8-KEarnings & ResultsLeadership ChangesOther Events+1

F5, INC. 8-K Report, Financial Results (Oct 28, 2024)

Filed October 28, 2024For Securities:FFIV

Summary

This 8-K filing from F5, Inc. (FFIV) primarily details two significant corporate actions. First, the company announced the appointment of Edward Cooper Werner as the new Executive Vice President (EVP) and Chief Financial Officer (CFO), effective after the filing of its fiscal year 2024 Form 10-K. Mr. Werner, who has a long tenure with F5 in various finance roles, will receive a base salary of $500,000, a target bonus of 80% of his base salary, and a substantial equity grant of restricted stock units valued at $2.4 million. This leadership transition is consistent with prior announcements regarding the retirement of the current CFO, Frank Pelzer. Second, F5's Board of Directors authorized an additional $1 billion for its common stock share repurchase program. This new authorization is in addition to the remaining $422.4 million available under the existing program, indicating management's continued confidence in the company's valuation and commitment to returning capital to shareholders. The repurchase program allows for flexibility in execution through various methods, including open market purchases and accelerated share repurchase programs.

Key Highlights

  • 1Edward Cooper Werner appointed as new EVP and CFO, effective upon the filing of the FY2024 10-K.
  • 2Mr. Werner's compensation package includes a $500,000 base salary and an 80% target annual bonus.
  • 3Mr. Werner will receive a significant restricted stock unit grant valued at $2.4 million, with a mix of time-based and performance-based vesting over three years.
  • 4The company authorized an additional $1 billion for its common stock share repurchase program.
  • 5The new repurchase authorization is incremental to the $422.4 million still available under the current program.
  • 6The share repurchase program offers flexibility in its execution methods.
  • 7The CFO transition follows a previously announced retirement plan for Frank Pelzer.

Frequently Asked Questions

Edward Cooper Werner has been appointed as the new Executive Vice President (EVP) and Chief Financial Officer (CFO). He will assume his role on the first business day following the filing of F5's Form 10-K for the fiscal year 2024. This appointment aligns with the previously announced retirement of the current CFO, Frank Pelzer.

F5's Board of Directors authorized an additional $1 billion for its common stock share repurchase program. This new authorization is incremental, meaning it is in addition to the approximately $422.4 million that remained unused in the existing program.

The new CFO, Edward Cooper Werner, will have an annual base salary of $500,000 and a target annual bonus of 80% of his base salary. Additionally, he will be granted restricted stock units valued at $2.4 million, with 50% vesting quarterly over three years and the remaining 50% vesting annually based on performance over three years, subject to Talent and Compensation Committee approval.

Mr. Werner will have the company's standard 'double trigger' change of control agreement, providing severance equivalent to one times the sum of his annual salary and highest annual target incentive bonus in the 12 months preceding a change of control. He will also receive an indemnification agreement for officers and directors and other standard executive benefits.