Kira Makagon
CALIXAbout Kira Makagon
Independent director at Calix since 2017; age 61. She serves on the Cybersecurity and Talent & Compensation Committees, and is deemed independent under NYSE rules. Makagon holds a BS in Computer Science and an MBA from UC Berkeley; since February 2025 she has been President and Chief Operating Officer at RingCentral, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RingCentral, Inc. | President & COO | Feb 2025–present | Executive leadership of cloud communications operations |
| RingCentral, Inc. | EVP & Chief Innovation Officer | Jul 2019–Feb 2025 | Led product/platform innovation |
| RingCentral, Inc. | EVP, Innovation | Aug 2012–Jul 2019 | Drove innovation strategy |
| iCrossing (Hearst) | SVP, Products | Jan 2012–Jul 2012 | Product leadership |
| Red Aril, Inc. | Founder, CEO; later President | Jun 2009–Dec 2011 | Built online media tech; CEO Jun 2009–Apr 2010; President Apr 2010–Dec 2011 |
| NebuAd, Inc. | Co‑founder & President; CEO; Consultant/Board | Sep 2006–May 2009 | Data/media leadership; President Sep 2006–Jul 2008; CEO Aug–Dec 2008; Consultant/Board Jan–May 2009 |
| Exigen Group | President, Ventures & Alliances; EVP, Marketing & BD; Director | Various | SaaS workflow and call center solutions |
| Octane Software (acq. by E.piphany) | Co‑founder/Exec | 1990s–2000s | Brought CRM products to market |
| Scopus Technology | Executive | 1990s | Multiple generations of CRM products |
External Roles
| Organization | Role | Public Company Board? | Committee Roles |
|---|---|---|---|
| RingCentral, Inc. | President & COO | None (executive role; no outside directorships disclosed) | N/A |
Board Governance
- Committee assignments: Talent & Compensation (member); Cybersecurity (member). Chairs: Talent & Compensation—Christopher Bowick; Cybersecurity—Kevin Peters .
- Independence: Board determined Makagon is independent under NYSE/SEC rules .
- Attendance & engagement: Board met six times in 2024; each member attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting. Board held four executive sessions without management .
- Lead Independent Director: Kevin Peters (since Aug 2024); presides over independent director sessions .
- Committee activity: Talent & Compensation met six times; Cybersecurity met four times in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Board Retainer | $50,000 | Paid quarterly; no per‑meeting fees |
| Talent & Compensation Committee (member) | $10,000 | Non‑chair committee retainer |
| Cybersecurity Committee (member) | $5,000 | Non‑chair committee retainer |
| Total Cash Fees Earned (2024) | $65,000 | As reported in Director Compensation table |
| Policy changes effective Apr 1, 2025 | Base retainer increases to $60,000; certain chair/member retainers adjusted (e.g., Lead Independent Director to $35,000; Nominating chair to $12,000; Nominating member to $5,500) | Adopted by Board in March 2025 |
Performance Compensation
| Equity Component | 2024 | 2025 Policy |
|---|---|---|
| Annual Director Equity | Stock options; grant date fair value $182,754 | Switch to Restricted Stock Awards (RSAs) valued at $200,000 per grant; initial and annual RSAs time‑vest over ~1 year or until next AGM |
| Vesting | Options vest 100% at ~1 year or immediately prior to next AGM; change‑in‑control accelerates director options | RSAs vest 100% at ~1 year or immediately prior to next AGM |
| Annual Director Equity Limit | $750,000 cap under 2019 Plan | Proposed increase to $1,500,000 if Plan amendment approved (Proposal 2) |
Performance metrics applicable to director equity: None. Director awards are time‑based and not tied to financial/TSR metrics .
Context – company performance metrics used for NEO equity in 2024 (directors are not subject to these):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Non‑GAAP Operating Income (Plan #1) | $65.68M (80%) | $82.10M (100%) | $98.52M (120%) |
| Bookings (Plan #1 & #2) | 80% threshold (Plan #1); 90% threshold (Plan #2) | 100% target | 120% maximum (Plan #1 metric) |
| 2024 Outcome (Certification Jan 2025) | Plan #1 earned 47.9% of target; Plan #2 earned 91.8%; combined 58.9% of target PSOs for NEOs |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | N/A | No public company directorships disclosed for Makagon; Talent & Compensation Committee reports no interlocks/insider participation in 2024 |
Expertise & Qualifications
- Deep platform technology, cybersecurity, privacy, and high‑technology operating leadership; multiple founder/executive roles in CRM/data platforms (Octane Software, Scopus Technology, NebuAd, Red Aril) .
- Executive experience leading innovation and operations at a large, publicly‑held SaaS communications provider (RingCentral) .
- Education: BS Computer Science; MBA (UC Berkeley) .
Equity Ownership
| As of March 11, 2025 | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common stock owned | 34,275 | <1% | Direct/indirect holdings per proxy |
| Options exercisable within 60 days | 39,478 | — | Counted in beneficial ownership; director total options outstanding shown separately below |
| Total beneficial ownership | 73,753 | <1% | SEC beneficial ownership methodology |
| Director stock ownership guidelines | 4× annual cash retainer; all directors currently in compliance | — | Shares from annual equity grants are retained until guidelines met |
| Outstanding director options (12/31/2024) | 39,478 | — | No RSAs outstanding for directors at 12/31/2024; RSAs begin post‑2025 AGM per policy change |
| Hedging/Pledging | Hedging prohibited; director pledging allowed only with pre‑approval per guidelines | — | Insider trading and pledging policies |
Governance Assessment
-
Strengths
- Independent director with relevant technology and cybersecurity expertise; sits on Cybersecurity and Talent & Compensation committees (alignment with skills) .
- Strong engagement: Board/committee attendance ≥75%; Board held four executive sessions; directors attended 2024 annual meeting .
- No related‑party transactions involving Makagon; Board annually evaluates independence and related relationships .
- Shareholder‑friendly plan features: no award repricing without shareholder approval; minimum vesting; dividends only on vested shares .
-
Watch items / potential investor confidence risks
- Dual responsibilities as President & COO of RingCentral may raise time‑commitment questions; no disclosed Calix‑RingCentral transactions, but monitor for potential vendor/customer ties; none reported for 2024 .
- Director equity limit proposal to increase to $1.5M could enable larger grants over time; assess actual grant levels if approved (Proposal 2) .
- Director pledging is permitted with pre‑approval; while controlled, pledging is generally viewed as a governance red flag if used—monitor disclosures for any pledges .
Overall: Makagon’s independence, relevant operating/cyber expertise, and committee service support board effectiveness. Compensation appears conventional for Calix (cash + annual equity), with a 2025 shift to RSAs; no conflicts or related‑party transactions disclosed in 2024. Continued monitoring of equity grant sizes post‑limit change and any pledging activity is advised .