Safe Harbor Statement

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, and the tensions between China and Taiwan; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; a shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cyber security and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns, such as the COVID-19 pandemic; our net losses in the past two years and possibility we may incur losses in the future; a slowdown in the growth of the cyber security and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

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** The percentages shown are based on 41,994,919 ordinary shares issued and outstanding as of September 1, 2024. This figure of outstanding ordinary shares excludes (i) treasury shares, (ii)  employee share options to purchase an aggregate of 519,398 ordinary shares at a weighted average exercise price of approximately $25.37 per share, with the latest expiration date of these options being in July 2027 (of which, options to purchase 519,398 of our ordinary shares were exercisable as of September 1, 2024).

 

(3) Of the ordinary shares beneficially owned by Nava Zisapel, (i) 2,467,843 shares are held directly, (ii) 267,833 shares are held of record by Carm-AD Ltd., an Israeli company owned 100% by Nava Zisapel, and (iii) 324,500 shares  (the “Neurim Shares”) are held of record by Neurim Pharmaceuticals (1991) Ltd., an Israeli company (“Neurim”), 50% of which is held by Nava Zisapel and 50% is held in three equal parts by Roy Zisapel and his siblings.

 

(6) Of the ordinary shares beneficially owned by Roy Zisapel, (i) 2,058,296 shares are held directly, and (ii) 13,333 options at an exercise price of $32.71 per share, which expire in September 2024. For the sake of clarity, the ordinary shares reported as beneficially owned by Roy Zisapel exclude the Neurim Shares held by Neurim, and Mr. Zisapel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

(7) Consists of 2,458,300 shares and 519,398 options to purchase ordinary shares. The options consist of (i) 1,875 options at an exercise price of $22.5 per share, which expire in January 2026, (ii) 60,000 options at an exercise price of $22.51 per share, which expire in December 2024, (iii) 51,150 options at an exercise price of $22.7 per share, which expire in January 2025, (iv) 10,900 options at an exercise price of $22.73 per share, which expire in January 2025, (v) 20,000 options at an exercise price of $23.31 per share, which expire in July 2027, (vi) 60,000 options at an exercise price of $23.46 per share, which expire in July 2025, (vii) 30,000 options at an exercise price of $23.59 per share, which expire in September 2025, (viii) 60,000 options at an exercise price of $24.32 per share, which expire in November 2025, (ix) 16,500 options at an exercise price of $24.67 per share, which expire in September 2025, (x) 60,000 options at an exercise price of $24.74 per share, which expire in November 2025, (xi) 35,640 options at an exercise price of $24.89 per share, which expire in September 2025, (xii) 40,000 options at an exercise price of $28.91 per share, which expire in July 2027, (xiii) 60,000 options at an exercise price of $32.71 per share, which expire in February 2027 and (xiv) 13,333 options at an exercise price of $32.71 per share, which expire in September 2024.

Board and Committee Meetings

General

 

Our objective is to attract, motivate and retain highly skilled personnel who will assist Radware to reach its business objectives, performance and the creation of shareholder value and otherwise contribute to our long-term success. Our compensation policy for our executive officers and directors, or the Compensation Policy, which is approved by our shareholders, is designed to correlate executive compensation with our objectives and goals.

The following table sets forth all salaries, fees, commissions and bonuses and pension retirement and other similar benefits we paid or accrued with respect to all of our directors and officers as a group for the 2023 fiscal year. The table does not include any amounts we paid to reimburse any of our affiliates for costs incurred in providing us with services during such period. 

 

* Includes one person who served as our officer in 2022 and is no longer serving as our officer and one director who was appointed during 2022.

 

** Includes one person who served as our director in 2023 and is no longer serving on our Board of Directors and two directors who were appointed during 2023.

 

 

During 2023, we granted to our directors and officers listed in Item 6.A of our 2023 Annual Report,  273,941 RSUs at a weighted average grant date fair value per RSU of $19.28 and options to purchase 331,899 ordinary shares at a weighted average exercise price per share of $17.63. The options expire 62 months after grant. The weighted-average grant date fair value of these options was $5.48 per option.

 

For a discussion of the accounting method and assumptions used in valuation of such share-based compensation, see Note 2(s) to our consolidated financial statements included in our 2023 Annual Report. See also Item 6.E —"Share Ownership” of our 2023 Annual Report.

 

For a discussion of the compensation granted to our five most highly compensated executive officers during 2023, see “Compensation of Executive Officers” in Item 6.B of our 2023 Annual Report, which is incorporated herein by reference.

 

Compensation of Directors

 

 Our non-employee directors are entitled to the following compensation: (i) annual compensation in the amount of NIS 120,800 (equivalent to approximately $30,040, based on the exchange rate published by the Bank of Israel on September 1, 2024, which was NIS 3.656 = $1.00) per year of service; (ii) per meeting remuneration of NIS 3,600 (equivalent to approximately $985, based on the exchange rate published by the Bank of Israel on September 1, 2024, which was NIS 3.656 = $1.00) for each Board or committee meeting attended, provided that the director is a member of such committee; (iii) compensation for telephonic participation in board and committee meetings (where other members physically attend) in an amount of 60% of what is received for physical participation; and (iv) compensation for board and committee meetings held via electronic means without physical participation in an amount of 50% of what is received for physical meetings. All amounts payable under items (i), (ii), (iii), and (iv) above are subject to adjustment for changes in the Israeli consumer price index after December 2007 and changes in the amounts payable pursuant to Israeli law from time to time.

 

In addition, our non-employee directors are entitled to a grant of options under our stock option plans to purchase 20,000 ordinary shares for each year in which such non-employee director holds office. The options are granted for three years in advance, and therefore every director receives an initial grant of options to purchase 60,000 ordinary shares which vest over a period of three years, with a third (20,000) to vest upon each anniversary of service, provided that the director still serves on the Company’s Board of Directors on the date of vesting. The grant is made on the date of the director’s election (or the date of commencement of office, if different), and thereafter, every three years, if reelected, an additional grant of options to purchase an additional 60,000 ordinary shares will be made on the date of each annual meeting in which such director is reelected. The exercise price of all options shall be equal to the fair market value of the ordinary shares on the date of the grant (i.e., an exercise price equal to the market price of our ordinary shares on the date of the annual meeting approving the election or reelection of a director or the date of commencement of office, if different).

Indemnification and Insurance

We currently hold directors and officers liability insurance with an aggregate coverage limit of $35 million, including side A coverage. In addition, we provide our directors and officers indemnification pursuant to the terms of a Letter of Indemnification, substantially in the form approved by our shareholders, which is publicly available as Exhibit 4.1 to our 2023 Annual Report.

1 Unless otherwise noted, references to fiscal year end as it pertains to the performance period or vesting date will generally fall on or around December 25th to allow for administrative processing during normal business hours.

“Overhang” was analyzed to measure the potential dilutive effect of all outstanding equity awards and shares available for future grants.  

 

* “Issued Overhang” was computed as (A) the total number of equity awards outstanding, excluding PSUs that have not been granted or earned by our CEO as of such dates, divided by (B) total ordinary shares outstanding plus the figure in clause A. 

** “Total Overhang” was computed as (A) the total number of equity awards outstanding plus shares available to be granted under the Company’s equity-incentive plans, divided by (B) total ordinary shares outstanding plus the figure in clause A. 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		V56455-P18330		KEEP THIS PORTION FOR YOUR RECORDS
	THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.			DETACH AND RETURN THIS PORTION ONLY

RADWARE LTD.
	The Board of Directors recommends you vote FOR proposals 1 - 3:
	1.	Election of Directors:		For	Against	Abstain
		1a.	Mr. Yuval Cohen as Class I director (until the Annual General Meeting of Shareholders to be held in 2027).	☐	☐	☐
		1b.	Prof. Yair Tauman as Class I director (until the Annual General Meeting of Shareholders to be held in 2027).	☐	☐	☐
		1c.	Mr. Alex Pinchev as Class III director (until the Annual General Meeting of Shareholders to be held in 2026).	☐	☐	☐
	2.	To approve grants of equity-based awards to the President and Chief Executive Officer of the Company. See "Important Instruction (Personal Interest)” below.		☐	☐	☐
	3.	To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their services.		☐	☐	☐
		IMPORTANT INSTRUCTION (PERSONAL INTEREST): By executing this proxy card, you are deemed to certify that you ARE NOT a controlling shareholder and DO NOT have a personal interest in Proposal 2. In particular, every Radware shareholder voting by means of this proxy card, or via a voting instruction form, internet voting or telephone, will be deemed to confirm that he/she/it IS NOT a controlling shareholder and DOES NOT have a personal interest in Proposal 2. If, however, you are unable to make the aforesaid confirmations for any reason (or have questions about whether you have a personal interest), please contact the Company's General Counsel at telephone number: +972-72-391-7045; fax number: +972-3-766-8982 or email gadime@radware.com. If you hold your shares in "street name" and you are unable to make the aforesaid confirmations for any reason, you should notify the representative managing your account, and such representative should then contact the above person on your behalf to notify Radware as described in the preceding sentence.
	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.