Judith Sim
FortinetAbout Judith Sim
Judith Sim, age 56, has served on Fortinet’s Board since June 2015 and as Lead Independent Director since April 2024. She spent nearly three decades at Oracle (1991–2020), including as Chief Marketing Officer (2005–2020) and Chief of Staff to the Office of the CEO, bringing deep enterprise go‑to‑market and customer program expertise. She holds a B.S. in Dietetics from UC Davis. As Lead Independent Director, she presides over executive sessions, shapes board agendas, and engages with investors, reinforcing independent oversight of management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | Chief Marketing Officer; Chief of Staff to Office of the CEO; prior customer/marketing roles | 1991–Apr 2020 | Led field marketing, corporate communications, global customer programs, campaigns, events, and branding |
| San Francisco Chamber of Commerce | Director | 2015–2020 | Board service in civic/business advocacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Advantage Corporation (NYSE: FA) | Director; Chair, Nominating & Corporate Governance; Member, Audit | Since Jun 2021 | Governance leadership; audit oversight |
| DataStax, Inc. (private) | Director | Since Jun 2021 | Board member at AI/DBaaS company |
| Enterprise 4.0 Technology Acquisition Corp. (SPAC) | Director; Chair, Compensation Committee | Oct 2021–Mar 2023 | Comp oversight at public SPAC |
Board Governance
- Independence and leadership
- Independent director; all FTNT directors other than Ken and Michael Xie are independent under Nasdaq standards .
- Lead Independent Director since April 2024 (re‑elected 2025); responsibilities include presiding over executive sessions, agenda input, and liaison to management and investors .
- Committee assignments (2024–2025)
- Chair, Human Resources Committee (HRC); Member, Governance & Social Responsibility Committee .
- All HRC and Governance members are independent; HRC met 4x in 2024; Governance met 4x plus one unanimous written consent .
- Attendance and engagement
- In 2024, the Board held 6 meetings (plus 2 written consents); each director attended at least 75% of Board/committee meetings of which they were members .
- Independent directors meet in regular executive sessions; Sim engages with investors as part of the Lead role .
- Board structure and risk
- Separate Cybersecurity Committee established in 2024; independent oversight across audit, compensation, governance, and cybersecurity .
- Enterprise risk oversight allocated among committees; Lead and independent directors actively review risk and strategy .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Sim) |
|---|---|---|
| Board annual cash retainer | $55,000 policy | $112,000 fees earned/paid in cash |
| Lead Independent Director retainer | $35,000 policy | Included in cash fees (amount not broken out in proxy) |
| Committee retainers (member) | Audit $14,000; HRC $10,000; Governance $7,500; Cybersecurity $7,500 (policy) | Included in cash fees |
| Committee chair retainers | Audit $35,000; HRC $25,000; Governance $15,000; Cybersecurity $15,000 (policy) | HRC Chair retainer included in fees |
Notes: Cash amounts shown for 2024 are as disclosed; policy retainers indicate structure, while the proxy does not itemize Sim’s cash components .
Performance Compensation
| Equity Element | Grant/Units | Fair Value | Vesting Terms |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | 2,260 RSUs held as of 12/31/2024; 1,130 vested by 3/31/2025; remainder vests 6/12/2025 (subject to service) | $341,501 stock awards (2024) | Quarterly vesting with final installment at earlier of end of Q2 or day prior to next AGM, per policy |
| Change‑of‑control treatment | — | — | 100% of outstanding/unvested director equity vests upon Change of Control |
Additional terms: Non‑employee director annual RSU grant sized to peer 50th percentile per Compensia analysis; new director grants pro‑rated to next AGM .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| First Advantage (public) | HR tech/screening | Director; Gov/Nom Chair; Audit member | No FTNT‑disclosed related‑party transactions; audit committee role enhances governance expertise |
| DataStax (private) | Data/AI | Director | No FTNT‑disclosed related‑party transactions |
| Enterprise 4.0 SPAC (former) | SPAC | Director; Comp Chair | Prior service; no FTNT‑disclosed related‑party transactions |
FTNT disclosed no related‑person transactions requiring disclosure; Audit Committee oversees any such transactions under written policy .
Expertise & Qualifications
- Enterprise go‑to‑market leader (Oracle CMO 2005–2020) with global field marketing, customer programs, communications, campaigns, and branding expertise; extensive public/private/non‑profit board service .
- Governance capability: Chairs HRC at FTNT; chairs governance committee at First Advantage; audit committee member (financial literacy; not designated as FTNT audit committee financial expert) .
- Lead Independent Director skills: investor engagement, agenda setting, executive session leadership, and independent board oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 125,815 shares (<1%) | Logged as of 3/31/2025; “<1%” per proxy |
| Shares outstanding (denominator) | 769,241,032 shares | As of 3/31/2025 |
| Ownership as % of shares outstanding | ~0.016% (calc.) | Derived from disclosed numerator/denominator |
| Director RSUs outstanding (12/31/2024) | 2,260 RSUs; 1,130 vested by 3/31/2025; 1,130 vest by 6/12/2025 | Time‑based vesting contingent on service |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Alignment positive |
| Stock ownership guidelines | Minimum 5x annual base retainer for non‑employee directors | Based on holdings and policy, Sim appears to exceed guideline threshold |
Insider trading compliance: No delinquent Section 16(a) filings reported for Sim in 2024; a late Form 4 was reported only for another director (Admiral Stavridis) .
Governance Assessment
- Strengths
- Independent Lead Director with clear authorities and investor outreach remit; re‑elected in 2025, signaling board confidence .
- Chairs HRC; HRC is fully independent and advised by an independent consultant (Compensia); no interlocks or insider participation disclosed .
- Strong attendance culture (≥75% for every director); robust committee cadence; regular executive sessions .
- Director pay mix balanced: cash retainers + time‑vested RSUs; director stock ownership guidelines (5x retainer) and anti‑hedging/pledging enhance alignment .
- No related‑party transactions disclosed involving Sim; Change‑of‑Control acceleration for director equity is standard and transparent .
- Watch items / potential investor questions
- Board chair/CEO roles combined; the board argues flexibility + Lead Independent Director oversight is sufficient—investors will monitor execution of the Lead role (held by Sim) and quality of independent challenge, especially across strategy and risk .
- Cash fee disclosure aggregates components; while policy retainers are clear, investors may request clearer breakdowns (Lead, chair, committee) to benchmark against peers .
- Say‑on‑pay support was strong in 2024 (87%), but HRC under Sim’s chair will be scrutinized for continued pay‑for‑performance rigor, including use of relative TSR PSUs for NEOs and bonus calibration .
Overall, Sim’s long operating track record, governance roles at external companies, and active Lead Independent Director responsibilities support board effectiveness and investor alignment; policy safeguards (ownership guidelines; anti‑hedging/pledging; related‑party oversight) mitigate conflict risks .
Appendix: Director Compensation (2024)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Judith Sim | 112,000 | 341,501 | 453,501 |
Appendix: Board & Committee Roster (relevant to Sim)
| Committee | Members | Chair |
|---|---|---|
| Human Resources Committee | Sim; Hsieh; Goldman (all independent) | Sim |
| Governance & Social Responsibility | Stavridis; Neukom; Wilderotter; Sim (all independent) | Neukom |
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