Courtney Armstrong
VERISIGN INC/CAAbout Courtney D. Armstrong
Courtney D. Armstrong, age 54, has served on VeriSign’s board since June 2021; he is currently Chief Operating Officer at Paramount Pictures and Filmed Entertainment Group (since March 2024) and previously served as President of Business Affairs and Administration (Oct 2021–Mar 2024) . He holds a B.S. in Mechanical Engineering from Northwestern University, a J.D. from Northwestern Pritzker School of Law, and an M.B.A. from Kellogg School of Management; the Board has determined he qualifies as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Pictures | EVP, Worldwide Business Affairs | Apr 2014 – Oct 2021 | Oversaw day-to-day business and legal aspects of film acquisition, development, production, and initial distribution; supervised negotiations with filmmakers/talent |
| Walt Disney Pictures | Attorney, Business & Legal Affairs | ~3 years (prior to 2003) | Business/legal work in Motion Picture Group |
| Paul Hastings LLP | Litigation Associate (entertainment litigation) | Early career (prior to Disney) | Litigation experience in entertainment matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paramount Pictures and Filmed Entertainment Group | Chief Operating Officer | Mar 2024 – present | Operating executive role; not disclosed as a board directorship |
| Paramount Pictures and Filmed Entertainment Group | President, Business Affairs & Administration | Oct 2021 – Mar 2024 | Operating executive role |
| Other public company boards | — | — | None disclosed in VeriSign’s proxy biography |
Board Governance
- Committee assignments (2025): Audit Committee member; Compensation Committee member .
- Prior committee service (2024): Audit; Compensation; Corporate Governance & Nominating .
- Independence: Board affirmed Armstrong is independent (7 of 8 continuing directors) as of Feb 12, 2025 .
- Attendance: During 2024, no director attended fewer than 90% of aggregate Board and committee meetings; Board held 6 and committees 18 meetings collectively .
- Lead Independent Director: Timothy Tomlinson (2025) with robust responsibilities (agenda, information flow, executive sessions, investor engagement) .
- Audit Committee composition/report: Audit members include Tomlinson (Chair), Armstrong, Cote, McCann; 5 meetings in 2024; responsibilities include oversight of financial reporting, controls, compliance, and auditor oversight .
- Compensation Committee composition/report: Members include Frist (Chair), Armstrong, Gorelick; 5 meetings in 2024; responsibilities include executive/director pay, equity plans, human capital oversight; Armstrong is a signatory to the committee report .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (program level) | $45,000 (non-employee director) | $50,000 (non-employee director) |
| Committee chair/member cash fees (program level) | Audit: $15k chair / $25k member; Compensation: $10k chair / $20k member; CG&N: $15k chair / $10k member; Cybersecurity: $10k chair / $20k member | Audit: $15k chair / $25k member; Compensation: $10k chair / $20k member; CG&N: $15k chair / $10k member; Cybersecurity: $10k chair / $20k member |
| Lead Independent Director retainer (program level) | $50,000 | $50,000 |
| Armstrong – Fees earned/paid in cash | $69,743 | $106,830 |
Program notes:
- Annual director equity grant: $250,000 in RSUs each year; vest immediately upon grant .
- No outstanding director equity awards at year-end due to immediate vesting .
Performance Compensation
| Equity award element (Directors) | Grant mechanics | 2023 detail | 2024 detail |
|---|---|---|---|
| Annual RSU grant | Fixed-value RSUs vest immediately at grant; no performance conditions | 1,179 RSUs at $211.88 per share ($249,807 grant-date fair value) granted to each non-employee director on Jul 24, 2023 | 1,408 RSUs at $177.46 per share ($249,864 grant-date fair value) granted to each then-serving non-employee director on Jul 22, 2024 |
Note: VeriSign’s director equity grants are not performance-based; they vest at grant, unlike NEO PSUs that use operating income CAGR and relative TSR metrics for long-term incentives (NEO structure summarized elsewhere in the proxy) .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | VeriSign discloses no Armstrong service on other public company boards; Compensation Committee interlocks: none – no executive officer served on another company’s committee creating an interlock in 2024 |
Expertise & Qualifications
- Business and legal executive: sales/marketing, financial management, contract negotiation, distribution; perspective valued by Board .
- Audit committee financial expert designation .
- Technical/managerial background across entertainment sector operations (Warner Bros., Disney, Paramount) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Courtney D. Armstrong | 3,746 | Less than 1% (based on 100,138,512 shares outstanding as of Mar 28, 2024) |
Stock ownership policy and alignment:
- Directors must hold stock equal to 10x annual retainer; participants must retain 50% of net shares until guideline met and hold required amount until six months after service ends; all covered individuals are in compliance .
- Insider Trading Policy prohibits shorting, hedging, and pledging of Verisign stock .
Governance Assessment
- Independence and committee engagement: Armstrong is an independent director with active roles on Audit and Compensation committees; Audit met 5 times and Compensation met 5 times in 2024, and the Board recorded >90% attendance, supporting engagement and oversight .
- Financial oversight quality: Audit Committee report lists Armstrong as a member; the committee oversees financial reporting, controls, compliance, and auditor independence, indicating strong governance involvement; Armstrong is deemed an audit committee financial expert .
- Compensation governance: Member and signatory on Compensation Committee report; committee uses FW Cook as independent consultant (independence re-affirmed Dec 2024), aligns director pay near market median, and maintains clawback/retention policies at the executive level .
- Alignment and incentives: Director equity grants vest immediately and are not performance-based, which simplifies retention but provides limited long-term performance linkage for directors; however, strict stock ownership/retention rules and prohibitions on hedging/pledging counterbalance alignment concerns .
- Conflicts/related-party exposure: VeriSign reports no related-person transactions since Jan 1, 2024; policy requires Audit Committee review/approval and specifies no indirect material interest solely from board roles or <10% ownership, mitigating conflict risk .
- Shareholder signals: Say-on-pay support remained strong (over 94% approval at 2024 meeting), reflecting investor confidence in compensation practices; directors are subject to stock retention policies supporting ongoing alignment .
RED FLAGS to monitor: Immediate vest RSU grants to directors (no performance conditions) reduce explicit performance linkage for board pay; continued monitoring of ownership compliance and any future related-party transactions remains prudent .