Lisa Campbell
DROPBOXAbout Lisa Campbell
Lisa Campbell (age 61) has served as an independent director of Dropbox, Inc. since August 2019. She currently serves on the Audit Committee and the Nominating & Corporate Governance Committee, and is slated to become chair of the Nominating & Corporate Governance Committee following the 2025 Annual Meeting. Campbell holds an MBA from Babson College and a BA in Mathematics and Computer Science from Boston College, and brings deep marketing and industry strategy experience from senior roles at OneTrust and Autodesk. The Board has affirmatively determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneTrust | Chief Marketing Officer & Partner | Jul 2021 – Aug 2024 | Led marketing; privacy/Trust ecosystem relevance to DBX risk oversight context. |
| Autodesk, Inc. | CMO & SVP Business Strategy | Aug 2017 – Jul 2021 | Executive leadership in go-to-market and strategy. |
| Autodesk, Inc. | VP, Industry Strategy & Marketing – Manufacturing | Jan 2015 – Aug 2017 | Industry growth initiatives. |
| Autodesk, Inc. | VP, Industry Strategy & Marketing – AEC | Feb 2012 – Jan 2015 | Segment strategy execution. |
| Autodesk, Inc. | Various senior roles (Global eCommerce & Autodesk.com; Geospatial & Infrastructure) | Pre-2012 – 2012 | Digital channels and product segment leadership. |
| Evolve (now Oracle), Sterling Software, Digital Equipment Corp. | Executive-level marketing roles | Pre-2003 | Enterprise software marketing track record. |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Dynatrace, Inc. | Director | Current | Application performance mgmt; no DBX related-party transactions disclosed. |
| Similarweb Ltd. | Director | Current | Digital data/analytics; no DBX related-party transactions disclosed. |
| Private technology company | Director | Current | Not named; no related-party exposure disclosed. |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; to become Nom/Gov Committee chair post-Annual Meeting (May 15, 2025).
- Independence: Board determined Campbell is independent under Nasdaq listing rules.
- Attendance: In 2024, Board held 7 meetings; each director attended at least 75% of Board and applicable committee meetings. Audit (5 meetings), Talent & Compensation (5), Nominating & Corporate Governance (3).
- Executive sessions: Independent directors meet at least quarterly in executive sessions chaired by the Lead Independent Director (Peacock to succeed Blair).
- Risk oversight: Audit Committee oversees internal controls, cybersecurity, data privacy, related party approvals; Nom/Gov oversees governance and sustainability reporting risks.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Standard non-employee director retainer. |
| Audit Committee Member Fee | $12,500 | Member fee, no per-meeting fees. |
| Nominating & Corporate Governance Member Fee | $5,000 | Member fee. |
| Total Cash | $67,500 | Sum of retainer + committee member fees. |
| Annual RSU Award (Grant-date fair value) | $250,005 | Granted on Annual Meeting date; fair value based on $23.86 price. |
| Total Director Compensation | $317,505 | FY2024 total. |
Performance Compensation
- Structure: Non-employee director equity is time-based RSUs; no performance metrics (no options; no PSU/TSR conditions for directors).
- Change-in-control: Outstanding director equity fully vests upon a “change in control” if service continues through the date.
| RSU Detail | Grant Date | Shares | Fair Value | Vest Date | Conditions |
|---|---|---|---|---|---|
| Annual RSU | 5/16/2024 | 10,478 | $250,005 | 5/16/2025 | Time-based vest; full vest on change-in-control if in service. |
Other Directorships & Interlocks
- Current public boards: Dynatrace, Similarweb; plus one private tech company. No DBX related-party transactions requiring disclosure since beginning of last fiscal year, mitigating interlock risk.
- Compensation committee interlocks: None reported with DBX; no insider participation on T&C committee.
Expertise & Qualifications
- Education: MBA (Babson); BA in Mathematics & Computer Science (Boston College).
- Domain expertise: Senior leadership in marketing, go-to-market, and industry strategy across enterprise software; relevant to customer growth and product-market fit oversight.
- Audit literacy: Serves on Audit Committee (not designated as “financial expert,” which the Board assigned to Blair, Jenson, Mathew).
- Governance leadership: Will chair Nominating & Corporate Governance Committee, overseeing board evaluations, succession planning, and governance guidelines.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 5,538 | As of March 31, 2025. |
| Class B Shares Beneficially Owned | — | None. |
| Unvested RSUs Outstanding | 10,478 | Granted 5/16/2024; vest 5/16/2025. |
| Ownership Guidelines | 5x annual cash retainer | Independent directors must reach within 5 years; all independent directors are compliant or not yet required. |
| Hedging/Pledging | Prohibited | Under Insider Trading Policy. |
Governance Assessment
- Strengths: Independently designated; consistent meeting attendance; multi-committee service including Audit; stepping into Nom/Gov chair role—signals active governance engagement and board evaluation leadership.
- Alignment: Director pay emphasizes equity ($250k RSU vs $67.5k cash); stock ownership guideline at 5x cash retainer; hedging/pledging prohibited.
- Conflicts: No related-party transactions requiring disclosure; Audit Committee oversight of any potential related party matters provides additional safeguard.
- Shareholder signals: Strong Say-on-Pay support (98.3%) indicates investor confidence in overall compensation governance; while oriented to executives, reflects board’s comp oversight environment.
- RED FLAGS: None disclosed related to attendance, related-party transactions, or pay anomalies for directors.
Implication: Campbell’s independence, committee roles (Audit member; Nom/Gov chair post-meeting), and equity-heavy compensation structure support board effectiveness and alignment with investors, with low observable conflict risk based on disclosures.