Palo Alto Networks, Inc. · NASDAQ:PANW
Palo Alto Networks — Proxy Contest (December 2025)
20 slides from Palo Alto Networks's proxy contest presentation, Dec 1, 2025
Slide 1: Proxy Statement Supplement 2025 Annual Meeting of Shareholders
Proxy Statement Supplement 2025 Annual Meeting of Shareholders December 1, 2025 © 2025 Palo Alto Networks, Inc. All rights reserved.
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical or current facts, including statements regarding
Slide 3: Supplemental Disclosure to Assist Shareholders
Supplemental Disclosure to Assist Shareholders Palo Alto Networks Board of Directors reaffirms all its recommendations • This presentation provides additional information for Palo Alto Networks shareholders to consider when determining how to vote with respect to: Proposal 1 (Election of Directors)
Slide 4: Advisory Vote on Named Executive Officer Compensation
Advisory Vote on Named Executive Officer Compensation © 2025 Palo Alto Networks, Inc. All rights reserved. Proprietary and confidential information.
Slide 5: We obtained feedback from shareholders representing 53% of our shares
We obtained feedback from shareholders representing 53% of our shares Undertook extensive shareholder engagement efforts in Fiscal 2025 to obtain our shareholders’ views on executive compensation and other matters • Shareholder engagement drives increased accountability to our shareholders by helpin
Slide 6: Meaningful Changes to 2025 Executive Compensation Programs
Meaningful Changes to 2025 Executive Compensation Programs Key changes for fiscal 2025 previewed in our 2024 Proxy Statement are now fully implemented Shareholder Feedback Shareholders offered mixed feedback on our CEO’s maximum annual equity payout: ● Active portfolio managers viewed the compensati
Slide 7: Additional changes adopted for 2026 Executive Compensation Programs
Additional changes adopted for 2026 Executive Compensation Programs Shareholder Feedback Led to Further Changes to our Fiscal 2026 Executive Compensation Programs Shareholder Feedback Our shareholders asked us to consider whether the TSR modifier in the executive PSUs is disproportionately weighted
Slide 8: Fiscal 2025 Target Pay Decisions
Fiscal 2025 Target Pay Decisions We follow a structured decision making process for clear pay-for-performance alignment and continued to meet all 15 key commitments to our shareholders Met our 15 key commitments to shareholders Decision Making Inputs for FY25 Target Pay (see page 81 of our 2025 Defi
Slide 9: Fiscal 2025 Target Pay
Fiscal 2025 Target Pay Increase in CEO compensation aligned with continued strong performance Fiscal 2025 Decision Making Inputs Fiscal 2025 CEO Compensation Decisions made in August 2024 based on Fiscal 2024 performance Fiscal 2024 Target Fiscal 2025 Target Financial Performance(1) Shareholder Retu
Slide 10: Executive Compensation Validated by Financial Results
Executive Compensation Validated by Financial Results Pay-for-performance underscores our executive compensation program, and helped contribute to strong results across revenue, NGS ARR, and Non-GAAP EPS in fiscal 2025, including against our compensation peer group Next-Generation Security ARR* Tota
Slide 11: We reward the achievement of aggressive performance targets
We reward the achievement of aggressive performance targets Maximum realizable value of named executive officer equity compensation is tied to rigorous performance targets, which ensures above-target payouts require meaningful financial outperformance, directly linking significant compensation to su
Slide 12: CEO perquisites reflect sound risk management
CEO perquisites reflect sound risk management Compensation and People Committee carefully reviews and approves perquisites every year • CEO “all other compensation” reported in the Summary Compensation Table was ~$2.68M in Fiscal 2025 • Reasonableness of the personal benefits to our CEO are reviewed
Slide 13: ISS's recommendation on our say-on-pay proposal is shortsighted and not compelling
ISS’s recommendation on our say-on-pay proposal is shortsighted and not compelling • Significant shareholder engagement led to positive, meaningful changes in our executive compensation programs, as detailed in this presentation and our 2025 Definitive Proxy Statement, which ISS itself acknowledges
Slide 14: Declassification Shareholder Proposal
Declassification Shareholder Proposal © 2025 Palo Alto Networks, Inc. All rights reserved. Proprietary and confidential information.
Slide 15: Our classified Board structure is in the best interests of our shareholders
Our classified Board structure is in the best interests of our shareholders We are committed to strong corporate governance, and the Board regularly reviews our governance structure, including our staggered election of directors • A classified board encourages long-term focus and enhances Board qual
Slide 16: Director Nominations
Director Nominations © 2025 Palo Alto Networks, Inc. All rights reserved. Proprietary and confidential information.
Slide 17: Glass Lewis's "Against" Recommendation on Director Nominee Lacks Merit
Glass Lewis’s “Against” Recommendation on Director Nominee Lacks Merit Dogmatic adherence to default policy positions fails to recognize the outsized contributions of John Donovan as our Lead Independent Director and his overwhelming support from shareholders • Mr. Donovan adds significant value due
Slide 18: Appendix
Appendix © 2025 Palo Alto Networks, Inc. All rights reserved. Proprietary and confidential information.
Slide 19: Fiscal 2024 vs. Fiscal 2025 Target Pay for Other Named Executive Officers
Fiscal Fiscal 2024 vs. Fiscal 2025 Target Pay for Other Named Executive Officers ($000s) Dipak Golechha William “BJ” Jenkins Lee Klarich Nir Zuk* Chief Financial Officer President Chief Product Officer Chief Technology OfficerFY24 FY25 FY24 FY25 FY24 FY25 FY24 FY25 Base Salary $600 $600 $750 $750 $5
Slide 20: GAAP to Non-GAAP Reconciliations – EPS
GAAP to Non-GAAP Reconciliations – EPS Non-GAAP net income per share, diluted: FY’22 FY’23 FY’24 FY’25 GAAP net income per share, diluted $(0.45) $0.64 $3.64 $1.60 Share-based compensation-related charges 1.71 1.79 1.73 1.98 Acquisition-related cost⁽¹⁾ 0.01 0.03 0.02 (0.15) Amortization expense of a