Paula Boggs
About Paula Boggs
Paula Boggs, 64, is an independent director of Banzai International (BNZI) and has served on the board since December 2023. She is the founder and owner of Boggs Media, LLC; previously led Starbucks’ global law department (2002–2012) and served as Corporate Secretary of the Starbucks Foundation, held senior legal leadership roles at Dell (1997–2002), and was a partner at Preston Gates & Ellis (1995–1997). She holds a B.A. from Johns Hopkins University and a J.D. from the University of California at Berkeley.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Coffee Company | EVP & General Counsel (led global law) | 2002–2012 | Corporate Secretary of the Starbucks Foundation |
| Dell Computer Corporation | VP Legal (Products, Operations, IT); Sr. Deputy General Counsel | 1997–2002 | Senior legal leadership |
| Preston Gates & Ellis LLP | Partner | 1995–1997 | Partner in law firm |
| Boggs Media, LLC | Founder & Owner | Ongoing | Manages musical, public speaking, and creative business endeavors |
External Roles
| Organization | Role | Committees/Focus |
|---|---|---|
| Recording Academy (Pacific Northwest Chapter) | Voting Member, Chapter Governor | Governance in arts industry |
| Newport Festivals Foundation | Board member | Oversight of Newport Jazz & Folk Festivals |
| Fender | Board member (prior) | Board service |
| Premera Blue Cross | Board member (prior) | Chair of Compensation and Investments Committees |
| Johns Hopkins University | Board of Trustees (prior) | Nominating/Trusteeship; Audit/Compliance (six years as audit chair); Executive Committee |
| KEXP Radio (NPR/UW affiliate) | Executive Committee (prior) | Station governance |
| School of Rock LLC | Audit Committee (prior) | Financial oversight |
| American Bar Association | Board of Governors (prior) | Chair, Investments Committee |
| President’s Committee for the Arts & Humanities | Member (2013–2017) | National policy advisory |
| White House Council for Community Solutions | Member (2010–2012) | National policy advisory |
| American Red Cross | Audit & Nominating Committees (prior) | Governance and oversight |
| Sterling Financial Inc. | Board member (prior) | Board service |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating & Corporate Governance Committee.
- Independence: Board determined all directors other than CEO Joseph Davy are independent under Nasdaq rules; Paula qualifies as independent, including Rule 10A-3 requirements for audit committee service.
- Board structure: Classified board (Class III includes Paula Boggs and Jack Leeney; terms expire at the 2026 annual meeting). Removal for cause requires 66 2/3% of voting power.
- Majority independent board and formal committee charters for Audit, Compensation, Nominating & Corporate Governance, and M&A committees; charters and Code of Conduct available on BNZI’s governance site.
- Audit Committee responsibilities include related-person transaction review, internal control oversight, and auditor independence; Compensation Committee oversees director and executive compensation, equity plan administration, and succession.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee directors) | $100,000 | Paid as determined by the Compensation Committee |
| Committee chair retainers | Audit: $10,000; Compensation: $5,000; Nominating & Corporate Governance: $5,000 | Paula is Nominating Chair → eligible for $5,000 chair retainer |
| Committee member retainers | Audit: $5,000; Compensation: $2,500; Nominating & Corporate Governance: $2,500 | Paula is Audit & Compensation member → eligible for member retainers |
| Expenses | Reimbursement of reasonable travel expenses | Standard director expense policy |
Performance Compensation
| Equity Component | Grant Date | Shares | Fair Value | Notes |
|---|---|---|---|---|
| RSUs to 4 non-employee directors (aggregate) | Dec 2024 | 30,049 total | $371,507 total | Program adopted in Dec 2023; aligns pay with shareholder value |
| 2023 Equity Incentive Plan capacity | Feb 2025 approved | 10,000,000 shares authorized | n/a | Plan permits RSUs, options, SARs, and Performance Awards; Board administers vesting and settlement (shares/cash) |
| Performance metrics (director awards) | n/a | n/a | n/a | No specific performance metrics disclosed for director RSUs; plan allows performance awards generally |
No director meeting fees or incentive cash bonuses are disclosed; director equity appears time-based rather than performance-based for the December 2024 RSU grants.
Other Directorships & Interlocks
- No related-party transactions involving directors/officers in excess of $120,000, other than ordinary-course compensation/benefits, were disclosed; reduces risk of related-party conflicts.
- Audit Committee reviews related-person transactions as part of its charter.
Expertise & Qualifications
- Deep governance and audit oversight experience (e.g., audit chair at Johns Hopkins; service on multiple audit/nominating committees), valuable for Audit and Nominating leadership at BNZI.
- Legal leadership across Fortune 500 contexts (Starbucks, Dell) supports board effectiveness in compliance, risk, and corporate governance.
- Not designated BNZI’s “audit committee financial expert” (that designation is assigned to Kent Schofield); nonetheless qualifies for audit committee independence under Rule 10A-3.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | Voting Power Context |
|---|---|---|---|---|
| Paula Boggs | 337 | — | <1% | Each Class A share = 1 vote; Class B (held by CEO) = 10 votes per share |
No pledging/hedging or ownership guideline disclosures were found for directors; BNZI’s beneficial ownership table shows low personal holdings for most independent directors.
Governance Assessment
- Strengths: Independent director with extensive governance credentials; chairs Nominating & Corporate Governance, serving also on Audit and Compensation committees—positions central to board effectiveness and investor confidence.
- Ownership alignment: Personal stake is modest (337 Class A shares, <1%), typical of early-stage public microcaps but indicates limited “skin-in-the-game” absent larger equity grants; December 2024 RSU grants provide some alignment.
- Conflict oversight: No material related-party transactions; Audit Committee charter explicitly covers related-person reviews; mitigates conflict risk.
- Structural risks: Controlled company dynamics and dual-class structure concentrate voting power with CEO (Class B shares carry 10 votes each; CEO holds ~27.97% of total voting power), potentially limiting minority shareholder influence and board independence in practice. Classified board and removal thresholds may entrench directors.
- Dilution watch: Equity plan enlarged to 10,000,000 shares in 2025; while useful for talent alignment, it increases dilution risk if heavily utilized.
Data gaps: Director-specific attendance rates, vesting schedules for Paula’s RSUs, hedging/pledging, ownership guidelines, and say-on-pay outcomes were not disclosed in the reviewed filings; BNZI’s February and June 2025 proxies were special-meeting focused rather than full annual proxies.