Andrew Miller
VERINT SYSTEMSAbout Andrew Miller
Andrew Miller (age 64) is an independent director of Verint Systems Inc. (VRNT), serving since 2019, and currently chairs the Audit Committee . He is an experienced software-sector CFO, having led finance and SaaS transitions at PTC Inc. (2015–2019) and Cepheid, Inc. (2008–2015), with earlier senior roles at Autodesk, MarketFirst, and Cadence Design Systems . The Board has designated Miller as an “audit committee financial expert,” underscoring his accounting and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTC Inc. | EVP & CFO | Feb 2015–May 2019 | Led finance and SaaS transitions |
| Cepheid, Inc. | EVP & CFO | Jan 2012–Feb 2015 | Previously SVP & CFO beginning Apr 2008 |
| Autodesk, MarketFirst, Cadence Design Systems | Senior executive roles | Prior to 2008 | Software/technology finance leadership |
| United Online, Inc. | Director | Jul 2014–Jul 2016 | Chaired Audit; served on Compensation |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Vontier Corporation (NYSE: VNT) | Director | Current | Audit Chair; Compensation & Management Development member |
| iRobot Corporation (NASDAQ: IRBT) | Chairman of the Board | Current | Audit Committee member |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation or Corporate Governance & Nominating .
- Independence: Board determined all directors other than CEO are independent; Miller is independent under NASDAQ rules .
- Attendance: Board held 15 meetings in FY ended Jan 31, 2025; each incumbent director attended at least 75% of Board and committee meetings during tenure .
- Audit Committee oversight: financial reporting, internal controls, compliance, cybersecurity, related-party transactions; Miller signed the Audit Committee report recommending inclusion of audited financials in the 2025 Form 10-K .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Independent director retainer |
| Board Lead Independent Director fee | $35,000 | Not applicable to Miller; applies to Lead Independent Director |
| Audit Committee membership fee | $15,000 | Baseline membership fee |
| Audit Committee chair fee | $27,000 | Chair fee paid in lieu of membership fee |
| Compensation Committee membership/chair | $10,000 / $20,000 | Not applicable to Miller |
| Corporate Governance & Nominating membership/chair | $6,000 / $12,500 | Not applicable to Miller |
| Fees earned (FYE 25, Andrew Miller) | $84,823 | As disclosed for FYE 25 service |
| Equity grant (FYE 25) | $200,008 | Annual RSU value with 1-year vest |
| RSUs granted (Apr 22, 2024) | 6,859 | Grant-date close $29.16; vests Apr 10, 2025 |
Performance Compensation
- Non-employee director equity is time-based RSUs with one-year vest; no director performance metrics or meeting fees are used .
- Plan governance: no dividends on unvested awards; double-trigger vesting on change in control (requires termination within two years for acceleration); no option repricing without shareholder approval; Non-Employee Director Compensation Limit of $850,000 per fiscal year .
Other Directorships & Interlocks
| Counterparty | Relationship to VRNT | Potential Interlock/Conflict Consideration |
|---|---|---|
| Vontier (VNT) | Unrelated industrial manufacturer | None disclosed; audit/comp roles external |
| iRobot (IRBT) | Unrelated consumer robotics | None disclosed; chair role external |
| Apax Partners (VRNT preferred holder) | Holds Series A/B preferred; board designee Jason Wright | Related-party governance is overseen by Audit Committee; Miller is independent and Audit Chair; Apax board rights and voting limits detailed in Investment Agreement disclosures |
Expertise & Qualifications
- Software/SaaS finance leadership (PTC, Cepheid), public-company CFO experience, audit chair experience across multiple boards .
- Audit Committee Financial Expert designation by VRNT’s Board; meets NASDAQ financial sophistication requirements .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned (Apr 30, 2025) | 26,895 | Less than 1% of shares outstanding |
| Ownership as % of shares outstanding | ~0.045% | 26,895 / 60,247,698 computed from disclosed figures |
| Unvested director RSUs (Jan 31, 2025) | 6,859 | As of FY-end (director grant) |
| Stock options (company-wide) | 0 outstanding | VRNT had no stock options outstanding as of May 7, 2025 |
| Hedging/Pledging | Prohibited | Insider trading and separate anti-hedging/pledging policies for officers/directors |
| Director stock ownership guideline | 5x annual cash retainer | 50% post-tax holding requirement until guideline met |
Director compensation and equity awards are subject to clawback/detrimental-activity cancellation under plan and policy frameworks; dividends not paid on unvested awards .
Governance Assessment
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Strengths:
- Independent Audit Chair with Audit Committee Financial Expert designation; strong oversight of reporting, controls, cybersecurity, and related-party transactions .
- Consistent director compensation structure with modest cash retainer and time-based equity, plus clear ownership guideline and prohibition on hedging/pledging (alignment and risk controls) .
- Documented attendance threshold met (≥75%), indicating engagement; quarterly cybersecurity briefings to Board/Audit enhance risk governance .
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Potential investor-confidence watch items:
- Significant preferred stock ownership and board representation by Apax (Jason Wright), though Miller is independent and the Audit Committee oversees related-party transactions under a formal policy .
- Equity plan share increase and dilution metrics require monitoring; Non-Employee Director Compensation Limit ($850,000) mitigates director pay risk .
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Signals:
- No related-party transactions disclosed involving Miller; director equity grants are time-based with conservative plan terms (no dividends prior to vesting, double-trigger CIC), supporting governance quality .
Skipped: Insider trades table (Form 4s) not disclosed in proxy; use SEC Form 4 filings for transaction-level detail.