Sector: Information Technology
CLOUDFLARE INC CLASS A · Meeting: June 30, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Class I Directors
Co-Founder and President with deep company knowledge; no overboarding concerns; all directors attended at least 75% of meetings; Cloudflare's 3-year price return of 237.8% is strongly positive, and even applying the strong-positive threshold of 65pp below peer median, no underperformance trigger fires given the company's exceptional absolute returns over her tenure since 2009.
Lead Independent Director with extensive venture and technology board experience; serves on Cloudflare's compensation committee and on the board of Coursera plus several private companies — no overboarding concern; Cloudflare's 3-year price return of 237.8% is strongly positive and no TSR underperformance trigger fires.
Joined the board in March 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; brings relevant expertise in technological innovation and AI from his Harvard Business School professorship.
All three Class I nominees pass policy screens: no overboarding, no attendance failures, and Cloudflare's exceptional 3-year price return of 237.8% means the TSR underperformance trigger does not fire for the two longer-tenured nominees; the newest director (Lakhani) is exempt as a director of less than 24 months.
CEO
Matthew Prince
Total Comp
$60,551,052
Prior Support
N/A
CEO Matthew Prince received total compensation of $60,551,052 in fiscal 2025, which is substantially above the benchmark range for a CEO at a large-cap information technology company of this size — the reported figure exceeds our benchmark by well more than the 20% threshold that triggers a No vote for CEOs. While Cloudflare's stock performance has been strong (3-year return of 237.8%), the pay-level question is evaluated independently of stock performance, and the absolute dollar magnitude of CEO compensation at this level is not consistent with peer norms for the sector and market cap band. Accordingly, the vote determination is AGAINST.
Auditor
KPMG LLP
Tenure
12 yrs
Audit Fees
$3,605,000
Non-Audit Fees
$472,327
Non-audit fees (audit-related fees of $70,000 + tax fees of $384,327 + other fees of $18,000 = $472,327) represent approximately 13.1% of audit fees ($3,605,000), well below the 50% threshold that would raise independence concerns; KPMG has served since 2014 (approximately 12 years), comfortably below the 25-year tenure trigger; KPMG is a Big 4 firm appropriate for Cloudflare's $83.5B market cap; no material restatements are disclosed.
This ballot covers director elections (all three Class I nominees pass policy screens given Cloudflare's exceptional stock returns), auditor ratification (KPMG passes on all metrics), and Say on Pay (AGAINST due to CEO compensation of $60.6M exceeding the benchmark threshold for this role, sector, and market cap). The most consequential proposal is the board-proposed charter amendment package (Proposal 4) creating non-voting Class C stock and converting co-founder supervoting shares into perpetual Series FF preferred stock, which this analysis views as entrenching rather than improving governance relative to the current structure's natural erosion of founder control.
