Freshworks (FRSH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 28, 2026, with voting on four key proposals, including director elections, executive compensation, say-on-pay frequency, and auditor ratification.

• The company achieved profitability for the first time in 2025, with significant growth in employee experience (EX) ARR, enterprise service management, and AI monetization.

• Board and committee structures, compensation practices, and governance policies were reviewed and updated to align with best practices and market benchmarks.

Voting matters and shareholder proposals

• Four Class II directors are nominated for election to serve until 2029.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026 is proposed.

• Shareholder proposals and director nominations for 2027 must be submitted between January 28 and February 27, 2027.

Board of directors and corporate governance

• The board consists of eight members divided into three classes, with staggered three-year terms.

• 50% of the board is diverse by gender and/or race/ethnicity.

• All non-employee directors are independent under Nasdaq rules; committee members meet heightened independence standards.

• Roxanne S. Austin serves as independent chairperson, enhancing board oversight and risk management.

• Committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.