John Murdock
BandwidthAbout John C. Murdock
Independent director (Class II) at Bandwidth Inc. since 2016; age 60 as of April 15, 2025. Former Bandwidth President (2008–Dec 2018) and General Counsel; prior founder of a specialized civil litigation firm; former Marine officer with combat service in Operation Desert Shield/Storm. Education: B.S. Finance (Miami University of Ohio), J.D. (University of Notre Dame Law School). Committees: Audit (member) and Compensation (member). Determined independent under SEC/Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bandwidth Inc. | President | 2008–Dec 2018 | Senior leadership of operations; transitioned from General Counsel |
| Bandwidth Inc. | General Counsel | Pre-2008 (prior to presidency) | Established legal framework; corporate governance |
| Specialized Law Firm (Founder) | Complex civil litigation attorney | Pre-Bandwidth | National-level litigation practice |
| United States Marine Corps | Officer (combat service) | Prior to civilian roles | Operation Desert Shield/Storm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Relay, Inc. | Director | Current | Bandwidth CEO David Morken is Chairman and former CEO of Relay; related-party transactions exist between Bandwidth and Relay (see RPT) |
| ArenaCX, Inc. | Director | Current | Customer experience marketplace; private company |
| Double D, LLC (DBA Paper Water Bottle) | Director | Current | Sustainable packaging venture |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Chair: Lukas M. Roush; Compensation Chair: Douglas A. Suriano.
- Independence: Board determined Murdock is independent (4/6 directors are independent).
- Attendance and engagement: In fiscal 2024, the board held 8 meetings; each director attended at least 75% of board and assigned committee meetings; all directors attended the May 23, 2024 annual meeting. Audit Committee held 5 meetings; Compensation Committee held 3 meetings in 2024.
- Director nominations: Independent directors oversee nominations; standing nominating committee not used.
Fixed Compensation
| Year | Board Retainer ($) | Audit Committee Member Fee ($) | Compensation Committee Member Fee ($) | Committee Chair Fee ($) | Total Cash Fees ($) |
|---|---|---|---|---|---|
| 2023 | 50,000 | 10,000 | 7,500 | 0 | 67,500 |
| 2024 | 50,000 | 10,000 | 7,500 | 0 | 67,500 |
- Cash program: Paid quarterly in arrears; committee chair retainers are $20,000 (Audit) and $15,000 (Compensation)—Murdock is a member, not chair.
Performance Compensation
| Year | RSU Grant Fair Value ($) | Grant Date | Vesting Schedule | Change-of-Control Treatment |
|---|---|---|---|---|
| 2023 | 175,000 | Nov 2023 | Equal quarterly on Mar 31, Jun 30, Sep 30, Dec 31, 2024 | Director RSUs fully vest immediately prior to closing of a change in control |
| 2024 | 175,000 | Nov 2024 | Equal quarterly on Mar 31, Jun 30, Sep 30, Dec 31, 2025 | Director RSUs fully vest immediately prior to closing of a change in control |
- Equity design guardrails: Non-employee director compensation is capped at $450,000 per fiscal year ($650,000 in a director’s initial service year) for combined cash + equity, with exceptions only in extraordinary circumstances; no tax gross-ups under the plan.
- Clawbacks: All awards subject to Bandwidth’s clawback policy and plan clawback provisions.
Other Directorships & Interlocks
| Entity | Relationship to BAND | Interlock/Transaction | Governance Note |
|---|---|---|---|
| Relay, Inc. | Related party due to CEO David Morken’s ownership/chair role | Bandwidth subleased 60,000 sq ft to Relay (term Jan 1, 2025–Dec 31, 2029) for aggregate rent $10.9M; Relay may expand up to +25,000 sq ft | Murdock sits on Relay board and is on Bandwidth’s Audit Committee that reviews related party transactions—monitor independence and oversight; Audit Committee reviews and approves RPTs per charter. |
RED FLAG: Overlapping governance between Bandwidth (Audit member) and Relay (director), combined with a material related-party sublease with Relay, warrants continued scrutiny of recusal practices and Audit Committee oversight processes.
Expertise & Qualifications
- Legal and governance: Former General Counsel; founder of litigation firm; J.D. (Notre Dame).
- Finance and operations: B.S. in Finance; served as Bandwidth President for a decade.
- Military leadership: Marine officer with combat experience.
- Industry: Long tenure in communications/technology; selected for board for company/industry expertise.
Equity Ownership
| As-of Date | Class A Shares | Class B Shares | Ownership % | Voting % | Notes |
|---|---|---|---|---|---|
| Mar 15, 2025 | 109,323 (held by John Charles Murdock Revocable Trust U/A/D 8/15/13) | — | <1% | <1% | Trust transfer noted in late Section 16 filing; see Insider Trades. |
| Dec 31, 2024 | Outstanding RSUs at year-end | 15,709 | — | — | RSUs vest quarterly during 2025 per director grant |
- Insider trading/ownership policy: Hedging and pledging prohibited for employees, directors, consultants, and contractors.
Insider Trades and Section 16 Compliance
| Filing Date | Item | Description |
|---|---|---|
| Apr 8, 2024 | Late Form 4 | Filed late with respect to a transfer of certain Class A shares to a trust for estate planning purposes (John Murdock). |
Governance Assessment
- Strengths
- Independence affirmed; dual committee membership (audit and compensation) increases oversight breadth.
- Solid attendance record across board and committees in FY2024; participation in the 2024 annual meeting.
- Director pay structure balanced toward equity (RSUs $175,000 vs cash fees $67,500), supporting alignment; plan-level caps and clawbacks exist.
- Watch items
- Related-party transaction with Relay, where Murdock serves as director and Bandwidth’s CEO is Chairman and a significant owner—ensure clear recusals and robust Audit Committee review.
- Late Section 16 (Form 4) filing in 2024—administrative control improvement opportunity.
- Change-in-control RSU acceleration for directors may reduce at-risk alignment during transactions—disclose recusal/independence posture in M&A contexts.
Director Compensation Mix
| Year | Cash Fees ($) | Equity RSUs ($) | Total ($) |
|---|---|---|---|
| 2023 | 67,500 | 175,000 | 242,500 |
| 2024 | 67,500 | 175,000 | 242,500 |
- Committee fee components are driven by membership (Audit $10,000; Compensation $7,500); no chair fees for Murdock.
Committee Structure and Consultant Independence
- Compensation Committee membership: Suriano (Chair), Bailey, Murdock, Roush; retained Meridian as independent compensation consultant in 2024; Committee found no conflicts of interest.
- Audit Committee membership: Roush (Chair), Bailey, Murdock, Suriano; financial literacy for all members; Audit Committee oversees RPT approval procedures.