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How UiPath’s European Founder Kept Control and Built an Expert Board of Directors For His High Tech Startup

UiPath's CEO and founder has been able to keep complete control via 35:1 class B : class A share voting rights by listing on NYSE. UiPath’s board is stacked with directors who are experts in enterprise SaaS and who have significant private and public company board experience. While UiPath’s governance score is low, the founder and the board have built a large and valuable company in a very short amount of time.

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Confidential
WUNDERVC
How UiPath’s European Founder Kept
Control and Built an Expert Board of
Directors For His High Tech Startup
Christian Dahlen, November 2023
Confidential
WUNDERVC 2
UiPath has evolved from Romania to New York
$1B ARR
10500 customers
100 countries
Bucharest
HQ 2005 - 2015
New York
HQ since 2015
IPO on NYSE in 2021
Munich
Series Seed
London
Series A
Confidential
WUNDERVC 3
The founder’s aspiration has been born out of necessity
Starting a company from a small place with no market has a hidden
advantage: It forces you to think globally from day one.
Daniel Dines
Confidential
WUNDERVC 4
The aspiration has turned into massive customer and
revenue growth
Confidential
WUNDERVC 5
UiPath went from Series A to IPO in only four years
CFO
11/19
Chief
Legal
Officer
4/19
1st
outside
director
10/17
IPO
4/21
Series B
3/18
Series A
4/17
Delaware
Inc 6/15
Series
Seed
7/15
2017 2018 2019 2020 2021 2022
Confidential
WUNDERVC 6
An IPO completely changes governance and expectations
• Complete change in governance
structure
• Ownership change typically leads
to loss of protection from the
board of investors
• Increased public scrutiny
• Expectation management toward
the public markets
• Expectation management
towards all stakeholders
Private
company
board
Public
company
board
IPO
Ad

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How UiPath’s European Founder Kept Control and Built an Expert Board of Directors For His High Tech Startup

  • 1. Confidential WUNDERVC How UiPath’s European Founder Kept Control and Built an Expert Board of Directors For His High Tech Startup Christian Dahlen, November 2023
  • 2. Confidential WUNDERVC 2 UiPath has evolved from Romania to New York $1B ARR 10500 customers 100 countries Bucharest HQ 2005 - 2015 New York HQ since 2015 IPO on NYSE in 2021 Munich Series Seed London Series A
  • 3. Confidential WUNDERVC 3 The founder’s aspiration has been born out of necessity Starting a company from a small place with no market has a hidden advantage: It forces you to think globally from day one. Daniel Dines
  • 4. Confidential WUNDERVC 4 The aspiration has turned into massive customer and revenue growth
  • 5. Confidential WUNDERVC 5 UiPath went from Series A to IPO in only four years CFO 11/19 Chief Legal Officer 4/19 1st outside director 10/17 IPO 4/21 Series B 3/18 Series A 4/17 Delaware Inc 6/15 Series Seed 7/15 2017 2018 2019 2020 2021 2022
  • 6. Confidential WUNDERVC 6 An IPO completely changes governance and expectations • Complete change in governance structure • Ownership change typically leads to loss of protection from the board of investors • Increased public scrutiny • Expectation management toward the public markets • Expectation management towards all stakeholders Private company board Public company board IPO
  • 7. Confidential WUNDERVC 7 To publicly list a company in the U.S. comes with specific governance boundary conditions, e. g. on NYSE Valuation • Higher valuations to due a larger and more educated market Board control • Super voting rights for founders is possible and permissible Board governance • Independent compensation committee required • Independent nominating function required Board composition • Independent board members required
  • 8. Confidential WUNDERVC 8 Founder CEOs are considered to be better stewards of their company • Stewardship theory suggests that firms with CEO duality - where the CEO serves as the chair of the board of directors- allow the CEO to develop a clear, executable strategy • There is a statistically significant correlation between dual leadership and CEO tenure, and firm performance • Specifically, in firms with duality there is a positive correlation between CEO tenure and the probability of firms going public or getting acquired • Considering the relatively small size of the board of directors in venture funded startup firms, being in a dual role for longer tenure means better understanding of human capital for efficient consolidation of power and unity of leadership
  • 9. Confidential WUNDERVC 9 UiPath is as a founder ‘controlled company’ in NYSE terms but tries not to appear as such • CEO Daniel Dines holds all outstanding shares of Class B common stock with 35:1 voting rights of class B : class A shares. This represents in excess of 50% of the voting power of outstanding capital stock after IPO • The NYSE “controlled company” exemption applies to UIPath. Under this exemption, the corporate governance rules for publicly-listed companies would not apply to UiPath. UiPath would not be required to have – a majority of board of directors be independent, – an independent compensation committee – an independent nominating function. • UiPath has elected NOT to use the exemption since they believe that being a controlled company could cause the Class A common stock to be less attractive to certain investors and therefore harm the trading price.
  • 10. Confidential WUNDERVC 10 UiPath added external board members just before its IPO IPO 4/21 Series B 3/18 Series A 4/17 Michael Gordon 9/20 Daniel Springer 3/21 Karenann Terrell 4/23 Laela Sturdy 3/18 Rich Wong 3/18 Philippe Botteri 4/17 Series Seed Kim Hammonds 9/20 Thomas Mendoza 10/17 Jennifer Tejada 9/20 Carl Eschenbach 3/21 2017 2018 2019 2020 2021 2022 2023 Current board member Former board member Daniel Dines 7/15
  • 11. Confidential WUNDERVC 11 3 venture capital board members joined at Series A and B Philippe Botteri Richard P. Wong Laela Sturdy Partner Accel General Partner Accel General Partner CapitalG On the board of Fiverr since January 2016, directorships for several Accel entities and other private companies Serves on the board of directors of Atlassian since July 2010, and a number of other private companies Member of the board of directors of Care.Com, Inc. and is also a director of several private companies ‘Independent director’ Committees: Nominating ‘Independent director’ Committees: Compensation ‘Independent director’ Committees: Nominating
  • 12. Confidential WUNDERVC 12 Venture capitalists can bring their unique value to public company boards Longer investment horizon Long-Term Vision Extensive experience in scaling technology companies Strategic Guidance At the forefront of emerging technology trends Innovation and Technology Trends Extensive networks within the industry for business development, partnerships, and recruiting top talent Network
  • 13. Confidential WUNDERVC 13 External board members from industry focus on audit Michael Gordon Daniel D. Springer Karenann Terrell CFO and COO MongoDB Former CEO at Docusign Ex CDTO GlaxoSmithKline, ex CIO Walmart Serves on the board of directors of Share Our Strength, a non-profit, anti- hunger organization n/a Served on the board of Pluralsight, Inc. from 2017 through 2021 Committees: Audit Committees: Audit, Compensation Committees: Audit
  • 14. Confidential WUNDERVC 14 UiPath’s governance score is low, but there there is no statistical correlation with total returns to shareholders ISS governance score* for UiPath: 10 (10th and lowest decile score) October 1, 2023 • Shareholder Rights: 10 • Compensation: 10 • Board: 8 • Audit: 5 There is no correlation between a company’s governance score and total shareholder return performance, the metric often identified as a key performance measure in executive long- term incentive compensation plans. Improving a company’s governance score may ease institutional voting on items like Say on Pay, but there is no evidence it will improve shareholder value. * Institutional Shareholder Services (ISS): Scores indicate decile rank relative to index. A decile score of 10 indicates higher governance risk while 1 indicates lower governance risk.
  • 15. Confidential WUNDERVC The CEO and founder has been able to keep complete control via 35:1 class B : class A share voting rights by listing on NYSE UiPath’s board is stacked with directors who are experts in enterprise SaaS and who have significant private and public company board experience While UiPath’s governance score is low, the founder and the board have built a large and valuable company in a very short amount of time