Elizabeth Theophille
About Elizabeth Theophille
Elizabeth Theophille (age 58) is an independent director at 8x8, Inc. (EGHT), serving since 2019. She is Chair of the Technology & Cybersecurity Committee and a member of the Governance & Nominating Committee, bringing deep expertise in digital transformation, cloud IT services, and European market operations. Her background includes senior technology leadership roles at Novartis and Alcatel‑Lucent; she is currently CEO of EHT Consulting GmbH and serves on the board of SoftwareOne (SIX: SWON) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Chief Technology Transformation Officer | Nov 2020 – Jan 2023 | Led technology transformation programs |
| Novartis AG | Chief Technology & Digital Officer | Nov 2016 – Oct 2020 | Drove cloud/digital adoption |
| Alcatel‑Lucent S.A. | Group Chief Information Officer | 2016 | Oversaw enterprise IT |
| Alcatel‑Lucent S.A. | Chief Technology Officer | 2013 – 2015 | Technology strategy |
| Alcatel‑Lucent S.A. | Vice President, Service Delivery | 2011 – 2012 | Service operations |
| Capgemini S.A.; BP International Ltd.; Vivendi Universal S.A.; Seagram | Various management roles | Prior to 2011 | IT and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EHT Consulting GmbH | Chief Executive Officer | Since Feb 1, 2023 | Private consulting firm |
| SoftwareOne (SIX: SWON) | Board Director | Current | Global software/cloud solutions provider |
Board Governance
- Current committees: Chair, Technology & Cybersecurity; Member, Governance & Nominating .
- FY2025 committee meeting cadence: Tech & Cybersecurity (4), Governance & Nominating (4) .
- Independence: Board determined Theophille is independent under Nasdaq rules; all five standing committees composed solely of independent directors .
- Attendance: The company states that none of the re‑election nominees attended less than 75% of meetings for committees on which they served in FY2025; Board held seven meetings in FY2025 .
- Governance features: Majority voting policy; prohibition on short sales/hedging/pledging by directors; director stock ownership requirements; regular executive sessions .
Fixed Compensation
| Component (FY2025) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $106,683 |
| All Other Compensation (Tax Equalization) | $13,995 |
| Total Cash & Other | $120,678 |
Program structure (applicable to all non‑employee directors, with proration as needed):
- Annual Board retainer: $100,000 (effective July 1, 2024) .
- Committee member annual retainers: Audit $12,500; Compensation $8,000; Governance & Nominating $5,000; Technology & Cybersecurity $5,000; Strategic Investment $5,000 .
- Committee chair annual retainers: Audit $25,000; Compensation $16,000; Governance & Nominating $14,000; Technology & Cybersecurity $12,500; no additional retainer for Strategic Investment chair .
- Chairman of the Board retainer: $60,000 (not applicable to Theophille) .
Performance Compensation
| Equity Component (FY2025) | Detail |
|---|---|
| Stock Awards (Grant Date Fair Value) | $155,768 |
| RSUs Outstanding (as of March 31, 2025) | 79,881 shares |
| Standard Annual RSU on Re‑Election | $135,000 grant value; vests after ~12 months of service; election to receive in cash/stock/deferred RSUs |
| Initial RSU on Appointment | $100,000 grant value; vests in equal annual installments over two years |
| Change‑in‑Control Treatment | All unvested director RSUs and options accelerate on a change‑in‑control |
Note: 8x8’s director equity comprises time‑based RSUs; no director PSUs or option awards were outstanding for Theophille in FY2025. No performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Company | Relationship to 8x8 | Nature |
|---|---|---|
| SoftwareOne (SIX: SWON) | Not disclosed as vendor/customer in proxy | External board role; no related‑party transaction disclosed |
| EHT Consulting GmbH | Not applicable | Private company role |
The proxy discloses vendor relationships for certain directors (e.g., ZoomInfo, Elastic, Rapid7) to assess independence, but does not list any related vendor relationship for Theophille; Board affirmed her independence .
Expertise & Qualifications
- Cloud‑based IT services evangelist and early adopter of innovative technologies; led complex digital transformations and migrations from legacy systems .
- European market expertise and large‑scale enterprise operations leadership .
- Education: B.A. in Business Administration (International Management Center, Buckingham, UK); Higher National Certificate in Computer Science (Glasgow College of Commerce) .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % of Class | Notes |
|---|---|---|---|
| Elizabeth Theophille | 65,181 | <1% | Company’s beneficial ownership table as of May 29, 2025 |
| RSUs Outstanding (Director) | 79,881 | — | Outstanding RSUs as of March 31, 2025 |
| Stock Ownership Guideline Status | In compliance | Subject to director guideline: lesser of $200,000 of stock or 40,000 shares; company states compliance as of June 13, 2025 | |
| Hedging/Pledging | Prohibited | Per corporate governance policies |
Governance Assessment
- Board effectiveness: Chair of Technology & Cybersecurity Committee provides focused oversight of cybersecurity, data privacy, tech strategy, and internal controls; committee met 4 times in FY2025; independence affirmed for all members . This is positive for risk oversight and investor confidence.
- Independence & attendance: Board determined Theophille is independent; company reports committee attendance thresholds met across re‑election nominees; Board held seven meetings in FY2025 .
- Compensation alignment: Cash retainer increase aligns with market; director equity primarily time‑based RSUs with clear vesting and change‑in‑control acceleration; tax equalization applied only to Theophille due to Swiss residence, modest amount ($13,995) .
- Ownership alignment: Director stock ownership guidelines in place; Theophille deemed compliant; restrictions on hedging/pledging support alignment .
- Conflicts/related‑party exposure: Proxy reports no related‑party transactions >$120,000 for directors in FY2025, and none disclosed for Theophille; Audit Committee reviews related‑party transactions; independence reaffirmed .
RED FLAGS
- Tax equalization payments: While modest and disclosed ($13,995), they are atypical for some U.S. boards; not a material concern given policy rationale (limited employer‑related tax equalization) .
- No disclosed conflicts: No vendor or related‑party transactions cited for Theophille; continued monitoring advisable given external board roles (SoftwareOne) .
Section 16 compliance: Company states all officers/directors filed timely Section 16(a) reports in FY2025 .
Overall, Theophille’s cybersecurity leadership and independent status strengthen board oversight quality; compensation and ownership policies indicate alignment, with minor administrative tax equalization noted and no material conflicts disclosed .