Kenneth Galaznik
Bridgeline DigitalAbout Kenneth Galaznik
Independent director of Bridgeline Digital, Inc. (BLIN), age 73, serving on the Board since 2006; Chair of the Audit Committee and member of the Compensation Committee . Former public-company CFO with >35 years in accounting and finance; B.B.A. in Accounting from the University of Houston; designated Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Science and Engineering, Inc. (AS&E) | SVP, CFO & Treasurer | 2005–2016 | Led public-company finance; CFO experience |
| American Science and Engineering, Inc. | VP Finance | 2002–2005 | Senior finance leadership |
| Spectro Analytical Instruments, Inc. | VP Finance | 1999–2001 | Senior finance role |
| Self-employed | Consultant | 2001–2002 | Advisory work |
External Roles
- No current public company directorships disclosed for Mr. Galaznik in BLIN’s proxy statements .
Board Governance
- Independence: Independent director under Nasdaq rules .
- Committee assignments and chair roles (current):
- Audit Committee: Chair; members Kahn and Ketslakh. All independent; Galaznik designated “audit committee financial expert” .
- Compensation Committee: Member; chaired by Kahn; Ketslakh member .
- Nominating & Corporate Governance: Members Ketslakh (Chair) and Kahn .
- Engagement and attendance:
- Board met 6 times in FY2024; each director attended every meeting .
- Audit Committee met 4 times in FY2024; all members attended; Chair present at all meetings .
- Compensation Committee met 4 times and acted 2 times by unanimous written consent in FY2024 .
- Nominating Committee met 2 times in FY2024 .
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 6; all directors attended | 6; all directors attended |
| Audit Committee meetings | 4; all members attended | 4; all members attended |
| Compensation Committee meetings | 2; plus 1 written consent | 4; plus 2 written consents |
| Nominating Committee meetings | 3 | 2 |
- Board refresh: In 2025, Ketslakh appointed (Class II) and Ross appointed (Class III); Taglich resigned; Landers resigned; Ross received placement agent warrants in connection with a March 2025 private placement .
Fixed Compensation
Director pay structure: annual retainer, chair fees, and Audit Committee member fees; fees paid quarterly. Outside director annual retainer set at $23,000; Audit Committee Chair receives $10,000; Audit Committee members receive $3,000; Chairs of Compensation and Nominating receive $5,000; Board Chair receives $10,000 (Board Chair premium differs for that role) .
| Fiscal Year | Cash Retainer ($) | Chair Fees ($) | Audit Committee Member Fee ($) | Total Cash ($) | Option Awards Fair Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 12,000 | 10,000 (Audit Chair) | 6,000 (Board meetings) | 28,000 | 50,000 | 78,000 |
| 2024 | 23,000 | 10,000 (Audit Chair) | — (policy notes $3,000 for members, but Chair total shown excludes member fee) | 33,000 | 30,000 | 63,000 |
Notes:
- FY2023 cash detail is presented in BLIN’s “cash compensation paid” table (retainer, board meetings, chair) .
- FY2024 compensation schedule updated with $23k retainer; Ken’s reported cash total reflects $23k retainer + $10k Audit Chair .
Performance Compensation
- Form of equity: stock options granted to non-employee directors; FY2023 $50,000 fair value; FY2024 $30,000 fair value .
- Vesting and plan protections (2025 Stock Incentive Plan):
- Minimum one-year vesting for equity awards; up to 5% of share reserve exempt .
- No repricing of options/SARs without shareholder approval .
- Dividends/dividend equivalents not paid on unearned awards; must follow vesting .
- Double-trigger change-of-control protection: alternative award treatment or acceleration if no assumption; options/SARs become exercisable; RS/RSUs vest; cash awards paid; 12-month post-termination exercise window if involuntary termination without cause .
- Clawback: awards subject to BLIN’s compensation recovery policy .
- Hedging/pledging prohibited by Insider Trading Policy .
| Equity Feature | Provision |
|---|---|
| Minimum vesting | ≥ 1 year (5% carve-out) |
| Repricing | Prohibited without shareholder approval |
| Dividends on unvested awards | Not paid until vesting; subject to same conditions |
| Change-of-control | Alternative award or acceleration; double-trigger protections |
| Clawback | Subject to executive compensation recovery policy |
| Hedging/pledging | Prohibited for directors |
No director-specific performance metrics (e.g., TSR, EBITDA gates) are disclosed for Mr. Galaznik’s director equity awards; grants appear time-based under equity plans .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Galaznik |
No related-party transactions involving Mr. Galaznik were disclosed; Audit Committee oversees and pre-approves related-party transactions . 2025 private placement participation noted for Director Ketslakh; placement agent warrants noted for Director Ross; not for Mr. Galaznik .
Expertise & Qualifications
- Financial expertise: Former public-company CFO; designated Audit Committee Financial Expert .
- Education: B.B.A. in Accounting, University of Houston .
- Domain: 35+ years in accounting/finance roles .
- Governance: Long-serving independent director; audit chair; compensation committee member .
Equity Ownership
Beneficial ownership includes shares and exercisable options and is presented as of the respective table dates.
| Metric | As of Jun 11, 2024 | As of Aug 4, 2025 |
|---|---|---|
| Beneficially owned shares (incl. options exercisable ≤60 days) | 138,171 (incl. 137,572 options) | 158,280 (incl. 137,548 options) |
| Percent of shares outstanding | 1.3% | 1.3% |
| Pledged or hedged shares | Prohibited by policy |
No disclosure of director ownership guidelines or compliance status for directors .
Governance Assessment
- Strengths:
- Independent Audit Committee chaired by an SEC-designated financial expert (Galaznik); strong oversight, attendance, and committee activity .
- Robust equity plan protections (no repricing, minimum vesting, dividend restrictions); double-trigger CoC treatment; clawback; hedging/pledging prohibition—aligning with shareholder-friendly practices .
- Consistent meeting attendance and engagement (Board and committees) .
- Potential watch items:
- Say-on-Pay support at ~63% in 2024 indicates mixed shareholder sentiment toward executive pay; Compensation Committee responded with plan enhancements and emphasis on variable pay, but continued monitoring is warranted .
- Board refresh following 2025 changes (departures/appointments) introduces new dynamics; ongoing evaluation of committee independence and interlocks advisable (e.g., Ross’s placement agent warrants were disclosed) .
- Related-party/conflicts:
- No related-party transactions disclosed involving Mr. Galaznik; Audit Committee retains pre-approval authority for any such transactions .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment risk) .
- Clawback policy adopted per Dodd-Frank/Nasdaq (mitigates incentive misstatement risk) .
- No tax gross-ups, option repricing prohibited (shareholder-friendly pay practices) .
- Attendance strong; Section 16 compliance met for FY2024 for officers/directors/10% owners (filing diligence) .
- RED FLAG: None specific to Mr. Galaznik disclosed in proxies; continued monitoring of overall say-on-pay outcomes is recommended .