Ming Hsieh
FortinetAbout Ming Hsieh
Ming Hsieh (age 69) has been an independent director of Fortinet since April 2013. He is Chairman and Chief Executive Officer of Fulgent Therapeutics Inc. (cancer drug R&D) since September 2012; previously President of 3M Cogent, Inc. (2010–2012) after 3M acquired Cogent, which he founded in 1990; earlier R&D engineer at International Rectifier (1985–1987). He holds a B.S.E.E. (1983) and M.S.E.E. (1984) from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Cogent, Inc. | President | Oct 2010 – Jun 2012 | Led biometric identification solutions post-acquisition by 3M |
| Cogent, Inc. | Founder; CEO, President, Chairman | 1990 – 2010 | Founded and built biometric ID company; acquired by 3M in 2010 |
| International Rectifier | R&D Engineer | 1985 – 1987 | Semiconductor R&D experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulgent Therapeutics Inc. | Chairman & CEO | Since Sep 2012 | Cancer drug research and development leadership |
| Other public company directorships | — | — | None disclosed in Fortinet’s proxy biography |
Board Governance
- Committee assignments: Member, Human Resources Committee (Compensation) and Audit Committee; not a chair of any committee .
- Independence: The Board determined all directors except Ken Xie and Michael Xie are independent under Nasdaq; Hsieh is independent .
- Attendance and engagement: In 2024 the Board met six times; each director attended at least 75% of Board and committee meetings on which they served .
- Committee activity levels: Audit Committee (of which Hsieh is a member) held 9 meetings in 2024; Human Resources Committee (of which Hsieh is a member) held 4 meetings .
- Lead Independent Director/executive sessions: The Board has a Lead Independent Director (Judith Sim) and independent directors conduct regular executive sessions .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Fortinet stock .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| 2024 Cash Fees (Hsieh) | $79,000 | Matches: Board retainer $55,000 + Audit member $14,000 + Human Resources member $10,000 |
| Standard annual Board retainer | $55,000 | Paid quarterly |
| Committee member retainers | Audit: $14,000; HRC: $10,000; Governance: $7,500; Cybersecurity: $7,500 | Paid quarterly |
| Committee chair retainers | Audit Chair: $35,000; HRC Chair: $25,000; Governance Chair: $15,000; Cybersecurity Chair: $15,000 | Paid quarterly |
| Lead Independent Director retainer | $35,000 | Additional, paid quarterly |
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| 2024 Equity (grant-date fair value) | $341,501 (RSUs) for Hsieh |
| Annual equity policy | RSUs with grant value at peer 50th percentile; vest quarterly with final installment on the earlier of last day of Q2 or day prior to next annual meeting |
| RSUs held (as of 12/31/2024) | 2,260 RSUs; 1,130 vested as of 3/31/2025; remaining 1,130 vest on 6/12/2025 if serving |
| Change-of-control protection | Upon a Change of Control, 100% of outstanding and unvested director equity vests immediately |
Mix signal: In 2024, Hsieh’s director compensation was predominantly equity-based ($341,501 equity vs. $79,000 cash), aligning incentives with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Fortinet in proxy biography |
| Private/operating leadership | Chairman & CEO, Fulgent Therapeutics Inc. (since 2012) |
| Interlocks/conflicts | No related-party transactions involving Hsieh disclosed; Audit Committee oversees any related-person transactions |
Expertise & Qualifications
- Leadership and operational experience as founder/CEO of Cogent; post-merger leadership at 3M Cogent .
- Industry exposure across biometrics/security tech; prior semiconductor R&D at International Rectifier .
- Academic credentials: B.S.E.E. (1983) and M.S.E.E. (1984), USC .
- Audit Committee “financial expert” designations are held by Kenneth A. Goldman and Jean Hu (not Hsieh), indicating Hsieh contributes broader operating/technology oversight rather than designated financial expert responsibilities .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 58,957 shares | As reported; represents less than 1% of outstanding shares |
| Ownership % of outstanding | <1% | Asterisk denotes “less than 1%” in proxy table |
| RSUs outstanding (12/31/2024) | 2,260 | 1,130 vested by 3/31/2025; 1,130 vest 6/12/2025 if serving |
| Ownership guidelines | 5× annual base Board retainer required for non-employee directors; compliance expected within 4 years; includes vested options/RSUs and other holdings in calculation | |
| Hedging/pledging | Prohibited by policy for directors |
Director Compensation (2024 Detail)
| Component | 2024 Value (USD) |
|---|---|
| Fees Earned or Paid in Cash | $79,000 |
| Stock Awards (grant-date fair value) | $341,501 |
| Total | $420,501 |
Insider Filings and Trading
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports timely filings by directors/officers/10% holders, except one late Form 4 by another director (Admiral Stavridis); no delinquency noted for Hsieh |
| Anti-hedging/pledging policy | Hedging and pledging of Fortinet securities are prohibited for directors |
Governance Assessment
-
Positives for investor confidence:
- Independence and active oversight: Hsieh serves on two key independent committees (Audit and Human Resources), which each met multiple times in 2024, supporting financial integrity and pay oversight .
- Attendance: Met the company’s ≥75% attendance threshold for Board/committee meetings in 2024, indicating engagement .
- Alignment: Majority of director pay is equity-based; director stock ownership guidelines at 5× retainer; anti-hedge/pledge policy reduces misalignment risk .
- No related-party transactions involving Hsieh disclosed; Audit Committee responsible for any such oversight .
- Broader governance context supportive: 2024 Say-on-Pay received >87% support; ongoing shareholder engagement .
-
Watch items:
- Audit Committee “financial expert” designation not attributed to Hsieh (held by Goldman and Hu); his value-add is operational/technology leadership rather than designated financial expertise .
- Standard change-of-control equity acceleration for non-employee directors can be viewed as a potential misalignment in certain scenarios, though it is a common market practice .
Bottom line: Hsieh brings seasoned operator/founder experience to Fortinet’s Board with solid engagement and independence. Committee assignments (Audit and HRC), equity-heavy pay, and policy guardrails (ownership guidelines; anti-hedging/pledging) generally support alignment; no conflicts or related-party exposures are disclosed in the proxy .