Stephen Gold
VERINT SYSTEMSAbout Stephen Gold
Stephen Gold (age 66) has served as an independent director of Verint Systems Inc. since August 2018. He previously served as Chief Technology Officer and Digital Operations Officer at Hudson’s Bay Company (May 2018–July 2021) and Chief Information Officer at CVS Health Corporation (July 2012–December 2017). The Board cites his management experience in technology leadership, cybersecurity, and cloud software as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson’s Bay Company | Chief Technology Officer and Digital Operations Officer | May 2018 – July 2021 | Led digital operations; experience in cybersecurity and cloud software cited by VRNT Board |
| CVS Health Corporation | Chief Information Officer | July 2012 – December 2017 | Large-scale IT leadership; Board highlights CIO experience for qualifications |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Kinect Corp. (formerly World Fuel Services) | Director | Sept 2017 – May 2020 | Member of Governance and Technology & Operations Committees |
Board Governance
- Independence: The Board determined all directors other than the CEO (Dan Bodner) are independent under NASDAQ rules; Gold is independent .
- Attendance: In FY ended Jan 31, 2025, the Board held 15 meetings; each incumbent director attended at least 75% of Board and committee meetings during their tenure .
- Executive sessions: Independent directors periodically hold executive sessions without management .
- Lead Independent Director: William Kurtz has served as Lead Independent Director since July 2024 .
- Risk oversight: The Audit Committee oversees cybersecurity risk management and disclosure; Gold served on the Audit Committee .
| Year (FYE) | Committee Memberships | Chair Roles | Committee Meeting Counts (FY) |
|---|---|---|---|
| FYE 25 (year ended Jan 31, 2025) | Audit; Corporate Governance & Nominating | None | Audit: 4; Corporate Governance & Nominating: 3 (plus additional executive sessions) |
| FYE 24 (year ended Jan 31, 2024) | Audit | None | Audit: 4 |
| FYE 23 (year ended Jan 31, 2023) | Audit | None | Audit: 4 |
- Director stock ownership guidelines: Non-employee directors must hold equity equal to 5x the annual cash retainer; hedging and pledging are prohibited .
Fixed Compensation
| Year (FYE) | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| FYE 25 | 75,443 | Includes Board retainer and committee membership fees (no per-meeting fees); Audit membership fee $15,000 and Corporate Governance & Nominating membership fee $6,000 per policy schedule |
| FYE 24 | 65,000 | Board retainer and committee fees; no per-meeting fees |
| FYE 23 | 65,000 | Board retainer and committee fees; no per-meeting fees |
Director fee schedule (policy): Annual cash retainer $50,000; Committee membership fees—Audit $15,000, Compensation $10,000, Corporate Governance & Nominating $6,000; chair fees higher; Lead Independent Director receives $35,000 in lieu of Board membership fee .
Performance Compensation
- Structure: Annual RSU grants with one-year vesting; no options; no performance-based metrics (time-based RSUs only) .
- No meeting fees; equity grants sized at ~$200,000 grant-date fair value annually .
| Year (FYE) | RSU Shares Granted | Grant Date | Grant-Date Fair Value Inputs | Vesting Date | Option Awards | Performance Metrics Tied to Awards |
|---|---|---|---|---|---|---|
| FYE 25 | 6,859 | Apr 22, 2024 | $200,008 aggregate fair value; based on $29.16 closing price on grant date | Apr 10, 2025 | None | None disclosed; RSUs vest time-based |
| FYE 24 | 5,274 | Apr 20, 2023 | $194,189 aggregate fair value; based on $36.82 closing price | Apr 10, 2024 | None | None disclosed; RSUs vest time-based |
| FYE 23 | 3,606 | Apr 25, 2022 | $199,953 aggregate fair value; based on $55.45 closing price | Apr 12, 2023 | None | None disclosed; RSUs vest time-based |
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| World Kinect Corp. (NYSE: WKC) | Director; member of Governance and Technology & Operations Committees | Prior (Sept 2017–May 2020) | No VRNT-related transactions disclosed; committee experience relevant to technology governance |
Expertise & Qualifications
- CIO/CTO credentials with large-scale IT and digital operations experience (CVS Health CIO; HBC CTO/Digital Ops) .
- Board cites cybersecurity and cloud software experience; aligns with Audit Committee’s cybersecurity oversight responsibilities .
Equity Ownership
| Reference Date | Shares Beneficially Owned | Ownership % of Common | Unvested Director RSUs at FY-End |
|---|---|---|---|
| Apr 30, 2025 | 28,473 | <1% | 6,859 (as of Jan 31, 2025) |
| Apr 30, 2024 | 24,358 | <1% | 5,274 (as of Jan 31, 2024) |
| May 1, 2023 | 19,084 | <1% | 3,606 (as of Jan 31, 2023) |
- Pledging/Hedging: Company policy prohibits hedging and pledging; no exceptions disclosed for directors .
Governance Assessment
-
Strengths
- Independent director with deep technology, cybersecurity, and cloud expertise; service on Audit and Corporate Governance & Nominating Committees enhances board oversight in risk and governance .
- Consistent meeting participation at the board level (≥75% attendance for incumbents) and presence of independent director executive sessions supports effective oversight .
- Director compensation aligned to time-based equity and standard cash retainers; no options or performance metric manipulation risks; ownership guidelines (5x retainer) and anti-hedging/pledging policies promote alignment .
-
Potential Risks / RED FLAGS
- No performance-based equity for directors (purely time-based RSUs), which may reduce explicit pay-for-performance sensitivity; however, this structure is typical for directors .
- Board includes investor-affiliated representation (e.g., Apax nominee Jason Wright) which can create differing priorities; no related-party issues disclosed for Gold specifically .
- Individual attendance rates are not disclosed; only board-level minimum compliance is reported (≥75%). More granular director-level data would further enhance assessment .
-
Shareholder Sentiment Signals
- Say-on-pay (2024 Annual Meeting): Approved with 60,030,051 for vs. 3,596,377 against (70,326 abstentions; 2,750,173 broker non-votes), indicating general support for compensation practices .
- 2025 Special Meeting compensation proposal related to merger: Approved 48,314,025 for vs. 9,834,444 against (78,803 abstentions) .
Overall, Stephen Gold’s profile reflects strong technology governance credentials and independence, with committee roles that touch cybersecurity and board effectiveness. No material conflicts, related-party transactions, or Section 16 issues are disclosed for him, and his compensation structure is standard for independent directors at VRNT .