George de Urioste
About George de Urioste
George de Urioste is an independent director of Blaize Holdings (BZAI) serving since January 2025. He is age 70, a CPA (inactive), and brings extensive CFO/COO experience in technology, with interim CFO engagements at Mozilla Corporation and previously Marvell Technologies, Inc.; he holds a BS in Accounting (USC) and an MBA in Finance & International Business (UC Berkeley) . The Board has determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert” per Item 407(d)(5) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 4iQ, Inc. | Chief Financial Officer | Apr 2019 – Sep 2020 | Led finance at cybersecurity intelligence company |
| Mozilla Corporation | Interim Chief Financial Officer | Oct 2021 – present (as part of consulting/advisor services) | Senior finance leadership during transition |
| Marvell Technologies, Inc. | Interim Chief Financial Officer (previously) | Dates not disclosed | Senior finance oversight; part of consulting/advisor track |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HeartBeam, Inc. | Director | Sep 2021 – present | Public company directorship |
| Roambee Corporation | Director | Aug 2023 – present | Private company; supply chain/IoT context |
| Various boards (total 10 over career) | Director/Audit Chair roles | Not disclosed | Several audit chair roles and committee service in technology industries |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member .
- Independence: Independent under Nasdaq and Exchange Act rules; independent directors hold regular executive sessions .
- Financial expertise: Designated “audit committee financial expert” .
- Audit leadership: Signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
- Leadership context: Lead Independent Director is Dr. Edward Frank; Board Chair is Lane M. Bess (separate from CEO) .
- Nomination process: No separate nominating committee; director nominations made by a majority of independent directors per Nasdaq Rule 5605-6(e)(1) .
Fixed Compensation
| Component | Amount (USD) | Frequency/Notes |
|---|---|---|
| Annual Director Retainer | $80,000 | Paid quarterly in arrears; pro-rated for partial quarters |
| Audit Committee Chair Retainer | $24,000 | Paid quarterly |
| Compensation Committee Member Retainer (non-chair) | $14,000 | Paid quarterly |
| Meeting Fees | None disclosed | Program specifies retainers; no per-meeting fees disclosed |
| Estimated Annual Cash Total | $118,000 | Sum of retainer + committee roles |
Performance Compensation
| Award Type | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (upon first appointment post-Business Combination) | ~$600,000 | 1/3 per year over 3 years, subject to continued service | Vests in full if director will not join post-CoC successor board |
| Annual RSU (each annual meeting while serving) | ~$200,000 per year | Vests in full on earlier of 1 year from grant or next annual meeting | Same acceleration as above |
- No performance metrics are attached to director equity awards; RSUs are time-based, not tied to TSR, revenue, or EBITDA goals .
- Compensation Committee is empowered to establish clawback policies for employees; no specific director clawback terms disclosed .
Other Directorships & Interlocks
| Company | Relationship to BZAI (customer/supplier/competitor) | Potential Conflict Noted |
|---|---|---|
| HeartBeam, Inc. | Not disclosed | None disclosed in related party section |
| Roambee Corporation | Not disclosed | None disclosed in related party section |
- Related party transaction oversight: The Audit Committee reviews/approves transactions >$120,000 with related persons; no related-party transactions involving de Urioste are disclosed .
Expertise & Qualifications
- Finance/Audit: CPA (inactive); extensive CFO/COO experience; audit chair experience across multiple boards .
- Industry: Technology and cybersecurity exposure via 4iQ and Mozilla; broad technology company board service .
- Governance: Audit Chair at BZAI; Audit Committee financial expert designation .
- Education: BS Accounting (USC); MBA Finance & International Business (UC Berkeley) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| George de Urioste | 0 | 0.0% | As of Oct 6, 2025; unvested RSUs not counted in beneficial ownership |
| Pledging/Hedging | Prohibited by Insider Trading Policy | — | Policy bans short sales, options, hedging, margin/pledging for directors |
Governance Assessment
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Positives:
- Strong audit oversight: Audit Chair, signed Audit Committee report; designated financial expert—supports control rigor and financial reporting quality .
- Independence: Determined independent; Board holds regular executive sessions; separation of Chair and CEO enhances checks and balances .
- Clear director compensation policy: Transparent cash/equity structure; time-based vesting reduces incentives for short-term risk-taking .
- Related-party safeguards: Formal policy with Audit Committee review for related person transactions .
-
Watch items / RED FLAGS:
- Low ownership alignment: 0 shares beneficially owned as of the record date; equity is primarily unvested RSUs—monitor future ownership accumulation and adherence to any stock ownership guidelines if adopted .
- Nomination structure: Absence of a dedicated nominating/governance committee (nominations handled by majority of independents) is atypical and warrants monitoring for process robustness .
-
Shareholder-rights signal (Board-level): Proposal to amend charter to permit removal of directors with or without cause by majority vote—moves governance closer to DGCL §141(k) norms and is generally shareholder-friendly .
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Attendance: Board/committee formation occurred in January 2025; no 2024 meetings; specific 2025 attendance rates not disclosed .
Notes on Compensation Mix and Risk
- Cash vs equity: For directors, annual cash of ~$118k paired with time-based RSUs ($600k initial; $200k annual) balances fixed pay with long-term equity exposure but lacks performance metrics—appropriate for non-executive directors, though alignment is stronger when meaningful personal ownership is present .
- Clawbacks and hedging/pledging: Company has authority to implement clawbacks for improper compensation; insider trading policy prohibits hedging/pledging, reducing misalignment risk .