Owen Ryan
BLACKLINEAbout Owen Ryan
Owen Ryan, age 62, is Co-Chief Executive Officer and Chair of the Board at BlackLine (director since 2018; Chair since January 2023; Co-CEO since March 2023). He is a CPA with extensive leadership in risk advisory and operating roles (ex-CEO/Managing Partner, Deloitte Advisory; ex-CEO/President, AEGIS; ex-CEO, Geller Advisors), and holds an MBA from Columbia and a B.S. from New Jersey City University . Under his co-leadership, BlackLine delivered 2024 revenue of $653.3M (+11% YoY), GAAP operating margin of 2.8% (↑ from 2.4%), non-GAAP operating margin of 19.4% (↑ from 16.5%), net income attributable to BL of $161.2M, operating cash flow of $190.8M, and free cash flow of $164.0M . Relative TSR is a core long-term metric in his equity plan (rTSR vs S&P Software & Services Select Industry Index), reflecting a shift toward market-based pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte Advisory (Deloitte & Touche LLP’s Risk Advisory) | CEO & Managing Partner; various roles | 1985–2016 | Led risk advisory growth, bringing deep financial, accounting, and enterprise risk expertise |
| AEGIS Insurance Services | CEO & President | 2016–2017 | Operated a mutual insurer, expanding leadership breadth in financial services |
| Geller Advisors LLC | CEO | 2019–2022 | Ran strategic advisory/wealth management platform |
| Geller & Company | Chief Strategy Officer; Managing Principal | 2018–2022 | Drove outsourced CFO/technology services strategy |
| BlackLine, Inc. | Co-CEO and Chairman/Chair of Board | 2023–present | Oversees strategy and operations at a scaled SaaS platform for digital finance transformation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lincoln National Corp. | Director | Sep 2023–present | Current public company board service |
Fixed Compensation
| Year/Element | Amount | Notes |
|---|---|---|
| 2024 Base Salary | $500,000 | Per employment agreement (at-will) |
| 2024 Target Bonus | 100% of base salary | Target cash opportunity, prorated mechanics disclosed |
| 2024 Actual Bonus Paid | $609,812 | Funded at 122.9% based on plan outcomes |
| 2024 Total Reported Compensation | $10,427,429 | Summary Compensation Table |
Performance Compensation
Annual Cash Bonus – 2024 Plan Outcomes
| Metric | Weight | Target | Actual | Payout (per metric) | Weighted Contribution |
|---|---|---|---|---|---|
| Revenue | 50% | $657.3M | $653.3M | 75.8% | 37.9% |
| Non-GAAP Operating Margin | 50% | 18.0% | 19.4% | 170.0% | 85.0% |
| Total Bonus Funding | 122.9% |
- Plan definitions: Revenue excludes M&A in-year; Non-GAAP OM adjusts for amortization, SBC, certain one-offs; linear interpolation between thresholds; no discretionary component in 2024 .
Long-Term Equity – 2024 Grants and Structure
| Grant Type (3/17/2024 unless noted) | Target Shares | Vesting Schedule | Performance Metric(s) |
|---|---|---|---|
| RSUs | 63,390 | 25% on 2/20/2025; then 1/16 quarterly, subject to continued service | Time-based retention |
| PSUs – Financial Metric | 31,695 | One-third each on 2/20/2025/2026/2027; each tranche tied to annual goals | Annualized Recurring Revenue (ARR) for 2024 tranche |
| PSUs – rTSR | 31,695 | 100% on 2/20/2027 | rTSR vs S&P Software & Services Select Industry Index over FY2024–FY2026 |
2024 performance decisions:
- 2024 PSUs (ARR tranche scheduled for 2/20/2025): Target $674.4M ARR vs actual $641.2M; below threshold → 0% earned (Ryan’s 10,565 target tranche did not vest) .
- 2022/2023 PSUs (2024 measurement for tranche vesting on 2/20/2025): Weighted vesting 81.3% (Revenue 75.8%, ARR below threshold 0%, Non-GAAP OM 170.0%) .
| PSU Tranche Decisions (vesting 2/20/2025) | Target | Actual | Pre-weight % | Weighted % |
|---|---|---|---|---|
| Revenue | $657.3M | $653.3M | 75.8% | 30.3% |
| ARR | $674.4M | $641.2M | —% | —% |
| Non-GAAP OM | 18.0% | 19.4% | 170.0% | 51.0% |
| Total 2022/2023 PSU Earnout | 81.3% |
2024 Total Equity Target (for context, grant-date sizing methodology)
| Component | Shares (Target) | Target Grant Value |
|---|---|---|
| RSUs | 63,390 | Included in $7.5M total target |
| PSUs – Financial Metric | 31,695 | Included in $7.5M total target |
| PSUs – rTSR | 31,695 | Included in $7.5M total target |
| Co-CEO 2024 Equity Target | — | $7,500,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 70,753 shares (67,879 held + 2,874 options exercisable within 60 days); under 1% of outstanding |
| Options | 2,874 options @ $47.64 strike, expiring 8/10/2028 (exercisable) |
| Unvested RSUs (examples as of 12/31/2024) | 39,308 (2023 grant); 63,390 (2024 grant) outstanding |
| Unvested PSUs Outstanding | 31,695 rTSR PSUs (3-year period); financial-metric PSUs granted, with 2024 tranche (10,565 target) unearned at 0% |
| Ownership Guidelines (Executives) | 5x base salary for Co-CEOs; phase-in to later of Feb 2025 or 5 years; all executives in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors/officers (no pledging), with 10b5-1 plan guidelines in policy |
| Expected Vesting Supply Cadence | 25% of 2024 RSUs vest on 2/20/2025 (15,847 shares), then ~3,962 shares quarterly (1/16th), subject to service; 2024 PSU ARR tranche (10,565 target) did not vest, reducing near-term supply |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; 2024 base salary $500,000; 100% target annual bonus |
| Severance (non-CoC) | If terminated without cause outside CoC window: 12 months salary + up to 12 months COBRA reimbursements |
| Change-in-Control (double-trigger) | If terminated without cause or resigns for good reason within 3 months before to 12 months after CoC: 150% salary + prorated target bonus + up to 18 months COBRA + 100% vesting of equity; PSUs: completed periods at actual; incomplete at target (rTSR truncated to date pre-CoC) |
| Estimated CoC Economics (12/31/2024) | Cash severance $1,246,270; COBRA $47,993; equity acceleration $12,226,492 (valuation basis detailed in proxy) |
| Clawback | Compensation Recovery Policy adopted 2023 consistent with Nasdaq listing standards (financial restatement recoupment) |
| Perquisites/Plans | Minimal perqs; no special retirement/SERP; no 280G/4999 tax gross-ups |
Board Governance
- Roles: Chair of the Board (since Jan 2023) and Co-CEO (since Mar 2023). He is not an independent director while serving as Co-CEO; the Board appointed a Lead Independent Director (Thomas Unterman) to strengthen independent oversight .
- Board independence/structure: 9 of 11 current directors independent; all audit and compensation committee members meet enhanced independence standards; Technology & Cybersecurity and Nominating committees chaired by independent directors .
- Committees: Ryan serves on no board committees .
- Board activity: 13 meetings in FY2024; all directors attended ≥75% of board/committee meetings .
- Director compensation: Employee directors (Ryan) do not receive outside director pay .
- Director ownership guidelines: 4x cash retainer for non-employee directors (not applicable to Ryan while an employee); all non-employee directors in compliance .
Compensation Structure Analysis
- Mix and risk: Co-CEO pay skews toward at-risk performance compensation (PSUs and annual bonus). 2024 bonus paid above target (profitability outperformance), but 2024 ARR tranche of PSUs paid 0%, evidencing downside risk in top-line tied awards .
- Shift to market-based metrics: Introduction of 3-year rTSR in 2024 PSU grants addresses shareholder feedback for longer horizons and stock performance linkage; reduced overlap between cash bonus and equity metrics .
- Governance features: Double-trigger CoC equity vesting; no tax gross-ups; formal clawback; hedging/pledging prohibited. These support shareholder-friendly alignment and mitigate excessive risk-taking concerns .
Say-on-Pay & Shareholder Feedback
| Item | Result/Response |
|---|---|
| 2024 Say-on-Pay Approval | Over 94% approval |
| Key Investor Feedback (2023 engagement) | Longer performance periods; more disclosure; TSR-based LTIs; avoid metric overlap |
Performance & Track Record
| 2024 Operating Highlights | Value |
|---|---|
| GAAP Revenue | $653.3M (+11% YoY) |
| GAAP Operating Margin | 2.8% (vs 2.4% in 2023) |
| Non-GAAP Operating Margin | 19.4% (vs 16.5% in 2023) |
| GAAP Net Income attributable to BL | $161.2M |
| Operating Cash Flow | $190.8M |
| Free Cash Flow | $164.0M |
- Notable: Profitability discipline drove margin outperformance and stronger FCF, while ARR underperformed plan, impacting PSU vesting (0% for 2024 PSU ARR tranche) .
Compensation Peer Group (for 2024 decisions)
Alteryx; AppFolio; Appian; Clearwater Analytics; Five9; Intapp; nCino; PagerDuty; Procore; Q2 Holdings; Qualys; Rapid7; Smartsheet; SPS Commerce; Tenable; Varonis; Workiva (selected on size/industry/talent market) .
Equity Vesting Schedules (Selected)
| Award | Schedule |
|---|---|
| 2024 RSU | 25% on 2/20/2025; then 1/16 quarterly, subject to service |
| 2024 PSU (Financial) | One-third on each of 2/20/2025, 2/20/2026, 2/20/2027; each tranche tied to annual goals (2024 tranche tied to ARR) |
| 2024 PSU (rTSR) | Cliff vest 100% on 2/20/2027 based on 3-year rTSR vs index |
| Legacy 2022/2023 PSUs (2024 measurement) | 81.3% earned for 2/20/2025 tranche |
Investment Implications
- Pay-for-performance alignment: 2024 ARR miss driving 0% PSU tranche vesting offsets above-target bonus from margin outperformance, signaling balanced incentives and real downside for growth underachievement .
- Selling pressure: Quarterly RSU vesting (plus the 25% cliff in Feb 2025) creates periodic supply, but the 0% 2024 PSU tranche reduces near-term incremental issuance; hedging/pledging bans and ownership guidelines limit misalignment and leverage risks .
- Retention/CIC dynamics: Double-trigger CoC with full equity acceleration at target and 150% salary cash multiple provides strong retention but creates potential overhang in strategic transactions; no gross-ups and a robust clawback temper governance risk .
- Governance of dual role: Chair + Co-CEO structure is mitigated by a majority-independent board and an empowered Lead Independent Director, reducing independence concerns investors often raise with combined roles .
- Execution risk: While profitability and FCF trends improved, topline/ARR underperformance vs targets increased equity forfeiture probability; 3-year rTSR introduces market-relative discipline for future vesting .