| • | Proposal No. 4: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023, requires the affirmative vote of a majority of the voting power of the shares of our Voting Stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Any broker non-votes will have no effect on the outcome of this proposal. TABLE OF CONTENTS
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
How do I vote?vote if I am a stockholder of record? If you are a stockholder of record, there are four ways to vote: by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on July 14, 202013, 2022 (have your Notice or proxy card in hand when you visit the website); by toll-free telephone until 11:59 p.m. Eastern Time on July 14, 202013, 2022 at 1-800-690-6903 if you are a “registered” stockholder or 1-800-454-8683 if you are a “beneficial” stockholder (be sure to have your Notice or proxy card in hand when you call); by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or by attending the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/BOX2020,BOX2022, where stockholders may vote and submit questions during the meeting (have your Notice or proxy card in hand when you visit the website). Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting. How do I vote if I am a beneficial stockholder with my shares held in street name? If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by telephone or by Internet or by signing, dating and returning a voting instruction form, or by telephone or on the Internet.form. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, ifIf you are a street name stockholder, you may not vote your shares by ballot at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee. Can I change my vote?What is a proxy?
Yes.A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you are a stockholder of record, you can change your vote or revokedesignate someone as your proxy any time beforein a written document, that document is also called a proxy or a proxy card. Aaron Levie, Dylan Smith, and David Leeb have been designated as the company’s proxy holders by our Board of Directors for the Annual Meeting by:
entering a new voteMeeting. When proxies are properly dated, executed and returned, the shares represented by Internet or by telephone;
completing and returning a later-dated proxy card;
notifying the Secretary of Box, Inc., in writing, at Box, Inc., 900 Jefferson Ave., Redwood City, California 94063; or
attending and votingsuch proxies will be voted at the Annual Meeting (although attendance atin accordance with the Annual Meeting will not, by itself, revoke a proxy).
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
What do I need to do to attendof the Annual Meeting?stockholder.
You will be able to attend the Annual Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/BOX2020. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 1:30 p.m. Pacific Time on July 15, 2020. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:15 p.m. Pacific Time, and you should allow ample time for the check-in procedures.
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What is the effect of giving a proxy? Proxies are solicited by and on behalf of our Board of Directors. Aaron Levie, Dylan Smith, and David Leeb have been designated as proxy holders by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above. TABLE OF CONTENTS Can I change my vote or revoke my proxy? Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: entering a new vote by Internet or by telephone on a later date; completing and returning a later-dated proxy card; sending a written notice of revocation to our Secretary at Box, Inc., 900 Jefferson Ave., Redwood City, California 94063; or attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote. What do I need to do to attend the Annual Meeting? Stockholders of record will be able to attend the Annual Meeting online, submit questions during the meeting and vote shares electronically at the meeting by visiting http://www.virtualshareholdermeeting.com/BOX2022. Individuals who log in under the guest feature will be able to attend the meeting, but will not be able to submit questions or vote shares. To participate in the Annual Meeting, stockholders will need the sixteen-digit control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 1:30 p.m. Pacific Time on July 14, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:15 p.m. Pacific Time, and you should allow ample time for the check-in procedures. Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about May 28, 202027, 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders. I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address: Box, Inc.
Attention: Investor Relations
900 Jefferson Ave.
Redwood City, California 94063
Tel: (877) 729-4269 Street name stockholders may contact their broker, bank or other nominee to request information about householding. TABLE OF CONTENTS How are proxies solicited for the Annual Meeting? Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2021.2023. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you. Will my shares be voted if I do nothing? Pursuant to New York Stock Exchange rules applicable to brokers, the broker will be prohibited from exercising discretionary authority with respect to any of the proposals to be voted on (except as discussed in the preceding question) with respect to your account, unless you provide the broker with specific voting instructions. This is referred to as a “broker non-vote.” In these cases, those shares will not be considered votes cast on the proposals to be considered at the Annual Meeting. The broker may vote your shares without your specific instruction only with respect to Proposal No. 4, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023. What is a quorum? A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws (our “Bylaws”) and Delaware law. Without a quorum, no business may be transacted at the Annual Meeting. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our Voting Stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. How will the Annual Meeting be conducted? The Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/BOX2022, where you will be able to listen to the meeting live, submit questions and vote online. Attendance at the Annual Meeting will be limited to stockholders of the company as of the Record Date and guests of the company. You will not be able to attend the Annual Meeting in person at a physical location. | • | Participating in the Virtual Annual Meeting. Stockholders of record as of the Record Date may participate in the Annual Meeting remotely by visiting the following website:
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http://www.virtualshareholdermeeting.com/BOX2022. Please have your proxy card or Notice of Annual Meeting containing the sixteen-digit control number available and fill in the appropriate fields to enter the virtual meeting. Street name stockholders who wish to vote at the Annual Meeting must also submit their vote by using their sixteen-digit control number as outlined above. Beneficial shareholders who did not receive a 16-digit control number from their bank or brokerage firm, who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. The meeting will be accessible for check in at 1:15 p.m. Pacific Time.
If you have any difficulty attending the virtual annual meeting, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page. TABLE OF CONTENTS | • | Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide updates through the phone bridge. |
| • | Stockholder List. We will make available a list of registered stockholders as of the Record Date for inspection by stockholders for any purpose germane to the Annual Meeting from June 30, 2022 through July 14, 2022 at our headquarters located at 900 Jefferson Ave., Redwood City, California 94063. Due to the fact that the normal business hours of our headquarters have been affected due to the COVID-19 pandemic, if you wish to inspect the list, please submit your request, along with proof of ownership, by email to ir@box.com. The stockholder list will also be available electronically on the meeting website during the live webcast of the Annual Meeting. |
How can I ask questions during the Annual Meeting? You may submit a question during the Annual Meeting using the “Ask A Question” box on the bottom left-hand corner of your screen, next to the slides with the heading “Ask A Question”. Enter your question in the box and hit the “SEND” button to submit it. Questions submitted during the meeting pertinent to meeting matters will be answered during the meeting, subject to time constraints. Stockholders of record may submit questions beginning at check in, fifteen minutes prior to the start of the Annual Meeting. Additional information regarding the ability of stockholders to ask questions during the Annual Meeting will be included in the rules of conduct that will be available on the Annual Meeting website. If I can’t attend the Annual Meeting, can I vote later? You do not need to attend the online Annual Meeting to vote if you submitted your vote via proxy in advance of the meeting. Whether or not stockholders plan to attend the Annual Meeting, we urge stockholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials. Any votes submitted after the closing of the polls at the Annual Meeting will not be counted. Who will count the votes? A representative of Broadridge Financial Solutions, Inc will serve as the independent inspector of election (the “Inspector of Election”) and, in such capacity, will count and tabulate the votes. Where can I find the voting results of the Annual Meeting? We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available. I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver
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promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:
Box, Inc.
Attention: Investor Relations
900 Jefferson Ave.
Redwood City, California 94063
Tel: (877) 729-4269
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2021 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than January 28, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Box, Inc.
Attention: Secretary
900 Jefferson Ave.
Redwood City, California 94063
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for our 2021 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:
not earlier than March 14, 2021; and
not later than the end of the day on April 13, 2021.
In the event that we hold the 2021 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2021 annual meeting of stockholders and no later than the close of business on the later of the following two dates:
the 90th day prior to the 2021 annual meeting of stockholders; or
the 10th day following the day on which public announcement of the date of our 2021 annual meeting of stockholders is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
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Nomination of Director Candidates
Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”
In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws is available on our website at http://www.box.com/investors. You may also contact our Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business affairs are managed under the direction of our Board of Directors, which is currently composedcomprised of twelvenine members. The size of our Board of Directors will be reduced to nine directors upon the conclusion of the Annual Meeting as two of our directors will not be standing for re-election and another director will be retiring from the Board of Directors effective at the conclusion of the Annual Meeting. SevenEight of our directors are independent within the meaning of the listing standards of the New York Stock Exchange. Our Board of Directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. The following table sets forth the names, ages as of March 31, 2020,May 1, 2022, and certain other information for each of the Board of Directors’ three nominees for election as a Class IIIII director at the Annual Meeting, and each of the continuing members of our Board of Directors and certain non-continuing members of our Board of Directors who are not standing for re-election or have resigned effective at the conclusion of the Annual Meeting:Directors: | | Director Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sue Barsamian | | | 60 | | | 2018 | | | Yes | | | III | | | 2020 | | | 2023 | | | | | | | | | | | | | | | | Carl Bass | | | 62 | | | 2020 | | | Yes | | | III | | | 2020 | | | 2023 | | | | | | | | | | | | | | | | Jack Lazar | | | 54 | | | 2020 | | | Yes | | | III | | | 2020 | | | 2023 | | | | | | | | | | | | | | | | Continuing Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dana Evan | | | 60 | | | 2011 | | | Yes | | | I | | | 2021 | | | | | | | | | | | | | | | | | | | Peter Leav | | | 49 | | | 2019 | | | Yes | | | I | | | 2021 | | | | | | | | | | | | | | | | | | | Aaron Levie | | | 35 | | | 2005 | | | No | | | I | | | 2021 | | | | | | | | | | | | | | | | | | | Kim Hammonds | | | 52 | | | 2018 | | | Yes | | | II | | | 2022 | | | | | | | | | | | | | | | | | | | Dan Levin | | | 56 | | | 2010 | | | No | | | II | | | 2022 | | | | | | | | | | | | | | | | | | | Bethany Mayer | | | 58 | | | 2020 | | | Yes | | | II | | | 2022 | | | | | | | | | | | | | | | | | | | Non-Continuing Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Rory O’Driscoll | | | 55 | | | 2010 | | | Yes | | | III | | | 2020 | | | | | | | | | | | | | | | | | | | Dylan Smith | | | 34 | | | 2005 | | | No | | | III | | | 2020 | | | | | | | | | | | | | | | | | | | Josh Stein | | | 46 | | | 2006 | | | Yes | | | II | | | 2022 | | | | | | | | | | | | | | | | |
| | Director Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kim Hammonds | | | 55 | | | 2018 | | | Yes | | | II | | | 2022 | | | 2025 | | | | | | | | | | | | | | | | Dan Levin | | | 58 | | | 2010 | | | Yes | | | II | | | 2022 | | | 2025 | | | | | | | | | | | | | | | | Bethany Mayer (Chair) | | | 60 | | | 2020 | | | Yes | | | II | | | 2022 | | | 2025 | | | | | | | | | | | | | | | | Continuing Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sue Barsamian | | | 63 | | | 2018 | | | Yes | | | III | | | 2023 | | | | | | | | | | | | | | | | | | | Jack Lazar | | | 56 | | | 2020 | | | Yes | | | III | | | 2023 | | | | | | | | | | | | | | | | | | | John Park | | | 39 | | | 2021 | | | Yes | | | III | | | 2023 | | | | | | | | | | | | | | | | | | | Dana Evan | | | 62 | | | 2011 | | | Yes | | | I | | | 2024 | | | | | | | | | | | | | | | | Peter Leav | | | 51 | | | 2019 | | | Yes | | | I | | | 2024 | | | | | | | | | | | | | | | | | | | Aaron Levie (CEO) | | | 37 | | | 2005 | | | No | | | I | | | 2024 | | | | | | | | | | | | | | | | |
| | | Committee Chairperson | | | | Committee Member |
| | | Sue Barsamian has served as a member of our Board of Directors since May 2018. Ms. Barsamian served as Chief Sales and Marketing Officer for HPE Software of Hewlett Packard Enterprise from November 2016 to September 2017 and transitioned this business through its merger with Micro Focus in September 2017. From August 2015 to November 2016, she served as General Manager of Enterprise Security Products at Hewlett Packard Enterprise. From 2006 to 2015, she served in various roles at Hewlett Packard. From 2012 to 2017, Ms. Barsamian served on the Board of the National Action Council for Minorities in Engineering (NACME), and she served as Chairman of the Board of NACME from 2016 to 2017. Since September 2019 she has served on the Board of Trustees for Kansas State University. Ms. Barsamian currently serves on the board of directors of NortonLifeLock Corporation, a consumer cyber safety company. Ms. Barsamian holds a Bachelor of Science degree with honors in electrical engineering from Kansas State University. She completed her post-graduate studies at the Swiss Federal Institute of Technology in Zurich, Switzerland.
Ms. Barsamian was selected to serve on our Board of Directors because of her enterprise software sales and global go-to-market strategy experience.
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TABLE OF CONTENTS | | | Carl BassKim Hammonds
Director Since: October 2018
Independent
Board Committees: Nominating and Corporate Governance; Operating
• Formerly served in numerous senior executive positions at Deutsche Bank and Boeing heading their respective Global Operations, and IT departments
has• Director of Tenable Holdings, Zoom, and UiPath
Ms. Hammonds served in numerous senior executive roles at Deutsche Bank, a global financial services company, including as Group Chief Operating Officer from January 2016 to May 2018, Chief Information Officer and Global Co-Head Technology and Operations from 2013 to 2016, and as a member of ourthe Management Board of Directors since May 2020. Mr. Bass served as the President and Chief Executive Officer of Autodesk, Inc., a software company, from May 2006 to February 2017. He served as the Interim Chief Financial Officer of Autodesk, Inc. from August 20142016 to November 2014. From January 2006May 2018.
Earlier in her career, Ms. Hammonds served in a number of capacities at The Boeing Company, a global aerospace company, including most recently as Chief Information Officer / Vice President, Global Infrastructure, Global Business Systems from 2011 to June 2018, Mr. Bass served on2013. She previously led IT systems development for manufacturing operations in the board of directors of Autodesk,Americas, and directed global IT reliability and factory systems at Dell Inc. Since February 2016, Mr. Bass
Ms. Hammonds has served on the board of directors of Zendesk,Tenable Holdings, Inc., a provider of customer service software. From November 2015 tocybersecurity solutions, since June 2018, Zoom Video Communications, Inc., an enterprise video communications company, since September 2017, he2018, and UiPath Inc., a robotic process automation company, since September 2020. She previously served on the board of directors of HPas a director at Red Hat, Inc., a provider of software and technology. From July 2011 to Marchopen source solutions, from August 2015 he served on the board of directors of E2open, Inc., a software company, until it was acquired by Insight Venture Partners in March 2015. Mr. Bass holds a B.A. in mathematics from Cornell University.
Mr. Bass was selected to serve on our Board because of his extensive experience as an executive in the technology industry. |
| | | Jack Lazar has served as a member of our Board of Directors since March 2020. Mr. Lazar has been an independent business consultant since March 2016. From January 2014 until March 2016, Mr. Lazar served as the Chief Financial Officer at GoPro, Inc., a provider of wearable and mountable capture devices. From January 2013 until January 2014, he was an independent business consultant. From May 2011 until January 2013, Mr. Lazar was employed by Qualcomm and served as Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros, Inc., a developer of communications semiconductor solutions. From September 2003 until it was acquired by Qualcomm in May 2011, Mr. Lazar served in various positions at Atheros Communications, Inc., a provider of communications semiconductor solutions, most recently as Senior Vice President of Corporate Development, Chief Financial Officer and Secretary. Mr. Lazar has served on the boards of directors of Silicon Laboratories, an analog and mixed signal semiconductor company, since April 2013, Resideo Technologies, a provider of comfort and security solutions, since October 2018, and Casper Sleep, a provider of sleep-centric products to consumers, since April 2019. From October 2013 until its sale to AdobeInternational Business Machines Corporation (IBM) in December 2016, he served on the board of directors of TubeMogul, Inc.,July 2019; Cloudera, a data management, machine learning, and advance analytics platform provider, from March 2017 to January 2020; and Cumulus Networks, an enterprise softwareopen source networking company, for digital branding, and from JuneNovember 2018 until its sale to NVIDIA Corporation in April 2020, he served on the board of directors of Mellanox Technologies, a communications semiconductor company. Mr. Lazar also served on the board of directors of Quantenna Communications, Inc., a wireless semiconductor company, from July 2016 until its sale to On Semiconductor in June 2019. Mr. Lazar is a certified public accountant (inactive) andAugust 2020.
Ms. Hammonds holds a B.S. in Commerce withMechanical Engineering from University of Michigan and an emphasisMBA in AccountingMarketing from Santa ClaraWestern Michigan University.
Mr. LazarMs. Hammonds was selected to serve on our Board of Directors because of hisher extensive enterprise IT and global go-to-market strategy expertise as well as her significant experience in both theserving as a public company board director at numerous enterprise software and consumer technology markets, along with a strong track record of helping companies drive disciplined growth and profitability.data storage companies.
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TABLE OF CONTENTS | | | Dan Levin
Director Since: January 2010
Independent
• Chief Executive Officer of Degreed, Inc.
• Former President and Chief Operating Officer of Box, Inc.
• Former Vice President and General Manager, Healthcare at Intuit Inc.
Mr. Levin has served as the Chief Executive Officer of Degreed Inc., an education technology company, since April 2021. Mr. Levin served as Box’s President and Chief Operating Officer from 2013 until August 2017, and solely as Chief Operating Officer prior to that beginning in 2010. During his tenure, Box’s revenue grew from $10 million to $500 million in annual revenue. He also served as the interim Chief Executive Officer of Picateers Inc., an online photo sales company from 2008 to 2009. Prior to this, Mr. Levin served as Vice President and General Manager, Healthcare, at Intuit Inc., a business and financial management solutions company.
Mr. Levin holds a B.A. in the independent concentration of Applications of Computer Graphics to Statistical Data Analysis from Princeton University.
Mr. Levin was selected to serve on our Board of Directors because of his extensive operations experience across technology companies, both public and private. |
Continuing DirectorsTABLE OF CONTENTS | | | Bethany Mayer
Chair
Director Since: April 2020
Independent
Board Committees: Compensation (Chair); Operating
has served as a member• Former President, Chief Executive Officer and Director of our BoardIxia
• Executive advisor with Siris Capital Group LLC
• Former senior executive at Sempra Energy, HP, Blue Coat Systems, Cisco and Apple Computer
• Director of Directors since April 2020. Ms. MayerLAM Research, Marvell Technology* and Sempra Energy
She is currently an executive partneradvisor with Siris Capital Group LLC, a private equity firm. Previously, Ms. Mayer served as Executive Vice President of Corporate Development and Technology of Sempra Energy, an energy infrastructure company, from November 2018 to January 2019 and served as a member of the board of directors of Sempra Energy from February 2017 to November 2018.2019. From 2014 through April 2017, she was the President and Chief Executive Officer and a board member of Ixia, a market leader in test, visibility and security solutions, until it was acquired by Keysight Technologies in April 2017. From 2011 through 2014, Ms. Mayer served as Senior Vice President and General Manager of HP’s Networking Business unit and the NFV business unit. From 2010 until 2011, she served as Vice President, Marketing and Alliances, for HP’s Enterprise Servers Storage and Networking Group. Prior to joining HP, she held leadership roles at Blue Coat Systems, Cisco and Apple Computer. Presently, Ms. Mayer is a member of
She has served on the board of directors of LAM Research Corporation, a semiconductor equipment company;company, since May 2019; Marvell Technology Group,Group*, an infrastructure semiconductor solutions company;company, since May 2018; and Sempra Energy, an energy services holding company. company, since June 2019.
*Ms. Mayer has announced her intention to not stand for re-election to Marvell Technology’s board of directors when her current term expires in in June 2022.
Ms. Mayer previously served on the board of directors of Sempra Energy from February 2017 to October 2018, when she resigned in advance of assuming her management role at Sempra Energy; Ixia from 2014 through April 2017; and Delphi Automotive PLC, an auto parts supplier, from August 2015 to April 2016.
Ms. Mayer holds a Masters in Business Administration from CSU-Monterey Bay and a Bachelor of ScienceB.S. in Political Science from Santa Clara University, an M.B.A. from California State University-Monterey Bay and an M.S. in Cybersecurity from New York University.
Ms. Mayer was selected to serve on our Board of Directors because of her deep technology experience and leadership rolesexperience scaling multi-billion dollar enterprises.multi-billion-dollar enterprises as well as her significant corporate governance expertise across a range of industries. |
TABLE OF CONTENTS | | | Sue Barsamian
Director Since: May 2018
Independent
Board Committees: Compensation; Operating (Chair)
• Former Sales and Marketing Officer of HPE Software at Hewlett Packard Enterprise
• Former General Manager of Enterprise Cybersecurity Products at Hewlett Packard Enterprise
• Director of NortonLifeLock and Five9, Inc.
Ms. Barsamian served as Chief Sales and Marketing Officer for HPE Software from 2016 to 2017 and General Manager of Enterprise Cybersecurity Products from 2015 to 2016 of Hewlett Packard. Additionally, she previously held various executive roles at Hewlett Packard between 2006 to 2015.
She has served on the board of directors for NortonLifeLock Corporation, a consumer cyber safety company, since January 2019; Five9, Inc, a cloud contact center software company, since January 2021; and the Kansas State University Foundation. She served on the Board of the National Action Council for Minorities in Engineering (NACME) from 2012 to 2017, serving as Chairman of the Board from 2016 to 2017.
Ms. Barsamian holds a B.S. with honors in electrical engineering from Kansas State University and completed her post-graduate studies at the Swiss Federal Institute of Technology in Zurich, Switzerland.
Ms. Barsamian was selected to serve on our Board of Directors because of her extensive experience in enterprise software sales and global go-to-market strategy as well as her service in both executive and board positions for major cloud, computer and cybersecurity companies. |
TABLE OF CONTENTS | | | Dana Evan
Director Since: December 2011
Independent
Board Committees: Audit; Nominating and Corporate Governance (Chair)
has served as a member• Former CFO of our BoardVeriSign, Inc.
• Former Venture Partner at Icon Ventures
• Director of Directors since December 2011. SinceDomo, Inc., Farfetch Limited, and Momentive Global Inc. (formerly SVMK Inc. or SurveyMonkey)
• 2019 Director of the Year (National Association of Corporate Directors)
From 2013 to July 2020, Ms. Evan has served as a Venture Partner at Icon Ventures, a venture capital firm, and since July 2007 has invested in and served on the boards of directors of companies in the internet, technology and media sectors. From May 1996 until July 2007, Ms. Evan served as Chief Financial Officer of VeriSign, Inc., a provider of intelligent infrastructure services for the internet and telecommunications networks. network, from 1996 to 2007.
Ms. Evan currently serveshas served on the boardboards of directors of Domo, Inc., a business intelligence tools and data visualization company, since May 2018; Farfetch Limited, a global technology platform for the luxury fashion industry, Proofpoint,since April 2015; and Momentive Global Inc., a security-as-a-service provider, (formerly SVMK Inc. (Survey Monkey)or SurveyMonkey), an online survey development cloud-based software, and a number of privately held companies, andsince March 2012. She previously served on the Boardas director of Directors ofProofpoint, Inc., from June 2008 until its acquisition by Thoma Bravo in August 2021; Criteo S.A., a performance display advertising company, andfrom March 2013 until June 2017; Fusion-io, Inc., a flash memory technology company. Ms. Evan previously served on the Boards of Directors ofcompany, until it was acquired by SanDisk Corporation in July 2014; Omniture, Inc., an online marketing and web analytics company, until it was acquired by Adobe Systems Incorporated in October 20092009; and Everyday Health, Inc., a provider of digital health and wellness solutions, until it was acquired by Ziff Davis, LLC in December 2016. Ms. Evan was selected as the 2019 Director of the Year by the National Association of Corporate Directors (NACD).
Ms. Evan holds a B.S. in Commerce from Santa Clara University and is a certified public accountant (inactive).
Ms. Evan was selected to serve on our Board of Directors because of her extensive experience in operations, strategy, accounting, financial management and investor relations at both publicly and privately held technology companies.companies as well as her substantial corporate governance experience and experience as an investor in the internet, technology and media sectors. |
TABLE OF CONTENTS | | | Jack Lazar
Director Since: March 2020
Independent
Board Committees: Audit (Chair); Operating
• Former Chief Financial Officer at GoPro, Inc.
• Former Senior Vice President, Corporate Development and General Manager at Qualcomm Atheros, Inc.
• Director of GlobalFoundries Inc., Resideo Technologies Inc., and ThredUP Inc.
Mr. Lazar served as Chief Financial Officer at GoPro, Inc., a provider of wearable and mountable capture devices, from 2014 to 2016, and as Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros, Inc., a developer of communications semiconductor solutions, from 2011 to 2013. He has also served as an independent business consultant since March 2016.
Mr. Lazar has served on the boards of directors of GlobalFoundries Inc., a semiconductor contract manufacturing and design company, since October 2021; Resideo Technologies Inc., a provider of comfort and security solutions, since September 2018; and ThredUP Inc., an online marketplace for secondhand clothing, since June 2017. He previously served on the boards of TubeMogul, Inc., an enterprise software company for digital branding, from October 2013 until its sale to Adobe in December 2016; Quantenna Communications, Inc., a wireless semiconductor company, from July 2016 until its sale to ON Semiconductor Corp. in June 2019; and Mellanox Technologies, Ltd., a communications semiconductor company, from June 2018 until its sale to NVIDIA Corporation in April 2020; Casper Sleep, a provider of sleep centric products from April 2019 until its sale to Durational Capital in January 2022; and Silicon Labs, and analog and mixed signal semiconductor company from April 2013 to April 2022.
Mr. Lazar is a certified public accountant (inactive) and holds a B.S. in Commerce with an emphasis in Accounting from Santa Clara University.
Mr. Lazar was selected to serve on our Board of Directors because of his proven operational and financial expertise in both the enterprise and consumer technology markets, with particular experience in mergers & acquisitions and driving profitable growth. |
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| | | Peter Leav
has served as a member of our Director Since: June 2019
Independent
Board of Directors since June 2019. Mr. Leav serves as theCommittees: Compensation
• President, Chief Executive Officer and Director of McAfee Corp.
• Former President, Chief Executive Officer and Director of BMC Software, Inc.
• Former President, Chief Executive Officer and Director of Polycom, Inc.
Mr. Leav has served as President, Chief Executive Officer, and a member of the Board of ManagersDirectors of McAfee LLC,Corp, a cybersecurity company. Previously, Mr. Leaycompany, since February 2020. He served previously as President, Chief Executive Officer,CEO, and Director of BMC Software, Inc., a management solutions software company, from December 2016 to April 2019. Prior to joining BMC, Mr. Leav served as President, Chief Executive Officer, and Director of Polycom, Inc., a video, voice, and content solution company, from December 2013 through September 2016. Prior to joining Polycom,
Mr. Leav served as Executive Vice President and President, Industry and Field Operationswas a director of NCR Corporation, a global technology company, from June 2012 to November 2013, as Executive Vice President, Global Sales, Professional Services and Consumables of NCR from November 2011 to June 2012, and as Senior Vice President, Worldwide Sales of NCR from January 2009 to October 2011. Prior to joining NCR, he served as Corporate Vice President and General Manager of Motorola,Proofpoint, Inc., a security-as-a-service provider, of mobility products and solutions across broadband and wireless networks, from November 2008 to January 2009, as Vice President and General Manager from December 2007 to November 2008, and as Vice President of Sales from December 2006 to December 2007. From November 2004 to December 2006, Mr. Leav was Director of Sales for Symbol Technologies, Inc., an information technology company. Prior to this position, Mr. Leav was regional sales manager at Cisco Systems, Inc., a manufacturer of communications and information technology networking products, from July 2000 to November 2004. Mr. Leav served on the board of directors of2019 until January 2020, when he accepted his current role with McAfee; and HD Supply, Inc., an industrial distributor company, from October 2014 to July 2017.
Additionally, earlier in his career, Mr. Leav served in variety of roles of increasing responsibility at NCR Corporation, Motorola, Inc., Symbol Technologies, Inc., and Cisco Systems, Inc.
Mr. Leav holds a bachelor’s degree from Lehigh University.
Mr. Leav was selected to serve on our Board of Directors because of his generalextensive c-suite and corporate governance experience across a range of publicly traded companies as well as his significant management, technology, communications and global go-to-market strategy and operations experience.expertise. |
| | | Aaron Levie
Director Since: April 2005
• Co-founder and Chief Executive Officer of Box
Mr. Levie is a pioneer of the content management industry for the cloud era. As Co-founder and Chief Executive Officer of Box, he has been the driving force behind Box’s evolution into a preferred content cloud provider and partner across the Fortune 500.
Mr. Levie co-founded our company and has served as our Chairman since December 2013 and as our Chief Executive Officer and a member of our Board of Directors since April 2005. He previously served as Box’s Chairman from December 2013 to May 2021.
Mr. Levie attended the University of Southern California from 2003 to 2005.
Mr. Levie was selected to serve on our Board of Directors because of the perspective and experience he brings as one of our founders. |
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| | | Kim Hammonds John Park
has served asDirector Since: May 2021
Independent
Board Committees: Audit; Compensation
• Partner and Head of KKR’s technology industry team, Americas Private Equity
• Director of Henry Schein One, a membersubsidiary of our BoardHenry Schein, Inc.
Mr. Park joined KKR in 2013 and is a Partner and head of Directors since October 2018. Ms. Hammonds served as the Group Chief Operating Officer at Deutsche Bank AG, a global financial services company, from January 2016 to May 2018 and astechnology industry team within KKR’s Americas Private Equity platform. He is also a member of the Deutsche BankInvestment Committee and Portfolio Management Board from August 2016 to May 2018. She joined Deutsche BankCommittee for KKR’s Americas Private Equity.
He currently serves as Chief Information Officer and Global Co-Head Technology and Operations in November 2013 from The Boeing Company, a global aerospace company. Ms. Hammonds joined Boeing in 2008 and served indirector of Henry Schein One, a subsidiary of Henry Schein, Inc., as well as a number of capacities, including most recently as Chief Information Officer/Vice President, Global Infrastructure, Global Business Systems from January 2011 to November 2013. Ms. Hammonds joined Boeing from Dell Inc., where she led IT systems development for manufacturing operations in the Americas, and directed global IT reliability and factory systems. Ms. Hammonds currently servesprivate companies. Mr. Park previously served on the board of directors of Tenable Holdings, Inc., a provider of cybersecurity solutions, and Zoom Video Communications,GoDaddy Inc., an enterprise video communications company. Ms. Hammonds holds a B.S. in Mechanical EngineeringInternet domain registrar and web hosting company, from University of Michigan and an MBA in Marketing from Western Michigan University.February 2015 to June 2019.
Ms. HammondsPrior to joining KKR, Mr. Park was selected to servewith Apax Partners LLP, where he focused on our Board of Directors because of her enterprise IT and global go-to-market strategy experience. |
| | | Dan Levin served as our President and Chief Operating Officer from December 2013 until July 2017, and as our Chief Operating Officer from July 2010 until July 2017. Mr. Levin has served assoftware investments around the world. He was also a member of our Board of Directors since January 2010. From March 2009 to July 2010, Mr. Levin served as an advisor to various technology start-ups, including our company since September 2009. From July 2008 to March 2009, Mr. Levin served as the interim Chief Executive Officer of Picateers Inc., an online photo sales company. Previously, Mr. Levin served in various executive rolesmergers & acquisitions practice at Intuit Inc., a business and financial management solutions company, most recently as Vice President and General Manager, Healthcare. Mr. Levin holds a B.A. in the independent concentration of Applications of Computer Graphics to Statistical Data Analysis from Princeton University.Morgan Stanley.
Mr. LevinPark holds an A.B., cum laude, in Economics from Princeton University and an M.B.A. from Harvard Business School.
Mr. Park was selected to serve on our Board of Directors because of his extensive experience in advising technology companies with technology companies.a focus on the cloud and his track record of helping companies drive disciplined growth and profitability.
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Non-Continuing Directors
| | | Rory O’Driscoll has served as a member of our Board of Directors since April 2010. Mr. O’Driscoll has worked in venture capital since 1994 as a senior member of the Bank of America investment team, which became Scale Venture Partners in 2007. Since 2007, Mr. O’Driscoll has been a Managing Partner at Scale Venture Partners, a venture capital firm. Mr. O’Driscoll currently serves on the board of directors of Bill.com, a provider of business payments processing platforms, and a number of several privately held companies. Mr. O’Driscoll holds a B.Sc. from the London School of Economics.
Mr. O’Driscoll was selected to serve on our Board of Directors because of his experience as a director of both publicly and privately held technology companies.
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| | | Dylan Smith co-founded our company and has served as our Chief Financial Officer and as a member of our Board of Directors since April 2005. Mr. Smith holds a B.A. in Economics from Duke University.
Mr. Smith was selected to serve on our Board of Directors because of the perspective and experience he brings as one of our founders.
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| | | Josh Stein has served as a member of our Board of Directors since July 2006. Since December 2006, Mr. Stein has been a Managing Director of several funds affiliated with Draper Fisher Jurvetson, a venture capital firm he joined in May 2004. Mr. Stein currently serves on the boards of directors of several privately held companies. Mr. Stein holds a B.A. in Psychology from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.
Mr. Stein was selected to serve on our Board of Directors because of his knowledge of technology companies and his experience as a director of privately held technology companies.
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TABLE OF CONTENTS Our Class A common stock is listed on the New York Stock Exchange. Under the listing standards of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation,Audit, Compensation, and nominatingNominating and corporate governance committeesCorporate Governance Committees be independent. Under the listing standards of the New York Stock Exchange, a director will only qualify as an “independent director” if, in the opinion of that listed company’scompany��s board of directors, that director does not have a material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship within the company). Audit committeeCommittee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange. Compensation committeeCommittee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the New York Stock Exchange. Our Board of Directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or hertheir background, employment and affiliations, our Board of Directors has determined that none of Mses. Barsamian, Evan, Hammonds, and Mayer or Messrs. Bass, Lazar, Leav, O’Driscoll and SteinLevin, or Park has a material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship within the company) and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.” Board Leadership Structure Aaron Levie servesOur Board of Directors evaluates its leadership structure and elects the Chair of the Board of Directors based on the criteria it deems to be appropriate and in the best interests of the company and its stockholders, given the circumstances at the time of such election. In May 2021, our Board of Directors appointed independent director Bethany Mayer to serve as both the ChairmanChair of our Board of Directors and as our Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outside of our company, while Mr. Levie brings company- and industry-specific experience and expertise. As one of our founders, Mr. Levie is best positioned to identify strategic priorities, lead critical discussion and execute our business plans. We believe that the structure ofDirectors. In making this decision, our Board of Directors determined that the best and most effective leadership structure for Box and its committees provides effectivestockholders at this time is to have separate chief executive officer and chair roles. This structure enhances the Board of Directors’ ability to exercise independent oversight of managementthe business and affairs of Box. The Board of Directors believes this structure is optimal for Box at this time because it allows Mr. Levie to focus on leading the company while Mr. Levie’s combined role enables strong leadership, creates clear accountabilityallowing Ms. Mayer to focus on leading the Board, assisting the Board in reaching consensus on particular strategies and enhancespolicies, and fostering robust evaluation processes. As the Chair, Ms. Mayer has the following duties and responsibilities that are set forth in our ability to communicate our message and strategy clearly and consistently to stockholders.
Lead Independent DirectorOur Corporate Governance Guidelines, provide that if our Chief Executive Officer serves as Chairman of our Board of Directors or if the Chairman is not otherwise independent, our Board of Directors will appoint a Lead Independent Director. Because Mr. Levie is our Chairman and Chief Executive Officer, our Board of Directors has appointed Rory O’Driscoll to serve as our Lead Independent Director. As Lead Independent Director, Mr. O’Driscoll presides over regularly scheduled executive sessions of our independent directors, serves as a liaison between our Chairman and our independent directors and performs such additional duties as our Board of Directors otherwise determines and delegates. Because Mr. O’Driscoll will not stand for reelection as a director at the Annual Meeting, our Board of Directors intends to appoint a new Lead Independent Director to succeed Mr. O’Driscoll on or before the date of this year’s Annual Meeting.
| | ✔ | | | Presiding over stockholder meetings, Board meetings and executive sessions of directors, with authority to call meetings of the Board of Directors and of the independent directors | | | | ✔ | | | Establishing the agenda for Board meetings in consultation with the chairs of applicable Board committees | | | | ✔ | | | Approving information sent to the Board of Directors for Board meetings | | | | ✔ | | | Approving meeting schedules for the Board of Directors | | | | ✔ | | | Conferring with the CEO on matters of importance that may require Board of Directors action or oversight | | | | ✔ | | | Promoting and facilitating effective communication and serving as a liaison between the independent directors and the CEO | | | | ✔ | | | Leading the Board of Directors in discussions concerning CEO performance and CEO succession | | | | ✔ | | | Being available for consultation and direct communication, if requested by major stockholders | | | | ✔ | | | Serving as spokesperson for the company, as requested | |
TABLE OF CONTENTS Board and Stockholder Meetings and Board Committees During our fiscal year ended January 31, 2020,2022, our Board of Directors held elevennine meetings (including regularly scheduled and special meetings), and each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served. TABLE OF CONTENTS
Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. EightNine directors attended our 20192021 annual meeting of stockholders. Our Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and an Operating Committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. Our Audit Committee consists of Mr. O’Driscoll and Mses.Ms. Evan and Hammonds,Messrs. Lazar and Park, with Ms. EvanMr. Lazar serving as the chair. Mr. O’Driscoll will not stand for reelection at the Annual Meeting. Each member of our Audit Committee meets the requirements for independence for audit committee members under the listing standards of the New York Stock Exchange and SEC rules and regulations. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of the New York Stock Exchange. In addition, our Board of Directors has determined that each of Ms. Evan and Mr. Lazar is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended and that simultaneous service by Ms. Evan on the audit committee of more than three public companies does not impair her ability to effectively serve on our Audit Committee.amended. Our Audit Committee is, among other things, responsible for the following: selecting and hiring our independent registered public accounting firm; evaluating the performance and independence of our independent registered public accounting firm; pre-approving the audit services and any non-audit services to be performed by our independent registered public accounting firm; reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices; reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures; overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters; reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit and the financial statements included in our publicly filed reports; reviewing and approving any proposed related person transactions; and preparing the Audit Committee report included in our annual proxy statement. Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of our Audit Committee is available on our website at http://www.box.com/investors.investors. During our fiscal year ended January 31, 2020,2022, our Audit Committee held fivefour meetings. TABLE OF CONTENTS Compensation Committee During our fiscal year ended January 31, 2022, our Compensation Committee consisted of Mses. Barsamian and Mayer and Messrs. Leav and Park, with Ms. Mayer serving as the chair. In May 2021, Mr. Park joined the Compensation Committee and Ms. Evan stepped off of the Committee. Our Compensation Committee consists of Mses. Barsamian and Mayer and Messrs. Leav and Stein and Mses. Barsamian and Evan,Park, with Mr. SteinMs. Mayer serving as the chair. Mr. Stein will resign from our Board of Directors and the Compensation Committee effective at the conclusion of the Annual Meeting. Each member of our Compensation Committee meets the requirements for independence for compensation committee members under the listing standards of the New York Stock Exchange and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is, among other things, responsible for the following: reviewing and approving our Chief Executive Officer’s and other executive officers’ annual base salaries, incentive compensation plans, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control agreements, and any other benefits, compensation, or arrangements; administering our equity compensation plans; overseeing our overall compensation philosophy, compensation plans, and benefits programs; and preparing the Compensation Committee report included in our annual proxy statement. TABLE OF CONTENTS
Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of our Compensation Committee is available on our website at http://www.box.com/investors.investors During our fiscal year ended January 31, 2020,2022, our Compensation Committee held fiveseven meetings. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee consists of Mses. Evan and Barsamian and Mr. Stein,Hammonds, with Ms. Evan serving as the chair. Mr. Stein will resign from our Board of Directors and the Nominating and Corporate Governance Committee effective at the conclusion of the Annual Meeting. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations. Our Nominating and Corporate Governance Committee is, among other things, responsible for the following: evaluating and making recommendations regarding the composition, organization and governance of our Board of Directors and its committees; overseeing annual performance evaluations of the Board of Directors and its committees; evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees; reviewing and making recommendations with regard to our corporate governance guidelines; and reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by our Audit Committee.Committee; and reviewing and discussing with management the company’s environmental, social and governance activities, programs and public disclosure, including in light of any feedback received from stockholders. Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of the New York Stock Exchange. A copy of the charter of our Nominating and Corporate Governance Committee is available on our website at http://www.box.com/investors.investors During our fiscal year ended January 31, 2020,2022, our Nominating and Corporate Governance Committee held two meetingsthree meetings. Operating Committee Our Operating Committee was formed in March 2020 and consists of Mses. Barsamian, Hammonds, and Mayer and Mr. Lazar, with Ms. Barsamian serving as the chair. Although the listing standards of the New York Stock Exchange and SEC rules and regulations do not specify independence requirements applicable to our Operating Committee, each member of the Operating Committee meets the general requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations. Our Operating Committee is responsible for working with our Chief Executive Officer, Chief Financial Officer, and management to identify and recommend opportunities for further improvement in growth and margin performance. Because our Operating Committee was formed in March 2020, it held no meetings during During our fiscal year ended January 31, 2020.2022, our Operating Committee held four meetings.
TABLE OF CONTENTS Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient TABLE OF CONTENTS
time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board of Directors and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Although our Board of Directors does not maintain a specific policy with respect to board diversity, ourOur Board of Directors believes that our Board of Directors should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Corporate Governance Guidelines provide that our Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints.consider such factors as gender, race, ethnicity, sexual orientation, and cultural background. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. Our Corporate Governance Guidelines were amended in 2021 to memorialize the Nominating and Corporate Governance Committee’s commitment to actively seeking highly qualified women and individuals from underrepresented communities to include in the initial pool from which director candidates are selected. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.
Two of our director-nominees have been nominated pursuant to an agreement we entered into with Starboard Value LP and certain of its affiliates on March 22, 2020. For more information about this agreement, refer to the sections titled “Proposal No. 1 — Election of Directors — Agreement with Starboard Value LP” and “Related Person Transactions — Agreement with Starboard Value LP” below.
Stockholder Recommendations for Nominations to the Board of Directors OurPursuant to our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of our company continuously for at least twelve (12) months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amendedCharter and restated certificate of incorporation and amended and restated bylawsBylaws and applicable laws, rules and regulations, including those promulgated by the SEC. Our Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws,Bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our General Counsel or our Legal Department in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our Class A common stock and a signed letter from the candidate confirming willingness to serve on our Board of Directors. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.
Under our amended and restated bylaws, stockholders may also nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our General Counsel or our Legal Department at Box, Inc., 900 Jefferson Ave., Redwood City, California 94063. To be timely for our 2021 annual meeting of stockholders, our General Counsel or Legal Department must receive the nomination no earlier than March 14, 2021 and no later than April 13, 2021.TABLE OF CONTENTS Communications with the Board of Directors Interested parties wishing to communicate with ourThe Board of Directors or with an individual member or membersvalues the input of our Boardstockholders and seeks the suggestions of Directors may do sostockholders on a regular basis. There are a number of avenues stockholders can utilize to communicate to Box, including by writing to our Board of Directors or to the particular member or members of our Board of Directors and mailing the correspondence to our General Counsel at Box, Inc., 900 Jefferson Ave., Redwood City, California 94063. If an interested party wishes to contact the independent members of our Board of Directors, the interested party should address such communication to the attention of the Lead Independent DirectorChair of our Board of Directors at the address above. Our General Counsel, in consultation with appropriate members of our Board of Directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board of Directors, or if none is specified, to the ChairmanChair of our Board of Directors.
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Stockholder Engagement As owners of Box, we value our stockholders’ opinions and feedback. Maintaining an active dialogue with our stockholders is consistent with our corporate values of transparency and accountability, and we intend to continue these efforts in the future. Our stockholder outreach program includes post-earnings communications, conferences, roadshows, bus tours, one-on-one and group meetings, technology webcasts, and general availability to respond to stockholder inquiries. Since our IPO over 5 years ago, we'vein 2015, we’ve held an annual "Investor Day"“Investor Day” to provide stockholders with a detailed update on our strategy and financial outlook as well as access to the extended executive team. The feedback we receive from stockholders from our outreach program helps our Board of Directors, leadership team, and employees develop a mutual understanding and trust with our stockholders. Members of our Board of Directors and senior executives directly engage from time to time with stockholders to hear unfiltered concerns and perspectives that shape our core strategy. These efforts are also supplemented by surveys conducted by third parties that enable us to receive candid feedback. Employees receive quarterly updates on investor sentiment following our earnings calls to empower them to drive alignment with corporate financial objectives. Corporate Governance Guidelines and Code of Business Conduct and Ethics Our Board of Directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. Our Corporate Governance Guidelines were amended in 2021 to (1) memorialize the Nominating and Corporate Governance Committee’s commitment to actively seeking highly qualified women and individuals from underrepresented communities to include in the initial pool from which director candidates are selected; (2) describe the responsibilities of the Chair of the Board of Directors; (3) adopt a position on average director tenure of ten years or less for independent directors; and (4) adopt a director resignation policy requiring any director who does not receive a majority of the votes cast in an uncontested director election to submit his or her resignation to the Board of Directors for the Board of Directors to accept or reject. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at http://www.box.com/investors.investors We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website. Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, cyber security, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks TABLE OF CONTENTS the company faces, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed. Our Board of Directors believes that open communication between management and our Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of our senior management team at quarterly meetings of our Board of Directors, where, among other topics, they discuss strategy and risks facing the company, as well at such other times as they deem appropriate. While our Board of Directors is ultimately responsible for risk oversight, our board committees assist our Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures, cyber security risks, and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our Compensation Committee assesses risks created by the incentives TABLE OF CONTENTS
inherent in our compensation policies. Finally, our full Board of Directors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions. Corporate, Environmental, Social and Social ResponsibilityGovernanceLeading positive change in the world has always been a key priority at Box. Our mission is to power how the world works together, and we believe that by making it easy to securely share ideas, businesses are able to connect with customers, governments can better serve citizens, and nonprofits make a greater impact. We aim to create a better future for generations to come, while building long-term value for our stakeholders, communities, customers, teams, and the planet. Our Board of Directors believes operating sustainably benefitssupports our corporate focus on environmental, social, and governance, and our Nominating and Corporate Governance Committee periodically receives updates from our management on, and reviews and discusses with our management, the company’s many different stakeholdersenvironmental, social and drives long-term value creation. We work to conduct our business in ways that are consistent with our company valuesgovernance activities, programs and promote accountability to our stockholders and other stakeholders. We focus our efforts where we can have the most positive impact on our business and society and are committed to managing the risks and opportunities that arisepublic disclosure, including feedback received from sustainability issues.stockholders. Box’s commitment to corporate, environmental, social, and social responsibility is focusedgovernance (ESG) initiatives focuses on the following key areas: | Our mission is to power how the world works together. We work better together in a world where a diversity of backgrounds, beliefs and ideas can flourish. We believe our employees have the power to create lasting change in our communities and our world. This core belief informs our approach to diversity and inclusion (“D&I”). By being intentional about community and belonging, we also believe we can drive even better results. Our D&I work focuses on three key areas:
| | | | | | Hiring: Sourcing top, underrepresented talent through proactive, external relationship building. Promoting our external brand. Driving consistency with the interview and selection process.
| | | | | | Thriving: Ensuring that Box employees have exceptional career experiences. Monitoring career development and progression processes to reinforce consistency and fairness.
| | | | | | Belonging: Creating space where all Box employees can bring their whole selves to work. Removing blindspots that unintentionally cause harm. Nurturing healthy, diverse communities.
| | | | | | We aim to achieve these values through a variety of key programs, including:
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| | | D&I Advisory Council: We have a council made up of executives from across the company who focus on driving D&I strategic planning for their organizational areas and helping to gain traction on company initiatives.
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| | | Employee Resource Groups: We have 12 employee resource groups and a multitude of employee interest groups that offer a variety of programming, including educational and advocacy events, external speakers, networking and social activities and more. Anyone can join and all are encouraged to be allies.
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| | | Thrive Committees: We have local committees in each of our office locations made up of business leaders paired with employee resource groups, Box.Org and other employee volunteers to help drive local programming and belonging efforts.
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| | | Boxer Experience Surveys: We seek employee feedback on a semi-annual basis to help us listen and respond to issues and concerns raised around our employees’ experience at Box.
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| | | Learning Curriculum: We offer programs for all Boxers to promote greater awareness on core issues around diversity and inclusion, including programs focused on our company values such as “Make Mom Proud” and on overcoming bias.
| | | | | | We have received external recognition for these efforts, including being named to the 2020 Bloomberg Gender-Equality Index, receiving a top score of 100 on the 2020 Human Rights Campaign Corporate Equality Index and achieving placement on Fortune’s 100 Best Workplaces for Diversity, Best Workplaces in the Bay Area, and 100 Best Companies to Work For 2020 lists.
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We are committed to making our world a better and more sustainable place. We take to heart our responsibility to safeguard the planet and believe it is critical to identify and address our opportunities to operate in a more sustainable manner, protect our environment, and build a lasting future that all can thrive in. We have a shared interest with our many different stakeholders – our employees, customers, stockholders, and the planet, among others – in ensuring that we operate in an environmentally sustainable manner.TABLE OF CONTENTS
| We are committed to powering how the world does more good together. Box.org mobilizes our technology, talent, partners and institutional assets to enable nonprofits to innovate and fulfill their missions. Founded in 2014, Box.org now serves over 8,000 nonprofits with over $3 million worth of donated or discounted Box access, employee volunteer hours and cash grants from the Box.org Fund.
| | | | | | In addition, we are subject to the UK Modern Slavery Act of 2015 (the “Modern Slavery Act”). As part of our adherence to the Modern Slavery Act, we publish an annual statement detailing our efforts to combat modern slavery and human trafficking, which is available on our website at http://www.box.com/investors.
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| We are committed to making our world a better and more sustainable place. Box helps companies digitize their businesses and facilitate remote work for their employees, which contributes to the reduction of paper-based processes and lessens the need to commute to work. Through our ability to enable remote work, our technology supports plans for business continuity in times of natural disaster or in the face of a pandemic, including the ability to work securely from anywhere on any device with an internet connection. In addition, through our work with environmentally-focused non-profits and through our own initiatives, we seek to limit our impact on the environment. In each of our major office locations, our employees have organized Green Teams, with a focus on promoting sustainability.We are focused on continuing to reduce our carbon footprint through green initiatives led by Box employees, reducing waste at our offices, making it easier for Boxers to utilize public transportation, and reexamining and cutting back on our business travel where a video conference will do. Some highlights of our environmental sustainability initiatives include:
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| | | Transitioning our third-party data centers into facilities that use 100% renewable energy;
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| | | Ensuring ourSustainable offices: Our Redwood City, California headquartersSan Francisco and Austin offices are all LEED Gold certified; our New York office is LEED GoldSilver certified; and our London office is BREEAM certified.
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| | | SavingReducing greenhouse gas emissions: By making on-site electric vehicle charging stations free to employees, we have cut over 240,000260,000 kg ofin greenhouse gas emissions since December 2014 through on-site electric vehicle charging stations;2014.
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| | | Limiting the use of single-use plastics in our cafes, saving nearly 1 million bottles from landfills through use of reusable bottles and other sustainable packaging;
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| | | Approximately 40% of the employees in our Redwood City headquarters location use public transportation to get to and from work partly as a result of the free local transportation passes we offer employees. In our London and Tokyo offices, less than 10% of our employees drive their cars to work; the other 90% use public transit or human power to get to work; and
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| | | Our Redwood City headquarters cafeteria sources the vast majority of its ingredients from local and organic farmers within a 100 mile radius, and features several meatless lunch days each year to promote sustainability.
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| Our culture of integrity starts with our Code of Business Conduct and Ethics (the “Code”) and our compliance program, which includes risk assessment, development of policies and procedures, training, auditing and monitoring, and investigations and remediation of potential compliance matters. A copy of the Code is available on our website at http://www.box.com/investors.
| | | | | | The Code applies to all directors and employees, including our executive officers. The Code is reviewed on an annual basis for any changes to law or policy and updated as appropriate. New employees are required to complete training on the Code, and all employees must complete additional Code training and a compliance certification each year.
| | | | | | Throughout the year, we require our employees to complete supplementary in-person and online trainings associated with the compliance risks of specific roles and business functions, while various additional guidance helps improve awareness of our policies and our expectations for ethical behavior and a safe work environment consistent with our values and the Code.
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TABLE OF CONTENTS • | Compliance and Ethics
| | | Public transit incentives: We striveprovide subsidized transportation benefits to create a culture where open, honest communications are the expectation, not the exception. We want all employees to feel comfortable approaching their manager or any member of the Box leadership team in instances where our value “Make Mom Proud” has not been upheld. All complaints and concerns regarding possible violations of, or non-compliance with, the Code, a written statement of company policy or a law or regulation, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made by phone or web reporting using our confidential hotline at box.ethicspoint.com. Reports may be made anonymously and confidentially.eligible U.S. employees. | |
• | Political Contributions
| | | All Box employees must complyAvoiding tech waste: In November 2021, our first tech donation drive diverted over 1,700 pounds of e-waste from landfills and provided foster children with all local, state, federal, foreigndevices such as laptops, ipads, and any other applicable laws and regulations regarding political contributions. Company funds or assets cannot be used for, or be contributed to, political campaigns or practices under any circumstances unless pre-approved by Box’s General Counsel and, if necessary, the Nominating and Corporate Governance Committee of the Board. However, it is acceptable for Box employees to make lawful personal political contributions. More information regarding our policies on political contributions can be found in the Code, which is available on our website at http://www.box.com/investors.phones.
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• | Data, Privacy, Security,Energy efficient data centers: We use data centers that have achieved or have committed to achieve 100% renewable energy targets.
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Over the past two years, we’ve seen a fundamental shift in how organizations get work done, enabling employees to work remotely. Our cloud content management platform helps our customers digitize their businesses and facilitate remote work for their employees, which contributes to the reduction of paper-based processes, work commuting, and all of the attendant environmental impacts they cause. Through our ability to enable remote work, our technology supports plans for business continuity in times of natural disaster or in the face of a pandemic, including the ability to work securely from anywhere on any device. Social Diversity, Equity, and Inclusion One of our core values is creating a space where all Box employees can “Bring your (_____) Self to Work.” We take great pride in celebrating our differences, and we strive to hire the best talent from all backgrounds. We want to build teams that are as diverse as our customers and the world we live in, with a broad representation of gender, ethnicity, sexual orientation, religion, backgrounds, and perspectives — among many other dimensions of diversity. By being intentional about community and belonging, we also believe we can drive even better results. Our diversity, equity and inclusion (DEI) work focuses on three key areas: | • | Hiring: Sourcing top, underrepresented talent through proactive, external relationship building; promoting our external brand; and Compliance | | | We are focused on maintaining appropriate data governance and systems so we can maintain the trust of our customers and other stakeholders, which is fundamental to our business success. Our Security team is responsible for our cyber security practices, security operations and data and platform protection, and our Legal team is responsible for global privacy law compliance and related operations. Our data, privacy, security and compliance practices include:
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| | | We maintain a transparent website and platform, including privacy and cookie notices, to inform our customers about how we collect, use, share, disclose, retain and protect personal information in compliance with data protection principles and certifications.
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| | | We provide annual data protection and security training to all employees, supplemented with periodic, targeted data protection, privacy and security training, as needed.
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| | | We are dedicated to providing highly effective security, compliance and data protection for our customers. We maintain industry standard certifications for security and privacy that are assessed annually by third-party auditors, independent third-party assessors and/or internally to verify our compliance. These certifications include:
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| | | Service and Organization Controls (“SOC”) 1, 2, and 3; International Organization for Standardization 27001/27018; Payment Card Industry Data Security Standard; Health Insurance Portability and Accountability Act (HIPAA)/Health Information Technology for Economic and Clinical Health Act (“HITECH”); Financial Industry Regulatory Authority(“FINRA”)/Securities and Exchange Commission 17a-4; Department of Defense Cloud Computing Security Requirements Guide(SRG); Impact Level 4 for Controlled Unclassified Information; and Federal Risk and Authorization Management Program (“FedRAMP”)/Federal Information Security Management Act (FISMA) compliance.
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| | | We adhere to comprehensive data transfer requirements and privacy frameworks, including but not limited to, U.S.-E.U. Privacy Shield, Asia-Pacific Economic Cooperation’s Cross-Border Privacy Rules System and Privacy Recognition for Processors, and E.U. Processor Global Binding Corporate Rules and Controller Global Binding Corporate Rules.
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| | | We also maintain cloud certificationsdriving consistency with the United Kingdom’s G-Cloud Frameworkinterview and Germany’s TUV Rhineland Certified Cloud Services standards.selection process.
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| • | Thriving: Ensuring that Box employees have exceptional career experiences; and monitoring career development and progression processes to reinforce consistency and fairness. |
| • | Belonging: Creating space where all Box employees can bring their whole selves to work; removing blind spots that unintentionally cause harm; and nurturing healthy, diverse communities. |
Our hiring philosophy is centered around the belief that building diverse teams enables us all to do our best work and deliver the best business results. We seek to drive consistency throughout our interviewing and selection process. Our recruiters and managers complete unconscious bias training and we also offer training on unconscious bias and interviewing best practices to all of our employees. When recruiting executives, our policy is to interview at least one candidate from underrepresented backgrounds before making a hiring decision. We have also instituted programs to connect with underrepresented student groups and create a more fair and equitable hiring process. For example, our Box Business Fellowship provides students of historically underrepresented backgrounds with an opportunity to explore business careers in the tech industry. This program helps students develop the skills to succeed in tech industry roles and provides them with insights into available career opportunities. In addition, participants in this program are also invited to an expedited interview process for available roles at Box. We hold ourselves accountable, which is why we signed the California Equal Pay Pledge. As part of our continued commitment, we conduct an annual companywide gender pay analysis on hiring and promotion procedures to reduce unconscious bias and structural barriers to equitable compensation. In addition, we externally benchmark the compensation we provide for each role to ensure pay parity, and provide regular pay equity updates to our Compensation Committee. Our analyses indicate that, as of August 2021, we had pay equity across gender globally for employees in similar jobs, accounting for factors such as role, level and location. We also ensure that Boxers can Bring their (_____) Self to Work by creating safe spaces for engagement and providing opportunities for networking and development, while promoting a culture of learning and allyship to ensure that the needs of underrepresented employees are being met. We support a dynamic array of employee-led resource communities for historically underrepresented groups and different communities at Box, including Box Women’s Network, Black Excellence Network, Latinx, Pride, and Box Vets, among others. TABLE OF CONTENTS We are honored to receive external recognition for these efforts, as reflected by the following awards: Glassdoor Best Places to Work 2022, ranked #5 HRC Best Places to Work for LGBTQ Equality 2022, 100% Corporate Equality Index Great Place to Work’s Best Workplaces for Parents 2021 Fortune 100 Best Companies to Work For 2022 Fortune Best Workplaces for Millennials 2021 Fortune Best Workplaces in the Bay Area 2021 Fortune Best Workplaces in Technology 2021 PEOPLE Companies that Care 2021 Our commitment to diversity, equity, and inclusion is also evident within our Board of Directors, which is composed of 44% women and 22% directors from underrepresented communities. In addition, our Corporate Governance Guidelines were amended in 2021 to memorialize the Nominating and Corporate Governance Committee’s commitment to actively seeking highly qualified women and individuals from underrepresented communities to include in the initial pool from which director candidates are selected. For more information about our diversity, equity, and inclusion initiatives, we encourage you to visit our website at https://www.box.com/about-us/diversity-and-inclusion. Employee Health and Safety The health and safety of our employees is one of our top priorities. We strive to create an environment where Boxers are physically and mentally safe and healthy. We offer a comprehensive health and wellness benefits package to all full-time employees. Additionally, in an effort to combat digital burnout and stress, Box launched company-wide mental health holidays, a meeting efficiency program, and other mental health benefits. Our Commitment to Our Communities through Box.org Every day we focus on leveraging the strengths of Box for greater good, powering how the world works together – from organizations delivering COVID-19 vaccines, to those protecting foster children, and working on the front lines of disaster response. We deploy our technology, employees and company resources to create a positive impact in our communities, while making digital work inclusive. We’ve supported and empowered our communities through Box.org product discounting and donation programs to over 10,000 nonprofits with over $40M of in-kind and charitable gifts over the last three years. Additionally, 75% of our Boxers engage in social impact by volunteering with a cause they care about, making a donation to an organization and/or providing pro-bono consulting to a nonprofit. This commitment to community shapes our Box culture and is an important reason why Box employees have voted us onto the 2022 Fortune 100 Best Companies to Work For list, which makes us proud. Governance In addition to the corporate governance policies, procedures and best practices we have implemented, as described in the above sections titled “Corporate Governance Highlights” and “Board of Directors and Corporate Governance”, and our approach to strong governance is demonstrated in the following areas: Compliance and Ethics Among our core values, our goal to “Make Mom Proud” means we act with integrity, make ethical decisions, and use good judgment. Our culture of integrity starts with our Code of Business Conduct and Ethics and our compliance program, which includes risk assessment, development of policies and procedures, training, auditing and monitoring, and investigations and remediation of potential compliance matters. A copy of the Code of Business Conduct and Ethics is available on our website at http://www.box.com/investors. The Code of Business Conduct and Ethics applies to all Box directors and employees, including our executive officers. The Code of Business Conduct and Ethics is reviewed on an annual basis for any changes to law or policy and updated as appropriate. All new employees are required to complete training on the Code of Business TABLE OF CONTENTS Conduct and Ethics, and our employees must complete additional training on the Code of Business Conduct and Ethics and a compliance certification each year. Throughout the year, Box employees are required to complete supplemental trainings to address compliance risks associated with particular roles and functions at Box. In addition, we are subject to the UK Modern Slavery Act of 2015 (the “Modern Slavery Act”) and voluntarily report on our compliance for Australia’s Modern Slavery Act of 2018. As part of our adherence to these acts, we publish an annual statement detailing our efforts to combat modern slavery and human trafficking, which is available on our website at http://www.box.com/investors. We strive to create a culture where open, honest communications are the expectation, not the exception. We want all employees to feel comfortable approaching their manager or any member of the Box leadership team in instances where our value “Make Mom Proud” has not been upheld. In January 2021, we began partnering with AllVoices to provide our employees with a platform where Boxers can safely and anonymously share feedback with company leadership, including complaints and concerns regarding possible violations of, or non-compliance with, the Code of Business Conduct and Ethics, a written statement of company policy or a law or regulation, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint. Reports may be made by phone or web reporting using our hotline at box.allvoices.co. Reports may be made anonymously and confidentially. Political Contributions Box employees must comply with all local, state, federal, foreign, and any other applicable laws and regulations regarding political contributions. Company funds or assets cannot be used for, or contributed to, political campaigns or practices under any circumstances unless pre-approved by Box’s General Counsel and, if appropriate, the Nominating and Corporate Governance Committee. However, it is acceptable for Box employees to make lawful personal political contributions. More information regarding our policies on political contributions can be found in the Code of Business Conduct and Ethics, which is available on our website at http://www.box.com/investors. Data, Privacy, Security, and Compliance Data security and privacy have never been more important. At their heart, digital security and privacy are about trust and transparency. We have established a multi-pronged approach to building and maintaining cloud-based security and privacy solutions for our customers. Our data privacy and security practices include: Maintaining a transparent website and platform, including privacy and cookie notices, to inform our customers about how we collect, use, share, disclose, retain, and protect personal information in compliance with data protection laws, principles and certifications; Enabling our customers to make data subject requests globally regardless of their location, thereby ensuring user data control and transparency around how we use, collect, and share user data; Providing annual data protection and security training to all employees, supplemented with targeted/role specific data protection, privacy, and/or security training, as needed; and Maintaining many of the most comprehensive security and privacy certifications available globally, that are assessed annually by third-party auditors, independent third-party assessors and/or internally to verify our compliance. In addition, Box enables customers to secure their data in a number of ways, including: Frictionless security enabled by built-in controls such as granular permissions, strong user authentication, and AES 256-bit encryption; The ability of customers to manage their own encryption keys using Box KeySafe; Simplified information governance that allows customers to easily set policies that retain, dispose of, and preserve content; Box Zones, which enables organizations to address data residency obligations across multiple geographies; and Box Shield, which automatically scans files and classifies them based on admin-defined policies, enabling organizations to better manage highly sensitive data at scale. TABLE OF CONTENTS Outside Director Compensation Policy Under our Outside Director Compensation Policy, members of our Board of Directors who are not employees of Box (“outside directors”) receive compensation in the form of equity and cash.cash, as described below. On a periodic basis, our Compensation Committee reviewsconsults with anCompensia, a nationally recognized independent compensation consultantconsulting firm, regarding the compensation paid to our outside directors. Following the end of fiscal year 2020,years 2021 and 2022, as part of the reviews, our Compensation Committee reviewed data provided by Compensia a nationally-recognized independent compensation consulting firm, with respect toregarding the compensation provided to outside directors of our peer companies. That review showed In May 2021, because the Board of Directors appointed a separate Chair of our Board (previously Mr. Levie was both CEO and Chair), based on data provided by Compensia regarding the compensation provided to individuals in similar positions, our Board of Directors approved an amendment to our Outside Director Compensation Policy to provide that, effective May 1, 2021, the company’s outside director compensation practices were generally atChair of our Board shall be paid an annual cash retainer of $50,000. In September 2021, the medianCompensation Committee, in consultation with Compensia, recommended and the Board of Directors approved (i) the selected peer companies but thatgrant to Ms. Mayer, as Chair of our Board, of an overwhelming majorityaward of peer companies used onlytime based Company restricted stock units (“RSUs”) with a value of $100,000 (as indicated in the “Director Compensation for their equity compensation grants. In addition toFiscal Year 2022” table below), which RSUs would vest in full on the general compensation data reviewed, due toearlier of (a) twelve months from today or (b) the formationdate of the Operating Committee, Compensia was asked2022 annual stockholder meeting and (ii) an amendment to our Outside Director Compensation Policy to provide data regarding compensation paid to directors who serve on special committees. The information provided showed that special committee compensation varied widely and Compensia’s advice was that it would be common to determineannually, starting at the level of pay based on2022 annual stockholder meeting, the scope of responsibilities and risk for an operating committee as compared to other standing committeesnon-executive Chair of the Board will receive an additional $100,000 in time-based RSUs, which RSUs would be granted at the annual stockholder meeting of Directors.that year and would vest at the earlier of (a) twelve months from the date of grant or (b) the date of the subsequent year’s annual stockholder meeting.
In April 2020, based on this review,March 2022, the Compensation Committee, in consultation with Compensia, recommended and the Board of Directors approved an amendment to our Outside Director Compensation Policy, increasing the annual retainer for our Board of Directors from $35,000 to provide for the following,$40,000, effective April 9, 2020: (i) a reduction of each Initial Equity Award from $450,000 to $400,000, (ii) an annual cash retainer of $20,000 to the chair of the Operating Committee and $8,000 to each other member of the Operating Committee and (iii) Initial Equity Awards and Annual Equity Awards to be comprised entirely of restricted stock units. Before this amendment in April 2020, our Outside Director Compensation Policy provided for the following compensation to our outside directors, pursuant to which our outside directors received the equity and cash compensation for fiscal year 2020 described in the section below entitled “Compensation for Fiscal Year 2020”:March 24, 2022. Cash Compensation EachUnder our Outside Director Compensation Policy in effect during fiscal year 2022, each outside director was eligible to receive a cash retainer of $30,000$35,000 for serving on our Board of Directors. In addition, each year, our Chair was eligible to receive an additional cash retainer of $50,000, and our Lead Independent Director was eligible to receive an additional cash retainer of $20,000, and outside directors were also eligible to receive the following additional cash fees for service on the committees of our Board of Directors:
| | Audit Committee | | | $8,000 | | | $20,000 | | | | Compensation Committee | | | $8,000 | | | $12,000 | | | | Nominating and Corporate Governance Committee | | | $4,000 | | | $8,000 | |
In addition, eachDirectors. We began fiscal year our Lead Independent Director was eligible to receive a cash retainer of $12,000 for service2022 with Ms. Evan serving as our Lead Independent Director.Director; however, Ms. Evan ceased being Lead Independent Director when Ms. Mayer was appointed Chair of our Board.
| | Audit Committee | | | $10,000 | | | $20,000 | | | | Compensation Committee | | | $8,000 | | | $20,000 | | | | Nominating and Corporate Governance Committee | | | $5,000 | | | $10,000 | | | | Operating Committee | | | $8,000 | | | $20,000 | |
Cash retainers and fees are pro-rated for partial years of service. Equity Compensation Upon joining our Board of Directors, eacha newly-elected outside director who joined our Board of Directors prioris eligible to April 2020 receivedreceive an initial equity award with a value of $450,000 (“Initial$400,000, comprised entirely of RSUs (collectively, “Initial Equity Award”). The Initial Equity Award was comprised of stock options and restricted stock units, each having a value of 50% of the aggregate Initial Equity Award. The Initial Equity Award vests generally over a three-year period, subject to continued service through each vesting date. In accordance with the policies of KKR, Mr. Park declined his initial equity award. TABLE OF CONTENTS On the date of each annual meeting of our stockholders, each outside director receivedis eligible to receive an annual equity award with a value of $200,000 (“Annual Equity Award”). The Annual Equity Award was comprisedis composed entirely of stock options and restricted stock units, each having a value of 50% of the aggregate Annual Equity Award.RSUs. The Annual Equity Award fully vests upon the earlier of the 12-month anniversary of the grant date or the next annual meeting, in each case, subject to continued service through the vesting date. An outside director wasis not eligible for an Annual Equity Award unless the outside director had been a director for at least one full calendar year or since the previous year’s annual meeting. TABLE OF CONTENTS
In addition, at each annual stockholder meeting (starting at the 2022 annual stockholder meeting), the non-executive Chair of the Board will receive an additional award of RSUs with a value of $100,000. The award would vest at the earlier of (a) twelve months from the date of grant or (b) the date of the subsequent year’s annual stockholder meeting. Notwithstanding the vesting schedules described above, the vesting of each equity awardthe Initial Equity Awards, the Annual Equity Awards, and the additional awards to the non-executive Chair of the Board will accelerate in full upon a change in control.control of the company. The number of restricted stock unitsRSUs subject to an Initial Equity Award or Annual Equity Award wasis determined by dividing the specified value of the restricted stock unitsaward by the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant date. Other Compensation In September 2021, the Compensation Committee, in consultation with Compensia, recommended and the Board of Directors approved that that members of the special purpose Strategy Committee, which was formed in January 2021 and dissolved in December 2021, receive a cash award in the amount of $25,000 in recognition of that committee’s service and contributions throughout much of calendar year 2021. The numberBoard of Directors formed the Strategy Committee to lead a review of a wide range of strategic options to maximize stockholder value. Stock Ownership Guidelines Our Board of Directors believes that our directors should hold a meaningful financial stake in the company in order to further align their interests with those of our stockholders. As such, our Board of Directors adopted stock ownership guidelines in December 2019. Under these guidelines, our non-employee directors are required to achieve specified ownership levels by the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024. Under these guidelines, each non-employee director must own company stock with a value of three times the annual cash retainer for Board service. As of January 31, 2022, all of our non-employee directors met, exceeded, or were on track to meet these ownership guidelines within the time frames set out above based on their respective rates of stock options subject to an Initial Equity Award or Annual Equity Award was determined by multiplying the number of shares of our Class A common stock determined in the preceding sentence by two.accumulation. TABLE OF CONTENTS Director Compensation for Fiscal Year 20202022 The following table provides information regarding the total compensation that was earned by each of our non-employee directors inwith respect to our fiscal year ended January 31, 2020.2022. | | Director(1) | | Fees Earned
or Paid in
Cash ($) | | Option
Awards($)(2) | | Stock
Awards($)(2) | | Total($) | | Director | | Fees Earned
or Paid in
Cash ($)(1) | | Option
Awards ($)(2) | | Stock
Awards ($)(2) | | Total ($) | | | | Sue Barsamian(3) | | 39,957 | | 84,747 | | 97,708 | | 222,412 | | Sue Barsamian(3) | | 63,676 | | — | | 187,596 | | 251,272 | | | | Dana Evan(3) | | 66,000 | | 84,747 | | 97,708 | | 248,455 | | Carl Bass(4) | | 64,140 | | — | | 187,596 | | 251,736 | | | | Kim Hammonds(4) | | 38,000 | | — | | — | | 38,000 | | Dana Evan(3) | | 84,848 | | — | | 187,596 | | 272,444 | | | | Steve Krausz(5) | | 14,663 | | — | | — | | 14,663 | | Kim Hammonds(3) | | 48,546 | | — | | 187,596 | | 236,142 | | | | Peter Leav(6) | | 23,440 | | 195,160 | | 219,843 | | 438,443 | | Jack Lazar(3) | | 85,733 | | — | | 187,596 | | 273,329 | | | | Dan Levin(3) | | 18,505 | | 84,747 | | 97,708 | | 200,960 | | Peter Leav(3) | | 42,284 | | — | | 187,596 | | 229,880 | | | | Rory O’Driscoll(3)(7) | | 52,065 | | 84,747 | | 97,708 | | 234,520 | | Dan Levin(3) | | 34,284 | | — | | 187,596 | | 221,880 | | | | Josh Stein(3)(8) | | 46,000 | | 84,747 | | 97,708 | | 228,455 | | Bethany Mayer(3)(5) | | 125,388 | | — | | 283,147 | | 408,535 | | | | | John Park(6) | | — | | — | | — | | — | |
(1)
| The fees reported include a payout of Strategic Committee fees in the amount of $25,000 for each of Mses. Evan and Mayer and Messrs. Bass and Lazar and Ms. Mayer did not serve as directors during our fiscal year ended January 31, 2020 and accordingly received no compensation duringbefore the year then-ended.Board of Directors dissolved the Strategy Committee in December 2021. |
(2)
| The amounts reported represent the aggregate grant-date fair value of the stock options and restricted stock unitsRSUs awarded to the director, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs is determined by multiplying the closing stock price on the date of grant by the number of shares of Class A common stock subject to the RSU award. The assumptions used in calculating the grant-date fair value of the stock options and restricted stock units reported in this column are set forth in Note 1012 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 19, 2020.16, 2022. |
(3)
| As of January 31, 2020,2022, each of Mses. Barsamian, Evan, Hammonds and EvanMayer and Messrs. Bass, Lazar, Leav and Levin O’Driscoll and Stein held an option to purchase 10,632 shares of our Class A common stock and 5,3167,949 RSUs. 100% of the shares of our Class A common stock subject to these options and underlying the RSUs will vest on June 19, 2020.September 9, 2022, subject to the director’s continued service through such date. |
(4)
| Ms. Hammonds joined theMr. Bass ceased serving on our Board in October 2018 at which time she received initial equityof Directors on March 21, 2022. His stock awards under our Outside Director Compensation Policy. Under the Outside Director Compensation Policy, Ms. Hammonds washave subsequently been canceled and will not eligible to receive additional equity grants in the fiscal year ended January 31, 2020.vest on September 2, 2022. |
(5)
| Mr. Krausz resigned from our Board of Directors, effective as of our 2019 Annual Meeting of Stockholders on June 19, 2019. |
(6)
| Mr. Leav joined our board of directors following our 2019 Annual Meeting of Stockholders, on June 19, 2019. As of January 31, 2020, Mr. Leav2022, Ms. Mayer also held an option to purchase 23,922 shares4,066 RSUs. 100% of our Class A common stock and 11,961 RSUs. The shares of our Class A common stock subject to these options vest in 36 equal, monthly installments beginning with the first monthly anniversary of the grant date. The shares of our Class A common stock underlying the RSUs will vest in three annual installments beginning withon September 29, 2022, subject to the first anniversary of the grantdirector’s continued service through such date. |
(7)(6)
| Pursuant to the Investment Agreement described below in “Related Person Transactions,” Mr. O’Driscoll willPark is not standentitled to receive any compensation from Box for re-election at the Annual Meeting. |
(8)
| Mr. Stein will resign fromhis service on our Board of Directors effective at the conclusion of the Annual Meeting.Directors. |
Our directors who are also our employees receive no additional compensation for their service as directors. During our fiscal year ended January 31, 2020, Messrs.2022, Mr. Levie and Smith were our employees.was an employee. See the section titled “Executive Compensation” for additional information about the compensation paid to Messrs. Levie and Smith.Mr. Levie. TABLE OF CONTENTS PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board of Directors is currently comprised of twelvenine members. The size of our Board of Directors will be reduced to nine directors upon the conclusion of the Annual Meeting as two of our directors will not be standing for re-election and another director will be retiring from the Board of Directors effective at the conclusion of the Annual Meeting. In accordance with our amended and restated certificate of incorporation,Charter, our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, three Class IIIII directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF THE FOLLOWING DIRECTORS TO THE BOARD: | | | | | | | | | | | | | | ✔ Sue Barsamian Kim Hammonds | | | ✔ Carl Bass Dan Levin | | | ✔ Jack Lazar Bethany Mayer | |
Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Sue Barsamian, Carl Bass,Kim Hammonds, Dan Levin, and Jack LazarBethany Mayer as nominees for election as Class IIIII directors at the Annual Meeting. If elected, each of Ms. Barsamian,Hammonds, Mr. Lazar,Levin, and Mr. BassMs. Mayer will serve as Class IIIII directors until our 20232025 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.” If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “For” the election of Ms. Barsamian,Hammonds, Mr. Bass,Levin, and Mr. Lazar.Ms. Mayer. We expect that each of Ms. Barsamian,Hammonds, Mr. Bass,Levin, and Mr. LazarMs. Mayer will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board of Directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will leave your shares unvoted on this matter. Agreement with Starboard Value LP
In March 2020, the company entered into an agreement with Starboard Value LP and certain of its affiliates (collectively, “Starboard”) regarding, among other things, the membership and composition of the Board of Directors and committees thereof (the “Starboard Agreement”). Under the terms of the Starboard Agreement, the company appointed Carl Bass, Jack Lazar, Bethany Mayer to serve on the Board of Directors and agreed to nominate Mr. Bass and Mr. Lazar for election to the Board of Directors as Class III directors at the Annual Meeting. In connection with the Starboard Agreement, Messrs. O’Driscoll and Smith agreed not to stand for re-election as directors at the Annual Meeting, and Mr. Stein agreed to retire from the Board of Directors at the conclusion of the Annual Meeting. With respect to the Annual Meeting, Starboard has agreed to, among other things, vote, subject to certain conditions, all shares of the company’s Class A common stock beneficially owned by Starboard in favor of the company’s director nominees and in accordance with the Board of Directors’ recommendations on all other proposals.
Furthermore, until the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations for our 2021 annual meeting of stockholders and (y) 100 days prior to the first anniversary of the Annual Meeting, and provided that Starboard beneficially owns in the aggregate at least the lesser of 3% of the company’s then-outstanding Common Stock and 4,560,420 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), Starboard also has certain additional rights to recommend replacement directors that are independent and not an affiliate, employee or director of Starboard and meet other criteria specified in the Starboard Agreement. Pursuant
TABLE OF CONTENTS
to the Starboard Agreement, if at any time Starboard beneficially owns less than the Minimum Ownership Threshold, Starboard will no longer have the right to recommend additional replacement directors in the event the directors appointed pursuant to the Starboard Agreement ceases to be a director.
The election of directors requiresEach director nominee will be elected by a pluralityvote of the voting powermajority of the sharesvotes cast. A majority of our common stock present virtuallythe votes cast means the number of votes cast “For” such nominee’s election exceeds the number of votes cast “Against” that nominee. You may vote “For,” “Against,” or by proxy“Abstain” with respect to each director nominee. Broker non-votes and entitled to vote at the Annual Meeting to be approved. Broker non-votesabstentions, if any, will have no effect on this proposal.the outcome of the election.
| | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH
OF THE NOMINEES NAMED ABOVE. | | | ✔ | |
TABLE OF CONTENTS PROPOSAL NO. 2 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), enables stockholders to approve, on an advisory orand non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item ofwhole and our executive compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies, and practices described in this proxy statement.Proxy Statement. TheWith this Say-on-Pay vote is advisory, and therefore is not binding on us, our Compensation Committee or our Board of Directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our Compensation Committee value the opinions ofproposal, we are offering our stockholders andan opportunity to the extent there is any significantcast an advisory vote againstto approve the compensation of our named executive officers, as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influencedProxy Statement. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. The Board of Directors and the Compensation Committee will consider the voting results when making future compensation decisions. At our stockholders’ concerns, and2021 annual meeting of stockholders, approximately 75% of votes cast by our stockholders approved the compensation committee will evaluate whether any actions are necessary to address those concerns.of our named executive officers as disclosed in the 2021 proxy statement.
At our 2016 annual meeting of stockholders, our stockholders recommended that we hold a Say-on-Pay vote each year. Accordingly, we expect that the next Say-on-Pay vote after this year’s vote will take place at our 20212023 annual meeting of stockholders.stockholders and that we will hold a Say-on-Pay vote on an annual basis for the foreseeable future. We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensurealign management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “For” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statementProxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.” Approval of the advisory vote on the compensation of our named executive officers requires the approval of a majority of the voting power of the shares of our common stockVoting Stock present virtually or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares present virtually or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” this proposal. BrokerAny broker non-votes will have no effect on the outcome of the vote. As an advisory vote, this proposal is non-binding. Although the vote is non-binding, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
APPROVAL, ON AN ADVISORY BASIS, ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS. | | | ✔ | |
TABLE OF CONTENTS PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSThe Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders to indicate their preference at least once every six years regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every one year, two years or three years. Alternatively, stockholders may abstain from casting a vote. After considering the benefits and consequences of each alternative, our Board of Directors recommends that the advisory vote on the compensation of our named executive officers continue to be submitted to the stockholders every year. In formulating its recommendation, our Board of Directors considered that compensation decisions are made annually and that an annual advisory vote on executive compensation will allow stockholders to provide more frequent and direct input on our compensation philosophy, policies and practices. The alternative among one year, two years or three years that receives the highest number of votes from the holders of shares of our common stock present virtually or by proxy and entitled to vote at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal. While our Board of Directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding advisory votes on the compensation of our named executive officers should be held every year, two years or three years. Our Board of Directors and our Compensation Committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory votes on the compensation of our named executive officers. However, because this is an advisory vote and therefore not binding on our Board of Directors or our company, our Board of Directors may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our named executive officers more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our Board of Directors. | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “ONE YEAR.” | | | ✔ | |
TABLE OF CONTENTS PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our Audit Committee has appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our consolidated financial statements for our fiscal year ending January 31, 2021.2023. During our fiscal year ended January 31, 2020, E&Y2022, EY served as our independent registered public accounting firm. Notwithstanding the appointment of EY and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending January 31, 2021.2023. Our Audit Committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders. If our stockholders do not ratify the appointment of EY, our Board of Directors may reconsider the appointment. Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees for professional audit services and other services rendered to our company by EY for our fiscal years ended January 31, 20192021 and 2020,2022, respectively. | | | | 2019 | | 2020 | | | | 2021 | | 2022 | | | | Audit Fees(1) | | $2,840,475 | | $2,677,511 | | Audit Fees(1) | | $3,022,500 | | $2,675,542 | | | | Audit-Related Fees(2) | | $230,838 | | $— | | Tax Fees(2) | | $275,280 | | $632,417 | | | | Tax Fees(3) | | $210,967 | | $229,912 | | Total Fees | | $3,297,780 | | $3,307,959 | | | | Total Fees | | $3,282,280 | | $2,907,423 | | |
(1)
| Audit Fees consist of professional services provided in connection with the audit of our annual consolidated financial statements and the audit of internal control over financial reporting, including adoption of Financial Accounting Standards Board, Accounting Standards Codification Section (“ASC Topic”) 842, the review of our unaudited quarterly consolidated financial statements, and audit services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. In addition, fees consist of professional services rendered in connection with our Registration Statements on Form S-8. |
(2)
| Audit-Related Fees consist of fees related to the performance of the audit or review of our consolidated financial statements that are not reported under “Audit Fees”. This primarily consists of fees for professional services with respect to service organization controls (“SOC”) audits under Statement of Standards for Attestation Engagements (SSAE) No. 18. |
(3)
| Tax Fees consist of fees for professional services for tax compliance, tax adviceadvisory and tax planning. These services include assistance regarding federal, state and international tax compliance. |
Pursuant to its charter and the policy described further below, our Audit Committee pre-approves audit and non-audit services rendered by our independent registered public accounting firm, EY. Our Audit Committee has determined that the rendering of non-audit services for tax compliance, tax planning and tax consulting adviceadvisory by EY is compatible with maintaining the independence of EY. Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit Committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to EY for our fiscal years ended January 31, 20192021 and 20202022 were pre-approved by our Audit Committee. TABLE OF CONTENTS The ratification of the appointment of EY as our independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares of our common stockVoting Stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are treated as shares present virtually or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect ofas a vote “Against” the proposal andthis proposal. Any broker non-votes will have no effect.effect on the outcome of the vote. | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. | | | ✔ | |
TABLE OF CONTENTS REPORT OF THE AUDIT COMMITTEE The Audit Committee is a committee of the Board of Directors comprised solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the Securities and Exchange Commission (“SEC”).SEC. The Audit Committee operates under a written charter approved by the Board of Directors, which is available on the company’s website at http://www.box.com/investors.investors. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee periodically reviews and assesses the adequacy of its charter and the Audit Committee’s performance. With respect to the company’s financial reporting process, the management of the company is responsible for (1) establishing and maintaining internal controls and (2) preparing the company’s consolidated financial statements. The company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for performing an independent audit of the company’s consolidated financial statements and of the company’s internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare the company’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has: reviewed and discussed the audited financial statements with management and EY; discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with EY its independence. Based on the Audit Committee’s review and discussions with management and EY, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 20202022 for filing with the Securities and Exchange Commission. Respectfully submitted by the members of the Audit Committee of the Board of Directors: Jack Lazar (Chair)
Dana Evan (Chair)
Kim Hammonds
Rory O’Driscoll John Park This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statementProxy Statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act, of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. TABLE OF CONTENTS The following table identifies certain information about our executive officers as of March 31, 2020.May 1, 2022. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers. | | Aaron Levie | | | 3537
| | | Chairman and Chief Executive Officer
| | | | Dylan Smith | | | 3436
| | | Chief Financial Officer and Director | | | | Stephanie Carullo | | | 5154
| | | Chief Operating Officer | |
Aaron Levie co-founded our company, and has served as our Chairman since December 2013 and as our Chief Executive Officer and a member of our Board of Directors since April 2005. Mr. Levie also served as Chair of our Board of Directors from December 2013 to May 2021. Mr. Levie attended the University of Southern California from 2003 to 2005. Dylan Smith co-founded our company and has served as our Chief Financial Officer and as a member of our Board of Directors since April 2005. Mr. Smith holds a B.A. in Economics from Duke University. Stephanie Carullohas served as our Chief Operating Officer since August 2017. Prior to joining Box, from June 2016 to August 2017, Ms. Carullo served as an advisor at several privately held companies. From September 2015 to May 2016, Ms. Carullo was Head of Partnerships at Hampton Creek Inc., a food company. From September 2011 to August 2015, Ms. Carullo served as Vice President of U.S. Education Sales at Apple, Inc. Previously, Ms. Carullo served in various go-to-market leadership roles, including Vice President of Data Center and Virtualization Sales at Cisco, and sales leadership, general management, and consulting positions at IBM in Asia. Ms. Carullo holds a Bachelor of Arts Degree with Honors in Economic History from Monash University, Australia. TABLE OF CONTENTS Compensation Discussion and Analysis This Compensation Discussion and Analysis describes the material elements of our executive compensation program for our named executive officers. For our fiscal year ended January 31, 2020,2022, our named executive officers were: Aaron Levie, our Chairman and Chief Executive Officer; Dylan Smith, our Chief Financial Officer; and Stephanie Carullo, our Chief Operating Officer. Overview
We maintain the following good executive pay and corporate governance policies and practices:
| ✔
| | | Performance-based equity awards. The equity awards granted to our named executive officers in fiscal 2020 consisted entirely of performance-based options.
| | | ✘
| | | No single-trigger benefits. We do not provide any payments or benefits that vest or are paid solely upon a change in control.
| | | ✔
| | | Modest CEO compensation. Our Chief Executive Officer receives modest short-term compensation.
| | | ✘
| | | No guaranteed salary increases. We do not guarantee our named executive officers any salary increases.
| | | ✔
| | | Annual Say-on-Pay votes. We hold an annual Say-on-Pay vote, and our Compensation Committee considers the results of the vote when evaluating our executive compensation program.
| | | ✘
| | | No special perquisites. We do not provide our named executive officers with perquisites or other personal benefits that are not offered to all other employees.
| | | ✔
| | | Minimum stock ownership requirements. We have adopted policies with respect to minimum stock ownership requirements for our named executive officers.
| | | ✘
| | | No material tax gross-ups. We do not provide our named executive officers with any tax gross-ups.
| | | ✔
| | | Clawback policy. We adopted a policy that allows us to recover any cash or equity-based incentive compensation from our named executive officers when the payment of such compensation was based upon financial results that were subsequently the subject of a financial restatement.
| | | ✘
| | | No special retirement plans. We do not provide our named executive officers with any special executive retirement plans.
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Fiscal 2020 PerformanceOur Company
Box provides a leadingis the Content Cloud: one secure, cloud-native platform for managing the entire content journey. Content – from blueprints to wireframes, videos to documents, proprietary formats to PDFs – is the source of an organization’s unique value. Our cloud content management platform that enables organizationsour customers, including 67% of all sizesthe Fortune 500, to securely manage theirthe entire content lifecycle, from the moment a file is created or ingested to when it’s shared, edited, published, approved, signed, classified, and retained. Box keeps content secure and compliant, while also allowing easy secure access and sharing of this content from anywhere, on any device. With our Software-as-a-Service (“SaaS”) cloud content management(SaaS) platform, users can collaborate on content both internally and with external parties, automate content-driven business processes, develop custom applications, and implement data protection, security and compliance features to comply with legal and regulatory requirements, internal policies and industry standards and regulations. Box provides a single content platform that accelerates business processes, improves employee productivity, enables secure remote work, and protects an organization’s most valuable data. Our platform enables a broad set of high-value business use cases across an enterprise, across multipleenterprises, hundreds of file formats and media types, and user experiences. Our platform integrates with leading enterprise business applications, such as those offered by Microsoft, Salesforce, Google, IBM, Cisco and ServiceNow, and is compatible with multiple application environments, operating systems and devices, ensuring that workers havecan securely access to their critical business content whenever and wherever they need it. Fiscal 2022 Performance In ourOur fiscal year ended January 31, 2020,2022 marked substantial progress across all facets of our improvedbusiness – strategically, operationally and financially. Key financial results provide context for stockholders reviewing our executive compensation disclosures, including:
Revenue: Our revenue in fiscal year 2020 was $696.3 million, an increase of 14% from fiscal year 2019.
Non-GAAP Operating Income: In fiscal year 2020, we achieved our goal of reaching non-GAAP profitability for2022 included the first time in company history. Our non-GAAP operating income in fiscal year 2020 was $9.3 million, or 1% of revenue, an improvement over our prior fiscal year non-GAAP operating loss of $14.9 million, or 2% of revenue.following:
Non-GAAP Net Income Per Share, Basic and Diluted: Our non-GAAP net income per share in fiscal year 2020 was $0.03, an improvement over our prior fiscal year non-GAAP net loss per share of $0.12.
| • | Revenue: Our revenue in fiscal year 2022 was $874.3 million, an increase of 13% from fiscal year 2021. |
| • | Remaining Performance Obligations (RPO): Our remaining performance obligations as of January 31, 2022 were $1.1 billion, an increase of 19% from our remaining performance obligations as of January 31, 2021. |
| • | Non-GAAP Operating Income: Our non-GAAP operating income in fiscal year 2022 was $173.4 million, or 20% of revenue, an improvement over our prior fiscal year non-GAAP operating income of $118.8 million, or 15% of revenue. |
Revenue and non-GAAP operating income were elements of our incentive compensation plan for fiscal year 2020.2022. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 19, 2020,16, 2022, for a more detailed discussion of our fiscal year 20202022 financial results and, beginning on page 6063 of that Annual Report on Form 10-K, a discussion regarding, and reconciliation of, our non-GAAP to GAAP financial measures. TABLE OF CONTENTS Fiscal 20202022 Executive Compensation Highlights For our fiscal year ended January 31, 2020,2022, the key highlights of our executive compensation program included: | • | Below Market Short-Term and Long-Term CEO Compensation. Throughout his tenure as our Chief Executive Officer, Mr. Levie has expressed a preference to our Compensation Committee that his short-term compensation be modest so we couldto allow us to invest more in other areas of the business. Mr. Levie maintained this preference in fiscal year 20202022 and as such, his base salary and target total short-term compensation remained well below the 25th percentile in our compensation peer group. Additionally, Mr. Levie has declined to receive equity grants in all but one year since our initial public offering so thatto allow any equity awards he would have otherwise been granted in prior fiscal years wouldto be re-allocated to the overall equity budget used for issuance to our employees. Mr. Levie maintained that preference in fiscal year 20202022 and did not receive any equity grants (other than with respect to his fiscal year 2020 annual incentive2021 executive bonus plan compensation, which was paid out in the form of restricted stock unitsRSUs in lieu of cash)cash in line with our executive bonus plan).
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| • | Pay for Performance – Annual Incentive CompensationFiscal 2022 Executive Bonus Plan Payouts. A significant portion of ourOur named executive officers’ compensation wasofficers participated in variable incentive compensation to promotethe Fiscal 2022 Executive Bonus Plan (as defined below), which we believe promotes our pay for performance philosophy. Awards earned under this incentive compensation plan were calculated in dollar amounts and were then converted (based on the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant approval date) and were then converted and paid out in immediately-vested restrictedfully vested shares of Class A common stock units having an equivalent cash value to the award earned. While we exceeded each of the corporate goals linked to our incentive compensation plan for fiscal year 2020,For Fiscal 2023 Executive Bonus Plan payouts, our Compensation Committee electedcurrently intends to reduce the payout amountspay any awards earned by our named executive officers in lightan equal mix of cash and fully vested shares of our performance in the quarter ended January 31, 2020.Class A common stock.
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| • | Peer Group. We modified our compensation peer group to add fourfive new companies and remove fivethree former members of the compensation peer group that had been acquired or were no longer relevant.deemed by the Compensation Committee to be comparable to Box. Consistent with commonly viewed best practices, the fourfive new companies were selected based on their revenue, market capitalization, and growth trajectory and headquarters location when the compensation peer group was determined.
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| • | IncreasesNo Changes to Salaries and Target Short-Term Compensation. In fiscal year 2020,2022, we maintained the salaries and target bonus percentages of our named executive officers. We increased Mr. Smith’s base salary, raising his overall target short-term compensation, to be more competitive with similarly situated executives of our compensation peer group. Although Mr. Levie’s short-term compensation was well below comparable compensation for the CEOs of our peer group in fiscal year 2020, Mr. Levie continued to prefer to receive modest short-term compensation and declined our Compensation Committee’s recommendation to increase his target bonus percentage and base salary.
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• | Performance-based Stock Options. As in many prior years, in fiscal year 2020, Mr. Levie requested that any equity awards he would have otherwise been granted be re-allocated to the overall equity budget used for issuance to our employees. To further align our stockholders’ interests with Mr. Smith’s and Ms. Carullo’s interests, stock options were granted in the form of performance-based stock options to
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TABLE OF CONTENTS Overview The Compensation Committee reviews on an ongoing basis the company’s executive compensation program to evaluate whether it supports the company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives and are aligned with stockholder interests: | | ✔ | | | Modest CEO compensation. Our Chief Executive Officer receives modest short-term compensation and minimal equity compensation grants. | | | ✘ | | | No single-trigger benefits. We do not provide our named executive officers with any payments or benefits that vest or are paid solely upon a change in control. | | | | ✔ | | | Annual Say-on-Pay votes. We hold an annual Say-on-Pay vote, and our Compensation Committee considers the results of the vote when evaluating our executive compensation program. | | | ✘ | | | No guaranteed salary increases. We do not guarantee our named executive officers any salary increases. | | | | ✔ | | | Stock ownership requirements. We have adopted policies with respect to minimum stock ownership requirements for our named executive officers and members of our Board of Directors. | | | ✘ | | | No special perquisites. We do not provide our named executive officers with perquisites or other personal benefits that are not generally offered to all other employees. | | | | ✔ | | | Clawback policy. We adopted a policy that allows us to recover any cash or equity-based incentive compensation from our named executive officers when the payment of such compensation was based upon financial results that were subsequently the subject of a financial restatement. | | | ✘ | | | No tax gross-ups. We do not provide our named executive officers with any tax gross-ups. | | | | ✔ | | | Significant amount of compensation at-risk. A significant portion of our named executive officers’ compensation is at-risk compensation that is tied to achievement of corporate goals pursuant to our Executive Bonus Plan or our stock price. | | | ✘ | | | No special retirement plans. We do not provide our named executive officers with any special executive retirement plans. | | | | ✔ | | | Peer group review. We engage an outside compensation consultant to assist us in annually developing and updating a group of peer companies based on our selection criteria to help us determine named executive officer compensation. | | | | | | | |
TABLE OF CONTENTS Mr. Smith and Ms. Carullo in fiscal year 2020. The awards increased Mr. Smith’s and Ms. Carullo’s respective total unvested equity to a level competitive with that provided by companies in our compensation peer group. These performance-based stock options vest only to the extent that both the performance-based and time-based conditions are satisfied. The performance-based vesting condition will be satisfied if, before the four-year anniversary of the grant date, the closing price of our Class A common stock is closed at a level 25% higher than the 30-trading day trailing average prior to the grant date for 30 consecutive trading days prior to the four-year anniversary of the grant date. The time-based vesting condition will be satisfied over the following four-year schedule: 1/4th of the vesting condition is satisfied on March 20, 2020, and the remaining 1/48th of the option’s time-based vesting condition is satisfied monthly thereafter, subject to continued employment through each such date.
Compensation Philosophy Our executive compensation program is structured to provide compensation plans, policies, and programs that attract and retain the best talent for positions of substantial responsibility, provide incentives for such persons to perform to the best of their abilities, and to promote the success of our business. The following table identifies the main elements of our Fiscal 2022 executive compensation program and the reasons for each: | | Base Salary
| | | Provide our named executive officers compensation for their services based on their knowledge, skills, past performance, and experience
| | | Variable Incentive Compensation
| | | Encourage our named executive officers to achieve short-term individual and company goals that drive our growth
| | | Equity
| | | Provide long-term retention and incentives to our named executive officers that align their interests with our stockholders’ interests
| | | Welfare and Other Employee Benefits
| | | Provide for our named executive officers’ health and well-being
| | | Change in Control and Severance Benefits
| | | Provide our named executive officers with a measure of security in order to minimize any distractions related to termination of employment and/or change in control and allow our named executive officers to focus on their duties and responsibilities to maximize stockholder value
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Impact of 2019 Stockholder Advisory Vote on Compensation of Named Executive Officers
We conducted a Say-on-Pay vote at our 2019 annual meeting of stockholders. Approximately 94.35% of the votes cast by stockholders were in favor of approving the compensation of our named executive officers. While evaluating our executive compensation program in 2020, our Compensation Committee considered the results and maintained the compensation philosophy and objectives and general approach to executive compensation from the prior year.
Processes and Procedures for Compensation DecisionsOur Compensation Committee is responsible for the compensation program for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions.
Involvement of Management
In fiscal year 2020, typically, our Chief Executive Officer, Chief Financial Officer, Chief People Officer and our General Counsel, and certain other management team members, attended Compensation Committee meetings and were involved in the determination of compensation for our other executive officers. These senior executive officers made recommendations to our Compensation Committee regarding short-term and long-term compensation for all executive officers (other than with respect to their own compensation) based on our results, an individual executive officer’s contribution toward these results, and each individual’s performance against their individual goals. Our Compensation Committee then reviewed the recommendations and other data provided by outside compensation advisors and management and made decisions as to compensation for each executive officer.
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Use of Outside Advisors
Our Compensation Committee is authorized to retain the services of executive compensation advisors, as it sees fit, for the establishment of our compensation programs and related policies. For our fiscal year ended January 31, 2020, our Compensation Committee retained Compensia, a national compensation consulting firm, to provide it with information, recommendations, and other advice relating to executive compensation on an ongoing basis. Compensia serves at the discretion of our Compensation Committee. Among other things, our Compensation Committee engaged Compensia to assist in developing and updating an appropriate group of peer companies to help us determine the level of overall compensation for our executive officers and assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive, fair, motivating and retentive.
Peer Group Compensation DataWith Compensia’s assistance, our Compensation Committee approved a group of public companies to be included when conducting a competitive market analysis of executive officer compensation. For our compensation decisions made prior to June 2019, which included Mr. Smith’s base salary increase and our named executive officers’ equity awards approved in April 2019, our compensation peer group was made up of publicly-traded companies in the software & services industry that generally had revenues between $200 million and $1.1 billion, experienced strong year-over-year growth in revenue, and had a market capitalization between $1 billion and $9 billion.
In July 2019, our Compensation Committee re-analyzed our compensation peer group to inform its executive compensation review and, in light of the growth in size of three companies and the acquisition of two companies in our peer group, removed five companies from and added four new companies to our compensation peer group. This modified compensation peer group is made up of publicly-traded companies in the software & services industry that generally had revenues between $240 million and $1.5 billion, experienced strong year-over-year growth in revenue, and had a market capitalization between $880 million and $8.8 billion. The two compensation peer groups used in fiscal year 2020 were:
| Benefitfocus, Inc.
| | | | | | Benefitfocus, Inc.
| | | Cloudera, Inc.
| | | | | | Cloudera, Inc.
| | | Cornerstone OnDemand Inc.
| | | | | | Cornerstone OnDemand Inc.
| | | DocuSign, Inc.
| | | | | | DocuSign, Inc.
| | | FireEye, Inc.
| | | | | | FireEye, Inc.
| | | | | | Added
| | | ForeScout Technologies, Inc.
| | | Guidewire Software, Inc.
| | | | | | Guidewire Software, Inc.
| | | Hortonworks, Inc.
| | | Removed
| | | | | | HubSpot, Inc.
| | | | | | HubSpot, Inc.
| | | Imperva Inc.
| | | Removed
| | | | | | LogMeIn, Inc.
| | | | | | LogMeIn, Inc.
| | | New Relic, Inc.
| | | | | | New Relic, Inc.
| | | Nutanix, Inc.
| | | | | | Nutanix, Inc.
| | | Okta, Inc.
| | | | | | Okta, Inc.
| | | Pivotal Software, Inc.
| | | | | | Pivotal Software, Inc.
| | | Proofpoint Inc.
| | | | | | Proofpoint Inc.
| | | RingCentral, Inc.
| | | | | | RingCentral, Inc.
| | | | | | Added
| | | SecureWorks Corp.
| | | | | | Added
| | | SVMK Inc.
| | | Tableau Software Inc.
| | | Removed
| | | | | | Twilio Inc.
| | | Removed
| | | | | | Yelp Inc.
| | | Removed
| | | | | | Zendesk, Inc.
| | | | | | Zendesk, Inc.
| | | | | | Added
| | | Zuora, Inc.
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Our Compensation Committee believed these companies were appropriate for our compensation peer group because they were similarly sized, operated in the same or similar industries as us, had similar growth trajectories, and reflected our competitive market for senior executives.
In setting the elements of compensation for our named executive officers, our Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total short-term compensation (i.e., base salary plus target incentive opportunity), annual long-term incentive, and total direct compensation values for our named executive officers and those of similarly situated executives of our compensation peer group. Compensia provided data at the 25th, 50th, 60th, and 75th percentiles for such compensation, and our Compensation Committee used this data as a reference. Our Compensation Committee did not benchmark any compensation element to a specific percentile, and our Compensation Committee instead set our named executive officers’ compensation at levels it deemed appropriate after considering such other factors as each of our named executive officers’ contributions, our short-term and long-term objectives, and prevailing market conditions.
Executive Compensation Program ElementsThe following sections describe each element of our executive compensation program, provide the rationale for each such element, and explain how our Compensation Committee determined compensation amounts and awards for our fiscal year ended January 31, 2020.
Base Salary | | Base salary is the main fixed element ofProvide our named executive officers compensation for their services based on their knowledge, skills, past performance, and experience
| | | | Performance-based Bonuses | | | Encourage our named executive officers to achieve short-term individual and company goals that drive our growth | | | | Time-based Equity Awards | | | Provide long-term retention and incentives to our named executive officers that align their interests with our stockholders’ interests | | | | Welfare and Other Employee Benefits | | | Provide for our named executive officers’ short-term compensation. Base salary compensateshealth and well-being consistent with the benefits received by our other employees | | | | Change in Control and Severance Benefits | | | Provide our named executive officers for services they providewith a measure of security in order to us during the fiscal year. Our Compensation Committee typically performs an annual review during which it considers adjustmentsminimize any distractions related to termination of employment and/or change in control and allow our named executive officers’ base salariesofficers to focus on their duties and responsibilities to maximize stockholder value | |
Impact of 2021 Stockholder Advisory Vote on Compensation of Named Executive Officers We conducted a Say-on-Pay vote at our 2021 annual meeting of stockholders. Approximately 75% of the votes cast by stockholders were in favor of approving the compensation of our named executive officers. While evaluating our executive compensation program in fiscal year 2022, our Compensation Committee considered the results and maintained the compensation philosophy and objectives and general approach to executive compensation from the prior year. Processes and Procedures for Compensation Decisions Our Compensation Committee is responsible for the compensation program for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions. Involvement of Management In fiscal year 2022, our Chief Executive Officer, Chief People Officer, and certain other management team members typically attended Compensation Committee meetings and were involved in the determination of compensation for our other executives. These senior executives made recommendations to our Compensation Committee regarding short-term and long-term compensation for all executives (other than with respect to their own compensation) based on our results, an individual executive’s contribution toward these results, and each individual’s performance against their individual goals. Our Compensation Committee then reviewed the recommendations and other data provided by outside compensation advisors and management and made decisions as to the compensation for each executive. TABLE OF CONTENTS Use of Outside Advisors Our Compensation Committee is authorized to retain the services of executive compensation advisors, as it sees fit, for the establishment of our compensation programs and related policies and adjustments to the compensation elements and amounts. For our fiscal year ended January 31, 2022, our Compensation Committee retained Compensia, a national compensation consulting firm, to provide it with information, recommendations, and other advice relating to executive compensation on an ongoing basis. Compensia serves at the discretion of our Compensation Committee. Among other things, our Compensation Committee engaged Compensia to assist in developing and updating a group of peer companies to help us determine the level of overall compensation for our executives and assess each separate element of compensation, with a goal of providing compensation that is competitive, fair, motivating and retentive. The Compensation Committee reviewed the independence of Compensia under New York Stock Exchange and SEC rules and concluded that the work of Compensia has not raised any conflict of interest. Stockholder Engagement As owners of Box, we value our stockholders’ opinions and feedback on topics of interest to our stockholders, including on our executive officer and director compensation program and environmental, social and governance matters. Maintaining an active dialogue with our stockholders is consistent with our corporate values of transparency and accountability, and we intend to continue these efforts in the future. The feedback we receive from stockholders from our outreach program helps our Board of Directors, leadership team, and employees develop a mutual understanding and trust with our stockholders. Members of our Board of Directors and senior executives directly engage from time to time with stockholders to hear unfiltered concerns and perspectives that shape our core strategy and other decisions on matters of interest to our stockholders. As discussed below, after receiving feedback that stockholders would like to see a portion of the equity compensation for our named executive officers to be in the form of performance-based awards, for fiscal 2023 awards the equity grants made to Mr. Smith and Ms. Carullo were equally split between time-based awards and performance-based awards. Peer Group Compensation Data With Compensia’s assistance, our Compensation Committee approved a group of public companies to be used when conducting a competitive market analysis of executive officer compensation. For our compensation decisions made on or before June 2021, which included our named executive officers’ equity awards approved in March 2021, our compensation peer group was made up of publicly-traded companies in the software industry that generally had revenues between $290 million and $1.8 billion, a market capitalization between $850 million and $8.4 billion, a three-year compound annual growth rate (“CAGR”) below 20%, and generally were headquartered in California. TABLE OF CONTENTS In June 2021, our Compensation Committee re-assessed our compensation peer group based on an updated set of compensation peer group selection criteria. Using that updated criteria, our Compensation Committee approved an updated compensation peer group made up of publicly-traded companies in the software industry that generally had revenues between $300 million and $1.9 billion, a market capitalization between $1.1 billion and $10.7 billion, a three-year CAGR below 20%, and generally are headquartered in California. The two compensation peer groups used in fiscal year 2022 were: | | 8x8 Inc. | | | | | | 8x8 Inc. | | | | Cloudera, Inc. | | | | | | Cloudera, Inc. | | | | Cornerstone OnDemand Inc. | | | | | | Cornerstone OnDemand Inc. | | | | | | | Added | | | Dropbox, Inc. | | | | FireEye, Inc. | | | | | | FireEye, Inc. | | | | Five9 Inc. | | | | | | Five9 Inc. | | | | ForeScout Technologies, Inc. | | | Removed | | | | | | | Guidewire Software, Inc. | | | | | | Guidewire Software, Inc. | | | | HubSpot, Inc. | | | Removed | | | | | | | | | | Added | | | Medallia, Inc. | | | | Momentive Global Inc.
In April 2019, Mr. Smith received an increase in base salary from $350,000 to $370,000 to be more competitive with similarly situated executives at the(formerly SVMK Inc.)
| | | | | | Momentive Global Inc. | | | | New Relic, Inc. | | | | | | New Relic, Inc. | | | | Nutanix, Inc. | | | | | | Nutanix, Inc. | | | | | | | Added | | | PagerDuty, Inc. | | | | Proofpoint Inc. | | | | | | Proofpoint Inc. | | | | Qualys, Inc. | | | | | | Qualys, Inc. | | | | RealPage, Inc. | | | Removed | | | | | | | SolarWinds Inc. | | | | | | SolarWinds Inc. | | | | | | | Added | | | Stamps.com Inc. | | | | | | | Added | | | Verint Systems Inc. | | | | Zendesk, Inc. | | | | | | Zendesk, Inc. | | | | Zuora, Inc. | | | | | | Zuora, Inc. | |
Our Compensation Committee believed these companies were appropriate for our compensation peer group because they were viewed as similarly sized, operated in the same or similar industries as us, had similar growth trajectories, and reflected our competitive market for senior executives. In setting the elements of compensation for our named executive officers, our Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total short-term compensation (i.e., base salary plus target incentive opportunity), annual long-term incentive, and total direct compensation values for our named executive officers and those of similarly situated executives of our compensation peer group. Compensia provided data at the 25th, 50th, 60th, and 75th percentiles for such compensation, and our Compensation Committee used this data as a reference. Our Compensation Committee did not benchmark any compensation element to a specific percentile, and our Compensation Committee instead set our named executive officers’ compensation at levels it deemed appropriate after considering other factors, such as each of our named executive officers’ contributions, our short-term and long-term objectives, and prevailing market conditions. TABLE OF CONTENTS Executive Compensation Program Elements The following sections describe each element of our executive compensation program, provide the rationale for each such element, and explain how our Compensation Committee determined compensation amounts and awards for our fiscal year ended January 31, 2022. Base Salary Base salary is the main fixed element of our named executive officers’ short-term compensation. Base salary compensates our named executive officers for services they provide to us during the fiscal year. Our Compensation Committee typically performs an annual review during which it considers adjustments to our named executive officers’ base salaries after considering such factors as the prevailing market conditions and the named executive officer’s responsibilities, knowledge, skills, experience, and performance. These adjustments allow us to remain competitive in attracting and retaining executive talent. In fiscal year 2022, our compensation peer group. Our Compensation Committee did not make any adjustments to the base salaries of our other named executive officers. The base salaries of our named executive officers during fiscal year 2022 are listed in the table below. | | Mr. Levie | | | $180,000 | | | $180,000 | | | | Ms. Carullo | | | $370,000 | | | $370,000 | | | | Mr. Smith | | | $350,000 | | | $370,000 | |
| | Mr. Levie | | | $180,000 | | | | Ms. Carullo | | | $370,000 | | | | Mr. Smith | | | $370,000 | |
The total base salaries earned by our named executive officers during our fiscal year ended January 31, 2022 are listed in the “Summary Compensation Table for Fiscal Year 2022” below. Non-Equity Incentive Plan Compensation We use performance-based incentives to motivate our named executive officers to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our Compensation Committee adopts the performance criteria and targets for the incentive compensation plan for that fiscal year, which identifies the plan participants and establishes the target incentive opportunity for each participant, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Payments under our incentive compensation plan for fiscal year 2022 were made in RSUs. For fiscal 2023 Executive Bonus Plan payouts, our Compensation Committee currently intends to pay any awards earned by our named executive officers in an equal mix of cash and fully vested shares of our Class A common stock. Fiscal Year 2022 Bonus Plan
| • | Overview and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our Compensation Committee adopts the performance criteria and targets for the incentive compensation plan for that fiscal year, which identifies the plan participants and establishes the target incentive opportunity for each participant, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Payments under our incentive compensation plan may be made in cash or cash equivalents at the discretion of our Compensation Committee. Fiscal Year 2020 Bonus Plan.
Overview & Structure. In April 2019,March 2021, our Compensation Committee adopted and approved the performance criteria and targets for fiscal year 2020 under our omnibus Executive Incentive Plan for fiscal year 2022 (the
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“Fiscal 2020 “Fiscal 2022 Executive Bonus Plan”). Effective April 2019, theThe Fiscal 20202022 Executive Bonus Plan provided for potential performance-based incentive payouts to all non-sales employees at the grade of director or higher, including our named executive officers.
The Fiscal 2020 Executive Bonus Plan provided opportunities for incentive compensation payoutsofficers based on our actualthe achievement of pre-established corporate financial objectives. The target levels for the financial objectives were set at target levels determined to be challenging and requiring substantial skill and effort by senior management. The Fiscal 2020 Executive Bonus Plan provided for an annual performance period with annual payouts and was designed this way because it gave our Compensation Committee a full yearmanagement to assess performance against our annual operating plan.achieve.
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| • | Target Annual Incentive Compensation Opportunities. In April 2019,March 2021, in connection with its review of our executive compensation program, our Compensation Committee approved the target annual incentive compensation opportunities of our named executive officers, as set forth in the table below. In setting the target annual incentive compensation opportunities, our Compensation Committee considered each named executive officer’s performance, individual contributions, responsibilities, experience, prior annual incentive compensation amount, and peer group market data. Our Compensation Committee has set the target annual incentive compensation opportunities for our named executive officers as percentages of their base salaries paid throughout the year. For fiscal year 2020,
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For fiscal year 2022, our Compensation Committee maintained the percentages for our named executive officers from those determined for fiscal year 2021. TABLE OF CONTENTS The target annual incentive compensation opportunities established for fiscal year 2022 for our named executive officers were: | | Mr. Levie | | | 55% | | | $99,000 | | | | Ms. Carullo | | | 55% | | | $203,500 | | | | Mr. Smith | | | 55% | | | $203,500 | |
| • | Corporate Performance Measures. To measure the performance of our named executive officers from those determined for fiscal year 2019. The target annual incentive compensation opportunities established for fiscal year 2020 for our named executive officers us were:
| | Mr. Levie | | | 55% | | | $99,000 | | | | Ms. Carullo | | | 55% | | | $203,500 | | | | Mr. Smith | | | 55% | | | $201,722 | |
Corporate Performance Measures. To measure performance for the Fiscal 20202022 Executive Bonus Plan, our Compensation Committee selected revenue and non-GAAP operating income as those measures were deemed as best supporting the corporate performance measures that best supportedachievement of our annual operating plan and enhancedenhancing long-term value creation. We define (i) “revenue” as GAAP revenue as reflected in our quarterly and annual financial statements; and (ii) non-GAAP operating income as GAAP operating income as reflected in our quarterly and annual financial statements adjusted to exclude expenses related to stock-based compensation, intangible assets amortization, and other special non-recurring items. Each element was weighted equally under the Fiscal 20202022 Executive Bonus Plan.
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The targets required for 100% achievement under our Fiscal 2022 Executive Bonus Plan and our results were: | | Revenue | | | $844.0 | | | $874.3 | | | 103.6% | | | | Non-GAAP Operating Income | | | $139.9 | | | $173.4 | | | 124.0% | |
| • | The targets required for 100% achievement under our Fiscal 2020 Executive Bonus Plan and our results were:
| | Revenue | | | $702.0 | | | $696.3 | | | 99.2% | | | | Non-GAAP Operating Income | | | $0.7 | | | $9.3 | | | 1,296.4% | |
Methodology. Our Compensation Committee assesses performance and determines payouts under either of our bonus plansFiscal 2022 Executive Bonus Plan in a two-part process: (1) first, our Compensation Committee measures actual performance against the pre-established goals for the annual performance period; and (2) second, after the end of the performance period, our Compensation Committee exercises discretion to determine the actual payout. As a threshold matter, our named executive officers were eligible for annual incentive compensation payouts with respect to the revenue component only if we met or exceeded 95% of the TABLE OF CONTENTS
revenue target for our fiscal year ended January 31, 20202022 and with respect to the non-GAAP operating income component only if we met or exceeded 80% of the non-GAAP operating income target for our fiscal year ended January 31, 2020.2022. High thresholds are required to ensure that significant achievement is a prerequisite to receive any incentive payment. With respect to the revenue component, achievementperformance measure, the payment percentage equals paymentthe percentage of the revenue target that was achieved until 103% achievement, and achievement over 103% may be rewarded using an “accelerator” where each point of performance above 103% achievement increases the payout percentage by two percentage points. With respect to the non-GAAP operating income component, achievement at 80% equals a payout percentage of 25%, and the payout percentage is increased (1) by 3.75 percentage points for each point of performance above 80% (until a payout percentage of 100% for performance at 100%) and (2) by two-thirds of a0.133 percentage pointpoints for each 5 pointspoint of performance above 100%, up to a maximum payout percentage of 110%.
The payout curves for the revenue and non-GAAP operating income metrics are illustrated below. |
TABLE OF CONTENTS | • | Caps on Payment. The cap on total payouts of the non-GAAP operating income component was set to manage potential incentive compensation costs and maintain appropriate incentives for our named executive officers.
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| • | Performance in Fiscal Year 20202022 and Related Payout. For fiscal year 2020,2022, we exceeded the Fiscal 2020 Executive Bonus Plan as follows: (1)achieved approximately 99.2% achievement in103.6% of target revenue and (2) approximately 1,296.4% achievement in124.0% of target non-GAAP operating income. The revenue measure achievement resulted in a payout percentage of 99.2%104.2% of target and the non-GAAP operating income measure achievement resulted in a payout percentage of 110%103.2% of target. As each metric was weighted 50%, this resulted in a calculated payout percentage of approximately 104.6%. In light of corporate performance for the quarter ended January 31, 2020, the103.7%, and our Compensation Committee exercised its discretiondid not make any adjustment to adjust the payouts for our named executive officers down to approximately 50% of their bonus targets. The intended values of the total payouts to our named executive officers under the Fiscal 2020this payout percentage. |
The intended values of the total payouts to our named executive officers under the Fiscal 2022 Executive Bonus Plan were: | | Mr. Levie | | | $99,000 | | | $102,653 | | | | Ms. Carullo | | | $203,500 | | | $211,009 | | | | Mr. Smith | | | $203,500 | | | $211,009 | |
The payouts were made in the form of fully vested RSUs. The number of RSUs each named executive officer received equaled the dollar value of their actual award payment divided by the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant approval date. The value of the RSUs received in settlement of these bonuses under the Fiscal 2022 Executive Bonus Plan are listed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table for Fiscal Year 2022” below. Since the intended payout values above were converted into a number of RSUs based on the 30-trading day average closing price described above, the values set forth in the Summary Compensation Table for fiscal year 2022 (which were instead calculated based on the closing price of our Class A common stock on the date the RSUs were granted, in accordance with FASB ASC Topic 718) are different from the payout values set forth in the table above. | | Mr. Levie | | | $99,000 | | | $49,500 | | | | Ms. Carullo | | | $203,500 | | | $101,750 | | | | Mr. Smith | | | $201,722 | | | $100,861 | |
The payouts were made in the form of fully vested restricted stock units. The number of restricted stock units each named executive officer received equaled the dollar value of his or her actual award payment divided by the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading date before the grant date.
The actual values of the incentive awards earned by our named executive officers under the Fiscal 2020 Executive Bonus Plan are listed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table for Fiscal Year 2020” below. As described above and in the footnotes to the 2020 Summary Compensation Table, each earned incentive award was paid in the form of fully vested restricted units for fiscal years 2019 and 2020, and the grant date fair values of these fully vested restricted stock units (which represent the values ultimately received by our named executive officers) are listed in the “Grants of Plan-Based Awards in Fiscal Year 2020” table below. Since the intended payout values above were converted into a number of restricted stock units based on the 30-trading day average closing price described above, the grant date fair values (which were instead calculated based on the closing price of our Class A common stock on the date the restricted stock units were granted, in accordance with FASB ASC Topic 718) are different from the payout values.TABLE OF CONTENTS Equity Awards TheOur Compensation Committee grants equity awards to all of our employees, including our named executive officers soin order to align their long-term interests are aligned with our stockholders’ interests.
TABLE OF CONTENTS
TheOur Compensation Committee determines the size of the equity awards we grant to our named executive officers in connection with their hire through arm’s-length negotiation, considering such factors as the prevailing market conditions, market data for new-hire awards, the named executive officer’s expected short-term compensation, the equity award’s potential incentive and retention value, and the named executive officer’s prospective role and responsibilities.
TheOur Compensation Committee also periodically grants equity awards to our named executive officers for promotions, as additional incentive to continue service with us, or to recognize exceptional corporate and individual performance. The Compensation Committee does not apply a fixed formula when determining the size of these equity awards because we grant an amount of equity that it believes properly rewards the named executive officer for his or her contributiontheir contributions to the growth in our long-term stockholder value. In doing so, the Compensation Committee considers factors such as the economic value of the named executive officer’s unvested equity awards and the ability of this equity to satisfy our retention objectives; the named executive officer’s performance, contributions, responsibilities, and experience; the equity awards granted by our compensation peer group to similarly situated executives; a compensation analysis performed by Compensia; and other internal equity considerations.
InFor fiscal year 2022 grants, granted in April 2019, after2021, in light of the reduced predictability in business outcomes during the recovery from the COVID-19 pandemic, the Compensation Committee decided to focus on retention and stability and accomplished these goals by awarding long-term compensation through time-based RSUs. After considering the peer group data provided by Compensia, the unvested equity award holding value and the anticipated future contributions of our named executive officers, our Compensation Committee grantedapproved the grant of annual equity awards to Mr. Smith and Ms. Carullo at a level deemed competitive with the annual long-term incentives provided by the companies in our compensation peer group to similarly situated executives, as follows: (i) a performance-based stock option covering 300,000 sharesan award of 175,000 RSUs to Mr. Smith, and (ii) a performance-based stock option covering 200,000 sharesan award of 150,000 RSUs to Ms. Carullo. Mr. Levie requested that any equity awards he would have otherwise been granted be re-allocated to the overall equity budget for issuance to our employees.
Mr. Smith’s and Ms. Carullo’s awards of RSUs each was scheduled to vest as to one-sixthteenth of the award on June 20, 2021 and as to one-sixthteenth of the award each quarter thereafter, subject to their continued service with us through the applicable vesting date. In response to stockholder feedback, for fiscal 2023 Mr. Smith and Ms. Carullo were awarded annual equity awards split equally between awards that vest solely based on service and awards that have an additional performance requirement based on performance against revenue and non-GAAP operating income targets for fiscal 2023. Mr. Levie received performance-based stock options (instead of receivingno fiscal 2023 equity awards of restricted stock units) because the Compensation Committee believed it appropriate to more directly tie their incentive opportunity to increases in stockholder value. These performance-based stock options vest onlyhe requested that any awards he would have otherwise been granted be re-allocated to the extent that both the performance-based and time-based conditions are satisfied. The performance-based vesting condition will be satisfied if, before the four-year anniversary of the grant date, the closing price ofoverall equity budget for issuance to our Class A common stock is closed at a level 25% higher than the 30-trading day trailing average prior to the grant date for 30 consecutive trading days prior to the four-year anniversary of the grant date. The time-based vesting condition will be satisfied over the following four-year schedule: 1/4th of the vesting condition is satisfied on March 20, 2020, and the remaining 1/48th of the option’s time-based vesting condition is satisfied monthly thereafter, subject to continued employment through each such date.employees. Employee Benefit Plans Our named executive officers participate in our employee benefits programs on the same terms as our other U.S.-based, full-time employees with no special executive programs. We have a 401(k) Savings Plan (the “401(k) Plan”) which qualifies as a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code.. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. We have not made any matching contributions to date. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to our employees until they are distributed from the 401(k) Plan, and any contributions we make are deductible by us when made. We maintain other welfare benefit plans, including health, dental and vision insurance; medical and dependent care flexible spending accounts; short- and long-term disability insurance; life insurance; and accidental death and dismemberment insurance, which we believe are generally consistent with those offered by companies we compete with for employees. For our fiscal year ended January 31, 2020,2022, we also paid certain amounts on behalf of our named executive officers for basic life insurance, as indicated in the “Summary Compensation Table for Fiscal Year 20202022” below. TABLE OF CONTENTS Perquisites and Other Personal Benefits We currently do not provide perquisites or other personal benefits to our named executive officers, but we may provide perquisites or other personal benefits in the future for purposes of recruitment, motivation, or retention; to assist an individual named executive officer in the performance of his or hertheir duties; and in other limited circumstances. Our Compensation Committee will periodically review and approve all future practices concerning perquisites and other personal benefits. Change in Control and Severance Arrangements We have entered into change in control and severance agreements, or change in control agreements with our named executive officers, which require us to make specific payments and benefits in connection with the termination of such named executive officers’ employment under certain circumstances. We believe that these change in control agreements provide retention value by encouraging our named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment or a potential change in control, allowing our named executive officers to focus on their duties and responsibilities. Under these arrangements, a change in control is generally defined as a change in more than 50% of the total voting power of our stock, certain changes in the majority composition of the Board during a 12-month period, or a change in the ownership of a substantial portion of the company’s assets. In June 2021, our Compensation Committee approved an amendment to our 2015 Equity Incentive Plan to provide that if the service of a participant (including each named executive officer) ceases as a result of the participant’s death or disability, the vesting of all of his or her outstanding awards granted under our 2015 Equity Incentive Plan will accelerate. For a summary of the material terms and conditions of these severance and change in control arrangements and this vesting acceleration provision under our 2015 Equity Incentive Plan, see the section titled “Potential Payments upon Termination or Change in Control” contained in this proxy statement.Proxy Statement. Stock Ownership Guidelines and Clawback Policy Our Board of Directors believes that our directors and named executive officers should hold a meaningful financial stake in the company in order to further align their interests with those of our stockholders. As such, our Board of Directors has adopted stock ownership guidelines in December 2019. Under these guidelines,that require our executive officers and non-employee directors are required to achieve thesespecified ownership levels withinby the later of (i) five years of such individual’s appointment election or promotion date, as applicable, and (ii) July 2, 2024. A full description of our current stock ownership guidelines is available on our website at http://www.box.com/investors and areis summarized as follows: Each non-employee director must own company stock with a value of three times the annual cash retainer for Board service;
Ourour Chief Executive Officer must own company stock with a value of four times his/herhis annual base salary; and
Allall other named executive officers (except for the Chief Executive Officer) must own company stock with a value of one times his/hertheir annual base salary.
As of January 31, 2020,2022, all of our directors and named executive officers met, exceeded, or arewere on track to meet these ownership guidelines within the time frames set out above based on their respective rates of stock accumulation. Clawback Policy In December 2019, ourOur Board has also adopted a clawback policy (the “Clawback Policy”) permitting the company to seek the recovery of cash-based incentive compensation or performance-based equity compensation paid to certain current and former officers of the company who are subject to Section 16 of the Securities Exchange Act of 1934.Act. The Clawback Policy provides that the company may seek recovery if (i) the company materially restates all or a portion of its financial statements; (ii) the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of financial or operating results paid to a participant would have been less if the financial statements had been correct at the time the incentive compensation was originally calculated or determined; (iii) no more than three years have elapsed since the original filing date of the financial statements upon which the incentive compensation was calculated or determined; and (iv) theour Compensation Committee concludes, in its sole discretion, that the gross negligence, intentional misconduct or fraud by such participant caused or partially caused the material restatement of all or a portion of the financial statement(s) and that such participant should repay to the company all of the recoverable compensation.
TABLE OF CONTENTS Insider Trading Policy and Use of 10b5-1 Trading Plans Our insider trading policy prohibits all directors and employees (including our named executive officers) from engaging in the following activities with respect to our common stock: trading in derivative securities, hedging transactions, short sales, pledging stock as collateral, or holding stock in a margin account. From time to time, our officers and directors may elect to enter into 10b5-1 trading plans. As of May 1, 2020, Messrs. Leviethe date of this Proxy Statement, Ms. Hammonds and Mr. Smith had active 10b5-1 trading plans. Tax and Accounting ConsiderationsDeductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”), as amended, limits the amount we may deduct from our federal income taxes for compensation paid to any person who has served as our CEO, CFO, and each of our next three most highly compensated executive officers (“covered employees”) to $1 million per executive. While our compensation committee is mindful of the benefit of being able to fully deduct the compensation paid to our executives, our compensation committee believes that we should retain the flexibility to compensate our executive officers in a manner that can best promote our business objectives. Therefore, our compensation committee intends to continue to compensate our executives in a manner consistent with the best interests of our company and our stockholders, even if such compensation is not fully deductible.
“Parachute Payments” and Deferred Compensation
Certain service providers may be subject to an excise tax under Section 4999 of the Internal Revenue Code if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and we, or a successor, may forfeit a deduction on the amounts subject to this excise tax under Section 280G of the Internal Revenue Code. Section 409A of the Internal Revenue Code (“Section 409A”) imposes significant additional taxes on a service provider if the service provider receives “deferred compensation” that does not meet the requirements of Section 409A.
In our fiscal year ended January 31, 2020, we did not provide (and had no agreements or obligations to provide) any of our named executive officers with a “gross-up” payment or other reimbursement for any excise tax liability he or she might owe under Section 4999 or for any additional tax he or she might owe under Section 409A.
Accounting Considerations Authoritative accounting guidance on stock compensation requires measurement of the compensation expense for all share-based awards made to employees (such as our named executive officers) and directors based on the grant date “fair value” of the awards. Our Compensation Committee considers the accounting expense associated with equity awards. Even though our named executive officers and directors may realize no value from their equity awards, these values have been calculated for accounting purposes and reported in the tables below. This guidance also requires us to recognize the compensation cost of share-based awards in our income statements over the period that the named executive officer or director is required to continue service with us in order to vest infor the equity award.award to vest. Our Compensation Committee reviews and discusses with management the risks arising from our compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. In addition, our Compensation Committee has engaged Compensia to independently review the risks associated with our executive compensation program. Based on these reviews, our Compensation Committee structures our executive compensation program to encourage our named executive officers to focus on both short-term and long-term success. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us. TABLE OF CONTENTS | | Incentive compensation designed to be aligned with creation of long-term value for stockholders | | | • Payouts under our Fiscal 20202022 Executive Bonus Plan are based on achievement of revenue and non-GAAP operating income targets. These performance measures supportare viewed as supportive of our annual operating plan and create incentives for our named executive officers to create long-term value for our stockholders. | | | • The options granted to our named executive officers in fiscal 2020 include a performance-based vesting condition that requires the closing price of our Class A common stock to close at a level 25 percent higher than the 30-trading day trailing average prior to the grant date for 30 consecutive trading days prior to the four-year anniversary of the grant date. As a result, in order for our named executive officers to be able to vest in and realize value from these options, they must create significant sustained value for our
stockholders.
| | | | | | | | | | | | Clawback Policypolicy | | | • Our Clawback Policy applies to certain current and former officers of the company who are subject to Section 16 of the Exchange Act. | | | | • Under the Clawback Policy, cash-based incentive compensation or performance-based equity compensation may be recovered from covered individuals if: | | | | ○ the company materially restates all or a portion of its financial statements; | | | | ○ the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of financial or operating results paid to a participant would have been less if the financial statements had been correct at the time the incentive compensation was originally calculated or determined; | | | | ○ no more than three years have elapsed since the original filing date of the financial statements upon which the incentive compensation was calculated or determined; and | | | | ○ the Compensation Committee concludes, in its sole discretion, that the gross negligence, intentional misconduct or fraud by such participant caused or partially caused the material restatement of all or a portion of the financial statement(s) and that such participant should repay to the company all of the recoverable compensation. | | | | | | | | | | | | Hedging and pledging policies | | | • Our insider trading policy prohibits all directors and employees, including our named executive officers, from engaging in the following activities with respect to our common stock: trading in derivative securities, hedging transactions, short sales, pledging stock as collateral, or holding stock in a margin account. | | | | • These policies are intended to prevent a misalignment, or appearance of misalignment, of interests with stockholders. | | | | | | | | | | | | Stock ownership guidelines | | | • Our executive officers and non-employee directors are required to achieve levels of ownership of company stock with the following values within the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024: | | | | ○ Non-employee directors: three times the annual cash retainer for Board service | | | | ○ Chief Executive Officer: four times annual base salary | | | | ○ Other named executive officers: one times annual base salary. | | | | • As of January 31, 2020,2022, all of our directors and named executive officers met, exceeded, or arewere on track to meet these ownership guidelines within the time frames set out above based on their respective rates of stock accumulation. | |
TABLE OF CONTENTS Compensation Committee Report Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis provided above with management. Based on such review and discussion, our Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and our Annual Report on Form 10-K for our fiscal year ended January 31, 2020.2022. Respectfully submitted by the members of our Compensation Committee of the Board of Directors: Josh SteinBethany Mayer (Chair)
Sue Barsamian Dana Evan
Peter Leav John Park TABLE OF CONTENTS Summary Compensation Table for Fiscal Year 20202022| | Name and Principal Position | | Year | | Salary($) | | Bonus($) | | Stock
Awards($)(1) | | Option
Awards($)(1) | | Non-Equity
Incentive Plan
Compensation
($)(2) | | All Other
Compensation
($)(3) | | Total
Compensation
($) | | Name and Principal Position | | Year | | Salary
($) | | Bonus
($) | | Stock
Awards
($)(1) | | Option
Awards
($)(1) | | Non-Equity
Incentive Plan
Compensation
($)(2) | | All Other
Compensation
($)(3) | | Total
Compensation
($) | | | | Aaron Levie
Chief Executive Officer | | | 2020 | | 180,000 | | — | | — | | — | | 52,426 | | 289 | | 232,715 | | Aaron Levie
Chief Executive Officer | | | 2022 | | 180,000 | | — | | — | | — | | 112,301 | | 213 | | 292,514 | | | | 2019 | | 180,000 | | — | | — | | 3,168,000 | | — | | 231 | | 3,348,231 | | | 2021 | | 180,000 | | — | | — | | — | | 108,027 | | 217 | | 288,244 | | | | 2018 | | 180,000 | | — | | — | | — | | 95,000 | | 200 | | 275,200 | | | 2020 | | 180,000 | | — | | — | | — | | 52,426 | | 289 | | 232,715 | | | | Stephanie Carullo
Chief Operating Officer | | | 2020 | | 370,000 | | — | | — | | 1,600,000 | | 107,765 | | 308 | | 2,078,073 | | Stephanie Carullo
Chief Operating Officer | | | 2022 | | 370,000 | | | | 3,598,500 | | | | 230,797 | | 820 | | 4,200,117 | | | | 2019 | | 370,000 | | — | | — | | — | | 133,054 | | 496 | | 503,550 | | | 2021 | | 370,000 | | — | | 1,803,750 | | — | | 222,027 | | 443 | | 2,396,220 | | | | 2018 | | 185,000 | | — | | 3,802,000 | | 3,074,040 | | 108,000 | | 139 | | 7,169,179 | | | 2020 | | 370,000 | | — | | — | | 1,600,000 | | 107,765 | | 308 | | 2,078,073 | | | | Dylan Smith
Chief Financial Officer | | | 2020 | | 366,667 | | — | | — | | 2,400,000 | | 106,824 | | 308 | | 2,873,899 | | Dylan Smith
Chief Financial Officer | | | 2022 | | 370,000 | | | | 4,198,250 | | | | 230,797 | | 438 | | 4,799,485 | | | | 2019 | | 348,333 | | — | | — | | 1,980,000 | | 125,569 | | 296 | | 2,454,198 | | | 2021 | | 370,000 | | — | | 2,886,000 | | — | | 222,027 | | 446 | | 3,478,473 | | | | 2018 | | 333,333 | | — | | — | | 3,029,648 | | 175,000 | | 179 | | 3,538,160 | | | 2020 | | 366,667 | | — | | — | | 2,400,000 | | 106,824 | | 308 | | 2,873,799 | |
(1)
| The amounts reported represent the grant date fair value of the awards granted to the named executive officers during fiscal years 2020, 20192022, 2021 and 20182020 (other than the restricted stock unitsRSUs granted in settlement of incentive compensation awards under the Executive Incentive Plan for fiscal years 2021, 2020 and 2019, which, in the case of such RSUs granted in fiscal years 2022 and 2021, are included in the “Non-Equity Incentive Plan Compensation” column)column for the prior fiscal year) as computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs granted is based on the closing stock price on the date of grant. The assumptions used in calculating the grant date fair value of theoption awards reported in this column are set forth in Note 1012 to our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2020. The performance-based stock options granted to Messrs. Levie and Smith in fiscal year 2019 and to Mr. Smith and Ms. Carullo in fiscal year 2020 provide that the options will become eligible to vest according to the time-based vesting schedule if the applicable performance condition is met; assuming the performance condition is met, the actual level of performance does not otherwise determine the number of shares subject to the options that may vest.2022. For fiscal year 2018years 2022, 2021 and fiscal year 2020, Mr. Levie requested that any equity awards he would have otherwise been granted be re-allocated to the overall equity budget for issuance to our employees. Our Compensation Committee honored his request and, as such, he did not receive any equity awards in fiscal year 20182022, 2021 or fiscal year 20202020. |
(2)
| The amounts reported represent incentive compensation awards earned in fiscal years 2020, 2019,2022, 2021 and 20182020 by the named executive officers under the Executive Incentive Plan. The material terms of the incentive compensation awards are described in the section titled “Executive Compensation Program Elements—Non-Equity Incentive Plan Compensation.” In fiscal years 2020 and 2019, theThe incentive compensation awards were paid in the form of fully vested restricted stock units,RSUs, and the amounts reported reflect the grant date fair value of such restricted stock units,RSUs, as computed in accordance with FASB ASC Topic 718.718 based on the closing stock price on the date of grant. The number of such restricted stock unitsRSUs granted in fiscal 2022 (in settlement of the incentive awards granted under the fiscal 2021 Executive Bonus Plan) is set forth in “Grants of Plan-Based Awards in Fiscal Year 2020”2022” table below. For fiscal year 2018, the earned amounts were paid in cash. In fiscal year 2019, Mr. Levie declined to receive a payout under the Executive Incentive Plan. |
(3)
| The amounts reported represent amounts paid on behalf of the named executive officers for basic life insurance.insurance as well as employee gift cards for Ms. Carullo. |
Grants of Plan-Based Awards in Fiscal Year 20202022The following table sets forth information regarding grants of plan-based awards made to our named executive officers during fiscal year 2020.2022. | | Aaron Levie | | | — | | | — | | | 99,000(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | Stephanie Carullo | | | — | | | — | | | 203,500(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | 04/03/19 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,613(4) | | | — | | | — | | | 133,054(5) | | | | 04/03/19 | | | — | | | — | | | — | | | — | | | 200,000 | | | — | | | — | | | — | | | 20.12 | | | 1,600,000(6) | | | | Dylan Smith | | | — | | | — | | | 201,722(3) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | 04/03/19 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,241(4) | | | — | | | — | | | 125,569(5) | | | | 04/03/19 | | | — | | | — | | | — | | | — | | | 300,000 | | | — | | | — | | | — | | | 20.12 | | | 2,400,000(6) | |
| | Aaron Levie
| | | — | | | — | | | 99,000(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | 04/01/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,503(3) | | | — | | | — | | | 108,027(4) | | | | Stephanie Carullo | | | — | | | — | | | 203,500(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | 04/01/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,255(3) | | | — | | | — | | | 222,027(4) | | | | 04/02/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 150,000(5) | | | — | | | — | | | 3,598,500 | | | | Dylan Smith and Ms. Carullo in fiscal year 2020, each of which provides only for a single estimated payout. There is no threshold amount for these performance-based stock options because if the performance condition is not met, then no options will vest and all will be forfeited. Once the performance condition is met, shares subject to these performance-based stock options will be subject only to service-based vesting. | | | — | | | — | | | 203,500(2) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | 04/01/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,255(3) | | | — | | | — | | | 222,027(4) | | | | 04/02/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 175,000(5) | | | — | | | — | | | 4,198,250 | |
(2)(1)
| The amounts reported represent the grant date fair value of the awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating718, calculated based on the grantclosing stock price on the date fairof grant. |
(2)
| This amount represents the target value of the awards reported in this column are set forth in Note 10 tonamed executive officer’s bonus under our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2020. |
(3)
| Fiscal 2022 Executive Bonus Plan. There is no threshold amount under our Fiscal 20202022 Executive Bonus Plan because our Compensation Committee exercises discretion to determine the actual payouts and, therefore, there is no minimum amount payable for a certain level of performance. |
(3)
| The amounts reported represent the number of fully vested RSUs issued to Ms. Carullo and Messrs. Levie and Smith in our fiscal year ended January 31, 2022 in settlement of the incentive awards granted under the Fiscal 2021 Executive Bonus Plan. |
TABLE OF CONTENTS (4)
| The amounts reported represent the number of fully vested restricted stock units issued in settlement of the incentive awards earned by Ms. Carullo and Mr. Smith under the Fiscal 2020 Executive Bonus Plan. |
(5)
| The amounts reported represent the grant date fair value of the fully vested restricted stock unitsRSUs issued to Ms. Carullo and Messrs. Levie and Smith in our fiscal year ended January 31, 2022 in settlement of the incentive awards earned by Ms. Carullo and Mr. Smithgranted under the Fiscal 20202021 Executive Bonus Plan, as computed in accordance with FASB ASC Topic 718.718 based on the closing stock price on the date of grant. These amounts are reflected as fiscal year 2021 compensation in the Summary Compensation Table for Fiscal Year 2022. |
(6)(5)
| The amounts reported represent the grant date fair valuenumber of the performance stock options grantedRSUs issued as merit awards to Ms. Carullo and Mr. Smith under the Fiscal 2020 Executive Bonus Plan, as computed in accordance with FASB ASC Topic 718.our fiscal year ended January 31, 2022. |
Outstanding Equity Awards at 20202022 Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers as of January 31, 2020.2022. | | | | | | | Option Awards | | | | Stock Awards | | | | | | | Option Awards | | | | Stock Awards | | | | Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Number of
Securities
Underlying
Unexercised
Unearned
Options | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares of
Stock that
Have Not
Vested
(#) | | Market
Value of
Shares of
Stock That
Have Not Vested
($)(1) | | Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Number of
Securities
Underlying
Unexercised
Unearned
Options | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares of
Stock that
Have Not
Vested
(#) | | Market
Value of
Shares of
Stock That
Have Not Vested
($)(1) | | | | Aaron Levie | | | 07/15/2010(2) | | 588,841 | | — | | — | | 0.29 | | 07/14/2020 | | — | | — | | Aaron Levie | | | 04/02/2012(2) | | 770,000 | | — | | — | | 1.16 | | 04/01/2022 | | — | | — | | | | 04/07/2011(2) | | 25,000 | | — | | — | | 0.59 | | 04/06/2021 | | — | | — | | | 04/02/2012(2) | | 820,000 | | — | | — | | 4.00 | | 04/01/2022 | | — | | — | | | | 04/02/2012(2) | | 770,000 | | — | | — | | 1.16 | | 04/01/2022 | | — | | — | | | 04/27/2012(2) | | 410,000 | | — | | — | | 4.00 | | 04/27/2022 | | — | | — | | | | 04/02/2012(2) | | 410,000 | | — | | — | | 4.00 | | 04/01/2022 | | — | | — | | | 04/10/2018(3) | | | | | | 400,000 | | 20.28 | | 04/10/2018 | | | | | | | | 04/02/2012(2) | | 410,000 | | — | | — | | 4.00 | | 04/01/2022 | | — | | — | | Stephanie Carullo | | | 08/01/2017(2) | | 400,000 | | — | | — | | 19.01 | | 07/30/2027 | | — | | — | | | | 04/27/2012(2) | | 410,000 | | — | | — | | 4.00 | | 04/26/2022 | | — | | — | | | 04/03/2019(4) | | — | | — | | 200,000 | | 20.12 | | 04/03/2029 | | — | | — | | | | 04/10/2018(3) | | — | | — | | 400,000 | | 20.28 | | 04/10/2028 | | — | | — | | | 04/03/2020(5) | | — | | — | | — | | — | | — | | 70,313 | | 1,837,279 | | | | Stephanie Carullo | | | 08/01/2017(4) | | 241,666 | | 158,334 | | — | | 19.01 | | 08/01/2027 | | — | | — | | | 04/02/2021(6) | | — | | — | | — | | — | | — | | 121,875 | | 3,184,594 | | | | 08/01/2017(5) | | — | | — | | — | | — | | — | | 87,500 | | 1,315,125 | | Dylan Smith | | | 02/07/2013(2) | | 140,000 | | — | | — | | 4.63 | | 02/07/2023 | | — | | — | | | | 04/03/2019(6) | | — | | — | | 200,000 | | 20.12 | | 04/03/2029 | | — | | — | | | 04/03/2014(2) | | 140,000 | | — | | — | | 17.85 | | 04/03/2024 | | — | | — | | | | Dylan Smith | | | 04/07/2011(2) | | 17,362 | | — | | — | | 0.59 | | 04/06/2021 | | — | | — | | | 01/02/2015(2) | | 120,000 | | — | | — | | 14.05 | | 01/02/2025 | | — | | — | | | | 04/01/2012(2) | | 140,000 | | — | | — | | 1.16 | | 03/31/2022 | | — | | — | | | 06/18/2015(2) | | 34,000 | | — | | — | | 17.52 | | 06/18/2025 | | — | | — | | | | 04/01/2012(2) | | 240,000 | | — | | — | | 1.16 | | 03/31/2022 | | — | | — | | | 04/09/2017(2) | | 450,000 | | | | | | 16.68 | | 04/09/2027 | | — | | — | | | | 02/07/2013(2) | | 140,000 | | — | | — | | 4.63 | | 02/06/2023 | | — | | — | | | 04/10/2018(3) | | | | | | 250,000 | | 20.28 | | 04/10/2018 | | | | | | | | 04/03/2014(2) | | 140,000 | | — | | — | | 17.85 | | 04/02/2024 | | — | | — | | | 04/03/2019(4) | | — | | — | | 300,000 | | 20.12 | | 04/03/2029 | | — | | — | | | | 01/02/2015(2) | | 120,000 | | — | | — | | 14.05 | | 01/02/2025 | | — | | — | | | 04/03/2020(5) | | — | | — | | — | | — | | — | | 112,500 | | 2,939,625 | | | | 06/18/2015(2) | | 34,000 | | — | | — | | 17.52 | | 06/18/2025 | | — | | — | | | 04/02/2021(6) | | — | | — | | — | | — | | — | | 142,188 | | 3,715,372 | | | | 04/09/2017(7) | | 159,374 | | 65,626 | | — | | 16.68 | | 04/09/2027 | | — | | — | | | | | 04/09/2017(8) | | 159,374 | | 65,626 | | — | | 16.68 | | 04/09/2027 | | — | | — | | | | | 04/10/2018(3) | | — | | — | | 250,000 | | 20.28 | | 04/10/2028 | | — | | — | | | | | 04/03/2019(6) | | — | | — | | 300,000 | | 20.12 | | 04/03/2029 | | — | | — | | |
(1)
| This column represents the market value of the shares underlying the RSUs or restricted stock as of January 31, 2020,2022, based on the closing price of our Class A common stock, as reported on the NYSE,New York Stock Exchange, of $15.03$26.13 per share on January 31, 2020.2022, the last trading day of fiscal year 2022. |
(2)
| The stock option is fully vested and exercisable. |
(3)
| One fourth of the shares subject to the option vestedwere scheduled to vest on March 20, 2019, and one forty-eighth of the shares were scheduled to vest monthly thereafter, subject to both (i) continued service to Box through each applicable vesting date, and (ii) prior to April 11, 2022, the closing stock price of our Class A common stock having closed at or above $28.00 for 30 consecutive trading days. If theThe performance condition in clause (ii) ismetric was not met prior toby April 11, 2022 then no options will vest and all will be forfeited. The performance condition in clause (ii) need only be met one time prior to April 11, 2022 in order for it to be satisfied. Ifas a result, the performance condition is achieved, the options will expire on the 10th anniversary of the grant date.option was forfeited without any shares vesting. |
(4)
| One fourth of the shares subject to the option vested on August 1, 2018 and one forty-eighth of the shares vest monthly thereafter, subject to continued service to us. |
(5)
| One fourth of the shares underlying the RSUs vested on September 20, 2018 and one-sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |
(6)
| One fourth of the shares subject to the option vested on March 20, 2020 and one forty-eighth of the shares vest monthly thereafter, subject to both (i) continued service to Box through each applicable vesting date, and (ii) the closing stock price of our Class A common stock must have closed at a level 25% higher than the 30-trading day trailing average closing price prior to April 3, 2019, which was $20.49, for 30 consecutive trading days prior to April 4, 2023. If the performance condition in clause (ii) is not met prior to April 4, 2023, then no options will vest and all will be forfeited. The performance condition in clause (ii) need only be met one time prior to April 4, 2023 in order for it to behas been satisfied. If the performance condition is achieved, the options will expire on the 10th anniversary of the grant date. |
(7)(5)
| One fourthsixteenth of the shares subject tounderlying the optionRSUs vested on MarchJune 20, 20182020 and one forty-eighthsixteenth of the shares vest monthlyquarterly thereafter, subject to continued service to us. |
(6)
| One sixteenth of the shares underlying the RSUs vested on June 20, 2021 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |
TABLE OF CONTENTS (8)
| One fourth of the shares subject to the option vested on March 20, 2018 and one forty-eighth of the shares vest monthly thereafter, subject to (i) continued service to us and (ii) prior to the fourth anniversary of the grant date, the closing stock price of our Class A common stock having maintained a level that is 25% higher than the option’s per share exercise price (rounded down to the nearest whole penny) for a period of 30 consecutive trading days. The performance condition in clause (ii) has been satisfied. |
Option Exercises and Stock Vested in Fiscal Year 20202022The following table sets forth the number of shares of Class A common stock acquired during our fiscal year 20202022 by our named executive officers upon the exercise of stock options and the vesting of restricted stock unitRSU awards and the value realized upon such exercise or vesting. | Aaron Levie
| | | —
| | | —
| | | —
| | | —
| | | Stephanie Carullo
| | | —
| | | —
| | | 56,613
| | | 1,045,924
| | | Dylan Smith
| | | —
| | | —
| | | 6,241
| | | 122,261
| |
| | Aaron Levie | | | 25,000 | | | 592,000 | | | 4,503 | | | 103,389 | | | | Stephanie Carullo | | | — | | | — | | | 106,130 | | | 2,543,929 | | | | Dylan Smith | | | 397,362 | | | 9,321,978 | | | 92,067 | | | 2,232,028 | |
(1)
| The value realized on exercise is the difference between the market price of the shares of our Class A common stock underlying the options when exercised and the applicable exercise price. |
(2)
| Calculated by multiplying (i) the market value of our Class A common stock on the vesting date, which was determined using the closing price on the NYSENew York Stock Exchange of a share of our Class A common stock on the date of vesting, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of our Class A common stock acquired upon vesting. |
Pension Benefits &and Nonqualified Deferred Compensation We dodid not provide any defined benefit pension plans and none of our named executive officers participated in aor nonqualified deferred compensation planplans during our fiscal year ended January 31, 2020.2022. Potential Payments upon Termination or Change ofin Control We have entered into change inof control and severance agreements (“change in control agreements”) with our named executive officers, which require us to make specific payments and benefits in connection with the termination of such named executive officers’ employment under certain circumstances. These change in control agreements superseded any other agreement or arrangement relating to severance benefits with these named executive officers or any terms of their option agreements related to vesting acceleration or other similar severance-related terms. The descriptions that follow describe such payments and benefits that may be owed by us to each of our named executive officers upon the named executive officer’s termination under certain circumstances, pursuant to the named executive officer’s change in control agreement. The change in control agreements will remain in effect for an initial term of three years. At the end of the initial term, each agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of the automatic renewal. The change in control agreements also acknowledge that each of these named executive officers is an at-will employee, whose employment can be terminated at any time. In order to receive the severance benefits described below, each of these named executive officers is obligated to execute a release of claims against us, provided such release of claims becomes effective and irrevocable no later than 60 days following such named executive officer’s termination date, and to continue to comply with the terms of the named executive officer’s confidential information and intellectual property assignment agreement with us. In the event of a termination of employment without “cause” (as generally defined below) outside of the “change in control period” (as generally defined below), such named executive officer will receive the following: continued paymentsa lump-sum payment of base salary for six months; and
paid COBRA benefits for six months. TABLE OF CONTENTS In the event of a termination of employment without “cause” or a resignation for “good reason” (as generally defined below) during the “change ofin control period,” such named executive officer will receive the following: a lump-sum payment of 12 months of base salary; a lump-sum payment equal to 100% of his or her target bonus; paid COBRA benefits for 12 months; and 100% acceleration of equity awards. In the event any payment to one of these named executive officers is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Internal Revenue Code), the named executive officer will be entitled to receive such payment as would entitle him or herthe named executive officer to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax. For the purpose of the change ofin control agreements, “cause” means generally the occurrence of any of the following: an act of dishonesty by the named executive officer in connection with the named executive officer’s responsibilities as an employee; the named executive officer’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud or embezzlement; the named executive officer’s gross misconduct; the unauthorized use or disclosure by the named executive officer of our proprietary information or trade secrets or those of any other party to whom the named executive officer owes an obligation of nondisclosure as a result of the named executive officer’s relationship with us; the named executive officer’s willful breach of any obligations under any written agreement or covenant with us; the named executive officer’s failure to cooperate with an investigation by a governmental authority; or the named executive officer’s continued failure to perform his or her duties after notice and a cure period. For the purpose of the change in control agreements with Messrs. Levie and Smith, “good reason” means generally the named executive officer’s voluntary termination of employment following the expiration of any cure period following the occurrence of one or more of the following without the named executive officer’s consent: a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control where the named executive officer assumes similar functional duties for a stand-alone business unit due to the company becoming part of a larger entity; provided that a reduction resulting from the company not being a stand-alone business unit following a change in control will affirmatively be grounds for good reason; a material reduction of the named executive officer’s base salary; or a material change in the geographic location of the named executive officer’s primary work facility or location. For the purpose of the change in control agreement with Ms. Carullo, “good reason” means generally the named executive officer’s voluntary termination of employment following the expiration of any cure period following the occurrence of one or more of the following without the named executive officer’s consent: a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control due to the company being part of a larger entity where the named executive officer assumes similar functional duties; a material reduction of the named executive officer’s base salary; or a material change in the geographic location of the named executive officer’s primary work facility or location. For the purpose of the change in control agreements, “change in control period” means generally the period beginning three months prior to, and ending 12 months following, a change in control of the company. In addition, under these arrangements, a change in control is generally defined as a change in more than 50% of the total voting power of our stock, certain changes in the majority composition of the Board of Directors during a 12-month period, or a change in the ownership of a substantial portion of the company’s assets. TABLE OF CONTENTS The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of the end of fiscal year 20202021 pursuant to the change in control agreements in effect at that time. Payments and benefits are estimated TABLE OF CONTENTS
assuming that the triggering event took place on the last business day of our fiscal year ended January 31, 2020,2021, and the price per share of our Class A common stock is the closing price of the New York Stock Exchange as of that date. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments of benefits, any actual payments and benefits may be different. | | Executive | | Payment Elements | | Termination
Without Cause
or Termination
for Good
Reason Within
Change in Control
Period ($) | | Termination
Without Cause
Outside of
Change in Control
Period ($) | | Executive | | Payment Elements | | Termination
Without Cause
or Termination
for Good
Reason Within
Change in Control
Period ($) | | Termination
Without Cause
Outside of
Change in Control
Period ($) | | | | Aaron Levie | | | Salary | | 180,000 | | 90,000 | | Aaron Levie | | | Salary | | 180,000 | | 90,000 | | | | Bonus | | 99,000 | | — | | | Bonus | | 99,000 | | — | | | | Stock Options(1) | | — | | — | | | Stock Options(1) | | 2,340,000 | | — | | | | Stock Awards(2) | | — | | — | | | Stock Awards(2) | | — | | — | | | | Health Coverage(3) | | 18,691 | | 9,346 | | | Health Coverage(3) | | 28,703 | | 14,351 | | | | Total | | 297,691 | | 99,346 | | | Total | | 2,647,703 | | 104,351 | | | | Stephanie Carullo | | | Salary | | 370,000 | | 185,000 | | Stephanie Carullo | | | Salary | | 370,000 | | 185,000 | | | | Bonus | | 203,500 | | — | | | Bonus | | 203,500 | | — | | | | Stock Options(1) | | — | | — | | | Stock Options(1) | | 1,202,000 | | — | | | | Stock Awards(2) | | 1,315,125 | | — | | | Stock Awards(2) | | 5,021,872 | | — | | | | Health Coverage(3) | | 15,293 | | 7,647 | | | Health Coverage(3) | | 16,103 | | 8,051 | | | | Total | | 1,903,918 | | 192,647 | | | Total | | 6,813,475 | | 193,051 | | | | Dylan Smith | | | Salary | | 370,000 | | 185,000 | | | | Salary | | 370,000 | | 185,000 | | | | Bonus | | 201,722 | | — | | Dylan Smith | | | Bonus | | 203,500 | | — | | | | Stock Options(1) | | — | | — | | | Stock Options(1) | | 3,265,500 | | — | | | | Stock Awards(2) | | — | | — | | | Stock Awards(2) | | 6,654,998 | | — | | | | Health Coverage(3) | | 21,586 | | 10,793 | | | Health Coverage(3) | | 29,070 | | 14,535 | | | | Total | | 593,308 | | 195,793 | | | Total | | 10,523,068 | | 199,535 | |
(1)
| Value represents the estimated benefit amount of unvested stock options (including the performance-based options forfeited in April 2022 due to failure to achieve the applicable performance metric) calculated by multiplying the number of unvested stock options subject to acceleration held by the applicable named executive officer by the difference between the exercise price of the option and the closing price of our Class A common stock on the New York Stock Exchange on January 31, 2020,2022, which was $15.03$26.13 per share. Does not reflect any dollar value associated with the acceleration of unvested stock options with exercise prices in excess of $15.03$26.13 per share. The dollar value of the acceleration of stock options (excluding such forfeited options) is zero for Mr. Levie, $1,202,000 for Ms. Carullo, and $1,803,000 for Mr. Smith. |
(2)
| Value represents the estimated benefit amount of unvested RSUs and shares of restricted stock issued upon the early exercise of stock options, in each case calculated by multiplying the number of unvested units or sharesRSUs subject to acceleration held by the applicable named executive officer by the closing price of our Class A common stock on the New York Stock Exchange on January 31, 2020,2022, which was $15.03$26.13 per share. |
(3)
| Represents 12 months of Box-paid COBRA benefits in the case of termination without cause or a termination of employment for good reason within the change in control period and six months of Box-paid COBRA benefits in the case of a termination of employment without cause outside of the change in control period. |
TABLE OF CONTENTS Under SEC rules, we are required to provide the following information regarding the relationship between the annual total compensation of Mr. Levie, our Chairman and Chief Executive Officer, and the median annual total compensation of our employees (other than Mr. Levie) for fiscal year 2020:2022: Mr. Levie’s annual total compensation, as reported in the “Summary Compensation Table for Fiscal Year 2020”2022” table included in this proxy statement,Proxy Statement, was $232,715.$292,514. The median of the annual total compensation of all employees (other than Mr. Levie) of the company (including our consolidated subsidiaries) was $192,188.$196,300. Based on the above, for fiscal year 2020,2022, the ratio of Mr. Levie’s annual total compensation to the median of the annual total compensation of all employees was 1.211.49 to 1. ThisWe believe that this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
We determinedThe median employee used for our fiscal year 2022 analysis is the same employee used for our fiscal year 2021 analysis, who was substituted as described in our proxy statement filed July 6, 2021 for the median of the annual total compensation ofemployee determined with respect to our employeesfiscal year 2020 analysis as of January 31, 2020 at which time we had approximately 2,046 full-time and part-time regular employees globally, approximately 85% of whom are U.S.-based employees, and approximately 15% of whom are located outside of the United States. We elected to identify a new median employee for this disclosure in this year’s proxy statement because our 2019 median employee was promoted and, therefore, we reasonably believed that continuing to use such employee’s compensation would have resulted in less accurate and relevant pay ratio disclosure. We compared theby using fiscal year 2020 annualized base salaries, bonuses earned, commissions earned and equity compensation of our employees (other than Mr. Levie) to determinecompensation. We are using the new median employee. Once we identified our newsame median employee because there have been no changes in our employee population or employee compensation arrangements that we estimated suchbelieve would significantly impact the pay ratio. Such employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. With respect to the annual total compensation of Mr. Levie, we used the amount reported in the “Total Compensation” column in the “Summary Compensation Table for Fiscal Year 2020”2022” table included in this proxy statement.Proxy Statement.
TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION The following table summarizes our equity compensation plan information as of January 31, 2020.2022. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders. | | Plan Category | | Class of Common Stock | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(2) | | Plan Category | | Class of
Common
Stock | | (a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights | | (b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights(1) | | (c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))(2) | | | | Equity compensation plans approved by stockholders | | Class A | | 8,772,585 | | $9.48 | | 21,758,670 | | Equity compensation plans approved by stockholders | | Class A | | 20,567,806 | | $11.74 | | 34,107,340 | | | | Equity compensation plans not approved by stockholders | | | | — | | — | | — | | Equity compensation plans not approved by stockholders | | | | — | | — | | — | | | | Total | | Class A | | 8,772,585 | | $9.48 | | 21,758,670 | | Total | | Class A | | 20,567,806 | | $11.74 | | 34,107,340 | |
(1)
| The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units,RSUs, which have no exercise price. |
(2)
| Includes: 19,832,05426,828,445 shares from the Box, Inc. 2015 Equity Incentive Plan (2015 Plan) and 1,926,6167,278,895 shares from the Box, Inc. 2015 Employee Stock Purchase Plan (ESPP). Our 2015 Plan provides that on the first day of each fiscal year, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 12,200,000 shares, (ii) 5% of the outstanding shares of our capital stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 2,500,000 shares, (ii) 1% of the outstanding shares of our capital stock on the first day of such fiscal year, or (iii) such other amount as our Board of Directors may determine. On February 1, 2020,2022, the number of shares of Class A common stock available for issuance under our 2015 Plan and our ESPP increased by 7,530,570 shares and 1,506,114, respectively,7,278,447 pursuant to these provisions. These increases arethe provision. The increase is not reflected in the table above. Our ESPP evergreen provision was eliminated and a one-time increase of 6,000,000 shares was approved by the Company’s stockholders at our annual meeting held on September 9, 2021. |
TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table on the following tablepage sets forth certain information with respect to the beneficial ownership of our capital stock as of March 31, 2020May 1, 2022 for: each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Class A common stock;stock or Series A Preferred Stock; each of our named executive officers; each of our directors and nominees for director;directors; and all of our current executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to applicable community property laws. Applicable percentage ownership is based on 153,100,460145,598,135 shares of our Class A common stock outstanding as of March 31, 2020.May 1, 2022. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to options held by the person that are currently exercisable or exercisable within 60 days of March 31, 2020May 1, 2022 and issuable upon the vesting of RSUs held by the person within 60 days of March 31, 2020.May 1, 2022. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person. There were 500,000 shares of our Series A Preferred Stock outstanding as of May 1, 2022. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Box, Inc., 900 Jefferson Ave., Redwood City, California 94063. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted. | Name of Beneficial Owner
| | | Number of Class A SharesBeneficiallyOwned | | | Percent of
Class A Shares
Beneficially
Owned
| | | 5% Stockholders:
| | | | | | 59 | | | The Vanguard Group, Inc.(1)
| | | 16,715,514
| | | 10.9%
| | | Starboard Value LP (2)
| | | 11,774,546
| | | 7.7%
| | | BlackRock, Inc.(3)
| | | 11,164,870
| | | 7.3%
| | |
| | |
| | |
| | | Named Executive Officers and Directors:
| | | | | | | | | Aaron Levie(4)
| | | 5,184,861
| | | 3.4%
| | | Dylan Smith(5)
| | | 2,358,421
| | | 1.5%
| | | Stephanie Carullo(6)
| | | 363,825
| | | *
| | | Sue Barsamian(7)
| | | 18,093
| | | *
| | | Carl Bass
| | | —
| | | *
| | | Dana Evan(8)
| | | 157,981
| | | *
| | | Kim Hammonds(9)
| | | 10,540
| | | *
| | | Jack Lazar(10)
| | | 1,759
| | | *
| | | Peter Leav(11)
| | | 7,309
| | | *
| | | Dan Levin(12)
| | | 1,471,887
| | | 1.0
| | | Bethany Mayer
| | | —
| | | *
| | | Rory O’Driscoll(13)
| | | 96,140
| | | *
| | | Josh Stein(14)
| | | 236,617
| | | *
| | | All current executive officers and directors as a group (13 persons)(15)
| | | 9,907,433
| | | 6.2%
| |
TABLE OF CONTENTS | | 5% Stockholders: | | | | | | | | | | | | | | | | The Vanguard Group, Inc.(1) | | | 16,338,287 | | | 11.2% | | | — | | | — | | | | BlackRock, Inc.(2) | | | 12,972,191 | | | 8.9% | | | — | | | — | | | | Entities Affiliated with KKR(3) | | | — | | | — | | | 149,999 | | | 30.0% | | | | Entities Affiliated with Centerbridge(4) | | | — | | | — | | | 116,667 | | | 23.3% | | | | Kennedy Lewis Capital Partners Master Fund II L.P(5) | | | — | | | — | | | 116,667 | | | 23.3% | | | | Oak Hill Advisor Entities(6) | | | — | | | — | | | 116,667 | | | 23.3% | | | |
| | | | | | | | | | | | | | | | Named Executive Officers and Directors: | | | | | | | | | | | | | | | | Aaron Levie | | | 3,225,186 | | | 2.2% | | | — | | | — | | | | Dylan Smith(7) | | | 2,319,908 | | | 1.6% | | | — | | | — | | | | Stephanie Carullo(8) | | | 783,437 | | | * | | | — | | | — | | | | Sue Barsamian(9) | | | 53,149 | | | * | | | — | | | — | | | | Dana Evan(10) | | | 176,819 | | | * | | | — | | | — | | | | Kim Hammonds | | | — | | | — | | | — | | | — | | | | Jack Lazar(11) | | | 34,304 | | | * | | | — | | | — | | | | Peter Leav(12) | | | 45,943 | | | * | | | — | | | — | | | | Dan Levin(13) | | | 869,295 | | | * | | | — | | | — | | | | Bethany Mayer | | | 19,492 | | | * | | | — | | | — | | | | John Park | | | — | | | — | | | — | | | — | | | | All executive officers and directors as a group
(11 persons)(14) | | | 7,527,533 | | | 5.2% | | | — | | | — | |
*
| Represents beneficial ownership of less than one percent (1%). |
+
| None of the holders of Series A Preferred Shares beneficially owns more than 5% of the Class A Shares. |
(1)
| According to a Schedule 13G/A filed with the SEC on February 12, 2020,9, 2022, The Vanguard Group, Inc. (“Vanguard”), as investment advisor, has sole voting power with respect to 303,513none of the reported shares, shared voting power with respect to 22,201271,239 of the reported shares, sole dispositive power with respect to 16,409,34615,932,575 of the reported shares and shared dispositive power with respect to 306,168405,712 of the reported shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
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reported shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 283,967 shares of the reported shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 41,747 shares of the reported shares as a result of its serving as investment manager of Australian investment offerings. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(2)
| According to a Schedule 13D/13G/A filed with the SEC on March 23, 2020. Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”) has sole voting and dispositive power with respect to 7,249,341 of the reported shares. Starboard Value and Opportunity S LLC (“Starboard S LLC”) has sole voting and dispositive power with respect to 1,173,357 of the reported shares. Starboard Value and Opportunity C LP (“Starboard C LP”) has sole voting and dispositive power with respect to 676,215 of the reported shares. Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), has sole voting and dispositive power with respect to 642,125 of the reported shares. Starboard Value LP has sole voting and dispositive power with respect to 2,033,508 of the reported shares held in its own account. Starboard Value R LP (“Starboard R LP”) is the general partner of Starboard C LP. Starboard Value L LP (“Starboard L GP”) is the general partner of Starboard L Master. Starboard Value R GP LLC (“Starboard R GP”) is the general partner of Starboard R LP and Starboard L GP. Starboard Value LP is the investment manager of Starboard V&O Fund, Starboard C LP and Starboard L Master and the manager of Starboard S LLC. Starboard Value GP LLC (“Starboard Value GP”) is the general partner of Starboard Value LP. Starboard Principal Co LP (“Principal Co”) is a member of Starboard Value GP. Starboard Principal Co GP LLC (“Principal GP”) is the general partner of Principal Co. Jeffrey C. Smith and Peter A. Feld, as members of Principal GP and as members of the Management Committees of Starboard Value GP and Principal GP, may be deemed the beneficial owners of (i) 7,249,341 Shares held by Starboard V&O Fund, (ii) 1,173,357 Shares held by Starboard S LLC, (iii) 676,215 Shares owned by Starboard C LP, (iv) 642,125 Shares owned by Starboard L Master and (v) 2,033,508 Shares held by Starboard Value LP. The address of the principal office of Starboard Value LP and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. |
(3)
| According to a Schedule 13G filed with the SEC on February 5, 2020,7, 2022, BlackRock, Inc. (“BlackRock”), has sole voting power with respect to 10,800,088 of the reported shares, shared voting power with respect to none12,492,798 of the reported shares and sole dispositive power with respect to all of the reported shares. BlackRock’s address is 55 East 52nd Street, New York, New York, 10055. |
(4)(3)
| Consists of (i) 2,567,456Represents 113,240 shares held by Powell Investors III L.P., 20,293 shares held by Tailored Opportunistic Credit Fund, 7,379 shares held by KKR-NYC Credit C L.P., 6,088 shares held by KKR-Milton Credit Holdings L.P. and 2,999 shares held by CPS Holdings (US) L.P. As of May 1, 2022, the Series A Preferred Shares held by these KKR-affiliated entities are convertible into 5,555,510 shares of Class A common stock. KKR Special Situations Fund III Limited is the general partner of Powell Investors III L.P. KKR Dislocation Opportunities (EEA) Fund SCSp is the sole shareholder of KKR Special Situations Fund III Limited. KKR Associates Dislocation Opportunities SCSp is the general partner of KKR Dislocation Opportunities (EEA) Fund SCSp. KKR Dislocation Opportunities S.a r.l. is the general partner of KKR Associates Dislocation Opportunities SCSp. KKR Dislocation Opportunities Limited is the sole shareholder of KKR Dislocation Opportunities S.a r.l. KKR-NYC Credit C GP LLC is the general partner of KKR-NYC Credit C L.P. KKR-NYC SL GP MH LLC is the sole member of KKR-NYC Credit C GP LLC. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Credit Holdings L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P. CPS Holdings (US) GP LLC is the general partner of CPS Holdings (US) L.P. CPS Managers Fund (US) L.P. is the sole member of CPS Holdings (US) GP LLC. CPS Associates (US) L.P. is the general partner of CPS Managers Fund (US) L.P. CPS (US) LLC is the general partner of CPS Associates (US) L.P. KKR Credit Fund Advisors LLC is an investment advisor to Powell Investors III L.P. and KKR-NYC Credit C L.P. and is a wholly-owned subsidiary of KKR Credit Advisors (US) LLC., which, along with KKR Australia Investment Management Pty Limited, is the investment advisor to Tailored Opportunistic Credit Fund and KKR-Milton Credit Holdings L.P. KKR Australia Pty Limited is the sole shareholder of KKR Australia Investment Management Pty Limited. KKR Asia LLC is the sole shareholder of KKR Australia Pty Limited. Kohlberg Kravis Roberts & Co. L.P. is the holder of all of the outstanding equity interests in KKR Credit Advisors (US) LLC and KKR Asia LLC and is the investment advisor to CPS Managers Fund (US) L.P. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC. KKR Group Partnership L.P. is the sole shareholder of each of KKR Dislocation Opportunities Limited and KKR Milton Strategic Limited and the sole member of each of KKR-NYC SL GP MH LLC, CPS (US) LLC and KKR Holdco LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. The principal business address of each of the entities and persons identified above, other than Kohlberg Kravis Roberts & Co. L.P., KKR & Co. GP LLC, KKR Holdco LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLP and Messrs. Kravis and Roberts is |
TABLE OF CONTENTS 555 California Street, 50th Floor, San Francisco, CA 94104, the principal business address of the other entities and Mr. Kravis is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001 and the principal business address of Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. (4)
| Represents 25,167 shares held by Centerbridge Credit Partners Master, L.P. and 91,500 shares held by Centerbridge Special Credit Partners III-Flex, L.P. As of May 1, 2022, the Series A Preferred Shares held by these Centerbridge-affiliated entities are convertible into 4,320,995 shares of Class A common stock. Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”) is the sole director of Centerbridge Credit Cayman GP, Ltd. (“Credit Cayman GP”), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore GP”), which is the general partner of Centerbridge Credit Partners Master, L.P. (“Credit Partners Master”), and may be deemed to share beneficial ownership over the securities held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the securities held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein. The address of each of Credit GP Investors, Credit Cayman GP, Credit Partners Offshore GP, Credit Partners Master and Mr. Levie, (ii) 2,613,841 shares subjectAronson, respectively, is 375 Park Avenue, 11th Floor, New York, New York 10152. CSCP III Cayman GP Ltd. (“CSCP III Cayman GP”) is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. (“Special Credit III GP”), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. (“SC III-Flex”), and may be deemed to options exercisable within 60 daysshare beneficial ownership over the securities held of March 31, 2020record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held of record by SC III-Flex. Such persons and (iii) 3,564 shares issuable uponentities expressly disclaim beneficial ownership of the vestingsecurities held of restricted stock units within 60 daysrecord by SC III-Flex, except to the extent of March 31, 2020.any proportionate pecuniary interest therein. The address of each of CSCP III Cayman GP, Special Credit III GP, SC III-Flex and Mr. Aronson, respectively, is 375 Park Avenue, 11th Floor, New York, New York 10152. |
(5)
| As of May 1, 2022, the Series A Preferred Shares held by Kennedy Lewis Capital Partners Master Fund II L.P. are convertible into 4,320,995 shares of Class A common stock. Kennedy Lewis GP II LLC is the general partner of Kennedy Lewis Capital Partners Master Fund II L.P. and Kennedy Lewis Management LP is the Investment Advisor of Kennedy Lewis Capital Partners Master Fund II L.P. and share voting and investment control with respect to the securities held of record by Kennedy Lewis Capital Partners Master Fund II L.P. Darren Richman and David Chene are the principals of Kennedy Lewis GP II LLC and Kennedy Lewis Management LP. The address of Kennedy Lewis Capital Partners Master Fund II L.P. is 111 West 33rd Street, Suite 1910, New York, NY 10120. |
(6)
| Interests shown are held by entities advised and/or managed by Oak Hill Advisors, L.P. or its affiliate (each, an “Oak Hill Advisors Entity”). Interests shown consists of 900 shares held by ALOHA European Credit Fund, L.P., 2,800 shares held by Future Fund Board of Guardians, 900 shares held by Illinois State Board of Investment, 1,400 shares held by Indiana Public Retirement System, 2,800 shares held by OHA AD Customized Credit Fund (International), L.P., 4,100 shares held by OHA Artesian Customized Credit Fund I, L.P., 700 shares held by OHA BCSS SSD II, L.P., 8,800 shares held by OHA Black Bear Fund, L.P., 5,300 shares held by OHA Centre Street Partnership, L.P., 8,800 shares held by OHA Credit Solutions Master Fund II SPV, L.P., 6,500 shares held by OHA Delaware Customized Credit Fund Holdings, L.P., 1,100 shares held by OHA Delaware Customized Credit Fund-F, L.P., 5,900 shares held by OHA Dynamic Credit ORCA Fund, L.P., 800 shares held by OHA Enhanced Credit Strategies Master Fund, L.P., 5,200 shares held by OHA KC Customized Credit Master Fund, L.P., 800 shares held by OHA MPS SSD II, L.P., 4,200 shares held by OHA SA Customized Credit Fund, L.P., 21,500 shares held by OHA Strategic Credit Master Fund II, L.P., 3,600 shares held by OHA Structured Products Master Fund D, L.P., 28,567 shares held by OHA Tactical Investment Master Fund, L.P., 1,200 shares held by OHAT Credit Fund, L.P. and 800 shares held by The Coca-Cola Company Master Retirement Trust. As of May 1, 2022, the Series A Preferred Shares held by these Oak Hill Advisors entities are convertible into 4,320,984 shares of Class A common stock. The business address for the Oak Hill Advisors Entities is One Vanderbilt Avenue 16th Floor New York, NY 10017. Glenn R. August is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors, L.P. The interests beneficially owned by the Oak Hill Advisors Entities may also be deemed to be beneficially owned by Mr. August. Mr. August disclaims beneficial ownership of our Series A Preferred Shares beyond his pecuniary interest in the Oak Hill Advisors Entities for purposes of Section 16 under the Exchange Act. |
(7)
| Consists of (i) 1,078,5491,163,565 shares held by Mr. Smith;Smith, (ii) 85,000 shares held by Mr. Smith, as Trustee of the DCS GRAT of 2014;2014, (iii) 1,187,6101,127,750 shares subject to options exercisable within 60 days of March 31, 2020;May 1, 2022 and (iv) 7,26228,593 shares issuable upon the vesting of restricted stock unitsRSUs within 60 days of March 31, 2020.May 1, 2022. |
(6)(8)
| Consists of (i) 81,500199,064 shares held by Ms. Carullo, (ii) 274,999562,499 shares subject to options exercisable within 60 days of March 31, 2020May 1, 2022 and (iii) 7,32621,874 shares issuable upon the vesting of restricted stock unitsRSUs within 60 days of March 31, 2020.May 1, 2022. |
(7)(9)
| Consists of (i) 3,01524,423 shares held by Ms. Barsamian and (ii) 12,06228,726 shares subject to options held by Ms. Barsamian that are exercisable within 60 days of March 31, 2020 and (iii) 3,016 shares issuable upon the vesting of restricted stock units within 60 days of March 31, 2020.May 1, 2022. |
(8)(10)
| Consists of (i) 111,251119,457 shares held by Ms. Evan and (ii) 46,730 shares subject to options exercisable within 60 days of March 31, 2020. |
(9)
| Consists of 10,54057,362 shares subject to options held by Ms. HammondsEvan that are exercisable within 60 days of March 31, 2020.May 1, 2022. |
(10)(11)
| Consists of 1,759(i) 10,555 shares held by Mr. Lazar and (ii) 23,749 shares subject to options held by Mr. Lazar that are exercisable within 60 days of March 31, 2020.May 1, 2022. |
(11)(12)
| Consists of 7,309(i) 18,034 shares held by Mr. Leav, (ii) 23,922 shares subject to options held by Mr. Leav that are exercisable within 60 days of March 31, 2020May 1, 2022, and (iii) 3,987 shares issuable upon the vesting of RSUs within 60 days of May 1, 2022. |
(12)(13)
| Consists of (i) 5,79021,166 shares held by Mr. Levin; (ii) 128,600 shares held of record by Daniel J. Levin and Naomi J. Andrews,(ii) 848,129 shares subject to options held by Mr. Levin that are exercisable within 60 days of May 1, 2022. |
(14)
| Consists of (i) 4,800,942 shares outstanding as Trustees of the Levin/Andrews Family Trust dated 9/18/99; and (iii) 1,337,497May 1, 2022, (ii) 2,672,137 shares subject to options exercisable within 60 days of March 31, 2020. |
(13)
| Consists of (i) 49,410 shares held by Mr. O’Driscoll and (ii) 46,730 shares subject to options exercisable within 60 days of March 31, 2020. |
(14)
| Consists of (i) 189,887 shares held by the Joshua and Jennifer Stein Revocable Trust, for which Mr. Stein serves as Trustee and shares voting and dispositive power; and (ii) 46,730 shares subject to options exercisable within 60 days of March 31, 2020. |
(15)
| Consists of (i) 4,300,458 shares outstanding as of March 31, 2020, (ii) 5,585,807 shares subject to options exercisable within 60 days of March 31, 2020May 1, 2022 and (iii) 21,16854,454 shares issuable upon the vesting of restricted stock unitsRSUs within 60 days of March 31, 2020.May 1, 2022. |
TABLE OF CONTENTS RELATED PERSON TRANSACTIONS We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which: the amounts involved exceeded or will exceed $120,000; and any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest. AgreementRelationship with Starboard Value LPKKROn March 22, 2020, weApril 7, 2021, the company entered into an Investment Agreement (the “Investment Agreement”) with investment vehicles managed or advised by KKR Credit Advisors (US) LLC, or affiliates thereof. (collectively, “KKR”), relating to the Starboardissuance and sale by the company to KKR and certain other parties (collectively with KKR, the “Investors”) of 500,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) for an aggregate purchase price of $500 million, or $1,000 per share (the “Issuance”). Cumulative preferred dividends accrue daily on the Series A Preferred Stock at a rate of 3.0% per year. The Issuance was consummated on May 12, 2021 (the “Closing Date”) for an aggregate purchase price of $500 million. Our Board of Directors unanimously approved the Investment Agreement regarding,and Issuance. As of the Record Date, the Investors held 500,000 shares of Series A Preferred Stock. The holders of our Series A Preferred Stock are entitled to vote with the holders of our Class A common stock on an as-converted basis, voting together as a single class. Holders of the Series A Preferred Stock are also entitled to a separate class vote with respect to, among other things, amendments to the membershipcompany’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the company of securities that are senior to, or equal in priority with, the Series A Preferred Stock, and compositionpayments of special dividends in excess of an agreed upon amount. On May 13, 2021, the company waived compliance by the Investors with the provisions of the Investment Agreement requiring the Investors to vote in the same manner as recommended by the Board and committees thereof.of Directors with respect to certain proposals, resulting in the Investors being able to vote their shares of Series A Preferred Stock without restriction. Pursuant to the Investment Agreement, wethe company agreed (i) to increase the size of theits Board of Directors from nine directorsin order to 12 directors and appoint, Messrs. Bass and Lazar as Class III directors and Ms. Mayer as a Class II director; (ii) that Messrs. O’Driscoll and Smith would not stand for reelection as directors atof the Annual Meeting; (iii) that Mr. Stein would resign from theClosing Date, one individual designated by KKR, who shall initially be John Park, to our Board of Directors effective asfor a term expiring at the 2023 annual meeting of the conclusioncompany’s stockholders. So long as KKR beneficially owns at least 50% of the Annual Meeting; (iv) to formshares of Series A Preferred Stock that it purchased at the Operating Committee; (v) to appoint the current membersclosing of the Operating Committee andIssuance on an as-converted basis, KKR will have the right to appoint specified replacements in the event current members of the Operating Committee ceasedesignate a director nominee for election to be directors; and (vi) to provide at least one of Mr. Lazar and Ms. Mayer the opportunity to serve on each standing committee of the Board of Directors and provide each of Mr. Lazar and Ms. Mayer the opportunity to serve on at least one standing committee of the Board of Directors. We have agreed to reduce For further information regarding the sizeInvestment Agreement, including a description of certain obligations and restrictions binding on the parties thereto and the terms of the Board of Directors to nine directors following the conclusion of the 2020 Annual Meeting. With respectSeries A Preferred Stock, please refer to the Annual Meeting, Starboard has agreed to, among other things, vote, subject to certain conditions, all shares of the company’s Class A common stock beneficially owned by Starboard in favor of the nominees identified in this proxy statement and in accordance with the Board’s recommendations on all other proposals.
Starboard also agreed to certain customary standstill provisions, effective through the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations for the company’s 2021 annual meeting of stockholders and (y) 100 days prior to the first anniversary of the 2020 Annual Meeting (the “Standstill Period”). During the Standstill Period, Starboard may recommend certain replacement directors as described in the section titled “Proposal No. 1 — Election of Directors — Agreement with Starboard Value LP” above.
We also agreed to reimburse Starboard for its reasonable, documented out-of-pocket fees and expenses (including legal fees) incurred in connection with Starboard’s involvement with the company though the date of the Starboard Agreement, not to exceed $200,000 in the aggregate.
The foregoing summary of the Starboard Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 of ourCompany’s Current ReportReports on Form 8-K filed with the SEC on March 23, 2020April 8, 2021 and is incorporated herein by reference.May 18, 2021.
We have entered into change in control and severance agreements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits. See the section titled and “Executive Compensation—Potential Payments upon Termination or Change ofin Control.” We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our amendedCharter and restated certificate of incorporation and amended and restated bylawsBylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. TABLE OF CONTENTS
Other than as described above, since February 1, 2019,2021, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties. TABLE OF CONTENTS Policies and Procedures for Related Party Transactions Our Audit Committee has the primary responsibility for reviewing and approving transactions with related persons. Our Audit Committee charter provides that our Audit Committee shall review any related person transactions. Our Board of Directors has adopted a formal written policy providing that we are not permitted to enter into any transaction that exceeds $120,000 and in which any related person has a direct or indirect material interest without the consent of our Audit Committee. In approving or rejecting any such transaction, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to our Audit Committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The company is not aware of any related person transactions required to be reported under applicable SEC rules since the beginning of the last fiscal year where our policies and procedures did not require review, or where such policies and procedures were not followed. TABLE OF CONTENTS Stockholders Sharing the Same Address The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. Once you have received notice from your bank or broker that it 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 proxy statement and annual report, please notify your bank or broker and direct your request to: Box, Inc.
Attention: Investor Relations
900 Jefferson Ave.
Redwood City, California 94063
Tel: (877) 729-4269 Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker. We will make available a list of stockholders of record as of the Record Date for inspection by stockholders for any purpose germane to the Annual Meeting from June 30, 2022 through July 14, 2022 at our headquarters located at 900 Jefferson Ave., Redwood City, California 94063. Due to the fact that the normal business hours of our headquarters have been affected due to the COVID-19 pandemic, if you wish to inspect the list, please submit your request, along with proof of ownership, by email to ir@box.com. The list will also be available electronically on the meeting website during the live webcast of the Annual Meeting. Stockholder Proposals and Director Nominations for the 2023 Annual Meeting of Stockholders Stockholder Proposals Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act by submitting their proposals in writing to our Secretary in a timely manner. For a Rule 14a-8 stockholder proposal to be considered for inclusion in our proxy statement for the 2023 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than January 27, 2023. In addition, such stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: Box, Inc.
Attention: Corporate Secretary
900 Jefferson Ave.
Redwood City, California 94063 TABLE OF CONTENTS Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act. Our Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the written notice at the address set forth above: not earlier than March 13, 2023; and not later than the end of the day on April 12, 2023. In the event that we hold the 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2023 annual meeting of stockholders and no later than the close of business on the later of the following two dates: the 90th day prior to the 2023 annual meeting of stockholders; or the 10th day following the day on which public announcement of the date of our 2023 annual meeting of stockholders is first made. If a stockholder who has notified us of his, her, or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her, or its proposal at such annual meeting and otherwise comply with our Bylaws, we are not required to present the proposal for a vote at such annual meeting. Nomination of Director Candidates Holders of our Class A common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance — Stockholder Recommendations for Nominations to the Board of Directors” beginning on page 22 of this Proxy Statement. In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received at the address set forth above within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. In 2021, our board of directors amended our bylaws to provide our stockholders with proxy access provisions. Under our bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our board of directors, subject to certain limitations and provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the written notice at the address set forth above not earlier than December 28, 2022 and not later than the end of the day on January 27, 2023. Availability of Bylaws A copy of our Bylaws is available on our website at http://www.box.com/investors. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. TABLE OF CONTENTS Fiscal Year 20202022 Annual Report and SEC Filings Our financial statements for our fiscal year ended January 31, 20202022 are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time as this proxy statement.Proxy Statement. This proxy statementProxy Statement and our annual report are posted on our website at http://www.box.com/investors and are available from the SEC at its website at www.sec.gov.www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Box, Inc., Attention: Investor Relations, 900 Jefferson Ave., Redwood City, California 94063. Forward-Looking Statements This Proxy Statement, along with the accompanying stockholder letter, contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. All statements relating to events or results that may occur in the future, including, but not limited to, statements in the stockholder letter regarding our expectation that our roadmap will enable us to continue our industry leadership going forward and our expectation that we are on track to deliver approximately $1 billion in revenue for fiscal 2023, and underlying assumptions of any of the foregoing are forward-looking statements. When used in this Proxy Statement, terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of those terms or other comparable terms are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause us to fall short of our expectations or may cause us to deviate from our current plans, as expressed or implied by these statements. The known risks that could cause our results to differ, or may cause us to take actions that are not currently planned or expected, are described in the company’s reports and filings with the SEC including, without limitation, the company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, under the heading Item 1A – “Risk Factors.” Unless required by law, the company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, the change of circumstance or otherwise. Each forward-looking statement contained in this Proxy Statement is specifically qualified in its entirety by the aforementioned factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Proxy Statement. * * * The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stockVoting Stock they represent in accordance with their own judgment on such matters. It is important that your shares of our Class A common stock and/or Series A Preferred Stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided. THE BOARD OF DIRECTORSRedwood City, CaliforniaMay 28, 2020| | | | | THE BOARD OF DIRECTORS
Redwood City, California
May 27, 2022 | |
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