Eric Friedrichsen
About Eric Friedrichsen
Eric Friedrichsen, 56, has served as President, Chief Executive Officer, and Director of CS Disco (LAW) since April 2024; he holds a B.B.A. in Management Information Systems from the University of Iowa . Under his tenure, FY2024 revenue grew 5% to $144.8M (software +7% to $120.1M; services -4% to $24.7M), with adjusted EBITDA improving by $7.2M to -$18.7M; dollar-based net retention improved to 96% (software DNR 100%), and the company ended 2024 with $129.1M cash/short-term investments and no debt . Management targets breakeven adjusted EBITDA in Q4 2026 and guided FY2025 revenue to $145.5–$157.5M with adjusted EBITDA of -$19M to -$15M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emburse, LLC | Chief Executive Officer | 2020–2024 | Led expense management software provider; relevant to scaling SaaS go-to-market and operations . |
| Marketo (Adobe) | Global Head, Commercial, SMB and Growth Markets | 2019 | Commercial leadership in marketing automation; SMB and growth market focus . |
| SAP / SAP Concur | Series of executive and leadership roles | 2008–2018 | Enterprise software operating experience across product/customer segments . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CS Disco (LAW) | Director (Class I) | 2024–present | Appointed April 2024; standing for election to 2028 term; not independent due to CEO role . |
- Board service and governance: Board has an independent Chair (Scott Hill); a majority are independent; Friedrichsen serves on no board committees, supporting independent oversight of management . Independent directors hold executive sessions led by the Chair .
- Dual-role implications: CEO + Director, but separation of Chair/CEO and independent majority mitigate independence concerns; CEO receives no additional director pay .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $550,000 (from April 2024) | $550,000 (unchanged) | Board-approved at appointment. |
| Target Bonus (% of Salary) | 100% (prorated in 2024) | 100% | CEO bonus targets set by Board. |
| Actual Bonus Paid | $270,958 | N/A | 2024 corporate goal achievement ~73% of target; CEO bonus prorated for time served . |
| All Other Compensation | $75,193 | N/A | Includes $49,871 apartment rental and $15,000 legal fees reimbursement for employment agreement review . |
Performance Compensation
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Value | Vesting Schedule | Performance Linkage |
|---|---|---|---|---|
| RSU | 4/29/2024 | 1,023,780 shares | 25% on 5/16/2025; remaining in 12 equal quarterly installments thereafter, subject to service | Time-based. |
| RSU | 2/2025 | 229,841 shares | Vests quarterly over ~4 years, subject to service | Time-based. |
| PSU | 2/2025 | Not disclosed (CEO received award) | 25% after 2025 performance certification; balance in 12 equal quarterly installments, subject to service | 2025 metrics: revenue, Adjusted EBITDA, and non-quantitative goals . |
- Annual bonus/PSU metrics: Corporate metrics include revenue and Adjusted EBITDA plus non-quantitative business goals; 2024 PSU payout for other NEOs certified at 73% of target and continued vesting over time (CEO’s PSU program adopted for 2025 on similar metrics) .
- Options: No CEO option awards disclosed for 2024–2025 .
2024 Pay Mix (as disclosed)
| Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 370,897 | 7,934,295 | 270,958 | 75,193 | 8,651,343 |
Equity Ownership & Alignment
| Metric | Data |
|---|---|
| Beneficial Ownership (4/15/2025) | 256,695 shares; less than 1% of outstanding . |
| Ownership Breakdown | 750 shares directly held; 255,945 RSUs vesting within 60 days of 4/15/2025 . |
| Unvested Equity (12/31/2024) | 1,023,780 RSUs outstanding unvested . |
| Additional Grants | 229,841 RSUs granted Feb 2025 (time-based); PSUs also granted Feb 2025 . |
| Hedging/Pledging | Prohibited: no hedging, short selling, derivatives, margin or pledging company stock . |
| Ownership Guidelines | Compensation committee oversees compliance with any applicable stock ownership guidelines (multiple not specified in proxy) . |
Vesting-related supply considerations: A significant tranche (25% of 1,023,780 RSUs) vested May 16, 2025, with ongoing quarterly vesting thereafter; trading remains subject to insider trading policy and blackout windows (policy exists; details not enumerated) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will; employment agreement entered April 2024 . |
| Start Date | Effective April 29, 2024 . |
| Base/Bonus Eligibility | $550,000 salary; 100% target bonus . |
| Change-in-Control (CIC) Termination | Lump sum 18 months base salary; 150% of target annual bonus; up to 18 months COBRA; full acceleration of all outstanding equity; if awards not assumed in certain CICs, full acceleration at closing (performance deemed at target or better based on actuals) . |
| Regular Termination (non-CIC) | Lump sum 18 months base salary; up to 18 months COBRA; equity accelerated by the amount that would have vested in the 12 months following separation . |
| Clawback | Compensation committee oversees compliance with clawback policy . |
| Non-Compete/Non-Solicit | Not disclosed in proxy/8-Ks. |
Note: The 2025 proxy supersedes earlier 2024 8-K terms by specifying 18-month severance/COBRA for regular terminations; earlier 8-K disclosed a 12-month provision outside CIC—use current proxy for latest terms .
Performance & Track Record
| Metric | FY2024 Result | Commentary |
|---|---|---|
| Total Revenue | $144.8M (+5% YoY) | Software +7% to $120.1M; Services -4% to $24.7M . |
| Adjusted EBITDA | -$18.7M (improved by $7.2M YoY) | Operating leverage improving; target breakeven in Q4 2026 . |
| Customers >$100K | 315 (+9% YoY) | Larger customers growing faster; multiproduct attach 17% incl. Cecilia . |
| Dollar-Based Net Retention | 96% total (software 100%) | Improved from 92% overall in prior year . |
| Liquidity | $129.1M cash/short-term investments; no debt | OCF -$8.7M vs -$25.5M 2023; better collections/working capital . |
| FY2025 Guidance | Revenue $145.5–$157.5M; adj. EBITDA -$19M to -$15M | Reflects continued investment with improving efficiency. |
Board Governance (Director Role)
- Class I director; nominated for election at 2025 meeting to serve until 2028 .
- Independence: not independent (CEO); majority of board is independent; independent Chair (Scott Hill) manages executive sessions .
- Committees: not a member of Audit, Compensation, or Nominating/Governance .
- Board/committee meetings in 2024: Board met 9x; each director attended at least 75% of meetings of Board/committees served .
- Director Pay: CEO receives no additional compensation for board service .
Compensation Structure Analysis
- High equity mix and multi-year vesting (1,023,780 initial RSUs with 4-year schedule; 2025 RSUs and PSUs) create strong retention and alignment; time-based grants dominate CEO package; PSUs add performance linkage beginning 2025 .
- Annual bonus and PSUs tied to revenue and Adjusted EBITDA plus qualitative goals; 2024 program paid at ~73% for NEOs, indicating formulaic moderation; no evidence of discretionary override to target .
- CIC economics: double-trigger protection with full acceleration plus 150% target bonus; outside CIC regular termination provides 18 months salary and 12 months equity vesting credit—robust but within small-cap software norms; no tax gross-ups disclosed .
- Hedging/pledging prohibited—positive alignment feature .
Risk Indicators & Red Flags
- Equity acceleration upon CIC (full acceleration) can incentivize sale outcomes; balanced by independent board leadership .
- Perquisites modest (temporary housing, legal fee reimbursement) and disclosed; no related-party transactions involving CEO disclosed .
- Clawback policy oversight present; no say-on-pay vote presented in 2025 proxy (only director elections and auditor ratification) .
Equity Ownership & Vesting Schedules (Detail)
| Item | Date | Shares | Notes |
|---|---|---|---|
| RSU initial grant | 4/29/2024 | 1,023,780 | 25% cliff on 5/16/2025; then 12 quarterly installments . |
| RSU annual (2025) | 2/2025 | 229,841 | Quarterly vesting over ~4 years . |
| PSU (2025) | 2/2025 | N/D | Earnout based on 2025 revenue, Adjusted EBITDA, and qualitative metrics; 25% vests after certification, remainder quarterly . |
| Beneficial ownership | 4/15/2025 | 256,695 | 750 shares held + 255,945 RSUs vesting within 60 days; <1% ownership . |
Employment Terms (Severance/CIC)
| Scenario | Cash | Benefits | Equity |
|---|---|---|---|
| CIC termination (in window) | 18 months base + 150% target bonus | COBRA up to 18 months | Full acceleration; performance at target or better based on actuals; if awards not assumed in certain CICs, full acceleration at close . |
| Regular termination (outside CIC) | 18 months base | COBRA up to 18 months | Additional vest equal to 12 months of scheduled vesting . |
Investment Implications
- Alignment and retention: Large unvested RSU overhang and new 2025 grants strongly tie CEO wealth to stock performance and tenure; PSUs (from 2025) introduce clearer pay-for-performance linkage against revenue and adjusted EBITDA, aligning with growth and profitability targets .
- Potential selling pressure: Significant RSU cliffs/quarterly vests (notably May 16, 2025 and subsequent quarters) may add episodic supply; policy prohibits hedging/pledging and governs trading, which may moderate flows .
- CIC incentives: Double-trigger with full equity acceleration and 150% target bonus could make M&A outcomes attractive; governance mitigants include independent chair and majority-independent board .
- Execution outlook: Early tenure shows improving retention metrics (DNR) and narrowed losses with ample liquidity; FY2025 guidance and Q4’26 EBITDA breakeven target set a measurable bar for incentive payouts and investor monitoring .
Overall, Friedrichsen’s package is equity-heavy with clear vesting horizons and performance linkage beginning 2025, supporting retention while focusing investor attention on revenue growth and EBITDA trajectory milestones disclosed in guidance and commentary .