DEF 14A of Fortinet, Inc., Apr 29, 2026

DEF 14A of Fortinet, Inc.

Filed Apr 29, 2026 · FY20250002077096-26-000106

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General The Board of Directors currently consists of eight members, and if Mr. Kan is elected, will consist of nine members. Our Restated Certificate of Incorporation (our “Restated Certificate”) provides that the entire Board of Directors will stand for election annually for one-year terms. Each director holds office until that director’s successor is duly elected and qualified. Our Bylaws permit the Board of Directors to establish by resolution the authorized number of directors, and eight directors are currently authorized and if Mr. Kan is elected, the Board of Directors has approved increasing the authorized number of directors to nine.

  3. Nominees

    Nominees Nine candidates will stand for election as directors at the 2026 Annual Meeting, each for a one-year term expiring at the 2027 Annual Meeting. The nine director candidates are: Ken Xie, Michael Xie, Kenneth A. Goldman, Ming Hsieh, Jean Hu, Janet Napolitano, Judith Sim, Admiral James Stavridis (Ret), and Derek Kan. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led the Board of Directors and the Governance and Social Responsibility Committee to the conclusion that such nominee should serve as a director has been added following each of the director and nominee biographies. Each nominee has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. In the event any nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who may be proposed by the Governance and Social Responsibility Committee and designated by the present Board of Directors to fill the vacancy. If you sign your proxy card or voting instruction card or vote by telephone or over the internet but do not give instructions with respect to the voting of directors, your shares will be voted for the nine nominees recommended by the Board of Directors. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card or when you vote by telephone or over the internet. If you do not give voting instructions to your broker, your broker will leave your shares unvoted on this matter. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF Ken Xie, Michael Xie, Kenneth a. goldman, Jean Hu, Ming HSIEH, JANET NAPOLITANO, Judith Sim, ADMIRAL JAMES STAVRIDIS (Ret), and Derek kan.

  4. Information Regarding the Board of Directors and Director Nominees

    Information Regarding the Board of Directors and Director Nominees The names of the current members of the Board of Directors and our director nominees, their respective ages, their positions with Fortinet (as applicable) and other biographical information as of March 31, 2026, are set forth below. Mr. Kan is not currently a member of the Board of Directors, but has been nominated to serve as a director subject to the election of our stockholders. Messrs. Ken Xie and Michael Xie are brothers. There are no other family relationships among any of our directors or executive officers.

  5. Information Regarding the Board of Directors and Director Nominees

    | Name | Age | Position | | Ken Xie | 63 | Chief Executive Officer, Chairman of the Board of Directors and Director Nominee | | Michael Xie(4) | 57 | President, Chief Technology Officer, Director and Director Nominee | | Kenneth A. Goldman(1)(2)** | 76 | Director and Director Nominee | | Ming Hsieh(2)(3)*** | 70 | Director and Director Nominee | | Jean Hu(2)(4) | 62 | Director and Director Nominee | | Janet Napolitano(1)(4) | 68 | Director and Director Nominee | | Judith Sim(1)(3)* | 57 | Lead Independent Director and Director Nominee | | Admiral James Stavridis (Ret)(3)(4)**** | 71 | Director and Director Nominee | | Derek Kan | 47 | Director Nominee |

  6. Information Regarding the Board of Directors and Director Nominees

    ________________________ (1) Member of the Human Resources Committee. (2) Member of the Audit Committee. (3) Member of the Governance and Social Responsibility Committee. (4) Member of the Cybersecurity Committee. * Chairperson of the Human Resources Committee. ** Chairperson of the Audit Committee. *** Chairperson of the Governance and Social Responsibility Committee. **** Chairperson of the Cybersecurity Committee. Ken Xie has served as our Chief Executive Officer and a member of the Board of Directors since he co-founded Fortinet in October 2000. He previously served as our President until November 2013. Prior to co-founding Fortinet, Mr. Ken Xie was the Founder, President and Chief Executive Officer of NetScreen Technologies, Inc., a provider of network security products, which was acquired by Juniper Networks, Inc. in April 2004. Additionally, Mr. Ken Xie was Chief Executive Officer of Systems Integration Solutions, Inc., a talent services firm that specializes in delivering technology solutions, and is a member of the National Academy of Engineering. In addition to the Board of Directors, Mr. Ken Xie has served on the board of directors of TeleNav, Inc., a wireless location-based services corporation, since July 2012. Mr. Ken Xie served on the board of directors of the Cyber Threat Alliance from 2017 to 2022. Mr. Ken Xie received a B.S. and an M.S. in electrical engineering from Tsinghua University in China and an M.S. in electrical engineering from Stanford University. Mr. Ken Xie has more than 30 years of technical and management experience in the networking and security industries, which includes his roles as a founder of Fortinet, NetScreen and SIS and as President and Chief Executive Officer of each of the foregoing companies. The Board of Directors also believes Mr. Ken Xie provides valuable perspective and experience as a co-founder of Fortinet and one of its largest stockholders. Michael Xie has served as our President and Chief Technology Officer since November 2013 and as a member of the Board of Directors since February 2001. He previously served as our Vice President of Engineering and Chief Technology Officer after co-founding Fortinet in October 2000. Prior to co-founding Fortinet, he held positions as Vice President of Engineering for ServGate Technologies, Inc., a network security provider that was acquired by Amarium Technologies, Inc. in April 2006, Software Director and Architect for NetScreen and Senior Software Engineer for Milkyway Networks Corporation, a network security solutions provider. Mr. Michael Xie has an M.S. in electrical engineering from the University of Manitoba in Canada, as well as a B.S. and an M.S. in automobile engineering from Tsinghua University in China. Mr. Michael Xie has more than 25 years of technical and operational experience in the network security industry, which includes positions as the President and Chief Technology Officer of Fortinet, the Vice President of Engineering of ServGate and the Software Director and Architect of NetScreen. The Board of Directors believes that Mr. Michael Xie’s deep technical knowledge is invaluable in developing and improving Fortinet’s technology and network security products. The Board of Directors also believes Mr. Michael Xie provides valuable perspective and experience as a co-founder of Fortinet and one of its largest stockholders. Kenneth A. Goldman has served as a member of the Board of Directors since October 2020. Mr. Goldman served as the President of Hillspire LLC, a family office management company from September 2017 through April 2022. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., a provider of internet content and services. Prior to this, Mr. Goldman was our Senior Vice President and Chief Financial Officer from September 2007 to October 2012. From January 2015 to December 2017, Mr. Goldman served as a member of the PCAOB, Standing Advisory Group. Mr. Goldman has been serving as a member of the PCAOB, Investor Advisory Group since he joined in February 2024. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary advisory group. Mr. Goldman currently serves on the boards of directors and audit committees of RingCentral, Inc., a provider of cloud-based communication and collaboration products and services, Wealthfront, financial management technology company, C3.ai, Inc., an enterprise AI application software company, and Kodiak AI, Inc., an autonomous trucking company. Mr. Goldman previously served as a director of TriNet Group, Inc., a human resources management company, from August 2009 to August 2020, GoPro, Inc., an action camera technology company, from December 2013 to June 2025, Zuora, Inc., an enterprise software company, from March 2017 to February 2025, and NXP Semiconductors N.V., a semiconductor company, from August 2010 to June 2022, among others. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. Mr. Goldman has developed expertise in finance, including accounting and financial reporting, as a Chief Financial Officer of Yahoo! Inc. and in other finance roles, and has career experience managing human resources and legal functions. Mr. Goldman also has over ten years of outside board experience at the aforementioned companies and numerous other public and private companies. Ming Hsieh has served as a member of the Board of Directors since April 2013. Mr. Hsieh has served as the Chairman of the board of directors and Chief Executive Officer of Fulgent Therapeutics Inc., a cancer drug research and development company, since September 2012. From October 2010 to June 2012, Mr. Hsieh served as the President of 3M Cogent, Inc., a provider of global biometric identification solutions, following the acquisition of Cogent, Inc. by 3M Company in 2010. Prior to the acquisition, Mr. Hsieh served as the Chief Executive Officer, President and Chairman of the board of directors of Cogent since founding Cogent in 1990. Prior to that, Mr. Hsieh was a research and development engineer at International Rectifier Corporation, a manufacturer of semiconductors, from 1985 to 1987. Mr. Hsieh received a B.S.E.E. from the University of Southern California in 1983 and an M.S.E.E. from University of Southern California in 1984. Mr. Hsieh has leadership, operational and executive experience by serving as Chief Executive Officer, President and Chairman of the board of directors of Cogent. Jean Hu has served as a member of the Board of Directors since October 2019. Since January 2023, Ms. Hu has served as Executive Vice President and Chief Financial Officer of Advanced Micro Devices, Inc., a semiconductor company. Prior to AMD, Ms. Hu served as Executive Vice President and Chief Financial Officer of Marvell Technology Group Ltd., a semiconductor company, from August 2016 to January 2023. Ms. Hu served as Senior Vice President and Chief Financial Officer of Qlogic Corporation, a network server and storage networking company, from April 2011 to August 2016, and as acting Chief Executive Officer of Qlogic from May 2013 to February 2014 and from August 2015 to August 2016. From 2004 to 2011, Ms. Hu served in various senior positions at Conexant Systems, Inc., a semiconductor company, including as Chief Financial Officer and Senior Vice President, Business Development from December 2008 to April 2011 and as Treasurer from June 2009 until April 2011. Ms. Hu holds a B.S. in Chemical Engineering from Beijing University of Chemical Engineering and a Ph.D. in Economics from Claremont Graduate University. Ms. Hu has extensive experience in the management of technology companies from her positions at AMD, Marvell and Qlogic, and expertise in corporate financing, accounting and financial reporting.

  7. Information Regarding the Board of Directors and Director Nominees

    Janet Napolitano has served as a member of the Board of Directors since November 2024. Ms. Napolitano currently serves as the founder and faculty director of the Center for Security in Politics at UC Berkeley and as a professor of public policy at the Goldman School of Public Policy at UC Berkeley. She previously served as President of the University of California from September 2013 until her departure in August 2020. Prior to her time serving as the President of the University of California, she served as the U.S. Secretary of Homeland Security from 2009 to 2013, as governor of the state of Arizona from 2003 to 2009, as attorney general of Arizona from 1998 to 2003 and as U.S. attorney for the District of Arizona from 1993 to 1997. Prior to that, Ms. Napolitano was previously a partner of Lewis and Roca LLP, a law firm, from 1989 to 1993. Ms. Napolitano currently serves on the boards of directors for Vir Biotechnology, Inc., a pharmaceutical company that developed and sold drugs, and Zoom Communications, Inc., a communications technology company, and on the board of trustees at RAND Corporation, a nonprofit global policy research institute. Ms. Napolitano holds a B.S. in political science from Santa Clara University and a J.D. from the University of Virginia School of Law. Ms. Napolitano holds board positions across various industries, contributing her expertise and leadership to diverse organizations. She is a distinguished public servant and a renowned leader, bringing an exceptional perspective to the Board of Directors. Judith Sim has served as a member of the Board of Directors since June 2015 and has served as our Lead Independent Director since April 2024. Ms. Sim previously held various customer-related and marketing positions at Oracle Corporation, multinational computer technology company providing cloud applications and cloud platform services, from 1991 to April 2020, including serving as the Chief of Staff to the Office of the CEO and as its Chief Marketing Officer from 2005 to April 2020. Ms. Sim has served as a director of First Advantage Corporation, a global provider of technology solutions for screening, verifications, safety and compliance related to human capital, including as the chair of the nominating and corporate governance committee and a member of the audit committee, since June 2021. Ms. Sim also previously served from October 2021 to March 2023 on the board of directors of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition company focused on enterprise technology companies, including as chair of the compensation committee. Ms. Sim has also served on the board of directors for DataStax, Inc., a private database-as-a-service artificial intelligence company, since June 2021. Ms. Sim also previously served as a director on the board of directors of the San Francisco Chamber of Commerce from 2015 to 2020. Ms. Sim received a B.S. in dietetics from the University of California at Davis. Ms. Sim has leadership and executive experience from her position as head of marketing programs at Oracle, including experience in field marketing, corporate communications, global customer programs, advertising, campaigns, events and corporate branding. Ms. Sim also has extensive experience serving on public, private and non-profit boards, including on the boards of a number of technology companies. Admiral James Stavridis (Ret), USN, PhD has served as a member of the Board of Directors since October 2021. Admiral Stavridis (Ret) spent 37 years in the U.S. Navy, rising to the rank of 4-star Admiral. Among Admiral Stavridis’ (Ret) many commands were four years as the 16th Supreme Allied Commander of NATO, leading the NATO Alliance in global operations and where his responsibilities included cybersecurity. He was the longest serving Combatant Commander in recent U.S. history. In the course of his Navy career, Admiral Stavridis (Ret) served as senior military assistant to the Secretary of the Navy and the Secretary of Defense. He led the Navy’s premier operational think tank for innovation, Deep Blue. Following his military career, Admiral Stavridis (Ret) served for five years as the 12th Dean of The Fletcher School of Law and Diplomacy at Tufts University. While Dean, he created a blended master’s degree in cyber and international relations at Tufts. He is a nationally recognized cybersecurity expert and routinely teaches on cyber challenges and offers insights via speaking appearances. He is currently a director, Partner and Vice Chairman, Global Affairs of The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, and is Chair of the Board of Trustees of the Rockefeller Foundation, an American private foundation and philanthropic medical research and arts funding organization. Admiral Stavridis (Ret) has also served on the board of directors of Ankura Consulting Group LLP, a global business advisory and expert services company, since December 2020 and on the board of directors and the finance committee of Aon plc since August 2024. Admiral Stavridis (Ret) has served on the boards of directors of several companies and institutions, equipping him with experience to provide valuable insights and an unparalleled leadership skillset to the Board of Directors, including his representation on the boards of directors of the MDA (a Canadian Satellite Company) from April 2020 to May 2022, Vigor Industrial LLC, an industrial services agency, from November 2021 to June 2023, Michael Baker International, a leading provider of engineering and consulting services, from June 2013 to December 2023, American Water from March 2018 to February 2024, Neuberger Berman Mutual Funds, a leading investment management firm, from December 2015 to June 2024, NFP Corp., a global professional services risk assessment firm, from October 2017 to April 2024 and PreVeil, Inc., a provider of secure email networks and file collaboration, from July 2017 to December 2023. Admiral Stavridis (Ret) attended the U.S. Naval Academy at Annapolis and earned a PhD in international relations from The Fletcher School at Tufts University. Admiral Stavridis (Ret) has extensive government and leadership experience as a result of his military service. The Board of Directors believes that Admiral Stavridis (Ret), with his experience with NATO and his expertise in governance matters, brings a unique and valuable perspective to the Board of Directors.

  8. Information Regarding the Board of Directors and Director Nominees

    Derek Kan was nominated by our Board of Directors to serve as a director in April 2026. From December 2020 until its acquisition by Shopify Inc. in July 2022, Mr. Kan served as Chief Business Officer at Deliverr, Inc., a technology-enabled e-commerce fulfillment platform. Following the acquisition, he served as Vice President of Business Operations at Shopify. Previously, Mr. Kan held senior positions in the U.S. federal government, including Deputy Director of the White House Office of Management and Budget from June 2019 through December 2020, where he oversaw government-wide technology modernization and federal IT security posture, and Under Secretary for Policy at the U.S. Department of Transportation from June 2017 through July 2019, where he oversaw a portfolio of 2,000 staff and a $3 billion budget, including policy governing connected and autonomous vehicles and cybersecurity for networked transportation infrastructure. Mr. Kan also co-led the interagency design and deployment of the nation’s COVID-19 economic response, coordinating across Treasury, SBA, and the Federal Reserve. Mr. Kan currently serves as Vice Chairman of the United States Postal Service Board of Governors. Prior to his federal service, Mr. Kan served as General Manager for Lyft in Southern California. Earlier in his career, Mr. Kan served as Chief Economic Policy Advisor to U.S. Senate Majority Leader during the 2008 financial crisis and was a Presidential Management Fellow at the White House Office of Management and Budget. Mr. Kan currently serves on the boards of directors of Toll Brothers, Inc., a luxury homebuilding company, as a member of the Audit and Risk Committee with oversight of cybersecurity risk and enterprise risk management, Globe Life Inc., an insurance company, as a member of the Audit Committee, and Oklo Inc., an advanced nuclear technology company. Mr. Kan previously served on the board of Amtrak as a member of the Audit Committee. Mr. Kan holds a B.S. in Business Administration from the University of Southern California, a M.S. in Economic History from the London School of Economics, and an M.B.A. from the Stanford Graduate School of Business, where he was named an Arjay Miller Scholar and Arbuckle Leadership Fellow. Mr. Kan has extensive experience in technology leadership, having built and scaled technology platforms at Deliverr and Shopify, and in cybersecurity policy from his senior positions in the U.S. federal government, where he oversaw federal IT security posture and directed policy governing networked transportation infrastructure. Mr. Kan also brings significant board governance experience, including cybersecurity risk oversight at public companies.

  9. Director Nominee Expertise and Experience

    Director Nominee Expertise and Experience The Board of Directors is and will be comprised of a diverse mix of directors with complementary expertise and experience, as summarized in the table below. Our director nominees may also have limited expertise and experience in addition to what is reflected in the “Number of Directors” column below.

  10. Director Nominee Expertise and Experience

    | Summary of Expertise, Experience or Attribute | Ken Xie | Michael Xie | Kenneth A. Goldman | Ming Hsieh | Jean Hu | Janet Napolitano | Judith Sim | Admiral James Stavridis (Ret) | Derek Kan | Number of Directors | | Cybersecurity Extensive knowledge of corporate and global issues related to cybersecurity challenges within private and public organizations. | P | P | | | | P | | P | P | 5 of 9 | | Technology and Product Development Significant background working in the technology industry, including government sectors, and in management of technology companies; experience in product development, including engineering and design. | P | P | P | P | P | P | P | P | P | 9 of 9 | | Leadership Extensive executive, director or management experience from leadership and governance roles in corporations, government or public organizations. | P | P | P | P | P | P | P | P | P | 9 of 9 | | Public Service and Legal Dedication to public service through leadership of government, non-governmental organizations and not-for-profit institutions; extensive experience in legal and compliance matters. | P | | P | | | P | | P | P | 5 of 9 | | Finance Leadership of a financial firm or management of the finance function of an enterprise, resulting in financial proficiency and expertise. | | | P | P | P | | | | P | 4 of 9 | | Sales and Marketing Experience in sales or marketing, and leadership of corporate sales or marketing functions. | | | | | | | P | | P | 2 of 9 |

  11. Director Nominee Tenure and Age Distribution

    Director Nominee Tenure and Age Distribution We also believe that our current Board of Directors composition represents an effective balance with respect to director tenure and age. Recent director additions provide the Board of Directors with fresh perspectives and diverse experiences, while directors with longer tenure provide continuity and valuable insight into our business and strategy. The following tables provide information regarding the current tenure and age distribution of the Director Nominees (as of March 31, 2026), assuming Mr. Kan is elected to the Board of Directors.

  12. Director Nominee Tenure and Age Distribution

    | Tenure | Number of Directors | Age | Number of Directors | | More than 10 years | 4 | 71+ years | 2 | | 6 – 10 years | 2 | 61 – 70 years | 4 | | 0 – 5 years | 3 | 40 – 60 years | 3 |

  13. Overview of Executive Compensation Program

    Overview of Executive Compensation Program We compete with many other technology companies in seeking to attract and retain highly skilled top talent. We also seek to keep our employees highly motivated. To meet these challenges, we have designed our executive compensation program to attract, retain and motivate our NEOs to enhance stockholder value. By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance that drives sustained stockholder value. To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total direct compensation for our NEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards. In addition, our compensation program includes competitive base salaries and standard health and welfare benefits that are generally available to our other team members, including medical, dental, vision, life and disability insurance and 401(k) plans. For 2025, the material elements of our executive compensation program were:

  14. Overview of Executive Compensation Program

    | Base Salary | We establish base pay that is both reasonable and competitive in relation to the competitive market of similar companies in the technology industry. The Human Resources Committee monitors competitive base pay levels at least annually and makes adjustments to base pay as appropriate. In general, an NEO’s base pay level should reflect that individual’s overall sustained performance and contribution over time. The Human Resources Committee sets base pay to provide the ongoing reward for each NEO’s work and contribution and to be competitive in attracting or retaining the NEO. | | Annual Incentive | We design our variable pay program to be both reasonable and competitive in relation to the market. Our senior management incentive bonus program is designed to motivate our NEOs to achieve business goals and to align payouts with actual results. The variable pay incentives are based on a formulaic assessment of our financial performance and an assessment of individual performance. A factor in this evaluation is our executive “peer review” process, in which our broader executive team reviews the performance of the other members of the team, including certain of the NEOs, on a quarterly basis, and their confidential feedback is reviewed by the Human Resources Committee when considering individual variable pay incentives. We believe the executive peer review motivates executive officers to work together in a productive fashion. The Human Resources Committee has the discretion to increase or decrease a payout under our variable pay program at any time in the event that it determines that circumstances warrant adjustment. | | Long-Term Incentive Awards | The Human Resources Committee designs our equity-based awards to be both reasonable and competitive in relation to the market. As described in more detail below, we design our equity-based awards to help retain talent over a period of time and to provide our NEOs with a long-term reward that aligns their interests with those of our stockholders. The Human Resources Committee approved awards of RSUs and PSUs to our NEOs in January 2025, which were granted effective February 2025. The Human Resources Committee approved awards of RSUs and PSUs to Ms. Ohlgart in July 2025, which were granted effective August 2025 in connection with Ms. Ohlgart’s appointment as our Chief Financial Officer. The RSUs represent a right to receive shares of our common stock upon time-based vesting. The PSUs also represent a right to receive shares of our common stock and vest based on relative TSR, as further described below. | | Other Benefits | Our NEOs generally receive the same benefits as those provided to our other employees in their respective countries and do not receive any additional perquisites, including, where applicable: health and welfare benefits, including participation in our 401(k) retirement plan; group health insurance plans; and life, disability and accidental death insurance plans. In addition, to the employee benefits described above, ensuring the safety and security of our co-founders Messrs. Ken Xie and Michael Xie, is highly important to us. Beginning in 2025, Messrs. Ken and Michael Xie began receiving certain personal security services. |

  15. Compensation Decision-Making

    Compensation Decision-Making Role of the Human Resources Committee in Executive Compensation Decisions The Human Resources Committee has overall responsibility for approving the compensation of our NEOs. The Human Resources Committee also oversees our diversity, equity and inclusion initiatives and reviews with management the compensation disclosures required by the SEC. Members of the Human Resources Committee are appointed by the Board of Directors. See “Corporate Governance — Board Meetings and Committees — Human Resources Committee” for more detail about the responsibilities and procedures of the Human Resources Committee. Role of Compensation Consultant The Human Resources Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our NEOs and non-employee directors. For 2025, the Human Resources Committee engaged Compensia in this capacity. A representative of Compensia generally attends meetings of the Human Resources Committee. In addition, Compensia provided competitive market assessments of our executive and non-employee director compensation programs, reviewed the Compensation Discussion and Analysis section of this Proxy Statement and provided support on other matters as requested by the Human Resources Committee. For 2025, the Human Resources Committee also engaged Compensia to provide and to report on the results of a competitive assessment of the compensation of our NEOs, which is based on analysis of market and peer company compensation data. This assessment is one factor considered by the Human Resources Committee as discussed in more detail below under “— 2025 Compensation Decisions.” Compensia reports directly to the Human Resources Committee and provided no services to us other than the consulting services to the Human Resources Committee. Based on consideration of the various factors set forth in the rules of the SEC and Nasdaq listing standards, the Human Resources Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Human Resources Committee has raised any conflict of interest. Role of Executives in Executive Compensation Decisions The Human Resources Committee generally seeks input from our Chief Executive Officer, Mr. Ken Xie, when discussing the performance of and compensation levels for our NEOs other than for himself and Mr. Michael Xie. Neither Mr. Ken Xie nor any of our other NEOs participates in deliberations relating to their own compensation, and Messrs. Ken Xie and Michael Xie do not participate in deliberations related to each other’s compensation. Peer Group In October 2024, with assistance from Compensia, the Human Resources Committee developed and approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for 2025. The peer group was comprised of security competitors, network infrastructure technology companies and other software companies focusing on data management, internet infrastructure and enterprise application software. In selecting peers, the Human Resources Committee also generally sought to include companies with annual revenue ranging from approximately $2.8 billion to $11.1 billion and a market capitalization generally ranging from $28.9 billion to $115.7 billion at the time of review. Based on this review, Cloudflare and Digital Realty Trust were added to the peer group for 2025. The peer group approved in October 2024 included the 19 technology companies listed below:

  16. 2025 Compensation Decisions

    (1) This base salary reflects Mr. Jensen’s base salary as our Chief Financial Officer until his resignation on May 15, 2025. Mr. Jensen receives $50,000 annually (paid quarterly) in connection with his services on our Strategic Advisory Council following his resignation as our Chief Financial Officer. Variable Pay. We determine the executive’s actual level of variable compensation in accordance with the terms of the Bonus Program approved by the Human Resources Committee for the year. In developing the framework, we seek to set total cash compensation (i.e., base salary plus variable pay) to meet our goal of ensuring that our cash compensation levels are competitive and to enable us to retain and motivate our NEOs. In January 2025, the Human Resources Committee set the 2025 target bonus opportunities of Mr. Ken Xie, Mr. Michael Xie, Mr. Jensen, and Mr. Whittle as further described below. Ms. Ohlgart’s 2025 target bonus opportunity was set in May 2025 in connection with her appointment as our Chief Financial Officer.

  17. Target Bonus Opportunities

    Target Bonus Opportunities

  18. Target Bonus Opportunities

    | Name | 2024 Target Bonus Opportunity (% of Salary) | 2025 Target Bonus Opportunity (% of Salary) | | Mr. Ken Xie | 120% | 120% | | Mr. Michael Xie | 75% | 75% | | Ms. Ohlgart | — | 80% | | Mr. Jensen | 80% | — | | Mr. Whittle | 90% | 90% |

  19. 2025 Bonus Program

    2025 Bonus Program In 2025, the Human Resources Committee based the Bonus Program funding on achievement of revenue, billings, and operating income targets, as set forth in more detail below, with 35% of the bonus pool funding based on revenue achievement, 35% of the bonus pool funding based on billings achievement, and 30% of the bonus pool funding based on operating income achievement. The Human Resources Committee weighted the Bonus Program funding more heavily toward achieving revenue and billings over operating income because it believed that, at this stage, a continued focus on growing revenue would help drive our long-term success and result in greater opportunity for profit in the future and enhanced stockholder value. However, because we believe it is important for our executives to monitor expenses closely as well, the Human Resources Committee also based a portion of the bonus pool funding on our operating income performance. Operating income for purposes of the Bonus Program is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) but rather is defined as net income plus income taxes, stock-based compensation, interest income and foreign exchange currency gains or losses and other adjustments to GAAP income as defined in our non-GAAP definition for external reporting purposes. For purposes of the Bonus Program, revenue is calculated in accordance with GAAP. For purposes of the Bonus Program, a minimum performance level (based on a percentage of the revenue, billings and operating income target levels) had to be met before funding could occur. For 2025, threshold (i.e., the minimum) performance level was 90% of the revenue, billings, and operating income target. Once the threshold performance level is surpassed, the funding of the bonus payments for our NEOs was to increase on a graduated basis for each of the revenue, billings and operating income portion as follows:

  20. 2025 Bonus Program

    | | Revenue (35% of Overall Bonus Program) | | Billings (35% of Overall Bonus Program) | | Operating Income (30% of Overall Bonus Program) | | | | Performance (% Target) | Bonus Funding (% of Target) | Performance (% Target) | Bonus Funding (% of Target) | Performance (% Target) | Bonus Funding (% of Target) | | Threshold | 90% | 40% | 90% | 40% | 90% | 40% | | Target | 100% | 100% | 100% | 100% | 100% | 100% | | Max | 140% | 140% | 140% | 140% | 140% | 140% |

  21. 2025 Bonus Program

    (1) Our NEOs are ineligible for bonus payments at or below 90%; performance levels must surpass 90% for our NEOs to be eligible to receive bonus payments pursuant to the Bonus Program. Bonus payments were calculated and awarded quarterly. Bonus payments were based on unaudited, preliminary revenue, billings and operating income results. Adjustments based on actual revenue, billings and operating income results may be made in subsequent quarters at the Human Resources Committee’s discretion. No bonuses are paid to our NEOs under the Bonus Program if our financial results are below our guidance such that we determine to pre-announce our financial results.

  22. 2025 Bonus Results

    2025 Bonus Results For 2025 quarterly and annual targets, we achieved between 99% and 101% for revenue, between 100% and 102% for billings and between 104% and 114% of operating income targets. The following charts set forth both the target levels for our revenue, billings, and operating income performance, the revenue, billings and operating income levels actually achieved, and the percentages of those targets actually achieved. Based on our results for 2025, and certain adjustments made for individual performance made by our Human Resources Committee, our NEOs earned the following aggregate bonuses during 2025:

  23. 2025 Bonus Results

    | Name | Bonus Earned in 2025 | | Mr. Ken Xie | $705,937 | | Mr. Michael Xie | $328,876 | | Ms. Ohlgart | $298,651 | | Mr. Jensen | $254,686 | | Mr. Whittle | $447,000 |

  24. Equity-Based Awards

    Equity-Based Awards We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our NEOs for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our NEOs with those of our stockholders. In addition, the Human Resources Committee grants RSUs and PSUs in order to (i) create a stronger and more visible link between executive pay and Fortinet’s stock price performance, (ii) further align our executives’ interests with those of our stockholders, (iii) to better incentivize and retain our senior executives and (iv) maintain a long-term incentive program that is competitive with practices among companies in our compensation peer group. In granting RSUs and PSUs to our NEOs in 2025, the Human Resources Committee exercised its judgment and considered, among other things, the role and contribution of the NEO, the value of unvested stock options and RSUs already held by the NEO and Compensia’s data and analysis. In January 2025 (or as otherwise specified below), the Human Resources Committee approved the following awards to our NEOs, as further described below:

  25. Equity-Based Awards

    | Name | Number of RSUs | Number of PSUs (at target) | Total Grant Date Value | | Mr. Ken Xie | 36,405 | 36,405 | $10,155,102 | | Mr. Michael Xie | 20,802 | 20,802 | $5,802,680 | | Ms. Ohlgart | 10,401 | 10,401 | $2,901,340 | | Ms. Ohlgart* | 4,810 | 4,810 | $748,888 | | Mr. Jensen | 18,202 | 18,202 | $5,077,415 | | Mr. Jensen** | 588 | — | $46,881 | | Mr. Whittle | 18,202 | 18,202 | $5,077,415 |

  26. Equity-Based Awards

    ________________________ * Granted in August 2025 in connection with Ms. Ohlgart’s appointment as our Chief Financial Officer in May 2025. ** Granted in November 2025 in connection with Mr. Jensen’s role as member of Fortinet’s Strategic Advisor Council. Each of these RSU and PSU awards were granted in accordance with Fortinet’s Equity Award Grant Policy discussed in “— Timing of Equity Awards” below. 2025 RSU Awards. In January 2025 and July 2025, the Human Resources Committee approved awards of RSUs to our NEOs as set forth in the table above. These RSUs vest over four years, with 25% vesting one year from February 1, 2026 and the remainder vesting quarterly thereafter. In October 2025, the Human Resources Committee approved awards of RSUs to Mr. Jensen as set forth in the table above. This RSU vests on the one-year anniversary of August 5, 2026, the date of Mr. Jensen’s Fortinet Strategic Advisory Council Member Agreement. 2025 PSU Awards. In January 2025, the Human Resources Committee approved awards of PSUs to our NEOs, except for Ms. Ohlgart, as set forth in the table above (the “January PSUs”). Vesting of up to 200% of the target PSUs may be achieved upon maximum achievement of the performance metrics described below. Vesting of the PSUs will be earned based on the relative level of achievement of Fortinet’s TSR as compared to the TSR of the companies that comprise the S&P 500 as of January 1, 2025 over the applicable performance period. In July 2025, the Human Resources Committee approved awards of PSUs to Ms. Ohlgart as set forth in the table above (the “July PSUs”). Vesting of up to 200% of the target PSUs may be achieved upon maximum achievement of the performance metrics described below. Vesting of the PSUs will be earned based on the relative level of achievement of Fortinet’s TSR as compared to the TSR of the companies that comprise the S&P 500 as of April 1, 2025 over the applicable performance period. The Human Resources Committee selected the S&P 500 because it is a well-recognized, independent and external metric to measure the equity performance of a large cap company like Fortinet. Generally, TSR will be measured using the 30-consecutive trading day period at the beginning and end of each performance period. The January PSUs are split in four “tranches” and vest based on the following terms:

  27. Equity-Based Awards

    | Percentile Rank vs. S&P 500 Companies | Award Multiplier (PSU Vesting as % of Target) | | 75th percentile or greater | 200% | | 50th percentile | 100% | | 25th percentile | 50% | | Less than 25th percentile | 0% |

  28. Equity-Based Awards

    Achievement between levels will be measured on a straight-line interpolation basis. Each Tranche can only be achieved in its performance period. For example, if Tranche 1 is achieved at 50%, 50% of the Tranche 1 PSUs will vest and 50% of the Tranche 1 PSUs will be forfeited, each at the end of the Tranche 1 performance period. To the extent a Tranche is achieved, earned January PSUs shall vest the February 1st following the end of its performance period and earned July PSUs shall vest the May 1st following the end of its performance period, so long as the grantee remains in service to Fortinet on such date.

  29. Outcomes of Prior Year Performance-Based Equity Awards

    Outcomes of Prior Year Performance-Based Equity Awards The following table provides information regarding the target number of PSUs eligible to be earned and the number of PSUs actually earned from PSUs granted based on 2025 performance.

  30. Outcomes of Prior Year Performance-Based Equity Awards

    | Name | Fiscal Year of Grant | Remaining PSUs Eligible to be Earned | Target PSUs Eligible to be Earned based on 2025 Performance | Actual PSUs Earned Based on 2025 Performance | | Mr. Ken Xie | 2023(1) | 40,064 | 20,032 | 34,254 | | | 2024(2) | 43,753 | 14,584 | 27,855 | | | 2025(3) | 29,124 | 7,281 | — | | Mr. Michael Xie | 2023(1) | 17,688 | 8,842 | 15,119 | | | 2024(2) | 21,526 | 7,175 | 13,704 | | | 2025(3) | 16,642 | 4,160 | — | | Ms. Ohlgart | 2023 | — | — | — | | | 2024(4) | 8,764 | 2,191 | 4,382 | | | 2025(3) | 13,131 | 2,080 | — | | Mr. Jensen | 2023(1) | — | 8,233 | — | | | 2024(2) | — | 5,845 | — | | | 2025(3) | — | 3,640 | — | | Mr. Whittle | 2023(1) | 10,292 | 5,146 | 8,799 | | | 2024(2) | 17,539 | 5,845 | 11,163 | | | 2025(3) | 14,562 | 3,640 | — |

  31. Outcomes of Prior Year Performance-Based Equity Awards

    (1) Regarding the Tranche 3 performance period ended on December 31, 2025 for the PSUs granted in 2023, our TSR percentile rank was 68th, resulting in 171% of the target number of shares for the performance period being earned. (2) Regarding the Tranche 2 performance period ended on December 31, 2025 for the PSUs granted in 2024, our TSR percentile rank was 73rd, resulting in 191% of the target number of shares for the performance period being earned. (3) Regarding the Tranche 1 performance period ended on December 31, 2025 for the PSUs granted in 2025, our TSR percentile rank was 21st, resulting in 0% of the target number of shares for the performance period being earned. (4) Regarding the Tranche 1 performance period ended on March 31, 2025 for the PSUs granted in 2024, our TSR percentile rank was 94th, resulting in 200% of the target number of shares for the performance period being earned. Benefits Programs. Our NEOs generally receive the same benefits as those provided to our other employees in their respective countries and do not receive any additional perquisites (except for the personal security benefits discussed below with respect to Messrs. Ken Xie and Michael Xie), including, where applicable: health and welfare benefits, including participation in our 401(k) retirement plan; group health insurance plans; and life, disability and accidental death insurance plans. We design our employee benefits programs to be both cost-effective and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our benefits programs as needed based upon regular monitoring of applicable laws and practices and the overall market. In addition, ensuring the safety and security of our co-founders Messrs. Ken Xie and Michael Xie is highly important to us. Since 2025, Messrs. Ken Xie and Michael Xie have received, and will continue to receive, certain personal security services.

  32. Change of Control Severance Agreements

    Change of Control Severance Agreements We have entered into an Amended and Restated Change of Control Severance Agreement, or in the case of Ms. Ohlgart, a Change of Control Severance Agreement (each, a “Change of Control Severance Agreement”) with each of our NEOs. The term of each NEO’s Change of Control Severance Agreement expires on August 7, 2029, except for Mr. Jensen’s whose Change of Control Severance Agreement terminated upon his retirement as our Chief Financial Officer on May 15, 2025. These Change of Control Severance Agreements provide for payments and benefits upon termination of their employment in specified circumstances. These arrangements (including potential payments and terms) are discussed in more detail in the “— Potential Payments Upon Termination or Change of Control” section below. We believe that these agreements help us from a retention standpoint, and they are particularly necessary in an industry such as ours, where there has been market consolidation. We believe that entering into these agreements helps the NEOs maintain continued focus and dedication to their assigned duties to maximize stockholder value. The terms of these agreements were determined after review by the Human Resources Committee of our retention goals for each NEO, as well as analysis of market data, similar agreements established by our peer group and applicable law.

  33. Timing of Grants and Certain Equity Awards

    Timing of Grants and Certain Equity Awards Timing of Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion or the closing of an acquisition. We do not grant awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We maintain an Equity Award Grant Policy, pursuant to which the Board of Directors and our Human Resources Committee have established consistent dates for the grant of new awards, which generally takes place in January and February of a particular year. The Human Resources Committee approved grants of RSUs and PSUs to our NEOs in January 2025 and grants of RSUs and PSUs to Ms. Ohlgart in July 2025. The Board of Directors and Human Resources Committee reserve the right, however, to grant stock options, RSUs, PSUs or other equity awards at other times during the year. With respect to newly hired employees, our practice is typically to grant equity awards at the first quarterly meeting of the Human Resources Committee following such employee’s hire date. Pursuant to our Equity Award Grant Policy, equity awards are granted effective as of the date that is the tenth trading day on Nasdaq following the date of our next quarterly earnings announcement following the meetings of the Human Resources Committee or the Board of Directors when such equity awards were approved.

  34. Effect of Accounting and Tax Treatment on Compensation Decisions

    Effect of Accounting and Tax Treatment on Compensation Decisions In the review and establishment of our compensation program, we consider the anticipated accounting and tax implications for us and our executives. In this regard, we have historically used stock options, RSUs and PSUs, and we reserve the right to use other forms of equity, as additional forms of equity incentives in response to changes in the accounting treatment of equity awards and taking into consideration potential impact on dilution and competitive practices. While the Human Resources Committee considers the applicable accounting and tax treatment, these factors alone are not determinative, and the Human Resources Committee also considers the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes limitations on the deductibility for corporate federal income tax purposes of compensation in excess of $1 million paid to any person who has served as chief executive officer, chief financial officer and each of the three next most highly compensated executive officers of a public company. As a result, we expect that compensation awarded to our NEOs will not be deductible to the extent it is in excess of the $1 million threshold. We expect that the Human Resources Committee will continue to seek to balance the cost and benefit of tax deductibility with our executive compensation goals designed to promote stockholder interests, retaining discretion to approve compensation that is non-deductible when it believes that such payments are appropriate to attract and retain executive talent. As a result, we expect that a significant portion of future cash and equity payments to our executive officers will not be tax deductible under Section 162(m).

  35. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents information concerning the compensation of the NEOs for the years ended December 31, 2025, 2024 and 2023.

  36. 2025 Summary Compensation Table

    | Name and Principal Positions | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Ken Xie | 2025 | 597,000 | — | 10,155,102 | 705,937 | — | 11,458,039 | | Chief Executive Officer | 2024 | 597,000 | — | 11,939,796 | 606,493 | — | 13,143,289 | | | 2023 | 622,000 | — | 15,081,692 | 597,921 | — | 16,301,613 | | Michael Xie | 2025 | 445,000 | — | 5,802,680 | 328,876 | — | 6,576,556 | | President and Chief Technology | 2024 | 445,000 | — | 5,874,196 | 278,245 | — | 6,597,441 | | Officer | 2023 | 445,000 | — | 6,657,577 | 271,402 | — | 7,373,979 | | Christiane Ohlgart | 2025 | 468,864 | — | 3,650,228 | 298,651 | 7,000 | 4,424,743 | | Chief Financial Officer(4) | | | | | | | | | Keith Jensen | 2025 | 253,000 | — | 5,124,296 | 254,686 | 26,404 | 5,658,386 | | Former Chief Financial Officer(5) | 2024 | 506,000 | — | 4,785,851 | 353,128 | 6,900 | 5,651,879 | | | 2023 | 506,000 | — | 6,199,073 | 339,218 | 6,600 | 7,050,891 | | John Whittle | 2025 | 506,000 | — | 5,077,415 | 447,000 | 7,000 | 6,037,415 | | Chief Operating Officer | 2024 | 503,000 | — | 4,785,851 | 356,367 | 6,900 | 5,652,118 | | | 2023 | 482,000 | — | 3,874,320 | 298,317 | 6,600 | 4,661,237 |

  37. 2025 Summary Compensation Table

    ________________________ (1) The amounts shown represent the aggregate grant date fair value of equity awards granted in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. The PSUs granted in 2023, 2024, and 2025 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. For the PSUs, the amount reported is based on the probable outcome of the applicable performance condition at the time of grant. The grant date fair value of these awards is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will receive from the awards. (2) See “— Grants of Plan-Based Awards in 2025 Table” under the column “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” for the amounts NEOs were eligible to earn in 2025. See also “Executive Compensation — Compensation Discussion and Analysis — 2025 Compensation Decisions — Variable Pay” above for a discussion regarding our Bonus Program. (3) The amounts shown for Messrs. Jensen and Whittle and Ms. Ohlgart represent company matching contributions to Fortinet’s 401(k) plan, a tax-qualified defined contribution plan. (4) Ms. Ohlgart was appointed as our Chief Financial Officer in May 2025. (5) As of May 15, 2025, upon his retirement, Mr. Jensen resigned from his role as our Chief Financial Officer and was no longer considered an executive officer of Fortinet. Mr. Jensen began serving as a member of Fortinet’s Strategic Advisory Council on August 5, 2025 and remains a member. The amount for Mr. Jensen for fiscal 2025 under the “All Other Compensation” column includes his compensation as a member of Fortinet’s Strategic Advisory Council.

  38. Grants of Plan-Based Awards in 2025 Table

    Grants of Plan-Based Awards in 2025 Table The following table presents information concerning each grant of an award made to the NEOs in 2025 under any plan.

  39. Grants of Plan-Based Awards in 2025 Table

    | Name | Type of Award | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | | | | | Threshold (#) | Target (#) | Maximum (#) | Threshold ($) | Target ($) | Maximum ($) | | | | Ken Xie | Cash | | | — | — | — | 17,194 | 716,400 | 1,002,960 | — | — | | | RSU | 2/21/2025 | 1/17/2025 | — | — | — | — | — | — | 36,405 | 4,005,278 | | | PSU | 2/21/2025 | 1/17/2025 | — | 36,405 | 72,810 | — | — | — | — | 6,149,824 | | Michael Xie | Cash | | | — | — | — | 8,010 | 333,750 | 467,250 | — | — | | | RSU | 2/21/2025 | 1/17/2025 | — | — | — | — | — | — | 20,802 | 2,288,636 | | | PSU | 2/21/2025 | 1/17/2025 | — | 20,802 | 41,604 | — | — | — | — | 3,514,044 | | Christiane Ohlgart(4) | Cash | | | — | — | — | 9,216 | 384,000 | 537,600 | — | — | | | RSU | 2/21/2025 | 1/17/2025 | — | — | — | — | — | — | 10,401 | 1,144,318 | | | PSU | 2/21/2025 | 1/17/2025 | — | 10,401 | 20,802 | — | — | — | — | 1,757,022 | | | RSU | 8/20/2025 | 7/18/2025 | — | — | — | — | — | — | 4,810 | 382,924 | | | PSU | 8/20/2025 | 7/18/2025 | — | 4,810 | 9,620 | — | — | — | — | 365,964 | | Keith Jensen(5) | Cash | | | — | — | — | 9,715 | 404,800 | 566,720 | — | — | | | RSU | 2/21/2025 | 1/17/2025 | — | — | — | — | — | — | 18,202 | 2,002,584 | | | PSU | 2/21/2025 | 1/17/2025 | — | 18,202 | 36,404 | — | — | — | — | 3,074,831 | | | RSU | 11/19/2025 | 10/17/2025 | — | — | — | — | — | — | 588 | 46,881 | | John Whittle | Cash | | | — | — | — | 10,930 | 455,400 | 637,560 | — | — | | | RSU | 2/21/2025 | 1/17/2025 | — | — | — | — | — | — | 18,202 | 2,002,584 | | | PSU | 2/21/2025 | 1/17/2025 | — | 18,202 | 36,404 | — | — | — | — | 3,074,831 |

  40. Grants of Plan-Based Awards in 2025 Table

    ________________________ (1) These columns show a range of outcomes possible under the PSU awards granted in 2025. The amount shown in the “Target” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among the Index Companies is in the 50th to 75th Percentile. The amount shown in the “Threshold” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among the Index Companies is below the 25th percentile. The amount shown in the “Maximum” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among Index Companies is in the 75th percentile or higher. Further information about these awards is provided in the section titled “— Compensation Discussion and Analysis — Equity-Based Awards.” (2) Reflects threshold, target and maximum target bonus amounts for fiscal 2025 performance under the Bonus Program, as described in “Executive Compensation — Compensation Discussion and Analysis — 2025 Compensation Decisions — Variable Pay.” These amounts do not necessarily correspond to the actual value that may be received by the NEO. (3) The amounts shown represent the grant date fair value of PSUs, RSUs and stock options granted during fiscal 2024, computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. The PSUs granted in 2025 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. Further information about these awards is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.” Grant date fair value is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will realize from the award. (4) Ms. Ohlgart was appointed as our Chief Financial Officer in May 2025. (5) As of May 15, 2025, upon his retirement, Mr. Jensen resigned from his role as our Chief Financial Officer and was no longer considered an executive officer of Fortinet. Mr. Jensen began serving as a member of Fortinet’s Strategic Advisory Council on August 5, 2025 and remains a member. The RSUs granted to Mr. Jensen on November 19, 2025 were granted in connection with Mr. Jensen’s services to Fortinet as a member of Fortinet’s Strategic Advisory Council.

  41. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table presents information concerning unexercised options, unvested RSUs and PSUs for each NEO outstanding as of December 31, 2025.

  42. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#)(1) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(4) | | | | Exercisable | Unexercisable | | | | | | | | Ken Xie | 2/21/2019 | 134,880 | — | 16.90 | 2/21/2026 | — | — | — | — | | | 2/21/2020 | 616,470 | — | 22.90 | 2/21/2027 | — | — | — | — | | | 2/19/2021 | 544,005 | — | 34.39 | 2/19/2028 | — | — | — | — | | | 2/17/2022 | 276,761 | 12,034 | 62.11 | 2/17/2029 | — | — | — | — | | | 2/17/2022 | — | — | — | — | 6,020 | 478,048 | — | — | | | 2/27/2023 | — | — | — | — | 31,300 | 2,485,533 | — | — | | | 2/27/2023 | — | — | — | — | — | — | 60,096 | 4,772,223 | | | 2/21/2024 | — | — | — | — | 41,019 | 3,257,319 | — | — | | | 2/21/2024 | — | — | — | — | — | — | 58,337 | 4,632,541 | | | 2/21/2025 | — | — | — | — | 36,405 | 2,890,921 | — | — | | | 2/21/2025 | — | — | — | — | — | — | 36,405 | 2,890,921 | | Michael Xie | 2/21/2019 | 324,285 | — | 16.90 | 2/21/2026 | — | — | — | — | | | 2/21/2020 | 244,410 | — | 22.90 | 2/21/2027 | — | — | — | — | | | 2/19/2021 | 218,565 | — | 34.39 | 2/19/2028 | — | — | — | — | | | 2/17/2022 | 93,380 | 4,060 | 62.11 | 2/17/2029 | — | — | — | — | | | 2/17/2022 | — | — | — | — | 2,030 | 161,202 | — | — | | | 2/27/2023 | — | — | — | — | 13,818 | 1,097,287 | — | — | | | 2/27/2023 | — | — | — | — | — | — | 26,530 | 2,106,747 | | | 2/21/2024 | — | — | — | — | 20,181 | 1,602,573 | — | — | | | 2/21/2024 | — | — | — | — | — | — | 28,701 | 2,279,146 | | | 2/21/2025 | — | — | — | — | 20,802 | 1,651,887 | — | — | | | 2/21/2025 | — | — | — | — | — | — | 20,802 | 1,651,887 | | Christiane Ohlgart | 5/16/2024 | — | — | — | — | 6,848 | 543,800 | — | — | | | 5/16/2024 | — | — | — | — | — | — | 8,764 | 695,949 | | | 2/21/2025 | — | — | — | — | 10,401 | 825,943 | — | — | | | 2/21/2025 | — | — | — | — | — | — | 10,401 | 825,943 | | | 8/20/2025 | — | — | — | — | 4,810 | 381,962 | — | — | | | 8/20/2025 | — | — | — | — | — | — | 4,810 | 381,962 | | Keith Jensen | 11/19/2025 | — | — | — | — | 588(5) | 46,693 | — | — | | John Whittle | 2/21/2020 | 57,015 | — | 22.90 | 2/21/2027 | — | — | — | — | | | 2/19/2021 | 89,000 | — | 34.39 | 2/19/2028 | — | — | — | — | | | 2/17/2022 | 54,337 | 2,363 | 62.11 | 2/17/2029 | — | — | — | — | | | 2/17/2022 | — | — | — | — | 1,185 | 94,101 | — | — | | | 2/27/2023 | — | — | — | — | 8,041 | 638,536 | — | — | | | 2/27/2023 | — | — | — | — | — | — | 15,438 | 1,225,932 | | | 2/21/2024 | — | — | — | — | 16,442 | 1,305,659 | — | — | | | 2/21/2024 | — | — | — | — | — | — | 23,384 | 1,856,923 | | | 2/21/2025 | — | — | — | — | — | — | 18,202 | 1,445,421 | | | 2/21/2025 | — | — | — | — | 18,202 | 1,445,421 | — | — |

  43. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1) Reflects stock options granted under the 2009 Plan. Unless otherwise indicated, all options granted to NEOs vest over four years starting on the date of the grant, with 25% vesting after one year and the remainder vesting monthly thereafter. (2) Represents RSUs granted under the 2009 Plan. Unless otherwise indicated, all RSUs granted to NEOs vest over four years starting on February 1 of the year of grant, with 25% vesting after one year and the remainder vesting quarterly thereafter. Further information about the RSUs is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.” (3) Represents PSUs granted under the 2009 Plan. Unless otherwise indicated, all PSUs are earned based on the percentile ranking of our total stockholder return among companies included in the S&P 500 Index and include four performance periods of one, two, three and four years, with the first three performance periods each weighted 20% and the four-year performance period weighted 40%. Further information about the PSUs is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — 2025 PSU Awards.” (4) Represents the fair market value of the shares underlying the RSUs and PSUs as of December 31, 2025, which was the last business day of 2025, based on the closing price on Nasdaq of our common stock on December 31, 2025, which was $79.41 per share. (5) RSUs that vest on the one-year anniversary of August 5, 2026, the date of Mr. Jensen’s Fortinet Strategic Advisory Council Member Agreement.

  44. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table presents information concerning amounts realized from stock option exercises and RSUs vested during 2025 for each of the NEOs.

  45. 2025 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ken Xie | 766,667 | 63,146,742 | 161,574 | 16,053,178 | | Michael Xie | 473,050 | 49,409,126 | 71,457 | 7,105,593 | | Christiane Ohlgart | — | — | 8,489 | 867,774 | | Keith Jensen | 25,220 | 1,443,788 | 50,210 | 5,086,127 | | John Whittle | — | — | 48,472 | 4,822,285 |

  46. 2025 Option Exercises and Stock Vested Table

    ________________________ (1) The value realized on exercise reflects the difference between the fair market value of Fortinet common stock at the time of exercise on the exercise date and the exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2025. (2) The value realized on vesting reflects the aggregate fair market value of all Fortinet common stock issued pursuant to vested RSUs during 2025.

  47. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  48. Estimated Payments upon Termination or Change in Control

    Estimated Payments upon Termination or Change in Control The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of the NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on the last business day of 2025, which was December 31, 2025, and the price per share of Fortinet’s common stock was the closing price on Nasdaq as of that date, which was $79.41 per share. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  49. Estimated Payments upon Termination or Change in Control

    | Name | Qualifying Termination Not Within Change of Control Period(1) | | | Qualifying Termination Within Change of Control Period(1) | | | | | Salary ($)(2) | Acceleration of Equity Vesting ($)(3) | COBRA Benefit ($)(4) | Salary ($)(2) | Acceleration of Equity Vesting ($)(5) | COBRA Benefit ($)(4) | | Ken Xie | 597,000 | 3,327,358 | 38,571 | 597,000 | 21,615,719 | 38,571 | | Michael Xie | 445,000 | 1,572,366 | 38,571 | 445,000 | 10,620,976 | 38,571 | | Christiane Ohlgart | 480,000 | 711,514 | — | 480,000 | 3,655,560 | — | | John Whittle | 506,000 | 1,130,152 | 38,571 | 506,000 | 8,052,877 | 38,571 |

  50. Estimated Payments upon Termination or Change in Control

    ________________________ (1) A “Qualifying Termination” under the Change of Control Severance Agreement is an involuntary termination of employment without “Cause” or a voluntary resignation for “Good Reason,” in each case as defined above. (2) The severance amount related to base salary was determined based on base salaries in effect on December 31, 2025, the last business day of 2025. (3) The value is calculated by multiplying (i) the number of the NEO’s unvested shares that would have vested over the 12 months after December 31, 2025 by (ii) (a) the difference between $79.41 (the per share closing stock price on December 31, 2025) and the exercise price for stock options or (b) $79.41 for RSUs and PSUs. Stock options outstanding as of December 31, 2025 for which the exercise price was greater than $79.41 are not included in the acceleration of equity vesting calculations. PSUs in the Tranche 1 Performance Period will vest at target. (4) The value represents the total value for reimbursement for insurance premium expenses incurred for group health insurance continuation coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period of up to 12 months. (5) The value is calculated by multiplying (i) the number of the NEO’s total unvested shares by (ii) (a) the difference between $79.41 (the per share closing stock price on December 31, 2025) and the exercise price for stock options or (b) $79.41 for RSUs and PSUs. Stock options outstanding as of December 31, 2025 for which the exercise price was greater than $79.41 are not included in the acceleration of equity vesting calculations. Upon a Change in Control, the relative TSR metric of the PSUs will be measured using the deal price per share as of the date of the Change in Control. Any earned PSUs based on the deal price per share will then be subject to time-based vesting through the end of each applicable Performance Period, and those shares would be eligible for acceleration upon a termination without Cause or resignation for Good Reason in connection with the Change in Control.

  51. Pay Versus Performance

    Pay Versus Performance The following table provides information required under Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid” for our principal executive officer (our “PEO”) and, as an average, for our other named executive officers (“NEOs”), and (ii) select financial performance measures, in each case, for our five most recently completed fiscal years. The Human Resources Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our NEOs; these amounts reflect the Summary Compensation Table totals with certain adjustments as described in the following table and footnotes.

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Company Selected Measure: Revenue ($) | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | (b)(1) | (c)(2)(5) | (d)(3) | (e)(4)(5) | (f)(6) | (g)(7) | (h)(8) | (i)(9) | | 2025 | 11,458,039 | 1,145,113 | 5,674,275 | (1,396,923) | 267.28 | 258.44 | 1,853,442,685 | 6,799,612,384 | | 2024 | 13,143,289 | 37,716,937 | 5,967,146 | 15,033,124 | 442.49 | 301.44 | 1,745,218,820 | 5,955,845,824 | | 2023 | 16,301,613 | 21,526,918 | 6,586,873 | 8,065,655 | 274.12 | 221.06 | 1,147,780,499 | 5,304,835,490 | | 2022 | 14,200,453 | (15,190,085) | 4,532,172 | (4,867,322) | 228.97 | 132.79 | 857,302,079 | 4,417,356,061 | | 2021 | 14,203,211 | 84,745,190 | 4,867,616 | 27,685,473 | 336.64 | 206.76 | 606,792,011 | 3,342,217,533 |

  53. Pay Versus Performance

    ________________________ (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Our PEO for fiscal years 2025, 2024, 2023, 2022 and 2021 was Ken Xie. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (which is sometimes referred to as the “CAP”) for our PEO for the corresponding fiscal year, as calculated in accordance with Item 402(v) of Regulation S-K and as further described below. (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table for the corresponding year. Our non-PEO NEOs included for purposes of such calculations are as follows: (i) for fiscal year 2025, Michael Xie, Christiane Ohlgart, Keith Jensen and John Whittle, (ii) 2024 and 2021, Michael Xie, Keith Jensen, and John Whittle; and (ii) for fiscal year 2023 and 2022, Michael Xie, Keith Jensen, Patrice Perche and John Whittle. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our non-PEO NEOs specified in footnote (3) as a group, as further described below. (5) The calculation of “compensation actually paid” uses the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments (i.e., additions or subtractions) with respect to the fair value of equity awards. 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 methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. The following table provides reconciling information for the amounts reported in the Summary Compensation Table for our PEO for each of the years set forth below to the amount of “compensation actually paid.”

  54. Pay Versus Performance

    | Year | SCT Total ($) | Deductions of Equity Value from SCT Total ($) | Additions of Equity Value to SCT Total ($) | CAP ($) | | | | (i) | (ii) | | | 2025 | 11,458,039 | (10,155,102) | (157,824) | 1,145,113 | | 2024 | 13,143,289 | (11,939,796) | 36,513,444 | 37,716,937 | | 2023 | 16,301,613 | (15,081,692) | 20,306,997 | (21,526,918) | | 2022 | 14,200,453 | (12,426,112) | (16,964,426) | (15,190,085) | | 2021 | 14,203,211 | (12,381,260) | 82,923,239 | 84,745,190 |

  55. Pay Versus Performance

    The following table provides reconciling information for the average amounts reported in the Summary Compensation Table for our non-PEO NEOs for each of the years set forth below to the amount of “compensation actually paid.”

  56. Pay Versus Performance

    | Year | SCT Total ($) | Deductions of Equity Value from SCT Total ($) | Additions of Equity Value to SCT Total ($) | CAP ($) | | | | (i) | (ii) | | | 2025 | 5,674,275 | (4,913,655) | (2,157,544) | (1,396,923) | | 2024 | 5,967,146 | (5,148,633) | 14,214,611 | 15,033,124 | | 2023 | 6,586,873 | (5,732,511) | 7,211,293 | (8,065,655) | | 2022 | 4,532,172 | (3,610,110) | (5,789,384) | (4,867,322) | | 2021 | 4,867,616 | (4,038,552) | 26,856,409 | 27,685,473 |

  57. Pay Versus Performance

    ________________________ (i) The dollar amounts represent the grant date fair value of equity-based awards granted each year to our PEO, and the average grant date fair value of equity-based awards granted each year for our non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2025, 2024, 2023, 2022 and 2021. (ii) The dollar amounts reflect the value of equity-based awards granted to our PEO, and the average value of the equity-based awards for our non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal years 2025, 2024, 2023, 2022 and 2021 is detailed in the supplemental table below. The table below illustrates the calculations described in this footnote (5) with respect to the equity component of our PEO’s CAP for fiscal years 2025, 2024, 2023, 2022 and 2021:

  58. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year ($) | Year over Year Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted in Prior Years that Remained Unvested as of Last Day of Year ($) | Fair Value as of Vesting Date of Equity Awards Granted During Year and Vested in the Year ($) | Year over Year Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | | | 2025 | 5,322,921 | (6,216,031) | — | 735,287 | — | — | (157,824) | | 2024 | 19,354,832 | 13,769,599 | — | 3,389,013 | — | — | 36,513,444 | | 2023 | 13,495,112 | 1,546,428 | — | 5,265,458 | — | — | 20,306,997 | | 2022 | 9,012,564 | (15,153,818) | — | (10,823,172) | — | — | (16,964,426) | | 2021 | 35,720,792 | 32,042,959 | — | 15,159,488 | — | — | 82,923,239 |

  59. Pay Versus Performance

    The table below illustrates the calculations described in this footnote (5) with respect to the average equity component of our non-PEO NEO’s CAP for fiscal years 2025, 2024, 2023, 2022 and 2021:

  60. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year ($) | Year over Year Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted in Prior Years that Remained Unvested as of Last Day of Year ($) | Fair Value as of Vesting Date of Equity Awards Granted During Year and Vested in the Year ($) | Year over Year Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | | | 2025 | 1,987,524 | (1,296,907) | — | 193,619 | (3,041,781) | — | (2,157,544) | | 2024 | 8,346,089 | 4,777,411 | — | 1,091,111 | — | — | 14,214,611 | | 2023 | 5,129,449 | 470,718 | — | 1,611,126 | — | — | 7,211,293 | | 2022 | 2,392,897 | (4,807,501) | — | (3,374,780) | — | — | (5,789,384) | | 2021 | 11,651,503 | 10,220,943 | — | 4,983,963 | — | — | 26,856,409 |

  61. Pay Versus Performance

    (6) Amounts represent the cumulative total stockholder return of our common stock for the period beginning on the market close on December 31, 2020, the last trading day before the earliest fiscal year in the table, through and including December 31, 2025, the end of the last fiscal year in the table for which cumulative total stockholder return is being calculated. Amount assumes that $100 was invested for the period starting December 31, 2020. The amount included in the table is the value of such fixed investment based on the cumulative total stockholder return as of the end of each year, including reinvestment of dividends (if any). (7) The peer group used for this purpose is NASDAQ Computer Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. Amount assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in our common stock and in the NASDAQ Computer Index, respectively. (8) The dollar amounts are our net income as reflected in our audited consolidated financial statements for the applicable year. (9) We determined Revenue to be the most important financial measure used to link our performance to Compensation Actually Paid for our PEO and Non-PEO NEOs for fiscal year 2025.

  62. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR & NASDAQ Computer Index TSR

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR & NASDAQ Computer Index TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, our cumulative TSR and the index TSR over the four most recently completed fiscal years.

  63. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and our net income during the four most recently completed fiscal years.

  64. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our revenue during the four most recently completed fiscal years.

  65. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation our Chief Executive Officer, Mr. Ken Xie (our “CEO”), and the median of the annual total compensation of all our employees, excluding our CEO. For 2025: • the annual total compensation of our median employee was $152,084; • the annual total compensation of our CEO as disclosed in the 2025 Summary Compensation Table was $11,458,039; and • the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 75.34 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We were required to reidentify our median employee for 2025. For 2025, we identified the employee with compensation at the median of the annual total compensation of all our employees, using the following methodology. For 2025, we identified the employee with compensation at the median of the annual total compensation of all our employees using as our consistently applied compensation measure each employee’s base salary, allowances, bonuses, sales commissions and the grant date fair value of equity awards granted during the 12-month period from January 1, 2025 through December 31, 2025. We calculated annual base salary by annualizing this amount using a reasonable estimate of the hours worked during 2025 for hourly employees and the actual annual salary rate on December 31, 2025 for our remaining employees. We calculated annual target variable pay (bonus and/or commissions) using the target amount as of December 31, 2025. With respect to annual equity awards for 2025, we computed the value in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on December 31, 2025, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any contractors or other non-employee workers in our employee population. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on December 31, 2025. We did not make any cost-of-living adjustment. Using this methodology, we identified the individual at the median of our employee population. We then calculated the annual total compensation for this individual using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the 2025 Summary Compensation Table as set forth in this Proxy Statement. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  66. Compensation of Directors

    Compensation of Directors

  67. Director Compensation Table for 2025

    Director Compensation Table for 2025 The following table provides information concerning the compensation earned by each of our non-employee directors for service on the Board of Directors in 2025. Messrs. Ken Xie and Michael Xie, who are employees of Fortinet, do not receive additional compensation for their services as directors.

  68. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Kenneth A. Goldman(4) | 100,000 | 206,747 | 306,747 | | Ming Hsieh(5) | 83,772 | 206,747 | 290,519 | | Jean Hu(6) | 72,407 | 206,747 | 279,154 | | Janet Napolitano(7) | 66,376 | 391,251 | 457,627 | | William H. Neukom(8) | 38,750 | — | 38,750 | | Judith Sim(9) | 122,500 | 206,747 | 329,247 | | Admiral James Stavridis (Ret)(10) | 77,500 | 206,747 | 284,247 |

  69. Director Compensation Table for 2025

    (1) Reflects fees earned or paid in cash for services rendered in the last fiscal year. (2) The amounts shown represent the aggregate grant date fair value of the RSU award made to each director during the year, computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. The grant date fair value of these awards is determined for financial statement reporting purposes and does not correspond to the actual value that the directors will receive from the awards. (4) As of December 31, 2025, Mr. Goldman held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Mr. Goldman is a member of the Board of Directors on such date. (5) As of December 31, 2025, Mr. Hsieh held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Mr. Hsieh is a member of the Board of Directors on such date. (6) As of December 31, 2025, Ms. Hu held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Ms. Hu is a member of the Board of Directors on such date. (7) As of December 31, 2025, Ms. Napolitano held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Ms. Napolitano is a member of the Board of Directors on such date. (8) Mr. Neukom passed away in July 2025, at which time all equity grants ceased to vest. (9) As of December 31, 2025, Ms. Sim held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Ms. Sim is a member of the Board of Directors on such date. (10) As of December 31, 2025, Admiral Stavridis (Ret) held 1,299 RSUs, 649 of which had vested as of March 31, 2026 and the remainder of which will vest in full on June 11, 2026, so long as Admiral Stavridis (Ret) is a member of the Board of Directors on such date.

  70. Standard Director Compensation Arrangements

    Standard Director Compensation Arrangements Following a review by Compensia of our annual cash retainer policy and equity award grant policy for non-employee directors, in July 2025, the Human Resources Committee recommended, and the Board of Directors approved, that no changes be made to our cash retainer policy and equity award grant policy for non-employee directors. In accordance with our annual cash retainer policy and equity award grant policy applicable to non-employee directors, each non-employee director is entitled to receive the following compensation for service on the Board of Directors: • an annual cash retainer for serving on the Board of Directors of $55,000, paid quarterly, in addition to the annual cash retainer for service on the committees of the Board of Directors as discussed below; • an annual cash retainer for serving as Lead Independent Director of the Board of Directors of $35,000, paid quarterly; • an annual cash retainer for serving in a non-chairperson position on the (i) Audit Committee of $14,000, (ii) Human Resources Committee of $10,000, (iii) Governance and Social Responsibility Committee of $7,500 and (iv) Cybersecurity Committee of $7,500; • an annual cash retainer of (i) $35,000 for serving as the chairperson of the Audit Committee, (ii) $25,000 for serving as the chairperson of the Human Resources Committee, (iii) $15,000 for serving as the chairperson of the Governance and Social Responsibility Committee, and (iv) $15,000 for serving as the chairperson of the Cybersecurity Committee; • after completion of each full year of service, an annual grant of a number of RSUs based on a total grant value equal to the peer 50th percentile per Compensia’s director compensation analysis, vesting quarterly on the last day of each quarter and with the final installment vesting on the earlier of the last day of the second quarter and the day prior to the next annual meeting of stockholders; and • for newly appointed non-employee directors, an initial grant of a number of RSUs based on a total grant value equal to the then-applicable grant amount, pro-rated based on the projected days from the directors’ appointment date through the next annual meeting of stockholders, vesting in full on the day prior to the next annual meeting of stockholders.

  71. Termination or Change of Control Arrangements

    Termination or Change of Control Arrangements We have entered into change of control agreements with each of our non-employee directors, and will enter into a change of control agreement with Mr. Kan if he is elected to the Board of Directors. These agreements provide that, upon a Change of Control, 100% of the outstanding and unvested equity awards held by such directors will immediately vest in full. “Change of Control” in our change of control agreements with our non-employee directors has the same meaning as used in our Change of Control Severance Agreements with the NEOs. See “— Potential Payments Upon Termination or Change of Control — Termination or Change of Control Arrangements.”