Verisign Inc PRE 14A, filed Mar 26, 2025

Verisign Inc (VRSN)

PRE 14A 2025-03-26 For: 2025-05-22

View Original

Added on October 15, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


x			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12


x			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Sincerely,

/s/ D. James Bidzos
D. James Bidzos

Chairman of the Board of Directors, Executive Chairman, President and Chief Executive Officer



Internet	Telephone	Mail	Attending the Meeting
Visit the website listed on your proxy card	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope	Attend and vote at the Annual Meeting


Notice of 202 5 Annual Meeting of Stockholders		1
202 4 Business Highlights		4
Verisign’s Mission, Values, and Strategic Framework		4
Voting Roadmap		5
Proposal No . 1	Election of Directors	10
Independence, Skills, and Experience		11
Director Nominees		12
Corporate Governance		16
Board Structure and Operations		16
Board Responsibilities		20
Other Governance and Ethics Policies and Practices		22
Proposal No. 2	Advisory Vote to Approve Executive Compensation	24
Executive Compensation		25
Compensation Discussion and Analysis		25
Compensation Committee Report		34
Compensation Committee Interlocks and Insider Participation		34
Executive Compensation Tables		35
Summary Compensation Table		35
Grants of Plan-Based Awards in 2024		36
Outstanding Equity Awards at 202 4 Year-End		37
Stock Vested in 2024		38
Potential Payments Upon Termination or Change in Control		38
Equity Compensation Plan Information		41
CEO Pay Ratio		41
Pay Versus Performance		42
Compensation of Directors		44
Non-Employee Director Retainer Fees and Equity Compensation Information		44
Non-Employee Director Compensation Table for 2024		45
Proposal No. 3	Ratification of Selection of Independent Registered Public Accounting Firm	46
Principal Accountant Fees and Services		46
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors		46
Report of the Audit Committee		47
Proposal No. 4	Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law.	48
Proposal No. 5	Stockholder Proposal to Permit Stockholder Action by Written Consent	5 0
Stock Ownership Information		53
Security Ownership of Certain Beneficial Owners and Management		53
Delinquent Section 16(a) Reports		54
Stock Ownership Policies		54
Information About the Meeting		55
Voting Rights		55
Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals		55
Adjournment of Annual Meeting		56
Expenses of Soliciting Proxies		56
Internet and Telephone Voting		56
Revocability of Proxies		56
Householding		56
Other Information		57
Stockholder Proposals and Nominations for the 202 6 Annual Meeting of Stockholders		57
Other Business		58
Communicating with Verisign		58
Appendix A		A -1



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2025: The 2025 Proxy Statement, together with the 2024 Annual Report, are available at www.edocumentview.com/vrsn.



$1.56 billion Revenue 4.3% increase compared to 2023	$1.06 billion Operating Income 5.7% increase compared to 2023	169.0 million .com and .net Domain Name Registrations in Domain Name Base at End of 2024 2.1% decrease from December 31, 2023	37.4 million New Domain Name Registrations Processed for .com and .net in 2024 compared to 39.4 million in 2023


We are stewards of the internet and our Company Billions of people and a significant portion of the world’s economy rely on the internet infrastructure we help to manage and operate. As stewards of the internet and our Company, we work to ensure every decision and action preserves the trust people place in us and creates value for our stockholders. We are passionate about technology and continuous improvement We embrace new technologies, ideas, and the potential they promise. We also challenge past assumptions and do not accept that what works today will work tomorrow. This enables us to continue building, sustaining, and improving on the internet’s infrastructure.						We respect others and exhibit integrity in our actions The internet has made the world a smaller place, so the way we do business is more important now than ever. That’s why we demonstrate respect and integrity in all of our interactions with our stakeholders — customers, stockholders, business partners, internet users, and each other. We take responsibility for our actions and hold ourselves to a higher standard We understand that the role we play in supporting the global internet is a privilege and with that privilege comes great responsibility. We appreciate that our decisions and actions have consequences far beyond our own Company. Therefore, we hold ourselves to a higher standard in all we do.


We protect unconditionally.			We grow responsibly.			We manage continuously.


			FOR			The Board recommends a vote FOR each director nominee.			See page 10


Board Composition						•7 out of 8 of our continuing directors are independent. •3 out of 8 of our continuing directors are women.
						•2 directors self-identify as being from underrepresented communities
Annual Election of Directors						•All directors are elected annually.
Majority Voting Standard						•To be elected in uncontested elections, each nominee for director must receive a majority of the votes cast.
Lead Independent Director						•We have a lead independent director with robust responsibilities.
Board Committees						•We have an Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee, each of which is composed entirely of independent directors. •We have a Cybersecurity Committee to assist the Board with its oversight of the Company’s cybersecurity program and risks.
Stockholder Rights						•Stockholders have proxy access rights. •Stockholders owning together as few as 10% of outstanding common stock may call a special meeting of stockholders.
Single Voting Class						•Our common stock is the only class of voting shares outstanding.
One Share, One Vote						•Each share of our common stock is entitled to one vote.
Annual Board Leadership Evaluation						•The Board evaluates the Board leadership structure annually.
Annual Self-Evaluations						•The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
No “Poison Pill”						•We do not have a stockholder rights plan, or “poison pill,” in place.
Annual Auditor Ratification						•Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually.
Stock Retention Policy						•Directors and executives are subject to a stock retention policy.
Political Contributions						•In response to stockholder feedback, we adopted our Political Contributions Policy, which formally established our general prohibition against direct political contributions by the Company to candidates, political parties, campaign committees, and political action committees.


			FOR			The Board recommends a vote FOR this proposal.			See page 24


Pay for Performance Alignment						•For the CEO, 93% of targeted total compensation is performance-based.
						•For other NEOs, 88% of targeted total compensation on average is performance-based.
Compensation Governance Practices and Policies						•Annual Benchmarking of Executive Compensation
						•Independent Compensation Consultant
						•Annual Say-on-Pay Vote
						•Stock Ownership Requirements
						•Clawback Policy
						•Forfeiture Provisions
						•Annual Compensation Risk Assessment
Responsible Pay Practices						•No Employment Contracts
						•No Single Trigger Benefits Upon a Change-in-Control
						•No Tax Gross-Ups Upon a Change-in-Control
						•No Special Pension or Retirement Plans
						•No Significant Perquisites


			FOR			The Board recommends a vote FOR this proposal.			See page 46


	2024 FEES		2023 FEES
Audit fees(1)	$	1,815,735	$	2,021,283
Audit-related fees	—		—
Tax fees	—		—
All other fees(2)	18,000		18,000
Total fees	$	1,833,735	$	2,039,283


NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT


2			VeriSign, Inc.


4			VeriSign, Inc.


6			VeriSign, Inc.


			FOR			The Board recommends a vote FOR this proposal.			See page 48


			AGAINST			The Board recommends a vote AGAINST this proposal.			See page 50


			FOR			The Board recommends a vote FOR the election of each of the foregoing director nominees.



Courtney D. Armstrong INDEPENDENT
Age: 54						Committees: Audit and Compensation



Yehuda Ari Buchalter INDEPENDENT
Age: 53						Committees: Cybersecurity (Chair) and Corporate Governance and Nominating



Thomas F. Frist III INDEPENDENT
Age: 57						Committees: Compensation (Chair) and Corporate Governance and Nominating



Jamie S. Gorelick INDEPENDENT
Age: 74						Committees: Corporate Governance and Nominating (Chair) and Compensation



Timothy Tomlinson LEAD INDEPENDENT DIRECTOR
Age: 75						Committees: Audit (Chair) and Cybersecurity


Responsibilities of Chairman of the Board and Lead Independent Director
CHAIRMAN OF THE BOARD									Presides at meetings of the Board, and, unless another person is designated, meetings of stockholders
									Oversees the management, development and functioning of the Board
									Plans and organizes the schedule of board meetings and establishes the agendas for Board meetings
RESPONSIBILITIES OF LEAD INDEPENDENT DIRECTOR									Presides at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors
									Serves as a liaison between the Chairman and independent directors
									Works with the Chairman to facilitate timely and appropriate information flow to the Board
									Authorized to call meetings and executive sessions of the independent directors
									Meets with significant stockholders, as appropriate
									Approves agendas and schedules for meetings of the board to ensure there is sufficient time for discussion
									Solicits comments and feedback from each director on the operation of the Board and its committees for areas of improvement


AUDIT COMMITTEE
Members			Principal Responsibilities
Timothy Tomlinson (Chairperson) Courtney D. Armstrong Kathleen A. Cote Debra W. McCann Meetings in 2024: 5			The Board has established an Audit Committee to: •oversee the accounting and financial reporting processes at the Company, internal control over financial reporting, audits of the Company’s financial statements, the qualifications of the Company’s independent registered public accounting firm, and the performance of the Company’s internal audit department and the independent registered public accounting firm; •be responsible for the appointment (subject to stockholder ratification), compensation, and retention of the independent registered public accounting firm, which reports directly to the Audit Committee; •oversee the Company’s processes to manage business and financial risk, and compliance with significant applicable legal and regulatory requirements; and •oversee the Company’s ethics and compliance program. Independence Each member of the Audit Committee meets the independence criteria of The Nasdaq Stock Market’s and the SEC’s rules. Each Audit Committee member meets The Nasdaq Stock Market’s financial knowledge requirements, and the Board has determined that the Audit Committee has at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities as required by Rule 5605(c)(2) of The Nasdaq Stock Market. Our Board has determined that each member of the Audit Committee is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Charter The Audit Committee operates pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and The Nasdaq Stock Market. The Audit Committee’s charter is available on our Investor Relations website at https://investor.verisign.com/corporate-governance.


COMPENSATION COMMITTEE
Members			Principal Responsibilities
Thomas F. Frist III (Chairperson) Courtney D. Armstrong Jamie S. Gorelick Meetings in 2024: 5			The Board has established a Compensation Committee to: •discharge the Board’s responsibilities with respect to all forms of compensation of the Company’s directors and employees, including executive officers; •administer the Company’s equity incentive plans; •oversee the Company’s overall compensation philosophy and approve and evaluate executive officer compensation arrangements, plans, policies, and programs; and •oversee the Company’s human capital matters, including a review of various workforce metrics, such as employee engagement, workforce demographics, hiring, turnover, and promotion rates. Independence Each Compensation Committee member has been determined to be an “independent director” under the rules of The Nasdaq Stock Market for compensation committee members and a “non-employee director” pursuant to Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Charter The Compensation Committee operates pursuant to a written charter. The Compensation Committee’s charter is available on our Investor Relations website at https://investor.verisign.com/corporate-governance. For further information regarding the role of management and the independent compensation consultant in setting executive compensation, see “Executive Compensation—Compensation Discussion and Analysis” elsewhere in this Proxy Statement.


CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Members			Principal Responsibilities
Jamie S. Gorelick (Chairperson) Yehuda Ari Buchalter Thomas F. Frist III Meetings in 2024: 4			The Board has established a Corporate Governance and Nominating Committee to: •recruit, evaluate, and nominate candidates for appointment or election to serve as members of the Board; •recommend nominees for committees of the Board; •assess contributions and independence of incumbent directors; •review and make recommendations regarding the Board’s leadership structure; •develop the Board’s CEO succession planning and evaluation process and oversee succession planning for positions held by senior management; •recommend changes to corporate governance principles and committee charters and periodically review and assess the adequacy of these documents; •oversee the Company’s Corporate Stewardship and Responsibility initiatives; and •review annually the performance of the Board. Independence Each Corporate Governance and Nominating Committee member has been determined by the Board to be an “independent director” under the rules of The Nasdaq Stock Market. Charter The Corporate Governance and Nominating Committee operates pursuant to a written charter. The Corporate Governance and Nominating Committee’s charter is available on our Investor Relations website at https://investor.verisign.com/corporate-governance.


CYBERSECURITY COMMITTEE
Members			Principal Responsibilities
Yehuda Ari Buchalter (Chairperson) D. James Bidzos Roger H. Moore Timothy Tomlinson Meetings in 2024: 4			The Board has established a Cybersecurity Committee to: •assist the Board with its oversight of the Company’s cybersecurity program and risks •oversee the effectiveness of the cybersecurity program; •review the Company’s adoption and implementation of systems, controls and procedures designed to prevent, detect and respond to cyber-attacks or security breaches involving the Company; •review the activities of management’s Safety and Security Council; •review the effectiveness of information security incident response, business continuity, and disaster recovery plans, including escalation protocols; •review the Company’s compliance with applicable global data protection and security regulations and the Company’s adoption and implementation of systems, controls and procedures designed to comply with such regulations; •review the budget and resources allocated for the cybersecurity program; and •review the cybersecurity insurance program. Independence Each member of the Cybersecurity Committee other than Mr. Bidzos has been determined by the Board to be an “independent director” under the rules of The Nasdaq Stock Market. Charter The Cybersecurity Committee operates pursuant to a written charter. The Cybersecurity Committee’s charter is available on our Investor Relations website at https://investor.verisign.com/corporate-governance.



2024 MEETING ACTIVITY

BOARD			COMMITTEES
6 MEETINGS			18 MEETINGS COLLECTIVELY
ATTENDANCE
During 2024, no director attended fewer than 90% of the aggregate of (i) the total number of meetings held by the Board and (ii) the total number of meetings held by all committees on which he or she served.


			FOR			The Board recommends a vote FOR the foregoing resolution.


OBJECTIVE						PROGRAM ELEMENT
Attract and retain talented executives						Provide a competitive level of total target compensation (base salary, bonus, and long-term incentive).
Promote a pay for performance philosophy based on both Company performance and individual contributions						Provide a compensation program that emphasizes incentives that are tied to annual and long-term financial and strategic goals. In addition, we may modify NEOs’ annual incentive bonus up (subject to specified limitations) or down based on individual performance to more closely align NEOs’ compensation with their contributions.
Align the interests of our executives with our stockholders						Provide a significant portion of compensation aligned to the long-term value of our stock, including performance-based stock awards with vesting measured in part based on Total Shareholder Return (“TSR”). In addition, require NEOs to meet stock ownership guidelines and maintain compliance with stock ownership guidelines until six months after termination of employment.



			Other key features of our current executive compensation program: •No employment contracts. •Change in control agreements contain a double trigger and do not provide for tax gross-ups. •No special pension plans, special retirement plans, or other significant perquisites for NEOs. •Same benefit programs as all other employees. •A clawback policy applicable to our Section 16 Officers that provides for the recoupment of certain incentive compensation (both annual and long-term incentives) in the event of an accounting restatement. •Forfeiture provisions in our equity awards such that unvested awards are generally forfeited upon a termination of employment (subject to limited exceptions for death, disability, and certain terminations related to a change in control). •An insider trading policy that prohibits any employee or director from shorting, hedging, or pledging our stock.


NAME	2023 BASE SALARY	2024 BASE SALARY
D. James Bidzos	$950,000	$950,000
Todd B. Strubbe	$590,000	$590,000
George E. Kilguss, III	$555,000	$555,000
Danny R. McPherson	$555,000	$555,000
Thomas C. Indelicarto	$555,000	$555,000


NEOS						2024 BONUS TARGET AS A % OF BASE SALARY
D. James Bidzos						150%
Todd B. Strubbe						100%
George E. Kilguss, III						100%
Danny R. McPherson						100%
Thomas Indelicarto						100%


NAME	2024 BASE SALARY	BONUS TARGET AS A % OF BASE SALARY	2024 ACTUAL BONUS PAYMENT
			FUNDING MULTIPLIER AS A % OF TARGET		ACTUAL PAYOUT AS A % OF TARGET		ACTUAL PAYOUT AMOUNT
D. James Bidzos	$950,000	150%	96.3	%	96.3	%	$1,372,275
Todd B. Strubbe1	$590,000	100%	—		—		—
George E. Kilguss, III	$555,000	100%	96.3	%	96.3	%	$534,465
Danny R. McPherson	$555,000	100%	96.3	%	96.3	%	$534,465
Thomas C. Indelicarto	$555,000	100%	96.3	%	96.3	%	$534,465