Kenneth A. Goldman
FortinetAbout Kenneth A. Goldman
Kenneth A. Goldman (age 75) has served as an independent director of Fortinet since October 2020. He is a seasoned finance leader, formerly CFO of Yahoo! (2012–2017) and previously Fortinet’s SVP/CFO (2007–2012), and served as President of Hillspire LLC (2017–2022). He holds a B.S. in Electrical Engineering from Cornell University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Chief Financial Officer | Oct 2012 – Jun 2017 | Led accounting/financial reporting; broad finance expertise |
| Hillspire LLC | President | Sep 2017 – Apr 2022 | Family office leadership; oversight of investments |
| Fortinet, Inc. | SVP & Chief Financial Officer | Sep 2007 – Oct 2012 | Senior finance leadership at Fortinet |
| PCAOB Standing Advisory Group | Member | Jan 2015 – Dec 2017 | Accounting standard-setting advisory |
| PCAOB Investor Advisory Group | Member | Since Feb 2024 | Investor-focused advisory to PCAOB |
| FASB Primary Advisory Group | Member | Dec 1999 – Dec 2003 | Financial reporting advisory |
| Value Reporting Foundation | Director | Jul 2018 – Jul 2021 | Oversight of sustainability/financial reporting standards |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| GoPro, Inc. | Director | Current | Public company board service |
| RingCentral, Inc. | Director | Current | Public company board service |
| Zuora, Inc. | Director | Current | Public company board service |
| VinZymes, Inc. | Director | Appointed Jan 2025 | Biotechnology company board |
Board Governance
- Independence: The Board determined all directors other than Ken Xie and Michael Xie are independent under Nasdaq standards; Goldman is independent .
- Committee assignments: Audit Committee Chair; member of Audit and Human Resources (Compensation) Committees. The Board designated Goldman and Jean Hu as “audit committee financial experts” .
- Engagement/attendance: In 2024, Board held six meetings (two unanimous written consents); each director attended at least 75% of Board and committee meetings on which they served. Audit Committee met nine times; Human Resources Committee met four times .
- Lead Independent Director: Role held by Judith Sim; independent directors conduct regular executive sessions .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (Board) | $55,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $35,000 | Chair fee |
| Human Resources Committee member retainer | $10,000 | Non-chair membership fee |
| Total cash fees earned | $100,000 | Sum aligns with fees earned for 2024 |
Performance Compensation
| Equity Award | Grant/Status | Amount/Units | Vesting & Terms |
|---|---|---|---|
| Annual director RSU grant | 2024 grant-date fair value | $341,501 | Director RSUs vest quarterly on last day of each quarter; final installment vests on earlier of last day of Q2 or day prior to next annual meeting |
| RSUs held as of 12/31/2024 | Outstanding units | 2,260 | 1,130 vested as of 3/31/2025; remaining 1,130 vest in full on June 12, 2025 (service condition) |
- Director awards are time-based RSUs; no director options or PSUs are disclosed. Annual grant sizing targets the peer 50th percentile per Compensia’s analysis .
- Director stock ownership guidelines require holdings of at least 5× the annual base retainer by end of year following the fourth anniversary; includes vested RSUs/options in calculation .
Other Directorships & Interlocks
| External Board | Sector | Role/Committee (if disclosed) | Potential Interlock/Conflict |
|---|---|---|---|
| GoPro, Inc. | Consumer technology | Director | No Fortinet-related transaction disclosed |
| RingCentral, Inc. | Cloud communications | Director | No Fortinet-related transaction disclosed |
| Zuora, Inc. | Enterprise software (subscription) | Director | No Fortinet-related transaction disclosed |
| VinZymes, Inc. | Biotechnology | Director | Appointed Jan 2025; no Fortinet-related transaction disclosed |
- Related-party transactions: Audit Committee oversees related-person transactions; proxy discloses policy and indemnification agreements but does not list any related-person transactions for Goldman .
Expertise & Qualifications
- Designation as Audit Committee Financial Expert, reflecting deep accounting/financial reporting experience .
- Career finance leadership (Yahoo CFO; Fortinet SVP/CFO); advisory roles with PCAOB and FASB demonstrate technical governance credentials .
Equity Ownership
| Holder/Vehicle | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kenneth A. Goldman (direct) | 19,742 | <1% | Direct holdings |
| Goldman-Valeriote Family Trust | 20,750 | <1% | Goldman serves as trustee; disclaims beneficial ownership except to his pecuniary interest |
| GV Partners, L.P. | 1,000 | <1% | Goldman serves as managing member |
| Total beneficial ownership | 41,492 | <1% | Aggregate across vehicles |
| RSUs (director awards) | 2,260 | — | 1,130 vested as of 3/31/2025; 1,130 vest 6/12/2025 |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Fortinet securities by directors .
Governance Assessment
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Strengths:
- Independent director with audit chair role and financial expert designation enhances oversight of reporting, controls, and auditor independence .
- No related-party transactions disclosed; rigorous insider trading, anti-hedging/pledging, and clawback frameworks support alignment and governance standards .
- Director compensation structure balanced: cash retainer tied to responsibilities and time-based RSUs aligned with shareholder value; stock ownership guidelines require meaningful skin-in-the-game .
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Watch items:
- Multiple concurrent public boards (GoPro, RingCentral, Zuora, VinZymes) may raise time-commitment considerations; however, 2024 committee/Board attendance thresholds were met and Audit/Human Resources committees met frequently (9 and 4 times) .
- Attendance at the 2024 annual meeting of stockholders was limited (only Ken Xie attended); Fortinet does not require directors to attend annual meetings, but broader participation can signal engagement with shareholders .
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Compensation committee integrity:
- No interlocks; fully independent committee; uses independent consultant Compensia; annual say‑on‑pay support 87% in 2024 suggests shareholder acceptance of pay practices .
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Board process and oversight:
- Annual Board/committee self-evaluations using third-party facilitator; robust risk oversight across audit, compensation, governance/social responsibility, and dedicated Cybersecurity Committee formed in 2024 .
Overall, Goldman’s audit leadership, independence, and finance credentials support board effectiveness and investor confidence; no conflicts or related-party exposures are disclosed, and compensation/ownership policies appear aligned with shareholders .