# Wilson v. Recorded Future, Inc.

> District Court, D. Massachusetts · September 30, 2025

URL: https://www.frixlaw.com/law-library/cases/11149508

## Case

- **Court:** District Court, D. Massachusetts
- **Decided:** September 30, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## How later opinions describe it (automated extraction)

- applying McDonnell Douglas framework to claim brought under M.G.L. c. 151B

## Opinion text

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

CRAIG WILSON, JR., *
*
Plaintiff, *
*
v. * Civil Action No. 1:22-cv-11105-IT
*
RECORDED FUTURE, INC., *
CHRISTOPHER AHLBERG, and SCOTT *
ALMEIDA, *
*
Defendants. *

MEMORANDUM & ORDER

September 30, 2025
TALWANI, D.J.
Plaintiff Craig Wilson, Jr., brings this action against his former employer, Defendant
Recorded Future, Inc. (“Recorded Future”), and two of its executives, Christopher Ahlberg and
Scott Almeida. Wilson alleges that Recorded Future violated the Age Discrimination in
Employment Act, 29 U.S.C. § 621, et seq. (“ADEA”), and the Massachusetts Fair Employment
Practices Law, M.G.L. c. 151B, § 4(1B) (“Chapter 151B”), by adversely affecting the terms and
conditions of his employment and ultimately discharging him because of his age. He also asserts
that Recorded Future violated the Virginia Wage Payment Act, Va. Code 40.1-29, and that all
Defendants violated the Massachusetts Wage Act, M.G.L. c. 149, § 148. He further asserts
various common law claims against Recorded Future. See Am. Compl. ¶¶ 100–39 [Doc. No. 12].
Pending before the court is Defendants’ Motion for Summary Judgment [Doc. No. 48].
For the reasons explained below, the Motion is DENIED as to Plaintiff’s ADEA claim and
otherwise GRANTED, except as to the wrongful termination claim, which Plaintiff has
voluntarily dismissed.
I. Factual Record Viewed in the Light Most Favorable to Wilson
A. Recorded Future
Recorded Future is a software-as-a-service company selling threat intelligence software
and related services. Pl.’s Response to Def.’s Statement of Undisputed Material Facts and Add’l

Material Disputed Facts (“PSOF”) ¶ 2 [Doc. No. 56]. It is headquartered in Massachusetts and
maintains offices in Massachusetts, Virginia, Singapore, Sweden, Japan, the United Arab
Emirates, and England. Id. ¶¶ 6–7. Defendant Christopher Ahlberg is its CEO, and Defendant
Scott Almeida is its CFO and Treasurer; both are based in Massachusetts. Id. ¶ 1. Recorded
Future’s compensation plans were drafted by the Vice President of Global Sales Operations, Ex.
111, Chronert Dep. 63:1–21 [Doc. No. 70-1]; Ex. 110, Almeida Dep. 44:4–24 [Doc. No. 55-36],
but the record does not show where he was based.
Recorded Future was acquired by Insight Venture Partners on July 3, 2019, with RF
Parent, Inc. (“RF Parent”) taking over as Recorded Future’s ultimate parent. PSOF ¶¶ 10–11
[Doc. No. 56]. Discussions about this acquisition began approximately three months prior to the

acquisition closing. Ex. 109, Ahlberg Dep. 30:23–31:16 [Doc. No. 55-35].
B. Wilson’s Hiring, Stock Options, and Work Location
Wilson began working for Recorded Future as an account executive in 2019, when he
was 42 years old. PSOF ¶¶ 1, 29–30 [Doc. No. 56]. At that time, he had approximately two
decades of experience in the federal civil accounts sector, including sales and management. Ex.
76, Wilson Interrogatory Answers (“Interrog. Ans.”) 20 [Doc. No. 55-2]. He signed his Offer
Letter from Recorded Future on May 30, 2019, prior to the announcement of the acquisition, and
started working for Recorded Future on June 10, 2019, after the announcement. Ex. 1, Wilson
Dep. 57:8–19 [Doc. No. 49-1]; PSOF ¶ 29 [Doc. No. 56].
Wilson was a resident of Virginia at the time he was hired and throughout his
employment with Recorded Future. PSOF ¶¶ 14-15 [Doc. No. 56]. Wilson traveled to
Massachusetts twice during his tenure with Recorded Future: for onboarding training at the
Massachusetts office in July 2019, and for business in October 2019. Id. ¶¶ 48–49. He otherwise

worked for Recorded Future from Virginia, commuting to Recorded Future’s Virginia office a
few times per week through March 2020, and then working primarily from his home in Virginia.
Id. ¶¶ 41–43.
Wilson’s Offer Letter provides, among other things: “Subject to approval by the
Company’s Board of Directors, you will be granted a stock option exercisable for 7,500 of the
Company’s Common Stock at the fair market value per share on the date of grant.” Id. ¶ 56. The
Offer Letter also states that it “supersede[s] and replace[s] any prior agreements, representations
or understandings (whether written, oral, implied or otherwise) between you and the Company
and constitute[s] the complete agreement between you and the Company[.]” Id. ¶ 27.
After the acquisition was announced, Wilson asked the recruiter if stock options “would

still be at the same strike price and the number of options. She assured [him] verbally that they
would be.” Ex. 1, Wilson Dep. 56:22–57:3 [Doc. No. 49-1]; see also id. at 57:24–58:5 (“I
remember just being reassured . . . that everything would be honored. I don’t remember much
beyond that.”); Ex. 94 at RF0002250 (October 24, 2019, Email from Wilson to HR) [Doc. No.
55-20] (“I was told that my extended options and strike price would be considered pre-
acquisition”).
Recorded Future’s Board of Directors did not approve the grant of 7,500 stock options;
instead, on October 19, 2019, RF Parent’s Board of Directors approved a grant of only 4,000
stock options. PSOF ¶¶ 59–60 [Doc. No. 56]. Wilson learned of this reduced grant of stock
options on October 24, 2019, and objected at the time. See Ex. 94 at RF0002250 (Email from
Wilson to HR) [Doc. No. 55-20].
Pursuant to Wilson’s Offer Letter, Wilson was eligible for commission payments beyond
his base salary; such payments were “predicated upon [his] signing the Company’s standard

Sales Compensation Plan document.” PSOF ¶ 23 [Doc. No. 56]. The plan documents specify
commission rates and quotas for new and upsell (“N&U”) accounts and renewals, as applicable.
See Ex. 28, 2019 Sales Compensation Plan 4 [Doc. No. 49-28]; Ex. 29, 2020 Sales
Compensation Plan 4 [Doc. No. 49-29].
C. The Public Sector Team Under Roger Coelho
Wilson was hired by and reported to Roger Coelho, who was based in Virginia, was older
than Wilson, and with whom Wilson “had a pretty good working relationship.” PSOF ¶ 1 [Doc.
No. 56]; Ex. 112, Coelho Dep. 58:14–60:11 [Doc. No. 55-38].
In August 2019, Wilson executed his 2019 Sales Compensation Plan, which established a
N&U quota of $535,000 and no renewal quota. PSOF ¶¶ 61, 63–64 [Doc. No. 56]. The plan did

not specify Wilson’s sales territory. Id. ¶ 65.
Wilson attended Public Sector Team meetings, which Coelho led between Wilson’s date
of hire and October 1, 2020. Id. ¶¶ 52–53. When Wilson started with Recorded Future, the Public
Sector Team consisted of Coelho, Julie Starnes, and several others, all of whom were based in
Virginia. Id. ¶¶ 1, 54.
In January 2020, Wilson received a performance review in which Coelho described him
as “an ideal employee . . . doing everything correctly as it relates to pipeline generation and
working the opportunities. He is also a great culture fit for the team.” Ex. 84, 2019 Performance
Review 2 [Doc. No. 55-10]. Coelho recalled no concerns about Wilson’s job performance,
including with respect to “churn,” and could not recall hearing concerns from others about
Wilson’s churn. Ex. 112, Coelho Dep. 82:8–83:15 [Doc. No. 55-38].1 According to a colleague
with whom Wilson worked daily, Wilson “had a reputation with the sales organization generally,
and the public sector team specifically, for being a stellar account executive with strong numbers

and excellent attention to detail.” Ex. 81, Williams Decl. ¶¶ 6, 12 [Doc. No. 55-7]; see also Ex.
79, Williamson Decl. ¶ 5 [Doc. No. 55-5] (another colleague observing Wilson “was regularly
and readily available and working throughout, before and after, working hours” and “worked
long hours, and even late at night as needed”); Ex. 78, Bednar Dep. 232:3–24 [Doc. No. 55-4]
(another colleague describing him as “single-handedly the most detail oriented presenter that I
had seen in a very, very long time” and “[h]e knew the accounts, what was needed to be done.
He would document step by step on all the stuff.”).
Julie Starnes is 15 years younger than Wilson and had been working for Recorded Future
for four years when Wilson started. PSOF ¶ 1 [Doc. No. 56]; Ex. 11 at RF0173381 (chart of hire
and termination dates) [Doc. No. 49-11]. In January 2020, Starnes was promoted from account

executive to leader of the Department of Defense and Intelligence Community (“DOD/IC” or
“DOD-IC”) Team. PSOF ¶ 76 [Doc. No. 56]. Coelho “brought [Starnes] up” to be a small-team
leader for the DOD-IC. Ex. 33, Coelho Dep. 83:21–84:6 [Doc. No. 49-33]. At that point, Starnes
was 28 years old. See PSOF ¶ 1 [Doc. No. 56].
A few months prior to Starnes’ promotion, a 52-year-old account executive on the Public
Sector Team was terminated. See Ex. 11 at RF0173381 (chart of hire and termination dates)
[Doc. No. 49-11]; PSOF ¶ 1 [Doc. No. 56]. Recorded Future’s undated employee handbook,

1 “Churn” refers to the expiration of a customer’s existing contract without a renewal. PSOF ¶ 72
[Doc. No. 56].
which the jury could infer was in effect at the time of this termination (and through August
2021), did not include age as a protected class in its “Anti-Discrimination Policy.” Ex. 83,
Futurist Handbook 9 [Doc. No. 55-9]. At some point after that termination, Starnes joked to
Wilson that “if [that employee] was going to sue for age discrimination, ‘He should have asked

for more than 3 weeks of severance and he should have at least made it worth his while[.]’” Ex.
76, Interrog. Ans. 20 [Doc. No. 55-2].2 Wilson also heard Starnes refer to older male employees
as “lazy” or “storytellers,” and in a conference with multiple team members, she made a
reference to Wilson making “Dad Jokes.” Ex. 75, Wilson Dep. 130:15–131:9 [Doc. No. 55-1];
Ex. 76, Wilson Interrog. Ans. 20–22 [Doc. No. 55-2]. By contrast, in her deposition she
repeatedly described certain younger employees as “high energy.” Ex. 113, Starnes Dep. 55:10–
21, 82:22–83:5, 144:14–145:9 [Doc. No. 70-2].
When Wilson was hired, he was responsible for covering roughly half of Recorded
Future’s “Federal Civilian” sales territory. PSOF ¶ 32 [Doc. No. 56]. In February 2020, Wilson
executed his 2020 Sales Compensation Plan, which established an N&U quota of $1,250,000 and

a renewal quota of $1,042,000. Id. ¶¶ 66–68. In April 2020, the account executive who had been
servicing the other half of the Federal Civilian sales territory left Recorded Future, resulting in
Wilson inheriting his sales territory. Id. ¶¶ 83–84.
In October 2020, Coelho was terminated. Id. ¶¶ 88. Chief Revenue Officer Todd
Chronert considered Wilson, among others for the position, and viewed Wilson as having the
qualities Chronert was looking for, “maturity, acumen, presence, leadership, communication,
subject matter expertise[,]” without anything about his leadership that Chronert would consider a

2 The court does not consider facts drawn from that former employee’s settlement letter, which
Defendants object to under Fed. R. Evid. 408. See Defs.’ Reply 5 [Doc. No. 5].
detriment although, as to attitude, Chronert “didn’t necessarily feel that Craig was always a
positive individual.” Ex. 111, Chronert Dep. 37:19–38:14 [Doc. No. 70-1]. Wilson mentioned his
interest in the position and had significant management experience in addition to his success in
sales, but Recorded Future’s leadership did not have conversations with him about the

opportunity. Ex. 75, Wilson Dep. 122:19–123:4 [Doc. No. 55-1]. There was no application
process for the promotion to that position. Id. at 116:20–117:2.
Instead, Starnes was promoted to fill Coelho’s position, reporting to Chronert. PSOF
¶¶ 91, 97 [Doc. No. 56]. Chronert told Wilson that Chronert and CEO Ahlberg would mentor
Starnes. Ex. 75, Wilson Dep. 117:6–23 [Doc. No. 55-1]. After Starnes’ promotion, the Public
Sector Team consisted of Starnes as leader, Wilson as account executive servicing the entire
Federal Civilian sales territory, and two others (ages 29 and 35) servicing the DOD/IC sales
territory. PSOF ¶¶ 1, 96 [Doc. No. 56].
In 2020, Wilson received an award as “the top ARR [annual recurring revenue]
salesperson” for selling $2 million, which was “more dollars than anyone else” eligible for the
award. Ex. 111, Chronert Dep. 89:19–90:13 [Doc. No. 70-1].3 He also exceeded quota

expectations by attaining 220% of his new & upsell (“N&U”) quota and 292% of his renewal
quota for that year. Ex. 92A, Commission Statement at ECF p.3 [Doc. No. 55-18].
D. Changes After Starnes’ Promotion
1. 2020: Discussion of Changes to Wilson’s Territory
On October 6, 2020, the day after Starnes’s promotion to fill Coelho’s position, Wilson
was informed of Starnes’s intention to split his territory due to “an open headcount.” Although it

3 Starnes sold $5.5 million but was not eligible for the award due to the timing of her promotion.
Id. at 90:11–25.
was Starnes’ view that Wilson was effectively covering particular accounts and would be
compensated for that work, Starnes expected to assign those accounts to other employees as the
team expanded. Ex. 9, Starnes Dep. 71:13–72:16 [Doc. No. 70-2]. Starnes provided Wilson with
an opportunity to influence which Federal Civilian accounts he would retain following the

restructuring. PSOF ¶ 103 [Doc. No. 56].
On October 6, 2020, for example, Wilson emailed Starnes a “Territory Spreadsheet”
dividing the Federal Civilian Territory between himself and two others listed as “TBD.” Ex. 40
at RF0005224–25 [Doc. No. 49-40]. On December 3, 2020, Starnes emailed a
“CivilianTerritories” spreadsheet to Wilson with the question, “Are we good with this list?” and
Wilson responded, “I’m good with this.....and thank you for checking.” Ex. 42 at RF0022187
[Doc. No. 49-42].
2. Additions to the Composition of the Public Sector Team
Between December 2020 and February 2021, two new hires (aged 33 and 37) and two
transfers from other teams (aged 30 and 33) were added to the Public Sector Team. PSOF ¶¶ 1,

116–17, 121–22 [Doc. No. 56].
3. Changes to Wilson’s Quotas
In January 2021, Starnes established the 2021 sales quotas for the Public Sector Team. Id.
¶¶ 123, 129–31. As compared with the 2020 Plan, under Wilson’s 2021 Sales Compensation
Plan (“2021 Plan”), his N&U quota increased from $1.25 million to $1.95 million and his
renewal quota increased from $1 million to $4.5 million; his renewal commission rate went
down from 7.2% to 1.7% and his N&U commission rate went down from 6% to 3.97%. Compare
Ex. 29, 2020 Sales Compensation Plan 4 [Doc. No. 49-29], with Ex. 49, 2021 Sales
Compensation Plan 4 [Doc. No. 49-49]; see PSOF ¶¶ 156–58 [Doc. No. 56]. Wilson emailed
Chronert and Starnes: “In my professional career I have never received a more insulting comp
plan.” Ex. 46 at RF0018241 [Doc. No. 49-46]; see also Ex. 7, Chronert Dep. 85:19–24, 86:23–
87:1, 87:10–16 [Doc. No. 70-1] (Wilson took issue with increase in N&U quota and decrease in
rates).4

After speaking with Wilson over the phone about these frustrations, Chronert offered
Wilson a “make-bonus” (i.e., “Hit your number, and I’ll pay you.”) of $20,000 if he achieved his
N&U quota and $10,000 if he achieved his renewal quota. Ex. 7, Chronert Dep. 83:8–25 [Doc.
No. 70-1]; PSOF ¶¶ 151–52 [Doc. No. 56]. Wilson was the first to be offered this make-bonus in
2021 but such bonuses later became a standard for sales compensation plans. Ex. 7, Chronert
Dep. 92:7–93:1 [Doc. No. 70-1]; PSOF ¶ 154 [Doc. No. 56]. The make-bonus amounts were
incorporated into Wilson’s 2021 Plan, which he executed on March 9, 2021. PSOF ¶¶ 155, 158
[Doc. No. 56].
A month later, on April 16, 2021, Starnes informed Wilson by email of changes to the
sales territories he would be covering “as part of the revamping of the Civilian territories”

together with the onboarding of new account executives. PSOF ¶¶ 164–65 [Doc. No. 56]. Wilson
replied, copying Chronert: “So only 3 Accounts? . . . And to be clear, no adjustment to my new

4 Other account executives on the Public Sector Team were also frustrated with their 2021 sales
compensation plans, PSOF ¶¶ 159–60 [Doc. No. 56], and also saw their 2021 N&U quotas
increased over 2020, see id. ¶ 161 (Matthew Bednar: increase from $900,000 to $1.15 million);
id. ¶ 162 (Andrew Chilcoat: increase from $820,000 to $1.15 million); id. ¶ 163 and Ex. 90C at
RF0173374 [Doc. No. 55-16] (Christopher Kash: increase from $600,000 to $1.95 million).
Their commission rates also decreased: Bednar’s renewal commission rate decreased from 3.8%
to 2.41% and N&U commission rate decreased from 8.56% to 7.3%; Chilcoat’s renewal
commission rate decreased from 5.8% to 4.43% and N&U commission rate decreased from
8.54% to 6.7%; and although Kash’s commission renewal rate increased from 1.93% to
2.4154%, his N&U commission rate decreased from 7.92% to 3.94%. Compare Ex. 90, 2020
Sales Compensation Plans [Doc. No. 55-16], with Ex. 91, 2021 Sales Compensation Plans [Doc.
No. 55-17]. None was assigned a lower commission rate on renewals than Wilson.
business quota? This is an adjustment being made just weeks after signing my 2021 comp plan?
This is truly insane! . . I am now being told just weeks after signing my comp plan that my
territory is being cut Dramatically!” Ex. 51 at RF0018945 [Doc. No. 49-51].
Wilson followed up by email to Starnes and Chronert on May 4 seeking further clarity on

the impact of the territory change, including as to the accounts in his territory, his quota, the
impact on his proposed compensation plan, and whether he “would get to close everything in
[his] pipeline through the end of the year with no splits[.]” Ex. 54 at RF0019268 [Doc. No. 49-
54]. On May 10, Starnes replied with a list of 83 accounts that would remain in his sales territory
following the transition, PSOF ¶ 173 [Doc. No. 56], and informed him that a certain percentage
of his current pipeline resided in certain accounts and that he would receive commission splits
for 81 qualified opportunities, Ex. 54 at RF0019267–68 [Doc. No. 49-54].5
On May 13, Wilson emailed Starnes:
Not only is my normal comp now harder to achieve, but with 75% less addressable
territory, it is frustrating that no concessions were made on quota or this [make-
bonus]. It’s a double whammy. I have spent the first 5+ months of my year focused
on developing relationships with customers and partners that will no longer benefit
me in my new territory. . . . I have opportunities I have worked over a year on that
have literally vanished. Upsell opportunities I have been working on that were very
promising are gone as well. Trying to play catch up 3 months before the Civilian
buying season will be a challenge.
Ex. 55 at RF0019299 [Doc. No. 49-55].

5 Dan Goldstein, a 27-year-old who joined the group in May 2021, received all commissions on
certain accounts transferred to him from Wilson, and Wilson received no commissions on these
accounts. See PSOF ¶¶ 1, 182 [Doc. No. 56]; Ex. 82A, Gorton Report 3 [Doc. 55-8] (identifying
transferred accounts). Compare Ex. 93D, Goldstein Commission Statement at ECF pp. 11–12
[Doc. No. 55-19], with Ex. 93J, Wilson Commission Statement at ECF pp. 31–32 [Doc. No. 55-
19].
On June 26, a DocuSign request was sent to Wilson with an addendum, dated May 1,
2021, adjusting Wilson’s renewal quota down from $4.5 million to $3.94 million. Ex. 57 at
RF0132787 (DocuSign request) [Doc. No. 49-57]. Compare Ex. 49 at RF0018595 (2021 Plan)
[Doc. No. 49-49], with Ex. 56 at CW-000084 (unexecuted addendum) [Doc. No. 49-56]. The

record does not show that the addendum was ever executed.
E. Wilson’s Performance in 2021
Several of Wilson’s 2020 accounts were not renewed in 2021.
Wilson closed USG#26 in 2020. Ex. 121 at RF0016667 (“Win Flash” Email) [Doc. No.
55-47]; PSOF ¶ 186 [Doc. No. 56]. Wilson and Recorded Future’s leadership understood this to
be an “unusual” deal related to the 2020 presidential election and thus of a type that “typically
means that they don’t come back[.]” Ex. 109, Ahlberg Dep. 82:3–83:4 [Doc. No. 55-35]; see also
Ex. 114, Solomon Dep. 117:20–118:3 [Doc. No. 55-40] (“the likelihood that it could continue as
annual recurring revenue is extremely low”). The deal’s non-renewal impacted Wilson’s quota
for eligible renewals; had it been designated as a one-time deal rather than an ARR deal that

could be renewed, it would have been part of Wilson’s 2020 N&U quota instead. PSOF ¶¶ 190–
92 [Doc. No. 56]. Wilson did not designate this or any other deal as either a recurring or one-
time deal and was never told that he could re-designate deals within Recorded Future’s systems.
Ex. 119, Craig Wilson Decl. ¶ 2 [Doc. No. 55-45].
An account that Wilson was covering for someone else, USG#1, also was not renewed.
See Ex. 9, Starnes Dep. 262:13–263:11 [Doc. No. 70-2]. At some point between December 2020
and May 2021, the account was pulled from Wilson, and Starnes “made it very known that she

6 In accordance with the court’s Electronic Order [Doc. No. 47], the parties have used “USG#” to
refer to specific accounts. See Def.’s Mem. 5 n.1 [Doc. No. 50].
was covering it until we find a replacement.” Ex. 78, Bednar Dep. 255:25–256:19 [Doc. No. 55-
4]; see id. at 256:3–11 (recalling account was pulled from Wilson around the time Goldstein and
Crivelli joined); PSOF ¶¶ 110, 182 (Crivelli joined in December 2020 and Goldstein joined in
May 2021). Starnes “took command of it and didn’t service the account, didn’t speak to them. It

was pulled from Craig. It wasn’t his account anymore. No one was covering it.” Ex. 78, Bednar
Dep. 297:16–22 [Doc. No. 55-4]. Starnes nonetheless attributed the account’s churn to Wilson
because “[h]e is the account executive[.]” Ex. 113, Starnes Dep. 265:18–266:4 [Doc. No. 70-2].
Another account, USG#13, also was not renewed. This non-renewal was because of
issues raised by the client relating to disability access for one of its employees and deficiencies in
Recorded Future’s software with regard to such access, which Recorded Future committed to
addressing “by the end of 2022.” Ex. 115, Donahoe Dep. 137:8–147:7 [Doc. No. 55-41].
For another account, USG#3, Wilson moved the opportunity “into commit for the
current quarter” and set a close date of March 26, 2021, but the deal did not close until June 3,
2021. PSOF ¶¶ 193, 196 [Doc. No. 56]. The delay in its closing “had to do with circumstances

outside of Recorded Future’s (and [Wilson’s]) control. Specifically, there was in issue internal to
[USG#3] concerning the procurement vehicle for the deal . . . due to its own internal workings.”
Ex. 81, Williams Decl. ¶ 17 [Doc. No. 55-7]. Ahlberg tracked this particular deal closely and
“would have preferred that it arrive on the commit date.” Ex. 7, Chronert Dep. 125:22–126:19
[Doc. No. 70-1].
In a June 2021 email, Chronert congratulated Wilson on “absolutely annihilating [his] Q2
sales objective” and described him as being “in position A going into the big Federal spend
quarter[.]” Ex. 98 at RF0019548 [Doc. No. 55-24]. He explained that Wilson’s sales had to be
“close to the best single quarterly performance in company history.” Id. Ahlberg responded to
Chronert’s email, writing, “amazing” and “Dude. Bananas.” Id. Almeida responded to the email,
writing, “Incredible – well done and consistently well done!” Id. Wilson’s closing of USG#3 for
more than $900,000 “made it one of the largest accounts to date in the public sector group, if not
in the sales organization as a whole.” Ex. 81, Williams Decl. ¶ 18 [Doc. No. 55-7].

On September 30, 2021, Wilson hit his N&U quota for 2021. Ex. 93J, Commission
Statement at ECF p.2 [Doc. No. 55-19]. He also achieved $3.3 million in renewals before his
termination—roughly 73% of his quota pursuant to the 2021 Plan or 85% of his quota pursuant
to the unexecuted addendum reducing his quota. See id.; Ex. 49 at RF0018595 (2021 Plan) [Doc.
No. 49-49]; Ex. 56 at CW-000084 (unexecuted addendum) [Doc. No. 49-56]. The $3.3 million
figure exceeded that of all other account executives in the Public Sector Team for all of 2021.
Compare Exs. 93A–93I, Commission Statements [Doc. No. 55-19]. As of September 30,
Wilson’s combined attainment of both quotas in Q3 2021 was superior to all but one of the other
account executives on the Public Sector Team. See Ex. 89, 2021 Global Quota Attainment
Spreadsheet 3 (cells AI:85–94) [Doc. No. 55-89].

F. Performance Improvement Plans for Other Public Sector Team Members
Recorded Future’s undated employee handbook provides that if “for any reason your
performance deteriorates or your behavior becomes unacceptable and this cannot be resolved
through informal discussion,” Recorded Future “may” take the following steps outlined in its
Disciplinary Procedure: (1) verbal warning, (2) written warning, (3) “final written warning
and/or a performance improvement plan,” and (4) dismissal. Ex. 83, Undated Futurist Handbook
10–11 [Doc. No. 55-9]. However, “[d]epending on the severity of the misconduct, or the
deterioration of performance, the Company reserves the right to proceed immediately to a final
written warning, or immediate termination of employment and benefits.” Id. The handbook also
outlines the general structure of Performance Improvement Plans (“PIP”), which are remedial in
nature. Id. The version of the handbook updated in August 2021 provides substantially similar
guidance. See Ex. 129, August 2021 Futurist Handbook 10 [Doc. No. 60-6].
Starnes considered terminating or looking into remedial performance improvement plans

(“PIP”) for seven individuals, including Wilson. Ex. 113, Starnes Dep. 350:10–20 [Doc. No.70-
2].
In April or May 2021, Starnes placed Andrew Chilcoat on a PIP. Id. at 350:10–11; Ex.
88, Chilcoat PIP [Doc. No. 55-14]. Chilcoat was 33 years old at the time. PSOF ¶ 1 [Doc. No.
56]. Chilcoat failed to close any deal in Q1 2021 on time and was “only forecasting 70%” of his
N&U quota for Q2 2021. Ex. 88, Chilcoat PIP [Doc. No. 55-14]. In Q3 2021, he attained 1.71%
of his N&U quota. Ex. 89, 2021 Global Quota Attainment Spreadsheet 3 (cell AI:85) [Doc. No.
55-15]. He nevertheless remained employed with Recorded Future until he voluntarily left in
July 2022. Ex. 11 at RF0173381 (chart of hire and termination dates) [Doc. No. 49-11]. Starnes
thought it was worthwhile putting him on a PIP because “[h]e is a more junior rep, and [she] felt

that he had demonstrated behaviors that could be improved upon.” Ex. 113, Starnes Dep.
351:19–352:2 [Doc. No. 70-2]. She “wanted to retain him on the team, and [she] wanted to see
him improve.” Id. at 169:3–6.
Starnes was also looking at the performance of Dan Goldstein “after two inadequate
quarters.” Ex. 113, Starnes Dep. 350:12–13 [Doc. No. 70-2]. Goldstein is 18 years younger than
Wilson. PSOF ¶ 1 [Doc. No. 56]. He attained only 3.1% of his N&U quota for 2021. Ex. 89,
2021 Global Quota Attainment Spreadsheet 4 (cell BA:88) [Doc. No. 55-15]. Starnes was
“disappointed by certain engagements with Mr. Goldstein in . . . the way he conducted his
professional behavior. . . . He was just readily frustrated when things did not go his way. . . . [H]e
would have strong vocal outbursts . . . He rose his voice.” Ex. 113, Starnes Dep. 86:9–87:14
[Doc. No. 70-2]. She had “weekly one-on-ones” with Goldstein to help him with his job
performance. Id. at 96:6–11. He remained with Recorded Future until the spring of 2022, when
he left voluntarily. Id. at 95:17–96:5; Ex. 11 at RF0173381 (chart of hire and termination dates)

[Doc. No. 49-11].
Starnes did not put Wilson on a PIP. At her deposition, she explained that she did not do
so because “[i]t was just my personal opinion that based on engagements and lack thereof, that it
was not worthwhile to go through the exercise of putting him on” such a plan. Ex. 113, Starnes
Dep. 350:21–351:9 [Doc. No. 70-2].
G. Wilson’s Termination
Starnes and Chronert first discussed terminating Wilson between March and June 2021
because in Starnes’ view, Wilson was not meeting the expectations “of a seasoned seller.” Ex.
113, Starnes Dep. 335:12–337:3 [Doc. No. 70-2]. In the course of approximately three
conversations with Chronert, she “did nothing” to document or address any concerns about

Wilson’s performance. Id. at 337:18–338:3. Treasa Law, the Director of Human Resources, had
no recollection of any plan or suggestion in place that Wilson might be terminated or that any
intervention or discipline was planned. Ex. 118, Law Dep. 62:5–64:14 [Doc. No. 55-44].
Either Starnes, with Chronert’s approval, or Starnes and Chronert together, made the
decision to terminate Wilson’s employment. Ex. 113, Starnes Dep. 316:15–17 [Doc. No. 70-2]
(testifying that she, “with Todd Chronert,” made the decision to terminate Wilson’s
employment); Ex. 111, Chronert Dep. 218:8–10 [Doc. No. 70-1] (testifying that Starnes made
the decision to terminate Wilson). Either way, Chronert provided his approval for the
termination, and had the authority to block Wilson’s termination but did not do so. PSOF ¶¶ 221,
223–24 [Doc. No. 56]. Stu Solomon, the President and Chief Operating Officer based in North
Carolina and to whom Chronert reported, also had the power to block Wilson’s termination but
did not do so. Id. ¶¶ 1, 93, 226. Ahlberg and Almeida were informed of the decision to terminate
Wilson before it was communicated to him. Id. ¶¶ 229, 231. Treasa Law, the Director of Human

Resources based in Massachusetts, assisted Starnes in facilitating the termination process, but did
not make the decision to terminate Wilson. Id. ¶¶ 1, 232–33.
Starnes represented to Human Resources in preparation for Wilson’s termination that
Wilson had churned over $1 million in business, equating to “roughly 20% of his renewal book
of business[.]” Ex. 66 at RF0028180 [Doc. No. 49-66]. In calculating this high churn percentage,
she also represented that his “Q3 Renewal Quota” was $3.6 million, see id.,7 when his renewal
quota set forth in his 2021 Sales Compensation Plan was $4.5 million and the renewal quota set
forth in the unexecuted May 2021 addendum was $3.94 million. See Ex. 49 at RF0018595 (2021
Plan) [Doc. No. 49-49]; Ex. 56 at CW-000084 (unexecuted addendum) [Doc. No. 49-56].
Recorded Futures communicated its decision to terminate Wilson’s employment on

October 1, 2021. PSOF ¶ 218 [Doc. No. 56]. This was one day after he attained his N&U quota
for 2021. See Ex. 93J, Commission Statement at ECF p.2 [Doc. No. 55-19]. He received nothing
in writing as to the reason for his termination; instead, Starnes and Law held a termination
meeting with Wilson over Zoom, during which Starnes “thanked [Wilson] for his efforts and his
time at Recorded Future, but [said] that we were planning to do a reorganization and eliminate

7 Wilson asserts that this figure represents his renewal quota for all of 2021, not just for Q3. See
Pl.’s Statement of Add’l Material Disputed Facts ¶ 388 [Doc. No. 56]; Opp. 7 [Doc. No. 54].
Defendants have not challenged the assertion.
his role. And through that, I appreciated everything that he had done.” Ex. 113, Starnes Dep.
371:6–13 [Doc. No. 70-2].
Starnes provided differing reasons for the termination. At her deposition, she testified that
she terminated Wilson because of “the reorganization of the team and the restructuring,” but also

because of “team behavior, and lack of team morale and participation, and the renewals
churning[.]” Ex. 9, Starnes Dep. 3539–17 [Doc. No. 70-2]; see also id. at 316:3–12, 316:20–
317:11 (concerns about churn and “lack of execution as it relates to renewals”). Chronert
reported in his deposition that the reasons for terminating Wilson included “performance,
protesting of decisions, lack of detail, failure at performance on renewals, [and] missed
commitments.” Ex. 7, Chronert Dep. 218:11–20 [Doc. No. 70-1].
As to attitude, Starnes testified that Wilson “was not proving to be a good team player
and distracting from team meetings and team morale.” Ex. 9, Starnes Dep. 317:1–11 [Doc. No.
70-2]. She questioned his commitment and noted her “lack of ability to get in touch with
[Wilson] throughout the day.” Id. at 317:12–17. Chronert testified that he also witnessed a

“negative” and “immature” attitude by Wilson on team calls, in the sense that he put up “too
much protest” and the way “he presented [disagreement] should have been more professional.”
Ex. 7, Chronert Dep. 220:23–222:18 [Doc. No. 70-1]. Charlie Williamson, who worked closely
with Wilson, said he heard differing explanations from Starnes about why Wilson was
terminated: first that it was due to “an ‘attitude’ issue,” and several months later that it was
“because [Wilson] was more interested in his real estate license than his job for Recorded
Future.” Ex. 79, Williamson Decl. ¶ 9 [Doc. No. 55-5].
H. Post-Termination Payments
From October 5–19, 2025, Wilson corresponded with Treasa Law in Human Resources
because “there were a couple of discrepancies [he] was supposed to discuss with [Starnes] the
day [he] was terminated.” Ex. 106 at RF0028496 (Oct. 5, 2021 email) [Doc. No. 55-32]. After

going back and forth about personnel files and calculations of Wilson’s commissions and make-
bonus, Wilson wrote on October 18, “I noticed my commissions and bonus were not included in
the payment on [October] 15th.” Id. at RF0028493 (Oct. 18, 2021 email). Law responded the
next day: “I connected with Finance today and it seems there was a misunderstanding on
processing. They are finalizing the commission / bonus amount today and will cut a check ASAP
(this week) which will also be a direct deposit into your account.” Id. (Oct. 19, 2021 email).
As to one of his commission payments, Wilson also told Law that USG#4A “is a new
customer and the total sale was $81,600[.] I am not sure why but the ARR is showing up as
$34,608 when it should be the full amount $81,600[.]” Id. at RF0028495 (Oct. 10, 2021 email).
Law wrote back that “$46,992 of this deal was counted as renewal ARR to offset the churn on

the [USG#4] renewal. The remainder was counted as upsell.” Id. at RF0028494 (Oct. 14, 2021
email). Chronert explained in his deposition that “if a customer ‘churns,’ whether it’s a full
license or partial license . . . we lose that money, obviously. . . .” Ex. 7, Chronert Dep. 184:24–
185:2 [Doc. No. 70-1]; see also PSOF ¶ 72 [Doc. No. 56] (churn occurs when a customer’s
existing contract expires without a renewal). Chronert stated further that “[i]f we’re able to win
that back, whatever portion we had lost, the new order counts against that. So we call that
‘reverse churn.’” Ex. 7, Chronert Dep. 185:4–6 [Doc. No. 70-1]. Reverse churn is applied to an
account executive’s renewal quota. Id. at 185:19–22; Ex. 9, Starnes Dep. 334:14–22 [Doc. No.
70-2]. “[R]everse churn is only for 365 days from expiring or churn date.” Ex. 7, Chronert Dep.
186:11–12 [Doc. No. 70-1]. If a seller is able to bring a customer back after 366 days, “then that
would actually be considered a new logo.” Id. at 186:2–9.
I. Post-Termination Changes to the Public Sector Team
Following Wilson’s separation from Recorded Future, Starnes restructured the Federal
Civilian sales territory. PSOF ¶ 268 [Doc. No. 56].

II. Standard of Review
Under Rule 56 of the Federal Rules of Civil Procedure, summary judgment is appropriate
when “the movant shows that there is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A fact is material when, under
the governing substantive law, it could affect the outcome of the case. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986); Baker v. St. Paul Travelers, Inc., 670 F.3d 119, 125 (1st
Cir. 2012). A dispute is genuine if a reasonable jury could return a verdict for the non-moving
party. Anderson, 477 U.S. at 248.
The moving party bears the initial burden of establishing the absence of a genuine dispute

of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). This burden can be satisfied
in two ways: (1) by submitting affirmative evidence that negates an essential element of the non-
moving party’s claim or (2) by demonstrating that the non-moving party failed to establish an
essential element of its claim. Id. at 323–25.
Once the moving party establishes the absence of a genuine dispute of material fact, the
burden shifts to the non-moving party to set forth facts demonstrating that a genuine dispute of
material fact remains. Id. at 324. The non-moving party cannot oppose a properly supported
summary judgment motion by “rest[ing] on mere allegations or denials of [the] pleadings.”
Anderson, 477 U.S. at 248. Rather, the non-moving party must “go beyond the pleadings and by
[his or] her own affidavits, or by the ‘depositions, answers to interrogatories, and admissions on
file,’ designate ‘specific facts showing that there is a genuine issue for trial.’” Celotex, 477 U.S.
at 324 (quoting Fed. R. Civ. P. 56(e)). Disputes over facts “that are irrelevant or unnecessary”
will not preclude summary judgment. Anderson, 477 U.S. at 248.

When reviewing a motion for summary judgment, the court must take all properly
supported evidence in the light most favorable to the non-movant and draw all reasonable
inferences in the non-movant’s favor. Griggs-Ryan v. Smith, 904 F.2d 112, 115 (1st Cir. 1990).
“Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences
from the facts are jury functions, not those of a judge . . . ruling on a motion for summary
judgment . . . .” Anderson, 477 U.S. at 255.
III. Discussion
A. Age Discrimination Claims (Counts I–II)
1. Age Discrimination Under the ADEA (Count I)
Under the ADEA, courts apply a three-step burden-shifting framework. See McDonnell

Douglas Corp. v. Green, 411 U.S. 792, 802–05 (1973); see also Yee v. Massachusetts State
Police, 481 Mass. 290, 294, 121 N.E.3d 155 (2019) (applying McDonnell Douglas framework to
claim brought under M.G.L. c. 151B). First, a plaintiff must establish a prima facie case of age
discrimination: “(i) at the relevant time the plaintiff was a member of the protected class; (ii) the
plaintiff was qualified for the job; (iii) the plaintiff suffered an adverse employment action; and
(iv) the adverse employment action occurred under circumstances giving rise to an inference of
discrimination, such as the fact that the plaintiff was replaced by someone ‘substantially
younger.’” Rinsky v. Cushman & Wakefield, Inc., 918 F.3d 8, 29 (1st Cir. 2019). Second, if the
plaintiff meets this burden, a presumption of discrimination arises, and the burden shifts to the
defendant to rebut the presumption by articulating a legitimate, non-discriminatory reason for the
adverse employment action. See McDonnell Douglas, 411 U.S. at 802; Santiago-Ramos v.
Centennial P.R. Wireless Corp., 217 F.3d 46, 54 (1st Cir. 2000). Third, “with the initial
presumption of discrimination removed, it falls upon the employee to ‘present sufficient

evidence to show both that the employer’s articulated reason ... is a pretext and that the true
reason is discriminatory. . . . Plaintiffs may use the same evidence to support both
conclusions[.]” Santiago-Ramos, 217 F.3d at 54 (internal quotation marks and citation omitted).
Recorded Future does not contest the existence of a prima facie case for purposes of its
motion, see Defs.’ Mem. 8 n.2 [Doc. No. 50], and articulates the following non-discriminatory
reasons for the termination of Wilson’s employment: “(i) Wilson churned more than $1 million
of business; (ii) Wilson displayed a poor attitude; (iii) Wilson exhibited a poor work ethic; and
(iv) the Company expected Wilson would continue to impede its attempts to restructure the
Federal Civilian sales territory.” Id. at 8–9.
The court finds that Wilson has met his evidentiary burden of showing that a jury could

find each of these reasons was pretextual. As to sales performance generally, a jury could find
based on the record before the court that Wilson had an outstanding track record of success
exceeding quota expectations, winning awards for his performance, and achieving a percentage
of his quota either on par with or superior to that of most of his peers both in 2020 and 2021. A
jury may find that the company’s asserted loss due to Wilson’s churn is pretextual in light of the
fact that he sold $3.3 million in renewals for 2021 at the time of his termination, which was more
than any other account executive on the Public Sector Team. As to churn specifically, Wilson
has presented sufficient evidence to establish a material dispute as to how that was calculated. He
has shown that his actual renewal quota changed at least twice, and that Starnes represented to
HR in preparation for Wilson’s termination a figure of his achieved quota that was inconsistent
with the record evidence. He has also shown that his responsibility for the non-renewal of at least
two accounts, which contribute to the calculation for his eligible renewals and therefore his
churn, is a disputed material fact. See Ex. 109, Ahlberg Dep. 82:3–83:4 [Doc. No. 55-35]

(acknowledging USG#2 was an “unusual” deal related to the 2020 presidential election and thus
of a type that “typically means that they don’t come back”); Ex. 78, Bednar Dep. 297:16–22
[Doc. No. 55-4] (USG#1 churned because “it wasn’t assigned to a rep” and “[Starnes] took
command of it and didn’t service the account”). Furthermore, a jury could reasonably find
pretext from the absence of evidence that he was put on notice of any deficiencies with churn
prior to his termination.
As to attitude and work ethic, Wilson has shown that the criticisms raised against him are
contradicted by the speakers themselves, see, e.g., Ex. 111, Chronert Dep. 37:19–38:14 [Doc.
No. 70-1] (Chronert testifying Wilson had the qualities of “maturity, acumen, presence,
leadership, communication, subject matter expertise” that he sought in a leader), as well as by

company leadership and colleagues who have worked closely with Wilson. Wilson has also
shown that Starnes took disparate approaches with younger account executives on her team who
displayed performance or attitude issues, such as Chilcoat and Goldstein, including placing them
on a PIP rather than firing them, and that age may have been a factor in those approaches.
Moreover, not only was Wilson not placed on a performance improvement plan, there is no
record that he was ever counseled or warned about his attitude or work ethic. Finally, Wilson has
shown a material dispute underlying the criticisms of specific accounts, such as the delay in
closing USG#3 due to the client’s internal operations and the non-renewal of USG#13 due to
disability access issues Recorded Future did not commit to resolving in time.
As to restructuring, Recorded Future’s explanation ultimately circles back toward
attitude, where Starnes “believed Wilson would not be amenable to the Company’s plans to
restructure the Federal Civilian sales territory.” Defs.’ Mem. 13 [Doc. No. 50]. The only
evidence proffered is that, “in April 2021, Wilson sent an unprofessional e-mail to Starnes and

Chronert expressing his protest with the Company’s decision.” Id. A jury could reasonably find
that both the need to restructure and the belief that Wilson would impede that restructuring are
pretextual where, as discussed above, there are disputed issues of fact as to Wilson’s
performance as he covered the open sales territory, and disputed issues of fact as to perceptions
of Wilson’s attitude in the company.
Moreover, Wilson has put forth evidence from which a jury could reasonably find age
bias: Starnes joked about a former employee’s complaint of age discrimination, described older
employees as “lazy” and “storytellers” while describing younger employees as “high energy,”8
and disparately treated employees’ performance and attitude issues, including by offering
younger employees, but not Wilson, performance improvement plans rather than termination.

Accordingly, the court finds Wilson has met his burden at step three of the McDonnell
Douglas framework. Recorded Future’s motion for summary judgment on Count I, the ADEA
claim is DENIED.

8 Recorded Future argues on reply that the “high energy” comments are “isolated references”
made in Starnes’ deposition two years after the termination and thus have no temporal or causal
connection to the decision at issue here, citing caselaw that “stray comments” standing alone are
insufficient to meet the plaintiff’s burden. See Reply 7–8 [Doc. No. 61]. But the “high energy”
remarks do not stand alone here, and a jury could reasonably consider them with the other
evidence in the record.
2. Age Discrimination Under Chapter 151B (Count II)
The parties dispute whether Massachusetts law applies to Wilson’s allegations of age
discrimination given that he worked principally from Virginia. Chapter 151B provides in
relevant part that “an employer in the private sector” cannot “because of the age of any

individual, . . . bar or [] discharge from employment [an] individual, or [] discriminate against
such individual in compensation or in terms, conditions or privileges of employment, unless
based upon a bona fide occupational qualification.” M.G.L. c. 151B, § 4(1B). Chapter 151B
must be “construed liberally for the accomplishment of its purposes.” Id. § 9.
In determining if venue was proper, the Supreme Judicial Court of Massachusetts has
held that it “do[es] not read G.L. c. 151B so narrowly as to mean that conduct constituting an
unlawful termination can occur in only one place.” Cormier v. Pezrow New England, Inc., 437
Mass. 302, 306, 771 N.E.2d 158 (2002). “Such a confining interpretation would be inconsistent
with the realities of today’s employment world.” Id. As the court explained, “[a]n unlawful
employment practice may consist of many actions and decisions made far from where the

employee is physically located, between company officials who themselves are separated by
great distances, and may be implemented in one of many jurisdictions.” Id. An unlawful
employment practice may occur where the employee receives notice of his termination, where
the decision was made, or where “‘the core of the employment relationship’ lies.” Id. at 307.
Based on Cormier, courts “have applied 151B in situations where the employment decisions at
issue were made in Massachusetts, though their effects were felt in another state.” Turnley v.
Banc of America Investment Services, Inc., 576 F.Supp.2d 204, 219 (D. Mass. 2008).
The employment decision at issue is Wilson’s termination. Wilson does not dispute that
he was in Virginia when he received notice of his termination, but does dispute where the
decision was made. He contends that there is a “discrepancy in testimony about who made the
decision[,]” Opp. 21 [Doc. No. 54], but the only discrepancy is that either Starnes made the
decision “with Todd Chronert,” see Ex. 113, Starnes Dep. 316:15–17 [Doc. No. 70-2], or Starnes
made the decision alone, see Ex. 111, Chronert Dep. 218:8–10 [Doc. No. 70-1]. In either event,

Wilson admits that Chronert provided his approval for the termination. PSOF ¶ 221 [Doc. No.
56]. Wilson also admits that Stu Solomon, Chronert’s direct supervisor, had the power to block
Wilson’s termination but did not do so. Id. ¶¶ 93, 226. Neither Starnes, Chronert, nor Solomon,
were based in Massachusetts, see id. ¶ 1, and so their role in the termination does not implicate
Chapter 151B. Nor does the role of Treasa Law, the Director of Human Resources based in
Massachusetts, who Wilson admits assisted Starnes in facilitating the termination process but did
not make the termination decision. Id. ¶¶ 1, 232–33.
Wilson suggests that a jury could find that Ahlberg and Almeida, the CEO/President and
CFO/Treasurer who were both based in Massachusetts, had something to do with his termination
based on the fact that he interacted with them both on a daily or near-daily basis and their taking

an interest in Wilson’s work. See Opp. 21 [Doc. No. 54]. But Ahlberg testified to only “vaguely”
recalling that someone brought the termination to his attention sometime prior to Wilson being
told, and that he could not remember having any “emotional reaction” to the news. Ex. 109,
Ahlberg Dep. 108:20–110:15 [Doc. No. 55-35]. And Almeida similarly testified that, based on a
search of records, he had been informed by someone that Wilson’s employment was being
terminated, but he had no recollection of the details. Ex. 124, Almeida Dep. 146:16–148:22
[Doc. No. 60-1]. Where Wilson has presented no evidence that Ahlberg or Almeida made the
decision in whole or part to terminate him, and where the termination decision was made or
ratified by three levels of intermediate supervisors (Starnes, Chronert, Solomon) between Wilson
and Ahlberg and Almeida, a jury could not reasonably infer, based only on Wilson having
frequent contact with them and Ahlberg and Almeida being informed in advance, that Ahlberg or
Almeida participated in the decision to terminate Wilson’s employment.
Finally, Wilson has not met his burden of showing that the “core of the employment

relationship” as relevant to the discriminatory action complained of was in Massachusetts.
Although Recorded Future’s headquarters was in Massachusetts and Wilson was recruited from
there with an offer letter signed by Ahlberg, and commission plans were drafted and
administered in Massachusetts, Wilson worked, together with the rest of the Public Sector Team,
entirely from the Virginia (other than two trips to Massachusetts in 2019), under three levels of
supervisors not based in Massachusetts. PSOF ¶¶ 1, 41–43, 48–49 [Doc. No. 56]. As such, the
core of the employment relationship for purposes of Chapter 151B was not in Massachusetts.
Accordingly, the court finds that Chapter 151B does not apply to Wilson’s age
discrimination claims, and summary judgment is granted as to Count II.
B. Counts III–IV: Wage Claims

Counts III and IV claim violations of the Massachusetts Wage Act and the Virginia Wage
Payment Act, respectively.
As an initial matter, Defendants argue they are entitled to summary judgment on the
Massachusetts Wage Act claim because Massachusetts does not have the most significant
relationship to Wilson’s employment. Defs.’ Mem. 21 [Doc. No. 50]. Plaintiff contends that the
court need not make a choice-of-law determination as to the wage claim until trial. Opp. 23
[Doc. No. 54]. The court need not reach the choice-of-law question as to the wage claims at all
because, as explained below, Wilson fails to meet his burden on summary judgment as to these
claims under either state’s laws.
Wilson’s claims are principally focused on his commission for the USG#4A account, a
portion of which Recorded Future treated as a renewal to offset churn and the remainder of
which was treated as an N&U deal. Wilson contends that “the jury is entitled to find that this was
inappropriate and contrary to policy [as] they were separate accounts.” Opp. 22 [Doc. No. 54]

(citing PSOF ¶ 257). Wilson’s only explanations of why he views this as contrary to policy are
found in an email he sent to Treasa Law of Human Resources stating that the customer in
question “is a new customer[,]” Ex. 106 at RF0028495 (Oct. 10, 2021 email) [Doc. 55-32], and
his interrogatory response and expert’s report contending that it was a “new contract,” Ex. 70,
Wilson Third Supp. Interrog. Ans. 3 [Doc. No. 49-70]; Ex. 82A, Gorton Report 3 [Doc. 55-8].
But Wilson has offered no further support that USG#4A in fact involved a “new customer”
(rather than a different bureau of an existing or former customer) or that a new contract or
account related to an existing or former customer should not be counted as a renewal under
Recorded Future’s policies.9
Wilson separately contends that HR “admitted to errors in Wilson’s wages, resulting in

late payments after Plaintiff’s termination date.” Opp. 22 [Doc. No. 54]. However, any claim for
damages for late payment has been waived, where Wilson was asked to identify the sources of
his claimed damages and how they were computed, and made no mention of damages for late
payment of wages. See Ex. 70, Wilson Third Supplemental Interrog. Ans. No. 5 [Doc. No. 49-

9 Wilson’s citations to excerpts from the depositions of Starnes and Chronert only support the
general proposition that “reverse churn” is reflected on an account executive’s quota as renewal
“[i]f it was part of their renewal bucket” and, if not, then as “new and upsell[.]” Ex. 9, Starnes
Dep. 334:8–22 [Doc. No. 70-2]; see also Ex. 7, Chronert Dep. 185:19–22 [Doc. No. 70-1]
(reverse churn “would go towards the renewal quota”).
70] (identifying, inter alia, unpaid wages and treble damages on the unpaid wages, under the
Massachusetts Wage Act, but not mentioning damages for late payment of wages).
Accordingly, Recorded Future’s Motion for Summary Judgment is GRANTED as to the
wage claims (Counts III–IV).

C. Count V: Breach of Contract
Count V, Wilson’s breach of contract claim, is based on Recorded Future’s alleged
withholding of “promised compensation as described herein,” which “included commissions and
stock options.” Am. Compl. ¶¶ 125, 127 [Doc. No. 12].
The parties agree that that under both Virginia and Massachusetts law, a failure to pay an
employee’s complete wages is a breach of contract. See Defs.’ Mem. 23 [Doc. No. 50]; Opp. 25
[Doc. No. 54]. Where “parties concede that the approach to interpreting [a] Contract would be
the same under either legal regime” and when the resolution of such an issue “would not alter the
disposition of a legal question, a reviewing court need not decide which body of law controls.”
Okmyansky v. Herbalife Int’l of Am., Inc., 415 F.3d 154, 158 (1st Cir. 2005).

As discussed above, Wilson has presented no evidence from which a jury could infer that
the USG#4A account should have been treated differently.
Defendants contend that Delaware law applies to the claim regarding the stock options,
and point out that, under the Offer Letter, the grant of stock options was “[s]ubject to approval
by the Company’s Board of Directors.” PSOF ¶ 56 [Doc. No. 56] (emphasis added); Ex. 2 at
RF0028771 (Offer Letter) [Doc. No. 49-2]. In response, Wilson does not defend his breach of
contract claim based on the stock options in his Offer Letter. See Opp. 25 [Doc. No. 54] (arguing
stock options claim based solely on “the duty of good faith and fair dealing”); see also Reply 15
[Doc. No. 61].
Accordingly, Recorded Future’s Motion for Summary Judgment is GRANTED as to the
breach of contract claim (Count V).
D. Count VI: Breach of Duty of Good Faith and Fair Dealing
Count VI is a claim for breach of the duty of good faith and fair dealing and asserts that

“Recorded Future unlawfully and in bad faith impaired or destroyed the right of Mr. Wilson to
receive the fruits of [his employment] contract, including without limitation, by continually
contracting Mr. Wilson’s sales territory and expanding his quota in a manner that unfairly
deprived Mr. Wilson of earned commissions for work he performed, and by terminating Mr.
Wilson’s employment so as to avoid paying Plaintiff commissions and permitting his stock
options to vest.” Am. Compl. ¶ 130 [Doc. No. 12]. Viewing this as a claim under Fortune v.
National Cash Register Co., 364 N.E.2d 1251 (Mass. 1977), Defendants contend that
Massachusetts law does not apply and that, in any event, Wilson cannot establish a Fortune
claim. Defs.’ Mem. 26-28 [Doc. No. 50]. In opposition, Wilson asserts that the court need not
conduct a choice-of-law analysis and that under either Massachusetts or Delaware law, “where

Plaintiff relied on Recorded Future’s promise of 7,500 stock options in leaving his better-paying
job, the duty of good faith and fair dealing prohibited Recorded Future from misrepresenting that
[Recorded Future] would fulfill [its] promise.” Opp. 25 [Doc. No. 54]. Wilson rests his argument
entirely on his assertion that “Wilson reached out to Recorded Future’s internal recruiter in
Massachusetts to ask about what would happen to the stock options promised in his offer letter in
light of the acquisition” and, in response, the “recruiter assured Wilson that the Company’s
promises concerning issuance of stock options, including that he would receive 7,500 options at
the agreed-upon strike price, would be honored in its entirety.” Pl.’s Statement of Add’l Material
Disputed Facts ¶¶ 286, 288 [Doc. No. 56].
Defendants respond that Wilson did not plead a claim for misrepresentation in the
Amended Complaint. Reply 15 [Doc. No. 61]. The court agrees. Although Wilson did allege in
the underlying facts that he relied on Recorded Future’s offer of 7,500 shares to leave “an
otherwise higher-paying position” with another employer, and that the “bait-and-switch with

respect to Mr. Wilson’s stock options was the first of many times that the Company promised
Plaintiff one thing for his (diligent) work, and instead paid him less than had been represented[,]”
Am. Compl. ¶¶ 27–30 [Doc. No. 12], the specific cause of action at issue is not for detrimental
reliance or intentional misrepresentation, but a claim that Record Future took actions to deprive
him of contract rights in breach of its duty of good faith and fair dealing.
The only action taken to deprive him of stock options he expected to receive was the
Board of Directors’ vote. But critically, as Wilson acknowledges, the May 30, 2019, Offer Letter
provides: “Subject to approval by the Company’s Board of Directors, you will be granted a stock
option exercisable for 7,500 of the Company’s Common Stock at the fair market value per share
on the date of the grant.” PSOF ¶ 56 [Doc. No. 56] (emphasis added); Ex. 2 at RF0028771 (Offer

Letter) [Doc. No. 49-2]. Recorded Future’s promise of 7,500 stock options was thus conditioned
on approval by the Board of Directors. Wilson admits that neither the Board of Directors for
Recorded Future nor the Board of Directors for RF Parent approved the grant of 7,500 stock
options. PSOF ¶¶ 59 [Doc. No. 56]. To the extent Wilson was assured that “everything would be
honored” in the Offer Letter, it was: subject to the express conditions stated on the face of the
letter.
Moreover, to the extent Wilson suggests his conversation with the recruiter removed that
condition precedent, it would be unenforceable under Delaware law. Under the internal affairs
doctrine, Delaware law applies here “because stock option plans are considered matters
pertaining to the internal affairs of a corporation[,]” and “[t]he state with authority over a
corporation’s internal affairs is the state of incorporation.” Mariasch v. Gillette Co., 521 F.3d 68,
72 (1st Cir. 2008) (citing Harrison v. NetCentric Corp., 433 Mass. 465, 744 N.E.2d 622 (Mass.
2001)). Both Recorded Future and RF Parent were incorporated in Delaware at the relevant

times. PSOF ¶¶ 9, 12 [Doc. No. 56]. Under Delaware law, a “bilateral oral agreement creat[ing]
a ‘right’ to require the corporation to issue stock to the plaintiff within the meaning of Section
157 of the Delaware General Corporation Law, . . . is invalid under that section for lack of board
approval and a writing.” Grimes v. Alteon, Inc., 804 A.2d 256, 258 (Del. 2002). Wilson cites no
authority to the contrary. The cases on which Wilson relies are inapposite here because they
involve a misrepresentation concerning the duration of an employee’s position, see Merrill v.
Crothall-Am., Inc., 606 A.2d 96, 102 (Del. 1992) (“a rational jury could infer that Crothall never
intended that Merrill stay in the position longer than was necessary to secure a suitable
replacement”), or a board concealing its actions in breach of its fiduciary duties, see In re Tyson
Foods, Inc., 2007 WL 2351071, at *4 (Del. Ch. Aug. 15, 2007) (intentionally and deceptively

channeling corporate profits to chosen executives “suggests a scheme inherently beyond the
bounds of business judgment”).
Accordingly, Recorded Future’s Motion for Summary Judgment is GRANTED as to
Count VI, the breach of duty of good faith and fair dealing claim.
E. Count VII: Wrongful Termination
Count VII, Wilson’s wrongful termination claim, is voluntarily dismissed. See Opp. 9
[Doc. No. 54].
F. Count VIII: Quantum Meruit
Wilson’s quantum meruit claim “is pleaded as an alternative to Wilson’s contract claims
. . . in the event that the finder of fact holds that there was no enforceable contract requiring that
. . . all 7,500 stock options be awarded[.]” Opp. 29 [Doc. No. 54]. However, the agreement

between the parties—that Wilson would provide services in exchange for, among other things,
stock options subject to Board approval—was subject to a written contract. The quantum meruit
claim is therefore unavailable to him under either Virginia or Massachusetts law. See Morris v.
Taylor Commc’ns Secure & Customer Sols., Inc., 513 F. Supp. 3d 694, 702 (W.D. Va. 2021),
aff’d, 2023 WL 34267 (4th Cir. Jan. 4, 2023) (“implied contract actions such as quantum meruit
and unjust enrichment are unavailable when an express contract governs the dispute’s subject
matter”); see also Guldseth v. Fam. Med. Assocs. LLC, 45 F.4th 526, 541 (1st Cir. 2022) (“A
plaintiff is not entitled to recovery on an unjust-enrichment or quantum-meruit theory where
there is a valid contract that covers the same subject matter and defines the obligations of the
parties.”).

Accordingly, Recorded Future’s Motion for Summary Judgment is GRANTED as to
Count VIII, the quantum meruit claim.
IV. Conclusion
For the foregoing reasons, Defendants’ Motion for Summary Judgment [Doc. No. 48] is
GRANTED as to Counts II–VI and VIII, and DENIED as to Count I. As noted above, Count VII
is voluntarily dismissed.
IT IS SO ORDERED.
September 30, 2025 /s/ Indira Talwani
United States District Judge

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11149508. Public record. Not legal advice.