Mika Yamamoto
BLACKLINEAbout Mika Yamamoto
Independent director at BlackLine, Inc. (BL) since 2019; age 52; currently serves as Chair of the Compensation Committee. She brings >20 years in SaaS go-to-market leadership spanning sales, customer engagement, and marketing; education: Bachelor of Commerce (Economics & Marketing) from Queen’s University. Her current term expires at the 2025 annual meeting, and she is nominated for re‑election as a Class III director through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freshworks | Chief Customer and Marketing Officer | 2023–present | Led customer and marketing strategy at cloud SaaS company |
| F5 Networks, Inc. | Chief Customer Engagement and Marketing Officer | 2019–2023 | Enterprise customer engagement and marketing leadership |
| Adobe/Marketo | Global President of Marketo (2018); SVP & GM of Marketo at Adobe | 2018–2019 | Drove brand and growth post‑acquisition |
| SAP SE | Chief Digital Marketing Officer (2017–2018); CMO of SMB (2016–2017) | 2016–2018 | Digital and SMB marketing scale-up |
| Amazon.com | Head of Marketing & Merchandising – Amazon Books | 2015–2016 | Retail marketing leadership |
| Drumroll | Growth Officer and Strategist | 2013–2015 | Brand experience strategy |
External Roles
- No other public company directorships disclosed for Ms. Yamamoto in BL’s 2025 proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by Nasdaq standards; meets enhanced Compensation Committee independence standards |
| Committee assignments | Compensation Committee (Chair) |
| Board service | Director since 2019; Class III; current term ends 2025; nominated for 2028 term |
| Attendance | Board held 13 meetings in FY2024; each director attended at least 75% of aggregate Board and committee meetings |
| Committee activity | Compensation Committee met 8 times in 2024 |
| Interlocks | No compensation committee interlocks; none of 2024 members were Company officers and no cross‑board interlocks noted |
Fixed Compensation (Non‑Employee Director Pay – FY2024)
| Component | Amount |
|---|---|
| Board annual cash retainer | $40,000 |
| Compensation Committee Chair fee | $15,000 |
| Total cash fees earned (Yamamoto) | $55,000 |
| Meeting fees | Not applicable (none disclosed) |
| Director stock ownership guidelines | 4× annual Board cash retainer; compliance required by Feb 2025; all non‑employee directors were in compliance as of Dec 31, 2024 |
Performance Compensation (Director Equity – FY2024)
| Equity Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual Award) | May 9, 2024 | 3,390 | $199,976 | 100% on earlier of 1‑year anniversary or day prior to next annual meeting, subject to service |
| Options | Outstanding at 12/31/2024 | 766 (held) | — | Legacy options; exercisable within 60 days of March 11, 2025 (15) (18) |
Notes
- Annual director equity awards are automatic, nondiscretionary under the Outside Director Compensation Policy; full vesting upon change‑of‑control as defined in the plan .
- Directors receive time‑based RSUs; no director PSUs or option grants in 2024 were disclosed for Yamamoto .
Other Directorships & Interlocks
- None disclosed; no related interlocks with competitors/customers reported for Yamamoto .
Expertise & Qualifications
- Deep SaaS sales, customer engagement, and marketing leadership across enterprise, mid‑market, and SMB; >20 years in channels, strategy, operations at global tech companies .
- Data analysis and trend interpretation for customer engagement; software sector domain expertise .
- Education: Bachelor of Commerce, Economics and Marketing, Queen’s University .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 10,266 shares (includes 6,110 held, 766 options exercisable within 60 days, and 3,390 RSUs vesting within 60 days) (18) |
| Ownership % of outstanding | <1% (63,076,641 shares outstanding as of March 11, 2025) |
| Vested vs unvested | RSUs 3,390 outstanding at year‑end (unvested); options 766 exercisable within 60 days (15) (18) |
| Hedging/pledging | Prohibited under BL’s Insider Trading Compliance Policy |
| Director ownership guidelines | 4× annual cash retainer; all non‑employee directors in compliance as of 12/31/2024 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company reported certain late Form 4 filings for named insiders due to administrative oversight; Yamamoto not listed among late filers |
Governance Assessment
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Board effectiveness and engagement
- As Compensation Committee Chair, Yamamoto led shareholder engagement in fall 2023 and oversaw 2024 compensation design changes reflecting investor feedback (longer performance periods, rTSR inclusion, removal of overlapping metrics) .
- The Compensation Committee met eight times in 2024, indicating active oversight; all members (including Yamamoto) met enhanced independence standards .
- 2024 Say‑on‑Pay support exceeded 94%, signaling investor endorsement of program changes under her committee’s purview .
-
Pay structure and alignment
- Non‑employee director pay mixes modest cash (Board retainer/Chair fees) with time‑based RSUs; annual RSU grant value increased to $200,000 in 2024 per policy review, aligning director equity with shareholder outcomes while avoiding performance overlap .
- Strong alignment controls: robust ownership guidelines, clawback policy adopted in 2023, and prohibitions on hedging/pledging .
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Conflicts and related‑party exposure
- No related‑party transactions involving Yamamoto disclosed; Compensation Committee interlocks absent; insider trading compliance noted with no delinquency for Yamamoto .
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RED FLAGS
- None disclosed specific to Yamamoto (no attendance issues; no related‑party transactions; in compliance with ownership guidelines) .