DEF 14A of A10 Networks, Inc.
Filed Mar 10, 2026 · FY20250001140361-26-008793
To Be Held at 10 a.m. Pacific Time on Wednesday, April 22, 2026
| | Page | | Equity Compensation Plan Information | 39 | | CEO Pay Ratio | 39 | | Pay versus Performance | 40 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42 | | RELATED PERSON TRANSACTIONS | 44 | | Employment Arrangements and Indemnification Agreements | 44 | | Policies and Procedures for Related Party Transactions | 44 | | OTHER MATTERS | 45 | | Delinquent Section 16(a) Reports | 45 | | Fiscal Year 2025 Annual Report and SEC Filings | 45 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 46 |
Nominees for Director
Nominees for Director Dhrupad Trivedi joined A10 Networks, Inc. in December 2019 as President and Chief Executive Officer. Dr. Trivedi was also appointed as a member of our board in December 2019 and as Chairperson of our board in September 2020. From March 2013 to November 2019, Dr. Trivedi served as President, Network Solutions – Industrial IT/IOT and Cybersecurity at Belden Inc. (NYSE: BDC), a manufacturer of networking, connectivity, and cable products, where he also served as a Corporate Vice President from January 2010 to March 2013. Prior to this, he held multiple general management and corporate development roles at JDS Uniphase Corporation. Dr. Trivedi holds a Ph.D. in electrical engineering from the University of Massachusetts, Amherst, a master’s degree in electrical engineering from the University of Alabama and an MBA in finance from Duke University. Dr. Trivedi brings global leadership experience across multiple businesses and is passionate about driving leading technology businesses to win by creating value for customers. Tor R. Braham has served as a member of our board since March 2018. He is also member of the board of directors of IAC, Inc. (Nasdaq: IAC), a holding company focused on internet, media, and digital services, where he serves on the nominating and governance committee, as well as a private company that specializes in the manufacturing of YIG-based (Yttrium Iron Garnet) RF and microwave components. He also served as a director of Viavi Solutions Inc. (Nasdaq: VIAV), a network and service enablement and optical coatings company, from May 2017 to November 2024. Mr. Braham is also Of Counsel to the law firm of King, Holmes, Paterno and Soriano, LLP. He previously served as a member of the board of directors of Yahoo! Inc., a provider of web services from April 2016 to June 2017, Altaba, Inc., a publicly traded investment company from June 2017 to December 2021, NetApp, Inc. (Nasdaq: NTAP), a computer storage and data management company, from September 2013 to March 2016, Sigma Designs, Inc., an integrated circuit provider for the home entertainment market, from June 2014 to August 2016, Live Oak Acquisition Corp (NYSE: DNMR) from February 2020 to December 2020, and Live Oak Acquisition Corp II (NYSE: LOKB), from December 2020 to October 2021. Mr. Braham served as Managing Director and Global Head of Technology Mergers and Acquisitions for Deutsche Bank Securities Inc., an investment bank, from 2004 until November 2012. From 2000 to 2004, he served as Managing Director and Co-Head of West Coast U.S. Technology, Mergers and Acquisitions for Credit Suisse First Boston, an investment bank. Prior to that role, Mr. Braham served as an investment banker with Warburg Dillon Read LLC and as an attorney at Wilson Sonsini Goodrich & Rosati. Mr. Braham holds a J.D. degree from New York University School of Law and a B.A. degree from Columbia College. Mr. Braham has specific attributes that qualify him to serve as a member of our board, including his extensive financial experience and knowledge of the technology industry gained through his service as an investment banker and lawyer to technology companies, as well as his service on public and private company boards. Peter Y. Chung has served as a member of our board since June 2013. Mr. Chung is a Managing Director and Chief Executive Officer of Summit Partners, L.P., where he has been employed since 1994. He is currently a director of MACOM Technology Solutions Holdings, Inc. (Nasdaq: MTSI) as well as several privately held companies. Mr. Chung previously served as a member of the board of directors of Acacia Communications, Inc. from April 2013 to March 2021. Mr. Chung has an MBA from the Stanford University Graduate School of Business and an A.B. in economics from Harvard University. Mr. Chung has specific attributes that qualify him to serve as a member of our board, including his experience in private equity and venture capital investing and in the communications technology sector, as well as his prior service on public and private company boards. Eric Singer has served as a member of our board since July 2019 and as our lead independent director since September 2021. Mr. Singer was the founder and Managing Member of VIEX Capital Advisors, LLC, a securities investment firm, from 2014 until December 2022. In addition to a long track record as a successful investor in technology companies, Mr. Singer has substantial experience serving on public company boards and assisting companies in creating and expanding stockholder value. He previously served on the boards of directors of Quantum Corporation (Nasdaq: QMCO), Numerex Corp., RhythmOne plc, YuMe, Inc., Support.com, Inc., Meru Networks, Inc., PLX Technology, Inc., and Sigma Designs, Inc., among others. Mr. Singer has served as Chief Executive Officer of Immersion Corporation (Nasdaq: IMMR), a developer and licensor of touch feedback technology, since January 2023. He has been a member of Immersion’s board of directors since March 2020 and previously served as Executive Chairman from August 2020 to January 2023. In connection with his role as Chief Executive Officer of Immersion, Mr. Singer also serves on the boards of directors of Barnes & Noble Education, Inc. (NYSE: BNED) (since June 2024) and Universal Electronics Inc. (Nasdaq: UEIC) (since December 2023). His service on these boards is directly tied to Immersion’s significant ownership positions in these companies and forms part of his executive responsibilities at Immersion. Mr. Singer holds a B.A. from Brandeis University. Mr. Singer’s qualifications to serve on our board include his extensive financial and operating experience, capital markets expertise, and deep knowledge of the technology industry gained through his executive leadership and service on numerous public and private company boards. Dana Wolf has served as a member of our board since June 2022. Ms. Wolf is currently the Chief Executive Officer, Co-Founder and member of the board of directors of YeshID, an identity and access management provider. From August 2017 to November 2021, she served as Senior Vice President of Product & Marketing at Fastly Inc. (NYSE: FSLV), a global edge cloud network provider. From August 2013 to August 2017, she was the Head of Product for the cloud security product lines at OpenDNS, Inc. (acquired by Cisco Systems, Inc. (Nasdaq: CSCO)), a company providing domain name system resolution services. Ms. Wolf has over 18 years of experience in the security space, holding both product and engineering leadership roles at both Rapid7 Inc. (Nasdaq: RPD), a cyber security analytics and automation services company, and RSA Security LLC, a computer and network security company with a focus on protecting and managing online identities and digital assets. Ms. Wolf holds a B.A. from Lawrence University in Mathematics, Computer Science and Theatre and an MBA (High Tech) from Northeastern University. Ms. Wolf has specific attributes that qualify her to serve as a member of our board, including her extensive experience in the cyber security industry and cloud-based businesses.
Compensation Committee
| • | evaluating director compensation and making recommendations to the board regarding such compensation; |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of the board and the needs of the board and the respective committees of the board. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity (including, but not limited to, diversity of gender, ethnicity, race, international background and life experience), independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of director and committee responsibilities. Members of the board are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The board firmly believes that a diverse mix of backgrounds, skills, experiences, and perspectives enhances Board effectiveness and decision-making. The nominating and corporate governance committee actively incorporates diversity considerations into its director identification and evaluation process, including diversity of gender, race, ethnicity, professional experience, tenure, and thought. In evaluating potential director nominees, the nominating and corporate governance committee considers the overall composition of the board, including how a candidate’s background and experiences would complement and enhance the collective skills matrix and strategic needs of the Company. Diversity of viewpoints is an important factor in these determinations. The nominating and corporate governance committee also considers board composition and refreshment as part of its annual board and committee self-evaluation process to ensure continued alignment with the Company’s evolving strategy and governance priorities. The Company is committed to fostering diversity at all levels of the organization, including at the board level. As of the date of this proxy statement, sixty percent of our directors self-identify as being from one or more diverse groups, reflecting the board’s commitment to building and maintaining a diverse and effective governing body.
Director Compensation
Director Compensation
Director Compensation
Director Compensation The following table provides information regarding the total compensation that was paid by the Company to each of our non-employee directors in 2025. None of our non-employee directors were granted option awards in 2025.
Director Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Tor R. Braham | $92,500 | $199,994 | $292,493 | | Peter Y. Chung | $95,500 | $199,994 | $295,493 | | Eric Singer | $107,500 | $199,994 | $307,493 | | Dana Wolf | $77,500 | $199,994 | $277,493 |
Director Compensation
| (1) The aggregate number of shares of our common stock subject to stock awards outstanding at December 31, 2025, for each non-employee director is as below. There were no outstanding stock options held by non-employee directors as of December 31, 2025: |
Director Compensation
| Name | Aggregate Number of Stock Awards Outstanding at December 31, 2025 (#) | | Tor R. Braham | 12,698 | | Peter Y. Chung | 12,698 | | Eric Singer | 12,698 | | Dana Wolf | 12,698 |
Director Compensation
| (2) The amount reported in the Stock Awards column is the aggregate grant date fair value of the stock award, computed in accordance with equity compensation provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As required by the rules of the SEC, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions. Note that the amount reported in this column does not correspond to the actual economic value that may be received by the director from the award. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The board is currently composed of five members. At the Annual Meeting, each of the five recommended nominees, if elected, will serve for a one-year term. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal.
Compensation Discussion and Analysis
| • | Balanced scorecard: Incentives emphasize a combination of profitable growth, operating discipline, and strategic execution aligned to long-term stockholder value. |
Financial Summary and Compensation Highlights
| • | Revenue Performance. Fiscal year 2025 revenue was $290.6 million, representing 11% growth year-over-year. Revenue performance resulted in a payout of 140% for the revenue component of the 2025 Executive Cash Incentive Plan, which represents 50% of the total corporate performance weighting. |
Financial Summary and Compensation Highlights
| • | Performance-Based Long-Term Incentives. Approximately 90% of our Chief Executive Officer’s and 71% of our other current named executive officers’ 2025 long-term equity awards were performance-based, subject to multi-year performance conditions designed to align realized compensation with sustained stockholder value creation. |
Compensation Program Risk Assessment
| • | our executive compensation is periodically benchmarked by our independent compensation consultant to our peers; |
Compensation Program Risk Assessment
| • | annual capped cash incentives under the Executive Cash Incentive Plan; |
Compensation Program Risk Assessment
| • | our Executive Cash Incentive Plan preserves discretion to permit our compensation committee to elect not to pay otherwise achieved bonus amounts for any reason; and |
Compensation Program Risk Assessment
| • | a meaningful component of compensation is equity grants with extended vesting periods designed to ensure that our executives value and focus on our long-term performance. |
2025 Executive Cash Incentive Plan
2025 Executive Cash Incentive Plan Our approach to annual incentive compensation supports our pay-for-performance philosophy and aligns individual payouts with the goals set forth in our annual operating plan. Under the Executive Cash Incentive Plan, executives are eligible for cash awards based on our attainment of performance goals established by the compensation committee as part of our annual operating and strategic planning process. Unless otherwise determined by our compensation committee, to earn an actual award a participant must be employed by the Company (or an affiliate of the Company) through the date the bonus is paid.
2025 Corporate Goals and Individual Performance Factors
2025 Corporate Goals and Individual Performance Factors The 2025 Executive Cash Incentive Plan is funded based upon corporate financial performance based on two objectives: Revenue and non-GAAP adjusted net earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”). These goals are linked to excess performance relative to our peer group. Each performance objective has an established threshold, target and maximum performance objective which corresponds to payout levels of 60%, 100% and 140% of target incentives, respectively. Our 2025 financial goals are based on our operating plan approved by the board, whose intent was to reward participants for growing the business and increasing profitability. The achievement percentage for each corporate objective is subject to linear interpolation between established goals. Each participant’s calculated cash incentive award is then adjusted by an individual performance multiplier. In no event may the participant’s annual incentive opportunity exceed 140% of the target incentive opportunity. No payment will be made for achievement below the threshold performance levels.
2025 Corporate Goals and Individual Performance Factors
| (1) For purposes of the Executive Cash Incentive Plan, “Revenue” is defined as our GAAP revenues; and “adjusted EBITDA” is defined as our GAAP net income excluding (i) interest and other income, net, (ii) depreciation and amortization expense, (iii) provision for income taxes, (iv) stock-based compensation and related payroll tax, (v) impairment expense, (vi) tax planning expense, (vii) workforce reduction expense, (viii) cyber incident remediation expense and (ix) one-time legal expense. As a result, these financial metrics may differ from the financial results we report in our quarterly earnings release materials. |
2025 Corporate Results and Individual Performance Determination
| | 2025 Target Award Opportunity(1) | Award Payout | | Dhrupad Trivedi | $800,000 | $1,056,800 | | Michelle Caron | $53,788 | $76,968 | | Sheen Khoury | $233,333 | $246,259 | | Scott Weber | $120,000 | $134,640 |
2025 Long-Term Equity Incentive Compensation
2025 Long-Term Equity Incentive Compensation The compensation committee believes that a significant emphasis on performance-based restricted stock unit awards (“PSUs”) enhance the pay-for-performance aspect of the compensation program and also further align the interests of executive management with our stockholders. Accordingly, on February 6, 2025, the compensation committee approved equity awards for certain of our NEOs with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs covering the following target number of shares of our common stock:
2025 Long-Term Equity Incentive Compensation
| | 2025 PSUs | 2025 RSUs | | Dhrupad Trivedi | 126,812 | 126,812 | | Scott Weber | 7,764 | 7,764 | | Brian Becker | 13,587 | 13,587 |
2025 PSU Awards
2025 PSU Awards One-half (1/2) of the shares of our common stock subject to the PSU awards will become eligible to vest upon the achievement of each of the two distinct stock price targets as set forth below (the “Performance Milestones”) subject to continued service to the Company (the “Eligible Portion”). The Eligible Portion will vest in three installments, with the first one-half (1/2) of the Eligible Portion to vest within thirty (30) days of achievement of the respective Performance Milestone and an additional one-quarter (1/4) of the Eligible Portion to vest on each of the first and second anniversaries of achievement of the Performance Milestone, subject in each case to continued service on each such date. $20.41 Performance Milestone: One-half (1/2) of the shares of the Company’s common stock subject to the PSU award will become an Eligible Portion upon the achievement of $20.41 or greater 100-Day Volume Weighted Average Stock Price (“VWAP”) occurring in the period beginning on the date of grant of the PSU award and ending on the four (4) year anniversary of such date (the “Performance Period”). $22.26 Performance Milestone: One-half (1/2) of the shares of the Company’s common stock subject to the PSU award will become an Eligible Portion upon the achievement of $22.26 or greater VWAP during the Performance Period. On the date of grant of the PSU awards, the VWAP was $17.85. As of December 31, 2025, neither Performance Milestone was met.
2025 RSU Awards
2025 RSU Awards The RSUs comprised the remaining 50% of the annual equity awards to each of the above-named executive officers and vest in three equal, annual installments with a first vest date of February 1, 2026, subject in each case to the NEO’s continued service through each vesting date.
2025 New Hire NEO Awards
2025 New Hire NEO Awards In July 2025, in connection with his joining the company, our compensation committee approved the grant to Mr. Khoury of time-based PSUs covering 35,000 shares of our common stock and RSUs covering 35,000 shares of our common stock. In September 2025, in connection with her joining the company, our compensation committee approved the grant to Ms. Caron of time-based PSUs covering 13,706 shares of our common stock and RSUs covering 13,706 shares of our common stock. Both Mr. Khoury’s and Ms. Caron’s PSU awards include both performance-based vesting and service-based vesting and will become eligible to vest upon the achievement of the $20.41 or greater VWAP during the Performance Period (the “New Hire Performance Milestone”), as well as continued service to the Company. The vesting of the shares of the Company’s common stock subject to the PSU Award will occur in three installments, with the first fifty percent (50%) of the shares of the Company’s common stock subject to the PSU Award to vest within thirty (30) days of achievement of the New Hire Performance Milestone and an additional one-quarter (1/4th) to vest on each of the first and second anniversaries of achievement of the New Hire Performance Milestone, subject in each case to continued service on each such date. On the date of grant of Mr. Khoury’s PSU award, the VWAP was $17.43, and on the date of grant of Ms. Caron’s PSU award, the VWAP was $18.14. As of December 31, 2025, the New Hire Performance Milestone had not been met. Mr. Khoury RSU is scheduled to vest in three equal, annual installments with a first vest date of June 5, 2026, subject in each case to Mr. Khoury’s continued service through each vesting date. Ms. Caron’s RSU is scheduled to vest in four equal, annual installments with a first vest date of October 5, 2026, subject in each case to Ms. Caron’s continued service through each vesting date.
2026 Equity Awards
2026 Equity Awards On February 12, 2026, after considering current peer practice, the compensation committee approved equity awards for certain of our NEOs with 50% of the target award value consisting of PSUs, and 50% of the award value consisting of RSUs covering the following target number of shares of our common stock.
2026 Equity Awards
| | 2026 PSUs | 2026 RSUs | | Dhrupad Trivedi | 131,516 | 131,516 | | Michelle Caron | 5,978 | 5,978 | | Sheen Khoury | 7,771 | 7,771 | | Scott Weber | 7,413 | 7,413 |
2026 Equity Awards
The vesting and performance objectives of the 2026 PSUs and RSUs are substantially similar in nature to the 2025 awards, with different VWAP targets ($21.00 and $21.50) for the PSUs. The grant amounts and % of PSUs/RSUs reflects peer practice. On the date of grant, the 2026 Equity Awards, the VWAP was $17.78.
Compensation Upon Termination of Employment
Compensation Upon Termination of Employment Dr. Trivedi, Ms. Caron, Mr. Khoury and Mr. Weber are eligible to receive certain severance payments and/or benefits in connection with their termination of employment by the Company without cause or by the NEO for good reason (including upon termination within 12 months following a change of control) as provided under their respective Change in Control and Severance Agreements. The triggering events that would result in the severance payments and benefits and the amount of those payments and benefits are intended to provide our NEOs with financial protection upon loss of employment and to support our executive retention goals and enable our NEOs to focus on the interests of the Company in the event of a potential change of control. The Company does not pay any tax gross-ups in connection with the severance payments. The compensation committee believes that the severance terms and benefits, including triggering events and amounts payable, are competitive with severance protection being offered by other companies with whom we compete for highly qualified executives. The material terms of these agreements, as in effect for 2025, are described below in the section entitled “Executive Officer Employment Agreements.”
Equity Grant Practices
Equity Grant Practices We have not granted stock options since 2018, and we do not make any grants of stock appreciation rights or similar option-like instruments. Since 2018, the Company has only granted “full-value awards”. Although we do not have a formal policy with respect to the timing of our equity award grants, in the recent past, the majority of our equity awards have been granted on an annual basis in the first quarter of the fiscal year. New hire and ad hoc grants may be granted throughout the year. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.
The Decision-Making Process
The Decision-Making Process The Role of the Compensation Committee. The compensation committee oversees the executive compensation program for our NEOs. The compensation committee is comprised of independent, non-employee members of the board. The compensation committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The compensation committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full board, based upon recommendations of the compensation committee. The Role of Management. In order to decide how to compensate our executive officers, our compensation committee considers the recommendations of our CEO regarding compensation for the respective executive officers that report to him based on our results and each executive officer’s contribution toward these results and overall performance. Our CEO does not make recommendations as to his own compensation. The Role of the Independent Consultant. The compensation committee may choose to engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. The Role of Competitive Market Data. Our compensation committee also decides how to compensate our executive officers, including our CEO, by considering competitive market data. For purposes of setting target compensation levels for 2025, we used information from Radford-AON to help us determine the appropriate level of overall target compensation for our executive officers. In making its determinations, the compensation committee reviewed information summarizing the compensation paid at peer group companies and more broad-based compensation surveys. The companies in the fiscal 2025 peer group were developed based on similarity in size and operations within the industries in which we operate and were as follows:
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The following table provides information regarding the compensation paid to, or earned by, our named executive officers (each, an “NEO” and together, the “NEOs”) for each of our fiscal years ended December 31, 2025, 2024 and 2023.
Fiscal 2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Dhrupad Trivedi Chief Executive Officer & President | 2025 | 697,917 | — | 5,211,973 | 1,056,800 | 7,451 | 6,974,141 | | | 2024 | 675,000 | 337,500 | 4,500,005 | 825,000 | 7,451 | 6,344,956 | | | 2023 | 672,917 | — | 3,896,752 | — | 7,451 | 4,577,120 | | Michelle Caron(3) Chief Financial Officer | 2025 | 107,576 | 150,000 | 497,528 | 78,698 | 2,715 | 836,516 | | Sheen Khoury(4) Executive Vice President, Worldwide Sales & Marketing | 2025 | 233,333 | 100,000 | 1,246,700 | 246,259 | 6,430 | 1,832,722 | | Scott Weber General Counsel and Corporate Secretary | 2025 | 300,000 | — | 319,100 | 134,640 | 6,816 | 760,557 | | | 2024 | 300,000 | — | 329,994 | 108,000 | 7,451 | 745,445 | | | 2023 | 300,000 | — | 292,251 | — | 7,451 | 599,702 | | Brian Becker(5) Former Chief Financial Officer | 2025 | 243,333 | 100,000 | 558,426 | — | 286,389 | 1,188,148 | | | 2024 | 320,000 | — | 575,004 | 158,400 | 6,311 | 1,059,715 | | | 2023 | 319,167 | — | 496,829 | — | 6,311 | 822,307 |
Fiscal 2025 Summary Compensation Table
| (1) The amounts reported in the Stock Awards column represent the grant date fair value of the stock award as computed in accordance with FASB ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amount reported in this column does not correspond to the actual economic value that may be received by the NEO from the award. The assumptions that we used to calculate these amounts are discussed in Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There were no stock options granted to our NEOs in fiscal year 2025. |
Fiscal 2025 Summary Compensation Table
| (2) The amounts reported in this column represent life insurance premiums paid on behalf of the executive, 401(k) matching contributions and severance in the case of Mr. Becker (as noted below). |
Fiscal 2025 Summary Compensation Table
| (3) Ms. Caron was appointed as our Chief Financial Officer in September 2025. The amount reported as Bonus represents a sign on bonus, as described in Ms. Caron’s offer letter. |
Fiscal 2025 Summary Compensation Table
| (4) Mr. Khoury was appointed our Executive Vice President, Worldwide Sales and Marketing in June 2025. The amount reported as Bonus represents a sign on bonus, as described in Mr. Khoury’s offer letter. |
Fiscal 2025 Summary Compensation Table
| (5) Mr. Becker resigned in September 2025 and forfeited all the non-equity incentive plan compensation under the 2025 Executive Cash Incentive Plan. The amount reported as Bonus was a bonus to assist in the smooth transition of duties to Ms. Caron upon her employment start. In connection with his departure, Mr. Becker received a lump-sum severance payment equal to nine (9) months of salary ($243,750) and the company paid for nine (9) months of COBRA premiums ($36,656). |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table shows information regarding cash incentive and equity awards granted to our NEOs during our fiscal year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Plan Name(1) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | | | | Dhrupad Trivedi | 1/29/2025 | Bonus Plan | 480,000 | 800,000 | 1,120,000 | — | — | — | — | — | | | 2/6/2025 | 2023 Plan | — | — | — | 63,406 | 126,812 | 126,812 | — | 2,605,987 | | | 2/6/2025 | 2023 Plan | — | — | — | — | — | — | 126,812 | 2,605,987 | | Michelle Caron | 9/30/2025 | Bonus Plan | 32,273 | 53,788 | 75,303 | — | — | — | — | — | | | 9/30/2025 | 2023 Plan | — | — | — | 13,706 | 13,706 | 13,706 | — | 248,764 | | | 9/30/2025 | 2023 Plan | — | — | — | — | — | — | 13,706 | 248,764 | | Sheen Khoury | 7/14/2025 | Bonus Plan | 140,000 | 233,333 | 326,667 | — | — | — | — | — | | | 7/15/2025 | 2023 Plan | — | — | — | 35,000 | 35,000 | 35,000 | — | 623,350 | | | 7/16/2025 | 2023 Plan | — | — | — | — | — | — | 35,000 | 623,350 | | Scott Weber | 1/30/2024 | Bonus Plan | 72,000 | 120,000 | 168,000 | — | — | — | — | — | | | 1/30/2024 | 2023 Plan | — | — | — | 3,882 | 7,764 | 7,764 | — | 159,550 | | | 1/30/2024 | 2023 Plan | — | — | — | — | — | — | 7,764 | 159,550 | | Brian Becker(6) | 1/29/2025 | Bonus Plan | 107,250 | 178,750 | 250,250 | — | — | — | — | — | | | 2/6/2025 | 2023 Plan | — | — | — | 6,794 | 13,587 | 13,587 | — | 279,213 | | | 2/6/2025 | 2023 Plan | — | — | — | — | — | — | 13,587 | 279,213 |
Grants of Plan-Based Awards in 2025
| (1) Awards granted under the “Bonus Plan” represent cash incentives granted under our 2025 Executive Cash Incentive Plan. Awards granted under the “2023 Plan” represent awards granted under our 2023 Stock Incentive Plan. |
Grants of Plan-Based Awards in 2025
| (2) Our non-equity incentive plan awards, and how they were determined, are based on corporate performance; 50% revenue and 50% adjusted EBITDA, as discussed above in the section entitled “Compensation Discussion and Analysis.” The amounts listed in this table represent the threshold, target and maximum amounts that would have been earned under the 2025 Executive Cash Incentive Plan assuming each NEO met the minimum thresholds, the target and the maximum of both revenue and adjusted EBITDA portions of the bonus that was awarded to the individual for fiscal year 2025. The actual corporate performance portion earned for revenue or adjusted EBITDA is not dependent on achieving the minimum threshold levels for both revenue and adjusted EBITDA. Ms. Caron’s and Mr. Khoury’s amounts are pro-rated by the percentage of the year spent in their respective roles. |
Grants of Plan-Based Awards in 2025
| (3) The amounts shown represent shares potentially issuable pursuant to PSUs granted under our 2023 Stock Incentive Plan. The vesting and other terms of such awards are as discussed above in the section entitled “Compensation Discussion and Analysis—2025 PSU Awards” and below in the section entitled “Executive Officer Employment Agreements—PSU and RSU Agreements.” |
Grants of Plan-Based Awards in 2025
| (4) For Messrs. Trivedi, Weber and Becker, these RSUs granted under our 2023 Stock Incentive Plan are scheduled to vest in three equal annual installments on the first, second and third year anniversaries of February 1, 2025, subject in each case to the NEO’s continued service to the Company through each applicable vesting date. Mr. Khoury’s RSU has the same vesting schedule, but the vesting commencement date is June 5, 2025. Ms. Caron’s RSU is scheduled to vest in four equal annual installments on the first, second and third year anniversaries of October 5, 2025, subject in each case to the NEO’s continued service to the Company through each applicable vesting date. The RSUs are subject to the vesting acceleration discussed below in the section entitled “Executive Officer Employment Agreements—PSU and RSU Agreements.” |
Grants of Plan-Based Awards in 2025
| (5) Amounts reported in this column represent the grant date fair value of RSU and PSU awards, calculated in accordance with FASB ASC Topic 718. |
Grants of Plan-Based Awards in 2025
| (6) Mr. Becker resigned in September 2025 and forfeited all the non-equity incentive plan compensation under the 2025 Executive Cash Incentive Plan as well as the unvested portions of his RSUs and PSUs granted in 2025. |
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table sets forth information regarding outstanding stock options and stock awards held by our NEOs as of December 31, 2025. The closing price per share on the NYSE of our common stock as of December 31, 2025 was $17.69 per share, which was used as the value of our common stock in the calculations.
Outstanding Equity Awards at 2025 Year-End
| | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Dhrupad Trivedi | 1/25/2022(2) | 64,949 | 1,148,948 | — | — | | | 2/21/2023(3) | 35,296 | 624,386 | — | — | | | 2/21/2023(4) | 79,417 | 1,404,887 | — | — | | | 1/30/2024(5) | 88,366 | 1,563,195 | — | — | | | 1/30/2024(6) | 74,558 | 1,318,931 | — | — | | | 2/6/2025(7) | 126,812 | 2,243,304 | — | — | | | 2/6/2025(6)(8) | — | — | 126,812 | 2,243,304 | | Michelle Caron | 9/30/2025(9) | 13,706 | 242,459 | — | — | | | 9/30/2025(10) | — | — | 13,706 | 242,459 | | Sheen Khoury | 7/14/2025(11) | 35,000 | 619,150 | — | — | | | 7/14/2025(10) | — | — | 35,000 | 619,150 | | Scott Weber | 7/1/2022(12) | 3,730 | 65,984 | — | — | | | 7/1/2022(13) | 7,460 | 131,967 | — | — | | | 2/21/2023(3) | 2,647 | 46,825 | — | — | | | 2/21/2023(4) | 5,956 | 105,362 | — | — | | | 1/30/2024(5) | 6,480 | 114,631 | — | — | | | 1/30/2024(6) | 5,467 | 96,711 | — | — | | | 2/6/2025(7) | 7,764 | 137,345 | — | — | | | 2/6/2025(6)(8) | — | — | 7,764 | 137,345 |
Outstanding Equity Awards at 2025 Year-End
| (1) Each of the outstanding RSU awards and PSU awards were granted either under our 2014 Equity Incentive Plan or our 2023 Stock Incentive Plan. Outstanding RSU and PSU awards are also eligible for certain vesting acceleration benefits on a qualifying termination as discussed below in the section entitled “Executive Officer Employment Agreements—PSU and RSU Agreements.” |
Outstanding Equity Awards at 2025 Year-End
| (2) The first of three performance milestones (the “$17.25 Performance Milestone”) of this PSU was met on January 23, 2023 and all of shares subject to the $17.25 Performance Milestone have vested. The second performance milestones (the “$18.00 Performance Milestone”) of this PSU was met on February 10, 2025 and one third (1/3) of the shares subject to the $18.00 Performance Milestone vested on February 20, 2025, and the remaining shares subject to the $18.00 Performance Milestone are scheduled to vest as to one-third (1/3) on each of the first and second anniversaries of the achievement of the $18.00 Performance Milestone, subject to continued service to the Company. The third performance milestone (the “$18.75 Performance Milestone”) of this PSU was met on February 24, 2025 and one third (1/3) of the shares subject to the $18.75 Performance Milestone vested on March 10, 2025, and the remaining shares subject to the $18.75 Performance Milestone are scheduled to vest as to one-third (1/3) on each of the first and second anniversaries of the achievement of the $18.75 Performance Milestone, subject to continued service to the Company. |
Outstanding Equity Awards at 2025 Year-End
| (3) One third (1/3) of the shares of our common stock subject to the RSU award is scheduled to vest in three successive, equal, yearly installments commencing on the one-year anniversary of February 1, 2023, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (4) The first of two performance milestones (the “$17.50 Performance Milestone”) of this PSU was met on January 31, 2025. One-half (1/2) of the shares subject to the $17.50 Performance Milestone vested on February 13, 2025, and the remaining shares subject to the $17.50 Performance Milestone are scheduled to vest as to one-fourth (1/4) on each of the first and second anniversaries of the achievement of the $17.50 Performance Milestone, subject to continued service to the Company. The second performance milestones (the “$19.00 Performance Milestone”) of this PSU was met on February 28, 2025 and one-half (1/2) of the shares subject to the $19.00 Performance Milestone vested on February 13, 2025.The remaining shares subject to the $19.00 Performance Milestone are scheduled to vest as to one-fourth (1/4) on each of the first and second anniversaries of the achievement of the $19.00 Performance Milestone, subject to continued service to the Company subject to continued service to the Company. |
Outstanding Equity Awards at 2025 Year-End
| (5) One third (1/3) of the shares of our common stock subject to the RSU award is scheduled to vest in three equal, yearly installments commencing on the one-year anniversary of February 1, 2024, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (6) The first of two performance milestones (the “$15.23 Performance Milestone”) of this PSU was met on December 13, 2024 and one-half (1/2) of the shares subject to the $15.23 Performance Milestone vested on December 26, 2024 and an additional one-fourth (1/4) of the shares |
Outstanding Equity Awards at 2025 Year-End
subject to the $15.23 Performance Milestone vesting on the one year anniversary of achievement of the $15.23 Performance Milestone. The remaining shares subject to the $15.23 Performance Milestone are scheduled to vest as to one-fourth (1/4) on the second anniversary of the achievement of the $15.23 Performance Milestone, subject to continued service to the Company. The second performance milestones (the “$16.71 Performance Milestone”) of this PSU was met on January 15, 2025, and one-half (1/2) of the shares subject to the $16.71 Performance Milestone vested on January 23, 2025. The remaining shares subject to the $16.71 Performance Milestone are scheduled to vest as to one-fourth (1/4) on each of the first and second anniversaries of the achievement of the $16.71 Performance Milestone, subject to continued service to the Company subject to continued service to the Company.
Outstanding Equity Awards at 2025 Year-End
| (7) One third (1/3) of the shares of our common stock subject to the RSU award is scheduled to vest in three successive, equal, yearly installments commencing on the one-year anniversary of February 1, 2025, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (8) One half (1/2) of the shares of our common stock subject to the PSU award will become eligible to vest upon the achievement of certain stock price targets as follows (the “Performance Milestones”): $20.41 and $22.26, as well as continued service to the Company, with vesting of any portion for which the Performance Milestone is achieved to be scheduled to occur in three installments, with the first fifty percent (50%) installment to vest within 30 days of the date of achievement of the Performance Milestone and the balance of the installments of twenty-five percent (25%) each, to vest on the 1st and 2nd anniversaries of achievement of the corresponding Performance Milestone, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (9) One quarter (1/4) of the shares of our common stock subject to the RSU award is scheduled to vest in four successive, equal, yearly installments commencing on the one-year anniversary of October 5, 2025, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (10) The shares of our common stock subject to the PSU award will become eligible to vest upon the achievement of the $20.41 stock price target (the “$20.41 Performance Milestone”), as well as continued service to the Company. Upon achievement of the $20.41 Performance Milestone, the shares of the Company’s common stock subject to the PSU award will vest in three installments, with the first fifty percent (50%) of the shares of the Company’s common stock subject to the PSU award to vest within thirty (30) days of achievement of the $20.41 Performance Milestone and an additional twenty-five percent (25%) to vest on each of the first and second anniversaries of achievement of the $20.41 Performance Milestone, subject in each case to the NEO’s continued service on each applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (11) One-third (1/3) of the shares of our common stock subject to the RSU award is scheduled to vest in three successive, equal, yearly installments commencing on the one-year anniversary of June 5, 2025, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (12) One quarter (1/4) of the shares of our common stock subject to the RSU award is scheduled to vest in four successive, equal, yearly installments commencing on the one-year anniversary of July 5, 2022, subject in each case to NEO remaining a Service Provider through the applicable vesting date. |
Outstanding Equity Awards at 2025 Year-End
| (13) The shares of our common stock subject to the PSU award became eligible to vest upon the achievement of the $18.00 stock price target (the “$18.00 Performance Milestone”) on February 10, 2025. One third (1/3) of the shares subject to the $18.00 Performance Milestone vested on February 20, 2025, and the remaining two-third (2/3) are scheduled to vest on the first and second anniversaries of the achievement of the $18.00 Performance Milestone, subject in each case to the NEO’s continued service on each applicable vesting date. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth the number of shares of common stock acquired during 2025 by our NEOs upon the exercise of stock options and the vesting of stock awards and the value realized upon such exercise or vesting.
Option Exercises and Stock Vested in 2025
| Name | Option Awards— Number of Shares Acquired on Exercise (#) | Option Awards— Value Realized on Exercise ($)(1) | Stock Awards— Number of Shares Acquired on Vesting (#) | Stock Awards— Value Realized on Vesting ($)(2) | | Dhrupad Trivedi | — | — | 303,045 | 5,989,802 | | Michelle Caron | — | — | — | — | | Sheen Khoury | — | — | — | — | | Scott Weber | — | — | 28,501 | 574,437 | | Brian Becker | — | — | 37,061 | 737,907 |
Option Exercises and Stock Vested in 2025
| (1) The value realized upon exercise was determined by multiplying (i) the number of shares exercised by (ii) the difference between the exercise price per share and the closing price per share on the NYSE of our common stock on the day of exercise. |
Option Exercises and Stock Vested in 2025
| (2) The value realized upon vesting was determined by multiplying (i) the number of shares of our common stock acquired on vesting by (ii) the closing price per share on the NYSE of our common stock on the day of vesting. |
Pension Benefits & Nonqualified Deferred Compensation
Pension Benefits & Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and none of our NEOs participated in a nonqualified deferred compensation plan during 2025.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the NEOs, assuming the triggering event took place on December 31, 2025 and based on the $17.69 closing price per share of our common stock on the NYSE on that date. A number of factors may affect the nature and amount of any potential payments or benefits, and as a result, the payments and benefits actually paid (if any) may be different. For example, a triggering event may occur on a date other than December 31, 2025, the price per share of our common stock on the date of the triggering event may be higher or lower than $17.69 or the assumptions relied upon in the estimate of potential payments and benefits below may not reflect the actual circumstances of the triggering event. Accordingly, there is no guarantee that a triggering event would produce the same or similar results as those estimated below. Ms. Caron and Mr. Khoury had not met the one-year employment requirement as of December 31, 2025, as specified in their Change in Control and Severance Agreements, so they would not be eligible for any severance or acceleration of vesting pursuant to such agreements.
CEO Pay Ratio
CEO Pay Ratio Presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. As determined in accordance with SEC rules, the fiscal year 2025 annual total compensation was $6,974,141 for our Chief Executive Officer, as reported in the “Summary Compensation Table” above. We estimate that the fiscal year 2025 annual total compensation for the median of all employees, excluding our Chief Executive Officer, was $198,683. The resulting ratio of our Chief Executive Officer’s annual total compensation to that of the median of all employees, excluding our Chief Executive Officer, for fiscal year 2025 is 35.1 to 1. As permitted by SEC rules, to identify our median employee, we elected to use the annual total compensation of each employee for fiscal year 2025. For these purposes, annual total compensation included annual base salary or hourly wages, cash incentives, commissions, 401(k) company match, comparable cash elements of compensation in non-U.S. jurisdictions and grant date fair market value of equity compensation granted in fiscal year 2025. We utilized internal human resources records with all foreign currencies converted to U.S. dollars. With the exception of the 401(k) match, all amounts were annualized for permanent employees who did not work for the entire year. We identified the employee with the median compensation calculated as described above. We calculated annual total compensation for the median employee using the same methodology used to calculate the “Total” column of the “Summary Compensation Table.” We selected the median employee from among our global population of employees as of the end of fiscal year 2025. We did not exclude any employees whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion.
Pay versus Performance
Pay versus Performance Below are the tables and related footnotes for PVP:
Pay versus Performance
| | CEO | | Non-CEO NEOs | | Value of Initial Fixed $100 Investment Base On: Jan 1st, 2021 | | | | | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(3)(4) | The Company Total Shareholder Return | Peer Group Total Shareholder Return(1) | Net Income (millions) | 100-Day Volume Weighted Average Stock Price(5) | | 2025 | 6,974,141 | 6,602,267 | 1,154,486 | 843,944 | 91.17% | 104.72% | $42.1 | $17.76 | | 2024 | 6,344,956 | 10,373,309 | 1,090,459 | 1,182,950 | 96.23% | 47.66% | $50.1 | $16.11 | | 2023 | 4,577,120 | 2,500,784 | 861,834 | (729,343) | 38.13% | 19.27% | $40.0 | $12.40 | | 2022 | 4,453,280 | 4,364,958 | 944,728 | 482,296 | 71.44% | -30.18% | $46.9 | $16.73 | | 2021 | 3,135,250 | 7,250,200 | 1,121,976 | 1,943,908 | 68.67% | 18.04% | $94.9 | $15.07 |
Pay versus Performance
| (1) The Company’s peer group Total Shareholder Return is based on NYSE Technology Index, which is one of the indexes used for purposes of our 10-K performance graph. |
Pay versus Performance
| (2) The following represents the adjustments made to the Summary Compensation Table totals to derive the compensation actually paid to Dr. Trivedi in his role as CEO. Dr. Trivedi served as the CEO through the entire reporting period. |
Pay versus Performance
| Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported in “Stock Awards” column of Summary Compensation Table | (5,211,973) | (4,500,005) | (3,896,752) | (2,999,996) | (1,699,993) | | Fair value of outstanding and unvested stock awards that were granted in the current year: | 3,888,532 | 5,142,872 | 2,854,663 | 3,237,507 | 2,156,627 | | Change in fair value for stock awards outstanding and unvested at the end of the current year that were granted in a prior year: | 234,011 | 2,360,631 | (635,675) | 17,739 | 2,940,000 | | Fair value of stock awards granted and vested in the current year: | — | 934,951 | — | — | 553,941 | | Change in fair value for stock awards vested in the current year that were granted in a prior year: | 717,557 | 89,905 | (398,572) | (343,571) | 164,375 |
Pay versus Performance
| (3) The following represents the average adjustments made to the Summary Compensation Table totals for our non-CEO named executive officers to derive the average compensation actually paid for our non-CEO named executive officers. |
Pay versus Performance
| Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported in “Stock Awards” column of Summary Compensation Table | (655,438) | (351,668) | (1,430,284) | (475,557) | (499,998) | | Fair value of outstanding and unvested stock awards that were granted in the current year: | 446,797 | 344,763 | 293,936 | 419,947 | 634,307 | | Change in fair value for stock awards outstanding and unvested at the end of the current year that were granted in a prior year: | 58,410 | 194,716 | (53,083) | 1,649 | 520,860 | | Fair value of stock awards granted and vested in the current year | — | 73,058 | — | — | 162,920 | | Change in fair value for stock awards vested in the current year that were granted in a prior year: | 45,733 | 2,489 | (33,872) | (71,765) | 3,843 | | Fair value of stock awards forfeited in the current year that were granted in a prior year: | (206,044) | (170,867) | (367,872) | (336,707) | — |
Pay versus Performance
| (4) The named executive officers included in the non-CEO named executive average for each year are as follows: |
Pay versus Performance
| 2025 | Ms. Caron, Mr. Khoury, Mr. Weber and Mr. Becker. | | 2024 | Messrs. Becker and Weber and Ms. Thomas. | | 2023 | Messrs. Becker, Bruening and Weber and Ms. Thomas. | | 2022 | Messrs. Becker, Bruening, Cochran, and Weber. | | 2021 | Messrs. Becker, Bruening, and Cochran. |
Pay versus Performance
| (5) Represents 100-Day Volume Weighted Average Stock Price (“VWAP”) as of December 31 of each applicable year. The VWAP metric is used for purposes of determining achievement of our 2025 PSU awards, which are eligible to vest upon the achievement of two distinct VWAP targets during the performance period beginning on the date of grant of the 2025 PSU award and ending on the four (4) year anniversary of such date. |
Pay versus Performance
As discussed in the Compensation Discussion and Analysis, our 100-Day Volume Weighted Average Stock Price is a performance goal in our long-term equity incentive compensation plan, and adjusted EBITDA and revenue are performance goals in our 2025 Executive Cash Incentive Plan. Though TSR and net income are not directly tied to the performance-based compensation paid to the NEOs, the 100-Day Volume Weighted Average Stock Price and the revenue performance measures are components of TSR and net income and, as such, TSR and net income results indirectly impact the compensation actually paid to our NEOs. A comparison of our TSR and the TSR of the reported peer group that shows our TSR for 2025, 2024, 2023, 2022 and 2021 is displayed below. The following metrics represent the three most important financial performance measures used by the Company in setting NEO compensation for the most recent fiscal year:
Pay versus Performance
| 100-Day Volume Weighted Average Stock Price | | Revenue | | Adjusted EBITDA |