David Henshall
BLACKLINEAbout David Henshall
David Henshall (age 56) is an independent director at BlackLine since 2024. He is a former CEO and CFO of Citrix with deep technology and finance leadership and qualifies as a “financial expert” under SEC rules; he serves on BlackLine’s Compensation Committee. He holds a B.S. in Business Administration from the University of Arizona and an M.B.A. from Santa Clara University . As of March 11, 2025, he is a continuing Class I director with his current term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrix Systems, Inc. | President & CEO | 2017–2021 | Led public SaaS company; board governance and strategic transformation |
| Citrix Systems, Inc. | COO & CFO | 2014–2017 | Operational and financial leadership |
| Citrix Systems, Inc. | EVP & CFO | 2011–2014 | Corporate finance leadership |
| Citrix Systems, Inc. | SVP & CFO | 2003–2011 | Senior finance executive |
| Rational Software (IBM-acquired) | CFO & Treasurer | 1998–2003 | Corporate finance and treasury leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| GitLab, Inc. | Director | 2025–present |
| Aspen Technology, Inc. | Director | 2024–2025 |
| HashiCorp, Inc. | Director | 2022–2025 |
| Everbridge, Inc. | Director | 2022–2024 |
| New Relic, Inc. | Director | 2020–2023 |
| Citrix Systems, Inc. | Director | 2017–2021 |
| GoTo Group, Inc. (LogMeIn) | Director | 2017–2020 |
| Feedzai, Inc. | Director (private) | 2022–present |
Board Governance
- Committee membership: Compensation Committee member; joined September 2024. Compensation Committee held 8 meetings in 2024 and oversees executive pay design, goals, equity plans, and director compensation recommendations .
- Independence: Determined independent under Nasdaq rules; satisfies enhanced independence standards for Compensation Committee members .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
- Board composition context: 11 directors; average tenure 6 years; 6 female and 5 ethnically diverse directors; mix of SaaS, cybersecurity, finance expertise .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $12,908 | Pro-rated board/committee cash retainers for partial-year service |
| Annual Director Cash Retainer (policy) | $40,000 | Policy level for board service (not necessarily full-year realized by Henshall) |
| Compensation Committee Member Retainer (policy) | $7,500 | Policy level (pro-rated if partial-year) |
Performance Compensation
| Component (2024) | Grant | Vesting | Notes |
|---|---|---|---|
| Initial RSU award | 2,602 shares | 100% vests May 7, 2025 (earlier of one year or day before next annual meeting), subject to service | Grant date fair value $133,326 |
| Annual Director RSU award (policy) | $200,000 grant-date value | 100% vests at one year or day before next annual meeting, subject to service | Annual grants are time-based RSUs; policy increased to $200k in 2024 |
| Change-in-control treatment (policy) | — | Full vesting of director awards upon change-in-control | Automatic, nondiscretionary grants under policy |
Non-employee director equity is time-based; no director performance metrics (e.g., revenue/TSR) apply to Henshall’s director grants .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee interlocks | No member (including Henshall) was an officer/employee in 2024; no “reciprocal” interlocks with other issuers’ boards/comp committees where BL executives served . |
| Consultant independence | Compensia serves as independent advisor to Compensation Committee; committee determined no conflicts of interest . |
Expertise & Qualifications
- Extensive CEO/CFO experience in public software companies; qualifies as a “financial expert” under SEC rules .
- Skills aligned to BlackLine board matrix: SaaS operations leadership, finance, governance, risk & compliance .
- Education: B.S. (University of Arizona), M.B.A. (Santa Clara University) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership | 2,602 shares | RSUs vesting within 60 days of March 11, 2025; <1% ownership |
| Shares outstanding (basis) | 63,076,641 | As of record date March 11, 2025 |
| Ownership guidelines (directors) | 4x annual cash retainer | Compliance deadline later of Feb 2025 or 5th anniversary; all non-employee directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Insider Trading Compliance Policy prohibits hedging and pledging |
Director Compensation Mix
| Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 12,908 | 133,326 | 146,234 |
| Notes: RSUs shown at grant-date fair value; Henshall joined in September 2024 with an initial RSU grant of 2,602 shares . |
Insider Trades (Section 16)
| Item | Status |
|---|---|
| Section 16(a) compliance for directors | Company disclosed overall compliance; late Form 4 filings noted for certain officers in March 2024; no late filing disclosure for Henshall . |
Potential Conflicts & Related-Party Exposure
- Related-party transactions: No Henshall-specific related-party transactions disclosed; RPT section summarizes historical stockholder agreements largely related to founder Therese Tucker .
- Multiple public boards: Extensive external directorships in technology (GitLab, HashiCorp, etc.) may increase time commitments; no specific BL conflicts disclosed .
Signals Affecting Investor Confidence
- Independence and committee role: Enhanced independence on Compensation Committee; member since Sept 2024; committee held 8 meetings in 2024, indicating active oversight .
- Attendance: Board met 13 times; all directors met minimum attendance (≥75%), supporting engagement .
- Pay governance: Compensia engaged; shareholder Say-on-Pay support >94% in 2024 following program changes (longer performance periods, added rTSR, reduced metric overlap), signaling responsiveness to investors .
- Director pay design: Time-based RSUs with full CIC vesting; cash retainers modest; ownership guidelines enforced; hedging/pledging prohibited—alignment-positive structure .
RED FLAGS
- None disclosed for Henshall on attendance, related-party transactions, hedging/pledging, or Section 16 compliance .
- Watchlist: Concurrent service on multiple tech boards could pose potential overboarding/time-allocation risk; not flagged by BL in proxy but prudent to monitor .
Governance Assessment
- Board effectiveness: Henshall brings CEO/CFO depth and SEC “financial expert” credentials; his Compensation Committee role enhances pay rigor amid program refinements (ARR/rTSR, reduced overlap) .
- Alignment: Low ownership percentage typical for independent directors but supported by ownership guidelines and anti-hedging/pledging policy; initial RSU grant and cash retainers are standard, with full CIC vesting per policy .
- Conflicts: No related-party transactions or interlocks of concern; consultant independence affirmed .
- Overall: Henshall’s profile and committee service support governance quality; no material red flags disclosed; continued monitoring of external board load advisable .