James Offerdahl
About James Offerdahl
Independent director at CS Disco (LAW) since August 2018; age 68. Former CFO with 30+ years in enterprise software, including CFO roles at Bazaarvoice (2013–Feb 2018) and Convio (2005–May 2012), plus senior roles at Traq‑Wireless (CEO), Pervasive Software (COO/CFO) and Tivoli Systems (CFO). He holds a B.S. in Accounting (Illinois State University) and an MBA in Management & Finance (University of Texas at Austin). Recognized by the board as an audit committee financial expert; currently chairs LAW’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bazaarvoice, Inc. | Chief Financial Officer | Jan 2013 – Feb 2018 (acquisition) | Led finance through sale; enterprise SaaS experience |
| Convio, Inc. | CFO & VP of Administration | Feb 2005 – May 2012 (acquisition) | Public-company CFO; operating rigor |
| Traq‑Wireless, Inc. | Chief Executive Officer | Prior to 2005 | Operating leadership |
| Pervasive Software, Inc. | COO & CFO | Prior to 2005 | Public software ops/finance |
| Tivoli Systems, Inc. | Chief Financial Officer | Earlier career | High-scale enterprise software finance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Q2 Holdings, Inc. (NYSE: QTWO) | Director | Since Jan 2011 | Audit Committee Chair |
Board Governance
| Item | Details |
|---|---|
| Independence | Determined independent under NYSE standards |
| Committees | Audit Committee (Chair); not listed on Compensation or Nominating/Gov |
| Financial Expert | Designated “audit committee financial expert” (with Scott Hill) |
| Attendance | Each director attended ≥75% of board/committee meetings in 2024; Board met 9x; Audit 8x; Comp 5x; Nominating/Gov 4x |
| Risk Oversight via Audit | Oversees financial reporting, internal controls, compliance; also information security, cybersecurity and data privacy; reviews related‑person transactions |
| Executive Sessions | Independent chair (Scott Hill) presides over executive sessions; governance structure separates Chair and CEO |
Fixed Compensation (Non‑Employee Director)
| Year | Cash Fees | Equity Awards (Grant‑date FV) | Total |
|---|---|---|---|
| 2024 | $54,625 | $150,000 RSUs | $204,625 |
Policy drivers and structure:
- General annual cash retainer: $35,000; Audit Committee Chair retainer: $20,000; Audit member retainer: $10,000 (chair retainer in lieu of member fee). Refresher RSU each annual meeting: $150,000 (vests in four quarterly installments). Initial RSU for new directors: $300,000 (vests in 12 quarters). Independent Board Chair retainer: $42,500. Until the 2026 AGM, specified fund‑affiliated legacy directors are ineligible for cash/refresher RSUs.
Implications:
- Compensation mix is equity‑heavy (2024: $150k equity vs $54.6k cash), aligning director incentives with shareholder value while maintaining modest fixed cash cost. Under the policy, Offerdahl’s cash likely reflects the general retainer plus audit chair fees, subject to proration timing.
Performance Compensation (Director)
| Grant Type | Amount / Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Refresher RSU (2024) | $150,000 grant‑date fair value | 4 equal quarterly installments | None (time‑based only) |
| Initial RSU (policy) | $300,000 grant‑date fair value | 12 equal quarterly installments | None (time‑based only) |
- No director PSUs or option awards disclosed for 2024; director equity is time‑vesting RSUs only.
Other Directorships & Interlocks
| Company | Relationship to LAW | Potential Interlock/Conflict |
|---|---|---|
| Q2 Holdings, Inc. | Independent director; Audit Chair | No related‑party transactions involving Offerdahl disclosed by LAW. |
Expertise & Qualifications
- Public‑company CFO/COO experience in enterprise software; prior CEO role (operating, capital allocation, M&A).
- Audit committee financial expert (SEC definition); strong oversight of reporting, controls, and cybersecurity risk.
- Education: B.S. Accounting (Illinois State); MBA (UT Austin).
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| James Offerdahl | 173,743 | 6,240 | 179,983 | <1% (starred in proxy) |
Additional ownership context:
- Outstanding common shares as of record date: 60,808,692.
- Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, and pledging of company stock; no pledges disclosed for Offerdahl.
Insider Trades
| Date/Context | Type | Security | Shares | Price | Notes | |---|---|---:|---:|---| | Sep 2021 secondary follow‑on | Sale (selling stockholder) | LAW common | 8,000 | $53.00 | Public secondary; proceeds to selling stockholders, not company |
- No related‑party transactions involving Offerdahl disclosed for 2024–2025.
Governance Assessment
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Strengths
- Independent director; Audit Chair and designated financial expert—enhances audit quality, controls oversight, and cybersecurity risk governance.
- Strong engagement: board and audit met frequently in 2024; Offerdahl met ≥75% attendance threshold.
- Pay alignment: majority of director pay in equity with quarterly vesting; refreshed via $150k RSUs; cash retains modest and role‑based.
- Shareholder‑friendly policies: robust clawback oversight by Compensation Committee; strict prohibitions on hedging/pledging/shorting; independent chair structure.
-
Watch items / potential risks
- None material identified specific to Offerdahl: no related‑party transactions disclosed; no pledging; director comp uses time‑based RSUs (not performance‑linked), which is standard but provides less direct performance conditioning than PSUs.
-
Overall view
- Governance profile is supportive of investor confidence: deep financial oversight expertise, independent posture, active audit remit including cybersecurity, and equity‑oriented compensation with no apparent conflicts.