Jack Lazar
BOXAbout Jack Lazar
Independent director since March 2020; age 59 as of April 16, 2025; Class III director with current term expiring in 2026. Audit Committee Chair and audit committee financial expert; certified public accountant (inactive); B.S. in Commerce (Accounting) from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoPro, Inc. | Chief Financial Officer | 2014–2016 | Led finance at consumer hardware company; operational and financial expertise |
| Qualcomm Atheros, Inc. | SVP, Corporate Development & GM | 2011–2013 | Corporate development leadership; GM experience in communications semiconductors |
| Independent Consultant | Business Consultant | Since March 2016 | Ongoing advisory experience |
External Roles
| Organization | Role | Since | Status/Notes |
|---|---|---|---|
| Astera Labs, Inc. | Director | December 2022 | Semiconductor solutions for cloud/AI infrastructure |
| GlobalFoundries Inc. | Director | October 2021 | Semiconductor manufacturing and design |
| Resideo Technologies Inc. | Director | September 2018 | Comfort and security solutions |
| ThredUP Inc. | Director | June 2017 | Online marketplace; announced intent to resign effective May 21, 2025 |
| Prior Boards | TubeMogul (sold to Adobe Dec 2016); Quantenna (sold to ON Semi Jun 2019); Mellanox (sold to NVIDIA Apr 2020); Casper Sleep (sold Jan 2022); Silicon Labs (Apr 2013–Apr 2022) | Various | Transaction/M&A experience across prior boards |
Board Governance
- Independence: Independent director; 7 of 8 directors are independent .
- Committee assignments: Audit Committee (Chair); prior Operating Committee member (committee disbanded effective Jan 31, 2025) .
- Financial expertise: Audit committee financial expert (Item 407(d)) .
- Attendance: Board held six meetings in FY ended Jan 31, 2025; each incumbent director attended at least 75% of Board and applicable committee meetings; seven directors attended the 2024 annual meeting .
- Audit Committee activity: Five meetings in FY ended Jan 31, 2025; Audit Committee report signed by Lazar (Chair) with Dana Evan and Steve Murphy .
| Committee | Role | FY2025 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 5 | Auditor selection/oversight; financial statements; controls; complaint procedures; review/approve related person transactions |
| Operating Committee | Member | 3 | CEO/CFO engagement on growth/margins; disbanded Dec 2024 effective Jan 31, 2025; topics now moved to Audit Committee and Board |
Fixed Compensation
| Metric | FY 2025 | Notes |
|---|---|---|
| Cash fees ($) | 78,627 | Reflects Board/committee retainers and mid-year retainer changes/proration |
| Annual Board retainer ($) | 45,000 (effective April 2024) | Increased from $40,000; Chair cash retainer removed Apr 15, 2025 |
| Audit Committee member retainer ($) | 12,500 (effective April 2024) | Increased from $10,000 |
| Audit Committee chair retainer ($) | 25,000 (FY 2025) | Chair fee level |
| Operating Committee member retainer ($) | 10,000 (FY 2025 until disbanded) | Committee disbanded effective Jan 31, 2025 |
Performance Compensation
| Component | FY 2025 | Vesting / Metrics |
|---|---|---|
| Stock awards grant-date fair value ($) | 200,452 | RSUs valued per FASB ASC 718 using closing price × shares |
| RSUs held (as of Jan 31, 2025) | 7,590 | Annual RSU awards vest over 12 months; initial RSU awards vest over 3 years |
| Policy change (effective Apr 15, 2025) | Annual/Initial RSU award value increased to $215,000 | Non-executive Chair extra RSUs eliminated; Board Chair cash retainer removed |
| Change-in-control treatment | Full acceleration of outside director equity awards | No performance-based metrics for director RSUs (time-based only) |
Outside Director Award cap: non-employee director compensation capped at $1,000,000 per fiscal year; $2,000,000 in the fiscal year of joining the Board .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| GlobalFoundries, Astera Labs, Resideo, ThredUP | No disclosed related-party transactions with Box | Box’s Audit Committee reviews/approves related person transactions; none disclosed since Feb 1, 2023 other than KKR arrangements unrelated to Lazar . |
Expertise & Qualifications
- CPA (inactive); financial, investment, and accounting expertise; designated audit committee financial expert .
- Technology and operations experience spanning semiconductors, enterprise IT, and consumer tech; M&A track record .
Equity Ownership
| As-of Date | Shares Held | Options Exercisable (≤60 days) | RSUs (Unvested) | % of Class A Outstanding |
|---|---|---|---|---|
| April 16, 2025 (beneficial ownership) | 19,107 | 31,666 | — | <1% (“*” per table) |
| January 31, 2025 (award holdings) | — | — | 7,590 | — |
- Applicable percentage based on 145,429,209 Class A shares outstanding as of April 16, 2025 .
- Director stock ownership guidelines: 5× annual cash retainer; directors met/exceeded or were on track as of April 16, 2025 .
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation; active committee engagement (Audit Chair, Operating Committee member); strong finance/M&A background; compliance with stock ownership guidelines (Board-level affirmation) .
- Compensation alignment: Mix of cash retainers and time-based RSUs; equity vests time-based and accelerates on change-in-control; award caps and no repricing provisions limit pay risk .
- Attendance: Met minimum 75% threshold; Board and Audit Committee meeting cadence indicates active oversight .
- Conflicts/related parties: No related person transactions involving Lazar disclosed; Audit Committee oversees related-party transaction policy and approvals .
- Monitoring flags: Multiple concurrent public boards (Astera Labs, GlobalFoundries, Resideo, ThredUP until resignation) imply time-commitment considerations; NCGC explicitly evaluates time commitments and potential conflicts for director nominees .