📄 What This Document Is 📋

This is a Proxy Statement (Form DEF 14A). In simple terms, this document is the company’s formal instruction manual for its annual meeting of stockholders. 📖 It’s a highly detailed report that tells shareholders exactly what they will be asked to vote on, who the board members are, and what governance rules the company operates under.

Since the purpose of the proxy statement is to guide shareholders on voting, you won't find operational financial numbers here. Instead, you will find information on the company’s leadership, its governance structure, and the specific votes required to run the company into the next fiscal year.

👉 Key Takeaway: This statement is designed for shareholders to understand the 'people' and the 'process' of Qualys, Inc., rather than its day-to-day sales or profits.

🌐 Qualys: Corporate Background 🏰

While this document is heavily focused on governance, we know that Qualys, Inc. is a technology company dedicated to providing security solutions. The proxy statement doesn't detail its product lines, but its existence and formal corporate structure demonstrate that the company is large enough to require a complex, structured process for electing directors and approving governance matters.

The company is based at 919 East Hillsdale Boulevard, 4th Floor, Foster City, California 94404. 👉 Significance: The thoroughness of this governance filing signals a mature, large-cap public company that is highly aware of its fiduciary duties to its shareholders.

🧑‍🤝‍🧑 Board & Governance Structure 🏛️

The board of directors is the group of people responsible for overseeing the company's management and strategy. Qualys’ board is composed of seven members, with six considered "independent" under Nasdaq rules, which is a strong sign of good corporate governance.

The board is divided into three staggered classes (Class I, Class II, and Class III). This staggered structure means that not all directors are up for election every year, which can sometimes delay or prevent changes in corporate control.

👉 Key Process: At the annual meeting, stockholders will only vote to elect the three Class II directors, who will serve until the 2029 annual meeting.

👨‍⚖️ The Committees and Their Roles 📋

To properly oversee a company, the board delegates specialized tasks to standing committees. The proxy statement details three key committees, each with specific responsibilities to protect shareholder interests and ensure compliance.

• Audit and Risk Committee: This committee's primary job is to oversee financial reporting, including selecting the independent accounting firm. They also review risks related to cyber security, data privacy, and internal controls.
• Compensation and Talent Committee: This committee is responsible for reviewing and recommending compensation packages for all executive officers and non-employee directors.
• Nominating and Governance Committee: This committee handles finding, recommending, and evaluating candidates for new board directors, as well as overseeing general governance practices (like ESG).

💼 Director Experience and Qualifications 🧑‍🎓

The board members have extensive experience across the technology and government sectors. The committee structure ensures that expertise is spread across the board.

• Jeff Hank: Has deep experience with major tech companies, having served at Intuit, Inc. from 2002 to 2012. He has served as the Chair of the Board since January 2023.
• Bradford Brooks: Joined the board in October 2025. His background is highly impressive, including serving as CEO of Censys, Inc. and executive roles at DocuSign.
• Wendy Pfeiffer: Brings deep technical experience, having served as Chief Information Officer (CIO) at Nutanix, Inc., an enterprise cloud computing company.
• John Zangardi: Is a veteran in federal government IT, having served as CIO for the Department of Homeland Security and the Department of Defense.
• Thomas Berquist: Has a finance and accounting background, having served as CFO at TIBCO Software and Cloud Software Group.
• Kristi Rogers: Offers executive experience in both public and private companies, including service at Aegis Defense Services LLC.
• Sumedh Thakar: Serves as President and CEO, and has worked with the company since 2003.

👉 Why it Matters: The combination of deep financial expertise (Berquist, Hank), government/cyber experience (Zangardi, Rogers), and cloud/tech leadership (Pfeiffer, Brooks) gives the board a wide lens through which to manage risk.

💸 Non-Employee Director Compensation Structure 💰

The compensation program is structured to reward board service through both cash and stock awards. The Compensation and Talent Committee reviews this structure to ensure it remains competitive.

• Annual Retainer (Cash): Each non-employee director receives a cash retainer of $35,000 per year. The Board Chair gets an additional $50,000.
• Stock Awards (Equity): Directors receive an "Initial Award" (an intended value of $420,000) when joining, which vests over three years. They also receive an "Annual Award" (intended value of $250,000) on the anniversary of the annual meeting, vesting over one year.
• Committee Pay: Specific cash retainers are paid to committee chairs and members (e.g., the Audit and Risk Committee Chair gets $20,000).

👉 Detail Alert: If the director is an employee (like CEO Sumedh S. Thakar), the compensation is covered in a separate, more detailed section. This compensation is designed to align the director's interest with the long-term success of Qualys.

📝 Proposal 1: Electing Directors 🗳️

This is the core governance vote. The board is recommending voting "FOR" the election of three candidates: Bradford L. Brooks, Wendy M. Pfeiffer, and John A. Zangardi.

• Voting Requirement: To be elected, the nominees must receive a plurality of votes (the most votes cast), meaning they don't need a majority, but they need the most votes cast "for" them.
• Non-Vote Impact: If a shareholder votes "withhold" or if a broker/bank votes non-discretionarily, those votes do not count in favor of a nominee.
• Status Quo: The company retains its structure of three staggered classes, which means this vote does not elect all board members at once.

🏛️ Proposal 2: Ratifying the Auditor Appointment ✅

The Audit and Risk Committee recommends the stockholders ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Financials: Grant Thornton's audit fees have been reported as $1,885,268 for 2024 and $1,842,510 for 2025.
• Voting Requirement: Approval requires an affirmative vote of a majority of the shares present and entitled to vote.
• What to know: The committee's policy requires the pre-approval of all non-audit services (like tax services) to maintain independence, showing a commitment to transparency.

💰 Proposal 3: Say-on-Pay Vote 📢

This proposal, known as "Say-on-Pay," is an advisory and non-binding vote. It allows stockholders to express their views on the company's overall executive compensation philosophy.

• Recommendation: The board recommends voting "FOR" the approval of the named executive officer compensation.
• Implication: Although the vote doesn't legally bind the board or the Compensation Committee, the results signal investor sentiment. A significant vote against the compensation could prompt the committee to review and adjust executive pay structures.

✨ Proposal 4: Amending the Equity Plan 🕊️

The board is asking shareholders to approve an amendment and restatement of the 2012 Equity Incentive Plan. This change increases the total number of shares reserved for issuance under the plan by 1,089,000 shares.

• The Risk: The company states that without this approval, its ability to attract and retain necessary talent could be impaired, because they won't have enough shares available to grant equity awards.
• Current Status: As of March 31, 2026, 3,059,546 shares had been issued under the 2012 Plan, and 1,487,107 shares remained available for issuance.

⚠️ Corporate Governance Policies and Ethics 🛡️

Qualys outlines several rules designed to protect both the company and its shareholders. These include guidelines on how directors and officers must act, especially regarding personal investments.

• Insider Trading: The policy strictly prohibits directors and officers from engaging in activities like hedging (using derivatives) or pledging company securities as collateral.
• Stock Ownership Guidelines: To align interests, non-employee directors are required to own a minimum amount of stock. In October 2024, this was increased from a value of at least five times the Annual Retainer to a value of at least six times the Annual Retainer.

📅 Key Dates and Voting Instructions 🗳️

For any shareholder planning to vote, these dates and contacts are critical to ensure your vote counts.

• Annual Meeting Date: The meeting is online on Wednesday, June 10, 2026, at 11:00 a.m. Pacific Daylight Time.
• Record Date: Only stockholders of record as of April 14, 2026, are entitled to vote.
• Voting Deadline: Proxy cards must be received no later than June 9, 2026.
• How to Access: The meeting and voting are handled through the online portal: www.virtualshareholdermeeting.com/QLYS2026.
• Contact Info (Investor Relations): For questions about receiving materials or voting, contact the Corporate Secretary at 919 East Hillsdale Boulevard, 4th Floor, Foster City, California 94404, or email [email protected] or call (650) 801-6100.

🧠 The Analogy

Think of the board of directors as the captain’s crew on a large, complex ship (Qualys). The Proxy Statement is the captain’s detailed meeting agenda. Instead of discussing the ship’s cargo (the financials, which are in other reports), the agenda spends all its time discussing who the crew members are, what their job specialties are (the committees), and which rules they must follow to keep the ship legally sailing (governance policies).

🧩 Final Takeaway

This document is a governance playbook, not a financial report. The core message is that the company requires shareholder approval on basic structural elements—specifically, electing the next class of directors, ratifying the auditor, and maintaining its ability to issue stock through its incentive plan—to ensure stable, compliant operations.