10-K/APeriod: FY2000

F5, INC. Annual Report (Amendment), Year Ended Sep 30, 2000

Filed January 24, 2001For Securities:FFIV

Summary

This 10-K filing for F5, INC. (FFIV) on January 24, 2001, provides insights into the company's executive leadership, compensation structures, and significant share ownership. The document highlights the experience of key executives, including CEO John McAdam and Chairman Jeffrey S. Hussey, who collectively bring a strong background in technology and business leadership. The compensation details reveal a significant reliance on stock options as a key incentive for executive performance, with substantial grants awarded to top management. Investors will find key information regarding the company's stock performance post-IPO, showing a notable increase in value against market indices, although with volatility. The filing also discloses major shareholders, including Britannia Holdings Limited and Jeffrey S. Hussey, each holding over 10% of the outstanding common stock, indicating significant insider and institutional interest. The details surrounding executive compensation, particularly stock option grants and their potential value, are crucial for understanding management's alignment with shareholder interests and the company's growth expectations.

Key Highlights

  • 1The company has a strong executive team with extensive experience in technology and business leadership, including CEO John McAdam and Chairman Jeffrey S. Hussey.
  • 2Stock options are a significant component of executive compensation, used to incentivize performance and align executive interests with shareholder value.
  • 3F5 Networks (FFIV) has demonstrated substantial stock performance since its IPO on June 4, 1999, outperforming broader market indices like the Nasdaq Stock Market (U.S. Companies) and Nasdaq Computer Manufacturer Stocks Index by September 30, 2000.
  • 4Key large shareholders include Britannia Holdings Limited (10.7%) and Chairman Jeffrey S. Hussey (10.6%), indicating substantial insider and institutional ownership.
  • 5The Compensation Committee is responsible for setting executive compensation policies, focusing on correlating pay with business objectives and performance to attract and retain talent.
  • 6There were minor reporting compliance issues for some executives regarding Section 16(a) beneficial ownership reporting during fiscal year 2000, which the company states were resolved.
  • 7The company has entered into indemnification agreements with its directors and officers to protect them to the fullest extent permitted by law.

Frequently Asked Questions

F5's executive compensation strategy heavily emphasizes stock options as a key incentive. The company believes that employee equity ownership, particularly through stock options, is a significant motivator for executives to maximize shareholder value. These options are typically granted at the current market price and only gain value if the company's stock price appreciates.

As of December 11, 2000, the significant shareholders included Britannia Holdings Limited (10.7% of outstanding common stock) and Jeffrey S. Hussey, the Chairman of the Board (10.6%). Other large institutional holders included Cypress Partners Limited Partnership (5.2%).

Since its IPO on June 4, 1999, F5's stock performance has been strong. By September 30, 2000, a $100 investment in F5's common stock had grown to $228.49, significantly outperforming the Nasdaq Stock Market (U.S. Companies) Index ($147.68) and the Nasdaq Computer Manufacturer Stocks Index ($210.13).

Yes, a notable transaction involves Robert J. Chamberlain, Senior Vice President of Finance and CFO. In March 1999, he received 150,000 shares of common stock in exchange for a $750,000 promissory note. This note bears interest and is collateralized by the shares, with the company having the obligation to repurchase unvested shares upon termination. Mr. Chamberlain made principal and interest payments on this note during fiscal year 2000.