Jean Hu
FortinetAbout Jean Hu
Independent director of Fortinet since October 2019; age 61. Executive Vice President and CFO of Advanced Micro Devices (AMD) since January 2023; previously CFO of Marvell Technology (2016–2023) and CFO/Acting CEO of QLogic with earlier senior finance roles at Conexant. Ph.D. in Economics (Claremont Graduate University) and B.S. in Chemical Engineering (Beijing University of Chemical Engineering). Designated “independent” under Nasdaq rules and identified as an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | EVP & CFO | Jan 2023–present | Senior finance leadership; public-company reporting expertise |
| Marvell Technology | EVP & CFO | Aug 2016–Jan 2023 | Led corporate financing, accounting, and reporting |
| QLogic Corporation | SVP & CFO; Acting CEO | Apr 2011–Aug 2016; Acting CEO May 2013–Feb 2014 and Aug 2015–Aug 2016 | CEO experience; capital allocation; turnaround/transition leadership |
| Conexant Systems | CFO & SVP Business Development; Treasurer | Dec 2008–Apr 2011; Treasurer Jun 2009–Apr 2011 | Corporate finance, business development, and treasury oversight |
External Roles
| Entity | Role | Public Company Board? | Notes |
|---|---|---|---|
| AMD | EVP & CFO | No board service disclosed | Operating executive role at a semiconductor company |
| Other public/private boards | — | None disclosed | No other directorships listed in FTNT proxy |
Board Governance
- Committee assignments: Audit Committee member; Audit Chair is Kenneth A. Goldman; other members include Ming Hsieh. Jean Hu is designated an “audit committee financial expert.”
- Independence: Board has determined all directors except Ken Xie and Michael Xie are independent; Audit Committee members meet Nasdaq/SEC independence standards.
- Attendance: In 2024, the Board met six times (two unanimous written consents); each director attended at least 75% of aggregate Board and applicable committee meetings.
- Engagement and executive sessions: Independent directors conduct regular executive sessions; non-management directors meet without management; Lead Independent Director structure in place.
- Annual meeting attendance policy: No formal requirement; only Ken Xie attended the 2024 Annual Meeting (not specific to Hu).
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $55,000 | Standard for non-employee directors |
| Audit Committee member retainer (non-chair) | $14,000 | Standard committee fee |
| Total fees earned (2024) | $69,000 | Matches fee line in Director Compensation Table |
Performance Compensation
| Equity Component | 2024 Grant Value (USD) | Units | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | $341,501 | 2,260 RSUs | Quarterly; as of Mar 31, 2025, 1,130 vested; remainder vests Jun 12, 2025 if serving |
- Director equity policy: Annual RSU grants sized to peer 50th percentile per Compensia; vest quarterly with final installment on the earlier of the last day of Q2 or the day prior to the next annual meeting. No performance-vested awards disclosed for directors.
Other Directorships & Interlocks
| Potential Interlock | Observation |
|---|---|
| Executive role at AMD | No FTNT-related-party transactions disclosed; Audit Committee oversees any related-person transactions. No committee interlocks involving Hu disclosed. |
Expertise & Qualifications
- Financial and reporting expertise; designated Audit Committee financial expert.
- Deep technology-sector finance experience (AMD, Marvell, QLogic, Conexant).
- Advanced academic credentials (Ph.D. Economics; B.S. Chemical Engineering).
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 35,322 shares |
| Ownership % of outstanding | <1% |
| RSUs held (12/31/2024) | 2,260 RSUs; 1,130 vested by 3/31/2025; remainder vesting 6/12/2025 if serving |
| Anti-hedging/anti-pledging | Company-wide prohibition on hedging/pledging by directors and officers |
| Director stock ownership guideline | ≥5× annual base retainer (i.e., ≥$275,000) |
| Guideline compliance indicator | 35,322 shares × $94.48 close (12/31/2024) ≈ $3.34 million (exceeds guideline) |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; consistent meeting attendance; strong ownership alignment far above 5× retainer guideline; equity grants are time-based RSUs (no options; conservative structure); anti-hedging/anti-pledging in place.
- Potential conflicts: Senior executive role at AMD (semiconductor) warrants monitoring for any future transactions or competitive overlaps; FTNT discloses Audit Committee oversight of related-party transactions, and no such transactions are disclosed involving Hu.
- Red flags: None disclosed for Hu—no Section 16 reporting delinquency noted (only a late filing for Admiral Stavridis). Change-of-control agreements provide immediate vesting for non-employee directors, which is common but can be scrutinized by investors.
Overall signal: Strong finance governance profile and independence, with high ownership alignment and disciplined director pay structure; monitor for any AMD-related related-party exposure or future interlocks.