BLACKLINE, INC.
For the period ended May 7, 2026. Filed Mar 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 25, 2026
Contents
Pay Versus Performance
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of Company performance. The material that follows is provided in compliance with these rules, however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.”
The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2021 to 2025, compared to our TSR from December 31, 2020 through the end of each such year, and our net income and revenue for each such year.
| Year · Summary Compensation Table Total for Tucker(1)(2) · Compensation Actually Paid to Tucker(1)(3) · Summary Compensation Table Total for Ryan(1)(2) · Compensation Actually Paid to Ryan(1)(3) · Summary Compensation Table Total for Huffman(1)(2) · Compensation Actually Paid to Huffman(1)(3) · Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) · Average Compensation Actually Paid to Non-PEO Named Executive Officers(5) · Value of Initial Fixed $100 Investment Based On: · Net Income (in millions)(8) · Revenue(in millions)(9) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return(6) · S&P 500 Software & Services Select IndexTotal Shareholder Return(7) | ||||||||||||
| 2025 | $9,588,905 | $9,411,065 | $11,614,676 | $9,511,695 | $— | $— | $4,170,096 | $2,758,608 | $41 | $123 | $25 | $700 |
| 2024 | $10,413,629 | $7,677,682 | $10,427,429 | $8,059,143 | $— | $— | $6,345,152 | $5,137,986 | $46 | $124 | $161 | $653 |
| 2023 | $8,527,312 | $6,738,346 | $6,841,068 | $5,553,701 | $702,699 | $(17,755,110) | $3,430,050 | $1,895,498 | $47 | $99 | $53 | $590 |
| 2022 | $— | $— | $— | $— | $21,871,907 | $14,430,973 | $5,676,538 | $1,071,621 | $50 | $71 | $(29) | $523 |
| 2021 | $— | $— | $— | $— | $6,046,686 | $(706,678) | $3,169,239 | $(2,564,663) | $78 | $108 | $(115) | $426 |
(1)Our PEO for 2021 and 2022 was Mr. Huffman, who succeeded Ms. Tucker as our Chief Executive Officer as of January 1, 2021. Mr. Huffman resigned as CEO on March 6, 2023. Ms. Tucker and Mr. Ryan were appointed as Co-CEOs effective March 6, 2023. Our PEOs for 2024 and 2025 were Ms. Tucker and Mr. Ryan. Ms. Tucker transitioned from her role as Co-CEO effective October 1, 2025, and Mr. Ryan continued as sole CEO and Chairman of our Board.
(2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.
(3)Represents the compensation actually paid to each PEO. Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year. This dollar amount is derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules, as shown in the table below.
| Therese Tucker | Owen Ryan | |
|---|---|---|
| Summary compensation table total | $9,588,905 | $11,614,676 |
| Subtract grant date fair value of option awards and stock awards granted in fiscal year | (8,677,926) | (10,603,067) |
| Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 9,630,156 | 9,630,156 |
| Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | (506,121) | (506,121) |
| Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — | — |
| Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (623,949) | (623,949) |
| Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — |
| Compensation actually paid | $9,411,065 | $9,511,695 |
*There were no unvested options outstanding for PEOs in the past fiscal year and no Black Scholes valuations were conducted.
(4)Represents the average of the total compensation paid to each of our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of our NEOs other than our PEO for each such year are listed in the table below.
| 2025 | 2024 | 2023 | 2022 | 2021 |
| Mark Partin | Mark Partin | Mark Partin | Therese Tucker | Therese Tucker |
| Patrick Villanova | Jimmy Duan | Karole Morgan-Prager | Mark Partin | Mark Partin |
| Karole Morgan-Prager | Karole Morgan-Prager | Mark Woodhams | Karole Morgan-Prager | Peter Hirsch |
| Jeremy Ung | Jeremy Ung | Mark Woodhams | Mark Woodhams | |
| Stuart Van Houten | ||||
|---|---|---|---|---|
(5)This figure is the average compensation actually paid for our NEOs other than our PEO in 2025. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below.
| 2025 | |
|---|---|
| Summary compensation table total | $4,170,096 |
| Subtract grant date fair value of option awards and stock awards granted in fiscal year | (3,486,232) |
| Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 3,651,231 |
| Adjust for change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years | (127,605) |
| Add fair value at vesting of option awards and stock awards granted in fiscal year that vested during fiscal year | — |
| Adjust for change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (218,073) |
| Subtract fair value as of prior fiscal year-end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | (1,230,809) |
| Compensation actually paid | $2,758,608 |
*The assumptions used for determining the fair values of outstanding and unvested option awards shown in this table are different from those used to determine the fair values disclosed as of the grant date of such awards. The assumptions used for determining fair values shown in this table are: 3.62 - 3.71 years for Expected life, 55.94 - 56.58% for Volatility, 4.25% - 4.26% for the Risk-free rate, and 0% for the Expected dividend yield.
(6)TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year.
(7)The peer group used is the S&P Software & Services Select index, as used in the Company’s performance graph in our annual report. TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year.
(8)The dollar amounts reported are the Company’s GAAP net income reflected in the Company’s audited financial statements.
(9)In the Company’s assessment, GAAP revenue is the most important financial performance measure (other than stock price) used by the Company in 2025 to link compensation actually paid to performance.
Tabular List of Performance Measures
The list below includes the financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for 2025, to Company performance.
Performance Measure:
Revenue
Non-GAAP Net Income
Annualized Recurring Revenue (ARR)
Stock Price
Description of Relationships Between Compensation Actually Paid and Performance
The following charts graphically show the relationship over the past five years of the CAP amounts for our CEOs and average CAP amounts for our PEOs compared to our cumulative TSR, S&P 500 Software & Services Select Index TSR, net income, and revenue.
BlackLine, Inc. CAP vs TSR
BlackLine, Inc. CAP vs Net Income
BlackLine, Inc. CAP vs Revenue (in millions)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.