Christiane Ohlgart
FortinetAbout Christiane Ohlgart
Christiane Ohlgart is Fortinet’s Chief Financial Officer (CFO) and Principal Financial Officer, appointed effective May 15, 2025; she previously served as Fortinet’s Chief Accounting Officer since March 2024. She holds a Master’s Degree in Computer Science and Business Administration from the Technical University of Karlsruhe and was 57 at the time of her appointment . Fortinet’s 2024 performance included revenue of $5.96B (+12% YoY) and operating income of $1.80B (+45% YoY), with operating cash flow up 17%—benchmarks that anchor the company’s pay-for-performance framework for senior leadership . Fortinet’s long-term equity incentives for executives also use relative TSR vs the S&P 500, with tranche-based vesting and outcomes that can reach 200% at the 75th percentile or higher .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortinet | Chief Accounting Officer | Mar 2024 – May 2025 | Senior finance and reporting leadership |
| Fortinet | VP Finance | Nov 2016 – Sep 2021 | Corporate finance leadership at scale |
| Fortinet | CFO & Principal Financial Officer | May 15, 2025 – Present | Executive finance leadership; SOX certifications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IGEL Technology | Chief Financial Officer | Sep 2021 – Mar 2024 | CFO leadership at secure access OS developer |
| SAP SuccessFactors | Chief Financial Officer | Aug 2013 – Jul 2014 | CFO at global HXM software provider |
| Intermedia.net, Inc. | VP Finance | Aug 2014 – Apr 2016 | Finance leadership at cloud communications |
| Syapse, Inc. | SVP Finance & Treasurer | May 2016 – Oct 2016 | Senior finance at digital health company |
Fixed Compensation
| Component | 2025 CFO Terms | Notes |
|---|---|---|
| Base Salary | $480,000 | Approved by Board in connection with CFO appointment |
| Target Bonus % of Salary | 80% | Supersedes prior CAO terms |
Performance Compensation
Annual Incentive (Program Structure and 2024 Outcomes)
| Metric | Weighting | Threshold | Target | Max | 2024 Actual Achievement | Notes |
|---|---|---|---|---|---|---|
| Revenue | 35% | 90% → 40% payout | 100% → 100% payout | 140% → 140% payout | 99–102% of target | Quarterly payouts; no payout at or below 90% |
| Billings | 35% | 90% → 40% payout | 100% → 100% payout | 140% → 140% payout | 90–94% of target | Weighted for growth focus |
| Operating Income (Non-GAAP definition) | 30% | 90% → 40% payout | 100% → 100% payout | 140% → 140% payout | 115–151% of target | Includes adjustments per policy |
| Resulting payouts (NEO average) | — | — | — | — | 92% of target, on average | Program benchmark for pay-for-performance |
Long-Term Incentives (2025 CFO Grants)
| Award Type | Target Value | Vesting Schedule | Performance Metric | Payout Curve / Tranches |
|---|---|---|---|---|
| RSUs | $500,000 | 1/4 vests on May 1, 2026; remaining vests quarterly thereafter | Time-based | — |
| PSUs | $500,000 | Vests over four years, subject to relative TSR | Relative TSR vs S&P 500 | 75th+ percentile → 200%; 50th → 100%; 25th → 50%; <25th → 0% ; Company program uses 1-, 2-, 3-, 4-year tranches at 20/20/20/40% |
Program reference point: For 2024 Tranche 1, Fortinet’s TSR ranked at the 96th percentile; sample PSU tranches in 2024 earned at 200% of target where applicable .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Executives are prohibited from hedging and pledging Fortinet securities; holdings cannot be in margin accounts .
- Sales discipline: Executives and directors may only sell pursuant to Rule 10b5-1 trading plans, reducing opportunistic selling risk .
- Clawback: Compensation recovery policy adopted in Oct 2023; recovers incentive compensation upon restatement for up to 3 years; extended to the Senior Management Bonus Program .
- Director ownership guidelines: Non-employee directors must hold shares under guidelines; executives’ program highlights include the above alignment mechanisms .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-of-Control Agreement | Christiane Ohlgart has a Change of Control Severance Agreement effective May 15, 2025 (Exhibit 10.1) . Fortinet’s NEO agreements provide: if terminated without Cause or resigns for Good Reason within the CoC period (12 months post-CoC; for CEO, 3 months pre- to 12 months post-CoC), the executive receives 12 months base salary, a lump-sum payment equal to annual target bonus, 100% acceleration of unvested time- and performance-based equity (performance deemed at target unless award terms specify otherwise), and 12 months COBRA . |
| Outside CoC Period (Qualifying Termination) | 12 months of base salary continuation, acceleration of time-based equity scheduled to vest over the next 12 months, and up to 12 months COBRA; PSUs for in-progress performance periods accelerate at target on termination date; remaining PSUs are forfeited . |
| Good Reason (Definition) | Includes material diminution of duties; ≥5% reduction in base salary or bonus opportunity; material location change (>25 miles not counted); material breach by Fortinet; failure by successor to assume the agreement. Notice and cure periods apply . |
| CoC, Cause (Definitions) | CoC includes >50% voting power acquisition; Board change; merger/liquidation; substantial asset transfer (subject to 409A definition). Cause includes dishonesty affecting company, felony/fraud, gross misconduct, refusal to perform (after notice), confidentiality/code breaches, obstruction of investigations (after notice/cure where applicable) . |
| Non-compete / Non-solicit | Payment benefits require adherence to a 12-month non-competition and non-solicitation covenant post-termination . |
| No Tax Gross-Ups | The company does not provide change-in-control tax gross-ups; parachute payments are cut back or paid to maximize after-tax benefit per 280G/4999 . |
Compensation Committee & Peer Benchmarking
- Independent Human Resources Committee; uses Compensia as an independent consultant; annual say-on-pay vote conducted; executives may only sell under 10b5-1 .
- Peer group (Oct 2023 for 2024 decisions) included: Akamai, Arista, Autodesk, Cadence, Check Point, CrowdStrike, Datadog, Equinix, Marvell, NetApp, Palo Alto Networks, ServiceNow, Snowflake, Synopsys, Workday, Zoom, Zscaler .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay vote results: For 508,754,346; Against 71,888,380; Abstain 4,699,871; Broker Non-Votes 80,287,187 .
- Fortinet engages regularly with shareholders; 2024 outreach covered governance and sustainability; proxy highlights ongoing CSR and governance enhancements -.
Risk Indicators & Red Flags (Governance and Policy Signals)
- No hedging/pledging permitted; clawback policy in place (reduces misalignment and recoupment risk) .
- Double-trigger CoC; no tax gross-ups (shareholder-friendly) .
- Executive sales limited to 10b5-1 plans (reduces discretionary sale pressure) .
Investment Implications
- Alignment: Ohlgart’s cash compensation is modest (base $480k; 80% target bonus) with balanced equity split between RSUs and PSUs tied to relative TSR—supporting pay-for-performance and shareholder alignment .
- Retention and change-in-control: Double-trigger structure and 12-month salary plus target bonus, plus full equity acceleration under CoC, provide retention while limiting excessive payouts; clawback and anti-hedging/pledging policies further tighten governance .
- Trading signals: Expect sales under pre-established 10b5-1 plans; watch grant and vesting calendars (RSU first vest May 1, 2026; PSU tranches annually) for potential insider activity windows .
- Execution lens: Her prior CFO and senior finance roles across enterprise software and secure access provide depth for scaling finance controls and AI-related risk management—reflected in SOX certifications and public commentary on AI risk/security integration in finance .