Blake J. Irving
Director at DOCU
Board
About Blake J. Irving
Independent Class I director of Docusign (DOCU) since August 2018; age 65. Former CEO of GoDaddy (2013–2018), EVP/Chief Product Officer at Yahoo, Corporate VP at Microsoft’s Windows Live Platform Group, and professor in Pepperdine’s MBA program. Education: B.A. in Fine Arts (San Diego State University) and M.B.A. (Pepperdine University). Currently nominated to serve until the 2028 Annual Meeting and is deemed independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoDaddy Inc. | Chief Executive Officer | Jan 2013–Jan 2018 | Led large-scale consumer internet operations; prior board service at GoDaddy noted |
| Yahoo! Inc. | EVP & Chief Product Officer | Not disclosed | Senior product leadership in web services |
| Microsoft Corporation | Corporate Vice President, Windows Live Platform Group (and other senior roles) | Not disclosed | Product/engineering leadership at scale |
| Pepperdine University | MBA Program Professor | Not disclosed | Academic contribution to management education |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | Director | Current | Not disclosed |
| ZipRecruiter, Inc. | Director | Current | Not disclosed |
| GoDaddy Inc. | Director (prior) | Prior | Not disclosed |
Board Governance
- Committees: Chair, Compensation & Leadership Development Committee; Member, Nominating & Corporate Governance Committee. FY25 meetings held: Compensation 4; Nominating 5. All members independent; no compensation committee interlocks or insider participation.
- Independence and leadership: Independent director; Board has an independent Chair (Maggie Wilderotter) with robust authority; majority-independent board and fully independent key committees.
- Attendance and engagement: Board held 24 meetings in FY25; each director attended ≥75% of Board and relevant committee meetings; all continuing directors attended the 2024 Annual Meeting. Compensation Committee members directly participated in stockholder engagement on pay matters.
- Classified board structure: DOCU maintains a classified board; Irving is a Class I nominee for a term through 2028.
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Cash Retainer (Base) | $46,500 | Standard non-employee director retainer |
| Committee Chair Fee (Compensation) | $22,500 | Chair of Compensation Committee |
| Committee Member Fee (Nominating) | $6,000 | Non-chair member |
| Total Cash Fees (Irving) | $75,000 | Sum of items above |
Policy reference:
- Non-Employee Director Compensation Policy: Annual cash retainer $46,500; chair/member fees per committee; Board Chair/Lead Independent Director $102,500 (in lieu of base retainer). No FY25 changes to policy.
Performance Compensation
| Equity Component | FY25 Value | Grant Mechanics | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual RSU Award (continuing directors) | $249,971 | Target $250,000 divided by closing price on grant date | Vests in 4 equal quarterly installments; final vest on earlier of next annual meeting or 1-year anniversary | Annual grants vest in full upon change in control |
- Irving’s FY25 equity grant: $249,971 fair value RSUs under policy.
- RSU vesting and acceleration terms as above.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Autodesk, Inc.; ZipRecruiter, Inc. |
| Prior public company boards | GoDaddy Inc. |
| Compensation Committee interlocks | None disclosed; no DOCU executive serves on a board/comp committee with DOCU’s comp committee members. |
| Related party transactions | No transactions involving Irving disclosed; DOCU’s only related-party disclosure in FY25 involved OneNotary and director Peter Solvik/JSV. |
Expertise & Qualifications
- Skills matrix: Senior Leadership; Finance; Public Board Experience; Industry Expertise; Marketing; Product/Engineering/Operational.
- Experienced operator of large, complex technology businesses (GoDaddy, Yahoo, Microsoft).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 22,108 | Less than 1% of shares outstanding (203,853,091 as of Mar 15, 2025) |
| Outstanding RSU awards | 2,137 | As of Jan 31, 2025 |
| Ownership guidelines | Non-employee directors: 3.0x Board retainer; compliance required within 5 years of joining Board | |
| Compliance status | As of Jan 31, 2025, each non-employee director either satisfied the required level or had additional time to meet it | |
| Hedging/pledging | Prohibited (short sales, hedging, pledging, margin accounts, derivatives) |
Note: Percent of shares outstanding approximates 22,108 / 203,853,091 ≈ 0.0108% (computed from cited figures).
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Irving oversees pay design and human capital strategy; the committee advanced multi-year changes (greater PSU mix, added financial metrics, 3-year TSR PSUs) and conducted extensive stockholder engagement after low Say-on-Pay support in 2023 (16%) and improvement in 2024 (45%). This demonstrates responsiveness but indicates lingering investor scrutiny of pay practices.
- Independence and processes: Independent status affirmed; robust related-person transactions policy; independent Chair; majority-independent board; annual board/committee evaluations—all supportive of board effectiveness.
- Attendance and engagement: Board activity level was high (24 meetings) with strong attendance; committee meeting cadence appropriate. Compensation Committee members participated directly in investor outreach, bolstering governance credibility.
- Director compensation alignment: Cash-to-equity mix favors equity (~$250k RSUs vs $75k cash), with structured vesting and change-of-control acceleration limited to director grants—aligned with shareholder interests; no FY25 inflation in director pay policy.
- RED FLAGS and risks:
- Classified board structure persists; some investors prefer annual elections.
- Executive pay concerns persisted into 2024 (45% say-on-pay), though improving from 2023 (16%); as comp chair, Irving will remain a focal point for investors on compensation rigor.
- No related-party transactions involving Irving disclosed; prohibitions on hedging/pledging mitigate alignment risks.
Overall signal: Strong independence, relevant operating expertise, and active compensation governance/engagement. Key watch areas for investors are continued say-on-pay outcomes and monitoring of compensation design rigor under Irving’s committee leadership.