F5, Inc. · NASDAQ:FFIV
F5 — Shareholder Meeting (February 2023)
20 slides from F5's shareholder meeting presentation, Feb 22, 2023
Slide 1: F5, Inc. Investor Presentation
F5, Inc. Investor Presentation February 22, 2023
Slide 2: Filing notice for shareholder discussions
F5, Inc. (the “Company”) is filing a copy of this presentation intended to be used in discussions with shareholders related to the Company’s proxy statement for its Annual Shareholders Meeting to be held on March 9, 2023.
Slide 3: Forward Looking Statements
Forward Looking Statements This presentation contains forward-looking statements including, among other things, statements regarding F5’s potential share repurchases, environmental targets, employee and equity compensation needs and availability, cash flow usage, and business trends. These, and othe
Slide 4: Table of Contents
Table of Contents Executive Summary 5 Proposal No. 2 – IncentivePlan Approval Request 6 – 10 Business Transformation 11 – 13 Executive Compensation 14 – 15 ESG Overview 16 – 19 Slides
Slide 5: Board recommends vote FOR Proposal No. 2
We are providing this information as supplemental to our proxy to aid investors in their consideration of our proposals. Our Board would like to draw your attention to Proposal No. 2 – our request to increase the number of shares issuable under our Incentive Plan by an additional 4.5M shares – an am
Slide 6: Proposal No. 2 Incentive Plan Approval Request
Proposal No. 2Incentive Plan Approval Request
Slide 7: Potential dilution below the 50th percentile of peers
Potential dilution including the proposed 4.5M share increase is below the 50th percentile of peers 49.6 Percent Rank At 11.66%, potential dilution with the amended plan is below the 50th percentile of 9 peers that requested shares in the most recent plan year. Source: Available public data. Potenti
Slide 8: 3-year average unadjusted burn rate below peer 50th percentile
F5’s 3-year average unadjusted burn rate is below the 50th percentile of its peers 42.6 Percent Rank At 2.25% (per ISS’s proxy research report), F5’s 3-yr average unadjusted burn rate is below the 50th percentile of 16 peers that disclosed a 3-yr average unadjusted burn rate. Source: Available publi
Slide 9: Additional factors related to requested incentive plan amendment
We ask investors to consider several additional factors related to our requested incentive plan amendment We have a broad-based program of making equity awards under the plan to most employees. In FY2022, 86% of grants under the plan went to non-exec employees. 2 years We estimate the additional sha
Slide 10: Prior and intended share repurchases
We also ask investors to consider our prior and intended share repurchases Beginning in FY23, we intend to use 50% of our annual free cash flow for share repurchases
Slide 11: We have significantly transformed our portfolio and our business
We have significantly transformed our portfolio and our business
Slide 12: Growth while expanding solutions portfolio and moving to software
We have driven growth while expanding our solutions portfolio and transitioning to a more software-driven business F5’s GAAP Revenue ($ in millions) $1B in security revenue*, 37% of total revenue FY2022 Milestones *Security revenue is comprised of standalone security offerings, bundled security offe
Slide 13: Stronger, more diversified business with recurring revenue
We have built a stronger, more diversified business % of Total Revenuethat is Recurring1 Software as a % of Product Revenue Subscription as a % of Software Revenue FY2017 FY2022 52% 69% 13% 51% 20% 78% 1Reflects reported revenue from recurring sources including software subscriptions, term agreement
Slide 14: Executive Compensation
Executive Compensation
Slide 15: Strong pay-for-performance culture
We have a strong pay-for-performance culture CHANGES FOR FY2023 An Earnings Per Share metric has replaced the prior software revenue growth metric in our long-term incentive program. CHANGES FOR FY2022 We increased the performance-based portion of our CEO’s target equity award to 60% from 50% in FY2
Slide 16: ESG Overview
ESG Overview
Slide 17: Comprehensive program recognizing full environmental impact
Building up a comprehensive program that recognizes F5’s full environmental impact Focus Areas: Set science-aligned target in FY22, committing to reduce our absolute scope 1 and 2 emissions 50% by 2030 from a 2021 baseline year Committed to set science-based target by 2030 with the Science Based Tar
Slide 18: Cultivating a human-first and high-performance culture
Cultivating a human-first and high-performance culture Female Representation 25.4% Employees Worldwide 24.1% FY21 FY22 We are evolving through Inclusion, Diversity, Equity & Allyship (“IDEA”): F5’s second annual Diversity & Inclusion report outlines our “IDEA” framework and provide data on our progr
Slide 19: Our Board is comprised of strategic and diverse leaders
Our Board is comprised of strategic and diverse leaders Skills & Experience Tenure & Independence Total number of directors: 11 Female Male Male Non-Binary Based on gender identity: 3 8 - Also identify in the categories below: African American or Black - 1 1 - Alaskan Native or Native American - - -
Slide 20: Questions?
QUESTIONS? Contact s.dulong@f5.com