Roger Kahn - Chief Executive Officer | Bridgeline Digital (BLIN) Executive Profile & Compensation

About Roger Kahn

Roger “Ari” Kahn is President & CEO of Bridgeline Digital (BLIN) and a director since 2017; he joined BLIN as COO in 2015 and became CEO in May 2016. He holds a Ph.D. in Computer Science and Artificial Intelligence from the University of Chicago and previously co-founded FatWire, where he served as GM and CTO and scaled operations to 13 countries until its sale to Oracle in 2011 . Age: 55 (June 11, 2024) and 56 (July 21, 2025) . Under his leadership, BLIN launched multiple AI and generative AI capabilities, while FY2024 revenue was $15.4M vs $15.9M in FY2023 and net loss improved to $(2.0)M vs $(9.4)M; stockholder TSR (value of $100) improved from $63 in 2023 to $139 in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
FatWire	Co-founder; General Manager & CTO	Through 2011	Built into global company with offices in 13 countries; acquired by Oracle

External Roles

Organization	Role	Years	Strategic Impact
—	—	—	No other external directorships disclosed for Roger Kahn

Fixed Compensation

Metric	FY 2023	FY 2024
Base Salary ($)	400,000	411,333
Cash Bonus Paid ($)	164,141	118,774
Option Awards (Grant-date Fair Value, $)	265,044	67,280
All Other Compensation ($)	21,808	22,304
Total ($)	850,993	619,691

Performance Compensation

Key incentive metrics: Revenue, bookings, EBITDA, plus discretionary portion tied to strategic milestones (AI leadership); Compensation Committee increased emphasis on variable pay and minimum one-year vesting for equity in 2025 plan design .
Say-on-pay support: ~63% in 2024; Committee engaged investors and used an independent consultant; peer benchmarking group disclosed (e.g., AudioEye, Aware, Crexendo, CSP, Intellicheck, Intellinetics, Inuvo, Marin Software, OMNIQ, Phunware, Remark, Research Solutions, SilverSun Technologies, Sonic Foundry, Verb Technology) .

Element	Metric	Weighting	Target	Actual	Payout	Vesting
Annual cash incentive	Revenue/bookings/EBITDA + strategic milestones	Not disclosed	Not disclosed	Not disclosed	Bonus paid: $118,774 (FY2024)	N/A
Stock options	Service-based	N/A	N/A	N/A	N/A	Typically 3-year monthly/quarterly vest; see awards below
Restricted stock	Service-based	N/A	N/A	N/A	N/A	200,000 shares granted Aug-2022, quarterly vest over 3 years

Equity Ownership & Alignment

Date	Shares Beneficially Owned	% of Outstanding	Components
June 11, 2024	1,607,062	14.5% (10,417,609 shares outstanding)	Includes 671,209 options exercisable, 200,000 restricted stock, 545 shares owned by spouse
Aug 4, 2025	2,117,913	16.3% (12,112,068 shares outstanding)	Includes 874,932 options exercisable, 286,049 restricted stock, 545 shares owned by spouse

Insider trading policy: Prohibits short sales, options/derivatives, margin accounts, pledging, and hedging; executive compensation clawback in place covering both time- and performance-based awards .
Section 16 compliance: Company reported two untimely Form 4s for Roger Kahn in FY2023 (inadvertent) .
Ownership guidelines: Not disclosed; compliance status not disclosed .

Outstanding Equity Awards (CEO)

Grant Date	Exercisable	Unexercisable	Strike ($/sh)	Expiration
8/24/2015	800	—	287.50	8/24/2025
8/19/2016	4,446	—	205.00	8/19/2026
11/20/2019	249,353	—	1.40	11/20/2029
4/14/2022	301,667	60,333	1.85	4/14/2032 (monthly vest over 3 years)
6/30/2023	125,000	175,000	1.18	6/30/2033 (monthly vest over 3 years)
2/7/2024	16,666	83,334	0.81	2/7/2034 (quarterly vest over 3 years)
Totals (as of 9/30/2024)	697,932	318,667	—	—

Restricted stock: 200,000 granted Aug-2022; 66,672 remained restricted as of 9/30/2024 (quarterly vest over 3 years) .

Employment Terms

CEO agreement: Auto-renews annually unless 60-day non-renewal notice; salary increased to $400,000 in Aug-2022; recurring bonus opportunity up to $200,000 per year; 200,000 restricted shares granted Aug-2022; Company may issue discretionary equity awards .
Change of control: Company’s plan design provides double-trigger vesting—if awards are assumed/substituted, vesting accelerates upon termination for cause-equivalent reasons (constructive termination/good reason) post-transaction; if no assumption, immediate acceleration and payout based on “Change of Control Price” per plan .
Severance multiples, non-compete/non-solicit specifics: Not disclosed in proxy for CEO; CFO has severance if terminated without cause .
Clawback policy: Adopted per Dodd-Frank/Nasdaq; applies broadly to incentive compensation .
Hedging/pledging: Prohibited .

Board Governance

Role: Director since Dec 2017; CEO; Chair is independent (Joni Kahn), separating CEO/Chair roles .
Board structure and committees (2024): Audit (Galaznik—Chair, J. Kahn, Landers), Compensation (J. Kahn—Chair, Galaznik, Landers), Nominating (Landers—Chair, J. Kahn). Meetings: 6; full attendance .
Updated committees (2025): Audit (Galaznik—Chair, J. Kahn, Ketslakh), Compensation (J. Kahn—Chair, Galaznik, Ketslakh), Nominating (Ketslakh—Chair, J. Kahn) .
Dual-role implications: CEO sits on Board but is not Chair; independence maintained via an independent Chair and fully independent committees .

Director Compensation (structure and FY2024 amounts)

Retainer: $23,000; Chair of Board +$10,000; Audit Chair +$10,000; Compensation/Nominating Chairs +$5,000; Audit Committee members +$3,000; options to non-employee directors .
FY2024 totals: J. Kahn $71,000 cash + $30,000 options, Galaznik $63,000 cash + $30,000 options, Landers $61,000 cash + $30,000 options, Taglich $53,000 cash + $30,000 options .

Performance & Track Record

Metric	FY 2023	FY 2024
Revenue ($000s)	15,885	15,358
Net Loss ($000s)	(9,435)	(1,961)
TSR – $100 initial value	$63	$139
Adjusted EBITDA ($000s)	(309)	(192)

Strategic initiatives: Multiple AI and generative AI releases across Smart Search/Response/Tools (e.g., concept search, visual search, smart summary, conversational search, AI content assistant) .

Compensation Peer Group & Say-on-Pay

Peer group for benchmarking disclosed (micro-cap software/tech peers); Committee used an independent consultant and increased variable pay weighting; minimum vesting periods implemented in 2025 Stock Plan .
2024 Say-on-Pay support ~63%; ongoing investor outreach .

Risk Indicators & Red Flags

Two untimely Form 4s filed by Roger Kahn (inadvertent) .
Related party and placement agent relationships disclosed (primarily for other directors); no adverse findings for Kahn –.
Going concern assessed by auditor; no substantial doubt based on management’s plan and shelf capacity; market cap volatility noted .

Investment Implications

High insider alignment: CEO beneficial ownership increased to 16.3% (2025), with significant exercisable options and service-vesting RS; pledging/hedging prohibited, and clawback adopted—supportive of alignment and governance .
Incentive design tied to operating metrics (revenue/bookings/EBITDA) and AI strategy, with increased emphasis on variable pay and minimum one-year vesting—positive for pay-for-performance discipline, though specific targets/weights are undisclosed .
Vesting cadence and option expirations (notably 2025/2026/2029/2032/2033/2034 tranches) could create periodic Form 4 activity and potential selling pressure around vest/exercise windows; monitor filings and trading windows .
Execution risk remains: revenue contraction and historical losses offset by improved FY2024 loss, adjusted EBITDA progression, and AI product momentum; shareholder support for pay program is moderate (~63%), suggesting continued scrutiny of pay-performance linkage .