William Carey - Interim Chief Financial Officer | Couchbase (BASE) Executive Profile & Compensation

About William R. “Bill” Carey

Interim Chief Financial Officer and Chief Accounting Officer at Couchbase (BASE). Age 56; BA in Accounting from North Carolina State University; CPA (inactive). Joined Couchbase in 2019 as VP, Corporate Controller; became Chief Accounting Officer in April 2023; appointed interim CFO effective February 26, 2025; no compensation changes were made upon his appointment as interim PFO/CFO . Company performance context (FY2025): revenue $209.5M (+16% y/y), ARR $237.9M (+17% y/y), non‑GAAP operating loss improved to $14.4M; TSR since FY2022 reflected $100→$75.71 by FY2025 under SEC’s pay-versus-performance presentation .

Past Roles

Organization	Role	Years	Strategic impact
Couchbase, Inc.	Interim CFO; Principal Financial Officer; also Principal Accounting Officer	Feb 26, 2025–present	Stabilizes finance leadership during CFO transition; signed SOX 302 CFO certification on FY2025 10‑K .
Couchbase, Inc.	Chief Accounting Officer	Apr 2023–present	Leads accounting, controls, disclosure; elevated from Corporate Controller .
Couchbase, Inc.	VP, Corporate Controller	Jul 2019–Apr 2023	Built controllership and reporting processes pre- and post-IPO .
WideOrbit Inc.	VP of Finance	Dec 2015–Apr 2019	Led finance for ad-tech platform; relevant SaaS finance experience .
Deloitte	Audit & Advisory	1990–2003	~13 years Big 4 audit/advisory—foundation in reporting and controls .

Fixed Compensation

Component	FY2025 detail
Base salary	Not disclosed for Carey (not an NEO in FY2025 proxy). No changes made upon appointment as interim PFO/CFO on Feb 26, 2025 .
Target annual bonus %	Not disclosed for Carey. Company’s exec bonus plan exists; Carey’s personal target not disclosed .
Actual annual bonus paid	Not disclosed for Carey (NEO payouts shown; company payout factor was 0.95x) .
Perquisites	None disclosed specific to Carey; company notes no significant perquisites for executives generally .

Performance Compensation

Annual incentive plan (Company program; applies across executives but Carey-specific targets not disclosed)

Metric	Weighting	FY2025 Target	FY2025 Actual	Payout factor	Vesting/payout timing
Annualized Recurring Revenue (ARR)	Not disclosed	Not disclosed	$237.9M	0.95x of target for total plan (combined with non‑GAAP op income/loss)	Cash bonus; paid per plan .
Non‑GAAP Operating Income (Loss)	Not disclosed	Not disclosed	$(14.4)M	0.95x of target for total plan	Cash bonus; paid per plan .

Long‑term incentives (Company program context; Carey’s individual grants not disclosed)

PSU program (approved Jan 2022; revised Mar 2023): performance goals include Rule of 40 (70% weight across three outcomes) and Capella ARR mix (30% weight); PSUs vest upon goal certification through Jan 31, 2028; if CoC before vesting, unearned PSUs convert to time‑based over ~3 years .
FY2024/FY2025 PSU outcome: Rule of 40 “5” achieved; 23.33% of each PSU award became eligible and vested June 17, 2024 for participating executives (NEOs shown) .

Equity Ownership & Alignment

As of March 28, 2025	Shares
Shares owned (direct/indirect)	25,541 .
Options exercisable within 60 days	31,052 .
Total beneficial ownership	56,593 (<1% of shares outstanding) .

Alignment/Policies

Hedging/pledging: Prohibited for employees and directors (short sales, options/derivatives, hedges, pledging, margin) .
Clawback: Mandatory recovery of incentive compensation upon restatement; applies to current/former executive officers (adopted to comply with Rule 10D‑1/Nasdaq) .
10b5‑1: Executives are encouraged to use 10b5‑1 trading plans .

Implications:

Policy set reduces misalignment risks (hedging/pledging prohibited) and supports recourse (clawback) .
Ownership is modest (<1%); options exercisable indicate some near‑term liquidity potential, but no pledging allowed and individual Form 4 activity not summarized here .

Employment Terms

Item	Disclosure
Appointment	Interim principal financial officer/principal accounting officer effective Feb 26, 2025; appointed Feb 21, 2025 .
Compensation change on appointment	None; “no changes to Mr. Carey’s compensation” in connection with interim PFO appointment .
Family/related‑party	No family relationships; no Item 404(a) related‑party transactions involving Carey .
Duties/Certifications	Signed SOX 302 CFO certification on FY2025 10‑K as interim CFO and principal accounting officer .
Severance/CoC	Not disclosed for Carey; change‑in‑control and severance agreements are described for NEOs (Cain, Henry, Chow, Owen) .
Non‑compete/Non‑solicit	Not disclosed for Carey.
Insider trading policy	Prohibits hedging/pledging; establishes trading windows and 10b5‑1 plan encouragement .

Investment Implications

Pay-for-performance context applies at company level (ARR and non‑GAAP operating income/loss drive cash bonuses; Rule of 40 and Capella mix drive PSUs); Carey’s specific targets/payouts are not disclosed, but FY2025 corporate payout factor was 0.95x—indicating tight alignment to operating outcomes .
Interim CFO appointment with no comp change suggests continuity and cost discipline during transition; retention risk is moderate given interim status, but aligned by anti‑hedging/pledging and clawback protections .
Ownership is modest (<1%), limiting outright “skin-in-the-game” leverage; however, exercisable options provide some exposure. With pledging prohibited and 10b5‑1 plans encouraged, insider selling pressure is likely programmatic rather than opportunistic; monitor Form 4s for pattern shifts, especially around vesting dates and any merger‑related events .
Company execution in FY2025 showed double‑digit growth with improving non‑GAAP operating loss and strong ARR; TSR under the SEC framework was $75.71 on a $100 base since FY2022 vs $138.97 for the peer index, underscoring the importance of continued margin improvement and growth to sustain incentive realization and retention .