John J. Giamatteo
About John J. Giamatteo
John J. Giamatteo, 58, is BlackBerry’s Chief Executive Officer (since December 2023) and a director; he has also led the Secure Communications (formerly Cybersecurity) division since October 2021. He previously served as President and Chief Revenue Officer at McAfee, COO at AVG Technologies, and held senior leadership roles at Solera Holdings, RealNetworks, and Nortel; he holds a B.S. in accounting and an MBA from St. John’s University . As context on company performance during his recent tenure, BlackBerry’s fiscal 2024 revenue was $853 million with net income of $(130) million, and its TSR value (initial $100 basis) was 53.77 versus 157.22 for the peer index; pay-versus-performance disclosures are provided by the company for this period that straddles his transition to CEO .
Past Roles
| Organization | Role | Years | Strategic impact (per proxy) |
|---|---|---|---|
| BlackBerry Limited | Chief Executive Officer; Director | Since Dec 2023 | CEO and board member |
| BlackBerry Limited | President, Secure Communications (predecessor: Cybersecurity) | Since Oct 2021 | Leads Secure Communications/Cybersecurity division |
| McAfee Corp. | President and Chief Revenue Officer | Not disclosed | Senior commercial leadership |
| AVG Technologies | Chief Operating Officer | Not disclosed | Senior operating leadership |
| Solera Holdings; RealNetworks; Nortel | Senior leadership positions | Not disclosed | Senior roles at technology companies |
External Roles
| Category | Details |
|---|---|
| Public company boards (current) | None |
| Public company boards (past five years) | None |
| Board interlocks | None |
Fixed Compensation
Multi-year summary compensation (NEO disclosures):
| Year | Salary ($) | Bonus ($) | Equity Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2025 | 700,000 | – | – | 706,051 | 11,154 | 1,417,205 |
| 2024 | 600,328 | – | 7,499,993 | 304,086 | 12,926 | 8,417,333 |
| 2023 | 559,342 | – | 1,499,999 | 263,908 | 7,573 | 2,330,822 |
| 2022 | 223,014 | 229,166 | 5,205,964 | – | 1,421 | 5,659,565 |
Additional fixed-pay context:
- CEO pay ratio for fiscal 2025 was ~14:1, lower versus 2024 due to deferral of annual long-term incentive awards into fiscal 2026; the company expects a higher ratio in 2026 when those awards are reflected .
Performance Compensation
Annual incentives and equity program details:
| Plan/Grant | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY2025 VIP (annual cash) | Financial performance metrics (company-aligned) | Not disclosed | $700,000 (target) | $706,051 (paid) | Cash in FY2025 |
| FY2024 VIP (annual cash) | Financial performance metrics | Not disclosed | $300,164 (target) | $60,033 (paid) | Cash in FY2024 |
| FY2024 SIP (annual cash) | Operating metrics (incl. business-unit factors) | Not disclosed | $300,164 (target) | $244,053 (paid) | Cash in FY2024 |
| Jan 2, 2024 PBRSUs | Operating metrics (emphasis), with relative TSR “wrapper” at 55th percentile for target; payout capped at target if absolute TSR is negative | Not disclosed | 962,099 target shares; threshold 7.5%; max 150% | First-year adjusted EBITDA margin metric earned at 150% for the first-year component in FY2025 (portion of award) | Vests Jan 2, 2027 |
| Jan 2, 2024 TBRSUs | Time-based | — | 787,172 units (grant-date FV $2.7M) | n/a | 50% vests Jan 2, 2026; 50% vests Jan 2, 2027 |
Notes:
- “Targets and definitions for each metric defined at beginning of performance cycle,” with an audit process and validation of payout calculations overseen by the Compensation Committee .
- In FY2025, no new annual equity awards were granted to NEOs due to a deferral to fiscal 2026; the long-term plan was redesigned to emphasize QNX growth and operating metrics, with a TSR wrapper to improve alignment .
Equity Ownership & Alignment
Beneficial ownership and vesting:
| As of Record Date | Direct Shares | Indirect | Right to Acquire (60d) | Total | % of Class |
|---|---|---|---|---|---|
| 2025 | 490,761 | – | – | 490,761 | <1% |
| 2024 | 206,090 | – | – | 206,090 | <1% |
Vesting activity and overhang:
- FY2025 vesting realized: 513,023 RSUs vested for $1,963,983 of value .
- Outstanding equity (Feb 28, 2025) – selected CEO lines:
- Jan 2, 2024: 669,096 not-vested units (market $3,151,442); 865,889 unearned PBRSUs (market/payout $4,078,337) .
- Jan 2, 2024: 178,569 not-vested units (market $841,060); 196,793 unearned PBRSUs (market/payout $926,895) .
- Jan 6, 2023: 209,515 not-vested units (market $986,816) .
- Vesting schedules (CEO grants):
- Jan 2, 2024: TBRSUs vest 50% on Jan 2, 2026 and 50% on Jan 2, 2027; PBRSUs vest Jan 2, 2027 .
- Jan 6, 2023: TBRSUs and PBRSUs vest Jan 6, 2026 .
- Feb 1, 2022: TBRSUs/PBRSUs vested Jan 3, 2025 .
Alignment policies:
- CEO stock ownership guideline: ≥4x base salary; all unvested equity and owned shares count; five-year compliance window . Anti-pledging/anti-hedging policy in place; the company is not aware of any hedging or pledging by current NEOs or directors .
- Options: none of the NEOs held options during FY2025 . Option repricing/cashout without shareholder approval is restricted under plan rules .
Employment Terms
Contract dates and key severance economics:
- CEO employment agreement dated December 8, 2023; amended on September 10, 2024 and effective April 1, 2025 (amendment increased severance period to 24 months and added a lump-sum equal to 2x target annual bonus) .
Severance and change-of-control structure (double-trigger):
- Termination without Cause or for Good Reason (general): 24 months salary, 2x VIP at then-current target, continued health benefits during the 24-month severance period, equity continues to vest during the severance period (no acceleration), and prorated earned VIP for the fiscal year of termination .
- Termination during negotiation of or within 24 months following a Change of Control: lump sum 2x base salary; continued health benefits for 24 months; payment equal to base salary × applicable target VIP (and SIP, where applicable) × 2; all outstanding equity immediately vests at target; vested options exercisable per plan .
- No entitlements arise on a change of control absent termination (double trigger) .
Illustrative entitlements (as disclosed):
| Scenario (as of FY2025 year-end) | Base Salary ($) | Bonus ($) | Benefits ($) | LTI Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause/Good Reason | 875,000 | 706,051 | 30,591 | 2,565,970 | 4,177,612 |
| Change of Control + Qualifying Termination | 1,400,000 | 1,400,000 | 48,945 | 9,984,550 | 12,833,495 |
Amended (effective April 1, 2025) illustration (on Record Date):
| Scenario (post-amendment) | Base Salary ($) | Bonus ($) | Benefits ($) | LTI Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause/Good Reason | 1,400,000 | 2,106,051 | 48,945 | 9,984,550 | 13,539,546 |
Other terms:
- Clawback policy covering incentive and equity compensation for financial restatements and misconduct; three-year restatement lookback and one-year misconduct recoupment .
- Retirement savings: U.S. 401(k)/Canada RRSP match up to 5% of salary; no additional pension/SERP plans for NEOs .
- Perquisites/benefits: NEOs receive benefits similar to other employees (no special perquisite schedule disclosed) .
Board Governance
- Status: Non-independent director as CEO; all other nominees except the CEO are independent .
- Chair and committees: Board Chair and all standing committee chairs are independent; in-camera sessions of independent directors occur regularly .
- Attendance: 100% Board attendance (10/10) for FY2025; CEO is not compensated for board service and does not receive DSUs for director service .
- Election support: At the 2024 meeting, Giamatteo received 93.9% votes “for” (250,859,357 for; 16,303,904 withheld) .
Director compensation context (for non-officer directors):
- Director fees are paid 100% in DSUs; officer-directors (Giamatteo) receive no director compensation .
Say-on-Pay & Shareholder Feedback
| 2025 Advisory Vote on Executive Compensation | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Results | 230,947,782 | 54,745,245 | 1,037,037 | 76,636,749 |
Shareholder engagement and program changes:
- The CNG Committee/Board engaged with top active holders; feedback emphasized weighting QNX growth and operating metrics over market-based TSR; the redesigned long-term plan implements a TSR wrapper at the 55th percentile for target, caps payouts at target if absolute TSR is negative, and shifts emphasis to operating metrics; enhanced disclosure of targets/results was added . Independent advisor Mercer provided benchmarking support .
Additional Detail: 2024–2025 Grants and Targets
| Grant/Program | Grant Date | Type | Shares/Target | Grant-Date FV ($) | Key Terms |
|---|---|---|---|---|---|
| FY2025 VIP | — | Annual bonus | $700,000 target | — | Financial metrics; targets set at cycle start |
| FY2024 VIP | — | Annual bonus | $300,164 target | — | Financial metrics |
| FY2024 SIP | — | Annual bonus | $300,164 target | — | Operating metrics; no stated cap for SIP that year |
| PBRSUs | Jan 2, 2024 | Performance RSUs | 962,099 target | 3,300,000 | 7.5% threshold/150% max; TSR wrapper; vests Jan 2, 2027 |
| TBRSUs | Jan 2, 2024 | Time RSUs | 787,172 | 2,700,000 | 50% vests 2026; 50% vests 2027 |
| PBRSUs | Jan 6, 2023 | Performance RSUs | — | — | Vests Jan 6, 2026 |
Options: None outstanding for NEOs in FY2025 .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are tied to defined financial/operating metrics with audited payout calculations; long-term incentives now emphasize operating metrics with a relative TSR modifier (55th percentile for target) and a cap when absolute TSR is negative, which should tighten alignment with fundamentals in the transformation period .
- Retention and change-in-control: The April 1, 2025 amendment materially raises severance economics (24 months salary plus 2x target bonus and continued vesting for 24 months), increasing retention but also elevating potential termination costs; double-trigger CoC protection vests equity at target upon qualifying termination .
- Selling pressure and supply: Significant scheduled RSU vesting (e.g., Jan 2026/2027 cliffs) and the sizeable FY2025 vesting realized could create episodic supply as awards settle, though anti-pledging/hedging policies reduce alignment risks; no options outstanding .
- Governance risk: CEO is not Chair and the Board/committee leadership is independent with regular in-camera sessions; say-on-pay passed in 2025, and shareholder feedback drove plan redesign, modestly reducing governance overhang from dual roles and plan structure .
- Ownership and alignment: CEO ownership is <1% of shares outstanding with 4x-salary ownership guidelines (five-year window), anti-pledging policy, and clawback provisions in place; equity overhang is primarily RSUs/PBRSUs with disclosed vesting calendars, aiding visibility into future dilution and potential sell windows .
Implied target bonus % for FY2025 ≈100% (target $700,000 vs. salary $700,000), and FY2024 VIP ≈50% (target $300,164 vs. salary $600,328); FY2024 also included a separate SIP target of $300,164. Calculations derived from cited salary and target amounts **[1070235_0001070235-25-000109_bbry-20250512.htm:67]** **[1070235_0001070235-25-000109_bbry-20250512.htm:69]** **[1070235_0001070235-24-000066_bbry-20240513.htm:63]**.