Bryan Lee
Five9About Bryan Lee
Bryan Lee, 46, is Five9’s Chief Financial Officer and Principal Financial Officer (appointed July 31, 2025) after serving as Interim CFO from April 1, 2025; he has been with Five9 since 2014 in senior finance roles and holds a B.A. in Architecture and an M.B.A. from UC Berkeley (Haas) . Before Five9, he was a Vice President in J.P. Morgan’s Technology investment banking group . Company performance context: in 2024 Five9 revenue grew 14% to $1,041.9M (vs. $910.5M in 2023) and adjusted EBITDA rose to $196.0M (from $166.3M), while the 2024 total shareholder return used for PRSU certification was -47.25% (no payout for that period) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five9 | Chief Financial Officer & Principal Financial Officer | Jul 31, 2025 – present | CFO; responsible for finance organization and capital allocation . |
| Five9 | Interim Chief Financial Officer & Interim Principal Financial Officer | Apr 1, 2025 – Jul 31, 2025 | Led finance through transition; eligible for interim-specific comp and KESP Tier 4 . |
| Five9 | EVP, Finance; Treasurer | Dec 2024 – Apr 1, 2025 (EVP); Treasurer since Apr 2024 | Oversaw FP&A and treasury; aligned finance with strategic objectives . |
| Five9 | SVP FP&A | Sep 2019 – Dec 2024 | Led planning/analysis during scaling period . |
| Five9 | VP FP&A | Apr 2015 – Sep 2019 | Built FP&A processes and cadence . |
| Five9 | Sr. Director FP&A | Aug 2014 – Apr 2015 | Senior finance leadership post-IPO maturation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan (Technology Investment Banking) | Vice President | Pre-2014 (exact years not disclosed) | Advised on M&A and IPOs for technology clients . |
Fixed Compensation
| Role/Effective Date | Base Salary ($) | Target Bonus (% of Salary) | Notes |
|---|---|---|---|
| Interim CFO, effective Apr 1, 2025 | 456,000 | 60% | Prorated for 2025; performance vs corporate targets approved Feb 2025; KESP Tier 4 eligibility . |
| CFO, effective Jul 31, 2025 | 456,000 | 75% | Prorated for 2025; KESP Tier 2 eligibility . |
Performance Compensation
Annual Bonus Program Structure (Company Program Design Applicable to CFO)
| Plan Year | Metrics | Weighting | Notes |
|---|---|---|---|
| 2024 | Revenue; Adjusted EBITDA | 75%; 25% | 100% corporate goals for NEOs (except engineering-specific objectives for EVP Engineering); annual performance period; transitional mid-year draw in 2024 only . |
| 2025 | Revenue; Levered Free Cash Flow | 70%; 30% | Shift to LFCF to stress cash efficiency; annual period; no mid-year draw . |
Equity Awards Granted/Authorized for Bryan Lee in 2025
| Award Type | Value ($) | Vesting Schedule | Performance Conditions | Grant Mechanics/Terms |
|---|---|---|---|---|
| RSU (Interim CFO package) | 2,000,000 | 25% on Dec 3, 2025; then 18.75% every 3 months thereafter, subject to service | None (time-based RSU) | Under 2014 Plan; calculated per equity grant policy . |
| RSU (CFO appointment) | 3,000,000 | 1/12 every 3 months after Sep 3, 2025, subject to service | None (time-based RSU) | Same terms as 2025 annual grants; 2014 Plan . |
| PRSU (CFO appointment) | 1,500,000 (target) | Overlapping periods; settlement after each period subject to continued service | Relative TSR vs S&P Software & Services Select Index; overlapping 1-, 2-, 3-year periods (2025; 2025–2026; 2025–2027); 0–200% payout scale; negative absolute TSR caps payout at 100% for a period | Same goals/terms as 2025 annual PRSUs . |
PRSU Performance Curve (Program)
| Metric | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| Relative TSR Percentile | 25th | 55th | 75th | Earnout 50%/100%/200% of target; linear between points; negative absolute TSR caps payout at 100% for that period . |
Equity Ownership & Alignment
| As of | Common Stock Owned (#) | Options Exercisable ≤60 Days (#) | RSUs Vesting ≤60 Days (#) | Total Beneficially Owned (#) | Ownership % | Notes |
|---|---|---|---|---|---|---|
| Mar 25, 2025 | 9,864 | 12,088 | — | 21,952 | <1% | Direct ownership; percentages based on 76,243,231 shares O/S . |
- Stock ownership guidelines: Other Executive Officers must hold the lesser of 100% of base salary or 30,000 shares; compliance measured over five years; hedging and pledging are prohibited by policy .
- Clawback: Compensation recovery policy compliant with SEC Rule 10D-1/NASDAQ .
- Pledging: Prohibited; no pledging disclosed for Bryan Lee .
Employment Terms
- Severance framework (KESP; extended through Apr 4, 2027): company-wide plan for executives with double-trigger change-in-control benefits; no tax gross-ups .
- Bryan Lee tiers:
- Interim CFO: Eligible as KESP Tier 4 participant .
- CFO: Eligible as KESP Tier 2 participant .
- Reference severance levels under plan (illustrative from 12/31/2024 NEOs):
- Without cause, non-CIC: CFO received 9 months base salary and up to 9 months health coverage .
- CIC + qualifying termination (double trigger): CFO received 15 months base salary plus target bonus, up to 15 months health, and full acceleration of unvested equity .
- Indemnification: Standard Delaware-law indemnification agreement in effect and continuing post-appointment .
Performance & Track Record (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($M) | 910.5 | 1,041.9 |
| Adjusted EBITDA ($M) | 166.3 | 196.0 |
| TSR Used for 2024 PRSU Certification | — | -47.25% (no earnout for 2024 measurement period) |
Compensation Committee, Peer Signaling, and Say‑on‑Pay
- Compensation Committee members (independent): Robert Zollars (Chair), Susan Barsamian, Michael Burdiek, Julie Iskow; independent advisor engaged; no tax gross-ups; hedging/pledging prohibited; double-trigger CIC .
- Say‑on‑Pay: 2024 approval ~72%; program changes included annual bonus period, higher PRSU mix for NEOs, and overlapping RTSR measurement periods; in 2025, bonus metrics shift to 70% revenue/30% LFCF .
Vesting Schedules and Potential Selling Pressure
- Interim CFO RSU ($2.0M value): 25% cliff on Dec 3, 2025, then 18.75% vesting quarterly—front-loaded vest in Dec 2025 creates a discrete liquidity event if shares are sold to cover taxes .
- CFO RSU ($3.0M value): equal quarterly vesting (1/12) commencing after Sep 3, 2025—steady cadence of potential selling windows .
- PRSUs ($1.5M target): performance-based vesting across 2025, 2025–2026, 2025–2027; negative absolute TSR caps earnout at 100% for any period .
Risk Indicators & Red Flags
- No related-party transactions or family relationships disclosed for Lee; standard indemnification .
- Hedging/pledging prohibited; clawback policy in place—reduces governance risk .
- Program does not include tax gross-ups; double-trigger CIC mitigates windfall optics .
Investment Implications
- Alignment: High equity mix and multi-year PRSU design tie Lee’s realized pay to TSR vs a software peer index and to 2025 revenue/LFCF via bonus, supporting pay-for-performance alignment .
- Retention: KESP Tier 2 protections as CFO (and double-trigger acceleration) reduce unwanted turnover risk during strategic events; no gross-ups and clawback/anti-pledging policies strengthen governance profile .
- Trading signals: The Dec 3, 2025 cliff vest (interim RSU) and subsequent quarterly vests, plus the 2025 PRSU certification dates, create known windows where tax-related or diversification selling may occur, potentially impacting short-term float/liquidity dynamics around those dates .
- Execution risk: 2025 bonus reweights to revenue/LFCF; missing LFCF targets would pressure bonus payouts, while negative absolute TSR caps PRSU earnouts—monitor cash generation trends and stock performance into PRSU measurement checkpoints .