Palo Alto Networks Files Proxy Statement

Ticker: PANW · Form: DEF 14A · Filed: Oct 29, 2024 · CIK: 1327567

Palo Alto Networks Inc DEF 14A Filing Summary
FieldDetail
CompanyPalo Alto Networks Inc (PANW)
Form TypeDEF 14A
Filed DateOct 29, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$8.03 billion, $4.22 billion, $12.7 billion, $700 million, $900 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: PANW

TL;DR

PANW proxy statement out - details exec pay & board stuff for FY24.

AI Summary

Palo Alto Networks Inc. filed its definitive proxy statement (DEF 14A) on October 29, 2024, for the fiscal year ending July 31, 2024. The filing details executive compensation, including equity awards granted and their fair values, with specific figures for the fiscal years 2021 through 2024. It also provides information on the company's board of directors and corporate governance practices.

Why It Matters

This filing provides crucial details on executive compensation and corporate governance, offering insights into how the company is managed and how shareholder value is being aligned with leadership incentives.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders, rather than announcing new material events.

Key Numbers

  • 2024-07-31 — Fiscal Year End (The period covered by the proxy statement's financial data.)
  • 2024-10-29 — Filing Date (The date the DEF 14A was officially submitted to the SEC.)

Key Players & Entities

  • Palo Alto Networks Inc. (company) — Filer of the DEF 14A
  • 3000 TANNERY WAY, SANTA CLARA, CA 95054 (address) — Company's business and mailing address
  • 408-753-4000 (phone_number) — Company's business phone number

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit proxies from shareholders for an upcoming shareholder meeting, providing detailed information on matters to be voted upon, including director elections and executive compensation.

What fiscal years are covered by the equity award data in this filing?

The filing includes data for the fiscal years 2021-08-01 to 2022-07-31, 2022-08-01 to 2023-07-31, and 2023-08-01 to 2024-07-31.

What is the company's Standard Industrial Classification (SIC) code?

Palo Alto Networks Inc.'s SIC code is 3577, which corresponds to COMPUTER PERIPHERAL EQUIPMENT, NEC.

When is Palo Alto Networks' fiscal year end?

Palo Alto Networks' fiscal year ends on July 31st.

What is the SEC file number for Palo Alto Networks?

The SEC file number for Palo Alto Networks is 001-35594.

Filing Stats: 4,493 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2024-10-29 16:46:53

Key Financial Figures

  • $8.03 billion — e by Palo Alto Networks. Our revenue of $8.03 billion (a 16% year-over-year increase), Next-G
  • $4.22 billion — S") annual recurring revenue ("ARR") of $4.22 billion (a 43% year-over-year increase) and rem
  • $12.7 billion — ning performance obligations ("RPO") of $12.7 billion (a 20% year-over-year increase) demonst
  • $700 million — rity cloud security business to achieve $700 million in ARR 1 . In Security Operations, we s
  • $900 million — ions, we saw our Cortex platform exceed $900 million in ARR, and firmly established Cortex X
  • $500 million — 24, Cortex XSIAM achieved approximately $500 million in bookings, up more than 2x versus fis
  • $15 billion — o be a driving force toward our goal of $15 billion in NGS ARR in 2030. Achievement of ou
  • $19.1 billion — ur market capitalization increased from $19.1 billion (as of May 31, 2018, the last trading d
  • $76.5 billion — kesh as our Chief Executive Officer) to $76.5 billion (as of July 31, 2023, the last day of f
  • $8.03 b — s include: Total revenue increased to $8.03 billion, by 16% compared to fiscal 2023.
  • $4.22 b — ing revenue, or "NGS ARR", increased to $4.22 billion, by 43% compared to fiscal 2023.
  • $12.7 b — nce obligations, or "RPO", increased to $12.7 billion, by 20% compared to fiscal 2023.
  • $7 — per diluted share ("EPS") increased to $7.28, by 469% compared to fiscal 2023. (2
  • $4.1 billion — our stock repurchase program, totaling $4.1 billion over the last six years. Building a S

Filing Documents

Executive Compensation at a Glance

Executive Compensation at a Glance 17 Our Compensation Best Practices 18 Significant At-Risk Compensation 19 Corporate Responsibility at a Glance 20 Proxy Roadmap 21 Corporate Governance 21 Corporate Governance Highlights 37 Select Oversight Areas 22 Board Responsiveness to Shareholders 38 Enterprise Risk Management Program 25 Leadership Structure 39 Succession Planning 28 Board Committees and Responsibilities 39 Communications with the Board of Directors 33 Annual Board and Committee Self-Evaluations 40 Corporate Governance Guidelines and Code of Business Conduct and Ethics 35 Board's Role in Strategy Oversight 35 Board's Role in Risk Oversight 40 Compensation and People Committee Interlocks and Insider Participation 41 Corporate Responsibility 41 An Overview of Our Environmental, Social and Governance Strategies 43 Environmental 45 Social 41 ESG Oversight and Governance 49 Our ESG Journey 50 Voting Roadmap 52 Proposal No. 1 Election of Directors 53 Director Tenure and Refreshment 63 Director Independence 53 Board Diversity 64 Director Compensation 54 Board Skills and Experience Matrix 65 Director Stock Ownership Guidelines 55 Directors 65 Director Attendance 62 Identification and Evaluation of Director Nominees 66 Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm 66 Fees Paid to the Independent Registered Public Accounting Firm 67 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm 66 Auditor Independence 68 Report of the Audit Committee 69 Proposal No. 3 Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation 70 Proposal No. 4 Advisory Vote on the Compensation of our Named Executive Officers 71

Executive Compensation

Executive Compensation 71 Letter from our Compensation and People Committee 102 Fiscal 2025 Compensation Decisions 103 Other Aspects of Our Executive Compensation Programs 74 Compensation Discussion and Analysis 78 We Followed Through on Our Commitments 108 Report of the Compensation and People Committee 79 Compensation-Setting Process 82 CEO and NEO Pay for Performance Alignment for Fiscal 2024 109

Executive Compensation Tables

Executive Compensation Tables 124 Executive Officers 126 Proposal No. 5 Amendment to Our 2021 Equity Incentive Plan 126 Why Should Shareholders Vote to Approve the Amendment to the 2021 Plan? 129 Summary of the 2021 Plan 138 Proposal No. 6 Shareholder Proposal – Report on Climate Risks to Retirement Plan Beneficiaries 138 Shareholder's Proposal and Supporting Statement 139 Company Opposing Statement 141

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 143 Related Person Transactions 144 About the Annual Meeting 150 Other Matters 150 Delinquent Section 16(a) Reports 150 Fiscal Year 2024 Annual Report and SEC Filings 151 Appendix A 151 Calculation of Billings and Organic Operating Margin 153 Non-GAAP Financial Measures and Other Key Metrics 152 Calculation of Adjusted Operating Margin, Free Cash Flow Margin and Adjusted Free Cash Flow Margin 154 Appendix B 154 Amended and Restated 2021 Equity Incentive Plan Highlights 12 Our Board at a Glance 15 Our Corporate Governance at a Glance 17

Executive Compensation at a Glance

Executive Compensation at a Glance 50 Voting Roadmap 54 Board Skills and Experience Matrix 71 Letter from our Compensation and People Committee 74 Compensation Discussion and Analysis 126 Amendment to Our 2021 Equity Incentive Plan This document 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 prospects, social, environmental and sustainability plans and goals, and executive compensation plans, made in this document are forward-looking. We use words such as "anticipates," "believes," "continue," "estimate," "expects," "future," "intends", "may," "plan," and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ materially from those expected or implied in any forward-looking statement include, but are not limited to those discussed in the section titled "Risk Factors" in our 2024 Annual Report on Form 10-K. Unless otherwise provided herein, all statements in this Proxy Statement are as of the date of the filing of this Proxy Statement, and we do not assume any obligation to update forward-looking statements. References to our website in this Proxy Statement are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this Proxy Statement. In this Proxy Statement, the terms "the Company," "we," and "our" refer to Palo Alto Networks, Inc. and the term "Board" refers to the Board of Directors of Palo Alto Networks, Inc. To the extent that this Proxy Statement has been or will be specifically incorporated

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