The 20202021 annual meeting of stockholders (the “Annual Meeting”) of A10 Networks, Inc., a Delaware corporation, will be held on Wednesday, May 27, 2020Thursday, April 29, 2021 at 10:00 a.m. Pacific Time, at 2300 Orchard Parkway, San Jose, California, for the following purposes, as more fully described in the accompanying proxy statement:

Our board of directors has fixed the close of business on April 2, 2020March 5, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 2, 2020March 5, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending the Annual Meeting as a stockholder, please follow the instructions on page 3 of the proxy statement.

Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of A10 Networks, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20202021 annual meeting of stockholders of A10 Networks, Inc., a Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 27, 2020Thursday, April 29, 2021 at 10:00 a.m. Pacific Time, at 2300 Orchard Parkway, San Jose, California. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 15, 2020March 17, 2021 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Holders of our common stock as of the close of business on April 2, 2020,March 5, 2021, the record date, may vote at the Annual Meeting. As of the record date, there were 78,709,66177,010,106 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person or represented by proxy, of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

To attend the meeting, you must be a holder of Company shares as of the record date of April 2, 2020.March 5, 2021. If you plan to attend, please notify the Company no later than May 26, 2020April 28, 2021 at 5:00 p.m. Pacific Time by contacting Jaime Garcia (jgarcia@a10networks.com/408-643-8105)(jgarcia@a10networks.com).

On the day of the meeting, you may be required to present a valid picture identification such as a driver’s license or passport and you may be denied admission if you do not. Please note that seating is limited. Use of cameras, recording devices, computers and other personal electronic devices will not be permitted at the Annual Meeting.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by filing Definitive Additional Materials with the SEC along with notice of the change(s) to the Annual Meeting, and details on how to participate will be available at www.proxydocs.com and http://investors.a10networks.cominvestors.a10networks.com.

Proxies are solicited by and on behalf of our board of directors. Dhrupad Trivedi, Tom ConstantinoBrian Becker and Robert Cochran have been designated as proxies by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Armanino LLP. Your broker will not have discretion to vote on any other proposal absent direction from you.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

We have adopted an SEC-approved procedure called “householding,” which allows us to deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:

Street name stockholders may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

For a stockholder proposal to be considered for inclusion in our proxy statement for the 20212022 annual meeting, our Secretary must receive the written proposal at our principal executive offices no later than December 16, 2020.November 17, 2021. In addition, stockholder proposals must comply with the requirements of SEC Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal at an annual meeting of stockholders but who do not intend for the proposal to be included in our proxy statement for the meeting. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in the bylaws.

If we hold the 20212022 annual meeting no more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, then, for a stockholder proposal to be considered at the 20212022 annual meeting, our Secretary must receive the written notice at our principal executive offices at the above address:

If we hold the 20212022 annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, then our Secretary must receive the written notice no earlier than the close of business on the 120^th120th day before the actual date of the 20212022 annual meeting and no later than the close of business on the later of the following two dates:

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear at such annual meeting to present such proposal, we are not required to present the proposal for a vote at such annual meeting.

You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

Our business affairs are managed under the direction of our board of directors, which is currently composed of six members. On April 9, 2020,March 12, 2021, director Alan HenricksJ. Michael Dodson notified our board of directors that he would not stand for re-election at the Annual Meeting. Following receipt of such notice, on April 10, 2020,March 15, 2021, our board of directors approved a decrease in the authorized number of directors to five, effective as of immediately following the end of Mr. Henricks’Dodson’s term as a director, and as of immediately prior to the commencement of the Annual Meeting. Five of the six individuals currently serving as directors are independent within the meaning of the listing standards of the New York Stock Exchange.

Our common stock is listed on the New York Stock Exchange. Under the listing standards of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be

The Board is committed to strong, independent Board leadership and oversight of management’s performance. In addition to having substantially all of its members be independent under applicable listing standards and SEC standards, our current Board includes an affiliate from two of our threetwo largest stockholders as of March 31, 2020.February 28, 2021. The Board believes that whether to have the same person occupy the offices of Chairperson of the Board and Chief Executive Officer should be decided by the Board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interests of our stockholders. However, ifIf the Chairperson is an employee, the Board may appoint a lead independent director to help ensure robust independent leadership on the Board.

The Chairperson of the Board has the powers and duties customarily and usually associated with the office of the chairperson of the board, including setting the schedule and agenda for Board meetings and presiding at meetings of the Board and meetings of our stockholders, unless a chairmanChairperson of a stockholder meeting is otherwise appointed by the Board. The Chairperson also has the authority to call special meetings of our stockholders. If our Chairperson is an independent, non-employee director, the Chairperson has the responsibilities of the lead independent director.

Our lead independent director has the responsibility to schedule and prepare agendas for meetings of the outside directors. The lead independent director may communicate with our Chief Executive Officer, disseminate information to the rest of the Board in a timely manner, raise issues with management on behalf of the outside directors when appropriate, and facilitate communications between management and the outside directors. In addition, the lead independent director may have other responsibilities, including calling meetings of outside directors when necessary and appropriate, being available, when appropriate, for consultation and direct communication with our stockholders, building a productive relationship between the Board and the Chief Executive Officer, ensuring the Board fulfills its oversight responsibilities in our strategy, risk oversight and succession planning, and performing such other duties as the Board may from time to time designate.

In 2019, the Board evaluated whether the positions of Chairperson and Chief Executive Officer should be held by two individuals, and determined that it was in the best interest of stockholders that Mr. Lee Chen, our former Chief Executive Officer, serve as the Chairperson while servingSinger serves as our Chief Executive Officer. The Board made its determination based on Mr. Chen’s years of experience as an executive in the networking industry as well as his knowledge of the issues and challenges facing the company. In 2019, Dr. Phillip Salsbury served as lead independent director to provide independent leadershipdirector. In this role, Mr. Singer presides over periodic meetings of the Board. Throughout 2019, our independent directors, met in executive session, outsideserves as a liaison between our chairperson of the presenceboard of management, including Mr. Chen, on a regular basis. Followingdirectors and the resignationsindependent directors, and performs such additional duties as our board of Mr. Chendirectors may otherwise determine and Dr. Salsbury from the Board in February 2020, the positions of Chairperson and lead independent director became vacant and have not yet been filled. Our Board is evaluating which of our directors will be appointed Chairperson and, if applicable, lead independent director.delegate.

The audit committee is currently comprised of Messrs. Braham, Chung, Dodson and Henricks.Ms. Dotz. Mr. HenricksDodson is currently the chair of the audit committee. Our board of directors has determined that each of the members of this committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of the New York Stock Exchange and the SEC. Our board of directors has also determined that Mr. HenricksMessrs. Chung, Dodson and Mr. DodsonMs. Dotz each qualify as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of the New York Stock Exchange.

The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the New York Stock Exchange. A copy of the charter of the audit committee is available on our website at http://investors.a10networks.com. During 2019,2020, the audit committee held five (5)four (4) meetings and acted by written consent one (1) time.two (2) times.

The compensation committee currently consists of Messrs. Braham, Chung Henricks, and Singer. Mr. Chung is the chair of the compensation committee. Our board of directors has determined that each member of this committee is independent under the applicable rules and regulations of the New York Stock Exchange and the SEC, a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange. A copy of the charter of the compensation committee is available on our website at http://investors.a10networks.com. During 2019,2020, the compensation committee held seven (7)four (4) meetings and acted by written consent five (5)six (6) times.

The nominating and corporate governance committee currently consists of Messrs. Chung, Henricks, and Singer. Mr. Singer is the chair of the nominating and corporate governance committee. Our board of directors has determined that each member of this committee meets the requirements for independence under the rules of the New York Stock Exchange.

The nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the New York Stock Exchange. A copy of the charter of the nominating and corporate governance committee is available on our website at http://investors.a10networks.com. During 2019,2020, the nominating and corporate governance committee held two (2) meetings.meetings and acted by written consent three (3) times.

Messrs. Braham, Chung Henricks and Singer are the current members of our compensation committee. None of the members of our compensation committee is or has been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our compensation committee or our board of directors.

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the

Our nominating and corporate governance committee will consider candidates for director recommended by stockholders so long as such recommendations comply with our amended and restated certificate of incorporation currently in effect and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing. Such recommendations must include, amongst other things provided in our Bylaws, information about the candidate, evidence of the recommending stockholder’s ownership of our common stock and a signed letter from the candidate confirming willingness to serve on our board of directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Any nomination should be sent in writing to our Secretary at A10 Networks, Inc., 2300 Orchard Parkway, San Jose, CA 95131. If we hold the 20212022 annual meeting of stockholders no more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, then our Secretary must receive the written nomination;

If we hold the 20212022 annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, then our Secretary must receive the written nomination no earlier than the close of business on the 120^th120th day before the actual date of the 20212022 annual meeting and no later than the close of business on the later of the following two dates:

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website under Governance Documents at http://investors.a10networks.com. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Pursuant to our Insider Trading Policy, all employees (including directors) are prohibited from engaging in transactions in publicly traded options and other derivative securities with respect to our common stock, including any hedging or similar transaction designed to decrease the risks associated with holding company securities. Our directors and named executive officers are also prohibited from pledging company securities as collateral or holding company securities in a margin account.

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the company, as well as at such other times as they deemed appropriate.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risks associated with internal control over financial reporting and liquidity risk.

The initial equity award will be scheduled to vest in three, equal, annual installments from the date the non-employee director joins our board of directors, subject to continued service with us through each such date. Each annual equity award will vest as to 100% of the underlying shares on the earlier of the one-year anniversary of the award’s grant date or the date of our next annual stockholder meeting, subject to continued service with us through such date.

The following table provides information regarding the total compensation that was paid by the Company to each of our non-employee directors in 2019.2020. None of our non-employee directors were granted option awards in 2019.2020.

Our board of directors is currently composed of six members. On April 9, 2020,March 12, 2021, director Alan HenricksMichael J. Dodson notified our board of directors that he would not stand for re-election at the Annual Meeting. Following receipt of such notice, on April 10, 2020,March 15, 2021, our board of directors approved a decrease in the authorized number of directors to five, effective as of immediately following the end of Mr. Henricks’Dodson’s term as a director, and as of immediately prior to the commencement of the Annual Meeting. At the Annual Meeting, each of the five recommended nominees, if elected, will serve for a one-year term. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal.

As recommended by the nominating and corporate governance committee, the board’s nominees for election to the board are the following current members of the board: Tor R. Braham, Peter Y. Chung, J. Michael Dodson,Mary Dotz, Eric Singer and Dhrupad Trivedi. Mr. Trivedi joined the board in December 2019 in connection with his appointment as President and Chief Executive Officer. Mr. Dodson joined the board in February 2020 after the VIEX Group exercised its right to identify one independent person for appointment to the board and notified the board that it elected to have Mr. Dodson appointed to the board. If elected, each nominee would hold office until the annual meeting to be held in 20212022 and until histheir successor is elected and qualified or until histheir earlier death, resignation or removal. For information concerning the nominee, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of the nominees listed above. Each nominee has advised us that he isthey are willing to serve on our board of directors, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

The election of each director requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, requires us to obtain an advisory vote (non-binding) from our stockholders on the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The Say-on-Pay vote is advisory, and therefore is not binding on us, the compensation committee or our board of directors. However, the Say-on-Pay vote will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote, consider our stockholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns.

We believe that the information provided in the “Executive Compensation” section of this proxy statement, and in particular the information discussed in “Executive Compensation—Compensation Discussion and Analysis—Philosophy and Objectives”Analysis” beginning on page 2321 below, demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 20202021 Annual Meeting pursuant to Item 402 of Regulation S-K and other compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”

The approval, on an advisory and non-binding basis, of the compensation of our named executive officers as described in this proxy statement requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal. Abstentions are considered as a vote “against” the proposal because an abstention represents a share entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal. You may vote “for,” “against” or “abstain”abstain” on this proposal.

The ratification of the appointment of Armanino requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the SEC. The audit committee operates under a written charter approved by the board of directors, which is available on our website at http://investors.a10networks.com. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review and discussions with management and Armanino, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 for filing with the Securities and Exchange Commission.

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The following table identifies certain information about our executive officers as of April 15, 2020.March 17, 2021. Officers are elected by our board of directors to hold office until their successors are elected and qualified. There are no family relationships among any of our directors or executive officers.

This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program. The following persons are collectively referred to in this Compensation Discussion and Analysis and the accompanying compensation tables as our “named executive officers”:

Our products and services address networking and security technology requirements. We are well positioned to help our customers address the emerging themes of an increasingly complex cybersecurity landscape and new technology to support changing consumption trends. We have navigated challenges related to the pandemic and associated economic disruptions and have positioned A10 Networks for consistent organic growth and increased profitability. Our business philosophy is to build long-term value and we are committed to drive growth and improve profitability. Our executive compensation philosophy is focused on real pay delivery through revenue and operating margin growth that drives total shareholder return and aligns employees with customers and stockholders.

Our 2019 fiscal year wasEach non-employee director who first joins our board of directors will be granted an initial equity award with a yearvalue of transition and our compensation decisions were consistent$225,000. On the date of each annual meeting of stockholders, each continuing non-employee director will be granted an annual equity award with our financial performance, including the following:

The following table identifiesprovides information regarding the main elementstotal compensation that was paid by the Company to each of our executive compensation program and the rationale for each:non-employee directors in 2020. None of our non-employee directors were granted option awards in 2020.

Our board of directors hasis currently composed of six members. On March 12, 2021, director Michael J. Dodson notified our board of directors that he would not stand for re-election at the authorityAnnual Meeting. Following receipt of such notice, on March 15, 2021, our board of directors approved a decrease in the authorized number of directors to amend, alter, suspendfive, effective as of immediately following the end of Mr. Dodson’s term as a director, and as of immediately prior to the commencement of the Annual Meeting. At the Annual Meeting, each of the five recommended nominees, if elected, will serve for a one-year term. Each director’s term continues until the election and qualification of his or terminateher successor, or such director’s earlier death, resignation, or removal.

As recommended by the Bonus Plan provided such action doesnominating and corporate governance committee, the board’s nominees for election to the board are the following current members of the board: Tor R. Braham, Peter Y. Chung, Mary Dotz, Eric Singer and Dhrupad Trivedi. If elected, each nominee would hold office until the annual meeting to be held in 2022 and until their successor is elected and qualified or until their earlier death, resignation or removal. For information concerning the nominee, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not alter or impair the existing rights of any participantgive instructions with respect to the voting of directors, your shares will be voted “FOR” the election of the nominees listed above. Each nominee has advised us that they are willing to serve on our board of directors, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any earned bonus.

The 2019 Executive Cash Incentive Plan was established under and subject toelection of each director requires a plurality vote of the termsshares of our Executive Incentive Compensation Plan. Mr. Constantino’s target bonus opportunity for our 2019 fiscal year was equalcommon stock present in person or by proxy at the Annual Meeting and entitled to approximately 65% of his 2019 base salary, Mr. Cochran’s target bonus opportunity for our 2019 fiscal year was equalvote thereon to approximately 50% of his 2019 base salary, and Mr. Reiss’ target bonus opportunity for our 2019 fiscal year was equal to approximately 50% of his 2019 base salary. The corporate performance goal under the 2019 plan related to our revenue for 2019. Generally, the portion of the plan basedbe approved. Broker non-votes will have no effect on the corporate performance goal would result in funding of bonuses upon the achievement of a threshold level of revenue of $232.2 million and a target level of revenue of $255.4 million, as specified in a performance goal chart approved by our compensation committee. The maximum amount that could be earned for 2019 was capped at 100% of target.this proposal.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the 2019 Executive Cash Incentive Plan. Our Chief Executive Officer evaluated, and presentedDodd-Frank Act, requires us to obtain an advisory vote (non-binding) from our compensation committee,stockholders on the progress made towards achieving the individual performance goals in accordance with the terms of the 2019 Executive Cash Incentive Plan and made a recommendation to our compensation committee regarding the bonus amount for each of Messrs. Constantino, Cochran, and Reiss based on this evaluation. The bonuses for Messrs. Constantino, Cochran, and Reiss, as determined pursuant to the terms of the 2019 Executive Cash Incentive Plan and our Chief Executive Officer’s recommendation based on their individual performance, were approved on February 4, 2020. For the 2019 fiscal year, Mr. Constantino earned a cash bonus of $31,857 for achievement of his individual performance goals, Mr. Cochran earned a cash bonus of $30,174 for achievement of his individual performance goals, and Mr. Reiss earned a cash bonus of $26,074 for achievement of his individual performance goals.

The following table presents fees for professional audit services and other services rendered to the Company throughby Armanino for our fiscal year ended December 31, 2020 and 2019.

In our fiscal year ended December 31, 2020, there were no other professional services provided by Armanino, other than those listed above, that would have required the endaudit committee to consider their compatibility with maintaining the independence of Armanino.

The audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, the audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to Armanino for our fiscal year ended December 31, 2020 and 2019 were pre-approved by the audit committee.

Based on the audit committee’s review and discussions with management and Armanino, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year. Underyear ended December 31, 2020 for filing with the Securities and Exchange Commission.

In AprilEach non-employee director who first joins our board of 2019, our compensation committee approveddirectors will be granted an initial equity award with a value of $225,000. On the grant to our named executive officersdate of time-based restricted stock unit awards (“RSUs”) coveringeach annual meeting of stockholders, each continuing non-employee director will be granted an annual equity award with a value of $150,000. However, a continuing non-employee director who, as of the following number of sharesdate of our common stock and the grant of performance-based restricted stock unit awards (“PSUs”) covering the following target number of shares of our common stock based on the recommendation of our independent compensation consultant:

In our fiscal year ended December 31, 2020, there were no other professional services provided by Armanino, other than those listed above, that would have required the audit committee to consider their compatibility with maintaining the independence of Armanino.

In April of 2020, in connection with his appointment to the office of Executive Vice President and Chief Executive Officer,of Worldwide Sales, Mr. TrivediBruening was granted RSUs covering 125,00025,000 shares of the our common stock under our 2014 Equity Incentive Plan, which are scheduled to vest annually over four years commencing on the one-year anniversary of May 5, 2020, subject to Mr. Trivedi’sBruening’s continued service.service on each such vesting date. Additionally, Mr. TrivediBruening was granted PSUs covering 375,000100,000 shares of the our common stock, which will become eligible to vest upon the achievement of certain stock price targets as set forth below (the “Performance Milestones”), as well as continued service to the Company, with vesting of any portion for which the Performance Milestone is achieved to be scheduled to occur in equal, annual installments over a three-year period following achievement of the Performance Milestone commencing on the one-year anniversary of achievement of the respective Performance Milestone.

The stock price achievement will be determined based on the 100-day stock price, which means achievement of the Stock Price Achievement or greater with respect to the average of the volume weighted average price of a share of our common stockthe Shares, as reported by Bloomberg L.P. or such other source as the Administrator deems reliable, for each trading day occurring in the trailing, one-hundredone hundred (100) calendar days ending with (and inclusive of) thesuch applicable date occurring during the period beginning on the PSU grant date and ending on the 4-year anniversary of the grant date.date (the “100-Day Stock Price”).

Pursuant to our Change in Control and Severance Agreement with eachcertain of our named executive officers, upon certain terminations of employment that are within a specified change in control period, the named executive officer will receive 100% accelerated vesting of the named executive officer’s outstanding equity awards (unless otherwise provided in the award agreement), with any applicable performance goals considered achieved at target levels, except in the case of Mr. Trivedi’s PSUs.levels. For Mr. Trivedi’sBruening’s PSUs, the deal price is used to determine if the Performance Milestones are satisfied unless (i) the change in control occurs before the 1-year anniversary of Mr. Trivedi’s start date in which case all Performance Milestones are deemed to be satisfied and (ii) the change in control occurs on or after the 1-year anniversary of Mr. Trivedi’s start date but before the 2-year anniversary of his start date in which case 50% of the portion of the PSUs for which the Performance Milestones has not yet been met are deemed to be satisfied. See the “Executive Officer Employment Agreements” section below for additional information regarding the accelerated vesting of RSUs and PSUs.

We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements under the plan. The plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Participants of our 401(k) plan are able to defer a percentage of their eligible compensation, subject to applicable annual Internal Revenue Code and plan limits. All participants’ interests in their deferrals are 100% vested when contributed. We also provide matching contributions under our 401(k) plan that generally vest over a 4-year period based on the participant’s employment. TheThrough May 2020, the Company matchesmatched 50% of the first 6% of eligible compensation contributed, for up to $2,500 per year. The Company resumed matching contributions effective February 1, 2021. Pre-tax contributions are allocated to the participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to qualify under Internal Revenue Code Section 401(a) with the plan’s related trust intended to be tax exempt under Internal Revenue Code Section 501(a). As a tax-qualified retirement plan, the 401(k) plan allows contributions, and earnings on those contributions, not to be taxable to the employees until distributed from the 401(k) plan.

Pursuant to our Insider Trading Policy, all employees (including executives) are prohibited from engaging in transactions in publicly traded options and other derivative securities with respect to our common stock, including any hedging or similar transaction designed to decrease the risks associated with holding company securities. Our named executive officers are also prohibited from pledging company securities as collateral or holding company securities in a margin account.

Our compensation committee considers recommendations from its independent compensation consultant, peer group data, and other market data to make its final decisions as to total compensation for our Chief Executive Officer, as well as each individual compensation component. For the executive officers other than our Chief Executive Officer, our compensation committee also considers the recommendations of our Chief Executive Officer,

The following table provides information regarding the compensation paid to, or earned by, our named executive officers (each, an “NEO” and together, the “NEOs”) for each of our fiscal years ended December 31, 2020, 2019 2018 and 2017.2018.

The following table shows information regarding cash incentive and equity awards granted to our NEOs during our fiscal year ended December 31, 2019.2020.