Box Inc DEF 14A, filed May 15, 2023

Box Inc (BOX)

DEF 14A 2023-05-15

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Added on June 12, 2026

About this DEF 14A

Box Inc filed this DEF 14A on May 15, 2023.

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☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DATE AND TIME:			Tuesday, June 27, 2023 at 1:30 p.m. Pacific Time

PLACE:			Similar to previous years, the 2023 annual meeting of stockholders of Box, Inc. (“Box” or the “company”) (including any postponements, adjournments or continuations thereof, the “Annual Meeting”) will be a completely virtual meeting of stockholders. You can attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/BOX2023 where you will be able to listen to the meeting live, submit questions and vote online.

ITEMS OF BUSINESS:			1. To elect three Class III directors listed in the accompanying proxy statement to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

			2. To approve, on an advisory basis, the compensation of our named executive officers;

			3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024; and

			4. To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

RECORD DATE:			Our Board of Directors has fixed the close of business on May 1, 2023 as the record date for the Annual Meeting. Only holders of record of the company’s shares of Class A common stock and Series A Convertible Preferred Stock on May 1, 2023 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

PROXY VOTING:			YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

			Page
PROXY SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			4
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
Nominees for Director			11
Continuing Directors			14
Director Independence			18
Board Leadership Structure			18
Board and Stockholder Meetings and Board Committees			19
Compensation Committee Interlocks and Insider Participation			21
Considerations in Evaluating Director Nominees			21
Stockholder Recommendations for Nominations to the Board of Directors			21
Communications with the Board of Directors			22
Stockholder Engagement			22
Corporate Governance Guidelines and Code of Business Conduct and Ethics			22
Risk Management			23
Environmental, Social and Governance			23
Director Compensation			28
PROPOSAL NO. 1 ELECTION OF DIRECTORS			31
Nominees			31
Vote Required			31
PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			32
Vote Required			32
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			33
Fees Paid to the Independent Registered Public Accounting Firm			33
Auditor Independence			33
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			33
Vote Required			34
REPORT OF THE AUDIT COMMITTEE			35
EXECUTIVE OFFICERS			36
EXECUTIVE COMPENSATION			37
Compensation Discussion and Analysis			37
Our Company			37
Executive Summary			37
Processes and Procedures for Compensation Decisions			40
Peer Group Compensation Data			41
Executive Compensation Program Elements			43
Insider Trading Policy and Use of 10b5-1 Trading Plans			50
Accounting Considerations			50
Risk Considerations			50
Summary Compensation Table for Fiscal Year 2023			53
Grants of Plan-Based Awards in Fiscal Year 2023			53
Outstanding Equity Awards at 2023 Fiscal Year-End			54

			Page
Option Exercises and Stock Vested in Fiscal Year 2023			55
Pension Benefits and Nonqualified Deferred Compensation			55
Potential Payments upon Termination or Change in Control			55
CEO Pay Ratio			58
Pay-Versus-Performance			59
EQUITY COMPENSATION PLAN INFORMATION			62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			63
RELATED PERSON TRANSACTIONS			66
Relationship with KKR			66
Other Transactions			66
Policies and Procedures for Related Party Transactions			66
OTHER MATTERS			67
Stockholders Sharing the Same Address			67
Stockholder List			67
Stockholder Proposals and Director Nominations for the 2024 Annual Meeting of Stockholders			67
Section 16(a) Beneficial Ownership Reporting Compliance			68
Fiscal Year 2023 Annual Report and SEC Filings			69
Forward-Looking Statements			69

Proposal Number	Description	Board Recommendation
1	Election of Directors	FOR ALL the Company’s Nominees
	To elect three Class III directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
2	Advisory Vote on the Compensation of our Named Executive Officers	FOR
	To approve, on an advisory basis, the compensation of our named executive officers.
3	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2024.

	Chair	Executive Management and Leadership
	Member	Technology/Enterprise IT
*	If elected, term will expire in 2026	Operations
AC	Audit Committee	Finance/Investment/Accounting
CC	Compensation Committee	Corporate Governance/Public Company Board
NCGC	Nominating and Corporate Governance Committee	Go-To-Market
OC	Operating Committee	Product

	Recent Governance Improvements
	✔			Separation of Board Chair and CEO roles
	✔			Robust duties and responsibilities for independent Board Chair role
	✔			Women serving as Board Chair and chair of 3 Board committees
	✔			Half of the Board has joined since 2020
	✔			Elimination of all supermajority stockholder vote requirements in the Bylaws
	✔			Elimination of all supermajority stockholder vote requirements in the Charter
	✔			Majority voting standard in uncontested director elections with a director resignation policy
	✔			Proxy access for stockholders
	✔			Increased stock ownership and retention guidelines for directors, CEO and other named executive officers
	✔			Corporate Governance Guidelines reflect the Board’s commitment to actively seeking highly qualified women and individuals from underrepresented communities to include in the initial pool from which director candidates are selected
	✔			Average Board tenure goal of ten years or less for independent directors to encourage director refreshment

	Other Governance Practices
	✔			7 of 8 directors are independent
	✔			Each Board Committee is composed of solely independent directors
	✔			Annual Board and Committee performance evaluations
	✔			Ongoing comprehensive succession planning for CEO and key executive officers
	✔			Board is composed of 38% women and 38% of directors from underrepresented communities
	✔			Limitation on director service on other public company boards
	✔			All directors expected to attend 75% or more of all Board and Committee meetings
	✔			Policy prohibiting hedging of company stock by directors and officers
	✔			Clawback provisions for both cash and equity awards

Name	Age	Director Since	Independent	Class	Current Term Expires	Expiration of Term for Which Nominated	Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee	Operating Committee
Director Nominees:
Sue Barsamian	64	2018	Yes	III	2023	2026
Jack Lazar	57	2020	Yes	III	2023	2026
John Park	40	2021	Yes	III	2023	2026
Continuing Directors:
Dana Evan	63	2011	Yes	I	2024
Aaron Levie (CEO)	38	2005	No	I	2024
Amit Walia	51	2022	Yes	I	2024
Dan Levin	59	2010	Yes	II	2025
Bethany Mayer (Chair)	61	2020	Yes	II	2025

	Duties and Responsibilities of Independent Chair of our Board of Directors
	✔			Presiding over stockholder meetings, Board meetings and executive sessions of directors, with authority to call meetings of the Board of Directors and of the independent directors
	✔			Establishing the agenda for Board meetings in consultation with the chairs of applicable Board committees
	✔			Approving information sent to the Board of Directors for Board meetings
	✔			Approving meeting schedules for the Board of Directors
	✔			Conferring with the CEO on matters of importance that may require Board of Directors action or oversight
	✔			Promoting and facilitating effective communication and serving as a liaison between the independent directors and the CEO
	✔			Leading the Board of Directors in discussions concerning CEO performance and CEO succession
	✔			Being available for consultation and direct communication, if requested by major stockholders
	✔			Serving as spokesperson for the company, as requested

Committee	Committee Member Annual Retainer During Fiscal Year 2023	Committee Chair Annual Retainer During Fiscal Year 2023
Audit Committee	$10,000	$20,000
Compensation Committee	$8,000	$20,000
Nominating and Corporate Governance Committee	$5,000	$10,000
Operating Committee	$8,000	$20,000

Director	Fees Earned or Paid In Cash ($)	Stock Awards($)⁽¹⁾	Total($)
Sue Barsamian⁽²⁾	67,055	204,508	271,563
Carl Bass⁽³⁾	5,370	—	5,370
Dana Evan⁽⁴⁾	59,055	204,508	263,563
Kim Hammonds⁽⁵⁾	21,138	—	21,138
Jack Lazar⁽⁶⁾	67,055	204,508	271,563
Peter Leav⁽⁷⁾	20,918	—	20,918
Dan Levin⁽⁸⁾	41,360	204,508	245,868
Bethany Mayer⁽⁹⁾	117,055	306,748	423,803
John Park⁽¹⁰⁾	—	—	—
Amit Walia⁽¹¹⁾	18,438	438,902	457,340

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOLLOWING DIRECTORS TO THE BOARD:

✔ Sue Barsamian	✔ Jack Lazar	✔ John Park

	2022	2023
Audit Fees⁽¹⁾	$2,675,542	$2,559,564
Tax Fees⁽²⁾	$632,417	$544,980
Total Fees	$3,307,959	$3,104,544

Name	Age	Position
Aaron Levie	38	Chief Executive Officer
Dylan Smith	37	Chief Financial Officer
Stephanie Carullo	55	Chief Operating Officer


	NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

What we do		What we don’t do
✔	Modest CEO compensation. Our Chief Executive Officer receives modest short-term compensation and minimal equity compensation grants.	✘	No single-trigger benefits. We do not provide our named executive officers with any payments or benefits that vest or are paid solely upon a change in control.
✔	Annual Say-on-Pay votes. We hold an annual Say-on-Pay vote, and our Compensation Committee considers the results of the vote when evaluating our executive compensation program.	✘	No guaranteed salary increases. We do not guarantee our named executive officers any salary increases.
✔	Stock ownership requirements. We have adopted policies with respect to minimum stock ownership requirements for our named executive officers and members of our Board of Directors.	✘	No perquisites or special benefits. We do not provide our named executive officers with perquisites or other personal benefits that are not generally offered to all other employees.
✔	Clawback policy. We adopted a policy that allows us to recover any cash or equity-based incentive compensation from our named executive officers when the payment of such compensation was based upon financial results that were subsequently the subject of a financial restatement.	✘	No tax gross-ups. We do not provide our named executive officers with any tax gross-ups.
✔	Significant amount of compensation at-risk. A significant portion of our named executive officers’ compensation is at-risk compensation that is tied to achievement of corporate goals pursuant to our Executive Bonus Plan or our PSUs.	✘	No special retirement plans. We do not provide our named executive officers with any special executive retirement plans.
✔	Peer group review. We engage an outside compensation consultant to assist us in annually developing and updating a group of peer companies based on our selection criteria to help us determine named executive officer compensation.

	Element			Reasons for Providing Element
	Base Salary			Provide our named executive officers compensation for their services based on their knowledge, skills, past performance, and experience
	Performance-based Bonuses			Encourage our named executive officers to achieve short-term individual and company goals that drive our growth
	Performance-based and Time-based Equity Awards			Provide long-term retention and incentives to our named executive officers that align their interests with our stockholders’ interests
	Welfare and Other Employee Benefits			Provide for our named executive officers’ health and well-being consistent with the benefits received by our other employees
	Change in Control and Severance Benefits			Provide our named executive officers with a measure of security in order to minimize any distractions related to termination of employment and/or change in control and allow our named executive officers to focus on their duties and responsibilities to maximize stockholder value

Compensation Peer Group Entering Fiscal Year 2023	Changes	Compensation Peer Group Revised in Fiscal Year 2023 for Decisions after September 2022
8x8 Inc.	Removed
	Added	Alteryx
Cloudera, Inc.	Removed
	Added	Confluent Inc.
Cornerstone OnDemand Inc.	Removed
	Added	Coupa Software
Dropbox, Inc.		Dropbox, Inc.
	Added	Elastic N.V.
Five9 Inc.		Five9 Inc.
Guidewire Software, Inc.		Guidewire Software, Inc.
	Added	HashiCorp
	Added	Informatica
Mandiant, Inc. (formerly FireEye, Inc.)	Removed
Medallia, Inc.	Removed
Momentive Global Inc. (formerly SurveyMonkey Inc.)	Removed
New Relic, Inc.		New Relic, Inc.
Nutanix, Inc.		Nutanix, Inc.
PagerDuty, Inc.		PagerDuty, Inc.
Proofpoint Inc.	Removed
Qualys, Inc.		Qualys, Inc.
SolarWinds Corp		SolarWinds Corp
	Added	Splunk Inc.
Stamps.com Inc.	Removed
	Added	Teradata Corp
Verint Systems Inc.		Verint Systems Inc.
Zendesk, Inc.	Removed
Zuora, Inc.	Removed

Named Executive Officer	Base Salary Entering Fiscal Year 2023	Base Salary revised for Fiscal Year 2023 Effective May 2022
Mr. Levie	$180,000	$180,000
Ms. Carullo	$370,000	$400,000
Mr. Smith	$370,000	$425,000

Named Executive Officer	Fiscal Year 2023 Target Annual Incentive Compensation Opportunity (as a % of base salary for Fiscal 2023)	Fiscal Year 2023 Target Annual Incentive Compensation Opportunity*
Mr. Levie	55%	$99,000
Ms. Carullo	55%	$215,875
Mr. Smith	55%	$226,188

Performance Measure	Target (in millions)	Result (in millions)	Achievement of Target	Payout
Revenue	$993.0	$990.9	99.8%	99.8%
Non-GAAP Operating Income	$218.5	$229.0	104.8%	100.6%
Total				100.2%

Named Executive Officer	Target Annual Incentive Compensation Opportunity	Actual Incentive Compensation
Mr. Levie	$99,000	$99,208
Ms. Carullo	$215,875	$216,328
Mr. Smith	$226,188	$226,663

Named Executive Officer	Target Number of PSUs Eligible to Vest	Actual Number of Shares Earned and Subject to Time-Based Vesting
Ms. Carullo	75,000	79,335
Mr. Smith	82,500	87,268

	How We Manage Risks Related to Our Compensation Program
	Incentive compensation designed to be aligned with creation of long-term value for stockholders			• Payouts under our Fiscal 2023 Executive Bonus Plan and PSUs are based on achievement of revenue and non-GAAP operating income targets. These performance measures are viewed as supportive of our annual operating plan and create incentives for our named executive officers to create long-term value for our stockholders.


	Clawback policy			• Our Clawback Policy applies to certain current and former officers of the company who are subject to Section 16 of the Exchange Act.
				• Under the Clawback Policy, cash-based incentive compensation or performance-based equity compensation may be recovered from covered individuals if:
				○ the company materially restates all or a portion of its financial statements;
				○ the amount of cash incentive compensation or performance-based equity compensation that was paid or is payable based on achievement of financial or operating results paid to a participant would have been less if the financial statements had been correct at the time the incentive compensation was originally calculated or determined;
				○ no more than three years have elapsed since the original filing date of the financial statements upon which the incentive compensation was calculated or determined; and
				○ the Compensation Committee concludes, in its sole discretion, that the gross negligence, intentional misconduct or fraud by such participant caused or partially caused the material restatement of all or a portion of the financial statement(s) and that such participant should repay to the company all of the recoverable compensation.


	Hedging and pledging policies			• Our insider trading policy prohibits all directors and employees, including our named executive officers, from engaging in the following activities with respect to our common stock: trading in derivative securities, hedging transactions, short sales, pledging stock as collateral, or holding stock in a margin account.
	Hedging and pledging policies			• These policies are intended to prevent a misalignment, or appearance of misalignment, of interests with stockholders.


	Stock ownership guidelines			• Our executive officers and non-employee directors are required to achieve levels of ownership of company stock with the following values within the later of (i) five years of such individual’s appointment, election or promotion date, as applicable, and (ii) July 2, 2024:
				○ Non-employee directors: five times the annual cash retainer for Board service
				○ Chief Executive Officer: five times annual base salary
				○ Other named executive officers: two times annual base salary.
				• As of January 31, 2023, all of our directors and named executive officers met, exceeded, or were on track to meet these ownership guidelines within the time frames set out above based on their respective rates of stock accumulation.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ($)⁽³⁾	Total Compensation ($)
Aaron Levie Chief Executive Officer	2023	180,000	—	—	93,378	201	273,579
	2022	180,000	—	—	112,301	213	292,514
	2021	180,000	—	—	108,027	217	288,244
Stephanie Carullo Chief Operating Officer	2023	392,500	—	4,389,000	203,590	434	4,985,524
	2022	370,000	—	3,598,500	230,797	820	4,200,117
	2021	370,000	—	1,803,750	222,027	443	2,396,220
Dylan Smith Chief Financial Officer	2023	411,250	—	4,827,900	213,312	452	5,452,914
	2022	370,000	—	4,198,250	230,797	438	4,799,485
	2021	370,000	—	2,886,000	222,027	446	3,478,473

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽¹⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)
Aaron Levie	—	—	99,000⁽²⁾	—	—	—	—	—	—	—	—
Aaron Levie	04/01/2022	—	—	—	—	—	—	3,898⁽³⁾	—	—	112,301⁽⁴⁾
Stephanie Carullo	—	—	215,875⁽²⁾	—	—	—	—	—	—	—	—
	04/01/2022	—	—	—	—	—	—	8,011⁽³⁾	—	—	230,797⁽⁴⁾
	04/04/2022	—	—	—	—	—	—	75,000⁽⁵⁾	—	—	2,194,500
	04/04/2022	—	—	—	37,500	75,000⁽⁶⁾	112,500	—	—	—	2,194,500
Dylan Smith	—	—	226,188⁽²⁾	—	—	—	—	—	—	—	—
	04/01/2022	—	—	—	—	—	—	8,011⁽³⁾	—	—	230,797⁽⁴⁾
	04/04/2022	—	—	—	—	—	—	82,500⁽⁵⁾	—	—	2,413,950
	04/04/2022	—	—	—	41,250	82,500⁽⁶⁾	123,750	—	—	—	2,413,950

		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock that Have Not Vested (#)	Market Value of Shares of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Aaron Levie	—	—	—	—	—	—	—	—	—
Stephanie Carullo	08/01/2017⁽²⁾	400,000	—	19.01	07/30/2027	—	—	—	—
	04/03/2019⁽³⁾	191,666	8,334	20.12	04/03/2029	—	—	—	—
	04/03/2020⁽⁴⁾	—	—	—	—	39,063	1,249,625	—	—
	04/02/2021⁽⁵⁾	—	—	—	—	84,375	2,699,156	—	—
	04/04/2022⁽⁶⁾	—	—	—	—	60,938	1,949,407	—	—
	04/04/2022⁽⁷⁾	—	—	—	—	—	—	79,335	2,537,927
Dylan Smith	04/03/2014⁽²⁾	140,000	—	17.85	04/03/2024	—	—	—	—
	01/02/2015⁽²⁾	120,000	—	14.05	01/02/2025	—	—	—	—
	06/18/2015⁽²⁾	34,000	—	17.52	06/18/2025	—	—	—	—
	04/09/2017⁽²⁾	450,000	—	16.68	04/09/2027	—	—	—	—
	04/03/2019⁽³⁾	287,500	12,500	20.12	04/03/2029	—	—	—	—
	04/03/2020⁽⁴⁾	—	—	—	—	62,500	1,999,375	—	—
	04/02/2021⁽⁵⁾	—	—	—	—	98,438	3,149,032	—	—
	04/04/2022⁽⁶⁾	—	—	—	—	67,032	2,144,354	—	—
	04/04/2022⁽⁷⁾	—	—	—	—	—	—	87,268	2,791,703

	Options Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾
Aaron Levie	2,000,000	46,186,800	3,898	112,301
Stephanie Carullo	—	—	90,823	2,472,219
Dylan Smith	140,000	3,803,800	117,229	3,187,862

Executive	Payment Elements	Termination Without Cause or Termination for Good Reason Within Change in Control Period ($)	Termination Without Cause Outside of Change in Control Period ($)
Aaron Levie	Salary	180,000	90,000
	Bonus	99,000	—
	Stock Options⁽¹⁾	—	—
	Stock Awards⁽²⁾	—	—
	Health Coverage⁽³⁾	30,199	15,099
	Total	309,199	105,099
Stephanie Carullo	Salary	400,000	200,000
	Bonus	215,875	—
	Stock Options⁽¹⁾	98,925	—
	Stock Awards⁽²⁾	8,297,438	—
	Health Coverage⁽³⁾	21,598	10,799
	Total	9,033,836	210,799
Dylan Smith	Salary	425,000	212,500
	Bonus	226,188	—
	Stock Options⁽¹⁾	148,375	—
	Stock Awards⁽²⁾	9,931,935	—
	Health Coverage⁽³⁾	30,590	15,295
	Total	10,762,088	227,795

					Value of initial fixed $100 Investment based on:
Fiscal Year	Summary Compensation Table Total for PEO ($)⁽¹⁾	Compensation Actually Paid to PEO ($)⁽²⁾	Average Summary Compensation Table Total for Non-PEO NEO ($)⁽³⁾	Average Compensation Actually Paid to Non-PEO NEO ($)⁽⁴⁾	Total Shareholder Return ($)⁽⁵⁾	Peer Group Total Shareholder Return ($)⁽⁶⁾	Net Income ($)⁽⁷⁾	Company Selected Measure (Non-GAAP Operating Income) ($)⁽⁸⁾
2023	273,579	(721,895)	5,219,219	7,241,777	213	142	26,783,000	228,978,000
2022	292,514	248,240	4,499,801	7,923,836	174	183	(41,459,000)	173,422,000
2021	288,244	24,643	2,937,347	3,691,476	115	146	(43,433,000)	118,842,000

Description of Adjustment	2023	2022	2021
Summary Compensation Table – Total Compensation for PEO ($)	273,579	292,514	288,244
Subtract grant date fair value of equity awards in Summary Compensation Table ($)	(43,775)	(112,301)	(108,027)
Add year end fair value of equity awards granted during year that are outstanding and unvested at fiscal year end ($)*	—	—	—
Adjust for year over year change in fair value of outstanding and unvested equity awards granted in prior years ($)	—	(40,000)	(208,000)
Add fair value as of vesting date of equity awards granted and vested in the year ($)	112,301	108,027	52,426
Adjust for year over year change in fair value of equity awards granted in prior years that vested in the year ($)	—	—	—
Subtract fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($)	(1,064,000)	—	—
Total Equity Adjustments (subtotal) ($)	(995,474)	(44,274)	(263,601)
Compensation Actually Paid ($)	(721,895)	248,240	24,643

Plan Category	Class of Common Stock	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights⁽¹⁾	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))⁽²⁾
Equity compensation plans approved by stockholders	Class A	17,038,816	$17.32	35,984,166
Equity compensation plans not approved by stockholders		—	—	—
Total	Class A	17,038,816	$17.32	35,984,166

Name of Beneficial Owner	Number of Class A Common Stock Beneficially Owned	Percent of Class A Common Stock Beneficially Owned	Number of Series A Preferred Shares Beneficially Owned⁺	Percent of Series A Preferred Shares Beneficially Owned
5% Stockholders:
The Vanguard Group, Inc.⁽¹⁾	14,950,700	10.3%	—	—
BlackRock, Inc.⁽²⁾	14,667,787	10.1%	—	—
Entities Affiliated with KKR⁽³⁾	—	—	149,999	30.0%
Entities Affiliated with Centerbridge⁽⁴⁾	—	—	116,667	23.3%
Kennedy Lewis Capital Partners Master Fund II L.P⁽⁵⁾	—	—	116,667	23.3%
Oak Hill Advisor Entities⁽⁶⁾	—	—	116,667	23.3%

Named Executive Officers and Directors:
Aaron Levie	3,088,653	2.1%	—	—
Dylan Smith⁽⁷⁾	2,356,595	1.6%	—	—
Stephanie Carullo⁽⁸⁾	891,648	*	—	—
Sue Barsamian⁽⁹⁾	68,871	*	—	—
Dana Evan⁽¹⁰⁾	177,845	*	—	—
Jack Lazar⁽¹¹⁾	58,221	*	—	—
Dan Levin⁽¹²⁾	478,677	*	—	—
Bethany Mayer⁽¹³⁾	52,913	*	—	—
John Park	—	—	—	—
Amit Walia	—	—	—	—
All executive officers and directors as a group (10 persons)⁽¹⁴⁾	7,173,423	4.9%	—	—