Winnie Ling
About Winnie Ling
Winnie Ling is Head of Legal (since February 2023) and Head of People (since January 2024) at Blend Labs (BLND). She previously led Blend’s corporate, securities, and M&A legal functions, and was a corporate attorney at Cravath and Davis Polk; she holds an LL.M. from Columbia Law School (Harlan Fiske Stone Scholar), a B.Com. in finance (with distinction), and an LL.B. (honors) from the University of New South Wales . Her current compensation mix is equity-heavy with market-based PSUs tied to stock price hurdles; she adopted a Rule 10b5-1 plan in June 2024 to sell up to 150,000 shares through February 2025, which can create periodic selling pressure . As of March 31, 2024, she beneficially owned 346,393 Class A shares (<1%); no pledging is disclosed for Ms. Ling (pledging is disclosed only for the CEO) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blend Labs | Led corporate, securities & M&A legal functions | Prior to 2023 | Drove capital markets, financing and M&A legal execution supporting corporate strategy |
| Cravath, Swaine & Moore LLP | Corporate attorney | 2014–2021 | Advised financial institutions and tech clients on capital markets, financing, M&A, and strategic matters |
| Davis Polk & Wardwell LLP | Corporate attorney | 2011–2013 | Focus on corporate finance transactions for investment banks and corporate clients |
External Roles
- No public company directorships or external board roles disclosed for Ms. Ling in Blend’s proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 384,160 | 400,000 (current) | 400,000 (effective Apr 1, 2025) |
| Target Bonus ($) | — | — (not disclosed) | 100,000 (effective Apr 1, 2025) |
| Actual Cash Bonus Paid ($) | — | — (not disclosed) | — (not disclosed) |
| 401(k) Match/All Other Comp ($) | 5,000 | — (not disclosed) | — (not disclosed) |
Performance Compensation
RSU Grants and Vesting
| Grant date | Shares | Vesting schedule | Key dates/status |
|---|---|---|---|
| 9/29/2022 | 16,875 | Equal quarterly over 18 months | Ongoing through 2024 H1 |
| 3/13/2023 | 125,000 | Equal quarterly over 2 years | In progress across 2023–2025 |
| 8/23/2023 | 350,000 | Equal quarterly over 2 years | In progress across 2023–2025 |
| 5/20/2025 (first vest) | 250,000 | Equal quarterly over 2 years; first vest May 20, 2025 | Granted under 2025 comp program |
PSU Grants (Market-based; stock-price hurdles)
| Grant date | Shares (max) | Tranches/weighting | Performance metric & hurdles | Performance window | Status |
|---|---|---|---|---|---|
| 8/23/2023 | 800,000 | 4 equal tranches (25% each) | Company stock price hurdles of $4.26–$25.53 | Tranche expiry ranges 2–5 years post-grant | 25% vested on first target achievement in Dec 2024; remaining 600,000 cancelled Mar 13, 2025 upon PSU standardization |
| 3/13/2025 | 800,000 | 4 equal tranches | Company stock price hurdles (standardized across senior execs) | As specified in new award agreement | New PSUs granted to align leadership incentives |
Notes: 2023 stock awards fair value for Ms. Ling totaled $1,144,000 (aggregate RSUs+PSUs at grant-date fair value under ASC 718) .
Equity Ownership & Alignment
Outstanding Equity Awards (as of 12/31/2023)
| Instrument | Grant date | Quantity | Exercise price ($) | Vesting terms | Market value at 12/29/2023 ($) |
|---|---|---|---|---|---|
| Stock option | 5/28/2021 | 62,862 | 14.01 | 25% vested 4/6/2022; 1/48 monthly thereafter; early exercisable | — |
| RSU | 9/29/2022 | 16,875 | — | Quarterly over 18 months | 43,031 |
| RSU | 3/13/2023 | 125,000 | — | Quarterly over 2 years | 318,750 |
| RSU | 8/23/2023 | 350,000 | — | Quarterly over 2 years | 892,500 |
| PSU (market-based) | 8/23/2023 | 800,000 | — | 4 tranches on stock price hurdles | 2,040,000 |
Market values above use BLND closing price of $2.55 on Dec 29, 2023 .
Beneficial Ownership (as of March 31, 2024)
| Category | Shares | Notes |
|---|---|---|
| Direct Class A | 208,531 | Shares held of record |
| Options exercisable within 60 days | 62,862 | 46,820 vested as of 3/31/2024 |
| RSUs vesting/settling within 60 days | 75,000 | Included per SEC beneficial ownership rules |
| Total beneficial ownership | 346,393 | <1% of Class A outstanding; based on 242,768,598 Class A shares outstanding |
| Pledged as collateral | None disclosed for Ms. Ling | Pledging disclosed for CEO; none for Ms. Ling |
Insider Trading Arrangements (Rule 10b5-1)
| Executive | Plan adoption date | Max shares to be sold | Plan end date |
|---|---|---|---|
| Winnie Ling | June 7, 2024 | Up to 150,000 | February 28, 2025 (or earlier upon completion/termination) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; confirmatory employment letter |
| Current base salary | $400,000 (unchanged into 2025) |
| 2025 target bonus | $100,000 (effective Apr 1, 2025) |
| Non-CIC severance | If terminated without cause: lump-sum equal to 6 months base salary + 6 months COBRA (subject to release of claims) |
| Change-in-control (CIC) vesting acceleration | 50% acceleration of all equity awards upon qualifying double-trigger termination in CIC window (3 months before through 12 months after CIC), with PSUs deemed achieved at 50% of target unless otherwise specified (as disclosed for Ms. Ling in 2024 proxy) |
| Tax gross-up | None; 280G best-net cutback applies |
2025 proxy reflects 100% acceleration for current NEOs (CEO, Jafari, Venkatramani), but Ms. Ling is not listed as an NEO in 2025; her specific CIC acceleration in 2025 materials is not stated—last disclosure for Ms. Ling shows 50% acceleration .
Compensation Structure Analysis
- Equity emphasis and market-based PSUs: Ms. Ling’s incentives are primarily stock-based, with 2023 RSUs/PSUs ($1.144M grant-date value) and 2025 awards of 250,000 RSUs plus 800,000 New PSUs tied to stock price hurdles—aligning rewards with shareholder outcomes but increasing retention risk if hurdles are not met .
- Standardized PSU reset: In March 2025, remaining 2023 PSUs (600,000) were cancelled and replaced with standardized PSUs (800,000), signaling alignment of leadership targets but also award refresh that may extend equity overhang .
- Modest cash severance: Six months’ salary and COBRA upon without-cause termination provides moderate downside protection, below 1x+ multiples common for larger-cap peers; no tax gross-ups, with 280G cutback in effect .
- CIC terms: Last disclosed CIC acceleration for Ms. Ling is 50% on a double trigger; 2025 proxy moved current NEOs to 100% acceleration, but did not specify Ms. Ling—suggesting potential disparity vs top NEOs until explicitly updated .
Performance Compensation (Detailed)
| Metric | Weighting | Target | Actual/Status | Payout | Vesting mechanics |
|---|---|---|---|---|---|
| Stock price hurdles (2023 PSUs) | 25% per tranche | $4.26–$25.53 tranche hurdles | First target achieved Dec 2024 (25% vested); remaining cancelled Mar 13, 2025 | 25% | Vest upon hurdle achievement before tranche expiry (2–5 yrs), continued service required |
| Stock price hurdles (New PSUs 2025) | 25% per tranche | Company stock price hurdles (standardized across execs) | Granted Mar 13, 2025 | TBD | Vest upon specified hurdles; continued service required |
Investment Implications
- Alignment and upside leverage: Significant PSU exposure (market-based) tightly aligns Ms. Ling’s upside with shareholder returns; 2024 hurdle achievement and 2025 PSU reset suggest leadership confidence in stock appreciation and a desire to harmonize executive incentives .
- Near-term supply overhang: A 10b5-1 plan for up to 150,000 shares through Feb 2025 may create intermittent selling pressure, though it also reduces information asymmetry risk via pre-set trades .
- Retention and differentiation risk: Non-CIC severance is modest (6 months), and (as last disclosed for Ms. Ling) CIC acceleration at 50% trails 100% acceleration disclosed for current NEOs—potentially less protective unless updated, implying higher retention sensitivity relative to top NEOs in a transaction scenario .
- Ownership and governance: Beneficial ownership is <1% with no pledging disclosed for Ms. Ling (pledging limited to the CEO), reducing alignment red flags; compensation committee uses independent advisor Pearl Meyer, supporting governance quality .