Timothy Tomlinson
VERISIGN INC/CAAbout Timothy Tomlinson
Timothy Tomlinson, age 75, is Verisign’s Lead Independent Director and Chair of the Audit Committee. He served on Verisign’s board from the company’s founding in 1995 until 2002, and was reappointed in November 2007; he currently also sits on the Cybersecurity Committee . A corporate lawyer by training, he was General Counsel of Portola Minerals (2011–2013), Of Counsel at Greenberg Traurig (2007–2011), and founder/managing partner of Tomlinson Zisko LLP (1983–2007); he holds B.A. (Economics), Ph.D. (History), M.B.A., and J.D. degrees from Stanford University . The Board affirmed his independence on February 12, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portola Minerals Company | General Counsel | May 2011 – Dec 2013 | Corporate legal leadership |
| Greenberg Traurig, LLP | Of Counsel | May 2007 – May 2011 | Corporate governance and transactions |
| Tomlinson Zisko LLP | Founder, Named Partner; Managing Partner (multiple terms) | 1983 – May 2007 (acquired by Greenberg Traurig) | Licensing counsel to RSA Data Security and Verisign on cryptographic and cybersecurity products |
| RSA Data Security, Inc. (and Verisign) | Licensing Counsel (via Tomlinson Zisko LLP) | Pre‑2007 (various years) | Technology/IP licensing, cybersecurity product agreements |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other companies (unspecified) | Director; service on audit, compensation, and governance committees | Not disclosed | Board and committee experience across multiple companies |
Board Governance
- Structure and roles:
- Lead Independent Director with robust responsibilities (presides over executive sessions, liaises with Chair, approves agendas/schedules, may call meetings, engages with significant shareholders) .
- Audit Committee Chair; Cybersecurity Committee member .
- Served on Compensation Committee during 2024 (not currently listed for 2025), with the committee composed entirely of independent directors .
- Independence: Board determined seven of eight continuing directors (including Tomlinson) are independent as of February 12, 2025 .
- Attendance and engagement:
- 2024 activity: Board met 6 times; committees met 18 times collectively .
- No director attended fewer than 90% of Board and applicable committee meetings in 2024 .
- Audit Committee met 5 times in 2024 (Tomlinson signed the Audit Committee Report) .
- Cybersecurity Committee met 4 times in 2024 .
- Tenure: Director from 1995–2002; reappointed in November 2007; currently Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Increased from $45,000 on July 23, 2024 |
| Lead Independent Director retainer | $50,000 | Additional annual cash retainer |
| Audit Committee Chair retainer | $15,000 | Chair fees are in addition to member fees |
| Audit Committee member retainer | $25,000 | Member fee; chair receives both chair and member fees |
| Cybersecurity Committee member retainer | $20,000 | Additional annual fee |
| 2024 total fees earned (Tomlinson) | $138,465 | Actual cash received for 2024 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | July 22, 2024 | 1,408 | $249,864 | Vests immediately upon grant |
| Plan cap (director compensation limit) | N/A | N/A | $600,000 per year | Up to 2x cap in first year of service or first year as chair/lead independent |
| Outstanding director awards at 2024 YE | N/A | 0 | N/A | No outstanding director awards at YE 2024 |
Directors receive time‑based RSUs that vest immediately, with no performance metrics; Verisign prohibits options in current director program and caps annual director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks (2024) | Committee comprised of independent directors; no interlocks with other companies’ executive officers; Tomlinson served during 2024 |
| Current public company boards | Not disclosed for Tomlinson |
| Shared directorships/conflicts | None disclosed |
Expertise & Qualifications
- Corporate governance, finance, and M&A; decades advising technology clients; institutional knowledge of Verisign’s history and development .
- Audit committee financial expert; all Audit Committee members designated as such .
- Legal/regulatory and cybersecurity familiarity through RSA/Verisign licensing and committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Timothy Tomlinson | 15,000 | <1% | Held by Tomlinson Family Trust; Mr. and spouse are co‑trustees |
| Unvested director RSUs at 12/31/2024 | 0 | N/A | No outstanding director awards at YE 2024 |
- Ownership alignment:
- Stock ownership/retention policy: Directors must hold 10x annual retainer; retain 50% of shares (net of taxes) until guideline is met; hold required shares until six months after service ends; company states all covered individuals are in compliance .
- Hedging/pledging prohibited; no shorting or margin accounts allowed under Insider Trading Policy .
Governance Assessment
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Strengths for investor confidence:
- Lead Independent Director with strong authorities and direct shareholder engagement responsibilities, mitigating combined CEO/Chair structure .
- Audit Chair with audit committee financial expert designation; robust committee oversight of financial reporting, ERM, compliance, and internal audit; signed Audit Committee Report .
- High attendance (≥90%) and active committee cadence (Audit 5; Cyber 4) .
- No related‑party transactions and formal related person policy; independent compensation consultant for executive pay; clawback policy exists for executives; strong stock ownership and anti‑hedging rules .
- Shareholder rights include 10% special meeting threshold and proxy access (3%/3 years) .
-
Potential concerns and monitoring points:
- Combined CEO/Chair remains a structural risk, though the Lead Independent role provides counterbalance; ongoing effectiveness depends on Tomlinson’s execution of LID duties (agenda control, executive sessions, investor engagement) .
- Director equity awards are time‑based RSUs vesting immediately (no performance linkage), relying on ownership guidelines to align incentives .
-
Signals from shareholder votes:
- Prior say‑on‑pay support strong (>94% in 2024), indicating general investor confidence in pay governance; continue monitoring any shifts .
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, delinquent filings, or attendance shortfalls for Tomlinson .