Arun Oberoi
About Arun Oberoi
Arun Oberoi, age 70, has served as an independent director of Schrödinger (SDGR) since May 2022. He is a seasoned enterprise software executive with prior leadership roles at Red Hat, IBM (Tivoli), Hewlett-Packard, Micromuse, Aveksa, and Viridity Software. He holds a B.A. from the University of Delhi and an MBA from Northwestern University’s Kellogg School of Management. His board-level experience spans cybersecurity, open-source software, and payments, supporting audit oversight and commercial strategy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Hat, Inc. | EVP, Global Sales & Services | Apr 2012 – Aug 2021 | Scaled enterprise go-to-market; Red Hat acquired by IBM in 2019 |
| Viridity Software, Inc. | President & CEO | Dec 2010 – Jan 2012 | Data center infrastructure management focus |
| Aveksa, Inc. | CEO | Mar 2008 – Jun 2010 | Access governance and management software |
| Micromuse, Inc. | EVP, Global Sales & Technical Services | Jan 2004 – Feb 2006 | Company acquired by IBM in Feb 2006 |
| IBM Tivoli | Vice President | 2006 – Mar 2008 (post Micromuse acquisition) | Operations within IBM Tivoli post-acquisition |
| Hewlett-Packard Company | VP & GM, Worldwide Corporate Accounts & Industries, Sales & Marketing | Aug 1997 – Dec 2003 | Global sales and industry vertical leadership |
External Roles
| Organization | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| Paymentus Holdings, Inc. | Director | Public company; current | Electronic billing and payments; publicly traded |
| SUSE S.A. | Chairman, Supervisory Board | Since Jan 2024 | Open-source hybrid cloud infrastructure; EQT portfolio company |
| Proofpoint, Inc. | Director | Current | Enterprise security; Thoma Bravo portfolio company |
| Talend S.A. | Director | Current | Open-source integration software; Thoma Bravo portfolio company |
| Deeplite, Inc. | Director | Current | AI model optimization software (private) |
Board Governance
- Independence: The board determined in March 2025 that all directors except the CEO (Dr. Farid) and Dr. Friesner are independent under Nasdaq rules; Oberoi is independent.
- Committees: Member, Audit Committee (Chair: Gary Sender). No other committee roles disclosed for Oberoi.
- Audit Committee scope: Oversees financial reporting, ICFR, auditor independence, related person transactions, cybersecurity/data privacy risks, and investment policy; met seven times in 2024.
- Attendance: The full board met five times in 2024; each then-serving director attended at least 75% of board and applicable committee meetings and attended the 2024 annual meeting.
- Audit Committee Report: Oberoi is a signatory to the 2024 Audit Committee Report recommending inclusion of audited financials in the 10-K.
- Board structure: Combined CEO/Chair roles are separated; no Lead Independent Director because the Chair is independent.
- Shareholder engagement signal: At the 2024 annual meeting, ~81% of votes cast supported Oberoi’s election as a Class I director; subsequent investor outreach highlighted concerns about the classified board and number of other public company boards held by directors.
Fixed Compensation
| Year | Fees Earned in Cash (Oberoi) | Notes |
|---|---|---|
| 2024 | $55,000 | Comprised of Board member retainer ($45,000) plus Audit Committee member fee ($10,000) under 2024 policy |
Director fee schedule (policy):
- 2024 Policy: Board member $45,000; Board Chair +$40,000; Audit Committee member $10,000; Audit Chair +$10,000; Compensation member $7,500; Comp Chair +$7,500; Nominating member $5,000; Nominating Chair +$5,000; Drug Discovery member $7,500; Drug Discovery Chair +$7,500.
- 2025 Policy (effective Jan 1, 2025): Board member $50,000; Board Chair +$40,000; other committee member/chair supplements unchanged from 2024. Initial and annual equity values increased (see Performance Compensation).
Performance Compensation
| Grant Type | Grant Context | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | 2024 annual director grant | 8,550 options; $98,825 grant-date fair value | Vests at 12 months from grant (or earlier next annual meeting) | Black-Scholes valuation; annual meeting grant date |
| RSUs | 2024 annual director grant | 5,000 RSUs; $96,600 grant-date fair value | Vests at 12 months from grant (or earlier next annual meeting) | Based on closing price on grant date |
Additional policy terms:
- Initial director equity (2024 policy): Option and RSU each valued at $237,500; vest 1/3 annually over 3 years.
- 2025 policy increases: Initial option and RSU each valued at $252,500; annual option and RSU each valued at $126,250; same vesting mechanics.
- Performance metrics: No performance-vesting metrics disclosed for director equity; time-based vesting only.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Signal |
|---|---|---|---|
| Paymentus Holdings, Inc. | Public | Director | None disclosed with SDGR operations; monitor for related-party transactions if any arise |
| Proofpoint, Inc.; Talend S.A.; SUSE S.A.; Deeplite, Inc. | Private/PE-backed or non-U.S. | Director/Chair (SUSE) | Investor engagement cited concerns with number of boards across directors generally; time-commitment optics to monitor |
- Compensation Committee Interlocks: Company discloses no compensation committee interlocks; Oberoi is not on the Compensation Committee.
Expertise & Qualifications
- Enterprise software go-to-market leadership (Red Hat EVP global sales/services; prior HP, IBM Tivoli, Micromuse).
- Governance in cybersecurity, open-source, and payments via current public/private board roles (Proofpoint, Talend, SUSE, Paymentus, Deeplite).
- Academic credentials: B.A. (University of Delhi); MBA (Kellogg School of Management, Northwestern).
Equity Ownership
| As of | Common Shares Held | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Common Outstanding |
|---|---|---|---|---|
| April 1, 2025 | 6,250 | 42,723 | 48,973 | <1% (asterisked in table) |
Additional alignment details:
- Unvested RSUs outstanding (12/31/2024): 5,000 RSUs.
- Director ownership guidelines: 3x annual cash retainer; as of Apr 21, 2025, all directors (except two recent executives and Ms. van Kralingen) met guidelines—implies Oberoi is in compliance.
- Calculation rules: includes unpledged common, vested in-the-money options, and time-based RSUs; excludes performance RSUs, unvested options, and pledged shares.
- Pledging/Hedging: Company prohibits hedging; pledging not disclosed for Oberoi (a pledge is disclosed for another director).
Governance Assessment
- Strengths: Independent director; active Audit Committee member with seven meetings in 2024; full board attendance threshold met; compliant with director ownership guidelines; equity mix aligns with shareholder interests (annual options + RSUs).
- Compensation structure: 2024 cash fees of $55,000; equity awards (options + RSUs) totaling $195,425 grant-date fair value; total $250,425—meaningful equity weighting for alignment. Policy increased 2025 board retainer to $50,000 and raised initial/annual equity award values.
- Shareholder signals: 81% support for his 2024 election—acceptable but below typical large-cap norms. Company outreach identified investor concerns tied to classified board and number of outside boards; Oberoi serves on several external boards, a potential time-commitment optics risk to monitor.
- Conflicts/related parties: No related-person transactions disclosed involving Oberoi; the Audit Committee reviews and approves any such transactions per policy.
- Policies and controls: Stock ownership guidelines for directors, clawback policy oversight by Compensation Committee, anti-hedging policy, separate Chair/CEO roles, and robust audit oversight support board effectiveness.
RED FLAGS (to monitor): Multi-board commitments (SUSE chair plus multiple directorships) in light of investor feedback on director overboarding; maintain focus on attendance and engagement metrics in future proxies.