David Bauer

About David S. Bauer

David S. Bauer, age 65, has served as an independent director of Guidewire Software since October 2022. He is Managing Partner and Co‑Founder of Holding Ground Decision Intelligence LLC (since January 2020) and previously was Managing Partner at Sand Hill East LLP (2014–2020), Chief Technology Officer at Asurion, and Chief Information Security Officer at Morgan Stanley and Merrill Lynch. He holds a B.A. and M.S. in Computer Science from Rutgers University .

Past Roles

External Roles

• No other public company directorships disclosed for David S. Bauer in Guidewire’s proxy materials .

Board Governance

• Independence: Independent director; Guidewire reports eight of nine directors are independent (CEO is the sole non-independent) .
• Committee assignments (FY2025):
  • Compensation Committee member (Chair: Jeffrey Sloan) .
  • Risk Committee member (Chair: Rajani Ramanathan) .
  • Business Opportunities Committee (BOC) Chair .
  • Not a member of the Audit Committee (Chair: Catherine P. Lego) .
• Attendance: The Board met 5 times in FY2025; each current director attended at least 75% of Board and committee meetings .
• Executive sessions: Independent directors meet in regular executive sessions led by the Chairman .

Fixed Compensation

Non-employee director compensation received by David S. Bauer:

Program structure (applicable to all non‑employee directors):

• Annual Board retainer: $50,000; committee chair/member retainers (e.g., BOC Chair $5,000; Compensation Committee member $10,000; Risk Committee member $10,000) .
• Equity: Initial RSUs valued at $225,000 (pro‑rated) and annual RSUs valued at $225,000; grant date value may differ due to trailing price methodology .

Performance Compensation

Director equity is time-based; no performance metrics apply to director grants.

Unvested RSUs held by David S. Bauer (reported each year-end):

Other Directorships & Interlocks

• None disclosed for David S. Bauer; Guidewire notes general governance policies and independence across committees .

Expertise & Qualifications

• Deep software development and enterprise IT leadership, with specialized expertise in information security from CISO roles at Morgan Stanley and Merrill Lynch; prior CTO at Asurion; senior advisory leadership at Sand Hill East and Holding Ground Decision Intelligence .
• Relevant for Guidewire’s Risk Committee oversight of cybersecurity, data management, and emerging tech risks (including AI) .

Equity Ownership

Beneficial ownership and alignment:

Stock ownership guidelines:

• Non-employee directors must own ≥5× annual cash retainer by the first July 31 following the three-year anniversary of initial election; as of July 31, 2025, all directors with ≥3 years of service had satisfied the requirement (Bauer’s compliance deadline falls on July 31, 2026, given his October 2022 appointment) .

Initial SEC filing:

• Form 3 filed October 3, 2022 reported no securities beneficially owned at appointment .

Governance Assessment

• Board effectiveness and roles: Bauer’s cybersecurity and IT leadership strengthens Risk Committee oversight; as BOC Chair, he influences venture and strategic opportunity reviews—important for capital allocation discipline . His Compensation Committee seat ties him into pay practices, with consultant support (Semler Brossy) and robust shareholder engagement .
• Independence and attendance: Independent with documented Board/committee attendance ≥75%; broad committee independence across Guidewire’s governance structure .
• Director pay mix and alignment: Cash plus RSUs with one-year vest aligns near-term service with shareholder equity; RSUs accelerate upon a sale, standard in market; overall pay declined from FY2023→FY2025 on lower RSU grant value, signaling restraint as equity values rose .
• Ownership trajectory: Beneficial holdings increased materially since appointment (676→5,903 shares), consistent with guideline progress; percent of class remains <1% (typical for outside directors) .
• Shareholder signals: Say‑on‑pay garnered >98% support at 2024 annual meeting, indicating strong investor confidence in compensation governance; continued outreach to top holders underscores responsiveness .
• Related party/conflicts: Guidewire discloses a formal related party transaction policy and routine indemnification for directors; no related party transactions involving Bauer are disclosed, and all committee members meet independence standards .

RED FLAGS

• None identified in company disclosures: no related-party transactions involving Bauer; independent committee service; documented attendance; high say‑on‑pay support .

Notes on Committee Cadence

• FY2025 meetings: Audit (9), Compensation (8), Nominating & Corporate Governance (6), Risk (5), BOC (6), illustrating active committee oversight across financial reporting, pay, governance, risk, and strategic opportunities .