Thomas P. Berquist
QUALYSAbout Thomas P. Berquist
Independent director since 2023 (age 60), currently Audit & Risk Committee Chair and an SEC-defined audit committee financial expert. He is EVP & CFO at Cloud Software Group (since Sept 2022) and previously EVP & CFO at TIBCO Software (Oct 2015–Sept 2022); prior roles include executive posts at Corel and Ingres, sell-side research MD at Salomon Smith Barney, Goldman Sachs, Piper Jaffray, and consulting/finance roles at Deloitte and Wells Fargo. Education: B.A. in Accounting with an Application Area in Computer Science and an MBA (Marketing), both from University of Saint Thomas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIBCO Software | EVP & CFO | Oct 2015 – Sept 2022 | Senior finance leadership at enterprise software firm |
| Corel Software | Executive officer | Not disclosed | Software operating experience |
| Ingres Corporation | Executive officer | Not disclosed | Software operating experience |
| Salomon Smith Barney; Goldman Sachs; Piper Jaffray | Managing Director, Software Equity Research | Not disclosed | Capital markets expertise; tech coverage |
| Deloitte Consulting; Wells Fargo | Consultant; Finance | Not disclosed | Finance/operations foundation |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Cloud Software Group | EVP & CFO | Sept 2022 – present | Private enterprise software (owner of TIBCO/Citrix assets) |
| Other public company boards | Director | N/A | None (0 public boards) |
Board Governance
- Committees: Audit & Risk (Chair) and Compensation & Talent (member); not on Nominating & Governance .
- Independence: Board determined Berquist is independent under SEC and Nasdaq rules .
- Attendance/Engagement: Each incumbent director attended ≥75% of board/committee meetings in 2024; he attended the 2024 annual meeting . Meetings held in 2024: Board 4; Audit 8; Compensation 4; Nominating 4 .
- Board leadership: Independent Chair (Jeffrey P. Hank) since Jan 2023; no lead independent director due to independent Chair structure .
- Board structure: Classified/staggered board (three classes), which can delay control changes .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board Retainer (non-employee director) | $35,000 per year | |
| Committee Chair Retainers | Audit & Risk: $20,000; Compensation & Talent: $15,000; Nominating & Governance: $10,000 | |
| Committee Member Retainers | Audit & Risk: $10,000; Compensation & Talent: $7,500; Nominating & Governance: $5,000 | |
| 2024 Fees Earned (Berquist) | $59,279 |
| 2024 Director Compensation (Berquist) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 59,279 | Chair/member retainers pro-rated |
| Stock Awards (grant-date fair value) | 184,450 | RSUs; see next section |
| Total | 243,729 | Sum of the above |
Performance Compensation
| Equity Program Element | Detail | Source |
|---|---|---|
| Annual Director Equity Award | Intended value $250,000 (raised from $200,000 effective Oct 30, 2024) | |
| Initial Director Equity Award (upon joining) | Intended value $420,000 | |
| Vesting – Annual Award | Vests on earlier of 1-year anniversary or day before next annual meeting | |
| Change-in-Control Treatment | Accelerated vesting in full upon “change in control” |
| 2024 Equity Grant (Berquist) | Grant date | Shares | Vesting | Grant-date FV ($) |
|---|---|---|---|---|
| Annual RSU | June 12, 2024 | 1,313 | Vests by June 12, 2025 or day before 2025 annual meeting | 184,450 |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; awards are time-based RSUs .
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| Other public boards | 0 | |
| Compensation committee interlocks | None disclosed; 2024 Compensation & Talent members: Berquist, Rogers, Zangardi; none were officers/employees; no reciprocal executive interlocks reported | |
| Independent compensation consultant for directors | Compensia, Inc. reviewed and benchmarked director pay in 2024 |
Expertise & Qualifications
- Financial expert designation (Audit & Risk Committee); deep CFO experience at multi-billion enterprise software companies; prior sell-side technology research leadership .
- Cyber/security governance exposure through Audit & Risk oversight of data privacy, reliability, business continuity, capacity matters .
- Strong accounting and finance credentials; MBA and accounting degree with CS application area .
Equity Ownership
| Ownership Detail (as of April 15, 2025) | Shares | % of Outstanding | Source |
|---|---|---|---|
| Shares held directly | 1,023 | <1% | |
| RSUs vesting within 60 days | 1,313 | <1% | |
| Total beneficial ownership | 2,336 | <1% of 36,353,741 shares | |
| Unvested stock awards (Dec 31, 2024) | 3,358 | N/A | |
| Options outstanding | None (directors generally not granted options; none disclosed for Berquist) | N/A | |
| Hedging/Pledging | Prohibited by insider trading policy | N/A | |
| Ownership guidelines (directors) | Must reach ≥6× annual retainer; compliance by later of Feb 8, 2024 or 5 years after becoming director; Berquist has until Aug 2028 | N/A |
Insider Trades (2025)
| Date | Transaction | Shares | Price ($) | Ownership After | Notes |
|---|---|---|---|---|---|
| Jun 13, 2025 | Sale | 656 | 138.78 | N/A | Dataroma real-time insider data |
| Sep 2, 2025 | Sale | 512 | 133.09 | 5,092 | Finviz insider trading page |
| Sep 2, 2025 | Sale | 37 | ~133.9 (est. $4,955) | 5,092 | QuiverQuant news |
| Sep 3, 2025 (Form 4) | Filing | — | — | — | Transaction under Rule 10b5-1 plan adopted Feb 19, 2025; Form 4 PDF |
Insider trading policies prohibit hedging/pledging; director ownership guidelines require retention of 50% of net shares until guidelines are met .
Governance Assessment
- Positives:
- Independent, financially sophisticated director; Audit & Risk Committee Chair and SEC-defined “financial expert,” strengthening oversight of financial reporting and cyber/data risks .
- Strong attendance and engagement; attended 2024 annual meeting; board/committee meeting frequency aligns with robust oversight cadence .
- Clear policies: clawback/recovery aligned to Rule 10D-1; anti-hedging/pledging; enhanced director ownership guideline to 6× retainer; active shareholder engagement; 2024 Say-on-Pay support ~93% .
- Potential concerns/RED FLAGS:
- Classified board may entrench incumbents and delay shareholder-driven changes .
- Single-trigger acceleration of director RSUs upon change in control (equity vests irrespective of post-CIC service), which some investors view as less aligned versus double-trigger .
- Ownership is de minimis (<1%); while within a five-year compliance window to meet 6× retainer, low current holdings provide limited “skin-in-the-game” signal .
- No related-party transactions, loans, or family relationships disclosed for Berquist; RPT policy overseen by Audit & Risk Committee .
- Committee composition appropriate; all members of Audit & Risk and Compensation & Talent are independent; Berquist not an employee, reducing conflict risk in pay decisions .
Overall, Berquist’s audit expertise and independent status support board effectiveness; structural items (classified board, single-trigger CIC equity) and low present ownership warrant monitoring for investor alignment signals .