Brad Brubaker
UiPathAbout Brad Brubaker
Brad Brubaker is Chief Legal Officer and Corporate Secretary at UiPath and has served in this role since April 2019; he previously spent 25 years at SAP, culminating as General Counsel—Global Field (2008–2019) . He holds a B.S. from Albright College and a J.D. from Temple University; his age is 61 . UiPath’s FY2025 performance metrics tied to executive pay included iARR and non-GAAP operating income; the compensation committee weighted them 60%/40%, achieving 65% and 75% of target, respectively, resulting in a 57% funding factor for annual bonuses . Company performance context: FY2025 revenue was $1,429.7 million (+9% YoY) and ARR $1,666.1 million (+14% YoY) ; non-GAAP operating income was $240.6 million ; and the value of a $100 investment in PATH since listing stood at $20.61 vs. $179.00 for the S&P 500 Technology Index peer group at FY2025 end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAP | General Counsel—Global Field | Jul 2008–Apr 2019 | — |
| SAP | Various legal roles | Apr 1994–Jul 2008 | — |
External Roles
No external public company board or similar roles for Mr. Brubaker are listed in the Executive Officers section of the proxy .
Fixed Compensation
Multi-year compensation (Summary Compensation Table numbers for Brad Brubaker):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | $450,000 | $491,667 | $500,000 |
| Stock Awards ($) | $5,819,288 | $4,217,792 | $5,134,364 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentive Plan Compensation ($) | $200,250 | $221,250 | $142,500 |
| All Other Compensation ($) | $13,604 | $16,964 | $20,404 |
| Total ($) | $6,483,142 | $4,947,673 | $5,797,268 |
FY2025 bonus parameters:
| Item | Value |
|---|---|
| Base Salary | $500,000 |
| Target Bonus % | 50% |
| Target Bonus $ | $250,000 |
| Funding % (Company AIP) | 57% |
| Actual Bonus Paid | $142,500 |
| All Other Compensation details | Includes 401(k) match of $11,500 |
Performance Compensation
Annual incentive design and FY2025 outcome:
| Metric | Weighting | Target Definition | Actual Attainment | Funding |
|---|---|---|---|---|
| Incremental ARR (iARR) | 60% | Funding gates at 70%/85%/100% of iARR target for >80%/>90%/>100% payout eligibility | $211 million at constant currency; 65% of target | 56% |
| Non-GAAP Operating Income | 40% | 100% of FY2025 operating plan | $241 million; 75% of target | 58% |
| Weighted Funding | — | — | — | 57% |
| Brad Brubaker AIP Payout | — | Target $250,000 | — | $142,500 |
Long-term incentives: UiPath introduced PSUs in FY2026 with revenue-based performance criteria; target LTI mix: 50% PSUs / 50% RSUs .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 772,676 Class A shares; “*” indicates <1% |
| Ownership Guidelines | Executives must hold 2× base salary; CEO 5× salary; Directors 5× annual retainer |
| Compliance Status | Brubaker met ownership requirement as of Jan 31, 2025 |
| Hedging/Pledging Policy | Prohibited—no hedging, short sales, margin purchases, or pledging of UiPath shares |
Outstanding equity at FY-end (Jan 31, 2025):
Options (exercisable):
| Grant Date | Exercisable (#) | Exercise Price | Expiration | Vesting Note |
|---|---|---|---|---|
| 4/30/2020 | 60,987 | $3.38 | 4/29/2030 | 15,246 vested 4/15/2021; remainder monthly through 4/15/2024 |
| 7/20/2020 | 306,818 | $5.06 | 6/13/2029 | 133,411 vested 7/20/2020; remainder monthly 8/15/2020–4/15/2023 |
RSUs (unvested at FY-end):
| Grant Date | Unvested RSUs (#) | Market Value at $14.22 | Vesting Schedule |
|---|---|---|---|
| 1/28/2022 | 37,392 | $531,714 | 29,913 vested 4/1/2023; remainder quarterly through 4/1/2026 |
| 4/13/2023 | 105,932 | $1,506,353 | Equal quarterly installments over 3 years starting 7/1/2023 |
| 4/5/2024 | 136,956 | $1,947,514 | Equal quarterly installments over 3 years starting 7/1/2024 |
| 10/2/2024 | 65,466 | $930,927 | 36,825 vested 1/1/2025; 10,997 vested 4/1/2025; 10,997 scheduled for 7/1/2025, 10/1/2025, 1/1/2026; remainder quarterly through 7/1/2027 |
FY2025 grants:
| Grant Type | Grant Date | Shares | Vesting |
|---|---|---|---|
| Annual RSU | 4/5/2024 | 182,608 | Equal quarterly over 3 years starting 7/1/2024 |
| Supplemental RSU | 10/2/2024 | 102,291 | 36,825 on 1/1/2025; 10,997 on 4/1/2025; 10,997 on 7/1/2025, 10/1/2025, 1/1/2026; remainder quarterly through 7/1/2027 |
Notes:
- Market value in Outstanding RSUs table uses $14.22 Class A closing price on Jan 31, 2025 .
- Given $14.22 vs option strikes $3.38/$5.06, Brubaker’s options were in-the-money at FY-end .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement | Offer letter dated Feb 2021; at-will employment |
| Base Salary & Bonus Eligibility | Base salary $500,000; eligible for annual discretionary performance bonus up to 50% of salary |
| Severance (no cause termination) | 12 months of base salary, subject to signing/compliance with a general release |
| Change-in-Control Treatment | Double trigger: if terminated without cause within 12 months following a Change in Control or Sale Event, 100% of unvested equity accelerates; plus severance as above |
| Change-in-Control w/o Termination | No cash severance or equity acceleration if no termination |
| Clawback | Incentive Compensation Recoupment Policy attached to Annual Report and posted on governance site |
| Hedging/Pledging | Prohibited by insider trading policy |
| Ownership Guidelines | 2× base salary for executives; Brubaker met requirement as of Jan 31, 2025 |
| Non-Compete/Non-Solicit | Not disclosed in the proxy |
Investment Implications
- Retention and selling pressure: Supplemental RSU grant front-loaded with vest tranches on 1/1/2025 and 4/1/2025 and additional tranches on 7/1/2025, 10/1/2025, and 1/1/2026, then quarterly through 7/1/2027; this provides near-term retention hooks but also creates predictable windows for potential insider selling as units settle .
- Alignment: Brubaker meets 2× salary ownership guideline and is subject to strict prohibitions on hedging and pledging, supporting alignment with shareholders .
- M&A/event risk: Double-trigger equity acceleration plus 12 months’ salary upon a qualifying termination post-change-in-control increases deal certainty for executives but can concentrate value realization in transaction scenarios; no acceleration absent termination limits windfalls .
- Performance-based pay: FY2025 cash incentives tied to iARR and non-GAAP operating income with 57% funding reinforces growth and profitability focus; FY2026 shift to revenue-based PSUs further increases pay-for-performance sensitivity over multi-year horizons .
- Options as leverage: Existing in-the-money options (exercise prices $3.38 and $5.06 vs. $14.22 FY-end price) represent additional equity leverage that can drive realized compensation with share price appreciation, potentially influencing exercise/sale behavior around expirations and vesting .