Dan Bodner
VERINT SYSTEMSAbout Dan Bodner
Dan Bodner (age 66) is Chairman and Chief Executive Officer of Verint Systems (VRNT), roles he has held since August 2017 (Chairman) and since founding the company in 1994 (CEO) . Under his leadership, Verint completed its 2002 IPO, reached over $1B revenue in 2015 pre-Cognyte spin, and spun off Cognyte in 2021 to become a pure-play customer engagement company . Recent operating markers include ARR growth accelerating through FYE25 to 5% by year-end, bundled SaaS revenue of $293M in FYE25 (vs. $251M in FYE24), and a record quarter for SaaS ACV bookings in Q4 FYE25, though relative TSR performance over the 3-year PSU period ending FYE25 ranked at the 6th percentile versus the S&P 1500 IT Index (0% vest on that tranche) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verint Systems | Chief Executive Officer | 1994–present | Led IPO (2002), scaled to >$1B revenue by 2015 (pre-spin), executed Cognyte spin (2021), repositioned as CX automation platform |
| Verint Systems | Chairman of the Board | Aug 2017–present | Combined CEO/Chair leadership with Lead Independent Director structure established to enhance oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognyte Software Ltd. | Chairman of the Board | Through Sep 2023 | Post-spin governance leadership of former security analytics business |
Fixed Compensation
| Component | FYE25 | FYE24 | Notes |
|---|---|---|---|
| Base Salary | $813,700 | $790,000 | +3% merit increase |
| Target Annual Bonus | $816,000 | $816,000 | Unchanged YoY |
| Actual Bonus Paid | $532,142 | $644,834 | 65% payout vs plan for FYE25 |
Performance Compensation
| Metric (STI) | Weight | Target | Result | % Achieved | Payout |
|---|---|---|---|---|---|
| Bundled New SaaS ACV | 25% | $103M | $79M | 77% | 70% (with two eligible orders counted as bundled for plan calc) |
| Bundled SaaS Revenue | 25% | $300M | $293M | 98% | 98% |
| SaaS ARR | 25% | $635M | $598M | 94% | 93% |
| Free Cash Flow | 25% | $180M | $130M | 72% | —% (below threshold) |
| Weighted Average | 100% | — | — | 85% | 65% (CEO earned $532,142) |
| Metric (LTI PSUs) | Period | Target | Result | % Achieved | Payout |
|---|---|---|---|---|---|
| SaaS Revenue (FYE23 grant) | 2-year (to FYE25) | $1,275M | $1,099M | 86% | 69% |
| % Software Revenue Recurring (FYE23 grant) | 2-year (to FYE25) | 90% | 87% | 96% | 86% |
| Relative TSR (FYE22 grant) | 3-year (to FYE25) | 50th pctile | 6th pctile | 12% | 0% |
| Weighted Average | — | — | — | 71% | 57% (CEO earned 67,802 PSUs vs 122,361 target) |
- FYE25 LTI design for new April 2024 grants: 37.5% Revenue, 37.5% EBITDA Margin, 25% Relative TSR; all metrics measured over 3 years (to FYE27) with specified payout curves; TSR tranche capped at 100% if absolute TSR is negative .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 486,005 common shares (<1% of outstanding) as of Apr 30, 2025 |
| Shares Acquired on Vesting (FYE25) | 165,103 shares; value realized $5,045,722 |
| Outstanding Time-based RSUs (as of Jan 31, 2025) | 11,557 (4/25/22 grant); 40,605 (4/20/23 grant); 107,128 (4/22/24 grant) |
| Outstanding PSUs (Equity Incentive, as of Jan 31, 2025) | 7,613 (unvested 2023 TSR tranche at threshold display) and 228,985 (2024 PSU award; goal tranches at target/threshold as shown) |
| 2024 RSU Vesting Schedule | 1/6 on Sep 12, 2024; Apr 12, 2025; Sep 12, 2025; Apr 12, 2026; Sep 12, 2026; Apr 12, 2027 (21,425 shares each tranche for CEO’s 128,553 RSUs) |
| Options Outstanding | Company had 0 stock options outstanding as of May 7, 2025; CEO shows no options in outstanding awards table |
| Ownership Guidelines | CEO 6x salary; must hold 50% of after-tax shares until compliant; pledging/hedging prohibited for officers/directors |
Insider selling pressure and cadence:
- 2024-06-20: Sold 375,000 shares at $33.76 (major discretionary sale) .
- 2024-09-16: Sold 16,932 shares at $25.85 .
- 2025-09-12: 21,425 RSUs vested; shares withheld for taxes (non-open market) .
Employment Terms
| Provision | CEO (Dan Bodner) |
|---|---|
| Agreement Term | Initial 1–2 years; auto-renews annually unless terminated per terms |
| Non-Compete/Non-Solicit | 12–24 months post-termination (jurisdictional details per agreement) |
| Clawback | Contractual clawback for misconduct-related restatements; standalone Dodd-Frank/NASDAQ clawback policy applies to Section 16 officers |
| Non-CIC Severance | 60-day notice; 18 months base salary; pro-rated current-year bonus + 150% of target bonus; continuation of health premiums; professional advice allowance; company car access |
| CIC Severance (Double Trigger) | 2.5x (base + target bonus) plus pro-rated target bonus; COBRA and specified benefits; full acceleration of unvested equity upon qualifying termination; if awards not assumed in a CIC, full vesting at closing |
| Illustrative Payouts (as of Jan 31, 2025) | Non-CIC involuntary/good reason: $15.96M total; CIC involuntary/good reason: $17.87M total (includes equity acceleration at $25.38/share) |
| 280G Excise Tax | Legacy agreements (incl. CEO) include excise tax gross-up provisions; newer agreements (e.g., CFO) include cutback instead |
Board Governance
- Structure and independence
- Combined CEO/Chairman (Bodner); Lead Independent Director (William Kurtz) oversees independent sessions, agendas, liaison functions .
- Board determined all directors except Bodner are independent under NASDAQ rules .
- Committees and roles (all independent members)
- Audit: Miller (Chair), Kurtz, French, Gold; Kurtz and Miller are “audit committee financial experts” .
- Compensation: Nottenburg (Chair), Robinson, Smith, Crawford .
- Corporate Governance & Nominating: Robinson (Chair), Kurtz, French, Gold, Crawford .
- Attendance and process
- Board held 15 meetings in FYE25; each incumbent director attended at least 75% of applicable meetings; independent directors hold periodic executive sessions .
- Director compensation
- Non-employee directors receive cash and equity retainers; Bodner, as an executive director, is not separately compensated for Board service .
Compensation Structure Analysis
- Mix and at-risk orientation
- CEO pay is 92% at-risk including equity; at least 60% of CEO LTI is performance-based; time-based RSUs vest semi-annually over 3 years .
- Metrics alignment and evolution
- FYE25 STI emphasized bundled SaaS ACV, bundled SaaS revenue, SaaS ARR, and FCF; LTI (April 2024) pivoted to three-year Revenue, EBITDA Margin, and Relative TSR to align with “Rule of 40” ambition by FYE27 .
- Pay outcomes vs targets
- FYE25 bonuses paid at 65% on 85% achievement; PSUs vested at a 57% weighted-average; 3-year TSR tranche paid 0% (6th percentile) indicating down-market TSR vs tech index despite operating momentum in ARR/SaaS metrics .
- Market competitiveness and dilution
- 2024 officer equity grants were meaningfully increased to re-align with peers amid stock price declines; company requested plan share increase in 2025 given low remaining full-value capacity (~513k shares at max) and projected burn/dilution; no stock options currently used .
- Governance risk signals
- Legacy 280G gross-up for CEO is a shareholder-unfriendly feature; repricing prohibited; hedging/pledging prohibited; robust clawback adopted per SEC/NASDAQ .
- Shareholder feedback and say-on-pay
- Engagement in fall 2024 with holders representing ~25% of shares; say-on-pay support exceeded 94% at July 2024 meeting .
Director/Executive Ownership and Insider Activity
| Data Point | Value |
|---|---|
| CEO Beneficial Ownership (Apr 30, 2025) | 486,005 shares (<1%); all insiders and directors as a group: 773,126 (1.3%) |
| Insider Policy | Prohibits short selling, options trading, hedging and pledging by officers/directors |
| Notable CEO Form 4s | 2024-06-20: 375,000 shares sold @ $33.76; 2024-09-16: 16,932 shares sold @ $25.85; 2025-09-12: 21,425 RSUs vested (tax withholding) |
Compensation Peer Group (Benchmarking Reference)
Peer group used for FYE25 includes: 8x8, Five9, ACI Worldwide, Guidewire, Alteryx, Manhattan Associates, BILL, NetScout, Blackbaud, Nutanix, Box, Pegasystems, Commvault, Progress, Dynatrace, PTC, Envestnet, Sprinklr; target positioning around median over time .
Employment Contract and Change-in-Control Economics (Detail)
| Scenario (as of Jan 31, 2025) | Total Estimated CEO Payout |
|---|---|
| Death | $698,508 (pro-rata bonus, benefits) |
| Disability | $1,031,247 (lump sum, pro-rata bonus, benefits) |
| Involuntary/Good Reason (non-CIC) | $15,958,283 (incl. severance, bonuses, benefits, equity per plan) |
| Involuntary/Good Reason (CIC) | $17,871,841 (2.5x base+target bonus, pro-rata, full equity acceleration, benefits) |
Note: Equity values at $25.38/share; double-trigger applies if awards assumed; if not assumed in a CIC, full vesting at close .
Performance & Track Record
- Major achievements: IPO (2002), scale to >$1B revenue (2015, pre-spin), Cognyte spin (2021), CX automation platform launch (mid FYE24), record SaaS ACV quarter in Q4 FYE25 .
- Operating momentum: ARR growth accelerated through FYE25 to 5%; focus on largest customers with double-digit ARR growth from top 100 accounts; bundled SaaS revenue $293M .
- Areas of risk: Unbundled SaaS lumpiness pressured revenue/FCF vs targets; 3-year relative TSR underperformed broad tech index (0% tranche vesting) .
Board Governance (Director-Specific)
- Committee memberships/chairs: Compensation (Chair: Nottenburg), Audit (Chair: Miller), Governance (Chair: Robinson); Lead Independent Director: Kurtz .
- Attendance: Board met 15 times; each incumbent director met at least 75% attendance; independent executive sessions held periodically .
- Independence: Bodner is not independent; all other directors are independent per NASDAQ standards .
Investment Implications
- Pay-for-performance linkage is credible (65% bonus payout, 57% PSU vesting), but multi-year relative TSR underperformance signals market skepticism while operating KPIs (ARR/SaaS) improve—investors should weigh execution on three-year Revenue/EBITDA LTI targets toward “Rule of 40” by FYE27 .
- Insider activity shows a sizable 375k-share CEO sale in June 2024; while pledging/hedging are prohibited and time-based RSUs vest on a predictable schedule, discretionary selling can contribute to perceived overhang near vesting windows .
- Governance is mitigated by a Lead Independent Director and independent committees, but the CEO/Chair dual role and legacy 280G gross-up remain watch items for governance-sensitive investors; say-on-pay support (>94%) and robust clawback/anti-hedging policies are positives .
- CIC economics (2.5x cash plus full equity acceleration) and potential aggregate payout magnitude ($17.9M illustrative) suggest meaningful transaction-related costs for shareholders to factor into M&A scenarios .