Carla A. Moradi
About Carla A. Moradi
Carla A. Moradi, age 60, has served on BBSI’s Board since 2021 and is an independent director per Nasdaq rules. She is Chair of the Risk Management Committee and a member of the Audit and Compliance Committee, bringing deep enterprise technology, cybersecurity oversight, insurance brokerage operations, and data-risk expertise from senior roles at Anaplan, HUB International, and Walgreens Boots Alliance. She holds an MBA in Finance and an MPH from Tulane University, a BA from Knox College, and a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon/NACD. The Board reported strong attendance overall in 2024 (≥93%), with independent directors meeting at least twice annually in executive session and a separated Chairman/CEO structure supporting independent oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaplan Inc. (enterprise SaaS) | SVP, Global Partner & Alliances Organization | Sep 2020 – Sep 2023 | Led partner ecosystem; enterprise technology and go-to-market linkage to planning platforms |
| HUB International Limited (insurance brokerage) | EVP, Operations & Technology | Beginning in 2015 | Insurance brokerage operations, technology, data/process risk; insurance industry domain expertise |
| Walgreens Boots Alliance Inc. | Group VP & CIO | Prior to 2015 (dates not specified) | Large-scale IT leadership for healthcare/retail; cyber and data governance experience |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Patriot Growth Insurance Services, LLC | Director | Private | Patriot Growth owns multiple insurance brokerages; some are or have been BBSI referral partners |
| American Residential Services (ARS) | Director | Private | Residential HVAC/plumbing company |
| Lightedge Solutions, Inc. | Director | Private | Hybrid IT infrastructure provider (colo/private/public clouds) |
| YMCA of the USA National Board | Executive Committee (prior) | Non-profit | Term ended March 2024 |
Board Governance
- Independence: The Board determined Moradi is independent under Nasdaq Rule 5605(a)(2). Patriot Growth’s referral partner ties were considered; independence maintained.
- Committee assignments:
- Risk Management Committee: Chair; oversight of ERM framework, investment guidelines, insurance/risk programs, technology and cybersecurity risks; held 4 meetings in 2024.
- Audit & Compliance Committee: Member; financial reporting/internal controls, auditor oversight, related-party transaction approvals; held 5 meetings in 2024.
- Board effectiveness signals: Separated Chair/CEO; executive sessions by outside directors ≥2 per year; strong attendance (each director ≥93%) across 7 board meetings in 2024.
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 7 | 7 |
| Committee meetings – Audit | 6 | 5 |
| Committee meetings – Risk | 4 | 4 |
| Director attendance threshold | ≥85% | ≥93% |
| Executive sessions frequency | ≥2 per year (outside directors) | ≥2 per year (outside directors) |
Fixed Compensation
- Structure: Outside director annual cash retainer; committee chair/member retainers. 2024 retainers—Outside director: $65,000; Chair/member retainers: Audit ($15,000/$7,500), Compensation ($10,000/$5,000), Risk ($10,000/$5,000), Nominating ($10,000/$5,000). Chairman of the Board cash retainer: $155,000.
- Moradi 2023–2024 cash fees and equity grants:
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $82,500 | $82,500 |
| Stock Awards (USD, grant-date FV) | $99,931 | $99,978 |
| Total Director Compensation (USD) | $182,431 | $182,478 |
- Notes: 2024 stock award reflects a grant of 3,064 RSUs at $32.63 per share on 7/1/2024, vesting 7/1/2025; at 12/31/2024 each outside director held 3,064 RSUs; no perquisites >$10,000 for outside directors.
Performance Compensation
- BBSI director equity is time-based RSUs (no disclosed performance metrics for outside directors). Annual RSU grants vest in full or installments per program terms; 2024 outside director RSUs vest one year from grant.
| Equity Award Details | 2023 | 2024 |
|---|---|---|
| RSUs granted (shares) | 1,146 (grant 7/1/2023) | 3,064 (grant 7/1/2024) |
| Grant-date share price (USD) | $87.20 | $32.63 |
| Grant-date fair value (USD) | $99,931 | $99,978 |
| Vesting | 7/1/2024 (one-year cliff) | 7/1/2025 (one-year cliff) |
Other Directorships & Interlocks
- Potential interlock risk: Patriot Growth’s brokerages have been or are referral partners to BBSI, reviewed in independence assessment (no independence impairment). Audit Committee oversees related-person transactions.
- No current public company directorships disclosed (external boards noted as privately held).
Expertise & Qualifications
- Insurance brokerage operations and technology (HUB International); enterprise SaaS partnerships (Anaplan); CIO-level experience in healthcare/retail (Walgreens Boots Alliance).
- Cybersecurity oversight credential (CERT Certificate, CMU/NACD).
- Education: MBA (Finance) and MPH (Tulane); BA (Knox College).
Equity Ownership
| Metric | As of Apr 8, 2024 | As of Apr 7, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,806 | 15,768 |
| Percent of outstanding | <1% | <1% |
| Unvested director RSUs | 1,146 (vest 7/1/2024) | 3,064 (vest 7/1/2025) |
| Shares pledged as collateral | None disclosed for Moradi | None; no director or officer pledges as of proxy date |
- Stock ownership guidelines: Non-employee directors expected to hold ≥3x annual cash retainer (effective $70,000 from 1/1/2025) within 3 years; all non-employee directors met or are on track. Anti-hedging policy prohibits hedging; insider trading policy prohibits margin/pledging without advance approval—no pledges outstanding.
Governance Assessment
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Strengths:
- Chair of Risk Management with technology/cyber and insurance operations expertise—aligned to BBSI’s risk profile in workers’ comp, benefits, and IT risk.
- Independent; on Audit & Compliance Committee with clear mandate over related-party reviews and financial controls.
- Attendance and engagement signals positive (Board/committee meetings and executive sessions cadence).
- Ownership alignment through recurring RSU grants and stock ownership guidelines; no hedging or pledging.
-
Potential conflicts:
- Patriot Growth referral partner ties create perceived interlock risk; mitigated via Audit Committee oversight and independence determination.
-
Compensation mix and investor alignment:
- Director equity slightly exceeds cash (2024: $99,978 vs $82,500), supporting alignment; year-over-year equity grant fair value largely stable.
-
Investor confidence signals:
- Say-on-pay support high (2024: >93%; 2023: >87%), indicating broader investor approval of compensation framework and governance.
-
RED FLAGS:
- None specific to Moradi disclosed (no related-party transactions with her, no hedging/pledging, no Section 16 delinquencies noted for her). Audit Committee processes and policies in place for conflicts and clawbacks.
Overall, Moradi’s committee leadership in risk, cross-industry IT/security background, independence, and equity alignment are supportive of board effectiveness; the Patriot Growth referral linkage warrants continued monitoring but is currently mitigated by formal oversight and independence determinations.