DEF 14A of Box Inc, May 13, 2025

DEF 14A of Box Inc

Filed May 13, 2025 · FY20250001140361-25-018639

Open on EDGAR

  1. DIRECTORS AND DIRECTOR NOMINEES

    DIRECTORS AND DIRECTOR NOMINEES The following table provides summary information about each director nominee and our other directors as of April 16, 2025.

  2. DIRECTORS AND DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Class | Current Term Expires | AC | CC | NCGC | Skills and Experience | | Director Nominees* | | | | | | | | | | | Dan Levin | 61 | 2010 | Yes | II | 2025 | | | | | | Bethany Mayer (Chair) | 63 | 2020 | Yes | II | 2025 | | | | | | Continuing Directors | | | | | | | | | | | Sue Barsamian | 65 | 2018 | Yes | III | 2026 | | | | | | Jack Lazar | 59 | 2020 | Yes | III | 2026 | | | | | | Steve Murphy | 56 | 2024 | Yes | III | 2026 | | | | | | Dana Evan | 65 | 2011 | Yes | I | 2027 | | | | | | Aaron Levie (CEO) | 40 | 2005 | No | I | 2027 | | | | | | Amit Walia | 53 | 2022 | Yes | I | 2027 | | | | |

  3. DIRECTORS AND DIRECTOR NOMINEES

    | | Chair | | Executive Management and Leadership | | | Member | | Technology/Enterprise IT | | * | If re-elected, new term will expire in 2028 | | Operations | | AC | Audit Committee | | Finance/Investment/Accounting | | CC | Compensation Committee | | Corporate Governance/Public Company Board | | NCGC | Nominating and Corporate Governance Committee | | Go-To-Market | | | | | Product | | | | | Cybersecurity |

  4. DIRECTORS AND DIRECTOR NOMINEES

    | 2 | |

  5. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  6. CORPORATE GOVERNANCE HIGHLIGHTS

    | Corporate Governance Highlights | | | ✔ | Separation of Board Chair and CEO roles | | ✔ | Robust duties and responsibilities for independent Board Chair role | | ✔ | Women serving as Board Chair and Chairs of two Board committees | | ✔ | Half of the Board has joined since 2020 | | ✔ | Elimination of all 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 | | ✔ | Increased stock ownership and retention guidelines for directors, CEO and other named executive officers | | ✔ | Average Board tenure goal of ten years or less for independent directors to encourage director refreshment | | ✔ | 7 of 8 directors are independent | | ✔ | Each Board Committee is composed of solely independent directors | | ✔ | Annual Board and Committee performance evaluations | | ✔ | Ongoing comprehensive succession planning for CEO and key executive officers | | ✔ | Board is composed of 38% women and 25% of directors from underrepresented communities | | ✔ | Limitation on director service on other public company boards | | ✔ | All directors expected to attend 75% or more of all Board and Committee meetings | | ✔ | Policy prohibiting hedging of company stock by directors and officers | | ✔ | Clawback provisions for both cash and equity awards |

  7. CORPORATE GOVERNANCE HIGHLIGHTS

    | | 3 |

  8. Nominees for Director

    Nominees for Director

  9. Nominees for Director

    | | Dan Levin Director Since: January 2010 Independent Board Committee: Nominating and Corporate Governance • Former Chief Executive Officer of Degreed, Inc. • Former President and Chief Operating Officer of Box, Inc. • Former Senior Vice President and General Manager, QuickBooks, and Former Vice President and General Manager, Healthcare at Intuit Inc. Mr. Levin served as the Chief Executive Officer of Degreed Inc., an education technology company, from April 2021 to June 2022. Mr. Levin also 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. Previously, Mr. Levin 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 in various executive roles at Intuit Inc., a business and financial management solutions company, including as Senior Vice President and General Manager, QuickBooks and 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 operations experience across technology companies, both public and private. |

  10. Nominees for Director

    | | 11 |

  11. Nominees for Director

    | | Bethany Mayer Chair Director Since: April 2020 Independent Board Committees: Compensation (Chair) • 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 Astera Labs, Hewlett Packard Enterprise and LAM Research Ms. Mayer served as an executive advisor with Siris Capital Group LLC, a private equity firm, from January 2018 to October 2024. Previously she 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. Ms. Mayer has served on the boards of directors of Astera Labs, Inc., a semiconductor solutions company for cloud and AI infrastructure, since June 2024; Hewlett Packard Enterprise, a multinational information technology company, since June 2023; and LAM Research Corporation, a semiconductor equipment company, since May 2019. Ms. Mayer previously served on the board of directors of Sempra Energy from February 2017 to October 2018, where she resigned in advance of assuming her management role at Sempra Energy and rejoined the board of directors from January 2019 to September 2024. She also served on the board of directors of Marvell Technology Group, an infrastructure semiconductor solutions company, from May 2018 to June 2022; Ixia from 2014 through Aril 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. |

  12. Nominees for Director

    | 12 | |

  13. Continuing Directors

    Continuing Directors

  14. Continuing Directors

    | | Sue Barsamian Director Since: May 2018 Independent Board Committees: Compensation • Former Chief Sales and Marketing Officer of HPE Software at Hewlett Packard Enterprise • Former General Manager of Enterprise Cybersecurity Products at Hewlett Packard Enterprise • Director of Five9, Inc. and Gen Digital Inc. (formerly NortonLifeLock 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 boards of directors of Five9, Inc, a cloud contact center software company, since January 2021; Gen Digital Inc. (formerly NortonLifeLock Inc.), a consumer cyber safety company, since January 2019; 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 Chair 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. |

  15. Continuing Directors

    | | 13 |

  16. Continuing Directors

    | | Dana Evan Director Since: December 2011 Independent Board Committees: Audit; Compensation; Nominating and Corporate Governance (Chair) • Former Chief Financial Officer of VeriSign, Inc. • Former Venture Partner at Icon Ventures • Director of Nextdoor Holdings, Inc. • 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 board of directors of Nextdoor Holdings, Inc., a social networking platform for neighborhoods, since October 2023. Ms. Evan previously served on the boards of directors of Farfetch Limited, a global technology platform for the luxury fashion industry, from April 2015 until its acquisition by Coupang in December 2023; Momentive Global Inc. (formerly SurveyMonkey Inc.), an online survey development cloud-based software company, from March 2012 until its acquisition by Symphony Technology Group in May 2023; Domo, Inc., a business intelligence tools and data visualization company, from May 2018 until March 2023; Proofpoint, Inc., from June 2008 until it was acquired 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 because of her extensive experience in operations, strategy, accounting, financial management and investor relations at both publicly and privately held technology companies as well as her substantial corporate governance experience and experience as an investor in the internet, technology and media sectors. |

  17. Continuing Directors

    | 14 | |

  18. Continuing Directors

    | | Jack Lazar Director Since: March 2020 Independent Board Committees: Audit (Chair) • Former Chief Financial Officer of GoPro, Inc. • Former Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros, Inc. • Director of Astera Labs, GlobalFoundries Inc., Resideo Technologies Inc., and ThredUP Inc.* Mr. Lazar served as Chief Financial Officer at GoPro, Inc., a provider of wearable and mountable capture devices, from 2014 to 2016, and as Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros, Inc., a developer of communications semiconductor solutions, from 2011 to 2013. He has also served as an independent business consultant since March 2016. Mr. Lazar has served on the boards of directors of Astera Labs, Inc., a semiconductor solutions company for cloud and AI infrastructure, since December 2022; 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; 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, an analog and mixed signal semiconductor company from April 2013 to April 2022. *Mr. Lazar has announced his intent to resign from ThredUp’s board of directors effective May 21, 2025. Mr. Lazar is a certified public accountant (inactive) and holds a B.S. in Commerce with an emphasis in Accounting from Santa Clara University. Mr. Lazar was selected to serve on our Board of Directors because of his proven operational and financial expertise in both the enterprise and consumer technology markets, with particular experience in mergers & acquisitions and driving profitable growth. |

  19. Continuing Directors

    | | 15 |

  20. Continuing Directors

    | | Aaron Levie Director Since: April 2005 • Chief Executive Officer and Co-founder 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 Chair of our Board of Directors 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 our Chief Executive Officer and one of our founders. |

  21. Continuing Directors

    | | Steve Murphy Director Since: May 2024 Independent Board Committees: Audit • Chief Executive Officer of Epicor Software Corporation • Director of Epicor Software Corporation Mr. Murphy has served as Chief Executive Officer and a member of the board of directors of Epicor Software Corporation, a business software solutions company, since October 2017. Before joining Epicor, Mr. Murphy served as president of OpenText Corporation, an enterprise information management company, from January 2016 to May 2017, where he was responsible for all customer-facing activities. Prior to OpenText, Mr. Murphy was senior vice president of sales and services at Oracle Corporation where he held direct quota and revenue responsibility for Oracle’s North America Services Business, and prior to that, he was a group vice president of sales at Oracle. Mr. Murphy also held sales and operations leadership positions at Sun Microsystems and Manugistics, as well as roles leading global logistics and supply chain strategy and major enterprise resource planning implementations with Accenture and Procter & Gamble. Mr. Murphy holds an M.B.A. from Harvard Business School and a Bachelor of Science in Mechanical Engineering from the University of California, Davis. Mr. Murphy was selected to serve on our Board of Directors because of his extensive career in the software industry, experience as a successful CEO and expertise in the content management market. |

  22. Continuing Directors

    | 16 | |

  23. Continuing Directors

    | | Amit Walia Director Since: August 2022 Independent Board Committee: Nominating and Corporate Governance • Chief Executive Officer of Informatica Inc. • Director of Informatica Inc. Mr. Walia has served as Chief Executive Officer and a member of the board of directors of Informatica Inc., an enterprise cloud data management company, since January 2020. Previously, Mr. Walia served in various roles at Informatica from October 2013 to January 2020, including most recently as President, Products and Marketing, where he was responsible for Informatica’s product and market strategy, product management, product development, user experience, cloud operations, strategic ecosystems strategy, partnerships with strategic ecosystems, and global marketing function. Prior to Informatica, Mr. Walia worked in leadership positions across a variety of functions at Symantec Corporation, a cybersecurity company, Intuit Inc., a business and financial management solutions company, and McKinsey & Company, a management consulting company. He spent the earlier part of his career working for Tata Group, a multinational conglomerate, and Infosys Technologies Ltd, a digital services and consulting company, in India. Mr. Walia holds a B.Tech. from the Indian Institute of Technology, Varanasi, India, and an M.B.A. from the Kellogg School of Management, Northwestern University. Mr. Walia was selected to serve on our Board of Directors because of his extensive operations, product, marketing and leadership experience at global technology enterprises in areas of cloud data management, data governance and cybersecurity. |

  24. Continuing Directors

    | | 17 |

  25. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the factors that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, differences in background and experience, independence, area of expertise, business experience, length of service, diversity of viewpoints, 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, and our Nominating and Corporate Governance Committee will evaluate a director candidate’s service on outside boards and/or committees, including time commitments. 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. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. In determining whether to recommend an existing director for re-election, our Nominating and Corporate Governance Committee also considers the director’s participation in and contributions to the activities of the Board of Directors, the results of the annual Board evaluations, and past meeting attendance. 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.

  26. Director Compensation

    Director Compensation

  27. Outside Director Compensation Policy

    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. However, pursuant to the Investment Agreement described below in “Related Person Transactions”, Mr. Park, a former director designated by KKR, was not entitled to receive any compensation from Box during his service on our Board of Directors. 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 2024 and 2025, as part of the reviews, our Compensation Committee reviewed data provided by Compensia regarding the compensation provided to outside directors of our peer companies.

  28. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table provides information regarding the total compensation that was earned by each of our non-employee directors with respect to our fiscal year ended January 31, 2025.

  29. Director Compensation for Fiscal Year 2025

    | Director | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1) | Total ($) | | Sue Barsamian(2) | 73,627 | 200,452 | 274,079 | | Dana Evan(3) | 73,166 | 200,452 | 273,618 | | Jack Lazar(4) | 78,627 | 200,452 | 279,079 | | Dan Levin(5) | 48,996 | 200,452 | 249,448 | | Bethany Mayer(6) | 123,627 | 300,678 | 424,305 | | Steve Murphy(7) | 41,004 | 425,425 | 466,429 | | John Park(8) | — | — | — | | Amit Walia(9) | 48,996 | 200,452 | 249,448 |

  30. Director Compensation for Fiscal Year 2025

    | (1) The amounts reported represent the aggregate grant-date fair value of the RSUs 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. |

  31. Director Compensation for Fiscal Year 2025

    | (2) As of January 31, 2025, Ms. Barsamian held 7,590 RSUs and options to purchase 28,726 shares of our Class A common stock. |

  32. Director Compensation for Fiscal Year 2025

    | (3) As of January 31, 2025, Ms. Evan held 7,590 RSUs and options to purchase 57,362 shares of our Class A common stock. |

  33. Director Compensation for Fiscal Year 2025

    | (4) As of January 31, 2025, Mr. Lazar held 7,590 RSUs and options to purchase 31,666 shares of our Class A common stock. |

  34. Director Compensation for Fiscal Year 2025

    | (5) As of January 31, 2025, Mr. Levin held 7,590 RSUs and options to purchase 110,631 shares of our Class A common stock, of which options to purchase 99,999 shares were granted to him during his service as an officer of the Company. |

  35. Director Compensation for Fiscal Year 2025

    | (6) As of January 31, 2025, Ms. Mayer held 11,385 RSUs. |

  36. Director Compensation for Fiscal Year 2025

    | (7) As of January 31, 2025, Mr. Murphy held 15,052 RSUs. |

  37. Director Compensation for Fiscal Year 2025

    | (8) Mr. Park ceased serving on our Board of Directors on May 15, 2024. Pursuant to the Investment Agreement described below in “Related Person Transactions,” Mr. Park was not entitled to receive any compensation from Box for his service on our Board of Directors. |

  38. Director Compensation for Fiscal Year 2025

    | (9) As of January 31, 2025, Mr. Walia held 12,307 RSUs. |

  39. Director Compensation for Fiscal Year 2025

    Our directors who are also our employees receive no additional compensation for their service as directors. During our fiscal year ended January 31, 2025, Mr. Levie was employed as our Chief Executive Officer. See the section titled “Executive Compensation” for additional information about the compensation paid to Mr. Levie.

  40. Director Compensation for Fiscal Year 2025

    | 30 | |

  41. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our Board of Directors is composed of eight members. In accordance with our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, two Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company.

  42. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOLLOWING DIRECTORS TO THE BOARD: | | | ✔ Bethany Mayer | ✔ Dan Levin |

  43. To Keep Us Accountable to Our Stockholders, We are Asking for Approximately One Year’s Worth of Shares Under the Restated Plan

    | • | Overhang. As of April 16, 2025, 19,499,006 shares remained subject to outstanding equity awards, representing approximately 11.9% of our outstanding Class A common stock, on an as-converted basis, as of April 16, 2025. The following table includes information regarding outstanding equity awards under the Current 2015 Plan as of April 16, 2025. For this purpose, unearned PSUs were counted assuming target level performance, and earned PSUs for which the performance criteria has been achieved but remain subject to time-based vesting were counted using actual performance achieved. |

  44. The Restated Plan Includes Compensation and Governance Best Practices

    | • | Reasonable Annual Limits on Non-Employee Director Compensation. The Restated Plan sets limits as to the total compensation that non-employee directors may receive during each fiscal year (for service as a non-employee director). |

  45. Fiscal 2025 Executive Compensation Highlights

    | • | CEO Compensation Tied to Long-Term Stockholder Value. In fiscal year 2025, our Compensation Committee proposed, and Mr. Levie agreed to accept, a performance-based equity award with performance conditions that were sufficiently challenging to ensure vesting would coincide with increased stockholder value. As such, the Compensation Committee granted PSUs to Mr. Levie that vest only to the extent that both the stock price performance and time-based conditions are satisfied as further discussed below. As Box enters into the new era of intelligent content management driven by the rapid acceleration of AI, our board of directors believes it is crucial to provide meaningful incentives for Mr. Levie to continue leading and driving the growth of the company’s business. Prior to this grant, Mr. Levie did not have any unvested equity. This PSU award, combined with his consistently modest target short-term compensation that is well below the 25th percentile of our compensation peer group, will further motivate Mr. Levie and align his interests with those of stockholder interests in driving the long-term value of the company’s stock. |

  46. Fiscal 2025 Executive Compensation Highlights

    | • | Pay for Performance – Fiscal 2025 Executive Bonus Plan Payouts. Our named executive officers participated in the Fiscal 2025 Executive Bonus Plan (as defined below), which we believe promotes our pay for performance philosophy since the payouts were 100% at-risk based on achievement of the company’s revenue and non-GAAP operating income goals. Awards earned under this incentive compensation plan were paid out in an equal mix of cash and fully vested RSUs having an equivalent cash value to the award earned. The number of RSUs was calculated by converting 50% of the dollar payout amounts into shares using the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant approval date. |

  47. Fiscal 2025 Executive Compensation Highlights

    | • | No Changes to Base Salaries and Target Short-Term Compensation of our Named Executive Officers. In fiscal year 2025, in light of the expected impact of the macro-economic environment on our business, and to help ensure we meet our operating margin commitments, our Compensation Committee maintained the base salaries and target bonus percentages of our named executive officers. |

  48. Fiscal 2025 Executive Compensation Highlights

    | • | Grant of an Equal Mix of PSUs and RSUs to other NEOs as Merit Equity. To further align our stockholders’ interests with Ms. Nottebohm’s and Mr. Smith’s interests, the Compensation Committee granted them an equal mix of PSUs and RSUs in fiscal year 2025. The PSUs vest only to the extent that both the performance-based and time-based conditions are satisfied as further discussed below. |

  49. Compensation Philosophy

    | Element | Reasons for Providing Element | | Base Salary | Provide our named executive officers compensation for their services based on their knowledge, skills, past performance, and experience | | Performance-based Bonuses | Encourage our named executive officers to achieve short-term individual and company goals that drive our growth | | Performance-based and Time-based Equity Awards | Provide long-term retention and incentives to our named executive officers that align their interests with our stockholders’ interests | | Welfare and Other Employee Benefits | Provide for our named executive officers’ health and well-being consistent with the benefits received by our other employees | | Change in Control and Severance Benefits | Provide our named executive officers with a measure of security in order to minimize any distractions related to termination of employment and/or change in control and allow our named executive officers to focus on their duties and responsibilities to maximize stockholder value |

  50. Peer Group Compensation Data

    Peer Group Compensation Data With Compensia’s assistance, our Compensation Committee approved a group of public companies to be used when conducting a competitive market analysis of executive officer compensation. Our compensation peer group entering fiscal year 2025 was made up of publicly traded companies in the software industry that, at the time the peer group was approved by our Compensation Committee in June 2023, generally had revenues between $500 million and $2 billion, a market capitalization between $1.2 billion and $12 billion and were headquartered in the United States. In June 2024, our Compensation Committee reassessed our compensation peer group, updating the revenue criteria to between $520 million and $2.1 billion and market capitalization criteria to between $1.2 billion and $12.1 billion. Four companies were removed because they were acquired, and four companies were added. The two compensation peer groups used in fiscal year 2025 were:

  51. Peer Group Compensation Data

    | Compensation Peer Group Entering Fiscal Year 2025 | Changes | Compensation Peer Group Revised for Fiscal Year 2025 Effective June 12, 2024 | | Alteryx, Inc. | Removed | | | | Added | Asana, Inc. | | | Added | Blackline, Inc. | | | Added | Commvault Systems, Inc. | | Confluent, Inc. | | Confluent, Inc. | | Dropbox, Inc. | | Dropbox, Inc. | | Elastic N.V. | | Elastic N.V. | | Five9, Inc. | | Five9, Inc. | | Guidewire Software, Inc. | | Guidewire Software, Inc. | | HashiCorp, Inc. | Removed | | | Informatica Inc. | | Informatica Inc. | | New Relic, Inc. | Removed | | | Nutanix, Inc. | | Nutanix, Inc. | | PagerDuty, Inc. | | PagerDuty, Inc. | | Qualys, Inc. | | Qualys, Inc. | | SolarWinds Corporation | | SolarWinds Corporation | | Splunk Inc. | Removed | | | | Added | Tenable Holdings, Inc. | | Teradata Corporation | | Teradata Corporation | | Verint Systems Inc. | | Verint Systems Inc. |

  52. Peer Group Compensation Data

    Our Compensation Committee believed these companies were appropriate for our compensation peer group because they were viewed as similarly sized, operated in the same or similar industries as us, had similar growth trajectories, and reflected our competitive market for senior executives.

  53. Peer Group Compensation Data

    | | 59 |

  54. Peer Group Compensation Data

    In setting the elements of compensation for our named executive officers, our Compensation Committee reviewed base salary, target annual incentive compensation opportunity, target total short-term compensation (i.e., base salary plus target incentive opportunity), annual long-term incentive, and total direct compensation values for our named executive officers and those of similarly situated executives of our compensation peer group. Compensia provided data at the 25th, 50th, 60th and 75th percentiles for such compensation, and our Compensation Committee used this data as a reference. Our Compensation Committee did not benchmark any compensation element to a specific percentile, and our Compensation Committee instead set our named executive officers’ compensation at levels it deemed appropriate after considering other factors, such as each of our named executive officers’ contributions, our short-term and long-term objectives, and prevailing market conditions.

  55. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation We use performance-based incentives to motivate our named executive officers to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Typically, near the beginning of each fiscal year, our Compensation Committee adopts the performance criteria and targets for the incentive compensation plan for that fiscal year, which identifies the plan participants and establishes the target incentive opportunity for each participant, the performance measures and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Payments under our incentive compensation plan for fiscal year 2025 were made in an equal mix of cash and fully-vested RSUs. Fiscal Year 2025 Bonus Plan

  56. Non-Equity Incentive Plan Compensation

    | • | Overview and Structure. In March 2024, our Compensation Committee adopted and approved our omnibus Executive Incentive Plan for fiscal year 2025 (the “Fiscal 2025 Executive Bonus Plan”). The Fiscal 2025 Executive Bonus Plan provided for potential performance-based incentive payouts to our named executive officers based on the achievement of pre-established corporate financial objectives. The financial objectives were set at target levels determined to be challenging and requiring substantial skill and effort by senior management to achieve. |

  57. Non-Equity Incentive Plan Compensation

    | 60 | |

  58. Non-Equity Incentive Plan Compensation

    | • | Target Annual Incentive Compensation Opportunities. In March 2024, in connection with its review of our executive compensation program, our Compensation Committee approved the target annual incentive compensation opportunities of our named executive officers, as set forth in the table below. In setting the target annual incentive compensation opportunities, our Compensation Committee considered each named executive officer’s performance, individual contributions, responsibilities, experience, prior annual incentive compensation amount, and peer group market data. Our Compensation Committee has set the target annual incentive compensation opportunities for our named executive officers as percentages of their base salaries paid throughout the year. |

  59. Non-Equity Incentive Plan Compensation

    For fiscal year 2025, our Compensation Committee made no changes to the percentages for our named executive officers from those used for fiscal year 2024. The target annual incentive compensation opportunities established for fiscal year 2025 for our named executive officers were:

  60. Non-Equity Incentive Plan Compensation

    | Named Executive Officer | Fiscal Year 2025 Target Annual Incentive Compensation Opportunity (as a % of base salary for Fiscal 2025) | Fiscal Year 2025 Target Annual Incentive Compensation Opportunity * | | Mr. Levie | 55% | $89,100 | | Ms. Nottebohm | 55% | $198,000 | | Mr. Smith | 55% | $210,375 |

  61. Non-Equity Incentive Plan Compensation

    | * The dollar amounts were determined on a pro-rated basis, taking into account when their base salaries changed or became effective in fiscal year 2024. |

  62. Non-Equity Incentive Plan Compensation

    | • | Corporate Performance Measures. To measure the performance of our named executive officers for the Fiscal 2025 Executive Bonus Plan, our Compensation Committee selected revenue and non-GAAP operating income as those measures were deemed as best supporting the achievement of our annual operating plan and enhancing long-term value creation. We define (i) “revenue” as GAAP revenue as reflected in our quarterly and annual financial statements; and (ii) non-GAAP operating income as GAAP operating income as reflected in our quarterly and annual financial statements adjusted to exclude expenses related to stock-based compensation, intangible assets amortization, and as applicable, other special items. Each element was weighted equally under the Fiscal 2025 Executive Bonus Plan. Our Compensation Committee set the revenue and non-GAAP operating income thresholds to be significantly above our results for the fiscal year ended January 31, 2024, so that our revenue for fiscal year 2025 would have had to increase by at least 4.3% year over year and our non-GAAP operating income would have had to improve by at least 13.8% year over year in order for our named executive officers to earn the target annual incentive compensation under the Fiscal 2025 Executive Bonus Plan. |

  63. Non-Equity Incentive Plan Compensation

    The targets required for 100% achievement under our Fiscal 2025 Executive Bonus Plan and our results were:

  64. Non-Equity Incentive Plan Compensation

    | Performance Measure | Target (in millions) | Result (in millions) | Achievement of Target | Calculated Payout | | Revenue | $1,082.50 | $1,090.13 | 100.70% | 102.11% | | Non-GAAP Operating Income | $292.28 | $303.65 | 103.89% | 107.78% | | Total | | | | 104.95% |

  65. Non-Equity Incentive Plan Compensation

    | • | Methodology. Our Compensation Committee assesses performance and determines payouts under our Fiscal 2025 Executive Bonus Plan in a two-part process: first, our Compensation Committee measures actual performance against the pre-established goals for the annual performance period; and second, after the end of the performance period, our Compensation Committee may exercise discretion to determine the actual payout. As a threshold matter, our named executive officers were eligible for annual incentive compensation payouts with respect to the revenue component only if we met or exceeded 95% of the revenue target for our fiscal year ended January 31, 2025 and with respect to the non-GAAP operating income component only if we met or exceeded 80% of the non-GAAP operating income target |

  66. Non-Equity Incentive Plan Compensation

    | | 61 |

  67. Non-Equity Incentive Plan Compensation

    for our fiscal year ended January 31, 2025. High thresholds (in both cases, above fiscal year 2024 actual performance) are required to ensure that significant achievement is a prerequisite to receive any incentive payment. With respect to the revenue performance measure, the payment percentage equals the percentage of the revenue target that was achieved until 100% achievement, and achievement over 100% is rewarded using an “accelerator” where each point of performance above 100% achievement increases the payout percentage by three percentage points, subject to a maximum payout percentage of 160%. With respect to the non-GAAP operating income component, achievement at 80% equals a payout percentage of 25%, and the payout percentage is increased (1) by 3.75 percentage points for each point of performance above 80% (until a payout percentage of 100% for performance at 100%) and (2) by two percentage points for each point of performance above 100%, up to a maximum payout percentage of 160%. The payout curves for the revenue and non-GAAP operating income metrics are illustrated below.

  68. Non-Equity Incentive Plan Compensation

    | • | Caps on Payment. The caps on total payouts of the revenue and non-GAAP operating income components were set to manage potential incentive compensation costs and maintain appropriate incentives for our named executive officers. |

  69. Non-Equity Incentive Plan Compensation

    | • | Performance in Fiscal Year 2025 and Related Payout. For fiscal year 2025, we achieved approximately 100.70% of target revenue and approximately 103.89% of target non-GAAP operating income. The revenue measure achievement resulted in a payout percentage of 102.11% of target and the non-GAAP operating income measure achievement resulted in a payout percentage of 107.78% of target. As each metric was weighted 50%, this resulted in a calculated payout percentage of approximately 104.95%. |

  70. Non-Equity Incentive Plan Compensation

    The target and actual payouts to our named executive officers under the Fiscal 2025 Executive Bonus Plan were:

  71. Non-Equity Incentive Plan Compensation

    | Named Executive Officer | Target Annual Incentive Compensation Opportunity | Actual Incentive Compensation | | Mr. Levie | $89,100 | $93,510 | | Ms. Nottebohm | $198,000 | $207,801 | | Mr. Smith | $210,375 | $220,789 |

  72. Non-Equity Incentive Plan Compensation

    Fifty percent of the payouts were made in the form of fully vested RSUs and 50% of the payouts were made in cash. The number of RSUs each named executive officer received equaled the dollar value of their actual award payment divided by the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant approval date. The value of the RSUs received in settlement of these bonuses under the Fiscal 2025 Executive Bonus Plan are listed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table for Fiscal Year 2025” below. Since the intended payout values above were converted into a

  73. Non-Equity Incentive Plan Compensation

    | 62 | |

  74. Non-Equity Incentive Plan Compensation

    number of RSUs based on the 30-trading day average closing price described above, the values set forth in the Summary Compensation Table for fiscal year 2025 (which are required by the disclosure rules to be calculated based on the closing price of our Class A common stock on the date the RSUs were granted, in accordance with FASB ASC Topic 718) are different from the payout values set forth in the table above.

  75. Equity Awards

    Equity Awards Our Compensation Committee grants equity awards to our named executive officers in order to align their long-term interests with our stockholders’ interests. Our Compensation Committee determines the size of the equity awards we grant to our named executive officers in connection with their hire through arm’s-length negotiation, considering such factors as prevailing market conditions, market data for new-hire awards, the named executive officer’s expected short-term compensation, the equity award’s potential incentive and retention value, and the named executive officer’s prospective role and responsibilities. Our Compensation Committee also periodically grants equity awards to our named executive officers for promotions, as an additional incentive to continue service with us, or to recognize exceptional corporate and individual performance. Our Compensation Committee does not apply a fixed formula when determining the size of these equity awards because it grants an amount of equity that it believes properly rewards the named executive officer for their contributions to the growth in our long-term stockholder value. In doing so, our Compensation Committee considers factors such as the economic value of the named executive officer’s unvested equity awards and the ability of this equity to satisfy our retention objectives; the named executive officer’s performance, contributions, responsibilities, and experience; the equity awards granted by our compensation peer group to similarly situated executives; a compensation analysis performed by Compensia; and other internal equity considerations. Timing of Equity Awards Our Compensation Committee has typically granted equity awards to our executive officers in the first quarter of each fiscal year. We have not granted, nor do we intend to grant, equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A common stock, such as a significant positive or negative earnings announcement. Similarly, we have not timed, nor do we intend to time, the release of material nonpublic information based on equity award grant dates. Fiscal Year 2025 Equity Awards to CEO

  76. Equity Awards

    | • | Overview and Structure. On December 18, 2024, our Board of Directors, upon the recommendation of our Compensation Committee, granted an award of 600,000 PSUs to Mr. Levie. As Box enters into the new era of intelligent content management, driven by the rapid acceleration of AI, our Board of Directors and Compensation Committee believe it is crucial to provide meaningful incentives for Mr. Levie to continue leading and driving the growth of our business. Prior to the grant of these PSUs, Mr. Levie did not have any unvested equity awards as he had declined to receive time-based or performance-based equity grants in all but one year since the Company’s initial public offering in 2015. |

  77. Equity Awards

    | • | Fiscal Year 2025 PSUs. The PSUs granted to Mr. Levie were tied to the achievement of meaningful stock price appreciation targets. No portion of these PSUs is eligible to vest until our stock price appreciates to $40.00, or 25.0% from the stock price when the PSUs were granted. The subsequent stock price hurdles are $50.00 and $60.00, respectively, and are intended to represent an increase of approximately 56.3% and 87.6%, respectively, from the stock price when the PSUs were granted. Our Compensation Committee, in consultation with its independent compensation consultant, Compensia, considered several factors when determining it was in the best interest of our company and our stockholders to grant Mr. Levie the PSUs. These factors included Mr. Levie’s lack of unvested ownership interests at the time of grant, attributable to his decision to decline to receive time-based or performance-based equity grants in all but one year since the Company’s initial public offering in 2015. Our Compensation Committee also considered market data among chief executive officers in the Company’s compensation peer group, Mr. Levie’s past and expected future contributions to the Company, and the Board’s desire to provide meaningful incentives for Mr. Levie to continue to serve in his position and to lead the Company through |

  78. Equity Awards

    | | 63 |

  79. Equity Awards

    its next phase of growth. Our Board believes that tying the PSUs to achievement of stock price goals would further motivate Mr. Levie and align his interests with stockholder interests in driving the long-term value of the Company’s based on the Company’s stock price achievement.

  80. Equity Awards

    | • | Methodology. The PSUs granted to Mr. Levie are eligible to vest based on the Company’s stock price achievement over a performance period that ends on the fourth anniversary of the date of grant. The total number of PSUs is divided into three equal tranches with each tranche subject to both a stock price achievement price hurdle and a minimum service-based vesting requirement, each as shown in the table below. Achievement of a stock price hurdle is based on the average closing price of the Company’s Class A common stock over a 45 trading-day period. Once both the stock price hurdle for a tranche and the minimum vesting requirement for such tranche are achieved, the number of PSUs in that tranche will vest and the vested PSUs will be settled through the issuance of shares of Class A common stock on our next regular quarterly vesting date (March 20, June 20, September 20, and December 20). The following table presents how many PSUs would be eligible to vest per tranche: |

  81. Equity Awards

    | Price Hurdle | Minimum Vesting Period | PSUs Eligible to Vest | | $40.00 | 1 year | 200,000 | | $50.00 | 2 years | 200,000 | | $60.00 | 3 years | 200,000 |

  82. Equity Awards

    If the average closing price of the Company’s Class A common stock fails to reach the price hurdle for a tranche during the performance period or if Mr. Levie terminates service to the Company prior to vesting in the PSUs in a tranche, the PSUs in such tranche will be forfeited. The price hurdles and number of shares of the Company’s Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar event as required by the terms of the 2015 Plan. In the event of a change in control (as defined in the 2015 Plan) of the Company following the date of grant but before the end of the performance period, the PSUs may be eligible to vest in additional amounts if the per share transaction price in the change in control (treating that price as if it were the 45 trading-day average closing price) is at or above the threshold price hurdle of $40.00 per share but below an additional price hurdle that has not previously been achieved, in which case an additional amount of PSUs based on an amount interpolated between the price hurdles will become eligible to vest (subject to minimum time vest requirements) immediately prior to the closing of the change in control. Any portion of the PSUs that has not become eligible to vest prior to the closing of the change in control for which a stock price hurdle has not been achieved will immediately terminate and be forfeited to the Company.

  83. Equity Awards

    | • | PSU Achievement and Related Payouts. None of the price hurdles have been achieved to date; as a result, all PSUs remain unvested and eligible to be earned. |

  84. Equity Awards

    Fiscal Year 2025 Equity Awards to NEOs other than CEO

  85. Equity Awards

    | • | Overview and Structure. In the first quarter of fiscal year 2025, our Compensation Committee approved equity incentive awards to Ms. Nottebohm and Mr. Smith, in the form of both PSUs and RSUs. Similar to fiscal year 2024, our Compensation Committee determined that it would grant 50% of the equity value in the form of RSUs that vest solely based on service over a four-year period and 50% of the equity value in the form of PSUs that are tied to achieving revenue and non-GAAP operating income performance goals during our fiscal year 2025. The goal of these PSUs is to align the interests of our named executive officers with those of our stockholders and to incentivize them to meet and exceed our operating targets. Our Compensation Committee selected revenue and non-GAAP operating income as the performance measures for the PSUs as those measures were deemed as best supporting the achievement of our annual operating plan and enhancing long-term value creation. After considering the peer group data provided by Compensia, the unvested equity award holding value and the anticipated future contributions of our named executive officers, our Compensation Committee approved the grant of annual equity awards to Ms. Nottebohm and Mr. Smith at a level deemed competitive with the annual |

  86. Equity Awards

    | 64 | |

  87. Equity Awards

    long-term incentives provided by the companies in our compensation peer group to similarly situated executives, as follows: (i) awards of 75,000 RSUs and 75,000 PSUs (at target) to Ms. Nottebohm, and (ii) awards of 80,000 RSUs and 80,000 PSUs (at target) to Mr. Smith.

  88. Equity Awards

    | • | Fiscal Year 2025 RSUs. Ms. Nottebohm’s and Mr. Smith’s awards of RSUs were each scheduled to vest as to one-sixteenth of the award on June 20, 2025 and as to one-sixteenth of the award each quarter thereafter, subject to their continued service with us through the applicable vesting date. Our Compensation Committee believes that granting a portion of the awards in the form of time-based RSUs supports the retention and motivation of our named executive officers and aligns their interest with the long-term interests of our stockholders. |

  89. Equity Awards

    | • | Fiscal Year 2025 PSUs. The PSUs granted to Ms. Nottebohm and Mr. Smith provide that up to 50% of the target number of shares were earned and therefore become eligible to vest based upon achieving a pre-determined annual revenue goal. The remaining 50% of the target number of shares were eligible to vest based upon achieving a pre-determined non-GAAP operating income goal for fiscal year 2024. Our Compensation Committee set the revenue and non-GAAP operating income targets to be significantly above our results for the fiscal year ended January 31, 2024, so that our revenue for fiscal year 2025 would have had to increase by at least 4.3% year over year and our non-GAAP operating income would have had to improve by at least 13.8% year over year in order for Ms. Nottebohm and Mr. Smith to be eligible to vest in the target number of shares subject to the PSUs. The targets required for 100% achievement under our fiscal year 2025 PSUs and our results were as follows: |

  90. Equity Awards

    | Performance Measure | Target (in millions) | Result (in millions) | Achievement of Target | Actual Payout | | Revenue | $1,082.50 | $1,090.13 | 100.70% | 103.52% | | Non-GAAP Operating Income | $292.28 | $303.65 | 103.89% | 109.73% | | Total | | | | 106.63% |

  91. Equity Awards

    | • | Methodology. As a threshold matter, Ms. Nottebohm and Mr. Smith were eligible to vest under the PSUs with respect to the revenue component only if we met or exceeded 90% of the revenue target and with respect to the non-GAAP operating income component only if we met or exceeded 80% of the non-GAAP operating income target for our fiscal year ended January 31, 2025. High thresholds (in both cases, above fiscal year 2024 actual performance) were required to ensure that significant achievement is a prerequisite to receive any payout under the PSUs. With respect to each of the revenue and non-GAAP operating income performance measures, achievement at 90% of the revenue target and 80% of the non-GAAP operating income target means 50% of the target number of shares subject to the PSUs would become eligible to vest. Moreover, if the target revenue or target non-GAAP operating income goals are exceeded, up to an additional 100% of the target number of PSUs for such component may become eligible to vest, making the maximum payout 200% of the target. The payout percentage between threshold and maximum achievement is determined by straight line interpolation until achievement is capped at 120% of the revenue target performance measure and 140% of the non-GAAP operating income performance measure. The payout curves for the revenue and non-GAAP operating income metrics are illustrated below: |

  92. Equity Awards

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  93. Equity Awards

    | • | Caps on Payment. The 200% cap on total payouts of the revenue and non-GAAP operating income components was set to manage potential dilution and incentive compensation costs and maintain appropriate incentives for our named executive officers. |

  94. Equity Awards

    | • | PSU Achievement and Related Payouts. The target and actual payouts to Ms. Nottebohm and Mr. Smith under the Fiscal 2025 PSUs were: |

  95. Equity Awards

    | Named Executive Officer | Target Number of PSUs Eligible to Vest | Actual Number of Shares Earned and Subject to Time-Based Vesting | | Mr. Smith | 80,000 | 85,304 | | Ms. Nottebohm | 75,000 | 79,972 |

  96. Equity Awards

    | • | Additional Service-Based Vesting Requirement. The PSUs earned vest based upon continued service to us. One third of earned PSUs vested on April 2, 2025, and the remaining two-thirds shall vest annually thereafter on April 2, 2026 and April 2, 2027, subject to continued service with us through each applicable vesting date. The additional service requirement acts as an additional retention incentive and motivates our named executive officers to contribute to the growth in our long-term stockholder value. |

  97. Change in Control and Severance Arrangements

    Change in Control and Severance Arrangements We have entered into change in control and severance agreements with our named executive officers, which require us to make specific payments and benefits in connection with the termination of such named executive officers’ employment under certain circumstances. We believe that these change in control agreements provide retention value by encouraging our named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment or a potential change in control, allowing our named executive officers to focus on their duties and responsibilities. Under these arrangements, a change in control is generally defined as a change in more than 50% of the total voting power of our stock, certain changes in the majority composition of the Board during a 12-month period, or a change in the ownership of a substantial portion of the company’s assets.

  98. Change in Control and Severance Arrangements

    | 66 | |

  99. Change in Control and Severance Arrangements

    Our 2015 Equity Incentive Plan provides that if the service of any plan participant (including each named executive officer) ceases as a result of the participant’s death or disability, the vesting of all of his or her outstanding awards granted under our 2015 Equity Incentive Plan will accelerate. For a summary of the material terms and conditions of these severance and change in control arrangements and this vesting acceleration provision under our 2015 Equity Incentive Plan, see the section titled “Potential Payments upon Termination or Change in Control” contained in this proxy statement.

  100. Accounting Considerations

    Accounting Considerations Authoritative accounting guidance on stock compensation requires measurement of the compensation expense for all share-based awards made to employees (such as our named executive officers) and directors based on the grant date “fair value” of the awards. Our Compensation Committee considers the accounting expense associated with equity awards. Even though our named executive officers and directors may realize no value from their equity awards, these values have been calculated for accounting purposes and reported in the tables below. This guidance also requires us to recognize the compensation cost of share-based awards in our income statements over the period that the named executive officer or director is required to continue service with us in order for the equity award to vest.

  101. Risk Considerations

    | How We Manage Risks Related to Our Compensation Program | | | Incentive compensation designed to be aligned with creation of long-term value for stockholders | • Payouts under our Fiscal 2025 Executive Bonus Plan are based on achievement of revenue and non-GAAP operating income targets. PSUs to CEO are based on achievement of stock price targets and PSUs to other Named Executive Officers are based on achievement of revenue and non-GAAP operating income targets. These performance measures are viewed as supportive of our annual operating plan and create incentives for our named executive officers to create long-term value for our stockholders. | | Compensation recovery policy | • Our Clawback Policy applies to certain current and former officers of the company who are subject to Section 16 of the Exchange Act. | | | • Under the Clawback Policy, incentive-based compensation may be recovered from covered executives if: | | | ○ the company is required to restate all or a portion of its financial statements due to material non-compliance with any financial reporting requirement under applicable securities law; | | | ○ the amount of incentive-based compensation that was received by the covered executive during the three preceding completed fiscal years exceeds the amount of incentive-based compensation that would have been received had the financial statements been in compliance with the financial reporting requirements; and | | | ○ the incentive-based compensation was received after October 2, 2023. | | Hedging and pledging policies | • Our Insider Trading Policy prohibits all directors and employees, including our named executive officers, from engaging in the following activities with respect to our common stock: trading in derivative securities, hedging transactions, short sales, pledging stock as collateral, or holding stock in a margin account. | | | • These policies are intended to prevent a misalignment, or appearance of misalignment, of interests with stockholders. | | Stock ownership guidelines | • Our executive officers and non-employee directors are required to achieve levels of ownership of company stock with the following values within the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024: | | | ○ Non-employee directors: five times the annual cash retainer for Board service | | | ○ Chief Executive Officer: five times annual base salary | | | ○ Other named executive officers: two times annual base salary. | | | • As of January 31, 2025, all of our directors and named executive officers 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 accumulation. |

  102. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025

  103. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Aaron Levie Chief Executive Officer | 2025 | 162,000 | — | 12,353,800(5) | 92,070 | 276 | 12,608,146 | | | 2024 | 163,500 | — | — | 47,506 | 263 | 211,269 | | | 2023 | 180,000 | — | — | 93,378 | 201 | 273,579 | | Olivia Nottebohm Chief Operating Officer | 2025 | 360,000 | 100,000 | 4,173,000 | 204,562 | 705 | 4,838,267 | | | 2024 | 85,909 | 100,000 | 11,178,000 | 24,974 | 83 | 11,388,966 | | | 2023 | — | — | — | — | — | — | | Dylan Smith Chief Financial Officer | 2025 | 382,500 | — | 4,451,200 | 217,346 | 650 | 5,051,696 | | | 2024 | 386,042 | — | 4,344,450 | 112,160 | 619 | 4,843,271 | | | 2023 | 411,250 | — | 4,827,900 | 213,312 | 452 | 5,452,914 |

  104. Summary Compensation Table for Fiscal Year 2025

    | (1) The amount reported represents fifty percent of a $200,000 sign-on bonus pursuant to the terms of the offer letter that we entered into with Ms. Nottebohm in November 2023. The remaining fifty percent of the sign-on bonus was paid on February 15, 2024. |

  105. Summary Compensation Table for Fiscal Year 2025

    | (2) The amounts reported represent the grant date fair value of the awards granted to the named executive officers during fiscal years 2025, 2024 and 2023 (other than the RSUs granted in settlement of incentive compensation awards under the Executive Bonus Plan for fiscal years 2024 and 2023, which, in the case of such RSUs granted in fiscal years 2025 and 2024, are included in the “Non-Equity Incentive Plan Compensation” column for the prior fiscal year) as computed in accordance with FASB ASC Topic 718. Mr. Levie declined to receive any equity awards in fiscal year 2024 or 2023. |

  106. Summary Compensation Table for Fiscal Year 2025

    The grant date fair value of RSUs and PSUs with service-based and/or performance-based vesting conditions (other than those granted to Mr. Levie and described in footnote 5 below) is computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of grant, and for PSUs assumes achievement of the performance conditions at target levels and are (i) $2,086,500 for Ms. Nottebohm and (ii) $2,225,600 for Mr. Smith. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are (i) $4,173,000 for Ms. Nottebohm and $4,451,200 for Mr. Smith.

  107. Summary Compensation Table for Fiscal Year 2025

    | (3) The amounts reported represent incentive compensation awards earned in fiscal years 2025, 2024 and 2023 by the named executive officers under the Executive Bonus Plan. The material terms of the incentive compensation awards are described in the section titled “Executive Compensation Program Elements—Non-Equity Incentive Plan Compensation.” The incentive compensation awards were paid in the form of cash and fully vested RSUs, and the amounts reported reflect the grant date fair value of such RSUs, as computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of grant. The number of such RSUs granted in fiscal 2025 (in settlement of the incentive awards granted under the Fiscal 2024 Executive Bonus Plan) is set forth in “Grants of Plan-Based Awards in Fiscal Year 2025” table below. |

  108. Summary Compensation Table for Fiscal Year 2025

    | (4) The amounts reported represent amounts paid on behalf of the named executive officers for basic life insurance coverage. |

  109. Summary Compensation Table for Fiscal Year 2025

    | (5) Represents 600,000 PSUs granted to Mr. Levie on December 8, 2024. The grant date fair value of these PSUs with service-based and market-based vesting conditions is computed in accordance with FASB ASC Topic 718 using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the grant date corresponding to the length of the performance period. Information regarding the assumptions used to estimate the fair value of these PSUs is set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2025. |

  110. Summary Compensation Table for Fiscal Year 2025

    | 70 | |

  111. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table sets forth information regarding grants of plan-based awards made to our named executive officers during fiscal year 2025.

  112. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Aaron Levie | — | — | 89,100 | 142,400 | — | — | — | — | — | — | — | | | 12/18/2024 | — | — | — | 200,000 | 600,000(3) | 600,000 | — | — | — | 12,353,800(3) | | | 04/01/2024 | — | — | — | — | — | — | 848(4) | — | — | 24,202(5) | | Olivia Nottebohm | — | — | 198,000 | 316,800 | — | — | — | — | — | — | — | | | 04/01/2024 | — | — | — | — | — | — | 446(4) | — | — | 12,729(5) | | | 04/03/2024 | — | — | — | — | — | — | 75,000(6) | — | — | 2,086,500 | | | 04/03/2024 | — | — | — | 37,500 | 75,000(7) | 150,000 | — | — | — | 2,086,500 | | Dylan Smith | — | — | 210,375 | 336,600 | — | — | — | — | — | — | — | | | 04/01/2024 | — | — | — | — | — | — | 2,002(4) | — | — | 57,137(5) | | | 04/03/2024 | — | — | — | — | — | — | 80,000(6) | — | — | 2,225,600 | | | 04/03/2024 | — | — | — | 40,000 | 80,000(7) | 160,000 | — | — | — | 2,225,600 |

  113. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) The amounts reported represent the target and maximum values of the named executive officers’ bonuses under our Fiscal 2025 Executive Bonus Plan. There are no threshold amounts under our Fiscal 2025 Executive Bonus Plan because our Compensation Committee exercises discretion to determine the actual payouts and, therefore, there is no minimum amount payable for a certain level of performance. |

  114. Grants of Plan-Based Awards in Fiscal Year 2025

    | (2) The amounts reported represent the grant date fair value of the awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718, calculated based on the closing stock price on the date of grant. |

  115. Grants of Plan-Based Awards in Fiscal Year 2025

    | (3) Represents 600,000 PSUs granted to Mr. Levie on December 8, 2024. The grant date fair value of these PSUs with service-based and market-based vesting conditions is computed in accordance with FASB ASC Topic 718 using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the grant date corresponding to the length of the performance period. |

  116. Grants of Plan-Based Awards in Fiscal Year 2025

    | (4) The amounts reported represent the number of fully vested RSUs issued to Ms. Nottebohm and Messrs. Levie and Smith in our fiscal year ended January 31, 2025 in settlement of the incentive awards granted under the Fiscal 2024 Executive Bonus Plan. |

  117. Grants of Plan-Based Awards in Fiscal Year 2025

    | (5) The amounts reported represent the grant date fair value of the fully vested RSUs issued to Ms. Nottebohm and Messrs. Levie and Smith in our fiscal year ended January 31, 2025 in settlement of the incentive awards granted under the Fiscal 2024 Executive Bonus Plan, as computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of grant. These amounts, along with the cash amounts paid in settlement of the incentive awards granted under the Fiscal 2024 Executive Bonus Plan, are reflected as fiscal year 2024 compensation in the Summary Compensation Table for Fiscal Year 2025. |

  118. Grants of Plan-Based Awards in Fiscal Year 2025

    | (6) The amounts reported represent the number of RSUs issued as merit awards to Ms. Nottebohm and Mr. Smith in our fiscal year ended January 31, 2025. |

  119. Grants of Plan-Based Awards in Fiscal Year 2025

    | (7) The amounts reported represent the number of PSUs issued as merit awards to Ms. Nottebohm and Mr. Smith in our fiscal year ended January 31, 2025. |

  120. Grants of Plan-Based Awards in Fiscal Year 2025

    | | 71 |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers as of January 31, 2025.

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Aaron Levie | 12/18/2024(2) | — | — | — | — | — | — | 600,000 | 20,034,000 | | Olivia Nottebohm | 12/13/2023(3) | — | — | — | — | 337,500 | 11,269,125 | — | — | | | 04/03/2024(4) | — | — | — | — | 60,938 | 2,034,720 | — | — | | | 04/03/2024(5) | — | — | — | — | — | — | 75,000 | 2,504,250 | | Dylan Smith | 06/18/2015(6) | 34,000 | — | 17.52 | 06/18/2025 | — | — | — | — | | | 04/09/2017(6) | 450,000 | — | 16.68 | 04/09/2027 | — | — | — | — | | | 04/03/2019(6) | 300,000 | — | 20.12 | 04/03/2029 | — | — | — | — | | | 04/02/2021(7) | — | — | — | — | 10,938 | 365,220 | — | — | | | 04/04/2022(8) | — | — | — | — | 25,782 | 860,861 | — | — | | | 04/04/2022(9) | — | — | — | — | 29,089 | 971,282 | — | — | | | 04/03/2023(10) | — | — | — | — | 46,407 | 1,549,530 | — | — | | | 04/03/2023(11) | — | — | — | — | 50,924 | 1,700,352 | — | — | | | 04/03/2024(4) | — | — | — | — | 65,000 | 2,170,350 | — | — | | | 04/03/2024(5) | — | — | — | — | — | — | 80,000 | 2,671,200 |

  123. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) This column represents the market value of the shares underlying the PSUs and RSUs as of January 31, 2025, based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $33.39 per share on January 31, 2025, the last trading day of fiscal year 2025. |

  124. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) The PSUs are eligible to vest based on the Company's stock price achievement over a performance period that ends on the fourth anniversary of the grant date. The total number of PSUs is divided into three equal tranches with each tranche subject to both a stock price achievement price hurdle and a minimum vesting requirement. Achievement of a stock price hurdle is based on the average closing price of the Company's Class A common stock over a 45 trading-day period. Once both the stock price hurdle for a tranche and the minimum vesting requirement for such tranche are achieved, the number of PSUs in that tranche will vest and the vested PSUs will be settled through the issuance of shares of Class A common on the Company's next regular quarterly vesting date (March 20, June 20, September 20, and December 20), subject to continued service through each vesting date. |

  125. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) One fourth of the shares underlying the RSUs vested on December 20, 2024 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |

  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) One sixteenth of the shares underlying the RSUs vested on June 20, 2024 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) The number of PSUs earned per the applicable grant was determined by our Compensation Committee after our fiscal year end on March 25 2025, based on the company’s achievement of revenue and non-GAAP operating income performance criteria for the fiscal year that ended January 31, 2025. The number of shares shown reflect the actual number of shares determined by our Compensation Committee as earned and eligible for time-based vesting. One third of the shares underlying these PSUs vested on April 2, 2025, and the remaining two-thirds shall vest annually thereafter on April 2, 2026 and April 2, 2027, subject to continued service to us. |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) The stock option is fully vested and exercisable. |

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) One sixteenth of the shares underlying the RSUs vested on June 20, 2021 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) One sixteenth of the shares underlying the RSUs vested on June 20, 2022 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) The number of PSUs earned per the applicable grant was determined by our Compensation Committee after our fiscal year end on March 22, 2023 based on the company’s achievement of revenue and non-GAAP operating income performance criteria for the fiscal year that ended January 31, 2023. The number of shares shown reflect the actual number of shares determined by our Compensation Committee as earned that remained subject to time-based vesting. One third of the shares underlying these PSUs vested on April 4, 2023 and the remaining shares vested annually thereafter. |

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) One sixteenth of the shares underlying the RSUs vested on June 20, 2023 and one sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) The number of PSUs earned per the applicable grant was determined by our Compensation Committee after our fiscal year end on March 22, 2024 based on the company’s achievement of revenue and non-GAAP operating income performance criteria for the fiscal year that ended January 31, 2024. The number of shares shown reflect the actual number of shares determined by our Compensation Committee as earned and eligible for time-based vesting. One third of the shares underlying these PSUs vested on March 22, 2024 and March 20, 2025, and the remaining one-third shall vest on March 20, 2026, subject to continued service to us. |

  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 72 | |

  135. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth the number of shares of Class A common stock acquired during our fiscal year 2025 by our named executive officers upon the exercise of stock options and the vesting of RSU awards and the value realized upon such exercise or vesting.

  136. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Aaron Levie | — | — | 848 | 24,202 | | Olivia Nottebohm | — | — | 127,008 | 4,039,326 | | Dylan Smith | 260,000 | 3,602,600 | 169,055 | 4,913,140 |

  137. Option Exercises and Stock Vested in Fiscal Year 2025

    | (1) The value realized on exercise is the difference between the market price of the shares of our Class A common stock underlying the options when exercised and the applicable exercise price. |

  138. Option Exercises and Stock Vested in Fiscal Year 2025

    | (2) Calculated by multiplying (i) the fair market value of our Class A common stock on the date of vesting, which was determined using the closing price on the New York Stock Exchange of a share of our Class A common stock on the date of vesting, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of our Class A common stock acquired upon vesting. |

  139. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We did not provide any defined benefit pension plans or nonqualified deferred compensation plans during our fiscal year ended January 31, 2025.

  140. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into change of control and severance agreements (“change in control agreements”) with our current named executive officers, which require us to make specific payments and benefits in connection with the termination of such named executive officers’ employment under certain circumstances. These change in control agreements superseded any other agreement or arrangement relating to severance benefits with these named executive officers. The descriptions that follow describe such payments and benefits that may be owed by us to each of our named executive officers upon the named executive officer’s termination under certain circumstances, pursuant to the named executive officer’s change in control agreement. The change in control agreements will remain in effect for an initial term of three years. At the end of the initial term, each agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of the automatic renewal. The change in control agreements also acknowledge that each of these named executive officers is an at-will employee, whose employment can be terminated at any time. In order to receive the severance benefits described below, each of these named executive officers is obligated to execute a release of claims against us, provided such release of claims becomes effective and irrevocable no later than 60 days following such named executive officer’s termination date, and to continue to comply with the terms of the named executive officer’s confidential information and intellectual property assignment agreement with us. In the event of a termination of employment without “cause” (as generally defined below) outside of the “change in control period” (as generally defined below), such named executive officer will receive the following:

  141. Potential Payments upon Termination or Change in Control

    | • | a lump-sum payment of base salary for six months; and |

  142. Potential Payments upon Termination or Change in Control

    | • | paid COBRA benefits for six months. |

  143. Potential Payments upon Termination or Change in Control

    | | 73 |

  144. Potential Payments upon Termination or Change in Control

    In the event of a termination of employment without “cause” or a resignation for “good reason” (as generally defined below) during the “change in control period,” such named executive officer will receive the following:

  145. Potential Payments upon Termination or Change in Control

    | • | a lump-sum payment of 12 months of base salary; |

  146. Potential Payments upon Termination or Change in Control

    | • | a lump-sum payment equal to 100% of his or her target bonus; |

  147. Potential Payments upon Termination or Change in Control

    | • | paid COBRA benefits for 12 months; and |

  148. Potential Payments upon Termination or Change in Control

    | • | 100% acceleration of equity awards. |

  149. Potential Payments upon Termination or Change in Control

    In the event any payment to one of these named executive officers is subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Code), the named executive officer will be entitled to receive such payment as would entitle the named executive officer to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax. For the purpose of the change in control agreements, “cause” means generally the occurrence of any of the following:

  150. Potential Payments upon Termination or Change in Control

    | • | an act of dishonesty by the named executive officer in connection with the named executive officer’s responsibilities as an employee; |

  151. Potential Payments upon Termination or Change in Control

    | • | the named executive officer’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud or embezzlement; |

  152. Potential Payments upon Termination or Change in Control

    | • | the named executive officer’s gross misconduct; |

  153. Potential Payments upon Termination or Change in Control

    | • | the unauthorized use or disclosure by the named executive officer of our proprietary information or trade secrets or those of any other party to whom the named executive officer owes an obligation of nondisclosure as a result of the named executive officer’s relationship with us; |

  154. Potential Payments upon Termination or Change in Control

    | • | the named executive officer’s willful breach of any obligations under any written agreement or covenant with us; |

  155. Potential Payments upon Termination or Change in Control

    | • | the named executive officer’s failure to cooperate with an investigation by a governmental authority; or |

  156. Potential Payments upon Termination or Change in Control

    | • | the named executive officer’s continued failure to perform his or her duties after notice and a cure period. |

  157. Potential Payments upon Termination or Change in Control

    For the purpose of the change in control agreements with Messrs. Levie and Smith, “good reason” means generally the named executive officer’s voluntary termination of employment following the expiration of any cure period following the occurrence of one or more of the following without the named executive officer’s consent:

  158. Potential Payments upon Termination or Change in Control

    | • | a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control where the named executive officer assumes similar functional duties for a stand-alone business unit due to the company becoming part of a larger entity; provided that a reduction resulting from the company not being a stand-alone business unit following a change in control will affirmatively be grounds for good reason; |

  159. Potential Payments upon Termination or Change in Control

    | • | a material reduction of the named executive officer’s base salary; or |

  160. Potential Payments upon Termination or Change in Control

    | • | a material change in the geographic location of the named executive officer’s primary work facility or location. |

  161. Potential Payments upon Termination or Change in Control

    For the purpose of the change in control agreement with Ms. Nottebohm, “good reason” means generally the named executive officer’s voluntary termination of employment following the expiration of any cure period following the occurrence of one or more of the following without the named executive officer’s consent:

  162. Potential Payments upon Termination or Change in Control

    | • | a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control due to the company being part of a larger entity where the named executive officer assumes similar functional duties; |

  163. Potential Payments upon Termination or Change in Control

    | • | a material reduction of the named executive officer’s base salary; or |

  164. Potential Payments upon Termination or Change in Control

    | • | a material change in the geographic location of the named executive officer’s primary work facility or location. |

  165. Potential Payments upon Termination or Change in Control

    For the purpose of the change in control agreements, “change in control period” means generally the period beginning three months prior to, and ending 12 months following, a change in control of the company. In addition, under these arrangements, a change in control is generally defined as a change in more than 50% of the total voting power of our stock, certain changes in the majority composition of the Board of Directors during a 12-month period, or a change in the ownership of a substantial portion of the company’s assets.

  166. Potential Payments upon Termination or Change in Control

    | 74 | |

  167. Potential Payments upon Termination or Change in Control

    The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of the named executive officers serving as of the end of fiscal year 2025 pursuant to the change in control agreements in effect at that time. Payments and benefits are estimated assuming that the triggering event took place on the last business day of our fiscal year ended January 31, 2025, and the price per share of our Class A common stock is the closing price of the New York Stock Exchange as of that date. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments of benefits, any actual payments and benefits may be different.

  168. Potential Payments upon Termination or Change in Control

    | Executive | Payment Elements | Termination Without Cause or Termination for Good Reason Within Change in Control Period ($) | Termination Without Cause Outside of Change in Control Period ($) | | Aaron Levie | Salary | 162,000 | 81,000 | | | Bonus | 89,100 | — | | | Stock Awards(1) | — | — | | | Health Coverage(2) | 33,386 | 16,693 | | | Total | 20,318,486 | 97,693 | | Olivia Nottebohm | Salary | 360,000 | 180,000 | | | Bonus | 198,000 | — | | | Stock Awards(1) | 15,808,095 | — | | | Health Coverage(2) | — | — | | | Total | 16,366,095 | 180,000 | | Dylan Smith | Salary | 382,500 | 191,250 | | | Bonus | 210,375 | — | | | Stock Awards(1) | 10,371,836 | — | | | Health Coverage(2) | 33,800 | 16,900 | | | Total | 10,371,836 | 208,150 |

  169. Potential Payments upon Termination or Change in Control

    | (1) Value represents the estimated benefit amount of unvested RSUs and PSUs calculated by multiplying the number of RSUs and PSUs subject to acceleration held by the applicable named executive officer by the closing price of our Class A common stock on the New York Stock Exchange on January 31, 2025, which was $33.39 per share. |

  170. Potential Payments upon Termination or Change in Control

    | (2) Represents 12 months of Box-paid COBRA benefits in the case of termination without cause or a termination of employment for good reason within the change in control period and six months of Box-paid COBRA benefits in the case of a termination of employment without cause outside of the change in control period. Ms. Nottebohm does not participate in Box’s health coverage program. |

  171. Potential Payments upon Termination or Change in Control

    | | 75 |

  172. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide the following information regarding the relationship between the annual total compensation of Mr. Levie, our Chief Executive Officer, and the median annual total compensation of our employees (other than Mr. Levie) for fiscal year 2025:

  173. CEO Pay Ratio

    | • | Mr. Levie’s annual total compensation, as reported in the “Summary Compensation Table for Fiscal Year 2025” table included in this proxy statement, was $12,608,146. |

  174. CEO Pay Ratio

    | • | The median of the annual total compensation of all employees (other than Mr. Levie) of the company (including our consolidated subsidiaries) was $194,714. |

  175. CEO Pay Ratio

    | • | Based on the above, for fiscal year 2025, the ratio of Mr. Levie’s annual total compensation to the median of the annual total compensation of all employees was 64.8 to 1. |

  176. CEO Pay Ratio

    We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended. The median employee used in our analyses for fiscal years 2024 and 2023 has been promoted by Box, making their compensation for fiscal year 2025 compensation unsuitable as our median employee. For our fiscal year 2025 analysis, we have substituted this individual with another employee whose compensation for fiscal year 2023 was substantially similar to that of our previous median employee. Other than the substitution of our median employee, there have been no changes in our employee population or employee compensation arrangements since fiscal year 2023 that we believe would significantly impact the pay ratio. We determined the employee with the median annual total compensation of our employees, other than Mr. Levie, as of January 31, 2023, at which time we had approximately 2,487 full-time and part-time regular employees globally, approximately 72% of whom are U.S.-based employees, and approximately 28% of whom are located outside of the United States. We then compared the base salaries, bonuses earned, commissions earned and equity compensation of these employees (other than Mr. Levie) to determine the median employee, with base salaries annualized for employees employed by the company for less than a year. The median employee’s annual total compensation for fiscal year 2025 was determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. With respect to the annual total compensation of Mr. Levie, we used the amount reported in the “Total Compensation” column in the “Summary Compensation Table for Fiscal Year 2025” table included in this Proxy Statement.

  177. CEO Pay Ratio

    | 76 | |

  178. Pay-Versus-Performance

    | (2) Compensation actually paid does not mean that our PEO was actually paid these amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the adjustments table below. |

  179. Pay-Versus-Performance

    | (4) Compensation actually paid does not mean that that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the adjustment table below. |

  180. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return Our Compensation Committee makes executive compensation decisions independent of SEC disclosure requirements. For a discussion of our decision-making process, please see the “Compensation Discussion and Analysis” section above. The following graph reflects the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”), our cumulative Total Shareholder Return (“TSR”) and the TSR of the NASDAQ Computer Index (“Peer TSR”), assuming an initial fixed investment on January 31, 2020 of $100, for the fiscal years ended January 31, 2025, 2024, 2023, 2022, and 2021.

  181. Compensation Actually Paid and Total Shareholder Return

    | 78 | |

  182. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our net income (loss) for the fiscal years ended January 31, 2025, 2024, 2023, 2022, and 2021. While we are required by SEC rules to disclose the relationship between our net income and “compensation actually paid” to our NEOs, this is not a metric our Compensation Committee currently uses in evaluating our NEOs’ compensation.

  183. Compensation Actually Paid and Non-GAAP Operating Income

    Compensation Actually Paid and Non-GAAP Operating Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP, and our non-GAAP operating income for the fiscal years ended January 31, 2025, 2024, 2023, 2022, and 2021.

  184. Compensation Actually Paid and Non-GAAP Operating Income

    | | 79 |