Thomas R. Windhausen
Bridgeline DigitalAbout Thomas R. Windhausen
Thomas R. Windhausen is Chief Financial Officer and Treasurer of Bridgeline Digital (BLIN) since November 30, 2021, and has served as Secretary since February 2023; he is 46 years old as of July 21, 2025 . He brings 20+ years of finance and public accounting experience, including roles at Comtech Telecommunications, Dealertrack/Cox Automotive, and PwC; he holds a B.S. in Accounting from Le Moyne College and is a member of the AICPA and NYSSCPA . Company performance during his tenure includes FY2024 revenue of $15.4 million vs $15.9 million in FY2023, with net loss improving to $(2.0) million from $(9.4) million (2023 included a $7.5 million goodwill impairment); registrant TSR value rose to 139 in 2024 from 63 in 2023 . The compensation program emphasizes pay-for-performance and evaluates leadership against metrics such as revenue, bookings, and EBITDA, alongside strategic milestones focused on AI; CFO bonus determinations are discretionary per his employment agreement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comtech Telecommunications Corp. | VP of Finance | Jul 2019–Sep 2021 | Led finance functions at a public telecom company |
| Dealertrack Technologies, Inc. / Cox Automotive Inc. | Accounting & Finance roles | Jun 2011–Jun 2019 | Supported scaling and integration within auto tech platforms |
| PricewaterhouseCoopers (PwC) | Public Accounting | 10+ years | Built foundational audit/accounting expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | Professional affiliation |
| New York State Society of Certified Public Accountants (NYSSCPA) | Member | Not disclosed | Professional affiliation |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $251,250 | $262,083 |
| All Other Compensation ($) | $21,804 | $22,304 |
| Health Insurance Premiums ($) | $21,379 | $21,875 |
| Life Insurance Premiums ($) | $425 | $429 |
Performance Compensation
| Incentive | FY 2023 | FY 2024 |
|---|---|---|
| Cash Bonus ($) | $35,669 | $25,000 |
| Option Awards – Grant Date Fair Value ($) | $26,504 | $33,640 |
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Incentive Bonus (CFO) | Not disclosed | Not disclosed | Not disclosed | $35,669 (FY2023) ; $25,000 (FY2024) | Not disclosed |
| Equity Option Awards (CFO) | Not disclosed | Not disclosed | Not disclosed | $26,504 (FY2023) ; $33,640 (FY2024) | Company policy: performance or service-based awards generally vest over three years, no greater than one‑third per year |
Program context: The Compensation Committee weights incremental increases more toward target bonus (variable) than salary (fixed); CEO variable comp uses revenue, bookings, EBITDA and strategic milestones—framework informs overall executive pay philosophy . Minimum one‑year vesting applies to awards under the new 2025 Stock Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 77,500 shares (via currently exercisable options as of Aug 4, 2025) |
| Ownership % of Shares Outstanding | 0.6% (based on 12,112,068 shares outstanding as of Aug 4, 2025) |
| Vested vs. Unvested Options (FY2024 YE) | Exercisable: 50,833; Unexercisable: 59,167 |
| Option Grants – Terms | 9/30/2021: 30,000 @ $4.11, exp. 9/30/2031; 6/30/2023: 12,500/17,500 @ $1.18, exp. 6/30/2033; 2/7/2024: 8,333/41,667 @ $0.81, exp. 2/7/2034 |
| Pledging / Hedging | Prohibited: no short sales, options/derivatives, margin accounts, pledging, or hedging/monetization transactions |
| Clawback | Executive compensation recovery policy covering time- and performance‑based awards in event of restatement, per Dodd‑Frank/Nasdaq |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Appointment & Age | Appointed CFO & Treasurer on Nov 30, 2021; age 43 at appointment |
| Employment Agreement | Effective Nov 30, 2021; expires Sep 30, 2022 unless mutually extended |
| Base Salary (Agreement) | $240,000 annual |
| Incentive Bonus Opportunity | Discretionary bi‑annual bonus up to $22,500 per period at Committee discretion |
| Severance | Entitled to severance benefits if terminated without cause (details not disclosed) |
| Change‑of‑Control (Equity) | Double‑trigger vesting for substituted/assumed awards upon CoC if terminated or resigns with good reason |
| 2025 Stock Plan Features | Minimum one‑year vesting; no option repricing without shareholder approval; independent committee; 10‑year plan term; change‑of‑control definition not “liberal” |
| Tax Gross‑Ups | No excise tax gross‑ups for CoC |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Total Revenue ($MM) | 15.9 | 15.4 | Slight decline YoY |
| Net Income (Loss) ($MM) | (9.4) | (2.0) | 2023 included $7.5MM goodwill impairment; warrants fair value income also noted |
| Registrant TSR (Value of $100) | 63 | 139 | Pay vs Performance table |
| Non‑PEO NEO – Actual Comp Paid ($) | $299,123 | $330,562 | Windhausen is sole non‑PEO NEO |
Additional operating highlights: BLIN launched multiple AI and Generative AI product enhancements in 2024 (e.g., concept search, visual search, conversational search) . CFO co‑hosted the company’s Q3 2025 earnings call alongside the CEO .
Compensation Committee, Peer Benchmarking, and Say‑on‑Pay
- Committee practices include minimum vesting periods, independent compensation consultant engagement, double‑trigger vesting on change‑of‑control, and prohibitions against repricing, excise tax gross‑ups, hedging/pledging, and excessive perquisites .
- 2024 say‑on‑pay support was approximately 63%; shareholder feedback led to emphasizing variable compensation (target bonus) over salary and instituting minimum one‑year vesting under the 2025 Stock Plan .
- Peer group used for benchmarking: AudioEye, Aware, Crexenso, CSP, Intellicheck, Itellinetics, Inuvo, Marin Software, OMNIQ, Phunware, Remark Holdings, Research Solutions, SilverSun Technologies, Sonic Foundry, Verb Technology .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; Section 16(a) compliance met for FY2024 filings .
- No option repricing without shareholder approval; no excise tax gross‑ups; clawback policy in place .
- Change‑of‑control protections are double‑trigger, reducing risk of single‑trigger windfalls .
- No related‑party transactions reported for Windhausen under Item 404(a) .
Investment Implications
- Alignment: Windhausen’s pay mix for FY2023–FY2024 features modest salary and discretionary cash bonus with equity via options; direct stock ownership is limited, and beneficial ownership derives from options (77,500 currently exercisable as of Aug 4, 2025), which may create future selling pressure if materially in‑the‑money, though hedging/pledging is prohibited .
- Retention: Double‑trigger vesting under change‑of‑control and minimum one‑year vesting on awards support retention; severance for termination without cause exists, but multiples/terms are not disclosed, limiting clarity on separation economics .
- Performance link: Company emphasizes revenue, bookings, and EBITDA in variable pay design, but CFO’s bonus is discretionary with no disclosed metric targets; investors should monitor CD&A detail in future proxies for tighter CFO pay-for-performance calibration .
- Execution: Financial progress includes substantial net loss improvement in FY2024 and enhanced AI product suite; TSR improved in 2024, but revenue was slightly down—ongoing performance and capital allocation discipline under the CFO remain key to sustaining TSR and improving profitability .