Maya McReynolds
F5About Maya McReynolds
Maya McReynolds, age 53, joined F5, Inc.’s Board in October 2024 and is an independent director designated an Audit Committee financial expert. She serves as Chief Financial Officer of Dell Technologies’ Client Solutions Group and previously was Dell’s Chief Accounting Officer; she holds a B.S. in Finance and Accounting from Tulane University. At F5, she is a member of the Audit Committee and has been identified by the Board for her finance and accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies Inc. | Chief Financial Officer, Client Solutions Group | 2020–present | Senior finance leadership for a global end‑to‑end technology solutions provider |
| Dell Technologies Inc. | Chief Accounting Officer | 2014–2020 | Led corporate accounting; foundation for Audit Committee “financial expert” designation |
| KPMG | Finance/Accounting roles | Not disclosed | Public accounting background supporting audit oversight |
| Minute Maid Juices | Finance roles | Not disclosed | Corporate finance experience |
External Roles
| Organization | Role | Public Company Board? | Committees |
|---|---|---|---|
| Dell Technologies Inc. | CFO, Client Solutions Group | No | Executive role; no board committee positions reported |
| — | — | None | — |
- Other current public company directorships: None .
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chair is Peter S. Klein; McReynolds is one of several independent members and is designated an Audit Committee financial expert .
- Independence: The Board determined McReynolds is independent under Nasdaq rules .
- Board leadership: Independent Board Chair (Alan J. Higginson) and separate CEO/Chair roles .
- Attendance: In FY2024, the Board met 10 times; outside directors held 2 executive sessions; each director serving during FY2024 attended at least 75% of applicable meetings. McReynolds joined in October 2024, after FY2024 ended; all directors are expected to attend Annual Meetings .
- Executive sessions: Outside directors met without management 2 times in FY2024 .
- Governance processes: Board self‑assessment led by third party (Spencer Stuart) and ongoing composition effectiveness review; McReynolds’ candidacy came via a third‑party search emphasizing financial expertise and diversity .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $60,000 | Paid quarterly |
| Board Chair additional retainer | $100,000 | Paid annually |
| Committee chair fees | Audit $20,000; Risk $20,000; Compensation $12,500; Nominating & ESG $12,500 | Paid annually |
| Committee member fees (including chairs) | Audit $20,000; Risk $20,000; Compensation $12,500; Nominating & ESG $12,500 | Paid annually |
| Meeting fees | Not disclosed | Compensation summarized via retainers and committee fees |
Director compensation FY2024: McReynolds joined on October 10, 2024 and was not included in the FY2024 director compensation table; due to timing, she was not granted FY2024 RSUs .
Performance Compensation
| Equity Instrument | Grant | Vesting | Grant Date Fair Value |
|---|---|---|---|
| RSUs (standard annual grant to non‑employee directors) | 1,309 shares (each) granted March 14, 2024 | Fully vests March 12, 2025, subject to continued service | $250,032 per director (ASC 718) |
| RSUs granted to McReynolds in FY2024 | None | N/A | N/A (joined after fiscal year) |
- Directors receive service‑based RSUs; no director performance‑based equity metrics are disclosed. F5 prohibits hedging, short sales, and pledging of Company stock by directors, with limited exceptions for non‑directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for McReynolds |
| Dell Technologies Inc. | Executive (CFO, CSG) | Potential counterparty in technology ecosystem | No related‑party transactions disclosed involving McReynolds; F5’s Audit Committee must review/approve any related person transactions |
Expertise & Qualifications
- Audit Committee financial expert designation at F5 .
- Senior finance leadership as CFO (Client Solutions Group) and prior Chief Accounting Officer at Dell .
- Education: B.S. in Finance and Accounting, Tulane University .
- Brings global technology industry finance and accounting perspective to audit oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 0 | As of January 7, 2025; less than 1% of outstanding shares |
| Ownership % of outstanding | <1% | Asterisk denotes less than 1% in proxy table |
| Stock ownership guidelines (Directors) | 5× annual cash retainer | Must be achieved within 3 years of joining the Board; counts RSUs and purchased shares |
| Pledging/hedging | Prohibited | Short sales, derivatives, hedging, and pledging generally prohibited for directors |
Governance Assessment
- Positive signals: Independent director with Audit Committee financial expert designation; independent Board Chair; majority‑independent Board (11 of 12); robust policies on hedging/pledging and clawbacks; annual director stock ownership guidelines .
- Shareholder alignment and feedback: Prior say‑on‑pay approval at 92% and ongoing shareholder engagement suggest support for governance and compensation frameworks .
- Engagement/attendance: Board and committee cadence is robust; outside director executive sessions held; McReynolds’ attendance metrics will begin to be captured post‑appointment .
- Potential watch items (not flagged as conflicts): Dual role as a sitting CFO of a large technology company could imply time‑commitment considerations; beneficial ownership was zero as of January 7, 2025 with a three‑year window to meet 5× retainer guideline; no related‑party transactions disclosed involving McReynolds .
RED FLAGS: None disclosed. No hedging/pledging; no related‑party transactions reported; independence affirmed .