Richard Nottenburg
VERINT SYSTEMSAbout Richard Nottenburg
Independent director at Verint Systems (VRNT), age 71, serving since February 2013 (with a prior stint July–November 2011). He chairs the Compensation Committee; prior executive roles include President & CEO of Sonus Networks (2008–2010) and EVP/Chief Strategy Officer/CTO at Motorola (2004–2008). Current external roles: Executive Chairman of NxBeam Inc. (since Feb 2023), director at Sequans Communications (audit and compensation committees), and director at Applied Digital (compensation committee chair; audit committee member). Earlier filings referenced him as “Dr. Nottenburg,” indicating a doctoral-level credential, though the latest proxy does not specify degree details .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonus Networks, Inc. | President & CEO; Director | 2008–2010 | Led a public telecom company; CEO experience |
| Motorola, Inc. | EVP, Chief Strategy Officer, Chief Technology Officer | 2004–2008 | Senior technology and strategy leadership at a Fortune 500 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NxBeam Inc. | Executive Chairman | Feb 2023–present | RF semiconductor products; executive oversight |
| Sequans Communications S.A. (NYSE: SQNS) | Director | Current | Audit Committee member; Compensation Committee member |
| Applied Digital, Inc. (NASDAQ: APLD) | Director | Current | Compensation Committee Chair; Audit Committee member |
| Prior public boards (selected) | Director | — | Cognyte Software Ltd.; PMC-Sierra; Aeroflex Holding; Anaren; Comverse Technology; Violin Memory |
Board Governance
- Independence: The Board determined all directors other than the CEO (Bodner) are independent under NASDAQ rules; Nottenburg is independent .
- Committee leadership: Compensation Committee Chair; committee members during FYE 25 were Nottenburg (Chair), Robinson, Smith, and Crawford (joined Aug 29, 2024). Seven meetings in FYE 25, indicating high engagement .
- Board activity and attendance: Board held 15 meetings in FYE 25; each incumbent director attended at least 75% of Board and committee meetings during their tenure. Eight of eleven directors attended the July 10, 2024 Annual Meeting. Independent directors hold executive sessions periodically .
- Governance architecture: Lead Independent Director is William Kurtz; standing committees are Corporate Governance & Nominating, Audit, and Compensation, each with formal charters and NASDAQ/SEC qualification compliance .
Current Committee Membership (VRNT)
| Director | Governance & Nominating | Audit | Compensation |
|---|---|---|---|
| Linda Crawford | X | X | |
| Reid French | X | X | |
| Stephen Gold | X | X | |
| William Kurtz | X | X | |
| Andrew Miller | X (Chair) | ||
| Richard Nottenburg | X (Chair) | ||
| Kristen Robinson | X (Chair) | X | |
| Yvette Smith | X | ||
| Jason Wright |
Fixed Compensation
- Structure for independent directors (FYE 25): $50,000 annual cash retainer; annual equity grant valued at $200,000 (one-year vesting); no per-meeting fees; committee membership and chair fees per table below .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Independent directors |
| Annual equity grant | $200,000 | One-year vesting |
| Audit Committee (member) | $15,000 | |
| Audit Committee (chair) | $27,000 | |
| Compensation Committee (member) | $10,000 | |
| Compensation Committee (chair) | $20,000 | |
| Governance & Nominating (member) | $6,000 | |
| Governance & Nominating (chair) | $12,500 | |
| Lead Independent Director fee | $35,000 | Paid in lieu of membership fee |
Nottenburg – Director Compensation (FYE 25)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Richard Nottenburg | 73,355 | 200,008 | — | 273,363 |
Performance Compensation
- Director equity details (time-based RSUs): On Apr 22, 2024, Nottenburg received 6,859 RSUs for Board service in FYE 25; vesting date Apr 10, 2025; grant-date fair value based on $29.16 closing price on grant date .
| Grant Type | Grant Date | Shares | Vesting Date | Valuation Basis |
|---|---|---|---|---|
| RSU (Director retainer) | Apr 22, 2024 | 6,859 | Apr 10, 2025 | $29.16 close (grant-date) |
- Company executive pay metrics he oversees as Compensation Committee Chair: Annual bonuses (FYE 25) used four metrics—bundled new SaaS ACV, bundled SaaS revenue, SaaS ARR, and free cash flow; PSUs (FYE 25 grants) used three metrics—revenue, EBITDA margin, and relative TSR. Policies include clawbacks (stand-alone officer policy per NASDAQ rules) and stock ownership guidelines .
| Plan | Metrics | Design Features |
|---|---|---|
| Annual bonus (officers, FYE 25) | Bundled new SaaS ACV; Bundled SaaS revenue; SaaS ARR; Free Cash Flow | Thresholds; staged goals; caps; formulaic targets; limited discretion |
| PSUs (FYE 25 grants) | Revenue; EBITDA margin; Relative TSR | ≥50% of LTIs are performance-based (≥60% for CEO) |
| Governance | Clawbacks; hedging/pledging prohibitions; stock ownership guidelines | Policies against tax gross-ups for 280G and perquisites, with limited relocation exception |
Other Directorships & Interlocks
| Company | Relationship | Role | Potential Interlock/Notes |
|---|---|---|---|
| Sequans Communications S.A. (NYSE: SQNS) | External | Director; Audit and Compensation Committees | Technology sector overlap; no VRNT transactional linkage disclosed |
| Applied Digital, Inc. (NASDAQ: APLD) | External | Director; Compensation Chair; Audit Member | Digital infrastructure; no VRNT transactional linkage disclosed |
| NxBeam Inc. | External | Executive Chairman | Private RF semiconductor; no VRNT linkage disclosed |
| Cognyte Software Ltd. | Prior | Former Director/Comp Committee Chair (prior filings); no current role in 2025 bio |
- Related-party transactions: VRNT requires Audit Committee approval for related-party transactions >$120,000; review factors include fairness and impact on director independence. No Nottenburg-specific related-party transaction disclosures appeared in retrieved sections .
Expertise & Qualifications
- Deep technology and strategy background (Motorola CTO/CSO; Sonus CEO); extensive public company board service and committee leadership (audit and compensation) .
- The Board concluded he has strong financial and business expertise and qualifications to serve as director .
Equity Ownership
| Holder | Class Owned | Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|---|
| Richard Nottenburg | Common | 6,859 | * (<1%) | Ownership table based on 60,247,698 shares outstanding as of Apr 30, 2025 |
- Unvested director stock awards as of Jan 31, 2025: Nottenburg held 6,859 unvested RSUs (director grant) .
- Ownership guidelines: Directors required to hold equity equal to five times annual cash retainer; until compliant, must hold 50% of after-tax shares from vesting/exercise. Hedging and pledging are prohibited by policy; insiders are also barred from short-selling, short-term trades, and options trading in VRNT securities .
Governance Assessment
- Strengths: Independent director; chairs the Compensation Committee with active engagement (seven meetings in FYE 25). VRNT’s pay program features diversified, formulaic, multi-metric design with robust clawback and ownership policies; investor outreach led by Nottenburg produced high say-on-pay support (94% in July 2024), supporting investor confidence .
- Board effectiveness signals: High overall Board activity (15 meetings) and minimum 75% attendance across incumbents; periodic executive sessions; formal committee charters and compliance with NASDAQ/SEC standards, including audit financial expertise on the Audit Committee .
- Watchpoints: Multiple external commitments (NxBeam Executive Chairman; APLD and SQNS board roles) imply time demands; monitor for any future transactions between VRNT and these companies that could create related-party exposure—none disclosed in retrieved sections. Beneficial ownership stands at 6,859 shares; while guidelines require 5× cash retainer, individual compliance status is not disclosed, so alignment assessment should be revisited when updated holdings are available .
Shareholder Engagement and Say-on-Pay
- Process led by Compensation Committee Chair (Nottenburg) in fall 2024: outreach to >35 large holders (~80% of shares), eight responses (~25% of shares), six investor calls (~20% of shares). Say‑on‑pay support exceeded 94% at July 2024 meeting, indicating broad shareholder backing of compensation practices .