vrsn-20250411

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

VeriSign, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
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NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT

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VeriSign, Inc.

12061 Bluemont Way

Reston, Virginia 20190

April 11, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of VeriSign, Inc. (“we,” “our,” “us,” or the “Company”) to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 22, 2025, at 10:00 a.m., Eastern Time.

The matters expected to be acted upon at the Annual Meeting are described in detail on the following pages.

We are using a U.S. Securities and Exchange Commission rule that allows us to furnish our proxy materials over the internet. As a result, we are mailing to our stockholders a Notice Regarding the Availability of Proxy Materials instead of a paper copy of the following Proxy Statement, together with our 2024 Annual Report. The Notice Regarding the Availability of Proxy Materials contains instructions on how to access those documents over the internet or receive a paper copy of those documents. We believe that this process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

It is important that you use this opportunity to take part in the affairs of the Company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described in the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” within the following Proxy Statement, or alternatively, if you have received paper copies of our proxy materials, please complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting. Returning or completing the proxy card does not deprive you of your right to attend the Annual Meeting and vote your shares.

Thank you for your continued support of the Company.


Sincerely,

/s/ D. James Bidzos
D. James Bidzos

Chairman of the Board of Directors, Executive Chairman, President and Chief Executive Officer

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Notice of 2025 Annual Meeting of Stockholders

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held for the following purposes:

Date and Time

May 22, 2025 (Thursday) 10:00 a.m. (Eastern Time)

Location

The Annual Meeting will be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190.

Who Can Vote

Only stockholders of record at the close of business on April 1, 2025, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

PROPOSALS

BOARD VOTE

RECOMMENDATION

FOR FURTHER

DETAILS

Election of Eight Directors Named in the Proxy Statement

FOR

each director nominee

Page 10

Advisory Vote to Approve Executive Compensation

FOR

Page 24

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2025

FOR

Page 46

Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law.

FOR

Page 48

Stockholder Proposal to Permit Stockholder Action by Written Consent

AGAINST

Page 50

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

If you hold your shares as of the record date as a stockholder of record or as a beneficial owner, you or your proxyholder may participate, vote, or submit questions during the meeting. A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2025 Meeting during the 10 days prior to the Annual Meeting upon request to the Office of the Corporate Secretary. In addition, the list of stockholders of record will also be available during the Annual Meeting.

Reston, Virginia

April 11, 2025

By Order of the Board of Directors,

/s/ Thomas C. Indelicarto

Thomas C. Indelicarto

Secretary


			2025 Proxy Statement			1

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Notice of 2025 Annual Meeting of Stockholders

How to Vote

Whether or not you plan to attend the Annual Meeting, please vote electronically via the internet or by telephone as described on the Notice Regarding the Availability of Proxy Materials and under “Information About the Meeting—Internet and Telephone Voting” in the Proxy Statement, or alternatively, if you have received paper copies of proxy materials, complete, date, sign, and promptly return the accompanying proxy card or voting instruction form by mail using the enclosed envelope so that your shares may be represented at the Annual Meeting.



Internet	Telephone	Mail	Attending the Meeting
Visit the website listed on your proxy card	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope	Attend and vote at the Annual Meeting



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2025: The 2025 Proxy Statement, together with the 2024 Annual Report, are available at www.edocumentview.com/vrsn.

A Notice Regarding the Availability of Proxy Materials or the Proxy Statement and related proxy materials were first sent or made available to stockholders on April 11, 2025.


2			VeriSign, Inc.

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Notice of 2025 Annual Meeting of Stockholders		1
2024 Business Highlights		4
Verisign’s Mission, Values, and Strategic Framework		4
Voting Roadmap		5
Proposal No. 1	Election of Directors	10
Independence, Skills, and Experience		11
Director Nominees		12
Corporate Governance		16
Board Structure and Operations		16
Board Responsibilities		20
Other Governance and Ethics Policies and Practices		22
P roposal No. 2	Advisory Vote to Approve Executive Compensation	24
Executive Compensation		25
Compensation Discussion and Analysis		25
Compensation Committee Report		34
Compensation Committee Interlocks and Insider Participation		34
Executive Compensation Tables		35
Summary Compensation Table		35
Grants of Plan-Based Awards in 2024		36
Outstanding Equity Awards at 202 4 Year-End		37
Stock Vested in 2024		38
Potential Payments Upon Termination or Change in Control		38
Equity Compensation Plan Information		41
CEO Pay Ratio		41
Pay Versus Performance		42
Compensation of Directors		44
Non-Employee Director Retainer Fees and Equity Compensation Information		44
Non-Employee Director Compensation Table for 2024		45
Proposal No. 3	Ratification of Selection of Independent Registered Public Accounting Firm	46
Principal Accountant Fees and Services		46
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors		46
Report of the Audit Committee		47
Proposal No. 4	Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law.	48
Proposal No. 5	Stockholder Proposal to Permit Stockholder Action by Written Consent	50
Stock Ownership Information		53
Security Ownership of Certain Beneficial Owners and Management		53
Delinquent Section 16(a) Reports		54
Stock Ownership Policies		54
Information About the Meeting		56
Voting Rights		56
Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals		56
Adjournment of Annual Meeting		57
Expenses of Soliciting Proxies		57
Internet and Telephone Voting		57
Revocability of Proxies		57
Householding		57
Other Information		58
Stockholder Proposals and Nominations for the 202 6 Annual Meeting of Stockholders		58
Other Business		59
Communicating with Verisign		59
Appendix A		A-1


			2025 Proxy Statement			3

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2024 Business Highlights



$1.56 billion Revenue 4.3% increase compared to 2023	$1.06 billion Operating Income 5.7% increase compared to 2023	169.0 million .com and .net Domain Name Registrations in Domain Name Base at End of 2024 2.1% decrease from December 31, 2023	37.4 million New Domain Name Registrations Processed for .com and .net in 2024 compared to 39.4 million in 2023

Verisign’s Mission, Values, and Strategic Framework

Our mission and values are at the center of everything we do. They are the principles under which we perform our primary responsibility: helping to enable the security, stability, and resiliency of key internet infrastructure and services. Every year, we develop our corporate goals to support this strategy, which are organized around three strategic framework principles: Protect Unconditionally, Grow Responsibly, and Manage Continuously.

Verisign’s Mission

Verisign enables the world to connect online with reliability and confidence, anytime, anywhere.

Verisign’s Values


We are stewards of the internet and our Company Billions of people and a significant portion of the world’s economy rely on the internet infrastructure we help to manage and operate. As stewards of the internet and our Company, we work to ensure every decision and action preserves the trust people place in us and creates value for our stockholders. We are passionate about technology and continuous improvement We embrace new technologies, ideas, and the potential they promise. We also challenge past assumptions and do not accept that what works today will work tomorrow. This enables us to continue building, sustaining, and improving on the internet’s infrastructure.						We respect others and exhibit integrity in our actions The internet has made the world a smaller place, so the way we do business is more important now than ever. That’s why we demonstrate respect and integrity in all of our interactions with our stakeholders — customers, stockholders, business partners, internet users, and each other. We take responsibility for our actions and hold ourselves to a higher standard We understand that the role we play in supporting the global internet is a privilege and with that privilege comes great responsibility. We appreciate that our decisions and actions have consequences far beyond our own Company. Therefore, we hold ourselves to a higher standard in all we do.

Verisign’s Strategic Framework


We protect unconditionally.			We grow responsibly.			We manage continuously.

In this Proxy Statement, the terms “we,” “our,” “us,” “Verisign” or the “Company” refer to VeriSign, Inc.


4			VeriSign, Inc.

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Voting Roadmap

The accompanying proxy is solicited on behalf of our Board of Directors (the “Board”) of VeriSign, Inc. for use at the 2025 Annual Meeting to be held at our corporate offices located at 12061 Bluemont Way, Reston, Virginia 20190 on Thursday, May 22, 2025 at 10:00 a.m., Eastern Time.

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.


Proposal No. 1

Election of Directors


			FOR			The Board recommends a vote FOR each director nominee.			See page 10

Director Nominees

The following provides summary information about each director nominee.

COMMITTEE MEMBERSHIP

NAME

AGE

DIRECTOR
SINCE

AUDIT

COMPENSATION

CORPORATE
GOVERNANCE
AND
NOMINATING

CYBERSECURITY

D. James Bidzos

1995

Courtney D. Armstrong

2021

Yehuda Ari Buchalter

2019

Kathleen A. Cote

2008

Thomas F. Frist III

2015

Jamie S. Gorelick

2015

Debra W. McCann

2024

Timothy Tomlinson Lead Independent Director

2007

C – Chairperson M – Member


			2025 Proxy Statement			5

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Voting Roadmap

Corporate Governance Highlights


Board Composition						•7 out of 8 of our continuing directors are independent. •3 out of 8 of our continuing directors are women.
						•2 directors self-identify as being from underrepresented communities.
Annual Election of Directors						•All directors are elected annually.
Majority Voting Standard						•To be elected in uncontested elections, each nominee for director must receive a majority of the votes cast.
Lead Independent Director						•We have a lead independent director with robust responsibilities.
Board Committees						•We have an Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee, each of which is composed entirely of independent directors. •We have a Cybersecurity Committee to assist the Board with its oversight of the Company’s cybersecurity program and risks.
Stockholder Rights						•Stockholders have proxy access rights. •Stockholders owning together as few as 10% of outstanding common stock may call a special meeting of stockholders.
Single Voting Class						•Our common stock is the only class of voting shares outstanding.
One Share, One Vote						•Each share of our common stock is entitled to one vote.
Annual Board Leadership Evaluation						•The Board evaluates the Board leadership structure annually.
Annual Self-Evaluations						•The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
No “Poison Pill”						•We do not have a stockholder rights plan, or “poison pill,” in place.
Annual Auditor Ratification						•Stockholders have the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually.
Stock Retention Policy						•Directors and executives are subject to a stock retention policy.
Political Contributions						•In response to stockholder feedback, we adopted our Political Contributions Policy, which formally established our general prohibition against direct political contributions by the Company to candidates, political parties, campaign committees, and political action committees.


6			VeriSign, Inc.

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Voting Roadmap


Proposal No. 2

Advisory Vote to Approve Executive Compensation


			FOR			The Board recommends a vote FOR this proposal.			See page 24

Compensation Framework

The chart below shows the three main elements of our executive compensation program, including the percentage that each element comprised in our CEO’s 2024 pay mix at target and our other NEOs’ 2024 average pay mix at target, our objectives for each element of compensation, the factors we use to determine compensation amounts and performance measures.

ELEMENT

OBJECTIVE

FACTORS

MEASURES

CEO (1)

Other NEOs (Average)

Base Salary

(% of Pay Mix at Target)

Provide a guaranteed level of annual income in order to attract and retain our executive talent. Increases are not automatic or guaranteed.

•Job responsibilities and scope

•Experience

•Individual contributions

•Internal pay alignment and peer and industry benchmarking

CEO

Other NEOs (Average)

Annual Incentive Bonus

(% of Pay Mix at Target)

Provide a performance-based incentive for achieving individual goals and the Company’s financial and strategic goals.

•Company performance

•Individual performance

•Internal pay alignment and peer and industry benchmarking

•Revenue

•Operating margin

CEO

Other NEOs (Average)

Long-Term Incentive Compensation

(% of Pay Mix at Target)

Provide an award that both serves a retention purpose and incentivizes executives to manage the Company from the perspective of a stockholder.

•Importance of the NEO to Company performance

•Individual contributions

•Future potential of the NEO

•Value of NEO’s vested and unvested outstanding equity awards (performance-based and time-based restricted stock units)

•Internal pay alignment and peer and industry benchmarking

•Compound annual growth rate (CAGR) of operating income

•Total Shareholder Return (TSR)


			2025 Proxy Statement			7

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Voting Roadmap

Executive Compensation Highlights

Our executive compensation program is designed to attract and retain the executive talent we need to maintain our high performance standards and grow our business for the future. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long-term performance goals, which in turn will create value for our stockholders. We made no significant changes to our overall approach to executive compensation for 2024.


Pay for Performance Alignment						•For the CEO, 93% of targeted total compensation is performance-based.
						•For other NEOs, 88% of targeted total compensation on average is performance-based.
Compensation Governance Practices and Policies						•Annual Benchmarking of Executive Compensation
						•Independent Compensation Consultant
						•Annual Say-on-Pay Vote
						•Stock Ownership Requirements
						•Clawback Policy
						•Forfeiture Provisions
						•Annual Compensation Risk Assessment
Responsible Pay Practices						•No Employment Contracts
						•No Single Trigger Benefits Upon a Change-in-Control
						•No Tax Gross-Ups Upon a Change-in-Control
						•No Special Pension or Retirement Plans
						•No Significant Perquisites


Proposal No. 3

Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm for 2025


			FOR			The Board recommends a vote FOR this proposal.			See page 46

Principal Accountant Fees and Services

The following table presents fees billed for professional services rendered by KPMG LLP for the audit of our annual consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, and fees billed for other services provided by KPMG LLP, in each of the last two completed years.


	2024 FEES		2023 FEES
Audit fees(1)	$	1,815,735	$	2,021,283
Audit-related fees	—		—
Tax fees	—		—
All other fees(2)	18,000		18,000
Total fees	$	1,833,735	$	2,039,283

(1)Audit fees consist of fees for the integrated audit of the annual financial statements included in our Annual Reports on Form 10-K, the review of the interim financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements for those years.

(2)All other fees consist of registration fees for three employees to participate in a KPMG leadership program.


8			VeriSign, Inc.

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Voting Roadmap


Proposal No. 4

Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law.


			FOR			The Board recommends a vote FOR this proposal.			See page 48

In 2022, the State of Delaware enacted legislation that amends Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to authorize Delaware companies to eliminate or limit the personal liability of certain officers for monetary damages for breach of duty of care in certain circumstances. Prior to this amendment, exculpation from personal liability for monetary damages associated with breaches of the duty of care could be provided to directors but could not be provided to officers.

After careful consideration, the Board has approved, subject to approval of this Proposal No. 4 by the stockholders, an amendment to the Company’s Restated Certification of Incorporation (the “Charter”) to include an officer exculpation provision in the Charter (the “Amendment”). No conforming amendments to the Bylaws will be required to effectuate the adoption of the officer exculpation provision noted above. The Amendment would become effective upon the filing of the Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders approve the Amendment. The Amendment is attached to this proxy statement as Appendix A.


Proposal No. 5

Stockholder Proposal to Permit Stockholder Action by Written Consent


			AGAINST			The Board recommends a vote AGAINST this proposal.			See page 50


			2025 Proxy Statement			9

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Proposal No. 1

Election of Directors

The Board consists of nine directors. Each of the directors, with the exception of Ms. McCann, was elected to a one-year term at the 2024 Annual Meeting of Stockholders. The terms of the current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting. The Board has nominated eight of our current directors: D. James Bidzos; Courtney D. Armstrong; Yehuda Ari Buchalter; Kathleen A. Cote; Thomas F. Frist III; Jamie S. Gorelick; Debra W. McCann; and Timothy Tomlinson, for election at the Annual Meeting to serve until our 2026 Annual Meeting of Stockholders and until their respective successors have been elected and qualified. Proxies cannot be voted for more than eight persons, which is the number of nominees.

Unless otherwise directed, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees, each of whom has consented to serve as a director if elected. In addition, if a proxy card is properly executed and returned but no direction is made, the persons named as proxies on the proxy card intend to vote all proxies FOR the election of the Board’s nominees. If any of the nominees is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected.

As previously disclosed, Mr. Moore announced his retirement from the Board and will serve the remainder of his term ending at the Meeting. Effective as of the Meeting, the Board reduced the size of the Board to eight directors.


			FOR			The Board recommends a vote FOR the election of each of the foregoing director nominees.


10			VeriSign, Inc.

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Proposal No. 1—Election of Directors

Independence, Skills and Experience

Independence of Directors

As required under The Nasdaq Stock Market’s listing standards, a majority of the members of our Board must qualify as “independent directors,” as determined by the Board. The Board and the Corporate Governance and Nominating Committee consulted with our legal counsel to confirm that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of The Nasdaq Stock Market. Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and Verisign, our executive officers, or our independent registered public accounting firm, our Board affirmatively determined on February 12, 2025 that seven out of the eight continuing members of our Board are independent directors. Our continuing independent directors are: Mr. Armstrong; Dr. Buchalter; Ms. Cote; Mr. Frist; Ms. Gorelick; Ms. McCann; and Mr. Tomlinson. Each member of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee is an independent director. Each member of the Cybersecurity Committee other than Mr. Bidzos is an independent director. Mr. Bidzos serves as Executive Chairman, President and Chief Executive Officer and thus is not considered an independent director.

Skills and Experience

The chart below shows the range of skills and experience represented on the Board:

BIDZOS

ARMSTRONG

BUCHALTER

COTE

FRIST

GORELICK

MCCANN

TOMLINSON

Accounting, Corporate Finance, and Capital Management

Corporate Governance and Ethics

SEC Form DEF 14A filed by VeriSign Inc.