8-K: CS Disco Announces Director Resignation and Appointment of Thomas Bogan to Board

CS Disco, Inc. reports the resignation of Tyson Baber as a director and the appointment of Thomas Bogan to the Board, effective March 13, 2025.

Summary

• On March 13, 2025, Tyson Baber resigned from the CS Disco, Inc. Board of Directors and Audit Committee.
• The resignation was not due to any disagreements with the company.
• On the same day, Thomas Bogan was appointed to the Board as a Class I director, with his term expiring at the 2025 annual meeting of stockholders.
• The Board has determined that Mr. Bogan is independent according to NYSE rules.
• Mr. Bogan previously served as Vice Chair, Corporate Development at Workday, Inc.
• He also served as CEO of Adaptive Insights before its acquisition by Workday.
• Mr. Bogan will receive an initial equity award of RSUs valued at $300,000, vesting quarterly over 12 months.
• He will also receive an annual equity award of RSUs valued at $150,000, vesting quarterly over four months, commencing with the 2026 annual meeting.
• Mr. Bogan will be paid an annual cash retainer of $35,000 for his Board service, plus additional amounts for committee service.
• The company and Mr. Bogan entered into a standard indemnification agreement.

Sentiment

Score: 7

Explanation: The announcement is neutral to slightly positive. The company is addressing a director resignation quickly and bringing in an experienced replacement. There are no indications of underlying problems.

Positives

• The company quickly filled the vacancy created by Mr. Baber's resignation.
• Thomas Bogan brings extensive experience from Workday and Adaptive Insights.
• Mr. Bogan's compensation package aligns his interests with those of the company and its shareholders.

Future Outlook

The company is preparing for the 2025 annual meeting of stockholders.

Management Comments

• Mr. Baber's decision to resign was not the result of any disagreement between Mr. Baber and the Company, its management, the Board or any committees thereof on any matter relating to the Company's operations, policies or practices.

Industry Context

The appointment of Thomas Bogan, with his extensive experience at Workday and Adaptive Insights, suggests CS Disco is focused on strategic growth and leveraging expertise in the software and technology sectors.

Comparison to Industry Standards

• The compensation package for Mr. Bogan, including equity awards and cash retainer, is consistent with industry standards for non-employee directors at publicly traded companies.
• Companies like Workday and Aspen Technology, where Mr. Bogan previously held leadership roles, are known for their robust corporate governance practices, suggesting that Mr. Bogan's appointment will bring valuable expertise to CS Disco's board.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment of an experienced director like Thomas Bogan positively.
• The changes do not appear to have a direct impact on employees, customers, suppliers, or creditors.

Next Steps

• Mr. Bogan will serve as a Class I director until the 2025 annual meeting of stockholders.
• Mr. Bogan will receive his initial equity award of RSUs.
• The company will pay Mr. Bogan his annual cash retainer in quarterly installments.

Key Dates