Julie M. Gonzalez

About Julie M. Gonzalez

Julie M. Gonzalez, age 43, is an independent director of F5, Inc. (FFIV) appointed October 10, 2024, and serves on the Audit Committee as an SEC-defined audit committee financial expert. She is Senior Vice President, Business Finance at Workday, Inc. (since April 2023), previously holding senior finance roles at VMware, including SVP Corporate/Business Operations Finance & Investor Relations and VP Corporate Finance; she holds a B.S. in Electrician Engineering from Stanford University and an M.B.A. from Santa Clara University .

Past Roles

Organization	Role	Tenure	Committees/Impact
VMware	SVP, Corporate/Business Operations Finance & Investor Relations	Aug 2021 – Apr 2023	Led IR and finance operations during cloud transition
VMware	VP, Corporate Finance	Jan 2019 – Aug 2021	Corporate finance leadership
Maxim Integrated	Finance roles (prior experience)	Not disclosed	Semiconductor finance experience
AT&T	Finance roles (prior experience)	Not disclosed	Telecom finance exposure

External Roles

Organization	Role	Tenure	Committees/Impact
Workday, Inc.	SVP, Business Finance	Apr 2023 – Present	Enterprise software finance leadership
Other Public Company Boards	None	N/A	No external board interlocks disclosed

Board Governance

Independence: Board determined Gonzalez is independent under Nasdaq rules .
Committee assignments: Audit Committee member; designated audit committee financial expert alongside Peter S. Klein (Chair) and Maya McReynolds .
Audit Committee engagement: Signs Audit Committee report; committee oversees financial reporting, controls, and auditor independence .
Board attendance norms: In FY2024, all directors met 75%+ attendance standards; Julie joined after FY2024. Directors are expected to attend annual meetings .
Selection process: Appointed Oct 10, 2024 following a Spencer Stuart-led search emphasizing SaaS-scale executives and financial expertise; unanimously approved by Board .

Fixed Compensation

Component	Amount	Notes
Annual Board cash retainer	$60,000	Paid quarterly
Chair of Board retainer	$100,000	Additional annual fee
Audit Committee Chair retainer	$20,000	Not applicable to Gonzalez (member)
Audit Committee member fee	$20,000	Annual, paid to committee members
Risk Committee Chair/member	$20,000 / $20,000	For Risk Committee; Gonzalez not listed as member
Compensation Committee Chair/member	$12,500 / $12,500	Gonzalez not listed as member
Nominating & ESG Chair/member	$12,500 / $12,500	Gonzalez not listed as member

Director equity program (FY2024): Typical grant of 1,309 RSUs to non-employee directors on March 14, 2024 (grant-date fair value $250,032), vesting fully March 12, 2025 if service continues; due to appointment timing, Gonzalez did not receive an FY2024 director RSU grant .

Performance Compensation

Non-employee directors do not receive performance-based bonuses or PSU/option awards; director equity is service-vesting RSUs. Gonzalez received no FY2024 director RSUs due to joining after fiscal year-end .
Clawback policy applies to executive performance-based compensation (not director retainers/equity); company maintains a compliant SEC Rule 10D-1 clawback for executives .

No director-specific performance metrics or incentive plan targets are disclosed for non-employee directors .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict
None	N/A	No public-company directorships disclosed

Related-party transactions: Audit Committee reviews related-person transactions; no transactions involving Gonzalez are disclosed .

Expertise & Qualifications

Audit committee financial expert under Item 407 of Regulation S-K .
Senior finance leadership across enterprise SaaS and technology (Workday, VMware), with IR and corporate finance credentials .
Fit-to-need selection emphasizing SaaS scale operators and financial experts via formal Board composition review and third-party search .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Notes
Julie M. Gonzalez	0	<1%	As of Jan 7, 2025

Director stock ownership guidelines: Required to own shares equal to 5x annual cash retainer within 3 years of joining; valuation at greater of purchase price or current market value .
Hedging/pledging: Company prohibits directors from short sales, derivatives, hedging, margin accounts, or pledging (limited exceptions for non-executives); policy outlined in Insider Trading Policy .

Governance Assessment

Strengths
- Independence and designation as audit committee financial expert, bolstering oversight of reporting, controls, and auditor independence .
- Selection via robust, diversity-inclusive search; Board emphasizes skills, financial literacy, and quarterly ESG oversight through Nominating & ESG Committee .
- Strong governance practices: majority voting for directors, director ownership guidelines, prohibition on hedging/pledging, annual director elections .
Alignment/Engagement Signals
- New director with zero disclosed beneficial ownership as of record date; expected to build stake under 3-year guideline requirement .
- Audit Committee participation and report signatory reflect immediate engagement in governance oversight .
Conflicts/Red Flags
- No related-party transactions involving Gonzalez disclosed; no hedging/pledging permitted; no tax gross-ups for executives; no option repricing under equity plan without shareholder approval .
- No public board interlocks; external role at Workday noted, but no FFIV-related transactions disclosed .
Shareholder Context
- Recent say-on-pay approval cited at 92% (supportive governance environment) .

Overall: Gonzalez’s finance background and audit committee expert designation strengthen FFIV’s board effectiveness on financial oversight. Early-stage ownership alignment should be monitored for guideline progress, but governance policies (ownership requirements, hedging/pledging bans, majority voting) mitigate alignment risk .