Sivaramakichenane Somasegar
UiPathAbout Sivaramakichenane Somasegar
Independent director at UiPath (PATH) since September 2024; age 58. Managing Director at Madrona Ventures (joined 2015; MD since 2017) after nearly three decades at Microsoft leading the Developer Division (Visual Studio and .NET) and establishing global R&D labs in Boston, Canada, China, India, and Israel. Education: Master’s in Computer Engineering (Louisiana State University), Bachelor’s in Electronics & Communication Engineering (Anna University), and an Honorary Doctorate from Anna University for accomplishments in Technology and Computer Science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate VP, Developer Division (Visual Studio/.NET); led global R&D labs | Not disclosed (nearly three decades overall) | Scaled developer tools to tens of millions; built multi-country R&D footprint |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madrona Ventures | Managing Director | MD since 2017; joined 2015 | Focus on AI/ML, intelligent apps, developer platforms |
| Pulumi | Board member | Not disclosed | Cloud infrastructure; developer-focused |
| SeekOut | Board member | Not disclosed | AI talent platform |
| Tigera | Board member | Not disclosed | Kubernetes networking/security |
| Bobsled | Board member | Not disclosed | Data/AI (portfolio) |
| RelationalAI | Board member | Not disclosed | Knowledge graph/DB |
| Statsig | Board member | Not disclosed | Experimentation platform |
| Rhythms | Board member | Not disclosed | Intelligent applications |
| Go1 | Board member | Not disclosed | Enterprise learning |
No other public company directorships disclosed in UiPath filings; 8‑K on appointment affirms independence and no Item 404(a) related‑party interest .
Board Governance
- Independence: Board determined Somasegar is independent under NYSE standards; also designated to the Nominating & Corporate Governance Committee upon appointment .
- Committee memberships: Nominating & Corporate Governance Committee (members: Laela Sturdy – Chair until 2025 AGM, Philippe Botteri – incoming Chair, Somasegar); committee met 4 times in FY2025 .
- Board & committee activity: Board met 7 times; Audit met 10; Compensation met 6; each director attended at least 75% of aggregate meetings of the board and committees on which they served; independent directors held executive sessions quarterly .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG/sustainability efforts .
- Lead Independent Director: Richard P. Wong (duties include presiding executive sessions, agenda-setting liaison) .
Fixed Compensation
| Component | Policy Amount | FY2025 Actual (Cash) | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $30,000 | $18,220 | Partial-year service from Sept 2024 |
| Lead Independent Director | $15,000 | — | Not applicable |
| Audit Chair | $25,000 | — | Not applicable |
| Committee Member/Chair (Audit, Comp, NCG) | $15,000 | Included in fees | $15k applies to committee member/chair roles |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Initial RSU (director onboarding) | Sept 2024 | 47,694 | 607,622 | Time-based: 3 equal annual installments; accelerates on change in control |
| Annual RSU (June 2024) | N/A (not serving then) | — | — | Not eligible for June 2024 annual grant |
Director awards are time‑based RSUs; no director performance metrics disclosed (PSUs introduced for NEOs in FY2026, not for directors) .
Other Directorships & Interlocks
- Venture affiliation: Managing Director at Madrona Ventures; the UiPath 8‑K notes no direct or indirect material interest in any transaction requiring Item 404(a) disclosure at appointment .
- Accel interlocks (context): UiPath disclosed a co‑investment with Accel in “H company”; Accel partners (Botteri, Wong) recused; no disclosure involving Madrona or Somasegar on that transaction .
Expertise & Qualifications
- Deep developer ecosystem leadership (Visual Studio/.NET); scale of tools to tens of millions of developers .
- Cloud computing, software product experience; management experience and global R&D leadership .
- Active investor/operator across AI/ML, intelligent apps, developer platforms; multiple private boards .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | Apr 29, 2025 | — (<1%) | Listed as less than 1% of Class A; number not specified in table |
| RSUs outstanding | Jan 31, 2025 | 47,694 | Unvested director onboarding RSUs |
| Hedging/pledging | Policy | Prohibited | Insider trading policy prohibits hedging, short sales, margin, and pledging |
| Ownership guidelines | Policy | 5x annual board retainer | Directors must hold equity equal to 5x retainer; five years to comply from becoming subject to policy; Somasegar not yet in compliance as of Jan 31, 2025 (joined Sept 2024) |
Insider Trades (Form 4)
| Date Filed | Transaction Date | Code | Security | Shares | Price | Source |
|---|---|---|---|---|---|---|
| 2024-09-06 | 2024-09-05 | A (Award) | Class A Common (RSU) | 47,694 | $12.74 | |
| 2025-07-01 | Various | 4 | Statement of changes (POA included) | — | — |
Governance Assessment
- Independence and engagement: Independent; committee member; board/committee attendance threshold met; quarterly executive sessions support robust oversight .
- Compensation alignment: Modest cash fees with majority of value in time‑based RSUs; onboarding grant ($600k) standard per policy; annual RSU ($200k) not applicable in 2024 due to appointment timing; equity accelerates on change in control per plan, typical for directors .
- Ownership alignment: Subject to 5x retainer guideline; not yet compliant due to recent appointment, with five‑year runway; hedging/pledging prohibited—positive alignment signal .
- Conflicts/red flags: No Item 404(a) related‑party transactions disclosed for Somasegar; venture affiliations noted but independence affirmed. No pledging, hedging, loans, or related‑party exposures disclosed for him. RED FLAGS: None identified in filings specific to Somasegar .
Director Compensation (FY2025)
| Component | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sivaramakichenane Somasegar | 18,220 | 607,622 | 625,842 |
Stock awards reflect initial onboarding RSU of 47,694 RSUs; annual grant in June 2024 was not received due to appointment timing .
Committee Assignments, Chair Roles, and Attendance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 4 | ESG oversight; chair transitioned to Botteri post‑AGM |
| Board of Directors | Director | 7 (Board) | Each director attended ≥75% aggregate meetings; quarterly independent executive sessions |
Related-Party & Policy Disclosures
- Related party transactions: None disclosed for Somasegar; the appointment 8‑K confirms no direct/indirect material interest requiring disclosure .
- Insider trading policy: Prohibits hedging, short sales, derivative trading, margin purchases, and pledging; annual certification and clawback policy in place .
- Director compensation policy: Annual cash retainer $30k; committee member/chair $15k; audit chair $25k; initial RSU $600k vesting over 3 years; annual RSU $200k vesting over ~1 year; accelerates on change in control .
Overall implication: Somasegar brings deep developer/AI expertise with clean independence and strong governance alignment. Venture affiliations warrant monitoring for future co‑investment or portfolio overlaps, but current disclosures show no conflicts at UiPath. Equity‑heavy director pay and stock ownership guidelines support investor alignment, with prohibited hedging/pledging reducing misalignment risk .