Jamie Gorelick
VERISIGN INC/CAAbout Jamie Gorelick
Jamie S. Gorelick (age 74) has served as an independent director of VeriSign, Inc. since January 2015. She is a partner at Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale) since July 2003, and previously held senior U.S. government roles including Deputy Attorney General, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and membership on the bipartisan National Commission on Terrorist Threats Upon the United States. She holds B.A. and J.D. degrees from Harvard University. At VeriSign, Gorelick chairs the Corporate Governance and Nominating Committee and serves on the Compensation Committee, bringing deep legal, regulatory, and national-security expertise relevant to critical internet infrastructure oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilmer Cutler Pickering Hale and Dorr LLP | Partner | Since Jul 2003 | Senior legal counsel; corporate and government advisory experience |
| U.S. Department of Justice | Deputy Attorney General | Not disclosed | Led DOJ operations; high-level legal/policy oversight |
| U.S. Department of Defense | General Counsel | Not disclosed | National security, legal oversight for DoD |
| U.S. Department of Energy | Assistant to the Secretary of Energy | Not disclosed | Energy policy/governance experience |
| National Commission on Terrorist Threats Upon the United States | Commissioner (member) | Not disclosed | National security and critical infrastructure expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | Director; Lead Independent Director; Nominating & Corporate Governance Committee member | Since Feb 2012 | Lead director responsibilities; governance oversight |
| United Technologies Corporation | Director | Feb 2000–Dec 2014 | Board experience at large industrial company |
| Schlumberger Limited | Director | Apr 2002–Jun 2010 | Global energy services governance experience |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation .
- Independence: Board determined on Feb 12, 2025 that 7 of 8 continuing directors are independent, including Gorelick .
- Attendance and engagement: In 2024, the Board held 6 meetings and committees held 18 collectively; no director attended fewer than 90% of aggregate board and committee meetings; lead independent director presides over executive sessions, ensures agenda control and can meet with significant shareholders .
- Years of service on VeriSign board: since 2015 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $78,465 | Actual cash retainer earned in 2024 for Gorelick |
| Equity grant (RSUs) | $249,864 | Annual RSU grant; 1,408 RSUs valued at $177.46 per share on Jul 22, 2024; vests immediately upon grant |
| Total | $328,329 | Sum of cash and RSU grant |
Director fee schedule (policy reference, not individual actuals):
- Annual cash retainer: $50,000
- Committee fees: Compensation Committee member $20,000; Corporate Governance & Nominating chair $15,000 (chair fees are incremental to member fees) .
- Annual director equity: $250,000 RSUs; immediate vesting .
Performance Compensation
| Performance Metric | Target/Threshold | Payout Levers | Status |
|---|---|---|---|
| None for directors (RSUs only) | N/A | N/A | VeriSign non-employee director equity is solely RSUs that vest immediately upon grant; no performance conditions . |
- Stock retention policy: Directors must hold stock equal to 10x annual retainer; must retain 50% of net shares until guideline met and hold minimum until six months after board service ends; all covered individuals are in compliance .
Other Directorships & Interlocks
| Company | Relationship to VeriSign | Potential Interlock Notes |
|---|---|---|
| Amazon.com, Inc. | Large internet platform and cloud provider; potential ecosystem overlap with internet infrastructure | Gorelick is Lead Independent Director at Amazon; no related-party transactions disclosed by VeriSign since Jan 1, 2024 . |
| United Technologies (prior), Schlumberger (prior) | Industrial/energy sectors | Historical board service; no current VeriSign related-party disclosures . |
Expertise & Qualifications
- Legal/regulatory and governance expertise; extensive public and private sector leadership .
- National security and critical infrastructure experience aligned with VeriSign’s mission .
- Board leadership experience as committee chair; succession planning and governance framework oversight at VeriSign .
- Education: Harvard B.A. and J.D. .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs. Unvested | Notes |
|---|---|---|---|---|
| Jamie S. Gorelick | 21,315 | <1% | No outstanding unvested director awards as of Dec 31, 2024; director RSUs vest immediately | Beneficial ownership as of Apr 1, 2025; directors had no outstanding awards at year-end 2024 . |
| Stock ownership guideline | 10x annual retainer | N/A | Ongoing retention required | Policy prohibits shorting, hedging, and pledging; all covered persons in compliance . |
| Section 16 compliance | N/A | N/A | N/A | Company believes all Section 16(a) filing requirements for directors and executive officers were complied with for 2024 . |
Governance Assessment
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Strengths and signals:
- Independent director chairing Governance & Nominating and serving on Compensation indicates strong influence on board composition, CEO/senior succession processes, stewardship oversight, and pay governance .
- High attendance and robust lead independent director framework support board effectiveness and investor confidence .
- Director compensation is modest in cash with equity paid in RSUs, combined with stringent stock retention and anti-hedging/pledging policies, reinforcing alignment and risk controls .
- No related-party transactions involving directors or executives since Jan 1, 2024; formalized related-person transaction policy and audit committee oversight reduce conflict risk .
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Oversight of pay and shareholder input:
- Compensation Committee employs independent consultant FW Cook; independence assessed and reengaged for 2025; no conflicts of interest .
- Compensation Committee report and risk assessment indicate standard best practices; say‑on‑pay support exceeded 94% in 2024, signaling shareholder confidence in pay governance .
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RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or director equity repricing. Note that directors receive time-based RSUs without performance conditions; while common, investors focused on pay-for-performance may prefer performance-linked director equity, but VeriSign’s stock retention policy partially mitigates alignment concerns .