Douglas Suriano
BandwidthAbout Douglas A. Suriano
Douglas A. Suriano, age 63 (as of April 15, 2025), is an independent Class II director of Bandwidth, serving since 2017. He chairs the Compensation Committee and serves on the Audit Committee. Suriano previously led Oracle Communications as SVP & GM (joined in 2013 via Oracle’s acquisition of Tekelec), with prior technology leadership roles at Tekelec (CTO & VP Engineering), dynamicsoft (VP Engineering), QAD (CIO), and earlier managed IT for the U.S. Marine Corps. He holds a B.S. from the U.S. Naval Academy and an M.S. in Information Technology from the U.S. Naval Postgraduate School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Communications | SVP & General Manager; earlier VP of Products | Joined 2013; SVP & GM until 2019 | Led global communications software business |
| Tekelec, Inc. | Chief Technology Officer & VP Engineering | — | Core network signaling/platform leadership |
| dynamicsoft, Inc. | Vice President of Engineering | — | SIP/softswitch engineering leadership |
| QAD, Inc. | Chief Information Officer | — | Enterprise IT leadership |
| United States Marine Corps | Managed IT Division | — | Military IT operations oversight |
External Roles
- No other public-company directorships disclosed in the proxy materials for Suriano .
- No compensation committee interlocks; no insider participation in the Compensation Committee (all members independent; none served as officers) .
Board Governance
- Independence: Board determined Suriano is independent under SEC and Nasdaq rules; four of six directors are independent .
- Committees: Member—Audit and Compensation; Chair—Compensation Committee .
- Attendance and engagement: Board held 8 meetings in FY2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the May 23, 2024 annual meeting .
- Committee activity: Audit Committee held 5 meetings; Compensation Committee held 3 meetings in FY2024 .
- Executive sessions: Independent directors meet in executive session at each board, audit, and compensation meeting .
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director—independents provide leadership via audit and compensation committees .
Fixed Compensation (Director — FY2024 Service)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | $50,000 | Non-employee director cash retainer |
| Audit Committee Member Fee | $10,000 | Member (non-chair) |
| Compensation Committee Chair Fee | $15,000 | Chair retainer |
| Total Cash Fees (Suriano) | $75,000 | Matches “Fees Earned or Paid in Cash” |
2024 director cash program: members of Compensation Committee (other than chair) receive $7,500; Audit Committee members (other than chair) receive $10,000; Audit Committee chair $20,000; Compensation Committee chair $15,000; payable quarterly in arrears; reasonable expenses reimbursed; each director has an indemnification and advancement agreement .
Performance Compensation (Director Equity)
| Equity Element | Grant/Value | Vesting | Terms |
|---|---|---|---|
| Annual RSU grant (Nov 2024, for 2025 service) | $175,000 fair value | Vests quarterly on Mar 31, Jun 30, Sep 30, Dec 31, 2025 | RSU count determined by dividing $175,000 by market price at grant; continuous service required |
| Change-in-control | — | Accelerated vesting | Director equity fully vests immediately prior to closing of a change-in-control if in continuous service |
| Stock Awards (2024 reported) | $175,000 | — | Aggregate grant-date fair value per ASC 718 |
Director Compensation (FY2024 reported)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Douglas A. Suriano | $75,000 | $175,000 | $250,000 |
Outstanding RSUs as of December 31, 2024: Suriano—15,709 .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards | Not disclosed | No other public directorships noted for Suriano |
| Compensation Committee interlocks | None | No officer service; no interlocking boards disclosed |
Expertise & Qualifications
- Technology and communications leadership (Oracle Communications, Tekelec, dynamicsoft) .
- Enterprise IT management (QAD; U.S. Marine Corps IT division) .
- Education: B.S., U.S. Naval Academy; M.S., Information Technology, U.S. Naval Postgraduate School .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Voting % | Ownership % |
|---|---|---|---|---|
| Douglas A. Suriano | 33,337 | — | <1% (asterisk) | <1% (asterisk) |
Notes:
- Percentages are shown in the proxy as “*” representing less than 1% .
- Outstanding shares (basis for calculation): 27,749,772 Class A and 1,958,027 Class B as of March 15, 2025 .
- Insider trading policy prohibits hedging, short sales, derivatives, and pledging or margin accounts for directors and employees .
Governance Assessment
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Strengths:
- Independent director with deep telecom/IT product and engineering leadership; chairs Compensation Committee and serves on Audit Committee—positions central to investor oversight of pay and financial integrity .
- Independent compensation consultant (Meridian) engaged; Compensation Committee determined no conflicts of interest in 2024 .
- Active board/committee cadence and minimum attendance standards met; directors attended the 2024 annual meeting .
- Hedging/pledging prohibited; clawback policy adopted in line with SEC/Nasdaq requirements (applies to executive incentive comp, reinforcing governance tone) .
-
Watch items / potential red flags:
- No Lead Independent Director while CEO also chairs the board—places greater weight on committee independence and executive sessions for effective oversight .
- Related-party transaction with Relay (CEO ownership) subleasing HQ space; although not involving Suriano, Audit Committee oversight of related-party transactions is essential to mitigate conflict risk (aggregate rent ~$10.9M through 2029) .
- Say-on-Pay support of ~80% in 2024 is acceptable but not overwhelming; Compensation Committee made no program changes in response—continued monitoring of shareholder feedback advisable .
-
Pay-for-performance and alignment signals:
- Director pay mix is equity-heavy ($175k RSUs vs. $75k cash), with quarterly vesting and change-in-control acceleration—aligns director incentives with shareholder value and continuity of service .
- Beneficial ownership is modest (<1%); ongoing RSU grants and prohibition on hedging/pledging support alignment without leverage risk .