Board Justification

We operate in a highly competitive business environment, which is characterized by frequent technological advances. To successfully grow our business in this dynamic environment, we must continually develop and refine our products and services to stay ahead of our competitors. To achieve these objectives, we need a highly talented and seasoned team of technical, sales, marketing, operations, and other business professionals. We compete with other companies in our industry and other technology companies in the Silicon Valley to attract and retain a skilled management team. To attract and retain qualified executive candidates, our Compensation Committee recognizes that it needs to develop competitive compensation packages.

Board Justification

The 2024 Bonus Plan included financial performance metrics for revenue and non-GAAP operating income for the year. These two financial metrics determine the funding of the overall bonus pool available for distribution. No payout would be made under the plan if achievement of the revenue metric was below 85% of target. A specific performance range is established including a threshold, target and stretch performance expectation to align priorities and decision making across the company. These goals are used to determine the overall company performance and the funding for the companywide plan.

Board Justification

Includes $780,000 paid on Mrs. Ullal’s behalf for HSR filing fees and $753,541 for related gross-up tax payment.

Board Justification

Based on the market price of our common stock on the vesting date or last trading date, multiplied by the number of shares vested.