Bethany Mayer
BOXAbout Bethany Mayer
Independent Chair of the Board of Box, Inc. (since May 2021); director since April 2020; age 63 as of April 16, 2025. Former President & CEO of Ixia (sold to Keysight), senior executive at HP, Blue Coat, Cisco, and Apple; executive advisor at Siris Capital (2018–Oct 2024). Education: B.S. Political Science (Santa Clara University), MBA (California State University–Monterey Bay), M.S. Cybersecurity (NYU). Selected for deep technology leadership and governance expertise; serves as Compensation Committee Chair at Box .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ixia | President, CEO & Director | 2014–Apr 2017 | Led company until acquisition by Keysight in Apr 2017 . |
| Sempra Energy | EVP, Corp Dev & Technology | Nov 2018–Jan 2019 | Senior operating role; prior and subsequent board service (see External Roles) . |
| Siris Capital Group | Executive Advisor | Jan 2018–Oct 2024 | PE operating/advisory experience . |
| Hewlett-Packard (HP) | SVP & GM, Networking; VP, Marketing & Alliances (Enterprise Servers/Storage/Networking) | 2010–2014 | Led networking and NFV businesses . |
| Blue Coat Systems; Cisco; Apple Computer | Senior roles | N/A | Enterprise security/networking and tech operator background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Astera Labs, Inc. | Director | Since Jun 2024 | Semiconductor solutions for cloud/AI infrastructure . |
| Hewlett Packard Enterprise (HPE) | Director | Since Jun 2023 | Multinational IT company . |
| Lam Research Corporation | Director | Since May 2019 | Semiconductor equipment . |
| Sempra Energy | Director | Feb 2017–Oct 2018; rejoined Jan 2019–Sep 2024 | Resigned before management role; rejoined post-role . |
| Marvell Technology Group | Director | May 2018–Jun 2022 | Semiconductor . |
| Ixia | Director | 2014–Apr 2017 | Acquired by Keysight . |
| Delphi Automotive PLC | Director | Aug 2015–Apr 2016 | Auto parts supplier . |
Board Governance
- Roles: Independent Chair of the Board (since May 2021); Compensation Committee Chair. Prior member of the Operating Committee (disbanded Jan 31, 2025) .
- Independence: Board determined Mayer is independent under NYSE and SEC rules; 7 of 8 directors are independent .
- Attendance: In FY2025 (year ended Jan 31, 2025), the Board held six meetings; each incumbent director attended at least 75% of Board and applicable committee meetings. Committee meetings: Audit (5), Compensation (5), Nominating & Corporate Governance (2), Operating (3) .
- Chair duties include presiding over meetings and executive sessions, setting agendas, approving Board materials/schedules, liaising with CEO/stockholders, and leading CEO performance/succession discussions .
Fixed Compensation
| Item | FY2024 (ended 1/31/2024) | FY2025 (ended 1/31/2025) |
|---|---|---|
| Fees Earned or Paid in Cash | $118,000 | $123,627 |
Director cash retainer policy (FY2025 and updates):
- Board annual cash retainer increased from $40,000 to $45,000 effective April 2024; committee member retainers: Audit $12,500 (from $10,000), Compensation $10,000 (from $8,000), Nominating & Corporate Governance $5,000; Operating Committee $10,000; committee chair retainers: Audit $25,000, Compensation $20,000, Nominating & Corporate Governance $10,000. The additional $50,000 annual cash retainer for the Board Chair was removed effective April 15, 2025 .
- Prior-year framework similarly disclosed with fiscal 2024 committee retainers and $50,000 Chair cash retainer in effect before the 2025 removal .
Performance Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Stock Awards (RSUs), grant-date fair value | $308,031 | $300,678 |
Equity program terms for outside directors:
- Annual equity: RSUs valued at $200,000 vesting by the next annual meeting or 12 months, whichever earlier; non-executive Chair receives an additional $100,000 in RSUs on the same vesting schedule. Effective April 15, 2025, annual and initial RSU award values increased from $200,000 to $215,000; the additional $100,000 Chair RSU award remained in place .
- Initial equity for new directors: $200,000 RSUs vesting over three years plus a pro-rated “Additional Initial Equity Award” (time-based); both amounts increased to $215,000 effective April 15, 2025 .
- Change-in-control: Director RSUs accelerate in full upon a change in control .
- Awards are subject to the company’s clawback policy per equity plan terms .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | No Compensation Committee member (including Mayer) is/was a Box officer; no interlocking relationships with other companies’ boards/comp committees in the past year . |
| Director service limits | Policy includes a limitation on director service on other public boards (governance highlight) . |
Expertise & Qualifications
- Technology and enterprise leadership; prior CEO experience; scaled multi-billion-dollar enterprises; broad corporate governance experience across industries .
- Education: B.S. (Santa Clara), MBA (CSU–Monterey Bay), M.S. Cybersecurity (NYU) .
- Skill matrix highlights: Technology/Enterprise IT, Operations, Corporate Governance, Finance/Investment/Accounting, Cybersecurity (as presented in proxy summary skills legend) .
Equity Ownership
| Measure | As of May 15, 2024 | As of April 16, 2025 |
|---|---|---|
| Beneficial ownership (Class A common) | 63,491 shares | 58,731 shares |
| RSUs held (year-end disclosure) | 10,578 RSUs as of 1/31/2024 | 11,385 RSUs as of 1/31/2025 |
Additional alignment and trading policies:
- Stock ownership guideline for non-employee directors: 5x annual Board cash retainer; all non-employee directors met, exceeded, or were on track as of Apr 16, 2025 .
- Hedging/pledging prohibited for directors; Insider Trading Policy in effect; as of the 2025 proxy, Mayer had an active 10b5-1 trading plan (signal of structured trading discipline) .
Governance Assessment
-
Strengths:
- Independent Chair since 2021 with robust authority; separation of Chair/CEO enhances oversight .
- Compensation Committee Chair; committee fully independent; five meetings in FY2025, indicating engagement .
- Attendance threshold met; Board and committee cadence consistent with active oversight .
- Director pay mix equity-heavy (FY2025: $300,678 equity vs $123,627 cash), reinforcing shareholder alignment; non-exec Chair receives additional RSUs but Chair cash retainer eliminated in 2025, modestly improving optics on cash pay .
- Ownership guidelines at 5x retainer; compliance/on track as of April 2025 .
- Strong governance controls: clawback policy, anti-hedging/pledging, majority voting, proxy access .
-
Conflicts/Red Flags:
- Related-person transactions: Aside from disclosed KKR investment/board designation mechanics, Box reported no other related-person transactions since Feb 1, 2023; Audit Committee oversees related-party reviews (no Mayer-specific transactions disclosed) .
- Compensation Committee interlocks: none identified (reduces conflict risk) .
- Multiple external directorships present time-commitment considerations, but Box policy limits external public board service and directors met attendance expectations .
-
Investor sentiment signal:
- Say-on-pay (2024 annual meeting): 129.7M For vs 2.6M Against, indicating strong support; 2025 meeting results to be disclosed via 8‑K post‑meeting per proxy Q&A .
Director Compensation (Detail)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees | $118,000 | $123,627 |
| Stock Awards (RSUs) | $308,031 | $300,678 |
| Total | $426,031 | $424,305 |
Policy References (for context)
- Outside Director Compensation Policy: cash and equity structures; April 2024 cash increases; April 15, 2025 removal of Chair cash retainer and $215,000 equity value update .
- Equity Incentive Plan change-in-control and clawback coverage for awards .
- Related-party review policy: Audit Committee approval required for transactions >$120,000 .
No BOX disclosures indicate Bethany Mayer-specific related party transactions, pledging, or hedging; independence status affirmed by the Board .