Karole Morgan-Prager
BLACKLINEAbout Karole Morgan-Prager
Karole Morgan‑Prager is BlackLine’s Chief Legal and Administrative Officer (since October 2016), Secretary (since August 2015), and Chief Legal Officer (since May 2015). She holds a J.D. from UCLA and a B.A. in Journalism and Political Science from the University of Nevada; her most recent proxy lists her age as 61 as of March 15, 2024 . Recent pay-for-performance design centers on revenue and profitability: 2024 revenue was $653.3 million versus a $657.3 million target and non‑GAAP operating margin was 19.4% versus an 18.0% target, driving a 122.9% bonus payout for NEOs . BlackLine prohibits hedging and pledging, and maintains executive stock ownership guidelines requiring 1x base salary (5x for Co‑CEOs), with all executives in compliance as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The McClatchy Company | General Counsel & Corporate Secretary; Vice President; Vice President, Corporate Development | Jul 1995–May 2015; VP since May 1998; VP Corporate Development since May 2012 | Led legal, governance, and corporate development for a major publisher |
| The Times Mirror Company | Associate General Counsel | Nov 1992–Jun 1995 | Corporate securities legal work at a large publisher acquired by Tribune Co. |
| Morrison & Foerster LLP | Associate (corporate securities) | Oct 1987–Oct 1992 | Capital markets and securities law practice |
External Roles
No public company directorships or external board roles are disclosed in BlackLine’s proxy biographies for Morgan‑Prager .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $385,000 | $410,000 | $440,000 |
| Target Bonus % of Salary | 50% | 50% | 60% |
| Target Bonus ($) | — | $205,000 | $249,331 (prorated) |
| Actual Bonus Paid ($) | $159,908 | $87,535 | $306,375 |
Performance Compensation
2024 Annual Cash Bonus (company-wide matrix and payout)
| Performance Measure | Target | Actual | Weighting | Payout per measure | Weighted payout |
|---|---|---|---|---|---|
| Revenue | $657.3 million | $653.3 million | 50% | 75.8% | 37.9% |
| Non‑GAAP Operating Margin | 18.0% | 19.4% | 50% | 170.0% | 85.0% |
| Total bonus funding | — | — | — | — | 122.9% |
| Executive | 2024 Target Bonus ($) | 2024 Actual Bonus ($) |
|---|---|---|
| Karole Morgan‑Prager | $249,331 (prorated) | $306,375 |
Long-Term Equity Awards and Vesting
| Grant year | Instrument | Shares | Target grant value | Vesting schedule |
|---|---|---|---|---|
| 2024 | RSUs | 26,200 | Part of $3,100,000 total | 25% on Feb 20, 2025; 1/16 quarterly thereafter, service‑based |
| 2024 | PSUs (Financial metrics) | 13,100 | Part of $3,100,000 total | One‑third on Feb 20 of 2025/2026/2027, annual goals; service + performance |
| 2024 | PSUs (rTSR 2024–2026) | 13,100 | Part of $3,100,000 total | Single three‑year rTSR period; service + performance |
| 2023 | RSUs | 23,060 | Part of $3,300,000 total | 25% on Feb 20, 2024; 1/16 quarterly thereafter, service‑based |
| 2023 | PSUs (annual goals) | 23,060 | Part of $3,300,000 total | One‑third on Feb 20 of 2024/2025/2026; service + performance |
Notes:
- 2024 PSU design: 50% tied to annual financial goals and 50% tied to rTSR over 2024–2026 . The portion tied to annual recurring revenue for 2024 PSU awards was below threshold and did not vest for that component .
Equity Ownership & Alignment
Beneficial Ownership
| As-of date | Shares beneficially owned | % of outstanding |
|---|---|---|
| Mar 1, 2021 | 159,465 | <1% |
| Mar 1, 2023 | 227,648 | <1% |
| Mar 1, 2024 | 240,785 | <1% |
| Mar 11, 2025 | 155,322 | <1% |
Outstanding Equity Awards (selected items, 12/31/2024)
| Grant | Type | Status | Shares/Units | Exercise Price | Market value at 12/31/2024 |
|---|---|---|---|---|---|
| 3/6/2021 | Stock option | Exercisable | 13,002 | $111.53 | — |
| 3/6/2021 | Stock option | Unexercisable | 868 | $111.53 | — |
| 3/6/2021 | RSU | Unvested | 399 | — | $24,243 |
| 4/4/2022 | RSU | Unvested | 5,300 | — | $322,028 |
| 12/30/2022 | RSU | Unvested | 13,154 | — | $799,237 |
| 3/7/2023 | RSU | Unvested | 12,972 | — | $788,179 |
| 2/14/2024 | RSU | Unvested | 5,654 | — | $343,537 |
| 2/14/2024 | RSU | Unvested | 7,687 | — | $467,062 |
| 3/17/2024 | RSU | Unvested | 26,200 | — | $1,591,912 |
| 3/17/2024 | PSU (unearned) | Unvested | 13,100 | — | $795,956 |
| 3/17/2024 | RSU | Unvested | 4,366 | — | $265,278 |
Ownership policies and alignment
- Executive stock ownership guidelines require minimum ownership of 1x base salary for executive officers (5x for Co‑CEOs), calculated on 90-day trailing average stock price; methodology was tightened in February 2024 to exclude unexercised options, with all executives in compliance as of December 31, 2024 .
- Insider Trading Policy prohibits hedging and pledging of company stock and requires adherence to Rule 10b5‑1 plan guidelines .
10b5‑1 Trading Arrangements (insider selling pressure indicators)
| Adoption date | Plan size | Duration |
|---|---|---|
| Nov 14, 2023 | Up to 10,007 shares (sales reduced by withholding tax shares) | Until Nov 15, 2024 or earlier if completed |
| Mar 8, 2024 | Up to 117,260 shares (sales reduced by withholding tax shares) | Until Mar 10, 2025 or earlier if completed |
Employment Terms
Severance and Change‑of‑Control Economics (policy participation; double‑trigger)
| Scenario | Cash severance | COBRA continuation (PV) | Equity vesting |
|---|---|---|---|
| Qualifying termination not in connection with change of control | $220,000 | $4,890 | None |
| Qualifying termination in connection with change of control (within 3 months before to 12 months after) | $440,000 | $9,680 | 100% acceleration of outstanding unvested equity; performance deemed at 100% for applicable awards; estimated value $6,107,656 |
Key terms:
- Double‑trigger only (payments/vesting require change of control plus qualifying termination); no excise tax gross‑ups; COBRA benefits provided as payment/reimbursement or lump sum .
- February 2024 update broadened equity acceleration to all outstanding awards upon qualifying termination in change‑of‑control period for covered executives including Morgan‑Prager; six months’ base salary outside CoC, one year inside CoC, plus health coverage .
Investment Implications
- Pay‑for‑performance alignment: 2024 bonus funding was sensitive to revenue and profitability, with below‑target revenue and above‑target non‑GAAP margin driving a 122.9% payout; Morgan‑Prager’s actual bonus of $306,375 reflects disciplined profitability execution in 2024 .
- Equity incentives emphasize retention with multi‑year vesting and increased performance rigor in 2024 via split PSUs (annual financial and rTSR); the ARR component failed to meet threshold in 2024, signalling tighter hurdles and reduced windfall risk .
- Insider selling pressure appears moderate but present, with 10b5‑1 plans for up to 10,007 shares (2023) and 117,260 shares (2024) indicating pre‑planned liquidity; the company’s ban on hedging/pledging mitigates alignment concerns .
- Retention risk looks contained by standard severance economics and full acceleration upon CoC‑related termination, but outside a transaction event, cash severance is only six months—suggesting balanced protection without excessive entrenchment .
- Governance safeguards include robust ownership guidelines (tightened in 2024), no tax gross‑ups, clawback policy adoption meeting Nasdaq standards, and cessation of stock option grants since 2021—reducing compensation risk inflation and reinforcing shareholder alignment .