Carl Ledbetter
CloudflareAbout Carl Ledbetter
Carl S. Ledbetter (age 75) is a long-tenured independent director of Cloudflare, Inc., serving since November 2009. He holds a B.S. in Mathematics (University of Redlands), an M.S. in Mathematics (Brandeis University), and a Ph.D. in Mathematics (Clark University), and is recognized as an “audit committee financial expert.” He is currently Chair of the Compensation Committee and a member of the Audit Committee; previously he chaired the Nominating & Corporate Governance Committee (2019–Sep 2023). He is Chairman/CTO and CEO of SimpleRose, Inc., and formerly a Managing Director at Pelion Venture Partners; over his career he has served on the boards of four other public companies and 30+ private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | Director (Class III), Independent | Since Nov 2009 | Audit Committee member (since Dec 2018); Compensation Committee member (since Mar 2021) and Chair (since Sep 2023); Prior Chair, Nominating & Corporate Governance (Aug 2019–Sep 2023) |
| Pelion Venture Partners | Managing Director; Special Advisor | Jan 2003–Jun 2018; Jun 2018–Dec 2019 | Led technology investments; extensive board service experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SimpleRose, Inc. | Chairman & CTO; Chief Executive Officer | CTO since Jul 2018; CEO since Aug 2019 | Technology leadership; software company executive |
| Various public companies (4) | Director | Not specified | Service on four other public company boards (names not specified in proxy) |
| Various private companies (30+) | Director | Not specified | Extensive private company board experience |
Board Governance
- Independence: Board determined Ledbetter is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee member; Compensation Committee Chair; audit committee financial expert designation .
- Years of service: Director since 2009; nominated for re‑election in 2025 to serve through 2028 .
- Attendance: In 2024, the Board met six times; all directors except one (Mark Anderson) attended ≥75% of Board and committee meetings (Ledbetter met the ≥75% threshold) .
- Committee activity levels: Audit Committee held eight meetings; Compensation Committee held four; Nominating & Governance held three in 2024 .
- Lead Independent Director: Scott Sandell (not Ledbetter) .
- 2025 shareholder vote outcome: Carl Ledbetter re-elected with 548,951,342 “For,” 31,307,524 “Withheld,” and 34,431,856 broker non-votes (higher withholds vs other Class III nominees) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 30,000 | Standard non-employee director retainer |
| Compensation Committee Chair fee | 12,000 | Chair receives chair fee only (no member fee) |
| Audit Committee member fee | 10,000 | Non-chair member annual fee |
| Total cash fees earned (2024) | 52,000 | As reported in Non-Employee Director Compensation Table |
Performance Compensation
| Equity Element | Grant Value / Shares | Vesting / Key Terms | Status |
|---|---|---|---|
| Annual RSU Award (2024) | $206,713 grant date fair value | Vests 100% on earlier of (i) one-year anniversary of grant or (ii) day prior to next annual meeting; 2024 annual award unvested RSUs: 3,039 as of 12/31/24 | Unvested 3,039 RSUs at 12/31/24 |
| Initial RSU Award (policy) | $400,000 grant date fair value | 3-year equal annual installments for new directors (not applicable to transitions from employee to non-employee director) | Policy term |
| Change-in-control treatment | Full vesting of outstanding company equity awards for non-employee directors upon change in control, contingent on continuing as director through transaction date | CIC acceleration |
Performance metrics tied to director compensation: Not disclosed; director equity is time-based RSUs (no PSU metrics for directors) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Toast, Workday, etc. (peers listed for other directors) | Not applicable to Ledbetter | Cloudflare did not disclose current Ledbetter public board names; only that he has served on four other public company boards historically . No specific interlocks or conflicts disclosed for Ledbetter . |
Expertise & Qualifications
- Technology and networking expertise; decades of board experience across public and private tech companies .
- Audit committee financial expert designation (financial literacy and sophistication) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % (Voting) | Notes |
|---|---|---|---|---|
| Carl S. Ledbetter | 1,099,752 | — | <1% | Includes 1,084,364 Class A shares held by Carl S. Ledbetter Trust (Dr. Ledbetter trustee) and 15,388 Class A shares directly |
| Stock ownership guidelines | Directors must hold ≥3x annual cash retainer; all directors and NEOs in compliance as of 12/31/24 | Hedging/pledging prohibited absent waiver from CLO/CFO | — | Alignment and restrictions |
No pledging or related-party stock transactions for Ledbetter are disclosed; insider trading policy prohibits hedging/pledging absent waiver .
Governance Assessment
- Committee leadership and expertise: Ledbetter chairs Compensation and is designated an audit committee financial expert—supports oversight of pay practices and financial controls .
- Independence and tenure: Independent; 16+ years on board—valuable continuity but monitor tenure-related independence perceptions .
- Attendance and engagement: Met ≥75% attendance threshold; committees active (Audit: 8; Compensation: 4)—acceptable engagement level .
- Shareholder sentiment: Re-elected in 2025; however, withhold votes were meaningfully higher for Ledbetter versus other Class III nominees (31.3M vs 2.8M for Cunningham and 5.8M for Hawkins)—monitor investor concerns around compensation oversight and long tenure .
- Conflicts/related-party exposure: No related-party transactions disclosed for Ledbetter; audit committee reviews related parties under formal policy—low conflict risk .
- Ownership alignment: Holds ~1.10M Class A shares and complies with director ownership guidelines; hedging/pledging generally prohibited—positive alignment .
RED FLAGS: Elevated withhold votes in 2025 relative to peers may signal investor scrutiny of compensation governance and long tenure; continued monitoring of say-on-pay outcomes and feedback is warranted .
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