Dan Levin
BOXAbout Dan Levin
Dan Levin, age 61, is an independent director of Box, serving since January 2010 and standing for re‑election as a Class II director to a term ending in 2028; he served previously as Box’s President & Chief Operating Officer (2010–2017) and is currently a member of the Nominating & Corporate Governance Committee . He holds a B.A. from Princeton University and brings deep operations experience from Intuit, Picateers, and Degreed (CEO, 2021–2022) . Box’s Board has affirmatively determined his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Box, Inc. | President & Chief Operating Officer | 2013–Aug 2017 (COO since 2010) | Led operations during scale‑up; executive experience cited in director selection . |
| Degreed, Inc. | Chief Executive Officer | Apr 2021–Jun 2022 | CEO leadership in edtech; external operator perspective . |
| Intuit Inc. | SVP & GM, QuickBooks; VP & GM, Healthcare | Prior to 2008 | Enterprise software and go‑to‑market leadership . |
| Picateers Inc. | Interim Chief Executive Officer | 2008–2009 | Turnaround/executive stewardship . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed (public company boards) | — | No current public company directorships listed in Box’s proxy biography . |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; committee chaired by Dana Evan; other member Amit Walia .
- Independence: Board determined Levin is independent under SEC/NYSE standards .
- Attendance: In FY2025, the Board held six meetings; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Term/tenure: Director since 2010; Class II term expiring 2025, nominated for term expiring 2028 .
- Board leadership: Independent Chair (Bethany Mayer) with defined duties; separation of Chair/CEO roles .
Fixed Compensation
Director cash fees and equity values (grant-date fair value):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid In Cash ($) | $45,000 | $48,996 |
| Stock Awards ($) | $205,354 | $200,452 |
| Total ($) | $250,354 | $249,448 |
Policy context:
- Board retainer increased from $40,000 to $45,000 effective April 2024; committee member fees raised (Audit: $12,500; Compensation: $10,000; Operating: $10,000); NCGC member retainer remained $5,000 .
- Additional $50,000 cash retainer for the Board Chair removed effective April 15, 2025 (not applicable to Levin) .
Performance Compensation
Award type and vesting mechanics for outside directors:
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual Equity Award (RSUs) | $200,000 value; vests fully by 12 months or next annual meeting | $200,000 value; vests fully by 12 months or next annual meeting; policy increased future annual RSU grant to $215,000 effective Apr 15, 2025 |
| Initial Equity Award (RSUs for new directors) | $200,000; vests over 3 years; prorated “Additional Initial Equity Award” tied to time since last annual meeting | $215,000 initial and “Additional” award values post‑Apr 15, 2025 |
| Change‑in‑control treatment | Director RSUs accelerate in full upon change in control | Director RSUs accelerate in full upon change in control |
Notes:
- Outside director awards are time‑based RSUs; no performance metrics are tied to director compensation; dividends not paid on unvested awards under the Restated Plan .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | None disclosed | No public company board interlocks listed for Levin in the proxy . |
Expertise & Qualifications
- Extensive operations leadership in enterprise software and go‑to‑market; prior executive roles at Box and Intuit .
- Education: B.A., Princeton University (Applications of Computer Graphics to Statistical Data Analysis) .
- Board skills matrix indicates technology/enterprise IT, operations, product/go‑to‑market as relevant skills categories for directors .
Equity Ownership
| Holding (as of Jan 31, 2025) | Quantity |
|---|---|
| RSUs | 7,590 |
| Stock options outstanding | 110,631 |
| Of which options granted during officer service | 99,999 |
Ownership alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; as of April 16, 2025, all non‑employee directors met, exceeded, or were on track to meet guidelines within required timeframes .
- Policy prohibiting hedging of company stock by directors and officers .
Governance Assessment
- Committee effectiveness: Levin serves on Nominating & Corporate Governance, directly involved in board composition, governance guidelines, conflicts reviews (other than related‑person transactions handled by Audit Committee) and ESG oversight; this supports board refreshment and governance rigor .
- Independence and attendance: Independence affirmed; FY2025 attendance threshold met; stable engagement with six Board meetings and active committees (NCGC held two meetings) .
- Compensation alignment: Modest cash fees and time‑based RSUs with conservative plan features (no dividends on unvested awards, no tax gross‑ups, clawbacks); director grants accelerate on change in control, a standard market term; annual grant value increased to $215,000 in 2025, maintaining peer alignment .
- Potential conflicts: Prior Box executive service (COO/President through 2017) could present perceived familiarity risk; however, the Board’s annual independence review affirmed no material relationship and independence under NYSE/SEC standards .
- Red flags: None disclosed specific to Levin (no pledging, hedging prohibited; related‑party transactions are overseen by Audit Committee; independence affirmed) .
Implication: Levin’s long operating background and governance committee role enhance board oversight of nominations and ESG; independence and attendance mitigate concerns from prior executive tenure, while director compensation remains standard with strengthened plan governance features .