Stacey Cunningham
CloudflareAbout Stacey Cunningham
Stacey Cunningham, age 50, joined Cloudflare’s Board in March 2025 as an independent Class III director and member of the Nominating & Corporate Governance Committee. She is Operating Partner at Advent International and the former President of NYSE Group; she also serves on the New York Stock Exchange board and holds a B.S. in Industrial Engineering from Lehigh University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE Group | President | May 2018 – Jan 2022 | Led operations and governance of the exchange group |
| New York Stock Exchange | Chief Operating Officer | Jun 2015 – May 2018 | Operational leadership at the exchange |
| Cloudflare, Inc. | Director (Class III) | Mar 2025 – Present; nominated to 2028 term | Member, Nominating & Corporate Governance Committee |
| Advent International | Operating Partner | Oct 2022 – Present | Private equity operating leadership |
External Roles
| Organization | Role | Since/Until | Notes |
|---|---|---|---|
| New York Stock Exchange | Director | Current | Board service at exchange; governance expertise |
| Advent International | Operating Partner | Oct 2022 – Present | Global private equity role |
| Georgetown University Psaros Center for Financial Markets & Policy | Advisor | Current | Advisory role (per company press release) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not an Audit or Compensation Committee member .
- Independence: Board determined she is independent under NYSE and SEC rules; no Item 404(a) related-party transactions interest disclosed .
- Board structure: Cloudflare’s Board has nine directors across three staggered classes; Cunningham is a Class III nominee for a term through the 2028 annual meeting .
- Engagement context: Board held six meetings in FY2024; all directors met 75%+ attendance except Mark Anderson (pre-Cunningham service). Nominating & Corporate Governance Committee held three meetings in FY2024 .
Fixed Compensation
| Component | Amount | Eligibility/Application to Cunningham | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000 | Applicable | Paid quarterly, prorated |
| Nominating & Corporate Governance Committee – Member fee | $4,000 | Applicable | Annual fee for committee membership |
| Nominating & Corporate Governance Committee – Chair fee | $7,500 | Not applicable | Chair-only; Cunningham is a member, not chair |
| Audit Committee – Member fee | $10,000 | Not applicable | Not an Audit Committee member |
| Compensation Committee – Member fee | $6,000 | Not applicable | Not a Compensation Committee member |
Performance Compensation
| Award Type | Grant Value (Fair Value) | Shares (#) | Vesting | Eligibility/Application to Cunningham |
|---|---|---|---|---|
| Initial RSU award upon joining Board | $400,000 | Not disclosed (value-based, rounded down) | Vests in equal annual installments on each of the first three anniversaries of Board start date | Eligible under policy for new non-employee directors |
| Annual RSU award (if ≥6 months service by annual meeting) | $206,750 | Not disclosed (value-based, rounded down) | Vests on earlier of one year from grant or day prior to next annual meeting | Joined Mar 2025; policy requires six months of service at annual meeting date to receive annual award |
| Change-in-control treatment | Full vesting of outstanding director equity if serving through transaction date | — | Single-trigger full vest for director awards under 2019 Plan | Applies to non-employee directors |
Notes:
- New directors receive an initial RSU award; annual RSU awards require at least six months of continuous service by the annual meeting date .
- Director awards are service-vested only; no disclosed performance metrics for director compensation .
Other Directorships & Interlocks
| Company/Body | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| New York Stock Exchange | Director | Cloudflare is listed on NYSE; Board has affirmed Cunningham’s independence and disclosed no reportable related-party transactions |
Expertise & Qualifications
- Financial markets and public company governance expertise from NYSE leadership roles; operating experience in exchange technology and market structure .
- Private equity operating partner experience at Advent International, bringing investor, strategic, and governance perspective .
- Industrial Engineering degree from Lehigh University .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting % |
|---|---|---|---|---|---|
| Stacey Cunningham | — | * | — | * | * |
- As of March 31, 2025, no beneficial ownership reported; ownership guidelines require non-employee directors to hold shares valued at least 3x the annual cash retainer (i.e., $90,000), with compliance required by the last trading day after five full calendar years from joining the Board .
Governance Assessment
- Independence and conflicts: Board affirmatively determined Cunningham is independent; 8-K states no Item 404(a) related-party transactions interest; Cloudflare’s audit committee reviews and must approve related-party transactions under a formal policy—mitigating conflict risk .
- Compensation and alignment: Director pay is modest cash plus service-vested RSUs; initial $400k RSU aligns incentives with shareholders; change-in-control single-trigger vesting for directors is standard; stock ownership guidelines (3x retainer) and prohibitions on hedging/pledging strengthen alignment .
- Attendance/engagement: Committee met three times in FY2024; Board met six times; while Cunningham joined in 2025, overall cadence indicates active governance processes .
- Legal/Policy safeguards: Clawback applies to executive officers; for directors, insider trading policy prohibits hedging and pledging; indemnification agreement entered upon appointment, standard for listed companies .
Red Flags: None disclosed for Cunningham—no related-party transactions, no Section 16 issues, and independence affirmed by the Board .