Reid French
VERINT SYSTEMSAbout Reid French
Reid French, 53, has served as an independent director of Verint since June 2021. He was CEO of Applied Systems (2011–2019) and a director (2011–2020), and previously COO at Intergraph Corporation; he currently sits on the board of Autodesk and is a director at NetDocuments and JSSI, bringing deep operating experience in enterprise software and governance at public technology companies . The Board has affirmatively determined all directors other than the CEO are independent under NASDAQ rules, which includes Mr. French .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Systems | Chief Executive Officer; Director | CEO 2011–2019; Director 2011–2020 | Led leading cloud software provider to insurance distribution; governance oversight as director |
| Intergraph Corporation | Chief Operating Officer | Not disclosed | Senior operating leadership at global geospatial/CAD software company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. (NASDAQ: ADSK) | Director | Current | Public company board experience in design & make software |
| NetDocuments | Director | Current | Director at cloud-based legal DMS; private company governance |
| JSSI, Inc. | Director | Current | Director at business aviation services/software provider; private company governance |
Board Governance
- Independence: Board determined all directors other than CEO are “independent”; French is independent per NASDAQ Listing Rule 5605(a)(2) .
- Tenure: Director since 2021; age 53 .
- Committee memberships (current):
- Corporate Governance & Nominating Committee: Member
- Audit Committee: Member
- Compensation Committee: Not a member
- Committee chairs: None; Audit chaired by Andrew Miller; Compensation chaired by Richard Nottenburg; Governance chaired by Kristen Robinson .
- Committee activity and engagement:
- Board met 15 times in FYE 25; each incumbent director attended at least 75% of Board and committee meetings during their tenure .
- Audit Committee met 4 times; all members meet NASDAQ financial sophistication; Miller and Kurtz designated “audit committee financial experts” .
- Corporate Governance & Nominating met 3 times and held additional executive sessions .
- Lead Independent Director: William Kurtz since July 2024 .
- Risk oversight: Audit Committee oversees financial, compliance, cybersecurity, conflicts, related-party transactions; Governance & Nominating oversees overall governance, ESG, board effectiveness, succession .
Fixed Compensation
Director compensation structure (FYE 25):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | All independent directors; no per-meeting fees |
| Committee membership fees | Audit: $15,000; Compensation: $10,000; Governance & Nominating: $6,000 | Chairs receive higher fees (Audit $27,000; Comp $20,000; Governance $12,500). Lead Independent Director $35,000, paid in lieu of membership fee |
| Non-employee director compensation cap | $850,000 | Aggregate per fiscal year (fees + equity grant-date fair value) |
French’s FYE 25 earned compensation:
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 73,304 |
| Stock Awards (grant-date fair value) | 200,008 |
| Option Awards | — |
| Total | 273,312 |
Performance Compensation
Time-based equity awards to directors (no performance metrics):
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Apr 22, 2024 | 6,859 | 200,008 | Vested Apr 10, 2025 | None (one-year time-based vesting) |
Notes:
- Grant-date value based on $29.16 closing price on Apr 22, 2024 .
- No dividends/dividend equivalents paid on unvested awards under plan; vesting governed by Amended Plan with double-trigger change-of-control protection .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Comments |
|---|---|---|---|
| Autodesk, Inc. | Public | Director | No VRNT-related transactions disclosed; governance experience |
| NetDocuments | Private | Director | No VRNT-related transactions disclosed |
| JSSI, Inc. | Private | Director | No VRNT-related transactions disclosed |
| Apax investor board rights | Investor agreement | “Independent Designee” | French was nominated as the “Independent Designee” mutually agreed with Apax following Series B investment; Jason Wright is Apax Designee. This introduces an investor-linked nomination dynamic, while Board affirms independence under NASDAQ rules . |
Expertise & Qualifications
- Former CEO and COO in enterprise software; background managing technology companies and serving on public tech boards .
- Audit Committee member meeting NASDAQ financial sophistication requirements .
- Governance exposure across ESG, board effectiveness, and succession planning via Governance & Nominating membership .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) as of Apr 30, 2025 | 23,253; <1% of outstanding |
| Unvested director stock awards (as of Jan 31, 2025) | 6,859 RSUs |
| Stock ownership guideline for directors | Hold equity equal to 5x annual cash retainer (i.e., five times $50,000) |
| Hedging/Pledging | Prohibited for officers and directors; insider trading policy restricts such transactions |
Governance Assessment
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Signals supporting effectiveness and investor confidence:
- Strong shareholder support for re-election in 2025: 58,926,833 votes for; 782,439 withheld; 4,144,922 broker non-votes .
- Active committee engagement: Audit (4 meetings) and Governance (3 meetings + executive sessions); Board met 15 times; minimum 75% attendance met by all incumbents .
- Independent status affirmed; Audit Committee sophistication standards met .
- Director equity aligned via annual RSU grant; stock ownership guideline promotes alignment; hedging/pledging prohibited .
-
Potential conflicts and monitoring points:
- Investor-linked nomination: French’s initial nomination as “Independent Designee” under Apax’s investment agreement; while independence is affirmed, investors may monitor potential influence channels from preferred stockholder board rights .
- No related-party transactions involving French are disclosed; VRNT has formal related-party transaction approval processes via Audit Committee and compliance officers, which mitigates conflict risk .
-
RED FLAGS: None disclosed for French regarding related-party transactions, hedging/pledging, option repricing, or attendance shortfalls; non-employee director compensation capped at $850,000 per year, reducing pay inflation risk .
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Additional governance context:
- Lead Independent Director structure in place (Kurtz) with defined responsibilities; periodic executive sessions of independent directors support board independence .
- Audit Committee’s quarterly cybersecurity oversight enhances risk management credibility .