Admiral James Stavridis (Ret)

About Admiral James Stavridis (Ret)

Admiral James Stavridis (Ret), age 70, has served on Fortinet’s board since October 2021 and is an independent director. He is a four-star retired U.S. Navy Admiral with 37 years of service, including four years as NATO’s 16th Supreme Allied Commander with responsibilities that included cybersecurity; post-service, he served five years as Dean of The Fletcher School at Tufts, where he created a blended master’s degree in cyber and international relations. He is Partner and Vice Chairman, Global Affairs at The Carlyle Group, Chair of the Board of Trustees at the Rockefeller Foundation, and joined Aon plc’s board and finance committee in August 2024; he earned his undergraduate degree from the U.S. Naval Academy and a PhD in international relations from The Fletcher School. He is designated independent under Nasdaq standards, and his board tenure contributes cyber, governance, and national security expertise to Fortinet.

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Governance & Social Responsibility Committee; Chair, Cybersecurity Committee (formed July 2024) .
• Independence: All directors except Messrs. Ken and Michael Xie are independent; Stavridis is independent .
• Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
• Executive sessions and leadership: Independent directors meet regularly in executive session; Lead Independent Director role (Judith Sim) provides independent oversight alongside combined CEO/Chair structure .
• Board evaluations: Robust annual board and committee self-assessment led by third-party consultant; feedback shared with Governance Committee and full Board to refine composition and effectiveness .
• Risk oversight: Board supervises enterprise risk management; Cybersecurity Committee (chaired by Stavridis) receives quarterly CISO reports and oversees information/product security and data privacy risks, controls, incident response, and third-party risk management .

Fixed Compensation

• Standard non-employee director cash retainer: $55,000 annually; committee membership retainers—Audit $14,000; Human Resources $10,000; Governance $7,500; Cybersecurity $7,500; chair retainers—Audit $35,000; Human Resources $25,000; Governance $15,000; Cybersecurity $15,000; Lead Independent Director retainer $35,000 .
• Standard equity: Annual RSUs sized to peer 50th percentile; quarterly vesting; initial pro-rated RSUs for newly appointed directors .
• Director stock ownership guidelines: 5× annual base retainer ($55,000) required by end of the fourth anniversary; qualifying holdings include vested RSUs; exceptions only for hardship; failures may affect future equity grants .

Performance Compensation

• Directors are not paid performance bonuses; equity for directors vests time‑based and is not contingent on operating metrics .
• Company pay-for-performance context (executives): Annual bonus funded on revenue (35%), billings (35%), and non‑GAAP operating income (30%) with threshold at 90% of target and payouts scaling to 140% at max; 2024 achievement: revenue 99–102%, billings 90–94%, operating income 115–151% of targets .

• 2024 PSU Tranche 1 (1‑year) achieved 96th percentile TSR; PSUs earned vested Feb 1, 2025 for executives (illustrative of company’s performance-pay culture) .

Other Directorships & Interlocks

• Related‑party transactions policy: Audit Committee pre‑approves and oversees any related‑person transactions; proxy discloses procedures and indemnification, with no specific related‑party transactions listed for directors in 2024 .

Expertise & Qualifications

• Cybersecurity and national security leadership from NATO command and U.S. Navy; frequent teaching/speaking on cyber .
• Governance experience across public, private, nonprofit boards; finance committee role at Aon .
• Academic leadership and cyber curriculum creation at Tufts .
• Global affairs and geopolitical insight via Carlyle and Rockefeller Foundation roles .

Equity Ownership

Insider Trades & Filings

Governance Assessment

• Strengths

  • Independent director with deep cyber and risk oversight credentials; chairs the Cybersecurity Committee formed to centralize cyber oversight; receives quarterly CISO reporting and oversees controls, incident response, and third‑party risk programs .
  • Active Governance & Social Responsibility Committee member; Board employs robust annual third‑party evaluations; independent director executive sessions are regular, supporting board effectiveness .
  • Director ownership guidelines and anti‑hedging/pledging policies reinforce alignment; say‑on‑pay support was strong in 2024 (87%), indicating investor confidence in compensation governance .

• Watch items / RED FLAGS

  • Combined CEO/Chair structure persists; a 2025 shareholder proposal sought separation; Board advocates flexibility and relies on Lead Independent Director—monitor investor sentiment and governance implications .
  • Full acceleration of director equity upon change‑of‑control can be perceived as sale‑event bias—standard in market but worth noting for alignment optics .
  • Minor compliance issue: late Form 4 (Oct 3, 2024) for RSU vesting; small administrative red flag, but company reports overall timely Section 16 compliance otherwise .

• Overall: Stavridis brings unique cyber, military, and global governance expertise aligned with Fortinet’s risk profile, with active committee leadership enhancing board oversight of cybersecurity. Independence, attendance at least at the 75% threshold, and ownership policies support investor confidence; monitor board leadership structure and any future related‑party exposures from external roles, though none are disclosed.