Olivia Nottebohm
BOXAbout Olivia Nottebohm
Olivia Nottebohm is Box’s Chief Operating Officer, serving since November 6, 2023. She was previously Chief Revenue Officer and Advisor to the CEO at Notion Labs (June 2021–November 2022), Chief Operating Officer at Dropbox (February 2020–February 2021), and held senior go‑to‑market roles at Google (2014–2020); she is age 47 and holds a BA in Economics from Harvard and an MBA from Stanford GSB . Under her tenure, Box disclosed strong pay‑for‑performance alignment: FY2025 PSUs for NEOs were tied to revenue and non‑GAAP operating income and paid above target based on results; Box also reaffirmed clawback provisions and prohibitions on hedging/pledging . Revenues increased from FY2024 to FY2025, while EBITDA remained roughly stable (see table below; S&P Global disclaimer for EBITDA).
Box financials during Nottebohm’s tenure
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($USD) | $1,037.741 million | $1,090.130 million |
| EBITDA ($USD) | $86.306 million* | $84.637 million* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Tenure | Strategic Impact |
|---|---|---|---|
| Notion Labs | Chief Revenue Officer and Advisor to the CEO | Jun 2021 – Nov 2022 | Led revenue and GTM advisory for productivity platform |
| Dropbox | Chief Operating Officer | Feb 2020 – Feb 2021 | Operational leadership; separation agreement later disclosed (acceleration and transition payment) |
| Google (Google Cloud; Google Ads) | VP SMB Sales & GTM Operations (Cloud); Senior Director, Americas Product & Sales Ops (Ads) | 2014 – 2020 | Ran SMB sales, GTM operations; led Americas product & sales operations |
| McKinsey & Company | Partner | ~10+ years (prior to 2014) | Focused on technology, sales strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AppFolio (APPF) | Director (Class II) | Since Mar 2023 | Listed director; Form 3 filed, beneficial ownership initially none; later small holdings as director |
| Lightmatter (private) | Director | As disclosed by AppFolio | Listed in APPF proxy director biography |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Non-Equity Incentive Paid ($) |
|---|---|---|---|---|
| 2025 | 360,000 | 55% (Leadership Bonus Plan) | 100,000 (second installment of sign‑on) | 204,562 |
| 2024 | 85,909 | 55% (prorated) | 100,000 (first installment of sign‑on) | 24,974 |
Notes:
- Box paid a $200,000 sign‑on bonus in two equal installments during FY2024 and FY2025 .
- Box’s executive bonus plan payouts are reported under “Non‑Equity Incentive Plan Compensation” .
Performance Compensation
Equity grant structure and vesting
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|---|
| New‑hire RSUs | 12/13/2023 | 450,000 | Included in FY2024 “Stock Awards” $11,178,000 | 25% on first anniversary of vesting commencement date; then 1/16 quarterly (Mar 20, Jun 20, Sep 20, Dec 20), subject to continued service |
| Merit RSUs (FY2025) | 04/03/2024 | 75,000 | 2,086,500 | 1/16 on 6/20/2025; then 1/16 quarterly, subject to continued service |
| Merit PSUs (FY2025 target) | 04/03/2024 | 75,000 (at target) | 2,086,500 | Performance earned on FY2025 metrics; 1/3 vested 04/02/2025; remainder annually on 04/02/2026 and 04/02/2027, subject to continued service |
FY2025 PSU metrics and outcomes (for NEOs)
| Metric | Weighting | Target | Result | Payout |
|---|---|---|---|---|
| Revenue | 50% | $1,082.50 million | $1,090.13 million | 103.52% |
| Non‑GAAP Operating Income | 50% | $292.28 million | $303.65 million | 109.73% |
| Total | 100% | — | — | 106.63% |
Program design notes:
- NEO equity grants have been at least 50% performance‑based since FY2023; CEO’s grant is entirely performance‑based; Box maintains clawback for cash and equity awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 76,798 Box Class A shares as of April 16, 2025 (less than 1%) |
| RSUs (not vested) | 337,500 from 12/13/2023 grant; 60,938 from 04/03/2024 grant |
| PSUs (unearned/eligible to vest) | 75,000 awarded 04/03/2024 (earned at 106.63% and time‑vesting thereafter) |
| Options | None outstanding for Nottebohm at FY2025 year‑end |
| Stock ownership guidelines | Box has increased stock ownership and retention guidelines for CEO and NEOs; directors must hold 5x annual cash retainer and are meeting/on track per timelines |
| Hedging/pledging | Policy prohibits hedging and pledging of company stock by directors and officers |
| 10b5‑1 plans | Box maintains an insider trading policy and permits 10b5‑1 plans; plan guidelines and blackout periods apply |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment start date | November 6, 2023 |
| Contract term | At‑will employment; separate Change in Control and Severance Agreement with initial 2‑year term and automatic 1‑year renewals unless non‑renewed 90 days in advance |
| Non‑compete | Not disclosed; Box’s ECIIAA covers confidentiality and IP assignment |
| Non‑solicit | Non‑solicitation of employees during employment; extends 12 months post‑employment for employees working outside California |
| Change‑in‑control (CIC) economics | If terminated without cause or resign for Good Reason during CIC period (3 months before to 12 months after CIC): lump sum salary (12 months), target bonus (100%), 12 months COBRA, and 100% acceleration of unvested equity (performance awards at target) |
| Severance (non‑CIC) | If terminated without cause outside CIC: 6 months salary continuation and up to 6 months COBRA reimbursement |
| 280G cutback | Benefits reduced if needed to avoid excise tax under Section 4999; no tax gross‑ups |
| Arbitration | Employment disputes subject to binding arbitration (JAMS Employment Arbitration Rules) in Santa Clara County, CA |
Estimated payments upon termination (FY2025)
| Scenario | Salary ($) | Bonus ($) | Stock Awards ($) | Health Coverage ($) | Total ($) |
|---|---|---|---|---|---|
| CIC (termination without cause/Good Reason) | 360,000 | 198,000 | 15,808,095 | — | 16,366,095 |
| Non‑CIC (termination without cause) | 180,000 | — | — | — | 180,000 |
Notes:
- COBRA reimbursement estimated for some executives; Ms. Nottebohm does not participate in Box health coverage .
- CIC acceleration includes 100% of unvested RSUs/PSUs at target .
Investment Implications
- Pay‑for‑performance alignment: NEO equity mix is at least 50% performance‑based, and FY2025 PSUs paid above target on revenue and non‑GAAP operating income, signaling tight linkage to operational results . The company maintains clawbacks on cash and equity awards and prohibits hedging/pledging, improving alignment and governance quality .
- Retention and selling pressure: New‑hire RSUs (450,000) vest 25% at the one‑year mark and then quarterly, with additional FY2025 RSUs/PSUs; this staggered schedule promotes retention. Insider selling pressure is mitigated by insider trading policy, blackout windows, and optional 10b5‑1 plans .
- Change‑in‑control protections: Double‑trigger acceleration (CIC plus qualifying termination) and cash severance provide continuity incentives without single‑trigger windfalls; 280G cutback and no tax gross‑ups further reduce shareholder‑unfriendly outcomes .
- Shareholder sentiment: Box’s say‑on‑pay support was ~98% in 2023 and 2024, indicating broad investor acceptance of compensation practices .
Overall, Nottebohm’s package features competitive fixed pay, significant performance‑based equity, and governance safeguards (clawbacks, anti‑hedging/pledging, 280G cutback). PSU results tied to revenue and non‑GAAP operating income suggest clear levers for value creation; retention risk appears contained by multi‑year vesting and double‑trigger CIC design.
Appendix: Summary Compensation (selected items for Olivia Nottebohm)
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 85,909 | 360,000 |
| Bonus ($) | 100,000 (sign‑on installment) | 100,000 (sign‑on installment) |
| Stock Awards ($) | 11,178,000 | 4,173,000 |
| Non‑Equity Incentive Plan Compensation ($) | 24,974 | 204,562 |
| All Other Compensation ($) | 83 | 705 |
| Total Compensation ($) | 11,388,966 | 4,838,267 |