8-KLeadership ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Jan 30, 2017)

Filed January 30, 2017For Securities:FFIV

Summary

F5, Inc. (FFIV) announced a significant leadership transition, appointing Francois Locoh-Donou as its new President and Chief Executive Officer (CEO), effective April 3, 2017. This appointment coincides with the retirement of current CEO John McAdam, who will remain on the Board of Directors. Mr. Locoh-Donou, previously Senior Vice President and Chief Operating Officer at Ciena Corporation, brings extensive experience in strategic development, product management, and global operations, which is expected to be crucial in bridging company operations and investor matters. The announcement details Mr. Locoh-Donou's comprehensive compensation package, including a substantial base salary, target annual bonus, and significant equity awards in the form of restricted stock units (RSUs). These RSUs are structured with both time-based and performance-based components, designed to incentivize long-term performance and retention. Additionally, he will receive a sign-on bonus and relocation assistance, reflecting the company's investment in securing new leadership. The filing also outlines terms for potential termination payments, contingent on compliance with non-competition agreements and the release of claims.

Key Highlights

  • 1Appointment of Francois Locoh-Donou as new President and CEO, effective April 3, 2017.
  • 2Retirement of current CEO John McAdam, who will continue to serve on the Board.
  • 3Mr. Locoh-Donou's background includes significant operational and leadership roles at Ciena Corporation.
  • 4New CEO's compensation package includes a base salary of $750,000 and a target annual bonus of 130% of base salary.
  • 5Substantial restricted stock unit (RSU) grants valued at approximately $12.26 million, split between performance-based, time-based, and inducement awards.
  • 6A sign-on bonus of $800,000 and a relocation payment of $400,000 are part of the executive's initial compensation.
  • 7Details provided on severance benefits in cases of termination for 'cause' or 'good reason', with specific conditions and limitations.

Frequently Asked Questions

Francois Locoh-Donou has been appointed as the new President and CEO of F5, Inc., effective April 3, 2017. He will also join the Company's Board of Directors.

Mr. Locoh-Donou, age 45, was previously the Senior Vice President and Chief Operating Officer of Ciena Corporation. He has extensive experience in strategic development, product management, and global operations from his tenure at Ciena.

Mr. Locoh-Donou will receive restricted stock units (RSUs) totaling approximately $12.26 million. These include performance-based and time-based awards vesting over four years, an inducement award vesting over three years, and a one-time incentive award also vesting over four years, all subject to applicable company plans and agreements.

If the Company terminates Mr. Locoh-Donou's employment for 'cause' or he terminates for 'good reason', he is entitled to his first year's base salary plus target bonus. The company may also, at its discretion, allow vesting of equity scheduled in the following six months or provide a cash payment equivalent to its value, contingent on non-competition compliance and a general release of claims.