Guidewire Software Inc

The following describes each element of ourexecutive compensation program, the rationale for each and how compensation amounts and awards are determined.

Base Salary

We provide our executive officers, including the NEOs, with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account his or her qualifications, experience, and comparable market data.

Thereafter, the Compensation Committee reviews and recommends adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. In doing so, the Compensation Committee exercises its judgment and discretion and considers several factors, including our overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, her or his role and scope of responsibilities within our Company, her or his individual experience and skills, the executive officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, and the input of our CEO. No specific formula is applied to determine the weight of each criterion.

In September 2023, the Compensation Committee reviewed the base salaries of certain of our executive officers and management team, including the NEOs, and determined not to adjust the base salaries for our NEOs, with the exception of Winston King, our Chief Administrative Officer, General Counsel, and Secretary. The Compensation Committee approved an increase to Mr. King’s base salary to better align his compensation with market competitiveness. This adjustment reflects Mr. King’s strong performance during fiscal year 2023 in driving the Company’s strategic goals and delivering results. The decision not to adjust the base salaries of the other NEOs was based on the Compensation Committee’s assessment that their current compensation levels were appropriate for fiscal year 2024 and not on performance considerations.

Accordingly, the Compensation Committee approved the annual base salaries for fiscal year 2024 as follows:

*All fiscal year 2024 base salaries first became effective on November 1, 2023.

**Effective as of December 31, 2023, Ms. Hung ceased to serve as our President and Chief Operating Officer and transitioned to the position of a Senior Advisor. Prior to her transition in role, Ms. Hung was on sabbatical at the time of the September 2023 Compensation Committee meeting and that sabbatical ended as of December 31, 2023. As Senior Advisor to the Company, Ms. Hung’s annual base salary continued to be $425,000 for the rest of fiscal year 2024.

Senior Executive Incentive Bonus Plan

Our Senior Executive Incentive Bonus Plan (the “Bonus Plan”) applies to certain key executives, including all the NEOs, as selected by the Compensation Committee. The Bonus Plan provides for bonus payments based upon the attainment of performance targets established by the Compensation Committee related to financial and operational metrics with respect to the Company and its subsidiaries (the “Performance Goals”).

Any bonuses paid under the Bonus Plan are based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals. The bonus formulas are adopted in each annual performance