DEF 14A of Qualys, Inc.
Filed Apr 22, 2026 · FY20250001140361-26-016101
Information Concerning Director Nominees
Information Concerning Director Nominees Bradford L. Brooks has served as a director of Qualys since October 2025. Mr. Brooks serves as a member of the board of directors for Relyance AI, a Data Privacy Compliance and Data Security company and is a Board Observer on Exaforce, an AI Security Operations Center (SOC) Technology company and is compensated by Thomvest Ventures for both roles since January 2026. Previously, Mr Brooks served as Chief Executive Officer of Censys, Inc., a leading provider of continuous attack surface management, from January 2022 through May 2025. Previously, Mr. Brooks served as a member of the board of directors of ARC Document Solutions from April 2018 through November 2024 where he served on the Audit Committee, Compensation Committee, and as Lead Independent Director. Mr. Brooks also served on the board of directors of WeTransfer from March 2021 through July 2024 and as President and CEO of OneLogin, a global leader in cloud-based identity and access management as a service, from August 2017 to October 2021. From January 2015 to June 2017, Mr. Brooks was Chief Marketing Officer as well as the executive leader of product management and engineering for DocuSign. Mr. Brooks held senior executive level positions at Juniper Networks and Microsoft prior to DocuSign. Mr. Brooks holds a Bachelor of Science in Economics from California State University, Chico, and a Masters of International Management from Thunderbird School of Global Management, Arizona State University. We believe that Mr. Brooks possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as an executive at various technology companies and his understanding of finance and accounting. Wendy M. Pfeiffer has served as a director of Qualys since August 2019. Ms. Pfeiffer founded Box of Chocolates, LLC and has been its managing director since January 2024. Ms. Pfeiffer served as a director of SADA Systems, a Google reseller and professional services company, from January 2020 until December 2023. Ms. Pfeiffer served as Senior Vice President and Chief Information Officer of Nutanix, Inc., an enterprise cloud computing company, from January 17, 2017 until March 17, 2023. Previously, Ms. Pfeiffer served as Chief Information Officer and vice president IT of GoPro, Inc., a maker of video and photo capture devices, from July 2015 to January 2017. Ms. Pfeiffer also served as Senior Director, IT shared services, of Robert Half International, a staffing and recruiting company, from February 2009 to June 2015. Ms. Pfeiffer holds a Bachelor of Science degree in Business Administration, Financial Accounting and Technology, from the University of Phoenix. We believe that Ms. Pfeiffer possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience serving as chief information officer at technology companies, her experience as an independent board director for both public and private companies, and her relevant technical and cyber industry expertise and reputation. John A. Zangardi has served as a director of Qualys since June 2020. Dr. Zangardi served as director of Redhorse Corporation, a technology services company delivering decision quality data to federal government customers, from January 2025 until August 2025, and as Chief Executive Officer of Redhorse Corporation from December 2021 until December 2024. As President of Redhorse Corporation from June 2020 until December 2024, he expanded the AI/ML and data services offerings to the federal government. From November 2019 to May 2020, Dr. Zangardi served as Senior Vice President of Business Initiatives and Strategic Partnerships for the Civil Group at Leidos, Inc. From November 2017 to November 2019, Dr. Zangardi served as Chief Information Officer of the Department of Homeland Security, a presidentially appointed position, where he was responsible for overseeing IT and its related security and management. Prior to that, Dr. Zangardi first served as the Principal Deputy Chief Information Officer and later as the Acting Chief Information Officer of the Department of Defense, from October 2016 until November 2017. He also represented the Department of NATO’s C3 Board. Dr. Zangardi served as the Deputy Assistant Secretary of the Navy for Command, Control, Communications, Computers, Intelligence, Information Operations & Space from March 2011 until September 2016 and as the Department of the Navy CIO from 2014 to 2015. A retired Navy officer, Dr. Zangardi served in a variety of command and staff assignments during his military career before being appointed to the Senior Executive Service. Dr. Zangardi currently serves as an independent board member of ZeroFox, Inc. and as a non-executive director of Symetrica, Inc., a U.K-based radiation detection technology company. He previously served on the board of directors of Forcepoint, a privately held software company, from April 2021 to January 2024. Dr. Zangardi holds a Bachelor of Science degree from the University of Scranton, a Master of Science degree from the Naval Postgraduate School, and a Doctor of Philosophy degree from George Mason University. We believe that Dr. Zangardi possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as chief information officer for departments of the federal government and Dr. Zangardi’s background in the U.S. military and executive experience at technology companies.
Information Concerning Continuing Directors
Information Concerning Continuing Directors Jeffrey P. Hank has served as a director of Qualys since January 2010, including as Chair of the Board since January 2023. Mr. Hank currently serves as the chairman of the board of directors for First Tech Federal Credit Union since April 2022. From June 2005 to July 2012, Mr. Hank was the Vice President, Chief Accounting Officer and Corporate Controller of Intuit, Inc., and Mr. Hank served as the Vice President of Finance and Chief Accounting Officer of Intuit from July 2012 until September 2013. From June 2002 until September 2003, Mr. Hank was an audit partner at KPMG LLP. From September 1994 until June 2002, Mr. Hank was an audit partner at Arthur Andersen LLP. Mr. Hank holds a Bachelor of Science degree in Business Administration from the University of California at Berkeley. We believe that Mr. Hank possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as an executive at a technology company and his background in the accounting industry. Thomas P. Berquist has served as a director of Qualys since August 2023. He was Executive Vice President and Chief Financial Officer at Cloud Software Group from September 2022 until September 2025. From October 2015 to September 2022, Mr. Berquist served as Executive Vice President and Chief Financial Officer of TIBCO Software. Mr. Berquist has previously served as an executive officer at multiple software companies including Corel Software and Ingres Corporation, was a Managing Director of Software Equity Research at Salomon Smith Barney, Goldman Sachs and Piper Jaffray, and worked at Deloitte Consulting and Wells Fargo. Mr. Berquist holds a B.A. degree in Accounting with an Application Area in Computer Science from the University of Saint Thomas as well as an M.B.A. with an emphasis in Marketing from the University of Saint Thomas. We believe that Mr. Berquist possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as an executive at multiple technology companies and investment banks and his background in finance and accounting. Kristi M. Rogers has served as a director of Qualys since August 2013. Ms. Rogers is currently co-founder and Managing Partner for Principal to Principal. From March 2014 to December 2016, Ms. Rogers served as Managing Director, Chief Executive Officer and member of the board of directors of Aspen Healthcare Services, LLC. From 2012 to 2014, Ms. Rogers also served on the board of directors of Aspen Medical USA. From August 2006 to January 2013, Ms. Rogers served in various positions, including Executive Vice President, President, Chief Executive Officer and Vice Chairman of the Board, at Aegis Defense Services LLC, a provider of security and support services to the U.S. government. Ms. Rogers also currently serves on the board of directors of Business Executives for National Security and is co-chair of the board of directors of Women’s Foreign Policy Group, both non-profit organizations. She serves on the board of directors of NowSecure, a private company providing mobile app security. Ms. Rogers holds a Bachelor of Science degree in Political Science from Michigan State University and a Certificate for Cyber Security Risk Oversight from Carnegie Mellon University, and she graduated from Stanford’s Graduate School of Business Executive Education & Corporate Governance Program. We believe that Ms. Rogers possesses specific attributes that qualify her to serve as a member of our board of directors, including her executive experience and her expertise in the public service sector. Sumedh S. Thakar has served as a director of Qualys since February 2021, as our Chief Executive Officer since April 2021 and as our President since October 2019. Mr. Thakar previously served as our interim Chief Executive Officer from February 2021 to April 2021, and as our Chief Product Officer from June 2014 to April 2021. Mr. Thakar joined us in February 2003 and has held various positions with us since that time, including Principal Engineer, Engineering Manager, Director of Engineering, and Vice President, Engineering. Mr. Thakar holds a Bachelor of Computer Science degree from the University of Pune, India. We believe that Mr. Thakar possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as our President and Chief Product Officer and his knowledge of our company.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our Nominating and Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Governance Committee will consider the current size and composition of our board of directors and the needs of our board and its committees. Some of the qualifications that the committee considers include, without limitation, issues of character, integrity, judgment, diversity of 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 Governance Committee to perform all board of director and committee responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Nominating and Governance Committee will also seek appropriate input from our Chief Executive Officer from time to time in assessing the needs of our board of directors for relevant background, experience, diversity and skills of its members. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors recognizes the benefits of having a diverse board. To that end, our Nominating and Governance Committee considers a broad range of backgrounds, viewpoints, and experiences in making determinations regarding nominations of directors. Our Nominating and Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations.
Non-Employee Director Compensation
Non-Employee Director Compensation
2025 Director Compensation Table
2025 Director Compensation Table The following table provides information regarding compensation of our non-employee directors during our fiscal year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as a director. During 2025, our CEO, Sumedh S. Thakar was an employee. Mr. Thakar’s compensation is discussed in the “Executive Compensation” section of this proxy statement. We reimburse our non-employee directors for expenses associated with attending meetings of our board of directors and meetings of committees of our board of directors.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Thomas P. Berquist | 62,500 | 263,079(3) | 325,579 | | Bradford L. Brooks | 6,849(4) | 395,880(5) | 402,729 | | Jeffrey P. Hank | 85,000 | 263,079(3) | 348,079 | | Wendy M. Pfeiffer | 50,000 | 263,079(3) | 313,079 | | Kristi M. Rogers | 52,500 | 263,079(3) | 315,579 | | John A. Zangardi | 60,000 | 263,079(3) | 323,079 |
2025 Director Compensation Table
| (1) The dollar amounts reported in this column represent the grant date fair value of restricted stock unit awards granted in 2025. These amounts have been calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The fair value of each restricted stock unit award is measured based on the closing market price of our common stock on the date of grant. Pursuant to SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the stock-based compensation note to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026. |
2025 Director Compensation Table
| (2) As of December 31, 2025, the aggregate number of shares of our common stock underlying unvested stock awards and outstanding option awards held by each of our non-employee directors was: |
2025 Director Compensation Table
| Name | Aggregate Number of Shares Underlying Unvested Stock Awards | Aggregate Number of Shares Underlying Outstanding Option Awards | | Thomas P. Berquist | 2,901 | — | | Bradford L. Brooks | 3,198 | — | | Jeffrey P. Hank | 1,879 | — | | Wendy M. Pfeiffer | 1,879 | — | | Kristi M. Rogers | 1,879 | — | | John A. Zangardi | 1,879 | — |
2025 Director Compensation Table
| (3) On June 11, 2025, each of Mr. Berquist, Mr. Hank, Ms. Pfeiffer, Ms. Rogers and Dr. Zangardi was granted an award of 1,879 restricted stock units, which vest on the earlier of (i) June 12, 2026 or (ii) the day before our 2026 annual meeting of stockholders, subject to the applicable director’s continued service to us through each vesting date. |
2025 Director Compensation Table
| (4) Mr. Brooks joined our board of directors on October 30, 2025. Accordingly, this reflects a pro-rata amount for his service on our board of directors during 2025. |
2025 Director Compensation Table
| (5) On October 30, 2025, Mr. Brooks was granted an award of 3,198 restricted stock units, which vest in three equal annual installments on each of the first three anniversaries of November 1, 2025, subject to Mr. Brook’s continued service to us through each vesting date. |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Our Compensation and Talent Committee is responsible for reviewing and making recommendations with respect to the compensation of our non-employee directors. The committee’s practice is to engage a compensation consultant every year to conduct a full review and competitive analysis (using the same peer group used to analyze executive compensation) of our non-employee directors’ compensation in order to ensure that our directors’ compensation is in line with peer companies competing for director talent. Our current non-employee director compensation program was reviewed and approved in 2024 with input from Compensia, Inc. (“Compensia”), an independent compensation consultant. During 2025, our non-employee director compensation program consisted of equity and cash, as described below. Equity Compensation Upon joining our board of directors, each newly elected non-employee director will be granted an award of restricted stock units with an intended “value” (based on the average of the closing prices of our common stock for the 30 trading days ending one week before the applicable grant date) of $420,000 (the “Initial Award”), which may be different from the award’s actual grant date fair value. An Initial Award will vest in three equal annual installments on each of the first three anniversaries of the first day of the month following the month that the director joins our board of directors, subject to continued service to us through each vesting date. On the date of each annual meeting of stockholders, each non-employee director who has served on our board of directors for at least six months prior to such date will be granted an award of restricted stock units with an intended “value” (based on the average of the closing prices of our common stock for the 30 trading days ending one week before the applicable grant date) of $250,000 (the “Annual Award”), which may be different from the award’s actual grant date fair value. Annual Awards will vest on the earlier of the first anniversary of its grant date or the day before the next annual meeting of stockholders, subject to continued service to us through the applicable vesting date. Notwithstanding the vesting schedules described above, the vesting of each Initial Award and each Annual Award will accelerate in full upon a “change in control” (as defined in our 2012 Equity Incentive Plan) of Qualys. Cash Compensation Our non-employee director compensation program provides that each year, each non-employee director will receive a cash retainer of $35,000 for serving on our board of directors (the “Annual Retainer”). In addition to the Annual Retainer, the non-employee Chair of the Board is entitled to an additional cash retainer of $50,000. The chairpersons and members of our board’s three standing committees are entitled to the following cash retainers each year:
Non-Employee Director Compensation Program
| Board Committee | Chairperson Retainer | Member Retainer | | Audit and Risk Committee | $20,000 | $10,000 | | Compensation and Talent Committee | 15,000 | 7,500 | | Nominating and Governance Committee | 10,000 | 5,000 |
Non-Employee Director Compensation Program
Each non-employee director who serves as a committee chair will receive only the additional annual cash fee as the chair of the committee, and not the additional annual fee as a member of the committee. All retainers in cash are paid in four equal installments on a quarterly basis at the end of the applicable quarter, provided that the individual served as a non-employee director in the applicable capacity during the full quarter. If a director did not serve in the applicable capacity for the full quarter, retainers are pro-rated, unless otherwise approved by the board of directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Business Highlights
* Appendix B contains a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Consistent with our “pay-for-performance” philosophy, our non-equity incentive plan pays cash compensation based on achievement of bookings, revenue growth and non-GAAP EPS. The Compensation and Talent Committee selected these three metrics, which measure sales growth and profitability, as the corporate performance metrics that best support our annual operating plan and represent drivers of stockholder value creation. We grant annually a mix of time-based RSUs and PRSUs, whereby RSUs are set to vest over four years subject to continued service and PRSUs are set to vest annually over three years subject to achievement of respective year’s annual performance targets: revenue growth and adjusted EBITDA margin. The Compensation and Talent Committee selected these metrics as the best drivers of our long-term value creation.
Good Pay and Governance Practices
| What we do ✔ | | | ✔ | We balance near- and long-term strategic objectives by providing a mix of cash and equity incentives | | ✔ | We cap non-equity incentive awards at 125% of target for all of our named executive officers, subject to achievement of challenging performance metrics | | ✔ | A substantial portion of our named executive officers’ equity awards is performance-based equity with vesting and release of the PRSU awards capped at 100% of target performance for each of the first two years of the performance period. Cumulative achievement over 100% (at up to a maximum of 200%) is vested and released along with the achievement for the third performance period, subject to the continued service by the named executive officer through the date that performance is certified | | ✔ | We audit our incentive plan processes, results, and payments on a regular basis | | ✔ | We hold an annual stockholder advisory vote to approve our named executive officers’ compensation and we engage with stockholders and respond to their feedback on our executive compensation program |
Good Pay and Governance Practices
| ✔ | We adopted stock ownership guidelines for our non-employee directors and executive officers | | ✔ | We maintain a severance policy for our named executive officers and certain other executives which provides for severance payments only in the event of an involuntary termination of their employment, including in the event of a change in control. | | ✔ | We maintain clawback and compensation recovery policies for our former and current executive officers that comply with Exchange Act Rule 10D-1 and the applicable Nasdaq Listing Rules and also provide the ability to clawback an executive officer’s performance-based compensation in the event of misconduct related to a financial restatement | | ✔ | Our Compensation and Talent Committee is made up solely of independent directors and makes all executive compensation decisions | | What we are not doing X | | | x | We do not offer tax “gross-ups” to any of our named executive officers | | x | We do not pay dividends on unvested equity awards | | x | We do not offer special executive retirement plans to our named executive officers or other executives | | x | We do not guarantee salary increases for our named executive officers | | x | We do not permit repricings or exchange programs without stockholder consent | | x | We have a policy to not make severance payments to named executive officers who voluntarily terminate their employment | | x | We prohibit hedging and pledging of our common stock by all directors, officers, employees and agents (such as consultants and independent contractors) of the Company as well as related parties |
Role of the Compensation and Talent Committee
Role of the Compensation and Talent Committee Our Compensation and Talent Committee oversees our overall compensation philosophy, compensation plans, and benefits programs. Our Compensation and Talent Committee is responsible for reviewing, approving, and administering our annual and long-term incentive compensation plans and our employee benefit plans and for administering our equity incentive plans. To this end, our Compensation and Talent Committee establishes the performance objectives and certifies the performance achievement under our annual and long-term incentive compensation plans and approves the grant of equity awards under our equity incentive plans. Our Compensation and Talent Committee also reviews on a periodic basis the operations of our executive compensation program to determine whether they are properly coordinated and achieving their intended purposes. If our Compensation and Talent Committee determines that any aspect of our executive compensation program yields payments and benefits that are not reasonably related to executive and corporate performance, the committee may take steps to modify the program.
Role of Compensation Consultants
Role of Compensation Consultants Our Compensation and Talent Committee has authority to engage independent outside consultants and obtain input from our management team, other employees, and external advisers. In 2025, our Compensation and Talent Committee engaged Compensia, Inc., a national compensation consulting firm to assist us with respect to the compensation of our executive team, including our named executive officers. Compensia provided a report on regulatory developments, proxy advisory policy changes, and trends in short-term and long-term incentive compensation program design. Compensia further provided data on the compensation provided to executives in our compensation peer group (as described below) and the competitive market in general. This data was considered by our Compensation and Talent Committee in setting executive compensation in 2025. This process involved Compensia analyzing, reviewing and providing guidance to our Compensation and Talent Committee regarding (i) the compensation peer group and (ii) various elements of our executive compensation program based on a comparison of the base salary, target total cash compensation (i.e., base salary plus target non-equity incentive plan compensation), annual long-term incentive values, and target total direct compensation (i.e., target total cash compensation plus equity awards) we provide to our named executive officers against that provided by our compensation peer group to similarly situated executives. Compensia also provided data on market practices relating to stock ownership guidelines for executives and non-employee directors and data on our compensation peer group’s non-employee director compensation, short-term and long-term incentive compensation program design, and equity utilization, as well as reports on executive compensation trends. In 2025, Compensia did not provide any services to us or receive any payments from us, except in its capacity as a consultant to our Compensation and Talent Committee. Based on the consideration of the various factors as set forth in the rules of the SEC and the Nasdaq Stock Market, our Compensation and Talent Committee believes that its relationship with Compensia and its work on behalf of the committee has not raised any conflicts of interest.
Peer Companies
Peer Companies On an annual basis, our Compensation and Talent Committee approves a list of peer companies for the committee to use in conducting a competitive market analysis of executive officer compensation. To represent the market in which we compete for talent, we consider four primary company selection characteristics in determining the peer group each year:
Peer Companies
| 1. | Size: Similarly-sized publicly-traded companies in terms of annual revenues and market capitalization. |
Peer Companies
| 2. | Industry: Application Software or Systems Software GICS sub-industry. |
Peer Companies
| 3. | Growth: Companies with strong revenue growth and high market capitalization to revenue ratios. |
Peer Companies
| 4. | Location: Companies headquartered in Northern California. |
Peer Companies
In May 2025, with the assistance of Compensia, our Compensation and Talent Committee reviewed our compensation peer group based on our peer group selection criteria. This resulted in adding four new companies (Commvault Systems, Inc., Freshworks, Inc., Intapp, Inc. and LiveRamp Holdings, Inc.) to the peer group and removing four companies from the peer group (Altair Engineering Inc., HashiCorp, Inc., Paycor HCM, Inc., and SecureWorks Corp. each of which are no longer publicly-traded). The following is a list of the public companies that our Compensation and Talent Committee used to set cash and equity compensation beginning in 2025:
Peer Companies
| Compensation Peer Group | | | | AppFolio, Inc. | Freshworks, Inc. | PagerDuty, Inc. | | BlackLine, Inc. | Five9, Inc. | Palo Alto Networks, Inc. | | Commvault Systems, Inc. | Gen Digital, Inc. | Rapid7, Inc. | | Confluent, Inc. | Guidewire Software, Inc. | SentinelOne, Inc. | | CrowdStrike Holdings, Inc. | HubSpot, Inc. | Tenable Holdings, Inc. | | Elastic N.V. | Intapp, Inc. | Varonis Systems, Inc. | | Fastly, Inc. | LiveRamp Holdings, Inc. | |
Executive Compensation Program Components
| Element of Compensation | Basis for Providing Element | | Base Salary | To provide market competitive compensation to our named executive officers for services based on their experience and past performance | | Non-Equity Incentive Plan Compensation | To motivate and reward our named executive officers for achieving annual financial and operational objectives that drive increased stockholder value | | Equity Compensation | To align our named executive officers’ interests with the long-term interests of our stockholders, drive long-term performance, and promote the retention of our named executive officers | | Non-Cash and Non-Equity Benefits | To provide for the safety and wellness of our named executive officers | | Severance and Change in Control Payments and Benefits | To support attraction of top executive talent and to promote the retention of our named executive officers and, in the case of change in control payments and benefits, incentivize them to identify and execute economic transactions for the benefit of our stockholders |
Non-Equity Incentive Plan Compensation
Non-Equity Incentive Plan Compensation 2025 Corporate Bonus Plan To motivate and reward our named executive officers to achieve our annual financial and operational objectives and our long-term strategic and growth goals, we provide cash incentive compensation to them based on meeting one or more corporate performance objectives. The objectives change from year to year as we grow and market conditions evolve and different priorities are established, but our Compensation and Talent Committee selects challenging objectives that are achievable only by strong performance. Our named executive officers participated in our 2025 Corporate Bonus Plan, which provided them with an opportunity to receive formula-based incentive amounts on a quarterly basis. Our Compensation and Talent Committee decided this was the most appropriate measure of time to determine achievement of our short-term objectives because it aligns with the time periods for which we give external guidance. Our Compensation and Talent Committee typically reviews and considers adjustments to our named executive officers’ target bonus opportunities on an annual basis. When doing so, our Compensation and Talent Committee considers factors such as the prevalent practices among our peer group companies, the mix of our target pay program between fixed vs. variable compensation and cash vs. equity compensation, internal equity among our executive officers, and recent company and individual performance. The target bonus opportunity under the 2025 Corporate Bonus Plan, expressed as a percentage of each named executive officer’s base salary for that quarter as of the last day of the applicable quarter, of each named executive officer that participated in the 2025 Corporate Bonus Plan is listed in the table below.
Non-Equity Incentive Plan Compensation
| Named Executive Officer | Target Bonus Percentage for Q1 | Target Bonus Percentage for Q2 | Target Bonus Percentage for Q3 | Target Bonus Percentage for Q4 | | Sumedh S. Thakar | 100% | 100% | 100% | 100% | | Joo Mi Kim | 75% | 75% | 75% | 75% | | Bruce K. Posey | 60% | 60% | 60% | 60% |
Non-Equity Incentive Plan Compensation
For 2025, the performance metrics used to determine bonuses continued to be (i) growth in our bookings for the applicable quarter over the same quarter of the prior year, (ii) growth in revenues over the same quarter in 2024 and (iii) non-GAAP earnings per diluted share, with all three metrics weighted equally. Our Compensation and Talent Committee selected these three metrics, which measure sales growth and profitability, as the corporate performance metrics that best supported our annual operating plan and represent drivers of stockholder value creation. For each of the three equally-weighted metrics, the payout percentage was capped at 125% of target. These three metrics were calculated as follows:
Non-Equity Incentive Plan Compensation
| • | Bookings was calculated as the sum of subscribed revenues for all new, renewal and upsell subscriptions contracted by customers and channel partners in each quarter. The subscribed revenues were based on the amount of subscription contracted if the term is one year or less and were capped at one year’s worth of subscribed revenues if the subscription term exceeds one year. The bookings growth measure is an internal measure and is a non-GAAP financial measure for which there is no directly comparable GAAP measure. |
Non-Equity Incentive Plan Compensation
| • | Revenues was determined in accordance with GAAP and set forth in our quarterly and annual financial statements. |
Non-Equity Incentive Plan Compensation
| • | Non-GAAP earnings per diluted share measure was calculated as GAAP net income adjusted for (i) stock-based compensation expense, (ii) amortization of acquired technology, (iii) non-recurring charges such as acquisition related expenses and (iv) the related income tax effects of these adjustments, divided by weighted average shares (diluted) for the applicable quarter. Appendix B contains a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP measure. |
Non-Equity Incentive Plan Compensation
For each of the three metrics, performance may be adjusted to remove the effects of charges for restructurings, discontinued operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of a segment of a business or related to a change in accounting principle, asset write-downs, litigation, claims, judgments or settlements, the effect of changes in tax law or other such laws or provisions affecting reported results, accruals for reorganization and restructuring programs. These exclusions are intended so that performance can be evaluated on organic foreseeable results rather than extraordinary transactions outside the scope of the Compensation and Talent Committee’s forecasts. The Compensation and Talent Committee made no adjustments to any of these metrics in 2025. The target award amounts for our named executive officers in each quarter of 2025 were as follows:
Non-Equity Incentive Plan Compensation
| 2025 Corporate Bonus Plan Target Awards |
Non-Equity Incentive Plan Compensation
| Named Executive Officer | Q1 Target | Q2 Target | Q3 Target | Q4 Target | Total Target | | Sumedh S. Thakar | $152,500 | $152,500 | $152,500 | $161,750 | $619,250 | | Joo Mi Kim | 86,250 | 86,250 | 86,250 | 91,500 | 350,250 | | Bruce K. Posey | 58,500 | 58,500 | 58,500 | 61,950 | 237,450 |
Non-Equity Incentive Plan Compensation
Each named executive officer’s bonus is paid as a percentage of his or her target bonus opportunity amount based on the weighted average of the payout percentages for each applicable measure. To be eligible for a quarterly bonus payment under our 2025 Corporate Bonus Plan, an individual must be employed as of the last working day of the quarter. For each of the three equally-weighted metrics, the payout percentage was capped at 125% of target. In 2023 and previous years, the payout percentage overall and for each metric was capped at 100% of target. Our Compensation and Talent Committee believed that increasing the maximum payout to 125% of target for achieving the top end of the targets would be sufficiently challenging and incentivize top-end performance, and remains well within common practices among our peer group. Payout could be zero if performance is below minimum levels for all three measures. The following table shows the level of achievement of each quarterly performance target under our 2025 Corporate Bonus Plan and the corresponding payout for each of these quarterly performance targets:
Non-Equity Incentive Plan Compensation
| | Q1 | | | Q2 | | | Q3 | | | Q4 | | | | | Target | Actual | Payout | Target | Actual | Payout | Target | Actual | Payout | Target | Actual | Payout | | Bookings Growth | 6.5% | * | 125% | 9.4% | * | 125% | 11.4% | * | 80% | 9.1% | * | 121% | | Revenue Growth | 9.1% | 9.7% | 125% | 10.1% | 10.3% | 105% | 10.3% | 10.4% | 103% | 9.2% | 10.1% | 117% | | Non-GAAP EPS | $1.51 | $1.67 | 125% | $1.44 | $1.68 | 125% | $1.55 | $1.86 | 125% | $1.60 | $1.87 | 125% | | Weighted Payout | | | 125% | | | 119% | | | 102% | | | 121% |
Non-Equity Incentive Plan Compensation
| * With respect to actual bookings growth rate, as noted above, this is an internal measure that we do not disclose for several reasons, including our belief that disclosure would result in competitive harm to the Company. If the results were disclosed, we believe the information would provide competitors with insights into our operations and sales compensation programs that would be harmful to us. |
Non-Equity Incentive Plan Compensation
Based on the achievement against the applicable performance metrics discussed above, the quarterly and aggregate actual amounts awarded to our named executive officers for 2025 were as follows:
Non-Equity Incentive Plan Compensation
| 2025 Corporate Bonus Plan—Actual Award Amount |
Non-Equity Incentive Plan Compensation
| Named Executive Officer | Q1 Award Amount | Q2 Award Amount | Q3 Award Amount | Q4 Award Amount | Total Amount(1) | | Sumedh S. Thakar | $190,625 | $180,713 | $156,160 | $195,879 | $723,377 | | Joo Mi Kim | 107,813 | 102,206 | 88,320 | 110,807 | 409,146 | | Bruce K. Posey | 73,125 | 69,323 | 59,904 | 75,021 | 277,373 |
Non-Equity Incentive Plan Compensation
| (1) In 2025, the non-equity incentive plan paid out at approximately 117% of target. |
Equity Compensation
Equity Compensation We use equity awards to incentivize and reward strong long-term corporate performance and to align the interests of our named executive officers with those of our stockholders. Continuing the practice we introduced in 2021 based on feedback from our stockholders, the equity award grants for our named executive officers that were approved in 2025 were a mix of time-based RSU and PRSUs. RSUs serve to retain our named executive officers over the long-term and align with our objective of long-term stockholder value creation. PRSUs drive long-term stockholder value creation and more strongly align our named executive officers’ interests with the interests of the Company and its stockholders. The PRSUs will provide significant value to our named executive officers only if the Company achieves specific operational goals since the PRSUs will vest only if these goals are achieved. As discussed in “Executive Compensation Highlights” above, PRSU performance goals are determined by the Compensation and Talent Committee in the first quarter of the year to which they relate, which impacts the amounts reported in the Summary Compensation Table for 2025. Each year, we evaluate granting equity awards to our named executive officers to provide additional incentive to continue providing services to us. When determining the size of these equity awards, we generally do not apply a fixed formula. Instead, we aim to maximize long-term stockholder value by granting an amount of equity that properly rewards the named executive officer for his or her contribution to the growth in such value. We consider factors such as:
Equity Compensation
| • | the named executive officer’s performance, contributions, responsibilities, and experience; |
Equity Compensation
| • | the equity held by the named executive officer (including the economic value of his or her unvested equity awards and the ability of this equity to satisfy our retention objectives); |
Equity Compensation
| • | a compensation analysis performed by our human resources department and/or our independent compensation consultant; |
Equity Compensation
| • | market data researched from our compensation peer group (as well as custom cuts of survey data from Radford) and a competitive market analysis provided by our independent compensation consultant; |
Equity Compensation
| • | the equity award recommendations of management (except with respect to their own equity awards); and |
Equity Compensation
| • | internal equity considerations. |
Equity Compensation
We also periodically grant equity awards to new executive hires or in connection with a promotion and to recognize corporate and individual performance. The size of equity awards granted to our named executive officers in connection with their hire is determined through arm’s-length negotiation. We consider factors such as the named executive officer’s prospective role and responsibilities, the cash compensation the named executive officer is expected to receive, the potential incentive and retention value of the award, and the prevailing competitive market conditions. The equity awards granted to our named executive officers in 2025 are set forth in the sections entitled “2025 Summary Compensation Table” and “Grants of Plan-Based Awards in 2025 Table” below. Annual Equity Grants The annual equity grants for our named executive officers for which the target number of PRSUs were approved in 2025 consisted of a mix of RSUs and PRSUs. The RSUs granted to our named executive officers vest quarterly over four years and serve to retain our named executive officers over a long-term period and align with our objective of long-term stockholder value creation. The vesting of the RSUs is subject to the applicable named executive officer’s continued service with us as of each vesting date. As explained in further detail below, for the PRSUs approved in 2025, the target number of PRSUs were determined in 2025 and divided equally into three tranches with each covering performance periods (fiscal years) 2026, 2027, and 2028. Annual performance goals are established in the first quarter of each performance year based on the Company’s annual operating plan for the applicable year. The goals for each tranche are based on the annual growth rate of the Company’s revenues and adjusted EBITDA margin for the applicable performance period. These two metrics are to be calculated as follows:
Equity Compensation
| • | Revenues are determined in accordance with GAAP in effect on the date of grant, subject to adjustments to exclude the effects of acquisitions and/or dispositions during the performance period. |
Equity Compensation
| • | Adjusted EBITDA margin is calculated as (i) net income (loss) for the performance period before (A) other (income) expense, net, which includes interest income, interest expense and other income and expense, (B) provision for (benefit from) income taxes, (C) depreciation and amortization of property and equipment, (D) amortization of intangible assets, and (E) stock-based compensation, divided by (ii) revenues for the performance period, subject to adjustments to exclude the effects of acquisitions and/or dispositions during the performance period. |
Equity Compensation
The revenue growth and adjusted EBITDA margin targets for the first tranche are based on the Company’s annual operating plan for 2026. In order to enable more calibrated goal setting, our board of directors did not set the performance goals for this tranche when target number of PRSUs was approved and instead the Compensation and Talent Committee set the goals in February 2026 (after 2025 fiscal year had been completed, which provided the benefit of having a complete view of year end results). The revenue growth and adjusted EBITDA margin targets for the second and third tranches will be based on the Company’s annual operating plan for the applicable year, which is expected to be determined by our board of directors shortly after the beginning of the applicable year. Up to 200% of the target number of PRSUs allocated to each tranche that become eligible to be earned and vest will be scheduled to vest according to the following schedule, subject to the applicable named executive officer’s continued service through the applicable vesting date:
Equity Compensation
| • | For the first and second tranches, up to 100% of the target number of PRSUs allocated to the tranche will vest on the date that performance is certified for that tranche, and any remaining PRSUs that became eligible to vest (“Overperformance Amount”) will vest on the date that performance is certified for the third tranche. |
Equity Compensation
| • | For the third tranche, all of the PRSUs that became eligible to vest will vest on the date that performance is certified for that tranche. |
Equity Compensation
In designing the performance and vesting structure of these PRSUs, our Compensation and Talent Committee sought to balance the short-term and long-term incentive and retention aspects of the PRSUs, by allowing the named executive officers to earn and vest in up to the target number of PRSUs each year but requiring continued service for approximately three years in order to vest in any Overperformance Amount. In addition, the vesting of these RSUs and PRSUs would accelerate upon the occurrence of certain specified events, as described in the section entitled “Potential Payments Upon Termination or Change in Control” below. The number of shares of our common stock covered by the RSUs and PRSUs and their intended value at the time of grant are listed in the table below.
Equity Compensation
| Named Executive Officer | Number of Time-Based RSUs(1) | Intended Value of Time-Based RSUs | Number of PRSUs at Target Level of Performance(1)(2) | Intended Value of PRSUs at Target Level of Performance | Number of PRSUs at Maximum Level of Performance(1) | Intended Value of PRSUs at Maximum Level of Performance | | Sumedh S. Thakar | 61,092 | $8,025,000 | 61,092 | $8,025,000 | 122,184 | $16,050,000 | | Joo Mi Kim | 34,212 | $4,494,000 | 14,662 | $1,926,000 | 29,324 | $3,852,000 | | Bruce K. Posey | 20,357 | $2,674,000 | 8,725 | $1,146,000 | 17,450 | $2,292,000 |
Equity Compensation
| (1) For each of these equity awards, the intended value of each equity award was converted into a number of RSUs or PRSUs, as applicable, by dividing the intended value by $131.36 per share, which was the average closing price of our common stock for the 30-trading-day-period ending seven days before the grant date. |
Equity Compensation
| (2) These PRSU awards are divided into three tranches with one-year performance periods covering the calendar years 2026, 2027, and 2028, respectively. One-third of the target number of PRSUs is allocated to each tranche. Each tranche will be subject to performance goals to be set shortly after the beginning of applicable performance year. |
Equity Compensation
| Understanding the Differences: Reported PRSU Values in the 2025 Summary Compensation Table vs. Target PRSU Values Approved by the Compensation and Talent Committee | | Historically, our board of directors or the Compensation and Talent Committee approved both the value and number of underlying shares and our annual performance goals that would be used for PRSU equity award for the next year, in the fourth quarter of the preceding year. During 2023, our board of directors continued this practice of approving the target value of PRSUs for 2024 in October 2023, but decided to move the approval of the performance goals to be used for the PRSUs to February 2024. This change was made so that our board of directors and the Compensation and Talent Committee would have the benefit of a complete view of year end results and a more refined forecast when approving our performance goals, which improves their ability to set appropriately calibrated goals. Consistent with this methodology, which has been used since the change implemented in 2023 and will continue to be applied going forward, our board of directors approved the target values and number of underlying shares of PRSUs for 2025 in October 2025, and the applicable performance goals were approved by the Compensation and Talent Committee in February 2026. |
Equity Compensation
| | | As a result, certain tranches of PRSUs will be considered granted in the first quarter of the corresponding performance year during which the applicable performance goals are determined, while our annual RSU awards will continue to be considered granted in the year of approval (generally, October of each year). In 2025 there were three tranches of PRSUs considered granted to NEOs in 2025 for purposes of ASC Topic 718. This is illustrated in the chart below, where each row represents the annual grant approved by our board of directors or Compensation and Talent Committee, and each column represents the year the grant is reported in the Summary Compensation Table. | | | | The methodology described above results in differences between the reported PRSU award grant date fair value (“GDFV”) in the Summary Compensation Table and the target values of the PRSUs approved by the Compensation and Talent Committee. | | The differences between the GDFVs and the target values are due to the SEC requirement that PRSU award values disclosed in the Summary Compensation Table reflect the GDFV of the PRSU as determined under FASB ASC Topic 718, which stipulates that grant date is established when the underlying terms of the award are fixed. Because the performance goals for each tranche of the PRSU awards are set in different fiscal years, the tranches are reported separately in the proxy statements discussing those fiscal years. In addition, the total GDFV of the three tranches for FASB ASC Topic 718 purposes (as reported in the Summary Compensation Table in those proxy statements) may differ from |
Equity Compensation
| the target value that the Compensation and Talent Committee originally approved. In years when the stock price has declined, the GDFV reported for that tranche in the Summary Compensation Table will be lower than the tranche’s target value. In years when the stock price has increased, the GDFV reported for that tranche in the Summary Compensation Table will exceed the tranche’s target value. | | To assist investors in understanding the differences between the GDFV of equity awards in the Summary Compensation Table and the annual target equity award values (inclusive of both RSUs and PRSUs) approved by the Compensation and Talent Committee, the below table shows the current compensation for 2025 (actual base salary + actual short-term incentive + GDFV of RSU awards granted during 2025 + GDFV of PRSU tranches approved in 2022, 2023, and 2024 that associated with 2025 performance period), as disclosed in the Summary Compensation Table, as well as a pro-forma of “intended” compensation for 2025 (actual base salary + actual short-term incentive + the annual intended target equity award values for 2025 and resulting total compensation for 2025). For simplicity, we have omitted “Other Compensation” from the table. |
Equity Compensation
| 2025 Summary Compensation Table Values | | | | | 2025 “Intended” Compensation | | | Named Executive Officer | Salary ($) [A] | Actual Short- Term Incentive ($) [B] | Long-Term Incentive GDFV ($) [C] | Total Comp. ($) [D = A+B+C] | Target Long- Term Incentive Value ($) [E] | Total Comp. ($) [F = A+B+E] | | Sumedh S. Thakar | 616,167 | 723,377 | 14,597,565 | 15,937,109 | 16,050,000 | 17,389,544 | | Joo Mi Kim | 464,667 | 409,146 | 5,964,402 | 6,838,215 | 6,420,000 | 7,293,813 | | Bruce K. Posey | 393,833 | 277,373 | 3,536,808 | 4,208,014 | 3,820,000 | 4,491,206 |
Equity Compensation
In October 2022, our board of directors approved the grant of PRSU awards to our named executive officers. Each named executive officer’s PRSU award was divided into three tranches with one-year performance periods covering the calendar years 2023, 2024, and 2025, respectively. One-third of the target number of PRSUs was allocated to each tranche. Each tranche was and is to become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period. As a result of the Company achieving revenue growth of 10% and adjusted EBITDA margin of 47% in 2025, the following number of PRSUs were earned and vested for the third tranche of each named executive officer’s PRSUs (which represents approximately 135% of each named executive officer’s target number of PRSUs for that tranche): (i) 20,427 for Mr. Thakar, (ii) 5,280 for Ms. Kim, and (iii) 3,018 for Mr. Posey. Additionally, the following number of PRSUs vested in respect of the Overperformance Amount for 2024 at 103%: (i) 401 for Mr. Thakar, (ii) 104 for Ms. Kim, and (iii) 60 for Mr. Posey. PRSU Awards Approved in October 2023 In October 2023, our board of directors approved the intended value of the PRSU awards to our named executive officers. Each named executive officer’s PRSU award was divided into three tranches with one-year performance periods covering the calendar years 2024, 2025, and 2026, respectively. One-third of the target number of PRSUs was allocated to each tranche. Each tranche was and is to become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period. As a result of the Company achieving revenue growth of 10% and adjusted EBITDA margin of 47% in 2025, the following number of PRSUs became eligible to vest for the second tranche of each named executive officer’s PRSUs (which represents approximately 135% of each named executive officer’s target number of PRSUs for that tranche): (i) 20,434 for Mr. Thakar, (ii) 4,922 for Ms. Kim, and (iii) 2,935 for Mr. Posey. Of these PRSUs, the following number vested immediately upon our board of directors certifying the achievement of the revenue growth and adjusted EBITDA margin goals: (i) 15,184 for Mr. Thakar, (ii) 3,657 for Ms. Kim, and (iii) 2,181 for Mr. Posey. The remaining PRSUs that became eligible to vest are scheduled to vest on the date that performance is certified for the third tranche, subject to the applicable named executive officer’s continued service with us through that date. In October 2024, our board of directors approved the intended value of the PRSU awards to our named executive officers. Each named executive officer’s PRSU award was divided into three tranches with one-year performance periods covering the calendar years 2025, 2026, and 2027, respectively. One-third of the target number of PRSUs was allocated to each tranche. Each tranche was and is to become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period. As a result of the Company achieving revenue growth of 10% and adjusted EBITDA margin of 47% in 2025, the following number of PRSUs became eligible to vest for the first tranche of each named executive officer’s PRSUs (which represents approximately 135% of each named executive officer’s target number of PRSUs for that tranche): (i) 26,893 for Mr. Thakar, (ii) 6,454 for Ms. Kim, and (iii) 3,841 for Mr. Posey. Of these PRSUs, the following number vested immediately upon our board of directors certifying the achievement of the revenue growth and adjusted EBITDA margin goals: (i) 19,984 for Mr. Thakar, (ii) 4,796 for Ms. Kim, and (iii) 2,854 for Mr. Posey. The remaining PRSUs that became eligible to vest are scheduled to vest on the date that performance is certified for the third tranche, subject to the applicable named executive officer’s continued service with us through that date Retirement and Other Benefits Our named executive officers participate in the same retirement plan as other U.S.-based full-time employees. We maintain a tax-qualified 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. We match 100% on the dollar up to the first 6% of eligible compensation with no vesting period, for our employees, including our named executive officers. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to qualify under Section 401(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made. In addition, our named executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as our other U.S.-based, full-time employees. These benefits include health, dental and vision insurance; medical and dependent care flexible spending accounts; short- and long-term disability insurance; life insurance; and accidental death and dismemberment insurance. We believe these benefits are generally consistent with those offered by companies with which we compete for employees.
Equity Granting Practices
Equity Granting Practices We do not grant equity awards on a predetermined schedule, but typically approve equity awards either at regularly scheduled meetings of our board of directors or during an open trading window. We have not granted, nor do we intend to grant, stock options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.
Change in Control and Severance Payments and Benefits
Change in Control and Severance Payments and Benefits In October 2025, our Compensation and Talent Committee approved an Executive Severance Policy. Except as otherwise set forth therein, the Executive Severance Policy supersedes any prior agreement or arrangement the named executive officers may have had with us that provided for severance and/or change in control payments or benefits (other than any existing vesting acceleration benefits upon a termination of employment due to death or disability or as set forth in any equity award agreement). We believe that the Executive Severance Policy maximizes stockholder value by minimizing any potential distractions caused by the possibility of an involuntary termination or a potential change in control, which allows our named executive officers to maintain their focus and dedication to their responsibilities. We believe the Executive Severance Policy also provide further retention value by encouraging our named executive officers to continue providing services to us. For a summary of the material terms and conditions of the Executive Severance Policy, as well as an estimate of the potential payments and benefits payable thereunder, see the section entitled “Potential Payments Upon Termination or Change in Control” below.
Deductibility of Executive Compensation
Deductibility of Executive Compensation Section 162(m) of the Code generally limits the amount we may deduct for federal income tax purposes for compensation paid to our Chief Executive Officer, our Chief Financial Officer, and certain of our other executive officers in any taxable year to $1 million per person. An exception to the $1 million limitation for performance-based compensation meeting certain requirements was repealed beginning in 2018 (other than with respect to certain grandfathered arrangements) under the Tax Cuts and Jobs Act (the “Act”). Under the transition relief provisions of the Act, it is possible that certain of the equity awards we granted prior to 2018 may be grandfathered and eligible to be excluded from the Section 162(m) deduction limits. Except for any equity awards that qualify for such transition relief provisions, compensation paid to any of our covered executive officers generally will not be deductible in 2025 or future years, to the extent that it exceeds $1 million. While our Compensation and Talent Committee is mindful of the benefit of being able to fully deduct the compensation paid to our executive officers, the committee believes that we should retain the flexibility to compensate our executive officers in a manner that can best promote our business objectives. Therefore, our Compensation and Talent Committee intends to continue to compensate our executive officers in a manner consistent with the best interests of our company and our stockholders, even if such compensation is not fully deductible.
“Parachute Payments” and Deferred Compensation
“Parachute Payments” and Deferred Compensation Under Sections 280G and 4999 of the Code, certain service providers, which may include our named executive officers, may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and the Company may forfeit a deduction on the amounts subject to this excise tax. Also, Section 409A of the Code imposes significant additional taxes on a service provider in the event the service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. In 2025, we did not provide any of our named executive officers with a “gross-up” or other reimbursement payment for any excise tax liability that he or she might owe as a result of the application of Sections 280G or 4999 or for any additional tax that he or she might owe as a result of the application of Section 409A. We have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement.
Accounting Considerations
Accounting Considerations Accounting standards on stock compensation requires us to measure the compensation expense for all share-based payment awards made to employees (including our named executive officers) and directors based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the tables below, even though our named executive officers and directors may never realize any value from their equity awards. The accounting standards also require us to recognize the compensation cost of share-based payment awards in our income statements over the period that the named executive officer or director is required to provide services to us in exchange for the vesting of the equity award.
Risk Considerations
| • | Balance among short- and long-term incentives, cash and equity, fixed and variable pay |
Risk Considerations
| • | Multiple performance metrics as targets |
Risk Considerations
| • | Service-based requirements for earned performance-based equity awards in excess of target achievement |
Risk Considerations
| • | Double-trigger change in control arrangements |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for years 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Sumedh S. Thakar Director, President and Chief Executive Officer | 2025 | 616,167 | 14,597,565(3)(4) | 723,377 | 10,049(5) | 15,947,158 | | | 2024 | 601,667 | 14,549,332(3)(6) | 488,923 | 10,350(7) | 15,650,272 | | | 2023 | 558,333 | 6,931,496(3)(8) | 283,796 | 9,607(9) | 7,783,232 | | Joo Mi Kim Chief Financial Officer | 2025 | 464,667 | 5,964,402(3)(10) | 409,146 | 22,350(11) | 6,860,565 | | | 2024 | 451,667 | 6,124,256(3)(12) | 208,601 | 21,600(13) | 6,806,124 | | | 2023 | 416,667 | 3,895,400(3)(14) | 106,006 | 18,752(15) | 4,436,825 | | Bruce K. Posey Chief Legal Officer and Corporate Secretary | 2025 | 393,833 | 3,536,808(3)(16) | 277,373 | 20,360(17) | 4,228,374 | | | 2024 | 381,667 | 3,655,453(3)(18) | 163,698 | 21,710(19) | 4,222,528 | | | 2023 | 363,333 | 2,323,636(3)(20) | 91,818 | 23,182(21) | 2,801,969 |
2025 Summary Compensation Table
| (1) RSU awards and PRSU awards are shown at their aggregate grant date fair value as determined in accordance with FASB ASC Topic 718. The fair value of each RSU award and PRSU award is measured based on the closing price of our common stock on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the stock-based compensation note to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026. |
2025 Summary Compensation Table
| (2) The amounts in this column reflect cash incentives earned under our Corporate Bonus Plan for the applicable year. |
2025 Summary Compensation Table
| (3) As discussed above in the “Compensation Discussion and Analysis” section, the PRSU awards granted to the named executive officers in October 2024, 2023, and 2022 are divided into three tranches with one-year performance periods. One-third of the target number of PRSUs is allocated to each tranche. Each tranche will become eligible to be earned and vest based on the annual performance goals approved by our board of directors for the applicable performance period before or shortly after the start of the performance year. Pursuant to FASB ASC Topic 718, the accounting grant date for each PRSU tranche is the date the performance goals are approved by the Compensation and Talent Committee and communicated to the employee. |
2025 Summary Compensation Table
| (4) This amount includes the grant date fair value of the first tranche (representing 19,984 PRSUs), second tranche (representing 15,184 PRSUs), and third tranche (representing 15,179 PRSUs) of the PRSU awards approved in October 2024, October 2023 and 2022 totaling $7,034,986 based upon the probable outcome of performance conditions for 2025 performance year (if maximum performance is achieved, the aggregate grant date fair value of such award is $14,069,972). |
2025 Summary Compensation Table
| (5) Reflects (a) 401(k) matching contributions by Qualys ($8,699) and (b) a premium paid by Qualys for life insurance ($1,350). |
2025 Summary Compensation Table
| (6) This amount includes the grant date fair value of the first tranche (representing 15,183 PRSUs), second tranche (representing 15,178 PRSUs), and third tranche (representing 13,096 PRSUs) of the PRSU awards approved in October 2023, October 2022 and 2021 totaling $7,311,206 based upon the probable outcome of performance conditions for 2024 performance year (if maximum performance is achieved, the aggregate grant date fair value of such award is $14,622,412). |
2025 Summary Compensation Table
| (7) Reflects (a) 401(k) matching contributions by Qualys ($9,000) and (b) a premium paid by Qualys for life insurance ($1,350). |
2025 Summary Compensation Table
| (8) Due to the change in the timing of approval of the performance goals for the 2024 performance period discussed above in the “Compensation Discussion and Analysis” section, the performance metrics for the third tranche of the PRSU award approved to Mr. Thakar in October 2021, the second tranche of the PRSU award approved to Mr. Thakar in October 2022, and the first tranche of the PRSU award approved to Mr. Thakar in October 2023 had not been established in 2023. As a result, there was no reportable grant date fair value under FASB ASC Topic 718 for such tranches to be included in the 2023 compensation that is presented in this table. The performance metrics for these tranches were established in February 2024, and the total grant date fair value for these tranches was $7,311,206, which is included in the 2024 compensation that is presented in this table. |
2025 Summary Compensation Table
| (9) Reflects (a) 401(k) matching contributions by Qualys ($8,257) and (b) a premium paid by Qualys for life insurance ($1,350). |
2025 Summary Compensation Table
| (10) This amount includes the grant date fair value of the first tranche (representing 4,796 PRSUs), second tranche (representing 3,657 PRSUs), and third tranche (representing 3,923 PRSUs) of the PRSU awards approved in October 2024, October 2023 and 2022 totaling $1,729,299 based upon the probable outcome of performance conditions (if maximum performance is achieved, the aggregate grant date fair value of such award is $3,458,598). |
2025 Summary Compensation Table
| (11) Reflects (a) 401(k) matching contributions by Qualys ($21,000) and (b) a premium paid by Qualys for life insurance ($1,350). |
2025 Summary Compensation Table
| (12) This amount includes the grant date fair value of the first tranche (representing 3,657 PRSUs), second tranche (representing 3,923 PRSUs), and third tranche (representing 4,729 PRSUs) of the PRSU awards approved in October 2023, October 2022 and 2021 totaling $2,070,867 based upon the probable outcome of performance conditions (if maximum performance is achieved, the aggregate grant date fair value of such award is $4,141,734). |
2025 Summary Compensation Table
| (13) Reflects (a) 401(k) matching contributions by Qualys ($20,700) and (b) a premium paid by Qualys for life insurance ($900). |
2025 Summary Compensation Table
| (14) Due to the change in the timing of approval of the performance goals for the 2024 performance period discussed above in the “Compensation Discussion and Analysis” section, the performance metrics for the third tranche of the PRSU award granted to Ms. Kim in October 2021, the second tranche of the PRSU award granted to Ms. Kim in October 2022, and the first tranche of the PRSU award granted to Ms. Kim in October 2023 had not been established in 2023. As a result, there was no reportable grant date fair value under FASB ASC Topic 718 for such tranches to be included in the 2023 compensation that is presented in this table. The performance metrics for these tranches were established in February 2024, and the total grant date fair value for these tranches was $2,070,867, which is included in the 2024 compensation that is presented in this table. |
2025 Summary Compensation Table
| (15) Reflects (a) 401(k) matching contributions by Qualys ($17,852) and (b) a premium paid by Qualys for life insurance ($900). |
2025 Summary Compensation Table
| (16) This amount includes the grant date fair value of the first tranche (representing 2,854 PRSUs), second tranche (representing 2,181 PRSUs), and third tranche (representing 2,242 PRSUs) of the PRSU awards approved in October 2024, October 2023 and 2022 totaling $1,016,815 based upon the probable outcome of performance conditions (if maximum performance is achieved, the aggregate grant date fair value of such award is $2,033,630). |
2025 Summary Compensation Table
| (17) Reflects (a) 401(k) matching contributions by Qualys ($13,562) and (b) a premium paid by Qualys for life insurance ($6,798). |
2025 Summary Compensation Table
| (18) This amount includes the grant date fair value of the first tranche (representing 2,181 PRSUs), second tranche (representing 2,242 PRSUs), and third tranche (representing 2,969 PRSUs) of the PRSU awards granted in February 2024, October 2022 and 2021 totaling $1,243,630 based upon the probable outcome of performance conditions (if maximum performance is achieved, the aggregate grant date fair value of such award is $2,487,260). |
2025 Summary Compensation Table
| (19) Reflects (a) 401(k) matching contributions by Qualys ($14,912) and (b) a premium paid by Qualys for life insurance ($6,798). |
2025 Summary Compensation Table
| (20) Due to the change in the timing of approval of the performance goals for the 2024 performance period discussed above in the “Compensation Discussion and Analysis” section, the performance metrics for the third tranche of the PRSU award approved to Mr. Posey in October 2021, the second tranche of the PRSU award approved to Mr. Posey in October 2022, and the first tranche of the PRSU award approved to Mr. Posey in October 2023 had not been established in 2023. As a result, there was no reportable grant date fair value under FASB ASC Topic 718 for such tranches to be included in the 2023 compensation that is presented in this table. The performance metrics for these tranches were established in February 2024, and the total grant date fair value for these tranches was $1,243,630, which is included in the 2024 compensation that is presented in this table. |
2025 Summary Compensation Table
| (21) Reflects (a) 401(k) matching contributions by Qualys ($15,781) and (b) a premium paid by Qualys for life insurance ($7,401). |
Grants of Plan-Based Awards in 2025 Table
Grants of Plan-Based Awards in 2025 Table The following table shows information regarding cash incentive and equity awards granted to our named executive officers during 2025.
Grants of Plan-Based Awards in 2025 Table
| Name | Grant Date | Approval Date | Type of Award(1) | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | | Threshold ($)(4) | Target ($) | Maximum ($)(4) | Threshold (#) | Target (#) | Maximum (#) | | | | Sumedh S. Thakar | | | | | | | | | | | | | | — | — | Cash Incentive | 154,813 | 619,250 | 774,063 | — | — | — | — | — | | | 10/30/2025 | 10/30/2025 | Time-based RSUs | — | — | — | — | — | — | 61,092 | 7,562,579 | | | 1/30/2025 | 10/30/2024 | PRSUs | — | — | — | — | 19,984(5) | 39,968 | — | 2,792,364 | | | 1/30/2025 | 10/26/2023 | PRSUs | — | — | — | — | 15,184(5) | 30,368 | — | 2,121,660 | | | 1/30/2025 | 10/27/2022 | PRSUs | — | — | — | — | 15,179(5) | 30,358 | — | 2,120,962 | | Joo Mi Kim | | | | | | | | | | | | | | — | — | Cash Incentive | 87,563 | 350,250 | 437,813 | — | — | — | — | — | | | 10/30/2025 | 10/30/2025 | Time-based RSUs | — | — | — | — | — | — | 34,212 | 4,235,103 | | | 1/30/2025 | 10/30/2024 | PRSUs | — | — | — | — | 4,796(5) | 9,592 | — | 670,145 | | | 1/30/2025 | 10/26/2023 | PRSUs | — | — | — | — | 3,657(5) | 7,314 | — | 510,993 | | | 1/30/2025 | 10/27/2022 | PRSUs | — | — | — | — | 3,923(5) | 7,846 | — | 548,161 | | Bruce K. Posey | | | | | | | | | | | | | | — | — | Cash Incentive | 59,363 | 237,450 | 296,813 | — | — | — | — | — | | | 10/30/2025 | 10/30/2025 | Time-based RSUs | — | — | — | — | — | — | 20,357 | 2,519,993 | | | 1/30/2025 | 10/30/2024 | PRSUs | — | — | — | — | 2,854(5) | 5,708 | — | 398,789 | | | 1/30/2025 | 10/26/2023 | PRSUs | — | — | — | — | 2,181(5) | 4,362 | — | 304,751 | | | 1/30/2025 | 10/27/2022 | PRSUs | — | — | — | — | 2,242(5) | 4,484 | — | 313,275 |
Grants of Plan-Based Awards in 2025 Table
| (1) Time-based RSUs and PRSUs were granted under our 2012 Equity Incentive Plan. |
Grants of Plan-Based Awards in 2025 Table
| (2) Amounts reported in this column represent cash incentive compensation opportunities under our 2025 Corporate Bonus Plan. |
Grants of Plan-Based Awards in 2025 Table
| (3) Amounts reported in this column represent the grant date fair value of stock awards, calculated in accordance with FASB ASC Topic 718. The fair value of each RSU award is measured based on the closing price of our common stock on the date of grant, excluding the impact of estimated forfeitures related to service-based vesting conditions. The fair value of each PRSU award is based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. Pursuant to FASB ASC Topic 718, the accounting grant date for each PRSU award is the date the performance metrics are approved by the Compensation and Talent Committee and communicated to the employee. |
Grants of Plan-Based Awards in 2025 Table
| (4) The amounts reported in this column represent the payout under our 2025 Corporate Bonus Plan based on the minimum amounts payable for certain levels of performance for all three performance measures. Payout could be zero if performance is below minimum levels for all three measures, or up to 125% of target based on maximum achievement of the applicable performance metrics. |
Grants of Plan-Based Awards in 2025 Table
| (5) The number of shares subject to this PRSU award represents the first of three tranches of a multi-year PRSU award with one-year performance periods covering the calendar years 2025, 2026 and 2027, respectively which were approved by the Compensation and Talent Committee in October 2024, the second of three tranches of a multi-year PRSU award with one-year performance period covering the calendar years 2024, 2025 and 2026 which were approved by the Compensation and Talent Committee in October 2023, and the third of three tranches of a multi-year PRSU award with one-year performance period covering the calendar years 2023, 2024 and 2025 which were approved by the Compensation and Talent Committee in October 2022. |
Grants of Plan-Based Awards in 2025 Table
Subject to continued service, up to 200% of the target number of PRSUs covered by each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the earned PRSUs is capped at 100% of target performance for each of the first two performance periods, with cumulative achievement over 100% become eligible to vest and release at the end of the third performance period. Because the performance metrics for the third tranche of the PRSU grant awards granted to our named executive officers in October 2023, the second and third tranches of the PRSU awards granted to our named executive officers in October 2024, and the first, second, and third tranches of the PRSU awards granted to our named executive officers in October 2025 were not established in 2025, such tranches are not yet considered granted in 2025 under FASB ASC Topic 718. As a result, there is no reportable grant date fair value under FASB ASC Topic 718 for such tranches, and they are not included in this table. Accordingly, the reported grant date fair value of this PRSU award differs from the award value approved by our Compensation and Talent Committee.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | Stock Awards(1) | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(3) | | Sumedh S. Thakar | 10/30/2025 | 61,092(4) | 8,119,127 | — | — | | | 1/30/2025 | — | — | 26,893(5) | 3,574,080 | | | 1/30/2025 | — | — | 20,434(6) | 2,715,679 | | | 1/30/2025 | — | — | 20,427(7) | 2,714,748 | | | 10/30/2024 | 44,965(8) | 5,975,849 | — | — | | | 2/5/2024 | — | — | 401(9) | 53,293 | | | 2/5/2024 | — | — | 401(10) | 53,293 | | | 10/26/2023 | 22,776(11) | 3,026,930 | — | — | | | 10/27/2022 | 11,384(12) | 1,512,934 | — | — | | | | | | 119,314(13) | 15,856,813 | | Joo Mi Kim | 10/30/2025 | 34,212(4) | 4,546,775 | — | — | | | 1/30/2025 | — | — | 6,454(5) | 857,737 | | | 1/30/2025 | — | — | 4,922(6) | 654,134 | | | 1/30/2025 | — | — | 5,280(7) | 701,712 | | | 10/30/2024 | 25,181(8) | 3,346,555 | — | — | | | 2/5/2024 | — | — | 97(9) | 12,891 | | | 2/5/2024 | — | — | 104(10) | 13,822 | | | 10/26/2023 | 12,800(11) | 1,701,120 | — | — | | | 10/27/2022 | 6,866(12) | 912,491 | — | — | | | | | | 28,649(13) | 3,807,436 | | Bruce K. Posey | 10/30/2025 | 20,357(4) | 2,705,445 | — | — | | | 1/30/2025 | — | — | 3,841(5) | 510,469 | | | 1/30/2025 | — | — | 2,935(6) | 390,062 | | | 1/30/2025 | — | — | 3,018(7) | 401,092 | | | 10/30/2024 | 14,983(8) | 1,991,241 | — | — | | | 2/5/2024 | — | — | 58(9) | 7,708 | | | 2/5/2024 | — | — | 60(10) | 7,974 | | | 10/26/2023 | 7,635(11) | 1,014,692 | — | — | | | 10/27/2022 | 3,923(12) | 521,367 | — | — | | | | | | 17,054(13) | 2,266,428 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) All stock awards referenced in this table were granted under our 2012 Equity Incentive Plan. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (2) Stock awards in this column consist of unvested time-based RSUs. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (3) Values reported were computed by multiplying (i) $132.90, the closing price per share on the Nasdaq Stock Market of our common stock on December 31, 2025, the last business day of fiscal 2025, by (ii) the number of shares or units of stock. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (4) The RSUs vest quarterly in equal installments over four years, with the first vesting date on February 1, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (5) As discussed above in the “Compensation Discussion and Analysis” section, this PRSU award is a multi-year PRSU award with one-year performance periods covering the calendar years 2025, 2026, and 2027, respectively. Subject to continued service, each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the PRSUs is capped at 100% of target performance for each of the first two tranches, with cumulative achievement over 100% to be vested and released at the end of the performance period for the third tranche. For the first tranche, 134.57% of the target number of PRSUs allocated to the tranche became eligible to vest based on the actual annual revenue growth rate and the adjusted EBITDA margin result for calendar year 2025. Among these unvested shares, 100% of the 134.57% were vested when the performance was certified in February 2026 and the 34.57% exceeding the 100% target will be vested and released when the third year performance is certified, subject to the applicable named executive officer’s continuous service with the Company. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (6) As discussed above in the “Compensation Discussion and Analysis” section, this PRSU award is a multi-year PRSU award with one-year performance periods covering the calendar years 2024, 2025, and 2026, respectively. Subject to continued service, each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the PRSUs is capped at 100% of target performance for each of the first two tranches, with cumulative achievement over 100% to be vested and released at the end of the performance period for the third tranche. For the second tranche, 134.57% of the target number of PRSUs allocated to the tranche became eligible to vest based on the actual annual revenue growth rate and the adjusted EBITDA margin result for calendar year 2025. Among these unvested shares, 100% of the 134.57% were vested when the performance was certified in February 2026 and the 34.57% exceeding the 100% target will be vested and released when the third year performance is certified, subject to the applicable named executive officer’s continuous service with the Company. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (7) As discussed above in the “Compensation Discussion and Analysis” section, this PRSU award is a multi-year PRSU award with one-year performance periods covering the calendar years 2023, 2024, and 2025, respectively. Subject to continued service, each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the PRSUs is capped at 100% of target performance for each of the first two tranches, with cumulative achievement over 100% to be vested and released at the end of the performance period for the third tranche. For the first tranche, 134.57% of the target number of PRSUs allocated to the tranche became eligible to vest based on the actual annual revenue growth rate and the adjusted EBITDA margin result for calendar year 2025, all of which vested when the performance was certified in February 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (8) The RSUs vest quarterly in equal installments over four years, with the first vesting date on February 1, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (9) As discussed above in the “Compensation Discussion and Analysis” section, this PRSU award is a multi-year PRSU award with one-year performance periods covering the calendar years 2024, 2025, and 2026, respectively. Subject to continued service, each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the PRSUs is capped at 100% of target performance for each of the first two tranches, with cumulative achievement over 100% to be vested and released at the end of the performance period for the third tranche. For the first tranche, 102.6% of the target number of PRSUs allocated to the tranche became eligible to vest based on the actual annual revenue growth rate and the adjusted EBITDA |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
margin result for calendar year 2024. Among these unvested shares, 100% of the 102.6% were vested when the performance was certified in February 2026 and the 2.6% exceeding the 100% target will be vested and released when the third year performance is certified, subject to the applicable named executive officer’s continuous service with the Company.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (10) As discussed above in the “Compensation Discussion and Analysis” section, this PRSU award is a multi-year PRSU award with one-year performance periods covering the calendar years 2023, 2024, and 2025, respectively. Subject to continued service, each tranche will become eligible to vest based on the annual growth rate of the Company’s revenues and the Company’s adjusted EBITDA margin for the applicable performance period, except that vesting and release of the PRSUs is capped at 100% of target performance for each of the first two tranches, with cumulative achievement over 100% to be vested and released at the end of the performance period for the third tranche. For the second tranche, 102.6% of the target number of PRSUs allocated to the tranche became eligible to vest based on the actual annual revenue growth rate and the adjusted EBITDA margin result for calendar year 2024. Among these unvested shares, 100% of the 102.6% were vested when the performance was certified in January 2025 and the 2.6% exceeding the 100% target vested when the performance of the third tranche was certified in February 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (11) The RSUs vest quarterly in equal installments over four years, with the first vesting date on February 1, 2024. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (12) The RSUs vest quarterly in equal installments over four years, with the first vesting date on February 1, 2023. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (13) Amounts in these columns represent PRSUs for which the applicable performance metrics had not been established as of December 31, 2025. In accordance with applicable accounting and SEC rules, these amounts do not appear in the Summary Compensation Table or Grants of Plan-Based Awards Table. Amounts are shown at target levels; actual amounts earned, if any, will be based on achievement of performance metrics for 2026, 2027 or 2028 (once established), as applicable. For Mr. Thakar, represents (i) 62,705 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 41,024 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 15,585 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. For Ms. Kim, represents (i) 15,049 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 9,846 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 3,754 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. For Mr. Posey, represents (i) 8,955 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 5,859 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 2,240 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. |
Option Exercises and Stock Vested in 2025 Table
Option Exercises and Stock Vested in 2025 Table The following table sets forth the number of shares of common stock acquired during 2025 by our named executive officers upon the exercise of stock options and the vesting of restricted stock unit awards and the value realized upon such exercise or vesting.
Option Exercises and Stock Vested in 2025 Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Sumedh S. Thakar | 80,000 | 8,762,615 | 103,215 | 13,752,125 | | Joo Mi Kim | — | — | 46,203 | 6,045,497 | | Bruce K. Posey | — | — | 27,809 | 3,639,888 |
Option Exercises and Stock Vested in 2025 Table
| (1) The value realized upon exercise was determined by multiplying (i) the number of shares of our common stock acquired on exercise by (ii) the difference between the closing price per share on the Nasdaq Stock Market of our common stock on the day of exercise and the exercise price per share. |
Option Exercises and Stock Vested in 2025 Table
| (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 Nasdaq Stock Market 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 no named executive officers 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
Estimated Payments Upon Termination or Change in Control
Estimated 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 named executive officers, assuming the triggering event took place on December 31, 2025 (the last business day of 2025) and based on the $132.90 closing price per share of our common stock on the Nasdaq Stock Market 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 $132.90 or the assumptions relied upon in the estimate of potential payments and benefits below may not reflect the actual circumstances of the triggering event. Accordingly, there is no guarantee that a triggering event would produce the same or similar results as those estimated below.
Estimated Payments Upon Termination or Change in Control
| | | Upon a Qualifying Termination of Employment(1) | | | | Name | Type of Benefit | Not in Connection With a Change in Control ($)(2) | In Connection With a Change in Control ($)(2)(3) | Upon Disability or Death ($)(2)(3) | | Sumedh S. Thakar | Vesting Acceleration | 13,845,699 | 40,881,414 | 40,881,414 | | | Cash Severance | 1,294,000 | 1,941,000 | — | | | COBRA Payments | 31,666 | 47,498 | — | | | Total Termination Benefits | 15,171,365 | 42,869,912 | 40,881,414 | | Joo Mi Kim | Vesting Acceleration | 3,679,115 | 15,887,973 | 15,887,973 | | | Cash Severance | 549,000 | 854,000 | — | | | COBRA Payments | 7,661 | 10,215 | — | | | Total Termination Benefits | 4,235,776 | 16,752,188 | 15,887,973 | | Bruce K. Posey | Vesting Acceleration | 2,166,979 | 9,423,717 | 9,423,717 | | | Cash Severance | 433,650 | 660,800 | — | | | COBRA Payments | 23,749 | 31,666 | — | | | Total Termination Benefits | 2,624,378 | 10,116,183 | 9,423,717 |
Estimated Payments Upon Termination or Change in Control
| (1) The amounts reported represent the severance and vesting acceleration payments and benefits described above in the section entitled “Potential Payments Upon Termination or Change in Control” as of December 31, 2025 (the last business day of 2025). For RSUs and PRSUs, the value of such vesting acceleration is computed by multiplying (i) the number of shares of our common stock subject to the RSUs or PRSUs that are being accelerated by (ii) the closing sales price per share of our common stock on December 31, 2025 of $132.90. |
Estimated Payments Upon Termination or Change in Control
| (2) Amounts in these columns include vesting of PRSUs on a pro-rata basis to the extent earned as of the reference date. For Mr. Thakar, includes 51,148 PRSUs. For Ms. Kim, includes 12,577 PRSUs. For Mr. Posey, includes 7,395 PRSUs. The number of shares subject to these PRSU awards represent the first of three tranches of a multi-year PRSU award with one-year performance periods covering the calendar years 2025, 2026 and 2027, respectively which were approved by the Compensation and Talent Committee in October 2024, the second of three tranches of a multi-year PRSU award with one-year performance period covering the calendar years 2024, 2025 |
Estimated Payments Upon Termination or Change in Control
and 2026 which were approved by the Compensation and Talent Committee in October 2023, and the third of three tranches of a multi-year PRSU award with one-year performance period covering the calendar years 2023, 2024 and 2025 which were approved by the Compensation and Talent Committee in October 2022.
Estimated Payments Upon Termination or Change in Control
| (3) Amounts in these columns include PRSUs for which the applicable performance metrics had not been established as of December 31, 2025. In accordance with applicable accounting and SEC rules, these amounts do not appear in the Summary Compensation Table or Grants of Plan-Based Awards Table. Amounts are shown at target levels; actual amounts earned, if any, will be based on achievement of performance metrics for 2026, 2027 or 2028 (once established), as applicable. For Mr. Thakar, includes (i) 61,092 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 39,969 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 15,184 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. For Ms. Kim, includes (i) 14,662 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 9,593 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 3,657 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. For Mr. Posey, includes (i) 8,725 PRSUs representing target potential payout remaining from awards approved on October 30, 2025; (ii) 5,708 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; and (iii) 2,182 PRSUs representing target potential payout remaining from awards approved on October 26, 2023. |
CEO Pay Ratio
CEO Pay Ratio Under Item 402(u) of Regulation S-K, we are required to provide the following information regarding the relationship between the annual total compensation of Mr. Thakar, our Chief Executive Officer as of the date we selected to identify the median employee, and the median of the annual total compensation of all our employees (other than Mr. Thakar) for 2025:
CEO Pay Ratio
| 1. | The median of the annual total compensation of our all employees (other than Mr. Thakar) (including our consolidated subsidiaries) was $34,981. |
CEO Pay Ratio
| 2. | Mr. Thakar’s annual total compensation, as reported in the 2025 Summary Compensation Table included in this proxy statement, was $15,947,158. |
CEO Pay Ratio
| 3. | Based on the above, for 2025, the ratio of Mr. Thakar’s annual total compensation to the median of the annual total compensation of all our employees other than Mr. Thakar was approximately 456 to 1. |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined the median of the annual total compensation of our employees (other than Mr. Thakar) as of December 31, 2025, at which time we (including our consolidated subsidiaries) had 2,625 full-time, part-time, seasonal and temporary employees, 569 of whom are U.S. employees, and 2,056 (or approximately 78% of our total employee population) of whom are located outside of the United States (9 in Australia, 9 in Brazil, 16 in Canada, 2 in Colombia, 33 in France, 21 in Germany, 3 in Hong Kong, 1,847 in India, 12 in Italy, 4 in Japan, 4 in Mexico, 11 in the Netherlands, 2 in the Philippines, 4 in Poland, 1 in Saudi Arabia, 7 in Singapore, 1 in South Africa, 6 in Spain, 11 in the United Arab Emirates, and 53 in the United Kingdom). In accordance with the permitted methodology for determining the “median employee”, we re-identified the “median employee” for 2025 due to a change in our employee population. We excluded non-U.S. employees (other than those located in France, Germany, India, and the United Kingdom) from our calculations under the de minimis exclusion to the extent the aggregate did not exceed 5% of our total employee population. We did not annualize the compensation of all permanent employees who were new-hires in 2025. We then compared the base salaries paid, bonuses earned, and equity awards granted to our 2,523 employees in the U.S., France, Germany, India, and the United Kingdom (which consisted of 569 U.S. employees and 1,954 non-U.S. employees) in 2025 to determine the median employee. Once we identified our median employee, we calculated the employee’s annual total compensation as though the median employee was reported in the 2025 Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. With respect to the annual total compensation of Mr. Thakar, we used the amount reported in the “Total” column in the 2025 Summary Compensation Table included in this proxy statement.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance measures of the Company. For further information concerning the Company’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, please see the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for First PEO(1),(2) | Compensation Actually Paid to First PEO(1),(3) | Summary Compensation Table Total for Second PEO(1),(2) | Compensation Actually Paid to Second PEO(1),(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(5) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | Net Income(8) (in millions) | Revenues(9) (in millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | $— | $— | $15,947,158 | $23,511,311 | $5,544,470 | $7,060,857 | $109.05 | $258.44 | $198.3 | $669.1 | | 2024 | $— | $— | $15,650,272 | $7,830,649 | $5,514,326 | $2,529,577 | $115.06 | $200.98 | $173.7 | $607.6 | | 2023 | $— | $— | $7,783,232 | $23,974,241 | $2,503,572 | $4,719,665 | $161.06 | $147.39 | $151.6 | $554.5 | | 2022 | $— | $— | $11,392,553 | $5,138,863 | $4,444,562 | $2,529,882 | $92.09 | $88.54 | $108.0 | $489.7 | | 2021 | $20,875,111 | $16,450,909 | $9,396,664 | $12,827,121 | $4,140,001 | $5,326,529 | $112.60 | $137.86 | $71.0 | $411.2 |
Pay Versus Performance Table
| (1) The first PEO is Philippe F. Courtot, who served as PEO in 2021 through March 19, 2021. The second PEO is Sumedh S. Thakar, who served as PEO beginning on April 27, 2021 and in 2022, 2023, 2024 and 2025. |
Pay Versus Performance Table
| (2) Represents the total compensation paid to each of our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. |
Pay Versus Performance Table
| (3) Compensation actually paid does not mean that our PEOs were actually paid those amounts in the listed year, but this is a dollar amount derived by adjusting the Summary Compensation Table total compensation under the methodology prescribed in the relevant rules under Item 402(v) of Regulation S-K, as shown in the following tables: |
Second PEO
| (5) This figure is the average of the “compensation actually paid” for our NEOs other than our PEO in each listed year. “Compensation actually paid” does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived by adjusting the average of the Summary Compensation Table total compensation figure for all NEOs other than our PEO for the listed year under the methodology prescribed under Item 402(v) of Regulation S-K, as shown in the following table: |