Michael Burkland
About Michael Burkland
Michael Burkland (age 62) is an independent Class II director of OneStream, Inc. (OS), serving on the board since April 2019 and currently chairs the Compensation, Nominating and Governance Committee (CNGC) . He is the Chief Executive Officer of Five9 (NASDAQ:FIVN), having resumed the CEO role in November 2022; he previously served as CEO (2008–2017), president (2012–2017), and has been Five9’s chair or executive chair since 2014 . He holds B.A. and M.B.A. degrees from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five9 | CEO; President; Chair/Executive Chair | CEO: Jan 2008–Dec 2017; Nov 2022–present. President: Jan 2012–Dec 2017. Chair/Exec Chair since Feb 2014 | Led strategy and public company oversight; long-tenured operating leader in SaaS contact center |
| Vocera Communications | Director | Apr 2016–Feb 2022 (until acquisition by Stryker) | Oversight at a public med-tech communications company |
| Interim CEO Network | Interim CEO; Head of strategic advisory | 2002–2007 | Turnaround and advisory for venture-backed tech firms |
| Omniva Policy Systems | CEO | 2000–2001 | Built and implemented enterprise go-to-market strategy |
| Eventus Software | CEO | 1994–1998 (acquired by Segue Software in 1998) | Led leading web content management developer through acquisition |
| Oracle; Patrol Software; BMC | Various roles | Early career | Enterprise software operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five9 (public) | CEO; Director; Chair/Executive Chair | Director since 2008; CEO since Nov 2022; Chair/Exec Chair since Feb 2014 | Current public company leadership/board role |
Board Governance
- Independence and controlled company context: The board determined Burkland (and 6 of 7 other non-employee directors) is independent under Nasdaq rules; KKR controls ~55.0% of OS voting power, but OS states it is not currently relying on controlled-company governance exemptions .
- Committee roles: Chair, Compensation, Nominating and Governance Committee (CNGC); members are Burkland (chair), John Kinzer, and David Welsh .
- Committee activity: In 2024, the Audit Committee held 5 meetings; the CNGC held 2 meetings .
- Attendance: In FY2024, the board held 7 meetings and each incumbent director attended at least 75% of board and applicable committee meetings .
- Executive sessions: Non-employee directors meet in executive session periodically and at least twice a year .
- KKR nomination/rights: KKR has nomination rights and at least one KKR nominee must serve on each committee while KKR retains such rights; KKR currently nominates five of eight directors, including Burkland; KKR also retains rights to appoint/remove the chair and lead independent director while owning ≥25% .
Fixed Compensation
| Component | Policy / Amount | Period / Terms | Source |
|---|---|---|---|
| Director annual cash retainer | $35,000 | Paid quarterly, prorated; adopted July 24, 2024 | |
| CNGC Chair fee | $20,000 per year | Chair-only incremental fee | |
| Other relevant cash roles | Lead Independent Director: $18,000; Audit Chair: $20,000; Audit member: $10,000; CNGC member: $10,000 | Applies to eligible/participating directors | |
| 2024 Cash Fees (Burkland) | $40,417 | FY2024 actual (post-IPO policy adoption) |
Notes: Some directors (Brown, Welsh, Petraeus) elected not to receive compensation under the policy; Burkland participates in the policy .
Performance Compensation
| Grant/Instrument | Grant Date | Shares/Units | Exercise/Strike | Vesting | Value/Notes | Source |
|---|---|---|---|---|---|---|
| IPO Option Grant (time-based) | 2024 (in connection with IPO) | 169,257 options | $20.00 | 1/16 vested 10/23/2024; 1/16 quarterly thereafter, subject to service | Intended to offset pre-IPO incentive unit reclassification and provide retention | |
| 2024 Director Option Awards (reported fair value) | FY2024 | — | — | — | $1,796,088 grant-date fair value (ASC 718) | |
| Outstanding options (as of 12/31/2024) | As of 12/31/2024 | 219,257 options outstanding | — | Per award terms | Reflects aggregate outstanding at year-end |
- Outside Director Equity Policy: Initial RSU award upon first becoming an outside director: $400,000 value; Annual RSU award following each annual meeting: $200,000 value; awards vest over one year (annual) or in thirds (initial). Non-employee director awards fully vest on change in control .
- Compensation cap: Max annual combined cash+equity of $750,000 ($1,000,000 in initial year), with exclusions for certain IPO-related option grants .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Tenure/Notes |
|---|---|---|---|
| Five9 (public) | Customer contact center software (SaaS) | CEO; Director; Chair/Executive Chair | Director since 2008; CEO since Nov 2022; Chair/Exec Chair since Feb 2014 |
Interlocks:
- Multiple OS directors also serve on Five9’s board: Burkland (CEO/Director), Jonathan Mariner (Director since July 2023), and David Welsh (Director since Jan 2011), creating a notable multi-director interlock between OS and Five9 .
- KKR influence: Several OS directors are KKR-nominated; one KKR nominee is entitled to sit on each committee while KKR retains nomination rights .
Expertise & Qualifications
- Board skills matrix indicates Burkland brings executive leadership, public board experience, technology industry, financial expertise, sales/marketing, enterprise risk management, and SaaS experience .
- Education: B.A., M.B.A., University of California, Berkeley .
- Track record: Led multiple software companies; long-tenured operator in enterprise/SaaS with public company leadership experience .
Equity Ownership
| Holder/Instrument | Quantity | Class | Notes |
|---|---|---|---|
| Burkland Family Trust | 486,057 | Class C common | Indirect beneficial ownership via trust |
| Options exercisable within 60 days (as of 3/27/2025) | 72,360 | Class A underlying | Director stock options exercisable within 60 days |
| Beneficial ownership (voting power) | <1% | — | Individual director ownership is less than 1% of total voting power |
Policies aligned with ownership:
- Hedging and pledging prohibited for directors and employees; no short sales, derivatives, or margin/pledge of company stock permitted under OS’s insider trading policy .
Governance Assessment
Key positives:
- Independent director; chairs CNGC with clear remit over executive pay, governance, and nominations; board confirms independence despite sponsor relationships .
- Strong attendance record across the board and committees in 2024; CNGC held two meetings; board held seven meetings; all directors ≥75% attendance .
- Robust anti-hedging/pledging policy reduces alignment risk; non-employee director equity vests on change-in-control ensuring continuity .
- Use of independent compensation consultant (Compensia) for director and executive compensation benchmarking and plan design .
Watch items / RED FLAGS:
- Controlled company dynamics: KKR controls ~55.0% voting power and has expansive rights (nominations, committee presence, appointment/removal of chair and lead independent director while ≥25% ownership; consent rights over CEO hire and change-in-control), which can concentrate governance power and influence over compensation and board processes .
- Multi-director interlock with Five9 (three OS directors on Five9 board) could create perceived conflicts or information flow concerns if material commercial relationships arise; no related-party transactions with Five9 are disclosed, but the interlock warrants monitoring .
- 2024 director pay inflated by one-time IPO-related option grants (e.g., $1.80M grant-date fair value for Burkland) intended to offset pre-IPO incentive unit reclassification; investors may scrutinize ongoing equity mix and future annual grant sizing vs. policy benchmarks .
Compensation Committee Analysis
- Composition: Burkland (Chair), Kinzer, Welsh; all meet SEC/Nasdaq independence standards per company disclosure .
- Activity: CNGC held 2 meetings in 2024 .
- Consultant: Compensia retained for director compensation policy design and executive compensation benchmarking and peer group support; CNGC administers clawback policy and oversees succession and governance framework .
- Interlocks/insider participation: No compensation committee interlocks reported; none of CNGC members are or have been OS officers/employees, and no reciprocal executive-officer/committee relationships disclosed .
Director Compensation (FY2024)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,417 |
| Option Awards ($) | $1,796,088 grant-date fair value (ASC 718) |
| Total ($) | $1,836,504 |
| Options Outstanding at 12/31/2024 (#) | 219,257 |
Related-Party and Conflict Controls
- Related party oversight: Audit Committee reviews and monitors related party transactions; no director-specific related-party transactions involving Burkland are disclosed .
- Insider trading policy: Prohibits hedging/pledging and derivatives; compliance applies to directors .
- Executive sessions and lead independent director: Independent oversight mechanism in place; lead independent director chairs executive sessions; currently David Welsh .
Overall signal: Experienced operator with relevant SaaS and governance expertise, chairing a key committee. Primary governance risks relate to sponsor control rights and a notable interlock cluster with Five9; compensation structure includes a large one-time IPO option award in 2024, but ongoing director pay is guided by a standard cash/RSU policy. Continued monitoring of committee independence, interlocks, and equity grant sizing vs. policy will be important for investor confidence .