David Peterson
Guidewire SoftwareAbout David Peterson
David Peterson, age 64, is Guidewire’s Chief Accounting Officer (since May 2020) and principal accounting officer (appointed July 24, 2025). He previously served as Corporate Controller (July 2018–May 2020) and holds a B.S. in Accounting from Oklahoma State University; he is a CPA. Company-level performance metrics tied to his equity include ARR; FY2025 ARR reached $1,040M and FY2023 performance-vesting RSUs paid out at 120% of target based on this achievement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Guidewire Software | Principal Accounting Officer | Appointed July 24, 2025 | Elevated to principal accounting officer; no new compensation arrangements; standard executive/indemnification agreements |
| Guidewire Software | Chief Accounting Officer | Since May 2020 | Leads accounting; previously Corporate Controller |
| Guidewire Software | Corporate Controller | July 2018–May 2020 | Controller responsibilities prior to CAO promotion |
| Various entities | Consulting external CFO | Nov 2016–June 2018 | Provided finance leadership to multiple entities |
| Keynote Systems, Inc. | CFO | Jan 2014–Oct 2015 | Senior finance leadership at marketing software company |
| Keynote Systems, Inc. | Chief Accounting Officer & Corporate Controller | July 2009–Dec 2013 | Led accounting and control functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jade Global (private IT services) | Board Director; Chair of Audit & Compensation Committees | Current | Governance and oversight of audit and compensation |
Fixed Compensation
| Component | FY2025 Reported | Notes |
|---|---|---|
| Base Salary ($) | 308,750 | FY2025 salary effective Nov 1, 2024 (1% increase vs FY2024) |
| Target Bonus ($) | 155,000 | Bonus plan threshold/target/max set at $77,500 / $155,000 / $232,500 |
| Actual Bonus Paid ($) | 200,681 | Non-Equity Incentive Plan Compensation FY2025 |
| All Other Comp ($) | 6,536 | Includes $6,000 401(k) match; $536 life insurance premium |
| Current Base (as of Jul 29, 2025) ($) | 310,000 | Target cash bonus 50% of base (i.e., $155,000) per appointment 8‑K |
Performance Compensation
Annual Cash Bonus Plan
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Company bonus plan (specific metrics not disclosed) | — | $77,500 | $155,000 | $232,500 | $200,681 | Paid under FY2025 bonus plan; payout mechanics per plan |
Equity Awards and Performance Outcomes
| Grant Type | Grant Date | Metric | Threshold | Target | Maximum | Actual Performance | Payout/Vesting |
|---|---|---|---|---|---|---|---|
| Performance‑Vesting RSUs (FY2023 grant, Second Tranche) | 9/13/2023 | ARR (constant currency) FY2025 | $900M | $1,000M | $1,100M | $1,040M | 120% of target; Peterson received 2,479 units |
| Time‑Vesting RSUs | 9/11/2024 | N/A | N/A | N/A | N/A | N/A | 2,325 RSUs; quarterly vesting over four years |
Equity program design: Time‑vesting RSUs generally vest quarterly over 4 years; performance‑vesting RSUs typically cliff vest after three years contingent on predefined multi‑year financial results (FY2024–FY2026 series) .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 8,599 | As of Oct 20, 2025; <1% of shares outstanding |
| Ownership % of Outstanding | <1% | Company had 85,018,893 shares outstanding at record date |
| Shares Vested in FY2025 (#) | 5,520 | Value realized on vesting: $1,019,897 |
| Options Exercised in FY2025 (#) | — | No option exercises; value realized on exercise: — |
| Options Outstanding (FY2025 YE) | None | No options outstanding for NEOs |
| Anti‑Hedging / Anti‑Pledging | Prohibited | Company insider trading policy prohibits hedging and pledging by executives/directors |
Outstanding Unvested Equity at FY2025 Year End (Market value based on $226.22/share)
| Grant Date | Type | Unvested Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 9/14/2021 | Time‑vesting RSUs | 140 | $31,671 |
| 9/15/2022 | Time‑vesting RSUs | 1,291 | $292,050 |
| 9/15/2022 | Performance‑vesting RSUs | 2,754 | $623,010 |
| 9/13/2023 | Time‑vesting RSUs | 1,800 | $407,196 |
| 9/13/2023 | Performance‑vesting RSUs | 3,199 | $723,678 |
| 9/13/2023 | Time‑vesting RSUs (2‑year, annual vest) | 278 | $62,889 |
| 9/11/2024 | Time‑vesting RSUs | 1,890 | $427,556 |
Ownership guidelines: Current proxy details stock ownership guidelines for non‑employee directors only; historical proxies referenced executive guidelines (≥1x base salary for Section 16 officers). No executive ownership guideline disclosure in the latest proxy; anti‑hedging and anti‑pledging policies remain in effect .
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|
| Involuntary termination without cause (no CIC) | 0.5x base salary (Peterson) | 6 months continuation or cash equivalent | None | Requires release of claims; others receive 1.0x salary (Peterson lower) |
| Change in control (no termination; awards not assumed) | — | — | Equity accelerates; value estimate $1,940,515 | Assumes awards not assumed/continued by successor |
| Involuntary termination in connection with CIC (double trigger) | 0.75x (salary + target bonus) lump sum = $348,750 | 9 months continuation or cash equivalent = $8,639 | Full acceleration; value estimate $2,664,193 | Double‑trigger window: 2 months pre‑ to 12 months post‑CIC |
| Termination without cause (no CIC) — estimated | $155,000 | $5,759 | — | Based on FY2025 assumptions on July 31, 2025 |
Additional terms:
- 280G/4999 excise tax “best‑net” cut‑down: Payments reduced if doing so results in higher net after‑tax benefit; no tax gross‑ups .
- Clawback policy: Company can recoup performance‑based compensation upon material restatement or certain for‑cause/reputational harm scenarios; 2020 Stock Plan awards subject to clawback .
Compensation Structure Notes
- FY2025 equity for Peterson was solely time‑vesting RSUs (2,325 units; grant date 9/11/2024, $390,763 fair value); Compensation Committee “structured Mr. Peterson’s equity awards to incentivize retention.” No FY2025 performance‑vesting RSUs were granted to him .
- Base salary increased modestly (+1% YoY to $308,750 effective Nov 1, 2024); current base is $310,000 with a 50% bonus target as of his PCAO appointment .
- FY2025 actual bonus payout of $200,681 indicates meaningful achievement under plan criteria; specific cash bonus metrics are not disclosed in the proxy .
- No options outstanding; equity mix favors RSUs over options, reducing downside risk and potentially lessening performance sensitivity vs options .
Equity Vesting Schedules and Potential Selling Pressure
- Time‑vesting RSUs generally vest quarterly over four years, creating regular vesting events that often lead to tax‑related share sales; Peterson’s 9/11/2024 grant follows this cadence .
- Performance‑vesting RSUs from 2023 cliff vest after three years contingent on multi‑year results (FY2024–FY2026), concentrating potential vesting and sale pressure around the vest date .
- FY2025 realized value upon vesting: $1,019,897 across 5,520 shares; no option exercises (none outstanding), limiting exercise‑driven sales pressure .
Governance Policies (Alignment and Risk Controls)
- Anti‑hedging and anti‑pledging: Executives and directors are prohibited from hedging and pledging company stock, reducing misalignment and collateral risk .
- Clawback: Performance‑based compensation subject to recoupment upon material restatement or specified for‑cause scenarios; 2020 Stock Plan explicitly subject to clawback .
- Ownership guidelines: Non‑employee directors must own ≥5x annual cash retainer; all directors with ≥3 years tenure were compliant as of July 31, 2025. No current executive ownership guideline disclosure in the latest proxy .
Investment Implications
- Retention risk appears moderated by quarterly RSU vesting and modest severance (0.5x salary non‑CIC; 0.75x salary+target bonus CIC), suggesting disciplined termination cost and ongoing retention incentives; FY2025 equity was structured “to incentivize retention” .
- Pay‑for‑performance linkage is credible via ARR‑tied PSUs with 120% payout for FY2025, aligning Peterson’s historical PSU outcomes to company ARR performance; however, his FY2025 grant mix was purely time‑based, reducing near‑term performance sensitivity vs peers who received PSUs .
- Ownership alignment is modest (8,599 shares; <1%); anti‑hedging/anti‑pledging and clawback frameworks strengthen governance, lowering alignment and misconduct risks; no options outstanding further limits volatility‑linked incentives .
- Potential trading signals: Regular quarterly vesting from the 9/11/2024 RSU grant and a three‑year PSU cliff in 2026 may create predictable windows for tax‑related selling; FY2025 vesting realized ~$1.02M, underscoring meaningful equity monetization cadence .