Dinakar Munagala
About Dinakar Munagala
Dinakar Munagala, 50, is Chief Executive Officer and Director of Blaize Holdings, Inc. (BZAI) since January 2025; he co‑founded Legacy Blaize in January 2010 and served as CEO and director since inception. He previously held a leadership role in Intel’s Graphics Division. He holds a B.S. in Electrical and Computer Engineering from Osmania University and an M.S. in Electrical and Computer Engineering from Purdue University . Blaize became public via a business combination with BurTech Acquisition Corp. on January 13, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blaize Holdings, Inc. | Chief Executive Officer and Director | Jan 2025–present | Leads public company post-SPAC; separated Chair/CEO roles to enhance governance |
| Legacy Blaize | Co‑founder, CEO, Director | Jan 2010–Jan 2025 | Led company from inception to business combination closing in Jan 2025 |
| Intel Corporation (Graphics Division) | Leadership role | Pre‑2010 | Senior operating experience in GPU/graphics segment |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 300,000 | 595,833 |
| Bonus ($) | — | — |
| All Other Compensation ($) | 25 | 24 |
| Annual Base Salary (as of Jan 1, 2024) ($) | — | 600,000 |
Performance Compensation
- Structure: Time‑based stock options; no PSUs/metric‑based equity disclosed for 2024. Options vest one‑third on the first anniversary of the vesting commencement date, then monthly thereafter, with accelerated vesting upon certain terminations per offer letter .
| Incentive | Grant Date | Shares Granted | Fair Value at Grant ($) | Exercise Price ($) | Vesting Commencement | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|---|
| Stock Options | 10/24/2024 | 7,379,065 | 3,798,428 | 0.92 | 7/1/2024 | 1/3 at 1‑yr; then monthly thereafter, subject to service | 10/23/2034 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 3/15/2017 | 1/1/2017 | 147,000 | — | 1.00 | 3/14/2027 |
| 11/12/2018 | 9/1/2018 | 226,305 | — | 11.40 | 11/11/2028 |
| 9/19/2023 | 9/19/2023 | 2,197,372 | 3,124,027 | 0.44 | 9/18/2033 |
| 10/24/2024 | 7/1/2024 | — | 7,379,065 | 0.92 | 10/23/2034 |
Implications: Large 2023–2024 option grants with a 7/1/2025 first‑anniversary cliff on the 2024 award may create lumpy vesting events and potential selling pressure as shares vest and options become exercisable .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Directly held common shares | 551,422 |
| Options exercisable within 60 days of Oct 6, 2025 | 5,998,991 |
| Total beneficial ownership (shares) | 6,550,413 |
| Ownership as % of shares outstanding | 5.8% (based on 107,866,345 shares) |
| Hedging/pledging policy | Company prohibits short sales, options trading, hedging transactions, margin accounts, and pledging by insiders |
- Stock ownership guidelines: Compensation Committee is authorized to establish and monitor guidelines; specific executive thresholds not disclosed .
Employment Terms
| Trigger | Cash Severance | COBRA | Equity Vesting |
|---|---|---|---|
| Termination without cause or resignation for good reason (non‑CIC) | Lump sum = 3 months base; plus 12 months salary continuation at 75% of base | Up to 12 months | Accelerated vesting of any outstanding and unvested options |
| Termination without cause or resignation for good reason within 1 year after a CIC (double trigger) | Lump sum = 12 months base | Up to 12 months | Accelerated vesting of any outstanding and unvested options |
- Eligible for annual incentive bonuses (target not disclosed) .
- Clawbacks: Compensation Committee empowered to approve/modify clawback policies allowing recoupment of improper compensation .
- Tax gross‑ups: Company states it does not provide tax gross‑ups to executives .
Board Governance and Director Service
- Board service: Director since 2025; current Board is seven members .
- Chair/CEO structure: Roles separated; Lane M. Bess is Chair; Dinakar Munagala is CEO .
- Lead Independent Director: Edward Frank since March 2025 .
- Independence: Board determined all directors except Munagala (CEO) and Bess (Chair) are independent under Nasdaq rules .
- Committees: Audit (Chair George de Urioste; members de Urioste, Cannestra, Frank) and Compensation (Chair Edward Frank; members Frank, Cannestra, de Urioste). Munagala is not listed as a committee member .
- Insider trading controls: Regular blackout periods and pre‑clearance; prohibitions on hedging/pledging .
Director Compensation Context (Non‑employee program)
- Cash retainers: $80,000 annual; non‑executive Chair +$40,000; Audit Chair $24,000; Comp Chair $20,000; Audit member $16,000; Comp member $14,000 .
- Equity: Initial RSU ~$600,000 vesting over 3 years; annual RSU ~$200,000 vesting in 1 year; full vest upon change in control if not continuing as director .
Performance & Track Record
- Co‑founded Legacy Blaize (2010) and led company through public listing via business combination closing Jan 13, 2025 .
- Technical and operating pedigree from Intel Graphics; advanced engineering education .
Risk Indicators & Red Flags
- Alignment: Significant beneficial ownership (5.8%) plus large tranche of near‑term exercisable options aligns incentives but may also create liquidity events/selling pressure as vesting milestones hit .
- Governance mitigants: Separate Chair/CEO, Lead Independent Director, independent majority, hedging/pledging ban .
- Change‑in‑control economics: Double‑trigger equity acceleration; 12 months base severance in CIC termination scenarios .
Investment Implications
- Pay-for-performance alignment is equity-heavy and option-centric: 2024 grant (7.38M options at $0.92) and a large pool of exercisable options suggest strong upside alignment but create potential overhang and periodic selling pressure around vesting cliffs and liquidity windows .
- Retention risk moderated by acceleration terms: Double‑trigger CIC protections and non‑CIC severance with equity acceleration reduce flight risk but may dilute the disciplining effect in downside scenarios .
- Governance posture is improving for a new public issuer: Separation of Chair/CEO, presence of a Lead Independent Director, independent majority, and trading/hedging prohibitions are positives for minority shareholders .
- Data gaps: No disclosed bonus metrics, PSUs, or explicit executive ownership guidelines; monitoring future proxies for the introduction of performance‑based equity and formal ownership targets will be important for assessing evolving alignment .