Lynn L. Blake
About Lynn L. Blake
Lynn L. Blake, age 58, is Lead Independent Director of Mama’s Creations (MAMA), serving on the Board since 2023 and appointed Lead Independent Director effective May 2024. She is an “audit committee financial expert,” chairs the Audit Committee, and holds a BBA in Accounting & Finance from the University of Wisconsin–Madison and an MBA from the University of Minnesota’s Carlson School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuwellis, Inc. | Chief Financial Officer | Oct 2022 – Sep 2023 | Public markets execution; finance leadership |
| Growth Operators LLC | Managing Director | Jan 2020 – Oct 2022 | Business consulting; performance improvement |
| Tactile Systems Technology, Inc. | Chief Financial Officer | Apr 2016 – Sep 2018 | Medical device finance; transactions |
| Honeywell International | Management development track | Early career | Foundational finance/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iterro, Inc. | Board/Advisory (private) | Current (as of proxy) | Private company board service |
| Elire, Inc. | Board/Advisory (private) | Current (as of proxy) | Private company board service |
| Volunteers of America – MN/WI | Board (non-profit) | Current (as of proxy) | Non-profit governance |
| CFO Leadership Council – Twin Cities | Chapter leadership | Current (as of proxy) | Professional network leadership |
| Other public company boards | None listed | — | Proxy matrix shows 1 for another director, not Blake |
Board Governance
- Independence: Board determined Lynn L. Blake is independent under Nasdaq listing standards and Rule 10A‑3; she is also deemed an “audit committee financial expert.” All independent directors meet heightened independence standards .
- Lead Independent Director: Appointed May 2024; responsibilities include organizing/presiding over executive sessions, liaison with CEO, consulting on agendas/schedules, and other duties as determined by independent directors .
- Attendance: Board met 6 times in FY ended Jan 31, 2025; all directors attended >75% of Board and committee meetings; all directors attended the July 2024 annual meeting (virtual) .
- Committee memberships and activity:
- Audit Committee: Chair (Blake); members Henson, Romig; met 4 times in FY2025; reviewed audited FY2025 financials .
- People & Compensation Committee: Members Henson (Chair), Blake, Romig; met 2 times in FY2025; oversees compensation policy, plans, and clawback administration .
- Nominating & Corporate Governance Committee: Members Janeway (Chair), Henson, Romig, Blake; met 4 times in FY2025; sets director qualifications and nomination process .
Fixed Compensation
| Metric | FY2024 (Year ended 1/31/2024) | FY2025 (Year ended 1/31/2025) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 (partial-year appointment) | $40,000 |
| Stock Awards ($) | $28,333 (8,095 RSUs granted 11/14/2023; 1-year vest) | $40,000 (5,340 RSUs granted 7/3/2024) |
| Total ($) | $28,333 | $80,000 |
- Structure: Non-employee director pay is uniform—a combination of cash retainer and time-vested RSUs based on a target dollar value, reviewed periodically by the People & Compensation Committee .
Performance Compensation
| Equity Award Detail | FY2024 | FY2025 |
|---|---|---|
| RSU Grant Date | Nov 14, 2023 | Jul 3, 2024 |
| RSUs Granted (shares) | 8,095 | 5,340 |
| Grant Date Fair Value ($) | $28,333 | $40,000 |
| Vesting Schedule | 1-year vest after grant date | Quarterly vest on the last date of each of the four subsequent fiscal quarters; first vest 7/31/2024; award eligible to vest in full immediately prior to the Annual Meeting if still serving |
| Unvested RSUs at 1/31/2025 | — | 2,670 |
- No performance metrics are tied to director equity awards; RSUs are time-vested for service continuity rather than pay-for-performance outcomes .
Other Directorships & Interlocks
- Public company boards: Not disclosed for Blake; the Board skills matrix shows 1 public company board for another director, not Blake .
- Private/non-profit boards: Iterro, Elire, Volunteers of America – MN/WI, CFO Leadership Council Twin Cities chapter .
- Interlocks/Conflicts: No related-party transactions identified involving Blake; related-party items disclosed pertain to other directors (e.g., settlement of invalid option grants for D’Agostino, Burns, Janeway, Toto) and operating relationships (leases and notes) with non-director related parties .
Expertise & Qualifications
- Financial leadership: 30+ years with CFO roles at multiple public companies; public markets and transaction execution experience .
- Audit and financial reporting: Audit Committee Chair; SEC-defined audit committee financial expert; oversight of financial statements and auditor independence .
- Governance leadership: Lead Independent Director with authority over executive sessions and Board agenda-setting .
- Skills matrix: Finance and accounting literacy; finance, capital allocation & capital markets; corporate governance (public); relevant food industry experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares (37,599,015) | Notes |
|---|---|---|---|
| Lynn L. Blake | 13,435 | <1% (asterisk in table) | Address: c/o MAMA; includes exercisable options within 60 days if applicable per table rules |
| Unvested RSUs (Director award status at 1/31/2025) | 2,670 | — | From 7/3/2024 grant; quarterly vest |
- Hedging: Directors are prohibited from hedging company stock; broad-based index funds allowed .
- Pledging: Insider trading policy (2024 proxy) restricts pledging and margin transactions, with pre-approval exceptions; no pledging by Blake disclosed .
Governance Assessment
- Board effectiveness: Blake anchors financial oversight as Audit Chair and Lead Independent Director; independence and audit expertise support investor confidence, especially after the audit firm transition (RRBB dismissed; UHY engaged on Oct 21, 2024) .
- Engagement: Attendance exceeded the 75% threshold; committee activity robust (Audit 4x; Comp 2x; N&G 4x in FY2025) .
- Director pay alignment: Uniform cash plus time-vested RSUs provide alignment through share ownership without encouraging short-term risk-taking; FY2025 director RSUs vest quarterly and accelerate immediately before the Annual Meeting if serving, which supports retention but may modestly reduce long-term performance linkage .
- Shareholder feedback: Say-on-pay approvals indicate supportive sentiment—2024 >85% approval; 2025 vote was 25,497,797 For, 472,854 Against, 1,047,492 Abstain, with 4,970,291 broker non-votes .
Risk Indicators and RED FLAGS
- Combined CEO/Chair roles: Company maintains combined roles with a Lead Independent Director structure—acceptable with strong independent oversight; Blake’s Lead Director role mitigates concentration risk .
- Historical equity grant issues: 2018–2019 “Purported Options” exceeding plan availability settled in May 2024 for cash and shares to certain directors (not Blake); highlights prior control weaknesses but not tied to current independent directors’ conduct .
- Auditor change: Audit Committee’s dismissal of RRBB and engagement of UHY in Oct 2024 requires continued oversight of auditor independence and transition quality; Audit Committee reports appropriate pre-approval and independence reviews .
- Section 16 compliance: Company noted two amended Form 4 corrections for the CEO; no delinquency noted for Blake .
Director Compensation Structure Analysis
- Year-over-year mix: Blake’s compensation increased from $28,333 in FY2024 (partial-year service; equity only) to $80,000 in FY2025 (full-year service; $40k cash + $40k RSUs); change reflects tenure normalization rather than pay inflation or structural shift .
- Equity design: Shift to time-vested RSUs for directors with quarterly vesting supports steady alignment; no evidence of option repricing or discretionary bonuses for directors .
Say-on-Pay & Shareholder Feedback
| Meeting | Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 Annual Meeting | Advisory Say-on-Pay | >85% approval (percent of votes cast) | — | — | — |
| 2025 Annual Meeting | Advisory Say-on-Pay | 25,497,797 | 472,854 | 1,047,492 | 4,970,291 |
Overall, Lynn L. Blake’s independence, audit expertise, and leadership as Lead Independent Director strengthen board oversight and investor confidence; no personal conflicts or related-party transactions are disclosed for her. Continued vigilance on auditor transition and legacy equity plan control issues remains appropriate at the board level .