Chad Whalen
F5About Chad Whalen
Chad Whalen is Chief Revenue Officer (formerly EVP, Worldwide Sales) at F5 (FFIV), a named executive officer under the company’s compensation program and participant in FFIV’s pay-for-performance structure built around revenue growth, EPS, and relative TSR against the S&P 500 . FFIV reported FY 2024 revenue of $2,816.1 million and GAAP net income of $567.8 million; the pay-versus-performance table shows FFIV TSR value of $179.36 for a fixed $100 investment by FY 2024, evidencing multi-year shareholder return alignment during his tenure as an NEO . Annual cash incentives for Whalen were tied 45% to revenue, 45% to operating income, and 10% to D&I, with actual payouts capped in FY 2024 at 75% of target and in FY 2023 at 30% of target, reinforcing profitability and risk controls in a tougher macro backdrop .
Past Roles
No detailed prior-role biography for Chad Whalen was disclosed in the 2024 or 2025 proxy statements beyond his current NEO role titles. Skip.
External Roles
No external directorships or roles for Chad Whalen were disclosed in the 2024 or 2025 proxy statements. Skip.
Fixed Compensation
Multi-year Compensation (Summary Compensation Table)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $480,000 | $499,000 | $499,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) (Grant-date fair value) | $6,064,942 | $3,404,161 | $4,926,153 |
| Non-Equity Incentive Plan Compensation ($) | $426,776 | $149,700 | $374,250 |
| All Other Compensation ($) | $5,420 | $42,078 | $16,187 |
| Total ($) | $6,977,138 | $4,094,939 | $5,815,590 |
Base Salary Levels
| Period | Base Salary ($) | Change |
|---|---|---|
| FY 2023 | $499,000 | +4.0% vs FY 2022 |
| FY 2024 | $499,000 | 0% vs FY 2023 |
Annual Cash Incentive Target and Actual (FY 2023–2024)
| Year | Base Salary ($) | Target Bonus (% of Salary) | Attainment (% of Target) | Committee Cap | Actual Bonus ($) |
|---|---|---|---|---|---|
| 2023 | $499,000 | 100% | 85.6% | 30% | $149,700 |
| 2024 | $499,000 | 100% | 99.1% | 75% | $374,250 |
Performance Compensation
Annual Cash Incentive Design (FY 2024)
| Metric | Weighting | Target Definition | Actual vs Target | Payout Rule | Payout Result |
|---|---|---|---|---|---|
| Revenue | 45% | Company FY revenue target | Attainment 99.1% | Linear above 80% to 200% cap | Capped at 75% for Whalen |
| Operating Income (non-GAAP) | 45% | Company FY operating income target | Attainment 99.1% | Linear above 80% to 200% cap | Capped at 75% for Whalen |
| Diversity & Inclusion (D&I) | 10% | Growth over baseline; inclusion goal threshold 70% | Not individually disclosed | Straight-line to 200% cap; inclusion paid linear above target | Included in capped outcome |
Annual Cash Incentive Design (FY 2023)
| Metric | Weighting | Target Definition | Actual vs Target | Payout Rule | Payout Result |
|---|---|---|---|---|---|
| Revenue | Not numerically disclosed; part of plan | Company FY revenue target | Attainment 85.6% | Committee capped payouts | Capped at 30% for Whalen |
| EBITDA | Not numerically disclosed; part of plan | Company FY EBITDA target | Attainment 85.6% | Committee capped payouts | Capped at 30% for Whalen |
| D&I | Not numerically disclosed; part of plan | Quantitative D&I metrics | Attainment 85.6% | Committee capped payouts | Capped at 30% for Whalen |
Long-Term Equity Incentives (Structure and Vesting)
| Component | FY 2024 Design | Weighting / Mix | Measurement / Vesting | Notes |
|---|---|---|---|---|
| Service-based RSUs | Vests in equal quarterly increments over 3 years | ~46.1% of Whalen’s FY 2024 annual award | Through Nov 1, 2026 | Grant-date 11/1/2023 |
| Performance-based RSUs (Revenue, EPS) | One-year performance measurement; then two annual cliff vesting periods (1/3 each) | Revenue more heavily weighted than EPS | Annual vesting over 3 years based on Year 1 results | Grant-date 11/1/2023; closing price $151.92 |
| Performance-based RSUs (rTSR vs S&P 500) | rTSR measured over 1, 2, and 3 years | Year1: 25%, Year2: 25%, Year3: 50% of rTSR goal | Vests annually per rTSR tranche | Transitioning to 3-year cliff vest by FY 2027 |
FY 2024 Grants of Plan-Based Awards (Share Counts)
| Grant | Grant Date | Service RSUs (#) | Performance RSUs – Target (#) | Performance RSUs – Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual award (Service) | 11/1/2023 | 11,191 | — | — | $1,700,137 |
| 2022 Performance Award (treated as grant in 2024) | 10/31/2023 | — | 6,593 | 13,185 | $999,357; price $151.59 |
| 2024 Performance Award | 11/1/2023 | — | 13,053 | 26,106 | $2,226,659; price $151.92 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Chad Whalen | 37,064 (incl. 7,690 RSUs issuable within 60 days) | <1% |
Outstanding Equity Awards (as of Sept 30, 2024)
| Category | Units (#) | Market Value ($) |
|---|---|---|
| Service-based and performance-based RSUs not yet vested | 38,922 | $8,570,624 (at $220.20) |
| Performance-based RSUs (unearned at target) | 7,302 | $1,607,900 (at $220.20) |
Breakdown (service-based tranches): 640 RSUs vest quarterly through Nov 1, 2024; 2,428 RSUs vest annually through Feb 1, 2025; 4,757 RSUs vest quarterly through Nov 1, 2025; 8,394 RSUs vest quarterly through Nov 1, 2026 . Breakdown (performance-based achieved in FY 2024): 2,803 + 2,661 RSUs from FY 2022 awards; 4,906 from FY 2023; 12,333 from FY 2024; plus rTSR targets scheduled in footnotes for FY 2025–2026 .
Ownership Policies and Alignment
- Stock ownership guideline: 2x base salary for executive officers; 3-year compliance window; one-year post-vesting hold on net shares for awards granted FY 2022+; retain at least 20% of net shares until guideline met .
- Hedging and pledging prohibited; NEOs complied and have no securities pledged or in margin accounts .
Employment Terms
Change-of-Control (CoC) Agreement and Severance
- Double-trigger CoC agreements: protection period of 2 years post-CoC; severance upon termination within 2 years (death/disability/for-cause resignation excluded). Severance equals 1x (Whalen) of salary at highest rate in prior 12 months plus highest annual target bonus in prior 12 months; pro-rata annual bonus; 12 months health premium; up to $25,000 outplacement; vesting of equity awards; no excise tax gross-up (cut-down or best-net alternative) .
- CoC definition includes 30% beneficial ownership threshold, board majority change, merger/reorg exceptions, sale of substantially all assets, liquidation/dissolution; RSU agreements accelerate vesting upon certain CoC events; no outstanding options as of Sept 30, 2024 .
Estimated CoC Termination Benefits (as of Sept 30, 2024)
| Component | Amount ($) |
|---|---|
| Severance amount | 998,000 |
| Accelerated vesting of RSUs | 10,178,524 (at $220.20) |
| Benefit coverage continuation | 34,778 |
| Outplacement services | 25,000 |
| Total | 11,236,302 |
Other Terms
- Clawback policy compliant with Exchange Act Rule 10D-1 and Nasdaq listing standards; applies to cash and equity tied to financial measures including TSR .
Company Performance Context (for Pay-for-Performance linkage)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($ Millions) | 2,603.4 | 2,695.8 | 2,813.2 | 2,816.1 |
| GAAP Net Income ($ Millions) | 331.2 | 322.2 | 394.9 | 566.8 |
| TSR value of $100 investment ($) | 161.91 | 117.89 | 131.25 | 179.36 |
| Peer Group TSR ($) | 128.90 | 103.12 | 145.50 | 222.15 |
Compensation Structure Analysis
- Increased emphasis on profitability and risk control: cash incentive caps tightened in FY 2023 (30% of target for NEOs; 0% for CEO) and set at 75% in FY 2024 for NEOs (50% for CEO), reflecting macro uncertainty and margin discipline .
- Long-term incentives shifted to include EPS (replacing software revenue growth) and adopted rTSR measured vs S&P 500; revenue remains most heavily weighted metric among performance RSUs, aligning pay with top-line and shareholder returns .
- rTSR vesting transitioning to longer horizon (targeting 3-year cliff by FY 2027), enhancing long-term alignment and discouraging short-term risk taking .
- Target market positioning: Whalen’s total direct compensation aligned to ~50th percentile of peer group; FY 2024 base salaries held flat vs FY 2023 due to macro environment .
Compensation Peer Group (Benchmarking)
- FY 2023 peer group (Mercer): Akamai, Arista, Autodesk, Cadence, Check Point, Citrix, CrowdStrike, Datadog, Fortinet, Juniper, Gen Digital, Nutanix, Palo Alto Networks, ServiceNow, Splunk, Synopsys, Teradata, VeriSign, VMware, Workday .
- FY 2024 peer changes (Compensia): Added Ciena, Dropbox, NetApp, Pure Storage; removed Citrix, CrowdStrike, Datadog, ServiceNow, adjusting for M&A and comparability .
- Company positioning vs peers during FY 2024 analysis: 27th percentile revenue, 22nd percentile market cap, 20th percentile market cap-to-revenue .
Say-on-Pay & Shareholder Feedback
- Company emphasizes pay-for-performance, threshold metrics, stock ownership guidelines, clawback policy, and prohibition on hedging/pledging; annual advisory vote conducted, with Compensation Committee noting vote reflects overall support for program (no specific percentage disclosed) .
Equity Ownership, Hedging, and Pledging Policies
- Executives must hold net shares for at least one year post-vesting for awards granted FY 2022+; until guidelines are met, retain at least 20% of net shares; hedging/short sales/derivatives prohibited; pledging/margin accounts prohibited except limited exceptions not applicable to NEOs; compliance affirmed for FY 2024 and FY 2023 .
Employment Terms – Additional Notes
- Whalen’s employment is at-will; written severance contract with specific non-compete terms is disclosed only for CEO, not for Whalen; separation agreements may be used for transitions with customary releases and consulting provisions per company practice .
Investment Implications
- Alignment: Strong linkage of Whalen’s incentive pay to revenue, profitability (EPS/operating income), and rTSR, with increasing multi-year rTSR emphasis likely to tie payouts to durable performance—reducing short-termism risk .
- Retention pressure: Significant unvested RSU balance (38,922 units, with additional rTSR targets) and multi-year vesting through Nov 2026 indicate continuing retention hooks; CoC acceleration and 1x cash severance provide downside protection but are not excessive vs peers .
- Trading signals: Quarterly service-based vesting and annual performance-based vesting events can drive periodic Form 4 activity for tax withholding and net-share retention; hedging/pledging prohibitions reduce misalignment risk—monitor vest dates (Nov 1 annually; quarterly tranches) for potential insider selling pressure .
- Pay discipline: Cash incentive caps in FY 2023–2024 and peer benchmarking at ~50th percentile suggest shareholder-friendly posture in macro uncertainty; continued revenue growth (23rd consecutive year) and elevated FY 2024 net income improve likelihood of performance vesting in revenue/EPS components .