BASE Form 4: Director Migon Receives 461 RSUs; Settlement Deferred
Rhea-AI Filing Summary
Aleksander J. Migon, a director of Couchbase, Inc. (BASE), was awarded 461 restricted stock units (RSUs) on 09/15/2025. Each RSU represents a contingent right to one share of common stock. The filing reports 45,734 shares beneficially owned by Mr. Migon following the reported transaction.
The RSUs were scheduled to vest 100% on 09/15/2025, but settlement has been deferred under the companys non-employee director RSU deferral program. The Form 4 was signed on behalf of Mr. Migon by Margaret Chow by power of attorney on 09/17/2025.
Positive
- Director alignment: Award of 461 RSUs aligns the reporting directors interests with shareholders by increasing equity ownership to 45,734 shares.
- Clear disclosure: The Form 4 explicitly states transaction date, award amount, vesting schedule, and that settlement is deferred under the RSU deferral program.
Negative
- Deferred settlement: Although vested, settlement of the RSUs has been deferred, delaying actual receipt of shares by the director.
- Limited detail on timing: The filing does not specify when deferred settlement will occur or any tax-withholding mechanics.
Insights
TL;DR: Director received 461 RSUs, increasing reported beneficial ownership to 45,734 shares; settlement deferred under the director RSU deferral program.
The transaction is a standard equity compensation award to a non-employee director, recorded as an award of 461 restricted stock units at no cash price. The award increases the directors reported beneficial ownership to 45,734 shares, which is a meaningful disclosure for ownership tracking but not a material corporate event. The deferral of settlement means the economic receipt of shares is postponed per the companys deferral program; the filing does not disclose any cash proceeds, exercise, sale, or tax withholding details.
TL;DR: Director compensation via RSUs aligns incentives; deferred settlement follows governance policy and is disclosed in the Form 4.
Issuing RSUs to a non-employee director is a routine governance practice to align long-term interests with shareholders. The filing explicitly states 100% of the RSUs were scheduled to vest on 09/15/2025 but settlement has been deferred under the issuers non-employee director RSU deferral program, indicating adherence to a formal compensation deferral policy. The Form 4 provides clear disclosure without additional governance actions or departures noted.