Ryan Vardeman
LIVEPERSONAbout Ryan Vardeman
Ryan L. Vardeman was appointed to LivePerson’s Board as a Class III director on October 14, 2025, with a term expiring at the 2027 Annual Meeting; committee assignments were not disclosed at appointment and will be announced later . He is a principal and co‑founder of Palogic Value Management, L.P., and brings operating, financial, strategy, and investment experience focused on technology and software; he holds a B.S. in Electrical Engineering & Computer Science from Texas Tech University and an M.B.A. from Vanderbilt University’s Owen Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palogic Value Management, L.P. | Principal, Co‑founder | Jan 2007 – present | Investment, corporate strategy, capital structure focus in tech/software |
| BSQUARE Corporation | Director; Chair of the Board; Chair, Compensation Committee; member, Governance & Nominating Committee | 2018 – 2023 | Led board and compensation oversight at small-cap software company |
| INTEVAC, Inc. | Director | Nov 2024 – Mar 2025 | Public company board service (tech hardware) |
External Roles
| Company/Institution | Role | Current/Past | Notes |
|---|---|---|---|
| BSQUARE Corporation | Independent Director; Board Chair; Comp Committee Chair; N&G member | Past (2018–2023) | Independent leadership and comp governance experience |
| INTEVAC, Inc. | Independent Director | Past (Nov 2024–Mar 2025) | Short-term public board tenure |
Board Governance
- Appointment and term: Appointed Class III director effective Oct 14, 2025; term through 2027 Annual Meeting .
- Nomination source: Nominated pursuant to the Exchange Agreement (Aug 11, 2025) with former holders of LivePerson’s 0% Senior Convertible Notes due 2026, in conjunction with standard Nominating & Governance processes—indicating a creditor/holder-influenced seat .
- Committee assignments: “Any committee appointments for Mr. Vardeman will be subsequently disclosed” (not yet assigned at time of 8‑K) .
- Independence: Not addressed for Mr. Vardeman in the May 2025 proxy; that filing identified other directors’ independence and confirms committees (Audit, Compensation, Nominating/Gov) are composed entirely of independent directors under Nasdaq rules .
- Related‑party oversight: Company policy requires Audit Committee pre‑approval of related‑party transactions and conflicts under Nasdaq/SEC rules .
- Indemnification: Company intends to enter into its standard director indemnification agreement with Mr. Vardeman (form filed as Ex. 10.6 to the 2011 10‑K) .
- Engagement practices: Board holds executive sessions of independent directors and maintains robust governance guidelines and a Code of Conduct/Ethics .
Fixed Compensation
- Standard non‑employee director compensation policy (FY2024 framework): cash retainer and equity RSUs; additional cash for committee service/chairs. Mr. Vardeman will receive “standard annual director fees and benefits” under this policy, plus an initial equity grant under the 2019 plan (pro‑rata at the Committee’s discretion) .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $35,000 | Paid to all non‑employee directors |
| Chair of the Board Retainer | $50,000 | If serving as Board Chair |
| Annual Equity Grant (RSUs) | $200,000 | Newly appointed directors receive an initial grant equal to the annual equity retainer; may be prorated |
| Committee Member Fees – Audit | $10,000 | Paid quarterly, prorated |
| Committee Member Fees – Compensation | $7,500 | Paid quarterly, prorated |
| Committee Member Fees – Nominating & Corporate Gov. | $5,000 | Paid quarterly, prorated |
| Committee Chair – Audit | $20,000 | Paid quarterly, prorated |
| Committee Chair – Compensation | $15,000 | Paid quarterly, prorated |
| Committee Chair – Nominating & Corporate Gov. | $10,000 | Paid quarterly, prorated |
Notes on 2024 grants: RSUs cliff‑vest on the one‑year anniversary. To mitigate dilution during stock price pressure, the company used a minimum share conversion price to size director RSU awards, resulting in actual grant‑date fair values below the $200,000 policy value for 2024 .
Performance Compensation
- Directors are not paid performance‑based cash; equity is time‑based RSUs with one‑year cliff vesting (no performance metrics). Initial grant for Mr. Vardeman is under the 2019 Stock Incentive Plan, consistent with policy .
| Equity Vehicle | Grant Policy | Vesting | Sizing Method |
|---|---|---|---|
| RSUs | $200,000 annual value (initial grant for new directors equal to annual equity retainer; may be prorated) | Cliff vest at 1 year | 2024 used a minimum share conversion price to reduce dilution, lowering GAAP grant date value vs. policy amount |
Other Directorships & Interlocks
- Prior public company boards: BSQUARE (2018–2023; Board Chair; Compensation Chair; N&G member); INTEVAC (Nov 2024–Mar 2025) .
- Nomination interlock: Seat arose from Exchange Agreement with former noteholders—signals creditor/holder influence on board composition .
- Compensation committee independence: Company uses Compensia as independent advisor; 2024 conflict assessment found no consultant conflicts for the committee (general governance context) .
Expertise & Qualifications
- Technical/finance blend: B.S. in EECS (Texas Tech); M.B.A. (Vanderbilt Owen) .
- Domain strengths: Capital structure analysis, small‑cap investing, operations and strategy in tech/software; prior chairmanship and compensation governance experience at BSQUARE .
Equity Ownership
| Holder/Instrument | Amount | Ownership Form | Notes |
|---|---|---|---|
| Common Stock | 44,422 | Indirect | Reported on Form 3; indirect beneficial ownership per footnotes through Palogic entities |
| 0% Convertible Senior Notes due 2026 (derivative) | 3,456 underlying shares | Indirect | Form 3 Table II; indirect ownership via Palogic entities; disclaimers of beneficial ownership and potential “group” status under Sections 13(d)/13(g) |
| Palogic Value Fund consideration under Exchange Agreement | ~$1.3M cash; ~$3.3M principal Second Lien Senior Subordinated Secured Notes due 2029; 106,198 post‑reverse‑split common shares; 762 Series B Fixed Rate Convertible Perpetual Preferred shares | — | Item 404(a) related‑party disclosure; Palogic Value Fund participated as a Noteholder in the Exchange Agreement |
- Disclaimers: Mr. Vardeman disclaims beneficial ownership of securities except for his pecuniary interest; filings note he may be deemed part of a “group” under 13(d)/13(g) .
- Pledging/hedging policy: Company maintains stock ownership guidelines for non‑employee directors and prohibits new pledging of stock .
Insider Filings
| Form | Event Date | Filed | Key Details |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 14, 2025 | Oct 24, 2025 | Reports indirect ownership of 44,422 common shares and derivative interest in 0% Convertible Notes due 2026 (3,456 underlying shares); includes group/beneficial ownership disclaimers |
Governance Assessment
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Positives
- Capital structure and small‑cap turnaround expertise is directly relevant to LivePerson’s recent debt restructuring and exchange transactions, potentially strengthening board oversight of financing and capital allocation .
- Robust governance framework: independent Audit/Comp/NCGC committees, annual risk assessment of compensation programs, executive sessions of independent directors, and related‑party pre‑approval by the Audit Committee .
- Clear director pay framework with RSU‑based equity and dilution‑mitigating share conversion methodology adopted during stock pressure—signals sensitivity to shareholder dilution .
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Risks / RED FLAGS
- Related‑party exposure: Mr. Vardeman’s affiliated fund (Palogic Value Fund) participated in the Exchange Agreement and received cash, debt, equity, and preferred securities; his seat stems from that agreement—raising potential conflicts requiring rigorous Audit Committee oversight and ongoing disclosure .
- Independence perception: While formal independence status for Mr. Vardeman was not disclosed in the May 2025 proxy (appointment occurred later), the noteholder‑nominated pathway and affiliated holdings could affect investor perceptions of independence and alignment; independence determination should be monitored in the next proxy .
- Ownership concentration/group status: Form 3 indicates indirect/common beneficial ownership via Palogic entities and potential “group” status—investors should watch future 13D/G updates and any hedging/pledging disclosures, though new pledging is prohibited by policy .
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Near‑term watch items
- Committee assignments (Audit/Comp/NCGC) and any leadership roles to be disclosed in subsequent filings .
- Future Form 4 activity and updated Schedule 13D/G for Palogic entities to track changes in ownership or intent .
- Next DEF 14A for independence determination, attendance, ownership guideline compliance, and any Item 404 related‑party updates .
Net: Vardeman strengthens financial/strategic oversight amid capital structure transition, but related‑party and nomination‑source optics require strong recusal practices and transparent Audit Committee oversight to maintain investor confidence .