Citrix Systems Annual Report 2019

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FY2019 Annual Report · Citrix Systems

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2019 Annual Report

Notice of

2020 Annual Meeting
of Shareholders and
Proxy Statement

Annual Report 2019 Citrix Systems, Inc.

FINANCIAL HIGHLIGHTS

All financial data has been adjusted to reflect continuing operations.

Year ended December 31

(In thousands, except per share data)

2019

2018

2017

Revenues:

Subscription

Product and license

Support and services

Total net revenues

Cost of net revenues

Gross margin

Operating expenses

650,810

455,276

314,735

583,474

734,495

766,777

1,776,280

1,784,132

1,743,174

3,010,564

2,973,903

2,824,686

464,047

433,803

439,646

2,546,517

2,540,100

2,385,040

2,010,399

1,862,140

1,814,043

Income from continuing operations

536,118

677,960

570,997

Other expense, net

(26,618)

(48,505)

(20,651)

Income from continuing operations before income taxes

509,500

629,455

550,346

Income tax (benefit) expense

(172,313)

53,788

528,361

Income from continuing operations

681,813

575,667

21,985

Loss from discontinued operations, net of income tax

(42,704)

Net income (loss)

681,813

575,667

(20,719)

Income per share from continuing operations—diluted

Loss per share from discontinued operations—diluted

Net earnings (loss) per share—diluted

5.03

3.94

0.14

(0.27)

(0.13)

Weighted average shares outstanding—diluted

135,495

145,934

155,503

In 2019, Citrix subscription
revenue grew by

43%

Revenue
(millions)

SaaS Revenue
(millions)

$3,011

$2,974

$391

$274

$176

$2,825

Annualized Recurring
Revenue*
(millions)

SaaS
Subscription

$743

$528

$520

$350

Subscription Bookings Mix

62%

42%

28%

2017

2018

2019

2017

2018

2019

2018

2019

2017

2018

2019

*Annualized Recurring Revenue, or ARR, is an operating metric that represents the contracted recurring value of all termed subscriptions normalized to a one-year period. It is calculated
at the end of a reporting period by taking each contract’s recurring total contract value and dividing by the length of the contract. ARR includes only active contractually committed, fixed
subscription fees. All contracts are annualized, including 30 day offerings where we take monthly recurring revenue multiplied by 12 to annualize. ARR should be viewed independently
of U.S. GAAP revenue, deferred revenue and unbilled revenue and is not intended to be combined with or to replace those items. ARR is not a forecast of future revenue.

To Our Stakeholders:

Annual Report 2019 Citrix Systems, Inc.

David J. Henshall
President and CEO

At Citrix, it has long been our mission to power a better way to work. Our
solutions empower employees throughout an organization to do their very
best work—securely and efficiently, on any device, across any network,
anywhere in the world. This value proposition, along with an elegant user
interface that simplifies the complexity created by the proliferation of
applications running across diverse networks, continues to resonate with
large enterprise customers globally.

Today, we are seeing expansion of the use cases and drivers of adoption of
our technology. In addition to the enhanced security, increased productivity,
and improved employee experience and engagement that our solutions
provide, many of our customers are beginning to appreciate how Citrix
Workspace makes their businesses more resilient and sustainable. Security,
risk management, environmental sustainability, employee experience and
workforce diversity have all become standard boardroom discussion topics,
and we believe Citrix can be part of the solution to address each of these
business challenges.

• Risk mitigation and business continuity. When it comes to risk—from
regional disturbances created by severe weather patterns to global
pandemics—our solutions can help our customers’ employees maintain
productivity and business continuity, regardless of where they are
working. COVID-19 has stressed every facet of business, society, and
our institutions. In this time of crisis, the mission critical value of our
solutions has become apparent. Our teams worked around the clock to
enable customers to expand access to our technology, and manage their
businesses during this challenging time. We are proud to have helped
customers around the world, including many providers of essential
services transition to accommodate social distancing guidelines.

• Reducing greenhouse gas emissions. Citrix Workspace eliminates the

need for applications and data to reside on end point devices. This means
that customers can transition away from more energy intensive desktops
with large screen displays and high-performance processors towards
more energy efficient laptops and thin client devices. And because no
data is required to live on these devices, it can extend the useful life of
an individual device by up to 40 percent. This can significantly improve
the energy efficiency of organizations. Longer-term, Citrix Workspace,
combined with flexible remote work policies, can drive down corporate
office space needs and reduce employee commuting, which further
reduces a company’s carbon footprint.

Annual Report 2019 Citrix Systems, Inc.

TOTAL 2019 REVENUE
IN BILLIONS

$3.01

SAAS PORTION OF TOTAL
SUBSCRIPTION REVENUE

60%

SUBSCRIPTION PORTION
OF TOTAL PRODUCT
BOOKINGS

62%

TOTAL SUBSCRIPTION
ANNUALIZED RECURRING
REVENUE IN MILLIONS

$743

• Boosting employee experience and increasing workforce diversity.

Companies struggle to attract and retain the very best talent. For most,
it is even harder to attract and retain talent at a rate that will improve
the overall diversity of their employee base and their leadership. Citrix
Workspace helps customers expand their aperture in terms of geography,
ability, and work style, which can promote a richer mix of talent, no
matter where they reside. At the same time, it helps simplify the
complexity problem created by the proliferation of applications, which
can significantly improve employee experience, helping to drive employee
retention. In fact, a Citrix study conducted by Quartz found that 90 percent
of employees felt that access to good workplace technology, like Citrix
Workspace, enabled productivity, innovation and creativity.

As a trusted technology partner with hundreds of thousands of customers
globally, spanning nearly every industry around the world, we believe we
have a meaningful opportunity to help our customers decrease greenhouse
gas emissions and positively impact the livelihood and living conditions of
people around the world. Our technology enables opportunity and supports
sustainability—both of which are powerful and motivating.

Like many of our customers, we too are committed to decreasing our
environmental footprint and improving our Environmental, Social, and
Governance (ESG) related disclosures. For years, we have supported
corporate citizenship initiatives, instituted policies and structures to
promote diversity, inclusion, and belonging, and studied gender pay-equity
across our organization. In 2020, we are committing to greater transparency
in areas where we have systems and processes that can provide data for
external disclosure. We are currently assessing system requirements and
enhancing processes so that we can become more holistically transparent
with regard to ESG-related disclosures.

Business Transformation

Over the past few years, we have been transforming Citrix in three distinct
and interrelated ways. Our first transformation has been to evolve our
product and marketing strategy from providing individual point solutions
to a more platform-based approach. This enables us to more effectively
address customer challenges today and should better enable us to
monetize the value of the solutions we are providing over time. Our second
transformation has been shifting from a thirty-year-old on-premises license
software business to a cloud-first model. This transition started with
development, where we have prioritized investment to develop compelling
innovation within our cloud offerings. Our goal is to create greater
differentiation that will drive new seat growth and eventually the migration
of our existing installed base to our cloud offerings. Our third transformation
ties the first and the second to the financial model, moving from the
traditional perpetual license and maintenance model to a subscription model.

Annual Report 2019 Citrix Systems, Inc.

Our subscription revenue is comprised of three components: SaaS (which
accounted for 60 percent of our subscription business in 2019), on-premise
term (which essentially serves as a bridge for on-premise customers who
are not yet ready to adopt our cloud-based solutions), and our consumption-
based business that is delivered via Citrix Service Providers (or CSPs). In
2019, subscription bookings as a percentage of total product bookings
increased to 62 percent, up from 42 percent in 2018.

This business model transition affects all three of our financial statements.
On the income statement, there is a headwind to reported revenue as a
greater portion of bookings is recognized in future periods. As a result,
operating margin and earnings are similarly muted. On the balance sheet,
deferred revenue is impacted by the business model transition as a
decreasing amount of initial maintenance is recognized, commensurate with
fewer perpetual licenses sold. Meanwhile, more contract value accumulates
off of the balance sheet in “unbilled revenue1” which represents the portion
of bookings that have neither been recognized for revenue nor billed. On the
cash flow statement, where we have historically collected cash for the entire
value of a license and maintenance contract up-front, we are now billing
more of our customers annually for SaaS agreements. As a result, more of
our cash from operations is expected to be collected over the length of the
contract rather than the entire value of the contract collected up front.

The subscription model transition has had a notable impact on our financials,
and the timing and magnitude of impact has been difficult to predict. In
the second quarter of 2019, the new product bookings mix shifted more
dramatically towards subscription than we had forecasted, which created
a larger-than-predicted headwind to our recognized revenue, margin, and
earnings for the quarter and for the full year. The consequence of a richer
mix of subscription relative to perpetual new product bookings has been
considerable. Looking ahead, the mix within subscription, namely the mix
between SaaS and on-premise term, is difficult to predict and may create
some variability relative to our expected reported results.

In 2019, we introduced what we believe is the most helpful key performance
indicator, or KPI, to measure our performance in any given period. ARR—or
annualized recurring revenue2—is an operating metric that represents the
contracted recurring value of all termed subscriptions normalized to a
one-year period. It is calculated at the end of a reporting period by taking
each contract’s recurring total contract value and dividing by the length
of the contract. Since this metric is not impacted by the timing of revenue

1. Unbilled Revenue primarily represents contractually committed future billings under our subscription agreements that have

not been invoiced and, accordingly, are not recorded in accounts receivable or deferred revenue within our consolidated financial
statements.

2. Annualized Recurring Revenue, or ARR, is an operating metric that represents the contracted recurring value of all termed
subscriptions normalized to a one-year period. It is calculated at the end of a reporting period by taking each contract’s
recurring total contract value and dividing by the length of the contract. ARR includes only active contractually committed,
fixed subscription fees. All contracts are annualized, including 30 day offerings where we take monthly recurring revenue
multiplied by 12 to annualize. ARR should be viewed independently of U.S. GAAP revenue, deferred revenue and unbilled
revenue and is not intended to be combined with or to replace those items. ARR is not a forecast of future revenue.

Annual Report 2019 Citrix Systems, Inc.

recognition and it is normalized for contract duration, we believe this is the
best way for us to manage our business and it is the best metric for external
stakeholders to measure our performance.

We ended 2019 with Subscription ARR of $743 million, up 41 percent
year-over-year. Within Subscription ARR, SaaS ARR ended the year at $520
million, up 49 percent year-over-year.

Long-Term Strategy

With our historical strength in the desktop and application virtualization
market, we estimate that we have penetrated nearly 30 percent of the seats
in our installed base. We believe that secular drivers, including the ever-
increasing importance of security, employee experience and productivity,
environmental impact, recruiting and retaining diverse talent, and now
business continuity, all create longer-term tailwinds for Citrix. We believe
that these tailwinds combined with our product innovations provide us
with an opportunity to extend our footprint within our customer base well
beyond our current penetration rate. As this penetration rate rises, we
expect to have opportunities to continue to deliver additional value and
monetize the value we provide to this growing set of users.

Today, our strategy is focused in and around Workspace with Networking as
the way to optimize delivery of the Workspace to customers. We believe our
investments in innovation and our commitment to customer success will
continue to drive the desired outcomes for our customers and for our long-
term shareholders.

On behalf of the Board and our employees, we thank you for your continued
interest in Citrix.

David J. Henshall
President and CEO

Citrix—Part of the Solution

Annual Report 2019 Citrix Systems, Inc.

What matters most? The answer depends on who you ask. For some, it
might be finding more time to spend with loved ones, pursuing interests, or
gaining life enriching experiences. For others, it may be to reduce our impact
on the environment or to contribute to the betterment of society. Currently,
the importance of protecting our families, those in the most vulnerable
populations, and our broader communities has taken center stage.

The social, psychological, and economic impacts of COVID-19 are likely
changing the ways in which we will live and work in the foreseeable future.
It is in these challenging times that the culture and resilience of Citrix shines
and the value of our solutions come into focus. During the early stages of
the pandemic, business continuity quickly shot to the top of IT priority lists.
Our teams worked day and night to meet the demands of our customers.
Our solutions enable secure, remote work across any network, anywhere
in the world. So, employees can be as productive at home as they are in the
office.

Through this crisis, we are helping customers deploy our technology to
enable mobile workers in some of the most critical areas—in hospitals to
support the surge in usage, in universities so they can continue to educate,
in global financial institutions to continue to support the broader economy,
and in governments to help lawmakers guide their constituents.

Product and engineering teams can collaborate. Sales and account
management teams can connect and service their customers. And finance,
legal, and human resources groups can support the business all from their
respective home offices, spare bedrooms, living rooms, and kitchen tables.
This means people can better manage the added stress in their lives, such
as those now trying to facilitate their children’s distance learning programs
when schools are closed while fulfilling their professional obligations. Our
solutions are helping employees balance their myriad of professional and
personal commitments.

There are few things more motivating than knowing that the work we are
doing matters. This global pandemic has recast the ability to work remotely.
What was once perceived as a requirement for a subset of an employee
base is now a mission critical enabler of business continuity in the near-term
and risk mitigation in the long-term.

Annual Report 2019 Citrix Systems, Inc.

Citrix—Supporting UN Sustainable Development Goals

We are proud to be part of the larger business continuity and risk mitigation
discussion now and going forward. We are equally proud to enable
customers to achieve their environmental and social responsibility
objectives and to support nine of the UN Sustainable Development Goals.

Citrix Workspace can help decrease negative environmental impact in the
following ways:

• Enables the use of more energy efficient thin clients. When

organizations deploy Citrix Workspace and manage client devices to
optimize for energy efficiency, they can, depending on the size of their
employee base, dramatically decrease the greenhouse gas emissions
(GHG) associated with client computing. For example, a desktop uses an
average of 200 W/hour when in use. So, a computer that is on for eight
hours a day uses almost 600 kWh and emits 175 kg of CO2 per year. This
compares to a laptop that uses between 50 and 100 W/hour or uses 150
to 300 kWh and emits between 44 and 88 kg of CO2 per year.1 Some of
the most efficient thin clients, like Chromebooks, use ~20 W/hour.2 In
other words, Workspace makes it possible to reduce GHG emissions from
employee computing considerably, assuming a fully equipped desktop
deployment as a starting point.

• Provides workforce mobility and decreases transportation related

GHG emissions. The ability for employees to work on any device, on any
network, anywhere when paired with a supportive work from home
policy decreases reliance on fossil fuels, lessens the burden of traffic, and
decreases GHG emissions. To illustrate, emissions from transportation
account for 14 percent of global GHG and 30 percent of GHG in the
United States. In the U.S., transportation is the largest contributor to
GHG emissions with 70 percent of Americans getting to work by
private car. Work from home employees in the U.S. avoid emitting 3.6M
tons of commuting related GHGs, which is the equivalent of 91 million
trees planted.

1. https://www.energuide.be/en/questions-answers/how-much-power-does-a-computer-use-and-how-much-co2-does-that-

represent/54/.

2. https://www.digitaltrends.com/laptop-reviews/acer-c7-chromebook-review/

Annual Report 2019 Citrix Systems, Inc.

• Re-thinking the real estate footprint. Over time, as more companies
adopt policies that encourage employees to work from home, it could
decrease physical office space requirements. In recent years, while the
global energy intensity per building has improved, the number of buildings
is increasing, up more than 2 percent annually. Without action at scale,
carbon emissions related to buildings is expected to double by 2050.

These are the ways in which our solutions help our large enterprise
customers that span every industry across the world support the UN
Sustainable Development Goals of climate action, improving life on land, and
building sustainable cities and communities.

As a company headquartered on the Florida coast, we are keenly aware of
the consequences of climate change, and we are committed to decreasing
our environmental impact. We are in the process of evaluating systems to
help us to better collect and track our environmental impact related data
and regularly report the data externally. In the meantime, we are committed
to continuing to support our ongoing efforts to decrease our carbon
footprint.

Some of things we are doing to minimize our impact on the environment
include:

• Consolidating engineering labs

• Allocating resources for automation to turn devices on and off

• Considering the environmental impact of assets in the procurement of

IT assets

• Working with green companies that ensure that IT asset components are

recycled

• Reducing and/or removing single-use plastics in our cafes and break

rooms

• Providing EV charging stations at our Fort Lauderdale, Raleigh, and Santa

Clara offices

•

Installing LED fixtures as part of our new build and construction projects

• Maximizing natural light and utilizing solar panels, LED lighting, optimizing
HVAC and lab equipment for minimal power use and utilizing photovoltaic
electricity and thermal solar when possible

• Eliminating the majority of bottled water from offices and using

biodegradable, recyclable, and/or reusable products

• Following LEED (Leadership in Energy and Environmental Design)

principles in our offices

Annual Report 2019 Citrix Systems, Inc.

Citrix Workspace can help address social and economic inequities and
support stronger, healthier communities. It enables employers around
the world, across every industry, to expand the aperture of recruiting and
retention efforts. By enabling remote work, companies can increasingly
offer employment opportunities across urban, suburban, and rural locations.
This expansion means that economic opportunities are not limited to
developed countries and can accelerate opportunities in developing regions
of the world. These opportunities can reach beyond traditional talent
pools to those who may not be able to work traditional 9-to-5 jobs or may
require accommodations due to other limitations or life circumstances. The
downstream effect of this inherent broadening of economic opportunity and
improved availability of quality employment can help to decrease poverty
and hunger domestically and abroad.

At Citrix, gender and under-represented minority pay equity is a topic
we have long been working on and are committed to ensuring that there
is no gap within our own company. In 2019, we retained Affirmity to
conduct a global pay equity study to evaluate the size and/or significance of
disparities in earnings by gender globally and by ethnicity, specifically under-
represented minorities, in the United States. Base pay and total pay were
examined using the following groupings for comparison: job profile, years of
service, average performance across the last two years, location and salary
grade. Globally, a total of 156 job families were analyzed, of
which 154 job families had no statistical significance in pay differences.
Regarding data analyzed for under-represented minority groups in
the United States and gender globally, we found less than 0.5 percent
potential issues, down from 0.9 percent in the prior year. During our 2020
compensation planning cycle, potential issues were analyzed to identify
other potential explanations for disparities and all appropriate remediation
has been completed as necessary. Annually, we expect to continue to
engage an independent pay equity study firm prior to compensation
planning so that we can continue to monitor, identify root causes, and
consider appropriate remediation as necessary.

We view the importance of Diversity, Inclusion & Belonging in the same
light—our solutions create a better way to work and embrace the power
of human difference. Here at Citrix, our diverse workforce spans multiple
generations, and lives and operates in more than 40 countries. In 2019,
we launched “Cultivating a Culture of Belonging,” a learning series to
share to best practices and offer support as we champion inclusiveness
and belonging. Through this program, employees are learning how our
identities inform our perspectives and how to incorporate other points of
view. The program helps employees identify how to encourage an inclusive
work environment, how to uncover unconscious biases that can result in
prejudice and stereotypes in the workplace, and which factors contribute to

Our most recent celebration
of Black History Month
exemplifies the power
of ERGs in attracting,
retaining, and developing
under-represented
groups at Citrix. Our Black
Professionals Network was
able to engage nearly 800
attendees across ten events
and registered 30 new
members

Annual Report 2019 Citrix Systems, Inc.

successfully fostering diversity in the workplace. In 2020, we are working to
expand this training globally.

We celebrate diversity through our Employee Resource Groups (ERGs),
that support underrepresented groups of employees and build “safe
spaces” for members, educate allies, and attract and retain talent. ERGs
are an important component of our Diversity, Inclusion & Belonging
efforts, addressing topics like career development, mentoring, advocacy,
networking, and other areas of focus for ERG members. In addition, ERGs
benefit Citrix by connecting us around the globe, improving our workforce
representation, and providing awareness and feedback that make us better
as a company and a steward in the communities we serve. Citrix has the
following ERGs:

• Women’s Inspirational Network (WIN)—Women

• Pride Alliance—LGBTQ+

• Black Professionals Network (BPN)—Employees of African descent

• Latino Professionals Group (LPG)—Employees of Latino descent

• Citrix Emerge—Employees emerging in careers

• Citrix Enabled—Disabilities, neurodiversity, and mental health

• Military Veterans—Military veterans and military families

• Foster Family & Adoption Group—Support for adoption and/or fostering

children

• Parent & Caregivers—Caregivers of children and parents

• Asian and Pacific Islanders—Employees of Asian and Pacific Islander

descent

We are proud to have been named to the 2019 Disability Equality Index
(DEI)® Best Places to Work for Disability. Considerations for this include:

• Company-wide written statement of commitment to Diversity & Inclusion

specifically mentioning disability displayed on our webpage

• Senior Executive who is internally known as being a person with a

disability

• Great benefits that include an Employee Assistance Program (EAP) and
health insurance plans that offer disability and mental health benefits
above and beyond what is required by law

• Supplier diversity program specifically focused on buying from suppliers

that are owned by people with a disability or disabled veterans

• Officially recognized disability-focused Employee Resource Group (ERG)

Annual Report 2019 Citrix Systems, Inc.

Awards and Partners

For 2020, we have joined the Inclusion Works program at Disablity:IN,
connecting with its 49 member companies committed to creating an
inclusive culture for people of diverse abilities, including physical disabilities,
neurodiversity, and mental health in the workplace. We are in the process of
developing a roadmap to improve our accessibility and broaden our inclusion
of employees with disabilities.

Similarly, our veteran engagement is strong with our active Military Veterans
ERG, focused on:

• Helping current members of the military succeed in technology careers

following military service

• Giving back to the military community by supporting organizations such as

the USO and Wounded Warrior Project

In 2019 Citrix made Veterans Day an observed U.S. holiday to remember the
sacrifices made by those who have served and continue to serve. In August
of 2019, Citrix was honored by the Department of Defense for support of
Military Reservists with a Patriot Award from their Employer Support of the
Guard and Reserve (ESGR) program. Our wide range of measures including
flexible schedules, time off prior to and after deployment, caring for families,
and granting leaves were cited as reasons for the honor. Additionally, we
are piloting a program that connects veterans who are candidates for
open positions at Citrix with members of our ERG to offer coaching and
assistance in translating their military experience into business terms.
We have also created a toolkit for hiring managers that assists them with
interviewing veterans and evaluating their unique skill set.

We are expanding our external reporting to cover the overall employee
population, people managers, and leadership levels. We are also including
more detail for underrepresented minorities in the United States. While
there is still work to be done, we have increased the number of female
leaders by growing the diversity of our external networks and conducting
targeted outreach for key positions. Looking ahead, we will continue to
focus on expanding our presence at diversity recruiting events, embedding
bias mitigations tools into our hiring process, and working closely with our
diversity and inclusion partners to increase outreach.

Annual Report 2019 Citrix Systems, Inc.

2019 Global Gender Headcount—Overall and People Managers

Overall

People
Managers

74%

69%

(cid:132) Male (cid:132) Female

2018 and 2019 Global Gender Headcount—Leadership

2018

2019

78%

75%

(cid:132) Male (cid:132) Female

26%

31%

22%

25%

2019 U.S. Race and Ethnicity Headcount—Overall, Leadership, and People Managers

Overall

Leadership

People
Managers

20%

40%

60%

80%

100%

(cid:132) White (cid:132) Hispanic or Latino (cid:132) Asian (cid:132) Black or African American (cid:132) Multi-Racial

Leadership represents VP levels and above

Our commitment to Diversity, Inclusion & Belonging extends down through
our supplier base. Supplier Diversity at Citrix identifies and promotes the
equitable inclusion of diverse third-party suppliers within all of our business
operations. Our goal is to include at least one qualified diverse supplier
for each of our purchasing opportunities, when diverse suppliers exist
within the category. We track our spend with existing diverse suppliers and
provide tier two reporting to our customers when requested. Through the
partnerships with our Corporate Diversity Councils: Disability:IN, National
Gay Lesbian Chamber of Commerce (NGLCC), National Minority Supplier
Development Council (NMSDC), and Women Business Enterprise National
Council (WBENC), we are able to identify suppliers in each of these diversity
categories. In 2019, we hosted an Interactive Supplier Diversity Fair where
22 diverse suppliers, 5 Supplier Diversity Advocacy organizations, and
Citrix employees across various departments convened to discuss how
diverse suppliers can gain business opportunities and/or expand existing
relationships with Citrix.

Annual Report 2019 Citrix Systems, Inc.

The theme of diversity extends to our Corporate Citizenship philosophy as
well. Like the diversity across our employee base, our Corporate Citizenship
efforts are broad and reflect the individual and collective interests and
passions of our employee base. Our program is based on volunteerism
through Simply Serve and financial donations through Simply Give. In 2019,
3,134 employees participated in Corporate Citizenship activities benefitting
1,179 charities across 40 countries.

• Simply Serve: Citrix employees receive 16 hours of paid volunteer time
each year with three additional volunteer days available to be used to
support disaster relief volunteer efforts. In response to COVID-19, we are
identifying opportunities for employees to virtually volunteer.

2,672
VOLUNTEERS

5,672
DOLLARS FOR DOERS HOURS

39,735*
VOLUNTEER HOURS

*UP 6 PERCENT FROM 2018

Where we volunteer

18%

17%

31%

22%

(cid:132) Environment

(cid:132) Low Income

(cid:132) Education

(cid:132) Other

(cid:132) Health

(cid:132) Disaster Relief

Simply Give: Citrix matches donations up to $2,000 USD per employee
per year to qualifying nonprofits. Through the Dollars for Doers program,
employees can volunteer their own time and earn Cause Cards to donate
to their favorite nonprofits. In 2020, we are doubling this to $4,000
USD per employee to support COVID-19 relief and recovery efforts.
Additionally, we have set up a COVID-19 Relief and Recovery Fund to
assist the most vulnerable populations impacted by the pandemic.

Where we donate

29%

18%

19%

10%

18%

(cid:132) Other

(cid:132) Education

(cid:132) Health

(cid:132) Disaster Relief

(cid:132) Low Income

(cid:132) Environment

$2,096,382*
TOTAL COMMUNITY INVESTMENT

$679,042
EMPLOYEE DONATIONS (MATCHED
BY CITRIX)

$52,363

IN DISASTER RELIEF AID
(KERALA FLOODS, PULWAMA
MARTYR’S, GILROY SHOOTING)

*UP 10 PERCENT FROM 2018

Annual Report 2019 Citrix Systems, Inc.

Citrix believes in supporting the health and well-being of employees by
taking a holistic view of what it means to lead a healthy and balanced life.
We provide our employees with programs and services to help them reach
goals from exercising regularly and eating healthy, contributing to their
community, balancing work and family, to taking charge of their financial
health. Last year more than 300 Citrix parents and partners took advantage
of our global 18-week paid parental leave for the birth, adoption, and care
for new family members, and more than 8,000 employees worldwide
created a visible movement about ending the stigma of mental health.
From our Green Ribbon campaign in honor of Mental Health Awareness
month, our World Mental Health Day helping to raise awareness of suicide
prevention, and global mindfulness sessions, to employees sharing
individual experiences on Citrix’s intranet, employees globally started a
conversation about mental health awareness and support. Onsite and virtual
Health Expos in various countries provided free health checks to more than
1,400 employees and supported local running, cycling, and walking events to
promote a healthy lifestyle.

The solutions that we create for customers, the way in which we value and
manage our employees, and the support we give to our communities all
reflect our priority of supporting UN Sustainable Development Goal #3—
Promoting Good Health and Well-Being. Citrix Workspace helps the world
socially distance during pandemics, and during times of normalcy, it protects
one of employees’ scarcest resources—time. In the hours and minutes that
they would otherwise commute to and from the office, hunt for relevant
documents, log into a myriad of applications, or perform menial tasks, they
can instead dedicate that time to meaningful work, healthy activities, or
spending time with family and friends—all of which support physical, mental,
and emotional health.

Governance

Oversight of our Environmental, Social, and Governance (ESG) - related
disclosures is provided by the Nominating and Corporate Governance
Committee of Citrix’s Board of Directors with the Compensation Committee
providing oversight of our gender pay equity and diversity, inclusion and
belonging metrics and performance. At the board level, diversity is a top
priority. When nominating new directors, our board considers diverse talent,
experience, and skills along with personal characteristics such as gender,
race, ethnicity and culture. In terms of board independence, currently
we have eight independent board members who meet regularly without
management presence. The board conducts an annual self-assessment and
evaluation focused on structure, process and culture. Citrix’s compliance
policies and guidelines include, among others: corporate governance

Annual Report 2019 Citrix Systems, Inc.

guidelines, code of business conduct, anti-bribery, anti-harassment, anti-
discrimination, data privacy, global trade, conflict minerals, and information
security.

Citrix is wholly committed to improving transparency and external
disclosures related to ESG measures. While the acquisition of some data
will require infrastructure investments and take more time, we are making
progress and will continue to work towards improving the quantity and
quality of our disclosures in the future.

Courage

We dream big, and we are
bold and selfless in pursuit
of those dreams.

Integrity

We act with honesty
and hold each other
accountable.

Unity

We collaborate and
win together.

Curiosity

We are continuously
innovating, learning and
improving.

Respect

We are open, inclusive
and empathetic.

Notice of

2020 Annual Meeting
of Shareholders and
Proxy Statement

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Letter from our CEO

Dear Shareholder,

April 16, 2020

On behalf of Citrix, thank you for your continued investment. We value your support, which is essential to the success of our

efforts to deliver long-term value to our shareholders and fulfill our corporate mission — empowering employees throughout

an organization to do their very best work, securely and efficiently, on any device, across any network, anywhere in the world.

The importance of our mission — giving people the flexibility to work from home, or anywhere — has come into focus as we

face the COVID-19 pandemic. The social, psychological and economic impacts of COVID-19 may change the ways in which we

will live and work. In these challenging times the culture and resilience of the Citrix community has shone. During the early

stages of the pandemic, business continuity quickly became a top priority for our customers. Our teams worked tirelessly to

make sure that we could help our customers meet their business continuity needs.

I am proud of our team, and proud that Citrix is able to contribute to our collective ability to respond to the challenges we face

during this most difficult time for our global community. You can read more about how we are helping to provide solutions in

response to COVID-19 in this year’s Annual Report under the heading Citrix – Part of the Solution available at

investors.citrix.com/financials/annual-reports.

I also direct you to my CEO letter in this year’s Annual Report where I summarize our 2019 results — a year of strong financial

performance and acceleration of our business transformation. Further, I also discuss the opportunities to extend our footprint

and provide product innovations to our users in support of our long-term strategy.

At Citrix, we take corporate responsibility seriously and work together with all of our stakeholders — shareholders, employees,

customers, business partners and members of the communities in which we operate — to provide a better tomorrow for the

next generation. We generate long-term shareholder value by providing services that help create a more sustainable world. We

achieve that by building a diverse and inclusive culture, operating responsibly and conducting our business in an ethical,

transparent and accountable way. As discussed in my CEO letter, we are committed to greater transparency in areas where we

have systems and processes that can provide data for external disclosure. In other areas, we are working to implement

systems so that we can become more holistically transparent with regard to ESG-related disclosures.

Please see ways you can vote your shares beginning on page 1 in this year’s Proxy Statement. We appreciate your continued

support of Citrix and encourage you to vote your shares in advance of the meeting.

Very truly yours,

DAVID J. HENSHALL

Chief Executive Officer, President

and Director

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Letter from our Chairman

Dear Shareholder,

April 16, 2020

As Chairman, I would like to take the opportunity to share my perspective on a range of topics that I believe are important to

Citrix’s ability to create long-term sustainable value. These include Citrix’s executive compensation and equity compensation

practices, our diverse and experienced Board of Directors as well as our focus on sustainable business practices and

commitment to engaging with our shareholders.

Commitment to Pay-for-Performance. The Compensation Committee of the Board of Directors and the full Board have taken

a thoughtful approach to aligning the metrics of performance-based awards with those that have driven and will continue to

drive Citrix’s business transformation and we are committed to pay-for-performance. For example:

‰ Beginning in 2018 and for 2019, the Compensation Committee linked performance-based equity awards with

subscription bookings as a percentage of total subscription and product bookings to directly align performance-based

awards to Citrix’s multi-year strategic business transition to a cloud-based subscription business. During the second

quarter of 2019, and as discussed in the company’s earnings announcement in July 2019, Citrix gained significant

momentum in its business transition to a subscription-based business.

‰ Given this increased momentum, the Compensation Committee determined that the company had a unique

opportunity to increase the acceleration of its transition, which, if successful, would advance long-term value creation

for shareholders. Accordingly, beginning in 2020, the Committee decided to link performance-based equity awards

with ARR(1) growth, which, as we have discussed on our earning calls, is the metric best aligned with the company’s

business transition and strategy. ARR, in short, is the best indicator of the overall health and trajectory of the business

because it captures the pace of Citrix’s transition and is a forward-looking indicator of top line trends.

Thoughtful Approach to Equity Compensation. As detailed in this Proxy Statement, we are seeking shareholder approval of

Citrix’s Second Amended and Restated 2014 Equity Incentive Plan. We believe stock-based incentive awards play an important

role in building a culture of employee ownership, helping Citrix to attract and retain talent while creating an ownership mindset

among Citrix employees that closely aligns the interests of the company, Citrix employees and shareholders. Citrix’s ability to

continue to award employees with equity is crucial to our recruitment and retention strategy and will help position Citrix to

continue to accelerate our transformation to a cloud-based subscription business, driving shareholder value and long-term

sustainable growth.

Prioritizing Diversity and Refreshment of the Citrix Board. We believe that diversity of perspectives and breadth of

experience are important attributes of a well-functioning board. As such, our Board of Director nominees are a diverse group

of individuals who possess a wide range of backgrounds and experience, including diversity of knowledge, skills and expertise,

as well as diversity of personal characteristics, including gender, ethnicity, culture, thought and geography. The attributes of

our directors help the Board to effectively oversee risks and provide guidance, positioning Citrix to continue to drive

shareholder value and long-term sustainable growth.

(1) Annualized Recurring Revenue, or ARR, is an operating metric that represents the contracted recurring value of all termed

subscriptions normalized to a one-year period. It is calculated at the end of a reporting period by taking each contract’s recurring
total contract value and dividing by the length of the contract. ARR includes only active contractually committed, fixed subscription
fees. All contracts are annualized, including 30 day offerings where we take monthly recurring revenue multiplied by 12 to
annualize. ARR should be viewed independently of U.S. GAAP revenue, deferred revenue and unbilled revenue and is not intended
to be combined with or to replace those items. ARR is not a forecast of future revenue.

We believe that a diverse board is an effective board. Each time we evaluate our leadership structure, add a new director, or

change the composition of our Board committees, we do so in a thoughtful manner to ensure that the right skills, experiences,

and perspectives are brought to our meetings and discussions. Over the past 5 years, we have added 6 new directors. We are

pleased that JD Sherman joined our Board of Directors in March 2020, bringing a strong technology focus and expertise in

finance and operations. As part of the Board’s review of Board composition, Jesse A. Cohn will not be nominated for re-election

at the 2020 Annual Meeting. We thank Jesse for his service on the Citrix Board over the last five years. His many contributions

as a Board member were valuable and appreciated as the company executed a significant shift in our strategy and business

model.

Enhanced Cybersecurity Risk Management. Citrix solutions empower customers to do their best work — securely and

efficiently, on any device, across any network, anywhere in the world. Effectively managing risks associated with cybersecurity

and privacy is essential to our ability to deliver for our customers and our shareholders. In response to the rapidly evolving

threat landscape and an increasingly complex regulatory environment, we took a number of steps during 2019 to enhance

Citrix’s cybersecurity risk posture.

Most notably, as discussed in greater depth on page 15 in this year’s Proxy Statement, during 2019, the Board formed a new

Technology, Data and Information Security Committee to oversee information technology policies, plans and programs relating

to enterprise cybersecurity and data protection risks, including risks associated with our products, services, and information

technology infrastructure. This Committee works in coordination with the Audit Committee to oversee our management of

risks related to information technology systems and processes, including privacy, network security and data security, and any

audits of such systems and processes.

Commitment to Environmental, Social and Governance Oversight and Disclosures. A growing area of Board focus is

oversight of Citrix’s environmental and social practices and their impact on our business and key stakeholders. We believe that

effective oversight of these matters is critical to Citrix’s long-term success. Formal oversight of Citrix’s policies and practices

regarding corporate social responsibility and environmental, social and governance (ESG) is through the Nominating and

Corporate Governance Committee. Citrix plans to increase its ESG-related disclosures.

Ongoing Commitment to Shareholder Engagement. Each year, members of the Board of Directors and senior management

conduct outreach to a broad group of shareholders to better understand their perspectives on our strategy, as well as on our

governance, compensation, and sustainability practices. We greatly value the feedback received through these conversations

and the insights gained are shared with the Board of Directors on an ongoing basis. Members of the Board of Directors and

senior management engaged with investors representing more than 32% of shares outstanding in 2019. As detailed on

page 36 of this Proxy Statement, these discussions covered a range of topics and the Board continues to use shareholder input

to inform our practices and policies.

We look forward to our continued engagement with you and I encourage you to read this year’s Proxy Statement and Annual

Report. On behalf of the Board, thank you for your investment in, and continued support of, Citrix.

Very truly yours,

ROBERT M. CALDERONI

Chairman of the Board of Directors

Table of Contents

Proxy Highlights
Part 1 Corporate Governance

Corporate Governance Cycle
Independence of Members of Our Board
Board Leadership Structure
Executive Sessions of Independent Directors
Executive Succession
Considerations Governing Director Nominations
Policy Governing Director Attendance at Annual Meetings of Shareholders
Code of Ethics
Risk Oversight
Enterprise Risk Management
Cybersecurity and Data Privacy Risk
Compensation-Related Risk
Corporate Social Responsibility
Policy Governing Shareholder Communications with our Board

Part 2 Board of Directors

Our Directors
Meetings and Meeting Attendance
Our Board Committees
Director Compensation
Part 3 Executive Management
Our Leadership Team
Part 4 Executive Compensation

Compensation Discussion and Analysis

Purpose of Compensation Discussion and Analysis
Shareholder Engagement
Objectives and Elements of Our Executive Compensation Programs
How Executive Pay Decisions Are Made
Components of Compensation
Individual Executive Compensation Decisions

President and Chief Executive Officer Compensation
Other Named Executive Officers Cash Compensation – Base Salary and Variable Cash Compensation
Named Executive Officers Equity – Long-term Incentive Compensation

Other Compensation Policies and Information

Summary of Executive Compensation
Grants of Plan-Based Awards
Outstanding Equity Awards
Stock Vested
Nonqualified Deferred Compensation
Potential Payments upon Termination or Change in Control
Report of the Compensation Committee of the Board of Directors
Compensation Committee Interlocks and Insider Participation
Pay Ratio Disclosure
Related Party Transactions Policies and Procedures and Transactions with Related Persons
Security Ownership of Certain Beneficial Owners and Management
Delinquent Section 16(a) Reports
Tax Deductibility of Executive Compensation
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plans
Part 5 Audit Committee Matters

Report of the Audit Committee
Fees Paid to Ernst & Young
Audit Partner Rotation
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Part 6 Proposals to be Voted on at the Meeting

Proposal 1: Election of Director Nominees
Proposal 2: Second Amended and Restated 2014 Equity Incentive Plan
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
Proposal 4: Advisory Vote to Approve the Compensation of Our Named Executive Officers

Part 7 Additional Information

Other Matters
Shareholder Proposals
Expenses and Solicitation
Delivery of Documents to Shareholders Sharing an Address
Note Regarding Forward-Looking Statements

Exhibit A Citrix Systems, Inc. Second Amended and Restated 2014 Equity Incentive Plan

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A-1

2020 Proxy Statement

CITRIX SYSTEMS, INC.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 5:00 p.m. Eastern Time on Wednesday, June 3, 2020

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To the Shareholders of Citrix Systems, Inc.:

The 2020 Annual Meeting of Shareholders of Citrix Systems, Inc., a Delaware corporation, will be held on Wednesday, June 3,
2020, at 5:00 p.m. Eastern time, at our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, United States
for the following purposes:

to elect ten members to the Board of Directors, each to serve for a one-year term and until his or her successor has
been duly elected and qualified or until his or her earlier death, resignation or removal;

to approve a second amendment and restatement of our Amended and Restated 2014 Equity Incentive Plan;

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020;

to hold an advisory vote on the compensation of our Named Executive Officers; and

to transact such other business as may properly come before the 2020 Annual Meeting or any adjournments or
postponements thereof.

The proposal for the election of directors relates solely to the election of ten directors nominated by our Board of Directors
and does not include any other matters relating to the election of directors, including, without limitation, the election of
directors nominated by any shareholder.

Only shareholders of record at the close of business on April 7, 2020 are entitled to notice of and to vote at the 2020 Annual
Meeting and at any adjournment or postponement thereof.

All shareholders are cordially invited to attend the 2020 Annual Meeting in person. To ensure your representation at the 2020
Annual Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone by following the instructions on
the Notice of Internet Availability of Proxy Materials you received in the mail and which instructions are also provided on that
website, or, if you have requested a proxy card by mail, by signing, voting and returning your proxy card to Vote Processing, c/o
Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717. For specific instructions on how to vote your
shares, please review the instructions for each of these voting options as detailed in your Notice of Internet Availability and in
this Proxy Statement. If you attend the 2020 Annual Meeting, you may vote in person even if you have previously returned your
proxy card or have voted via the Internet or by telephone.

We are monitoring the novel coronavirus, or COVID-19, developments and the related recommendations and protocols
issued by public health authorities and federal, state, and local governments. As part of our precautions regarding
COVID-19, we are planning for the possibility that alternate arrangements for attendance at the 2020 Annual Meeting may
be required, including the possibility of holding the meeting solely by means of remote communication. If we determine that
alternative 2020 Annual Meeting arrangements are advisable or required, then we will announce our decision and post
additional information at https://investors.citrix.com. Please check this website in advance of the 2020 Annual Meeting date
if you are planning to attend in person. If we hold the 2020 Annual Meeting by means of remote communication,
shareholders will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/CTXS2020 by using
the 16-digit control number included in your proxy materials.

In addition to their availability at www.proxyvote.com, this Proxy Statement and our Annual Report to Shareholders are
available for viewing, printing and downloading at investors.citrix.com/financials/annual-reports.

By Order of the Board of Directors,

ANTONIO G. GOMES
Executive Vice President, Chief
Legal Officer and Secretary

Fort Lauderdale, Florida
April 16, 2020

WHETHER OR NOT YOU PLAN TO ATTEND THE 2020 ANNUAL MEETING, PLEASE PROMPTLY COMPLETE YOUR PROXY AS
INDICATED ABOVE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. PLEASE REVIEW THE INSTRUCTIONS FOR
EACH OF YOUR VOTING OPTIONS DESCRIBED IN THIS PROXY STATEMENT AND THE NOTICE OF INTERNET AVAILABILITY OF
PROXY MATERIALS YOU RECEIVED IN THE MAIL.

CITRIX SYSTEMS, INC.
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309

PROXY STATEMENT
For the 2020 Annual Meeting of Shareholders
To Be Held on June 3, 2020

April 16, 2020

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This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Citrix
Systems, Inc., a Delaware corporation, for use at the 2020 Annual Meeting of Shareholders to be held on Wednesday, June 3,
2020 at 5:00 p.m. Eastern time, at our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, United States,
or at any adjournments or postponements thereof. An Annual Report to Shareholders, containing financial statements for the
year ended December 31, 2019, and this Proxy Statement are being made available to all shareholders entitled to vote at the
2020 Annual Meeting. The Notice of Internet Availability was mailed, and this Proxy Statement and the form of proxy were first
made available, to shareholders on or about April 16, 2020.

The purposes of the 2020 Annual Meeting are to:
‰ elect ten directors for one-year terms;
‰ approve a second amendment and restatement of our Amended and Restated 2014 Equity Incentive Plan;
‰ ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020;
‰ hold an advisory vote to approve the compensation of our Named Executive Officers; and
‰ transact such other business as may properly come before the 2020 Annual Meeting or any adjournments or

postponements thereof.

Only shareholders of record at the close of business on April 7, 2020, which we refer to as the record date, will be entitled to
receive notice of and to vote at the 2020 Annual Meeting. As of that date, 123,450,644 shares of our common stock, $0.001
par value per share, were issued and outstanding. Shareholders are entitled to one vote per share on any proposal presented at
the 2020 Annual Meeting. If you are a shareholder of record, you may vote via the Internet at www.proxyvote.com or by
telephone at 1-800-690-6903 by following the instructions on the Notice of Internet Availability of Proxy Materials or physical
proxy card you received in the mail and which are also provided on that website; or, if you have requested a proxy card by mail,
by signing, voting and returning your proxy card. If you are a shareholder who holds shares through a brokerage firm, bank,
trust or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization
holding your shares.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may
be revoked by:

‰

filing with our Secretary, before the taking of the vote at the 2020 Annual Meeting, a written notice of revocation
bearing a later date than the proxy;

‰ properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or

telephone voting facilities;

‰ duly completing a later-dated proxy relating to the same shares and delivering it to our Secretary before the taking

of the vote at the 2020 Annual Meeting; or

‰ attending the 2020 Annual Meeting and voting in person (although attendance at the 2020 Annual Meeting will not

in and of itself constitute a revocation of a proxy).

Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our principal executive offices at
Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Secretary, before the taking of
the vote at the 2020 Annual Meeting. If a broker, bank or other nominee holds your shares, you must contact them in order to
find out how to revoke or change your vote.

2020 Proxy Statement

The representation in person or by proxy of at least a majority of the outstanding shares of our common stock entitled to vote

at the 2020 Annual Meeting is necessary to constitute a quorum for the transaction of business. Abstentions and broker

non-votes (discussed below) will be counted as present or represented for purposes of determining the presence or absence

of a quorum for the 2020 Annual Meeting. When a quorum is present at any meeting of shareholders, the holders of a majority

of the stock present or represented and voting on a matter shall decide any matter to be voted upon by the shareholders at

such meeting, except when a different vote is required by express provision of law, our amended and restated certificate of

incorporation (as currently in effect, our “Certificate of Incorporation”) or our amended and restated bylaws (as currently in

effect, our “Bylaws”).

For Proposal 1 (the election of ten directors), each nominee shall be elected as a director if the votes cast for such nominee’s

election exceed the votes cast against such nominee’s election. Any director who fails to receive the required number of votes

for his or her re-election is required to submit his or her resignation to the Board of Directors. Our Nominating and Corporate

Governance Committee (excluding any director nominee who failed to receive the required number of votes) will promptly

consider any such director’s resignation and make a recommendation to the Board of Directors as to whether such resignation

should be accepted. The Board of Directors is required to act on the Nominating and Corporate Governance Committee’s

recommendation within 90 days of the certification of the shareholder vote for the 2020 Annual Meeting.

For each of Proposal 2 (approval of a second amendment and restatement of our Amended and Restated 2014 Equity Incentive

Plan), Proposal 3 (the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting

firm for 2020), and Proposal 4 (the advisory vote to approve the compensation of our Named Executive Officers), an

affirmative vote of a majority of the stock present, in person or represented by proxy, and voting on such matter is required for

approval.

Broadridge Financial Solutions will tabulate the votes at the 2020 Annual Meeting. The vote on each matter submitted to

shareholders will be tabulated separately.

Broker non-votes are shares held by a nominee (such as a bank or brokerage firm) which, although counted for purposes of

determining a quorum, are not voted on a particular matter because voting instructions have not been received from the

nominees’ clients (who are the beneficial owners of such shares). Under national securities exchange rules, nominees who hold

shares of common stock in street name for, and have transmitted our proxy solicitation materials to, their customers but do

not receive voting instructions from such customers, are not permitted to vote such customers’ shares on non-routine

matters. Proposal 3 is considered a routine matter under such rules and nominees therefore have discretionary voting power

as to Proposal 3. For non-routine matters, these broker non-votes shall not be counted as votes cast and therefore will have no

effect on Proposals 1, 2 and 4. Similarly, abstentions are not counted as votes cast and thus will have no effect on any proposal.

The persons named as attorneys-in-fact in the proxies, David J. Henshall and Arlen R. Shenkman, were selected by the Board of

Directors and are officers of Citrix. All properly executed proxies submitted in time to be counted at the 2020 Annual Meeting

will be voted by such persons at the 2020 Annual Meeting. Where a choice has been specified on the proxy with respect to the

foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If no such

specifications are indicated, such proxies will be voted FOR Proposal 1 (the election of each of the director nominees), FOR

Proposal 2 (approval of a second amendment and restatement of our Amended and Restated 2014 Equity Incentive Plan),

FOR Proposal 3 (the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting

firm for 2020), and FOR Proposal 4 (the advisory vote to approve the compensation of our Named Executive Officers).

Aside from the proposals included in this Proxy Statement, our Board of Directors knows of no other matters to be presented

at the 2020 Annual Meeting. If any other matter should be presented at the 2020 Annual Meeting upon which a vote may

properly be taken, shares represented by all proxies received by the Board of Directors will be voted with respect to such

matter in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

No dissenters’ rights are available under the General Corporation Law of the State of Delaware, our Certificate of Incorporation

or our Bylaws to any shareholder with respect to any of the matters proposed to be voted on at the 2020 Annual Meeting.

Unless otherwise indicated, references in this Proxy Statement to “Citrix,” the “company,” “we” and “us” refer to Citrix

Systems, Inc., a Delaware corporation and its consolidated subsidiaries.

Proxy Highlights

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This summary should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019 and
the entire Proxy Statement.

2020 Annual
Meeting of
Shareholders

Date and Time:
June 3, 2020, 5:00 p.m. Eastern time

Location:
Our offices at 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309(1)

Record Date:
April 7, 2020

Date of First Distribution of Proxy Materials:
April 16, 2020

Accelerating our Transformation

Citrix is an enterprise software company focused on helping customers improve the productivity and user experience of their
most valuable assets, their employees. We do this by creating a digital workspace that provides unified, secure, and reliable
access to all applications and content employees need to be productive—anytime, anywhere, on any device. Our Networking
solutions, which can be consumed via hardware or software, complement our Workspace solutions by delivering the
applications and data employees need across any network with security, reliability and speed.

As our customers manage the complexity created by the proliferation of Software-as-a-Service (SaaS)-based applications and
the emergence of hybrid multi-cloud environments, our solutions are designed to provide end-users with the simplicity of a
common user experience while ensuring IT administrators are able to deliver applications and data with the security and
controls necessary to protect the enterprise and its customers.

As an organization, we continue to accelerate our transformation, evolving our business in three primary ways:

‰ On-Premise to Cloud: As the share of applications and data continues to move rapidly from on-premise data centers
to the cloud, our product development and engineering resources have increasingly focused on delivering cloud-
based solutions;

‰

Perpetual to Subscription: Our business model is shifting away from selling perpetual licenses towards subscription,
or recurring contracts in the form of SaaS, on-premise term, and consumption-based agreements; and

Point Products to Platform: Our offerings and our go-to-market activities are shifting away from selling individual
point products towards our platform solution, in a tiered offering that provides us the ability to deliver a variety of
value-enhancing modules to our customers in the future.

We believe execution of our strategic priorities will continue to drive results for our stakeholders. Exiting 2019, progress in our
business transformation to a cloud-based subscription business was evidenced by:

‰

Subscription bookings as a percent of total product bookings increased to 62% in 2019, up from 42% in 2018;

Subscription ARR(2) accelerated to $743 million at the end of 2019, a 41% year-over-year increase, with SaaS ARR of
$520 million accounting for 70% of total subscription ARR as of the end of 2019; and

Subscription revenue grew 43% year-over-year in 2019.

(1) Please see note regarding possible alternate arrangements for attendance at the 2020 Annual Meeting as a result of

COVID-19.

(2) Annualized Recurring Revenue, or ARR, is an operating metric that represents the contracted recurring value of all termed
subscriptions normalized to a one-year period. It is calculated at the end of a reporting period by taking each contract’s
recurring total contract value and dividing by the length of the contract. ARR includes only active contractually committed,
fixed subscription fees. All contracts are annualized, including 30 day offerings where we take monthly recurring revenue
multiplied by 12 to annualize. ARR should be viewed independently of U.S. GAAP revenue, deferred revenue and unbilled
revenue and is not intended to be combined with or to replace those items. ARR is not a forecast of future revenue.

2020 Proxy Statement

2019 Highlights:

• Reported strong revenue for 2018

• Appointed Arlen R. Shenkman

as Executive Vice President
and Chief Financial Officer

• Reported 2019 performance

that reflected an accelerated
subscription model transition
and strong demand across
our solutions

• Announced $1 billion accelerated

share repurchase

January
2019

September
2019

January
2020

2019 Highlights

July
2019

October
2019

March
2020

• Appointed Mark J. Schmitz as

Executive Vice President and
Chief Operating Officer

• Announced that the shift

towards our subscription
model accelerated faster
than anticipated to record
levels during the second
quarter of 2019

• Articulated 2024 goals including

year-over-year revenue growth of
8-10% for 2024

• Reiterated our intention to use

up to 75% of free cash flow for
capital return and mergers and
acquisitions while continuing to
evaluate opportunities for
additional shareholder return

• Appointed JD Sherman to the

Board of Directors

As illustrated in the graph below, our total shareholder return (assuming reinvestment of dividends)(1)(2), or TSR, over the five-

year period ended on December 31, 2019 was approximately 123%, outpacing the S&P 500 and Nasdaq indices.

$250

$200

$150

$100

$50

2014

2015

2016

2017

2018

2019

Citrix Systems, Inc.

S&P 500 Index

Nasdaq Index

(2)

(1) For purposes of this graph, the reinvestment of Citrix’s $0.35 per share cash dividend paid during the fourth
quarter of 2018 and each quarter during 2019 was calculated using the closing price on Nasdaq on each
quarterly dividend payment date.
In January 2017, we completed the separation of our GoTo business and its subsequent merger with LogMeIn,
Inc. For the purpose of this graph, the distribution of LogMeIn common stock to our shareholders in connection
with such separation and merger is treated as a non-taxable cash dividend of $18.59 (equal to the opening price
of LogMeIn common stock on February 1, 2017 multiplied by .1718 of a share of LogMeIn common stock). Such
amount was deemed reinvested in Citrix common stock at the closing price on February 1, 2017 using the daily
dividend reinvestment methodology. Other financial data providers may use different methodologies to adjust
for the GoTo separation, which may produce different results.

Executive Compensation Highlights

The following table details the concepts guiding our compensation plan design and how we put them into practice, including

actions taken by the Compensation Committee to reflect our compensation plan design and the company’s accelerated

transformation this past year to a cloud-based subscription business:

Concept

Implementation

Link executive target compensation directly
with company performance

‰ To provide direct alignment with company performance and key drivers of

shareholder value, target compensation(1) for our Named Executive Officers
was(2):

• 52%, on average, performance-based(3)
• 89%, on average, at risk(4)

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Payout opportunity levels for our executive
variable cash compensation plan should
motivate performance that meets or
exceeds our financial plan objectives while
mitigating undue exposure to under-
performance of these objectives

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

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

‰

In 2019, each executive officer’s variable cash compensation plan award was
based 100% on the achievement of financial operating targets consistent with our
corporate operating plan

‰ Based on 2019 company performance, executive variable cash compensation plan

awards for 2019 paid out at 98.3% of the target amount

‰ Over the past eleven years, our variable cash compensation plan awards have paid
out between 58.8% and 170.9% of target and paid above 100% less than half of
the time

‰ At least 60% of annual equity awards to our Chief Executive Officer and at least
50% of annual equity awards to our other Named Executive Officers, other than
Jessica Soisson who was not serving as an executive officer during compensation
planning, are awarded as performance-based restricted stock units; and for 2019,
these annual awards vest based on subscription bookings as a percentage of total
product and subscription bookings, which we believe is an indicator of the success
of our business transformation over the relevant performance period

‰

In addition, in 2020, our Compensation Committee determined to tie the payout of
performance-based restricted stock awards to ARR growth to further align
executive compensation with what we believe is the best indicator of the overall
health and trajectory of our subscription business transition because it captures
the pace of our transition and is a forward-looking indicator of top line trends

‰ Each year, the Compensation 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

(1)

Includes 2019 base salary and target variable cash compensation, both in effect at the end of 2019, and the grant date fair value of
equity compensation granted in 2019. Does not include the performance-based awards granted in February 2019 for retention
purposes and that are included in the Summary Compensation Table, Grants of Plan-Based Awards Table and Outstanding Equity
Awards at Year End Table as described herein. Such awards were forfeited in January 2020 by the executives. See Equity-Based
Long-Term Incentives beginning on page 50.

(2) Calculations exclude Arlen R. Shenkman, who joined Citrix as our Executive Vice President and Chief Financial Officer on

September 9, 2019, Jessica Soisson, our former Interim Chief Financial Officer, who served in such role from April 24, 2019
through September 8, 2019, and Andrew H. Del Matto, our former Executive Vice President and Chief Financial Officer whose
employment with our company ended on April 26, 2019.

(3) Performance-based compensation includes target variable cash compensation and the grant date fair value of performance-based
restricted stock units granted in 2019, other than the forfeited February 2019 awards. See Equity-Based Long-Term Incentives
beginning on page 50.

(4) At risk compensation includes target variable cash compensation and the grant date fair value of equity compensation that was

granted in 2019, other than the forfeited February 2019 awards.

See Individual Executive Compensation Decisions beginning on page 54 for further details regarding our Named Executive

Officers’ compensation.

2020 Proxy Statement

Governance Highlights

The following summary of our governance policies and facts highlights our commitment to governance practices that protect

shareholder rights:

✓ Proxy access
✓ Annual elections of all directors

✓ Majority voting for director elections

✓ Lead independent director

✓ Active shareholder engagement

✓ Annual Board self-assessment process
✓ Executive compensation recovery policy

Shareholder Engagement

✓ Long-standing commitment to corporate responsibility
✓ Stock ownership guidelines for executive officers and

directors

✓ Policies prohibiting hedging, short selling and pledging

of our common stock

✓ Commitment to Board refreshment and diversity of our

Board of Directors

✓ Independent directors regularly meet without

management present

✓ Board oversight of risk management
✓ Annual say-on-pay vote

Our executives regularly engage with shareholders to better understand their perspectives on a wide range of strategy,

business and governance issues. Our Board of Directors and senior management team welcomes and values the views and

insights of our shareholders and conducts an annual outreach effort to connect with our larger shareholders in order to ensure

open lines of communication.

In 2019, we reached out to our largest shareholders and proxy advisory firms to understand their perspectives and discuss our

business strategy, governance, sustainability and executive compensation policies with a goal of using feedback received

during these meetings to inform our policies and practices. Over the course of the year, we held meetings with institutional

shareholders representing over 32% of Citrix’s outstanding common stock as well as proxy advisory firms.

These shareholder meetings covered a wide range of topics, including: our business model transition and strategy; corporate

governance practices such as board composition; our diversity and inclusion programs; cybersecurity and data privacy;

succession planning; shareholder views regarding equity plan preferences and administration; and other matters of

shareholder interest. Peter J. Sacripanti, the Chairperson of our Compensation Committee and a member of our Nominating

and Corporate Governance Committee, and David J. Henshall, our President and Chief Executive Officer, participated in the

majority of meetings along with other senior executives of the company.

Members of the leadership team, the Chairperson of our Compensation Committee, and other members of our Board of

Directors who participate in shareholder engagement meetings regularly discuss shareholder feedback with relevant Board

committees and the full Board of Directors. In general, feedback from our shareholders regarding our compensation programs

and corporate governance practices has been positive. The Board of Directors carefully considers the feedback from

shareholders in assessing and updating our executive compensation and corporate governance profile.

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Examples of how this feedback has informed our governance practices are shown below.

What We Heard

How We Responded

Investors shared their feedback on preferences with respect to burn
rate, dilution and plan duration and design as well as their desire to
see robust disclosure of the company’s overall equity compensation
philosophy, including the impact of share repurchases and buybacks
in prior years

Thoughtfully addressed shareholder feedback when considering and
approving the Second Amended and Restated 2014 Equity Incentive
Plan, which will continue to permit Citrix to use equity compensation
to recruit and retain talent which we believe will continue to
accelerate our business transition

Investors wanted to ensure that our executive compensation
metrics closely align with long-term shareholder interests and
business transition goals

Investors were interested in understanding the Board of Director’s
and management’s approach to oversight of cybersecurity risk

Investors were interested in understanding Citrix’s ESG practices
and how the Board of Directors exercises oversight of ESG topics
including diversity, human capital management and corporate social
responsibility

Incorporated an Annualized Recurring Revenue (ARR) metric for our
performance-based restricted stock awards in 2020, aligning long-
term executive compensation with a key indicator of the overall
health and trajectory of our subscription business transition

Enhanced Board oversight of cybersecurity through the Technology,
Data and Information Security Committee to oversee policies, plans
and programs relating to enterprise cybersecurity and data
protection risks

Increasing our focus on ESG initiatives and board-level oversight of
our diversity, inclusion and belonging efforts throughout the
company by leveraging benchmarking and data to identify focus
areas and improvement opportunities. Examples include the
expansion of employee resource groups and community programs
focused on diversity, inclusion and belonging

We believe it is important to continue to engage with our shareholders on a regular basis to understand their perspectives and

to give them a voice in shaping our governance and executive compensation policies and practices. We also consider the

shareholder advisory (say-on-pay) vote of our Named Executive Officer compensation when evaluating our compensation

program. For more information, see Evaluation Process beginning on page 40.

2020 Proxy Statement

Our Board of Directors

The following table provides summary information about each director and the standing committees on which they currently

serve. Each director, other than Jesse A. Cohn, has been nominated for re-election at this Annual Meeting to serve for a

one-year term.

Name

Experience

Committee Memberships

Other
Public
Company
Boards

Audit

Nominating
and Corporate
Governance

Compensation

Technology,
Data and
Information
Security

Robert M. Calderoni
Chairman

Former Executive Chairman, Citrix
Former Chairman & CEO, Ariba

Nanci E. Caldwell
Lead Independent
Director

Jesse A. Cohn
Independent

Former EVP & CMO, PeopleSoft

Partner, Elliott Management

Robert D. Daleo
Independent

Retired Vice Chairman,
EVP & CFO, Thomson Reuters

Murray J. Demo
Independent

EVP & CFO, Rubrik

Ajei S. Gopal
Independent

CEO, ANSYS

David J. Henshall
President & CEO

Former EVP, CFO & COO, Citrix

Thomas E. Hogan
Independent

Former Chairman & CEO, Kony

Moira A. Kilcoyne
Independent

Founder, MAK Management Consulting
Retired Managing Director/Chief
Information Officer, Morgan Stanley

Peter J. Sacripanti
Independent

Chairman Emeritus and Partner,
McDermott Will & Emery

J. Donald Sherman
Independent

President & COO, HubSpot

Chair

Member

Director Independence

Independent Directors

Non-independent Directors

Tenure

<5 years

6–9 years

10–15 years

Age

35-50 years old

51-59 years old

60-70 years old

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Voting Matters

The proposals to be considered at the 2020 Annual Meeting are as follows:

PROPOSAL 1

Election of Directors

PROPOSAL 2

PROPOSAL 3

PROPOSAL 4

Second Amended and
Restated 2014 Equity
Incentive Plan

Ratification of Appointment
of Independent Registered
Public Accounting Firm for
2020

Advisory Vote to Approve the
Compensation of our Named
Executive Officers
(Say-on-Pay)

Board
recommendation

FOR
each Nominee

FOR

See page number
for more detail

2020 Proxy Statement

Part 1 Corporate Governance

Corporate Governance Cycle

Our annual corporate governance cycle is shown below:

• We review input we’ve
received through our
shareholder outreach and
communicate that input
to the Board.

Winter

r
i

• We review key regulatory

updates.
• The Board begins its self-

assessment and evaluation
focused on structure,
process and culture.

• During the fall and

winter, we reach out to
and speak with our largest
shareholders about our
governance and com-
pensation practices and
solicit input on topics that
are important to them.

S u m

m er

•

The Board discusses
its evaluation results
and reviews Board and
Committee composition
planning.

We publish our annual
communications to our
shareholders, including
our annual report and
proxy statement.

We hold our annual
shareholders meeting.

• We review governance

best practices and our key
corporate governance
policies and procedures
considering shareholder
feedback received during
the year.

Independence of Members of Our Board

Our Board of Directors has determined that nine of our directors (Ms. Caldwell, Mr. Cohn, Mr. Daleo, Mr. Demo, Dr. Gopal,

Mr. Hogan, Ms. Kilcoyne, Mr. Sacripanti, and Mr. Sherman) are independent within the meaning of the director independence

standards of The Nasdaq Stock Market LLC, or Nasdaq, and the Securities and Exchange Commission, or the SEC, including Rule

10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Furthermore, our Board of Directors has determined that

each member of each of our regular standing committees of the Board of Directors is independent within the meaning of

Nasdaq’s and the SEC’s director independence standards. In making this determination, our Board of Directors solicited

information from each of our directors regarding whether such director, or any member of his or her immediate family, had a

direct or indirect material interest in any transactions involving Citrix, was involved in a debt relationship with Citrix or received

personal benefits outside the scope of such person’s normal compensation. The Board of Directors determined that each of

Mr. Calderoni, who served as our Executive Chairman through December 31, 2018 and currently serves as our Chairman but no

longer as an employee of the company, and Mr. Henshall, who is currently serving as our President and Chief Executive Officer,

is not independent within these definitions.

Board Leadership Structure

Our Corporate Governance Guidelines provide our Board of Directors with flexibility to select the appropriate leadership

structure based on the specific needs of our business and the best interests of our shareholders. Our Corporate Governance

Guidelines set forth our general policy that the positions of Chairperson of the Board of Directors and Chief Executive Officer

will be held by different persons. In certain circumstances, however, our Board of Directors may determine that it is in our best

interests for the same person to hold the positions of Chairperson and Chief Executive Officer, or, in the case of Mr. Calderoni’s

appointment as Executive Chairman in July 2015, for the position of Chairperson to also be an executive role. In such event or if

the Chair is otherwise held by a director who is not independent under the applicable Nasdaq and SEC rules, our Corporate

Governance Guidelines provide that the Board of Directors will appoint an independent member of our Board of Directors as

the Lead Independent Director, who is currently Nanci E. Caldwell. While Mr. Calderoni ceased to be Executive Chairman on

January 1, 2019, he continues as Chairman in a non-employee capacity, and Ms. Caldwell continues in the position of Lead

Independent Director. The Chairperson or Lead Independent Director, as the case may be, will preside at executive sessions of

the independent directors and will have such further responsibilities as the full Board of Directors may designate from time to

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time.

Executive Sessions of Independent Directors

Executive sessions of the independent directors are held at least four times a year following regularly scheduled in-person

meetings of our Board of Directors. Executive sessions do not include Messrs. Calderoni and Henshall, and the Lead

Independent Director of our Board of Directors, Ms. Caldwell, is responsible for chairing the executive sessions.

Executive Succession

Executive succession is regularly reviewed and discussed by our Board of Directors in Board meetings and in executive

sessions of the Board of Directors. At least one Board meeting each year is focused on human capital, including formal reviews

of executive talent, organizational structure and succession planning for the role of Chief Executive Officer and other senior

executive roles. In these sessions, among other discussion topics, our Board of Directors reviews the assumptions, processes

and strategy for various succession events and reviews potential internal and external successor candidates. The Board of

Directors’ goal is to have a long-term and continuing program for effective executive development and succession and to be

prepared for both short-term unexpected loss of a key leader and permanent transitions.

Considerations Governing Director Nominations

Director Qualifications

The Nominating and Corporate Governance Committee of our Board of Directors is responsible for reviewing with the Board of

Directors from time to time the appropriate qualities, skills and characteristics desired of members of the Board of Directors in

the context of the needs of the business and in light of the current make-up of our Board of Directors. This assessment

includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee

believes must be met by all directors:

Highest ethical
character

Reputation consistent
with our image

Commitment
to enhancing
shareholder value,
and representing the
long-term interests of
our shareholders
as a whole

Ability to exercise
sound business
judgment based on
an objective
perspective

Substantial business
or professional
experience in areas
that are relevant to
our business

Bachelor’s degree
from a qualified
institution

2020 Proxy Statement

The Nominating and Corporate Governance Committee also may consider numerous other qualities, skills and characteristics

when evaluating director nominees, such as:

‰ an understanding of and experience in software, hardware or services, technology, accounting, governance, finance and/or

marketing;

‰

leadership experience with public companies or other major complex organizations;

‰ experience on another public company board; and

‰ the specific needs of our Board of Directors and the committees of our Board of Directors at that time.

Our Board of Directors believes that a diverse membership with varying perspectives and breadth of experience is an

important attribute of a well-functioning board and will enhance the quality of our directors’ deliberations and decisions. As a

result, the Nominating and Corporate Governance Committee will consider the diversity of background and experience of a

director nominee (such as diversity of knowledge, skills, experience and expertise) as well as diversity of personal

characteristics (such as diversity of gender, race, ethnicity, culture, thought and geography) among its members in the overall

context of the composition of the Board of Directors. The Nominating and Corporate Governance Committee and the Board of

Directors discuss the composition of our Board of Directors, including diversity of background and experience, as part of the

annual Board of Directors evaluation process.

Process for Identifying and Evaluating Director Nominees

Our Board of Directors delegates the director selection and nomination process to the Nominating and Corporate Governance

Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take

part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for

director nominees, in consultation with management and the other directors, through the use of search firms or other advisers,

through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate

Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and

Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees

established by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee gathers information about the candidates through interviews, detailed

questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance

Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then meets

as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account

the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the Nominating

and Corporate Governance Committee recommends candidates for the Board of Directors’ approval as director nominees for

election to our Board of Directors. The Nominating and Corporate Governance Committee also recommends candidates to the

Board of Directors for appointment to the committees of the Board of Directors. The Chairman of the Board of Directors

assists the Nominating and Corporate Governance Committee with Board composition and evolution planning, including

review of committee memberships.

Board Evaluation Program

Our Board of Directors undertakes an evaluation process each year. In early 2020, our Board of Directors, with the assistance

of an outside adviser, conducted one-on-one interview discussions to assess the Board’s performance and how to best serve

the interests of our shareholders in the future. These one-on-one interview discussions focused on an assessment of the

structure, composition, processes, roles, relationships and culture of our Board of Directors and its committees. The interview

discussions also addressed appropriate Board size, committee composition and effectiveness, and the functional, business and

organizational skills that may be required of future Board members, executive succession, and perspectives on long-term

corporate strategy. The results of the evaluation were shared with the Chairman of the Board of Directors and Lead

Independent Director, and discussed in executive session with the full Board of Directors present.

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Procedures for Recommendation of Director Nominees by Shareholders

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by

our shareholders. Shareholders, in submitting recommendations to the Nominating and Corporate Governance Committee for

director nominee candidates, shall follow the procedures described below.

Generally, the Secretary of the company must receive any such recommendation for nomination not later than the close of

business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date the

Proxy Statement was sent to shareholders in connection with our preceding year’s annual meeting.

All recommendations for nomination must comply with the requirements for shareholder nominations set forth in our Bylaws,

including that any such recommendation must be in writing and include the following:

‰ name and address of the shareholder making the recommendation, as they appear on our books and records, and of such

record holder’s beneficial owner;

‰ number of shares of our capital stock that are owned beneficially and held of record by such shareholder and such beneficial

owner;

‰ name of the individual recommended for consideration as a director nominee;

‰ all other information relating to the recommended candidate that would be required to be disclosed in solicitations of

proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended, including the recommended candidate’s written consent to being named in the Proxy

Statement as a nominee and to serving as a director if approved by our Board of Directors and elected; and

‰ a written statement from the shareholder making the recommendation stating why such recommended candidate meets

Citrix’s criteria and would be able to fulfill the duties of a director.

Nominations must be sent to the attention of our Secretary by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 337-4607

Attn: Secretary of Citrix Systems, Inc.

Our Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. As a

requirement for being considered for nomination to our Board of Directors, a candidate will need to comply with the following

minimum procedural requirements:

‰ a candidate must undergo a comprehensive private investigation background check by a qualified firm of our choosing;

‰ a candidate must complete a detailed questionnaire regarding his or her experience, background and independence;

‰ a candidate must submit to the Board of Directors his or her written consent to serve as director if elected; and

‰ a candidate must submit to our Board of Directors a statement to the effect that (1) if elected, he or she will tender promptly

following his or her election an irrevocable resignation effective upon his or her failure to receive the required vote for

re-election at the next meeting at which he or she would face re-election, and (2) upon acceptance of his or her resignation

by our Board of Directors, in accordance with our Corporate Governance Guidelines, he or she shall resign as a member of

the Board of Directors.

Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has

complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with

respect to such candidate will be delivered to our Board of Directors.

2020 Proxy Statement

Our Bylaws also provide that shareholders satisfying certain requirements, including ownership and holding period

requirements with respect to our common stock, may nominate directors for potential inclusion in our Proxy Statement. In

general, a shareholder, or a group of up to twenty shareholders, owning three percent or more of our outstanding common

stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up

to two individuals, or 20% of the Board of Directors, whichever is greater, provided that the shareholder(s) and the nominee(s)

satisfy the requirements specified in our Bylaws. See Additional Information — Shareholder Proposals on page 97 for further

information.

Policy Governing Director Attendance at Annual Meetings of Shareholders

All directors are offered the opportunity to attend our annual meeting of shareholders at our expense. Other than Mr. Henshall,

no members of our Board of Directors attended our annual meeting of shareholders held in June 2019.

Code of Ethics

We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of 1933, as amended, and

the Securities Exchange Act of 1934, as amended, 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, 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.

Risk Oversight

We view risk assessment and oversight as a primary component of our governance and management framework. To that end,

our Board of Directors plays an active role in reviewing Citrix’s corporate strategy and priorities, and holds management

accountable for creating a culture that actively manages risk.

Our Board of Directors, directly and through committees (as described below and as set forth in the relevant committee

charters), is involved in risk oversight through direct decision-making authority with respect to significant matters as well as

the ongoing oversight of management. Among other areas, the Board of Directors is directly involved in overseeing risks

related to our corporate strategy, including product, go-to-market and sales strategy, executive officer succession, business

continuity, crisis preparedness and competitive and reputational risks. In addition, each committee of the Board of Directors

oversees certain aspects of risk management and periodically reports and makes recommendations back to the full Board of

Directors.

The committees of the Board of Directors execute their oversight responsibility for risk management as follows:

‰ The Audit Committee has responsibility for overseeing our internal financial and accounting controls, work performed by our
independent registered public accounting firm and our internal audit function, overseeing our enterprise risk management

(ERM) program, and overseeing risks related to our investments, financing activities, capital allocation strategies and

insurance programs. As part of its oversight function, the Audit Committee regularly reviews the compliance policies and

processes by which our exposure to certain significant areas of risk is assessed and managed. The Audit Committee also

regularly discusses with management and our independent registered public accounting firm our major financial and

controls-related risk exposures and steps that management has taken to monitor and control such exposures. In addition,

under the supervision of the Audit Committee, Citrix established a Helpline available to all employees for the anonymous and

confidential submission of complaints relating to any matter to encourage employees to report questionable activities

directly to our Audit Committee.

‰ The Compensation Committee is responsible for ensuring that our compensation practices are consistent with our overall

philosophy and drive their intended outcomes, overseeing risks related to our cash and equity-based compensation

programs and practices, and evaluating whether our compensation plans encourage participants to take excessive risks that

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are reasonably likely to have a material adverse effect on Citrix. For a detailed discussion of our efforts to manage

compensation-related risks, see Compensation-Related Risk Assessment below.

‰ The Nominating and Corporate Governance Committee is responsible for overseeing risks related to the composition and

structure of our Board of Directors and its committees, our corporate governance, and certain areas of regulatory

compliance. In this regard, the Nominating and Corporate Governance Committee conducts an annual evaluation of the

Board of Directors and its committees, plans for director and executive officer succession, reviews transactions between

Citrix and our officers, directors, affiliates of officers and directors, or other related parties for conflicts of interest, and

annually reviews our most significant compliance policies. The Nominating and Corporate Governance Committee also

periodically reviews reputational, intellectual property and litigation-related risks with management.

‰ The Technology, Data and Information Security Committee, which was formed in September 2019, is responsible for

overseeing information technology policies, plans and programs relating to enterprise cybersecurity and data protection

risks, including risks associated with our products, services, and information technology infrastructure. For a detailed

discussion of our efforts to manage cybersecurity-related risks, see Cybersecurity and Data Privacy Risk below.

Enterprise Risk Management

As described above, the Audit Committee oversees our ERM program. ERM is a company-wide initiative that, with the oversight

of the Audit Committee, involves Citrix management, including our Chief Legal Officer and our internal audit function, including

our Vice President, Internal Audit in an integrated effort to (1) identify, assess, prioritize and monitor a broad range of risks and

(2) formulate and execute plans to monitor and, to the extent possible, mitigate the effect of those risks.

The Audit Committee receives a report concerning our enterprise risk management efforts on a quarterly basis, with a full

report out to the Board of Directors annually. These reports are designed to provide visibility to the Audit Committee and

Board of Directors about the identification, assessment and management of critical risks and management’s risk mitigation

strategies. The reports address strategic, operational, financial reporting, succession and compensation, cybersecurity,

compliance, reputational, governance and other risks, as appropriate.

Cybersecurity and Data Privacy Risk

In response to the rapidly evolving threat landscape, we took a number of steps during 2019 to continue to evolve and advance

our cybersecurity oversight, management and governance programs.

As discussed further under the section titled Our Board Committees beginning on page 24, our Board of Directors formed a

new Technology, Data and Information Security Committee in September 2019, chaired by Moira A. Kilcoyne, an experienced

former Chief Information Officer, to oversee information technology policies, plans and programs relating to enterprise

cybersecurity and data protection risks, including risks associated with our products, services, and information technology

infrastructure. This committee works in coordination with the Audit Committee to oversee our management of risks related to

information technology systems and processes, including privacy, network security and data security, and any audits of such

systems and processes.

In addition, in 2019 we expanded a management-level cross-functional internal committee chaired by our Chief Legal Officer

that is charged with security governance, coordination and monitoring of cyber risks, potential cyber incidents, and key

mitigation initiatives. Also in 2019, we hired a new Chief Information Security Officer to lead our cyber security function, as well

as a new Chief Information Officer to lead our Information Technology (IT) organization. Both organizations are evolving to

meet our commitments to customers and employees in the current risk environment.

In 2019, we also reorganized several functions to enhance our cyber-risk governance program. Specifically, we consolidated

cyber-risk governance, physical security and Internal Audit functions under a newly-formed Legal, Compliance and Audit

organization reporting to our Chief Legal Officer. This reorganized function works with the security and IT functions to execute

cyber-risk governance initiatives, supported by periodic auditing and testing.

2020 Proxy Statement

Compensation-Related Risk

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 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 (for example, non-GAAP corporate operating margin) than other performance measures that we could select

(for example, non-GAAP earnings per share).

‰ 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 2019, which awards our executive officers with

restricted stock units based on subscription bookings as a percentage of total product and subscription bookings 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 2019, and none will

be offered in 2020.

‰ The Compensation Committee, or in the case of our President and Chief Executive Officer, the entire Board of Directors,
determines achievement levels under our variable cash compensation plan and performance-based restricted stock unit

awards vesting after reviewing the company’s performance.

‰ Our executive stock ownership policy requires executives to hold significant levels of stock, which aligns an appropriate

portion of their personal wealth to our long-term performance.

‰ Our executive officers are subject to a formal executive compensation recovery policy, or “clawback” policy, which allows us
to recoup from our 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.

Corporate Social Responsibility

At Citrix, we are committed to improving the lives of our employees, customers, partners, shareholders, and the communities

in which we live and work. We believe that a strong focus on corporate social responsibility and conducting our business in an

ethical, transparent and accountable way generates value for all our stakeholders.

Please refer to our Annual Report under the heading Citrix – Part of the Solution available at https://investors.citrix.com/

financials/annual-reports, which describes our commitment to sustainability and corporate social responsibility efforts.

Policy Governing Shareholder Communications with our Board

Our Board of Directors provides to every security holder the ability to communicate with the Board of Directors as a whole and

with individual directors on the Board of Directors through an established process for security holder communication as

follows:

‰ For communications directed to our Board of Directors as a whole, security holders may send such communications to the

attention of the Chairperson of the Board of Directors by one of the two methods listed below:

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By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Attn: Chairperson of the Board of Directors, c/o Secretary

By facsimile to: (954) 337-4607

Attn: Chairperson of the Board of Directors, c/o Secretary

‰ For security holder communications directed to an individual director in his or her capacity as a member of our Board of
Directors, security holders may send such communications to the attention of the individual director by one of the two

methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 337-4607

Attn: Secretary of Citrix Systems, Inc.

We will forward any such security holder communication to the Chairperson of the Board of Directors, as a representative of

the Board of Directors, or to the director to whom the communication is addressed, on a periodic basis. We will forward such

communications by certified U.S. mail to an address specified by each director and the Chairperson of the Board of Directors

for such purposes or by secure electronic transmission.

2020 Proxy Statement

Part 2 Board of Directors

Our Directors

The following table sets forth our current directors, ten of whom are being nominated for re-election at the 2020 Annual

Meeting. Our Board of Directors has nominated all directors other than Jesse A. Cohn for re-election to one-year terms at the

2020 Annual Meeting.

The biographical description below for each director includes the specific experience, qualifications, attributes and skills that

led to the conclusion by our Board of Directors that such person should serve as a director of Citrix.

Name

Robert M. Calderoni

Nanci E. Caldwell

Jesse A. Cohn

Robert D. Daleo

Murray J. Demo

Ajei S. Gopal

David J. Henshall

Thomas E. Hogan

Moira A. Kilcoyne

Peter J. Sacripanti

J. Donald Sherman

Position(s) with Citrix

Chairman of the Board of Directors

Lead Independent Director

Director

Director, President and Chief Executive Officer

Director

Director Nominees

Robert M. Calderoni

Chairman of Citrix; Former Executive Chairman of Citrix; Former Interim Chief Executive Officer and

President of Citrix; Former Chairman and Chief Executive Officer of Ariba, Sunnyvale, CA (Software

and IT services company)

Age: 60

Director Since: June 2014

Chairman Since: July 2015

Other Boards: Since 2007, Mr. Calderoni has served on the Board of Directors of KLA-Tencor, a publicly-traded semiconductor

equipment company; and since January 2017, he has served on the Board of Directors, and is currently Chairman, of LogMeIn,

Inc., a publicly-traded remote access and remote software company. In March 2020, Mr. Calderoni joined the Board of Directors

of ANSYS, Inc., a publicly-traded engineering simulation software provider.

Key Director Qualifications: 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. From October 2015 to January 2016,

Mr. Calderoni served as the Interim Chief Executive Officer and President of Citrix. Mr. Calderoni served as Executive Chairman

of Citrix from July 2015 through December 2018. Mr. Calderoni currently serves as Chairman of the Board of Citrix.

Mr. Calderoni previously served on the Board of Directors of Juniper Networks, Inc., a publicly-traded networking company

from 2003 to 2019.

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

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managing large-scale global enterprises.

Nanci E. Caldwell

Lead Independent Director, Citrix; former Executive Vice President and Chief Marketing Officer,

PeopleSoft, Inc., Pleasanton, CA (Human resources management software company)

Age: 62

Director Since: July 2008

Committees: Compensation, Nominating and Corporate Governance (Chair)

Other Boards: 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 November 2016, Ms. Caldwell has served on the Board of Directors of Donnelley Financial Solutions, Inc., a

publicly-traded financial communications and data services company.

Key Director Qualifications: Since 2005, Ms. Caldwell has served as a member of a number of Boards of both public and private

technology companies, including 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

publicly-traded business integration and process 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.

Jesse A. Cohn

Partner and Head of U.S. Equity Activism, Elliott Management Corporation, New York, NY

(Hedge fund manager)

Age: 39

Director Since: July 2015

Committees: Nominating and Corporate Governance

Other Boards: Since April 2020, Mr. Cohn has served on the Board of Directors of Twitter, Inc., a publicly-traded global platform

for public self-expression and conversation in real time.

Key Director Qualifications: Mr. Cohn is a partner and head of U.S. equity activism at Elliott Management Corporation, a

$32 billion investment firm. Mr. Cohn joined Elliott in 2004 and manages both public and private investments for the firm.

Mr. Cohn also serves on the Board of Directors of several private companies. Mr. Cohn initially joined the Board in connection

with our entry into a cooperation agreement with affiliates of Mr. Cohn’s employer, Elliott Management.

2020 Proxy Statement

Robert D. Daleo

Retired Vice Chairman, Thomson Reuters, New York, NY (Integrated information solutions provider)

Age: 70

Director Since: May 2013

Committees: Audit (Chair), Technology, Data and Information Security

Key Director Qualifications: Prior to his retirement in December 2012, Mr. Daleo served as Vice Chairman of Thomson Reuters,

a publicly-traded global provider of integrated information solutions to business and professional customers. Mr. Daleo

previously served as Executive Vice President and Chief Financial Officer of Thomson Reuters or its predecessors from 1998

through 2011, and was a member of The Thomson Corporation Board from 2001 to April 2008. Prior to joining The Thomson

Corporation, he held various financial and operational leadership positions with The McGraw-Hill Companies, Inc., a publicly-

traded content and analytics provider, and Automatic Data Processing, Inc., a publicly-traded provider of business outsourcing

solutions.

The Board believes Mr. Daleo’s qualifications to sit on our Board of Directors include his experience in managing a large-scale

global enterprise, extensive financial accounting, corporate finance, operations and business development expertise through

his experience as Chief Financial Officer of a large multinational company, as well as his prior board-level experience with

Thomson Reuters and Equifax Inc.

Murray J. Demo

Executive Vice President and Chief Financial Officer, Rubrik, Inc., Palo Alto, CA (Cloud data

management company)

Age: 58

Director Since: February 2005

Committees: Audit

Key Director Qualifications: Mr. Demo currently serves 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 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.

Ajei S. Gopal

President and Chief Executive Officer, ANSYS, Inc., Canonsburg, PA (Engineering simulation

software provider)

Age: 58

Director Since: September 2017

Committees: Compensation, Technology, Data and Information Security

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Other Boards: Since February 2011, Dr. Gopal has served on the Board of Directors of ANSYS, Inc., a publicly-traded provider of

engineering simulation software.

Key Director Qualifications: Since January 2017, Dr. Gopal has served as President and Chief Executive Officer of ANSYS, Inc., a

publicly-traded provider of engineering simulation software. Dr. Gopal served as President and Chief Operating Officer of

ANSYS from August 2016 through December 2016. Prior to joining ANSYS, Dr. Gopal served as an Operating Partner at Silver

Lake Partners, a technology investment equity firm, from April 2013 to August 2016, including a secondment to serve as

Interim President and Chief Operating Officer of Symantec Corporation from April 2016 to August 2016. Dr. Gopal has also

served as Senior Vice President at Hewlett-Packard Company, a publicly-traded hardware, software and IT services company,

from May 2011 to April 2013. Dr. Gopal has also served as Executive Vice President at CA Technologies, a publicly-traded

business software company, from July 2006 to May 2011 and as Executive Vice President and Chief Technology Officer at

Symantec Corporation, a publicly-traded cybersecurity software and services organization, from September 2004 to July 2006.

The Board believes Dr. Gopal’s qualifications to sit on our Board of Directors include his experience in global operations,

business growth strategies and investment discipline, as well as product development and innovation in large software and

technology companies.

David J. Henshall

President and Chief Executive Officer, Citrix

Age: 51

Director Since: July 2017

Other Boards: Since January 2017, Mr. Henshall has served on the Board of Directors of LogMeIn, Inc., a publicly-traded remote

access and remote software company.

Key Director Qualifications: Mr. Henshall has served as our President and Chief Executive Officer and as a member of our

Board of Directors since July 2017. Mr. Henshall served as our Executive Vice President and Chief Financial Officer beginning in

September 2011 and as our Chief Operating Officer beginning in February 2014. Mr. Henshall was appointed Acting Chief

Executive Officer and President from October 2013 to February 2014. From January 2006 to September 2011, Mr. Henshall

served as our Senior Vice President and Chief Financial Officer, and from April 2003 to January 2006, he served as our Vice

President and Chief Financial Officer.

The Board believes Mr. Henshall’s qualifications to sit on our Board of Directors include his decades of experience in the

software industry, including his 17 years as an executive at Citrix, and his deep understanding of our historical and current

business strategies, objectives, markets and products.

2020 Proxy Statement

Thomas E. Hogan

Former Chairman and Chief Executive Officer, Kony, Inc., Austin, TX (Digital strategy company)

Age: 60

Director Since: December 2018

Committees: Audit

Key Director Qualifications: 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

Founder MAK Management Consulting, New York, NY (Private strategic management consulting

company) and Retired Managing Director/Chief Information Officer, Morgan Stanley, New York, NY

(American multinational investment bank and financial services company)

Age: 58

Director Since: June 2018

Committees: Technology, Data and Information Security (Chair)

Other Boards: 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.

Key Director Qualifications: 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.

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.

Peter J. Sacripanti

Chairman Emeritus and Partner, McDermott Will & Emery, New York, NY (International law firm)

Age: 64

Director Since: December 2015

Committees: Compensation (Chair), Nominating and Corporate Governance

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Other Boards: Since January 2017, Mr. Sacripanti has served on the Board of Directors of LogMeIn, Inc., a publicly-traded

remote access and remote software company.

Key Director Qualifications: Since 1996, Mr. Sacripanti has served as a Partner at McDermott Will & Emery, an international

law firm with 2,000 full-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.

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

President and Chief Operating Officer, HubSpot, Inc., Cambridge, MA (Developer and marketer of

software products for inbound marketing and sales)

Age: 54

Director Since: March 2020

Committees: Audit

Key Director Qualifications: Since March 2014, Mr. Sherman has served as President and Chief Operating Officer of HubSpot,

Inc., a publicly-traded developer and marketer of software products for inbound marketing and sales. Mr. Sherman has served

as Chief Operating Officer of HubSpot, Inc. since March 2012. 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 Operating Officer and Chief Financial Officer of publicly-traded companies.

2020 Proxy Statement

Meetings and Meeting Attendance

Our Board of Directors met seventeen times during the year ended December 31, 2019. Each of the directors attended at least

75% of the aggregate of the total number of meetings of our Board of Directors and the total number of meetings of all

committees of our Board of Directors on which he or she served during fiscal 2019.

Our Board Committees

Our Board of Directors has standing Audit, Compensation, Nominating and Corporate Governance, and Technology, Data and

Information Security Committees. Each of the Audit, Compensation, Nominating and Corporate Governance, and Technology,

Data and Information Security Committees has a written charter that has been approved by the Board of Directors. Each

committee reviews the appropriateness of its charter at least annually. The table below provides current membership for each

standing Board committee.

Name

Audit

Compensation

Nominating and
Corporate Governance

Technology, Data and
Information Security

Robert M. Calderoni

Nanci E. Caldwell

Jesse A. Cohn

Robert D. Daleo

Murray J. Demo

Ajei S. Gopal

David J. Henshall

Thomas E. Hogan

Moira A. Kilcoyne

Peter J. Sacripanti

J. Donald Sherman

‹ Chair

‹ Member

‹

From time to time, our Board of Directors may form committees in addition to our standing committees.

Audit Committee

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 Securities Exchange Act of 1934, as amended. In

addition, our Board of Directors has determined that each member of the Audit Committee is financially literate and that

Messrs. Daleo, Demo and Sherman each qualify as an “audit committee financial expert” under the rules of the SEC. The Audit

Committee met nine times during the year ended December 31, 2019. 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;

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‰ 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;

‰ 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 Committee

Our Board of Directors has determined that each of the members of the Compensation Committee is independent as defined

by the Nasdaq rules. In addition, each member of the Compensation Committee is a “non-employee” director as defined under

Section 16 of the Securities Exchange Act of 1934, as amended. The Compensation Committee met ten times during the year

ended December 31, 2019. The Compensation 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 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 in accordance

with applicable rules and regulations.

In fulfilling its role, the Compensation 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;

2020 Proxy Statement

‰ 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 the Compensation Discussion and Analysis section;

and

‰ 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 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. In December 2016, the

Compensation Committee retained Frederic W. Cook & Co., Inc., which we refer to as FW Cook, as its independent

compensation consultant to assist the Compensation Committee in evaluating the compensation of our executive officers and

directors and continued to work with FW Cook through June 2019. In July 2019, the Compensation Committee retained Semler

Brossy Consulting Group, LLC, which we refer to as Semler Brossy, as its independent compensation consultant.

Our Corporate Governance Guidelines and the charter of the Compensation Committee provide that any independent

compensation consultant, such as Semler Brossy, engaged by the Compensation Committee works for the Compensation

Committee, not our management, with respect to executive officer and director compensation matters. Please read the

Compensation Discussion and Analysis included in this Proxy Statement for additional information on the role of FW Cook and

Semler Brossy in the compensation review process for 2019.

Nominating and Corporate Governance Committee

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 met three times

during the year ended December 31, 2019. The Nominating and Corporate Governance Committee operates under a written

charter adopted by our Board of Directors, a current copy of which is available at 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 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. As described above in the section

entitled Procedures for Recommendation of Director Nominees by Shareholders, the Nominating and Corporate Governance

Committee will consider nominees recommended by shareholders.

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Technology, Data and Information Security Committee

In September 2019, our Board of Directors formed the Technology, Data and Information Security Committee. The Technology,

Data and Information Security Committee met two times during the year ended December 31, 2019. 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 at 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;

‰ 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.

Cybersecurity Committee

In March 2019, our Board of Directors formed a Cybersecurity Committee to oversee management’s investigation of and

response to the cyber incident we disclosed on March 8, 2019. The Cybersecurity Committee consisted of Ms. Kilcoyne (Chair)

and Messrs. Daleo and Calderoni, each of whom served on the Cybersecurity Committee from its formation until its dissolution

in September 2019. The Cybersecurity Committee met eleven times during the year ended December 31, 2019.

In fulfilling its role, the Cybersecurity Committee:

‰ oversaw management’s investigation of and response to the cyber incident we disclosed on March 8, 2019, including the

investigation and remediation of any vulnerabilities identified as part of management’s investigation; and

‰ oversaw management’s work to implement policies, procedures, IT systems and other technical measures to improve the

quality of, reliability of and security of the company’s systems and networks.

The Cybersecurity Committee was supported by external forensic experts, legal counsel, and strategic communications

advisers.

The Cybersecurity Committee was disbanded in September 2019 following formation of the Technology, Data and Information

Security Committee.

2020 Proxy Statement

Director Compensation

Non-employee Director Cash Compensation

It is our policy that any employee directors do not receive cash or equity compensation for their service as members of our

Board of Directors.

The Compensation Committee, with assistance from its independent compensation consultant, FW Cook through June 2019

and Semler Brossy as of July 2019, oversees director compensation and reviews the appropriateness of our non-employee

directors’ compensation on a regular basis. Most recently, in December 2019, Semler Brossy prepared a comprehensive

benchmarking of our non-employee director cash compensation program against the compensation programs offered by our

peer companies and reviewed this benchmarking in detail with the Compensation Committee.

Under our non-employee director cash compensation program, non-employee members of our Board of Directors receive

retainer fees, which are paid in cash in semi-annual installments (pro-rated if a director joins mid-year). Each non-employee

director was entitled to receive the retainers detailed in the tables below (provided that committee Chairpersons were only

entitled to receive a retainer as committee chair and were not entitled to the non-chair membership retainer for the

committee(s) he or she chairs). In addition, non-employee directors are reimbursed for their reasonable out-of-pocket

expenses incurred in attending meetings of our Board of Directors or any of its committees that are conducted in person. In

January 2020, after review and discussion of the updated benchmarking of our non-employee director cash compensation

program by the Compensation Committee’s independent compensation consultant and the amount of work required by such

applicable committee members, our Compensation Committee approved, effective January 1, 2020, an increase in the annual

retainer to be paid to each director from $60,000 to $70,000, an increase in the annual retainer to be paid to the Chairperson

of the Technology, Data and Information Security Committee from $32,500 to $42,500 and an increase in the annual retainer

to be paid to each member of the Technology, Data and Information Security Committee from $15,000 to $17,500.

The following table summarizes our 2019 non-employee director cash compensation program:

Board Retainers

Compensation Element

Annual Board Member Retainer

2019 Annual Cash Compensation

$60,000(1)

Annual Retainer for Chairman of the Board

$100,000 (in addition to Annual Board Member Retainer)

Annual Retainer for Lead Independent Director

$40,000 (in addition to Annual Board Member Retainer)

Committee Retainers

Committee

Audit Committee

Compensation Committee

2019 Cash Compensation

Chair

Member

Annual: $42,500

Annual: $17,500

Annual: $32,500

Annual: $15,000

Nominating and Corporate Governance Committee

Annual: $25,000

Annual: $10,000

Technology, Data and Information Security Committee(2)

Annual: $32,500(3)

Annual: $15,000(4)

Cybersecurity Committee(5)

One-time: $30,000
Monthly: $15,000

One-time: $15,000
Monthly: $7,500

(1) Annual retainer for board members was increased to $70,000 effective January 1, 2020.
(2) The Technology, Data and Information Security Committee was formed in September 2019.
(3) Annual retainer for the Chairperson of the Technology, Data and Information Security Committee was increased to $42,500,

effective January 1, 2020.

(4) Annual retainer for members of the Technology, Data and Information Security Committee was increased to $17,500, effective

January 1, 2020.

(5) The Cybersecurity Committee was formed in March 2019 and was disbanded in September 2019 following formation of the

Technology, Data and Information Security Committee.

In connection with ad hoc committees that may be formed from time to time, committee fees, if any, are determined by the

Board of Directors upon the recommendation of the Compensation Committee with advice from its independent

compensation consultant.

Non-employee Director Equity-based Compensation

Equity Awards to our Non-employee Directors

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The Compensation Committee, with assistance from its independent compensation consultant, reviews the appropriateness of

equity awards granted to our non-employee directors under the company’s Amended and Restated 2014 Equity Incentive Plan

(as amended), which we refer to as the Amended and Restated 2014 Plan, on a regular basis. In December 2019, Semler Brossy

prepared a comprehensive benchmarking of our non-employee director equity awards against the equity awards offered by

our peer companies and reviewed this benchmarking in detail with the Compensation Committee.

For 2019, each non-employee director was eligible to receive an annual grant on the first business day of the month following

our annual shareholders’ meeting consisting of restricted stock units valued at $250,000 that vest in equal monthly

installments over a one-year period, which we refer to as an annual vesting period. The number of restricted stock units issued

is calculated based on the closing price per share as reported by Nasdaq of our common stock on the date of grant. During

2019, newly appointed directors (i.e., directors appointed prior to the annual shareholders’ meeting) were entitled to a

pro-rated annual grant upon election to the Board of Directors. Such grant is an award valued at $250,000 and pro-rated based

on the director’s date of appointment and the current annual vesting period. Such pro-rated grant vests monthly over the

remaining portion of the current annual vesting period.

In January 2020, upon further benchmarking by the Compensation Committee’s independent compensation consultant, and

the Compensation Committee’s recommendation, the Board of Directors approved that, for annual grants made on or after

January 1, 2020, rather than vesting on a monthly basis, each annual grant will 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 and each newly appointed director’s pro-rated grant will vest at the conclusion of the current annual vesting

period.

Outside Directors’ Deferred Compensation Program for Non-Employee Directors

We offer our non-employee directors an outside directors’ deferred compensation program to defer restricted stock units

awarded to them under the Amended and Restated 2014 Plan and cash compensation. In advance of payment of cash

compensation or a restricted stock unit award and in compliance with the program’s requirements, a non-employee director

may elect to defer the receipt of all of his or her cash compensation and/or restricted stock units until ninety days after such

director’s separation from service from us or upon a change in control. Deferred cash compensation is converted into a number

of deferred stock units on the date that the cash compensation would otherwise be paid and upon the vesting of deferred

awards of restricted stock units, any amounts that would otherwise have been paid in shares of common stock are converted

to deferred stock units on a one-to-one basis. In each case, the deferred stock units are credited to the director’s deferred

account.

Matching Gifts Program

Our non-employee directors are eligible to participate in the company’s 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 $15,000 USD per year for executives and non-employee directors under this program.

Director Stock Ownership Guidelines

To further align the interests of members of our Board of Directors with our shareholders, our Board of Directors adopted

stock ownership guidelines for our non-employee directors. Pursuant to these guidelines, each non-employee director is

required to own shares of our common stock (which includes vested but deferred restricted stock units) equal in value to at

least five times the Board member annual cash retainer. New directors are expected to meet the standards set forth in the

guidelines within five years after the date of his or her election to our Board of Directors. Shares owned by directors are valued

at the current market value.

2020 Proxy Statement

Director Compensation Limits

The Amended and Restated 2014 Plan and our proposed Second Amended and Restated 2014 Equity Incentive Plan, if

approved by our shareholders, provides for a limitation of $795,000 with respect to the value of the annual equity

compensation grant that may be awarded to any non-employee director and a limitation of $500,000 with respect to the value

of any annual cash compensation that may be paid to any non-employee director.

The following table sets forth a summary of the compensation earned by, or paid to, our non-employee directors in 2019:

Name

Robert M. Calderoni

Nanci E. Caldwell

Jesse A. Cohn

Robert D. Daleo

Murray J. Demo

Ajei S. Gopal

Thomas E. Hogan

Moira A. Kilcoyne

Peter J. Sacripanti

J. Donald Sherman(8)

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2019

Fees Earned or
Paid in Cash ($)

Stock Awards ($)
(1)(2)(3)

All Other
Compensation ($)(4)

227,500

140,000

249,984

70,000(5)

249,984

173,750(6)

249,984

77,500

78,750

77,500

220,625

102,500

—

249,984

390,318(7)

249,984

—

40,237

60,660

35,060

69,368

1,604

14,281

1,615

1,604

33,249

—

Total ($)

517,721

450,644

355,044

493,102

329,088

343,015

469,433

472,213

385,733

—

(1) These amounts represent the aggregate grant date fair value of the stock awards in the year in which the grant was made. The

assumptions we used for calculating the grant date fair value are set forth in Note 8 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 14,
2020. These amounts do not represent the actual amounts paid to or realized by our directors for these awards during fiscal year
2019.

(2) Consists solely of restricted stock units. During 2019, each continuing non-employee director was entitled to an annual grant

consisting of a number of restricted stock units equaling $250,000 in value vesting in equal monthly installments over a 12 month
period. Pursuant to our outside directors’ deferred compensation program for non-employee directors, each of Messrs. Cohn and
Daleo, and Dr. Gopal elected to defer settlement of his 2019 annual restricted stock unit award. Please see the discussion above
under the heading Outside Directors’ Deferred Compensation Program for Non-Employee Directors for additional details on our
deferral program.

(3) As of December 31, 2019, our non-employee directors held the following number of unvested restricted stock units: Mr. Calderoni,

1,491.326 restricted stock units; Ms. Caldwell, 1,491.326 restricted stock units; Mr. Cohn, 1,491.028 restricted stock units;
Mr. Daleo, 1,491.028 restricted stock units; Mr. Demo, 1,491.326 restricted stock units; Dr. Gopal, 3,697.650 restricted stock units;
Mr. Hogan, 1,491.326 restricted stock units; Ms. Kilcoyne, 1,491.326 restricted stock units; and Mr. Sacripanti, 1,491.326 restricted
stock units. As of December 31, 2019, our non-employee directors held the following number of vested deferred restricted stock
units: Mr. Calderoni, 17,271.461 restricted stock units; Ms. Caldwell, 31,736.068 restricted stock units; Mr. Cohn, 25,431.482
restricted stock units; Mr. Daleo, 39,652.955 restricted stock units; Dr. Gopal, 8,077.494 restricted stock units; and Mr. Sacripanti,
11,990.424 restricted stock units.

(4) Reflects the value of restricted stock units issued as a result of the quarterly dividends paid on March 22, 2019, June 21, 2019,

September 20, 2019 and December 20, 2019 ($25,237 for Mr. Calderoni; $45,660 for Ms. Caldwell; $35,060 for Mr. Cohn; $54,368
for Mr. Daleo; $1,604 for Mr. Demo; $14,281 for Dr. Gopal; $1,615 for Mr. Hogan; $1,604 for Ms. Kilcoyne; and $18,249 for
Mr. Sacripanti) and the company’s 2019 matching charitable donations made under our matching charitable gift program that is
available to our employees, executives and directors ($15,000 for Mr. Calderoni, $15,000 for Ms. Caldwell; $15,000 for Mr. Daleo;
and $15,000 for Mr. Sacripanti).

(5) Pursuant to our outside directors’ deferred compensation program for non-employee directors, Mr. Cohn elected to defer his cash

fees in 2019. Mr. Cohn received 671 deferred stock units based on fees of $70,000 foregone, with no matching or premium given
in calculating the number of stock units awarded and an amount of $128.65 is held in a deferred cash account in lieu of fractional
shares.

(6) Pursuant to our outside directors’ deferred compensation program for non-employee directors, Mr. Daleo elected to defer his cash
fees in 2019. Mr. Daleo received 1,678 deferred stock units based on fees of $173,750 foregone, with no matching or premium
given in calculating the number of stock units awarded and an amount of $164.60 is held in a deferred cash account in lieu of
fractional shares.

(7) Mr. Hogan was elected to the Board on December 10, 2018. He did not receive an equity grant in 2018. In connection with his

appointment, on January 2, 2019, Mr. Hogan received a pro-rated annual grant of restricted stock units valued at $140,334.
Mr. Hogan also received an annual grant on July 1, 2019.
(8) Mr. Sherman was elected to the Board on March 4, 2020.

Part 3 Executive Management

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Our Leadership Team

The following table sets forth our executive officers and the positions currently held by each such person with Citrix. The

biographical descriptions below outline the relevant experience, qualifications, attributes and skills of each executive officer.

Name

Position

David J. Henshall

President, Chief Executive Officer and Director

Arlen R. Shenkman

Executive Vice President and Chief Financial Officer

Mark J. Ferrer

Executive Vice President and Chief Revenue Officer

Antonio G. Gomes

Executive Vice President, Chief Legal Officer and Secretary

Paul J. Hough

Executive Vice President and Chief Product Officer

Donna N. Kimmel

Executive Vice President and Chief People Officer

Timothy A. Minahan

Executive Vice President, Business Strategy and Chief Marketing Officer

Mark J. Schmitz

Executive Vice President and Chief Operating Officer

Jeroen M. van Rotterdam

Executive Vice President of Engineering

David J. Henshall

Age: 51

Mr. Henshall has served as our President and Chief Executive Officer and as a member of our Board

of Directors since July 2017. Mr. Henshall served as our Executive Vice President and Chief Financial

Officer from September 2011 until July 2017 and as our Chief Operating Officer from February

2014 until July 2017. Mr. Henshall was appointed Acting Chief Executive Officer and President from

October 2013 to February 2014. From January 2006 to September 2011, Mr. Henshall served as our

Senior Vice President and Chief Financial Officer, and from April 2003 to January 2006, he served as

our Vice President and Chief Financial Officer.

Arlen R. Shenkman

Age: 49

Mr. Shenkman has served as our Executive Vice President and Chief Financial Officer since

September 2019. Prior to joining Citrix, Mr. Shenkman served as Executive Vice President and

Global Head of Business Development and Ecosystems of SAP from May 2017 to August 2019,

where he was responsible for driving business development by building new ecosystems, fostering

strategic partnerships, incubating new business models, and overseeing investments and mergers

and acquisitions. Prior to that role from January 2015 to May 2017, Mr. Shenkman served as Chief

Financial Officer of SAP North America, SAP’s largest business unit, responsible for all finance

functions in North America, including forecasting and planning, identifying efficiencies, and ensuring

the region’s overall financial health. Mr. Shenkman previously served as SAP’s Global Head of

Corporate Development from January 2012 to January 2015 and was a principal architect of SAP’s

rapid transformation into a cloud company.

2020 Proxy Statement

Mark J. Ferrer

Age: 60

Mr. Ferrer has served as our Executive Vice President and Chief Revenue Officer since October

2017. Prior to joining Citrix, Mr. Ferrer served as Chief Operating Officer and Executive Vice

President of Global Customer Operations of SAP from August 2011 to September 2017, where he

led the go-to market and customer engagement initiatives for one of the largest sales forces in the

technology industry.

Antonio G. Gomes

Age: 54

Mr. 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.

Paul J. Hough

Age: 55

Mr. Hough has served as our Executive Vice President and Chief Product Officer since October 2016.

Prior to joining Citrix, Mr. Hough served as Corporate Vice President, Developer Division at

Microsoft from September 2012 to August 2015. Prior to that, Mr. Hough served in a variety of roles

in the Microsoft Office Division driving vision and execution for the program management of Office

suite culminating with the introduction of Office365. Mr. Hough holds 11 patents.

Donna N. Kimmel

Age: 57

Ms. 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.

Timothy A. Minahan

Age: 50

Mr. 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 from June 2013 to July 2015, where he led their effort

to transition to the cloud.

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Mark J. Schmitz

Age: 45

Mr. 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.

Jeroen M. van Rotterdam

Age: 55

Mr. van Rotterdam has served as Executive Vice President of Engineering since September 2016.

Prior to joining Citrix, Mr. van Rotterdam served as Chief Technology Officer, Vice President and

Distinguished Engineer for DELL EMC’s Enterprise Content Division from July 2007 to September

2016. Mr. van Rotterdam is the (co)author of 50+ patents in various stages with the US Patent

Office.

Our executive officers are appointed by the Board of Directors on an annual basis.

2020 Proxy Statement

Part 4 Executive Compensation

Compensation Discussion and Analysis

Purpose of Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides comprehensive information about the 2019 compensation for the

following executive officers (who we refer to as our Named Executive Officers):

‰ David J. Henshall, President and Chief Executive Officer

‰ Arlen R. Shenkman, Executive Vice President and Chief Financial Officer, who joined Citrix on September 9, 2019

‰ Andrew H. Del Matto, former Executive Vice President and Chief Financial Officer. As announced on April 24, 2019, Mr. Del

Matto’s employment with Citrix ended on April 26, 2019

‰ Jessica Soisson, our Vice President, Corporate Controller and Chief Accounting Officer, who served as Interim Chief Financial

Officer from April 24, 2019 through September 8, 2019

‰ Mark J. Ferrer, Executive Vice President and Chief Revenue Officer

‰ Antonio G. Gomes, Executive Vice President, Chief Legal Officer and Secretary

‰ Paul J. Hough, Executive Vice President and Chief Product Officer

NAVIGATING THE COMPENSATION DISCUSSION AND ANALYSIS

2019 Highlights

Objectives and Elements of Our Executive Compensation Programs

How Executive Pay Decisions are Made

Components of Compensation

Individual Executive Compensation Decisions

Other Compensation Policies and Information

2019 Highlights

Accelerating our Transformation

Page

Citrix is an enterprise software company focused on helping customers improve the productivity and user experience of their

most valuable assets, their employees. We do this by creating a digital workspace that provides unified, secure, and reliable

access to all applications and content employees need to be productive—anytime, anywhere, on any device. Our Networking

solutions, which can be consumed via hardware or software, complement our Workspace solutions by delivering the

applications and data employees need across any network with security, reliability and speed.

As our customers manage the complexity created by the proliferation of Software-as-a-Service (SaaS)-based applications and

the emergence of hybrid multi-cloud environments, our solutions are designed to provide end-users with the simplicity of a

common user experience while ensuring IT administrators are able to deliver applications and data with the security and

controls necessary to protect the enterprise and its customers.

As an organization, we continue to accelerate our transformation, evolving our business in three primary ways:

based solutions;

‰

Perpetual to Subscription: Our business model is shifting away from selling perpetual licenses towards subscription,

or recurring contracts in the form of SaaS, on-premise term, and consumption-based agreements; and

‰

Point Products to Platform: Our offerings and our go-to-market activities are shifting away from selling individual

point products towards our platform solution, in a tiered offering that provides us the ability to deliver a variety of

value-enhancing modules to our customers in the future.

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We believe execution of our strategic priorities will continue to drive results for our stakeholders. Exiting 2019, progress in our

business transformation to a cloud-based subscription business was evidenced by:

‰

Subscription bookings as a percent of total product bookings increased to 62% in 2019, up from 42% in 2018;

Subscription ARR(1) accelerated to $743 million at the end of 2019, a 41% year-over-year increase, with SaaS ARR of

$520 million accounting for 70% of total subscription ARR as of the end of 2019; and

Subscription revenue grew 43% year-over-year in 2019.

2019 Highlights:

• Reported strong revenue for 2018

• Appointed Arlen R. Shenkman

as Executive Vice President
and Chief Financial Officer

• Reported 2019 performance

that reflected an accelerated
subscription model transition
and strong demand across
our solutions

• Announced $1 billion accelerated

share repurchase

January
2019

September
2019

January
2020

2019 Highlights

July
2019

October
2019

March
2020

• Appointed Mark J. Schmitz as

Executive Vice President and
Chief Operating Officer

• Announced that the shift

towards our subscription
model accelerated faster
than anticipated to record
levels during the second
quarter of 2019

• Articulated 2024 goals including

year-over-year revenue growth of
8-10% for 2024

• Reiterated our intention to use

up to 75% of free cash flow for
capital return and mergers and
acquisitions while continuing to
evaluate opportunities for
additional shareholder return

• Appointed JD Sherman to the

Board of Directors

As illustrated in the graph below, our total shareholder return (assuming reinvestment of dividends)(2)(3), or TSR, over the five-

year period ended on December 31, 2019 was approximately 123%, outpacing the S&P 500 and Nasdaq indices.

$250

$200

$150

$100

$50

2014

2015

2016

2017

2018

2019

Citrix Systems, Inc.

S&P 500 Index

Nasdaq Index

(1) Annualized Recurring Revenue, or ARR, is an operating metric that represents the contracted recurring value of
all termed subscriptions normalized to a one-year period. It is calculated at the end of a reporting period by
taking each contract’s recurring total contract value and dividing by the length of the contract. ARR includes only
active contractually committed, fixed subscription fees. All contracts are annualized, including 30 day offerings
where we take monthly recurring revenue multiplied by 12 to annualize. ARR should be viewed independently of
U.S. GAAP revenue, deferred revenue and unbilled revenue and is not intended to be combined with or to
replace those items. ARR is not a forecast of future revenue.

2020 Proxy Statement

(3)

(2) For purposes of this graph, the reinvestment of Citrix’s $0.35 per share cash dividend paid during the fourth
quarter of 2018 and each quarter during 2019 was calculated using the closing price on Nasdaq on each
quarterly dividend payment date.
In January 2017, we completed the separation of our GoTo business and its subsequent merger with LogMeIn,
Inc. For the purpose of this graph, the distribution of LogMeIn common stock to our shareholders in connection
with such separation and merger is treated as a non-taxable cash dividend of $18.59 (equal to the opening price
of LogMeIn common stock on February 1, 2017 multiplied by .1718 of a share of LogMeIn common stock). Such
amount was deemed reinvested in Citrix common stock at the closing price on February 1, 2017 using the daily
dividend reinvestment methodology. Other financial data providers may use different methodologies to adjust
for the GoTo separation, which may produce different results.