8-KLeadership ChangesRegulation FDExhibits & Filings

Cloudflare, Inc. 8-K Report, Executive Changes (Mar 27, 2025)

Filed March 27, 2025For Securities:NET

Summary

Cloudflare, Inc. (NET) announced a significant shift in its Board of Directors composition via an 8-K filing on March 26, 2025, effective March 27, 2025. Long-time director Maria Eitel, who chaired the Nominating and Corporate Governance Committee, has resigned from the Board. Her departure is amicable and not due to any disagreements with the company. This departure coincides with an expansion of the Board to nine members, bringing in three new independent directors: Stacey Cunningham, Karim Lakhani, and John Graham-Cumming. These new appointments bring a wealth of experience to Cloudflare. Stacey Cunningham, formerly President of NYSE Group, brings financial markets and operational expertise. Karim Lakhani, a Harvard Business School professor, adds academic and innovation insights. Notably, John Graham-Cumming, who has served as Cloudflare's Chief Technology Officer until March 2025, brings deep internal technical knowledge and understanding of the company's operations. Cunningham and Lakhani have also been appointed to the Nominating Committee, signaling a focus on governance and strategic oversight. These changes are effective immediately and aim to strengthen the board's strategic direction and governance capabilities.

Key Highlights

  • 1Director Maria Eitel resigns from the Board, effective March 27, 2025, citing no disagreements with the company.
  • 2Board size expands to nine members with the appointment of three new independent directors.
  • 3Stacey Cunningham, former President of NYSE Group, joins the Board as a Class III director.
  • 4Karim Lakhani, Harvard Business School professor and innovation expert, joins as a Class I director.
  • 5John Graham-Cumming, former Cloudflare CTO, transitions to the Board as a Class II director, bringing deep internal technical expertise.
  • 6Stacey Cunningham and Karim Lakhani appointed to the Nominating and Corporate Governance Committee.
  • 7New directors' terms are staggered, ensuring continuity and alignment with annual stockholder meetings.

Frequently Asked Questions

Maria Eitel resigned from the Board of Directors of Cloudflare, Inc. for reasons unrelated to any disagreement with the company regarding its operations, policies, or practices.

The Board of Directors has been expanded from eight to nine members. The appointments of Stacey Cunningham, Karim Lakhani, and John Graham-Cumming bring new expertise in financial markets, innovation, and internal technology leadership to the board.

Stacey Cunningham will serve as a Class III director, Karim Lakhani as a Class I director, and John Graham-Cumming as a Class II director. Cunningham and Lakhani have also been appointed to the Nominating and Corporate Governance Committee.

Stacey Cunningham is an Operating Partner at Advent International and previously served as President and COO of NYSE Group. Karim Lakhani is a Professor of Business Administration at Harvard Business School and a leader in innovation research. John Graham-Cumming is the former Chief Technology Officer of Cloudflare.