Brandon Ross
Bridgeline DigitalAbout Brandon Ross
Brandon Ross (age 56) joined BLIN’s Board in February 2025 as a Class III director with a term expiring at the 2026 annual meeting. He is a seasoned investment banker, currently Head of Placements and Senior Managing Director at WestPark Capital; previously held senior capital markets roles at Joseph Gunnar & Co., Dawson James Securities, Maxim Group, and Ladenburg Thalmann. He holds a B.S. in Electrical Engineering Technology from Northeastern University and an MBA in Finance from NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestPark Capital, Inc. | Head of Placements; Senior Managing Director | Current (as of 2025) | Leads capital raising; placement agent on BLIN’s March 2025 offering . |
| Joseph Gunnar & Co. | Head of Placements | Prior | Capital markets leadership . |
| Dawson James Securities | Head of Capital Markets | Prior | Capital markets leadership . |
| Maxim Group | Originated Institutional PIPE Group | Prior | Built PIPE origination capability . |
| Ladenburg Thalmann & Co. | Senior Vice President | Prior | Investment banking; >200 offerings led over career . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WestPark Capital, Inc. | Head of Placements; Senior Managing Director | Current | BLIN’s exclusive placement agent in Mar-2025; 70,000 agent warrants issued; 28,000 designated to Ross . |
| Joseph Gunnar & Co.; Dawson James Securities; Maxim Group; Ladenburg Thalmann & Co. | Various senior capital markets roles | Prior | Broad small/micro-cap financing experience . |
Board Governance
- Board composition and independence: BLIN’s Board has 5 directors; independent directors are marked with asterisks (Joni Kahn, Kenneth Galaznik, Michael Ketslakh). Brandon Ross is listed without the independent designation; he is not identified as independent under Nasdaq rules in the 2025 proxy .
- Committee assignments: Audit Committee (Galaznik—Chair; Kahn; Ketslakh); Compensation Committee (Kahn—Chair; Galaznik; Ketslakh); Nominating & Corporate Governance (Ketslakh—Chair; Kahn). Ross is not a member of any committee as of the proxy; the 8-K states the Board had not yet appointed him to committees at the time of his appointment .
- Board meeting attendance: In FY2024, the Board held six meetings; each director at that time attended all meetings. Ross joined in 2025; his attendance is not disclosed for 2024 .
- Leadership structure: Independent Chair (Joni Kahn) separate from CEO; Audit Committee financial expert designated (Galaznik) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (outside directors) | $23,000 | Paid quarterly. |
| Chair of Board | +$10,000 | Additional annual fee. |
| Audit Committee Chair | +$10,000 | Additional annual fee. |
| Compensation Committee Chair | +$5,000 | Additional annual fee. |
| Nominating & Governance Chair | +$5,000 | Additional annual fee. |
| Audit Committee membership | +$3,000 | Additional annual compensation; other committees no extra fees. |
- 8-K notes Ross will be compensated per the standard non-employee director policy; specific 2025 cash fees to Ross are not itemized in filings .
Performance Compensation
Equity Awards Details (Brandon Ross)
| Grant Date | Instrument | Shares | Strike Price | Expiration | Vesting |
|---|---|---|---|---|---|
| March 26, 2025 | Placement Agent Warrants | 28,000 | $1.875 per share | March 24, 2030 | Exercisable immediately |
- These warrants arose from BLIN’s March 2025 registered direct offering with WestPark as exclusive placement agent. 70,000 placement agent warrants were issued; 28,000 designated to Ross per filings .
- Section 16 reporting: A Form 4 for Ross was filed on March 28, 2025 (agent warrants) and another was filed June 30, 2025; details align with above grant and subsequent ownership changes .
Director Option Awards (FY2024 context)
| Director | Fees Earned (Cash) | Option Awards (Grant Date FV) | Total |
|---|---|---|---|
| Ken Galaznik | $33,000 | $30,000 | $63,000 |
| Joni Kahn | $41,000 | $30,000 | $71,000 |
| Scott Landers | $31,000 | $30,000 | $61,000 |
| Michael Taglich | $23,000 | $30,000 | $53,000 |
- Note: Ross joined in 2025; his FY2024 compensation is not applicable .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| WestPark Capital, Inc. | Broker-dealer/placement agent | Senior MD; Head of Placements | BLIN’s March 2025 placement agent; Ross received 28,000 agent warrants from this transaction while serving as BLIN director — potential conflict/related-party exposure . |
| Public company boards | — | None disclosed | No other public directorships disclosed in proxy/8-K . |
Expertise & Qualifications
- 30+ years in capital markets; led 200+ public/private offerings raising ~$3B for small/micro-cap issuers; deep placement/PIPE expertise .
- Technical education paired with finance MBA; relevant to financing strategy and capital structure deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Brandon Ross (Director) | 171,243 | 1.4% | Includes 107,895 shares issuable upon exercise of warrants . |
| Shares Outstanding (as of Aug 4, 2025) | 12,112,068 | — | Reference for % calc . |
- Hedging/pledging prohibitions: BLIN’s insider trading policy prohibits hedging, pledging, margin accounts, and derivatives for executives and directors, supporting alignment; no pledges disclosed for Ross .
- Section 16 compliance: Company indicates all required filings met for FY2024; Ross joined in 2025 and filed Forms 4 thereafter .
Governance Assessment
- Independence and conflicts: Ross is not identified as independent in the proxy and received 28,000 agent warrants tied to WestPark’s role as BLIN’s placement agent after joining the Board. This constitutes a related-party exposure and potential conflict of interest, requiring robust Audit Committee oversight and transparent recusal from capital markets decisions involving WestPark. RED FLAG: Director-linked compensation from an external agent on a transaction involving the issuer .
- Committee effectiveness: Ross is not on Audit, Compensation, or Nominating committees; current committees are composed of independent directors with financial expertise, which mitigates direct influence by Ross on compensation/audit processes .
- Attendance/engagement: Full attendance in FY2024 for then-seated directors; Ross’s 2025 attendance not disclosed; Board encourages AGM attendance .
- Compensation structure: Director pay is modest and largely fixed with consistent option awards per FY2024; Ross’s warrants are unusual vs. standard director equity and stem from placement agent compensation, not board compensation .
- Shareholder signals: 2024 Say-on-Pay support ~63% indicates investor scrutiny of compensation practices, prompting the 2025 Stock Plan with minimum one-year vesting and emphasis on variable pay; while this pertains to executives, it reflects overall governance responsiveness to investors .
- Policies: Clawback adopted; no excise tax gross-ups; no option repricing without shareholder approval; hedging/pledging prohibited — positive governance practices .
Implications: Ross’s capital markets expertise can aid financing strategy, but his non-independent status and receipt of agent warrants tied to BLIN transactions introduce perceived conflicts. Investors should monitor recusals, related-party approvals by the Audit Committee, and any future transactions involving WestPark or similar firms to ensure board integrity and protect minority shareholder interests .