Why is Mary Pat McCarthy retiring from the Board?

Mary Pat McCarthy is retiring from the Board for strictly personal reasons.

What is Mark Goodburn's relevant experience?

Mark Goodburn has significant experience from his tenure at KPMG International, where he served as Chairman and Global Head of Advisory from 2011 to 2021. He also held leadership roles in their consulting, deal advisory, strategic investments, and innovation divisions, with a strong focus on the technology, media, and telecommunications sectors.

How will Mark Goodburn be compensated as a new director?

Mr. Goodburn will receive an initial award of restricted stock units valued at approximately $1,000,000, which will vest over three years. He will also receive annual restricted stock unit awards beginning at the 2026 annual meeting, subject to continued service, in accordance with the company's Director Compensation Policy.

What is the significance of Mark Goodburn's appointment as Audit Committee Chair?

The appointment of Mark Goodburn as the new Chair of the Audit Committee brings in a director with extensive financial and advisory background from a major global professional services firm. This suggests a continued focus on robust financial oversight and governance for Palo Alto Networks.

PANW 8-K: Leadership Changes

Summary

Palo Alto Networks, Inc. (PANW) has filed an 8-K report detailing a significant change in its Board of Directors. Mary Pat McCarthy, a long-serving director and the Chair of the Audit Committee, has announced her retirement effective January 23, 2026. While stepping down as Audit Committee Chair immediately, she will remain on the Board and the Security Committee until her retirement. In parallel, the company has appointed Mark Goodburn to its Board of Directors, effective November 18, 2025. Mr. Goodburn brings extensive experience from his prior roles at KPMG International, including Chairman and Global Head of Advisory, and has a strong background in technology, media, telecommunications, and professional services. He has also been appointed as the new Chair of the Audit Committee and will serve as a Class I director until the 2027 annual meeting. His appointment is accompanied by a significant equity award, reflecting the company's strategy for director compensation and alignment.

Key Highlights

1Director Mary Pat McCarthy to retire from the Board on January 23, 2026.
2McCarthy steps down as Chair of the Audit Committee, effective November 18, 2025.
3Mark Goodburn appointed to the Board of Directors, effective November 18, 2025.
4Goodburn appointed as the new Chair of the Audit Committee.
5Goodburn possesses extensive experience from leadership roles at KPMG International.
6Goodburn will receive an initial restricted stock unit award valued at approximately $1,000,000, vesting over three years.
7The company issued a press release on November 19, 2025, announcing Goodburn's appointment.

Palo Alto Networks Inc 8-K Report, Executive Changes (Nov 19, 2025)

Summary

Key Highlights

Frequently Asked Questions