2/24/2018 S-1 Table of Contents Employment Arrangement Sheila Vashee, who is the wife of Ajay Vashee, our Chief Financial Officer, was employed by us in a non­executive capacity. Her total compensation received in 2015, 2016, and 2017, which is comprised of a base salary and bonus, as applicable, was $234,228, $249,064, and $349,888, respectively, and was in line with similar roles at the Company. Additionally, we granted Ms. Vashee equity awards covering 69,979 shares of our Class B common stock during this time. Dropbox Charitable Foundation During 2016, two of our controlling stockholders formed the Dropbox Charitable Foundation, a Delaware non­stock corporation, or the Foundation. The primary purpose of the Foundation is to engage in charitable and educational activities within the meaning of Section 501(c)(3) of the Code. The Foundation is governed by a board of directors, a majority of which are independent. Both stockholders made contributions to the Foundation during 2016, comprised entirely of shares of Dropbox common stock. As of December 31, 2016, we had not made any contributions to the Foundation. We have not consolidated the Foundation in the accompanying consolidated financial statements, as we do not have control of the entity. During the year ended December 31, 2017, we incurred total expense of $11.3 million, which included $9.4 million of expense for a non­cash charitable contribution, whereby we donated Class B common shares to initially fund the Foundation, and cash contributions of $1.9 million to the Foundation. Executive and Director Compensation We have granted stock options and RSUs to our executive officers and certain of our directors. See the sections titled “Executive Compensation— Outstanding Equity Awards at 2017 Year­End” and “Management—Non­Employee Director Compensation” for a description of these stock options and RSUs. Other than as described above under this section titled “Certain Relationships and Related Party Transactions,” since January 1, 2015, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s­length dealings with unrelated third parties. From time to time, we do business with other companies affiliated with certain holders of our capital stock. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s­length basis. Limitation of Liability and Indemnification of Officers and Directors We expect to adopt an amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, and which will contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following: • any breach of their duty of loyalty to our company or our stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or • any transaction from which they derived an improper personal benefit. 151 https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 159/235