Barbara Whye
BLACKLINEAbout Barbara Whye
Barbara (Dr.) Whye, 57, has served as an independent director of BlackLine since 2021 and currently chairs the Nominating & Corporate Governance Committee . She previously retired as Apple’s Vice President of Inclusion & Diversity (2021–2024) after a 25-year leadership career at Intel, where she held senior roles in strategy, social impact, and diversity . Dr. Whye holds a B.S. in Electrical Engineering (USC), an MBA (USC Darla Moore), and a PhD focused on AI & Ethics (Arizona State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Vice President, Inclusion & Diversity (retired) | 2021–2024 | Led global inclusion and diversity programs; senior leadership role at mega-cap tech company |
| Intel Corporation | Chief Diversity & Inclusion Officer; Corporate VP of Social Impact | 2017–2021 | Drove employee retention and large-scale human capital initiatives |
| Intel Corporation | Director of Strategy & External Alliances | 2015–2017 | Strategy maturation, external partnerships |
| Intel Corporation | Director, Diversity in Technology Initiative | 2015 | Enterprise-wide diversity in tech initiative leadership |
| Intel Corporation | Director, Global Strategic Initiatives | 2009–2015 | Global programs management for organizational development |
| Intel Corporation | Business Operations & Talent Manager | 1997–1999 | Talent and operations leadership |
External Roles
No other public company directorships disclosed for Dr. Whye in BlackLine’s proxy materials .
Board Governance
- Class III director; nominated for re-election at the May 8, 2025 annual meeting to serve through 2028 .
- Committee assignments: Chair, Nominating & Corporate Governance; committee met five times in 2024; members are independent under Nasdaq rules .
- Independence: Board determined Dr. Whye is independent; BlackLine maintains a majority-independent board .
- Attendance: In 2024 the board held 13 meetings; each director attended at least 75% of aggregate board and committee meetings while serving .
- Governance scope: Nominating & Corporate Governance oversees board composition, charters, corporate governance guidelines, ESG programs, conflicts of interest (non–related-party), succession planning, and board self-evaluation .
- Lead independent director (context): Thomas Unterman serves as Lead Independent Director since March 2023, supporting independent oversight and engagement with stockholders .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly, prorated; Outside Director Compensation Policy |
| Nominating & Corporate Governance Committee chair fee | $8,000 | Additional annual cash retainer |
| Total cash fees (2024 actual) | $48,000 | Reported in Director Compensation Table |
| Annual equity grant (RSUs) | 3,390 shares; $199,976 grant-date fair value | Granted May 9, 2024; fair value per policy; 100% vests at earlier of May 9, 2025 or day prior to next annual meeting, subject to service |
| Ownership guideline | 4x annual cash retainer | Directors expected to reach by Feb 2025 or fifth anniversary; all non-employee directors were compliant as of Dec 31, 2024 |
Performance Compensation
- No performance-based director compensation disclosed; non-employee directors receive time-based RSUs, not PSUs or options tied to performance metrics .
| Equity Grant Detail | 2024 RSUs |
|---|---|
| Grant date | May 9, 2024 |
| Shares granted | 3,390 |
| Grant-date fair value | $199,976 |
| Vesting | 100% on earlier of May 9, 2025 or day prior to next annual meeting, subject to continued service |
Other Directorships & Interlocks
- No shared directorships or disclosed interlocks involving competitors, suppliers, or customers; no related-party transactions involving Dr. Whye reported .
Expertise & Qualifications
- Deep human capital, culture, and organizational development expertise; led large global teams and retention initiatives across technology sector .
- Strategic leadership at mega-cap technology companies; board-level governance, ESG oversight, and corporate strategy experience .
- Academic credentials include advanced study on AI & Ethics, supportive of Technology & Cybersecurity oversight intersections with ESG .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Common stock beneficially owned | 6,777 shares (<1% of outstanding) |
| Shares held outright | 3,387 |
| RSUs vesting within 60 days of March 11, 2025 | 3,390 |
| Shares outstanding (reference base) | 63,076,641 (as of March 11, 2025) |
| Hedging/pledging | Prohibited under Insider Trading Compliance Policy |
| Director ownership guideline status | All non-employee directors compliant as of Dec 31, 2024 |
Governance Assessment
- Independence and role: As chair of Nominating & Corporate Governance, Dr. Whye supports board effectiveness via structured evaluations, succession planning, ESG oversight, and conflict reviews, bolstering investor confidence in governance rigor .
- Alignment: Cash and equity mix follows a market-based, advisor-supported policy (Compensia) with clear vesting and robust ownership guidelines; her 2024 cash ($48k) and RSU grant ($199,976) align with peers and emphasize director share ownership .
- Engagement: Board and committee meeting cadence (13 board; Nominating & Corporate Governance held 5) and ≥75% attendance threshold indicate active oversight; broader board leadership (Lead Independent Director) enhances independent challenge to management .
- Conflicts and red flags: No related-party transactions, hedging/pledging bans, and a codified review process for conflicts mitigate risk; no legal proceedings or Section 16 delinquencies disclosed in proximate materials, supporting clean governance posture .
- Shareholder feedback channel: While she does not chair Compensation, the board responded to investor feedback with clear disclosures and program changes (e.g., 2024 say-on-pay support >94%), indicating a culture of engagement that Nominating & Corporate Governance typically facilitates .