Susan Barsamian
Five9About Susan Barsamian
Susan Barsamian, age 65, has served on Five9’s Board since January 2021 and is an independent director under Nasdaq rules . She built a career leading sales, marketing, and enterprise security at Hewlett Packard Enterprise Software and earlier held leadership roles at Mercury Interactive and Verity, and she holds a B.S. with honors in electrical engineering from Kansas State University with post‑graduate studies at ETH Zurich . She currently sits on the boards of GEN Digital, Inc. and Box, Inc. and brings deep go‑to‑market, cybersecurity, and cloud expertise to Five9 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise Software (HPE) | Chief Sales & Marketing Officer | Nov 2016–Sep 2017 (through merger into Micro Focus) | Executive leadership across global sales/marketing; integration through merger |
| HPE | GM, Enterprise Security Products | Aug 2015–Nov 2016 | Led enterprise security product business |
| Hewlett Packard | Various leadership roles | 2006–2015 | Product and leadership roles (multiple) |
| Mercury Interactive | Leadership positions | Earlier career | Enterprise software leadership |
| Verity, Inc. | Leadership positions | Earlier career | Enterprise software leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GEN Digital, Inc. | Director | Current | Consumer cyber safety; public company board |
| Box, Inc. | Director | Current | Cloud content management; public company board |
| Kansas State University Foundation | Director/Trustee | Since Aug 2020 | Non‑profit board service |
| National Action Council for Minorities in Engineering (NACME) | Director; Chairman of the Board | 2012–2017; Chair 2016–2017 | Non‑profit leadership |
Board Governance
- Board class and tenure: Class II nominee for election at the 2025 Annual Meeting; Director since 2021 .
- Independence: Determined independent by the Board under Nasdaq standards .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member .
- Committee leadership: Not a chair; Audit Committee chair transitions to Maria Walker after the 2025 Annual Meeting; Compensation Committee chaired by Robert Zollars .
- Board leadership and lead independent director: Board chaired by CEO Michael Burkland; Lead Independent Director is David Welsh .
- Meetings and attendance: Board met 20 times in 2024; all directors then in office attended ≥75% of Board/committee meetings except Ms. Iskow (72%)—implying Ms. Barsamian met the 75% threshold . She attended the 2024 annual meeting of stockholders (May 14, 2024) .
- Committee activity levels (engagement context): Audit met 6x, Compensation met 4x, Nominating & Governance met 8x in 2024 .
Fixed Compensation (Director)
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Annual Board retainer (cash) | All non‑employee directors | $35,000 (2024 policy) |
| Committee member fee (cash) | Audit; Compensation; Nominating & Governance | $10,000; $7,500; $4,500 (2024 policy) |
| Committee chair fee (cash) | Audit; Compensation; Nominating & Governance | $20,000; $15,000; $9,000 (2024 policy) |
| Barsamian 2024 cash actually earned | Board retainer + Audit member + Compensation member | $52,500 (=$35,000 + $10,000 + $7,500) |
| 2025 policy changes | — | No changes for 2025 |
Performance Compensation (Director Equity)
| Equity Element | Policy/Grant Mechanics | Amount/Status |
|---|---|---|
| Annual RSU grant | $200,000 grant date fair value at each annual stockholders’ meeting; vests in full by next annual meeting/first anniversary/change‑in‑control (CIC) with service | 2024 value recognized: $199,991 for Ms. Barsamian |
| New director initial RSUs (if applicable) | $400,000 (3‑year ratable) + pro‑rated $200,000 one‑year RSU at appointment; vesting accelerates on CIC; eligibility for annual grant starts at second AGM after appointment | Not applicable (appointed in 2021) |
| Unvested RSUs outstanding (12/31/24) | Director‑level disclosure | 3,755 RSUs unvested |
| CIC treatment (director) | All unvested/outstanding director stock awards fully vest on CIC (per plan/policy) | Policy in place |
Barsamian’s 2024 director pay mix was predominantly equity (~$200k stock vs $52.5k cash), aligning director incentives with shareholder returns .
Other Directorships & Interlocks
- Current public company boards: GEN Digital, Inc.; Box, Inc. .
- Compensation Committee interlocks: None—Compensation Committee members (including Barsamian) were not Five9 officers, and no Five9 executive served on another company’s board/comp committee that also had its executive serving on Five9’s Board or Compensation Committee .
- Related party transactions: None since January 1, 2024 involving directors/executives/5% holders over $120,000; Audit Committee oversees related‑party reviews per policy .
Expertise & Qualifications
- Education: B.S. with honors, Electrical Engineering, Kansas State University; post‑graduate studies, ETH Zurich .
- Board skills matrix: Barsamian is marked proficient across executive leadership, public board, technology industry, financial, sales/marketing, enterprise risk management, cloud, cybersecurity/privacy, international expansion, and AI .
- Professional profile: Senior operating leadership in enterprise software, security, and go‑to‑market at HPE/Mercury/Verity .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Common shares owned directly | 8,340 shares |
| RSUs vesting within 60 days (counted as beneficial) | 3,755 RSUs |
| Total beneficial ownership | 12,095 shares; <1% of outstanding |
| Options | None reported outstanding |
| Stock ownership guideline (directors) | Lesser of 300% of annual retainer or 9,000 shares |
| Compliance status | All non‑employee directors were compliant as of 12/31/2024, except Ms. Iskow, Mr. Gupta, and Ms. Walker (Barsamian compliant) |
| Hedging/pledging | Company prohibits hedging and pledging by directors and officers |
| Section 16 filings | Company reports all Section 16 filings were timely for FY2024 |
Governance Assessment
- Independence and committee roles: Barsamian is an independent director serving on Audit and Compensation—both core oversight committees—supporting financial integrity, pay governance, and risk oversight .
- Engagement: Board met 20 times in 2024; Ms. Barsamian met the ≥75% attendance threshold and attended the 2024 annual meeting, indicating active engagement; Audit (6x) and Compensation (4x) activity levels further frame involvement cadence .
- Pay‑for‑performance alignment (director): High equity weighting ($199,991 RSUs vs $52,500 cash) and CIC vesting mechanics typical for directors; ownership guidelines in force with reported compliance .
- Conflicts/related‑party risk: No related‑party transactions disclosed for directors since Jan 1, 2024; no compensation committee interlocks; insider trading, hedging, and pledging prohibited—reducing conflict risk and alignment concerns .
- Broader governance context: Lead independent director structure in place; the company reports responsiveness to shareholders on compensation matters (e.g., 72% 2024 Say‑on‑Pay support and program refinements), which supports a constructive governance environment for directors’ oversight .
RED FLAGS: None identified in Five9’s latest proxy specific to Ms. Barsamian—no attendance shortfalls, no related‑party dealings, no hedging/pledging, and no compensation interlocks disclosed .