Brian Sheth
About Brian Sheth
Brian Sheth (age 49) has served on Blend’s board since April 2024. He is Founder of Haveli Investments and has been its Chief Investment Officer and Senior Managing Director since September 2022. Previously, he was President of Vista Equity Partners from March 2000 to November 2020. He holds a BS in Economics from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | President | Mar 2000–Nov 2020 | Direct involvement in hundreds of investments and dispositions valued at over $100B; board chairman for dozens of companies |
| Bain Capital | Investment professional | Pre-2000 | Focused on leveraged buyouts of technology companies |
| Goldman Sachs | Investment banking | Pre-2000 | Advised clients across software, hardware, semiconductors, online media |
| Deutsche Bank/Deutsche Morgan Grenfell | Investment banking | Pre-2000 | Advisory across multiple industries |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Haveli Investments | Chief Investment Officer & Senior Managing Director; Founder | Sep 2022–present | Invests in technology (software, gaming, adjacent industries) |
Board Governance
- Committee assignments: Member, Compensation Committee (Blend) .
- Independence: Board determined Sheth is an independent director under NYSE listing standards .
- Nomination rights: So long as Haveli beneficially owns at least 33% (as-converted) of the Series A Preferred purchased at closing, Haveli may designate one director nominee (currently Mr. Sheth) .
- Election and shareholder support: At the June 12, 2024 annual meeting, Sheth received 462,719,561 votes “For” and 343,708 “Withheld” .
- Director compensation and indemnification: Sheth is not entitled to compensation from the Company for his board service; Blend provides indemnification consistent with other directors and reimburses reasonable out-of-pocket fees/expenses .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board Retainer (cash/equity) | $0 – Not entitled to receive compensation for board service |
| Committee Membership/Chair Fees | $0 – Not entitled to receive compensation for board service |
| Meeting Fees | $0 – Not entitled to receive compensation for board service |
| Expense Reimbursement | Reimbursed for reasonable out-of-pocket fees/expenses per Company practices |
Performance Compensation
| Metric | Details |
|---|---|
| RSUs/PSUs/Options | None – Sheth is not entitled to director compensation or equity grants for board service |
Other Directorships & Interlocks
- Not specifically disclosed by Blend beyond general biography statements; Sheth has served as board chairman for dozens of companies historically (no current public company list provided in Blend’s filings) .
Expertise & Qualifications
- Twenty-five years investing in technology businesses; extensive M&A, investments, integration expertise .
- Financial/banking industry experience and mentoring of entrepreneurs/executives/investors .
- Education: BS in Economics, Wharton .
Equity Ownership
| Instrument | Terms | Governance Rights/Notes |
|---|---|---|
| Series A Convertible Preferred Stock | 150,000 shares issued to Haveli for $150 million; liquidation preference $1,000/share; dividends do not accrue | Initially non-voting/non-convertible until HSR waiting period expiry; then convertible at initial conversion price ≈ $3.25/share with anti-dilution adjustments |
| Warrant | Right to purchase up to 11,111,112 Class A shares at $4.50/share; exercisable 24 months from Apr 29, 2024 | Additional $50 million consideration if fully exercised |
| Separate Class Vote Rights (Preferred) | Holders entitled to separate class vote on specified matters (e.g., amendments adversely affecting preferred; senior/equal securities; >$50M indebtedness; redemptions; changes to principal business; specified M&A/divestitures; dividends; liquidation; affiliate transactions; annual equity grants >3.75% dilution; certain non-GAAP budget increases; termination without cause of specified executives) | Material governance influence on strategic financing, capital allocation, and equity plan limits |
| Redemption Rights | After year 5: holders can require redemption at 150–200% of liquidation preference depending on year; company may redeem at 200% after year 7; automatic redemption at change of control at greater of as-converted value or 200% of liquidation preference | |
| Standstill & Transfer Restrictions | Haveli subject to standstill (cap at 19.9% ownership, no proxy solicitations, etc.) until certain events; transfer restrictions include no transfers to competitors/activists and limits during first year; permitted transfers to affiliates and permitted loans/pledges |
Governance Assessment
- Independence and conflicts: The board affirmed Sheth’s independence under NYSE standards . Nonetheless, Sheth’s affiliation with Haveli and Haveli’s robust separate class voting rights and redemption terms create potential perceived conflicts in areas like equity plan sizing (>3.75% dilution cap) and leverage/strategic transactions; this is mitigated by standstill restrictions limiting activism and ownership concentration .
- Committee influence: As a Compensation Committee member, Sheth participates in executive pay oversight while Haveli’s preferred has separate class votes affecting equity plan capacity—heightening the need for transparent processes and independent review .
- Alignment: Sheth receives no director compensation; alignment with shareholders is primarily via Haveli’s economic stake (convertible preferred and warrants) and governance covenants designed to protect value (e.g., debt limits, business change controls) .
- Shareholder support: Strong 2024 election support (462.7M “For”) indicates investor confidence in his appointment and Haveli partnership .
- RED FLAGS: Related-party transaction with Haveli and associated governance rights ; preferred-holder ability to force redemption at significant premiums after year 5 ; separate class votes over financing, M&A, and equity plans .
- Policies: Blend prohibits hedging and margin accounts generally and requires Audit Committee pre-approval for pledging—important in the context of permitted loan/pledge exceptions for Haveli transfers .
Overall, Sheth’s governance profile combines deep PE/technology expertise and shareholder-aligned personal compensation (none from Blend) with elevated governance influence via Haveli’s preferred terms. Effective board functioning will hinge on maintaining robust independence, transparent committee processes, and careful management of preferred-holder rights to avoid perceived conflicts while leveraging strategic benefits of the partnership .