Thomas Seifert
CloudflareAbout Thomas Seifert
Thomas J. Seifert (age 61) is Cloudflare’s Chief Financial Officer since June 2017. He previously served as CFO at Symantec (2014–2016), Brightstar (2012–2014), and AMD (CFO 2009–2012; Interim CEO 2011) and holds a B.A. and M.B.A. from Friedrich Alexander University and an M.A. in Mathematics & Economics from Wayne State University . Cloudflare delivered strong 2024 operating momentum: revenue rose 29% to $1,669.6 million, GAAP loss from operations improved to $(154.8) million, and non-GAAP operating income reached $230.1 million . Cloudflare does not run an annual cash bonus program for NEOs; compensation is predominantly long-term equity aligned to stock price and multi-year value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | CFO; Interim CEO | 2009–2012; 2011 | Led finance during transformation; interim CEO steering operations |
| Brightstar Corp. | EVP & CFO | 2012–2014 | Finance leadership in global wireless distribution |
| Symantec | EVP & CFO; Advisor | 2014–2016; 2016–2017 | CFO of leading cybersecurity firm; continued advisory through 2017 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wolfspeed, Inc. | Director | Current | Public semiconductor company board |
| First Derivatives plc (KX) | Director | Current | Ultra-high-performance analytics software company |
| CompuGroup Medical SE | Director | Prior | eHealth provider |
| IPG Photonics | Director | Prior | Fiber lasers manufacturer |
Fixed Compensation
- Base salary increased to $750,000 in 2024 (first increase since 2019 IPO); no NEO cash bonus program .
| Year | Base Salary ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 741,667 | 10,124,120 | — | 10,865,787 |
| 2023 | 650,000 | 12,887,596 | 3,579,519 | 17,117,115 |
| 2022 | 650,000 | 3,620,445 | 32,659,669 | 36,930,114 |
Performance Compensation
Cloudflare emphasizes multi-year equity over cash. Seifert’s 2024 and 2023 awards are service-based RSUs; his 2022 performance stock options were amended in 2023 to sharpen retention and align with stock price milestones.
RSU Awards (Service-Based)
| Grant | Units (#) | Grant Date | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2024 RSU | 122,970 | 1/24/2024 | 10,124,120 | 8 equal quarterly installments over 2 years; first vest 5/15/2024 |
| 2023 RSU | 204,988 | 4/19/2023 | 12,887,596 | 12 equal quarterly installments over 3 years; first vest 8/15/2023 |
Performance Stock Options (Amended May 1, 2023)
- Exercise price reset to $44.72; nine stock price target tranches with proportional earning; 1/6 of tranche vests quarterly after certification; time-based vesting waived on change-in-control; performance options excluded from Severance Policy acceleration (retain performance alignment) .
- As of early 2024 and 2025: tranche 1 ($72) certified on 1/23/2024; tranche 2 ($93) certified on 4/16/2024 ; first three tranches achieved by proxy statement date .
| Tranche | % of Option Earned | Shares (Seifert) | Stock Price Target ($) | Certification / Vesting Mechanics |
|---|---|---|---|---|
| 1 | 5% | 27,750 | 72.00 | 90-day VWAP meets target; then 1/6 vests each quarter |
| 2 | 5% | 27,750 | 93.00 | Same as above |
| 3 | 10% | 55,500 | 120.00 | As above; first three tranches achieved as of proxy date |
| 4–9 | 10%,10%,10%,10%,20%,20% | 55,500–111,000 | 156, 203, 263, 343, 446, 579 | Quarterly vesting post-certification |
Equity Ownership & Alignment
- Ownership guidelines: Senior executives must hold at least 1x salary; hedging and pledging prohibited (waiver required from CLO/CFO). As of Dec 31, 2024, all NEOs and directors were compliant with guidelines . Insider trading policy prohibits short sales, derivatives (outside compensatory awards), hedging, pledging, margin accounts absent waiver .
Beneficial Ownership (as of March 31, 2025)
| Holder | Class A Shares | Class B Shares | % Voting Power | Notes |
|---|---|---|---|---|
| Thomas Seifert | 189,776 | 572,566 | “*” (less than 1%) | Includes 180,341 Class B options exercisable within 60 days; 69,375 Class A perf. options exercisable within 60 days (50,875 vested) and 52,032 RSUs vesting within 60 days |
Outstanding Equity at FY2024 Year-End
| Award | Unvested/Unexercisable | Vest Terms / Notes |
|---|---|---|
| RSU (2024 grant) | 76,857 shares | 8 quarterly installments following 2/15/2024 |
| RSU (2023 grant) | 102,494 shares | 12 quarterly installments following 5/15/2023 |
| RSU (2022) | 11,337 shares | 1/2 vested 2/15/2024; remainder in 8 quarterly installments |
| RSU (2021) | 3,135 shares | 1/2 vested 2/15/2023; remainder over 8 quarterly installments |
| Perf. Options (2022; amended 2023) | 522,625 unexercisable; 32,375 exercisable | Nine stock price tranches; time-based vesting per tranche post-certification; time-based waived on change-in-control |
Vesting Activity and Insider Transactions (2024–2025)
- 10,000-share open-market sale on 7/3/2024 at ~$84.97; Form 4 filed 7/2–7/3/2024 .
- 10,000-share sale on 6/20/2025 at ~$180.76; Form 4 filed 6/23/2025 .
- RSU tax withholding: 20,478 shares withheld on 8/15/2025 at $195.38; Form 4 filed 8/19/2025 .
- 10,000-share sale on 10/20/2025 at ~$209.62–$213.40 under Rule 10b5-1 plan adopted 11/26/2024; after transactions, 189,517 Class A shares owned directly .
Employment Terms
- At-will employment, participation in Cloudflare’s 2024 Key Executive Change in Control and Severance Policy (effective 9/13/2024), substantially similar to the prior 2019 policy .
Severance (Outside Change-in-Control)
| Component | Amount |
|---|---|
| Cash severance | 6 months base salary ($375,000) |
| Health benefits (COBRA) | 12 months premiums ($18,448) |
| Total | $393,448 |
Severance (In Change-in-Control Period; double trigger)
| Component | Amount |
|---|---|
| Cash severance | 12 months base salary ($750,000) |
| Prorated target annual bonus | Lump sum (policy-defined) |
| Equity acceleration | 100% acceleration of unvested time-based awards granted on/after policy effective date; performance options excluded (time-based waived; performance tested per terms) |
| Health benefits (COBRA) | 12 months premiums ($18,448) |
| Total | $21,639,309, including $20,870,861 equity acceleration at $107.68 share price |
- Clawback: SEC Rule 10D-1/NYSE-compliant policy to recover incentive comp upon financial restatements; applies to current/former executive officers .
- Tax gross-ups: None; 280G “better-of” cutback or full-pay approach to maximize after-tax benefit; no excise tax gross-ups .
Compensation Structure Analysis
- Mix shift: Increased fixed base for CFO in 2024 after long freeze; still dominated by equity vesting over 2–3 years (RSUs) plus long-dated performance options .
- Equity award modification: 2023 amendments repriced performance options to $44.72 and reset hurdles ($72–$579), increasing retentive value amid market reset—a governance consideration often scrutinized by investors .
- Peer benchmarking: Compensation committee uses a cloud/software peer set (e.g., CrowdStrike, Datadog, MongoDB, Okta, Palantir, Snowflake, Zscaler, The Trade Desk, Unity, UiPath, etc.) with updates in 2023 and 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting Say-on-Pay approval: ~81.2% ; 2023 approval: ~73.7% . Committee continues pay-for-performance emphasis and engages on feedback .
Cloudflare Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $975,241,000* | $1,296,745,000* | $1,669,626,000* |
| EBITDA ($) | $(115,121,000)* | $(71,165,000)* | $(36,037,000)* |
Values retrieved from S&P Global.*
Additional 2024 highlights: GAAP gross profit $1,290.9M (77.3% GM); non-GAAP operating income $230.1M; GAAP net loss $(78.8)M; free cash flow $166.9M (10% of revenue) .
Investment Implications
- Alignment: No annual bonus and heavy equity mix (multi-year RSUs, performance options) aligns CFO incentives with sustained stock price appreciation and execution, with first three stock price tranches already achieved—positive on value creation continuity .
- Retention/Selling pressure: Regular RSU vesting and periodic 10b5-1-plan sales (e.g., 6/20/25, 10/20/25) and tax withholdings are typical; direct Class A ownership (~190K shares) plus exercisable options and unvested RSUs provide continued stake .
- Governance: 2023 option amendments (repricing/reset hurdles) improved retentive value but are a potential red flag to some shareholders; mitigated by stringent performance hurdles and exclusion from change-in-control acceleration .
- Downside/Protection: Double-trigger severance with no tax gross-ups and SEC-compliant clawback policy reduces entrenchment and supports shareholder-aligned governance .
- Business backdrop: 29% revenue growth and improving operating leverage in 2024 underpin equity award value realization; sustained delivery is key given pay-for-performance architecture .