Brunilda Rios
BLACKLINEAbout Brunilda Rios
BlackLine independent director since 2023; age 59; Audit Committee Chair and member of the Technology & Cybersecurity Committee. Former Chief Accounting Officer at Dell Technologies with extensive finance and transformation expertise; qualifies as an “audit committee financial expert” under SEC rules. Education: Bachelor’s in Accounting and Finance, University of Puerto Rico .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | Chief Accounting Officer | 2020–present | Led accounting/controls; qualifies as financial expert; facilitated AI adoption |
| Dell Technologies | SVP, Global Revenue | 2018–2020 | Commercial revenue operations and process transformation |
| Dell Technologies | VP, Corporate Accounting | 2016–2018 | Corporate accounting leadership |
| Dell Technologies | Executive Director – Corporate Accounting & Reporting | 2005–2016 | Reporting transformation |
| Dell Financial Services | Corporate & Treasury Accounting Manager | 2000–2005 | Treasury/accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dell Technologies | Chief Accounting Officer | 2020–present | Executive role; not disclosed as a directorship; brings large-scale digital finance transformation experience |
Board Governance
- Committee assignments: Audit (Chair); Technology & Cybersecurity (member). Rios and Drummond qualify as audit committee financial experts; all audit members financially literate .
- Independence: Board determined Rios is independent under Nasdaq rules and satisfies enhanced Audit Committee independence standards .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; Audit met 5 times; Tech & Cyber met 4 times, indicating active engagement .
- Audit oversight: As Chair, Rios led oversight of internal controls, disclosure controls, liquidity, investment policy, risk assessment and related-party transaction review; signed the Audit Committee Report .
- Technology & Cybersecurity oversight: Committee reviews AI initiatives, cybersecurity posture, breach response, and tech investments; coordinates with Audit Committee on controls .
Fixed Compensation
| Component | FY 2024 | Detail |
|---|---|---|
| Fees Earned (Cash) | $64,396 | Board/committee retainers; paid quarterly, prorated |
| Annual RSU Grant (Shares) | 3,390 | Granted May 9, 2024; vests at earlier of one-year or day prior to next annual meeting |
| Annual RSU Grant (Fair Value) | $199,976 | Grant-date fair value per policy |
| Total Director Compensation | $264,372 | Sum of cash + RSUs |
Policy reference (for context; actual payments may be prorated):
- Annual cash retainers: Board $40,000; Audit member $10,000; Tech & Cyber member $5,000; Audit Chair additional $20,000; Tech & Cyber Chair $10,000 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSU | May 9, 2024 | 3,390 | $199,976 | 100% vests at earlier of May 9, 2025 or day prior to next annual meeting, subject to service | All director awards fully vest upon change in control under the 2016 Plan and Outside Director Compensation Policy |
Notes:
- Director equity is RSUs (no options); grants are automatic/non-discretionary under the Outside Director Compensation Policy .
- Recent policy change increased annual/initial equity to $200,000; Tech & Cyber committee retainer introduced in Feb 2024 .
Other Directorships & Interlocks
| Company | Role | Public Board? | Overlap/Interlock with BL |
|---|---|---|---|
| Dell Technologies | Chief Accounting Officer | No directorship disclosed | None disclosed; Board affirmed independence; related-party transactions are Audit-reviewed . |
No other public company boards for Rios are disclosed in the proxy; no related-party transactions involving Rios are disclosed .
Expertise & Qualifications
- Financial/accounting leadership; qualifies as SEC “financial expert” for Audit Committee .
- CFO-office digital and process transformation; widespread AI adoption experience .
- Technology industry management experience; strategy and financial management expertise .
Equity Ownership
| Metric | As of March 11, 2025 | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 7,923 | Includes 4,533 shares held + 3,390 RSUs vesting within 60 days |
| Ownership % of Common Shares Outstanding | <1% | BL shares outstanding: 63,076,641 |
| Vested vs. Unvested | Not itemized beyond RSUs within 60 days | RSUs are time-based and annual |
| Hedging/Pledging | Prohibited | Company insider trading policy prohibits hedging and pledging |
| Director Ownership Guidelines | 4x annual Board cash retainer; compliance by Dec 31, 2024 | All non-employee directors in compliance as of year-end 2024 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company disclosed late Form 4 filings for certain officers in March 2024; no mention of Rios. No Form 4 activity for Rios is disclosed in the proxy . |
Governance Assessment
- Strengths: Independent director and Audit Chair with deep controllership/accounting expertise; qualifies as financial expert; strong committee engagement (Audit 5 meetings; Tech & Cyber 4). The Audit Committee Report is signed by Rios, reflecting active oversight of financial reporting and auditor independence .
- Alignment: Director stock ownership guidelines (4x annual cash retainer) and prohibition on hedging/pledging support alignment; all non-employee directors compliant at year-end 2024 .
- Compensation structure: Transparent, market-aligned director pay with equity as at-risk value; automatic RSU grants; full vesting on change in control is standard in director policies and not performance-based, but consistent with peer practice .
- Shareholder signals: Say‑on‑pay support of >94% in 2024 indicates improved investor confidence in compensation governance more broadly at BL .
- Potential conflicts and controls: Rios’ executive role at Dell is noted; Board and committees reviewed independence and found she meets enhanced audit independence standards; related-party transactions are overseen by Audit Committee with no Rios-related items disclosed .
- RED FLAGS: None disclosed regarding Rios—no related-party transactions, no hedging/pledging, and attendance above the 75% threshold; Section 16 late filings noted for certain officers but not for Rios .