Marianne N. Budnik
F5About Marianne N. Budnik
Independent director since October 2022; age 56. Chair of the Risk Committee and member of the Nominating & ESG Committee. Currently Chief Marketing Officer at VAST Data and a director at Cerence Inc.; prior CMO roles at CrowdStrike, CyberArk, and Talon Cyber Security. Education: BS, Babson College; MBA, Boston University . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VAST Data | Chief Marketing Officer | Since Sep 2023 | Current operating role |
| Talon Cyber Security (acquired by Palo Alto Networks) | Chief Marketing Officer | Mar 2022 – Jul 2023 | Cybersecurity go-to-market leadership |
| CrowdStrike Holdings, Inc. | Chief Marketing Officer | Dec 2020 – Mar 2022 | Growth-stage public cybersecurity leader |
| CyberArk Software, Ltd. | Chief Marketing Officer | May 2017 – Dec 2020 | Privileged access security focus |
| SimpliVity; Acme Packet; CA Technologies; EMC | Leadership roles | Not disclosed | Prior leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerence Inc. | Board Member | Since Oct 2019 | Committee roles not disclosed |
Board Governance
| Committee | Role | Effective Date | FY2024 Meetings |
|---|---|---|---|
| Risk Committee | Chair | Mar 14, 2024 | Risk Committee met 4 times post-separation |
| Nominating & ESG Committee | Member | Current | Nominating & ESG met 8 times |
- Independence: Board determined Budnik is independent .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in FY2024; all directors attended the FY2023 annual meeting except Nikhil Mehta .
- Outside director sessions: Outside directors met twice in FY2024 without management .
- Governance norms: Directors generally limited to three public boards (including F5) absent a Board-approved exception .
Fixed Compensation
| Component | FY2024 Amount ($) | Detail |
|---|---|---|
| Annual Board Retainer | 60,000 | Standard non-employee director cash retainer |
| Chair Fees | 10,989 | Appointed Chair of Risk Committee effective Mar 14, 2024 |
| Committee Member Fees | 32,500 | Risk and Nominating & ESG membership |
| Total Cash Fees | 103,489 | Sum of cash components |
| Equity Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Mar 14, 2024 | 1,309 | 250,032 | Fully vests Mar 12, 2025 if serving on that date |
- Cash retainer structure: Board $60,000; Chair of Board +$100,000; Committee chairs—Audit $20,000; Risk $20,000; Compensation $12,500; Nominating & ESG $12,500. Committee membership fees—Audit $20,000; Risk $20,000; Compensation $12,500; Nominating & ESG $12,500 (paid quarterly) .
Performance Compensation
- No performance-based compensation disclosed for directors; equity grants are service-based RSUs that vest with continued Board service. No options or PSUs noted for directors in FY2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Cerence Inc. | Director | No related-party transactions involving Budnik disclosed by F5 |
- Compensation Committee interlocks: Budnik served on F5’s Compensation Committee through March 13, 2024; no insider participation or interlocks disclosed that would indicate conflicts .
Expertise & Qualifications
- Cybersecurity and marketing leadership (CMO roles at CrowdStrike, CyberArk, Talon; current CMO at VAST Data) .
- Risk oversight credentials signaled by service as Risk Committee Chair .
- Board governance exposure via membership on Nominating & ESG .
- Education: BS (Babson); MBA (Boston University) .
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Beneficially owned shares | 2,498 | Jan 7, 2025 |
| Ownership % of outstanding | <1% | Jan 7, 2025 |
| Unvested RSUs outstanding | 1,309 | Sep 30, 2024 (vest Mar 12, 2025) |
- Stock ownership guidelines: Directors must own shares equal to 5x annual cash retainer within 3 years of joining the Board; shares counted include RSUs and shares held directly/indirectly .
- Hedging/pledging: Directors prohibited from short sales, derivatives trading, hedging, margin accounts, or pledging Company stock (limited exceptions exclude directors) .
- Related-party transactions: None disclosed involving Budnik; Audit Committee reviews any such transactions under policy .
Shareholder Feedback and Voting Signals
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Marianne N. Budnik (Mar 13, 2025) | 49,598,771 | 156,423 | 29,958 | 3,677,320 |
| Advisory vote on executive compensation (Mar 13, 2025) | 45,131,291 | 4,549,896 | 103,965 | 3,677,320 |
- Prior advisory context: Company cited strong support with a 92% say-on-pay approval in the prior year .
Governance Assessment
- Board effectiveness: Budnik chairs the Risk Committee and serves on Nominating & ESG, aligning her cybersecurity and risk management expertise with board oversight responsibilities .
- Independence and engagement: Formally determined independent; Board and committee attendance met thresholds; outside director executive sessions held, supporting robust oversight .
- Alignment: Cash/equity mix for FY2024 ($103,489 cash; $250,032 RSUs) evidences equity-linked alignment with shareholders, with one-year vesting contingent on continued service .
- Conflicts: No related-party transactions involving Budnik disclosed; strict hedging/pledging prohibitions reduce misalignment risk .
- Director stock ownership: Clear ownership guidelines (5x retainer within 3 years) support alignment; individual compliance status not disclosed .
- RED FLAGS: None disclosed related to attendance shortfalls, related-party transactions, hedging/pledging, or option repricing for directors. Note Budnik’s multiple operating commitments (current CMO role) alongside Board duties; F5’s governance guidelines limit directors to three public boards, mitigating overboarding risk (Budnik serves on F5 and Cerence) .