Sophia Velastegui
BLACKLINEAbout Sophia Velastegui
Sophia Velastegui, age 49, has served as an independent director of BlackLine since 2020. She is Chair of the Technology & Cybersecurity Committee and a member of the Audit Committee, bringing deep expertise in AI, product development, data strategy, and cybersecurity; she holds an M.S. in Mechanical Engineering from UC Berkeley and a B.S. in Mechanical Engineering from Georgia Tech . She is a continuing Class II director with a current term expiring in 2027; the Board has determined she is independent under Nasdaq rules and satisfies enhanced independence standards for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velastegui Ventures LLC | Chief Executive Officer | 2020–present | — |
| National Artificial Intelligence Advisory Committee (U.S. NSF) | Member | 2023–present | Federal advisory role |
| Aptiv PLC | Senior Vice President & Chief Product Officer | 2022–2024 | Product leadership |
| Microsoft Corporation | CTO, AI in Business Applications; GM, AI Products & Search | 2020–2022; 2017–2020 | AI product strategy |
| Doppler Labs | Chief Product Officer | 2017 | — |
| Nest Labs, Inc. (acquired by Google) | Head of Silicon/Architecture Roadmap | 2014–2017 | Silicon/architecture roadmap |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| National AI Advisory Committee (U.S. NSF) | Member | Government advisory | Independent federal agency advisory body |
| Other public company boards | — | — | None disclosed in BL’s 2025 proxy biography for Ms. Velastegui |
Board Governance
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Technology & Cybersecurity | Chair | 4 | Oversight of major technology projects, AI initiatives, cybersecurity, data privacy, disaster recovery; coordinates with Audit on breach incidents and controls |
| Audit | Member | 5 | Oversees accounting, reporting, internal controls, auditor independence, related-party approvals |
- Board met 13 times in 2024; each director attended at least 75% of Board and relevant committee meetings during periods of service .
- Independence: Board determined Ms. Velastegui is independent; she also meets enhanced independence standards for Audit Committee service .
- Tenure: Director since 2020; current Class II term runs through 2027 .
- Compensation Committee interlocks: None during 2024; no cross-board interlocks with BL executives reported .
Fixed Compensation
| Component | Policy Amount ($) | Timing | Notes |
|---|---|---|---|
| Board annual cash retainer | 40,000 | Paid quarterly, prorated | Outside Director Compensation Policy |
| Audit Committee member | 10,000 | Paid quarterly, prorated | Member retainer |
| Technology & Cybersecurity Committee member | 5,000 | Paid quarterly, prorated | Committee formed Feb 2024 |
| Technology & Cybersecurity Committee Chair (additional) | 10,000 | Paid quarterly, prorated | Chair retainer |
| Director | Fees Earned or Paid in Cash (2024) ($) |
|---|---|
| Sophia Velastegui | 58,791 |
- Policy review: In Q1 2024, annual equity award and initial equity award values increased to $200,000; Tech & Cyber committee cash retainers established effective Feb 14, 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Annual Award) | May 9, 2024 | 3,390 | 199,976 | 100% on earlier of May 9, 2025 or day prior to next annual meeting, subject to continued service | Standard annual director RSUs |
| Change-in-control provision | — | — | — | Full vesting upon change in control if serving through event | Per Outside Director policy |
Performance metrics tied to director equity: None; director RSUs are time-based and not linked to revenue/EBITDA/TSR metrics .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None during 2024; no executive officer cross-service on other boards’ comp committees |
| Family relationships | None among directors and executive officers |
| Related-party transactions | Audit Committee reviews and approves related-party transactions; proxy does not disclose any related-party transactions involving Ms. Velastegui |
Expertise & Qualifications
- Extensive expertise in business and product leadership, AI, data strategy, and engineering; strategic leadership in technology and software companies .
- Valuable cybersecurity expertise supporting Board and Technology & Cybersecurity Committee oversight .
- Education: M.S. Mechanical Engineering (UC Berkeley); B.S. Mechanical Engineering (Georgia Tech) .
Equity Ownership
| Holder | Common Stock Held Directly | RSUs Vesting within 60 Days | Total Beneficial Ownership | Percent of Outstanding |
|---|---|---|---|---|
| Sophia Velastegui | 12,364 | 3,390 | 15,754 | <1% (*) |
- Ownership guidelines: Directors must hold stock equal to 4x annual Board cash retainer; as of Dec 31, 2024 all non-employee directors were in compliance .
- Hedging/pledging: Prohibited for directors under BL’s Insider Trading Compliance Policy .
- Options: None disclosed for Ms. Velastegui as of Dec 31, 2024 .
Governance Assessment
- Board effectiveness: As Chair of the Technology & Cybersecurity Committee, Velastegui leads oversight of AI initiatives and the cybersecurity threat landscape, coordinating with Audit on breach incidents and internal control systems; the committee met four times in 2024, indicating regular engagement on technology risk .
- Financial oversight: Audit Committee membership adds rigor on financial reporting, internal controls, and related-party approvals; she satisfies enhanced independence standards for Audit Committee service .
- Independence and engagement: Independent director since 2020 with Board determination of independence; Board met 13 times in 2024 and all directors met the 75% attendance threshold for Board/committee meetings, supporting engagement .
- Alignment: Director pay is predominantly equity-based (time-based RSUs) with stock ownership guidelines and compliance, plus prohibitions on hedging/pledging—positive alignment signals for investors .
- Conflicts/RED FLAGS: No compensation committee interlocks; proxy does not disclose any related-party transactions involving Ms. Velastegui; no family relationships; no pledging allowed—no red flags identified in the proxy disclosure .