William H. Neukom

About William H. Neukom

William H. Neukom (age 83) has served on Fortinet’s Board since January 2013 and was Lead Independent Director from April 2018 to April 2024. He was Microsoft’s lead lawyer for nearly 25 years, retiring as EVP of Law and Corporate Affairs in 2002; subsequently he chaired Preston, Gates & Ellis LLP until its 2007 merger into K&L Gates, where he is a retired partner. He lectures at Stanford Law School; is Cofounder and President of the World Justice Project; previously served as CEO of the San Francisco Giants (2008–2011), Chairman Emeritus in 2012; and is trustee emeritus of Dartmouth College. He holds an A.B. from Dartmouth and an LL.B. from Stanford University . The Board deems him independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Chair, Governance and Social Responsibility Committee; Member, Cybersecurity Committee .
• Independence: Board determined all current directors except Ken Xie and Michael Xie are independent under Nasdaq rules .
• Attendance/engagement: In 2024 the Board met six times; each director attended at least 75% of Board and applicable committee meetings . Governance Committee met four times; Cybersecurity Committee met once in 2024 .
• Lead Independent Director: Neukom served as Lead Independent Director Apr 2018–Apr 2024; Judith Sim elected Lead Independent Director in April 2024 .
• Majority voting and resignation policy: Uncontested director elections require “FOR” > “AGAINST”; incumbents submit contingent resignations if they fail to receive a majority; Governance Committee recommends Board action within 90 days .
• Executive sessions and evaluations: Independent directors hold regular executive sessions; Board conducts robust annual self-evaluations with third-party facilitation .

Fixed Compensation

• Standard director compensation (current policy; approved July 2024):
  • Annual Board cash retainer $55,000; Lead Independent Director $35,000; committee member retainers: Audit $14,000; Human Resources $10,000; Governance $7,500; Cybersecurity $7,500; chair retainers: Audit $35,000; Human Resources $25,000; Governance $15,000; Cybersecurity $15,000; annual RSU grant targeted at peer 50th percentile, vesting quarterly; pro-rated initial RSUs for new directors .
• Anti-hedging/pledging: Directors prohibited from hedging or pledging Fortinet stock; cannot hold in margin accounts .
• Change-of-control: 100% immediate vesting of outstanding and unvested director equity upon Change of Control .

Director compensation earned (chronological order):

Notes:

• RSU grant values reflect FASB ASC 718 grant-date fair value; table footnotes show Neukom held 2,260 RSUs as of Dec 31, 2024, with 1,130 vested by Mar 31, 2025 and 1,130 vesting on Jun 12, 2025, contingent on continued service .
• The cash variance is consistent with his April 2024 transition from Lead Independent Director and his committee chair/member roles under the standard retainer schedule .

Performance Compensation

• Non-employee director compensation has no disclosed performance-based components; RSU grants are time-vested per the standard director policy, with quarterly vesting and annual sizing at peer 50th percentile per Compensia analysis .

Other Directorships & Interlocks

• Current public company boards: None disclosed in the proxy biography for Neukom .
• Committee interlocks: The Human Resources Committee disclosed no interlocks; Neukom was not a member in 2024 (HR members were Sim, Hsieh, Goldman) .

Expertise & Qualifications

• Legal and governance: Extensive legal leadership at Microsoft and major law firms; ABA President; rule-of-law thought leadership via World Justice Project .
• Corporate leadership: CEO tenure at San Francisco Giants; broad operational experience .
• Education: A.B. Dartmouth; LL.B. Stanford; academic engagement as Stanford Law lecturer .
• Board skills mix: Technology, leadership, public service/legal experience contribute to Board diversity and governance strength .

Equity Ownership

• Beneficial ownership: 301,136 shares; “less than 1%” of outstanding shares (769,241,032 at Mar 31, 2025) .
• RSUs: 2,260 outstanding as of Dec 31, 2024; 1,130 vested by Mar 31, 2025; 1,130 scheduled to vest on Jun 12, 2025 subject to service .
• Ownership guidelines: Directors must hold shares equal to at least 5× annual base retainer; includes vested RSUs/options and certain indirect holdings; hardship exceptions possible; progress considered in future grants .
• Hedging/pledging: Prohibited by insider trading policy; no pledge disclosures for Neukom .

Governance Assessment

• Strengths: Independent status; long tenure with sustained board engagement (≥75% attendance in 2024); governance leadership as Chair of Governance and Social Responsibility Committee; strong anti-hedging/anti-pledging policy; majority voting and contingent resignation practice; director ownership guidelines enhancing alignment .
• Potential signals to watch:
  • Combined CEO/Chair structure remains a focal governance issue; a 2025 shareholder proposal sought to require separate Chair/CEO roles, highlighting investor sensitivity to oversight balance .
  • Director equity fully accelerates at change-of-control, which may reduce post-transaction retention incentives but aligns directors with shareholder value realization .
• Shareholder sentiment: Say-on-pay approval was ~87% in 2024 and historically strong (e.g., ~91% support at prior annual meetings), indicating constructive investor engagement with Fortinet’s compensation framework .
• Board evolution: Creation of Cybersecurity Committee in 2024 reflects enhanced oversight of technology and data risks; Neukom’s membership leverages legal/governance expertise alongside national security and policy experience on the committee .

RED FLAGS (none material disclosed specific to Neukom)

• Related-party transactions: None involving Neukom disclosed; Audit Committee oversees any potential related-person transactions per Item 404 procedures .
• Attendance: No low-attendance issues reported; all directors met ≥75% threshold in 2024 .
• Hedging/pledging: Prohibited; no pledging or hedging disclosures for Neukom .

Appendix: Committee Snapshot (2024 activity)