DEF 14A of F5, Inc., Jan 27, 2025

DEF 14A of F5, Inc.

Filed Jan 27, 2025 · FY20240001140361-25-002078

Open on EDGAR

  1. Proxy Summary

    Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

  2. Proxy Summary

    | ANNUAL MEETING OF SHAREHOLDERS | | Time and Date March 13, 2025 at 11:00 a.m. Pacific Time | | | | Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2025 | | | | Record Date January 7, 2025 | | | | Mailing Date Approximately January 27, 2025 | | | | Voting Shareholders as of the record date are entitled to vote. Each share of Company Common Stock is entitled to one vote for each director nominee and one vote for each of the proposals |

  3. Proxy Summary

    | MEETING AGENDA | • Election of the 12 directors listed in this Proxy Statement and on the proxy card | | | • Advisory vote on compensation of our named executive officers | | | • Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025 | | | • Transact other business that may properly come before the meeting, or any adjournment or postponement |

  4. Proxy Summary

    | | Proposal | | Board Vote Recommendation | Page References for More Detail | | VOTING MATTERS AND VOTE RECOMMENDATION | 1 | To elect 12 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2025 | FOR (each nominee) | p. 83 | | | 2 | Advisory vote to approve the compensation of our named executive officers | FOR | p. 84 | | | 3 | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025 | FOR | p. 86 |

  5. Proxy Summary

    | Fiscal Year 2024 Proxy Statement | 1 |

  6. Proxy Summary

    | | Proxy Summary |

  7. Proxy Summary

    | ABOUT F5 | | | OUR VALUES | |

  8. Proxy Summary

    | BOARD & GOVERNANCE HIGHLIGHTS | Independent Board Chair | 11 of 12 Board Nominees are Independent | 8 of 12 Board Nominees Identify as Diverse | | | Declassified Board — All Directors Elected Annually | Share Ownership Guidelines for Executives & Directors | Clawback Policy for Named Executive Officers | | | One-year Post-vesting Holding Period for Executive Equity Awards Beginning with Grants Awarded in Fiscal Year 2022 | Majority Voting for All Directors | Third-Party Led Board Self-Assessment Process | | | Independent Directors Meet Without Management Present | Prohibition on Hedging, Pledging and Short Sale of Company Stock | |

  9. Proxy Summary

    | 2 | Fiscal Year 2024 Proxy Statement |

  10. Proxy Summary

    | | Proxy Summary |

  11. Proxy Summary

    | AWARDS AND COMPANY RECOGNITION | F5 Named a Leader in the IDC MarketScape: Worldwide Web Application and API Protection Enterprise Platforms 2024 Vendor Assessment | F5 Named Winner of Best API Security Solution by SC Awards 2024 | F5 Recognized with Six TrustRadius Top Rated Awards | | | Finalist for the CRN Tech Innovator Award | F5 Listed Among Leaders in KuppingerCole Leadership Compass 2024 for WAF | F5 employee awarded CRN’s The Most Powerful Women of the Channel 2024: Power 100 |

  12. Proxy Summary

    | FISCAL YEAR 2024 Performance Highlights | Annual revenue $2.8 BILLION | Cash flow from operations $792 MILLION | | | GAAP net income $567 MILLION | Cash returned to shareholders through share repurchases $500 MILLION |

  13. 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. |

  14. Proxy Summary

    | Fiscal Year 2024 Proxy Statement | 3 |

  15. Proxy Summary

    | | Proxy Summary |

  16. 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. | | Post-vesting holding requirement | Beginning with awards granted in fiscal year 2022, Company executives must retain for at least one year the net shares received on the vesting of Restricted Stock Units, which aligns executives’ long-term incentives with the interests of shareholders. | | 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. |

  17. Proxy Summary

    | 4 | Fiscal Year 2024 Proxy Statement |

  18. Proxy Summary

    | | Proxy Summary |

  19. 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. |

  20. Proxy Summary

    | | | | | | | | Committees | | | | | Name | Age | Director Since | Occupation | Independent | Diverse(1) | Other Public Boards | Audit | Risk | Talent and Compensation | Nominating and ESG | | Marianne N. Budnik | 56 | October 2022 | Chief Marketing Officer, VAST Data; Director, Cerence Inc. | | | | | | | | | Elizabeth L. Buse | 63 | September 2020 | Director, U.S. Bancorp; Retired Chief Executive Officer, Monitise, Plc. | | | | | | | | | Michel Combes | 62 | September 2023 | Former Executive Vice President, Claure Group; Director, Philip Morris International Inc.; Director, Etisalat | | | | | | | | | Michael L. Dreyer | 61 | October 2012 | Director, Coherent Corp. (formerly II-VI Inc.); Retired Chief Operations Officer, Silicon Valley Bank | | | | | | | | | Tami Erwin | 60 | October 2023 | Director, Deere & Company; Director, Xerox Corporation; Director, York Space Systems; Former Chief Executive Officer, Verizon Business Group | | | | | | | | | Julie M. Gonzalez | 43 | October 2024 | Sr. Vice President, Business Finance, Workday, Inc. | | | | | | | | | Alan J. Higginson | 77 | May 1996 | Chair of the Board, F5; Former Chair, Hubspan, Inc. | | | | | | | | | Peter S. Klein | 62 | March 2015 | Director, Denali Therapeutics Inc.; Director, Accolade, Inc.; Retired Chief Financial Officer, Microsoft Corporation | | | | | | | | | François Locoh-Donou | 53 | April 2017 | President and Chief Executive Officer, F5; Director, Capital One Financial Corporation | | | | | | | | | Maya McReynolds | 53 | October 2024 | Chief Financial Officer, Client Solutions Group, Dell Technologies Inc. | | | | | | | | | Nikhil Mehta | 47 | January 2019 | Chief Executive Officer, Gainsight, Inc.; Director, Pubmatic, Inc. | | | | | | | | | Michael F. Montoya | 53 | June 2021 | Chief Operating Officer, BlueVoyant | | | | | | | |

  21. Proxy Summary

    | | = Chair | | = Member | | = Financial Expert(2) |

  22. Proxy Summary

    | Fiscal Year 2024 Proxy Statement | 5 |

  23. Proxy Summary

    | | Proxy Summary |

  24. Proxy Summary

    | 1. | Directors included in the diverse designation represent individuals whose race, ethnicity, gender, or LGBTQ+ self-identification contribute to Board heterogeneity and expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, investors, and other stakeholders, and met the definition of “diverse director” under the Nasdaq Listing Rules previously approved. |

  25. Proxy Summary

    | 2. | Audit committee financial expert as defined in Item 407 of Regulation S-K. |

  26. Proxy Summary

    | BOARD SKILLs AND DIVERSITY MATRIX | Five of our 12 Director nominees are women, four of our 12 Director nominees are ethnically diverse with one identifying as Black, one identifying as Asian and two identifying as Hispanic/Latino(a). No Directors identify as LGBTQ+. One director identifies as a military veteran. |

  27. Proxy Summary

    | 6 | Fiscal Year 2024 Proxy Statement |

  28. Proxy Summary

    | | Proxy Summary |

  29. Proxy Summary

    | Total number of directors: 12 |

  30. Proxy Summary

    | (1) Represents Director nominees with financial fluency. The Board of Directors has determined that Mr. Klein and Mses. Gonzalez and McReynolds are “audit committee financial experts” as defined in Item 407 of Regulation S-K. |

  31. Proxy Summary

    | Fiscal Year 2024 Proxy Statement | 7 |

  32. Board of Directors

    Board of Directors The Board of Directors of the Company currently consists of twelve (12) directors. The Board of Directors has nominated the following twelve (12) directors for election to the Board of Directors at the Annual Meeting:

  33. Board of Directors

    | Name | Director Since | | François Locoh-Donou | April 2017 | | Alan J. Higginson | May 1996 | | Marianne N. Budnik | October 2022 | | Elizabeth L. Buse | September 2020 | | Michel Combes | September 2023 | | Michael L. Dreyer | October 2012 | | Tami Erwin | October 2023 | | Julie M. Gonzalez | October 2024 | | Peter S. Klein | March 2015 | | Maya McReynolds | October 2024 | | Nikhil Mehta | January 2019 | | Michael F. Montoya | June 2021 |

  34. Board of Directors

    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.

  35. 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, Peter S. Klein, Maya McReynolds, Nikhil Mehta, and Michael F. Montoya. François Locoh-Donou is not considered independent because he is the Company’s President and Chief Executive Officer. Prior to their respective resignations, each of Ms. Marie Myers and Mr. Sripada Shivanada were deemed independent directors. |

  36. Board of Directors

    | Stock Ownership Guidelines for Directors | In October 2010, the Board of Directors adopted stock ownership guidelines for the Company’s directors and executive officers. Directors are required to own shares of Common Stock equal in value to five times the directors’ annual cash retainer. Directors are required to achieve this ownership level within three years of joining the Board. 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. |

  37. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 21 |

  38. Board of Directors

    | | Board of Directors |

  39. 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: |

  40. Board of Directors

    | | FRANÇOIS LOCOH-DONOU | | | | Age: 53 Director Since: 4/2017 Committees: None | | | | Other Current Public Company Boards: Capital One Financial Corporation | | | | Qualification Highlights With a 26-year background in enterprise technology, Mr. Locoh-Donou has extensive executive experience spanning the security, networking, and telecommunications industries. In his eight years as F5 CEO, he has led F5’s transformation from a datacenter hardware-centric company to a software-first leader in multi-cloud application security and delivery. Over 70% of revenues are now recurring, and our SaaS portfolio of services is rapidly expanding. Prior to F5, 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 network strategy and technology company • 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 Espoi, 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 |

  41. Board of Directors

    | 22 | Fiscal Year 2024 Proxy Statement |

  42. Board of Directors

    | | Board of Directors |

  43. Board of Directors

    | | ALAN J. HIGGINSON | | | | Age: 77 Director Since: 5/1996 Committees: CC, NESGC | | | | Other Current Public Company Boards: None | | | | Qualification Highlights Mr. Higginson has over 30 years of experience as a senior executive in a wide range of both public and private software and other technology companies. His experience includes leading worldwide sales organizations and the management of international joint ventures and distribution channels. He has also been active in a number of software and technology industry associations, and as an advisor to early-stage technology companies. Mr. Higginson joined our Board of Directors shortly after the Company was founded. His deep understanding of the Company’s historical and current business strategies, and objectives and technologies, provides an important and insightful perspective for our Board of Directors, as well as our senior management. | | | | Career Highlights F5, Inc. • Director (since May 1996) • Chair of the Board (since April 2004) • Lead Independent Director (July 2015 - December 2015) Hubspan, Inc., an e-business infrastructure provider • Chairperson (September 2009 - March 2012) • President and CEO (August 2001 - September 2007) | Other U.S.-Listed Public Company Directorships Within the Past Five Years • N/A Other Experience • Former Director, Pivot3, Inc., a privately held company that develops and markets automated hyperconverged infrastructure solutions (December 2011 - February 2020) • Former Director, adeptCloud Inc., a privately held company that provides cloud-based collaboration services • Former Director, Clarity Health Services, a privately held company that provides web-based health care coordination services • Former President, Atrieva, a provider of advanced data backup and retrieval technology | | | Education • B.S. in Commerce from Santa Clara University • M.B.A. from Santa Clara University | |

  44. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 23 |

  45. Board of Directors

    | | Board of Directors |

  46. Board of Directors

    | | MARIANNE N. BUDNIK | | | | Age: 56 Director Since: 10/2022 Committees: RC, NESGC | | | | Other Current Public Company Boards: Cerence Inc. | | | | Qualification Highlights Ms. Budnik’s extensive experience as a Chief Marketing Officer in the 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 • N/A Other Experience Former Leadership Roles • SimpliVity • Acme Packet • CA Technologies • EMC Corporation |

  47. Board of Directors

    | 24 | Fiscal Year 2024 Proxy Statement |

  48. Board of Directors

    | | Board of Directors |

  49. Board of Directors

    | | ELIZABETH L. BUSE | | | | Age: 63 Director Since: 9/2020 Committees: AC, CC, NESGC | | | | Other 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 • N/A 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. |

  50. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 25 |

  51. Board of Directors

    | | Board of Directors |

  52. Board of Directors

    | | MICHEL COMBES | | | | Age: 62 Director Since: 9/2023 Committees: CC | | | | Other Current Public Company Boards: Philip Morris International Inc., and Etisalat | | | | 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 in Europe 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) Forgelight LLC • Partner (2024 - Present) 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) Philip Morris International Inc., an American multinational tobacco company building a future on smoke-free products • Director (since December 2020) Etisalat, a global telecommunications company • Director (since March 2021) 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 • Advisory Committee, McLaren Group Ltd, a British holding company involved in Formula One and other motorsport (since 2017) • Former Director, Assystem, an independent engineering group (June 2003-December 2023) • Non-voting Board Observer, Assystem (since 2023) Other Experience Chairman & Chief Executive Officer, MC Advisory LLC Chairman & Chief Executive Officer, MC Conseil 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 Private Boards: Chairman, Connect Parent Corporation Director, Swile SAS Director, ContentSquare Director, E-Space Former Director, OneWeb Holdings Limited |

  53. Board of Directors

    | 26 | Fiscal Year 2024 Proxy Statement |

  54. Board of Directors

    | | Board of Directors |

  55. Board of Directors

    | | MICHAEL L. DREYER | | | | Age: 61 Director Since: 10/2012 Committees: AC, RC, NESGC | | | | Other Current Public Company Boards: Coherent Corp. | | | | Qualification Highlights Mr. Dreyer has extensive experience as an information technology executive. He brings to our Board of Directors valuable insights regarding data center operations and the role of our technology in the data center, as well as an understanding of data traffic management technologies, data security, and other networking technology trends. Mr. Dreyer’s information technology and data management expertise combined with his background as a senior executive in the financial industry make him well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. • Directors (since October 2012) Silicon Valley Bank, a high-tech commercial bank • Chief Operations Officer (November 2015 - April 2019) Monitise, a technology leader in mobile banking • Chief Operating Officer (August 2014 - September 2015) Visa, Inc., a leading global payments technology company • Chief Information Officer (February 2005 - April 2014) Inovant, a part of Visa International • Chief Information Officer Coherent Corp. (formerly II-VI Incorporated), a company that supplies engineered materials, optoelectronic components and optical systems solutions (who acquired Finisar in 2019) • Director (since September 2019; Director with Finisar December 2015 - September 2019) Education • Bachelor of Science in psychology from Washington State University • M.B.A. from Washington State University | Other U.S.-Listed Public Company Directorships Within the Past Five Years • None Other Experience Former Director, Deep Labs, Inc., an artificial intelligence-based identity verification solution (October 2018 - August 2022) Former Leadership Positions • VISA USA • American Express • Prime Financial, Inc. • Federal Deposit Insurance Company • Downey Savings • Bank of America • Fairmont Hotel Management Company |

  56. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 27 |

  57. Board of Directors

    | | Board of Directors |

  58. Board of Directors

    | | TAMI ERWIN | | | | Age: 60 Director Since: 10/2023 Committees: AC, CC | | | | Other 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 Former Leadership Roles: • 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) |

  59. Board of Directors

    | 28 | Fiscal Year 2024 Proxy Statement |

  60. Board of Directors

    | | Board of Directors |

  61. Board of Directors

    | | JULIE GONZALEZ | | | | Age: 43 Director Since: 10/2024 Committees: AC | | | | Other Current Public Company Boards: None | | | | Qualification Highlights Ms. Gonzalez has widespread 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 financial services and human capital management experience 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., an on-demand financial management, human capital management, and student information system software 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 Electrician 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 |

  62. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 29 |

  63. Board of Directors

    | | Board of Directors |

  64. Board of Directors

    | | PETER S. KLEIN | | | | Age: 62 Director Since: 3/2015 Committees: AC, RC | | | | Other Current Public Company Boards: Denali Therapeutics Inc. and Accolade, Inc. | | | | Qualification Highlights Mr. Klein’s extensive experience as a finance executive in a variety of technology companies, including experience as the Chief Financial Officer of the world’s largest software company, and experience managing the finance function for significant enterprises with diverse operating models, bring important and valuable perspectives to our Board of Directors. His experience as a public company chief financial officer qualifies him as an “audit committee financial expert” as defined in Item 407 of Regulation S-K. | | | | Career Highlights F5, Inc. • Director (since March 2015) WME, a global leader in sports and entertainment marketing • Chief Financial Officer (January 2014 - June 2014) Microsoft Corporation, an American multinational technology conglomerate • Chief Financial Officer (November 2009 - May 2013) Denali Therapeutics Inc., a biotechnology company • Director (since March 2018) Accolade, Inc., a health care technology and services company • Director (since September 2019) Education • Bachelor of Arts from Yale University • M.B.A. from the University of Washington | Other U.S.-Listed Public Company Directorships Within the Past Five Years • Sarcos Technology and Robotics Corp., a robotics and microelectromechanical company (September 2016 - January 2024) Other Experience • Former Board Member, Apptio Inc., a publicly-traded software company (October 2013 - January 2019) • Former Board Member, Joshua Green Corporation, a privately held investment company (May 2015 - February 2023) • Former Board Member, Livible, Inc., a utility management platform for both residential and commercial property stakeholders (October 2018 - March 2020) Former Senior Finance Roles • McCaw Communications • Orca Bay Capital • Asta Networks • Homegrocer.com |

  65. Board of Directors

    | 30 | Fiscal Year 2024 Proxy Statement |

  66. Board of Directors

    | | Board of Directors |

  67. Board of Directors

    | | MAYA McREYNOLDS | | | | Age: 53 Director Since: 10/2024 Committees: AC | | | | Other Current Public Company Boards: None | | | | Qualification Highlights Ms. McReynolds has great 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 Finance and Accounting from Tulane University | Other U.S.-Listed Public Company Directorships Within the Past Five Years • None Other Experience • Minute Maid Juices • KPMG |

  68. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 31 |

  69. Board of Directors

    | | Board of Directors |

  70. Board of Directors

    | | NIKHIL MEHTA | | | | Age: 47 Director Since: 1/2019 Committees: AC, CC | | | | Other Current Public Company Boards: Pubmatic, 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 • Chief Executive Officer (since February 2013) 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 • Lead Edge Growth Opportunities, Ltd., a blank check company focused on technology businesses (March 2021 - March 2023) Other Experience • Vice President, VERITAS Software • Vice President, Symantec Corporation |

  71. Board of Directors

    | 32 | Fiscal Year 2024 Proxy Statement |

  72. Board of Directors

    | | Board of Directors |

  73. Board of Directors

    | | MICHAEL F. MONTOYA | | | | Age: 53 Director Since: 6/2021 Committees: RC, NESGC | | | | Other Current Public Company Boards: None | | | | Qualification Highlights Mr. Montoya’s extensive experience as an information security executive provides a valuable perspective on comprehensive security programs across diverse industries and geographies. Serving as a Chief Information Security officer for large multinationals, his extensive experience working across global markets, working with regulators, supporting incident response and managing large security and risk mitigation programs make him well qualified to serve on our Board of Directors. | | | | Career Highlights F5, Inc. • Director (since June 2021) BlueVoyant, a cybersecurity company providing an AI cyber defense platform and services • Chief Operating Officer (since December 2024) Equinix, Inc., a global interconnection and data center company • Senior Vice President and Chief Information Officer (October 2019 - November 2024) Digital Realty Trust, Inc., a global data center • Senior Vice President and Chief Information Security Officer (September 2018 - September 2019) Microsoft Corporation, an American multinational technology conglomerate • Chief Cybersecurity Officer, Asia (August 2016 - September 2018) Various leadership roles in Security, Services and IT operating from Redmond USA, London UK, Singapore, and Tokyo, Japan (1998 - 2009) Education • Bachelor of Arts in economics from The University of New Mexico | Other U.S.-Listed Public Company Directorships Within the Past Five Years • None Other Experience Former Director, Sygnia, a privately held cyber technology and services company providing high-end consulting and incident response support for organizations worldwide (August 2022-December 2024) Former Leadership Roles • FireEye Singapore • Microsoft UK & Redmond • EMC |

  74. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 33 |

  75. Board of Directors

    | | Board of Directors |

  76. Board of Directors

    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.

  77. Board of Directors

    | Director Nomination | Board Composition and Effectiveness. In fiscal year 2022, the Board, led by the Chair of the Nominating and ESG Committee, retained an outside consultant, Spencer Stuart, to embark on a three-year 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. In fiscal year 2024, Spencer Stuart continued its engagement with a focus on the Board composition and individual Board member effectiveness. |

  78. Board of Directors

    Criteria for Nomination to the Board of Directors. The Nominating and ESG 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 and ESG 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 and ESG 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 and ESG 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 – ESG – 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 and ESG Committee to identify qualified candidates. These candidates are evaluated by the Nominating and ESG 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. Using the input from such interviews and the information obtained from and recommendation provided by the Nominating and ESG Committee, the full Board determines whether to appoint or nominate, as the case may be, a candidate to the Board.

  79. Board of Directors

    | 34 | Fiscal Year 2024 Proxy Statement |

  80. Board of Directors

    | | Board of Directors |

  81. Board of Directors

    The Nominating and ESG 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 shareholders. 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 and ESG 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 and ESG 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 and ESG Committee was seeking in potential candidates and was specifically requested to include diverse candidates in the search. 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 and ESG Committee for their review. The third-party search firm interviewed those candidates whom the Nominating and ESG Committee determined merited further consideration and assisted in arranging interviews of selected candidates with members of the Nominating and ESG 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 and ESG 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 2025 Annual Meeting, appropriate notice of the nomination must be received by the Secretary of the Company on or after August 30, 2025 and on or before September 29, 2025. Nominating shareholders and nominees must satisfy the notice, information, and consent requirements set forth in the Company’s Bylaws. The Nominating and ESG Committee will consider written proposals from shareholders for nominees for director. Any such nominations should be submitted to the Nominating and ESG 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 2025” below.

  82. Board of Directors

    | Fiscal Year 2024 Proxy Statement | 35 |

  83. Board of Directors

    | | Board of Directors |

  84. Board of Directors

    | 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 — ESG — 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. |

  85. 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 did not recommend any changes to non-employee director compensation based on its review and the Board of Directors made no changes to the director compensation level for fiscal year 2024. 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. |

  86. Board of Directors

    The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended September 30, 2024.

  87. Board of Directors

    | 36 | Fiscal Year 2024 Proxy Statement |

  88. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024

  89. Director Compensation for Fiscal Year 2024

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Marianne N. Budnik | 103,489 | 250,032 | 353,521 | | Elizabeth L. Buse | 108,489 | 250,032 | 358,521 | | Michel Combes | 72,500 | 362,605 | 435,105 | | Michael L. Dreyer | 115,989 | 250,032 | 366,021 | | Tami Erwin | 84,960 | 341,032 | 425,992 | | Alan J. Higginson | 185,000 | 250,032 | 435,032 | | Peter S. Klein | 110,989 | 250,032 | 361,021 | | Nikhil Mehta | 89,121 | 250,032 | 339,153 | | Michael F. Montoya | 92,500 | 250,032 | 342,532 | | Marie E. Myers | 20,660 | — | 20,660 | | Sripada Shivananda | 67,850 | 250,032 | 317,882 |

  90. Director Compensation for Fiscal Year 2024

    | 1. | François Locoh-Donou, the Company’s President and Chief Executive officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his services as a director. In addition, Julie M. Gonzalez and Maya McReynolds did not join the Board until after (i.e., on October 10, 2024) the completion of the Company’s fiscal year 2024. |

  91. Director Compensation for Fiscal Year 2024

    | 2. | Represents the aggregate annual retainers, Board of Directors chair retainer, committee chair retainers, and member committee fees. Non-employee directors of the Company are currently paid $60,000 annually for their services as members of the Board of Directors. The Chair of the Board of Directors receives an additional $100,000 paid annually. Chairs of the Audit, Risk, Compensation, and Nominating and ESG Committees receive an additional $20,000, $20,000, $12,500, and $12,500, respectively, annually. In addition, the members of the Audit, Risk, Compensation, and Nominating and ESG Committees (including the Committee chairs) are paid annual payments of $20,000, $20,000, $12,500, and $12,500, respectively. Directors receive cash fees in quarterly installments. Ms. Myers resigned from the Board of Directors effective January 3, 2024, and Mr. Shivananda resigned from the Board of Directors effective June 24, 2024. Ms. Erwin was appointed to the Board of Directors on October 31, 2023, at which time Ms. Erwin also became a member of the Audit and Compensation Committees. Messrs. Dreyer, Klein, Montoya, and Shivananda, and Mses. Budnik and Buse became members of additional committees on March 14, 2024. The following table provides a breakdown of fees earned or paid in cash: |

  92. Director Compensation for Fiscal Year 2024

    | Fiscal Year 2024 Proxy Statement | 37 |

  93. Director Compensation for Fiscal Year 2024

    | | Director Compensation for Fiscal Year 2024 |

  94. Director Compensation for Fiscal Year 2024

    | Name | Annual Retainers ($) | Board and Committee Chair Fees ($) | Member Committee Fees ($) | Total ($) | | Marianne N. Budnik | 60,000 | 10,989(4) | 32,500 | 103,489 | | Elizabeth L. Buse | 60,000 | 12,500 | 35,989 | 108,489 | | Michel Combes | 60,000 | 0 | 12,500 | 72,500 | | Michael L. Dreyer | 60,000 | 12,500 | 43,489 | 115,989 | | Tami Erwin | 55,109 | 0 | 29,851 | 84,960 | | Alan J. Higginson | 60,000 | 100,000 | 25,000 | 185,000 | | Peter S. Klein | 60,000 | 20,000 | 30,989 | 110,989 | | Nikhil Mehta | 60,000 | 0 | 29,121 | 89,121 | | Michael F. Montoya | 60,000 | 0 | 32,500 | 92,500 | | Marie E. Myers | 15,495 | 0 | 5,165 | 20,660 | | Sripada Shivananda | 44,011 | 0 | 23,839 | 67,850 |

  95. Director Compensation for Fiscal Year 2024

    | 3. | This column represents the aggregate grant date fair value of restricted stock units (RSUs) granted to directors in the year computed in accordance with ASC Topic 718 and determined as of the grant date. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, please refer to note 1 “Summary of Significant Accounting Policies — Stock-based Compensation”, and note 10 “Stock-Based Compensation” in our financial statements included in our Annual Report to Shareholders on Form 10-K for the year ended September 30, 2024. On March 14, 2024, the Board of Directors approved the recommendations of the Compensation Committee that each non-employee director receive a grant on March 14, 2024 of RSUs representing the right to receive 1,309 shares of Common Stock under the F5, Inc. Incentive Plan (with a grant date fair value of $250,032 in accordance with ASC Topic 718), which will fully vest on March 12, 2025 if the non-employee director continues to serve as a director on that date. On October 31, 2023, the Board of Directors approved the recommendations of the Compensation Committee that Mr. Combes and Ms. Erwin receive in connection with their appointment to the Board a grant on November 1, 2023 of RSUs representing the right to receive 741 and 599 shares of Common Stock, respectively, under the F5, Inc. Incentive Plan (with a grant date fair value of $112,573 and $91,000, respectively, in accordance with ASC Topic 718), which fully vested on March 13, 2024. As of September 30, 2024, the 1,309 RSUs awarded to each non-employee director were the only RSUs held by each such director, and they were not yet vested. Due to the timing of their respective departure from and appointment to the Board, Mses. Myers, Gonzalez and McReynolds were not granted RSUs in fiscal year 2024. |

  96. Director Compensation for Fiscal Year 2024

    | 4. | Ms. Budnik was appointed Chair of the Risk Committee effective March 14, 2024 upon the creation of the new Risk Committee. |

  97. Director Compensation for Fiscal Year 2024

    | 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. |

  98. Director Compensation for Fiscal Year 2024

    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

  99. Director Compensation for Fiscal Year 2024

    | 38 | Fiscal Year 2024 Proxy Statement |

  100. Director Compensation for Fiscal Year 2024

    | | Director Compensation for Fiscal Year 2024 |

  101. Director Compensation for Fiscal Year 2024

    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. 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 the overall annual equity pool based upon annual target levels and approves each equity award for employees and executive officers except the CEO and recommends CEO equity awards to the full Board for approval prior to the date of grant. 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 2024 included both revenue and non-GAAP operating income targets, as well as targets for Diversity and Inclusion (D&I) metrics. These targets were intended to ensure that the executive officers appropriately manage operating risks, avoid excessive risk-taking, and maintain the Company’s gross margin and operating margin targets while growing our revenue base, as well work to make F5 a diverse and 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.

  102. Director Compensation for Fiscal Year 2024

    | 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, 2024. |

  103. Director Compensation for Fiscal Year 2024

    Members of the Compensation Committee: Elizabeth L. Buse, Chair Marianne N. Budnik (through March 13, 2024) Michel Combes Tami Erwin Alan J. Higginson Nikhil Mehta

  104. Director Compensation for Fiscal Year 2024

    | Fiscal Year 2024 Proxy Statement | 39 |

  105. FACTORS TO CONSIDER

    | COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION | What We Do | | | | | Pay for performance emphasized and executive compensation aligned with F5’s business objectives and performance, and the creation of shareholder value | | | | Listen to shareholder feedback - replaced the software revenue growth performance metric in the long-term incentive program with an earnings per share (eps) metric to increase focus on profitability | | | | Incentive-based compensation at risk if threshold performance metrics not achieved | | | | Executive compensation is reviewed annually by an independent compensation consultant hired by the talent and Compensation Committee | | | | Stock ownership guidelines that encourage alignment with the interests of shareholders | | | | Post-vesting holding requirements expanded to require a minimum of one year hold after vesting of those equity awards granted in fiscal year 2022 and thereafter |

  106. 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 |

  107. FACTORS TO CONSIDER

    | updates to the compensation program for fiscal year 2025 | The Compensation Committee, with the assistance of its independent compensation consultant, continues to monitor and evaluate the Company’s compensation practices for its executive officers and has implemented a change to the short-term cash incentive (“STI”) 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. |

  108. FACTORS TO CONSIDER

    | updates to the compensation program for fiscal year 2024 | The Compensation Committee implemented three changes to the executive compensation program in fiscal year 2024. | | | 1. Transition to a three-year vesting period for rTSR Performance Awards. To more closely align executive compensation with long-term shareholder value creation, the Compensation Committee transitioned the measurement and vesting periods for the performance based RSU’s (“Performance Awards”) earned by executives officers based upon the Company’s rTSR performance. Over the coming three years, shares earned for rTSR performance will transition to a three-year measurement period with a three-year cliff vesting at the end of the measurement period. The Company believes that this three-year measurement period and cliff vesting better rewards the creation of long-term shareholder value. | | | 2. Changes to the Measurement Periods for Financial Metric Based Performance Awards. To simplify the Company’s long-term incentive compensation (“LTI”) program, the Compensation Committee moved from a series of three one-year measurement periods for Performance Awards for executive officers based on financial metrics to a one-year performance measurement period and a series of one year cliff vesting periods with one third vesting each year based upon the level of achievement attained over the one-year performance period. The Company believes that this arrangement, along with the three-year performance period and cliff vesting for Performance Awards associated with the Company’s rTSR metric provides a balance of incentives to drive shareholder value creation and motivate and retain top executive officers | | | 3. Changes to the STI Program – New Financial Metric and Rebalanced Weighting. The final change was a new performance metric for the Company’s short-term incentive (“STI”) program for executive officers and a rebalanced weighting for the STI financial performance metrics. Previously, the Compensation Committee utilized three metrics for the STI program: Revenues, EBIDTA and Diversity and Inclusion metrics (comprised of diversity representation metrics and the Company’s belonging score from its employee survey). These metrics were weighted 60%/30%/10% respectively. The Compensation Committee replaced the EBITDA metric with a new non-GAAP operating income metric as it is more reflective of the Company’s near-term financial performance. In addition, the Compensation Committee re-weighted the top line and bottom line STI metrics (revenue and non-GAAP operating income) from a 60% weighting for revenue to a 45% weighting for revenue and an equal weighting of 45% for non-GAAP operating income. The remaining 10% will continue to be based upon the Company’s performance against its Diversity and Inclusion goals. The Company believes that this new weighting is appropriate as it continues to grow profitability through operating leverage while also driving top line growth. |

  109. FACTORS TO CONSIDER

    | • | Links incentive compensation to the performance of the Company and aligns the interests of our executive officers with the long-term interests of our shareholders; and |

  110. FACTORS TO CONSIDER

    | • | Establishes incentives that relate to the Company’s annual and long-term business strategies and objectives. |

  111. FACTORS TO CONSIDER

    In recognition of shareholder sentiment for fiscal year 2024, the Compensation Committee began transitioning the measurement and vesting periods for the performance based RSUs earned by our executive officers based upon the Company’s rTSR performance. Over the coming years, shares earned for rTSR performance will transition to a three-year measurement period with a three-year cliff vesting at the end of the measurement period. The Compensation Committee carefully considers feedback from shareholders about the Company’s executive compensation program, including the results of the shareholders’ annual advisory vote on executive officer compensation. The Compensation Committee believes this vote reflects overall support for our executive compensation program. Shareholders are invited to express their views to the Compensation Committee, including as described above under the heading “Communications with Directors.”

  112. FACTORS TO CONSIDER

    | The charts below reflect the percentage of NEO target total direct compensation that was performance-based (bonus and performance-based portion of LTI) for fiscal year 2024: | | |

  113. FACTORS TO CONSIDER

    For fiscal year 2024 the Compensation Committee evaluated target total direct compensation opportunities for each NEO against benchmarks at the 25th, 50th and 75th percentiles of the competitive market with a goal to set target total direct cash compensation for the NEOs (base salary plus the target annual bonus) and target total direct compensation (cash and equity compensation) at or near the 50th percentile range relative to the Company’s compensation peer group. Target total direct compensation for Messrs. Locoh-Donou and Whalen was well aligned to the 50th percentile of the proxy peers, Ms. Sprague was aligned closer to the 75th percentile of the proxy peers to recognize the breadth of her role, and the other NEOs were below the 50th percentile of our proxy peers.

  114. Base Salary

    | • | Market data from the Radford Global Compensation survey database covering technology companies in comparable areas (Survey Companies); and |

  115. Base Salary

    | • | Compensation paid to comparable executives as set forth in the proxy statements for the companies in our compensation peer group developed by the Compensation Committee’s independent compensation consultant (See “Factors Considered by the Compensation Committee in Establishing Executive Compensation — Competitive Market Analysis”). |

  116. 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 participate in our annual cash incentive program, with each NEO assigned a target annual bonus opportunity expressed as a percentage of the NEO’s annual base salary. The Compensation Committee, and in the case of the NEOs other than the President and CEO in consultation with our President and CEO, determines the target annual bonus opportunities based on its assessment of the impact each position has on the Company’s performance and an analysis of competitive market data drawn from the Peer Group Companies and the Survey Companies (for positions where peer group data is not available). For fiscal year 2024, target annual bonus opportunities ranged from 90% to 130% of NEO base salaries. However, in recognition of the challenging macroeconomic environment and the Company’s focus on increasing profitability, the Compensation Committee exercised its discretion and capped the actual annual bonus payment of the NEOs other than Mr. Locoh-Donou at 75% of target and at 50% of target in the case of Mr. Locoh-Donou. The table below sets forth the actual performance attainment level for each NEO as well as the capped amount of their actual bonus payments.

  117. Annual Cash Incentives

    | | Base Salary Annual Rate ($) | Incentive Plan Target as a % of Base Salary | Incentive Plan Maximum as a % of Base Salary | Attainment as % of Target(1) | Compensation Committee- Imposed Cap | Actual ($) | | François Locoh-Donou | $962,000 | 130% | 260% | 99.1% | 50% | $625,300 | | Frank Pelzer | $562,000 | 90% | 180% | 99.1% | 75% | $379,350 | | Tom Fountain | $582,000 | 100% | 200% | 99.1% | 75% | $436,500 | | Kara Sprague | $525,000 | 90% | 180% | 99.1% | 75% | $354,375 | | Chad Whalen | $499,000 | 100% | 200% | 99.1% | 75% | $374,250 |

  118. Annual Cash Incentives

    | 1. | Rounded to nearest tenth of a percent. |

  119. Fiscal Year 2024 Performance Metrics

    Fiscal Year 2024 Performance Metrics Consistent with the Company’s commitment to our ESG initiatives, and to continue to make F5 a more diverse and inclusive place to work, the Compensation Committee continued to include quantitative diversity and inclusion (“D&I”) metrics for its executive officers’ fiscal year 2024 annual cash incentive program. As described above in “Corporate Governance - Social - Diversity and

  120. Fiscal Year 2024 Performance Metrics

    | 48 | Fiscal Year 2024 Proxy Statement |

  121. Fiscal Year 2024 Performance Metrics

    | | Executive Compensation |

  122. Fiscal Year 2024 Performance Metrics

    Inclusion,” the Company believes our differences—when embraced with humility and respect—drive smarter decisions, increased innovation, stronger performance, and a culture where everyone can be themselves and reach their full potential. The metrics (and their relative weighting) for the fiscal year 2024 annual cash incentive program were:

  123. Fiscal Year 2024 Performance Metrics

    | • | 45% based on the Company achieving target revenue for the fiscal year; |

  124. Fiscal Year 2024 Performance Metrics

    | • | 45% based on the Company achieving target non-GAAP operating income (“Operating Income”) for the fiscal year; and |

  125. Fiscal Year 2024 Performance Metrics

    | • | 10% based on the Company achieving target growth in D&I representation. |

  126. Fiscal Year 2024 Performance Metrics

    Non-GAAP operating income excludes 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, and restructuring charges. The focus on revenue growth balanced by the Operating Income and D&I targets ensures that the Company appropriately manages operating risks, avoids excessive risk-taking, and maintains its gross margin and operating margin targets while building a company culture of belonging and representation. The Compensation Committee believes these goals 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 cash incentive program. The Compensation Committee determines the target level for each performance metric and will not pay cash bonuses with respect to the revenue and Operating Income performance metrics unless at least 80% of the applicable target goal is achieved. Payment with respect to the annual revenue and Operating Income performance metrics are linear above 80% of the applicable target and subject to a 200% cap. The Company’s actual performance against each of the annual revenue and Operating Income metrics is evaluated separately and for our executive officers to earn more than 100% of their target bonus opportunities allocated to these metrics, the aggregate results for both the annual revenue and Operating Income performance metrics must equal or exceed 100% of the applicable target performance level. The D&I performance metric is weighted in four equal parts consisting of growth of global female employees, growth of U.S. Black employees, growth of U.S. Hispanic/Latino(a) employees (collectively, the “Diversity Goals”) and a favorable global belonging score (the “Inclusion Goal”) returned in the most recent employee survey results. The attainment for the Diversity Goals is determined on a straight-line basis for growth over the baseline and subject to the 200% cap. The Inclusion Goal is subject to a 70% achievement threshold, which provides for a 50% payout, and determined on a linear basis between the threshold and target performance levels and on a linear basis above the target performance level and subject to the 200% cap at a 90% achievement level. For example, if 90% of the annual revenue target, 85% of the Operating Income target and 80% of the D&I target were achieved, the annual cash bonus would be paid out at 86.8%. If 90% of the annual revenue target, 150% of the Operating Income target and 110% of the D&I target were achieved, the annual cash bonus with respect to the aggregate of the revenue and Operating Income performance metrics would be capped at 100% and the annual cash bonus would be paid at a weighted 111%. If 100% of the annual revenue target, 120% of the Operating Income target and 110% of the D&I target were achieved, the annual cash bonus would be paid at a weighted 110% since the 100% target levels for both the annual revenue and Operating Income performance metrics were exceeded for both metrics.

  127. Fiscal Year 2024 Performance Metrics

    | Fiscal Year 2024 Proxy Statement | 49 |

  128. Fiscal Year 2024 Performance Metrics

    | | Executive Compensation |

  129. Fiscal Year 2024 Performance Metrics

    | | Weight | Performance Formula Examples | | | | | | % of Revenue Target Achieved | 45% | 90 | 90 | 100 | 70 | 70 | | % of Operating Income Target Achieved | 45% | 85 | 150 | 120 | 90 | 75 | | % of Diversity and Inclusion Target Achieved | 10% | 80 | 110 | 110 | 65 | 65 | | Total % Achieved | | 86.8 | 111.0 | 110.0 | 47.0 | 6.5 |

  130. Fiscal Year 2024 Performance Metrics

    For fiscal year 2024, the annual revenue target was $2,770 million and the annual Operating Income target was $929 million The Diversity Goals was based on driving percentage growth targets in fiscal year 2024 compared to fiscal year 2023, including increasing our Black representation by 9% (+0.3% target growth) and Latino(a) representation by 2% (+0.1% target growth) in the United States and increasing our female representation by 3% (+0.7% target growth) globally. Percentage growth for the Diversity Goals was to be determined without regard to any acquisitions or similar transactions during the fiscal year. The Inclusion Goal was based on an 80% target global belonging engagement survey favorability score. These performance metrics were set at levels that the Compensation Committee believed would require solid execution by the executive team, and, if achieved, will contribute to growing shareholder value. In fiscal year 2024, the Company achieved 101.7% of the annual revenue target, 101.8% of the annual Operating Income target, and 75.4% of the D&I target and, as a result, the executive officers earned 99.1% of their target annual bonus opportunities. Despite these achievements, for the reasons described above the Compensation Committee capped the NEO cash bonuses at 75% of target for the NEOs other than Mr. Locoh-Donou and at 50% for Mr. Locoh-Donou.

  131. Calculation of 2024 Cash Incentive Awards

    Calculation of 2024 Cash Incentive Awards

  132. Calculation of 2024 Cash Incentive Awards

    | Performance measure | Weighting | Threshold | Target | Maximum | Actual | Attainment as a % of Target(1) | | Revenue | 45% | $2,216.0M | $2,770.0M | $5,540.0M | $2,816.1M | 101.7% | | Operating Income | 45% | $743.2M | $929.0M | $1,858M | $945.6M | 101.8% | | Diversity and Inclusion | 10% | | | | | 75.4% | | Global Female Diversity Goal | 2.5% | 25.3% | +0.7% | +1.4% | +0.35% | 50% | | U.S. Black Diversity Goal | 2.5% | 3.5% | +0.3% | +0.6% | +0.20% | 66.7% | | U.S. Hispanic/Latino(a) Diversity Goal | 2.5% | 5.2% | +0.1% | +0.2% | +0.12% | 120% | | Inclusion Goal | 2.5% | 70% | 80% | 90% | 73% | 65% | | Cash bonus as a % of target | | | | | | 99.1%(2) |

  133. Calculation of 2024 Cash Incentive Awards

    | 1. | Rounded to nearest tenth of a percent. |

  134. Calculation of 2024 Cash Incentive Awards

    | 2. | The Compensation Committee capped the NEO cash incentive bonuses at 75% of target for the NEOs other than Mr. Locoh-Donou and at 50% for Mr. Locoh-Donou |

  135. Calculation of 2024 Cash Incentive Awards

    | 50 | Fiscal Year 2024 Proxy Statement |

  136. Calculation of 2024 Cash Incentive Awards

    | | Executive Compensation |

  137. 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 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 the NEOs (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. Beginning in fiscal year 2022, to reflect a greater emphasis on pay for performance, the Compensation Committee increased the performance-based portion of the Chief Executive Officer’s target LTI Grant from 50% to 60%. In fiscal year 2024, the Compensation Committee began a transition of the measurement and vesting periods for the performance based RSU’s (“Performance Awards”) to be earned by executives based upon the Company’s rTSR performance. Over the coming three years, shares earned for rTSR performance will transition to a three-year measurement period with a three-year cliff vesting at the end of the measurement period. To ease the transition to this new award design, the Performance Awards granted in fiscal year 2024 were slightly more heavily weighted towards rTSR performance. For fiscal year 2024, the LTI Grants were approximately 46.1% service-based for NEOs other than the CEO (36.4% for the CEO), vesting over three years in equal quarterly increments, and 53.9% performance-based for 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 “2024 Performance Awards”). The Compensation Committee considered the following factors in determining the size of these LTI Grants:

  138. Equity Awards

    | • | The relative role and responsibilities of each NEO; |

  139. Equity Awards

    | • | The previous and expected future contributions of each executive officer to the Company’s success; and |

  140. Equity Awards

    | • | Competitive market data on the equity award grants practices of companies in the compensation peer group companies provided by its independent compensation consultant, including data at the 25th, 50th, and 75th percentiles. |

  141. Equity Awards

    The Board of Directors has adopted a “Policy Regarding the Granting of Equity-Based Compensation Awards,” which provides that the Compensation Committee or the Board of Directors, as applicable, will approve equity awards to current employees, including executive officers, and service providers (other than newly promoted individuals and non-employee directors) on an annual basis on the first business day in November. A copy of this policy may be found under the “Company — Investor Relations — ESG — Governance Documents” section of the Company’s website.

  142. Equity Awards

    | Fiscal Year 2024 Proxy Statement | 51 |

  143. Equity Awards

    | | Executive Compensation |

  144. Fiscal Year 2024 Equity Awards

    Fiscal Year 2024 Equity Awards For fiscal year 2024, the Compensation Committee granted the following equity awards (2024 Equity Award) to our NEOs as set forth below.

  145. Fiscal Year 2024 Equity Awards

    | | 2024 Service- Based Equity Awards | 2024 Performance- Based Equity Awards | 2024 Annual Target Value | | François Locoh-Donou | 30,280 | 52,989 | $12,650,000 | | Frank Pelzer | 10,532 | 12,290 | $3,467,000 | | Tom Fountain | 12,507 | 14,594 | $4,117,000 | | Kara Sprague | 12,507 | 14,594 | $4,117,000 | | Chad Whalen | 11,191 | 13,053 | $3,683,000 |

  146. Fiscal Year 2024 Equity Awards

    The service-based equity awards granted to Messrs. Pelzer, Fountain, Whalen, and Ms. Sprague vest 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 pre-established performance-based goals as set forth below. 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.

  147. 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 benchmarked against the S&P 500. The TSR metric was to be measured over two and three years for outstanding awards, as the Compensation Committee continued its transition to a 3-year rTSR metric.

  148. Performance-Based Equity Awards

    | 52 | Fiscal Year 2024 Proxy Statement |

  149. Performance-Based Equity Awards

    | | Executive Compensation |

  150. Performance-Based Equity Awards

    One-third of the 2024 Performance Awards were earned and vested on November 1, 2024, based on achieving the one-year Revenue, EPS and rTSR 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 2024 achievement provided the individual remains in service with the Company. The relative TSR portion of the award is subject to vesting annually thereafter based on the Company’s 2-year and 3-year relative to the total shareholder return of the S&P 500 Index. The Compensation Committee established the following performance metrics for the 2024 Performance Awards and the fiscal 2024 vesting of the equity awards made to NEOs in fiscal years 2023 and 2022 (2023 and 2022 Performance Awards):

  151. Performance-Based Equity Awards

    | • | 42.9% (2024 Performance Award) / 50% (2023 and 2022 Performance Awards) of the goal was based on the Company achieving target GAAP revenue for the fiscal year; |

  152. Performance-Based Equity Awards

    | • | 21.4% (2024 Performance Award) / 25% (2023 and 2022 Performance Awards) 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, 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 |

  153. Performance-Based Equity Awards

    | • | 35.7% of the 2024 Performance Award goal was based on rTSR benchmarked against the S&P 500 Index as described above, 25% of the 2023 Performance Award was based on a two-year relative TSR, and 25% of the 2022 Performance Award was based on a three-year relative TSR as established by the Compensation Committee in fiscal year 2024, 2023 and 2022, respectively. |

  154. Performance-Based Equity Awards

    The threshold, target, and maximum goals and payout levels for these metrics are set forth below:

  155. Performance-Based Equity Awards

    | Level | Total Revenue Metric | % Payout | EPS Metric | % Payout | Relative TSR Percentile Rank Metric | % Payout(1) | | Threshold | $2,216B | 80% | $11.21 | 90% | 25th | 50% | | Target | $2,770B | 100% | $12.46 | 100% | 50th | 100% | | Maximum | $5,540B | 200% | $13.71 | 110% | >75th | 200% | | 2024 Actual | $2,816.1B | 101.7% | $13.37 | 172.8% | 63.8th | 155.1% |

  156. Performance-Based Equity Awards

    | 1. | Rounded to nearest tenth of a percent. |

  157. Performance-Based Equity Awards

    Vesting and payment with respect to each 2024, 2023 and 2022 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.

  158. Performance-Based Equity Awards

    | Fiscal Year 2024 Proxy Statement | 53 |

  159. Performance-Based Equity Awards

    | | Executive Compensation |

  160. Performance-Based Equity Awards

    For the fiscal years 2022, 2023 and 2024 Performance Awards, the executive officers achieved the following:

  161. Performance-Based Equity Awards

    | Total revenue for fiscal year 2024 | EPS for fiscal year 2024 | | $2,816,119,837 | $13.37 | | resulting in a payout of | for a payout of | | 101.7% | 172.8% |

  162. Performance-Based Equity Awards

    | Metric | 2022 (3yr TSR) | 2023 (2yr TSR) | 2024 (1yr TSR) | | TSR | 3.54% | 44.96% | 37.56% | | Percentile | 31.24th | 59.92th | 63.78th | | TSR Payout(1) | 62.47% | 139.68% | 155.13% |

  163. Performance-Based Equity Awards

    | 1. | Rounded to nearest tenth of a percent. |

  164. Performance-Based Equity Awards

    | • | Based on the relative weighting of each goal, the total achievement was 132.8% for the 2024 Performance Award, 129.0% for the 2023 Performance Award, and 109.7% for the 2022 Performance Award as illustrated below. |

  165. Performance-Based Equity Awards

    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 the Company’s 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.

  166. Performance-Based Equity Awards

    | 54 | Fiscal Year 2024 Proxy Statement |

  167. Performance-Based Equity Awards

    | | Executive Compensation |

  168. Performance-Based Equity Awards

    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 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 NEO must be employed by the Company or its affiliates on each vesting date to receive the shares of Common Stock issuable on that date. The grant date fair value of equity incentive awards reported in the Grants of Plan-Based Awards in Fiscal 2024 Table is based on the closing market price of the Company’s Common Stock on the accounting grant date, which, in the case of portions of the later tranches of portions of the performance-based equity awards, is later than the date the Compensation Committee determines the number of shares underlying the annual awards to executives. Therefore, the Table includes the cumulative value of a portion of performance-based equity awards issued in fiscal years 2022, and 2023, as reflected in footnote (3) in the Table. Footnote (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 includes additional information regarding the performance-based equity compensation program in fiscal year 2024.

  169. 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 peer group and broad-based compensation surveys to help set proper compensation levels. The Compensation Committee retained Compensia, a national compensation consulting firm, to assist it in this review and to conduct a competitive review of the total direct compensation (cash and equity compensation) for our executive officers for fiscal year 2024. 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. Compensia used Proxy Statement data from the companies in the peer group it developed that the Compensation Committee approved, as well as survey data. |

  170. 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 peer group for fiscal year 2024 to:

  171. Performance-Based Equity Awards

    | • | 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; |

  172. Performance-Based Equity Awards

    | • | 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 |

  173. Performance-Based Equity Awards

    | • | gather and analyze compensation data from the public filings of the companies in the compensation peer group and published survey sources, and provide an analysis of realized pay trends for our executive officers. |

  174. Performance-Based Equity Awards

    The Compensation Committee reviewed this data and the recommendations of Compensia and evaluated these inputs in the context of its compensation philosophy and historical pay practices. Based on this review, the Compensation Committee established the fiscal year 2024 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 its independent compensation consultant. 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

  175. Performance-Based Equity Awards

    | Fiscal Year 2024 Proxy Statement | 55 |

  176. Performance-Based Equity Awards

    | | Executive Compensation |

  177. Performance-Based Equity Awards

    were 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 set of peers used for fiscal year 2024 by adding Ciena Co., Dropbox, Inc., NetApp, Inc. and Pure Storage, Inc. and removing Citrix Systems, Inc., CrowdStrike Holdings, Inc. Datadog, Inc. and ServiceNow, Inc. These changes were made due to a combination of acquisition activity and consideration of overall financial comparability and industry focus relative to F5. Accordingly, the Compensation Committee approved the following peer companies to analyze the Company’s executive compensation program for fiscal year 2024:

  178. Performance-Based Equity Awards

    | Akamai Technologies, Inc. Arista Networks, Inc. Autodesk, Inc. Cadence Design Systems, Inc. CheckPoint Software Technologies Ltd. Ciena Co. | Dropbox, Inc. Fortinet, Inc. Juniper Networks, Inc. Gen Digital, Inc. (formerly NortonLifeLock Inc.) NetApp, Inc. Nutanix, Inc. Palo Alto Networks, Inc. | Pure Storage, Inc. Splunk Inc. Synopsys, Inc. Teradata Corporation VeriSign, Inc. VMWare, Inc. Workday, Inc. |

  179. Performance-Based Equity Awards

    As of the date of the market analysis conducted by Compensia, the Company was positioned relative to the peer group at the 27th percentile in revenues, 22nd percentile in market capitalization, and 20th percentile in market capitalization to revenues. For fiscal year 2024, Compensia also reviewed with the Compensation Committee 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 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 2024. 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 Committee evaluated Compensia’s independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia.

  180. Hedging Policy

    | 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”). 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 “2024 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. |

  181. Hedging Policy

    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 to provide consulting services as described in “Potential Payments Upon Termination or Change of Control”.

  182. Hedging Policy

    | Summary Compensation Table | The following table sets forth information concerning compensation for services rendered to us by (a) our Chief Executive Officer in fiscal year 2024, (b) our Chief Financial Officer (the “CFO”) and (c) our three other most highly compensated executive officers who were serving as our executive officers at the end of fiscal year 2024. These executive officers are collectively hereinafter referred to as the “Named Executive Officers” or “NEOs.” |

  183. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024

  184. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($)(4) | | François Locoh-Donou President and Chief Executive Officer | 2024 | 962,000 | — | 16,426,775 | 625,300 | 30,367 | 18,044,442 | | | 2023 | 962,000 | — | 9,853,662 | — | 41,104 | 10,856,766 | | | 2022 | 925,000 | — | 10,824,280 | 1,069,162 | 5,420 | 12,823,862 | | Frank Pelzer Executive VP and Chief Financial Officer | 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 | | | 2022 | 540,000 | — | 2,988,305 | 432,110 | 6,080 | 3,966,495 | | Tom Fountain Chief Operating Officer | 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 | | | 2022 | 560,000 | — | 4,024,016 | 497,905 | 7,745 | 5,089,666 | | Kara Sprague Executive VP and Chief Product Officer | 2024 | 525,000 | — | 5,178,495 | 354,375 | 30,426 | 6,088,296 | | | 2023 | 525,000 | — | 3,491,814 | 141,750 | 16,754 | 4,175,318 | | | 2022 | 500,000 | — | 3,629,135 | 400,102 | 5,420 | 4,534,657 | | Chad Whalen Chief Revenue Officer | 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 | | | 2022 | 480,000 | — | 6,064,942 | 426,776 | 5,420 | 6,977,138 |

  185. Summary Compensation Table for Fiscal Year 2024

    | 1. | This column represents the aggregate grant date fair value of RSUs treated as granted to Named Executive Officers in the applicable year computed in accordance with Accounting Standards Codification Topic 718, Stock Compensation (ASC Topic 718) and determined as of the grant date under ASC Topic 718. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, please refer to note 1 “Summary of Significant Accounting Policies — Stock-based Compensation” and note 10 “Stock-based Compensation” included in our financial statements in our Annual Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2024. Additional information about the RSUs including maximum opportunity appears in the Compensation Discussion and Analysis and in the Grants of Plan-Based Awards in Fiscal Year 2024 Table and related narrative. |

  186. Summary Compensation Table for Fiscal Year 2024

    | 2. | This column represents the total cash incentive bonus paid to the Named Executive Officers for fiscal year 2024 under the Incentive Plan. For additional information, see the discussion of the cash incentive bonus set forth in the Compensation Discussion and Analysis and footnote (2) of the Grants of Plan-Based Awards in Fiscal Year 2024 Table. |

  187. Summary Compensation Table for Fiscal Year 2024

    | 60 | Fiscal Year 2024 Proxy Statement |

  188. Summary Compensation Table for Fiscal Year 2024

    | | Executive Compensation |

  189. Summary Compensation Table for Fiscal Year 2024

    | 3. | Items in the “All Other Compensation” column are outlined in the following table: |

  190. Items in All Other Compensation Column for Fiscal Year 2024

    | 4. | The Company did not provide any options for the applicable fiscal years and does not have a pension or nonqualified deferred compensation plan. |

  191. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024

  192. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | 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 ($)(7) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | François Locoh-Donou | 11/1/2023(1) | 10/31/2023 | — | — | — | — | — | — | 30,280 | 4,600,138 | | | 10/31/2023(1)(3) | 10/31/2023 | — | — | — | 12,872 | 18,389 | 36,777 | — | 2,787,513 | | | 11/1/2023(1)(4) | 10/31/2023 | — | — | — | 33,306 | 52,989 | 105,978 | — | 9,039,124 | | | | | 900,432 | 1,250,600 | 2,501,200 | — | — | — | — | — | | Frank Pelzer | 11/1/2023(1) | 10/31/2023 | — | — | — | — | — | — | 10,532 | 1,600,021 | | | 10/31/2023(1)(3) | 10/31/2023 | — | — | — | 2,712 | 3,874 | 7,749 | — | 587,298 | | | 11/1/2023(1)(4) | 10/31/2023 | — | — | — | 7,725 | 12,290 | 24,580 | — | 2,096,480 | | | | | 364,176 | 505,800 | 1,011,600 | — | — | — | — | — | | Tom Fountain | 11/1/2023(1) | 10/31/2023 | — | — | — | — | — | — | 12,507 | 1,900,063 | | | 10/31/2023(1)(3) | 10/31/2023 | — | — | — | 3,543 | 5,061 | 10,122 | — | 767,159 | | | 11/1/2023(1)(4) | 10/31/2023 | — | — | — | 9,173 | 14,594 | 29,188 | — | 2,489,519 | | | | | 419,040 | 582,000 | 1,164,000 | — | — | — | — | — | | Kara Sprague | 11/1/2023(1) | 10/31/2023 | — | — | — | — | — | — | 12,507 | 1,900,063 | | | 10/31/2023(1)(3) | 10/31/2023 | — | — | — | 3,643 | 5,204 | 10,409 | — | 788,912 | | | 11/1/2023(1)(4) | 10/31/2023 | — | — | — | 9,173 | 14,594 | 29,188 | — | 2,489,519 | | | | | 340,200 | 472,500 | 945,000 | — | — | — | — | — | | Chad Whalen | 11/1/2023(1) | 10/31/2023 | — | — | — | — | — | — | 11,191 | 1,700,137 | | | 10/31/2023(1)(3) | 10/31/2023 | — | — | — | 4,615 | 6,593 | 13,185 | — | 999,357 | | | 11/1/2023(1)(4) | 10/31/2023 | — | — | — | 8,204 | 13,053 | 26,106 | — | 2,226,659 | | | | | 359,280 | 499,000 | 998,000 | — | — | — | — | — |

  193. Grants of Plan-Based Awards in Fiscal Year 2024

    | 1. | RSUs granted under the F5, Inc. Incentive Plan. No options were granted to the NEOs in fiscal year 2024. |

  194. Grants of Plan-Based Awards in Fiscal Year 2024

    | 2. | Represents the cash incentive bonus opportunity for fiscal year 2024 under the Incentive Plan. The cash incentive bonus opportunity is a percentage of base salary for the fiscal year, |

  195. Grants of Plan-Based Awards in Fiscal Year 2024

    45% of the cash incentive bonus is based on the Company achieving target revenue for the fiscal year, 45% is based on the Company achieving target Operating Income for the fiscal year and 10% is based on the Company achieving target growth in D&I. No cash incentive bonus with respect to the revenue and Operating Income performance goals will be paid for results less than 80% of an applicable target. Payment with respect to the revenue and Operating Income performance goals are linear above 80% of the applicable target goal and subject to a 200% cap. Payment with respect to the Diversity Goals is straight-line for growth over the baseline subject to the 200% cap and the Inclusion Goal is subject to a 70% achievement threshold and paid linear above the applicable target and subject to the 200% cap at a 90% achievement level. The actual cash incentive bonus earned for fiscal year 2024 is set forth above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2024 and reflects the decision of the Compensation Committee to cap the NEO cash incentive bonuses at 75% of target for the NEOs other than Mr. Locoh-Donou and 50% for Mr. Locoh-Donou. More details regarding the cash incentive bonus is set forth in the Compensation Discussion and Analysis.

  196. Grants of Plan-Based Awards in Fiscal Year 2024

    | 3. | Represents (i) the second year performance portion of the revenue metric and EPS metric of the annual equity awards issued to all NEOs in fiscal year 2023 (12.5% of the total annual equity awards issued in fiscal year 2023) (the “2023 Performance Award”), the (ii) third year performance portion of the revenue |

  197. Grants of Plan-Based Awards in Fiscal Year 2024

    | 62 | Fiscal Year 2024 Proxy Statement |

  198. Grants of Plan-Based Awards in Fiscal Year 2024

    | | Executive Compensation |

  199. Grants of Plan-Based Awards in Fiscal Year 2024

    and EPS metric of the annual equity awards issued to all NEOs in fiscal year 2022 (12.5% of the total annual equity awards issued in fiscal year 2022) (the “ 2022 Performance Award”) and the third year performance portion of the revenue metric and EPS metric of the performance-based equity award issued to Mr. Whalen in fiscal year 2022 (12.5% of the total equity award issued to Mr. Whalen in February 2022) (the “Whalen Performance Award”). The revenue metric is weighted double the EPS metric. The terms of the performance awards are described in more detail in the Compensation Discussion and Analysis. Under ASC Topic 718, these performance awards are treated as grants in fiscal year 2024 as the applicable performance targets were set in fiscal year 2024. The closing price of the Common Stock on the grant date of October 31, 2023 was $151.59.

  200. Grants of Plan-Based Awards in Fiscal Year 2024

    | 4. | The performance-based annual equity awards issued to each NEO in fiscal year 2024 vest annually over three years, until such portion of the grant is fully vested on November 1, 2027. The revenue and EPS performance metrics have a one-year performance measurement period and a series of two additional one-year cliff vesting periods with one third vesting each year based upon achievement over the first one-year performance period. The rTSR metric vests annually based on one year, two year and three year rTSR, respectively, and is weighted 25% in year 1, 25% in year 2 and 50% in year 3 of the goal within the performance period of the 2024 Performance Award. The terms of the performance awards are described in more detail in the Compensation Discussion and Analysis. The closing price of the Common Stock on the grant date of November 1, 2023 was $151.92. |

  201. Grants of Plan-Based Awards in Fiscal Year 2024

    | 5. | If Company performance during the measurement period resulted in the maximum number of performance awards treated as granted in fiscal year 2024 vesting, values for the maximum award calculated by multiplying the maximum award number by the grant date value ($151.59 for October 31, 2023 and $151.92 for November 1, 2023) would be as follows: Mr. Locoh-Donou $21,675,203, Mr. Pelzer $4,908,864, Mr. Fountain $5,968,635, Ms. Sprague $6,012,141 and Mr. Whalen $5,964,738. |

  202. Grants of Plan-Based Awards in Fiscal Year 2024

    | 6. | Represents the service-based 46.1% of the annual equity awards issued on November 1, 2023 to each of Messrs. Pelzer, Fountain, and Whalen and Ms. Sprague; and represents the service-based 36.4% of the annual equity award issued to Mr. Locoh-Donou. The annual equity award vests in equal quarterly increments over three years, until such portion of the grant is fully vested on November 1, 2026. |

  203. Grants of Plan-Based Awards in Fiscal Year 2024

    | 7. | This column represents the aggregate grant date fair value of the RSUs treated as granted to NEOs in fiscal year 2024, computed in accordance with ASC Topic 718. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, please refer to note 1 “Summary of Significant Accounting Policies — Stock-based Compensation” and note 10 “Stock-based Compensation” in our financial statements included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2024. |

  204. Grants of Plan-Based Awards in Fiscal Year 2024

    | Fiscal Year 2024 Proxy Statement | 63 |

  205. Grants of Plan-Based Awards in Fiscal Year 2024

    | | Executive Compensation |

  206. Outstanding Equity Awards at September 30, 2024

    Outstanding Equity Awards at September 30, 2024

  207. Outstanding Equity Awards at September 30, 2024

    | | 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 | 116,813(2) | 25,722,223 | 29,417(8) | 6,477,623 | | Frank Pelzer | 30,315(3) | 6,675,363 | 6,521(9) | 1,435,924 | | Tom Fountain | 37,068(4) | 8,162,374 | 7,946(10) | 1,749,709 | | Kara Sprague | 37,739(5) | 8,310,128 | 8,292(11) | 1,825,898 | | Chad Whalen | 38,922(6) | 8,570,624 | 7,302(12) | 1,607,900 |

  208. Outstanding Equity Awards at September 30, 2024

    | 1. | No NEO had options outstanding at September 30, 2024. |

  209. Outstanding Equity Awards at September 30, 2024

    | 2. | Composed of the following service-based equity awards: (i) 1,550 RSUs which vest in equal quarterly increments through November 1, 2024; (ii) 12,685 RSUs which vest in equal quarterly increments through November 1, 2025; and (iii) 22,710 RSUs which vest in equal quarterly increments through November 1, 2026; as well as the following performance-based awards based on achievement ending within fiscal year 2024: (i) 10,194 performance-based RSUs with respect to the equity award issued in fiscal year 2022; (ii) 19,628 performance-based RSUs with respect to the equity award issued in fiscal year 2023; and (iii) 50,046 performance-based RSUs with respect to the equity award issued in fiscal year 2024. For more detail regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 and the Compensation Discussion and Analysis. |

  210. Outstanding Equity Awards at September 30, 2024

    | 3. | Composed of the following service-based equity awards: (i) 485 RSUs which vest in equal quarterly increments through November 1, 2024; (ii) 4,036 RSUs which vest in equal quarterly increments through November 1, 2025; (iii) 7,899 RSUs which vest in equal quarterly increments through November 1, 2026; as well as the following performance-based awards based on achievement ending within fiscal year 2024: (i) 2,123 performance-based RSUs with respect to the equity award issued in fiscal year 2022; (ii) 4,163 performance-based RSUs with respect to the equity award issued in fiscal year 2023; and (iii) 11,609 performance-based RSUs with respect to the equity award issued in fiscal year 2024. For more detail regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 and the Compensation Discussion and Analysis. |

  211. Outstanding Equity Awards at September 30, 2024

    | 4. | Composed of the following service-based equity awards: (i) 678 RSUs which vest in equal quarterly increments through November 1, 2024; (ii) 5,045 RSUs which vest in equal quarterly increments through November 1, 2025; (iii) 9,381 RSUs which vest in equal quarterly increments through November 1, 2026; as well as the following performance-based awards based on achievement ending within fiscal year 2024: (i) 2,973 performance-based RSUs with respect to the equity award issued in fiscal year 2022; (ii) 5,204 performance-based RSUs with respect to the equity award issued in fiscal year 2023; and (iii) 13,787 performance-based RSUs with respect to the equity award issued in fiscal year 2024. For more detail regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 and the Compensation Discussion and Analysis. |

  212. Outstanding Equity Awards at September 30, 2024

    | 5. | Composed of the following service-based equity awards: (i) 640 RSUs which vest in equal quarterly increments through November 1, 2024; (ii) 5,478 RSUs which vest in equal quarterly increments through November 1, 2025; (iii) 9,381 RSUs which vest in equal quarterly increments through November 1, 2026; as well as the following performance-based awards based on achievement ending within fiscal year 2024: (i) 2,803 performance-based RSUs with respect to the equity award issued in fiscal year 2022; (ii) 5,650 performance-based RSUs with respect to the equity award issued in fiscal year 2023; and (iii) 13,787 performance-based RSUs with respect to the equity award issued in fiscal year 2024. For more detail regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 and the Compensation Discussion and Analysis. |

  213. Outstanding Equity Awards at September 30, 2024

    | 64 | Fiscal Year 2024 Proxy Statement |

  214. Outstanding Equity Awards at September 30, 2024

    | | Executive Compensation |

  215. Outstanding Equity Awards at September 30, 2024

    | 6. | Composed of the following service-based equity awards: (i) 640 RSUs which vest in equal quarterly increments through November 1, 2024; (ii) 2,428 RSUs from Mr. Whalen’s February 1, 2022 equity award issued in fiscal 2022 which vests in equal annual increments through February 1, 2025; (iii) 4,757 RSUs which vest in equal quarterly increments through November 1, 2025; (iv) 8,394 RSUs which vest in equal quarterly increments through November 1, 2026; as well as the following performance-based awards based on achievement ending within fiscal year 2024: (i) 2,803 and 2,661 performance-based RSUs with respect to the equity awards issued in fiscal year 2022; (ii) 4,906 performance-based RSUs with respect to the equity award issued in fiscal year 2023; and (iii) 12,333 performance-based RSUs with respect to the equity award issued in fiscal year 2024. For more detail regarding the performance-based awards, see footnote (3) and (4) of the Grants of Plan-Based Awards Table in Fiscal Year 2024 and the Compensation Discussion and Analysis. |

  216. Outstanding Equity Awards at September 30, 2024

    | 7. | Calculated by multiplying the number of unvested RSUs held by the NEO by the closing price of the Common Stock ($220.20) on September 30, 2024. |

  217. Outstanding Equity Awards at September 30, 2024

    | 8. | Composed of the following equity awards: (i) target 15,221 performance-based RSUs from the annual equity award issued in fiscal year 2023 which with respect to performance ending within fiscal year 2025 can vest November 1, 2025; and (ii) target 14,196 performance-based RSUs from the annual equity award issued in fiscal year 2024 with respect to TSR performance through fiscal 2025 and through 2026 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2024 Table, subject to the Company achieving performance criteria and assuming target payout and service until vesting. The RSUs from the annual equity awards issued in fiscal year 2023 for which the performance criteria has not been established as of September 30, 2024 have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718. |

  218. Outstanding Equity Awards at September 30, 2024

    | 9. | Composed of the following equity awards: (i) target 3,229 performance-based RSUs from the annual equity award issued in fiscal year 2023 which with respect to performance ending within fiscal year 2025 can vest November 1, 2025; and (ii) target 3,292 performance-based RSUs from the annual equity award issued in fiscal year 2024 with respect to TSR performance through fiscal 2025 and through 2026 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2024 Table, subject to the Company achieving performance criteria and assuming target payout and service until vesting. The RSUs from the annual equity awards issued in fiscal year 2023 for which the performance criteria has not been established as of September 30, 2024 have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718. |

  219. Outstanding Equity Awards at September 30, 2024

    | 10. | Composed of the following equity awards: (i) target 4,036 performance-based RSUs from the annual equity award issued in fiscal year 2023 which with respect to performance ending within fiscal year 2025 can vest November 1, 2025; and (ii) target 3,910 performance-based RSUs from the annual equity award issued in fiscal year 2024 with respect to TSR performance through fiscal 2025 and through 2026 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2024 Table, subject to the Company achieving performance criteria and assuming target payout and service until vesting. The RSUs from the annual equity awards issued in fiscal year 2023 for which the performance criteria has not been established as of September 30, 2024 have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718. |

  220. Outstanding Equity Awards at September 30, 2024

    | 11. | Composed of the following equity awards: (i) target 4,382 performance-based RSUs from the annual equity award issued in fiscal year 2023 which with respect to performance ending within fiscal year 2025 can vest November 1, 2025; and (ii) target 3,910 performance-based RSUs from the annual equity award issued in fiscal year 2024 with respect to TSR performance through fiscal 2025 and through 2026 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2024 Table, subject to the Company achieving performance criteria and assuming target payout and service until vesting. The RSUs from the annual equity awards issued in fiscal year 2023 for which the performance criteria has not been established as of September 30, 2024 have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718. |

  221. Outstanding Equity Awards at September 30, 2024

    | 12. | Composed of the following equity awards: (i) target 3,805 performance-based RSUs from the annual equity award issued in fiscal year 2023 which with respect to performance ending within fiscal year 2025 can vest November 1, 2025; and (ii) target 3,497 performance-based RSUs from the annual equity award issued in fiscal year 2024 with respect to TSR performance through fiscal 2025 and through 2026 as set forth in footnote (4) to the Grants of Plan-Based Awards in Fiscal Year 2024 Table, subject to the Company achieving performance criteria and assuming target payout and service until vesting. The RSUs from the annual equity awards issued in fiscal year 2023 for which the performance criteria has not been established as of September 30, 2024 have been treated as outstanding at target for purposes of this table but are not yet treated as granted under ASC Topic 718. |

  222. Outstanding Equity Awards at September 30, 2024

    | Fiscal Year 2024 Proxy Statement | 65 |

  223. Outstanding Equity Awards at September 30, 2024

    | | Executive Compensation |

  224. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024

  225. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | François Locoh-Donou | 59,742 | $9,739,299 | | Frank Pelzer | 16,638 | $2,745,307 | | Tom Fountain | 21,703 | $3,571,002 | | Kara Sprague | 20,691 | $3,421,991 | | Chad Whalen | 23,805 | $4,014,856 |

  226. Option Exercises and Stock Vested in Fiscal Year 2024

    | 1. | There were no option exercises in fiscal year 2024. |

  227. Option Exercises and Stock Vested in Fiscal Year 2024

    | 2. | Amounts reflect the closing market price of our Common Stock on the day the stock award vested, multiplied by the number of shares vesting. |

  228. Option Exercises and Stock Vested in Fiscal Year 2024

    | 66 | Fiscal Year 2024 Proxy Statement |

  229. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Executive Compensation |

  230. Option Exercises and Stock Vested in Fiscal Year 2024

    | Potential Payments Upon Termination or Change of Control | Each of our Named Executive Officers 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, Pelzer, Fountain and Whalen and Ms. Sprague. 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 incentive 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 salary at the highest rate in effect in the 12 months preceding the change of control date and (b) highest annual target incentive 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 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 IRS parachute excise tax, 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. |

  231. Option Exercises and Stock Vested in Fiscal Year 2024

    For purposes of the change of control agreements, a “change of control” is generally defined as (i) acquisition of beneficial ownership of at least 30% of our outstanding shares; (ii) the incumbent directors or those they approve cease to constitute a majority of the Board of Directors; (iii) a consummation of a reorganization, merger, or consolidation unless, following such transaction: (A) more than 50% of the shares after the transaction are beneficially owned by persons who owned shares prior to the transaction in substantially the same proportions, (B) the incumbent Board members constitute more than 50% of the members of the Board, and (C) no person newly acquires beneficial ownership of at least 30% of the shares; (iv) the sale or other disposition of all or substantially all of our assets unless the conditions described above in (A), (B) and (C) are satisfied with respect to the entity which acquires such assets; or (v) our liquidation or dissolution. In addition, the RSU grant agreements issued to our Named Executive Officers provide that upon certain changes in control of the Company the vesting of outstanding and unvested RSUs will accelerate and such RSUs will become fully vested. Our Named Executive Officers held no outstanding options as of September 30, 2024.

  232. Option Exercises and Stock Vested in Fiscal Year 2024

    | Fiscal Year 2024 Proxy Statement | 67 |

  233. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Executive Compensation |

  234. Option Exercises and Stock Vested in Fiscal Year 2024

    The following table sets forth an estimate of the payments and benefits that each Named Executive Officer would have received if a change of control of the Company occurred on September 30, 2024 and termination of employment occurred immediately thereafter.

  235. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    2024 Potential Payments Upon Termination After a Change of Control Table(1)

  236. 2024 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) | 32,199,846 | | | Benefit coverage continuation | 34,778 | | | Outplacement services | 25,000 | | | Total | 36,684,824 | | Frank Pelzer | Severance amount(2) | 1,067,800 | | | Accelerated vesting of RSUs(3) | 8,111,287 | | | Benefit coverage continuation | 34,778 | | | Outplacement services | 25,000 | | | Total | 9,238,865 | | Tom Fountain | Severance amount(2) | 1,164,000 | | | Accelerated vesting of RSUs(3) | 9,912,083 | | | Benefit coverage continuation | 34,778 | | | Outplacement services | 25,000 | | | Total | 11,135,861 | | Kara Sprague | Severance amount(2) | 997,500 | | | Accelerated vesting of RSUs(3) | 10,136,026 | | | Benefit coverage continuation | 23,747 | | | Outplacement services | 25,000 | | | Total | 11,182,273 | | Chad Whalen | Severance amount(2) | 998,000 | | | Accelerated vesting of RSUs(3) | 10,178,524 | | | Benefit coverage continuation | 34,778 | | | Outplacement services | 25,000 | | | Total | 11,236,302 |

  237. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 1. | Assumes termination of employment and change in control occurred on September 30, 2024. Because termination of employment is assumed to have occurred on September 30, 2024 (the end of the fiscal year), the prorated bonus otherwise payable upon a termination of employment without cause or for good reason is not reflected in the table above. Payments and benefits provided on a nondiscriminatory basis to employees upon termination of employment are also not set forth in the table including accrued salary, accrued but unused paid time off and distributions of plan balances under our 401(k) plan. |

  238. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 2. | The severance amount is the product of (a) annual salary and annual target incentive bonus, multiplied by (b) two for Mr. Locoh-Donou and one for the other Named Executive Officers. |

  239. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 3. | Calculated by multiplying the number of unvested RSUs (assuming performance-based RSUs at target for performance periods ending after fiscal year 2024) held by the NEO by the closing market price of the Company’s Common Stock ($220.20) on September 30, 2024. |

  240. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 4. | Amounts in the column “Termination after Change in Control” reflect amounts payable to the NEOs if terminated within two years after a change of control. Note that the acceleration of RSUs occurs upon a Change of Control regardless of whether employment is terminated. |

  241. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 68 | Fiscal Year 2024 Proxy Statement |

  242. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  243. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Mr. Locoh-Donou’s employment is at-will and if the Company terminates Mr. Locoh-Donou’s employment without cause or he terminates his employment for good reason as defined in his employment offer letter, the Company will provide to Mr. Locoh-Donou: (1) an amount equal to his first year base salary and his executive cash incentive compensation calculated at target and (2) at the Company’s discretion, either (a) vesting of Mr. Locoh-Donou’s equity scheduled to vest in the six months following the termination date or (b) the payment of cash equal to the value of such equity as of the termination date. If on September 30, 2024 Mr. Locoh-Donou’s employment had been terminated without cause or he terminated his employment for good reason, he would have been paid severance of $1,794,567 and the RSUs scheduled to vest from October 1, 2024 through March 31, 2025 would at the Company’s discretion either vest or the Company would pay Mr. Locoh-Donou the cash value of such RSUs. 11,670 service-based RSUs and 51,398 performance-based RSUs would have vested in the six-month period following September 30, 2024 with such aggregate 63,068 RSUs valued at $13,887,574 based on the closing price of Common Stock as of September 30, 2024 ($220.20). Such payments are all contingent on Mr. Locoh-Donou’s compliance with certain non-competition restrictions for a period of 12 months following termination of employment described in his offer letter and his execution and the effectiveness of an appropriate general release of claims. The term “cause” shall have the meaning as defined in the change of control agreement referenced above and “good reason” shall have the meaning as defined in his offer letter. In no case shall Mr. Locoh-Donou be entitled to termination payments under both the offer letter and the change of control agreement. Mr. Pelzer ended his employment as Chief Financial Officer of the Company on November 18, 2024. As inducement to Mr. Pelzer entering into a consulting agreement to act as a senior advisor to his successor for the period from approximately December 1, 2024 to May 31, 2025, the Company provided Mr. Pelzer a lump sum payment in the amount of $315,125, less applicable deductions, taxes, and withholdings and the acceleration of vesting of 6,740 service-vesting restricted stock units that were previously granted to Mr. Pelzer. Pursuant to the consulting agreement, Mr. Pelzer is paid $46,833.33 per month for the six-month term of the consulting agreement and applicable expenses. Mr. Pelzer agreed to, among other things, certain non-disclosure obligations and waiver and release of claims. Ms. Sprague ended her employment as Executive Vice President and Chief Product Officer on November 2, 2024 and received no severance or additional post-termination compensation.

  244. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 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 2024 annual total compensation for our CEO was $18,044,442. We estimate that the fiscal year 2024 annual total compensation for the median of all employees, excluding our CEO, was $156,076. The resulting ratio of our CEO’s annual total compensation to that of the median of all employees, excluding our CEO, for fiscal year 2024 is 116 to 1. |

  245. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    We identified the median employee by (i) aggregating for each employee employed on September 30, 2024 (A) annual base salary for salaried employees or hourly rate multiplied by estimated work schedule for hourly and seasonal employees, in each case annualized for newly-hired employees, (B) target incentive compensation and (C) grant date fair market value of equity compensation, (ii) converting amounts from local currency to U.S. dollars and (iii) ranking this compensation measure for our employees other than our CEO from lowest to highest. We identified the employee with the median target compensation calculated as described in the preceding sentence. We calculated annual total compensation for the median employee using the same methodology used to calculate the “Total” column of the “Summary Compensation Table.” The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their

  246. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year 2024 Proxy Statement | 69 |

  247. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  248. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  249. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 70 | Fiscal Year 2024 Proxy Statement |

  250. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  251. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 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.” |

  252. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Pay Versus Performance Table for Fiscal Year 2024

  253. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year | Summary Compensation Table Total for François Locoh-Donou(1) ($) | Compensation Actually Paid to François Locoh- Donou(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | 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) | | 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 |

  254. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 1. | Mr. Locoh-Donou was our PEO for each fiscal year presented. The individuals comprising the Non-PEO NEOs for each fiscal year are listed below. |

  255. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 2021 | 2022 | 2023 | 2024 | | Frank Pelzer | Frank Pelzer | Frank Pelzer | Frank Pelzer | | Tom Fountain | Tom Fountain | Tom Fountain | Tom Fountain | | Chad Whalen | Kara Sprague | Kara Sprague | Kara Sprague | | Haiyan Song | Chad Whalen | Chad Whalen | Chad Whalen |

  256. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 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, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  257. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity award values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards” column are the amounts from the “Stock Awards” column set forth in the Summary Compensation Table for each applicable fiscal year. |

  258. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year | Summary Compensation Table Total for François Locoh- Donou ($) | Exclusion of Stock Awards for François Locoh- Donou ($) | Inclusion of Equity Award Values for François Locoh- Donou ($) | Compensation Actually Paid to François Locoh- Donou ($) | | 2024 | 18,044,442 | (16,426,775) | 27,038,696 | 28,656,363 |

  259. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year 2024 Proxy Statement | 71 |

  260. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  261. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year | Average Summary Compensation Table Total for Non- PEO NEOs ($) | Average Exclusion of Stock Awards for Non- PEO NEOs ($) | Average Inclusion of Equity Award Values for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,841,765 | (4,886,297) | 7,997,510 | 8,952,978 |

  262. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    The amounts in the “Inclusion of Equity Award Values” column in the tables above are derived from the amounts set forth in the following tables:

  263. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Outstanding and Unvested as of Last Day of Covered Fiscal Year for François Locoh-Donou ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year for François Locoh- Donou ($) | Vesting-Date Fair Value of Equity Awards Granted During Covered Fiscal Year that Vested During Such Fiscal Year for François Locoh-Donou ($) | Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year that Vested During Covered Fiscal Year for François Locoh- Donou ($) | Total Inclusion of Equity Award Values for François Locoh-Donou ($) | | 2024 | 20,705,461 | 4,930,454 | 1,382,699 | 20,082 | 27,038,696 |

  264. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Covered Fiscal Year That Remained Outstanding and Unvested as of Last Day of Covered Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Last Day of Covered Fiscal Year of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Covered Fiscal Year that Vested During Such Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date of Outstanding and Unvested Equity Awards Granted During Prior Fiscal Year that Vested During Covered Fiscal Year for Non-PEO NEOs ($) | Total Average Inclusion of Equity Award Values for Non-PEO NEOs ($) | | 2024 | 5,970,214 | 1,433,078 | 533,434 | 60,784 | 7,997,510 |

  265. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 4. | The Peer Group TSR set forth in this table utilizes the S&P 500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed fiscal year in the Company and in the S&P 500 Information Technology Index, respectively. Historical stock price performance is not necessarily indicative of future stock price performance. |

  266. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 72 | Fiscal Year 2024 Proxy Statement |

  267. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  268. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 5. | We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2024. We may determine a different financial performance measure to be the most important financial performance measure in future years. |

  269. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Relationship Between “Compensation Actually Paid” and Financial Performance Measures In accordance with Item 402(v) of Regulation S-K, the following charts set forth the relationship between Compensation Actually Paid (see footnote 2 above) to our PEO and the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s financial performance as measured by our TSR, our peer group TSR, our Net Income, and our Revenue.

  270. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Relationship Between Pay and Performance | In addition to the tabular disclosure above, the pay verses performance rules require us to describe the relationship between “Compensation Actually Paid” and the performance measures shown in the main table above. |

  271. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and other NEOs in fiscal years 2021, 2022, 2023 and 2024 to (1) our TSR and the Standard & Poor’s 500 Information & Technology Index TSR, (2) our net income, and (3) our revenue. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR and Peer Group TSR

  272. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year 2024 Proxy Statement | 73 |

  273. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  274. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

  275. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 74 | Fiscal Year 2024 Proxy Statement |

  276. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  277. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    We believe the “compensation actually paid” in each of the years reported above are primarily reflective of the annual changes in our stock price performance and the performance of our PSUs. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, as well as the details on the terms of our short-term incentive program and our performance-vesting equity awards refer to our “Compensation Discussion and Analysis”. Tabular List of Most Important Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important financial and non-financial performance measures in linking Compensation Actually Paid to our PEO and our Non-PEO NEOs for fiscal 2024 to Company performance. The measures in this table are not ranked and are described in our Compensation Discussion and Analysis. Revenue Non-GAAP Operating Income Diversity and Inclusion Non-GAAP EPS Relative TSR

  278. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year 2024 Proxy Statement | 75 |

  279. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  280. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Report of the Audit Committee | The Audit Committee consists of directors, each of whom, in the judgment of the Board of Directors, is an “independent director” as defined in the Nasdaq Listing Rules. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. The Audit Committee charter is available on the “Company — Investor Relations — ESG — Governance Documents” section of the Company’s website, located at https://investors.f5.com/esg/. |

  281. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    On behalf of the Board of Directors, the Audit Committee oversees the Company’s financial reporting process and its internal controls over financial reporting, areas for which management has the primary responsibility. PricewaterhouseCoopers LLP, the independent registered public accounting firm (the “Auditors”), is responsible for expressing an opinion as to the conformity of the audited financial statements with accounting principles generally accepted in the United States of America and for issuing the Auditors’ opinion on the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee oversees procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In conjunction with its oversight of major financial and compliance risks to the Company, the Audit Committee receives periodic updates on risk topics from Company leaders. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and the Auditors the audited financial statements and the quarterly unaudited financial statements of the Company for the fiscal year ended September 30, 2024, matters relating to the Company’s internal controls over financial reporting, and the processes that support certifications of the financial statements by the Company’s Chief Executive Officer and Chief Financial Officer. The Audit Committee discussed with the Auditors the overall scope and plans for the annual audit. The Audit Committee meets with the Auditors, with and without management present, to discuss the results of their examinations, their consideration of the Company’s internal controls in connection with their audit, and the overall quality of the Company’s financial reporting. The Audit Committee reviewed with the Auditors their judgments as to the quality and acceptability of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. The Audit Committee has discussed and reviewed with the Auditors all matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission (the “SEC”). The Audit Committee has received the written disclosures and the letter from the Auditors required by applicable requirements of the PCAOB regarding the Auditors’ communications with the Audit Committee concerning independence and has discussed with the Auditors the Auditors’ independence.

  282. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 76 | Fiscal Year 2024 Proxy Statement |

  283. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  284. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended September 30, 2024 be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 for filing with the SEC. The Audit Committee has also selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The Board of Directors is recommending that shareholders ratify this selection at the Annual Meeting. Respectfully submitted, Elizabeth L. Buse Michael L. Dreyer Tami Erwin Julie M. Gonzalez Peter S. Klein, Chair Maya McReynolds Nikhil Mehta

  285. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fees Paid to Pricewater- houseCoopers LLP | The following is a summary of the fees billed to the Company by PricewaterhouseCoopers LLP for professional services rendered for the fiscal years ended September 30, 2024 and 2023: |

  286. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Years Ended September 30, | | | Fee Category | 2024 | 2023 | | Audit Fees | $4,476,517 | $4,179,923 | | Audit-Related Fees | — | $290,000 | | Tax Fees | $215,181 | $184,820 | | All Other Fees | $2,205 | $992 | | Total Fees | $4,693,904 | $4,655,735 |

  287. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    Audit Fees. Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings. Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with financial accounting and reporting standards, due diligence services in connection with acquisitions, and other services related to registration statements and public offerings. Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance, tax audit defense, customs and duties, mergers and acquisitions, and international tax planning. All Other Fees. Consists of software licensing fees for accounting research tools.

  288. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Fiscal Year 2024 Proxy Statement | 77 |

  289. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | | Executive Compensation |

  290. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Audit Committee Pre-Approval Procedures | The Audit Committee meets with our independent registered public accounting firm to approve the annual scope of accounting services to be performed and the related fee estimates. The Audit Committee also meets with our independent registered public accounting firm, on a quarterly basis, following completion of its quarterly reviews and annual audit and prior to our earnings announcements, to review the results of its work. During the course of the year, the Chair of the Audit Committee has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. The Chair of the Audit Committee reports any interim pre-approvals at the following quarterly meeting. At each of the meetings, management and our independent registered public accounting firm update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. During fiscal years 2023 and 2024, all services performed by PricewaterhouseCoopers LLP for the Company were pre-approved by the Audit Committee in accordance with the foregoing procedures. |

  291. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | Annual Independence Determination | The Audit Committee considered whether the provision of non-audit services is compatible with the principal accountants’ independence and concluded that the provision of non-audit services is and has been compatible with maintaining the independence of the Company’s external auditors. |

  292. 2024 Potential Payments Upon Termination After a Change of Control Table(1)

    | 78 | Fiscal Year 2024 Proxy Statement |