Therese Tucker
BLACKLINEAbout Therese Tucker
Founder and Co-CEO (through Sep 30, 2025), Director since 2001; age 63; B.S. in Computer Science and Mathematics (University of Illinois at Urbana‑Champaign). She founded BlackLine in 2001, served as CEO (2001–2021), Executive Chair (2021–2023), Co‑CEO (Mar 6, 2023–Sep 30, 2025), and will transition to Founder on Oct 1, 2025 while remaining on the executive team and Board . 2024 operating performance: revenue $653.3M (+11% y/y), GAAP operating margin 2.8%, non‑GAAP operating margin 19.4%, GAAP net income $161.2M, operating cash flow $190.8M, and free cash flow $164.0M . Cumulative TSR (value of $100 investment since 12/31/2019) stood at $118 in 2024 vs $190 for the S&P Software & Services Select Index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BlackLine, Inc. | Founder and CEO | 2001–2021 | Built category‑leading SaaS platform for the Office of the CFO . |
| BlackLine, Inc. | Executive Chair | 2021–2023 | Oversaw strategy and governance during leadership transition . |
| BlackLine, Inc. | Co‑CEO | Mar 6, 2023–Sep 30, 2025 | Led shift to profitability focus; improved non‑GAAP operating margin to 19.4% in 2024 . |
| BlackLine, Inc. | Founder (post‑transition) | Oct 1, 2025– | Will focus on customers, EMEA presence, and product development while remaining on the Board . |
| SunGard Treasury/Trading Systems | Chief Technology Officer | 1997–2001 | Product and technology leadership in financial software . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| BlackLine, Inc. | Director (non‑independent) | 2001–present | Not on Board committees; non‑independent as executive officer . |
Board governance (director service, committees, dual‑role implications)
- Board service history: Director since 2001; currently serves as Director while holding an executive role; not assigned to any committee .
- Independence/dual role: Board has majority independent directors; Tucker and Co‑CEO/Chair Owen Ryan are non‑independent. A Lead Independent Director role is used to mitigate combined management/Board influence (Lead Independent Director was Thomas Unterman in 2023; David Henshall became Lead Independent Director effective Aug 1, 2025) .
- Attendance: In 2024, the Board held 13 meetings and each director attended at least 75% of Board/committee meetings .
- Designation rights: Under the Stockholders’ Agreement, Tucker retains the right to Board designation while owning ≥5% of common stock; provisions apply if employment ceases and holdings fall below threshold .
- Employee directors (including Tucker) do not receive director compensation while employed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary | $485,000 | $500,000 |
| Target bonus (% of salary) | 100% | 100% |
| Actual annual bonus paid | $207,095 | $609,812 |
Notes: Effective Oct 1, 2025 (post Co‑CEO transition), Tucker’s base salary will be $460,000 and target bonus 80% of base salary .
Performance Compensation
2024 Annual Bonus outcome
| Measure | Target | Actual | Payout % (per measure) | Weight | Weighted Payout % |
|---|---|---|---|---|---|
| Revenue | $657.3M | $653.3M | 75.8% | 50% | 37.9% |
| Non‑GAAP Operating Margin | 18.0% | 19.4% | 170.0% | 50% | 85.0% |
| Total payout | — | — | — | — | 122.9% |
Design changes: 2024 plan removed discretionary component; equal weighting of revenue and non‑GAAP operating margin to balance growth and profitability .
Long‑term equity (design and 2024 results)
- 2024 grants: Mix 50% time‑based RSUs and 50% PSUs (half ARR, half 3‑yr relative TSR vs S&P Software & Services Select Industry constituents) .
- 2024 PSU metrics and status:
- ARR (2024 tranche): Target $674.4M; actual $641.2M; payout 0% for 2024 tranche (1/6th of total 2024 PSUs forfeited) .
- rTSR: Target 55th percentile; measured over FY2024–FY2026; vests Feb 20, 2027 (outcome TBD) .
- Prior PSU tranches (2022/2023 PSUs measured on 2024 performance): Weighted vesting 81.3% for the 2024 tranche; Tucker earned 18,937 shares on Feb 20, 2025 .
| 2024 PSU Component | Weight | Target | Actual/Status | Payout | Vest date |
|---|---|---|---|---|---|
| ARR (FY2024) | 50% | $674.4M | $641.2M | 0% | Feb 20, 2025 |
| rTSR (FY2024–FY2026) | 50% | 55th percentile | In‑progress | TBD | Feb 20, 2027 |
Equity Ownership & Alignment
Beneficial ownership and insider alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,835,746 shares (7.6% of shares outstanding) . |
| Ownership structure | Includes shares held across multiple family/trust entities and 477,670 options exercisable within 60 days (component of beneficial ownership) . |
| Executive ownership guideline | 5x base salary for Co‑CEOs; phase‑in to later of Feb 2025 or 5th anniversary; all executive officers were in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited for all directors/officers (no pledging collateral allowed) . |
| Director ownership guideline | 4x annual Board cash retainer; all non‑employee directors in compliance as of Dec 31, 2024 (employee directors like Tucker not subject to outside director pay) . |
Outstanding awards at 12/31/2024 (Tucker)
| Award type | Shares/units | Market value at $60.76 |
|---|---|---|
| Unvested RSUs (granted 3/7/2023) | 39,308 | $2,388,354 |
| PSU (2022/2023 tranche for 2025 vest test) | 23,293 | $1,415,283 |
| RSUs (granted 3/17/2024) | 63,390 | $3,851,576 |
| PSUs (rTSR, vests 2027) | 31,695 | $1,925,788 |
| PSUs (2024 financial tranche) | 10,565 | $641,929 |
| Stock options (all vested; multiple grants/exercise prices) | e.g., 96,560 @ $14.00; 95,080 @ $44.41; 99,270 @ $48.65; 145,970 @ $57.11; 40,790 @ $111.53 | — |
Vesting cadence and near‑term supply
- 2024 RSUs: 25% on Feb 20, 2025, then 1/16 quarterly thereafter (subject to service) .
- 2024 PSUs (financial tranches): 1/3 on each of Feb 20, 2025/2026/2027 subject to annual goals; 2024 tranche paid 0% (no shares) .
- 2024 rTSR PSUs: 100% vests Feb 20, 2027 subject to rTSR outcome .
- 2024 realized activity: RSUs vested 93,895 shares ($5.36M); no option exercises by Tucker in 2024 .
Employment Terms
| Term | Tucker (current through Sep 30, 2025) | Post‑transition (Oct 1, 2025) |
|---|---|---|
| Employment | At‑will; employment agreement in place | Will serve as “Founder,” remain on exec team and Board; new agreement to be disclosed upon execution |
| Base salary | $500,000 | $460,000 |
| Target bonus | 100% of salary | 80% of salary |
| Severance (non‑COC) | 12 months base + up to 12 months COBRA | — |
| Severance (COC + qualifying termination) | 150% base + pro‑rated target bonus + up to 18 months COBRA + 100% acceleration of all equity (performance at target; rTSR truncated to event date) | |
| Estimated COC benefits (12/31/24) | Cash $1,246,270; COBRA $34,925; Equity acceleration $12,226,492 | |
| Clawback | Compensation Recovery Policy adopted in 2023 (Nasdaq‑compliant) | |
| Gross‑ups | No 280G/4999 excise tax gross‑ups | |
| Single‑trigger | None; all COC protections are double‑trigger |
Compensation Committee and Peer Group
- Committee composition (2024): Independent directors Henshall, Unterman, Wagner, Yamamoto (Chair) .
- Independent consultant: Compensia; market data, governance and trend analysis support; no conflicts .
- 2024 peer group used for market positioning: Alteryx; AppFolio; Appian; Clearwater Analytics; Five9; Intapp; nCino; PagerDuty; Procore; Q2 Holdings; Qualys; Rapid7; Smartsheet; SPS Commerce; Tenable; Varonis; Workiva .
Say‑on‑Pay and Shareholder Feedback
- 2024 Say‑on‑Pay support >94% (significant improvement vs 2023), following engagement led by Comp Committee Chair .
- Changes implemented: eliminated overlapping metrics between annual bonus and long‑term equity; introduced multi‑year rTSR; enhanced disclosure; explained Co‑CEO pay philosophy .
Performance & Track Record (key indicators)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue | $590M | $653.3M |
| GAAP operating margin | 2.4% | 2.8% |
| Non‑GAAP operating margin | 16.5% | 19.4% |
| GAAP net income | $52.8M | $161.2M |
| Operating cash flow | $126.6M | $190.8M |
| Free cash flow | $99.0M | $164.0M |
| Cumulative TSR ($100 initial) | $151 | $118 |
Context: 2024 plan paid above target on margin but missed on ARR/revenue—resulting in forfeited PSUs and a clear link between top‑line underperformance and equity outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; ownership guidelines in place and met—alignment positive .
- Double‑trigger COC; no tax gross‑ups—shareholder‑friendly .
- Founder influence: Stockholders’ Agreement grants Tucker Board designation rights while ≥5% owner—potential entrenchment risk balanced by majority‑independent Board and Lead Independent Director role .
- Section 16 filing timeliness: one late Form 4 for Tucker (and several officers) filed Mar 20, 2024 due to administrative oversight (vesting/tax withholding) .
- Related‑party arrangements: continuing registration rights for Tucker (standard governance oversight by Audit Committee) .
Compensation Structure Analysis (signals)
- Mix shifted toward at‑risk performance pay: 2024 bonus paid 122.9% (margin outperformance), but ARR miss drove 0% vest on 2024 PSU financial tranche—tightening pay‑for‑performance alignment .
- Long‑term incentive design moved to 3‑year rTSR for half of PSUs—heightens stock‑price alignment but introduces peer‑relative volatility .
- Guaranteed/Fixed pay kept modest (2024 base $500k; post‑transition base $460k and lower target bonus at 80%)—suggests continued at‑risk orientation even after stepping back from Co‑CEO .
Employment Terms (non‑compete/other)
- Non‑compete/non‑solicit terms not specifically disclosed in the proxy; standard separation agreements and releases required for severance .
- Policy clarifies equity acceleration mechanics in COC (rTSR truncation; financial PSUs deemed at target) .
Investment Implications
- Alignment: Founder‑level ownership (7.6%) and strict no‑pledging/ownership guidelines support long‑term alignment; 2024 PSU forfeiture shows real downside when growth lags—positive for pay discipline .
- Near‑term supply: Quarterly RSU vesting plus scheduled PSU tranches create periodic settlement windows; however, 2024 PSU financial tranche paid 0%, reducing incremental share issuance/selling pressure in early 2025 .
- Retention/transition: Tucker’s Oct 1, 2025 move to Founder lowers cash comp and maintains equity eligibility and Board seat—retains strategic product/customer impact with reduced day‑to‑day control risk; updated Lead Independent Director enhances governance balance .
- COC economics: Double‑trigger with full equity acceleration (at target) creates meaningful take‑out costs ($12.2M equity acceleration for Tucker as of 12/31/24), but structure is standard and without gross‑ups .