FRESHWORKS INC CLASS A (FRSH)
Sector: Information Technology
2026 Annual Meeting Analysis
FRESHWORKS INC CLASS A · Meeting: May 28, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Austin joined in May 2021 and has meaningful tenure overlap with the performance period; however, FRSH's 3-year return of -47.7% is only 4.5 percentage points below the peer group median of -43.2%, which is well within the 20-percentage-point threshold required to trigger a vote against, so no TSR flag fires, and she shows no overboarding, attendance, or independence concerns.
Gandhi joined in December 2019 and has full tenure overlap with the 3-year period; the 3-year TSR gap versus the peer median is only -4.5 percentage points, far below the 20-percentage-point trigger threshold, and he shows no overboarding, attendance, or independence concerns.
Pelzer joined in July 2023, meaning his tenure is less than 36 months but more than 24 months at the time of the meeting; the 3-year TSR gap versus peer median is only -4.5 percentage points, well below the 20-percentage-point threshold, and he has no overboarding, attendance, or independence issues.
Woodside joined the board in September 2022 and became CEO in May 2024; the 3-year TSR gap versus the peer median is only -4.5 percentage points, well below the 20-percentage-point trigger threshold, and the Say on Pay analysis separately supports his compensation program, so no TSR or other policy flags fire.
All four Class II director nominees pass the TSR trigger test: FRSH's 3-year price return of -47.7% trails the disclosed compensation peer group median by only 4.5 percentage points, far below the 20-percentage-point threshold that applies when absolute 3-year TSR is negative. No overboarding, attendance, independence, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Dennis Woodside
Total Comp
$15,623,481
Prior Support
96%%
CEO Dennis Woodside received total compensation of approximately $15.6 million in 2025, which is within a reasonable range for a CEO at a $2.3 billion technology company, and the prior Say on Pay vote received over 96% support with no structural concerns triggering a change. The pay program is meaningfully performance-oriented: 70% of equity was in time-vesting restricted stock awards and 30% in performance stock awards tied to revenue and free cash flow targets, with the bonus program linked to measurable quarterly goals (Net New ARR and Non-GAAP Operating Margin); actual payouts of 109.5% of target reflect genuine outperformance against those goals. The company also has a meaningful clawback policy, anti-hedging and anti-pledging rules, and stock ownership guidelines, all of which represent sound governance practices consistent with a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$3,463,472
Non-Audit Fees
$109,720
Deloitte has audited Freshworks since 2018 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax advisory) of $109,720 represent only about 3.2% of audit fees of $3,463,472, far below the 50% ratio that would trigger a concern; and Deloitte is a Big 4 firm appropriate for a $2.3 billion public company.
Overall Assessment
The 2026 Freshworks annual meeting presents a clean ballot with no major governance concerns: all four Class II director nominees pass the TSR peer-comparison test, Deloitte's fees and tenure are well within policy limits, and the executive compensation program is appropriately performance-linked with strong prior shareholder support. The only non-standard item is a say-on-frequency proposal, which is routine housekeeping and not covered by the voting policy.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing