The CEO's total reported compensation was approximately $15.9 million, and the proxy indicates the intended target was even higher at $17.4 million, which is a substantial package for a $3 billion market-cap technology company that has destroyed significant shareholder value. While the company met its internal operational targets (revenue up 10%, non-GAAP EPS up 15%, bonus paid at 117% of target), those metrics do not reflect the shareholder experience: QLYS stock fell 33.1% over three years while the XLK (Technology Select Sector SPDR ETF — the company's own specified benchmark) rose 119.0%, a gap of 152 percentage points. Under the policy's pay-for-performance alignment check, when variable and incentive pay is above benchmark and the stock underperforms the sector benchmark by more than 20 percentage points over three years, the incentive pay is not aligned with shareholder outcomes, warranting a AGAINST vote despite the strong prior-year support of 93%.

Grant Thornton performed only audit services in 2025 with zero non-audit fees, so the non-audit fee ratio of 0% is well within the 50% threshold; auditor tenure is approximately 21 years (since 2005), which is below the 25-year trigger; no material restatements were disclosed; and while Grant Thornton is not a Big 4 firm, Qualys at a $3B market cap is within the range where a large national firm like Grant Thornton is considered adequate, supporting a FOR vote.