Palo Alto Networks, Inc. · NASDAQ:PANW
Palo Alto Networks — Proxy Contest (December 2024)
13 slides from Palo Alto Networks's proxy contest presentation, Dec 2, 2024
Slide 1: Proxy Statement Supplement December 2, 2024
© 2024 Palo Alto Networks, Inc. All rights reserved. Proxy Statement Supplement December 2, 2024
Slide 2: Forward-looking statements
© 2024 Palo Alto Networks, Inc. All rights reserved. This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our future prospe
Slide 3: Supplemental Disclosure to Assist Shareholders: Board reaffirms its recommendations
© 2024 Palo Alto Networks, Inc. All rights reserved. Supplemental Disclosure to Assist Shareholders Palo Alto Networks Board of Directors reaffirms its recommendations • This document provides additional information for Palo Alto Networks shareholders to consider when determining how to vote with re
Slide 4: Robust shareholder engagement to obtain valuable feedback
Robust shareholder engagement to obtain valuable feedback We undertook extensive engagement efforts in FY24 to obtain our shareholders’ feedback on compensation decisions to drive increased accountability and improve decision making • We engage with shareholders to obtain input on compensation decis
Slide 5: Shareholder feedback led to significant changes to our executive compensation programs
Shareholder feedback led to significant changes to our executive compensation programs Shareholder Feedback How we responded Awards of the quantum of our CEO’s five-year • Compensation and People Committee committed to not grant Mr. Arora additional PSU retention grant should not be used one-time eq
Slide 6: FY24 Target Pay: Decisions made using structured inputs and framework
FY24 Target Pay: Decisions made using structured inputs and framework to ensure an objective and clear alignment with performance We follow a structured decision making process and met all 14 Key Commitments to our Shareholders Decision Making Inputs for FY24 Target Pay Financial Shareholder Strateg
Slide 7: FY24 Target Pay: Modest increase in CEO compensation and decrease in total pay for other NEOs
© 2024 Palo Alto Networks, Inc. All rights reserved. FY24 Target Pay: Modest increase in CEO compensation and decrease in total pay for other NEOs despite continued strong performance at top of peer group Executed on corporate objectives including Product Category Leadership, AI acceleration, and Em
Slide 8: Executive Compensation validated by strong financial performance
© 2024 Palo Alto Networks, Inc. All rights reserved. All rights reserved. Executive Compensation validated by strong financial performance Our executive team delivers strong financial performance for our shareholders in fiscal 2023 and fiscal 2024 Revenue increased 16% from FY23 to FY24 NGS ARR(1) i
Slide 9: Reduced CEO perquisites while maintaining sound risk management
© 2024 Palo Alto Networks, Inc. All rights reserved. Reduced CEO perquisites while maintaining sound risk management Compensation and People Committee carefully reviews and approves perquisites every year • CEO personal benefits decreased approximately 56%, from ~$3.80 million in FY23 to ~$1.69M in
Slide 10: PSU financial metrics updated to align pay and performance
© 2024 Palo Alto Networks, Inc. All rights reserved. All rights reserved. PSU financial metrics updated to align pay and performance Executive compensation should be aligned with our key financial metrics and long-term growth strategies FY24 Strategy Change. During FY24, the Board approved an ambiti
Slide 11: We continue to use equity compensation in a responsible manner
© 2024 Palo Alto Networks, Inc. All rights reserved. We continue to use equity compensation in a responsible manner We continue to reduce stock based compensation expense and dilution over time while allowing us to remain competitive in our industry and the geographies where we operate Steady progre
Slide 12: ISS's recommendation on our say-on-pay proposal is not compelling
© 2024 Palo Alto Networks, Inc. All rights reserved. ISS’s recommendation on our say-on-pay proposal is not compelling • The Chair of our Compensation and People Committee and Lead Independent Director engaged in significant shareholder engagement, obtaining shareholder feedback to understand our sh
Slide 13: Glass Lewis's recommendation on a director nominee is not compelling
© 2024 Palo Alto Networks, Inc. All rights reserved. Glass Lewis’s recommendation on a director nominee is not compelling • Glass Lewis’s recommendation against Right Honorable Sir John Key is solely due to its disapproval of our executive compensation practices and his role on the Compensation and