Kara Sprague
F5About Kara Sprague
Executive Vice President and Chief Product Officer at F5 from 2022 until her departure on November 2, 2024; previously EVP, Application Delivery & Enterprise Product Operations (2020) and GM for the ADC business (joined F5 in 2017). She holds BS and MEng in Electrical Engineering & Computer Science and an MS in Technology & Public Policy from MIT; age 44 in 2025. In 2024, F5 delivered annual revenue of $2.816B, GAAP net income of $567M, cash from operations of $792M, and returned $500M via buybacks; 5-year TSR rose to $179.36 vs $222.15 for the S&P 500 IT index; rTSR performance for 2024 was 63.8th percentile (payout 155.1%) and LTI performance achievement was 132.8% . F5 publicly credited Sprague as “a driving force behind our successful transition to a software-led business” upon announcing her planned departure to become CEO of a private technology company (later disclosed as HackerOne) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F5 (FFIV) | GM, Application Delivery Controller (ADC) | 2017–2020 | Led core ADC product line as F5 began its software-first transition |
| F5 (FFIV) | EVP, Application Delivery & Enterprise Product Operations | 2020–2022 | Drove product operations scale-up aligned with software/SaaS mix |
| F5 (FFIV) | EVP & Chief Product Officer | 2022–Nov 2024 | Guided portfolio evolution; recognized for advancing software-led strategy |
| McKinsey & Company | Managing Partner, TMT Practice (Western Region); various leadership roles | ~2004–2017 | Led technology strategy engagements; product/market advisory |
| Oracle; Agilent; HP | Engineering staff | Early career | Engineering execution across enterprise tech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| HackerOne | Chief Executive Officer | Nov 2024–present | Transitioned from F5 to CEO role |
| Trimble | Director | 2024–present | Current public company board; age 44 in 2025 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | $525,000 |
| Target Bonus % of Salary | 90% (NEO range 90–130%) | 90% (NEO range 90–130%) | 90% (NEO range 90–130%) |
| Actual Annual Cash Bonus ($) | $400,102 | $141,750 | $354,375 (99.1% attainment capped at 75%) |
| Perquisites (“All Other Compensation”) ($) | $5,420 | $16,754 | $30,426 (401k $4,400; comms $1,200; recognition trip incl. taxes $24,826) |
Performance Compensation
Short-Term Incentive (FY 2024)
| Metric | Weight | Target | Actual | Attainment vs Target | Payout Notes |
|---|---|---|---|---|---|
| Revenue | 45% | $2,770.0M | $2,816.1M | 101.7% | Linear above 80%; cap 200% |
| Non-GAAP Operating Income | 45% | $929.0M | $945.6M | 101.8% | Linear above 80%; cap 200% |
| D&I (global female, US Black, US Hispanic/Latino(a), inclusion score) | 10% | Various (growth targets; inclusion 80%) | 75.4% aggregate | 75.4% | Straight-line with thresholds; capped |
| Total STI Attainment | — | — | — | 99.1% | NEO cash bonuses capped at 75% (CEO at 50%) for macro discipline |
Long-Term Incentive (FY 2024 awards)
| Component | Weight | Design | Targets | Actual FY2024 | Result |
|---|---|---|---|---|---|
| Revenue (GAAP) | 42.9% (2024 award) | One-year performance; 1/3 vesting each year over 3 years | Threshold $2,216.0M; Target $2,770.0M; Max $5,540.0M | $2,816.1M | 101.7% payout |
| Non-GAAP EPS | 21.4% (2024 award) | One-year performance; 1/3 vesting each year over 3 years | Threshold $11.21; Target $12.46; Max $13.71 | $13.37 | 172.8% payout |
| Relative TSR (vs S&P 500) | 35.7% (2024 award) | Annual vesting tied to 1yr/2yr/3yr rTSR (25%/25%/50%) | Threshold 25th pct=50%; Target 50th=100%; >75th=200% | 63.8th percentile, TSR 37.56% | 155.1% payout |
| Total 2024 LTI performance achievement | — | — | — | — | 132.8% |
FY 2024 Grants Detail (shares and values)
| Grant Type | Shares | Grant Date Fair Value ($) |
|---|---|---|
| Service-based RSUs (46.1% of total) | 12,507 | $1,900,063 |
| Performance-based RSUs (53.9% of total) | 14,594 | $2,489,519 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 7, 2025) | 71,444 shares; <1% of outstanding |
| Unvested RSUs at 9/30/2024 | 37,739 unvested; $8,310,128 market value (at $220.20) |
| Performance-based RSUs (unearned) at 9/30/2024 | 8,292 target units; $1,825,898 market/payout value (at $220.20), subject to future performance |
| Options | None outstanding |
| Stock Ownership Guidelines | Executives: 2x base salary; CEO: 5x; 1-year post-vesting hold on RSUs from FY2022+; retain 20% of net shares until guideline met |
| Hedging/Pledging | Prohibited; no pledged/margin shares; NEOs complied in FY2024 |
| 10b5-1 Plan (insider selling) | Adopted Sept 12, 2024 to sell up to 55,840 shares; plan designed to be in effect until Feb 3, 2025 |
Employment Terms
| Provision | Terms |
|---|---|
| Change-of-Control Agreement | Double trigger; protection period 2 years; severance equals 1x (non-CEO) salary + highest target bonus; pro-rata bonus for year of termination; 12 months health premiums; up to $25k outplacement; equity vesting; no excise tax gross-ups (“better-of” cut vs full) |
| Estimated CIC Termination (as of 9/30/2024) | Severance $997,500; accelerated RSU vesting $10,136,026; benefits continuation $23,747; outplacement $25,000; total $11,182,273 |
| Departure from F5 | Ended employment Nov 2, 2024; received no severance or additional post-termination compensation |
| Clawback Policy | Compliant with Rule 10D-1/Nasdaq; recoup excess incentive pay including TSR-based awards upon restatement |
Compensation Structure Analysis
- Year-over-year: No base salary increases for NEOs in FY2024 amid macro uncertainty; annual bonuses were discretionarily capped (CEO 50%; other NEOs 75%) despite 99.1% attainment, signaling disciplined cash payout governance .
- Equity mix: Awards continue to emphasize performance-based RSUs (53.9% for non-CEO) over service RSUs, with increased rTSR weighting and transition to 3-year measurement/cliff vesting to strengthen long-term alignment .
- Metrics shift: STI metrics rebalanced to 45% revenue and 45% non-GAAP operating income (replacing EBITDA), plus 10% D&I; LTI includes revenue, non-GAAP EPS, and rTSR—indicating focus on profitable growth and shareholder returns .
- Policies: No hedging/pledging; no excise tax gross-ups; one-year post-vesting hold; robust clawback—mitigates risk-taking and strengthens pay-for-performance integrity .
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| Revenue | $2,816.1M |
| GAAP Net Income | $567M |
| Cash Flow from Operations | $792M |
| Share Repurchases | $500M |
| 5-Year TSR (value of $100) | $179.36 company; $222.15 S&P 500 IT |
| rTSR Percentile (2024) | 63.8th percentile; TSR 37.56%; TSR payout 155.1% |
F5 noted its 23rd consecutive year of revenue growth and overachievement on capital return targets in FY2024; the Compensation Committee cited 92% prior-year say-on-pay approval as continued support for its program .
Say‑on‑Pay & Shareholder Feedback
- Prior year advisory vote approval: 92% .
- Program adjustments responsive to investors: Transition rTSR awards to 3-year measurement/cliff vest; STI metric shift to non-GAAP operating income and rebalanced weights; continued one-year post-vesting hold .
Compensation Committee Analysis
- Independent consultant: Compensia; fees $270,586 in FY2024 .
- Peer group updates: Added Ciena, Dropbox, NetApp, Pure Storage; removed Citrix, CrowdStrike, Datadog, ServiceNow for comparability and transaction changes .
- Positioning: Target TDC around market median; Sprague positioned closer to 75th percentile reflecting breadth of role .
Equity Awards Outstanding (as of 9/30/2024)
| Category | Shares | Value ($) |
|---|---|---|
| Unvested RSUs | 37,739 | $8,310,128 (at $220.20) |
| Unearned Performance RSUs (target) | 8,292 | $1,825,898 (at $220.20) |
Multi‑Year Compensation Summary (Named Executive Officer)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $500,000 | $525,000 | $525,000 |
| Stock Awards ($) | $3,629,135 | $3,491,814 | $5,178,495 |
| Non‑Equity Incentive Plan ($) | $400,102 | $141,750 | $354,375 |
| All Other Compensation ($) | $5,420 | $16,754 | $30,426 |
| Total ($) | $4,534,657 | $4,175,318 | $6,088,296 |
Employment Contracts, Severance, and Change‑of‑Control Economics
| Scenario (as of 9/30/2024) | Severance | Equity Acceleration | Benefits Continuation | Outplacement | Total |
|---|---|---|---|---|---|
| Termination after Change of Control | $997,500 | $10,136,026 | $23,747 | $25,000 | $11,182,273 |
- Agreement design: Double trigger; one-year health premiums; pro‑rata bonus for year of termination; equity vesting; no tax gross‑ups; “better‑of” after-tax provision .
- Actual departure: Ended employment Nov 2, 2024; no severance or additional post‑termination compensation .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited and NEOs complied—no pledged shares or margin accounts .
- Clawback: Implemented per Rule 10D-1 (recoup excess incentive compensation including TSR) .
- Insider selling pressure: 10b5‑1 plan adopted Sept 12, 2024 for sale of up to 55,840 shares through Feb 3, 2025, suggesting potential near-term supply; note she is no longer an executive as of Nov 2, 2024 .
- Tax gross‑ups: None for CIC payments .
- Option re‑pricing: Prohibited without shareholder approval .
Investment Implications
- Alignment: Strong pay‑for‑performance design with high weight on revenue, non‑GAAP EPS, and rTSR; one‑year post‑vesting hold and ownership guidelines reinforce long‑term alignment .
- Retention/transition: Departure in Nov 2024 and no severance reduces near‑term retention cost but introduces product leadership transition risk; company launched external search and highlighted continued software-led strategy momentum .
- Trading signals: The 10b5‑1 plan for up to 55,840 shares may create supply overhang through Feb 2025; monitor Form 4 filings for actual sales and any residual unvested awards given she is no longer a company officer .
- Governance quality: 92% say‑on‑pay support, no hedging/pledging, no excise tax gross‑ups, and robust clawback suggest strong safeguards; compensation committee uses independent consultant and updates peer group for comparability .