Catherine Lego
Guidewire SoftwareAbout Catherine P. Lego
Catherine P. Lego (age 69) has served as an independent director of Guidewire Software since September 2019. She currently chairs the Audit Committee and is designated a financial expert, and serves on the Nominating & Corporate Governance Committee and the Business Opportunities Committee. Her background includes decades in finance and governance across public technology boards, prior CPA practice, and degrees from Williams College (B.A. Economics & Biology) and NYU Stern (M.S. Accounting) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Lam Research Corporation | Director | 2009–2022 | Audit Chair (2009–2014), Compensation Chair (2015–2020), Audit Member (2020–2022), Nominating & Governance Member (2014–2022) |
| IPG Photonics Corporation | Director | Jul 2016–May 2021 | Compensation Chair; Audit Committee Member |
| Fairchild Semiconductor International Inc. | Director | 2013–2016 | Compensation Member; Nominating & Governance Member |
| SanDisk Corporation | Director | 1989–2016 (except 2002–2004) | Audit Chair |
| Cypress Semiconductor Corporation | Director | 2018–Apr 2020 | Audit Chair; Nominating & Corporate Governance Member |
| Lego Ventures, LLC | Principal/Owner (Angel investor/financial consultant) | Jun 1992–Dec 2018 | Early-stage tech investing/finance advisory |
| Coopers & Lybrand (now PwC) | Certified Public Accountant | Prior to investing career | Public accounting practice (CPA) |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cirrus Logic, Inc. | Director | Since 2020 | Chair, Nominating & Corporate Governance (since 2020); Audit Committee Member (joined Jul 2023) |
Board Governance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 9 | All committee members independent and qualify as “financial expert” under SEC rules |
| Nominating & Corporate Governance | Member | 6 | Independent membership; oversight of governance and sustainability |
| Business Opportunities | Member | 6 | Reviews venture investment strategies and business opportunities |
- Independence: Board determined 8 of 9 directors are independent; Ms. Lego is independent .
- Attendance: Each current director attended at least 75% of Board and committee meetings in FY2025; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management, led by the independent Chair .
Fixed Compensation
| Component (Policy) | Policy Amount ($) | Ms. Lego’s Actual FY2025 Fees ($) |
|---|---|---|
| Board annual cash retainer | 50,000 | 83,772 (total cash fees earned) |
| Audit Committee Chair | 30,000 (effective Jan 1, 2025) | Included in total |
| Nominating & Corporate Governance Member | 5,000 | Included in total |
| Business Opportunities Member | 2,500 | Included in total |
| Meeting fees/perquisites | None (no meeting fees; no fringe benefits) | — |
The director cash retainer is paid quarterly and pro-rated for service changes; the policy cap for total director comp value per calendar year is $750,000 .
Performance Compensation
| Item | Value / Terms | Notes |
|---|---|---|
| Annual director RSU grant (target) | $225,000 value | Time-based RSUs; initial grant pro-rated; vest fully on earlier of one-year anniversary or next annual meeting; full vesting on change-in-control |
| Stock awards (grant-date fair value, FY2025) | $208,885 | Calculated using 10-trading day trailing average closing price rounding to whole shares |
| Unvested RSUs held as of 7/31/2025 | 1,211 RSUs | Annual director RSU structure |
| Performance metrics (director equity) | Not applicable | Director RSUs are time-based, not performance-based |
Other Directorships & Interlocks
| Company | Relationship to GWRE | Potential Interlock/Conflict |
|---|---|---|
| Cirrus Logic, Inc. | Unrelated sector (mixed-signal semiconductors) | No GWRE-related transactions disclosed |
| Lam Research, IPG Photonics, Fairchild Semi, SanDisk, Cypress | Prior service in semiconductor/laser industries | No GWRE-related transactions disclosed |
- Related-party transactions: Proxy discloses one employment relationship (daughter of Director Paul Lavin) reviewed for independence; no related-party transactions involving Ms. Lego are disclosed .
Expertise & Qualifications
- Financial expert and audit leadership across multiple public boards; designated “financial” skill in board matrix .
- Governance, risk, and compliance expertise; chair roles in NCG and audit committees historically .
- CPA background and extensive finance and business management experience .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (as of Oct 20, 2025) | 15,197 shares | <1% of outstanding; includes 1,211 RSUs vesting within 60 days and 2,000 shares held via trust where she is trustee |
| Ownership as % of shares outstanding | <1% | Based on 85,018,893 shares outstanding |
| Shares pledged/hedged | None disclosed | No pledging/hedging disclosure for Ms. Lego |
| Director ownership guidelines | Required ≥5x annual cash retainer | All non-employee directors with ≥3 years of service (including Ms. Lego) have satisfied guidelines as of 7/31/2025 |
Shareholder Vote Signals
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Catherine P. Lego (Dec 17, 2024) | 68,583,932 | 5,266,299 | 20,142 | 3,928,425 |
| 2024 Say-on-Pay (NEO compensation) | 72,505,553 | 1,295,518 | 69,302 | 3,928,425 |
- The company notes >98% support for executive compensation in the 2024 annual meeting, reflecting broad investor support .
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Late Form 4 filings (FY2025) | None disclosed for Ms. Lego; late filings noted for Mullen and Sloan due to administrative error; Peterson filed late Form 3 upon appointment |
Governance Assessment
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Strengths:
- Independent Audit Chair; designated financial expert; oversight of auditor independence and financial reporting; strong committee activity (Audit met 9x in FY2025) .
- Robust governance engagement, regular executive sessions, and clear independence structure (separate Chair/CEO; majority-independent board) .
- Alignment: Director equity is time-based RSUs with annual vest alignment to shareholder meetings; ownership guidelines met (≥5x retainer) .
- Investor confidence: Strong director election support and high Say-on-Pay approval .
-
Watch items:
- Multi-board workload (current role at Cirrus Logic; extensive prior board service) requires ongoing monitoring of capacity, but no attendance issues are disclosed (≥75% requirement met) .
- Director equity is not performance-based (typical for directors); investors may prefer emphasis on ownership versus performance link, which GWRE addresses via ownership guidelines .
-
Red flags:
- No related-party transactions, pledging, or hedging disclosed for Ms. Lego .
- No meeting fees or perquisites; director comp capped under plan, which mitigates pay inflation risk .
Overall, Ms. Lego brings deep audit, finance, and governance expertise, with independent leadership and solid ownership alignment, supporting board effectiveness and investor confidence .