Warren Jenson
DROPBOXAbout Warren Jenson
Warren Jenson (age 68) joined Dropbox’s board in January 2025 as an independent director and Audit Committee member; he is slated to become Audit Committee Chair following the 2025 Annual Meeting. He is a seasoned finance and operations executive, most recently President & CFO of Nielsen Holdings plc, and previously President, CFO and Executive Managing Director, International at LiveRamp. He holds a B.S. in Accounting and a Master of Accountancy – Business Taxation from Brigham Young University, and has served in C‑suite roles at Electronic Arts, Amazon, Delta Air Lines, and NBC. The board has determined he meets Nasdaq independence standards and is an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nielsen Holdings plc | President & Chief Financial Officer | Apr 2023 – Dec 2024 | Led audience measurement/data analytics finance function |
| LiveRamp Holdings, Inc. (formerly Acxiom) | President, Chief Financial Officer & Executive Managing Director, International | Feb 2012 – Apr 2023 | Scaled SaaS identity/data connectivity operations |
| Electronic Arts (EA) | C‑suite roles (specific titles/dates not disclosed) | Not disclosed | Senior finance/operations leadership |
| Amazon.com | C‑suite roles (specific titles/dates not disclosed) | Not disclosed | Senior finance/operations leadership |
| Delta Air Lines | C‑suite roles (specific titles/dates not disclosed) | Not disclosed | Senior finance/operations leadership |
| NBC | C‑suite roles (specific titles/dates not disclosed) | Not disclosed | Senior finance/operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DigitalOcean Holdings, Inc. | Director | Current (as of Mar 31, 2025) | Not disclosed |
| Ripple Labs, Inc. (private) | Director | Current | Not disclosed |
| Jobcase, Inc. (private) | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; becomes Audit Committee Chair after Mr. Blair’s term ends at the 2025 Annual Meeting. Designated an audit committee financial expert.
- Independence: Board determined Jenson is independent under Nasdaq rules.
- Board/committee activity context: In 2024, the Board held 7 meetings; Audit Committee held 5, Talent & Compensation 5, Nominating & Governance 3. Attendance met at least 75% for directors serving in 2024 (Jenson joined in 2025).
- Lead Independent Director: Karen Peacock will succeed Donald Blair as Lead Independent Director after the 2025 Annual Meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly, prorated as applicable |
| Audit Committee – Chair fee | $30,000 per year | Chair receives chair fee only (no member fee) |
| Audit Committee – Member fee | $12,500 per year | Applies if serving as member (not chair) |
| Talent & Compensation – Chair fee | $20,000 per year | Chair receives chair fee only |
| Talent & Compensation – Member fee | $10,000 per year | — |
| Nominating & Governance – Chair fee | $15,000 per year | Chair receives chair fee only |
| Nominating & Governance – Member fee | $5,000 per year | — |
| Lead Independent Director fee | $35,000 per year | Not applicable to Jenson; role held by Peacock post‑meeting |
| Total annual director pay cap | $1,200,000 (cash + equity grant date fair value) | Excludes compensation for non‑director services |
| 2024 director compensation (Jenson) | $0 cash; $0 equity | Joined board Jan 2025; no 2024 awards |
Performance Compensation
| Component | Grant Value Basis | Vesting | Other Terms |
|---|---|---|---|
| Initial RSU award (new director) | Grant date fair value equal to $250,000 × pro‑ration to next annual meeting cycle | Vests at end of initial vesting period or day before next annual meeting following grant, subject to service | Available only to first‑time non‑employee directors; value per GAAP |
| Annual RSU award | Grant date fair value $250,000 (rounded to whole shares) | One‑year vest or day before next annual meeting, subject to service | Automatic annual grant at each annual meeting |
| Deferral elections | Available for directors to defer settlement of vested RSUs | Settlement on earlier of change in control or within 60 days of board separation/death (per examples) | Deferral under policy; examples shown for other directors |
| Change in control treatment | Full vesting of outstanding director equity (Initial/Annual RSUs) if serving through change in control | Immediate vest at transaction close | Defined under 2018 Equity Incentive Plan |
There are no performance metrics tied to director equity; awards are time‑based RSUs intended to align directors with shareholders.
Other Directorships & Interlocks
- Current public company board: DigitalOcean Holdings, Inc.
- Committee interlocks: None reported; no insider participation on the Talent & Compensation Committee.
- Related‑party transactions: Company reports no transactions requiring Item 404(a) disclosure since the beginning of last fiscal year.
Expertise & Qualifications
- Designated audit committee financial expert; deep CFO/operator experience across data, SaaS, and consumer/tech.
- Degrees: B.S. in Accounting; Master of Accountancy – Business Taxation (Brigham Young University).
- Board qualifications emphasized by Nominating & Governance include character, integrity, judgment, business experience, time availability, and independence.
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Warren Jenson | 0 (none disclosed) | 0 (none disclosed) | Beneficial ownership as of Mar 31, 2025 shows no holdings |
| Stock ownership guidelines (directors) | 5× annual cash retainer | Compliance timing: within 5 years of later of Dec 1, 2023 or appointment | All independent directors are compliant or not yet required (Jenson joined Jan 2025) |
| Hedging/pledging | Prohibited for directors under insider trading policy | — | Policy filed as Exhibit 19.1 to 10‑K (Feb 21, 2025) |
Governance Assessment
- Strengths
- Independence and finance expertise: Board affirmed Jenson’s independence; designated as audit committee financial expert; slated to chair Audit post‑meeting, enhancing oversight of financial reporting, internal controls, and cyber/data privacy risk.
- Compensation alignment: Director pay emphasizes equity over cash with modest retainers and standard RSU cadence; no meeting fees; annual total cap limits pay inflation. Change‑in‑control terms are straightforward.
- Ownership alignment: Stock ownership guidelines (5× cash retainer) and prohibition on hedging/pledging reinforce alignment; Jenson is early in the 5‑year compliance window.
- Conflicts: No related‑party transactions requiring disclosure; no committee interlocks.
- Watch‑items / Red flags
- Dual‑class governance context: Ongoing shareholder concern over Class B super‑voting structure; while not specific to Jenson, it amplifies the importance of robust independent audit committee leadership.
- Ownership visibility: As of Mar 31, 2025, Jenson had no disclosed beneficial holdings; monitor forthcoming Initial RSU grant and accumulation toward guideline compliance.
- Attendance disclosure: Company reported 2024 attendance thresholds for then‑serving directors; Jenson joined in 2025—assess his attendance/engagement once 2025 data is disclosed.