Tina Cessna
About Tina Cessna
Tina Cessna (age 60) is Senior Vice President, Engineering at Backblaze (BLZE). She has led engineering as SVP since July 2021 (previously VP Engineering from June 2018–June 2021) and holds a B.S.E.E. in Electronic and Computer Engineering from California State Polytechnic University, Pomona . Backblaze is an “emerging growth company” and is exempt from pay‑versus‑performance (including TSR) disclosures, so TSR and CEO pay ratio data are not provided in the proxy . Annual incentive metrics for executives include revenue, adjusted EBITDA (2023), cash balance (2024), and for 2025: revenue, adjusted free cash flow, and ARR, indicating emphasis on growth and cash efficiency .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Backblaze | SVP, Engineering | Jul 2021–Present | Leads engineering for public cloud storage products; compensation metrics now include ARR/FCF alignment (2025 plan) |
| Backblaze | VP, Engineering | Jun 2018–Jun 2021 | Scaled engineering pre/post IPO era |
| Oracle | Senior Director, Software Development | Nov 2017–Jun 2018 | Enterprise software development leadership exposure |
| Salesforce; Cisco; Linksys | Engineering & QA roles | Not disclosed | Large‑scale SaaS/networking product engineering experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in executive bio within the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Notes |
|---|---|---|---|
| 2024 | 409,860 | 10% (named executive officers in 2024 plan) | 2024 bonus metrics: revenue, adjusted EBITDA, cash balance at year‑end |
| 2023 | 396,000 | 10% | 2023 bonus metrics: revenue, adjusted EBITDA |
Performance Compensation
| Plan Year | Metric(s) | Weighting | Target (as % of salary) | Actual/Payout | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| 2025 (design) | Revenue; Adjusted Free Cash Flow; ARR | Not disclosed | 30% (Cessna) | Not yet disclosed | 25% cash / 75% fully vested RSUs | RSUs fully vested at grant (bonus settlement) |
| 2024 | Revenue; Adjusted EBITDA; Year‑end Cash | Not disclosed | 10% (named executive officers) | 82.33% of target (company achievement) | Fully vested RSUs | Full vest at grant (bonus settlement) |
| 2023 | Revenue; Adjusted EBITDA | Not disclosed | 10% | 150% of target (company achievement) | Fully vested RSUs | Full vest at grant (bonus settlement) |
Equity Ownership & Alignment
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Beneficial ownership and breakdown (as of March 14, 2025):
- Total beneficial ownership: 120,112 shares; less than 1% of shares outstanding .
- Components: 66,011 shares of Class A Common Stock held directly; 54,101 options exercisable within 60 days .
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Outstanding and unvested equity (as of December 31, 2024):
- RSUs unvested: 33,876 (grant 3/24/2022; vests quarterly over ~4 years) ; 20,422 (grant 7/27/2023; vests quarterly over ~2 years) ; 37,148 (grant 8/10/2024; vests quarterly over ~2 years) .
- Options: 12/10/2020: 6,150 exercisable at $3.73 (exp. 12/9/2030; monthly over 48 months) ; 6/28/2021: 43,781 exercisable and 6,258 unexercisable at $8.09 (exp. 6/27/2031; monthly over 48 months) .
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Hedging/Pledging: Company policy prohibits hedging and pledging of company securities—reduces misalignment and leverage risk .
| Equity Detail | Quantity | Vesting/Terms | Source |
|---|---|---|---|
| Direct shares | 66,011 | N/A | |
| Options exercisable (within 60 days) | 54,101 | Standard monthly vest; see specific grants | |
| RSUs unvested (3/24/2022) | 33,876 | Quarterly over ~4 years | |
| RSUs unvested (7/27/2023) | 20,422 | Quarterly over ~2 years | |
| RSUs unvested (8/10/2024) | 37,148 | Quarterly over ~2 years | |
| Options (12/10/2020) | 6,150 exercisable | $3.73; exp. 12/9/2030; 48‑month monthly vest | |
| Options (6/28/2021) | 43,781 exerc.; 6,258 unexerc. | $8.09; exp. 6/27/2031; 48‑month monthly vest |
Employment Terms
| Scenario | Cash Severance | Target Bonus Treatment | COBRA Premiums | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Termination without cause / resignation for good reason (outside CIC window) | Lump sum equal to greater of 6 months or 1 month per year of service (cap 18 months) of base salary (Cessna) | Pro‑rated portion of annual target bonus | 6 months for Cessna | None specified outside CIC | Outside window: not within 3 months before or 12 months after CIC |
| Termination without cause / resignation for good reason within CIC window (3 months before to 12 months after CIC) | Greater of 12 months or 1 month per year of service (cap 18 months) of base salary (Cessna) | Pro‑rated target bonus | 12 months for Cessna | 100% acceleration of time‑based; performance‑based at greater of target or actual | Double‑trigger acceleration tied to termination in CIC window |
Additional governance/compensation notes:
- Clawback, non‑compete, non‑solicit terms not specifically disclosed in the proxy excerpts provided .
- EGC status exempts Backblaze from say‑on‑pay and pay‑versus‑performance disclosures .
Compensation Structure Analysis
- Shift in at‑risk pay and metrics:
- Target bonus increased for Cessna from 10% (2023–2024) to 30% in 2025, with metrics expanding to include ARR and adjusted free cash flow (stronger linkage to durable growth and cash discipline) .
- 2024 bonus payout was 82.33% of target (paid in fully vested RSUs), down from 150% in 2023 (also fully vested RSUs), reflecting tighter financial outcomes year‑over‑year .
- Equity mix and vesting:
- Continued reliance on RSUs with shorter 2‑year vesting for 2023 and 2024 grants (quarterly), plus legacy options with 48‑month monthly vest; newer grants emphasize RSUs over options, reducing risk vs. options and providing steadier retention cadence .
| Year | Base ($) | RSU Grant Date(s) | RSU Fair Value ($) | Notes |
|---|---|---|---|---|
| 2024 | 409,860 | 8/10/2024 among others | 353,871 | 2024 bonus paid as fully vested RSUs; company payout 82.33% |
| 2023 | 396,000 | 7/27/2023 among others | 452,788 | 2023 bonus paid as fully vested RSUs; company payout 150% |
Risk Indicators & Red Flags
- Section 16 compliance: Forms 4 for Tina Cessna (and CFO) were filed one business day late on May 22, 2023 to report sales for tax withholding on RSU vesting—administrative lapse, not open‑market sales planning .
- Hedging/pledging: Prohibited by company policy (reduces alignment concerns from leverage/derivatives) .
Say‑on‑Pay & Shareholder Feedback
- As an EGC, Backblaze does not conduct say‑on‑pay votes and is exempt from CEO pay ratio and pay‑versus‑performance disclosures .
Expertise & Qualifications
- Technical leadership across SaaS, networking, and enterprise software (Salesforce, Cisco, Linksys, Oracle) with multi‑year engineering leadership at Backblaze .
- Education: B.S.E.E., California State Polytechnic University, Pomona .
Investment Implications
- Alignment and retention: Cessna’s ownership is modest (<1%) but she holds multiple ongoing RSU grants with quarterly vesting through 2026–2028 and legacy options, creating steady retention hooks; hedging/pledging prohibitions support alignment .
- Incentive design: 2025 bonus framework raises at‑risk target to 30% and ties outcomes to revenue, ARR, and adjusted FCF—metrics that matter for BLZE’s growth efficiency and cash generation trajectory .
- Trading/overhang dynamics: Annual bonuses paid in fully vested RSUs and frequent quarterly RSU vesting increase the cadence of sell‑to‑cover events around vest/earnings dates, a potential source of episodic selling pressure even absent discretionary sales .
- Change‑of‑control: Double‑trigger equity acceleration and 12‑month CIC severance for Cessna reduce personal transaction risk, potentially supporting continuity through strategic alternatives, but may modestly weaken post‑deal retention incentives without supplemental awards .