Document

DEF 14A 1 a2022definitiveproxystatem.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


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

VeriSign, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


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

Table of Contents


NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

Table of Contents

VeriSign, Inc.

12061 Bluemont Way

Reston, Virginia 20190

April 12, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,” “our,” “us,” or the “Company”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 26, 2022, at 10:00 a.m., Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2021 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.

Thank you for your continued support of the Company.


Sincerely,

/s/ D. James Bidzos
D. James Bidzos

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

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Notice of 2022 Annual Meeting of Stockholders

Date and Time

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes:

May 26, 2022 (Thursday) 10:00 a.m. (Eastern Time)

PROPOSALS

BOARD VOTE

RECOMMENDATION

FOR FURTHER

DETAILS

Election of Eight Directors Named in the Proxy Statement

FOR

each director nominee

Page 11

Location

The Annual Meeting will be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190.

Advisory Vote to Approve Executive Compensation

FOR

Page 28

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2022

FOR

Page 47

Stockholder Proposal Regarding an Amendment to our Special Stockholder Meeting Right

AGAINST

Page 49

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2022 Meeting for 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary. In addition, the list of stockholders of record will also be available during the Annual Meeting.

Reston, Virginia

April 12, 2022

By Order of the Board of Directors,

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Secretary

Who Can Vote

Only stockholders of record at the close of business on April 1, 2022, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.


			2022 Proxy Statement			1

Table of Contents

Notice of 2022 Annual Meeting of Stockholders

How to Vote

Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” in the Proxy Statement, or alternatively, if you have received paper copies of proxy materials, complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting.



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



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 26, 2022: The 2022 Proxy Statement, together with the 2021 Annual Report, are available at www.edocumentview.com/vrsn.

A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 12, 2022.


2			VeriSign, Inc.

Table of Contents


Notice of 202 2 Annual Meeting of Stockholders		1
Verisign’s Mission, Values, and Strategic Framework		4
202 1 Highlights		5
202 1 Business Highlights		5
Responding to COVID-19 and Committing to Responsible Corporate Citizenship		5
Voting Roadmap		6
Proposal 1	Election of Directors	11
Independence, Skills, Experience and Diversity		11
Director Nominees		13
Corporate Governance		17
Board Structure and Operations		17
Board Responsibilities		21
Other Governance and Ethics Policies and Practices		23
Environmental, Social and Governance Highlights		25
Proposal 2	Advisory Vote to Approve Executive Compensation	28
Executive Compensation		29
Compensation Discussion and Analysis		29
Compensation Committee Report		37
Compensation Committee Interlocks and Insider Participation		37
Executive Compensation Tables		38
Summary Compensation Table		38
Grants of Plan-Based Awards in 2021		39
Outstanding Equity Awards at 202 1 Year-End		40
Stock Vested in 2021		41
Potential Payments Upon Termination or Change in Control		41
Equity Compensation Plan Information		44
CEO Pay Ratio		44
Compensation of Directors		45
Non-Employee Director Retainer Fees and Equity Compensation Information		45
Non-Employee Director Compensation Table for 2021		46
Proposal 3	Ratification of Selection of Independent Registered Public Accounting Firm	47
Principal Accountant Fees and Services		47
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors		47
Report of the Audit Committee		48
Proposal 4	Stockholder Proposal R egarding an Amendment to our Special Stockholder Meeting Right	49
Proponent’s Statement		49
Company Statement and Recommendation		50
Stock Ownership Information		52
Security Ownership of Certain Beneficial Owners and Management		52
Section 16(a) Beneficial Ownership Reporting Compliance		53
Stock Ownership Policies		53
Information About the Meeting		54
Voting Rights		54
Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals		55
Adjournment of Annual Meeting		55
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 3 Annual Meeting of Stockholders		57
Other Business		58
Communicating with Verisign		58

In this Proxy Statement, the terms “we,” “our,” “us,” “Verisign” or the “Company” refer to VeriSign, Inc.


			2022 Proxy Statement			3

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Verisign’s Mission, Values, and Strategic Framework

Our mission and values form Verisign’s DNA, the principles under which we perform our primary responsibility: helping to enable the security, stability, and resiliency of key internet infrastructure and services. With this DNA, we develop a strategic framework that guides our day-to-day operations. Every year, we develop our corporate goals to support this strategy, which are organized around three strategic framework principles: Protect Unconditionally, Grow Responsibly, and Manage Continuously.

Verisign’s Mission

Verisign enables the world to connect online with reliability and confidence, anytime, anywhere.

Verisign’s Values


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 shareholders. 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, shareholders, 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.

Verisign’s Strategic Framework


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


4			VeriSign, Inc.

Table of Contents

2021 Highlights

2021 Business Highlights



$1.33 billion Revenue ~5% increase compared to 2020	$867 million Operating Income ~5% increase compared to 2020	173.4 million .com and .net Domain Name Registrations in Domain Name Base at End of 2021 5% increase from December 31, 2020	44.6 million New Domain Name Registrations Processed for .com and .net in 2021 compared to 42.4 million in 2020

Responding to COVID-19 and Committing to Responsible Corporate Citizenship

2021 continued to bring unexpected and serious challenges to businesses worldwide. As the global pandemic continued to increase reliance on the internet, Verisign’s continued focus on our mission – enabling the world to connect online with reliability and confidence, anytime, anywhere – allowed us to continue to provide businesses and individuals with the transparent and reliable navigation services they depend on.

Prioritizing the Safety and Well-Being of Employees

Throughout the pandemic, the safety and well-being of our employees has remained a key focus. At the outset of the pandemic, we established a task force to monitor the pandemic and to actively protect our employees. Beginning in March 2020, we transitioned approximately 95% of our employees to a work-from-home status. To protect the health of our employees who work on site, we have implemented rigorous cleaning and safety protocols for our facilities. We adjusted employee leave and other policies with the intention of ensuring that our workforce had the flexibility it needed to manage personal challenges arising from the pandemic. We enhanced mental health resources available to our employees, and unique individual requirements are supported to the greatest degree possible. In addition, we have taken steps to provide our employees with the equipment and resources that they require to work remotely. Finally, we continue to reinforce our connection with our employees, through frequent leadership updates and regular management outreach.

Executing on Business Continuity Plans

We have continued to execute on business continuity plans for the uninterrupted continuation of our services, while most of our employees continue to work remotely. Verisign has maintained 100 percent operational accuracy and stability of the .com and .net domain name system for more than 24 years. This unparalleled achievement is due not only to the unwavering dedication of our team but, in 2021, also to our companywide commitments to mission and to employee safety.

Committing to Responsible Corporate Citizenship

Verisign is committed to responsible corporate citizenship. This commitment is reflected in our Environmental, Social and Governance objectives, and the work of Verisign Cares, our philanthropic and charitable program. We commissioned a cross-functional ESG task force to integrate our ESG and SEC reporting and align our ESG disclosures with external frameworks. We provided support to food banks, community needs, and to several organizations addressing COVID-19 impacts in India. We continued our focus on social injustice with contributions to the Equal Justice Initiative and Stop AAPI (Asian American Pacific Islander) Hate. In 2021, we not only strengthened our partnership with Virginia Ready but also entered into new partnerships with NPower, Byte Back, and Per Scholas. These organizations all work to re-skill individuals for in-demand jobs in high growth sectors such as our own, especially for those individuals whose jobs may have been displaced or lost due to COVID-19’s economic impact. Our direct 501(c)(3) charitable contributions in 2021 totaled $1.9 million.


			2022 Proxy Statement			5

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Voting Roadmap

The accompanying proxy is solicited on behalf of our Board of Directors (the “Board”) for use at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 26, 2022 at 10:00 a.m., Eastern Time.

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.


Proposal 1

Election of Directors


			FOR			The Board recommends a vote FOR each director nominee.			See page 11

Director Nominees

The following provides summary information about each director nominee.

COMMITTEE MEMBERSHIP

NAME

AGE

DIRECTOR
SINCE

AUDIT

COMPENSATION

CORPORATE
GOVERNANCE
AND
NOMINATING

CYBERSECURITY

D. James Bidzos

1995

Courtney D. Armstrong IND

2021

Yehuda Ari Buchalter IND

2019

Kathleen A. Cote IND

2008

Thomas F. Frist III IND

2015

Jamie S. Gorelick IND

2015

Roger H. Moore Lead Independent Director

2002

Timothy Tomlinson IND

2007

C – Chairperson M – Member IND – Independent


6			VeriSign, Inc.

Table of Contents

Voting Roadmap

Director Nominee Snapshot

Corporate Governance Highlights


Board Composition						•7 out of 8 directors are independent. •2 out of 8 directors are women.
Diversity						•2 self-identify as individuals from underrepresented communities (meaning, an individual who self-identifies as Black, African American, Hispanic, Latinx, Asian, Native American, Alaska Native, Native Hawaiian, or Pacific Islander, or who self-identifies as gay, lesbian, bisexual, or transgender).
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 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.


			2022 Proxy Statement			7

Table of Contents

Voting Roadmap


Proposal 2

Advisory Vote to Approve Executive Compensation


			FOR			The Board recommends a vote FOR this proposal.			See page 28

Compensation Framework

The chart below shows the three main elements of our executive compensation program (including the percentage that each element comprised in our CEO’s 2021 pay mix at target and our other NEOs’ 2021 average pay mix at target), our objectives for each element of compensation, and the factors we use to determine compensation amounts.

ELEMENT

OBJECTIVE

FACTORS

MEASURES

CEO

Other NEOs (Average)

Base Salary

(% of Pay Mix at Target)

Provide a guaranteed level of annual income in order to attract and retain our executive talent. Increases are not automatic or guaranteed.

•Job responsibilities and scope

•Experience

•Individual contributions

•Internal pay equity

CEO

Other NEOs (Average)

Annual Incentive Bonus

(% of Pay Mix at Target)

Provide a reward for achieving individual goals and the Company’s financial and strategic goals.

•Company performance

•Individual performance

•Revenue

•Operating margin

CEO

Other NEOs (Average)

Long-Term Incentive Compensation

(% of Pay Mix at Target)

Provide an award that both serves a retention purpose and incentivizes executives to manage the Company from the perspective of a stockholder.

•Importance of the executive to Company performance

•Individual contributions

•Future potential of the executive

•Value of executive’s vested and unvested outstanding equity awards

•Compound annual growth rate (CAGR) of operating income per share

•Total Shareholder Return (TSR)


8			VeriSign, Inc.

Table of Contents

Voting Roadmap

Executive Compensation Highlights

Our executive compensation program is designed to attract and retain the executive talent we need to maintain our high performance standards and grow our business for the future. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long-term performance goals, which in turn will create value for our stockholders. We made no significant changes to our overall approach to executive compensation for 2021.


Pay for Performance Alignment						•For the CEO, 91% of targeted total compensation is performance-based.
						•For other NEOs, 84% 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


			2022 Proxy Statement			9

Table of Contents

Voting Roadmap


Proposal 3

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2022


			FOR			The Board recommends a vote FOR this proposal.			See page 47

Principal Accountant Fees and Services

The following table presents fees billed for professional services rendered by KPMG LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2021 and December 31, 2020, and fees billed for other services provided by KPMG LLP, in each of the last two completed years.

2021 FEES

2020 FEES

Audit fees(1)

$1,986,852

$1,665,095

Audit-related fees

–

Tax fees(2)

–

$13,966

All other fees

–

Total fees

$1,986,852

$1,679,061

(1)Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on Form 10-K, the review of the interim financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements for those years.

(2)Tax fees consist principally of technical tax advice.


Proposal 4

Stockholder Proposal Regarding an Amendment to our Special Stockholder Meeting Right


			AGAINST			The Board recommends a vote AGAINST this stockholder proposal.			See page 49


10			VeriSign, Inc.

Table of Contents


Proposal 1

Election of Directors

The Board consists of eight directors. The terms of the current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting. The Board has nominated each of the current directors, D. James Bidzos; Courtney D. Armstrong; Yehuda Ari Buchalter; Kathleen A. Cote; Thomas F. Frist III; Jamie S. Gorelick; Roger H. Moore; and Timothy Tomlinson, for election at the Annual Meeting to serve until our 2023 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. Mr. Armstrong, who was appointed to the Board in June 2021, was recommended by a non-management director. Proxies cannot be voted for more than eight persons, which is the number of nominees.

Unless otherwise directed, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees, each of whom has consented to serve as a director if elected. In addition, if a proxy card is properly executed and returned but no direction is made, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees. If, at the time of the Annual Meeting, any of the nominees is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected.


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

Independence, Skills, Experience, and Diversity

Independence of Directors

As required under The Nasdaq Stock Market’s listing standards, a majority of the members of our Board must qualify as “independent directors,” as determined by the Board. The Board and the Corporate Governance and Nominating Committee consulted with our legal counsel to confirm that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of The Nasdaq Stock Market. Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and Verisign, our executive officers or our independent registered public accounting firm, our Board affirmatively determined on February 15, 2022 that seven out of the eight members of our Board are independent directors. Our independent directors are: Mr. Armstrong; Dr. Buchalter; Ms. Cote; Mr. Frist; Ms. Gorelick; Mr. Moore; and Mr. Tomlinson. Each member of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee is an independent director. Each member of the Cybersecurity Committee other than Mr. Bidzos is an independent director. Mr. Bidzos serves as Executive Chairman and Chief Executive Officer and thus is not considered an independent director. Louis A. Simpson, who served as a director until his death in January 2022, qualified as independent during his service on the Board.


			2022 Proxy Statement			11

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Proposal 1—Election of Directors

Skills, Experience, and Diversity

The chart below shows the range of skills and experience represented on the Board:

BIDZOS

ARMSTRONG

BUCHALTER

COTE

FRIST

GORELICK

MOORE

TOMLINSON

Accounting, Corporate Finance, and Capital Management

Corporate Governance and Ethics

Executive Experience

International/Global Experience

Government and Public Policy

Legal and Regulatory

Other Public Company Board Experience

Risk Management

Strategic Planning and Oversight

Technology and Cybersecurity

BOARD DIVERSITY MATRIX

The table below provides certain highlights of the composition of our Board members and nominees as of April 1, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Total Number of Directors

Female

Male

Gender Identity

Directors

Demographic Background*

African American or Black

Alaska Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

* As demonstrated by the Board’s adoption of the “Rooney Rule” as part of its director recruitment policies, the Board is committed to including female and racially/ethnically diverse candidates in the pool in new director searches.


12			VeriSign, Inc.

Table of Contents

Proposal 1—Election of Directors

Director Nominees

Set forth below is certain information relating to our director nominees, including details on each director nominee’s specific experience, qualifications, attributes, or skills that led the Board to conclude that the person should be nominated for election as a director for another term.



D. James Bidzos
Age: 67						Committees: Cybersecurity

Background

Mr. Bidzos has served as Executive Chairman since August 2009 and Chief Executive Officer since August 2011. He served as President from August 2011 to February 2020, Executive Chairman and Chief Executive Officer on an interim basis from June 2008 to August 2009, and President from June 2008 to January 2009. He served as Chairman of the Board since August 2007 and from April 1995 to December 2001. He served as Vice Chairman of the Board from December 2001 to August 2007. Mr. Bidzos served as a director of VeriSign Japan K.K. from March 2008 to August 2010 and served as Representative Director of VeriSign Japan K.K. from March 2008 to September 2008. Mr. Bidzos served as Vice Chairman of RSA Security Inc., an internet identity and access management solution provider, from March 1999 to May 2002, and Executive Vice President from July 1996 to February 1999. Prior to that, he served as President and Chief Executive Officer of RSA Data Security, Inc. from 1986 to February 1999.

Qualifications

Mr. Bidzos is a business executive with significant expertise in the technology that is central to the Company’s business. Mr. Bidzos is an internet and security industry pioneer who understands the strategic technology trends in markets that are important to the Company. Mr. Bidzos was a founder of the Company and has been either Chairman or Vice Chairman of the Company’s Board since the Company’s founding in April 1995, providing him with valuable insight and institutional knowledge of the Company’s history and development. Mr. Bidzos has prior experience on our Compensation Committee and our Corporate Governance and Nominating Committee and as a member of many other public-company boards. Mr. Bidzos’ years of board-level experience contribute important knowledge and insight to the Board. Additionally, Mr. Bidzos’ executive-level experience includes many years as a Chief Executive Officer, providing him with a perspective that the Board values. Mr. Bidzos also has international business experience from his service as a director of VeriSign Japan K.K.



Courtney D. Armstrong IND
Age: 51						Committees: Corporate Governance and Nominating

Background

Courtney D. Armstrong has served as a director since June 2021. Mr. Armstrong is currently President of Business Affairs and Administration at Paramount Pictures, a position he has held since October 2021. From April 2014 to October 2021, Mr. Armstrong served as Executive Vice President, Worldwide Business Affairs of Warner Bros. Pictures, where he oversaw all day-to-day business and legal aspects of worldwide film acquisition, development, production and initial distribution for the studio, including supervising the negotiations of key deals with filmmakers and talent. He joined Warner Bros. Pictures in 2003 as a Director of Business Affairs and was promoted to Vice President in 2004 and Senior Vice President in 2007. Before joining Warner Bros. Pictures, Mr. Armstrong spent three years at Walt Disney Pictures as an attorney in the Business and Legal Affairs department of the Motion Picture Group. Prior to that, Mr. Armstrong began his career as a litigation associate on the entertainment litigation team at the Los Angeles-based law firm Paul Hastings LLP. Mr. Armstrong is a graduate of the Northwestern Pritzker School of Law and holds an M.B.A. degree from the Kellogg School of Management. He received his undergraduate degree in Mechanical Engineering from Northwestern University.

Qualifications

Mr. Armstrong is a business executive with significant expertise in business and legal matters. Mr. Armstrong’s expertise as a business executive includes sales and marketing, financial management, contract negotiation, and distribution, providing him with a perspective that the Board values.


			2022 Proxy Statement			13

Table of Contents

Proposal 1—Election of Directors



Yehuda Ari Buchalter IND
Age: 50						Committees: Corporate Governance and Nominating, Cybersecurity

Background

Dr. Buchalter has served as a director since July 2019. Dr. Buchalter is the Chief Executive Officer of Place Exchange, Inc., a technology company in the digital advertising space, a position he has held since July 2021. From May 2017 to July 2021, Dr. Buchalter served as the Chief Executive Officer of Intersection Holdings, LLC (“Intersection”), a leading smart cities media and technology company. At Intersection, Dr. Buchalter led the Infosec Leadership Team, which was responsible for overseeing the company’s security and risk management issues, including data security and privacy issues. From July 2008 to January 2017, Dr. Buchalter served as the Chief Operating Officer and then President of MediaMath, a leading programmatic advertising technology platform. From January 2005 to April 2008, Dr. Buchalter was a Senior Partner at the marketing consultancy and agency Rosetta, where he led the Digital Media & Technology vertical. Prior to that, Dr. Buchalter was an Associate Principal in McKinsey & Company’s Media & Technology practice and a founding member of their Innovation practice. Dr. Buchalter holds a B.S. in Physics from Stanford University, a Ph.D. in Astronomy from Columbia University, and was a postdoctoral fellow in Theoretical Astrophysics at the California Institute of Technology.

Qualifications

Dr. Buchalter is a business executive with significant experience building and leading technology companies. Dr. Buchalter’s expertise as a business executive includes business administration, sales and marketing, product development, engineering, and operations, providing him with a perspective that the Board values.



Kathleen A. Cote IND
Age: 73						Committees: Audit, Corporate Governance and Nominating (Chair)

Background

Ms. Cote has served as a director since February 2008. From May 2001 to June 2003, Ms. Cote served as Chief Executive Officer of Worldport Communications, Inc., a provider of internet managed services. From September 1998 to May 2001, she served as Founder and President of Seagrass Partners, a consulting firm specializing in providing strategic planning, business, operational, and management support for startup and mid-sized technology companies. Prior to that, she served as President and Chief Executive Officer of Computervision Corporation, a supplier of desktop and enterprise, client server and web-based product development, and data management software and services. Ms. Cote served as a director of Western Digital Corporation from January 2001 to November 2021. Ms. Cote holds an Honorary Doctorate from the University of Massachusetts, an M.B.A. degree from Babson College, and a B.A. degree from the University of Massachusetts, Amherst.

Qualifications

Ms. Cote is a business executive with significant expertise overseeing global companies in technology and operations in the areas of systems integration, networks, hardware, and software, including web-based applications and internet services. Ms. Cote’s expertise in technology and operations is directly relevant to the Company’s business. Ms. Cote’s expertise as a business executive also includes sales and marketing, product development, strategic planning, and international experience, which contributes important expertise to the Board in those areas of business administration. Ms. Cote’s financial and accounting skills qualify her as an audit committee financial expert. In addition to Ms. Cote’s tenure as a director of the Company, Ms. Cote has served on several other boards of directors, including service on the audit and corporate governance committees of those boards as well as serving as the lead independent director, providing her with valuable board-level experience. Ms. Cote’s executive-level experience includes experience as a Chief Executive Officer, providing her with a perspective that the Board values.


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Proposal 1—Election of Directors



Thomas F. Frist III IND
Age: 54						Committees: Compensation (Chair), Corporate Governance and Nominating

Background

Mr. Frist has served as a director since December 2015. Since April 2019, Mr. Frist has served as Chairman of the Board of Directors of HCA Healthcare, Inc. where he has served as a director since 2006. Mr. Frist is the Founder and Managing Principal of Frist Capital, LLC, an investment firm based in Nashville, Tennessee he founded in 2002 that makes long-term equity investments in public and private companies. Prior to that he was the managing member of FS Partners II, LLC and he worked in principal investments at Rainwater, Inc. from 1992 to 1995. Mr. Frist previously served as a director of Science Applications International Corporation from 2013 until 2017. Mr. Frist holds a B.A. degree from Princeton University and an M.B.A. degree from Harvard Business School.

Qualifications

Mr. Frist’s significant directorship experience provides valuable expertise and perspective to the Board. His directorship experience includes having chaired, and served as a member of, various public company board committees. In addition to his significant experience as a public company director, Mr. Frist provides valuable experience in areas of business administration, finance, and operations, which the Board values.



Jamie S. Gorelick IND
Age: 71						Committees: Compensation, Corporate Governance and Nominating

Background

Ms. Gorelick has served as a director since January 2015. Ms. Gorelick has been a partner at Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Ms. Gorelick has served as a director of Amazon.com, Inc. since February 2012 and currently serves as Chair of its Nominating and Corporate Governance Committee. She previously served as a director of United Technologies Corporation from February 2000 to December 2014 and a director of Schlumberger Limited from April 2002 to June 2010. She holds B.A. and J.D. degrees from Harvard University.

Qualifications

Ms. Gorelick is an experienced attorney with significant expertise in legal, policy, and corporate matters. Ms. Gorelick’s regulatory and policy experience is directly relevant to the Company’s business. She is well-versed in critical infrastructure and national security issues and brings a valuable skill-set and wealth of government experience to the Board. Ms. Gorelick has served on several other corporate boards, a compensation committee and a nominating and corporate governance committee, and served on numerous government boards and commissions. Ms. Gorelick’s experience in both the public and private sectors, combined with her experience in the corporate boardroom, provides her valuable board experience, and she offers a perspective the Board values.


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Proposal 1—Election of Directors



Roger H. Moore IND	Lead Independent Director
Age: 80		Committees: Audit, Corporate Governance and Nominating, Cybersecurity (Chair)

Background

Mr. Moore has served as a director since February 2002 and as our Lead Independent Director since February 2022. From December 2007 to May 2009, he served as a consultant assisting our Company in the divestiture of its former Communications Services business. From June 2007 through November 2007, Mr. Moore served as interim Chief Executive Officer and President of Arbinet-thexchange, Inc., a provider of online trading services. He was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of nationwide network and database services, from December 1995 until December 2001 when it was acquired by our Company. Mr. Moore has served as a director of Consolidated Communications Holdings, Inc. since July 2005 and previously served as a director of Western Digital Corporation from June 2000 through November 2014. Mr. Moore holds a B.S. degree in General Science from Virginia Polytechnic Institute and State University.

Qualifications

Mr. Moore is a business executive with significant expertise in general management, sales, technology, cybersecurity, and strategic planning in the telecommunications industry. Mr. Moore’s expertise contributes operational knowledge of important inputs to the Company’s businesses and provides valuable experience in areas of business administration. Mr. Moore also has significant experience, both as a senior executive and as a board member, in joint venture and mergers and acquisition transactions, which is experience that is valuable to the Board. Mr. Moore has experience in military intelligence, including serving two years at the National Security Agency. Mr. Moore’s financial and accounting skills qualify him as an audit committee financial expert. Mr. Moore has also served on several other boards of directors, including service on the audit, compensation, and corporate governance committees of certain of those boards, providing him with valuable board-level experience. In addition to the several years of business management experience mentioned above, Mr. Moore has international business experience from his time as President of Nortel Japan and as President of AT&T Canada.



Timothy Tomlinson IND
Age: 72						Committees: Audit (Chair), Compensation, Corporate Governance and Nominating, Cybersecurity

Background

Mr. Tomlinson has served as a director from the Company’s founding in 1995 until 2002, and again since his reappointment in November 2007. From May 2011 through December 2013, Mr. Tomlinson was a corporate lawyer employed as General Counsel of Portola Minerals Company, a producer and seller of limestone products. From May 2007 through May 2011, Mr. Tomlinson was employed as Of Counsel by the law firm Greenberg Traurig, LLP. Mr. Tomlinson was the founder and a named partner of Tomlinson Zisko LLP and practiced with this Silicon Valley law firm from 1983 until its acquisition by Greenberg Traurig, LLP in May 2007. He served as managing partner of Tomlinson Zisko LLP for multiple terms. While at Tomlinson Zisko LLP, Mr. Tomlinson and his firm served as the licensing counsel to RSA Data Security, Inc. and the Company for a wide variety of cryptographic and related cybersecurity products. Mr. Tomlinson holds a B.A. degree in Economics, a Ph.D. degree in History, an M.B.A., and a J.D. degree from Stanford University.

Qualifications

Mr. Tomlinson has significant expertise in corporate matters including finance and mergers and acquisitions and has represented clients in the technology industry for more than thirty years. Mr. Tomlinson’s long-term service on our Board has provided him with valuable insight and institutional knowledge of the Company’s history and development. Mr. Tomlinson’s financial and accounting skills qualify him as an audit committee financial expert. He has extensive experience in corporate governance, both as a lawyer advising clients, and through serving on our Audit, Compensation, and Corporate Governance and Nominating Committees, as well as the audit, compensation, and governance committees of other companies.


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Corporate Governance

Overview

Our business is conducted by our employees, managers and officers, under the direction of our Chief Executive Officer and the oversight of the Board, to enhance the long-term value of our Company for our stockholders. Key corporate governance documents that guide our corporate governance structure and processes, including our Corporate Governance Principles and the charters of the Board’s committees, are available on our Investor Relations website at https://investor.verisign.com/corporate-governance.

Board Structure and Operations

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for the Board. Currently, the Company’s eight-member Board is led by Chairman D. James Bidzos. Mr. Bidzos is also an officer of the Company, serving as its Executive Chairman and Chief Executive Officer. Following the passing of Louis A. Simpson, who served as the Lead Independent from July 2015, the independent directors of the Board appointed Roger Moore as Lead Independent Director in February 2022. The Lead Independent Director: (i) presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; (ii) serves as liaison between the Chairman of the Board and the independent directors; (iii) works with the Chairman of the Board to facilitate timely and appropriate information flow to the Board; (iv) reviews and approves agendas and schedules for meetings of the Board; (v) exercises such other powers and duties as from time to time may be assigned to him or her by the Board; and (vi) meets with significant stockholders, as appropriate. In addition, the Lead Independent Director has the authority to call meetings and executive sessions of the independent directors.

The Board has determined that its current leadership structure represents an appropriate structure for the Board. In particular, this structure capitalizes on the expertise and experience of Messrs. Bidzos and Moore due to their service to the Board. The structure permits Mr. Bidzos to engage in the operations of the Company in a more in-depth way as Executive Chairman and Chief Executive Officer. Lastly, the structure encourages Board independence from management by permitting the Lead Independent Director to call and chair meetings and executive sessions of the independent directors separate and apart from the Chairman of the Board.

The Board has concluded that the Company and its stockholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. This flexibility allows the Board to utilize its considerable experience and knowledge to elect the most appropriate director as Chairman, while maintaining the ability to separate the Chairman of the Board and Chief Executive Officer roles when necessary. This determination is made according to what the Board believes is best to provide appropriate leadership for the Board at such time.


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Corporate Governance

Board Committees


AUDIT COMMITTEE
Members			Principal Responsibilities
Timothy Tomlinson (Chairperson) Kathleen A. Cote Roger H. Moore Meetings in 2021: 5			The Board has established an Audit Committee that: •oversees 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; •is 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; •oversees the Company’s processes to manage business and financial risk, and compliance with significant applicable legal and regulatory requirements; and •oversees 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.


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Corporate Governance


COMPENSATION COMMITTEE
Members			Principal Responsibilities
Thomas F. Frist III (Chairperson) Jamie S. Gorelick Timothy Tomlinson Meetings in 2021: 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 Verisign’s overall compensation philosophy and approve and evaluate executive officer compensation arrangements, plans, policies, and programs of the Company, and administer the Company’s equity incentive plans for employees; and •periodically review with management the Company’s human capital matters, including a review of various workforce metrics, such as workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each metric. 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 external 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
Kathleen A. Cote (Chairperson) Courtney Armstrong Yehuda Ari Buchalter Thomas F. Frist III Jamie S. Gorelick Roger H. Moore Timothy Tomlinson Meetings in 2021: 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; 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.


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Corporate Governance


CYBERSECURITY COMMITTEE
Members			Principal Responsibilities
Roger H. Moore (Chairperson) D. James Bidzos Yehuda Ari Buchalter Timothy Tomlinson Meetings in 2021: 4			The Board has established a Cybersecurity Committee to assist the Board with its oversight of the Company’s cybersecurity program and risks. The Cybersecurity Committee’s responsibilities include: •overseeing the effectiveness of the cybersecurity program; •reviewing the activities of management’s Safety and Security Council; •reviewing the effectiveness of information security incident response, business continuity, and disaster recovery plans, including escalation protocols; •reviewing the budget and resources allocated for the cybersecurity program; and •reviewing 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.

Board Nominations and Succession Planning

In nominating candidates for election to the Board, the Corporate Governance and Nominating Committee considers the performance and qualifications of each potential nominee or candidate, not only for his or her individual strengths but also for his or her potential contribution to the Board as a group. In carrying out this responsibility, the Corporate Governance and Nominating Committee also considers additional factors, such as diversity, business experience, and expertise within industries and markets tangential or complementary to the Company’s industry. Additionally, pursuant to its charter, the Corporate Governance and Nominating Committee evaluates and reviews with the Board the criteria for selecting new directors, including skills and characteristics such as diversity, in the context of the current composition of the Board and its committees. The pool of new director candidates from which the Corporate Governance and Nominating Committee recommends new director nominees includes female and racially/ethnically diverse candidates, and any third-party search firm that the committee engages is instructed to include female and racially/ethnically diverse candidates in such a pool as well.

The Corporate Governance and Nominating Committee considers candidates for director nominees proposed by directors and stockholders. The Corporate Governance and Nominating Committee may also from time to time retain one or more third-party search firms to identify suitable candidates.

If you would like to recommend to the Corporate Governance and Nominating Committee a prospective candidate, please submit the candidate’s name and qualifications to: Thomas C. Indelicarto, Secretary, VeriSign, Inc., 12061 Bluemont Way, Reston, Virginia 20190.

The Corporate Governance and Nominating Committee will consider all candidates identified by the directors, chief executive officer, stockholders, or third-party search firms through the processes described above, and will evaluate each of them, including incumbents and candidates nominated by stockholders, based on the same criteria.

Board Evaluation Process

The Corporate Governance and Nominating Committee oversees the annual performance review of the Board and its committees. Each year, the Corporate Governance and Nominating Committee determines the format for the annual performance reviews, and the Chairperson of each Board committee is responsible for leading that committee’s performance review and the Lead Independent Director is responsible for leading the Board’s performance review. The results of the reviews are reported to Ms. Cote, in her capacity as Chairperson of the Corporate Governance and Nominating Committee, who in turn reports the results of the reviews to the entire Board. In addition to these reviews, the Lead Independent Director solicits comments and feedback from each director on the operation of the Board and the committees and areas for improvement.


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Corporate Governance

Board Responsibilities

Board and Committee Meetings



2021 MEETING ACTIVITY		BOARD ENGAGEMENT AND OVERSIGHT OF COVID-19

BOARD	COMMITTEES
5 MEETINGS	18 MEETINGS COLLECTIVELY	As the COVID-19 pandemic enters its third year, the Board continues to oversee our response to the ongoing challenges presented by the pandemic, with a focus on the safety and well-being of our employees, executing on business continuity plans for the uninterrupted continuation of our services, and helping our communities. The Board continues to receive and discuss updates regarding the impact of and response to the pandemic, including with respect to the health and well-being of our workforce, the activities of management’s coronavirus task force, and our operational posture.
ATTENDANCE
During 2021, no director attended fewer than 75% 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.

Board Members’ Attendance at the Annual Meeting

We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. One member of the Board attended our 2021 Annual Meeting of Stockholders.

Risk Oversight

The Board is actively engaged in risk oversight for the Company, including the risks associated with the ongoing COVID-19 pandemic. Throughout the year, the Board and senior management discuss the areas of material risk to the Company.



BOARD The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports from the appropriate member of senior management responsible for mitigating these risks within the organization to enable the Board to understand our risk identification, risk management, and risk mitigation strategies.



COMMITTEES The Chairpersons of the relevant committees brief the full Board on the committees’ oversight of risks within their purview during the committee reports portion of each regular Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships, and enables the full Board to provide input on the Company’s risk assessment and risk management efforts. All of our Board members have experience with enterprise risk management.


The Audit Committee oversees the Company’s processes to manage business and financial risk and compliance with applicable legal and regulatory requirements, including the Company’s enterprise risk management program.	The Compensation Committee oversees the Company’s risk assessment and risk management relative to the Company’s compensation programs, policies, and practices and human capital management.	The Cybersecurity Committee assists the Board with its oversight of the Company’s cybersecurity program and risks.


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Corporate Governance

Risk Reporting to the Board and its Committees

The chart below shows selected areas of risk and which of the Board committees or the full Board receives regularly scheduled reports from senior management with respect to such area of risk.

RISK AREA

FULL

BOARD

AUDIT

COMMITTEE

COMPENSATION

COMMITTEE

CYBERSECURITY

COMMITTEE

Cybersecurity/Technology

Financial

Litigation

Enterprise (ERM)

Legal and Compliance

Compensation/Human Capital Management

Strategic



SPOTLIGHT: CYBERSECURITY RISK OVERSIGHT Established in February 2020, the Cybersecurity Committee assists the Board with its oversight of the Company’s cybersecurity program and risks. The Cybersecurity Committee receives quarterly status reports on the cybersecurity program from the Company’s Chief Security Officer, with the full Board receiving regular reports from Mr. Moore, the Chairperson of the Cybersecurity Committee, on the conduct of the committee’s functions as well as quarterly status reports on the cybersecurity program from the Company’s Chief Security Officer. In addition, the Board has appointed Mr. Moore as its liaison to management’s Safety and Security Council (the “Council”). The Council’s purpose is to oversee the effectiveness and performance of the Company’s safety and security functions. The Council provides strategic direction and oversight for the Company’s initiatives to minimize cyber, physical, and other security risks to the Company and holds regular monthly meetings. The Council is composed of executives of the Company with responsibility for cybersecurity, physical security, network operations, technology, registry services, finance, and legal and is chaired by Mr. Bidzos. Mr. Moore participates in Council meetings and receives regular, scheduled briefings from Council members regarding incidents and network operations. The Cybersecurity Committee reviews and discusses the activities of the Council at each regularly scheduled Cybersecurity Committee meeting.

Management Succession Planning

The Board recognizes the importance of the effectiveness of the Company’s executive leaders for the Company’s success, and the Board is actively engaged in executive succession planning. The Board has delegated to the Corporate Governance and Nominating Committee responsibility for reviewing and assessing the management development and succession planning process for senior management. As part of the succession planning process, the Corporate Governance and Nominating Committee works closely with our management, including our Senior Vice President, Human Resources, to identify succession candidates for senior management other than the Executive Chairman and Chief Executive Officer. Although the Board retains responsibility for identifying succession candidates for the Executive Chairman and Chief Executive Officer, the Corporate Governance and Nominating Committee is charged with developing the processes to identify succession candidates. If the Board commences a search for candidates from outside the Company to succeed the Chief Executive Officer, the pool from which the Board selects a candidate will include female and racially/ethnically diverse candidates, and any third-party search firm that the Board engages is instructed to include female and racially/ethnically diverse candidates in such a pool as well.

Human Capital Management Oversight

We recognize the importance of talent and culture in driving an environment that fosters high performance, and we are committed to attracting, developing, and retaining the best talent. The Board monitors our progress in these areas primarily through the Compensation Committee, which receives semi-annual updates from our Senior Vice President, Human Resources and regularly discusses with management a variety of workforce metrics (e.g. workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each of these metrics) and related human capital matters.

Ethics and Compliance Oversight

As part of our commitment to Verisign’s mission and values, we are focused on promoting a culture of ethics and compliance. Our Code of Conduct, which is applicable to directors, executive officers, and employees, represents our values and outlines our approach to ethical conduct and compliance with legal and regulatory requirements, including non-retaliation, anti-corruption, and other similar areas. We have a designated Compliance Officer, who is responsible for implementing and maintaining our ethics and compliance program. The Board oversees our ethics and compliance program (including our Verisign Ethics and Compliance Helpline) primarily through the Audit Committee, which receives quarterly updates from the Compliance Officer and regularly discusses with management the program and its effectiveness.


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Corporate Governance

Other Governance and Ethics Policies and Practices

Code of Conduct

We have adopted a written Code of Conduct, which is posted on our Investor Relations website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance. The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, and other senior accounting officers.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct, to the extent applicable to the principal executive officer, principal financial officer, or other senior accounting officers, by posting such information on our Investor Relations website under “Ethics and Business Conduct” at https://investor.verisign.com/corporate-governance.

Transactions with Related Persons

Policies and Procedures with Respect to Transactions with Related Persons

Our Audit Committee has approved a written Policy for Entering into Transactions with Related Persons (the “Related Person Transaction Policy”), which sets forth the requirements for review, approval, or ratification of transactions between our Company and “related persons,” as such term is defined under Item 404 of Regulation S-K.

The Related Person Transaction Policy requires the Audit Committee to review, approve, or ratify the terms of any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (i) Verisign was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person has or will have a direct or indirect material interest (“Related Person Transaction”), except for those transactions, arrangements, or relationships specifically listed in the Related Person Transaction Policy as not requiring approval or ratification by the Audit Committee. In determining whether to approve or ratify a Related Person Transaction, the Audit Committee is required to take into account, among other factors it deems appropriate, whether the Related Person Transaction terms are no more favorable to the related person than terms generally available to an unaffiliated third-party under the same or similar circumstances and the materiality of the related person’s direct or indirect interest in the transaction. A related person who has a relationship with a company that engages in a transaction with Verisign is not deemed to have an indirect material interest in that transaction where the person’s only relationship is as a director or beneficial owner of less than 10% of that company’s equity interests.

The Related Person Transaction Policy requires prior approval of the Audit Committee for the following Related Person Transactions:

•Any Related Person Transaction to which a related person is a named party to the underlying agreement or arrangement, provided that certain agreements or arrangements between Verisign and a related person concerning employment and any compensation solely resulting from employment or concerning compensation as a member of the Board that have, in each case, been entered into or approved in accordance with policies of Verisign is not subject to prior approval of the Audit Committee;

•Any Related Person Transaction involving an indirect material interest of a related person where the terms of the agreement or arrangement are not negotiated on an arm’s length basis or where the Related Person Transaction is not a transaction in the ordinary course of business; and

•Any Related Person Transaction where the total transaction value exceeds $1,000,000.

On a quarterly basis, the Audit Committee is required to review and, if determined by the Audit Committee to be appropriate, ratify any Related Person Transactions not requiring prior approval of the Audit Committee under the Related Person Transaction Policy.

In the event that Verisign proposes to enter into a transaction with a related person who is a member of the Audit Committee or an immediate family member of a member of the Audit Committee, prior approval by a majority of the disinterested members of the Board is required. No Audit Committee member nor his or her immediate family member, who is a party to a proposed transaction, may participate in any discussion or approval of such transaction, except to provide all material information concerning the Related Person Transaction.


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Corporate Governance

The following Related Person Transactions do not require approval or ratification by the Audit Committee:

•Payment of compensation to executive officers in connection with their employment with Verisign, provided that the compensation has been approved in accordance with policies of Verisign.

•Remuneration to directors in connection with their service as a member of the Board, provided that the remuneration has been approved in accordance with policies of Verisign.

•Reimbursement of expenses incurred in exercising duties as an officer or director of Verisign, provided that the reimbursement has been approved in accordance with Verisign’s policies.

•Any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

•Any transaction involving a related person where the rates or charges involved are determined by competitive bids, or the transaction involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.

•Any transaction where the related person’s interest arises solely from the ownership of Verisign’s common stock and all holders of Verisign’s common stock received the same benefit on a pro rata basis (e.g., dividends).

There are no transactions required to be reported under Item 404(a) of Regulation S-K where the Related Person Transaction Policy did not require review, approval or ratification, or where the Related Person Transaction Policy was not followed during 2021.

Certain Relationships and Related Transactions

Since January 1, 2021, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we or any of our subsidiaries are or were to be a party in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer or beneficial holder of more than 5% of the common stock of Verisign or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Communicating with the Board

Any stockholder who desires to contact the Board may do so electronically by sending an email to bod@verisign.com. Alternatively, a stockholder may contact the Board by writing to: Board of Directors, VeriSign, Inc., 12061 Bluemont Way, Reston, Virginia 20190, Attention: Secretary. Communications received electronically or in writing are distributed to the Chairman of the Board or other members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication received.


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Corporate Governance

Environmental, Social, and Governance Highlights

At Verisign, we take seriously our responsibility to be a good corporate citizen and to support the communities where we live and work. As stewards of the internet, we believe our corporate values are central to our role in helping preserve and enhance the security, stability, and resiliency of key internet infrastructure and services, which billions of people worldwide depend on every second of every day. These values include demonstrating respect and integrity in our interactions with all of our stakeholders. The following summary highlights some of our environmental, social, and governance policies and practices.



ESG Disclosure and Governance						• We commissioned a cross-functional ESG task force to integrate our ESG and SEC reporting and align our ESG disclosures with external frameworks. • Our independent Corporate Governance and Nominating Committee is primarily responsible for ESG oversight, with additional environmental, social, and governance matters reviewed by other committees: –the Compensation Committee is responsible for oversight of human capital issues as well as diversity, equity, and inclusion; –the Audit Committee is responsible for oversight of our corporate ethics and compliance program; and –the Cybersecurity Committee is responsible for oversight of data privacy issues. • This year we plan to conduct a formal Environmental, Social, and Governance (ESG) materiality assessment that captures the views from internal and external stakeholders on ESG topics. This formal assessment ensures that our strategy prioritizes key areas of impact that are important to our external stakeholders and our long-term business success. •We continuously engage with stakeholders to better understand their views and sustainability concerns. This diverse engagement is designed to ensure we are prioritizing issues that are important to both our stakeholders and our long-term business success. –In response to stockholder feedback, we have adopted a policy regarding Political Contributions. Any Political Contributions will be reviewed by our Corporate Governance and Nominating Committee and disclosed semi-annually on our website starting in August 2022.

Diversity, Equity, and Inclusion						• 2020, we revised our Corporate Governance Principles to adopt the “Rooney Rule” so that (i) the pool of candidates from which the Corporate Governance and Nominating Committee recommends new director nominees includes female and racially/ethnically diverse candidates and (ii) in any searches for candidates from outside the Company to succeed the Chief Executive Officer, the pool from which the Board selects a candidate includes female and racially/ethnically diverse candidates. In 2021, we increased the diversity makeup of our Board. •We maintain equal employment opportunity hiring policies and practices. •We are committed to diversity, equity, and inclusion in all aspects of our business. In 2021, with the assistance of outside advisors, we conducted a review of our recruiting, retention, and workplace processes to ensure we are continuing to advance our DEI efforts. •We continue to focus on the hiring, retention, and advancement of women and underrepresented populations. As of December 31, 2021, approximately 29% of our global workforce was female, and approximately 43% of our U.S. employees were ethnically and racially diverse. •We have employee affinity groups such as Women in Technology and Young Professionals that support an inclusive workplace environment. •We provide respectful and inclusive workplace training for employees across all levels.


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Corporate Governance



Human Capital Management						•We are committed to attracting, developing, and retaining the best talent, and we routinely monitor and present our progress in these areas to executive management and the Compensation Committee through a variety of workforce metrics (e.g. workforce demographics, hiring, turnover, and promotion rates, including diversity characteristics for each of these metrics). •We continue to monitor and adapt to the ongoing challenges presented by the COVID-19 pandemic to safeguard the health and well-being of our employees. •We use employee feedback to monitor employee morale and engagement, including through the use of surveys. During 2021, at least 85% of our employees participated in surveys that were conducted to better understand our employees’ well-being and more effectively guide our response to the COVID-19 pandemic. •We have practices in place to deliver fair and equitable compensation for employees based on their contribution and performance. We benchmark for market practices and regularly review our compensation and benefits against the market to confirm they remain competitive. We also offer a comprehensive set of benefits to our employees. •We are committed to the continued development of our people, as evidenced by regular strategic talent reviews and succession planning, management training, continuous skill development through our online learning and development platform, and learning sessions designed to build our team’s skills and knowledge required for the future. •We are focused on the increasingly competitive labor market, and we are working diligently to attract the best talent from a diverse range of sources. Over the last several years, we have refreshed our employment branding and developed targeted recruitment strategies for specialized skill sets.


Ethics and Compliance						•We operate a robust ethics and compliance program that is maintained by a designated Compliance Officer and overseen by the Audit Committee. •Our Code of Conduct, which is applicable to directors, executive officers, and employees, represents our mission and values and outlines our approach to ethical conduct and compliance with legal and regulatory requirements, including non-retaliation, anti-corruption, and other similar areas. •Our directors and employees receive annual ethics and compliance training and certify their compliance with our Code of Conduct. •We maintain an ethics and compliance helpline through which employees or others can seek guidance or raise a concern confidentially and anonymously if desired. All reported concerns are reviewed and, as appropriate, investigated. Verisign has a strict non-retaliation policy to protect those that report wrongdoing in good faith. •We conducted an employee-wide ethics and compliance culture survey in 2020 to measure our ethics and compliance culture as well as the effectiveness of our ethics and compliance program.


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Corporate Governance



Data Privacy and Cybersecurity						•We have adopted a rigorous governance framework for the oversight of cybersecurity risk, including a Board-level Cybersecurity Committee and a management-level Safety and Security Council that has a Board liaison. •We implement strong privacy standards in our handling of personal information. •Our business does not involve monetizing personal information. •We have adopted the National Institute of Standards and Technology (NIST) cybersecurity framework and perform periodic assessments against this framework to measure cybersecurity program maturity. •In addition to leveraging a broad array of industry frameworks and best practices applicable to our operating environments, our information security practices align with the AICPA, Trust Services Principles and Criteria (System and Organization Controls). On an annual basis, we obtain SOC 2 Type II and SOC 3 audit reports from an independent, external third-party accounting firm attesting to our system-level controls relating to the security, availability, and processing integrity of our systems. •We maintain a security awareness program, which is required for all employees, that includes annual information security and compliance training, monthly information security training videos, and regular phishing awareness exercises.


Community Impact						•Verisign Cares, our philanthropic and charitable program, we seek to make a positive and lasting impact on the global internet community and the communities in which we live and work. •We match charitable contributions up to a maximum of $3,000 to eligible organizations. •Verisign Cares offers employees paid time off to give their time on a regular basis in support of local community organizations. •We provided support to food banks, community needs, and to several organizations addressing the COVID-19 impact in India. •We continued our focus on social injustice with contributions to the Equal Justice Initiative and Stop AAPI Hate. •In 2021, we not only strengthened our partnership with Virginia Ready but also entered into new partnerships with NPower, Byte Back and Per Scholas. These organizations all work to reskill individuals, for in-demand jobs in high growth sectors such as our own, especially for those individuals whose jobs may have been displaced or lost due to COVID-19’s economic impact. •Our direct charitable contributions in 2021 totaled $1.9 million.


Environment						•Our Reston corporate offices are LEED Gold certified for commercial interiors. •We use recycled and earth friendly products at our Reston corporate offices. •We have implemented technologies at our Reston corporate offices that reduce energy consumption.


Governance						•See “Voting Roadmap—Corporate Governance Highlights” elsewhere in this Proxy Statement.


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Proposal 2

Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Exchange Act and related SEC rules, we are seeking an advisory stockholder vote to approve the compensation of our named executive officers for 2021 as disclosed under SEC rules, including the Compensation Discussion and Analysis section, the compensation tables and related material included in this Proxy Statement. The stockholder vote approving executive compensation is advisory only, and the result of the vote is not binding upon the Company or the Board. Although the resolution is non-binding, the Board and the Compensation Committee will consider the outcome of the advisory vote approving executive compensation when making future compensation decisions. In 2017, the majority of our stockholders voted in favor of holding a non-binding stockholder advisory vote to approve executive compensation on an annual basis and, in consideration of the outcome of that vote, the Board has determined to hold such an advisory vote each year. Following the Annual Meeting, the next non-binding stockholder advisory vote to approve executive compensation will occur at the 2023 Annual Meeting of Stockholders.

Our executive compensation program and compensation paid to our named executive officers are described elsewhere in this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopts changes to the program, and awards compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program.

This proposal allows our stockholders to express their opinions regarding the decisions of the Compensation Committee on the prior year’s annual compensation to our named executive officers. You may vote for or against the following resolution, or you may abstain.

RESOLVED, that the stockholders of VeriSign, Inc. approve, on a non-binding, advisory basis, the compensation of VeriSign, Inc.’s named executive officers as disclosed in the Proxy Statement for VeriSign, Inc.’s 2022 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables, and related disclosures.


			FOR			The Board recommends a vote FOR the foregoing resolution.


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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our 2021 named executive officers (our “NEOs”) and provides context for the decisions underlying the compensation reported in the executive compensation tables in this Proxy Statement. Our NEOs are:


D. James Bidzos	Todd B. Strubbe	George E. Kilguss, III	Thomas C. Indelicarto
Executive Chairman and Chief Executive Officer	President and Chief Operating Officer	Executive Vice President and Chief Financial Officer	Executive Vice President, General Counsel and Secretary

The sections below describe the material elements of our executive compensation program for 2021, including how we have set compensation and have aligned pay to performance. We refer to our NEOs, Executive Vice Presidents, and Senior Vice Presidents, collectively as our “executives.”

Compensation Philosophy and Objectives

Our executive compensation program is designed with the following objectives and program elements:


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 is weighted in favor of annual and long-term incentives that are tied to financial and strategic goals. In addition, provide annual incentive bonuses based on Company performance that, for any individual executive, may be modified up (subject to specified limitations) or down based on individual performance to more closely align executives’ personal accomplishments with their compensation.
Align the interests of our executives with our stockholders						Provide a significant portion of compensation that is aligned to the long-term value of our stock, including performance-based stock awards that are measured in part based on Total Shareholder Return (“TSR”). In addition, require executives to meet stock ownership guidelines and retain minimum stock ownership until six months after termination of employment.



			Key features of our current executive compensation program include: •Our executives’ compensation is primarily based on Company performance and individual performance. •Our executives do not have employment contracts. •Our executives’ 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 executives. •Our executives participate in the same benefit programs as all other employees. •An incentive compensation recovery policy applicable to our NEOs that covers both cash and performance-based equity in the event of a materially inaccurate financial statement or an inaccurately measured performance metric criterion, with or without a restatement of our financial statements. •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.


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Executive Compensation

Pay and Performance Relationship

Attracting and retaining the executive talent we need to be successful is a key objective of our executive compensation program. It is equally important that our executives are motivated to and rewarded for achieving objectives that provide long-term benefits to our stockholders. We have designed our executive compensation program so that a significant amount of our NEOs’ compensation is tied to the Company’s performance and stockholders’ long-term interests. The charts below illustrate our emphasis on performance-based compensation.


EXECUTIVE CHAIRMAN AND CEO PAY MIX AT TARGET						OTHER NEOs EXCLUDING CEO PAY MIX AT TARGET


Total Performance-Based Compensation1 = 91%						Total Average Performance-Based Compensation1 = 84%

1Performance-Based Compensation = 2021 Annual Target Bonus + 2021 Long-Term Incentive, valued as of the date of the grant.

Results of 2021 Say on Pay Vote

When the Compensation Committee set compensation amounts for 2022, it considered the results of the 2021 stockholder advisory vote on our executive compensation program. At our 2021 Annual Meeting of Stockholders, our stockholders indicated strong support of our executive compensation program, with over 96% of the votes cast in favor of our executive compensation program. In light of this strong support and based on our review of our program for market competitiveness and alignment with best practices, the Compensation Committee made no significant changes to our overall approach to executive compensation for 2022.

Voted in Favor of our Executive Compensation Program
at our 2021 Annual Meeting of Stockholders


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Executive Compensation

Elements of Our Executive Compensation Program

Our executive compensation program is made up of three main elements: base salary, annual incentive bonus, and long-term incentive compensation. The chart below shows our objectives for each element of compensation and the factors we use to determine compensation amounts. For each element of compensation, the Compensation Committee takes into account our peer group and relevant survey data as well as guidance from the Compensation Committee’s independent compensation consultant, as applicable, before determining compensation amounts.

ELEMENT

OBJECTIVE

FACTORS

Base Salary

Provide a guaranteed level of annual income in order to attract and retain our executive talent. Increases are not automatic or guaranteed.

•Job responsibilities and scope

•Experience

•Individual contributions

•Internal pay alignment and peer and industry benchmarking

Annual Incentive Bonus

Provide a reward for achieving individual goals and the Company’s financial and strategic goals.

•Company performance

SEC Form DEF 14A filed by VeriSign Inc.