Tor R. Braham
A10 NetworksAbout Tor R. Braham
Tor R. Braham, age 67, is an independent director of A10 Networks and the Chair of the Audit Committee; he has served on A10’s board since March 2018. He is Of Counsel to King, Holmes, Paterno & Soriano, LLP and previously held senior investment banking roles focused on technology M&A, including Managing Director and Global Head of Technology M&A at Deutsche Bank Securities and Co-Head of West Coast U.S. Technology M&A at Credit Suisse First Boston; he holds a J.D. from NYU School of Law and a B.A. from Columbia College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank Securities Inc. | Managing Director; Global Head of Technology M&A | 2004–Nov 2012 | Led technology M&A franchise |
| Credit Suisse First Boston | Managing Director; Co-Head West Coast U.S. Technology M&A | 2000–2004 | Co-led tech M&A practice |
| Warburg Dillon Read LLC | Investment Banker | Not disclosed | Technology coverage |
| Wilson Sonsini Goodrich & Rosati | Attorney | Not disclosed | Technology legal counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viavi Solutions Inc. (Nasdaq: VIAV) | Director | May 2017–Nov 2024 | Network/service enablement & optical coatings |
| Yahoo! Inc. | Director | Apr 2016–Jun 2017 | Web services |
| Altaba, Inc. | Director | Jun 2017–Dec 2021 | Publicly traded investment company |
| NetApp, Inc. (Nasdaq: NTAP) | Director | Sep 2013–Mar 2016 | Storage & data management |
| Sigma Designs, Inc. | Director | Jun 2014–Aug 2016 | ICs for home entertainment |
| Live Oak Acquisition Corp (NYSE: DNMR) | Director | Feb 2020–Dec 2020 | SPAC |
| Live Oak Acquisition Corp II (NYSE: LOKB) | Director | Dec 2020–Oct 2021 | SPAC |
| King, Holmes, Paterno & Soriano, LLP | Of Counsel | Current (not dated) | Legal advisory |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under NYSE standards; Mr. Braham is independent .
- Committee assignments: Audit Committee member and Chair; audit committee also includes Peter Y. Chung and Eric Singer; Braham and Chung qualify as “audit committee financial experts” .
- Board leadership: CEO Dhrupad Trivedi serves as Chairperson; Eric Singer is the Lead Independent Director with defined responsibilities for independent director meetings and liaison functions .
- Attendance: In FY2024 the board held six meetings and acted by written consent seven times; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee held six meetings and two written consents; Compensation Committee held four meetings and eight written consents; Nominating & Corporate Governance Committee held four meetings and one written consent in 2024 .
- Risk & cybersecurity oversight: Audit Committee (chaired by Braham) oversees financial reporting controls, disclosure controls, related person transactions, enterprise risk including cybersecurity; board and audit committee receive quarterly IT/cybersecurity reports .
- Compensation interlocks: None; no executive officer served on another company’s committee with reciprocal service at A10 .
- Shareholder engagement and say-on-pay: Outreach to holders of >36% of shares; ~97% support for 2024 say-on-pay .
Committee Structure
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Tor R. Braham; Peter Y. Chung; Eric Singer | Tor R. Braham | 6 meetings; 2 consents |
| Compensation | Peter Y. Chung; Eric Singer; Dana Wolf | Peter Y. Chung | 4 meetings; 8 consents |
| Nominating & Corporate Governance | Eric Singer; Peter Y. Chung | Eric Singer | 4 meetings; 1 consent |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Paid for board service |
| Audit Committee Chair retainer | $20,000 | Chair premium |
| Audit Committee member retainer | $7,500 | Member premium (chair receives chair retainer) |
| Lead Independent Director | $15,000 | Not applicable to Braham |
| 2024 Cash fees — Tor R. Braham | $70,000 | $50,000 board retainer + $20,000 audit chair |
Performance Compensation
| Component | Value/Units | Vesting/Terms |
|---|---|---|
| Annual equity grant (continuing director) | $200,000 RSUs | Vests 100% on earlier of 1-year anniversary or next annual meeting, subject to service |
| Initial equity grant (new director) | $225,000 RSUs | Vests in three equal annual installments, subject to service |
| 2024 Stock award — Tor R. Braham | $199,997 | RSUs per program above |
| RSUs outstanding at 12/31/2024 — Tor R. Braham | 12,903 | Aggregate stock awards outstanding |
A10 does not grant stock options to directors; director equity is RSU-based and time-vested (no performance metrics for director equity) .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Summit Partners repurchase (related party) | Company repurchased 329,566 shares (~$5.2M) from Summit funds affiliated with director Peter Y. Chung; Chung had no material interest in the transaction . |
| Related party review | Audit Committee pre-approves related party transactions; formal policy prohibits related party transactions without Audit Committee consent, subject to defined exceptions . |
| Braham-specific related party | No related person transactions involving Mr. Braham disclosed . |
Expertise & Qualifications
- Technology M&A and corporate finance expertise from senior roles at Deutsche Bank Securities and Credit Suisse First Boston; legal training and technology industry experience (Wilson Sonsini) .
- Audit Committee Financial Expert designation by the board; financial sophistication per NYSE requirements (Braham qualifies) .
- Education: J.D., NYU School of Law; B.A., Columbia College .
- Independence: Board-determined independent director under NYSE rules .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership — Tor R. Braham | 172,881 shares (less than 1%) |
| RSUs expected to vest within 60 days (included above) | 12,903 shares |
| Hedging/derivatives; pledging | Prohibited under Insider Trading Policy for directors and employees |
Governance Assessment
- Strengths: Independent director; Chair of Audit Committee with “financial expert” status; strong committee activity and attendance; explicit oversight of ERM and cybersecurity; robust related party review; prohibition on hedging/pledging; director pay mix emphasizes equity alignment .
- Shareholder signals: High 2024 say-on-pay support (~97%); active investor outreach; broad employee ownership via ESPP (context for alignment culture) .
- Potential conflicts: None disclosed for Mr. Braham; Of Counsel role at a law firm with no disclosed related-party transactions; Summit-related repurchase involved another director (Chung) with no material interest .
- RED FLAGS: None disclosed — no attendance issues, no pledging/hedging, no related-party transactions tied to Mr. Braham, and director equity is time-based RSUs (no option repricing) .