📝 🗓️ What This Document Is

This document is a proxy statement and notice for Radware’s 2026 Annual General Meeting of Shareholders (AGM). Think of it as a comprehensive packet that explains what votes shareholders need to cast and why. 🗳️

The primary goal is to inform the owners of the company about key decisions regarding the board, the CEO's pay, and the company's auditors. The material dates are important:

• Record Date: Shareholders must be of record by the close of business on April 21, 2026, to vote.
• AGM Date: The meeting is scheduled for Monday, May 25, 2026, at 9:00 a.m. (EST). 👉 Why it matters: Attending or submitting a proxy vote is critical to ensure your voice is counted and that the company's leadership, auditors, and strategy are ratified by the shareholder base.

🏢 🌐 What Radware Does

Radware is a global technology company specializing in cyber security and application delivery solutions. In simple terms, they build sophisticated protective layers that keep digital services running smoothly for massive corporations. 🛡️

The company’s solutions secure the entire digital experience, covering:

• Scope: Physical, cloud, and software-defined data centers.
• Protection: They provide infrastructure, application, and corporate IT protection, alongside availability services.
• Customers: Their solutions are used by enterprises, global carriers, and cloud service providers worldwide. 👉 Why it matters: Radware aims to help large clients adapt quickly to market challenges, maintain business continuity, and maximize productivity while keeping costs low.

💰 📈 2025 Financial Highlights

While this document focuses heavily on votes, it does highlight the company's financial health by presenting key figures for the year ended December 31, 2025. These numbers show strong growth trends in their cloud services. 💹

Here are the financial takeaways:

• Total Revenue: Reached $301.9 million, marking a 10% increase year-over-year.
• Cloud ARR (Annual Recurring Revenue): This metric was a standout, hitting $95.2 million, which is a substantial 23% increase year-over-year.
• Subscription Revenue: The Compound Annual Growth Rate (CAGR) for the last six years stood at an impressive 19%.
• Operating Income: Non-GAAP operating income increased year-over-year by 48%, reaching $39.6 million.
• Cash Flow: The company recorded positive cash flow from operations of $50.1 million. 👉 Why it matters: The massive growth in Cloud ARR is a key signal. It suggests that Radware's business model is successfully shifting toward predictable, recurring subscription revenue, which investors highly value.

🗳️ 💼 Annual General Meeting Proposals

The AGM requires shareholders to vote on three main proposals, all of which the Board recommends voting FOR. These proposals guide the future governance and incentive structure of the company.

🎯 Proposal 1: Electing Directors

The company seeks approval to elect three new individuals to the Board of Directors, who will serve until the 2029 AGM. The nominees are:

• Mr. Stanley Stern
• Mr. Israel Mazin
• Mr. Alex Pinchev 👉 Why it matters: Electing new directors ensures the board has diverse talent and appropriate expertise to guide the company's strategy and protect shareholder interests moving forward.

🤵 Proposal 2: CEO Compensation and Annual Bonus

This proposal is the most detailed, covering both the annual bonus structure and the CEO's long-term equity grants. The Board is seeking approval to modify these terms. 💰

Key Compensation Modifications

The proposed changes aim to align the CEO’s pay more closely with the company’s shift to a cloud-first model.

• Annual Bonus Structure: The current bonus metrics are being modified to place a much higher emphasis on predictable cloud growth.
  • Cloud ARR: This new metric will account for 25%–40% of the annual bonus, making it a core incentive.
  • Combined Importance: The total weight of both ARR and Cloud ARR metrics combined will range from 35% (minimum) to 60% (maximum) of the annual bonus.
  • Insight: This weighting strongly signals that the company's highest priority for sustainable, long-term value creation is reliable, recurring cloud revenue.

Proposed CEO Equity Grants (2026–2028)

The company proposes a new equity-based compensation program for Mr. Roy Zisapel for the years 2026, 2027, and 2028.

• Total Grant Value: For each of the three years, the total grant value will be $6.0 million.
• Grant Components: The grant is structured into three parts:
  1. PSUs1 (Performance-Based RSUs): Account for 55% of the total grant value. These vest based on the company's Relative Total Shareholder Return (TSR) compared to the Nasdaq CTA Cybersecurity Index (the market benchmark).
  2. PSUs2 (Price-Limit RSUs): Account for 30% of the total grant value. These vest based on the average closing price of the stock (NASDAQ) during the Measurement Period (between the 2026 AGM and Dec 31, 2028).
  3. PSOs (Performance-Based Share Options): Account for 15% of the total grant value. These also vest based on the share price (NASDAQ).
• The "Double-Trigger" Vesting: A key protection for the CEO is the "Double-trigger" vesting. This means that the full amount of the granted equity only vests if two things happen: 1) a Change of Control (merger or acquisition) occurs, AND 2) the CEO is terminated within 12 months of that change, either by the Company (unless for Cause) or by the CEO (for Good Reason). 👉 Why it matters: This complex structure ensures that the CEO is incentivized not only to perform well (performance metrics) but also to remain at the company through major corporate shifts (retention and Change of Control).

Board Recommendation Rationale

The Compensation Committee and Board believe this package is necessary due to:

• Retention Risk: The CEO's experience is critical, and the global talent market is highly competitive.
• Historical Compensation: Mr. Zisapel's salary and annual bonus amounts have not been substantially modified since July 2022.
• Benchmarking: Consulting with a "Benchmarking Firm," the compensation level is deemed to be "within industry norms" for comparable global technology companies.

📜 Proposal 3: Re-appointment of Auditors

Shareholders are asked to approve the re-appointment of Kost Forer Gabbay & Kasierer, a member of the Ernst & Young (E&Y) Global firm, as the company's independent auditors. 👨‍💼

The vote also authorizes the Board to delegate the authority to the Audit Committee to fix the fees paid to the auditors, following requirements set by the U.S. Sarbanes-Oxley Act. 👉 Why it matters: Maintaining a strong, independent audit firm is crucial for ensuring the accuracy and integrity of the financial statements presented to the public.

📊 💼 Company Governance & Ownership Details

This section details who owns the stock and how executive compensation is structured and governed. These are the structural elements that define shareholder power and board accountability.

Stock Ownership Highlights

As of April 5, 2026, the company had issued and outstanding 42,082,490 ordinary shares (excluding treasury shares). Major institutional and personal shareholders include:

• Senvest Management, LLC (9.78%)
• Artisan Partners (7.44%)
• Nava Zisapel (6.89%)
• Legal & General Group Plc (6.73%)
• Morgan Stanley (6.20%) 👉 Why it matters: These figures show that institutional investors and major private parties hold significant, concentrated interests, providing stability but also indicating who holds considerable voting power.

Compensation Expense Trend

The cost of compensation (salaries, fees, bonuses) for all directors and officers as a group shows a planned increase:

• 2024: Total cost was $3,559 million (in thousands).
• 2025: Total cost is projected to be $4,367 million (in thousands).
• Trend: This increase reflects the higher costs associated with retaining and compensating top talent globally.

Dilution Risk Metrics (Overhang and Burn Rate)

The Board provided analysis on potential dilution, which affects every shareholder's ownership percentage.

• Burn Rate: This metric measures the annual compensation awards granted relative to outstanding shares. The average burn rate for the last three years was 3.7% (2023-2025).
• Total Overhang: This measures the total number of equity awards (granted and yet to be granted) against outstanding shares. The total overhang was 14.4% in 2024. 👉 Why it matters: Dilution is the reduction of a shareholder’s ownership percentage due to new shares being issued. Monitoring these metrics reassures investors that the company is managing its equity incentive plan responsibly.

📞 📅 Key Dates, Contacts, and Voting Information

This section provides the practical logistics necessary for shareholders to participate in the vote.

Meeting Logistics

• AGM Date: Monday, May 25, 2026.
• Record Date: April 21, 2026.
• Quorum Requirement: For the meeting to proceed, two or more shareholders must hold together ordinary shares conferring at least 35% of the voting power.

Voting Methods

Shareholders have multiple options to submit their vote, ensuring convenience:

• Internet: Via www.proxyvote.com (available until 11:59 p.m. EST on May 24, 2026).
• Telephone: Toll-free at 1-800-690-6903 (U.S. only).
• Mail: By marking, dating, signing, and returning the postage-paid proxy card.

Contact Information

For shareholder questions:

• Investor Relations: Yisca Erez, +972-72-3917211, [email protected].
• General Counsel (for complex voting questions): +972-72-391-7045, [email protected].

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🧠 The Analogy

Think of the Annual General Meeting (AGM) like a company’s annual "vet checkup." The shareholders are the owners giving their permission (their vote) for the doctor (the Board) to keep doing what they’re doing. 🩺

In this case, the doctors are checking the heart rate (financial health), approving the pay package for the head specialist (CEO compensation), and confirming the lab testing protocols (auditors). The detailed proposal for the CEO’s pay package—with all its performance-based hurdles—is like a sophisticated performance contract: "You get paid a huge bonus only if the company’s growth in cloud services is spectacular and the stock price also performs against our global competitors."

🧩 Final Takeaway

Radware is emphasizing its successful pivot to cloud services, which is reflected in its financial growth and the core incentive structure proposed for its CEO. Shareholders must vote to approve the proposed management compensation package to support this strategic move toward predictable, recurring revenue.