John Pagliuca
About John Pagliuca
John Pagliuca (age 48) is an independent director of 8x8, Inc., appointed to the Board on November 18, 2024. He currently serves on the Audit Committee. Pagliuca is Chief Executive Officer of N‑able, Inc. (NYSE: NABL), with prior senior roles at SolarWinds and LogicNow, and holds a Bachelor’s degree from Merrimack College and an MBA from Babson College . In fiscal 2025, he attended one of the two remaining Board meetings after his appointment (Board held seven total) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N‑able, Inc. | Chief Executive Officer | Not disclosed; current | Led spin-off from SolarWinds; scaled global SaaS MSP platform |
| N‑able, Inc. | President | Prior to CEO | Oversaw global operations and strategy |
| SolarWinds (MSP division/LogicNow) | Senior executive roles | Prior to N‑able | Expanded MSP platform globally |
External Roles
| Organization | Role | Public/Private | Notable Governance/Interlocks |
|---|---|---|---|
| N‑able, Inc. (NABL) | CEO | Public | No related-party transactions with 8x8 disclosed; independence affirmed |
Board Governance
- Independence: The Board determined Pagliuca is independent under Nasdaq rules; all five standing Board committees consist solely of independent directors .
- Committee assignments: Audit Committee member (appointed February 17, 2025, replacing Monique Bonner) .
- Attendance: Board held seven meetings in fiscal 2025; Pagliuca attended one of the last two after his November 2024 appointment. No director standing for re‑election attended less than 75% of committee meetings during the period served .
- Governance processes: Independent Chair (not CEO); regular executive sessions without management; updated committee structure (added Strategic Investment Committee in January 2025) .
- Shareholder votes: 2025 say‑on‑pay advisory vote passed (For: 84,430,042; Against: 1,547,210; Abstain: 178,528; Broker non‑votes: 21,780,292). All director nominees, including Pagliuca, were elected .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 36,957 | Pro‑rated annual Board/committee retainers after November 2024 appointment |
| Stock Awards (Grant‑Date Fair Value) | 199,860 | RSU grants (aggregate fair value per ASC 718) |
| All Other Compensation | — | None |
| Total | 236,817 | Sum of cash and equity fair value |
Director cash fee schedule effective FY2025 (rate changes effective July 1, 2024): Board annual retainer $100,000; committee member retainers: Audit $12,500; Compensation $8,000; Governance $5,000; Technology & Cybersecurity $5,000; Strategic Investment $5,000; committee chair fees: Audit $25,000; Compensation $16,000; Governance $14,000; Technology & Cybersecurity $12,500; Chairman of the Board $60,000. Proration applies for partial terms; directors may elect deferrals .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Value Notes |
|---|---|---|---|---|
| RSU (annual board service year) | Nov 18, 2024 | 36,182 | Vests upon completion of the board service year in effect at grant; subject to continued service | |
| RSU (initial 2‑year grant) | Nov 18, 2024 | 36,231 | Vests in two equal installments on 1st and 2nd anniversaries of grant; subject to continued service | |
| Aggregate Stock Awards (FY2025) | FY2025 | — | — | $199,860 grant‑date fair value (ASC 718). No stock options outstanding for non‑employee directors |
Program terms for non‑employee directors (FY2025): initial RSUs equal in value to $100,000 vesting over two years; annual RSUs equal in value to $135,000 vesting at next annual meeting (or prorated for off‑cycle appointments); re‑election grants equal in value to $135,000 vest on completion of year of service (cash/stock/deferred RSU election available). Discretionary awards may be granted for exemplary service .
Change‑in‑control: Unvested RSUs and stock options held by non‑employee directors accelerate and become fully vested upon a change‑in‑control (single trigger). Separately, the 2022 Equity Incentive Plan does not permit single‑trigger acceleration unless awards are not assumed/substituted; the plan includes clawback provisions and prohibits repricing without shareholder approval .
Clawback: Company‑wide clawback policy adopted in fiscal 2024 (Nasdaq‑compliant), plus plan‑level clawback provisions under the 2022 Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Relationship to 8x8 (if any) |
|---|---|---|---|
| N‑able, Inc. | CEO | Not disclosed | No 8x8 related‑party transactions disclosed; independence affirmed |
No vendor/customer interlocks disclosed for Pagliuca (contrast: other directors had vendor relationships reviewed for materiality) .
Expertise & Qualifications
- SaaS leadership: Track record scaling global SaaS businesses and MSP platforms; go‑to‑market, operational excellence, and financial discipline .
- Technology innovation: Experience in managed services software, IT management, and digital transformation .
- Education: Bachelor’s (Merrimack College); MBA (Babson College) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | — | As of May 29, 2025; percent of class indicated as “* less than 1%” |
| RSUs Expected to Vest within 60 days (of May 29, 2025) | 36,182 | Counted for beneficial ownership per footnote |
| Outstanding RSUs (as of March 31, 2025) | 72,413 | Total RSUs outstanding for Pagliuca |
| Ownership Guidelines (Directors) | Lesser of $200,000 or 40,000 shares | Measurement annually; applies beginning fiscal year end following fifth anniversary of director’s election. As of FY2025, four directors were subject; Pagliuca was not yet subject |
| Hedging/Pledging | Prohibited | Company prohibits short sales, hedging, pledging, or derivative transactions by directors |
Governance Assessment
-
Strengths
- Independent director on Audit Committee; financial and operational SaaS expertise aligns with 8x8’s transformation priorities .
- High shareholder support in 2025 director elections; strong say‑on‑pay approval, indicating investor confidence in governance (election For votes 77.4M in Pagliuca’s case; say‑on‑pay For 84.4M) .
- Robust governance policies: independent committees; clawback policy; prohibition on hedging/pledging; majority voting; regular executive sessions .
-
Watch items
- Attendance: Attended 1 of 2 Board meetings post‑appointment in FY2025 due to late‑year start; ensure sustained engagement in FY2026 given Audit Committee responsibilities .
- Director equity awards feature single‑trigger acceleration upon change‑in‑control, which may reduce retention incentives through a transaction; balanced by overall plan provisions discouraging single‑trigger acceleration unless awards aren’t assumed/substituted .
- Beneficial ownership initially low (no outright share ownership disclosed as of May 29, 2025, with RSUs pending); ownership guideline compliance not yet applicable until five years post‑election .
-
Conflicts/related‑party exposure
- No related‑party transactions or vendor relationships disclosed for Pagliuca; Board affirmed independence. Vendor relationships for other directors were reviewed for materiality and did not impair independence .
-
Compensation structure signals
- FY2025 director pay balanced cash/equity (cash $36,957; equity fair value $199,860; prorated due to appointment). Equity is time‑based RSUs; no options outstanding; no director PSUs, limiting pay‑for‑performance linkage for directors by design. Use of independent consultant (Compensia) and benchmarking mitigates inflation risk .
RED FLAGS: None explicitly disclosed for Pagliuca (no pledging/hedging, no related‑party transactions, committee independence maintained). Single‑trigger director acceleration on change‑in‑control is shareholder‑unfriendly relative to double‑trigger standards and warrants monitoring .