Jason Wright
VERINT SYSTEMSAbout Jason Wright
Jason Wright, 53, has served as an independent director of Verint Systems since May 2020. He is a Partner in the Tech & Telecom Group at Apax Partners LLC, focusing on enterprise software and technology-enabled services, and his nomination was made pursuant to the Apax Investment Agreement; the Board has determined that all directors other than the CEO are independent under NASDAQ rules, and Mr. Wright is not compensated for his service due to his Apax designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apax Partners LLC | Partner, Tech & Telecom Group | Joined 2000; current | Focus on enterprise software and tech-enabled services |
| GE Capital (GE) | Various roles | Prior to 2000 | Not disclosed |
| Andersen Consulting (Accenture plc) | Consultant | Prior to 2000 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bonterra | Director | Not disclosed | Not disclosed |
| Eci Software Solutions | Director | Not disclosed | Not disclosed |
| EcoOnline | Director | Not disclosed | Not disclosed |
| Cosm | Director | Not disclosed | Not disclosed |
| Tivit | Director | Not disclosed | Not disclosed |
| IBS Software | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board affirmed all directors other than the CEO are independent per NASDAQ rules; this includes Mr. Wright .
- Committee assignments: Mr. Wright is not currently a member of the Corporate Governance & Nominating, Audit, or Compensation Committees .
- Attendance: The Board held 15 meetings in FYE 25; each incumbent director attended at least 75% of Board and committee meetings during their tenure .
- Lead Independent Director: William Kurtz serves as Lead Independent Director (since July 2024) .
- Executive sessions: Independent directors periodically hold executive sessions outside management’s presence .
Fixed Compensation
| Metric | FYE 25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Mr. Wright is not compensated for Board service due to Apax designation |
| Committee membership fees | $0 | No committee assignments |
| Committee chair/Lead Independent Director fees | $0 | Not a chair or Lead Independent Director |
| Equity grant (RSUs) | $0 | Mr. Wright received no director equity awards; other independent directors received 6,859 RSUs on 4/22/2024 (vest 4/10/2025) at $29.16 grant-date price |
Director compensation framework (for independent directors generally): $50,000 cash retainer; $200,000 annual equity grant (one-year vest); no per-meeting fees; committee fees: Audit $15,000/$27,000 chair, Compensation $10,000/$20,000 chair, Governance $6,000/$12,500 chair; Lead Independent Director $35,000 .
Performance Compensation
| Performance-Based Element | Status for Wright | Metrics/Terms |
|---|---|---|
| PSUs/Options | None | Not compensated as a director; no performance-based awards disclosed |
Notes: Verint’s executive pay metrics (not applicable to directors) include Revenue, EBITDA Margin, Relative TSR, Bundled New SaaS ACV Bookings, Bundled SaaS Revenue, SaaS ARR, Free Cash Flow .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Apax Investment Agreement board rights | Jason Wright appointed as the Apax Designee upon the Series A closing; Apax and Verint mutually agreed to nominate Reid French as Independent Designee following Series B . |
| Ongoing designation thresholds | Apax retains rights to designate the Apax Designee and agree on the Independent Designee while holding specified ownership thresholds (75% / 66 2/3% of as-converted shares from 4/6/2021) . |
| Voting rights of Preferred Stock | Preferred vote on an as-converted basis, capped at 19.9% of common voting power outstanding immediately prior to the Investment Agreement date . |
| Preemptive rights | Apax has pro rata rights to participate in new issuances while holding specified ownership thresholds . |
| Registration rights | Customary registration rights for common stock issuable upon conversion of Preferred . |
Potential interlocks/conflicts:
- Apax’s significant preferred ownership and board designation rights may create perceived conflicts or influence on governance; related-party transactions are subject to audit committee policy and pre-approval .
Expertise & Qualifications
- Enterprise software investing and technology-enabled services expertise as Partner at Apax since joining in 2000; prior operating and consulting experience at GE Capital and Andersen Consulting (Accenture) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 0 |
| Ownership % of common shares outstanding | 0.0% (less than 1%) |
| Vested RSUs (director service) | 0 |
| Unvested RSUs (director service) | 0 |
| Director stock ownership guidelines applicability | Guidelines apply to non-employee directors who are compensated by Verint; Mr. Wright is not compensated, implying guidelines do not apply |
| Hedging/pledging policy | Company prohibits hedging and pledging by officers and directors |
Governance Assessment
- Alignment: Mr. Wright receives no Verint director compensation or equity, limiting direct pay-based alignment but reflecting his role as Apax Designee; he also holds no Verint common shares .
- Independence and attendance: Board deems him independent; attendance standards met (≥75%); not serving on committees reduces potential committee-level influence .
- Influence/Conflicts: Apax’s preferred stock, designation rights, voting cap, preemptive and registration rights are material governance features; transactions are governed by robust related-party approval processes via the audit committee .
- RED FLAGS: Potential perceived conflict due to sponsor representation and ongoing designation rights; concentrated investor influence via preferred stock despite voting cap. Mitigants include independent committee oversight and formal related-party policies .
Implications for investors: Mr. Wright’s sponsor-designated role signals strong strategic investor involvement; evaluate governance balance (independent oversight, policies) versus potential influence from Apax, and monitor any related-party transactions or changes to designation/voting arrangements .