Sam Wilson
About Sam Wilson
Samuel Wilson, age 56, is Chief Executive Officer of 8x8 (EGHT) and a director since 2023; he previously served as Interim CEO from November 2022 to May 2023 and CFO from June 2020 to November 2022. He holds a Bachelor’s in Electrical Engineering (Seattle University), an MBA (UC Berkeley), is a Chartered Financial Analyst, and served in the U.S. Army (Airborne, Air Assault, Ranger) . Fiscal 2025 performance highlights include GAAP operating profit of $15.2 million (2% of revenue), $64 million operating cash flow, and $73 million debt reduction; however, equity returns remained depressed and prior PSUs largely failed to vest, demonstrating tight pay-for-performance alignment . Pay-versus-performance disclosures show the value of an initial fixed $100 investment at $15.54 and CFO of $63,554K for fiscal 2025, underscoring the share-price pressure during his tenure even as cash generation improved .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 8x8, Inc. | Chief Executive Officer | May 2023–present | Led transformation and cash discipline; reinstated cash incentive for FY26; advanced Platform for CX roadmap . |
| 8x8, Inc. | Interim CEO | Nov 2022–May 2023 | Stabilized operations post leadership transition; prepared for permanent CEO appointment . |
| 8x8, Inc. | Chief Financial Officer | Jun 2020–Nov 2022 | Drove FP&A rigor and capital discipline; prior to CEO role . |
| 8x8, Inc. | Chief Customer Officer & MD EMEA | Jan 2020–Jun 2020 | Customer retention and regional leadership . |
| 8x8, Inc. | SVP, e-commerce, SMB, U.S. mid-market | Sep 2017–Jan 2020 | Go-to-market execution across e-commerce and SMB/mid-market segments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MobileIron | VP Finance | 2011–2017 | Led FP&A, IR, treasury, and e-commerce functions at enterprise security firm . |
| Technology banking and investing | Analyst/Institutional Investor | ~14 years (pre-2011) | Sector expertise in communications; capital markets insights . |
| U.S. Army | Soldier (Airborne/Air Assault/Ranger qualified) | Prior service | Leadership and discipline credentials . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 440,444 | 489,231 | 500,000 |
| Annual Cash Bonus ($) | 300,000 | 200,000 | — (plan suspended) |
| Non-Equity Incentive ($) | 238,973 | 242,500 | — |
| Stock Awards ($) | 4,025,897 | 3,702,600 | 1,692,000 |
| All Other Compensation ($) | 39,501 | 29,772 | 48,142 |
| Total Compensation ($) | 5,044,815 | 4,664,103 | 2,240,142 |
| Base Salary Rate | FY 2024 | FY 2025 |
|---|---|---|
| Samuel Wilson ($) | 500,000 | 500,000 |
Performance Compensation
| Long-Term Incentive Component | Weighting | Vesting/Performance Design |
|---|---|---|
| Time-based RSUs | 50% of LTI | 3-year vest; one-third at 1st anniversary, remainder in eight quarterly installments . |
| Performance-based RSUs (PSUs) | 50% of LTI | 3-year performance period; earned based on targets as defined per plan . |
| FY 2025 Executive Performance Plan (PSUs) | Threshold | Target | Actual FY2025 | Vesting |
|---|---|---|---|---|
| Cumulative Cash Flow from Operations (CFFO) | $50M → 33% earned | $100M → 66% earned (year 1 cap 66%) | $63M → 42% earned | Earned % vests within 75 days of FY end (year 1 capped at 66%) |
| Equity Grants (9/15/2024) | RSUs Granted (#) | PSUs Target (#) | Aggregate Grant Date Fair Value ($) |
|---|---|---|---|
| Samuel Wilson | 450,000 | 450,000 | 1,692,000 |
| Prior PSU Plans | Performance Metric | Performance Period | Threshold/Target | Actual/Payout |
|---|---|---|---|---|
| 2024 EPP | Absolute stock price increase (+70% to +130%) | 6/15/2023–6/15/2027 | +70% ($6.56) → 33%; +130% ($8.88) → 100% | Below threshold; highest price $3.27; 0% earned . |
| 2023 EPP | TSR vs S&P Software & Services | 6/15/2022–6/15/2025 | 25th percentile → 50%; 50th → 100%; 75th → 200% | To be determined at end of performance period . |
| 2022 EPP | TSR vs S&P Software & Services | 6/15/2021–6/15/2024 | Equal to index → 100%; thresholds as disclosed | Below threshold; 0% completed . |
Vesting schedules and award mechanics:
- RSUs vest 33.3% at first anniversary, remainder in equal quarterly installments over two years, subject to continuous service .
- Year-1 PSU vesting under 2025 EPP is capped at 66%; earned portions vest within 75 days of FY end .
- Time-based RSUs and PSUs are granted during Q1–Q2 each fiscal year, with no options granted in FY2025 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (Shares) | 705,338; less than 1% of class (based on 135,092,912 shares outstanding) . |
| RSUs expected to vest within 60 days of 5/29/2025 | 71,760 . |
| CEO Stock Ownership Guideline | 6x current base salary; five-year accumulation period . |
| Hedging/Pledging | Prohibited for employees and directors under Insider Trading Compliance Program . |
Outstanding unvested awards at 3/31/2025 (selected lines):
- Time-based RSUs: 30,510 (grant 6/15/2022); 206,251 (6/15/2023); 450,000 (9/15/2024) .
- PSUs: 61,018 target (6/15/2022); 495,000 target (6/15/2023); 261,000 unearned and 189,000 earned under 9/15/2024 grant reflecting 42% vest for FY2025 .
Ownership policy compliance and alignment:
- All active NEOs are within the five-year accumulation period and expected to meet guidelines; shares counted exclude unvested RSUs/PSUs .
- Prohibition on hedging/pledging and presence of clawback policies under the 2022 plan and Exchange Act Rule 10D-1/Nasdaq standards strengthen alignment .
Employment Terms
| Scenario | Cash Severance ($) | Bonus/Target Bonus ($) | Accelerated Equity Value ($) | Health/Misc Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Constructive termination in connection with Change-in-Control | 500,000 | — (FY2025 plan suspended) | 1,373,522 | 38,436 | 1,911,958 |
| Constructive termination not in connection with Change-in-Control | 750,000 | — (FY2025 plan suspended) | 841,020 | 57,655 | 1,648,675 |
Key provisions and policies:
- “Double-trigger” change-in-control protection under equity awards; no single-trigger acceleration for executives .
- Clawback rights under 2012 and 2022 equity plans and separate clawback policy adopted in fiscal 2024 meeting Nasdaq rules .
- No tax gross-ups on severance or change-in-control benefits; perquisite usage not a significant component and none provided in FY2025 .
- Annual cash incentive plan was suspended in FY2025 and reinstated for FY2026 based on performance .
Board Governance
- Director since 2023; non-independent as CEO; seven of eight nominees are independent; Chairman is independent (Jaswinder Pal Singh) which mitigates combined power concerns .
- Committees (Audit, Compensation, Governance & Nominating, Technology & Cybersecurity, Strategic Investment) are composed solely of independent directors; employee directors receive no additional compensation for Board service .
- Board held seven meetings in FY2025; most directors attended ≥75% of meetings; independent directors hold regular executive sessions without management .
Director Compensation and Say-on-Pay Signals
- Non-employee directors receive cash retainers and RSUs; employees (including the CEO) receive no incremental Board fees .
- 2024 Say-on-Pay approval was approximately 98%, indicating strong shareholder support for plan design and pay outcomes .
Performance & Track Record
| Metric/Outcome | FY2025 |
|---|---|
| GAAP Operating Profit | $15.2M; 2% of revenue |
| Operating Cash Flow | $64M |
| Debt Reduction | $73M |
| TSR proxy metric (value of $100 investment) | $15.54 |
| CFO (Pay vs Performance table) | $63,554K |
| Stock Price/PSU Status | 2024 EPP below threshold; 0% earned; multiple PSUs forfeited or below threshold |
| Revenue Trend | Modest YoY revenue decline; improved core service revenue ex-Fuze |
Compensation Structure Analysis
- Equity-heavy mix with 50/50 RSU/PSU weighting links realized pay to stock and cash generation; options not granted in FY2025 consistent with dilution management and market practice .
- FY2025 cash plan suspension reduced guaranteed cash; FY2026 cash incentive reinstatement suggests balanced focus on profitability and growth .
- PSU metrics shifted toward cumulative cash flow from operations, increasing near-term cash discipline; 42% vest in year one indicates tangible cash execution despite share price pressure .
- Clear “no” policies: no perquisites, no gross-ups, no single-trigger acceleration, prohibition on hedging/pledging, presence of clawbacks; reduces misalignment and governance risk .
Risk Indicators & Red Flags
- Underperformance on TSR-linked PSUs leading to forfeitures and reduced realizable equity value; potential retention risk if awards remain underwater .
- High-cap RSU grants create periodic vesting supply; 71,760 RSUs expected to vest within 60 days of 5/29/2025 may contribute to near-term selling pressure if liquidity is sought, although hedging/pledging is prohibited .
- Litigation/related party: none noted for Sam Wilson in proxy excerpts; committees require prior approval for related-party transactions .
Equity Ownership & Alignment Details
| Award Type (Grant Date) | Unvested/Unearned Units (#) | Market/Payout Value Basis |
|---|---|---|
| RSU (6/15/2022) | 30,510 unvested | Valued at $2.00 closing price as of 3/31/2025 . |
| PSU (6/15/2022) | 61,018 target unearned | Same $2.00 valuation for payout computations . |
| RSU (6/15/2023) | 206,251 unvested | $2.00 basis . |
| PSU (6/15/2023) | 495,000 target unearned | $2.00 basis . |
| RSU (9/15/2024) | 450,000 unvested | $2.00 basis . |
| PSU (9/15/2024) | 189,000 earned; 261,000 unearned | 42% vest earned for FY2025 . |
Employment Terms (Narrative Highlights)
- Executive severance/change-in-control governed by policy; payments require both CIC and qualifying termination (“double-trigger”), with accelerated vesting limited to time-based elements and PSU earning computed using transaction price as of CIC date .
- Clawback mechanisms span plan-level and standalone policy compliant with SEC/Nasdaq; insider trading policy bans derivatives, hedging, and pledging .
Investment Implications
- Alignment: Heavy PSU weighting and CFFO metric shifted pay toward cash generation; 42% PSU earn in FY2025 confirms execution on cash levers despite weak TSR, signaling improving earnings quality and deleveraging trajectory .
- Retention/pressure: Large outstanding RSU/PSU balances with underwater historical awards raise retention risk; forfeitures and reduced realizable equity may necessitate future retentive grants, while scheduled vesting (e.g., 71,760 RSUs near-term) could create incremental supply if executives monetize .
- Governance: Dual role CEO/director is mitigated by an independent Chair and fully independent committees; no hedging/pledging, no gross-ups, and robust clawbacks reduce shareholder risk .
- Pay signals: 98% Say-on-Pay approval suggests investor support for disciplined, performance-linked pay; watch FY2026 cash incentive design and PSU frameworks for tightening or loosening targets as business mix evolves .
- Trading lens: Focus on vesting cadence (quarterly RSU tranches), PSU certification windows (within 75 days post-FY), and disclosure dates; monitor Form 4 filings around scheduled vests for any disposition trends given policy constraints .