Scott Weber
A10 NetworksAbout Scott Weber
Scott Weber, 59, serves as General Counsel and Corporate Secretary of A10 Networks; he has held this role since June 2022 and oversees legal and corporate compliance activities . He holds a J.D. from Southern Methodist University and a B.A. from Emory University . Company performance context during his tenure: FY2024 revenue was $261.7 million (+4% YoY) and adjusted EBITDA was $74.5 million (28.5% of revenue), which drove 2024 bonus outcomes; A10’s absolute TSR over 1/2/3/4/5 years was 44%/142%/146%/98%/182% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Workday (Nasdaq: WDAY) | Managed a commercial legal team for North America large sales; led global contracts operations team | 3 years | Supported enterprise sales execution and contracting operations |
| Lumina Networks | General Counsel | Not disclosed | Led legal function during growth and transition |
| Juniper Networks (NYSE: JNPR) | Head of Asian Legal Department (Singapore) | 10 years | Led regional legal operations across Asia |
External Roles
- No public company directorships or external board roles for Scott Weber are disclosed in the proxy statements reviewed .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 300,000 |
| Target Bonus (% of Salary) | — | 40% | — |
| Actual Annual Bonus ($) | — (no payout) | 108,000 | — |
Notes:
- 2024 corporate performance factor was 99.5% based on revenue and adjusted EBITDA; Weber’s individual performance multiplier was 90% .
- Base salary for 2025 remained unchanged vs 2024 .
Performance Compensation
Annual Incentive Plan – 2024 Design and Outcomes
| Item | Revenue | Adjusted EBITDA |
|---|---|---|
| Weighting | 50% | 50% |
| Threshold | $247.0M | $68.0M |
| Target | $261.6M | $75.3M |
| Maximum | $264.0M | $78.0M |
| Actual | $261.7M | $74.5M |
| Corporate Payout % | 100% | 99% |
- Corporate achievement blended to 99.5%; with Weber’s individual multiplier of 90%, his 2024 bonus paid $108,000 .
Long-Term Equity – Grants and Structure
| Grant Year | Instrument | Target Shares | Grant-Date FV ($) | Vesting/Performance |
|---|---|---|---|---|
| 2024 | PSU | 14,580 | 197,996 | 100-day VWAP milestones at $15.23 and $16.71; 50% vests within 30 days of milestone, 25% on each of 1st/2nd anniversaries; $15.23 milestone met by 12/31/2024 |
| 2024 | RSU | 9,720 | 131,998 | Vests in 3 equal annual installments starting Feb 1, 2025 |
| 2025 | PSU | 7,764 | — | VWAP milestones at $20.41 and $22.26; vesting mechanics substantially similar to 2024 |
| 2025 | RSU | 7,764 | — | Time-based vesting, substantially similar to 2024 |
| 2023 | PSU | — | — | VWAP milestones at $17.50 and $19.00; 50%/25%/25% vesting cadence after milestone |
| 2022 | PSU (Weber-specific) | — | — | $18.00 “Weber Performance Milestone”; 50%/25%/25% vesting cadence after 100-day VWAP achievement |
- Company notes no stock options granted since 2018 .
Equity Ownership & Alignment
Beneficial Ownership (as of 2/21/2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Scott Weber | 16,984 | <1% | 73,952,601 |
ESPP Purchases (2024)
| Holder | Shares Purchased | Weighted Avg Purchase Price ($) |
|---|---|---|
| Scott Weber | 2,165 | 11.52 |
Outstanding Equity Awards (Scott Weber, at 12/31/2024; NYSE close $18.40 used by company)
| Grant Date | Instrument | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 7/1/2022 | RSU | 7,460 | 137,264 | — | — |
| 7/1/2022 | PSU | — | — | 14,920 | 274,528 |
| 2/21/2023 | RSU | 5,294 | 97,410 | — | — |
| 2/21/2023 | PSU | — | — | 11,912 | 219,181 |
| 1/30/2024 | RSU | 9,720 | 178,848 | — | — |
| 1/30/2024 | PSU | — | — | 7,290 | 134,136 |
- Option exercises: none for Weber in 2023–2024; stock awards vested 3,730 shares in 2023 (value $52,742) and 10,023 shares in 2024 (value $155,248) .
- Hedging/pledging: prohibited for NEOs under Insider Trading Policy; no pledging allowed (reduces alignment risk) .
- Company states no stock options outstanding at 12/31/2024 .
Employment Terms
Change-in-Control and Severance Agreements
- Structure: Double-trigger CIC; requires qualifying termination during the CIC period for cash/vesting benefits .
- Non-CIC severance (after ≥1 year in exec role): 9 months base salary + up to 9 months COBRA reimbursements for NEOs other than CEO .
Estimated Payments (Weber; company illustrative values)
| Scenario | Salary Continuation ($) | Target Bonus ($) | RSU Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination unrelated to CIC | 225,000 | — | — | 25,497 | 250,497 |
| Termination in connection with CIC | 300,000 | 120,000 | 480,590 | 33,996 | 934,586 |
Other governance terms:
- Clawback policy effective Oct 26, 2023 under NYSE/Rule 10D-1; applies to incentive comp for 3 prior fiscal years in event of restatement .
- No excise tax gross-up; no repricing without shareholder approval .
Performance & Track Record
Company Financials and TSR (context for pay-for-performance)
| Metric | 2024 Result |
|---|---|
| Revenue | $261.7M; +$10M YoY (+4%) |
| Adjusted EBITDA | $74.5M (28.5% of revenue) |
| Say-on-Pay approval | ~97% in 2024 |
| Absolute TSR | 1yr 44%; 2yr 142%; 3yr 146%; 4yr 98%; 5yr 182% |
- 2024 Annual Incentive metrics were revenue and adjusted EBITDA, both near target, yielding 99.5% corporate payout factor .
- Long-term awards emphasize performance-based PSUs tied to stock price VWAP milestones (key measure in program) .
Compensation Committee & Benchmarking
- Compensation Committee: Peter Y. Chung (Chair), Eric Singer, Dana Wolf; independent consultant Pearl Meyer & Partners, LLC retained for competitive benchmarking; peer group spans networking/cyber/IT software/hardware names (e.g., Extreme Networks, NetScout, Zuora) .
Investment Implications
- Pay-for-performance alignment: Weber’s at-risk mix is significant (cash bonus tied 50% to revenue and 50% to adjusted EBITDA; majority of equity via PSUs), with explicit 100-day VWAP hurdles; 2025 PSUs have higher VWAP targets ($20.41/$22.26 vs $15.23/$16.71 in 2024), indicating continued emphasis on price-driven performance .
- Retention and vesting overhang: Upcoming RSU tranches (e.g., 2024 RSUs vest 3 equal annual installments beginning 2025-02-01) and PSU milestone-driven vesting create periodic supply; 2024 vesting realized 10,023 shares for Weber; no options outstanding minimizes concentrated, near-term option-driven selling pressure .
- Ownership alignment: Beneficial ownership is modest at 16,984 shares (<1%); ESPP participation (2,165 shares at $11.52 in 2024) signals ongoing accumulation, while hedging/pledging prohibitions reduce misalignment risk .
- Downside protections: Double-trigger CIC economics and 9 months non-CIC severance (salary + COBRA) provide baseline retention but are not excessive; no tax gross-ups and clawback policy support governance quality .