01—Abstract
Summary
Summary of the 8-K filed November 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Palo Alto Networks (PANW) filed an 8-K on November 19, 2025 disclosing two board changes.
Director Mary Pat McCarthy, who has served since 2016, will retire effective January 23, 2026 for strictly personal reasons. Effective immediately, she stepped down as chair of the Audit Committee but will remain on the Audit and Security Committees until her retirement date. The Board simultaneously appointed Mark Goodburn as a Class I director, with a term expiring at the 2027 annual meeting, and named him Audit Committee chair and a member of the Security Committee.
Goodburn brings substantial financial and advisory credentials. He was Chairman and Global Head of Advisory of KPMG International from 2011 to 2021, oversaw its consulting and deal advisory businesses, and previously served as Vice Chairman of KPMG LLP and Global Head of its Technology, Media and Telecommunications practice. He is a Certified Public Accountant and currently sits on the board of C.H.
Robinson Worldwide. His appointment to chair the Audit Committee is the most material governance change for investors, since audit oversight of financial reporting and internal controls now rests with a new chair. Financially, the filing is low-impact.
Goodburn will receive an initial restricted stock unit award valued at about $1,000,000,a expected to be granted around December 10, 2025, vesting over three years with one-third at the first anniversary and the remainder quarterly thereafter. He will also receive annual RSU grants under the Director Compensation Policy starting with the 2026 annual meeting. The filing discloses no related-party transactions and no arrangements pursuant to which he was elected, and it contains no operating, guidance, or financial results information.
02—Key points
Key Highlights
- Mary Pat McCarthy, a director since 2016, will retire from the Board effective January 23, 2026, for strictly personal reasons; she stepped down as Audit Committee chair effective November 18, 2025.
- Mark Goodburn was appointed to the Board as a Class I director with a term expiring at the 2027 annual meeting.
- Goodburn was named Audit Committee chair and a member of the Security Committee, placing a former KPMG International Chairman and CPA in charge of audit oversight.
- Goodburn's background includes leading KPMG International's advisory business from 2011 to 2021 and serving as Vice Chairman of KPMG LLP and Global Head of its Technology, Media and Telecommunications practice.
- Goodburn's initial RSU award is valued at approximately $1,000,000, expected to be granted around December 10, 2025, with one-third vesting after one year and the rest vesting quarterly over the following two years.
- Goodburn will receive annual RSU awards under the Director Compensation Policy beginning at the 2026 annual meeting, and the Company will reimburse his reasonable expenses.
- The filing reports no related-party transactions under Item 404(a) and no arrangements tied to his election; it contains no financial results or guidance.
03—Questions
Frequently Asked Questions
Why is Mary Pat McCarthy leaving the Board?
She retired voluntarily for strictly personal reasons, with the retirement effective January 23, 2026. The Company did not cite any disagreement with management or the Board.
Who is replacing Mary Pat McCarthy as Audit Committee chair?
Mark Goodburn, appointed to the Board on November 18, 2025, was named chair of the Audit Committee. McCarthy stepped down from that role effective the same day.
What is Mark Goodburn's background?
He served as Chairman and Global Head of Advisory of KPMG International from 2011 to 2021, previously held Vice Chairman of KPMG LLP and Americas Head of Advisory roles, and led KPMG's Technology, Media and Telecommunications practice. He is a Certified Public Accountant and sits on the board of C.H. Robinson Worldwide.
How is Goodburn compensated for joining the Board?
He will receive an initial RSU award valued at about $1,000,000, expected around December 10, 2025, vesting one-third after one year and the remainder quarterly over two years. He will also receive annual RSU grants under the Director Compensation Policy starting with the 2026 annual meeting, and the Company will reimburse reasonable service-related expenses.
Does this filing indicate any financial or operational impact?
No. The filing covers only board composition and director compensation. It contains no financial results, guidance, or operational updates, and the disclosed compensation is modest relative to the Company's scale.
04—Continue