Sarah Schubach
DROPBOXAbout Sarah Schubach
Dropbox appointed Sarah Schubach as Chief Accounting Officer (principal accounting officer) effective August 21, 2025. She joined Dropbox in 2013, progressing through finance leadership roles including Assistant Controller (2019–2020), Senior Director, Controller (2020–2022), and Vice President, Controller (2022–2025). She began her career in Ernst & Young’s assurance practice (2010–2013) and holds a B.S. in Accounting from Santa Clara University’s Leavey School of Business . As context for incentive alignment, Dropbox’s most recent fiscal year results showed revenue of $2,501.6M (vs. $2,548.2M in 2023), non-GAAP operating margin of 32.8% (vs. 36.4% in 2023), and free cash flow of $759.4M (vs. $871.6M in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dropbox, Inc. | Chief Accounting Officer (Principal Accounting Officer) | 2025–present | Appointed to lead principal accounting functions; will execute standard indemnification agreement; no related-party transactions disclosed . |
| Dropbox, Inc. | Vice President, Controller | 2022–2025 | Finance leadership and controllership responsibilities (as disclosed) . |
| Dropbox, Inc. | Senior Director, Controller | 2020–2022 | Finance leadership (as disclosed) . |
| Dropbox, Inc. | Assistant Controller | 2019–2020 | Accounting leadership (as disclosed) . |
| Dropbox, Inc. | Finance/Accounting roles | 2013–2019 | Progressively responsible accounting roles (as disclosed) . |
| Ernst & Young LLP | Assurance practice | 2010–2013 | External audit/assurance experience . |
External Roles
- No public company directorships or external board roles disclosed in the appointment 8‑K or the 2025 proxy materials reviewed .
Fixed Compensation
- Dropbox’s 8‑K announcing Ms. Schubach’s appointment did not disclose any new compensatory arrangements (it notes execution of the standard form indemnification agreement) .
- Dropbox’s executive compensation structure comprises base salary, an annual cash bonus, and long‑term equity incentives; specific amounts for Ms. Schubach were not disclosed in the reviewed filings .
Performance Compensation
Dropbox’s executive annual cash bonus plan for 2024 (context for pay-for-performance design) used two corporate metrics; the committee ultimately capped corporate funding at 100% of target despite formulaic overachievement.
| Metric (FY2024 plan) | Weight | Threshold | Target | Maximum | Actual result (for plan calc) | Corporate funding outcome |
|---|---|---|---|---|---|---|
| Revenue ($M) | 67% | 2,488 | 2,565 | 2,642 | $2,545M (99% of target) | Part of corporate measure, which was capped at 100% |
| Non‑GAAP Operating Margin | 33% | 29.8% | 33.1% | 36.4% | 36.1% (for plan calc) | Part of corporate measure, which was capped at 100% |
Notes:
- The plan included revenue at 67% weight and non‑GAAP operating margin at 33% weight, with detailed funding curves; management recommended, and the committee approved, capping corporate funding at 100% given a portion of results reflected workforce reduction savings .
- Ms. Schubach’s individual bonus design/targets for 2025+ were not disclosed in reviewed filings.
Equity Ownership & Alignment
| Policy/Item | Dropbox policy/details | Source |
|---|---|---|
| Stock ownership guidelines | Executive officers (other than CEO) must hold stock equal to 2x base salary, to be met within 5 years of the later of Dec 1, 2023 or appointment date . | |
| Clawback policy | Nasdaq‑compliant clawback adopted Aug 2023 for incentive compensation tied to financial reporting metrics in the event of an accounting restatement . | |
| Hedging/pledging | Hedging and pledging of company stock prohibited for employees and directors . | |
| Insider trading policy | Company maintains an insider trading policy (filed as an exhibit to the 2024 Form 10‑K) . | |
| Related‑party transactions | The 8‑K states no transactions requiring disclosure for Ms. Schubach under Item 404(a) . |
- Beneficial ownership, vested/unvested equity, and any pledging specific to Ms. Schubach were not disclosed in the reviewed filings .
Employment Terms
| Term | Dropbox disclosure (executive program) | Applicability to Ms. Schubach |
|---|---|---|
| Employment status | At‑will; executives enter written arrangements approved by the board/committee; standard indemnification agreements used . | 8‑K confirms execution of standard indemnification agreement; no additional terms disclosed . |
| Basic severance (outside CIC) | If terminated without cause or resign for good reason outside the CIC period: 0.5x base salary plus up to 6 months COBRA premiums; limited accelerated vesting varies by role (examples provided for other NEOs) . | Company describes these terms for executive officers generally; Ms. Schubach’s specific agreement was not disclosed . |
| Change‑in‑control (CIC) severance | Double‑trigger: 1.0x base salary, 1.0x target annual bonus, up to 12 months COBRA, and 100% acceleration of outstanding equity (performance‑based deemed at target unless award specifies otherwise) . | Company states executives are eligible for CIC/severance agreements; Ms. Schubach’s specific agreement was not disclosed in the appointment 8‑K . |
| 280G excise tax | “Better‑after‑tax” cutback (no excise tax gross‑ups) . | Executive program policy; individual agreement not disclosed . |
| Non‑compete / non‑solicit / confidentiality | Employment arrangements restrict competition during employment, protect confidentiality, and restrict solicitation post‑employment . | Executive program policy; individual terms not disclosed . |
Investment Implications
- Alignment signals: Adoption of a clawback policy, prohibition on hedging/pledging, and stock ownership guidelines for executive officers indicate an emphasis on long‑term alignment; these policies will govern Ms. Schubach’s role as a newly appointed principal accounting officer .
- Retention dynamics: The 8‑K disclosed no special inducement or retention awards at appointment, suggesting standard executive terms rather than bespoke packages; long tenure at Dropbox (since 2013) may mitigate near‑term retention risk .
- Change‑in‑control economics: Dropbox’s double‑trigger CIC framework (salary and bonus multiples plus full equity acceleration) is shareholder‑standard and reduces windfall risk without a single‑trigger; no excise tax gross‑ups .
- Pay‑for‑performance context: Executive cash incentives tie to revenue and non‑GAAP operating margin; committee discretion capped payout at target for 2024 despite formulaic overachievement, signaling discipline in bonus funding .
Key gaps for monitoring: Ms. Schubach’s 2025 base salary, target bonus, equity grants, and initial beneficial ownership will typically appear in subsequent proxy statements and Section 16 filings; the appointment 8‑K disclosed none of these items .