Sam Balaji
BLACKLINEAbout Sam Balaji
Saranga “Sam” Balaji joined BlackLine’s Board on June 13, 2025 and was appointed to the Technology and Cybersecurity Committee; he previously spent 28 years at Deloitte, serving as Global CEO of Deloitte Consulting from 2019 to 2024. He holds a B.S. in Chemical Engineering (Annamalai University) and an M.S. in Computer Science & Automation (Indian Institute of Science). The company disclosed no family relationships and no related‑party transactions requiring Item 404(a) disclosure in connection with his appointment. He will serve in the director class with a term expiring at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Global CEO, Deloitte Consulting | 2019–2024 | Led strategy and execution driving growth with investments in Cloud, AI, Cyber; forged go‑to‑market relationships; led 100+ M&A/investments globally |
| Deloitte | Various leadership roles | ~1997–2019 | 28 years at Deloitte prior to CEO role; extensive enterprise technology and global scaling experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deloitte | Executive (non-director) | 1997–2024 | Career background; not a current public company directorship |
Board Governance
- Committee assignment: Technology and Cybersecurity Committee member effective June 13, 2025.
- Independence and conflicts: Company disclosed no family relationships with any director/officer and no direct or indirect material interest in related‑party transactions under Item 404(a).
- Indemnification: Will enter into BlackLine’s standard form of indemnification agreement.
- Director stock ownership guidelines: Minimum ownership equal to 4x annual Board cash retainer; compliance by the later of February 2025 or 5th anniversary of joining the Board; as of December 31, 2024, all non‑employee directors were in compliance (Balaji joined in 2025). Hedging and pledging of company stock are prohibited.
- Governance support: Director compensation program developed and periodically reviewed with independent consultant Compensia.
Fixed Compensation
| Component | FY 2024 Policy Amount (USD) | Applicability to Balaji |
|---|---|---|
| Annual Board cash retainer | $40,000 | Eligible under Outside Director Compensation Policy |
| Technology & Cybersecurity Committee – member retainer | $5,000 | Eligible as committee member |
| Technology & Cybersecurity Committee – chair retainer | $10,000 | Only if appointed chair (not disclosed) |
| Lead Independent Director retainer | $30,000 | Not applicable unless designated (not disclosed) |
| Nominating & Corporate Governance Committee – chair retainer | $8,000 | Not applicable unless appointed (not disclosed) |
Cash payments are made quarterly in arrears and prorated for partial service periods.
Performance Compensation
| Equity Award Type | Grant Basis | Vesting | Change‑in‑Control Treatment | Notes |
|---|---|---|---|---|
| Initial Award (RSUs) | Pro‑rata fraction of $200,000 based on months since last annual meeting | 100% vests on earlier of one‑year from grant or day prior to next annual meeting, subject to continued service | Full vesting upon change in control (as defined in 2016 Plan) | Granted on date individual first becomes a non‑employee director |
| Annual Award (RSUs) | $200,000 grant date value at each annual meeting | 100% vests on earlier of one‑year from grant or day prior to next annual meeting, subject to continued service | Full vesting upon change in control | Determined per GAAP grant date fair value methodology |
- Equity instruments for non‑employee directors are RSUs (time‑based), not performance‑conditioned PSUs; directors are eligible for all equity types except incentive stock options (grants under the Outside Director Compensation Policy are automatic and non‑discretionary).
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in appointment filing; no Item 404(a) related‑party transactions disclosed. |
Expertise & Qualifications
- Enterprise software, AI, cybersecurity, and global go‑to‑market expertise; significant M&A leadership (100+ transactions) and partnership building.
- Education: B.S. Chemical Engineering (Annamalai University); M.S. Computer Science & Automation (Indian Institute of Science).
Equity Ownership
- Director ownership guidelines: 4x annual Board cash retainer (value measured using 90‑day trailing average price as of last trading day of prior fiscal year); if not achieved by compliance date, 50% of after‑tax value of exercised options or vested RSUs retained until met. Hedging and pledging prohibited; Rule 10b5‑1 plan guidelines in place.
- As of December 31, 2024, all non‑employee directors complied with guidelines; Balaji joined in June 2025 and is subject to the same policy and phase‑in.
Governance Assessment
- Strengths: Independent consultant (Compensia) reviews director pay; robust ownership guidelines; hedging and pledging prohibited; no related‑party transactions or family ties disclosed at appointment; clear committee assignment aligning his cyber/AI experience.
- Watch items: Director RSUs fully vest upon change in control (single‑trigger for directors), which can be viewed as shareholder‑unfriendly; monitor for committee chair assignments that increase cash retainers and for any future related‑party ties given prior consulting background (none disclosed).
Attendance and per‑director equity grant details for Balaji (share counts, grant dates) were not disclosed as of his June 2025 appointment; future proxy filings should provide specific compensation and ownership data.