Laurence Denny
8X8 INC /DE/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 .