Filed by a Party other than the Registrant ☐

Virtual Meeting: www.virtualshareholdermeeting.com/PATH2023

You are cordially invited to attend the Annual Meeting of Stockholders (the "Annual Meeting") of UiPath, Inc., a Delaware corporation ("UiPath"), which will be held on Thursday, June 15, 2023 at 11:00 a.m., Eastern Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/PATH2023. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for UiPath and our stockholders. We encourage you to attend online and participate. We recommend that you log in a few minutes before 11:00 a.m., Eastern Time, on June 15, 2023, to ensure you are logged in when the Annual Meeting starts. The Annual Meeting will be held for the following purposes:

1.To elect as directors the seven nominees named in the accompanying Proxy Statement,each to hold office until our Annual Meeting in 2024;

2.To approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”);

3.To indicate, on a non-binding advisory basis, the preferred frequency (i.e., every one, two, or three years) of holding the say-on-pay vote;

4.To ratify the selection by the audit committee of our board of directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024; and

5.To transact such other business that may properly come before the Annual Meeting.

Our board of directors is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of UiPath, Inc. ("UiPath"), a Delaware corporation, to be held virtually, via a live audio webcast at www.virtualshareholdermeeting.com/PATH2023, on Thursday, June 15, 2023 at 11:00 a.m., Eastern Time, and any adjournments or postponements thereof. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. As a global company, we believe this meeting type is better for our stockholders, which includes our employees. Stockholders attending the virtual meeting will be able to listen to the meeting live, submit questions, and vote online.

For the Annual Meeting, we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 (the “Annual Report”), to our stockholders primarily via the internet. On or about April 28, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or by email by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked.

Only stockholders of record at the close of business on April 18, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 478,096,053 shares of Class A common stock and 82,452,748 shares of Class B common stock outstanding and entitled to vote (together, the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to 35 votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting for ten days before the Annual Meeting during ordinary business hours at our headquarters at One Vanderbilt Avenue, 60th floor, New York, New York 10017. For instructions on how to attend the Annual Meeting, please see the instructions at www.virtualshareholdermeeting.com/PATH2023 and on page 2 of this Proxy Statement.

In this Proxy Statement, we refer to UiPath, Inc. as “UiPath,” the “Company,” “we,” or “us” and the board of directors of UiPath as "our board" or “our board of directors.” References to fiscal years 2023, 2022, and 2021 in this Proxy Statement refer to our fiscal years ended January 31, 2023, 2022, and 2021, respectively. References to fiscal year 2024 refer to our fiscal year ending January 31, 2024. The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2023, accompanies this Proxy Statement. You also may obtain a copy of the Annual Report without charge by emailing investor.relations@uipath.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this proxy statement, and you should not consider information on our website to be part of this proxy statement.

Why did I receive a notice regarding the availability of proxy materials on the internet?

We will be hosting the Annual Meeting via live audio webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PATH2023. The meeting will start at 11:00 a.m., Eastern Time, on Thursday, June 15, 2023. Stockholders attending the virtual meeting will be able to listen to the meeting live, submit questions, and vote online.

In order to enter the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card if you are a stockholder of record, or included with your voting instruction card and voting instructions received from your broker, bank, or other agent if you hold your shares in “street name.” Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/PATH2023. We recommend that you log in a few minutes before 11:00 a.m., Eastern Time to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting.

If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/PATH2023 using your control number, type your question into the “Ask a Question” field, and click “Submit.”

•You may submit questions and comments electronically through the meeting portal during the Annual Meeting.

•Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments.

•Please direct all questions to Daniel Dines, our Co-Chief Executive Officer, Robert Enslin, our Co-Chief Executive Officer, or Brad Brubaker, Chief Legal Officer and Corporate Secretary, at the Annual Meeting.

•Please include your name and affiliation, if any, when submitting a question or comment.

•Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

•Questions may be grouped by topic by our management.

•Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests.

•Be respectful of your fellow stockholders and Annual Meeting participants.

•No audio or video recordings of the Annual Meeting are permitted.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PATH2023 or at www.proxyvote.com. Technical support will be available starting at 10:00 a.m., Eastern Time on June 15, 2023.

•Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone, or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

•Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If, on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the

•Proposal 1: Elect as directors the seven nominees named in this Proxy Statement, each to hold office until our 2024 Annual Meeting;

•Proposal 2: Approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”);

•Proposal 3: Indicate, on a non-binding advisory basis, the preferred frequency (i.e., every one, two, or three years) of holding the say-on-pay vote; and

•Proposal 4: Ratify the selection by the audit committee of our board of directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024.

•Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote (1) online during the Annual Meeting or (2) in advance of the Annual Meeting by proxy through the internet, by telephone, or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

•To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/PATH2023, starting at 11:00 a.m., Eastern Time on Thursday, June 15, 2023. The webcast will open 15 minutes before the start of the Annual Meeting.

•To vote in advance of the Annual Meeting through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time on Wednesday, June 14, 2023 to be counted.

•To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903 and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time on Wednesday, June 14, 2023 to be counted.

•To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•Beneficial Owner: Shares Registered in the Name of Broker or Bank. If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the Annual Meeting, you must follow the instructions from your broker, bank, or other agent and will need to obtain a proxy issued in your name from that record holder.

•Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, yes, you can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy in any one of the following ways:

•Submit another properly completed proxy card with a later date.

•Grant a subsequent proxy by telephone or through the internet.

•Send a timely written notice that you are revoking your proxy via email at investor.relations@uipath.com.

•Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

•Beneficial Owner: Shares Registered in the Name of Broker or Bank. If you are a beneficial owner and your shares are held in “street name” by your broker, bank, or other agent, you should follow the instructions provided by your broker, bank, or other agent.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our board of directors: “FOR” the election of each of the seven nominees for director named in this Proxy Statement; "FOR" approval, on a non-binding advisory basis, of the compensation paid to our named executive officers ("say-on-pay vote"); for, on a non-binding advisory basis, "ONE YEAR" as the preferred frequency of holding the say-on-pay vote; and “FOR” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

As a reminder, if you are a beneficial owner of shares held in “street name,” in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from such organization.

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count: (1) with respect to Proposal 1, votes “FOR,” “WITHHOLD” and broker non-votes, (2) with respect to Proposal 2, votes “FOR,” “AGAINST,” abstentions and broker non-votes, (3) with respect to Proposal 3, votes for a frequency vote of "ONE", "TWO", or "THREE" years, abstentions and broker non-votes and (4) with respect to Proposal 4, votes "FOR", "AGAINST" and abstentions. Abstentions will not be counted towards the vote total for Proposals 2, 3 and 4 and will have no effect on Proposals 2, 3, and 4. Broker non-votes have no effect and will not be counted towards the vote total for Proposals 1, 2 and 3.

The following table sets forth information regarding compensation earned by or paid to our non-employee directors for and subsequent to the fiscal year ended January 31, 2023: 

Daniel Dines, our Co-Chief Executive Officer, Co-Founder, and Chairman, is also a member of our board of directors but does not receive any additional compensation for his service as a director. See the section titled "Executive Compensation" for more information regarding the compensation earned by Mr. Dines.

Our board of directors adopted a non-employee director compensation policy in April 2021. As of January 31, 2023, this compensation policy provides that each such non-employee director will receive the following compensation for service on our board of directors:

•an annual cash retainer of $30,000;

•an additional annual cash retainer of $15,000 for service as lead independent director;

•an additional annual cash retainer of $15,000 for service as a member of the audit committee, compensation committee, and the nominating and corporate governance committee or a Board subcommittee;

•an initial RSU award granted upon a non-employee director’s initial election or appointment to our board, with a value equal to $400,000, vesting in three equal annual installments; and

•an RSU award granted at each Annual Meeting to each non-employee director serving on such date, with a value equal to $200,000, vesting on the earlier of (1) the date of the following year’s Annual Meeting (or the day immediately preceding the next Annual Meeting, if sooner) or (2) the first anniversary of the grant date.

As required under applicable NYSE listing standards, during our last fiscal year, fiscal year 2023, our non-employee directors met nine times in regularly scheduled executive sessions at which only non-employee directors were present. Mr. Wong presided over the executive sessions.

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. In 2021 and for part of 2022, our board of directors established a cyber subcommittee to the audit committee, chaired by Ms. Hammonds with Ms. Sturdy. Following the death of Ms. Hammonds in mid-2022, our board of directors determined to move cyber security oversight responsibility to the audit committee, dissolving the cyber subcommittee. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. These standing committees are comprised only of independent directors, pursuant to SEC regulation.

Each of the audit committee, the compensation committee and the nominating and corporate governance committee generally meets quarterly and with greater frequency if necessary. Each committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the chairperson of the relevant committee, in consultation with management. Each committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by a committee to make presentations, to provide financial or other background information or advice or to otherwise participate in the committee's meetings.

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•oversee the design, implementation, organization and performance of the Company’s internal audit function;

•reviewing our policies on risk assessment and risk management;

•reviewing related party transactions;

•overseeing the scope, design, adequacy and effectiveness of our internal control over financial reporting and our disclosure controls and procedures; and

•pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable listing standards of the NYSE and is available on our website at ir.uipath.com/governance/governance-documents.

•approving the retention of compensation consultants and outside service providers and advisors;

•reviewing and approving, or recommending that our board of directors approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of each of our chief executive officers and, with the assistance of the Co-Chief Executive Officers,that of our other executive officers;

•reviewing and recommending to our board of directors the compensation of our directors;

•administering our equity and non-equity incentive plans;

•reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

•reviewing and evaluating succession plans for the executive officers;

•reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans; and

•reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

The charter of the compensation committee grants the compensation committee full access to all books, records, facilities, and personnel of UiPath. In addition, under the charter, the compensation committee has the authority to obtain, at our expense, advice, and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. The compensation committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the compensation committee. In particular, the compensation committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

•identifying, evaluating, and selecting or recommending that our board of directors approve nominees for election to our board of directors and its committees;

•approving the retention of director search firms;

•evaluating the performance of our board of directors and of individual directors;

•considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

•evaluating the adequacy of our corporate governance practices and reporting; and

•overseeing an annual evaluation of our board’s performance.

Our nominating and corporate governance committee will consider stockholder recommendations of director candidates, so long as they comply with applicable law and our second amended and restated bylaws, which procedures are summarized below, and will review the qualifications of any such candidate in accordance with the criteria described in the two preceding paragraphs. Stockholders who wish to recommend individuals for consideration by our nominating and corporate governance committee to become nominees for election to our board of directors should do so by delivering a written recommendation to our nominating and corporate governance committee at One Vanderbilt Avenue, 60th Floor, New York, New York 10017, Attention: Corporate Secretary, in the time frames set forth under "When are stockholder proposals and director nominations due for next year’s Annual Meeting?" above.

•update the advance notice provisions that apply when a stockholder intends to propose a director nomination or other business at a stockholder meeting, including to address newly adopted Rule 14a-19 of the Exchange Act (“Rule 14a- 19”), by requiring:

•any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than our nominees in accordance with Rule 14a-19 and to provide reasonable evidence that certain requirements of such rule have been satisfied;

•the nomination of each proposed director nominee other than our nominees be disregarded (notwithstanding that the nominee is included as a nominee in our proxy statement, notice of meeting or other proxy materials for any stockholder meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by us (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19, such stockholder subsequently

•that the number of nominees a stockholder may nominate for election at a stockholder meeting may not exceed the number of directors to be elected at such meeting;

•certain representations with respect to a proposed nominee regarding the absence of certain voting commitments, disclosure of compensation for service and compliance with our corporate governance and other policies, and intent to serve the entire term;

•additional background information and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; and

•that whenever a document or information must be delivered to us under the advance notice provisions, such document or information must be in writing exclusively and must be delivered exclusively by hand, or by certified or registered mail, return receipt requested.

•clarify who may make nominations at a stockholder-requested special meeting;

•require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the board of directors; and

•make certain other technical, modernizing and clarifying changes.

Our board of directors has adopted the UiPath, Inc. Corporate Governance Guidelines for the conduct and operation of our board in order to give directors a flexible framework for effectively pursuing our objectives for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Co-Chief Executive Officer performance evaluation, management succession planning and board committees and compensation. The Corporate Governance Guidelines may be viewed on our website at ir.uipath.com.

Stockholder Communications with our Board of Directors

Set forth below is biographical information for our executive officers, other than Mr. Dines, whose biographical information is included above under the caption “Information Regarding Director Nominees.”

We became a public company in April 2021, and we became a large accelerated filer as of January 31, 2023. This Proxy Statement, therefore, includes detail regarding executive compensation that would not have been required had we continued to be an emerging growth company, including (i) this Compensation Discussion and Analysis, (ii) the additional compensation tables titled “Grants of Plan-Based Awards,” “Option Exercises and Stock Vested,” and “Potential Payments upon Termination or Change in Control,” (iii) advisory votes on the compensation of our named executive officers and the preferred frequency of future advisory votes on the compensation of our named executive officers, which are included as Proposals 2 and 3 in this Proxy Statement, as well as (iv) the newly enacted pay versus performance disclosure (see "Pay Versus Performance" below).

•Daniel Dines, our Co-Chief Executive Officer and Founder;

•Robert Enslin, our Co-Chief Executive Officer;

•Ashim Gupta, our Chief Financial Officer;

•Ted Kummert, our former EVP Product and Engineering;

•Chris Weber, our former Chief Business Officer; and

•Brad Brubaker, our Chief Legal Officer.

•Revenue of $1,058.6 million increased 19% year-over-year.

•ARR of $1,203.8 million increased 30% year-over-year.

•Gross margin was 83% for fiscal year 2023, compared to 81% in fiscal year 2022.

•Cash, cash equivalents, and marketable securities were $1,759.8 million as of January 31, 2023, compared to $1,884.7 million as of January 31, 2022.

•Evolving from RPA pure play into a Business Automation Platform, powered by AI, ML and NLP.

•attract, retain and reward highly-qualified executives who have the skills and leadership necessary to grow our business;

•provide incentives that motivate and reward for achievement of our key performance goals; and

•align our executives’ interests with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance.

•compiling a group of peer companies to use as a reference in evaluating current executive pay practices and to aid making executive compensation decisions for fiscal year 2023;

•conducting market research and analysis to assist the compensation committee in developing executive compensation levels, including appropriate salaries and the size and structures of target bonus amounts and equity awards for our executives, including the named executive officers;

•periodically reviewing and advising on compensation trends and regulatory developments;

•reviewing market and peer group equity usage metrics to assist with understanding of UiPath’s equity budget relative to market;

•conducting an annual compensation risk assessment; and

•periodically conducting a review of our director compensation policies and practices.

Using data compiled from the peer companies, the independent compensation consultant completed an assessment of our executive compensation to inform the compensation committee’s determinations regarding executive compensation for fiscal year 2023. The independent compensation consultant prepared, and the compensation committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, total target cash compensation (base salary and the annual target performance bonus), annual equity compensation awards (valued based both on an approximation of grant date fair value and as well as ownership percentage), and total direct compensation (total target cash compensation and equity compensation grant value) with respect to each of the named executive officers. The compensation committee did not target pay to fall at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2023 compensation decisions. Market data is only one of the factors that the compensation committee considers in making compensation decisions. The compensation committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

•Company and individual performance

•Existing business needs and criticality for future business needs and performance

•Scope of job function and skill set

•Relative pay among our executive officers

•Need to attract new talent and retain existing talent in a highly-competitive industry

•Value of existing equity holdings, including the potential value of unvested equity awards

•Range of market data reference points, as described above under “Use of Competitive Market Compensation Data”

•Recommendations from the Co-CEOs (other than with respect to their own compensation) and the independent compensation consultant

competitive market analysis prepared by its compensation consultant and the recommendation of our Chief Executive Officer, as well as the other factors described in the section above. Following this review, the compensation committee approved base salary increases for Mr. Gupta of 25%, from $401,000 to $500,000 and for Mr. Kummert of 11%, from $450,000 to $500,000, to bring their base salaries to levels that were more aligned to the range of those of similarly-situated executives at the companies in our peer group. When each of Mr. Enslin and Mr. Weber joined the Company in fiscal year 2023, their respective base salaries were established based on a review of market data and other factors. There were no other named executive officer salary changes in fiscal year 2023. The base salaries approved for our executive officers, effective as of February 1, 2022, were as follows:

The performance target for ARR was set to our fiscal year 2023 revised operating plan and measured against ARR adjusted for constant currency. No payments would be made below the Threshold Performance. At Threshold, payout is 50%. For purposes of calculating the bonus payout amount, when achievement of the Maximum targets (which would, in the compensation committee’s view, require extraordinary efforts) would result in 150% of funding. Payout would be linear between Threshold and Target and linear Target to Maximum.

However, in light of the two rounds of layoffs conducted in fiscal year 2023 and the overall impact to the organization, the compensation committee exercised negative discretion and approved a bonus payout for the named executive officers of 89%.

•Mr. Weber received an award of 1,535,761 RSUs in late April 2022, with the shares underlying the RSU vesting in fourteen installments commencing on January 1, 2023, subject to continuous service through each such vesting date.

•Mr. Enslin received an award of 1,628,664 RSUs and 1,565,762 stock options upon joining UiPath as Co-Chief Executive Officer. Twenty-five percent of the shares underlying the RSU and 25% of the options vest on the one year anniversary of the start date, with the remainder of each of the shares underlying the RSUs and the options vesting in equal quarterly installments over the next three years, subject to continuous service through each such vesting date. The option expires 10 years after the date of grant.

We do not have a severance plan in place. As discussed below, under "Employment Agreements", some of our named executive officers are party to an offer letter that provides for payments upon certain terminations of employment.

In January 2018, we entered into an offer letter with Mr. Gupta, and in February 2021, in connection with our initial public offering, we entered into a new offer letter with Mr. Gupta, confirming his position as our Chief Financial Officer, and which supersedes the terms of his prior offer letter. The offer letter has no specific term and provides for at-will employment. Mr. Gupta’s annual base salary is $500,000, and he is currently eligible for an annual discretionary performance bonus of up to 65% of his annual base salary, based on individual and corporate performance goals.

In February 2020, we entered into an offer letter with Theodore Kummert, our Executive Vice President of Product and Engineering. The offer letter has no specific term and provides for at-will employment. Mr. Kummert’s annual base salary is $500,000, and he is currently eligible for an annual discretionary performance bonus of up to 65% of his annual base salary, based on individual and corporate performance goals.

Under Mr. Brubaker's offer letter,if we terminate his employment without Cause (as defined in his offer letter), then as a severance benefit Mr. Brubaker will be eligible to receive twelve months of base salary (less applicable tax withholdings) paid in accordance with our regular payroll practices. As a condition to receiving the severance benefit above, Mr. Brubaker must sign and comply with a general release agreement in a form acceptable to us. Further, if within twelve (12) months following a “Change in Control” (for stock options) and/or “Sale Event” (for RSUs) (as defined herein), in addition to the severance compensation set forth herein, the Company terminates Mr. Brubaker's employment without Cause, the vesting and exercisability of his then unvested equity will immediately accelerate, vest, and become non-forfeitable.

Our Co-Chief Executive Officer and Co-Founder Mr. Dines also has benefits provided including supplemental health benefits, security and flight benefits for work travel on a non-commercial aircraft. On authorized business non-commercial air travel, employees and directors may be permitted to bring non-business guest with the prior approval of a Co-CEO. On any occasion, the employee or director is responsible for any income tax consequences and reporting in compensation herein, as required.

(1) Amounts reported represents the aggregate grant date fair value of stock awards or stock options, as applicable, granted to our executive officer, computed in accordance with Accounting Standards Codification ("ASC") 718. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in this column for fiscal year 2023 are set forth in the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2023 (the "Annual Report"). These amounts do not reflect the actual economic value that may be realized by the named executive officer.

(2) Amounts shown represent the named executive officers’ total bonuses earned for the fiscal years 2023, 2022, and 2021, as applicable, based on the achievement of company performance goals as determined by the compensation committee.

(3) For 2023, amounts include life insurance premium payments made by us on behalf of named executive officers, 401(k) match contributions for each named executive officer (Mr. Dines, $0, Mr. Enslin, $10,938, Mr. Gupta, $7,104, Mr. Brubaker $10,250, Mr. Kummert $10,354, Mr. Weber $11,917), and, for Messrs. Enslin and Weber, nominal gift vouchers for use on UiPath merchandise. Messrs. Enslin, Gupta and Brubaker used the company meal usage benefit and Mr. Gupta used the UiPath lifestyle spending benefit. With respect to Mr. Dines only, the amount shown for fiscal year 2023 includes personal security services in the amount of $721,621, and health insurance costs in the amount of $35,302. On authorized business non-commercial air travel, employees and directors may be permitted to bring non-business guests with the prior approval of a Co-CEO. In these circumstances there is generally little or no incremental costs to the Company. Accordingly, no amounts associated with such use in 2023 by Messrs. Dines, Enslin and Weber are included.

(4) Following our initial public offering in April 2021, Mr. Dines requested that his compensation be decreased to a de minimus amount. Therefore Mr. Dines' annual base salary was subsequently decreased to $6,017.

(5) Messrs. Enslin, Brubaker and Weber were not named executive officers prior to fiscal year 2023. Accordingly, only fiscal year 2023 compensation information is included for each. Mr. Enslin joined UiPath in May 2022; Mr. Weber joined UiPath in April 2022.

(6) Mr. Gupta was not a named executive officer for fiscal year 2021 and, as a result, his compensation information for that year has been omitted.

(7) Mr. Kummert was hired as our Executive Vice President of Product and Engineering in March 2020.

(1) All equity awards listed in this table were granted pursuant to the 2018 Stock Plan (“2018 Plan”) or the 2021 Plan.

(2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2023, which was $15.36, as reported on the NYSE.

(3) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vest on May 16, 2023, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date.

(4) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vest on May 16, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date.

(5) This option award vests based upon the following schedule: 25% of the shares underlying this option vest on each of April 1, July 1, and October 1, 2023 and January 1, 2024, subject to the named executive officer's continuous service through each such vesting date.

(6) This RSU award vests based upon the following schedule: 25% of the shares underlying this RSU award vest on each of April 1, July 1, and October 1, 2023 and January 1, 2024, subject to the named executive officer's continuous service through each such vesting date.

(7) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on June 30, 2019, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date.

(8) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date.

(9) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vested on January 1, 2022, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date.

(10) This RSU award vests based upon the following vesting schedule: 38,380 shares vested on January 1, 2023; 24,836 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; with the remaining shares vesting in equal quarterly installments through January 1, 2026, subject to the executive officer's continuous service through each such vesting date.

(11) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU award vest in equal quarterly installments over two years, beginning on July 1, 2022, subject to the named executive officer's continuous service through each such vesting date.

(12) This RSU award vests based upon the following vesting schedule: the shares underlying this RSU award vest in equal quarterly installments over one year, beginning on January 1, 2023, subject to the named executive officer's continuous service through each such vesting date.

(13) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on March 9, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer’s continuous service through each such vesting date. Mr. Kummert's election to be eligible for early option exercise, which was made available to him before our initial public offering and under our 2018 Plan, is reflected with regard to the exercisable options in column (b) above. None of Mr. Kummert's options were early exercised as of January 31, 2023. Mr. Kummert left UiPath's employ on April 14, 2023. Mr. Kummert's unvested equity was forfeited upon his departure.

(14) This RSU award vests based upon the following vesting schedule: 48,609 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; 37,391 shares on each of April 1, July 1, and October 1, 2024 and January 1, 2025, with the remaining shares vesting in equal quarterly installments through January 1, 2026, subject to the executive officer's continuous service through each such vesting date.

(15) This RSU award vests based upon the following vesting schedule: 548,267 shares vested on January 1, 2023 and 89,842 shares on each of April 1, July 1, and October 1, 2023 and January 1, 2024; with the remaining shares vesting in equal quarterly installments through April 1, 2026, subject to the executive officer's continuous service through each such vesting date. Mr. Weber is leaving UiPath at the end of the first quarter of fiscal year 2024. Accordingly, all of Mr. Weber's unvested shares are forfeited at such time.

(16) This RSU award vests based upon the following vesting schedule: 53,366 of the shares underlying this RSU award vested in connection with the completion of our initial public offering, with the remaining shares vesting in equal quarterly installments through April 1, 2023, subject to the named executive officer’s continuous service through each such vesting date.

(17) This option award vests based upon the following vesting schedule: 25% of the shares underlying this option vested on April 15, 2021, with the remaining shares vesting in equal monthly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date.

(18) This option award vests based upon the following vesting schedule: 133,411 of the shares underlying this option were vested on July 20, 2020, with the remaining shares vesting in equal monthly installments from August 15, 2020 to April 15, 2023, subject to the named executive officer's continuous service through each such vesting date.

(19) This RSU award vests based upon the following vesting schedule: 25% of the shares underlying this RSU award vest on April 1, 2023, with the remaining shares vesting in equal quarterly installments over the next three years, subject to the named executive officer's continuous service through each such vesting date.

(5) As provided in his offer letter, in the event Mr. Enslin were to resign for Good Reason or the Company were to terminate his employment without Cause (each as defined in the Offer Letter), then as a severance benefit Mr. Enslin will be entitled to (a) cash severance equal to continued base salary payments for twelve months (less applicable tax withholdings), (b) a lump sum pro rata payment of his target annual bonus for the year of termination and (c) acceleration of 12 months of his then unvested and outstanding equity awards. If Mr. Enslin's service was through the end of the fiscal year, under our policies he would be entitled to the accrued amount (independent of termination). Accordingly, for fiscal 2023, had the termination provisions been triggered on January 31, 2023, in addition to the amounts reported above, Mr. Enslin would have been contractually entitled to a pro-rata bonus at target in the amount $531,250.

Provided below is the Company’s “pay versus performance” disclosure regarding the relationship between executive "compensation actually paid" to (i) each individual who has served as our principal executive officer ("PEO") during any or all of fiscal year 2022 and fiscal year 2023 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of fiscal year 2022 and fiscal year 2023, and our financial performance, as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. Since the Company completed its initial public offering in fiscal year 2022, data from fiscal year 2021 is excluded from the disclosure. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. Please refer to the section titled "Executive Compensation—Compensation Discussion and Analysis" for a discussion of our executive compensation objectives and the ways in which we align executive compensation with performance.

(6) Non-GAAP Operating Margin is our Company-selected measure. Refer above to Executive Compensation—Compensation Discussion and Analysis for definition of Non-GAAP Operating Margin.

			PEO 1 (Daniel Dines)						PEO 2 (Robert Enslin)
			Fiscal Year						Fiscal Year
			2023			2022			2023			2022
Summary Compensation Table Total			$771,835			$669,646			$54,055,629			N/A
Deduct: Fair value of awards granted during the fiscal year			—			—			$(53,029,864)			N/A
Add: Fair value of awards at fiscal year-end that were granted during the fiscal year			—			—			$48,666,599			N/A
Add: Fair value as of vesting date of equity awards granted and vested during the fiscal year			—			—			$2,745,126			N/A
Compensation Actually Paid Table Total			$771,835			$669,646			$52,437,490			N/A

(8) Reconciliation of SCT table data to CAP for fiscal 2023 and 2022 for Non-PEO NEOs is included in the table below:

(3) Includes the 2021 Plan and 2021 ESPP. Stock options or other stock awards granted under the 2018 Plan that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 Plan.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE NON-BINDING RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

•each person or entity known by us to be beneficial owners of more than five percent of our Class A common stock or Class B common stock;

•each of our named executive officers;

•each of our directors; and

•all of our executive officers and directors as a group.

•the amounts involved exceeded or will exceed $120,000; and

•any of our directors, executive officers or holders of more than 5% of Class A common stock or Class B common stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

This year, a number of brokers with account holders who are our stockholders will likely be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or us. Direct your written request to us via email at investor.relations@UiPath.com. Stockholders who currently receive multiple copies of the Notice of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Stockholders can also access this Proxy Statement and our Annual Report on Form 10-K at ir.uipath.com. A copy of our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 is also available without charge upon written request to us via email at investor.relations@uipath.com.