Sue Bostrom
About Sue Bostrom
Independent director since March 2021; age 64. Former Executive Vice President and Chief Marketing Officer at Cisco (1997–Jan 2011). Education: B.S. in Business, University of Illinois; MBA, Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | EVP, CMO; Worldwide Government Affairs | 1997–Jan 2011 | Led global marketing and government affairs |
| Anaplan, Inc. | Director | Sep 2017–Jun 2022 | Board oversight during growth/transaction period |
| Nutanix, Inc. | Director | Oct 2017–Mar 2022 | Cloud/software governance |
| Cadence Design Systems, Inc. | Director | Feb 2011–May 2021 | Technology and governance oversight |
| Varian Medical Systems, Inc. | Director | Feb 2005–Feb 2019 | Med-tech governance |
| Rocket Fuel Inc. | Director | Feb 2013–Sep 2017 (acquired) | Ad-tech oversight through sale |
| Marketo, Inc. | Director | May 2012–Aug 2016 (acquired) | SaaS marketing automation governance |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| GitLab Inc. | Director | Current | Global software |
| ServiceNow, Inc. | Director | Current | Cloud computing; shared board with IOT Lead Independent Director Jonathan Chadwick |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Todd Bluedorn, Ann Livermore. Audit Committee: Chadwick (Chair), Alyssa Henry, Sue Wagner. Nominating & Corporate Governance: Livermore (Chair), Bluedorn, Wagner .
- Independence: Board determined Bostrom is independent under NYSE standards (7 of 9 directors independent) .
- Attendance and engagement: Board held 4 meetings in FY ended Feb 1, 2025; each director attended ≥75%. Compensation Committee held 5 meetings; Audit 5; Nominating 3. Executive sessions of non‑employee directors are held periodically, led by Lead Independent Director (Chadwick) .
- Overboarding policy: No more than four additional public company boards (CEO directors ≤2); audit committee members generally ≤2 other audit committees absent Board approval .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash fees (Director + Committee) | $48,750 | $55,000 |
| Policy baseline (board retainer) | $35,000 | $40,000 |
| Comp Committee chair retainer | $15,000 | $20,000 |
Policy updates: Outside director compensation policy raised annual retainer and committee fees in July 2024; Lead Independent Director retainer $20,000; Non‑exec Chair $50,000; Audit chair/member $25,000/$10,000; Compensation chair/member $20,000/$10,000; Nominating chair/member $12,000/$6,000; paid quarterly .
Performance Compensation
| Grant Detail | FY 2024 | FY 2025 |
|---|---|---|
| Annual RSU grant (date, units, $/sh) | Jul 10, 2024; 5,685 RSUs at $35.18 | Jul 29, 2025; 6,371 RSUs (Form 4); price $0 (award) |
| True‑up RSU grant (date, units, $/sh) | Sep 4, 2024; 1,293 RSUs at $38.66 | — |
| Stock awards (grant‑date fair value) | $199,992 (annual) | $249,986 (annual) |
Notes:
- Director equity awards are time‑based RSUs; no performance metrics disclosed for directors. Change‑in‑control: all director equity awards fully vest (single‑trigger), unless otherwise specified—investor sensitive governance consideration .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Shared external board | Bostrom and IOT Lead Independent Director Jonathan Chadwick both serve on ServiceNow’s board, creating an interlock that can enhance information flow but requires independence vigilance . |
| Compensation Committee interlocks | None disclosed; no IOT execs served on boards/comp committees of entities with IOT execs reciprocally serving . |
Expertise & Qualifications
- Skills: Public company leadership, finance, corporate governance, risk management; technology/innovation; global operations; sales & marketing; human capital management .
- Education: B.S. Business (U. Illinois), MBA (Stanford GSB) .
Equity Ownership
| Metric | As of FY 2024 End | As of FY 2025 |
|---|---|---|
| Beneficial ownership (Class A shares) | 204,054; less than 1% | |
| Outstanding unvested stock awards (units) | 82,233 (as of Feb 3, 2024) | 21,978 (as of Feb 1, 2025) |
| Anti‑hedging/pledging | Company prohibits hedging; pledging requires explicit approval; margin accounts prohibited . |
Insider Trades (Form 4):
| Transaction Date | Filing Date | Type | Units | Security | Ownership After |
|---|---|---|---|---|---|
| Jul 10, 2024 | Jul 11, 2024 | Award (RSUs) | 5,685 | Class A Common | 209,739 |
| Sep 4, 2024 | Sep 6, 2024 | Award (RSUs True‑up) | 1,293 | Class A Common | 211,032 |
| Jul 29, 2025 | Jul 31, 2025 | Award (Annual RSUs) | 6,371 | Class A Common | 217,403 |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with five meetings in FY 2025; robust attendance (≥75%); board conducts executive sessions; formal overboarding limits; independent compensation advisor (Compensia) for director pay and peer benchmarking .
- Alignment: Mix skewed to equity (annual RSUs ~$250k) with modest cash fees; insider policy prohibits hedging/pledging; strong say‑on‑pay support (98.3% in FY 2024), signaling investor confidence in pay governance .
- Watch items / RED FLAGS: Single‑trigger full vesting for director equity upon change‑in‑control may be shareholder‑sensitive; shared ServiceNow board with IOT’s Lead Independent Director requires ongoing independence oversight, though board affirmed independence for both .