DEF 14A of F5, Inc.
Filed Jan 26, 2026 · FY20250001048695-26-000012
Please note that brokers may not vote your shares on the election of directors, on
Please note that brokers may not vote your shares on the election of directors, on
Table of Contents
| Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 34 | | Director Compensation for Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 35 | | Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 36 | | Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 37 | | Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 38 | | Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 38 | | Factors to Consider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 39 | | Compensation Policies and Practice Linked to Shareholder Value Creation and Mitigation of Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 39 | | Fiscal Year 2025 Corporate Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 40 | | Executive Compensation Program Objectives and Compensation Philosophy . . . . . . | 42 | | Shareholder Engagement and Annual Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 42 | | Elements of Our Fiscal Year 2025 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 43 | | How Each Element Fits into our Overall Compensation Objectives and Affects Other Elements of Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 43 | | Factors Considered by the Compensation Committee in Establishing Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 50 | | Impact of Accounting and Tax Treatments of a Particular Form of Compensation . . . | 53 | | Employment Contracts and Double-Trigger Change-of-Control Arrangements . . . . . . | 53 | | Named Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 54 | | Summary Compensation Table for Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . | 54 | | Grants of Plan-Based Awards in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . | 56 | | Outstanding Equity Awards at September 30, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . | 58 | | Option Exercises and Stock Vested in Fiscal Year 2025 . . . . . . . . . . . . . . . . . . . . . | 60 | | Potential Payments Upon Termination or Change of Control . . . . . . . . . . . . . . . . . . . . . | 61 | | CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 64 | | Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 65 | | Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 69 | | Fees Paid to PricewaterhouseCoopers LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 70 | | Audit Committee Pre-Approval Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 70 | | Annual Independence Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 70 | | Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . | 71 | | Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 72 | | Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 73 | | Proposal 1: Election of Eight Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 75 | | Proposal 2: Approval of the 2026 Incentive Award Plan . . . . . . . . . . . . . . . . . . . . . . | 76 | | Proposal 3: Advisory Vote to Approve Executive Compensation . . . . . . . . . . . . . | 84 | | The Company’s Strong Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 84 | | Compensation and Governance Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 84 | | Proposal 4: Ratification of Independent Registered Public Accounting Firm . . | 86 | | Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 87 | | Shareholder Proposals for the Annual Meeting for Fiscal Year 2026 . . . . . . . . . . | 87 | | Information Referenced in this Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 88 | | Proxy Materials Are Available on the Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 88 | | Householding of Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 89 | | Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | A-1 |
Proxy Summary
| COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION | | | | | Pay for performance | We emphasize pay for performance and align executive compensation with the Company’s business objectives and performance, and the creation of long-term shareholder value. | | | Threshold performance metrics | Incentive-based compensation is at risk and payable only if certain threshold performance metrics are achieved. | | | No excise tax gross-ups | The Company does not provide “golden parachute” excise tax gross-ups upon a change in control of the Company. | | | Benefit plans | The Company offers its executive officers only modest perquisites that are supported by a business interest and are consistent with broad-based benefit plans available to other employees. | | | Stock ownership guidelines | Directors and executives are subject to stock ownership requirements that encourage alignment with the interests of shareholders. |
Proxy Summary
| Clawback policy | In the event of a restatement of any financial measure used in determining performance-based compensation for executives, the Company shall recover any payments to an executive in excess of what would have been received if determined based on the restated financial measure subject to limited exceptions. | | No hedging of stock | Executive officers, directors and other employees are prohibited from trading in puts, calls or other derivatives of Company Common Stock or otherwise engaging in short sales of Company Common Stock or hedging transactions related to Company Common Stock. In addition, executive officers, directors and other employees are prohibited, except under limited exceptions, from holding Company Common Stock in a margin account or pledging Company Common Stock as collateral for a loan. | | No re-pricing of options | Under the terms of the equity plan, the re-pricing of underwater options is prohibited absent shareholder approval. | | Double-trigger change of control agreements | The Company’s change of control agreements with its executives contain a “double trigger” feature. | | Annual advisory vote | Annual advisory vote on executive compensation provides shareholders with a direct opportunity to express their opinion regarding the Company’s executive pay practices. | | Capped incentive compensation | Executive incentive compensation is capped avoiding excessive risk-taking and limiting to a reasonable level the amount of total performance-based compensation paid. |
Proxy Summary
| Fiscal Year 2025 Proxy Statement | 5 |
Proxy Summary
| Table of Contents | | | | Proxy Summary |
Proxy Summary
| DIRECTOR NOMINEES | The following table provides summary information about each director nominee. Each director named below is a continuing director and all directors are elected annually by a majority of votes cast. |
Proxy Summary
| | | | | | | Committees | | | | | Name | Age | Director Since | Occupation | Independent | Other Public Boards | Audit | Risk | Talent and Compensation | Nominating | | Marianne N. Budnik | 57 | October 2022 | Chief Marketing Officer, VAST Data; Director, Cerence Inc. | ü | ü | | l | | n | | Elizabeth L. Buse | 64 | September 2020 | Director, U.S. Bancorp; Retired Chief Executive Officer, Monitise, Plc. | ü | ü | | n | l | n | | Michel Combes | 63 | September 2023 | Chief Executive Officer, Brightspeed; Director, Philip Morris International Inc. | ü | ü | n | | n | | | Tami Erwin | 61 | October 2023 | Director, Deere & Company; Director, Xerox Corporation; Former Chief Executive Officer, Verizon Business Group | ü | ü | n | | n | | | Julie M. Gonzalez | 44 | October 2024 | Sr. Vice President, Business Finance, Workday, Inc. | ü | | l | n | | | | François Locoh-Donou | 54 | April 2017 | President and Chief Executive Officer, F5; Director, Capital One Financial Corporation | | ü | | | | | | Maya McReynolds | 54 | October 2024 | Chief Financial Officer, Client Solutions Group, Dell Technologies Inc. | ü | | n | | | n | | Nikhil Mehta | 48 | January 2019 | Director, Pubmatic, Inc.; Director, Gainsight, Inc. | ü | ü | | n | n | |
Proxy Summary
| l = Chair | n = Member | = Financial Expert(*) |
Proxy Summary
*"Audit committee financial expert" as defined in Item 407 of Regulation S-K.
Proxy Summary
| 6 | Fiscal Year 2025 Proxy Statement |
Proxy Summary
| Table of Contents | | | | Proxy Summary |
Proxy Summary
| BOARD SKILLS MATRIX AND DEMOGRAPHICS | Total number of directors: 8 | | | | | | | | | | | | | Qualifications and Expertise | | Marianne N. Budnik | Elizabeth L. Buse | Michel Combes | Tami Erwin | Julie M. Gonzalez | Francois Locoh-Donou | Maya McReynolds | Nikhil Mehta | Total | | | | Financial Experience(*) | | l | l | l | l | l | l | l | 7 | | | | Global Business | l | l | l | l | l | l | l | l | 8 | | | | Senior Leadership | l | l | l | l | l | l | l | l | 8 | | | | Strategy & Risk Management | l | l | l | l | l | l | l | l | 8 | | | | Human Capital Management | l | l | | l | | l | | l | 5 | | | | Security / Cybersecurity | l | | | | | l | | | 2 | | | | Software | l | | l | | l | l | | l | 5 | | | | Capital Markets | | l | l | | l | | | | 3 | | | | M&A Integration | l | | l | l | | l | l | l | 6 | | | | Operational Expertise | | | l | l | | l | | | 3 | | | | Governance | l | l | | | | | | | 2 | | | Demographics | | | | | | | | | | | | | Gender Identity | | F | F | M | F | F | M | F | M | | | | Asian | | | | | | | | | l | | | | Black | | | | | | | l | | | | | | Hispanic / Latino(a) | | | | | | l | | | | | | | White | | l | l | l | l | | | l | | |
*Represents Director nominees with financial fluency. The Board of Directors has
*Represents Director nominees with financial fluency. The Board of Directors has
a quorum exists at the meeting, a nominee for director in an uncontested election will be
a quorum exists at the meeting, a nominee for director in an uncontested election will be
elected by the vote of the majority of votes cast. A majority of votes cast means that the
elected by the vote of the majority of votes cast. A majority of votes cast means that the
number of shares cast “FOR” a director’s election exceeds the number of votes cast
number of shares cast “FOR” a director’s election exceeds the number of votes cast
“AGAINST” that director. If a director nominee who is an incumbent does not receive the
“AGAINST” that director. If a director nominee who is an incumbent does not receive the
Compensation and Benefits
Compensation and Benefits F5 aims to attract, reward, and retain extraordinary talent from a wide range of backgrounds by offering a total compensation package that is equitable, flexible, and market competitive. This includes the pay, incentive plans, restricted stock unit grants ("RSUs"), Employee Stock Purchase Plan, retirement plans, healthcare, paid time off and family leave F5 provides to employees, as well as the programs that support the broad needs of our employees’ overall health and wellbeing. In fiscal year 2025, F5 also renewed our popular Wellness Weekends to provide one weekend a quarter when all employees have a set Friday through Monday off to reset and refresh.
Talent and Compensation Committee
Talent and Compensation Committee The Compensation Committee charter reflects its purview of executive compensation oversight of our policies and strategies relating to talent management and development. The Compensation Committee conducts an annual review to determine whether the Company’s executive compensation program is meeting the goals and objectives set by the Board of Directors. The Compensation Committee recommends for approval by the Board of Directors the compensation for the Chief Executive Officer and directors, including salaries, incentive compensation levels, and stock awards, and reviews and approves compensation proposals made by the Chief Executive Officer for the other executive officers. In addition, the Compensation Committee periodically reviews and discusses executive succession planning and talent development. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation Committee or of the Board of Directors or to Company officers to perform certain of its duties on its behalf. In fiscal year 2025, the Compensation Committee retained an outside independent compensation consultant, Compensia, to advise the Compensation Committee on executive compensation issues. Compensia provided the Compensation Committee peer and survey group cash and equity compensation data, including base salary, total cash, long-term incentive, and total direct compensation data for fiscal year 2025 executive compensation benchmarking. Compensia provided the Compensation Committee with an overview of compensation trends, consultation on the makeup of our peer group, and input into ad hoc compensation-related matters over the course of the year and did a review of our fiscal year 2025 Compensation Discussion and Analysis. For additional information about the Compensation Committee and the information provided by Compensia to the Compensation Committee, see the description of the Compensation Committee’s activities in the “Executive Compensation — Compensation Discussion and Analysis” section. The aggregate fees paid to Compensia for executive compensation services to the Compensation Committee during fiscal year 2025 were $338,983. The current Compensation Committee members are Messrs. Combes, Higginson, and Mehta, and Mses. Buse (chair) and Erwin. Each current member of the Compensation Committee is,
Board of Directors
Board of Directors The Board of Directors of the Company currently consists of ten (10) directors. The Board of Directors has nominated the following eight (8) directors for election to the Board of Directors at the Annual Meeting:
Board of Directors
| Name | Director Since | | François Locoh-Donou | April 2017 | | Marianne N. Budnik | October 2022 | | Elizabeth L. Buse | September 2020 | | Michel Combes | September 2023 | | Tami Erwin | October 2023 | | Julie M. Gonzalez | October 2024 | | Maya McReynolds | October 2024 | | Nikhil Mehta | January 2019 |
Board of Directors
After more than 13 years of dedicated service on the Board of Directors, Michael L. Dreyer expressed his preference not to be re-nominated. Mr. Dreyer will continue to serve on the Board through the date of the Annual Meeting, at which time our authorized number of directors will be reduced to eight, effective at the opening of the polls at the Annual Meeting. The Board extends its deep gratitude to Mr. Dreyer for his unwavering commitment, thoughtful leadership, and many valuable contributions to our Company throughout his tenure. In connection with Mr. Higginson's retirement, he will not stand for re-nomination as a director. All directors or their respective successors will stand for election on an annual basis. The nominees have consented to serve as directors of the Company if elected. If a nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for a substitute nominee as the Company may designate.
Board of Directors
| DIRECTOR INDEPENDENCE | The Nasdaq Listing Rules require that a majority of the Company’s directors be “independent,” as defined by Nasdaq Listing Rule 5605(a)(2) and determined by the Board of Directors. The Board of Directors consults with the Company’s legal counsel to ensure that the Board of Directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent.” After a review of relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accounting firm, the Board of Directors determined that the following directors and nominees were independent: Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Julie M. Gonzalez, Alan J. Higginson, Maya McReynolds, and Nikhil Mehta. François Locoh-Donou is not considered independent because he is the Company’s President and Chief Executive Officer. Prior to their respective resignations, Messrs. Peter Klein and Michael Montoya were deemed independent directors. |
Board of Directors
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Board of Directors
| Table of Contents | | | | Board of Directors |
Board of Directors
| STOCK OWNERSHIP GUIDELINES FOR DIRECTORS | The Board of Directors has stock ownership guidelines for the Company’s directors and executive officers, which on May 21, 2025 ("Adoption Date") were updated ("Updated Stock Ownership Guidelines"). Directors continue to be required to own shares of Common Stock equal in value to five times the directors’ annual cash retainer. Previously, directors needed to meet this requirement within three years of joining the Board. Under the Updated Stock Ownership Guidelines, directors are required to achieve this ownership level within the later of (i) five years of joining the Board or (ii) three years after the Adoption Date ("Ownership Effective Date"). Directors with three or more years of director service as of the Adoption Date continue to be subject to the stock ownership requirement of five times their annual cash retainer even before their Ownership Effective Date. Upon the applicable Ownership Effective Date for directors, until the five-times annual cash retainer ownership guideline is achieved, the Updated Stock Ownership Guidelines require our directors to retain a number of shares equal to not less than 50% of the Net Shares received. “Net Shares” are those shares that remain after shares are sold to satisfy tax obligations. Shares of Common Stock that count toward satisfaction of the guidelines include shares purchased on the open market, shares obtained through stock option exercises, shares obtained through grants of Restricted Stock Units (RSUs), and shares beneficially owned in a trust, by a spouse and/or minor children. Shares owned by directors are valued at the greater of (i) the price at the time of acquisition/purchase or (ii) the current market value. |
Board of Directors
| 24 | Fiscal Year 2025 Proxy Statement |
Board of Directors
| Table of Contents | | | | Board of Directors |
Board of Directors
| NOMINEES AND CONTINUING DIRECTORS | The following individuals have been nominated for election to the Board of Directors or will continue to serve on the Board of Directors after the Annual Meeting: |
Board of Directors
| | FRANÇOIS LOCOH-DONOU | | | | Age: 54 Director Since: 4/2017 Committees: None | | | | Other U.S. Listed Current Public Company Boards: Capital One Financial Corporation | | | | Qualification Highlights With a 27-year background in enterprise technology, Mr. Locoh-Donou has extensive executive experience spanning the security, networking, and telecommunications industries. In his nine years as CEO of F5, Mr. Locoh-Donou has led the transformation of the company from a hardware-centric ADC vendor, into a leader in Multi-Cloud Application Delivery and Security. Today, over 70% of the company's revenues are recurring, and F5's Hardware, Software and SaaS portfolio serves all Applications across any infrastructure environment. Mr. Locoh-Donou is also spearheading F5's growing role with AI applications. Prior to F5, Mr. Locoh-Donou held leadership positions in Sales, Marketing, Operations and Product functions at global telecom solutions provider Ciena. As the sole management member of the Board of Directors, he serves a critical role in the communication between the Board and company leadership. | | | | Career Highlights F5, Inc. •President, Chief Executive Officer, and Director (since April 2017) Ciena, a global leader in high-speed connectivity •Chief Operating Officer (November 2015 - January 2017) •Senior Vice President, Global Products Group (August 2011 - November 2015) Capital One Financial Corporation, a bank holding company specializing in credit cards, auto loans, banking, and savings accounts •Director (since March 2019) Education •Engineering degree from École Centrale de Marseille Masters degree in Sciences from Télécom ParisTech in France •M.B.A. from the Stanford Graduate School of Business | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Co-Founder and Chairperson of Cajou Espoir, a social enterprise focused on cashew-processing that employs several hundred people in rural Togo •Co-Founder and Chairperson of Digi.job, a Togo company focusing on simplifying digital transformation with innovative solutions |
Board of Directors
| Fiscal Year 2025 Proxy Statement | 25 |
Board of Directors
| Table of Contents | | | | Board of Directors |
Board of Directors
| | MARIANNE N. BUDNIK | | | | Age: 57 Director Since: 10/2022 Committees: RC, NC | | | | Other U.S. Listed Current Public Company Boards: Cerence Inc. | | | | Qualification Highlights Ms. Budnik’s extensive experience as a Chief Marketing Officer in the artificial intelligence and cybersecurity industry brings a valuable perspective on best practices and solutions. Ms. Budnik’s cybersecurity expertise combined with her extensive experience in marketing makes her well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since October 2022) VAST Data, an AI data platform company •Chief Marketing Officer (since September 2023) Talon Cyber Security (acquired by Palo Alto Networks in November 2023), a provider of cybersecurity solutions for the distributed workforce •Chief Marketing Officer (March 2022 - July 2023) CrowdStrike Holdings, Inc., a cybersecurity technology company •Chief Marketing Officer (December 2020 - March 2022) CyberArk Software, Ltd., an information security technology company •Chief Marketing Officer (May 2017 - December 2020) Cerence Inc., a provider of artificial intelligence powered assistants for connected autonomous vehicles • Board Member (since October 2019) Education •Bachelor of Science from Babson College •M.B.A. from Boston University | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience Former Leadership Roles •SimpliVity •Acme Packet •CA Technologies •EMC Corporation |
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| Table of Contents | | | | Board of Directors |
Board of Directors
| | ELIZABETH L. BUSE | | | | Age: 64 Director Since: 9/2020 Committees: RC, CC, NC | | | | Other U.S. Listed Current Public Company Boards: U.S. Bancorp | | | | Qualification Highlights Ms. Buse has extensive experience in the financial services industry. She brings to our Board of Directors insights regarding the financial services industry globally and provides a valuable perspective on best practices and solutions. Ms. Buse’s financial services and technology expertise combined with her background as a Chief Executive Officer in the financial services industry makes her well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since September 2020) U.S. Bancorp, a bank holding company •Director (since June 2018) Monitise, PLC, a financial services technology company •Co-Chief Executive Officer and Chief Executive Officer (June 2014 - October 2015) Visa, Inc., a leading global payments technology company •Executive Vice President, Global Services Education •Bachelor of Arts in Spanish Linguistics from UCLA •M.B.A. from University of California– Berkeley, Haas School of Business | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Former Director, eNett International, a privately held payment services company specializing in B2B international payment solutions (March 2016 - June 2019) •Former Director, Travelport Worldwide Limited, a publicly-traded travel technology company (September 2014 - June 2019) •Former Group President for Asia-Pacific, Central Europe, Middle East, and Africa, Visa, Inc. |
Board of Directors
| Fiscal Year 2025 Proxy Statement | 27 |
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| Table of Contents | | | | Board of Directors |
Board of Directors
| | MICHEL COMBES | | | | Age: 63 Director Since: 9/2023 Committees: AC, CC | | | | Other U.S. Listed Current Public Company Boards: Philip Morris International Inc. | | | | Qualification Highlights Mr. Combes has extensive experience as a telecommunications and technology executive. He brings to our Board of Directors insights regarding the telecommunications industry globally and provides a valuable perspective on best practices and solutions. Mr. Combes’ telecommunications and technology expertise combined with his background as a Chief Executive Officer in the telecommunications industry make him well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since September 2023) •Director (July 2018 - March 2021) Brightspeed •Executive Chairman and acting Chief Executive Officer (since June 2025) Forgelight LLC • Partner (since June 2024) Philip Morris International Inc. •Director (since December 2020) Claure Group, a global entrepreneurial and investment firm •Executive Vice President (October 2022 - May 2024) Softbank, a multinational investment holding company •President and Chief Executive Officer (June 2020 - June 2022) Sprint, an American telecommunications company •President and Chief Executive Officer (January 2018 - April 2020) Education •Master of Science degree from École Polytechnique with a focus in engineering •Doctorate from Paris Dauphine University | Other U.S.-Listed Public Company Directorships Within the Past Five Years •Former Director, SoFi Technologies (May 2021 - July 2022) Other Experience •Director, e& (etisalat and) •Director, ContentSquare •Chairman, Polestar Analytics •Non-voting Board Observer, Assystem •Former Director, Assystem •Former Chief Executive Officer and Director, Altice N.V. •Former Chief Executive Officer, Alcatel- Lucent •Former Chief Executive Officer, Vodafone Europe •Former Chairperson and Chief Executive Officer, TDF Group •Former Chief Financial Officer and Senior Executive Vice President, France Telecom |
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Board of Directors
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Board of Directors
| | TAMI ERWIN | | | | Age: 61 Director Since: 10/2023 Committees: AC, CC | | | | Other U.S. Listed Current Public Company Boards: Deere & Company, and Xerox Corporation | | | | Qualification Highlights Ms. Erwin has extensive leadership experience in the telecommunications and technology industry. She brings to our Board of Directors insights regarding digital transformation and growth and provides a valuable perspective on scaling innovation and driving transformation across large and complex organizations. Ms. Erwin’s telecommunications and technology expertise combined with her background as a Chief Executive Officer, Chief Operating Officer and Chief Marketing Officer in the telecommunications industry makes her well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since October 2023) Verizon Business Group, a multinational telecommunications conglomerate •Executive Vice President and Chief Executive Officer (February 2019 - September 2022) Verizon Wireless, a multinational telecommunications conglomerate •Executive Vice President and Chief Operating Officer (September 2016 - April 2019) •Verizon’s top three operating executives responsible for operating the company’s wireless and premier all-fiber network as well as strategy, marketing, and sales and operations Deere & Company, a tractor and heavy equipment manufacturer •Director (since May 2020) Xerox Corporation, a global leader in office and production print technology and related solutions •Director (since April 2024) Education •Business Administration, Pacific Union College •Executive Program Certification from the Stanford Graduate School of Business | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Senior Vice President and Group President of Consumer & Mass Business Markets, Verizon •Chief Marketing Officer, Verizon •Director, York Space Systems (since February 2023) •Advisory Council, Aptiv (since February 2023) •Advisory Council, Skylo (since March 2024) •Operating Partner, Digital Gravity Infrastructure Partners (since July 2023) |
Board of Directors
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| Table of Contents | | | | Board of Directors |
Board of Directors
| | JULIE M. GONZALEZ | | | | Age: 44 Director Since: 10/2024 Committees: AC, RC | | | | Other U.S. Listed Current Public Company Boards: None | | | | Qualification Highlights Ms. Gonzalez has significant experience as a financial executive. She brings to our Board of Directors insights into financial management and provides a valuable perspective on best practices and strategy. Ms. Gonzalez’s experience in infrastructure software, human capital management and ERP SaaS combined with her background in corporate finance makes her well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since October 2024) Workday, Inc., a unified Human Capital Management and ERP platform SaaS vendor •Senior Vice President, Business Finance (since April 2023) VMWare, a cloud computing and virtualization technology company •Senior Vice President, Corporate/Business Operation Finance and Investor Relations (August 2021 - April 2023) •Vice President, Corporate Finance (January 2019 - August 2021) Education •Bachelor of Science in Electrical Engineering from Stanford University •M.B.A. from Santa Clara University | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Maxim Integrated •AT&T |
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| 30 | Fiscal Year 2025 Proxy Statement |
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Board of Directors
| | MAYA McREYNOLDS | | | | Age: 54 Director Since: 10/2024 Committees: AC, NC | | | | Other U.S. Listed Current Public Company Boards: None | | | | Qualification Highlights Ms. McReynolds has meaningful experience as an executive at a large end-to-end technology solutions provider. She brings to our Board of Directors insights regarding the technology industry globally and provides a valuable perspective on driving the financial strategy. Ms. McReynolds’s finance and accounting experience combined with her background as a Chief Financial Officer and Chief Accounting Officer makes her well qualified to serve on our Board of Directors | | | | Career Highlights F5, Inc. •Director (since October 2024) Dell Technologies Inc., a computer software corporation •Chief Financial Officer, Client Solutions Group (since 2020) •Chief Accounting Officer (2014 - 2020) Education •Bachelor of Science in Management (with a concentration in Finance and Accounting) from Tulane University | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Minute Maid Company, a division of the Coca-Cola Company •KPMG |
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| | NIKHIL MEHTA | | | | Age: 48 Director Since: 1/2019 Committees: RC, CC | | | | Other U.S. Listed Current Public Company Boards: Pubmatic, Inc., and Gainsight, Inc. | | | | Qualification Highlights Mr. Mehta has extensive experience as an executive at leading SaaS companies. His insights regarding SaaS and related technology combined with his background serving as a Chief Executive Officer make him well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. •Director (since January 2019) Gainsight, Inc., a leading Customer Success Software-as-a-Service (“SaaS”) platform provider •Board Member and Special Advisor (since August 2025) •Chief Executive Officer (February 2013 - August 2025) LiveOffice (acquired by Symantec), a global provider of cloud-based email archiving •Chief Executive Officer (2012 - 2018) Pubmatic, Inc., a company that develops and implements online advertising software and strategies for the digital publishing and advertising industry •Director (since August 2023) Education •Bachelor of Arts in biochemical science from Harvard University •M.S. in computer science from Harvard Graduate School of Arts and Sciences | Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Lead Edge Growth Opportunities, Ltd. (March 2021 - March 2023) •Vice President, VERITAS Software •Vice President, Symantec Corporation |
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There are no family relationships among any of the Company’s directors or executive officers. None of the corporations or other organizations referred to in the biographical information set forth above is a parent, subsidiary, or other affiliate of the Company.
Board of Directors
| DIRECTOR NOMINATION | Board Composition and Effectiveness. In fiscal year 2025, the Board, led by the Chair of the Nominating Committee, renewed the outside consultant, Spencer Stuart's engagement to assist the Board in evaluating its composition, working practices, and effectiveness utilizing a framework focused on the Council of Investors Seven Indicators of Strength. Spencer Stuart continued its engagement with a focus on the valuation of the Board's governing documents and committee composition and effectiveness. The Board further engaged Spencer Stuart in developing criteria and a framework for evaluating Chair succession candidates. |
Board of Directors
Criteria for Nomination to the Board of Directors. The Nominating Committee considers the appropriate balance of experience, skills, and characteristics required of the Board of Directors, and seeks to ensure that at least a majority of the directors are independent under the Nasdaq Listing Rules, that members of the Company’s Audit Committee meet the financial literacy requirements under the Nasdaq Listing Rules and that at least one of them qualifies as an “audit committee financial expert” under the rules of the Securities and Exchange Commission (the “SEC”). Nominees for director are selected on the basis of, among other things, their depth and breadth of experience, integrity, diversity, ability to work effectively as part of a team, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties. In evaluating director candidates, regardless of the source of the nomination, the Nominating Committee will consider, in accordance with its charter and the Company’s Corporate Governance Guidelines, the composition of the Board as a whole, the requisite characteristics (including independence, diversity, skills, and experience) of each candidate, and the performance and continued tenure of incumbent Board members, as well as Board succession plans. With respect to Board diversity, we broadly construe diversity to mean not only diversity of race, gender, sexual orientation, and ethnicity, but also diversity of geography, culture, opinions, perspectives, and professional and personal experiences. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law. The Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. The Board therefore considers diversity in identifying nominees for director but does not have a separate policy directed toward diversity. The Nominating Committee, as well as the full Board, also considers the candidate’s outside board service as well as other candidate time commitments in evaluating the candidate’s ability to effectively serve. The Company’s Corporate Governance Guidelines provide that Directors generally cannot serve on a total of more than three public company boards, including the F5 Board. Directors who wish to serve on more than three public company boards may request an exception from the full F5 Board, which may approve the request if it determines, following consultation with the Nominating Committee, that such service will not adversely affect the requesting director's ability to serve effectively on the F5 Board and its committees. A copy of the Company’s Corporate Governance Guidelines can be found on our website at www.f5.com under the “Company – Investor Relations – Governance Documents.” Process for Identifying and Evaluating Nominees. The process for identifying and evaluating nominees to fill vacancies on the Board of Directors is initiated by assessing critical Company and Board needs, based on the present and future strategic objectives of the Company and the specific skills required for the Board as a whole and for each Board committee. A third-party search firm is generally used by the Nominating Committee to identify qualified candidates. These candidates are evaluated by the Nominating Committee by reviewing the critical needs assessment, the candidates’ biographical information and qualifications, and checking the candidates’ references. Serious candidates meet with all members of the Board and as many of the Company’s executive officers as practical. Recommendations on specific candidates will be made by the Nominating Committee, in consultation with the Lead Independent Director (or Chair, if independent), to the full Board. The Nominating Committee will evaluate the skills and experience of existing Board members against the Company’s critical needs assessment in making recommendations for nomination by the full Board of candidates for election by the
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shareholders. Using the input from interviews with Board candidates and the information obtained from and recommendation provided by the Nominating Committee, the full Board determines whether to appoint or nominate, as the case may be, a candidate to the Board. The nominees to the Board of Directors described in this Proxy Statement were unanimously approved by the Company’s directors. The Board appointed Mses. Gonzalez and McReynolds to the Board on October 10, 2024. Both Mses. Gonzalez and McReynolds were recommended by the Nominating Committee based upon their prior experience as executives in SaaS and software companies operating at scale as well as their qualifications as financial experts. Both Mses. Gonzalez and McReynolds were recommended by a third-party search firm the Nominating Committee retained at the expense of the Company. The third-party search firm was provided guidance as to the skills, experience, and other characteristics the Nominating Committee was seeking in potential candidates. The third-party search firm identified a number of potential candidates, including Mses. Gonzalez and McReynolds, and prepared background materials on these candidates, which were provided to the members of the Nominating Committee for their review. The third-party search firm interviewed those candidates whom the Nominating Committee determined merited further consideration and assisted in arranging interviews of selected candidates with members of the Nominating Committee, other members of the Board of Directors, and certain of the Company’s executive officers. The third-party search firm also completed reference checks on Mses. Gonzalez and McReynolds. The Nominating Committee expects that a process similar to that with respect to Mses. Gonzalez and McReynolds candidacies will be used to evaluate nominees recommended by shareholders. Shareholder Recommendations and Nominations—Proxy Access Candidates. The Company’s Bylaws permit a shareholder or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two directors or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. A nominating shareholder is required to provide appropriate written notice of that shareholder’s intent to make the nomination to the Secretary of the Company not less than 120 days nor more than 150 days before the first anniversary of the date that the Company sent out its Proxy Statement for the prior year’s Annual Meeting of Shareholders. In order to be considered timely for the 2026 Annual Meeting, appropriate notice of the nomination must be received by the Secretary of the Company on or after August 29, 2026 and on or before September 28, 2026. Nominating shareholders and nominees must satisfy the notice, information, and consent requirements set forth in the Company’s Bylaws. The Nominating Committee will consider written proposals from shareholders for nominees for director. Any such nominations should be submitted to the Nominating Committee c/o the Corporate Secretary and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (“Exchange Act”) (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); (b) the name(s) and address(es) of the shareholder(s) making the nomination and the number of shares of Common Stock that are owned beneficially and of record by such shareholder(s); (c) appropriate biographical information and a statement as to the qualification of the nominee; and (d) any other applicable information required by the Bylaws of the Company or otherwise reasonably requested by the Company. Such nominations should be submitted in the timeframe regarding nominations described in the Bylaws of the Company and under the caption “Shareholder Proposals for the Annual Meeting for Fiscal Year 2026” below.
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| COMMUNICATIONS WITH DIRECTORS | Shareholders who wish to communicate with our directors may do so by contacting them c/o Corporate Secretary, F5, Inc., 801 Fifth Avenue, Seattle, Washington 98104. As set forth in the Company’s Corporate Governance Guidelines, a copy of which may be found under the “Company — Investor Relations — Governance Documents” section of our website, www.f5.com, these communications will be forwarded by the Corporate Secretary to a Board member, Board committee or the full Board of Directors, as appropriate. |
Board of Directors
| COMPENSATION OF DIRECTORS | Prior to each Annual Meeting of Shareholders, the Compensation Committee reviews with its compensation consultant the appropriate level and form of compensation for non- employee directors and makes recommendations to the Board of Directors. In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including the compensation consultant’s review of the equity award and cash retainer elements of non-employee director compensation in terms of practice and pay level with respect to both the Company and companies comprising the same peer group used by the Compensation Committee in connection with its review of executive compensation, market trends, and the emphasis on equity to support alignment with shareholders. The Compensation Committee recommended an increase to the annual equity grant for non-employee directors and an increase to the Board Chair cash retainer based on its review, and the Board of Directors accepted and approved the recommendation to increase the non-employee annual equity grant and the increase to the Board Chair cash retainer for fiscal year 2025. The Board of Directors approves all equity awards to be granted to non-employee directors on the date of the Annual Meeting of Shareholders as well as the amount of the annual cash retainer, paid in quarterly installments. The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended September 30, 2025. |
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Director Compensation
Director Compensation
for Fiscal Year 2025
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Marianne N. Budnik | 112,500 | 275,156 | 387,656 | | Elizabeth L. Buse | 117,500 | 275,156 | 392,656 | | Michel Combes | 83,556 | 275,156 | 358,712 | | Michael L. Dreyer | 125,000 | 275,156 | 400,156 | | Tami Erwin | 92,500 | 275,156 | 367,656 | | Julie M. Gonzalez | 97,780 | 381,126 | 478,906 | | Alan J. Higginson | 193,292 | 275,156 | 468,448 | | Peter S. Klein | 65,538 | 275,156 | 340,694 | | Maya McReynolds | 84,953 | 381,126 | 466,079 | | Nikhil Mehta | 92,500 | 275,156 | 367,656 | | Michael F. Montoya | 92,500 | 275,156 | 367,656 |
Board of Directors on October 10, 2024, at which time Mses. Gonzalez and McReynolds
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3.This column represents the aggregate grant date fair value of restricted stock units (RSUs)
3.This column represents the aggregate grant date fair value of restricted stock units (RSUs)
Inc. Incentive Plan (with a grant date fair value of $275,156 in accordance with ASC Topic
Inc. Incentive Plan (with a grant date fair value of $275,156 in accordance with ASC Topic
under the F5, Inc. Incentive Plan (with a grant date fair value of $105,970 in accordance
under the F5, Inc. Incentive Plan (with a grant date fair value of $105,970 in accordance
934 RSUs awarded to each non-employee director were the only RSUs held by each such
934 RSUs awarded to each non-employee director were the only RSUs held by each such director, and they were not yet vested.
934 RSUs awarded to each non-employee director were the only RSUs held by each such
| COMPENSATION RISK ASSESSMENT | The Compensation Committee and Company management have reviewed the Company’s compensation plans and programs and have concluded that none of these plans or programs is reasonably likely to have a material adverse effect on the Company. In making this evaluation, the Compensation Committee reviewed the key elements of each of the Company’s compensation programs and the means by which any potential risks are mitigated, including through various elements in the Company’s enterprise risk management program. |
934 RSUs awarded to each non-employee director were the only RSUs held by each such
The Company’s compensation programs include a mix of base salary, cash incentive compensation, and long-term equity compensation. We structure our compensation program for executive officers to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that executive officers will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short-term and long-term company performance, which we believe discourages our executive officers from taking actions that focus only on our short- term success and helps align our employees with our shareholders and on our longer-term success.
934 RSUs awarded to each non-employee director were the only RSUs held by each such
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934 RSUs awarded to each non-employee director were the only RSUs held by each such
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934 RSUs awarded to each non-employee director were the only RSUs held by each such
We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. Our employees, including executive officers, are required to comply with our Code of Conduct, which covers, among other things, accuracy in keeping financial and business records. As discussed more thoroughly below, the Company also has a Clawback Policy to recoup performance compensation in the event the Company restates its reported financial results to correct a material accounting error on an interim or annual financial statement included in a report on Form 10-Q or 10-K due to material noncompliance with a financial reporting requirement. The Compensation Committee approves each equity award for executive officers except the CEO, recommends CEO equity awards to the full Board for approval prior to the date of grant and establishes limits for the grants of all other equity awards. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner. The annual cash incentive compensation for the executive officers in fiscal year 2025 included both revenue and non-GAAP operating income targets, as well as targets for inclusion metrics. These targets were intended to ensure that the executive officers appropriately manage operating risks, avoid excessive risk-taking, and maintain the Company’s operating income targets while growing our revenue base, as well work to make F5 an inclusive organization. The revenue and non-GAAP operating income targets were also used for setting the pool for cash incentive compensation (MBOs) for all eligible Company employees. In addition, the Company is adjusting its measurement and vesting period for the relative total shareholder return metric to transition to a three-year vesting period by fiscal year 2027 to tie the incentive compensation of the executives directly to longer term shareholder performance. As part of our equity policies, we prohibit hedging and pledging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.
934 RSUs awarded to each non-employee director were the only RSUs held by each such
| COMPENSATION COMMITTEE REPORT | The Compensation Committee has reviewed and discussed with management the Company’s “Compensation Discussion and Analysis.” Based on this review and discussions, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the Company’s Annual Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2025. |
934 RSUs awarded to each non-employee director were the only RSUs held by each such
Members of the Compensation Committee: Elizabeth L. Buse, Chair Michel Combes Tami Erwin Alan J. Higginson Nikhil Mehta
934 RSUs awarded to each non-employee director were the only RSUs held by each such
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934 RSUs awarded to each non-employee director were the only RSUs held by each such
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FACTORS TO CONSIDER
| What We Don’t Do | | | | No “golden parachute” excise tax reimbursement or gross-ups upon a change in control | | | No hedging or pledging or otherwise engaging in short sales of common stock of the company | | | No re-pricing of stock options | | | No excessive perquisites | | | No dividends/dividend equivalents paid on equity awards prior to vesting |
FACTORS TO CONSIDER
| UPDATES TO THE COMPENSATION PROGRAM FOR FISCAL YEAR 2025 | The Compensation Committee implemented a change to the short-term cash incentive program payout calculation for fiscal year 2025 to further align executive compensation with the creation of long-term shareholder value and expectations of our shareholders. The Compensation Committee added a 4x multiplier to the STI payout calculation as a decelerator or accelerator for attainment below or above target in alignment with the general employee bonus plan for fiscal year 2025. This change aims to better align payouts with the Company’s revenue and non-GAAP operating income results against target, creating tighter alignment with shareholder outcomes. Underachievement of targets will result in lower payouts, reflecting the scale of STI payout in line with our financial performance while employees including the Company’s executive officers can enjoy greater upside should the Company exceed financial targets. This change further reinforces a strong “pay-for-performance” culture. | | | The Compensation Committee intends to continue to monitor, evaluate and update the Company’s executive compensation program as appropriate to refine metrics and goals to ensure executive incentives drive the right balance of growth, profitability, and long-term shareholder value, reflect shareholder feedback and best practices for the Company’s compensation policies and practices for its executive officers. |
Base Salary
Base Salary Base salary is the fixed element of our executive officers' annual cash compensation. Our executive officers’ base salaries are set at levels that reflect the following: •The executive officer’s specific job responsibilities, experience, qualifications, job performance, and potential future contributions; •Competitive market data drawn from the Radford Global Compensation survey database covering technology companies in comparable areas (Survey Companies); and •Compensation paid to executives holding comparable positions as disclosed for the companies in our compensation peer group developed by the Compensation Committee’s independent compensation consultant in consultation with management and the Compensation Committee (Compensation Peer Group) (See “Factors Considered by the Compensation Committee in Establishing Executive Compensation — Competitive Market Analysis”). The Compensation Committee reviews base salaries annually and may adjust base salaries at that time. It also may adjust base salaries from time to time in recognition of individual performance, promotions, and market competitiveness considerations. The fiscal year base salaries of our NEOs were as follows:
Annual Cash Incentives
Annual Cash Incentives The Compensation Committee believes that short-term incentives based on attaining or exceeding pre-established targets for financial and operational performance metrics properly align the interests of our executive officers with the interests of our shareholders. All of our executive officers, including NEOs, participate in our annual STI program, with each executive officer assigned a target annual STI opportunity expressed as a percentage of the executive officer's annual base salary. The Compensation Committee, and in the case of the executive officers other than the President and CEO in consultation with our President and CEO, determines their target annual STI based on its assessment of the impact each executive officer has on the Company’s performance and a review of competitive market data drawn from the Peer Group Companies and the Survey Companies (for positions where insufficient peer group data is available). For fiscal year 2025, the target STI opportunities ranged from 80% to 130% of NEO base salaries, as set forth in the table below.
Annual Cash Incentives
| | Base Salary Annual Rate ($) | STI Plan Target as a % of Base Salary | STI Plan Maximum as a % of Base Salary | Attainment as % of Target(2) | Actual ($) | | François Locoh-Donou | $962,000 | 130% | 260% | 111.8% | $1,398,421 | | Cooper Werner | $500,000 | 80% | 160% | 111.8% | $447,280 | | Tom Fountain | $582,000 | 100% | 200% | 111.8% | $650,792 | | John Maddison(1) | $500,000 | 80% | 160% | 111.8% | $371,304 | | Chad Whalen | $519,000 | 100% | 200% | 111.8% | $580,346 | | Frank Pelzer(1) | $562,000 | N/A | N/A | N/A | N/A |
for the fiscal 2025 annual STI plan. Mr. Maddison joined the Company on December 2, 2024
for the fiscal 2025 annual STI plan. Mr. Maddison joined the Company on December 2, 2024 so STI was pro-rated. 2.Rounded to the nearest tenth of a percent.
Fiscal Year 2025 Performance Metrics
Fiscal Year 2025 Performance Metrics The performance metrics (and their relative weighting) for the fiscal year 2025 annual cash incentive program were: •45% based on Company revenue for the fiscal year; •45% based on Company non-GAAP operating income (“Operating Income”) for the fiscal year; and •10% based on representation and belonging metrics ("Inclusion"). For purposes of the annual STI program, Non-GAAP operating income excluded from GAAP operating income, as applicable, stock-based compensation, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, net of taxes, cyber incident costs, restructuring charges, and certain non-recurring tax expenses and benefits. The focus on revenue growth balanced by the Operating Income and Inclusion metric targets ensured that the Company appropriately managed operating risks, avoided excessive risk-taking, and maintained its operating income targets while building a company culture of belonging and inclusion. The Compensation Committee believed these goals would appropriately reflect and address the interests of our shareholders and promote the Company’s business strategies and objectives. Accordingly, the Compensation Committee approved these performance metrics for the annual STI program. The Compensation Committee determined the target level for each performance metric and that it would not pay on the STI plan with respect to the revenue and operating income performance metrics unless at least 80% of the applicable target goal was achieved. Payment with respect to the annual revenue and operating income performance metrics was to be linear above 80% of the applicable target performance level and subject to a 200% cap. There was a 4x multiplier to the STI payout calculation as a decelerator or
Fiscal Year 2025 Performance Metrics
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Fiscal Year 2025 Performance Metrics
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Fiscal Year 2025 Performance Metrics
accelerator for attainment below or above target. The Company’s actual performance against each of the annual revenue and operating income metrics was to be evaluated separately and for our executive officers to earn more than 100% of their target annual STI opportunities allocated to these metrics, the aggregate results for both the annual revenue and operating income performance metrics would need to equal or exceed 100% of the applicable target performance level. The Inclusion metrics comprising just 10% of the performance metrics for fiscal year 2025 were intended to encourage broad prospectives and strong engagement. The Inclusion metrics, including, among others, a favorability score with respect to a global belonging survey, were set in a manner the Compensation Committee determined would require significant effort to be achieved and would not be achieved with average or below average performance. The Compensation Committee determined that only 85% of the target Inclusion metrics were met. For fiscal year 2025, the annual revenue target was $2,985 million and the annual operating income target was $1,045 million. In fiscal year 2025, the Company achieved 103.5% of its annual revenue target and 104% of its annual operating income target resulting in a combined attainment of 103.8% and a payout of 114.8%. The Company also achieved 85% of its inclusion target. Based on these results, the executive officers earned 111.8% of their target annual STI opportunities.
Calculation of 2025 Cash Incentive Awards
Calculation of 2025 Cash Incentive Awards
Calculation of 2025 Cash Incentive Awards
| Performance measure | Weighting | Threshold | Target | Maximum | Actual | Attainment as a % of Target(1) | Attainment after Accelerator | | Revenue | 45% | $2,388.0M | $2,985.0M | $5,970.0M | $3,088.1M | 103.5% | | | Operating Income | 45% | $836.0M | $1,045.0M | $2,090M | $1,086.4M | 104.0% | | | Combined Revenue & Operating Income | 90% | | | | | 103.8% | 114.8% | | Inclusion | 10% | | | | | 85.0% | 85.0% | | STI as a % of target | | | | | | | 111.8% |
Calculation of 2025 Cash Incentive Awards
1.Rounded to nearest tenth of a percent.
Equity Awards
Equity Awards To further align the compensation of our executive officers with the creation of shareholder value, the Compensation Committee grants to our executive officers, including our NEOs, long-term incentive compensation opportunities in the form of both performance-based and service-based equity awards (the “LTI Grants”). Among other factors, the Compensation Committee evaluates market conditions for executive compensation in determining the levels of LTI Grants for each of our executive officers (see section entitled “Factors Considered by The Compensation Committee in Establishing Executive Compensation – Competitive Market Analysis”). The Compensation Committee believes that equity ownership aligns the interests of our executive officers with those of our shareholders and provides significant motivation to our executive officers to maximize value creation for our shareholders. The Compensation Committee periodically approves grants of equity-based compensation in the form of both performance-based and service-based RSUs under the Company’s equity incentive plan. In fiscal year 2024, the Compensation Committee began a transition of the measurement and vesting periods for the performance based restricted stock units (“Performance Awards”) to be earned by executive officers based upon the Company’s rTSR performance. Over the three years, shares subject to Performance Awards earned for rTSR performance will transition to a three-year performance measurement period with a three-year cliff vesting at the end of the measurement period. To transition to this new award design for executive officers appointed prior to November 1, 2023, the Performance Awards granted in fiscal year 2025 were slightly more heavily weighted towards rTSR performance. For fiscal year 2025, the LTI Grants were approximately 46.1% service-
Equity Awards
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Equity Awards
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Equity Awards
based for incumbent NEOs other than the CEO (36.4% for the CEO), vesting over three years in equal quarterly increments, and 53.9% performance-based for incumbent NEOs other than the CEO (63.6% for the CEO), vesting over three years annually, subject to the Company achieving specified performance targets over the three-year period following the grant of the awards (the “2025 Performance Awards”). The Compensation Committee reviewed and considered the following factors in determining the size of these LTI Grants: •The relative role and responsibilities of each executive officer; •The previous and expected future contributions of each executive officer to the Company’s success •Internal parity; and •Competitive market data on the equity award grants practices of our Peer Group Companies. The Board of Directors has adopted an “Equity Award Grant Policy,” which provides that the Compensation Committee or the Board of Directors, as applicable will approve equity awards to current executive officers on an annual basis on the first business day in November.
Fiscal Year 2025 Equity Awards
Fiscal Year 2025 Equity Awards For fiscal year 2025, the Compensation Committee granted the following annual equity awards (the "2025 Equity Award") to our NEOs:
Fiscal Year 2025 Equity Awards
| | 2025 Service-Based Equity Awards | 2025 Performance-Based Equity Awards | 2025 Annual Target Value | | François Locoh-Donou | 25,366 | 44,391 | $15,400,000 | | Cooper Werner | 5,436 | 5,436 | $2,400,000 | | Tom Fountain | 11,406 | 13,308 | $5,456,000 | | Chad Whalen | 8,607 | 10,043 | $4,117,000 |
Fiscal Year 2025 Equity Awards
The annual equity award to Mr. Locoh-Donou vests over three years, with approximately 36.4% of the award vesting in equal quarterly increments. The other approximately 63.6% of the award is performance-based and vests in three annual increments subject to the achievement of performance-based goals as set forth below. The annual equity award to Mr. Werner vests over three years, with approximately 50% of the award vesting in equal quarterly increments. The other approximately 50% of the award is performance-based and vests over a three-year period subject to the achievement of performance-based goals as set forth below. The annual equity awards granted to Messrs. Fountain and Whalen vests over three years, with approximately 46.1% of the awards vesting in equal quarterly increments. The other approximately 53.9% of the awards are performance-based and vest in three annual increments subject to the achievement of performance-based goals as set forth below.
Performance-Based Equity Awards
Performance-Based Equity Awards The Compensation Committee, assisted by its independent compensation consultant, selected the performance goals for the LTI performance-based RSUs. Consistent with the Company’s stated growth strategy, the Compensation Committee believed that top line revenue growth continues to be a primary driver of shareholder value creation. The Compensation Committee believes that revenue growth is the key driver of shareholder value creation and as such it furthers the shared interests of our executive officers and shareholders and therefore it is a more heavily weighted metric. In addition, the Compensation Committee continued to recognize the focus on Company profitability and its role in long term shareholder value creation with the inclusion of an Earnings Per Share ("EPS") metric. Finally, to continue to align executive compensation with shareholder returns, the Compensation Committee determined to use a relative TSR metric as compared to the S&P 500. For executive officers appointed prior to November 1, 2023, the Compensation Committee continued its transition to a three-year rTSR metric while
Performance-Based Equity Awards
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Performance-Based Equity Awards
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Performance-Based Equity Awards
executive officers appointed after November 1, 2023 received a three-year performance measurement period with a three-year cliff vest rTSR metric. One-third of the 2025 Performance Awards were earned and vested on November 1, 2025, based on achieving the one-year Revenue, EPS and for executives appointed prior to November 1, 2023, the one-year TSR goals. The remaining two thirds of the Revenue and EPS performance portion of the award will vest and be paid in equal 1/3 installments in year two and three based on fiscal year 2025 achievement provided the individual remains in service with the Company. The rTSR portion of the award is subject to vesting annually thereafter for executives appointed prior to November 1, 2023 based on the Company’s 2- year and 3-year relative to the total shareholder return of the S&P 500 Index. For executives appointed after November 1, 2023 the rTSR portion of the award is subject to a 3-year cliff vest based on the Company's 3-year relative to the TSR of the S&P 500 Index, to vest on November 1, 2027 provided the individual remains in service with the Company. The Compensation Committee established the following performance metrics for the 2025 Performance Awards: •42.9% for executives appointed prior to November 1, 2023 and 50% for executives appointed after November 1, 2023 (2025 Performance Award) of the goal was based on the Company achieving target GAAP revenue for the fiscal year; •21.4% for executives appointed prior to November 1, 2023 and 25% for executives appointed after November 1, 2023 (2025 Performance Award) of the goal was based on the Company achieving target non-GAAP earnings per share (“EPS”) for the fiscal year. The EPS metric is computed by dividing non-GAAP net income by the weighted average number of shares of Common Stock and dilutive Common Stock equivalents outstanding during the fiscal year. Non-GAAP net income excludes, as applicable, stock-based compensation, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, net of taxes, cyber incident costs, restructuring charges, and certain non-recurring tax expenses and benefits and is adjusted by the amount of additional taxes or tax benefit that the Company would accrue if it used this non-GAAP net income instead of GAAP net income to calculate the Company’s tax liability; and •35.7% for executives appointed prior to November 1, 2023 and 25% for executives appointed after November 1, 2023 of the 2025 Performance Award goal was based on rTSR benchmarked against the S&P 500 Index as described above. The Compensation Committee established the same performance metrics for the fiscal year 2025 vesting of the equity awards made to executive officers in fiscal year 2023 (2023 Performance Awards) but with the following percentages – 50% based on achieving target GAAP revenue for the fiscal year, 25% based on EPS for the fiscal year and 25% based on a three year relative TSR. The threshold, target, and maximum goals and payout levels for these metrics are set forth below:
Performance-Based Equity Awards
| Level | Total Revenue Metric | % Payout | EPS Metric | % Payout | Relative TSR Percentile Rank Metric | % Payout(1) | | Threshold | $2,388M | 80% | $12.73 | 50% | 25th | 50% | | Target | $2,985M | 100% | $14.14 | 100% | 50th | 100% | | Maximum | $5,970M | 200% | $15.55 | 200% | >75th | 200% | | 2025 Actual | $3,088.0M | 103.45% | $15.81 | 200% | 93rd | 200% |
Performance-Based Equity Awards
1.Rounded to nearest tenth of a percent. Vesting and payment with respect to the 2025 and 2023 Performance Award goal is subject to meeting the threshold level and is measured linearly above the threshold of the applicable goal. Each goal is capped at achievement of 200% payout.
Performance-Based Equity Awards
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Performance-Based Equity Awards
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Performance-Based Equity Awards
For the fiscal years 2025 and 2023 Performance Awards, the executive officers achieved the following:
Performance-Based Equity Awards
| Total revenue for fiscal year 2025 | Non-GAAP EPS for fiscal year 2025 | | 3,088,072 | 15.81 | | resulting in a payout of | for a payout of | | 103.5 | 200.0 |
Performance-Based Equity Awards
$ $ % %
Performance-Based Equity Awards
| Metric | 2023 (3yr TSR) | 2024 (2yr TSR) | 2025 (1yr TSR) | | TSR | 122.35% | 111.01% | 48.27% | | Percentile | 83.77th | 88.33th | 92.59nd | | TSR Payout(1) | 200.00% | 200.00% | 200.00% |
Performance-Based Equity Awards
1.Rounded to nearest tenth of a percent. Based on the relative weighting of each goal, the total achievement was 154.6% for the incumbent NEOs 2025 Performance Award and 151.7% for the 2023 Performance Award. For the NEO appointed after November 1, 2023, 135.6% was achieved of the 2025 Performance Award for the combined Revenue and EPS targets. 25% of the remaining 2025 Performance Award will be determined after fiscal year 2027 based on three-year rTSR. The Compensation Committee believes this performance formula has contributed to the Company’s financial performance and is of crucial importance in maintaining and growing shareholder value and furthering the shared interests of our executive officers and shareholders. The performance-based equity incentive compensation is paid out on a linear basis above threshold, setting up the executive officers’ total direct compensation to be reduced significantly if the Company has poor operating results. Since each goal is capped at achievement of 200% payout, the performance formula limits to a reasonable and foreseeable level the amount of performance-based equity incentive compensation paid in the case of strong operating results exceeding the targets. The performance formula and targets represent key metrics by which the Company is evaluated and provide an appropriate and effective balance of performance incentives to focus and motivate our executive officers to maximize value for the Company’s shareholders without excessive risk-taking. Equity awards not earned for any performance period are forfeited. Generally, an executive officer must be employed by the Company or its affiliates on each vesting date to receive the shares of Common Stock issuable on that date.
Performance-Based Equity Awards
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Performance-Based Equity Awards
| Table of Contents | | | | Executive Compensation |
Performance-Based Equity Awards
| FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE IN ESTABLISHING EXECUTIVE COMPENSATION | Competitive Market Analysis | | | The Compensation Committee conducts an annual review of our executive compensation program and uses competitive market data drawn from the compensation peer group and selected broad-based compensation surveys to help set appropriate compensation levels. The Compensation Committee retained Compensia, a national compensation consulting firm, to assist in this review and conduct a competitive review of the total direct compensation (cash and equity compensation) for our executive officers for fiscal year 2025. The Compensation Committee instructed Compensia to collect base salary, total cash, short-term incentive, long-term incentive, and total direct compensation data and to analyze and compare on a pay rank and position basis our executive officers’ compensation with the compensation paid to comparable executives at the companies in the compensation peer group. For this purpose, Compensia used data drawn from the public filings off the companies in the peer group as approved by the Compensation Committee, as well as relevant survey data. |
Performance-Based Equity Awards
To assess the competitive market pay levels for our executive officers, the Compensation Committee requested Compensia to review and update the Company’s compensation peer group for fiscal year 2025 to: •ensure it consisted of organizations that are comparable to the Company in terms of complexity of operations and size focusing on industry, revenue and market capitalization; •compare each of the executive positions to positions at the companies in the compensation peer group as well as positions in a survey prepared for the Company by Radford; and •gather and analyze compensation data from the public filings of the companies in the compensation peer group and select published survey sources, and provide an analysis of realized pay trends for our executive officers. The Compensation Committee reviewed this data and the competitive analysis prepared by Compensia and evaluated these inputs in the context of the Company's compensation philosophy and historical pay practices. Based on this review, the Compensation Committee established the fiscal year 2025 compensation program for our executive officers, including the NEOs. In developing the compensation peer group, the Compensation Committee focused on companies that the Company competes with in the marketplace and for talent, as well as other factors identified by Compensia and agreed upon by the Compensation Committee. In addition, the Company’s continued growth, expanding business model, and software and security focus led the Compensation Committee to conclude that a broad range of peer companies was appropriate and included a mix of larger and smaller companies. Company size both in terms of revenue and market capitalization were among the factors that were considered in selecting the peer group companies. The Compensation Committee also believed that other factors such as similar industry and operational focus, comparable business models, growth rates, and competition for executive talent were also relevant in selecting the peer group companies. Based on the information and input received from management and Compensia, the Compensation Committee modified the previously-approved set of peers to form the group to be used for fiscal year 2025 by adding Cloudflare, Datadog, DocuSign, Dynatrace, Informatica, Okta, Pure Storage, Inc., Trimble,Twilio, Unity Software and Zscaler and removing Arista Networks, Inc., AutoDesk, Inc., Cadence Design Systems, Inc., Juniper Networks, Inc., Palo Alto Networks, Splunk, Synopsys, Inc. VMWare and Workday. These changes were made due to a combination of acquisition activity and consideration of overall financial comparability and industry focus relative to the Company. Accordingly, the Compensation Committee approved the following peer companies to analyze the Company’s executive compensation program for fiscal year 2025:
Performance-Based Equity Awards
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Performance-Based Equity Awards
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Performance-Based Equity Awards
| Akamai Technologies, Inc. CheckPoint Software Technologies Ltd. Ciena Corporation Cloudflare, Inc. Datadog, Inc. DocuSign, Inc. Dropbox, Inc. | Dynatrace, Inc. Fortinet, Inc. Gen Digital, Inc. Informatica NetApp, Inc. Nutanix, Inc. Okta, Inc. | Pure Storage, Inc. Teradata Corporation Trimble, Inc. Twilio, Inc. Unity Software Inc. VeriSign, Inc. Zscaler, Inc. |
Performance-Based Equity Awards
As of the date of the competitive market analysis prepared by Compensia, the Company was positioned relative to the peer group at the 60th percentile in revenues, 24th percentile in market capitalization, and 20th percentile in market capitalization compared to revenues. For fiscal year 2025, Compensia also reviewed compensation data from a custom cut of the peer group companies drawn from the Radford Global Compensation database. This data was used by the Compensation Committee primarily as a competitive reference for positions below the executive officer level and as supplemental data where insufficient peer group data was available. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during fiscal year 2025. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee evaluated Compensia’s independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia.
Practices Related to the Timing of Grants of Certain Equity Awards
Practices Related to the Timing of Grants of Certain Equity Awards Our general practice is to not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee uses its business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to the Compensation Committee before granting an equity award. The Board of Directors has adopted an “Equity Award Grant Policy,” which provides that the Compensation Committee, the Board of Directors or their delegates, as applicable, will approve equity awards to current executive officers on an
Practices Related to the Timing of Grants of Certain Equity Awards
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Practices Related to the Timing of Grants of Certain Equity Awards
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Practices Related to the Timing of Grants of Certain Equity Awards
annual basis on the first business day in November, though each has, from time to time, made grants at other times (for example, in connection with hiring and promotions). We do not grant stock options to our NEOs.
Practices Related to the Timing of Grants of Certain Equity Awards
| IMPACT OF ACCOUNTING AND TAX TREATMENTS OF A PARTICULAR FORM OF COMPENSATION | The accounting and tax treatment of the elements of our executive compensation program are factors considered by the Compensation Committee in the design of the program. Although the Compensation Committee may consider the impact of tax and accounting consequences when developing and implementing the Company’s executive compensation program, the Compensation Committee retains the flexibility to design and administer a compensation program that is in the best interests of the Company and its shareholders (including approving compensation for our executive officers that is not deductible for federal income tax purposes). |
Practices Related to the Timing of Grants of Certain Equity Awards
| EMPLOYMENT CONTRACTS AND DOUBLE-TRIGGER CHANGE-OF-CONTROL ARRANGEMENTS | We have entered into change-of-control agreements with each of the executive officers (the “Change of Control Agreement”) (See “Potential Payments Upon Termination or Change of Control” below). The Compensation Committee recognizes that the threat or possibility of an acquisition by another company or some other change of control event can be a distraction and believes that it is in the best interests of the Company and our shareholders to ensure that the Company will have the continued full attention and dedication of the NEOs notwithstanding the possibility, threat, or occurrence of such an event. See the “Fiscal Year 2025 Potential Payments Upon Termination or Change of Control Table” for additional information regarding an estimate of the potential payments and benefits that each NEO could receive under the change-of-control agreements. The change-of-control agreements feature a “double trigger” clause that provides that an executive officer will not receive payments and benefits pursuant to the agreement unless their employment is terminated under certain circumstance within two years following a change of control event. In addition, the RSU grant agreements issued to our NEOs provide that upon certain changes of control of the Company the vesting of outstanding and unvested RSUs will accelerate and the RSUs will become fully vested. We believe that the change-of-control provisions provide an additional tool for attracting and retaining key executive officers. |
Practices Related to the Timing of Grants of Certain Equity Awards
In addition to the foregoing, the Company has entered into a written employment offer letter with Mr. Locoh-Donou providing that should the Company terminate his employment without “Cause” as that term is defined in the Company’s standard form Change-of-Control agreement, or for “Good Reason” as described in his employment offer letter and further described in the section entitled “Potential Payments Upon Termination or Change of Control” below, we will pay him a cash severance amount equal to his first year base salary and executive incentive compensation at target as well as provide accelerated vesting of his outstanding equity awards scheduled to vest within the next six months following his termination of employment or a payment in lieu of such accelerated vesting as determined at the discretion of the Compensation Committee. Such payments are subject to Mr. Locoh-Donou’s resignation from the Board of Directors and compliance with a one-year non-competition agreement. There are currently no other written employment contracts providing severance payments and benefits to any of our NEOs. Each such executive officer is an “at-will” employee, and his or her employment may be terminated anytime with or without cause. In recognition of an executive officer’s service and contributions to the Company’s success, the Company may enter into a separation agreement with an executive officer. These agreements also include other customary terms and conditions, such as a general release of claims in favor of the Company, and may also require the former executive officer to provide certain transition services or covenants not to compete at the request of the Company. A transition agreement was entered into with Mr. Pelzer in connection with his retirement as our Chief Financial Officer to provide consulting services as described in “Potential Payments Upon Termination or Change of Control”.
Practices Related to the Timing of Grants of Certain Equity Awards
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Practices Related to the Timing of Grants of Certain Equity Awards
| Table of Contents | | | | Executive Compensation |
Practices Related to the Timing of Grants of Certain Equity Awards
| NAMED EXECUTIVE COMPENSATION TABLES | The following table sets forth information concerning compensation for services rendered to us by (a) our Chief Executive Officer in fiscal year 2025, (b) each individual who served as our Chief Financial Officer at any time during fiscal year 2025 and (c) our three other most highly compensated executive officers who were serving as our executive officers at the end of fiscal year 2025. These executive officers are collectively hereinafter referred to as the “Named Executive Officers” or “NEOs.” |
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensati on ($)(2) | All Other Compensati on ($)(3) | Total ($)(4) | | François Locoh-Donou President and Chief Executive Officer | 2025 | 962,000 | — | 20,642,852 | 1,398,421 | 36,546 | 23,039,819 | | | 2024 | 962,000 | — | 16,426,775 | 625,300 | 30,367 | 18,044,442 | | | 2023 | 962,000 | — | 9,853,662 | — | 41,104 | 10,856,766 | | Cooper Werner Executive VP and Chief Financial Officer | 2025 | 500,000 | — | 2,680,424 | 447,280 | 28,381 | 3,656,085 | | Tom Fountain Chief Operating Officer | 2025 | 582,000 | — | 6,978,849 | 650,792 | 38,234 | 8,249,875 | | | 2024 | 582,000 | — | 5,156,741 | 436,500 | 30,815 | 6,206,056 | | | 2023 | 582,000 | — | 3,405,852 | 174,600 | 1,450 | 4,163,902 | | John Maddison Executive VP and Chief Marketing Officer | 2025 | 416,667 | — | 4,484,526 | 371,304 | 22,959 | 5,295,456 | | Chad Whalen Chief Revenue Officer | 2025 | 519,000 | — | 5,399,738 | 580,346 | 33,230 | 6,532,314 | | | 2024 | 499,000 | — | 4,926,153 | 374,250 | 16,187 | 5,815,590 | | | 2023 | 499,000 | — | 3,404,161 | 149,700 | 42,078 | 4,094,939 | | Frank Pelzer (5) Former Executive VP and Chief Financial Officer | 2025 | 454,461 | — | 2,142,692 | — | 328,198 | 2,925,351 | | | 2024 | 562,000 | — | 4,283,799 | 379,350 | 31,967 | 5,257,116 | | | 2023 | 562,000 | — | 2,661,586 | 151,740 | 6,170 | 3,381,496 |
Grants of Plan-Based Awards in Fiscal Year 2025 Table and related narrative. In
Grants of Plan-Based Awards in Fiscal Year 2025 Table and related narrative. In
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025
| | | | Estimated Possible Payouts Under Non-equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(5) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(6) | Grant Date Fair Value of Stock Awards ($)(8) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | François Locoh-Donou | 11/1/2024(1) | 10/31/2024 | — | — | — | — | — | — | 25,366 | 5,889,985 | | | 10/31/2024(1)(3) | 10/31/2024 | — | — | — | 7,991 | 11,416 | 22,831 | — | 2,669,857 | | | 11/1/2024(1)(4) | 10/31/2024 | — | — | — | 27,903 | 44,391 | 88,782 | — | 12,083,010 | | | | | 900,432 | 1,250,600 | 2,501,200 | — | — | — | — | — | | Cooper Werner | 11/1/2024(1) | 10/31/2024 | — | — | — | — | — | — | 5,436 | 1,262,239 | | | 11/1/2024(1)(4) | 10/31/2024 | — | — | — | 3,533 | 5,436 | 10,872 | — | 1,418,185 | | | | | 288,000 | 400,000 | 800,000 | — | — | — | — | — | | Tom Fountain | 11/1/2024(1) | 10/31/2024 | — | — | — | — | — | — | 11,406 | 2,648,473 | | | 10/31/2024(1)(3) | 10/31/2024 | — | — | — | 2,119 | 3,027 | 6,054 | — | 707,955 | | | 11/1/2024(1)(4) | 10/31/2024 | — | — | — | 8,365 | 13,308 | 26,616 | — | 3,622,421 | | | | | 419,040 | 582,000 | 1,164,000 | — | — | — | — | — | | John Maddison | 2/3/2025(1) | 1/31/2025 | — | — | — | — | — | — | 15,192 | 4,484,527 | | | | | 288,000 | 400,000 | 800,000 | — | — | — | — | — | | Chad Whalen | 11/1/2024(1) | 10/31/2024 | — | — | — | — | — | — | 8,607 | 1,998,545 | | | 10/31/2024(1)(3) | 10/31/2024 | — | — | — | 1,998 | 2,854 | 5,708 | — | 667,494 | | | 11/1/2024(1)(4) | 10/31/2024 | — | — | — | 6,313 | 10,043 | 20,086 | — | 2,733,699 | | | | | 373,680 | 519,000 | 1,038,000 | — | — | — | — | — | | Frank Pelzer | 10/31/2024(1)(3) | 10/31/2024 | — | — | — | 1,695 | 2,422 | 4,843 | — | 566,340 | | | | 10/31/2024 | — | — | — | — | — | — | 6740(7) | 1,576,351 |
Outstanding Equity Awards at September 30, 2025
Outstanding Equity Awards at September 30, 2025
Outstanding Equity Awards at September 30, 2025
| | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | François Locoh-Donou | 134,230(2) | $43,381,794 | 42,708(8) | $13,802,799 | | Cooper Werner | 4,407(3) | $1,424,298 | 2,718(9) | $878,430 | | Tom Fountain | 43,315(4) | $13,998,975 | 12,344(10) | $3,989,457 | | John Maddison | 15,192(5) | $4,909,902 | — | $— | | Chad Whalen | 35,847(6) | $11,585,392 | 10,042(11) | $3,245,474 | | Frank Pelzer | — | — | — | — |
Outstanding Equity Awards at September 30, 2025
1.No NEO had stock options outstanding at September 30, 2025.
2026 and 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal
2026 and 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal
in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table, subject to the
in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table, subject to the
2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in
2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in
2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in
2026 and through 2027 as set forth in footnote (4) to the Grants of Plan-Based Awards in
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | François Locoh-Donou | 79,530 | $19,847,142 | | Cooper Werner | 3,021 | $842,447 | | Tom Fountain | 25,856 | $6,568,746 | | John Maddison | — | $— | | Chad Whalen | 28,422 | $7,426,558 | | Frank Pelzer | 20,200 | $4,763,401 |
Option Exercises and Stock Vested in Fiscal Year 2025
1.There were no stock option exercises by NEOs in fiscal year 2025.
2.Amounts reflect the closing market price per share of our Common Stock on the day the
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | Each of our Named Executive Officers other than Mr. Pelzer is an “at-will” employee, and his or her employment may be terminated at any time with or without cause. | | | The Company has entered into change of control agreements with Messrs. Locoh-Donou, Werner, Fountain, Maddison and Whalen. These change of control agreements are “double trigger” agreements which provide a protection period of two years after a change of control during which the Named Executive Officer’s annual base salary and annual target STI bonus cannot be reduced. In addition, each change of control agreement entitles the executive officer to severance benefits if his or her employment with the Company is terminated within two years after a change of control of the Company, unless such termination is (i) due to death or total disability, (ii) by the Company for cause, or (iii) by the executive officer without good reason. The amount of severance payable to Mr. Locoh-Donou will be equal to two times, and in the case of the other Named Executive Officers one time the sum of the executive officer’s (a) annual base salary at the highest rate in effect in the 12 months preceding the change of control date and (b) highest annual target STI bonus in effect in the 12 months preceding the change of control date. In addition, each Named Executive Officer will be entitled to a pro-rata annual STI bonus for the year in which his or her termination of employment occurs, and payment by the Company of premiums for health insurance benefit continuation for one year after termination of the Named Executive Officer’s employment, outplacement services for a period of up to 12 months with a cost to the Company of up to $25,000, and vesting of equity awards. The change of control agreements do not include a tax gross up payment provision. If payments under the change of control agreements or otherwise would subject a Named Executive Officer to the parachute excise tax provided under Section 4999 of the Internal Revenue Code, the Company would then either (i) reduce the payments to the largest portion of the payments that would result in no portion of the payments being subject to the parachute excise tax or (ii) pay the full amount of such payments, whichever is better on an after-tax basis for the Named Executive Officer. |
2025 Potential Payments Upon Termination After a Change of Control Table(1)
2025 Potential Payments Upon Termination After a Change of Control Table(1)
2025 Potential Payments Upon Termination After a Change of Control Table(1)
| Name | Benefit | Termination After Change of Control ($)(4) | | François Locoh-Donou | Severance amount(2) | 4,425,200 | | | Accelerated vesting of RSUs(3) | 50,283,193 | | | Benefit coverage continuation | 29,194 | | | Outplacement services | 25,000 | | | Total | 54,762,587 | | Cooper Werner | Severance amount(2) | 900,000 | | | Accelerated vesting of RSUs(3) | 1,863,514 | | | Benefit coverage continuation | 25,775 | | | Outplacement services | 25,000 | | | Total | 2,814,289 | | Tom Fountain | Severance amount(2) | 1,164,000 | | | Accelerated vesting of RSUs(3) | 15,993,704 | | | Benefit coverage continuation | 29,194 | | | Outplacement services | 25,000 | | | Total | 17,211,898 | | John Maddison | Severance amount(2) | 900,000 | | | Accelerated vesting of RSUs(3) | 4,909,902 | | | Benefit coverage continuation | 23,598 | | | Outplacement services | 25,000 | | | Total | 5,858,500 | | Chad Whalen | Severance amount(2) | 1,038,000 | | | Accelerated vesting of RSUs(3) | 13,208,129 | | | Benefit coverage continuation | 29,194 | | | Outplacement services | 25,000 | | | Total | 14,300,323 |
2025 Potential Payments Upon Termination After a Change of Control Table(1)
1.Assumes termination of employment and change in control occurred on September 30, 2025. Because termination of employment is assumed to have occurred on September 30,
Mr. Pelzer’s Transition and Consulting Agreements
| CEO PAY RATIO | As provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring companies to disclose the ratio of the median employee’s annual total compensation relative to the annual total compensation of the CEO. As disclosed in the “Summary Compensation Table” above, the fiscal year 2025 annual total compensation for our CEO was $23,039,819. We estimate that the fiscal year 2025 annual total compensation for the median of all employees, excluding our CEO, was $162,795. The resulting ratio of our CEO’s annual total compensation to that of the median of all employees, excluding our CEO, for fiscal year 2025 is 142 to 1. |
Mr. Pelzer’s Transition and Consulting Agreements
| PAY VERSUS PERFORMANCE | In accordance with Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for Mr. Locoh-Donou, our President and CEO (referred to in the tables below and related information as our principal executive officer (“PEO”)) and Non-PEO NEOs and Company performance for the fiscal years listed below. For information regarding the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to our “Compensation Discussion and Analysis.” |
Pay Versus Performance Table for Fiscal Year 2025
Pay Versus Performance Table for Fiscal Year 2025
Pay Versus Performance Table for Fiscal Year 2025
| Fiscal Year | Summary Compensation Table Total for François Locoh-Donou1 ($) | Compensation Actually Paid to François Locoh- Donou1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Revenue ($ Millions)5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 23,039,819 | 44,505,157 | 5,331,816 | 7,076,641 | 263.25 | 284.85 | 692.4 | 3,088.1 | | 2024 | 18,044,442 | 28,656,363 | 5,841,765 | 8,952,978 | 179.36 | 222.15 | 566.8 | 2,816.1 | | 2023 | 10,856,765 | 13,807,880 | 3,953,914 | 4,619,933 | 131.25 | 145.50 | 394.9 | 2,813.2 | | 2022 | 12,823,862 | 5,483,202 | 5,141,989 | 2,440,083 | 117.89 | 103.12 | 322.2 | 2,695.8 | | 2021 | 11,469,726 | 21,786,280 | 4,137,411 | 7,165,279 | 161.91 | 128.90 | 331.2 | 2,603.4 |
2.The amounts shown for Compensation Actually Paid have been calculated in accordance
2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned,
3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for
3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for
link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs
link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs
in fiscal 2025. We may determine a different financial performance measure to be the most
| Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income |
in fiscal 2025. We may determine a different financial performance measure to be the most
| Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue |
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table. 8.Includes 987 shares of Common Stock underlying RSUs granted under the F5, Inc.
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table. 9.Composed of 2,699 shares of Common Stock underlying RSUs granted under the F5, Inc.
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table. 10.Composed of 8,050 shares of Common Stock underlying RSUs granted under the F5, Inc.
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table. 11.Composed of 2,317 shares of Common Stock underlying RSUs granted under the F5, Inc.
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in
based vesting as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table.
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025 Table.
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
| DELINQUENT SECTION 16(a) REPORTS | Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the SEC reports of ownership of Company securities and changes in reported ownership. Based on a review of reports filed with the SEC, or written representations from reporting persons that all reportable transactions were reported, the Company believes that during fiscal year 2025 the Company's officers, directors, and greater than ten percent owners timely filed all reports they were required to file under Section 16(a). |
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
| Fiscal Year 2025 Proxy Statement | 73 |
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
| Table of Contents | | | | Security Ownership of Certain Beneficial Owners and Management |
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
| EQUITY COMPENSATION PLAN INFORMATION | The following table provides information as of September 30, 2025 with respect to the shares of Common Stock that may be issued under the Company’s existing equity compensation plans. |
as set forth in footnotes (3) and (4) to the Grants of Plan-Based Awards in Fiscal Year 2025
| | Column A | Column B | Column C | | Plan Category | Number of securities to be issued upon exercise of outstanding options and rights | Weighted- average exercise price of outstanding options and rights | Number of securities remaining available for future issuance under equity compensation plans (total securities authorized but unissued under the plans, less Column A) | | Equity compensation plans approved by security holders(1) | 1,594,881(2) | $41.69(3) | 4,402,754(4) | | Equity compensation plans not approved by security holders(5) | 9,534(6) | — | — | | Total | 1,604,415 | $41.69(3) | 4,402,754(4) |
Directors
Directors At the Annual Meeting, the shareholders will vote on the election of eight directors nominated by the Board of Directors to serve until the Annual Meeting of Shareholders for fiscal year 2026, and until their successors are elected and qualified. The Board of Directors has nominated Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie M. Gonzalez, François Locoh-Donou, Maya McReynolds, and Nikhil Mehta for election to the Board of Directors. The nominees indicated that they are willing and able to serve as directors. If a nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors. At the Annual Meeting, the proxies being solicited will be voted for no more than twelve nominees.
Directors
| MAJORITY VOTE STANDARD FOR DIRECTOR ELECTION | The Company’s Bylaws require that in an uncontested election each director will be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. A share whose ballot is marked as withheld, which is otherwise present at the meeting but for which there is an abstention, or to which a shareholder gives no authority or direction shall not be considered a vote cast. In a contested election, the directors will be elected by the vote of a plurality of the votes cast. A contested election is one in which the number of nominees exceeds the number of directors to be elected. |
Directors
In an uncontested election, a nominee who does not receive a majority vote will not be elected. Except as explained in the next paragraph, an incumbent director who is not elected because that director does not receive a majority vote will continue to serve as a holdover director until the earliest of: (a) 90 days after the date on which an inspector determines the voting results as to that director; (b) the date on which the Board of Directors appoints an individual to fill the office held by that director; or (c) the date of that director’s resignation. The Board of Directors may fill any vacancy resulting from the non-election of a director as provided in our Bylaws. The Nominating Committee will consider promptly whether to fill the office of a nominee who fails to receive a majority vote in an uncontested election and make a recommendation to the Board of Directors about filling the office. The Board of Directors will act on the Nominating Committee’s recommendation and within 90 days after the certification of the shareholder vote will disclose publicly its decision. No director who fails to receive a majority vote in an uncontested election will participate in the Nominating Committee’s recommendation or the Board of Directors’ decision about filling the vacancy. For additional information, the complete Bylaws are available on our website at www.f5.com under the “Company — Investor Relations — Governance Documents” section.
Directors
| The Board of Directors recommends a vote “FOR” the election of all of the director nominees. |
Directors
| 76 | Fiscal Year 2025 Proxy Statement |
Directors
| Table of Contents | | |
Directors
| PROPOSAL TWO: |