Ashim Gupta
UiPathAbout Ashim Gupta
Ashim Gupta is UiPath’s Chief Financial Officer (since November 2019) and Chief Operating Officer (since August 2024), previously serving as Chief Customer Success Officer (February 2018–November 2019). He holds a B.A. from Rutgers University and is 46 years old . Company performance under his financial leadership in FY2025 included revenue growing 9% to $1,429.7 million and ARR growing 14% to $1,666.1 million; non-GAAP operating income was $240.6 million, while the pay-versus-performance TSR index shows a value of $20.61 for FY2025 versus an initial $100 at IPO reference date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UiPath | Chief Operating Officer & Chief Financial Officer | COO since Aug 2024; CFO since Nov 2019 | Combined finance and operations leadership; alignment of growth and profitability focus |
| UiPath | Chief Customer Success Officer | Feb 2018–Nov 2019 | Drove customer success operations and ARR expansion foundations |
| General Electric | SVP & CIO, Finance & Global Operations | Mar 2016–Feb 2018 | Led global finance operations technology and process transformation |
| General Electric | CFO, GE Water | Aug 2013–Mar 2016 | Managed division-level finance, capital allocation and operational discipline |
| General Electric | Various Finance/Operations Roles | Jan 2000–Feb 2018 | Progressive finance and operations leadership roles globally |
External Roles
No external directorships disclosed for Mr. Gupta in the executive officers section of the DEF 14A .
Fixed Compensation
Multi-year compensation summary (as reported in DEF 14A):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 537,500 |
| Stock Awards ($) | 14,847,090 | 7,531,777 | 9,943,287 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive ($) | 289,250 | 292,500 | 245,100 |
| All Other Compensation ($) | 10,322 | 16,725 | 16,338 |
| Total ($) | 15,646,662 | 8,341,002 | 10,742,225 |
Base salary and target bonus parameters:
| Item | FY2024 | FY2025 |
|---|---|---|
| Base Salary | $500,000 | Increased to $600,000 effective Sep 5, 2024 (20% increase upon COO appointment) |
| Target Bonus % | 65% of base | 80% of base effective Sep 5, 2024 |
| Actual Bonus Paid | $292,500 | $245,100 (57% funding) |
Performance Compensation
FY2025 annual cash bonus design and outcomes:
| Metric | Weighting | Threshold | Target | Max | Actual | % of Target Achieved | Funding (Metric) | Weighted Funding |
|---|---|---|---|---|---|---|---|---|
| iARR (constant currency) | 60% | 60% of target | 100% of target | 140% of target | $211 million | 65% | 56% | 57% total weighted funding |
| Non-GAAP Operating Income | 40% | 70% of target | 100% of target | 130% of target | $241 million | 75% | 58% | 57% total weighted funding |
Notes:
- Funding gates ensured that above-80%, above-90%, and above-100% funding required 70%, 85%, and 100% iARR attainment, respectively .
- Gupta’s FY2025 annual bonus paid at 57% funding = $245,100 .
Long-term equity performance structure:
- FY2025 grants were RSUs with multi-year vesting; no options were granted .
- Starting FY2026, PSUs introduced with performance criteria based on revenue; long-term incentives weighted 50% PSUs / 50% RSUs .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 29, 2025) | 413,696 Class A shares (<1%); includes 505 shares in a family trust and 148,009 options exercisable within 60 days |
| Options | 148,009 exercisable as of FY2025 (grant 6/30/2018; exercise price $0.75; expiration 6/29/2028) |
| Unvested RSUs (as of Jan 31, 2025) | 53,047 (1/28/2022 grant) ; 192,948 (4/13/2023 grant) ; 244,564 (4/5/2024 annual grant) ; 157,119 (10/2/2024 supplemental grant) |
| Market Value of Unvested RSUs (1/31/2025 close $14.22) | $754,328; $2,743,721; $3,477,700; $2,234,232, respectively |
| Stock Ownership Guidelines | Executives must hold 2× salary; Gupta meets requirement as of Jan 31, 2025; 5-year compliance window applies |
| Hedging/Pledging | Prohibited by insider trading policy (includes derivatives, short sales, margin, pledging) |
| 2025 Vested RSUs | 549,008 RSUs vested; value realized $8,688,554 |
| 2024 Vested RSUs | 841,406 RSUs vested; value realized $15,580,253 |
Vesting schedules (select awards):
- 4/5/2024 annual RSU: vests in equal quarterly installments over 3 years beginning Jul 1, 2024 .
- 10/2/2024 supplemental RSU (245,499 shares): 88,380 vested Jan 1, 2025; 26,392 vested Apr 1, 2025; 26,392 vest on each of Jul 1 and Oct 1, 2025 and Jan 1, 2026; remaining vests quarterly through Jul 1, 2027 .
Interpretation: Large scheduled quarterly vesting through 2026–2027 could create routine supply and tax-driven selling needs, even absent discretionary sales (disclosed vesting volumes and dates above) .
Employment Terms
| Term | Details |
|---|---|
| Current Roles | CFO (since Nov 2019), COO (since Aug 2024) |
| Offer Letter | New offer letter Sep 2024 confirming CFO/COO roles; at-will |
| Base Salary & Bonus Eligibility | Base $600,000; annual bonus up to 80% of base |
| Severance (Non-CIC) | 12 months base salary upon resignation for Good Reason or termination without Cause, subject to release |
| Change-in-Control | If Good Reason resignation or termination without Cause within 12 months post-CIC/Sale Event: 100% acceleration of unvested equity plus severance |
| Good Reason Definition | Material diminution of duties or base; or material change in primary work location, with notice/cure periods |
| Clawback Policy | Incentive Compensation Recoupment Policy in place (Exhibit 97 to 10-K; posted online) |
| Insider Trading Policy | Prohibits hedging, derivative trading, short-selling, margin purchases, pledging |
Potential payments at FY2025 year-end illustrative (company table):
- Non-CIC termination without cause or Good Reason: cash severance $600,000; no equity acceleration .
- CIC termination (double-trigger): cash severance $600,000; equity acceleration valued at $9,209,981 based on Jan 31, 2025 close .
Equity Grant Detail (FY2025)
| Grant | Date | Shares | Vesting | Grant Date FV ($) |
|---|---|---|---|---|
| Annual RSU | 4/5/2024 | 326,086 | Equal quarterly over 3 years starting Jul 1, 2024 | 6,916,284 |
| Supplemental RSU | 10/2/2024 | 245,499 | Specific tranches through Jan 1, 2026, then quarterly through Jul 1, 2027 | 3,027,003 |
Company Performance Context (FY)
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Revenues ($) | 892,252,000 | 1,058,581,000 | 1,308,072,000* | 1,429,664,000 |
| EBITDA ($) | -489,041,000* | -308,214,000* | -141,697,000* | -123,011,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Clear pay-for-performance link: 60% iARR / 40% non-GAAP operating income; funding gates require growth thresholds to unlock higher payouts .
- Equity mix shifting to PSUs in FY2026 (50% of long-term target), increasing at-risk performance alignment to revenue outcomes .
- Use of independent consultant (Compensia), robust peer group and annual peer review; no targeting of specific pay percentiles, judgments based on role scope, performance, retention needs .
- Governance features: clawback policy, ownership guidelines (2× salary; Gupta compliant), hedging/pledging prohibitions .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay support exceeded 95%, indicating strong shareholder endorsement of compensation structure .
Risk Indicators & Red Flags
- Pledging/hedging prohibited (alignment positive) .
- Large scheduled vesting through 2026–2027 may create mechanical selling pressure for taxes and diversification even if not discretionary (volumes/dates above) .
- Section 16(a) late filings noted for Gupta (one late Form 4, six business days late) in FY2023 due to administrative issues; no broader compliance concerns disclosed .
- No excise tax gross-ups and limited perquisites for NEOs disclosed (company-wide; Gupta not noted with unusual perqs) .
Investment Implications
- Compensation alignment: The addition of PSUs tied to revenue should strengthen pay-for-performance and provide clearer signals; monitor FY2026 PSU target setting stringency and achieved outcomes .
- Retention and supply: Significant quarterly RSU vesting through 2026–2027, including specific near-term tranches, suggests ongoing supply from vesting events; watch Form 4s around vest dates for selling pressure and tax-driven disposals .
- Governance quality: Ownership guideline compliance, clawback, and hedging/pledging prohibitions support alignment and risk control; high say-on-pay approval underscores investor support .
- Performance context: Revenue and ARR growth with improving non-GAAP profitability underpin incentive payouts; continue to track iARR and non-GAAP operating income as leading compensation drivers .