Michael S. Lafair
About Michael S. Lafair
Executive Vice President and Chief Financial Officer of CS Disco, Inc. since October 2022; previously CFO from January 2018 to October 2022. Age 60. Holds a B.S. in Economics (Accounting/Economics concentrations) from The Wharton School, University of Pennsylvania, and a J.D. from Temple University School of Law . Compensation is tied to company-level revenue, Adjusted EBITDA, and non-quantitative operational goals; for 2024, weighted-average achievement was ~73%, resulting in a bonus payout at ~73% of target . On August 6, 2025, DISCO announced Lafair will step down as CFO effective upon appointment of his successor or by December 31, 2025; he will provide advisory services through February 17, 2026, and is eligible to vest equity during this advisory period; the company stated the decision was not due to any disagreement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Offers.com | Chief Financial Officer | Nov 2012–Dec 2015 | Served as CFO until acquisition by Ziff Davis, LLC . |
| Ziff Davis B2B | Global Head of Finance | Dec 2015–Jan 2018 | Led finance post-acquisition, prior to joining DISCO . |
| All Web Leads, Inc. | Chief Financial Officer and General Counsel | Not disclosed | Senior dual-role finance/legal leadership . |
| Interlogix, Inc. | Vice President and General Counsel | Not disclosed | Corporate legal leadership . |
| Morgan, Lewis & Bockius LLP | Corporate Lawyer | Not disclosed | Early-career corporate law practice . |
External Roles
No external public-company directorships disclosed in DISCO’s proxy biography for Mr. Lafair .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $410,000 | $410,000 |
| Target Bonus (% of Salary) | 60% | 60% |
| All Other Compensation ($) | $14,117 | $15,429 |
Performance Compensation
Annual Bonus Plan (Cash)
| Metric | 2023 | 2024 |
|---|---|---|
| Corporate Metrics | Not disclosed; plan based on corporate measures | Revenue, Adjusted EBITDA, and non-quantitative criteria |
| Weighted Achievement (%) | — | ~73% |
| Actual Bonus Paid ($) | $147,600 | $179,580 |
Equity Incentive Awards (PSUs/RSUs)
| Award | Grant Date | Performance Metrics | Performance Achieved | Shares Earned | Vesting Schedule |
|---|---|---|---|---|---|
| PSUs (2023 cycle) | Feb 6, 2023 | Revenue, Adjusted EBITDA margin, non-quantitative goals | 60% of target (30% of shares) | 43,992 | 1/3 on Feb 27, 2024; remainder in eight equal quarterly installments beginning May 16, 2024 |
| RSUs | Feb 6, 2023 | Service-based | N/A | 148,473 unvested as of 12/31/2024 | 1/16 quarterly beginning May 16, 2023 |
| RSUs | Feb 7, 2024 | Service-based | N/A | 43,450 unvested as of 12/31/2024 | 1/12 quarterly beginning May 16, 2024 |
| PSUs (2024 cycle) | Feb 7, 2024 | Revenue, Adjusted EBITDA, non-quantitative goals | 73% of target (36.5% of total) | 28,193 | Earned shares vest over ~3 years; one-third vested upon certification with remainder quarterly |
| RSUs | Feb 2025 | Service-based | N/A | 74,074 granted | Quarterly over ~4 years |
| PSUs (2025 cycle) | Feb 2025 | Revenue, Adjusted EBITDA, non-quantitative goals | Eligibility based on 2025 performance; per Transition Agreement, 1/4 of Total Vestable Shares vests on specified date regardless of continued service; no further PSU vesting thereafter |
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Metric | Value |
|---|---|
| Shares Beneficially Owned (#) | 597,205 |
| Ownership (% of Outstanding) | 1.0% |
| RSUs Vesting Within 60 Days (#) | 37,100 |
Outstanding Equity Awards (Unvested as of December 31, 2024)
| Grant Date | Type | Unvested Shares (#) | Vesting Terms |
|---|---|---|---|
| May 2, 2021 | Restricted Stock | 50,000 | 1/48 monthly starting Jan 31, 2022 |
| Feb 6, 2023 | RSUs | 148,473 | 1/16 quarterly starting May 16, 2023 |
| Feb 6, 2023 | PSUs (earned on 2023 performance) | 43,992 | 1/3 on Feb 27, 2024; remainder in eight equal quarterly installments beginning May 16, 2024 |
| Feb 7, 2024 | RSUs | 43,450 | 1/12 quarterly starting May 16, 2024 |
| Feb 7, 2024 | PSUs (earned on 2024 performance) | 28,193 | Earned shares vest over ~3 years in quarterly installments |
- Hedging/pledging: DISCO’s insider trading policy prohibits hedging, trading derivatives, short selling, purchasing on margin, holding in margin accounts, and pledging company shares as collateral .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Originally entered Jan 2018; amended and restated July 2021 effective at IPO . |
| Base Salary | Initially $380,000; increased to $410,000 in Jan 2022; unchanged for 2024–2025 . |
| Target Annual Bonus | 60% of base salary . |
| Regular Termination Severance | Lump sum equal to six months of base salary; COBRA premiums up to six months . |
| Change-in-Control Termination (Double Trigger) | Lump sum equal to 12 months of base salary; lump sum equal to 100% of target bonus; COBRA premiums up to 12 months; full acceleration of outstanding equity awards granted on/after IPO underwriting date; performance awards deemed at target (or greater based on actual performance at effective time) unless otherwise specified . |
| Equity Plan | Awards subject to 2013 Plan or 2021 Plan and applicable award agreements . |
| Clawback | Compensation committee oversees compliance with DISCO’s clawback policy . |
| Transition Agreement (Aug 2025) | Continues base salary through Dec 31, 2025; entitled to 2025 annual bonus per regular determination; advisory services from Separation Date through Feb 17, 2026; eligible to vest outstanding equity through advisory period; PSU 2025 initial tranche (1/4 of Total Vestable Shares) to vest on award-specified date; “sell-to-cover” tax withholding; change-in-control severance per Employment Agreement if CoC during Employment Period or within three months post–Dec 31, 2025 . |
Performance & Track Record
- Tenure impact: As CFO since 2018, led DISCO through multiple private funding rounds, its IPO, and a secondary offering; management credits him with helping transform DISCO from an early-stage startup to a public company .
- 2024 incentive outcomes: Bonus plan and PSU determinations were based on revenue, Adjusted EBITDA, and non-quantitative objectives; weighted-average achievement ~73% for 2024 .
Compensation Committee Analysis
- Committee members: Robert P. Goodman, Scott Hill, Krishna Srinivasan; Chair: Krishna Srinivasan; all independent per NYSE and Rule 16b-3 .
- Consultant use: Compensia engaged; developed peer group and compensation recommendations; committee oversees stock ownership guideline compliance and clawback policy .
Investment Implications
- Retention and transition risk: CFO transition announced (effective by year-end 2025); advisory arrangement and continued vesting reduce immediate disruption; company states no disagreement underlying the decision .
- Pay-for-performance alignment: Annual bonus and PSUs tied to revenue and Adjusted EBITDA; 2024 payout at ~73% of target indicates variable pay responsiveness to performance .
- Equity alignment and selling pressure: Material unvested RSU/PSU grants vest quarterly; hedging and pledging prohibited—limits misalignment risk; beneficial ownership ~1.0% supports skin-in-the-game but quarterly vesting could create periodic selling cadence for tax and liquidity needs .
- Change-in-control economics: Double-trigger severance with salary, target bonus, and full equity acceleration on certain awards may incentivize neutrality toward strategic transactions; performance awards deemed at target upon CoC enhances payout certainty .