Jennifer Armstrong-Owen
About Jennifer Armstrong-Owen
Jennifer Armstrong-Owen is Senior Vice President and Chief People Officer of BlackBerry Limited, appointed effective January 29, 2024, under an employment agreement dated January 9, 2024 and amended January 10, 2024 and September 6, 2024 . Prior roles include senior HR leadership positions at OfferUp (SVP, People, 2023–2024), SeekOut (SVP, People, 2021–2023), and Chef Software (VP, People, 2018–2020) . Company performance context during her tenure: Fiscal 2025 company TSR value 91.10 vs peer group TSR 179.19, revenue $535 million, and net income -$79 million, per pay-for-performance disclosure . Fiscal 2025 annual incentive metrics for NEOs were tied to Software & Services revenue ($595m target), Adjusted EBITDA margin (1.1% target), and Corporate Operating Cash Flow ($13m target), with actual results informing her bonus payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OfferUp | Senior Vice President, People | 2023–2024 | Not disclosed |
| SeekOut | Senior Vice President, People | 2021–2023 | Not disclosed |
| Chef Software | Vice President, People | 2018–2020 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
- Base salary in Fiscal 2025: $383,467; base salary increased 4.5% effective December 17, 2024 .
- VIP target percentage increased from 50% (through Dec 17, 2024) to 65% at Fiscal 2025 year-end .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | — | $33,224 | $383,467 |
| VIP Target % of Base | — | 50% | 65% (year-end) |
| Discretionary Bonus ($) | — | — | $129,058 (Cylance sale recognition) |
| All Other Compensation ($) | — | — | $7,785 |
Performance Compensation
- Annual bonus (VIP) paid for Fiscal 2025: $205,571 based on weighted performance achievement of 100.86% .
- New hire equity award granted April 4, 2024 totaling $1,250,000, split 50% TBRSUs and 50% PBRSUs; each leg carried grant date fair value $624,997 . Fair value reference market prices: $2.88 (Apr 4, 2024) and $3.82 (Jan 2, 2025) applied to TBRSUs; PBRSUs valued at market price at grant (target basis; maximum PBRSU fair value $1,562,489) .
- Interim PBRSUs design and metrics: 70% relative TSR vs S&P Software & Services Select Industry Index and 30% adjusted EBITDA margin %, with 3-year measurement and payout range 75%–150% of target; a portion of the April 4, 2024 PBRSUs was earned at 150% for the first-year EBITDA margin sub-metric (cliff vest in 2027) .
VIP Metrics and Outcomes (Fiscal 2025)
| Metric | Weighting | Target | Actual | VIP Multiple Achieved |
|---|---|---|---|---|
| Software & Services Revenue | 50% | $595m | $585m | 0.48 |
| Adjusted EBITDA Margin % | 20% | 1.1% | 5.1% (normalized) | 0.22 |
| Corporate Operating Cash Flow | 30% | $13m | $17m | 0.31 |
| Weighted Performance Achieved | — | — | — | 100.86% |
| VIP Payout ($) | — | — | — | $205,571 |
Equity Awards Granted (Fiscal 2025)
| Grant Date | Type | Units (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Apr 4, 2024 | TBRSUs | 217,013 | $624,997 | 1/3 on Apr 4, 2025; 1/3 on Apr 4, 2026; 1/3 on Apr 4, 2027 |
| Apr 4, 2024 | PBRSUs (Target) | 217,013 | $624,997 | Cliff vest on Apr 4, 2027 (subject to performance) |
| VIP (FY2025) | Cash | Target $203,810; Threshold $10,190; Max $224,191 | — | Paid April 2025 per outcomes |
PBRSU Performance Design (Interim Grants)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative TSR vs S&P Software & Services Select Industry Index | 70% | 90% | 100% | 125% |
| Adjusted EBITDA Margin % | 30% | 90% | 100% | 125% |
| Total PBRSU Payout | — | 75% | 100% | 150% |
Equity Ownership & Alignment
- Beneficial ownership as of Record Date: 42,398 direct shares; no indirect holdings; no rights to acquire within 60 days; less than 1% of shares outstanding .
- Outstanding equity awards at Fiscal 2025 year-end: 249,564 unvested TBRSUs ($1,175,446 value) and 195,312 unearned PBRSUs ($919,920 value), valued at $4.71 NYSE close on Feb 28, 2025 .
- Options: None held by any NEO during Fiscal 2025 .
- Share ownership guidelines: 2x base salary for NEOs; five-year compliance window; unvested awards count toward target; Armstrong-Owen had not met guideline as of Record Date .
- Anti-pledging/hedging: Company policy prohibits pledging/hedging; Company not aware of any current NEOs/directors engaging in hedging or share pledging .
| Holder | Direct | Indirect | Right to Acquire (60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Jennifer Armstrong-Owen | 42,398 | — | — | 42,398 | <1% |
| Outstanding Awards (as of 2/28/2025) | Units (#) | Market/Payout Value ($) | Vesting Dates |
|---|---|---|---|
| TBRSUs (unvested) | 249,564 | $1,175,446 | Apr 4, 2025/2026/2027 |
| PBRSUs (unearned) | 195,312 | $919,920 | Apr 4, 2027 |
Employment Terms
- Employment agreement: Jan 9, 2024; effective date Jan 29, 2024; amendments Jan 10, 2024 and Sept 6, 2024 .
- Clawback policy: Recoup incentive/equity comp for restatements (last 3 fiscal years) and misconduct (preceding 1-year); no recoveries in Fiscal 2025 .
- Change-of-control policy: Double-trigger; upon termination during negotiation or within 24 months post-CoC, 2x base salary; 2x base salary × VIP target % in lieu of bonus; 24 months benefits continuation; all outstanding equity immediately and automatically fully vests at target .
- Severance/termination values (if triggered on last day of Fiscal 2025):
- Without Cause/Good Reason: Base $430,192; Bonus $205,571; Benefits $30,753; LTI Awards $340,712; Total $1,007,228 .
- Change of Control: Base $794,200; Bonus $516,230; Benefits $56,775; LTI Awards $2,095,366; Total $3,462,571 .
- Post-termination vesting absent CoC: Equity continues to vest for 13 months for Armstrong-Owen; TBRSUs vest automatically upon death; PBRSUs vest at target upon death .
| Scenario | Base Salary ($) | Bonus ($) | Benefits ($) | Retirement ($) | LTI Awards ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination – Without Cause/Good Reason | 430,192 | 205,571 | 30,753 | — | 340,712 | 1,007,228 |
| Termination – Change of Control (Double Trigger) | 794,200 | 516,230 | 56,775 | — | 2,095,366 | 3,462,571 |
Compensation Structure Analysis
- Pay mix: Significant variable compensation via VIP and PBRSUs/TBRSUs; company targets pay at peer group median and links payouts to performance metrics, with clawback and risk controls in place .
- VIP target increase to 65% (from 50%) in Fiscal 2025 better aligns her cash incentives with peers and company priorities .
- Interim PBRSUs for new hires emphasize long-term TSR and EBITDA discipline; first-year EBITDA sub-metric earned at 150% indicates above-target profitability attainment for that component, though vesting remains at 2027 .
- Discretionary bonus of $129,058 linked to the successful completion of the Cylance sale recognizes transactional contribution beyond formulaic metrics .
Say-on-Pay & Shareholder Feedback
- 2025 Advisory Vote on Executive Compensation: For 230,947,782; Against 54,745,245; Abstain 1,037,037; Broker non-votes 76,636,749 .
- Peer group benchmarking: Company targets median pay vs a comparator set of public technology companies; list includes ACI Worldwide, Appian, Blackbaud, Commvault, CrowdStrike, Dolby, HubSpot, Manhattan Associates, Pegasystems, PTC, Qualys, Rapid7, RingCentral, SentinelOne, Tenable, Teradata, Varonis, Verint, Zscaler; updates planned to reflect Cylance sale and more automotive software exposure .
Risk Indicators & Red Flags
- Anti-pledging/hedging policy in place; company not aware of any hedging or pledging by current NEOs/directors .
- Section 16(a) compliance: One Armstrong-Owen Form 4 filing for Fiscal 2025 was reported late .
- No options outstanding (reduces repricing risk) .
- Compensation risk assessment by AON found programs reasonably aligned and not likely to encourage excessive risk .
Investment Implications
- Retention incentives are meaningful: large unvested TBRSUs (249,564) and unearned PBRSUs (195,312) vest through April 2027, creating multi-year alignment and reducing near-term departure risk . Anti-hedging/anti-pledging policy further lowers immediate selling pressure .
- Pay-for-performance alignment: VIP tied to revenue, EBITDA margin, and cash flow with actual weighted performance of 100.86% and a $205,571 payout, indicating formulaic linkage to operational outcomes; PBRSUs further link pay to TSR and profitability .
- Ownership guidelines not yet met (2x salary required; five-year window), suggesting continued accumulation potential as awards settle, but near-term direct ownership remains modest (42,398 shares; <1%) .
- Change-of-control economics are sizable (up to $3.46m including accelerated vesting at target), a consideration for transaction scenarios and potential executive incentives around strategic alternatives .