CS Disco, Inc. 8-K

What Happened

• CS Disco, Inc. filed an 8-K reporting that on April 22, 2026 its board increased from nine to ten directors and appointed Toby Williams as a Class II director, effective immediately, with a term expiring at the Company’s 2026 annual meeting of stockholders. The Board has determined Mr. Williams is independent under NYSE rules.
• Mr. Williams (age 52) is President & CEO of Paylocity Holding Corporation (since Aug 2024), previously served as Paylocity Co‑CEO and CFO, and has held senior roles at Ellucian and Paychex. He holds a B.A., an M.B.A. and a J.D.

Key Details

• Initial compensation: RSU award under the 2021 Equity Incentive Plan valued at $300,000, vesting in 12 equal quarterly installments from grant date.
• Ongoing compensation: annual RSU award valued at $150,000 beginning with the 2027 annual meeting (vests in 4 equal quarterly installments) plus an annual cash retainer of $35,000 (paid quarterly, prorated for partial service) and any committee fees.
• Governance changes: Directors Colette Pierce Burnette, Ed.D., and Aaron Clark will not stand for re-election at the 2026 annual meeting; upon their terms’ expiration the Board will be reduced from ten to eight members.
• The Company entered its standard indemnification agreement with Mr. Williams, obligating indemnity to the fullest extent permitted by Delaware law. The RSU awards are measured by NYSE closing price on grant date and subject to continuous service for vesting.

Why It Matters

• This filing reports a near‑term change in board composition (appointment plus two planned departures) that affects CS Disco’s governance and board size going into the 2026 annual meeting.
• Investors get an independent director with senior experience in human capital management and software (Paylocity, Ellucian), and should note the equity- and cash-based director pay described in the filing; the awards vest over time and are not immediate cash obligations beyond the small quarterly retainer.