ProxyMiner / Company

Palo Alto Networks IncPANW

Latest proxy: 2025 · view on SEC ↗ · CIK 0001327567

CEO total pay

$99,736,336

Nikesh Arora · 2025

Say on pay

Not disclosed

Latest disclosed shareholder vote

CEO pay ratio

CD&A

Not in CD&A

Median employee: $225,828

Compensation committee

CD&A

Compensation and People Committee

Per the latest proxy

Filings indexed: 2 · 2025 · 2024

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Nikesh Arora2025 compensation
Chief Executive Officer
$99,736,336 72%
96% at-risk
$1,000,000$94,857,838$1,200,000$2,678,498
Dipak Golechha2025 compensation
Chief Financial Officer
$25,527,681 75%
98% at-risk
$600,000$24,205,961$720,000$1,720
William “BJ” Jenkins2025 compensation
President
$26,959,402 50%
97% at-risk
$750,000$25,291,747$900,000$17,655
Lee Klarich2025 compensation
Chief Product and Technology Officer
$25,971,237 28%
97% at-risk
$550,000$24,654,517$660,000$106,720
Nir Zuk2025 compensation
Founder Emeritus and Former Chief Technology Officer
$15,707,598 28%
96% at-risk
$408,026$14,852,714$203,014$243,844

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

This Compensation Discussion and Analysis (“CD&A”) describes in detail our executive compensation programs and the resulting pay decisions for our named executive officers (“NEOs”). Our Compensation and People Committee believes that the fiscal 2025 compensation of our NEOs is commensurate with our size and performance, the significant scope of their roles and responsibilities, and their strong leadership in a manner consistent with our corporate values of disruption, collaboration, execution, inclusion, and integrity. Named Executive Officers Nikesh AroraChief ExecutiveOfficer, Chair ofthe BoardDipak GolechhaExecutive VicePresident, ChiefFinancial OfficerWilliam “BJ” JenkinsPresidentLee KlarichExecutive VicePresident, Chief Product andTechnology OfficerNir ZukFounder Emeritus, Former Executive Vice President, Chief TechnologyOfficer CD&A HIGHLIGHTS•Our fiscal 2025 executive compensation programs align with recognized best practices •For fiscal 2025, our NEOs led us to delivering impressive financial results for our shareholders with record totals in total revenue of $9.22 billion, NGS ARR of $5.58 billion, RPO of $15.8 billion, and Non-GAAP EPS of $3.34•We continued our discipline

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    prohibited

    Our insider trading policy prohibits our executive officers and members of our board of directors from engaging in derivative securities transactions, including hedging or other transactions that offset, or are designed

  • pledging

    Hedging and Pledging Policies

    Hedging and Pledging Policies

  • clawback

    present

    clawback policy or applicable laws.

  • stock ownership guidelines

    present

    Stock Ownership Guidelines

  • change in control

    Merger or Change in Control

    Merger or Change in Control

  • compensation consultant

    independent

    Independent Compensation Consultant

  • compensation committee

    Compensation and People Committee

    Report of the Compensation and People Committee

Performance markers

Metric facts

  • revenue

    $9.22 billion

    OfficerNir ZukFounder Emeritus, Former Executive Vice President, Chief TechnologyOfficer CD&A HIGHLIGHTS•Our fiscal 2025 executive compensation programs align with recognized best practices •For fiscal 2025, our NEOs led

  • annual incentive payout

    150%

    The total potential payouts under the cash incentive plan to all participants were capped at 150% of the target annual amounts for the entire year, before application of the Corporate Responsibility modifier.

  • time equity mix

    (2)The weighted average exercise price does not take into account outstanding restricted stock, PSUs or time-based RSUs, which have no exercise price.

  • say on pay

    CEOFiscal 2024 results vs. plan and consensus on key financial measuresOne-, two-, and three-year TSR performative relative to peers and S&P 500Company performance against fiscal 2024 strategic objectivesAs determined by

  • ceo pay ratio

    provides to other Israel-based employees), $38,450 for accrued vacation required to be paid out to Mr. Zuk in connection with his permanent relocation from Israel to the United States during fiscal 2025, and a fee of $10

  • median employee compensation

    $225,828

    and a fee of $105,000 for a regulatory filing related to the acquisition and ownership of our common stock. CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the ann

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