Naomi Bergman
VISTEONAbout Naomi M. Bergman
Naomi M. Bergman, age 61, has served as an independent director of Visteon Corporation since 2016. She is a senior executive at Advance (a private, family-held multimedia company) since May 2016, and brings technology and operational expertise from her leadership in the cable and telecommunications industry. The Board has affirmatively determined she is independent under Nasdaq standards and Visteon’s Director Independence Guidelines. She is identified by the Board skills matrix for technology/systems expertise, financial literacy, governance/sustainability, automotive industry experience, and government/public policy expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright House Networks, LLC | President | 2007–2016 | Led cable services operations; technology and operations track record. |
| Advance | Senior Executive | May 2016–present | Multimedia sector leadership; ongoing role alongside VC board service. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Black & Veatch Holding Company (private) | Director | Current | Privately held; engineering and infrastructure exposure. |
| HawkEye 360 Inc. (private) | Director | Current | Privately held; geospatial/space-based RF analytics. |
| Federal Communications Commission Technical Advisory Committee | Member | Current | Government/public policy technical advisory. |
| University of Rochester | Trustee | Current | Higher education governance. |
| Non-profits: Bridging Voice; The Cable Center; Crouse Hospital; Adaptive Spirit; One Revolution; Syracuse University; Marconi Society; University of Rochester | Board member | Current | Multiple non-profit governance roles. |
| Comcast Corporation | Director | Within past five years | Prior public company directorship. |
| Current public company boards (other than VC) | — | — | None indicated by VC’s proxy nominee table. |
Board Governance
- Committee assignments:
- Audit Committee member; the Audit Committee met 5 times in 2024 and oversees financial reporting, controls, compliance, and enterprise cybersecurity. All members are independent.
- Technology Committee member; the Technology Committee met 3 times in 2024 and oversees product technology strategy, technology budget/investments, product cybersecurity, and responsible AI practices. All members are independent.
- Independence status: Independent director, affirmed in April 2025 annual review.
- Attendance and engagement: Board held 7 meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings; independent directors hold executive sessions at the end of every regular Board meeting.
- Board leadership: Visteon separates Board Chair and CEO roles and maintains an independent Chair; committees are composed entirely of independent directors.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director cash retainer. |
| Audit Committee member retainer | $10,000 | Additional annual cash retainer for Audit Committee members. |
| Total fees earned or paid in cash (2024) | $105,000 | Bergman’s actual 2024 cash fees. |
| Committee chair fees | — | Not a chair; Audit Chair is $25,000; other chair retainers detailed for context. |
| Meeting fees | — | Not disclosed; Visteon pays retainers and reimburses expenses. |
| Expense reimbursement | — | Reimbursed for travel/entertainment for Board/committee activities. |
Performance Compensation
| Equity Element | Grant Value (2024) | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | $150,000 | June 2024 | Vest approximately one year post-grant; distributed in shares unless deferred. | |
| Additional RSUs (non-executive Chair only) | — | — | — | Separate $150,000 RSU to Board Chair; not applicable to Bergman. |
| Deferral elections | Up to 100% of total retainer/cash under plan | Ongoing | Paid post-termination or upon change in control per plan | Value tracks VC stock via unit account. |
| Performance metrics tied to director equity | None disclosed | — | — | Director awards are time-based RSUs; PSU constructs apply to executives, not directors. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None indicated for Bergman in VC proxy summary. |
| Prior public boards | Comcast Corporation (within past five years). |
| Private company boards | Black & Veatch Holding Company; HawkEye 360 Inc. |
| Government/academic roles | FCC Technical Advisory Committee; University of Rochester Trustee. |
| Non-profit boards | Multiple listed above. |
| Potential interlocks/conflicts | VC annually reviews affiliations and related transactions; no Bergman-specific related party transactions disclosed. |
Expertise & Qualifications
- Identified skills: Technology/systems expertise; financial literacy; governance/sustainability & compliance; automotive industry experience; government/public policy expertise.
- Industry experience: Significant technology and operations experience in cable/telecom; brings relevant perspectives to automotive electronics and connected technologies.
Equity Ownership
| Ownership Element | Amount | Status/Notes |
|---|---|---|
| Common stock beneficially owned | 1,000 shares | Percent of outstanding: less than 1% (“*”). |
| Stock units (deferred/RSUs/plan units) | 18,816 units | Payable in shares or cash per plan elections; timing per plan. |
| Shares pledged as collateral | None | No director or executive officer pledges disclosed. |
| Ownership guidelines | 5x annual board cash retainer | Compliance: All directors in compliance as of 12/31/2024. |
| Hedging/pledging policy | Prohibited | Anti-hedging and anti-pledging policy applies to directors. |
Governance Assessment
- Strengths:
- Independent and engaged: confirmed independence, full committee independence, and >75% attendance benchmark met across directors; executive sessions each regular meeting.
- Relevant oversight: Audit Committee role in financial reporting, controls, compliance, and cybersecurity; Technology Committee oversight of product cybersecurity and responsible AI.
- Alignment mechanisms: Director RSU grants and stock ownership guidelines (5x retainer) with full compliance as of year-end 2024; ability to defer compensation into stock-linked unit accounts.
- Board structure: Independent Chair; majority independent board; annual elections; majority voting standard.
- Compensation structure signals:
- 2024 program adjustments increased chair cash retainers (+$5,000 for Audit and Organization & Compensation chairs) and director annual equity award (+$25,000), broadly aligning with market practice for non-employee directors.
- Bergman’s 2024 mix: $105,000 cash plus $150,000 in RSUs; time-based vesting indicates alignment with shareholder value without adding director-specific performance metrics.
- Conflicts and red flags:
- Related-party transactions: Company discloses processes/policies and annual reviews; no Bergman-specific related-party transactions or pledging disclosed.
- Hedging/pledging: Explicit prohibitions mitigate misalignment risk.
- Attendance: No low-attendance concerns (≥75% threshold met by all directors).
Overall, Bergman’s committee roles (Audit and Technology), independence, attendance, anti-hedging/pledging compliance, and stock-linked compensation support investor confidence in board effectiveness and alignment; no specific conflicts or red flags are disclosed in VC’s latest proxy.