Michael Gordon
UiPathAbout Michael Gordon
Independent director at UiPath (PATH) since September 2020; age 55. Former CFO (2015–Jan 2025) and COO (2018–Jan 2025) of MongoDB; previously CFO/COO of Yodle and Managing Director in Merrill Lynch’s media & telecom investment banking group. Education: A.B. Harvard College; MBA Harvard Business School. Audit Committee Chair and designated “audit committee financial expert”; the Board affirms his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MongoDB, Inc. | Chief Financial Officer | Jul 2015 – Jan 2025 | Senior operating and finance leadership at a database platform company |
| MongoDB, Inc. | Chief Operating Officer | Nov 2018 – Jan 2025 | Oversaw operations while serving concurrently as CFO |
| Yodle, Inc. | Chief Financial Officer | May 2009 – Jul 2015 | Finance leadership at online marketing company |
| Yodle, Inc. | COO and CFO | Mar 2014 – Jul 2015 | Combined operating and finance role |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | Managing Director, Media & Telecom Investment Banking | 1996 – 2009 | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | No additional public company directorships disclosed in UiPath proxy | — | The biography lists operating roles; no other public boards are disclosed for Gordon |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Gordon is independent under NYSE standards (including for committee service) |
| Committee assignments | Audit Committee (Chair) |
| Financial expertise | Designated “audit committee financial expert” by the Board |
| Attendance | In FY2025, each director attended ≥75% of aggregate Board/committee meetings on which they served; Board met 7x, Audit 10x, Compensation 6x, Nominating & Governance 4x |
| Executive sessions | Non‑employee directors held 4 regular executive sessions during the year |
| Years of service | Director since September 2020 |
| Ownership guideline | Directors must hold 5x annual board retainer in UiPath equity; as of Jan 31, 2025, all directors except two new appointees (Somasegar, Yang) met the requirement (implies Gordon meets) |
| Audit Committee report | Audit Committee recommended inclusion of audited financials in FY2025 10-K; report signed by Michael Gordon (Chair), Daniel Springer, Karenann Terrell, June Yang |
Fixed Compensation (Non‑Employee Director)
| Component | Policy Rate | FY2025 (Cash/Stock) | Notes |
|---|---|---|---|
| Board retainer (cash) | $30,000 per year | Included in $55,000 cash paid to Gordon | |
| Audit Chair fee (cash) | $25,000 per year | Included in $55,000 cash paid to Gordon | Board policy also provides $15,000 for committee membership/chair roles (non‑audit) |
| Total cash | — | $55,000 | Matches $30,000 retainer + $25,000 audit chair |
| Annual equity grant (RSUs) | $200,000 grant value; vests at next annual meeting or 1-year anniversary | 17,021 RSUs; grant date fair value $193,529 (June 2024) | In June 2024, each serving non‑employee director received 17,021 RSUs with $193,529 fair value |
| RSUs outstanding (as of 1/31/25) | — | 17,021 RSUs | Per director RSU roll‑forward table |
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance metrics | None disclosed for directors; director equity grants are RSUs with time‑based vesting (no performance criteria) |
| Options/PSUs | Director compensation policy describes RSU grants (initial and annual); no performance unit program is disclosed for directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Michael Gordon in the UiPath proxy biography |
| Compensation committee interlocks | Company discloses no compensation committee interlocks or insider participation; comp committee comprised solely of independent directors |
Expertise & Qualifications
- Audit Committee financial expert; deep financial reporting and internal control oversight experience .
- Financial expertise and software/technology/cloud experience as cited by the Board in recommending his nomination .
- Education: A.B. Harvard College; MBA Harvard Business School .
Equity Ownership
| As-Of Date | Class A Shares Beneficially Owned | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Class A | Notes |
|---|---|---|---|---|---|
| Apr 29, 2025 (proxy record date) | 159,400 | 17,021 | 159,400 | <1% | Includes 17,021 RSUs vesting/settling within 60 days; less than 1% of Class A |
- Stock ownership policy: Directors must hold 5x annual retainer in UiPath equity; as of Jan 31, 2025, all directors except two new appointees were in compliance (implies Gordon meets) .
- Insider trading policy prohibits hedging, short sales, margin, and pledging of UiPath shares .
Recent Insider Transaction (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source | |---|---:|---:|---:|---| | Jun 26, 2025 | Award (A) – RSUs/Common Stock | 16,064 | $0.00 | 175,464 | |
Data from insider-trades skill query (filing date Jun 30, 2025; reporting name “Gordon Michael Lawrence”; owner type: director).
Governance Assessment
- Strengths for investor confidence
- Independent director; Audit Committee Chair; designated audit committee financial expert—supports strong oversight of financial reporting and internal controls .
- Proven operator and finance executive (MongoDB CFO/COO), bringing SaaS scaling and capital markets experience relevant to UiPath’s business model .
- Attendance: Board disclosed each director attended at least 75% of Board/committee meetings; Audit Committee met 10x—indicates active oversight cadence .
- Ownership alignment: Director stock ownership guideline (5x annual retainer) in place and satisfied by all but the two newest directors as of Jan 31, 2025; hedging/pledging prohibited .
- Section 16 compliance: Company states all required insider ownership reports were timely for FY2025 .
- Compensation and potential conflicts
- Director pay mix appropriately balanced: modest cash retainer plus time‑based annual RSUs (~$200k grant value), with additional cash for audit chair responsibilities; no performance metric-driven director pay that could bias oversight .
- Related-party transactions: Proxy discloses an employment relationship involving the CEO’s brother; no related‑party transactions disclosed involving Michael Gordon .
- Shareholder sentiment signal
- Say-on-pay support exceeded 95% at the 2024 Annual Meeting, suggesting broad shareholder alignment with compensation governance (executive program), indirectly supportive of overall board oversight credibility .
RED FLAGS: None specific to Michael Gordon disclosed in the proxy (no attendance shortfalls, no related‑party transactions, no Section 16 issues, no pledging/hedging). Continue to monitor insider filings and future proxies for changes in roles, ownership, or committee composition.