Alison Gleeson
Director at EGHT
Board
About Alison Gleeson
Alison Gleeson (age 59) is an independent director of 8x8, Inc. (EGHT) serving since 2021; she is Chair of the Compensation Committee and a member of the Technology & Cybersecurity Committee, bringing deep enterprise sales leadership from Cisco where she led a $25B Americas organization and ~9,000 employees across 35 countries . She holds a B.A. in Marketing from Michigan State University and serves on the Eli Broad College of Business Advisory Board; notable recognitions include Woman of IoT, Above and Beyond Legacy Award, and Woman of the Year from Michigan Council for Women in Technology . The Board has determined she is independent under Nasdaq rules, with vendor relationships (ZoomInfo, Elastic) evaluated as immaterial and pre-existing to her board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | SVP, Americas; prior leadership roles (SVP Commercial, VP US Commercial, Area VP, Operations Director, Regional Sales Manager) | 1996–2018 | Led $25B Americas region; built data-driven go-to-market; strengthened top partner relationships |
| Unisys | Management roles | Prior to 1996 | Enterprise technology and sales experience |
| Brighton Park Capital | Special Advisor & Portfolio Committee Member | Since Oct 2019 | Software and tech-enabled services investing perspective |
External Roles
| Organization | Role | Public Company | Notes |
|---|---|---|---|
| Elastic N.V. (ESTC) | Director | Yes | Elastic is a vendor to 8x8; ~$156,000 paid by EGHT in FY25; Board deemed arrangement immaterial and independence preserved |
| ZoomInfo Technologies (ZI) | Director | Yes | ZoomInfo is a vendor to 8x8; ~$0.6 million paid by EGHT in FY25; Board deemed arrangement immaterial and independence preserved |
Board Governance
- Independent director; seven of eight EGHT director nominees are independent; all standing committees are composed solely of independent directors .
- Committee assignments: Chair, Compensation; Member, Technology & Cybersecurity .
- Attendance: Board held seven meetings in FY25; none of the directors standing for re-election attended less than 75% of Board or committee meetings during the periods served .
- Board leadership: Separate Chairman (Dr. Singh) and CEO roles; regular executive sessions of independent directors; majority voting policy for director elections .
- Clawback and trading policies: Company clawback policy adopted in FY24 per Nasdaq rules; hedging and pledging of 8x8 stock prohibited for directors/employees .
Fixed Compensation
| Item | FY25 Program Terms | FY25 Actual (Gleeson) |
|---|---|---|
| Board annual cash retainer | $100,000 (effective July 1, 2024; increased from $40,000 in FY24) | $104,720 fees earned (includes prorated committee/chair fees) |
| Committee member fees | Compensation Committee: $8,000; Technology & Cybersecurity: $5,000; Governance & Nominating: $5,000; Audit: $12,500; Strategic Investment: $5,000 | Included in total fees; specific breakdown not disclosed |
| Committee chair fee | Compensation Chair: $16,000 (increased from $15,000); Tech & Cyber Chair: $12,500; Governance Chair: $14,000; Audit Chair: $25,000 | Included in total fees; Gleeson is Compensation Chair |
| Chairman of the Board stipend | $60,000 (not applicable to Gleeson) | N/A |
| Reimbursements | Travel/meeting expense reimbursements permitted | Not separately disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting Terms |
|---|---|---|---|
| Annual RSU (directors) | Aug 23, 2024 | 79,881 RSUs; aggregate grant-date fair value $155,768 (company-wide valuation basis) | Vests upon completion of the director’s board service year; requires continued service |
| Standard re-election RSU | Annual meeting cycle | $135,000 value (decreased from $175,000 in FY24); settlement election (cash/stock/deferred RSUs) | Vests in full on earlier of completion of year of board service or 12 months from grant; continued service required |
| Initial RSU (new directors) | Appointment/election | $100,000 RSU initial award | Vests in equal annual installments over two years; continued service required |
| Change-in-control treatment | N/A | N/A | All unvested options/RSUs for non-employee directors fully vest upon change-in-control (as defined) |
Directors do not receive performance-based PSUs; existing plan benefits show RSUs granted to current non-employee directors as a group with no PSUs .
Other Directorships & Interlocks
| Company | Relationship to EGHT | FY25 Payments by EGHT | Independence Determination |
|---|---|---|---|
| ZoomInfo (ZI) | Vendor to EGHT | ~$0.6 million | Board considered materiality/pre-existing relationship; maintained Gleeson’s independence |
| Elastic (ESTC) | Vendor to EGHT | ~$156,000 | Board considered materiality; maintained Gleeson’s independence |
Expertise & Qualifications
- Enterprise sales/go-to-market leadership; led Cisco’s Americas ($25B sales) and multiple theaters (Canada, Latin America, US Commercial/Public Sector, Global Enterprise segment) .
- Board experience in public SaaS/data companies (Elastic, ZoomInfo) and advisor to Brighton Park Capital in software/tech-enabled services .
- Academic credential: B.A. Marketing, Michigan State University; Eli Broad College Advisory Board; multiple industry awards recognizing leadership in IoT/diversity/technology .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class (%) | RSUs Expected to Vest within 60 Days | RSUs Outstanding (as of 3/31/25) |
|---|---|---|---|---|
| Alison Gleeson | 84,214 | <1% | 79,881 | 79,881 |
- Non-employee director stock ownership guideline: Lesser of $200,000 of EGHT shares (measured annually) or 40,000 shares beginning after fifth anniversary of election; at $2.00 stock price (3/31/25), threshold was 40,000 shares; four directors with >5 years’ service were compliant; Gleeson (appointed in 2021) is not yet subject to the fifth-year threshold .
- Hedging/pledging prohibited, supporting alignment and risk controls .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Gleeson oversees CEO goal-setting, executive compensation approvals, plan administration, severance/change-in-control agreements, and use of independent compensation consultants—key for pay-for-performance integrity .
- Independence with vendor interlocks: Dual board roles at Elastic and ZoomInfo are potential conflict indicators, but Board reviewed and deemed immaterial; relationships predated her appointments; Audit Committee oversees related-party transactions—mitigated but worth monitoring if payment levels change materially .
- Attendance and engagement: Met ≥75% attendance requirement for Board/committees in FY25, reflecting baseline engagement; Board held seven meetings; Compensation and Technology & Cybersecurity committees held four meetings each, with independent-only composition .
- Director compensation structure: FY25 increased cash retainer ($100k) and lowered equity grant ($135k), shifting mix toward cash while maintaining annual service-based RSUs; change-in-control acceleration remains a standard feature for directors .
- Shareholder responsiveness: Company adjusted executive incentive metrics (e.g., FY25 PSUs tied to cash from operations; FY26 annual plan metrics on service revenue, net new annual subscription revenue, and operating income) reflecting investor feedback—signals active committee oversight of incentive design .
- RED FLAGS to watch: Continued vendor relationships with companies where Gleeson is a director; any escalation in amounts or new transactions would merit review; monitor dilution from equity programs (company reduced RSU grant values and stock-based comp) and application of clawback policy in practice .
Insider Trades
- Section 16(a) compliance: Based on company review, no late filings by officers/directors in FY25—indicates procedural compliance, though individual Form 4 transaction details are not disclosed in the proxy .
Director Compensation Detail (FY25)
| Component | Alison Gleeson ($) |
|---|---|
| Fees Earned or Paid in Cash | 104,720 |
| Stock Awards (grant-date fair value) | 155,768 |
| All Other Compensation | — |
| Total | 260,488 |
Committee Assignments and Meeting Cadence (FY25)
| Committee | Role | Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Technology & Cybersecurity | Member | 4 |
| Board of Directors | Independent Director | 7 (Board total) |
Related-Party Oversight
- Audit Committee reviews/approves related-party transactions; policy prohibits transactions >$120,000 without Audit Committee consent, with specified exceptions; none beyond vendor relationships noted for Gleeson in FY25 .