DEF 14A of Cloudflare, Inc.
Filed Jun 9, 2026 · FY20250001193125-26-263809
Information Concerning Director Nominees
Information Concerning Director Nominees Michelle Zatlyn. Ms. Zatlyn is one of our Co-Founders and has served as our President since December 2020. She has also served as Co-Chair of our Board of Directors since February 2025. She previously served as our Chief Operating Officer from 2016 until February 2025 and as our Head of User Experience from 2009 until 2016. Ms. Zatlyn has served as a member of our Board of Directors since November 2009. Ms. Zatlyn currently serves on the board of directors and the audit committee of Atlassian Corporation, Plc. She holds a B.Sc. in Chemistry and Business from McGill University and an M.B.A. from Harvard Business School. Ms. Zatlyn was selected to serve on our Board of Directors because of the perspective and experience she brings as our President and as one of our Co-Founders. Scott Sandell. Mr. Sandell has served as a member of our Board of Directors since November 2010, as a member of our compensation committee since February 2019, and as our Lead Independent Director since September 2019. He has served as the Chief Investment Officer and Executive Chairman of New Enterprise Associates, Inc. (NEA), a venture capital firm, since 2023 and 2024, respectively. Previously, Mr. Sandell served as Chairman and CEO from April 2023 to April 2024, Managing General Partner of NEA from April 2017 until April 2023, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. He currently serves on the board of directors and the human resources compensation committee of Coursera, Inc., an online learning platform, and the boards of directors of several privately-held companies. Mr. Sandell previously served on the board of directors of Bloom Energy Corporation, a provider of solid-oxide fuel cell systems, Robinhood Markets, Inc., a financial technology company, and Tuya, Inc., an IoT development platform service provider. Mr. Sandell holds an A.B. in Engineering from Dartmouth College and an M.B.A. from Stanford University. Mr. Sandell was selected to serve on our Board of Directors because of his leadership experience and experience as a director of both publicly and privately held technology companies. Karim Lakhani. Dr. Lakhani has served as a member of our Board of Directors and as a member of our nominating and corporate governance committee since March 2025. Dr. Lakhani has served as a professor of business administration at the Harvard Business School since July 2006. Since September 2010, he has served as the founder and co-director of the Laboratory for Innovation Science at Harvard and as the principal investigator of the NASA Tournament Laboratory. Since February 2022, he has also served as co-founder and chair of the Digital, Data, and Design (D^3) Institute at Harvard. Dr. Lakhani holds a B.Eng.Mgt. in Electrical Engineering and Management from McMaster University, an SM degree in Technology and Policy from MIT, and a Ph.D. in Management from MIT. Dr. Lakhani was selected to serve on our Board of Directors because of his extensive expertise in technological innovation, artificial intelligence, and company strategy.
Information Concerning Directors Not Standing for Election at the Annual Meeting
Information Concerning Directors Not Standing for Election at the Annual Meeting Stacey Cunningham. Ms. Cunningham has served as a member of our Board of Directors and as a member of our nominating and corporate governance committee since March 2025, and she has served as a member of our compensation committee since October 2025. She has served as Operating Partner of Advent International, a global private equity company, since October 2022. From May 2018 to January 2022, Ms. Cunningham served as President of NYSE Group, which includes the New York Stock Exchange, and as the New York Stock Exchange’s Chief Operating Officer from June 2015 until May 2018. Ms. Cunningham currently serves on the board of directors of the New York Stock Exchange. She holds a B.S. in Industrial Engineering from Lehigh University. Ms. Cunningham was selected to serve on our Board of Directors because of her experience as an executive officer of a market leading company and her significant experience with financial markets and public companies, including corporate governance standards. Mark Hawkins. Mr. Hawkins has served on our Board of Directors and as Chair of our audit committee since June 2022. He served as President and Chief Financial Officer Emeritus Advisor for Salesforce, Inc., a software company, from February 2021 to November 2021. Prior to that, he served as President and Chief Financial Officer and Principal Financial Officer of Salesforce, Inc. from August 2017 to January 2021, and as the Chief Financial Officer, Principal Financial Officer and Executive Vice President of Salesforce, Inc. from August 2014 to August 2017. From April 2009 to July 2014, Mr. Hawkins served as Executive Vice President, Chief Financial Officer, and Principal Financial Officer of Autodesk, Inc., a design software and services company. Mr. Hawkins previously served as Chief Financial Officer and Senior Vice President of Finance and Information Technology at Logitech International S.A., a global hardware company, from April 2006 to April 2009. Mr. Hawkins currently serves on the board of directors and audit and compensation committees of Toast, Inc., a software company, and the board of directors and audit committee of Workday, Inc., a software company. He previously served on the board of directors of SecureWorks Corp., a global cybersecurity company, and in 2021, he briefly served on the board of directors of Fidelity National Information Services, Inc., a financial technology company, before stepping down from the role. He holds a B.A. in Operations Management from Michigan State University and an M.B.A from University of Colorado. He also completed the Advanced Management Program at Harvard Business School. Mr. Hawkins was selected to serve on our Board of Directors due to his experience as an executive officer and director of publicly traded software and technology companies and his financial expertise in the technology industry. Carl Ledbetter. Dr. Ledbetter has served as a member of our Board of Directors since November 2009 and as a member of our audit committee since December 2018. In addition, he has served as a member of our compensation committee since March 2021 and as Chair of the compensation committee since September 2023. Dr. Ledbetter previously served as Chair of our nominating and corporate governance committee from August 2019 until September 2023. Dr. Ledbetter has served as the Chairman and Chief Technology Officer of SimpleRose, Inc., a software company, since July 2018 and as Chief Executive Officer of SimpleRose, Inc. since August 2019. He served as a Managing Director of Pelion Venture Partners, a venture capital firm, from January 2003 through June 2018 and as a Special Advisor from June 2018 until December 2019. Dr. Ledbetter has served on the boards of directors of four other public companies and more than thirty privately-held companies during his career. Dr. Ledbetter holds a B.S. in Mathematics from the University of Redlands, an M.S. in Mathematics from Brandeis University, and a Ph.D. in Mathematics from Clark University. Dr. Ledbetter was selected to serve on our Board of Directors because of his understanding of networking technology and his experience as a director of several technology companies. John Graham-Cumming. Dr. Graham-Cumming has served as a member of our Board of Directors since March 2025. Dr. Graham-Cumming served as our Chief Technology Officer from 2016 until March 2025. Prior to that, he served as a Programmer for us from December 2011 until 2016. Dr. Graham-Cumming holds a B.A. and M.A. in Mathematics and Computation and a D.Phil. in “The formal development of secure systems” from the University of Oxford. Dr. Graham-Cumming was selected to serve on our Board of Directors because of his extensive experience as our former Chief Technology Officer and intimate knowledge of our company, our products and technology, the market in which we compete, and our customer needs, as well as his knowledge of the Internet and its underlying technologies including the use of machine learning and artificial intelligence. Matthew Prince. Mr. Prince is one of our Co-Founders and has served as our Chief Executive Officer since July 2009. He currently serves as Co-Chair of our Board of Directors and was Chair from July 2009 until February 2025. He also co-founded Unspam Technologies, Inc., a software and services company, and has served as its Chair since December 2001. Mr. Prince holds a B.A. in English and a minor in Computer Science from Trinity College-Hartford, a J.D. from the University of Chicago Law School, and an M.B.A. from Harvard Business School. Mr. Prince was selected to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as one of our Co-Founders. Katrin Suder. Dr. Suder has served as a member of our Board of Directors and as a member of our audit committee since August 2019, as well as a member of our nominating and corporate governance committee since September 2023. Since January 2019, she has been employed by TAE Advisory & Sparring GmbH, a consulting company which Dr. Suder co-founded, and previously served as TAE’s co-Chief Executive Officer from January 2019 until December 2023. From August 2018 until December 2022, Dr. Suder served as Chairperson of the Advisory Council on Digitalization to the German Federal Government. From August 2014 until April 2018, Dr. Suder served as State Secretary for the German Federal Ministry of Defense. From October 2000 to July 2014, she was employed by McKinsey & Company, a management consulting company, where she managed the German Public Sector Practice from 2010 to 2014. Dr. Suder currently serves on the supervisory board of LEG Immobilien SE, a German property company, and Deutsche Post AG, a logistics company. Dr. Suder holds a B.A. in German Literature and Theater and a Ph.D. in Computational Neuroscience from Ruhr University Bochum. Dr. Suder was selected to serve on our Board of Directors because of her experience at the intersection of technology, business, and policy.
Compensation Committee
| • | making recommendations regarding non-employee director compensation to our full Board of Directors. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees Our Board of Directors has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the Board of Directors (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors based on feedback collected through annual performance self-evaluations and skills assessments completed by our directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates to the Board of Directors for its approval as director nominees for election to the Board of Directors.
Non-Employee Director Compensation
Non-Employee Director Compensation We have adopted a compensation policy for our non-employee directors. Under this director compensation policy, each non-employee director receives the cash and equity compensation for his or her board services described below. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses to board and committee meetings. This policy was developed with input from Compensia regarding practices and compensation levels at comparable companies. We considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. After careful consideration of this information and the scope of the duties and responsibilities of our non-employee directors, our Board of Directors adopted and our stockholders approved the director compensation policy. We review the director compensation policy every other year, with the most recent review occurring in January 2026, and we continue to believe this policy provides reasonable compensation to our non-employee directors that is commensurate with their contributions and appropriately aligned with our peers. The policy includes a maximum annual limit of $750,000 for cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”)). Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the year ended December 31, 2025. Directors who also serve as employees receive no additional compensation for their service as directors. During 2025, Mr. Prince, our Chief Executive Officer, and Ms. Zatlyn, our President, were each a member of our Board of Directors, as well as an employee, and thus received no additional compensation for his or her services as a director. See the section titled “Executive Compensation” for additional information regarding their compensation.
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Total ($) | | Maria Eitel(4) | 8,958 | — | 8,958 | | Mark Hawkins | 50,000 | 206,659 | 256,659 | | Carl Ledbetter | 52,000 | 206,659 | 258,659 | | Scott Sandell | 36,000 | 206,659 | 242,659 | | Katrin Suder | 43,000 | 206,659 | 249,659 | | Stacey Cunningham(5) | 27,472 | 399,937 | 427,409 | | John Graham-Cumming(6) | 232,038 | 399,937 | 631,975 | | Karim Lakhani(7) | 22,917 | 399,937 | 422,854 |
Non-Employee Director Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of the RSUs awarded under our 2019 Plan to our non-employee directors in accordance with the director compensation policy, calculated on the basis of the fair value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the Notes to our Consolidated Financial Statements included in our 2025 Annual Report. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors receiving such awards. |
Non-Employee Director Compensation Table
| (2) As of December 31, 2025, each of Messrs. Sandell and Hawkins, Drs. Ledbetter and Suder held 1,172 unvested RSUs in connection with the annual award of RSUs granted to him or her on the date of our 2025 Annual Meeting in accordance with our director compensation policy (the “2025 Annual Award”). 100% of the shares of Class A common stock underlying these RSUs vest on the earlier of (i) June 5, 2026 or (ii) the day prior to the date of the Annual Meeting, subject to the non-employee director’s continued service to us through the applicable vesting date. |
Non-Employee Director Compensation Table
| (3) As of December 31, 2025, each of Drs. Graham-Cumming and Lakhani, and Ms. Cunningham held 3,373 unvested RSUs granted to him or her as his or her initial award in 2025. One third of the shares of Class A common stock underlying these RSUs vest on each of the first three anniversaries of the applicable director’s board appointment date. |
Non-Employee Director Compensation Table
| (4) Ms. Eitel resigned from our Board of Directors effective as of March 27, 2025. Accordingly, her fees for 2025 were prorated for the portion of 2025 in which she served as a director and chair of the nominating and corporate governance committee. Ms. Eitel did not receive a 2025 Annual Award. |
Non-Employee Director Compensation Table
| (5) Ms. Cunningham joined our Board of Directors on March 27, 2025. Accordingly, her fees for 2025 were prorated for the portion of 2025 in which she served as a non-employee director and member of the compensation committee and the nominating and corporate governance committee. In accordance with our outside director compensation policy, Ms. Cunningham did not receive a 2025 Annual Award, but instead received an initial award of RSUs valued at $400,000 rounded down to the nearest whole share. |
Non-Employee Director Compensation Table
| (6) Dr. Graham-Cumming joined our Board of Directors on March 27, 2025. Accordingly, his fees for 2025 were prorated for the portion of 2025 in which he served as a non-employee director. He served as our Chief Technology Officer from 2016 until March 2025. Prior to his resignation as our Chief Technology Officer, Dr. Graham-Cumming’s employment agreement with us provided for an annual base salary of €460,000, and from January 2025 until March 2025, Dr. Graham Cumming received approximately €195,000 (approximately $205,000 based on a monthly average foreign exchange rate during the same time period) in compensation as an employee. In accordance with our outside director compensation policy, Dr. Graham-Cumming did not receive a 2025 Annual Award, but instead received an initial award of RSUs valued at $400,000 rounded down to the nearest whole share. |
Non-Employee Director Compensation Table
| (7) Dr. Lakhani joined our Board of Directors on March 27, 2025. Accordingly, his fees for 2025 were prorated for the portion of 2025 in which he served as a non-employee director and member or chair of the nominating and corporate governance committee. In accordance with our outside director compensation policy, Dr. Lakhani did not receive a 2025 Annual Award, but instead received an initial award of RSUs valued at $400,000 rounded down to the nearest whole share. |
Non-Employee Director Compensation Table
PROPOSAL ONE:
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Special Committee
The Special Committee The Special Committee was established in October 2025 as a committee of our Board of Directors to consider and evaluate the Potential Governance Alternatives. Among other things, our Board of Directors expressly delegated to the Special Committee the authority to negotiate (or oversee the negotiation of) and to reject the Potential Governance Alternatives. The Board of Directors also authorized the Special Committee to retain, at our expense, such legal, financial, and other advisors, consultants, and experts as the Special Committee determined to be necessary or appropriate to assist and advise the Special Committee in performing its responsibilities, and to enter into contracts with such advisors, consultants, and experts for their compensation, reimbursement of expenses, and indemnification. The Board of Directors also resolved that the Special Committee would have the power to authorize and direct the appropriate officers of the Company to provide such information and assistance as may be requested by the Special Committee in the exercise of its responsibilities. Our Board of Directors appointed Drs. Lakhani and Suder and Mr. Sandell as members of the Special Committee. Following the establishment of the Special Committee, the members of the Special Committee appointed Dr. Lakhani as Chair of the Special Committee. Our Board of Directors also made the Special Committee Independence Determinations.
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards Pursuant to the provisions contained in our Equity Plans and other equity awards granted outside of such equity-based plans, our compensation committee intends to exercise its administrative responsibilities to provide that, following the Capitalization Changes, all outstanding stock options and RSUs granted pursuant to our Equity Plans, other equity awards granted outside of such equity-based plans, and the share reserves and share-related limits under our equity-based plans will be equitably adjusted to reflect the Capitalization Changes as follows:
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
| • | Upon consummation of the Class C Split, (i) each stock option to purchase a share of Class A common stock or Class B common stock will be adjusted to become one or more stock options representing the right to purchase one share of Class A common stock or Class B common stock (as applicable) and one share of Class C common stock, with the original exercise price of the stock option to be proportionately adjusted between the share of Class A common stock or Class B common stock (as applicable) and the share of Class C common stock; and (ii) each RSU representing the right to receive a share of Class A common stock shall be adjusted so that it represents the right to receive one share of Class A common stock and one share of Class C common stock upon settlement. The performance metrics for awards subject to goals related to the stock price of Class A common stock also will be appropriately adjusted to reflect the Class C Split. |
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
| • | Upon consummation of the Class C Split, the shares of Class A common stock and Class B common stock currently reserved under our equity plans, including our ESPP, would be adjusted to represent an equivalent number of shares of Class A common stock or Class B common stock (as applicable) plus an equivalent number of shares of Class C common stock. As described in Proposal Five and Proposal Six, we are asking our stockholders to approve the amendment and restatement of our 2019 Plan and ESPP, respectively, to reflect our new capital structure and make certain other amendments, including to request the flexibility to use the shares reserved under the applicable Equity Plan interchangeably for awards covering any combination of shares of Class A common stock and Class C common stock as determined by the administrator in its discretion, rather than having distinct Class A common stock and Class C common stock share reserves in that Equity Plan. Similarly, the limits on the number of incentive stock options available for grant under the 2019 Plan, the per person limits under the ESPP and other applicable limits under those Equity Plans, would, under the terms of such Equity Plans, automatically adjust to be limits covering an equivalent number of shares of Class A common stock plus an equivalent number of shares of Class C common stock. As described in Proposal Five and Proposal Six, the proposed amendments and restatements to the 2019 Plan and ESPP, respectively, request stockholder approval for certain changes to these limits to reflect how we expect to utilize these Equity Plans after the Capitalization Changes. |
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
| • | Upon consummation of the Preferred Exchange, as a result of the Class B Conversion, each security convertible into or exercisable for Class B common stock (after giving effect to the Class C Split), including the options to purchase shares of Class B common stock held by Ms. Zatlyn, thereafter would become a security convertible into or exercisable for an equivalent number of shares of Class A common stock, and no shares of Class B common stock would remain outstanding or issuable upon the |
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
| exercise, settlement or conversion of equity awards or convertible securities. Similarly, the share reserve under our 2010 Plan would be adjusted so that the shares of Class B common stock currently available for issuance pursuant to the applicable outstanding stock options will represent an equivalent number of shares of Class A common stock. |
Effect on Equity-Based Incentive Plans and Outstanding Equity Awards
The outstanding stock options and RSUs, adjusted as described above, will in all other respects continue to be subject to the terms and conditions applicable to them prior the adjustment. As described in Proposals Five and Six, we are asking our stockholders to approve the amendment and restatement of our 2019 Plan and our ESPP to reflect our new capital structure and make certain other amendments.
Certain Interests of Directors and Executive Officers
Certain Interests of Directors and Executive Officers In considering the recommendation of our Board of Directors with respect to the approval of the material terms of the 2019 Plan, as amended and restated, stockholders should be aware that the members of our Board of Directors have certain interests, which may present them with conflicts of interest in connection with this proposal. As discussed above, directors are eligible to receive awards under the 2019 Plan. For more information about equity grants to our directors, see “Board of Directors and Corporate Governance-Non-Employee Director Compensation.” Our Board of Directors recognizes that approval of this proposal may benefit our directors and their successors. Our executive officers have an interest in the approval of the 2019 Plan because they are eligible to receive awards under the 2019 Plan. The amendment and restatement of our 2019 Plan requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal and broker non-votes will have no effect on the outcome of this proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF OUR 2019 PLAN. PROPOSAL SIX:
Introduction
XECUTIVE COMPENSATION Introduction The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. This Compensation Discussion and Analysis provides information regarding the 2025 compensation program for our principal executive officer, our principal financial officer, and each of our two other executive officers at fiscal year-end (our named executive officers). Our named executive officers for the fiscal year ended
Introduction
cember 31, 2025 were: | Named Executive Officer | Title | | Matthew Prince | Chief Executive Officer and Co-Chair of our Board of Directors (our CEO) | | Michelle Zatlyn(1) | President and Co-Chair of our Board of Directors (our President) | | Thomas Seifert | Chief Financial Officer (our CFO) | | Douglas Kramer(2) | Former Chief Legal Officer and Secre
Introduction
ry (our Former CLO) | | (1) Ms. Zatlyn was appointed Co-Chair of our Board of Director
Introduction
on February 5, 2025. | | (2) Mr. Kramer stepped down from his role as Chief Legal Officer effective March 31, 2026, and Ms. Starzak became our Chief Legal Officer and Secretary commencing April 1, 2026. Because Ms. Starzak was appointed to this position after the close of the fiscal year ended December 31, 2025, she was not an executive officer or a named executive officer during 2025 and her compensation is not reflected in the Executive Compensation section of this Proxy Statement. The compensation information presented herein for Mr. Kramer reflects compensation for h
Introduction
service during 2025. | This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why our Board of Directors and the compensation committee arrived at the specific compensation decisions for our named executive officers in 2025 and discusses the key factors that were considered i
Executive Summary
| • | No Annual Cash Bonus Program – We did not have a cash bonus program in 2025 for our named executive officers and historically have not maintained an annual cash bonus program for our named executive officers. |
Executive Summary
| • | Long-Term Incentive Compensation for Co-Founders – In 2025, we granted Mr. Prince and Ms. Zatlyn long-term incentive compensation opportunities in the form of RSU awards and performance-based RSU (“PSU”) awards under the 2019 Plan. The size of these awards reflected that, due to the compensation committee devoting time to determine the appropriate award design, the Co-Founders had not received annual equity awards in 2024 and, in the case of Ms. Zatlyn, also factored in Ms. Zatlyn’s assumption of the title and responsibilities of Co-Chair of our Board of Directors. |
Executive Summary
| • | Long-Term Incentive Compensation for Messrs. Seifert and Kramer – In 2025, we granted Messrs. Seifert and Kramer long-term incentive compensation opportunities in the form of RSU awards under the 2019 Plan that vest over approximately one year. |
Executive Summary
| What We Do | What We Don’t Do | | ☑ Maintain an Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices. | ☒ Limited Perquisites. Perquisites or other personal benefits are not a material part of our compensation program for our named executive officers, and generally are only provided when they serve a legitimate business purpose (such as the security or health of our Co-Founders). | | ☑ Retain an Independent Compensation Advisor. The compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management. | ☒ Limited Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in limited circumstances to achieve specific business objectives. | | ☑ Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | ☒ No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. | | ☑ Use a “Pay-for-Performance” Philosophy. The majority of our named executive officers’ compensation opportunities consists of long-term incentive compensation in the form of equity awards. As a result of this emphasis on equity awards, a substantial portion of each named executive officer’s target total direct compensation is dependent upon our overall, long-term success (as measured through our stock price), thereby aligning the interests of our named executive officers and our stockholders. | ☒ No Special Retirement or Welfare Benefits. We do not provide our named executive officers with any retirement or welfare benefit programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees. |
Executive Summary
| What We Do | What We Don’t Do | | ☑ Stock Ownership Guidelines. We maintain a stock ownership policy that requires minimum ownership of shares of our common stock by our CEO, President, all Senior Vice Presidents who report to our Co-Founders (which includes all executive officers who are subject to Section 16 of the Exchange Act), and the non-employee members of our Board of Directors. | ☒ No Hedging or Pledging of our Securities. We prohibit, absent a waiver from our CLO or our CFO, our named executive officers and the non-employee members of our Board of Directors from hedging or pledging our securities. | | ☑ Compensation Recovery (“Clawback”) Policy. We have adopted a compensation recovery (“clawback”) policy that complies with Exchange Act Rule 10D-1 and the applicable listing standards of the NYSE and permits us to recover annual and long-term incentives from our current and former executive officers. | ☒ No “Single Trigger” Change in Control Severance Payments or Benefits. We do not provide “single trigger” change in control severance payments or benefits to our named executive officers. |
Executive Compensation Philosophy and Objectives
| • | attract, motivate, incentivize, and retain employees at the executive level who contribute to our long-term success; |
Executive Compensation Philosophy and Objectives
| • | effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. |
Executive Compensation Philosophy and Objectives
Generally, we structure the annual compensation of our named executive officers using two principal elements: (1) base salary and (2) long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our named executive officers and stockholders and to link pay to performance. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.
Compensation-Setting Process
| • | reviewed, researched, and updated our compensation peer group; |
Compensation-Setting Process
| • | analyzed competitive market data based on our compensation peer group and broad-based compensation survey data for our executive officer positions, including our named executive officers’ positions, and conducted an evaluation of how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group compensate their executives; |
Compensation-Setting Process
| • | reviewed and analyzed the base salary levels and long-term incentive compensation opportunities of our named executive officers, including as compared to our compensation peer group’s practices and broad-based compensation survey data for our executive officer positions; |
Compensation-Setting Process
| • | reviewed and analyzed the annual cash retainers and long-term incentive compensation opportunities for our non-employee directors under our outside director compensation program; |
Compensation-Setting Process
| • | analyzed the adequacy of outstanding executive equity awards and consideration of the need for and appropriateness of future senior executive equity awards, including consideration of our compensation peer group’s practices, retention and motivation considerations, and corporate governance considerations; |
Compensation-Setting Process
| • | reviewed our equity utilization rates compared to the competitive market and our compensation peer group practices; |
Compensation-Setting Process
Compensia also coordinated with our management for data collection and job matching for our executive officers. In 2025, Compensia did not provide any other services to us. The compensation committee has evaluated its relationship with Compensia and determined that such firm is independent and further determined that no conflict of interest has arisen as a result of the work performed by Compensia. Competitive Positioning For purposes of assessing our executive compensation against the competitive market for executive talent, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of publicly-traded technology companies against which we compete for executive talent and that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers, however, in formulating its recommendations for our Board of Directors with respect to the compensation of our named executive officers. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In July 2024, the compensation committee, with the assistance of Compensia, reviewed and updated our compensation peer group for use in making decisions and recommendations related to the compensation of our named executive officers for the second half of 2024 and 2025. These updates reflected recent acquisitions and changes in our revenue and market capitalization, and recognized our evolving business focus. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the following criteria:
Compensation-Setting Process
The compensation committee made changes to our peer group in July 2024, including removing Five9 and Smartsheet because they no longer fit within the desired comparative criteria. No companies were added to the peer group. This peer group was used as a competitive market reference by the compensation committee for its 2025 executive compensation actions and decisions. In July 2025, the compensation committee, with the assistance of Compensia, reviewed and updated our compensation peer group for use in making decisions and recommendations related to the compensation of our named executive officers for the second half of 2025 and 2026. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the same criteria as assessed in July 2024 except that the assessment of companies with similar revenue and market capitalization to ours was updated to reflect our then-current trailing four quarters revenue of approximately $1.9 billion and our market capitalization of approximately $73.2 billion. As a result of this reassessment, the compensation committee made changes to our peer group in July 2025, including removing BILL Holdings and UiPath and adding Atlassian and Fortinet, with the resulting peer group consisting of the following companies:
Compensation-Setting Process
The compensation committee used data drawn from the companies in our compensation peer group, as well as Radford survey data drawn from a custom cut of our peer companies that were also participants in the Radford survey, to evaluate the competitive market for executive talent when determining the target total direct compensation packages for our named executive officers, including base salary and long-term incentive compensation opportunities.
Compensation Elements
Compensation Elements In 2025, the principal elements of our executive compensation program were base salary and long-term incentive compensation in the form of equity awards. Base Salary Base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Historically, we have established the initial base salaries of our named executive officers through arm’s-length negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. Thereafter, the compensation committee reviews the base salaries of our named executive officers as part of its annual compensation review, with input from our Co-Founders (except with respect to their own base salaries), and recommends adjustments to our Board of Directors as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. In January 2025, the compensation committee and our Board of Directors, including the Co-Founders (except with respect to their own base salaries), reviewed the base salaries of our named executive officers after considering the factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Based on this review, the annual base salaries of Messrs. Seifert and Kramer were maintained at their 2024 levels. In February 2025, after a holistic review of our Co-Founders’ compensation and a review of an analysis of relevant market data prepared and presented by Compensia, the compensation committee recommended and the independent members of our Board of Directors approved increases to the annual base salaries of each of the Co-Founders to $550,000.This increase, as outlined below, was the first increase in the Co-Founders’ base salaries since our initial public offering in 2019 and was intended to address increasing competitive market pressures and to recognize their standing as industry sector leaders.
Compensation Elements
The base salaries paid to our named executive officers during 2025 are set forth in the “2025 Summary Compensation Table” below. Cash Bonuses In 2025, as in past years, we did not maintain an annual cash bonus or other short-term incentive compensation plan for our named executive officers. Instead, our Board of Directors relied primarily on the long-term incentive compensation opportunities granted to our executive officers in the form of both previously granted and newly granted options to purchase shares of our common stock and/or RSU awards that may vest and be settled for shares of our common stock to incentivize them to increase the value of our common stock and create sustainable long-term value for our stockholders. Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our named executive officers to create sustainable long-term value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. We primarily rely on RSU awards as the vehicle for our long-term equity incentive compensation program. Because they deliver value even in the absence of stock price appreciation, RSUs allow us to effectively incentivize and retain our named executive officers while utilizing significantly fewer shares of our common stock than would be necessary with stock options. As the value of an RSU increases alongside our share price, these awards provide a strong incentive that aligns the long-term interests of our named executive officers with those of our stockholders. Unlike stock options, however, RSU awards carry real economic value upon vesting regardless of whether the market price of our Class A common stock declines or remains flat, thereby delivering a more predictable value to our named executive officers. In addition, RSU awards inherently serve our retention objectives, as our named executive officers must remain continuously employed by us through the applicable vesting dates to fully earn these awards. Long-term incentive compensation opportunities in the form of RSUs and other equity awards generally are granted to our named executive officers by our Board of Directors based on the recommendations of the compensation committee. While we have historically used both stock options and RSU awards to retain, motivate, and reward our named executive officers for long-term increases in the value of our common stock, we have significantly reduced our reliance on stock options in favor of RSUs. Reflecting this shift in our compensation strategy, we have only granted performance-based stock options to our named executive officers since our initial public offering. In the limited instances where stock options are granted, they provide an economic benefit only in the event that our stock price increases over the exercise price of the option (which is equal to the fair market value of our common stock as of the date of grant). We believe this ensures that any stock options granted effectively align the interests of our named executive officers with those of our stockholders by providing a significant incentive to manage our business from the perspective of an owner with an equity stake. In addition, because they are subject to a multi-year vesting requirement, stock options serve our retention objectives since our named executive officers must remain continuously employed by us through the applicable vesting dates to have an opportunity to exercise them. 2025 Equity Awards for our Co-Founders Our Co-Founders did not receive any equity awards in 2024 as the exploration of the appropriate total direct compensation structure for each of them was not yet complete. This exploration continued into early 2025. The compensation committee worked with Compensia to determine the appropriate structure and size of the potential equity awards, taking into account that the Co-Founders had last received an annual equity award in April 2023, as well as Ms. Zatlyn’s assumption of the title and responsibilities of Co-Chair of our Board of Directors. After significant consideration, including a review of a competitive market analysis of equity awards for other senior leaders in the industry, the compensation committee recommended to our Board of Directors that our Co-Founders be granted a combination of RSU and PSU awards and, in February 2025, our Board of Directors granted the recommended awards to our Co-Founders. The RSU awards granted to our Co-Founders covered 259,672 shares of our Class A common stock to each of our Co-Founders. Each RSU award vests over five years in quarterly installments, with the first vesting date on May 15, 2025, subject to the applicable Co-Founder’s continued service to us through the applicable vesting dates. Each RSU award is subject to the “double trigger” acceleration of vesting provisions applicable to the Co-Founders pursuant to the terms of their participation in our Severance Policy. In addition, the PSU awards granted to each Co-Founder cover 175,111 shares of our Class A common stock. Each PSU award is comprised of six separate tranches that become eligible to be earned and vest only if we achieve certain stock price goals (the “Stock Price Goals”) at any time within seven years of the February 5, 2025 grant date, with the performance period shortened to end upon a change in control of the Company. If none of the Stock Price Goals are achieved, no shares subject to the PSU awards will be earned or vest. To satisfy a Stock Price Goal, the volume weighted average closing market price of our Class A common stock over a rolling 90 calendar day period (following the grant date) must equal or exceed the Stock Price Goal, except that in the event of a change in control of the Company, achievement of a Stock Price Goal instead will be measured against the change in control price per share of Class A common stock. Upon satisfaction of a Stock Price Goal, the shares subject to the applicable tranche become earned and exercisable and 1/6 of the shares in that tranche vest on each of the next six quarterly vesting dates (our quarterly vesting dates are the fifteenth of February, May, August, and November) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche, subject to the applicable Co-Founder remaining in service to us through the applicable vesting date. In the event of a change in control of the Company, these time-based vesting requirements are waived. The Stock Price Goals and the percentage of total shares subject to the PSU awards included in each tranche are as follows:
Compensation Elements
| Tranche Number | Percentage of PSU Award Subject to Tranche (%) | Number of PSU Award Shares Subject to Tranche (#) | Stock Price Goal ($) | | 1(1) | 12.5 | 21,888 | 156.00 | | 2(2) | 12.5 | 21,889 | 203.00 | | 3 | 12.5 | 21,889 | 263.00 | | 4 | 12.5 | 21,889 | 343.00 | | 5 | 25.0 | 43,778 | 446.00 | | 6 | 25.0 | 43,778 | 579.00 |
Compensation Elements
2025 Equity Awards for Messrs. Seifert and Kramer In February 2025, the compensation committee recommended to our Board of Directors that RSU awards be granted to Messrs. Seifert and Kramer after considering the factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above, as well as the outstanding unearned and unvested equity holdings of each of Messrs. Seifert and Kramer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the median proportions of the companies in our compensation peer group, and the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group. The RSU awards granted to Messrs. Seifert and Kramer had target values of $8 million and $4 million, respectively, with the number of units to be determined based on the average closing market price of our Class A common stock for the trailing 30-trading day period ending on January 28, 2025. On February 5, 2025, our Board of Directors approved the grant of RSU awards to Messrs. Seifert and Kramer as follows:
Compensation Elements
| Named Executive Officer | RSU Award (target value) $(1) | RSU Award (number of units) (#) | | Thomas Seifert | 8,000,000 | 69,246 | | Douglas Kramer | 4,000,000 | 34,623 |
Compensation Elements
| 1) | This reflects the target value, rather than the grant date fair value, of the RSU awards. The number of shares was calculated based on a 30-day trailing average of $115.53. For information regarding the aggregate grant date fair value of the RSU awards, including how the aggregate grant date fair value was calculated, see footnote 1 to the “2025 Summary Compensation Table” below. |
Employment Agreements and Post-Employment Compensation
Employment Agreements and Post-Employment Compensation We have entered into written confirmatory employment agreements with our CEO, our President, and our other named executive officers. Each of these agreements provides for “at-will” employment and sets forth the title and position of the named executive officer, including base salary as then in effect, participation in our employee benefit programs, eligibility for future equity awards, and the opportunity to participate in our Severance Policy or other severance benefit program. In connection with Mr. Kramer stepping down as our Chief Legal Officer and Secretary and transitioning to the role of Senior Advisor, Mr. Kramer entered into a new employment offer letter effective as of April 1, 2026. For additional information regarding the terms of Mr. Kramer’s new offer letter, see Certain Relationships and Related Party Transactions – Employment Offer Letter with Douglas Kramer on page 122 of this Proxy Statement. The Severance Policy (which replaced our prior substantially identical severance policy) has been effective since September 13, 2024. The named executive officers participate in the Severance Policy at benefit levels that are substantially the same payments and benefits, and on substantially the same terms and conditions, as applied to them under the previous severance policy. For more information on the Severance Policy, see “Potential Payments upon Termination or Change in Control” below. The Severance Policy provides our named executive officers with certain protection in the event of their termination of employment by us other than for “cause,” death, or “disability” (as such terms are defined in their participation agreement to the applicable severance policy then in effect), including in the event of certain terminations of employment in connection with a change in control of the Company. These arrangements provide reasonable compensation to a named executive officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to sign a separation agreement and release of claims acceptable to us as a condition to receiving post-employment compensation payments or benefits. We also believe that the Severance Policy maintains the named executive officers’ continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. Under the Severance Policy, all payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent loss of employment by a named executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of a change in control transaction. Awards subject to performance-based vesting, including the performance-based stock options granted to Messrs. Seifert and Kramer in 2022 and the PSUs awards granted to the Co-Founders in 2025, are specifically excluded from coverage under the terms of the Severance Policy. Under the terms of these awards, a termination of employment will not result in the acceleration of vesting, except that the time-based vesting requirements are waived upon a change in control. These provisions foster retention before a change in control, incentivize performance before and in connection with a change in control, and encourage the recipients to maximize the value for our stockholders in a change in control transaction without losing focus or energy due to concern about their post-transaction employment. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. For detailed descriptions of the post-employment compensation arrangements with our named executive officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments upon Termination or Change in Control” below.
Other Compensation Policies
Other Compensation Policies Stock Ownership Guidelines We maintain stock ownership guidelines to help ensure that our Co-Founders, Senior Vice Presidents who report directly to our Co-Founders (which includes all executive officers who are subject to Section 16 of the Exchange Act) (our covered executives), and the non-employee members of our Board of Directors maintain an equity stake in us and, by doing so, appropriately link their interests with the interests of our stockholders. The guideline for our Co-Founders requires them to own and hold shares of our Class A common stock and/or Class B common stock with an aggregate value equal to at least five times his or her then-current annual base salary and our other covered executives (including our other named executive officers) to own and hold shares of our Class A common stock and/or Class B common stock with an aggregate value equal to at least one times his or her then-current annual base salary. The guideline for the non-employee members of our Board of Directors requires each director to own and hold shares of our Class A common stock and/or Class B common stock with an aggregate value equal to at least three times his or her annual cash retainer for service on our Board of Directors. Each incumbent covered executive at the time we adopted these guidelines is required to achieve this accumulated value requirement by the last trading day of 2026 and to maintain such requirement thereafter throughout his or her service as a covered executive subject to these guidelines, while the then-incumbent non-employee members of our Board of Directors are expected to achieve their accumulated value requirement by the last trading day of 2026. New covered executives who are subject to these guidelines and new non-employee directors are required to achieve their accumulated value requirement by the last trading day after the completion of five full calendar years from the date that the person assumes his or her position or joins our Board of Directors, as the case may be. As of December 31, 2025, all of our named executive officers and non-employee members of our Board of Directors were in compliance with the requirements of these guidelines. Insider Trading Policy and Hedging and Pledging Prohibitions We maintain an insider trading policy (the “Insider Trading Policy”) that governs the purchase, sale, and other dispositions of our securities by directors, officers, employees, and other personnel that we determine should be subject to our Insider Trading Policy (such as certain contractors and consultants) and that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing requirements. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2025 Annual Report. In addition, with regard to our company’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. Under our Insider Trading Policy, absent a waiver from our CLO or our CFO, our employees (including our named executive officers) and the non-employee members of our Board of Directors are prohibited from engaging in short sales, trading in derivative securities (other than stock options, RSU awards, and other compensatory awards issued to such individuals by us) or engaging in hedging transactions, pledging our securities as collateral for a loan, and holding our securities in a margin account. Compensation Recovery (“Clawback”) Policy We maintain a clawback policy designed to comply with, and will be interpreted in a manner consistent with, Exchange Act Rule 10D-1 and the applicable listing standards of the NYSE. This policy applies to all of our current and former executive officers. The clawback policy provides that, subject to the limited exemptions provided by the NYSE listing standards, if we are required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, we must reasonably promptly seek recovery of any cash-based or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on a financial reporting measure and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based incentive compensation received by any covered executive officer, after the effective date of the clawback policy and while he/she was an executive officer, during the three completed fiscal years immediately preceding the date on which our Board of Directors, authorized committee, or officer concludes (or reasonably should have concluded) we are required, or a court, regulator, other legally authorized body requires us, to prepare the restatement. For more information, see the full text of our clawback policy, which is filed as Exhibit 97.1 to our 2025 Annual Report filed with the SEC on February 26, 2026 . Equity Granting Practices During 2025, we did not grant stock options to any of our named executive officers, and we have never granted stock appreciation rights. Our Board of Directors or compensation committee, as applicable, does not grant equity awards on a predetermined schedule, but typically approves equity awards either at regularly scheduled meetings or to become effective during an open trading window. From time to time, our Board of Directors or compensation committee may grant stock options by unanimous written consent. We have not granted, nor do we intend to grant, stock options in anticipation of the release of material, nonpublic information. Further, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Awards to our non-employee directors are granted automatically pursuant to our outside director compensation policy described further in “ Non-Employee Director Compensation ” above.
Tax and Accounting Considerations
Tax and Accounting Considerations The compensation committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and certain other current or former executive officers who are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per year, per individual, subject to certain exceptions. The compensation committee has not adopted a policy that all equity or other compensation paid to our covered employees must be deductible. In approving the amount and form of compensation for our named executive officers in the future, the compensation committee generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The compensation committee may, in its judgment, authorize compensation payments that will or may not be deductible when it believes that such payments are appropriate to attract, retain, or motivate executive talent. Accounting for Stock-Based Compensation The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers during the years ended December 31, 2025, 2024, and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Matthew Prince | 2025 | 537,500(2) | 58,251,101 | — | 1,762,451(3)(4) | 60,551,052 | | Chief Executive Officer | 2024 | 400,000 | — | — | 1,681,094 | 2,081,094 | | | 2023 | 400,000 | 19,331,393 | — | 783,957 | 20,515,350 | | Michelle Zatlyn | 2025 | 537,500(2) | 58,251,101 | | 1,256,559(3)(4) | 60,045,160 | | President | 2024 | 400,000 | — | — | 960,459 | 1,360,459 | | | 2023 | 400,000 | 19,331,393 | — | 327,456 | 20,058,849 | | Thomas Seifert | 2025 | 750,000 | 9,991,505 | | — | 10,741,505 | | Chief Financial Officer | 2024 | 741,667 | 10,124,120 | — | — | 10,865,787 | | | 2023 | 650,000 | 12,887,596 | 3,579,519(5) | — | 17,117,115 | | Douglas Kramer | 2025 | 650,000 | 4,995,753 | | | 5,645,753 | | Former Chief Legal Officer and Secretary | 2024 | 641,667 | 5,062,060 | — | — | 5,703,727 | | | 2023 | 550,000 | 6,443,798 | 2,128,363(5) | — | 9,122,161 |
2025 Summary Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of the RSUs awarded under the 2019 Plan to certain of our named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions for these awards. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the Notes to our Consolidated Financial Statements included in our 2025 Annual Report. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers. The grant date fair value of PSU awards was determined using the Monte Carlo simulation pricing model. This requires the input of assumptions, including the expected stock price volatility, the risk-free interest rate, the expected dividend yield, and the expected term of an award, as applicable. Information regarding the assumptions used to estimate the grant date fair value of PSU awards is set forth in Note 10 to our consolidated financial statements included in our 2025 Annual Report. |
2025 Summary Compensation Table
| (2) The annual base salaries of each of our Chief Executive Officer and President were adjusted to $550,000 in February of 2025, and paid at that rate from February through December of 2025, resulting in total payments of $537,500 to these two named executive officers during 2025. |
2025 Summary Compensation Table
| (3) The amounts reported for 2025 include the aggregate incremental costs to us of $1,348,751 for the personal use of our leased corporate aircraft by Mr. Prince and his family members and other guests and $1,250,135 for the personal use of our leased corporate aircraft by Ms. Zatlyn and her family members and other guests. For security reasons, pursuant to our Air Travel Security Policy, the Board of Directors generally requires Mr. Prince and Ms. Zatlyn to use private aircraft for all of their business and personal travel. We determine the incremental cost of this travel based on the invoiced amount from our leased aircraft providers for the variable costs incurred on each trip, consisting of the applicable hourly rate plus ancillary charges. Since the aircraft we lease are used primarily for business travel, the aggregate incremental cost does not include certain fixed costs that do not change based on usage, such as any applicable monthly lease expenses. From time to time, certain family members or other guests will accompany Mr. Prince or Ms. Zatlyn on personal trips when using our leased aircraft. |
2025 Summary Compensation Table
| (4) The amounts reported for 2025 also include the cost to us of $413,700 related to other personal security for Mr. Prince and his family and of $6,424 related to other personal security for Ms. Zatlyn and her family. As noted in the Compensation Discussion and Analysis, in connection with an independent security assessment (which was updated and re-approved in 2025), we provide both Mr. Prince and Ms. Zatlyn with certain personal security services. |
2025 Summary Compensation Table
| (5) The amounts reported in 2023 reflect the incremental grant date fair value of the performance-based stock options, calculated in accordance with FASB ASC Topic 718, associated with the amendments to such options that became effective May 1, 2023. The assumptions used in calculating the incremental grant date fair value reported are set forth in the Notes to our Consolidated Financial Statements included in our 2025 Annual Report. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers. For more information regarding the amendments to the performance-based stock options, see the section titled “Compensation Discussion and Analysis – Compensation Elements – Long-Term Incentive Compensation – Amendment of Outstanding Performance Stock Options” in our 2024 proxy statement filed with the SEC on April 19, 2024. |
Grants of Plan Based Awards in 2025
Grants of Plan Based Awards in 2025 The following table summarizes all plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2025.
Grants of Plan Based Awards in 2025
| Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold | Target | Maximum | | | | | | Matthew Prince | 2/5/2025 | — | 175,111 | 175,111 | | — | (2) | 20,783,028 | | | 2/5/2025 | — | — | — | 259,672 | — | 144.29 | 37,468,073(3) | | Michelle Zatlyn | 2/5/2025 | — | 175,111 | 175,111 | — | — | (2) | 20,783,028 | | | 2/5/2025 | — | — | — | 259,672 | — | 144.29 | 37,468,073(3) | | Thomas Seifert | 2/5/2025 | — | — | — | 69,246 | — | 144.29 | 9,991,505(3) | | Douglas Kramer | 2/5/2025 | — | — | — | 34,623 | — | 144.29 | 4,995,753(3) |
Grants of Plan Based Awards in 2025
| (1) Shares reported represent awards of RSUs granted under the 2019 Plan. Each award of RSUs is subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal 2025 Year End,” except as otherwise indicated in the footnotes to this table. |
Grants of Plan Based Awards in 2025
| (2) Represents PSU awards granted to the Co-Founders, which are subject to both market and time-based vesting conditions, calculated in accordance with FASB ASC Topic 718. The market condition (the “Stock Price Goal”) is satisfied if the volume-weighted average closing price of our Class A common stock over any rolling 90-calendar-day period following the grant date equals or exceeds the applicable price target. Upon certification of achievement of the Stock Price Goal, the applicable tranche becomes subject to time-based vesting. Earned shares vest in six equal quarterly installments (1/6th of the tranche) on the 15th of February, May, August, and November occurring on or after the certification date, subject to the Co-Founder’s continued service through each applicable vesting date. In the event of a change in control of the Company, these time-based vesting requirements are waived. See “Compensation Discussion and Analysis – Compensation Elements – Long-Term Incentive Compensation – 2025 Equity Awards for our Co-Founders” for more detailed on the performance-based awards vesting requirements. |
Grants of Plan Based Awards in 2025
| (3) The amounts reported represent the aggregate grant date fair value of the RSUs awarded under the 2019 Plan to certain of our named executive officers, calculated in accordance with FASB ASC Topic 718. Such |
Grants of Plan Based Awards in 2025
| grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions for these awards. The assumptions used in calculating the grant date fair value of the RSUs reported are set forth in the Notes to our Consolidated Financial Statements included in our 2025 Annual Report. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers. |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Option Awards | | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options | | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | | | | Exercisable (#) | Unexercisable (#) | Unearned (#) | | | | | | Matthew Prince | 4/19/2023 | — | — | — | — | — | 96,089(2) | 18,943,946 | | | 2/5/2025 | — | — | — | — | — | 164,167(3) | 32,365,524 | | | 2/5/2025 | — | — | — | — | — | 220,722(4) | 43,515,342 | | Michelle Zatlyn | 8/8/2017 | 1,748,710(5) | — | — | 2.04 | 8/7/2027 | — | — | | | 4/19/2023 | — | — | — | — | — | 96,089(2) | 18,943,946 | | | 2/5/2025 | — | — | — | — | — | 164,167(3) | 32,365,524 | | | 2/5/2025 | — | — | — | — | — | 220,722(4) | 43,515,342 | | Thomas Seifert | 7/26/2017 | 90,341(5) | — | — | 2.04 | 7/25/2027 | — | — | | | 2/2/2022 | — | — | — | — | — | 2,268(6) | 447,136 | | | 2/14/2022 | 120,250 | — | 434,750(7) | 44.72 | 2/13/2032 | — | — | | | 4/19/2023 | — | — | — | — | — | 34,165(8) | 6,735,630 | | | 1/24/2024 | — | — | — | — | — | 15,372(9) | 3,030,590 | | | 2/5/2025 | — | — | — | — | — | 17,312(10) | 3,413,061 | | Douglas Kramer | 7/26/2017 | 30,519(5) | — | — | 2.04 | 7/25/2027 | — | — | | | 2/2/2022 | — | — | — | — | — | 1,418(6) | 279,559 | | | 2/14/2022 | 71,500 | — | 258,500(7) | 44.72 | 2/13/2032 | — | — | | | 4/19/2023 | — | — | — | — | — | 17,083(8) | 3,367,913 | | | 1/24/2024 | — | — | — | — | — | 7,686(9) | 1,515,295 | | | 2/5/2025 | — | — | — | — | — | 8,656(10) | 1,706,530 |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (1) The market value was calculated using the closing market price of a share of our Class A common stock as of December 31, 2025, which was $197.15. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) The shares of Class A common stock underlying these RSUs vest in 16 quarterly installments following February 15, 2023, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) Represents PSU awards granted to the Co-Founders that are subject to both market and time-based vesting conditions. These performance-based awards of our Class A common stock vest and become exercisable only if we achieve certain stock price milestones, and are also subject to additional service-based vesting requirements under which 1/6th of the shares of Class A common stock subject to the applicable tranche vests and becomes exercisable on each of the following quarterly vesting dates (February 15th, May 15th, August 15th, and November 15th) occurring on or after the date of certification of achievement of the applicable stock price milestone for such tranche, subject to continued service to us through each such date. The time-based vesting requirements are waived upon a change in control of the Company. In the event of a change in control of the Company, these time-based vesting requirements are waived. For additional details regarding the terms of these awards, see “Long-Term Incentive Compensation—2025 Equity Awards for our Co-Founders” above. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (4) The shares of Class A common stock underlying these RSUs vest in 20 quarterly installments following February 15, 2025, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (5) The options were granted pursuant to our 2010 Plan and are immediately exercisable, except as otherwise noted below. As of December 31, 2025, the shares of Class B common stock underlying this stock option are fully vested. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (6) The shares of Class A common stock underlying these RSUs vested as to 1/2 of the total shares on February 15, 2024 and the remaining shares vest in 8 quarterly installments thereafter, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (7) The options were granted pursuant to our 2019 Plan and are 10-year performance-based options to purchase shares of our Class A common stock that vest and become exercisable only if we achieve certain stock price milestones, and are also subject to additional service-based vesting requirements under which 1/6th of the shares of Class A common stock subject to the applicable tranche vests and becomes exercisable on each of the following quarterly vesting dates (February 15th, May 15th, August 15th, and November 15th) occurring on or after the date of certification of achievement of the applicable stock price milestone for such tranche, subject to continued service to us through each such date. The time-based vesting requirements are waived upon a change in control of the Company. As of the date of this Proxy Statement, we have met the stock price milestones for the first five tranches, and therefore, the performance condition was satisfied for the first five tranches for each of Messrs. Seifert and Kramer’s performance-based stock options (“Performance Options”). These Performance Options were amended on May 1, 2023, as described in more detail in the section titled “Compensation Elements – Long-Term Incentive Compensation — Amendment of Outstanding Performance Stock Options” in our 2024 proxy statement filed with the SEC on April 19, 2024. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (8) The shares of Class A common stock underlying these RSUs vest in 12 quarterly installments following May 15, 2023, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (9) The shares of Class A common stock underlying these RSUs vest in 8 quarterly installments following February 15, 2024, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (10) The shares of Class A common stock underlying these RSUs vest in four quarterly installments following February 15, 2025, subject to continued service to us through each such date. This award is subject to vesting acceleration under certain circumstances pursuant to the terms of the named executive officer’s participation in the Severance Policy, as described in the section titled “Potential Payments upon Termination or Change in Control” below. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table presents, for each of the named executive officers, the number of shares of our common stock acquired upon the exercise of stock options and the vesting and settlement of RSUs during 2025 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.
Option Exercises and Stock Vested in 2025
| | 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) | | Matthew Prince | — | — | 126,764 | 23,586,161 | | Michelle Zatlyn | 846,142 | 146,556,439 | 126,764 | 23,586,161 | | Thomas Seifert | 225,000 | 33,655,737 | 193,952 | 35,641,792 | | Douglas Kramer | 29,981 | 5,867,594 | 98,502 | 18,095,431 |
Option Exercises and Stock Vested in 2025
| (1) The aggregate value realized is calculated by multiplying (i) the number of shares of common stock acquired upon exercise by (ii) the difference between the closing price of our Class A common stock on the date of exercise, as reported by the NYSE, and the applicable exercise price of the option, and does not represent actual amounts received by our named executive officers as a result of the option exercises. |
Option Exercises and Stock Vested in 2025
| (2) The aggregate value realized is calculated by multiplying (i) the number of shares of common stock acquired upon vesting of RSUs by (ii) the closing price of our Class A common stock on the vest date (or, in the event the vest date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day), as reported by the NYSE. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In July 2024, our Board of Directors adopted and approved change in control and severance benefits for our current named executive officers and certain other key employees (collectively, participants) pursuant to the Severance Policy. The Severance Policy became effective in September 2024, the day after the 2019 Severance Policy expired by its terms. The named executive officers participate in the Severance Policy at benefit levels that are substantially the same payments and benefits, and on substantially the same terms and conditions, as applied to them under the 2019 Severance Policy. The Severance Policy provides that if we terminate a named executive officer’s employment outside of the period beginning three months prior to and ending 12 months after a “change in control” (as defined in the Severance Policy) (such period, the change in control period) other than for “cause” (as generally defined within the named executive officer’s participation agreement), and other than due to death or disability, the named executive officer will receive:
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to six months of base salary; and |
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to 12 months of COBRA continuation coverage premiums. |
Potential Payments upon Termination or Change in Control
The following table describes the potential payments that would have been provided to each of our named executive officers pursuant to the Severance Policy in the event that they were involuntarily terminated as described above outside of a change in control period, assuming such termination occurred on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Named Executive Officer | Cash Compensation ($) | Health Benefits ($) | Total ($) | | Matthew Prince | 275,000 | 29,997 | 304,997 | | Michelle Zatlyn | 275,000 | 28,890 | 303,890 | | Thomas Seifert | 375,000 | 20,890 | 395,890 | | Douglas Kramer | 325,000 | 33,047 | 358,047 |
Potential Payments upon Termination or Change in Control
The Severance Policy also provides that if a named executive officer’s employment is terminated during the change in control period either by us other than for cause, and other than due to death or disability, or by the named executive officer due to a “constructive termination” (as generally defined within the executive officer’s participation agreement), the named executive officer will receive:
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to 12 months of base salary; |
Potential Payments upon Termination or Change in Control
| • | a lump sum equal to a prorated target annual bonus for the year of termination; |
Potential Payments upon Termination or Change in Control
| • | 100% acceleration of unvested time-based equity awards granted on or after the effective date of the Severance Policy (the terms of the Performance Options specify that such grants will not be considered time-based equity awards for purposes of the Severance Policy and therefore will not be subject to the acceleration of vesting provisions of the Severance Policy); and |
Potential Payments upon Termination or Change in Control
| • | a lump sum payment equal to 12 months of COBRA continuation coverage premiums. |
Potential Payments upon Termination or Change in Control
In addition, our equity incentive plans contain certain provisions related to a change in control that could impact awards held by our named executive officers. Our 2019 Plan provides that in the event of a merger or “change in control,” as defined under the 2019 Plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation does not continue an outstanding award (or some portion of such award), then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. However, the Performance Options granted to Messrs. Seifert and Kramer and the PSU awards granted in 2025 to Mr. Prince and Ms. Zatlyn will not accelerate if not assumed or substituted for by a successor corporation. Instead, the time-based vesting requirement is waived in the event of a change in control (with the performance-based requirements measured pursuant to the award terms), and any shares subject to the Performance Options and any portion of the PSUs that have not vested as of immediately prior to a change in control will be forfeited as of immediately prior to the change in control and will not be eligible for any vesting as a result of the change in control. Our 2010 Plan provides that, in the event of certain specified significant corporate transactions, each outstanding award will be treated as the administrator determines, unless otherwise provided in an award agreement or other written agreement between us and the award holder. Unless otherwise provided in an award agreement, if a 2010 Plan award is not assumed, continued or substituted for, the award will not vest and will terminate prior to the effective time of the transaction, but for awards held by individuals who have not terminated service with us prior to the corporate transaction, any reacquisition or repurchase rights held by us will lapse, contingent on the effectiveness of such transaction. The following table describes the potential payments that would have been provided to each of our named executive officers in the event that, during a change in control period or, with respect to the equity acceleration, in connection with or following a change in control, they were involuntarily terminated as described above, assuming such termination occurred on December 31, 2025.
Potential Payments upon Termination or Change in Control
| Named Executive Officer | Cash Compensation ($) | Health Benefits ($) | Equity Acceleration ($)(1) | Total ($) | | Matthew Prince | 550,000 | 29,997 | 62,459,289 | 63,039,286 | | Michelle Zatlyn | 550,000 | 28,890 | 62,459,289 | 63,038,179 | | Thomas Seifert | 750,000 | 20,890 | 13,626,417 | 14,397,307 | | Douglas Kramer | 650,000 | 33,047 | 6,869,297 | 7,552,344 |
Potential Payments upon Termination or Change in Control
| (1) For each named executive officer, the estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs by the closing price of our Class A common stock on December 31, 2025, which was $197.15 per share. |
Potential Payments upon Termination or Change in Control
The Severance Policy provides that if we discover after a participant’s receipt of payments or benefits under the Severance Policy that grounds for the termination of the participant’s employment for cause existed, then the participant will not receive any further payments or benefits under the Severance Policy and, to the extent permitted under applicable laws, will be required to repay to us any payments or benefits he or she received under the Severance Policy (and any financial gain derived from such payments or benefits). In addition, a participant’s payments and benefits under the Severance Policy are subject to our clawback policy as in effect at the time the participant is provided a participation agreement (or amendment or restatement of a participation agreement) under the Severance Policy and any other clawback policy we are required to adopt to comply with applicable laws. In addition, the Severance Policy provides that if any payments or benefits received by a participant under the Severance Policy or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Code and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount results in a greater amount received by the participant on an after-tax basis. The Severance Policy does not require us to provide any tax gross-ups. To receive the severance described above under the Severance Policy, the participant must sign and not revoke our then-standard separation agreement and release of claims within the timeframe that is set forth in the Severance Policy.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by SEC rules, we are providing the following information about the ratio of the total annual compensation of our “median employee” to the total annual compensation of our CEO (the “CEO Pay Ratio”). For fiscal 2025, the total compensation of our CEO was $60,551,052 and the total compensation of our median employee was $156,306. Accordingly, the CEO Pay Ratio for fiscal 2025 is approximately 387:1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify our median employee for 2025, we examined the 2025 compensation of all our employees globally, including those employed on a full-time, part-time, seasonal or temporary basis by us as of December 31, 2025, excluding our CEO. For employees paid other than in U.S. dollars, we converted their compensation into U.S. dollars using foreign currency exchange rates in effect as of December 31, 2025. We did not make any cost-of-living adjustments for employees outside the United States. We annualized compensation for employees who were not employed by us for the entire 2025 fiscal year. We used a consistently applied compensation measure consisting of annual base salary and sales commissions paid, if applicable, to identify our median employee for 2025, with such information based on our payroll records. We believe our methodology represents a consistently applied compensation measure because it reasonably reflects compensation to our employees, striking a balance in terms of administrative burden while consistently treating all the primary compensation components for our worldwide workforce and capturing a full year of each of such primary compensation components. We calculated our median employee’s fiscal 2025 annual total compensation using the same methodology that we use for our named executive officers as set forth in the “2025 Summary Compensation Table” above. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the “2025 Summary Compensation Table” above. In selecting the median employee in accordance with Item 402 of Regulation S-K under the Securities Act, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As a result, the disclosure regarding the compensation of our median employee and the CEO Pay Ratio may not be directly comparable to similar disclosure by other reporting companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by SEC rules, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) and certain measures of our financial performance. For further information concerning our pay-for-performance philosophy and how our compensation committee aligns executive compensation with our performance, refer to the section titled “ Compensation Discussion and Analysis .” The tabular and narrative disclosures provided below are intended to be calculated in a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.
Pay Versus Performance Table
Pay Versus Performance Table The following table provides information regarding the CAP to our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“non-PEO NEOs”), and select financial performance measures, in each case, during the years ended December 31, 2025, 2024, 2023 , 2022 and 2021.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in thousands)(7) | Revenue ($ in thousands)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2025 | 60,551,052 | 97,692,067 | 25,477,473 | 68,271,071 | 259.44 | 258.38 | (102,267) | 2,167,937 | | 2024 | 2,081,094 | 6,580,724 | 5,976,658 | 15,378,722 | 141.70 | 208.30 | (78,800) | 1,669,626 | | 2023 | 20,515,350 | 36,814,134 | 15,432,708 | 34,721,558 | 109.57 | 152.48 | (183,949) | 1,296,745 | | 2022 | 599,731 | (123,800,316) | 20,203,347 | (56,851,765) | 59.49 | 96.60 | (193,381) | 975,241 | | 2021 | 400,000 | 133,649,996 | 2,803,735 | 71,405,207 | 173.05 | 134.53 | (260,309) | 656,426 |
Pay Versus Performance Table
| (1) The amounts reported reflect the total compensation for Mr. Prince (who has been our PEO since co-founding our company in 2009) for each corresponding year in the “Total” column of the applicable Summary Compensation Table. For more information with respect to 2023, 2024, and 2025, see the section titled “ 2025 Summary Compensation Table .” |
Pay Versus Performance Table
| (2) The amounts reported represent the amount of CAP to Mr. Prince for the corresponding fiscal year, as computed in accordance with SEC rules as further described below. These amounts do not reflect the actual amount of compensation earned by or paid to Mr. Prince during the applicable year. In accordance with Item 402(v) of Regulation S-K under the Securities Act, the following adjustments were made to Mr. Prince’s total compensation for each year to determine the CAP: |
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($)(a) | Add: Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2025 | 60,551,052 | 58,251,101 | 95,392,116 | 97,692,067 | | 2024 | 2,081,094 | — | 4,499,630 | 6,580,724 | | 2023 | 20,515,350 | 19,331,393 | 35,630,177 | 36,814,134 | | 2022 | 599,731 | — | (124,400,047) | (123,800,316) | | 2021 | 400,000 | — | 133,249,996 | 133,649,996 |
Pay Versus Performance Table
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. For more information about Mr. Prince’s equity awards for 2025, see the section titled “ 2025 Summary Compensation Table .” We have never provided pension benefits to our named executive officers; therefore, no adjustments to the 2025 Summary Compensation Table total for changes in pension values are necessary. |
Pay Versus Performance Table
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted in the Year and that are Outstanding and Unvested ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 71,342,401 | 8,597,083 | 9,596,095 | 5,856,537 | — | — | 95,392,116 | | 2024 | — | 4,223,658 | — | 275,971 | — | — | 4,499,630 | | 2023 | 20,800,846 | — | 3,538,488 | 11,290,843 | — | — | 35,630,177 | | 2022 | — | (64,717,501) | — | (59,682,546) | — | — | (124,400,047) | | 2021 | — | 97,142,504 | — | 36,107,493 | — | — | 133,249,996 |
Pay Versus Performance Table
For purposes of calculating the CAP to our PEO, compensation related to equity awards was remeasured. For RSUs, the fair values and the change in fair values were determined by the closing price of our common stock at each applicable fiscal year-end date or, in the case of vested awards, the stock price on the vesting date. For stock options, a Black-Scholes-Merton option valuation model (“BSM model”) was used as of the applicable year-end date or, in the case of vested options, the vesting date. Similarly, for unvested performance stock options, a Monte Carlo simulation model in conjunction with the BSM model was used. For unearned PSUs, a Monte Carlo simulation model was used. The BSM model and Monte Carlo Simulation model require assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility, expected risk-free interest rate, and the expected dividend yield. The assumptions used varied by measurement date and the range of these assumptions used for each fiscal year end are as follows:
Pay Versus Performance Table
| | Year Ended December 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Expected remaining term (in years) | 2.0- 2.5 | 2.0 -2.5 | 1.0 -1.5 | 1.5 | 1.5 -2.5 | | Expected volatility | 49.30 % - 54.34 % | 55.89% - 82.16% | 63.88% - 93.37% | 62.67% - 88.34% | 57.40% - 66.52% | | Expected risk-free interest rate | 3.44% - 4.21% | 4.01% - 4.65% | 3.82% - 5.34% | 0.69% - 4.52% | 0.11% - 0.85% | | Expected dividend yield | — | — | — | — | — |
Pay Versus Performance Table
| (3) The amounts reported represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO |
Pay Versus Performance Table
| NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Michelle Zatlyn, Thomas Seifert, and Douglas Kramer. |
Pay Versus Performance Table
| (4) The amounts reported represent the average amount of CAP to the non-PEO NEOs specified in footnote (3), as computed in accordance with SEC rules. These amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K under the Securities Act, the following adjustments were made to average total compensation for the non-PEO NEOs for each year to determine the CAP, using the same methodology described above in footnote (2), including with respect to the remeasurement of compensation related to equity awards: |
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Average Reported Value of Equity Awards ($) | Add: Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 25,477,473 | 24,412,786 | 67,206,385 | 68,271,071 | | 2024 | 5,976,658 | 5,062,060 | 14,464,124 | 15,378,722 | | 2023 | 15,432,708 | 14,790,223 | 34,079,072 | 34,721,558 | | 2022 | 20,203,347 | 19,320,714 | (57,734,399) | (56,851,765) | | 2021 | 2,803,735 | 2,270,402 | 70,871,874 | 71,405,207 |
Pay Versus Performance Table
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Average Year- End Fair Value of Equity Awards Granted in the Year and that are Outstanding and Unvested ($) | Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Equity Award Adjustments ($) | | 2025 | 25,487,331 | 23,073,047 | 8,083,194 | 10,562,814 | — | — | 67,206,385 | | 2024 | 4,137,999 | 8,148,833 | 1,892,003 | 285,290 | — | — | 14,464,124 | | 2023 | 14,045,019 | 11,603,751 | 2,314,766 | 6,115,537 | — | — | 34,079,072 | | 2022 | 6,724,110 | (34,558,762) | — | (29,899,746) | — | — | (57,734,399) | | 2021 | 3,572,548 | 48,739,135 | — | 18,560,191 | — | — | 70,871,874 |
Pay Versus Performance Table
| (5) Total shareholder return (“TSR”) is the value of $100 at the end of the measurement period assuming an amount invested in our Class A common stock as of the beginning of the measurement period and reinvesting all dividends. We have not paid dividends historically. |
Pay Versus Performance Table
| (6) Peer group TSR is the value of $100 at the end of the measurement period assuming an amount invested in the peer group index as of the beginning of the measurement period using a total return methodology, in order to take into account cumulative amount of dividends for the measurement period as required by Item 201(e) of Regulation S-K. The peer group used for this purpose is the following published industry index: Standard & Poor 500 Information Technology Index (the “Index”), as used in our stock performance graph included in our 2025 Annual Report. |
Pay Versus Performance Table
| (7) The amounts reported represent our net income (loss), as reflected in our audited financial statements for the applicable year as included in our 2025 Annual Report. |
Pay Versus Performance Table
| (8) The amounts reported represent our revenue, as reflected in our audited financial statements for the applicable year as included in our 2025 Annual Report. While we use several financial performance measures for purposes of our compensation programs, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link CAP to the named executive officers, for the most recently completed fiscal year, to our performance. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As required by SEC rules, we are providing the following graphical descriptions of the relationships between information presented in the Pay Versus Performance Table. Compensation Actually Paid and Total Shareholder Return The following graph shows the relationships between the amount of CAP to Mr. Prince, the average amount of CAP to the non-PEO NEOs, our cumulative TSR, and the cumulative TSR of our peer group over the five years presented in the Pay Versus Performance Table. Compensation Actually Paid and Net Income (Loss) non-PEO NEOs, and our net income (loss) over the five years presented in the Pay Versus Performance Table. Compensation Actually Paid and Revenue non-PEO NEOs, and our revenue over the five years presented in the Pay Versus Performance Table.