DEF 14A of Blend Labs, Inc., Apr 29, 2024

DEF 14A of Blend Labs, Inc.

Filed Apr 29, 2024 · FY20230001855747-24-000038

Open on EDGAR

  1. Nominees for Director

    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 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 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.

  2. Nominees for Director

    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.

  3. Non-Continuing Directors

    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 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.

  4. Non-Continuing Directors

    | 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 | | | ✔ | ✔ | ✔ | | | | ✔ |

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our Nominating and Corporate Governance Committee considers the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. Our board of directors has established minimum qualifications for board of directors members, including, the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing board of directors, the ability to assist and support management and make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Additionally, the Nominating and Corporate Governance Committee considers the current size and composition of the board of directors and the background, independence, area of expertise, length of service, potential conflicts of interest, other commitments and the like, including as required by applicable laws, rules, regulations or listing rules regarding board of directors composition in its consideration of candidates. Although our board of directors does not maintain a specific policy with respect to board of directors diversity, our board of directors believes that the board of directors should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of perspectives, backgrounds and experiences. If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, board of directors or management. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full board of directors the director nominees for selection. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board of directors.

  6. Director Compensation

    Director Compensation In connection with our initial public offering, we adopted an outside director compensation policy for our non-employee directors which we amended, effective January 1, 2023 (as amended, the “Policy”). The Policy governed all compensation received by our non-employee directors in 2023. Our board of directors approved an amended Policy (the “Amended Policy”) on April 29, 2024, with such amendment effective on the date of the annual meeting. See “—Amended Policy—Changes for 2024” below for a description of the Amended Policy. Under both the Policy and the Amended Policy, each non-employee director is eligible to receive the compensation for board of directors services as described below. Under both the Policy and the Amended Policy, we also reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of the board of directors.

  7. Director Compensation for 2023

    Director Compensation for 2023 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2023 pursuant to the terms of the Policy in effect for fiscal year 2023. Directors who are also our employees receive no additional compensation for service as a director. Prior to his departure as our President in March 2023, Mr. Mayopoulos did not receive compensation as a director. During 2023, Mr. Ghamsari was an employee and executive officer and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Mr. Ghamsari's compensation.

  8. Director Compensation for 2023

    | 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 |

  9. Director Compensation for 2023

    _______________________________ (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:

  10. Director Compensation for 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 | — |

  11. Director Compensation for 2023

    | | 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) |

  12. Director Compensation for 2023

    (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.

  13. 2024 Director Compensation Matters

    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. PROPOSAL NO. 1:

  14. ELECTION OF DIRECTORS

    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.

  15. Summary Compensation Table

    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.

  16. Summary Compensation Table

    | 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 |

  17. Summary Compensation Table

    (1)The amounts reported represent the aggregate grant-date fair value of the RSUs and performance-based restricted stock units (“PSUs”) awarded to the named executive officers in 2023, calculated in accordance with ASU No. 2016 09 “Compensation-Stock Compensation (Topic 718)” (“ASC 718”) based on target levels of achievement (the probable outcome at grant and which represent the maximum level of achievement) in the case of PSUs. The grant date fair value of the RSUs was 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. The grant date fair value of the PSUs was calculated based on $0.65 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions such as the risk-free interest rate, expected volatility of our stock price, and expected life of the award. The assumptions used in the valuation of these awards are set forth in Note 13, “Stock-Based Compensation,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2024. These amounts do not reflect the actual economic value that may be realized by the named executive officer. (2)The amount reported represents (i) a signing bonus of $1,000,000 that was earned upon Mr. Jafari’s continuous employment with us for one year from the date the signing bonus was received and (ii) employee referral bonuses in an aggregate amount of $4,000. (3)The amount reported represents an annual cash bonus in the amount of $200,000, based on achieving performance objectives established by our board of directors or its designated committee. For more information see “—Non-Equity Incentive Plan Awards” below. (4)The amounts reported represent matching contributions made by us under the 401(k) Plan (as defined below). For more information on the 401(k) Plan, see “—401(k) Plan” below.

  18. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023:

  19. Outstanding Equity Awards at 2023 Year-End

    | | | 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 |

  20. Outstanding Equity Awards at 2023 Year-End

    _______________________________ (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.

  21. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into a change in control severance agreement with each of Messrs. Ghamsari and Jafari and Ms. Ling that provide for certain severance and change in control benefits only in the circumstances as described below. Pursuant to the terms of the applicable change in control severance agreement, if, during the period beginning three months prior to a change in control (as defined in such agreement) and ending 12 months following a change in control, the named executive officer’s employment is terminated either (i) by us (or any of our subsidiaries) without cause (as defined in such agreement) (and other than by reason of death or disability) or (ii) by the named executive officer for good reason (as defined in such agreement), the named executive officer is entitled to receive the following benefits if the named executive officer timely signs and does not revoke our then-standard separation agreement and release of claims in our favor: •50% (or 100% in the case of Mr. Ghamsari) accelerated vesting (and exercisability as applicable) of all equity awards outstanding as of the date of such termination and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria is deemed achieved at 50% (or 100% in the case of Mr. Ghamsari) of target levels. The named executive officer’s receipt of any vesting acceleration upon a qualifying termination is subject to such named executive officer having resigned from all officer and director positions with all members of the company group and executing any documents that we may require in connection with the same. If any of the benefits provided for under these change in control severance agreements or otherwise payable to each of Messrs. Ghamsari and Jafari and Ms. Ling would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer is entitled to receive either full payment of benefits under his or her change in control severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. The change in control severance agreements do not require us to provide any tax gross-up payments.