John Doherty
About John Doherty
John Doherty, 59, was appointed Executive Vice President and Chief Financial Officer of Butterfly Network (BFLY), effective December 8, 2025; he holds a degree in economics from Stony Brook University and attended the MBA program at Baruch College as well as Wharton’s Executive Education program in Finance and Strategic Planning . His tenure at Butterfly has not yet begun as of his appointment date; company context he inherits includes 2024 net income of approximately ($72.5) million and a pay-versus-performance TSR profile equating to $46.64 value for a $100 investment since 12/31/2021, per the proxy’s pay-versus-performance table (context, not attributable to his tenure) . He previously led major financing, growth, and M&A initiatives: at Magic Leap he secured over $1 billion in financing and led a recapitalization; at InterXion he drove over 60% growth in revenue and EBITDA, led a $320 million equity raise, and played a key role in an $8 billion combination with Digital Realty; at Verizon he spearheaded over $100 billion in strategic transactions and restructurings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaltura, Inc. | Chief Financial Officer | 2024–Dec 5, 2025 | Responsible for all strategic, financial, and corporate development activities . |
| Magic Leap, Inc. | Chief Financial and Operating Officer | 2020–2024 | Secured >$1B financing and led a comprehensive recapitalization to support strategic pivot to enterprise AR . |
| InterXion Holding N.V. | Chief Financial Officer | 2018–2020 | Drove >60% revenue and EBITDA growth; led $320M equity offering; key role in $8B combination with Digital Realty . |
| Verizon Communications Inc. | Various finance roles; SVP Corporate Development and President & CIO of Verizon Ventures | ~1988–2018 | Spearheaded >$100B of strategic transactions and corporate restructurings; established growth segments (IoT, digital media, telematics) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Telecom, Inc. (Guam) | Director | Current | Board service in telecom sector . |
Fixed Compensation
| Component | Amount/Terms | Timing/Conditions |
|---|---|---|
| Base Salary | $530,000 annual base salary . | Effective on Start Date (Dec 8, 2025) . |
| Target Annual Bonus | 70% of base salary; first eligible beginning in 2027 for performance year 2026 . | Requires continued employment through payment date . |
| Sign‑On Bonus | $500,000 taxable payment . | Paid first payroll after Start Date; repayable if resigns without Good Reason or terminated for Cause within 6 months of Start Date . |
| 2025 Performance Bonus (one‑time) | $250,000 . | Payable in Q1 2026 with other exec bonuses; repayable if resigns without Good Reason or terminated for Cause within 6 months of receipt . |
| Attorney Fee Reimbursement | Up to $10,000 for offer/ancillary documents . | Reimbursement basis . |
| Location/Benefits | Home office in Florida; eligible for standard employee benefits and Flexible PTO . | Subject to plan terms . |
Performance Compensation
Long-Term Equity – Time-Based RSUs
| Grant Type | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Initial RSUs | $2,000,000 divided by 10‑Day VWAP . | Effective Date (Dec 8, 2025) . | 1/3 on first anniversary of grant (Dec 8, 2026), remainder pro‑rata annually over next 2 years, subject to continued service . | Approved under 2020 Equity Incentive Plan; grant size determined by 10‑Day VWAP ending day before public announcement . |
Long-Term Equity – Performance Stock Units (PSUs)
| Metric | Target/Threshold | Weighting | Measurement Window | Payout Mechanics | Vesting/Acceleration |
|---|---|---|---|---|---|
| Stock Price Hurdle 1 | $3.00 per share (20 consecutive trading days) . | n/a | Up to 5 years from grant date . | 1/3 of PSUs vest upon achieving hurdle . | In a Change in Control before time‑based vest date, vested portion based on transaction price substituting for 20‑day test; unachieved tranches forfeited . |
| Stock Price Hurdle 2 | $4.50 per share (20 consecutive trading days) . | n/a | Up to 5 years . | Additional 1/3 vests upon achieving hurdle; if $4.50 achieved before $3.00, 2/3 vests and lesser target deemed achieved . | As above . |
| Stock Price Hurdle 3 | $6.00 per share (20 consecutive trading days) . | n/a | Up to 5 years . | Final 1/3 vests upon achieving hurdle . | As above . |
The Initial PSUs are sized at $1,000,000 divided by the same 10‑Day VWAP; all vesting requires continued service through vest dates .
Annual Bonus Structure (from 2026 performance onward)
- Eligible beginning with performance year 2026, paid in 2027; goals and metrics to be set by management; continued employment through payment is required .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Equity Sizing | RSUs at $2.0M/10‑Day VWAP; PSUs at $1.0M/10‑Day VWAP (number of units determined mechanically by VWAP) . |
| Vested vs. Unvested | All initial awards unvested at grant; first RSU vesting on Dec 8, 2026; PSUs vest only upon price hurdles within 5 years . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and NEOs . |
| Insider Trading Controls | Covered persons (including officers) face trading blackouts and pre‑clearance requirements under insider trading policy . |
| Ownership Guidelines | Not disclosed in the 2025 proxy . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At‑will; Offer Letter governs initial terms . |
| Start Date | December 8, 2025 (Effective Date) . |
| Voluntary Termination Timing | If resigning other than for Good Reason, effectiveness is the later of 60 days after notice or the business day after the most recent quarterly earnings announcement . |
| Non‑Compete/Non‑Solicit | Must sign company’s Non‑competition/Non‑solicit, Confidentiality and IP Agreement (terms not detailed in filing) . |
| Indemnification | Standard form indemnification agreement (reference to exhibit filed with Q2 2025 10‑Q) . |
| Severance Plan Eligibility | Eligible under Executive Severance Plan as an Executive Vice President . |
| Severance – Non‑CoC | For EVPs: salary continuation equal to 1.0× base salary; company contribution toward COBRA during severance period; subject to release . |
| Severance – Within 12 mo. of CoC | Lump sum equal to 1.0× (base salary + target bonus); company COBRA contribution during severance period; full vesting of unvested equity awards; subject to release (PSUs may follow award agreement terms) . |
| 280G Treatment | Modified cutback to avoid excise tax if beneficial on net after‑tax basis (also applied to CEO; plan includes similar construct) . |
| Clawback | Dodd‑Frank compliant clawback covering incentive compensation for three years preceding any required restatement . |
| Related Parties | No Item 404(a) related‑party transactions and no family relationships disclosed regarding his appointment . |
Performance & Track Record
- Kaltura CFO: Led strategic, financial, and corporate development activities at a public SaaS company .
- Magic Leap CFO/COO: Secured >$1B financing and led recapitalization to pivot to enterprise AR .
- InterXion CFO: Delivered >60% revenue and EBITDA growth, led $320M equity raise, and helped execute $8B combination with Digital Realty .
- Verizon senior roles: Drove >$100B of strategic transactions and restructurings; advanced growth in IoT, digital media, and telematics .
Compensation Structure Analysis
- Strong equity-at-risk mix: $3.0M initial equity split between time-based RSUs ($2.0M) and performance-based PSUs ($1.0M) with multi-year stock price hurdles tied to sustained trading levels, aligning pay with shareholder value creation .
- Retention design: RSUs with a 1-year cliff (first vest Dec 8, 2026) and two subsequent annual vests, creating near-term retention “glue” while PSUs require durable price performance over up to five years .
- Limited guarantees and clawbacks: One-time sign-on ($500k) and 2025 bonus ($250k) both subject to 6-month clawback if early departure for Cause/no Good Reason; broader company clawback policy applies to incentive compensation .
- No tax gross-ups; CoC protections are market-standard: Modified 280G cutback and standard EVP severance multiples with full equity vesting on CoC-related qualifying termination, enhancing retention through potential strategic transactions .
Vesting Schedules and Potential Insider Selling Pressure
- RSUs: 33% vests on Dec 8, 2026; remaining vests annually over 2 years thereafter, subject to continued service, potentially creating supply around vest dates subject to trading windows and pre-clearance .
- PSUs: Tranche vesting only upon achieving sustained stock price hurdles ($3.00, $4.50, $6.00 for 20 consecutive trading days) within 5 years; vesting events contingent on market performance and service, with CoC mechanics substituting transaction price for the 20-day test .
Governance Policies Relevant to Alignment
- Prohibition on hedging and pledging by directors/NEOs enhances alignment and reduces collateralization risk .
- Insider trading policy imposes blackout windows and pre‑clearance to mitigate perception of opportunistic trading .
- Annual say‑on‑pay conducted; 2025 proxy includes NEO compensation vote (results not provided in proxy) .
Investment Implications
- Alignment: PSU hurdles and five-year window tie significant upside to durable share price performance, aligning CFO incentives with shareholder TSR over the medium term; hedging/pledging prohibitions further support alignment .
- Retention vs. liquidity: A 12-month RSU cliff (first vest Dec 8, 2026) provides retention through 2026; potential incremental supply at vest dates is moderated by blackout/pre-clearance policies .
- Transaction posture: EVP-level CoC severance (including full equity vesting on CoC-related qualifying termination) plus PSUs’ CoC substitution mechanics reduce personal downside in strategic transactions and may support objective evaluation of M&A/financing options .
- Execution track record: Extensive financing, restructuring, and large‑scale M&A history (>$100B at Verizon; >$1B financing at Magic Leap; $8B InterXion transaction) suggests capability to optimize Butterfly’s capital structure and pursue value-creating transactions, a potential positive for catalysts and capital markets execution .
- Governance safeguards: Company-wide clawback and no tax gross‑ups reduce shareholder‑unfriendly features; no related-party issues disclosed for the appointment .