DEF 14A of 8X8 Inc /De/

Filed Jun 13, 2025 · FY20250001023731-25-000051

Open on EDGAR

DIRECTOR NOMINEES
DIRECTOR NOMINEES In Proposal One, our stockholders are asked to vote on the election of the eight individuals nominated by the Board, each of whom is currently serving as a director. The tables below set forth basic information concerning each nominee individually and highlight certain qualifications, areas of expertise and attributes of our nominees collectively.
DIRECTOR NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | | Jaswinder Pal Singh(1) | 60 | 2013 | Professor of Computer Science, Princeton University | Yes | | Andrew Burton | 53 | 2024 | President and Chief Operating Officer, Rapid7, Inc. | Yes | | Monique Bonner | 54 | 2018 | Board Director and Business Owner | Yes | | Todd Ford | 58 | 2019 | Board Director and Advisor | Yes | | Alison Gleeson | 59 | 2021 | Board Director and Advisor | Yes | | John Pagliuca | 48 | 2024 | Chief Executive Officer, N-Able | Yes | | Elizabeth Theophille | 58 | 2019 | Board Director and Advisor | Yes | | Samuel Wilson | 56 | 2023 | Chief Executive Officer, 8x8, Inc. | No |
DIRECTOR NOMINEES
(1)Dr. Singh has served as Chairman of the Board since December 10, 2020.
DIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE Our Board determines director independence in compliance with the listing standards of the exchange our common stock is traded on, the rules and regulations of the SEC, and our Corporate Governance Principles. The Board is required to determine the independence of each director of the Board as required by the Nasdaq, where the Company’s common stock is listed. The rules of the Nasdaq require that a majority of our directors be independent within the meaning of those rules. Additionally, our Corporate Governance Principles require that a substantial majority of our directors be independent. For a director to be considered independent under the Nasdaq rules, our Board must affirmatively determine that the director: ▪does not hold an executive officer or employee position within the Company; ▪in the Board’s opinion, does not have a relationship that would interfere with the exercise of independent judgment in carrying out a director’s responsibilities; and ▪satisfies each of the requirements under rule 5605(a)(2) of the Nasdaq. Board has adopted a definition of independence which conforms to the above independence requirements of the Nasdaq and further requires a director not to have any relationship (material or otherwise, and including social relationships) that would reasonably be expected to impair his or her exercise of independent judgment in carrying out the responsibilities of a director. We believe it is important that, in making a determination of independence, our Board broadly consider all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with us (whether commercial, consulting, charitable, familial or otherwise), our Board considers the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. In addition, in affirmatively determining the independence of any director who will serve on our Compensation Committee, our Board must consider all factors specifically relevant to determining whether the individual has a relationship to us which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member. These factors include: ▪the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the listed company to such director; and ▪whether such a director is affiliated with 8x8, a subsidiary of 8x8 or an affiliate of a subsidiary of 8x8. In this context, the Board assesses the sources of a director’s compensation, considering whether the director receives compensation from any person or entity that would impair their ability to make independent judgments about the Company’s executive compensation. Additionally, when evaluating an affiliate relationship a director has with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company for purposes of Compensation Committee service, the Board determines whether the affiliate relationship places the director under the direct or indirect control of 8x8 or our senior management or creates a direct relationship between the director and members of senior management that would impair the director’s ability to make independent judgments about the Company’s executive compensation. Our Board has determined that seven of its eight current nominees for re-election, who are all current members, are “independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq rules and under our own definition of independence:
DIRECTOR INDEPENDENCE
| Independent | Not Independent | | Jaswinder Pal Singh | Samuel Wilson | | Monique Bonner | | | Andrew Burton | | | Todd Ford | | | Alison Gleeson | | | John Pagliuca | | | Elizabeth Theophille | |
DIRECTOR INDEPENDENCE
In making these determinations, the Board affirmatively determined that there are no business relationships that are material or that would interfere with the exercise of independent judgment by any of the independent directors in their service on the Board or its committees. In making this determination with respect to Ms. Gleeson, the Board considered, among other factors, that Zoominfo, Inc. (“Zoominfo”), of which Ms. Gleeson is a current member of its board of directors, is a vendor to the Company (in that we made payments of approximately $0.6 million to Zoominfo during fiscal 2025) and that Elastic N.V. (“Elastic”), of which Ms. Gleeson is a current member of its board of directors, is a vendor to the Company (in that we made payments of approximately $156,000 to Elastic during fiscal 2025). The Board considered the materiality of each of these arrangements from the perspective of each of the Company, Zoominfo and Elastic. Among other things, the Board took into account the fact that Zoominfo was a vendor of the Company several years before Ms. Gleeson joined the Board in 2021 and before she joined the board of directors of Zoominfo in 2022 and that amount of the Company’s vendor relationship with Elastic was not material to either company, in making its determination regarding Ms. Gleeson’s independence. In making this determination with respect to Mr. Burton, the Board considered, among other factors, that Rapid7, Inc. (“Rapid7”) - where Mr. Burton served as an executive officer in the role of President and Chief Operating Officer when he joined the Board (though he has since left Rapid7 to become the Chief Executive Officer of commercetools GmbH) - is a current vendor to the Company. The Company made a total of approximately $183,000 in payments to Rapid7 in fiscal 2025. The Board considered the materiality of this arrangement from the perspective of both the Company and Rapid7, and took into account the fact that Rapid7 was a vendor of the Company before Mr. Burton joined the Board in June 2024, in making its determination regarding Mr. Burton’s independence. Each of the Board’s Audit Committee, Compensation Committee, Governance and Nominating Committee, Technology & Cybersecurity Committee and Strategic Investment Committee is composed solely of independent directors in accordance with the Nasdaq listing rules.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table The table below sets forth summary information concerning the compensation paid to each of our non-employee directors for their services as directors during fiscal 2025:
Fiscal 2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | All Other Compensation (4) ($) | Total ($) | | Jaswinder Pal Singh | 162,875 | 155,768 | — | 318,643 | | Monique Bonner | 110,500 | 155,768 | — | 266,268 | | Todd Ford | 117,875 | 155,768 | — | 273,643 | | Alison Gleeson | 104,720 | 155,768 | — | 260,488 | | Elizabeth Theophille(4) | 106,683 | 155,768 | 13,995 | 276,446 | | Andrew Burton(5) | 72,308 | 267,138 | — | 339,446 | | John Pagliuca(6) | 36,957 | 199,860 | — | 236,817 |
Fiscal 2025 Director Compensation Table
(1)As of March 31, 2025, each of our non-employee directors who served as directors in fiscal 2025 held outstanding RSUs representing the right to acquire the number of shares indicated in the table below and none held outstanding Company stock options:
Fiscal 2025 Director Compensation Table
| Name | RSUs(2) | | Jaswinder Pal Singh | 79,881 | | Monique Bonner | 79,881 | | Todd Ford | 79,881 | | Alison Gleeson | 79,881 | | Elizabeth Theophille | 79,881 | | Andrew Burton | 129,632 | | John Pagliuca | 72,413 |
Fiscal 2025 Director Compensation Table
(2)On August 23, 2024, Dr. Singh, Ms. Bonner, Mr. Ford, Ms. Gleeson, Mr. Burton and Ms. Theophille each received a grant of a stock award in the form of RSUs representing the right to receive 79,881 shares of common stock upon the completion of the director’s board service year, subject to his or her continued service through such date. Mr. Pagliuca was not appointed to the Board until November 2024. (3)The amounts reported reflect the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718 based on the closing market price of our common stock on the grant date. For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of our stock awards, refer to note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for our fiscal year ended March 31, 2025, filed with the SEC on May 22, 2025. (4)Fiscal 2025 amounts listed in the "All Other Compensation" column for Ms. Theophille reflect the tax equalization payments of $13,995 made to Ms. Theophille related to fiscal 2025 when Ms. Theophille was residing in Switzerland. Ms. Theophille’s compensation reported in the table is not reduced to reflect any expat reduction related to services she performed in fiscal 2025. (5)On June 17, 2024, upon his appointment to the Board, Mr. Burton received grants of (1) RSUs representing rights to receive 5,657 shares of common stock, which vested upon the completion of the board service year that was in effect at the time of grant, and (2) RSUs representing rights to receive 49,751 shares of common stock, vesting in two equal installments on the first and second anniversaries of the grant date, subject in each case to his continued service through such date. Mr. Burton’s annual cash Board service retainer was also pro-rated for the year of his appointment. (6)On November 18, 2024, upon his appointment to the Board, Mr. Pagliuca received grants of (1) RSUs representing rights to receive 36,182 shares of common stock, vesting upon the completion of the board service year that was in effect at the time of grant, and (2) RSUs representing rights to receive 36,231 shares of common stock, vesting in two equal installments on the first and second anniversaries of the grant date, subject in each case to his continued service through such date. Mr. Pagliuca’s annual cash Board service retainer was also pro-rated for the year of his appointment.
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS
NOMINEES
NOMINEES Our Board currently consists of eight directors, of whom eight have agreed to be named as nominees and stand for re-election at the 2025 Annual Meeting and serve as directors if elected. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to carry out their duties and to serve the best interests of 8x8 and its stockholders. Set forth below is a brief biography of each nominee and a description of certain key attributes that the Board considered in recommending such nominee for election. All information is presented as of the date of this Proxy Statement. Each of the directors elected at the 2025 Annual Meeting will hold office until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and until his or her successor has been duly elected and qualified.
NOMINEES
| THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES SET FORTH BELOW. |
NOMINEES
| JASWINDER PAL SINGH | | | Age 60 Director Since: 2013 INDEPENDENT Chairman of the Board Strategic Investment Committee Governance and Nominating Committee Technology & Cybersecurity Committee | SKILLS AND ATTRIBUTES: We believe Dr. Singh’s qualifications to serve as a director include his experience as an entrepreneur and executive who successfully managed the rapid growth of an online retail company; his expertise in software engineering, as a leading authority on scalable computing systems, infrastructure, and applications; and his experience managing and advising several other technology companies. Dr. Singh served as our Lead Independent Director prior to being appointed Chairman of the Board in December 2020. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Dr. Singh is currently a Full Professor of Computer Science at Princeton University, where he has served on the faculty for over 20 years. ▪Dr. Singh served as a director of Clearwater Analytics, Inc. from July 2022 until June 2025. ▪Dr. Singh served as Co-Founder and a Director from May 2013 to September 2017 of Gwynnie Bee, Inc., a technology company in the retail space, and rejoined the Board of CaaStle, Inc., formerly Gwynnie Bee, Inc., in December 2024. ▪Dr. Singh has also served as Co-Founder of Trust Machines, a technology company in the blockchain space, since September 2011. ▪Previously, Dr. Singh was co-founder and Chief Technology Officer of firstRain, Inc., a SaaS provider of market intelligence solutions for the enterprise. ▪Dr. Singh also served as an advisor to Right Media, Inc., a SaaS online advertising exchange that was acquired by Yahoo in 2007, and later led the development of Yahoo’s innovative next-generation advertising marketplace. ▪He is co-author of “Parallel Computer Architecture: A Hardware-Software Approach,” a leading textbook in parallel computing. ▪Dr. Singh is a named inventor under several patents and an author of over 75 published research papers. ▪He holds a BSE degree from Princeton University and MS and PhD degrees from Stanford University. |
NOMINEES
| MONIQUE BONNER | | | Age 54 Director Since: 2018 INDEPENDENT Governance and Nominating Committee (Chair) Compensation Committee | SKILLS AND ATTRIBUTES: Ms. Bonner has been a global marketing executive with a track record of successfully building brands, developing customer-centric marketing strategies, driving strategic transformations, and motivating teams to exceptional performance. We believe that Ms. Bonner’s extensive experience in leadership positions within the marketing functions of several large, public technology companies makes her uniquely positioned among our Board members to provide strategic and operational guidance at a time when we are looking to reinvigorate our sales and marketing function. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Ms. Bonner was most recently Executive Vice President & Chief Marketing Officer at Akamai Technologies, Inc. until 2021, where she led Akamai’s marketing efforts globally, including brand, communications, and field and digital marketing, as well as the company’s sales and services training and enablement programs. ▪Prior to Akamai, Ms. Bonner spent 16 years at Dell Technologies Inc. in a variety of roles, including sales, operations, strategy, and marketing. She led the company’s first global brand strategy work and designed and developed their digital innovation roadmap for marketing. She was also based in Europe for seven years. ▪Ms. Bonner serves on the board of Agero, Inc., a privately held digital platform company for roadside assistance, and on the board of Leaf Home, a privately held provider of home technology solutions. ▪Ms. Bonner is also the founder of Addison West, a home decor retailer. ▪She earned a Bachelor of Arts from Middlebury College and Master of Business from the University of Michigan. ▪She was named 2018 Massachusetts Technology Leadership Council CMO of the Year. |
NOMINEES
| ANDREW BURTON | | | Age 53 Director Since: 2024 INDEPENDENT Strategic Investment Committee (Chair) Audit Committee Technology & Cybersecurity Committee | SKILLS AND ATTRIBUTES: Mr. Burton’s qualifications to serve as a director include his extensive experience at various senior technology executive positions, including as President & Chief Operating Officer of a public SaaS company, where he is responsible for sales & marketing, go-to-market, product development and operations functions, and at a venture-backed startup that completed a successful IPO and went on to be a high-growth public company, where he was responsible for products and engineering. Mr. Burton was appointed to the Board in June 2024. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Andrew Burton is currently the Chief Executive Officer at commercetools, a market-leading, global commerce company, helping organizations transform ideas into revenue through innovative shopping and digital commerce experiences. Previously, he served as the President & Chief Operating Officer at Rapid7 (NASDAQ: RPD). •Prior to Rapid7, Mr. Burton was the CEO of Logentries, a leading provider of scalable, real-time machine data search and analytics technology, acquired by Rapid7 in October 2015. •Prior to Logentries, Andrew was SVP of products and engineering at LogMeIn (NASDAQ: LOGM), where he played an instrumental role in leading the company from venture-backed startup through a successful IPO and on to become a high-growth public company. •He earned a B.S. from Oregon State University, a MSc Information Systems from University College Dublin, and a MBA from Boston College. |
NOMINEES
| TODD FORD | | | Age 58 Director Since: 2019 INDEPENDENT Audit Committee (Chair) Compensation Committee Strategic Investment Committee | SKILLS AND ATTRIBUTES: Mr. Ford’s qualifications to serve as a director include his 15+ years of experience as chief financial officer and in other executive roles at public technology companies. Mr. Ford has been part of the leadership teams that guided the rapid growth and scaling of several successful SaaS businesses, including most recently as President of Finance and Operations of Coupa Software, Inc., a business spend management SaaS business, overseeing the company’s expansion since its initial public offering. In light of his management experience, expertise with the SaaS business model and familiarity with go-to-market strategies used by companies in adjacent industries, we believe Mr. Ford can offer high-level strategic advice and day-to-day operational insights to help 8x8 manage its growth successfully. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Mr. Ford served as President of Finance and Operations at Coupa Software, Inc. from June 2021 until March 2022. ▪Mr. Ford served as the Chief Financial Officer of Coupa Software from May 2015 to June 2021. ▪Mr. Ford served as the Chief Financial Officer of MobileIron, Inc., a mobile IT platform company for enterprises, from December 2013 to May 2015. ▪From June 2012 to July 2013, Mr. Ford served as the co-Chief Executive Officer and Chief Operating Officer of Canara, Inc., a provider of power systems infrastructure and predictive services. ▪From July 2007 to December 2013, Mr. Ford also served as the Managing Director of Broken Arrow Capital, a venture capital firm he founded in July 2007. ▪From April 2006 to May 2007, Mr. Ford served as President of Rackable Systems, Inc., a manufacturer of server and storage products for large-scale data center deployments (subsequently named Silicon Graphics International Corporation) and from December 2002 to April 2006, he served as Chief Financial Officer of Rackable Systems. ▪Mr. Ford serves on the board of directors of HashiCorp, Inc. and Artic Wolf Networks, Inc. ▪Mr. Ford holds a B.S. in Accounting from Santa Clara University. |
NOMINEES
| ALISON GLEESON | | | Age 59 Director Since: 2021 INDEPENDENT Compensation Committee (Chair) Technology & Cybersecurity Committee | SKILLS AND ATTRIBUTES: Ms. Gleeson was former Senior Vice President of the Americas organization, the largest of Cisco Systems, Inc.'s four geographic regions, responsible for more than $25 billion in annual sales for the company and leading nearly 9,000 employees across 35 countries. In more than 20 years at Cisco, Alison has led several top-performing organizations by focusing on a customer-first mentality, building go-to-market and data-driven initiatives, and strengthening Cisco’s relationships with top partners. This includes theaters in Canada, Latin America, US Commercial, US Public Sector, as well as the Global Enterprise Segment which included Cisco’s top 28 customers. We believe that her extensive enterprise sales and marketing experience, gives her a valuable and unique perspective among our Board members, particularly as we continue to focus on our product innovation to meet our customers’ evolving needs and go-to-market strategies. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Ms. Gleeson has been Special Advisor and Portfolio Committee Member to Brighton Park Capital, an investment firm that specializes in software, information services, and technology-enabled services, since October 2019. From March 2014 to October 2018, she was Senior Vice President of Cisco. Prior to serving as Senior Vice President at Cisco, Ms. Gleeson held several senior management positions at Cisco, including Senior Vice President, Commercial Business from 2011 to 2014, Vice President US Commercial Sales from 2009 to 2011, Area Vice President from 2004 to 2009, Operations Director from 2000 to 2004, and Regional Sales Manager from 1996 to 2000. ▪Prior to Cisco, Ms. Gleeson served in management roles at Unisys Corporation. ▪Ms. Gleeson currently serves as a Board member of Elasticsearch B.V. (NYSE: ESTC), a search engine company, and ZoomInfo Technologies, Inc. (NASDAQ: ZI), a go-to-market platform solution provider to find, acquire, and grow customers. ▪Ms. Gleeson has received Connected World's "Woman of IoT" award, Diversity Best Practice's "Above and Beyond Legacy Award," and Michigan Council for Women in Technology's "Woman of the Year Award." ▪Ms. Gleeson received a B.A. in Marketing from Michigan State University where she currently serves on the Advisory Board of the Eli Broad College of Business. |
NOMINEES
| ELIZABETH THEOPHILLE | | | Age 58 Director Since: 2019 INDEPENDENT Governance and Nominating Committee Technology & Cybersecurity Committee (Chair) | SKILLS AND ATTRIBUTES: In various senior management roles within large multinational enterprises, Ms. Theophille has long been an evangelist for cloud-based IT services and an early adopter of innovative technologies. She has overseen the digital transformation of IT systems, an important part of the messaging behind our marketing and sales efforts. We believe that her extensive operational experience with IT systems, her familiarity with the implementation of cloud-based solutions and migration from legacy IT systems, and her experience with European markets, give her a valuable and unique perspective among our Board members, particularly as we continue to hone our go-to-market strategies. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Ms. Theophille is currently CEO of EHT Consulting GmbH since February 1, 2023 and was previously the Chief Technology Transformation Officer of Novartis AG from November 2020 until January 2023, and prior to that she was Chief Technology and Digital Officer of Novartis AG from November 2016 until October 2020. Prior to Novartis, Ms. Theophille worked at Alcatel-Lucent S.A. in France from 2011 to 2016, where she held several senior management positions, including: ▪Group Chief Information Officer (2016) ▪Chief Technology Officer (2013-2015) ▪Vice President, Service Delivery (2011-2012) ▪Prior to Alcatel-Lucent, Ms. Theophille served in management roles at Capgemini S.A. in Paris, France, B.P. International Ltd. in Uxbridge, UK, and Vivendi Universal S.A. and Seagram, both in Paris, France. ▪Ms. Theophille currently serves as a Board member of Software One, a leading global software and cloud solutions provider listed on the SIX Swiss Exchange. ▪Ms. Theophille received a B.A., Business Administration, from International Management Center, Buckingham, UK, and a Higher National Certificate, Computer Science, from Glasgow College of Commerce, Glasgow, Scotland. |
NOMINEES
| JOHN PAGLIUCA | | | Age 48 Director Since: 2024 INDEPENDENT Audit Committee | SKILLS AND ATTRIBUTES: We believe Mr. Pagliuca’s qualifications to serve as a director include his extensive leadership experience in the software and managed services sectors, particularly his track record of scaling global SaaS businesses and driving operational excellence. His experience as a Chief Executive Officer and expertise in go-to-market strategy, financial discipline, and technology innovation make him a valuable addition to our Board as we execute on our strategic transformation and growth initiatives. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Mr. Pagliuca is currently Chief Executive Officer of N-able, Inc. (NYSE: NABL), a global provider of cloud-based software solutions for managed service providers (MSPs). Under his leadership, N-able completed its spin-off from SolarWinds and became an independent, publicly traded company focused on enabling digital transformation and IT management for MSPs. •Prior to becoming CEO, Mr. Pagliuca served as President of N-able, where he oversaw all aspects of the company’s operations and global strategy. •He previously held senior executive roles at SolarWinds, including leadership of the MSP division following its acquisition of LogicNow, where he was instrumental in expanding the company’s MSP platform globally. •Mr. Pagliuca began his career in finance and operations roles and has over two decades of experience in high-growth technology companies. •He holds a Bachelor’s degree from Merrimack College and a Master of Business Administration from Babson College. |
NOMINEES
| SAMUEL WILSON | | | Age 56 Director Since: 2023 Chief Executive Officer since 2023 | SKILLS AND ATTRIBUTES: Samuel (Sam) Wilson serves as Chief Executive Officer of 8x8. Mr. Wilson brings more than 25 years of experience in business strategy, financial analysis, investment management and sales leadership. He possesses in-depth knowledge of the growth and expense drivers of our business and has held multiple leadership positions within 8x8. He is an internationally recognized financial expert, Chartered Financial Analyst and former top-rated Wall Street analyst. | | | PROFESSIONAL AND ACADEMIC EXPERIENCE: Mr. Wilson has served as 8x8’s Chief Executive Officer since May 2023. •Mr. Wilson has held multiple leadership positions within 8x8, including Chief Financial Officer, Chief Customer Officer and Managing Director of EMEA, and Senior Vice President responsible for e-commerce, global small business and U.S. mid-market. •Prior to 8x8, he served as VP Finance for MobileIron, an enterprise software security company, from 2011 until 2017, with responsibilities for financial planning and analysis, investor relations, and treasury functions, as well as e-commerce. •Prior to MobileIron, he spent 14 years in technology banking, both as an analyst covering communications and as an institutional investor. •He holds a Bachelor’s Degree in Electrical Engineering from Seattle University and an MBA from the University of California, Berkeley. •Sam also served in the U.S. Army and was Airborne, Air Assault, and Ranger qualified. •He is a Chartered Financial Analyst. |
NOMINEES
Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of our eight nominees. In the event that any of our nominees become unable or declines to serve as a director at the time of the 2025 Annual Meeting, the proxy holders will vote the proxies for any substitute nominee who is designated by the current Board to fill the vacancy. It is not expected that any nominee listed will be unable or will decline to serve as a director. The eight nominees receiving the most votes cast “FOR” their selection shall be elected as directors at the 2025 Annual Meeting. However, the Board has adopted a policy requiring each director nominee to agree that, in an election of directors that is not a contested election, if the nominee fails to receive more votes cast “FOR” his or her selection than “WITHHELD,” the nominee shall tender his or her resignation to the Governance and Nominating Committee of the Board, which is authorized to consider each resignation tendered under the policy and recommend to the Board whether or not to accept the resignation. Each nominee for director has agreed to abide by this policy. For purposes of this policy, a “contested” election is an election in which the number of nominees for director exceeds the number of directors to be elected.
Compensation Aligned with Fiscal 2025 Performance
Compensation Aligned with Fiscal 2025 Performance In fiscal 2025, compensation outcomes for our named executive officers were informed by clearly defined financial and operational goals. Notable achievements that directly influenced pay decisions included: •Return to GAAP Profitability: We achieved a GAAP operating profit of $15.2 million, or 2% of revenue, compared to GAAP operating losses of $27.6 million and $66.3 million in fiscal 2024 and fiscal 2023, respectively. •Strong Cash Flow and Capital Discipline: We generated $64 million in operating cash flow and reduced outstanding debt by $73 million during the year, reflecting disciplined expense management and a focus on shareholder value. •Platform Innovation and Customer Impact: We delivered 14% year-over-year growth in new products, including 60% growth in AI-powered solutions. These results were driven by new capabilities across our platform, including chat summarization, AI-based health scoring, real-time transcription, and enhanced APIs and integrations. •Customer Retention and Multi-Product Growth: Service revenue from our core 8x8 customer base (excluding Fuze) grew 3% year-over-year, reflecting improved retention, increased platform usage, and greater adoption of our outcome-focused bundled solutions. •Continued reduction in value of RSUs and PSUs granted through our employee equity program: The total grant date value of shares granted (RSUs and PSUs) through our employee equity program declined more than 40% in fiscal 2025, compared with fiscal 2024. Stock-based compensation also declined to $39.9 million, compared to $61.9 million in fiscal 2024, in each case, in terms of grant date value, reflecting our commitment to reduce dilution over time.
Performance-Based Program Design
Performance-Based Program Design Our compensation program continues to emphasize performance-based pay through a mix of fixed and variable compensation. In fiscal 2025: •Annual cash incentive plan for employees was suspended. •Long-term incentives included a combination of time-based and performance-based restricted stock units (RSUs), reinforcing retention and long-term alignment with stockholder interests. •We maintained a strong focus on capital efficiency and stockholder value by continuing to reduce stock-based compensation as a percentage of revenue and expanding cash-based compensation for non-executive employees.
Elements of Executive Compensation
| Element | Purpose | Changes for Fiscal 2025 | | Fixed Annual Base Salary | Provides a competitive level of fixed annual cash compensation. | In line with the focus on managing operating expenses, the Company did not adjust the base salary of our senior executives, except for Mr. Denny’s base salary. | | Annual Cash Incentive Awards | Motivate and incentivize our named executive officers to achieve our short-term financial and operational objectives while providing a competitive variable annual cash performance incentive opportunity. | In line with an emphasis on improving profitability and cash flow generation, the Company did not offer an annual cash incentive plan for fiscal 2025. | | Long-term Incentive Compensation (50% Time-based RSU and 50% performance-based PSU award) | Provides our named executive officers with a competitive long-term incentive compensation opportunity in the form of equity awards designed to incentivize them to meet or exceed our long-term strategic goals, serve our retention objectives, and align the interests of our executive officers and stockholders. | Fiscal 2025 performance-based restricted stock unit awards (“PSUs”) vest based on cash flow from operations. Cash flow from operations remains our financial North Star. It funds our continued investments in innovation that will drive our future growth. | | Health and Welfare Benefits | Provides employees with competitive health and welfare benefits, as well as participation in an employee stock purchase and other employee benefit plans. There are no special health or welfare benefits for NEOs that are not also provided generally to employees. | No changes. |
Compensation Design
Compensation Design Our pay structure is designed to align the long-term interests of our executives with those of our stockholders, while remaining competitive with market values on a targeted total compensation basis. The following compensation program attributes reflect this design: •77% of our CEO’s annual target compensation was performance based. •56% of our NEOs’ annual target compensation was performance based. •The annual cash incentive award for fiscal 2025 was suspended, in line with an emphasis on improving profitability and cash flow generation. •50% of long-term awards for our CEO and NEOs were delivered in the form of PSUs. •PSUs vest based on cash flow from operations which funds our continued investments in innovation that will drive our future growth. (1)Fiscal 2025 CEO Targeted Compensation Mix reflects Mr. Wilson’s annualized base salary and annual equity awards granted in September of fiscal 2025 valued based on the grant date close price per share. Awards of PSUs are earned and vest based on achievement of specific cumulative cash flow from operations goals as described in detail under “Long-Term Incentive Compensation” below. (2)Fiscal 2025 average Targeted Compensation Mix for our other NEOs reflects the average annual base salary and the average value of annual equity awards granted in September of fiscal 2025 valued based on the grant date close price per share. The NEO targeted long-term equity compensation value reflects the grant date fair value of the award. Awards of PSUs are earned and vest based on achievement of cumulative cash flow from operations goals as described in detail under “Long-Term Incentive Compensation” below.
Compensation Outcomes
Compensation Outcomes During fiscal 2025, the Company generated positive operating profit and cash flow, reduced debt by $73 million, and continued to invest in industry leading innovation. Although we continued to strengthen our financial position, our enterprise value and stock price declined in fiscal 2025, as did the stock prices of other cloud-based unified communications peers. This resulted in a failure to earn previously issued PSUs and a reduction in the realizable value of our long-term incentive awards, which continues to account for the majority of our NEOs’ compensation. This reflects our compensation philosophy that there should be alignment between the take-home pay of our executives and the stockholder returns generated by the Company. •Outstanding PSUs issued in fiscal 2022 were below the Relative Total Stockholder Return (TSR) requirement for vesting and will be forfeited. •50% of the outstanding PSUs issued in fiscal 2023 were below the TSR requirement for vesting and will be forfeited. The remaining 50% are tracking below the threshold TSR requirement for vesting. •The Company has not achieved the stock price growth needed for payout of the outstanding PSUs issued in fiscal 2024. •RSUs granted from fiscal 2022 to fiscal 2024 have declined an average of 52% from their grant date fair values. The link between the compensation of our current and former CEOs and the Company’s TSR is illustrated in the following graph, which shows how total targeted CEO compensation has varied over the past five years compared to the Company’s five-year TSR. The sharp rise in relative total targeted compensation in fiscal 2021 reflects new hire equity grants awarded to Mr. Sipes in December 2021, followed by a reversion to the historical trend. (1)The above chart illustrates CEO Total Pay for Mr. Sipes for fiscal 2021 – fiscal 2022, and Mr. Wilson for fiscal 2023 through fiscal 2025. CEO Total Pay consists of salary earned, cash bonuses paid, equity award grants and all other compensation as reported in the “Total” column of the “Summary Compensation Table” for the applicable fiscal year.
Role of Compensation Consultant
Role of Compensation Consultant In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers. In fiscal 2025, the Compensation Committee engaged Compensia to assist with compensation matters. A representative of Compensia attended at least one meeting of the Compensation Committee during fiscal 2025, responded to inquiries from the Compensation Committee at meetings and throughout the fiscal year and provided its analysis with respect to these inquiries. The nature and scope of services provided to the Compensation Committee by Compensia in fiscal 2025 were as follows: •assisted in the review and updating of our compensation peer group; •analyzed executive compensation levels and practices of the companies in our compensation peer group; •provided advice on compensation best practices and market trends for named executive officers and directors; •analyzed the impact of suspending the annual cash incentive plan for fiscal 2025; •assisted in the design of the long-term equity incentive compensation plan with appropriate performance goals and targets for our named executive officers and other executives; and •provided ad hoc advice and support throughout the year. Compensia does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the Nasdaq and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.
Competitive Positioning
Competitive Positioning To attract and retain executives with the abilities and experience necessary to deliver strong top-line growth and operating performance, we provide total direct compensation opportunities that are intended to be competitive with market practice. We generally target our compensation around market median values, though we position each individual based on an evaluation of the individual talent and/or criticality to the business. The criteria used to identify peer companies was generally consistent with our approach in prior years, and targeted software companies falling within a revenue range of 0.5x to 2.0x of our rolling four quarter revenue at the time of the review and a market capitalization range of 0.3x to 3.0x of our market capitalization at the time of the review. The relevance of each peer company was evaluated taking into consideration both industry comparability as well as financial metrics, and companies are not required to meet all selection criteria for inclusion in the peer group. After a review by Compensia and approved by the Compensation Committee, no updates were made to our compensation peer group for fiscal 2025.
Competitive Positioning
| Alteryx | Edgio | Q2 Holdings | | Bandwidth | Everbridge | Rimini Street | | Blackbaud | Five9 | RingCentral | | Commvault Systems | LivePerson | Upland Software | | Domo | Ooma | Yext | | | | Zuora |
Competitive Positioning
Our executive compensation benchmarking also included survey data provided by Radford Surveys and Consulting, a business unit of Aon Hewitt Consulting, Inc. (“Radford”), from publicly-traded software companies with revenue levels and market capitalization levels comparable to ours. Radford did not provide compensation consulting services to the Compensation Committee during fiscal 2025.
ANNUAL CASH INCENTIVE AWARDS
ANNUAL CASH INCENTIVE AWARDS We have historically used annual cash incentive awards to motivate and incentivize our named executive officers to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and profitability goals. In line with an emphasis on improving profitability and cash flow generation, the Company suspended the annual cash incentive plan for fiscal 2025. Based on improved cash flow in fiscal 2025 and the market practice to provide executive officers with a competitive annual cash performance incentive opportunity, the Company reinstated an annual cash incentive for fiscal 2026 which will be earned based on performance during the fiscal 2026 performance period.
LONG-TERM INCENTIVE COMPENSATION
LONG-TERM INCENTIVE COMPENSATION Our long-term incentive compensation consists of equity awards in the form of time-based RSU awards and performance-based PSU awards to ensure that named executive officers have a continuing stake in our long-term success.
LONG-TERM INCENTIVE COMPENSATION
| Time-based Restricted Stock Units (RSUs) | Performance-based Restricted Stock Units (PSUs) | | Weight | Weight | | 50% of overall long-term incentive compensation | 50% of overall long-term incentive compensation | | Vesting | Vesting | | Vest over a three-year period, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight quarterly installments | Eligible to be earned over a three-year performance period | | Purpose | Purpose | | •Retain key executives •Align executives with stockholders interests through stock ownership •Encourage stock price growth as the value of the RSUs increases with stock price growth | •Incentivize executives to meet or our long-term strategic goals and build long-term value •Align the interests of our executive officers and stockholders |
LONG-TERM INCENTIVE COMPENSATION
Typically, we grant equity awards to our named executive officers during the first or second quarter of the fiscal year in connection with our annual performance reviews. In determining the size of the long-term incentive compensation awards, the CEO makes recommendations for the other NEOs based on the following factors: •Experience and performance, •Current equity holdings, •Retention risk, •Characteristics of their role, such as operational complexity, strategic impact and scope of responsibilities, within the Company and in comparison to Peer Group and broader market survey data comparisons. The Compensation Committee considers similar factors when determining the CEO’s long-term incentive compensation awards, which it then recommends to the Board for approval. During fiscal 2025, the Board approved awards of RSUs and PSUs to our named executive officers as set forth in the following table. These equity awards were granted on September 15, 2024 and were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with Compensia.
LONG-TERM INCENTIVE COMPENSATION
| Named Executive Officer | Restricted Stock Unit Awards (number of shares granted)(1) (#) | Performance Stock Unit Awards (number of shares granted at target) (#) | Aggregate Grant Date Fair Value of Equity Awards at target(2) ($) | | Samuel Wilson | 450,000 | 450,000 | 1,692,000 | | Kevin Kraus | 200,000 | 200,000 | 752,000 | | Laurence Denny | 112,500 | 112,500 | 423,000 | | Hunter Middleton | 180,000 | 180,000 | 676,800 | | Suzy Seandel | 70,000 | 70,000 | 263,200 |
LONG-TERM INCENTIVE COMPENSATION
(1) The RSUs included in the table vest over a three-year period, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight substantially equal quarterly installments, subject to the recipient’s continuous service with us. (2) The target aggregate grant date value of equity awards includes the value of the PSUs and RSUs based on the closing price of our common stock on the date of grant.
Fiscal 2025 — Executive Performance Plan (Cash Flow from Operations)
Fiscal 2025 — Executive Performance Plan (Cash Flow from Operations) In fiscal 2025, each of our NEOs received a grant of PSUs as part of the Executive Performance Plan (the “2025 EPP”). The 2025 EPP is aligned with the Company’s increased emphasis on improving cash flow generation which is aligned with the Company’s strategy. The Company is focused on cash flow to fund continued investments in innovation to drive future growth. Cash flow generation also enables the Company to pay down debt in the near term and increase the Company’s flexibility to pursue additional opportunities to drive value in the long term. The PSUs granted under the 2025 EPP are eligible to be earned over a three-year performance period: April 1, 2024 to March 31, 2027. At the end of fiscal years 2025, 2026 and 2027, the Company will measure (or, for fiscal 2025, has measured) cumulative cash flow from operations (“CFFO”) from the beginning of the performance period and determine the total percent of the PSUs earned. Any incremental amount earned during that fiscal year will vest within 75 days of the end of such fiscal year performance period; however, NEOs can only vest up to 66% following the first year (fiscal 2025). The following table represents the total percentage of the award that may vest. The amount vesting after fiscal 2026 and fiscal 2027 will be reduced by any amount already vested in prior years. In no instance can the executive earn more than 100% of the total award granted.
Fiscal 2025 — Executive Performance Plan (Cash Flow from Operations)
| FY 2025 Executive Performance Plan PSU Award Criteria and Payouts Percentage | | | | Performance Periods | Threshold | Target | | 4/1/24 - 3/31/25 | $50M 33% vested | $100M 66% vested | | 4/1/24 - 3/31/26 | $50M 33% vested | $150M 100% vested | | 4/1/24 - 3/31/27 | $50M 33% vested | $150M 100% vested |
Earned Performance Stock Units
Earned Performance Stock Units During fiscal 2025, in addition to the 2025 EPP, NEOs were eligible to earn shares from PSU awards granted during prior fiscal years that were based on the achievement of stock price targets or the performance of our stock relative to a benchmark during a period that ended during fiscal 2025, as set forth in the table below. •Fiscal 2025 cumulative cash flow from operations exceeded the 2025 EPP threshold and was $63M for fiscal 2025; therefore, 42% of the award vested. •No award was earned under the prior year plans.
Earned Performance Stock Units
| Weighting | Performance Periods | Threshold Varies | Target 100% Vested | Max 200% Vested | Actual | Vesting % | | 2025 EPP - Cumulative cash flow from operations Vested as milestone is achieved subject to minimum vesting | | | | | | | | 100% | 4/1/2024 - 3/31/2027 | $50M (33% payout) | $150M (100% earned) | Not able to earn more than 100% | Between Threshold and Target: $63M for fiscal 2025 | 42% | | 2024 EPP - Absolute Company stock price increase Earned as milestone is achieved subject to minimum vesting | | | | | | | | 100% | 6/15/2023 - 6/15/2027 | +70% ($6.56) (33% payout) | +130% ($8.88) (100% earned) | Not able to earn more than 100% | Below Threshold: Highest price $3.27 | —% | | 2023 EPP - TSR relative to the S&P Software and Services Index Measured at end of performance period | | | | | | | | 50% | 6/15/2022 - 6/15/2025 | 25th percentile (50% payout) | 50th percentile (100% payout) | 75th percentile (200% payout) | To be determined at the end of the performance period | | | 50% | 6/15/2022 - 6/15/2024 | 25th percentile (50% payout) | 50th percentile (100% payout) | 75th percentile (200% payout) | Below Threshold: 0.76 percentile | 0% Completed | | 2022 EPP - TSR relative to the S&P Software and Services Index Measured at end of performance period | | | | | | | | 100% | 6/15/2021 - 6/15/2024 | 30 percentage points below Index (40% payout) | Equal to Index total return (100% payout) | 50 percentage points above Index (200% payout) | Below Threshold: 81.7 points below Index | 0% Completed |
Earned Performance Stock Units
Earned Performance Stock Units Under Prior Awards - Relative Share Performance PSUs
Earned Performance Stock Units
| NEO | Plan | Grant Date | Performance Period | Target Shares (#) | Performance Achievement (%) | Earned Shares (#) | | Samuel Wilson | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 450,000 | 42% | 189,000 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 495,000 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 122,036 | —% | — | | | 2022 EPP | 6/15/2021 | 4/1/2021 - 6/15/2024 | 53,941 | —% | — | | Kevin Kraus | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 200,000 | 42% | 84,000 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 221,100 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 13,685 | —% | — | | Laurence Denny | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 112,500 | 42% | 47,250 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 100,000 | —% | — | | | 2023 EPP | 12/15/2022 | 12/15/2022 - 6/15/2025 | 57,471 | —% | — | | Hunter Middleton | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 180,000 | 42% | 75,600 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 200,000 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 87,168 | —% | — | | | 2022 EPP | 8/15/2021 | 4/1/2021 - 6/15/2024 | 13,736 | —% | — | | | 2022 EPP | 6/15/2021 | 4/1/2021 - 6/15/2024 | 25,933 | —% | — | | Suzy Seandel | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 70,000 | 42% | 29,400 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 66,666 | —% | — |
Equity Award Grant Practices
Equity Award Grant Practices Typically, we grant equity awards to our named executive officers during the first or second quarter of the fiscal year in connection with annual performance reviews. Although the timing of equity award grants may change from year to year, we do not grant any form of equity-based compensation in anticipation of the release of material, non-public information (“MNPI”). We do not take MNPI into account when determining the timing and terms of equity-based awards, nor do we time the disclosure of MNPI for the purpose of affecting the value of executive compensation. Additionally, we did not grant any stock options to our employees in fiscal 2025.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to compute and recognize in our consolidated statement of operations all share-based payments to employees, such as grants of restricted stock unit awards for shares of our common stock to our executive officers and other employees, based on their fair values. ASC Topic 718 also requires us to recognize the compensation cost of these share-based payment awards in our income statements over the period that an award recipient is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth certain summary information for the fiscal year indicated with respect to the compensation earned by each of the named executive officers.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus(4) ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2)(3) ($) | Total ($) | | Samuel Wilson Chief Executive Officer | 2025 | 500,000 | — | 1,692,000 | — | 48,142 | 2,240,142 | | | 2024 | 489,231 | 200,000 | 3,702,600 | 242,500 | 29,772 | 4,664,103 | | | 2023 | 440,444 | 300,000 | 4,025,897 | 238,973 | 39,501 | 5,044,815 | | Kevin Kraus Chief Financial Officer | 2025 | 420,000 | — | 752,000 | — | 47,316 | 1,219,316 | | | 2024 | 402,692 | 53,333 | 1,653,828 | 132,405 | 29,206 | 2,271,464 | | | 2023 | 334,906 | 151,667 | 602,805 | 141,075 | 35,911 | 1,266,364 | | Laurence Denny Chief Legal Officer | 2025 | 355,250 | — | 423,000 | — | 35,974 | 814,224 | | | 2024 | 347,320 | — | 748,000 | 93,363 | 27,641 | 1,216,324 | | | 2023 | 340,083 | 100,000 | 881,254 | 164,071 | 36,718 | 1,522,126 | | Hunter Middleton Chief Product Officer | 2025 | 420,000 | — | 676,800 | — | 37,146 | 1,133,946 | | | 2024 | 406,539 | 350,000 | 1,496,000 | 132,405 | 28,299 | 2,413,243 | | | 2023 | 378,846 | — | 2,090,011 | 173,993 | 36,999 | 2,679,849 | | Suzy Seandel Chief Accounting Officer | 2025 | 357,000 | — | 263,200 | — | 20,896 | 641,096 | | | 2024 | 352,423 | — | 498,662 | 77,916 | 14,814 | 943,815 | | | 2023 | 300,769 | — | 1,107,675 | 119,772 | 23,984 | 1,552,200 |
SUMMARY COMPENSATION TABLE
(1)The amounts reported in this column represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions as of the grant date, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The stock awards may include for each NEO any or all of the following: (a) restricted stock unit (RSU) awards; and (b) performance unit (PSU) awards. For RSUs and PSUs, fair value is computed by multiplying the total number of shares subject to the award (or target number, in the case of PSUs) by the closing price of our common stock on the date of the grant. For a more detailed discussion of the assumptions used to calculate the fair value of our stock awards, refer to note 1 to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K for our fiscal year ended March 31, 2025. The ”Stock Awards” column for 2025 includes the fair value in accordance with FASB ASC Topic 718 principles of performance stock units granted in fiscal 2025 based upon achieving the target level of performance as of the grant date, and under the terms of such PSUs, the maximum payout is the target number of shares. The actual value, if any, that a NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting for that award and there is no assurance that the value, if any, eventually realized by the NEO will correspond to the actual amount reported in the Summary Compensation Table. (2)Amounts listed in the “All Other Compensation” column for Messrs. Wilson, Kraus, Denny and Middleton and Ms. Seandel include Company contributions of 401(k) Match, Health Savings Account, and Group Term Life Insurance benefits in fiscal 2025. The perquisites in each such category for fiscal 2025 did not exceed $25,000 in any category for any NEO. (3)Fiscal 2024 amounts listed in the "All Other Compensation" column for Mr. Wilson include Company contributions of 401(k) Match, Health Savings Account and Group Term Life Insurance benefits in fiscal 2024 and are not reduced to reflect a tax equalization reduction of Mr. Wilson’s compensation of $423,004 related to fiscal 2022. The expat reduction reported corresponds with services performed in fiscal 2021 and 2022 as our Chief Customer Officer in the United Kingdom and Mr. Wilson's relocation back to California upon his appointment as CFO. (4)Amounts listed in the "Bonus" column include One-Time Bonus payments in connection with Executive Leadership Changes on November 30, 2022, One-Time Promotions Payments were approved, payable in 12 equal monthly installments in accordance with the Company's normal payroll procedures and subject to continued employment through each applicable payment date.The approved cash bonus amounts were as follows; Mr. Wilson (Interim CEO) $300,000 ($100,000 of which vested and paid out in fiscal 2023 and $200,000 of which vested and paid out in fiscal 2024), Mr. Kraus (Interim CFO) $80,000 ($26,667 of which vested and paid out in fiscal 2023 and $53,333 of which vested and paid out in fiscal 2024). Mr. Middleton received a one-time retention payment of $350,000 during fiscal 2024. This also includes one-time Bonus payments in fiscal 2023 for completion of Convertible Debt Issuance and Executive Leadership Changes in fiscal 2023. Mr. Wilson received $200,000 and Mr. Kraus received $125,000 as a one time payment for participation in completing the Convertible Debt Issuance. In fiscal 2023, Mr. Denny received $100,000 as a one time payment for his performance with respect to refinancing activities. Additional detail about these bonuses can be found under the heading “Special Payment Arrangements” in our proxy statement filed June 15, 2023.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information regarding plan-based awards granted to the named executive officers during the fiscal year ended March 31, 2025.
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1)(2) | | | All Other Stock Awards: Number of shares of stock or Units(2)(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Samuel Wilson Chief Executive Officer | | | | | | | | | | | | 9/15/2024 | — | — | — | — | — | — | 450,000 | 846,000 | | | 9/15/2024 | — | — | — | 148,500 | 450,000 | — | — | 846,000 | | Kevin Kraus Chief Financial Officer | | | | | | | | | | | | 9/15/2024 | — | — | — | — | — | — | 200,000 | 376,000 | | | 9/15/2024 | — | — | — | 66,000 | 200,000 | — | — | 376,000 | | Laurence Denny Chief Legal Officer | | | | | | | | | | | | 9/15/2024 | — | — | — | — | — | — | 112,500 | 211,500 | | | 9/15/2024 | — | — | — | 37,125 | 112,500 | — | — | 211,500 | | Hunter Middleton Chief Product Officer | | | | | | | | | | | | 9/15/2024 | — | — | — | — | — | — | 180,000 | 338,400 | | | 9/15/2024 | — | — | — | 59,400 | 180,000 | — | — | 338,400 | | Suzy Seandel Chief Accounting Officer | | | | | | | | | | | | 9/15/2024 | — | — | — | — | — | — | 70,000 | 131,600 | | | 9/15/2024 | — | — | — | 23,100 | 70,000 | — | — | 131,600 |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
(1)The amounts reported in the “Estimated Future Payments under Equity Incentive Plan Awards” column represent the number of shares of our common stock subject to performance-based restricted stock unit awards, or PSUs, granted to the named executive officers during fiscal 2025. Such awards may, in the discretion of the Compensation Committee, include the right to the equivalent of any dividends on the shares of common stock covered by the award; provided, however, any such dividends would be paid only if and when the awards vest. Between 33% and 100% of the target number of shares may be earned based on the satisfaction of time vesting conditions and the achievement of Cash Flow From Operations performance goals. The performance conditions and other terms applicable to these PSU awards are described in more detail under “Compensation Discussion and Analysis-Long-Term Incentive Compensation” above. (2)Awards granted on September 15, 2024 for each NEO include restricted stock units (reported under the “All Other Stock Awards — Number of shares of stock or units” column) and PSUs (reported under the “Estimated Future Payouts Under Equity Incentive Plan Awards (#)” columns). (3)The amounts reported in this column for September 15, 2024 are for shares issuable upon vesting of time-based RSU awards that vest over a period of three years from the date of grant, with 33.3% of the shares vesting on the first anniversary of grant and the remaining 66.7% vesting in equal quarterly installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company. (4)Represents the aggregate grant date fair value of the stock-based compensation awards granted to the named executive officers during fiscal 2025, excluding the impact of estimated forfeitures related to service-based vesting conditions, as computed in accordance with ASC 718. For PSUs, fair value is computed by multiplying the target number of shares subject to the award by the closing price of our common stock on the date of the grant, and assumes target performance is the probable outcome.
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table sets forth certain information concerning outstanding equity awards held by the named executive officers at March 31, 2025.
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | | | Stock Awards(2) | | Equity Incentive Plan Awards(2) | | | Name | Date of Grant | Grant Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Samuel Wilson | 6/15/2022 | 12A/RSU | 30,510(3) | 61,020 | | | | | 6/15/2022 | 12A/PSU | | | 61,018(5) | 122,036 | | | 6/15/2023 | 2022/RSU | 206,251(3) | 412,502 | | | | | 6/15/2023 | 2022/PSU | | | 495,000(7) | 990,000 | | | 9/15/2024 | 2022/RSU | 450,000(3) | 900,000 | | | | | 9/15/2024 | 2022/PSU | 189,000(4) | 378,000 | 261,000(4) | 522,000 | | Kevin Kraus | 6/15/2022 | 12A/RSU | 3,422(3) | 6,844 | | | | | 6/15/2022 | 12A/PSU | | | 6,842(5) | 13,684 | | | 6/15/2023 | 2022/RSU | 92,125(3) | 184,250 | | | | | 6/15/2023 | 2022/PSU | | | 221,100(7) | 442,200 | | | 9/15/2024 | 2022/RSU | 200,000(3) | 400,000 | | | | | 9/15/2024 | 2022/PSU | 84,000(4) | 168,000 | 116,000(4) | 232,000 | | Laurence Denny | 6/15/2022 | 12A/RSU | 3,836(3) | 7,672 | | | | | 12/15/2022 | 2022/PSU | | | 28,735(5) | 57,470 | | | 12/15/2022 | 2022/RSU | 14,368(3) | 28,736 | | | | | 6/15/2023 | 2022/RSU | 41,667(3) | 83,334 | | | | | 6/15/2023 | 2022/PSU | | | 100,000(7) | 200,000 | | | 9/15/2024 | 2022/RSU | 112,500(3) | 225,000 | | | | | 9/15/2024 | 2022/PSU | 47,250(4) | 94,500 | 65,250(4) | 130,500 | | Hunter Middleton | 6/15/2022 | 12A/RSU | 21,793(3) | 43,586 | | | | | 6/15/2022 | 12A/PSU | | | 43,584(5) | 87,168 | | | 6/15/2023 | 2022/RSU | 83,334(3) | 166,668 | | | | | 6/15/2023 | 2022/PSU | | | 200,000(7) | 400,000 | | | 9/15/2024 | 2022/RSU | 180,000(3) | 360,000 | | | | | 9/15/2024 | 2022/PSU | 75,600(4) | 151,200 | 104,400(4) | 208,800 | | Suzy Seandel | 7/15/2022 | 2017/RSU | 40,575(6) | 81,150 | | | | | 6/15/2023 | 2022/RSU | 27,778(3) | 55,556 | | | | | 6/15/2023 | 2022/PSU | | | 66,666(7) | 133,332 | | | 9/15/2024 | 2022/RSU | 70,000(3) | 140,000 | | | | | 9/15/2024 | 2022/PSU | 29,400(4) | 58,800 | 40,600(4) | 81,200 |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
(1)This column indicates the equity plan under which an outstanding award was granted and the award type. The vesting of any unvested equity awards is subject to the recipient’s continuous service. (2)The market value of unvested stock awards is calculated by multiplying the number of unvested stock awards held by the applicable named executive officer by the closing market price of our common stock on March 31, 2025, which was $2.00. (3)Time-based RSU awards that vest over a period of three years from the date of grant, with 33.3% of the shares vesting on the first anniversary of grant and the remaining 66.7% vesting in equal quarterly installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company. (4)Represents PSU awards granted on September 15, 2024. As noted in the “Compensation Discussion and Analysis”, 42% of such PSUs vested based on fiscal 2025 cumulative cash flow performance (First Tranche). The First Tranche time vested in May 2025, when fiscal 2025 performance was certified by the Board, and the First Tranche is shown based on actual performance in the table under the “Stock Awards” columns. The remaining outstanding and unvested fiscal 2025 PSUs are shown in the table under the “Equity Incentive Plan Awards” columns and represent the number that would be earned at 100% of target number of shares (excluding the First Tranche), based on cumulative cashflow from operations (CFFO) measured at the end of fiscal years 2026 and 2027 from the beginning of the performance period (April 1, 2024 to March 31, 2027) to determine the total percent of the PSUs earned. Time vesting of the fiscal 2025 PSU awards occurs on the Board certification date following the applicable fiscal year. (5)PSU award, with the number of shares shown as the number that would be earned at 100% of target for the 50% corresponding to the performance period that ended June 15, 2025. Between 0% and 200% of the target number of shares may be earned based on TSR of our stock relative to the S&P Software & Services Index over two performance periods (June 15, 2022 through June 15, 2024 (for which 0% of the PSUs vested) and June 15, 2022 through June 15, 2025 for the grants dated June 15, 2022 and December 15, 2022 for Mr. Denny). Vesting of such PSUs is subject to the recipient’s continued employment or other qualifying association with the Company through the end of the applicable performance period. The terms and conditions applicable to PSUs of the type referenced in this footnote are described in more detail above under “Executive Compensation — Long-Term Incentive Compensation.” (6)The award granted to Mrs. Seandel on July 15, 2022 is a Time-based RSU award that vests over a period of three years from the date of grant, with 33.3% of the shares vesting on the first anniversary of grant and the remaining 66.7% vesting in equal quarterly installments over the following two years, subject to the recipient’s continued employment or other qualifying association with the Company. (7)PSU award, with the number of shares shown as the number that would be earned at 100% of target. Between 33% and 100% of the target number of shares may be earned, based on the satisfaction of time-based vesting conditions, as well as the achievement of stock price hurdles during a performance period of 6/15/2023 - 6/15/2027. Vesting of such PSUs is subject to the recipient’s continued employment or other qualifying association with the Company through the end of the minimum time-vesting period (time vesting occurs over a period of three years from the date of the grant, with 33.3% of the shares subject to the PSUs time-vesting on each of the first three anniversaries of the grant date). The terms and conditions applicable to PSUs of the type referenced in this footnote are described in more detail above under “Executive Compensation — Long-Term Incentive Compensation.”
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table presents, for each of the named executive officers, the number of shares of common stock acquired upon the exercise of stock options and the vesting of stock awards during the fiscal year ended March 31, 2025, and the aggregate value realized upon the exercise or vesting of such awards.
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Samuel Wilson | 825,183 | 2,337,689 | | Kevin Kraus | 217,043 | 558,181 | | Laurence Denny | 154,240 | 414,395 | | Hunter Middleton | 377,404 | 1,056,021 | | Suzy Seandel | 241,758 | 761,641 |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
(1)The value reported is the closing market price of a share of our common stock on the Nasdaq, as applicable, on the date of vesting multiplied by the number of shares that vested on that date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Potential Payments
Potential Payments The tables below quantify the potential payments and other benefits that would be received by our named executive officers under the Prior Policy or the Policy (as applicable) upon (a) a constructive termination of employment in connection with a change-in-control and (b) a constructive termination of employment not in connection with a change-in-control or upon death or disability at any time. The calculations assume: •that the triggering event took place on March 31, 2025, the last business day of our last completed fiscal year; and •the closing price of our common stock on the Nasdaq as of March 31, 2025 was the value of the consideration paid for each share of our common stock in the change-in-control, which we refer to as the “Transaction Price,” for purposes of determining the satisfaction of performance requirements under the outstanding PSU awards. As described above, the occurrence of a change-in-control would not by itself result in any payment or the provision of any benefits to a named executive officer. However, the satisfaction of the performance targets under the named executive officer’s PSU awards will be determined as of the date of such change-in-control, based on the Transaction Price. The shares subject to such PSU awards will be deemed earned as of such date to the extent the performance targets as computed on this basis have been satisfied, but the awards will remain subject to any remaining service, or time-based vesting, requirements, unless and until the employment of the named executive officer is terminated in connection with the change-in-control.
CEO PAY RATIO
CEO PAY RATIO This section includes a comparison of the annual total income of our Chief Executive Officer, Mr. Wilson, against the median of the annual total compensation of all of our employees (other than Mr. Wilson), for our fiscal 2025, determined in accordance with SEC rules. The methodology we used to calculate the pay ratio is described below.
CEO PAY RATIO
| (A) Annual Total Compensation of Mr. Wilson(1) | $2,240,142 | | (B) Annual Total Compensation of Median 8x8 Employee | $95,374 | | (C) Ratio of A/B | 23.49 |
CEO PAY RATIO
(1)This amount equals Mr. Wilson’s compensation as reported in the Summary Compensation Table, consistent with the applicable SEC guidance. The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. Methodology The annual total compensation of Mr. Wilson for fiscal 2025, as set forth in the table above, is the same amount as we reported for Mr. Wilson in the Summary Compensation Table above and was calculated in accordance with Item 402(c) of Regulation S-K. ▪We determined the pool of qualifying employees (i.e., employees whose compensation data would be considered in our analysis) by identifying each individual who was a full-time, part-time, seasonal or temporary worker for 8x8 or any of our consolidated subsidiaries as of March 31, 2025. We identified 1,904 such qualifying employees, of which 626 were based in the United States and 1,186 were based outside of the United States, including 340 in the United Kingdom, 397 in Romania, 309 in Asia and the remainder in Australia, Canada and elsewhere. For purposes of this analysis, we excluded consultants and other service-providers who were employed by an unaffiliated third party as of March 31, 2025. ▪We calculated their total target compensation by combining their annual base salary as of March 31, 2025 plus their annual variable compensation for fiscal 2025. ▪For employees who were paid in currency other than U.S. dollars, we converted the cash portion of their compensation into U.S. dollars based on the average (mean) exchange rate for the month ending March 31, 2025. ▪We then made de minimis exclusions of employees in countries where 8x8 did not have a significant presence, excluding a total of 92 employees. Such employees are based in the following jurisdictions: Indonesia - 22 employees, India - 23 employees, Thailand - 5 employees, Bulgaria - 3 employees, New Zealand - 1 employee, Australia - 17 employees, Finland - 1 employee, France - 15 employees, Netherlands - 2 employees, Ireland - 2 employees, Spain - 1 employee. All employees based in the jurisdictions listed in the previous sentence were excluded from the pay ratio calculation. ▪We did not make any cost-of-living adjustments. Next, we ordered all of the qualifying employees based on their notional annual total compensation (calculated as described above) and identified the median as the employee in the middle of the ordered list. Once we identified our median employee, we determined the median employee’s total annual compensation, for purposes of the disclosure in the table above, in accordance with Item 402(c) of Regulation S-K.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table Our executives’ pay and our performance are strongly linked by the purposeful design of our executive compensation program. As the tables and charts below show, when our share price performance is low, the value that is delivered to executives is significantly impacted, resulting in some years of negative “compensation actually paid” (calculated in accordance with Item 402(v) of Regulation S-K) and some years of meaningfully reduced value. This is true even when our cash flow from operations has increased, due to the central role that equity and stockholder return-based awards play in our executive compensation program. In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below.
Pay Versus Performance Table
| | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | | Cash Flow From Operations ($K) | | Fiscal Year | Vikram Verma | David Sipes ($) | Samuel Wilson ($) | Vikram Verma | David Sipes ($) | Samuel Wilson ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (Loss) ($K) | | | 2025 | — | — | 2,240,142 | — | — | 939,474 | 952,146 | 538,241 | 15.54 | 206.88 | (27,212) | 63,554 | | 2024 | — | — | 4,664,103 | — | — | 2,216,979 | 1,711,212 | 938,524 | 20.98 | 201.46 | (67,592) | 78,985 | | 2023 | — | 5,089,550 | 5,044,815 | — | (1,816,449) | 2,935,365 | 1,839,966 | 929,226 | 32.40 | 159.34 | (73,143) | 48,786 | | 2022 | — | 6,670,866 | — | — | (28,882,064) | — | 2,757,663 | (2,549,356) | 97.82 | 190.46 | (175,383) | 34,680 | | 2021 | 3,139,200 | 27,059,115 | — | 10,113,170 | 40,028,710 | — | 2,023,181 | 5,454,065 | 252.06 | 203.27 | (165,585) | (14,066) |
Pay Versus Performance Table
(*) Our PEOs were as follows: (1) Vikram Verma and David Sipes were our PEOs for fiscal 2021; (2) Mr. Sipes was our PEO for fiscal 2022; and (3) Mr. Sipes and Samuel Wilson were our PEOs for fiscal 2023 and (4) Mr. Wilson was our PEO for fiscal 2024 and 2025. Mr. Sipes served as CEO until November 30, 2022, when he was succeeded by Samuel Wilson, who served as interim CEO for the remainder of fiscal 2023 and is currently our permanent CEO. The following are the adjustments made to the summary compensation table totals for fiscal 2025 to determine the amounts shown as compensation actually paid for the PEO and Non-PEO NEOs:
Pay Versus Performance Table
| | | Samuel Wilson | Non-PEO NEOs | | (A) Pension Plans—Present Value: Deduct the aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans | | N/A | N/A | | (B) Pension Plans—Service Costs: Add the aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans | | N/A | N/A | | (C) Equity Awards | | | | | (1) Deduct the amounts reported in the Summary Compensation Table under “Stock Awards” and “Option Awards”: | | (1,692,000) | (528,750) | | | (i) Add the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the year: | 1,262,478 | 394,524 | | | (ii) Add the amount equal to the change as of the end of the year (from the end of the prior year) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of the year: | (609,548) | (192,970) | | | (iii) Add, for awards that are granted and vest in the same year, the fair value as of the vesting date: | N/A | N/A | | | (iv) Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the year: | (238,411) | (75,956) | | | (v) Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the year, the amount equal to the fair value at the end of the prior year: | (23,187) | (10,753) | | | (vi) Add the dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in the total compensation for the year: | N/A | N/A | | Total | | (1,300,668) | (413,905) |
Pay Versus Performance Table
(*) The non-PEO NEOs for each fiscal year shown in the table were as follows: 2021 - Steve Seger, Matthew Zinn, Dejan Deklich, Bryan Martin, Steven Gatoff, Samuel Wilson; 2022 - Dejan Deklich, Stephanie Garcia, Matthew Zinn, Hunter Middleton, Samuel Wilson; 2023 - Kevin Kraus, Matthew Zinn, Laurence Denny, Suzy Seandel and Hunter Middleton; 2024 and 2025 - Kevin Kraus, Laurence Denny, Hunter Middleton and Suzy Seandel. Equity values are calculated in accordance with FASB ASC Topic 718. (*) The peer group used for this data is the S&P Software and Services index, which is the peer group used as the basis of relative TSR measurement in the PSUs granted in fiscal 2023. The comparison assumes $100 was invested for the period starting April 1, 2020, through the end of the listed fiscal year in our common stock and in the S&P Software and Services index, respectively. (*) We determined cash flow from operations to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEOs and Non-PEO NEOs for our fiscal year ended March 31, 2025.
Financial Performance & Compensation Actually Paid (CAP)
Financial Performance & Compensation Actually Paid (CAP) While the Company considers many elements of financial performance in establishing the design of the executive compensation program, the key performance measures which link 8x8’s performance with the compensation actually paid to the NEOs for fiscal 2025 are as follows, which represent the only financial performance measures the Company used to link compensation actually paid to NEOs for fiscal 2025 to Company performance:
Financial Performance & Compensation Actually Paid (CAP)
| Measure | Explanation | | Cash Flow From Operations | Cash Flow From Operations represents the cash generated or used by a company's core, day-to-day business activities. | | Relative Total Stockholder Return (TSR) | Measurement of the Company’s total stockholder return as measured by the changes in the Company’s stock price as compared to its peers. |
Financial Performance & Compensation Actually Paid (CAP)
In fiscal 2025, the Company suspended its annual cash incentive plan and so our NEOs compensation consisted of base salary, time-based restricted stock units (RSUs), and performance-based restricted stock units (PSUs). As a result, in fiscal 2025, the key performance measures linking 8x8’s performance to compensation actually paid were Relative Total Stockholder Return (TSR) and non-indexed stock price performance for PSUs granted prior to fiscal 2025 and Cumulative Cash Flow From Operations (CFFO) for PSUs granted in fiscal 2025. Even as total compensation for our NEOs dropped in fiscal 2025 due to suspension of the annual cash incentive plan, the charts below illustrate how our compensation programs continue to be designed to maintain strong links between the performance of the Company, the returns earned by our stockholders, and the compensation that is paid to our executives. While 8x8 has delivered strengthened financial performance as measured through cash flow from operations and continued improvements in net income, the positive impact these achievements have had on compensation have been significantly overshadowed by the impact of the negative stockholder returns over this same period in both absolute and relative measurements. This has resulted in either significantly lower, or negative, compensation actually paid to executives for fiscal 2022 - 2025.
Financial Performance & Compensation Actually Paid (CAP)
| PROPOSAL THREE |

DEF 14A of 8X8 Inc /De/

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR INDEPENDENCE

DIRECTOR INDEPENDENCE

DIRECTOR INDEPENDENCE

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Fiscal 2025 Director Compensation Table

Fiscal 2025 Director Compensation Table

Fiscal 2025 Director Compensation Table

Fiscal 2025 Director Compensation Table

Fiscal 2025 Director Compensation Table

PROPOSAL ONE — ELECTION OF DIRECTORS

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

NOMINEES

Compensation Aligned with Fiscal 2025 Performance

Performance-Based Program Design

Elements of Executive Compensation

Compensation Design

Compensation Outcomes

Role of Compensation Consultant

Competitive Positioning

Competitive Positioning

Competitive Positioning

ANNUAL CASH INCENTIVE AWARDS

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

Fiscal 2025 — Executive Performance Plan (Cash Flow from Operations)

Fiscal 2025 — Executive Performance Plan (Cash Flow from Operations)

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Equity Award Grant Practices

Accounting for Stock-Based Compensation

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE

FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE

FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE

FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Potential Payments

CEO PAY RATIO

CEO PAY RATIO

CEO PAY RATIO

PAY VERSUS PERFORMANCE

Pay Versus Performance Table

Pay Versus Performance Table

Pay Versus Performance Table

Pay Versus Performance Table

Pay Versus Performance Table

Financial Performance & Compensation Actually Paid (CAP)

Financial Performance & Compensation Actually Paid (CAP)

Financial Performance & Compensation Actually Paid (CAP)

Financial Performance & Compensation Actually Paid (CAP)