Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective January 1, 2023, the Board of Directors (the "Board") of BlackLine,
Inc. (the "Company") appointed Brunilda Rios and Amit Yoran to serve as members
of the Board, effective immediately. Ms. Rios will serve in the class of
directors whose term expires at the annual meeting of stockholders to be held in
2025, and Mr. Yoran will serve in the class of directors whose term expires at
the annual meeting of stockholders to be held in 2024. Ms. Rios will join the
Audit Committee of the Board (the "Audit Committee") and Mr. Yoran will join the
Compensation Committee of the Board (the "Compensation Committee").
Ms. Rios has served as Chief Accounting Officer (CAO) of Dell Technologies
("Dell") since 2020. and since 2018, she has served as SVP of Global Revenue of
Dell. She previously served as VP of Corporate Accounting at Dell from 2016 to
2018, during which time she helped oversee the merger of Dell and EMC
Corporation. She has served in various finance and accounting roles at Dell
since 2000. Ms. Rios holds a B.S. in Accounting and Finance from Universidad de
Puerto Rico.
Mr. Yoran has served as CEO and Chairman of Tenable since 2017. Prior to
Tenable, Mr. Yoran served as President of RSA Security from 2014 to 2016 and
SVP, Product from 2011 to 2014. He joined RSA Security through its acquisition
of NetWitness, a network forensics company he founded and led as CEO from 2006
to 2011. Prior to NetWitness, Mr. Yoran served as founding director of the
United States Computer Emergency Readiness Team (US-CERT) program in the U.S.
Department of Homeland Security. Mr. Yoran holds a B.S. in Computer Science from
the United States Military Academy at West Point and an M.S. in Computer Science
from George Washington University.
In accordance with the Company's amended and restated Outside Director
Compensation Policy, Ms. Rios and Mr. Yoran are entitled to cash and equity
compensation for service on the Board and its committees. Pursuant to the
Outside Director Compensation Policy, Ms. Rios is entitled to $40,000 in annual
cash compensation for service on the Board and $10,000 in annual cash
compensation for service on the Audit Committee, and Mr. Yoran is entitled to
$40,000 in annual cash compensation for service on the Board and $7,500 in
annual cash compensation for service on the Compensation Committee. Ms. Rios and
Mr. Yoran will also receive an initial equity award with a grant date value of
$185,000 multiplied by a fraction, (1) the numerator of which is (x) 12 minus
(y) the number of full months between the date of the last annual meeting of our
stockholders and the date the individual becomes a member of the Board and
(2) the denominator of which is 12 (rounded to the nearest whole share).
Ms. Rios and Mr. Yoran will also enter into BlackLine's standard form of
indemnification agreement, which has been previously filed with the Securities
and Exchange Commission.
There are no family relationships between Ms. Rios and any director or executive
officer of the Company, and there are no family relationships between Mr. Yoran
and any director or executive officer of the Company. Neither Ms. Rios nor
Mr. Yoran has any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, effective January 1, 2023, Therese Tucker transitioned from her
role as executive chair of the Company's Board, and Owen Ryan, who had been
serving as lead independent director of the Board, assumed the role of chair of
the Board. Ms. Tucker will continue to serve as a member of the Board and as an
employee of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release issued by BlackLine, Inc. dated January 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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