Jocelyn Carter-Miller
About Jocelyn Carter-Miller
Jocelyn Carter-Miller, age 67, is Backblaze’s Lead Independent Director and a Class II director whose current term expires in 2026. She has served on Backblaze’s board since October 2020 and brings over two decades of public company board experience; she holds an MBA in Finance and Marketing from the University of Chicago and a BS in Accounting from the University of Illinois . She was previously EVP and Chief Marketing Officer at Office Depot (2002–2004) and Corporate VP & CMO at Motorola (1999–2002), and she leads several entrepreneurial ventures (TechEdVentures since 2001; SoulTranSync since 2013; Jocelyn Carter-Miller, LLC since 2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | Executive Vice President & Chief Marketing Officer | Feb 2002–Mar 2004 | Senior leadership of marketing; large-scale brand/commercial execution |
| Motorola, Inc. | Corporate Vice President & Chief Marketing Officer | 1999–2002 | Global marketing leadership; technology sector experience |
| TechEdVentures, Inc. | President | Since Aug 2001 | Education-focused company; leadership and governance experience |
| SoulTranSync, LLC | Owner | Since 2013 | Audio synchronization technology and meditation company |
| Jocelyn Carter-Miller, LLC | President | Since 2016 | Management consulting; governance and strategy advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal Financial Group, Inc. | Director | Since Sep 2001 | Long-tenured financial services governance experience |
| Interpublic Group | Director | Since Jul 2007 | Advertising/marketing governance experience |
| Arlo Technologies, Inc. | Director | Since Aug 2018 | Security hardware/software governance experience |
| Netgear, Inc. | Director (prior) | 2009–Aug 2018 | Networking hardware governance experience |
Board Governance
- Board leadership: Backblaze combines CEO and Chair roles (Gleb Budman) and appoints Carter-Miller as Lead Independent Director to chair executive sessions of independent directors and call special meetings, strengthening independent oversight .
- Independence: Board determined Carter-Miller is independent under Nasdaq rules; independent directors hold regularly scheduled executive sessions .
- Committee assignments (as of Mar 31, 2025): Compensation Committee Chair; member of Audit; member of Nominating & Corporate Governance .
- Attendance: 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 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 11 | Oversees exec pay, risk in comp programs |
| Audit | Member | 9 | Oversees financial reporting, cybersecurity, related party transactions |
| Nominating & Corporate Governance | Member | 5 | Oversees director independence, conflicts, succession planning |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Base director cash retainer | $35,000 | Standard non-employee director cash retainer |
| Lead Independent Director retainer | $15,000 | Additional cash for LID role |
| Compensation Committee Chair fee | $12,000 | Chair retainer |
| Audit Committee member fee | $10,000 | Member retainer |
| Nominating & Governance Committee member fee | $4,000 | Member retainer |
| Total cash fees earned | $76,000 | Matches reported 2024 fees for Carter-Miller |
- No meeting fees; cash amounts paid quarterly in arrears .
Performance Compensation
| Item | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual director RSU (2024) | $150,000 | Notional; determined by stock price on grant date | Vests by next annual meeting or first anniversary of grant | Granted at annual meeting; time-based vesting |
| Unvested RSUs outstanding (12/31/2024) | — | 20,604 | As scheduled per grant | Outstanding unvested RSUs for each non-employee director |
| Change-in-control treatment | — | — | Accelerated vest | Director equity awards vest in full upon change in control |
Performance metrics tied to director compensation:
| Metric | Applicability | Notes |
|---|---|---|
| Performance-based (TSR/financial) metrics | None disclosed | Director equity awards are time-based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Principal Financial Group | Financial services | No related party transactions disclosed with BLZE |
| Interpublic Group | Advertising/marketing | No related party transactions disclosed with BLZE |
| Arlo Technologies | Security hardware/software | No related party transactions disclosed with BLZE |
| Netgear (prior) | Networking hardware | Historical role only; no current BLZE transactions disclosed |
- Audit Committee reviews and oversees all related person transactions per policy; no specific related party transactions involving Carter-Miller disclosed .
Expertise & Qualifications
- Financial expertise: Audit Committee member; board determined all Audit Committee members qualify as “audit committee financial experts” and meet Nasdaq financial sophistication .
- Functional expertise: Extensive marketing leadership and governance strategy experience from CMO roles at Office Depot and Motorola .
- Education: MBA (Finance/Marketing), University of Chicago; BS (Accounting), University of Illinois .
- Governance leadership: Lead Independent Director responsibilities include chairing executive sessions and convening independent director meetings .
Equity Ownership
| Ownership Detail (as of 3/14/2025) | Shares | % of Shares Outstanding |
|---|---|---|
| Beneficial ownership (total) | 91,942 | <1% (based on 54,832,967 shares outstanding) |
| Direct Class A shares | 57,742 | — |
| Options exercisable within 60 days | 34,200 | — |
| Unvested RSUs (12/31/2024; not necessarily within 60 days for beneficial count) | 20,604 | — |
| Shares pledged as collateral | 0 | Prohibited by Insider Trading Policy |
| Hedging of company stock | Prohibited | Derivatives/hedging transactions banned by policy |
Governance Assessment
- Strengths: Independent director status and Lead Independent Director role provide counterbalance to combined CEO/Chair structure; chairs Compensation Committee with active cadence (11 meetings) reinforcing pay oversight; participates on Audit and Nominating & Governance, supporting robust risk, financial, and succession oversight; attendance and engagement metrics are strong (no director <75%; full annual meeting attendance) .
- Alignment: Receives standard director cash retainer and time-based RSUs; annual RSU grant of $150,000 and clear change-in-control terms; no hedging or pledging permitted; beneficial ownership is meaningful but <1% given share count .
- Potential watch items: Combined CEO/Chair remains a governance consideration; multiple external board commitments may create time demands, though committee participation/meeting cadence suggests strong engagement at BLZE .
- Conflicts: No related-party transactions disclosed involving Carter-Miller; Audit Committee procedures in place to review any such transactions .