Aaron Levie
BOXAbout Aaron Levie
Co-founder and Chief Executive Officer of Box since April 2005; director since 2005 and former Chair (Dec 2013–May 2021). Age 40 as of April 16, 2025; attended the University of Southern California (2003–2005) . Under Levie’s leadership in FY2025, revenue grew 5% to $1.090B and non-GAAP operating income rose to $303.6M (28% margin), both key inputs to executive incentives . Five-year pay-versus-performance disclosure shows a cumulative value of $222 for a $100 investment (TSR depiction), alongside rising non-GAAP operating income trends used in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Box | Co-founder & CEO | 2005–present | Drove evolution to Intelligent Content Management; FY2025 revenue $1.090B and improved non-GAAP operating margin to 28% . |
| Box (Board) | Chair of the Board | 2013–2021 | Oversight during scale-up; role separated with independent Chair from May 2021 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in latest proxy . |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary | $162,000 | No FY2025 increase; prior 10% reduction in 2023 noted by committee . |
| Target Bonus (% of Salary) | 55% ($89,100) | Set by Compensation Committee . |
| Actual Bonus Paid | $93,510 | Paid 50% cash and 50% fully-vested RSUs . |
| Perquisites | $276 | Company-paid basic life insurance . |
Performance Compensation
FY2025 Annual Bonus Plan (Executive Incentive Plan)
| Metric (Weight) | Target (in $M) | Actual (in $M) | Achievement | Payout % |
|---|---|---|---|---|
| Revenue (50%) | 1,082.50 | 1,090.13 | 100.70% | 102.11% |
| Non-GAAP Operating Income (50%) | 292.28 | 303.65 | 103.89% | 107.78% |
| Total | — | — | — | 104.95% |
Key design features: revenue and non-GAAP operating income; thresholds of ≥95% revenue and ≥80% non-GAAP OI; payout curves with accelerators/caps; settled 50% in cash and 50% in fully vested RSUs .
CEO Long-Term Equity (Granted December 18, 2024)
| Award Type | Shares | Performance Hurdles | Time Condition | Status |
|---|---|---|---|---|
| PSUs | 600,000 | Stock price hurdles: $40, $50, $60 (45-trading-day average) | Minimum service: 1, 2, 3 years by tranche | None earned/vested to date . |
Additional mechanics: Upon meeting both the price hurdle and minimum service for a tranche, PSUs vest and settle on the next regular quarterly vesting date; special interpolation provisions in a change-in-control; unearned tranches forfeit if hurdles unmet by end of 4-year performance period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,981,293 Class A shares (2.1% of outstanding) . |
| Unvested CEO PSUs | 600,000 PSUs (market value $20,034,000 at $33.39 as of Jan 31, 2025) . |
| Securities Acquired FY2025 | 848 RSUs vested and settled in connection with prior-year incentive payout . |
| Hedging/Pledging | Prohibited for directors and officers . |
| 10b5-1 Plan | Active as of proxy date (Levie among insiders with plans) . |
| Ownership Guidelines | CEO required to hold company stock equal to 5x base salary; all NEOs/directors met, exceeded, or are on track . |
Employment Terms
| Provision | Non-CIC Termination (Without Cause) | CIC Double-Trigger (Within CIC Period) |
|---|---|---|
| Severance | Lump sum 6 months base salary | Lump sum 12 months base salary + 100% target bonus . |
| Health Benefits | 6 months COBRA (company-paid) | 12 months COBRA (company-paid) . |
| Equity | — | 100% acceleration of unvested equity . |
| CIC Window | — | Defined as -3 months to +12 months around CIC . |
| 280G Treatment | Best-net (cutback if beneficial; no tax gross-up) . | |
| Clawback | Recovery of excess incentive-based comp upon restatement; 3-year look-back; NYSE Rule 10D-1 compliant . |
Board Governance
- Structure: Independent Chair (Bethany Mayer) since May 2021; roles of Chair and CEO are separated, with defined independent Chair authorities (agenda, information flow, executive sessions, CEO oversight) .
- Independence: 7 of 8 directors independent; Levie (CEO) is not independent .
- Committees: All-Independent Audit (Chair: Jack Lazar), Compensation (Chair: Bethany Mayer), Nominating & Corporate Governance (Chair: Dana Evan) .
- Attendance: In FY2025 the Board met six times; each incumbent director attended ≥75% of Board and committee meetings held during their service period .
- Director Pay: Employees receive no additional director pay; Levie received no director compensation .
Compensation Peer Group & Say‑on‑Pay
- Peer group: Software peers with ~$520M–$2.1B revenue and ~$1.2B–$12.1B market cap; 2024 refresh added Asana, Blackline, Commvault, Tenable; removed Alteryx, HashiCorp, New Relic, Splunk .
- Target positioning: CEO target cash below 10th percentile; other NEOs below 25th percentile; no fixed benchmarking to a specific percentile for total direct compensation .
- Say‑on‑Pay: Approximately 98% support in 2023 and 2024; annual cadence maintained .
Investment Implications
- Strong alignment, low cash burn: CEO’s modest base ($162k) and below‑market target cash paired with 100% performance‑conditioned PSUs (600k with $40/$50/$60 hurdles) tightly link realizable pay to multi‑year stock performance .
- Retention and performance focus: PSU vesting requires both price hurdles and time (1–3 years by tranche); none earned yet, heightening sensitivity to sustained value creation .
- Limited severance risk: CIC benefits are moderate relative to many tech peers (12 months base + target bonus and COBRA; full equity acceleration; best‑net 280G cutback; no tax gross‑ups), reducing parachute overhang .
- Governance construct lowers key-person risk: Independent Chair, fully independent committees, and active clawback/anti‑hedging policies mitigate governance red flags and support oversight continuity .
- Ownership and selling dynamics: Levie beneficially owns ~2.1% and is subject to ownership guidelines; active 10b5‑1 plan suggests any future liquidity will be programmatic, while hedging/pledging prohibitions protect shareholder alignment .
All citations refer to Box, Inc. DEF 14A (filed May 13, 2025) unless otherwise noted.