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.

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