Jeff Cooper
Guidewire SoftwareAbout Jeff Cooper
Jeff Cooper, age 49, is Guidewire’s Chief Financial Officer, appointed CFO in June 2020 after serving as interim CFO since March 5, 2020; he joined the company in 2017 as Vice President of Finance. He previously served as CFO of GoodData (2016–2017) and VP Finance at Rally Software (2013–2016), and was a Vice President in Deutsche Bank Securities’ investment banking division focused on the software industry; he holds a B.A. in Political Science from Princeton University and an M.B.A. from London Business School . Company performance during his tenure shows ARR rising from $575M (FY2021) to $1,041M (FY2025) and net income improving from a loss of $(180,431)k (FY2022) to a profit of $69,804k (FY2025), with Guidewire’s cumulative TSR value-of-$100 reaching 192.27 in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoodData | Chief Financial Officer | 2016–2017 | Led finance at a cloud analytics platform; public-company readiness and controls |
| Rally Software | Vice President, Finance | 2013–2016 | Public SaaS finance leadership and operating rigor |
| Deutsche Bank Securities | Vice President (software investment banking) | — | Advised software companies on capital markets and M&A |
External Roles
No external directorships disclosed for Jeff Cooper in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 464,500 (effective Nov 1, 2024) |
| Target Bonus (% of Base) | — | 75% | 75% |
| Actual Cash Bonus ($) | 377,400 | 366,000 | 452,715 |
| All Other Comp ($) | 5,748 | 5,707 | 6,775 |
Performance Compensation
Annual Bonus – FY2025 Design and Outcomes
| Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| ARR (constant currency) | 51% | $958M | $1,008M | $1,058M | $1,032M | Straight-line 50–150%; 0% below threshold |
| Adjusted Non-GAAP Operating Income (Loss) | 34% | ($5M) | $25M | $55M | $66M | Straight-line 50–150%; includes SBC expense |
| Strategic Scorecard (VPMOM) | 15% | 50% | 100% | 150% | 100% | Discretionary assessment and straight-line |
| Company Performance Factor | — | — | — | — | 130% | Applies to NEO bonuses |
Additional details:
- FY2025 Adjusted Non-GAAP Operating Income reconciliation: GAAP op income $41,068k plus adjustments (amortization $5,444k; acquisition holdback $177k; bonus accrual above 100% $19,483k) = $66,172k .
- Jeff’s FY2025 annual bonus paid: $452,715 (75% target of base × 130% company factor) .
Equity Awards and Performance-Vesting Mechanics
| Item | FY2025 RSUs – Grant | Vesting/Performance Structure | FY2025 Performance Factor (Year 1) | Final Vesting Date |
|---|---|---|---|---|
| Time-Vesting RSUs | 16,606 units; grant-date fair value $2,790,971 | Vests quarterly over 4 years, subject to continuous service | N/A | Quarterly over 4 years |
| Performance-Vesting RSUs (Target) | 16,606 units; grant-date fair value $2,790,970 (probable outcome) | 3-year average of annual metrics (ARR 60%, Adjusted Non-GAAP Op Inc 40%), 50–150% of target eligible; cliff vest contingent on performance and service | Combined weighted attainment 135% for FY2025 (ARR 125%; Adj Non-GAAP 150%) | September 15, 2027 |
Prior performance award payout:
- FY2023 grant (Second Tranche) paid at 120% of target based on FY2025 ARR of $1,040M; Jeff’s shares delivered: 16,522 .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Oct 20, 2025) | 36,477 shares; less than 1% of outstanding |
| Shares scheduled to vest within 60 days of record date | 5,286 RSUs |
| Unvested Time-Based RSUs (by grant) | 970 (9/14/2021) [$219,433]; 8,605 (9/15/2022) [$1,946,623]; 15,645 (9/13/2023) [$3,539,212]; 13,493 (9/11/2024) [$3,052,386] |
| Unearned Performance-Based RSUs (by grant) | 27,813 (9/13/2023) [$6,291,857]; 16,606 (9/11/2024) [$3,756,609] |
| Options outstanding | None; no NEO stock options outstanding at FY2025 year-end |
| 2025 RSU vesting realized (supply signal) | 36,638 shares vested; $6,821,503 value realized on vesting |
| Stock ownership guidelines | Executives must hold ≥1.5× salary (CEO 4×); all NEOs employed ≥3 years were in compliance as of July 31, 2025 |
| Hedging/pledging | Hedging and pledging of company stock prohibited; pre-clearance and blackout windows enforced |
Notes:
- Equity award grant policy governs grant timing and pricing; amended March 12, 2025 for averaging windows around earnings .
- ESPP excludes senior executives; broad-based ownership tool for other employees .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At-will; Executive Agreements set initial position, base pay, target bonus, and benefits |
| Severance (no CIC) | Cash severance equal to 12 months’ base salary; 12 months health benefits |
| Change-in-Control (double-trigger) | 1× (base + target bonus) cash; 12 months health benefits; full acceleration of all outstanding equity upon qualifying termination within 2 months before or 12 months after a CIC |
| 280G/4999 treatment | Cut-back to avoid excise tax if beneficial; no tax gross-ups |
| Clawbacks | Required clawback (Dodd-Frank) for restatements; supplemental discretionary clawback for misconduct causing reputational harm; applies to incentive-based comp |
| Pension/Deferred comp | No defined benefit pension; no non-qualified deferred compensation program |
| Perquisites | 401(k) match up to $6,000 and life insurance premiums (FY2025 life insurance premium $775 for Jeff) |
Change-in-control economics (illustrative, assuming trigger on July 31, 2025):
- “Involuntary termination in connection with CIC” total (cash + equity acceleration + benefits) for Jeff: $24,469,957 .
Performance & Track Record (Company-level context)
| Measure | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Annual Recurring Revenue (constant currency, $M) | 575 | 683 | 761 | 864 | 1,041 |
| Net Income (Loss, $000s) | (66,507) | (180,431) | (111,855) | (6,103) | 69,804 |
| Company TSR – $100 initial | 97.91 | 66.05 | 72.09 | 127.55 | 192.27 |
Governance and shareholder feedback:
- Say-on-pay support exceeded 98% at the December 17, 2024 annual meeting .
Compensation Structure Analysis
- Mix and trend: Jeff’s FY2025 compensation emphasizes equity ($5,581,941 stock awards vs. $464,500 salary and $452,715 cash bonus), consistent with pay-for-performance orientation and retention objectives .
- Equity vehicle choice: RSUs (time-based and performance-based) predominate; no options outstanding — a lower-risk equity mix for executives .
- Performance metrics: Heavy weighting to ARR and Adjusted Non-GAAP Operating Income (85% combined) in annual bonus, plus multi-year ARR and profitability in PSUs; 2025 Company Performance Factor set at 130% .
- Discretionary elements: Strategic Scorecard (15% weight) assesses VPMOM goals, sustainability, customer satisfaction, and product milestones .
- Clawbacks and ownership: Robust clawback framework and strict hedging/pledging prohibitions align incentives with long-term shareholder value; executives in compliance with ownership guidelines .
Equity Ownership & Alignment (Detail)
| Category | Detail |
|---|---|
| Beneficial ownership % | Less than 1% of 85,018,893 shares outstanding |
| Unvested equity cadence | Quarterly time-vesting; PSU cliff on 9/15/2027; FY2023 performance tranche paid at 120% |
| Near-term vesting activity | 5,286 RSUs within 60 days of record date; 36,638 shares vested in FY2025 with $6.82M value realized |
Related Party Transactions, Legal, and Red Flags
- Section 16 compliance: All filings timely except late administrative filings by other individuals; no issues noted for Jeff Cooper .
- Related parties: No transactions disclosed involving Jeff Cooper; overall related-party oversight via Audit Committee .
- Risk indicators: No tax gross-ups; no option repricing; pledging prohibited; clawbacks in place .
Compensation Peer Group (Benchmarking context)
Guidewire’s FY2025 peer group used for executive compensation benchmarking includes 16 software companies (e.g., Elastic, Five9, HubSpot, Okta, Veeva, Paycom, Dynatrace, Manhattan Associates, Qualys, Paylocity, BlackLine, AppFolio, AspenTech, CCC Intelligent Solutions) with revenue and market caps scaled ⅓–3× Guidewire; FY2026 peer group refreshed to add Procore, PTC, Samsara and remove Splunk, ANSYS .
Investment Implications
- Alignment and execution: Jeff’s pay is highly equity-weighted with multi-year metrics (ARR and profitability), and FY2025 PSU year-1 attainment at 135% indicates strong operational progress; annual bonus paid at 130% reflects outperformance on ARR and adjusted operating income .
- Selling pressure: Quarterly RSU vesting and the 9/15/2027 PSU cliff create predictable supply windows; FY2025 vesting totaled 36,638 shares with $6.82M value realized, signaling potential periodic liquidity events around vest dates .
- Retention and CIC leverage: Double-trigger CIC terms with full equity acceleration and 1× cash multiple (base+bonus) represent meaningful event-driven value ($24.47M illustrative), reducing retention risk through certainty but increasing M&A-related realization incentives .
- Governance quality: Strong say-on-pay support (98%+), clawbacks, and anti-pledging policies support investor alignment; no tax gross-ups or options repricing reduce governance red flags .