Michael Ketslakh - Director | Bridgeline Digital (BLIN) Executive Profile & Compensation

About Michael Ketslakh

Michael Ketslakh, 56, joined Bridgeline Digital’s Board on February 10, 2025 as a Class II independent director; he currently chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees . He is the founder and President of National Diagnostic Services (NDS), operating in 33 states, and President of NDS Wellness LLC; he holds a B.A.Sc. from Kalamazoo College and pursued Epidemiology studies at the University of Michigan School of Public Health . If elected at the 2025 Annual Meeting, he will serve a three-year term ending at the 2028 meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
National Diagnostic Services (NDS)	Founder & President	Founded 1998; operates in 33 states	Launched Mobile Diagnostic Division in 2003; first to receive ICAVL/ICAEL accreditations; expanded onsite programs to municipalities and self-insured corporations in 2007 .
NDS Wellness LLC	President	Since 2015	Delivers workplace healthcare via mobile and onsite clinics; cardiac and cancer screening programs .

External Roles

Organization	Role	Public Company?	Notes
NDS / NDS Wellness	President	No (not disclosed as public)	No material interest in any transaction requiring Item 404(a) disclosure; no other public company directorships disclosed .

Board Governance

Current committee assignments: Audit Committee member; Compensation Committee member; Chair of Nominating & Corporate Governance Committee (independent) .
Independence: Listed as an independent director under Nasdaq rules .
Attendance: Fiscal 2024 Board held six meetings; each director attended each meeting; Audit Committee met four times with all members attending. Note: These 2024 attendance figures precede Mr. Ketslakh’s appointment and do not specifically disclose his attendance .
Governance structure and policies: Separate Chair and CEO roles; hedging/pledging prohibited for directors; executive compensation clawback policy adopted; stockholder communications facilitated .

Fixed Compensation

Policy-based annual cash fees (paid quarterly):

Component	Amount (USD)	Applicability
Annual retainer (non-employee director)	$23,000	All outside directors
Nominating & Corporate Governance Committee Chair fee	$5,000	Committee chair
Audit Committee membership fee	$3,000	Audit Committee members
Total cash (policy-based, role-derived)	$31,000	Retainer + chair + audit membership; other committees (non-Audit) do not add fees

Note: Mr. Ketslakh’s 8-K states he will be compensated per the company’s non-employee director policy; actual amounts paid in 2025 are not individually disclosed .

Performance Compensation

Equity awards to directors: FY2024 director compensation table shows option awards with $30,000 grant-date fair value per non-employee director; equity is time-based, not tied to explicit performance metrics for directors .
Plan features (apply to director equity awards under the 2025 Stock Incentive Plan): minimum one-year vesting (5% exception cap), no repricing without stockholder approval, independent committee administration, dividends only after vesting, change-of-control treatment with Alternative Award or acceleration if not assumed .

Equity Component	FY Reference	Grant-Date Fair Value	Vesting/Terms
Stock options (non-employee directors)	FY2024	$30,000	Equity awards generally subject to ≥1-year vesting; no repricing; administered by independent Compensation Committee .

Performance metrics tied specifically to director compensation are not disclosed; performance-based metrics (revenue, bookings, EBITDA) are referenced for executive variable pay, not director pay .

Other Directorships & Interlocks

Entity	Relationship	Potential Conflict?	Disclosure
National Diagnostic Services / NDS Wellness	Founder/President	None disclosed	8-K states no direct or indirect material interest in any transaction requiring Item 404(a); Related-party transactions must be approved by the Audit Committee .

Expertise & Qualifications

Healthcare operations and subscription business expertise (growth and customer acquisition economics); relevant to Bridgeline’s growing healthcare customer base .
Executive leadership; strategic business acumen; experience scaling mobile diagnostic services and workplace wellness programs .
Education: B.A.Sc. (Kalamazoo College); Epidemiology studies (University of Michigan School of Public Health) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
Michael Ketslakh	472,489	3.9%	Participated in March 2025 private placement (394,736 unregistered shares purchased) .
Policy constraints	—	—	Hedging and pledging of company securities are prohibited for directors .

Insider Trades

Date	Type	Shares	Price/Terms	Notes
March 2025	Private placement purchase (unregistered shares)	394,736	Not disclosed in proxy; warrants/agent allocations described separately for another director	Disclosed as participation in March 2025 Private Placement .

Governance Assessment

Positive alignment: Material ownership (3.9% of shares outstanding) and direct market participation in the March 2025 financing signal skin-in-the-game and board commitment .
Committee influence: As Chair of Nominating & Governance and member of Audit and Compensation, Mr. Ketslakh has substantial influence over board composition, risk oversight, and pay practices; all three committees are composed of independent directors .
Policies mitigate risk: Prohibitions on hedging/pledging and the adoption of a clawback policy, combined with the 2025 Plan’s no-repricing and minimum vesting provisions, support investor-aligned governance .
Watch items: 2024 Say-on-Pay support was ~63%, indicating shareholders sought improvements in executive pay design; Compensation Committee engaged an independent consultant and made adjustments, but continued monitoring is warranted .