Michael Seibel
DROPBOXAbout Michael Seibel
Michael Seibel (age 42) has served as an independent director of Dropbox, Inc. since December 2020 and is a member of the Talent and Compensation Committee. He is Partner Emeritus at Y Combinator (formerly a Partner and Managing Director of YC Early Stage), and previously served as CEO of Socialcam and Justin.tv (now Twitch). He holds a B.A. in Political Science from Yale University and currently sits on the board of Reddit, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Justin.tv (now Twitch.tv) | Chief Executive Officer | Jun 2007 – Oct 2011 | Led early live-streaming platform scaling |
| Socialcam, Inc. | Chief Executive Officer | Feb 2012 – Aug 2012 | Oversaw social media product and exit |
| Y Combinator | Partner; Managing Director, YC Early Stage | Oct 2014 – Mar 2025 | Steered early-stage portfolios and founder selection |
| Y Combinator | Partner Emeritus | Mar 2025 – Present | Advisory capacity, network influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reddit, Inc. | Director | Current | Public company board seat |
Board Governance
- Independence: The board determined Seibel is independent under Nasdaq rules .
- Committee assignments: Talent and Compensation Committee member (not chair). The committee held five meetings in 2024 and operates under a written charter; members are independent and non‑employee directors .
- Attendance: In 2024 the board held seven meetings; each director attended at least 75% of board and applicable committee meetings .
- Lead Independent Director: With Donald Blair’s departure, Karen Peacock will serve as Lead Independent Director following the Annual Meeting; independent directors meet at least quarterly in executive sessions .
- Board evaluation: Annual third‑party facilitated board assessment to enhance effectiveness (survey, consolidation, feedback discussion) .
- Related party controls: Audit Committee reviews related person transactions; none disclosed since the beginning of the last fiscal year .
Fixed Compensation
| Component | Policy Amount | 2024 Actual (Seibel) | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | $60,000 | Includes $10,000 for Talent & Compensation Committee membership; paid quarterly |
| Committee chair fees (reference) | Audit Chair $30,000; T&C Chair $20,000; Nominating Chair $15,000 | N/A | Seibel is not a chair |
| Lead Independent Director fee (reference) | $35,000 | N/A | Not applicable |
| Meeting fees | None | None | No per‑meeting fees |
Total 2024 director compensation (Seibel): $310,005, comprising $60,000 cash and $250,005 stock awards (grant date fair value) .
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value | Vesting | Unvested as of 12/31/24 | Notes |
|---|---|---|---|---|---|
| Annual RSU | 5/16/2024 | $250,005 | 100% vests 5/16/2025 or day before next AGM | Included in total below | Annual award sized to $250,000 fair value |
| Outstanding RSUs (aggregate) | Various | — | See notes | 35,522 | Includes prior deferred vested RSUs; settlement upon change in control or within 60 days of separation/death |
Deferred RSUs detail: 4,632 vested (12/11/2020), 9,335 vested (5/20/2021), and 11,077 vested (5/18/2023) were deferred at grant; settlement occurs upon change in control or within 60 days of board separation or death . Non‑employee directors fully vest in outstanding company equity awards upon a change in control under the director compensation policy .
Committee oversight metrics (for NEO annual bonuses in 2024):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual/Calc |
|---|---|---|---|---|---|
| Revenue ($M) | 67% | $2,488 | $2,565 | $2,642 | $2,545 (99% of target) |
| Non‑GAAP Operating Margin | 33% | 29.8% | 33.1% | 36.4% | 36.1% |
| Corporate performance measure | — | — | 100% | 125% | 104.5% calculated; capped at 100% per management recommendation |
Other Directorships & Interlocks
- Current public company boards: Reddit, Inc. .
- Interlocks: No compensation committee interlocks or insider participation were identified; no related party transactions requiring disclosure were reported .
Expertise & Qualifications
- Financial and managerial experience across consumer platforms and early‑stage venture ecosystems; CEO roles at Twitch precursor and Socialcam; leadership in YC early‑stage investing and founder development .
- Technology and product ecosystem familiarity; network breadth beneficial for talent and innovation oversight .
- Academic credentials: B.A., Yale University .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power | Notes |
|---|---|---|---|---|
| Michael Seibel | 12,297 | — | * | “*” denotes less than 1%; beneficial ownership as of 3/31/2025 |
Vested vs unvested and deferrals:
- Unvested RSUs outstanding (incl. 2024 award): 35,522 shares as of 12/31/2024 .
- Deferred vested RSUs: 4,632 (12/11/2020), 9,335 (5/20/2021), 11,077 (5/18/2023); settle at change in control or within 60 days of separation/death .
- Stock ownership guidelines: Independent directors must hold 5× annual cash retainer; all independent directors are in compliance or not yet required within the five‑year window (measured from 12/1/2023 or appointment date) .
- Hedging/pledging: Prohibited under the Insider Trading Policy .
- Section 16(a): All directors and >10% holders were in compliance for FY2024 .
Governance Assessment
- Committee effectiveness: Active member of the Talent and Compensation Committee that met five times in 2024, overseeing pay‑for‑performance plans, director pay, and human capital; strong shareholder support for Say‑on‑Pay (98.3%) reflects alignment with investors on compensation philosophy .
- Independence and attendance: Board affirmed independence; attendance met or exceeded the 75% threshold, supporting engagement and effectiveness .
- Alignment and incentives: Director pay emphasizes equity ($250k RSU annual award), with ownership guidelines enhancing “skin‑in‑the‑game”; permitted deferral aligns tax planning with long‑term service, though change‑in‑control acceleration is standard for board retention .
- Conflicts and related‑party exposure: No related‑party transactions disclosed; YC network and Reddit board seat do not present disclosed conflicts, with Audit Committee oversight and policies governing related‑party review (pre‑approvals and thresholds) .
- Board leadership and oversight: Presence of Lead Independent Director and quarterly executive sessions strengthen independent oversight; third‑party board evaluation process enhances effectiveness .
RED FLAGS
- None disclosed: No related‑party transactions, no hedging/pledging, and independence affirmed .
- Monitoring consideration: Ongoing vigilance appropriate for potential dealings with YC portfolio companies or Reddit given Seibel’s affiliations, though no such transactions are reported and policies provide governance controls .