John Graham-Cumming
CloudflareAbout John Graham-Cumming
John Graham-Cumming (age 57) joined Cloudflare’s Board in March 2025 after serving as Cloudflare’s Chief Technology Officer from 2016 through March 2025; he holds a B.A. and M.A. in Mathematics and Computation and a D.Phil. in “The formal development of secure systems” from the University of Oxford . He is a Class II director with a term expiring at the 2027 annual meeting; the Board has affirmatively determined he is not independent under NYSE standards given his recent executive role at the company . He was selected for deep expertise in Internet infrastructure and the use of machine learning and AI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | Chief Technology Officer | 2016 – Mar 2025 | Led technology strategy; recognized expertise in Internet technologies and ML/AI |
| Cloudflare, Inc. | Programmer | Dec 2011 – 2016 | Early engineering contributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy . |
Board Governance
- Committee assignments: None as of March 31, 2025 (no audit, compensation, or nominating committee flags next to his name) .
- Board class/term: Class II; term expires 2027 .
- Independence: Not independent under NYSE rules (only Prince and Zatlyn, plus Graham-Cumming, are non-independent) .
- Attendance: Board held 6 meetings in FY2024; all directors met 75%+ attendance except Mark Anderson. Graham-Cumming was not a director in 2024 (joined 2025), so no attendance record for 2024 .
- Lead Independent Director: Scott Sandell .
- Executive sessions: Non-employee directors meet in executive session periodically and at least twice per year .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Standard non-employee director retainer |
| Audit Committee Chair | $20,000 | Not applicable (not a member) |
| Audit Committee member | $10,000 | Not applicable |
| Compensation Committee Chair | $12,000 | Not applicable |
| Compensation Committee member | $6,000 | Not applicable |
| Nominating & Governance Chair | $7,500 | Not applicable |
| Nominating & Governance member | $4,000 | Not applicable |
Note: Per policy, cash is paid quarterly in arrears and prorated; Graham-Cumming did not receive 2024 director compensation as he joined the Board in March 2025 .
Performance Compensation (Director Equity)
| Award Type | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (upon first becoming a non-employee director) | $400,000 grant-date fair value | Vests in 3 equal annual installments on each of the first three anniversaries of appointment, subject to service | Fully vests upon a “change in control” while serving as non-employee director |
| Annual RSU (each annual meeting after 6+ months’ service) | $206,750 grant-date fair value | Vests on the earlier of one year from grant or the day prior to the next annual meeting, subject to service | Fully vests upon a “change in control” while serving as non-employee director |
Additional director equity provisions:
- Policy cap: Max total director cash+equity compensation of $750,000 per fiscal year (excludes compensation for any separate employee/consultant services) .
- Clawback: Company-wide clawback policy compliant with NYSE Rule 10D-1 applies to current and former executive officers; directors’ equity is subject to plan terms but clawback scope focuses on executive officers .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in 2025 proxy |
| Committee roles at other public companies | None disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed |
Expertise & Qualifications
- Education: B.A./M.A. in Mathematics and Computation; D.Phil. in formal development of secure systems (Oxford) .
- Technical: Deep Internet infrastructure knowledge; ML/AI expertise .
- Company-specific: Former CTO with intimate knowledge of Cloudflare’s products, markets, and customer needs .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 529,753 shares | <1% of Class A; as of March 31, 2025 |
| Composition detail | 499,503 Class A shares held of record; 30,250 Class A shares via performance-based options exercisable within 60 days (fully vested) | As of March 31, 2025 |
| Ownership as % of total voting power | <1% | Dual-class capital structure; Class B carries 10 votes/share; director owns only Class A |
| Pledging/hedging | Prohibited absent CLO/CFO waiver; no pledging disclosed for director | Insider Trading Policy bans hedging and pledging; no pledge disclosure for Graham-Cumming in proxy |
| Director stock ownership guideline | ≥3x annual cash retainer ($90,000 of shares) | New non-employee directors have 5 years to comply |
Related-party/transition context:
- Prior employment: As CTO, his employment agreement provided annual base salary of €460,000 (~$497,000 in 2024). He received a 2024 grant of 30,742 RSUs (four-year quarterly vest), and compensation of €195,000 ($205,000) from Jan–Mar 2025 before joining the Board .
- Equity forfeiture: In connection with joining the Board, he agreed to forfeit all unvested portions of his outstanding employee equity awards .
Governance Assessment
-
Positives:
- Brings scarce, directly relevant technical depth (Internet infrastructure; ML/AI) and long-term company knowledge, which can enhance oversight of strategic and technical risks .
- Strong director equity alignment: policy provides material equity-based compensation (initial $400k RSU; annual $206,750 RSU) and director ownership guidelines; hedging/pledging prohibited .
- Clawback policy aligned with NYSE/SEC standards; company reported 81.2% Say-on-Pay support in 2024, suggesting acceptable investor sentiment on compensation practices (context for overall governance culture) .
-
RED FLAGS / Watch items:
- Independence: Not independent under NYSE rules due to immediate transition from CTO to director; this may limit perceived board independence and committee eligibility in the near term .
- Committee engagement: No committee assignments as of March 31, 2025; reduced opportunity to influence audit/comp/nom-gov oversight initially .
- Related-party context: Recent executive compensation and RSU grant, though unvested awards were forfeited upon joining Board (mitigates ongoing economic ties) .
-
Additional board context:
- Board held 6 meetings in 2024; independent director executive sessions occur at least twice annually; Lead Independent Director in place (Scott Sandell) .