CEO total pay
$60,551,052
Matthew Prince · 2025
Say on pay
Not disclosed
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CEO pay ratio
CD&A387 to 1
Median employee: $60,551,052
Compensation committee
CD&ACompensation Committee
Per the latest proxy
Filings indexed: 2 · 2026 · 2025
Executive pay
What did they pay them?
From the Summary Compensation Table. Pay mix and YoY are computed from these rows.
| Executive | Role | TotalYoY | Pay mix | Salary | Stock | Cash incentive | Other |
|---|---|---|---|---|---|---|---|
Matthew Prince2025 compensation | Chief Executive Officer | $60,551,052↑ 2810% | 96% at-risk | $537,500 | $58,251,101 | — | $1,762,451 |
Thomas Seifert2025 compensation | Chief Financial Officer | $10,741,505↓ 1% | 93% at-risk | $750,000 | $9,991,505 | — | — |
Michelle Zatlyn2025 compensation | President | $60,045,160↑ 4314% | 97% at-risk | $537,500 | $58,251,101 | — | $1,256,559 |
Douglas Kramer2025 compensation | Former Chief Legal Officer and Secretary | $5,645,753↓ 1% | 88% at-risk | $650,000 | $4,995,753 | — | — |
Pay mix: base cash incentive equity other
CD&A excerpt
Compensation discussion & analysis
Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.
Read the full CD&A on SEC.gov ↗
Governance
Policy guardrails
hedging
prohibited
“We prohibit, absent a waiver from our CLO or our CFO, our named executive officers and the non-employee members of our Board of Directors from hedging or pledging our securities”
pledging
prohibited
“We prohibit, absent a waiver from our CLO or our CFO, our named executive officers and the non-employee members of our Board of Directors from hedging or pledging our securities”
clawback
present
“clawback policy, which is filed as Exhibit 97.1 to our 2025 Annual Report filed with the SEC on February 26, 2026”
stock ownership guidelines
present
“Stock Ownership Guidelines. We maintain a stock ownership policy that requires minimum ownership of shares of our common stock by our CEO, President, all Senior Vice Presidents who report to our Co-Founders (which includ…”
change in control
Potential Payments upon Termination or Change in Control
“Potential Payments upon Termination or Change in Control”
compensation consultant
independent
“The compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management”
compensation committee
Compensation Committee
“Role of Compensation Committee and Board of Directors”
Performance markers
Metric facts
revenue
$2
“and programmable nature of our network is resulting in customers building their applications on top of our network, too — including both traditional applications and those that are enhanced with artificial intelligence. …”
operating income
$207.2 million
“representing an increase of 29.8% year-over-year. • Gross Profit – GAAP gross profit was $1,615.4 million, or 74.5% gross margin, compared to $1,290.9 million, or 77.3%, in fiscal 2024. Non-GAAP gross profit was $1,643.2…”
performance equity mix
—
“Zatlyn long-term incentive compensation opportunities in the form of RSU awards and performance-based RSU (“PSU”) awards under the 2019 Plan.”
ceo pay ratio
387 to 1
“the following information about the ratio of the total annual compensation of our “median employee” to the total annual compensation of our CEO (the “CEO Pay Ratio”). For fiscal 2025, the total compensation of our CEO wa…”
median employee compensation
$60,551,052
“must sign and not revoke our then-standard separation agreement and release of claims within the timeframe that is set forth in the Severance Policy. 109 CEO Pay Ratio Disclosure As required by SEC rules, we are providin…”
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Anything about Cloudflare, Inc.’s 2026 proxy
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