Blake Welcher
About Blake Welcher
Blake Welcher, 63, is an independent director of Netlist (NLST) appointed in June 2025. He is a U.S.-licensed Patent Attorney with a JD and Master of Intellectual Property from Franklin Pierce Law Center and a B.S. from California Polytechnic State University, San Luis Obispo; his background spans executive legal leadership, licensing, and corporate governance across technology and education services companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DTS, Inc. | Executive VP, Legal & Licensing; General Counsel; Corporate Secretary | Not disclosed | Oversaw global legal and licensing operations, corporate governance and risk management |
| Revolution Prep LLC | Chief Legal Officer | Not disclosed | Legal leadership (specific impacts not disclosed) |
| PSI Services LLC | Vice President, General Counsel | Not disclosed | Legal leadership (specific impacts not disclosed) |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Curbit | Strategic Board Member | Current (company type not disclosed) | Not disclosed |
Board Governance
- Appointment and independence: The Board expanded to three directors in June 2025 and determined that all current directors other than the CEO, Chun K. Hong, are independent; Welcher is therefore independent .
- Committees: The Audit Committee was reinstated in June 2025; Jun Cho was appointed to the Audit Committee. Other oversight functions (compensation, nominations, succession, governance standards, cybersecurity) are performed by the full Board; additional committee memberships for Welcher are not disclosed .
- Meeting attendance: The Board held no formal meetings during Fiscal 2024 (prior to Welcher’s appointment); actions were by unanimous written consent. The company does not require directors to attend annual meetings; Mr. Hong did not attend the 2024 annual meeting .
- Indemnification: The company has indemnification agreements with each director and executive officer .
- Related-party transaction controls: The Board reviews and approves transactions ≥$120,000 with related persons under a written policy .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 paid in four equal quarterly installments | Applies to Welcher as a non-employee director |
| Expense reimbursement | Reasonable out-of-pocket expenses for board/committee meetings | Standard director policy |
| Committee membership fees | Not disclosed | — |
| Committee chair fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
Performance Compensation
- Director equity grants and metrics: No specific equity grants or performance metrics tied to director compensation are disclosed for Fiscal 2024; the company did not grant stock options or similar awards in Fiscal 2024. Restrictions noted apply primarily to options timing; RSUs and other awards without exercise price are exempt from timing restrictions; no director-specific performance metrics are disclosed .
- 2025 Equity Plan: Directors are eligible for awards; anti-repricing, no discounted options, no dividends before vesting, and annual limits on director compensation apply .
| Plan Feature | Policy/Limit |
|---|---|
| Eligibility | Employees, consultants, and directors eligible under Board discretion |
| Director grants cap | Aggregate grant-date fair value of awards + cash compensation ≤ $750,000 per calendar year; ≤ $1,000,000 in year a non-employee director initially joins the Board |
| Repricing | No repricing of options/SARs without stockholder approval (except corporate reorganizations) |
| Option pricing | Exercise price ≥ FMV on grant date; ISO-specific rules for 10% owners |
| Dividends | No payment of dividends/dividend equivalents before vesting (accrual permitted) |
| Share pool | 2,500,000 shares initially plus annual automatic increases; broad eligibility |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlocks/Conflicts |
|---|---|---|---|
| Curbit | Strategic Board Member | Not disclosed | None disclosed |
| Other current public company boards | None disclosed | — | None disclosed |
Expertise & Qualifications
- U.S.-licensed Patent Attorney; JD and Master of Intellectual Property (Franklin Pierce Law Center) .
- Technology licensing, legal, and governance leadership, including senior roles at DTS, Inc. .
- Undergraduate degree from Cal Poly San Luis Obispo .
- Experience across corporate governance, risk management, and global licensing operations .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Security Type | As-of Date |
|---|---|---|---|---|
| Blake Welcher | 75,000 | * (<1%) | Common stock (outstanding shares) | July 9, 2025 |
| Total shares outstanding | 292,451,926 | — | — | July 9, 2025 |
Notes: “*” indicates less than 1% . No pledging, hedging, or vested/unvested breakdown disclosed for Welcher .
Governance Assessment
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Strengths:
- Independence and fresh perspective: Welcher is independent and joined as part of the Board’s expansion in 2025, a constructive step toward modern governance after a single-director structure and dissolved committees since 2020 .
- Legal/IP and licensing expertise: Deep background in global licensing, corporate governance, and risk management enhances oversight capabilities in Netlist’s IP-centric business .
- Formalization of controls: Written related-party transaction policy and director indemnification agreements are in place .
-
Weaknesses / RED FLAGS:
- Historical governance quality concerns: The Board had one director with dissolved committees from 2020 through mid-2025 and held no formal meetings in Fiscal 2024; the CEO did not attend the 2024 annual meeting. These factors historically reduce board effectiveness and investor confidence, though the 2025 reinstatement of the Audit Committee partially mitigates this .
- Committee clarity: Only the Audit Committee is disclosed (with Jun Cho appointed); no disclosure of Welcher’s committee assignments or chair roles, limiting visibility into his oversight responsibilities .
- Ownership alignment: Welcher’s disclosed beneficial ownership is 75,000 shares (<1%), which indicates some alignment but is relatively modest versus overall shares outstanding; no director ownership guidelines or compliance status disclosed .
-
Conflicts and related-party exposure:
- No related-party transactions involving Welcher are disclosed. The only related-party disclosure involves the CEO’s brother as an executive with compensation details; monitor Board oversight given historical concentration of authority .
-
Director compensation structure:
- Non-employee directors receive a $40,000 cash retainer and expense reimbursement; no performance-based director pay or committee/meeting fees disclosed; equity plan limits apply prospectively via the 2025 plan .
Overall implication: Welcher’s legal/IP governance experience is additive, and his independence is positive. However, the legacy of a single-director board and limited formal governance processes until mid-2025 is a material red flag; continued disclosure of committee roles, board activity, and director equity alignment will be key signals for investor confidence .