Dana Wolf
A10 NetworksAbout Dana Wolf
Dana Wolf (age 50) has served as an independent director of A10 Networks (ATEN) since June 2022. She is CEO, Co‑Founder, and a director of YeshID (identity and access management) and brings over 18 years of cybersecurity, cloud, product, and engineering leadership experience including senior roles at Fastly, OpenDNS (Cisco), Rapid7, and RSA Security. She holds a B.A. in Mathematics, Computer Science, and Theatre from Lawrence University and an MBA (High Tech) from Northeastern University. ATEN’s board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fastly Inc. (NYSE: FSLV) | Senior Vice President of Product & Marketing | Aug 2017 – Nov 2021 | Led product and marketing for global edge cloud network provider |
| OpenDNS, Inc. (acquired by Cisco Systems, Inc. (Nasdaq: CSCO)) | Head of Product, Cloud Security | Aug 2013 – Aug 2017 | Drove cloud security product lines pre/post acquisition |
| Rapid7 Inc. (Nasdaq: RPD) | Product/Engineering Leadership | Not disclosed | Contributed to cybersecurity analytics and automation portfolios |
| RSA Security LLC | Product/Engineering Leadership | Not disclosed | Focus on protecting/managing online identities and digital assets |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| YeshID | Chief Executive Officer, Co‑Founder, Director | Current | Identity and access management provider |
| Public company directorships | — | Not disclosed | No other public boards disclosed for Ms. Wolf in ATEN’s proxy |
Board Governance
- Board composition: 5 directors; 4 independent; declassified (annual elections); avg tenure ~6.4 years; avg age ~57; diversity: 60% self‑identify as diverse .
- Independence: All directors except the CEO are independent under NYSE standards .
- Lead Independent Director: Eric Singer (presides over independent director sessions; liaison duties; strategy and risk oversight responsibilities) .
- Board activity and attendance (2024): 6 board meetings; 7 unanimous written consents; all directors attended the 2024 annual meeting; no director attended fewer than 75% of applicable meetings .
- Committee assignments (2024):
- Compensation Committee: Member (Chair: Peter Y. Chung; members: Peter Y. Chung, Eric Singer, Dana Wolf). Independent; non‑employee; outside directors as defined; held 4 meetings and 8 written consents .
- Audit Committee: Not a member (members: Tor R. Braham – Chair; Peter Y. Chung; Eric Singer) .
- Nominating & Corporate Governance Committee: Not a member (members: Eric Singer – Chair; Peter Y. Chung) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors .
Fixed Compensation
| Component | Amount | Structure / Vesting | 2024 Earned |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 | Cash | Included in fees earned |
| Compensation Committee member retainer | $5,000 | Cash | Included in fees earned |
| Fees Earned or Paid in Cash (Dana Wolf) | $55,000 | Cash | 2024 total cash fees |
| Annual equity grant (continuing directors) | $200,000 | RSUs; vests 100% by next annual meeting or 1‑year anniversary | Grant date fair value received: $199,997 (2024) |
| Initial equity award (on first joining board) | $225,000 | RSUs; vests in three equal annual installments | Policy terms; Dana Wolf joined in 2022 |
| Options (directors) | None | — | No options granted to directors in 2024; none outstanding at 12/31/2024 |
Total 2024 director compensation (Dana Wolf): $254,997 ($55,000 cash; $199,997 stock awards) .
Performance Compensation
Directors do not receive performance‑based equity or bonus metrics at ATEN; awards are time‑based RSUs.
| Grant Type | Performance Metric | Vesting Schedule | Trigger Type |
|---|---|---|---|
| Annual RSU (director) | None (time‑based) | 100% on earlier of one‑year anniversary or next annual meeting | Service‑based |
| Initial RSU (director) | None (time‑based) | Three equal annual installments | Service‑based |
Other Directorships & Interlocks
| Individual | External Board(s) | Interlocks/Notes |
|---|---|---|
| Dana Wolf | None disclosed (public companies) | Current CEO/Director at YeshID (private); no related‑party transactions involving Ms. Wolf identified in ATEN’s 2025 proxy |
| Board‑level related parties (context) | Summit funds (affiliated with director Peter Y. Chung) | Company repurchased 329,566 shares from Summit (~$5.2M); Mr. Chung not deemed to have a material interest; reviewed under related‑party policy |
Expertise & Qualifications
- Cybersecurity and cloud: 18+ years in security; product and engineering leadership at Rapid7 and RSA; head of cloud security product at OpenDNS (Cisco) .
- Product/Go‑To‑Market leadership: SVP Product & Marketing at Fastly; CEO and co‑founder operating experience at YeshID .
- Education: B.A. Lawrence University; MBA (High Tech) Northeastern University .
Equity Ownership
| Item | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (Dana Wolf) | 34,972 shares; <1% of outstanding | As of Feb 21, 2025; company had 73,952,601 shares outstanding |
| RSUs/Stock awards outstanding (Dana Wolf) | 18,061 | As of Dec 31, 2024 |
| Stock options (directors) | None outstanding | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by policy | Applies to directors and employees |
Governance Assessment
- Independence and attendance: Independent director; no <75% attendance issues; board and committee structures meet NYSE requirements; strong independent oversight via lead independent director .
- Committee effectiveness: Compensation Committee is fully independent with no interlocks; uses an independent consultant (Pearl Meyer) and conducts annual risk assessment; 2024 say‑on‑pay support was ~97%, indicating shareholder confidence in the pay program overseen by the committee where Ms. Wolf serves .
- Alignment and incentives: Director pay is modest cash plus equity RSUs with service‑based vesting (no options, no performance equity), encouraging long‑term alignment without encouraging excessive risk; hedging/pledging is prohibited .
- Conflicts/related‑party exposure: No related‑party transactions identified involving Ms. Wolf; the proxy’s related‑party section discloses a Summit share repurchase with procedures and non‑material interest for the affiliated director; Audit Committee pre‑approves related‑party transactions under formal policy .
- RED FLAGS: None observed in filings specific to Ms. Wolf (no attendance shortfalls, no hedging/pledging, no related‑party issues, no meeting fee gaming). Continued monitoring recommended for any business between ATEN and YeshID; none is disclosed in the proxy .