UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                            Filed by a party other than the Registrant  ¨☐

Check the appropriate box:

VeriFone Systems, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

February 11, 20168, 2018

Dear Fellow Stockholder:

You are cordially invited to attend the 20162018 Annual Meeting of Stockholders of VeriFone Systems, Inc. (“Verifone”). We will hold the meeting on Thursday, March 24, 201622, 2018 at 9:8:30 a.m., local time, at Verifone’s principal offices located at 88 W. Plumeria Drive, San Jose, CA 95134. We hope that you will be able to attend.

Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of 20162018 Annual Meeting of Stockholders (the “Notice of Annual Meeting”) and Proxy Statement. As a stockholder, you will be asked to vote on a number of important matters. We encourage you to vote on all matters listed in the enclosed Notice of Annual Meeting. The Board of Directors recommends a vote FOR the proposals listed as proposals 1, 2 3 and 43 in the Notice of Annual Meeting.

Board Oversight.As a Board of Directors, we are actively engaged in the oversight of Verifone. As directors, each of us makes a commitment to the extensive time and rigor required to serve on the Board. During 2017, the Board’s discussions focused in particular on the Company’s objectives of scaling its next-generation devices and in linking the Company’s device footprint to the Company’s cloud infrastructure. We also continued to focus on the Company’s strategy to return to growth. We believe that the Company has made significant progress on its transformation and look forward to the Company continuing to implement its growth strategy.

Engaging with Stockholders.We continued our focus on stockholder engagement in 2017. We engaged with stockholders representing over 50% of our outstanding shares of common stock to address executive compensation issues. Over the past several years, we have instituted a number of meaningful changes to our executive compensation program in response to stockholder feedback in order to align our short-term and long-term incentive compensation plans with the views of our stockholders. We also continue to engage with our stockholders on corporate governance matters and adopted a “proxy access” amendment to our bylaws in December 2016. We are also pleased to take advantagethat over 92% of the U.S. Securities and Exchange Commission e-proxy rules that allow companies to electronically deliver proxy materials to their stockholders. We are furnishing proxy materials tovotes cast on our stockholders primarily viastockholder advisory proposal on our executive compensation program voted in favor of the Internet, which provides our stockholders the information they need while lowering printing and mailing costs and reducing the environmental impactcompensation of our Annual Meeting. On or about February 11, 2016, we mailed tonamed executive officers at our stockholders a Notice2017 annual meeting of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access our 2016 Proxy Statement and 2015 Annual Report (the “Annual Report”) over the Internet and vote online or by phone. The Notice also includes instructions on how a stockholder can request, free of charge, a paper copy of our Annual Meeting materials by mail.stockholders.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. In addition to voting in person, stockholders of record may vote via a toll-free telephone number or over the Internet. Stockholders who received a paper copy of the Proxy Statement and Annual Report by mail may also vote by completing, signing and mailing the enclosed proxy card promptly in the return envelope provided.

On behalf of our Board of Directors, thank you for your continued support of Verifone.

YOUR VOTE IS IMPORTANT.

PLEASE PROMPTLY SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL.

NOTICE OF 20162018 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

Notice is hereby given that the 20162018 Annual Meeting of Stockholders of VeriFone Systems, Inc. (“Verifone”) will be held on Thursday, March 24, 201622, 2018 at 9:8:30 a.m., local time, at Verifone’s principal offices located at 88 W. Plumeria Drive, San Jose, CA 95134, to conduct the following items of business:

The foregoing business items are described more fully in the Proxy Statement accompanying this Notice of Annual Meeting.

All holders of record of our common stock as of 5:00 p.m. Eastern Standard Time on January 28, 2016,26, 2018, the record date, are entitled to notice of and to vote at this meeting and any adjournments or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection during the ten days prior to the Annual Meeting, during ordinary business hours, at Verifone’s principal offices located at 88 W. Plumeria Drive, San Jose, CA 95134, as well as at the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. To enter the meeting, you will need to provide proof of ownership of Verifone stock as of 5:00 p.m. Eastern Standard Time on January 28, 2016,26, 2018, as well as an acceptable form of personal photo identification. If you hold your shares in your own name, your proof of ownership is your proxy card. If you hold your shares through a broker, trustee or nominee, you must bring either a copy of the voting instruction card provided by your broker or nominee or a recent brokerage statement confirming your ownership as of 5:00 p.m. Eastern Standard Time on January 28, 2016.26, 2018. Any stockholder attending the Annual Meeting may vote in person even if he or she has returned a proxy card.

Whether or not you plan to attend the Annual Meeting, please cast your vote as instructed under “Voting Procedures” in the Proxy Statement as promptly as possible. You may vote over the Internet or by telephone as instructed on the Notice of Internet Availability of Proxy Materials or by mailing in your paper proxy card if you received one. If you did not receive a paper proxy card, you may request a paper proxy card to submit your vote by mail, if you prefer.

		By Order of the Board of Directors,
		Paul Galant				Albert LiuVik Varma
		Chief Executive Officer				Corporate Secretary

February 11, 20168, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 24, 2016:22, 2018: This Notice of Annual

Meeting, the Proxy Statement and the Annual Report are available on the Internet at www.proxyvote.com.

The Securities and Exchange Commission (“SEC”) has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to stockholders in lieu of a paper copy of the proxy statement, related materials and Verifone’s annual report to stockholders.

The Notice of Internet Availability provides instructions as to how stockholders can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either by telephone, online, or by completing and returning a proxy card.Shares cannot be voted by marking, writing on and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the Notice of Internet Availability.

Table of Contents

APPENDIX B—VERIFONE SYSTEMS, INC. AMENDEDAND RESTATED BONUS PLAN
			B-1		2018 Proxy Statement    i

i

VERIFONE SYSTEMS, INC.

88 W. PLUMERIA DRIVE

SAN JOSE, CA 95134

PROXY STATEMENT

FOR

20162018 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL INFORMATION

General

VeriFoneVerifone Systems, Inc. (“Verifone,” the “Company,” “we” or “our”) is furnishing this Proxy Statement to the holders of its common stock, par value $0.01 per share, in connection with the solicitation by its Board of Directors of proxies to be voted at its 20162018 Annual Meeting of Stockholders on Thursday, March 24, 201622, 2018 at 9:8:30 a.m., local time, and at any adjournments or postponements thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at Verifone’s principal offices located at 88 W. Plumeria Drive, San Jose, CA 95134.

The Notice of Annual Meeting, Proxy Statement and form of proxy are first being provided to our stockholders on or about February 11, 2016.8, 2018.

All stockholders are cordially invited to attend the Annual Meeting in person. To attend the Annual Meeting, you will need to provide proof of ownership of Verifone stock as of 5:00 p.m. Eastern Standard Time on January 28, 2016,26, 2018, as well as an acceptable form of personal photo identification. If you are a registered stockholder,hold your shares in your own name, your proof of ownership is your proxy card. If you are not a stockholder of record but hold your shares through a broker, trustee or nominee, you must bring either a copy of the voting instruction card provided by your broker or nominee or a recent brokerage statement confirming your ownership as of 5:00 p.m. Eastern Standard Time on January 28, 2016.26, 2018.

Notice Regarding the Availability of Proxy Materials

We have adopted the “notice and access” rule of the U.S. Securities and Exchange Commission (the “SEC”). As a result, we furnish proxy materials primarily via the Internet instead of mailing a printed copy of the proxy materials. Stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice of Internet Availability”) by mail which provides the website and other information on how to access and review the Proxy Statement and proxy materials over the Internet. The Notice of Internet Availability will be mailed on or about February 11, 2016.8, 2018.

As of the date of the mailing of the Notice of Internet Availability, stockholders will be able to access all of the proxy materials over the Internet as instructed in the Notice.Notice of Internet Availability. The proxy materials will be available free of charge. The materials on the site are searchable, readable and printable and the site does not have “cookies” or other tracking devices which identify visitors. The Notice of Internet Availability will provide instructions on how to vote over the Internet or by phone.

If you received a Notice of Internet Availability and would like to receive a printed copy of our proxy materials, free of charge, you should follow the instructions for requesting such materials included in the Notice.Notice of Internet Availability.

Record Date; Voting Rights

Only stockholders of record as of 5:00 p.m. Eastern Standard Time on January 28, 201626, 2018 will be entitled to vote at the Annual Meeting. As of that date, there were 110,162,139110,351,526 shares of our common stock outstanding, each of which is entitled to one vote for each matter to be voted on at the Annual Meeting, held by 8968 stockholders of record. For information regarding security ownership by executive officers and directors and by beneficial owners of more than 5% of Verifone’s common stock, see “Security Ownership of Certain Beneficial Owners and Management.”

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Voting Procedures

If you are a stockholder of record as of the record date, you may vote your shares over the Internet or by telephone by following the instructions set forth on the Notice or the proxy card mailed to you, or by mailing in a completed proxy card. Your shares will be voted at the Annual Meeting in the manner you direct. The Internet voting procedures are designed to authenticate each stockholder’s identity and to allow stockholders to vote their shares and confirm that their voting instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card. Stockholders voting via the Internet should understand that there may be costs associated with voting in these manners, such as usage charges from Internet service providers that must be borne by the stockholder.

Votes submitted by mail, telephone or via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on March 23, 2016.21, 2018. Submitting your vote by mail, telephone or via the Internet will not affect your right to vote in person should you decide to attend the Annual Meeting.

If your shares are registered in the name of a bank or brokerage firm, you will receive instructions from your bank or brokerage firm that must be followed in order for the record holder to vote the shares per your instructions. Banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or over the phone, as well as instructions for requesting a hard copy of the proxy materials and proxy card.

Quorum

The holders of a majority of the outstanding shares of common stock as of 5:00 p.m. Eastern Standard Time on January 28, 2016,26, 2018, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “brokernon-votes” are treated as present for quorum purposes.

BrokerBroker Non-Votes

Generally, brokernon-votes occur when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal. “Brokernon-votes” are treated as present for purposes of determining a quorum but are not counted as withheld votes, votes against the matter in question, or as abstentions, nor are they counted in determining the number of votes present for a particular matter.

Under rules of the New York Stock Exchange (“NYSE”), which apply to us, the election of directors (Proposal 1), the approval of the Verifone Amended and Restated Bonus Plan (Proposal 2) and the advisory vote to approve the compensation of our fiscal 20152017 named executive officers (the(our “NEOs”) (Proposal 3)2) are matters on which a broker may not vote without your instructions. Therefore, if you do not provide instructions to the record holder of your shares with respect to these proposals, your shares will not be voted on these “non-routine”“non-routine” matters. The ratification of the appointment of our independent registered public accounting firm (Proposal 4)3) is a routine item under NYSE rules. As a result, brokers who do not receive instructions as to how to vote on that matter generally may vote on that matter in their discretion.

If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

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Voting Requirements

The number of votes required to approve each of the proposals that are scheduled to be presented at the meeting is as follows:

Proxy Solicitation

Verifone will pay the costs of soliciting proxies. In addition to the use of mails, proxies may be solicited by personal or telephone conversation, facsimile, electronic communication, posting on Verifone’s website, http://www.verifone.com, and by the directors, officers and employees of Verifone, for which they will not receive additional compensation. Verifone may reimburse brokerage firms and other owners representing beneficial owners of shares for their reasonable expenses in forwarding solicitation materials to such beneficial owners.

Proxies and ballots will be received and tabulated by the inspector of election for the Annual Meeting. The inspector of election will treat shares of common stock represented by a properly signed and returned proxy as present at the meeting for purposes of determining a quorum, whether or not the proxy is marked as casting a vote or abstaining or withholding on any or all matters.

Revocation of Proxies

The shares represented by valid proxies received and not revoked will be voted at the Annual Meeting. If you execute and return the enclosed proxy card but do not give instructions, your shares will be voted as follows: “FOR” the election of all of our director nominees (Proposal 1), “FOR” the approval of the Verifone Amended and Restated Bonus Plan (Proposal 2), “FOR” the advisory vote to approve the compensation of our NEOs (Proposal 3)2), “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending October 31, 20162018 (Proposal 4)3) and otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting and any adjournments or postponements thereof.

A proxy may be revoked at any time before it is voted by (i) delivering a written notice of revocation to our Secretary at c/o VeriFone Systems, Inc., 88 W. Plumeria Drive, San Jose, CA 95134, (ii) subsequently submitting a duly executed proxy bearing a later date than that of the previously submitted proxy (including by submission over the Internet), or (iii) attending the Annual Meeting and voting in person. Attending the Annual Meeting without voting will not revoke your previously submitted proxy.

Stockholder Proposals for the 20172019 Annual Meeting

Our stockholders may submit proposals that they believe should be voted upon at our 20172019 Annual Meeting of Stockholders.

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In the event a stockholder wishes to have a proposal considered for presentation at our 20172019 Annual Meeting and included in our proxy statement and form of proxy used in connection with such meeting, the proposal must be forwarded to our Secretary so that it is received no later than October 14, 2016,11, 2018, which is the date 120 calendar days prior to the anniversary of the mailing date of the proxy statement for the 20162018 Annual Meeting. Any such proposal must comply with the requirements of Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Proxy Access to Include Nominees in our 2019 Proxy Statement.    Under our new proxy access bylaw, if a stockholder (or a group of up to 20 stockholders) owning at least 3% of the number of outstanding shares of common stock continuously for at least three years, and meeting the other requirements specified in our bylaws, wishes to include director nominees (up to the greater of two nominees or 20% of the Board) in our proxy statement and form of proxy used in connection with the 2019 Annual Meeting, notice must be received by our Secretary at our principal offices, no later than October 11, 2018, which is the date 120 days prior to the anniversary of the mailing date of the proxy statement for the 2018 Annual Meeting and no earlier than September 11, 2018, which is the date 150 days prior to the anniversary of the mailing date of the proxy statement for the 2018 Annual Meeting. However, in the event that the date of the 2019 Annual Meeting is advanced by more than 30 days, or delayed by more than 30 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered no later than the close of business on the later of the 180^th day prior to such meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made. Any such notice must comply with the requirements set out in our bylaws.

Nominees or Proposals not for Inclusion in our 2019 Proxy Statement.Under our bylaws, if a stockholder, rather than including a proposal in the proxy statement as discussed above, seeks to propose business for consideration at the 20172019 Annual Meeting, notice must be received by our Secretary at our principal offices, no later than December 24, 2016,22, 2018, which is the date 90 days prior to the first anniversary of the 20162018 Annual Meeting and no earlier than November 22, 2018, which is the date 120 days prior to the first anniversary of the 2018 Annual Meeting. However, in the event that the date of the 20172019 Annual Meeting is advanced by more than 30 days, or delayed by more than 60 days from such anniversary date, notice by the stockholder, to be timely, must be so delivered no later than the close of business on the later of the 90^th day prior to such meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made.made and no earlier than 120 days prior to such annual meeting. Any such notice must comply with the requirements set out in our bylaws.

The mailing address for our Secretary is our principal offices at 88 W. Plumeria Drive, San Jose, CA 95134.

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DIRECTOR INDEPENDENCE AND CORPORATE GOVERNANCE

Director Independence

For a member of our Board to be considered independent under NYSE rules, our Board must determine that the director does not have a material relationship (as described below) with us and/or our consolidated subsidiaries (either directly or as a partner, stockholder, or officer of an organization that has a relationship with any of those entities).

Our Board has undertaken a review of our directors’ independence in accordance with standards that our Board and our Corporate Governance and Nominating Committee have established to assist our Board in making independence determinations. Any relationship listed under the heading “Material Relationships” below will, if present, be deemed material for the purposes of determining director independence. If a director has any relationship that is considered material, the director will not be considered independent. Any relationship listed under the heading “Immaterial Relationships” below will, if present, be considered categorically immaterial for the purpose of determining director independence. Multiple “Immaterial Relationships”Immaterial Relationships will not collectively create a material relationshipMaterial Relationship that would cause the director to not be considered independent. In addition, the fact that a particular relationship is not addressed under the heading “Immaterial Relationships” will not automatically cause a director to not be independent. If a particular relationship is not addressed under the standards established by our Board, our Board will review all of the facts and circumstances of the relationship to determine whether or not the relationship, in our Board’s judgment, is material.

Our Board has determined that Mr. Alspaugh, Ms. Austin, Dr. Black, Mr. Hart, Mr. Henske, Ms. Millard, Mr. Raff,Klane, Mr. Schwartz, and Ms. Thompson and Mr. Trollope are independent under NYSE rules. Former director Eitan Raff, whose Board service ended December 19, 2017, had been determined by our Board to be independent. Mr. Galant has been determined by our Board not to be independent.

Material Relationships

Any of the following shall be considered material relationships that would prevent a director from being determined to be independent:

Auditor Affiliation.    The director is a current partner or employee of our internal or external auditor; a member of the director’s immediate family (including the director’s spouse; parents; children; siblings; mothers-, fathers-, brothers-, sisters-, sons- anddaughters-in-law; and anyone who shares the director’s home, other than household employees) is a current employee of such auditor who participates in the firm’s audit, assurance, or tax compliance (but not tax planning) practice or a current partner of such auditor; or the director or an immediate family member of the director was a partner or employee of such a firm and personally worked on our audit within the last five years.

Business Transactions.    The director is an employee of another entity that, during any one of the past five years, received payments from us, or made payments to us, for property or services that exceeded the greater of $1 million or 2% of the other entity’s annual consolidated gross revenues, or a member of the director’s immediate family has been an executive officer of another entity that, during any one of the past five years, received payments from us, or made payments to us, for property or services that exceeded the greater of $1 million or 2% of the other entity’s annual consolidated gross revenues.

Employment.    The director was our employee at any time during the past five years or a member of the director’s immediate family was one of our executive officers in the prior five years. However, the employment of a director on an interim basis as ChairmanChair of the Board, Chief Executive Officer or other executive officer of Verifone shall not disqualify a director from being considered independent following that employment.

Interlocking Directorships.    During the past five years, the director or an immediate family member of the director was employed as an executive officer by another entity where one of our current executive officers served at the same time on the compensation committee (or similar committee) of that company.

Other Compensation.    A director or an immediate family member of a director received more than $100,000 per year in direct compensation from us, other than director and committee fees, in the past five years.

				2018 Proxy Statement		5

Investment Banking or Consulting Services.    A director is a partner or officer of an investment bank or consulting firm that performs substantial services to us on a regular basis.

Immaterial Relationships

The following relationships shall be deemed immaterial and will not be considered for purposes of determining director independence:

Affiliate of Stockholder.    A relationship arising solely from a director’s status as an executive officer, principal, equity owner, or employee of an entity that is one of our stockholders.

Certain Business Transactions.    A relationship arising solely from a director’s status as an executive officer, employee or equity owner of an entity that has made payments to or received payments from Verifone for property or services shall not be deemed a material relationship or transaction that would cause a director not to be independent so long as the payments made or received during any one of such other entity’s last five fiscal years are not in excess of the greater of $1 million or 2% of such other entity’s annual consolidated gross revenues.

Director Fees.The receipt by a director from us of fees for service as a member of our Board and committees of our Board.

Other Relationships.    Any relationship or transaction that is not covered by any of the standards listed above in which the amount involved does not exceed $25,000 in any fiscal year shall not be deemed a material relationship or transaction that would cause a director not to be independent.

Notwithstanding the foregoing, no relationship shall be deemed categorically immaterial as described above to the extent that it is required to be disclosed in SEC filings under Item 404 of the SEC’s RegulationS-K.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that provide the framework within which our Board directs our corporate governance. Our Corporate Governance and Nominating Committee reviews these guidelines annually and recommends changes to our Board for approval as appropriate. Our Corporate Governance Guidelines are available on the Investor Relations section of our website,http://ir.verifone.com, and are available in print to any stockholder who requests it.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which is available on the Investor Relations section of our website,http://ir.verifone.com, and is available in print to any stockholder who requests it. The Code of Business Conduct and Ethics applies to all of our employees, officers and directors.directors, unless prohibited by law or union agreement. We will post any amendments to or waivers from a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relatesrelate to any element of the “code of ethics” definition set forth in Item 406(b) of the SEC’s RegulationS-K athttp://ir.verifone.com.

Director Attendance at Meetings

Although our Board recognizes that scheduling conflicts may occasionally prevent a director from attending a Board or stockholder meeting, our Board expects each director to make every reasonable effort to keep such absences to a minimum. During fiscal 2015,2017, each of our directors attended not less than 75% of the total number

of meetings of our Board and the committees of our Board on which such director served. At the 20152017 Annual Meeting of Stockholders, all of our directors then in office were in attendance. In fiscal 2015,2017, our Board held a total of seven meetings.

Executive Sessions

Non-employee directors meet in executive session without any management directors or employees present at each regularly scheduled Board meeting. The presiding director at these meetings is Mr. Hart, the ChairmanChair of the Board.

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Communications with Directors

Any interested party may direct communications to individual directors, including the ChairmanChair of the Board, a board committee, the independent directors as a group or our Board as a whole, by addressing the communication to the named individual, to the committee, the independent directors as a group or our Board as a whole c/o Secretary, VeriFone Systems, Inc., 88 W. Plumeria Drive, San Jose, CA 95134. Our Secretary or an Assistant Secretary will review all communications so addressed and will relay to the addressee(s) all communications determined to relate to our business, management or governance.

Committees of our Board of Directors

Our Board has an Audit Committee, a Compensation and Leadership Development Committee and a Corporate Governance and Nominating Committee.

Audit Committee

Our Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Board has adopted an Audit Committee charter, which is available on the Investor Relations section of our website athttp://ir.verifone.com,and is available in print to any stockholder who requests it, and defines our Audit Committee’s duties and responsibilities to include:

Our Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of our Audit Committee. Our Audit Committee may, in its discretion, delegate to one or more of its members the authority topre-approve any audit ornon-audit services to be performed by the independent auditors,registered public accounting firm, provided that anypre-approvals made under delegated authority are presented to our Audit Committee at its next scheduled meeting.

In fiscal 2015,2017, our Audit Committee met eightnine times, and met in executive session without management present at each such meeting. Our Board and our Corporate Governance and Nominating Committee have

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determined that each member of our Audit Committee is “independent” within the meaning of the rules of both the NYSE and the SEC.

The report of our Audit Committee is included in this Proxy Statement under “Report“Report of the Audit Committee.Committee.”

Compensation and Leadership Development Committee

Compensation Committee

Our Board has adopted a Compensation and Leadership Development Committee charter, which is available on the Investor Relations section of our website athttp://ir.verifone.com, and is available in print to any stockholder who requests it, which defines our Compensation and Leadership Development Committee’s purposesduties and responsibilities to include:

Our Compensation and Leadership Development Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to such standing orad hoc subcommittees as it may determine to be necessary or appropriate for the discharge of its responsibilities, as long as the subcommittee contains at least the minimum number of directors necessary to meet any regulatory requirements.

In fiscal 2015,2017, our Compensation and Leadership Development Committee met fivefour times, and met in executive session without management present at each such meeting.

Our Board and our Corporate Governance and Nominating Committee have determined that each member of our Compensation and Leadership Development Committee is ��independent”“independent” within the meaning of the rules of both the NYSE and the SEC.

The annual report of our Compensation and Leadership Development Committee is included in this Proxy Statement under “Report“Report of the Compensation Committee.and Leadership Development Committee.”

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Corporate Governance and Nominating Committee

Our Board has adopted a Corporate Governance and Nominating Committee charter, which is available on the Investor Relations section of our website athttp://ir.verifone.comand is available in print to any stockholder who requests it. Our Corporate Governance and Nominating Committee charter defines our Corporate Governance and Nominating Committee’s purposes and responsibilities to include:

Our Corporate Governance and Nominating Committee has not established specific minimum education, experience or skill requirements for potential members, but, in general, expects that qualified candidates will have high-level managerial experience in a complex andand/or global organization and will be able to represent the interests of the stockholders as a whole and not just certain special interest groups or constituencies. Our Corporate Governance and Nominating Committee considers each candidate’s judgment, skill, diversity and professional experience with businesses and other organizations of comparable size in the context of the needs of our Board, the interplay of the candidate’s experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to our Board and any committees of our Board. At this stage of our development, relevant experiences include, among other things, large-company CEO experience, senior management experience in the payments industry, senior-level experience at multi-national companies with oversight over international operations and financial and accounting expertise and executive-level experience relevant to our key strategic initiatives, such as expertise in the payments industry, information technology and enterprise system security, mobile payments,e-commerce, commerce enablement software and media.services. In addition, each candidate is expected to contribute positively to the existing chemistry and collaborative culture among Board members and must have the time and ability to make a constructive contribution to our Board. Our Corporate Governance and Nominating Committee also values work ethic, leadership, problem-solving skills and diversity in selecting nominees to serve on our Board and is committed to actively seeking out highly qualified individuals to contribute to the diversity of the pool from which Board nominees are chosen. Although our Corporate Governance and Nominating Committee does not have a formal policy on diversity, our Corporate Governance and Nominating Committee broadly construes diversity to mean a variety of opinions, perspectives, expertise, personal and professional experiences and backgrounds (including gender, race and ethnicity), as well as other differentiating characteristics. Our Board and each of the committees of our Board engage in an annual self-evaluation, thatwhich includes an evaluation of the diversity of our Board, and our Corporate Governance and Nominating Committee discusses the value of diversity during its annual review of Board composition.

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Our Corporate Governance and Nominating Committee has generally identified nominees based upon suggestions by directors, management, outside consultants, including third-party search firms, and stockholders. Before considering any nominee, our Corporate Governance and Nominating Committee makes a preliminary determination as to the need for additional members of our Board. If a need is identified, members of our Corporate Governance and Nominating Committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. Once a candidate is identified for further consideration, members of our Corporate Governance and Nominating Committee, as well as other members of our Board and management, as appropriate, interview the nominee. After completing this evaluation, our Corporate Governance and Nominating Committee makes a recommendation and refers the nominee to the full Board for consideration. Our Corporate Governance and Nominating Committee will consider candidates recommended by stockholders in the same manner as other candidates. Stockholders may nominate candidates for director in accordance with the advance notice and other procedures contained in our bylaws.

Our Corporate Governance and Nominating Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of our Corporate Governance and Nominating Committee.

In fiscal 2015,2017, our Corporate Governance and Nominating Committee met four times, and met in executive session without management present at each such meeting.

Our Board and our Corporate Governance and Nominating Committee have determined that each member of our Corporate Governance and Nominating Committee is “independent” within the meaning of the rules of both the NYSE and the SEC.

The annual report of our Corporate Governance and Nominating Committee is included in this Proxy Statement under “Report“Report of the Corporate Governance and Nominating Committee.Committee.”

Director Stock Ownership Guidelines

In December 2015, our Board adopted revised stock ownership guidelines for ournon-employee directors to increase their required level of common stock ownership. These revised stock ownership guidelines require eachnon-employee director to own a minimum number of shares of our common stock equal tovalued at four times the director’s annual cash retainer. Anynon-employee director who fails to meet or maintain thesethe applicable ownership requirementslevel by the required time frame will be required to retain all shares of our common stock acquired upon the exercise of stock options or vesting of restricted stock or restricted stock unit (“RSU”) awards, net of shares withheld for taxes and payment of the exercise price, if any, until such ownership guidelines are satisfied. Under these guidelines, unvested restricted stock awards and RSU awards and owned shares of our common stock count toward the ownership level, and non-employee directors have a five year period over which to achieve their target ownership level.

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OUR BOARD OF DIRECTORS

Board Leadership Structure

Under our current Corporate Governance Guidelines, our Board is free to select its ChairmanChair and our CEO in the manner it considers to be in our best interests at any given point in time. Since 2008, the positions of ChairmanChair of the Board and CEO have been held by separate persons. Our Board believes that this structure is appropriate for us because it allows our CEO to focus his time and energy on leading our key business and strategic initiatives while our Board focuses on oversight of management, overall enterprise risk management and corporate governance. Our Board and its committees meet throughout the year on a set schedule, usually at least once a quarter, and also hold special meetings from time to time. Agendas and topics for Board and committee meetings are developed through discussions between management and members of our Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, enterprise risk, governance and compliance matters applicable to us, including the following:

Board’s Role in Risk Oversight

Our Board executes its risk management responsibility directly and through its committees. As set forth in its charter and annual work plan, our Audit Committee has primary responsibility for overseeing our enterprise risk management process. Our Audit Committee receives updates and discusses individual and overall risk areas during its meetings, including financial risk assessments, operations risk management policies, major financial risk exposures, exposures related to compliance with legal and regulatory requirements, and management’s actions to monitor and control such exposures. Our Vice President of Internal Audit reviews with our Audit Committee our annual operational risk assessment results and at least once each quarter the results of internal audits, including the adequacy of internal controls over financial reporting. Our Vice President of Internal Audit and Chief Information Officer report regularly to our Audit Committee on information systems controls, information security and

security. cybersecurity. Throughout each fiscal year, our Audit Committee invites appropriate members of management to its meetings to provide enterprise-level reports on areas relevant to our Audit Committee’s oversight role, including adequacy and effectiveness of management reporting and controls systems used to monitor adherence to policies and approved guidelines, information systems and security over systems and data, treasury, insurance structure and coverage, tax structure and planning, worldwide disaster recovery planning and the overall

				2018 Proxy Statement		11

effectiveness of our operations risk management policies. Our Audit Committee is generally scheduled to meet at least twice a quarter, and generally covers one or more areas relevant to its risk oversight role in at least one of these meetings. At least once a quarter our Audit Committee meets with our independent registered public accounting firm separately in executive session. At each meeting, our Audit Committee also reviews with Mr. Liu, who serves as our General Counsel and Chief Compliance Officer any significant compliance matters, including matters raised through internal audit reviews and our alert line.

Our Compensation and Leadership Development Committee monitors the risks associated with our compensation programs, policies and practices with respect to executive compensation and executive recruitment and retention, as well as compensation generally. In establishing and reviewing our executive compensation program, our Compensation and Leadership Development Committee consults with its independent compensation consultant and seeks to structure the program so as to not encourage unnecessary or excessive risk taking. Our executive compensation program utilizes a mix of base salary and short-term and long-term incentive awards designed to align our executives’executive officers’ compensation with our success, particularly with respect to financial performance and increasing stockholder value. Our Compensation and Leadership Development Committee sets the amount of our executives’executive officers’ base salaries at the beginning of each fiscal year. A substantial portion of our executives’ bonus amounts isexecutive officers’ annual short-term incentive opportunities, which are cash based, are tied to overall corporate performance and increasing stockholder value. Compensation provided toThe target total direct compensation opportunities of our executivesexecutive officers also includes a substantial portionlong-term incentive compensation in the form of long-term equity awards that help align executives’their interests with those of our stockholders over the longer term. In general, cash bonusshort-term incentive opportunities may be reduced at the discretion of our discretionCompensation and Leadership Development Committee based on individual performance. Our Compensation and Leadership Development Committee believes that our annual cashshort-term incentive opportunities and long-term equity awards provide an effective and appropriate mix of incentives to help ensure our performance is focused on long-term stockholder value creation and do not encourage short-term risk taking at the expense of long-term results. Our Compensation and Leadership Development Committee has concluded that our executive compensation program does not encourage unnecessary or excessive risk.risk taking. Our Compensation and Leadership Development Committee has also reviewed our compensation programs for employees generally and has concluded these programs do not create risks that are reasonably likely to have a material adverse effect on Verifone.

Our Corporate Governance and Nominating Committee oversees risks related to our overall corporate governance, including development of corporate governance principles applicable to us, evaluation of federal securities laws and regulations with respect to our insider trading policy, development of standards to be applied in making determinations as to the absence of material relationships between us and a director and formal periodic evaluations of our Board and management. Our Corporate Governance and Nominating Committee seeks to align our governance practices with best practices among peer companies and considers recommendations by shareholder advisory organizations with respect to corporate governance.

Reports delivered by all of our committee chairmenchairs on at least a quarterly basis keep our Board abreast of its committees’ risk oversight and other activities.

Majority Voting Provision

Our bylaws and the Corporate Governance Guidelines provide that, in an uncontested election of directors, each director shall be elected by the vote of thea majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee), and in a contested election, each director shall be elected by a plurality of the votes cast (meaning that the nineten nominees receiving the highest number of votes “for” will be elected even if any such nominee receives less than a majority of the votes cast). A contested election is defined as an election for which our Corporate Secretary determines that the number of director nominees exceeds the number of directors to be elected as of the date that is ten days preceding the date we first mail our notice of meeting for such meeting to stockholders.

Under our Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of “against” votes than “for” votes shall promptly tender his or her resignation following certification of the vote. Our Corporate Governance and Nominating Committee shall consider the resignation offer and shall recommend to our Board the action to be taken. In considering whether to recommend accepting or rejecting the tendered resignation, our Corporate Governance and Nominating Committee will consider all factors that it deems relevant including, but not limited to, any reasons stated by stockholders for their “against” or “withheld”

12				2018 Proxy Statement

“withheld” votes for election of the director, the length of service and qualifications of the director, our Corporate Governance Guidelines and the director’s overall contributions as a member of our Board. Our Board will consider these and any other factors it deems relevant, as well as our Corporate Governance and Nominating Committee’s recommendation, when deciding whether to accept or reject the tendered resignation. Any director whose resignation is under consideration shall not participate in our Corporate Governance and Nominating Committee deliberation and recommendation or Board deliberation and action regarding whether to accept the resignation. Our Board shall take action within 90 days following certification of the vote, unless a longer period of time is necessary in order to comply with any applicable NYSE or SEC rule or regulation, in which event our Board shall take action as promptly as is practicable while satisfying such requirements. We will promptly disclose the decision and the reasons therefor in a Current Report on Form8-K furnished to the SEC.

Proxy Access

In December 2016, our Board adopted “proxy access” amendments to our bylaws, enabling a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to two nominees or 20% of our Board, whichever is greater, provided that the stockholder(s) and nominee(s) satisfy the requirements set forth in our bylaws.

Biographical Information Regarding Our Director Nominees

Certain biographical information regarding our director nominees is set forth below. In each individual’s biography we have highlighted specific experience, qualifications, attributes and skills that led our Board to conclude that each individual should serve or continue to serve as a director of our Board. In addition to these specific attributes, all of our director nominees have public company leadership experience, significant expertise in one or more areas of importance to our business and strategy, and have high-level managerial experience in relatively complex organizations or are accustomed to dealing with complex problems. We believe all of our director nominees are individuals of high character and integrity, are able to work well with others, and have sufficient time to devote to the affairs of our company.Company.

Robert W. Alspaugh.Alspaugh.    Mr. Alspaugh, age 68,70, has served as a director since September 2008. From 2002 to 2006, Mr. Alspaugh served as CEO of KPMG International and from 1998 to 2002, Mr. Alspaugh served as Deputy ChairmanChair and Chief Operating Officer of KPMG’s U.S. Practice. He joined KPMG in the Denver office in 1969 and was elected partner in 1978. In addition to providing more than ten years of service on the management committee and four years on the board of directors of KPMG, Mr. Alspaugh served on the board of KPMG International and was responsible for implementing the strategy of the global organization, which included member firms in 150 countries and more than 100,000 employees. Mr. Alspaugh holds a BBA degree (summa cum laude) in accounting from Baylor University. Mr. Alspaugh is currently a member of the boards of directors of Ball Corp., a supplier of metal and plastic packaging for beverages, food and household products, and of aerospace technologies and services to defense and civilian government agencies, and Autoliv, Inc., a developer, manufacturer and supplier of safety systems to the automotive industry.industry and Triton Container International, Ltd., a leader in container leasing. Mr. Alspaugh also serves on the boardsboard of directors of DSGI Technologies, Inc. and Triton Container International, Ltd., botha privately-held companies.company. Among other skills and qualifications, Mr. Alspaugh brings to our Board substantial global financial management and accounting expertise which is relevant to our business and has led our Board to determine that he is an “audit committee financial expert” as defined by the SEC. Additionally, Mr. Alspaugh’s extensive global management and leadership experience is relevant to his oversight role on our Audit Committee given the global nature of our operations and the related complexities. Mr. Alspaugh serves as the ChairmanChair of our Audit Committee is one of our Audit Committee financial experts and also serves on our Corporate Governance and Nominating Committee. Mr. Alspaugh serves as the chairmanchair of the audit committees of Triton Container, Autoliv and Ball Corp. He also serves on the compliance committee for Autoliv and the finance committee for Ball Corp.

Karen Austin.    Ms. Austin, age 54,56, has served as a director since June 17, 2014. Ms. Austin has served as Senior Vice President and Chief Information Officer of Pacific Gas & Electric Company, a natural gas and

electric utilities company headquartered in California, since June 2011. Before joining PG&E, Ms. Austin served as Senior Vice President and President of Consumer Electronics of Sears Holdings Corporation from January 2009 to May 2011 and as its Executive Vice President and Chief Information Officer from March 2005 to January 2009. Ms. Austin joined Kmart Corporation in 1984 and served, before its merger with Sears, Roebuck and Co. in 2005,

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as its Senior Vice President and Chief Information Officer from April 2002 to March 2005 and Vice President, Applications from January 2000 to April 2002. Ms. Austin brings to our Board her strong expertise in cybersecurity, information technology, change management, engineering, enterprise system security and technical operations, with extensive experience in retail operations and deep knowledge of technology company operating environments. Such experience and qualifications provide unique and valuable insight on our Board’s oversight of our business strategy, and, in particular, our transformation initiatives. Ms. Austin serves on our Audit Committee and Corporate Governance and Nominating Committee. Ms. Austin holds a B.S. degree in Computer Science from Trine University.

Ronald Black, Ph.D.    Dr. Black, age 54, has served as a director since December 2017. Dr. Black has led Rambus Inc. as its Chief Executive Officer, President and a member of the Board of Directors since June 2012. Rambus is a creator and innovator of hardware, software and services that drive technology advancements from the data center to the mobile edge. Prior to joining Rambus, Dr. Black was the Chief Executive Officer of MobiWire, formerly Sagem Wireless, a privately-held mobile handset company headquartered near Paris, France that offers products and services to original equipment manufacturers and mobile network operators in the mobile phone marketplace, and before that was Chair and CEO of UPEK, Inc. Dr. Black currently serves as a director of Energy Focus Inc., a publicly-held LED lighting technology developer, Microfabrica Inc., a privately held high precision metal parts fabricator, and FlexEnable Limited, a privately held producer of flexible electronics manufacturing platforms. Dr. Black serves on our Audit Committee. Dr. Black holds a B.S., M.S., and Ph.D. in materials science and engineering from Cornell University. Mr. Black brings to our Board his experience as a chief executive officer of a number of high-tech companies, both domestic and foreign, as well as his deep technical and product expertise.

Paul Galant.    Mr. Galant, age 48,50, has served as our CEO and a director since October 1, 2013. Prior to joining Verifone, Mr. Galant served as the CEO of Citigroup Inc.’s Enterprise Payments business since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of globalbusiness-to-consumer andconsumer-to-business digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Cards business. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup, a multinational financial services corporation, in 2000. Prior to joining Citigroup, Mr. Galant held positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a Bachelor’s degree from Cornell University where he graduated a Phillip Merrill Scholar. Mr. Galant currently serves on the board of directors of Conduent Inc., a publicly-held business process services provider and APX Group Holdings, Inc., a privately-held home automation services provider. Mr. Galant brings to our Board, among other skills and qualifications, leadership and expertise with respect to global payments solutions, broad knowledge of the payments and financial services industries, and leadership and management of complex, global organizations.

Alex W. (Pete) Hart.    Mr. Hart, age 75,77, has served as a director since July 2006 and as the ChairmanChair of the Board since June, 17, 2014. Mr. Hart has been an independent consultant to the financial services industry since November 1997. From August 1995 to November 1997, he served as CEO and from March 1994 to August 1995 as Executive Vice ChairmanChair of Advanta Corporation, a diversified financial services company. From 1988 to 1994, he was President and CEO of MasterCard International, the worldwide payment service provider. Mr. Hart holds a bachelor degree in social relations from Harvard University. He is currently a member of the board of directors of Mitek Systems, Inc., a mobile video technology company (since December 2010).company. Mr. Hart also serves as a director and member of the compensation committee for BrightVolt, Inc. (formerly Solicore, Inc.), a private company that develops and manufactures embedded power solutions. From April 2001 until April 2012, Mr. Hart served as ChairmanChair of the Board and a director of SVB Financial Group. Mr. Hart also previously served on the board of directors and compensation committee of Fair Isaac Corporation, a predictive software company. From February 2001 to November 2015, Mr. Hart also served as a director of Global Payments, Inc., a provider of payment technology services. Among other skills and qualifications, Mr. Hart has been an active participant in the payments and financial services industry for more than 40 years, including as senior executive, director and consultant, and further, Mr. Hart’s payments industry experience ranges from executive roles at banks, issuers, acquirers and card associations, all of which provide unique insight into our business operations and strategy. The wide spectrum of Mr. Hart’s business and professional experience within the payments industry strongly complements the attributes of our other directors. Mr. Hart is the Chairman ofserves on our Corporate Governance and Nominating Committee. He also serves as the chairmanchair of the compensation committee and as a member of the governance committee of Mitek.

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Robert B. Henske.    Mr. Henske, age 54,56, has served as a director since January 2005. Mr. Henske isserved as a Senior AdvisorManaging Director at Hellman & Friedman LLC where he served as a Managing Director from July 2007 through 2014, and as a Senior Advisor from 2014 to 2014.2016. From May 2005 until July 2007, he served as Senior Vice President and General Manager of the Consumer Tax Group

of Intuit Inc. He was Intuit’s CFO from January 2003 to September 2005. Prior to joining Intuit, he served as Senior Vice President and CFO of Synopsys, Inc., a supplier of electronic design automation software, from May 2000 until January 2003. From January 1997 to May 2000, Mr. Henske was a partner at Oak Hill Capital Management, a Robert M. Bass Group private equity investment firm. Prior to that he was a Partner at Bain & Company. He holds a B.Sc. degree in Chemical Engineering from Rice University and ana M.B.A. (with distinction) in Finance and Strategic Management from The Wharton School at the University of Pennsylvania. Mr. Henske serves on the board of directors of Blackhawk Network Holdings, Inc., a prepaid payment network company. Mr. Henske was previously a member of the boards of directors of Applied Systems, Inc., Ellucian (formerly Datatel, Inc.) (as chairman)chair), Associated Materials LLC, Goodman Global, Inc., Activant Solutions (as chairman)chair), Iris Software Ltd. (as chairman)chair), OpenLink Financial (as chairman)chair), SSP Holdings (as chairman)chair), Williams Scotsman, Grove Worldwide, Reliant Building Products and American Savings Bank. In addition to other skills and qualifications, Mr. Henske brings to our Board significant finance and accounting experience through his former roles as CFO of large, global companies in the high technology industry. Mr. Henske’s leadership and management experiences, including his service as a director and committee member on the boards of a number of companies, provide valuable insight on dynamics and operation of our Board, particularly in its oversight role. Mr. Henske is ChairmanChair of our Compensation and Leadership Development Committee and also serves on our Audit CommitteeCorporate Governance and is one of our Audit Committee financial experts.Nominating Committee.

Wenda Harris MillardLarry A. Klane.    Ms. Millard,Mr. Klane, age 61,57, has served as a director since September 2012. Ms. MillardDecember 2017. Mr. Klane is PresidentaCo-Founding Principal at Pivot Investment Partners LLC, an investment firm founded in 2014 that is exclusively focused on financial technology and Chief Operating Officerfinancial services companies. Prior to Pivot, Mr. Klane was the Global Financial Institutions Leader at Cerberus Capital Management. In this capacity, he worked to maximize the value of MediaLink LLC (“MediaLink”),the firm’s financial services activities, including new transactions as well as the existing portfolio of companies. He served on the Board of Directors of Aozora Bank, a publicly-traded bank in Japan in which Cerberus held a controlling interest. Mr. Klane joined Cerberus after serving as Chair and CEO of Korea Exchange Bank, a leading publicly-traded Korean commercial and retail bank of approximately $100 billion of assets with an advisory firm that provides critical counsel and strategic directioninternational presence. He led the bank through the global financial crisis to the media, marketing, advertising, entertainmentlandmark sale by the Bank’s major private equity shareholder, the largest transaction in Korean banking history. He served as CEO from April 2009 to February 2012 and technology industries. Ms. Millardas Chair from November 2010 to February 2012. Prior to leading Korea Exchange Bank, Mr. Klane was President of the Global Financial Services division of Capital One Financial Corporation. He joined MediaLinkCapital One in April 2009. Previously, Ms. Millard2000 to help lead Capital One’s transformation to a diversified financial services business. His responsibilities during his tenure at Capital One included a broad range of consumer and business finance activities in the United States, Europe and Canada. He also oversaw all merger and acquisition activities. He served as President and Director of Media for Martha Stewart Living Omnimedia, Inc. from July 2007 to April 2009, andCapital One Federal Savings Bank as its Co-CEO from June 2008 to April 2009. From 2001 to 2007, Ms. Millard was Chief Sales Officer of Yahoo! Inc., overseeing the company’s advertising and marketing services. Prior to that, Ms. Millard served in a number of executive positions in publishing, advertising and online media, includingwell as President, Ziff Davis Internet, Inc. and Chief Internet Officer, Ziff Davis; EVP and General Manager, Network/Media of DoubleClick Inc.; President of Standard Rate & Data Service; Senior Vice President and Publisher of Family Circle Magazine for The New York Times Company; and as EVP and Publisher of Adweek Magazines. Ms. Millard holds a B.A. from Trinity College and an M.B.A. from the Harvard Business School. She currently also serves on the board of Millennial Media, Inc., a digital and mobile media advertising business, where she has served as a director since May 2009, and is a member of its compensation committee. Ms. Millard previously served on the boards of True North Communications Inc., a global advertising and communications company (formerly listed on the NYSE under the ticker “TNO” and acquired by The Interpublic Group of Companies in 2001) and Martha Stewart Living Omnimedia. In addition, she is a memberChair of the boardBoard of the James Beard Foundation and previously has also served as ChairmanCapital One Bank (Europe) Plc based in London, both subsidiaries of the Internet Advertising Bureau. Among other skills and qualifications, Ms. Millard is a seasoned executive with over thirty years in the publishing, advertising and online world. She is one of the early pioneers of internet advertising with demonstrated ability to drive growth and innovation in advertising and online media, including her contributions at DoubleClick, Ziff Davis, Yahoo! and Martha Stewart Living Omnimedia, which our Board believes is a valuable resource as we continue to expand activities of our payment-enabled media businesses and other strategic initiatives in advertising and digital media. Ms. Millard has served on our Compensation Committee since the date of her appointment to our Board.

Eitan Raff.Capital One Financial Corp. Mr. Raff, age 74, has served as a director since October 2007. Mr. RaffKlane currently serves as a financial consultant to Wolfson Clore Mayer Ltd.director of Nexi Group S.p.A, a leading privately held company in Italian payments, as well as Ethoca Limited, a privately held global network between issuers and as a senior advisor to Morgan Stanley.merchants. Mr. Raff alsoKlane serves on our Compensation and Leadership Development Committee. He is a graduate of Harvard College and the boardStanford Graduate School of directors of Alon USA Partners GP, LLC, a Delaware limited liability company that is owned by Alon USA Energy, Inc. and general partner of Alon USA Partners, LP, a Delaware limited partnership that owns and operates a crude oil refinery and markets and distributes petroleum products.Business. Mr. Raff is also on the board of Youth Leading Change, a non-profit association, and previously served as the Accountant General (Treasurer) in the Israeli Ministry of Finance. Mr. Raff holds a B.A. and M.B.A. from the Hebrew University of Jerusalem and, in 2012, received a Doctor Philosophiae Honoris Causa from the Hebrew University of Jerusalem. Mr. Raff currently serves on the boards of directors of Israel Corp. Ltd. and a number of privately-held corporations. Mr. Raff previously served as chairman of the board of directors of Bank Leumi le-Israel B.M., Bank Leumi

USA and Bank Leumi UK plc from 1995 until 2010. Mr. RaffKlane brings to our Board among other skills and qualifications, extensive and in-depthhis experience within the financial services industry,as a chief executive officer as well as globalhis extensive background in financial services and cultural aspects of operations and business management relevant to our strategic development. Additionally, Mr. Raff provides unique perspectives on corporate governance and administration based on his long tenure with Bank Leumi. Mr. Raff is a member of our Corporate Governance and Nominating Committee. He served until March 2015 on the investment and capital structure committee of Israel Corp. He currently serves on the audit committee of Alon USA Partners GP, LLC. While serving on the Bank Leumi le-Israel B.M. board, Mr. Raff served on a number of committees of the board of directors, including the committees on credit, finance, administration, conflicts of interest and risk management.payments.

Jonathan I. Schwartz.    Mr. Schwartz, age 50,52, has served as a director since June 17, 2014. Mr. Schwartz has served as the CEO and President of Care Zone Inc., an Internet service for family caregivers, since April 2010. From 1996 to February 2010, Mr. Schwartz served in various capacities at Sun Microsystems, Inc. prior to its acquisition by Oracle Corporation, including from April 2006 to February 2010 as CEO and a member of the board of directors. Prior to Sun, Mr. Schwartz was the founder, President and CEO of Lighthouse Design, Ltd., which was ultimately acquired by Sun in 1996, and began his career with McKinsey & Company, Inc. Mr. Schwartz serves on our Audit CommitteeCompensation and CompensationLeadership Development Committee. Mr. Schwartz also serves onwas previously a member of the board of directors of Silver Spring Networks, Inc., a provider of smart grid products, and is a member of its compensation committee. Mr. Schwartz brings to our Board proven operational and strategic expertise, with a strong background in technology and solutions. His experience as chief executive officer of a number of high-tech companies, as well as board and committee member of other high-tech public and private companies, provides our Board an important perspective in overseeing our business operations and strategy. Mr. Schwartz holds a B.A. in Mathematics and Economics from Wesleyan University.

Jane J. Thompson.    Ms. Thompson, age 64,66, has served as a director since March 2014. She is the founder and CEO of Jane J. Thompson Financial Services LLC, a management consulting firm advising businesses focused on in

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payments and serving the financial services needs of mass-market consumers (including large corporations, top management consulting firms, private equity firms and start-ups).services. From May 2002 to June 2011, Ms. Thompson founded and served as President of Walmart Financial Services, a division ofWal-Mart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, and was a partner with McKinsey & Company, Inc. advising consumer companies. Ms. Thompson serves on our Compensation and Leadership Development Committee and is the Chair of our Corporate Governance and Nominating Committee. Ms. Thompson also serves on the board of directors of Blackhawk Network Holdings, Inc., a prepaid payment network company, and its compensation committee; on the board of directors of On Deck Capital, Inc., an online lender to small businesses, and its risk management and audit committees; on the board of directors of Navient Corporation, a loanleading asset management servicing and asset managementbusiness processing services company, and its auditcompensation and finance/operations committees; and on the board of Mitek Systems, Inc., a software solutions company in mobile capture and identity verification, and its compensation and governance nominating committees. From 2012 to 2016 she served on the board of directors of Fresh Market, Inc., a specialty food retailer, and its audit and nominating committees. From 1995 to 1999, she servedMs. Thompson also serves on the board of directors of ConAgra Foods,Pangea Universal Holdings, Inc., a packaged foodprivately-held global mobile centric money transfer platform company, and its audit committee. Ms. Thompson brings to our board of directors extensive management experience leading multi-billion dollar organizations in the financial services, home services, retail ande-commerce industries, with expertise in the evolving relationship between retailers and consumers, as well as experience driving strategy and growth for large corporations. Ms. Thompson received a Master’s in Business Administration from Harvard Business School, where she was a Baker Scholar, and a Bachelor’s of Business Administration (summa cum laude) in Marketing from the University of Cincinnati.

Rowan Trollope.    Mr. Trollope, age 45, has served as a director since May 2017. Mr. Trollope is a26-year veteran of the enterprise software industry. He is currently Senior Vice President and General Manager, Applications Division at Cisco Systems, Inc., an information technology company headquartered in California and focused on delivery of integrated solutions to develop and connect information technology networks. Prior to joining Cisco in 2012, Mr. Trollope served as group president at Symantec Corporation overseeing sales, marketing and product development. Mr. Trollope serves on our Audit Committee. Mr. Trollope brings to the Board extensive experience in leading high-growth enterprise technology businesses in the cloud, security andsmall-to-medium size business sector, as well as deep technical and product expertise.

There are no family relationships among any director nominees or executive officers of Verifone.

Committee Membership

The table below summarizes membership information for each of our Board committees:committees as of February 8, 2018:

✓ = Member

ü= Member

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Audit Committee Financial Expert

Our Board has determined that each of Robert W. Alspaugh, and Robert B. Henske and Larry A. Klane is qualified as an Audit Committee financial expert within the meaning of SEC regulations. In making this determination, our Board considered the following qualifications: (a) understanding of United States generally accepted accounting principles (“GAAP”) and financial statements; (b) ability to assess the general application of GAAP to accounting for estimates, accruals and reserves; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be raised by our financial statements, or experience actively supervising persons engaged in these activities; (d) understanding of internal control over financial reporting; and (e) understanding of Audit Committee functions.

Director Compensation

Our Corporate Governance and Nominating Committee regularly reviews the compensation of the ournon-employee directors against peer group data and pay practices. During fiscal 2015, the compensation policy and levels for our Board remained the same as have been in place since March 2012. directors.

Eachnon-employee director was entitled to receive an annual cash retainer and a meeting attendance fee for service on our Board and Board committees during fiscal 20152017 as follows:

Annual cash retainer		$	55,000
Chairman of the Board cash retainer(1)		$	100,000
Annual committee chair cash retainers:
Audit Committee		$	20,000
Compensation Committee		$	10,000
Corporate Governance and Nominating Committee		$	10,000
Board and committee meeting in-person attendance fee		$	1,500
Board and committee meeting telephonic attendance fee		$	1,500

Annual cash retainer		$	70,000
Chair of the Board cash retainer(1)		$	100,000
Annual committee chair cash retainers(2):
Audit Committee		$	20,000
Compensation and Leadership Development Committee		$	10,000
Corporate Governance and Nominating Committee		$	10,000
Annual committee member cash retainers:
Audit Committee		$	14,000
Compensation and Leadership Development Committee		$	10,000
Corporate Governance and Nominating Committee		$	8,000

(1)	The ChairmanChair of the Board cash retainer is incrementalin addition to the annual cash retainer.

(2)	The annual committee chair cash retainers are in addition to the committee member cash retainers.

If our Board and/or a standing Board committee requires a greater than typical number of meetings in a given year, ournon-employee directors will be compensated an additional $2,000 per meeting. For this purpose, a “greater than typical number of meetings” is defined as greater than ten meetings in a given year for both our Board and our Audit Committee or greater than eight meetings in a given year for both our Compensation and Leadership Development Committee and our Corporate Governance and Nominating Committee. From time to time, our Board may establishnon-standing, limited purpose committees. Retainer and meeting fees for these committees are determined on a case by case basis.

In addition, eachnon-employee director is entitled to receive an annual equity award consistingin the form of an RSU award for shares of our common stock options and RSUs, each with a target value of $75,000 (for a total annual equity award of $150,000),$165,000, with such awards granted following the election of directors at each annual meeting. The grant date of these equity awards is the first trading day in the month following our annual meeting and the exercise price of the stock option grants is the closing price of our common stock on the grant date.stockholders. The number of shares of our common stock subject to the stock optionsRSU award is determined based on the Black-Scholes-Merton fair value as of the date of grant and the number60-calendar-day average closing price of shares of our common stock subject to the RSUs is determined based on the 60-calendar-day average closing stock price as of the date of grant, in each case rounded up to the nearest 500 shares.whole share. The annual equity awards vest in full on the first anniversary of the grant date. Stock options have a term of seven years.

The following table sets forth a summary of the compensation paid to and earned by our non-employee directors for services in fiscal 2015:

Fiscal 2015 Director Compensation Table

Name		Cash Fees				Option Awards(1),(2)				Stock Awards(1),(3)				All Other Compensation				Total
Robert W. Alspaugh		$	102,000			$	73,924			$	69,160			$	—			$	245,084
Karen Austin		$	80,500			$	73,924			$	69,160			$	—			$	223,584
Alex W. (Pete) Hart		$	180,000			$	73,924			$	69,160			$	—			$	323,084
Robert B. Henske		$	93,500			$	73,924			$	69,160			$	—			$	236,584
Wenda Harris Millard		$	68,500			$	73,924			$	69,160			$	—			$	211,584
Eitan Raff		$	70,000			$	73,924			$	69,160			$	—			$	213,084
Jonathan I. Schwartz		$	82,000			$	73,924			$	69,160			$	—			$	225,084
Jane J. Thompson		$	71,500			$	73,924			$	69,160			$	—			$	214,584

 

(1)	During fiscal 2015, each non-employee member of our Board who was a director after the close of our Annual Meeting of Stockholders on March 26, 2015 was granted an RSU award that could be settled for 2,000 shares of our common stock and a stock option to purchase 5,500 shares of our common stock. Amounts shown in these columns reflect the aggregate fair value of each award as of the grant date of such award computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 and do not reflect whether the recipient has actually realized a financial benefit from the awards. The fair value of option awards was estimated using the Black-Scholes-Merton option pricing model in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the assumptions used for the calculation of the grant date fair value of these awards, see Note 4,
				Employee Benefit Plans    2018 Proxy Statement    , in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended October 31, 2015.		17

(2)

As of October 31, 2015, the aggregate outstanding number of shares of our common stock subject to stock options held by each of our non-employee directors was as follows: Mr. Alspaugh, 42,750 shares; Ms. Austin, 11,000 shares; Mr. Hart, 42,063 shares; Mr. Henske, 45,500 shares; Ms. Millard, 20,000 shares; Mr. Raff, 33,125 shares; Mr. Schwartz, 11,000 shares; and Ms. Thompson, 12,500 shares.

(3)

As of October 31, 2015, the aggregate number of shares of our common stock for which the RSU awards held by each of our non-employee directors could be settled upon vesting was as follows: Mr. Alspaugh, 12,500; Ms. Austin, 2,000; Mr. Hart, 2,000; Mr. Henske, 12,500; Ms. Millard, 2,000; Mr. Raff, 2,000; Mr. Schwartz, 2,000; and Ms. Thompson, 2,000.

In December 2015, ourOur Board and our Corporate Governance and Nominating Committee conducted a periodic review of the compensation of the non-employee directors, which included an evaluation of peer group pay practices. Following that review, and upon recommendation of our Corporate Governance and Nominating Committee, our Board approved the following changes to the compensation arrangements of our non-employee directors, effective November 1, 2015:

The Boardhas also adopted the VeriFone Systems, Inc. Director Deferred Compensation Plan effective January 1, 2016, to permit ournon-employee directors to convert all or a portion (in 25% increments) of their annual cash retainer and committee cash retainers into fully vested deferred stock units.units (“DSUs”). For each such payment of fully vested stock units,DSUs, the number of stock units credited to an electing director is determined by dividing the product of the applicable percentage of the cash retainer payment elected to be converted and the applicable cash retainer payment by the closing price of shares of our common stock on the last trading day prior to the date the cash retainer payment would otherwise have been paid. The plan also permits ournon-employee directors to defer all or a portion (in 25% increments) of their annual grant of RSUs,RSU awards, subject to satisfaction of any applicable vesting conditions. Amounts under the plan are generally payable between the second and tenth anniversaries of grant for the deferred amounts (or earlier for death, disability or separation from service) based on the participating director’s deferral election.

OUR EXECUTIVE OFFICERS

Our executive officers are elected annuallyThe following table sets forth a summary of the compensation paid to and earned by our Board and serve at the discretion of our Board. Our current executive officers andnon-employee directors for their ages as of February 11, 2016 are as follows:service in fiscal 2017:

Fiscal 2017 Director Compensation Table

Name		Cash Fees				Option Awards				Stock Awards(1),(2),(3)				All Other Compensation				Total
Robert W. Alspaugh		$	112,000			$	—			$	157,209			$	—			$	269,209
Karen Austin(4)		$	—			$	—			$	249,857			$	—			$	249,857
Ronald Black(5)		$	—			$	—			$	—			$	—			$	—
Alex W. (Pete) Hart		$	180,500			$	—			$	157,209			$	—			$	337,709
Robert B. Henske		$	104,000			$	—			$	157,209			$	—			$	261,209
Eitan Raff(6)		$	78,000			$	—			$	157,209			$	—			$	235,209
Larry A. Klane(7)		$	—			$	—			$	—			$	—			$	—
Jonathan I. Schwartz		$	94,000			$	—			$	157,209			$	—			$	251,209
Jane J. Thompson		$	95,500			$	—			$	157,209			$	—			$	252,709
Rowan Trollope(8)		$	38,387			$	—			$	—			$	—			$	38,387

(1)

During fiscal 2017, eachnon-employee director who was a director after the close of our Annual Meeting of Stockholders on March 23, 2017 was granted an RSU award that could be settled for 8,484 shares of our common stock. Amounts shown in these columns reflect the aggregate fair value of each award as of the grant date of such award computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 and do not reflect whether the recipient has actually realized a financial benefit from the awards. Pursuant to SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the assumptions used for the calculation of the grant date fair value of these awards, see Note 4, Employee Benefit Plans, in the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K filed with the SEC for the fiscal year ended October 31, 2017.

(2)

As of October 31, 2017, the aggregate number of shares of our common stock subject to outstanding stock options held by each of ournon-employee directors was as follows: Mr. Alspaugh, 29,000; Ms. Austin, 11,000; Dr. Black, 0; Mr. Hart, 29,000; Mr. Henske, 29,000; Mr. Raff, 29,000; Mr. Klane, 0; Mr. Schwartz, 11,000; Ms. Thompson, 12,500; and Mr. Trollope, 0.

(3)

As of October 31, 2017, the aggregate number of shares of our common stock for which outstanding RSU awards held by each of ournon-employee directors could be settled upon vesting was as follows: Mr. Alspaugh, 22,040; Ms. Austin, 22,580; Dr. Black, 0; Mr. Hart, 8,484; Mr. Henske, 20,540; Mr. Raff, 8,484; Mr. Klane, 0; Mr. Schwartz, 8,484; Ms. Thompson, 15,040; and Mr. Trollope, 0.

(4)	The amount reported in the “Stock Awards” column reflects annual RSU awards of $157,209 and all of her cash retainer of $92,648 converted to stock units pursuant to the VeriFone Systems, Inc. Director Deferred Compensation Plan.

(5)	Dr. Black joined as a member of our Board, effective December 20, 2017.

(6)	Mr. Raff resigned as a member of our Board and the Corporate Governance and Nominating Committee, effective December 19, 2017.

(7)	Mr. Klane joined as a member of our Board, effective December 20, 2017.

(8)	Mr. Trollope joined as a member of our Board, effective May 18, 2017.

 

Name		Age18				Position
Alok Bhanot			47    2018 Proxy Statement			Executive Vice President, Engineering and Chief Technology Officer
Vin D’Agostino			52			Executive Vice President, Verifone Services
Paul Galant			48			Chief Executive Officer
Albert Liu			43			Executive Vice President, Corporate Development & General Counsel
Glen Robson			47			Executive Vice President, Verifone Systems
Marc Rothman			51			Executive Vice President and Chief Financial Officer

Alok Bhanot. Mr. Bhanot has served as our Executive Vice President, Engineering and Chief Technology Officer since December 2, 2013. Prior to joining Verifone, from June 2013 to November 2013, Mr. Bhanot served as an advisor of Walmart Labs, a unit of Walmart Global e-Commerce, and, from February 2011 to June 2013, as the founder and CEO of Inkiru, Inc., a provider of business intelligence/analytics technology, before it was acquired by Walmart in June 2013. Prior to that, from July 2010 to January 2011, Mr. Bhanot served as the Chief Technology Officer for Rent The Runway, Inc., a company that sells and rents women’s fashion products online, and, from April 2009 to June 2010, EVP for Cooliris, Inc., a software developer of photo viewing applications. From May 2007 to March 2009, Mr. Bhanot served as Vice President, Risk Technology of PayPal and, from January 2006 to March 2009, Vice President, Corporate Architecture of eBay, Inc. Before joining eBay, Inc., from January 2000 to March 2002, Mr. Bhanot served as the Chief Technology Officer of Gradience, Inc., a market data analytics provider. Mr. Bhanot graduated from University of Roorkee (Indian Institute of Technology) with a Bachelor’s degree in Mechanical Engineering.

Biographical information for Mr. Galant is set forth above.

Albert Liu. Mr. Liu serves as our Executive Vice President, Corporate Development and General Counsel. Mr. Liu joined Verifone in October 2008, as Senior Vice President, General Counsel and Corporate Secretary, and was named EVP, Corporate Development in August 2011. In his capacity Mr. Liu also serves as Chief Compliance Officer. Prior to joining Verifone, he was Vice President, Legal and Corporate Development, and Company Secretary for NETGEAR, Inc., a provider of networking solutions, since October 2004. Mr. Liu also previously served as General Counsel, Director of Human Resources and Secretary of Turnstone Systems, Inc., a supplier of digital subscriber line testing equipment and General Counsel and Secretary for Yipes Enterprise Services, a provider of Ethernet connectivity services. Mr. Liu began practicing law with the firm of Sullivan & Cromwell in New York, advising clients on all aspects of corporate and securities law, leading public and private securities offerings, and negotiating and finalizing venture capital investments and contracts. Before entering the legal field, he was a software engineer at Tandem Computers. He holds dual degrees in Computer Science and Political Science from Stanford University, and a J.D. (magna cum laude) from the University of California, Hastings College of the Law. He is a member of the State Bar of California.

Glen Robson.Mr. Robson has served as our Executive Vice President, Verifone Systems since January 2015. Prior to joining Verifone, Mr. Robson spent 10 years with Dell, Inc. leading its engineering organizations,

has served as General Manager and Vice President for Dell’s SMB and Consumer Product Group and most recently as Chief Technology Officer for Dell’s Client Product Group. Prior to Dell, Mr. Robson held various engineering management positions at Sun Microsystems. Mr. Robson holds a Bachelor of Arts in Public Policy from the University of Northumbria and a Master of Science in Computer Science from the University of Kent.

Marc Rothman. Mr. Rothman has served as our Executive Vice President and Chief Financial Officer since February 2013. Prior to joining Verifone, Mr. Rothman served as the CFO of Motorola Mobility, Inc., where he oversaw global financial strategy, financial analysis and reporting, regulatory financial compliance, restructuring activities, and mergers and acquisitions, including his leadership in Motorola Mobility’s spin-off transaction from its former parent company, Motorola, Inc., as well as the sale of the company to Google in May 2012. At Motorola, he also held a number of senior finance leadership positions across the company, including serving as chief financial officer in several of its business segments (Public Safety, Networks and Enterprise, and Mobile Devices). Mr. Rothman joined Motorola, Inc. through the acquisition of General Instrument in 2000, and at that time he was vice president and corporate controller. He began his career at Deloitte & Touche LLP. Mr. Rothman is a Certified Public Accountant (inactive) in the State of California and graduated from Stockton University (formerly Richard Stockton College) with a Bachelor’s degree in Business.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program and discusses the compensation for our fiscal 20152017 named executive officers (“NEOs”(our “NEOs”). Our fiscal 20152017 NEOs are:

Overview

In this CD&A, we begin by describing our ongoing interaction with our stockholders about our executive compensation program, and the many enhancements we have made in response to their feedback over the past several years. At our most recent Annual Meeting of Stockholders in March 2017, approximately 92% of the votes cast on our proposal with respect to the compensation of our named executive officers were voted in favor of the proposal. We also provide highlights of our business performance in 2017, which serve as critical context for the compensation decisions made under our executive compensation program. Second, we review the structure of our executive compensation program and our philosophy of aligning pay with performance, supported by recent compensation outcomes demonstrating how strongly our program aligns realized pay with performance. Third, we describe and analyze the compensation decisions for our NEOs for fiscal 2017. Finally, we provide supplementary information on several aspects of our executive compensation program.

Stockholder Advisory Vote on Executive Compensation and Stockholder Engagement

At our 2017 Annual Meeting of Stockholders, we conducted aOverviewnon-binding stockholder advisory vote on the fiscal 2016 compensation of the named executive officers (commonly known as a“Say-on-Pay” vote). Approximately 92% of the votes cast on the proposal were voted in favor of our named executive officer compensation.

As part of our ongoing stockholder engagement program, we reached out to stockholders representing over 50% of our outstanding shares of common stock to obtain feedback on our executive compensation program, policies and practices to assist our Board in better understanding our stockholders’ views and determining whether changes to our executive compensation program were warranted. Members of management, including our CEO and CFO, investor relations, legal and human resources, participated inin-person and telephonic discussions with stockholders in the spring and fall of 2017. The feedback from these discussions was collected and communicated to our Board and the Compensation and Leadership Development Committee (the “Committee”).

Based in part on the feedback from our stockholders over the last three years, our Board and the Committee have taken the following actions described below:

				2018 Proxy Statement		19

We value the insights gained from our discussions with our stockholders and find them to be critically important as the Committee considers and adopts policies affecting our executive compensation program. Our Board and the Committee will continue to consider the outcome of futureSay-on-Pay votes, as well as feedback received through our ongoing stockholder engagement activities, to understand their views on our executive compensation program, policies and practices when reviewing our executive compensation program and making compensation decisions for our executive officers.

We arealso engage with our stockholders on a global leaderregular basis on various corporate governance matters. In December 2016, as part of our continuing efforts to reflect corporate governance best practices, we adopted a “proxy access” amendment to our bylaws which will enable a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in secure electronic payment solutionsour proxy materials director nominees constituting up to two nominees or 20% of our Board, whichever is greater, provided that the stockholder(s) and nominee(s) satisfy the requirements set forth in our bylaws.

Consistent with the recommendation of our Board at our 2017 Annual Meeting of Stockholders regarding the frequency of futureSay-on-Pay votes and the preference of our stockholders as reflected in the vote on the frequency of futureSay-on-Pay votes conducted at our 2017 Annual Meeting of Stockholders (commonly known as a“Say-When-on-Pay” vote), our Board has adopted a policy providing for annualSay-on-Pay votes to approve the compensation of our named executive officers. Accordingly, the nextSay-on-Pay vote will take place at our 2019 Annual Meeting of Stockholders.

Alignment of Compensation and Performance—Realized Pay

Recent compensation outcomes demonstrate how our executive compensation program effectively aligns realized compensation with our financial performance. Over the last two years, realized compensation materially decreased in light of the Company’s performance.

				2018 Proxy Statement		21

Fiscal 2017 Business Highlights—Executing our Long-Term Strategy

The following business highlights contain critical context for our executive compensation decisions for fiscal 2017.

In fiscal 2015,2017, we continued to make significant progress on ourthe broad multi-year transformation initiative to realignof our business, which initiative was launched when Mr. Galant joined uswas appointed our CEO in October 2013. Since Mr. Galant joined us, we have shifted our business strategy from that of primarily a hardware provider of traditional electronic payment terminals to that of a payment and commerce services provider. To this end, we intend to scale our next-generation devices and link our device footprint to our cloud infrastructure. We believe that this multi-year transformation to a payment and commerce services provider is our most critical mission. Mr. Galant and our management team have made crucial steps toward this mission by embarking on a company-wide restructuring, overhauling our business strategy, improving our product development process and introducing several new products which began to launch at scale in fiscal 2017, expanding our services offerings, building our cloud infrastructure, improving our supply chain and recruiting key employees across our business lines. At the same time, althoughAs part of this transformation, we seek to help our clients navigate current market forces such as:

Although we experienced significant currency headwindsa decline in our revenue andearnings-per-share in fiscal 2015,2017, we strengthenedcontinued our financial and operational performance while undertakingmost comprehensive product update in over a significant expansion to take advantagedecade, which will launch a new set of global opportunities for our products and services. In addition, onover the product side,upcoming year that we believe will enable us to significantly enhance the services offerings that we provide our product and services roadmap is our most robust in at least the past decade.

clients. We believe that, under our CEO’sMr. Galant’s leadership, our management team has made significant stridesprogress in positioning us for a critical role in the future evolution and growth of our industry. Consistentindustry and in our goal of providing growth of digital payments services.

At the same time, in response to our ongoing interaction with this belief, we note that, from the time Mr. Galant joined us on October 1, 2013 through October 31, 2015, the end ofour stockholders in fiscal 2015, 2016 and 2017, we have enhanced our executive compensation program to ensure it is robust and rigorous and that our compensation program, as well as the market priceamounts ultimately realized by our NEOs, is closely tied to our performance. We believe that the results of our common stock has increased from $23.00 per share to $30.14 per share, resultingthis approach in totalfiscal 2017 demonstrate this rigor and alignment with stockholder return of 31% during that period.

Fiscal 2015 Business Highlightsinterests.

Mr. GalantGalant’s and our management team’s efforts enabled Verifone to achieve the following business highlights in fiscal 2015 (please see Appendix A for a reconciliation of non-GAAP net-income per diluted share, free cash flow and other non-GAAP measures):

Highlighted below are our Non-GAAP net revenues and Non-GAAP diluted earnings per share, or EPS, during the eight quarters since Mr. Galant joined us in October 2013:

The following are our GAAP net revenues and GAAP EPS for the same performance periods ($ in millions, except per share information).

		Q1 FY14				Q2 FY14				Q3 FY14				Q4 FY14				Q1 FY15				Q2 FY15				Q3 FY15				Q4 FY15
GAAP net revenues		$	436			$	466			$	476			$	491			$	486			$	490			$	510			$	514
GAAP EPS		$	(0.15	)		$	(0.22	)		$	(0.26	)		$	0.27			$	0.12			$	0.15			$	0.08			$	0.33

Please see Appendix A for a reconciliation of (1) non-GAAP net revenues to GAAP net revenues; and (2) non-GAAP net income to GAAP net income (loss) and non-GAAP EPS to GAAP EPS for each of the above periods.

We believe that the performance of our executives is a critical part of our executing successfully on our overall transformation, restructuring and strategic plan. Key measures of our financial and operational performance include Non-GAAP net revenues and Non-GAAP EPS. Accordingly, both financial measures, along with performance goals designed to incentivize long-term consistent achievement against net revenues and EPS goals, were key measures of our executives’ performance for fiscal year 2014 and 2015.

Redesign of Executive Compensation Program

Consistent with the launch of our transformation initiative, starting in fiscal 2014 we have substantially redesigned our executive compensation program to better align our executive officers’ target total direct compensation opportunities with our ability to achieve and sustain long-term stock price growth.

Fiscal 2014 and 2015 Changes2017:

 

•

Re-designStrong TSR Performance.    TSR improved from a negative 48.6% for fiscal 2016 to a positive 23.3% for fiscal 2017, which was in line with the fiscal 2017 2540 Global Industry Classification Standards median TSR of 26.2% and the fiscal 2017 S&P MidCap 400 Index TSR of 23.0%.

Growth in Services Net Revenues.    Services net revenues growth of $18.8 million (2.4%) compared to fiscal 2016, reaching 42% of total net revenues from 38% of total net revenues, year over year, reflecting progress executing our strategy to transform from primarily a terminal sales company to a platform services company.

Strong Cash Flow.    Net cash provided by operating activities of $166 million and free cash flow of $99 million.

22				2018 Proxy Statement

Our improved TSR performance in fiscal 2017 aligned with the compensation paid to our CEO and NEOs in fiscal 2017 and was reflected in the payout of 67% of their target short-term incentive compensation opportunity to our NEO and other executives in fiscal 2017 compared to no short-term incentive compensation paid to any NEO or executive in fiscal 2016.

Please see Appendix A for a reconciliation of free cash flow, anon-GAAP financial measure, to net cash provided by operating activities.

Summary of 2017 Executive Compensation Actions

For fiscal 2017, the Committee took the following key compensation actions with respect to the compensation of our NEOs:

OurPay-for-Performance Philosophy in Action

Despite our management team’s focus on key strategic and financial goals and the progress described in the “Fiscal 2016 Changes

Our Compensation Committee has also made the following changes to2017 Business Highlights—Executing our executive compensation program which will be effective in fiscal 2016:Long-Term Strategy” section above, we did not meet all of the

	•
				2018 Proxy Statement		Maximum Payouts23

financial objectives for our short-term incentive compensation plan, as established by the Committee. As a result, each NEO and our entire executive leadership team earned only 67% of their target short-term cash incentive compensation awards.

As discussed under “Detailed Review of Compensation Decisions—Long-Term Incentive Compensation” below, our relative TSR performance in our fiscal 2015P-RSU awards fell short of the threshold performance level set by the Committee. Accordingly, no portion of our fiscal 2015P-RSU awards were paid out upon measurement in January 2018. Furthermore, although the values ultimately realized under ourP-RSU awards will depend on the value of our stock price as of the end of a three-year performance period, if the fiscal 2016P-RSU awards granted as part of the LTI in January 2016 were measured from their grant date to October 31, 2017 and paid as of October 31, 2017, no payouts would have been made under theseP-RSU awards. As illustrated in the table below, the realizable compensation for our CEO over the last three fiscal years (2015-2017) is significantly less than the annual total compensation amounts reported in the Fiscal 2017 Summary Compensation Table and demonstrates an effective“pay-for-performance” relationship when we have not performed to planned expectations.

Stockholder Advisory Vote on Executive Compensation

24				2018 Proxy Statement

Our stockholders approved the fiscal 2014 compensation of the named executive officers with approximately 83% of

the votes cast in favor of the proposal (an increase from 79.2% for fiscal 2013). We believe that this result demonstrates that our stockholders are generally supportive of our executive compensation program and the changes we have made over the past eighteen months.

As our Compensation Committee has reviewed our executive compensation policies and practices since that vote, it has been mindful of the strong support our stockholders have expressed for our approach to executive compensation. As a result, following our annual review of our executive compensation philosophy, our Compensation Committee decided to retain our general approach to executive compensation. Upon consideration of the vote results and feedback from discussions with our stockholders (as described below), our Compensation Committee made the following enhancements to our executive compensation program:

We value the insights gained from our discussions with our stockholders and find them to be helpful as our Compensation Committee considers and adopts policies affecting our executive compensation program. We value the opinions of our stockholders and will continue to consider the outcome of future Say-on-Pay votes, as well as feedback received through our stockholder engagement activities and throughout the year to understand their views on our executive compensation philosophy, policies, and practices, when making compensation decisions for our executive officers.

Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the advisory vote on the frequency of future Say-on-Pay votes conducted at our 2011 Annual Meeting of Stockholders (commonly known as a “Say-When-on-Pay” vote), our Board has adopted a policy providing for annual Say-on-Pay votes on the compensation of the named executive officers. Accordingly, following the Annual Meeting of Stockholders to which this Proxy Statement relates, the next Say-on-Pay vote will take place at our 2017 Annual Meeting of Stockholders. Further, following the Annual Meeting of Stockholders to which this Proxy Statement relates, the next Say-When-on-Pay vote will also take place at our 2017 Annual Meeting of Stockholders.

Executive Compensation Program

Objectives

We believe that highly talented, dedicated, and results-oriented management is critical to our growth and long-term success. Our executive compensation program, which is subject to the oversight of our Board and our Compensationthe Committee, is designed to:

				2018 Proxy Statement		25

Structure,Executive Compensation Elements

26				2018 Proxy Statement

The foregoing elements combine to promote the extent deemed practicablecompensation objectives that we have described above. The Committee believes that a balanced mix of both short-term cash incentives and long-term equity incentives are appropriate byto implement our overall compensation strategy. The percentage that these elements represent of compensation granted in fiscal 2017 to our CEO and, on average, our other NEOs is set forth below:

2017 NEO Compensation Mix

The Committee considers long-term equity awards as the bonuses paidmost effective component of our executive compensation program for attracting and retaining executive talent, and incentivizing long-term performance that aligns with the interests of our stockholders. Accordingly, in setting executive compensation, the Committee has generally allocated executive compensation opportunities more heavily toward long-term equity awards. Moreover, in any particular performance period, assuming strong company and/or individual performance, the Committee may use equity awards for retention purposes or to incentivize performance in cases where the NEOs to be tax deductible to us as “qualified performance-based compensation” under Section 162(m)nature of an executive’s future performance goals merits a higher award commensurate with higher target achievement for the IRC.

•

“Double-Trigger”Change-of-Control Arrangements.    Allchange-of-control payments and benefits are based on a “double-trigger” arrangement (that is,they require both achange-of-control of the CompanyVerifoneplusa qualifying termination of employment before payments and benefits are paid);.

Executive Compensation Elements

Each compensation element is structured to recognize individual performance and intended to incentivize both short- and long-term performance. Our compensation program consists of the following short-term and long-term elements:

Short-term elements

Long-term elements

The foregoing elements combine to promote the compensation objectives that we have outlined above. Our Compensation Committee believes that a mix of both short-term cash incentives and long-term equity incentives are appropriate to implement our overall compensation program.

Within our executive compensation program, our Compensation Committee considers long-term equity awards as the most effective component of our executive compensation program for attracting and retaining executive talent, and incentivizing long-term performance that aligns with the interests of our stockholders. Accordingly, in setting executive compensation, our Compensation Committee has generally allocated executive compensation opportunities more heavily toward long-term equity awards rather than cash compensation. Moreover, in any particular performance period, assuming strong company and/or individual performance, our Compensation Committee may use equity awards for retention purposes or to incentivize performance in cases where the nature of an executive’s future performance goals merits a higher award commensurate with higher target achievements for the performance period.

Executive Compensation Highlights

Over the past three years, we have made significant changes to our senior management team, including the appointment of Mr. Rothman as our Chief Financial Officer in February 2013, Mr. Galant as our CEO in October 2013, Mr. Bhanot as our Executive Vice President, Engineering and Chief Technology Officer in December 2013, and, most recently, the appointment of Mr. Robson as our Executive Vice President, Verifone Systems in January 2015. In hiring these individuals, our Board sought new executive talent with substantial strategic experience in the financial technology industry and technical expertise relevant to our systems and solutions, and also executives with demonstrated leadership and success at organizations with greater scale or complexity than ours in order to position ourselves for growth.

For fiscal 2015, our Compensation Committee took the following key compensation actions with respect to the compensation of our NEOs:

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Compensation Terms with Fiscal 2015 NEOs

Our current arrangements with our NEOs relate in part to terms that we negotiated with each NEO when he was hired. The pay levels and awards reflected in the employment arrangements for these executives were a result of extensive negotiations with the executives, taking into account the totality of the circumstances and the competitiveness in our industry for executive talent. While our Compensation Committee references our executive compensation program and policies in negotiating compensation for new executives, our Compensation Committee also places significant weight on each candidate’s specific qualifications, other competitive opportunities available to the candidate, the candidate’s current compensation package, including value of any compensation forfeited in leaving a position to join Verifone, and the initial compensation packages of individuals in similar leadership positions at our peer group companies, companies that compete with us for executive talent (including companies with organizations and operations of greater complexity or larger scale than ours), and other companies in our industry based on information provided by our Compensation Committee’s compensation consultant. For example, our Compensation Committee may agree to a cash or equity bonus award upon an executive’s employment start date, or may provide for minimum bonus payouts for specified periods, to replace or “make whole” compensation foregone by an executive in order to accept employment with us. Our Compensation Committee also gives significant consideration to each candidate’s intended role and responsibilities, including the criticality of his or her role to our ability to successfully execute on our business and transformation plan.

Negotiated terms at the time of hire are intended to be specific only to the new hire compensation for the executive. Ongoing compensation will be determined based on performance and the principles of our executive compensation program. On an ongoing basis, our Compensation Committee would continue to give significant

weight to an executive’s experience, background and demonstrated leadership, particularly at companies of greater complexity or larger scale of operations than ours, in evaluating whether an executive’s total compensation is competitive and sufficient to retain an executive. For more information on the compensation terms provided to our NEOs, see the discussion under “Employment Agreements and Offer Letters” below.

Determination of Compensation

Role of our Compensation and Leadership Development Committee in Determination of Executive Compensation

Our CompensationThe Committee reviews our executive compensation program, policies and practices annually. Our CompensationThe Committee analyzes all existing elements of compensation (including base salary, annualshort-term cash incentive compensation awards and long-term incentive compensation) for each executive officer and considers, among other things, the retention value of the long-term equity awards and overall competitiveness of the program. In evaluating the competitiveness of our executive compensation program and setting executive compensation levels, our Compensation Committee compares each compensation element separately, and in total, to compensation at the peer group companies or other surveyed companies where peer group information is not available for a particular position. Our Compensationofficer. The Committee evaluates each component of our compensation program to provide the appropriate incentives to meet our compensation objectives both individually and in the aggregate.

In determining the compensation of each executive officer, including each NEO, our Compensationthe Committee considers a number of factors and data points, including the following factors:following:

The Committee’s goal in its deliberations is to award compensation that is reasonable in relation to the objectives of our executive compensation program when all elements of potential compensation are considered. The Committee uses the compensation data and market trends described below as an important factor in setting the compensation of our executive officers. This data is one of a number of factors in the Committee’s decisions regarding compensation and pay practices, and it generally uses such data and trends as a reference point rather than as a strict benchmarking tool in making decisions as to whether the contributions and responsibilities of each NEO are properly reflected in his or her compensation. Where an executive officer’s role comprises more than one function or area of responsibility, the Committee consults with its compensation consultant to evaluate additional data and recommendations in adjusting such executive officer’s compensation to reflect his or her role.

As part of its annual process to set executive compensation, the Committee considers competitive compensation levels for each compensation element based on peer group companies and competitive market data. Assessments are made on anexecutive-by-executive basis, with consideration of the size and complexity of each executive officer’s business unit or function, as well as their individual roles and responsibilities. The

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Committee places substantial weight on whether the compensation will incentivize superior performance as well as on the overall competitiveness and retention value of an executive officer’s compensation. With respect to executive officers other than our CEO, the Committee also places substantial weight on performance reviews measuring objective standards of such executive officers that are made by our CEO. The Committee evaluates the competitiveness within our industry for executive talent of the caliber that we desire and also gives consideration to organizational factors that may impact retention of our executive officers. Several of our recent management changes have included the addition of executive officers with extensive executive leadership experience and a level of expertise at organizations that are larger in scale and complexity than ours and our peer group companies. The Committee takes into consideration the value to Verifone of such individual’s experience and level of expertise in setting compensation.

Our current arrangements with our NEOs relate in part to terms that we negotiated with each NEO when he was hired. The pay levels and awards reflected in the employment arrangements for these executive officers were a result of extensive negotiations with each of them, taking into account the totality of the circumstances and the competitiveness in our industry for executive talent. Negotiated terms at the time of hire are intended to be specific only to the new hire compensation for the executive officer. Ongoing compensation will be determined based on performance and the principles of our executive compensation program. On an ongoing basis, the Committee would continue to give significant weight to an executive’s experience, background and demonstrated leadership in evaluating whether an executive’s total compensation is competitive and sufficient to retain an executive. For more information on the compensation terms provided to our NEOs, see the discussion under “Employment Agreements and Offer Letters” below.

Role of Compensation Consultant

Our CompensationThe Committee retains and consults with a compensation consultant on our overall compensation program strategy and the competitiveness of our executive compensation program, and considers the input of the compensation consultant in making compensation decisions. Our CompensationThe Committee also considers information from its compensation consultant regarding the compensation levels of companies within our industry and other industries that compete for the same talent. We also subscribe to third-party compensation survey and advisory services that allow us and our Compensationthe Committee to access reports and compensation survey data for comparative purposes. In determining compensation policies and practices for our NEOs, our Compensationthe Committee also considers the executive compensation policies periodically published by the major proxy advisory firms.

Neither we nor our Compensation Committee has maintained any long-term contractual relationship with any compensation consultant, but inIn recent years, our Compensationthe Committee has retained Compensia, a national compensation consulting firm, to provide relevant competitive market data and compensation advisory services in connection with its review and determination of compensation for our executive officers, including our NEOs. NeitherDuring fiscal 2017, neither Compensia nor any of its affiliates provided any services to us other than the services provided to our Compensationthe Committee. During fiscal 2015, our Compensation2017, the Committee conducted an independence evaluation of Compensia pursuant to SEC rules and the NYSE listing standards, including a consideration of any potential conflict of interests, prior to its engagement of Compensia and concluded that Compensia was independent. Compensia reports directly to our Compensationthe Committee and may be terminated or replaced at any time at our Compensationthe Committee’s sole discretion.

Competitive Market Data

Our CompensationThe Committee considers compensation-related market and peer group company data, as well as additional survey data in making executive compensation decisions. PeerOur compensation peer group companies consistconsists of companies that are likely to compete with us for business and/or for executive talent, and were selected using an objective, “formula-based” approach which was developed as a formula-based approach. Thedirect result of stockholder feedback. This formula-based approach identifies companies with the following company characteristics:

The criteria used for the selection of peer group companies and competitive market data are intended to enable comparisons to companies with whom we compete for business and/or executive talent. Based on the components of our formula, our

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Our formula-based approach also seeks to maintaindevelop a compensation peer group that places us at approximately the average of the range of market capitalization and revenue of our peer companies. Although we are using a consistent policy approach, there was a significant amount of turnover in our peer companies due to the decline in our market capitalization in 2016 when the peer group companies.was established. The companies in our compensation peer group were updated to reflect this reduction in our market capitalization in order to align ourselves more closely to the compensation peer group from a market capitalization perspective. Due to the formulaic nature of our approach, changes in our market capitalization or revenues will impact the composition of our compensation peer group; however, it is our goal to reduce the number of changes year-over-year absent a significant change in market capitalization or revenues.

Verifone’s position as compared to the companies in our fiscal 2017 compensation peer group based on market capitalization and revenues is set forth below:

The following companies made upcomprised the compensation peer group companies for fiscal 2015, with changes from fiscal 2014 resulting from companies being added (Cree, Inc., EchoStar Corporation, Sapient Corporation, Take-Two Interactive Software, Inc., Trimble Navigation, Ltd. and ViaSat Inc.) or removed (Belden Inc., Blackhawk Network Holdings, Inc., CoreLogic, Inc., Cypress Semiconductor Corporation, SunPower Corporation and Synaptics, Inc.)2017 based on the application of the formula-based approach and either meeting or no longer meeting the criteria:approach:

Where additional market data is needed for the evaluation of compensation for our executives,executive officers, including when there is insufficient peer company information available, our Compensationthe Committee uses compensation survey data for companies generally with the same characteristics noted above, and that are likely to compete with us for executive talent. For fiscal 2015,2017, additional competitive market data was provided from the Radford Global Technology Compensation Survey of companies with annual revenues in the range of $1.0 billion to $3.0 billion.

Compensation Committee Evaluation of Competitive Data

InformationThe competitive data reviewed by our Compensationthe Committee includes analyses of base salary, total cash compensation, long-term incentive compensation value and total direct compensation of our peer group companies and additional competitive market data prepared by its compensation consultant. In preparing for its annual review of executive compensation, our Compensationthe Committee seeks advice from its compensation consultant with respect to the individual elements of executive compensation, as well as the competitiveness of our executive compensation program compared to the compensation peer group companies and other competitive market data, and taking into account any changes to the competitive environment for executive talent in our markets. In evaluating executive compensation and our executive compensation program, our Compensationthe Committee takes into account our 1-yearone-year and 3-yearthree-year financial performance based on parameters such as net revenues, operating income trend, net income trend, market capitalization growth and TSR, compared to ourthe compensation peer group companies and other competitive market data.

Our Compensation Committee’s goal in its deliberations is to award compensation that is reasonable in relation to the objectives of our compensation program when all elements of potential compensation are considered. Our Compensation Committee uses the compensation data and market trends described above as an important factor in setting executive compensation. This data is one of a number of factors in our Compensation Committee’s decisions regarding compensation and pay practices, and it generally uses such data and trends as a reference point rather than as a strict benchmarking tool in making decisions as to whether the contributions and responsibilities of each NEO are properly reflected in his or her compensation. Where an executive’s role with Verifone comprises more than one function or area of responsibility, our Compensation Committee consults with its compensation consultant to evaluate additional data and recommendations in adjusting such executive’s compensation to reflect his or her role.

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Role of CEO in Determining Executive Compensation for NEOs

Our CEO completes an annual performance evaluation with each of our executive officers, including each of the other NEOs, and provides recommendations to our Compensationthe Committee with respect to the determination of compensation for our NEOs;their compensation; however, our CEO does not make a recommendation as to his own compensation. While our Compensationthe Committee uses this information and values our CEO’s recommendations, it ultimately exercises its own judgment in setting each NEO’s compensation. Our CEO was not present at any Compensation Committee discussions regarding his own compensation.

Employment-Related AgreementsEmployment Arrangements with the NEOs

We may enter into arrangementswritten agreements with one or more of our executivesexecutive officers related to specific employment or compensation terms. Our CompensationThe Committee makes the determination as to the terms and conditions of our arrangementsagreements with our executives.executive officers. In general, our Compensationthe Committee considers whether an agreement is necessary to

obtain a measure of assurance as to the executive’sexecutive officer’s continued employment in light of prevailing market competition for the particular position held by the NEOindividual and the importance of the particular position to our operations and strategic plan, or if our Compensationthe Committee determines that an employment agreement is necessary and appropriate to attract, motivate, and retain executive talent in light of market conditions, the prior experience of the executive,individual, or our practices with respect to other similarly situated employees.

Only one of our NEOs, Mr. Robson, joined the Company during fiscal 2015. Mr. Robson’s employment agreement is highlighted below. Employment agreements and offer letters for otherour NEOs are summarized in the section “Employment Agreements and Offer Letters” below.

Mr. Robson

Mr. Robson joined us as EVP, Verifone Solutions in January 2015. In setting his compensation, key considerations in addition to peer group company data points included Mr. Robson’s compensation at his then-current executive position as Chief Technology Officer for Dell’s Client Product Group and his extensive experience as an innovator for new products and technologies. In addition to setting an initial annual base salary and target annual cash bonus opportunity, Mr. Robson’s offer letter included the following negotiated provisions:

Sign-On Bonus. A sign-on bonus of $1,600,000 payable within ten business days of his employment start date of January 19, 2015, subject to (i) return of the full bonus in the event he resigns without good reason or if his employment is terminated for cause (in each case as such terms are defined in our Executive Severance Policy) on or before the second anniversary of his employment commencement date; and (ii) return of $1,000,000 of the bonus if such resignation or termination for cause occurs after the second anniversary but before the third anniversary of his employment commencement date.

Long-Term Incentive Equity Awards. An initial RSU award with a grant date fair market value of $3,000,000, 50% of which will cliff vest on the first anniversary of the date of grant (which anniversary will occur on February 2, 2016) and 50% of which will cliff vest on the second anniversary of the date of grant.

Relocation expenses. Reimbursement of reasonable relocation and temporary housing expenses (not to exceed six months) up to $150,000, for his relocation to our corporate headquarters in California. Such reimbursement does not include a gross up for any associated income taxes.

Severance and Change of Control. Certain severance payments and benefits as described under “Potential Payments Upon Termination or Change of Control—Severance Arrangements” below.

Mr. Robson’s initial compensation package also includes terms which were intended as one-time “make-whole” components and were designed to be competitive with the terms of his compensation at Dell. Our Compensation Committee does not consider such compensation components to be typical of our compensation program or philosophy and are not components in our Compensation Committee’s ongoing executive compensation decisions, but rather were appropriate in order to recruit Mr. Robson as our EVP, Verifone Solutions.

Fiscal 20152017 Executive Compensation Decisions

Detailed Review of Compensation Decisions

Base Salary

Our CompensationThe Committee reviewed the base salary for our NEOs at the beginning of fiscal 20152017 and decided to maintain the same annual base salary for fiscal 20152017 as for fiscal years 2014 and 20132016 for Messrs. Galant, Rothman, Liu, Robson and Liu. Mr. Bhanot joined us in December 2013D’Agostino. The base salaries of Messrs. Galant, Rothman and his annualLiu have remained the same since at least fiscal 2013. The base salary for 2015 was maintained atof Mr. Robson has remained the same levelsince he was appointed as forour Executive Vice President, Global Head of Solutions in fiscal 2014. Mr. Robson joined us in January 2015 and his annual base salary for fiscal 2015 was determined in arm’s-length negotiation with him.2015. The following table sets forth the annual base salaries for fiscal 20152017 for our NEOs:

Base salaries have been maintained at the same level for fiscal 2018.

Short-Term Cash Incentive Compensation

Our CompensationThe Committee uses the short-term incentive compensation opportunitiesplan to incentivize achievement of certain short-term corporate objectives as reflected in our annual operating plan. The performance measures and related target levels are established at the beginning of each fiscal year based on our annual operating plan as approved by our Board at that time and are generally set at the higher end of the range ofor above our planned growth. On an individual basis, each NEO is given a set of performance objectives that are aligned with our annual operating plan, strategic goals, and transformation initiatives, which are set out in the form of a “scorecard.”announced guidance. The fiscal 20152017 corporate financial performance objectives, a detailed summary of each NEO’s fiscal 2015 scorecardand strategic performance objectives and our actual achievement versus such objectives are discussed in further detail below under “Fiscal 2015“Fiscal 2017 Short-Term Cash Incentive Compensation.Compensation Summary” and “Fiscal 2017 Short-Term Cash Incentive Compensation Results” below.

In selecting the performance measures and related target levels for our short-term incentive compensation opportunities, our Compensationthe Committee balances the consideration of the likelihood of achieving such performance

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objectives with the effectiveness of such objectives in incentivizing our NEOs’ performance, consistent with similar considerations when management prepares our annual operating plans. Our Compensationplan. The Committee aims to set company-wide financial performance target levels that are expected to be attainable with meaningful effort. On a year-over-year basis, we typically plan for a certain growth rate in each of the financial performance measures when setting the related target levels, after taking into account growth opportunities, strategic initiatives and market position as well as any countervailing considerations. Therefore, in general, unless there are unusual or unexpected factors affecting our business in general, our key markets or a key business unit or region, or if an NEO fails to adequately execute on planned initiatives, it is probable, though not certain, that the target levels willcan be achieved with meaningful effort. It is important to our Compensationthe Committee that the achievement of these target levels is subject to a certain level of risk, including the risk that there will be no payout as a result of failure to meet the threshold requirement.

For fiscal 2015, the2017, our NEOs’ short-term incentive compensation opportunity consisted of an annuala target short-term cash bonus target.incentive compensation opportunity. Consistent with our compensation philosophy, 75%100% of that opportunity iswas to be determined based onpre-established company-wide performance measures, consisting of corporate financial performance metrics. The other 25% weight ismeasures and corporate strategic performance measures. In fiscal 2017, we eliminated the short-term incentive compensation opportunity based on achievement of individual performance objectives based on each NEO’s individual scorecard metrics. Each NEO’s short-term cash incentive compensation bonusaward was based on the actual percentage achievement for each financial performance measure and the individual scorecard,strategic performance measure, subject to the calculation methodology and adjustment described below. The maximum short-term cash incentive bonuscompensation award attainable for each individual based on both the company-wide performance measures and the individual performance objectives is further capped at two hundred percent (200%)200% of the individual’s short-term cash incentive compensation opportunity.

Fiscal 20152017 Target Cash Incentive Compensation Opportunity

The Committee reviewed the target cash incentive compensation opportunity for our NEOs at the beginning of fiscal 2017 and decided to maintain the same target cash incentive compensation opportunities for fiscal 2017 as for fiscal 2016 for Messrs. Galant, Rothman, Liu, Robson and D’Agostino. The following table sets forth the target cash incentive compensation opportunities, as well as the target cash incentive compensation opportunities as a percentage of base salary, for fiscal 2017 for our NEOs:

Fiscal 2017 Performance Measures

Company Financial Performance Measures

Our CompensationThe Committee views our overall financial performance as the most important factor in determining an NEO’s short-term cash incentive compensation.compensation award. For fiscal 2015, our Compensation2017, the Committee selectednon-GAAP net revenues,non-GAAP EPSearnings-per-share (“EPS”) and free cash flow as the Company financial performance measures, andnon-GAAP services net revenues andnon-GAAP new product net revenues as the Company strategic performance measures, which directly supported our fiscal 20152017 business priorities as the company financial performance measures. Seventy-five percent of each NEO’s annual short-term incentive bonus target for fiscal 2015 is based on the achievement of company financial performance measures. Our Compensationpriorities.The Committee also determined that we mustwould need to achieve at least 80% of thepre-established target level for both thenon-GAAP net revenues andnon-GAAP EPS performance measures (before applying the decelerator/accelerator factor described below) in order for there to be a bonusan award payout. Failure to meet this threshold performance level for either measure would result in no award payout. In addition, the maximum payout under each of the Company strategic performance measuremeasures was capped at 150% of thepre-established target performance level. The maximum payout under each of the Company financial performance measures was not capped; however, the maximum total short-term cash incentive compensation award attainable for each individual was capped at 200%. of the individual’s short-term cash incentive compensation opportunity. The relative weighting among these threefive performance measures for fiscal 2015 were revised to place2017 reflected a heavier weightfocus on revenues to emphasize

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the importance of revenue attainment and growth to the value of Verifone. All fiscal 20152017 financial measure target levels were set higher thanat or above our announced guidance near the actual results achieved forbeginning of the same measures in fiscal 2014.year.

1.Non-GAAP net revenues (weighted 40%)

We consider growth in revenues to be an essential component of our long-term success and viability. We usenon-GAAP net revenues in addition to our GAAP revenues to evaluate our overall performance. For fiscal 2015, 2017,non-GAAP net revenues were calculated by adding back to our GAAP net revenues the fair value decrease (step-down) in deferred services net revenues at acquisition from acquired entities. We refer to this measure as “non-GAAP“non-GAAP net revenues” in reporting our financial results in our current reports on Form8-K.Please see Appendix A for a reconciliation of ournon-GAAP net revenues to our GAAP net revenues for fiscal 2015.2017.

For purposes of calculating the performance achievement for ournon-GAAP net revenue, our Compensationrevenues, the Committee applied a decelerator/accelerator factor that provided for every percentage point that we underachieved or overachieved versus thepre-established target level for fiscal 2015,2017, the deemed achievement percentage for this measure would be reduced or increased by five percentage points. For example, if we achieved 99% of the target level fornon-GAAP net revenues, for the purposes of the short-term cash incentive compensation plan we willwould be deemed to have achieved 95% of this measure. Similarly, if we achieved 101% of the target level of this measure, we willwould be deemed to have achieved 105% of this measure. If thenon-GAAP net revenues performance measure does not achieve at least 80% of thepre-established target level (before applying the decelerator/accelerator factor), no short-term cash incentive compensation award will be paid.

2.Non-GAAP EPS (weighted 25%)

We consider growth innon-GAAP EPS to be an indicator of our ability to generate returns on our operations and fund future growth. We use this performance measure to evaluate our performance and compare our current results with those for prior periods, as well as with the results of other companies in our industry. Thisnon-GAAP performance measure has also been used by investment analysts to evaluate our performance. For fiscal 2015, 2017,non-GAAP EPS was calculated by excluding the following GAAP items from GAAP net income (loss) as reported: amortization of step-down in deferred services revenuenet revenues at acquisition; amortization of purchased intangible assets; other merger, acquisition, and divestiture related expenses; restructuring charges; stock-based compensation; goodwill impairment; cost of debt refinancing; certain other charges and income that we believe may limit the comparability of our ongoing operations with prior and future periods, such as litigation settlement and loss contingency expense; certain costs incurred in connection with senior executive management changes, such as separation payments,non-compete arrangement fees, legal fees and recruiter fees; and the income tax effect ofnon-GAAP exclusions. For this purpose,non-GAAP diluted shares includeincluded additional shares fornon-GAAP purposes in periods where we have hadnon-GAAP net income and a GAAP net loss. We refer to this measure as “non-GAAP“non-GAAP net income per diluted share” in reporting our financial results in our current reports on Form8-K.Please see Appendix A for a reconciliation of ournon-GAAP net income (loss) to our GAAP net income (loss) and ournon-GAAP EPS to GAAP EPS for fiscal 2015.2017.

As withnon-GAAP net revenues, for purposes of calculating the incentive bonusperformance achievement for this performance measure, our Compensationnon-GAAP EPS, the Committee applied a decelerator/accelerator factor that provided for every percentage point that the companywe underachieved or overachieved versus thepre-established target level for fiscal 2015,2017, the deemed achievement percentage for this measure would be reduced or increased by five percentage points. However, no payout would be made for fiscal 2017, if we did not reach at least 100% of the target level fornon-GAAP EPS. For example, if we achieved 99% of the target level fornon-GAAP EPS, for the purposes of the short-term cash incentive compensation plan we would be deemed to have achieved 0% of this measure. Similarly, if we achieved 101% of the target level of this measure, we would be deemed to have achieved 105% of this measure. As noted above, for thenon-GAAP EPS performance measure to contribute to the payout amount of the short-term cash incentive compensation award, at least 100% of thepre-established target level (before applying the decelerator/accelerator factor) must be achieved. In addition, if thenon-GAAP EPS performance measure does not achieve at least 80% of thepre-established target level (before applying the decelerator/accelerator factor), no short-term cash incentive compensation award will be paid.

3. Free cash flow (weighted 10%)

Free cash flow is anon-GAAP financial measure. We determine free cash flow as net cash provided by operating activities less capital expenditures, in each case as determined in accordance with GAAP. We believe

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free cash flow is a useful measure of liquidity and an additional basis for assessing our ability to fund our activities, including the financing of acquisitions, debt service and repurchases of our common stock.Please see Appendix A for a reconciliation of our free cash flow to our GAAP net cash provided by operating activities for fiscal 2017.

4. Services net revenues (weighted 12.5%)

Services net revenues is anon-GAAP financial measure. We consider growth innon-GAAP services net revenues to be an indicator of our ability to generate returns in our services business which we consider an important part of our value. We use this performance measure to evaluate our performance and compare our current results with those for prior periods, as well as with the results of other companies in our industry. Thisnon-GAAP performance measure has also been used by investment analysts to evaluate our performance.Please see Appendix A for a reconciliation of ournon-GAAP services net revenues to our GAAP services net revenues for fiscal 2017.

As withnon-GAAP net revenues andnon-GAAP EPS, for purposes of calculating the performance achievement for ournon-GAAP services net revenues, the Committee applied a decelerator/accelerator factor that provided for every percentage point that we underachieved or overachieved versus thepre-established target level for fiscal 2017, the deemed achievement percentage for this measure would be reduced or increased by five percentage points. For example, if we achieved 99% of the target level fornon-GAAP EPS, services net revenues, for the purposes of the short-term cash incentive compensation plan we willwould be deemed to have achieved 95% of this measure. Similarly, if we achieved 101% of the target level of this measure, we willwould be deemed to have achieved 105% of this measure. For thenon-GAAP services net revenues performance measure to contribute to the payout amount of the short-term cash incentive compensation award, at least 80% of thepre-established target level (before applying the decelerator/accelerator factor) must be achieved. Additionally, the maximum payout under thenon-GAAP services net revenues performance measure (after applying the decelerator/accelerator factor) was capped at 150% of thepre-established target performance level.

3. Free cash flow5. New product net revenues (weighted 10%12.5%)

Free cash flowNew product net revenues is anon-GAAP financial measure. We determine free cash flowconsidernon-GAAP new product net revenues to be an indicator of the adoption of our new solutions into the market. We use this performance measure to evaluate our performance and compare our current results with those for prior periods, as net cash providedwell as with the results of other companies in our industry. Thisnon-GAAP performance measure has also been used by operating activities less capital expenditures, in each case as determined in accordance with GAAP. investment analysts to evaluate our performance.Please see Appendix A for a reconciliationdiscussion of our free cash flow to our GAAPnon-GAAP new product net cash provided by operating activitiesrevenues for fiscal 2015.2017.

Similar toIndividual Performance Measures (weighted 25%)non-GAAP

Our Compensation Committee recognizes that it is important to reward individual contributions measured based on services net revenues, the maximum payout under thenon-GAAP new product net revenues performance goals set for each NEO that reflect our overall business strategy as well as achievement of individualized strategic and financial goals and other particular areas of importance for the functions or business units managed by each NEO. A portion of each NEO’s short-term incentive compensation is based on attainment of pre-established individual performance objectives setmeasure was capped at the beginning150% of the year. For fiscal 2015, individualpre-established target performance objectives were established using a scorecard system, and each NEO’s scorecard incorporated performance goals to further our overall transformation and strategic initiatives for the fiscal year. Our CEO’s scorecard incorporates performance goals measured at a company-wide level and each other NEO’s scorecard sets out performance goals tied to his or her business unit or functional group.level.

Twenty-five percent (25%) of each NEO’s annual short-term incentive bonus opportunity for fiscal 2015 was based on the achievement of individual scorecard performance measures. Our CEO reviewed and set the scorecard measures for each executive who was a direct report, including Messrs. Rothman, Bhanot, Liu and Robson. Our CEO’s scorecard measures were set based on the corporate scorecard approved by our Board. Each NEO’s scorecard was also reviewed with our

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Fiscal 2017 Short-Term Cash Incentive Compensation Committee prior to being finalized. Summary

The maximum individual performance objectives for each NEO were further capped at two hundred percent (200%) of the NEO’s individual performance measures, or fifty percent (50%) of the NEO’s annual short-term incentive bonus target.

After the end of the fiscal year, our Compensation Committee met with our CEO to review whether our CEO had achieved the pre-established performance objectives in his scorecard and to provide him with an opportunity to present what he believed were his significant contributions to the Company for the fiscal year. Our Compensation Committee also reviewed the individual scorecard of each other NEO with our CEO. In determining the overall individual performance of each NEO (other than the CEO), our Compensation Committee placed substantial weight on our CEO’s recommendations and subsequent discussions with him.

Qualitative Adjustment under Short-Term Incentive Plan (capped at +/- 20%)

Although our Compensation Committee believes that the bulk offollowing chart shows the short-term incentive bonus should be based on objective measures of our financial performance and individual performance as described above, it also believes that in certain circumstances subjective performance elements can be important in determining our NEOs’ short-term incentive compensation. Under our short-term incentive plan, a portion of an NEO’s bonus may be awarded based on an evaluation of a number of qualitative factors with respect to an NEO’s individual performance that are not identified on the individual scorecard, including development of his or her team at an executive level, leadership, succession planning, compliance culture, tone from the top, overall staff

communications and management and the effect of on performance of factors outside the NEO’s control such as foreign exchange currency fluctuations. This performance assessment is evaluated subjectively and may result in a qualitative adjustment upward or downward by up to 20% of an NEO’s bonus achievement, subject to an overall cap on the short term incentive compensation of 200% of the NEO’s target.

Fiscal 2015 Short-Term Incentive Compensation

The short-termcash incentive compensation performance measures and related target levels andthe actual short-term incentive awardsperformance for each measure for fiscal 2015 are summarized in2017. The minimum potential short-term cash incentive compensation award is 0% of the table below, followed by a discussion of each NEO’s achievements underlying the awards.pre-established target level.