Douglas G. Bergeron
About Douglas G. Bergeron
Douglas G. Bergeron, age 64, has served as Independent, Non-Executive Chair of Cantaloupe, Inc. since April 2020 and sits on the Compensation and Finance Committees . He is founder and sole shareholder of DGB Investments, led the 2001 acquisition of VeriFone from Hewlett-Packard, and served as VeriFone’s CEO until 2013; he is on the Board of Overseers of the Hoover Institution and a permanent member of the Council on Foreign Relations . Education: Honours B.A. in Computer Science (York University), M.S. in Systems Management (USC), and an Honorary Doctorate of Laws from York University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VeriFone Systems, Inc. | Chief Executive Officer | 2001–2013 | Grew enterprise value >$4B; payments industry leadership |
| Hewlett-Packard (transaction) | Led acquisition of VeriFone from HP | 2001 | Strategic M&A execution |
| DGB Investments, Inc. | Founder & Sole Shareholder | — | Technology investment holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hoover Institution (Stanford) | Board of Overseers | — | Governance/advisory role |
| Council on Foreign Relations | Permanent Member | — | Policy network membership |
| Other public company directorships | — | — | None disclosed |
Board Governance
- Role: Independent, Non-Executive Chair; CEO and Chair roles are separated; independent committee chairs (Audit, Compensation, NCG, Finance) . Independence: Board has determined all nominees are independent other than CEO .
- Committees: Compensation (member), Finance (member) .
- Board/Committee activity: 31 total meetings in FY2025; each member attended at least 75% of meetings of the Board and committees on which they served; directors strongly encouraged to attend the annual meeting, and all attended in 2025 .
- Executive sessions: Independent directors meet regularly; at least twice per year .
- Governance policies: Majority voting with mandatory resignation policy for directors receiving more “against” than “for” votes; proxy access; 20% special meeting threshold; over-boarding limits (independent directors ≤4 other public boards) .
- Anti-hedging/insider trading: Hedging prohibited; updated insider trading policy adopted September 2024 . Clawback policy adopted October 2023 (Section 10D/Nasdaq-compliant) .
- Committee charters (latest amendments): Audit (Nov 4, 2024) ; Compensation (Oct 21, 2024) ; NCG (Oct 31, 2024) ; Finance (Oct 28, 2024) .
Fixed Compensation
| Component | Amount/Policy | FY2025 Bergeron Actual |
|---|---|---|
| Board Chair cash retainer | $35,000 per year | $85,000 fees earned/paid in cash |
| Committee chair retainers | Audit $25,000; Compensation $10,000; NCG $7,500; Finance $10,000 (for chairs only) | Not a committee chair (member of Compensation and Finance) |
| Meeting fees | None; no additional cash for non-chair committee service | N/A |
Notes: Director cash retainer structure does not list a base cash retainer in the program overview; FY2025 reported cash for Bergeron totaled $85,000 .
Performance Compensation
| Equity Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | May 12, 2025 | 19,157 RSUs per director; program states ~$150,000; FY2025 table shows $100,000 fair value for each director | Vests on first anniversary; prorated upon separation by completed calendar quarters | Bergeron reported $100,000 stock award fair value in FY2025 |
| Legacy option grant (director) | May 6, 2020 | 120,000 options outstanding; strike $6.49 | 25% on 1st anniversary; remaining 75% in equal quarterly installments over 3 years; prorated vesting upon separation | Unexercised options outstanding as of June 30, 2025 |
Context for pay-for-performance oversight (NEOs, not directors): The Compensation Committee used FY2025 corporate metrics of Adjusted EBITDA (40%), Revenue (25%), Monthly Recurring Revenue Growth (20%), and Board Discretion (15%) to determine annual bonuses; overall corporate achievement calculated at 71.8% with components shown below .
| Metric | Weight | Percent Achieved | Weighted Contribution |
|---|---|---|---|
| Adjusted EBITDA ($) | 40% | 93.4% | 37.4% |
| Revenue ($) | 25% | 0.00% | 0.00% |
| Monthly Recurring Revenue Growth (%) | 20% | 82.2% | 16.4% |
| Board Discretion (%) | 15% | 120% payout approved | 18.0% |
| Total Corporate Percent Achieved | — | — | 71.8% |
Other Directorships & Interlocks
| Entity | Role/Relation | Potential Conflict Consideration |
|---|---|---|
| Hudson Executive Capital LP | 12.7% CTLP shareholder; Bergeron has an economic interest in a Hudson-affiliated fund that beneficially owns CTLP shares; he has no investment discretion or voting power and disclaims beneficial ownership except to his pecuniary interest | Monitor as a potential related interest given Hudson’s size; Board still determined Bergeron is independent |
No related-party transactions were disclosed for Bergeron; an Optimized Payments advisory relationship was reviewed for director Passilla and determined immaterial under Item 404 (fees $0.2M in FY2025 and FY2024) .
Expertise & Qualifications
- Payments industry expertise and finance background (CEO VeriFone; M&A execution; strategic growth) .
- Board leadership: Non-Executive Chair responsibilities include presiding at Board/executive sessions, coordinating agendas/materials, facilitating communication, and supporting committee chairs per the Chair Charter (amended Aug 6, 2021) .
- Education: York University (Honours B.A.), USC (M.S.), York University Honorary LLD .
- Board skill matrix priorities include Payments, Strategic Planning, M&A, Accounting & Finance; Board annually reviews skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Douglas G. Bergeron | 1,152,559 | 1.6% | Includes shares held in a trust he controls; also notes economic interest in a Hudson-affiliated fund; disclaims beneficial ownership of those fund shares except to pecuniary interest |
| Outstanding equity awards (director) | 120,000 unexercised stock options (strike $6.49); 19,157 RSUs granted May 12, 2025 (time-based) | — | As of June 30, 2025; options vesting per schedule; RSUs vest on first anniversary |
| Ownership guidelines | Directors must own ≥5x annual cash retainer; five-year compliance window; all directors in compliance or grace period as of proxy date | — | Anti-hedging policy prohibits hedging; no specific pledging disclosure in proxy |
Governance Assessment
- Positives: Independent Non-Executive Chair structure; independent committee leadership; majority voting plus mandatory resignation policy; proxy access; anti-hedging and robust clawback policy; clear stock ownership guidelines; strong FY2024 say-on-pay approval (>98%) indicating investor support .
- Engagement and oversight: Regular executive sessions, ≥75% attendance, active risk oversight through committee structure; comprehensive committee charters updated in FY2024 .
- Alignment: Material personal ownership (1.6%), legacy options and annual RSUs help align interests; no meeting fees; equity grants time-based for directors .
- Watch items/RED FLAGS to monitor: Bergeron’s economic interest in a Hudson-affiliated fund that holds 12.7% of CTLP—while he disclaims control, this is a potential perceived conflict given Hudson’s influence . The director compensation program describes ~$150k RSUs, but FY2025 table reports $100k—monitor for consistency and disclosure clarity . No pledging disclosures were identified for Bergeron; continue to verify compliance with anti-hedging and any pledging prohibitions .
Overall, Bergeron’s profile shows strong sector-relevant expertise and independent leadership with meaningful ownership and governance safeguards, balanced by a need to monitor his economic ties to a significant shareholder for potential perceived conflicts .