Sameer Gandhi
FreshworksAbout Sameer Gandhi
Sameer Gandhi (age 59) is an independent director at Freshworks (FRSH) and a long-tenured venture investor. He has served on the FRSH board since December 2019 and is a Partner at Accel, focusing on consumer, software, and services companies. He holds a B.S. and M.S. in Electrical Engineering and Computer Science from MIT and an M.B.A. from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accel | Partner | Since June 2008 | Focus on consumer, software and services; board experience across private companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Director | Current | Not disclosed in FRSH proxy; Gandhi “currently serves” on CRWD board |
| Various privately-held companies | Director | Current | Not disclosed in FRSH proxy |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: FRSH’s board determined all non-employee directors (including Gandhi) are independent under Nasdaq rules; compensation committee meets heightened independence standards .
- Attendance and engagement: Board met 11 times in FY2024; each board member attended at least 75% of board and committee meetings; compensation committee met 4 times and nominating/governance met 2 times in 2024 .
- Lead Independent Director: Roxanne S. Austin; scope includes agendas, executive sessions, liaison duties, and risk oversight coordination .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (2024) | $34,500 | Payable quarterly; directors may elect stock in lieu |
| Compensation Committee Chair fee (2024) | $15,000 | Payable quarterly |
| Nominating & Governance Committee member fee (2024) | $4,000 | Payable quarterly; membership fee not paid to committee chairs |
| Total cash retainer (indicative 2024) | $53,500 | Gandhi elected shares in lieu; see stock in-lieu details |
| Stock in-lieu of cash retainer (2024) | 3,725 fully-vested shares | Quarterly Retainer Grants; in lieu of cash fees |
| Annual director RSU grant (2024) | 15,116 RSUs | Granted July 1, 2024; time-based vesting, annual program value $195,000 |
| Reported director compensation (2024) | $245,834 (stock awards); $0 cash | FRSH director compensation table |
Program changes effective Jan 1, 2025: Board retainer to $35,000; Lead Independent Director retainer to $20,000; Nominating & Governance Chair retainer to $9,000; annual equity grant value increased to $200,000; directors may continue electing stock in lieu of cash .
Performance Compensation
- Non-employee director pay is not performance-based; equity is time-vesting. No revenue/EBITDA/TSR metrics apply to directors .
| Instrument | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| Annual RSU | July 1, 2024 | 15,116 | Vests in full on first anniversary of grant, with accelerated vesting if not re-elected at annual meeting |
| Stock in-lieu of cash retainer | Apr 1, Jul 1, Oct 1, 2024; Jan 2, 2025 | 3,725 total shares | Fully vested at grant; quarterly issuance based on 30-day average price |
Other Directorships & Interlocks
| Individual | External Public Board | Interlock with FRSH Board |
|---|---|---|
| Sameer Gandhi | CrowdStrike (CRWD) | Gandhi serves on CRWD board |
| Roxanne S. Austin | CrowdStrike (CRWD) | FRSH Lead Independent Director also on CRWD board |
| Johanna Flower | CrowdStrike (CRWD) | FRSH director and CRWD director |
- Implication: Multiple FRSH directors serve on CrowdStrike’s board, creating information-flow interlocks. No related-party transactions with CrowdStrike are disclosed in the FRSH proxy .
Expertise & Qualifications
- Venture investor and operator experience; extensive investment/business expertise in technology .
- Education: MIT (B.S., M.S. EE/CS); Stanford GSB (MBA) .
- Board qualification emphasis: compensation oversight (committee chair), governance and independence .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Unvested RSUs |
|---|---|---|---|---|
| Sameer Gandhi (incl. Accel-affiliated holdings per footnotes) | 4,431,433 | 13,669,300 | 18.11% | 15,116 (as of 12/31/2024) |
| Gandhi personal/trust/LP details | 32,163 (personal) | — | — | — |
| 446,395 (The Potomac Trust) | — | — | — | |
| 526,084 (Potomac Investments L.P. - Fund 1) | — | — | — |
- Ownership guidelines: Directors must hold shares equal to 4× annual cash retainer; FRSH reports Covered Individuals (including directors) were in compliance or within allowed time as of Dec 31, 2024 .
- Hedging/pledging: Prohibited; margin accounts and pledges of FRSH stock disallowed .
Governance Assessment
- Board effectiveness: Gandhi chairs the Compensation Committee (4 meetings in 2024) and serves on Nominating/Governance (2 meetings), aligning oversight with independence standards; board-wide attendance at or above 75% supports robust engagement .
- Pay oversight quality: Compensation Committee uses independent consultant Compensia; peer-group benchmarking; adoption of clawback (Oct 2023) and stock ownership guidelines (Dec 2024) strengthen pay-for-performance and alignment .
- Director pay alignment: Gandhi elected stock in lieu of cash retainer and received standard annual RSUs; no options or performance-linked director equity; indicative cash retainer was $53,500 for 2024 roles, but he chose equity-in-lieu—an alignment-positive signal .
- Ownership and influence: FRSH discloses substantial beneficial holdings tied to Accel-affiliated entities under footnotes, with Gandhi shown at 18.11% total voting power; this is a potential influence point to monitor, balanced by formal independence determinations and related-party transaction review protocols .
- Potential conflicts or related-party exposure: FRSH is party to an Investors’ Rights Agreement with entities affiliated with Accel, CapitalG, and Sequoia (registration rights); FRSH’s policy routes related-person transactions to the Audit Committee for approval/ratification—key mitigation for any Accel-linked matters . No specific Gandhi-related transactions are disclosed beyond ownership footnotes .
- Shareholder signals: Prior say-on-pay support >96% (2023) indicates investor confidence in compensation oversight; next advisory vote expected in 2026 .
RED FLAGS to monitor:
- Concentrated voting power via Accel-affiliated holdings tied to Gandhi’s disclosure line may create perceived influence risks despite independence findings; ensure rigorous application of related-person transaction policy and committee independence .
- Multi-board interlock with CrowdStrike (Gandhi, Austin, Flower) warrants continuous assessment for conflicts if business relationships were to arise; none disclosed currently .