Zachary Nelson

About Zachary Nelson

Independent director of Freshworks Inc. since 2021; age 63 as of March 31, 2025. Former CEO of NetSuite Inc. (2002–2017; acquired by Oracle in Nov 2016). Current public board: PagerDuty Inc. (since 2018); also director of private Acumatica, Inc. Degrees: B.S. Biological Sciences and M.A. Anthropology (Stanford University). Term expires at the 2027 annual meeting; classified as independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: Board determined Nelson is independent under Nasdaq listing standards; audit and compensation committees meet heightened independence criteria.
• Committees: Audit Committee member (not Chair); Compensation and Nominating committees—no membership. Audit Committee met 4 times in 2024; Nelson co-signed the Audit Committee report (with Chair Randy Gottfried and Frank Pelzer).
• Board leadership: Lead Independent Director Roxanne Austin; executive sessions and lead independent director responsibilities detailed.
• Attendance and engagement: Board met 11 times in the last fiscal year; each director attended at least 75% of board/committee meetings; 7 of 10 directors attended the 2024 annual meeting.

Fixed Compensation

• 2024 RSU grant: 15,116 Class A shares on July 1, 2024 (annual director grant).
• Elected shares in lieu of cash retainer: aggregate 3,099 fully vested Class A shares granted across 2024 quarters.
• Program structure: For 2024, annual cash retainer $34,500; committee member retainers—Audit $10,000, Compensation $7,500, Nominating $4,000; chair retainers—Audit $20,000, Compensation $15,000, Nominating $8,000; option to receive stock in lieu of cash (quarterly, using a 30-day average price).
• Effective Jan 1, 2025 changes: board retainer $35,000; Lead Independent Director $20,000; Nominating chair $9,000; annual equity grant increased to $200,000; new director initial equity $400,000 (three-year vest).

Performance Compensation

• Directors: No performance-based equity disclosed; director awards are time-based RSUs.
• Company pay-for-performance context (executives): 2024 PRSUs metrics and payout (shows governance emphasis on performance alignment). | Metric | Target ($mm) | Attainment ($mm) | Interpolated Achievement (% of Target) | Weight (%) | PRSU Payout (%) | |---|---:|---:|---:|---:|---:| | Revenue | 712.0 | 698.1 | 92.7% | 70 | 102.3 | | Free Cash Flow | 122.5 | 152.6 | 124.6% | 30 | See weight above (contributes to total) |

Other Directorships & Interlocks

• Current public company board: PagerDuty Inc.
• No FRSH proxy disclosure of interlocks or related-party transactions involving Nelson; FRSH describes a related-person transactions policy and lists investor agreements and director/officer indemnification.

Expertise & Qualifications

• Senior leadership in enterprise software; CEO experience at NetSuite; board experience at PagerDuty and Acumatica; STEM/business academic background (Stanford).

Equity Ownership

• Stock ownership guidelines adopted Dec 2024: non-employee directors must hold shares equal to 4× annual cash retainer; includes vested/unvested time-based RSUs; FRSH states covered individuals were in compliance as of Dec 31, 2024. Hedging and pledging prohibited for directors.

Governance Assessment

• Strengths:

  • Independence and committee service on Audit; alignment with heightened independence standards.
  • High engagement indicators: Audit Committee report signatory; board-wide ≥75% attendance; structured lead independent director oversight.
  • Compensation alignment: Director predominantly compensated via equity; election to take stock in lieu of cash retainer reinforces ownership alignment; robust stock ownership guidelines with compliance reported.
  • Pay-for-performance culture at FRSH (executive PRSUs tied to revenue and FCF), suggesting board oversight emphasis on performance metrics.

• Watch items:

  • No explicit designation as “audit committee financial expert” (roles held by Gottfried and Pelzer).
  • Dual-class voting structure (Class B 10 votes/share) shapes governance dynamics; Nelson’s beneficial ownership is <1%, limiting direct voting influence relative to major holders.
  • Related-person transaction oversight relies on policy; proxy lists general investor agreements and director/officer indemnification; continued monitoring for any future related-party exposure is prudent.

• Shareholder feedback:

  • Prior say-on-pay received strong support (>96% in 2023); say-on-pay frequency set to triennial (next expected at 2026 annual meeting).

Compensation Committee Analysis

• Composition: Sameer Gandhi (Chair), Johanna Flower, Randy Gottfried, Barry Padgett; all independent and “non-employee directors.”
• Consultant: Compensia engaged as independent adviser; peer group and market benchmarking used to calibrate pay; in late 2024, Compensia informed director program adjustments effective 2025.
• Peer groups used for executive benchmarking (2024 set includes AYX, CFLT, MDB, APPF, DBX, SMAR, BRZE, GTLB, CXM, AI, GWRE, WK, NET, HUBS, FIVN, etc.).

Fixed Compensation (Director Program Details)

Performance Compensation (Company Context Table)

Note: These apply to executive bonuses; directors do not have performance-based awards.

Equity Ownership & Alignment Table

Governance Assessment

• Overall, Nelson’s audit committee role, extensive operating experience, and equity-heavy director pay support investor-aligned oversight. Lack of financial expert designation and limited voting stake are minor watch factors within FRSH’s dual-class structure; no specific related-party transactions involving Nelson are disclosed in the proxy. Continued monitoring of committee outputs, director equity accumulation, and any evolving interlocks is advisable.