Tim Foote
About Tim Foote
Tim Foote is Chief Financial Officer of BlackBerry Limited, appointed effective July 29, 2024; he was 44 at appointment and previously served as CFO of the Cybersecurity division (from February 2024) and Vice President of Investor Relations (from July 2020). He joined BlackBerry in 2015 via its acquisition of Good Technology, holds an MBA from Imperial College Business School, and is a Chartered Accountant, with more than 20 years of senior finance experience . Fiscal 2025 company context: revenue of $535 million and net income of $(79) million; cumulative TSR value of $91.10 per $100 initial investment, reflecting a challenging operating and share-price environment during his initial tenure window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackBerry Limited | CFO, Cybersecurity division | Feb 2024–Jul 2024 | Division finance leadership during creation of two standalone divisions strategy . |
| BlackBerry Limited | Vice President, Investor Relations | Jul 2020–Jul 2024 | Led IR engagement; reported to executive team . |
| BlackBerry Limited | International finance operations (senior roles) | 2015–present | Managed international finance operations post-Good Technology acquisition . |
| Good Technology (acquired by BlackBerry) | Senior finance roles | Pre-2015 | Integration into BlackBerry via acquisition in 2015 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public external directorships or committee roles disclosed . |
Fixed Compensation
- Current employment terms: at-will CFO based in Irving, Texas; base salary $400,000; VIP target 75% of base salary; promotion equity award $800,000 split 50% TBRSUs and 50% PBRSUs .
- VIP target % increased from 60% pre-promotion to 75% at FY2025 year-end .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $265,000 | $274,669 | $379,452 |
| Bonus ($) | – | – | $150,000 (Cylance Sale recognition) |
| Non-Equity Incentive Plan Compensation ($) | $25,520 | $76,109 | $256,623 |
| All Other Compensation ($) | $13,503 | $28,121 (incl. $14,515 relocation + $13,606 retirement plan contributions) | $18,751 |
| Total ($) | $454,016 | $478,897 | $1,954,821 |
Performance Compensation
Annual Cash Incentive (VIP)
| Item | Value |
|---|---|
| Target % of base salary (FY2025 YE) | 75% |
| Weighted performance achieved vs. target | 96.74% |
| VIP payout (FY2025) | $256,623 |
Company VIP performance metrics and attainment (context for payout calculations):
| Performance Metric | Target/Definition | Actual/FY2025 | Achieved vs Target | VIP Multiple |
|---|---|---|---|---|
| Software and Services Revenue | Revenue vs target | $585M | 98% | 0.48 |
| Adjusted EBITDA Margin % | Margin vs target | 5.1% | 445% | 0.22 |
| IoT Revenue | Revenue vs target | $236M | 100% | 0.50 |
| IoT Controllable Contribution Margin | Contribution margin vs target | $103M | 116% | 0.22 |
| Corporate Operating Cash Flow | Cash flow vs target | $17M | 127% | 0.31 |
Note: S&S revenue and Adjusted EBITDA targets were normalized to exclude the accounting impact of the Cylance Sale per Board discretion .
Equity Incentives (Grants and Metrics)
| Grant Date | Type | Shares (#) | Grant Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Jan 2, 2025 | TBRSUs (promotion award) | 104,712 | $400,000 | — | 1/3 on Jan 2, 2026; 1/3 on Jan 2, 2027; 1/3 on Jan 2, 2028 |
| Jan 2, 2025 | PBRSUs (promotion award) | Target 104,712 (Thr. 7,853; Max 157,067) | $400,000 | 70% TSR vs S&P Software & Services Select Industry Index; 30% Adjusted EBITDA Margin % over 3 years | Cliff on Jan 2, 2028 (performance-based) |
| Apr 4, 2024 | TBRSUs (promotion award) | 60,763 | $174,997 | — | 1/3 on Apr 4, 2025; 1/3 on Apr 4, 2026; 1/3 on Apr 4, 2027 |
| Apr 4, 2024 | PBRSUs (promotion award) | Target 60,763 (Thr. 4,557; Max 91,144) | $174,997 | 70% TSR; 30% Adjusted EBITDA Margin % over 3 years | Cliff on Apr 4, 2027 (performance-based) |
PBRSU first-year attainment: a portion of Fiscal 2024 and Fiscal 2025 PBRSUs were earned based on reaching 150% of the first-year target for FY2025 adjusted EBITDA margin %; earned PBRSUs remain unvested until scheduled vest dates .
Stock Vesting Activity (FY2025)
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Tim Foote | 11,295 | $40,797 |
Equity Ownership & Alignment
- Beneficial ownership (Record Date): 31,120 direct shares; less than 1% of outstanding shares .
- Ownership guidelines: NEOs must maintain ≥2x base salary in company equity within five years; Foote is within the window and did not meet the guideline as of the Record Date .
- Anti-pledging/hedging: Company prohibits pledging and hedging; not aware of any current NEOs or directors engaging in such activities .
Outstanding unvested and unearned equity at FY2025 year-end (valued at NYSE close $4.71 on Feb 28, 2025):
| Grant Date | Unvested TBRSUs (#) | Market Value ($) | Unearned PBRSUs at Target (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Jan 2, 2025 | 120,418 | $567,169 | 94,241 | $443,875 |
| Apr 4, 2024 | 69,877 | $329,121 | 54,687 | $257,576 |
| Jan 2, 2024 | 11,905 | $56,073 | 13,119 | $61,790 |
| Jan 6, 2023 | 6,983 | $32,890 | — | — |
| Apr 1, 2022 | 7,283 | $34,303 | — | — |
Vesting schedules (as of Feb 28, 2025):
| Grant Date | Vesting Dates |
|---|---|
| Jan 2, 2025 | TBRSUs: 1/3 on Jan 2, 2026; 1/3 on Jan 2, 2027; 1/3 on Jan 2, 2028; PBRSUs: Jan 2, 2028 |
| Apr 4, 2024 | TBRSUs: 1/3 on Apr 4, 2025; 1/3 on Apr 4, 2026; 1/3 on Apr 4, 2027; PBRSUs: Apr 4, 2027 |
| Jan 2, 2024 | TBRSUs: 1/2 on Jan 2, 2026; 1/2 on Jan 2, 2027; PBRSUs: Jan 2, 2027 |
| Jan 6, 2023 | TBRSUs/PBRSUs: Jan 6, 2026 |
| Apr 1, 2022 | TBRSUs/PBRSUs: Apr 1, 2025 |
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Role | Appointed CFO effective July 29, 2024 . |
| Employment Agreement | Effective July 26, 2024; at-will; Delaware law; no tax gross-up; base location Irving, TX . |
| Base Salary | $400,000 . |
| Annual Bonus Target | 75% of base salary (VIP); pre-promotion 60% . |
| Promotion Equity Award | RSUs totaling $800,000: TBRSUs $400,000; PBRSUs $400,000 . |
| PBRSU Metrics | 70% TSR vs S&P Software & Services Select Industry Index; 30% Adjusted EBITDA Margin %, each measured over three years . |
| Severance (No CoC) | If terminated without cause or for good reason: base salary continues for 24 months; benefits continue; equity continues to vest for 24 months (Foote); prorated VIP for year of termination . |
| Good Reason | Material detrimental role change; ≥10% base salary reduction (outside broad exec reductions); failure to continue comparable incentive participation; material breach not cured; etc. . |
| Change of Control (Double Trigger) | If terminated without cause or for good reason during negotiations or within 24 months after CoC: lump sum equal to 2x base salary; 2x base salary × VIP target %; 24 months benefits; immediate vesting of outstanding equity at target; vested options exercisable per plan . |
| Modeled Entitlements (Triggered at FY2025 end) | No CoC: Base $800,000; Bonus $256,623; Benefits $39,999; LTI $704,649; Total $1,801,271 • CoC: Base $800,000; Bonus $600,000; Benefits $39,999; LTI $1,782,796; Total $3,222,796 . |
| Clawback | Reimbursement of incentive/equity comp for restatements or misconduct per policy . |
Performance & Track Record
- Cylance Sale recognition: Foote received a $150,000 discretionary bonus for contributions to the successful completion of the Cylance Sale in FY2025 .
- Company TSR, Net Income, and Revenue context: FY2025 TSR value $91.10 per $100 initial investment, Net Income $(79) million, Revenue $535 million .
- VIP payout reflects 96.74% weighted performance factor, translating to a $256,623 award for FY2025 .
Compensation Structure Analysis
- Mix shift and alignment: Promotion awards in April 2024 and January 2025 increased equity-based compensation with balanced TBRSU (time-based) and PBRSU (performance-based) components tied to multi-year TSR and EBITDA margin, aligning with shareholder outcomes .
- Discretionary recognition: $150,000 bonus tied to Cylance Sale; Committee used discretion to normalize VIP metrics for S&S revenue and EBITDA margin due to transaction impacts, indicating governance oversight of pay-for-performance alignment .
- Ownership guidelines: NEOs targeted at ≥2x salary equity ownership; Foote did not meet guideline yet but is within five-year compliance window; policy requires at least 50% of after-tax shares from award settlements to be held until compliant .
Equity Ownership & Alignment (Detailed)
| Item | Detail |
|---|---|
| Beneficial Ownership | 31,120 direct shares; <1% of outstanding shares . |
| RSU Vested (FY2025) | 11,295 shares; $40,797 realized . |
| Anti-Pledging/Hedging | Prohibited; company not aware of any hedging/pledging by current NEOs . |
| Ownership Guidelines | ≥2x salary; Foote not yet compliant as of Record Date; 5-year attainment window . |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none known among NEOs—reduces alignment risk concerns .
- Tax gross-ups: Not provided under employment agreement—shareholder-friendly .
- Governance and controls: Clawback policy in place for restatements/misconduct; payout calculations audited and reviewed by CNG Committee; independent advisor Mercer engaged for benchmarking .
- Section 16 compliance: Two late Form 4 filings noted in FY2025 for others; no disclosure of deficiencies for Foote .
Compensation & Incentives (Granular)
| Component | Detail |
|---|---|
| Base Salary | $400,000 (agreement); FY2025 actual salary earned $379,452 . |
| Target Bonus % | 75% post-promotion (60% pre-promotion) . |
| VIP Payout (FY2025) | $256,623; Weighted performance 96.74% . |
| Discretionary Bonus | $150,000 for Cylance Sale . |
| TBRSU Awards | Jan 2, 2025: 104,712; Apr 4, 2024: 60,763; standard 3-year ratable vest . |
| PBRSU Awards | Jan 2, 2025: Target 104,712; Apr 4, 2024: Target 60,763; TSR (70%) and EBITDA margin (30%) metrics over 3 years; first-year EBITDA component earned at 150% of target portion . |
| Severance (No CoC) | Modeled total $1,801,271 at FY2025 end; equity continues to vest for 24 months . |
| CoC (Double Trigger) | Modeled total $3,222,796; equity immediately vest at target . |
| Clawback | Applies to incentive/equity for restatement/misconduct . |
Investment Implications
- Alignment and performance linkage: Foote’s incentives are heavily equity-based with multi-year TSR and EBITDA margin metrics; FY2025 VIP paid at 96.74% amid normalized metrics for the Cylance transaction, suggesting disciplined pay-for-performance oversight .
- Retention and selling pressure: Significant unvested TBRSU/PBRSU tranches with scheduled vests in 2025–2028 may create periodic Form 4 activity; upcoming vest dates include Apr 4, 2026/2027 and Jan 2, 2026/2027/2028, with sizable share counts (e.g., 104,712 TBRSUs granted in Jan 2025) .
- Ownership stance and risk: Direct ownership of 31,120 shares and a five-year path to meet 2x salary ownership guidelines; anti-hedging/pledging policy lowers alignment risk; no tax gross-ups improve shareholder posture .
- Change-of-control economics: Double-trigger CoC package with 2x base salary and accelerated vesting at target could increase near-term payout risk in a transaction scenario; modeled CoC total $3.22 million at FY2025 year-end .
- Execution track record: Discretionary bonus tied to the Cylance Sale and prior finance leadership roles indicate operational contribution; broader FY2025 context includes negative net income and depressed TSR, underscoring the importance of Foote’s role in cost discipline and investor communications as BlackBerry advances its two-division strategy .