Debra McCann
VERISIGN INC/CAAbout Debra W. McCann
Debra W. McCann (age 52) is an independent director of VeriSign, Inc., appointed October 21, 2024, and serves on the Audit Committee. She is Executive Vice President and Chief Financial Officer of Unisys (since May 2022), with prior senior finance roles at Dun & Bradstreet (2009–Apr 2022), and earlier positions at Cegedim and AT&T; she holds an MBA from Harvard Business School and a BS in Finance and International Business from Penn State. The Board has affirmatively determined she is independent (Feb 12, 2025) and that her financial and accounting skills qualify her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | EVP & Chief Financial Officer | May 2022 – Present | CFO experience; qualifies as audit committee financial expert at VRSN |
| Dun & Bradstreet, Inc. | Treasurer; SVP, Investor Relations & Corporate FP&A (progressively senior roles) | 2009 – Apr 2022 | Capital markets, IR, and FP&A leadership |
| Cegedim | Leadership positions | Prior to 2009 | Technology/services operating experience |
| AT&T, Inc. | Leadership positions | Prior to 2009 | Large-cap telecom and technology exposure |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography for Ms. McCann |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Committee assignments and expertise
- Audit Committee: Member; Audit Committee met 5 times in 2024; each member (including McCann) meets Nasdaq independence and financial knowledge requirements, and the Board determined all Audit members are “audit committee financial experts.”
- Independence: Board determined 7 of 8 continuing directors are independent, including McCann (determination date: Feb 12, 2025).
- Attendance and engagement
- 2024 activity: Board held 6 meetings; Board committees held 18 meetings collectively; no director attended fewer than 90% of the total of Board and applicable committee meetings.
- Years of service
- Director since October 2024 (appointed Oct 21, 2024).
- Board leadership structure
- Executive Chair/CEO model with a Lead Independent Director who presides over executive sessions, approves agendas/schedules, and can call meetings of independent directors.
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Increased from $45,000 after July 23, 2024 review |
| Committee retainers – Audit | Chair: $15,000; Member: $25,000 | Committee chair fees are in addition to member fees (as applicable) |
| Committee retainers – Compensation | Chair: $10,000; Member: $20,000 | |
| Committee retainers – Corporate Governance & Nominating | Chair: $15,000; Member: $10,000 | |
| Committee retainers – Cybersecurity | Chair: $10,000; Member: $20,000 | |
| Lead Independent Director | +$50,000 | |
| Equity – annual grant | $250,000 in RSUs | RSUs vest immediately upon grant; directors subject to stock retention policy |
| New director equity (pro rata) | Pro rata portion of the $250,000 RSU grant | Amount determined by appointment/election date |
| Reimbursement | Reasonable expenses reimbursed |
Performance Compensation
- Non‑employee directors do not receive performance‑based cash or PSU awards; director equity is time‑based RSUs that vest immediately upon grant.
Equity award details for McCann (new director grant):
- RSUs granted Oct 21, 2024: 1,001 units; grant date fair value $187,357; vest immediately on grant.
Other Directorships & Interlocks
- Compensation Committee interlocks and insider participation: All Compensation Committee members in 2024 were independent; no interlocks disclosed.
- No inter‑company related party transactions (see Related Party section below).
Expertise & Qualifications
- Financial leadership: CFO of a public technology/services company; prior decade+ at Dun & Bradstreet leading treasury, IR, and corporate FP&A.
- Audit committee financial expert: Board determined her financial and accounting skills qualify her as an audit committee financial expert.
- Education: MBA, Harvard Business School; BS in Finance and International Business, Pennsylvania State University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Debra W. McCann | 1,001 | <1% | As of April 1, 2025; per beneficial ownership table |
| Outstanding director equity at 12/31/2024 | None | — | No director held any outstanding awards at year‑end 2024 (RSUs vest immediately) |
| Stock ownership/retention policy | Directors: 10x annual retainer; retain 50% of net shares until guideline met; hold required minimum for six months post‑service | Company states all covered individuals are in compliance; hedging/pledging prohibited |
Director Compensation – McCann (2024)
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $33,424 | Pro‑rated for 2024 service; includes applicable committee/retainer allocations |
| Stock awards (RSUs) | $187,357 | 1,001 RSUs at $187.17; vest immediately on grant (Oct 21, 2024) |
| Total | $220,781 | Sum of cash and equity |
Related Party, Independence, and Policies
- Independence: Board confirmed McCann’s independence (Feb 12, 2025).
- Related party transactions: None required to be reported since Jan 1, 2024; policy requires Audit Committee review of any related person transactions over $120,000.
- Insider trading and alignment: Prohibits shorting, hedging, pledging, and holding stock in margin accounts; trading permitted only in approved windows with pre‑clearance.
- Section 16 compliance: Company believes all Section 16(a) filing requirements for directors and executive officers were met for 2024.
Say‑on‑Pay & Shareholder Feedback (Context for Governance Culture)
- 2024 say‑on‑pay support: >94% of votes cast in favor; Compensation Committee made no significant changes to approach for 2024/2025.
Governance Assessment
- Strengths and signals supporting investor confidence
- Independent director with deep finance, IR, and treasury experience; designated audit committee financial expert; placed on Audit Committee.
- Strong policy framework: robust stock retention (10x retainer for directors), no hedging/pledging; Section 16 compliance; no related‑party transactions disclosed since Jan 1, 2024.
- Attendance: No director was below 90% attendance in 2024 across Board/committees.
- Watch items
- New director tenure (appointed Oct 21, 2024); continued observation of meeting participation and committee contributions warranted.
- Director RSUs vest immediately upon grant, which reduces time‑based retention incentives at the award level, though the stock retention policy (10x retainer; 50% net share hold) mitigates alignment concerns.
- RED FLAGS
- None identified in disclosures: no related party transactions, no hedging/pledging, independence affirmed, and no attendance shortfalls reported.