Philippe Botteri
UiPathAbout Philippe Botteri
Philippe Botteri, age 51, has served on UiPath’s board since February 2020 after being a board observer from April 2017 to February 2020. He is a Partner at Accel (since June 2011) focused on early and growth-stage technology investments, with prior public board experience at Fiverr (2016–2023). He holds an M.A. from École Polytechnique and École des Mines and brings global, financial, and software/cloud expertise to UiPath’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UiPath, Inc. | Board Observer | Apr 2017 – Feb 2020 | Pre-director engagement; supported governance during scale-up |
| Fiverr International Ltd. | Director | 2016 – 2023 | Not disclosed |
| Accel | Partner (senior roles) | Jun 2011 – Present | Focus on cloud apps, enterprise security, marketplaces |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accel entities (various) and other private companies | Director/management positions | Current | Not disclosed |
Board Governance
- Independence: The board determined Botteri is independent under NYSE rules, including for committee service .
- Committee assignments: Nominating and Corporate Governance Committee member; will become Chair effective immediately prior to the June 26, 2025 Annual Meeting .
- Board and committee activity: FY25 board met 7 times; audit 10; compensation 6; nominating & governance 4; each director attended at least 75% of aggregate meetings; all directors attended the 2024 Annual Meeting .
- Lead independent director: Richard P. Wong; independent directors held four executive sessions in FY25 at quarterly board meetings .
Fixed Compensation
| Item | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $45,000 | FY25 director cash compensation |
| Annual Board Retainer (Policy) | $30,000 | Non-employee director compensation policy |
| Committee Membership Retainer (Policy) | $15,000 | Audit committee member; chair or member of compensation, nominating & governance, or board subcommittee |
| Audit Committee Chair Retainer (Policy) | $25,000 | Additional cash for audit chair (not applicable to Botteri) |
| Lead Independent Director Retainer (Policy) | $15,000 | Additional cash for lead independent director (not applicable to Botteri) |
Performance Compensation
| Item | Grant Date | Shares/Value | Vesting Terms |
|---|---|---|---|
| Annual RSU Award | Jun 2024 | 17,021 RSUs; $193,529 grant-date fair value | Vests on earlier of next Annual Meeting or first anniversary of grant date |
| Initial RSU Award (Policy) | Upon board appointment | $600,000 value | Vests in three equal annual installments (policy detail) |
| Annual RSU Award (Policy) | Each Annual Meeting | $200,000 value | One-year vesting aligned to next annual meeting or first anniversary |
Director equity awards are time-based RSUs; no performance metrics are applied to director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Fiverr International Ltd. | Public | Director | 2016 – 2023 |
- Interlocks/potential influence: Two UiPath directors are Accel partners—Botteri (Partner) and Richard P. Wong (General Partner). Wong beneficially owns UiPath shares including large positions attributable to Accel funds, indicating notable VC representation on the board; Botteri’s holdings are personal and not attributed to Accel funds in the proxy footnotes .
Expertise & Qualifications
- Global experience; financial expertise; software and technology product experience; cloud computing experience .
- Education: M.A. from École Polytechnique and École des Mines (France) .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting within 60 Days | % of Class A | Notes |
|---|---|---|---|---|
| Philippe Botteri | 3,144,825 | 17,021 | <1% | 3,127,804 shares with sole voting/dispositive power; RSUs included in 60-day count per SEC rules |
- Stock ownership policy: Directors must hold UiPath equity equal to 5x the annual board retainer; as of Jan 31, 2025, all directors other than new appointees Somasegar and Yang meet the requirement (five-year compliance window) .
- Hedging/pledging: Prohibited by UiPath’s insider trading policy; no pledging by Botteri disclosed .
- Outstanding director RSUs as of Jan 31, 2025: Botteri 17,021 shares underlying RSUs .
Governance Assessment
- Board effectiveness: Botteri’s transition to Chair of Nominating & Corporate Governance strengthens oversight of director selection, board evaluations, governance practices, and ESG oversight per committee charter .
- Independence and engagement: Affirmed independent; FY25 attendance at least 75% of combined board/committee meetings, with regular executive sessions enhancing independent oversight .
- Ownership alignment: Meaningful personal stake (3.145M Class A shares) and equity-based director pay (≈81% of FY25 director compensation was stock) support alignment; policy requires significant ongoing ownership .
- Compensation structure: Standard market-aligned design—modest cash retainer and time-based RSUs; no meeting fees or performance-linked director equity, which reduces risk of short-termism .
- Potential conflicts/red flags:
- VC interlocks: Presence of two Accel partners (Botteri and Wong) could raise perceived influence risks, though both are classified independent and no related-party transactions involving Botteri are disclosed in FY25 .
- Concentrated voting power resides with the CEO via Class B shares (not a Botteri-specific issue), warranting continued emphasis on strong independent oversight by committees .
- Related-party transactions: Proxy discloses one related-person transaction (employment of CEO’s brother); no transactions involving Botteri are disclosed .