UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
x
Filed by a party other than the Registrant
o
Check the appropriate box:
| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| x | Definitive Proxy Statement | ||||
| o | Definitive Additional Materials | ||||
| o | Soliciting Material Pursuant to §240.14a-12 | ||||
BLEND LABS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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x
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No fee required. | ||||
| o | Fee paid previously with preliminary materials | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
415 Kearny Street
San Francisco, California 94108
(650) 550-4810
April 29, 2024
Dear Fellow Stockholders:
We are pleased to invite you to attend the 2024 annual meeting of stockholders of Blend Labs, Inc., ("annual meeting") to be held on Wednesday, June 12, 2024 at 11:00 a.m., Pacific time. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/BLND2024, where you will be able to listen to the meeting live, submit questions and vote online.
The attached formal meeting notice and Proxy Statement contain details of the business to be conducted at the annual meeting.
Your vote is important. Whether or not you attend the annual meeting,
it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.
On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in
Blend.
Sincerely,
Nima Ghamsari
Head of Blend, Co-Founder, and Chair
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BLEND LABS, INC.
415 Kearny Street
San Francisco, California 94108
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 11:00 a.m., Pacific time, on Wednesday, June 12, 2024. | |||||||
| Place |
The annual meeting will be conducted virtually via webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/BLND2024, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.
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| Items of Business |
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To elect seven directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified.
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To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
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To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.
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| Record Date |
April 19, 2024
Only stockholders of record as of the close of business on April 19, 2024 are entitled to notice of and to vote at the annual meeting.
A list of stockholders eligible to vote at the annual meeting will be available for review during our regular business hours at our principal executive offices for the ten days prior to the meeting for any purpose related to the meeting, and will be available online during the entirety of the annual meeting.
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| Availability of Proxy Materials |
The Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 29, 2024 to all stockholders entitled to vote at the annual meeting.
The proxy materials and our annual report can be accessed by visiting www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.
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| Voting |
Your vote is important
. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.
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By order of the board of directors,
Nima Ghamsari
Head of Blend, Co-Founder, and Chair
San Francisco, California
April 29, 2024
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TABLE OF CONTENTS
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Executive
Employment Arrangements
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BLEND LABS, INC.
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held at 11:00 a.m., Pacific time, on Wednesday, June 12, 2024
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
Why am I receiving these materials?
This Proxy Statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Blend Labs, Inc., a Delaware corporation, and any postponements, ad
journments or continuations thereof. The annual meeting will be held on Wednesday, June 12, 2024 at 11:00 a.m., Pacific time. The annual meeting will be conducted virtually via webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/BLND2024, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.
The Notice of Internet Availability of Proxy Materials, (“Notice of Internet Availability”), containing instructions on how to access this Proxy Statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or given on or about April 29, 2024 to all stockholders of record as of April 19, 2024. The proxy materials and our annual report can be accessed by visiting www.virtualshareholdermeeting.com/BLND2024. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.
What proposals will be voted on at the annual meeting?
The following proposals will be voted on at the annual meeting:
•
the election of seven directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified;
•
the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
•
any other business as may properly come before the annual meeting.
As of the date of this Proxy Statement, our management and board of directors were not aware of any other matters to be presented at the annual meeting.
How does the board of directors recommend that I vote on these proposals?
Our board of directors recommends that you vote your shares:
•
“FOR” the election of each director nominee named in this Proxy Statement; and
•
“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
Who is entitled to vote at the annual meeting?
You can vote at the annual meeting if you were a holder of record of our Class A common stock or Class B common stock as of the close of business on April 19, 2024, the “record date.” Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to forty votes per share and is convertible at any time, at the
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option of the holder thereof, into one share of Class A common stock. As of the close of business on April 19, 2024, there were 242,779,014 shares of our Class A common stock outstanding and 9,550,352 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors.
Stockholders
of Record
. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting. Throughout this Proxy Statement, we refer to these holders as “stockholders of record.”
Street Name Stockholders
. If your shares are held in a brokerage account or by a broker, bank, or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker, bank, or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank, or other nominee sent to you. As a beneficial owner, you are also invited to attend the annual meeting. However, because you are not the stockholder of record, you may not vote these shares at the annual meeting unless you obtain a signed legal proxy from your broker, bank, or other nominee giving you the right to vote the shares. Throughout this Proxy Statement, we refer to these holders as “street name stockholders.”
How many votes are needed for approval of each proposal?
•
Proposal No. 1
: Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote FOR the election of each of the director nominees named herein or (2) WITHHOLD authority to vote for each such director nominee. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.
•
Proposal No. 2
: The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.
What is the quorum requirement for the annual meeting?
A quorum is the minimum voting power required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote as of the record date will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.
How do I vote and what are the voting deadlines?
Stockholder of Record
. If you are a stockholder of record, you may vote in one of the following ways:
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by Internet at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 pm, Eastern time, on June 11, 2024 (have your Notice of Internet Availability or proxy card in hand when you visit the website);
•
by toll-free telephone at 1-800-690-6903, 24 hours a day, 7 days a week, until 11:59 pm, Eastern time, on June 11, 2024 (have your Notice of Internet Availability or proxy card in hand when you call);
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•
by completing, signing and mailing your proxy card (if you received printed proxy materials), which must be received prior to the annual meeting; or
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by attending the annual meeting virtually by visiting www.virtualshareholdermeeting.com/BLND2024, where you may vote during the meeting (have your Notice of Internet Availability or proxy card in hand when you visit the website).
Street Name Stockholders
. If you are a street name stockholder, then you will receive voting instructions from your broker, bank, or other nominee. You must follow the instructions provided by your broker, bank, or other nominee in order to instruct them on how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, then you may not vote your shares at the annual meeting unless you obtain a legal proxy from your broker, bank, or other nominee.
What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?
Stockholder of Record
. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:
•
“FOR” the election of each director nominee named in this Proxy Statement; and
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“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.
Street Name Stockholders
. Brokers, banks and other nominees holding shares of Class A common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Because that proposal is routine, we do not expect any broker non-votes regarding it. Your broker, bank or other nominee will not have discretion to vote on our other proposal, which is considered a non-routine matter, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on our sole non-routine matter, then those shares will be treated as broker non-votes with respect to the non-routine proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on the proposal.
Can I change my vote or revoke my proxy?
Stockholder of Record
. If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:
•
entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);
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completing and returning a later-dated proxy card, which must be received prior to the annual meeting;
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delivering a written notice of revocation to our corporate secretary at Blend Labs, Inc., 415 Kearny Street, San Francisco, California 94108, Attention: Corporate Secretary, which must be received prior to the annual meeting; or
•
attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).
Street Name Stockholders
. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.
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What do I need to do to attend the annual meeting?
We will be hosting the annual meeting via webcast only. You will be able to attend the annual meeting virtually, submit your questions during the meeting and
vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/BLND2024.
To attend and participate in the annual meeting, you will need the control number included on your Notice of Internet Availability or proxy card. The annual meeting live audio webcast will begin promptly at 11:00 a.m., Pacific time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m., Pacific time, and you should allow ample time for the check-in procedures.
How can I get help if I have trouble checking in or listening to the annual meeting online?
If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Nima Ghamsari, our Head of Blend, Co-Founder, and Chair, Amir Jafari, our Head of Finance and Administration, and Winnie Ling, our Head of Legal and People, have been designated as proxy holders for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If a proxy is dated, executed, and returned, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holders will use their own judgment to determine how to vote your shares with respect to which they hold a proxy. If you have granted a proxy and the annual meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.
Who will count the votes?
A representative
of Broadridge Financial Solutions w
ill tabulate the votes and act as inspector of election.
How can I contact Blend’s transfer agent?
You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at (800) 736-3001, or by writing Computershare Trust Company, N.A., at P.O. Box 43006, Providence, RI, 02940-3006. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at www.computershare.com/investor.
How are proxies solicited for the annual meeting and who is paying for such solicitation?
Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.
Where can I find the voting results of the annual meeting?
We anticipate announcing preliminary voting results at the annual meeting. We will also disclose voting results on a Current Report on Form 8-K (a “Form 8-K”) that we will file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the meeting. If final voting results are not available to us in time to timely file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.
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Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?
In accordance with the rules of the SEC we have elected to furnish our proxy materials, including this Proxy Statement and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.
What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?
If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.
I share an address with another stockholder, and we received only one copy of the Notice of Internet Availability or Proxy Statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or Proxy Statement and annual report?
We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the Proxy Statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the Proxy Statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or Proxy Statement and annual report, as applicable, you may contact us as follows:
Blend Labs, Inc.
Attention: Investor Relations
415 Kearny Street
San Francisco, California 94108
Tel: (650) 550-4810
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Composition of the Board
Our board of directors currently consists of eight directors, six of whom are independent under the listing standards of the New York Stock
Exchange (the “NYSE”) and following the annual meeting, our board of directors will consist of seven directors. At each annual meeting of stockholders, directors are elected for a one-year term and until their successors are duly elected and qualified. As previously disclosed, Ciara Burnham, Erin James Collard and Ann Mather will not be standing for election at the annual meeting. Brian Sheth, Bryan E. Sullivan, and Eric Woersching will be standing for election by stockholders for the first time at the annual meeting. We thank Mses. Burnham and Mather as well as Mr. Collard for their dedicated service to the Company.
The following table sets forth the names, ages as of March 31, 2024, and certain other information for each of our director nominees, as well as current members of our board of directors whose terms will not continue after the annual meeting:
| Name | Age | Position(s) | Director Since | |||||||||||||||||
| Director Nominees | ||||||||||||||||||||
| Nima Ghamsari | 38 | Head of Blend, Co-Founder, and Chair | 2012 | |||||||||||||||||
| Gerald Chen(1)(2) | 49 | Director | 2017 | |||||||||||||||||
| Erin Lantz(1)(3) | 44 | Director | 2023 | |||||||||||||||||
| Timothy J. Mayopoulos | 65 | Director | 2019 | |||||||||||||||||
| Brian Sheth(1) | 48 | Director | 2024 | |||||||||||||||||
| Bryan E. Sullivan | 47 | Director Nominee | — | |||||||||||||||||
| Eric Woersching | 40 | Director Nominee | — | |||||||||||||||||
| Non-Continuing Directors | ||||||||||||||||||||
| Ciara Burnham(1)(3) | 57 | Director | 2021 | |||||||||||||||||
| Erin James Collard(1) | 44 | Director | 2015 | |||||||||||||||||
| Ann Mather(3) | 63 | Director | 2019 | |||||||||||||||||
_______________________________
(1)
Member of Compensation Committee.
(2)
Member of Nominating and Corporate Governance Committee.
(3)
Member of Audit Committee.
(4)
In April 2024, our board of directors, at the recommendation of the Nominating Committee, nominated Messrs. Sullivan and Woersching for election as members of our board of directors at the annual meeting.
Nominees for Director
Nima Ghamsari
. Mr. Ghamsari is one of our co-founders and has served as Head of Blend and a member of our board of directors since May 2012. He previously worked at Palantir Technologies, a software company. Mr. Ghamsari holds a B.S. in Computer Science from Stanford University.
Mr. Ghamsari was selected to serve on our board of directors because of the perspective and experience he brings as Head of Blend and one of our co-founders. Mr. Ghamsari also has extensive experience in financial services and the banking industry, as well as expertise in technology, and sales and marketing.
Gerald Chen
. Mr. Chen has served as a member of our board of directors since July 2017. He has been a General Partner at Greylock Partners, a venture capital firm, since June 2013. Mr. Chen has served as a member of the board of directors of Truera, a startup developing a machine learning model intelligence platform, since April 2019, Chronosphere, a cloud native monitoring tool, since July 2019, Cato Networks, a network security company, since July 2016, and also serves on the board of directors of several other private companies. Mr. Chen holds a B.S. in Industrial Engineering from Stanford University and an M.B.A. from Harvard Business School.
Mr. Chen was selected to serve on our board of directors because of his extensive experience with technology companies and in the venture capital industry, including with respect to M&A, investments and integration.
Erin Lantz.
Ms. Lantz has served on our board of directors since January 2023. Ms. Lantz has served as the Chief Revenue Officer of Ethos, a fintech company specializing in life insurance since April 2020. She was also the Vice President and
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General Manager of Mortgages at Zillow Group, Inc., an online real estate database company, where she worked from 2010 through October 2019. She currently serves on the board of TrueCar, a leading digital automotive marketplace. From September 2016 until August 2018, Ms. Lantz served on the board of directors of Washington Federal, Inc., a bank holding company, and from July 2021 until December 2022, she served on the board of directors of Shelter Acquisition Corp., a special-purpose acquisition company focused on the property technology industry. Ms. Lantz holds a B.A. in Political Science, Philosophy and Economics from the University of Pennsylvania and an M.B.A. from Harvard Business School.
Ms. Lantz was selected to serve on the board of directors because of her financial, banking, and technology expertise, as well as her M&A, investments and integration expertise. Ms. Lantz also has experience serving on public company boards, and in sales and marketing, and regulatory, governmental and legal matters.
Timothy J. Mayopoulos
. Mr. Mayopoulos has served as a member of our board of directors since April 2019. Mr. Mayopoulos previously served as our President from January 2019 to March 2023. He served as the President and Chief Executive Officer of Silicon Valley Bridge Bank, N.A. in March 2023, and as the President and Chief Executive Officer of Fannie Mae, a government-sponsored enterprise, from June 2012 to October 2018, having previously served in various other roles, including as its Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary from April 2009 to June 2012. Mr. Mayopoulos also previously held senior roles at various financial institutions, including Bank of America, Deutsche Bank, Credit Suisse First Boston, and Donaldson, Lufkin & Jenrette. Mr. Mayopoulos has served on the board of directors of Science Applications International Corporation, a technology integrator for federal civilian, defense and national security agencies, since January 2015 and LendingClub Corporation, a digital marketplace bank, since August 2016. Mr. Mayopoulos holds an A.B. in English from Cornell University and a J.D. from the New York University School of Law.
Mr. Mayopoulos was selected to serve on our board of directors because of his financial expertise and experience in financial services and the banking industry, including from serving as an executive and director at public companies, as well as his expertise in M&A, investments and integration. Mr. Mayopoulos also has experience in risk and cybersecurity matters, sales and marketing, and regulatory, governmental and legal matters.
Brian Sheth
. Mr. Sheth is the Founder of Haveli Investments, an Austin-based private equity firm that seeks to invest in the highest quality companies in the technology sector with a focus on software, gaming, and adjacent industries, and has served as its Chief Investment Officer and Senior Managing Director since September 2022. Brian has spent nearly twenty-five years investing in technology businesses. His experience includes direct involvement in hundreds of investments and dispositions valued at over $100 billion, mentoring hundreds of entrepreneurs, executives and investors, and serving as board chairman for dozens of companies. Before founding Haveli Investments, Brian was the President of Vista Equity Partners, a private equity firm, from March 2000 until November 2020. After graduating from The Wharton School at the University of Pennsylvania with a BS in Economics and prior to Vista, Brian worked at Bain Capital, Goldman Sachs and Deutsche Bank.
Mr. Sheth was selected to serve on our board of directors because of his extensive experience with technology companies and in the financial and banking industry, including with respect to M&A, investments
and
integration.
Bryan E. Sullivan
. Mr. Sullivan currently serves as the Chief Operating Officer and Chief Financial Officer of Identity Intelligence Group, LLC, a financial intelligence company specializing in identity theft protection, credit monitoring and financial education, since May 2021. Mr. Sullivan also currently serves as a member of the board of directors of LendingUSA, a consumer lending company, since August 2020, and as an Advisory
Board
Member and Senior Advisor of Americor Financial, a consumer debt solutions company, since February 2020. Mr. Sullivan has served as the EVP, Chief Financial Officer of loanDepot, LLC, a mortgage lending company, from October 2015 to December 2019, and as its EVP, Chief Investment & Strategy Officer from September 2013 to October 2015. Mr. Sullivan holds a Bachelor of Accountancy from the University of San Diego.
Mr. Sullivan was selected to serve on our board of directors because of his financial and technology expertise, as well as his M&A, investments and integration expertise. Mr. Sullivan also has extensive experience with financial and technology companies.
Eric Woersching
. Mr. Woersching currently serves as a private consultant for early stage software companies, where he focuses on corporate strategy, FP&A, analytics, operations and executive recruiting. Mr. Woersching previously served as the Vice President of Revenue Operations at EasyPost, a shipping API company, from January 2020 to January 2022, where he was responsible for analytics, operations and corporate strategy, and Senior Advisor to the CEO from February
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2022 to September 2022, where he focused on corporate development, M&A and fundraising. Mr. Woersching was a general partner at Initialized Capital, a venture capital firm, from January 2017 to December 2019, where he served on the board of directors of several private technology companies. He has also served as a member of the board of directors of Palantir Technologies Inc., a software and data analytics company, since June 2022. Mr. Woersching holds both a B.S. and M.S. in Electrical Engineering from Stanford University and is a Chartered Financial Analyst.
Mr. Woersching has been selected to serve on our board of directors due to his financial and technology expertise, as well as his M&A, investments and integration expertise, and because of his experience as a venture capitalist, his experience as a director of public and private technology companies, and his extensive operational experience at multiple technology companies.
Non-Continuing Directors
Ciara Burnham
. Ms. Burnham has served as a member of our board of directors since December 2021. She has been a Senior Advisor for Conversion Capital, a venture capital firm, since February 2023. Ms. Burnham served as a member of the board of directors of AppHarvest, a sustainable food company, from April 2021 to October 2022. Ms. Burnham previously served as an advisor to Athena Technology Acquisition Corp., a special purpose acquisition company, from March 2021 through December 2021. Ms. Burnham previously served as a senior
advisor
, partner and member of the management committee of QED Investors, a venture capital firm, from January 2019 to December 2020, and in various positions at Evercore, an investment banking company, from 1997 to January 2019, including as Senior Managing Director and Chief Executive Officer of Evercore Trust Company, N.A. Ms. Burnham received an A.B. from Princeton University and an M.B.A from the Columbia Business School.
Ms. Burnham was selected to serve on our board of directors because of her financial, banking, and technology expertise and experience serving on boards of public companies, as well as her M&A, investments and integration expertise.
Erin James Collard
. Mr. Collard is one of our co-founders and has served as a member of our board of directors since August 2015. Previously, Mr. Collard served as our Chief Financial Officer from January 2013 to September 2018. He has been a Partner at Conversion Capital, a venture capital firm, from January 2021 to April 2023, and an advisor since April 2023. He is a co-founder of V0 Inc., a financial technology platform, since April 2023. He has over a decade of financial and technology experience, having served as both head trader and managing director at Clarium Capital Management LLC, an investment management and hedge fund company. Mr. Collard holds a B.A. in Economics from the University of Sheffield and an M.Sc. in Economics from the University of Warwick.
Mr. Collard was selected to serve on our board of directors because of the perspective and experience he brings as one of our co-founders. Mr. Collard also has extensive experience in financial services and the banking industry, as well as M&A, integration and investments expertise.
Ann Mather
. Ms. Mather has served on our board of directors since June 2019. Ms. Mather served as Executive Vice President and Chief Financial Officer of Pixar Animation Studios from September 1999 to April 2004. Ms. Mather has served as a member of the board of directors of Netflix, Inc., a streaming media company, since June 2010, Bumble Inc., an online dating app, since March 2020. Ms. Mather has also served as an independent trustee to the Dodge & Cox Funds board of trustees since 2011 and previously served as a member of the board of directors of Alphabet, Inc., a global technology company, from November 2005 to October 2023, Arista Networks, Inc., a computer networking company, from July 2013 to May 2022, Airbnb, Inc., a vacation rental online marketplace company, from August 2018 to December 2021, Shutterfly, Inc., an internet-based image publishing company, from May 2013 to September 2019, and Glu Mobile, Inc., a publisher of mobile games, from September 2005 to February 2021. Ms. Mather holds a Master of Arts from the University of Cambridge, and is an honorary fellow of Sidney Sussex College, Cambridge and a chartered accountant.
Ms. Mather was selected to serve on our board of directors because of her background serving as a finance executive at a number of technology companies and her experience serving as a director of various private and public companies. Ms. Mather also has expertise in risk and cybersecurity matters.
The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly
8
relies. Not having a mark does not mean the director nominee does not possess that qualification or skill. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.
| Director Nominee Qualifications | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Director |
Current or Former Blend
Executive / Founder |
Senior
Public Company Executive |
Public
Company Board Expertise |
Financial /
Banking Expertise |
Technology
Expertise |
Risk /
Cyber Expertise |
Sales /
Marketing Expertise |
Regulatory /
Government / Legal Expertise |
M&A /
Investments / Integration Expertise
Gerald Chen
|
|
|
|
|
✔
|
|
|
|
✔
|
Erin Lantz
|
|
|
✔
|
✔
|
✔
|
|
✔
|
✔
|
✔
|
Nima Ghamsari
|
✔
|
|
|
✔
|
✔
|
|
✔
|
|
|
Timothy J. Mayopoulos
|
✔
|
✔
|
✔
|
✔
|
|
✔
|
✔
|
✔
|
✔
|
Brian Sheth
|
|
|
|
✔
|
✔
|
|
|
|
✔
|
Bryan E. Sullivan
|
|
|
|
✔
|
✔
|
|
|
|
✔
|
Eric Woersching
|
|
|
✔
|
✔
|
✔
|
|
|
|
✔
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
| Ciara Burnham | 287,300 | 22,100 | 6,348 | 315,748 | ||||||||||||||||||||||
| Gerald Chen | 287,300 | 22,100 | — | 309,400 | ||||||||||||||||||||||
| Erin James Collard | 264,417 | 18,416 | 250 | 283,083 | ||||||||||||||||||||||
| Roger Ferguson, Jr.(2) | — | — | — | — | ||||||||||||||||||||||
| Erin Lantz | 287,300 | 22,100 | 487 | 309,887 | ||||||||||||||||||||||
| Ann Mather | 150,000 | 315 | 150,315 | |||||||||||||||||||||||
| Timothy Mayopoulos(3) | 239,417 | 18,416 | 5,340 | 263,173 | ||||||||||||||||||||||
_______________________________
(1)
The amount reported represents the aggregate grant-date fair value of restricted stock units (the "RSUs") awarded to the directors in 2023, calculated based on the closing price of our Class A common stock on the date of grant, or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions.
(2)
Mr. Ferguson, Jr. resigned from our board of directors in January 2023.
(3)
In connection with his departure as our President in March 2023, Mr. Mayopoulos agreed to the cancellation of his unvested equity awards and to receive compensation as a non-employee director in accordance with the Policy on a go-forward basis.
The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023:
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name |
Grant
Date |
Number of Shares
Underlying Unexercised Option Awards |
Option
Exercise Price |
Option
Expiration Date |
Number of Shares
Underlying Outstanding RSUs
Ciara Burnham
|
|
|
1/31/2022
(1)
|
4,604
|
|
|
$
|
7.96
|
|
|
1/31/2032
|
|
—
|
|
|
|
2/28/2022
(1)
|
5,682
|
|
|
$
|
8.53
|
|
|
2/28/2032
|
|
—
|
|
|
|
3/31/2022
(1)
|
4,913
|
|
|
$
|
5.70
|
|
|
3/31/2032
|
|
—
|
|
|
|
4/29/2022
(1)
|
5,523
|
|
|
$
|
4.31
|
|
|
4/29/2032
|
|
—
|
|
|
|
5/31/2022
(1)
|
7,934
|
|
|
$
|
3.38
|
|
|
5/31/2032
|
|
—
|
|
|
|
6/30/2022
(1)
|
10,664
|
|
|
$
|
2.36
|
|
|
6/30/2032
|
|
—
|
|
|
|
7/31/2022
(1)
|
13,390
|
|
|
$
|
2.64
|
|
|
7/31/2032
|
|
—
|
|
|
|
8/31/2022
(1)
|
15,069
|
|
|
$
|
3.15
|
|
|
8/31/2032
|
|
—
|
|
|
|
9/30/2022
(1)
|
13,968
|
|
|
$
|
2.21
|
|
|
9/30/2032
|
|
—
|
|
|
|
10/31/2022
(1)
|
14,923
|
|
|
$
|
2.51
|
|
|
10/31/2032
|
|
—
|
|
|
|
11/30/2022
(1)
|
18,275
|
|
|
$
|
1.32
|
|
|
11/30/2032
|
|
—
|
|
|
|
12/31/2022
(1)
|
21,275
|
|
|
$
|
1.44
|
|
|
12/31/2032
|
|
—
|
|
|
|
12/20/2023
(1)
|
—
|
|
|
—
|
|
—
|
|
|
10,000
(3)
Gerald Chen
|
|
|
1/31/2022
(1)
|
6,139
|
|
|
$
|
7.96
|
|
|
1/31/2032
|
|
—
|
|
|
|
2/28/2022
(1)
|
7,576
|
|
|
$
|
8.53
|
|
|
2/28/2032
|
|
—
|
|
|
|
3/31/2022
(1)
|
6,551
|
|
|
$
|
5.70
|
|
|
3/31/2032
|
|
—
|
|
|
|
4/29/2022
(1)
|
7,364
|
|
|
$
|
4.31
|
|
|
4/29/2032
|
|
—
|
|
|
|
5/31/2022
(1)
|
10,579
|
|
|
$
|
3.38
|
|
|
5/31/2032
|
|
—
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
6/30/2022
(1)
|
14,218 | $ | 2.36 | 6/30/2032 | — | ||||||||||||||||||||||||||||||
|
7/31/2022
(1)
|
17,853 | $ | 2.64 | 7/31/2032 | — | ||||||||||||||||||||||||||||||
|
8/31/2022
(1)
|
20,092 | $ | 3.15 | 8/31/2032 | — | ||||||||||||||||||||||||||||||
|
9/30/2022
(1)
|
18,624 | $ | 2.21 | 9/30/2032 | — | ||||||||||||||||||||||||||||||
|
10/31/2022
(1)
|
19,897 | $ | 2.51 | 10/31/2032 | — | ||||||||||||||||||||||||||||||
|
11/30/2022
(1)
|
24,367 | $ | 1.32 | 11/30/2032 | — | ||||||||||||||||||||||||||||||
|
12/31/2022
(1)
|
28,366 | $ | 1.44 | 12/31/2032 | — | ||||||||||||||||||||||||||||||
|
12/20/2023
(1)
|
— | — | — |
10,000
(3)
|
|||||||||||||||||||||||||||||||
| Erin James Collard |
10/26/2015
(2)
|
222,222 |
(4)
|
$ | 0.45 | 10/26/2025 | — | ||||||||||||||||||||||||||||
|
4/18/2016
(2)
|
66,666 |
(4)
|
$ | 0.54 | 4/18/2026 | — | |||||||||||||||||||||||||||||
|
2/8/2017
(2)
|
53,333 |
(4)
|
$ | 0.54 | 2/8/2027 | — | |||||||||||||||||||||||||||||
|
2/14/2018
(2)
|
100,000 |
(4)
|
$ | 0.87 | 2/14/2028 | — | |||||||||||||||||||||||||||||
|
3/31/2021
(2)
|
93,240 |
(4)
|
$ | 8.58 | 3/31/2031 | — | |||||||||||||||||||||||||||||
|
12/20/2023
(1)
|
— | — | — |
10,000
(3)
|
|||||||||||||||||||||||||||||||
| Roger Ferguson, Jr. |
3/31/2021
(2)
|
34,965 |
(4)
|
$ | 8.58 | 3/31/2031 | — | ||||||||||||||||||||||||||||
|
4/29/2022
(1)
|
4,912 | $ | 4.31 | 4/29/2032 | — | ||||||||||||||||||||||||||||||
|
5/31/2022
(1)
|
7,056 | $ | 3.38 | 5/31/2032 | — | ||||||||||||||||||||||||||||||
|
6/30/2022
(1)
|
9,484 | $ | 2.36 | 6/30/2032 | — | ||||||||||||||||||||||||||||||
|
7/31/2022
(1)
|
11,908 | $ | 2.64 | 7/31/2032 | — | ||||||||||||||||||||||||||||||
|
8/31/2022
(1)
|
13,401 | $ | 3.15 | 8/31/2032 | — | ||||||||||||||||||||||||||||||
|
9/30/2022
(1)
|
12,422 | $ | 2.21 | 9/30/2032 | — | ||||||||||||||||||||||||||||||
|
10/31/2022
(1)
|
13,271 | $ | 2.51 | 10/31/2032 | — | ||||||||||||||||||||||||||||||
|
11/30/2022
(1)
|
16,253 | $ | 1.32 | 11/30/2032 | — | ||||||||||||||||||||||||||||||
|
12/31/2022
(1)
|
18,920 | $ | 1.44 | 12/31/2032 | — | ||||||||||||||||||||||||||||||
| Erin Lantz |
12/20/2023
(1)
|
— | — | — |
10,000
(3)
|
||||||||||||||||||||||||||||||
| Ann Mather | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Timothy J. Mayopoulos |
1/25/2019
(2)
|
2,922,480 |
(4)
|
$ | 1.29 | 1/25/2029 | — | ||||||||||||||||||||||||||||
|
2/23/2022
(1)
|
113,658 |
(4)
|
$ | 8.45 | 2/23/2032 | — | |||||||||||||||||||||||||||||
|
12/20/2023
(1)
|
— | — | — |
8,333
(3)
|
|||||||||||||||||||||||||||||||
_______________________________
(1)
Equity award granted pursuant to our 2021 Plan.
(2)
Equity award granted pursuant to our 2012 Stock Plan (the “2012 Plan”).
(3)
The RSUs were fully vested as of the grant date.
(4)
The shares subject to this option are fully vested and immediately exercisable.
Annual Retainer
Pursuant to the terms of the Policy, each non-employee director who has not entered into a letter agreement with us that governs his or her compensation as a non-employee director (an “Outside Director Letter”) is eligible to receive an annual retainer of $300,000, (the “Annual Retainer”), for services performed during the then-current calendar year. There are no per-meeting attendance fees for attending board of directors meetings. The Annual Retainer is paid as follows: 50% of the Annual Retainer is paid in cash (the “Cash Retainer”) and 50% of the Annual Retainer is in the form of RSUs (the “Retainer RSUs”). The Cash Retainer is paid in approximately equal monthly installments during the then-current calendar year, subject to the individual continuing to remain a non-employee director on the applicable payment date. If an individual first becomes a non-employee director after January 1 of any calendar year, such non-employee director will receive a pro-rated portion of the Annual Retainer based on the number of calendar months remaining in the calendar year in which the individual first becomes a non-employee director (with the month the individual first becomes a non-employee director counted as a remaining calendar month) and such pro-rated Annual Retainer will be subject to the same split between cash and Retainer RSUs as described above.
Non-employee directors who have entered into an Outside Director Letter are eligible to receive the full Cash Retainer, but are not eligible to receive the Retainer RSUs until the equity award or other compensation referenced in the Outside Director Letter has fully vested or been earned (and in the year such compensation has fully vested or been earned, the non-employee director will receive a pro-rated number of Retainer RSUs based on the number of calendar months remaining in such year).
Retainer RSUs
17
The number of shares of Class A common stock subject to the Retainer RSUs are equal to the quotient of (i) 50% of the Annual Retainer (or pro-rated Annual Retainer, as applicable), divided by (ii) the average fair market value of a share of our Class A common stock for the 30 consecutive trading days ending on the last trading day of the month immediately prior to the month that includes the grant date (the “Stock Value”).
For then-current non-employee directors, Retainer RSUs are granted on or around December 20 of the then-current calendar year for services performed as a non-employee director in the same calendar year. Non-employee directors whose service terminates prior to December 20, but have served as a non-employee director in the same calendar year will be eligible to receive a pro-rated number of Retainer RSUs granted on the fifth calendar day prior to the scheduled termination date. Retainer RSUs will be fully vested as of the grant date.
Minimum Value for Retainer RSUs
For non-employee directors who have not entered into an Outside Director Letter, if the Stock Value on the date of grant is less than $1.50, then the non-employee director receives 10,000 Retainer RSUs for a full calendar year and the remainder of the Retainer RSU value is paid in cash (or, if the non-employee director is receiving a pro-rated number of Retainer RSUs, a pro-rated number of 10,000 Retainer RSUs with the remainder paid in cash). Any cash payment in lieu of Retainer RSUs will be made no later than the 15th of the month following the date of grant, subject to the individual continuing to remain a non-employee director on the applicable payment date.
Amended Policy – Changes for 2024
The Amended Policy will become effective on the date of the annual meeting. Under the Amended Policy, each non-employee director will receive the cash and equity compensation for services on the board of directors as described below. The Amended Policy provides that no non-employee director may be issued in any fiscal year, cash payments or equity awards with a combined value greater than $500,000 (decreased from the $800,000 maximum annual limit in the Policy). Any equity awards or other compensation granted to an individual for their services as an employee, or for their services as a consultant (other than as a non-employee director) will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
Cash Compensation
Effective as of the effective date of the Amended Policy, each non-employee director will be paid an annual cash retainer of $35,000. There are no per-meeting attendance fees for attending board of director meetings.
Additionally, effective as of the effective date of the Amended Policy, each non-employee director who serves as chair or a member of a committee of the board of directors will be paid additional annual fees as follows:
•
$20,000 for service as chair of the Audit Committee;
•
$10,000 for service as a member of the Audit Committee (other than as chair);
•
$10,000 for service as chair of the Nominating and Corporate Governance Committee;
•
$5,000 for service as a member of the nominating and Corporate Governance Committee (other than as chair);
•
$15,000 for service as chair of the Compensation Committee; and
•
$7,500 for service as a member of the Compensation Committee.
Each annual cash retainer and additional annual fee will be paid quarterly in arrears on a prorated basis to each non-employee director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter.
Equity Compensation
Initial Award
. Subject to the annual limitations contained in the Amended Policy, each individual who first becomes a non-employee director following the effective date of the Amended Policy will receive, on the first trading day on or after the date on which such individual first becomes a non-employee director, an award of RSUs covering a number of shares of our Class A common stock equal to the product of (i) 50,000, multiplied by (ii) a fraction with a numerator equal to the number of calendar days between (and including) the date the individual first becomes a non-employee director and the date of the next annual meeting of our stockholders, and a denominator equal to 365, rounded down to the nearest whole share (the “Initial Award”). The Initial Award will vest on the day prior to the date of the annual meeting of our stockholders next following the Initial Award’s grant date,
subject to the non-employee director’s continued service
18
through the applicable vesting date
. If an individual was a member of our board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle them to an Initial Award.
Annual Award
. S
ubject to the annual limitations contained in the Amended Policy, on the date of each annual meeting of our stockholders on and
following
the effective date of the Amended Policy, each non-employee director automatically will receive an award of RSUs (the “Annual Award”) covering 50,000 shares of our Class A common stock. Each Annual Award will vest on the earlier of the one-year anniversary of the Annual Award’s grant date, or the day prior to the date of the annual meeting of our stockholders next following the Annual Award’s grant date, subject to the non-employee director’s continued service through the applicable vesting date. Non-employee members of the board of directors who are continuing as non-employee directors following the annual meeting will not receive the Retainer RSUs referenced in the Policy as compensation for their services on the board of directors for 2024, but will instead be eligible to receive an Annual Award pursuant to the terms of the Amended Policy.
In the event of a “change in control” as defined in our 2021 Plan, each non-employee director will fully vest in their outstanding company equity awards, unless specifically provided otherwise in the applicable award agreement, a company policy related to director compensation, or other written agreement between the non-employee director and us.
2024 Director Compensation Matters
As previously disclosed, Ann Mather will not be standing for election at the annual meeting. On April 29, 2024 our board of directors took action to accelerate the vesting of the final vesting tranche of a stock option granted to Ms. Mather on July 30, 2019, such that 16,655 shares of our Class A common stock subject to the option will accelerate effective at the close of the annual meeting. Additionally, Erin James Collard and Ciara Burnham, who are not standing for election at the annual meeting, will receive Retainer RSUs on a pro-rated basis pursuant to the terms of the Policy as compensation for their services as non-employee directors in 2024. Ms. Mather will not receive any Retainer RSUs as she was not eligible to receive Retainer RSUs pursuant to the terms of the Policy.
19
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our board of directors currently consists of eight directors. At the annual meeting, seven directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Following the annual meeting, our board of directors will consist of seven directors.
Nominees
Our Nominating and Corporate Governance Committee has recommended, and our board of directors has approved,
Nima Ghamsari, Gerald Chen, Erin Lantz, Timothy J. Mayopoulos, Brian Sheth, Bryan E. Sullivan, and Eric Woersching
as nominees for election as directors at the annual meeting. Except for Messrs. Sullivan and Woersching, each of the nominees is a current member of our board of directors, and Mr. Sheth is standing for election for the first time by stockholders. Messrs. Sullivan and Woersching were introduced to our board of directors by Mr. Ghamsari and Mr. Sheth was nominated pursuant to our agreement with Haveli as described above under “Agreement with Haveli." For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”
Each of the nominees
has agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy.
Vote Required
Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.
Board of Directors Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
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PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2024. PwC served as our independent registered public accounting firm for the fiscal year ended December 31, 2023.
At the annual meeting, we are asking our stockholders to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Our Audit Committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC, and even if our stockholders ratify the appointment, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of PwC, then our Audit Committee may reconsider the appointment. One or more representatives of PwC are expected to be present at the annual meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees billed or to be billed by PwC, our independent registered public accounting firm for the fiscal year ended December 31, 2023, and for professional services rendered with respect to the fiscal years ended December 31, 2023, and Ernst & Young LLP ("EY"), our independent registered public accounting firm for the fiscal year ended December 31, 2022, and for professional services rendered with respect to the fiscal year ended December 31, 2022. All of these services were approved by the Audit Committee.
| 2023 | 2022 | ||||||||||
|
Audit Fees(1)
|
$ | 1,824,746 | $ | 3,943,199 | |||||||
|
Audit-Related Fees
|
— | — | |||||||||
|
Tax Fees(2)
|
15,909 | — | |||||||||
|
All Other Fees(3)
|
2,900 | 4,744 | |||||||||
|
Total Fees
|
$ | 1,843,555 | $ | 3,947,943 | |||||||
_______________________________
(1)
“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)
“Tax Fees” consist of fees for professional services for tax compliance, tax advice and tax planning.
(3)
“All Other Fees” consist of fees billed in connection with our subscription to a research tools offered by PwC in 2023 and EY in 2022.
Auditor Independence
In 2022 and 2023, there were no other professional services provided by EY, and no other professional services provided by PwC, other than those listed above, respectively, that would have required our Audit Committee to consider their compatibility with maintaining the independence of EY or PwC, respectively.
Change in Independent Registered Public Accounting Firm
On April 5, 2023, the Audit Committee dismissed EY, our independent registered public accounting firm for the fiscal year ended December 31, 2022. EY’s audit reports on our consolidated financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period from January 1, 2023 through April 5, 2023, there were: (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between us and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY’s satisfaction, would have caused
21
EY to make reference to the subject matter of such disagreements in connection with its reports on our consolidated financial statements for such years; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in our internal controls over financial reporting related to the valuation of intangible assets acquired in our Title365 business combination, as first disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which material weakness has been remediated as of December 31, 2022.
We previously provided EY with a copy of the disclosures above and requested that EY furnish us with a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of EY’s letter, dated April 6, 2023, is filed as Exhibit 16.1 to our Current Report on Form 8-K, filed with the SEC on April 6, 2023.
On April 5, 2023, the Audit Committee approved the engagement of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately.
During the fiscal years ended December 31, 2022 and December 31, 2021, and the subsequent interim period from January 1, 2023 through April 5, 2023, neither we nor anyone on our behalf has consulted with PwC regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that PwC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit Committee is required to pre-approve all services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All services provided by EY for the fiscal year ended December 31, 2022 and by PwC for the fiscal year ended December 31, 2023 were pre-approved by our Audit Committee. All services provided by PwC for the fiscal year ending December 31, 2024 have been pre-approved by our Audit Committee in compliance with this policy.
Vote Required
The ratification of the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. Abstentions will have the same effect as a vote AGAINST this proposal.
Board of Directors Recommendation
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PwC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2024.
22
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is a committee of the board of directors comprised solely of independent directors as required by the NYSE listing rules and the rules and regulations of the SEC. The Audit Committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to Blend’s financial reporting process, Blend’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Blend’s consolidated financial statements. Blend’s independent registered public accounting firm for Blend’s fiscal year ended December 31, 2023, PricewaterhouseCoopers LLP, is responsible for performing an independent audit of Blend’s consolidated financial statements for such fiscal year. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare Blend’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:
•
reviewed and discussed the audited consolidated financial statements with management and PricewaterhouseCoopers LLP;
•
discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), and the SEC; and
•
received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.
Based on the review and discussions noted above, the Audit Committee recommended to the board of directors that the audited consolidated financial statements be included in Blend’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.
Respectfully submitted by the members of the Audit Committee of the board of directors:
Ann Mather (Chair)
Ciara Burnham
Erin Lantz
This Audit Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Blend under the Securities Act of 1933, as amended, (the “Securities Act”), or the Exchange Act, except to the extent Blend specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.
23
EXECUTIVE OFFICERS
The following table sets forth certain information about our executive officers as of March 31, 2024.
| Name | Age | Position | ||||||||||||
|
Nima Ghamsari
|
38 | Head of Blend, Co-Founder, and Chair | ||||||||||||
|
Amir Jafari
|
46 | Head of Finance and Administration | ||||||||||||
|
Brian Kneafsey
|
53 | Head of Revenue | ||||||||||||
|
Winnie Ling
|
38 | Head of Legal and People | ||||||||||||
For the biography of Mr. Ghamsari, see “Nominees for Director.”
Amir Jafari
. Mr. Jafari has served as our Head of Finance and Administration since March 2023. Prior to joining us, Mr. Jafari served as Chief Financial Officer of Plastiq Inc., a financial technology company, from 2021 until 2023. Mr. Jafari previously served as the Chief Financial Officer for Reputation.com, a customer experience management company, from 2020 to 2021. From 2015 until 2020, Mr. Jafari served as a Sr. Director of Accounting Operations, Vice President of Finance & Corporate Controller and finally Vice President and General Manager of the Finance and Legal business at ServiceNow, Inc., a cloud computing software company. From 2010 until 2015, Mr. Jafari served as Director of Finance (Sales) and Senior Director of Finance and Assistant Controller at Atmel Corporation, a semiconductor company. Mr. Jafari started his career in 2000 and served companies spanning distribution, consumer electronics and semiconductor industries. Mr. Jafari received a B.A. from San Diego State University and an M.B.A. from San Jose State University.
Brian Kneafsey
. Mr. Kneafsey has served as our Head of Revenue since December 2023. Mr. Kneafsey previously served as Revenue Lead, Financial Services at Plaid Inc., a financial and banking services company, from December 2022 until July 2023 and as the Head of Sales of Doxel.ai, a construction software company, from May 2021 until June 2021. From July 2017 until January 2020, Mr. Kneafsey served as our Head of Revenue and Customer Success and our Head of Sales from February 2016 until July 2017. Mr. Kneafsey started his career in 1996 and served companies spanning the technology industry. Mr. Kneafsey received a B.A. from Santa Clara University.
Winnie Ling.
Ms. Ling has served as our Head of Legal since February 2023 and as our Head of People since January 2024. Ms. Ling previously led our corporate, securities and M&A legal functions. Prior to joining us, from 2014 until 2021, Ms. Ling was a corporate attorney at Cravath, Swaine & Moore LLP, where she advised financial institutions, technology companies and other clients on a wide range of capital markets, financing, M&A, and other strategic matters. From 2011 until 2013, Ms. Ling was a corporate attorney at Davis Polk & Wardwell LLP, where her practice focused on corporate finance transactions for investment banks and corporate clients. Ms. Ling started her legal career in 2009, and has extensive experience in complex cross-border matters. Ms. Ling received an LL.M. from Columbia Law School as a Harlan Fiske Stone Scholar, as well as a B.Com. in finance with distinction and an LL.B. with honors from the University of New South Wales.
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EXECUTIVE COMPENSATION
Processes and Procedures for Compensation Decisions
To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving these goals.
Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Our Compensation Committee reviews and approves corporate goals and objectives relating to the compensation of our Head of Blend and other executive officers, evaluates the performance of Head of Blend and other executive officers in light of those goals and objectives and determines and approves the compensation of our Head of Blend based on such evaluation.
The Compensation Committee has also established the Section 16 Subcommittee consisting solely of independent directors and has delegated the nonexclusive authority to grant awards to any individuals eligible to receive awards under any of our former, current, and future incentive and equity-based plans in order to ensure compliance with Section 16 of the Exchange Act.
The Compensation Committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside experts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies. During the fiscal year ended December 31, 2023, our Compensation Committee, on behalf of our board of directors, retained Pearl Meyer to provide it with market information, analysis, and other advice relating to executive and director compensation on an ongoing basis. Pearl Meyer does not provide any non-compensation related services to us.
As of December 31, 2023 our named executive officers, consisting of our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer), were:
•
Nima Ghamsari, our Head of Blend, Co-Founder, and Chair;
•
Amir Jafari; our Head of Finance and Administration; and
•
Winnie Ling, our Head of Legal and People.
Summary Compensation Table
The following table sets forth information regarding the compensation reportable for our named executive officers for 2023 and 2022, as determined under SEC rules.
|
Name and Principal
Position | Year |
Salary
($) |
Bonus
($) |
Stock
Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) |
All Other
Compensation ($) |
Total
($) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Nima Ghamsari
Head of Blend, Co-Founder, and Chair
|
2023 | 405,385 | 400,000 | 6,540,000 | — | — | 7,345,385 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 325,000 | — | — | — | — | 325,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amir Jafari
Head of Finance and Administration
|
2023 | 369,231 | 1,004,000(2) | 3,600,850 | 200,000(3) | 5,000(4) | 5,179,081 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Winnie Ling
Head of Legal and People
|
2023 | 384,160 | — | 1,144,000 | — | 5,000(4) | 1,533,160 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1)
Nima Ghamsari
|
|
12/4/2019
|
|
3,229,804
|
|
(2)
|
—
|
|
2.31
|
|
|
12/4/2029
|
|
—
|
|
|
—
|
|
|
|
3/31/2021
|
|
1,954,288
|
|
(3)
|
24,102,893
|
|
8.58
|
|
|
3/31/2036
|
|
—
|
|
|
—
|
|
|
|
8/24/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,625,000
|
|
(4)
|
14,343,750
|
|
Amir Jafari
|
|
3/13/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
(5)
|
5,100,000
|
|
|
|
3/13/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
(6)
|
2,550,000
|
|
|
|
8/23/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
262,500
|
|
(7)
|
669,375
|
|
|
|
8/23/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
(6)
|
510,000
|
|
Winnie Ling
|
|
5/28/2021
|
|
62,862
|
|
(8)
|
|
|
14.01
|
|
|
5/28/2031
|
|
—
|
|
|
—
|
|
|
|
9/29/2022
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
16,875
|
|
(9)
|
43,031
|
|
|
|
3/13/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
(7)
|
318,750
|
|
|
|
8/23/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
350,000
|
|
(7)
|
892,500
|
|
|
|
8/23/2023
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
800,000
|
|
(6)
|
2,040,000
|
|
_______________________________
(1)
The market value of RSUs and PSUs, each of which are granted under our 2021 Plan, is based on the closing price of our Class A common stock on December 29, 2023, the last trading day of the 2023 fiscal year, of $2.55.
(2)
The stock option was granted pursuant to our 2012 Plan. 1/84th of the shares subject to this option vest monthly following January 1, 2020, subject to Mr. Ghamsari’s continued role as a service provider to us. If Mr. Ghamsari is subject to an involuntary termination any time after a change in control, then 100% of the then unvested shares shall immediately vest. This option is subject to an early exercise provision and is immediately exercisable.
(3)
The stock option was granted pursuant to the Stand-Alone Stock Option Agreement. The service-based vesting condition was satisfied as to 1,954,288 of the total shares of our Class A common stock underlying the option on July 16, 2021, the date of our initial public offering, with 24,102,893 shares vesting depending on the achievement of certain performance goals tied to our stock price thereafter, subject to Mr. Ghamsari’s continued role as a service provider to us. For more information on the stand-alone stock option granted to Mr. Ghamsari, see “—Founder and Head of Blend Long-Term Performance Award."
(4)
The RSUs will vest in equal quarterly increments over a four year period, subject to Mr. Ghamsari’s continued role as a service provider to us through each such date.
(5)
25% of the RSUs vested on February 20, 2024 and the remaining RSUs will vest in equal quarterly increments over a three year period, subject to Mr. Jafari’s continued role as a service provider to us through each such date.
(6)
The PSUs are eligible to vest upon the achievement of four (4) separate company stock price hurdles that must be achieved within two (2) to five (5) years following the grant date, subject to each named executive officer's continued employment with us through the applicable vesting date. For more information see "—Executive PSU Awards" below.
(7)
The RSUs will vest in equal quarterly increments over a two year period, subject to each named executive officer’s continued role as a service provider to us through each such date.
(8)
The stock option was granted pursuant to our 2012 Plan. 25% of the shares subject to this option vested on April 6, 2022, and 1/48th of the shares vest monthly thereafter, subject to Ms. Ling’s continued role as a service provider to us through each such date. This option is subject to an early exercise provision and is immediately exercisable.
(9)
The RSUs will vest in equal quarterly increments over a period of eighteen months, subject to Ms. Ling’s continued role as a service provider to us through each such date.
26
Founder and Head of Blend
Long-Term
Performance Award
In March 2021, our board of directors granted a stand-alone nonstatutory stock option to Mr. Ghamsari, covering a maximum of 26,057,181 shares of our Class A common stock, which we refer to as the Founder and Head of Blend Long-Term Performance Award. An amendment to the Founder and Head of Blend Long-Term Performance Award was approved by our board of directors on June 30, 2021 (the "Amendment"). The Founder and Head of Blend Long-Term Performance Award has an exercise price of $8.58 per share, which was the fair market value of our Class A common stock at the time of grant as determined by our board of directors. The Founder and Head of Blend Long-Term Performance Award has a 15-year term, subject to earlier termination when the shares subject to the award are no longer eligible to vest, and vests upon the satisfaction of a service condition, a liquidity-event related performance condition, and/or a performance-based market condition, as described below.
Our board of directors, in consultation with an independent compensation consultant, considered many factors in determining whether to grant the Founder and Head of Blend Long-Term Performance Award and the size and terms of the award. The board of directors considered Mr. Ghamsari’s significant ownership percentage in the company obtained primarily in connection with his co-founding of Blend and the amount of his ownership interests that were unvested as of the date of the grant in its deliberations of this award. The board of directors reviewed market data for similarly situated executives at comparable companies with an emphasis on the ownership percentage and equity value of founder chief executive officers at the time of an initial public offering. The board of directors was intent on establishing an award that would encourage long-term sustained stockholder valuation by including a long vesting schedule with post-vesting holding requirements. The Founder and Head of Blend Long-Term Performance Award is meant to support our transition to a public company while providing a meaningful incentive to Mr. Ghamsari with sustained long-term value creation for our stockholders, and minimize dilution if returns are lower than contemplated.
The Founder and Head of Blend Long-Term Performance Award has a performance period that commenced upon the expiration of the lock-up period associated with an underwritten public offering of our common stock (or certain other events detailed in the option agreement) and expires on the earlier of the 10-year anniversary of the date of grant, a change in control of the company, or Mr. Ghamsari ceasing to satisfy the service condition discussed below. Shares subject to the award that are not vested at the end of the performance period will terminate and be forfeited for no consideration.
The Founder and Head of Blend Long-Term Performance Award is divided into five tranches. In July 2021, the first tranche of 1,954,289 shares of the Founder and Head of Blend Long-Term Performance Award vested upon completion of our initial public offering. The shares in tranches two through five have a “Company Stock Price Hurdle” associated with the vesting of such tranche and none of the Company Stock Price Hurdles were achieved in 2023. The applicable performance goal must be achieved by the “Tranche Expiration Date” set forth below for any shares subject to a particular tranche to vest. Except as set forth below, on the first trading day on which the applicable performance goal is achieved, a number of shares subject to the award will vest and become exercisable equal to the “Number of Shares” corresponding to the applicable performance goal for the applicable tranche in the table below, subject to Mr. Ghamsari satisfying the service condition through the vesting date:
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETINGBOARD OF DIRECTORS AND CORPORATE GOVERNANCEComposition of the BoardNominees for DirectorControlled CompanyDirector IndependenceInvolvement in Certain Legal ProceedingsLeadership Structure of our Board of DirectorsRole of Board of Directors in Risk Oversight ProcessCommittees of our Board of DirectorsAttendance at Board and Stockholder MeetingsExecutive Sessions of Non-Employee DirectorsHedging and Stock Trading PoliciesPledging PolicyCompensation Committee Interlocks and Insider ParticipationConsiderations in Evaluating Director NomineesAgreement with HaveliStockholder Recommendations and Nominations to our Board of DirectorsCommunications with the Board of DirectorsCorporate Governance Guidelines and Code of ConductDirector CompensationPROPOSAL NO. 1: ELECTION OF DIRECTORSNomineesVote RequiredBoard of Directors RecommendationPROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFees Paid to the Independent Registered Public Accounting FirmAuditor IndependenceChange in Independent Registered Public Accounting FirmAudit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmVote RequiredBoard of Directors RecommendationREPORT OF THE AUDIT COMMITTEEEXECUTIVE OFFICERSEXECUTIVE COMPENSATIONProcesses and Procedures for Compensation DecisionsSummary Compensation TableNon-Equity Incentive Plan AwardsOutstanding Equity Awards at 2023 Year-EndExecutive Employment ArrangementsEquity Compensation Plan InformationSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTRELATED PARTY TRANSACTIONSPolicies and Procedures for Related Party TransactionsOTHER MATTERS