Form 4: Backblaze Director Jocelyn Carter-Miller Receives Significant RSU Grant as Part of Compensation

Backblaze, Inc. director Jocelyn Carter-Miller was granted 25,210 restricted stock units (RSUs) on May 27, 2025, as part of the company's Director Compensation Policy, increasing her direct beneficial ownership to 103,556 shares.

Summary

• Jocelyn Carter-Miller, a Director of Backblaze, Inc. (BLZE), acquired 25,210 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on May 27, 2025.
• The RSUs were granted at a price of $0, consistent with a compensation grant.
• Following this transaction, Ms. Carter-Miller's direct beneficial ownership of Class A Common Stock increased to 103,556 shares.
• The RSUs represent a contingent right to receive one share of Class A Common Stock for each RSU.
• Vesting of these RSUs is service-based, occurring on the earlier of the Issuer's next Annual Meeting of Stockholders or the one-year anniversary of May 27, 2025, contingent on continuous service.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it represents a routine compensation event that aligns director interests with shareholders and incentivizes continued service, without indicating any negative operational or financial news.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Jocelyn Carter-Miller aligns her interests with those of shareholders, as the value of her compensation is tied to the company's stock performance.
• This RSU grant incentivizes the director's continued service to the company through its service-based vesting requirement, promoting stability in corporate governance.

Negatives

• The issuance of new RSUs, upon vesting and conversion to common stock, will result in a minor dilutive effect on existing shareholders, although this is a standard practice for equity compensation.

Future Outlook

The document indicates future vesting of the granted Restricted Stock Units (RSUs) based on continued service, aligning director incentives with long-term company performance. The specific vesting dates are tied to the earlier of the next Annual Meeting of Stockholders or the one-year anniversary of the grant date (May 27, 2025).

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in the technology and cloud storage industry, as well as across publicly traded companies, to attract, retain, and incentivize qualified board members. This method of compensation aligns the director's financial interests with the long-term success and stock performance of the company, which is a standard corporate governance principle.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation by Backblaze, Inc. is a widely adopted practice among publicly traded companies, particularly in the technology sector, including peers like Dropbox (DBX) or Box (BOX), which also utilize equity-based awards to compensate and align their board members.
• The service-based vesting condition, tied to continued tenure or the next annual meeting, is a standard mechanism to ensure ongoing commitment and contribution from board members, consistent with governance best practices observed in companies of similar market capitalization and industry focus.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units (RSUs) to Jocelyn Carter-Miller, a director of Backblaze, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Experience minor dilution upon vesting of RSUs, but benefit from aligned director incentives and retention of experienced board members.
• Employees: No direct impact mentioned, but general corporate governance stability can indirectly benefit all stakeholders.

Next Steps

• The granted Restricted Stock Units (RSUs) are subject to a service-based vesting requirement, which will be satisfied on the earlier of the Issuer's next Annual Meeting of Stockholders or the one-year anniversary of May 27, 2025, provided continuous service by the Reporting Person.

Key Dates

Keywords

Backblaze, BLZE, SEC Form 4, Restricted Stock Units, RSU grant, Director compensation, Insider transaction, Equity compensation, Corporate governance, Stock ownership