Automattic Executives Signed Each Other's Severance Deals

Automattic CFO Mark Davies, who served as interim CEO while Matt Mullenweg was on leave, and legal chief Andy Missan signed each other's severance agreements, each providing a year of salary plus additional equity vesting if their departures qualify.

Two of Automattic's most senior executives used a gap at the top of the company to lock in their own exit terms. CFO Mark Davies, who stepped in as interim chief executive while founder Matt Mullenweg was on leave, and legal chief Andy Missan signed each other's severance agreements, according to TechCrunch. Each agreement provides a year of salary and additional equity vesting if the departure qualifies for the benefits.

Mullenweg's absence from the top job was short. His return means the two executives who countersigned each other's packages now report again to the founder whose leave created the window in which those packages were written.

What a reciprocal signature actually does

Severance agreements are ordinary corporate plumbing. Senior hires routinely negotiate a defined payout — commonly a set number of months of base salary, sometimes with accelerated vesting of unvested stock — so that a change of control or a termination without cause does not leave them with nothing. The document is unremarkable. Who signs it is not.

In a normally functioning company, an executive's severance terms are approved by someone with no personal stake in the answer: a compensation committee, an independent board, or at minimum a chief executive who is not himself receiving a mirror-image document from the person on the other side of the table. Reciprocity collapses that separation. When the CFO signs the general counsel's agreement and the general counsel signs the CFO's, the reviewer and the beneficiary are the same two people wearing different hats.

That is why the structure draws scrutiny even when the amounts are conventional. A year of salary plus extra equity vesting is not an outlandish package for a C-suite officer at a company of Automattic's scale. The question governance lawyers ask is not whether the number is defensible but whether anyone independent ever tested it.

Why the timing is the story

The agreements were signed while Mullenweg was on leave and Davies was holding the interim CEO title. That sequencing matters in three ways.

• Authority was temporary. An interim chief executive is generally expected to keep the business running, not to reset the terms on which senior officers can leave. Compensation decisions with long tails are the classic category a caretaker defers.
• The counterparty was the company's own lawyer. The general counsel is the officer a board would normally ask whether a given approval is properly authorized. When that officer is a beneficiary of the same set of documents, the internal check is compromised at exactly the point it is needed.
• The founder came back. Because Mullenweg's ouster was brief, the agreements were executed during an interregnum that closed almost immediately — leaving contracts on the books that were signed under an authority structure that no longer exists.

Severance provisions written by executives during a leadership vacuum also carry a second-order effect. They raise the cost of removing those executives later. Whether or not that was the intent, the practical result is a financial speed bump in front of any subsequent personnel decision by the returning founder or the board.

Private company, private rules — and fewer outside referees

Automattic, the company behind WordPress.com, Tumblr, WooCommerce and Jetpack, is privately held. It files no proxy statement, publishes no executive compensation tables and faces no shareholder advisory vote on pay. Nothing about these agreements would have surfaced through routine disclosure the way a comparable arrangement at a listed issuer would.

That asymmetry is the broader point for anyone tracking late-stage private technology companies. Public-company governance is imperfect, but it is instrumented: independent compensation committees, audit committees, mandatory disclosure of named-executive-officer severance, and institutional investors who vote against packages they dislike. Private companies with concentrated founder control frequently run with thinner boards and fewer standing committees, on the theory that the founder is the ultimate check. When the founder steps away, even briefly, there may be no second mechanism ready to substitute.

Employee shareholders feel that gap most directly. Staff at a company like Automattic typically hold equity that only becomes liquid through a sale, a tender offer or an eventual listing. Additional equity vesting granted to two officers dilutes, at the margin, the pool everyone else is waiting on — and those employees have no committee to appeal to and no vote to cast.

What the board has to resolve now

Several questions follow, and they are answerable only inside the company.

• Did the board — or any director acting independently — know about or ratify the agreements before they were signed?
• Did Davies's interim mandate carry authority over executive compensation, or was that authority reserved?
• What counts as a qualifying departure, and who decides whether a given exit qualifies?
• Are the agreements enforceable if the approval process is later found to have been defective, and does the company intend to test that?

Boards handed this kind of fact pattern generally have three options: ratify the agreements after independent review, renegotiate them, or challenge them. Each carries a cost. Ratification signals that self-approval is tolerable. Renegotiation invites a dispute with two officers who hold critical functions — the books and the legal file. A challenge risks litigation and the departure of both.

A governance story in a market that is pricing risk carefully

None of this trades. Automattic has no listed shares, so there is no price reaction to read. But the episode lands at a moment when public markets are not in a forgiving mood: as of the last trade at 19:57 GMT on Wednesday, Sept. 16, 2026, the S&P 500 tracker (NYSEARCA: SPY) was at $754.33, down 0.40% from the prior close of $757.39, the Dow 30 fund (NYSEARCA: DIA) was at $515.38, off 1.12%, and the Nasdaq 100 fund (NASDAQ: QQQ) was essentially flat at $704.59, up 0.01%.

That backdrop is relevant to Automattic in one indirect way. A softer tape lengthens the runway to any liquidity event for private technology companies, which means employee equity stays illiquid longer and governance quality at the private stage matters for longer. Arrangements written quietly during a two-week leadership gap have more time to compound into a problem.

What to watch: whether Automattic's board commissions an independent review of the agreements, whether either executive's role changes now that Mullenweg is back, and whether the company adds the standing compensation oversight that would have made a reciprocal signature impossible in the first place.

Key facts

• Who signed what: CFO Mark Davies and legal chief Andy Missan signed each other's severance agreements
• Terms: One year of salary plus additional equity vesting, if a departure qualifies
• Timing: Signed while founder Matt Mullenweg was on leave, with Davies serving as interim CEO
• Market backdrop: SPY $754.33, -0.40%; QQQ $704.59, +0.01%; DIA $515.38, -1.12% as of 19:57 GMT, Sept. 16, 2026

Frequently asked questions

What did Automattic's executives actually sign?

Chief financial officer Mark Davies, who was serving as interim chief executive, and legal chief Andy Missan each signed the other's severance agreement. According to TechCrunch, the agreements provide a year of salary and additional equity vesting if the executive's departure qualifies for those benefits. Both documents were executed while founder Matt Mullenweg was on leave.

Why is signing each other's severance a governance problem?

Because the person approving the payout is also receiving one from the same counterparty, which removes the independent review that compensation decisions normally require. Ordinarily a board compensation committee, independent directors, or a disinterested chief executive approves senior severance. Reciprocal signatures collapse the roles of reviewer and beneficiary into the same two executives.

Is a year of salary an unusual severance package?

No. Twelve months of base salary plus accelerated or additional equity vesting is a conventional package for a C-suite officer at a large technology company. The unusual element here is not the size of the benefit but the approval route: the two beneficiaries signed for each other during a temporary gap in the chief executive role.

Does Automattic have to disclose executive pay?

No. Automattic is privately held, so it files no proxy statement, publishes no executive compensation tables and faces no shareholder advisory vote on pay. A comparable arrangement at a listed company would typically appear in mandatory disclosure of named-executive-officer severance terms, giving outside investors a chance to object.

How does this affect Automattic employees who hold equity?

Employee equity in a private company generally becomes liquid only through a sale, tender offer or eventual listing. Additional equity vesting granted to two senior officers reduces, at the margin, what is left for everyone else awaiting that event. Employees have no compensation committee to appeal to and no shareholder vote to cast.

What happens now that Mullenweg has returned?

The decision sits with Automattic's board, which can ratify the agreements after independent review, seek to renegotiate them, or challenge their validity on the grounds that the approval process was defective. Each path has costs, including possible disputes with the officers who control the company's finance and legal functions.

Sources

• Automattic’s interim CEO and legal chief signed reciprocal severance deals during Mullenweg’s brief ouster — TechCrunch

Photo: Andrea Piacquadio · Pexels Licence — source