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Guidewire Software, Inc.

For the period ended Jul 31, 2026. Filed Oct 29, 2026.

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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.

Jul 31, 2026 · Filed Oct 29, 2026

GWRE$161.41-3.5%Stored close · as of Nov 6, 2026
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Contents

Compensation Program Design

Table of ContentsCompensation Discussion and Analysis

Compensation Program Design

For fiscal year 2026, the compensation of our executive officers, including the NEOs, has consisted of base salary, a cash bonus opportunity, and equity compensation in the form of RSUs subject to performance-based vesting conditions tied to corporate financial and operational metrics (“Performance-Vesting RSUs”) and RSUs subject to time-based vesting conditions (“Time-Vesting RSUs”). Of these components, only base salary is a fixed dollar amount, while the other components are variable based on the performance of both the Company and the individual executive officer, measured against specific objectives that are determined in advance.

The key component of our executive compensation program has been equity awards in the form of Performance-Vesting RSUs and Time-Vesting RSUs. We use equity-based awards to offer our employees, including our executive officers, long-term equity incentives that align their interests with the long-term interests of our stockholders.

We also have offered cash compensation in the form of base salaries, to reward individual contributions and compensate our executive officers for their day-to-day responsibilities, and annual cash bonuses, to drive and incentivize our executive officers to achieve our short-term strategic and operational objectives.

In addition to these elements of our executive compensation program, we also provide executive officers, including our NEOs, with certain other indirect benefits, including participation in certain post-employment compensation arrangements. For a description of these other features of our compensation program, please refer to the section below titled“Executive Compensation Program Elements-Welfare and Other Benefits”and “Executive Agreements and Termination of Employment Arrangements.”

We evaluate our compensation philosophy, incentive designs, and executive compensation on an annual basis at minimum. As part of this review process, we apply our values and the objectives outlined above, while also considering whether our proposed compensation ensures that we remain competitive for talent and that we meet our retention objectives.

Compensation Mix

In determining the amount of base salary, cash bonuses, and equity compensation awarded to each NEO, the Compensation Committee does not apply any rigorous percentage of any one element in relation to the overall compensation package. Rather, the Compensation Committee looks at the overall compensation package and the relative amount of each element on an individual basis for each NEO to determine whether such amounts and mix of components further the basic principles and objectives of our overall compensation program.

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