Jerry Fiddler
About Jerry Fiddler
Jerry Fiddler, 73, is an independent Class II director of Bolt Projects Holdings, Inc. (BSLK) and has served on the board since 2023. He is the founder and former CEO/Chairman of Wind River Systems (1989–2008), was Chairman of TerraVia Holdings, Inc. (2004–2017), and is managing member of Zygote Ventures, LLC (since 2009) and a general partner of Jazem Family Partners; he also serves on the boards of Bolt Threads, Inc., Nanomix Corporation (since 2015), and several private/non‑profit boards. He holds a BA in Music and Photography and an MS in Computer Science from the University of Illinois at Urbana‑Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wind River Systems | Founder; CEO and Chairman | 1989–2008 | Led embedded systems and cloud software company |
| TerraVia Holdings, Inc. (formerly Solazyme) | Chairman | 2004–2017 | Board leadership at public bio‑based materials/ingredients company |
| Bolt Threads, Inc. | Director | Current | Oversight at operating subsidiary of BSLK |
External Roles
| Organization | Role | Since | Public/Private |
|---|---|---|---|
| Zygote Ventures, LLC | Managing Member | 2009 | Private; seed/angel VC |
| Jazem Family Partners (JAZEM I Family Partners, LP) | General Partner | Early 2000s | Private; venture partnership |
| Nanomix Corporation | Director | Jan 2015 | Private (biosensor devices) |
| Bolt Threads, Inc. | Director | Current | Private subsidiary board |
Board Governance
- Committee assignments: Chair, Compensation Committee; member count two (Fiddler and Ransley Carpio). He is not listed on the Audit or Nominating & Corporate Governance Committees .
- Independence: The board determined Mr. Fiddler is independent under Nasdaq rules .
- Attendance and engagement: In 2024, each incumbent director attended at least 75% of board and committee meetings; independent director executive sessions occur regularly, no fewer than twice per year .
- Board leadership: CEO serves as Chair; guidelines allow election of a Lead Independent Director if the Chair is not independent (not named in the proxy) .
- Policies: Company prohibits hedging of company securities by insiders and maintains a Dodd‑Frank–compliant clawback policy for executive incentive compensation .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 per year | |
| Committee chair retainers | Audit Chair: $15,000; Compensation Chair: $12,000; Nominating & Governance Chair: $8,000 | |
| Audit Committee member retainer (non‑chair) | $8,000 | |
| 2024 cash fees (Fiddler) | $19,857 |
Performance Compensation
| Award/Metric | Grant date | Quantity/Shares | Vesting | 2024 Fair Value ($) | Source |
|---|---|---|---|---|---|
| Initial RSU Award (director) | 11/25/2024 | 1,125 | 1/3 on each of first three anniversaries of Aug 13, 2024, subject to service | Included in 2024 stock awards value below | |
| Annual RSU Award (director) | 11/25/2024 | 750 | Vests in full on earlier of one year from grant or next annual meeting, subject to service | Included in 2024 stock awards value below | |
| 2024 Stock awards (aggregate – Fiddler) | 2024 | — | — | $12,750 |
| Performance Metrics Used for Director Compensation | Disclosure |
|---|---|
| Financial/ESG/TSR metrics | Not applicable; director equity is time‑based only per program descriptions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Fiddler |
| Prior public company boards | TerraVia Holdings, Inc. (Chairman, 2004–2017) |
| Compensation committee interlocks | None reported |
Expertise & Qualifications
- Founding and operating experience as CEO/Chairman in enterprise software (Wind River Systems), and extensive board leadership across public and private companies .
- Venture investment expertise through Zygote Ventures and Jazem Family Partners .
- Academic credentials: BA (Music/Photography), MS (Computer Science) from University of Illinois at Urbana‑Champaign .
Equity Ownership
| Date (Record) | Total Beneficial Ownership | % of Outstanding | Direct | JAZEM I Family Partners, LP | Zygote Ventures LLC | RSUs (vested/deferred) | Source |
|---|---|---|---|---|---|---|---|
| Jul 11, 2025 | 61,731 | 3.0% | 3,299 | 3,123 | 54,184 | 1,125 | |
| Oct 10, 2025 | 61,731 | 1.6% | 3,299 | 3,123 | 54,184 | 1,125 |
Notes: RSUs shown are vested and subject to deferred settlement within 60 days of the measurement dates cited .
Related‑Party Exposure and Insider Transactions
| Date | Transaction | Instrument/Terms | Amount/Price | Notes |
|---|---|---|---|---|
| Oct 4, 2023 (converted at Business Combination) | Note Purchase Agreement (PIPE bridge) | Mr. Fiddler participated via JAZEM I Family Partners, LP and Zygote Ventures LLC; $500,000 aggregate; Bridge Warrants underlying 34,769 Bolt Threads shares; converted to BSLK at closing | $500,000 | Related‑party financing prior to de‑SPAC; details per proxy |
| Nov 25, 2024 | Securities Purchase Agreement | Purchasers included an entity affiliated with Mr. Fiddler; aggregate 52,938 BSLK shares at $6.80 per share for all purchasers | $6.80 | Individual allocation not disclosed; insider open market–like primary issuance |
Governance controls: Related‑party transactions are reviewed under a board‑adopted policy, with Audit Committee oversight . Company insider trading policy prohibits hedging of company stock .
Governance Assessment
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Strengths
- Independent director with extensive CEO/board experience; serves as Compensation Committee Chair and is not part of management .
- Board independence affirmed; attendance at or above 75% in 2024; independent executive sessions held regularly (≥2 per year) .
- Anti‑hedging policy in place; executive clawback policy adopted per SEC/Nasdaq rules (supports investor alignment) .
- Director compensation structured with modest cash retainers and time‑based RSUs; transparent program and vesting .
-
Watch items / potential conflicts
- Financing participation via affiliated entities (bridge notes/warrants in 2023; 2024 insider share purchase) creates related‑party exposure; ensure robust Audit Committee review/recusals when applicable .
- Company pursued multiple dilutive financing proposals in 2025 (Seneca, Ascent ELOC/preferred, Murchinson notes/warrants), elevating sensitivity to compensation and capital allocation decisions overseen by the board and its committees .
-
Ownership alignment
- Material personal/economic exposure to BSLK via direct and affiliated holdings (61,731 shares); percentage ownership declined from 3.0% (Jul 2025) to 1.6% (Oct 2025) due to higher shares outstanding, but absolute stake unchanged .