Janet Napolitano

About Janet Napolitano

Janet Napolitano (age 67) is an independent director of Fortinet, appointed in November 2024. She is founder and faculty director of the Center for Security in Politics at UC Berkeley and a professor of public policy at the Goldman School of Public Policy. Her prior roles include President of the University of California (2013–2020), U.S. Secretary of Homeland Security (2009–2013), Governor of Arizona (2003–2009), Attorney General of Arizona (1998–2003), U.S. Attorney for the District of Arizona (1993–1997), and partner at Lewis & Roca LLP (1989–1993). She holds a B.S. in political science from Santa Clara University and a J.D. from the University of Virginia School of Law .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors and nominees other than Ken Xie and Michael Xie are independent under Nasdaq listing standards (Napolitano is independent) .
• Committee assignments: Member, Cybersecurity Committee (formed July 2024; chaired by Admiral James Stavridis (Ret)) .
• Cybersecurity oversight: The Cybersecurity Committee oversees information security, product security, and data privacy, receives quarterly reports from the CISO, and reviews threat landscape and certifications .
• Meetings & attendance: In 2024, the Board held six meetings; each director attended at least 75% of Board and relevant committee meetings. The Cybersecurity Committee held one meeting in 2024 .
• Executive sessions and lead independent: Independent directors conduct regular executive sessions; Judith Sim serves as Lead Independent Director .

Fixed Compensation

Standard non‑employee director compensation structure:

• Annual Board retainer: $55,000 cash; Lead Independent Director retainer: $35,000 cash .
• Committee retainers (member): Audit $14,000; Human Resources $10,000; Governance $7,500; Cybersecurity $7,500 .
• Committee chair retainers: Audit $35,000; Human Resources $25,000; Governance $15,000; Cybersecurity $15,000 .
• Equity: Annual RSU grant sized to peer 50th percentile; vests quarterly; initial RSU for new directors pro‑rated to next annual meeting and vests in full prior to that meeting .

Performance Compensation

Fortinet does not use performance metrics (e.g., revenue/TSR) for director pay; RSUs for directors are time‑vested per policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix marks Napolitano with cybersecurity expertise, leadership, public service/legal, and technology/product development; overall Board shows five of ten with cybersecurity expertise and all ten with technology/product development and leadership .
• Fortinet emphasizes robust board evaluations and annual third‑party assessments feeding committee composition and director re‑nominations .

Equity Ownership

• Director stock ownership guidelines: Non‑employee directors must hold shares equal to at least 5× annual base retainer within four years; includes vested RSUs and vested/unexercised options; exceptions may be granted for hardship .
• Hedging/pledging: Directors are prohibited from hedging or pledging Fortinet stock; Rule 10b5‑1 plans required for director sales .
• Section 16(a): The company reports directors/officers timely filed ownership reports during FY2024 except for one late Form 4 by Admiral Stavridis; no delinquency noted for Napolitano .

Governance Assessment

• Strengths
  • Independence and public‑sector security expertise; direct role on Cybersecurity Committee enhances board oversight of a financially material risk domain .
  • Formal insider‑trading, anti‑hedging/pledging, and clawback policies; robust board evaluations and majority voting standard improve accountability .
  • Director ownership guidelines align incentives; independent consultant (Compensia) advises on executive and director pay; say‑on‑pay passed with 87% approval in 2024, signaling investor support .
• Watch‑items / potential red flags
  • Board leadership: Combined CEO/Chair; stockholder proposal to require independent chair opposed by the Board. While mitigated by Lead Independent Director, this remains a governance debate topic for investors .
  • Cybersecurity Committee composition includes a management director (Michael Xie), making it the sole committee not fully independent; investors may scrutinize independence on risk oversight committees .
  • External board seats (Vir Biotechnology, Zoom): No related‑party transactions disclosed; continue monitoring for any business dealings that could create conflicts .

No related‑party transactions or attendance issues are disclosed for Napolitano; Board states all directors met at least 75% attendance in 2024, and no Section 16(a) delinquencies were noted for her .