Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.94M
2: EX-10.10 Material Contract HTML 36K
3: EX-21.1 Subsidiaries List HTML 32K
4: EX-23.1 Consent of Expert or Counsel HTML 28K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 48K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
15: R1 Cover HTML 95K
16: R2 Audit Information HTML 34K
17: R3 Consolidated Balance Sheets HTML 142K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 52K
19: R5 Consolidated Statements of Operations HTML 110K
20: R6 Consolidated Statements of Comprehensive Income HTML 55K
21: R7 Consolidated Statements of Cash Flows HTML 126K
22: R8 Consolidated Statements of Stockholders' Equity HTML 96K
23: R9 The Company and Summary of Significant Accounting HTML 79K
Policies
24: R10 Fair Value of Financial Instruments HTML 214K
25: R11 Accumulated Other Comprehensive Income (Loss) HTML 74K
26: R12 Property and Equipment, Net HTML 44K
27: R13 Revenue from Contracts With Customers HTML 58K
28: R14 Acquisitions HTML 33K
29: R15 Intangible Assets, Net HTML 66K
30: R16 Leases HTML 69K
31: R17 Commitment and Contingencies HTML 39K
32: R18 Stockholders' Equity and Stock-based Compensation HTML 117K
33: R19 Employee Benefit Plan HTML 33K
34: R20 Income Taxes HTML 118K
35: R21 Segment and Geographic Area Information HTML 50K
36: R22 Net Income Per Share HTML 57K
37: R23 Pay vs Performance Disclosure HTML 41K
38: R24 Insider Trading Arrangements HTML 48K
39: R25 The Company and Summary of Significant Accounting HTML 133K
Policies (Policies)
40: R26 Fair Value of Financial Instruments (Tables) HTML 215K
41: R27 Accumulated Other Comprehensive Income (Loss) HTML 76K
(Tables)
42: R28 Property and Equipment, Net (Tables) HTML 41K
43: R29 Revenue from Contracts With Customers (Tables) HTML 53K
44: R30 Intangible Assets, Net (Tables) HTML 101K
45: R31 Leases (Tables) HTML 52K
46: R32 Commitment and Contingencies (Tables) HTML 34K
47: R33 Stockholders' Equity and Stock-based Compensation HTML 100K
(Tables)
48: R34 Income Taxes (Tables) HTML 117K
49: R35 Segment and Geographic Area Information (Tables) HTML 46K
50: R36 Net Income Per Share (Tables) HTML 59K
51: R37 The Company and Summary of Significant Accounting HTML 72K
Policies - Narrative (Details)
52: R38 Fair Value of Financial Instruments - Fair Value HTML 65K
Hierarchy (Details)
53: R39 Fair Value of Financial Instruments - Cash and HTML 81K
Cash Equivalents (Details)
54: R40 Fair Value of Financial Instruments - Summary of HTML 71K
Securities in Unrealized Loss Positions (Details)
55: R41 Fair Value of Financial Instruments - Summary of HTML 57K
the Fair Value of Marketable Securities (Details)
56: R42 Fair Value of Financial Instruments - Narrative HTML 44K
(Details)
57: R43 Fair Value of Financial Instruments - Summary of HTML 37K
Derivative Financial Instruments (Details)
58: R44 Fair Value of Financial Instruments - Amounts HTML 37K
Recognized In Statement of Operations (Details)
59: R45 Accumulated Other Comprehensive Income (Loss) - HTML 57K
Accumulated Other Comprehensive Income (Loss)
(Details)
60: R46 Accumulated Other Comprehensive Income (Loss) - HTML 71K
Amounts Reclassified from AOCI (Details)
61: R47 Property and Equipment, Net - Schedule of Property HTML 48K
and Equipment, Net (Details)
62: R48 Property and Equipment, Net - Narrative (Details) HTML 39K
63: R49 Revenue from Contracts With Customers - Narrative HTML 37K
(Details)
64: R50 Revenue from Contracts with Customers - Expected HTML 48K
Revenue from All Remaining Performance Obligations
(Details)
65: R51 Revenue from Contracts With Customers - Revenue by HTML 39K
Sales Channel (Details)
66: R52 Revenue from Contracts With Customers - HTML 33K
Capitalized Cost to Obtain Contracts, Current and
Noncurrent (Details)
67: R53 Acquisitions (Details) HTML 61K
68: R54 Intangible Assets, Net - Carrying Value of HTML 55K
Intangible Assets (Details)
69: R55 Intangible Assets, Net (Details) HTML 31K
70: R56 Intangible Assets, Net - Expected Amortization HTML 40K
Expense in Future Periods (Details)
71: R57 Leases - Narrative (Details) HTML 30K
72: R58 Leases - Supplemental Cash Flow Information HTML 33K
(Details)
73: R59 Leases - Weighted Average Remaining Lease Term and HTML 33K
Weighted Average Discount Rate (Details)
74: R60 Leases - Minimum Annual Lease Payments (Details) HTML 49K
75: R61 Commitment and Contingencies - Remaining Purchase HTML 38K
Commitments (Details)
76: R62 Stockholders' Equity and Stock-based Compensation HTML 39K
- Preferred Stock (Details)
77: R63 Stockholders' Equity and Stock-based Compensation HTML 73K
- Equity Incentive Plan (Details)
78: R64 Stockholders' Equity and Stock-based Compensation HTML 49K
- Summary of Stock-based Compensation Expense
(Details)
79: R65 Stockholders' Equity and Stock-based Compensation HTML 60K
- Stock-based Compensation (Details)
80: R66 Stockholders' Equity and Stock-based Compensation HTML 137K
- Performance-Based Stock Options and Restricted
Stock Units (Details)
81: R67 Stockholders' Equity and Stock-based Compensation HTML 54K
- Fair Value Assumptions, Stock Options (Details)
82: R68 Stockholders' Equity and Stock-based Compensation HTML 83K
- Share-based Compensation and Stock Options
Activity (Details)
83: R69 Stockholders' Equity and Stock-based Compensation HTML 80K
- Summary of Restricted Stock Unit Activity
(Details)
84: R70 Stockholders' Equity and Stock-based Compensation HTML 45K
- Narrative (Details)
85: R71 Stockholders' Equity and Stock-based Compensation HTML 56K
- Employee Stock Purchase Plan, Valuation
Assumptions (Details)
86: R72 Stockholders' Equity and Stock-based Compensation HTML 31K
- Schedule of Repurchase Agreements (Details)
87: R73 Stockholders' Equity and Stock-based Compensation HTML 54K
- Share Repurchase Program (Details)
88: R74 Employee Benefit Plan (Details) HTML 32K
89: R75 Income Taxes - Schedule of Income before Income HTML 38K
Tax, Domestic and Foreign (Details)
90: R76 Income Taxes - Schedule of Components of Income HTML 57K
Tax Expense (Benefit) (Details)
91: R77 Income Taxes - Schedule of Effective Income Tax HTML 54K
Rate Reconciliation (Details)
92: R78 Income Taxes - Schedule of Deferred Tax Assets and HTML 67K
Liabilities (Details)
93: R79 Income Taxes - Narrative (Details) HTML 39K
94: R80 Income Taxes - Schedule of Unrecognized Tax HTML 41K
Benefits Roll Forward (Details)
95: R81 Segment and Geographic Area Information - HTML 33K
Narrative (Details)
96: R82 Segment and Geographic Area Information - Revenue HTML 45K
and Property and Equipment, Net by Geographic Area
(Details)
97: R83 Net Income Per Share - Basic and Diluted Net HTML 72K
Income Per Share (Details)
98: R84 Net Income Per Share - Anti-dilutive Net Income HTML 39K
Per Share (Details)
100: XML IDEA XML File -- Filing Summary XML 186K
103: XML XBRL Instance -- qlys-20231231_htm XML 2.44M
99: EXCEL IDEA Workbook of Financial Report Info XLSX 195K
11: EX-101.CAL XBRL Calculations -- qlys-20231231_cal XML 281K
12: EX-101.DEF XBRL Definitions -- qlys-20231231_def XML 589K
13: EX-101.LAB XBRL Labels -- qlys-20231231_lab XML 2.13M
14: EX-101.PRE XBRL Presentations -- qlys-20231231_pre XML 1.25M
10: EX-101.SCH XBRL Schema -- qlys-20231231 XSD 174K
101: JSON XBRL Instance as JSON Data -- MetaLinks 590± 905K
102: ZIP XBRL Zipped Folder -- 0001107843-24-000008-xbrl Zip 891K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Qualys, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation
Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable laws by providing rules relating to the reasonably prompt recovery of certain compensation received by Covered Executives in the event of an Accounting Restatement. The application of the Policy to Covered Executives is not discretionary, except to the limited extent provided below, and applies without regard to whether a Covered Executive was at fault. Capitalized terms used in the Policy are defined below, and the definitions have substantive impact on its application so reviewing them carefully is important to your understanding.
The Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Securities Exchange
Act of 1934 (the “Exchange Act”), with Exchange Act Rule 10D-1 and with the listing standards of the national securities exchange (the “Exchange”) on which the securities of the Company are listed, including any official interpretive guidance.
Persons Covered by the Policy
The Policy is binding and enforceable against all “Covered Executives.” A Covered Executive is each individual who is or was ever designated as an “officer” by the Board in accordance with Exchange Act Rule 16a-1(f) (a “Section 16 Officer”). The Committee may (but is not obligated to) request or
require a Covered Executive to sign and return to the Company an acknowledgement that such Covered Executive will be bound by the terms and comply with the Policy. The Policy is binding on each Covered Executive whether or not the Covered Executive signs and/or returns any acknowledgment.
Administration of the Policy
The Compensation and Talent Committee (the “Committee”) of the Board has full delegated authority to administer the Policy. The Committee is authorized to interpret and construe the Policy and to make all determinations necessary, appropriate, or advisable for the administration of the Policy. In addition, if determined in the discretion of the Board, the Policy may be administered by the independent members of the Board or another committee
of the Board made up of independent members of the Board, in which case all references to the Committee will be deemed to refer to the independent members of the Board or the other Board committee. All determinations of the Committee will be final and binding and will be given the maximum deference permitted by law.
Accounting Restatements Requiring Application of the Policy
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements,
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), then the Committee must determine the Excess Compensation, if any, that must be recovered. The Company’s obligation to recover Excess Compensation is not dependent on if or when restated financial statements are filed.
Compensation Covered by the Policy
The Policy applies to certain Incentive-Based Compensation (certain terms used in this Section are defined below) that is Received on or after October 2, 2023 (the “Effective
Date”), during the Covered Period while the Company has a class of securities listed on a national securities exchange. Such Incentive-Based Compensation is considered “Clawback Eligible Incentive-Based Compensation” if the Incentive-Based Compensation is Received by a person after such person became a Section 16 Officer and the person served as a Section 16 Officer at any time during the
performance period for the Incentive-Based Compensation. “Excess Compensation” means the amount of Clawback Eligible Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been Received had such Clawback Eligible Incentive-Based
Compensation been determined based on the restated amounts. Excess Compensation must be computed without regard to any taxes paid and is referred to in the listings standards as “erroneously awarded compensation”.
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and the Company must maintain documentation of the determination of that reasonable estimate and provide that documentation to the Exchange.
“Incentive-Based
Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, no compensation that is potentially subject to recovery under the Policy will be earned until the Company’s right to recover under the Policy has lapsed.
“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need
not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
Incentive-Based Compensation is “Received” under the Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment, vesting, settlement or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, the Policy does not apply to Incentive-Based Compensation for which the Financial Reporting Measure is attained prior to the Effective Date.
“Covered Period” means the three completed fiscal years immediately preceding the Accounting Restatement
Determination Date. In addition, Covered Period can include certain transition periods resulting from a change in the Company’s fiscal year.
“Accounting Restatement Determination Date” means the earliest to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the
Company to prepare an Accounting Restatement.
Repayment of Excess Compensation
The Company must recover Excess Compensation reasonably promptly and Covered Executives are required to repay Excess Compensation to the Company. Subject to applicable law, the Company may recover Excess Compensation by requiring the Covered Executive to repay such amount to the Company by direct payment to the Company or such other means or combination of means as the Committee
determines to be appropriate (these determinations do not need to be identical as to each Covered Executive). These means include (but are not limited to):
a.requiring reimbursement of cash Incentive-Based Compensation previously paid;
b.seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards (including, but not limited to, time-based vesting awards), without regard to whether such awards are Incentive-Based Compensation or vest based on the achievement of performance goals;
c.offsetting the amount to be recovered from any unpaid or future compensation to be paid by the Company or any affiliate of the
Company to the Covered Executive, including (but not limited to) payments of severance that might otherwise be due in connection with a Covered Executive’s termination of employment and without regard to whether such amounts are Incentive-Based Compensation;
d.cancelling outstanding vested or unvested equity awards (including, but not limited to, time-based vesting awards), without regard to whether such awards are Incentive-Based Compensation; and/or
e.taking any other remedial and recovery action permitted by law, as determined by the Committee.
The repayment of Excess Compensation must be made by a Covered Executive notwithstanding any Covered Executive’s belief (whether or not legitimate) that the Excess Compensation had been previously earned under applicable law and therefore is not
subject to clawback.
In addition to its rights to recovery under the Policy, the Company or any affiliate of the Company may take any legal actions it determines appropriate to enforce a Covered Executive’s obligations to the Company or to discipline a Covered Executive. Failure of a Covered Executive to comply with their obligations under the Policy may result in (without limitation) termination of that Covered Executive’s employment, institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities or change in role. The decision to take any actions described in the preceding sentence will
not be subject to the approval of the Committee and can be made by the Board, any committee of the Board, or any duly authorized officer of the Company or of any applicable affiliate of the Company. For avoidance of doubt, any decisions of the Company or the Covered Executive’s employer to discipline a Covered Executive or terminate the employment of a Covered Executive are independent of determinations under this Policy. For example, if a Covered Executive was involved in activities that led to an Accounting Restatement, the Company’s decision as to whether to not to terminate such Covered Executive’s employment would be made
under its employment arrangements with such Covered Executive and the requirement to apply this no-fault and non-discretionary clawback policy will not be determinative of whether any such termination is for cause, although failure to comply with the Policy might be something that could result in a termination for cause depending on the terms of such arrangements.
Limited Exceptions to the Policy
The Company must recover the Excess Compensation in accordance with the Policy except to the limited extent that any of the conditions set forth below is met, and the Committee determines that recovery of the Excess Compensation would be impracticable:
a.The direct expense paid to a third party to assist in enforcing the Policy would exceed
the amount to be recovered. Before reaching this conclusion, the Company must make a reasonable attempt to recover such Excess Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or
b.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the legal requirements as such.
Other Important Information in the Policy
The Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the
Company’s Chief Executive Officer and Chief Financial Officer, as well as any other applicable laws, regulatory requirements, rules, or pursuant to the terms of any existing Company policy or agreement providing for the recovery of compensation.
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s bylaws), any corporate policy or any contract (including, but not limited to, any indemnification agreement), neither the Company
nor any affiliate of the Company will indemnify or provide advancement for any Covered Executive against any loss of Excess Compensation. Neither the Company nor any affiliate of the Company will pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations. In the event that the Company is required to recover Excess Compensation pursuant to the Policy from a Covered Executive who is no longer an employee, the Company will be entitled to seek recovery in order to comply with applicable law, regardless
of the terms of any release of claims or separation agreement that individual may have signed.
The Committee or Board may review and modify the Policy from time to time.
If any provision of the Policy or the application of any such provision to any Covered Executive is adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other
provisions of the Policy or the application of such provision to another Covered Executive, and the invalid, illegal or unenforceable provisions will be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
The Policy will terminate and no longer be enforceable when the
Company ceases to be a listed issuer within the meaning of Section 10D of the Exchange Act.
ACKNOWLEDGEMENT
•I acknowledge that I have received and read the Compensation Recovery Policy (the “Policy”) of Qualys, Inc. (the “Company”).
•I understand and acknowledge that the Policy applies to me, and all of my beneficiaries, heirs, executors, administrators or other legal representatives and that the Company’s right to recovery in order to comply with applicable law will apply, regardless of the terms of any release of claims or separation agreement I have signed or will sign in the future.
•I
agree to be bound by and to comply with the Policy and understand that determinations of the Committee (as such term is used in the Policy) will be final and binding and will be given the maximum deference permitted by law.
•I understand and agree that my current indemnification rights, whether in an individual agreement or the Company’s organizational documents, exclude the right to be indemnified for amounts required to be recovered under the Policy.
•I understand that my failure to comply in all respects with the Policy is a basis for termination of my employment with the Company and any affiliate of the
Company as well as any other appropriate discipline.
•I understand that neither the Policy, nor the application of the Policy to me, gives rise to a resignation for good reason (or similar concept) by me under any applicable employment agreement or arrangement.
•I acknowledge that if I have questions concerning the meaning or application of the Policy, it is my responsibility to seek guidance from the Chief Legal Officer or my own personal advisors.
•I acknowledge that neither this Acknowledgement nor the Policy is meant to constitute an employment contract.
Please review, sign and return this form to Human Resources.
Covered
Executive
(print name)
(signature)
(date)
Dates Referenced Herein and Documents Incorporated by Reference