DEF 14A of Verisign Inc/Ca
Filed Apr 10, 2024 · FY20230001014473-24-000015
Election of Directors
Election of Directors
Election of Directors
| | FOR | The Board recommends a vote FOR each director nominee. | See page 9 |
Director Nominees
Director Nominees The following provides summary information about each director nominee.
Director Nominees
| | | | COMMITTEE MEMBERSHIP | | | | | NAME | AGE | DIRECTOR SINCE | AUDIT | COMPENSATION | CORPORATE GOVERNANCE AND NOMINATING | CYBERSECURITY | | D. James Bidzos | 69 | 1995 | | | | M | | Courtney D. Armstrong IND | 53 | 2021 | M | M | M | | | Yehuda Ari Buchalter IND | 52 | 2019 | | | M | C | | Kathleen A. Cote IND | 75 | 2008 | M | | C | | | Thomas F. Frist III IND | 56 | 2015 | | C | M | | | Jamie S. Gorelick IND | 73 | 2015 | | M | M | | | Roger H. Moore Lead Independent Director | 82 | 2002 | | | M | M | | Timothy Tomlinson IND | 74 | 2007 | C | M | M | M |
Director Nominees
C – Chairperson M – Member IND – Independent
Director Nominees
| 2024 Proxy Statement | 5 |
Director Nominee Snapshot
Director Nominee Snapshot
Election of Directors
Election of Directors The Board consists of eight directors. Each of the directors was elected to a one-year term at the 2023 Annual Meeting of Stockholders. The terms of the current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting. The Board has nominated each of the current directors, D. James Bidzos; Courtney D. Armstrong; Yehuda Ari Buchalter; Kathleen A. Cote; Thomas F. Frist III; Jamie S. Gorelick; Roger H. Moore; and Timothy Tomlinson, for election at the Annual Meeting to serve until our 2025 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. Proxies cannot be voted for more than eight persons, which is the number of nominees. Unless otherwise directed, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees, each of whom has consented to serve as a director if elected. In addition, if a proxy card is properly executed and returned but no direction is made, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees. If any of the nominees is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected.
Election of Directors
| | FOR | The Board recommends a vote FOR the election of each of the foregoing director nominees. |
Director Nominees
Director Nominees Set forth below is certain information relating to our director nominees, including details on each director nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that the person should be nominated for election as a director for another term.
Director Nominees
| D. James Bidzos | | | Age: 69 | Committees: Cybersecurity |
Background
Background Mr. Bidzos has served as Executive Chairman since August 2009, Chief Executive Officer since August 2011, and President since April 2024. He also served as President from August 2011 to February 2020, Executive Chairman and Chief Executive Officer on an interim basis from June 2008 to August 2009, and President from June 2008 to January 2009. He served as Chairman of the Board since August 2007 and from April 1995 to December 2001. He served as Vice Chairman of the Board from December 2001 to August 2007. Mr. Bidzos served as a director of VeriSign Japan K.K. from March 2008 to August 2010 and served as Representative Director of VeriSign Japan K.K. from March 2008 to September 2008. Mr. Bidzos served as Vice Chairman of RSA Security Inc., an internet identity and access management solution provider, from March 1999 to May 2002, and Executive Vice President from July 1996 to February 1999. Prior to that, he served as President and Chief Executive Officer of RSA Data Security, Inc. from 1986 to February 1999.
Qualifications
Qualifications Mr. Bidzos is a business executive with significant expertise in the technology that is central to the Company’s business. Mr. Bidzos is an internet and security industry pioneer who understands the strategic technology trends in markets that are important to the Company. Mr. Bidzos was a founder of the Company and has been either Chairman or Vice Chairman of the Company’s Board since the Company’s founding in April 1995, providing him with valuable insight and institutional knowledge of the Company’s history and development. Mr. Bidzos has prior experience on our Compensation Committee and our Corporate Governance and Nominating Committee and as a member of many other public-company boards. Mr. Bidzos’ years of board-level experience contribute important knowledge and insight to the Board. Additionally, Mr. Bidzos’ executive-level experience includes many years as a Chief Executive Officer, providing him with a perspective that the Board values. Mr. Bidzos also has international business experience from his service as a director of VeriSign Japan K.K.
Qualifications
| Courtney D. Armstrong IND | | | Age: 53 | Committees: Audit, Compensation, and Corporate Governance and Nominating |
Background
Background Courtney D. Armstrong has served as a director since June 2021. Mr. Armstrong is currently Chief Operating Officer at Paramount Pictures and Filmed Entertainment Group, a film and television production and distribution company, a position he has held since March 2024. Previously, he served as President of Business Affairs and Administration from October 2021 to March 2024. From April 2014 to October 2021, Mr. Armstrong served as Executive Vice President, Worldwide Business Affairs of Warner Bros. Pictures, a film and entertainment studio, where he oversaw all day-to-day business and legal aspects of worldwide film acquisition, development, production and initial distribution for the studio, including supervising the negotiations of key deals with filmmakers and talent. He joined Warner Bros. Pictures in 2003 as a Director of Business Affairs and was promoted to Vice President in 2004 and Senior Vice President in 2007. Before joining Warner Bros. Pictures, Mr. Armstrong spent three years at Walt Disney Pictures as an attorney in the Business and Legal Affairs department of the Motion Picture Group. Prior to that, Mr. Armstrong began his career as a litigation associate on the entertainment litigation team at the Los Angeles-based law firm Paul Hastings LLP. Mr. Armstrong is a graduate of the Northwestern Pritzker School of Law and holds an M.B.A. degree from the Kellogg School of Management. He received his undergraduate degree in Mechanical Engineering from Northwestern University.
Qualifications
Qualifications Mr. Armstrong is a business executive with significant expertise in business and legal matters. Mr. Armstrong’s expertise as a business executive includes sales and marketing, financial management, contract negotiation, and distribution, providing him with a perspective that the Board values. Mr. Armstrong’s financial and accounting skills qualify him as an audit committee financial expert.
Qualifications
| 2024 Proxy Statement | 11 |
Qualifications
| Yehuda Ari Buchalter IND | | | Age: 52 | Committees: Corporate Governance and Nominating, Cybersecurity (Chair) |
Background
Background Dr. Buchalter has served as a director since July 2019. Dr. Buchalter is the Chief Executive Officer of Place Exchange, Inc., a technology company in the digital advertising space, a position he has held since July 2021. From May 2017 to July 2021, Dr. Buchalter served as the Chief Executive Officer of Intersection Holdings, LLC (“Intersection”), a leading smart cities media and technology company. At Intersection, Dr. Buchalter’s responsibilities included leadership of the Infosec Leadership Team, which was responsible for overseeing the company’s security and risk management issues, including data security and privacy issues. From July 2008 to January 2017, Dr. Buchalter served as the Chief Operating Officer and then President of MediaMath, a leading programmatic advertising technology platform. From January 2005 to April 2008, Dr. Buchalter was a Senior Partner at the marketing consultancy and agency Rosetta, where he led the Digital Media & Technology vertical. Prior to that, Dr. Buchalter was an Associate Principal in McKinsey & Company’s Media & Technology practice and a founding member of their Innovation practice. Dr. Buchalter holds a B.S. in Physics from Stanford University, a Ph.D. in Astronomy from Columbia University, and was a postdoctoral fellow in Theoretical Astrophysics at the California Institute of Technology.
Qualifications
Qualifications Dr. Buchalter is a business executive with significant experience building and leading technology companies. Dr. Buchalter’s expertise as a business executive includes business administration, sales and marketing, product development, engineering, and operations, providing him with a perspective that the Board values.
Qualifications
| Kathleen A. Cote IND | | | Age: 75 | Committees: Audit, Corporate Governance and Nominating (Chair) |
Background
Background Ms. Cote has served as a director since February 2008. From May 2001 to June 2003, Ms. Cote served as Chief Executive Officer of Worldport Communications, Inc., a provider of internet managed services. From September 1998 to May 2001, she served as Founder and President of Seagrass Partners, a consulting firm specializing in providing strategic planning, business, operational, and management support for startup and mid-sized technology companies. Prior to that, she served as President and Chief Executive Officer of Computervision Corporation, an international supplier of product development and data management software. Ms. Cote served as a director of Western Digital Corporation from January 2001 to November 2021. Ms. Cote holds an Honorary Doctorate from the University of Massachusetts, an M.B.A. degree from Babson College, and a B.A. degree from the University of Massachusetts, Amherst.
Qualifications
Qualifications Ms. Cote is a business executive with significant expertise overseeing global companies in technology and operations in the areas of systems integration, networks, hardware, and software, including web-based applications and internet services. Ms. Cote’s expertise in technology and operations is directly relevant to the Company’s business. Ms. Cote’s expertise as a business executive also includes sales and marketing, product development, strategic planning, and international experience, which contributes important expertise to the Board in those areas of business administration. Ms. Cote’s financial and accounting skills qualify her as an audit committee financial expert. In addition to Ms. Cote’s tenure as a director of the Company, Ms. Cote has served on several other boards of directors, including service on the audit and corporate governance committees of those boards as well as serving as the lead independent director, providing her with valuable board-level experience. Ms. Cote’s executive-level experience includes experience as a Chief Executive Officer, providing her with a perspective that the Board values.
Qualifications
| 12 | VeriSign, Inc. |
Qualifications
| Thomas F. Frist III IND | | | Age: 56 | Committees: Compensation (Chair), Corporate Governance and Nominating |
Background
Background Mr. Frist has served as a director since December 2015. Since April 2019, Mr. Frist has served as Chairman of the Board of Directors of HCA Healthcare, Inc. where he has served as a director since 2006. Mr. Frist is the Founder and Managing Principal of Frist Capital, LLC, an investment firm based in Nashville, Tennessee, which he founded in 2002 that makes long-term equity investments in public and private companies. Prior to that, he was the managing member of FS Partners II, LLC and he worked in principal investments at Rainwater, Inc. from 1992 to 1995. Mr. Frist previously served as a director of Science Applications International Corporation from 2013 until 2017. Mr. Frist holds a B.A. degree from Princeton University and an M.B.A. degree from Harvard Business School.
Qualifications
Qualifications Mr. Frist’s significant directorship experience provides valuable expertise and perspective to the Board. His directorship experience includes having chaired, and served as a member of, various public company board committees. In addition to his significant experience as a public company director, Mr. Frist provides valuable experience in areas of business administration, finance, and operations, which the Board values.
Qualifications
| Jamie S. Gorelick IND | | | Age: 73 | Committees: Compensation, Corporate Governance and Nominating |
Background
Background Ms. Gorelick has served as a director since January 2015. Ms. Gorelick has been a partner at Wilmer Cutler Pickering Hale and Dorr LLP, an international law firm, since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Ms. Gorelick has served as a director of Amazon.com, Inc. since February 2012 and currently serves as Lead Independent Director and is a member of its Nominating and Corporate Governance Committee . She previously served as a director of United Technologies Corporation from February 2000 to December 2014 and a director of Schlumberger Limited from April 2002 to June 2010. She holds B.A. and J.D. degrees from Harvard University.
Qualifications
Qualifications Ms. Gorelick is an experienced attorney with significant expertise in legal, policy, and corporate matters. Ms. Gorelick’s regulatory and policy experience is directly relevant to the Company’s business. She is well-versed in critical infrastructure and national security issues and brings a valuable skill-set and wealth of government experience to the Board. Ms. Gorelick has served on several other corporate boards, a compensation committee and a nominating and corporate governance committee, and served on numerous government boards and commissions. Ms. Gorelick’s experience in both the public and private sectors, combined with her experience in the corporate boardroom, provides her valuable board experience, and she offers a perspective the Board values.
Qualifications
| Roger H. Moore IND | Lead Independent Director | | | Age: 82 | | Committees: Corporate Governance and Nominating, Cybersecurity |
Background
Background Mr. Moore has served as a director since February 2002 and as our Lead Independent Director since February 2022. From December 2007 to May 2009, he served as a consultant assisting our Company in the divestiture of its former Communications Services business. From June 2007 through November 2007, Mr. Moore served as interim Chief Executive Officer and President of Arbinet-thexchange, Inc., a provider of online trading services. He was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of nationwide network and database services, from December 1995 until December 2001 when it was acquired by our Company. Mr. Moore has served as a director of Consolidated Communications Holdings, Inc. since July 2005 and serves as chair of its Compensation Committee. Mr. Moore holds a B.S. degree in General Science from Virginia Polytechnic Institute and State University. Mr. Moore is a business executive with significant expertise in general management, sales, technology, cybersecurity, and strategic planning in the telecommunications industry. Mr. Moore’s expertise contributes operational knowledge of important
Background
| 2024 Proxy Statement | 13 |
Background
inputs to the Company’s businesses and provides valuable experience in areas of business administration. Mr. Moore also has significant experience, both as a senior executive and as a board member, in joint venture and mergers and acquisition transactions, which is experience that is valuable to the Board. Mr. Moore has experience in military intelligence, including serving two years at the National Security Agency. Mr. Moore has also served on several other boards of directors, including service on the audit, compensation, and corporate governance committees of certain of those boards, providing him with valuable board-level experience. In addition to the several years of business management experience mentioned above, Mr. Moore has international business experience from his time as President of Nortel Japan and as President of AT&T Canada.
Background
| Timothy Tomlinson IND | | | Age: 74 | Committees: Audit (Chair), Compensation, Corporate Governance and Nominating, Cybersecurity |
Background
Background Mr. Tomlinson has served as a director from the Company’s founding in 1995 until 2002, and again since his reappointment in November 2007. From May 2011 through December 2013, Mr. Tomlinson was a corporate lawyer employed as General Counsel of Portola Minerals Company, a producer and seller of limestone products. From May 2007 through May 2011, Mr. Tomlinson was employed as Of Counsel by the law firm Greenberg Traurig, LLP. Mr. Tomlinson was the founder and a named partner of Tomlinson Zisko LLP and practiced with this Silicon Valley law firm from 1983 until its acquisition by Greenberg Traurig, LLP in May 2007. He served as managing partner of Tomlinson Zisko LLP for multiple terms. While at Tomlinson Zisko LLP, Mr. Tomlinson and his firm served as the licensing counsel to RSA Data Security, Inc. and the Company for a wide variety of cryptographic and related cybersecurity products. Mr. Tomlinson holds a B.A. degree in Economics, a Ph.D. degree in History, an M.B.A., and a J.D. degree from Stanford University.
Compensation Philosophy and Objectives
| OBJECTIVE | PROGRAM ELEMENT | | Attract and retain talented executives | Provide a competitive level of total target compensation (base salary, bonus, and long-term incentive). | | Promote a pay for performance philosophy based on both Company performance and individual contributions | Provide a compensation program that emphasizes incentives that are tied to annual and long-term financial and strategic goals. In addition, we may modify NEOs’ annual incentive bonus up (subject to specified limitations) or down based on individual performance to more closely align NEOs’ compensation with their contributions. | | Align the interests of our executives with our stockholders | Provide a significant portion of compensation aligned to the long-term value of our stock, including performance-based stock awards with vesting measured in part based on Total Shareholder Return (“TSR”). In addition, require NEOs to meet stock ownership guidelines and maintain compliance with stock ownership guidelines until six months after termination of employment. |
Compensation Philosophy and Objectives
| Other key features of our current executive compensation program: •No employment contracts. •Change in control agreements contain a double trigger and do not provide for tax gross-ups. •No special pension plans, special retirement plans, or other significant perquisites for NEOs. •Same benefit programs as all other employees. •A clawback policy applicable to our NEOs that provides for the recoupment of certain incentive compensation (both annual and long-term incentives) in the event of an accounting restatement. •Forfeiture provisions in our equity awards such that unvested awards are generally forfeited upon a termination of employment (subject to limited exceptions for death, disability, and certain terminations related to a change in control). •An insider trading policy that prohibits any employee or director from shorting, hedging, or pledging our stock. |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist it in evaluating and analyzing the Company’s executive compensation program. FW Cook provides guidance and recommendations to the Compensation Committee and advises on various topics, including the following: •Analyzes the annual compensation of each NEO, including the CEO, based on comparisons to the Company’s peer group and comparable industry survey data, including in both cases target and actual total compensation. •Advises the Compensation Committee on the appropriateness of Management’s recommendations for any changes, other than the CEO’s, to the executives’ compensation; •Reviews the CEO’s compensation and the design of the CEO’s compensation program and provides recommendations for changes; •Reviews the Company’s peer group annually and provides recommendations for changes; •Advises the Compensation Committee on best practices related to oversight and design of the Company’s executive compensation program; •Reviews compensation design recommendations from the Company’s Management and provides recommendations to the Compensation Committee on the impact of those recommendations; •Reviews the Company’s equity compensation philosophy and incentive design; •Reviews the impact of regulatory changes on our NEOs’ and non-employee directors’ compensation; •Reviews our risk assessment of the Company’s incentive plans and programs; •Reviews our NEOs’ compensation disclosures; •Reviews non-employee director compensation; and •Reviews the Company’s change in control agreements. In October 2023, the Compensation Committee reviewed FW Cook’s performance, and in December 2023, the Compensation Committee assessed FW Cook’s independence against the independence factors set forth in the applicable Nasdaq rules. The Compensation Committee determined that FW Cook was independent and reengaged FW Cook for 2024. FW Cook performs no other services for the Company, and its services for the Compensation Committee do not raise any conflicts of interest.
Peer Group
Peer Group Each year, the Compensation Committee reviews the Company’s peer group with the assistance of its compensation consultant and makes changes as appropriate. In making 2023 compensation decisions, the peer group consisted of the following companies:
Peer Group
| Akamai Technologies | F5 Networks | Jack Henry | | ANSYS | Factset Research Systems | Paychex | | Autodesk | Fiserv | Roper Technologies | | Broadridge Financial | Fortinet | Synopsys | | Cadence Design Systems | Global Payments | Teradata | | Corpay (formerly known as FLEETCOR) | Intuit | Verisk Analytics | | Equinix | | |
Peer Group
At the time the Compensation Committee determined the 2023 peer group, Verisign’s revenue, operating income before depreciation and amortization (“Adjusted Operating Income”), and market capitalization as compared to our 2023 peer group were as follows: first quartile for revenue, second quartile for Adjusted Operating Income, and second quartile for market capitalization. In October 2023, as part of its annual review of our peer group, the compensation consultant provided the Compensation Committee with an evaluation of, and recommendation for, our peer group based on revenue, market capitalization, free cash flow yield, Adjusted Operating Income growth, use of dividends or buybacks, inclusion in the S&P 500 index and their industry. Based on this review, the Compensation Committee approved the same 19 peer group companies to be used in setting 2024 compensation.
Peer Group
| 2024 Proxy Statement | 27 |
Base Salary
| NAME | 2022 BASE SALARY | 2023 BASE SALARY | RATIONALE FOR ADJUSTMENT | | D. James Bidzos | $950,000 | $950,000 | | | Todd B. Strubbe | $590,000 | $590,000 | | | George E. Kilguss, III | $550,000 | $555,000 | Mr. Kilguss received a salary increase to create better alignment both internally with respect to the executive leadership and externally with peer group market data. | | Danny R. McPherson | $550,000 | $555,000 | Mr. McPherson received a salary increase to create better alignment both internally with respect to the executive leadership and externally with peer group market data. | | Thomas C. Indelicarto | $515,000 | $555,000 | Mr. Indelicarto received a salary increase to create better alignment both internally with respect to the executive leadership and externally with peer group market data. |
Annual Incentive Bonus
Annual Incentive Bonus Our NEOs participate in the Verisign Performance Plan (“VPP”), which is a cash-based annual bonus plan. VPP bonuses are based on the Company’s achievement of financial goals established by the Compensation Committee in advance, as well as individual performance. The Compensation Committee determines the target annual incentive opportunity for each of our NEOs based on a comparison to our peer group and FW Cook’s executive compensation benchmarking report. For 2023, the Compensation Committee approved the following VPP bonus targets as a percentage of base salary for our NEOs:
Annual Incentive Bonus
| NEOS | 2023 BONUS TARGET AS A % OF BASE SALARY | | D. James Bidzos | 150% | | Todd B. Strubbe | 100% | | George E. Kilguss, III1 | 100% | | Danny R. McPherson1 | 100% | | Thomas Indelicarto1 | 100% |
Annual Incentive Bonus
(1)For 2023, all Executive Vice Presidents, including Messrs. Kilguss, McPherson and Indelicarto, received a bonus target % increase from 95% to 100% to better align with peer group market data. There was no change to Mr. Bidzos’ or Mr. Strubbe’s target bonus. The Compensation Committee approves the actual annual incentive award payments for our NEOs after reviewing the Company’s and the individual’s performance. The Company’s performance determines the initial level of funding for the annual incentive bonus pool. The Compensation Committee then considers, and approves or amends as appropriate, the CEO’s recommendations for modifying any individual award above or below that level of funding based on an assessment of each NEO’s performance, and the Board’s assessment of the CEO’s performance. All annual bonus awards are subject to a maximum of 175% of the NEO’s target bonus under the VPP. The Company’s performance goals for the 2023 VPP were approved by the Compensation Committee in December 2022 and were based on two financial measures, weighted equally: (i) revenue and (ii) operating margin. The Company’s 2023 performance must have equaled or exceeded 98% of the established target for either revenue or operating margin before any funding of the bonus pool may occur. The table below illustrates different achievement levels for funding of the 2023 VPP bonus pool (threshold, target, and maximum) for each of these financial measures. The table also illustrates adjusted actual revenue and operating margin achieved for 2023 and the corresponding funding levels that resulted in an 88.8% funding for the 2023 VPP bonus pool.
Annual Incentive Bonus
| 28 | VeriSign, Inc. |
Annual Incentive Bonus
| METRIC | | ACTUAL FUNDING(1) | | Revenue (in millions) | | 38.8% | | Operating Margin | | 50.0% | | Total Funding | | 88.8% |
Annual Incentive Bonus
(1) Actual funding for performance achievement of 100% to 101% of the target is 100%. The chart below indicates the Compensation Committee’s approved annual incentive bonus award for each NEO under the 2023 VPP. All of our NEOs received a bonus payment at the funding multiplier level with no further adjustment.
Annual Incentive Bonus
| NAME | 2023 BASE SALARY | BONUS TARGET AS A % OF BASE SALARY | 2023 ACTUAL BONUS PAYMENT | | | | | | | FUNDING MULTIPLIER AS A % OF TARGET | ACTUAL PAYOUT AS A % OF TARGET | ACTUAL PAYOUT AMOUNT | | D. James Bidzos | $950,000 | 150% | 88.8% | 88.8% | $1,265,400 | | Todd B. Strubbe | $590,000 | 100% | 88.8% | 88.8% | $523,920 | | George E. Kilguss, III | $555,000 | 100% | 88.8% | 88.8% | $492,840 | | Danny R. McPherson | $555,000 | 100% | 88.8% | 88.8% | $492,840 | | Thomas C. Indelicarto | $555,000 | 100% | 88.8% | 88.8% | $492,840 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Equity-based grants are a key element of our total compensation program, and we issue them in accordance with our Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). Consistent with our compensation philosophy, we believe it is important that these awards have a performance component and that they are based in part on TSR. Individual target award amounts are based on several factors including competitiveness as determined by data provided by our compensation consultant, job responsibilities, individual contributions, and the future potential of the NEO. In 2023, the Compensation Committee granted (i) a long-term equity award to Mr. Bidzos consisting of 60% performance-based restricted stock units (“PSUs”) and 40% time-based restricted stock units (“RSUs”) and (ii) long-term equity awards to our other NEOs consisting of 50% PSUs and 50% RSUs. The RSUs provide strong retention value for our executive talent as they vest ratably over four years (25% on the first anniversary of the grant date and 6.25% on each quarterly anniversary thereafter), subject to continued employment. They are also directly linked to changes in stockholder value as their value goes up or down in connection with Verisign’s stock price. The performance metrics associated with the 2023 PSUs consist of two measures, each measured over a three-year performance period from January 1, 2023 through December 31, 2025. These measures are: (i) compound annual growth rate (“CAGR”) of the Company’s operating income and (ii) TSR of Verisign compared to the TSR of the S&P 500 Index. The number of PSUs earned may range from 50% to 200% of the target award based on CAGR of operating income for the performance period, but no more than 100% of the target may be earned unless the TSR of Verisign equals or outperforms the TSR of the S&P 500 Index for the performance period. We believe that these performance metrics coincide with the interests of our stockholders, create a long-term performance focus, and complement the performance metrics underlying the Company’s short term annual cash incentive plan. Cliff vesting after the three-year performance period of the 2023 PSUs supports long-term alignment with shareholder value and provides strong retention of the Company’s NEOs. The Compensation Committee granted equity awards on the basis described above to our NEOs on February 13, 2023 at its regularly scheduled meeting. Before determining the number of PSUs and RSUs to be granted to each NEO, the Compensation Committee determined the total dollar value of the target awards it wished to make to each NEO. The target number of PSUs granted to each of our NEOs was determined by dividing the total dollar value of the target award by the closing stock price on the date of grant rounded down to the nearest whole number of shares.
Long-Term Incentive Compensation
| 2024 Proxy Statement | 29 |
Long-Term Incentive Compensation
The chart below shows the equity awards granted to each NEO in February 2023:
Long-Term Incentive Compensation
| | 2023 EQUITY GRANTS | | | | | NAME | TOTAL MARKET VALUE OF EQUITY GRANT(1) | GRANT DATE FAIR VALUE PER SHARE | TIME-BASED RSUs GRANTED(2) | TARGET PSUs GRANTED(3) | | D. James Bidzos | $9,999,781 | 212.87 | 18,790 | 28,186 | | Todd B. Strubbe | $3,499,583 | 212.87 | 8,220 | 8,220 | | George E. Kilguss, III | $3,199,862 | 212.87 | 7,516 | 7,516 | | Danny R. McPherson | $3,199,862 | 212.87 | 7,516 | 7,516 | | Thomas C. Indelicarto | $3,199,862 | 212.87 | 7,516 | 7,516 |
Long-Term Incentive Compensation
(1)The total market value of the equity award is the combined value of RSUs and PSUs based on the grant date fair value per share. (2)25% vested on February 15, 2024, and the remainder vests ratably, 6.25% each quarter for three years thereafter. (3)The number of target PSUs granted represents shares that would be earned based on achievement at 100% of target. The performance period is January 1, 2023 through December 31, 2025. Vesting occurs after the performance achievement has been certified by the Compensation Committee and the Company has received an unqualified signed opinion on the Company’s financial statements for the year ending December 31, 2025 from its independent registered public accounting firm.
Vesting of PSUs Granted in 2021
Vesting of PSUs Granted in 2021 In February 2021, the Compensation Committee granted PSUs with a performance period of January 1, 2021 through December 31, 2023 to our NEOs. The number of PSUs that could be earned ranged from 0% to 200% of the target award based on CAGR of operating income per share for the performance period, but no more than 100% of target could be earned unless the TSR of Verisign equaled or outperformed the TSR of the S&P 500 Index for the performance period. The threshold for the CAGR of operating income per share was 7.9% to earn 10% of the PSUs granted. In order to receive an award of 100% of the PSUs granted, attainment of 11.9% CAGR of operating income per share was necessary. Attainment of at least 15.9% CAGR of operating income per share was required to earn 200% of the PSUs granted. In February 2024, the Compensation Committee reviewed the Company’s performance against the performance goals for these PSUs. The CAGR of operating income per share for the performance period was 10.6% compared to the target of 11.9%. This resulted in a calculated achievement of 71% of target. The chart below shows the number of PSUs that were determined to be earned and vested in February 2024 based on achievement of the performance goals for the performance period.
Vesting of PSUs Granted in 2021
| NAME | TOTAL PSUs GRANTED IN 2021 | GOAL ACHIEVEMENT | ACTUAL PSUs EARNED AND VESTED IN FEBRUARY 2024 | | D. James Bidzos | 23,467 | 71% | 16,661 | | Todd B. Strubbe | 7,570 | 71% | 5,374 | | George E. Kilguss, III | 6,056 | 71% | 4,299 | | Danny R. McPherson | 4,226 | 71% | 3,000 | | Thomas C. Indelicarto | 4,542 | 71% | 3,224 |
Equity Award Practices
Equity Award Practices The Compensation Committee approves all equity awards granted to our NEOs, the aggregate annual equity pool for all employees, employee grant guidelines, and all equity awards granted to eligible employees during the annual grant process, which generally takes place in February. A separate grant committee makes equity awards to non-executives at times other than the annual grant process.
Equity Award Practices
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Severance or Employment Agreements
Severance or Employment Agreements We generally do not enter into severance or employment agreements with our NEOs (except as described below), nor do we provide severance or other benefits following voluntary termination. However, the Compensation Committee may determine in special circumstances that providing such severance payments or benefits or entering into employment agreements is necessary to attract an NEO or for other business considerations.
Change in Control and Retention Agreements
Change in Control and Retention Agreements We have entered into change in control and retention agreements with our NEOs. These agreements provide for change in control severance benefits and payments in the event the NEO’s employment is terminated in connection with a change in control of the Company. These agreements are “double trigger” agreements which means the NEOs will only be eligible for payments under the agreements if both a change in control of the Company occurs and the NEO’s employment is terminated without cause (or by the NEO for good reason) within 24 months of the change in control. The Compensation Committee believes these agreements are necessary to attract and retain executive talent and to remove any potential conflicts of interests of our NEOs when making decisions related to potentially beneficial corporate transactions. The Compensation Committee periodically reviews the provisions of these agreements with its compensation consultant and makes adjustments as necessary to encourage alignment of NEOs’ interests with stockholders’ interests. The compensation consultant advised the Compensation Committee that the agreements were consistent with best practices, which include double trigger benefits, severance multiples less than or equal to 2x base salary and target bonus, and no tax-gross up provision. Based on the compensation consultant’s analysis and the Compensation Committee’s review, no changes were made to the benefits provided under the agreements in 2023. The CEO’s change in control agreement provides for a severance payment of 2x base salary and a bonus payment of 2x target bonus plus the cash equivalent of two years of continuation of health benefits if he participates in the Company’s health plans as of the date of his termination. The other terms of his change in control agreement are the same as the other NEOs. Additional details about these agreements, including potential payments, may be found in the “Potential Payments Upon Termination or Change in Control” section and the “Termination and Change in Control Benefit Estimates as of December 31, 2023” table below in this Proxy Statement.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain summary information concerning the compensation of our NEOs for 2023, 2022, and 2021.
Summary Compensation Table
| NAMED EXECUTIVE OFFICER AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4)(5) | TOTAL ($) | | D. James Bidzos | 2023 | 950,000 | 9,999,781 | 1,265,400 | 30,720 | 12,245,901 | | Executive Chairman, President and | 2022 | 946,154 | 8,999,846 | 1,332,375 | 720 | 11,279,095 | | Chief Executive Officer | 2021 | 925,000 | 7,749,845 | 1,443,000 | 720 | 10,118,565 | | Todd B. Strubbe | 2023 | 590,000 | 3,499,583 | 523,920 | 11,970 | 4,625,473 | | Former President and Chief | 2022 | 587,692 | 3,499,821 | 551,650 | 10,970 | 4,650,133 | | Operating Officer | 2021 | 573,462 | 2,999,991 | 568,100 | 10,470 | 4,152,023 | | George E. Kilguss, III | 2023 | 554,231 | 3,199,862 | 492,840 | 11,970 | 4,258,903 | | Executive Vice President, | 2022 | 546,923 | 2,799,772 | 488,538 | 10,970 | 3,846,203 | | Chief Financial Officer | 2021 | 529,231 | 2,399,993 | 496,080 | 10,470 | 3,435,774 | | Danny R. McPherson | 2023 | 554,231 | 3,199,862 | 492,840 | 11,970 | 4,258,903 | | Executive Vice President, | 2022 | 529,039 | 2,799,943 | 488,538 | 10,970 | 3,828,490 | | Engineering, Operations and Chief Security Officer | | | | | | | | Thomas C. Indelicarto | 2023 | 548,846 | 3,199,862 | 492,840 | 720 | 4,242,268 | | Executive Vice President, | 2022 | 512,692 | 2,399,987 | 457,449 | 720 | 3,370,848 | | General Counsel and Secretary | 2021 | 493,846 | 1,799,995 | 468,000 | 710 | 2,762,551 |
Summary Compensation Table
(1)Includes, where applicable, amounts electively contributed by each NEO to our 401(k) Plan. The amounts reported represent base salaries paid to each of the NEOs for the applicable fiscal year. Annual base salary for U.S. salaried employees is paid on a bi-weekly schedule over 26 pay periods. (2)Amounts shown represent the aggregate grant date fair value, which is based on the closing share price on the date of the grant. Amounts for PSUs, which are subject to performance and market conditions, are based upon the probable outcome of the performance conditions as of the grant date of the award (i.e., the CAGR of operating income for the performance period). Amounts shown for 2023 include the following for PSUs: Mr. Bidzos, $5,999,954; Mr. Strubbe, $1,749,791; Mr. Kilguss, $1,599,931; Mr. McPherson $1,599,931; and Mr. Indelicarto, $1,599,931. Calculated in accordance with FASB ASC Topic 718 rules, the grant date fair value for PSUs granted in 2023, at the maximum achievement level (i.e., 200% payout) would be the following: Mr. Bidzos, $9,359,928; Mr. Strubbe, $2,729,675; Mr. Kilguss, $2,495,892; Mr. McPherson $2,495,892; and Mr. Indelicarto, $2,495,892. Amounts reported here may differ from the sum of amounts reported elsewhere in this document due to rounding. (3)Amounts shown are for non-equity incentive plan compensation earned during the year indicated but paid in the following year, which for 2023 reflects the annual incentive bonuses earned under the 2023 VPP. (4)Amounts in “All Other Compensation” for 2023 include, where applicable, matching contributions made by the Company to the VeriSign, Inc. 401(k) Plan, life insurance payments and accidental death and dismemberment insurance payments. (5)The Compensation Committee approved a fee payment of $30,000 on behalf of Mr. Bidzos in connection with a pre-acquisition notification filing under the Hart-Scott-Rodino Act.
Summary Compensation Table
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Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table shows all plan-based awards granted to our NEOs for 2023 under annual and long-term plans.
Grants of Plan-Based Awards in 2023
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | NAMED EXECUTIVE OFFICER | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | D. James Bidzos | N/A | 356,250 | 1,425,000 | 2,493,750 | | | | | | | | 2/13/2023 | | | | 14,093 | 28,186 | 56,372 | | 5,999,954 | | | 2/13/2023 | | | | | | | 18,790 | 3,999,827 | | Todd B. Strubbe | N/A | 147,500 | 590,000 | 1,032,500 | | | | | | | | 2/13/2023 | | | | 4,110 | 8,220 | 16,440 | | 1,749,791 | | | 2/13/2023 | | | | | | | 8,220 | 1,749,791 | | George E. Kilguss, III | N/A | 138,750 | 555,000 | 971,250 | | | | | | | | 2/13/2023 | | | | 3,758 | 7,516 | 15,032 | | 1,599,931 | | | 2/13/2023 | | | | | | | 7,516 | 1,599,931 | | Danny R. McPherson | N/A | 138,750 | 555,000 | 971,250 | | | | | | | | 2/13/2023 | | | | 3,758 | 7,516 | 15,032 | | 1,599,931 | | | 2/13/2023 | | | | | | | 7,516 | 1,599,931 | | Thomas C. Indelicarto | N/A | 138,750 | 555,000 | 971,250 | | | | | | | | 2/13/2023 | | | | 3,758 | 7,516 | 15,032 | | 1,599,931 | | | 2/13/2023 | | | | | | | 7,516 | 1,599,931 |
Grants of Plan-Based Awards in 2023
(1)Each of our NEOs received an annual cash bonus under the VPP as described in “Compensation Discussion and Analysis” earlier in this Proxy Statement. The actual amount of the annual cash bonus paid to the NEOs is reflected in the Summary Compensation Table above. (2)Each of our NEOs was awarded PSUs on February 13, 2023, to be earned based on Company performance and subject to a relative TSR achievement threshold in 2025 and determination to be made after the end of 2025. The maximum value set forth in the third column of “Estimated Future Payouts Under Equity Incentive Plan Awards” is described in footnote (2) of the Summary Compensation Table, and the target value set forth in the second column of “Estimated Future Payouts Under Equity Incentive Plan Awards” was included in the “Stock Awards” column of the Summary Compensation Table. (3)The RSU awards vested 25% of the total award on February 15, 2024, and the remainder vests 6.25% of the total award each quarter thereafter, until fully vested. (4)Under the applicable FASB ASC Topic 718 rules, the total amount reported in this column represents the fair value of the 2023 PSU or RSU award on its “grant date” (i.e., the date the Compensation Committee approved each award), based (i) for a PSU, upon the then-probable outcome of the CAGR of operating income performance condition (i.e., the target value of the award), and (ii) for an RSU award upon the full number of shares subject to the award. See Note 8 to our 2023 financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, regarding assumptions underlying the valuation of these awards, and footnote (2) to the Summary Compensation Table for additional information.
Grants of Plan-Based Awards in 2023
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Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table shows all outstanding equity awards held by our NEOs as of the end of 2023 granted under the 2006 Plan.
Outstanding Equity Awards at 2023 Year-End
| | | STOCK AWARDS | | | | | NAMED EXECUTIVE OFFICER | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | D. James Bidzos | 2/10/2020 | 941 | 193,808 | | | | | 2/16/2021 | 4,886 | 1,006,321 | | | | | 2/16/2021 | | | 16,661(3) | 3,431,500 | | | 2/14/2022 | 9,480 | 1,952,501 | | | | | 2/14/2022 | | | 25,285(4) | 5,207,699 | | | 2/13/2023 | 18,790 | 3,869,988 | | | | | 2/13/2023 | | | 28,186(5) | 5,805,189 | | Todd B. Strubbe | 2/10/2020 | 419 | 86,297 | | | | | 2/11/2020 | 36 | 7,415 | | | | | 2/16/2021 | | | 5,374(3) | 1,106,829 | | | 2/16/2021 | 2,365 | 487,095 | | | | | 2/14/2022 | | | 8,194(4) | 1,687,636 | | | 2/14/2022 | 4,608 | 949,064 | | | | | 2/13/2023 | | | 8,220(5) | 1,692,991 | | | 2/13/2023 | 8,220 | 1,692,991 | | | | George E. Kilguss, III | 2/10/2020 | 358 | 73,734 | | | | | 2/16/2021 | 1,890 | 389,264 | | | | | 2/16/2021 | | | 4,299(3) | 885,422 | | | 2/14/2022 | 3,686 | 759,169 | | | | | 2/14/2022 | | | 6,555(4) | 1,350,068 | | | 2/13/2023 | 7,516 | 1,547,995 | | | | | 2/13/2023 | | | 7,516(5) | 1,547,995 | | Danny R. McPherson | 2/10/2020 | 197 | 40,574 | | | | | 2/16/2021 | 1,320 | 271,867 | | | | | 2/16/2021 | | | 3,000(3) | 617,880 | | | 2/14/2022 | 3,159 | 650,628 | | | | | 2/14/2022 | | | 5,619(4) | 1,157,289 | | | 4/25/2022 | 590 | 121,516 | | | | | 4/25/2022 | | | 947(4) | 195,044 | | | 2/13/2023 | 7,516 | 1,547,995 | | | | | 2/13/2023 | | | 7,516(5) | 1,547,995 | | Thomas C. Indelicarto | 2/10/2020 | 227 | 46,753 | | | | | 2/16/2021 | 1,418 | 292,051 | | | | | 2/16/2021 | | | 3,224(3) | 664,015 | | | 2/14/2022 | 3,159 | 650,628 | | | | | 2/14/2022 | | | 5,619(4) | 1,157,289 | | | 2/13/2023 | 7,516 | 1,547,995 | | | | | 2/13/2023 | | | 7,516(5) | 1,547,995 |
Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
(1)The RSU awards vest 25% of the total award on approximately the first anniversary of the date of grant and then vests 6.25% of the total award each quarter thereafter until fully vested. (2)The market value is calculated by multiplying the number of shares by the closing price of our common stock on December 29, 2023, which was $205.96 per share. (3)The Compensation Committee granted PSUs on February 16, 2021, to be earned based on Company performance in 2021, 2022, and 2023 as determined after the end of 2023. The number of shares shown reflects actual achievement of 71% of target. These PSUs vested on the date the Company received an unqualified signed opinion on the Company’s financial statements from its independent registered public accounting firm on February 15, 2024. (4)The Compensation Committee granted PSUs on February 14, 2022 and April 25, 2022, to be earned based on Company performance in 2022, 2023, and 2024 as determined after the end of 2024. The number of shares shown reflects achievement of the target performance level based on Company performance and relative TSR of Verisign compared to the TSR of the S&P 500 for 2022 and 2023. (5)The Compensation Committee granted PSUs on February 13, 2023, to be earned based on Company performance in 2023, 2024, and 2025 as determined after the end of 2025. The number of shares shown reflects achievement of the target performance level based on Company performance and relative TSR of Verisign compared to the TSR of the S&P 500 for 2023.
Stock Vested in 2023
Stock Vested in 2023 The following table shows all stock awards vested and the value realized upon vesting by our NEOs during 2023. No stock options were exercised by any of our NEOs during 2023.
Stock Vested in 2023
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | D. James Bidzos | 38,670 | 8,052,900 | | Todd B. Strubbe | 15,093 | 3,156,076 | | George E. Kilguss, III | 11,968 | 2,503,037 | | Danny McPherson | 8,037 | 1,687,444 | | Thomas C. Indelicarto | 8,404 | 1,760,920 |
Stock Vested in 2023
(1)The value realized upon vesting is calculated by multiplying the number of shares that vested by the closing price of our common stock on the vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Except as described below, we have no formal severance program for our NEOs, each of whom is employed at will and therefore can be terminated at any time.
CEO Pay Ratio
CEO Pay Ratio Item 402(u) of Regulation S-K requires disclosure of the ratio of the annual total compensation of our CEO, Mr. Bidzos, to the annual total compensation of our median employee. For 2023, the annual total compensation of the median employee was $217,196 and the annual total compensation of our CEO, as reported in the Summary Compensation Table in “Executive Compensation” above in this Proxy Statement, was $12,245,901. Based on this information for 2023, the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 56:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules of the Securities and Exchange Commission (the “SEC”) using the data and assumptions summarized below. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The 2023 median employee was determined based on the total 2023 target direct compensation for all of our employees (other than our CEO), who were employed as of December 31, 2023, consistent with the approach taken for our 2022 CEO pay ratio determination. For purposes of this pay ratio, we defined target direct compensation as the sum of annual base salary determined as of December 31, 2023, target annual bonus for the 2023 performance year, and the grant date value of annual equity grants in 2023. We applied our compensation measure consistently to all of our employees. Salaries for international employees were converted to U.S. dollars based on the applicable foreign exchange rates as of December 31, 2023. Once we identified our 2023 median employee, we then determined that employee’s annual total compensation in the same manner that we determine the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed above. This 2023 total compensation amount for our median employee was then compared to the 2023 total compensation of our CEO as reported in the Summary Compensation Table to determine the pay ratio.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, the following table sets forth the specified executive compensation for our NEOs and financial performance measures for 2023, 2022, 2021 and 2020. For additional information regarding how we align executive compensation with Company performance, see “Compensation Discussion and Analysis” of this Proxy Statement.
Pay Versus Performance
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(1) | COMPENSATION ACTUALLY PAID TO PEO ($)(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($)(1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS ($)(1)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON(3): | | NET INCOME ($ MILLIONS) | COMPANY SELECTED MEASURE | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) | | OPERATING INCOME ($ MILLIONS) | | 2023 | 12,245,901 | 10,211,950 | 4,346,386 | 3,808,732 | 107 | 217 | 817.6 | 1,000.6 | | 2022 | 11,279,094 | 6,638,117 | 3,923,918 | 2,623,730 | 107 | 139 | 673.8 | 943.1 | | 2021 | 10,118,565 | 13,339,664 | 3,450,115 | 4,459,575 | 132 | 194 | 784.8 | 866.8 | | 2020 | 10,098,502 | 13,018,694 | 3,303,750 | 4,029,712 | 112 | 144 | 814.9 | 824.2(4) |
Pay Versus Performance
(1)In all four years presented, Mr. Bidzos was our Principal Executive Officer (“PEO”). The non-PEO NEOs during 2023 and 2022 were Messrs. Strubbe, Kilguss, McPherson, and Indelicarto. For 2021 and 2020, the non-PEO NEOs were Messrs. Strubbe, Kilguss, and Indelicarto; Mr. McPherson is not included in 2020 and 2021 as he was appointed an executive officer on July 26, 2022. Equity values in the “Compensation Actually Paid” columns for the PEO and the average of the non-PEO NEOs are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. (2)The following table details the adjustments made to the Summary Compensation Table totals to arrive at the Compensation Actually Paid (“CAP”) amounts in the table above, calculated in accordance with Item 402(v) of Regulation S-K.
Pay Versus Performance
| | SUMMARY COMPENSATION TABLE TOTAL ($) | DEDUCT SUMMARY COMPENSATION TABLE STOCK AWARDS ($) | ADD YEAR-END VALUE OF UNVESTED EQUITY GRANTED IN YEAR ($) | ADD CHANGE IN VALUE OF UNVESTED EQUITY GRANTED IN PRIOR YEARS ($) | ADD CHANGE IN VALUE OF VESTED EQUITY GRANTED IN PRIOR YEARS ($) | COMPENSATION ACTUALLY PAID | | PEO | | | | | | | | 2023 | 12,245,901 | (9,999,781) | 9,675,177 | (1,817,882) | 108,535 | 10,211,950 | | 2022 | 11,279,094 | (8,999,846) | 8,657,652 | (2,844,873) | (1,453,910) | 6,638,117 | | 2021 | 10,118,565 | (7,749,845) | 9,927,154 | 1,714,160 | (670,370) | 13,339,664 | | 2020 | 10,098,502 | (7,749,705) | 8,147,676 | 39,865 | 2,482,356 | 13,018,694 | | AVERAGE NON-PEO NEO | | | | | | | | 2023 | 4,346,386 | (3,274,792) | 3,168,489 | (473,958) | 42,607 | 3,808,732 | | 2022 | 3,923,918 | (2,874,881) | 2,766,660 | (756,083) | (435,884) | 2,623,730 | | 2021 | 3,450,115 | (2,399,993) | 3,074,268 | 509,712 | (174,527) | 4,459,575 | | 2020 | 3,303,750 | (2,286,236) | 2,404,204 | 57,229 | 550,765 | 4,029,712 |
Pay Versus Performance
(3)TSR based on initial investment of $100 made at the end of 2019 and reflects cumulative change since that time. Peer group represents the S&P 500 Information Technology Sector Index. (4)In December 2020, the Compensation Committee approved a $6.5 million adjustment to the 2020 operating income amount used in the determination of the performance level achieved for the PSUs that vested in February 2021. The adjustment was made to account for the impact of the sale of the security services contracts in December 2018, which was not contemplated at the time the performance goals for these PSUs were established.
Pay Versus Performance
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Description of Certain Relationships between Information Presented in the Pay versus Performance Table
Description of Certain Relationships between Information Presented in the Pay versus Performance Table In accordance with SEC rules, the Company is providing the following charts to show the relationship between the CAP for Mr. Bidzos and the average CAP for our other NEOs in comparison to the TSR for Verisign, the TSR for the S&P 500 Information Technology Sector Index, our net income and our operating income, respectively, over the 4 year timeframe:
Non-Employee Director Compensation Table for 2023
Non-Employee Director Compensation Table for 2023 The following table sets forth a summary of compensation information for our non-employee directors for 2023.
Non-Employee Director Compensation Table for 2023
| NON-EMPLOYEE DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Courtney D. Armstrong (3) | 69,743 | 249,807 | 319,550 | | Yehuda Ari Buchalter | 72,188 | 249,807 | 321,995 | | Kathleen A. Cote | 89,375 | 249,807 | 339,182 | | Thomas F. Frist III | 82,188 | 249,807 | 331,995 | | Jamie S. Gorelick | 72,188 | 249,807 | 321,995 | | Roger H. Moore | 168,125 | 249,807 | 417,932 | | Timothy Tomlinson | 132,188 | 249,807 | 381,995 |
Non-Employee Director Compensation Table for 2023
(1)Amounts shown represent cash retainer fees earned by each director. (2)Stock awards consist solely of RSUs which vest immediately upon grant. Amounts shown represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted in 2023. The grant date fair value of each award granted to each non-employee director on July 24, 2023 was $249,807 (consisting of 1,179 RSUs valued at $211.88 per share, which was the closing price per share on the grant date). No director held any outstanding awards as of December 31, 2023. (3)Mr. Armstrong was appointed to the Compensation Committee on February 14, 2023.
Non-Employee Director Compensation Table for 2023
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