Jimmy Duan
BLACKLINEAbout Jimmy Duan
Jimmy Duan has served as BlackLine’s Chief Customer Officer since May 6, 2024, with a background leading customer and technology organizations at enterprise software companies. He holds a Ph.D. in Industrial & Systems Engineering from Virginia Tech and an undergraduate degree from Central South University . 2024 incentive frameworks tied executive pay to revenue and profitability (annual bonus: revenue and non-GAAP operating margin) and to ARR and relative TSR (PSUs), with company results funding the 2024 bonus at 122.9% and yielding 0% vesting for the 2024 PSU ARR tranche; the three-year rTSR PSU remains outstanding to 2027 . His employment agreement sets base salary at $425,000 and target bonus at 70% of salary, with a targeted 2024 equity grant of $6.0M split 50% RSUs and 50% PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Medallia, Inc. (cloud experience management) | EVP & Chief Customer Officer | Feb 2019 – May 2024 | Senior executive leadership at an experience management software provider |
| Callidus Software, Inc. (sales performance management) | EVP & Chief Technology Officer | Dec 2012 – Feb 2019 | Executive technology leadership at an SPM software company |
| Callidus Software, Inc. | Senior Vice President | Oct 2008 – Nov 2012 | Senior leadership experience in enterprise software |
External Roles
Not disclosed in the company’s 2025 proxy reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) | Sign-on Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 425,000 | 70% | 195,082 (prorated) | 239,715 | 120,000 |
Performance Compensation
2024 Annual Bonus Plan (Company Results and Payout)
| Performance Measure | Target | Actual | Weighting | Per-Measure Payout | Weighted Payout |
|---|---|---|---|---|---|
| Revenue | $657.3M | $653.3M | 50% (implied) | 75.8% | 37.9% |
| Non-GAAP Operating Margin | 18.0% | 19.4% | 50% (implied) | 170.0% | 85.0% |
| Total Funding | — | — | — | — | 122.9% |
| Executive | 2024 Bonus Target ($) | Actual 2024 Bonus ($) |
|---|---|---|
| Jimmy Duan | 195,082 (prorated) | 239,715 |
Notes:
- Annual bonus metrics focused on top-line growth and profitability; 2024 funding exceeded target due to margin outperformance despite revenue under-target .
2024 Long-Term Equity Awards (Granted in May 2024 at Hire)
| Instrument | Grant Date | Shares / Target | Grant-Date Fair Value ($) | Vesting and Performance Terms |
|---|---|---|---|---|
| RSUs | May 2024 | 48,360 | 2,877,904 | 25% vests May 20, 2025; then 1/16 quarterly, service-based |
| PSUs – Financial Metrics | May 2024 | 24,180 (target) | 1,994,125 (at target) | 1/3 eligible each of May 20, 2025; Feb 20, 2026; Feb 20, 2027; annual goals set each year |
| PSUs – rTSR | May 2024 | 24,180 (target) | Reported within PSU grants; tranche disclosure shows 8,060 for 2024 portion | 100% cliff on Feb 20, 2027 based on rTSR vs S&P Software & Services Select Industry Index |
PSU performance scales and definitions:
- 2024 PSU metrics: ARR (50% of PSU) determined annually, and rTSR (50%) over FY2024–FY2026; rTSR uses 30-day average prices and index peer set methodology .
- 2024 ARR tranche vesting scale: 97% ARR → 50% payout; 100% → 100%; ≥101.6% → 200% .
- rTSR scale: 25th percentile → 50%; 55th → 100%; ≥75th → 200% .
2024 PSU outcomes (vesting on Feb 20/May 20, 2025):
- 2024 ARR tranche earned 0% (no shares vesting for 2024 PSU tranche, including Duan) .
- 2022/2023 PSUs (earlier awards) vested at 81.3% for the 2024-measured tranche; Duan had no eligibility under those awards as a 2024 hire .
Outstanding and 2024 Vesting Activity
| As of 12/31/2024 | Count (#) | Estimated Value ($) |
|---|---|---|
| RSUs unvested | 48,360 | 2,938,354 |
| PSUs unearned (financial) | 24,180 | 1,469,177 |
| PSU 2024 tranche shown separately | 8,060 | 489,726 |
| 2024 stock awards vested | — | — (no vest for Duan in 2024) |
Vesting cadence implications:
- First RSU vest of 25% (12,090 shares) on May 20, 2025, then 1/16 quarterly thereafter, creating predictable quarterly supply thereafter .
- 2024 PSU ARR tranche paid 0% for the tranche vesting in Feb/May 2025, reducing near-term PSU-related share supply; rTSR PSU cliff remains to 2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,429 shares (<1%) as of March 11, 2025 |
| Options | No options reported outstanding for Duan |
| Stock ownership guidelines | Executives must hold stock equal to 1x base salary (5x for Co-CEOs); methodology excludes unearned PSUs and (from Feb 2024) excludes unexercised options; compliance phase-in to later of Feb 2025 or 5 years in role; as of Dec 31, 2024, all executives were in compliance |
| Hedging/pledging | Company policy prohibits hedging and pledging of BlackLine stock |
| Vested vs. unvested | Substantially all equity from 2024 new-hire grants remained unvested at 12/31/2024 (RSUs 48,360; PSUs as above) |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment agreement | At hire on May 6, 2024; base salary $425,000; target bonus 70% of salary; $6.0M target equity (50% RSUs; 50% PSUs) |
| Regular severance (outside change-in-control) | Lump sum equal to 6 months’ base salary ($212,500 based on 2024 rate) and up to 6 months COBRA; plus special provision for Duan: if terminated not-for-cause within first 12 months, acceleration of RSUs scheduled for first vesting date |
| Change-in-control (double-trigger) | If terminated not-for-cause or resigns for good reason in the CoC period (3 months before to 12 months after): 100% vesting of all outstanding equity (performance deemed at 100% of target), cash equal to 12 months base salary ($425,000), and up to 12 months COBRA |
| 280G treatment | Best-net cutback; no excise tax gross-up |
| Estimated payouts (12/31/2024 assumption) | Not in CoC: cash $212,500; health $14,146; equity acceleration $734,588. In CoC: cash $425,000; health $28,002; equity acceleration $5,346,029 |
Performance Compensation – Metric Design Summary
| Component | Metric(s) | Target & Scale | Notes |
|---|---|---|---|
| 2024 Annual Bonus | Revenue; Non-GAAP Operating Margin | Funding at 122.9% based on $653.3M revenue vs $657.3M target (75.8% factor) and 19.4% margin vs 18.0% target (170% factor), weighted 50/50 | Duan’s target $195,082 (prorated) and payout $239,715 |
| 2024 PSUs | ARR (annual tranches); rTSR (3-year) | ARR tranche scale (97%→50%, 100%→100%, 101.6%→200%); rTSR percentile scale (25th→50%, 55th→100%, 75th→200%) | ARR 2024 tranche earned 0% (no vest for 2024 tranche); rTSR measured FY2024–FY2026, vests Feb 20, 2027 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid above target due to margin outperformance, but 2024 PSU ARR tranche paid 0%, demonstrating sensitivity of equity to top-line growth; his equity mix is predominantly performance- and service-based, aligning with shareholders .
- Supply/overhang and selling pressure: RSU vesting begins with a 25% cliff on May 20, 2025 (12,090 shares), then quarterly 1/16, creating regular windows for potential sales; zero vesting from 2024 PSU ARR tranche reduces early 2025 supply from PSUs .
- Retention: New-hire equity ($6.0M target) with multi-year vesting and double-trigger 100% acceleration under CoC offers balanced retention and M&A protection; outside CoC severance is modest (6 months salary) with a targeted first-year RSU protection, suggesting moderate retention hooks .
- Alignment and risk controls: Prohibition on pledging/hedging reduces misalignment risk; stock ownership guidelines (1x salary) with compliance requirements support skin-in-the-game over time; current beneficial ownership is small (<1%), typical for a new hire .
Overall, Duan’s package emphasizes operational execution (ARR growth and rTSR), with vesting structures that limit early equity monetization and a double-trigger CoC that could accelerate vesting in a sale scenario; near-term trading supply is primarily from RSU vesting starting May 2025, while PSU vesting depends on ARR and rTSR outcomes .