8-KLeadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Executive Changes (May 14, 2021)

Filed May 14, 2021For Securities:PANW

Summary

Palo Alto Networks, Inc. (PANW) announced on May 13, 2021, the appointment of Aparna Bawa to its Board of Directors as a Class III director. Ms. Bawa's term will expire at the 2023 annual meeting. She has also been appointed to the Board's Audit Committee, bringing extensive experience from leadership roles at technology companies like Zoom Video Communications, Magento, and Nimble Storage. In connection with her appointment, Ms. Bawa will receive a significant initial equity award valued at approximately $1,000,000 in restricted stock units, which will vest over three years. She is also slated to receive annual equity awards valued at approximately $300,000 plus committee fees, commencing in 2022. This appointment and compensation structure indicate the company's strategy to leverage experienced leadership and incentivize long-term commitment from its directors.

Key Highlights

  • 1Aparna Bawa appointed as a Class III Director to the Board, with a term expiring in 2023.
  • 2Ms. Bawa has also been appointed to the Board's Audit Committee.
  • 3Ms. Bawa brings substantial experience from executive roles at Zoom Video Communications, Magento, and Nimble Storage.
  • 4Initial restricted stock unit award to Ms. Bawa valued at approximately $1,000,000, vesting over three years.
  • 5Annual equity awards valued at approximately $300,000 plus committee fees are expected for Ms. Bawa, starting in 2022.
  • 6Ms. Bawa is not involved in any undisclosed arrangements or transactions with the company.

Frequently Asked Questions

Aparna Bawa is a seasoned executive with extensive experience in the technology sector. She most recently served as Chief Operating Officer and Interim Chief Legal Officer at Zoom Video Communications. Her prior experience includes roles as General Counsel and Senior Vice President at companies like Magento and Nimble Storage, both of which were acquired.

Her appointment to the Audit Committee is significant as it brings her financial and legal expertise, particularly from her background in accounting and law, to a critical governance function. This suggests a focus on strengthening oversight and compliance within the company.

Ms. Bawa will receive an initial award of restricted stock units valued at approximately $1,000,000, vesting over three years. She is also expected to receive annual equity awards of approximately $300,000 plus committee fees, starting in 2022, subject to continued service.

The filing states that there are no arrangements or understandings between Ms. Bawa and any other persons regarding her election as a director, and she is not a party to any transactions requiring disclosure under Item 404(a) of Regulation S-K. She has also executed the company's standard form of indemnification agreement.