James Beer

About James Beer

Independent director (Class II) at Docusign since August 2020; age 64; Audit Committee member and designated “audit committee financial expert.” Former CFO at Atlassian (Feb 2018–Jun 2022), McKesson (Sep 2013–Dec 2017), Symantec, and AMR/American Airlines; currently serves on the boards of Alaska Air Group and Zscaler. Education: B.S. Aeronautical Engineering (Imperial College, London) and MBA (Harvard) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Atlassian Corporation	Chief Financial Officer	Feb 2018–Jun 2022	Led public-company finance; enterprise software experience
McKesson Corporation	EVP & Chief Financial Officer	Sep 2013–Dec 2017	Healthcare and IT finance leadership
Symantec (Gen Digital)	EVP & Chief Financial Officer	Not disclosed	Managed worldwide finance; cybersecurity exposure
AMR Corp./American Airlines	Chief Financial Officer	Not disclosed	Airline sector capital and operations experience

External Roles

Organization	Role	Tenure	Committees/Impact
Alaska Air Group	Director	Current	Not disclosed
Zscaler, Inc.	Director	Current	Not disclosed
ForeScout Technologies	Director (prior)	Not disclosed	Prior network security board experience

Board Governance

Independence: Board determined Mr. Beer is independent under SEC/Nasdaq standards .
Committee assignment: Audit Committee member (committee met 5 times in FY25; all members independent and “audit committee financial experts”) .
Attendance: Board held 24 meetings in FY25; each director attended at least 75% of applicable Board/committee meetings; all continuing directors attended the 2024 annual meeting .
Board structure: Classified board retained after review; majority voting adopted for uncontested elections (FY24) .
Skills matrix highlights for Beer: Senior leadership, Finance, Public board experience, Industry expertise, Cybersecurity/Information Security, Risk management .

Fixed Compensation

Component	FY25 Amount	Notes
Cash retainer	$46,500	Paid quarterly in arrears; pro-rated for partial service
Audit Committee member fee (non-chair)	$15,000	FY25 committee fee schedule
Total cash fees (FY25)	$61,500	Reported for James Beer

Performance Compensation

Equity Type	FY25 Grant Value (Fair Value)	Shares Outstanding (as of 1/31/25)	Vesting & Terms
RSUs (annual non-employee director award)	$249,971	2,137 RSUs	Annual grant set at $250,000 divided by grant-date closing price; vests in 4 equal quarterly installments; full vest on change-in-control
Stock options	—	—	Company generally grants RSUs/PSUs; Beer has no options

Director awards are time-based; no director-specific performance metrics (TSR, revenue, etc.) apply to non-employee director equity; equity accelerates upon change-in-control per policy .

Other Directorships & Interlocks

Company	Relationship to DOCU	Potential Conflict Indicator
Alaska Air Group; Zscaler	External public boards	No related-party transactions disclosed involving Beer; company reports no Item 404 transactions since Feb 1, 2024 (OneNotary transaction involved another director) .

Expertise & Qualifications

Financial expertise: Audit Committee financial expert per Board’s qualitative assessment; CFO roles across tech, healthcare, and airlines .
Cybersecurity oversight: Audit Committee oversees cybersecurity risk and compliance; Board receives regular updates; Beer’s matrix indicates cybersecurity/information security skill .
Education: Imperial College B.S. Aeronautical Engineering; Harvard MBA .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
James Beer	18,394	* (<1%)	Includes 5,543 shares held indirectly in trust
RSUs outstanding (director awards)	2,137	—	As of Jan 31, 2025
Options	—	—	None outstanding

Stock ownership guidelines: Non-employee directors must hold shares equal to 3× the Board retainer; as of Jan 31, 2025, each non-employee director either met the guideline or had time remaining to comply .
Hedging/pledging: Company prohibits short sales, hedging, pledging, margin accounts, and derivatives for employees/directors .

Governance Assessment

Strengths
- Deep CFO background across multiple sectors; designated audit committee financial expert; contributes to robust financial oversight and risk management .
- Active Audit Committee participation; committee independence and cybersecurity oversight strengthen board effectiveness .
- Director pay structure emphasizes equity alignment (Beer’s FY25 total $311,471; stock awards $249,971), supporting skin-in-the-game with time-based RSUs and change-in-control vesting clarity .
Watch items / potential red flags
- Classified board persists despite investor preferences for annual elections; Board concluded structure is appropriate for DOCU’s stage, but some investors view classifications negatively .
- Company-wide Say-on-Pay support improved but remained low (≈16% in 2023; ≈45% in 2024), indicating lingering compensation concerns; while not Beer-specific, it can affect investor confidence in overall governance .
- Multiple external directorships (Alaska Air Group, Zscaler) increase time commitments; no conflicts disclosed, but continued monitoring for related-party exposures is prudent .
Engagement/attendance signals
- Board met 24 times; minimum 75% attendance met by all directors; all continuing directors attended 2024 annual meeting—positive engagement indicator .
Compensation risk controls
- Prohibition on hedging/pledging; stock ownership guidelines for directors; independent compensation consultant input on director pay; annual policy review and $600,000 cap on director total pay (cash + equity) per year .

Overall: Beer’s finance and risk credentials, audit committee role, and equity-aligned pay support board effectiveness and investor alignment. Monitor broader governance optics (classified board; Say‑on‑Pay history) and any future interlocks for conflicts, though none are disclosed for Beer today .