Lisa Bahash
About Lisa Bahash
Lisa Bahash, 58, is an independent director of BlackBerry Limited, appointed on September 26, 2024, and currently serves as Chair of the Compensation Committee (since April 2025) . She holds a Master of Engineering Management from Wayne State University and a B.S. in Mechanical Engineering from the University of Michigan; she has 30+ years of leadership in automotive OEMs, Tier 1 suppliers, and aftermarket, and was named to Automotive News’ Top 100 Leading Women in the North American Auto Industry in 2015 .
Past Roles
| Organization | Role | Tenure | Impact/Notes |
|---|---|---|---|
| Jabil Inc. | SVP, Automotive & Transportation | Not disclosed | Led connectivity, electrification and ADAS growth focus |
| Johnson Controls (Power Solutions) | Group VP & GM | Not disclosed | Led OEM and technology strategies incl. advanced energy storage & lithium-ion |
| Ride Control, LLC (Gabriel) | President & CEO | Not disclosed | Accelerated growth and completed successful sale of the business |
| Ford Motor Company | Various positions | ~10 years (not date-specific) | Early career roles across functions |
| Architect Equity LLC | Principal & Operating Partner | Most recent prior role | Mid-market acquisitions/operations focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syrah Resources Ltd. (ASX: SYR) | Director; Chair of Remuneration, Nomination & Governance; Sustainability Committee member | 2018–current | Chairs compensation/governance; sustainability oversight |
| Mattr Corp (TSX: MATR; formerly Shawcor Ltd.) | Director (former) | 2020–2021 | Board service concluded in 2021 |
Board Governance
- Committee assignments: Chair of the Compensation Committee; the committee consists of Lisa Bahash (Chair) and Richard Lynch; both are independent; meets at least quarterly with and without management .
- Committee separation: In April 2025, the former Compensation, Nomination and Governance (CNG) Committee was divided into separate Compensation and Nomination & Governance committees; Bahash became Compensation Chair, and Philip Brace became Nomination & Governance Chair .
- Independence & attendance: Independent director; attended 5/5 Board meetings in Fiscal 2025 (100%) following her September 26, 2024 appointment .
- Shareholder votes: In 2025, Say-on-Pay received 230,947,782 For, 54,745,245 Against, 1,037,037 Abstain (approval), reflecting improvement versus 2024’s 52.1% approval .
- Related-party/404(a): No transactions with BlackBerry reportable under Item 404(a); selection not pursuant to any arrangement or understanding .
Fixed Compensation
Director fees are delivered 100% in DSUs (no cash fees; expenses reimbursed). Retainers are in Canadian dollars.
| Component | Fiscal 2025 Amount (CDN) | Notes |
|---|---|---|
| Initial Board Retainer | $150,000 | Payable in DSUs; retained until departure |
| Annual Board Retainer | $270,000 | 100% DSUs; quarterly credits |
| Compensation Committee Chair Retainer | $20,000 | 100% DSUs |
| Audit & Risk Committee Chair Retainer | $25,000 | 100% DSUs |
| Nomination & Governance Chair Retainer | $15,000 | 100% DSUs |
| Board Chair Additional Retainer | $75,000 | Not applicable to Bahash |
Lisa Bahash’s total fees earned (100% DSUs; pro-rated for 2025 plus initial retainer): $192,457 (USD), converted using $1.00=CDN$1.3845 .
Performance Compensation
Directors do not receive options, PSUs, or cash bonuses; their compensation is DSU-only . As Compensation Committee Chair, Bahash oversees executive incentive design and metrics:
VIP annual cash incentive metrics and targets (Fiscal 2025):
| Metric | Weight | Target |
|---|---|---|
| Software & Services Revenue | 50% | $595 million |
| Adjusted EBITDA Margin % | 20% | 1.1% |
| Corporate Operating Cash Flow | 30% | $13 million |
VIP performance results (Fiscal 2025):
| Metric | Performance | Achieved vs Target | VIP Multiple |
|---|---|---|---|
| Software & Services Revenue | $585 million | 98% | 0.48 |
| Adjusted EBITDA Margin % | 5.1% | 445% | 0.22 |
| IoT Revenue (Eriksson) | $236 million | 100% | 0.50 |
| IoT Controllable Contribution Margin (Eriksson) | $103 million | 116% | 0.22 |
| Corporate Operating Cash Flow | $17 million | 127% | 0.31 |
Board normalized revenue/EBITDA attainment for Cylance sale effects per footnote .
Fiscal 2026 long-term equity design (PBRSUs & TBRSUs) approved by the Committee and Board:
- NEO awards mix: CEO 60% PBRSUs / 40% TBRSUs; other NEOs 50%/50% .
- TBRSUs vest quarterly over three years; PBRSUs vest at year 3 based on operating metrics and rTSR .
Operating metrics and weightings (PBRSUs):
| Metric | Weight |
|---|---|
| QNX Revenue Growth % | 35% |
| Secure Comms & Licensing Revenue Growth % | 15% |
| Adjusted EBITDA Margin % | 50% |
Operating payout table (per one-year period):
| Metric | Threshold Perf | Target Perf | Max Perf | Threshold Payout | Target Payout | Max Payout |
|---|---|---|---|---|---|---|
| QNX Rev Growth % | 80% | 100% | 125% | 17.5% | 35% | 61.25% |
| SecComms & Licensing Rev Growth % | 80% | 100% | 125% | 7.5% | 15% | 26.25% |
| Adjusted EBITDA Margin % | 80% | 100% | 125% | 25% | 50% | 87.4% |
| Total PBRSU Payout on Operating Metrics | — | — | — | 50% | 100% | 175% |
rTSR “wrapper” (3-year):
| rTSR Percentile vs S&P Software & Services Select Industry Index | Threshold | Target | Maximum |
|---|---|---|---|
| Percentile & Multiplier | 25% / 0.5 | 55% / 1.0 | 85% / 1.1429 |
| Total PBRSU Payout after rTSR | 25% | 100% | 200% |
If absolute TSR is negative, multiplier capped at 1.0 even if above 55th percentile .
Other Directorships & Interlocks
| Company | Current/Past | Interlocks |
|---|---|---|
| Syrah Resources Ltd. | Current | None |
| Mattr Corp | Past (2020–2021) | None |
Expertise & Qualifications
- Automotive sector expertise across OEM, Tier 1, aftermarket; senior operating roles at Jabil, Johnson Controls, Gabriel, and Ford .
- Governance and compensation expertise; chairs Syrah’s Remuneration, Nomination & Governance Committee and BlackBerry’s Compensation Committee .
- Education: MEngMgmt (Wayne State); BSME (University of Michigan) .
- Recognition: Automotive News Top 100 Leading Women (2015) .
Equity Ownership
- Initial SEC Form 3 upon appointment indicated no securities beneficially owned at that time .
- DSUs held and valuation snapshots:
| Date Reference | DSUs Credited | Valuation Basis | Market Value |
|---|---|---|---|
| Record Date (May 2, 2025) | 63,692 | $3.49 NYSE close on Record Date | $222,285 |
| Fiscal Year-End (Feb 28, 2025) | 63,962 | $4.71 NYSE close on Feb 28, 2025 | $301,261 |
- Director share ownership guideline: 4x annual retainer within five years; guideline met by all non-officer directors except newer directors (Bahash, Brace, O’Neill) who joined within last two years .
- Hedging/pledging of equity is not permitted by the Company .
Governance Assessment
- Strengths: Independent status; 100% Board attendance; DSU-only director pay aligns interests; robust ownership guidelines; clawback policy; no single-trigger change-of-control; improved Say-on-Pay in 2025; active shareholder engagement and compensation redesign under her committee leadership .
- Conflicts/related parties: No related-party transactions; no interlocks; indemnification standard for non-employee directors .
- Compensation oversight signals: Shift to operating-metric-heavy PBRSUs with rTSR modifier; quarterly vesting TBRSUs; shareholder-informed weighting favoring QNX growth and operating metrics over market metrics—supportive of shareholder alignment .
- Risk indicators: None identified related to legal proceedings, pledging/hedging, or option repricing; director compensation delivered solely via DSUs; expenses reimbursed only .