David Breslauer
About David Breslauer
David Breslauer, 42, is co‑founder of Bolt Threads and serves as Chief Technology Officer, Chief Product Officer, and a director of Bolt Projects Holdings (BSLK). He holds a B.S. in Bioengineering from UC San Diego and a Ph.D. in Bioengineering from UC Berkeley/UCSF, and has served on Bolt’s board since August 2009 . Company operating performance in 2025 shows early commercialization traction: Q2 2025 revenue of $1.3 million with positive gross profit , Q3 2025 revenue of ~$0.4 million and gross margin of 16% , and reported Q3 2025 EBITDA of $(7.2) million and adjusted EBITDA of $(2.5) million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bolt Threads (pre‑Business Combination) | Co‑founder; Chief Technology Officer; Director | Since Aug 2009 | Led technology and product development in biomaterials; continuity and domain expertise on the board . |
| Bolt Projects Holdings (post‑Closing) | Chief Technology Officer; Chief Product Officer; Director | Since the Business Combination closing | Drives commercialization of Vegan Silk technology; board continuity post‑listing . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple biotechnology companies | Advisor | Not disclosed | Advises companies focused on creating sustainable products; extends network and industry insight . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2023 | 286,760 | 1,933 | 335,818 |
| 2024 | 290,000 | 10,815 | 3,467,994 |
Notes:
- All other compensation consists of employer matching contributions under Bolt’s 401(k) plan .
- Bolt does not provide perquisites and does not make tax gross‑ups to executives .
Performance Compensation
Stock Awards (RSUs)
| Grant Date | Shares Granted/Outstanding | Grant‑Date Fair Value ($) | Vesting Terms | Liquidity Condition |
|---|---|---|---|---|
| 2024 RSUs (Outstanding at FY‑end) | 13,197 unvested | 2,801,472 (2024 Stock Awards) | One‑sixth vests on each of the 12th–17th monthly anniversaries of Closing, subject to service | Satisfied upon Initial Liquidity Event (Business Combination) |
Option Awards
| Grant Date | Type | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 11/25/2024 | Service‑based | 60,000 | 6.80 | Fully vested upon grant | 11/25/2034 |
| 11/25/2024 | Service‑based | 15,984 | 6.80 | 1/12th quarterly, subject to service | 11/25/2034 |
| Legacy options (various) | Service/performance | 2,802 cumulative exercisable/unexercisable counts across older grants | 87.40–430.00 ranges | Monthly vesting schedules; some performance‑milestone options | 2025–2030 |
Award Modifications and Repricing (Red Flag)
- On August 3, 2025, BSLK repriced executive and director options: 282,527 shares (orig. $6.80) and 70,859 shares (orig. $5.90) reset to $2.42 (closing price prior to repricing). Accounted for as a modification with no incremental fair value .
Performance Metrics Tied to Pay
- Executive RSUs and certain options include service and liquidity/performance‑milestone conditions; the proxy does not disclose revenue/EBITDA/TSR targets or weightings for NEO plans .
Equity Ownership & Alignment
| Metric | Sep 22, 2025 | Oct 10, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 138,096 | 135,029 |
| Ownership (% of SO) | 3.6% | 3.4% |
| Direct Shares | 15,794 | 15,794 |
| Trust (David N. Breslauer Family Trust) | 39,167 | 39,167 |
| Options exercisable within 60 days | 69,683 | 71,015 |
| RSUs vesting/vested subject to deferred settlement within 60 days | 13,452 | 9,053 |
Notes:
- Shares outstanding basis: 3,706,197 (Sep 22, 2025) ; 3,940,170 (Oct 10, 2025) .
- No disclosure of share pledging or hedging by Mr. Breslauer was identified in the cited filings; company policies reference trading and ownership guidelines but do not enumerate pledging terms in the excerpts reviewed .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement (2024) | Bolt was not party to an employment arrangement with Mr. Breslauer during fiscal 2024 . |
| Change‑in‑Control & Severance | Company maintained a Severance Policy that expired on June 9, 2024; Mr. Breslauer participated. Upon qualifying termination within 12 months of a change‑in‑control: 6 months of base salary lump sum; up to 6 months healthcare; accelerated vesting of 100% of outstanding equity awards (performance awards vest on actual or target if undetermined); subject to release; “best pay cap” for 280G excise tax mitigation; no tax gross‑ups . |
| Clawback/Recovery | Compensation committee administers and oversees compliance with the compensation recovery policy . |
Board Governance and Director Compensation
- Board service: Mr. Breslauer is an executive officer and director; he does not receive additional compensation for director service (employee directors are excluded from the director pay program) .
- Committee roles: Current standing committees and membership disclosed; Mr. Breslauer is not listed on the Audit, Compensation, or Nominating & Corporate Governance committees (all independent) .
- Board leadership: CEO Daniel Widmaier serves as Chair; independent directors appointed a Lead Independent Director (Christine Battist) in August 2025 to mitigate dual‑role concerns through agenda control, executive session leadership, and liaison responsibilities .
- Audit Committee Chair change: On Aug 18, 2025, Gail Zauder appointed chair (superseding Christine Battist) .
- Non‑employee director compensation program (context): Annual cash retainer $40,000; chair retainers Audit $15,000, Compensation $12,000, Nominating $8,000; audit committee member retainer $8,000; equity grants include 1,125 RSU initial award (3‑year vest) and 750 RSU annual award (1‑year vest) .
Performance & Track Record
| Metric | Q2 2025 | Q3 2025 | FY 2025 Guidance |
|---|---|---|---|
| Revenue ($ thousands) | 1,302 | ~400 | 4,500 |
| Gross Margin (%) | ~5% | 16% | Gross profit >$1.0M (implied margin uplift) |
| EBITDA ($ thousands) | N/A | (7,156) | N/A |
| Adjusted EBITDA ($ thousands) | N/A | (2,496) | N/A |
Notes:
- Company updated Q3 prelims on Oct 21, 2025 (revenue ~370k; GM ≥15%) and reiterated FY 2025 revenue ~$4.5M; gross profit guidance raised to $1.0M .
- Q3 2025 press release reiterated revenue ~$0.4M, GM 16%, Q4 margin expected >40% .
Compensation Structure Analysis
- 2024 compensation mix shifted heavily to equity: Stock awards $2,801,472 vs $47,125 in 2023; option awards $365,707 vs none in 2023—raising at‑risk pay alignment but also near‑term dilution and potential supply if vesting accelerates .
- Option repricing to $2.42 on Aug 3, 2025 materially reduced exercise prices on insider/board awards, a governance red flag indicating willingness to modify underwater grants and potentially increasing future sellable supply as options move in‑the‑money .
- RSU design emphasizes service and liquidity conditions rather than disclosed financial metrics; the compensation committee oversees recovery policy but no explicit revenue/EBITDA/TSR metrics or weights are disclosed for NEO incentives in 2024 .
Equity Award and Vesting Detail
| Award Type | Specifics |
|---|---|
| 2024 RSUs (13,197 unvested at FY‑end) | One‑sixth vests on each of the 12th–17th monthly anniversaries post‑Closing; liquidity condition satisfied at Business Combination . |
| 11/25/2024 Options | 60,000 fully vested at grant; 15,984 vest 1/12th quarterly; strike $6.80; expire 11/25/2034 . |
| Legacy options | Mix of service‑based and performance‑milestone‑based schedules across 2015–2021 grants; high strikes ($87.40–$430.00) and monthly vesting mechanics . |
Employment & Retention Risk Signals
- No formal employment agreement in 2024 (contractual protections limited to the expired Severance Policy), indicating reliance on equity awards and ongoing role fit for retention .
- Repricing and fully vested 60,000 options (Nov 2024) could add near‑term selling optionality, depending on liquidity and price levels; RSU cadence provides staggered settlement that may moderate supply .
- Clawback oversight exists; no perquisites or tax gross‑ups reported, signaling shareholder‑friendly posture on ancillary pay .
Governance, Voting, and Independence Context
- Board elected Breslauer and other Class I directors at the Aug 29, 2025 Annual Meeting; strong “FOR” votes (~1,003k for Breslauer) suggest investor support .
- CEO/Chair dual‑role retained, with Lead Independent Director installed to enhance oversight and independent director coordination .
- Independent committee membership across Audit, Compensation, and Nominating; committee charters and independence standards disclosed .
Investment Implications
- Alignment: Breslauer’s 3.4% beneficial ownership, including direct, trust, and near‑term exercisable options/settling RSUs, aligns incentives with equity holders and provides continuity in technical leadership .
- Supply risk: The Aug 2025 option repricing and fully vested Nov 2024 options increase potential insider liquidity over time; monitor Form 4 activity and vesting calendars for selling pressure signals .
- Retention: Absence of a current employment agreement and the expiration of the Severance Policy shift retention reliance to ongoing role fit and equity; staggered RSU vesting supports retention but reduces hard severance protections .
- Governance: CEO/Chair dual‑role remains, but a Lead Independent Director and independent committees mitigate independence concerns; Breslauer’s executive‑director dual role is balanced by non‑employee director committee oversight .
- Execution: Revenue ramp and margin improvements demonstrate traction, but EBITDA and adjusted EBITDA remain negative; delivering FY 2025 guidance and margin targets is key to validating pay‑for‑performance and de‑risking equity compensation overhang .
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