Karim Lakhani
CloudflareAbout Karim Lakhani
Karim R. Lakhani (age 54) was appointed as an independent Class I director of Cloudflare’s Board on March 27, 2025; he serves on the Nominating and Corporate Governance Committee. He is a Professor of Business Administration at Harvard Business School and is recognized for expertise in AI-driven business transformation and innovation, with degrees from McMaster (B.Eng.Mgt.) and MIT (SM, PhD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Professor of Business Administration | Jul 2006 – present | AI, innovation, open-source collaboration expertise |
| Laboratory for Innovation Science at Harvard | Founder & Co-Director | Sep 2010 – present | Principal investigator for NASA Tournament Laboratory |
| NASA Tournament Laboratory | Principal Investigator | Sep 2010 – present | Applied crowd-based problem solving and AI/ML |
| Digital, Data, and Design (D^3) Institute at Harvard | Co-Founder & Chair | Feb 2022 – present | AI strategy programs for executives |
External Roles
| Organization | Role | Status |
|---|---|---|
| Harvard Business School | Professor of Business Administration | Current |
| Laboratory for Innovation Science at Harvard | Founder & Co-Director | Current |
| Digital, Data, and Design (D^3) Institute at Harvard | Co-Founder & Chair | Current |
| Other public company boards | — | None disclosed in NET filings |
Board Governance
- Independence: The Board determined Dr. Lakhani is independent under NYSE and SEC rules; Cloudflare’s Board majority is independent (excluding CTO John Graham-Cumming and co-founders Prince and Zatlyn) .
- Committee assignment: Nominating & Corporate Governance Committee (member). Committee responsibilities include Board composition, evaluations, governance practices, CSR & sustainability oversight, and succession planning .
- Board leadership: Co-Chairs are CEO Matthew Prince and President Michelle Zatlyn; Scott Sandell serves as Lead Independent Director, facilitating independent director sessions and acting as liaison with management .
- Attendance baseline: In 2024 the Board met six times; all directors met ≥75% attendance except former director Mark Anderson (joined management in 2024). Lakhani joined in 2025; no prior-year attendance applicable .
Fixed Compensation
Cloudflare’s non-employee director compensation policy (reviewed April 2024) provides the following:
- Annual cash retainer: $30,000
- Committee fees: Nominating & Corporate Governance member $4,000; chair $7,500; Audit member $10,000; Audit chair $20,000; Compensation member $6,000; Compensation chair $12,000 (chair receives chair fee only)
- Annual compensation cap: $750,000 in cash plus equity per fiscal year (grant-date fair value basis)
Performance Compensation
- Initial RSU award: New non-employee directors receive RSUs with $400,000 grant-date fair value, vesting in equal annual installments over three years (rounded down to whole shares) .
- Annual RSU award: After ≥6 months of service, annual RSUs with $206,750 grant-date fair value vesting over ~1 year until the next Annual Meeting (rounded down to whole shares) .
- Change-in-control: Non-employee directors fully vest outstanding company equity awards upon a change in control, subject to continued service through the transaction date .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks; 8-K notes no related transactions under Item 404(a) for Lakhani .
- Lead independent oversight reduces interlock risk; Audit Committee reviews related-party transactions per policy .
Expertise & Qualifications
- AI/ML and digital transformation expertise; founder of LISH and D^3 Institute; principal investigator for NASA Tournament Laboratory .
- Educator and author; co-author of “Competing in the Age of AI” (HBR Press) noted in NET press release .
Equity Ownership
| Holder | Class A Shares Owned | % of Class A Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Karim Lakhani | 3,333 | ~0.0011% (3,333 / 309,991,032) | Hedging/pledging prohibited absent waiver per Insider Trading Policy | Less than 1% beneficial ownership; no Class B |
- Director stock ownership guidelines: Non-employee directors must hold shares worth at least 3× annual cash retainer; incumbents expected to meet by end of 2026; new directors must meet within five full calendar years from joining the Board .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| 2024 period | — | — | — | — | Lakhani joined Mar 27, 2025; no 2024 insider activity applicable |
Governance Assessment
- Strengths: Independent director with deep AI/innovation expertise; assigned to Nominating & Governance; no related-party transactions; compensation aligned to equity with service-based vesting; hedging/pledging restrictions and formal ownership guidelines improve alignment .
- Watch items: Initial personal ownership is small (3,333 shares) relative to outstanding shares; monitor progression toward ownership guideline over the 5-year compliance window for directors .
- Context signals: 2024 Say‑on‑Pay support was 81.2%, indicating generally favorable investor sentiment toward pay/governance framework; annual advisory votes ongoing .