Barry Mainz
About Barry Mainz
Barry Mainz was appointed to BlackBerry’s Board on August 23, 2025 and determined independent under NYSE/TSX standards, with no related-party transactions or familial relationships with BlackBerry officers/directors disclosed . He is the Chief Executive Officer of Forescout Technologies and brings 30 years of leadership in cybersecurity, embedded software, network security, and unified endpoint management; he holds a BA in Communications from San Francisco State University . Following his appointment, the Board size increased to eight, with seven independent directors including Mr. Mainz .
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Forescout Technologies | Chief Executive Officer | Current |
| Wind River Systems | President | Prior role |
| Malwarebytes | Chief Operating Officer | Prior role |
| MobileIron | Chief Executive Officer and Director | Prior role |
| Crosspoint Capital | Operating Partner | Prior role |
| Mercury Interactive | Leadership/advisory/board positions (not individually specified) | Prior involvement |
| Makara (acquired by Red Hat) | Leadership/advisory/board positions (not individually specified) | Prior involvement |
| Sun Microsystems | Leadership/advisory/board positions (not individually specified) | Prior involvement |
External Roles
| Organization | Role | Public/Private | Committee Positions |
|---|---|---|---|
| Forescout Technologies | Chief Executive Officer | Not specified in filing | Not disclosed |
| MobileIron | Director (prior) | Public (historical) | Not disclosed |
| Various (Mercury Interactive, Makara, Sun Microsystems) | Advisory/board roles (not individually specified) | Not specified | Not disclosed |
Board Governance
- Committee assignments: Not disclosed for Mr. Mainz as of his appointment; the Board split the former Compensation, Nomination and Governance Committee into separate Compensation and Nomination & Governance Committees in April 2025 . Current committee chairs: Compensation (Lisa Bahash), Nomination & Governance (Philip Brace), Audit & Risk Management (Lisa Disbrow) -.
- Independence: Board determined Mr. Mainz meets NYSE/TSX independence standards .
- Board composition: After his appointment, eight directors, seven independent including Mr. Mainz .
- Executive sessions: Independent directors met in-camera regularly during Fiscal 2025, supporting board independence practices .
Fixed Compensation
| Element | Structure | Key Terms |
|---|---|---|
| Director Retainer | Paid 100% in Deferred Share Units (DSUs) | Non-officer directors receive DSUs for initial and annual retainers; DSUs credited quarterly (initial retainer in full at first award date) and fully vested when granted . |
| DSU Valuation | Market-based | DSUs credited by dividing fee amount by closing share price on award date (TSX/NYSE); dividend equivalents credited in DSUs . |
| Redemption | After service ends | Redemption no later than Dec 15 of the year after service ends; company may settle in cash, secondary market shares, or treasury shares, less withholding . |
| Plan Limits | Capacity/insider limits | DSU Plan maximum equals 1% of outstanding shares; insider issuance limits of 10% in any one-year/at any time across plans . |
| Compensation baseline for Mr. Mainz | Same as other non-employee directors | Mr. Mainz will receive the same director compensation and indemnification as other non-employee directors; specific fee amounts for him not yet disclosed . |
| Ownership Guidelines | Alignment requirement | Directors must hold shares/DSUs equal to ≥4x annual retainer within 5 years; DSU accruals typically satisfy the guideline . |
Performance Compensation
| Performance-linked element | Details |
|---|---|
| None for directors | BlackBerry pays non-officer directors entirely in DSUs for retainers, with no other compensation beyond reimbursed expenses; no performance-based director incentives are disclosed . |
Other Directorships & Interlocks
| Company | Role | Interlock with BB directors | Notes |
|---|---|---|---|
| MobileIron | Director (prior) | None disclosed | Named among prior roles; no current BB board interlocks disclosed . |
| Mercury Interactive, Makara, Sun Microsystems | Advisory/board roles (not specified) | None disclosed | Not individually specified; no interlocks disclosed . |
Expertise & Qualifications
- Technology/cybersecurity operator with executive leadership across embedded software, network security, and unified endpoint management; product-led growth and global go-to-market experience .
- BA in Communications from San Francisco State University .
Equity Ownership
| Item | Status/Policy |
|---|---|
| DSUs credited | Initial retainer DSUs credited in full on first Award Date after joining; quarterly DSUs thereafter; fully vested when granted . |
| Redemption eligibility | Only after service ends; settlement in cash/secondary market/treasury shares per plan . |
| Ownership guideline | 4x annual retainer within 5 years of joining; assessed on greater of purchase/grant/market value; DSUs over ~4 years expected to satisfy . |
| Hedging/pledging | Company states it does not allow hedging or pledging of equity holdings within compensation governance framework . |
| Mainz holdings | Not yet disclosed as of appointment; compensation/DSU accruals to begin per DSU Plan . |
Governance Assessment
- Independence and clean related-party profile: Board confirmed Mr. Mainz as independent; no related-party transactions or familial relationships disclosed—supports investor confidence .
- Alignment via DSU-only director pay and robust ownership guidelines: Paying retainers entirely in DSUs and enforcing 4x retainer ownership within five years help align director interests with shareholders .
- Board strengthening: Appointment increases independent representation (7 of 8) and adds deep cybersecurity/embedded software expertise amid BlackBerry’s reorganization of its Cybersecurity business into Secure Communications and the relaunch of IoT as QNX—enhancing strategic oversight .
- Potential risk considerations: Mr. Mainz’s external CEO role at Forescout (cybersecurity) overlaps thematically with BlackBerry’s Secure Communications division; while independence is confirmed and no related-party transactions are disclosed, ongoing monitoring of time commitments and potential competitive overlaps is prudent .
- Board responsiveness to investor feedback: 2024 say-on-pay support was 52.1%; the Board engaged shareholders and redesigned long-term incentives (including TSR “wrapper” and operating metrics), and 2025 say-on-pay was approved—evidence of governance responsiveness - -.