A10 Networks (ATEN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 17, 2025, to vote on director elections, an amendment to the Employee Stock Purchase Plan (ESPP), executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals, including the ESPP amendment and executive compensation.

• 2024 financial highlights: $261.7M revenue (4% YoY growth), 80.4% gross margin, $64.8M non-GAAP net income, $47.9M returned to shareholders, and $195.6M in available cash and securities.

• Expanded cybersecurity portfolio in 2024 and acquired ThreatX Protect assets in February 2025.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Approval of an amendment to the 2014 ESPP to add 2,500,000 shares, extending plan life by ~6 years.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent.

• Declassified board with annual elections; average director tenure is 6.4 years and average age is 57.

• 60% of directors self-identify as diverse.

• Board committees: audit, compensation, and nominating/governance, all composed of independent directors.

• Lead independent director role held by Eric Singer.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Stockholder engagement included outreach to holders of over 36% of shares.