Michael Keller
Guidewire SoftwareAbout Michael C. Keller
Michael C. Keller, age 65, has served on Guidewire’s board since September 2019 and became independent Chairman in March 2024; he also serves as Lead Customer Advocate and chairs the Guidewire Strategic Advisory Council (SAC) . Keller previously was EVP & CIO at Nationwide Insurance and Financial Services (2001–2018) and CTO at JPMorgan Chase/Bank One (1998–2001); he holds a B.S. in Mathematics from the University of Michigan and is NACD Directorship Certified with CERT Cybersecurity Oversight credentials . His tenure on the Guidewire board is six years as of the 2025 proxy’s record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Insurance & Financial Services | EVP & Chief Information Officer | Jun 2001 – Jun 2018 | Led enterprise technology; deep P&C insurance operating experience |
| JPMorgan Chase & Co. (formerly Bank One) | Chief Technology Officer | Jan 1998 – May 2001 | CTO for major financial institution; large-scale infrastructure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Encova Mutual Insurance Group | Director | Aug 2020 – Present | Mutual insurer; private company board (not publicly traded) |
| Earnix (private) | Strategic Advisor | Jan 2023 – Apr 2024 | Advisory role in pricing/underwriting tech; ended Apr 2024 |
Board Governance
- Independence: The board is majority independent; Keller is an independent director and serves as independent Chairman, with CEO and Chair roles separated to enhance oversight .
- Committee assignments: Member, Nominating & Corporate Governance (NCG) Committee; not on Audit, Compensation, Risk, or Business Opportunities .
- Chair responsibilities: As Chairman, he collaborates on strategy and product roadmap, presides over meetings, sets agendas/schedules, serves as liaison with the CEO, leads executive sessions, and is available to major shareholders .
- Lead Customer Advocate: Direct liaison between board and customers; oversees customer engagement strategy and sponsors the Strategic Advisory Council .
- Attendance: The board held five meetings in FY2025; each current director attended at least 75% of board and relevant committee meetings. All current directors attended the Dec 17, 2024 annual meeting .
- Risk oversight: Board and committees oversee ERM, with Risk Committee focused on operational, security, privacy, and AI-related risks; Audit Committee oversees sustainability disclosure controls .
Fixed Compensation
Policy framework for non-employee directors and Keller’s FY2025 actuals.
| Component | Policy Detail | FY2025 Amount (Keller) |
|---|---|---|
| Board annual cash retainer | $50,000 | $147,543 cash fees |
| Chairman of the Board retainer | +$50,000 | Included in cash total |
| Lead Customer Advocate retainer | +$30,000 | Included in cash total |
| NCG Committee member | +$5,000 | Included in cash total |
| Equity – annual RSU grant (time-based) | $225,000 target value; vests at next annual meeting or 1-year anniversary; accelerates upon sale | $208,885 grant-date fair value RSUs |
| Total FY2025 director compensation | — | $356,428 total |
Notes:
- RSUs for directors vest in full at the earlier of one year or the next annual meeting; all director RSUs fully vest upon a sale of the company .
- Audit Committee chair retainer increased to $30,000 effective Jan 1, 2025; not applicable to Keller in FY2025 .
Performance Compensation
| Program | Metrics | Structure | FY2025 Application |
|---|---|---|---|
| Director equity awards | None (time-based RSUs only) | Time-based vesting; no performance conditions; accelerates on sale | No director performance metrics disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Keller; board skills matrix does not mark public company board experience for Keller .
- Interlocks: No compensation committee interlocks noted for FY2025; none involving Keller .
Expertise & Qualifications
- Software and industry experience: Marks in software industry and P&C insurance .
- Senior leadership and cybersecurity: Senior leadership and cybersecurity/infrastructure experience .
- Governance, risk, compliance: Marked across GRC; investment experience indicated .
- Financial literacy: Board matrix indicates financial experience across directors; the matrix shows specific “Financial” marking not attributed to Keller in the table, but Keller holds CIO/CTO backgrounds and CERT cybersecurity oversight credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Vesting within 60 Days | Ownership Guidelines Status |
|---|---|---|---|---|
| Michael C. Keller | 9,410 | <1% | 1,211 | Directors with ≥3 years meet 5× cash retainer requirement; Keller meets guideline |
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of equity by directors and officers .
- Equity compensation cap: Aggregate director cash + equity under the 2020 Stock Plan capped at $750,000 per calendar year per non-employee director .
Governance Assessment
- Strengths: Independent Chair separated from CEO enhances oversight; defined Chair duties including executive sessions support board effectiveness . Keller’s CIO/CTO track record in insurance and financial services adds domain depth and cybersecurity oversight, aligning with Guidewire’s customer base and risk profile . Robust clawback policies (SEC-compliant and supplemental), strict insider trading/hedging/pledging prohibitions, and majority-independent committees bolster investor confidence –.
- Potential risks/considerations: As Lead Customer Advocate and independent Chair, Keller’s deep engagement with customers and collaboration on strategy/product could blur the line between oversight and operational influence; however, responsibilities are codified in governance guidelines and supported by additional board independence and committee structures . No related-party transactions or late Section 16 filings involving Keller noted; only Mullen/Sloan had administrative filing delays in FY2025 .
- Shareholder signals: Say-on-pay received over 98% support at the 2024 annual meeting, reflecting strong investor alignment with compensation governance; ongoing outreach includes engagement with Chairs (including Keller) –.
Board Governance Details (Reference)
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 6 meetings |
| Audit | Not a member | 9 meetings |
| Compensation | Not a member | 8 meetings |
| Risk | Not a member | 5 meetings |
| Business Opportunities | Not a member | 6 meetings |
RED FLAGS
- Related-party transactions: None disclosed for Keller; one immaterial employee relationship related to another director (Lavin) was reviewed and did not impair independence .
- Hedging/pledging: Prohibited by policy; none disclosed for Keller .
- Attendance: Minimum 75% across board/committees met by all current directors; no Keller-specific shortfall disclosed .
- Option repricing/gross-ups: No tax gross-ups for parachute excise taxes; no option repricing disclosed for directors .