On September 9, Automattic’s board put CEO Matt Mullenweg on paid leave; he says CFO Mark Davies conspired with three directors to force the move, and was given 50 minutes’ notice without time to consult outside counsel. Mullenweg returned about 33 hours later and the three directors who voted for his leave departed. During that 33‑hour window Davies, made interim CEO, and Chief Legal Officer Andy Missan each signed the other’s severance agreement, effective September 10. The reciprocal deals grant a lump‑sum of 12 months’ base salary, accelerated equity vesting, the ability to exercise vested options, and a year of health coverage; together the accelerated equity plus salary represents about $8.15 million payable to each executive after Mullenweg fired them on his return. Automattic replaced outside counsel and is evaluating whether to pay those sums or challenge the agreements’ legal validity.
The severance contracts require broad releases and compliance with confidentiality and nonsolicit terms, and define “cause” narrowly (gross negligence or knowing dishonesty causing material harm, material legal or IP breaches, or certain criminal conduct), with a 60‑day notice and 30‑day cure process and a board majority finding required. Davies’ agreement specifies that losing the interim CEO title won’t qualify as “Good Reason” for resigning while he remains CFO, suggesting tailoring to his temporary promotion; HR records indicate he held no company stock at departure but retained vested options. Observers offer two readings: the board acted to mitigate alleged governance or litigation risks tied to a WP Engine spoliation dispute, or directors sought a brief window of control - an absence of explanation plus a reported CFO stock sale fueled Mullenweg’s decision to retake leadership and remove those directors. Attempts to reach Davies and Missan were unsuccessful; Automattic’s general counsel account was deactivated amid a stated pending move to an AI startup.
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