Nima Ghamsari
About Nima Ghamsari
Nima Ghamsari, age 39, is Head of Blend (principal executive officer), Co‑Founder, and Chair of the Board. He has served on the board since 2012 and holds a B.S. in Computer Science from Stanford University . Under his leadership, Blend reported Q2 2025 revenue of $31.5M (+10% y/y), with non‑GAAP operating income of $4.7M and record RPO of $190.4M; Q3 2025 revenue was $32.9M (-1% y/y), with GAAP gross margin of 74% and non‑GAAP operating income of $4.6M . He also controls a majority of Blend’s voting power via Class B super‑voting shares, making Blend a “controlled company” under NYSE rules (though the company states it is not currently relying on controlled‑company exemptions) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blend Labs, Inc. | Head of Blend, Co‑Founder, and Chair | Director since 2012 | Founder‑operator leading strategy, product, and sales; long-tenured governance as Chair |
| Palantir Technologies | Previous employment | — | Technology and data background relevant to fintech execution |
External Roles
- His 2025 proxy biography does not list any external public company directorships for Mr. Ghamsari; focus is on Blend executive and board roles .
Board Governance and Service
- Board service: Director since 2012; current role: Chair. Independence: Not independent due to employment. Board does not currently have a Lead Independent Director .
- Committees: Audit (Sullivan—Chair; Lantz; Woersching), Compensation (Lantz—Chair; Sheth; Sullivan), Nominating & Governance (Chen—Chair; Woersching). Mr. Ghamsari is not a member of these committees .
- Controlled company: Mr. Ghamsari controls a majority of voting power; Blend states it does not currently rely on NYSE controlled‑company exemptions .
- Board attendance: All directors attended at least 75% of meetings in 2024; independent director executive sessions occur at least twice per year .
- Director pay: Employee directors receive no director compensation; Mr. Ghamsari received none as a director .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (current targets/effective) |
|---|---|---|---|
| Base Salary ($) | 405,385 | 545,000 | 545,000 (effective Apr 1, 2025) |
| Cash Bonus/Retention ($) | 400,000 | 400,000 | Target annual cash bonus $495,000 (effective Apr 1, 2025) |
| Notes | — | — | Retention incentive payments: $400,000 paid Sept 1, 2023 (earned) and $400,000 paid Sept 1, 2024 (fully earned only if employed through Aug 31, 2025; pro‑rata repayment if not) |
Process/consultant: Compensation Committee retained Sequoia Consulting Group in 2024 for market data and advice; Sequoia provided no non‑comp services to Blend .
Performance Compensation
Annual/Cash Incentive Plan
- No specific performance metrics disclosed for Mr. Ghamsari’s 2023–2024 cash bonuses in the proxy (unlike the CFO’s plan, which used net operating loss and G&A expense metrics); 2025 introduces an annual target bonus level but no metric breakdown provided in the proxy .
Equity Awards – RSUs (Time‑Based)
| Grant | Units | Vesting Schedule | Mark‑to‑Market at 12/31/24 |
|---|---|---|---|
| RSUs granted 8/24/2023 | 4,125,000 | Equal quarterly over 4 years, service‑based | $17,366,250 (based on $4.21 close at 12/31/24) |
Founder and Head of Blend Long‑Term Performance Award (Market‑Based Option)
- Structure: Stand‑alone nonstatutory stock option (max 26,057,181 shares), exercise price $8.58, 15‑year term; vesting contingent on IPO/liquidity and multi‑tranche stock price hurdles; post‑vest holding requirement of 2 years (except in certain cases) .
- Service condition: Must remain CEO; after year 5, certain portions can remain eligible upon role change or qualifying termination per schedule; change‑in‑control settlement uses per‑share deal price to test hurdles, with an additional 25% vest if deal price ≥$41.91 (after testing) .
| Tranche | Shares | Company Stock Price Hurdle | Expiration |
|---|---|---|---|
| 1 | 1,954,289 | IPO (achieved July 2021) | 15‑month anniversary of grant |
| 2 | 5,862,866 | $41.91 | 4‑year anniversary of grant |
| 3 | 4,560,006 | $83.82 | 6‑year anniversary of grant |
| 4 | 5,862,866 | $209.55 | 8‑year anniversary of grant |
| 5 | 7,817,154 | $419.10 | 10‑year anniversary of grant |
None of the stock price hurdles were achieved in 2024; vested shares generally must be held for 2 years from vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 3/31/2025) | Class A: 6,262,688; Class B: 8,931,327; Voting power: 59.3% |
| Class A breakdown | 5,762,688 shares held of record; 500,000 RSUs vesting/settling within 60 days of 3/31/2025 |
| Class B breakdown | 3,247,235 held of record; 500,000 held by the Nima Ghamsari Family Foundation; 5,184,092 options exercisable within 60 days (fully vested) |
| Pledging | “Shares held of record by Mr. Ghamsari are pledged as collateral to secure certain personal indebtedness.” (RED FLAG) |
| Hedging/pledging policy | Prohibits short sales, options, and hedging without Audit Committee pre‑approval; pledging requires Audit Committee pre‑approval; no margin accounts |
| Recent Form 4 timeliness | One late Form 4 reported for Mr. Ghamsari tied to a May 20, 2024 conversion/sale under a 10b5‑1 plan |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment | Confirmatory at‑will employment letter |
| Current target cash comp (effective Apr 1, 2025) | Base salary $545,000; Target annual bonus $495,000 |
| Retention incentives | $400,000 paid 9/1/2023 (earned); $400,000 paid 9/1/2024 (fully earned only if employed through 8/31/2025; pro‑rata repayment if not) |
| Severance (non‑CoC) | If terminated without cause: 6 months base salary + 6 months COBRA (subject to release) |
| Change‑in‑Control (double‑trigger) | If terminated without cause or for good reason during 3 months pre‑ to 12 months post‑CoC: 100% vesting acceleration of all equity (performance awards deemed achieved at 100% of target unless award terms specify otherwise), subject to resignation of officer/director roles and release |
| 280G treatment | Best‑net cutback (no excise tax gross‑ups) |
Performance & Track Record Highlights (operational context)
| Period | Highlights |
|---|---|
| Q2 2025 | Revenue $31.5M (+10% y/y); non‑GAAP operating income $4.7M (15% margin); record RPO $190.4M; “Simplify Blend” (sale of Title365) to higher‑margin model |
| Q3 2025 | Revenue $32.9M (-1% y/y); GAAP gross margin 74%; non‑GAAP operating income $4.6M; 14 new deals/expansions; Nima commentary on momentum and macro tailwinds |
Related Party Transactions and Interlocks (governance context)
- Haveli Investment: $150M of Series A Preferred (convertible) plus warrants ($4.50 strike); director designee rights for Haveli (Brian Sheth). Sheth serves on Blend’s board and Compensation Committee; standstill and transfer restrictions apply to the preferred .
- Director introductions: Sullivan and Woersching were introduced to the board by Mr. Ghamsari; Sheth nominated under Haveli agreement .
Compensation Structure Analysis
- Mix shift and risk: 2023 equity for Mr. Ghamsari concentrated in time‑based RSUs (4.125M units), while the large founder option award remains entirely performance/market‑based with very high price hurdles and a 2‑year post‑vest holding requirement, aligning upside to long‑term TSR and dampening immediate selling pressure if tranches vest .
- Cash incentives: 2023–2024 $400k bonuses appear retention/discretionary (no disclosed metrics), with 2024–2025 incremental retention tied to continued service through Aug 31, 2025, increasing certainty of near‑term cash compensation vs performance contingency .
- Governance overlay: Independent Compensation Committee chaired by an independent director; use of independent consultant; no tax gross‑ups under 280G (best‑net cutback) .
Risk Indicators & Red Flags
- Pledging of shares: Material alignment concern—Mr. Ghamsari’s shares held of record are pledged as collateral for personal indebtedness (Audit Committee pre‑approval policy exists but pledging still poses potential forced‑sale risk) .
- Dual role and control: CEO/Chair combination in a controlled company with no Lead Independent Director increases key‑man and oversight risk; company states it is not relying on NYSE controlled‑company exemptions .
- Equity overhang/vesting cadence: 4.125M time‑based RSUs vest quarterly through 2027; upcoming scheduled settlements can create predictable selling windows/pressure absent 10b5‑1 discipline .
- Filing timeliness: One late Form 4 in 2024 noted in proxy (administrative risk indicator) .
Investment Implications
- Alignment vs dilution: The founder option’s high hurdles and 2‑year holding reduce near‑term dilution and tie realized value to outsized stock performance; however, given current trading levels, realizable value is largely from time‑based RSUs in the medium term, which can introduce incremental sell‑pressure as they vest .
- Retention outlook: 2024–2025 cash incentives are conditioned on continued service through Aug 31, 2025, enhancing retention into 2H25; change‑in‑control protection is double‑trigger with full equity acceleration, a customary but meaningful M&A consideration .
- Governance/oversight: Concentrated voting control and combined CEO/Chair role without a Lead Independent Director heighten governance risk; mitigating factors include fully independent key committees and stated non‑reliance on NYSE controlled‑company exemptions .
- Operating signals: Management commentary and 2025 results highlight improving profitability and sales momentum (Q2 RPO record; Q3 non‑GAAP operating profit), which, if sustained, support value‑creation narratives underpinning equity awards designed to reward durable growth .