Mike Rosenbaum
DOCUSIGNAbout Mike Rosenbaum
Mike Rosenbaum was appointed to Docusign’s Board effective September 3, 2025 as a Class III director with a term expiring at the 2027 Annual Meeting. The Board determined he is independent under SEC and Nasdaq standards and disclosed no related-party transactions under Item 404(a). He entered Docusign’s standard indemnity agreement; compensation will follow the company’s Non-Employee Director Compensation Policy . Rosenbaum is the CEO of Guidewire and previously served as EVP of Product at Salesforce; Docusign highlighted his platform growth, product, and go-to-market expertise in announcing his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce | EVP of Product | Not disclosed | Led product management and strategy for core CRM offerings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guidewire Software | Chief Executive Officer | Current | CEO of a leading enterprise SaaS company |
Board Governance
- Appointment: Class III director effective Sept 3, 2025; independent; no related-party transactions; standard indemnity agreement .
- Committee assignments: Not disclosed in the appointment 8-K/press release .
- Board structure context: Docusign maintains a majority-independent board, an independent Chair, and fully independent Audit, Compensation, and Nominating committees . The Board held 24 meetings in the last fiscal year; all members met the 75% attendance threshold .
Fixed Compensation
Non-Employee Director Compensation Policy (FY2025):
| Component | Amount | Vesting/Terms |
|---|---|---|
| Cash Retainer | $46,500 | Paid quarterly, prorated for partial service |
| Annual RSU (continuing directors) | $250,000 divided by closing price on grant date | Vests in 4 equal quarterly installments; full vesting on change-in-control |
| Initial RSU (new directors) | $500,000 divided by closing price on grant date | Vests over 3 years in equal quarterly installments; full vesting on change-in-control |
| Board Chair fee (non-employee) | $102,500 | In lieu of base cash retainer |
| Lead Independent Director fee (non-employee) | $102,500 | In lieu of base cash retainer |
| Audit Chair / Member | $30,000 / $15,000 | Paid quarterly |
| Compensation Chair / Member | $22,500 / $11,400 | Paid quarterly |
| Nominating Chair / Member | $12,200 / $6,000 | Paid quarterly |
| Annual cap (cash+equity) | $600,000 | Limit per 2018 Equity Incentive Plan |
Performance Compensation
Director grants are time-based RSUs; Docusign does not disclose performance-based equity (PSUs/options) for non-employee directors. Vesting and change-in-control terms:
| Grant Type | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|
| Annual RSU grant | Quarterly over ~1 year | Vests in full upon change in control |
| Initial RSU grant | Quarterly over 3 years | Vests in full upon change in control |
Other Directorships & Interlocks
| Company | Role | Interlock/Related Party | Notes |
|---|---|---|---|
| Guidewire Software | CEO | None disclosed | Board affirmed independence; no Item 404(a) transactions |
Expertise & Qualifications
- Platform growth, product, and go-to-market expertise from leading enterprise SaaS businesses (Guidewire CEO; Salesforce EVP of Product) .
- Board assessed independence and fit with Docusign’s transformation toward Intelligent Agreement Management (IAM) .
Equity Ownership
- Beneficial ownership for Rosenbaum at Docusign not yet disclosed (appointment post FY2025 proxy). Directors and executives must meet stock ownership guidelines: non-employee directors 3.0x Board retainer within five years; guidelines exclude unvested RSUs/PSUs . Hedging, pledging, and derivative transactions in Docusign securities are prohibited for directors .
Governance Assessment
- Strengths: Independent appointment with explicit no related-party transactions; expertise aligned to Docusign’s IAM and AI strategy; compensation follows standardized policy with modest cash retainer and equity vesting aligned to tenure, plus robust director independence and committee structures .
- Oversight quality: Independent Chair and majority-independent board; annual board/committee self-evaluations; clear committee charters (Audit, Compensation, Nominating) and risk/ESG oversight delineation .
- Alignment policies: Mandatory stock ownership for directors; clawback policy (company-wide for incentive-based compensation); insider trading policy with hedging/pledging prohibitions .
- RED FLAGS: None disclosed specific to Rosenbaum at appointment (no related-party exposure; independence affirmed). Committee assignments pending disclosure; monitor for potential time-commitment conflicts as a sitting CEO, though the Nominating Committee oversees board composition, time commitments, and independence criteria on an ongoing basis .