Anthony Cannestra
About Anthony Cannestra
Anthony (“Tony”) Cannestra, 61, is an independent director of Blaize Holdings, Inc. (ticker BZAI) and has served on the Board since January 2025, after previously serving on the board of Legacy Blaize since October 2016 . He was Director of Corporate Ventures at DENSO International America from April 2014 to March 2025 and currently serves on the board of Dellfer, Inc. . Cannestra holds a B.A. in International Economics and an MBA (with a Certificate in Management of Technology), both from UC Berkeley . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DENSO International America, Inc. | Director of Corporate Ventures | Apr 2014 – Mar 2025 | Corporate ventures leadership; automotive tech investing |
| Legacy Blaize (pre-Business Combination) | Director | Oct 2016 – Jan 2025 | Board oversight during private phase |
External Roles
| Organization | Role | Status | Tenure | Notes |
|---|---|---|---|---|
| Dellfer, Inc. | Director | Current | Not disclosed | IoT/automotive cybersecurity startup |
| Canatu (Finland) | Director | Former | Sep 2024 – May 2025 | Public company; materials technology |
| Metawave; Quadric; BOND Mobility; Lambda4 | Director (various) | Former | Not disclosed | Private companies in tech/semis/auto |
Board Governance
- Independence: The Board determined Cannestra is independent; all directors except the CEO (Dinakar Munagala) and Chair (Lane Bess) are independent .
- Committee assignments: Member, Audit Committee and Compensation Committee (not Chair) . Audit Committee membership affirmed; Audit Committee report signed by Cannestra . Compensation Committee membership affirmed .
- Lead Independent Director: Edward H. Frank is Lead Independent Director since March 2025 .
- Executive sessions: Independent directors meet in executive session on a regularly scheduled basis .
- Attendance: The Board did not meet during fiscal year 2024 because it formed upon closing of the Business Combination on January 13, 2025; committee activity commenced in 2025 .
Fixed Compensation
Post-Business Combination Director Compensation Program (effective January 13, 2025):
| Cash Component | Amount (USD) |
|---|---|
| Annual Board retainer | $80,000 |
| Audit Committee member retainer (non-chair) | $16,000 |
| Compensation Committee member retainer (non-chair) | $14,000 |
| Non-Executive Chair additional retainer (not applicable to Cannestra) | $40,000 |
- Cash retainers paid quarterly in arrears, pro-rated for partial service .
Performance Compensation
Time-based equity awards for non-employee directors (no performance metrics disclosed):
| Equity Component | Grant Value (USD) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU Award upon election/appointment | ~$600,000 | 1/3 each anniversary over 3 years, service-based | Vests in full if not continuing on successor board |
| Annual RSU Award (each annual meeting) | ~$200,000 | Vests at earlier of 1 year or next annual meeting, service-based | Vests in full if not continuing on successor board |
Pre-2025 (Legacy Blaize) director equity:
| Item | Value |
|---|---|
| 2024 option award fair value (Cannestra) | $318,472 |
| Options outstanding at 12/31/2024 (Cannestra) | 920,850 |
- Program limits: Awards subject to annual director compensation limits under the Incentive Award Plan .
- Clawback/consultants: Compensation Committee empowered to adopt clawbacks and retain independent consultants; reviews advisor independence/conflicts .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Signal |
|---|---|---|
| DENSO Corporation & DENSO International America | Prior employer; DENSO-affiliated entities beneficially own 8.5% of BZAI | Large shareholder linkage; Cannestra’s prior senior role at DENSO may create perceived alignment; Board independence affirmed |
| Canatu (public company, Finland) | Former director (Sep 2024–May 2025) | No disclosed transactions with BZAI; monitor overlaps in materials/semis ecosystem |
- Related-party transactions: Company maintains a formal audit committee approval policy (> $120,000 threshold) and Audit Committee oversight; proxy includes policy but does not list specific related-party transactions involving Cannestra .
Expertise & Qualifications
- Education: BA in International Economics; MBA with Certificate in Management of Technology (UC Berkeley) .
- Domain experience: Technology, semiconductor, automotive industries; extensive financial experience as an investor and board director .
- Board qualifications: Audit and compensation governance participation; board has financial expert on Audit Committee (de Urioste) .
Equity Ownership
| Holder | Form of Ownership | Shares/Options | % Outstanding | As-of Date |
|---|---|---|---|---|
| Anthony Cannestra | Options exercisable within 60 days | 571,963 | <1% | Oct 6, 2025 |
| Anthony Cannestra | Options outstanding at FY-end | 920,850 | N/A | Dec 31, 2024 |
- Pledging/hedging: Company insider trading policy prohibits hedging, options trading in company equity, margin accounts and pledging; policy applies to directors .
- Stock ownership guidelines: Compensation Committee may establish and monitor guidelines; specific director guideline levels not disclosed .
Governance Assessment
- Strengths: Independent status under Nasdaq; dual committee service on Audit and Compensation enhances governance visibility; independent director executive sessions; presence of Lead Independent Director .
- Alignment: Director equity grants (initial ~$600k; annual ~$200k RSUs) create long-term alignment via time-based vesting; beneficial ownership includes exercisable options, though ownership is <1% .
- Potential RED FLAGS: Prior senior role at DENSO while DENSO-affiliated holders own 8.5% of BZAI—an interlock to monitor for related-party influence; no specific related-party transactions disclosed in the proxy, but Audit Committee oversight and formal policy in place .
- Attendance/engagement: Board formation in 2025 limits historical attendance metrics; Cannestra signed the Audit Committee report (engagement indicator) .
- Compensation governance: Committee empowered for clawbacks and independent advisor oversight—positive signal; director pay structured with moderate cash plus time-vesting RSUs; no performance-based metrics disclosed for directors .
Note: Insider trade details (Form 4) are not included in the proxy; the company reports Section 16(a) compliance for 2024, suggesting timely filings. Consult Forms 4 for transaction-level data .