ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
PART III |
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Item 10. |
3 | |||||
Item 11. |
7 | |||||
Item 12. |
29 | |||||
Item 13. |
33 | |||||
Item 14. |
36 | |||||
PART IV |
||||||
Item 15. |
37 | |||||
Item 16 |
37 | |||||
42 |
Name |
Age |
Director Since |
Independent |
Class |
Current Term Expires |
Audit Committee |
Compensation Committee |
Nominating & Corporate Governance Committee |
Operating Committee | |||||||||
Dana Evan |
61 |
2011 |
Yes |
I |
2021 |
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|||||||||||
Peter Leav |
50 |
2019 |
Yes |
I |
2021 |
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||||||||||||
Aaron Levie (CEO) |
36 |
2005 |
No |
I |
2021 |
|||||||||||||
Kim Hammonds |
53 |
2018 |
Yes |
II |
2022 |
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Dan Levin |
57 |
2010 |
Yes |
II |
2022 |
|||||||||||||
Bethany Mayer (Chair) |
59 |
2020 |
Yes |
II |
2022 |
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Sue Barsamian |
62 |
2018 |
Yes |
III |
2023 |
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Carl Bass |
63 |
2020 |
Yes |
III |
2023 |
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Jack Lazar |
55 |
2020 |
Yes |
III |
2023 |
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John Park |
38 |
2021 |
Yes |
III |
2023 |
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Name |
Age |
Position | ||||
Aaron Levie |
36 | Chief Executive Officer | ||||
Dylan Smith |
35 | Chief Financial Officer | ||||
Stephanie Carullo |
53 | Chief Operating Officer |
• | Aaron Levie, our Chief Executive Officer; |
• | Dylan Smith, our Chief Financial Officer; and |
• | Stephanie Carullo, our Chief Operating Officer. |
What we do |
What we don’t do | |
✓ Modest CEO compensation. Our Chief Executive Officer receives modest short-term compensation and minimal equity compensation grants. |
✗ No single-trigger benefits. We do not provide our named executive officers with any payments or benefits that vest or are paid solely upon a change in control. | |
✓ Annual Say-on-Pay Say-on-Pay |
✗ No guaranteed salary increases. We do not guarantee our named executive officers any salary increases. | |
✓ Minimum stock ownership requirements. We have adopted policies with respect to minimum stock ownership requirements for our named executive officers and members of our board of directors. |
✗ No special perquisites. We do not provide our named executive officers with perquisites or other personal benefits that are not offered to all other employees. | |
✓ Clawback policy. We adopted a policy that allows us to recover any cash or equity-based incentive compensation from our named executive officers when the payment of such compensation was based upon financial results that were subsequently the subject of a financial restatement. |
✗ No tax gross-ups. We do not provide our named executive officers with any tax gross-ups. | |
✓ Pay for performance. A significant portion of our named executive officers’ compensation is variable incentive compensation that is tied to achievement of corporate goals pursuant to our Fiscal 2021 Executive Bonus Plan (as defined below). |
✗ No special retirement plans. We do not provide our named executive officers with any special executive retirement plans. |
• | Revenue |
• | Non-GAAP Operating Incomenon-GAAP operating income in fiscal year 2021 was $118.8 million, or 15% of revenue, an improvement over our prior fiscal year non-GAAP operating income of $9.3 million, or 1% of revenue. |
• | Non-GAAP Net Income Per Share, Dilutednon-GAAP net income per share in fiscal year 2021 was $0.70, an improvement over our prior fiscal year non-GAAP net income per share of $0.03. |
• | Free Cash Flow |
• | Revenue Growth Rate Plus Free Cash Flow Margin |
• | Below Market CEO Compensation . Throughout his tenure as our Chief Executive Officer, Mr. Levie has expressed a preference to our Compensation Committee that his short-term compensation be modest to allow us to invest more in other areas of the business. Mr. Levie maintained this preference in fiscal year 2021 and as such, his base salary and target total short-term compensation remained well below the 25th percentile in our compensation peer group. Additionally, Mr. Levie has declined to receive equity grants in all but one year since our initial public offering to allow any equity awards he would have otherwise been granted in prior fiscal years to be re-allocated to the overall equity budget used for issuance to our employees. Mr. Levie maintained that preference in fiscal year 2021 and did not receive any equity grants (other than with respect to his fiscal year 2020 executive bonus plan compensation, which was paid out in the form of restricted stock units in lieu of cash). |
• | Pay for Performance – Fiscal 2021 Executive Bonus Plan Payouts . Our named executive officers participated in the Fiscal 2021 Executive Bonus Plan (as defined below), which we believe promotes our pay for performance philosophy. Awards earned under this incentive compensation plan were calculated in dollar amounts and were then converted (based on the average closing price of a share of our Class A common stock for the 30-trading day period ending the trading day before the grant approval date) and paid out in fully vested shares of Class A common stock having an equivalent cash value to the award earned. |
• | Peer Group . We modified our compensation peer group to add five new companies and remove seven former members of the compensation peer group that had been acquired or were no longer deemed by the Compensation Committee to be relevant comparable to Box. Consistent with commonly viewed best practices, the five new companies were selected based on their revenue, market capitalization, growth trajectory and headquarters location when the compensation peer group was determined. |
• | No Changes to Target Short-Term Compensation . In fiscal year 2021, we maintained the salaries and target bonus percentages of our named executive officers. |
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 | |
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 |
Compensation Peer Group Entering Fiscal Year 2021 |
Compensation Peer Group Revised in Fiscal Year 2021 for Decisions after September 2020 | |||
Added | 8x8 Inc. | |||
Benefitfocus, Inc . |
Removed | |||
Cloudera, Inc. | Cloudera, Inc. | |||
Cornerstone OnDemand Inc. | Cornerstone OnDemand Inc. | |||
DocuSign, Inc. | Removed | |||
FireEye, Inc. | FireEye, Inc. | |||
Added | Five9 Inc. | |||
ForeScout Technologies | ForeScout Technologies, Inc. | |||
Guidewire Software, Inc. | Guidewire Software, Inc. | |||
HubSpot, Inc. | HubSpot, Inc. | |||
LogMeIn, Inc. | Removed | |||
New Relic, Inc. | New Relic, Inc. | |||
Nutanix, Inc. | Nutanix, Inc. | |||
Okta, Inc. | Removed | |||
Pivotal Software, Inc. | Removed | |||
Proofpoint Inc. | Proofpoint Inc. | |||
Added | Qualys, Inc. | |||
Added | RealPage, Inc. | |||
RingCentral, Inc. | Removed | |||
SecureWorks Corp. | Removed | |||
Added | SolarWinds Inc. | |||
SVMK Inc. | SVMK Inc. | |||
Zendesk, Inc. | Zendesk, Inc. | |||
Zuora, Inc. | Zuora, Inc. |
Named Executive Officer |
Base Salary For Fiscal 2021 |
|||
Mr. Levie |
$ | 180,000 | ||
Ms. Carullo |
$ | 370,000 | ||
Mr. Smith |
$ | 370,000 |
• | Overview & Structure non-sales employees at the grade of director or higher, including our named executive officers, based on the achievement of pre-established corporate financial objectives. The annual financial objectives were set at target levels determined to be challenging and requiring substantial skill and effort by senior management to achieve. In June 2020, our Compensation Committee approved a modification to the Fiscal 2021 Executive Bonus Plan targets applicable to our named executive officers whereby the non-GAAP operating income performance target (as discussed below) was increased from $73.5 million to $87.9 million in order to align with our revised external guidance. |
• | Target Annual Incentive Compensation Opportunities |
Named Executive Officer |
Fiscal Year 2021 Target Annual Incentive Compensation Opportunity (as a % of base salary for Fiscal 2021) |
Fiscal Year 2021 Target Annual Incentive Compensation Opportunity |
||||||
Mr. Levie |
55 | % | $ | 99,000 | ||||
Ms. Carullo |
55 | % | $ | 203,500 | ||||
Mr. Smith |
55 | % | $ | 203,500 |
• | Corporate Performance Measures 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 other special items. Each element was weighted equally under the Fiscal 2021 Executive Bonus Plan. |
Performance Measure |
Target (in millions) |
Result (in millions) |
Achievement of Target |
|||||||||
Revenue |
$ | 774.0 | $ | 770.8 | 99.6 | % | ||||||
Non-GAAP Operating Income |
$ | 87.9 | $ | 118.8 | 135.3 | % |
• | Methodology 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 exercises discretion to determine the actual payout. As a threshold matter, our named executive officers were eligible for annual incentive compensation payouts with respect to the revenue component only if we met or exceeded 95% of the revenue target for our fiscal year ended January 31, 2021 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, 2021. High thresholds are required to ensure that significant achievement is 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 103% achievement, and achievement over 103% may be rewarded using an “accelerator” where each point of performance above 103% achievement increases the payout percentage by two percentage points. With respect to the non-GAAP operating income component, |
achievement at 80% equals a payout percentage of 25%, and the payout percentage is increased (1) by 3.75 percentage points for each point of performance above 80% (until a payout percentage of 100% for performance at 100%) and (2) by 0.133 percentage points for each point of performance above 100%, up to a maximum payout percentage of 110%. |
• | Caps on Payment non-GAAP operating income component was set to manage potential incentive compensation costs and maintain appropriate incentives for our named executive officers. |
• | Performance in Fiscal Year 2021 and Related Payout non-GAAP operating income. The revenue measure achievement resulted in a payout percentage of 99.6% of target and the non-GAAP operating income measure achievement resulted in a payout percentage of 104.7% of target. As each metric was weighted 50%, this resulted in a calculated payout percentage of approximately 102.1%. In light of corporate performance in fiscal year 2021, our Compensation Committee exercised its discretion to adjust the payouts for our named executive officers down to approximately 90% of their bonus targets. The intended values of the total payouts to our named executive officers under the Fiscal 2021 Executive Bonus Plan were: |
Named Executive Officer |
Target Annual Incentive Compensation Opportunity |
Actual Incentive Compensation |
||||||
Mr. Levie |
$ | 99,000 | $ | 89,100 | ||||
Ms. Carullo |
$ | 203,500 | $ | 183,150 | ||||
Mr. Smith |
$ | 203,500 | $ | 183,150 |
• | our Chief Executive Officer must own company stock with a value of four times his annual base salary; and |
• | all other named executive officers (except for the Chief Executive Officer) must own company stock with a value of one times their annual base salary. |
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 2021 Executive Bonus Plan 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. | |
Clawback 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, cash-based incentive compensation or performance-based equity compensation may be recovered from covered individuals if: • the company materially restates all or a portion of its financial statements; • the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of financial or operating results paid to a participant would have been less if the financial statements had been correct at the time the incentive compensation was originally calculated or determined; • no more than three years have elapsed since the original filing date of the financial statements upon which the incentive compensation was calculated or determined; and • the Compensation Committee concludes, in its sole discretion, that the gross negligence, intentional misconduct or fraud by such participant caused or partially caused the material restatement of all or a portion of the financial statement(s) and that such participant should repay to the company all of the recoverable compensation. | |
Hedging and pledging policies |
• Our insider trading policy prohibits all directors and employees, including our named executive officers, from engaging in the following activities with respect to our common stock: trading in derivative securities, hedging transactions, short sales, pledging stock as collateral, or holding stock in a margin account. • These policies are intended to prevent a misalignment, or appearance of misalignment, of interests with stockholders. | |
How We Manage Risks Related to Our Compensation Program | ||
Stock ownership guidelines |
• Our executive officers and non-employee directors are required to achieve levels of ownership of company stock with the following values within the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024:• Non-employee directors: three times the annual cash retainer for Board service• Chief Executive Officer: four times annual base salary • Other named executive officers: one times annual base salary. • As of January 31, 2021, 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. | |
• | Bethany Mayer (Chair) |
• | Sue Barsamian |
• | Peter Leav |
• | John Park (since May 2021) |
Name and Principal Position |
Year |
Salary($) |
Bonus($) |
Stock Awards($) (1) |
Option Awards($) (1) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) (3) |
Total Compensation ($) |
||||||||||||||||||||||||
Aaron Levie |
2021 | 180,000 | — | — | — | 108,027 | 217 | 269,317 | ||||||||||||||||||||||||
Chief Executive Officer |
2020 | 180,000 | — | — | — | 52,426 | 289 | 232,715 | ||||||||||||||||||||||||
2019 | 180,000 | — | — | 3,168,000 | — | 231 | 3,348,231 | |||||||||||||||||||||||||
Stephanie Carullo |
2021 | 370,000 | — | 2,886,000 | — | 222,027 | 443 | 3,439,593 | ||||||||||||||||||||||||
Chief Operating Officer |
2020 | 370,000 | — | — | 1,600,000 | 107,765 | 308 | 2,078,073 | ||||||||||||||||||||||||
2019 | 370,000 | — | — | — | 133,054 | 496 | 503,550 | |||||||||||||||||||||||||
Dylan Smith |
2021 | 370,000 | — | 2,886,000 | — | 222,027 | 446 | 3,439,596 | ||||||||||||||||||||||||
Chief Financial Officer |
2020 | 366,667 | — | — | 2,400,000 | 106,824 | 308 | 2,873,899 | ||||||||||||||||||||||||
2019 | 348,333 | — | — | 1,980,000 | 125,569 | 296 | 2,454,198 |
(1) | The amounts reported represent the grant date fair value of the awards granted to the named executive officers during fiscal years 2021, 2020 and 2019 (other than the restricted stock units granted in settlement of incentive compensation awards under the Executive Incentive Plan for fiscal years 2021, 2020 and 2019, which are included in the “Non-Equity Incentive Plan Compensation” column) as computed in accordance with FASB ASC Topic 718. The grant date fair value of restricted stock units granted is based on the |
closing stock price on the date of the grant. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended January 31, 2021. The performance-based stock options granted to Messrs. Levie and Smith in fiscal year 2019 and to Mr. Smith and Ms. Carullo in fiscal year 2020 provide that the options will become eligible to vest according to the time-based vesting schedule if the applicable performance condition is met; assuming the performance condition is met, the actual level of performance does not otherwise determine the number of shares subject to the options that may vest. For fiscal year 2021 and fiscal year 2020, Mr. Levie requested that any equity awards he would have otherwise been granted be re-allocated to the overall equity budget for issuance to our employees. Our Compensation Committee honored his request and, as such, he did not receive any equity awards in fiscal year 2021 or fiscal year 2020. |
(2) | The amounts reported represent incentive compensation awards earned in fiscal years 2021, 2020 and 2019 by the named executive officers under the Executive Incentive Plan. The material terms of the incentive compensation awards are described in the section titled “Executive Compensation Program Elements—Non-Equity Incentive Plan Compensation.” The incentive compensation awards were paid in the form of fully vested restricted stock units, and the amounts reported reflect the grant date fair value of such restricted stock units, as computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of the grant. The number of such restricted stock units granted is set forth in “Grants of Plan-Based Awards in Fiscal Year 2021” table below. In fiscal year 2019, Mr. Levie declined to receive a payout under the Executive Incentive Plan. |
(3) | The amounts reported represent amounts paid on behalf of the named executive officers for basic life insurance. |
Estimated Future Payouts Under Non-Equity IncentivePlan Awards |
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 ($)(1) |
|||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||||||||||||||||||
Aaron Levie |
— | — | 99,000 | (2) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
04/02/2020 | — | — | — | — | — | — | 3,564 | (3) |
— | — | 52,426 | (4) | ||||||||||||||||||||||||||||||||
Stephanie Carullo |
— | — | 203,500 | (2) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
04/02/2020 | — | — | — | — | — | — | 7,326 | (3) |
— | — | 107,765 | (4) | ||||||||||||||||||||||||||||||||
04/03/2020 | — | — | — | — | — | — | 125,000 | (5) |
— | — | 1,803,750 | |||||||||||||||||||||||||||||||||
Dylan Smith |
— | — | 203,500 | (2) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
04/02/2020 | — | — | — | — | — | — | 7,262 | (3) |
— | — | 106,824 | (4) | ||||||||||||||||||||||||||||||||
04/03/2020 | — | — | — | — | — | — | 200,000 | (5) |
— | — | 2,886,000 |
(1) | The amounts reported represent the grant date fair value of the awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718, calculated based on the closing stock price on the date of grant. |
(2) | This amount represents the target value of the named executive officer’s bonus under our Fiscal 2021 Executive Bonus Plan. There is no threshold amount under our Fiscal 2021 Executive Bonus Plan because our Compensation Committee exercises discretion to determine the actual payouts and, therefore, there is no minimum amount payable for a certain level of performance. |
(3) | The amounts reported represent the number of fully vested restricted stock units issued to Ms. Carullo and Messrs. Levie and Smith in our fiscal year ended January 31, 2021 in settlement of the incentive awards granted under the Fiscal 2020 Executive Bonus Plan. |
(4) | The amounts reported represent the grant date fair value of the fully vested restricted stock units issued to Ms. Carullo and Messrs. Levie and Smith in our fiscal year ended January 31, 2021 in settlement of the incentive awards granted under the Fiscal 2020 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 are reflected as fiscal year 2020 compensation in the Summary Compensation Table for Fiscal Year 2021. |
(5) | The amounts reported represent the number of restricted stock units issued as merit awards to Ms. Carullo and Mr. Smith in our fiscal year ended January 31, 2021. |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Number of Securities Underlying Unexercised Unearned Options |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares of Stock that Have Not Vested (#) |
Market Value of Shares of Stock That Have Not Vested ($) (1) |
||||||||||||||||||||||||
Aaron Levie |
04/07/2011 | (2) |
25,000 | — | — | 0.59 | 04/06/2021 | — | — | |||||||||||||||||||||||
04/02/2012 | (2) |
770,000 | — | — | 1.16 | 04/01/2022 | — | — | ||||||||||||||||||||||||
04/02/2012 | (2) |
410,000 | — | — | 4.00 | 04/01/2022 | — | — | ||||||||||||||||||||||||
04/02/2012 | (2) |
410,000 | — | — | 4.00 | 04/01/2022 | — | — | ||||||||||||||||||||||||
04/27/2012 | (2) |
410,000 | — | — | 4.00 | 04/26/2022 | — | — | ||||||||||||||||||||||||
04/10/2018 | (3) |
— | — | 400,000 | 20.28 | 04/10/2028 | — | — | ||||||||||||||||||||||||
Stephanie Carullo |
08/01/2017 | (4) |
341,666 | 58,334 | — | 19.01 | 08/01/2027 | — | — | |||||||||||||||||||||||
08/01/2017 | (5) |
— | — | — | — | — | 37,500 | 650,250 | ||||||||||||||||||||||||
04/03/2019 | (6) |
— | — | 200,000 | 20.12 | 04/03/2029 | — | — | ||||||||||||||||||||||||
04/03/2020 | (9) |
— | — | — | — | — | 101,563 | 1,761,102 | ||||||||||||||||||||||||
Dylan Smith |
04/07/2011 | (2) |
17,362 | — | — | 0.59 | 04/06/2021 | — | — | |||||||||||||||||||||||
04/01/2012 | (2) |
140,000 | — | — | 1.16 | 03/31/2022 | — | — | ||||||||||||||||||||||||
04/01/2012 | (2) |
240,000 | — | — | 1.16 | 03/31/2022 | — | — | ||||||||||||||||||||||||
02/07/2013 | (2) |
140,000 | — | — | 4.63 | 02/06/2023 | — | — | ||||||||||||||||||||||||
04/03/2014 | (2) |
140,000 | — | — | 17.85 | 04/02/2024 | — | — | ||||||||||||||||||||||||
01/02/2015 | (2) |
120,000 | — | — | 14.05 | 01/02/2025 | — | — | ||||||||||||||||||||||||
06/18/2015 | (2) |
34,000 | — | — | 17.52 | 06/18/2025 | — | — | ||||||||||||||||||||||||
04/09/2017 | (7) |
215,624 | 9,376 | — | 16.68 | 04/09/2027 | — | — | ||||||||||||||||||||||||
04/09/2017 | (8) |
225,000 | — | — | 16.68 | 04/09/2027 | — | — | ||||||||||||||||||||||||
04/10/2018 | (3) |
— | — | 250,000 | 20.28 | 04/10/2028 | — | — | ||||||||||||||||||||||||
04/03/2019 | (6) |
— | — | 300,000 | 20.12 | 04/03/2029 | — | — | ||||||||||||||||||||||||
04/03/2020 | (9) |
— | — | — | — | — | 162,500 | 2,817,750 |
(1) | This column represents the market value of the shares underlying the RSUs as of January 31, 2021, based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $17.34 per share on January 29, 2021, the last trading day of fiscal year 2021. |
(2) | The stock option is fully vested and exercisable. |
(3) | One fourth of the shares subject to the option vested on March 20, 2019, and one forty-eighth of the shares vest monthly thereafter, subject to both (i) continued service to Box through each applicable vesting date, and (ii) prior to April 11, 2022, the closing stock price of our Class A common stock having closed at or above $28.00 for 30 consecutive trading days. If the performance condition in clause (ii) is not met prior to April 11, 2022, then no options will vest and all will be forfeited. The performance condition in clause (ii) need only be met one time prior to April 11, 2022 in order for it to be satisfied. If the performance condition is achieved, the options will expire on the 10th anniversary of the grant date. |
(4) | One fourth of the shares subject to the option vested on August 1, 2018 and one forty-eighth of the shares vest monthly thereafter, subject to continued service to us. |
(5) | One fourth of the shares underlying the RSUs vested on September 20, 2018 and one-sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |
(6) | One fourth of the shares subject to the option vested on March 20, 2020 and one forty-eighth of the shares vest monthly thereafter, subject to both (i) continued service to Box through each applicable vesting date, |
and (ii) the closing stock price of our Class A common stock must have closed at a level 25% higher than the 30-trading day trailing average closing price prior to April 3, 2019, which was $19.47, for 30 consecutive trading days prior to April 4, 2023. If the performance condition in clause (ii) is not met prior to April 4, 2023, then no options will vest and all will be forfeited. The performance condition in clause (ii) has been satisfied. |
(7) | One fourth of the shares subject to the option vested on March 20, 2018 and one forty-eighth of the shares vest monthly thereafter, subject to continued service to us. |
(8) | One fourth of the shares subject to the option vested on March 20, 2018 and one forty-eighth of the shares vest monthly thereafter, subject to (i) continued service to us and (ii) prior to the fourth anniversary of the grant date, the closing stock price of our Class A common stock having maintained a level that is 25% higher than the option’s per share exercise price (rounded down to the nearest whole penny) for a period of 30 consecutive trading days. The performance condition in clause (ii) has been satisfied. |
(9) | One sixteenth of the shares underlying the RSUs vested on June 20, 2020 and one-sixteenth of the shares vest quarterly thereafter, subject to continued service to us. |
Options Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) (1) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (2) |
||||||||||||
Aaron Levie |
500,000 | 10,138,211 | 3,564 | 50,502 | ||||||||||||
Stephanie Carullo |
— | — | 80,763 | 1,398,908 | ||||||||||||
Dylan Smith |
— | — | 44,762 | 810,278 |
(1) | The value realized on exercise is the difference between the market price of the shares of our Class A common stock underlying the options when exercised and the applicable exercise price. |
(2) | Calculated by multiplying (i) the market value of our Class A common stock on the vesting date, which was determined using the closing price on the 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. |
• | continued payments of base salary for six months; and |
• | paid COBRA benefits for six months. |
• | a lump-sum payment of 12 months of base salary; |
• | a lump-sum payment equal to 100% of his or her target bonus; |
• | paid COBRA benefits for 12 months; and |
• | 100% acceleration of equity awards. |
• | an act of dishonesty by the named executive officer in connection with the named executive officer’s responsibilities as an employee; |
• | the named executive officer’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud or embezzlement; |
• | the named executive officer’s gross misconduct; |
• | the unauthorized use or disclosure by the named executive officer of our proprietary information or trade secrets or those of any other party to whom the named executive officer owes an obligation of nondisclosure as a result of the named executive officer’s relationship with us; |
• | the named executive officer’s willful breach of any obligations under any written agreement or covenant with us; |
• | the named executive officer’s failure to cooperate with an investigation by a governmental authority; or |
• | the named executive officer’s continued failure to perform his or her duties after notice and a cure period. |
• | a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control where the named executive officer assumes similar functional duties for a stand-alone business unit due to the company becoming part of a larger entity; provided that a reduction resulting from the company not being a stand-alone business unit following a change in control will affirmatively be grounds for good reason; |
• | a material reduction of the named executive officer’s base salary; or |
• | a material change in the geographic location of the named executive officer’s primary work facility or location. |
• | a material reduction of the named executive officer’s duties, authorities or responsibilities other than a reduction following a change in control due to the company being part of a larger entity where the named executive officer assumes similar functional duties; |
• | a material reduction of the named executive officer’s base salary; or |
• | a material change in the geographic location of the named executive officer’s primary work facility or location. |
Executive |
Payment Elements |
Termination Without Cause or Termination for Good Reason Within Change in Control Period ($) |
Termination Without Cause Outside of Change in Control Period ($) |
|||||||
Aaron Levie |
Salary | 180,000 | 90,000 | |||||||
Bonus | 99,000 | — | ||||||||
Stock Options (1) |
— | — | ||||||||
Stock Awards (2) |
— | — | ||||||||
Health Coverage (3) |
27,269 | 13,634 | ||||||||
Total | 306,269 | 103,634 | ||||||||
Stephanie Carullo |
Salary | 370,000 | 185,000 | |||||||
Bonus | 203,500 | — | ||||||||
Stock Options (1) |
— | — | ||||||||
Stock Awards (2) |
2,411,352 | — | ||||||||
Health Coverage (3) |
19,542 | 9,771 | ||||||||
Total | 3,004,394 | 194,771 | ||||||||
Dylan Smith |
Salary | 370,000 | 185,000 | |||||||
Bonus | 203,500 | — | ||||||||
Stock Options (1) |
12,376 | — | ||||||||
Stock Awards (2) |
2,817,750 | — | ||||||||
Health Coverage (3) |
27,664 | 13,832 | ||||||||
Total | 3,431,290 | 198,832 |
(1) | Value represents the estimated benefit amount of unvested stock options calculated by multiplying the number of unvested stock options subject to acceleration held by the applicable named executive officer by the difference between the exercise price of the option and the closing price of our Class A common stock on the New York Stock Exchange on January 29, 2021, which was $17.34 per share. Does not reflect any dollar value associated with the acceleration of unvested stock options with exercise prices in excess of $17.34 per share. |
(2) | Value represents the estimated benefit amount of unvested RSUs and shares of restricted stock issued upon the early exercise of stock options, in each case calculated by multiplying the number of unvested units or shares 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 29, 2021, which was $17.34 per share. |
(3) | Represents 12 months of Box-paid COBRA benefits in the case of termination without cause or a termination of employment for good reason within the change in control period and six months of Box-paid COBRA benefits in the case of a termination of employment without cause outside of the change in control period. |
Committee |
Committee Member Annual Retainer |
Committee Chair Annual Retainer |
||||||
Audit Committee |
$ | 8,000 | $ | 20,000 | ||||
Compensation Committee |
$ | 8,000 | $ | 12,000 | ||||
Nominating and Corporate Governance Committee |
$ | 4,000 | $ | 8,000 | ||||
Operating Committee (1) |
$ | 8,000 | $ | 20,000 |
(1) | For service on or after April 9, 2020. |
Director (1) |
Fees Earned or Paid in Cash ($) |
Option Awards($) (2) |
Stock Awards($) (2) |
Total($) |
||||||||||||
Sue Barsamian (3) |
59,222 | — | 191,442 | 250,664 | ||||||||||||
Carl Bass (4) |
22,647 | — | 476,093 | 498,740 | ||||||||||||
Dana Evan (3) |
72,554 | — | 191,442 | 263,996 | ||||||||||||
Kim Hammonds (3) |
44,889 | — | 191,442 | 236,331 | ||||||||||||
Jack Lazar (5) |
37,092 | 171,411 | 197,596 | 406,099 | ||||||||||||
Peter Leav (3) |
38,022 | — | 191,442 | 229,464 | ||||||||||||
Dan Levin (3) |
30,000 | — | 191,442 | 221,442 | ||||||||||||
Bethany Mayer (6) |
35,793 | — | 464,315 | 500,108 | ||||||||||||
Rory O’Driscoll (7) |
22,826 | — | — | 22,826 | ||||||||||||
Josh Stein (8) |
21,000 | — | — | 21,000 |
(1) | Mr. Park did not serve as a director during our fiscal year ended January 31, 2021. Pursuant to the Investment Agreement, Mr. Park is not entitled to receive any compensation from Box for his service on our board of directors. |
(2) | The amounts reported represent the aggregate grant-date fair value of the stock options and restricted stock units awarded to the director, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock units 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 restricted stock unit award. The assumptions used |
in calculating the grant-date fair value of the stock options and restricted stock units reported in this column are set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 19, 2021. |
(3) | As of January 31, 2021, each of Mses. Barsamian, Evan and Hammonds and Messrs. Leav and Levin held 10,060 RSUs. 100% of the shares of our Class A common stock underlying the RSUs will vest on July 15, 2021, subject to the director’s continued service through such date. |
(4) | Mr. Bass joined our Board of Directors on May 26, 2020. As of January 31, 2021, Mr. Bass held 24,390 RSUs. The shares of our Class A common stock underlying the RSUs vest in three annual installments beginning with the first anniversary of the grant date, subject to Mr. Bass’ continued service through the applicable vesting date. |
(5) | Mr. Lazar joined our Board of Directors on March 22, 2020. As of January 31, 2021, Mr. Lazar held an option to purchase 31,666 shares of our Class A common stock and 15,833 RSUs. The shares of our Class A common stock subject to the options vest in 36 equal monthly installments beginning with the first monthly anniversary of the grant date, subject to Mr. Lazar’s continued service through the applicable vesting date. The shares of our Class A common stock underlying the RSUs vest in three annual installments beginning with the first anniversary of the grant date, subject to Mr. Lazar’s continued service through the applicable vesting date. |
(6) | Ms. Mayer joined our Board of Directors on April 24, 2020. As of January 31, 2021, Ms. Mayer held 29,239 RSUs. The shares of our Class A common stock underlying the RSUs vest in three annual installments beginning with the first anniversary of the grant date, subject to Ms. Mayer’s continued service through the applicable vesting date. |
(7) | Mr. O’Driscoll did not stand for re-election at our 2020 annual meeting of stockholders on July 15, 2020. |
(8) | Mr. Stein resigned from our Board of Directors, effective as of our 2020 annual meeting of stockholders on July 15, 2020. |
Plan Category |
Class of Common Stock |
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1) |
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2) |
||||||||||||
Equity compensation plans approved by stockholders |
Class A | 20,947,715 | $ | 10.77 | 25,067,256 | |||||||||||
Equity compensation plans not approved by stockholders |
— | — | — | |||||||||||||
Total |
Class A | 20,947,715 | $ | 10.77 | 25,067,256 |
(1) | The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units, which have no exercise price. |
(2) | Includes: 23,778,878 shares from the Box, Inc. 2015 Equity Incentive Plan (2015 Plan) and 1,288,378 shares from the Box, Inc. 2015 Employee Stock Purchase Plan (ESPP). Our 2015 Plan provides that on the first day of each fiscal year, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 12,200,000 shares, (ii) 5% of the outstanding shares of our capital stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 2,500,000 shares, (ii) 1% of the outstanding shares of our capital stock on the first day of such fiscal year, or (iii) such other amount as our Board of Directors may determine. On February 1, 2021, the number of shares of Class A common stock available for issuance under our 2015 Plan and our ESPP increased by 7,992,533 shares and 1,598,506 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above. |
• | each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Class A common stock or Series A Preferred Stock; |
• | each of our named executive officers; |
• | each of our directors; and |
• | all of our current executive officers and directors as a group. |
Name of Beneficial Owner |
Number of Class A Shares Beneficially Owned |
Percent of Class A Shares Beneficially Owned |
Number of Series A Preferred Shares Beneficially Owned+ |
Percent of Series A Preferred Shares Beneficially Owned |
||||||||||||
5% Stockholders: |
||||||||||||||||
The Vanguard Group, Inc. (1) |
17,326,628 | 10.7 | % | |||||||||||||
Starboard Value LP (2) |
13,013,663 | 8.0 | % | |||||||||||||
BlackRock, Inc. (3) |
13,004,504 | 8.0 | % | |||||||||||||
Entities Affiliated with KKR (4) |
149,999 | 30.0 | % | |||||||||||||
Entities Affiliated with Centerbridge (5) |
116,667 | 23.3 | % | |||||||||||||
Kennedy Lewis Capital Partners Master Fund II LP (6) |
116,667 | 23.3 | % | |||||||||||||
Oak Hill Advisor Entities (7) |
116,667 | 23.3 | % | |||||||||||||
Named Executive Officers and Directors: |
||||||||||||||||
Aaron Levie (8) |
4,157,941 | 2.5 | % | |||||||||||||
Dylan Smith (9) |
2,306,844 | 1.4 | % | |||||||||||||
Stephanie Carullo (10) |
571,844 | * | ||||||||||||||
Sue Barsamian (11) |
43,089 | * | ||||||||||||||
Carl Bass (12) |
8,130 | * | ||||||||||||||
Dana Evan (13) |
167,929 | * | ||||||||||||||
Kim Hammonds (14) |
21,081 | * | ||||||||||||||
Jack Lazar (15) |
18,471 | * | ||||||||||||||
Peter Leav (16) |
23,922 | * | ||||||||||||||
Dan Levin (17) |
1,132,693 | * | ||||||||||||||
Bethany Mayer (18) |
9,746 | * | ||||||||||||||
John Park |
— | * | ||||||||||||||
All executive officers and directors as a group (12 persons) (19) |
8,461,690 | 5.1 | % |
* | Represents beneficial ownership of less than one percent (1%). |
+ | None of the holders of Series A Preferred Shares beneficially owns more than 5% of the Class A Shares. |
(1) | According to a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group, Inc. (“Vanguard”), as investment advisor, has sole voting power with respect to none of the reported shares, shared voting power with respect to 330,503 of the reported shares, sole dispositive power with respect to 16,873,856 of the reported shares and shared dispositive power with respect to 452,772 of the reported shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(2) | According to a Schedule 13D/A filed with the SEC on May 10, 2021. Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”) has sole voting and dispositive power with respect to 6,872,443 of the reported shares. Starboard Value and Opportunity S LLC (“Starboard S LLC”) has sole voting and dispositive power with respect to 1,275,334 of the reported shares. Starboard Value and Opportunity C LP (“Starboard C LP”) has sole voting and dispositive power with respect to 746,496 of the reported shares. |
Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), has sole voting and dispositive power with respect to 652,637 of the reported shares. Starboard X Master Fund Ltd (“Starboard X Master”) has sole voting and dispositive power with respect to 1,336,220 of the reported shares. Starboard Value LP has sole voting and dispositive power with respect to 2,130,533 of the reported shares held in its own account. Starboard Value R LP (“Starboard R LP”) is the general partner of Starboard C LP. Starboard Value L LP (“Starboard L GP”) is the general partner of Starboard L Master. Starboard Value R GP LLC (“Starboard R GP”) is the general partner of Starboard R LP and Starboard L GP. Starboard Value LP is the investment manager of Starboard V&O Fund, Starboard C LP and Starboard L Master and the manager of Starboard S LLC. Starboard Value GP LLC (“Starboard Value GP”) is the general partner of Starboard Value LP. Starboard Principal Co LP (“Principal Co”) is a member of Starboard Value GP. Starboard Principal Co GP LLC (“Principal GP”) is the general partner of Principal Co. Jeffrey C. Smith and Peter A. Feld, as members of Principal GP and as members of the Management Committees of Starboard Value GP and Principal GP, may be deemed the beneficial owners of (i) 6,872,443 Shares held by Starboard V&O Fund, (ii) 1,275,334 Shares held by Starboard S LLC, (iii) 676,215 Shares owned by Starboard C LP, (iv) 652,637 Shares owned by Starboard L Master, (v) 1,336,220 Shares held by Starboard X Master and (v) 2,130,533 Shares held by Starboard Value LP. The address of the principal office of Starboard Value LP and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. |
(3) | According to a Schedule 13G/A filed with the SEC on January 29, 2021, BlackRock, Inc. (“BlackRock”), has sole voting power with respect to 12,567,806 of the reported shares and sole dispositive power with respect to all of the reported shares. BlackRock’s address is 55 East 52nd Street, New York, New York, 10055. |
(4) | Represents 113,240 shares held by Powell Investors III L.P., 20,293 shares held by Tailored Opportunistic Credit Fund, 7,379 shares held by KKR-NYC Credit C L.P., 6,088 shares held by KKR-Milton Credit Holdings L.P. and 2,999 shares held by CPS Holdings (US) L.P. As of May 15, 2021, the Series A Preferred Shares held by these KKR-affiliated entities are convertible into 5,555,510 shares of Class A common stock. KKR Special Situations Fund III Limited is the general partner of Powell Investors III L.P. KKR Dislocation Opportunities (EEA) Fund SCSp is the sole shareholder of KKR Special Situations Fund III Limited. KKR Associates Dislocation Opportunities SCSp is the general partner of KKR Dislocation Opportunities (EEA) Fund SCSp. KKR Dislocation Opportunities S.a r.l. is the general partner of KKR Associates Dislocation Opportunities SCSp. KKR Dislocation Opportunities Limited is the sole shareholder of KKR Dislocation Opportunities S.a r.l. KKR-NYC Credit C GP LLC is the general partner of KKR-NYC Credit C L.P. KKR-NYC SL GP MH LLC is the sole member of KKR-NYC Credit C GP LLC. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Credit Holdings L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P. CPS Holdings (US) GP LLC is the general partner of CPS Holdings (US) L.P. CPS Managers Fund (US) L.P. is the sole member of CPS Holdings (US) GP LLC. CPS Associates (US) L.P. is the general partner of CPS Managers Fund (US) L.P. CPS (US) LLC is the general partner of CPS Associates (US) L.P. KKR Credit Fund Advisors LLC is an investment advisor to Powell Investors III L.P. and KKR-NYC Credit C L.P. and is a wholly-owned subsidiary of KKR Credit Advisors (US) LLC., which, along with KKR Australia Investment Management Pty Limited, is the investment advisor to Tailored Opportunistic Credit Fund and KKR-Milton Credit Holdings L.P. KKR Australia Pty Limited is the sole shareholder of KKR Australia Investment Management Pty Limited. KKR Asia LLC is the sole shareholder of KKR Australia Pty Limited. Kohlberg Kravis Roberts & Co. L.P. is the holder of all of the outstanding equity interests in KKR Credit Advisors (US) LLC and KKR Asia LLC and is the investment advisor to CPS Managers Fund (US) L.P. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC. KKR Group Partnership L.P. is the sole shareholder of each of KKR Dislocation Opportunities Limited and KKR Milton Strategic Limited and the sole member of each of KKR-NYC SL GP MH LLC, CPS (US) LLC and KKR Holdco LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. The principal business address of each of the entities and persons identified above, other than Kohlberg Kravis Roberts & Co. L.P., KKR & |
Co. GP LLC, KKR Holdco LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLP and Messrs. Kravis and Roberts is 555 California Street, 50th Floor, San Francisco, CA 94104, the principal business address of the other entities and Mr. Kravis is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, NY 10001 and the principal business address of Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
(5) | Represents 25,167 shares held by Centerbridge Credit Partners Master, L.P. and 91,500 shares held by Centerbridge Special Credit Partners III-Flex, L.P. As of May 15, 2021, the Series A Preferred Shares held by these Centerbridge-affiliated entities are convertible into 4,320,995 shares of Class A common stock. Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”) is the sole director of Centerbridge Credit Cayman GP, Ltd. (“Credit Cayman GP”), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore GP”), which is the general partner of Centerbridge Credit Partners Master, L.P. (“Credit Partners Master”), and may be deemed to share beneficial ownership over the securities held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the securities held of record by Credit Partners Master, except to the extent of any proportionate pecuniary interest therein. The address of each of Credit GP Investors, Credit Cayman GP, Credit Partners Offshore GP, Credit Partners Master and Mr. Aronson, respectively, is 375 Park Avenue, 11th Floor, New York, New York 10152. CSCP III Cayman GP Ltd. (“CSCP III Cayman GP”) is the general partner of Centerbridge Special Credit Partners General Partner III, L.P. (“Special Credit III GP”), which is the general partner of Centerbridge Special Credit Partners III-Flex, L.P. (“SC III-Flex”), and may be deemed to share beneficial ownership over the securities held of record by SC III-Flex. As the director of CSCP III Cayman GP, Jeffrey H. Aronson may be deemed to share beneficial ownership with respect to the securities held of record by SC III-Flex. Such persons and entities expressly disclaim beneficial ownership of the securities held of record by SC III-Flex, except to the extent of any proportionate pecuniary interest therein. The address of each of CSCP III Cayman GP, Special Credit III GP, SC III-Flex and Mr. Aronson, respectively, is 375 Park Avenue, 11th Floor, New York, New York 10152. |
(6) | As of May 15, 2021, the Series A Preferred Shares held by Kennedy Lewis Capital Partners Master Fund II LP are convertible into 4,320,995 shares of Class A common stock. Kennedy Lewis GP II LLC is the general partner of Kennedy Lewis Capital Partners Master Fund II LP and Kennedy Lewis Management LP is the Investment Advisor of Kennedy Lewis Capital Partners Master Fund II LP and share voting and investment control with respect to the securities held of record by Kennedy Lewis Capital Partners Master Fund II LP Darren Richman and David Chene are the principals of Kennedy Lewis GP II LLC and Kennedy Lewis Management LP. The address of Kennedy Lewis Capital Partners Master Fund II LP is 111 West 33rd Street, Suite 1910, New York, NY 10120. |
(7) | Interests shown are held by entities advised and/or managed by Oak Hill Advisors, L.P. or its affiliate (each, an “Oak Hill Advisors Entity”). Interests shown consists of 900 shares held by ALOHA European Credit Fund, L.P., 2,800 shares held by Future Fund Board of Guardians, 900 shares held by Illinois State Board of Investment, 1,400 shares held by Indiana Public Retirement System, 2,800 shares held by OHA AD Customized Credit Fund (International), L.P., 4,100 shares held by OHA Artesian Customized Credit Fund I, L.P., 700 shares held by OHA BCSS SSD II, L.P., 8,800 shares held by OHA Black Bear Fund, L.P., 5,300 shares held by OHA Centre Street Partnership, L.P., 8,800 shares held by OHA Credit Solutions Master Fund II SPV, L.P., 6,500 shares held by OHA Delaware Customized Credit Fund Holdings, L.P., 1,100 shares held by OHA Delaware Customized Credit Fund-F, L.P., 5,900 shares held by OHA Dynamic Credit ORCA Fund, L.P., 800 shares held by OHA Enhanced Credit Strategies Master Fund, L.P., 5,200 shares held by OHA KC Customized Credit Master Fund, L.P., 800 shares held by OHA MPS SSD II, L.P., 4,200 shares held by OHA SA Customized Credit Fund, L.P., 21,500 shares held by OHA Strategic Credit Master Fund II, L.P., 3,600 shares held by OHA Structured Products Master Fund D, L.P., 28,567 shares held by OHA Tactical Investment Master Fund, L.P., 1,200 shares held by OHAT Credit Fund, L.P. and 800 shares held by The Coca-Cola Company Master Retirement Trust. As of May 15, 2021, the Series A Preferred Shares held by Oak Hill Advisors Entities are convertible into 4,320,984 shares of Class A |
common stock. The business address for the Oak Hill Advisors Entities is One Vanderbilt Avenue 16th Floor New York, NY 10017. Glenn R. August is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors, L.P. The interests beneficially owned by the Oak Hill Advisors Entities may also be deemed to be beneficially owned by Mr. August. Mr. August disclaims beneficial ownership of our Series A Preferred Shares beyond his pecuniary interest in the Oak Hill Advisors Entities for purposes of Section 16 under the Exchange Act. |
(8) | Consists of (i) 2,141,275 shares held by Mr. Levie and (ii) 2,016,666 shares subject to options exercisable within 60 days of May 15, 2021. |
(9) | Consists of (i) 911,491 shares held by Mr. Smith; (ii) 85,000 shares held by Mr. Smith, as Trustee of the DCS GRAT of 2014; (iii) 1,286,916 shares subject to options exercisable within 60 days of May 15, 2021; and (iv) 23,437 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(10) | Consists of (i) 142,158 shares held by Ms. Carullo, (ii) 399,999 shares subject to options exercisable within 60 days of May 15, 2021 and (iii) 29,687 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(11) | Consists of (i) 11,347 shares held by Ms. Barsamian, (ii) 28,726 shares subject to options exercisable within 60 days of May 15, 2021 and (iii) 3,016 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(12) | Consists of 8,130 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(13) | Consists of (i) 110,567 shares held by Ms. Evan and (ii) 57,362 shares subject to options exercisable within 60 days of May 15, 2021. |
(14) | Consists of (i) 3,329 shares held by Ms. Hammonds and (ii) 17,752 shares subject to options held by Ms. Hammonds that are exercisable within 60 days of May 15, 2021. |
(15) | Consists of (i) 5,277 shares held by Mr. Lazar and (ii) 13,194 shares subject to options held by Mr. Lazar that are exercisable within 60 days of May 15, 2021. |
(16) | Consists of (i) 3,987 shares held by Mr. Leav, (ii) 15,948 shares subject to options held by Mr. Leav that are exercisable within 60 days of May 15, 2021 and (iii) 3,987 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(17) | Consists of (i) 11,106 shares held by Mr. Levin; (ii) 128,600 shares held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust dated 9/18/99; and (iii) 992,987 shares subject to options exercisable within 60 days of May 15, 2021. |
(18) | Consists of 9,746 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
(19) | Consists of (i) 3,563,883 shares outstanding as of May 15, 2021, (ii) 4,829,550 shares subject to options exercisable within 60 days of May 15, 2021 and (iii) 68,257 shares issuable upon the vesting of restricted stock units within 60 days of May 15, 2021. |
• | the amounts involved exceeded or will exceed $120,000; and |
• | any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest. |
2020 |
2021 |
|||||||
Audit Fees (1) |
$ | 2,677,511 | $ | 3,022,500 | ||||
Tax Fees (2) |
$ | 229,912 | $ | 275,280 | ||||
Total Fees |
$ | 2,907,423 | $ | 3,297,780 |
(1) | Audit Fees consist of professional services provided in connection with the audit of our annual consolidated financial statements and the audit of internal control over financial reporting, including the review of our unaudited quarterly consolidated financial statements, and audit services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. In addition, fees consist of professional services rendered in connection with our Registration Statements on Form S-8. For our fiscal year ended January 31, 2021, this category also includes fees for services provided in connection with our offering of 0.00% convertible senior notes due January 15, 2026. |
(2) | Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance. |
Exhibit Number |
Exhibit Description |
Incorporated by Reference | ||||||||||||||
Form |
File No. |
Exhibit |
Filing Date | |||||||||||||
101.INS | Inline XBRL Instance Document. | |||||||||||||||
101.SCH | Inline XBRL Taxonomy Schema Linkbase Document. | |||||||||||||||
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | |||||||||||||||
101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | |||||||||||||||
101.LAB | Inline XBRL Taxonomy Labels Linkbase Document. | |||||||||||||||
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | |||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Indicates a management contract or compensatory plan or arrangement. |
☐ | The Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. |
† | The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
‡ | Certain portions of this exhibit have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed. |
BOX, INC. | ||
By: | /s/ Aaron Levie | |
Aaron Levie | ||
Chief Executive Officer |