Dhrupad Trivedi
A10 NetworksAbout Dhrupad Trivedi
Dhrupad Trivedi, 58, has served as President, Chief Executive Officer and Chairperson of A10 Networks since December 2019 (Chair since September 2020). He holds a Ph.D. in Electrical Engineering (UMass Amherst), an M.S. in Electrical Engineering (University of Alabama), and an MBA in Finance (Duke) . Under his leadership, A10 delivered 2024 revenue of $261.7M and adjusted EBITDA of $74.5M (28.5% margin), with absolute TSR of 44%/142%/146%/98%/182% over 1/2/3/4/5 years, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Belden Inc. (NYSE: BDC) | President, Network Solutions – Industrial IT/IoT and Cybersecurity; Corporate VP (prior) | 2013–2019 (President); 2010–2013 (CVP) | Led industrial networking and cybersecurity solutions; senior corporate leadership |
| JDS Uniphase Corporation | Multiple GM and corporate development roles | Prior to 2010 | General management and corporate development leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Trivedi in the 2025 proxy . |
Fixed Compensation
- Base salary raised from $675,000 (FY2024) to $700,000 (FY2025) .
- CEO 2024 total reported compensation: $6,344,956 (salary, stock awards, bonus earned, other) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 645,833 | 672,917 | 675,000 |
| Bonus ($) | — | — | 337,500 |
| Stock Awards ($) | 2,999,996 | 3,896,752 | 4,500,005 |
| Non-Equity Incentive ($) | 800,000 | — | 825,000 |
| All Other Comp ($) | 7,451 | 7,451 | 7,451 |
| Total ($) | 4,453,280 | 4,577,120 | 6,344,956 |
Performance Compensation
- Annual incentive structure (2024): 50% Revenue, 50% Adjusted EBITDA, with thresholds/targets/max and linear interpolation; individual multiplier caps total at 140% of target .
- CEO 2024 target bonus: fixed $775,000 (114.8% of salary); corporate achievement 99.5%; individual multiplier 107%; payout $825,000 .
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 247 | 261.6 | 264 | 261.7 | 100% |
| Adjusted EBITDA ($M) | 50% | 68 | 75.3 | 78 | 74.5 | 99% |
| Corporate Achievement | — | — | — | — | — | 99.5% |
| CEO Individual Multiplier | — | — | — | — | — | 107% |
| CEO Payout ($) | — | — | 775,000 | — | — | 825,000 |
Long-Term Equity (structure, vesting, and triggers)
- Mix: 2024 CEO LTI 60% PSUs / 40% RSUs; 2025 shifted to 50%/50% in line with peer practice .
- Price-based PSUs paid on 100-day VWAP milestones with “time-delayed” vesting of achieved portions: 50% vests within 30 days of milestone, then 25%/25% on 1st/2nd anniversaries; unachieved tranches remain performance-contingent .
- No stock options granted since 2018 ; no options outstanding at 12/31/2024 .
| Grant Year | Instrument | Target Shares | Performance Milestones | Status/Notes |
|---|---|---|---|---|
| 2024 | PSUs | 198,821 | VWAP $15.23 and $16.71; 4-year window | $15.23 milestone met as of 12/31/2024; first half of eligible portion began vest schedule |
| 2024 | RSUs | 132,549 | Time-vest: 1/3 annually starting Feb 1, 2025 | Service-based vesting |
| 2025 | PSUs | 126,812 | VWAP $20.41 and $22.26; 4-year window; grant VWAP $17.85 | Similar vesting pattern as 2024 PSUs |
| 2025 | RSUs | 126,812 | Time-vest similar to 2024 pattern | Service-based vesting |
Vesting/selling pressure watch:
- 2024 PSUs: $15.23 milestone achieved Dec 13, 2024; 50% of that tranche vested within ~30 days; remaining 25%/25% scheduled on or about Dec 13, 2025 and Dec 13, 2026, subject to service, creating potential year-end unlocks in 2025/2026 .
- 2024 RSUs: 1/3 scheduled on Feb 1, 2025; further tranches in 2026/2027, adding early-February unlock cadence .
Equity Ownership & Alignment
- Beneficial ownership: 346,765 shares; A10 had 73,952,601 shares outstanding as of Feb 21, 2025; ≈0.47% ownership (346,765/73,952,601) .
- Hedging/pledging: Prohibited for directors and executive officers under Insider Trading Policy; no hedging/pledging allowed .
- Options: None outstanding; company has not granted options since 2018 .
- CEO equity outstanding (12/31/2024 snapshot):
| Grant | Type | Unvested (Time-Based) | Unearned (Performance) |
|---|---|---|---|
| 1/25/2022 | RSU | 20,877 | — |
| 1/25/2022 | PSU | 16,237 | 97,424 |
| 2/21/2023 | RSU | 70,593 | — |
| 2/21/2023 | PSU | — | 158,835 |
| 1/30/2024 | RSU | 132,549 | — |
| 1/30/2024 | PSU | 49,706 | 99,410 |
Notes: The 2024 PSU $15.23 milestone was achieved; a portion shifted to time-based vesting per plan design .
Employment Terms
- Structure: At-will employment with standalone Change in Control and Severance Agreement (double-trigger equity acceleration) .
- Outside CIC termination without cause/for good reason (CEO): 12 months salary continuation and up to 12 months COBRA reimbursements (estimated $675,000 salary + $49,032 COBRA at 12/31/2024) .
- CIC double-trigger termination (CEO): lump sum 100% of base salary + 100% of target bonus, 12 months COBRA, 100% acceleration of unvested time-based equity and 100% of any PSU portion for which performance criteria have been achieved; estimated total $6,835,989 at 12/31/2024 scenario assumptions .
| Scenario (CEO) | Cash (Salary) | Cash (Target Bonus) | Equity Acceleration | COBRA | Total (as illustrated at 12/31/2024) |
|---|---|---|---|---|---|
| Non-CIC termination (w/o cause/for good reason) | 675,000 | — | — | 49,032 | 724,032 |
| CIC double-trigger termination | 675,000 | 775,000 | 5,336,957 | 49,032 | 6,835,989 |
Other governance/compensation policies:
- Clawback policy aligned to NYSE Rule 10D-1 for restatements; applies to executives including CEO .
- No CIC tax gross-ups; no pension/SERP; minimal perquisites; no option repricing without shareholder approval .
Board Governance
- Role: CEO and Chairperson (non-independent); 4 of 5 directors are independent; board has a Lead Independent Director (Eric Singer) to provide independent leadership and oversight .
- Committees: Audit, Compensation, and Nominating/Corporate Governance committees are fully independent; Mr. Trivedi is not listed as a member .
- Meetings: Board held 6 meetings and 7 unanimous written consents in 2024; no director attended fewer than 75% of required meetings; all directors attended the 2024 annual meeting .
- Director compensation: Applies to non-employee directors only; executive directors do not receive director retainers/equity .
Say-on-Pay, Peer Practices, and Shareholder Feedback
- Say-on-Pay: 97% approval at 2024 annual meeting .
- Pay mix: 89% of CEO 2024 TDC at-risk; increased emphasis on performance equity (2024) with a peer-aligned 50/50 PSU/RSU mix in 2025 .
- Independent consultant: Pearl Meyer engaged by the Compensation Committee; program benchmarked vs a defined peer group .
Performance & Track Record
- Strategy and execution: A10 emphasizes cybersecurity growth, R&D in security/AI, and enterprise expansion; acquired assets/personnel of ThreatX Protect in Feb 2025 to expand WAF/API protection .
- 2024 performance aligned to plan: Revenue $261.7M (met revenue target threshold) and adjusted EBITDA $74.5M (~99% of target), supporting near-target bonus outcomes .
- TSR: 1/2/3/4/5-year absolute TSR of 44%/142%/146%/98%/182% .
Compensation Structure Analysis
- Strong pay-for-performance link: Annual plan tied 50% to revenue and 50% to adjusted EBITDA with clear thresholds/targets/maxima; long-term PSUs use rigorous 100-day VWAP milestones .
- Equity risk alignment: No options; PSU price hurdles with staggered vesting after achievement create retention and alignment while smoothing immediate selling pressure .
- Governance-friendly features: Double-trigger CIC equity acceleration; clawback; ban on hedging/pledging; no repricing; minimal perquisites .
Risk Indicators & Red Flags
- Dual role (CEO + Chair): Potential concentration of power mitigated by a robust Lead Independent Director structure and fully independent key committees .
- Pledging/hedging: Prohibited by policy, reducing alignment risk from collateralization/derivatives .
- Related party: 2024 repurchase of 329,566 shares from Summit funds (director affiliated); disclosed and noted that the director had no material interest .
- Say-on-Pay: High support (97%) suggests low investor concern with pay practices .
Equity Unlock and Insider Selling Pressure Watchlist
- 2024 PSUs ($15.23 tranche): remaining 25%/25% scheduled around Dec 13, 2025 and Dec 13, 2026 (service-based), potential year-end unlock waves .
- 2024 RSUs: one-third vests Feb 1, 2025; subsequent annual tranches Feb 2026/2027; recurring early-February unlock cadence .
- Policy constraints: Hedging/pledging prohibited; any actual sales would occur under trading windows/policies; no options outstanding to drive option-exercise selling .
Investment Implications
- Incentives appear well-aligned: Clear operating targets (revenue/adj. EBITDA) and multi-year PSU price hurdles support value creation; 2024 results delivered near-target payouts, consistent with disciplined plan setting .
- Unlock calendar suggests two annual selling windows: early February (RSUs) and mid-December (PSU milestone anniversaries), which may create episodic liquidity but with staggered, service-based vesting that moderates immediate supply .
- Governance mitigants offset dual-role risk: Lead Independent Director, independent committees, clawback, and no hedging/pledging; robust Say-on-Pay support reduces headline governance risk .
- Retention/CIC economics are competitive (12 months salary+COBRA outside CIC; salary+target bonus and equity acceleration on double trigger during CIC), balancing retention with shareholder protections (no gross-ups; achieved-performance-only acceleration for PSUs) .