Arun Oberoi
About Arun Oberoi
Arun Oberoi, age 70, has served on Paymentus’ Board since April 2023 and is a Class III director with a term expiring at the 2027 annual meeting. He is not considered independent due to a prior consulting relationship with Paymentus that was terminated in April 2023; he is not a member of any standing board committees. His background includes senior operating roles in enterprise software and sales leadership, with an MBA from Northwestern’s Kellogg School of Management and a bachelor’s degree from Delhi University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Hat | EVP, Global Sales & Services | 2012–2021 | Scaled enterprise open-source sales and services |
| Viridity Software | CEO | 2010–2012 | Led energy optimization software firm |
| Aveksa | CEO | 2008–2010 | Led identity governance firm |
| Micromuse (IBM acq. 2006) | EVP, Global Sales & Technical Services | 2004–2008 | Ran global field operations |
| Hewlett-Packard | VP/GM roles (WW corporate accounts & industries; WW software sales & marketing) | Prior to 2004 | Senior executive in enterprise accounts and software |
External Roles
| Organization | Role | Public/Private | Committees/Position |
|---|---|---|---|
| Schrodinger, Inc. | Director | Public (Nasdaq) | Audit Committee member |
| Proofpoint | Director | Private (Thoma Bravo portfolio) | Board member |
| SUSE S.A. | Supervisory Board Member & Chairman | Private (EQT portfolio) | Supervisory board chair |
| Deeplite | Director | Private | Board member |
Board Governance
- Committee assignments: None disclosed for Oberoi in 2024–2025; he is not listed with audit, compensation, or nominating committee footnotes .
- Independence: Not independent due to prior consulting relationship (terminated April 2023) .
- Attendance: Each director attended at least 75% of board and relevant committee meetings during 2024; board held four meetings .
- Executive sessions: Independent directors meet in executive session at least annually, chaired by the Lead Independent Director .
- Committee activity cadence (overall board oversight context): Audit (8 meetings in 2024), Compensation (6), Nominating & Governance (2) .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Cash Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $30,000 | $0 | $30,000 | No committee memberships |
| 2023 | $20,333 | $0 | $20,333 | Prorated for partial year from April appointment |
- Cash fee schedule (policy reference): $30,000 non-employee director; committee chairs/members: Audit ($20,000 chair/$10,000 member), Compensation ($12,000/$6,000), Nominating ($8,000/$4,000); Lead Independent Director $15,000 .
Performance Compensation
| Year | Equity Type | Grant Date | Grant-Date Fair Value | Vesting | Change-in-Control |
|---|---|---|---|---|---|
| 2024 | RSU (Annual Award) | June 10, 2024 | $169,984 | 100% vest at 1-year anniversary, continuous service | |
| 2023 | RSU (Annual Award) | June 5, 2023 | $169,991 | 100% vest at 1-year anniversary, continuous service | |
| 2023 | RSU (Prorated Annual Award) | April 27, 2023 | $18,624 | Prorated award, standard director vesting |
- Annual director equity policy: $170,000 RSU value on or near June 15 each year; vests fully after one year, subject to service .
- Director compensation limit: Aggregate annual cash + equity ≤ $550,000 (excludes compensation for non-director services) .
- Change-of-control treatment: Director RSUs accelerate vesting in full if serving at the time of change in control .
- Clawback: Company adopted a compensation recovery (clawback) policy in October 2023 for executive officers tied to restatements; not director-specific but relevant oversight by Compensation Committee .
Other Directorships & Interlocks
| Company/Entity | Relationship to Paymentus | Potential Interlock/Conflict Notes |
|---|---|---|
| Schrodinger, Inc. | None disclosed | Public tech/pharma software; audit committee role suggests governance/financial expertise; no disclosed transactions with Paymentus |
| Proofpoint (Thoma Bravo) | None disclosed | Cybersecurity; private; no disclosed related-party transactions |
| SUSE S.A. (EQT) | None disclosed | Open-source infrastructure; private; no disclosed related-party transactions |
| Deeplite | None disclosed | AI optimization; private; no disclosed related-party transactions |
Expertise & Qualifications
- Deep enterprise software, global sales and services leadership; prior senior roles at Red Hat, HP, Micromuse; CEO experience at multiple software firms .
- Public company board experience (Schrodinger audit committee), plus governance roles at private software companies .
- Education: MBA, Kellogg School of Management (Northwestern); bachelor’s degree, Delhi University .
Equity Ownership
| As of Date | Beneficial Ownership (Class A) | % of Class A | Options (Exercisable/Unexercisable) | RSUs Outstanding | Notes |
|---|---|---|---|---|---|
| April 10, 2025 | 24,667 shares | <1% | — / — | 8,655 RSUs (as of 12/31/24) | Directors’ hedging/pledging prohibited by policy |
| April 11, 2024 | 24,667 shares | <1% | — / — | 19,977 RSUs (as of 12/31/23) | RSU balances reflect vesting/settlement over 2024 |
- Policy prohibits hedging and pledging of company securities by directors (and employees) .
Governance Assessment
- Independence & conflicts: Non-independent status due to a prior consulting relationship (terminated April 2023). This is a notable governance flag, though the relationship ended; the proxy does not disclose payment amounts or terms in Related Person Transactions for Oberoi, limiting transparency .
- Alignment & engagement: High equity component in director pay via one-year RSUs (time-based), consistent attendance ≥75% in 2024, and prohibition on hedging/pledging support alignment with shareholder interests .
- Committee service: No current committee roles; therefore limited direct influence on audit/compensation/nominating processes versus other directors. Board committees met regularly (Audit 8; Compensation 6; Nominating 2 in 2024) .
- Compensation oversight and policy: Director compensation is modest and primarily equity-based; change-in-control acceleration exists for director RSUs, which is standard but can be investor-sensitive regarding acceleration mechanics .
- RED FLAGS
- Non-independence due to prior consulting relationship (status persists in 2024–2025) .
- Lack of disclosure on prior consulting terms/amounts (limits conflict transparency) .
- Positive signals
- Attendance threshold met; independent director executive sessions; robust committee meeting cadence .
- Insider trading policy explicitly prohibits hedging/pledging; clawback policy adopted for executives in 2023, demonstrating governance controls .