Earl Fry
About Earl E. Fry
Earl E. Fry (age 66) is an independent Class I director of Backblaze (BLZE), serving on the board since August 2021. He is a seasoned technology and finance executive, having held multiple C‑suite roles at Informatica (CFO, CAO, CCO, EVP Operations Strategy) from 1999–2015, and holds a B.B.A. in Accounting from the University of Hawai’i and an MBA from Stanford GSB . He is standing for re‑election to a term expiring in 2028 . The board has determined Fry is independent under Nasdaq rules, and he qualifies as an “audit committee financial expert” through his Audit Committee membership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Informatica Corporation | CFO; CAO; Chief Customer Officer; EVP, Operations Strategy | Dec 1999 – Aug 2015 | Senior finance and operations leadership across software/data integration; audit and accounting oversight experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Pacific Financial Corp. (NYSE: CPF) | Director; Chair, Risk Committee; Member, Audit Committee | Apr 2005 – present | Bank risk oversight leadership; audit oversight at a publicly traded financial institution . |
| Hawaiian Airlines (NASDAQ: HA) | Director; Chair, Audit & Finance Committee | May 2016 – Sep 2024 | Led audit and finance oversight at a public airline until 2024 . |
| Xactly Corporation (formerly public) | Director | Sep 2005 – Aug 2017 | Board oversight at enterprise SaaS provider . |
Board Governance
- Board structure: Combined Chair/CEO (Gleb Budman) with a Lead Independent Director (Jocelyn Carter‑Miller) to run independent director sessions and call special meetings of independents .
- Independence: Board deems Fry (and a majority of directors) independent under Nasdaq standards; independent directors meet in executive session regularly .
- Committees (as of Mar 31, 2025): Fry serves on Audit, Compensation, and Nominating & Corporate Governance (not a chair) .
- Committee “financial expert”: All Audit Committee members (including Fry) qualify as audit committee financial experts; the Audit Committee also oversees related‑party transactions and cybersecurity/IT risks .
- Meeting cadence and attendance (2024): Board met 7 times; Audit 9; Compensation 11; Nominating & Governance 5; no director attended fewer than 75% of Board and relevant committee meetings; all five directors attended the 2024 annual meeting .
Committee Membership Detail
| Committee | Member | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Earl E. Fry | No | 9 |
| Compensation | Earl E. Fry | No | 11 |
| Nominating & Corporate Governance | Earl E. Fry | No | 5 |
Fixed Compensation
Reported non‑employee director compensation (cash/equity) for 2023 and 2024:
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 55,000 | — | 150,000 | 205,000 |
| 2024 | 55,000 | — | 150,000 | 205,000 |
Director fee policy (unchanged in 2023–2024) aligns with Fry’s committee load:
| Component | Amount |
|---|---|
| Annual cash retainer (non‑employee director) | $35,000 |
| Audit Committee – Member | $10,000 |
| Compensation Committee – Member | $6,000 |
| Nominating & Governance – Member | $4,000 |
| Lead Independent Director – Additional | $15,000 (not applicable to Fry) |
Fry’s reported cash fees ($55,000) match the policy sum for a director serving as a member (not chair) across Audit, Compensation, and Nominating & Governance ($35k + $10k + $6k + $4k) .
Performance Compensation
Equity awards for non‑employee directors are time‑based RSUs (no performance metrics), with standard annual grants and change‑in‑control acceleration.
| Equity Feature | Terms |
|---|---|
| Initial RSU on first appointment/election | Grant‑date value $300,000; vests in 3 equal annual installments, subject to service . |
| Annual RSU on (re)election/continuation | Grant‑date value $150,000; vests by next annual meeting or first anniversary of grant . |
| Change‑in‑control | Director equity awards vest in full upon a change in control . |
| Options | No option awards reported for Fry in 2023–2024 (—) . |
| Performance metrics | Not disclosed for director equity; awards are time‑based (no TSR/EBITDA/ESG metrics noted) . |
Unvested RSUs held at year‑end (for each non‑employee director, including Fry):
| As of Date | Unvested RSUs (shares) |
|---|---|
| Dec 31, 2023 | 35,211 |
| Dec 31, 2024 | 20,604 |
Other Directorships & Interlocks
| Company | Relationship to BLZE | Note |
|---|---|---|
| Central Pacific Financial Corp. | No disclosed customer/supplier link | External public board; banking risk oversight; no BLZE‑related transaction disclosed . |
| Hawaiian Airlines | No disclosed customer/supplier link | Prior public board through Sep 2024; no BLZE‑related transaction disclosed . |
| Xactly Corporation | None | Prior public board; no BLZE‑related transaction disclosed . |
- Related‑party review: Audit Committee oversees related‑person transactions; the only disclosed related‑party transaction since 2023 involves marketing services with a firm associated with the CEO’s brother (not Fry) totaling $206,000 (2023) and $200,000 (2024) and is now complete .
- Hedging/pledging: Company policy prohibits hedging and pledging of BLZE securities by directors, a positive alignment signal .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication confirmed by the board for all Audit Committee members .
- Deep software/cloud and finance background from Informatica executive roles (finance, operations, customers) .
- Risk oversight expertise as Risk Committee chair at a public bank; additional audit committee service externally .
- Education: B.B.A. in Accounting (University of Hawai’i); MBA (Stanford GSB) .
Equity Ownership
Beneficial ownership as of March 14, 2025:
| Holder | Class A Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % Voting Power |
|---|---|---|---|---|
| Earl E. Fry | 53,187 | 31,348 | 84,535 | <1% (asterisked in filing) |
Notes: The beneficial ownership table in the proxy uses 54,832,967 Class A shares outstanding as of March 14, 2025; “*” denotes less than 1% .
Governance Assessment
-
Positives:
- Independent director with extensive finance/audit credentials; qualifies as an audit committee financial expert .
- High engagement: Board and key committees met frequently in 2024; no director fell below the 75% attendance threshold; all directors attended the 2024 annual meeting .
- Pay-for-service alignment: Cash fees reflect committee workload per policy; equity is time‑based RSUs with annual cadence; no option awards or performance metric gaming risk for director pay .
- Risk controls: Hedging/pledging prohibited; Audit Committee reviews related‑party transactions; only disclosed related‑party item relates to CEO’s family and is completed .
-
Watchpoints:
- Combined CEO/Chair structure requires effective independent oversight—mitigated by a Lead Independent Director and robust committee structure .
- Multi‑board service: Currently one other public board (CPF) after leaving Hawaiian in 2024; not excessive, but continued monitoring of time commitments is prudent .
-
Bottom line: Fry brings strong financial oversight and risk governance to BLZE’s board, with verified independence, active committee participation, and aligned director compensation. No Fry‑specific conflicts or red flags are disclosed in recent filings .
Appendix: Key Disclosures and Attendance
- Independence determination: Fry is independent under Nasdaq rules .
- Committee memberships and chairs: Fry (Audit, Compensation, Nominating); committee chairs are D’An (Audit), Carter‑Miller (Compensation), Nelson (Nominating) .
- 2024 meeting counts: Board 7; Audit 9; Compensation 11; Nominating 5; no director <75% attendance; all directors attended 2024 annual meeting .
- Director compensation (2023 and 2024): Fry cash $55,000; stock awards $150,000; total $205,000; no option awards .
- RSU terms: Annual $150k; initial $300k; time‑based vesting; full vesting on change‑in‑control .
- Beneficial ownership: 84,535 total (53,187 shares + 31,348 options within 60 days); <1% .
- Related‑party transactions oversight and policy; disclosed item unrelated to Fry (Meaningful Works; $206k in 2023; $200k in 2024) .