Brandon Asbill
BandwidthAbout Brandon Asbill
R. Brandon Asbill is General Counsel and Corporate Secretary of Bandwidth Inc., appointed effective January 18, 2021, after 12 years as Vice President & Assistant General Counsel at Red Hat and seven years with GE Energy advising on strategic transactions . He holds an A.B. in History from Princeton University and a J.D. from the University of Georgia School of Law . Age: 58 (as of the 2025 proxy) . Company performance context during his tenure: revenue grew from $573M (2022) to $748M (2024), Adjusted EBITDA increased from $35M (2022) to $82M (2024), and free cash flow improved from $(11)M (2022) to $59M (2024) .
Company performance snapshot (context for pay-for-performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $573 | $601 | $748 |
| Adjusted EBITDA ($USD Millions) | $35 | $48 | $82 |
| Free Cash Flow ($USD Millions) | $(11) | $19 | $59 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Red Hat, Inc. | Vice President & Assistant General Counsel | Oct 2006 – Nov 2018 (12 years) | Led teams completing 20+ acquisitions with aggregate value >$1.5B |
| GE Energy (General Electric) | Senior legal roles (M&A/corporate transactions) | 7 years | Advised senior leaders on acquisitions, divestitures and strategic transactions |
External Roles
- No public company directorships or external board roles are disclosed for Mr. Asbill in Bandwidth’s executive officer biographies .
Fixed Compensation
| Component | 2024 Terms/Amount |
|---|---|
| Base salary | $371,505 |
| Target bonus % | 50% of base salary (per employment agreement) |
| Target bonus $ | $185,753 |
| Actual bonus earned (2024 MBO) | $196,283, paid as fully vested shares on Feb 28, 2025 |
| 2024 total “Stock Awards” (grant-date fair value; includes bonus shares) | $726,116 |
Notes:
- The 2024 bonus was delivered in fully vested shares equal in value to the amount earned under the 2024 MBO Bonus Plan .
- Summary Compensation Table amounts reflect grant-date fair value per ASC 718 and include the bonus shares issued on Feb 28, 2025 .
Performance Compensation
Annual incentive mechanics and metrics (2024):
- Corporate objectives: Adjusted EBITDA, Non-GAAP Gross Margin, Revenue . Weightings and numeric targets were set by the compensation committee but not disclosed .
- Corporate Achievement Percentage: 106.2% for 2024 .
- Individual bonuses calculated as Target Bonus × Corporate Achievement % × Individual Achievement % .
Detailed payout (Asbill):
| Metric | Weighting | Target | Actual/Outcome | Payout |
|---|---|---|---|---|
| Adjusted EBITDA; Non-GAAP Gross Margin; Revenue | Not disclosed | Not disclosed | Corporate Achievement 106.2% | $196,283 (paid in fully vested shares) |
Long-term incentives (2024 grants):
- RSUs granted 11/28/2024: 26,561 units; vest 1/3 on 11/28/2025; remainder vests quarterly through 11/28/2027, subject to continued service .
- Equity awards are primarily RSUs for executives; the company emphasizes RSUs since the IPO to align and retain talent .
Equity Ownership & Alignment
Beneficial ownership (as of March 15, 2025):
| Holder | Class A Shares | % Outstanding | Notes |
|---|---|---|---|
| R. Brandon Asbill | 42,475 | <1% | Shares held of record (no Class B) |
Policies aligned with shareholder interests:
- Prohibits hedging and pledging of company stock for all employees and directors .
Outstanding unvested RSUs and vesting (as of Dec 31, 2024; market value uses $17.02/share):
| Grant Date | Unvested RSUs (#) | Market Value ($) | Vesting Schedule (high-level) |
|---|---|---|---|
| 1/18/2021 | 1,453 | $24,730 | Time-based per award agreement |
| 1/3/2022 (grant A) | 3,163 | $53,834 | Time-based; includes annual installments |
| 1/3/2022 (grant B) | 1,642 | $27,947 | Annual installments |
| 11/28/2022 | 9,141 | $155,580 | 1/3 on 11/28/2023; remainder quarterly through 11/28/2025 |
| 11/28/2023 | 33,349 | $567,600 | 1/3 on 11/28/2024; remainder quarterly through 11/28/2026 |
| 11/28/2024 | 26,561 | $452,068 | 1/3 on 11/28/2025; remainder quarterly through 11/28/2027 |
| 12/31/2024 (bonus RSUs) | 12,291 | $209,193 | Fully vested shares issued 2/28/2025 for 2024 MBO |
| Aggregate | 87,600 | $1,490,952 | Sum of above; value per company’s noted price $17.02 |
Additional alignment notes:
- Outstanding executive awards for Mr. Asbill shown are RSUs; no options are listed for him in the 2024 year-end outstanding awards table .
- Company prohibits pledging; proxy contains no indication of pledged or hedged shares by Mr. Asbill .
Insider selling pressure signals (scheduled vests):
- 2023 grant: remaining tranches vest quarterly through 11/28/2026 .
- 2024 grant: 1/3 cliff on 11/28/2025; quarterly vests through 11/28/2027 .
Employment Terms
| Provision | Key terms |
|---|---|
| Role start date | Appointed General Counsel & Secretary effective Jan 18, 2021 |
| Target bonus | 50% of base salary |
| Non-compete / Non-solicit | 12 months post-termination |
| Severance (non‑CIC Qualifying Termination) | 100% base salary + 100% target annual cash bonus, paid over 12 months; 12 months healthcare stipend (tax gross-up) and 12 months life insurance premiums (tax gross-up) |
| Equity vesting on non‑CIC Qualifying Termination | Portion of time-based equity scheduled to vest within 6 months after termination accelerates |
| CIC treatment | Upon Qualifying Termination within 12 months following a change in control, time-based equity fully vests; cash severance as above applies to CIC double-trigger per agreement |
| Death | Time-based equity awards fully vest upon death |
| 280G | Cut-back to avoid excise tax if payments constitute “excess parachute payments” |
| Clawback | Company has adopted a Dodd-Frank Rule 10D-1 compliant policy to recover erroneously awarded incentive compensation within 3 fiscal years preceding a restatement |
| Hedging/Pledging | Prohibited for all employees and directors |
Say-on-Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2024 (vote on 2023 pay) | ~80% approval; committee made no changes based on the vote |
| 2025 (vote on 2024 pay) | Approved: For 29,583,420.25; Against 7,457,816.81; Abstain 32,397 |
Compensation Structure Analysis
- At-risk mix: Annual bonus tied to company financial metrics (Adjusted EBITDA, Non-GAAP Gross Margin, Revenue) and individual objectives; 2024 corporate performance scored at 106.2% .
- Equity design: Executive LTI delivered primarily as time-based RSUs with multi-year vesting; aligns with peer practice and emphasizes retention .
- Bonus delivery in stock: 2024 bonuses paid in fully vested shares, tightly linking annual pay to shareholder returns at the time of issuance .
- Peer benchmarking: Compensation set with reference to a peer group reviewed with an independent consultant (Meridian) .
Investment Implications
- Pay-for-performance: 2024 payout above target aligns with strong company results (revenue +25% to $748M; Adjusted EBITDA up to $82M; FCF $59M), indicating incentives are tied to value drivers (growth, margins, profitability) .
- Insider supply/retention: Significant unvested RSUs (~87.6K units at 12/31/24) with scheduled vesting through 2027 support retention but create predictable windows of potential selling pressure, notably around 11/28/2025 and subsequent quarterly dates through 2027 .
- Alignment safeguards: Prohibitions on hedging/pledging and an adopted clawback policy reduce governance risk and align behavior with long-term shareholder interests .
- Downside protection and change-in-control: One-year cash/severance protections and partial acceleration provisions mitigate retention risk; double-trigger vesting on CIC balances executive protection with transaction alignment .