Gerald Chen
About Gerald Chen
Gerald Chen, age 50, is an independent director of Blend Labs, Inc. (BLND) and has served on the board since July 2017. He is a General Partner at Greylock Partners (since June 2013) and holds a B.S. in Industrial Engineering from Stanford University and an M.B.A. from Harvard Business School. His core credentials span technology, M&A/investments/integration, and risk/cybersecurity; he is one of five independent directors on BLND’s seven-member board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greylock Partners | General Partner | Jun 2013 – Present | Led investments with focus on technology; experience in M&A, integration, risk and cybersecurity matters |
| Blend Labs, Inc. | Director | Jul 2017 – Present | Chair of Nominating & Corporate Governance Committee; independent director |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chronosphere | Director | Since Jul 2019 | Cloud-native monitoring tool; private company |
| Cato Networks | Director | Since Jul 2016 | Network security company; private company |
| Several other private companies | Director | Various | Serves on multiple private technology boards |
Board Governance
- Board composition: 7 directors; 5 independent under NYSE standards; BLND is a “controlled company” due to majority voting power held by Head of Blend, Co-Founder, and Chair Nima Ghamsari, though BLND states it does not expect to rely on exemptions. No lead independent director is currently appointed.
- Committees and roles:
- Nominating & Corporate Governance Committee: Members Gerald Chen (Chair) and Eric Woersching; 4 meetings in 2024. Responsibilities include director nominations, board composition, evaluations, and governance guidelines.
- Audit Committee: Members Erin Lantz, Bryan E. Sullivan (Chair, Audit Committee Financial Expert), and Eric Woersching; 4 meetings in 2024.
- Compensation Committee: Members Erin Lantz (Chair), Brian Sheth, and Bryan E. Sullivan; 3 meetings in 2024.
- Attendance: In 2024, the board held 5 meetings; each director attended at least 75% of board and applicable committee meetings. Executive sessions of non-employee directors are held at least twice per year; independent directors also meet in executive session at least twice per year if any non-employee directors are not independent.
- Independence: The board determined Mr. Chen is independent under NYSE listing standards; Audit and Compensation committees require additional SEC rule independence, which BLND states the committee members meet.
- Hedging/pledging policy: Directors are prohibited from hedging BLND stock absent Audit Committee pre-approval; pledging requires submission to the Audit Committee for review and pre-approval. Margin accounts are prohibited.
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Cash Fees Earned (Gerald Chen) | $97,500 | FY2024 | Under Prior Policy pro-rata and Amended Policy; see table below |
| Annual Cash Retainer (all non-employee directors) | $35,000 | Effective Jun 12, 2024 (Amended Policy) | Paid quarterly; no per-meeting fees |
| Committee Chair Fee – Nominating & Corporate Governance | $10,000 | Effective Jun 12, 2024 (Amended Policy) | Applicable to Mr. Chen (Chair) |
| Committee Member Fee – Nominating & Corporate Governance (non-chair) | $5,000 | Effective Jun 12, 2024 (Amended Policy) | N/A for chair |
| Total Director Compensation Cap | $500,000 | Per fiscal year | Combined cash+equity cap; excludes compensation for other services |
Director Compensation (FY2024) – Gerald Chen:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gerald Chen | $97,500 | $205,286 | $302,786 |
Mix: Equity comprised ~68% of Mr. Chen’s FY2024 director comp (205,286 / 302,786), aligning incentives to shareholder value creation. Calculation based on disclosed amounts.
Performance Compensation
| Equity Award Type | Shares/Grant | Grant Date | Vesting | Grant-Date Fair Value / Notes |
|---|---|---|---|---|
| Annual RSU (Amended Policy) | 50,000 shares | Each annual meeting on/after Jun 12, 2024 | Vests on earlier of 1-year from grant or day prior to next annual meeting, subject to service | Standard annual award under Amended Policy |
| Change-in-Control Treatment (Directors) | N/A | N/A | Outstanding director equity fully vests on change-in-control unless otherwise provided | As per 2021 Plan and Amended Policy |
| RSU Outstanding (Gerald Chen) | 50,000 shares | Jun 12, 2024 | Vests Jun 12, 2025 | Outstanding RSUs as of 12/31/2024 |
- Performance metrics: No performance-based metrics (e.g., PSU hurdles) are disclosed for non-employee director equity at BLND; director awards are time-based RSUs under the Amended Policy.
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Greylock Partners (affiliates) | BLND is party to an Amended & Restated Investors’ Rights Agreement granting certain holders (including Greylock affiliates) registration rights | Mr. Chen is affiliated with Greylock; related party transaction policy assigns Audit Committee oversight; rights are standard VC protections but imply potential related-party considerations |
- Haveli Investment Agreement: Separate from Mr. Chen—Haveli designated Brian Sheth to the board via a preferred investment and warrants; included to illustrate board composition and other investor rights dynamics (not a Chen interlock).
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Technology expertise | Marked in board skills matrix; VC/operator experience in tech |
| M&A/investments/integration | Marked in board skills matrix; Greylock GP background |
| Risk/cybersecurity | Marked in board skills matrix |
| Education | B.S. Industrial Engineering (Stanford); MBA (Harvard) |
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Gerald Chen (incl. affiliated interests per proxy aggregation) | 10,253,577 | — | 4.0% | 2.5% | Includes Greylock 15 LP (9,030,775), Greylock 15 Principals LP (501,708), Greylock 15‑A LP (501,708), and Chen direct holdings; 181,626 options exercisable within 60 days; Chen disclaims beneficial ownership beyond direct and pro rata interests |
Outstanding Equity Awards (as of 12/31/2024):
| Award Type | Grant Date | Quantity | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options | Jan 31, 2022 | 6,139 | $7.96 | Jan 31, 2032 | 2021 Plan |
| Stock Options | Feb 28, 2022 | 7,576 | $8.53 | Feb 28, 2032 | 2021 Plan |
| Stock Options | Mar 31, 2022 | 6,551 | $5.70 | Mar 31, 2032 | 2021 Plan |
| Stock Options | Apr 29, 2022 | 7,364 | $4.31 | Apr 29, 2032 | 2021 Plan |
| Stock Options | May 31, 2022 | 10,579 | $3.38 | May 31, 2032 | 2021 Plan |
| Stock Options | Jun 30, 2022 | 14,218 | $2.36 | Jun 30, 2032 | 2021 Plan |
| Stock Options | Jul 31, 2022 | 17,853 | $2.64 | Jul 31, 2032 | 2021 Plan |
| Stock Options | Aug 31, 2022 | 20,092 | $3.15 | Aug 31, 2032 | 2021 Plan |
| Stock Options | Sep 30, 2022 | 18,624 | $2.21 | Sep 30, 2032 | 2021 Plan |
| Stock Options | Oct 31, 2022 | 19,897 | $2.51 | Oct 31, 2032 | 2021 Plan |
| Stock Options | Nov 30, 2022 | 24,367 | $1.32 | Nov 30, 2032 | 2021 Plan |
| Stock Options | Dec 31, 2022 | 28,366 | $1.44 | Dec 31, 2032 | 2021 Plan |
| RSUs | Jun 12, 2024 | 50,000 | — | — | RSUs vest Jun 12, 2025 |
Pledging/Hedging: Company policy prohibits hedging without Audit Committee pre-approval and requires pre-approval for pledging; no pledging disclosures are noted for Mr. Chen in the proxy. Policy reference provided.
Fixed Compensation (Policy Detail)
| Element | Prior Policy (pre–Jun 12, 2024) | Amended Policy (effective Jun 12, 2024) |
|---|---|---|
| Annual Retainer | $300,000; 50% cash, 50% RSUs (prorated as applicable) | $35,000 cash retainer; RSU Annual Award of 50,000 shares |
| Committee Fees | Included in retainer structure | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; NCG Chair $10,000; NCG Member $5,000 |
| Equity Treatment (change-in-control) | Not specified | Director awards fully vest on change-in-control unless otherwise provided |
| Annual Cap | Not specified | $500,000 combined cash+equity per fiscal year (excludes other service compensation) |
Performance Compensation (Metrics)
| Metric Type | Metric | Applicability | Disclosure |
|---|---|---|---|
| Director Equity Metrics | Performance hurdles (e.g., TSR, EBITDA) | Non-employee directors | Not used; director awards are time-based RSUs per Amended Policy |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Conflict Commentary |
|---|---|---|---|
| Chronosphere | Private | Director | No BLND disclosed transactions; informational interlock only |
| Cato Networks | Private | Director | No BLND disclosed transactions; informational interlock only |
| Greylock-affiliated entities | Investor rights holder | N/A | Investors’ Rights Agreement provides registration rights; Audit Committee reviews related party transactions; potential influence via ownership |
Equity Ownership & Alignment
- Beneficial ownership: Mr. Chen beneficially owns 10,253,577 Class A shares (4.0% of Class A; 2.5% total voting power). Ownership includes Greylock 15 LP, Greylock 15 Principals LP, Greylock 15‑A LP, direct shares, and options exercisable within 60 days; he disclaims beneficial ownership beyond direct holdings and pro rata interests in Greylock funds.
- Outstanding director RSUs: 50,000 for Mr. Chen vesting June 12, 2025.
- Company hedging/pledging restrictions: Hedging prohibited absent Audit Committee pre-approval; pledging requires Audit Committee pre-approval; margin accounts prohibited.
Insider Trades and Filing Compliance
| Person | FY2024 Section 16 Compliance | Notes |
|---|---|---|
| Gerald Chen | Timely compliance | Proxy discloses all directors, executive officers, and >10% holders complied timely in FY2024, except a late Form 4 for Nima Ghamsari; no late filing for Mr. Chen noted |
Governance Assessment
-
Strengths
- Independence and leadership: Mr. Chen is independent and chairs the Nominating & Corporate Governance Committee, directly influencing board composition, evaluations, and governance standards.
- Relevant expertise: Deep technology, risk/cyber, and M&A/investment background supports oversight of strategy, governance, and risk in a fintech/software context.
- Attendance and engagement: Board met 5 times in 2024; committees met regularly; all directors met at least the 75% attendance threshold, indicating baseline engagement.
- Compensation alignment: Significant portion of Mr. Chen’s 2024 compensation in RSUs; Amended Policy standardizes annual equity grants and modest cash retainers, limiting guaranteed cash and enhancing long-term alignment.
-
Risks and potential conflicts
- Controlled company risk: Concentrated voting control by the Chair; no lead independent director—potentially weakens independent counterbalance and investor protections if exemptions are ever utilized. BLND states it does not expect to rely on exemptions, but the status itself is a governance risk.
- Greylock affiliation: Investors’ Rights Agreement affords Greylock affiliates registration rights; while standard, affiliation presents potential related-party optics and influence. Audit Committee oversight of related transactions mitigates risk.
-
RED FLAGS
- Controlled company with no lead independent director—heightened oversight risk for minority shareholders.
- Significant affiliated ownership via Greylock—requires vigilance for related-party dynamics and board independence in nominations and governance decisions; policy controls exist.