8-KLeadership ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Jan 6, 2016)

Filed January 6, 2016For Securities:FFIV

Summary

This Form 8-K filing by F5, Inc. (FFIV) on January 6, 2016, details the approved compensation package for its newly appointed President and CEO, John McAdam, and outlines the terms of Manuel Rivelo's resignation. Mr. McAdam will receive an annual base salary of $910,000, with a target bonus of 130% of his base salary for the remaining three quarters of fiscal year 2016. He is also granted restricted stock units (RSUs) with a target fair market value of approximately $3.75 million, split between time-based and performance-based awards, vesting quarterly through the first quarter of fiscal year 2017. In connection with his resignation, Mr. Rivelo has entered into a waiver and non-competition agreement. He will be eligible to continue vesting in a prorated portion of his time-based and performance-based RSUs through February 2016, contingent on target company performance. He will also receive a prorated cash bonus for the first quarter of fiscal year 2016. These provisions are in exchange for Mr. Rivelo's adherence to non-competition, non-solicitation, and non-disparagement clauses.

Key Highlights

  • 1John McAdam appointed President and CEO, with a new compensation package approved.
  • 2McAdam's annual base salary set at $910,000.
  • 3McAdam eligible for a target bonus of 130% of base salary for the last three quarters of FY2016.
  • 4McAdam to receive approximately $3.75 million in restricted stock units (RSUs) in February 2016, split between time-based and performance-based awards.
  • 5Manuel Rivelo resigned as President and CEO and director effective December 13, 2015.
  • 6Rivelo entered into a waiver and non-competition agreement in exchange for prorated RSUs and bonus.
  • 7Rivelo's RSUs and bonus are contingent on continued vesting and target company performance through early 2016.

Frequently Asked Questions

John McAdam's compensation package includes an annual base salary of $910,000, a target bonus of 130% of his base salary for the last three quarters of fiscal year 2016, and restricted stock units (RSUs) with an approximate target fair market value of $3.75 million granted on February 1, 2016. The RSUs are a mix of time-based and performance-based awards.

Manuel Rivelo resigned as President and CEO and director. He entered into a waiver and non-competition agreement. In exchange for non-competition, non-solicitation, and non-disparagement obligations, he has the opportunity to continue vesting in a prorated amount of his RSUs and receive a prorated cash bonus for the first quarter of fiscal year 2016, assuming target company performance.

For John McAdam, the RSUs granted in February 2016 consist of 40% time-based and 60% performance-based awards, vesting quarterly through the first quarter of fiscal year 2017. For Manuel Rivelo, he can continue to vest in a prorated amount (approximately five-sixths) of his time-based and performance-based RSUs through February 2016, subject to target company performance for the first quarter of fiscal year 2016.

Under the waiver and non-competition agreement, Manuel Rivelo has agreed to non-competition, non-solicitation, and non-disparagement obligations. These are part of the exchange for his ability to continue vesting in certain restricted stock units and receive a prorated cash bonus.