Fortinet, Inc. (FTNT, Financial), a global leader in cybersecurity solutions, has announced a strategic expansion of its Board of Directors. On November 6, 2024, the Board increased its size from nine to ten members, appointing Janet Napolitano as the newest director, effective November 7, 2024. This move is part of Fortinet's ongoing efforts to enhance its governance and strategic oversight.
Janet Napolitano will serve on the Board until the company's 2025 annual meeting of stockholders. Her appointment comes without any pre-existing arrangements or understandings with Fortinet or any other parties. While she has not yet been assigned to any standing committees, the company plans to disclose such appointments in a future amendment to the Form 8-K.
In line with Fortinet's non-employee director compensation policy, Ms. Napolitano is expected to receive an annual cash retainer of $55,000 for her Board service. Additional retainers will be provided for any committee roles she may assume. Furthermore, subject to Board approval, she will be granted restricted stock units (RSUs) with a target award value aligned with industry standards, pro-rated for her service duration leading up to the 2025 Annual Meeting. These RSUs will vest the day before the meeting.
Ms. Napolitano will also enter into Fortinet's standard indemnification and change of control agreements for non-executive directors, ensuring her protection and alignment with the company's governance practices. These agreements will become effective upon her official start date as a Board member.
This strategic appointment underscores Fortinet's commitment to strengthening its leadership team with experienced and diverse perspectives, as the company continues to navigate the evolving cybersecurity landscape.
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