Joni Kahn
Bridgeline DigitalAbout Joni Kahn
Independent Chair of the Board at Bridgeline Digital (BLIN). Director since April 2012; appointed Chairperson in May 2015. Age 70 (as of July 21, 2025) and 69 (as of June 11, 2024). B.B.A. in Accounting from the University of Wisconsin–Madison. Over 30 years of operating experience in SaaS, ERP applications, business intelligence/analytics, and cybersecurity, with senior roles at Big Machines, HP Enterprise Security Software, BearingPoint, Business Objects, and KPMG Consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Consulting | Executive Vice President & Partner | 1993–2000 | Helped grow consulting from $700mm to $2.5bn |
| Business Objects | Senior Group Vice President, Worldwide Professional Services | 2002–2005 | Led applications/services; supported shift from products to enterprise solutions; acquired by SAP (2007) |
| BearingPoint | Executive Vice President | 2005–2007 | Led North American delivery; managed 3,000+ professionals; oversaw global development centers |
| HP Enterprise Security Software | Vice President of Services | 2007–2012 | Services leadership for enterprise security software |
| Big Machines (acquired by Oracle 2013) | SVP Global Services | 2013–2015 | Post-acquisition integration/scale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MapInfo (acquired by Pitney Bowes 2007) | Director | 2000–2007 | Audit Committee; Compensation Committee |
Board Governance
- Board structure separates CEO and Chair since 2015; Kahn serves as independent Chair .
- Committee roles:
- Compensation Committee: Chair (Kahn); members (2024: Galaznik, Landers; 2025: Galaznik, Ketslakh); met 2 times in FY2023 and 4 times in FY2024; acted by written consent 1 time in FY2023 and 2 times in FY2024 .
- Audit Committee: Member (Kahn); Chair (Galaznik); third member (2024: Landers; 2025: Ketslakh); met 4 times in FY2023 and FY2024; full attendance .
- Nominating & Corporate Governance: Member (Kahn); Chair (2024: Landers; 2025: Ketslakh); met 3 times in FY2023 and 2 times in FY2024 .
- Board meetings: 6 in FY2023 and 6 in FY2024; each director attended each meeting .
- Independence: Kahn is an independent director under Nasdaq rules .
- No family relationship with CEO Roger “Ari” Kahn (disclosed explicitly) .
Fixed Compensation
| Component ($) | FY2023 | FY2024 |
|---|---|---|
| Annual Retainer | 12,000 | 23,000 |
| Board Meeting Fees | 6,000 | — (none disclosed) |
| Chair of Board | 15,000 | 15,000 |
| Audit Committee Member Fee | 3,000 | 3,000 |
| Total Cash (Fees Earned or Paid) | 36,000 | 41,000 |
Notes:
- Committee Chair bonus schedule (FY2024/FY2025 proxies): Board Chair $10,000; Audit Chair $10,000; Compensation Chair $5,000; Nominating Chair $5,000. Audit Committee members receive $3,000; fees paid quarterly .
Performance Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Option Awards (grant-date fair value) | 50,000 | 30,000 |
- Equity plan governance features (2025 Stock Incentive Plan): minimum one-year vesting on equity awards; no dividends on unearned awards; independent committee administration; no “liberal” change-of-control; 10-year plan term; no option repricing without shareholder approval; clawback applies to awards .
- CEO/NEO bonus metrics (signal for pay-for-performance oversight by Compensation Committee): revenue, bookings, EBITDA, plus discretionary strategic milestones (AI leadership focus) .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Conflict/Exposure |
|---|---|---|
| Michael Taglich (former BLIN director) / Taglich Brothers | Past advisory/placement agent roles; warrants/fees historically disclosed; services agreement no longer in place | Related-party transactions reviewed/approved by Audit Committee per charter |
| Michael Ketslakh (appointed Feb 10, 2025) | Director; participated in March 2025 private placement; purchased 394,736 shares; Audit/Nominating roles with Kahn | Placement agent warrants designated to Brandon Ross (appointed Feb 14, 2025), including 28,000 warrants; disclosure mitigates opacity |
Expertise & Qualifications
- Core expertise: SaaS, ERP applications, BI/analytics, cybersecurity; senior executive leadership across services, integration, and managed solutions .
- Financial/governance experience from prior public board (MapInfo) and Audit/Compensation committee service .
- Education: B.B.A., University of Wisconsin–Madison .
Equity Ownership
| Metric | FY2024 (June 11, 2024) | FY2025 (Aug 4, 2025) |
|---|---|---|
| Common Shares Beneficially Owned | 138,137 | 158,336 |
| Percent of Common Shares Outstanding | 1.3% | 1.3% (based on 12,112,068 shares) |
| Currently Exercisable Options (within 60 days) | 137,572 | 137,548 |
| Pledging/Hedging Status | Company policy prohibits pledging, hedging, short sales, margin accounts, and derivative trading by directors | Company policy prohibits pledging, hedging, short sales, margin accounts, and derivative trading by directors |
| Section 16 Compliance | Company believes all Section 16 filings for FY2024 met | Company believes all Section 16 filings for FY2024 met |
Governance Assessment
- Independence and leadership: Long-tenured independent Chair (since 2015) with deep enterprise software/services background; committee leadership (Compensation Chair) positions Kahn at the center of pay oversight .
- Attendance and engagement: Full attendance across Board and committees in FY2023 and FY2024 indicates strong engagement; Board met 6 times each year; Audit met 4 times annually .
- Compensation mix (director): Shift toward higher fixed retainer (from $12k + meeting fees in FY2023 to $23k retainer in FY2024) while reducing option award value (from $50k to $30k) suggests moderation in equity risk and standardized cash governance fees .
- Pay practices and investor feedback: Say-on-Pay support ~63% at 2024 meeting; Compensation Committee engaged an independent consultant and incorporated shareholder feedback (minimum 1-year vesting, weighting increases toward variable bonuses vs salary, AI-focused strategic milestones for CEO) .
- Conflicts/related-party oversight: No family relationship with CEO reduces perceived conflicts; related-party transactions are governed by Audit Committee pre-approval per charter, and historical Taglich engagements are clearly disclosed .
- Risk controls: Explicit prohibitions on pledging/hedging, clawback policy compliant with Dodd-Frank/Nasdaq, and no option repricing without shareholder approval strengthen investor alignment and risk management .
RED FLAGS
- Moderate Say-on-Pay support (~63%) indicates some investor concern; monitoring subsequent votes and committee responses is prudent .
- Director equity grants via options persist; while plan governance is improved (minimum vesting), ongoing reliance on options warrants scrutiny for alignment vs best practice (many issuers have shifted to RSUs for directors) .
Positive Signals
- Consistent full attendance and independent leadership split with CEO/Chair separation .
- Strengthened equity plan terms (minimum vesting, clawback, no liberal CoC, independent administration) and active shareholder engagement .
- Clear disclosure of committee composition changes and private placement participation by new directors (Ketslakh/Ross), reducing information asymmetry .