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Guidewire Software, Inc.

For the period ended Dec 15, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 15, 2025 · Filed Oct 30, 2025

GWRE$161.41-3.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Pay Versus Performance

Pay Versus Performance Table

The following table sets forth the pay versus performance disclosures required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, for each of the last four completed fiscal years. Because of the emphasis our executive compensation program places on equity compensation, as discussed in “Compensation Discussion and Analysis,” there may be large increases or decreases in the calculation of “compensation actually paid” to our NEOs on a year-to-year basis due to fluctuation in our stock price. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our NEOs.

Value of Initial Fixed $100 Investment Based on:(4)
Fiscal YearSummary Compensation Table Total for CEO ($)(1)Compensation Actually Paid to CEO ($)(2)Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)Average Compensation Actually Paid to Non-CEO NEOs($)(2)Company Total Stockholder Return(4)Peer Group Total Stockholder Return(5)Net Income (Loss)(in thousands)Annual Recurring Revenue(in millions)(6)
202514,012,06129,497,7666,655,79612,960,115192.27162.8569,8041,041
202411,265,43823,190,4344,182,6679,526,790127.55135.95(6,103)864
20239,550,49211,214,0923,940,3334,859,55372.09123.74(111,855)761
202210,084,9782,928,9356,354,3503,092,85666.05104.47(180,431)683
20218,234,8347,315,8423,007,1992,810,77597.91147.98(66,507)575

(1)Our principal executive officer for all covered fiscal years was our CEO, Mr. Rosenbaum, and we have referred to him as our CEO throughout this disclosure.

(2)We have made adjustments to the 2025 Summary Compensation Table totals—as prescribed by Item 402(v) of Regulation S-K—to calculate the amounts disclosed above as “compensation actually paid.” These adjustments are disclosed in the tables following footnote (6) below under the caption, “Adjustments to Determine Compensation Actually Paid.” Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: (i) for Time-Vesting RSUs, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Performance-Vesting RSUs, the same valuation methodology as Time-Vesting RSUs in the immediately preceding clause, except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for RSUs subject to performance-based vesting conditions tied to total stockholder return as granted prior to fiscal year 2021 and during fiscal years 2024 and 2025 (including PSU Kickers for Messrs. Rosenbaum and Mullen), as applicable, estimated fair values of such unvested awards using a Monte Carlo simulation model as of each relevant measurement date in fiscal years 2021 to 2025, as applicable. For additional information on the assumptions used to calculate the valuation of these awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 and prior fiscal years.

(3)Our non-CEO NEOs for the fiscal years ended July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024 and July 31, 2025 are set forth in the second summary table provided below under the caption, “Adjustments to Determine Compensation Actually Paid.”

(4)Assumes $100 invested on July 31, 2020 in stock or index, including reinvestment of dividends.

(5)Our peer group (the “Peer Group”) is comprised of the S&P Software & Services Select Industry Index, as disclosed in our annual report pursuant to Section 229.201(e)(1)(ii) of Regulation S-K.

(6)We selected Annual Recurring Revenue (on a constant currency basis) as the Company-Selected Measure given its inclusion in our quarterly earnings releases and as a financial target in our bonus program and certain equity awards for our management team.

Guidewire Software, Inc.632025 Proxy Statement
Table of ContentsPay Versus Performance

Adjustments to Determine Compensation Actually Paid

Compensation actually paid to our CEO represents the “Total” compensation reported in the 2025 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

20212022202320242025
Summary Compensation Table Total for CEO(1)$8,234,834$10,084,978$9,550,492$11,265,438$14,012,061
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(2)$(6,627,872)$(8,474,034)$(7,851,062)$(9,594,557)$(12,280,203)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(3)$6,480,263$5,558,182$9,157,761$11,601,927$11,280,278
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(3)$(1,071,147)$(4,253,689)$403,027$7,682,497$12,406,136
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(3)$656,767$600,823$795,456$1,127,128$1,396,694
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(3)$(357,003)$(587,325)$(841,582)$1,108,001$2,682,800
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(3)$—$—$—$—$—
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation$—$—$—$—$—
Compensation Actually Paid$7,315,842$2,928,935$11,214,092$23,190,434$29,497,766

(1)We have not reported any amounts in our 2025 Summary Compensation Table with respect to “Change in Pension and Non-qualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.

(2)The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(3)In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our CEO were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP.

The average compensation actually paid to our non-CEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below), includes the individuals indicated in the table below for each fiscal year:

20212022202320242025
Jeff CooperJohn MullenJohn MullenJohn MullenJohn Mullen
Winston KingJeff CooperJeff CooperJeff CooperJeff Cooper
Priscilla HungWinston KingWinston KingWinston KingWinston King
Frank O’DowdPriscilla HungPriscilla HungPriscilla HungDavid Peterson
Frank O’Dowd
Guidewire Software, Inc.642025 Proxy Statement
Table of ContentsPay Versus Performance

Average compensation actually paid to our non-CEO NEOs represents the “Total” compensation reported in the 2025 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

20212022202320242025
Summary Compensation Table Total for non-CEO NEOs(1)$3,007,199$6,354,350$3,940,333$4,182,667$6,655,796
Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(2)$(2,274,596)$(5,568,306)$(3,061,945)$(3,411,357)$(5,735,431)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(3)$2,167,180$3,235,840$3,571,601$4,125,130$5,318,567
Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(3)$(228,438)$(594,349)$251,249$3,659,623$4,651,942
Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(3)$219,589$342,075$310,205$400,716$1,012,626
Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(3)$(80,159)$(104,446)$(151,890)$570,011$1,056,615
Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(3)$—$(572,308)$—$—$—
Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation$—$—$—$—$—
Compensation Actually Paid$2,810,775$3,092,856$4,859,553$9,526,790$12,960,115

(1)We have not reported any amounts in our 2025 Summary Compensation Table with respect to “Change in Pension and Non-qualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.

(2)The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the 2025 Summary Compensation Table for the applicable year.

(3)In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our non-CEO NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP.

Relationship Between Financial Performance Measures

As described above in the section titled “Compensation Discussion and Analysis,” the Company’s compensation program is designed to attract and retain high-performing talent in our industry, motivate our NEOs to create long-term, enhanced shareholder value, and provide a fair reward for executive effort and stimulate professional and personal growth. The Company uses several performance measures to align executive compensation with Company performance. The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative total stockholder return and the Peer Group total stockholder return, (ii) our Annual Recurring Revenue, and (iii) our net income (loss), in each case, for the fiscal years ended July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024 and July 31, 2025.

Guidewire Software, Inc.652025 Proxy Statement
Table of ContentsPay Versus Performance

Total stockholder return amounts reported in the graph below assume an initial fixed investment of $100 invested on July 31, 2020 in stock or index, including reinvestment of dividends.

Guidewire Software, Inc.662025 Proxy Statement
Table of ContentsPay Versus Performance

Pay Versus Performance Measures

We believe the following performance measures represent the most important measures used by us to link compensation actually paid to the performance of our NEOs for the fiscal year ended July 31, 2025:

Annual Recurring Revenue;

Adjusted Non-GAAP Operating Income (Loss);

Strategic Scorecard Performance; and

Stock Price (for Messrs. Rosenbaum and Mullen)*.

*Stock price is a driver of CAGR for Messrs. Rosenbaum’s and Mullen’s PSU Kickers.

For additional details regarding our important performance measures, please see the sections titled “Compensation Program Design” and “Executive Compensation Program Elements” in our Compensation Discussion and Analysis as set forth above in this Proxy Statement.

Guidewire Software, Inc.672025 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.