Michael Burdiek
Five9About Michael Burdiek
Michael Burdiek, age 65, is an independent Class I director of Five9 (FIVN) who has served on the board since September 2015; he currently sits on both the Audit Committee and the Compensation Committee. He previously served as CEO and director of Motion Acquisition Corp. (Oct 2020–Nov 2021), as President & CEO and director of CalAmp Corp. (2011–2020), and as CEO of Telenetics; he holds an MBA and M.S. in Electrical Engineering from California State University, Fullerton and a B.S. in Electrical Engineering from Kansas State University . Five9’s board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CalAmp Corp. (public) | President & CEO; Director | 2011–2020 | Led a global provider of telematics software and technologies |
| Motion Acquisition Corp. (SPAC) | CEO; Director | Oct 2020–Nov 2021 (through business combination with DocGo) | Took SPAC through business combination closing |
| Telenetics Corporation | President & CEO | Prior to CalAmp | CEO of networking/communications products firm |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| DocGo, Inc. (public) | Director | Nov 2021 | Current public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Burdiek is independent under Nasdaq rules |
| Committee assignments | Audit Committee (member); Compensation Committee (member) |
| Committee chairs (context) | Audit: Jack Acosta (chair through 2025 Annual Meeting), Maria Walker effective post-Annual Meeting ; Compensation: Robert Zollars (chair) |
| Committee activity (2024) | Audit met 6x; Compensation met 4x |
| Board attendance | Board met 20x in 2024; all directors then in office attended ≥75% of board/committee meetings except Ms. Iskow (72%) |
| Annual meeting engagement | Attended Five9’s 2024 annual stockholders’ meeting |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Standard retainer for non-employee directors |
| Audit Committee member fee | $10,000 | Member (non-chair) |
| Compensation Committee member fee | $7,500 | Member (non-chair) |
| Total fees earned (cash) | $52,500 | Sum of retainer + committee member fees |
Performance Compensation
| Component (2024) | Grant-Date Fair Value | Instruments | Key Terms |
|---|---|---|---|
| Annual director equity | $199,991 | RSUs | Annual grant ~$200k; vests in full on earliest of 1-year anniversary, immediately prior to next annual meeting, or change in control; service-based (not performance-based) |
Notes: New director “onboarding” equity includes $400k RSUs vesting over 3 years plus a pro-rated $200k RSU for the current cycle; not applicable to Burdiek in 2024. All unvested director RSUs fully vest upon a change in control (per policy) .
Other Directorships & Interlocks
- Current public company boards: DocGo, Inc. (director) .
- Compensation Committee interlocks: Five9 discloses no interlocks; none of the Compensation Committee members (including Burdiek) served as an officer/employee of Five9, and no cross-board interlocks with Five9 executives were disclosed for 2024 .
- Related-party transactions: Five9 reports no related-party transactions since Jan 1, 2024 (includes directors and their immediate families) .
Expertise & Qualifications
- Five9’s director skills matrix identifies Burdiek with strengths across executive leadership, technology industry, financial, sales/marketing go-to-market, enterprise risk management, cybersecurity/privacy/information security, international expansion, and artificial intelligence .
- Educational credentials: MBA and M.S. Electrical Engineering (CSU Fullerton); B.S. Electrical Engineering (Kansas State University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned | 19,265 | Direct ownership |
| Options exercisable within 60 days | — | None reported |
| RSUs vesting within 60 days | 3,755 | Near-term vesting counted as beneficial |
| Total beneficial ownership | 23,020 | As defined under SEC rules |
| Unvested RSUs outstanding (12/31/24) | 3,755 | Director equity position |
| Ownership % of shares outstanding | ~0.03% | 23,020 / 76,243,231 shares outstanding (as of 3/25/2025) |
| Stock ownership guidelines | Directors: lesser of 300% of annual retainer or 9,000 shares | |
| Compliance with guidelines | In compliance as of 12/31/2024 (exceptions disclosed: Iskow, Gupta, Kozanian, Walker) | |
| Hedging/pledging | Prohibited for directors under insider trading policy | |
| Clawback | Exchange Act Rule 10D-1 compliant clawback in place |
Governance Assessment
-
Positives
- Independent director with multi-committee service (Audit and Compensation), financial/technology/cybersecurity/AI expertise per skills matrix, and ≥75% attendance threshold met at the board/committee level in 2024 .
- Strong alignment mechanisms: meaningful annual equity grant ($199,991) and compliance with stock ownership guidelines; hedging/pledging prohibited; clawback policy implemented .
- No related-party transactions disclosed; Compensation Committee uses an independent advisor (Compensia) with no conflicts found .
-
Watch items / RED FLAGS (company-level investor rights and signals)
- Classified board and supermajority voting provisions may constrain shareholder rights and activism dynamics; board defends these as long-term oriented and takeover defense measures .
- 2024 say‑on‑pay support was 72% (improved but still watch-list level vs typical >90%), indicating residual investor concern on pay design; company made changes (annual bonus timing, increased PRSU mix, multi-period RTSR) .
- CFO transition (retirement effective March 31, 2025) elevates oversight importance for Audit Committee continuity and financial reporting risk management; interim CFO appointed April 1, 2025 .
Overall: Burdiek’s profile supports board effectiveness (independence, two key committees, deep operating and technology background) with solid ownership alignment and no apparent conflicts. Key governance risks to monitor are primarily firm-level (classified board/supermajority, compensation support trajectory) rather than director-specific .