Bradford L. Brooks
QUALYSAbout Bradford L. Brooks
Bradford L. “Brad” Brooks was appointed to the Qualys Board on October 30, 2025 and joined the Nominating & Governance Committee; he is a seasoned technology executive with over 30 years in cybersecurity and SaaS, including CEO roles at Censys and OneLogin and senior leadership at DocuSign, Juniper Networks, and Microsoft . He holds a B.S. in Economics from California State University, Chico, and a Master of International Management from Thunderbird School of Global Management (ASU) . As a newly appointed non-employee director, he will be compensated under Qualys’ standard director compensation policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Censys, Inc. | Chief Executive Officer | Jan 2022 – May 2025 | Led continuous attack surface management; drove execution in cybersecurity SaaS |
| OneLogin | President & Chief Executive Officer | Aug 2017 – Oct 2021 | Scaled cloud-based identity and access management business |
| DocuSign | Chief Marketing Officer; executive leader of product management and engineering | Jan 2015 – Jun 2017 | Led product and engineering; commercial scaling |
| Juniper Networks | Senior executive roles | Not disclosed | Network/security domain experience |
| Microsoft | Senior executive roles | Not disclosed | Enterprise software and go-to-market |
External Roles
| Organization | Type | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| ARC Document Solutions | Public company | Director; Lead Independent Director; Audit & Compensation Committee member | Apr 2018 – Nov 2024 | Governance leadership; audit and comp oversight |
| WeTransfer | Private company | Director | Mar 2021 – Jul 2024 | Digital content/platform oversight |
Board Governance
- Committee assignment: Nominating & Governance Committee member (appointed Oct 30, 2025) .
- Independence: Qualys’ Nominating & Governance Committee is composed of independent directors under Nasdaq rules; Brooks’ appointment to this committee indicates the board’s intent for him to meet independence standards .
- Attendance baseline: In 2024, the board held 4 meetings; Audit & Risk Committee 8; Compensation & Talent Committee 4; Nominating & Governance Committee 4. Each incumbent director attended at least 75% of the meetings of the board and their committees (Brooks was not yet on the board in 2024) .
- Chair/lead roles: Board Chair is independent (Jeffrey P. Hank); no lead independent director because the Chair is independent .
- Indemnification: Entered the company’s standard indemnification agreement upon appointment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Paid quarterly; pro-rated for partial quarters |
| Committee Membership Retainer (Nominating & Governance) | $5,000 | Annual member fee |
| Committee Chair Fees (if applicable) | $10,000 (Nominating & Governance); $15,000 (Compensation & Talent); $20,000 (Audit & Risk) | Only chair fee applies (not both chair and member) |
| Board Chair Additional Retainer | $50,000 | Not applicable to Brooks (he is not Chair) |
| Initial Equity Grant (RSUs) | Intended value $420,000 | Granted to newly elected directors; time-based vesting over 3 years |
| Annual Equity Grant (RSUs) | Intended value $250,000 | Increased from $200,000 effective Oct 30, 2024; vests on earlier of 1st anniversary or day before next AGM |
- Hedging/pledging prohibited: Directors may not hedge or pledge company stock or hold in margin accounts .
- Stock ownership guidelines: Non-employee directors must own ≥6x annual retainer (raised from 5x to 6x in Oct 2024); compliance required within five years of becoming a director and measured each Dec 31 .
Performance Compensation
| Director Pay Performance Metrics | Exists? | Detail |
|---|---|---|
| Performance-conditioned elements in director pay | No | Director equity is time-based RSUs; vesting accelerates upon change in control per the 2012 Equity Incentive Plan |
Other Directorships & Interlocks
| Company | Sector Overlap with Qualys | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| ARC Document Solutions | Document services | None apparent with cybersecurity SaaS; prior role ended Nov 2024 | No related-party transactions involving Brooks disclosed |
| WeTransfer | Digital file sharing | None apparent; prior role ended Jul 2024 | No related-party transactions involving Brooks disclosed |
Expertise & Qualifications
- Cybersecurity/SaaS operator: Former CEO of Censys and OneLogin; senior roles at DocuSign and Juniper; deep enterprise software execution .
- Governance: Lead Independent Director and committee experience (Audit/Compensation) at ARC Document Solutions .
- Education: B.S. Economics (CSU Chico); Master of International Management (Thunderbird/ASU) .
- The press release highlights expertise in SaaS, AI, and enterprise software; complements board breadth at Qualys .
Equity Ownership
| Date | Filing/Event | Security | Amount | Source |
|---|---|---|---|---|
| Oct 30, 2025 (event); filed Nov 3, 2025 | Initial Statement of Beneficial Ownership (Form 3) | QLYS Common Stock | No securities beneficially owned |
Ownership alignment and policies:
- Ownership guideline: Must reach ≥6x annual retainer; for Brooks, deadline is five years post-appointment (by Oct 30, 2030) under the policy .
- Hedging/pledging: Prohibited for directors under insider trading policy .
- Indemnification agreement executed at appointment .
Governance Assessment
- Positive signals:
- Committee placement: Nominating & Governance Committee requires independence; appointment supports independence and governance focus .
- Alignment policies: Robust director stock ownership guideline (6x retainer), hedging/pledging prohibitions, and standard indemnification promote alignment and risk control .
- Director equity is primarily RSUs with standardized vesting; annual intended value updated to market ($250k) following independent consultant review (Compensia) and peer benchmarking .
- Shareholder sentiment: 2024 Say-on-Pay received nearly 93% support, indicating broad investor confidence in compensation governance .
- Watch items:
- Initial ownership: Form 3 reported no beneficial ownership at appointment; monitor subsequent Form 4 filings for initial RSU grant and ongoing accumulation toward guidelines .
- Change-in-control acceleration: Director RSUs accelerate on change in control; common practice but monitor for any award design shifts that could be perceived as entrenchment .
- Conflicts/related parties:
- Company disclosed no related-party transactions involving Brooks; he is not party to transactions requiring Item 404(a) disclosure .
- Prior roles at cybersecurity firms (Censys) ended before appointment; no current competitive executive role disclosed .
Insider Trades
| Filing | Event Date | Reported Holdings/Notes |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 30, 2025 | No securities beneficially owned; filed with Power of Attorney authorizing Bruce Posey to sign Section 16 forms |
Notes on Director Compensation Governance
- Program design and review: Compensation & Talent Committee annually engages independent consultant (Compensia) and uses the same executive compensation peer group to review director pay; intended annual RSU value increased to $250k in Oct 2024 for competitiveness .
- Cash retainers paid quarterly; pro-rated for partial service in a quarter .
- Board/committee meeting cadence and attendance expectations are codified; all incumbent directors met ≥75% attendance in 2024 .