Juergen Hambrecht
About Juergen Hambrecht
Dr. Juergen Hambrecht, 79, is an independent director of Blaize Holdings, Inc. (BZAI) and has served on the Board since January 2025; he previously served on Legacy Blaize’s board since February 2022 . He holds a Ph.D. in Chemistry from the University of Tübingen, Germany, and brings multi-decade leadership experience across chemicals, automotive, and materials sectors, including CEO/Chairman roles at BASF SE and board service at Mercedes‑Benz AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BASF SE | Chief Executive Officer and Chairman | 2014–2020 | Led global chemicals supplier across construction, automotive, health/nutrition; strategic leadership and board governance |
| Mercedes‑Benz AG | Director; member of Presidential Committee | 2008–2021 | Advisory leadership on governance/presidential committee matters at global auto manufacturer |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Nyxoah S.A. | Director | June 2020 | Medical technology company; ongoing public company board experience |
| AYA Gold & Silver | Lead Director | — | Mining sector; lead director responsibilities |
Board Governance
- Independence: The Board determined all directors other than the CEO (Dinakar Munagala) and Chair (Lane M. Bess) are independent; Hambrecht is independent under Nasdaq rules .
- Committee assignments: Current standing committees are Audit and Compensation; Hambrecht is not listed as a member of either committee (Audit: de Urioste—Chair, Cannestra, Frank; Compensation: Frank—Chair, Cannestra, de Urioste) .
- Lead Independent Director: Dr. Edward H. Frank has served as 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 2024 as it was formed at closing of the Business Combination on January 13, 2025; no individual attendance rates disclosed for 2025 in the proxy .
- Director removal/accountability: Proposal to amend bylaws to allow removal of directors with or without cause by majority vote—aligns with DGCL §141(k), enhancing accountability .
Fixed Compensation
Program design effective post‑Business Combination:
| Component | Amount | Eligibility/Notes |
|---|---|---|
| Annual Director Retainer (cash) | $80,000 | Paid quarterly, prorated for partial service |
| Non‑Executive Chair Additional Retainer (cash) | $40,000 | Applicable to Chair only (not Hambrecht) |
| Audit Committee Chair (cash) | $24,000 | Committee chair only |
| Compensation Committee Chair (cash) | $20,000 | Committee chair only |
| Audit Committee Member (cash) | $16,000 | Non‑chair member |
| Compensation Committee Member (cash) | $14,000 | Non‑chair member |
Note: Prior to the Business Combination (2024), Blaize did not maintain a formal non‑employee director cash program; compensation was primarily equity-based for certain directors .
Performance Compensation
Equity awards and vesting constructs:
| Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (post‑closing) | ~$600,000 | 1/3 each year over 3 years | Granted at election/appointment after closing; subject to continued service |
| Annual RSU | ~$200,000 | Vests in full at next annual meeting or 1‑year anniversary, whichever earlier | Granted on each annual meeting date for continuing directors |
| Change‑in‑Control (CIC) | — | Full vest if director does not join successor board | Applies to director equity awards per plan limits |
Director‑specific 2024 equity (pre‑Business Combination):
| Metric | 2024 |
|---|---|
| Option Awards ($) | $318,472 |
| Options Outstanding at FY‑End (#) | 909,535 |
Clawback and governance:
- Compensation Committee authority includes approving/modifying clawback policies to recoup improper compensation .
Other Directorships & Interlocks
| Company | Role | Interlocks/Shared Boards with BZAI Directors |
|---|---|---|
| Nyxoah S.A. | Director | None disclosed with current BZAI directors |
| AYA Gold & Silver | Lead Director | None disclosed with current BZAI directors |
| Mercedes‑Benz AG (prior) | Director/Presidential Committee | Historical; no current interlocks disclosed |
| BASF SE (prior) | CEO/Chairman | Historical; no current interlocks disclosed |
No related‑party transactions involving Hambrecht are disclosed in the proxy; the Audit Committee oversees related‑party transactions under a formal policy (threshold >$120,000, ordinary‑course terms, independence review) .
Expertise & Qualifications
- Chemicals/materials CEO/Chairman experience (BASF SE), automotive board governance (Mercedes‑Benz AG) .
- International industrial leadership across Europe and global markets; Ph.D. in Chemistry from University of Tübingen .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Juergen Hambrecht | 563,139 | <1% | Options exercisable within 60 days of Oct 6, 2025 |
Reference denominators:
- Shares outstanding: 107,866,345 (Record Date Oct 6, 2025) .
Historical (pre‑Business Combination) snapshot:
| Metric | 12/31/2024 |
|---|---|
| Options Outstanding (#) | 909,535 |
Insider trading policy prohibits short sales, options trading in company derivatives, hedging transactions, and margin/pledging—reinforcing alignment and risk control .
Governance Assessment
-
Strengths:
- Independent status; seasoned operator in large‑cap industrials; external public board experience (Nyxoah S.A.; lead director AYA Gold & Silver) .
- Governance infrastructure: independent executive sessions; formal related‑party policy; clawback authority; enhanced director removal flexibility post‑amendment .
- Alignment guardrails: insider trading policy bans hedging/pledging; stockholder‑friendly CIC vesting conditional on board continuity .
-
Watch items:
- Committee engagement: Hambrecht is not currently on Audit or Compensation—limits direct oversight leverage; consider future committee placement for deeper governance impact .
- Compensation mix shift: transition from options (2024) to RSUs (post‑closing) lowers performance leverage vs options; monitor equity grant sizing and vesting to maintain appropriate at‑risk profile .
- Attendance disclosure: No 2025 meeting attendance metrics provided in this proxy (Board formed Jan 2025); track future disclosures for attendance and engagement .
-
RED FLAGS:
- None disclosed regarding related‑party transactions, pledging/hedging, legal proceedings, or Section 16(a) delinquencies in the covered period .
Director Compensation Detail (2024 snapshot; pre‑Business Combination)
| Name | Option Awards ($) | Total ($) |
|---|---|---|
| Juergen Hambrecht | $318,472 | $318,472 |
Insider Filings Status
| Year | Section 16(a) Compliance Noted | Notes |
|---|---|---|
| 2024 | Compliant | Company reports compliance with Section 16(a) filing requirements for Reporting Persons; proxy does not list individual Form 4 transactions |
Potential Conflicts or Related‑Party Exposure
- Policy oversight: Audit Committee must pre‑approve related‑party transactions >$120,000 and ensure terms are no less favorable than third‑party alternatives; no Hambrecht‑related transactions disclosed .
- Industry overlap: Hambrecht’s prior automotive/chemicals roles imply domain networks, but no transactions with BZAI or its investors/suppliers are disclosed in this proxy .
Committee Structure Overview (for context)
| Committee | Chair | Members |
|---|---|---|
| Audit | George de Urioste | Anthony Cannestra; Edward Frank |
| Compensation | Edward Frank | Anthony Cannestra; George de Urioste |
This profile emphasizes independence, industrial expertise, and equity alignment safeguards, while noting limited committee participation and the shift to RSU‑based director equity grants as areas to monitor for governance efficacy and investor confidence .