Slide 1: Unlocking Value at Box
Unlocking Value at Box August 2021 “We have covered tech/software for 18 years and have never come across a company that is a leader in a $40B TAM and continues to mis-execute so badly. The commentary every quarter of ‘strong demand’, ‘sales productivity/enablement improvements’ and ‘solid momentum’
Slide 2: Disclaimer
Disclaimer This presentation is for discussion and general informational purposes only. It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice o
Slide 3: Table of Contents
TABLE OF CONTENTS I. Executive Summary 4 V. Creating the Best Board for Box 165 II. Starboard’s History at Box 21 VI. Conclusion 172 III. Real Change is Required at Box 36 Appendix I: Case Studies – Value Creation Through A. Stock Price Underperformance 38 Board Improvement in the Technology Industr
Slide 4: I. Executive Summary
I. Executive Summary STARBOARRIBAU E
Slide 5: Starboard Value's Investment in Box
Starboard Value’s Investment in Box Starboard Value LP (together with its affiliates, “Starboard” or “we”) invested in Box, Inc. (“Box” or the “Company”) two years ago based on our view that the Company could significantly improve its performance and create substantial value for the benefit of all s
Slide 6: Starboard Value
Starboard Value Lead Positions Since 2011 Note: Companies represent Lead Positions initiated since the spin out of Starboard from Ramius LLC in March 2011. Lead positions are where (i) Starboard’s aggregate ownership is more than 5% of the company, and therefore must file a Schedule 13D, (ii) Starbo
Slide 7: Box Overview
Box Overview Box is a leading player in the content management category of enterprise software, with a cloud-native offering and a best-of-breed solution. Box provides a leading cloud content management platform that enables organizations of all sizes to securely manage their content while allowin
Slide 8: Box Has Evolved From a One-Product Company to Offering a Full Platform Solution
Box Has Evolved From a One-Product Company to Offering a Full Platform Solution Over the past several years, Box has rolled out add-on product offerings that created additional use cases for its solutions and addressed customer needs. Box Pre-IPO Box Today Prior to its IPO, Box was a one-product c
Slide 9: Despite Strong Product Positioning, Box Has Failed to Deliver on Its Commitments
Despite Strong Product Positioning, Box Has Failed to Deliver on Its Commitments Box claims to be well-positioned to drive accelerating growth. While there is a perception that Box has been facing increased competitive pressure from larger players, such as Microsoft, Box’s management team has been
Slide 10: Box Has Consistently Missed Its Long-Term Targets
Box Has Consistently Missed Its Long-Term Targets Since its IPO in 2015, Box has set and missed numerous long-term revenue targets. Consistent Failure to Hit Revenue and Growth Targets September 2016 October 2017 August 2018 October 2019 September 2020 $1 Billion $1 Billion 12% - 18% 12% - 16% $1 Bi
Slide 11: Box Has Been Disappointing Since Its IPO
Box Has Been Disappointing Since Its IPO Starboard invested in Box following a massive swell of frustration from the investment and analyst community as a result of Box’s continually poor execution. “We believe the time has come for material changes in leadership here as BOX remains in a “no-man’s l
Slide 12: Box Continues to Disappoint Today
Box Continues to Disappoint Today Today, there continues to be significant frustration with Box’s performance and a lack of belief in Box’s ability to improve results. “While Box was once one of the fastest-growing companies in software (70% growth at $225M+ in ARR at IPO), growth has dramatically d
Slide 13: Box Was a Disappointment Prior to Our Involvement
Box Was a Disappointment Prior to Our Involvement Box’s financial performance and stock price massively underperformed that of its proxy peer group (the “Peer Group”) prior to our involvement. Box Performance Prior to Our Involvement Peer Group 6.3% Operating Median(2) (870bps) Margin Relative Under
Slide 14: Since Then, Box Has Addressed Some Opportunities, But Significant Issues Remain
Since Then, Under Severe Pressure, Box Has Addressed Some Opportunities, But Significant Issues Remain Despite margin improvement, growth continues to decelerate while exorbitant equity issuance and compensation issues continue to plague the Company. Focus Only on Non-GAAP Metrics Failed to Reinvigo
Slide 15: Box Is Plagued By More Than Operational Issues
Box Is Plagued By More Than Operational Issues Box has poor governance and compensation practices, and the Company recently executed financings that we believe were not in the best interests of common stockholders. Poorly designed compensation programs that do not tie executive compensation to sto
Slide 16: Box's Own Board Is Unhappy With the Company's Poor Performance
Box’s Own Board Is Unhappy With the Company’s Poor Performance In each of FY2019, FY2020, and FY2021, Box’s Compensation Committee chose to exercise “negative discretion” under the annual incentive plan due to dissatisfaction with the Company’s performance. FY2019 Executive Bonus Plan FY2020 Executi
Slide 17: Box Trades at a Deep Discount to Its Peer Group
Box Trades at a Deep Discount to Its Peer Group Due to repeatedly missing commitments and a lack of credibility with investors, Box trades at a deep discount to its peers. We believe that with improved performance and execution, as well as better oversight and governance practices, Box has a signi
Slide 18: Box Trades at a Massive Discount to Best-In-Class Software Companies
Box Trades at a Massive Discount to Best-In-Class Software Companies Box’s Peer Group has been recently revised to include lower growth companies as Box’s own growth rate has slowed. We believe Box is exposed to favorable end-market trends in a large, growing market and should strive to be best-in
Slide 19: We Believe There Are Opportunities to Improve Operating Performance at Box
We Believe There Are Opportunities to Improve Operating Performance at Box Summary of Potential Operational Improvement Opportunities Sustainably improve Box’s revenue growth through improvements to the go-to-market organization. Develop a more customer-centric culture in its go-to-market organi
Slide 20: We Have Nominated a Highly-Qualified Minority Slate of Directors
We Have Nominated a Highly-Qualified Minority Slate of Directors Who Are Equipped to Help Govern Box Collectively, we believe our director nominees have the necessary experience and independence to oversee a value-enhancing transformation of Box. Overview of Starboard Nominees Deborah S. Conrad Seas
Slide 21: II. Starboard's History at Box
II. Starboard’s History at Box 21
Slide 22: We Have Attempted to Work With Box for Two Years
We Have Attempted to Work With Box for Two Years Starboard invested in Box two years ago based on our view that the Company could significantly improve its performance and create substantial value for the benefit of all stockholders after years of underperformance. Box went public in January 2015,
Slide 23: Box Lacked Operational Rigor and Financial Discipline
Box Lacked Operational Rigor and Financial Discipline Prior to Starboard’s involvement in 2019, Box’s operating performance significantly lagged that of the Peer Group. For years following its IPO, due to overspending in pursuit of elusive growth, as well as poor execution, Box operated at subpar
Slide 24: Box Lagged Peers Prior to Starboard's Involvement
Box Lagged Peers Prior to Starboard’s Involvement Box did an extremely poor job balancing growth and profitability, leading to a valuation multiple discount relative to the Peer Group. In the software space, there is a positive correlation between strong growth + profitability and higher valuation
Slide 25: Box Has Created Essentially No Value Since Its First Day of Trading
Box Has Created Essentially No Value Since Its First Day of Trading Box’s stock price today is at approximately the same price where it closed after its first day of trading. Box’s stock price has increased by a meager 5% in six years, while its Peer Group has gained more than 500% during this sam
Slide 26: Starboard's Involvement Was Well-Received by the Market
Starboard’s Involvement Was Well-Received by the Market In September 2019, after years of stockholder frustration and poor performance at Box, Starboard filed a Schedule 13D disclosing a large position in the Company. 1-Day Share Price Reaction(1) Analyst Commentary 12.3% “We are not surprised to se
Slide 27: We Took a Collaborative and Open-Minded Approach to Help Box
We Took a Collaborative and Open-Minded Approach to Help Box Our investment thesis focused on a clear opportunity to drive profitable growth, improve capital allocation, and enhance governance and compensation practices. Over the past two years, we have highlighted numerous opportunities to improv
Slide 28: Starboard's Settlement With Box
Starboard’s Settlement With Box In March 2020, Box and Starboard reached an agreement that improved Box’s poor governance profile. During our engagement, we developed a view that meaningful changes were likely needed to sustainably improve performance. However, the Board and management were insi
Slide 29: Box Has Failed to Reinvigorate Growth
Box Has Failed to Reinvigorate Growth Despite repeatedly making promises to reinvigorate growth, management failed to execute and Box continues to see lackluster top-line performance. Select Sellside and Industry Analyst Commentary “Holger Mueller of Constellation Research Inc. said Box’s “Box has g
Slide 30: While Non-GAAP Margins Have Improved, Box Is Still Unprofitable After Stock-Based Compensation
While Non-GAAP Margins Have Improved, Box Is Still Unprofitable After Stock-Based Compensation Despite improved non-GAAP profitability, Box is still unprofitable when factoring in stock-based compensation, which is a real expense. Prior to Starboard’s involvement, management was massively overspen
Slide 31: Box Continues to Significantly Underperform
Box Continues to Significantly Underperform As a result of the issues, the Company continues to underperform relative to its Peer Group and the broader market. Stock Price Performance Since Starboard Settlement 140% 120% 121% 116% ~26% Under- performance 100% 95% 95% 80% 60% 40% 20% 0% Mar. 20 May.
Slide 32: Issues Continue to Plague Box
Issues Continue to Plague Box Box continues to have a number of issues that demonstrate an urgent need for change. Continues to miss its short-term and long-term operational and financial commitments. Continued Operational Failed to reinvigorate growth after two years of promising an imminent re
Slide 33: Box Began to Take Defensive Actions After Disappointing Investors Yet Again
Box Began to Take Defensive Actions After Disappointing Investors Yet Again Following a disappointing set of results for Q3 FY2021, Starboard re-energized its engagement with the Board regarding performance and the right path forward for the Company. 12/1/2020: 1/14/2021: 1/19/2021: 4/8/2021: Box di
Slide 34: Box Was Not Receptive to Our Attempts to Work Together
Box Was Not Receptive to Our Attempts to Work Together Starboard’s involvement was once again well-received by stockholders, as evidenced by the stock price reaction on the day of our nomination. Starboard Announced Intention to Nominate Board Directors(1) 1-Day Price Reaction to Starboard Nominatio
Slide 35: Our Goal Is to Help Box
Our Goal Is to Help Box We have been focused solely on helping the Company improve its performance and create long-term value during the entirety of our engagement with Box. We have spent much of the past two years working with and encouraging Box to perform better, address past issues, and create
Slide 36: III. Real Change Is Required at Box
III. Real Change Is Required at Box 36
Slide 37: Box Is in Need of Change Following Years of Underperformance
Box Is in Need of Change Following Years of Underperformance We believe there are many serious issues that must be addressed at Box. Underperformed its Peer Group by 451% since its IPO A. Stock Price Underperformance Trades at the lowest revenue multiple of its Peer Group Continued subpar reve
Slide 38: A) Stock Price Underperformance
A) Stock Price Underperformance 38
Slide 39: Box Has Massively Underperformed Since Its IPO
Box Has Massively Underperformed Since Its IPO Since its IPO, Box has significantly underperformed its Peer Group, as well as the software industry and broader market Despite Box’s technology leadership and strong competitive positioning, the Company has underperformed its Peer Group by more than
Slide 40: Box Has Created Essentially No Value Since Its First Day of Trading
Box Has Created Essentially No Value Since Its First Day of Trading Box’s stock price today is at approximately the same price where it closed after its first day of trading. Box’s stock price has increased by a meager 5% in six years, while its Peer Group has gained more than 500% during this sam
Slide 41: Significant Relative Underperformance
Significant Relative Underperformance Since its IPO, Box’s stock price performance has lagged its Peer Group, as well as the broader market indices, across almost every time horizon. Returns Summary One-Year Stock Price Performance S in c e 1- Ye a r 3 - Ye a r 5 - Ye a r IP O S &P 500 35.2% 63.8% 1
Slide 42: Box Has a Consistent Track Record of Disappointing Investors
Box Has a Consistent Track Record of Disappointing Investors Box’s stock price has reacted negatively following earnings more than 65% of the time since its IPO. 1-Day Stock Price Reaction to Earnings Since IPO Quarter Stock Price Reaction Quarter Stock Price Reaction Negative Stock Price Reaction i
Slide 43: Box Trades at a Deep Discount to Its Peer Group
Box Trades at a Deep Discount to Its Peer Group As a result of consistent misexecution and questionable capital allocation decisions, Box continues to trade at a deep discount to its Peer Group. Box has failed to produce enough consistent growth to attract growth-oriented investors and is not gene
Slide 44: B) Poor Operating Performance
B) Poor Operating Performance 44
Slide 45: Annual Revenue Growth Continues to Decelerate
Annual Revenue Growth Continues to Decelerate Box’s revenue growth rate continues to decline despite repeated promises from management regarding a reacceleration of revenue growth. Revenue Growth Over Time Select Analyst Commentary 39.9% “…if growth has been decelerating dramatically while Box spent
Slide 46: Recent Revenue Trends Show a Continued Slowdown
Recent Revenue Trends Show a Continued Slowdown Box’s recent quarterly results also show decelerating growth. Select Sellside and Industry Analyst Commentary “Holger Mueller of Constellation Research Inc. said Box’s “Box has guided to a meaningfully improved financial model, revenue growth of just 1
Slide 47: Lagging Growth Relative to Peer Group
Lagging Growth Relative to Peer Group Largely as a result of operational issues, Box continues to have weak revenue growth relative to that of its Peer Group. CY2021E Revenue Growth 44.0% 34.2% 27.7% 18.5% 17.6% 16.8% 11.8% 11.1% 10.7% 10.2% 9.8% 8.6% 6.1% 4.1% 3.6% (1.9%) Hubspot Five9 Zendesk Mome
Slide 48: Box Remains Unprofitable After Deducting Stock-Based Compensation
Box Remains Unprofitable After Deducting Stock- Based Compensation Although some progress has been made on improving operating margins, Box is still losing money on an operating margin basis when accounting for stock-based compensation. Adjusted Operating Margin Improvement Negative Profitability Af
Slide 49: Net Retention Rate and Large Deal Growth Have Declined Over Time
Net Retention Rate and Large Deal Growth Have Declined Over Time Box has seen concerning trends with net retention rate and large deal growth, both of which management has repeatedly called out as key drivers of the Company’s plan to reaccelerate growth. Net Retention Rate Has Declined Large Deal Gr
Slide 50: Box Has Struggled With Strategy
Box Has Struggled With Strategy By the CEO’s own admission, the Company needed to reset both its product strategy and go-to-market model in an attempt to improve performance. Strategic Struggles Box’s CEO recently commented that the Company was forced to reset both its product strategy and go-to-m
Slide 51: Box Has Struggled With Sales Execution
Box Has Struggled With Sales Execution Box has also seen declining productivity metrics in its go-to-market organization over the past few years. Operational Issues A key measure of Box’s operating performance can be seen in sales force productivity. As shown in the chart on the left, sales forc
Slide 52: Box Has Been Slow to Optimize Its Workforce Location Strategy
Box Has Been Slow to Optimize Its Workforce Location Strategy Box continues to have the vast majority of its employee base in high cost locations, despite countless examples of other companies successfully lowering costs by moving some of their employees to lower cost geographies. During the cours
Slide 53: Box's Peers Have Called Out a Significant Margin Improvement Opportunity
Box’s Peers Have Called Out a Significant Margin Improvement Opportunity from Hiring Talent Globally The vast majority of Box’s employees are based in the United States, making Box an outlier among peers who have been able to utilize lower-cost talent abroad. “We have a huge engineering talent in In
Slide 54: Box Has An Inefficient Product Development and R&D Organization
Box Has An Inefficient Product Development and R&D Organization Despite spending almost $1 billion in cumulative R&D expenses over the last six years, Box has to rely on acquisitions for key product features. Despite continuing to spend significantly on internal R&D efforts, Box’s two primary prod
Slide 55: Many Companies Exposed to Digital Transformation Trends Accelerated Growth During 2020
Many Companies Exposed to Digital Transformation Trends Accelerated Growth During 2020 Although many cloud-based software companies benefited from the acceleration of digital transformation, which resulted in a meaningful valuation uplift, Box was unable to take advantage of this opportunity. Duri
Slide 56: Management Blamed SMB Exposure For Weakness During the Pandemic
Management Blamed SMB Exposure For Weakness During the Pandemic Despite management arguing that Box is a vital component of their SMB customers’ IT spend, the Company saw weakness in the SMB segment at the peak of COVID-19. Management Commentary Estimated SMB Exposure as % of Total Revenue The SMB a
Slide 57: However, Many SMB-Focused Software Companies Thrived During the Pandemic
However, Many SMB-Focused Software Companies Thrived During the Pandemic Many technology companies that had significant SMB exposure thrived during the pandemic, and those management teams took advantage of this opportunity to grow their businesses. Despite Box claiming that softness in the SMB ma
Slide 58: Summary of Operational Issues
Summary of Operational Issues Box has been plagued by poor operating performance since its IPO in January 2015. Box’s revenue growth continues to decelerate, despite management’s promises to the contrary. – Box has seen concerning trends with net retention rate and large deal growth, both of which
Slide 59: C) Pattern of Missed Expectations
C) Pattern of Missed Expectations 59
Slide 60: Box Has a Long Track Record of Missing Expectations
Box Has a Long Track Record of Missing Expectations Since Box’s IPO, stockholders have suffered through years of Box missing commitments on both short-term and long-term metrics. As shown in the following slides, Box has a history of failing to achieve the targets to which it has publicly committe
Slide 61: Box Has Consistently Missed Its Long-Term Targets
Box Has Consistently Missed Its Long-Term Targets Since its IPO in 2015, Box has set and missed numerous long-term revenue targets. Consistent Failure to Hit Revenue and Growth Targets September 2016 October 2017 August 2018 October 2019 September 2020 $1 Billion $1 Billion 12% - 18% 12% - 16% $1 Bi
Slide 62: September 2016 – Box Sets Initial Long-Term Target
September 2016 – Box Sets Initial Long-Term Target In September 2016, Box published a long term revenue target of $1 billion of run-rate revenue in FY2021. Management Commentary on Long-Term Growth Long-Term Revenue Target “We're committed to achieving a $1 billion run rate September 2016: Q4 FY2021
Slide 63: October 2017 – Box Pulls Forward Its Target
October 2017 – Box Pulls Forward Its Target In October 2017, Box pulled forward its timeframe to achieve $1 billion of run-rate revenue by one quarter. Management Commentary on Long-Term Growth New Long-Term Revenue Target “Box is one of the most predictable models in all of October 2017: Q3 FY2021
Slide 64: August 2018 – Box Delays $1 Billion Target by One Year
August 2018 – Box Delays $1 Billion Target by One Year In August 2018, Box delayed its revenue target of $1 billion to FY2022. Based on the Company’s own guidance, it expects to miss this target by 15%. Management Commentary on Long-Term Growth New Long-Term Revenue Target “We are committed to and d
Slide 65: October 2019 – Box Switches to a Growth Rate Forecast
October 2019 – Box Switches to a Growth Rate Forecast In October 2019, Box withdrew specific timing for its $1 billion revenue target and moved to a growth rate forecast. Management Commentary on Long-Term Growth New Long-Term Revenue Growth Target October 2019: FY2023 Revenue Growth “Yes, so I woul
Slide 66: September 2020 – Box Again Delays Target and Lowers Expectations
September 2020 – Box Again Delays Target and Lowers Expectations In September 2020, Box yet again pushed out the timing of a growth re-acceleration from FY2023 to FY2024 and lowered its long term growth target to 12% - 16%. Total Loss of Management & Board Credibility New Long-Term Revenue Growth Ta
Slide 67: Box Has Also Failed to Deliver on the Key Drivers of Revenue Growth
Box Has Also Failed to Deliver on the Key Drivers of Revenue Growth Despite management’s commentary on improving trends and significant progress made, Box failed to deliver on its commitments for many of the operational metrics underlying revenue growth. For Box, there are several key inputs to ov
Slide 68: Net Retention Rate Continues to Decline
Net Retention Rate Continues to Decline At the October 2019 Investor Day, management published a target of >106% net retention in FY2021, which was higher than FY2020, as a first step in reinvigorating revenue growth. However, the Company failed to achieve this target. October 2019 Investor Day “…so
Slide 69: Large Deal Growth Was Anemic
Large Deal Growth Was Anemic Box published a target for 30% growth in six-figure deals in FY2021 – in reality, growth was less than 4%, during a time in which many other software businesses exposed to digital transformation trends saw substantial growth. Despite commentary about strong trends with
Slide 70: Sales Productivity Gains Were Below Box's Target
Sales Productivity Gains Were Below Box’s Target Box missed its target for an increase in sales force productivity during a time when the sales force was generally unable to travel and incur expenses, but is now planning to meaningfully increase the size of the sales force in an attempt to drive hig
Slide 71: D) Poor Capital Allocation
D) Poor Capital Allocation 71
Slide 72: Box's Misguided Capital Allocation Strategy
Box’s Misguided Capital Allocation Strategy Despite starting in an enviable position with a net cash balance and significant future free cash flow generation, Box has made a string of surprising and value destructive capital allocation decisions. As of Q3 FY2021, Box had $275 million of cash on it
Slide 73: Box's Capitalization Relative to Peers Pre-Financings
Box’s Capitalization Relative to Peers Pre-Financings Prior to the Company’s recent financings, Box’s capitalization was in-line with its Peer Group. Cash as a Percentage of Market Capitalization 26.9% 19.2% 16.4% 16.1% 12.6% 11.4% Median: 9.5% 9.7% 9.5% 9.3% 9.2% 8.8% 8.2% 5.6% 4.3% 4.0% 3.9% FireE
Slide 74: Box Did Not Need to Raise Money
Box Did Not Need to Raise Money Box already had significant net cash and was expecting substantial future free cash flow generation. It appears that Box felt comfortable raising $345 million of unnecessary capital because it carried a 0% coupon rate. However, that overly simple way of thinking i
Slide 75: Box Has No History of Sizable M&A and Has Spent Less Than $100 Million
Box Has No History of Sizable M&A and Subsequently Has Spent Less Than $100 Million Box has spent only a small portion of the proceeds from the capital raise, indicating that they did not need to issue such a sizeable convertible offering. The Company completed two small acquisitions for a total c
Slide 76: Outsized Cash Balance Post-Convertible Offering
Outsized Cash Balance Post-Convertible Offering As a result of this unnecessary convertible offering, Box’s cash balance significantly increased to levels well above that of its Peer Group. Cash as a Percentage of Market Capitalization 26.9% 19.2% 16.4% 16.1% 15.4% 12.6% 11.4% Median: 9.5% 9.7% 9.5%
Slide 77: Just Three Months After the Convertible Note, Box Did Another Financing
Just Three Months After Completing the Convertible Note, Box Chose to Do Yet Another Financing Box issued $500 million of convertible preferred equity. The Company had no need for this capital, with significant cash on hand and having already raised $345 million in January 2021, and stockholders r
Slide 78: Negative Stock Price Reaction
Negative Stock Price Reaction After the Company announced the Preferred Financing, Box’s stock price fell significantly. Box’s negative stock price reaction after the announcement of the Preferred Financing made it clear that investors were unhappy with the Board’s decision to approve this transac
Slide 79: Issues With the Preferred Financing and Related Self-Tender
Issues With the Preferred Financing and Related Self- Tender We believe the Preferred Financing was unnecessary and stockholder-unfriendly. 1 The Company had no need for this additional capital. X 2 The Company’s intended strategy of completing the Preferred Financing and self-tender was severely
Slide 80: Box Had No Operational Use for the Capital
Box Had No Operational Use for the Capital The Company has publicly admitted that it had no need for the $500 million it raised through the Preferred Financing. Following the January 2021 capital raise, and even after completing two acquisitions, Box had more than $500 million of cash on its balan
Slide 81: Box Intended to Repurchase Shares With Proceeds From the Preferred Financing
Box Intended to Repurchase Shares With Proceeds From the Preferred Financing Box planned to use the net proceeds from the Preferred Financing to repurchase shares via a self-tender. Since the Company was already generating a significant amount of free cash flow and apparently had no business use f
Slide 82: The Preferred Financing and Related Self-Tender Scheme Was Flawed
The Preferred Financing and Related Self-Tender Scheme Was Flawed Box hoped to minimally reduce the share count through the Preferred Financing scheme, which it could have easily done without raising $500 million of new capital. If Box’s goal was truly to lower the share count and boost EPS, Box c
Slide 83: The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont'd)
The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont’d) Box’s analysis failed to incorporate the long-term effects of the Preferred Financing. The Preferred Financing carries a 3% dividend rate, and Box announced its intention to pay the $15 million annual dividend in common sto
Slide 84: The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont'd)
The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont’d) Box’s plan to use the proceeds from the Preferred Financing to repurchase shares failed, as the self-tender was significantly undersubscribed and left common stockholders with additional dilution. Although Box planned to de
Slide 85: The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont'd)
The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont’d) We believe Box used the Preferred Financing to “buy” sponsorship and friendly Board representation from a large investment firm. As shown in the previous pages, it is clear that the Preferred Financing was not done for fina
Slide 86: The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont'd)
The Preferred Financing and Related Self-Tender Scheme Was Flawed (Cont’d) Allowing KKR to syndicate the vast majority of the preferred equity does not align with Box’s stated rationale of creating a partnership with KKR. The Company chose to allow KKR to syndicate up to 70% of the preferred equit
Slide 87: Convertible Financing Precedents
Convertible Financing Precedents Out of the ten convertible financings shown below, all included significantly larger investments than KKR’s investment in the Preferred Financing. Closing Date Target Investor Size of Investment 7/9/21 $1 billion 3/31/21 $2.15 billion 12/11/20 $400 million 9/24/20 $7
Slide 88: The Motive Behind the Preferred Financing and Self-Tender Scheme Seems Clear
The Motive Behind the Preferred Financing and Self- Tender Scheme Seems Clear It seems clear that Box was looking to disenfranchise common stockholders and preserve the status quo by executing the Preferred Financing and related self-tender. Pursuant to the 2020 settlement agreement, Starboard was
Slide 89: Starboard Meets Box's Criteria for Direct Board Representation
Starboard Meets Box’s Criteria for Direct Board Representation Even though Starboard fully met the qualifications laid out by Box as the rationale for giving KKR a board seat, Box has been unwilling to provide common stockholders direct representation on the Board. “It was really about getting a ver
Slide 90: Box Used the Preferred Financing to Create a More Friendly Stockholder Base
Box Used the Preferred Financing and Self-Tender Scheme to Create a More Friendly Stockholder Base We believe it is clear Box executed the Preferred Financing to change the composition of the stockholder base to be more in its favor in the midst of a potential election contest. Box originally inte
Slide 91: Preferred Financing Voting Provision
Preferred Financing Voting Provision As a part of the Preferred Financing, the Company included a voting obligation for the preferred equity investors. The Preferred Financing included a voting obligation that would require all owners of the preferred equity investment to vote in accordance with t
Slide 92: A Class Action Lawsuit Was Filed in Relation to the Voting Provision
A Class Action Lawsuit Was Filed in Relation to the Voting Provision Investors were concerned about the Board’s motives in approving the Preferred Financing. On May 12, 2021, a class action lawsuit was filed in Delaware Chancery Court against the Board by the Building Trades Pension Fund of Wester
Slide 93: Box Abruptly Removed the Voting Provision
Box Abruptly Removed the Voting Provision As a result of the lawsuit and investor frustration, the Company immediately and reactively removed the voting provision. One day after the Complaint was filed, the Board abruptly and reactively eliminated the voting obligations for the investors in the Pr
Slide 94: Setting the Record Straight About the Preferred Financing
Setting the Record Straight About the Preferred Financing Following the Company’s misleading assertions, we believe it is important for us to clarify our views on the Preferred Financing. We have been critical of the Preferred Financing from the moment it was speculated on by the media on the morn
Slide 95: Why Did the Board Approve the Preferred Financing?
Why Did the Board Approve the Preferred Financing? We believe it is clear that the Board approved the $500 million Preferred Financing to “buy the vote” and dilute common stockholders. Business Purpose? X The Company did not intend to use the proceeds for any operational purpose. Improve Capital Str
Slide 96: E) Severe Compensation Concerns
E) Severe Compensation Concerns 96
Slide 97: We Have Severe Concerns With Box's Compensation Practices
We Have Severe Concerns With Box’s Compensation Practices We believe there are significant issues with every aspect of Box’s compensation and equity programs. Topic Best Practices Issues at Box Box Full disclosure of compensation metrics Box discloses only 3 NEOs, and the CEO regularly Disclosure
Slide 98: Limited Disclosure Regarding NEOs
Limited Disclosure Regarding NEOs It is important for public companies to disclose adequate information regarding compensation of key executives in order for stockholders to be able to assess whether they are being properly incentivized. Box only identifies three named executive officers, the mini
Slide 99: We Are Concerned That Box Treats Equity As If It Has No Cost
We Are Concerned That Box Treats Equity As If It Has No Cost We believe Box’s actions indicate that the Company does not truly appreciate the value of equity and instead views it as a “costless” way to “avoid” expenses that would otherwise be paid in cash. Burn Rate Box has an equity burn rate that
Slide 100: Stock-Based Compensation Over Time
Stock-Based Compensation Over Time Despite the growth in Box’s revenues, the Company has failed to generate any leverage on stock-based compensation, which has grown even faster than revenues Despite seeing meaningful growth deceleration, Box has not seen any slowdown in its stock-based compensati
Slide 101: Box Has High Stock-Based Compensation as a Percentage of Market Cap
Box Has High Stock-Based Compensation as a Percentage of Market Cap Relative to Its Peer Group Box has high equity burn, with its stock-based compensation expense representing almost 6% of its market cap in stock each year. Stock-Based Compensation Expense as a Percentage of Average Market Capitaliz
Slide 102: Increasing Share Count
Increasing Share Count Box’s high stock-based compensation has had a direct impact on the Company, as its share count has been rapidly increasing over the last several years. As a result of its high stock-based compensation expense levels and low valuation, Box’s share count has grown meaningfully
Slide 103: Box's Incentive Compensation Programs Raise Serious Concerns
Box’s Incentive Compensation Programs Raise Serious Concerns We have concerns with many aspects of Box’s annual and long-term incentive compensation programs. Element Best Practices Issues at Box Box Short-Term Program Design Annual incentive programs are nearly universal in their design as “self-fu
Slide 104: The Annual Incentive Plan Is Paid in Equity
The Annual Incentive Plan Is Paid in Equity Annual incentive plans are nearly universal in their design as “self-funded”, meaning that the full amount of the incentive payment is subtracted from any profitability goal of the incentive program. Self-funded programs lead to the final cost of the inc
Slide 105: Self-Funding Compensation Programs Promote Accountability
Self-Funding Compensation Programs Promote Accountability Below we show an illustrative example of the impact of a compensation program being self-funded compared to the same program that is not self-funded. Illustrative Compensation Program: Target Bonus of $10 million for achieving Adj. Operating
Slide 106: Box's Long-Term Equity Compensation Program Is Poorly Structured
Box’s Long-Term Equity Compensation Program Is Poorly Structured In its recently filed proxy statement, Box disclosed details of its FY2021 compensation program. Astonishingly and unfortunately, the Company’s compensation practices got worse. In prior years, Box did not have any operational metric
Slide 107: Compensation Committee Creating Incentives That Reward Disappointing Results
We Believe the Compensation Committee Is Creating Incentives That Reward Disappointing Results The Compensation Committee has set bonus targets that reward a deceleration in growth, even as management has repeatedly claimed that a reacceleration was imminent. For the last few years, even as Box’s
Slide 108: The Use of Negative Discretion Is Rare
The Use of Negative Discretion Is Rare While Compensation Committees retain the ability to exercise negative discretion and lower executives’ compensation, it typically requires extraordinary circumstances to take this action. Incentive compensation is typically earned based on achievement of agre
Slide 109: Box's Board Has Retroactively Lowered Compensation In Three Consecutive Years
Box’s Board Has Retroactively Lowered Compensation In Three Consecutive Years In each of FY2019, FY2020, and FY2021, Box’s Compensation Committee chose to reduce payouts under the annual incentive plan because they were not satisfied with the Company’s performance. FY2019 Executive Bonus Plan FY2020
Slide 110: Box's ESPP Does Not Follow Best Practices
Box’s ESPP Does Not Follow Best Practices Box’s Employee Stock Purchase Plan (“ESPP”) is designed with features that make it extremely expensive and dilutive for Box stockholders. Box’s ESPP has a 24-month offering period, which is longer than the offering period reported by most peers, and allows
Slide 111: Illustrative ESPP Example
Illustrative ESPP Example Below, we provide an illustrative example of the potential windfall to an employee under an ESPP with terms similar to those used by Box. As shown below, these extremely beneficial terms can lead to significant gains for employees when the stock price goes up or even when
Slide 112: Box Needs A Board That Can Implement Compensation Best Practices
Box Needs A Board That Can Implement Compensation Best Practices We have spent time with Box discussing opportunities to improve its compensation practices. Unfortunately, that has not been enough to improve Box’s poor compensation practices. There are deficiencies on the Board that cannot be addr
Slide 113: F) Poor Governance Practices
F) Poor Governance Practices 113
Slide 114: Box Has a History of Poor Governance Practices
Box Has a History of Poor Governance Practices Box has been plagued by poor governance since it became a public company in January 2015. At its IPO, Box had a dual-class stock structure and several other governance deficiencies, and its Board was largely comprised of insiders and venture capital i
Slide 115: Governance Risks Are Threatening Stockholder Value
Governance Risks Are Threatening Stockholder Value Despite recent reactionary changes in the midst of a contested election, several governance provisions restrict the ability of shareholders to hold the Board accountable, other than through a proxy contest. Box continues to have a number of stockh
Slide 116: Box Took Actions to Limit Stockholders' Rights Ahead of Its IPO
Box Took Actions to Limit Stockholders’ Rights Ahead of Its IPO Since its IPO, Box has been plagued by poor corporate governance standards that limit the rights of common stockholders. Box has several stockholder-unfriendly governance provisions and has failed to take meaningful and proactive acti
Slide 117: In 2017, Box Took Actions to Benefit Only Class B Stockholders
In 2017, Box Took Actions to Benefit Only Class B Stockholders At the 2017 Annual Meeting, Box sought to amend its Certificate of Incorporation related to the Company’s dual-class structure. Box sought to amend the definition of a transfer of Class B stock, such that Class B holders would maintain
Slide 118: Box's Board Composition Prior to Our Engagement
Box’s Board Composition Prior to Our Engagement Prior to Starboard’s engagement, Box’s Board composition was flawed, and the Board was not well-suited to appropriately govern the Company. At the time of our initial involvement, Box’s Board composition raised red flags. As of Summer 2019, the maj
Slide 119: It Took Our Involvement and Stockholder Pressure to Catalyze Some Change
It Took Our Involvement and Stockholder Pressure to Catalyze Some Change Until our involvement, Box had only made limited changes to its Board and governance structure. Box’s Board has unfortunately been resistant to significant change unless forced by external parties. 1 Summer 2019 3 Fall 2019 –
Slide 120: Box Continues to Have Restrictive Governance
Box Continues to Have Restrictive Governance Box’s stockholders are still limited in their ability to effect change due to the restrictive governance provisions the Company refuses to change. Box’s Board Claims to be Committed to “World-Class Governance Practices” “The Box Board remains unified in i
Slide 121: Box's Evergreen Provisions Are Not in the Best Interests of Common Stockholders
Box’s Evergreen Provisions Are Not in the Best Interests of Common Stockholders At the Annual Meeting, Box is seeking to eliminate the evergreen provision of its ESPP. However, Box is not allowing stockholders to vote on the evergreen provision of the broader equity plan. We believe Box is only se
Slide 122: Leading Proxy Advisory Firms Have Repeatedly Had Concerns
Leading Proxy Advisory Firms Have Repeatedly Had Concerns Leading proxy advisory firms ISS and Glass Lewis have consistently and repeatedly raised concerns regarding a litany of governance issues at Box. As highlighted in prior slides, Box has several stockholder unfriendly governance provisions,
Slide 123: Leading Proxy Advisory Firms Have Repeatedly Had Concerns (Cont'd)
Leading Proxy Advisory Firms Have Repeatedly Had Concerns (Cont’d) Leading proxy advisory firms ISS and Glass Lewis have consistently and repeatedly raised concerns regarding a litany of governance issues at Box. Glass Lewis has also voiced concerns regarding governance issues at Box, including th
Slide 124: Incumbent Directors Have Received Low Support Levels
Incumbent Directors Have Received Low Support Levels Since the Dual-Class Structure Collapsed Following the automatic collapse of the dual-class structure, support levels for directors with greater than one year of tenure dropped dramatically. Meeting ISS Support Percentile Rank Proposal Date Recomm
Slide 125: These Are Not the Only Governance Issues
These Are Not the Only Governance Issues Box has other concerning governance attributes that give stockholders pause when evaluating the independence of the Board and its ability and willingness to hold management accountable. Today, Box still has multiple current and former executives on the Boar
Slide 126: Box's Actions Tell a Different Story Than Its Words
Box’s Actions Tell a Different Story Than Its Words When given the ability to add a new independent director as part of the 2020 settlement agreement, Box appointed Carl Bass, who has been openly and publicly hostile to activist investors. Carl TBUBass Has Prior Experience with Activists Box’s Act
Slide 127: The Current Board Has Significant Interlocks and Appears to Lack Independence
The Current Board Has Significant Interlocks and Appears to Lack Independence We believe there are multiple director interlocks and connections, potential conflicts of interest, and a lack of true independence among many Board members. We believe the Box Board lacks true independence and until rec
Slide 128: Box's Board Has Many Concerning Interlocks
Box’s Board Has Many Concerning Interlocks We question whether these interlocks create problematic dynamics on the Box Board. Ms. Evan was Mr. Leav was recruited by recruited by Ms. Mr. Levie to be Evan for the Box on the Board of Board and Box pre-IPO Proofpoint Board while she was a while she serv
Slide 129: G) Track Record of Insider Selling
G) Track Record of Insider Selling 129
Slide 130: Concerning Pattern of Insider Selling
Concerning Pattern of Insider Selling The frequency and magnitude of insider selling at Box is remarkable and incredibly one-sided. The frequency and magnitude of insider selling at Box raises serious questions. Since the Company’s IPO in 2007, there have been more than 65 sales(1) of stock by t
Slide 131: Insiders Have Consistently Been Sellers of Stock
Insiders Have Consistently Been Sellers of Stock The current Board and management team have been consistent sellers of stock since the Company’s IPO. Date Seller Action Shares Transaction Price Transaction Value July 12, 2021 Dylan Smith Sale (15,000) $25.01 ($375,150) March 10, 2021 Dylan Smith Sal
Slide 132: Insiders Have Consistently Been Sellers of Stock (Cont'd)
Insiders Have Consistently Been Sellers of Stock (Cont’d) The current Board and management team have been consistent sellers of stock since the Company’s IPO. Date Seller Action Shares Transaction Price Transaction Value November 30, 2018 Dan Levin Sale (30,000) $18.90 ($567,000) October 15, 2018 Da
Slide 133: Insiders Have Consistently Been Sellers of Stock (Cont'd)
Insiders Have Consistently Been Sellers of Stock (Cont’d) The current Board and management team have been consistent sellers of stock since the Company’s IPO. Date Seller Action Shares Transaction Price Transaction Value October 15, 2017 Dan Levin Sale (50,000) $19.95 ($997,660) October 10, 2017 Dyl
Slide 134: Directors and Management Have Sold More Than $50 Million of Stock
Box’s Current Directors and Management Team Have Sold More Than $50 Million of Stock Since the Company’s IPO, Box has been plagued by consistent and repeated insider sales, indicating a clear lack of confidence in the Company. Since October 2015, no current director or executive has purchased a si
Slide 135: IV. We Have a Plan to Improve Performance
IV. We Have a Plan to Improve Performance 135
Slide 136: We Want to Work With Box to Improve Performance
We Want to Work With Box to Improve Performance We are seeking to elect a minority slate of directors, who, if elected, look forward to working with their fellow directors and the management team to help drive improved results at Box. We have spent significant time and effort studying the Company,
Slide 137: Box Has Had Subpar Performance Despite Favorable Macro Trends
Box Has Had Subpar Performance Despite Favorable Macro Trends Despite a favorable industry backdrop and offering a best-of-breed solution, Box has struggled operationally over the past several years. Industry Trends Have Been Favorable Continued Revenue Growth Deceleration % of Workloads in Public C
Slide 138: We Believe There Are Opportunities to Improve Operating Performance at Box
We Believe There Are Opportunities to Improve Operating Performance at Box Summary of Potential Operational Improvement Opportunities Sustainably improve Box’s revenue growth through improvements to the go-to-market organization. Develop a more customer-centric culture in its go-to-market organi
Slide 139: A. Revenue & Go-To-Market Opportunities
A. Revenue & Go-To-Market Opportunities 139
Slide 140: Box Can Improve Growth By Evolving Its Go-To-Market Strategy
Box Can Improve Growth By Evolving Its Go-To- Market Strategy The cloud content management market has matured in the last five years, and large players like Microsoft and Google have made inroads in the core EFSS market where Box began. We believe Box must adapt its go-to- market strategy to improve
Slide 141: Box Can Improve Performance vs. SBI Benchmark
Box Can Improve Performance vs. SBI Benchmark Box has an offering that is stickier than most SaaS products, but has not been as effective in converting Sales & Marketing dollars into bookings & revenue growth or sales rep productivity. KPI Box SBI Benchmark Description / Details 1 Growth Rate 10.7%
Slide 142: Box Should Explore Six Opportunities
Box Should Explore Six Opportunities to Address the Strategic Implications Uncovered in Diligence # Opportunity Objectives Why It Matters Determine Ideal Customer Profile (“ICP”) Aligns Sales & Marketing motions to grow ICP & Account 1 Segmentation and prioritize accounts where Box has the those new
Slide 143: Rep Productivity Is the Key Metric
Rep Productivity Is the Key Metric Aside from adding more reps, all other revenue gains can best be captured by quantifying increases in rep productivity over time – it is one of the key areas of intersection to assess maturity of S&M capabilities. Box Rep Productivity Opportunity Rep Productivity D
Slide 144: Opportunity 1: ICP & Account Segmentation
Opportunity 1: ICP & Account Segmentation Box has conflated segmentation with stratification, which has resulted in poor cost-to-serve and resource deployment. We believe Box can achieve best-in-class GTM targeting via categorization, sizing, and prioritization of accounts to identify high-value s
Slide 145: Opportunity 2: Revenue Growth Plan (RGP)
Opportunity 2: Revenue Growth Plan (RGP) A Revenue Growth Program lays out how a company is going to achieve organic growth targets over the next 3- 5 years to both provide focus (forward looking) and test accountability & predictability (backward looking). Questions to be Addressed Work to be Done
Slide 146: Opportunity 3: GTM Model Improvements
Opportunity 3: GTM Model Improvements More than three organization design models indicate unnecessary complexity and a lack of focus and strategic deployment. We believe Box is currently going to market with at least five design elements. Future state focus should focus on three or less strategies
Slide 147: Opportunity 4: Shift to Revenue Marketing
Opportunity 4: Shift to Revenue Marketing Within Revenue Marketing, Customer Marketing remains the biggest immediate opportunity, and it aligns and focuses strategy & customer-centricity. While both activities are needed, all marketing tactics should ultimately drive revenue by purposefully moving
Slide 148: Opportunity 5: Sales Enablement
Opportunity 5: Sales Enablement Box should focus on improving its Sales Enablement capabilities to improve sales rep productivity, which we believe would allow it to increase revenue in a cost-effective and scalable manner compared to hiring more reps. Box is trying to overcome decelerating growth
Slide 149: Opportunity 6: Pricing & Packaging
Opportunity 6: Pricing & Packaging We believe Box should re-evaluate its pricing strategy – not by decreasing prices to gain share, but rather by delivering real value to its customers and ensuring customers understand the value Box’s products offer. The strategic shift to customer-centricity and
Slide 150: B. Gross Margin Opportunities
B. Gross Margin Opportunities 150
Slide 151: Box Historically Targeted 75-80% Gross Margins
Box Historically Targeted 75-80% Gross Margins Until its IPO, Box achieved gross margins in excess of 75%, and management suggested it would remain at this level over the long-term. After its IPO, Box Disclosed a Gross Margin Target of 75-80% “…we've maintained margins in the 75% to 80% range over “
Slide 152: Box's Gross Margins Began to Decline
Box’s Gross Margins Began to Decline Box then began to realize significant, and sustained, gross margin degradation while repeatedly pointing to “one-time”, “temporary”, and “investment” impacts. Box claimed declines in gross margin in FY2016 and FY2017 were temporary, and the Company reiterated i
Slide 153: In September 2016, Box Lowered Its Long-Term Gross Margin Target
In September 2016, Box Lowered Its Long-Term Gross Margin Target Approximately one year after setting its prior target, Box lowered its long-term gross margin target. Initial Gross Margin Target of 75-80% Gross Margin Target Was Lowered in September 2016 Despite claiming confidence in a return to hi
Slide 154: Since Then, Gross Margins Have Stayed Below 75%
Since Then, Gross Margins Have Stayed Below 75% Box has not been able to consistently generate 75% gross margins since revising its original target downward in September 2016. Box Non-GAAP Gross Margins Over Time 80.9% High end of original gross margin target: 80% 80.4% 77.6% Low end of original gro
Slide 155: Pricing Should Have Been A Tailwind
Pricing Should Have Been A Tailwind Box’s commentary suggests pricing should have been a tailwind for gross margins. Box Indicates Pricing Should be a Margin Tailwind “With respect to pricing, for the 6th consecutive quarter, we saw an improvement in our price per seat on a year-over-year basis.” -
Slide 156: Revenue Mix Should Have Been A Tailwind
Revenue Mix Should Have Been A Tailwind Box now generates nearly 60% of its revenue from customers with one or more add-on products. These customers generate gross margins that are approximately 1,000bps higher than do customers who only purchase core Box. Revenue Mix Over Time FY2019 FY2021 73.8% N
Slide 157: Data Center Optimization Projects
Data Center Optimization Projects Box has frequently made statements about data center optimization as a driver of margin improvement and growth. Yet, gross margins have continued to decline. Box Commentary on Data Center Optimization for Margin Improvement and Growth Long-Term Outlook Q4 FY2015 We
Slide 158: Box Should Have Generated Gross Margin Improvement
Box Should Have Generated Gross Margin Improvement Box gross margins have deteriorated by more than 200bps since FY2018, despite claims of operational efficiencies and pricing/revenue mix trends that should have been margin tailwinds. Potential Gross Margin Improvement Opportunity 77%+ ? + ?? 75.5%
Slide 159: C. Other Operational Opportunities
C. Other Operational Opportunities 159
Slide 160: Box Has Spent a Significant Amount in Product Development
Box Has Spent a Significant Amount in Product Development Over the Last Several Years Box’s growth has significantly decelerated despite significant investments in research & development. R&D Expenses Over Time Box spent nearly $1 $206 billion in R&D expenses $199 over the last six years $167 $137 $
Slide 161: Some Products Have Failed to Live Up to the Hype
Some Products Have Failed to Live Up to the Hype Over the last several years, Box has developed products related to artificial intelligence and machine learning that have ultimately seemed to fail. Diligence indicates that Box spent a significant amount of time and money investing in Box Skills an
Slide 162: Box Was Forced to Rebuild Its Workflow Solution
Box Was Forced to Rebuild Its Workflow Solution In 2016, Box launched a co-developed workflow solution with IBM. Despite strong demand for a workflow solution from Box, the original version of Box Relay was not competitive in the market. For a Company that claims to be in-tune with what its custom
Slide 163: Both Major Product Launches in 2021 Are the Result of Acquisitions
Both Major Product Launches in 2021 Are the Result of Acquisitions Despite continuing to spend significantly on internal R&D efforts, Box’s two primary product launches to date this year – Box Sign and Box Shuttle – are both largely developed from acquired technology. Box Shuttle Box Sign In 2016,
Slide 164: Box's R&D Expenses Are Greater Than They Appear
Box’s R&D Expenses Are Greater Than They Appear Given that M&A is now directly driving product development efforts, we believe it is prudent to examine R&D expenses combined with acquisition spend to determine the effectiveness of the Company’s spending. Box appears to be relying more on acquisiti
Slide 165: V. Creating the Best Board for Box
V. Creating the Best Board for Box 165
Slide 166: Starboard Has a Methodical Process to Identify High-Quality Board Members
Starboard Has a Methodical Process to Identify High- Quality Board Members Starboard has a long history of identifying high-quality board members, having added or replaced 278 corporate directors on 79 boards. Starboard uses the following criteria to evaluate potential directors: – Industry Releva
Slide 167: Overview of Starboard Director Nominees
Overview of Starboard Director Nominees We have compiled a diverse slate of experienced and knowledgeable industry experts who we believe could propel Box forward and would bring unique skillsets and perspectives to the Board. Our highly-qualified nominees have range of experiences that complement
Slide 168: We Believe Our Director Nominees Are More Qualified to Guide a Turnaround at Box
We Believe Our Director Nominees Are More Qualified to Guide a Turnaround at Box We have compiled a diverse slate of experienced industry experts who can propel Box forward. Starboard Nominees Public Business Prior Public Technology / C-Level / Markets Development Company Turnaround Cloud President
Slide 169: Our Nominees: Peter A. Feld
Our Nominees: Peter A. Feld We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to th
Slide 170: Our Nominees: Deborah S. Conrad
Our Nominees: Deborah S. Conrad We believe that Ms. Conrad's extensive leadership experience at Intel, as well as her marketing and business development background, would make her a valuable asset to the Board. Ms. Conrad previously served as Corporate Vice President and Chief Marketing Officer at
Slide 171: Our Nominees: Xavier D. Williams
Our Nominees: Xavier D. Williams We believe that Mr. Williams’ extensive experience leading technology-focused organizations and public sector expertise, as well as his public company board experience, would make him an attractive asset to the Board. Mr. Williams currently serves as Vice Chairman
Slide 172: VI. Conclusion
VI. Conclusion StaRBOARERYALUE
Slide 173: We Believe There Is an Opportunity to Create Substantial Value at Box
We Believe There Is an Opportunity to Create Substantial Value at Box Box stockholders deserve a Board that will demand accountability and excellence. Box went public in January 2015 with a best-in-class product portfolio and favorable tailwinds in a growing market. Despite a favorable industry
Slide 174: Vote on Starboard's WHITE Proxy Card Today
Vote on the WHITE Proxy Card Today Starboard has a long history of driving operational, financial, and strategic turnarounds. We Believe Change Is Needed After Years Of Missed Expectations And Poor Results We Believe We Have A Superior Slate Of Director Nominees VOTE FOR MEANINGFUL CHANGE VOTE TO AL
Slide 175: Appendix I: Case Studies – Value Creation Through Board Improvement
Appendix I: Case Studies – Value Creation Through Board Improvement in the Technology Industry 175
Slide 176: NortonLifeLock (Formerly Symantec)
NortonLifeLock (Formerly Symantec) 176
Slide 177: Starboard Reconstituted NortonLifeLock's Board That Guided the Company to a Turnaround
Starboard Reconstituted NortonLifeLock’s Board That Guided the Company to a Turnaround On September 17, 2018, Starboard agreed to a settlement with Symantec (now NortonLifeLock). As a result of the settlement, the Board dramatically changed. The settlement originally added 4 new directors, and fol
Slide 178: NortonLifeLock's Reconstituted Board Drove Improvements in Operating and Financial Performance
NortonLifeLock’s Reconstituted Board Drove Improvements in Operating and Financial Performance We believe the new Board empowered NortonLifeLock to improve its operations and profitability after years of underperformance. The Reconstituted Board Oversaw a Transformative, Value-Enhancing Transaction
Slide 179: NortonLifeLock's Share Price Outperformed Peers Once the Board Was Reconstituted
NortonLifeLock’s Share Price Outperformed Peers Once the Board Was Reconstituted Symantec/NortonLifelock’s share price has performed significantly better since the Board was reconstituted than in the three years prior(1). 3-Year Stock Price Performance Prior to Board Reconstitution(2) Stock Price Pe
Slide 180: Marvell Technology
=| MARVELL’ Marvell Technology STARBOARBAALU E
Slide 181: Starboard Reconstituted a Majority of Marvell's Board
Starboard Reconstituted a Majority of Marvell’s Board That Guided the Company to a Turnaround On April 27, 2016, Starboard agreed to a settlement with Marvell. As a result of the settlement, Marvell’s Board dramatically changed. The settlement originally added 5 new directors and 3 more new direct
Slide 182: Marvell's Reconstituted Board Drove Improvements in Operating and Financial Performance
Marvell’s Reconstituted Board Drove Improvements in Operating and Financial Performance We believe the new Board empowered Marvell to improve its operations and profitability after years of underperformance. Marvell Before Board was Reconstituted Marvell Since Board was Reconstituted Net Revenue Net
Slide 183: Marvell's Share Price Outperformed Peers Once the Board Was Reconstituted
Marvell’s Share Price Outperformed Peers Once the Board Was Reconstituted Marvell’s share price performed significantly better once the Board was reconstituted than in the three years prior(1). 3-Year Stock Price Performance Prior to Board Reconstitution(2) 3-Year Stock Price Performance After Board
Slide 184: Starboard Value
STARBOARGAQALU E