Karenann Terrell
UiPathAbout Karenann Terrell
Independent director at UiPath Inc. (PATH) since April 2023; age 64; serves on the Audit Committee. Former Chief Digital & Technology Officer at GSK (2017–2021) and CIO at Walmart (2010–2017). Holds a B.S. in Electrical Engineering from Kettering University and an M.S. in Electrical Engineering from Purdue University. Director at Eaton Corp plc since July 2024; previously a director at Pluralsight (2017–2021). Board independence affirmed under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GSK plc | Chief Digital & Technology Officer | Sep 2017 – Dec 2021 | Led enterprise digital and technology initiatives |
| Walmart Inc. | Chief Information Officer | 2010 – 2017 | Oversaw global IT operations and transformation |
| Baxter International | Chief Information Officer | Not disclosed | Senior enterprise technology leadership |
| DaimlerChrysler AG | Various technology/IT roles | Not disclosed | Progressive responsibilities in automotive IT |
| General Motors Company | Various technology/IT roles | Not disclosed | Progressive responsibilities in automotive IT |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eaton Corp plc (ETN) | Director | Effective Jul 24, 2024 | Public company board, technology governance exposure |
| Pluralsight, Inc. | Director | 2017 – 2021 | Prior public company directorship |
| Fractal (Fractal Analytics) | Director | Not disclosed | AI/advanced analytics board role |
| Switch, Inc. | Director | Not disclosed | Technology company board role |
| Insight Partners | Senior Advisor | Not disclosed | Private equity advisory (technology) |
| Google Cloud Advisory Board | Member | Not disclosed | Cloud/AI advisory experience |
Board Governance
- Independence: Board determined Terrell is independent under NYSE standards (including committee service) .
- Committee assignments: Audit Committee member; Audit Committee comprised of Michael Gordon (Chair, audit committee financial expert), Daniel D. Springer, Karenann Terrell, and June Yang; all independent .
- Meetings and attendance: FY2025 Board met 7 times; Audit 10; Compensation 6; Nominating & Corporate Governance 4; each director attended at least 75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Combined CEO/Chair (Daniel Dines); Lead Independent Director Richard P. Wong with defined responsibilities; independent directors held executive sessions quarterly (four times), presided by Wong .
- Risk oversight: Audit Committee oversight includes cybersecurity, information security, data privacy, internal control, disclosure controls, related party transactions; Compensation Committee monitors compensation risk; Nominating & Corporate Governance oversees ESG .
Fixed Compensation
| Component (FY2025) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $45,000 | Consistent with policy: $30,000 annual board retainer + $15,000 audit committee membership |
| Stock Awards (RSUs) – Grant Date Fair Value | $193,529 | Annual RSU grant in June 2024; 17,021 RSUs to each non‑employee director then serving |
| Total (Cash + Equity) | $238,529 | FY2025 director compensation |
Non‑Employee Director Compensation Policy (as of Jan 31, 2025):
- Annual board cash retainer: $30,000; Lead Independent Director: $15,000; Audit Committee Chair: $25,000; Committee membership/chair (Audit/Comp/Nominating or subcommittee): $15,000 .
- Equity: Initial RSU award valued at $600,000 upon appointment (3-year vest); Annual RSU award valued at $200,000, vesting by the next annual meeting or first anniversary (earlier of) .
- RSU vesting accelerates on change in control per 2021 Plan; awards vest subject to continuous service .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director short-/long-term performance pay | Not disclosed for directors | No performance-conditioned director awards disclosed; annual RSUs are time-based |
Note: UiPath introduced PSUs with revenue targets for NEOs in FY2026; this does not apply to directors .
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure | Conflict Status |
|---|---|---|
| Eaton Corp plc | Technology/industrial exposure; broader network links (Accel noted elsewhere in UiPath filings unrelated to Terrell) | No UiPath‑disclosed related party transactions involving Terrell; Audit Committee reviews related party transactions |
| Fractal / Switch | Technology and AI exposure | No UiPath‑disclosed related party transactions involving Terrell |
Expertise & Qualifications
- Deep IT/digital transformation leadership across retail (Walmart) and pharma (GSK); broad industry experience .
- Electrical engineering degrees (Kettering University BS; Purdue University MS) reinforce technology literacy .
- Audit Committee service supports financial reporting oversight; committee independence affirmed .
Equity Ownership
| Item | Detail |
|---|---|
| RSUs outstanding (as of Jan 31, 2025) | 41,712 shares underlying RSUs |
| Stock ownership policy | Directors required to hold UiPath equity equal to 5x annual board retainer; eligible shares exclude unvested RSUs/PSUs; compliance period 5 years |
| Compliance status | As of Jan 31, 2025, all directors except Somasegar and Yang met ownership requirements; Terrell included among compliant directors |
| Hedging/pledging | Prohibited: hedging, short sales, derivatives, margin purchases, and pledging of UiPath stock |
Governance Assessment
- Shareholder support: Terrell received 2,938,962,099 votes FOR vs. 2,642,983 WITHHELD at the June 26, 2025 Annual Meeting; overall quorum 94.53% voting power present .
- Board effectiveness: Independent Audit Committee with defined cybersecurity and financial oversight; robust executive sessions and lead independent director structure .
- Attendance/engagement: Meets ≥75% attendance threshold; full board attendance at prior Annual Meeting — positive engagement signal .
- Compensation alignment: Director pay mix heavily equity-based (time‑vested RSUs) plus modest cash retainers; ownership guidelines and hedging/pledging prohibitions enhance alignment .
- Investor sentiment: Prior say‑on‑pay approval exceeded 95% in 2024; 2025 say‑on‑pay passed (2,930,328,428 FOR) — indicates broader governance support context .
RED FLAGS: None disclosed specific to Terrell (no attendance issues, no related‑party transactions, no pledging or hedging). Multi‑board commitments (Eaton, others) warrant routine monitoring for time/oversight capacity, but current attendance and shareholder support mitigate concerns .