VERISIGN INC (VRSN)
Sector: Information Technology
2026 Annual Meeting Analysis
VERISIGN INC · Meeting: May 21, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors Named in the Proxy Statement
Bidzos is a sitting CEO who also serves as a director; the TSR trigger does not apply because VRSN's 3-year return of +23.8% outperforms the company-disclosed compensation peer group median of +4.1% by +19.7 percentage points, well below the 65-point underperformance threshold required to trigger a No vote for a strong-positive-TSR company; no overboarding, attendance, or independence concerns apply.
Armstrong has served since June 2021 and VRSN outperforms its peer group over three years, so the TSR trigger does not apply; no overboarding, attendance, or independence issues are identified.
Buchalter has served since July 2019 and VRSN outperforms its peer group over three years, so the TSR trigger does not apply; no overboarding, attendance, or independence issues are identified.
Cote has served since February 2008 and VRSN outperforms its peer group over three years, so the TSR trigger does not apply; she chairs the Audit Committee and is qualified as an audit committee financial expert, and no overboarding, attendance, or independence issues are identified.
Desch was appointed to the Board in October 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he is a sitting CEO of Iridium Communications and holds one outside public board seat (VRSN), which is within the policy limit of two outside seats for a sitting CEO; no other concerns are identified.
Gorelick has served since January 2015 and VRSN outperforms its peer group over three years, so the TSR trigger does not apply; she serves on the Amazon board as Lead Independent Director as an outside commitment, which does not breach overboarding limits for a non-executive director; no attendance or independence issues are identified.
McCann was appointed to the Board in October 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she is the CFO of Unisys Corporation and holds no additional outside public board seats; no other concerns are identified.
All seven director nominees receive a FOR vote. VRSN's 3-year stock return of +23.8% outperforms the company-disclosed compensation peer group median of +4.1% by +19.7 percentage points, which is well below the 65-point underperformance threshold required to trigger a No vote for a company with strong positive returns. No directors are overboarded, have attendance problems, serve on improper committees, or have disqualifying family relationships. Two newer directors (Desch and McCann) are within the 24-month new-director exemption and are exempt from the TSR trigger regardless.
Say on Pay
✓ FORCEO
D. James Bidzos
Total Comp
$15,536,674
Prior Support
93%%
The prior year Say on Pay vote received approximately 93% support, reflecting strong shareholder approval of the compensation structure, and no changes are required under our policy. CEO total compensation of $15.5 million is high in absolute terms but the pay mix is strongly performance-oriented — the proxy states that 94% of the CEO's targeted total compensation is performance-based, consisting of annual cash bonuses tied to revenue and operating margin goals and equity awards split between time-based restricted stock units and performance stock awards that require multi-year operating income growth and relative total shareholder return versus the S&P 500 to be earned. VRSN's 3-year stock return of +23.8% substantially outperforms the company-disclosed peer group median of +4.1%, meaning the above-benchmark incentive pay is supported by strong shareholder returns, satisfying the pay-for-performance alignment check; the company also maintains a clawback policy, double-trigger change-in-control agreements, and no excessive perquisites.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,468,569
Non-Audit Fees
-$10,500
KPMG's non-audit fees in 2025 were actually negative (a partial refund of $10,500 from a prior-year KPMG leadership program registration fee), resulting in a non-audit-to-audit fee ratio of effectively zero — well below the 50% threshold that would trigger a No vote; KPMG is a Big 4 firm appropriate for a $24 billion market cap company; no material restatements are disclosed; auditor tenure is not explicitly stated in the proxy so the tenure trigger cannot fire and the absence of disclosure is noted as a minor negative factor only.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding an Independent Board Chairman Policy
John Chevedden is a well-known individual governance activist whose proposals are taken seriously on their merits, but the prior-year vote history here is weak — shareholders rejected virtually identical proposals by more than 70% in both 2019 and 2023, which is below the 30% support level that would create a presumption in favor of the proposal. The company's current governance structure provides meaningful independent oversight through a Lead Independent Director with specifically enumerated powers including the ability to call meetings, set agendas, and meet directly with major shareholders — a structure that substantially replicates the practical benefits of an independent chair. While combining the CEO and Chairman roles in a single person is a legitimate governance concern, the low prior shareholder support, the strength of the existing Lead Independent Director framework, and the company's other strong shareholder rights (proxy access, 10% special meeting threshold, majority voting, annual director elections) together mean there is insufficient basis to override the board's position on this proposal.
Overall Assessment
The 2026 VeriSign annual meeting ballot is straightforward — strong stock performance relative to the company's own compensation peer group eliminates TSR-based director concerns, the pay program is heavily performance-oriented with 93% prior-year Say on Pay support, and auditor fees show no independence concerns. The one contested item is a returning independent-chair proposal from John Chevedden, which is voted AGAINST given that shareholders rejected nearly identical proposals by over 70% in both prior appearances and the company maintains a robust Lead Independent Director structure.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing