Alan J. Higginson
F5About Alan J. Higginson
Alan J. Higginson, age 77, is an independent director and the Chair of the Board at F5, Inc. (FFIV), serving on the Board since May 1996 and as Chair since April 2004; he also served briefly as Lead Independent Director in 2015 . He holds a B.S. in Commerce and an MBA from Santa Clara University, and brings 30+ years as a senior executive across software and technology companies with deep experience in global sales, joint ventures, and distribution . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5, Inc. | Director | Since May 1996 | Long-tenured board member providing historical and strategic continuity |
| F5, Inc. | Chair of the Board | Since April 2004 | Sets Board agenda; presides at meetings; coordinates Board communications |
| F5, Inc. | Lead Independent Director | Jul–Dec 2015 | Served during 2015 |
| Hubspan, Inc. | Chairperson | Sep 2009–Mar 2012 | Led governance for e-business infrastructure provider |
| Hubspan, Inc. | President & CEO | Aug 2001–Sep 2007 | Operated and scaled technology business |
| Atrieva | President | Prior role (dates not specified) | Advanced data backup and retrieval technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | Current | No other current public company directorships |
| Pivot3, Inc. (private) | Director | Dec 2011–Feb 2020 | Private HCI solutions company |
| adeptCloud Inc. (private) | Director | Not disclosed | Cloud collaboration services |
| Clarity Health Services (private) | Director | Not disclosed | Web-based healthcare coordination |
Board Governance
- Chair is independent; CEO and Chair roles are separated, with Higginson as independent Chair setting agendas and presiding at Board meetings .
- Committee memberships: Talent & Compensation (member) and Nominating & ESG (member) .
- Independence: Board determined Higginson is independent under Nasdaq rules .
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2024; all directors attended the FY2023 Annual Meeting except Nikhil Mehta .
- Executive sessions: Independent directors meet without management present, and outside directors met twice in FY2024 .
- Board self-assessment: Third-party-led Board effectiveness work (Spencer Stuart) continued in FY2024, focusing on composition and individual effectiveness .
- Shareholder feedback: Prior say-on-pay approval was 92% and informs compensation design changes (e.g., rTSR measurement/vesting) .
Fixed Compensation
| Component | FY2024 Amount ($) | Description |
|---|---|---|
| Annual Board retainer | 60,000 | Standard non-employee director cash retainer |
| Board Chair retainer | 100,000 | Additional annual cash retainer for Chair of the Board |
| Committee member fees | 25,000 | Compensation (Comp) $12,500 + Nominating & ESG $12,500 |
| Total cash fees | 185,000 | Sum of cash retainers and committee fees |
| RSU grant (grant-date fair value) | 250,032 | Annual director equity award |
| Total FY2024 compensation | 435,032 | Cash + equity fair value |
- Director pay structure remained unchanged for FY2024 per Compensation Committee review; no changes recommended or approved .
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSUs | Mar 14, 2024 | 1,309 | 250,032 | Fully vest Mar 12, 2025 if serving on that date |
- As of Sept 30, 2024, non-employee directors (including Higginson) held only the 1,309 RSUs from Mar 14, 2024, not yet vested .
- No options are granted to directors, and the equity plan prohibits re-pricing of underwater options without shareholder approval .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; no executive officer interlocks were identified in FY2024 |
Expertise & Qualifications
- Senior executive experience across public and private technology companies, including leading worldwide sales and managing international JVs/distribution channels .
- Deep institutional knowledge of F5’s strategy, operations, and technologies from tenure since near inception .
- Academic credentials: B.S. in Commerce; MBA (Santa Clara University) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,882 | Less than 1% of outstanding shares |
| Ownership % of outstanding | <1% | Denoted as “*” less than 1% |
| Unvested RSUs (as of 9/30/24) | 1,309 | Annual director grant not yet vested |
| Hedging/pledging | Prohibited | Directors may not hedge, short, or pledge company stock, with limited exceptions for non-directors |
| Director ownership guidelines | 5x annual cash retainer | Must reach within 3 years; valuation at greater of acquisition price or current market value |
Governance Assessment
- Positives: Independent Board Chair structure; independent status; robust committee participation (Compensation and Nominating & ESG); strong governance policies (clawback compliant with Rule 10D-1; prohibition on hedging/pledging; no option re-pricing) . Attendance met expectations (≥75%) and high say-on-pay support (92%), indicating constructive shareholder engagement .
- Alignment: Mix of cash and equity with annual RSUs and stock ownership guidelines supporting alignment; RSU grant of 1,309 shares in FY2024 and beneficial ownership of 9,882 shares .
- Conflicts: No compensation committee interlocks; related party transactions are subject to Audit Committee approval, with disclosed policies and director independence affirmations .