Aaron Clark
About Aaron Clark
Aaron Clark, age 43, has served as an independent director of CS Disco, Inc. (ticker: LAW) since August 2016. He is a Managing Director at The Stephens Group, LLC (since its founding in 2006), and previously served on the board of Bear State Financial, Inc. (2011–2018). He holds a B.S. in finance from the University of Arkansas at Fayetteville. The board has affirmatively determined that Mr. Clark is independent under NYSE listing standards; he is a Class II director with a term expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Stephens Group, LLC | Managing Director | 2006–present | Investment leadership; oversees various portfolio company boards |
| Bear State Financial, Inc. | Director | 2011–2018 | Board service until company’s acquisition in 2018 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Stephens Group portfolio companies | Director | Current | Serves on boards of various Stephens Group portfolio companies (not individually listed) |
Board Governance
- Independence: Board determined Mr. Clark is independent under NYSE rules.
- Board class/tenure: Class II; term ends at the 2026 annual meeting (director since Aug 2016).
- Committee assignments (2024/2025): Member – Nominating & Corporate Governance; not on Audit or Compensation.
- Attendance: In 2024 the board met 9 times, and each director attended ≥75% of aggregate board and committee meetings on which they served; committees met as follows: Audit (8), Compensation (5), Nominating & Corporate Governance (4).
- Leadership/independent sessions: Independent chair (Scott Hill) presides; independent directors meet in executive sessions without management.
| Committee | Member? | Chair? | Source |
|---|---|---|---|
| Audit | No | No | |
| Compensation | No | No | |
| Nominating & Corporate Governance | Yes | No |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees earned or paid in cash ($) | — | No cash fees paid to Mr. Clark in 2024 due to policy exclusion for certain fund‑affiliated directors until the 2026 annual meeting |
| 2024 Director stock awards ($) | — | No RSU awards granted to Mr. Clark in 2024 (policy exclusion) |
Policy context for non‑employee directors (amended April 2024):
- General annual cash retainer: $35,000; Independent chair: +$42,500
- Committee retainers (member): Audit $10,000; Compensation $6,000; Nominating & Governance $4,000
- Committee chair retainers: Audit $20,000; Compensation $12,000; Nominating & Governance $8,000
- Initial RSU on appointment: $300,000 grant date fair value; vests quarterly over 12 quarters
- Annual refresher RSU at each annual meeting: $150,000; vests in 4 quarterly installments
- Until the 2026 annual meeting, fund‑affiliated directors serving as of policy effective date are ineligible for cash retainers and refresher RSUs (applies to Mr. Clark).
Performance Compensation
| Component | Design | Status for Mr. Clark |
|---|---|---|
| Performance-based director pay | Not used; director compensation consists of cash retainers and time-based RSUs (where eligible) | Not applicable; Mr. Clark received no director fees/RSUs in 2024 per policy |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Relevance |
|---|---|---|---|---|
| Bear State Financial, Inc. | Public (acquired 2018) | Director | 2011–2018 | Prior public company board experience |
| SG‑Disco, LLC / The Stephens Group, LLC | Significant shareholder | The Stephens Group is sole manager of SG‑Disco, LLC (12.8% owner) | Current | Mr. Clark is a Managing Director of Stephens Group; potential influence/interlock consideration |
- Other significant holders with board representation: Bessemer Venture Partners (director Robert P. Goodman) and LiveOak Venture Partners (director Krishna Srinivasan).
Expertise & Qualifications
- Finance/Investments: Managing Director at The Stephens Group since 2006; extensive experience with technology companies.
- Board experience: Service on various portfolio company boards; prior public company board (Bear State Financial).
- Education: B.S., Finance, University of Arkansas at Fayetteville.
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 141,371 |
| Ownership as % of outstanding | <1% (footnoted as “less than one percent”) |
| RSUs outstanding (as of 12/31/2024) | 0 (no RSUs reported for Mr. Clark) |
| Pledged shares | None disclosed; company policy prohibits pledging and hedging of company stock |
| Director ownership guidelines | Compensation committee oversees compliance with any applicable director ownership guidelines; numeric thresholds not disclosed |
Governance Assessment
- Independence and attendance: The board determined Mr. Clark is independent; he met the ≥75% attendance threshold in 2024, supporting baseline governance effectiveness.
- Committee role: Serves on Nominating & Corporate Governance, which oversees board composition, conflicts, and governance policies—a role aligning with his long tenure and investment background.
- Compensation alignment: He received no director cash fees or refresher RSUs in 2024 due to the fund‑affiliate exclusion through the 2026 annual meeting—reducing potential cash/equity conflicts and signaling alignment via stock ownership rather than director pay.
- Ownership and alignment: Holds 141,371 shares (<1%); company policy bans pledging/hedging, which supports alignment with shareholders.
- Potential conflicts — watchpoint:
- RED FLAG (monitor): As a Managing Director of The Stephens Group, which manages SG‑Disco, LLC (a 12.8% shareholder), Mr. Clark’s affiliation represents a potential influence/interlock. The board nevertheless affirmed his independence after reviewing relationships per NYSE standards. Continued monitoring of related‑party transactions and committee decisions is prudent.
- No related‑party transactions involving Mr. Clark were disclosed; the only disclosed related‑person item in 2024 concerned employment of a director’s family member (not related to Mr. Clark).
Overall implication: Mr. Clark brings deep investor and board experience with strong attendance and independence determinations. The key governance watchpoint is his affiliation with a significant shareholder while serving on the nominating/governance committee; however, current disclosures show no related‑party transactions involving him, a restrictive insider trading/pledging policy, and a director‑pay structure that currently excludes him from cash and refresher equity—mitigating near‑term conflict risks.