Gleb Budman
About Gleb Budman
Gleb Budman is Backblaze’s co-founder, Chief Executive Officer (CEO) since 2007, a director since 2009, and Chairperson since January 2021; he is 51 years old and holds an MBA and a B.S. in Mechanical Engineering from the University of California, Berkeley . Backblaze’s 2025 annual bonus plan uses revenue, adjusted free cash flow, and annual recurring revenue (ARR) as performance metrics; the company is an Emerging Growth Company (EGC) and is exempt from pay-versus-performance and say‑on‑pay disclosures . The Board has a combined CEO/Chair leadership structure with a Lead Independent Director presiding over executive sessions at every Board meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SonicWall, Inc. | Senior roles | Not disclosed | Security and networking operating experience |
| MailFrontier, Inc. (acquired by SonicWall) | Senior roles | Not disclosed | Email security; acquisition integration insight |
| Kendara, Inc. (acquired by Excite@Home) | Senior roles | Not disclosed | Consumer/internet product experience |
| Two startup companies (founded) | Founder | Not disclosed | Entrepreneurial track record and company building |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed for Budman | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Director Fees ($) | Notes |
|---|---|---|---|
| 2024 | 546,875 | 0 (employee director) | No cash non‑equity bonus; annual bonus paid as fully vested RSUs |
| 2023 | 525,000 | 0 (employee director) | Annual bonus paid as fully vested RSUs |
Performance Compensation
| Year | Target Bonus % | Payout Factor | Payout Form | Performance Metrics |
|---|---|---|---|---|
| 2024 | 25% of base salary | 82.33% (company plan achievement) | Fully vested RSUs (granted post-earnings) | Annual revenue; year-end cash (incl. equivalents, restricted cash, short-term investments) |
| 2025 | 75% of base salary | Not disclosed | 100% cash for CEO | Annual revenue; adjusted free cash flow; ARR |
Long-Term Incentives (RSUs and Options)
| Grant Date | Instrument | Quantity/Status | Vesting | Market/Value Reference |
|---|---|---|---|---|
| 8/10/2024 | RSUs outstanding | 178,394 unvested | Quarterly over ~2 years; service-based | $1,073,932 market value at 12/31/2024 |
| — | Stock options | None disclosed for Budman in 2024 YE table | — | — |
Notes:
- Since the IPO (Nov 2021), Backblaze shifted long-term incentives from options to RSUs for executives, indicating lower downside risk versus options and stronger retention through time-based vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,715,196 shares of Class A; 3.1% voting power as of March 14, 2025 |
| Shares outstanding reference for % calc | 54,832,967 Class A shares outstanding as of March 14, 2025 |
| Vested vs. unvested | 178,394 RSUs unvested as of 12/31/2024; quarterly vesting over ~2 years |
| Options (exercisable/unexercisable) | None disclosed for Budman at 2024 YE |
| Hedging/Pledging | Explicitly prohibited under Insider Trading Policy; directors/officers may not hedge or pledge company stock |
| Ownership guidelines | Not disclosed for executives |
Implication: Quarterly RSU vesting creates a predictable cadence of share settlements; while actual selling is unknown, tax withholdings and net-share settlements commonly occur around vest dates. Monitor Form 4 filings for transaction patterns and potential supply signals .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA Premium Coverage | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Termination outside change-in-control period | Lump sum: greater of 12 months base salary or one month per year of service (cap 18 months) | Prorated portion of annual target bonus | 12 months for CEO | Not specified to accelerate (outside CIC) | Applies to termination without cause, resignation for good reason, death, or disability |
| Termination within CIC period (3 months pre/12 months post) | Lump sum: 18 months base salary for CEO | Prorated portion of annual target bonus | 18 months for CEO | 100% vesting of time-based awards; performance awards at greater of target or determinable actual | Release required; resignation from Board if requested |
Additional: Backblaze is an EGC and is exempt from say-on-pay and pay-versus-performance disclosures; CEO pay ratio not required .
Board Governance
- Structure: Combined CEO and Chair roles (Budman), with Lead Independent Director (Jocelyn Carter‑Miller) conducting executive sessions at every Board meeting .
- Independence: Four of five directors are independent (Carter-Miller, Nelson, Fry, D’An); Budman is not independent as CEO .
- Committees and roles: Audit (Chair: D’An), Compensation (Chair: Carter‑Miller), Nominating & Corporate Governance (Chair: Nelson); Budman is not listed as a member on these committees .
- Meetings: Board met 7 times in 2024; Audit 9; Compensation 11; Nominating 5; no director attended fewer than 75% of applicable meetings .
- Director compensation: Employee directors receive no additional director compensation; Budman received none for Board service .
Dual-role implications:
- Combined CEO/Chair concentrates power; mitigated by a Lead Independent Director with defined responsibilities and routine executive sessions of independent directors .
Related Party Transactions and Red Flags
| Item | Detail |
|---|---|
| Marketing Services – Meaningful Works (Yan Budman, brother) | $206,000 (2023) and $200,000 (2024) for brand marketing; scope completed by 12/31/2024 |
| Section 16(a) compliance | CFO Form 3 filed late due to administrative error (disclosed) |
| Auditor change | Dismissal of BDO; engagement of Deloitte for 2025; prior material weaknesses remediated as of 12/31/2024 |
| Hedging/pledging prohibition | Insider Trading Policy prohibits hedging and pledging; alignment-positive |
Compensation Committee and Peer Benchmarking
- Compensia engaged as independent compensation consultant; Compensation Committee assessed independence and maintained an executive peer set (peer names not disclosed) .
- Compensation Committee met 11 times in 2024, evaluated CEO performance, and oversees at-risk pay programs and risk management of compensation policies .
Investment Implications
- Alignment: Budman’s 3.1% ownership combined with a strict no‑hedging/no‑pledging policy supports alignment; quarterly RSU vesting introduces recurring potential supply via tax settlements—monitor Form 4s around vest dates and post‑earnings bonus RSU grants .
- Incentive design momentum: 2025 raises CEO target bonus to 75% and shifts payout to all cash, increasing near‑term at‑risk compensation tied to revenue, adjusted FCF, and ARR—positive for execution accountability but reduces equity-based retention versus 2024’s RSU bonus .
- Change-in-control economics: 18 months salary, prorated bonus, 18 months COBRA, and full acceleration of time‑based equity under CIC are standard‑to‑generous; equity acceleration elevates deal‑related payout sensitivity .
- Governance: CEO/Chair dual role persists; reliance on Lead Independent Director and fully independent committees is important for oversight. Meeting cadence and attendance appear robust .
- Related-party exposure: Limited and transparent payments to a firm affiliated with the CEO’s brother; amounts are modest but warrant continued monitoring for future engagements .