Terry Blanchard
About Terry Blanchard
Terry Blanchard was appointed Senior Vice President of Engineering at CXAI on March 31, 2025, reporting to Chairman and CEO Khurram Sheikh; he leads global engineering and development of next‑generation AI technologies, spanning software development, AI research, platform architecture, and infrastructure . He brings 30+ years of engineering leadership with prior senior roles at Apple, WhatsApp (Meta), Microsoft, and NVIDIA, with core credentials in software architecture, AI/ML, cloud infrastructure, and user‑centric product development . He joined amid improving company operating metrics in 2024, including NRR rising to 101%, gross margin to 82%, subscription mix to 87%, and a 30% EBITDA improvement with 20% opex reduction; FY revenue was $7.1M (vs. $7.4M in 2023) per the company’s April 2025 earnings materials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apple | Senior engineering leadership | Not disclosed | Developed and deployed state-of-the-art application technologies; scaled user experiences |
| WhatsApp (Meta) | Senior engineering leadership | Not disclosed | Product usability and large-scale platform experience applied to workplace AI |
| Microsoft | Senior engineering leadership | Not disclosed | Software architecture, AI/ML, and cloud infrastructure experience |
| NVIDIA | Senior engineering leadership | Not disclosed | Advanced AI and platform engineering leadership |
External Roles
- None disclosed in CXAI’s 8-K appointment filing or 2025 proxy .
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base salary | Not disclosed in the March 31, 2025 appointment 8-K or 2025 proxy |
| Target annual bonus % | Not disclosed |
| Sign-on/retention bonus | Not disclosed |
| Benefits/perquisites | Executives generally receive benefits similar to all employees (health, life, disability, 401(k) with match); no executive-specific perquisite programs beyond financial planning services per proxy |
Note: CXAI’s program design (company-wide) includes base salary, annual cash incentive, and long-term equity awards; cash compensation is a smaller fixed component with variable pay tied to performance .
Performance Compensation
Annual Cash Incentive (Company framework, 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue (GAAP) | Not disclosed | Not disclosed | Not disclosed | Committee approved payouts of 100% (Q2), 70% (Q3), 40% (Q4) for 2024 annual incentive cycle | Cash bonus; committee discretion retained |
| EBITDA (GAAP) | Not disclosed | Not disclosed | Not disclosed | See above | See above |
| Additional evaluated indicators (bookings, ARR rate, gross margin, NRR, opex, AR collections) | Not applicable (used for evaluation) | Not disclosed | Company cited NRR 101% and GM 82% for 2024 | Used to inform payouts | Committee discretion |
Note: Terry’s individual targets/weightings were not disclosed; table reflects the company’s 2024 annual incentive framework and realized payout decisions .
Long‑Term Incentive (Equity)
| Instrument | Vesting | Notes |
|---|---|---|
| RSUs | Service-based over 2–4 years with a minimum 1‑year cliff | Plan provides RSUs, options, performance units/shares; share reserve increase to 5,676,000 proposed in 2025 |
| Stock Options | Typically service-based; 10‑year term standard | Tax and award mechanics disclosed; options/awards available under the plan |
Note: No individual grant to Terry was disclosed as of the appointment 8‑K or 2025 proxy .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Terry in the 2025 proxy’s beneficial ownership table; table lists directors/NEOs only |
| Ownership as % of SO | Not disclosed for Terry; total shares outstanding were 19,805,784 as of April 17, 2025 |
| Vested vs unvested shares | Not disclosed for Terry |
| Options (exercisable/unexercisable) | Not disclosed for Terry |
| Hedging/Pledging | Company policy prohibits hedging and pledging for all employees, officers, and directors |
| Ownership guidelines | Not disclosed in 2025 proxy |
Employment Terms
| Term | Detail |
|---|---|
| Start date and reporting | Appointed March 31, 2025 as SVP Engineering; reports to CEO |
| Employment agreement (company standard for executive officers) | If terminated without “Just Cause” or resigns for “Good Reason,” company to: (1) pay lump-sum base salary for 6 or 12 months; (2) pay 100% of target bonus within 15 days; (3) accelerate vesting on all outstanding equity by 6 or 12 months; (4) pay accrued vacation; (5) reimburse documented business expenses; (6) pay COBRA premiums for 6 or 12 months; subject to definitions and agreements |
| Change‑in‑control (plan‑level) | If successor refuses to assume/substitute awards, full vesting and lapse of restrictions; performance awards deemed achieved at target; post‑CIC exercise window provided before termination of options |
| Tax gross‑ups | None for parachute or deferred comp; company does not provide 280G/4999/409A gross‑ups |
| Clawback | Not specifically disclosed in proxy text retrieved; code of ethics/insider policy disclosed |
| Non‑compete / non‑solicit | Not disclosed |
Company Performance Context (FY 2023 vs FY 2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD thousands) | 7,366 | 7,142 |
| Subscription revenue mix (%) | 78% | 87% |
| Net revenue retention (NRR) (%) | 73% | 101% |
| Gross margin (%) | 78% | 82% |
| Opex change (YoY) | — | −20% |
| EBITDA change (YoY) | — | +30% |
Compensation Structure Analysis
- Variable pay focus: CXAI’s framework emphasizes variable compensation via annual incentives (revenue and EBITDA) and multi‑year equity (RSUs/options) with 2–4 year service vesting; committees retain discretion, indicating a balanced but flexible “pay for performance” design .
- CIC/Severance economics: Standard executive agreements include 6–12 months salary, 100% target bonus paid within 15 days, 6–12 months equity vesting acceleration, and COBRA 6–12 months; plan‑level acceleration applies on non‑assumption in a CIC, which is closer to single‑trigger treatment at the plan level under that condition .
- Share supply and potential award cadence: 2025 proposal to increase the EIP reserve to 5,676,000 shares suggests capacity to grant equity broadly (including to senior hires like Blanchard), a potential dilution consideration and a retention lever .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives (alignment positive; reduces levered selling pressure risk) .
- No tax gross‑ups on parachute/deferred compensation (shareholder‑friendly feature) .
- Compensation disclosure gap: No public disclosure yet of Blanchard’s base, target bonus, or initial equity grant, limiting visibility on personal pay‑for‑performance alignment and near‑term vesting supply .
Investment Implications
- Alignment and retention: Expect future equity grants tied to the enlarged plan capacity; RSU/option vesting (2–4 years) is a retention mechanism, while plan‑level CIC acceleration on non‑assumption and standard severance benefits (6–12 months salary, 100% target bonus, partial vesting acceleration) create downside protection but modestly raise change‑in‑control cost of turnover .
- Selling pressure watchlist: With hedging and pledging prohibited, near‑term insider selling pressure from leverage is mitigated; monitor subsequent Form 4 filings for initial grant issuance and any sales windows post‑vesting .
- Execution signal: Blanchard’s big‑tech pedigree in AI/ML and cloud engineering aligns with CXAI’s product roadmap; however, compensation levers and grant sizes are undisclosed—investors should track upcoming proxies/8‑Ks for grant size, performance conditions (if any), and quarterly bonus scorecards tied to revenue/EBITDA to gauge pay‑performance alignment .
- Company performance backdrop: 2024 operating metrics improved (NRR 101%, GM 82%, higher subscription mix), while revenue was broadly flat to slightly down; continued progress on ARR, margin expansion, and opex discipline will likely drive incentive funding and long‑term equity realizations for the engineering organization under Blanchard .