BOX INC CLASS A (BOX)
Sector: Information Technology
2026 Annual Meeting Analysis
BOX INC CLASS A · Meeting: June 25, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors
Barsamian has served since 2018, meets independence standards, attended all required meetings per the proxy, and BOX's 3-year total return of -12.5% outperforms the disclosed compensation peer group median of -17.5% by 5 percentage points — well within the 20-percentage-point threshold needed to trigger a vote against, so no TSR flag applies; she also sits on two other public company boards (Five9 and Gen Digital), which is within the four-board limit.
Lazar has served since 2020, chairs the Audit Committee, is a certified public accountant providing clear financial expertise, attended all required meetings, and BOX's 3-year relative TSR outperforms the peer median — no TSR trigger fires; however, he sits on three other public company boards (Astera Labs, GlobalFoundries, Resideo), which is within the four-board overboarding limit, so no flag applies.
Murphy joined in May 2024, which is within the 24-month new-director exemption window from the TSR trigger, so he is automatically exempt from the performance accountability check; his background as a sitting CEO of Epicor Software is relevant enterprise-software experience, and the proxy confirms he attended at least 75% of all board and committee meetings.
All three Class III nominees pass the policy screens. BOX's 3-year total return of -12.5% outperforms its disclosed peer group median of -17.5% by 5 percentage points, which is well below the 20-percentage-point threshold required to trigger a vote against for negative absolute TSR, so the TSR trigger does not fire for any director. No director is overboarded, no attendance failures are disclosed, no familial relationships to management are identified, and all audit committee members have demonstrated financial expertise. Vote FOR all three nominees.
Say on Pay
✓ FORCEO
Aaron Levie
Total Comp
$12,608,146
Prior Support
96%%
CEO Aaron Levie received total compensation of approximately $12.6 million, which includes a heavily performance-weighted structure — the proxy confirms his most recent equity grant was 100% performance-based stock awards and his total target cash compensation is below the 10th percentile of the peer group, well within reasonable bounds for a $3.3 billion technology company CEO. The pay mix is strongly variable and performance-linked, with at least 50% of annual executive equity granted as performance-based awards since fiscal 2023, satisfying the policy's pay-mix requirement. The prior Say on Pay vote received 96% support, far above the 70% threshold, and BOX's 3-year total return of -12.5% outperforms the compensation peer group median of -17.5%, meaning above-benchmark incentive pay — to the extent it exists — is not misaligned with shareholder outcomes. The company also maintains a clawback policy covering both cash and equity awards.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,052,730
Non-Audit Fees
$174,637
Non-audit fees (tax services of $174,637) represent only about 5.7% of audit fees ($3,052,730), far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $3.3 billion public company. The proxy does not disclose EY's tenure, so the tenure trigger cannot be confirmed and per policy we do not assume a no vote; tenure non-disclosure is noted as a minor negative but does not change the determination. No material financial restatements are disclosed.
Overall Assessment
BOX's 2026 annual meeting ballot contains four proposals: election of three Class III directors, an advisory vote on executive pay, an equity plan share increase, and auditor ratification. All standard policy-evaluated proposals — the three director elections, Say on Pay, and auditor ratification — receive a FOR determination, supported by BOX's peer-beating 3-year TSR, a pay structure that is heavily performance-based with strong shareholder support history (96% in 2025), and an EY fee profile with minimal non-audit exposure at under 6% of audit fees. The equity plan share increase (Proposal 3) falls outside the current policy scope and is flagged for manual review.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing