Robert P. Goodman
About Robert P. Goodman
Robert P. Goodman (age 64) is an independent director of CS Disco, Inc. (ticker: LAW) and Partner at Bessemer Venture Partners (BVP), which he joined in 1998. He has served on the CS Disco board since November 2014, bringing venture investing and operating experience as the former founder/CEO of three privately held telecommunications companies; he holds a B.A. from Brown University and an M.B.A. from Columbia University . The board has affirmatively determined he is independent under NYSE rules, considering ordinary-course relationships with entities affiliated with some directors, including BVP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Partner | 1998–present | Invested across software/mobile/B2B marketplaces; numerous portfolio board seats |
| Three private telecom companies | Founder & Chief Executive Officer | Pre-1998 (prior to joining BVP) | Operating leadership and company building |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACV Auctions Inc. | Director | Since Feb 2017 | Public company directorship |
| Blue Apron Holdings | Director | Nov 2015–Dec 2019 | Former public company directorship |
Board Governance
- Independence and board leadership: The board deems Mr. Goodman independent; the board has an independent chair (Scott Hill) who leads executive sessions of non-management directors .
- Committee assignments (current): Member, Compensation Committee; chair is Krishna Srinivasan .
- Committee chair history: Served as Compensation Committee chair through May 12, 2024; at that time Scott Hill rejoined the committee and Mr. Srinivasan was named chair .
- Attendance and engagement: In 2024 the board met 9 times; Audit 8; Compensation 5; Nominating & Corporate Governance 4; each director attended ≥75% of aggregate board/committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Compensation committee process/controls: Uses independent consultant (Compensia); oversees equity plans, change-in-control protections, stock ownership guidelines, and clawback compliance .
| Committee (2025) | Membership/Chair |
|---|---|
| Compensation | Member: Goodman; Chair: Srinivasan |
| Audit | Not a member |
| Nominating & Corporate Governance | Not a member |
Fixed Compensation
- Director pay received: Under the company’s policy, non-employee directors affiliated with certain fund investors (including those serving as of the policy effective date) are ineligible for cash retainers and refresher RSUs until the 2026 annual meeting; accordingly, Mr. Goodman received no cash fees or RSU awards in 2024 and 2024 table shows “—” for his compensation .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
| 2025 | — | — | — |
- Non-employee director compensation policy (structure):
- General annual cash retainer: $35,000; Board Chair: +$42,500 .
- Committee member retainers: Audit $10,000; Compensation $6,000; Nominating & Corporate Governance $4,000 .
- Committee chair retainers (in lieu of member fees): Audit $20,000; Compensation $12,000; Nominating & Corporate Governance $8,000 .
- Equity: Initial RSU ($300,000 grant-date fair value) vesting quarterly; Annual refresher RSU ($150,000) vesting quarterly; full vesting upon change in control; directors may elect to receive the general cash retainer as RSUs vesting quarterly .
- Carveout: Until the 2026 annual meeting, fund-affiliated directors serving at policy effective date (which includes Mr. Goodman as a BVP partner) are ineligible for cash retainers and refresher RSUs .
| Policy Element | Amount/Terms |
|---|---|
| General annual cash retainer | $35,000 |
| Board Chair additional retainer | $42,500 |
| Committee member (Audit/Comp/NCG) | $10,000 / $6,000 / $4,000 |
| Committee chair (Audit/Comp/NCG) | $20,000 / $12,000 / $8,000 |
| Initial RSU | $300,000 grant-date fair value; quarterly vesting |
| Annual refresher RSU | $150,000 grant-date fair value; quarterly vesting |
| CIC treatment | RSUs vest in full on change in control |
| Retainer RSU election | May elect to receive general retainer in RSUs; quarterly vesting |
| Fund-affiliate carveout (through 2026 meeting) | No cash retainer or refresher RSU for eligible fund-affiliated directors |
Performance Compensation
- Non-employee directors do not receive performance-based awards; director equity under the policy is time-based RSUs, and Mr. Goodman is ineligible for refresher RSUs under the fund-affiliate carveout through the 2026 meeting .
| Performance Metric | Applies to Director Compensation? |
|---|---|
| Revenue/EBITDA/TSR metrics | No; directors receive time-based RSUs only under policy |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ACV Auctions Inc. | Director | Since Feb 2017 | Public company board service |
| Blue Apron Holdings | Director | Nov 2015–Dec 2019 | Former public company board service |
- Major shareholder affiliation: Entities affiliated with BVP own 8,652,826 shares (14.2%); Goodman is a director of the ultimate general partner of those BVP entities and disclaims beneficial ownership except for any pecuniary interest .
- Related-party transactions oversight: Audit Committee reviews related-person transactions; no Goodman-specific related-party transactions are disclosed; 2024 disclosure includes employment of a different director’s family member (Rohit Srinivasan) for transparency .
Expertise & Qualifications
- Venture investor (BVP Partner since 1998) with deep software/mobile/B2B marketplace exposure and extensive private/public board experience; previously founded and led multiple telecom companies .
- Education: B.A., Brown University; M.B.A., Columbia University .
Equity Ownership
- Total beneficial ownership: 53,280 shares (<1% of outstanding) as of April 15, 2025 .
- Breakdown: 28,036 shares held personally; 11,115 by Cracktuxet II, LLC (controlled by Goodman); 11,775 by NB Group, LLC (controlled by Goodman); 2,354 by Katama Point, LLC (controlled by Goodman) .
- Shares outstanding: 60,808,692 as of April 15, 2025 (context for percent ownership) .
- Hedging/pledging: Company policy prohibits hedging, short selling, derivatives on company stock, purchasing on margin, and pledging shares as collateral .
| Holder | Shares | % of Outstanding |
|---|---|---|
| Robert P. Goodman (personal) | 28,036 | <1% |
| Cracktuxet II, LLC (control: Goodman) | 11,115 | <1% |
| NB Group, LLC (control: Goodman) | 11,775 | <1% |
| Katama Point, LLC (control: Goodman) | 2,354 | <1% |
| Total beneficial ownership | 53,280 | <1% |
Note: BVP-affiliated entities hold 8,652,826 shares (14.2%); Mr. Goodman is a director of the ultimate GP for those funds and disclaims beneficial ownership beyond any pecuniary interest .
Governance Assessment
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Strengths
- Independence affirmed; board led by an independent chair; regular executive sessions of non-management directors .
- Significant board tenure and sector expertise (venture investing and operating) since 2014; continuity on the Compensation Committee, including prior service as chair transitioning to member in 2024–2025 .
- Attendance: Each director met ≥75% threshold across board/committee meetings in 2024; robust committee cadence (Audit 8; Compensation 5; NCG 4) .
- Pay governance: Compensation Committee engages independent consultant (Compensia); oversees clawback compliance and stock ownership guidelines; structured director pay framework with clear retainers and RSU design .
- Risk controls: Prohibition on hedging/shorting/pledging adds alignment and reduces reputational risk .
-
Potential red flags / monitoring items
- Investor-affiliated director: Goodman is a BVP partner; BVP funds are a 14.2% shareholder—this is a potential perceived conflict and warrants ongoing monitoring of related-party matters and committee independence; the board explicitly considered such relationships in its independence determinations .
- Compensation neutrality: As a fund-affiliated director, Goodman receives no director cash/RSU compensation until the 2026 meeting under the policy carveout—this removes some typical pay-based alignment signals but avoids double-dipping and mitigates conflict perceptions .
-
Additional observations
- No Goodman-specific related-party transactions disclosed; the company outlines formal review and approval processes for related-person transactions .
- No committee interlocks involving executives reported in the 2024 proxy; Compensation Committee members are non-employee independent directors .
Overall signal: Board independence, attendance, and pay governance processes are solid. The principal governance consideration for investors is Goodman’s investor affiliation with a 14.2% holder (BVP), which the board has addressed via independence reviews and by excluding fund-affiliated directors from cash/refresh equity remuneration until 2026 .