John Whittle
FortinetAbout John Whittle
Fortinet’s Chief Operating Officer since January 2024, John Whittle is 57 and has served in senior roles at Fortinet since 2006, including Chief Legal Officer, EVP Corporate Development, General Counsel, and Corporate Secretary; he holds a B.A. in history from the University of Virginia and a J.D. from Cornell Law School . Under his tenure on Fortinet’s senior leadership team, 2024 revenue was $5.96B (+12% YoY) and operating income rose 45% to $1.80B; Fortinet’s 2024 relative TSR ranked at the 96th percentile of the S&P 500 cohort (driving maximum PSU vesting for the 1‑year tranche) . His compensation is structured with a higher at‑risk mix: a 2024 salary increase and a higher target bonus alongside 50/50 RSU/PSU long‑term equity with multi‑year, relative TSR hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortinet | Chief Operating Officer | Jan 2024–Present | Company-wide operations leadership; complements product, go-to-market and scale priorities . |
| Fortinet | Chief Legal Officer; EVP Corporate Development; Corporate Secretary | 2019–Apr 2024 (CLO Apr 2022–Jan 2024; EVP Corp Dev Jan 2019–Jan 2024; Corporate Secretary Jan 2007–Apr 2024) | Led M&A/corporate development, legal, governance; supported strategic transactions and compliance . |
| Fortinet | General Counsel; VP Corporate Development | Oct 2006–Apr 2022 (VP Corp Dev Oct 2010–Jan 2019) | Built legal framework, risk oversight; scaled infrastructure during high growth . |
| Ingres Corporation | Vice President & General Counsel | Mar 2006–Oct 2006 | Legal leadership post-divestiture from CA; supported standalone operations . |
| IBM (post Corio acquisition) | Corporate legal role | Mar 2005–Mar 2006 | Post-M&A integration and legal support after IBM acquired Corio . |
| Corio, Inc. | Vice President & General Counsel | Jan 2000–Mar 2005 | Led legal during growth and sale to IBM; enterprise application services . |
| Wilson Sonsini Goodrich & Rosati | Attorney | 1996–2000 | Advised tech companies on M&A and public offerings . |
External Roles
- None disclosed for John Whittle in the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) |
|---|---|---|---|
| 2023 | 482,000 | 75% | 298,317 |
| 2024 | 506,000 | 90% | 356,367 |
Notes:
- 2024 salary increased ~5% to $506k; target bonus raised to 90% (from 75%) .
- 2024 bonus earned reflects corporate/individual results under the Senior Management Bonus Program .
Performance Compensation
Annual Incentive Plan – Structure and 2024 Outcomes
| Metric | Weighting | Threshold (Funding) | Target (Funding) | Max (Funding) | 2024 Achievement Range |
|---|---|---|---|---|---|
| Revenue | 35% | 90% of target → 40% | 100% → 100% | 140% → 140% | 99–102% of target |
| Billings | 35% | 90% → 40% | 100% → 100% | 140% → 140% | 90–94% of target |
| Operating Income (non‑GAAP) | 30% | 90% → 40% | 100% → 100% | 140% → 140% | 115–151% of target |
- NEOs earned bonuses quarterly subject to thresholds and committee discretion; pre-announcement of results voids bonuses .
- John Whittle’s 2024 aggregate bonus: $356,367 .
Long-Term Incentives – 2024 Grants and Vesting Design
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSU | 2/21/2024 | 29,229 | 1,909,823 | 25% on Feb 1, 2025; remainder vest quarterly over 3 years . |
| PSU (Relative TSR vs S&P 500) | 2/21/2024 | 29,229 target | 2,876,028 | 4 tranches: 1‑yr (20%), 2‑yr (20%), 3‑yr (20%), 4‑yr (40%); payout 0–200% based on percentile; earned PSUs vest Feb 1 following each period if service‑based condition is met . |
PSU Scale (each tranche): 25th pct=50%, 50th pct=100%, 75th pct+=200% with straight-line interpolation .
2024 (Tranche 1) PSU Outcome:
- Fortinet TSR percentile: 96th → 200% payout for Tranche 1; Whittle earned 11,690 PSUs for Tranche 1 .
Prior PSU Cycle (granted 2023) – 2‑Year Tranche (ended 12/31/2024):
- TSR percentile: 86th → 200% payout; Whittle earned 10,292 PSUs for the 2024‑measured tranche .
Equity Ownership & Alignment
Beneficial Ownership (as of 3/31/2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| John Whittle | 266,002 (incl. 69,305 shares; 192,083 options exercisable within 60 days; 4,614 RSUs vesting within 60 days) | <1% |
Outstanding and Unvested Equity Detail (12/31/2024)
| Instrument | Key Terms | John Whittle Outstanding |
|---|---|---|
| Stock Options | Example positions: 2/21/2020 grant, 57,015 options, $22.90 strike, expiring 2/21/2027; 2/19/2021 grant split between exercisable/unexercisable at $34.39; 2/17/2022 grant at $62.11 . | See individual lines and counts in Outstanding Equity Awards table . |
| RSUs | 2021: 2,545 unvested; 2022: 5,910; 2023: 14,474; 2024: 29,229; market values at $94.48/share disclosed in table . | Cited counts per year . |
| PSUs (unearned) | 2023 grant: 20,584 unearned at 12/31/24; 2024 grant: 29,229 unearned at 12/31/24; subject to multi‑year TSR tranches . | Cited counts . |
Alignment & Trading Policies:
- Anti‑hedging and anti‑pledging: officers, directors, employees, agents are prohibited from hedging and pledging Fortinet stock, and from holding in margin accounts .
- Execs and directors may only sell pursuant to Rule 10b5‑1 trading plans (program feature) .
- Clawback: recovery of incentive compensation upon a required restatement for material noncompliance; 3‑year lookback; applies to PSUs and bonuses .
Employment Terms
Change‑of‑Control (CoC) and Severance Framework
- Agreement term through August 7, 2029 .
- Termination without Cause or for Good Reason (outside CoC period): 12 months base salary; 12 months acceleration of time‑based equity that would vest in next 12 months; 12 months COBRA; PSUs in‑progress tranche accelerates at target; other PSUs forfeit .
- Double‑trigger within CoC period: 12 months base salary plus target bonus; 100% acceleration of unvested time‑based and performance‑based equity (PSUs at target unless award terms provide deal‑price determination and time‑vesting thereafter); 12 months COBRA .
- Non‑compete/non‑solicit: 12 months post‑termination .
- No excise tax gross‑ups; best‑net approach for 280G .
Estimated Economics (as of 12/31/2024; stock price $94.48)
| Scenario | Salary ($) | Equity Acceleration ($) | COBRA ($) |
|---|---|---|---|
| Qualifying termination – Outside CoC | 506,000 | 5,344,386 | 38,571 |
| Qualifying termination – Within CoC | 506,000 (plus target bonus per terms) | 10,475,467 | 38,571 |
Compensation Structure Analysis
- Cash/equity mix is increasingly at‑risk: 2024 base salary up ~5% and target bonus increased to 90% of salary, while equity grants were split equally between RSUs and PSUs tied to multi‑year relative TSR, with maximum payouts set at 200% and clear performance thresholds .
- Strong performance linkage: 2024 TSR at the 96th percentile and 2023‑granted PSU 2‑year tranche at the 86th percentile both paid at the 200% maximum, consistent with robust revenue and operating income growth in 2024 .
- Governance controls reduce risk signals: clawback in place, anti‑pledging/hedging, 10b5‑1 sales, and no CoC tax gross‑ups .
Investment Implications
- Alignment: Significant unvested RSUs/PSUs and option value, combined with TSR‑based PSUs across four performance windows, create strong multi‑year alignment and retention for Whittle; anti‑pledging/hedging and clawback mitigate governance and trading‑signal risks .
- Retention risk: Elevation in target bonus and material unvested equity (including 2023/2024 PSUs and multi‑year RSUs) suggest low near‑term flight risk; double‑trigger CoC and 12‑month non‑compete support continuity but could be value‑transfer considerations in M&A scenarios .
- Pay‑for‑performance: 2024 payout dynamics (max PSU tranche on 96th percentile TSR plus above‑target operating income) indicate compensation is currently tracking outcomes; if billings softness persists (90–94% of target in 2024), future annual cash payouts could compress even as TSR‑linked PSUs provide upside leverage .