Susan P. Barsamian
About Susan P. Barsamian
Susan P. Barsamian, age 66, has served as an independent director of GEN since 2019 and was appointed Lead Independent Director on July 18, 2025. She chairs the Nominating & Governance Committee and serves on the Compensation & Leadership Development Committee. Barsamian brings 35+ years of operating executive experience in enterprise software, cybersecurity, sales and global go‑to‑market, with a B.S. in Electrical Engineering from Kansas State University and post‑graduate studies at the Swiss Federal Institute of Technology (ETH). She also serves on the boards of Box, Inc. and Five9, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard (HPE Software) | Chief Sales & Marketing Officer; GM, Enterprise Cybersecurity Products | 2006–2016 | Senior leadership in enterprise software and cybersecurity |
| Mercury Interactive | VP, Global Go‑to‑Market for high growth | Not disclosed | GTM leadership for high-growth initiatives |
| Critical Path | SVP, Marketing | Not disclosed | Marketing leadership |
| Verity (London) | Various leadership roles | Not disclosed | International operating experience |
| NACME (National Action Council for Minorities in Engineering) | Director; Chairman of the Board | 2012–2017 (Chair 2016–2017) | Governance leadership in STEM diversity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Box, Inc. | Director | Current | Not disclosed |
| Five9, Inc. | Director | Current | Not disclosed |
| Kansas State University Foundation | Director | Current | Not disclosed |
Board Governance
- Lead Independent Director (appointed July 18, 2025); LID duties expanded when the Board combined CEO and Chair roles, to strengthen independent oversight. The LID presides over executive sessions, approves Board agendas, and acts as liaison among independent directors, the Chair, and management. Barsamian receives a $100,000 annual LID retainer (prorated in FY26).
- Committee assignments: Chair, Nominating & Governance Committee (current members: Barsamian, Smith, Brandt); Member, Compensation & Leadership Development Committee (current members: Denzel—Chair, Barsamian, Heath). All current members are independent under Nasdaq rules.
- Attendance and engagement: In FY25, the Board held 12 meetings; no current directors attended fewer than 75% of Board and assigned committee meetings. Independent directors meet regularly in executive session.
- Independence: The Board affirmatively determined Barsamian is independent under Nasdaq standards; all standing committees are composed entirely of independent directors.
- Director governance standards: Majority voting for directors, director age limit of 72, annual Board/committee self‑evaluations, and prohibition on hedging and pledging by directors.
Fixed Compensation
| Item | FY25 Amount | Notes |
|---|---|---|
| Cash fees | $85,010 | Quarterly installments (Jun 1, Sep 1, Dec 1, Mar 1) |
| Equity (RSUs; grant‑date fair value) | $259,984 | 10,038 RSUs granted Sep 10, 2024; $25.90 per share; vests 100% at Annual Meeting |
| Total | $344,994 | — |
Director fee schedule (policy) applicable in FY25:
| Role/Service | Annual Retainer |
|---|---|
| All non‑employee directors | $50,000 |
| Lead Independent Director (FY26) | $100,000 (prorated) |
| Audit Chair | $15,000 |
| Compensation Chair | $15,000 |
| Nominating & Governance Chair | $12,500 |
| Audit Member | $15,000 |
| Compensation Member | $10,000 |
| Nominating & Governance Member | $7,500 |
Policy notes:
- Directors may elect to receive the $50,000 annual retainer in RSUs; RSU retainer elections vest on the same schedule as cash retainers.
- Change‑in‑control: All unearned cash fees and unvested RSUs accelerate in full.
- Annual equity awards to each non‑employee director: RSUs with grant‑date fair value of $260,000; 100% vests at next annual meeting or first anniversary, subject to service.
Performance Compensation
| Equity Type | Grant Date | Shares | Per‑Share Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Sep 10, 2024 | 10,038 | $25.90 | 100% at Annual Meeting | None (no performance‑based director equity) |
- GEN’s director program emphasizes full‑value, time‑based RSUs; no performance‑based equity awards or perquisites for non‑employee directors.
- Retainer RSUs (if elected) vest in quarterly installments aligned to cash retainer dates.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public boards | Box, Inc.; Five9, Inc. |
| Other public boards in last five years | None |
| Notable non‑profit/academic boards | Kansas State University Foundation |
| Potential interlocks/conflicts | None disclosed under Item 404; Compensation Committee members (incl. Barsamian) had no relationships requiring disclosure in FY25. |
Expertise & Qualifications
- Technical and operating expertise spanning enterprise software, cybersecurity, sales, marketing, product, R&D, and business operations; global experience including London‑based roles.
- 35+ years as an operating executive; public company board experience across cloud content management and cloud contact center software.
- Education: B.S. in Electrical Engineering (Kansas State University); post‑graduate studies at Swiss Federal Institute of Technology.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Components/Notes |
|---|---|---|---|
| Susan P. Barsamian | 91,063 | <1% | Includes 10,038 shares issuable upon RSU settlement on Sep 10, 2025 and 81,025 shares held by the Romans‑Barsamian Revocable Trust (voting and dispositive power held by Barsamian) |
Ownership alignment and policies:
- Director stock ownership guideline: minimum holding equal to 10x annual cash retainer; new directors have five years to comply; as of June 15, 2025, all directors had met requirements or had remaining time.
- Hedging and pledging prohibitions apply to directors and employees; transactions in company‑based derivatives are prohibited.
Governance Assessment
- Strengths: Barsamian’s appointment as Lead Independent Director concurrent with combining CEO/Chair roles reinforces independent oversight; LID duties expanded to ensure robust independence and Board effectiveness. Attendance was above the 75% threshold; she chairs NGC and serves on the Compensation Committee, both composed entirely of independent directors.
- Alignment: Equity‑heavy director pay mix with time‑based RSUs and stringent ownership guidelines supports investor alignment; hedging/pledging prohibitions reduce misalignment risk.
- Conflicts: No related‑party transactions or compensation committee interlocks requiring Item 404 disclosure; current external board service (Box, Five9) remains within GEN’s overboarding limit.
- Watch items: Change‑in‑control acceleration of director equity and cash is standard but can be perceived as entrenchment; continued monitoring of combined CEO/Chair structure and LID efficacy is warranted.
RED FLAGS: None disclosed for Barsamian regarding related‑party transactions, hedging/pledging, or attendance shortfalls.