Thomas Bogan
About Thomas Bogan
Independent director at CS Disco, Inc. (ticker: LAW). Appointed March 13, 2025 to fill a Class I vacancy; standing for election at the June 10, 2025 annual meeting with a term through 2028 if elected . Age 73. Former Vice Chair at Workday (Corporate Development; previously Strategic Sourcing; earlier EVP, Planning BU), and former CEO of Adaptive Insights prior to its acquisition by Workday; B.S. in Accounting from Stonehill College . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Vice Chair, Corporate Development | Feb 2021–Jan 2022 (retired Jan 2022) | Senior corporate development leadership at enterprise SaaS leader |
| Workday, Inc. | Vice Chair, Strategic Sourcing business | Feb 2020–Feb 2021 | Oversaw strategic sourcing business unit |
| Workday, Inc. | EVP, Planning Business Unit | Aug 2018–Jan 2020 | Led planning business following Adaptive Insights acquisition |
| Adaptive Insights | Chief Executive Officer and Director | Jan 2015–Aug 2018 (acquired by Workday Aug 2018) | Scaled planning SaaS platform to acquisition |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Workday, Inc. | Director | Feb 2022–present | Public company directorship |
| Aspen Technology, Inc. | Director | May 2022–Mar 2025 | Service ended at acquisition of AspenTech in March 2025 |
Board Governance
- Class/tenure: Class I; appointed March 13, 2025; up for election at the 2025 annual meeting; if elected, term runs to the 2028 annual meeting .
- Independence: Determined independent by the Board; majority of LAW’s board is independent .
- Committee assignments: As of the 2025 proxy, not listed on Audit, Compensation, or Nominating & Governance committees .
- Attendance: In 2024, the Board met 9x; Audit 8x; Compensation 5x; Nominating & Governance 4x; all then‑serving directors met ≥75% attendance. Bogan joined in 2025; no 2024 attendance applies .
- Leadership/risk oversight: Independent Chair (Scott Hill). Risk oversight split across full Board and committees (Audit: financial/cyber/compliance; Compensation: pay risk; N&G: governance/ESG) .
Fixed Compensation
| Component | Amount/Terms | Applicability to Bogan |
|---|---|---|
| Annual cash retainer | $35,000 | Eligible upon appointment; paid quarterly, pro‑rated |
| Independent Chair retainer | +$42,500 | Not applicable (not Chair) |
| Committee member retainers | Audit $10,000; Compensation $6,000; Nominating $4,000 | Not applicable currently (no committee assignment disclosed) |
| Committee chair retainers | Audit $20,000; Compensation $12,000; Nominating $8,000 | Not applicable (not a chair) |
| Cash-to-RSU election | May elect to receive the $35,000 cash retainer as RSUs vesting quarterly | Available under policy (no election disclosed) |
Performance Compensation
| Equity Award | Value (Grant-Date Fair Value) | Vesting | Notes |
|---|---|---|---|
| Initial RSU (on joining Board) | $300,000 | 12 equal quarterly installments from grant date, subject to continuous service | Granted under 2021 Plan per policy; Bogan eligible and award disclosed on appointment |
| Annual refresher RSU | $150,000 per annual meeting | 4 equal quarterly installments (or day before next annual meeting) | Commences with 2026 annual meeting for Bogan |
| Change‑in‑control treatment | Full vesting of director RSUs | Single‑trigger vest upon change in control as defined in 2021 Plan | Applies to all non‑employee director RSUs |
- No options or performance‑metric‑based equity for directors disclosed; director RSUs are time‑based with service vesting only .
- Clawback: Compensation committee oversees compliance with company clawback policy (primarily executive‑focused) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Workday, Inc. (Director) | No related‑party transactions with LAW; Board confirmed no Item 404(a) transactions for Bogan; independence affirmed |
| Aspen Technology, Inc. (former Director) | Service ended at acquisition in March 2025; no related‑party transactions with LAW disclosed |
Expertise & Qualifications
- Enterprise SaaS operator and director with CEO experience (Adaptive Insights) and senior leadership at Workday across planning and sourcing; strong fit for software go‑to‑market, product, and operating oversight .
- Accounting background (B.S., Stonehill College), enhancing audit/financial literacy even if not designated as Audit Committee Financial Expert at LAW .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 5,924 shares (issuable upon settlement of RSUs vesting within 60 days of April 15, 2025) |
| % of shares outstanding | <1% of 60,808,692 shares outstanding as of April 15, 2025 |
| Vested vs. unvested | Beneficial tally reflects RSUs vesting within 60 days; initial $300k RSU grant outstanding with 12‑quarter vesting schedule (share count not disclosed) |
| Hedging/pledging | Company policy prohibits hedging, derivatives, short sales, margin purchases, and pledging of company stock |
| Pledged shares | None disclosed for Bogan |
Governance Assessment
- Positives
- Independent director with deep software and SaaS operating experience; brings CEO‑level perspective and public company board experience (Workday) that strengthens strategy and product oversight .
- Compensation mix is equity‑heavy (initial $300k RSU vs. $35k cash retainer), aligning incentives with shareholder value; director RSUs vest over time to encourage durable engagement .
- No related‑party transactions or family relationships; standard indemnification only; independence confirmed by Board .
- Strong board‑level governance framework (independent Chair; committee risk oversight; hedging/pledging prohibitions) supports investor protections .
- Watch items / potential red flags
- As a new appointee (March 2025), he had no committee assignments disclosed as of the proxy; meaningful committee placement will be a key indicator of engagement and oversight leverage .
- Single‑trigger full acceleration of director RSUs upon change in control could be viewed as shareholder‑unfriendly by some governance frameworks; monitor any future policy changes .
- Board‑level related‑party optics exist unrelated to Bogan (employment of a director’s family member), though managed via policy and below materiality thresholds; continue to monitor enforcement and disclosures .