CS Disco, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CS Disco, Inc. on March 17, 2025, covering events that occurred on March 13, 2025. The filing addresses changes to the Company's Board of Directors, specifically the resignation of a director and the appointment of a replacement.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Director Resignation: Tyson Baber resigned as a Class I director and member of the Audit Committee, effective March 13, 2025. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Director Appointment: Thomas Bogan was appointed as a Class I director effective March 13, 2025, to fill the vacancy. His term expires at the 2025 annual meeting of stockholders. The Board determined Mr. Bogan is independent under NYSE rules.
Guidance, Outlook, and Compensation Details
The filing outlines the compensatory arrangements for the newly appointed director, Thomas Bogan:
- Initial Equity Award: Restricted Stock Units (RSUs) valued at $300,000, vesting in 12 equal quarterly installments.
- Annual Equity Award: Commencing with the 2026 annual meeting, RSUs valued at $150,000 annually, vesting in four equal quarterly installments.
- Cash Retainer: An annual cash retainer of $35,000 for Board service, paid quarterly in arrears, plus additional amounts for committee service.
- Indemnification: Mr. Bogan entered into the Company's standard indemnification agreement.
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies beyond standard governance disclosures.
Key Facts for Investor Verification
- Confirm the independence status of Thomas Bogan under NYSE listing standards.
- Verify the vesting schedule and valuation methodology for the $300,000 initial RSU grant.
- Review the Company's Non-Employee Director Compensation Policy for potential future amendments affecting Mr. Bogan's annual awards.
- Check for any subsequent filings regarding the appointment of a new Audit Committee member to replace Tyson Baber.