Jeffrey Sloan
Guidewire SoftwareAbout Jeffrey Sloan
Jeffrey Sloan, age 58, is an independent director of Guidewire Software, appointed effective January 21, 2025. He is the former CEO of Global Payments Inc. (2013–2023), previously President (2010–2013), and earlier a Goldman Sachs partner and worldwide head of the financial technology group; he holds a B.S. in Finance from Wharton and a J.D. from NYU School of Law . With the exception of the CEO, all GWRE director nominees are independent under NYSE rules; the Board has determined eight of nine current directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. | Chief Executive Officer | Oct 2013–Jun 2023 | Led a global software and payments provider |
| Global Payments Inc. | President | Jun 2010–Sep 2013 | Senior operating leadership |
| Goldman Sachs | Partner; Worldwide Head of Financial Technology Group | Sep 1998–May 2010 | Leadership in corporate finance and investment banking |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Corpay, Inc. | Director | Jul 2013 | Not disclosed in GWRE proxy |
| NCR Voyix Corporation | Director | Mar 2025 | Compensation Committee Chair; Audit Committee member |
| Verifone, Inc. | Director | Jun 2025 | Not disclosed in GWRE proxy |
Board Governance
- Committee assignments (GWRE): Compensation Committee Chair; Risk Committee member; Business Opportunities Committee member .
- Independence: Independent under NYSE rules (all committee members satisfy independence criteria) .
- Attendance: The Board held 5 meetings in FY2025; each current director attended at least 75% of Board and applicable committee meetings. All current directors as of the 2024 annual meeting attended that meeting .
- Executive sessions: Regular sessions of independent directors led by the independent Chair .
Fixed Compensation
Standard non-employee director compensation framework (calendar 2025):
| Position | Annual Cash Retainer ($) | Equity Compensation ($) | Notes |
|---|---|---|---|
| Board Membership | 50,000 | Initial RSUs $225,000 (pro-rated); Annual RSUs $225,000 | RSUs vest at 1-year anniversary or next annual meeting; fully vest upon sale |
| Chairman of the Board | +50,000 | — | |
| Lead Customer Advocate | +30,000 | — | |
| Audit Committee Chair | +30,000 (raised from $25,000) | — | Effective Jan 1, 2025 |
| Audit Committee Member | +12,500 | — | |
| Compensation Committee Chair | +20,000 | — | |
| Compensation Committee Member | +10,000 | — | |
| Nominating & Corporate Governance Chair | +10,000 | — | |
| Nominating & Corporate Governance Member | +5,000 | — | |
| Risk Committee Chair | +20,000 | — | |
| Risk Committee Member | +10,000 | — | |
| Business Opportunities Committee Chair | +5,000 | — | |
| Business Opportunities Committee Member | +2,500 | — |
Sloan’s actual FY2025 director compensation (pro-rated for appointment January 21, 2025):
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | 31,498 |
| Stock Awards ($) (grant date fair value, RSUs) | 213,251 |
| Total ($) | 244,749 |
| Unvested RSUs Held (as of 7/31/2025) | 1,175 |
Performance Compensation
Director equity grants are time-based RSUs; there are no performance-conditioned director awards.
| Grant Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Initial Director RSUs (pro-rated) | 2025 (appointment Jan 21, 2025) | Included in total 1,175 unvested RSUs at 7/31/2025 | 213,251 | Full vest on earlier of 1-year anniversary or next annual meeting; full acceleration upon sale of the Company |
Policy features:
- Clawback: All awards under the 2020 Stock Plan are subject to the Company’s clawback policies (Required and Supplemental) adopted Oct 2, 2023 .
- Insider trading policy: Prohibits hedging and pledging of Company equity securities by directors and officers; requires pre-clearance; blackout periods apply .
Other Directorships & Interlocks
| Entity | Relationship to GWRE | Potential Interlock/Conflict |
|---|---|---|
| NCR Voyix; Verifone; Corpay | Unrelated sectors (digital commerce/payments vs. GWRE P&C insurance software) | No related party transactions disclosed involving Sloan; committees at GWRE review conflicts |
Expertise & Qualifications
- Board skill matrix indicates Sloan brings software industry experience, investment acumen, senior leadership, experience operating >$1B organizations, public company board experience, cybersecurity/infrastructure insight, governance/risk/compliance, and financial expertise .
- Education: B.S. Finance (Wharton); J.D. (NYU) .
Equity Ownership
| Item | Details |
|---|---|
| Beneficial Ownership (shares) | 1,175 (includes RSUs that vest within 60 days of record date) |
| Percent of Class | <1% (based on 85,018,893 shares outstanding at record date) |
| Vested vs. Unvested | 1,175 unvested RSUs as of 7/31/2025 |
| Pledging/Hedging | Prohibited by insider trading policy |
| Director Ownership Guideline | Must own at least 5x annual cash retainer by first July 31 following 3-year anniversary; directors with ≥3 years’ service are in compliance; Sloan’s compliance date not yet reached |
Governance Assessment
- Committee leadership and engagement: Sloan chairs the Compensation Committee and serves on the Risk and Business Opportunities Committees, positioning him at the center of executive pay design, risk oversight (including AI/data privacy), and venture/investment reviews .
- Independence and attendance: Independent under NYSE rules; Board-level attendance standards met across directors; executive sessions and independent chair support robust oversight .
- Compensation structure: Director pay is a mix of cash retainers and time-based RSUs; RSUs vest on annual cycle and accelerate upon a sale (single-trigger), which investors should note for potential change-of-control alignment considerations .
- Pay governance signals: As Compensation Committee Chair, Sloan oversees use of an independent consultant (Semler Brossy), peer group calibration, clawback adoption, and say-on-pay outcomes; 2024 say-on-pay approval exceeded 98% .
- Conflicts/related-party: No related-party transactions disclosed involving Sloan; Board affirmed independence for all committee members; insider policy restricts hedging/pledging .
- RED FLAGS:
- Late Section 16 filing: Sloan filed one late Form 4 (administrative error) in FY2025; monitor future timeliness given market sensitivity .
- Multiple external boards: Extensive external commitments (NCR Voyix Compensation Chair; Verifone; Corpay) could pose time-commitment risk; however, no interlocks or related-party issues were disclosed with GWRE .
Insider Compliance Note
- Delinquent Section 16(a) reports: Sloan filed one late Form 4 (RSU grant) due to administrative error; other filing requirements complied with in FY2025 .