8-KLeadership ChangesCorporate ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Apr 22, 2015)

Filed April 22, 2015For Securities:FFIV

Summary

F5, Inc. (FFIV) announced significant leadership changes via an 8-K filing on April 22, 2015. Effective July 1, 2015, Manuel Rivelo will be appointed President and CEO, succeeding John McAdam, who is retiring as an employee but will transition to a non-executive Chairman role. Alan J. Higginson will move to Lead Independent Director. Mr. Rivelo's appointment is supported by his extensive experience within F5 as Executive Vice President of Strategic Solutions, along with his prior leadership roles at Cisco Systems. The company has also updated its bylaws to allow for a Lead Independent Director and increased the maximum authorized board size. This leadership transition is accompanied by a revised compensation package for Mr. Rivelo, including an increased base salary, a target annual bonus, and a significant restricted stock unit grant. Mr. McAdam's retirement agreement recognizes his service and provides for continued vesting of certain equity awards, with a forfeiture of performance-based RSUs beyond fiscal year 2015. Investors should note these changes as they signal continuity in strategic direction under new leadership while also providing a clear succession plan and executive compensation details.

Key Highlights

  • 1Manuel Rivelo appointed as the new President and CEO, effective July 1, 2015.
  • 2Current CEO John McAdam retires as an employee but will serve as non-executive Chairman.
  • 3Alan J. Higginson transitions from Chairman to Lead Independent Director.
  • 4Mr. Rivelo brings deep internal knowledge of F5's strategic development and prior extensive experience from Cisco Systems.
  • 5Mr. Rivelo's compensation includes a base salary of $650,000, target bonus of 130% of base, and approximately $1,500,000 in restricted stock units (time-based and performance-based).
  • 6Bylaws amended to formally allow for a Lead Independent Director role and increase maximum board size to ten directors.
  • 7Mr. McAdam's retirement agreement includes provisions for continued vesting of certain equity awards and a forfeiture of performance-based RSUs beyond fiscal year 2015.

Frequently Asked Questions

Manuel Rivelo will assume the role of President and Chief Executive Officer (CEO) effective July 1, 2015. He is replacing John McAdam, who is retiring as an employee.

John McAdam will transition from his role as President and CEO to become the Company's non-executive Chairman, effective July 1, 2015.

Effective July 1, 2015, Mr. Rivelo's annual base salary will increase to $650,000, his target annual bonus will be 130% of base salary, and he will receive restricted stock units with an approximate target fair market value of $1,500,000 on the grant date. This grant includes both time-based and performance-based restricted stock units.

Yes, the Board of Directors adopted Fifth Amended and Restated Bylaws. These amendments allow the Board to appoint a Lead Independent Director and increase the maximum number of authorized directors from nine to ten.