “Conversion Price” | Unchanged | Fully vested shares issued quarterly |
| 2024 Director Compensation (Austin) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | — | Elected to receive stock in lieu of cash |
| Stock Awards (total) | 251,219 | Includes 4,109 fully vested shares (Quarterly Retainer Grants on Apr 1, Jul 1, Oct 1, 2024; Jan 2, 2025) and RSU award of 15,116 shares granted Jul 1, 2024 |
| Total | 251,219 | Sum of components |
- Unvested RSUs at 12/31/2024: 72,406 shares (Austin) .
- Annual equity grant mechanics: FY2024 incumbent directors received RSUs valued at $195,000; FY2025 annual equity grants increased to $200,000; annual grants vest in full on first anniversary of grant date, with accelerated vesting at annual meeting if not re-elected .
Performance Compensation
- Freshworks does not disclose performance-based compensation for non-employee directors; director equity awards are time-based RSUs (not tied to revenue/TSR metrics) .
Other Directorships & Interlocks
- Current public boards: Verizon, CrowdStrike, AbbVie .
- Interlock: Sameer Gandhi (FRSH director) also serves on CrowdStrike’s board, creating a shared external directorship that may facilitate information flow; no related-party transactions are disclosed involving these entities in the proxy’s related-person transactions section .
Expertise & Qualifications
- Extensive CEO/COO/CFO operating track record across media/technology and investment advisory roles; former audit partner (Deloitte) indicating deep financial oversight capability .
- Lead Independent Director governance responsibilities strengthen independent oversight of agendas, information, executive evaluation discussions, and shareholder liaison functions .
Equity Ownership
| Holding Type | Amount (shares) | % Ownership |
|---|---|---|
| Class A Common Stock | 143,156 | <1% |
| Class B Common Stock | 273,849 | <1% |
| RSUs vesting within 60 days of 3/31/2025 (Class B) | 22,920 | — |
| Unvested RSUs (as of 12/31/2024) | 72,406 | — |
- Ownership guidelines: Adopted Dec 2024—non-employee directors must hold shares equal to 4× annual cash retainer; Covered Individuals were in compliance as of 12/31/2024 or on schedule per guideline timing .
- Hedging/pledging: Prohibited for directors under insider trading policy; margin accounts and pledging stock as collateral also prohibited .
Governance Assessment
- Positive signals:
- Independent leadership: Austin’s Lead Independent Director role and chairmanship of Nominating & Governance enhance board independence, agenda control, and oversight of director independence/composition .
- Alignment: Election to take equity in lieu of cash and sizeable unvested RSUs indicate “skin in the game”; stock ownership guidelines bolster long-term alignment; hedging/pledging bans prevent misalignment .
- Board engagement: FY2024 board met 11 times; all directors met ≥75% attendance threshold .
- Watch items:
- External board load and interlock: Concurrent service on multiple large-cap boards and shared board service at CrowdStrike with an FRSH director (Gandhi) may create time demands and perceived interlocks; no related-party transactions are disclosed involving Austin in the proxy .
No director-specific related-party transactions involving Austin are disclosed in the 2025 proxy; audit committee reviews related-person transactions per policy . Say-on-pay in 2023 saw >96% approval, suggesting broad shareholder support for pay practices (context for governance environment) .