Stephen A. Lasher
Digital TurbineAbout Stephen A. Lasher
Stephen A. Lasher, age 56, has served as Vice President and Chief Financial Officer (CFO) of Digital Turbine (APPS) since February 5, 2025, and continues to sign current SEC reports in this capacity . He was Vonage’s SVP & CFO (2021–2024) and held senior finance roles at IBM (1997–2021), including VP Finance for Global Markets, GBS, and Cloud; he holds a B.S. in Accounting from Bentley University and completed Harvard Business School Executive Education in 2018 . Company performance during FY2025: net revenue $490.5M, adjusted EBITDA $72.3M, net loss $(92.1)M, and TSR implied $62.99 from a fixed $100 baseline—down versus prior years, framing a turnaround mandate for the new CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vonage | SVP & Chief Financial Officer | Jan 2021 – Jul 2024 | Led finance for cloud business communications; public-company CFO experience |
| IBM | VP Finance (Global Markets, GBS, Cloud) | 2015 – Jan 2021 | Finance leadership across global segments and cloud; enterprise-scale execution |
| IBM | Various finance roles | 1997 – 2015 | Progressive financial responsibilities at a blue-chip technology company |
| Independent consulting | Finance consultant | Jul 2024 – Feb 2025 | Interim advisory work before joining APPS as CFO |
External Roles
No public-company directorships or external committee roles are disclosed for Mr. Lasher in the latest proxy .
Fixed Compensation
| Component | FY2025 Value | Notes |
|---|---|---|
| Base Salary ($) | $450,000 | Set in Lasher Employment Agreement effective Feb 5, 2025 |
| Target Annual Bonus (% of Base) | 100% | CFO bonus structure set by Compensation Committee |
| Actual Annual Bonus Paid ($) | $0 | Not eligible for FY2025 due to start date; Company missed threshold goals |
| Relocation Allowance ($) | $75,000 (clawback if voluntary departure <1 year) | Paid under employment agreement |
Performance Compensation
Annual Bonus Framework (CFO)
| Metric | Weighting | Payout Curve | FY2025 Eligibility | FY2025 Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | 50% (threshold), 100% (target), 200% (stretch) of target | Not eligible (joined Feb 2025) | $0 |
| Revenue | 30% | 50% / 100% / 200% payout curve | Not eligible | $0 |
| Discretionary | 20% | Committee discretion | Not eligible | $0 |
| Target (as % of base) | 100% | Structured per Board-approved plan | — | — |
FY2026 plan change: company-wide bonuses paid in two half-year tranches with adjusted EBITDA as the sole performance measure, including a cap and clawback tied to full-year results .
Equity Incentives (Award Design and FY2026 Grants)
| Award Type | FY2026 Grant | Metrics / Structure | Vesting |
|---|---|---|---|
| PSUs | 160,550 shares | Two-thirds tied to 3-year AOP revenue & adjusted EBITDA; one-third tied to 3-year “growth” revenue & adjusted EBITDA; threshold 50%, target 100%, stretch 200% | Cliff after 3 years upon Committee certification; subject to clawback and a 2-year lockup |
| Stock Options | 216,049 shares at May 23, 2025 strike (closing price) | Time-based | 1/3 on first anniversary, remainder quarterly to 3 years |
New-hire awards (Feb 6, 2025):
- RSUs: 500,000 shares; vest 1/3 at first anniversary and then quarterly through year 3 .
- Options: 500,000 at $4.99 strike; vest 1/3 at first anniversary and then quarterly through year 3; grant occurred the trading day after earnings with a 96.5% price increase noted in the 402(x) timing table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 500,000 “shares” shown; footnote clarifies these are RSUs remaining subject to vesting as of July 2, 2025 |
| Ownership % of outstanding | Less than 1% |
| Vested vs. unvested (as of Mar 31, 2025) | RSUs unvested: 500,000 ($1,360,000 at $2.72) ; Options unexercisable: 500,000 at $4.99 |
| Pledging/Hedging | Company policy prohibits hedging and margin accounts; pledging only permitted with demonstrated capacity to repay without resort to pledged securities |
| Ownership guidelines | CEO 5x salary; COO 2x salary; no CFO-specific guideline disclosed ; Director guideline: 3x annual cash retainer |
| Compliance status | No CFO-specific ownership guideline compliance disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Start date and role | Appointed CFO Feb 5, 2025; at-will employment |
| Severance (no cause / good reason) | 12 months salary continuation ($450,000), health benefits continuation (~$19,021), pro-rata annual bonus, pro-rata acceleration of options/RSUs (quarter-end convention for CFO) |
| Illustrative payout (terminated Mar 31, 2025) | Salary $450,000; Health $19,021; Accelerated equity value $65,826 (RSUs); options value $0 (OTM) |
| Change-of-control (CoC) economics | Single-trigger equity acceleration for all executives upon CoC; plus if terminated without cause/for good reason in connection with CoC: 18 months salary ($675,000), 18 months health (~$28,532) |
| Illustrative CoC payout (Mar 31, 2025) | Salary $675,000; Health $28,532; Accelerated RSU value $1,360,000 (assuming target for PSUs/RSUs per plan) |
| Restrictive covenants | Customary confidentiality, non-compete and non-solicit provisions |
| Clawback policy | NASDAQ/SEC-compliant recoupment for excess incentive-based compensation on restatement; covers officers from Oct 2, 2023 and prior three completed fiscal years |
| Tax gross-ups | None disclosed |
| Perquisites | Standard employee benefits; relocation allowance $75,000 with 1-year clawback for voluntary departure |
Performance & Track Record
- APPS FY2025 results under the prior CFO and into Lasher’s start: net revenue $490.5M, adjusted EBITDA $72.3M, net loss $(92.1)M; the pay-versus-performance panel shows TSR value $62.99 vs peer group $56.96, indicating share performance lagged long-term historical peaks but modestly outperformed the defined peer TSR for FY2025 .
- Equity award timing note: Lasher’s option grant occurred the day after earnings (Feb 6, 2025) when the stock closed at $4.99 vs $2.54 prior, a 96.5% next-day increase disclosed under Item 402(x); the company states grants are made post-audit and around earnings, avoiding MNPI timing games per policy .
Compensation Structure Analysis
- Shift toward performance equity: FY2026 PSU grant (160,550 shares) focused entirely on multi-year revenue and adjusted EBITDA, with linear interpolation between plan and growth targets—reinforces pay-for-performance .
- Annual bonus weighting prioritizes profitability: CFO bonus uses 50% adjusted EBITDA and 30% revenue, reducing the scope for non-financial discretion (20%) .
- FY2026 plan simplification: Company-wide bonus uses adjusted EBITDA only, paid semi-annually with full-year clawback—tightens alignment but may introduce mid-year payout timing risk .
- Single-trigger CoC equity acceleration: All unvested equity fully vests on CoC irrespective of termination—an investor-unfriendly feature that can misalign incentives around change-of-control events .
Say-on-Pay & Shareholder Feedback
- Prior annual meeting say-on-pay approval: 87% support, indicating generally acceptable compensation framework despite recent underperformance .
Risk Indicators & Red Flags
- Single-trigger CoC vesting across executives (including CFO) .
- Large unvested new-hire equity cliff on Feb 6, 2026 (1/3 RSUs/options), with ongoing quarterly tranches thereafter—potential insider selling supply as awards vest, tempered by blackout/insider trading policy .
- FY2025 bonus ineligibility and missed thresholds signal tougher near-term financial backdrop .
Investment Implications
- Alignment: CFO’s package is heavily at-risk—no FY2025 bonus, multi-year PSUs tied to revenue/EBITDA, and semi-annual EBITDA-only cash plan in FY2026—supporting earnings discipline and cash generation focus .
- Retention: Material unvested RSUs/options through 2028 create strong retention but also future vesting overhang; initial 1/3 vest on Feb 6, 2026 could introduce selling pressure near that date absent 10b5-1 plans .
- Governance: Single-trigger CoC equity acceleration remains a structural negative for shareholder alignment, although clawback and no-hedging policies mitigate risk of overpayment on restatement or hedging .
- Execution lens: With FY2025 net revenue $490.5M and adjusted EBITDA $72.3M, Lasher’s tenure begins amid a turnaround; bonus design’s EBITDA emphasis and PSUs’ multi-year framework should align the CFO to margin recovery and profitable growth, but investor monitoring of FY2026 adjusted EBITDA tranches is warranted .