Elizabeth L. Buse
F5About Elizabeth L. Buse
Elizabeth L. Buse (age 63) is an independent director of F5, Inc. (FFIV) since September 2020. She is a former Co‑CEO/CEO of Monitise plc and former Executive Vice President, Global Services at Visa, Inc., and currently serves on the board of U.S. Bancorp. She holds a B.A. in Spanish Linguistics from UCLA and an MBA from UC Berkeley’s Haas School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monitise plc | Co‑CEO; CEO | Jun 2014 – Oct 2015 | Led financial services technology firm through strategic transition |
| Visa, Inc. | EVP, Global Services; Group President for APAC, CEMEA, MEA | Not specified (16‑year tenure noted) | Global operating leadership; payments and technology expertise |
| eNett International | Director | Mar 2016 – Jun 2019 | B2B international payments oversight |
| Travelport Worldwide Ltd. | Director | Sep 2014 – Jun 2019 | Travel technology governance |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| U.S. Bancorp | Director | Jun 2018 | Current public company directorship |
Board Governance
- Independence: FFIV Board determined Buse is independent under Nasdaq rules .
- Committees (current): Chair, Talent & Compensation; Member, Audit; Member, Nominating & ESG .
- Attendance: In FY2024, each director attended ≥75% of Board and committee meetings; all directors attended the FY2023 annual meeting except Nikhil Mehta (no exception noted for Buse) .
- Board structure and practices: Majority independent board, majority voting, independent sessions, prohibition on hedging/pledging, and director stock ownership guidelines (5× annual cash retainer, to be met within three years) .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Retainer (policy) | $60,000 | $60,000 |
| Chair Fees (policy) | Compensation Chair $12,500; Audit/Risk Chair $20,000; Nominating & ESG Chair $12,500 | Compensation Chair $12,500; Audit Chair $20,000; Risk Chair $20,000; Nominating & ESG Chair $12,500 |
| Committee Member Fees (policy) | Audit & Risk $20,000; Compensation $12,500; Nominating & ESG $12,500 | Audit $20,000; Risk $20,000; Compensation $12,500; Nominating & ESG $12,500 |
| Cash Fees Paid (Buse) | $95,986 | $108,489 |
| Stock Awards (Buse) | $250,048 | $250,032 |
| Total Director Compensation (Buse) | $346,034 | $358,521 |
| RSU Grant Details | 1,770 RSUs (grant 3/9/2023; vest 3/13/2024) | 1,309 RSUs (grant 3/14/2024; vest 3/12/2025) |
Notes:
- Non‑employee directors receive equity grants (RSUs) annually; no options or meeting fees disclosed .
- 2024 director RSUs for all non‑employee directors were unvested as of 9/30/2024 .
Performance Compensation
- Not applicable for directors: FFIV does not disclose performance‑conditioned equity or cash incentives for non‑employee directors; annual director RSUs are service‑based with time‑vesting .
Other Directorships & Interlocks
| Person | External Board | Potential Interlock/Notes |
|---|---|---|
| Elizabeth L. Buse | U.S. Bancorp (current) | Financial services exposure; no supplier/customer conflict disclosed with FFIV |
| Historical overlap | Visa, Inc. | Buse held senior roles at Visa; FFIV director Michael L. Dreyer is former Visa CIO, implying network ties and potential information flow benefits (no related‑party transactions disclosed) |
Expertise & Qualifications
- Domain expertise: Global financial services, payments, fintech operations; technology leadership; prior CEO experience .
- Board skills: Committee leadership (Compensation), audit experience (Audit committee member), governance/ESG oversight (Nominating & ESG) .
- Education: UCLA (B.A.), UC Berkeley Haas (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Elizabeth L. Buse | 5,204 | <1% | As of Jan 7, 2025; director guideline is 5× annual cash retainer; compliance level not disclosed |
| Outstanding Shares (reference) | 58,015,127 | — | Record date for FY2024 annual meeting |
Unvested/Vested detail:
- As of 9/30/2024, the annual 1,309 RSUs for directors (including Buse) were unvested; scheduled to fully vest on March 12, 2025 subject to service .
Governance Assessment
-
Strengths
- Independent status with multi‑committee service and Compensation Committee chair role; active governance influence on pay policy and talent .
- Robust anti‑hedging/pledging policy extends to directors; supports alignment with shareholder interests .
- Transparent director pay structure; balanced cash/equity mix; standardized RSU grants; no options or tax gross‑ups disclosed for directors .
- Board practices include majority voting, independent sessions, and third‑party board self‑assessment .
-
Potential concerns / monitoring items
- External board at U.S. Bancorp creates time‑commitment considerations; FFIV’s guidelines cap total public boards at three absent Board exception (no exception noted for Buse) .
- Stock ownership guideline (5× retainer) compliance status is not explicitly disclosed per‑director; continued monitoring warranted .
- No related‑party transactions disclosed; maintain oversight through annual questionnaires and Audit Committee review .
-
Shareholder signals
- Say‑on‑pay support at ~92% approval indicates broad investor alignment with compensation governance during FY2024 .
- Compensation Committee (chaired by Buse) engaged independent consultant Compensia; FY2024 advisory fees $270,586; independence affirmed .
-
Committee effectiveness indicators (under Buse’s Compensation Committee leadership)
- FY2024 program updates: shifted STI metric from EBITDA to non‑GAAP operating income with 45% revenue/45% operating income/10% D&I weighting; transitioned rTSR performance awards toward three‑year measurement/cliff vesting; strengthened focus on profitability and long‑term TSR alignment .
RED FLAGS: None disclosed for Buse regarding related‑party transactions, hedging/pledging, attendance shortfalls, or tax gross‑ups .