Barbara Nelson

About Barbara Nelson

Barbara Nelson (age 70) is an independent director of Backblaze (BLZE) since October 2020, currently serving as Chair of the Nominating and Corporate Governance Committee and member of the Audit Committee. She holds a B.S. in Electrical Engineering from Stanford University and brings decades of SaaS, storage, and security leadership, including CEO roles and senior operating positions; she also qualifies as an audit committee financial expert under SEC and Nasdaq rules .

Past Roles

External Roles

Board Governance

• Board leadership is combined (CEO also Chair), with a Lead Independent Director (Jocelyn Carter‑Miller) who conducts sessions of independent directors at every board meeting; mitigates some risks of combined chair/CEO structure .
• Attendance and engagement: Board met 7 times in 2024; no director attended fewer than 75% of Board or committee meetings; all five directors attended the 2024 annual meeting .
• Independence: Each committee member qualifies as independent; Nelson specifically identified as independent in Nominating & Governance and Audit committees .
• Audit Committee oversight includes related‑person transactions, cybersecurity risk, and auditor independence; Nelson is listed among signatories on the Audit Committee report .

Fixed Compensation

Cash fee structure (unchanged in 2024):

• Annual director retainer: $35,000
• Committee fees: Audit Chair $20,000 / member $10,000; Compensation Chair $12,000 / member $6,000; Nominating Chair $8,000 / member $4,000 .
• Nelson’s 2024 cash total of $53,000 aligns with $35,000 (base) + $10,000 (Audit member) + $8,000 (Nominating Chair) .

Performance Compensation

2024 RSU position: as of Dec 31, 2024, Nelson held 20,604 unvested RSUs; FASB ASC 718 grant‑date fair value included in the $150,000 stock awards .

Other Directorships & Interlocks

• Current public board: Oneview Healthcare plc (Chair); no disclosed transactional interlocks with BLZE customers/suppliers; no committee interlock disclosures noted .
• Recent public board: GSI Technology (ended Aug 2024) .
• No related‑party transactions disclosed involving Nelson; the only significant related‑party item is a marketing services agreement with an entity affiliated with the CEO’s brother, reviewed under company policies .

Expertise & Qualifications

• Technology executive experience across SaaS, storage, and security; CEO and GM roles provide operating rigor and product/market familiarity .
• Audit committee financial expert designation and Nasdaq financial sophistication; contributes to robust disclosure control oversight and cybersecurity risk review .
• Governance leadership as Chair of Nominating & Governance; oversees director independence, conflicts, composition, and succession planning .

Equity Ownership

Additional alignment and restrictions:

• Insider Trading Policy prohibits hedging and pledging of BLZE securities; enhances alignment and reduces risk of collateralization red flags .
• As of Dec 31, 2024, Nelson had 20,604 unvested RSUs outstanding (not all counted in beneficial ownership unless settle within 60 days) .

Insider Trades

• Section 16(a) compliance: Company disclosed all directors/officers complied in 2024 except a late Form 3 for the CFO; no director‑level delinquencies were noted .

Governance Assessment

• Strengths:

  • Independent director with relevant technology and security expertise; audit committee financial expert status enhances financial oversight .
  • Governance leadership as Nominating & Governance Chair with clear remit over independence, conflicts, board composition, and succession planning .
  • Solid engagement: No attendance shortfalls; annual meeting attendance; multiple committee responsibilities .
  • Pay mix is equity‑heavy and stable year‑over‑year ($150k RSU + $53k cash), supporting alignment without performance‑goal manipulation risk in director pay .

• Risks and watch items:

  • Structural risk from combined Chair/CEO mitigated by an active Lead Independent Director; continue to monitor independence and executive session robustness .
  • Insider sale of 16,000 shares in Aug 2024 is not inherently a red flag but warrants routine monitoring for patterns; no hedging/pledging is permitted under policy .
  • Related‑party transaction with CEO’s brother’s firm (marketing services) is outside Nelson’s personal exposure but highlights reliance on Audit Committee oversight where Nelson is a member; ensure continued rigorous review .

• Not disclosed/unknown:

  • Director stock ownership guidelines and compliance status were not disclosed; no clawback specifics for director equity were noted; company is an “emerging growth company” and does not hold advisory say‑on‑pay votes yet .

RED FLAGS: None specifically tied to Barbara Nelson were disclosed. Company‑level related‑party marketing spend (CEO family connection) is a governance sensitivity area overseen by the Audit Committee, on which Nelson serves .

Appendix: Reference Tables

Board Committee Membership Snapshot (as of Mar 31, 2025)

Director Compensation Policy (Cash)

Beneficial Ownership (as of Mar 14, 2025)

Meeting Activity (2024)

Attendance Statement (2024)

“No director attended fewer than 75% of Board and applicable committee meetings; all five directors attended the 2024 Annual Meeting” .