Scott Davidson
BLACKLINEAbout Scott Davidson
Scott Davidson (age 59) is an independent director of BlackLine, Inc. appointed on March 14, 2025 pursuant to a Cooperation Agreement with Scalar Gauge Fund; he serves in Class I with a current term expiring at the 2026 annual meeting . He brings CFO/COO-level operating expertise across public and private software companies and is the founder of D4i Capital; he holds a B.S. in finance (Florida Atlantic University) and an MBA (University of Miami) . As of the 2025 proxy, he had not yet been placed on a standing committee but is slated to be appointed to one prior to the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| D4i Capital | Founder | 2022–present | Investment and operating advisory experience |
| Alteryx, Inc. | Chief Operating Officer | 2019–2022 | Led operations at a publicly traded data analytics software company |
| Docker, Inc. | Chief Financial Officer | 2019 | CFO experience in software infrastructure |
| Hortonworks, Inc. | Chief Operating Officer; Chief Financial Officer | 2017–2019; 2014–2017 | Dual COO/CFO roles in enterprise data software, including pre-merger operations |
| Quest Software, Inc. | Chief Financial Officer | 2007–2012 | Public-company CFO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PowerGem, LLC | Board role (Other Relevant Board) | 2024–present | Board-level oversight; specific committees not disclosed |
| Technosylva | Board role (Other Relevant Board) | 2022–present | Board-level oversight; specific committees not disclosed |
| Tungsten Automation | Board role (Other Relevant Board) | 2022–present | Board-level oversight; specific committees not disclosed |
| Veracode | Board role (Other Relevant Board) | 2022–present | Board-level oversight; specific committees not disclosed |
| Appfire | Board role (Other Relevant Board) | 2022–present | Board-level oversight; specific committees not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Class and Term | Class I; Director since March 14, 2025; current term expires 2026 |
| Independence | Independent; Board determined nine of eleven directors are independent (excluding Co-CEOs) |
| Committee Assignments | None as of March 11, 2025; slated to be appointed to one standing committee prior to 2025 annual meeting per Cooperation Agreement |
| Board Attendance (FY2024) | Board held 13 meetings; all directors (serving in 2024) attended ≥75% of their Board and committee meetings (Davidson joined in 2025) |
| Board Leadership | Chair: Owen Ryan (employee director); Lead Independent Director: Thomas Unterman |
| Board Composition | 11 directors; staggered three classes; diversity and tenure statistics disclosed |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Paid quarterly in arrears |
| Audit Committee member retainer | $10,000 | Paid quarterly in arrears |
| Compensation Committee member retainer | $7,500 | Paid quarterly in arrears |
| Technology & Cybersecurity Committee member retainer | $5,000 | Effective Feb 14, 2024 |
| Nominating & Corporate Governance Committee member retainer | $4,000 | Paid quarterly in arrears |
| Lead Independent Director additional retainer | $30,000 | Paid quarterly in arrears |
| Audit Committee Chair additional retainer | $20,000 | Paid quarterly in arrears |
| Compensation Committee Chair additional retainer | $15,000 | Paid quarterly in arrears |
| Technology & Cybersecurity Committee Chair additional retainer | $10,000 | Effective Feb 14, 2024 |
| Nominating & Corporate Governance Committee Chair additional retainer | $8,000 | Paid quarterly in arrears |
Performance Compensation
| Item | Davidson (2025) | Policy/Structure | Vesting/Performance |
|---|---|---|---|
| Initial RSU grant | 668 RSUs granted March 14, 2025; vests May 7, 2025 (subject to service) | Initial award value formula prorated vs. $200,000 target; time-based RSUs | 100% vest at earlier of one-year or day prior to next annual meeting; no performance metrics |
| Annual RSU grant | Not yet disclosed for Davidson in 2025 proxy | Automatic annual RSU grant with $200,000 grant date value (increased from $185,000 in 2024) | 100% vest at earlier of one-year or day prior to next annual meeting; no performance metrics |
| Change-of-control treatment | Not applicable yet | All director equity awards fully vest upon change-in-control if serving through the transaction |
Directors do not receive performance-based equity; awards are time-based RSUs under the Outside Director Compensation Policy .
Other Directorships & Interlocks
- Appointment via Cooperation Agreement with Scalar Gauge Fund; includes standstill, voting commitments, and non-disparagement provisions; Davidson appointed with term beginning March 14, 2025 and to be placed on a standing committee before the annual meeting .
- No related-party transactions involving Davidson were disclosed in the proxy; the Audit Committee reviews and approves related-party transactions under the Company’s policy .
Expertise & Qualifications
- Extensive financial/accounting expertise including public-company CFO; significant digital/process transformation experience in CFO office; strategy, financial management, and operational leadership across software/technology companies .
- Prior COO/CFO roles position him as a financial expert with acquisition, sales, and marketing experience useful for Board oversight of SaaS scaling, profitability, and capital allocation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Scott Davidson | 668 | <1% | Includes RSUs vesting within 60 days of March 11, 2025; 63,076,641 shares outstanding as of Record Date |
| Director Stock Ownership Guidelines | 4x annual Board cash retainer required; compliance deadline is later of Feb 2025 or fifth anniversary of Board service; all non-employee directors were in compliance as of Dec 31, 2024 (Davidson joined in 2025) | ||
| Insider Trading Policy | Hedging and pledging of Company stock are prohibited for directors, officers, and employees |
Governance Assessment
- Independence and Board fit: Davidson is independent, adds deep CFO/COO operating experience aligned with BlackLine’s SaaS profile; Board lists “Finance” and “SaaS Operations Leadership” as key capabilities among directors .
- Committee contribution pending: Cooperation Agreement requires his appointment to a standing committee prior to the annual meeting—investors should monitor committee placement (Audit vs. Compensation vs. Technology & Cybersecurity) given his finance and operations background .
- Ownership alignment: New director with initial RSUs (668) and subject to robust ownership guidelines; Company prohibits pledging/hedging, which supports alignment and risk mitigation .
- Conflicts and related parties: No related-person transactions involving Davidson disclosed; Company maintains an Audit Committee approval process for any future related-party transactions .
- Shareholder signals: The Board engaged meaningfully on executive compensation design, yielding 94% say-on-pay support in 2024 after changes (longer performance periods, rTSR, reduced overlap of metrics), which supports overall governance credibility—though this pertains to NEO pay rather than director pay .
- Risk indicators & RED FLAGS: None disclosed specific to Davidson—no Section 16(a) reporting delinquencies for him noted; hedging/pledging prohibited; no related-party transactions identified .
Overall implication: Davidson’s appointment via a cooperation agreement reflects active shareholder engagement; his independent status and finance/operations background should strengthen oversight of profitability and capital allocation. Watch for his committee assignment and future equity ownership progress under director guidelines .