Guidewire Software, Inc.

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program and for determining the compensation of our executive officers, including the NEOs. In addition, the Compensation Committee provides strategic direction to management regarding the overall corporate compensation philosophy. The Compensation Committee operates pursuant to a written charter that has been approved by our Board.

Typically, in the first quarter of each fiscal year, the Compensation Committee reviews the compensation of our executive officers to: (i) determine whether to make any adjustments to their base salaries; (ii) design an executive bonus plan (including the corporate performance measures and objectives to be used for purposes of determining their annual cash bonuses for the current fiscal year); and (iii) determine whether to approve any equity awards. In addition, at that time, the Compensation Committee evaluates the performance of the Company, as well as the individual performance of each executive officer, as applicable, to determine whether to pay cash bonuses for the previous fiscal year and, if so, the amount of any such bonuses.

In determining executive compensation for fiscal year 2026, the Compensation Committee reviewed and considered various market data presented by Semler Brossy, as well as our overall financial plan. The Compensation Committee did not strictly set compensation at a specific level of pay. The comparative market data provided by Semler Brossy was one reference point in our compensation decision-making process, and other factors considered in setting executive compensation included individual performance, role, and tenure.

The Compensation Committee retains and does not delegate any of its authority with respect to executive compensation matters, and has only delegated limited authority to the Equity Grant Committee (as defined below in the section titled “Equity Award Grant Policy”) to make routine grants of RSUs to non-executive employees, as further described below.

Role of Senior Management

Typically, the Compensation Committee seeks the input of our CEO when discussing the performance of and compensation for our executive officers, including the NEOs other than the CEO. In this regard, our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents to the Compensation Committee his conclusions and other input as to their compensation, including base salary adjustments, cash bonus payouts, and equity awards. The Compensation Committee uses this input as one factor in its deliberations to determine the compensation of our executive officers.

While our CEO attends certain meetings of the Compensation Committee, the Compensation Committee meets outside the presence of our CEO when discussing his compensation and when discussing certain other matters. Decisions with respect to our CEO’s compensation are made by the Compensation Committee and/or our Board.

The Compensation Committee also works with our CFO, our Chief People Officer, and our Chief Administrative Officer and General Counsel in evaluating the financial, accounting, tax, and retention implications of our executive compensation plans and arrangements.

Role of Compensation Consultant

The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the oversight of our executive compensation program. For fiscal year 2026, the Compensation Committee engaged Semler Brossy to provide information, recommendations, and other advice relating to executive compensation.

During fiscal year 2026, Semler Brossy performed the following projects for the Compensation Committee:

•reviewed our general compensation principles and overall executive compensation strategy for fiscal year 2026;

•prepared an assessment of non-employee director compensation;

•reviewed the composition of our peer group (as described below);

•prepared an assessment of our executive officers' total compensation, as well as each individual compensation component, including an analysis of cash compensation, equity compensation, and total direct compensation as compared to our peer group and published survey data, including in connection with executive hires and promotions;

•assisted with the ongoing review of our executive compensation plans and practices, including short- and long-term incentive design, grant levels, and performance goal setting;

•reviewed our annual share usage and dilution levels;

•conducted a risk assessment of our executive compensation programs; and

•provided advice regarding best practices and compensation trends, including proxy advisory firms’ evolving positions on executive pay.

Semler Brossy served at the discretion of the Compensation Committee. The Compensation Committee assessed the independence of Semler Brossy pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Company.

Comparative Market Data

To assist the Compensation Committee during its annual review of the competitiveness of compensation levels and the appropriate mix of compensation elements to our executive officers, including our NEOs, Semler Brossy prepared comparative market data on compensation practices and programs as well as guidance on industry best practices. The Compensation Committee, with guidance from Semler Brossy and input from senior management, determines the composition of our peer group and reevaluates this group on an annual basis. The Compensation Committee determined that, for purposes of its annual compensation review for fiscal year 2026, our peer group for setting the compensation of our NEOs would consist of 17 publicly traded companies operating in the software industry, listed on major U.S. stock exchanges, with revenue between approximately $300.0 million and $3.5 billion and market capitalization between approximately $4.0 billion and $45.0 billion, each representing approximately one-third to three times our own revenue and market capitalization, respectively, at the time of the analysis. Below is a list of the companies in our peer group for setting fiscal year 2026 compensation for our NEOs:

Fiscal Year 2026 Peer Group Companies

The evaluation of the peer group generally occurs in March of each year. In March 2026, our Compensation Committee reassessed our peer group for use in setting our fiscal year 2027 executive compensation, and, with guidance from Semler Brossy and input from senior management, determined to base it on publicly traded software companies in the United States, with revenue between approximately $400.0 million and $4.0 billion and market capitalization between approximately $3.5 billion and $36.5 billion, each representing approximately one-third to three times our own revenue and market capitalization, respectively, at the time of the analysis. Our Compensation Committee removed two companies from the fiscal year 2026 peer group listed above, Aspen Technology, Inc. and Five9, Inc., and added two new companies, Nutanix, Inc. and Rubrik, Inc. to better align the peer group with the Company’s current business.

Consideration of Say-On-Pay Advisory Vote

At our December 15, 2025 annual meeting, we held a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay” vote), which received the support of over 98% of the votes cast. Our Board and Compensation Committee are encouraged by this level of stockholder support of our executive compensation program, and generally view this as an endorsement of our philosophy and how we have structured our compensation program. Given this level of stockholder support, the Compensation Committee concluded that our executive officer compensation program continues to align executive officer pay with stockholder interests and provides competitive pay that encourages retention and effectively incentivizes performance of talented executive officers. Accordingly, the Compensation Committee determined not to make any significant changes to our executive compensation program as a result of the Say-on-Pay vote. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future Say-on-Pay votes held at our December 15, 2020 annual meeting, we have historically held our advisory Say-on-Pay vote on an annual basis. As described in Proposal Four above, at this year’s annual meeting we are again asking our stockholders to cast a non-binding, advisory vote on the frequency of future Say-on-Pay votes. The Board recommends a vote for “ONE YEAR” to continue our practice of holding an annual Say-on-Pay vote.

Stockholder Engagement

We are committed to continuing our ongoing engagement with our stockholders on matters of executive compensation and corporate governance. As a result, we have continued to engage in a robust stockholder outreach program. In 2026, we reached out to our 16 largest institutional stockholders and key investors, with aggregate holdings of approximately 60% of our outstanding shares (as of June 30, 2026), to discuss our executive compensation and corporate governance programs and practices, and to solicit feedback and ensure that our Board and management have insight into the issues that are most important to our stockholders so that we can better understand our stockholders’ perspectives. While not all stockholders had accepted our invitation to engage as of October 19, 2026, we have held these calls with all invited stockholders who indicated an interest in participating in our annual stockholder outreach program. Our calls with stockholders were initiated by our Chief Administrative Officer and General Counsel and our Vice President of Investor Relations, and included the Chairs of our Board, Compensation Committee and NCG Committee.

98%+Approval on Say-on-Pay

We contacted ~60% of outstanding shares

During these recent discussions, and among many viewpoints shared, our stockholders expressed certain perspectives as set forth in the following table. In connection with the Compensation Committee’s regular annual review process, our Board, the Compensation Committee, and the NCG Committee will evaluate this feedback. While we have addressed many of the topics raised by our stockholders in the outreach program over time, we are continually assessing potential actions based on the feedback received during these discussions.

The actions specifically taken by our Board, the Compensation Committee, and the NCG Committee in response to stockholder viewpoints, as well as actions we will consider taking, included the following:

As our stockholders’ views and market practices on executive compensation evolve, the Compensation Committee will continue to evaluate and, when needed, make changes to our executive compensation program, ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives.

Furthermore, since we value the opinions of our stockholders, our Board and the Compensation Committee will continue to consider the feedback received throughout the year, including when making compensation decisions for our executive officers in the future.