8-KLeadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Executive Changes (Jun 23, 2020)

Filed June 23, 2020For Securities:PANW

Summary

Palo Alto Networks Inc. (PANW) has filed an 8-K detailing a significant leadership change in its finance department. Effective July 1, 2020, Kathy Bonanno will resign as Chief Financial Officer (CFO), concluding her tenure on June 30, 2020, after which she will assist with transition until July 31, 2020. The company has appointed Luis Felipe Visoso as the new CFO. Mr. Visoso brings a wealth of experience from prominent technology companies, including Amazon Web Services and Cisco Systems. His compensation package is substantial, reflecting his senior role and experience, and includes a base salary of $600,000, a target annual incentive of 100% of his base salary, a significant signing bonus, relocation assistance, and a substantial equity award valued at approximately $12 million, vesting over four years. The filing also outlines severance provisions in the event of termination under specific circumstances, particularly relating to a change in control.

Key Highlights

  • 1Kathy Bonanno to resign as CFO effective June 30, 2020, with transition support through July 31, 2020.
  • 2Luis Felipe Visoso appointed as the new Chief Financial Officer, effective July 1, 2020.
  • 3Luis Felipe Visoso possesses extensive financial leadership experience from Amazon Web Services, Amazon's Worldwide Consumer organization, and Cisco Systems.
  • 4Mr. Visoso's annual base salary will be $600,000, with a target annual incentive of 100% of his base salary.
  • 5A one-time payment of $2,000,000 is included in Mr. Visoso's offer letter, subject to clawback provisions if he voluntarily leaves within 24 months.
  • 6Mr. Visoso will receive a significant equity award valued at approximately $12,000,000, vesting over four years.
  • 7Severance benefits are detailed for termination scenarios, including accelerated vesting of equity upon a change in control.

Frequently Asked Questions

Kathy Bonanno is resigning to pursue another opportunity. She will continue to serve as CFO until June 30, 2020, and will remain with the company as a non-executive employee until July 31, 2020, to ensure a smooth transition.

Luis Felipe Visoso has a strong background in financial leadership. He most recently served as CFO of Amazon Web Services and prior to that, as CFO of Amazon's Worldwide Consumer organization. He also held senior finance roles at Cisco Systems and spent over 23 years at Procter & Gamble.

Mr. Visoso's compensation includes an annual base salary of $600,000, a target annual incentive of 100% of his base salary, a $2,000,000 one-time payment (with a 24-month repayment condition for voluntary departure), a $150,000 relocation assistance payment (with a 12-month repayment condition for voluntary resignation), and a $12,000,000 restricted stock award that vests over four years.

In the event of termination by the company without cause, Mr. Visoso is entitled to 12 months of his then-current base salary. If there is a Change in Control and his employment is terminated without cause (or he resigns for Good Reason) within 12 months following the Change in Control, he will receive a lump sum payment of his then-current annual base salary and accelerated vesting of his Time-Based RSUs for an additional 12 months.