Mark Hawkins
CloudflareAbout Mark Hawkins
Mark Hawkins (age 65) is an independent director of Cloudflare, Inc. and has served as Chair of the Audit Committee since June 2022; his current Class III term expires at the 2025 annual meeting and he is nominated to serve through 2028 . He is a seasoned technology finance executive and designated “audit committee financial expert,” with prior CFO roles at Salesforce, Autodesk, and Logitech, and an M.B.A. from the University of Colorado; he also completed the Advanced Management Program at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce, Inc. | President & CFO; previously CFO/EVP; later President & CFO Emeritus Advisor | CFO/EVP Aug 2014–Aug 2017; President & CFO Aug 2017–Jan 2021; Emeritus Advisor Feb–Nov 2021 | Led finance at scale during high-growth SaaS expansion |
| Autodesk, Inc. | EVP, CFO, Principal Financial Officer | Apr 2009–Jul 2014 | Oversaw finance for design software leader |
| Logitech International S.A. | CFO and SVP, Finance & IT | Apr 2006–Apr 2009 | Global hardware finance leadership |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| Toast, Inc. | Director | Audit; Compensation | Current |
| Workday, Inc. | Director | Audit | Current |
| SecureWorks Corp. | Director | — | Prior |
| Fidelity National Information Services, Inc. | Director | — | Briefly in 2021 (stepped down) |
Board Governance
- Independence: The Board affirmatively determined Hawkins is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee Chair; Cloudflare’s audit committee met 8 times in 2024; Hawkins is designated an “audit committee financial expert” .
- Attendance: In 2024, all directors met at least 75% attendance except Mark Anderson; Hawkins is not noted as an exception .
- Years of service: Director since 2022; Class III director up for re-election in 2025 and nominated for a term through 2028 .
- Board structure and leadership: Scott Sandell serves as Lead Independent Director; independent directors hold executive sessions no less than twice per year .
- Audit committee scope: Oversees financial reporting, internal controls, risk, related party transactions, and auditor independence; policy limits members to serving on no more than three public-company audit committees including Cloudflare, unless the Board determines otherwise .
Fixed Compensation
| Component (Non-Employee Director Policy) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $30,000 | Paid quarterly in arrears |
| Audit Committee Chair Fee | $20,000 | Chair receives chair fee, not member fee |
| 2024 Cash Actually Paid (Hawkins) | $50,000 | Sum of board retainer + audit chair fee |
Performance Compensation
| Equity Award | Grant Value / Units | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU (2024) | $206,713; 3,039 unvested RSUs at 12/31/24 | Vests on earlier of 1-year from grant or day prior to next annual meeting, subject to service | None; time-based RSUs for directors |
| Initial RSU (2022 onboarding) | —; 2,303 unvested RSUs at 12/31/24 | Vests in equal annual installments over 3 years, subject to service | None; time-based |
| Change-in-Control treatment | Full vesting of outstanding director equity upon change in control, if serving through the event | Applies to non-employee directors | Not performance-based |
- 2024 Total Director Compensation (Hawkins): $256,713 (Cash $50,000; Stock awards $206,713) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Toast, Inc. (Audit; Compensation), Workday, Inc. (Audit) |
| Interlocks/conflicts disclosed | None involving Hawkins in Cloudflare’s related-party transactions section |
| Overboarding policy context | Cloudflare policy notes audit committee members should not serve on >3 public-company audit committees including Cloudflare unless the Board determines otherwise; Hawkins’ external committee service appears consistent with this threshold |
Expertise & Qualifications
- Deep public-company CFO experience across leading software and hardware firms (Salesforce, Autodesk, Logitech) with audit committee financial expert designation .
- Education: B.A. in Operations Management (Michigan State University); M.B.A. (University of Colorado); Advanced Management Program, Harvard Business School .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 7,476 | As of March 31, 2025; “*” indicates <1% ownership |
| Ownership as % outstanding | <1% | As indicated in beneficial ownership table |
| Unvested RSUs (director awards) | 5,342 | 3,039 (2024 annual award) + 2,303 (2022 initial award) at 12/31/24 |
| Director ownership guidelines | 3x annual cash retainer for non-employee directors | All non-employee directors were in compliance as of 12/31/24 |
| Hedging/pledging | Prohibited absent waiver under Insider Trading Policy | Applies to directors; policy prohibits pledging and hedging |
Governance Assessment
-
Positives
- Experienced finance leader and designated audit committee financial expert; chairs an active audit committee (8 meetings in 2024) overseeing controls, risk, and RPT reviews .
- Independent status affirmed; attendance thresholds met; Board maintains Lead Independent Director and regular executive sessions .
- Strong alignment features: majority of 2024 director pay in equity (time-based RSUs), director ownership guidelines (3x retainer) with full compliance by non-employee directors; hedging/pledging prohibited .
- No related-party transactions disclosed involving Hawkins .
-
Watch items / potential red flags
- Multiple audit committee commitments (Cloudflare chair; plus audit roles at Toast and Workday) can raise workload considerations, though Cloudflare’s policy sets a cap of three including Cloudflare, and he appears within that threshold .
- Director equity vests on change in control (single-trigger for directors), which is standard but can be viewed as less performance-linked relative to double-trigger norms for executives .
-
Context signals
- Say-on-Pay support at 2024 Annual Meeting was ~81.2%, suggesting generally favorable shareholder sentiment toward compensation governance during the period .
Notes on attendance and engagement: All then-serving directors virtually attended the 2024 annual meeting; directors are expected to attend ≥75% of Board and committee meetings, with Hawkins not cited among exceptions; independent directors meet in executive session at least twice per year .