Rajani Ramanathan
Guidewire SoftwareAbout Rajani Ramanathan
Rajani Ramanathan, 58, has served on Guidewire’s Board since June 2021 and is an independent director under NYSE rules. She is Chair of the Board’s Risk Committee and a member of the Compensation Committee, bringing enterprise software operating expertise from her tenure as Salesforce’s Chief Operating Officer and EVP, Technology and Products. She holds a B.A. in Psychology from the University of Madras and a postgraduate diploma in Marketing and Sales Management from Rajendra Prasad Institute of Communication and Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce | Chief Operating Officer and EVP, Technology & Products | Jun 2000–Mar 2014 | Led product and technology operations at scale |
| ESI Group (France) | Director | Jun 2014–Jan 2024 | Chaired technology & marketing, compensation, and nomination & governance; served on audit |
| FARO Technologies | Director | Jul 2022–Jul 2025 | Served on audit, talent & compensation, and nomination & governance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sportradar | Director | Since May 2023 | Audit Committee member |
| Hayden AI (private) | Director | Since Oct 2021 | — |
Board Governance
- Independence: All nominees except the CEO are independent; all committee members meet independence requirements; Board currently separates CEO and Chair roles (Chair: Michael C. Keller, independent) .
- Attendance: Board held five meetings in FY2025; each current director attended at least 75% of Board and committee meetings .
- Committees and meeting cadence (FY2025):
- Risk Committee: Chair – Rajani Ramanathan; met 5 times; oversight includes AI, security, data privacy, compliance, tone/culture .
- Compensation Committee: Member – Rajani Ramanathan; met 8 times; responsibilities include exec/director pay, peer group, clawback application, sustainability-linked pay disclosures, HCM oversight .
- Nominating & Corporate Governance: Not a member; met 6 times; independence criteria, board evaluations, conflicts policy, sustainability oversight .
- Audit Committee: Not a member; met 9 times; all members are “financial experts” .
Fixed Compensation
| Component | FY2025 Amount ($) | Details |
|---|---|---|
| Fees Earned (Cash) | 79,780 | Annual Board retainer; Risk Chair ($20,000); Compensation Committee member ($10,000); paid quarterly/pro-rated as needed |
| Equity Grant (RSUs, grant date fair value) | 208,885 | Annual RSU award (target $225,000) priced on 10-day average; rounded shares |
| Total | 288,665 | Sum of cash and equity grant date fair value |
| Unvested RSUs (as of 7/31/2025) | 1,211 | Outstanding unvested RSUs |
Policy notes:
- Director equity: Initial and annual time-based RSUs with target value $225,000; vest in full on earlier of 1-year anniversary or next annual meeting; full vesting upon sale of the Company .
- No fringe benefits for non-employee directors; annual cap for director pay under the stock plan: $750,000 .
Performance Compensation
- Directors receive time-based equity only; no performance-based equity or cash incentive metrics for directors .
- Company incentive metrics (for executive PSUs) under Compensation Committee oversight:
| Metric | Weight (%) | Threshold (50%) ($) | Target (100%) ($) | Maximum (150%) ($) | FY2025 Actual ($) |
|---|---|---|---|---|---|
| ARR (constant currency) | 60 | 958M | 1,008M | 1,058M | 1,032M |
| Adjusted Non-GAAP Operating Income (Loss) | 40 | (5M) | 25M | 55M | 66M |
Result: Combined weighted FY2025 performance factor attainment was 135% .
Other Directorships & Interlocks
| External Company | Industry Relationship to GWRE | Potential Interlock/Conflict |
|---|---|---|
| Sportradar | Sports data/tech; not P&C insurance | No related-party transactions disclosed with GWRE; independence affirmed |
| Hayden AI | Smart city/traffic tech (private) | No related-party transactions disclosed |
Policies and procedures require Audit Committee/independent director pre-approval of related party transactions; only item disclosed for FY2025 involved employment of another director’s family member; Board determined independence unaffected .
Expertise & Qualifications
- Enterprise software operating leadership (Salesforce COO/EVP) and senior leadership experience; public company board experience; cybersecurity/infrastructure; governance, risk, compliance .
- Board skills matrix: Ramanathan marked for technical/software expertise, investment experience, senior leadership, public company board experience, cybersecurity/infrastructure, and GRC .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially Owned Shares (as of record date 10/20/2025) | 9,861 |
| Percent of Class | <1% (out of 85,018,893 shares outstanding) |
| RSUs included as beneficial within 60 days | 1,211 |
| Director Ownership Guidelines | 5x annual cash retainer; compliance for all directors with ≥3 years of service as of 7/31/2025 (Ramanathan joined 2021; meets requirement) |
Governance Assessment
- Board effectiveness: Ramanathan chairs the Risk Committee with explicit oversight of emerging technologies (including AI), security, data management and privacy—an area material to GWRE’s SaaS insurance platform risk; cadence of five Risk Committee meetings supports active oversight .
- Independence and engagement: Independent director; Compensation Committee member; attended at least 75% of Board/committee meetings in FY2025; Board maintains independent chair and regular executive sessions .
- Pay alignment: Director pay mix balances cash ($79,780) and time-based RSUs ($208,885 grant-date value), aligned to shareholder interests via ownership guidelines and no fringe benefits; equity fully vests on sale of the Company (note single-trigger vesting on change-of-control for directors) .
- External commitments: One current public company board (Sportradar audit committee) and one private board (Hayden AI); no related-party transactions disclosed; committee consultant independence affirmed (Semler Brossy) .
- Shareholder engagement: Compensation Committee maintained performance-vesting RSUs for executives with ARR and Adjusted Non-GAAP Operating Income metrics; outreach feedback considered in program design .
Red flags and watchpoints:
- Single-trigger full vesting of director RSUs upon sale of the Company may be viewed unfavorably by some investors compared to double-trigger structures .
- Multi-board workload: Ongoing monitoring of attendance and committee effectiveness is warranted; FY2025 attendance met ≥75% threshold .
- No hedging/pledging, loans, or related-party transactions disclosed for Ramanathan; Board independence affirmed .