Lisa Disbrow
About Lisa Disbrow
Independent director (age 62), serving since August 2019; Chair of BlackBerry’s Audit and Risk Management Committee since September 2021. Former Senate-confirmed Under Secretary and Acting Secretary of the U.S. Air Force, and its Senate-confirmed CFO (Assistant Secretary for Financial Management and Comptroller); retired from the Air Force as a colonel after 23 years. Education: BA (University of Virginia), MA (The George Washington University), MS (National War College, National Strategy). Current external roles include Chair of NobleReach Foundation; Senior Fellow at Johns Hopkins University Applied Physics Lab; Vice Chair of the National Defense Industrial Association.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Under Secretary; Acting Secretary; Assistant Secretary for Financial Management & Comptroller (CFO) | Retired 2008 after 23 years | Senior financial stewardship, defense governance, budget oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NobleReach Foundation | Chair | Current | Non-profit leadership |
| Johns Hopkins University Applied Physics Lab | Senior Fellow | Current | National security/technology expertise |
| National Defense Industrial Association | Vice Chair | Current | Defense industry association leadership |
| President’s Export Council | Member (recently served) | Recent | Federal advisory role |
| Sec. of Defense Reserve Forces Policy Board | Chair (recently served) | Recent | Reserve forces oversight |
| Congressional PPBE Reform Commission | Commissioner (recently served) | Recent | Federal budgeting reform |
| Mercury Systems, Inc. | Director | 2017–present | Public company board; no BB interlocks |
| CACI International Inc | Director | 2021–present | Public company board; no BB interlocks |
| Perspecta Inc | Director | 2018–2021 | Prior public company board |
| Avathon, Inc. | Director | Current | Public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director |
| Board service | Director since August 2019 |
| Committee assignments | Audit and Risk Management Committee (Chair since September 2021) |
| Attendance (FY2025) | Board 10/10; Audit 5/5; Overall 15/15 (100%) |
| Board interlocks | None disclosed for Disbrow |
| Governance context | After a 52.1% Say-on-Pay approval in 2024, Board split CNG into Compensation and Nomination & Governance committees (April 2025) and engaged Mercer to redesign LTI plans, emphasizing operating metrics and shareholder alignment |
Fixed Compensation
| Component | FY2025 Terms | Amount |
|---|---|---|
| Initial retainer (one-time, for new directors) | Payable in DSUs; not applicable to Disbrow in FY2025 | N/A |
| Annual Board retainer | CDN $270,000; 100% payable in DSUs | CDN $270,000 |
| Committee chair retainer | Audit & Risk Management Chair CDN $25,000; 100% payable in DSUs | CDN $25,000 |
| Board Chair add’l retainer | Not applicable to Disbrow | N/A |
| Meeting fees | None | $0 |
| Total fees earned (FY2025) | 100% in DSUs; includes chair retainer | $213,073 USD; includes $18,057 USD for Audit Chair retainer |
Directors receive no cash meeting fees; all director retainers (board and chair) are settled in DSUs and retained until board service ends.
Performance Compensation
- Non-officer directors do not receive performance-based pay (no options/PSUs; compensation is retainers paid in DSUs). No other compensation is payable beyond expense reimbursement.
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlock with BB |
|---|---|---|---|
| Mercury Systems, Inc. | Current | Director | None |
| CACI International Inc | Current | Director | None |
| Avathon, Inc | Current | Director | None |
| Perspecta Inc | Prior (2018–2021) | Director | None |
Expertise & Qualifications
- Skills matrix: Cybersecurity, Executive Leadership, Finance & Accounting, Government/Regulatory, Public Company Governance, Risk Management; Technology & Innovation.
- Designated audit/risk oversight: Audit & Risk Management Committee Chair since 2021.
- Education: BA (UVA), MA (GWU), MS (National War College, National Strategy).
- Defense and government finance leadership: Former USAF Under Secretary/Acting Secretary/CFO.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| DSUs credited (as of Feb 28, 2025) | 267,052 | Fully vested when granted; redeemable only after board service ends |
| Market value of DSUs (Feb 28, 2025 close $4.71) | $1,257,815 | Based on NYSE closing price |
| Value at Record Date (May 2, 2025 close $3.49) | $932,011 | Biography valuation uses Record Date price |
| Beneficial ownership (Record Date) | 267,052 “Right to Acquire” within 60 days; total 267,052 | <1% of shares outstanding |
| Ownership guidelines | 4× annual retainer for directors; Disbrow meets guidelines | Measured via DSUs/Common Shares; all non-officer directors except Bahash, Brace, O’Neill meet |
| Hedging/pledging | Prohibited; company not aware of any director engaging in hedging/pledging | Insider Trading Policy; anti-pledging/hedging |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) reporting | No delinquent Section 16(a) reports noted for Disbrow in FY2025; two late Form 4s related to Armstrong-Owen and former director Daniels |
Governance Assessment
- Board effectiveness: As Audit & Risk Chair with 100% attendance (15/15), Disbrow demonstrates strong engagement and oversight, including pre-approval policies for audit/non-audit services and structured audit governance.
- Alignment and independence: Compensation in DSUs (100% of retainers) and adherence to ownership guidelines support alignment; anti-hedging/pledging policy reduces misalignment risk.
- External commitments: Multiple defense-related roles and two public boards provide relevant expertise in cybersecurity/governance; no board interlocks or related-party transactions disclosed with BB, mitigating conflict risk.
- Shareholder signals: Low Say-on-Pay approval (52.1% in 2024) prompted governance actions—committee split and LTI redesign with rigorous operating metrics and rTSR wrapper—indicating responsiveness; continued monitoring of compensation alignment is prudent.
- Company performance context: FY2025 transformation (business unit separation, Cylance sale, cost optimization) and 69% share price increase provide backdrop for audit/risk oversight under Disbrow’s chairmanship.
RED FLAGS and Watch Items
- Prior low Say-on-Pay (2024, 52.1%)—Board addressed with structural and plan design changes; monitor outcomes and disclosure quality.
- Bandwidth risk from multiple external roles—mitigated by 100% attendance and no interlocks/related-party transactions; continue to track attendance and committee deliverables.
- Confirm ongoing compliance with anti-hedging/pledging; no shares pledged.
No indebtedness to the company, and no Item 404 related-party transactions involving directors/officers in FY2025 were disclosed.