Maggie Wilderotter
Board Chair at DOCU
Board
About Maggie Wilderotter
Maggie Wilderotter, age 70, is Docusign’s independent Board Chair (since January 2019) and has served on the Board since March 2018; she also served as interim President & CEO from June–October 2022 . The Board expressly determined she is independent notwithstanding her interim CEO service and related compensation, concluding it does not interfere with her independent judgment . She holds a B.A. in Economics from the College of the Holy Cross and brings significant public company leadership experience across marketing and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Docusign | Interim President & CEO | Jun–Oct 2022 | Led transition; Board later affirmed independence |
| Frontier Communications | President & CEO | Not disclosed | Senior leadership of telecom operator |
| Wilderotter Vineyards | Co-owner | Since Aug 2016 | Private enterprise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Costco Wholesale Corp. | Director | Current | Not disclosed |
| Fortinet, Inc. | Director | Current | Not disclosed |
| Sana Biotechnology | Director | Current | Not disclosed |
| Tanium (private) | Director | Current | Not disclosed |
| Sonoma Biotherapeutics (private) | Director | Current | Not disclosed |
| Prior: Lyft; Hewlett Packard Enterprise; Frontier Communications; Xerox; DreamWorks Animation; Procter & Gamble; Juno Therapeutics; Cadence Design Systems | Director | Prior service | Not disclosed |
Board Governance
- Board Chair responsibilities: calls and presides over Board meetings and independent director sessions, sets agendas/materials; separation of Chair and CEO intended to reinforce Board independence and oversight effectiveness .
- Independence: Board determined Wilderotter is independent (Nasdaq/SEC standards) despite interim CEO service in 2022 .
- Committee assignments: Not a member of Audit, Compensation, or Nominating; she is Board Chair. Committee chairs/members are all independent; Audit chaired by Teresa Briggs; Compensation chaired by Blake Irving; Nominating chaired by Peter Solvik .
- Attendance: Board met 24 times in FY25; each director attended ≥75% of Board and applicable committee meetings; all continuing directors/nomininees attended the 2024 Annual Meeting .
- Governance structure: Classified board retained after peer benchmarking and investor engagement; majority voting for uncontested director elections adopted in FY24 .
- Skills: Wilderotter brings senior leadership, finance, public board experience, industry expertise, cybersecurity/infosec, corporate governance, marketing, and operational skills per Board skills matrix .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Board Chair cash retainer | $102,500 | Paid quarterly in arrears; Chair/Lead Independent fee is in lieu of $46,500 base retainer |
| Annual RSU grant (continuing directors) | $249,971 grant-date fair value | Annual grant valued at $250,000 divided by closing price on grant date; vests in four quarterly installments; full vest on change in control |
| Total FY25 director compensation | $352,471 | Sum of cash fees and stock awards |
Performance Compensation
| Instrument | Performance Metric(s) | Weight | Measurement Period | Vesting |
|---|---|---|---|---|
| Director equity (RSUs) | None | N/A | Annual | Quarterly vest over 1 year; full vest on change in control |
Docusign states it “primarily grant[s] RSUs” to directors and does not tie director pay to performance metrics; option grants are generally not part of the current director program .
Other Directorships & Interlocks
- Current public boards: Costco, Fortinet, Sana Biotechnology .
- Private boards: Tanium (cybersecurity), Sonoma Biotherapeutics (gene therapy) .
- Related-party/transactions: Company discloses no related-party transactions since Feb 1, 2024 other than an OneNotary investment involving director Peter Solvik/JSV; no family relationships among directors/executives; no Wilderotter-related transactions are disclosed .
- Potential interlocks: No disclosed business dealings between Docusign and Wilderotter-affiliated companies; Audit Committee oversees related-person transactions under a formal policy .
Expertise & Qualifications
- Education: B.A. Economics (College of the Holy Cross) .
- Board skills: senior leadership; finance; public board experience; cybersecurity/infosec; corporate governance; marketing; operational expertise .
- Chair leadership: independent Chair with authority over agendas and executive sessions; enhances Board oversight and management accountability .
Equity Ownership
| Holder | Beneficial Shares | Options (exercisable ≤60 days) | RSUs Outstanding | Ownership % |
|---|---|---|---|---|
| Maggie Wilderotter | 59,547 | 3,000 | 2,137 | <1% |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 3.0x Board retainer; as of Jan 31, 2025, each non-employee director either satisfied the guideline or had additional time remaining to comply .
- Hedging/pledging: Prohibited for employees/directors (no short sales, hedging, pledging, margin accounts, or derivatives) under compensation practices and Insider Trading Policy .
Governance Assessment
- Strengths:
- Independent Board Chair with defined authority; separation from CEO enhances oversight .
- Board reaffirmed Wilderotter’s independence despite 2022 interim CEO service .
- High engagement standards and attendance (≥75% for all directors); robust committee independence and charters .
- Director pay structure aligned to service (cash retainer + time-based RSUs); clear ownership guidelines and anti-hedging/pledging .
- Watch items:
- Classified board structure remains despite investor scrutiny; Board cites peer alignment and long-term strategy rationale—investors should monitor continued engagement and evolution .
- Board Chair regularly attends Compensation Committee meetings and provides recommendations; while common for Chairs, it concentrates compensation oversight influence—maintain transparency on responsiveness to investor feedback .
- Say-on-Pay support improved from ~16% (2023) to ~45% (2024) but remains below typical levels; Compensation Committee cites changes to PSU mix/metrics—ongoing alignment is critical for investor confidence .
No related-party transactions are disclosed for Wilderotter; no family relationships; insider trading/hedging is restricted—no pledging red flags disclosed .
RED FLAGS
- None disclosed specific to Wilderotter (no related-party transactions; independence affirmed; attendance ≥75%) .
- Broader governance red flag to monitor: persistent classified board structure, which some investors view unfavorably despite Board’s rationale .