Phil Kurtz
About Phil Kurtz
Phil Kurtz is BlackBerry’s Chief Legal Officer and Corporate Secretary, with an employment agreement originally dated June 27, 2022 and amended on September 6, 2024; he also serves as the company’s Chief Risk Officer and, in late 2024, assumed leadership of the Licensing division and the corporate security function, increasing his operational remit beyond legal and governance . During fiscal 2025, BlackBerry executed a major portfolio reshaping: separated its businesses into Secure Communications and QNX (IoT), sold Cylance for net cash proceeds of $120 million, reduced annual opex run-rate by >$150 million, returned operating cash flow to positive (Q3) with a $57 million YoY improvement in Q4, ended with ~$410 million in cash and investments, and saw its share price rise 69% over the year—key performance landmarks that informed executive incentives and payouts for Kurtz and peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackBerry Limited | Chief Legal Officer & Corporate Secretary | 2022–present | Oversight of legal, corporate governance, and corporate secretary functions; designated Chief Risk Officer supporting enterprise risk oversight . |
| BlackBerry Limited | Added responsibilities: Licensing division lead; Corporate Security | Effective Dec 17, 2024 | Broadened scope beyond legal to revenue-generating Licensing and enterprise security; rationale for salary alignment to market and peers . |
Fixed Compensation
| Fiscal Year (end Feb) | Base Salary (USD) | Target Bonus % (VIP) | Discretionary Bonus (USD) | VIP (Non-Equity Incentive) (USD) | Equity Awards Grant-Date Fair Value (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|---|---|---|
| 2023 | 306,231 | N/A | – | 39,598 | 1,032,027 | 13,940 | 1,391,796 |
| 2024 | 326,951 | 75% | 200,000 | 132,931 | 395,623 | 11,444 | 1,066,950 |
| 2025 | 331,753 | 75% | 148,876 | 250,966 | – | 12,673 | 744,268 |
- Notes:
- VIP target for Kurtz remained 75% of base salary in fiscal 2025; no VIP target increase in the year .
- Salary increase effective Dec 17, 2024 (+20.02%) reflected expanded responsibilities (Licensing and corporate security) and market alignment .
- Fiscal 2025 annual equity awards were deferred to fiscal Q1’26 as part of a long-term incentive plan redesign; thus, no regular annual LTI grant in fiscal 2025 .
Performance Compensation
Annual Bonus (VIP) Design and Outcomes – Fiscal 2025
| Metric | Weight | Target | Performance Achieved | VIP Multiple Achieved |
|---|---|---|---|---|
| Software & Services Revenue | 50% | $595 million | $585 million (98% of target) | 0.48 |
| Adjusted EBITDA Margin % | 20% | 1.1% | 5.1% (445% of target; normalized for Cylance sale) | 0.22 |
| Corporate Operating Cash Flow | 30% | $13 million | $17 million (127% of target) | 0.31 |
| Payout Result | Weighted Performance Achieved vs Target | VIP Amount (USD) |
|---|---|---|
| Phil Kurtz (CLO) | 100.86% | $250,966 |
- Metric framework and weights applied to Kurtz (corporate executive) rather than division-specific metrics; IoT-specific metrics were applied only to the IoT division head .
- Board normalized certain metrics for the late-quarter Cylance divestiture to neutralize transaction effects on VIP attainment .
Long-Term Incentive (LTI) Design
- Fiscal 2025 “gap year” for regular annual grants; in April 2025 (fiscal Q1’26), new LTI design approved: for non-CEO NEOs, 50% PBRSUs and 50% TBRSUs; TBRSUs vest in equal quarterly installments over three years; PBRSUs cliff-vest at three years based on quantified operating metrics and rTSR vs the S&P Software & Services Select Industry Index .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: May 2, 2025)
| Holder | Direct | Indirect | Right to Acquire within 60 days | Total | % of Class |
|---|---|---|---|---|---|
| Phil Kurtz | 38,938 | – | 34,782 | 73,720 | <1% |
- Share ownership guidelines: 2x base salary for NEOs (unvested equity counts; 5-year compliance window). Kurtz had been subject to the guideline for less than five years and was not yet in compliance as of the Record Date; required to hold at least 50% of after-tax shares from award settlements until compliant .
- Anti-pledging/anti-hedging: Company policy prohibits officers from pledging or hedging Company securities; the Company is not aware of any current NEOs or directors engaging in hedging or pledging .
- Options: None of the NEOs, including Kurtz, held options during fiscal 2025 .
Outstanding and Earned Equity Awards (as of Feb 28, 2025; valued at $4.71 NYSE close)
| Grant Date | Instrument | Unvested/Earned Units (#) | Market/Payout Value (USD) | Vesting Schedule (Outstanding) |
|---|---|---|---|---|
| Jan 2, 2024 | TBRSUs | 47,617 | $224,276 | TBRSUs vest 1/2 on Jan 2, 2026 and 1/2 on Jan 2, 2027 . |
| Jan 2, 2024 | PBRSUs (unearned at target) | 52,479 | $247,176 | PBRSUs vest Jan 2, 2027 (performance-based) . |
| Sep 28, 2022 | RSUs/PBRSUs | 78,824 (earned portion) | $371,261 | RSUs and PBRSUs vest Sep 28, 2025 . |
| Jun 24, 2022 | TBRSUs | 34,782 | $163,823 | TBRSUs vest Jun 24, 2025 . |
- PBRSU attainment history: Fiscal 2023-cycle PBRSUs (including Kurtz’s Sept 28, 2022 grant) earned at 65% of target; portions of fiscal 2024 PBRSUs (Jan 2, 2024) earned at 150% of first-year adjusted EBITDA margin; earned PBRSUs appear in “not vested” counts until vest dates .
- FY2025 vesting and realized value: Kurtz had 48,783 shares vest in fiscal 2025 with $150,696 in value realized; note this is vesting, not necessarily open-market sales .
Employment Terms
Contract and Key Provisions
- Employment agreement: June 27, 2022; amended September 6, 2024 (including change-of-control and “Good Reason” definitions tailored to business-unit transactions) .
- “Good Reason” includes, among others, material/detrimental alteration of position or responsibilities; and for Kurtz, relocation of principal office >50 miles from the contract location (with specified limitations) .
- Clawback policy: Company will recoup incentive/equity-based compensation tied to the most recent three fiscal years upon a material financial restatement to the extent of excess pay, and in certain misconduct cases for the prior year; no recoupment occurred in fiscal 2025 .
- Anti-pledging/hedging: Hedging and pledging prohibited .
- Tax gross-ups: The Company does not provide tax gross-ups .
Severance and Change-of-Control Economics (If Triggered as of Feb 28, 2025)
| Scenario | Base Salary (USD) | Bonus (USD) | Benefits (USD) | LTI Awards (USD) | Total (USD) |
|---|---|---|---|---|---|
| Termination without Cause or Good Reason (non-CoC) | 765,278 | 250,966 | 14,290 | 1,006,536 | 2,037,070 |
| Termination during CoC negotiations or within 24 months post-CoC | 765,278 | 573,959 | 14,290 | 1,006,536 | 2,360,063 |
- Non-CoC termination: Equity awards continue to vest for 24 months post-termination for Kurtz (no acceleration) .
- CoC terms: Double-trigger; lump sum equal to 2x base salary and 2x base salary times then-current VIP target percentage; all outstanding equity immediately vests at target (options exercisable per plan) .
- CoC definition was amended to include transactions at the business-unit level (Cybersecurity or IoT/QNX), addressing divestiture scenarios that affect executive protections .
Investment Implications
- Pay-for-performance alignment: Kurtz’s annual cash incentive is tied to corporate revenue, adjusted EBITDA margin, and operating cash flow; fiscal 2025 results yielded a near-target payout (100.86%), reflecting strong cash flow execution despite revenue normalization for the Cylance sale . LTI for non-CEO NEOs shifts to 50% PBRSUs/50% TBRSUs with quarterly TBRSU vesting and PBRSU rTSR and operating metrics, increasing alignment with durable value creation and relative market performance .
- Vesting cadence and potential selling pressure: As of year-end fiscal 2025, Kurtz had meaningful unvested and earned-but-unsettled RSUs with vest dates clustered in mid-2025 (June 24), late-2025 (Sept 28), and into 2026–2027 (Jan 2 tranches); TBRSU quarterly vesting from fiscal 2026 awards will further regularize equity settlement windows. While hedging/pledging is prohibited, vest-related tax withholding or liquidity needs may create episodic supply around scheduled vest dates .
- Ownership and retention: Kurtz has 73,720 total beneficially owned/rights-to-acquire shares (<1% of shares outstanding) and is still within the five-year window to meet the 2x salary ownership guideline; the hold-until-compliant policy enhances ongoing alignment and can temper net disposals from vesting .
- Governance and risk: Strong clawback policy, no tax gross-ups, independent compensation oversight, and an anti-hedging/pledging regime reduce governance red flags. Change-of-control protections are moderate (2x cash, double trigger, target-level equity vest), balancing retention against shareholder dilution risk—particularly relevant given business-unit deal optionality .