Will Yoon
DROPBOXAbout Will Yoon
Will Yoon, 46, is Chief Legal Officer (CLO) of Dropbox, appointed effective March 28, 2025 after founding Dropbox’s product counseling team in 2013, serving as Chief Privacy Officer since 2020, and Vice President, Product Counseling & Privacy from September 2021 to March 2025. He previously held leadership roles in product counseling and privacy at Facebook and Google and practiced law at Foley & Lardner LLP (2006–2010); he holds a JD from Northwestern University Pritzker School of Law and a BA in Government–Latin American Studies from Cornell University . Company performance context: Dropbox reported FY2024 revenue growth versus FY2023 and continued EBITDA expansion, reflecting profitable growth focus (see table below; values retrieved from S&P Global via GetFinancials).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dropbox | Chief Legal Officer | Mar 2025–present | Leads legal org; oversight spans privacy, product counseling, commercial, litigation, regulatory . |
| Dropbox | VP, Product Counseling & Privacy | Sep 2021–Mar 2025 | Scaled product counseling; drove privacy strategy across products . |
| Dropbox | Chief Privacy Officer | 2020–present | Established privacy governance and compliance across portfolio . |
| Dropbox | Founder, Product Counseling Team | 2013–present | Built product counseling function to align product decisions with regulatory requirements . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Product counseling/privacy leadership | Not disclosed | Led product/privacy counsel in large-scale consumer platforms . | |
| Product counseling/privacy leadership | Not disclosed | Guided privacy/product legal strategy at global scale . | |
| Foley & Lardner LLP | Attorney | 2006–2010 | Developed legal foundations in tech/privacy/commercial matters . |
Fixed Compensation
- As of the 2025 proxy and related 8-Ks, specific base salary, target bonus %, and actual bonus paid for Will Yoon have not been disclosed; he was not a Named Executive Officer (NEO) for FY2024 and his appointment occurred in March 2025 .
Performance Compensation
- Dropbox’s annual executive bonus program is funded on corporate performance with individual modifiers. For FY2024, corporate metrics and outcomes were:
| Metric | Weighting | Target | Actual (Plan-calculated) | Corporate Payout Funding |
|---|---|---|---|---|
| Revenue ($M) | 67% | $2,565 | $2,545 (99% of target) | Capped to 100% despite 104.5% calculated . |
| Non-GAAP Operating Margin | 33% | 33.1% | 36.1% | Capped to 100% despite 104.5% calculated . |
- Notes:
- Thresholds: Revenue $2,488M; Margin 29.8% .
- Individual performance factor is subjective and may adjust payouts; no executive-specific factors for Yoon were disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Yoon) | Not disclosed in 2025 proxy; Yoon not listed among FY2024 NEOs/directors at measurement date . |
| Ownership guidelines | CEO: 5x base salary; other executive officers: 2x base salary; 5-year compliance window from later of Dec 1, 2023 or appointment/promotion date . |
| Hedging/pledging | Prohibited for employees, executive officers, and directors (no derivatives, options; no margin accounts or pledging) . |
| Clawback policy | Nasdaq/SEC-compliant recovery of excess incentive-based compensation tied to financial reporting metrics for awards after Oct 2, 2023 in the event of restatement . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment status | At-will; standard employment letters approved by board/talent & compensation committee . |
| Basic severance (outside CIC) | 0.5x annual base salary lump sum; up to 6 months COBRA premium payments (or taxable cash in lieu). Certain roles may receive limited equity acceleration; agreements conditioned on release, return of property, and resignations from positions . |
| Change-in-control (CIC) severance | Double trigger (within 3 months before or 12 months after CIC): 1.0x base salary + 1.0x target annual bonus lump sum; up to 12 months COBRA premiums; 100% acceleration of outstanding equity; performance awards deemed at 100% unless award terms specify otherwise; conditioned on release/return/resignations . |
| 280G treatment | Best-net cutback selection (no excise tax gross-ups); exec receives either full payment with excise tax or reduced amount avoiding excise tax, whichever yields higher after-tax value . |
| Non-compete / non-solicit | Employment arrangements prohibit competition, diversion of customers, disclosure of confidential info, and recruiting/soliciting employees during and for a period after employment . |
| Indemnification | Dropbox uses standard indemnification agreements for executive officers (example noted for other officers in 8-Ks) . |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | 2,324.9* | 2,501.6* | 2,548.2* |
| EBITDA ($USD Millions) | 513.6* | 592.8* | 670.8* |
- Values retrieved from S&P Global via GetFinancials.
- Revenue and EBITDA trends align with the company’s emphasis on profitable growth as reflected in bonus metrics and Pay Versus Performance disclosures .
Compensation Governance and Peer Benchmarking
- Executive compensation program emphasizes variable, at-risk pay, robust ownership guidelines, clawbacks, and prohibits hedging/pledging; no excise tax or perquisite tax gross-ups .
- 2024 compensation peer group included Affirm, AppLovin, Box, DocuSign, Dolby, Elastic, Etsy, F5, GoDaddy, HubSpot, Informatica, Nutanix, Okta, Paycom, Pinterest, Pure Storage, RingCentral, Roku, Splunk, Teradata, Zoom; changes noted year-over-year based on revenue/market cap criteria .
- 2025 say-on-pay vote approved with 927,886,541 votes “For” vs 11,632,621 “Against” (Abstain 271,834; broker non-votes 9,717,315) .
Investment Implications
- Retention and alignment: Strong retention incentives via double-trigger CIC economics (1x salary + 1x target bonus, full equity acceleration) and ownership guidelines; clawback and hedging/pledging prohibitions reinforce alignment .
- Near-term disclosure gap: As a March 2025 appointee, Yoon’s FY2025 compensation package (salary, bonus target, new equity grants, vesting) is not yet disclosed; monitor the next proxy and any 8-K Item 5.02 filings for compensatory arrangements .
- Performance levers: Corporate bonus funding capped at 100% for FY2024 despite overperformance on non-GAAP margin, signaling disciplined governance; ongoing revenue and EBITDA expansion indicate a backdrop supportive of performance-based pay structures .
- Trading signals: Watch Form 4 filings for initial and ongoing equity grants, vesting events, or sales by Yoon post-appointment; monitor adherence to ownership guidelines over the five-year window and any changes to severance/CIC plans in future proxies .