Sue Barsamian
BOXAbout Sue Barsamian
Independent director of Box since May 2018 (age 65). Former Chief Sales & Marketing Officer for HPE Software and General Manager of Enterprise Cybersecurity Products at Hewlett Packard; holds a B.S. (honors) in electrical engineering from Kansas State University and completed post‑graduate studies at ETH Zurich. Currently serves on Box’s Compensation Committee; previously chaired the Board’s Operating Committee until it was disbanded effective January 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise (HPE) | Chief Sales & Marketing Officer, HPE Software | 2016–2017 | Led global go‑to‑market for enterprise software |
| Hewlett Packard Enterprise (HPE) | GM, Enterprise Cybersecurity Products | 2015–2016 | Oversaw enterprise cybersecurity portfolio |
| Hewlett Packard/HP | Various executive roles | 2006–2015 | Enterprise IT and operations leadership |
| National Action Council for Minorities in Engineering (NACME) | Director; Chair of the Board | Director: 2012–2017; Chair: 2016–2017 | Diversity & engineering pipeline leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five9, Inc. | Director | Since Jan 2021 | Cloud contact center software |
| Gen Digital Inc. (formerly NortonLifeLock) | Director | Since Jan 2019 | Consumer cyber safety |
| Kansas State University Foundation | Director | Not specified | Non‑profit governance |
Board Governance
- Independence: Board determined Barsamian is independent under NYSE and SEC standards .
- Committee assignments (FY2025): Compensation Committee member (chair: Bethany Mayer); Audit Committee (Lazar chair) and NCGC (Evan chair) do not include Barsamian; Operating Committee (Barsamian chair) disbanded effective Jan 31, 2025 .
- Attendance: Board held six meetings and each incumbent director attended at least 75% of Board and applicable committee meetings; Compensation Committee held five meetings in FY2025 .
- Leadership/structure: Independent Board Chair with defined duties; executive sessions led by the Chair as part of responsibilities .
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to 5x the annual cash retainer; as of April 16, 2025, all non‑employee directors met, exceeded, or were on track to meet .
Fixed Compensation
| Component | FY2025 Policy Detail | Amounts/Fees | Vesting/Terms |
|---|---|---|---|
| Board annual cash retainer | Increased from $40,000 to $45,000 effective April 2024 | $45,000 | Cash |
| Compensation Committee member retainer | Increased from $8,000 to $10,000 effective April 2024 | $10,000 | Cash |
| Compensation Committee chair retainer | $20,000 | N/A for Barsamian (not chair) | Cash |
| Operating Committee member/chair | Member: $10,000; Chair: $20,000; Committee disbanded Jan 31, 2025 | Applicable pro‑rata before disbandment | Cash |
| Annual director RSU grant | $200,000 value; increased to $215,000 effective April 15, 2025 | RSUs sized by 30‑day avg price; 12‑month vest | Time‑based; accelerates on change‑in‑control for outside directors |
| Director | FY2025 Cash Fees ($) | FY2025 Stock Awards ($) | FY2025 Total ($) |
|---|---|---|---|
| Sue Barsamian | 73,627 | 200,452 | 274,079 |
Performance Compensation
- Director equity is time‑based RSUs; Box does not use performance metrics (e.g., revenue/TSR goals) for outside director equity grants. RSUs vest over 12 months (annual grants) or 3 years (initial grants), and fully accelerate upon a change‑in‑control for outside directors; no dividends on unvested awards .
| Item | Design | Detail |
|---|---|---|
| Director equity type | RSUs | Annual value $200k increased to $215k effective Apr 15, 2025; 12‑month vest |
| Change‑in‑control | Acceleration | Outside director RSUs accelerate in full upon CoC |
| Dividends on unvested | Prohibited | No dividends/distributions on unvested awards |
| Annual limits | Governance cap | Non‑employee director comp capped by plan (up to $1M stock/cash per FY; $2M in year of joining) |
Other Directorships & Interlocks
| Company | Relationship to Box | Potential Interlock/Conflict |
|---|---|---|
| Five9, Inc. | No related‑party transactions disclosed | None reported in Related Person Transactions section |
| Gen Digital Inc. | No related‑party transactions disclosed | None reported in Related Person Transactions section |
Related party transactions: Box’s disclosed related‑party items center on the 2021 KKR Series A preferred investment and board designee; no transactions involving Barsamian are reported for the period .
Expertise & Qualifications
- Enterprise software sales and global go‑to‑market leadership; cybersecurity product leadership; extensive cloud/computer/cybersecurity board service .
- Education: B.S. (honors) electrical engineering, Kansas State University; post‑graduate studies at ETH Zurich .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 75,923 shares; <1% | Consists of 47,197 shares held and 28,726 options exercisable within 60 days (13) |
| RSUs held (as of Jan 31, 2025) | 7,590 units | Director RSUs outstanding |
| Options held (as of Jan 31, 2025) | 28,726 options | Exercisable within 60 days (13) |
| Ownership guideline status | Meets/on track | All non‑employee directors met or were on track as of Apr 16, 2025 |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, short sales, pledging, margin accounts |
Governance Assessment
- Board effectiveness: Barsamian adds deep enterprise GTM and cybersecurity expertise; active governance engagement via Compensation Committee; prior Operating Committee chair role focused on growth and margin improvements until sunset in FY2025 .
- Independence and attendance: Independent; met the company’s attendance expectations; Compensation Committee (independent) met five times; Board met six times .
- Alignment and incentives: Director pay tilted to equity via RSUs; ownership guidelines at 5x cash retainer; no dividends on unvested awards; plan prohibits repricing/exchange without shareholder approval; director comp caps in plan; robust clawback for executives and strict insider trading prohibitions mitigate misalignment risks .
- Compensation committee quality: Composed solely of independent directors (Mayer chair, Barsamian, Evan); retained independent consultant (Compensia); no interlocks reported .
- RED FLAGS: None observed specific to Barsamian. No related‑party transactions, no pledging/hedging, and strong independence standards. Note KKR’s board designee (Steve Murphy) as a broader governance consideration, not linked to Barsamian .