Steve Murphy

About Steve Murphy

Steve Murphy (age 56) has served as an independent director of Box since May 2024; he is a member of the Audit Committee. He is Chief Executive Officer and a director of Epicor Software Corporation, and holds an MBA from Harvard Business School and a BS in Mechanical Engineering from UC Davis. Box’s Board formally determined Murphy to be independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit chaired by Jack Lazar; other members include Dana Evan. Audit met five times in fiscal year ended Jan 31, 2025 .
• Independence: Board determined Murphy is independent; seven of eight directors are independent .
• Attendance: In FY2025, the Board held six meetings and each incumbent director attended at least 75% of Board and applicable committee meetings; Audit held five meetings .
• Board leadership and process: Independent Chair (Bethany Mayer) with defined duties; separation of Chair/CEO; annual evaluations; majority voting with resignation policy; proxy access; stock ownership guidelines .
• Insider trading/hedging: Company policy prohibits hedging, short sales, pledging, and margin accounts for directors/officers; as of the proxy date, active 10b5-1 plans were disclosed for Mayer, Nottebohm, Levie, Smith (not Murphy) .

Fixed Compensation

Performance Compensation

• FY2025 actual stock awards (grant-date fair value): $425,425 for Murphy; total director compensation $466,429 including cash .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology enterprise leadership (software CEO; prior OpenText, Oracle, Sun) .
• Go-to-market and services P&L ownership (Oracle North America Services) .
• Operations and supply chain/ERP implementation expertise (Accenture, P&G) .
• Education: MBA (Harvard), BS Mechanical Engineering (UC Davis) .

Equity Ownership

• Stock ownership guidelines: non-employee directors required to hold stock worth 5× annual cash retainer; all non-employee directors met, exceeded, or were on track as of April 16, 2025 .
• Hedging/pledging: prohibited by Insider Trading Policy .

Governance Assessment

• Strengths

  • Independence affirmed; Audit Committee membership adds financial oversight capacity .
  • Solid attendance culture (≥75% threshold met by all incumbents) and formal governance practices (independent Chair, majority voting, proxy access, ownership guidelines, clawback) .
  • No related-party transactions involving Murphy beyond KKR’s investment framework; Audit Committee reviews related person transactions .

• Potential Risks / RED FLAGS

  • KKR-designated appointment creates a perceived alignment with a preferred stockholder with board nomination rights; continued independence monitoring is warranted, especially given Audit Committee membership .
  • Low direct beneficial ownership (<1%) may signal limited “skin in the game,” though RSU holdings and ownership guidelines mitigate this concern .
  • Equity compensation is largely time-based RSUs for directors; absence of performance conditions on director equity means board pay is not explicitly tied to Box KPIs (common in market but reduces pay-for-performance linkage) .

• Signals

  • Removal of additional Chair cash retainer in April 2025 suggests tightening of director cash compensation and improved alignment .
  • Strong say-on-pay support indicates investor confidence in compensation governance broadly (93% in 2023; 98% in 2024) .

Director Compensation (Detail)

• RSU valuation methodology: grant-date fair value under ASC 718 (closing stock price × shares) .
• Determination of RSU share counts: award value divided by 30-trading-day average closing price prior to grant; rounded down to whole share .

Related Party Transactions (Conflict Review)

• KKR Investment Agreement (2021): 500,000 Series A Convertible Preferred; KKR retains director designation rights while holding ≥50% of initial shares; in May 2024, KKR designee John Park resigned and Murphy (designated by KKR) was appointed to the Board .
• Other transactions: No transactions >$120,000 involving directors/executives/family members since Feb 1, 2023, other than those noted; Audit Committee reviews and approves related person transactions .

Say-On-Pay & Shareholder Feedback

• Say-on-pay approval: 93% (2023) and 98% (2024) support from stockholders .
• Ongoing stockholder engagement through Investor Day, meetings, and disclosures .

Committee Composition Notes

• Audit: Lazar (Chair), Evan, Murphy; 5 meetings in FY2025; Audit Committee report submitted to Board .
• Compensation: Mayer (Chair), Barsamian, Evan; 5 meetings in FY2025 .
• Nominating & Corporate Governance: Evan (Chair), Levin, Walia; 2 meetings in FY2025 .

Overall, Murphy brings deep enterprise software leadership and sales/operations expertise to Box’s Board, with independent status and Audit Committee involvement. The primary governance consideration is his KKR-designated appointment, which merits continued oversight to ensure independence and avoidance of conflicts, particularly around any matters involving preferred stockholder interests. Ownership alignment is developing via RSUs and adherence to stock ownership guidelines; hedging/pledging is prohibited, supporting alignment .