Tech — Software
Cloudflare Executive Compensation (FY25)
NET · San Francisco, CA · Executive and director compensation, fiscal 2022 to 2025
Data as of September 7, 2026Latest filing (8-K): June 30, 2026
169 figures on this page: 163 cited to the filing that reported them, 6 calculated from figures it prints. See the citations
What changed from fiscal 2024 to fiscal 2025
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Matthew Prince: $2,081,094 → $60,551,052
Say-on-pay support: 88.9% → 76.1% (12.8 points lower)
CEO pay ratio: 14:1 → 387:1
Frequently asked questions
Answers drawn from the data on this page.
Who is Cloudflare's chief executive and what were they paid?
Matthew Prince was paid $60,551,052 in total compensation as Chief Executive Officer and Co-Chair of the Board of Directors for fiscal 2025. Prince's total was up from the $2,081,094 reported for fiscal 2024.
What was Cloudflare's say-on-pay result?
Shareholders supported the say-on-pay proposal with 76.1% of votes cast including abstentions in favor at the meeting held June 30, 2026 for fiscal 2025.
Which companies are in Cloudflare's peer group?
The disclosed peer group names BILL Holdings, CrowdStrike Holdings, Datadog, DocuSign and Dynatrace, among others. The 2025 Compensation Peer Group (used for second half 2025 and 2026 decisions) names Atlassian and Fortinet.
What is Cloudflare's chief executive pay ratio?
The company reported a chief executive pay ratio of 387:1 for fiscal 2025, against median employee compensation of $156,306.
Executive compensation
Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Thomas Seifert Chief Financial Officer | ◇ | — | ◇ | ◇ | — | — | — | ◇ |
Douglas Kramer General Counsel and Secretary | ◇ | — | ◇ | ◇ | — | — | — | ◇ |
Michelle Zatlyn President, Chief Operating Officer, and Director | ◇ | — | — | — | — | — | ◇ | ◇ |
Matthew Prince Chief Executive Officer and Chair of the Board of Directors | ◇ | — | — | — | — | — | ◇ | ◇ |
Fiscal 2023
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Matthew Prince Chief Executive Officer and Chair of the Board of Directors | ◇ | — | ◇ | — | — | — | ◇ | ◇ |
Michelle Zatlyn President, Chief Operating Officer, and Director | ◇ | — | ◇ | — | — | — | ◇ | ◇ |
Thomas Seifert Chief Financial Officer | ◇ | — | ◇ | ◇ | — | — | — | ◇ |
Douglas Kramer Chief Legal Officer and Secretary | ◇ | — | ◇ | ◇ | — | — | — | ◇ |
Fiscal 2024
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Thomas Seifert Chief Financial Officer | ◇ | — | ◇ | — | — | — | — | ◇ |
Douglas Kramer Chief Legal Officer and Secretary | ◇ | — | ◇ | — | — | — | — | ◇ |
Matthew Prince Chief Executive Officer and Co-Chair of the Board of Directors | ◇ | — | — | — | — | — | ◇ | ◇ |
Michelle Zatlyn President and Co-Chair of the Board of Directors | ◇ | — | — | — | — | — | ◇ | ◇ |
Fiscal 2025
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Matthew Prince Chief Executive Officer and Co-Chair of the Board of Directors | ◇ | — | ◇ | — | — | — | ◇ | ◇ |
Michelle Zatlyn President and Co-Chair of the Board of Directors | ◇ | — | ◇ | — | — | — | ◇ | ◇ |
Thomas Seifert Chief Financial Officer | ◇ | — | ◇ | — | — | — | — | ◇ |
Douglas Kramer Former Chief Legal Officer and Secretary Departed during or after this year | ◇ | — | ◇ | — | — | — | — | ◇ |
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.
Equity awards granted
Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2025
| Officer | Award | Grant date | Threshold units | Target units | Units granted | Maximum units | Exercise price | Grant date fair value |
|---|---|---|---|---|---|---|---|---|
| Douglas Kramer | OPTION | ◇ | — | — | ◇ | — | ◇ | ◇ |
| Matthew Prince | PSU | ◇ | — | ◇ | ◇ | ◇ | — | ◇ |
| Matthew Prince | OPTION | ◇ | — | — | — | — | ◇ | ◇ |
| Michelle Zatlyn | OPTION | ◇ | — | — | — | — | ◇ | ◇ |
| Michelle Zatlyn | PSU | ◇ | — | ◇ | ◇ | ◇ | — | ◇ |
| Thomas Seifert | OPTION | ◇ | — | — | ◇ | — | ◇ | ◇ |
Fiscal 2022, 2023, 2024 are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.
Outstanding awards
Awards still held at fiscal year end.
As disclosed at fiscal 2025 year end
| Officer | Award | Unvested units | Market value of unvested units | Exercise price | Expires |
|---|---|---|---|---|---|
| Matthew Prince | RSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — | |
| Douglas Kramer | RSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — | |
| Option | ◇ | — | ◇ | 2/13/2032 | |
| RSU | ◇ | ◇ | — | — | |
| Option | ◇ | — | ◇ | 7/25/2027 | |
| Thomas Seifert | RSU | ◇ | ◇ | — | — |
| Option | ◇ | — | ◇ | 7/25/2027 | |
| Option | ◇ | — | ◇ | 2/13/2032 | |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — | |
| Michelle Zatlyn | Option | ◇ | — | ◇ | 8/7/2027 |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — | |
| RSU | ◇ | ◇ | — | — |
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.
Director compensation
What each non-employee director was paid.
Fiscal 2025
| Director | Fees earned in cash | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|
Carl Ledbetter | ◇ | ◇ | — | — | — | — | ◇ |
Mark Hawkins | ◇ | ◇ | — | — | — | — | ◇ |
Katrin Suder | ◇ | ◇ | — | — | — | — | ◇ |
Maria Eitel | ◇ | ◇ | — | — | — | — | ◇ |
Scott Sandell Lead independent director | ◇ | ◇ | — | — | — | — | ◇ |
Mark Anderson | ◇ | — | — | — | — | — | ◇ |
Karim Lakhani, Matthew Prince, Stacey Cunningham, Michelle Zatlyn and John Graham-Cumming served on the board in fiscal 2025 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
Earlier years are included in the PDF.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.
Director fee schedule
The standing retainers and premiums the board pays, as published.
| Board cash retainer | ◇ |
| Audit committee chair | ◇ |
| Audit committee member | ◇ |
| Compensation committee chair | ◇ |
| Compensation committee member | ◇ |
| Nominating and governance chair | ◇ |
| Nominating and governance member | ◇ |
Disclosed peer group
The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2025
- BILL Holdings BILL
- CrowdStrike Holdings CRWD
- Datadog DDOG
- DocuSign DOCU
- Dynatrace DT
- Elastic N.V. ESTC
- HubSpot HUBS
- MongoDB MDB
- Okta OKTA
- Palantir Technologies PLTR
- Paycom Software PAYC
- Paylocity Holding PCTY
- Samsara IOT
- Snowflake SNOW
- The Trade Desk TTD
- Twilio TWLO
- UiPath PATH
- Unity Software U
- Zscaler ZS
2025 Compensation Peer Group (used for second half 2025 and 2026 decisions)
- Atlassian TEAM
- Fortinet FTNT
Say-on-pay history
Shareholder support for the compensation program, by year.
| Year | Meeting | Support | Votes for | Votes against | Abstentions |
|---|---|---|---|---|---|
| 2025 | June 30, 2026 | = | ◇ | ◇ | ◇ |
| 2024 | June 5, 2025 | = | ◇ | ◇ | ◇ |
| 2023 | June 4, 2024 | = | ◇ | ◇ | ◇ |
| 2022 | June 1, 2023 | = | ◇ | ◇ | ◇ |
| 2021 | June 2, 2022 | = | ◇ | ◇ | ◇ |
| 2020 | June 3, 2021 | = | ◇ | ◇ | ◇ |
Chief executive pay ratio
As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇
What this page does not include
Everything above is a fact Cloudflare disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Cloudflare sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
Executive Compensation Report — $1,500Written compensation analysis
A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
Executive Compensation Report — $1,500Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $1,200Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
Velarion IntelligenceAdviser switching and vote outcomes
Two datasets covering compensation-adviser changes and what followed a contested vote. Both are part of the Velarion platform.
Enquire about accessMultiple companies at once
Cross-company views, cohort screens, and data export across the industries we cover. This page is one company; the platform is all of them.
Velarion IntelligenceCitations
Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
169 figures on this page: 163 cited to the filing that reported them, 6 calculated from figures it prints.
163 cited to the filing
6 calculated from the filing
Documents cited
- 0001477333-26-000042Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001193125-26-2638092025 Summary Compensation Table · CEO Pay Ratio · Director Compensation · Outstanding Equity Awards at Fiscal 2025 Year-End · and 2 more sections
- 0001477333-25-000096Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001477333-25-0000652024 Summary Compensation Table · Director Compensation
- 0001477333-24-000056Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001477333-24-0000362023 Summary Compensation Table
- 0001477333-23-000048Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001477333-23-0000332022 Summary Compensation Table
- 0001477333-22-000039Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001477333-21-000029Item 5.07 Submission of Matters to a Vote of Security Holders
Cite this data
This page is free to cite. Attribution we ask for:
Velarion, “Cloudflare executive compensation, FY2022–FY2025.” https://intel.velarion.ai/comp/NET (accessed 2026).
Short form: data: Velarion
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Tech — Software rankings
Peers Cloudflare discloses
The companies named in NET's own disclosed peer group.
Terms on this page
Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
author = {{Velarion Company Intelligence}},
title = {Velarion database: executive and board compensation data},
year = {2026},
version = {2026Q3},
doi = {10.5281/zenodo.22283854},
publisher = {Zenodo},
url = {https://doi.org/10.5281/zenodo.22283854}
}