Lane M. Bess

About Lane M. Bess

Lane M. Bess, 64, serves as Chair of the Board of Blaize Holdings, Inc. (BZAI) since January 2025, after serving on the Legacy Blaize board since January 2022. He is Chief Executive Officer of Deep Instinct (since September 2022) and Principal/Founder of Bess Ventures and Advisory (since March 2015). He previously served as COO of Zscaler and President & CEO of Palo Alto Networks; he holds a BS in Managerial Economics from Carnegie Mellon and an MBA from the University of Dayton .

Past Roles

External Roles

Board Governance

• Role: Chair of the Board; CEO role is separate (Chair: Bess; CEO: Dinakar Munagala), which the Board deems appropriate and reviews periodically .
• Independence: The Board determined a majority of directors are independent; Dinakar Munagala and Lane M. Bess are NOT independent under Nasdaq rules .
• Lead Independent Director: Dr. Edward H. Frank, appointed March 2025 .
• Executive sessions: Independent directors meet in executive session on a regularly scheduled basis .
• Nominating governance: No nominating and corporate governance committee; director nominations are made/recommended by a majority of independent directors per Nasdaq Rule 5605-6(e)(1) .
• Meeting attendance: The Board did not meet in FY 2024 (Board formed at closing on Jan 13, 2025); no 2025 attendance metrics disclosed. No formal policy on Annual Meeting attendance, though directors are encouraged to attend .

Governance policy signals:

• Insider trading policy prohibits hedging, short sales, options trading in company equity, margin accounts, and pledging; includes blackout periods and pre-clearance procedures .
• Related person transaction policy requires Audit Committee review/approval for transactions >$120,000 involving related persons; Audit Committee oversees related party transactions .

Fixed Compensation

Performance Compensation

Compensation structure change:

• Directors were granted stock options in 2024 (Legacy Blaize); post–Business Combination the director program uses RSUs with defined vesting and CoC acceleration, indicating a shift from options to RSUs for non-employee directors .

Other Directorships & Interlocks

• Public company boards for Bess: Not disclosed in proxy (prior boards cited are private companies) .
• Notable shareholder interlocks: Bess Ventures and Advisory LLC beneficially owns ~10.2% of BZAI; Lane M. Bess is managing member/owner of Bess Ventures and Investment Fiduciary of the Destin Huang Irrevocable Trust .

Expertise & Qualifications

• 30+ years as an operational executive in technology; built businesses across Europe, APAC, and Japan .
• Cybersecurity leadership: CEO of Deep Instinct; prior senior roles at Zscaler and Palo Alto Networks .
• Education: BS Managerial Economics (Carnegie Mellon); MBA (University of Dayton) .

Equity Ownership

Stock ownership guidelines:

• Compensation Committee may establish stock ownership guidelines for directors/executives “if and as determined to be necessary or appropriate”; specific multiples or compliance status are not disclosed .

Governance Assessment

• Positives

  • Separated Chair and CEO roles; Lead Independent Director established (Ed Frank), supporting board oversight and independence in practice .
  • Independent Audit and Compensation Committees; Audit Chair designated “financial expert” (de Urioste) .
  • Robust insider trading policy with blackout periods, pre-clearance, and prohibitions on hedging/pledging, improving alignment and reducing risk of shareholder-unfriendly practices .
  • Formal Related Person Transaction Policy with Audit Committee oversight; clear review thresholds and standards .
  • Proposal to amend charter to align director removal provisions with DGCL (allow removal with or without cause by majority vote), enhancing shareholder rights .

• Concerns / RED FLAGS

  • Non-independent Chair with significant beneficial ownership (~10.2%) via Bess Ventures/Trust could centralize influence and present related-party exposure risks; mitigated by formal related-party policy but still a monitoring point .
  • No nominating/governance committee; nominations handled by independent directors per Nasdaq rule—acceptable, but may be viewed as less formalized governance versus peers .
  • Director RSU awards accelerate on change-in-control if the director does not continue on the successor board (single-trigger contingent on board continuation), which can be seen as entrenchment risk or misalignment depending on circumstances .
  • No formal policy on attendance at the annual meeting; Board formation in 2025 means limited disclosed attendance history so far .

• Compensation mix signals

  • Shift from stock options (2024) to RSUs (post–Business Combination) for directors reduces leverage/risk relative to options and provides more predictable equity compensation; initial RSU ~$600k and annual ~$200k, plus cash retainers .

• Related-party transactions

  • None specifically disclosed for Bess; any such transactions would require Audit Committee approval under the Related Person Transaction Policy .

• Independence and engagement

  • Lane M. Bess is categorized as non-independent; he is not on Audit or Compensation Committees, with committee roles reserved to independent directors, which helps maintain independent oversight of financial reporting and pay .