Cain A. Hayes
About Cain A. Hayes
Independent Class II director at Docusign since December 2020; age 55. Former CEO of Point32Health (Jul 2021–Oct 2024) and Gateway Health Plan (Nov 2018–Jun 2021), with senior leadership roles at Blue Cross and Blue Shield of Minnesota and Aetna. Education: B.S. in Business Administration (Drake University), MBA (Webster University); Certified Employee Benefit Specialist (CEBS), Wharton School. Serves on Docusign’s Compensation and Leadership Development Committee; identified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Point32Health (Harvard Pilgrim + Tufts Health Plan) | Chief Executive Officer | Jul 2021 – Oct 2024 | Led large health and well-being organization |
| Gateway Health Plan | President & CEO | Nov 2018 – Jun 2021 | Managed leading managed care organization |
| Blue Cross & Blue Shield of Minnesota | President & COO, Health Business | Apr 2017 – Nov 2018 | Operated health business; payer operations |
| Aetna | President, National Accounts; other senior roles | Nov 2010 – Mar 2017 | Grew complex national accounts; payer expertise |
| Nationwide Insurance; Principal Financial Group | Senior executive roles | Prior to 2010 | Financial services leadership |
External Roles
- No other public company directorships disclosed in Docusign’s proxy. Prior executive leadership roles noted above (not board roles) .
Board Governance
| Item | Detail |
|---|---|
| Board classification | Classified board; Hayes is Class II (term through 2026 annual meeting) |
| Independence | Board determined Hayes is independent under SEC/Nasdaq standards |
| Committee assignments | Compensation & Leadership Development Committee (member) |
| Committee chairs | None (Hayes is not a chair) |
| Board Chair | Independent Chair (Maggie Wilderotter) |
| Attendance | Board held 24 meetings in FY25; each member attended ≥75% of Board/committee meetings for which they served |
| Evaluations | Annual Board/committee self-evaluations overseen by Nominating Committee |
| Interlocks | No compensation committee interlocks; no insider participation |
Fixed Compensation (Director)
| Component | FY25 Amount | Notes |
|---|---|---|
| Cash fees (Hayes) | $57,900 | Reflects base retainer and committee member fees |
| Standard cash retainer | $46,500 | Paid quarterly; pro-rated for partial service |
| Committee member fee (Compensation) | $11,400 | Non-chair member fee |
| Other committee fees | Audit member $15,000; Nominating member $6,000; Chair fees vary (Audit $30,000; Compensation $22,500; Nominating $12,200) |
Performance Compensation (Director)
| Equity Component | FY25 Amount/Structure | Vesting | Change-in-Control |
|---|---|---|---|
| Annual RSU grant (Hayes) | $249,971 grant-date fair value | Vests in four quarterly installments; final installment by next annual meeting or 1-year from grant | Annual grants vest in full upon change-in-control |
| Outstanding RSUs (as of 1/31/25) | 2,137 units | Quarterly vesting per policy | As above |
Directors at Docusign receive time-based RSUs; no PSUs/options are part of standard non-employee director equity grants (Hayes has no disclosed options) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Docusign |
| Committee interlocks | None; no reciprocity with other companies’ boards/comp committees |
| Related-party transactions | None involving Hayes disclosed; company noted a related OneNotary transaction connected to director Peter Solvik/JSV, not Hayes |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Senior leadership in healthcare/financial services | CEO roles at Point32Health; Gateway Health; senior Aetna leadership |
| Finance and risk | Skills matrix flags Finance, Risk Management |
| Cyber/Info security awareness | Skills matrix flags Cybersecurity/Information Security |
| Corporate governance | Skills matrix flags Corporate Governance |
| Education & credentials | B.S. (Drake), MBA (Webster), CEBS (Wharton) |
Board skills matrix does not mark Hayes for “Public Board Member Experience,” suggesting limited prior public board roles pre-Docusign; nonetheless he serves as an independent director with relevant sector expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cain A. Hayes | 11,732 | <1% | As of March 15, 2025; includes direct/indirect per proxy |
| Outstanding RSUs (director) | 2,137 | — | As of January 31, 2025 |
Stock ownership guidelines require non-employee directors to hold equity equal to 3x the Board retainer; company disclosure states all directors either have met guidelines or have time remaining to comply under the 5-year window .
Governance Assessment
- Board effectiveness: Hayes contributes sector expertise (healthcare/financial services), finance, risk, and cybersecurity skills; independent status and Compensation Committee service support oversight of pay and human capital policies .
- Alignment & incentives: Director pay mix is heavily equity-based (FY25 stock awards $249,971 vs cash $57,900), promoting alignment; RSUs accelerate on change-in-control (market standard). Ownership guidelines (3x retainer) strengthen alignment; Hayes holds 11,732 shares and 2,137 outstanding RSUs .
- Conflicts/related party exposure: No Hayes-related transactions disclosed; compensation committee interlocks absent; insider trading policy prohibits hedging/pledging, reducing misalignment risk .
- Engagement/attendance: Company reports ≥75% attendance for all directors; independent Chair structure enhances oversight; annual evaluations in place .
- Broader governance signals: Say-on-Pay support improved from ~16% (2023) to ~45% (2024), with continued shareholder engagement and program changes; while not specific to Hayes, as a Compensation Committee member he is part of the oversight contributing to responsiveness .
RED FLAGS: None identified specific to Hayes in FY25 disclosures. Company-wide items to monitor include classified board structure (Board defends as appropriate for size/tenure/industry) and historically low say-on-pay (improving but below typical support), which could draw investor scrutiny; Hayes’ role on the Compensation Committee makes ongoing responsiveness important .