Brian Bailey
BandwidthAbout Brian D. Bailey
Independent Class I director since 2013; age 58 as of April 15, 2025. Co‑Founder and Managing Partner of Carmichael Partners with extensive private equity and investment banking experience; designated audit committee financial expert. Education: B.A. (University of North Carolina at Chapel Hill) and M.B.A. (Stanford Graduate School of Business). Determined independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Private Equity Professional | Prior to Carmichael Partners | Financial acumen; deal experience |
| Forstmann Little & Co. | Private Equity Professional | Prior to Carmichael Partners | Financial acumen; deal experience |
| Carousel Capital | Private Equity Professional | Prior to Carmichael Partners | Financial acumen; deal experience |
| Bowles Hollowell Conner & Co. | Investment Banking | Prior to private equity | Transaction execution |
| CS First Boston | Investment Banking | Prior to private equity | Transaction execution |
| White House (Office of Chief of Staff) | Special Assistant to the President | Prior government service | Strategic planning; policy |
| U.S. Small Business Administration | Director of Strategic Planning & Policy | Prior government service | Policy and planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carmichael Partners | Co‑Founder & Managing Partner | Current | Investment leadership |
| FIBA ClubCo LLC | Director | Current | Board service |
| Relay, Inc. | Director | Current | Board service; related‑party interlock with BAND (see conflicts) |
| TDF Foundation | Director | Current | Non‑profit governance |
Board Governance
- Committee assignments: Audit Committee and Compensation Committee member; not a chair. Audit Committee chair is Lukas Roush; Compensation Committee chair is Douglas Suriano.
- Audit committee financial expert designation (Bailey and Roush).
- Independence: Board determined Bailey independent; also independent for audit and compensation committees.
- Attendance: Board met 8 times in FY2024; each director attended at least 75% of board/committee meetings; all directors attended the May 23, 2024 annual meeting. Audit Committee met 5 times; Compensation Committee met 3 times.
- Executive sessions: independent directors hold executive sessions at each board and committee meeting.
- Board leadership: CEO serves as Chair; no Lead Independent Director.
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | 2024 cash program |
| Audit Committee member fee (cash) | $10,000 | Member (non‑chair) |
| Compensation Committee member fee (cash) | $7,500 | Member (non‑chair) |
| Total Cash Earned (2024) | $67,500 | Sum of fees |
| Equity grant (RSUs) | $175,000 | Granted Nov 2024 for 2025 service; vests quarterly in 2025 |
| Total 2024 Director Compensation | $242,500 | Cash + equity grant fair value |
Additional guardrails: Director compensation under the 2017 Plan is capped at $450,000 per fiscal year (initial year $650,000), with limited exceptions in extraordinary circumstances.
Performance Compensation
- Structure: Director equity is time‑based RSUs; no performance metrics tied to director grants. RSUs vest in equal quarterly installments in 2025; outstanding director RSUs accelerate upon change-in-control.
- Company performance metrics overseen by Compensation Committee (context for pay‑for‑performance): Corporate objectives for 2024 MBO Bonus Plan were Adjusted EBITDA, Non‑GAAP gross margin, and Revenue; corporate achievement was 106.2%.
2024 performance and metrics:
| Metric | 2024 Result | Notes |
|---|---|---|
| Revenue ($) | $748,000,000 | Year-over-year +25% |
| Adjusted EBITDA ($) | $82,061,000 | Non‑GAAP operating performance |
| Non‑GAAP Gross Margin (%) | 57% | Margin expansion |
| Corporate Achievement % (Bonus Plan) | 106.2% | Weighted outcome across metrics |
Other Directorships & Interlocks
| Entity | Nature | Interlock/Transaction |
|---|---|---|
| Relay, Inc. | Bailey is a director; CEO David Morken is significant owner of Relay | BAND subleased 60,000 sq ft to Relay effective Jan 1, 2025; total rent $10.9M through Dec 31, 2029; Audit Committee reviews related‑party transactions. Potential conflict given Bailey’s Relay board seat. |
| Carmichael entities | Bailey and Carmichael entities hold BAND Class A shares | Ownership disclosed; no related‑party transactions with BAND noted. |
Policies: Audit Committee must review/approve related‑party transactions (> $120,000).
Expertise & Qualifications
- Audit committee financial expert; deep private equity and investment banking background across Carlyle, Forstmann Little, Carousel Capital; public sector strategic planning experience.
- Education: B.A. UNC Chapel Hill; M.B.A. Stanford GSB.
- Independent director with committee experience in audit and compensation.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 62,382 | Includes 50,599 personally and small holdings via Carmichael entities |
| Outstanding RSUs at 12/31/2024 | 15,709 | Director RSUs outstanding |
| Shares outstanding (Class A) | 27,749,772 | As of Mar 15, 2025 |
| Ownership % (Class A) | ~0.22% | 62,382 ÷ 27,749,772 derived from cited figures |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging by directors |
Change‑in‑control: Director RSUs fully vest immediately prior to closing of a change‑in‑control.
Governance Assessment
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Strengths:
- Independence and expertise: Bailey is independent and designated an audit committee financial expert; active on both audit and compensation committees.
- Engagement: Board met 8 times in 2024; committees met regularly; directors met attendance thresholds and attended the annual meeting.
- Disciplines and controls: Clawback policy; hedging/pledging prohibited; independent compensation consultant (Meridian) with no conflicts; director pay within peer‑benchmarked program.
- Shareholder feedback: 2024 say‑on‑pay received ~80% support; committee considered results.
-
Watch items / RED FLAGS:
- Related‑party interlock: Bailey serves on Relay’s board while BAND has a multi‑year sublease with Relay ($10.9M). Ensure robust audit committee oversight and director recusal on related matters; disclosure shows policy but does not explicitly state recusal.
- Leadership structure: CEO also serves as Chair; no Lead Independent Director—heightens importance of strong committee leadership and executive sessions.
- Control risk: Founder/CEO holds significant Class B voting power (24.3% of total voting power), limiting minority influence.
- Equity plan provisions: Plan permits option/SAR repricing without stockholder approval; director compensation cap allows exceptions in extraordinary circumstances—monitor use.
Overall: Bailey’s financial expertise and committee roles are positives for oversight. The Relay interlock is the primary conflict to monitor; strong adherence to related‑party review procedures and transparent recusal would mitigate investor concerns.