PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

Forward-Looking Statements

This Proxy Statement includes forward-looking statements. These statements are not historical facts and are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Key themes from our engagement with stockholders and the actions we took in response include:

FORTINET, INC.
909 Kifer Road
Sunnyvale, California 94086

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PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING AND PROCEDURAL MATTERS

Q:   Why am I receiving these materials?

A:    The Board of Directors is providing these proxy materials to you in connection with the solicitation of proxies for use at Fortinet’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), to be held on Friday, June 14, 2024 at 10:00 a.m. Pacific time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth in this Proxy Statement.

We expect to mail the Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 1, 2024. Copies of our proxy materials and 2023 Annual Report are available at www.edocumentview.com/FTNT. Our 2023 Annual Report may also be obtained by accessing Fortinet’s filings on the SEC’s website at www.sec.gov.

The 2024 Annual Meeting will be held in a virtual-only format. We believe that hosting a virtual meeting will allow for greater stockholder attendance and participation from any location around the world. The virtual-only approach also lowers costs and aligns with our broader sustainability goals. You will not be able to attend the 2024 Annual Meeting in person.

Q:   Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

A:    Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Q:   How can I get electronic access to the proxy materials?

A:    The Notice will provide you with instructions regarding how to:

•        View our proxy materials for the 2024 Annual Meeting on the internet; and

•        Have future proxy materials sent to you electronically by email.

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site.

Q:   Can I attend the 2024 Annual Meeting?

A:    If you were a stockholder of record at the close of business on April 22, 2024 (the “Record Date”) (i.e., your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) or if you are a proxy holder for such a stockholder, you may participate in the 2024 Annual Meeting by following the instructions below:

•        Beginning at 9:45 a.m. Pacific Time on June 14, 2024, please visit meetnow.global/MJPSAKY.

•        Enter the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you receive.

If you held your shares through an intermediary on the Record Date (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the 2024 Annual Meeting by following the instructions below:

•        You must obtain a legal proxy, executed in your favor, from the holder of record reflecting the number of shares of common stock you held as of the Record Date, along with your name and email address.

•        Submit proof of your legal proxy by forwarding the email from your broker, or attaching an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on June 11, 2024. You will then receive a confirmation of your registration, with a control number, by email from Computershare.

•        At the time of the 2024 Annual Meeting, go to meetnow.global/MJPSAKY and enter your control number.

If we experience technical difficulties during the meeting (e.g. a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via meetnow.global/MJPSAKY. The virtual meeting platform is fully supported across most browsers (including Edge, Firefox, Chrome and Safari) and devices (including desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call Computershare toll free at (888) 724-2416.

Q:   How can I ask questions at the 2024 Annual Meeting?

A:   You will be able to attend the 2024 Annual Meeting online and submit your questions during the meeting by visiting meetnow.global/MJPSAKY. For technical support, please call Computershare toll free at (888) 724-2416.

Q:   Who is entitled to vote at the 2024 Annual Meeting?

A:    You may vote your shares of Fortinet common stock if our records show that you owned your shares at the close of business on the Record Date. At the close of business on the Record Date, there were 763,326,544 shares of Fortinet common stock outstanding and entitled to vote at the 2024 Annual Meeting. You may cast one vote for each share of common stock held by you as of the Record Date on all matters presented.

Q:   What is the difference between holding shares as a stockholder of record or as a beneficial owner?

A:    With respect to your shares that are registered directly in your name with Fortinet’s transfer agent, Computershare, you are considered the “stockholder of record” and the Notice has been sent directly to you by Fortinet. As the stockholder of record, you have the right to grant your voting proxy directly to Fortinet or to a third party, or to vote in person at the 2024 Annual Meeting.

With respect to your shares that are held by a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name” and the Notice is being forwarded to you together with voting instructions on behalf of your broker, trustee or nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the 2024 Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the 2024 Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the 2024 Annual Meeting. If you hold your shares through a broker and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters but not on non-routine matters. Even though we are listed on The Nasdaq Stock Market LLC (“Nasdaq”), the rules of the New York Stock Exchange (the “NYSE”) govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of Nasdaq-listed companies.

As a result:

•        Your broker will not have the authority to exercise discretion to vote your shares with respect to the election of directors (Proposal One) or the advisory vote on named executive officer compensation (Proposal Three).

•        Your broker will have the authority to exercise discretion to vote your shares with respect to the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal Two), because that matter is treated as routine under NYSE rules.

Because the proposals to be acted upon at the 2024 Annual Meeting include both routine and non-routine matters, if you do not give voting instructions to your broker, trustee or nominee, your broker, trustee or nominee may either (i) vote your shares on routine matters or (ii) leave your shares unvoted.

A broker “non-vote” occurs when your broker, trustee or nominee does not vote on a particular proposal because the broker, trustee or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from you as the beneficial owner.

Q:   How can I vote my shares without attending the 2024 Annual Meeting?

A:    You are encouraged to vote your shares in advance of the 2024 Annual Meeting.    If voting in advance of the 2024 Annual Meeting, the steps required to cast your votes are the same as indicated in the materials received with this Proxy Statement. If you have not already voted your shares in advance, you will be able to vote your shares electronically during the 2024 Annual Meeting by clicking on the “Cast Your Vote” link on the Meeting Center site.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the 2024 Annual Meeting. There are three ways to vote by proxy:

By mail — If you are a stockholder of record, you may vote by submitting a proxy card; please refer to the voting instructions in the Notice or below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee; please refer to the voting instructions provided to you by your broker, trustee or nominee.

By internet — Stockholders of record of Fortinet common stock with internet access may submit proxies by following the “Vote by Internet” instructions described in the Notice until 11:59 p.m. Eastern time on Thursday, June 13, 2024 or by following the instructions at www.investorvote.com/FTNT. Most Fortinet stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or nominees. Please check the voting instructions for internet voting availability.

By telephone — Depending on how your shares are held, you may be able to vote by telephone. If this option is available to you, you will have received information with the Notice or the voting instruction card provided by your broker, trustee or nominee explaining this procedure.

Q:   How many shares must be present or represented to conduct business at the 2024 Annual Meeting?

A:    The presence of the holders of a majority of the issued and outstanding shares of our capital stock entitled to vote at the 2024 Annual Meeting is necessary to constitute a quorum at the 2024 Annual Meeting. Such stockholders are counted as present at the meeting if they (i) are present in person at the 2024 Annual Meeting or, (ii) represented by proxy.

Under Delaware law, abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present at the 2024 Annual Meeting. However, as discussed above, under “What is the difference between holding shares as a stockholder of record or as a beneficial owner?” brokers have limited discretionary authority to vote shares that are beneficially owned and, therefore, are not entitled to vote on non-routine matters in the absence of voting instructions from the beneficial owner of such shares.

Q:   What proposals will be voted on at the 2024 Annual Meeting?

A:    The proposals scheduled to be voted on at the 2024 Annual Meeting are:

•        Proposal One:    The election of the nine directors set forth in Proposal One to serve for a one-year term expiring at the 2025 Annual Meeting and until their respective successors are duly elected and qualified;

•        Proposal Two:    The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•        Proposal Three:    An advisory vote to approve our named executive officer compensation.

Q:   What is the voting requirement to approve each of the proposals?

A:    We have a majority voting standard for uncontested elections of directors (Proposal One), which means that to be elected, a director nominee must receive a majority of the votes cast, i.e. the number of shares voted “FOR” a director nominee must exceed the votes cast “AGAINST” that nominee.

The affirmative vote of a majority of the shares of our common stock that are present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote is required to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal Two) and to approve the advisory resolution on named executive compensation (Proposal Three).

Q:   How are votes counted?

A:    You may vote “FOR” or “AGAINST” each of the nominees for election as director in Proposal One and on each of Proposal Two and Proposal Three. You may also “ABSTAIN” from voting.

Abstentions are deemed to be shares present or represented by proxy and entitled to vote. Abstentions have no effect on Proposal One and the same effect as a vote against Proposals Two and Three.

Brokers have discretionary authority to vote shares that are beneficially owned on Proposal Two. If a broker chooses not to vote shares for or against Proposal Two, it would have the same effect as an abstention. Broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposals One and Three.

All shares entitled to vote and represented by properly submitted proxies received prior to the 2024 Annual Meeting (and not revoked) will be voted at the 2024 Annual Meeting in accordance with the instructions indicated by such proxy. If no instructions are indicated on such proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors.

Q:   How does the Board of Directors recommend that I vote?

A:    The Board of Directors recommends that you vote your shares:

•        “FOR” each of the nine nominees for election as directors (Proposal One);

•        “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two); and

•        “FOR” the advisory resolution to approve named executive officer compensation (Proposal Three).

Q:   What happens if additional matters are presented at the 2024 Annual Meeting?

A:    If any other matters are properly presented for consideration at the 2024 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2024 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Ken Xie and John Whittle, or either of them, will have discretion to vote on those matters in accordance with their best judgment. Fortinet does not currently anticipate that any other matters will be raised at the 2024 Annual Meeting.

Q:   Can I change my vote?

A:    Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the 2024 Annual Meeting.

If you are the stockholder of record, you may change your vote: (i) by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); (ii) by providing a written notice of revocation to Fortinet’s Corporate Secretary at Fortinet, Inc., 909 Kifer Road, Sunnyvale, California 94086 prior to your shares being voted; or (iii) by attending the 2024 Annual Meeting and voting virtually. Attending the meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If you are a beneficial owner of shares held in street name, you may change your vote (a) by submitting new voting instructions to your broker, trustee or nominee or (b) if you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote your shares, by attending the 2024 Annual Meeting and voting virtually.

Q:   What should I do if I receive more than one set of voting materials?

A:    If you received more than one Notice, voting instruction card or set of proxy materials, your shares are registered in more than one name or brokerage account. Please follow the instructions on each Notice or voting instruction card that you receive to ensure that all of your shares are voted.

Q:   Is my vote confidential?

A:    Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Fortinet or to third parties, except: (i) as necessary to meet applicable legal requirements; (ii) to allow for the tabulation of votes and certification of the vote; and (iii) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to Fortinet management.

Q:   Who will serve as inspector of election?

A:    The inspector of election will be a representative of Computershare.

Q:   Where can I find the voting results of the 2024 Annual Meeting?

A:    We will announce preliminary voting results at the 2024 Annual Meeting. We will disclose final voting results in a Current Report on a Form 8-K filed with the SEC within four business days after the 2024 Annual Meeting.

Q:   Who will bear the cost of soliciting votes for the 2024 Annual Meeting?

A:    Fortinet will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Q:   What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

A:    You may submit proposals, including nominations of director candidates, for consideration at future stockholder meetings.

For inclusion in Fortinet’s proxy materials — Stockholders may present proper proposals for inclusion in Fortinet’s proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to Fortinet’s Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2025 Annual Meeting, stockholder proposals must be received by Fortinet’s Corporate Secretary no later than December 27, 2024, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

To be brought before the annual meeting — In addition, Fortinet’s Amended and Restated Bylaws (our “Bylaws”) establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made (i) pursuant to our notice of meeting of stockholders, (ii) by or at the direction of the Board of Directors or a duly authorized committee thereof or (iii) by a stockholder who has delivered written notice to Fortinet’s Secretary within the Notice Period (as defined below) and complied with the other procedural requirements sets forth in our Bylaws and who was a stockholder of record at the time of such notice, as of the record date and at the time of the annual meeting. The notice must contain specified information about the nominees and about the stockholder proposing such nominations.

Our Bylaws also provide that the only business that may be conducted at an annual meeting is business that is (a) properly brought before the meeting pursuant to Fortinet’s proxy materials with respect to such meeting, (b) properly brought before the meeting by or at the direction of the Board of Directors or (c) properly brought before the meeting by a stockholder who has delivered written notice to Fortinet’s Corporate Secretary at its principal executive offices within the Notice Period and who was a stockholder at the time of such notice and as of the record date. The notice must contain specified information about the matters to be brought before such meeting and about the stockholder proposing such matters.

The “Notice Period” is defined as that period not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting. As a result, the Notice Period for the 2025 Annual Meeting will start on February 14, 2025 and end on March 16, 2025.

If a stockholder who has notified Fortinet of such stockholder’s intention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting, Fortinet need not present the proposal for vote at such meeting.

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to Fortinet’s Corporate Secretary at our principal executive offices or by accessing Fortinet’s filings on the SEC’s website at www.sec.gov. All notices of proposals by stockholders, whether or not included in Fortinet’s proxy materials, should be sent to Fortinet’s Corporate Secretary at our principal executive offices.

Q:   How may I obtain a separate set of proxy materials or the 2023 Annual Report?

A:    If you share an address with another stockholder, each stockholder may not receive a separate copy of our proxy materials and 2023 Annual Report. Stockholders who do not receive a separate copy of our proxy materials and 2023 Annual Report and want to receive a separate copy may request to receive a separate copy of, or stockholders may request additional copies of, our proxy materials and 2023 Annual Report by calling (408) 235-7700 or by writing to Fortinet, Inc., 909 Kifer Road, Sunnyvale, California 94086, Attention: Investor Relations. Our 2023 Annual Report may also be obtained by accessing Fortinet’s filings on the SEC’s website at www.sec.gov. Stockholders who share an address and receive multiple copies of our proxy materials and 2023 Annual Report can also request to receive a single copy by following the instructions above.

NetScreen and Senior Software Engineer for Milkyway Networks Corporation, a network security solutions provider. Mr. Michael Xie has an M.S. in electrical engineering from the University of Manitoba in Canada, as well as a B.S. and an M.S. in automobile engineering from Tsinghua University in China.

Mr. Michael Xie has more than 20 years of technical and operational experience in the network security industry, which includes positions as the President and Chief Technology Officer of Fortinet, the Vice President of Engineering of ServGate and the Software Director and Architect of NetScreen. The Board of Directors believes that Mr. Michael Xie’s deep technical knowledge is invaluable in developing and improving Fortinet’s technology and network security products. The Board of Directors also believes Mr. Michael Xie provides valuable perspective and experience as a co-founder of Fortinet and one of its largest stockholders.

Kenneth A. Goldman has served as a member of the Board of Directors since October 2020. Mr. Goldman has served as the President of Hillspire LLC, a family office management company, since September 2017. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., a provider of internet content and services. Prior to this, Mr. Goldman was our Senior Vice President and Chief Financial Officer from September 2007 to October 2012. From January 2015 to December 2017, Mr. Goldman served as a member of the PCAOB, Standing Advisory Group. Mr. Goldman currently serves as a member of the PCAOB, Investor Advisory Group. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s primary advisory group. Mr. Goldman currently serves on the boards of directors of GoPro, Inc., a company that designs, develops and markets cameras, mounts, and accessories, RingCentral, Inc., a provider of cloud-based communication and collaboration products and services, and Zuora, Inc., an enterprise software company. Mr. Goldman is also on the board of directors of the Value Reporting Foundation (“VRF”), which is responsible for the financing, oversight, administration and appointment of the VRF Standard Board. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School.

Mr. Goldman has developed expertise in finance, including accounting and financial reporting, as a Chief Financial Officer of Yahoo! Inc. and in other finance roles, and has career experience managing human resources and legal functions. Mr. Goldman also has over ten years of outside board experience at the aforementioned companies and numerous other public and private companies.

Ming Hsieh has served as a member of the Board of Directors since April 2013. Mr. Hsieh has served as the Chairman and Chief Executive Officer of Fulgent Therapeutics Inc., a cancer drug research and development company, since September 2012. From October 2010 to June 2012, Mr. Hsieh served as the President of 3M Cogent, Inc., a provider of global biometric identification solutions, following the acquisition of Cogent, Inc. by 3M Company in 2010. Prior to the acquisition, Mr. Hsieh served as the Chief Executive Officer, President and Chairman of the board of directors of Cogent since founding Cogent in 1990. Prior to that, Mr. Hsieh was a research and development engineer at International Rectifier Corporation, a manufacturer of semiconductors, from 1985 to 1987. Mr. Hsieh received a B.S.E.E. from the University of Southern California in 1983 and an M.S.E.E. from University of Southern California in 1984.

Mr. Hsieh has leadership, operational and executive experience by serving as Chief Executive Officer, President and Chairman of the board of directors of Cogent.

Jean Hu has served as a member of the Board of Directors since October 2019. Since January 2023, Ms. Hu has served as Executive Vice President and Chief Financial Officer of Advance Micro Devices, Inc., a semiconductor company. Prior to AMD, Ms. Hu served as Executive Vice President and Chief Financial Officer of Marvell Technology Group Ltd., a semiconductor company, from August 2016 to January 2023. Ms. Hu served as Senior Vice President and Chief Financial Officer of Qlogic Corporation, a network server and storage networking company, from April 2011 to August 2016, and as acting Chief Executive Officer of Qlogic from May 2013 to February 2014 and from August 2015 to August 2016. From 2004 to 2011, Ms. Hu served in various senior positions at Conexant Systems, Inc., a semiconductor company, including as Chief Financial Officer and Senior Vice President, Business Development from December 2008 to April 2011 and as Treasurer from June 2009 until April 2011. Ms. Hu holds a B.S. in Chemical Engineering from Beijing University of Chemical Engineering and a Ph.D. in Economics from Claremont Graduate University.

Ms. Hu has extensive experience in the management of technology companies from her positions at AMD, Marvell and Qlogic, and expertise in corporate financing, accounting and financial reporting.

William H. Neukom has served as a member of the Board of Directors since January 2013 and served as our Lead Independent Director from April 2018 until April 2024. Mr. Neukom was previously the lead lawyer for Microsoft Corporation, a multinational technology corporation, for nearly 25 years, managing its legal, government affairs and philanthropic activities. He retired from Microsoft as its Executive Vice President of Law and Corporate Affairs in 2002, when he returned to Preston, Gates & Ellis LLP and served as the firm’s chairman from 2003 until its merger with Kirkpatrick & Lockhart Nicholson Graham LLP in 2007. He is a retired partner in the Seattle office of the international law firm K&L Gates LLP and is a lecturer at Stanford Law School, where he teaches a seminar on the rule of law. He is a member of the Dean’s Council at Stanford Law School and was its chair from 2012 to 2015. Mr. Neukom was the Chief Executive Officer of the San Francisco Giants major league baseball team from 2008 to 2011, and served as its Chairman Emeritus during 2012. He is a trustee emeritus of Dartmouth College, having served as chair of the board from 2004 to 2007, and was President of the American Bar Association from 2007 to 2008, and was awarded the ABA Medal in 2020. Mr. Neukom is the Cofounder and President of the World Justice Project, an organization devoted to promoting the rule of law throughout the world. Mr. Neukom also serves on the board of several not-for-profit organizations. Mr. Neukom earned an A.B. from Dartmouth College and an LL.B. from Stanford University.

Mr. Neukom has business leadership, operational, legal and executive experience as a result of his service as Managing General Partner and Chief Executive Officer of San Francisco Baseball Associates L.P., an operator and promoter of professional and semiprofessional athletic clubs and events and owner of the San Francisco Giants, as President of the American Bar Association, as a partner at an international law firm and as the Executive Vice President of Law and Corporate Affairs for Microsoft. The Board of Directors believes that Mr. Neukom, with his experience with the technology industry and his expertise in legal, governance and compliance matters, brings a unique and valuable perspective to the Board of Directors.

Judith Sim has served as a member of the Board of Directors since June 2015 and has served as our Lead Independent Director since April 2024. Ms. Sim previously held various customer-related and marketing positions at Oracle Corporation, multinational computer technology company providing cloud applications and cloud platform services, from 1991 to April 2020, including as its Chief Marketing Officer from 2005 to April 2020. Ms. Sim received a B.S. in dietetics from the University of California at Davis.

Ms. Sim has leadership and executive experience from her position as head of marketing programs at Oracle, including experience in field marketing, corporate communications, global customer programs, advertising, campaigns, events and corporate branding.

Admiral James Stavridis (Ret), USN, PhD has served as a member of the Board of Directors since October 2021. Admiral Stavridis (Ret) spent 37 years in the U.S. Navy, rising to the rank of 4-star Admiral. Among Admiral Stavridis’ (Ret) many commands were four years as the 16th Supreme Allied Commander of NATO, leading the NATO Alliance in global operations and where his responsibilities included cybersecurity. He was the longest serving Combatant Commander in recent U.S. history. In the course of his Navy career, Admiral Stavridis (Ret) served as senior military assistant to the Secretary of the Navy and the Secretary of Defense. He led the Navy’s premier operational think tank for innovation, Deep Blue. Following his military career, Admiral Stavridis (Ret) served for five years as the 12th Dean of The Fletcher School of Law and Diplomacy at Tufts University. While Dean, he created a blended master’s degree in cyber and international relations at Tufts. He is a nationally recognized cybersecurity expert and routinely teaches on cyber challenges and offers insights via speaking appearances. He is currently Managing Director and Vice Chairman, Global Affairs of The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, and is Chair of the Board of Trustees of the Rockefeller Foundation, an American private foundation and philanthropic medical research and arts funding organization. Admiral Stavridis (Ret) attended the U.S. Naval Academy at Annapolis and earned a PhD in international relations from The Fletcher School at Tufts University.

Admiral Stavridis (Ret) has extensive government and leadership experience as a result of his military service. The Board of Directors believes that Admiral Stavridis (Ret), with his experience with NATO and his expertise governance matters, brings a unique and valuable perspective to the Board of Directors.

Mary Agnes “Maggie” Wilderotter has served as a member of the Board of Directors since April 2024. Ms. Wilderotter currently serves as the Chairman and Chief Executive Officer of Wilderotter Vineyards, a winery located in Plymouth, California, serves on the public boards of Costco Wholesale Corp., membership warehouse club, and Sana Biotechnologies, Inc., a biotechnology company creating and delivering cell and gene therapies, and is chair of the Board of Directors at DocuSign, Inc, a cloud-based digital transaction administration platform, at which she served as interim Chief Executive Officer from June 2022 to September 2022. She serves on the private boards of Tanium Inc, privately held cybersecurity and systems management company and Sonoma Biotherapeutics Inc, a clinical-stage biotechnology company developing engineered regulatory T cell therapies. She is also a senior advisor to a number of companies including Accenture Public Limited Company, a professional services company, Okta, Inc., an identity and access management company, Blackstone Inc., an alternative asset management company, Atairos Management LP, an independent strategic investment company, Bank of America Corporation, a multinational investment bank and financial services holding company, American Century Companies, Inc., a privately controlled and independent investment management firm, Garden City Equity, a private equity firm headquartered in Atlanta, GA, Celonis GmbH, a data processing company offering software as a service to improve business processes, and Sixth Street Partners, LLC, a global investment firm. Ms. Wilderotter was Chief Executive Officer of The Grand Reserve Inn, a five-star luxury resort, for seven years and before that, she was Chief Executive Officer of Frontier Communications Parent, Inc., an American telecommunications company, from 2004 through 2015, and then Executive Chairman of Frontier Communications until 2016. Ms. Wilderotter was previously a director of Xerox Holdings Corporation, a document management technology and services enterprise, DreamWorks Animation LLC, an American entertainment company producing animated feature films, Cadence Design Systems, Inc., a computational software company delivering hardware, software and IP for electronic design, Hewlett Packard Enterprise Company, an information technology company, The Procter & Gamble Company, a consumer goods company, and Lyft, Inc, a ride-sharing company.

Ms. Wilderotter previously served as the Chief Executive Officer of Wink Communications Inc., a video production company that creates, organizes and prepares video content for online distribution, from 1997 to 2002. From 2002 to 2004, Ms. Wilderotter also served as Senior Vice President of Global Business Strategy at Microsoft Corporation, a multinational technology corporation. Ms. Wilderotter has also served in various leadership capacities, including as Executive Vice President of National Operations for AT&T Communications Services International Inc., Chief Executive Officer of AT&T’s Aviation Communications Division, and as Senior Vice president of McCaw Cellular Communications, an American communication service company.

Ms. Wilderotter previously served on the President’s National Security Telecommunications Advisory Committee as both Vice Chairman and Chairman during her four-year tenure, which ended in 2014. She also served until 2017 on a special commission responsible for a recommendation report to the U.S. president on enhancing national cybersecurity. Ms. Wilderotter received her Bachelor’s Degree in economics from the College of the Holy Cross, and also holds an Honorary Doctor of Engineering degree from the Stevens Institute of Technology and an Honorary Doctor of Laws degree from the University of Rochester.

Ms. Wilderotter has developed extensive knowledge and experience during her service on the boards of over 35 public companies in her career, and her broad-ranging corporate experiences, including senior leadership positions, in the areas of telecommunications, retail, media, healthcare and technology.

Director Expertise and Experience

The Board of Directors is comprised of a diverse mix of directors with complementary expertise and experience, as summarized in the table below. Our directors may also have limited expertise and experience in addition to what is reflected in the “Number of Directors” column below.

Board Diversity Matrix

We believe that representation of gender, ethnic, geographic, cultural or other perspectives expands the Board of Directors’ understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders. The following matrix discloses the gender and demographic backgrounds of our directors, as self-identified by its members in accordance with Nasdaq Listing Rule 5606.

As of the 2024 Annual Meeting:

As of the 2023 Annual Meeting:

CORPORATE SOCIAL RESPONSIBILITY

We believe that our corporate vision — a digital world you can always trust — is essential to achieving just and sustainable societies, and that it is our responsibility to deliver on that vision by addressing cybersecurity risks to society, diversifying cybersecurity talent, representing the interests of the environment and promoting responsible business across our value chain. These responsibilities drive our CSR practices.

Our commitment to CSR starts at the highest level with the Social Responsibility Committee, which the Board of Directors established on its own initiative in 2021 to ensure proper focus on, and provide proper oversight of, our CSR strategy, initiatives and execution. Our senior leadership sponsors and helps oversee the integration of our CSR priorities broadly throughout our business operations, and our Global Head of Sustainability manages a team and chairs an internal cross-functional employee CSR Committee to define our CSR strategy and lead execution. We believe having oversight at the level of a committee of the Board of Directors reinforces the importance of CSR practices in our business and helps steer our CSR performance.

Our objective is to promote long-term value for our stakeholders, including customers, partners, suppliers, employees, stockholders and communities. Our sustainability strategy, which is based on a formal materiality assessment conducted in 2021 with outside experts, is informed as follows:

For each of our defined CSR priorities we have developed roadmaps and engaged relevant business units in the implementation process. We are focused on continuously improving our sustainability efforts and further aligning with global reporting frameworks. We publish our sustainability report on an annual basis, and actively participate in sustainability assessments from rating agencies. In 2023, we were named a member of the Dow Jones Sustainability World and North American Indices for the second consecutive year, demonstrating the continued progress we have made on our sustainability journey.

In April 2024, we published our sustainability report, which presents a balanced account of our 2023 sustainability performance and progress across our most material priority areas. The report references Global Reporting Initiative standards, Sustainability Accounting Standards Board standards, the Task Force on Climate-Related Financial Disclosures framework and United Nations Sustainable Development Goals.

We engage with key internal and external stakeholders to help refine our CSR practices. Below are specific areas that we know are of particular importance to many of our stockholders based on the feedback received.

Environment

We recognize that environmental considerations such as climate change, resource scarcity and the energy crisis are top priorities for the future of our planet. We are committed to helping address climate change impacts and minimizing the environmental footprint of our solutions, operations and our broader value chain. A significant part of our core business mission is to consolidate security functionalities and networking functionalities in a way that is more energy efficient. We continue to combine innovation with environmental

sustainability to reduce the use of energy, cooling and space required for our solutions, thereby helping our customers minimize power consumption and greenhouse gas emissions. We also ensure that our products comply with global product environmental compliance directives and regulations.

We are engaged on a decarbonization path to reach net zero for our Scope 1 and Scope 2 emissions by 2030 which includes ensuring 100% renewable energy use in our owned facilities, and formally signed on to the SBTi commitment in September 2022. We disclose our greenhouse gas emissions across all scopes as part of our annual sustainability report. In 2023, we obtained the ISO14001 certification for our largest company-owned warehouse in Union City, California, and have continued to be a leader on energy efficiency with the launch of our SP5 ASIC and our FortiGate-90G model. We submitted our survey on environment to CDP, which is a not-for-profit organization that runs the global disclosure system for companies to manage their environmental impacts.

Social

We are committed to building an inclusive, equitable and diverse workforce within our organization and across the security industry to help empower individuals to reach their full potential. We continue to focus on skilling, upskilling and reskilling individuals and are on track to reach our goal of training one million people in cybersecurity by 2026 with over 430,000 individuals trained as of the end of 2023. As part of our Education Outreach Program, which focuses on creating a more diverse cybersecurity talent pool, we launched the Veterans Program Advisory Council to help build on the Veterans Program’s success in providing more cybersecurity training pathways for military veterans across the United States, the United Kingdom, Canada, Australia and New Zealand. We offered our Security Awareness Curriculum at no cost to primary and secondary schools across the same countries. We continued to expand partnerships with educational institutions and now have over 650 Authorized Academic Partners in 99 countries or territories across the world. Internally, we continue to foster a culture of diversity and inclusion through our Diversity, Equity and Inclusion (“DEI”) Council, which meets quarterly, Employee Resource Groups and various campaigns and activities that engage our broader workforce.

Our governance on DEI starts at the highest level with the Human Resources Committee, which has oversight of DEI-related matters. At the corporate level, a global DEI Organizing Committee and DEI Council are in place to provide a shared direction and commitment to recruiting and valuing a diverse workforce, fostering a culture of teamwork and openness and building a more inclusive workplace.

We are committed to transparency and disclosure through the reporting of multiple 2023 diversity metrics on our workforce relative to gender, ethnicity and age, and published our EEO-1 report.

Governance

We are focused on good governance and ethical practices throughout our business. The Board of Directors frequently reviews our governance practices to ensure that they are appropriate and reflect the maturity of our company.

To promote ethical business practices across our value chain, we have adopted and regularly review policies that set out a Business Code of Conduct for all employees, partners, suppliers and vendors, and have trainings and controls in place. In 2023, we established a risk management committee and steering committee to further enhance our anti-corruption program and we employ a thorough screening process for partners and suppliers, including continuous monitoring in high-risk zones, and resolution process for risk mitigation.

As part of our engagement with stockholders, we regularly evaluate our corporate governance structure and practices, and have implemented the following measures, among others: adopted a majority voting standard for uncontested elections of directors; removed supermajority voting requirements in our certificate of incorporation and bylaws; allowed stockholders to call special meetings of our stockholders; declassified our Board of Directors; implemented proxy access; and implemented stock ownership guidelines with respect to our non-employee directors. As noted above, based on feedback from our stockholders, the Board of Directors supports the approval of a majority voting proposal as discussed in this Proxy Statement.

For more information regarding Fortinet’s CSR approach and ESG initiatives, please
visit our website at https://www.fortinet.com/csr or read our 2023 Sustainability report:
https://www.fortinet.com/corporate/about-us/corporate-social-responsibility/sustainability-report. The information contained in our 2023 Sustainability Report is not intended to be incorporated into this Proxy Statement.

Clawback Policy

In October 2023, the Board of Directors adopted a new compensation recovery policy (the “Clawback Policy”) in order to comply with new rules and regulations promulgated by the SEC, including Rule 10D-1 of the Exchange Act. The Clawback Policy requires us to recover or “clawback” certain incentive-based compensation from covered executives in the event we are required to restate our financial statements due to material noncompliance with any financial reporting requirements under the federal securities laws. Specifically, under the Clawback Policy, if the restatement would result in any incentive-based compensation received (as defined in the applicable rules) to have been lower had it been calculated based on such restated results, we must recover the amounts in excess of what would have been paid under the restatement from any participant who received such incentive-based compensation. The recovery period extends up to three years prior to the date that it is, or reasonably should have been, concluded that we are required to prepare a restatement. The Human Resources Committee (or in the absence of a committee of independent directors responsible for executive compensation decisions, a majority of the independent directors serving on the Board of Directors) has the sole authority to enforce the Clawback Policy.

Separately, the Human Resources Committee has extended the Clawback Policy to amounts received under the Company’s Senior Management Bonus Program (the “Bonus Program”) by participants who are not otherwise covered by the terms of the Clawback Policy described above.

Board Leadership Structure

Our Corporate Governance Guidelines provide the Board of Directors with flexibility to select the appropriate leadership structure depending on what the Board of Directors determines is in Fortinet’s best interests at a given time. As a result, the Board of Directors does not have a policy on whether or not the roles of the Chairman of the Board of Directors and Chief Executive Officer should be separate and, as described below, such roles are not currently separate. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of our stockholders. A copy of our Corporate Governance Guidelines is available on our website at investor.fortinet.com/corporate-governance-0. Any changes to the leadership structure of the Board of Directors, if made, will be promptly disclosed on the Investor Relations portion of our website and in our proxy materials. The Board of Directors, in its sole discretion, may seek input from our stockholders on the leadership structure of the Board of Directors.

Mr. Ken Xie currently serves as our Chairman and Chief Executive Officer. Given that Mr. Ken Xie is our co-founder, the Board of Directors does not consider Mr. Ken Xie to be “independent” and, therefore, the Board of Directors, including the independent directors, believe it is in the best interest to designate a Lead Independent Director. The Board of Directors, including the independent directors, has designated Ms. Sim as our current Lead Independent Director. In addition to the duties of all members of the Board of Directors, Ms. Sim’s principal responsibilities as our Lead Independent Director are to: preside over executive sessions of the Board of Directors; review and comment on the agenda for meetings of the Board of Directors in consultation with the Chairman and Chief Executive Officer and other members of the Board of Directors; act as principal liaison between the independent directors and the Chairman and Chief Executive Officer on sensitive issues; raise issues with management on behalf of the independent directors when appropriate; and assess the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties. Ms. Sim is, and other members of the Board of Directors are, also authorized to represent the Board of Directors in communications with stockholders and other stakeholders and members of the Board of Directors have periodically engaged in communications with stockholders and other stakeholders. Ms. Sim, along with other members of the Board of Directors, in discharging their risk oversight responsibility (as further described below) actively review and provide feedback on risk management to the management team and the design of the Board of Directors.

The Board of Directors believes that the current leadership structure provides an appropriate balance between strong leadership from our Chairman and Chief Executive Officer and oversight by independent directors. In particular, this structure capitalizes on the expertise and experience of Mr. Ken Xie and Ms. Sim, as it permits Mr. Ken Xie to serve as a bridge between the Board of Directors and management, helping both to act with a common purpose and providing critical leadership for carrying out our strategy and confronting

challenges, while Ms. Sim ensures independence of the Board of Directors from management and, as Lead Independent Director, can call and chair meetings of the independent directors separate and apart from the Chairman. The Board of Directors also believes that there may be other advantages to having a Lead Independent Director for matters such as communications and relations between the Board of Directors, the Chief Executive Officer and the other members of our senior management, and in assisting the Board of Directors in reaching consensus on particular strategies and policies. Messrs. Ken Xie and Michael Xie, as the only two management directors, do not participate in sessions of non-management directors, and non-management directors meet regularly in executive session without management.

Board of Directors’ Role in Risk Oversight

The Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and to enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks that Fortinet faces and what steps management is taking to manage and mitigate those risks but also understanding what level of risk is appropriate for Fortinet. The involvement of the full Board of Directors in reviewing Fortinet’s business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for Fortinet. The Board of Directors and its committees engage, as appropriate, external advisors and experts to assist in anticipating future threats and trends and assessing our risk environment.

On an annual basis, under oversight of the Audit Committee, management, with the assistance of external advisors, conducts an enterprise risk assessment to assess key enterprise risks over different time horizons (short-term (current to six months), mid-term (six to twelve months) and long-term (more than twelve months)). Following such assessment, key risk areas are shared with the Audit Committee and management assigns owners to each risk who are tasked with reviewing and assessing the contributing factors, evaluating management’s existing risk mitigation capabilities, identifying risk mitigation enhancement considerations and potential future state activities and assessing resources needed to implement desired mitigation enhancements. Risk mitigation efforts are then reported by management to the Audit Committee or the Board of Directors throughout the year. Moreover, we conduct quarterly meetings of our cross-functional Ethics Committee and periodically update our Human Resources Committee regarding the activities of the Ethics Committee.

Though the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board of Directors also have responsibility for risk management. Our Audit Committee reviews financial and other risk exposures, our internal controls over financial reporting, our disclosure controls and procedures, and our legal and regulatory compliance. Our Audit Committee also is responsible for oversight of risks related to data privacy and cybersecurity. Our Human Resources Committee evaluates our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures. In setting compensation, the Human Resources Committee strives to create incentives that encourage a reasonable level of risk-taking consistent with Fortinet’s business strategy and to encourage a focus on building long-term value at Fortinet. Our Human Resources Committee also oversees other areas of risk related to human resources, such as culture and ethics matters and DEI initiatives. Our Governance Committee has oversight on risks related to corporate governance matters, and oversees the evaluation of the performance of the Board of Directors. Our Social Responsibility Committee oversees risks related to our sustainability and corporate social responsibility and ESG approach, including long-term trends and impacts that may affect our business and main stakeholders. The Board of Directors also directly oversees certain strategic risks to Fortinet and other risk areas not delegated to one of its committees.

The risk oversight responsibility of the Board of Directors and its committees is supported by our management reporting processes. At periodic meetings of the Board of Directors and its committees and in other meetings and discussions, management reports to and seeks guidance from the Board of Directors and its committees with respect to the most significant risks that could affect our business, such as cybersecurity risks, legal risks and financial, tax and audit related risks. In addition, management provides the Audit Committee

periodic reports on Fortinet’s compliance programs and efforts, investment policy and practices. Our management reporting processes, including the enterprise risk assessment, are designed to provide the Board of Directors with visibility into the identification, assessment, and management of critical risks and into certain of management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity, compensation-related risk, and tax), human capital, legal, regulatory, cybersecurity and data privacy and reputational risks. The Board of Directors reviews strategic and operational risk in the context of discussions, question-and-answer sessions, and reports from the management team at each regular meeting of the Board of Directors, and evaluates the risks inherent in significant transactions. Each director is invited to attend committee meetings, and the committees periodically provide the full Board of Directors reports on significant committee activities.

Cybersecurity Risk Oversight

As one of the critical elements of our overall Enterprise Risk Management approach, our cybersecurity program is focused on the following key areas:

Governance:    The Board of Directors’ oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with executives with responsibility for cybersecurity, our Chief Executive Officer, Chief Technology Officer and President, Chief Financial Officer, Chief Operating Officer/General Counsel and other members of management. Management is promptly updated regarding any significant security events and the Audit Committee regularly reviews updates from our information security and product security leaders about cyber threat response preparedness, security controls and procedures, security program maturity milestones, risk and approaches to risk mitigation and the current and emerging threat landscape. In addition, all members of the Board of Directors receive management’s cybersecurity updates to the Audit Committee as part of their regular attendance at meetings of the Board of Directors.

Collaborative Approach:    We have implemented a broad, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. In addition, we manage a cross-functional program across our engineering, manufacturing and technical services teams, together with our suppliers and channel partners, designed to ensure the proper security of our products from design through manufacture and shipment.

Information Security:    We implement organizational, administrative and technical measures based on commercially reasonable procedures using: (i) industry standard information security measures prescribed for use by National Institute of Standards and Technology (“NIST”); (ii) security measures aligned with the ISO/IEC 27000 series of standards, (iii) Sarbanes-Oxley and SSAE 18/ISAE 3402; (iv) privacy regulations such as the GDPR and the CCPA; (v) business continuity management measures aligned with the ISO/IEC 22301 standard; and (vi) other generally recognized industry standards, in each case, designed to safeguard the confidentiality, integrity, and availability of our infrastructure and data and the resiliency of our operations.

Technical Safeguards:    We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

Incident Response and Recovery Planning:    We have established and maintain broad incident response and recovery plans that help enable our effective and orderly management of, and response to, any identified security incidents, including escalation and internal and external-notification steps, allowing the incident response team to respond in a timely manner and enlist appropriate personnel and third-party experts. We maintain a process to promptly assess and assign severity levels to any identified security incidents in order to prioritize their importance and promptly direct resources to those issues of potentially greater impact. The notification plan establishes steps to alert external stakeholders as appropriate, including law enforcement, regulatory bodies, investors, customers and other business partners.

The Governance Committee’s criteria and process for evaluating and identifying the candidates that it recommends to the full Board of Directors for selection as director nominees are as follows:

•        The Governance Committee evaluates the current composition and organization of the Board of Directors.

•        The Governance Committee reviews on at least an annual basis the desired qualifications and characteristics for membership on the Board of Directors.

•        The Governance Committee evaluates the performance of individual members of the Board of Directors eligible for re-election and selects, or recommends for the selection of the Board of Directors, the director nominees for election to the Board of Directors by our stockholders at the annual meeting of stockholders.

•        In its evaluation of director candidates, including the members of the Board of Directors eligible for re-election, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors and considers: (i) the current composition and organization of the Board of Directors and the needs of the Board of Directors and its committees; (ii) such factors as character, judgment, diversity, expertise, business experience, length of service, independence, other commitments and the like; and (iii) such other factors as the Governance Committee may consider appropriate. The Governance Committee considers diversity of skills, experience, gender and race, among other factors, in evaluating candidates for the Board of Directors.

•        While the Governance Committee has not established specific minimum qualifications for director candidates, the Governance Committee believes that candidates and nominees must reflect a Board of Directors that is comprised of directors who: (a) are predominantly independent; (b) are of high integrity; (c) have broad, business-related knowledge and experience at the policy-making level in business or technology, including their understanding of the networking security industry and Fortinet’s business in particular; (d) have qualifications that will increase overall effectiveness of the Board of Directors; and (e) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members.

•        With regard to candidates who are properly recommended by stockholders or by other means, the Governance Committee will review the qualifications of any such candidate, which review may, in the Governance Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate, or other actions that the Governance Committee deems necessary or proper.

•        In evaluating and identifying candidates, the Governance Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm.

•        The Governance Committee will apply these same principles when evaluating candidates for the Board of Directors who may be elected initially by the full Board of Directors to fill vacancies or add additional directors prior to the annual meeting of stockholders at which directors are elected.

•        After completing its review and evaluation of director candidates, the Governance Committee recommends to the full Board of Directors the director nominees.

Proxy Access

Our Bylaws provide a method for stockholders to place their nominees for director on our proxy ballot. Under our Bylaws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously throughout the three-year period (i) through the date of the nomination notice or (ii) following date we implemented proxy access in our Bylaws, whichever is later, is entitled to nominate and include in our proxy materials director nominees constituting up to the lesser of two individuals or 20% of the number of members of the Board of Directors, subject to reduction in certain circumstances, and subject to the stockholders and the nominees satisfying the requirements specified in our Bylaws. Our obligation to include director nominees in its annual meeting proxy materials is also subject to certain exceptions as set forth in our

Bylaws. Written notice of the nomination(s) must be submitted to our Corporate Secretary at our principal executive office no earlier than the 120th day, and no later than the 90th day, prior to the one-year anniversary of the preceding year’s annual meeting, subject to certain exceptions as set forth in our Bylaws.

Attendance at Annual Meetings of Stockholders by the Board of Directors

Although Fortinet does not have a formal policy regarding attendance by members of the Board of Directors at Fortinet’s annual meeting of stockholders, Fortinet welcomes, but does not require, directors to attend. Mr. Ken Xie was the only director who attended the 2023 Annual Meeting.

Contacting the Board of Directors

Stockholders who wish to communicate with the members of the Board of Directors may do so by sending a letter to Fortinet’s Corporate Secretary, c/o Fortinet, Inc., 909 Kifer Road, Sunnyvale, California 94086, or by fax to (408) 235-7737. The Corporate Secretary reviews all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, routes such communications to the appropriate member(s) of the Board of Directors, or if none is specified, to the Lead Independent Director.

EXECUTIVE OFFICERS

The names of our executive officers, their ages, their positions with Fortinet and other biographical information, as set forth below, are as of March 31, 2024. Messrs. Ken Xie and Michael Xie are brothers. There are no other family relationships among any of our directors or executive officers.

Ken Xie.    For a brief biography of Mr. Ken Xie, please see “Proposal One — Election of Directors — Information Regarding the Board of Directors and Director Nominees.”

Michael Xie.    For a brief biography of Mr. Michael Xie, please see “Proposal One — Election of Directors — Information Regarding the Board of Directors and Director Nominees.”

Keith Jensen has served as our Chief Financial Officer since May 2018 and has served as our Chief Accounting Officer since July 2015. From February 2018 to May 2018, Mr. Jensen served as our Interim Chief Financial Officer. Mr. Jensen served as our Vice President of Finance and Corporate Controller from May 2014 to July 2015. From November 2012 to May 2014, Mr. Jensen served in various positions at DataDirect Networks, Inc., a data storage provider, including as its Chief Accounting Officer and Chief Administrative Officer. From February 2006 to November 2012, Mr. Jensen served in various positions at Sybase, Inc. (which was acquired by SAP America, Inc. in July 2010), an enterprise software and services company, including as Sybase’s Chief Financial Officer and Chief Accounting Officer. Prior to Sybase, from October 1999 to January 2006, Mr. Jensen served as Chief Financial Officer of Dorado Network Systems Corporation, a provider of software solutions to financial service companies. Mr. Jensen also previously held several positions with Coopers & Lybrand, including audit manager. Mr. Jensen holds a B.S. in Business from California State University, Sacramento.

John Whittle has served as our Chief Operating Officer since January 2024 and as our Corporate Secretary since January 2007. Mr. Whittle served as our Chief Legal Officer from April 2022 to January 2024, and as Executive Vice President of Corporate Development from January 2019 to January 2024. Mr. Whittle served as our General Counsel from October 2006 to April 2022 and as Vice President of Corporate Development from October 2010 until January 2019. From March 2006 to October 2006, Mr. Whittle was Vice President and General Counsel for Ingres Corporation, an open-source database company formed by a divestiture from Computer Associates. Prior to working at Ingres, from January 2000 to March 2005, Mr. Whittle was Vice President and General Counsel for Corio, Inc., an enterprise application services provider. Mr. Whittle worked from March 2005 to March 2006 with International Business Machines Corporation following its acquisition of Corio. Prior to joining Corio, Mr. Whittle was an attorney at the law firm of Wilson Sonsini Goodrich & Rosati, P.C. from 1996 to 2000, representing technology companies in general corporate matters, mergers and acquisitions and initial and follow-on public offerings. Mr. Whittle holds a B.A. in history from the University of Virginia and a J.D. from Cornell University Law School.

By delivering compensation in a mix of fixed and variable pay, including long-term vesting equity awards, we seek to align the incentives of our NEOs with the achievement of long-term business objectives and financial performance that drives sustained stockholder value.

To support our long-term objectives and reinforce a strong pay-for-performance culture, a majority of total direct compensation for our NEOs is awarded in the form of at-risk cash annual incentives and long-term vesting equity awards. In addition, our compensation program includes competitive base salaries and standard health and welfare benefits that are generally available to our other team members, including medical, dental, vision, life and disability insurance and 401(k) plans.

For 2023, the material elements of our executive compensation program were:

Our program is designed to balance rewards for both short-term operating results and long-term growth, and the Human Resources Committee evaluated NEO performance against key financial measures, strategic objectives and stockholder return. We delivered approximately 96% of total direct compensation for our CEO, and 93% of average total direct compensation for our other NEOs, through awards linked to our performance. The only fixed component of pay was base salary.

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:

Stockholder Advisory Vote on Named Executive Officer Compensation

Our stockholders will have the opportunity again at this year’s 2024 Annual Meeting to vote on our NEO compensation through the stockholder advisory vote (commonly known as a “say-on-pay” vote) included as Proposal Three in this Proxy Statement. Over 89% of the stockholder votes cast have been cast in favor of our NEO compensation at each of our past five annual meetings of stockholders. The Human Resources Committee considers input from our stockholders and the outcome of our annual say-on-pay votes when making future executive compensation decisions and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Human Resources Committee will seek to understand and consider our stockholders’ concerns and will evaluate whether any actions are appropriate to address those concerns. Since the 2023 stockholder vote on executive compensation occurred after the Human Resources Committee had established all of the compensation elements for 2023, the Human Resources Committee could only take into consideration the 2023 stockholder vote in establishing executive compensation for 2024. We encourage you to review this “Executive Compensation” section, together with the compensation tables that follow, prior to casting your advisory vote on the “say-on-pay” proposal.

Compensation Decision-Making

Role of the Human Resources Committee in Executive Compensation Decisions

The Human Resources Committee has overall responsibility for approving the compensation of our NEOs. The Human Resources Committee also oversees our diversity, equity and inclusion initiatives and reviews with management the compensation disclosures required by the SEC. Members of the Human Resources Committee are appointed by the Board of Directors. See “Corporate Governance — Board Meetings and Committees — Human Resources Committee” for more detail about the responsibilities and procedures of the Human Resources Committee.

Role of Compensation Consultant

The Human Resources Committee relies on its independent compensation consultant to provide advice on matters relating to the compensation of our NEOs and non-employee directors. For 2023, the Human Resources Committee engaged Compensia in this capacity. A representative of Compensia generally attends meetings of the Human Resources Committee. In addition, Compensia provided competitive market assessments of our executive and non-employee director compensation programs, reviewed the Compensation Discussion and Analysis section of this Proxy Statement and provided support on other matters as requested by the Human Resources Committee.

For 2023, the Human Resources Committee also engaged Compensia to provide and to report on the results of a competitive assessment of the compensation of our NEOs, which is based on analysis of market and peer company compensation data. This assessment is one factor considered by the Human Resources Committee as discussed in more detail below under “— 2023 Compensation Decisions.” Compensia reports directly to the Human Resources Committee and provided no services to us other than the consulting services to the Human Resources Committee. Based on consideration of the various factors set forth in the rules of the SEC and Nasdaq listing standards, the Human Resources Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Human Resources Committee has raised any conflict of interest.

Role of Executives in Executive Compensation Decisions

The Human Resources Committee generally seeks input from our Chief Executive Officer, Mr. Ken Xie, when discussing the performance of and compensation levels for our NEOs other than for himself and Mr. Michael Xie. Neither Mr. Ken Xie nor any of our other NEOs participates in deliberations relating to their own compensation, and Messrs. Ken Xie and Michael Xie do not participate in deliberations related to each other’s compensation.

Peer Group

In October 2022, with assistance from Compensia, the Human Resources Committee developed and approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for 2023.

The peer group was comprised of security competitors, network infrastructure technology companies and other software companies focusing on data management, internet infrastructure and enterprise application software. In selecting peers, the Human Resources Committee also generally sought to include companies with annual revenue ranging from approximately $2.0 billion to $7.6 billion and a market capitalization generally ranging from $19.8 billion to $79.3 billion as of October 4, 2022. The peer group approved in October 2022 included the 18 technology companies listed below:

For 2023, the Human Resources Committee removed Cloudflare, DocuSign and Okta from the peer group and added Datadog, Equinix and ServiceNow to the peer group.

2023 Compensation Decisions

Base Pay.    As part of our annual performance review process and review of the NEOs’ compensation, early each year the Human Resources Committee assesses the performance of the NEOs, considering factors such as company performance, department performance and individual performance, including each NEO’s expertise, position, past contributions to Fortinet and potential future contributions to Fortinet. Largely as a result of this assessment and taking into account reasonable annual base pay increase practices and Compensia’s data and analysis, the Human Resources Committee considered whether and how much to adjust the base pay of the NEOs.

In February 2023, the Human Resources Committee decreased the annual base pay of Mr. Ken Xie and kept the annual base pay of Mr. Michael Xie, Mr. Jensen, Mr. Perche and Mr. Whittle unchanged, as further described below. After these changes, salary for our NEOs was generally around the 50th percentile of the competitive market data.

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(1)    Mr. Perche’s salary is expressed in Swiss Francs.

Variable Pay.    We determine the executive’s actual level of variable compensation in accordance with the terms of the Bonus Program approved by the Human Resources Committee for the year. In developing the framework, we seek to set total cash compensation (i.e., base salary plus variable pay) to meet our goal of ensuring that our cash compensation levels are competitive and to enable us to retain and motivate our NEOs.

In February 2023, the Human Resources Committee set the 2023 target bonus opportunities of the NEOs as further described below.

Target Bonus Opportunities

2023 Bonus Program

In 2023, the Human Resources Committee based the Bonus Program funding on achievement of revenue and operating income targets, as set forth in more detail below, with 70% of the bonus pool funding based on revenue achievement and 30% based on operating income achievement. The Human Resources Committee weighted the Bonus Program funding more heavily toward achieving revenue over operating income because it believed that, at this stage, a continued focus on growing revenue would help drive our long-term success and result in greater opportunity for profit in the future and enhanced stockholder value. However, because we believe it is important for our executives to monitor expenses closely as well, the Human Resources Committee also based a portion of the bonus pool funding on our operating income performance. Operating income for purposes of the Bonus Program is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) but rather is defined as net income plus income taxes, stock-based compensation, interest income and foreign exchange currency gains or losses and other adjustments to GAAP income as defined in our non-GAAP definition for external reporting purposes. For purposes of the Bonus Program, revenue is calculated in accordance with GAAP.

For purposes of the Bonus Program, a minimum performance level (based on a percentage of the revenue and operating income target levels) had to be met before funding could occur. For 2023, threshold (i.e., the minimum) performance level was 90% of both the revenue target and the operating income target. Once the threshold performance level is surpassed, the funding of the bonus payments for our NEOs was to increase on a graduated basis for each of the revenue portion and the operating income portion as follows:

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(1)   Our NEOs are ineligible for bonus payments at or below 90%; performance levels must surpass 90% for our NEOs to be eligible to receive bonus payments pursuant to the Bonus Program.

Bonus payments were calculated and awarded quarterly. Bonus payments were based on unaudited, preliminary revenue and operating income results. Adjustments based on actual revenue and operating income results may be made in subsequent quarters at the Human Resources Committee’s discretion. No bonuses are paid to our NEOs under the Bonus Program if our financial results are below our guidance such that we determine to pre-announce our financial results.

2023 Bonus Results

For 2023, we achieved between 91% and 104% of our quarterly and annual revenue targets and we achieved between 95% and 119% of our quarterly and annual operating income targets. The following charts set forth both the target levels for our revenue and operating income performance, the revenue and operating income levels actually achieved, and the percentages of target revenue actually achieved.

Based on our results for 2023, and certain adjustments made for individual performance made by our Human Resources Committee, our NEOs earned the following aggregate bonuses during 2023:

Equity-Based Awards

We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our NEOs for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our NEOs with those of our stockholders. In 2023, the Human Resources Committee re-introduced PSUs to the NEOs’ equity compensation program. In 2023, the NEOs were granted an equal split of time-based RSUs and performance-based PSUs (at target). The Human Resources Committee determined to continue to grant RSUs based on an evaluation of the objectives of our compensation program and taking into consideration market practice among companies in our compensation peer group and determined to grant PSUs based on our desired compensation objectives and pay-for-performance philosophy. In addition, the Human Resources Committee grants RSUs and PSUs in order to (i) create a stronger and more visible link between executive pay and Fortinet’s stock price performance, (ii) further align our executives’ interests with those of our stockholders, (iii) to better incentivize and retain our senior executives and (iv) maintain a long-term incentive program that is competitive with practices among companies in our compensation peer group.

In granting RSUs and PSUs to our NEOs in 2023, the Human Resources Committee exercised its judgment and considered, among other things, the role and contribution of the NEO, the value of unvested stock options and RSUs already held by the NEO and Compensia’s data and analysis.

In January 2023 and February 2023, the Human Resources Committee approved the following awards to our NEOs, as further described below:

Each of these RSU and PSU awards were granted in accordance with Fortinet’s Equity Award Grant Policy discussed in “— Timing of Equity Awards” below.

2023 RSU Awards.    In January 2023, the Human Resources Committee approved awards of RSUs to our NEOs as set forth in the table above. These RSUs vest over four years, with 25% vesting one year from February 1, 2024 and the remainder vesting monthly thereafter.

2023 PSU Awards.    In February 2023, the Human Resources Committee approved awards of PSUs as set forth in the table above. Vesting of up to 200% of the target PSUs may be achieved upon maximum achievement of the performance metrics described below. Vesting of the PSUs will be earned based on the relative level of achievement of the Company’s TSR as compared to the TSR of the companies that comprise the S&P 500 as of January 1, 2023 over the applicable performance period. The Human Resources Committee selected the S&P 500 because it is a well-recognized, independent and external metric to measure the equity performance of a large cap company like Fortinet. Generally, TSR will be measured using the 30-consecutive trading day period at the beginning and end of each performance period.

The PSUs are split in four “tranches” and vest based on the following terms:

The relative performance and award multiplier scale is as follows (applies to each performance period):

Achievement between levels will be measured on a straight-line interpolation basis.

Each Tranche can only be achieved in its performance period. For example, if Tranche 1 is achieved at 50%, 50% of the Tranche 1 PSUs will vest and 50% of the Tranche 1 PSUs will be forfeited, each at the end of the Tranche 1 performance period.

To the extent a Tranche is achieved, earned PSUs shall vest the February 1st following the end of its performance period, so long as the grantee remains in service to Fortinet on such date.

Regarding the Tranche 1 performance period ending on December 31, 2023, Fortinet’s TSR percentile rank was 52nd, resulting in the following number of PSUs being earned by each of our NEOs:

Benefits Programs.    Our NEOs generally receive the same benefits as those provided to our other employees in their respective countries and do not receive any additional perquisites, including, where applicable: health and welfare benefits, including participation in our 401(k) retirement plan; group health insurance plans; and life, disability and accidental death insurance plans. We design our employee benefits programs to be both cost-effective and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our benefits programs as needed based upon regular monitoring of applicable laws and practices and the overall market.

Change of Control Severance Agreements

We have entered into a Change of Control Severance Agreement or an Amended and Restated Change of Control Severance Agreement (each, a “Change of Control Severance Agreement”) with each of our NEOs. The term of each NEO’s Change of Control Severance Agreement expires on August 7, 2024.

These Change of Control Severance Agreements provide for payments and benefits upon termination of their employment in specified circumstances. These arrangements (including potential payments and terms) are discussed in more detail in the “— Potential Payments Upon Termination or Change of Control” section below. We believe that these agreements help us from a retention standpoint, and they are particularly necessary in an industry such as ours, where there has been market consolidation. We believe that entering into these agreements helps the NEOs maintain continued focus and dedication to their assigned duties to maximize stockholder value. The terms of these agreements were determined after review by the Human Resources Committee of our retention goals for each NEO, as well as analysis of market data, similar agreements established by our peer group and applicable law.

Other Compensation Practices and Policies

Timing of Equity Awards

The Human Resources Committee approved grants of RSUs to our NEOs in January 2023 and grants of PSUs to our NEOs in February 2023. The Board of Directors and Human Resources Committee reserve the right, however, to grant stock options, RSUs, PSUs or other equity awards at other times during the year. With respect to newly hired employees, our practice is typically to grant equity awards at the first quarterly meeting of the Human Resources Committee following such employee’s hire date.

Pursuant to our Equity Award Grant Policy, equity awards are granted effective as of the date that is the tenth trading day on Nasdaq following the date of our next quarterly earnings announcement following the meetings of the Human Resources Committee or the Board of Directors when such equity awards were approved.

Performance-Based Compensation Recovery

Performance-based compensation provided under the Bonus Program and PSUs granted to our NEOs are subject to recovery pursuant to the Clawback Policy discussed above in “— Corporate Governance — Clawback Policy.”

Policy on Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, nonpublic information or otherwise is not permitted to trade in our securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our officers, directors, employees and certain designated consultants and contractors, including short sales of our securities and the purchase or sale of puts, calls, or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership.

Effect of Accounting and Tax Treatment on Compensation Decisions

In the review and establishment of our compensation program, we consider the anticipated accounting and tax implications to us and our executives. In this regard, we have historically used stock options, RSUs and PSUs, and we reserve the right to use other forms of equity, as additional forms of equity incentives in response to changes in the accounting treatment of equity awards and taking into consideration potential impact on dilution and competitive practices. While the Human Resources Committee considers the applicable accounting and tax treatment, these factors alone are not determinative, and the Human Resources Committee also considers the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), imposes limitations on the deductibility for corporate federal income tax purposes of compensation in excess of $1 million paid to any person who has served as chief executive officer, chief financial officer and each of the three next most highly compensated executive officers of a public company. As a result, we expect that compensation awarded to our NEOs will not be deductible to the extent it is in excess of the $1 million threshold. We expect that the Human Resources Committee will continue to seek to balance the cost and benefit of tax deductibility with our executive compensation goals designed to promote stockholder interests, retaining discretion to approve compensation that is non-deductible when it believes that such payments are appropriate to attract and retain executive talent. As a result, we expect that a significant portion of future cash and equity payments to our executive officers will not be tax deductible under Section 162(m).

Human Resources Committee Report

The Human Resources Committee oversees our compensation policies, plans and benefit programs. The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Human Resources Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the members of the Human Resources Committee of the Board of Directors

Judith Sim (Chairperson)

Kenneth A. Goldman

Ming Hsieh

2023 Summary Compensation Table

The following table presents information concerning the compensation of the NEOs for the years ended December 31, 2023, 2022, and 2021.

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(1)   The amounts shown represent the aggregate grant date fair value of equity awards granted in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024. The PSUs granted in 2023 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. For the PSUs, the amount reported is based on the probable outcome of the applicable performance condition at the time of grant. The grant date fair value of these awards is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will receive from the awards.

(2)   See “— Grants of Plan-Based Awards in 2023 Table” under the column “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” for the amounts NEOs were eligible to earn in 2023. See also “Executive Compensation — Compensation Discussion and Analysis — 2023 Compensation Decisions — Variable Pay” above for a discussion regarding our Bonus Program.

(3)   The amounts shown for Messrs. Jensen and Whittle represent company matching contributions to Fortinet’s 401(k) plan, a tax-qualified defined contribution plan.

(4)   For 2023, Mr. Perche’s base salary, non-equity incentive compensation and all other cash compensation was paid in Swiss Franc. The amounts set forth in the table reflect the conversion from Swiss Franc to U.S. dollars using an average exchange rate of 1.11 U.S. dollar for one Swiss Franc for 2023.

(5)   The 2022 compensation amounts for Mr. Perche were incorrectly reported in our proxy statement filed for our 2023 annual meeting of stockholders. The correct amounts are reflected in the Summary Compensation Table (“SCT”) above.

(6)   The amount shown for Mr. Perche represents (i) $20,538 for a car allowance, (ii) $24,004 for health allowance and (iii) $70,164 in contributions on a defined contribution plan.

(7)   The amount shown for Mr. Perche represents (i) $19,342 for a car allowance, (ii) $22,606 for health allowance and (iii) $53,361 in contributions on a defined contribution plan.

Grants of Plan-Based Awards in 2023 Table

The following table presents information concerning each grant of an award made to the NEOs in 2023 under any plan.

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(1)   These columns show a range of outcomes possible under the PSU awards granted in 2023. The amount shown in the “Target” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among the Index Companies is in the 50th to 75th Percentile. The amount shown in the “Threshold” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among the Index Companies is below the 25th percentile. The amount shown in the “Maximum” column represents the number of PSUs that would become Earned PSUs if our Percentile Rank among Index Companies is in the 75th percentile or higher. Further information about these awards is provided in the section titled “— Compensation Discussion and Analysis — Equity-Based Awards.”

(2)   Reflects threshold, target and maximum target bonus amounts for fiscal 2023 performance under the Bonus Program, as described in “Executive Compensation — Compensation Discussion and Analysis — 2023 Compensation Decisions — Variable Pay.” These amounts do not necessarily correspond to the actual value that may be received by the NEO.

(3)   The amounts shown represent the grant date fair value of PSUs, RSUs and stock options granted during fiscal 2023, computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in note 13 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024. The PSUs granted in 2023 are considered to have a “market condition” for accounting purposes and are therefore valued using a Monte Carlo simulation. Further information about these awards is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.” Grant date fair value is determined for financial statement reporting purposes and does not correspond to the actual value that the NEOs will realize from the award.

(4)   The amounts set forth in the table for Mr. Perche for estimated future payouts under Non-Equity Incentive Plan Awards reflect the conversion from Swiss Franc to U.S. dollar using an average exchange rate of 1.11 U.S. dollar for one Swiss Franc for 2023.

Outstanding Equity Awards at 2023 Fiscal Year-End Table

The following table presents information concerning unexercised options, unvested RSUs and PSUs for each NEO outstanding as of December 31, 2023.

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(1)   Reflects stock options granted under the 2009 Plan. Unless otherwise indicated, all options granted to NEOs vest over four years starting on the date of the grant, with 25% vesting after one year and the remainder vesting monthly thereafter.

(2)   Represents RSUs granted under the 2009 Plan. Unless otherwise indicated, all RSUs granted to NEOs vest over four years starting on February 1 of the year of grant, with 25% vesting after one year and the remainder vesting quarterly thereafter. Further information about the RSUs is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.”

(3)   Represents PSUs granted under the 2009 Plan. Unless otherwise indicated, all PSUs are earned based on the percentile ranking of our total stockholder return among companies included in the S&P 500 Index and include four performance periods of one, two, three and four years, with the first three performance periods each weighted 20% and the four-year performance period weighted 40%. PSUs earned become time vested on February 1, 2024. Further information about the PSUs is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.”

(4)   Represents the fair market value of the shares underlying the RSUs and PSUs as of December 29, 2023, which was the last business day of 2023, based on the closing price on Nasdaq of our common stock on December 29, 2023, which was $58.53 per share.

(5)   Includes PSUs for which the 2023 TSR goal has been achieved as of December 31, 2023 and which became vested on February 1, 2024. Further information about the PSUs is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis — Equity-Based Awards.”

2023 Option Exercises and Stock Vested Table

The following table presents information concerning amounts realized from stock option exercises and RSUs vested during 2023 for each of the NEOs.