William Bratton
SOUNDTHINKINGAbout William J. Bratton
William J. Bratton (age 77) serves as an independent director of SoundThinking, Inc. (SSTI), currently in Class I with a term expiring at the 2027 annual meeting; he has served since November 2017 and previously served in 2013 . Bratton is a career law enforcement executive and security advisor, holding a B.S. in law enforcement from Boston State College/University of Massachusetts and completing the FBI National Executive Institute and Harvard Kennedy School Senior Executive Fellows programs . He brings deep policing and public safety governance expertise from leading major U.S. police agencies and private-sector risk advisory roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York City Police Department (NYPD) | Commissioner (second term) | Jan 2014–Sep 2016 | Led nation’s largest police force; operational reforms and public safety oversight |
| Los Angeles Police Department (LAPD) | Chief of Police | Oct 2002–Oct 2009 | Oversaw major metropolitan policing; accountability and crime reduction initiatives |
| NYPD | Commissioner (first term) | 1994–1996 | Strategic crime-fighting policy leadership |
| Kroll Advisory Solutions | Chairman | Sep 2010–Nov 2012 | Global security solutions; enterprise risk and investigations |
| Bratton Group LLC | CEO | Nov 2012–Dec 2013 | Public safety consulting across U.S. and Latin America |
| Boston Police Department | Commissioner | Prior roles (dates not individually specified) | Led city police agency; governance and operational oversight |
| New York City Transit Police Department | Chief of Police | Prior roles (dates not individually specified) | Transit security leadership |
| Massachusetts MDC Police | Superintendent | Prior roles (dates not individually specified) | State-level policing leadership |
| Massachusetts Bay Transportation Authority Police | Chief of Police | Prior roles (dates not individually specified) | Transportation policing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teneo Holdings | Senior Managing Director | Since Sep 2016 | Global CEO advisory |
| Teneo Risk | Executive Chairman | Since Sep 2016 | Risk advisory division leadership |
| Homeland Security Advisory Council | Vice Chairman | Until Jan 2025 | Federal homeland security advisory |
| Mission Ready Solutions, Inc. | Director | Until 2024 | Government contracting solutions |
Board Governance
- Committee assignments: Compensation and Human Capital Committee member; not a chair .
- Independence: Board determined all directors other than CEO Ralph A. Clark are independent under Nasdaq standards (Bratton is independent) .
- Board class/tenure: Class I; term expires 2027 annual meeting .
- Attendance and engagement: In 2024, Board met 8 times; Compensation Committee met 9 times; no director attended fewer than 75% of combined Board and committee meetings on which they served .
- Executive sessions: Independent directors hold regular executive sessions, typically at each regular Board meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board retainer (cash) | $40,000 | Non-employee director annual retainer |
| Compensation Committee member fee (cash) | $5,000 | Non-chair committee membership fee |
| Total cash fees paid | $45,000 | Fees earned or paid in cash (Bratton) |
| Annual equity grant (RSUs) | $124,998 | Grant date fair value of RSUs (Bratton) |
| Total 2024 director compensation | $169,998 | Sum of cash and equity for Bratton |
| Vesting schedule | — | Annual RSUs vest on earlier of first anniversary or next annual meeting |
- Ownership guidelines: Non-employee directors target stock ownership equal to 3x annual cash retainer; retention requirements apply if not in compliance as of each Dec 31 measurement .
Performance Compensation
Directors do not have performance-based pay at SSTI; annual equity is delivered as time-vested RSUs, not PSUs or options for directors . No director-specific performance metrics or meeting fees disclosed; RSU vesting accelerates upon change in control under the director compensation policy .
| Item | Status | Notes |
|---|---|---|
| Performance-based director equity (PSUs/options) | Not used for directors | Equity is RSUs only |
| Meeting fees | Not disclosed/applicable | Policy specifies retainers rather than meeting fees |
| Change-in-control treatment | Acceleration for RSUs per policy | As specified in Non-Employee Director Compensation Policy |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Teneo Holdings / Teneo Risk | Senior Managing Director; Executive Chairman | Advisory firm role; no SSTI related-party transactions disclosed since Jan 1, 2023 |
| Homeland Security Advisory Council | Vice Chairman (until Jan 2025) | Government advisory; no SSTI related-party transactions disclosed |
| Mission Ready Solutions, Inc. | Director (until 2024) | External public company; no SSTI related-party transactions disclosed |
- Related party transactions: SSTI reports none above threshold since Jan 1, 2023 involving directors or their affiliates; mitigates conflict risk .
Expertise & Qualifications
- Law enforcement leadership across NYPD and LAPD; operational governance and public safety strategy .
- Private-sector risk advisory leadership (Kroll; Teneo Risk) with corporate governance and cybersecurity oversight relevance .
- Government advisory experience (Homeland Security Advisory Council) enhances regulatory and policy insight .
- Education/training aligned to policing and executive governance (FBI NEI; Harvard SEF) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William J. Bratton | 36,150 | <1% (asterisked in proxy) | As of Apr 10, 2025; 12,666,095 shares outstanding |
| Pledged or hedged shares | Prohibited by policy | Hedging/shorting/derivatives/pledging prohibited | |
| Options outstanding | None disclosed for Bratton in 2024 | Only Morial shown with options among directors | |
| Ownership guidelines | 3x cash retainer | Compliance status not disclosed |
- Section 16 compliance: One late ownership report filed for William Bratton in 2024 (minor filing timeliness red flag) .
Governance Assessment
- Committee effectiveness: Bratton serves on the Compensation and Human Capital Committee, which met 9 times in 2024 and uses an independent consultant (Aon), with no interlocks or insider participation; suggests robust compensation governance .
- Independence and engagement: Board affirms independence; attendance thresholds met; regular executive sessions of independent directors support oversight quality .
- Alignment: Director pay mix is equity-heavy (~74% equity in 2024), supported by ownership guidelines; RSUs align director incentives with shareholder value without performance gaming risk .
- Conflicts: No related-party transactions since Jan 1, 2023; hedging/pledging banned; external roles in law enforcement/security appear additive to board skillset with no reported SSTI transactions—conflict risk currently low .
- RED FLAGS:
- Late Section 16(a) filing: one report late for Bratton in 2024; monitor future filing timeliness .
- Performance-based pay for directors: none (positive from governance standpoint); no meeting fees (reduces bias) .
Overall, Bratton adds domain-specific policing and risk expertise valued for SSTI’s public safety focus, with strong independence and equity alignment. The absence of related-party transactions and the company’s hedging/pledging prohibitions mitigate conflict concerns; continue monitoring for any overlap between external advisory engagements and SSTI customer relationships and ensure timely Section 16 compliance .