Matt Cain
CouchbaseAbout Matt Cain
Matt Cain, age 47, served as Chair, President, and Chief Executive Officer of Couchbase from April 2017 through September 29, 2025, when the company appointed a new CEO and CFO and noted his stepping down from the roles . He holds an MBA from Stanford Graduate School of Business and a BS in Electrical Engineering from Northwestern University . Under his leadership, Couchbase delivered fiscal 2025 revenue of $209.5 million (up from $154.8 million in fiscal 2023) and grew ARR to $237.9 million, while improving loss from operations and non-GAAP operating loss versus fiscal 2024; stockholder outcomes over the last three fiscal years show a TSR path of $63.12 → $106.70 → $75.71 per $100 initial investment, alongside non-GAAP operating losses of $(41.33)M → $(31.31)M → $(14.42)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Couchbase | Chair, President & CEO | 2017–2025 | Led platform, ARR growth, efficiency and AI strategy; served as Board Chair since 2022 |
| Veritas Technologies | President, Worldwide Field Ops; EVP & Chief Product Officer | 2014–2016 | Drove field operations and product leadership in data management |
| Symantec | Senior leadership roles | 2012–2014 | Executed security software initiatives |
| Cisco Systems | Senior leadership roles | 2000–2003; 2005–2012 | Managed networking solutions portfolios across multiple tenures |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $485,000 | $510,000 | $535,000 |
| Target Bonus (% of Salary) | 100% (Executive plan) | 100% (Executive plan) | 100% (Executive plan) |
| Actual Annual Incentive ($) | $582,000 | $586,500 | $508,250 (0.95x target based on ARR $237.9M and non-GAAP op. loss $(14.4)M) |
Notes:
- FY2025 annual incentive metrics: Annualized Recurring Revenue and Non-GAAP Operating Income/Loss; payout determined by a matrix, exact targets not disclosed .
- FY2026 base salary remains $535,000; target bonus continues at 100% of salary .
Performance Compensation
Annual Incentive Structure (FY 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annualized Recurring Revenue (ARR) | Not disclosed | Not disclosed | $237.9M | 0.95x matrix factor | Cash (annual) |
| Non-GAAP Operating Income/Loss | Not disclosed | Not disclosed | $(14.4)M | 0.95x matrix factor | Cash (annual) |
Long-Term Equity: RSUs (Time-based, FY 2025 grants)
| Award | Units | Vesting |
|---|---|---|
| FY2025 RSUs | 203,855 | Quarterly over two years (1/8 per quarter after Mar 15, 2024) |
| FY2026 RSUs (approved Feb 2025) | 74,129 | Quarterly over one year beginning Mar 16, 2026 (1/4 per quarter) |
Long-Term Equity: PSUs (Performance-based, original 1/26/2022 grant; revised 3/2023)
| PSU Program Element | Details |
|---|---|
| Target PSUs (Cain) | 300,000 units |
| Performance Metrics | Rule of 40 (sum of TTM revenue growth + FCF margin) 70% of value; Capella ARR mix metric 30% of value |
| FY2025 Achievement | Rule of 40 = 5 achieved; 23.33% of total PSU value vested → 70,000 units for Cain |
| Vesting Mechanics | Earned PSUs vest on next quarterly vest date after certification (June 17, 2024 for FY2025 achievement) |
| Change-in-Control (CIC) | Unmet PSUs convert to time-based, vesting 1/12 over ~3 years post-CIC |
Equity Ownership & Alignment
| Ownership Metric (as of Mar 28, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 2,126,518 |
| Ownership % of Shares Outstanding | 3.8% |
| Direct Shares Held | 127,119 |
| Options Exercisable within 60 Days | 1,999,399 |
| Anti-hedging/Anti-pledging Policy | Hedging and pledging of company securities prohibited for insiders |
Outstanding awards (as of Jan 31, 2025):
| Award Type | Grant Reference | Unvested/Unearned Units |
|---|---|---|
| RSUs (FY2024 grant) | 2/28/2024 | 127,409 units unvested |
| RSUs (FY2026 grant) | 2/28/2024 | 74,129 units unvested |
| RSUs (FY2023 grants) | 2/28/2023 | 11,699 and 129,988 units unvested |
| PSUs (revised 3/2023) | 1/26/2022 | 230,000 units unearned (70,000 earned) |
Vesting cadence and potential selling pressure:
- Quarterly RSU vesting creates regular vest events; company encourages use of Rule 10b5-1 plans for trading . Insider trading policy prohibits hedging/pledging, which supports alignment and reduces leverage risks .
Employment Terms
| Provision | Outside CIC Termination (Good Reason/No Cause) | CIC Window Termination (Good Reason/No Cause within 30 days before to 12 months after CIC) |
|---|---|---|
| Salary Severance | 12 months of base salary ($535,000 for Cain) | Lump sum equal to 12 months base salary ($535,000) |
| Target Bonus Severance | Not applicable | Lump sum equal to annual target bonus (Cain: $535,000) |
| Health Coverage (COBRA) | Up to 12 months (salary continuation period) | 12 months |
| Equity Vesting | No acceleration disclosed outside CIC | 100% acceleration of time-based equity; performance awards per award terms (PSUs governed by program) |
| Clawback | Mandatory recovery policy adopted Oct 2023, compliant with SEC/Nasdaq | |
| Hedging/Pledging | Prohibited by policy | |
| Tax Gross-ups | None; “best net” approach under 280G (cutback vs full pay) | |
| Restrictive covenants | Separation release may include non-solicit and non-disparagement provisions |
Performance & Track Record
Financial and market outcomes under Cain’s leadership (last three fiscal years):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD Millions) | $154.8 | $180.0 | $209.5 |
| ARR ($USD Millions, period-end) | – | – | $237.9 |
| Loss from Operations ($USD Millions) | – | $(84.5) | $(78.7) |
| Non-GAAP Operating Income (Loss) ($USD Millions) | $(41.33) | $(31.31) | $(14.42) |
| TSR ($ value of $100 initial investment) | $63.12 | $106.70 | $75.71 |
Qualitative achievements:
- Fiscal 2025: Delivered top- and bottom-line outcomes above guidance high-end, highest quarterly free cash flow and net new ARR in company history; Capella reached 16% of ARR and 33% of customer base; drove leverage and efficiency across the business and accelerated platform enhancements .
- Strategy execution in AI-ready platform unifying transactional, analytical, mobile, and AI workloads, enabling developer productivity (vector search, Capella iQ) and positioning for agentic applications .
Governance context:
- Cain served as Board Chair; Lead Independent Director role established for independent oversight . He is not considered independent due to executive status .
Compensation Committee & Peer Benchmarking
- Compensation Committee members: Scott (Chair), Epstein, Efrusy, Antar; independent consultant Compensia engaged, with independence assessed and no conflicts .
- Peer group for FY2025 benchmarking included Alkami, AvePoint, BigCommerce, CS Disco, Domo, Enfusion, Expensify, Fastly, JFrog, Matterport, MeridianLink, Model N, ON24, OneSpan, PagerDuty, Weave, Yext, Zuora .
- Cain’s base salary positioned near the 50th percentile for the peer set .
Compensation Structure Analysis
- Shift toward RSUs: FY2025 grants emphasize time-based RSUs (two-year vesting), with FY2026 RSUs lengthened to 3-year vest for stability and retention; company explicitly de-emphasized options in FY2024 for NEOs . This reduces risk relative to options but can increase guaranteed value in down markets.
- Performance linkage: Annual bonus tied to ARR and non-GAAP operating performance; FY2025 payout at 95% of target reflects measured alignment to operational outcomes . PSUs tied to Rule of 40 (balanced growth and free cash flow) and Capella mix, with 23.33% vesting achieved in FY2025 upon meeting Rule of 40 = 5 .
- Governance protections: Clawback policy in place; no tax gross-ups; anti-hedging/anti-pledging policy; double-trigger CIC vesting with performance awards governed by program terms .
Risk Indicators & Red Flags
- Option-heavy beneficial ownership: Cain’s beneficial ownership is dominated by options exercisable within 60 days versus direct shares, implying substantial sensitivity to option exercise dynamics; however, hedging/pledging is prohibited, mitigating leverage misalignment risks .
- PSU modification history: 2023 revision of PSU goals from stock-price hurdles to operational metrics; while improving attainability and retention, mid-course changes can be viewed as a governance caution; company provides rationale tied to market conditions and alignment with value creation .
- Litigation/Regulatory backdrop: Routine risk disclosures around IP, security, open-source licensing, and evolving AI regulation; no specific executive investigations disclosed .
Investment Implications
- Alignment: Annual and long-term incentives link to ARR growth, operating efficiency, and balanced Rule of 40 outcomes, supporting pay-for-performance alignment; governance features (clawback, anti-hedging/pledging, no gross-ups) are shareholder-friendly .
- Retention vs supply: Quarterly RSU vesting and sizeable unvested RSUs suggest continuing retention hooks but also regular vest flow; the anti-hedging/pledging policy and encouragement of 10b5-1 trading plans reduce risk of opportunistic trading but do not eliminate sell pressure around vest dates .
- CIC economics: Double-trigger acceleration of time-based awards and target bonus payout in CIC elevate transaction-related compensation; performance awards treated per program add discipline; “best net” 280G approach avoids gross-ups .
- Execution track: Revenue growth and improved non-GAAP operating loss during FY2023–FY2025 reflect operational progress; TSR volatility underscores market and growth/efficiency balance; AI-native platform strategy positions Couchbase for agentic workloads and enterprise modernization .