Bryan E. Sullivan
About Bryan E. Sullivan
Independent director of Blend Labs, Inc. since June 2024; age 48; Audit Committee Chair and Compensation Committee member; recognized as an Audit Committee Financial Expert. Currently President & CFO of Identity Intelligence Group (identity theft protection, credit monitoring) and advisor to Americor Financial; prior roles include CFO and Chief Investment & Strategy Officer at loanDepot, LLC; holds a Bachelor of Accountancy from the University of San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| loanDepot, LLC | EVP, Chief Investment & Strategy Officer | Sep 2013 – Oct 2015 | — |
| loanDepot, LLC | EVP, Chief Financial Officer | Oct 2015 – Dec 2019 | — |
| LendingUSA | Director | Aug 2020 – Jun 2024 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Identity Intelligence Group, LLC | President & Chief Financial Officer | Since May 2021 | — |
| Americor Financial | Advisory Board Member & Senior Advisor | Since Feb 2020 | — |
Board Governance
- Committees: Audit (Chair); Compensation (Member). Audit Committee members: Lantz, Sullivan, Woersching; Compensation Committee members: Lantz (Chair), Sheth, Sullivan .
- Audit Committee Financial Expert: Determined by the Board that Sullivan meets Item 407(d) criteria; all audit members independent .
- Independence: Board determined Sullivan is independent under NYSE standards; 5 of 7 directors independent .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings. Audit met 4 times; Compensation met 3; Nominating & Corporate Governance met 4 .
- Controlled company: Blend is NYSE “controlled company” given majority voting power held by the Chair; company currently intends to comply with NYSE governance requirements but could elect exemptions in the future .
- Executive sessions: Non‑employee directors meet without management periodically, no less than twice per year .
- Hedging/pledging controls: Insider Trading Policy prohibits short sales, certain derivatives, and margin accounts; any hedging or pledging requires Audit Committee pre‑approval .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees Paid | $34,332 | Paid under amended outside director policy; pro‑rated from June 12, 2024 |
| Annual Cash Retainer (policy) | $35,000 | Effective June 12, 2024; paid quarterly |
| Audit Committee Chair Fee (policy) | $20,000 | Annual; paid quarterly |
| Compensation Committee Member Fee (policy) | $7,500 | Annual; paid quarterly |
Performance Compensation
| Award | Grant Date | Shares | Fair Value ($) | Vesting | Key Terms |
|---|---|---|---|---|---|
| Initial RSU Award | Jun 12, 2024 | 50,000 | $132,000 | Vests Jun 12, 2025 | Time‑based RSUs; per policy, new directors receive Initial Award scaled to next annual meeting; change‑in‑control provides full vesting of outstanding director equity, absent contrary agreement |
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Equity/bonus metrics | None disclosed for non‑employee directors; director equity is time‑based RSUs |
Other Directorships & Interlocks
| Category | Company | Role | Status |
|---|---|---|---|
| Current public boards | — | — | None disclosed |
| Prior boards | LendingUSA | Director | Aug 2020 – Jun 2024 (private company) |
| Interlocks/arrangements | — | — | None disclosed related to Sullivan |
Expertise & Qualifications
- Audit financial expertise; designated Audit Committee Financial Expert .
- Skills matrix highlights: Financial/Banking, Technology, Risk/Cyber, and M&A/Investments/Integration .
- Education: Bachelor of Accountancy (University of San Diego) .
Equity Ownership
| Beneficial Ownership (Mar 31, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | — | * | “*” represents less than 1%; RSUs vesting within 60 days counted; Sullivan’s RSUs vest on Jun 12, 2025 (not within 60 days) |
| Class B Common Stock | — | — | Not applicable |
| Outstanding Equity Awards (Dec 31, 2024) | Type | Shares | Vesting |
|---|---|---|---|
| RSUs | Time‑based RSUs | 50,000 | Vest Jun 12, 2025 |
- Pledging/Hedging: No pledging disclosures for Sullivan; pledging requires Audit Committee pre‑approval under Insider Trading Policy .
Governance Assessment
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Board effectiveness: Sullivan strengthens audit oversight as Chair and designated financial expert; Audit Committee charter covers internal control, disclosure controls, compliance, technology security and data privacy, risk assessment, and related‑party transaction review; Audit Committee issued its annual report to include independence review and PCAOB/SEC required discussions .
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Independence and engagement: Independent director with committee leadership; Board/committee meetings held regularly with ≥75% attendance across directors, indicating baseline engagement .
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Pay alignment: Mix of modest cash fees (pro‑rated) and time‑based RSUs (50,000 shares) aligns director incentives with shareholder value; 2024 fair value of stock awards was $132,000; no performance metrics tied to director equity grants, consistent with common practice .
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Ownership alignment: No beneficial ownership reported as of Mar 31, 2025 (RSUs vesting >60 days excluded), which may signal lower immediate “skin in the game”; pending RSU vesting expected June 2025 .
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Conflicts/related parties: No related‑party transactions involving Sullivan disclosed; Audit Committee (chaired by Sullivan) is responsible for related‑party review under formal policy, mitigating conflict risk .
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RED FLAGS
- Controlled company status: Majority voting power held by Chair; company currently intends not to rely on NYSE exemptions, but could elect to in future, potentially weakening minority shareholder protections .
- Low disclosed beneficial ownership: No reported shares owned as of the measurement date; monitor for post‑vesting ownership and any pledging activity (subject to Audit Committee pre‑approval) .
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Section 16 compliance: Company reports timely compliance for directors/10% holders in 2024, except a late Form 4 for the Chair; no delinquent filings noted for Sullivan .