Scott Hill
About Scott Hill
Scott Hill (age 57) is the independent Chair of the Board at CS Disco (LAW), serving as a director since June 2021 and as Chair since May 2024; he previously served as interim CEO (Sep 2023–Apr 2024) and advisor to the CEO until May 11, 2024 . Hill is designated an audit committee financial expert and sits on the Audit and Compensation committees, reflecting deep finance and governance credentials; he holds a B.B.A. in Finance from UT Austin and an M.B.A. from NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CS Disco, Inc. | Interim CEO; Advisor to CEO; Director; Chair of the Board | Sep 2023–Apr 2024 (CEO); Advisor until May 11, 2024; Director since Jun 2021; Chair since May 2024 | Independent Chair overseeing agendas, executive sessions, liaison with CEO; committee member on Audit and Compensation |
| Intercontinental Exchange, Inc. (ICE) | Chief Financial Officer; Advisor to CEO | CFO May 2007–May 2021; Advisor May 2021–Feb 2023 | Led finance function at large-cap public company; regulatory, audit, markets risk experience |
| IBM | International finance executive | 1991–2007 | Global finance operations, controls, and systems exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cardlytics, Inc. | Director | Since Sep 2023 | Public company directorship; no Disco-related transactions disclosed |
| VVC Exploration Corporation | Director | Since Aug 2017 | Public company directorship; no Disco-related transactions disclosed |
Board Governance
- Independence: Board determined Hill is independent under NYSE standards; majority of the board is independent .
- Board leadership: Independent Chair role held by Hill, presiding over meetings and executive sessions; separation from CEO enhances oversight and accountability .
- Committees: Member—Audit (financial expert) and Compensation; not on Nominating; audit chair is Offerdahl; comp chair is Srinivasan .
- Attendance: In 2024, each director attended ≥75% of board and applicable committee meetings; board met nine times, audit eight, compensation five, nominating four; eight of nine directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly without management; Hill presides .
- Risk oversight: Audit monitors financial, cybersecurity, compliance, internal audit; Compensation monitors excessive risk in pay; Nominating oversees governance risks including conflicts .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash fees (Chair + director) | $53,220 | Fees for service as Chair following CEO term; no director fees while CEO |
| Annual cash retainer (policy) | $35,000 (general retainer) | Policy baseline for non-employee directors |
| Chair of Board retainer (policy) | $42,500 (additional) | Increment for Independent Chair |
| Committee member retainers (policy) | Audit $10,000; Compensation $6,000 | Hill is member of Audit and Compensation |
| Director equity refresh (policy) | $150,000 grant-date fair value RSU | Vests quarterly until next annual meeting |
| 2024 director RSU grant (actual) | $150,000 grant to Hill in June 2024 | Awarded pursuant to policy |
| RSUs outstanding (12/31/2024) | 12,480 units; MV $62,275 | Vests quarterly; fully vested as of day before 2025 annual meeting |
Structure: Non-employee directors may elect to take the general cash retainer as RSUs; all RSUs vest on change-in-control per plan .
Performance Compensation
| Item | FY 2024 | Detail |
|---|---|---|
| Director performance-based pay | None disclosed | Director equity grants are time-based RSUs per policy |
| Company PSU metrics (exec comp governance reference) | Revenue; Adjusted EBITDA; non-quantitative goals | FY2024 PSU payout certified at 73% of target (36.5% of total award) for execs; quarterly vest post-certification |
Other Directorships & Interlocks
| Director | External Board | Potential Interlock/Conflict |
|---|---|---|
| Scott Hill | Cardlytics, Inc.; VVC Exploration Corporation | No related-party transactions with Disco disclosed; board monitors conflicts via Nominating Committee |
Expertise & Qualifications
- Financial expert with long-tenured CFO experience at ICE; designated “audit committee financial expert” by board .
- Governance leadership as independent Chair; presides over executive sessions; shapes board agendas and evaluation of management information .
- Technology and operations exposure from IBM and ICE; aligns with Disco’s enterprise customer profile .
Equity Ownership
| Metric | As of Apr 15, 2025 | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 189,061 | 182,821 common + 6,240 RSUs vesting within 60 days |
| Ownership % of outstanding | <1% | Based on 60,808,692 shares outstanding |
| Vested vs unvested | 6,240 RSUs vest within 60 days; remaining RSU schedule per board grant | |
| Pledging/hedging | Company policy prohibits hedging, shorting, margin, and pledging | No pledging disclosed for Hill |
| Stock ownership guidelines | Compensation Committee oversees compliance (details not disclosed) | No specific multiples provided |
Governance Assessment
- Strengths: Independent Chair with audit financial expert designation; robust committee participation (Audit, Compensation); solid attendance; formalized hedging/pledging prohibitions; use of independent compensation consultant (Compensia) for pay benchmarking .
- Alignment: Director pay balanced between modest cash retainer and annual RSU grant ($150k), with time-based vesting; Hill received $53,220 in chair fees and a $150k RSU grant in 2024, consistent with policy .
- Potential watch items: Dual historical role (interim CEO) followed by Chair may raise oversight optics, though independence affirmed; multiple external boards warrant time-commitment monitoring; ensure continued separation from management in deliberations .
- Conflicts/Related parties: No related-party transactions involving Hill disclosed; board maintains formal RPT policy and audit committee reviews RPTs .
No say-on-pay vote was on the 2025 agenda; the board’s compensation governance references PSU metrics tied to revenue and Adjusted EBITDA for executives, with 73% attainment for 2024 guiding payout calibrations .