Thomas Unterman - Director | BLACKLINE (BL) Executive Profile & Compensation

About Thomas Unterman

Independent director at BlackLine since 2010; currently age 80. Background includes founding partner at Rustic Canyon Partners (1999–2024), EVP & CFO at Times Mirror Company (1992–1999), and attorney roles at Morrison & Foerster (1986–1992) and Orrick, Herrington (1969–1986). Education: B.A. from Princeton University (Woodrow Wilson School) and J.D. from University of Chicago. Serves as Lead Independent Director since March 2023, recognized for investment, executive, strategy, and financial management expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Rustic Canyon Partners	Founding Partner	1999–2024	Early-stage VC leadership; investment oversight
Times Mirror Company	EVP & CFO	1992–1999	Public company executive; finance leadership
Morrison & Foerster	Attorney	1986–1992	Legal practice
Orrick, Herrington	Attorney	1969–1986	Legal practice

External Roles

Organization	Role	Tenure	Notes
Various civil rights and charitable nonprofit organizations	Board roles (unspecified)	Not disclosed	Non-profit governance

Board Governance

Board status: Independent director; Class I director; current term expires 2026 .
Lead Independent Director: Appointed March 2023; responsibilities include convening and presiding over independent director meetings, agenda collaboration with Chair/management, liaison role, briefing Co-CEOs after executive sessions, and investor engagement as requested .
Committee memberships:
- Compensation Committee (member; meets enhanced independence standards) .
- Nominating & Corporate Governance Committee (member; meets independence standards) .
Attendance and engagement: Board held 13 meetings in FY2024; each director attended at least 75% of Board and relevant committee meetings. Compensation Committee held 8 meetings; Nominating & Corporate Governance held 5 meetings in 2024 .
Director independence: Board determined Mr. Unterman is independent under Nasdaq rules; also satisfies enhanced independence for Compensation Committee .
Stock ownership guidelines: Directors must hold stock equal to 4x annual Board cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 .
Hedging/pledging: Company policy prohibits hedging and pledging of BlackLine stock by directors .

Fixed Compensation

Component	Amount ($)	Notes
Cash Fees Earned (2024)	81,500	Includes Board retainer and additional retainers for Lead Independent Director and committee service .
Policy: Annual Board retainer	40,000	Outside Director Compensation Policy (effective FY2024) .
Policy: Lead Independent Director retainer	30,000	Outside Director Compensation Policy .
Policy: Compensation Committee member retainer	7,500	Outside Director Compensation Policy .
Policy: Nominating & Corporate Governance Committee member retainer	4,000	Outside Director Compensation Policy .

Performance Compensation

Equity Award	Grant Date	Shares	Grant-Date Fair Value ($)	Vesting Schedule	Change-of-Control Terms
Annual RSU grant	May 9, 2024	3,390	199,976	100% vests on earlier of May 9, 2025 or day prior to next annual meeting, subject to continued service .	Awards granted under Outside Director Compensation Policy fully vest upon change in control .

Policy evolution: Annual and initial director equity awards increased from $185,000 to $200,000 grant-date value effective as of the 2024 annual meeting; Technology & Cybersecurity Committee cash retainers introduced in Feb 2024 (not applicable to Unterman’s committee service) .

Note: Director equity awards are time-based RSUs; no performance metrics (TSR, revenue, EBITDA, ESG) are tied to director compensation under the Outside Director Compensation Policy .

Other Directorships & Interlocks

Current public company boards: None disclosed for Mr. Unterman in the proxy .
Compensation Committee interlocks: None—no BL executives sat on boards/compensation committees of other entities with reciprocal ties in 2024 .

Expertise & Qualifications

Investment professional and former public-company CFO; extensive strategy and financial management experience .
Provides historical knowledge and continuity to BlackLine’s Board .
Education: B.A. (Princeton, Woodrow Wilson School); J.D. (University of Chicago) .

Equity Ownership

Item	Amount	Detail
Total beneficial ownership	104,860 shares	Less than 1% of outstanding; based on 63,076,641 shares outstanding .
Direct holdings	51,470 shares	Held directly by Mr. Unterman .
Trust holdings	50,000 shares	ETU Rustic Canyon Trust; Mr. Unterman is trustee .
RSUs vesting within 60 days of 3/11/2025	3,390 shares	Included for beneficial ownership calculation .
Ownership as % of outstanding	<1%	As reported in Security Ownership table .
Hedging/pledging	Prohibited	Insider Trading Compliance Policy bans hedging and pledging .
Ownership guideline compliance	In compliance	All non-employee directors compliant as of 12/31/2024 .

Governance Assessment

Strengths:
- Independence and leadership: Serves as Lead Independent Director, reinforcing independent oversight and effective board processes .
- Relevant expertise: Deep finance and investment background supports Compensation and Nominating & Governance committee work .
- Engagement: Committee workload (8 Compensation; 5 Nominating in 2024) and Board attendance threshold met for all directors .
- Ownership alignment: Meaningful personal and trust holdings; compliant with 4x retainer ownership guideline; hedging/pledging prohibited .
Considerations:
- Director equity is entirely time-based RSUs with full acceleration at change in control, which prioritizes retention rather than pay-for-performance alignment for directors (common practice but not performance-linked) .
- No related-person transactions disclosed involving Mr. Unterman in the period; Audit Committee reviews and must approve any related-party transactions under Item 404 .
RED FLAGS: None identified in proxy disclosures for Mr. Unterman. No pledging, no compensation interlocks, and no related-party transactions disclosed involving him .