Fortinet, Inc. DEF 14AProxy Statements

Corporate Governance

CORPORATE GOVERNANCE 22 Corporate Governance Guidelines 22 Code of Business Conduct and Ethics 22 Human Capital Management 22 Majority Voting Standard for Director Elections and Director Resignation Policy 22 Director Independence 23 Board Meetings and Committees 23 Human Resources Committee Interlocks and Insider Participation 25 Anti-Hedging and Anti-Pledging Policy 26 Board Leadership Structure 26 Board of Directors’ Role in Risk Oversight 27 Cybersecurity Risk Oversight 28 Management Succession Planning 30 Oversight of Corporate Strategy 30 Process for Recommending Candidates for Election to the Board of Directors 30 Proxy Access 31 Attendance at Annual Meetings of Stockholders by the Board of Directors 32 Contacting the Board of Directors 32 EXECUTIVE OFFICERS 33 EXECUTIVE COMPENSATION 34 Compensation Discussion and Analysis 34 2025 Summary Compensation Table 46 Grants of Plan-Based Awards in 2025 Table 47 Outstanding Equity Awards at 2025 Fiscal Year-End Table 48 2025 Option Exercises and Stock Vested Table 49 Potential Payments Upon Termination or Change of Control 49 Pay Versus Performance 53 CEO Pay Ratio Disclosure 57 Compensation of Directors 58 Equity Compensation Plan Information 61 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 62 Related-Person Transactions 62 Review of Related-Person Transactions 62 DELINQUENT SECTION 16(A) REPORTS 63 OWNERSHIP OF SECURITIES 64 AUDIT COMMITTEE REPORT 66 OTHER MATTERS 67 Forward-Looking Statements This Proxy Statement includes forward -looking statements. These statements are not historical facts and are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward -looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10 -K for the year ended December 31, 2025. ii Table of Contents PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement fo