10-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number

0-27084

CITRIX SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)


Delaware		75-2275152
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

851 West Cypress Creek Road Fort Lauderdale Florida		33309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954)

267-3000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value per share	CTXS	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). YES ☐ NO ☒

The aggregate market value of Common Stock held by

non-affiliates

of the registrant computed by reference to the price of the registrant’s Common Stock as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the last reported sale price on The Nasdaq Global Select Market as of such date) was $14,547,658,160. As of February 7, 2022, there were 125,548,909 shares of the registrant’s Common Stock, $.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

Citrix Systems, Inc., referred to in this report as “Citrix,” the “Company,” “we,” “us,” and “our,” is filing this Amendment No. 1 on Form

10-K/A

(the “Amendment”) to its Annual Report on Form

10-K

for the year ended December 31, 2021, originally filed on February 16, 2022 (the “Original Report”), for the sole purpose of including the information required by Part III of Form

10-K.

This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form

10-K,

which permits the information in the below referenced items to be incorporated in the Form

10-K

by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to provide information required in Part III of Form

10-K

for the fiscal year ended December 31, 2021 because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Report.

In accordance with Rule

12b-15

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety, and Part IV, Items 15 and 16 of the Original Report are hereby amended and restated only with respect to the addition to Item 15 of the new certifications by our principal executive officer and principal financial officer filed herewith. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted.

This Amendment does not reflect events occurring after the filing of the Original Report, does not modify or update in any way the disclosures contained in the Original Report, and does not modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Report and with our filings with the Securities and Exchange Commission (“SEC”) subsequent to the Original Report.

References in this Amendment to the Company’s website are not intended to, and do not, incorporate by reference into this Amendment any materials contained on such website.

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		Page
PART III

Item 10.	Directors, Executive Officers and Corporate Governance		1
Item 11.	Executive Compensation		9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		50
Item 13.	Certain Relationships and Related Transactions and Director Independence		51
Item 14.	Principal Accounting Fees and Services		52

PART IV

Item 15.	Exhibits, Financial Statement Schedules		54
Item 16.	Form 10-K Summary		59

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following tables provide information regarding our executive officers and directors as of April 29, 2022:

Executive Officers:


Name	Age	Position
Robert M. Calderoni	62	Chairman of the Board and Interim Chief Executive Officer and President
Michael J. Arenth	50	Executive Vice President, Work Solutions
Antonio G. Gomes	56	Executive Vice President, Chief Legal Officer and Secretary
Woong Joseph Kim	43	Executive Vice President and Chief Product and Technology Officer
Donna N. Kimmel	59	Executive Vice President and Chief People Officer
Hector M. Lima	47	Executive Vice President and Chief Customer Officer
Timothy A. Minahan	52	Executive Vice President, Business Strategy and Chief Marketing Officer
Mark J. Schmitz	47	Executive Vice President and Chief Operating Officer
Jason A. Smith	49	Executive Vice President and Chief Financial Officer

Non-Employee

Directors:


Name	Age	Position
Nanci E. Caldwell	64	Lead Independent Director
Murray J. Demo	60	Director
Thomas E. Hogan	62	Director
Moira A. Kilcoyne	60	Director
Robert E. Knowling, Jr.	66	Director
Peter J. Sacripanti	66	Director
J. Donald Sherman	56	Director

There are no family relationships among any of our directors or executive officers.

Information Regarding Our Executive Officers

Robert M. Calderoni

has served as our Interim Chief Executive Officer and President since October 2021. Mr. Calderoni has served as Chairman of the Board of Directors since July 2015. Mr. Calderoni served as Executive Chairman of Citrix from July 2015 through December 2018. From October 2015 to January 2016, he also served as our Interim Chief Executive Officer and President. He has been a member of our Board of Directors since June 2014. Mr. Calderoni served as Chairman and Chief Executive Officer of Ariba, Inc., a cloud applications and business network company, from October 2001 until it was acquired by SAP, a publicly-traded software and IT services company, in October 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until January 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between November 2012 and January 2014 and as President SAP Cloud at SAP AG from June 2013 to January 2014. Mr. Calderoni has also held senior finance roles at Apple and IBM and served as Chief Financial Officer of Avery Dennison Corporation.

Michael J. Arenth

has served as our Executive Vice President, Work Solutions since November 2021. Prior to joining Citrix, Mr. Arenth served as Senior Advisor at Cinven, an international private equity firm, from January 2020 to November 2021. From August 2016 to July 2019, Mr. Arenth served as Chief Executive Officer at HotSchedules, a cloud-based workforce management platform for the restaurant and hospitality industry. From July 2015 to July 2016, Mr. Arenth served as Senior Advisor at Silver Lake, a private equity firm focused on technology and technology-related industries. From October 2012 to February 2014, Mr. Arenth served as

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Executive Vice President for Ariba, an SAP Company, responsible for all revenue and customer success related to the Ariba line of business. Before joining SAP in 2012, Mr. Arenth was Senior Vice President and General Manager at Ariba, responsible for cloud software sales, the business network and professional services in both North America and EMEA.

Antonio G. Gomes

has served as our Executive Vice President, Chief Legal Officer and Secretary since October 2019. Mr. Gomes served as our Executive Vice President, General Counsel, Secretary and Chief Legal Compliance Officer from April 2015 to September 2019, and as our Vice President and Deputy General Counsel, Secretary and Chief Legal Compliance Officer from February 2008 to March 2015. Prior to joining Citrix, Mr. Gomes was a Partner in the corporate practice of Goodwin Procter LLP, an international law firm, from February 2005 to January 2008.

Woong Joseph Kim

has served as our Executive Vice President and Chief Product and Technology Officer since November 2021. Mr. Kim served as our Executive Vice President of Engineering and Chief Technology Officer from December 2020 to November 2021. Prior to joining Citrix, Mr. Kim served as Executive Vice President, Engineering and Chief Technology Officer at SolarWinds, Inc., a publicly-traded IT infrastructure management software company, from July 2017 to November 2020. From February 2016 to July 2017, Mr. Kim served as Senior Vice President and Chief Technology Officer at SolarWinds. Mr. Kim was the General Manager of Hewlett Packard Enterprise Company’s Transform business unit from November 2014 to February 2016, and the Chief Technology Officer for HP Software’s Application Delivery Management (ADM) and IT operations management businesses from April 2013 to November 2014.

Donna N. Kimmel

has served as our Executive Vice President and Chief People Officer since November 2015. Prior to joining Citrix, Ms. Kimmel served as Senior Vice President, Human Resources at GTECH and IGT from February 2014 to November 2015. Prior to that, Ms. Kimmel served as Senior Vice President and Chief Human Resources Officer of Sensata Technologies, a

private-to-public

spinoff from Texas Instruments from April 2006 to December 2012.

Hector M. Lima

has served as our Executive Vice President and Chief Customer Officer since August 2021. Mr. Lima served as our Executive Vice President of Customer Experience from December 2020 to August 2021. Mr. Lima served as our Senior Vice President of Customer Success from January 2019 to December 2020 and as our Vice President, Americas Consulting and Education from August 2013 to January 2019. Mr. Lima has been with Citrix for more than 20 years and during his tenure he has held a number of leadership roles in our professional services, consulting and education organizations.

Timothy A. Minahan

has served as our Executive Vice President, Business Strategy and Chief Marketing Officer since July 2017. Mr. Minahan served as our Senior Vice President and Chief Marketing Officer from November 2015 to July 2017. Prior to joining Citrix, Mr. Minahan served as Senior Vice President and Chief Marketing Officer of SAP Cloud from June 2013 to July 2015, where he led their effort to transition to the cloud.

Mark J. Schmitz

has served as our Executive Vice President and Chief Operating Officer since July 2019. Mr. Schmitz served as our Senior Vice President of Business Operations from September 2016 to July 2019. Prior to joining Citrix, from January 2015 to September 2016, Mr. Schmitz served as Chief Operating Officer for SAP SucessFactors, and from January 2014 to January 2015, Mr. Schmitz served as Chief Operating Officer, SAP Cloud, where he led business operations and was responsible for the deployment of SAP’s cloud vision. From October 2012 to December 2013, Mr. Schmitz served as Senior Vice President and Chief Operating Officer, SAP Ariba.

Jason A. Smith

has served as our Executive Vice President and Chief Financial Officer since March 2022. Mr. Smith served as our Senior Vice President, Finance from September 2021 to February 2022. Prior to joining Citrix, Mr. Smith held multiple finance, planning, development and treasurer roles at ADT Security over a nine-year tenure, including as Senior Vice President, M&A and Business Transformation, from June 2021 through

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August 2021, as Senior Vice President, Finance, from 2018 through June 2021, and as Senior Vice President, Finance, and Corporate Treasurer, from 2016 through 2018.

Information Regarding Our Board of Directors

Robert M. Calderoni

has served as a member of our Board of Directors since June 2014 and as chairman of the Board of Directors since July 2015. For further biographical information regarding Mr. Calderoni, see above under the heading

Information Regarding Our Executive Officers

. Mr. Calderoni previously served on the Boards of Directors of Juniper Networks, Inc., a publicly-traded networking company from 2003 to 2019, and LogMeIn, Inc., a then publicly-traded remote access and remote software company, from 2017 to 2020. Since 2007, Mr. Calderoni has served on the Board of Directors of

KLA-Tencor,

a publicly-traded semiconductor equipment company; and since March 2020, Mr. Calderoni has served on the Board of Directors of ANSYS, Inc., a publicly-traded engineering simulation software provider. The Board believes Mr. Calderoni’s qualifications to sit on our Board of Directors include his extensive leadership and business development experience as the leader of a publicly-traded

Software-as-a-Service

company and his deep financial, accounting, corporate finance and operations expertise, including business transition situations, gleaned through his experience in managing large-scale global enterprises.

Nanci E. Caldwell

has served as a member of our Board of Directors since July 2008 and currently serves as Lead Independent Director. Since 2005, Ms. Caldwell has served as a member of a number of boards of both public and private technology companies, including Donnelley Financial Solutions, Inc., a publicly-traded financial communications and data services company from 2016 to 2020; Talend SA, a publicly-traded data integration company from 2017 to 2020; Deltek, Inc., a publicly-traded enterprise management software company from 2005 to 2012; Network General, now NetScout Inc., a publicly-traded provider of integrated network performance management solutions from 2005 to 2007; and Hyperion Solutions Corporation, a publicly-traded provider of performance management software acquired by Oracle in 2007, from 2006 to 2007. From April 2001 until it was acquired by Oracle in December 2004, Ms. Caldwell served as Executive Vice President and Chief Marketing Officer for PeopleSoft, Inc., a publicly-traded human resources management software company. In addition, from June 2009 to December 2014, Ms. Caldwell served as a member of the board of Tibco Software Inc., a then publicly-traded business integration and process management software company. Since December 2015, Ms. Caldwell has served on the Board of Directors of Equinix, Inc., a publicly-traded IT data center company, and on the Board of Directors of Canadian Imperial Bank of Commerce, a publicly-traded financial institution. Since March 2020, Ms. Caldwell has served on the Board of Directors of Procore Technologies, Inc., a publicly-traded construction management software company. The Board believes Ms. Caldwell’s qualifications to sit on our Board of Directors include her extensive experience with technology and software companies in the areas of sales and marketing, and her executive leadership and management expertise with publicly-traded companies.

Murray J. Demo

has served as a member of our Board of Directors since February 2005. From January 2018 to October 2020, Mr. Demo served as Executive Vice President and Chief Financial Officer of Rubrik, Inc., a privately-held cloud data management company. From October 2015 to January 2018, Mr. Demo served as Chief Financial Officer of Atlassian Corporation, a publicly-traded enterprise software company. Previously, Mr. Demo served as Executive Vice President and Chief Financial Officer of Dolby Laboratories, a publicly-traded global leader in entertainment technologies, from May 2009 until June 2012. Mr. Demo has also served as Executive Vice President and Chief Financial Officer of LiveOps, a privately-held virtual call center company, and as Executive Vice President and Chief Financial Officer of Postini, Inc., a security software company, which was acquired by Google in September 2007. Mr. Demo also held various executive-level finance roles at Adobe Systems, including Executive Vice President and Chief Financial Officer. Mr. Demo previously served on the board of Xoom Corporation, a formerly publicly-traded global online money transfer provider that was acquired by PayPal in November 2015, from May 2012 to November 2015; and from December 2011 to December 2015, Mr. Demo served on the Board of Directors of Atlassian Corporation. The Board believes Mr. Demo’s qualifications to sit on our Board of Directors include his extensive experience with finance and accounting

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matters for global organizations in the technology industry, including the experience that he has gained in his roles as Chief Financial Officer of publicly-traded companies.

Thomas E. Hogan

has served as a member of our Board of Directors since December 2018. Since January 2021, Mr. Hogan has served as Managing Director of Vista Equity Partners, a private equity company. From September 2019 through February 2020, Mr. Hogan served as President of North America and a member of the Executive Committee of Temenos AG, a publicly-traded banking solutions software company. Prior to the acquisition of Kony, Inc., in September 2019 by Temenos, Mr. Hogan served as Chief Executive Officer of Kony, Inc., a privately-held digital strategy company since 2014. He served as Chairman of the board of Kony, Inc. from 2017 through its acquisition in 2019. Prior to joining Kony, Mr. Hogan served as Senior Vice President of Software at Hewlett Packard, a publicly-traded hardware, software and IT services company, from January 2006 to November 2009 and as Executive Vice President of Sales, Marketing, and Strategy from November 2009 to March 2011. Mr. Hogan has also served as President and Chief Executive Officer of Vignette, a publicly-traded enterprise content management company, from 2002 to 2006 and as Senior Vice President of Global Sales and Operations at Siebel Software, a publicly-traded customer relationship management application software company, from January 1999 to January 2001. Mr. Hogan began his career at IBM in January 1982, where he held a variety of executive positions. The Board believes Mr. Hogan’s qualifications to sit on our Board of Directors include his decades of executive and operational experience with technology and software companies.

Moira A. Kilcoyne

has served as a member of our Board of Directors since June 2018. Ms. Kilcoyne held various senior management roles at Morgan Stanley between 1989 and 2016, including most recently serving as Global

Co-Chief

Information Officer and Managing Director and

Co-Head

of Global Technology and Data from 2013 until 2016, and as the Chief Information Officer of Brokerage Venture, Wealth and Investment Management and as a Managing Director from 2010 until 2013. During 2007, Ms. Kilcoyne served as Managing Director and Head of Corporate Systems at Merrill Lynch before returning to Morgan Stanley. Ms. Kilcoyne began her career at IBM, where she served in multiple technical roles before moving on to Morgan Stanley. Since December 2016, Ms. Kilcoyne has served on the Board of Directors of Quilter plc, a publicly-traded advice, investments and wealth management provider. Since November 2019, Ms. Kilcoyne has served on the Board of Directors of Arch Capital Group Ltd., a publicly-traded insurance, reinsurance and mortgage insurance writer. Since June 2021, Ms. Kilcoyne has served on the Board of Directors of Elliott Opportunity II Corp., a publicly-traded blank check company incorporated in February 2021. The Board believes Ms. Kilcoyne’s qualifications to sit on our Board of Directors include her extensive global technology and operations experience, especially related to the financial industry.

Robert E. Knowling, Jr.

has served as a member of our Board of Directors since October 2020. Mr. Knowling currently serves as the Chairman of Eagles Landing Partners, a private strategic management consulting company. Mr. Knowling also serves as an advisor-coach to chief executive officers. Mr. Knowling previously served as Chief Executive Officer of Telwares, a private provider of telecommunications expense management solutions, from 2005 to 2009. Mr. Knowling served as Chief Executive Officer of the New York City Leadership Academy, an independent nonprofit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system from 2001 to 2005. Mr. Knowling served as Chairman and Chief Executive Officer of SimDesk Technologies, Inc. from 2001 to 2003. Prior to this, Mr. Knowling served as Chairman, President and Chief Executive Officer of Covad Communications, a Warburg Pincus private equity-backed

start-up

company. Since January 2018, Mr. Knowling has served on the Board of Directors of Stride, Inc., a publicly-traded for profit education company. Since October 2018, Mr. Knowling has served on the Board of Directors of Rite Aid Corporation, a publicly-traded drug store chain. The Board believes Mr. Knowling’s qualifications to sit on our Board of Directors include his extensive experience in executive management and leadership roles, including service on other boards of directors of a number of publicly-traded companies.

Peter J. Sacripanti

has served as a member of our Board of Directors since December 2015. Since 1996, Mr. Sacripanti has served as a Partner at McDermott Will & Emery, an international law firm with 2,000 full-

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time employees in North America, Europe and Asia. In this position, he represents and defends major corporations and industry groups, including Fortune 500 companies. From 2009 to 2016, Mr. Sacripanti served as

co-chairman

of the firm’s Executive Committee. Mr. Sacripanti previously served on the Board of Directors of LogMeIn, Inc., a then publicly-traded remote access and remote software company, from 2017 to 2020. The Board believes Mr. Sacripanti’s qualifications to sit on our Board of Directors include his management of an international business organization and his years of experience representing large corporations on a variety of legal matters.

J. Donald Sherman

has served as a member of our Board of Directors since March 2020. Mr. Sherman has served as Chief Executive Officer of Dashlane, Inc., a provider of password management and security solutions since February 2021. From March 2012 to July 2020, Mr. Sherman served as President and Chief Operating Officer of HubSpot, Inc., a publicly-traded developer and marketer of software products for inbound marketing and sales. Prior to joining HubSpot, Mr. Sherman served as Chief Financial Officer of Akamai Technologies, a publicly-traded intelligent edge platform for securing and delivering digital experiences from 2005 to 2012. From 1990 to 2005, Mr. Sherman served in various positions at IBM including as Vice President of Financial Planning and Assistant Controller of Corporate Financial Strategy and Budgets. Mr. Sherman previously served on the board of Fiserv, Inc., a publicly-traded global provider of financial services technology from November 2015 to August 2019. The Board believes Mr. Sherman’s qualifications to sit on our Board of Directors include his extensive experience with finance and operational matters for global organizations in the technology industry, including the experience that he has gained in his roles as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of publicly-traded companies.

Standing Committees of Our Board of Directors

Audit Committee.

The current members of the Audit Committee are Murray J. Demo (Chair), Thomas E. Hogan, and J. Donald Sherman. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements promulgated by Nasdaq and the SEC, including

Rule 10A-3(b)(1)

under the Exchange Act. In addition, our Board of Directors has determined that each member of the Audit Committee is financially literate and that Messrs. Demo and Sherman each qualify as an “audit committee financial expert” under the rules of the SEC. The Audit Committee operates under a written charter adopted by our Board of Directors, a current copy of which is available in the Corporate Governance section of our website at https://www.citrix.com/about/governance.html.

As described more fully in its charter, the Audit Committee oversees our accounting and financial reporting processes, internal controls and audit functions. In fulfilling its role, the Audit Committee:

•

reviews the financial reports and related disclosure provided by us to the SEC, our shareholders or the general public;

•

reviews our internal financial and accounting controls;

•

oversees the appointment, compensation, retention and work performed by any independent registered public accounting firms we engage;

•

oversees procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations;

•

oversees our internal audit function;

•

serves as the Qualified Legal Compliance Committee of Citrix in accordance with Section 307 of the Sarbanes-Oxley Act of 2002, and the related rules and regulations promulgated by the SEC;

•

recommends, establishes and monitors procedures designed to facilitate (1) the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters, and (2) the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters;

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•

advises the Board of Directors on matters relating to our investment policies, financing activities and worldwide insurance program;

•

engages advisers as necessary; and

•

determines the funding from us that is necessary or appropriate to carry out the Audit Committee’s duties.

Compensation and Human Capital Committee.

The current members of the Compensation and Human Capital Committee are Peter J. Sacripanti (Chair), Nanci E. Caldwell, and Robert E. Knowling, Jr. Our Board of Directors has determined that each of the members of the Compensation and Human Capital Committee is independent as defined by the Nasdaq rules. In addition, each member of the Compensation and Human Capital Committee is a

“non-employee”

director as defined under Section 16 of the Exchange Act. The Compensation and Human Capital Committee operates under a written charter adopted by our Board of Directors, a current copy of which is available in the Corporate Governance section of our website at https://www.citrix.com/about/governance.html.

As described more fully in its charter, the Compensation and Human Capital Committee is responsible for determining and making recommendations with respect to all forms of compensation to be granted to our executive officers and preparing an annual report on executive compensation for inclusion in the Proxy Statement for our Annual Meeting of Shareholders or Form

10-K,

as applicable, in accordance with applicable rules and regulations.

In fulfilling its role, the Compensation and Human Capital Committee also:

•

reviews and makes recommendations to our management on company-wide compensation programs and practices;

•

approves the salary, variable cash compensation, equity-based and other compensation arrangements of our executive officers reporting directly to our President and Chief Executive Officer;

•

recommends, subject to approval by the entire Board of Directors, the salary, variable cash compensation, equity-based and other compensation arrangements of our President and Chief Executive Officer;

•

selects a peer group to conduct a competitive analysis of the compensation paid to our executive officers and considers the composition of such peer group on an annual basis;

•

appoints, retains, compensates, terminates and oversees the work of any independent experts, consultants and other advisers, reviews and approves the fees and retention terms for such experts, consultants and other advisers and considers at least annually the independence of such consultants;

•

considers the independence of and potential conflicts of interests with compensation consultants, legal counsel or other advisers, including based on factors required to be considered by the SEC or Nasdaq;

•

evaluates director compensation and recommends to the full Board of Directors appropriate levels of director compensation;

•

establishes policies and procedures for the grant of equity-based awards and periodically reviews our equity award grant policy;

•

recommends, subject to approval by the entire Board of Directors, any equity-based plans and any material amendments to those plans;

•

evaluates whether our compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on Citrix;

•

evaluates our compensation philosophy and reviews actual compensation for consistency with our compensation philosophy;

•

reviews and recommends for inclusion in our annual Proxy Statement (or Form

10-K,

as applicable) the Compensation Discussion and Analysis section; and

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•

reviews and evaluates, on a periodic basis, our stock ownership guidelines for directors and executive officers and recommends any modifications to such guidelines to the Board of Directors for its approval.

The Compensation and Human Capital Committee has the authority to engage its own outside advisers, including experts in particular areas of compensation, as it determines appropriate, apart from counsel or advisers hired by management. For 2021, the Compensation and Human Capital Committee retained Semler Brossy Consulting Group, LLC, which we refer to as “Semler Brossy”, as its independent compensation consultant to assist the Compensation and Human Capital Committee in evaluating the compensation of our executive officers and directors.

Our Corporate Governance Guidelines and the charter of the Compensation and Human Capital Committee provide that any independent compensation consultant, such as Semler Brossy, engaged by the Compensation and Human Capital Committee works for the Compensation and Human Capital Committee, not our management, with respect to executive officer and director compensation matters. Please read the

Compensation Discussion and Analysis

section included in Item 11 for additional information on the role of Semler Brossy in the compensation review process for 2021.

Nominating and Governance Committee.

The current members of the Nominating and Governance Committee are Nanci E. Caldwell (Chair), Thomas E. Hogan, and Peter J. Sacripanti. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements promulgated by Nasdaq. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board of Directors, a current copy of which is available in the Corporate Governance section of our website at https://www.citrix.com/about/governance.html.

As described more fully in its charter, the Nominating and Corporate Governance Committee:

•

reviews and makes recommendations to our Board of Directors regarding the Board’s composition and structure;

•

establishes criteria for membership on the Board of Directors and evaluates corporate policies relating to the recruitment of members of the Board of Directors;

•

recommends to our Board of Directors the nominees for election or

re-election

as directors at our Annual Meeting of Shareholders;

•

reviews and assesses our policies and practices regarding corporate social responsibility and environmental, social and governance (“ESG”) matters;

•

reviews policies and procedures with respect to transactions between Citrix and our officers, directors, affiliates of officers and directors, or other related parties; and

•

establishes, implements and monitors policies and processes regarding principles of corporate governance in order to assist the Board of Directors in complying with its fiduciary duties to us and our shareholders.

Technology, Data and Information Security Committee

. The current members of the Technology, Data and Information Security Committee are Moira A. Kilcoyne (Chair), Murray J. Demo, and Thomas E. Hogan. Our Board of Directors has determined that each member of the Technology, Data and Information Security Committee meets the independence requirements promulgated by Nasdaq. The Technology, Data and Information Security Committee operates under a written charter adopted by our Board of Directors, a current copy of which is available in the Corporate Governance section of our website at https://www.citrix.com/about/governance.html.

As described more fully in its charter, the Technology, Data and Information Security Committee:

•

oversees and assesses the quality and effectiveness of our cybersecurity team, technology, policies and procedures protecting our information technology systems, data, products and services across all business functions;

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•

oversees and reviews periodically our controls to prevent, detect and respond to cyber attacks or data breaches involving our information technology systems, data, products and services, taking into account the potential for external and internal threats to the Company and its customers, partners, vendors and employees;

•

reviews and approves our incident response plans, policies and frameworks, including policies for the escalation and reporting of significant security incidents to our Board of Directors, regulatory agencies and law enforcement, as appropriate;

•

oversees our compliance with global data privacy and security regulations and requirements applicable to the data we receive, collect, create, use, process and maintain (including personal information and information regarding customers, partners and vendors) and assesses the effectiveness of the systems, controls and procedures used to ensure compliance with applicable global data privacy and security regulations and requirements;

•

reviews with management our business continuity and disaster recovery capabilities, our business continuity and disaster recovery plans, policies and frameworks;

•

in coordination with the Audit Committee, oversees the Company’s management of risks related to its information technology systems and processes, including privacy, network security and data security, and any audits of such systems and processes;

•

reviews our strategies and operational plans relating to the development, deployment, integration and servicing of products, services, applications and systems (including policies, procedures and controls related thereto) to identify and mitigate data security and privacy risks in such strategies and programs;

•

oversees the Company’s funding and resourcing of its information technology and security functions; and

•

monitors and discusses, with management, emerging security, data protection and privacy trends in the technology landscape.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and the Nasdaq Stock Market. Our officers and directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations from our executive officers and directors that no other reports were required during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than ten percent beneficial owners were satisfied on a timely basis.

Code of Business Conduct and Ethics

We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act, which we refer to as our Code of Business Conduct and which applies to all of our directors and employees worldwide, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of our Code of Business Conduct is available in the Corporate Governance section of our website at https://www.citrix.com/about/governance.html.

A copy of our Code of Business Conduct may also be obtained, free of charge, upon a request directed to: Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Investor Relations. We intend to disclose any amendment to or waiver of a provision of our Code of Business Conduct, to the extent required by rules and regulations, that applies to our principal executive officer, principal financial officer,

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principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, available at https://www.citrix.com/about/governance.html. For more corporate governance information, you are invited to access the Corporate Governance section of our website available at https://www.citrix.com/about/governance.html.

Item 11. Executive Compensation.

Compensation Discussion and Analysis

Purpose of Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides comprehensive information about the 2021 compensation for the following executive officers (who we refer to as our “Named Executive Officers”):

•

Robert M. Calderoni, Interim Chief Executive Officer and President

•

David J. Henshall, Former President and Chief Executive Officer

•

Arlen R. Shenkman, Former Executive Vice President and Chief Financial Officer

•

Michael J. Arenth, Executive Vice President, Work Solutions

•

Woong Joseph Kim, Executive Vice President and Chief Product and Technology Officer

•

Mark J. Schmitz, Executive Vice President and Chief Operating Officer

Objectives and elements of our executive compensation programs

The compensation that we offer our executive officers is designed to reflect our principles of integrity, fairness and transparency—concepts that have continually underscored the design and delivery of compensation opportunities at Citrix. We believe our compensation programs should emphasize sustainable corporate growth through a

pay-for-performance

orientation and a commitment to both operational and organizational effectiveness. We also believe that lavish perquisites, excessive severance and bonuses unrelated to performance or recruitment are inconsistent with our executive compensation principles. Furthermore, while the establishment of variable cash compensation targets for our executive officers necessarily involves judgment, the actual payouts against those targets are based on

pre-determined,

objective financial criteria reflective of our corporate operating plan.

For more than a decade, the objectives of our executive compensation programs have been to:

•

provide competitive compensation that attracts, retains and engages high-performing talent; and

•

align the long-term interests of executive officers with those of our shareholders by linking a significant portion of total cash and equity compensation to company performance and value creation.

These objectives have guided the Compensation and Human Capital Committee’s decision-making around compensation decisions over the past several years.

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The following table details the concepts guiding our compensation plan design and how we put them into practice, including actions taken by the Compensation and Human Capital Committee:


Concept		Implementation
Link executive target compensation directly with company performance		• To provide direct alignment with company performance and key drivers of shareholder value

Payout opportunity levels for our executive variable cash compensation plan should motivate performance that meets or exceeds our financial plan objectives		• In 2021, each executive officer’s variable cash compensation plan award was based on the achievement of financial operating targets consistent with our corporate operating plan • Based on 2021 company performance, executive variable cash compensation plan awards for 2021 were eligible for payout at up to 43.78% of the target amount

Our executives should be incentivized to achieve financial goals that are directly tied to our multi-year business strategy and drivers of growth and value creation for our shareholders		• At least 60% of annual equity awards to our Named Executive Officers are awarded as performance-based restricted stock units; and for 2021, these annual awards vest based on SaaS annualized recurring revenue (ARR) growth from January 1, 2021 to December 31, 2023 to further align executive compensation with our subscription business transition

Our compensation program should be flexible to account for the specific challenges facing the Company and the Company’s strategic initiatives at any given time while also maintaining a long-term focus on shareholder value and creation		• Each year, the Compensation and Human Capital Committee reviews our variable cash compensation plan and performance-based equity awards granted to executive officers to ensure that they fit our strategic and operational initiatives and reflect feedback we receive from our shareholders

Further, we engage in the following practices to ensure our executive compensation program achieves our objectives and is aligned with shareholders’ interests:

•

Review compensation practices of peers aligned with Citrix’s business and those with whom we regularly compete for executive, managerial and technical talent;

•

Use equity awards for long-term incentive and retention;

•

Design compensation programs to align Named Executive Officer’s annual target compensation with company performance;

•

Conduct annual executive officer evaluations and self-evaluation process;

•

Provide for compensation clawbacks pursuant to an executive compensation recovery policy;

•

Require significant share ownership by executive officers;

•

Prohibit hedging, short selling or pledging of equity awards; and

•

Limit perquisites.

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The elements of compensation that we generally use in our annual compensation program to accomplish our objectives, with the details of each for fiscal year 2021, are as follows:


Element	Component	Description
Base salary	Cash	• Evaluated on an annual basis

Variable cash compensation	Cash	For 2021, variable cash compensation was based on: • 50% new business on an annual contract value (ACV) basis • 40% transition and trade-up (TTU) bookings on an ACV basis • 10% emerging business on an ACV basis

Long-term equity incentives	Performance-based restricted stock units (PRSUs)	• Based on SaaS ARR growth from January 1, 2021 to December 31, 2023 • Cliff vest after a three-year period based on achievement of performance criteria • No vesting for performance below threshold and maximum vesting of 200%
Long-term equity incentives	Time-based restricted stock units (TRSUs)	• Vest in three equal annual installments over a three-year period

We also provide benefits as part of our compensation program.

Compensation process and criteria

Evaluation process

. The compensation packages for our executive officers are reviewed by our Compensation and Human Capital Committee and include an analysis of all elements of compensation separately and in the aggregate. In 2021, the Compensation and Human Capital Committee continued its engagement of Semler Brossy as its independent compensation consultant to assist with its oversight of executive compensation during the annual executive compensation cycle.

In addition, our legal, finance and human resources departments support the Compensation and Human Capital Committee in its work and act in accordance with the direction given to them to administer our compensation programs.

During early 2021, the Compensation and Human Capital Committee held meetings with management, our human resources department and representatives of Semler Brossy to:

•

review our compensation objectives;

•

evaluate and develop our executive compensation peer group;

•

review the actual and target compensation of our executive officers and compensation packages for new executive officers for consistency with our objectives;

•

analyze trends in executive compensation;

•

assess our variable cash compensation structure, as well as the plan components and mechanics, to ensure an appropriate correlation between pay and performance with resulting compensation opportunities that balance returns to the business and our shareholders (this included, among other things, modeling amounts payable under proposed plan structures against various scenarios);

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•

assess our equity-based awards programs against our objectives of executive engagement, retention and alignment with shareholder interests;

•

review market analysis for our executive cash compensation and equity-based awards programs;

•

review recommendations for 2021 target direct compensation for appropriateness relative to our compensation objectives; and

•

review retention incentive levels for our executive officers to support our strategic and operational initiatives.

At several meetings throughout the first quarter of 2021, the Compensation and Human Capital Committee reviewed proposed compensation programs and packages for our executive officers for 2021, which were prepared by management working in conjunction with our human resources department and Semler Brossy and evaluated by our finance department for alignment with our corporate operating plan. In February 2021, the Compensation and Human Capital Committee approved the proposed 2021 executive variable cash compensation plan, which we refer to as the “variable cash compensation plan”. Also, in February 2021, the Compensation and Human Capital Committee approved individual compensation packages for our executive officers. Our Board of Directors approved the 2021 compensation of our former President and Chief Executive Officer, upon the recommendation of the Compensation and Human Capital Committee. In October 2021, our Board of Directors approved the compensation of our Interim Chief Executive Officer and President, upon the recommendation of the Compensation and Human Capital Committee.

In evaluating our 2021 executive compensation program in the first quarter of 2021, the Compensation and Human Capital Committee considered several factors when determining compensation packages for our executive officers as discussed elsewhere in this

Compensation Discussion and Analysis

section, including the shareholder advisory

(“say-on-pay”)

vote on our Named Executive Officer compensation for 2020, which reflects our shareholders’ support for our executive officer compensation packages. The 2020

say-on-pay

vote was approved by over 93% of the votes cast at our Annual Meeting of Shareholders held in June 2020, which was the most recent shareholder advisory vote on executive compensation available to the Compensation and Human Capital Committee at the time.

Evaluation criteria

. In determining the amount and mix of the target compensation elements, the Compensation and Human Capital Committee relies upon its judgment regarding the scope and strategic impact of each individual executive officer’s role. In setting final compensation targets for our executive officers in 2021, the Compensation and Human Capital Committee considered many factors, including:

•

the performance and experience of each individual;

•

the scope and strategic impact of the executive officer’s role;

•

our past business and financial performance and future expectations;

•

our long-term goals and strategies;

•

difficulty in, and the cost of, replacing high performing leaders with

in-demand

skills;

•

past compensation levels of each individual and of our executive officers as a group;

•

relative levels of compensation among our executive officers;

•

the amount of each compensation component in the context of the executive officer’s target total compensation and other benefits;

•

the retention levels and holding power for each of our executive officers based on outstanding equity awards and recommended equity awards;

•

for each executive officer, other than our President and Chief Executive Officer, the evaluation and recommendation of our President and Chief Executive Officer;

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•

for our former President and Chief Executive Officer, the evaluation of our Board of Directors, a self-evaluation by our former President and Chief Executive Officer and feedback from his direct reports; and

•

the competitiveness of the compensation packages relative to the selected market data as highlighted by the independent compensation consultant’s analysis.

Former President and Chief Executive Officer evaluation

. As discussed above, one of the factors the Compensation and Human Capital Committee considers when determining compensation targets for our President and Chief Executive Officer is the performance evaluation of our President and Chief Executive Officer. In early 2021, our former President and Chief Executive Officer completed a self-evaluation, and our Board of Directors and each of our former President and Chief Executive Officer’s direct reports provided written feedback assessing our former President and Chief Executive Officer’s contributions to our Company. Aligned with the objectives of our multi-year transition to a cloud-based subscription business and the importance of fostering an innovative, collaborative and inclusive culture, our former President and Chief Executive Officer’s performance for 2020 was evaluated on the following:

•

drives and ensures financial results;

•

establishes near-term and long-term strategy with employee engagement that drives the needs of customers, partners and shareholders;

•

leads and inspires the organization, ensures Citrix employees live our core values, and drives a diverse and inclusive culture;

•

builds effective external stakeholder relationships; and

•

drives a collaborative relationship with our Board of Directors.

The Compensation and Human Capital Committee considered our former President and Chief Executive Officer’s evaluation results for 2020 in a holistic manner, in addition to other factors, including those listed above under the section titled

Evaluation criteria

, when setting our former President and Chief Executive Officer’s amount and mix of target compensation for 2021.

Role of the independent compensation consultant

During 2021, Semler Brossy reported directly to the Compensation and Human Capital Committee for purposes of advising the Compensation and Human Capital Committee on executive compensation matters. The Compensation and Human Capital Committee provided Semler Brossy with preliminary instructions regarding the goals of our compensation program and the parameters of the competitive review of executive officer total direct compensation packages to be conducted by Semler Brossy. Semler Brossy was instructed to review and provide guidance on our peer group development. Semler Brossy was then instructed to provide a market analysis of all components of compensation for all executive officer positions, including base salary, target total cash (base salary plus target variable cash compensation) and equity-based long-term incentive awards. The Compensation and Human Capital Committee also instructed Semler Brossy to review the public disclosure by our peer companies concerning their executive compensation practices and to review our internal compensation model and guidelines and compare them to our peer companies and to our actual compensation practices.

During the first quarter of 2021, Semler Brossy attended meetings of the Compensation and Human Capital Committee, both with and without members of management present, and interacted with members of our human resources department with respect to its assessment of the compensation packages of our executive officers. Once Semler Brossy, working in conjunction with our human resources department, completed its preliminary analysis of our executive officer compensation, their analysis was presented to the Compensation and Human Capital Committee, which was discussed at the Compensation and Human Capital Committee’s February 2021 meeting.

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Similarly, the Compensation and Human Capital Committee provided Semler Brossy with instructions regarding compensation packages for new and promoted executive officers during 2021, as well as retention and incentive programs to support our strategic and operational initiatives. Semler Brossy was instructed to provide a market analysis of the relevant compensation components for these items and also advise the Compensation and Human Capital Committee on market practices in similar circumstances. In particular, in connection with Mr. Calderoni’s appointment as Interim Chief Executive Officer and President, the Compensation and Human Capital Committee worked with Semler Brossy to understand market practices and considered benchmarking data for similar roles provided by Semler Brossy, as well as the compensation paid to Mr. Henshall in his capacity as Chief Executive Officer of the Company and the prior compensation paid to Mr. Calderoni when he previously served as Interim Chief Executive Officer of the Company. Semler Brossy attended meetings of the Compensation and Human Capital Committee, with executive sessions being held at most meetings, and interacted with members of our human resources, legal and finance departments with respect to certain of these matters.

Independence of compensation consultant

In connection with Semler Brossy’s continued appointment in 2021, the Compensation and Human Capital Committee evaluated Semler Brossy’s independence and considered our policy on independence of the Compensation and Human Capital Committee’s consultant and other advisers contained in our Corporate Governance Guidelines and the Compensation and Human Capital Committee’s charter. The Compensation and Human Capital Committee also considered the six independence factors as required by Nasdaq and the SEC. After analyzing each of these factors, as well as information provided by Semler Brossy and our policy on independence relative to Semler Brossy’s engagement, the Compensation and Human Capital Committee concluded that Semler Brossy is independent and that there were no conflicts of interest.

Our use of market and peer group analysis

Each year, we conduct a competitive analysis of the compensation paid to our executive officers and review the compensation practices of our peer group. As in prior years, the analysis for 2021 measured our compensation opportunities for executive officers against information from the following sources:

•

independent, commercially available surveys on executive compensation within the software industry, tailored to reflect our relative market capitalization and revenue, including the Radford Global Technology Survey and the Radford Global Sales Survey; and

•

market analysis prepared by Semler Brossy using commercially available survey data and information from publicly filed reports from a group of peer technology companies, or the peer group, specifically identified by the Compensation and Human Capital Committee.

Each year, we evaluate the composition of our peer group and adjust the composition of our peer group for factors such as recent acquisitions of peer companies, new markets that we have entered or changes in the technology market landscape. For 2021, with assistance from Semler Brossy, we again focused on developing a peer group to address the dynamics in the markets for talent in which we compete. Based on this assessment, in the third quarter of 2020, our Compensation and Human Capital Committee decided to make no changes to the peer companies for 2021 compensation planning. Our peer group includes:

•

publicly-traded companies that represent an appropriate range from a size and scope perspective;

•

innovative companies that operate in virtualization, cloud,

Software-as-a-Service

and networking markets; and

•

companies with whom we compete for talent.

We believe that our peer group continues to be aligned with our strategic vision and positions us to attract, retain and engage high performing leaders. Moreover, our peer group, with its inclusion of a full array of companies

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with whom we compete for talent, maintains Citrix’s position at approximately the group median across revenue and other key financial metrics we view as important in selecting a peer group. Below is a list of the companies in our 2021 peer group with whom we regularly compete for executive, managerial and technical talent. We believe that our 2021 peer group is composed of innovative, software-focused businesses operating on a global scale, like Citrix, and are the companies with whom we look to align our executive compensation practices.

•

Akamai Technologies, Inc.

•

Autodesk, Inc.

•

Cadence Design Systems, Inc.

•

Dropbox, Inc.

•

F5 Networks, Inc.

•

Intuit Inc.

•

Juniper Networks, Inc.

•

NetApp, Inc.

•

Open Text Corporation

•

Palo Alto Networks, Inc.

•

PTC Inc.

•

ServiceNow, Inc.

•

Symantec Corporation

•

Synopsys, Inc.

•

VMWare, Inc.

•

Workday, Inc.

Components of compensation

Base salary

. Salary levels for our executive officers are based on several factors, including individual performance and experience, the scope of the role, and competitive ranges informed by compensation data reported for similar roles at companies in our peer group. The Compensation and Human Capital Committee considers levels of base salary at the beginning of each year for current executive officers, as well as adjustments to base salary levels upon executive promotions and/or expansion of an executive’s role and responsibilities. For newly-appointed executives, the Compensation and Human Capital Committee considers the appropriate level of base salary based on the relevant role and competitive ranges of compensation.

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In 2021, based on the objectives of our executive compensation program, our evaluation criteria for individual performance, Citrix’s overall performance and other factors described above, the base salaries of our Named Executive Officers as noted below became effective March 1, 2021, unless otherwise indicated:


	2020 base salary ($)		2021 base salary ($)		Increase/ decrease (%)
Robert M. Calderoni(1) Interim Chief Executive Officer and President		—		1,000,000		—

David J. Henshall(2) Former President and Chief Executive Officer		1,000,000		1,000,000		—

Arlen R. Shenkman Former Executive Vice President and Chief Financial Officer		575,000		600,000		4.3

Michael J. Arenth(3) Executive Vice President, Work Solutions		—		525,000		—

Woong Joseph Kim(4) Executive Vice President and Chief Product and Technology Officer		500,000		600,000		20.0

Mark J. Schmitz Executive Vice President and Chief Operating Officer		575,000		600,000		4.3

(1)	Mr. Calderoni was appointed as Interim Chief Executive Officer and President in October 2021 and his base salary went into effect at that time.

(2)	Mr. Henshall ceased to be President and Chief Executive Officer in October 2021 and transitioned to serving in an advisory role. In connection with this transition, Mr. Henshall’s annual base salary was reduced to $100,000.

(3)	Mr. Arenth joined the Company in November 2021 and his base salary went into effect at that time.

(4)	On March 1, 2021, Mr. Kim’s base salary was increased from $500,000 to $525,000 as part of the annual compensation cycle. In addition, in November 2021, Mr. Kim was promoted to Executive Vice President, Chief Product and Technology Officer and his base salary was increased to $600,000 at that time.

Incentive cash compensation

. For 2021, our compensation evaluation processes during our annual cycle and in connection with any promotions or executive hires during the year resulted in target awards for our Named Executive Officers under our variable cash compensation plan that ranged from 90% to 150% of base salary, based on the factors discussed above.

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Our Named Executive Officer compensation packages had the following target cash compensation in 2021, with the target variable cash portion expressed both as a percentage of base salary and in dollars. The base salaries and target variable cash percentage of our Named Executive Officers included in the table below reflect the increased base salaries and any increases in variable cash percentage, effective March 1, 2021, unless otherwise indicated below:


	Target variable cash
Name	Base salary ($)		As a % of base salary			Target variable cash amount ($)		Total ($)
Robert M. Calderoni(1) Interim Chief Executive Officer and President		1,000,000		150	%		1,500,000		2,500,000

David J. Henshall(2) Former President and Chief Executive Officer		1,000,000		150	%		1,500,000		2,500,000

Arlen R. Shenkman Former Executive Vice President and Chief Financial Officer		600,000		100	%		600,000		1,200,000

Michael J. Arenth(3) Executive Vice President, Work Solutions		525,000		100	%		525,000		1,050,000

Woong Joseph Kim(4) Executive Vice President and Chief Product and Technology Officer		600,000		100	%		600,000		1,200,000

Mark J. Schmitz Executive Vice President and Chief Operating Officer		600,000		100	%		600,000		1,200,000

(1)	Mr. Calderoni was appointed Interim Chief Executive Officer and President in October 2021, and his base salary and variable cash percentage went into effect at that time. Pursuant to his employment agreement, Mr. Calderoni was entitled to a minimum bonus of $500,000 for 2021.

(2)

Mr. Henshall ceased to be President and Chief Executive Officer in October 2021 and transitioned to serving in an advisory role. In connection with this transition, Mr. Henshall’s annual base salary was reduced to $100,000. Mr. Henshall was entitled to variable cash compensation for 2021 based on actual achievement of the relevant performance metrics and

pro-rated

for the portion of the performance year completed as of the date of this transition.

(3)	Mr. Arenth joined the Company in November 2021, and his base salary and variable cash percentage went into effect at that time.

(4)	In November 2021, in connection with his promotion to Executive Vice President, Chief Product and Technology Officer, Mr. Kim’s base salary increased from $525,000 to $600,000 and his variable cash incentive percentage increased from 90% to 100%.

For 2021, each executive officer’s variable cash compensation plan award was based on the achievement of financial targets established by the Compensation and Human Capital Committee. For 2021, our Compensation and Human Capital Committee determined to align achievement with new business on an annual contract value (ACV) basis, transition and

trade-up

(TTU) bookings on an ACV basis, and emerging business on an ACV basis. ACV is an operating metric which represents the annualized value of a customer contract. A booking is the full monetary value sold to a customer for a product or service in a given period.

To ensure the integrity of our operating plan, and to safeguard shareholder value, the payout levels under our variable cash compensation plan are designed to motivate performance that meets or exceeds our financial plan objectives. Our program is designed to provide incentives to our executive officers aligned to our business strategy and our financial performance. We rigorously test our plan design to ensure that the structure and

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possible outcomes do not incentivize our executive officers to take unnecessary or excessive risks that could negatively impact the Company’s long-term value.

Our variable cash compensation plan provided for a premium in the event of overachievement of targets, capped at 200% of the target payout amount, and a reduction in the event of underachievement of targets, depending on actual results. The following chart shows the maximum performance amounts that would have resulted in a payout of 200% of the target amount, the performance amounts that would have resulted in a payout of 100% of the target amount, and the minimum performance requirements that needed to be met before any award could be earned.


	Weighting			Minimum performance (0% payout)		Target performance (100% payout)		Maximum performance (200% payout)
New Business ACV		50	%	$	832 million	$	924 million	$	1,017 million
TTU Bookings ACV		40	%	$	121 million	$	202 million	$	243 million
Emerging Business ACV		10	%	$	7 million	$	28 million	$	49 million

When actual performance falls between the threshold and the target performance levels or between the target and maximum performance levels, payouts are calculated using a graduated slope. This payout structure recognizes that, in a business of this scale, while overachievement merits a greater reward, any underachievement should result in a reduced award.

For 2021, the Compensation and Human Capital Committee introduced an operational metrics-focused modifier to our variable cash compensation plan intended to further focus our executive officers on our multi-year initiatives related to sustainability and diversity, inclusion and belonging. These initiatives were designed, among other things, to:

•

Reduce our greenhouse gases (GHGs) by 30% by 2030 (from a baseline level in 2019);

•

Decrease our carbon intensity per unit of revenue by 50% by 2030 (from a baseline level in 2019);

•

Achieve a diverse workforce made up of 45% underrepresented groups globally by the end of 2025; and

•

Sustain our strong year-over-year engagement and inclusivity scores and pay equity ratios.

The modifier could result in up to a 10% increase or decrease in our executive officers’ variable cash compensation for 2021 based on the Compensation and Human Capital Committee’s assessment of our progress toward sustainability goals (including those related to implementation of an environmental management process, remote work opportunities, and solar panel installations) and diversity, inclusion and belonging goals (including those related to diversity in our workforce, employee engagement and inclusivity, and pay equity) established by our Compensation and Human Capital Committee.

Early in the first quarter of 2022, our finance team reviewed and approved the calculations of financial target attainment levels, which were based on and consistent with our publicly reported financial results for 2021, and the 2021 award amounts payable to executive officers that were generated by members of our human resources department in accordance with the terms of our variable cash compensation plan. In January 2022, our Compensation and Human Capital Committee approved the payouts to our executive officers under our 2021 variable cash compensation plan.

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The results of the 2021 variable cash compensation plan resulted in a total weighted payout of up to 43.78%, based on the achievement of the metrics as described below.


	Target		Actual		Attainment			Payout (pre-weighting)			Weighting			Weighted payout
	(amounts are approximate due to rounding)
New Business ACV	$	924 million	$	690 million		75	%		0	%		50	%
TTU Bookings ACV	$	202 million	$	198 million		98	%		95	%		40	%
Emerging Business ACV	$	28 million	$	19 million		68	%		58	%		10	%
Total weighted payout %															43.78	%

Based on 2021 ESG results, the Compensation and Human Capital Committee determined that there should be no increase or decrease in the payout as a result of the ESG modifier given Citrix’s progress toward the sustainability goals previously established.

The table below summarizes the payments approved by our Compensation and Human Capital Committee under our variable cash compensation plan compared to each executive officer’s target award for 2021. Each Named Executive Officer listed below received 43.78% of his target award for 2021, except as noted.


	Target variable cash compensation award ($)(1)		Actual variable cash compensation award paid ($)		Percentage of target award paid (%)
Robert M. Calderoni(2) Interim Chief Executive Officer and President		—		500,000		—

David J. Henshall(3) Former President and Chief Executive Officer		1,121,918		491,176		43.78
Arlen R. Shenkman Former Executive Vice President and Chief Financial Officer		595,959		—		—

Michael J. Arenth(4) Executive Vice President, Work Solutions		77,671		34,004		43.78

Woong Joseph Kim Executive Vice President and Chief Product and Technology Officer		485,281		212,456		43.78

Mark J. Schmitz Executive Vice President and Chief Operating Officer		595,959		260,911		43.78

(1)	All target variable cash compensation awards are pro-rated to reflect changes in compensation during 2021, if applicable, and are based on the actual base salary paid to the Named Executive Officer in 2021.

(2)	Mr. Calderoni was entitled to receive a guaranteed minimum bonus of $500,000 for fiscal year 2021 pursuant to his employment agreement with the Company.

(3)	Mr. Henshall’s target variable cash compensation and his actual variable cash compensation award are pro-rated to reflect less than a full year of service as President and Chief Executive Officer.

(4)	Mr. Arenth joined the Company in November 2021, and his target variable cash compensation and his actual variable cash compensation award are pro-rated to reflect less than a full year of service.

The Compensation and Human Capital Committee also determined that it was in the best interest of the Company and its shareholders to award cash bonuses to certain executives and other key employees of the Company as compensation for services to the Company in 2021 and to recognize the individual performance and contributions of such executives and key employees in 2021.

Messrs. Arenth, Kim and Schmitz received cash bonuses of $40,996, $387,544, and $399,089, respectively.

In connection with joining our Company, in November 2021,

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Mr. Arenth also was awarded a

sign-on

bonus of $400,000. If Mr. Arenth voluntarily resigns or is terminated for cause within one year after payment of his

sign-on

bonus, he is required to repay, on a

pro-rata

basis, the net amount of his

sign-on

bonus.

Approach to equity-based long-term incentives

. The purpose of our equity-based long-term incentives is to attract, retain and engage high performing leaders, further align employee and shareholder interests, and continue to closely link executive compensation with company performance. Our equity-based long-term incentive program is an essential component of the total compensation package offered to our executive officers, reflecting the importance that we place on motivating and rewarding superior results with long-term and performance-based incentives.

Since 2017, our annual equity grant program for executives has consisted entirely of restricted stock units. Our portfolio of equity awards granted to executive officers on an annual basis has been a mix of just two equity elements, at least half of which has been tied to long-term performance.

Our Compensation and Human Capital Committee regularly reviews our equity compensation program. Based on feedback from our shareholders and with the assistance and guidance of its independent compensation consultant, our Compensation and Human Capital Committee has for the past several years approved awards with an operating metric for our performance-based restricted stock units that incentivize our executives to achieve a financial goal that is directly tied to our multi-year business transition that is described further below. Further, beginning in 2019 for our former President and Chief Executive Officer, and beginning in 2020 for our other executive officers, at least 60% of the equity awards granted to executive officers as part of our annual grant cycle is tied to long-term performance operating metrics to continue to shift a greater proportion of executive officer compensation to performance-based compensation.

The exclusive use of restricted stock units, rather than stock options or other equity awards, granted to our executive officers furthers our goals of reducing dilution, burn rate and overhang by reducing the number of shares of our common stock subject to equity-based awards while continuing to provide incentives for our high performers to remain with us and continue to perform at a high level. Also, the inclusion of performance-based restricted stock units based on the achievement of one or more operational metrics directly tied to our multi-year business transition is designed to drive success of our transition and be a driver of value creation for our shareholders.

Equity-based award grant levels

. When establishing equity-based award grant levels for our executive officers, our Compensation and Human Capital Committee considers the existing value of unvested equity-based awards held by the executive officers relative to each other and to our employees as a whole, previous grants of equity-based awards to our executive officers, our overhang and targeted burn rates for equity-based awards, and the vesting schedules of previously granted equity-based awards, as well as the various other factors described above. In addition, our Compensation and Human Capital Committee considers the market competitive value of an executive officer’s role leveraging current market analysis information as previously described, the relative level of impact the executive officer has or is expected to have on company performance, and the current and prospective performance of the executive officer in his or her role. During each annual compensation cycle, our Compensation and Human Capital Committee meets during the first quarter to review these factors for each of our executive officers and discusses proposed annual compensation, including equity-based award grant levels, with the Compensation and Human Capital Committee’s independent compensation consultant. Based on the reviewed factors, including market analysis compensation data, an assessment of the executive’s performance, and retention priorities, our Compensation and Human Capital Committee determines a targeted economic value for equity-based awards to be granted to each executive officer and approves a dollar value for such awards. The Compensation and Human Capital Committee also reviews the approximate number of Citrix shares expected to be granted as part of the annual compensation cycle to manage our burn rate. At the time of grant, the approved dollar value for each executive officer is converted into a number of Citrix shares using the

20-day

trailing average price of Citrix common stock to ensure executive officers are being granted equity awards that represent the previously-approved economic value based on Citrix’s current stock price.

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For equity-based promotion and

new-hire

awards, the Compensation and Human Capital Committee also considers market practices for such awards and the difficulty in recruiting high performing leaders with

in-demand

skills.

Adjustments to outstanding equity awards in connection with our quarterly dividend

. In connection with our payment of a cash dividend in each quarter of 2021, we adjusted the number of our unvested outstanding restricted stock units to provide each holder thereof with additional restricted stock units reflecting the value of such dividend. The number of additional restricted stock units was determined by dividing (1) the product obtained by multiplying the cash dividend per share declared by our Board by the number of unvested restricted stock units, by (2) the closing price of Citrix common stock on the dividend payment date. These additional restricted stock units are subject to the same conditions regarding vesting and settlement as the underlying restricted stock units to which they relate. The value of these additional restricted stock units is reflected in the

All other compensation

column of the Summary Compensation Table, and the number of such additional restricted stock units is reflected in the Outstanding Equity Awards at Year End Table. Upon the final vesting date, any fractional unit will be rounded up to a whole share.

Achievement of 2019 performance-based awards based on 2021 performance

As disclosed in our Proxy Statement for our 2020 Annual Meeting of Shareholders, our Compensation and Human Capital Committee tied vesting of our annual 2019 performance-based restricted stock units to subscription bookings as a percentage of total product and subscription bookings (excluding transition and

trade-up

bookings) measured from January 1, 2021 to December 31, 2021. Our executive officers received these performance-based restricted stock units having this performance metric in April 2019 as part of our annual grant cycle.

Our Compensation and Human Capital Committee determined to tie vesting of these performance-based restricted stock unit awards to subscription bookings as a percentage of total product and subscription bookings (excluding transition and

trade-up

bookings) to further incentivize our executives to achieve this financial goal that was directly tied to the multi-year business transition strategy at the time, which we reviewed with our shareholders in October 2017 and January 2018. The acceleration of moving our bookings mix significantly towards ratable subscriptions (that is, subscription bookings as a percentage of total product and subscription bookings) was a key indicator of our success in transitioning to a subscription business. The Compensation and Human Capital Committee set performance goals at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive team. Specifically, the Compensation and Human Capital Committee set the payout curve for these performance-based awards to provide a maximum payout for subscription bookings as a percentage of product bookings that would exceed our internal operating plan.

The payout curve for these performance-based awards was as follows (utilizing straight-line interpolation between percentages):


Subscription bookings as a percentage of total product and subscription bookings	Percentage of target award vested
45% (threshold)		0	%
65% (target)		100	%
90% (maximum)		200	%

No restricted stock units would vest if subscription bookings as a percentage of total product and subscription bookings was less than the threshold. For this purpose, “subscription bookings as a percentage of total product and subscription bookings” was calculated as Citrix’s total term, cloud (SaaS), hybrid-cloud and Citrix Service Provider product subscription bookings or any other product bookings from subscription offerings, including subscription renewals, expansions, extensions, upgrades, updates, initial and

add-on

or multiple year terms of any of the foregoing, but excluding transition and

trade-up

bookings, over Citrix’s total product and subscription bookings, excluding transition and

trade-up

bookings, in each case excluding ShareFile SMB bookings, measured as of the last fiscal year of the performance period (fiscal year 2021).

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Early in the first quarter of 2022, our finance team reviewed and approved the calculations of financial target attainment levels. In January 2022, our Compensation and Human Capital Committee approved the payouts to our executive officers and our former President and Chief Executive Officer under our 2019 performance-based awards and determined that we achieved subscription bookings as a percentage of total product and subscription bookings (excluding transition and

trade-up

bookings) of 91.4%, resulting in a payout of 200.0% based on the payout curve described above.

Achievement of retention performance-based awards based on 2021 performance

As disclosed in our Proxy Statement for our 2021 Annual Meeting of Shareholders, in April 2020, Mr. Henshall and certain other executive officers were granted performance-based awards that the Compensation and Human Capital Committee viewed as aligned with our business transition and strategy. We refer to these awards as the “April 2020 Awards.”

The Compensation and Human Capital Committee determined annualized recurring revenue (ARR) growth to be the metric most aligned with our business transition and strategy at the time. For this purpose, ARR growth was calculated using an annual growth formula with ARR representing the contracted recurring value for all term subscriptions normalized to

a one-year period

as reported in Citrix’s quarterly earnings releases. The Compensation and Human Capital Committee determined that 50% of the April 2020 Awards would be eligible to vest following an interim

one-year

performance period and 50% would be eligible to vest at the end of the full

two-year

performance period. The interim and full performance period payouts were also capped at 125%.

Early in the first quarter of 2021, our finance team reviewed and approved the calculations of financial target attainment levels. In January 2021, our Compensation and Human Capital Committee approved the interim payouts to our executive officers under the April 2020 Awards and determined that we achieved ARR growth of 62.1%, resulting in an interim payout of 125% based on the payout curve described below. This payout was applied to the first 50% of the awards.


Annualized recurring revenue growth %	Percentage of target award vested
32% (threshold)		75	%
34% (target)		100	%
36% (maximum)		125	%

Likewise, early in the first quarter of 2022, our finance team reviewed and approved the calculations of financial target attainment levels. In January 2022, our Compensation and Human Capital Committee approved the final payouts to our executive officers under the April 2020 Awards and determined that we achieved compounded ARR growth of 61.9%, resulting in a final payout of 125% based on the payout curve described below. This payout was applied to the second 50% of the awards.


Annualized recurring revenue growth %	Percentage of target award vested
29% (threshold)		75	%
31% (target)		100	%
33% (maximum)		125	%

The overachievement was due to Subscription ARR growth driven by increased customer demand for our subscription offerings for Citrix Workspace and pooled capacity App Delivery and Security offerings, and our decision to end broad availability of perpetual Citrix Workspace licenses during the third quarter of 2020.

2021 performance-based awards

When designing the 2021 performance-based awards granted to our executive officers in March 2021 as part of our annual grant cycle, our Compensation and Human Capital Committee considered the following objectives:

•

providing an incentive that has clear performance measures;

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•

directly aligning performance-based awards to our multi-year business transition strategy to a cloud-based subscription business; and

•

responding to shareholder feedback.

To achieve the objectives described above, our Compensation and Human Capital Committee tied vesting of the 2021 performance-based restricted stock units awarded in March 2021 to SaaS ARR growth measured over the performance period of January 1, 2021 to December 31, 2023. Our Compensation and Human Capital Committee determined to award performance-based restricted stock units tied to this operational metric to further incentivize our executives to achieve this financial goal that is directly tied to our multi-year business transition strategy. At the beginning of 2021 when the Compensation and Human Capital Committee set the metrics for the 2021 performance-based restricted stock units, the Compensation and Human Capital Committee determined SaaS ARR growth to be the metric most aligned with our business transition and strategy at the time and a key indicator of the success of our strategy.

The payout curve for these performance-based awards that may be earned at the end of the performance period based on compounded SaaS ARR growth is as follows (utilizing straight-line interpolation between percentages).


SaaS annualized recurring revenue growth %(1)	Percentage of target award vested
Threshold (83% of target)		50	%
Target		100	%
Maximum (117% of target)		200	%

(1)

Disclosing SaaS ARR growth targets for future periods would cause competitive harm without adding meaningfully to the understanding of our business. Disclosing such metrics would reveal specifics regarding our transition to a cloud-based subscription business that a competitor may use against us. However, like performance targets for all metrics, the Compensation and Human Capital Committee set performance goals at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive team. Specifically, the Compensation and Human Capital Committee set the payout curve for these performance-based awards to provide a maximum payout for SaaS ARR growth that would exceed our internal operating plan.

No restricted stock units will vest if SaaS ARR growth is less than the threshold. For this purpose, SaaS ARR growth is calculated using a compound annual growth formula with SaaS ARR representing the contracted recurring value for all term subscriptions normalized to a

one-year

period as reported in Citrix’s quarterly earnings releases.

These performance-based awards are intended to ensure that a meaningful share of our executives’ equity compensation is contingent upon a successful transition to a cloud-based subscription business. The restricted stock units underlying these awards cliff vest after a three-year period based on the performance of Citrix over the performance period, with no opportunity for any interim period payout.

Our executive officers as of March 2021, including Messrs. Henshall, Shenkman, Kim and Schmitz, received these performance-based restricted stock units having this performance metric as part of our annual grant cycle.

2021 time-based awards

Consistent with our past practice, we also entered into restricted stock unit agreements with our executive officers as of March 2021, including Messrs. Henshall, Shenkman, Kim and Schmitz, with respect to time-based restricted stock unit awards that were not subject to performance criteria and that vest over three years, with

one-third

of the units vesting on the first, second and third anniversaries of the date of the award agreement. These restricted stock unit awards represented 40% of the equity grants under the annual equity grant program

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for our executive officers, including our former President and Chief Executive Officer. Vesting of these time-based restricted stock units is subject to the continued employment of the executive officer with Citrix through the applicable vesting date.

The equity-based awards indicated in the table below that were granted as part of our annual equity award program reflect an equity portfolio mix with respect to such annual awards for our Named Executive Officers, including our former President and Chief Executive Officer, of 60% performance-based and 40% time-based restricted stock units. The following table summarizes our 2021 annual equity-based awards granted to our Named Executive Officers in March 2021, including the total targeted economic value approved by the Compensation and Human Capital Committee for each executive. Messrs. Calderoni and Arenth did not participate in the annual equity award program, as they assumed their roles as executive officers later in the year.


Name and principal position	Total targeted economic value of annual restricted stock unit awards($)		Time-based restricted stock units granted		Target performance- based restricted stock units granted
Robert M. Calderoni
Interim Chief Executive Officer and President		—		—		—

David J. Henshall
Former President and Chief Executive Officer		11,500,000		34,064		51,096

Arlen R. Shenkman
Former Executive Vice President and Chief Financial Officer		4,100,000		12,145		18,217

Michael J. Arenth
Executive Vice President, Work Solutions		—		—		—

Woong Joseph Kim
Executive Vice President and Chief Product and Technology Officer		3,500,000		10,368		15,551

Mark J. Schmitz
Executive Vice President and Chief Operating Officer		4,050,000		11,997		17,995

In addition to the annual equity awards granted in March 2021:

•

In connection with his appointment as Interim Chief Executive Officer and President, Mr. Calderoni received a grant of 177,292 restricted stock units with a target value of approximately $19.3 million that vest in twelve monthly installments, subject to his continued service relationship with the Company. When determining the level and type of award granted to Mr. Calderoni, the Compensation and Human Capital Committee sought to align the award with the expected length of time that Mr. Calderoni would serve in his role as Interim Chief Executive Officer, which was estimated to be approximately one year, and the scope of his responsibilities. During 2021, and prior to this appointment, Mr. Calderoni also received his annual director grant of 2,129 restricted stock units with a value of approximately $250,000 that vest annually on the earlier of the first anniversary of the award date or the day immediately prior to the Company’s next regular meeting of shareholders following the award date, subject to continued service through the applicable vesting date.

•

In connection with joining Citrix, Mr. Arenth was granted a

new-hire

equity award in November 2021 with a target value of approximately $6.0 million, consisting of 62,527 time-based restricted stock units that vest over three years, with

one-third

of the units vesting on the first, second and third anniversaries of the date of the award agreement, in each case, subject to continued service through the applicable vesting date.

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•

In connection with his expanded role as Executive Vice President and Chief Product and Technology Officer, Mr. Kim was granted an equity award in November 2021 with a target value of approximately $2.0 million, consisting of 21,234 time-based restricted stock units that vest over three years, with

one-third

of the units vesting on the first, second and third anniversaries of the date of the award agreement, in each case, subject to continued service through the applicable vesting date.

•

In connection with his expanded role as Executive Vice President and Chief Operating Officer, Mr. Schmitz was granted an equity award in August 2021 with a target value of approximately $1.0 million, consisting of 8,848 time-based restricted stock units that vest over three years, with

one-third

of the units vesting on the first, second and third anniversaries of the date of the award agreement, in each case, subject to continued service through the applicable vesting date.

Benefits

Our executive officers participate in our broad-based employee benefit plans on the same terms as eligible,

non-executive

employees, subject to any legal limits on the amounts that may be contributed or paid by executive officers under these plans. We offer a stock purchase plan, under which our employees may purchase shares of our common stock at a 15% discount from the fair market value of our common stock on the first or last business day of the purchase period, whichever is lower (determined by reference to the closing price of our common stock on each such date). Further, we offer a 401(k) plan that includes a Roth feature. The 401(k) plan allows our employees to invest in a wide array of funds and provides for matching contributions by our Company. We also maintain insurance and other benefit plans for our employees. Our executive officers receive higher life, accidental death and dismemberment and disability insurance benefits than other employees, which reflects industry standards and their relative base salary levels.

Our executive officers also receive reimbursement for annual health physicals, are eligible for relocation assistance upon joining our Company and have access to financial counseling and tax services benefits. Our executive officers are eligible to participate in our charitable matching gifts program pursuant to which we match donations made to qualifying

tax-exempt

501(c)(3) charitable and

non-governmental

organizations on a

one-for-one

basis. We match up to $20,000 per year for executives under this program. During 2021, we did not offer any

non-qualified

deferred compensation plans or supplemental retirement plans to our executive officers.

In addition, Mr. Calderoni’s employment agreement provides that, until the

COVID-19

pandemic has subsided, the Company has determined that a bona fide security concern exists with respect to the health and safety of Mr. Calderoni when he travels and, therefore, the Company prefers that Mr. Calderoni utilize Company-provided private air service. As a result, Mr. Calderoni was provided with private air service after his appointment as Interim Chief Executive Officer in October 2021, and private security for a limited period of time, personal components of which are reflected in the Summary Compensation Table below.

Other compensation policies and information

Agreements with executives

We have entered into executive agreements with certain members of our senior leadership team, including the Named Executive Officers (other than Messrs. Calderoni and Henshall). The Compensation and Human Capital Committee believes that it is in the best interests of our shareholders to extend these severance benefits to our executives to reinforce and encourage retention and focus on shareholder value creation without distraction. Mr. Calderoni entered into an individual employment agreement with Citrix upon his appointment as Interim Chief Executive Officer that provides (and Mr. Henshall also had an employment agreement that provided) for similar benefits in the event of the termination of employment under certain circumstances. See

Potential payments upon termination or change in control

beginning on page 36 for further information.

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Equity award grant policy

In 2007, the Compensation and Human Capital Committee adopted the Citrix Equity Award Grant Policy, or the Awards Policy. The Awards Policy enhances our controls with respect to grants of equity awards by establishing procedures for approving and

pre-determining

the dates on which awards will be made. The Awards Policy establishes the date on which annual grants are made and provides guidelines for grant dates for new hire and performance grants. Such new hire and performance grants will be made on the first trading day of the month following the month in which all processing and approvals for such equity awards are timely completed in accordance with the stock grant processing timeline as set by our Executive Vice President and Chief People Officer. A copy of our Awards Policy is available on the Corporate Governance section of our website at https://www.citrix.com/about/governance.html under Governance Documents.

Executive stock ownership guidelines

To align the interests of our executive officers with the interests of our shareholders, our Board of Directors has established stock ownership guidelines for our executive officers. Under our current guidelines, our executive officers are expected to own shares of our common stock equal in value to a multiple of base salary as indicated in the table below


Position	Stock ownership value (multiple of base salary)
President and Chief Executive Officer		6 times
Other Executive Officers who report to the President and Chief Executive Officer		4 times

To comply with these guidelines, each executive officer is required to retain an amount equal to

one-third

(1/3) of the net shares (those shares remaining after shares are deducted or withheld to cover any exercise price or tax obligations arising in connection with the exercise, vesting or payment of an equity award) received as a result of the exercise, vesting or payment of any equity-based award granted to the executive officer by the Company unless such executive officer holds the applicable guideline value of shares. Each of our executive officers is expected to hold such shares for so long as he or she is one of our executive officers. Failure to satisfy the stock ownership guidelines when required to do so will result in suspension of an executive officer’s ability to sell shares of our common stock until the requisite ownership levels are reached. Our executive officers may accumulate shares of our common stock through stock option exercises, settlement of restricted stock units or other awards and open market purchases made in compliance with applicable securities laws, our policies or any other equity plans we may adopt from time to time. Shares of our common stock beneficially owned (unless the executive officer disclaims beneficial ownership of the shares) and vested restricted stock units (including vested but deferred restricted stock units) count towards the satisfaction of the stock ownership guidelines.

Policy concerning hedging and pledging transactions

Certain transactions in Citrix securities (such as buying or selling puts, calls or other derivative securities of Citrix securities, or any derivative securities that provide the economic equivalent of ownership of any Citrix securities or an opportunity, direct or indirect, to profit from any change in the value of Citrix securities, or engaging in any other hedging transactions with respect to Citrix securities) create a heightened compliance risk or could create the appearance of misalignment between management and shareholders. As a result, our insider trading policy prohibits our employees, including our executive officers and directors, from engaging in hedging transactions, such as short sales and/or other derivative transactions, purchasing Citrix securities on margin, holding Citrix securities in an account that is, or is linked to, a margin account, and pledging Citrix securities as collateral for a loan.

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Policy regarding recovery of executive compensation

Citrix executive officers are subject to a formal executive compensation recovery policy, or “clawback” policy, which allows Citrix to recoup from its executive officers excess proceeds from certain incentive compensation received by such executive due to a material restatement of Citrix’s financial results due to an executive officer engaging in an act of embezzlement, fraud, willful misconduct or breach of fiduciary duty. Excess compensation includes any cash or equity-based compensation if the payment, grant or vesting of such compensation is predicated on the achievement of financial performance goals or financial metrics (excluding any incentive-based compensation based on total shareholder return or any similar stock price-based metric). The Compensation and Human Capital Committee intends to periodically review this policy and, as appropriate, conform it to any applicable final rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Risk Assessment Concerning Compensation Practices and Policies

We believe that our executive officer and employee compensation plans are appropriately structured so as not to incent excessive risk taking that would be reasonably likely to have a material adverse effect on our business. In particular, the Compensation and Human Capital Committee considered the following aspects of our compensation plans and policies when evaluating these areas:

•

Our Board of Directors annually approves a corporate operating plan with goals that it believes are appropriate and reasonable in light of past performance and current market opportunities. Our corporate operating plan is the basis for the performance targets in our annual variable cash compensation plans.

•

For our variable cash compensation plans, awards are based on the achievement of at least two objective performance measures, thus diversifying the risk associated with any single indicator of performance.

•

For our variable cash compensation plans, we select performance measures that we believe are less susceptible to manipulation than other performance measures that we could select.

•

All of our executive and corporate variable cash compensation plans are capped at 200% of payout awards so as to prevent award payments in excess of specific returns to the business and our shareholders, even if we dramatically exceed our performance or financial targets.

•

Payouts under our performance-based plans, if target performance metrics are not achieved, result in compensation at levels below full target payout, rather than an

“all-or-nothing”

approach, which could engender excessive risk taking.

•

We implemented a performance-based restricted stock unit program for 2021, which awards our executive officers with restricted stock units based on SaaS annualized recurring revenue (ARR) growth during the relevant performance period, which we believe is an indicator of the success of our business transformation and a driver of value creation for our shareholders. This program has been capped at 200% of target awards to prevent excessive compensation even if we dramatically outperform our goals.

•

Our base salary component of compensation does not encourage risk taking because it is a fixed amount.

•

No opportunities for

non-qualified

deferrals of compensation were offered to our executive officers in 2021, and non

SEC Form 10-K/A filed by Citrix Systems Inc. (Amendment)