Yehuda Ari Buchalter
VERISIGN INC/CAAbout Yehuda Ari Buchalter
Independent director of VeriSign, Inc. since July 2019; age 53. CEO of Place Exchange (since July 2021); previously CEO of Intersection (2017–2021), President/COO of MediaMath (2008–2017), Senior Partner at Rosetta (2005–2008), and an Associate Principal at McKinsey; degrees include B.S. in Physics (Stanford) and Ph.D. in Astronomy (Columbia) with a postdoctoral fellowship at Caltech. Dr. Buchalter is independent and serves as Chair of the Cybersecurity Committee and member of the Corporate Governance and Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Place Exchange, Inc. | Chief Executive Officer | Since July 2021 | Technology/media executive leadership |
| Intersection Holdings, LLC | Chief Executive Officer | May 2017–July 2021 | Led Infosec Leadership Team overseeing security and risk (data security and privacy) |
| MediaMath | Chief Operating Officer; President | July 2008–January 2017 | Programmatic advertising platform operations leadership |
| Rosetta (marketing consultancy) | Senior Partner | January 2005–April 2008 | Led Digital Media & Technology vertical |
| McKinsey & Company | Associate Principal (Media & Technology; Innovation founding member) | Not disclosed | Strategy/innovation expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed in the proxy |
Board Governance
- Independence: Board affirmatively determined on February 12, 2025 that Dr. Buchalter is independent; 7 of 8 continuing directors are independent .
- Committees: Cybersecurity Committee Chair; Corporate Governance & Nominating Committee member .
- Committee activity: Cybersecurity Committee met 4 times in 2024; Corporate Governance & Nominating met 4 times in 2024 .
- Attendance: In 2024, no director attended fewer than 90% of aggregate Board and committee meetings; Board met 6 times and committees met 18 times collectively .
- Lead Independent Director: Timothy Tomlinson with robust responsibilities (presides over executive sessions, liaises with Chair, approves agendas, can call meetings of independent directors) .
- Cybersecurity oversight scope (as Chair): effectiveness of cybersecurity program, systems/controls to prevent/detect/respond to attacks, incident response/business continuity/disaster recovery, compliance with global data protection/security regulations, budget/resources, cybersecurity insurance; reviews activities of Management’s Safety and Security Council .
Fixed Compensation
| Component | 2024 Amount (USD) | Details |
|---|---|---|
| Cash fees earned | $118,176 | Actual cash compensation received as a non‑employee director in 2024 |
| Annual cash retainer (policy) | $50,000 | Standard retainer for non‑employee directors (increased in July 2024) |
| Committee retainer – Cybersecurity (Chair) | $10,000 | Chair retainer (policy) |
| Committee retainer – Corporate Governance & Nominating (Member) | $10,000 | Member retainer (policy) |
| Meeting fees | None | Not part of director pay structure; directors reimbursed for expenses |
Notes:
- Director compensation is benchmarked near market median using FW Cook and the same peer group as executives; annual equity award maintained at $250,000 RSUs .
- Directors have a plan cap of $600,000 per year, with higher limits in first year or upon chair/lead appointments .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | July 22, 2024 | 1,408 | $249,864 | Vests immediately (no performance conditions) |
Notes:
- Proxy specifies RSUs vest immediately upon grant; no outstanding director awards as of December 31, 2024 .
Other Directorships & Interlocks
- Compensation Committee Interlocks: 2024 Compensation Committee members were Frist, Armstrong, Gorelick, Tomlinson; Dr. Buchalter was not a member; no interlocks reported involving him .
- No related party transactions (≥$120,000) since January 1, 2024 involving directors or their immediate family members; Audit Committee policy governs review/approval of related person transactions .
Expertise & Qualifications
- Technology and cybersecurity expertise aligned with committee chair role; prior leadership of an Infosec team at Intersection with oversight of data security and privacy .
- Broad executive experience across business administration, product development, engineering, operations, sales and marketing .
- Academic credentials: B.S. Physics (Stanford), Ph.D. Astronomy (Columbia), Postdoc in Theoretical Astrophysics (Caltech) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | As of |
|---|---|---|---|
| Yehuda Ari Buchalter | 4,335 | <1% | April 1, 2025 |
- Stock ownership/retention policy: Directors must hold equity equal to 10x annual retainer; participants must retain 50% of net shares until guideline met and continue to hold minimum for 6 months after service ends; Company states all covered individuals are in compliance .
- Hedging/pledging: Prohibited, including shorting, derivatives, collars, swaps, margin accounts, or pledging Company stock .
Governance Assessment
- Strengths: Independent director; chairs Cybersecurity Committee with relevant Infosec background; strong attendance; robust stock retention and anti‑hedging policies; no related‑party transactions; transparent committee charters and risk oversight .
- Alignment: Annual equity award in RSUs (immediate vest) plus cash retainer and committee fees; ownership guidelines at 10x retainer with stated compliance bolster alignment despite lack of performance‑conditioned director equity .
- Independence and engagement signals: Service on Corporate Governance & Nominating and leadership in Cybersecurity reflect board effectiveness focus areas; lead independent structure supports oversight quality .
RED FLAGS
- None identified in the 2025 proxy regarding attendance, related‑party transactions, hedging/pledging, or Section 16 compliance; Company believes all Section 16 filings were compliant for 2024 .