Ayman Sayed
Donnelley Financial SolutionsAbout Ayman Sayed
Ayman Sayed (age 62) is the Chief Executive Officer and Director of BMC Software and joined Donnelley Financial Solutions (DFIN) as an independent director in 2025; he serves on DFIN’s Compensation Committee. He previously held senior roles at CA Technologies (President & Chief Product Officer) and Cisco, and holds a Bachelor of Science from Cairo University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CA Technologies | President & Chief Product Officer; helped lead $19B acquisition by Broadcom | 2015–2019 | Led product strategy through sale |
| Cisco Systems | Senior VP, Network OS Technology Group; leadership across networking software | 1999–2015 | Oversaw networking software portfolio |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| BMC Software | CEO & Director; led strategic split into BMC and BMC Helix | Private | Oct 2019–present |
| FD Technologies plc (First Derivatives) | Board Member | Public (UK) | Present |
| Elisity Security | Board Member (former), provided strategic guidance | Private | 2019–Feb 2024 |
Board Governance
- Committee assignments: Member, Compensation Committee (independent; 4 meetings in 2024; current members Greenfield–Chair, Ellis, Sayed).
- Independence and leadership: All non-employee directors are independent under NYSE rules; Board has split leadership with an independent Chair (Richard L. Crandall) and separate CEO; executive sessions held at each regular Board/committee meeting.
- Attendance: Board met 5 times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting; directors are expected to attend stockholder meetings. (Sayed joined in 2025.)
- Governance policies: Majority voting for directors; annual elections; stockholder special meeting right ≥25%; clawback policy; no poison pill; prohibition on hedging/pledging; annual Board and committee self-evaluations.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Pro‑rated appointment retainer (cash) | $43,315.07 | Granted at appointment in Mar 2025; pro‑rated portion of annual cash and equity retainer; payable in cash |
| Base cash retainer | $80,000 | Annual non‑employee director cash retainer (2024 program) |
| Committee chair cash retainers | $25,000 (Audit); $25,000 (Compensation); $20,000 (Corporate Responsibility & Governance) | Paid in addition to base cash retainer |
| Additional cash for service on >1 committee | $5,000 | Per extra committee service |
Performance Compensation
| Equity Component | Grant Value | Vesting/Terms |
|---|---|---|
| Annual RSU retainer | $175,000 | Vests at first anniversary; dividend equivalents deferred with interest; directors may elect deferral until board departure |
| Chairman additional RSU | $50,000 | For Board Chair only |
| Plan‑level guardrails | $500,000 cap on combined director cash+equity per calendar year; double‑trigger vesting on change‑of‑control; no tax gross‑ups; no repricing | Applies to non‑employee directors under Amended & Restated 2016 PIP |
Note: Director equity awards are time‑based RSUs; no performance metrics apply to director equity.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| BMC Software | CEO & Director | No related‑party transactions with DFIN disclosed at appointment under Item 404(a) |
| FD Technologies plc | Board Member | No DFIN interlock disclosed |
| Elisity Security (former) | Board Member | No DFIN interlock disclosed |
Expertise & Qualifications
- CEO/operator in enterprise software; led transformations, product innovation, and strategic separations (BMC/BMC Helix).
- Deep technology/product engineering background (Cisco, CA Technologies).
- M&A and large‑scale transaction experience (helped lead CA Technologies through $19B sale to Broadcom).
- International leadership experience and board governance exposure across public/private tech firms.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 17, 2025) | — (less than 1%) | No shares reported; directors <1% flagged with asterisk; table shows Sayed “—” |
| Director stock ownership guideline | Lesser of 6x annual cash retainer or 19,000 shares | Applies to all non‑employee directors; must meet within 5 years; progress required annually |
| Compliance status | In compliance | “Each director and nominee for director is currently in compliance” |
| Hedging/pledging | Prohibited | Company insider trading policy bans hedging/short sales and pledging/margin accounts |
Governance Assessment
- Strengths: Independent Compensation Committee with no interlocks, advised by an independent consultant (Meridian); fully independent key committees; robust clawback and insider trading policies; independent Board Chair; majority voting; strong shareholder rights.
- Shareholder alignment signals: High say‑on‑pay support (≈99.1% in 2024) suggests investor confidence in compensation governance.
- Attendance/engagement: Formal expectations to attend stockholder meetings; past Board attendance metrics indicate strong engagement.
- Conflicts monitoring: Sayed’s concurrent CEO role at BMC warrants routine monitoring for potential related‑party dealings; DFIN disclosed none at his appointment and affirmed no Item 404(a) transactions.
- Ownership alignment: While beneficial ownership shows “—” at record date for Sayed, DFIN states all directors/nominees comply with stock ownership requirements; continued tracking advisable as tenure progresses.
Compensation Committee Interlocks: No member of the Compensation Committee (including Sayed) is or has been an officer/employee of the Company; no interlocks or relationships requiring disclosure under Item 404; no executive officer interlocks with other entities’ compensation committees. **[1669811_0000950170-25-048882_dfin-20250331.htm:26]**