Independent
Tenure on this board
4.7 yrs
Also a director at
Abbvie Inc (ABBV)Crowdstrike Holdings Inc (CRWD)Verizon Communications Inc (VZ)
4 nominees · 4 ballot items.
Four management proposals: (1) elect four Class II directors (Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, Dennis Woodside); (2) approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); (3) indicate, on an advisory basis, the preferred frequency of future advisory votes on executive compensation (say-on-frequency) with the board favoring every one year; and (4) ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
Elect four Class II director nominees—Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, and Dennis Woodside—to serve until the 2029 Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal asks stockholders to approve, on a non-binding advisory basis, the total compensation disclosed for the company’s named executive officers as set forth in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder approval to validate its pay-for-performance program and to obtain feedback that the Compensation Committee will consider in future compensation decisions; the vote is required by Section 14A as a routine advisory measure. The proxy provides substantive context: the company moved to a mix of base salary, quarterly performance bonuses tied to Net New ARR and Non-GAAP Operating Margin, and a larger equity component comprised of time-based RSUs and performance-based RSUs (PRSUs) tied to revenue and free cash flow performance for 2025. The board highlights pay-for-performance features such as PRSUs with rigorous targets, clawback policy, stock ownership guidelines, and adjustments made to incentive metrics during 2025; it also notes that the vote is not binding but will inform future compensation-setting. Given the company’s 2025 results — first full-year profitability, strong ARR and AI monetization growth, and PRSU payouts above target — management frames the program as aligned with long-term value creation and market competitive. The board’s recommendation to vote FOR is justified on grounds that the disclosed pay program appropriately balances retention, performance incentives, and alignment with stockholder interests, while retaining discretion to adjust program elements. Investors should consider that this is advisory only, that the Compensation Committee retains final authority over pay decisions, and that a favorable vote would endorse the Committee’s approach but does not guarantee future compensation actions. Analysts evaluating the proposal should weigh the program mechanics, recent certification and vesting of PRSUs, disclosed severance/change-in-control protections, and external consultant engagement against outcomes and governance safeguards described in the proxy.
Non-binding, advisory vote where stockholders indicate whether they prefer future advisory votes on executive compensation to occur every one, two or three years; the Board recommends every one year.
This proposal asks stockholders, on an advisory non-binding basis, to indicate their preferred frequency—one, two or three years—for future advisory votes on named executive officer compensation. Management recommends an annual frequency, arguing that yearly advisory votes provide more timely feedback to the Compensation Committee and better align ongoing pay-setting with current company performance and investor views; the proxy also notes that the vote is non-binding and the Board retains discretion. The company previously had a three-year frequency approved in 2023 but has chosen to put the question to shareholders earlier, signaling management’s desire for more frequent engagement on pay. Analysts should weigh the administrative cost and potential short-termism risk of annual say-on-pay votes against the benefits of more frequent direct shareholder feedback—particularly for a company undergoing strategic transitions (e.g., CEO change in 2024, introduction and certification of PRSUs tied to revenue/free cash flow, and a shift toward profitability in 2025). A plurality outcome will be treated by the Board as the adopted frequency, but because the vote is advisory the Board may still choose a different cadence if it deems it in the company’s best interests. The Board’s recommendation for annual voting is consistent with its governance stance of seeking regular investor input; however, investors focused on long-term incentive alignment may prefer a multi-year cadence to allow performance measures to fully materialize. Consideration should also be given to how PRSU performance periods and other long-term incentives sync with any adopted frequency to avoid misalignment between incentive measurement periods and advisory feedback cadence.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Freshworks’ independent registered public accounting firm for fiscal year 2026; routine matter.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 15,543,566 | $125M |
| 2 | Alphabet Inc. | 5.2% | 14,327,273 | $115M |
| 3 | WestBridge Capital Management, LLC | 4.8% | 13,379,260 | $107M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 10,331,490 | $83M |
| 5 | BlackRock, Inc. | 3.2% | 8,880,315 | $71M |
| 6 | Peak XV Partners Operations LLC | 2.4% | 6,682,683 | $89M |
| 7 | Alyeska Investment Group, L.P. | 2.3% | 6,451,569 | $52M |
| 8 | Topline Capital Management, LLC | 2.1% | 5,917,586 | $48M |
| 9 | BlackRock, Inc. | 2.1% | 5,819,656 | $47M |
| 10 | STATE STREET CORP | 1.8% | 5,051,361 | $41M |
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