Daniel Dines
UiPathAbout Daniel Dines
Daniel Dines is Co-Founder, Chief Executive Officer (since June 1, 2024), and Chairman (since founding in 2005) of UiPath; previously Chief Innovation Officer (Feb–Jun 2024) and Co-CEO (May 2022–Jan 2024). He began his career as a software development engineer at Microsoft and holds an M.S. from the University of Bucharest. Age: 53 . Key operating metrics in FY2025: revenue $1,429.7M (+9% YoY), ARR $1,666.1M (+14% YoY), gross margin 83% (vs 85% FY2024) . Pay-versus-performance disclosures show total shareholder return value of initial $100 at $20.61 as of FY2025, versus $179.00 for the S&P 500 Technology peer group; company-selected non-GAAP operating income was $240.6M in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UiPath | Chairman of the Board | 2005–present | Founder-led governance and strategy since inception |
| UiPath | Chief Executive Officer | 2005–May 2022; Jun 2024–present | Led product vision and brand/business development |
| UiPath | Co-Chief Executive Officer | May 2022–Jan 2024 | Shared CEO responsibilities during transition period |
| UiPath | Chief Innovation Officer | Feb 2024–Jun 2024 | Oversaw innovation prior to assuming sole CEO role |
| Microsoft | Software Development Engineer | Pre-2005 | Enterprise software engineering foundation |
External Roles
No public company directorships or outside committee roles are disclosed for Mr. Dines .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 6,017 | 6,017 | 6,017 |
| Non-Equity Incentive ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 765,818 | 719,980 | 1,069,696 |
| Total ($) | 771,835 | 725,997 | 1,075,713 |
- FY2025 “All Other Compensation” includes $1,021,428 personal security services and $47,702 health insurance for Mr. Dines, which the company treats as appropriate business expenses but reports under SEC rules .
- Mr. Dines opted for nominal remuneration to cover certain benefits, rather than a market-rate salary .
Performance Compensation
| Incentive Type | Participation | Structure/Metric | Weighting | FY2025 Target | FY2025 Actual | Payout/Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Not eligible | Company metrics (iARR, non-GAAP OpInc) apply to other NEOs; CEO not in plan | 60%/40% (NEOs) | 100% of plan | 65% iARR; 75% non-GAAP OpInc (NEOs) | Not applicable to Dines |
| RSUs/Options | No new CEO grants since IPO | Long-term equity awards used for other NEOs; CEO has not received grants since pre-IPO | — | — | — | — |
| PSUs (from FY2026) | Company introducing PSUs for NEOs (revenue-based), 50% of LTI mix; disclosure does not specify CEO grant | Revenue targets | 50% PSUs / 50% RSUs | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 32,011,840 Class A shares and 77,452,749 Class B shares; 86.6% of total voting power (Class B = 35 votes/share) . Footnote confirms Class A via IceVulcan Investments Ltd/Ice Vulcan Holding Limited and spouse; Class B via Ice Vulcan Holding Limited; Dines is sole shareholder of the entities . |
| Ownership Guidelines | CEO must hold 5x base salary; Dines meets the requirement as of Jan 31, 2025 . |
| Hedging/Pledging | Prohibited by insider trading policy (hedges, derivatives, short sales, margin, pledging) . |
| Vested vs Unvested/Options | No outstanding RSUs or options disclosed for Dines in the outstanding awards table; no new equity since IPO . |
| Director Pay | No additional compensation for board service to the CEO . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | February 2021 letter governing role as CEO; at-will; no specified term . |
| Compensation & Severance | Letter provides no compensation for CEO service and no severance upon termination or resignation from the position . |
| Clawback | Incentive Compensation Recoupment Policy adopted; posted and attached to Annual Report (Exhibit 97) . |
| Non-Compete/Other | Not specifically disclosed in the proxy for Dines; company-wide insider trading windows and restrictions apply . |
Board Governance and Service
- Role: Combined CEO and Chairman; board believes combined structure best serves current needs; Lead Independent Director in place (Richard P. Wong) with defined duties (agendas, executive sessions, liaison) .
- Independence/Committees: Audit, Compensation, and Nominating/Governance committees are fully independent; Dines is not listed as a member of these committees .
- Meetings/Attendance: FY2025 board met 7x; audit 10x, compensation 6x, nom/gov 4x; each director attended ≥75% of applicable meetings; non-employee directors held executive sessions at each quarterly board meeting .
- Director Compensation Policy (for non-employee directors): $30k cash retainer; additional committee retainers; annual RSU ~$200k (1-year vest); initial RSU ~$600k (3-year vest) . Dines receives no additional compensation as a director .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Value of initial $100 investment (TSR) | $52.94 | $22.26 | $33.30 | $20.61 |
| Peer Group (S&P 500 Tech) $100 | $113.78 | $94.95 | $141.22 | $179.00 |
| Non-GAAP Operating Income ($000s) | 73,840 | 65,160 | 232,564 | 240,582 |
| Revenue ($M) | — | — | — | 1,429.7 (+9% YoY) |
| ARR ($M) | — | — | — | 1,666.1 (+14% YoY) |
| Gross Margin (%) | — | — | — | 83% (vs 85% FY2024) |
Notes:
- TSR values reflect performance from IPO (April 21, 2021) to fiscal year-end dates per SEC methodology; peer is S&P 500 Technology Index .
- FY2025 company bonus plan metrics for NEOs: iARR (60%) and non-GAAP operating income (40%); actual achievement 65% and 75% of target, respectively (weighted 57% funding for eligible NEOs) . CEO not in bonus plan .
Compensation Committee, Peer Group, Say-on-Pay
- Committee Independence/Advisors: Compensation committee comprised solely of independent directors; uses Compensia as independent consultant; assesses risk and peer practices .
- Peer Group (FY2025 benchmarks): Appian, Asana, Bill Holdings, Cloudflare, Confluent, CrowdStrike, Datadog, DocuSign, Dynatrace, Elastic, Freshworks, HashiCorp, MongoDB, Okta, Procore, RingCentral, Samsara, Twilio, Unity, Zscaler; list updated vs prior year .
- Target Percentile: Committee reviews 25th/50th/75th market data but does not target a specific percentile; holistic judgment used .
- Say-on-Pay: >95% approval at 2024 Annual Meeting; company added PSUs in FY2026 partly in response to investor feedback .
Related Party Transactions and Risk Indicators
- Related Party: CEO’s brother (Aharon Dines) employed by UiPath SRL in a non-executive role; FY2025 salary $141,423, additional cash $40,926, options grant-date fair value $23,034 .
- Insider Trading Controls: Prohibitions on hedging, short sales, derivatives, margin, and pledging; formal clawback policy; Section 16(a) reports timely filed in FY2025 .
- Dual-Class Governance: Class B (35 votes/share) confers substantial voting control to Mr. Dines (86.6% total voting power) .
Investment Implications
- Alignment and Selling Pressure: Dines’ cash pay is de minimis and he has had no new equity grants since IPO, limiting scheduled vest-driven selling; prohibitions on hedging/pledging reduce financing-related sales risk . His substantial holdings (and control stake) strongly align him with long-term equity value but concentrate voting power (86.6% voting) .
- Incentive Design: CEO is not in the annual cash bonus plan; company performance incentives for other NEOs emphasize iARR and non-GAAP operating income, with PSUs (revenue-based) introduced in FY2026—useful for broader team alignment, but CEO-specific equity incentive refresh is not disclosed .
- Performance Track Record: Operationally, FY2025 showed 9% revenue and 14% ARR growth with 83% GM and $240.6M non-GAAP operating income, but TSR since IPO lags the S&P Tech peer index materially per pay-versus-performance table .
- Governance Considerations: Combined CEO/Chair role with a defined Lead Independent Director and fully independent committees mitigates some dual-role concerns; attendance and committee cadence appear robust .
- Pay-for-Performance Optics: Say-on-pay support (>95%) and the introduction of PSUs point to responsiveness to shareholders; CEO pay ratio is 7:1 given nominal salary and reported security costs .