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On September 9, 2026 Automattic’s board voted to place CEO Matt Mullenweg on paid leave; roughly 33 hours later he was back in the role and the directors who voted for the leave had departed. During that 33-hour window, CFO Mark Davies (who became interim CEO) and Chief Legal Officer Andy Missan each signed the other’s severance agreement, effective September 10. The reciprocal agreements — Automattic severance deals that TechCrunch reviewed — accelerate equity vesting, permit exercise of vested options, provide 12 months’ base salary as a lump sum and another year of health coverage, and together total $8.15 million for the two executives, as first reported by TechCrunch.
Key takeaways
- Between them, Automattic would owe Mark Davies and Andy Missan $8.15 million under the reciprocal severance packages.
- Each package provides 12 months of base salary paid as a lump sum, accelerated equity vesting, the ability to exercise vested options, and one additional year of health coverage.
- The agreements were signed effective September 10 while Matt Mullenweg was on leave after a board vote on September 9; Mullenweg returned roughly 33 hours after that vote and subsequently fired the two executives.
- Automattic replaced its prior outside counsel, Gibson Dunn, with Stephen Shackelford and Shawn J. Rabin of Susman Godfrey LLP following the episode.
Table of contents
- Key takeaways
- What the reciprocal severance agreements give Davies and Missan
- How the agreements were signed during Mullenweg’s leave
- How the contracts define 'cause' and the legal hurdles to deny pay
- Why the deals matter: governance, litigation posture and optics
- How this could play out
- What to be careful about
- Frequently asked questions
What the reciprocal severance agreements give Davies and Missan
Each executive’s agreement guarantees a set of benefits if the termination conditions in the document are met. The packages call for 12 months of base salary paid out as a lump sum, accelerated vesting of equity, the ability to exercise vested stock options and an extra year of health coverage. Those contract terms are explicit in the severance documents reviewed by TechCrunch.
The deals also require the departing executive to sign a broad release of claims and to comply with confidentiality, nonsolicitation and other post‑employment restrictions to receive the payments. Together those elements make the packages function like golden parachutes: significant cash and equity protections tied to legal releases and continued compliance.
How the agreements were signed during Mullenweg’s leave
The signing happened in the narrow window after the board voted to place Mullenweg on paid leave on September 9 and before he returned roughly 33 hours later. The company appointed Mark Davies interim CEO during that interval, and both Davies and Andy Missan signed the other’s severance agreement effective September 10.
That timing is why governance questions follow the contracts: the documents were executed while the company’s leadership structure was in flux, and Mullenweg fired both executives after resuming the CEO role. Because the agreements were already in effect, Automattic now faces a choice between paying under their terms or mounting a legal challenge to avoid the payouts.
How the contracts define 'cause' and the legal hurdles to deny pay
The severance agreements narrow the company’s ability to claim "cause" to avoid paying. Under their terms, the company must notify the executive in writing within 60 days of learning about the conduct at issue, provide a 30‑day cure period if the conduct is curable, and then secure a majority of the board to conclude cause exists. "Cause" is defined to include gross negligence that materially harms the company; knowing dishonesty, fraud or misrepresentation causing material harm; a material legal violation causing material harm; a material confidentiality or IP breach; or conviction for a felony or crime involving "moral turpitude."
Those procedural and substantive limits raise the bar for Automattic to deny the payments. Challenging enforceability will require the company to show a strict procedural adherence to notice, cure and board vote requirements and to place the alleged conduct within one of the narrow definitions of cause.
Why the deals matter: governance, litigation posture and optics
The contracts matter for three reasons: corporate governance, ongoing litigation risk and public perception. On governance, executing reciprocal severance agreements while the CEO was on leave and with board members soon after departing risks the appearance of improvised executive protection rather than settled succession planning. On litigation, Automattic is already in a dispute with WP Engine, which in July accused Mullenweg of destroying evidence; the directors who acted during the leave may have seen management changes as a way to address such risks, and the severance accords could reflect protections for executives who took those steps.
On optics, the HR record TechCrunch viewed shows Davies held no Automattic stock at departure, a detail that has fueled questions about motive and timing; one source stated he sold the stock a "few months ago" but TechCrunch could not confirm the timing. The company must now weigh paying $8.15 million combined under the agreements against potential legal fights that would test their procedural compliance and substance.
How this could play out
The case for
- If Automattic elects to pay, the company removes a live dispute over these specific contracts and avoids the legal costs and uncertain outcomes of a court challenge.
- If the board can show strict compliance with the notice-and-cure steps and one of the narrow "cause" definitions applies, Automattic could successfully withhold payment and set precedent for tighter post‑employment enforcement.
The case against
- A court could find the agreements enforceable and order the $8.15 million combined payout, creating a direct cash hit and a governance headache for the company.
- Protracted litigation over enforceability would be expensive and could distract management while the WP Engine litigation proceeds, possibly weakening Automattic’s negotiating position in other disputes.
What to be careful about
- A legal judgment could require Automattic to pay the full $8.15 million combined amount if the severance contracts are found enforceable.
- Challenging the agreements will require proving precise procedural steps (60‑day notice, 30‑day cure, majority board vote), which may be difficult if records are incomplete.
- The episode could damage investor and partner confidence in Automattic’s governance if stakeholders view the signings as improvised protections executed amid a leadership shakeup.
The bottom line
Automattic now faces a technical but consequential choice: pay the $8.15 million combined sum agreed in the reciprocal contracts or litigate their enforceability. The agreements narrow the company’s ability to deny payment by setting strict procedural steps and tight definitions of "cause," which raises the evidentiary cost of withholding funds. At the same time, the timing of the signings — executed while Mullenweg was on leave and before his return roughly 33 hours after the board vote — intensifies scrutiny over board conduct and motive. How Automattic proceeds will shape its legal exposure and its governance narrative going forward.
What to watch
- Watch for Automattic’s public statement or board minutes that address the timing of the September 9–10 decisions; no date has been set.
- Watch for any filing or court event in WP Engine v. Automattic that references management changes or spoliation allegations; no date has been set.
- Watch for Automattic’s decision on whether to pay the severance sums or to challenge the agreements in court; no date has been set.
Frequently asked questions
Who signed the reciprocal severance agreements?
CFO Mark Davies and Chief Legal Officer Andy Missan each signed the other’s severance agreement, effective September 10, during the roughly 33‑hour period when Matt Mullenweg was on leave.
How much would Automattic owe under these packages?
Together the accelerated equity and one year of salary in the agreements amount to $8.15 million that Automattic would owe the two executives combined.
How do the agreements limit the company’s ability to claim 'cause'?
The contracts require the company to notify the executive in writing within 60 days of learning of the conduct, give a 30‑day cure period if curable, and secure a majority board vote; "cause" is narrowly defined to include gross negligence causing material harm, knowing dishonesty, a material legal violation, a material confidentiality or IP breach, or a felony involving "moral turpitude."
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