Laurence Denny
Chief Legal Officer and Corporate Secretary at EGHT
Executive
About Laurence Denny
Laurence Denny, age 52, is Chief Legal Officer and Corporate Secretary of 8x8, Inc. since December 2022; he previously served as Chief Compliance Officer/Deputy General Counsel (June–December 2022) and Deputy General Counsel (April 2019–June 2022). He holds a B.A. from the University of California, Irvine and a J.D. from Columbia Law School; he is a member of the State Bar of California . Company performance context under his tenure: FY2025 revenue declined 2% to $715M, GAAP operating profit was $15.2M (2% margin), and cash flow from operations was $64M; service revenue from the 8x8 customer base (ex-Fuze) grew 3% YoY while prior TSR-based PSU cycles largely failed to vest due to underperformance versus the S&P Software & Services index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 8x8, Inc. | Chief Legal Officer & Corporate Secretary | Dec 2022–present | Leads global legal, compliance, corporate governance, and security; implemented clawback and hedging/pledging prohibitions and supports capital structure actions . |
| 8x8, Inc. | Chief Compliance Officer; Deputy General Counsel & Assistant Corporate Secretary | Jun 2022–Dec 2022 | Oversaw compliance, procurement, security; continuity through leadership transition . |
| 8x8, Inc. | Vice President, Deputy General Counsel & Assistant Corporate Secretary | Apr 2019–Jun 2022 | Supported litigation, employment, corporate, and global legal operations . |
| Extreme Networks | Vice President, Deputy General Counsel & Assistant Corporate Secretary | Jan–Apr 2019 | Legal leadership in network equipment sector . |
| TiVo Corporation (Rovi) | Vice President, Deputy General Counsel & Assistant Corporate Secretary | Sep 2016–Jan 2019 | Led digital entertainment technology legal work during integration cycles . |
External Roles
No public or private company directorships or committee roles are disclosed in the proxy biography for Mr. Denny .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 340,083 | 347,320 | 355,250 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 100,000 one-time bonus for performance on refinancing activities | — (annual cash incentive paid via non‑equity incentive plan: $93,363) | — (annual cash incentive plan suspended) |
Notes:
- Annual cash incentive plan was suspended for FY2025; reinstated for FY2026 with service revenue, net new annual subscription revenue, and operating income metrics .
- FY2024 non‑equity incentive plan payout for Mr. Denny was $93,363 .
Performance Compensation
| Award Plan | Metric | Weighting in LTI | Target | Actual (FY2025) | Payout Earned | Vesting Mechanics |
|---|---|---|---|---|---|---|
| 2025 EPP (Granted 9/15/2024) | Cumulative Cash Flow from Operations (CFFO) | 50% of LTI (PSUs) | FY2025: $100M → 66% vest; multi‑year target: $150M → 100% vest | $63M CFFO (FY2025) | 42% of target PSUs earned (Denny: 47,250 of 112,500 target PSUs) | Up to 66% can vest after year 1; remaining vests once multi‑year CFFO targets certified for FY2026/27 . |
| 2024 EPP (Granted 6/15/2023) | Absolute stock price increase | 50% of LTI (PSUs for NEOs overall) | +130% price to $8.88 for 100% payout; +70% to $6.56 for 33% payout | Below threshold (highest price $3.27) | 0% earned | Time‑vests 33.3% annually over 3 years, but PSU payout requires stock hurdle . |
| 2023 EPP (Granted 12/15/2022 for Denny) | Relative TSR vs S&P Software & Services Index | Included in EPP; 50% tranche ended FY2024 below threshold | 50th percentile for 100% payout; 25th percentile for 50% payout | 0.76 percentile for 2022–2024 tranche | 0% earned; 2022–2025 tranche “to be determined” at period end | Earned at period end; forfeiture if below threshold . |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 79,608 |
| % of shares outstanding | 0.06% (79,608 / 135,092,912; calc from ) |
| RSUs – unvested position (by grant) | 3,836 (6/15/2022); 14,368 (12/15/2022); 41,667 (6/15/2023); 112,500 (9/15/2024) |
| PSUs – FY2025 earned and outstanding | Earned: 47,250 (first tranche at 42%); Un-earned target remainder: 65,250 (FY2026/27 potential) |
| PSUs – prior plans outstanding at target | 100,000 (6/15/2023 stock price PSU); 28,735 (12/15/2022 TSR PSU) |
| Options (exercisable/unexercisable) | None disclosed for Mr. Denny |
| Shares pledged as collateral | Prohibited by company policy (no hedging/pledging) |
| Stock ownership guidelines | NEOs must reach ≥1x initial base salary within 5 years; CEO 6x |
| Guideline compliance status | All active NEOs are within accumulation period and expected to satisfy by deadline |
Vesting schedules:
- RSUs vest 33.3% at first anniversary, remaining 66.7% in equal quarterly installments over the next two years (each grant follows this schedule) .
- 2025 EPP PSUs vest up to 66% after FY2025 certification, with remaining vesting based on cumulative CFFO as of FY2026/27 certifications .
Employment Terms
| Provision | Change-in-Control (Double Trigger) | Non-Change-in-Control Severance |
|---|---|---|
| Cash severance | $357,000 | $178,500 |
| Target bonus severance | None for FY2025 (plan suspended) | None for FY2025 (plan suspended) |
| Equity acceleration | Time-based: 100% acceleration upon qualifying termination; Performance-based: performance deemed satisfied at CIC date (no single-trigger vest), then 100% acceleration of earned shares | None (time-based and performance awards follow normal schedules) |
| Benefits continuation | ~$31,331 estimated medical/other for 12 months | ~$15,666 COBRA estimated for 6 months |
| Single-trigger acceleration | Not provided (explicitly avoided) | |
| Employment term; non-compete | At-will employment; non-compete/non-solicit not disclosed | |
| Clawback | Equity plans and company clawback policy compliant with Nasdaq Rule 10D-1 | |
| Hedging/pledging | Prohibited for executives and directors |
Compensation Structure Analysis
- Pay mix shifted toward equity and performance: 50% of LTI in PSUs for NEOs, with FY2025 PSUs tied to cumulative cash from operations; annual cash incentive suspended FY2025 to prioritize profitability and cash generation .
- Alignment discipline: TSR/stock-price PSUs issued in FY2022–FY2024 did not vest, or are tracking below threshold; RSU values declined ~52% on average versus grant-date values amid share-price pressure, reinforcing pay-for-performance linkage .
- Dilution control: Company materially reduced grant-date value of RSUs/PSUs and adopted net cash settlement for NEO tax withholding to reduce share issuance (175,000 shares avoided in FY2025) .
Say-on-Pay, Peer Group, and Governance
- Say-on-pay approval: ~98% support at August 15, 2024 annual meeting .
- Peer group benchmarking: Includes Five9, RingCentral, Blackbaud, Bandwidth, Zuora, etc.; reviewed by independent consultant (Compensia) .
- Governance and policies: Clawback policy adopted; prohibition on hedging/pledging; independent compensation committee; strong stock ownership guidelines for executives and directors .
Investment Implications
- Strong pay-for-performance alignment: FY2025 PSUs tied to cumulative operating cash flow resulted in partial vest (42%); prior TSR/price PSUs forfeited, limiting realized pay when shareholder returns are weak . This reduces near-term selling pressure from performance awards but maintains retention via time-vested RSUs .
- Retention risk appears manageable: Non‑CIC severance for Mr. Denny is modest ($194K total), while meaningful unvested RSUs/PSUs and ownership guidelines support retention and alignment .
- Governance red flags minimized: No single-trigger acceleration, no tax gross-ups, hedging/pledging prohibited, and clawbacks in place; reduces risk of shareholder-unfriendly practices .
- Equity overhang prudently managed: Company is curbing SBC and exploring actions to offset issuance (e.g., net cash settlement, potential buybacks subject to term loan covenants), which may mitigate dilution over time; monitor future share authorization proposals (2022 Plan/ESPP amendments) for impact on burn/dilution .