Kristen Robinson
VERINT SYSTEMSAbout Kristen Robinson
Kristen Robinson, age 62, has served as an independent director of Verint Systems (VRNT) since February 2022. She is the former Chief People Officer of Splunk (2020–2022) and previously held CHRO roles at Pandora Media, Yahoo!, Verigy, and Agilent Technologies; earlier in her career she held roles in finance, marketing, and new venture general management . She currently chairs Verint’s Corporate Governance & Nominating Committee and serves on the Compensation Committee, with board tenure reflecting deep human capital and transformation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk, Inc. | Chief People Officer | 2020–2022 | Led HR for data analytics platform company |
| Pandora Media | Chief Human Resources Officer | Not disclosed | Human capital leadership at subscription-based music streaming company |
| Yahoo! | Human Resources leadership | Not disclosed | HR leadership at large internet/media company |
| Verigy | Human Resources leadership | Not disclosed | HR leadership in technology sector |
| Agilent Technologies | Human Resources leadership | Not disclosed | HR leadership at diversified technology company |
| Various technology companies | Finance, marketing, new venture GM | Not disclosed | Cross-functional business roles in finance, marketing, and venture management |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Planet Labs (NYSE: PL) | Director | Not disclosed | Chair of Compensation Committee |
| How Women Lead | Executive Board | Not disclosed | Non-profit governance role |
Board Governance
| Governance Area | Detail |
|---|---|
| Committee assignments | Chair, Corporate Governance & Nominating Committee; Member, Compensation Committee |
| Chair appointment date | Appointed Chair of Governance & Nominating on August 29, 2024 |
| Committee independence | Governance & Nominating and Compensation committees comprised entirely of independent directors under NASDAQ standards |
| Committee activity (FY ended Jan 31, 2025) | Governance & Nominating: 3 meetings plus additional executive sessions; Compensation: 7 meetings; Audit: 4 meetings (for context) |
| Board attendance | Board held 15 meetings; each incumbent director attended at least 75% of Board and committee meetings during their tenure |
| Independence status | Board determined all directors other than the CEO are independent under NASDAQ rules |
| Governance scope (as Chair) | Oversees corporate governance practices and guidelines, ESG program, Board operations/effectiveness, officer succession planning, and director candidate identification/screening |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $50,000 | Standard cash retainer |
| Committee membership fees | Audit: $15,000; Compensation: $10,000; Governance & Nominating: $6,000 | Per committee membership; chair fees paid in lieu of membership fee |
| Committee chair fees | Audit Chair: $27,000; Compensation Chair: $20,000; Governance & Nominating Chair: $12,500 | Paid in lieu of membership fee |
| Lead Independent Director fee | $35,000 | If serving as LID (not applicable to Robinson) |
| Fees earned (FYE 25) | $86,289 | Robinson’s actual cash fees earned for FYE 25 |
| Equity compensation (grant-date fair value, FYE 25) | $200,008 | Annual RSU grant value |
| Total (FYE 25) | $286,297 | Sum of cash and equity grant-date values |
| Per-meeting fees | None | No per-meeting fees |
Additional grant details:
- RSUs: 6,859 units granted April 22, 2024; vesting April 10, 2025; grant-date fair value based on $29.16 closing price on grant date .
- Unvested stock awards as of Jan 31, 2025: 6,859 RSUs .
Performance Compensation
Director equity is time-based RSUs with one-year vesting; there are no director-specific performance metrics tied to annual grants . As a Compensation Committee member, Robinson oversees the executive pay framework, which emphasizes at-risk pay with formulaic performance targets and clawback protections .
Most important performance measures used for NEO compensation in FYE 25:
| Measure |
|---|
| Revenue |
| EBITDA Margin |
| Relative TSR |
| Bundled New SaaS ACV Bookings |
| Bundled SaaS Revenue |
| SaaS ARR |
| Free Cash Flow |
Key compensation governance features:
- Balanced LTI mix with at least 50% performance-based (60% for CEO), staged goals, thresholds, and maximum payouts .
- Clawback provisions in employment agreements, equity plan/awards, and stand-alone officer clawback policy; prohibition on new 280G tax gross-up arrangements (except limited relocation) .
- Amended equity plan prohibits repricing without shareholder approval; incorporates double-trigger vesting upon change in control and bars dividends on unvested awards .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Note |
|---|---|---|
| Planet Labs (NYSE: PL) | Director; Chair of Compensation Committee | No related-party transactions disclosed; unrelated industry; no interlock conflicts noted |
Compensation Committee interlocks and insider participation: None; no member (including Robinson) was a Verint officer/employee or had material related-party interests in FYE 25 .
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Human capital and transformation | Former CPO (Splunk), prior CHRO roles (Pandora, Yahoo!, Verigy, Agilent) |
| Governance and board leadership | Chair of Governance & Nominating Committee; external experience chairing compensation at Planet Labs |
| Cross-functional business experience | Finance, marketing, and new venture general management roles in tech |
| ESG oversight | Governance & Nominating Committee charter includes ESG program oversight |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kristen Robinson | 15,739 | <1% | As of April 30, 2025; includes beneficial ownership within 60 days |
| Unvested RSUs (director grants) | 6,859 | N/A | As of Jan 31, 2025 |
Ownership alignment policies:
- Stock ownership guideline for directors: equity equal to 5x annual cash retainer; until met, must retain 50% of after-tax shares from vestings/exercises; can count 50% of value of unvested RSUs/PSUs (at target) and intrinsic value of vested options toward guidelines .
- Insider trading policy prohibits hedging, pledging, short sales, short-term trading, and options trading in company securities; separate policy applying to officers and directors reinforces hedging/pledging prohibitions .
Governance Assessment
- Board effectiveness: Robinson’s appointment as Governance & Nominating Chair (Aug 29, 2024) places her at the center of Board operations, ESG oversight, and succession planning; committee activity and executive sessions suggest active engagement . Independence across governance and compensation committees supports unbiased oversight .
- Alignment and incentives: Director pay structure is modest and stable (unchanged since 2014 except LID fee); mix skews to equity with one-year vesting, and strict ownership/anti-hedging/anti-pledging policies enhance alignment . Her FYE 25 compensation mix (~$86k cash vs ~$200k equity) reinforces equity alignment .
- Conflicts/related party exposure: No compensation committee interlocks or related-party interests disclosed for Robinson; related-party transactions require audit committee approval under defined policy . No pledging permitted; reduces collateral risk .
- Attendance and engagement: Board met 15 times; all directors met at least 75% attendance threshold; Governance & Nominating held executive sessions, indicating substantive oversight .
RED FLAGS: None identified specific to Robinson in FYE 25—no related-party transactions, no interlocks, no hedging/pledging, and director compensation limits and no-repricing policy in equity plan serve as guardrails .