Richard Wong - Lead Independent Director | UiPath (PATH) Executive Profile & Compensation

About Richard P. Wong

Richard P. Wong (age 55) has served as an independent director of UiPath since March 2018 and is the Lead Independent Director. He is a General Partner at Accel (since November 2006) and previously held senior product and marketing roles at Openwave Systems (2001–2006). Wong holds B.S. and M.S. degrees from MIT, reflecting strong technical and industry credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Accel	General Partner	Nov 2006–present	Investor; governance experience through portfolio boards
Openwave Systems Inc.	SVP Products; Chief Marketing Officer	2001–2006	Led product and marketing at mobile software company
Sunrun Inc.	Director	Jul 2009–Mar 2018	Board experience in energy; prior public company board

External Roles

Organization	Role	Tenure	Committees/Impact
Atlassian Corporation Plc	Director	Jul 2010–present	Software sector interlock; long-tenured board member

Board Governance

Independence: Board determined Wong is independent under NYSE standards, including for committee service .
Lead Independent Director: Serves since IPO with responsibilities to preside over executive sessions, liaise with CEO, and consult on agendas .
Committee assignments: Chair, Compensation Committee; member composition in FY25 was Wong and Daniel D. Springer .
Meetings and attendance: FY25 board met 7 times; Compensation Committee met 6 times; each director attended at least 75% of aggregate board and committee meetings. Non-employee directors held four quarterly executive sessions presided by Wong .

Fixed Compensation

Component	FY2025 Amount	Notes
Cash fees (annual)	$60,000	Actual cash earned by Wong in FY2025
Director compensation policy (baseline)	Board retainer $30,000	Policy elements effective FY2025
Director compensation policy (roles)	Lead Independent Director +$15,000; Committee chair/member +$15,000; Audit chair +$25,000	Role-based cash retainers

Performance Compensation

Component	Grant Value	Units	Vesting
Annual RSU grant (Jun 2024)	$193,529	17,021 RSUs	Annual director RSUs vest on earlier of next annual meeting or first anniversary, subject to service

No director PSUs or option grants are disclosed for FY2025; director equity consists of time-based RSUs under the 2021 Plan .

Other Directorships & Interlocks

Accel affiliation and UiPath ownership: Wong personally holds 774,831 Class A shares and 17,021 RSUs vesting within 60 days. He may be deemed to share voting power over 9,016,356 Class A shares held across Accel funds (ALF, ALFI16, AGF4, AGF4SP, AGFI16), reflecting a venture investor interlock. Total beneficial Class A shares for Wong are 9,845,611 (2.2% of Class A outstanding) .
Additional board seats: Atlassian Corporation Plc (current); Sunrun Inc. (former) .

Expertise & Qualifications

Technical and product leadership in software (Openwave; Atlassian board experience), deep venture investing background (Accel), cloud/software industry expertise, and financial expertise cited by the Company as qualifications for board service .

Equity Ownership

Holder	Class A Shares Beneficially Owned	% of Class A	Notes
Richard P. Wong	9,845,611	2.2%	Includes 774,831 personal shares, 17,021 RSUs vesting within 60 days, and 9,016,356 shares via Accel funds where Wong has deemed shared voting power

Ownership guidelines: Directors must hold 5× the annual board retainer; as of Jan 31, 2025, all directors except recent appointees (Somasegar, Yang) meet the requirement—implicitly includes Wong. Eligible shares exclude unvested RSUs and options .
Hedging/pledging: Prohibited by UiPath’s insider trading policy (no hedging, shorting, margin purchases, or pledging) .

Governance Assessment

Board effectiveness: Wong’s dual role as Lead Independent Director and Compensation Committee Chair positions him at the center of independent oversight, including presiding over executive sessions and compensation governance. Committee responsibilities cover executive pay policy, director pay, equity plan administration, succession, and risk alignment; the committee has charter authority to retain independent advisors .
Independence and attendance: Independent under NYSE rules and attended ≥75% of board/committee meetings in FY2025; presided over four executive sessions, signaling active engagement .
Compensation committee process: Uses independent consultant Compensia; committee analyzed conflicts and found none. Peer group and market data are reviewed annually to align pay structures; risk assessment concluded compensation is not reasonably likely to encourage excessive risk-taking .
Director pay structure: Balanced mix with modest cash and time-based RSUs ($60k cash; $193,529 RSUs in FY2025), aligning director interests with shareholders while avoiding performance equity that could distort oversight incentives .
Ownership alignment: Significant beneficial ownership partly through Accel funds provides alignment with shareholders, but also introduces potential perceived interlock risk given shared voting power via Accel-managed entities; the Company nonetheless affirms Wong’s independence .
Related-party exposure: Proxy discloses a related-person employment for the CEO’s brother; no related-party transactions involving Wong are disclosed .
Shareholder signals: 2024 say‑on‑pay received >95% support, indicating investor confidence in compensation governance; annual say‑on‑pay cadence maintained .
Policies: Robust insider trading, anti-hedging/pledging, stock ownership, and clawback policies in place, reinforcing governance alignment and accountability .

RED FLAGS: Potential perceived conflict/interlock due to Accel’s sizable UiPath holdings and Wong’s role as managing member on Accel entities with shared voting power over UiPath shares; requires continued transparency and strict adherence to independence standards. No hedging/pledging or related-party transactions involving Wong are disclosed, mitigating alignment risks .