D. James Bidzos
VERISIGN INC/CAAbout D. James Bidzos
D. James Bidzos is Executive Chairman, President and Chief Executive Officer of Verisign. He has served as Executive Chairman since 2009, CEO since 2011, and resumed the President title in April 2024; he has been Chairman or Vice Chairman of the Board since Verisign’s founding in 1995 and is a founder of the company . Age 70 (as of the 2025 proxy) . Prior roles include Vice Chairman and EVP at RSA Security, and CEO of RSA Data Security (1986–1999) . Under his leadership, Verisign’s revenue rose from $1.27B in 2020 to $1.56B in 2024, while operating income increased from $824M to $1.06B; however, Verisign’s 5-year total shareholder return (indexed to 100 at YE-2019) was flat at 107 vs. 300 for the S&P 500 Information Technology Index as of YE-2024, indicating underperformance relative to tech benchmarks . Values marked with an asterisk (*) below are retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RSA Data Security, Inc. | President & CEO | 1986–1999 | Commercialized core cryptography; foundational experience directly relevant to Verisign’s security mission . |
| RSA Security Inc. | Executive Vice President; Vice Chairman | 1996–2002 | Senior leadership in identity/access management; industry relationships . |
| Verisign | Vice Chairman; Chairman; Executive Chairman; interim CEO; CEO; President | 1995–present | Founder and long-tenured leader; continuity for .com/.net operations and ICANN/DOC relationships . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VeriSign Japan K.K. | Director; Representative Director | 2008–2010 | International business oversight; supports global registry footprint . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 946,154 | 950,000 | 950,000 |
| Target Bonus (% of Salary) | 150% | 150% | 150% |
| Actual Annual Bonus Paid ($) | 1,332,375 | 1,265,400 | 1,372,275 |
| All Other Compensation ($) | 720 | 30,720 (HSR filing fee) | 720 |
Notes:
- 2024 VPP funding = 96.3% (Revenue and Operating Margin equally weighted, threshold 98% of target on either metric to fund) .
- No employment contracts; same benefits as employees; no special pensions; no significant perquisites .
Performance Compensation
Annual (Cash) – Verisign Performance Plan (VPP)
| Metric | Weight | Target | Actual (2024) | Payout Factor | Notes |
|---|---|---|---|---|---|
| Revenue | 50% | Set by Comp Committee | Achieved (adjusted) | 96.3% pool funding | Funding requires ≥98% of target on either metric . |
| Operating Margin | 50% | Set by Comp Committee | Achieved (adjusted) | 96.3% pool funding | Individual CEO payout matched pool; no discretionary adjustment . |
Long-Term Incentive (Equity)
| Grant Year | Vehicle | Mix | Metrics | Measurement Window | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| 2024 | PSUs | 60% of CEO LTI | Operating Income CAGR; TSR vs S&P 500 (cap unlock) | 2024–2026 | 75%–150%; cannot exceed 100% unless TSR ≥ S&P 500 | Cliff after performance certification post-2026 audit . |
| 2024 | RSUs | 40% of CEO LTI | Time-based | N/A | N/A | 25% on 2/15/2025; 6.25% quarterly thereafter for 3 years . |
| 2023 | PSUs | 60% of CEO LTI | Operating Income CAGR; TSR vs S&P 500 | 2023–2025 | 50%–200%; 100% cap unless TSR ≥ S&P 500 | Cliff after performance certification post-2025 audit . |
| 2022 | PSUs | N/A | Operating Income CAGR; TSR vs S&P 500 | 2022–2024 | 50%–200%; 100% cap unless TSR ≥ S&P 500 | Earned 74% of target; 18,710 shares to Bidzos vested Feb 2025 . |
Granted and Earned Detail (CEO)
| Item | 2023 | 2024 |
|---|---|---|
| Total Market Value of Equity Grant ($) | 9,999,781 | 11,732,383 |
| RSUs Granted (shares) | 18,790 | 23,963 |
| Target PSUs Granted (shares) | 28,186 | 35,945 |
| Grant Date Fair Value per Share ($) | 212.87 | 195.84 |
| 2022 PSU Earn-out (vested Feb 2025) | 16,661 earned @71% (2021 PSUs) ; 2022 PSUs earned 74%: 18,710 shares | 18,710 shares earned from 2022 grant |
Stock vested in 2024 (realized value): 33,949 shares; $6,505,623 for Bidzos .
Equity Ownership & Alignment
- Beneficial Ownership (CEO)
- 484,918 shares as of March 28, 2024; less than 1% of outstanding .
- Includes 3,206 RSUs vesting within 60 days (2024 footnote) ; 2025 proxy notes 3,725 RSUs within 60 days of April 1, 2025 .
- Outstanding awards at 12/31/2024 include:
- RSUs unvested: 23,963 from 2/12/2024 grant; additional earlier-year RSUs outstanding .
- PSUs unearned: 35,945 (2024 grant); 28,186 (2023 grant) shown at target achievement pending certification .
- Stock ownership policy: CEO must hold 6x base salary; retention of 50% of net shares until requirement met and for six months post-termination; all covered persons in compliance .
- Hedging/pledging: Prohibited (no shorting, hedging, or pledging) .
- Options: Company does not currently include annual or periodic stock option awards in programs .
Beneficial Ownership History (context for alignment)
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 28, 2019 | 794,328 | <1% |
| Apr 1, 2021 | 816,151 | <1% |
| Apr 1, 2022 | 685,639 | <1% |
| Mar 28, 2024 | 484,918 | <1% |
Employment Terms
- At-will; no employment contract; no single-trigger CIC benefits; no tax gross-ups; clawback policy compliant with Nasdaq Listing Standard 5608 (recovers excess incentive comp upon a restatement) .
- Change-in-Control (CIC) agreements (double-trigger within 24 months post-CIC; also certain pre-CIC windows) –:
- CEO cash severance: 2x base salary + 2x target bonus; plus up to 24 months COBRA premium reimbursement .
- Equity: Immediate vesting of RSUs and options upon qualifying termination; PSUs vest at target if performance period incomplete (or based on actual if period completed); if awards are not assumed or deal is all cash, time-based awards vest pre-close –.
- Covenants: 12 months non-solicit and non-compete post-termination .
- Cutback: 280G-friendly “best net” reduction to avoid excise taxes if beneficial .
CIC Economics (as of 12/31/2024)
| Executive | Cash + Health Benefits ($) | Accelerated Equity ($) |
|---|---|---|
| D. James Bidzos | 6,189,330 | 26,943,708 (PSUs at target where applicable) |
Board Governance
- Role: Chairman of the Board; Executive Chairman; President and CEO; Committee: Cybersecurity Committee member .
- Independence: Not independent; 7 of 8 continuing directors are independent (as of Feb 12, 2025) .
- Lead Independent Director: Timothy Tomlinson; robust authorities including presiding executive sessions, agenda approval, ability to call meetings, stockholder engagement .
- Attendance: In 2024, no director attended fewer than 90% of Board and committee meetings .
- Board structure assessment: Board annually evaluates leadership structure; currently retains combined CEO/Chair with strong LID as offset .
Director Compensation (for context)
- Employee directors (Bidzos) do not receive director retainers; compensated as executives .
- Non-employee directors receive $50,000 annual retainer (2024) and $250,000 RSUs; additional committee and leadership retainers per role .
Compensation & Incentive Design: Additional Governance
- Compensation Committee: Chair Thomas F. Frist III; members Armstrong and Gorelick (independent); 5 meetings in 2024; oversees HCM and incentive risk assessments .
- Independent consultant: FW Cook; assessed independent; advises on peer group, design, and pay benchmarking .
- Peer group for 2024 decisions included firms such as Akamai, ANSYS, Autodesk, Broadridge, Cadence, Equinix, FactSet, Fortinet, Global Payments, Jack Henry, Paychex, Roper, Synopsys, Teradata, Verisk, F5, Corpay, Intuit, Fiserv; in 2024 review, removed Intuit and Fiserv and added GoDaddy for 2025 compensation setting .
Say-on-Pay & Shareholder Feedback
- Strong support: Over 94% support for executive compensation in the 2024 annual meeting; approach maintained into 2024/2025 .
- Annual say-on-pay policy; Board considers outcomes in setting future pay .
Related Party Transactions & Risk Indicators
- Related party transactions: None requiring disclosure since Jan 1, 2024; policy requires Audit Committee review for transactions >$120,000; no exceptions noted –.
- Insider reporting: Company believes all Section 16 filings compliant for 2024; one late Form 4 in 2023 for another officer (administrative error) .
- Hedging/pledging: Prohibited for directors and executives .
- Red flags mitigants: Double-trigger CIC; no tax gross-ups; clawback; independent comp consultant; strong LID; stock ownership and retention policies .
- Strategic/operational risks: Domain name base declined 2.1% in 2024; competitive/regulatory pressures (esp. China); Board has dedicated Cybersecurity Committee and robust ERM reporting –.
Company Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 1,265,100,000* | 1,327,600,000* | 1,424,900,000* | 1,493,100,000* | 1,557,400,000 |
| Operating Income ($) | 824,200,000* | 866,800,000* | 943,100,000 | 1,000,600,000 | 1,058,200,000 |
| EBITDA ($) | 870,600,000* | 914,700,000* | 990,000,000* | 1,044,700,000* | 1,095,100,000* |
Values with an asterisk (*) retrieved from S&P Global.
Additional performance indicators:
- Domain base: 173.8M (2022) → 172.7M (2023) → 169.0M (2024); new registrations 37.4M in 2024 vs. 39.4M in 2023 .
- TSR (indexed to 100 at 12/31/2019): Verisign 107 vs. S&P 500 IT 300 at 12/31/2024 .
Investment Implications
- Pay-for-performance alignment: CEO target pay is highly performance-based (93% at target for 2024) with rigorous PSU metrics (Operating Income CAGR, and relative TSR gate). 2022 PSUs paid at 74%, demonstrating downside sensitivity when growth decelerates vs. targets .
- Vesting/overhang and potential selling pressure: RSUs vest quarterly over three years after the initial 25% cliff; predictable calendar vesting (e.g., Feb 15 each year for the cliff) can create periodic liquidity events, but Hedging/Pledging bans and retention requirements mitigate misalignment risks .
- Change-in-control protection: Double-trigger 2x cash and full equity acceleration (PSUs at target pre-certification) is market-typical; no tax gross-up reduces shareholder-unfriendly optics; however, absolute CIC equity acceleration could be material (est. $26.9M at 12/31/24) .
- Governance trade-off: The combined CEO/Chair role concentrates authority; the Board counters with a robust Lead Independent Director, fully independent key committees, and strong attendance/oversight practices .
- Performance trajectory: While revenue and operating income have grown with pricing power in .com/.net, the domain base contracted and TSR lagged tech benchmarks, a signal that long-term awards tied to operating performance and relative TSR are appropriately risked for pay realization .
- Alignment and ownership: CEO beneficial ownership (<1%) plus strict ownership/retention and hedging/pledging prohibitions support long-term alignment; no employment contract, no single-trigger CIC, and clawback further align incentives with shareholders .
Overall: Compensation architecture is rigorous and shareholder-friendly (performance weight, clawback, no gross-ups, double-trigger). Execution risk remains in sustaining operating growth amid a contracting domain base and regulatory/competitive pressures. Pay outcomes have shown downside sensitivity (2022 PSUs at 74%) and will increasingly hinge on operating income CAGR and relative TSR delivery over 2024–2026.