Box adds Jack Lazar to its Board as Independent Director and announces upcoming nominations in line with Agreement with Starboard Value LP

– USA, CA –  Box (NYSE: BOX), a leader in cloud content management, today announced that it has entered into an agreement with Starboard Value LP and will appoint three new independent directors to its Board of Directors prior to the 2020 Annual Meeting of Stockholders in June 2020.

Jack Lazar, formerly CFO of GoPro and Atheros Communications, will join the Box Board of Directors immediately.

In addition, a second new director will be selected from a list of candidates provided by Starboard or will otherwise be mutually agreed upon. A third new director will be selected by the board prior to the 2020 Annual Meeting.

“We are pleased to welcome Jack to our board,” said Aaron Levie, Box Co-founder, CEO, and Chairman. “He brings valuable experience in both the enterprise and consumer technology markets, along with a strong track record of helping companies drive disciplined growth and profitability as both a leader and board member. I look forward to working with Jack and our other new independent directors to continue to create value for stockholders. We are also pleased to continue our collaboration with Starboard and appreciate the constructive approach they have taken.”

Rory O’Driscoll will not stand for re-election and Josh Stein will retire from Box’s Board of Directors at the time of the 2020 Annual Meeting. Box co-founder Dylan Smith will continue in his role as CFO but will not stand for re-election as a director at the 2020 Annual Meeting.

“We thank Rory and Josh for their many contributions as directors and early investors in Box,” Mr. Levie added. “Rory has served on our board for 10 years, and Josh has served for nearly 14 years. During that time, they have played a critical role in the growth of Box, and we have benefitted greatly from their valuable insight and support.”

Peter Feld, Managing Member of Starboard, said, “We are pleased to have worked constructively with the Box’ board and management team to reach this agreement to strengthen the board with new independent directors and to create a new Operating Committee. We see a number of opportunities for substantial shareholder value creation and look forward to seeing the Company execute on opportunities to drive profitable growth towards a best-in-class financial profile. We are confident the addition of three new independent directors will add tremendous value to the board, and we also share the board’s appreciation for Rory and Josh’s years of service.”

About Jack Lazar

Mr. Lazar is currently an independent business consultant and has served on the Board of Directors at Silicon Laboratories, Inc. since April 2013, Mellanox Technologies since June 2018, Resideo Technologies since October 2018 and Casper Sleep since April 2019. Mr. Lazar also served on the Board of Directors of TubeMogul, an enterprise software company for digital branding, from October 2013 to December 2016 when it was acquired by Adobe Systems and Quantenna Communications, a wireless semiconductor company, from July 2016 to June 2019 when it was acquired by ON Semiconductor.

From January 2014 until March 2016, he served as Chief Financial Officer at GoPro, Inc., a provider of wearable and mountable capture devices, where he completed its 2014 IPO. From January 2013 to January 2014 he served as an independent business consultant. From May 2011 to January 2013, Mr. Lazar was employed by Qualcomm, a developer of communications semiconductor solutions, and served as Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros, a developer of communications semiconductor solutions.

Mr. Lazar served in a variety of positions at Atheros Communications, Inc. from September 2003 until it was acquired by Qualcomm in May 2011. Most recently, he served as Atheros’ Chief Financial Officer and Senior Vice President of Corporate Development. During his tenure at Atheros, the company completed its IPO.

“I’m thrilled to join the Box Board of Directors. Aaron, Dylan, and the entire leadership team at Box have pioneered cloud content management and the company has a massive opportunity to define the future of work around the world,” said Mr. Lazar. “I’m honored to be joining an experienced board and look forward to helping Box drive sustainable and profitable growth.”

Mr. Lazar is a certified public accountant and holds a B.S. in commerce with an emphasis in accounting from Santa Clara University.

About Starboard

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

About Box

Box is a leading Cloud Content Management platform that enables organizations to accelerate business processes, power workplace collaboration, and protect their most valuable information, all while working with a best-of-breed enterprise IT stack. Founded in 2005, Box simplifies work for leading organizations globally, including AstraZeneca, General Electric, JLL and Morgan Stanley. Box is headquartered in Redwood City, CA, with offices in the United States, Europe, and Asia.

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