Anna Marrs

About Anna Marrs

Independent director of Docusign since June 2023; age 51. Currently Group President of Global Commercial Services and Credit & Fraud Risk at American Express (positions of increasing responsibility since September 2018; Executive Committee member since September 2018). Prior roles include Regional CEO for Standard Chartered’s ASEAN and South Asia groups and Partner in McKinsey’s Banking Practice (London). Education: B.A. from Northwestern University; M.B.A. from “London School of Business” (per proxy). Committee: Audit (member). The Board has determined she is independent under Nasdaq and SEC rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Standard Chartered	Regional CEO, ASEAN & South Asia	Not disclosed	Senior operating leadership across multiple geographies
McKinsey & Company	Partner, Banking Practice (London)	Not disclosed	Strategy and finance expertise for financial institutions

External Roles

Organization	Role	Tenure	Committees/Impact
American Express	Group President, Global Commercial Services and Credit & Fraud Risk; Executive Committee member	Group President since April 2021; Executive Committee since Sep 2018	Senior P&L and risk leadership; global commercial credit/fraud oversight

Board Governance

Committee assignments: Audit Committee member; Audit Committee chaired by Teresa Briggs. FY25 Audit Committee met 5 times. All members are independent; each member, including Marrs, is designated an “audit committee financial expert” and “financially sophisticated” under SEC/Nasdaq rules.
Independence and leadership: Board Chair is independent (Maggie Wilderotter). Eight of nine continuing directors are independent; Marrs is among them.
Attendance: Board held 24 meetings in FY25; each director attended at least 75% of Board and committee meetings; all continuing directors and nominees attended the 2024 Annual Meeting.
Classified board and elections: Board is classified; Marrs is a Class I nominee up for election at the 2025 Annual Meeting (majority voting standard for uncontested elections).

Fixed Compensation

Component	FY25 Amount	Notes
Base cash retainer	$46,500	Non-employee director annual Board retainer
Committee fee (Audit member)	$15,000	Non-chair Audit Committee member fee
Total cash earned	$61,500	Reported for Marrs in FY25 director compensation table
Annual equity (RSUs) grant-date fair value	$249,971	Annual RSU grant for continuing directors; vest quarterly; accelerates on change in control
Total FY25 director compensation	$311,471	Cash + RSUs

Policy details:

Annual RSU award equal to $250,000 divided by grant-date closing price; vests in four equal quarterly installments; full vest on change in control.
Initial RSU award for new directors equal to $500,000 divided by grant-date closing price; vests quarterly over three years; full vest on change in control.
No changes to non-employee director compensation policy in FY25.

Performance Compensation

Directors do not receive performance-based equity or cash incentives at Docusign. For pay-for-performance context under Board oversight, executive incentive metrics in FY25 were:

Performance Metric	Program	Weight	Rationale
Non-GAAP Operating Income	CIP (executive cash bonus)	50%	Operating profitability; excludes SBC and specified items
Revenue	CIP	25%	Primary external indicator of growth
Net New Monthly Recurring Revenue (NNMRR)	CIP	25%	Internal subscription growth indicator (targets not disclosed)
Relative TSR (vs Nasdaq Composite)	PSUs	50%	3-year performance; pay ties to long-term shareholder value
Subscription Revenue Growth	PSUs	25%	Year-over-year metric; vests over 3 years post-certification
Free Cash Flow	PSUs	25%	Capital efficiency and liquidity focus; vests over 3 years post-certification

FY25 ESG modifier applied to second-half executive bonuses at 102.7%, adjusting payouts modestly upward.

Other Directorships & Interlocks

Public company directorships: None disclosed for Marrs.
Related-party and interlocks: No related-party transactions involving Marrs disclosed; the proxy reports no Item 404(a) related party transactions since Feb 1, 2024 other than OneNotary financing (involving director Peter Solvik’s firm), which did not involve Marrs. No family relationships among directors and officers.

Expertise & Qualifications

Finance/audit and risk expertise highlighted in biography; Audit Committee service with “financial expert” designation by Board.
Skills matrix indicates senior leadership, finance, and industry expertise breadth across Board; Marrs included in senior leadership and finance rows.
Global operating experience (ASEAN/South Asia), credit and fraud risk leadership, strategy advisory background.

Equity Ownership

Holder	Beneficial Ownership (Shares)	Ownership %	RSUs Outstanding	Notes
Anna Marrs	8,279	<1%	6,487	As of March 15, 2025 (beneficial ownership table)

Alignment policies:

Stock ownership guidelines: Non-employee directors must hold stock equal to 3.0x Board retainer; compliance required within five years of joining the Board. As of Jan 31, 2025, all non-employee directors either met guidelines or had time remaining to achieve compliance.
Hedging/pledging: Prohibited from short sales, hedging, pledging, margin accounts, or derivative transactions in Docusign securities.

Governance Assessment

Strengths: Independent status; Audit Committee membership and “financial expert” designation; strong finance/risk background; satisfactory attendance; transparent, structured director pay with modest cash and time-based RSUs; robust ownership, clawback, and anti-hedging policies support alignment.
Potential investor focus areas: Classified board structure persists (Board defends as peer-aligned for size/tenure/industry); say‑on‑pay support improved in 2024 (≈45%) but remains below typical levels, though driven by executive—not director—compensation; Board continues engagement on compensation design and governance.
Conflicts/related party: None identified for Marrs; related-party policy and disclosures indicate no transactions involving her.