Dana Evan
BOXAbout Dana Evan
Independent director at Box since December 2011; age 65 as of April 16, 2025. Former CFO of VeriSign (1996–2007), Venture Partner at Icon Ventures (2013–July 2020), and 2019 NACD “Director of the Year.” Education: B.S. in Commerce (Santa Clara University); Certified Public Accountant (inactive). She serves on the Audit Committee (audit committee financial expert), Compensation Committee, and chairs the Nominating and Corporate Governance Committee; current Class I term expires in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VeriSign, Inc. | Chief Financial Officer | 1996–2007 | Led finance, accounting, IR for internet infrastructure provider |
| Icon Ventures | Venture Partner | 2013–Jul 2020 | Investor/board director across internet/tech/media sectors |
| Farfetch Limited | Director | Apr 2015–Dec 2023 (acquired by Coupang) | Board service until acquisition |
| Momentive Global Inc. (SurveyMonkey) | Director | Mar 2012–May 2023 (acquired by STG) | Board service until acquisition |
| Domo, Inc. | Director | May 2018–Mar 2023 | Board service |
| Proofpoint, Inc. | Director | Jun 2008–Aug 2021 (acquired by Thoma Bravo) | Board service until acquisition |
| Criteo S.A. | Director | Mar 2013–Jun 2017 | Board service |
| Fusion‑io, Inc. | Director | Until Jul 2014 (acquired by SanDisk) | Board service until acquisition |
| Omniture, Inc. | Director | Until Oct 2009 (acquired by Adobe) | Board service until acquisition |
| Everyday Health, Inc. | Director | Until Dec 2016 (acquired by Ziff Davis) | Board service until acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nextdoor Holdings, Inc. | Director | Since Oct 2023 | Board service (committees not disclosed in Box proxy) |
Board Governance
- Independence: Determined independent under NYSE and SEC rules; committees composed solely of independent directors .
- Board leadership: Independent Chair (Bethany Mayer) presides over executive sessions and sets agendas; separation of Chair/CEO roles .
- Attendance: In FY2025, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 6 meetings .
- Committee workload (FY2025):
- Audit Committee: 5 meetings
- Compensation Committee: 5 meetings
- Nominating & Corporate Governance Committee: 2 meetings
Fixed Compensation
| Component | Policy Detail | FY2024 | FY2025 | Notes |
|---|---|---|---|---|
| Board annual cash retainer | Outside Director Compensation Policy | $40,000 | $45,000 (effective Apr 2024) | Applies to all outside directors |
| Committee member retainer – Audit | $10,000 | $12,500 | ||
| Committee chair retainer – Audit | $25,000 (revised Mar 22, 2023) | $25,000 | ||
| Committee member retainer – Compensation | $8,000 | $10,000 | ||
| Committee chair retainer – Compensation | $20,000 | $20,000 | ||
| Committee member retainer – Nominating & Governance | $5,000 | $5,000 | ||
| Committee chair retainer – Nominating & Governance | $10,000 | $10,000 | Evan chairs NCGC | |
| Board Chair additional cash retainer | $50,000 (paid to Chair) | Removed effective Apr 15, 2025 | Affects Chair, not Evan |
| Dana Evan – Cash and Stock Compensation | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 60,000 | 73,166 |
| Stock Awards ($) | 205,354 | 200,452 |
| Total ($) | 265,354 | 273,618 |
Performance Compensation
| Equity Award Type | Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (Outside Directors) | $200,000 (pre‑Apr 2025) | At annual meeting | Fully vests at earlier of 12 months or next annual meeting (service‑based) | Non‑executive Chair received additional $100,000 RSUs (not Evan) |
| Annual RSU grant (Outside Directors) | $215,000 (effective Apr 15, 2025) | At annual meeting | Same vesting as above | Value increased in 2025 |
| Initial RSU award (new directors) | $200,000 | Upon joining Board | Vests over 3 years (service‑based) | Additional prorated RSUs to align to next annual meeting vesting |
Director equity at Box is time‑based; no PSUs or performance metrics are used for outside director grants. Clawback applies to cash and equity; no dividends on unvested awards; repricing not permitted without stockholder approval .
Other Directorships & Interlocks
- Current public board: Nextdoor Holdings, Inc. (social networking platform). No Box‑disclosed related‑party transactions or interlocks tied to Evan noted in the proxy’s governance sections; conflicts of interest are overseen by the Nominating & Corporate Governance Committee, while related person transactions are overseen by the Audit Committee .
- Box governance highlights include limitations on director service on other public company boards .
Expertise & Qualifications
- Financial expert: Designated audit committee financial expert .
- Core skills: Operations, strategy, accounting, financial management, investor relations in public and private technology companies; extensive corporate governance experience and investor perspective .
- Recognition: 2019 NACD Director of the Year .
- Education: B.S. in Commerce (Santa Clara University); CPA (inactive) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | As of |
|---|---|---|---|
| Dana Evan | 155,395 | <1% | Apr 16, 2025 |
| Equity Detail (Dana Evan) | Count | As of |
|---|---|---|
| RSUs outstanding | 7,590 | Jan 31, 2025 |
| Stock options outstanding | 57,362 | Jan 31, 2025 |
- Ownership guidelines: Directors must hold company stock equal to 5x annual cash retainer; options and unearned PSUs excluded. As of April 16, 2025, all non‑employee directors met, exceeded, or were on track to meet guidelines .
Governance Assessment
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Strengths:
- Long tenure with deep finance/governance credentials; audit committee financial expert enhances oversight of internal controls, disclosures, and cybersecurity risk monitoring .
- Chairs the Nominating & Corporate Governance Committee responsible for board composition, annual evaluations, ESG oversight, and conflicts review—key for board effectiveness and refreshment .
- Independent status, robust governance policies (proxy access, majority voting with resignation policy, hedging prohibition, clawbacks, limits on other boards) support investor alignment .
- Active committee participation; Board and committees met regularly in FY2025 (Board 6; Audit 5; Compensation 5; NCGC 2) .
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Shareholder voting signals:
- 2024 director election: Evan received 94,632,253 For vs 37,695,694 Against (91,407 abstain; 6,644,064 broker non‑votes), materially lower “For” votes than other Class I nominees (Levie and Walia) that exceeded 126M–128M For votes. This differential may reflect shareholder sentiment and is worth monitoring for engagement implications .
- Say‑on‑pay approvals strong: 2024 For 129,702,564 vs 2,584,970 Against ; 2025 For 125,130,955 vs 2,935,105 Against .
- 2025: Equity plan increases approved; ESPP amendment approved; officer exculpation charter amendment approved; broad support indicates confidence in governance and compensation structures .
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RED FLAGS / Watch items:
- Director election support gap in 2024 relative to peers (lower “For” votes) warrants continued investor outreach and assessment of any concerns (e.g., tenure, committee roles, or external commitments) .
- Box’s compensation policy shifts (director equity value increase in 2025) should be balanced with dilution management; Board notes repurchases and burn‑rate monitoring, but investors may scrutinize overall equity usage and director pay levels .
-
Alignment & incentives:
- Cash/equity mix aligns director incentives toward long‑term stock ownership; guideline compliance/on‑track status and restrictions (no dividends on unvested awards; clawbacks) enhance alignment .
- Hedging prohibited for directors; outside director award limits ($1M cap annually) reduce risk of excessive director equity compensation .
Overall, Evan brings strong financial oversight and governance leadership (audit expert; NCGC chair), with generally supportive shareholder votes on governance items and pay. The 2024 election vote dispersion merits attention but does not currently indicate systemic confidence issues given high say‑on‑pay and plan approvals .