Bridgeline Digital, Inc.
For the period ended Sep 30, 2025. Filed Dec 19, 2025.
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FY2025 · Filed Dec 19, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended* September 30, 2025* and* September 30, 2024* for our principal executive officer and our other most highly compensated executive officer. We refer to these officers as our “named executive officers”.
| Name and Principal Position | Fiscal Year End | Salary | Bonus | Stock & Option Awards (1) | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| Roger Kahn - President and Chief Executive Officer | 2025 | $419,896 | $261,245 | $419,626 | $22,302 | $1,123,069 |
| 2024 | $411,333 | $118,774 | $67,280 | $22,304 | $619,691 | |
| Thomas R. Windhausen - Chief Financial Officer, Treasurer, and Secretary | 2025 | $268,542 | $46,594 | $49,198 | $22,302 | $386,636 |
| 2024 | $262,083 | $26,920 | $33,640 | $22,304 | $344,947 |
| (1) | Column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). |
Employment Agreements
Roger Kahn
On* February 3, 2025,the Company entered into an Amended and Restated Employment Agreement between the Company and Roger “Ari” Kahn, its President and Chief Executive Officer, effective January 1, 2025 (the “Amended and Restated Employment Agreement”). The Amended and Restated Employment Agreement supersedes and replaces Mr. Kahn’s Employment Agreement with the Company, dated September 13, 2019,*as amended.
The Amended and Restated Employment Agreement provides for a term of continued employment through* September 30, 2026,with automaticone*-year renewals at the end of each fiscal year unless earlier terminated.
The Amended and Restated Employment Agreement also provides for the following: (i) an increase in Mr. Kahn’s annual salary to*$421,500* (payable in semi-monthly installments); (ii) the opportunity for Mr. Kahn to earn an incentive bonus with a targeted amount of*$215,000,* based on performance criteria determined by the Compensation Committee of the Board of Directors in its sole discretion; and (iii) the Company’s right, butnot its obligation, to issue discretionary equity incentive awards to Mr. Kahn, subject to applicable award agreements, equity incentive plans, and other such applicable terms, restrictions, and provisions.
The Amended and Restated Employment Agreement also provides severance benefits to Mr. Kahn (or in the event of his subsequent death, to his surviving spouse, or ifnone, to his estate) in the event that his employment is terminated by the Company other than for Cause (as defined therein), or if he resigns from the Company for Good Reason (as defined therein). These severance benefits include, among other things:
| ● | Accrued but unpaid compensation. |
| ● | Twelve (12) months of his base salary and his applicable bonus (or eighteen (18) months of his base salary and his applicable bonus if the termination occurs within the period beginning three (3) months before and ending eighteen (18) months after a Change in Control (as defined therein). |
| ● | A pro-rated portion of his annual bonus for the year of termination. |
| ● | Coverage of the Company’s portion of Mr. Kahn’s COBRA health insurance premiums for a period of twelve (12) months (or eighteen (18) months if the termination occurs within three (3) months before or eighteen (18) months after a Change in Control), subject to earlier termination in the event Mr. Kahn obtains new employment that provides health benefits. |
| ● | Unvested equity awards fully vesting and becoming immediately exercisable upon termination. |
| ● | The Amended and Restated Employment Agreement includes standard restrictive covenants and confidentiality obligations. |
Thomas R. Windhausen
Effective* November 30, 2021,Thomas R. Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company. The Company and Mr. Windhausen entered into an employment agreement (the “Employment Agreement”), initially effective from November 30, 2021through September 30, 2022,unless extended by mutual agreement of the parties. The Employment Agreement has subsequently been renewed, most recently for the fiscal year ending September 30, 2025 (the“2025* Renewal Term”).
Under the Employment Agreement, as renewed for fiscal2025, Mr. Windhausen is entitled to receive an updated annual base salary of*$270,000.* In addition, for fiscal2025, Mr. Windhausen is eligible to earn an annual incentive bonus with a target opportunity of*$52,500,* based on performance criteria determined by the Compensation Committee.
The Employment Agreement further provides that Mr. Windhausen is eligible to participate in all other employee benefit plans and programs offered to senior executives of the Company. In the event that Mr. Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits as set forth in the Employment Agreement.
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Outstanding Equity Awards at Fiscal2025 Year-End
The following table sets forth information concerning outstanding stock options for each named executive officer as of* September 30, 2025*.
| Name · Grant Date · Number of Securities Underlying Unexercised Options Exercisable (1) · Number of Securities Underlying Unexercised Options Unexercisable (1) · Exercise Price ($/sh) · Option Expiration Date | ||||||
|---|---|---|---|---|---|---|
| Roger Kahn | 8/24/2015 | (1) | 800 | - | $287.50 | 8/24/2025 |
| 8/19/2016 | (1) | 4,446 | - | $205.00 | 8/19/2026 | |
| 11/20/2019 | (1) | 249,353 | - | $1.40 | 11/20/2029 | |
| 4/14/2022 | (2) | 362,000 | - | $1.85 | 4/13/2032 | |
| 6/30/2023 | (2) | 225,000 | 75,000 | $1.18 | 6/30/2033 | |
| 2/7/2024 | (3) | 50,000 | 50,000 | $0.81 | 2/7/2034 | |
| Total | 891,599 | 125,000 | ||||
| Thomas R. Windhausen | 9/30/2021 | (1) | 30,000 | - | $4.11 | 9/30/2031 |
| 6/30/2023 | (3) | 22,500 | 7,500 | $1.18 | 6/30/2033 | |
| 2/7/2024 | (3) | 25,000 | 25,000 | $0.81 | 2/7/2034 | |
| 9/30/2025 | (3) | - | 50,000 | $1.32 | 9/30/2035 | |
| Total | 77,500 | 82,500 | ||||
| (1) | Shares vest in equal installments upon the anniversary date of the grant over three years. |
| (2) | Shares vest in equal installments on a monthly basis over three years. |
| (3) | Shares vest in equal installments on a quarterly basis over three years. |
| Roger Kahn holds 200,000 shares of restricted stock which was granted in August 2022 and is fully vested. He also holds 198,380 shares of restricted stock, after tax withholdings, which were granted in 2025. The restricted stock vests in quarterly installments over a three year period. As of September 30, 2025, 191,210 shares remained restricted. | |
|---|---|
Director Compensation
The non-employee members of our Board of Directors are compensated as follows:
| ● | Compensation: Each outside director receives an annual retainer of $23,000. |
| ● | Committee Chair Bonus: The Chair of the Board of Directors receives an additional annual fee of $10,000. The Chair of the Audit Committee receives an additional annual fee of $10,000. The Chairs of the Compensation Committee and Nominating and Corporate Governance Committee each receive an additional annual fee of $5,000. |
| ● | Audit Committee: Members of the Audit Committee receive additional annual compensation of $3,000. |
Fees are paid quarterly. Other directors who serve on our standing committees, other than the Audit Committee, donot receive additional compensation for their committee services:
Director Compensation Table
The following table provides information on the total compensation earned by each non-employee director of the Company for the fiscal year ended* September 30, 2025*.
| Director · Fees Earned or Paid in Cash (1) · Stock Awards · Option Awards (2) · Non-Equity Incentive Plan Compensation · All Other Compensation · Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ken Galaznik | $33,000 | $30,401 | $ | - | $ | - | $ | - | $33,000 | ||||||
| Joni Kahn | 41,000 | 30,401 | - | - | - | 41,000 | |||||||||
| Michael Ketslakh | 25,400 | 30,401 | - | - | - | 25,400 | |||||||||
| Brandon Ross | 20,148 | 30,401 | - | - | - | 20,148 | |||||||||
| Scott Landers | 3,008 | - | - | - | - | 3,008 | |||||||||
| Michael Taglich | 2,584 | - | - | - | - | 2,584 | |||||||||
| Total | $125,140 | $121,604 | $ | - | $ | - | $ | - | $125,140 | ||||||
The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended* September 30, 2025*.
| Director · Annual Retainer · Chairman · Additional · Total | |||||
|---|---|---|---|---|---|
| Ken Galaznik | $23,000 | $10,000 | $ | - | $33,000 |
| Joni Kahn | 23,000 | 15,000 | 3,000 | 41,000 | |
| Michael Ketslakh | 20,400 | 3,125 | 1,875 | 25,400 | |
| Brandon Ross | 20,148 | - | - | 20,148 | |
| Scott Landers | 2,232 | 485 | 291 | 3,008 | |
| Michael Taglich | 2,584 | - | - | 2,584 | |
| $91,364 | $28,610 | $5,166 | $125,140 | ||
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