Andrew Moore
DROPBOXAbout Andrew Moore
Andrew Moore, Ph.D., age 60, is an independent director of Dropbox (DBX) since December 2023 and serves on the Audit Committee. He is the Founder and CEO of Lovelace AI (since March 2023), and previously led Google Cloud AI & Industry Solutions as GM/VP (2019–2023), was Dean of the School of Computer Science at Carnegie Mellon University (2014–2019), and earlier held senior engineering leadership roles at Google; he holds a Ph.D. in Computer Science and a B.A. in Mathematics & Computer Science from the University of Cambridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lovelace AI | Founder & CEO | Mar 2023–present | Building AI products for national security |
| Google Cloud (Google LLC) | GM & VP, AI & Industry Solutions | Jan 2019–Jan 2023 | Led product and engineering for cloud AI solutions |
| Carnegie Mellon University | Dean, School of Computer Science; Professor of Computer Science & Robotics | Sep 2014–Jan 2019 | Academic leadership and research oversight |
| Google LLC | VP Engineering, Google Commerce | Oct 2011–Jul 2014 | Engineering leadership for commerce |
| Google LLC | Founding Director, Pittsburgh Engineering Office | Jan 2006–Oct 2011 | Site build-out and product development leadership |
| Carnegie Mellon University | Assistant Professor/Professor, CS & Robotics | 1993–2006 | Teaching and research in CS/Robotics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lovelace AI (private) | Founder & CEO | Mar 2023–present | Private company; not disclosed as a related party |
| Public company boards | — | — | No other public company directorships disclosed for Moore in the proxy |
Board Governance
- Committee assignments: Audit Committee member; not designated as chair or as an “audit committee financial expert” (financial experts identified are Donald Blair, Warren Jenson, and Sara Mathew) .
- Independence: Determined independent by the Board under Nasdaq listing rules .
- Attendance and engagement: In 2024, the Board met 7 times; every director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee activity: Audit Committee held 5 meetings in 2024; responsibilities include oversight of financial reporting, internal controls, cybersecurity/data privacy risk programs, internal audit, code of conduct compliance, and related-party transaction approvals .
- Executive sessions: Independent directors meet at least quarterly in executive session under the Lead Independent Director .
- Board evaluations: Annual assessment with a third‑party governance consultant to strengthen board effectiveness .
Fixed Compensation
| Component | Amount/Description | Source |
|---|---|---|
| 2024 Fees Paid or Earned in Cash (Andrew Moore) | $50,102 | |
| Annual Cash Retainer (policy) | $50,000 (paid quarterly, prorated) | |
| Committee Cash Fees (policy) | Audit member: $12,500; Audit chair: $30,000; T&C member: $10,000; T&C chair: $20,000; N&CG member: $5,000; N&CG chair: $15,000; Lead Independent Director: $35,000 | |
| Per‑meeting fees | None (no per‑meeting attendance fees) |
Notes: Director cash compensation is set to balance cash and equity and is reviewed with an independent consultant (Compensia) .
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Annual RSU Award (director program) | 5/16/2024 | 10,478 unvested RSUs outstanding at 12/31/2024 | 100% vests on 5/16/2025 or day before next annual meeting, subject to service | $250,005 |
- Director equity under the policy: Initial award sized to $250,000 pro‑rated; annual award sized to $250,000; directors may elect delivery deferral; full vesting on change in control while serving as a director .
- Performance metrics: None for director equity (time‑based vesting only; no TSR or financial metric conditioning for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None; no Dropbox executive served on another entity’s board/comp committee with a Dropbox executive in the past year |
| Related-party transactions | None requiring disclosure since the beginning of the last fiscal year; Audit Committee oversees related-party transaction policy |
Expertise & Qualifications
- Technical and AI/ML leadership: Former GM/VP of Google Cloud AI & Industry Solutions; prior Google engineering leadership; academic leadership as Dean of CMU’s School of Computer Science .
- Education: Ph.D. in Computer Science; B.A. in Mathematics & Computer Science, University of Cambridge .
- Board role fit: Serves on Audit Committee; the committee’s remit includes cybersecurity/data privacy oversight—areas aligned with his technology background .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership – Class A shares | 3,627 shares; <1% of outstanding common stock |
| Unvested director RSUs at 12/31/2024 | 10,478 RSUs; scheduled to vest 5/16/2025 (or day before next annual meeting) |
| Director stock ownership guidelines | Independent directors must hold stock worth 5x annual cash retainer; compliance within 5 years of the later of Dec 1, 2023 or appointment; all independent directors are compliant or within the grace period |
| Hedging/pledging | Company prohibits hedging and pledging by employees and non‑employee directors |
| Section 16 filings | All directors and officers were in compliance in 2024 |
Governance Assessment
-
Positives
- Independent director with deep AI/ML and engineering leadership experience; serves on Audit where oversight extends to cybersecurity and data privacy risks .
- No related‑party transactions; hedging/pledging prohibited; robust director ownership guideline promotes alignment .
- Engagement: met ≥75% attendance threshold; Board conducts third‑party facilitated annual evaluations; independent director executive sessions quarterly .
- Director compensation balanced toward equity; no per‑meeting fees; policy set with independent consultant oversight .
-
Watch items
- Not designated an “audit committee financial expert”; expertise is primarily technical/AI rather than finance/accounting (audit committee currently identifies other members as financial experts) .
- Limited board tenure (appointed Dec 2023); continued monitoring of attendance, contributions on Audit, and ownership guideline progress is warranted .
-
Contextual shareholder signal (company‑wide)
- Say‑on‑Pay support in FY2024 was 98.3%, indicating broad investor support for compensation governance; while this pertains to executive pay, it reflects the board’s oversight environment .