Daniel Widmaier
About Daniel Widmaier
Daniel Widmaier, age 44, is co-founder of Bolt Threads and has served as Chief Executive Officer since August 2009; he currently serves as CEO and Chair of the Board of Bolt Projects Holdings, Inc. following the August 2024 business combination (“Closing”) . He holds a B.S. in Biochemistry from the University of Washington and a Ph.D. in Chemistry and Chemical Biology from the University of California, San Francisco . The Board cites his historical knowledge, operational expertise, leadership, and continuity as qualifications for board service . As CEO and Chair, the Board maintains guidelines for designating a Lead Independent Director to mitigate dual-role concerns when the chair is not independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bolt Threads, Inc. | Chief Executive Officer and Director | Since Aug 2009 | Co-founder leadership; continuity; operational expertise supporting scale-up in sustainable materials |
| Bolt Projects Holdings, Inc. | Chief Executive Officer and Chair of the Board | Since Closing (Aug 2024) | Continuity post-SPAC merger; board leadership integration with management |
External Roles
No external board or committee roles for Mr. Widmaier were disclosed in the proxy or 10-K sections reviewed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $340,000 |
| All Other Compensation ($) | $5,288 (401(k) match) | $11,183 (401(k) match) |
| Total Cash ($) | $345,288 | $351,183 |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSUs (2019 Plan) | 7/2/2024 | 13,197 | $2,801,472 | N/A | N/A | 1/6 vests on each of the 12th–17th monthly anniversaries of Closing, service-based |
| Stock Option (2024 Plan) | 11/25/2024 | 60,000 | $547,324 | $6.80 | 11/25/2034 | Fully vested upon grant |
| Stock Option (2024 Plan) | 11/25/2024 | 50,949 | Included above | $6.80 | 11/25/2034 | 1/12 quarterly from grant date, service-based |
| Legacy Options (various) | 2015–2020 | See Outstanding Awards | N/A | $87.40–$430.00 | 2025–2030 | Monthly tranches per grant-specific schedules |
Notes:
- No annual cash bonus payouts are disclosed for Mr. Widmaier in 2023–2024; the Summary Compensation Table shows salary, equity awards and options, with no annual incentive line items beyond these .
- Equity grant timing and practices are governed by committee oversight; options granted at or above closing price; no timing around MNPI; clawback compliant with SEC/Nasdaq rules effective Aug 13, 2024 .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned (Number) | Ownership (%) |
|---|---|---|
| 2025-07-11 | 103,426 | 4.8% |
| 2025-10-10 | 130,511 | 3.2% |
Breakdown details (as of 2025-07-11):
- Direct shares: 7,448
- Options exercisable within 60 days: 91,936 shares
- RSUs vesting/vested subject to deferred settlement within 60 days: 4,042 shares
Policies and alignment signals:
- Anti-hedging: hedging transactions prohibited; includes prepaid forwards, swaps, collars, exchange funds .
- Clawback: policy to recover erroneously awarded incentive compensation upon restatement; no indemnification; board/committee administration .
- Insider Trading Policy in place; applies to officers/directors/employees and controlled entities .
- No disclosure found regarding pledging policy or any pledged shares by Mr. Widmaier in the reviewed materials .
Employment Terms
- No current employment agreement/offer letter for Mr. Widmaier was in effect during FY 2024; employment arrangements explicitly not in place for Messrs. Widmaier and Breslauer in FY 2024 .
- Change in Control and Severance Policy (expired June 9, 2024): for Mr. Widmaier, 12 months base salary lump sum, up to 12 months healthcare continuation, and 100% accelerated vesting of outstanding equity on qualifying termination within 12 months post-CIC; “best pay cap” applied to avoid 280G excise taxes when net-benefit favorable; contingent on release of claims .
- Director pay: executives (Widmaier, Breslauer) receive no additional director compensation beyond employee pay .
Board Governance
- Role and structure: Widmaier serves as CEO and Chair; Board guidelines allow independent directors to designate a Lead Independent Director with defined responsibilities when the Chair is not independent .
- Classified board: nine directors across Classes I–III; Mr. Widmaier is Class I; nominated for term expiring at 2028 Annual Meeting .
- Committee composition (2024–2025):
- Compensation Committee: Ransley Carpio (member), Jerry Fiddler (chair); both independent .
- Nominating & Corporate Governance: Sami Naffakh, Lorne Lucree, Jeri Finard (chair); all independent .
- Audit Committee meeting frequency disclosed, but member names not in the reviewed excerpts; Board met 4 times in 2024; audit met 3x; compensation 1x; nominating 1x; ≥75% attendance by incumbents .
- Director Compensation Program (non-employee directors): annual cash retainer $40,000; non-executive chair $30,000; committee chair retainers (Audit $15k; Compensation $12k; Nominating $8k); Audit committee member (non-chair) $8k; paid quarterly .
Performance Compensation (Detail)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Equity RSUs (service-based) | N/A | Service tenure | N/A | Grant vests per schedule | 1/6 at 12th–17th months post-Closing |
| Options (fully vested grant) | N/A | N/A | N/A | 100% at grant | Fully vested on grant; exercisable immediately |
| Options (time-based) | N/A | Service tenure | N/A | Per vesting cadence | 1/12 quarterly from grant date |
Notes:
- Documents reviewed did not disclose annual cash bonus metrics/weightings for FY 2024 for Mr. Widmaier .
- Legacy RSUs granted in prior years had liquidity conditions satisfied upon the Business Combination; service-based schedules described in 10-K footnotes .
Outstanding Equity Awards (Selected, FY-end 2024)
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Option | 11/25/2024 | 60,000 | — | 6.80 | 11/25/2034 | — | — |
| Option | 11/25/2024 | — | 50,949 | 6.80 | 11/25/2034 | — | — |
| RSU | 7/2/2024 | — | — | N/A | N/A | 13,197 | $127,222 (FMV $9.64) |
FMV reference: $9.64 per share at 12/31/2024 used for RSU market value .
Equity Plan Capacity (Context)
- As of 12/31/2024: 201,608 securities to be issued upon exercise of outstanding options/rights; weighted-average option exercise price $262.20; 82,839 shares available for future issuance (2019/2024 plans and ESPP) per DEF 14A equity plan table . Note: 10-K shows consolidated plan counts including legacy and pre-merger structures; figures differ due to reporting scope and share counts at that date .
Compensation Committee Analysis
- Independent consultant: Compensia engaged in 2024 for benchmarking, equity/severance trends, and best practices based on peer group; committee evaluated and found no conflicts of interest; consultant provided only compensation-related services .
- Committee responsibilities include CEO pay setting, executive compensation oversight, administering clawback, and human capital oversight; independence under Nasdaq confirmed .
Investment Implications
- Equity-heavy pay mix with sizable November 2024 option grant (60,000 fully vested; 50,949 time-based) at $6.80 strike creates potential exercise/sale overhang when in-the-money; monthly RSU tranches from 12th–17th months post-Closing can drive episodic selling pressure around scheduled vest dates .
- Strong alignment safeguards: anti-hedging policy and clawback reduce adverse incentive risk; lack of disclosed tax gross-ups and perquisites suggests shareholder-friendly posture .
- Governance trade-off: CEO/Chair dual role concentrates authority; Board’s Lead Independent Director mechanism is intended to offset independence concerns; committee independence and regular executive sessions provide oversight .
- Retention risk moderately elevated: prior CIC/severance policy (12-month salary, 100% equity acceleration for CEO) expired June 9, 2024; absence of current severance arrangements may increase mobility risk unless replaced post-merger .
- Ownership: meaningful beneficial stake with a large portion represented by exercisable options and near-term RSUs supports “skin in the game,” but scheduled vests may signal liquidity events; no pledging disclosures identified in reviewed materials .
Director Compensation (for context)
| Cash Retainers | Amount ($) |
|---|---|
| Annual Director Retainer | 40,000 |
| Non-Executive Chairman Add’l | 30,000 |
| Audit Chair | 15,000 |
| Compensation Chair | 12,000 |
| Nominating Chair | 8,000 |
| Audit Member (non-chair) | 8,000 |
Messrs. Widmaier and Breslauer receive no additional compensation for director service beyond employee compensation .
Board Service History and Dual-Role Implications
- Board service: Director since 2009; Class I; nominated for a term through the 2028 Annual Meeting .
- Dual role: CEO + Chair viewed by Board as beneficial for strategic leadership; Governance Guidelines provide for a Lead Independent Director when the chair is not independent to mitigate concentration risks (agenda-setting, liaison duties, executive session leadership) .
- Independence and oversight: Compensation and Nominating committees composed of independent directors; regular executive sessions of independent directors occur at least twice per year .
Employment Terms (Severance/CIC Specifics)
- CIC/severance (expired): CEO eligible pre-expiry for 12 months salary lump sum, 12 months COBRA subsidy, and 100% equity acceleration upon qualifying termination within 12 months post-CIC; “best pay cap” applied to mitigate 280G excise taxes; required release .
- Current status: Severance Policy expired June 9, 2024; no updated CEO severance arrangement disclosed in reviewed materials .
Say-on-Pay & Shareholder Feedback
No say-on-pay outcomes or shareholder feedback were disclosed in the reviewed proxy/10-K excerpts; the company held a special meeting format in early and late 2025 unrelated to annual compensation votes .
Expertise & Qualifications
- Education: B.S. Biochemistry (University of Washington); Ph.D. Chemistry and Chemical Biology (UCSF) .
- Qualifications: Co-founder with deep operational knowledge and continuity; Board cites leadership and sector expertise in sustainable materials .
Work History & Career Trajectory
- Co-founder of Bolt Threads; CEO since 2009; transitioned to CEO/Chair at Bolt Projects Holdings at Closing; sustained leadership through SPAC business combination .
Risk Indicators & Red Flags
- Anti-hedging and clawback policies in place mitigate risk factors; no tax gross-ups or executive perquisites disclosed for FY 2024 .
- No disclosures of pledging, related-party transactions, or legal proceedings involving Mr. Widmaier in reviewed materials .
Equity Ownership Detail (as-of 2025-10-10)
| Component | Shares |
|---|---|
| Direct holdings | 20,822 |
| Options exercisable ≤60 days | 98,587 |
| RSUs vesting/vested ≤60 days | 11,102 |
Investment Implications
- Pay mix and vesting cadence imply identifiable windows for insider liquidity (monthly RSU vests; quarterly option vesting), potentially increasing short-term supply around these dates; monitor Form 4 filings for execution patterns and lock-up/blackout timing under the Insider Trading Policy .
- Governance controls (Lead Director, committee independence, clawback) offset dual-role risks; absence of perquisites/gross-ups is positive for pay-for-performance optics .
- The expiration of severance protections post-merger may reduce parachute risk (shareholder-friendly) but could heighten retention risk if market opportunities arise; consider the net effect on CEO negotiating leverage and future contract terms .
- Ownership is material but option-heavy; track dilution and equity plan capacity alongside grant practices to assess alignment and potential overhang .