Kathleen Cote
VERISIGN INC/CAAbout Kathleen A. Cote
Independent director of VeriSign, Inc. since February 2008; age 76. Currently serves on the Audit Committee and is designated an audit committee financial expert. Education includes an MBA from Babson College, a BA from the University of Massachusetts, Amherst, and an Honorary Doctorate from the University of Massachusetts. Background spans CEO roles in technology and operations across systems integration, networks, hardware/software, and internet services.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Worldport Communications, Inc. | Chief Executive Officer | May 2001 – June 2003 | Led managed internet services provider |
| Seagrass Partners | Founder & President | Sept 1998 – May 2001 | Strategic planning and operational support for startups/mid-sized tech firms |
| Computervision Corporation | President & Chief Executive Officer | Not disclosed | Oversaw global product development and data management software operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Director | Jan 2001 – Nov 2021 | Served on audit and corporate governance committees; served as lead independent director |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 5 times in 2024. Board determined she is independent (Feb 12, 2025); all members of Audit, Compensation, and Corporate Governance & Nominating Committees are independent.
- Attendance and engagement: In 2024, no director attended fewer than 90% of combined Board and committee meetings; Board held 6 meetings and committees held 18 collectively.
- Independence status: Affirmed independent director; Board has 7 of 8 continuing directors independent.
Fixed Compensation
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Annual cash retainer | Standard non-employee director retainer | $50,000 | Increased from $45,000 effective July 2024 |
| Committee service (Audit) | Member retainer | $25,000 | Audit member fee; chair $15,000 plus member fees |
| Other cash fees | Not disclosed | — | No meeting fees disclosed; specific role premiums paid to other roles (e.g., Lead Independent Director) |
| 2024 cash earned (Cote) | Total fees earned | $128,465 | Reported in director comp table |
Performance Compensation
- Directors receive annual RSU grants that vest immediately; no performance-based awards disclosed for directors. Cote received 1,408 RSUs on July 22, 2024 (grant date fair value $249,864 at $177.46 per share); no outstanding director awards at year-end due to immediate vesting.
Other Directorships & Interlocks
- Current public boards: None disclosed.
- Prior boards: Western Digital Corporation; roles included audit and corporate governance committees and lead independent director (no current interlocks or related-party exposures disclosed).
- Related-party transactions: None involving directors or their immediate families since Jan 1, 2024; policy requires Audit Committee review of any such transactions over $120,000.
Expertise & Qualifications
- Technology and operations leadership across systems integration, networks, hardware/software, web applications, and internet services; relevant to Verisign’s mission-critical infrastructure.
- Strategic planning, product development, sales/marketing, and international experience.
- Financial expertise: Audit committee financial expert designation.
- Education: MBA (Babson), BA (UMass Amherst), Honorary Doctorate (UMass).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kathleen A. Cote | 27,346 | <1% | Based on 94,127,787 shares outstanding; RSUs for directors vest immediately (no outstanding director awards at year-end) |
Stock ownership guidelines and alignment:
- Directors must hold stock equal to 10x annual retainer and retain 50% of net shares from equity awards until guidelines are met and for six months post-service; company states all covered individuals are in compliance. Hedging, shorting, margin accounts, and pledging are prohibited under the Insider Trading Policy.
Governance Assessment
- Independence and tenure: Independent director since 2008 with deep operating experience and audit committee financial expertise, reinforcing board oversight quality.
- Committee effectiveness: Active Audit Committee member; Audit Committee met 5 times and issued its report; private sessions with auditors and key executives support robust financial oversight.
- Attendance and engagement: 2024 attendance at or above 90% threshold across Board/committees, signaling engagement.
- Compensation alignment: Director pay balanced between cash retainer and immediate-vest RSUs; adherence to stringent stock ownership and retention policies enhances alignment with shareholders.
- Conflicts and red flags: No related-party transactions; strict prohibition on hedging/pledging; compliant Section 16 reporting; no disclosed legal proceedings or governance red flags tied to Cote.
Overall signal: Strong independence, audit expertise, and compliance posture, with equity retention policies reinforcing alignment; no conflicts or attendance issues disclosed.