Karen Peacock
DROPBOXAbout Karen Peacock
Karen Peacock (age 52) has served as an independent director of Dropbox since August 2019 and is a member of the Talent and Compensation Committee. She brings deep operating experience from Intercom (CEO 2020–2022; COO 2017–2020) and senior leadership roles at Intuit, and holds an MBA from Stanford GSB and a BA in Applied Mathematics from Harvard. She was appointed to serve as Lead Independent Director following the 2025 Annual Meeting, reflecting board confidence in her governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intercom, Inc. | Chief Executive Officer | Jul 2020 – Oct 2022 | Led business messaging/communication software scale-up |
| Intercom, Inc. | Chief Operating Officer | May 2017 – Jul 2020 | Operational leadership across product and go-to-market |
| Intuit Inc. | SVP, Small Business | Jan 2016 – Mar 2017 | Drove SMB strategy and execution |
| Intuit Inc. | VP & GM, Employee Management Solutions | 2014 – Jan 2016 | General management for HR/payroll solutions |
| Intuit Inc. | Various senior roles (Marketing/Product) | 2002 – 2014 | Product/marketing leadership |
| Allegis Corporation | Director of Product Management | Prior to 2002 | Product management |
| Boston Consulting Group | Management Consultant | Prior to Allegis | Strategy consulting |
External Roles
None disclosed in the DBX proxy for current public company boards for Peacock .
Board Governance
| Governance Item | Detail | Evidence |
|---|---|---|
| Independence | Determined independent under Nasdaq rules | |
| Board/Committee Attendance | ≥75% of board and applicable committee meetings in FY2024 | |
| Committees | Talent & Compensation Committee (member) | |
| Lead Independent Director | Appointed to serve as Lead Independent Director following 2025 Annual Meeting | |
| Executive Sessions | Independent directors meet at least quarterly in executive session | |
| Committee Meetings (2024) | Audit: 5; Talent & Compensation: 5; Nominating & Governance: 3 |
- Compensation Committee interlocks: none; no insider participation by officers on the committee .
- Board evaluations: annual third-party facilitated assessment to improve effectiveness .
Fixed Compensation
| Component | 2024 Amount | Policy Rate/Details | Notes |
|---|---|---|---|
| Fees Paid or Earned in Cash (Peacock) | $60,000 | — | As reported for FY2024 director compensation |
| Annual Cash Retainer (Policy) | — | $50,000 paid quarterly | Standard for non-employee directors |
| Talent & Compensation Committee – Member (Policy) | — | $10,000 per year | Applicable to committee members |
| Lead Independent Director – Cash (Policy) | — | $35,000 per year | Role assumed following 2025 Annual Meeting |
| Meeting Fees | — | None | No per-meeting fees |
Performance Compensation
| Equity Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSU (Peacock) | 5/16/2024 | 10,478 | $250,005 | 100% vests on 5/16/2025 or day before next annual meeting | Full vesting of outstanding director awards upon change in control (while serving) |
- Director equity policy: annual RSU with $250,000 grant-date fair value; initial pro-rated RSU upon joining; optional deferral of settlement; equity emphasis to align interests .
- No performance metrics (RSUs are time-based for directors) .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Peacock in DBX proxy |
Expertise & Qualifications
- Operating executive expertise: CEO (Intercom) and COO roles; product/marketing leadership at Intuit .
- Education: MBA, Stanford Graduate School of Business; BA in Applied Mathematics, Harvard University .
- Governance experience: Appointed Lead Independent Director; member of Talent & Compensation Committee .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|---|
| Karen Peacock | 13,374 | — | * (<1%) | As of March 31, 2025 beneficial ownership table |
| Outstanding Equity Awards at 12/31/2024 | Date of Grant | Unvested RSUs (#) | Vesting Note |
|---|---|---|---|
| Karen Peacock | 5/16/2024 | 10,478 | 100% vest on 5/16/2025 or day before next annual meeting if earlier |
- Director stock ownership guidelines: 5× annual cash retainer for independent directors; compliance status noted as compliant or not yet required for all independent directors .
- Hedging/pledging: Prohibited for directors and employees under insider trading policy .
Governance Assessment
- Strengths: Independence; high engagement (attendance ≥75%); elevation to Lead Independent Director; robust director ownership guidelines; prohibition of hedging/pledging; no related-party transactions requiring disclosure; no Section 16(a) delinquencies .
- Committee competence: Active member of Talent & Compensation; committee retains independent advisor (Compensia) with no conflicts of interest per committee assessment .
- Shareholder sentiment: Strong support for her nomination and for Say-on-Pay; investors selected annual Say-on-Pay frequency .
- Potential red flags: Company dual-class structure noted in shareholder proposal (did not pass); not specific to Peacock but relevant to governance perceptions .
2025 Annual Meeting Voting Results (Selected)
| Item | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – Karen Peacock | 934,400,706 | 5,390,290 | — | 9,717,315 |
| Say-on-Pay (Advisory) | 927,886,541 | 11,632,621 | 271,834 | 9,717,315 |
| Say-on-Pay Frequency | 936,670,310 (1 Year) | 21,535 (2 Years) | 2,969,938 (3 Years) | 129,213 |
Related Party & Compliance
- Related-party transactions: None requiring Item 404(a) disclosure since start of last fiscal year .
- Section 16(a) reporting compliance: All required insiders/directors complied in FY2024 .
Director Compensation Mix (FY2024)
| Metric | Cash Fees ($) | Equity Award ($) | Total ($) |
|---|---|---|---|
| Karen Peacock | $60,000 | $250,005 | $310,005 |
Overall, Peacock’s elevation to Lead Independent Director, independent status, strong shareholder support, and alignment via equity-based director pay and ownership guidelines support investor confidence; no conflicts or attendance issues are indicated in company disclosures .