Paul Lavin
Guidewire SoftwareAbout Paul Lavin
Paul Lavin (age 62) has served on Guidewire’s Board since 2014 and was Lead Independent Director from 2019–2024. He previously served as Executive Director of American Health Holding, Inc. (since 2008) and First Health Network (since 2017) — both Aetna/CVS subsidiaries — through 2024. Lavin is a CPA and holds a B.S. in Economics and an M.B.A. from the Wharton School of the University of Pennsylvania, with a career spanning KPMG/BearingPoint, Prudential, Alexander & Alexander, Mercer Management Consulting, and PricewaterhouseCoopers LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Consulting/BearingPoint | Managing Director | Prior to 2008 | Focused on financial services, primarily insurance . |
| Prudential | Senior Vice President | Prior roles | Developed high-net-worth approach . |
| Alexander & Alexander | Executive | Prior roles | Distribution tools/process expertise . |
| Mercer Management Consulting | Principal | Prior roles | Strategy/operations . |
| Price Waterhouse / PwC LLP | Auditor (CPA) | Early career | Financial/accounting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Health Holding, Inc. (Aetna/CVS) | Executive Director | 2008–2024 | Health insurance-related subsidiary . |
| First Health Network (Aetna/CVS) | Executive Director | 2017–2024 | Health insurance network subsidiary . |
Board Governance
- Independence: Lavin has been designated Lead Independent Director (2019–2024) and serves on the Audit Committee, which is composed entirely of independent directors under NYSE and SEC Rule 10A-3 standards .
- Committee memberships and chair roles:
- FY 2017: Audit (Member), Compensation (Member), Nominating & Corporate Governance (Chair) .
- FY 2022: Audit Committee Member (committee met nine times) .
- FY 2023: Audit Committee Member (committee met ten times) .
- FY 2024: Audit Committee Member (committee met eight times) .
- Lead Independent Director duties included chairing executive sessions of independent directors, agenda approval input, liaison duties, authority to call meetings of independent directors, and shareholder availability .
- Attendance/engagement:
- Board and independent director executive sessions held regularly .
- Directors encouraged to attend annual meetings; all current directors attended the 2022 annual meeting .
Fixed Compensation
| Metric | FY 2014 | FY 2017 | FY 2018 | FY 2019 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,019 | $79,833 | $81,500 | $77,500 |
Notes and implications:
- Cash retainers varied with committee service and chair roles (e.g., FY 2017 NCG Chair) .
- No meeting fees disclosed; standard practice is annual retainers plus committee role premia in this period .
Performance Compensation
| Metric | FY 2014 | FY 2017 | FY 2018 | FY 2019 |
|---|---|---|---|---|
| Stock Awards ($) | $56,233 | $183,260 | $192,444 | $177,233 |
| Option Awards ($) | $54,926 | — | — | — |
Vesting/award details:
- FY 2014 equity mix included options and RSUs; as of July 31, 2014 Lavin held options to purchase 2,621 shares (1,457 unvested) and 588 unvested RSUs .
- Later years reflect a shift to time-based RSUs (no options disclosed), with aggregate grant date fair values reported under ASC 718 .
Performance metrics tied to director compensation:
- None disclosed; director RSUs are time-based, not conditioned on revenue/EBITDA/TSR or ESG metrics .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| American Health Holding, Inc. | Executive Director | Subsidiary of Aetna/CVS | Health insurance subsidiary; no related-party transactions with GWRE disclosed at Lavin’s appointment . |
| First Health Network | Executive Director | Subsidiary of Aetna/CVS | As above; no related-party transactions disclosed . |
- Related-party oversight: GWRE’s Audit Committee reviews and, if appropriate, approves related-party transactions; the committee is independent .
- Appointment 8-K explicitly stated no related person transactions between Lavin and GWRE at the time of his election (March 2014) .
Expertise & Qualifications
- Insurance/healthcare distribution, systems integration, and consulting expertise across major incumbents (Prudential, Aetna subsidiaries, KPMG/BearingPoint) .
- Financial/accounting acumen (CPA; audit background at Price Waterhouse/PwC LLP) .
- Governance leadership (Lead Independent Director 2019–2024; Nominating & Corporate Governance Chair in FY 2017) .
Equity Ownership
Director stock ownership guidelines:
- Non-employee directors are required to own at least 3× annual cash retainer within a specified period; the company reported compliance as of July 31, 2018 and reiterated the guideline in subsequent proxies .
Beneficial ownership and alignment:
| Metric | Oct 2019 | Oct 2022 | FY 2024 (Form 5) |
|---|---|---|---|
| Total Shares Beneficially Owned (#) | 7,358 | 6,569 | 12,585 total (2,280 Direct; 10,305 Indirect via Trust) |
| Percent of Class (%) | 0.0089% (7,358/82,574,169) | 0.0080% (6,569/81,876,111) | n/a (outstanding not disclosed in Form 5) |
| Direct Holdings (#) | — | — | 2,280 |
| Indirect (Trust) Holdings (#) | — | — | 10,305 |
Insider trades and ownership changes:
| Date | Filing | Key Disclosure |
|---|---|---|
| Mar 2014 | Form 3 | Initial statement indicated no securities beneficially owned . |
| Sep 2024 | Form 5 | Reclassification and contributions to Paul E. and Luann K. Lavin Trust; FY-end holdings of 2,280 direct and 10,305 indirect (trust) shares . |
No pledging/hedging disclosures specific to Lavin were identified in GWRE filings; Audit Committee maintains oversight of related-party matters .
Governance Assessment
- Board effectiveness: Lavin’s audit committee service (with financial expert peers) and tenure as Lead Independent Director indicate deep engagement in oversight and governance processes. Regular independent executive sessions and LID responsibilities strengthen board independence and investor safeguards .
- Alignment: Director stock ownership guidelines at 3× retainer and Lavin’s beneficial holdings support alignment with shareholders; holdings grew materially by FY 2024, including trust-managed shares .
- Compensation structure: Shift from options (2014) to RSUs (2017–2019) lowers risk and complexity, focusing director incentives on long-term company value without performance gating; cash retainers vary with committee leadership/service (e.g., NCG Chair) .
- Conflicts/red flags:
- Related-party transactions: None disclosed at appointment; ongoing oversight via Audit Committee .
- Attendance: While individual attendance percentages are not disclosed, board and committees met frequently (Audit: 9× in FY22, 10× in FY23, 8× in FY24), and all current directors attended the 2022 annual meeting — indicating engagement .
- RED FLAGS: None identified regarding related-party transactions, say-on-pay concerns, pledging/hedging, or option repricings for directors in available disclosures .
Implications for investor confidence:
- The combination of independence (LID role), audit oversight, and clear ownership alignment supports governance quality. The absence of related-party exposures and the time-based equity framework for director pay reduce agency risks. Continuous audit committee activity and independent director sessions further strengthen oversight .