Peter Y. Chung

About Peter Y. Chung

Peter Y. Chung, 57, has served on A10 Networks’ board since June 2013. He is Managing Director and Chief Executive Officer of Summit Partners, L.P. (employed since 1994), holds an MBA from Stanford Graduate School of Business and an A.B. in economics from Harvard University, and is currently a director of MACOM Technology Solutions Holdings, Inc. (Nasdaq: MTSI). He is independent under NYSE rules and is designated by the board as an audit committee financial expert.

Past Roles

External Roles

Board Governance

• Independence and overall board structure: A10’s board is five members; 4 of 5 are independent (all except the CEO), with annual elections and average tenure ~6.4 years; average age ~57; 60% diversity. Chung is independent.
• Committee assignments: Audit (member; financial expert), Compensation (chair), Nominating & Corporate Governance (member).
• Attendance: Board met six times in FY2024 (plus seven written consents); no director attended fewer than 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
• Lead Independent Director: Eric Singer serves as Lead Independent Director.
• Committee activity levels: Audit (6 meetings, 2 written consents); Compensation (4 meetings, 8 written consents); Nominating & Corporate Governance (4 meetings, 1 written consent).

Fixed Compensation

• Equity compensation policy for directors: Initial grant $225,000 (RSUs) vesting in three equal annual installments; annual grant $200,000 (RSUs) vesting by the earlier of one year or next annual meeting; prorated if <12 months service; no options in 2024.

Performance Compensation

A10’s PSU programs and 100-day VWAP targets apply to executives, not directors; director equity is strictly time-based RSUs.

Other Directorships & Interlocks

• Compensation committee interlocks: None—no A10 executives sit on other companies’ compensation committees or boards creating interlocks.

Expertise & Qualifications

• Financial and investment expertise from decades at Summit Partners; communications technology sector experience.
• MBA (Stanford GSB) and A.B. in economics (Harvard).
• Audit Committee Financial Expert designation under SEC rules (with Tor Braham).

Equity Ownership

• Hedging and pledging: Prohibited for directors under A10’s Insider Trading Policy.
• Insider ownership concentration: Two institutional holders >5% (BlackRock 17.82%; Vanguard 9.56%), while Chung’s stake is <1%, aligning governance influence primarily via committee leadership rather than ownership control.

Governance Assessment

• Strengths
  • Independent director with multi-committee leadership: Compensation Committee Chair; Audit member (financial expert); Nominating & Governance member—supports robust oversight of pay, financial reporting, ESG, and conflicts.
  • Strong attendance and engagement; no director below 75% attendance; board and committees active throughout FY2024.
  • Shareholder support for pay practices (97% Say-on-Pay approval in 2024), reflecting confidence in compensation oversight.
  • Best-practice policies: clawback policy; hedging/pledging prohibitions; no option repricing; double-trigger CIC protections; independent consultant (Pearl Meyer) engaged by Compensation Committee.
• Potential risks / RED FLAGS
  • Related-party transaction: A10 repurchased 329,566 shares (~$5.2M) from Summit funds where Chung is a Managing Director. The proxy states Chung does not have a material interest, and related-party transactions are overseen under policy by the Audit Committee; nonetheless, such transactions can raise perceived conflict-of-interest concerns and warrant monitoring of process rigor and pricing fairness.
• Alignment signals
  • Director pay mix emphasizes equity (stock awards exceeded cash fees), promoting alignment with shareholder value; outstanding RSUs indicate ongoing stake.
  • Prohibition on hedging/pledging supports genuine exposure to A10 equity performance.

Compensation Committee Analysis

• Committee composition: Peter Y. Chung (Chair), Eric Singer, Dana Wolf—each independent under NYSE and SEC rules; non-employee and outside directors (162(m)).
• Consultant: Pearl Meyer engaged as independent compensation consultant for competitive pay practices and program design; determined independent in 2024.
• Interlocks: None disclosed.
• Processes: Annual risk assessment; capped annual incentives; discretion to reduce bonuses; substantial performance-based equity for executives (not directors).

Fixed Compensation (Director Program Details)

Performance Compensation (Director Program)

Say-on-Pay & Shareholder Feedback

Related Party Transactions

• Policy oversight: Audit Committee reviews and pre-approves related party transactions under formal policy.
• Interest statement: The proxy states Mr. Chung does not have a material interest in the repurchase transaction.

Director Compensation Summary (2024)

Expertise & Qualifications

Equity Ownership

Governance Implications for Investors

• Chung’s leadership across Audit (financial expert), Compensation (chair), and Nominating & Governance positions him as a key influencer of board effectiveness and pay integrity, supporting investor confidence in oversight of financial reporting, executive incentives, and ESG/conflict policies.
• The Summit-related repurchase is disclosed and governed by policy; while the proxy indicates no material interest for Chung, investors should monitor recurrence, pricing parity, and audit committee documentation to mitigate perceived conflicts.
• Director pay structure favors equity, with time-based RSUs, aligning incentives with long-term TSR without introducing performance-metric gaming risk at the board level.