Susan Gordon
About Susan Gordon
Independent director since September 2021; age 66 as of July 16, 2025. Former Principal Deputy Director of National Intelligence, with 27 years at CIA and senior leadership at NGA, bringing deep expertise in geospatial intelligence, cybersecurity, AI, and information operations; B.S. in Zoology (biomechanics) from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Director of National Intelligence (ODNI) | Principal Deputy Director of National Intelligence (highest-ranking career intelligence officer) | Not disclosed | Managed intelligence community operations; key advisor to the President and National Security Council |
| National Geospatial-Intelligence Agency (NGA) | Deputy Director | Not disclosed | Managed National System of Geospatial Intelligence |
| Central Intelligence Agency (CIA) | Senior executive roles across operations, analysis, science & technology, support | 27 years | Led establishment of In-Q-Tel; Director’s senior advisor on cyber issues |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CACI | Director | Current | Board service; technology and federal services domain |
| OneWeb Technologies | Director | Current | Board service |
| Freedom Consulting | Director | Current | Board service |
| Bridge Core Federal | Director | Current | Board service |
| The MITRE Corporation | Trustee | Current | Governance at major federal R&D center |
| National Intelligence University Foundation | Vice Chairperson | Current | Academic/governance leadership |
| National Security Space Association | Board of Advisors | Current | Space/security advisory |
| Microsoft Corporation | Consultant | Current | Technology consulting relationship |
| Avantus Federal | Director | 2020–2022 | Prior board role |
| SecurityScorecard | Director | 2022–2025 | Prior board role |
Board Governance
- Committee memberships: Nominating & Corporate Governance (member; chair is Dr. Magid Abraham) .
- Independence: Board determined Susan Gordon is independent under NYSE standards .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; all seven directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in periodic executive sessions; Chairman William Porteous presides .
- Board leadership: Independent Chairman; roles of chair and CEO separated .
Fixed Compensation
| Metric | 2024 Amount |
|---|---|
| Annual retainer (cash or stock election) ($) | $90,000 |
| Equity—Annual RSU grant (grant date fair value) ($) | $149,992 |
| Total 2024 director compensation ($) | $239,992 |
2024 retainer elected in stock:
| Quarter | Shares Granted | Grant Date | Vesting |
|---|---|---|---|
| Q1 2024 | 2,068 | 2024-03-31 | 100% vested on grant |
| Q2 2024 | 2,628 | 2024-06-30 | 100% vested on grant |
| Q3 2024 | 4,746 | 2024-09-30 | 100% vested on grant |
| Q4 2024 | 2,085 | 2024-12-31 | 100% vested on grant |
Key policy terms:
- Initial RSU award on joining board: $300,000 grant-date fair value; vests 1/3 annually over three years .
- Annual RSU award: $150,000 grant-date fair value; vests fully one year after grant or next annual meeting .
- No additional fees for committee service or chair roles; no per-meeting fees .
- Compensation cap: $500,000 per fiscal year for outside directors (first-year cap $800,000) .
Performance Compensation
| Award Type | Performance Metrics | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| RSUs (director equity) | None disclosed (time-based vesting) | Initial award: 1/3 annually over 3 years; Annual award: full vest at 1-year or next annual meeting | Full acceleration of outstanding director equity on change in control if serving through the date |
Other Directorships & Interlocks
| Company/Organization | Relationship to BKSY | Potential Interlock/Conflict Disclosure |
|---|---|---|
| CACI; OneWeb Technologies; Freedom Consulting; Bridge Core Federal; MITRE; NIU Foundation; NSSA; Microsoft (consultant) | External roles only | No related-person transactions disclosed involving Susan Gordon; policy governs review/approval of any such transactions |
Expertise & Qualifications
- Intelligence, geospatial, cybersecurity, AI, emerging/disruptive technologies, information operations; leadership across major U.S. intelligence agencies .
- Education: B.S. Duke University (Zoology/biomechanics) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of 2025-06-30) | 47,749 shares; less than 1% of outstanding |
| Outstanding stock awards (as of 2024-12-31) | 16,891 shares underlying RSUs |
| Hedging/Pledging | Prohibited by company policy (short sales, options/derivatives, hedging, pledging, margin accounts) |
Governance Assessment
- Strengths: Independent director with highly relevant geospatial and national security expertise; active committee member; strong attendance; elected to take 2024 retainer in stock (enhances ownership alignment); robust anti-hedging/pledging policy .
- Compensation structure: Simple, transparent, and predominantly equity-based (time-vested RSUs); no committee chair fees or meeting fees; compensation capped; full acceleration only upon change-of-control consistent with market practice .
- Watch items: Extensive external board and advisory roles (e.g., CACI, Microsoft consulting)—monitor for potential informational conflicts or future related-party transactions; company maintains formal related-party transaction policy with independent review .
- RED FLAGS: None disclosed specific to Susan Gordon—no late Section 16 filings noted for her; no pledging permitted; no director-specific related-party transactions disclosed .