Bruce K. Posey
QUALYSAbout Bruce K. Posey
Bruce K. Posey is Qualys’ Chief Legal Officer (since October 2021) and Corporate Secretary (since June 2012), previously serving as Vice President and General Counsel from May 2012 to October 2021. He holds a B.S. from the University of Oregon and a J.D. from the University of Michigan Law School; age 73 as of April 23, 2025 . During 2024, Qualys delivered 10% revenue growth to $607.6M and a 47% adjusted EBITDA margin, with EPS up 15% YoY, supporting PRSU outcomes near target and a pay-for-performance construct . Over the last five years, the company’s cumulative TSR translated a $100 investment to $168.19, while net income and revenues in 2024 were $173.7M and $607.6M, respectively .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Qualys, Inc. | Chief Legal Officer; Corporate Secretary | CLO since Oct 2021; Corporate Secretary since Jun 2012 | Senior legal leadership and corporate governance roles |
| Qualys, Inc. | Vice President & General Counsel | May 2012–Oct 2021 | General Counsel responsibilities |
| IntelePeer, Inc. | SVP, General Counsel & Corporate Secretary | Dec 2011–May 2012 | General Counsel responsibilities |
| Openwave Systems, Inc. | SVP, General Counsel & Corporate Secretary | Jan 2009–Dec 2011 | General Counsel responsibilities |
| iPass | SVP, General Counsel & Corporate Secretary | Jul 2002–Jan 2009 | General Counsel responsibilities |
External Roles
- No external or public company directorships disclosed for Mr. Posey .
Fixed Compensation
| Element | 2024 detail | Notes |
|---|---|---|
| Base salary | $380,000 at start of 2024; $390,000 at end of 2024 | Increase approved effective Nov 1, 2024 |
| Target bonus % (Q1/Q2/Q3/Q4) | 50% / 50% / 50% / 60% of quarterly base | Q4 target increased in Oct 2024 |
| 2024 quarterly targets ($) | $47,500 / $47,500 / $47,500 / $58,500; total $201,000 | Derived from above percentages |
| 2024 actual bonus payouts ($) | $44,983 / $19,808 / $48,070 / $50,837; total $163,698 | Overall plan payout ~81% of target |
2024 Corporate Bonus Plan metrics and outcomes (equal weighting):
| Quarter | Bookings growth target | Bookings actual | Bookings payout | Revenue growth target | Revenue growth actual | Revenue payout | Non‑GAAP EPS target | Non‑GAAP EPS actual | EPS payout | Weighted payout |
|---|---|---|---|---|---|---|---|---|---|---|
| Q1 | 5.9% | Not disclosed* | 87% | 12.1% | 11.6% | 72% | $1.39 | $1.45 | 125% | 95% |
| Q2 | 11.3% | Not disclosed* | —% | 10.4% | 8.4% | —% | $1.41 | $1.52 | 125% | 42% |
| Q3 | 8.3% | Not disclosed* | 125% | 9.8% | 8.4% | 54% | $1.34 | $1.56 | 125% | 101% |
| Q4 | 16.8% | Not disclosed* | 41% | 10.4% | 10.1% | 95% | $1.34 | $1.56 | 125% | 87% |
*Bookings actuals are internal and not disclosed due to competitive sensitivities .
Multi‑year summary compensation (as reported):
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 381,667 | 3,655,453 | 163,698 | 21,710 | 4,222,528 |
| 2023 | 363,333 | 2,323,636 | 91,818 | 23,182 | 2,801,969 |
| 2022 | 360,000 | 2,934,223 | 153,023 | 20,798 | 3,468,044 |
Performance Compensation
2024 equity grant mix and intended values:
| Award type | Shares (Posey) | Intended value | Vesting | Performance metrics |
|---|---|---|---|---|
| Time‑based RSUs (Oct 30, 2024) | 19,977 | $2,499,000 | Quarterly over 4 years; first vest Feb 1, 2025 | N/A |
| PRSUs at target (Oct approvals) | 8,562 | $1,071,000 | 3 annual tranches (2025/2026/2027); vest per annual goals; over‑performance deferred to year 3 | Revenue growth and adjusted EBITDA margin |
| PRSUs at max (Oct approvals) | 17,124 | $2,142,000 | As above | As above |
2024 PRSU tranche outcomes for Posey (three multi‑year grants):
| Grant (approval year) | Tranche year (perf) | Target PRSUs | Eligible based on 2024 performance | Immediate vest on certification | Deferred over‑performance vesting rule |
|---|---|---|---|---|---|
| 2023 PRSUs [first tranche] | 2024 | 2,181 | 2,239 (≈102.6%) | 2,181 | Excess (58 units) vests with 3rd tranche certification, subject to service |
| 2022 PRSUs [second tranche] | 2024 | 2,242 | 2,302 (≈102.6%) | 2,242 | Excess (60 units) vests with 3rd tranche certification, subject to service |
| 2021 PRSUs [third tranche] | 2024 | 2,969 | 3,048 (≈102.6%) | 3,048 | N/A (third‑year tranche fully releases) |
2024 plan‑based awards and grant date fair values:
| Grant date | Type | Shares | GDFV ($) |
|---|---|---|---|
| 10/30/2024 | Time‑based RSUs | 19,977 | 2,411,823 |
| 2/5/2024 (2023 approved) | PRSUs (Yr1 tranche) | 2,181 | 366,931 |
| 2/5/2024 (2022 approved) | PRSUs (Yr2 tranche) | 2,242 | 377,194 |
| 2/5/2024 (2021 approved) | PRSUs (Yr3 tranche) | 2,969 | 499,505 |
Plan structure and metrics:
- Annual cash plan metrics: bookings growth, revenue growth, non‑GAAP EPS; equal weighting; payouts capped at 125% per metric .
- PRSUs: annual goals in each tranche based on revenue growth and adjusted EBITDA margin; vest up to 100% each year with over‑performance deferred to year 3; up to 200% of target eligible across tranches, subject to continued service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/15/2025) | 29,546 shares; <1% of shares outstanding |
| Composition | 25,062 shares held; 4,484 RSUs vesting within 60 days |
| Outstanding unvested RSUs (12/31/2024) | 19,977 units; market value ~$2,801,175 at $140.22/share |
| PRSUs unvested (earned on 2024) | 2,239; 2,302; 3,048 units per 2023/2022/2021 grants |
| Future PRSU target (metrics not yet set) | 15,167 units across 2024/2023/2022 approvals |
| 2024 realized from vesting | 26,135 shares; $4,089,030 value |
| 2024 option exercises | 10,000 shares; $1,238,445 value realized |
| Hedging/pledging | Prohibited for directors and officers; cannot hold in margin accounts |
| Stock ownership guidelines | Executive officers: 3× base salary; Mr. Posey in compliance |
Employment Terms
Severance and change‑in‑control economics (as adopted in Oct 2021 for non‑CEO NEOs):
| Scenario | Cash severance | COBRA | Equity vesting |
|---|---|---|---|
| Qualifying termination (no CIC) | $292,500 for Mr. Posey (reflects 9 months of base salary) | $21,766 | None |
| Qualifying termination in connection with CIC | $624,000 for Mr. Posey | $29,021 | 100% acceleration of unvested equity; PRSUs vest at target for future periods; over‑performance amounts vest |
| Death or disability | Vesting acceleration of 100% of unvested RSUs and PRSUs at target for uncertified periods | — | As noted |
Policy mechanics:
- No tax gross‑ups; double‑trigger CIC protection; robust clawback aligned to SEC Rule 10D‑1 and Nasdaq .
- Severance tiers scale with tenure; Posey’s estimates above provided as of 12/31/2024 and $140.22/share .
Compensation Structure Analysis
- Increased cash at‑risk: target bonus raised to 60% in Q4 2024, aligning incentives to bookings, revenue, and EPS with 125% caps for outperformance .
- Equity skewed to RSUs/PRSUs: 2024 grants are exclusively RSUs/PRSUs with multi‑year PRSU tranches, reinforcing long‑term value drivers (revenue growth, adjusted EBITDA margin) .
- Historic shift from options: earlier mix included options (e.g., 2016 award with 36,300 options to Posey), while recent programs rely on RSUs/PRSUs, lowering exercise‑price risk and emphasizing performance alignment .
- Pay‑for‑performance integrity: 2024 PRSU results landed ~103% of target company‑wide and bonus outcomes varied by quarterly performance, evidencing calibration and governance (Say‑on‑Pay ~93% support) .
Related Party Transactions
- No related party transactions involving Mr. Posey disclosed; one family relationship disclosed for CEO’s sister with standard employee compensation and Audit & Risk Committee oversight .
Compensation Peer Group (Benchmarking)
- Peer group refreshed in April 2024; includes names across application/systems software such as Palo Alto Networks, CrowdStrike, HubSpot, HashiCorp, Rapid7, Tenable, and others; Compensia advises annually; pay set considering market data and target pay mix .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support nearly 93% (excluding abstentions and broker non‑votes), with continued shareholder outreach and program stability maintained on strong support .
Expertise & Qualifications
- Education: B.S. University of Oregon; J.D. University of Michigan Law School .
- Legal leadership: multi‑company GC and Corporate Secretary roles prior to and at Qualys .
- Governance: corporate secretary oversight and committee interaction through senior officer role .
Investment Implications
- Alignment signals: PRSUs tied to revenue growth and adjusted EBITDA margin, plus strict anti‑hedging/pledging and ownership guidelines, suggest strong alignment with shareholders .
- Limited selling pressure: while Posey realized value from RSU vesting and exercised 10,000 options in 2024, there is no disclosure of hedging/pledging and beneficial ownership remains maintained; Section 16 compliance was timely for 2024 (no Posey exceptions) .
- Retention risk appears managed: double‑trigger CIC, multi‑year PRSU deferral of over‑performance, and stock ownership requirements provide retention hooks; estimated CIC benefits quantify downside protection .
- Pay governance robust: high Say‑on‑Pay support and external consultant oversight with well‑defined performance metrics reduce compensation‑related governance risk .