Summary
Fortinet, Inc. (FTNT) announced a change to its Board of Directors through an 8-K filing on February 27, 2020. The company expanded its Board from eight to nine directors and appointed Kelly Ducourty to fill the new vacancy, effective April 17, 2020. Ms. Ducourty will serve until the 2020 annual stockholder meeting. Her appointment is a standard governance update and does not appear to be tied to any specific strategic initiative or financial performance issue at this time. Ms. Ducourty's compensation as a new director includes an annual cash retainer of $45,000 and a pro-rated grant of restricted stock units (RSUs) valued at $250,000 on the grant date. These RSUs will vest prior to the 2020 annual meeting. She will also enter into the company's standard indemnification and change of control agreements for non-executive directors. Investors should note that no committee appointments for Ms. Ducourty were disclosed in this filing, with the company indicating it will amend the filing once those are made.
Key Highlights
- 1Fortinet expanded its Board of Directors from eight to nine members.
- 2Kelly Ducourty was appointed as a new director to the Board, effective April 17, 2020.
- 3Ms. Ducourty will serve as a director until the Company's 2020 annual meeting of stockholders.
- 4The new director will receive an annual cash retainer of $45,000.
- 5Ms. Ducourty will be granted restricted stock units (RSUs) with a grant date fair value of $250,000, pro-rated and vesting before the 2020 annual meeting.
- 6Ms. Ducourty will enter into standard indemnification and change of control agreements for non-executive directors.
- 7The filing notes that committee appointments for Ms. Ducourty will be disclosed in an amendment to the 8-K.