Andrew Burton
Director at EGHT
Board
About Andrew Burton
Andrew Burton (age 53) joined 8x8, Inc.’s Board on June 17, 2024; he is an independent director with deep SaaS operating experience and cybersecurity exposure. He currently serves as CEO of commercetools and previously was President & COO at Rapid7; earlier roles include CEO of Logentries and SVP of products/engineering at LogMeIn. He holds a B.S. from Oregon State University, an MSc in Information Systems from University College Dublin, and an MBA from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rapid7 (NASDAQ: RPD) | President & COO | Prior to 2024 | Led sales/marketing, GTM, product and operations; cybersecurity domain expertise . |
| Logentries | Chief Executive Officer | Pre-2015 | Led to acquisition by Rapid7 (Oct 2015) . |
| LogMeIn (NASDAQ: LOGM) | SVP, Products & Engineering | Pre-IPO through high-growth public phase | Instrumental from venture-backed startup through successful IPO and scaling . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| commercetools GmbH | Chief Executive Officer | 2024–present | Leads global commerce tech; underscores digital and cloud experience . |
| Public company board service (current) | — | — | None disclosed beyond EGHT . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Burton is independent under Nasdaq Rule 5605(a)(2) and Company standards . |
| Committee Memberships | Strategic Investment Committee (Chair); Audit Committee (Member); Technology & Cybersecurity Committee (Member) . |
| Committee Meeting Counts (FY2025) | Strategic Investment: 2; Audit: 5; Technology & Cybersecurity: 4 . |
| Board Meetings (FY2025) | Board met 7 times; all committee members standing for re‑election met ≥75% attendance on committees served; overall board attendance ≥75% for seven of eight nominees (Pagliuca joined late and attended 1/2) . |
| Governance Practices | Prohibitions on short sales, hedging or pledging by directors; majority voting policy; five standing committees all independent . |
| Chair/Leadership | Independent Chairman (Dr. J. P. Singh); separate Chair/CEO roles . |
Fixed Compensation
| Component | Program Terms |
|---|---|
| Annual Board Cash Retainer | $100,000 (effective July 1, 2024; up from $40,000) . |
| Committee Member Fees | Audit: $12,500; Compensation: $8,000; Governance & Nominating: $5,000; Technology & Cybersecurity: $5,000; Strategic Investment: $5,000 . |
| Committee Chair Fees | Audit: $25,000; Compensation: $16,000; Governance & Nominating: $14,000; Technology & Cybersecurity: $12,500; Strategic Investment: no additional chair retainer . |
| Chairman of the Board | $60,000 annual cash retainer . |
| FY2025 Cash Earned (Burton) | $72,308 (pro‑rated for partial year service) . |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Fair Value |
|---|---|---|---|---|
| Initial RSU (appointment) | Jun 17, 2024 | 49,751 shares | Two equal installments on 1st and 2nd anniversaries of grant (service‑based) . | Included in FY2025 stock award total $267,138 . |
| Pro‑rated annual RSU (service year in progress at appointment) | Jun 17, 2024 | 5,657 shares | Vests upon completion of that board service year (service‑based) . | Included in FY2025 stock award total $267,138 . |
| Standard annual RSU (directors) | Aug 23, 2024 | 79,881 shares | Vests upon completion of board service year (service‑based) . | Directors receive $135,000 value RSU at re‑election (reduced from $175,000); initial RSU $100,000 . |
| Change‑in‑Control (Directors) | — | — | All unvested RSUs accelerate upon change‑in‑control; options (if any) also accelerate . |
Notes:
- Non‑employee directors do not receive performance‑based awards (no PSU metrics apply to directors). Executive PSU metrics for FY2025 were tied to cash flow from operations; FY2026 annual cash plan metrics: service revenue, net new annual subscription revenue, and operating income—context for pay‑for‑performance program design .
Other Directorships & Interlocks
| Entity | Relationship | Amount/Notes | Board View |
|---|---|---|---|
| Rapid7, Inc. | Vendor to 8x8 while Burton served as President & COO at time of his EGHT Board appointment; Burton has since left Rapid7 to become CEO of commercetools GmbH | ~$183,000 payments by 8x8 to Rapid7 in FY2025 | Considered immaterial from both company perspectives; vendor relationship pre‑dated Burton’s EGHT Board service; independence affirmed . |
Expertise & Qualifications
- Scaled multiple SaaS businesses; led GTM, product, engineering, and operations across public tech companies; cybersecurity exposure via Rapid7 .
- Member of Technology & Cybersecurity Committee overseeing tech strategy, data privacy, cybersecurity risk, and internal controls .
- Chairs Strategic Investment Committee, advising on capital allocation (dividends/repurchases), debt, M&A, and external investments .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (shares) | 3,677 shares; <1% of class . |
| RSUs Outstanding (as of Mar 31, 2025) | 129,632 RSUs . |
| RSUs Vesting within 60 Days (as of May 29, 2025) | 104,757 shares expected to vest within 60 days . |
| Stock Ownership Policy (Directors) | Must hold lesser of $200,000 of stock (measured annually) or 40,000 shares beginning after 5th anniversary; as of Mar 31, 2025 four longer‑tenured directors were subject and compliant; Burton not yet subject due to tenure . |
| Hedging/Pledging | Prohibited for directors (and employees/management) . |
| Shares Pledged | None disclosed; policy prohibits pledging . |
Governance Assessment
- Committee influence and capital allocation oversight: Burton is Chair of the Strategic Investment Committee; focus areas include debt reduction, shareholder returns, and M&A diligence—positive for capital discipline and investor confidence .
- Independence and conflict management: Board evaluated Rapid7 vendor relationship (~$183k in FY2025) and affirmed Burton’s independence; relationship pre‑dated his EGHT appointment and he has since moved to commercetools—mitigates conflict risk .
- Attendance and engagement: FY2025 board met 7 times; committees all‑independent; no director standing for re‑election attended <75% of their committee meetings—supports effectiveness .
- Director compensation mix: Program increased cash retainer to $100k and lowered standard RSU re‑election value to $135k (from $175k), adding Strategic Investment Committee fees; Burton’s FY2025 compensation totaled $339,446 (cash $72,308; stock $267,138), aligned with service‑based equity rather than performance awards—neutral for alignment; acceleration on change‑in‑control is a potential dilution/perception risk if a transaction occurs .
- Related‑party posture: No related‑party transactions >$120k with material director interest beyond independence‑reviewed vendor relationships; Audit Committee pre‑approves and oversees related‑party transactions—sound controls .
- Stock alignment: Significant RSU holdings and vesting schedules provide continued exposure; ownership guidelines will apply after 5 years; prohibition on hedging/pledging improves alignment .
RED FLAGS
- Change‑in‑control acceleration for director RSUs may be viewed as shareholder‑unfriendly in some governance frameworks, although common in tech; monitor any transaction proposals for potential optics .
- Historical vendor relationship with Rapid7 while Burton was an executive (now ceased) requires continued disclosure vigilance; Board’s independence determination mitigates, but investors may still scrutinize technology vendor decisions .
Positive signals
- Independent leadership across committees; explicit capital allocation oversight via Strategic Investment Committee chaired by Burton; comprehensive cybersecurity oversight; majority voting and no hedging/pledging practices—supports board effectiveness .