Margaret Chow
CouchbaseAbout Margaret Chow
Margaret Chow is Senior Vice President, Chief Legal Officer and Corporate Secretary of Couchbase, serving since March 2020. She is 42, holds a J.D. from Yale Law School, and dual B.A.s in Molecular Cell Biology—Biochemistry & Molecular Biology and Economics from UC Berkeley. Prior roles include Vice President & Deputy General Counsel at Medallia (advised IPO) and Associate General Counsel at UsableNet, with earlier experience as an Associate at Davis Polk & Wardwell . Company performance context during the latest fiscal year includes revenue of $209.5 million (+16% YoY), ARR of $237.9 million (+17% YoY), gross margin 88.1%, and non-GAAP operating loss of $14.4 million; the pay-versus-performance table shows company TSR value of $75.71 for a $100 initial investment over the measurement horizon used by the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medallia, Inc. | Vice President & Deputy General Counsel | Feb 2014–Dec 2019 | Advised company through its IPO; built public-company legal readiness |
| UsableNet, Inc. | Associate General Counsel | Apr 2011–Jan 2014 | Led legal support for accessibility and digital transformation offerings |
| Davis Polk & Wardwell LLP | Associate | Not disclosed | Big Law training and transactional/securities experience |
Fixed Compensation
| Metric | FY 2025 | FY 2026 |
|---|---|---|
| Base Salary ($) | 375,000 | 395,000 |
| Target Bonus (%) | Not disclosed (implied 50% from target amount) | 50% of base salary |
| Target Bonus ($) | 187,500 | — |
| Actual Annual Incentive Paid ($) | 178,125 (95% of target) | — |
Performance Compensation
Annual Cash Bonus Plan (FY 2025)
| Metric | Target | Actual | Weighting | Payout Factor | Notes |
|---|---|---|---|---|---|
| Annualized Recurring Revenue (ARR) | Not disclosed | $237.9M | Not disclosed | 0.95x | Based on matrix evaluating ARR and non-GAAP Op Income/Loss |
| Non-GAAP Operating Income (Loss) | Not disclosed | $(14.4)M | Not disclosed | 0.95x | Combined with ARR to determine payout |
- FY 2025 bonus multiplier was 0.95x of target; Ms. Chow received $178,125 .
RSU Awards (Time-Vesting)
| Grant Date | Shares Granted | Vesting Schedule | Notes |
|---|---|---|---|
| Feb 28, 2024 | 55,597 | 1/8 each quarterly vest date after Mar 15, 2024 | Quarterly vesting dates are 1st trading day on/after Mar 15, Jun 15, Sep 15, Dec 15 |
PSU Awards (Performance-Vesting; granted Jan 26, 2022; program amended Mar 2023)
| Metric | Weighting | Performance Detail | Status for FY 2025 | Shares (Chow) |
|---|---|---|---|---|
| “Rule of 40” (revenue growth + FCF margin) | 70% | Multiple target outcomes within FY23–FY28 window | Compensation Committee certified “5” achieved on May 16, 2024, allowing 23.33% of PSU value to vest | 14,000 eligible/vested in FY 2025; vesting on Jun 17, 2024 |
| Capella ARR mix threshold | 30% | Capella ARR as % of total ARR in any fiscal quarter in performance period | Ongoing eligibility through FY28; not specifically certified in FY 2025 | Part of remaining unearned balance |
- Program design and amendment details, performance window (Feb 1, 2023–Jan 31, 2028), and double-trigger treatment in a change-in-control are disclosed in the proxy .
Change-in-Control Treatment of Equity (Haveli acquisition closed Sept 24, 2025)
| Award Type | Treatment at Effective Time | Follow-on Vesting/Timing | Notes |
|---|---|---|---|
| Time-based RSUs | Vested or vesting RSUs canceled for cash equal to shares × per-share price; unvested RSUs converted to cash awards | Converted RSU cash awards retain same vest terms and any acceleration on qualifying termination | Subject to taxes/withholding |
| PSUs | Vested/vesting PSUs canceled for cash; unvested PSUs converted to cash awards | Converted PSU cash awards vest on Dec 15, 2025, subject to continued service and prior non-attained performance conditions no longer apply; any PSU tranches tied to stock price targets above deal price were canceled | Subject to taxes/withholding |
| Stock Options | In-the-money: cash equal to ITM value; At/OTM: canceled for no consideration | N/A | ESPP terminated in connection with merger |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 157,638 shares (14,640 held directly; 142,998 options exercisable within 60 days of Mar 28, 2025) |
| Ownership as % of Outstanding | Less than 1% (“*” per proxy table) |
| Unvested RSUs (as of Jan 31, 2025) | 34,747 units; market value $616,412 (at $17.74) |
| Unvested PSUs (as of Jan 31, 2025) | 46,000 units unearned |
| Hedging/Pledging | Company policy prohibits hedging and pledging, and margin accounts |
| 10b5-1 Plans | Terminated a Rule 10b5-1 trading arrangement on May 1, 2025 (plan adopted Sept 17, 2024) |
Employment Terms
- Confirmatory employment agreement (2022); FY 2026 base salary $395,000; eligible for target annual cash incentive equal to 50% of base salary for FY 2026 (subject to Executive Incentive Compensation Plan) .
Severance and Change-in-Control Economics (as of Jan 31, 2025)
| Scenario | Salary Severance ($) | Bonus Severance ($) | COBRA ($) | Time-based Equity Acceleration | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (outside CIC window) | 375,000 | — | 17,079 | No | 392,079 |
| Termination without Cause / Resignation for Good Reason in Change-in-Control window (double-trigger) | 375,000 | 187,500 (prorated target bonus) | 17,079 | 100% acceleration of time-based equity; performance-based per award terms | 2,507,136 (includes $1,927,557 acceleration value) |
- Program features: salary continuation and COBRA outside CIC (tenure-based; Ms. Chow threshold implies 12 months); in CIC window: lump-sum salary, COBRA, target bonus (except CEO treatment differs), double-trigger equity acceleration for time-based awards; no golden parachute tax gross-ups (best-net cutback applies) .
Additional Governance and Policy Notes
- Clawback policy adopted to comply with Exchange Act Rule 10D-1 and NASDAQ; mandatory recovery of erroneously awarded incentive-based compensation upon a restatement (last three completed fiscal years) for current/former executive officers; applies to awards on/after Oct 2, 2023 .
- Anti-hedging/anti-pledging policy; also prohibits short sales and derivatives, and margin accounts .
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to ARR and non-GAAP operating income/loss with a disclosed 0.95x payout for FY 2025; equity mix emphasizes RSUs and PSUs (Rule of 40 and Capella mix), indicating focus on growth-plus-efficiency and cloud transition KPIs .
- Retention risk appears managed: FY 2026 RSU vesting lengthened to 3 years; PSU program runs through FY 2028; post-merger conversion of unvested PSUs into cash vesting on Dec 15, 2025 provides near-term retention tether post-transaction .
- Alignment and governance controls are strong: double-trigger CIC equity, no tax gross-ups, robust clawback, and anti-hedging/pledging policies reduce shareholder risk posture .
- Potential trading signal: termination of a 10b5-1 plan on May 1, 2025 occurred prior to public merger announcements, but without implying intent; note only as a dated governance disclosure under Item 408 .
- Contextual performance backdrop: solid ARR and revenue growth with improved non-GAAP operating loss, but TSR level in pay-versus-performance table indicates stock underperformance over the measured horizon—important context for evaluating realized vs. grant-date equity values and future incentive realizability .