Independent
Tenure on this board
0.6 yrs
3 nominees · 4 ballot items.
Election of three Class II directors; Ratification of Grant Thornton LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation (“Say-on-Pay”); Approval of the 2012 Equity Incentive Plan, as amended and restated (increase share reserve).
Elect three Class II directors (Bradford L. Brooks, Wendy M. Pfeiffer, John A. Zangardi) to serve until the 2029 annual meeting.
Ratify the appointment of Grant Thornton LLP as Qualys’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the company’s overall pay program for its named executive officers as disclosed in the proxy statement. Management seeks an affirmative advisory vote to validate the board’s and Compensation and Talent Committee’s mix of base salary, formulaic cash bonuses tied to bookings, revenue growth and non-GAAP EPS, and a combination of time-based RSUs and multi-year performance-based restricted stock units (PRSUs) that vest based on revenue growth and adjusted EBITDA margin. The Board argues the program aligns pay with performance and retention, balances short- and long-term incentives, and includes governance features (clawbacks, stock ownership guidelines, caps) intended to limit excessive risk-taking. Because the vote is advisory, a negative result would not force immediate change but would trigger outreach and potential adjustments by the Compensation and Talent Committee; historically the Company received strong shareholder support (≈93% in 2025). Key evaluation issues for investors include the magnitude and mix of equity awards (large PRSU targets), the PRSU three-tranche design with partial vesting timing that defers some upside, the choice of metrics (revenue growth and adjusted EBITDA margin) which favor profitability and bookings-driven growth, and the potential dilution and burn-rate implications of ongoing equity grants. The company provides substantial disclosure on metrics, caps, and severance/change-in-control protections; however, investors will weigh pay opportunity versus realized pay (actual payouts, vesting, and severance outcomes) and whether pay outcomes are commensurate with TSR and underlying financial performance. From a governance perspective, the Board’s commitment to engage with dissenting shareholders and to use advisory results in shaping future compensation is positive; nonetheless, large awards to insiders and multi-year performance designs merit careful scrutiny in the context of peer practices and dilution forecasts. Overall, the proposal represents a routine annual endorsement request of the board’s compensation design, with material attention warranted on quantum, performance calibration, and disclosure of realized outcomes.
Approve amendment and restatement of the 2012 Equity Incentive Plan to increase the share reserve by 1,089,000 shares and adopt the Restated Plan.
This management proposal requests shareholder approval to amend and restate the company’s long-standing 2012 Equity Incentive Plan by increasing the share reserve by 1,089,000 shares. Management argues approval is necessary to preserve the company’s ability to grant equity awards needed for hiring, retention, focal awards, and potential acquisition-related grants over the next two years; without approval, the company would be constrained to its current reserve and may be disadvantaged in competing for talent. The board and Compensation and Talent Committee evaluated historical burn rates (three-year average ~2.5%), outstanding overhang (~7% of shares), and modeled multiple grant scenarios; their forecast is for 2–3 million shares to be granted over the next two years, supporting the requested increase. Key governance considerations for investors include the incremental dilution from the new share reserve, the mechanics of share recycling and treatment of forfeited shares, and outside director award limits; the company discloses these features and caps. The proposal also ties to executive pay: named executive officers and non-employee directors are eligible to receive awards under the Restated Plan, which creates potential insider interest in the vote and underscores the importance of independent committee oversight and peer benchmarking. From an investor analytics perspective, material questions are whether the requested increase is calibrated to realistic hiring and retention needs, how the grant practices and PRSU designs translate into realized dilution and pay-for-performance, and whether the board’s modeling and peer comparisons justify the increment. The board’s recommendation and disclosure of burn-rate metrics, modeling, and consultant review (Compensia) strengthen the case, but investors will weigh the requested authorization against dilution tolerance, historical equity use, and the company’s capital allocation priorities. Overall, the proposal is a common corporate request to refresh an equity plan, but the quantum, forecasted grant practices, and award design warrant scrutiny to ensure alignment with long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.3% | 3,261,555 | $287M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.2% | 2,537,126 | $223M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,584,606 | $139M |
| 4 | STATE STREET CORP | 3.9% | 1,388,720 | $122M |
| 5 | BlackRock, Inc. | 3.6% | 1,277,752 | $112M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.3% | 1,154,856 | $101M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.9% | 1,034,819 | $90M |
| 8 | Legal General Group Plc | 2.8% | 1,002,076 | $88M |
| 9 | FIRST TRUST ADVISORS LP | 2.8% | 996,064 | $88M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.4% | 832,796 | $73M |
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