Edward Frank
About Edward Frank
Edward H. Frank (age 68) is Lead Independent Director at Blaize Holdings, Inc. (BZAI) and has served on the Board since January 2025; he previously served on Legacy Blaize’s board since December 2021 and was appointed Lead Independent Director in March 2025 . He holds BS and MS in Electrical Engineering from Stanford and a Ph.D. in Computer Science from Carnegie Mellon; he is a member of the National Academy of Engineering, IEEE Fellow, and NACD Board Leadership Fellow, and is named on 50+ issued patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloud Parity Inc. | Co-founder & CEO | Founded late 2013; prior to Gradient | Voice-of-the-customer startup leadership |
| Cavium | Director (prior) | Not specified | Prior public company board experience |
| Fusion-IO | Director (prior) | Not specified | Prior public company board experience |
| Marvell | Director (prior) | Not specified | Prior public company board experience |
| Quantenna | Director (prior) | Not specified | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gradient Technologies | Executive Chair | Since Oct 2019 | Cybersecurity (IAM) startup |
| Rocket Lab | Director | Since Sep 2022 | Public company |
| Analog Devices | Director | Since Jun 2014 | Public company; semiconductor |
| SiTime | Director | Since Sep 2019 | Public company; timing semiconductors |
| Advisor/Board Member (various startups) | Advisor/Director | Ongoing | Named inventor on 50+ patents |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Edward Frank is independent under Nasdaq and Exchange Act rules |
| Lead Independent Director | Serving as Lead Independent Director since March 2025 |
| Committee Assignments | Audit Committee member; Compensation Committee Chair |
| Audit Committee Report Signatory | Signed the Audit Committee report with Chair George de Urioste and Anthony Cannestra |
| Executive Sessions | Independent directors meet in executive session regularly |
| Attendance (FY2024) | Board and committees did not meet in FY2024; Board formed Jan 13, 2025 |
| Risk Oversight | Board and committees oversee financial, compensation, and cybersecurity risk; Audit Committee charter includes cybersecurity oversight |
| Nominations | No separate nominating committee; majority of independent directors recommend nominees per Nasdaq Rule 5605-6(e)(1) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $80,000 | Paid quarterly, pro-rated as needed |
| Audit Committee Member Retainer | $16,000 | Non-chair member |
| Compensation Committee Chair Retainer | $20,000 | Chair role |
| Total Expected Annual Cash (Edward Frank) | $116,000 | Sum of above roles |
Performance Compensation
| Equity Award Type | Grant Value | Vesting Schedule | Performance Metrics | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial RSU Award (upon appointment) | ~$600,000 | 1/3 each year over 3 years, time-based | None disclosed; time-based vesting | Vests in full if not joining successor board post-CoC |
| Annual RSU Award (each AGM) | ~$200,000 | Vests in full at earlier of 1 year or next AGM | None disclosed; time-based vesting | Vests in full if not joining successor board post-CoC |
Historical 2024 director equity (Legacy Blaize): Option award grant-date fair value $318,472; options outstanding at FY-end: 909,535 (pre-Business Combination terms; later adjusted) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Analog Devices | Semiconductors | Director since Jun 2014 | Potential supplier/customer adjacency to Blaize’s AI hardware; no related-party transactions disclosed |
| SiTime | Semiconductors (timing) | Director since Sep 2019 | Potential ecosystem adjacency; no related-party transactions disclosed |
| Rocket Lab | Space/Launch | Director since Sep 2022 | Limited direct overlap with Blaize disclosed |
| Gradient Technologies | Cybersecurity (IAM) | Executive Chair since Oct 2019 | No transactions with Blaize disclosed; related-party transactions require Audit Committee approval >$120k |
Expertise & Qualifications
- Deep technical background in hardware/software; 50+ issued patents .
- National Academy of Engineering member; IEEE Fellow; NACD Board Leadership Fellow—strong governance credential .
- Longstanding public company board experience across semiconductors and technology (ADI, SiTime, Rocket Lab; prior Cavium, Fusion-IO, Marvell, Quantenna) .
Equity Ownership
| Holder | Form of Ownership | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|---|
| Edward Frank | Options exercisable within 60 days (beneficial for reporting) | 563,139 | <1% | As of Oct 6, 2025 |
| Hedging/Pledging | Policy status | Prohibited | — | Company insider trading policy prohibits hedging and pledging |
Governance Assessment
- Board effectiveness: Edward Frank anchors independent oversight as Lead Independent Director and Compensation Committee Chair; co-signs Audit Committee report, signaling engagement across financial and pay oversight .
- Independence & engagement: Affirmed independent; independent directors meet in executive session; nominations handled by majority of independents, consistent with Nasdaq allowances .
- Pay structure & alignment: Director compensation program balances cash retainers ($80k base; $16k Audit member; $20k Comp Chair) with time-based RSUs ($600k initial; $200k annual), aligning directors with shareholder outcomes while avoiding options and performance pay complexity; clawback authority resides with Compensation Committee .
- Ownership & policies: Beneficial ownership via exercisable options (<1%); policy bars hedging/pledging, improving alignment optics .
- Related-party & conflicts: Company maintains formal Related Person Transaction Policy with Audit Committee review for transactions >$120k; no related-party transactions disclosed involving Edward Frank. Monitor ecosystem interlocks (ADI, SiTime) for potential supplier/customer ties, though none are disclosed in the proxy .
RED FLAGS to Monitor
- Interlocks: Concurrent directorships at semiconductor firms (ADI, SiTime) could create perceived conflicts if commercial ties emerge; none disclosed, but monitor disclosures and future related-party transactions .
- Pay scale optics: Large initial RSU grant (~$600k) for a newly public company could draw scrutiny if performance lags; ensure transparency on grant timing and dilution impact .
- Governance structure: Absence of a separate nominating committee shifts candidate selection to independent directors; effective in practice but monitor for robustness of process and disclosure .
Notes on Attendance
- Board and committees did not meet in FY2024 due to board formation on January 13, 2025; subsequent 2025 attendance rates not disclosed in this proxy .