2015 Annual Meeting of Shareholders

    Date and Time: May 28, 2015, 4:00 p.m. Pacific time

    Location: Our offices at 4988 Great America Parkway, Santa Clara, California 95054

    Record Date: April 1, 2015

    Date of First Distribution of Proxy Materials: April 17, 2015

INDEPENDENCE OF MEMBERS OF OUR BOARD

Our Board has determined that each of our non-employee directors (Mr. Bogan, Mr. Calderoni, Ms. Caldwell, Mr. Daleo, Mr. Demo, Mr. deSouza, Mr. Dow, Mr. Hirji, Mr. Morin and Mr. Sullivan) is independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC, or Nasdaq, and the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Furthermore, our Board has determined that each member of each of the committees of the Board is independent within the meaning of Nasdaq’s and the SEC’s director independence standards. In making this determination, our Board solicited information from each of our directors regarding whether such director, or any member of his or her immediate family, had a direct or indirect material interest in any transactions involving Citrix, was involved in a debt relationship with Citrix or received personal benefits outside the scope of such person’s normal compensation. The Board of Directors determined that there were no such relationships. Our Board considered the responses of our directors, and independently considered the commercial agreements, acquisitions, and other material transactions entered into by Citrix during 2014.

BOARD LEADERSHIP STRUCTURE

Our Corporate Governance Guidelines provide our Board with flexibility to select the appropriate leadership structure based on the specific needs of our business and the best interests of our shareholders. Our Corporate Governance Guidelines set forth our general policy that the positions of Chairperson of the Board and Chief Executive Officer, will be held by different persons. In certain circumstances, however, our Board may determine that it is in our best interests for the same person to hold the positions of Chairperson and Chief Executive Officer. In such event, the Board will appoint an independent member of our Board as the Lead Independent Director. Our general policy is that the position of Chairperson or Lead Independent Director, as the case may be, will be held by an independent member of our Board. The Chairperson (or Lead Independent Director) will preside at executive sessions of the independent directors and will have such further responsibilities as the full Board may designate from time to time.

Since 2002, we have separated the roles of Chairperson and Chief Executive Officer. Our Board believes that this leadership structure is appropriate for Citrix at the current time, as it provides an appropriate balance between the two roles. Our Chief Executive Officer is responsible for setting the strategic direction for Citrix and day-to-day leadership, while the Chairperson of our Board provides guidance to our Chief Executive Officer and presides over meetings of the full Board. Thus, our Board believes that the current structure balances the need for our Chief Executive Officer to run Citrix on a day-to-day basis, with the benefit provided to us by significant involvement of an independent member of our Board.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Executive sessions of the independent directors are held at least four times a year following regularly scheduled in-person meetings of our Board. Executive sessions do not include Mr.  Templeton and the Chairperson of our Board is responsible for chairing the executive sessions.

EXECUTIVE SUCCESSION

Executive succession is regularly reviewed and discussed by our Board in Board Meetings and in executive sessions of the Board. At least one Board meeting each year is focused on human capital, including formal reviews of executive talent, organizational structure and succession planning, including succession planning for the role of Chief Executive Officer and other senior executive roles. In these sessions, among other things, our Board reviews the assumptions, processes and strategy for various succession events, including a Chief Executive Officer succession event, and reviews potential internal successor candidates. The Board’s goal is to have a long-term and continuing program for effective executive development and succession.

CONSIDERATIONS GOVERNING DIRECTOR NOMINATIONS

Director Qualifications

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

time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and current make-up of our Board. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

The Nominating and Corporate Governance Committee also may consider numerous other qualities, skills and characteristics when evaluating director nominees, such as:

Our Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and will enhance the quality of the Board’s deliberations and decisions. As a result, the Nominating and Corporate Governance Committee will consider the diversity of background and experience of a director nominee (such as diversity of knowledge, skills, experience and expertise) as well as diversity of personal characteristics (such as diversity of gender, race, ethnicity, culture, thought and geography)

among its members in the overall context of the composition of the Board. The Nominating and Corporate Governance Committee and the Board discuss the composition of our Board, including diversity of background and experience, as part of the annual Board evaluation process.

Process for Identifying and Evaluating Director Nominees

Our Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee gathers information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to our Board. The Nominating and Corporate Governance Committee also recommends candidates to the Board for appointment to the committees of the Board.

Procedures for Recommendation of Director Nominees by Shareholders

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our shareholders. Shareholders, in submitting recommendations to the Nominating and

Corporate Governance Committee for director nominee candidates, shall follow the procedures described below.

Generally, the Nominating and Corporate Governance Committee must receive any such recommendation for nomination not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date the proxy statement was delivered to shareholders in connection with our preceding year’s annual meeting.

All recommendations for nomination must be in writing and include the following:

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

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

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 229-6209

Attn: Secretary of Citrix Systems, Inc.

Our Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. As a requirement for being considered for nomination to our Board, a candidate will need to comply with the following minimum procedural requirements:

Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to our Board.

POLICY GOVERNING DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS

We conduct an annual meeting of shareholders, and all directors are offered the opportunity to attend at our expense. No members of our Board attended our annual meeting of shareholders held in 2014.

BOARD EVALUATION PROGRAM

Our Board annually undertakes a formal evaluation process consisting of an overall Board evaluation, committee evaluations, and peer evaluations by each member. As part of the evaluation process, our Board assesses its structure, processes, culture and effectiveness. The evaluation process also includes consideration of the appropriate Board size, committee composition and the functional, business and organizational skills that may be required of future Board members.

CODE OF ETHICS

We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, which we refer to as our Code of Business Conduct and which applies to all of our directors and employees worldwide, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of our Code of Business Conduct is available in the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

A copy of our Code of Business Conduct may also be obtained, free of charge, upon a request directed to: Citrix Systems, Inc., 851 West Cypress Creek Road, Fort Lauderdale, Florida 33309, Attention: Investor Relations. We intend to disclose any amendment to or waiver of a provision of our Code of Business Conduct, to the extent required by rules and regulations, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, available at http://www.citrix.com/about/governance.html.

For more corporate governance information, you are invited to access the Corporate Governance section of our website available at http://www.citrix.com/about/governance.html.

RISK OVERSIGHT

Assessing and managing risk is the responsibility of Citrix’s management. Our Board oversees and reviews certain aspects of our risk management efforts.

Our Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by the Board and its committees. Among other areas, the Board is directly involved in overseeing risks related to our overall corporate strategy, including product, go-to-market and sales strategy, executive officer succession, cybersecurity, business continuity, crisis preparedness and competitive and reputational risks.

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

Currently, the roles of Chairperson of the Board and Chief Executive Officer are held by separate individuals. We believe that this leadership structure helps facilitate the Board’s risk oversight function. For example, our Chief Executive Officer, in his dual role as the member of management responsible for setting the overall strategic direction of Citrix and as a member of the Board, can provide valuable insight to the Board concerning the strategic risks facing Citrix while our independent Chairperson provides independent leadership of the Board’s risk oversight responsibilities.

We maintain a risk management program to identify, scope, communicate and manage risks across Citrix. As part of this program, our Internal Audit team, acting with executive sponsorship, facilitates a cross-functional engagement process that assesses and prioritizes risks that we face and monitors certain of our risk management programs. The Audit Committee receives a report concerning our risk management efforts on an annual basis.

COMPENSATION RELATED RISK ASSESSMENT

We believe that our executive and employee compensation plans are appropriately structured so as not to incent excessive risk taking and are not reasonably likely to have a material adverse effect on our business. In particular, the Compensation Committee considered the following aspects of our compensation plans and policies when evaluating these areas:

POLICY GOVERNING SHAREHOLDER COMMUNICATIONS WITH OUR BOARD

Members of our management team regularly meet with shareholders to discuss a broad range of topics, including our governance and compensation practices. In addition, our Board provides to every security holder the ability to communicate with the Board as a whole and with individual directors on the Board through an established process for security holder communication as follows:

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

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

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

By facsimile to: (954) 229-6209

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

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

Citrix Systems, Inc.

851 West Cypress Creek Road

Fort Lauderdale, FL 33309

Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 229-6209

Attn: Secretary of Citrix Systems, Inc.

We will forward any such security holder communication to the Chairperson of the Board, as a representative of the Board, or to the director to whom the communication is addressed, on a periodic basis. We will forward such communications by certified U.S. mail to an address specified by each director and the Chairperson of the Board for such purposes or by secure electronic transmission.

Our Board met 12 times during the year ended December 31, 2014. Each of the directors attended at least 75% of the aggregate of the total number of

meetings of our Board and the total number of meetings of all committees of our Board on which he or she served during fiscal 2014.

Our Board has standing Audit, Compensation, Finance, Nominating and Corporate Governance and Strategy Committees. In 2014, our Board formed a Search Committee in connection with Mark Templeton’s contemplated retirement. In June 2014, after completing its search process the Search Committee was disbanded.

Each of the Audit, Compensation, Finance, Nominating and Corporate Governance and Strategy committees has a written charter that has been approved by the Board. Each committee reviews the appropriateness of its charter at least annually. The table below provides current membership for each Board committee.

Our Board has determined that each member of the Audit Committee meets the independence requirements promulgated by Nasdaq and the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. In addition, our Board has determined that each member of the Audit Committee is financially literate and that each of Mr. Calderoni and Mr. Daleo qualify as an “audit committee financial expert” under the rules of the SEC.

The Audit Committee met eight times during the year ended December 31, 2014. The Audit Committee operates under a written charter adopted by our Board, a current

copy of which is available in the Corporate Governance section of our website at http://www.citrix.com/about/ governance.html.

As described more fully in its charter, the Audit Committee oversees our accounting and financial reporting processes, internal controls and audit functions. In fulfilling its role, the Audit Committee:

In addition, our Audit Committee oversees cybersecurity risks and reports to the full Board on such matters.

FINANCE COMMITTEE

Our Board has determined that each member of the Finance Committee meets the independence requirements promulgated by Nasdaq. The members of the Finance Committee also serve on the Audit Committee. The Finance Committee met four times during the year ended December 31, 2014. The Finance Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Finance Committee advises the Board and, in certain instances, acts on behalf of our Board, on matters relating to our investment policies, financing activities and world-wide insurance programs.

COMPENSATION COMMITTEE

Our Board has determined that each of the members of the Compensation Committee is independent as defined by the Nasdaq rules. In addition, each member of the Compensation Committee is an “outside director” as defined in Section 162(m) of the Code, and is a “non-employee” director as defined under Section 16 of the

Securities Exchange Act of 1934, as amended. The Compensation Committee met five times during the year ended December 31, 2014. The Compensation Committee operates under a written charter adopted by our Board, a current copy of which is available in the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Compensation Committee is responsible for determining and making recommendations with respect to all forms of compensation to be granted to our executive officers and preparing an annual report on executive compensation for inclusion in the proxy statement for our annual meeting of shareholders in accordance with applicable rules and regulations.

In fulfilling its role, the Compensation Committee also:

The Compensation Committee has the authority to engage its own outside advisors, including experts in particular areas of compensation, as it determines appropriate, apart from counsel or advisors hired by management. In 2014, the Compensation Committee retained Radford Consulting, an independent compensation consultant, which we refer to as Radford, to assist the committee in evaluating the compensation of our executive officers and directors.

Our Corporate Governance Guidelines and the charter of the Compensation Committee provide that any independent compensation consultant, such as Radford, engaged by the Compensation Committee works for the Compensation Committee, not our management, with respect to executive and director compensation matters. Please read the Compensation Discussion and Analysis included in this Proxy Statement for additional information on the role of, and amounts paid to, Radford in the compensation review process.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Board has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements promulgated by Nasdaq. The Nominating and Corporate Governance Committee met five times during the year ended December 31, 2014. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Nominating and Corporate Governance Committee:

STRATEGY COMMITTEE

Our Board has determined that each member of the Strategy Committee meets the independence requirements promulgated by Nasdaq. The Strategy Committee met two times during the year ended December 31, 2014. The Strategy Committee operates under a written charter adopted by our Board, a current copy of which is available at the Corporate Governance section of our website at http://www.citrix.com/about/governance.html.

As described more fully in its charter, the Strategy Committee is responsible for overseeing matters relating to potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of our business.

In fulfilling its role, the Strategy Committee also:

SEARCH COMMITTEE

In 2014 our Chief Executive Officer, Mark Templeton, announced his intent to retire. In connection with Mr. Templeton’s anticipated retirement, our Board formed a Search Committee consisting of Mr. Bogan (Chair), Mr. Dow and Mr. Sullivan, to lead the search process to identify our next Chief Executive Officer. In June 2014, Mr. Templeton informed the Board that, after much consideration, his desire was to stay on as Chief Executive Officer. In June 2014, after completing its search process and considering a number of qualified candidates, our Board concluded that Mr. Templeton continues to be the best leader to drive Citrix forward. The Search Committee held numerous informal meetings and one formal meeting in 2014 and was disbanded in June 2014.

2014 NON-EMPLOYEE DIRECTOR CASH COMPENSATION

It is our policy that our employee-directors do not receive cash compensation for their service as members of our Board of Directors. Non-employee members of our Board of Directors receive annual retainer fees, which are paid in cash in semi-annual installments. Each non-employee Director was entitled to receive the retainers detailed in

the table below (provided that committee chairpersons were only entitled to receive a retainer as committee chair and were not entitled to the non-chair membership retainer for the committee(s) he or she chairs). In addition, non-employee Directors were reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors or any of its committees that are conducted in person.

NON-EMPLOYEE DIRECTOR EQUITY-BASED COMPENSATION

Equity awards to our non-employee Directors are made under the 2014 Plan

Each non-employee Director is eligible to receive an annual grant consisting of 4,000 restricted stock units. As in prior years, these grants are made on the first business day of the month following our annual meeting of shareholders and vest in equal monthly installments over a one-year period. Newly appointed non-employee Directors are entitled to receive 10,000 restricted stock units upon his or her initial election to our Board of Directors, which vest in accordance with our standard three-year vesting schedule.

New non-employee Directors are not entitled to receive an annual grant of restricted stock units in the same calendar year in which they receive their initial grant.

On March 3, 2014, Thomas F. Bogan was awarded 2,000 service-based restricted stock units that fully vest on the anniversary of the grant date in recognition of his service and leadership during our Chief Executive Officer’s leave of absence.

Outside Directors’ Deferred Compensation Program

We offer our Directors an Outside Directors’ Deferred Compensation Program to defer restricted stock units

awarded to non-employee Directors under the 2014 Equity Incentive Plan (which we refer to as the 2014 Plan). In advance of an award and in compliance with the program’s requirements, a non-employee Director may elect to defer the receipt of all of his or her restricted stock units until ninety days after such Director’s separation from service from us or upon a change in control. Upon the vesting of awards of restricted stock units, any amounts that would otherwise have been paid in shares of common stock are converted to deferred stock units on a one-to-one basis and credited to the Director’s deferred account.

Director Stock Ownership Guidelines

To further align the interests of members of our Board of Directors with our shareholders, our Board of Directors adopted stock ownership guidelines for our non-employee Directors. Pursuant to these guidelines, each non-employee Director is expected to hold at least 8,000 shares of our common stock (which includes vested but deferred restricted stock units) for so long as he or she is a Director or, in the case of certain shares acquired upon the exercise of a stock option, for nine months after termination of his

or her service on our Board of Directors. In addition, if a Director exercises a stock option, it is expected that such Director would, from such option exercise, maintain ownership of at least a number of shares equal to twenty percent of the net value of the shares acquired (after deducting the exercise price and taxes) if such Director has not satisfied the shareholding requirement. New Directors are expected to meet the standards set forth in the guidelines within three years after the date of his or her election to our Board of Directors. Current Directors are expected to meet the guideline requirements within five years after the date of their election to the Board of Directors.

The Compensation Committee, with assistance from Radford, oversees director compensation and regularly reviews the appropriateness of our non-employee directors’ compensation. Specifically, in July 2014, Radford prepared a comprehensive benchmarking of our non-employee Director compensation program against the compensation programs offered by our peer companies and reviewed this benchmarking in detail with the Compensation Committee.

PURPOSE OF COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides comprehensive information about the 2014 compensation for the following executive officers (who we refer to as our Named Executive Officers):

David Henshall was promoted to Chief Operating Officer, effective February 2014. David Friedman was appointed to Chief of Staff, Office of the CEO, effective April 2015. Prior to this appointment, Mr. Friedman served as General Counsel and Senior Vice President, Human Resources.

In January 2015, we announced that Al Monserrat was leaving Citrix. Mr. Monserrat provided transitional advisory services to Citrix through April 1, 2015 as our Senior Vice President, Sales Strategy. In February 2015, we announced that Mr. Ramakrishna was leaving Citrix. Mr. Ramakrishna has agreed to provide transitional advisory services to Citrix through May 31, 2015 as our Senior Vice President, Products. For details regarding the terms of each of Mr. Monserrat’s and Mr. Ramakrishna’s separation, see Individual Executive Compensation Decisions beginning on page 41.

2014 HIGHLIGHTS

Transformation of Our Business

In 2014, Citrix celebrated its twenty-fifth year. During this period, we have transformed our business through several growth phases, from remote access to application delivery, to virtualization, to mobile workspaces and now to the software-defined workplace. A software-defined workplace is one where people can securely and

effortlessly collaborate across the boundaries of time, place and device.

Key to these transformations has been the leadership and vision of our Chief Executive Officer, Mark Templeton. Mr. Templeton joined Citrix prior to our initial public offering; and during his tenure, Citrix has transformed from a one-product, $15 million organization, to a global market leader with revenues of $3.14 billion in 2014. Mr. Templeton has shaped our culture, market direction, and product strategy, and has driven a passion for customers throughout Citrix.

Today, Mr. Templeton is transforming our business around our vision of the software–defined workplace – a differentiated strategy to drive growth, profitability and unique value to our customers and partners. Internally, this is driving realignment, clarity and focus. Over the past two quarters, for example, we have been making changes to reshape our business and organizational structure to align with our strategy.

First, we strengthened our leadership team with the appointments of Carlos Sartorius as our Senior Vice President for Worldwide Sales and Services; Robson Grieve as our Senior Vice President for Customer Experience & Marketing and Chief Marketing Officer; and Geir Ramleth as our Senior Vice President and General Manager, Workspace Services and Chief Strategy Officer. These seasoned executives bring strong track records, global experience and the additional leadership talent we need to operationalize, execute and drive our strategy.

Next, we established three business units that are oriented around our three strategic areas of focus: delivery networks, workspace services and mobility apps.

Then, we took actions to better reflect our strategy in our organizational structure and operating model by

refocusing our investments on our highest growth opportunities and streamlining decision-making. As part of these actions, in January we announced a restructuring program designed to increase strategic focus and operational efficiency. The restructuring will affect approximately 700 full-time and 200 contractor positions, and is expected to result in annualized pre-tax savings in the range of approximately $90 million to $100 million.

Our Chief Executive Officer

Due to a death in his immediate family in June 2013, our President and Chief Executive Officer, Mark Templeton was on a temporary leave of absence beginning in October 2013. Mr. Templeton returned as President and Chief Executive Officer in February 2014 and announced his intent to retire within the next year, subject to the naming of his successor. In anticipation of Mr. Templeton’s planned retirement, our Board commenced a search process to identify our next Chief Executive Officer. During the

Board’s search process, Mr. Templeton informed the Board that his personal circumstances had changed and that, after much consideration, his desire was to stay on as Chief Executive Officer to lead the company’s business transformation. In June 2014, our Board concluded its Chief Executive Officer search and expressed its confidence in Mr. Templeton as the best leader to drive Citrix forward when it confirmed that Mr. Templeton would remain in his current role. For details regarding Mr. Templeton’s compensation, see Individual Executive Compensation Decisions beginning on page 41.

2014 Business Highlights

Our transformation led to the following financial performance in 2014.

Our balance sheet is robust, including $1.56 billion in deferred revenue and $570 million in net cash & investments as of December 31, 2014. In 2014, we also launched new programs to better optimize our capital structure and programmatically return capital to shareholders. For example, in the second quarter 2014, we successfully completed the issuance of $1.4 billion in convertible securities while simultaneously initiating a $1.5 billion accelerated share repurchase program. For the full year 2014, we repurchased 26.1 million shares of our stock, representing about 14% of shares outstanding.

Shareholder Outreach and Engagement

In 2014, our shareholders continued their support of our executive compensation programs with over 97% of the votes cast at our Annual Meeting of Stockholders supporting our “say on pay” proposal.

Beyond consideration of our annual “say on pay” vote, our leaders regularly engage with shareholders to better understand their perspectives on a wide range of issues.

For example, in addition to our regular investor relations program, during 2014, we engaged with our largest shareholders representing approximately 25% of Citrix’s outstanding common stock. These investor meetings covered such topics as Citrix’s business strategy, governance standards, the evolution of our Board of Directors, CEO and executive succession planning and our approach to executive compensation. Our Chief Executive Officer or our Board Chairman participated in every meeting along with other senior leaders. We believe it is important to maintain ongoing conversations outside of the annual meeting process so that we may shape our policies and practices with an informed point of view.

Further, our Board has established a policy which provides every security holder with the ability to communicate with the Board as a whole or with individual directors on the Board. This process is described on page 12.

OBJECTIVES AND ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAMS

The compensation that we offer our executives is designed to reflect our principles of integrity, fairness and transparency – concepts that have continually underscored the design and delivery of the compensation opportunity at Citrix. We believe our compensation programs should emphasize sustainable corporate growth through a pay-for-performance orientation and a commitment to both operational and organizational execution. We also believe that lavish perquisites, excessive severance and bonuses unrelated to performance are inconsistent with our executive compensation principles. Furthermore, while the establishment of variable compensation targets for our executives necessarily involves judgment, the actual

payouts against those targets are based on predetermined, objective financial criteria reflective of our annual operating plan or total shareholder return and indicative of positive business growth.

For more than a decade, the objectives of our executive compensation programs have been to:

These objectives still hold true today and are reflected in the compensation decisions we made in 2014.

Further, we engage in the following practices to ensure our executive compensation program achieves our objectives and is aligned with shareholders’ interests.

The elements of compensation that we use to accomplish our objectives include:

We considered each of these items in determining the individual compensation package for our executive officers.

HOW EXECUTIVE PAY DECISIONS ARE MADE

Compensation Process and Criteria

Evaluation Process

The compensation packages for our executive officers are reviewed by our Compensation Committee and include an analysis of all elements of compensation separately and in the aggregate. In 2014, Radford was retained by the Compensation Committee as its independent adviser to assist with its oversight of executive compensation. In addition, our legal, finance and human resources departments support the Compensation Committee in its work and act in accordance with the direction given to them to administer our compensation programs.

Throughout 2014, the Compensation Committee held meetings with management, our human resources department and representatives of Radford to:

Beginning in August 2013, and at several meetings throughout the first quarter of 2014, the Compensation Committee reviewed proposed compensation programs and packages for our executive officers for 2014, which were prepared by management and evaluated by our finance department for alignment with our operating plan. In February 2014, the Compensation Committee approved the proposed 2014 variable cash compensation plan, which we refer to as the Variable Cash Compensation Plan, and recommended to the Board of Directors a compensation package for our President and Chief Executive Officer and Executive Vice President, Chief Operating Officer and Chief Financial Officer. In March 2014, the Compensation Committee approved individual compensation packages for our other executive officers. In each case, the recommendations of the Compensation Committee were reviewed with our Board of Directors.

In evaluating our 2014 executive compensation program, the Compensation Committee considered a number of factors as discussed above, including the shareholder advisory (“say-on-pay”) vote on our executive compensation for 2013, which was approved by over 97% of the votes cast. We will hold a say-on-pay vote on an annual basis until the next vote on the frequency of such shareholder advisory votes, which will occur no later than our 2017 annual meeting of shareholders.

Evaluation Criteria

In determining the amount and mix of the target compensation elements, the Compensation Committee relies upon its judgment about the scope and strategic impact of each individual executive officer’s role. In setting final compensation targets for our executive officers in 2014, the Compensation Committee considered many factors, including:

Role of the Independent Compensation Consultant

During 2014, Radford reported directly to the Compensation Committee for purposes of advising the Committee on executive compensation matters. The Compensation Committee provided Radford with preliminary instructions regarding the goals of our compensation program and the parameters of the competitive review of executive total direct compensation packages to be conducted by Radford. Radford was instructed to benchmark all components of compensation for all executive officer positions, including base salary, total target compensation (base salary plus variable cash compensation) and equity-based long-term incentive awards. The Compensation Committee also instructed Radford to review the public disclosure by our peer companies concerning their executive compensation practices and to review our internal compensation model and guidelines and compare them to our peer companies and to our actual compensation practices.

Throughout the fourth quarter of 2013 and the first quarter of 2014, Radford attended meetings of the

Compensation Committee, both with and without members of management present, and interacted with members of our human resources department with respect to its assessment of the compensation packages of our executive officers. Once Radford, working in conjunction with our human resources department, completed its preliminary analysis of our executive compensation, their analysis was presented to the Compensation Committee, which was discussed at the Compensation Committee’s February and March 2014 meetings.

Independence of Compensation Consultant

During 2014, our accounting department engaged Aon Hewitt, an affiliate of Aon, Radford’s parent company, as a resource to assist us in determining the fair value of our market performance-based awards. Additionally, our treasury department retained Aon to serve as our broker of record for our world-wide insurance lines. Finally, our human resources department purchased commercially available compensation survey reports and a data application from Radford. The services purchased from Aon in 2014 were reviewed and approved by the Audit Committee of our Board of Directors. In total, fees paid to Aon during 2014 for services not related to Radford’s work with our Compensation Committee were approximately $441,673. Fees paid to Radford during 2014 for services related to recommending the amount and form of executive and director compensation were approximately $45,000.

In assessing Radford’s independence, the Compensation Committee considered the fees paid to Radford and Aon and our policy on independence of the Compensation Committee’s consultant and other advisers, which is contained in our Corporate Governance Guidelines and the Compensation Committee’s charter. As specified in our Corporate Governance Guidelines and Compensation Committee Charter, the Compensation Committee also considered six independence factors as required by Nasdaq and the SEC, which are specified in the following table. After analyzing each of these factors indicated in the following table and our policy on independence relative to Radford’s engagement, the Compensation Committee concluded that Radford is independent.

Our use of Benchmarks and Peer Group Analysis

We annually conduct a competitive analysis of the compensation paid to our executive officers and review the compensation practices of our peer group and of the software industry overall. As in prior years, the analysis for 2014 measured our compensation opportunities for executives and actual compensation paid against information from the following sources:

We annually evaluate the composition of our peer group and adjust the composition of our peer group for factors such as recent acquisitions of peer companies, new markets that we have entered or changes in the technology market landscape. In 2014, with assistance from Radford, we again focused on developing a peer group to address the dynamics in the markets for talent in which we compete. Our peer group includes:

We believe that our peer group continues to be aligned with our strategic vision and positions us to attract, retain and engage high performing leaders. Moreover, our current peer group, with its inclusion of a full array of companies with whom we compete for talent, maintains Citrix positioned at approximately the group median across key financial metrics we view as important in selecting a peer group.

The table below lists the companies in our 2014 peer group indicating the peers with whom we regularly compete for executive, managerial and technical talent, including Microsoft and Cisco, the two companies with which we most frequently competed for talent in 2014 across our employee base. We believe that, like Citrix, our 2014 peer group is composed of innovative, software-focused businesses operating on a global scale and are the companies with whom we look to align our executive compensation practices.

We use the peer group benchmarks as one of several factors that inform our judgment of appropriate compensation parameters for base salary, variable cash compensation and equity-based, long-term incentives. Our executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation opportunities. For 2014, the total target cash compensation for our Named Executive Officers as a whole fell at approximately the median level of our peer group.

Based on feedback from our largest shareholders and an assessment of our shareholder return performance relative to our peers, among other factors, in October 2014 our Compensation Committee revised our executive compensation peer group for 2015 to include Autodesk, CA Technologies and Synopsys and to exclude Amazon and Google.

COMPONENTS OF COMPENSATION

Overview

To further align the interests of our executives with those of our shareholders, our executive compensation program is structured to align at least 50% of our Chief Executive Officer’s annual target compensation to company performance through performance-based elements as shown below.

Further, we target to align approximately 45% to 50% of our other Named Executive Officers’ annual target compensation to company performance.

Base Salary

Salary levels for our executive officers are based on several factors, including individual performance and experience, the scope of the role and competitive ranges informed by compensation data reported for similar roles at companies in our peer group.

In 2014, based on the objectives of our executive compensation program, our evaluation criteria for individual performance, Citrix’s overall performance and other factors described above, the base salaries of our Senior Vice President, Sales and Services, Chief of Staff, Office of the CEO (formerly General Counsel and Senior Vice President, Human Resources) and Senior Vice President and General Manager, Enterprise and Service Provider Division, were increased, effective April 1, 2014. The increase in the base salary of our Executive Vice President, Chief Operating Officer and Chief Financial Officer reflects his promotion to Chief Operating Officer effective February 1, 2014, in addition to the factors discussed above. We did not increase the base salary for our Chief Executive Officer. Accordingly, the base salaries for our Named Executive Officers for 2014 were as follows:

Variable Cash Compensation

For 2014, our compensation evaluation processes resulted in target awards for our Named Executive Officers under our Variable Cash Compensation Plan that ranged from 70% to 120% of base salary, based on the factors discussed above. Our Chief Executive Officer did not receive an increase in his target award under our Variable Cash Compensation Plan for 2014.

Our Compensation Committee oversees our Variable Cash Compensation Plan, with administrative tasks delegated to

management. Consistent with the way we calculate and publicly report our financial results, the financial targets and attainment levels for variable cash compensation are adjusted to exclude certain GAAP measurements, including amortization of intangible assets primarily related to business combinations, non-cash charges associated with the expensing of equity-based compensation, non-cash charges related to amortization of debt discount, accruals related patent litigation, charges related to our restructuring programs, the tax effects related to these items and any other items adjusted from our GAAP results

in our reported earnings. In addition, the Compensation Committee and our Board of Directors retain the discretion to decrease or increase payouts to account for extraordinary circumstances and to balance the interests of the plan participants with the interests of our shareholders. As in the past, in 2014, we did not adjust the resulting payouts under the Variable Cash Compensation Plan or our 2014 market performance-based restricted stock unit awards discussed below.

Participants in our Variable Cash Compensation Plan received variable cash compensation awards for 2014

based upon the achievement of objective financial goals, including targets based on reported revenue and non-GAAP corporate operating margin. We believe that, for an annual incentive program to be effective, it should be easy to understand. Thus, we use a limited number of financial targets that focus our executives on the key metrics underlying our strategic plan and align performance pay with strictly financial results.

To ensure the integrity of our operating plan, and to safeguard shareholder value, the payout levels under our Variable Cash Compensation Plan are designed to motivate performance that meets or exceeds our financial plan objectives while mitigating undue exposure for under-performance of these objectives. We rigorously test our plan design to ensure that the structure and possible outcomes do not create incentives for our executives to take unnecessary and excessive risks that would impact our long-term value.

Specifically, we model potential award payouts generated by various performance attainment levels against corporate goals for revenue and non-GAAP corporate

operating margin. We also model the likely impact on shareholder value based on achieving all possible revenue and non-GAAP corporate operating margin targets. We summarize this analysis in a diagram (please see the graphic below) which shows plan payouts for any combination of revenue (the x axis in the graphic below) and non-GAAP corporate operating margin (the y axis in the graphic below) achievement. The dark gray area in the graphic below represents achievement which results in no payout under the Variable Cash Compensation Plan while the area of lightest gray represents the maximum payout under the plan of 200%. The medium gray rectangle in the middle of the graphic represents the area of actual plan attainment under our plans over the last several years resulting in the following payout percentages by year:

This modeling helps to inform threshold, target and maximum payout levels for the plan and ensures that awards, when viewed relative to our non-GAAP corporate operating margin goal, are consistent with our overall operating plan for the year and provide the right balance of compensation to our executives for actual results versus returns to the business and our shareholders.

For 2014, each executive’s Variable Cash Compensation Plan award was based 100% on the achievement of

financial targets established by the Compensation Committee. The financial targets established are consistent

with our annual operating plan, which is approved by our Board. Our Variable Cash Compensation Plan weighted these financial components as follows:

This represents a 2.7% increase in the revenue target when compared to the revenue target of $3.155 billion for the 2013 Variable Cash Compensation Plan. This also represents a 10.8% decrease in the operating margin target, which reflects the planned investments in our business necessary to achieve growth, scale and greater market share during a year in which we anticipated slower revenue growth. As in previous years, we set this target to be consistent with the profitability target in our annual operating plan approved by our Board. As such, the 2014 operating margin target set an operational goal that was as appropriately aggressive as our operating margin targets in prior years. Our Variable Cash Compensation Plan provided for a premium in the event of overachievement of targets, capped at 200% of the target payout amount, and a reduction in the event of underachievement of targets, depending on actual results. The following maximum performance amounts would have resulted in a payout of 200% of the target amount:

Our Variable Cash Compensation Plan also contained minimum performance requirements that needed to be met before any award could be earned, including:

When actual performance falls between the threshold and the target performance levels or between the target and maximum performance levels, payouts are calculated using a graduated slope to provide for the fair distribution of operating profit for overachievement and appropriate compensation reductions for underachievement, as applicable. Further, no incentive is payable under our Variable Cash Compensation Plan unless at least 90% of either financial component of our performance goal is achieved, and at such threshold level an executive receives only 30% of his or her target variable cash compensation allocated to such component. This payout structure recognizes that, in a business of this scale, while overachievement merits a greater reward, any underachievement should be penalized.

Target Cash Compensation Mix

Chief Executive Officer and Named Executive Officer compensation packages have the following target mix of cash compensation expressed both as a percentage of total targeted cash compensation and in dollars:

Determination of Awards

Early in the first quarter of 2015, our Executive Vice President, Chief Operating Officer and Chief Financial Officer reviewed and approved the calculations of financial target attainment levels, which were based on, and

consistent with, our publicly reported financial results for 2014, and the 2014 award amounts payable to executive officers that were generated by members of our human resources department in accordance with the terms of our Variable Cash Compensation Plan. At a meeting held in

February 2015, our Compensation Committee approved (or, in the case of our Chief Executive Officer, recommended to the Board of Directors for approval) the

payouts under our 2014 Variable Cash Compensation Plan, including approval of the following award calculations:

The table below summarizes the payments approved by our Compensation Committee (or, in the case of our Chief Executive Officer, approved by our Board of Directors) under our Variable Cash Compensation Plan compared to

each executive’s target award for 2014. Each Named Executive Officer listed below received 89.39% of his target award for 2014. We paid each of these Named Executive Officers his variable cash compensation award in the first quarter of 2015.

Equity-Based Long-Term Incentives

The purpose of our equity-based long-term incentives is to attract, retain and engage high performing leaders, further align employee and shareholder interests, and continue to closely link executive compensation with company performance, including against the market. Our equity-based long-term incentive program is an essential component of the total compensation package offered to our executives, reflecting the importance that we place on motivating and rewarding superior results with long-term and performance-based incentives.

Approach to Equity-Based Awards

Since 2012, our annual equity grant program consists entirely of restricted stock units. Further, consistent with a growing percentage of our peer group, we shifted our portfolio of equity awards granted to executive officers to a mix of just two equity elements, half of which are tied to long-term total shareholder return. Specifically, beginning in 2012, our equity-based long-term incentive program is targeted to consist of 50% market performance-based restricted stock units tied to achievement of total shareholder return metrics against a selected comparator index and 50% service-based restricted stock units. Our executives’ compensation portfolio, including equity awards,

consists of a higher percentage of awards tied to objective financial measures than is the case in the compensation portfolios of most of our peer group companies.

The exclusive use of restricted stock units furthers our goals of reducing dilution, burn rate and overhang by reducing the number of shares of our common stock subject to equity-based awards while continuing to provide incentive for our high performers to remain with us and continue to perform at a high level. Also, the inclusion of market performance-based restricted stock units based on the achievement of total return to our shareholders over a three-year period compared to the return of the chosen comparator index places a strong emphasis on stock price performance, which underscores our focus on growth. We believe that this equity mix aligns our executives’ interests with those of our shareholders since our executives must return value to our shareholders over the long-term before half of their awards are earned.

Equity-Based Award Grant Levels

When establishing equity grant levels for our executive officers, the Compensation Committee considers the existing value of vested and unvested stock option and restricted stock unit ownership among the executive officers relative to each other and to our employees as a

whole, previous grants of equity-based awards to our executive officers, our overhang of equity-based awards and targeted burn rates for equity-based awards and the vesting schedules of previously granted equity-based awards, as well as the various other factors described above. While our Compensation Committee is aware of the accounting costs of equity-based awards, that in itself is only one of several factors in determining individual equity-based awards. Further, annual equity awards for the Chief Executive Officer and each Named Executive Officer reflect the market competitive value for his or her respective role, the relative level of impact the executive has on company performance, and the current and prospective performance of the executive in his or her role. Consistent with our past methodology, award levels for 2014 were set using an estimated value of Citrix stock based upon an average of the last 30 trading days in 2013.

Restricted Stock Unit Awards

Pursuant to the 2014 Plan, we may grant executive officers various types of awards, including market performance-based restricted stock units and service-based restricted stock units. Once vested, each restricted stock unit represents the right to receive one share of our common stock.

Market Performance-Based Awards

Our market performance-based awards in the portfolio of annual grants have the following design elements:

These design elements were adopted because we believe that measuring performance over a multiple year period based on a total return to our shareholders, or TSR, closely aligns our executives’ objectives with those of our shareholders in the long term, while furthering our retention objectives. In effect, as further discussed below, a significant portion of realizable equity compensation paid to our Chief Executive Officer and other executives is determined based on our TSR compared to the Nasdaq Composite Total Return Index over the long-term.

When determining the comparator index against which the market performance-based awards would be

measured when we established the program in 2012, we chose to measure ourselves against the index with the strongest statistical correlation to our stock performance, since a higher correlation means better alignment of program payout with company performance. Further, a higher correlation minimizes the likelihood of a payout at the extreme ends of the payout curve. Using Radford’s PeerPicker technology, we analyzed over 6,000 publicly-traded company stocks and indices to return the most highly-correlated to our stock over the prior three years. The results of this analysis showed that the Nasdaq Composite Total Return Index, or the XCMP, had the highest correlation.

Therefore, for the market performance-based awards, attainment levels are based on our total return to shareholders over a three-year performance period compared to the return of the XCMP. In the case of the market performance-based awards granted in 2014, the performance period is the three-year period ending on December 31, 2016.

The payout curve for our market performance-based awards is based upon the percentage point difference of our return and the XCMP total shareholder return. The following chart depicts the payout curve used for the market performance-based restricted stock units.

We took extra precautions to limit payouts in the event our return is negative and limited awards in that case. Accordingly, in the event that our return is negative, but we achieve a percentage point differential at or above zero, only 75% of the target award will be payable. If our return is positive and meets or exceeds the XCMP, the number of stock units vested will be based on interpolation, with the maximum number of stock units vested pursuant to the award capped at 200% of the target number of stock units set forth in the award agreement if our return exceeds the indexed return by 40% or more. If our return over the performance period is positive but underperforms the XCMP, a number of stock units vested will be below the target award, based on interpolation. No stock units, however, will be vested if our return underperforms the XCMP by more than 20% over the performance period. The extent to which an executive will vest in the award, if at all, if he or she is not employed by us at the end of the performance period is dependent upon the timing and character of the termination

as provided in the award agreement. Vesting occurs only at the end of the performance period.

The performance period for the market performance-based restricted stock units granted in 2012, the first year we granted awards having these performance metrics, ended on December 31, 2014. During the three-year performance period for these awards, the XCMP significantly outperformed our stock. Based on this comparative performance, no shares vested under these awards. As a result, our Chief Executive Officer’s realizable equity compensation was only 42% of the overall value of his 2012 stock awards, and only 52% of the 2012 total compensation, originally reported in the Summary Compensation Table in our 2013 Proxy Statement (which reported the grant date fair value of these awards). Our Executive Vice President, Chief Operating Officer and Chief Financial Officer, our Chief of Staff, Office of the CEO and our Senior Vice President, Sales and Services were similarly impacted. We did not grant discretionary bonuses or awards or make any compensation adjustments to compensate for the forfeited awards.

Service-Based Restricted Stock Awards

Consistent with our past practice, in March 2014, we also entered into restricted stock unit agreements with our executive officers for service-based restricted stock unit awards that were not subject to performance criteria and that vest over three years, with one-third of the units vesting on the first, second and third anniversaries of the date of the award agreement. Our Chief Executive Officer’s service-based award granted in March was made in anticipation of Mr. Templeton’s planned retirement and was intended to both retain Mr. Templeton and recognize his vital role in the anticipated transition of the company’s leadership to our next Chief Executive Officer during the upcoming year. Accordingly, our Chief Executive Officer’s March 2014 award fully vested on the anniversary of the grant date. In August 2014, following Mr. Templeton’s expression of his desire to stay on as Chief Executive Officer and the completion of our Board’s search process, Mr. Templeton was granted service-based restricted stock units consistent with our typical annual equity award process and with our standard three-year vesting schedule in recognition of his multi-year commitment to serve as our Chief Executive Officer. Among other factors, our Compensation Committee considered the combined value of the service-based awards granted to our Chief Executive Officer in March 2014 and those being granted in August, as compared to peer benchmarking data, when reevaluating our Chief Executive Officer’s total compensation for 2014 following our Board’s confirmation that our Chief Executive Officer would remain in his current role. For further details regarding our Chief Executive Officer’s compensation, see Individual Executive Compensation Decisions beginning on page 41.

In addition, in March, 2014, certain of our executives were each awarded 2,000 service-based restricted stock units that fully vest on the anniversary of the grant date in recognition of the additional responsibilities assumed by those executives during our Chief Executive Officer’s leave of absence and to retain such executives during the anticipated transition of the company’s leadership to our next Chief Executive Officer. For further details regarding these additional awards, see Individual Executive Compensation Decisions beginning on page 41.

Benefits

Our executive officers participate in our broad-based employee benefit plans on the same terms as eligible, non-executive employees, subject to any legal limits on the amounts that may be contributed or paid by executive officers under these plans. We offer a stock purchase plan, under which our employees may purchase shares of our common stock at a 15% discount from the fair market value of our common stock on the last business day of the purchase period (determined by reference to the closing price of our common stock on such date), and a 401(k) plan, which allows our employees to invest in a wide array of funds on a pre-tax basis and which provides a matching contribution from our company. We also maintain insurance and other benefit plans for our employees. Our executive officers receive higher life, accidental death and dismemberment and disability insurance benefits than other employees, which reflects industry standards and their relative base salary levels. Our executive officers also receive reimbursement for annual health physicals. During 2014, we did not offer any non-qualified deferred compensation plans or supplemental retirement plans to our executives. For more information, please refer to the Summary Compensation Table and the Nonqualified Deferred Compensation Table below. We have always limited the perquisites that are made available to our executives.

INDIVIDUAL EXECUTIVE COMPENSATION DECISIONS

Next, we discuss how we apply the policies and practices described above and the resulting compensation paid or awarded to each of the Named Executive Officers for the

year ended December 31, 2014 as set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table.

CHIEF EXECUTIVE OFFICER COMPENSATION

As President and Chief Executive Officer, Mark Templeton is responsible for overseeing all of our corporate functions, business units, go-to-market activities and the attainment of our strategic, operational and financial goals. Working in concert with management and our Board of Directors, Mr. Templeton formulates current and long-term strategic plans and objectives and is chief spokesperson to our employees, customers, partners and shareholders.

Mr. Templeton has been the driving force behind our multiple business transformations. Mr. Templeton joined Citrix prior to our initial public offering; and during his tenure, Citrix has evolved from a one-product, $15 million organization, to a global market leader with revenues of $3.14 billion in 2014. Mr. Templeton has shaped our culture, market direction, product strategy and has driven a passion for customers throughout Citrix. Today, Mr. Templeton is transforming our business around our vision of the software–defined workplace–a differentiated strategy to drive growth, profitability and unique value to our customers and partners.

Based on a recommendation of the Compensation Committee, our Board of Directors determines compensation for our President and Chief Executive Officer using the same factors it uses for other executives, placing relatively less emphasis on base salary and, instead, driving greater performance-based alignment through

equity-based long-term and variable cash compensation. In assessing the compensation paid to Mr. Templeton, the Compensation Committee relies on both information from selected benchmarks and its judgment with respect to the factors described above.

Further, as discussed above, Mr. Templeton announced his intent to retire at the beginning of 2014. This announcement coincided with our annual compensation planning process for 2014. As a result, the Compensation Committee considered Mr. Templeton’s anticipated retirement, and the timing of the succession process and transition, in addition to the other factors discussed above, when reviewing Mr. Templeton’s total compensation package.

In March 2014, therefore, our Compensation Committee and Board determined that Mr. Templeton’s annual base salary would remain at $900,000, and Mr. Templeton’s target variable cash compensation award as a percentage of base salary would remain at 120% resulting in no increase in Mr. Templeton’s total target cash compensation for 2014.

In March 2014, when equity awards were granted to our executives, the Compensation Committee determined that, in light of Mr. Templeton’s anticipated retirement within the year, it was not appropriate to grant to Mr. Templeton our standard mix of service-based awards and market performance-based awards that vest over three years. Instead, on March 28, 2014, Mr. Templeton was granted 25,000 service-based restricted stock units that fully vest on the anniversary of the grant date. The vesting of this award was structured to coincide with Mr. Templeton’s retirement and was approximately one third the median value of annual equity compensation for Chief Executive Officers in our peer group. This equity award was intended to both retain Mr. Templeton and recognize his vital role in the transition of the company’s leadership to our next Chief Executive Officer during the upcoming year. Mr. Templeton was granted no market performance-based restricted stock units in March 2014.

Following Mr. Templeton’s expression of his desire to stay on as Chief Executive Officer and the completion of our Board’s search process, as discussed above, in July 2014 the Compensation Committee reevaluated Mr. Templeton’s total compensation for 2014.

The Compensation Committee recommended no changes to Mr. Templeton’s base salary of $900,000 or his target cash compensation of 120% of his base salary. As a result, in 2014, Mr. Templeton received base salary compensation

of $900,000 and variable cash compensation of $965,412 in accordance with our 2014 Variable Cash Compensation Plan.

In recognition of Mr. Templeton continuing as our Chief Executive Officer and in line with our targeted annual equity compensation mix of 50% market performance-based and 50% service-based, the Compensation Committee recommended, and on August 1, 2014 Mr. Templeton was granted, an award of 31,817 service-based restricted stock units, which vest in three equal annual installments, and 31,817 market performance-based restricted stock units pursuant to which Mr. Templeton is eligible to earn restricted stock units based on the total return to our shareholders over a three-year performance period compared to the return on the XCMP as described above. Among other factors, our Compensation Committee considered the combined value of the service-based awards granted to Mr. Templeton in March 2014 and those being granted in August, as compared to peer benchmarking data, when reevaluating our Chief Executive Officer’s total compensation for 2014, following our Board’s confirmation that our Chief Executive Officer would remain in his current role. The value of Mr. Templeton’s target equity compensation for 2014, including the awards granted in March and August, was below the median value of annual equity compensation for Chief Executive Officers in our peer group.

Our Board of Directors approved Mr. Templeton’s equity awards upon the recommendation of the Compensation Committee.

OTHER NAMED EXECUTIVE OFFICERS CASH COMPENSATION – BASE SALARY AND VARIABLE CASH COMPENSATION

Executive Vice President, Chief Operating Officer and Chief Financial Officer

As Executive Vice President, Chief Financial Officer and Chief Operating Officer, David Henshall is responsible for overseeing our relations with our investors, budgeting and planning, financial accounting, operations, tax, treasury, information technology and security, and supply chain management. Mr. Henshall is also responsible for developing our overall financial and cash management strategies. As discussed above, effective February 1, 2014, in connection with Mr. Henshall’s promotion to Chief Operating Officer, his annual base salary was increased from $570,000 to $675,000. As a result, in 2014, Mr. Henshall received base salary compensation of $666,250.

For 2014, Mr. Henshall’s target variable cash compensation award as a percentage of base salary was set at 100% of his base salary.

For 2014, Mr. Henshall was awarded variable cash compensation of $603,383 in accordance with our 2014 Variable Cash Compensation Plan.

Chief of Staff, Office of the CEO

David Friedman was appointed as our Chief of Staff, Office of the CEO, effective April 2015. Prior to this appointment, Mr. Friedman served as our General Counsel and Senior Vice President, Human Resources. As General Counsel and Senior Vice President, Human Resources, David Friedman was our principal legal and human resources executive. In his General Counsel role, Mr. Friedman was involved in the oversight of acquisitions, commercial transactions, corporate governance initiatives, regulatory, litigation and other legal matters. As our principal human resources executive, Mr. Friedman was responsible for our programs to hire, develop and retain our high-performing talent. As discussed above, effective April 1, 2014, Mr. Friedman’s annual base salary was increased from $510,000 to $529,412. As a result, in 2014, Mr. Friedman received base salary compensation of $524,559.

For 2014, Mr. Friedman’s target variable cash compensation award as a percentage of base salary was set at 70% of his base salary.

For 2014, Mr. Friedman was awarded variable cash compensation of $331,269 in accordance with our 2014 Variable Cash Compensation Plan.

Senior Vice President, Sales and Services

As Senior Vice President of our Sales and Services Division, Alvaro Monserrat was responsible for our worldwide sales and services efforts and our channel and distribution strategy.

As discussed above, effective April 1, 2014, Mr. Monserrat’s annual base salary was increased from $500,000 to $520,000. As a result, in 2014, Mr. Monserrat received base salary compensation of $515,000.

For 2014, Mr. Monserrat’s target variable cash compensation award as a percentage of base salary remained at 100% of his base salary.

For 2014, Mr. Monserrat was awarded variable cash compensation of $464,828 in accordance with our 2014 Variable Cash Compensation Plan.

In January 2015, we announced that Mr. Monserrat, was leaving Citrix. Mr. Monserrat provided transitional advisory services to Citrix through April 1, 2015 as our Senior Vice President, Sales and Strategy. We consider and balance various factors when determining the terms of an executive’s separation, including separation compensation that would facilitate an orderly and effective transition and maintain alignment of an executive’s interests with those of Citrix for an appropriate period of time. Accordingly, in addition to receiving his current compensation and benefits during the transition period, and pursuant to a mutual separation and release agreement, Citrix agreed to pay Mr. Monserrat a separation compensation payment equal to his current base salary for the period from his last day of employment through January 15, 2016 and his current annual target variable cash compensation amount for 2015. Mr. Monserrat’s outstanding equity awards vested through his last day of employment, and all unvested equity awards were forfeited.

Senior Vice President and General Manager, Enterprise and Service Provider Division

As Senior Vice President and General Manager of our Enterprise and Service Provider Division, Sudhakar Ramakrishna was responsible for overseeing the strategy and execution of our Windows application, mobile applications management, networking and cloud solutions.

As discussed above, effective April 1, 2015, Mr. Ramakrishna’s annual base salary was increased from $435,000 to $460,000. As a result, in 2014, Mr. Ramakrishna received base salary compensation of $453,750.

For 2014, Mr. Ramakrishna’s target variable cash compensation award as a percentage of base salary was set at 85% of his base salary.

For 2014, Mr. Ramakrishna was awarded variable cash compensation of $349,515 in accordance with our 2014 Variable Cash Compensation Plan.

In February 2015, we announced that Mr. Ramakrishna was leaving Citrix. Mr. Ramakrishna agreed to provide transitional advisory services to Citrix through May 31, 2015 as our Senior Vice President, Products. We consider and balance various factors when determining the terms of an executive’s separation, including separation compensation that would facilitate an orderly and effective transition and maintain alignment of an executive’s interests with those of Citrix for an appropriate period of time. Accordingly, in addition to receiving his current

compensation and benefits during the transition period, and pursuant to a mutual separation and release agreement, Citrix agreed to pay Mr. Ramakrishna separation compensation payments equal to his current base salary for the period from his last day of employment through May 31, 2016 and his current annual target variable cash compensation amount. Mr. Ramakrishna’s outstanding equity awards will vest through his last day of employment, and all unvested equity awards will be forfeited.

OTHER NAMED EXECUTIVE OFFICERS EQUITY – BASED LONG-TERM INCENTIVE COMPENSATION

On March 28, 2014, each of the Named Executive Officers, other than our Chief Executive Officer, was awarded a market performance-based restricted stock unit award pursuant to which each executive is eligible to earn restricted stock units based on the total return to our shareholders over a three-year performance period compared to the return on the XCMP described above. Attainment levels will be determined within 60 days of the end of the performance period (December 31, 2016 for the grants made in 2014). In March 2014, the following executives were awarded grants of market performance-based restricted stock units at the following target award levels:

Messrs. Henshall, Friedman, Monserrat and Ramakrishna were also awarded service-based restricted stock units as

part of our annual compensation process, which vest in three equal annual installments as follows:

The Compensation Committee approved each award. The number of restricted stock units potentially awardable under each executive’s respective restricted stock unit award was determined in accordance with the factors discussed above.

In addition, on March 3, 2014, certain of our executives were awarded service-based restricted stock unit awards that fully vest on the anniversary of the grant date in

recognition of the additional responsibilities assumed by those executives during Mr. Templeton’s leave of absence and to retain such executives during the anticipated transition of the company’s leadership to our next Chief Executive Officer as follows:

The Compensation Committee approved each award. The Compensation Committee determined the number of restricted stock units considering factors such as the additional responsibilities that each executive assumed in connection with Mr. Templeton’s leave of absence and the success in maintaining our operations and strategy during Mr. Templeton’s leave of absence.

EQUITY AWARD GRANT POLICY

In 2007, the Compensation Committee adopted the Citrix Equity Award Grant Policy, or the Awards Policy. The Awards Policy enhances our controls with respect to grants of equity awards by establishing procedures for approving and pre-determining the dates on which awards will be made. Pursuant to the Awards Policy, unless a different date is set by our Board of Directors or the Compensation Committee, annual grants of full value awards are made on the last business day in March on or prior to March 30th.

The Awards Policy also establishes fixed grant dates for new hire and performance grants. An employee’s eligibility to receive an award as of a particular, fixed grant date is subject to the time of the month in which the employee’s employment begins or promotion is effective or, if later, the date on which all documentation necessary for the approval of the grant is obtained. A copy of our Awards Policy is available on the Corporate Governance section of our website at http://www.citrix.com/about/governance.html under Governance Documents.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

To align the interests of our executive officers with the interests of our shareholders, our Board has established stock ownership guidelines for our executive officers. Under our current guidelines, our Chief Executive Officer is expected to own at least 100,000 shares of our common stock, our Chief Financial Officer is expected to own at least 25,000 shares and each other executive officer is expected to own at least 20,000 shares of our common stock. Each of our executive officers is expected to hold such shares for so long as he or she is one of our executive officers. Unless an exception is approved by our Compensation Committee, executive officers are expected to meet these guidelines within four years of the date of his or her appointment as an executive officer. Failure to satisfy the stock holding guidelines when required to do so will result in suspension of an executive officer’s ability to sell shares of our common stock until the requisite ownership levels are reached. Our executive officers may accumulate shares of our common stock through stock option exercises, settlement of restricted stock units or other awards and open market purchases made in compliance with applicable securities laws, our policies or any other equity plans we may adopt from time to time. Shares of our common stock beneficially owned (unless the executive officer disclaims beneficial ownership of the shares) and vested restricted stock (including vested but deferred restricted stock units) count towards the satisfaction of the ownership guidelines.

POLICY CONCERNING HEDGING AND PLEDGING TRANSACTIONS

Certain transactions in Citrix securities (such as buying or selling puts, calls or other derivative securities of Citrix securities, or any derivative securities that provide the economic equivalent of ownership of any Citrix securities or an opportunity, direct or indirect, to profit from any change in the value of Citrix securities, or engaging in any other hedging transactions with respect to Citrix securities) create a heightened compliance risk or could create the appearance of misalignment between management and

shareholders. As a result, our insider trading policy prohibits our executive officers and directors from engaging in hedging transactions, such as in short sales and or derivative transactions, purchasing Citrix securities on margin, holding Citrix securities in an account that is, or is linked to, a margin account, and pledging Citrix securities as collateral for a loan.

POLICY REGARDING 10B5-1 TRADING PLANS

Under our policies, our directors and executive officers may not trade in Citrix stock unless pursuant to a trading plan that meets the requirements of the Securities and Exchange Commission’s Rule 10b5-1 and our additional policy requirements, unless an exception is approved by the Chair of our Nominating and Corporate Governance Committee. These additional policy requirements currently include:

On a quarterly basis, we disclose Rule 10b5-1 trading plan adoptions and modifications by our directors and executive officers in our Annual Report on Form 10-K or quarterly reports on Form 10-Q.

POLICY REGARDING CHANGE IN CONTROL ARRANGEMENTS

It is our policy that we will not enter into any new agreements, or materially amend any existing agreements, with our executive officers that provide the executive officer with severance payments following a change in control, except in the case of a double-trigger termination event (that is, upon the termination of the executive’s employment without cause or for good reason following a change in control).