Scott Sandell
CloudflareAbout Scott Sandell
Scott Sandell (age 60) is Cloudflare’s Lead Independent Director and a member of the Compensation Committee. He has served on Cloudflare’s Board since November 2010, became Lead Independent Director in September 2019, and holds an A.B. in Engineering from Dartmouth College and an M.B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. (NET) | Director | Since Nov 2010 | Oversight as non-employee director |
| Cloudflare, Inc. (NET) | Lead Independent Director | Since Sep 2019 | Leads independent director sessions; liaison to Co-Chairs |
| Cloudflare, Inc. (NET) | Compensation Committee Member | Since Feb 2019 | Co-signs Compensation Committee report; committee met 4 times in FY2024 |
| New Enterprise Associates (NEA) | General Partner | Since Sep 2000 | Head of technology investing practice for 10 years |
| NEA | Co-Managing General Partner | Mar 2015–Apr 2017 | Senior leadership of firm |
| NEA | Managing General Partner | Apr 2017–Apr 2023 | Senior leadership of firm |
| NEA | Chairman & CEO | Apr 2023–Apr 2024 | Firm leadership |
| NEA | Chief Investment Officer | Since 2023 | Investment leadership |
| NEA | Executive Chairman | Since 2024 | Governance/oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coursera, Inc. | Director | Current | Leadership, Diversity, Equity, Inclusion and Compensation Committee |
| Bloom Energy Corporation | Director | Prior | Board oversight (prior) |
| Robinhood Markets, Inc. | Director | Prior | Board oversight (prior) |
| Tuya, Inc. | Director | Prior | Board oversight (prior) |
| Several privately-held companies | Director | Current | Board oversight |
Board Governance
- Independence: The Board affirmatively determined Sandell is independent under NYSE and SEC rules .
- Lead Independent Director responsibilities: Presides over independent director meetings; can call meetings; liaises with Co-Chairs; facilitates candid communication .
- Committees: Compensation Committee member (Carl Ledbetter is Chair); committee met 4 times in FY2024; Compensia engaged as independent consultant .
- Board meetings and attendance: The Board held six meetings in FY2024; all directors met at least 75% attendance except Mark Anderson (Sandell met ≥75%) .
- Executive sessions: Non-employee directors meet in executive session without management at least twice per year, led by independent directors .
Fixed Compensation
| Metric (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $36,000 | $30,000 annual retainer plus $6,000 Compensation Committee member fee per policy |
| Stock Awards ($) | $206,713 | RSU annual award grant-date fair value (ASC 718) |
| Total ($) | $242,713 | Sum of cash + equity |
| Director Compensation Policy (Cash) | Amount |
|---|---|
| Annual Board Retainer | $30,000 |
| Compensation Committee Chair | $12,000 |
| Compensation Committee Member (non-Chair) | $6,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member (non-Chair) | $10,000 |
| Nominating & Governance Chair | $7,500 |
| Nominating & Governance Member (non-Chair) | $4,000 |
Performance Compensation
| Equity Component | Grant Detail | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Award (2024) | Granted on date of 2024 Annual Meeting | 3,039 unvested RSUs as of 12/31/2024 ; $206,713 fair value | 100% vest on earlier of June 4, 2025 or day prior to next Annual Meeting; service-based | Policy targets $206,750 grant-date value; time-based |
| Initial RSU Award (for new directors) | Policy provision | $400,000 grant-date fair value (rounded to shares) | Vests in 3 equal annual installments | Applies when first becoming a non-employee director |
| Options/PSUs (Directors) | Not disclosed for non-employee directors | — | — | Director equity is RSUs per policy; compensation table shows no option awards for directors |
| Change-in-Control (Directors) | Policy provision | — | Full vesting of outstanding company equity upon change in control, subject to service through the date | Standard single-trigger vesting for directors |
No performance metrics (TSR/revenue/EBITDA/ESG) are tied to director compensation; director equity awards are time-based RSUs per policy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | During 2024, members were Ledbetter and Sandell; none were officers or employees. No Cloudflare executive served on another entity’s board or comp committee where an executive from that entity served on Cloudflare’s Board/Comp Committee . |
| Related-Party Transactions (Sandell/NEA) | Proxy’s “Certain Relationships” section discloses transactions (e.g., Mark Anderson employment terms) but does not identify any transactions involving Scott Sandell or NEA . |
Expertise & Qualifications
- Leadership at NEA (General Partner since 2000; CIO; Executive Chairman; prior Chairman & CEO) with a decade leading technology investing, bringing venture, governance, and technology-domain expertise .
- Education: A.B. in Engineering (Dartmouth); M.B.A. (Stanford) .
- Selected as a Cloudflare director due to leadership experience and service on boards of public and private technology companies .
Equity Ownership
| As of March 31, 2025 | Class A Shares | % of Class A | Breakdown |
|---|---|---|---|
| Scott Sandell Beneficial Ownership | 217,859 | <1% | 6,325 direct; 37,000 via Pendleton 2020 GRAT (trustee); 174,534 via Blue Mountain Trust (trustee) |
| Shares Outstanding (Reference) | 309,991,032 Class A; 36,537,854 Class B | — | — |
| Unvested Director RSUs (FY2024) | Shares | Vest Date |
|---|---|---|
| Annual director award (includes Sandell) | 3,039 unvested RSUs as of 12/31/2024 | 100% on June 4, 2025 or day prior to next Annual Meeting |
Governance Assessment
- Board effectiveness: Sandell serves as Lead Independent Director, enhancing independent oversight via executive sessions, agenda-setting input, and liaison responsibilities with Co-Chairs—supportive of robust governance in a dual Co-Chair structure .
- Independence and attendance: Board determined he is independent; he met the ≥75% attendance threshold in 2024 as all but one director did .
- Pay alignment: Director compensation is modest cash with majority in time-based RSUs that vest annually; no options/PSUs for directors; uses independent consultant (Compensia), reducing risk of pay misalignment .
- Conflicts and related-party exposure: The proxy’s related-party section does not disclose any transactions involving Sandell or NEA; Compensation Committee interlock risks appear limited (no reciprocal board/committee relationships with Cloudflare executives) .
- Committee engagement: As Compensation Committee member, he co-signed the committee report; the committee met 4 times in 2024 and conducts compensation risk assessments with Compensia, indicating active oversight .
Red Flags: None disclosed specific to Sandell in the proxy, including no attendance shortfall, no related-party transactions, no pledging/hedging disclosures, and no option repricings for directors .