Janet Haugen
About Janet Haugen
Independent director since October 2023; age 66. Former CFO of Unisys (2000–2016), with prior roles as VP Controller and Interim CFO at Unisys and audit partner at Ernst & Young; B.A. in Economics from Rutgers University. Designated “audit committee financial expert”; currently Audit Committee Chair and member of the Compensation & Human Resources Committee at NCR Voyix (VYX). Other current public boards: West Pharmaceutical Services, Juniper Networks (Audit Chair), Bentley Systems (Lead Independent Director; Sustainability Committee Chair; Audit Committee member). Independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | Senior Vice President & Chief Financial Officer | Apr 2000–Nov 2016 | Led global IT company finance; prior VP Controller & Interim CFO (Apr 1996–Apr 2000) |
| Ernst & Young | Audit Partner; various positions | Partner 1993–1996; firm 1980–1996 | Audit leadership and M&A/audit background |
| SunGard Data Systems | Director; Audit Committee Chair | 2002–2005 | Oversight of software/services provider |
External Roles
| Organization | Role | Tenure/Committee |
|---|---|---|
| West Pharmaceutical Services | Director | Current public company board |
| Juniper Networks | Director; Audit Committee Chair | Director since May 2019; Audit Chair since Feb 2020 |
| Bentley Systems | Director; Lead Independent Director; Sustainability Committee Chair; Audit Committee member | Lead Independent Director since Dec 2021; Sustainability Chair since Mar 2021 |
| Central Square Technologies | Director; Audit Committee Chair | Private company board (audit chair) |
| Paycom Software | Former Director; Audit Chair; Compensation Committee member | 2018–2021 |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation & Human Resources Committee; member of ad‑hoc Transaction & Finance Committee (with Henderson (Chair), Kelly, Larsen).
- Independence: Board determined Haugen and all non‑employee directors are independent.
- Attendance and engagement: Board met 9 times in 2024; Audit 9, CHRC 8, CODG 5, Risk 4; each incumbent director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Financial expertise: Board designated Haugen (and Larsen, Sen) as “audit committee financial experts.”
- Executive sessions: Board holds regular executive sessions.
- Overboarding policies: Review if a director serves on >3 other public boards; Audit Committee members limited to ≤2 other public-company audit committees unless Board determines no impairment. Haugen serves on three other public boards (at policy threshold) and two other audit committees (at limit).
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board Retainer (cash) | $80,000 | |
| Committee Chair/Member Fees | Audit Chair $35,000; CHRC member $10,000; Transaction & Finance Committee member $10,000 | |
| 2024 Annual Equity Grant (RSUs) | $160,000 grant-date fair value; vests fully one year after grant | |
| 2024 Compensation Paid (Janet Haugen) | Fees Earned $135,000; Stock Awards $160,004; Total $295,004 | |
| RSUs Outstanding (12/31/2024) | 12,413 |
Notes: Haugen’s 2024 cash fees reflect retainer plus committee service; equity awards are RSUs with time-based vesting (not performance-based).
Performance Compensation
- Director equity grants are time‑based RSUs that vest after one year; no performance metrics (e.g., EBITDA/TSR) are tied to non‑employee director compensation under the program.
Other Directorships & Interlocks
| Company | Relationship to VYX | Potential Interlock Considerations |
|---|---|---|
| Juniper Networks | External board (Audit Chair) | Network/cybersecurity provider; no related-party transactions disclosed in proxy; CODG reviews any such transactions under policy. |
| Bentley Systems | External board (Lead ID; Sustainability Chair; Audit member) | Engineering software; no related-party transactions disclosed in proxy. |
| West Pharmaceutical Services | External board | Medical packaging/device; no related-party transactions disclosed in proxy. |
- Related-party oversight: CODG must pre-approve related person transactions; none disclosed relating to Haugen.
Expertise & Qualifications
- Former public-company CFO with deep finance, audit, and SEC reporting experience (Unisys).
- Audit committee leadership across multiple public boards; designated “audit committee financial expert.”
- Broad industry exposure (technology, cybersecurity, software); governance and sustainability leadership.
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial Ownership (shares) | 21,809 | |
| Percent of Shares Outstanding | <1% | |
| RSUs Outstanding (NCR Voyix) | 12,413 | |
| Options Outstanding (NCR Voyix) | — |
- Stock ownership guidelines: Non‑employee directors expected to own ≥5× annual retainer within 5 years; all current directors compliant or within grace period. Haugen (appointed 2023) is within grace period.
- Hedging/pledging: Prohibited for directors/executives under Insider Trading Policy.
- Section 16 compliance: No late filings noted for Haugen; one late Form 3 for another officer (Tansill).
Governance Assessment
-
Strengths
- Proven finance leader and multi‑board audit chair; designated financial expert—enhances audit quality and risk oversight.
- Independence affirmed; robust attendance; regular executive sessions—supports board effectiveness.
- Balanced director pay mix (approx. 46% cash / 54% equity; calculated from $135,000 cash and $160,004 equity) aligns with shareholder interests without encouraging risk; time‑based RSUs avoid pay-for-performance distortions in board oversight roles.
- Strong governance architecture: clawback policy for executives, prohibitions on hedging/pledging, proxy access, majority voting.
- Shareholder support signal: 2024 Say‑on‑Pay passed with >96% approval, indicating overall confidence in compensation governance.
-
Monitoring points
- Workload/overboarding risk: three other public boards and two other audit committees (plus VYX Audit Chair) place Haugen at policy limits; continued evaluation warranted to ensure sustained engagement and capacity.
- CHRC discretionary bonus adjustment: Committee increased 2024 AIP funding from 34% to 45% for NEOs to recognize strategic initiatives; appropriate rationale disclosed but merits continued scrutiny of discretion versus formulaic outcomes.
Overall, Haugen’s credentials and committee leadership are positives for investor confidence; policy-limit board commitments should be monitored to maintain effectiveness.