Michael F. Montoya
F5About Michael F. Montoya
Michael F. Montoya, 53, is F5’s Chief Technology Operations Officer (effective October 13, 2025), after resigning from F5’s Board on October 9, 2025 where he served on the Risk Committee and the Nominating & ESG Committee since June 2021 . He holds a B.A. in Economics from the University of New Mexico and is a veteran cybersecurity executive with prior CISO and CIO roles at global infrastructure and technology leaders . Company performance context: F5 delivered FY2024 revenue of $2.816B and GAAP net income of $567M , and FY2025 revenue of $3.088B (+10% YoY) and non-GAAP EPS of $15.81 vs $13.37 in FY2024 (+18%) during the period of his transition into management . F5’s long-term incentives reference relative TSR; for FY2024, FFIV’s 1-year TSR ranked at the 63.8th percentile vs S&P 500, driving a 155.1% TSR metric payout within the PSU formula .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BlueVoyant (private) | Chief Operating Officer | Since Dec 2024 | Operated AI cyber defense platform and services; operational scale-up of cybersecurity offerings . |
| Equinix, Inc. | SVP & Chief Information Officer | Oct 2019 – Nov 2024 | Led global IT and security functions for a large-scale interconnection and data center operator . |
| Digital Realty Trust, Inc. | SVP & Chief Information Security Officer | Sep 2018 – Sep 2019 | Built enterprise security and risk programs for global data center infrastructure . |
| Microsoft Corporation | Chief Cybersecurity Officer, Asia; prior leadership roles (Security, Services, IT) | Aug 2016 – Sep 2018; 1998 – 2009 | Drove cybersecurity strategy and incident response across Asia; earlier leadership across global regions . |
| FireEye Singapore (former leadership) | Executive role | N/A | Advanced enterprise security solutions and incident response capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sygnia (private) | Director | Aug 2022 – Dec 2024 | Cyber tech and incident response consulting; former director; no current public boards . |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Director cash fees | $92,500 | Annual retainer and committee fees as a non-employee director . |
| Director stock awards (RSUs) | $250,032 | 1,309 RSUs granted 3/14/2024; fully vest 3/12/2025 if service continues to that date . |
- Executive officer compensation terms (base salary, target bonus, and initial equity grants) for Montoya’s CTOps appointment were not disclosed in the October 15, 2025 Form 8‑K; no offer letter or compensatory details were provided in that filing .
Performance Compensation
FFIV executive incentive design (context for Montoya’s new role; FY2024 program for executive officers)
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Short-term incentive (STI) metrics and outcomes: | Metric | Weight | Target | Actual | Attainment | Payout rule | |---|---:|---:|---:|---:|---| | Revenue | 45% | $2,770.0M | $2,816.1M | 101.7% | Linear 80–200%; revenue and OpInc must average ≥100% for >100% payout . | | Non-GAAP Operating Income | 45% | $929.0M | $945.6M | 101.8% | Linear 80–200%; see above . | | Diversity & Inclusion | 10% | Composite goals | 75.4% | 75.4% | Sub-metrics with threshold/linear payout (belonging, representation) . | | Total STI payout | | | | 99.1% | Committee capped NEO payouts (CEO 50%, others 75%) for FY2024 . |
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Long-term incentive (LTI) metrics, vesting, and FY2024 results: | Metric | 2024 PSU Weight | Threshold | Target | Max | FY2024 Actual | Payout | |---|---:|---:|---:|---:|---:|---:| | GAAP Revenue | 42.9% | $2.216B | $2.770B | $5.540B | $2.8161B | 101.7% . | | Non-GAAP EPS | 21.4% | $11.21 | $12.46 | $13.71 | $13.37 | 172.8% . | | Relative TSR vs S&P 500 | 35.7% | 25th pct | 50th pct | >75th pct | 63.8th pct | 155.1% . | | Total 2024 PSU achievement (weighted) | — | — | — | — | — | 132.8% . |
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LTI vesting design changes: rTSR PSUs transitioning to a 3-year measurement with 3-year cliff vesting; financial-metric PSUs (revenue, non-GAAP EPS) use a 1-year performance period with subsequent 1/3 annual cliff vesting in years 2 and 3, contingent on service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,252 FFIV shares as of Jan 7, 2025; <1% . Approx. 0.007% based on 58,015,127 shares outstanding as of the record date (4,252 / 58,015,127) . |
| Vested vs unvested (director grant) | 1,309 RSUs granted on 3/14/2024 scheduled to fully vest on 3/12/2025 (director award) . |
| Stock ownership guidelines (executives) | CEO 5x base salary; all other executive officers 2x base salary; one-year post-vesting hold on net shares for RSUs granted FY2022+; continued 20% net-share retention until guideline met . |
| Hedging/pledging | Hedging, short sales, and holding shares in margin or pledging are prohibited (limited exceptions for non-officers); policy applies to officers and directors . |
Employment Terms
- Appointment and reporting: Appointed Chief Technology Operations Officer effective October 13, 2025, reporting to the CEO; resigned from the Board October 9, 2025 (no disagreement with the Company). Board size reduced from 11 to 10 following his resignation .
- Executive agreements (company framework): F5 maintains double-trigger change-of-control agreements for NEOs, with severance equal to 2x salary+target bonus for CEO and 1x for other NEOs, plus pro-rata bonus, 12 months of health benefits, outplacement up to $25,000, and RSU acceleration (RSUs accelerate upon a change of control per grant terms) . The proxy does not disclose Montoya’s individual agreement; terms for his role have not been filed .
- Clawback: Policy compliant with Exchange Act Rule 10D-1 and Nasdaq; recovers excess incentive pay (cash and equity, including TSR-based awards) upon a restatement .
Performance & Track Record
- Strategic focus: The CTOps role is expressly chartered to “build and operate the Company with security at its core,” aligning his cybersecurity background with F5’s enterprise-wide security posture following an August 2025 incident disclosed via 8‑K .
- Company performance backdrop: FY2024 revenue of $2.816B and non-GAAP EPS of $13.37; FY2025 revenue of $3.088B (+10% YoY) and non-GAAP EPS of $15.81 (+18% YoY) .
- TSR linkage: 1-year TSR percentile of 63.8th (FY2024 measurement) supported PSU over-target payouts, reinforcing management’s alignment with shareholder returns .
Compensation Committee Analysis (program context)
- Committee and advisor: The Talent & Compensation Committee uses Compensia as its independent consultant (fees $270,586 in FY2024) and targets market median pay positioning; program emphasizes pay-for-performance with capped incentives and no option re-pricing .
- Peer group: Akamai, Arista, Autodesk, Cadence, Check Point, Ciena, Dropbox, Fortinet, Juniper, Gen Digital, NetApp, Nutanix, Palo Alto, Pure Storage, Splunk, Synopsys, Teradata, VeriSign, VMware, Workday .
- Say-on-Pay: Last year’s advisory vote received 92% approval, indicating strong investor support for compensation design .
Risk Indicators & Red Flags
- Cybersecurity incident: F5 disclosed a material incident involving exfiltration from product development and knowledge systems; independent assessments validated no supply chain modification; containment actions ongoing (filed under Item 1.05) .
- Insider trading controls: Strict prohibitions on hedging/pledging and derivatives; mandatory pre-clearance and blackout windows reduce trading-risk optics for executives .
- Clawback and no gross-ups: Clawback policy in place; no excise tax gross-ups in change-of-control agreements .
Investment Implications
- Alignment: Montoya’s elevation to CTOps immediately after the August 2025 incident and his deep CISO/CIO background increase execution credibility for strengthening enterprise and product security—a critical operating lever post-incident .
- Incentives tied to fundamentals and TSR: Executive STI and PSU designs center on revenue growth, non-GAAP profitability (EPS/OpInc), and rTSR; over-target FY2024 PSU achievement (132.8%) and 99.1% STI attainment suggest incentives are responsive to both growth and returns, though payout caps temper windfalls .
- Ownership and selling pressure: As of Jan 7, 2025, Montoya beneficially owned 4,252 shares (~0.007% of shares outstanding); the 1,309-Share 2024 director RSU vested March 2025; executive share-holding policies (net-share holds) and hedging/pledging prohibitions mitigate near-term selling pressure optics .
- Disclosure gap: Executive-specific compensation and severance terms have not been filed; investors should monitor subsequent 8‑K/Proxy updates for base salary, target bonus, and initial equity grants to assess pay-for-performance alignment in his new role .