Susan L. Blount
About Susan L. Blount
Independent Class III director of CS Disco (LAW), age 67, serving since April 2021 with term expiring at the 2027 Annual Meeting; affirmatively determined independent under NYSE rules . Former Executive Vice President and General Counsel of Prudential Financial (2005–2015); currently adjunct professor at the University of Texas School of Law (since January 2016) and founding member of the Center for Women in Law (Interim Executive Director March 2019–January 2020) . Education: B.A. in history and J.D., both from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Financial, Inc. | General Counsel; Senior/Executive Vice President | 2005–2015 | Led legal and risk management for a large public company |
| University of Texas School of Law | Adjunct Professor | Jan 2016–present | Legal education and mentorship |
| Center for Women in Law (UT Law) | Founding Member; Interim Executive Director | Founding member; Interim ED Mar 2019–Jan 2020 | Governance leadership in legal community |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cavco Industries Inc. (public company) | Director | Since Jan 2019 | Current public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Chair of Nominating and Corporate Governance Committee .
- Independence: Board determined Blount is independent; majority of the board is independent .
- Attendance and engagement: In 2024, board met 9 times; audit 8; compensation 5; nominating 4; each director attended ≥75% of aggregate board and committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Scott Hill); executive sessions of independent directors presided by the Chair .
- Audit oversight: Audit Committee oversees financial reporting, internal controls, compliance, and cybersecurity; Offerdahl (chair) and Hill designated audit committee financial experts (Blount is a member but not designated “financial expert”) .
- Governance scope: Nominating & Governance Committee (chaired by Blount) oversees board composition, evaluations, conflicts, ESG/DEI policies, director leadership structure, and succession planning .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $52,125 | Director and committee retainers earned in 2024 |
| Stock Awards (RSUs, grant-date fair value) | $150,000 | Annual refresher RSU under 2021 Plan; vests in four quarterly installments |
| Total | $202,125 | Sum of cash and equity |
| RSUs Outstanding (as of 12/31/2024) | 12,480 | Aggregate number of RSUs held |
Non-Employee Director Compensation Policy (rates as amended April 2024):
- Annual cash retainer: $35,000
- Committee member retainers: Audit $10,000; Compensation $6,000; Nominating & Governance $4,000
- Committee chair retainers (in lieu of member retainer): Audit $20,000; Compensation $12,000; Nominating & Governance $8,000
- RSU grants: Initial $300,000 (quarterly vesting); annual refresher $150,000 (four quarterly installments); RSUs accelerate on change in control .
Performance Compensation
- Non-employee directors do not receive performance-based cash bonuses or PSU awards; director equity is time-based RSUs per the policy (no TSR, revenue, or EBITDA metrics) .
- Clawback policy oversight is within Compensation Committee’s remit (applies to executives; no separate director performance metrics disclosed) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Cavco Industries Inc. | Public | Director | No related-party transactions involving Blount disclosed by LAW |
- Related-party review: LAW reports one related-party employment (director Krishna Srinivasan’s son) and standard indemnification agreements; no transactions indicating Blount conflicts .
Expertise & Qualifications
- Public-company strategic legal and risk oversight from Prudential tenure; board governance leadership (chairing nominating/governance) .
- Legal academia and community leadership (UT Law, Center for Women in Law) enhancing governance and ethics perspective .
- Independence and committee experience in audit oversight and ESG/governance .
Equity Ownership
| Ownership Detail | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common Shares Held | 54,414 | <1% | Direct common shares |
| RSUs vesting within 60 days (as of 4/15/2025) | 6,240 | <1% | Included in beneficial ownership calculation |
| Total Beneficial Ownership | 60,654 | <1% | As reported; “less than one percent” of shares outstanding (60,808,692) |
Alignment policies:
- Insider Trading Policy prohibits hedging, derivative trading, short selling, margin purchases, and pledging of shares, supporting alignment with shareholders .
- Compensation Committee oversees compliance with director stock ownership guidelines (specific multiples not disclosed) .
Governance Assessment
- Strengths: Independent status; chair of Nominating & Governance; audit committee membership; solid attendance; compensation tilted toward equity (annual refresher RSUs with quarterly vesting) enhancing long-term alignment; company-wide prohibition on hedging/pledging reduces misalignment risk .
- Points to monitor: Not designated as “audit committee financial expert” (committee has two experts); ensure continued robust engagement given committee leadership; no disclosed director performance link (typical for directors) .
- Conflicts/Red Flags: No related-party transactions involving Blount; no pledging/hedging; attendance satisfactory; no disclosed legal proceedings or controversies; director RSUs accelerate upon change in control (standard, but monitor potential entrenchment optics) .