Daryl Raiford
BandwidthAbout Daryl Raiford
Daryl E. Raiford is Chief Financial Officer of Bandwidth (joined July 2021), overseeing global finance and accounting, investor relations, and corporate development; he is a CPA with a B.B.A. in Accounting from The University of Texas at Austin and is age 62 . During 2024 under his finance leadership, Bandwidth delivered 25% revenue growth to $748M, Adjusted EBITDA of $82M, and free cash flow of $59M, while non-GAAP gross margin reached 57% . Bandwidth’s 2024 total shareholder return (value of $100 investment) was 26.57 based on the pay-versus-performance table disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bandwidth Inc. | Chief Financial Officer | 2021–present | Oversees global finance and accounting, investor relations, and corporate development |
| Ribbon Communications | Chief Financial Officer | — | Senior finance leadership |
| GENBAND | Chief Financial Officer | — | Senior finance leadership |
| Freescale Semiconductor | VP & Chief Accounting Officer; VP, Business Transformation | — | Accounting leadership and transformation initiatives |
| Travelport Worldwide | Chief Financial Officer | — | Senior finance leadership |
| Hewlett Packard | VP Finance & Administration, Americas | — | Regional finance leadership |
| Compaq Computer | Corporate Controller | — | Corporate controllership until HP acquisition |
| Price Waterhouse | Auditor (London & Houston) | — | Public accounting experience |
External Roles
- No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 425,000 | 437,750 | 437,750 |
| Target Bonus % of Salary | 75% (per employment agreement) | 75% (per employment agreement) | 75% (individual 2024 target set as $328,313) |
| Target Bonus ($) | — | — | 328,313 |
| Actual Bonus Paid for Year ($) | 335,459 (non-equity plan) | — | 352,141 (paid in fully vested shares 2/28/2025) |
Notes:
- 2024 bonuses for NEOs were paid in fully vested stock on Feb 28, 2025, equal to amounts earned under the 2024 MBO plan .
- Company states NEO pay mix emphasizes at-risk compensation; for non-CEO NEOs, an average of 69% of target total compensation was performance-linked in 2024 .
Performance Compensation
| Element | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Form |
|---|---|---|---|---|---|
| 2024 MBO Bonus (CFO) | Adjusted EBITDA, Non-GAAP Gross Margin, Revenue | Not disclosed | $328,313 | $352,141; Corporate Achievement 106.2% | Paid as fully vested shares on Feb 28, 2025 |
Additional notes on performance metrics:
- Company-defined adjustments for non-GAAP metrics and Adjusted EBITDA are described in the proxy; 2024 Adjusted EBITDA $82M; non-GAAP gross margin 57%; revenue $748M .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 112,564 Class A shares; <1% ownership and voting power |
| Shares Vested in 2024 | 123,930 shares vested; value realized $2,499,664 |
| Hedging/Pledging | Hedging, short sales, derivatives, and pledging are prohibited under Insider Trading Policy |
| Clawback | SEC-compliant policy mandates recovery of erroneously awarded incentive comp upon a required restatement (3 prior fiscal years) |
Outstanding unvested RSUs at 12/31/2024 (and related market value):
- 7/21/2021 grant: 4,690 RSUs; $79,824
- 1/3/2022 grants: 4,391 RSUs; $74,735 and 4,359 RSUs; $74,190
- 11/28/2022 grant: 12,567 RSUs; $213,890
- 5/30/2023 grant: 63,613 RSUs; $1,082,693
- 11/28/2023 grant: 45,845 RSUs; $780,282
- 11/28/2024 grant: 74,040 RSUs; $1,260,161
Vesting schedules (selected):
- 11/28/2024 RSUs: 1/3 on 11/28/2025; remaining 2/3 quarterly through 11/28/2027 (eight quarterly tranches) .
- 11/28/2023 RSUs: 1/3 on 11/28/2024; remaining 2/3 quarterly through 11/28/2026 (note 7).
- 11/28/2022 RSUs: 1/3 on 11/28/2023; remaining 2/3 quarterly through 11/28/2025 (note 6).
- 5/30/2023 RSUs: 1/3 on 5/30/2024; then quarterly through 5/30/2026 (note 11).
- 7/21/2021 RSUs: equal annual installments over four years from 7/21/2022 (note 10).
2024 bonus settlement shares:
- Fully vested shares granted 2/28/2025 for MBO bonus earned for 2024 (value equals bonus earned) (note 9).
Stock ownership guidelines:
- No executive ownership multiple of salary guideline disclosure identified in the proxy; hedging/pledging prohibited .
Employment Terms
| Provision | Non–Change in Control | Change in Control (within 12 months) |
|---|---|---|
| Agreement term | Auto-renews annually (if no 60-day notice) | Auto-renews annually |
| Cash severance | 100% of base salary | 150% of base salary |
| Bonus severance | 100% of target annual cash bonus | 150% of target annual cash bonus |
| Benefits | Lump sum equal to 12 months premiums for basic medical and term life | Lump sum equal to 18 months premiums for basic medical and term life |
| Equity vesting on termination | RSUs/time-based awards vest as to portion scheduled in next 6 months | All unvested RSUs/time-based awards become fully vested upon change in control; also full vest on death |
| Restrictive covenants | Confidentiality; 12-month non-compete and non-solicit post-termination | Same |
| 280G | Cutback to avoid excise taxes if applicable |
Performance Compensation Details (Design)
- 2024 plan tied to Corporate Objectives: Adjusted EBITDA, Non-GAAP Gross Margin, and Revenue; committee set targets and weightings (weightings not disclosed). Corporate achievement for 2024 was 106.2%; individual achievement percentages determined by the committee; CFO’s award equaled $352,141 .
- Equity incentives predominantly RSUs with multi-year vesting; annual and ad hoc grant practices benchmarked by Meridian; 2024 grants approved in November with three-year vesting (annual cliff then quarterly) .
Say‑on‑Pay and Governance
- 2024 say‑on‑pay approval: approximately 80% of votes cast supported NEO compensation; no program changes made as a result .
- Independent compensation consultant (Meridian) engaged; no conflicts identified .
- Robust clawback, and hedging/pledging prohibitions enhance alignment .
Investment Implications
- Alignment and retention: High at‑risk mix (majority of NEO pay tied to performance) and multi‑year RSU schedules align CFO incentives to sustained improvements in EBITDA, margins, and revenue; prohibition on hedging/pledging and clawback further align interests .
- Vesting overhang and liquidity: Significant scheduled RSU vesting through 2025–2027 and 2024 MBO bonuses paid in fully vested stock could create periodic liquidity events (e.g., tax withholding sales) without implying discretionary selling pressure; 123,930 shares vested for CFO in 2024 with $2.5M value realized .
- Change‑in‑control economics: Moderate CIC severance (1.5x salary and target bonus plus benefits; full vest on CIC) balances retention with shareholder protections (280G cutback), limiting outsized golden parachute risk while preserving continuity in a strategic event .
- Execution track record: 2024 results show strong growth and profitability improvements (revenue +25%, Adjusted EBITDA $82M, FCF $59M); however, GAAP net income was a $7M loss, and TSR for 2024 as reported in the PVP table was 26.57 (value of $100), underscoring continued focus on profitable growth and cash generation to sustain compensation outcomes .