DEF 14A of Backblaze, Inc.
Filed Apr 14, 2025 · FY20240001140361-25-013748
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board of Directors (the “Board”) may establish the authorized number of directors from time to time by resolution. Our Board currently consists of five members. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal. Our Board is divided into three classes with staggered three-year terms. The Certificate of Incorporation and the Bylaws provide that only our Board can fill vacant directorships. Any additional directorships resulting from an increase in the authorized number of directors would be distributed pro rata among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.
Nominees
Nominees Two Class I directors have been nominated for election at the Annual Meeting, each for a three-year term expiring in 2028. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Barbara Nelson and Earl E. Fry for election as Class I directors at the Annual Meeting. The term of office of each elected Class I director will continue until such director’s term expires in 2028, or until such director’s successor has been duly elected and qualified, or the earlier of his or her death, resignation or removal. Each person nominated for election has agreed to serve if elected. Directors are elected by a plurality of the votes properly cast in person or by proxy at the meeting. This means that nominees receiving the highest number of “For” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. However, if you are a street name stockholder, which means that your shares are held by a broker, bank or other nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee.
Information Regarding the Nominees and the Continuing Directors
Information Regarding the Nominees and the Continuing Directors The biographies below include information, as of March 31, 2025, regarding the specific experience, qualifications, attributes or skills of each of our Class I, Class II and Class III directors.
Information Regarding the Nominees and the Continuing Directors
| | Class | Age | Position(s) with Backblaze | Current Term Expires | Expiration of Term for which Nominated | | Class I Nominees | | | | | | | Barbara Nelson | I | 70 | Director | 2025 | 2028 | | Earl E. Fry | I | 66 | Director | 2025 | 2028 | | Class II Continuing Director | | | | | | | Jocelyn Carter-Miller | II | 67 | Lead Independent Director | 2026 | — | | Class III Continuing Directors | | | | | | | Gleb Budman | III | 51 | Chief Executive Officer and Chairperson of the Board | 2027 | — | | Evelyn D’An | III | 63 | Director | 2027 | — |
Nominees for Class I Directors for a Term Expiring in 2028
Nominees for Class I Directors for a Term Expiring in 2028 Barbara Nelson has served as a member of the Board since October 2020. Ms. Nelson also serves as a board member of Oneview Healthcare, Plc, a publicly traded healthcare technology company, since October 2023, including Chair of the Board of Oneview Healthcare, Plc, since October 2024, and Omniscient Technology (o8t), a private company pioneering artificial intelligence (“AI”) applied to brain connectivity, since October 2022. Ms. Nelson served as an independent director for GSI Technology, a publicly traded AI semiconductor and software-as-a-service (“SaaS”) company, from August 2021 to August 2024. Ms. Nelson was the Vice President of Cloud Services, Software and Strategy for the consumer group of Western Digital Corporation, a hard disk drive manufacturer and data storage company, from May 2017 to April 2020. Prior to Western Digital Corporation, Ms. Nelson served as the General Manager and Executive Vice President of IronKey Mobile Security at Imation Corporation from 2013 to 2016. From July 2008 to March 2010, Ms. Nelson was the Chief Executive Officer and a member of the board of directors of Element Labs, a private company and from October 2003 to December 2007, she was the Chief Executive Officer and Chairperson of the board of directors of NeoScale Systems, a private company. Ms. Nelson earned her B.S. in Electrical Engineering from Stanford University. We believe that Ms. Nelson is qualified to serve as a member of the Board because of her extensive experience advising technology companies as both a director and executive, as well as decades of SaaS, storage and security experience. Earl E. Fry has served as a member of the Board since August 2021. Mr. Fry currently serves as a member of the board of directors of Central Pacific Financial Corp., a publicly traded commercial bank, since April 2005, and serves as chair of the risk committee and is a member of the audit committee. From December 1999 to August 2015, Mr. Fry served in various capacities at Informatica Corporation, an enterprise data integration software company, including Chief Financial Officer, Chief Administrative Officer, Chief Customer Officer and Executive Vice President, Operations Strategy. Mr. Fry served on the board of directors of Hawaiian Airlines, a publicly traded airline company, including as the chair of the audit and finance committee from May 2016 to September 2024, and Xactly Corporation, formerly a publicly traded cloud-based enterprise software and services company, from September 2005 to August 2017. Mr. Fry received a B.B.A. in Accounting from the University of Hawai’i and has an MBA from the Stanford University Graduate School of Business. We believe Mr. Fry is qualified to serve as a member of the Board because of his significant professional experience in the areas of finance, accounting and audit oversight, both as a director and executive, as well as his substantial experience with respect to the software and cloud businesses, which allows him to contribute valuable insight and perspective.
Continuing Class II Director Whose Term Expires in 2026
Continuing Class II Director Whose Term Expires in 2026 Jocelyn Carter-Miller has served as a member of the Board since October 2020. Since August 2001, Ms. Carter-Miller has been President of TechEdVentures, Inc., an educational company; since 2013 owner of SoulTranSync, LLC, an audio wave synchronization technology and meditation company; and since 2016 President of Jocelyn Carter-Miller, LLC, a management consulting firm. From February 2002 to March 2004, Ms. Carter-Miller was the Executive Vice President and Chief Marketing Officer of Office Depot, Inc., an office supply retailer, and from 1999 until 2002, she was the Corporate Vice President and Chief Marketing Officer of Motorola, Inc., a communications and security company. Ms. Carter-Miller has served on the board of directors of public companies for over 20 years, including the Principal Financial Group, Inc., a diversified financial services company, since September 2001, Interpublic Group, an advertising, marketing and business transformation services company, since July 2007, and Arlo Technologies, Inc., a provider of home, business and personal security solutions company, since August 2018. From 2009 until August 2018, Ms. Carter-Miller also served as a member of the board of directors of Netgear, Inc., a publicly traded computer networking company. Ms. Carter-Miller earned her M.B.A. in Finance and Marketing from the University of Chicago and B.S. in Accounting from the University of Illinois. We believe that Ms. Carter-Miller is qualified to serve as a member of the Board because of her extensive experience advising public companies as both a director and executive, including substantial expertise with marketing, best-in-class governance practices and strategies.
Continuing Class III Directors Whose Term Expires in 2027
Continuing Class III Directors Whose Term Expires in 2027 Gleb Budman is one of our co-founders and has served as our Chief Executive Officer since 2007. Mr. Budman has also served as a member of the Board since 2009 and Chairperson since January 2021. Prior to Backblaze, Mr. Budman served in various senior roles at SonicWall, Inc., MailFrontier, Inc. (acquired by SonicWall, Inc.) and Kendara, Inc. (acquired by Excite@Home, Inc.). Mr. Budman also previously founded two other startup companies. Mr. Budman earned a M.B.A. and B.S. in Mechanical Engineering from the University of California, Berkeley. We believe that Mr. Budman is qualified to serve as a member of the Board because of his extensive experience in leadership roles at various technology companies, and the continuity that he brings to our Board as our co-founder and Chief Executive Officer. Evelyn D’An has served as a member of the Board since August 2021. Ms. D'An is President of D’An Financial Services, a strategic consulting firm she established in 2004. Ms. D’An is also a former partner of Ernst & Young, an accounting and professional services firm, where she spent 18 years serving clients in retail, consumer products, technology, financial services, media and other sectors. Ms. D’An also currently serves on the board of directors of Zoomcar Holdings, Inc., a publicly traded car sharing platform company, where she has served since April 2023, Matinas BioPharma Holdings, Inc., a publicly traded clinical-stage biopharmaceutical company, where she has served since February 2025, and GHD Group Pty Ltd., a privately held technical professional services firm, where she has served since March 2020. Ms. D’An is the chair of the audit committee for each of these three companies. Ms. D’An has served on numerous other corporate boards since 2006, including as a director of Enochian Biosciences Inc., a publicly traded pre-clinical stage biosciences technology from March 2018 to April 2021 (subsequent name change to Renovaro Biosciences Inc.), and Summer Infant, Inc., a former publicly traded manufacturer of infant and juvenile products, from November 2016 to June 2022. She graduated with a Bachelor of Science in Accounting from the State University of Albany. We believe that Ms. D’An is qualified to serve as a member of our Board because of her extensive experience advising technology companies and other public companies as both a director and executive. We believe Ms. D’An brings to the Board significant corporate governance, financial and accounting experience. There are no family relationships among any of our directors or executive officers. See “Board of Directors and Corporate Governance” and “Board of Directors and Corporate Governance—Director Compensation” below for additional information regarding our Board.
Director Compensation
Director Compensation The following table presents the total compensation, including equity awards, paid to each of our non-employee directors during the year ended December 31, 2024 for their service on our Board. We also reimburse our directors for expenses associated with attending meetings of our Board and its committees.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Jocelyn Carter-Miller | 76,000 | — | 150,000 | — | 226,000 | | Barbara Nelson | 53,000 | — | 150,000 | — | 203,000 | | Evelyn D'An | 61,000 | — | 150,000 | — | 211,000 | | Earl E. Fry | 55,000 | — | 150,000 | — | 205,000 |
Director Compensation
| (1) The amounts in this column include the aggregate grant date fair value of restricted stock units granted to each of the applicable directors during the year ended December 31, 2024, computed in accordance with FASB ASC Topic 718. See the notes to our financial statements included in the Annual Report, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. As of December 31, 2024, each of Ms. Carter-Miller, Ms. Nelson, Mr. Fry and Ms. D’an held outstanding unvested restricted stock units representing 20,604 shares of our Class A Common Stock, respectively. |
Director Compensation
Directors who are also our employees or officers receive no additional compensation for their service as directors while employed by the Company. Specifically, Mr. Budman, a current director and current employee, did not receive additional compensation for his service as a director in 2024. See the section titled “Executive Compensation” elsewhere in this proxy statement for additional information about the compensation of Mr. Budman who was a named executive officer in 2024.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In April 2021, our Board approved a director compensation policy for non-employee directors to be effective in connection with our initial public offering. Pursuant to this policy, our non-employee directors receive following completion of the offering the compensation described below. No changes were made to our non-employee director compensation policy in 2024. Cash Compensation Each non-employee director receives an annual cash retainer of $35,000. Our Lead Independent Director is also paid an additional annual cash retainer of $15,000. In addition to the annual cash retainer, each director receives the following annual cash amounts for service on Board committees:
Non-Employee Director Compensation Policy
| Committee | Chairperson | Member | | Audit | $20,000 | $10,000 | | Compensation | $12,000 | $6,000 | | Nominating and Governance | $8,000 | $4,000 |
Non-Employee Director Compensation Policy
All cash amounts are paid in arrears in quarterly installments. Equity Compensation Each non-employee director that is initially appointed or elected as a member of our Board will receive an RSU award covering a number of shares of common stock having a grant date value of $300,000, determined using the closing price of our Class A Common Stock on the grant date. Subject to the director’s continuing service, the RSU award will vest in equal annual installments over a 3-year period, with vesting to occur on the anniversary of the grant date, which will be the date of the director’s appointment or election. Each non-employee director re-elected to our Board at, or otherwise continuing to serve as a director after, an annual meeting of our stockholders will also receive an RSU award covering a number of shares of common stock having a grant date value of $150,000, determined using the closing price of our Class A Common Stock on the grant date, which shall be the date of the annual meeting at which the election or re-election occurs. Such annual RSUs will vest on the earlier of the next following annual shareholders meeting or the first anniversary of grant. Directors newly appointed to our Board between annual stockholder meetings, receiving an automatic equity grant immediately following this offering as detailed above or who joined the Board within the prior 12 months to such annual meeting of stockholders, will receive an annual award prorated to reflect their time on the Board prior to the stockholder meeting date. Equity awards held by our non-employee directors will vest in full upon a change in control of the Company.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of our principal executive officer and our two most highly compensated executive officers (other than our chief executive officer) who were serving as executive officers as of December 31, 2024, whom we refer to herein as our “named executive officers.”
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Non-Equity Incentive Plan ($) | RSU Awards ($)(1)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Gleb Budman Chief Executive Officer and Chairperson | 2024 | 546,875 | — | 1,649,782 | 10,350 | 2,207,007 | | | 2023 | 525,000 | — | 79,285 | 9,900 | 641,185 | | Marc Suidan Chief Financial Officer | 2024 | 165,000(5) | — | 2,014,989 | 4,597 | 2,184,586 | | Tina Cessna Senior Vice President, Engineering | 2024 | 409,860 | — | 353,871 | 10,350 | 774,081 | | | 2023 | 396,000 | — | 452,788 | 9,900 | 858,688 |
Summary Compensation Table
| (1) The amounts in this column represent the aggregate grant date fair value of RSUs granted to the officer, computed in accordance with FASB ASC Topic No. 718. See the notes to our financial statements included in the Annual Report, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. |
Summary Compensation Table
| (2) The RSU awards for 2023 includes the payout from the Company’s 2023 annual bonus plan, which was paid in the form of fully vested RSUs. |
Summary Compensation Table
| (3) The RSU awards for 2024 includes the payout from the Company’s 2024 annual bonus plan, which was paid in the form of fully vested RSUs. |
Summary Compensation Table
| (4) Reflects the Company’s contributions under the safe harbor provisions of our 401(k) Plan generally available to all employees as a percentage of cash compensation. |
Summary Compensation Table
| (5) Reflects Mr. Suidan’s start date of August 16, 2024. |
Outstanding Equity Awards at 2024 Year-End
Outstanding Equity Awards at 2024 Year-End The following table sets forth information regarding each unexercised option and all unvested stock held by each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at 2024 Year-End
| | Option Awards | | | | | Stock Awards | | | | | Number of Underlying Unexercised Options | | | | | | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That have not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested ($) | | Gleb Budman* Chief Executive Officer and Chairperson | 8/10/2024 | — | — | — | — | 178,394(1) | $1,073,932 | | Marc Suidan Chief Financial Officer | 11/29/2024 | — | — | — | — | 300,000(2) | $1,806,000 | | Tina Cessna Senior Vice President, Engineering | 12/10/2020 | 6,150 | — | $3.73 | 12/9/2030(3) | — | — | | | 6/28/2021 | 43,781 | 6,258 | $8.09 | 6/27/2031(3) | — | — | | | 3/24/2022 | — | — | — | — | 33,876(4) | $203,934 | | | 7/27/2023 | — | — | — | — | 20,422(1) | $122,940 | | | 8/10/2024 | — | — | — | — | 37,148(1) | $223,631 |
Outstanding Equity Awards at 2024 Year-End
| (1) Reflects an award of RSUs, which represent a contingent right to receive one share of our Class A common stock for each RSU. The RSUs are subject to a service-based vesting requirement, which vests on a quarterly basis over approximately 2 years, provided that the recipient remains in continuous service through each such vesting date. |
Outstanding Equity Awards at 2024 Year-End
| (2) Reflects RSUs, which vest 25% on the first anniversary of August 20, 2024 and the remainder in equal quarterly installments over the remaining 4 year period, provided that the recipient remains in continuous service through each such vesting date. |
Outstanding Equity Awards at 2024 Year-End
| (3) Reflects options to purchase shares of our Class A Common Stock, which vests and becomes exercisable equally on a monthly basis over 48 months from the vesting commencement date. |
Outstanding Equity Awards at 2024 Year-End
| (4) Reflects an award of RSUs, which represent a contingent right to receive one share of our Class A common stock for each RSU. The RSUs are subject to a service-based vesting requirement, which vests on a quarterly basis over approximately 4 years, provided that the recipient remains in continuous service through each such vesting date. |
Outstanding Equity Awards at 2024 Year-End
| * As more fully set forth in “Security Ownership of Certain Beneficial Owners and Management” in this proxy, Mr. Budman holds an aggregate beneficial ownership interest of 1,715,196 shares of Class A common stock, representing 3.1% of total voting power. |