DEF 14A of Blaize Holdings, Inc., Oct 20, 2025

DEF 14A of Blaize Holdings, Inc.

Filed Oct 20, 2025 · FY20240001193125-25-243771

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, the Board has nominated all seven of the current directors to be re-elected to hold office until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. We currently have seven directors on our Board. Our current directors are Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Juergen Hambrecht, Dinakar Munagala and George de Urioste. The Board has nominated Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Juergen Hambrecht, Dinakar Munagala and George de Urioste for re-election as directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our third amended and restated certificate of incorporation (the “Certificate of Incorporation”), each of the director nominees listed below is being nominated to hold office for a one-year term beginning at the end of the Annual Meeting to be held on December 3, 2025, and expiring at the end of our next annual meeting of stockholders for 2026. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Juergen Hambrecht, Dinakar Munagala and George de Urioste should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size in accordance with our Certificate of Incorporation and Amended and Restated Bylaws. The Board has no reason to believe that Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Juergen Hambrecht, Dinakar Munagala and George de Urioste will be unable to serve if elected. Each of Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Juergen Hambrecht, Dinakar Munagala and George de Urioste has consented to being named in this Proxy Statement and to serve if elected.

  2. Nominees For Director (terms to expire at the 2026 Annual Meeting)

    Nominees For Director (terms to expire at the 2026 Annual Meeting) The current members of the Board who are also nominees for election to the Board as directors are as follows:

  3. Nominees For Director (terms to expire at the 2026 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Blaize | | Dinakar Munagala | 50 | 2025 | Chief Executive Officer and Director | | Lane M. Bess | 64 | 2025 | Director | | Tony Cannestra | 61 | 2025 | Director | | Edward Frank | 68 | 2025 | Director | | Yoshiaki Fujimori | 74 | 2025 | Director | | Juergen Hambrecht | 79 | 2025 | Director | | George de Urioste | 69 | 2025 | Director |

  4. Nominees For Director (terms to expire at the 2026 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each director nominee for election at the Annual Meeting are as follows:

  5. Dinakar Munagala

    Dinakar Munagala Dinakar Munagala, 50, has served as our Chief Executive Officer and Director since January 2025, and as a co-founder of Legacy Blaize, he previously served as our Chief Executive Officer and a member of the board of directors of Legacy Blaize since our inception in January 2010. Prior to that, Mr. Munagala served in a leadership role in the Graphics Division of Intel Corporation. Mr. Munagala holds a Bachelor of Science in Electrical and Computer Engineering from Osmania University and a Master’s Degree in Electric and Computer Engineering from Purdue University. We believe that Mr. Munagala is qualified to serve as a member of the Board due to his education and extensive experience as an executive officer and board member of companies in the technology space.

  6. Lane M. Bess

    Lane M. Bess Lane Bess, 64, has served as Chairman of our Board since January 2025, and previously served as a member of the board of directors of Legacy Blaize since January 2022. Since September 2022, Mr. Bess has served as the Chief Executive Officer of Deep Instinct, a cybersecurity company that applies deep learning to cybersecurity. In addition, he has served as the Principal and Founder of Bess Ventures and Advisory since March 2015. Prior to that, he served as the Chief Operating Officer of Zscaler Inc., a cloud-based internet security services company and the President and Chief Executive Officer of Palo Alto Networks, a provider of AI-powered platforms for cybersecurity. Previously, Mr. Bess has served as a member of the board of directors of several private companies, including TrueFort Inc., Sepio Cyber and ZeroFox. Mr. Bess received a Bachelor of Science in Managerial Economics from Carnegie Mellon University and a Master’s Degree in Business Administration from the University of Dayton. We believe that Mr. Bess is qualified to serve as a member of our board of directors due to his over 30 years as an operational executive officer of companies in the technology space and extensive experience in building technology businesses in Europe, Asia Pacific and Japan, among other international regions.

  7. Tony Cannestra

    Tony Cannestra Tony Cannestra, 61, has served as a member of our Board since January 2025, and previously served as a member of the board of directors of Legacy Blaize since October 2016. From April 2014 to March 2025, Mr. Cannestra has served as a Director of Corporate Ventures for DENSO International America, a U.S. subsidiary of DENSO Corporation, a global automotive components manufacturer headquartered in Japan. He currently serves as a member of the board of directors of Dellfer, Inc., an Internet of Things (IoT) and automotive cybersecurity startup company. Previously, from September 2024 to May 2025, Mr. Cannestra served on the board of directors of Canatu, a public company based in Finland. Mr. Cannestra has also previously served on the board of directors of several private companies, including Metawave, Quadric, BOND Mobility, and Lambda4. Mr. Cannestra received a Bachelor of Arts in International Economics from the University of California at Berkeley and a Master’s Degree in Business Administration, with a Certificate in Management of Technology, from the University of California at Berkeley. We believe that Mr. Cannestra is qualified to serve as a member of our board of directors due to his education, his extensive financial experience as an investor, and his previous roles as a board director of companies in the technology, semiconductor, and automotive industries.

  8. Dr. Edward (Ed) Frank

    Dr. Edward (Ed) Frank Dr. Edward H. Frank, 68, has served as a member of our Board since January 2025 and as Lead Independent Director of our Board since March 2025, and previously served as a member of the board of directors of Legacy Blaize since December 2021. Dr. Frank has served as the Executive Chair of Gradient Technologies, an Identity and Access Management cybersecurity startup, since October 2019, and a member of the board of directors of Rocket Lab, since September 2022. In addition, he has served on the board of directors of Analog Devices and SiTime since June 2014 and September 2019, respectively. Previously, Dr. Frank served on the board of directors of Cavium, FusionIO, Marvell, and Quantenna and prior to Gradient Technologies, he was co-founder and CEO of Cloud Parity Inc., a voice-of-the-customer startup in the San Francisco Bay Area, founded in late 2013. Dr. Frank is also a named inventor on over 50 issued patents and serves as an advisor to and/or board member of several startups. Dr. Frank holds a Bachelor of Science and Master’s Degree in Electric Engineering from Stanford University and received a Ph.D. in Computer Science from Carnegie Mellon University, where he was a Hertz Foundation Fellow. He is a member of the National Academy of Engineering (NAE), a Fellow of the Institute for Electrical and Electronic Engineers (IEEE), and a Board Leadership Fellow of the National Association of Corporate Directors (NACD). We believe that Dr. Frank is qualified to serve as a member of the Board due to his education and extensive experience as a board member of companies in the technology space.

  9. Yoshiaki Fujimori

    Yoshiaki Fujimori Yoshiaki Fujimori, 74, has served as a member of our Board since January 2025. Mr. Fujimori has served as an outside director for Takeda Pharmaceutical Company Limited since June 2016 and Boston Scientific Corporation since July 2016, and as an outside director and Chairman for Oracle Japan Corporation since August 2018. He is a partner of Corporate Support Research Institute Ltd. since July 2023. He serves as a Senior Executive Advisor for CVC Capital Partners Asia Pacific Japan Ltd. since February 2017. He serves as outside director for those portfolio companies of CVC including Riraku Co. Ltd., Torai Co. Ltd. Sogo Medical Co. Ltd. and Macromill Group Co., Ltd. He also serves as a Senior Executive Advisor for GENPACT Japan Ltd. since January 2018. He serves as a Senior Advisor for Deloitte-Tohmatsu Financial Advisory LLC since October 2020. He serves as a Senior Executive Advisor for DigitalBridge Group Inc. since September 2024 and as an outside director of JTower, a portfolio company of DigitalBridge since April 2025. He owns controlling ownership of those private companies including Hobart Inc., Capital Z Inc., Future Leadership Platform Inc., and Sustainergy Inc. From 2011 to 2016, he was the President and CEO of LIXIL Group Company, a public company listed on the Tokyo Stock Exchange. Previously, he spent 25 years with General Electric for various CEO roles including CEO of GE Plastics, CEO of GE Healthcare Asia, CEO of GE Money Asia and CEO of GE Asia. He served as outside director for Toshiba Corporation from 2019 to 2021 and Shiseido Co. Ltd. from 2020 to 2022. Mr. Fujimori received a Bachelor of Science in Petroleum Engineering from the University of Tokyo and a Master’s Degree in Business Administration from Carnegie Mellon Graduate School of Business, where he serves as a member of the Board of Trustees. We believe that Mr. Fujimori is qualified to serve as a member of our board of directors due to his education, extensive leadership and director experiences for companies in the technology and manufacturing spaces.

  10. Dr. Juergen Hambrecht

    Dr. Juergen Hambrecht Dr. Juergen Hambrecht, 79, has served as a member of our Board since January 2025, and previously served as a member of the board of directors of Legacy Blaize since February 2022. From 2014 to 2020, Dr. Hambrecht served as the Chief Executive Officer and Chairman of the board of directors of BASF SE, a global supplier of chemicals for industries including construction and coatings, automotive, health and nutrition, among others. Since June 2020, Dr. Hambrecht has served as a member of the board of directors for Nyxoah S.A. and as lead director of the board for AYA Gold & Silver. Previously, from 2008 to 2021, he served as member of the board of directors and as a member on the presidential committee of Mercedes-Benz AG, a German multinational automotive company and one of the world’s leading car manufacturers. Dr. Hambrecht received a Ph.D. in Chemistry from the University of Tübingen, Germany. We believe that Dr. Hambrecht is qualified to serve as a member of the Board due to his education and extensive experience as a board member of automotive and materials and supply companies.

  11. George de Urioste

    George de Urioste George de Urioste, 70, has served as a member of our Board since January 2025. From August 2023 to present, he has served as a member of the board of directors of Roambee Corporation and from September 2021 to present, he has served on the board of directors of HeartBeam Inc. From October 2021 to present, Mr. de Urioste has performed a variety of consulting and advisor services, including interim chief financial officer of Mozilla Corporation and previously Marvell Technologies, Inc. From April 2019 to September 2020, he served as the chief financial officer of 4iQ, Inc., a cybersecurity intelligence company. His overall experience includes ten board of director roles, including several audit committee chairman roles and other committee roles. Mr. de Urioste received a Bachelor of Science in Accounting from the University of Southern California and a Master’s Degree in Business Administration, Finance & International Business, from the University of California at Berkeley and is a Certified Public Accountant (inactive). We believe that Mr. de Urioste is qualified to serve as a member of our board of directors due to his education and extensive experience as a CFO and COO at public and private companies, his public accounting experience at Deloitte and extensive experience as a director of companies in the technology industry.

  12. BLAIZE’S EXECUTIVE AND DIRECTOR COMPENSATION

    BLAIZE’S EXECUTIVE AND DIRECTOR COMPENSATION Throughout this section, unless otherwise noted, “the company,” “we,” “us,” “our” and similar terms refer to Blaize prior to the closing of our business combination on January 13, 2025. This section discusses the material components of the executive compensation program for Blaize’s executive officers who are named in the “Summary Compensation Table” below. In 2024, Blaize’s “named executive officers” and their positions were as follows:

  13. BLAIZE’S EXECUTIVE AND DIRECTOR COMPENSATION

    | • | Dinakar Munagala, Chief Executive Officer; |

  14. BLAIZE’S EXECUTIVE AND DIRECTOR COMPENSATION

    | • | Val Cook, Chief Software Architect; and |

  15. BLAIZE’S EXECUTIVE AND DIRECTOR COMPENSATION

    | • | Santiago Fernandez-Gomez, Vice President of Platform Engineering. |

  16. Summary Executive Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Dinakar Munagala | 2024 | 595,833 | — | 3,798,428 | 24 | 4,394,285 | | Chief Executive Officer | 2023 | 300,000 | — | 1,337,142 | 25 | 1,637,167 | | Val Cook | 2024 | 397,570 | — | 781,714 | 24 | 1,179,308 | | Chief Software Architect | 2023 | 225,000 | — | 476,724 | 25 | 701,749 | | Santiago Fernandez-Gomez | 2024 | 447,917 | — | 730,817 | 24 | 1,178,758 | | Vice President of Platform Engineering | — | — | — | — | — | — |

  17. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024. The share numbers and exercise prices below are those in effect as of December 31, 2024, and have not been adjusted to reflect the adjustments to our equity awards that occurred upon the closing of the Business Combination.

  18. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Dinakar Munagala | 3/15/2017 | 1/1/2017 | 147,000(1) | — | — | 1.00 | 3/14/2027 | | | 11/12/2018 | 9/1/2018 | 226,305(1) | — | — | 11.40 | 11/11/2028 | | | 9/19/2023 | 9/19/2023 | 2,197,372(2) | 3,124,027 | — | 0.44 | 9/18/2033 | | | 10/24/2024 | 7/1/2024 | — | 7,379,065(3) | — | 0.92 | 10/23/2034 | | Val Cook | 3/15/2017 | 1/1/2017 | 40,038(1) | — | — | 1.00 | 3/14/2027 | | | 11/12/2018 | 9/1/2018 | 113,152(1) | — | — | 11.40 | 11/11/2028 | | | 9/19/2023 | 9/19/2023 | 794,866(2) | 1,112,814 | — | 0.44 | 9/18/2033 | | | 10/24/2024 | 7/1/2024 | — | 1,517,044(3) | — | 0.92 | 10/23/2034 | | Santiago Fernandez-Gomez | 1/2/2017 | 7/8/2015 | 5,000(2) | — | — | 1.00 | 1/1/2027 | | | 8/27/2018 | 7/9/2018 | 67,935(4) | — | — | 11.40 | 8/26/2028 | | | 11/17/2021 | 1/1/2021 | 4,896(1) | 104 | — | 20.70 | 11/16/2031 | | | 9/19/2023 | 9/19/2023 | 654,484(2) | 916,278 | — | 0.44 | 9/18/2033 | | | 10/24/2024 | 7/1/2024 | — | 1,418,448(3) | — | 0.92 | 10/23/2034 |

  19. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents an option that vested with respect to one-forty-eighth (1/48th) of the shares subject to the option on each of the first forty-eight (48) monthly anniversaries of the vesting commencement date, subject to the applicable executive’s continued service through the applicable vesting date. |

  20. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents an option that vested or vests, as applicable, with respect to one-thirty-sixth (1/36th) of the shares subject to the option on each of the first thirty-six (36) monthly anniversaries of the vesting commencement date, subject to the applicable executive’s continued service through the applicable vesting date. |

  21. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents an option that vests with respect to one-third (1/3rd) of the shares subject to the option on the first anniversary of the vesting commencement date and with respect to one-thirty-sixth (1/36th) of the shares subject to the option on each monthly anniversary of the vesting commencement date thereafter, subject to the applicable executive’s continued service through the applicable vesting date. |

  22. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents an option that vested or vests, as applicable, with respect to one-quarter (1/4th) of the shares subject to the option on the first anniversary of the vesting commencement date and with respect to one-forty-eighth (1/48th) of the shares subject to the option on each monthly anniversary of the applicable vesting commencement date thereafter, subject to the applicable executive’s continued service through the applicable vesting date. |

  23. Director Compensation

    Director Compensation Prior to the Business Combination, Blaize did not maintain a formal non-employee director compensation program, but previously made cash payments and granted equity awards to certain of its non-employee directors as it deemed appropriate. During 2024, each of Messrs. Frank, Cannestra, Hambrecht and Bess were granted equity awards for their services on Blaize’s board of directors. None of the Company’s other non-employee directors received compensation from Blaize for their service on the board of directors in 2024.

  24. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information concerning the compensation of Blaize’s non-employee directors for the year ended December 31, 2024.

  25. 2024 Director Compensation Table

    | Name | Option Awards ($)(1) | Total ($) | | Edward Frank | 318,472 | 318,472 | | Tony Cannestra | 318,472 | 318,472 | | Juergen Hambrecht | 318,472 | 318,472 | | Lane Bess | 242,571 | 242,571 |

  26. 2024 Director Compensation Table

    | (1) Amounts reflect the full fair value of stock options granted during 2024 as of the date on which the options were approved by the Board computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used to calculate the value of all option awards made to directors are included in Notes 2 and 11 to Blaize’s consolidated financial statements filed in our Current Report on Form 8-K on January 17, 2025. |

  27. 2024 Director Compensation Table

    The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2024, by each non-employee director who served during 2024.

  28. 2024 Director Compensation Table

    | Name | Options Outstanding at Fiscal Year End (#) | | Edward Frank | 909,535 | | Tony Cannestra | 920,850 | | Juergen Hambrecht | 909,535 | | Lane Bess | 477,750 |

  29. 2024 Director Compensation Table

    In connection with the Business Combination, we approved a compensation program for our non-employee directors (the “Director Compensation Program”), effective as of the closing of the Business Combination. The material terms of the Director Compensation Program are summarized below. Cash Compensation Under the Director Compensation Program, non-employee directors serving on the Board are entitled to cash compensation in the following amounts:

  30. 2024 Director Compensation Table

    | • | Annual Retainer: $80,000 |

  31. 2024 Director Compensation Table

    | • | Additional Annual Retainer for Non-Executive Chair: $40,000 |

  32. 2024 Director Compensation Table

    | • | Annual Committee Chair Retainers: |

  33. 2024 Director Compensation Table

    | • | Audit Committee: $24,000 |

  34. 2024 Director Compensation Table

    | • | Compensation Committee: $20,000 |

  35. 2024 Director Compensation Table

    | • | Annual Non-Chair Committee Member Retainers: |

  36. 2024 Director Compensation Table

    | • | Audit Committee: $16,000 |

  37. 2024 Director Compensation Table

    | • | Compensation Committee: $14,000 |

  38. 2024 Director Compensation Table

    Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation Initial Awards. Under the Director Compensation Program, each non-employee director who is initially elected or appointed to serve on the Board following the closing of the Business Combination will be granted an award of restricted stock units at the time of the election or appointment with a grant-date value of approximately $600,000, which will vest with respect to one-third (1/3rd) of the restricted stock units subject thereto on each of the first three anniversaries of the applicable grant date, subject to the director’s continued service on the Board through the applicable vesting date. If a member of the Board is an employee of Blaize or a subsidiary thereof who subsequently terminates employment with Blaize but remains on the Board as a non-employee director, such individual will not be eligible to receive an Initial Award. Annual Awards. Under the Director Compensation Program, each non-employee director who is serving on the Board as of the date of each annual meeting of the company’s stockholders following the closing of the Business Combination will be granted, on such annual meeting date, an award of restricted stock units with a grant-date value of approximately $200,000 (each an “Annual Award”), which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service on the Board through the applicable vesting date. In addition, each equity award granted under the Director Compensation Program will vest in full upon a change in control of the Company (as defined in the Incentive Award Plan, or any similar term as defined in the then-applicable plan) if the non-employee director will not become a member of the Board or the board of directors of the Company’s successor (or any parent thereof) following such change in control. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Incentive Award Plan (or any successor plan).