Sector: Information Technology
A10 NETWORKS INC · Meeting: April 22, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and board chair since 2019; ATEN's 3-year total return of +45.8% beats the peer group median of -18.6% by +64.4 percentage points, well above the 50pp threshold required to trigger a No vote for strong positive TSR; no overboarding, attendance, or independence concerns.
Director since 2018 with strong M&A and technology finance credentials; ATEN's 3-year TSR outperforms peer median by +64.4pp, clearing the 50pp threshold needed to trigger a No vote; currently holds two public board seats (ATEN and IAC), below the four-seat overboarding limit; attended 100% of meetings.
Director since 2013 with deep private equity and communications technology experience; TSR trigger does not apply given ATEN's strong outperformance of its peer group; holds two public board seats (ATEN and MTSI), within limits; full attendance reported.
Lead independent director since 2021 with extensive technology investing and operating experience; ATEN's peer-relative TSR performance is strongly positive and does not trigger a No vote; the proxy addresses prior overboarding concerns with expanded disclosure, explaining that his BNED and UEIC board seats are integral to his CEO duties at Immersion rather than separate commitments; all meetings attended.
Director since June 2022 with relevant cybersecurity and cloud product expertise; joined fewer than 36 months ago and her tenure covers less than half of the relevant performance measurement period, providing mitigating context; TSR trigger does not fire in any case given ATEN's strong peer outperformance; no other flags identified.
All five nominees are recommended FOR. ATEN's 3-year total shareholder return of +45.8% outperforms its peer group median of -18.6% by +64.4 percentage points, comfortably exceeding the 50pp threshold required to trigger a No vote for companies with strong positive TSR. No director has overboarding, independence, attendance, or qualification concerns that would warrant a withhold vote.
CEO
Dhrupad Trivedi
Total Comp
$6,974,141
Prior Support
97%%
CEO total compensation of approximately $6.97 million is within a reasonable range for a technology company of ATEN's size ($1.5B market cap), with roughly 90% of the CEO's pay delivered as variable, at-risk compensation tied to performance — well above the 50-60% minimum the policy requires. The annual cash bonus paid out at 132% of target reflects genuine outperformance, with revenue growing 11% to $290.6 million and adjusted EBITDA margin of 29.6%, both exceeding plan targets. ATEN's 3-year total shareholder return of +45.8% significantly outperforms its peer group median of -18.6%, meaning above-benchmark incentive pay is justified by superior shareholder outcomes. The company also has a meaningful clawback policy in place, prohibits hedging and pledging, and received overwhelming 97% shareholder support on Say on Pay at the 2025 annual meeting.
Auditor
Grant Thornton LLP
Tenure
3 yrs
Audit Fees
$1,607,523
Non-Audit Fees
$160,500
Grant Thornton has served as ATEN's auditor since June 2023 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $160,500 represent roughly 10% of audit fees of $1,607,523, far below the 50% ratio that would trigger a No vote. The non-audit fees relate to a one-time comfort letter for a convertible debt financing, a routine transaction-related service. No material financial restatements are disclosed, and Grant Thornton is a large national firm appropriate for a $1.5B market cap technology company.
Meeting held April 22, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Tor R. Braham | 97.6% | 59.9M | 1.5M | ✓ Elected |
| Dana Wolf | 97.5% | 59.8M | 1.6M | ✓ Elected |
| Dhrupad Trivedi | 95.8% | 58.7M | 2.6M | ✓ Elected |
| Peter Y. Chung | 83.0% | 50.9M | 10.5M | ✓ Elected |
| Eric Singer | 47.7% | 29.2M | 32.1M | ✓ Elected |
Say on Pay
For 44.6M · Against 15.8M · Abstain 962,107
Auditor Ratification
For 66.3M · Against 39,444 · Abstain 24,373
Other Proposals
Proposal 3
Non-binding advisory vote to approve the frequency of holding future advisory votes on executive compensation
This is a straightforward annual meeting ballot with no contested elections, no stockholder proposals, and no significant governance red flags. All four voting proposals — director elections, say on pay, auditor ratification, and say on frequency — are recommended FOR, supported by strong stock price outperformance versus peers, a well-structured performance-based pay program, a recently appointed auditor with clean fee ratios, and a director slate with relevant expertise and good attendance.
18 companies disclosed in 2026 proxy filing
