UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-2
BOX, INC. | ||
(Name of | ||
BOX, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
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☐ | | | Fee paid previously with preliminary materials | ||||
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| | | We thank you for your continued support as we execute on our strategy of profitable growth and further our mission of powering how the world works together. | | |  | |||||
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—Aaron Levie |
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| | We exited fiscal 2022 in the strongest financial position in our history and we are confident in our ability to deliver long-term value for all Box stakeholders. |
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—Bethany Mayer |
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May 27, 2022
Dear Fellow Stockholders,
At
It is our pleasure to invite you to attend the 2022 annual meeting of stockholders of Box, Inc. More details on the annual meeting can be found in the enclosed notice for the annual meeting and proxy materials.
Fiscal 2022 was a phenomenal year at Box, as we executed on our strategy to increase profitability while investing for growth. This has led Box to the strongest financial position in its history. Our fiscal 2022 results, with accelerating quarterly revenue growth, record operating margins and consistent free cash flow generation has led to significant value creation for Box stockholders over the past year. This was accomplished while we continued to bring advancements to our category-defining Content Cloud platform.
In fiscal 2022 we delivered 13% annual revenue growth, an acceleration from 11% a year ago, and drove significant margin expansion to achieve a (3) % operating margin and a 20% non-GAAP operating margin, up from 15% a year ago. We improved our Net Retention Rate to 111%, up from 102% in fiscal 2021. Net cash provided by operating activities was $235 million, and we generated free cash flow of $170 million and ended fiscal 2022 with $587 million in cash and investments. We executed on our share repurchase plans, and for the full year of fiscal 2022, we repurchased 22.6 million shares for approximately $567 million. And we exceeded our commitment to achieve a revenue growth rate plus free cash flow margin of 30%, ultimately delivering 33% versus 26% a year ago.(1)
Driving Profitable Growth with our Differentiated Content Cloud Strategy
Our strong fiscal 2022 results underscore that our focus on delivering profitable growth is working, and our strategy is aligned with the key trends that are driving the future of work. The dynamics around COVID forced a broad digital shift overnight and accelerated the necessity for the cloud to become the foundation of all work. In this new digital-first era, employees must be able work from anywhere, every business process that interacts with a customer or partner is going fully digital, and companies need to ensure their most important information is kept safe and secure.
(1) | For further discussion regarding, and a reconciliation of, our non-GAAP to GAAP financial measures, please see pages 63-65 of our Annual Report on Form 10-K filed with the SEC on March 16, 2022. |
Box’s Content Cloud delivers a platform-oriented approach that powers the full lifecycle of an enterprise’s most important content including creation, classification, collaboration, workflow automation, e-signature, publishing, analytics, retention, and more; all in a single platform. In fiscal 2022, we continued to deliver product innovation to our customers, most notably with the worldwide launch of Box Sign, our native e-signature product offering. We made significant product enhancements to Box Shield and Box Governance, as security and compliance remains a top priority for customers. We significantly strengthened our data migration offering with an all new Box Shuttle and delivered additional enhancements across collaboration and workflow automation. And with the growing functionality of our end-to-end Content Cloud platform, we are now going after an expanded $74 billion market.(2)
A critical part of our product strategy is to leverage our interoperability to build on strong partnerships with leading technology companies across the SaaS landscape. In fiscal 2022 we launched deeper integrations with Cisco Webex, IBM, Microsoft, Salesforce, ServiceNow, Zoom and many others, ensuring that our customers can access to their content from nearly any device and any application.
We continued to optimize our go-to-market strategy, focusing on ensuring our customers can take advantage of the full power of the Box platform in their enterprise. We are targeting high value and repeatable use-cases where Box is differentiated from competitors by delivering reduced costs or major productivity improvements in their critical business processes. We are expanding our ecosystem of system integrators and partners to bring Box to market for larger enterprises. We are doubling down in key regions and segments, and we are leveraging our digital channel for growth. To ensure we’re bringing the most relevant offering to market for customers, we’ve expanded our focus on key industries which include life sciences, financial services and the federal government. Our latest multi-product suite, Enterprise Plus, has driven more new and existing customers to access Box’s full suite of capabilities.
We’ve built the leading Content Cloud, with well over 100,000 customers on our platform, and we have an exciting roadmap to continue our industry leadership going forward.
Delivering Value with Environmental, Social and Governance Commitments
Another key priority for Box is our Environmental, Social and Governance, or ESG, commitments. They are to protect our planet (E), invest in people and communities (S), and act with integrity (G). We formally launched these commitments and principals over a year ago. Leading positive change in the world is a key priority for us and aligns with our mission is to power how the world works together. And in FY19,By leveraging our platform to easily and securely share ideas, businesses can connect with customers, governments can better serve citizens, and nonprofits can make a greater impact.
In addition to our initiatives to keep our workplace green, we continuedbelieve that our ability to help our customers transform their businesses with Cloud Content Management. Today, 70 percent of the Fortune 500, including AstraZeneca, Coca-Cola, General Electric, and Nationwide use Box to accelerate business processes, power workplace collaboration, and protect their most valuable information.
When we look around the world, business is fundamentally transforming in the digital age. Markets are constantly in flux, as digital disruptors – Netflix, Uber, Airbnb, Amazon – challenge every industrymove organizations from media to travel and transportation to retail. Hypercompetitive markets demand getting products to market faster and customers expect frictionless, responsive experiences. The speed of business forces companies to collaborate across a growing network of partners, suppliers and contractors. Employees want to use the best technology to stay productive and work with anyone, from anywhere. And simultaneously, companies are dealing with an onslaught of security threats and compliance requirements.
Content is at the center of all of these challenges. In banking, clients expect to execute all of their oncein-personlegacy and paper-based transactions digitally, while interacting with more informed financial advisors with better insights. In life sciences,processes to the speed at which you can collaborate and leverage data to discover, test and deliver new medicines to market drives increased profits and saves lives. Consumer brands must rapidly respond to market trends by collaborating on products and marketing through a globally-integrated supply chain. And across all industries, employees must be enabledcloud allows customers to work with virtual teams, getsecurely and efficiently from anywhere, reducing both office waste and the environmental impact of commuting. Box enables customers to the data they need to make better decisions, faster,move away from energy intensive on-premise servers and work from anywhere.
Ultimately, how we manage, secure, leveragedecrease use of paper, which means trees saved and collaborate oncontent – product specs, campaign assets, financial records, drug research – both inside and outside of our organization is at the heart of digital transformation. Companies that get the most value from their data bring products to market faster, generate better insights, deliver better customer experiences, and are more competitive.
Yet today’s technologies are holding enterprises back.
LegacyEnterprise Content Management (ECM)systems like OpenText, Documentum, and SharePoint were designed to manage content using legacy,on-premises systems. They make it nearly impossible to share content across the extended enterprise, and are far too complex, rigid, and costly for today’s digital environment. Conversely,Enterprise File Sync and Share (EFSS) tools like OneDrive, Dropbox or Google Drive, were designed for simple cloud storage and sharing, and don’t support the advanced workflow, security and compliance needs of large or regulated enterprises.
Because no single technology can solvecarbon captured - an enterprise’s broad set of content needs, organizations have been forced to use multiple, disconnected solutions to manage information. The resulting data siloes drive up untold extra costs, slow down or outright break important workflows, and dramatically increase the risk of security failures with a business’s critical, proprietary data.
This status quo is untenablelever in today’s digital age.
To drive digital transformation, enterprises must not only enable employees to work in the cloud, but ultimately digitizeend-to-end business processes across their supply chain, product development and delivery, customer service, and operations.
Enterprises needCloud Content Management from Box: a single content platform that accelerates business processes, improves employee productivity, and protects a company’s most valuable data.
And over this past year, our leadership in Cloud Content Management has only accelerated. We landed wins and expansions with leading enterprises globally – including Canon U.S.A., DARPA, Intuit, JLL, Mitsubishi Motors Corporation, Société Générale U.S., Shiseido Company, and World Fuel Services – who are leveraging Box to power their critical business processes across their organizations.
In FY19, we grew revenue 20% year-over-year to more than $600 million, delivered another year of positive free cash flow, and ended the year with our first quarter ofnon-GAAP profitability in Q4. At Box, we constantly set high expectations for ourselves. Despite a challenging Q4invest in FY19, weour people and communities. That means putting our company values and culture first. And cultivating communities where people connect and thrive - including our 10 Employee Resource Communities - while celebrating each other’s unique backgrounds and experiences. We are seeing momentumproud to be ranked #5 by Glassdoor in the solution selling strategy that we startedcategory of “Best Places to implement earlierWork in the year,2022". We have also been recognized by Great Place to Work® and we are encouraged by overall customer momentum and demand for cloud content management. Our customers are using Box for more strategic and complex use casesFortune® magazine as demonstrated by our large deal growth andadd-on product attach rates. In FY19,one of the number of deals we closed over $100,000 was up 28%, compared to a year ago. And we grew the value of ouradd-on product portfolio by more than 60%, now at roughly 14% of our revenue run rate in Q4 versus roughly 10% a year ago.
But we’re just getting started.
When we look at the impact we’ve had thus far compared to the potential going forward, we know that our most exciting days are ahead. As more businesses recognize they must modernize their technology to support content-centric processes in the cloud, we’re aiming to disrupt the $40B+ market for content management and collaboration. And entering FY20, we have the most exciting product roadmap in our company’s history focused entirely on enabling our customers to power their digital business processes and to retire legacy content systems.
This fiscal year, we will be launching and enhancing critical Box products to enable workflow automation with an all new Box Relay, smarter content management with new Metadata solutions and Box Platform, and advanced security, classification, and threat detection with Box Shield. Combined, these capabilities will dramatically enable how customers leverage Box to transform their businesses while also drivingnet-new revenue streams and, conversely, driving further stickiness for Box within new and existing enterprises.
To bring these new products and capabilities to market, we are focused on refining our solution selling motion to ensure customers see the full power of our platform, while moving them through a journey of leveraging Box for full digital transformation. With these investments, and building on the progress we saw in FY19, we remain more confident than ever in the Cloud Content Management opportunity.
Finally, it’s important to recognize the amazing talent and work of nearly 2,000 amazing Boxers globally that have gotten us to where we are and will be fundamental to our future success. We take pride in the incredibly talented and dedicated employees who work at Box and the impact they make for our customers and communities through Box.org. This year, we’re proud that Box debuted in Fortune’s list of 100 Best Companies to Work ForFor. Box earned the #48 spot on the list for 2022. We have found that our culture and was ranked in the Top 50 Companies by LinkedIn,our people, have been and we will continue to be our greatest retention and recruiting tools.
In Corporate Governance we are proud of the breadth of backgrounds and expertise that our board brings to Box, with a particular focus on buildingSaaS and enterprise software, and a diversepowerful track record of maximizing stockholder value. At the end of fiscal 2022, 70% of our directors have been on our board for three years or less. Also, in fiscal 2022, we adopted several corporate governance enhancements which are described in more detail in this proxy statement. We remain committed to the highest standards of corporate governance, compliance, and inclusiveethics.
We strongly believe that our workforce strategy, our incredible culture where Boxers can doand values, combined with our efforts in ESG, will enable us to build long-term value for our stockholders, customers, teams, communities, and the planet.
(2) | Total addressable market size by CY25. Source: Company estimates and industry reports. |
In summary, our strong results in fiscal 2022 are a testament to our execution in delivering to customers the platform they need to meet the demands of the new digital age. Our Content Cloud platform is delivering rapid innovation to our customers, enabling them to use Box for more and higher value use cases, and accelerating their best work.
Thanks,
Aaron Levie
BOX, INC.
900 JEFFERSON AVE.
REDWOOD CITY, CALIFORNIA 94063
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Heldability to delight their customers and achieve their goals. In fiscal 2023 we are on track to deliver approximately $1 billion in revenue, while continuing to generate margin expansion. We could not be more confident in our ability to achieve our goals and increase stockholder value. The future of work is here, and at 1:30 p.m. Pacific Time on Wednesday, June 19, 2019
Dear StockholdersBox we are enabling it by powering how the world works together.
We have a number of Box, Inc.:
important proposals for your consideration at this year’s annual meeting. We cordially inviteare asking for you to attend the 2019 annual meetingvote to: (1) re-elect three of stockholders (the “Annual Meeting”) of Box, Inc., a Delaware corporation, which will be held onWednesday, June 19, 2019 at 1:30 p.m. Pacific Time. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/BOX2019 where you will be able to listen to the meeting live, submit questionsour directors—Kim Hammonds, Dan Levin, and vote online.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
1. To elect three Class II directors to serve until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified;
2. ToBethany Mayer; (2) approve, on an advisory basis, the compensation of our named executive officers;
3. To (3) approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and (4) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firmaccountant for our fiscal year ending January 31, 2020;2023. More information on the annual meeting, the Board’s recommendations and
4. To transact such our company can be found in the enclosed proxy materials or other business thatmaterials we may properly come beforesend you regarding the Annual Meeting or any adjournments or postponements thereof.
Our board of directors has fixed the close of business on April 26, 2019 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record on April 26, 2019 are entitledannual meeting. We encourage you to notice of andread these materials carefully when deciding how to vote your shares at the Annual Meeting. Furtherannual meeting.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible so that your voice is heard.
Thank you for your ongoing support and for being a part of our journey to transform how the world works together and pioneer our industry going forward.
| | | |  AARON LEVIE Cofounder and CEO Box, Inc. | | |  BETHANY MAYER Chair of the Board Box, Inc. | |
For important information regarding voting rights and the matters to be voted upon is presented in the accompanyingour use of forward-looking statements, please see page 66 of this proxy statement.
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| | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
To Be Held at 1:30 p.m. Pacific Time on Thursday, July 14, 2022
DATE AND TIME: | | | Thursday, July 14, 2022 at 1:30 p.m. Pacific Time |
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PLACE: | | | Similar to the past six years, the 2022 annual meeting of stockholders of Box, Inc. (“Box” or the “Company”) (including any postponements, adjournments or continuations thereof, 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. |
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ITEMS OF BUSINESS: | | | 1. To elect three Class II directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified; |
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| | | 2. To approve, on an advisory basis, the compensation of our named executive officers; | |
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| | | 3. To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; | |
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| | | 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023; and | |
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| | | 5. To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
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RECORD DATE: | | | Our Board of Directors has fixed the close of business on May 16, 2022 as the record date for the Annual Meeting. Only holders of record of the company’s shares of Class A common stock and Series A Convertible Preferred Stock on May 16, 2022 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement. |
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PROXY VOTING: | | | YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. |
On or about May 8, 2019,27, 2022, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. TheTo view the accompanying proxy statement and our annual report can be accessed directly atplease visit the following Internet address: https://materials.proxyvote.com/10316T.website: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares The materials can also be accessed without a control number at the Annual Meeting.
following website: https://materials.proxyvote.com/10316T.
We appreciate your continued support of Box.
May 27, 2022 Redwood City, California | ||
| | | By order of the Board of Directors,  David Leeb Chief Legal Officer and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on July 14, 2022 |
 |
The Notice of Annual Meeting, Proxy Statement and |
the fiscal year ended January 31, 2022 are available free of charge in the “SEC Filings” subsection of the “Financial Information” section of Box’s Investor Relations website at http://www.box.com/investors or at https://materials.proxyvote.com/10316T. |
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| | PROXY SUMMARY | |
This section highlights information contained in other parts of this Proxy Statement. We encourage you to review the entire Proxy Statement for more detail on these items, as well as our Annual Report for the fiscal year ended January 31, 2022.
MATTERS TO BE VOTED ON
| | Proposal Number | | | Description | | | Board Recommendation | |
| | 1 | | | Election of Directors | | | FOR ALL the Company’s Nominees | |
| | | | To elect three Class II directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. | | | | ||
| | 2 | | | Advisory Vote on the Compensation of our Named Executive Officers | | | FOR | |
| | | | To approve, on an advisory basis, the compensation of our named executive officers. | | | | ||
| | 3 | | | Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | | | FOR ONE YEAR | |
| | | | To approve, on an advisory basis, to hold future stockholder advisory votes on the compensation of our named executive officers every one year. | | | | ||
| | 4 | | | Ratification of Appointment of Independent Registered Public Accounting Firm | | | FOR | |
| | | | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023. | | | |
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| | PROXY SUMMARY | |
The following table provides summary information about each director nominee and our other directors as of May 1, 2022.
| | Name | | | Age | | | Director Since | | | Independent | | | Class | | | Current Term Expires | | | AC | | | CC | | | NCGC | | | OC | | | Skills and Experience | |
| | DIRECTOR NOMINEES* | | ||||||||||||||||||||||||||||||
| | Kim Hammonds | | | 55 | | | 2018 | | | Yes | | | II | | | 2022 | | | | | | |  | | | | | |  | | ||
| | Dan Levin | | | 58 | | | 2010 | | | Yes | | | II | | | 2022 | | | | | | | | | | |  | | ||||
| | Bethany Mayer (Chair) | | | 60 | | | 2020 | | | Yes | | | II | | | 2022 | | | | |  | | | | | | | |  | | ||
| | 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 | | | | | | | | | | |  | | ||||
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| | | Chairperson | | |  | | | Executive Management and Leadership |
| | | Member | | |  | | | Technology |
* | | | If elected, term will expire in 2025 | | |  | | | Operations |
AC | | | Audit Committee | | |  | | | Go-To-Market |
CC | | | Compensation Committee | | |  | | | Corporate Governance/Public Company Board |
NCGC | | | Nominating and Corporate Governance Committee | | |  | | | Finance/Investment/Accounting |
OC | | | Operating Committee | | |  | | | Enterprise IT |
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| | PROXY SUMMARY | |
CORPORATE GOVERNANCE HIGHLIGHTS
| | Recent Governance Improvements | | |||
| | ✔ | | | Separation of Board Chair and CEO roles | |
| | ✔ | | | Robust duties and responsibilities for independent Board Chair role | |
| | ✔ | | | Women serving as Board Chair and chair of 3 Board committees | |
| | ✔ | | | Majority of Board has joined since 2018 | |
| | ✔ | | | Elimination of supermajority stockholder vote requirements in the Bylaws | |
| | ✔ | | | Elimination of all supermajority stockholder vote requirements in the Charter | |
| | ✔ | | | Majority voting standard in uncontested director elections with a director resignation policy | |
| | ✔ | | | Proxy access for stockholders | |
| | ✔ | | | Corporate Governance Guidelines reflect 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 | |
| | ✔ | | | Average Board tenure goal of ten years or less for independent directors to encourage director refreshment | |
| | Historical Governance Practices | | |||
| | ✔ | | | 8 of 9 directors are independent | |
| | ✔ | | | Each Board Committee is composed of independent directors | |
| | ✔ | | | Annual performance evaluations of directors | |
| | ✔ | | | Ongoing comprehensive succession planning for CEO and key executive officers | |
| | ✔ | | | Board is composed of 44% women and 22% of directors from underrepresented communities | |
| | ✔ | | | Limitation on director service on other public company boards | |
| | ✔ | | | All directors attend 75% or more of all Board meetings | |
| | ✔ | | | Meaningful stock ownership and retention guidelines for directors and CEO | |
| | ✔ | | | Policy prohibiting hedging of Company stock by directors and officers | |
| | ✔ | | | Clawback provisions for both cash and equity awards | |
| | | | | | 3 |
PROXY STATEMENT
FOR 20192022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:30 p.m. Pacific Time on Wednesday, June 19, 2019
Thursday, July 14, 2022
This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors (the “Board of Directors”) for use at the 20192022 annual meeting of stockholders of Box, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held virtually on Wednesday, June 19, 2019Thursday, July 14, 2022 at 1:30 p.m. Pacific Time. You can attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/BOX2019,BOX2022, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about May 8, 201927, 2022 to all stockholders entitled to vote at the Annual Meeting.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
Why are we holding a virtual Annual Meeting?
Similar to previous years, this year we have implemented a virtual format for our Annual Meeting, which will be conducted via live audio webcast and online stockholder tools. We believe a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost (other than any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies). A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during the Annual Meeting so they can ask questions of our board of directors or management. During the Annual Meeting, we maywill only answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
Who is entitled to vote at the Annual Meeting?
Attendance at the Annual Meeting will be limited to stockholders of the company as of the close of business on May 16, 2022, the record date for the Annual Meeting (the “Record Date”). Only holders of record of our Class A common stock and Series A Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”), at the close of business on the Record Date are entitled to vote at the Annual Meeting. On the Record Date, there were 145,598,135 of shares of Class A common stock issued and outstanding and 500,000 shares of Series A Preferred Stock issued and outstanding.
Holders of the Series A Preferred Stock are entitled to vote with the holders of the Class A common stock on an “as converted” basis as set out in the Certificate of Designations for the Series A Preferred Stock (the “Series A Certificate of Designations”). The Series A Preferred Stock is convertible, in whole or in part, at any time at the option of the holder, into shares of Class A common stock at an initial conversion rate of 37.037 shares of Class A
4 | | | | | |
common stock per share of Series A Preferred Stock, subject to certain adjustments described in the Series A Certificate of Designations. As of the Record Date, the Series A Preferred Stock was convertible in the aggregate into 18,588,694 shares of Class A common stock and provides approximately 37.18 votes per share of Series A Preferred Stock.
The Class A common stock together with the Series A Preferred Stock is referred to herein as “Voting Stock.” The Voting Stock votes together as a single class unless otherwise provided.
Each stockholder of record is entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Preferred Stock on an “as converted” basis.
What matters am I voting on?
You will be voting on:
the election of three Class II directors to serve until our 20222025 annual meeting of stockholders and until their successors are duly elected and qualified;
a proposal to approve, on an advisory basis, the compensation of our named executive officers;
a proposal to approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers;
a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2020;2023; and
any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
How does the Board of Directors recommend I vote on these proposals?
Our Board of Directors recommends a vote:
“FOR”FOR ALL” the election ofcompany’s nominees Kim Hammonds, Dan Levin, and Josh SteinBethany Mayer to be elected as Class II directors;
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“FOR”FOR” the approval, on an advisory basis, of the compensation of our named executive officers;
To hold future stockholder advisory votes on the compensation of our named executive officers every “ONE YEAR”; and
“FOR”FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2020.2023.
Who is entitled to vote?
Holders of our Class A common stock as of the close of business on April 26, 2019 (the “Record Date”) may vote at the Annual Meeting. As of the Record Date, there were 146,493,501 shares of our Class A common stock outstanding and entitled to vote. Each stockholder will be entitled to one vote on each proposal for each share of our Class A common stock held by them on the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of directors. Our Class A common stock is referred to in this proxy statement as our common stock.
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”
How many votes are needed for approval of each proposal?
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binding on our Board of Directors or our company. Our Board of Directors and our Compensation Committee will consider the outcome of the vote when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.
| • | 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, |
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vote of a majority of the voting power of the shares of our |
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 brokernon-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 June 18, 2019July 13, 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 June 18, 2019July 13, 2022 at1-800-690-6903 if you are a “registered” stockholder or1-800-454-8683 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/BOX2019,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 liveby ballot at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes.
What is a proxy?
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).
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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?
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/BOX2019. 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 June 19, 2019. We encourage you to access the meeting prior to the start time. Onlinecheck-in will begin at 1:15 p.m. Pacific Time, and you should allow ample time for thecheck-in procedures.
stockholder.
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.
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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 8, 201927, 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 bye-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.
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, 2020. Your broker will not have discretion to vote on any other proposals, which are“non-routine” matters, absent direction from you.
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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 Form8-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 Form8-K within four business days after the Annual Meeting, we will file a Current Report on Form8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form8-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 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.
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What
How are proxies solicited for the Annual Meeting?
Our Board of Directors is soliciting proxies for use at the deadline to propose actionsAnnual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks or other nominees 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 inclusionreasonable expenses that they incur in sending our proxy statementmaterials 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 consideration at next year’s annual meetingsoliciting 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 stockholdersour common stock in street name for their customers are generally required to vote such shares in the manner directed by submitting 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, 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 writingthe preceding question) with respect to our Secretary inyour account, unless you provide the broker with specific voting instructions. This is referred to as a timely manner. For a stockholder proposal“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 inclusion in our proxy statement forfiscal year ending January 31, 2023.
What is a quorum?
A quorum is the 2020 annual meetingminimum number of stockholders, our Secretary must receiveshares required to be present at the written proposal at our principal executive offices not later than January 9, 2020. In addition, stockholder proposals must comply with the requirements ofRule 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 wishAnnual Meeting to present a proposal beforeproperly hold 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 onlyconduct 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
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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 2020 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:
not earlier than February 23, 2020; and
not later than the end of the day on March 24, 2020.
In the event that we hold the 2020 annual meeting of stockholders more than 30 days before or more than 60 days after theone-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 2020 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 2020 annual meeting of stockholders; or
the 10th day following the day on which public announcement of the date of our 2020 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.
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,under our amended and restated bylaws permit stockholders(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 nominate directorsvote 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 election at an annualpurposes of determining a quorum.
How will the Annual Meeting be conducted?
The Annual Meeting will be a completely virtual meeting of stockholders. To nominateYou 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 director,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: |
http://www.virtualshareholdermeeting.com/BOX2022. Please have your proxy card or Notice of Annual Meeting containing the stockholdersixteen-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 providealso 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.
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| • | 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 required by our amended and restated bylaws. In addition,regarding the stockholder must give timely noticeability of stockholders to our Secretary in accordance with our amended and restated bylaws, which, in general, require thatask questions during 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 toAnnual Meeting will be included in a proxy statement.
Availabilitythe rules of Bylaws
A copy of our amended and restated bylaws isconduct that will be available on our website at http://www.box.com/investors. the Annual Meeting website.
If I can’t attend the Annual Meeting, can I vote later?
You may also contact our Secretarydo 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 address set forth above for a copyAnnual 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 relevant bylaw provisions regardingAnnual Meeting?
We will announce preliminary voting results at the requirements for making stockholder proposalsAnnual 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 nominating director candidates.will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
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Position Directors with Terms Expiring at the Annual Meeting/Nominees Kim Hammonds(1) Dan Levin Josh Stein(2)(3) Continuing Directors Sue Barsamian(2)(3) Rory O’Driscoll(1) Dylan Smith Dana Evan(1)(2)(3) Peter Leav(4) Aaron Levie Non- Continuing Directors Steven Krausz(1)(5) Our business affairs are managed under the direction of our Board of Directors, which is currently composedcomprised of nine members. SixEight 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, 2019,May 1, 2022, and certain other information for each of the members of our Board of Directors with terms expiring at the Annual Meeting (who are alsoDirectors’ three nominees for election as a Class II director at the Annual Meeting)Meeting, and for each of the continuing members of our Board of Directors: Class Age Director
Since Current
Term
Expires Expiration
of Term
For Which
Nominated II 51 Director 2018 2019 2022 II 55 Director 2010 2019 2022 II 45 Director 2006 2019 2022 III 59 Director 2018 2020 — III 54 Director 2010 2020 — III 33 Chief Financial Officer and Director 2005 2020 — I 59 Director 2011 2021 — I 48 Director 2019 2021 — I 34 Chairman and Chief Executive Officer 2005 2021 — I 64 Director 2013 — — Name Age DirectorSince Independent Class CurrentTermExpires Expirationof Termfor WhichNominated AuditCommittee CompensationCommittee Nominating &CorporateGovernanceCommittee OperatingCommittee 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 (1) Committee Chairperson Committee Member of our Audit Committee
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| | Kim 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 • 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 the Management Board from August 2016 to May 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 2013. She previously led IT systems development for manufacturing operations in the Americas, and directed global IT reliability and factory systems at Dell Inc. Ms. Hammonds has served on the board of directors of Tenable Holdings, Inc., a provider of cybersecurity solutions, since June 2018, Zoom Video Communications, Inc., an enterprise video communications company, since September 2018, and UiPath Inc., a robotic process automation company, since September 2020. She previously served as a director at Red Hat, Inc., a provider of open source solutions, from August 2015 until its sale to International Business Machines Corporation (IBM) in July 2019; Cloudera, a data management, machine learning, and advance analytics platform provider, from March 2017 to January 2020; and Cumulus Networks, an open source networking company, from November 2018 until its sale to NVIDIA Corporation in August 2020. Ms. Hammonds holds a B.S. in Mechanical Engineering from University of Michigan and an MBA in Marketing from Western Michigan University. Ms. Hammonds was selected to serve on our Board of Directors because of her extensive enterprise IT and global go-to-market strategy expertise as well as her significant experience serving as a public company board director at numerous enterprise software and data storage companies. |
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 | | | 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. |
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 | | | Bethany Mayer Chair Director Since: April 2020 Independent Board Committees: Compensation (Chair); Operating • Former President, Chief Executive Officer and Director of Ixia • Executive advisor with Siris Capital Group LLC • Former senior executive at Sempra Energy, HP, Blue Coat Systems, Cisco and Apple Computer • Director of LAM Research, Marvell Technology* and Sempra Energy She is currently an executive advisor 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. From 2014 through April 2017, she was the President and Chief Executive Officer 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. She has served on the board of directors of LAM Research Corporation, a semiconductor equipment company, since May 2019; Marvell Technology Group*, an infrastructure semiconductor solutions company, since May 2018; and Sempra Energy, an energy services holding 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 B.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 and leadership experience scaling multi-billion-dollar enterprises as well as her significant corporate governance expertise across a range of industries. |
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 | | | 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. |
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 | | | Dana Evan Director Since: December 2011 Independent Board Committees: Audit; Nominating and Corporate Governance |
• Former CFO of VeriSign, Inc. • Former Venture Partner at Icon Ventures • Director of Domo, 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 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. Ms. Evan served as Chief Financial Officer of VeriSign, Inc., a provider of intelligent infrastructure services for the internet and telecommunications network, from 1996 to 2007. Ms. Evan has served on the boards 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, since April 2015; and Momentive Global Inc. (formerly SVMK Inc. or SurveyMonkey), an online survey development cloud-based software, since March 2012. She previously served as director of Proofpoint, Inc., from June 2008 until its acquisition by Thoma Bravo in August 2021; Criteo S.A., a performance display advertising company, from March 2013 until June 2017; Fusion-io, Inc., a flash memory technology company, 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 2009; 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 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 |
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 | | | 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. 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 |
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Kim Hammonds has served as a member of our Board 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 as a member of the Deutsche Bank Management Board from August 2016 to May 2018. She joined Deutsche Bank as Chief Information Officer and GlobalCo-Head Technology and Operations in November 2013 from The Boeing Company, a global aerospace company. Ms. Hammonds joined Boeing in 2008 and served in 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 serves on the board of directors of Cloudera, Inc. a data management, machine learning and advance analytics platform provider, Tenable Holdings, Inc., a provider of cybersecurity solutions, Red Hat, Inc., a provider of open source solutions, Zoom Video Communications, Inc., an enterprise video communications company, and Cumulus Networks, Inc., an open source networking company.
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 | | | Peter Leav Director Since: June 2019 Independent Board Committees: 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 Directors of McAfee Corp, a cybersecurity company, since February 2020. He served previously as President, 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. Mr. Leav was a director of Proofpoint, Inc., a security-as-a-service provider, from July 2019 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 extensive 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 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 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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Ms. Hammonds holds a B.S. in Mechanical Engineering from University of Michigan and an MBA in Marketing from Western Michigan University.
Ms. Hammonds was selected to serve on our Board of Directors because of her enterprise IT and globalgo-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 as a member of our Board of Directors since January 2010. From March 2009 to July 2010, Mr. Levin served as an advisor to various technologystart-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 roles 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.
Mr. Levin was selected to serve on our Board of Directors because of his extensive experience with technology companies.
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.
 | | | John Park Director 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 subsidiary of Henry Schein, Inc. Mr. Park joined KKR in 2013 and is a Partner and head of the technology industry team within KKR’s Americas Private Equity platform. He is also a member of the Investment Committee and Portfolio Management Committee for KKR’s Americas Private Equity. He currently serves as a director of Henry Schein One, a subsidiary of Henry Schein, Inc., as well as a number of private companies. Mr. Park previously served on the board of directors of GoDaddy Inc., an Internet domain registrar and web hosting company, from February 2015 to June 2019. Prior to joining KKR, Mr. Park was with Apax Partners LLP, where he focused on software investments around the world. He was also a member of the mergers & acquisitions practice at Morgan Stanley. Mr. Park 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 a focus on the cloud and his track record of helping companies drive disciplined growth and profitability. |
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Sue Barsamian has served on our Board of Directors since May 2018. Ms. Barsamian served as the Senior Vice President, 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 Senior Vice President and 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. From 2011 to 2017, Ms. Barsamian served as an advisory council member of the Kansas State University College of Engineering Advisory Board. Ms. Barsamian currently serves on the Board of Directors of Symantec Corporation, a cybersecurity software and services 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.TABLE OF CONTENTS
Ms. Barsamian was selected to serve on our Board of Directors because of her enterprise software sales and globalgo-to-market strategy experience.
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 boards of directors of several privately held companies. Mr. O’Driscoll holds a B.Sc. from the London School of Economics.
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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.
Dylan Smithco-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.
Dana Evan has served as a member of our Board of Directors since December 2011. Since 2013, 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. Ms. Evan currently serves on the board of directors of Farfetch Limited, a global technology platform for the luxury fashion industry, SVMK Inc. (Survey Monkey), an online survey development cloud-based software, Domo, Inc., a business intelligence tools and data visualization company, Proofpoint, Inc., asecurity-as-a-service provider, and a number of privately held companies, and previously served on the Board of Directors of Criteo S.A., a performance display advertising company, andFusion-io, Inc., a flash memory technology company. Ms. Evan previously served on the Boards of Directors of Omniture, Inc., an online marketing and web analytics company, until it was acquired by Adobe Systems Incorporated in October 2009 and Everyday Health, Inc., a provider of digital health and wellness solutions, until it was acquired by Ziff Davis, LLC in December 2016. On April 4, 2019, it was announced that Ms. Evan was selected as 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 experience in operations, strategy, accounting, financial management and investor relations at both publicly and privately held technology companies.
Steven Krausz has served as a member of our Board of Directors since August 2013 until his resignation effective immediately following the Annual Meeting. Since 1985, Mr. Krausz has served in various roles at U.S. Venture Partners, a venture capital firm, where he currently serves as a Managing Member. Mr. Krausz currently serves on the boards of directors of a number of privately held companies. Mr. Krausz holds a B.S. in Electrical Engineering from Stanford University and an M.B.A. from the Stanford Graduate School of Business.
Mr. Krausz was selected to serve on our Board of Directors because of his experience as a director of both publicly and privately held technology companies.
Peter Leavwill serve as a member of our Board of Directors, effective following the conclusion of the Annual Meeting. Mr. Leav served as President, Chief Executive Officer, 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 Operations 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, Inc., a 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
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manufacturer of communications and information technology networking products, from July 2000 to November 2004. Mr. Leav served on the board of directors of HD Supply, Inc., an industrial distributor company, from October 2014 to July 2017. Mr. Leav holds a bachelor’s degree from Lehigh University.
Mr. Leav was selected to serve on our Board of Directors because of his general management, technology, communications and globalgo-to-market strategy and operations experience.
Aaron Levieco-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 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.
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 inRule 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 Committee 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. Compensation committee members must also satisfy the additional independence criteria set forth inRule 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, BarsamianHammonds, and HammondsMayer or Messrs. Krausz,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 eachnon-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 eachnon-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”Our 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-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.-10-
Our 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 Mr. 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.
| | Duties and Responsibilities of Independent Chair of our Board of Directors | | |||
| | ✔ | | | 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 | |
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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 anynon-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.During our fiscal year ended January 31, 2019,2022, our Board of Directors held sevennine 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.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. FiveNine directors attended our 20182021 annual meeting of stockholders.Our Board of Directors has established an Audit Committee, a Compensation Committee, and 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.Audit CommitteeOur Audit Committee consists of Mses.Ms. Evan and HammondsMessrs. Lazar and Park, with Mr. O’Driscoll, with Ms. EvanLazar serving as the chair. Ms. Hammonds joined the Audit Committee in October 2018. Mr. Krausz will resign from our Board of Directors and the Audit Committee effective immediately following the Annual Meeting. Following his appointment to the Board of Directors after the conclusion of the Annual Meeting, Mr. Leav will join the Audit Committee. 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) ofRegulation 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:-11-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, 2019,2022, our Audit Committee held fivefour meetings.20
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. 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; reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by our Audit Compensation CommitteeDuring our fiscal year ended January 31, 2019,2022, our Compensation Committee consisted of Mses. Barsamian and Mayer and Messrs. O’Driscoll, SteinLeav and Park, with Ms. Evan, with Mr. SteinMayer serving as the chair. In April 2018, Ms. EvanMay 2021, Mr. Park joined ourthe Compensation Committee and in May 2019, subsequent toMs. Evan stepped off of the end of fiscal year 2019, Ms. Barsamian joined ourCommittee. Our Compensation Committee replacing Mr. O’Driscoll.consists of Mses. Barsamian and Mayer and Messrs. Leav and Park, with Ms. Mayer serving as the chair. 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, includingRule 10C-1 under the Exchange Act. Each member of our Compensation Committee is also anon-employee director, as defined pursuant toRule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is, among other things, responsible for the following: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, 2019,2022, our Compensation Committee held fiveseven meetings.Nominating and Corporate Governance CommitteeDuring our fiscal year ended January 31, 2019, ourOur Nominating and Corporate Governance Committee consistedconsists of Mses. Evan and Barsamian and Mr. Stein,Hammonds, with Ms. Evan serving as the chair. In April 2018, Ms. Evan was appointed chair of the committee, and in June 2018, Ms. Barsamian joined our Nominating and Corporate Governance Committee. 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:-12- andCommittee.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, 2019,2022, our Nominating and Corporate Governance Committee held three meetings.Operating CommitteeOur 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. During our fiscal year ended January 31, 2022, our Operating Committee held four meetings. 21
Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our 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.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 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.Pursuant 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-13-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.22
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 2020 annual meeting of stockholders, our General Counsel or Legal Department must receive the nomination no earlier than February 23, 2020 and no later than March 24, 2020.
The 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.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 in 2015, we’ve held an annual “Investor Day” to provide stockholders with a detailed update on our strategy and financial outlook as well as access to the 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. Employees receive quarterly updates on investor sentiment following our earnings calls to empower them to drive alignment with corporate financial objectives.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 theday-to-day management of risks 23
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.
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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 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.
Leading 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 supports 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 environmental, social and governance activities, programs and public disclosure, including feedback received from stockholders. Box’s commitment to environmental, social, and governance (ESG) initiatives focuses on the following key areas outlined below. For more information, we encourage you to visit our website at https://www.box.com/about-us/esg and review our ESG framework for fiscal 2023.
Environmental
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.
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:
| • | Sustainable offices: Our Redwood City, San Francisco and Austin offices are all LEED Gold certified; our New York office is LEED Silver certified; and our London office is BREEAM certified. |
| • | Reducing greenhouse gas emissions: By making on-site electric vehicle charging stations free to employees, we have cut over 260,000 kg in greenhouse gas emissions since December 2014. |
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| • | Public transit incentives: We provide subsidized transportation benefits to all eligible U.S. employees. |
| • | Avoiding 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 devices such as laptops, ipads, and phones. |
| • | Energy efficient data centers: We use data centers that have achieved or have committed to achieve 100% renewable energy targets. |
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 driving consistency with the interview and selection process. |
| • | 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.
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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
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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.
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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, as described below:
below.
On a periodic basis, our Compensation Committee consults with Compensia, a nationally recognized independent compensation consulting firm, regarding the compensation paid to our outside directors. Following the end of fiscal years 2021 and 2022, as part of the reviews, our Compensation Committee reviewed data provided by Compensia regarding the compensation provided to outside directors of our peer companies.
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 Chair of our Board shall be paid an annual cash retainer of $50,000.
In September 2021, the Compensation Committee, in consultation with Compensia, recommended and the Board of Directors approved (i) the grant to Ms. Mayer, as Chair of our Board, of an award of time based Company restricted stock units (“RSUs”) with a value of $100,000 (as indicated in the “Director Compensation for Fiscal Year 2022” table below), which RSUs would vest in full on the earlier of (a) twelve months from today or (b) the date of the 2022 annual stockholder meeting and (ii) an amendment to our Outside Director Compensation Policy to provide that annually, starting at the 2022 annual stockholder meeting, the non-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 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 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 $40,000, effective March 24, 2022.
Cash Compensation
Each
Under our Outside Director Compensation Policy in effect during fiscal year 2022, each outside director will bewas 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 willwere also be eligible to receive the following additional cash fees for service on the committees of our Board of Directors:
Committee | Committee Member Annual Retainer | Committee Chair Annual Retainer | ||||||
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 will be 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.
| | Committee | | | Committee Member Annual Retainer | | | Committee Chair Annual Retainer | |
| | 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 willis eligible to receive 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 will be comprised of stock options and restricted stock units, each having a value of 50% of the aggregate Initial Award. The Initial Award will vestvests 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.
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On the date of each annual meeting of our stockholders, each outside director willis eligible to receive an annual equity award with a value of $200,000 (“Annual Equity Award”). The Annual Equity Award will be comprisedis composed entirely of stock options and restricted stock units, each having a value of 50% of the aggregate Annual Award.RSUs. The Annual Equity Award will fully
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vest vests upon the earlier of the12-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 willis not be eligible for an Annual Equity Award unless the outside director hashad been a director for at least one full calendar year or since the previous year’s annual meeting of stockholders.
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 will beis 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 the30-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 $25,000 in recognition of that committee’s service and contributions throughout much of calendar year 2021. The numberBoard of Directors formed the Strategy Committee to lead a review of a wide range of strategic options to maximize stockholder value.
Stock Ownership Guidelines
Our Board of Directors believes that our directors should hold a meaningful financial stake in the company in order to further align their interests with those of our stockholders. As such, our Board of Directors adopted stock ownership guidelines in December 2019. Under these guidelines, our non-employee directors are required to achieve specified ownership levels by the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024. Under these guidelines, each non-employee director must own company stock with a value of three times the annual cash retainer for Board service. As of January 31, 2022, all of our non-employee directors met, exceeded, or were on track to meet these ownership guidelines within the time frames set out above based on their respective rates of stock options subject to an Initial Award or Annual Award will be determined by multiplying the number of shares of our Class A common stock determined in the preceding sentence by two.accumulation.
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2022 Director(1) Sue Barsamian Dana Evan(3) Kim Hammonds Steven Krausz(3)(4) Dan Levin(5) Rory O’Driscoll(3) Gary Reiner(6) Josh Stein(3) The amounts reported represent the aggregate grant-date fair value of the stock options and As of January 31, Mr. Director Compensation for Fiscal Year 2019The following table provides information regarding the total compensation that was earned by each of ournon-employee directors inwith respect to our fiscal year ended January 31, 2019. Fees Earned
or Paid in
Cash ($) Option
Awards($)(2) Stock
Awards($)(2) Total($) 22,690 225,639 247,978 496,308 63,708 95,539 107,308 266,555 10,946 174,308 189,634 374,887 38,000 95,539 107,308 240,847 — — — — 58,000 95,539 107,308 260,847 — — — — 46,000 95,539 107,308 248,847 Director Fees Earnedor Paid inCash ($)(1) OptionAwards ($)(2) StockAwards ($)(2) Total ($) Sue Barsamian(3) 63,676 — 187,596 251,272 Carl Bass(4) 64,140 — 187,596 251,736 Dana Evan(3) 84,848 — 187,596 272,444 Kim Hammonds(3) 48,546 — 187,596 236,142 Jack Lazar(3) 85,733 — 187,596 273,329 Peter Leav(3) 42,284 — 187,596 229,880 Dan Levin(3) 34,284 — 187,596 221,880 Bethany Mayer(3)(5) 125,388 — 283,147 408,535 John Park(6) — — — — (1) Peter Leav will join ourThe 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 before the Board of Directors followingdissolved the conclusion of the Annual Meeting, subsequent to the end of fiscal year 2019, and is therefore not includedStrategy Committee in the table above.(2) 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 1112 to our audited consolidated financial statements included in our Annual Report on Form10-K, as filed with the SEC on March 20, 2019.(3) 2019,2022, each of Ms.Mses. Barsamian, Evan, Hammonds and Mayer and Messrs. Krausz, O’DriscollBass, Lazar, Leav and SteinLevin held an option to purchase 7,398 shares of our Class A common stock and 3,6997,949 RSUs. 100% of the shares of our Class A common stock subject to these options and underlying the RSUs will vest on June 19, 2019.(4) Krausz will resign from our Board of Directors effective immediately following the Annual Meeting.(5)Per Mr. Levin’s Transition Employment Letter dated July 11, 2017, Mr. Levin will not receive or accrue any compensation under the Company’s Outside Director Compensation Policy until the first annual meeting of stockholders at which he is reelected after his resignation as an employee.(6)Mr. Reiner resigned fromBass ceased serving on our Board of Directors on October 15, 2018. He hadMarch 21, 2022. His stock awards have subsequently been canceled and will not vest on September 2, 2022.(5) As of January 31, 2022, Ms. Mayer also waived his cash and equity fees throughoutheld 4,066 RSUs. 100% of the shares of our Class A common stock underlying the RSUs will vest on September 29, 2022, subject to the director’s continued service through such date.(6) Pursuant to the Investment Agreement described below in “Related Person Transactions,” Mr. Park is not entitled to receive any compensation from Box for his service on our Board of Directors. Our directors who are also our employees receive no additional compensation for their service as directors. During our fiscal year ended January 31, 2019, 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.30
