Michael L. Dreyer
F5About Michael L. Dreyer
Independent director at F5, Inc. since October 2012; age 61. Background spans senior technology and financial services roles, including CIO at Visa, COO at Silicon Valley Bank and Monitise; BS and MBA from Washington State University. Currently serves on the Board of Coherent Corp. (formerly II-VI; acquired Finisar) . Determined independent under Nasdaq Listing Rules .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Silicon Valley Bank | Chief Operations Officer | Nov 2015 – Apr 2019 | High‑tech commercial bank operations leadership |
| Monitise | Chief Operating Officer | Aug 2014 – Sep 2015 | Mobile banking technology leadership |
| Visa, Inc. | Chief Information Officer | Feb 2005 – Apr 2014 | Global payments technology; CIO leadership |
| Inovant (part of Visa International) | Chief Information Officer | Not disclosed | Technology operations leadership |
| Various prior roles | Leadership positions | Not disclosed | VISA USA; American Express; Prime Financial; FDIC; Downey Savings; Bank of America; Fairmont Hotel Management Company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent Corp. | Director | Since Sep 2019 | Public company directorship; prior with Finisar Dec 2015 – Sep 2019 |
| Deep Labs, Inc. | Director (former) | Oct 2018 – Aug 2022 | AI-based identity verification; private company |
Board Governance
- Committees and roles at F5:
- Audit Committee: Member; current; committee oversees financial reporting, internal controls, and auditor independence. Dreyer is signatory to the FY2024 Audit Committee Report recommending inclusion of audited financials and selection of PwC for FY2025 .
- Risk Committee: Member; current; oversees enterprise risk management including strategic, regulatory, cybersecurity and operational risks .
- Nominating & ESG Committee: Chair; current; oversees board composition, governance, and environmental/social policies; committee charter expanded in FY2022 to include ESG oversight .
- Independence: Board determined Dreyer is independent under Nasdaq rules .
- Attendance: In FY2024, Board met/acted 10 times; outside directors met twice; each director attended ≥75% of Board and applicable committee meetings. All directors attended the FY2023 Annual Meeting except Nikhil Mehta, indicating Dreyer’s attendance .
- Board leadership: Independent Chair (Alan Higginson); if Chair not independent, Board would designate a lead independent director .
Fixed Compensation (Director Cash Fees – FY2024)
| Component | Amount ($) | Detail | Period |
|---|---|---|---|
| Annual retainer | 60,000 | Non‑employee director cash retainer | |
| Board/Committee chair fees | 12,500 | Chair of Nominating & ESG Committee | |
| Member committee fees | 43,489 | Membership across committees (Audit, Risk, etc.) | |
| Total cash | 115,989 | Fees earned or paid in cash |
Notes: Per director fee schedule, committee chairs receive annual payments of $20,000 (Audit), $20,000 (Risk), $12,500 (Compensation), $12,500 (Nominating & ESG). Members of Audit, Risk, Compensation, and Nominating & ESG receive annual payments of $20,000, $20,000, $12,500, and $12,500, respectively .
Performance Compensation (Director Equity – FY2024)
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value ($) | Vesting | Conditions |
|---|---|---|---|---|---|
| RSU | Mar 14, 2024 | 1,309 | 250,032 | Fully vest Mar 12, 2025 | Service‑based; continues serving as director |
Notes: As of Sep 30, 2024, the 1,309 RSUs were the only RSUs held by each non‑employee director and were not yet vested. Company prohibits option repricing absent shareholder approval .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Coherent Corp. | Director | Since Sep 2019 (Finisar Director Dec 2015–Sep 2019) | No specific related‑party transactions with F5 disclosed in the proxy; Audit Committee screens any related‑person transactions per policy |
Expertise & Qualifications
- Extensive information technology and data management expertise; insights into data center operations, data traffic management, data security, and networking technology trends .
- Senior executive background in the financial industry strengthens risk, compliance, and operational oversight .
- Not designated an “audit committee financial expert”; current experts are Peter S. Klein, Julie M. Gonzalez, and Maya McReynolds .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Jan 7, 2025) | 4,867 shares | Less than 1% of outstanding shares |
| Unvested RSUs (as of Sep 30, 2024) | 1,309 units | Annual director RSU grant, vesting in Mar 2025 |
| Director stock ownership guideline | 5× annual cash retainer | Required within 3 years of joining Board; value at greater of purchase price or current market |
| Hedging/pledging | Prohibited | Policy bans hedging, short sales, publicly traded options; pledging/margin accounts generally prohibited for directors |
| Clawback policy | Adopted | Compliant with Rule 10D‑1; applies to executives for restatements; governance oversight context |
Governance Assessment
- Strengths:
- Independent status; long tenure; multi‑committee engagement (Audit, Risk) and chairing Nominating & ESG indicates high governance involvement and oversight across financial reporting, enterprise risk, and board composition/ESG .
- Attendance at/above governance expectations; Annual Meeting attendance precedent supports engagement .
- Director pay structure is balanced with cash retainer plus equity; annual RSU grants align director incentives with shareholder outcomes; no changes to director compensation levels in FY2024, indicating stability and restraint .
- Robust policies: prohibition on hedging/pledging; option repricing prohibited; clawback policy adopted; strong related‑person transaction review by Audit Committee .
- Watch items:
- RSU awards are service‑based (time‑vested) rather than performance‑conditioned; alignment relies on stock price and tenure, not explicit performance metrics (typical for directors) .
- External board at Coherent Corp.; while no related‑party transactions are disclosed, ongoing monitoring of potential interlocks or information flow remains prudent per policy .
Director Compensation Summary (FY2024)
| Component | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Michael L. Dreyer | 115,989 | 250,032 | 366,021 |
Committee Assignments Snapshot
| Committee | Role |
|---|---|
| Audit Committee | Member |
| Risk Committee | Member |
| Nominating & ESG Committee | Chair |
Say‑on‑Pay & Shareholder Feedback (Context)
- Company conducts annual advisory vote on executive compensation and engages with shareholders; Compensation Committee believes last year’s vote indicates overall approval of executive pay plan .
- Governance policies emphasize pay‑for‑performance culture for executives; no excise tax gross‑ups; no hedging or pledging; no option repricing .
Related‑Party Transactions Oversight
- Audit Committee must review/approve any related‑person transactions; annual questionnaires and quarterly reporting to ensure identification; related Audit Committee member must recuse .
- Proxy section on “Certain Relationships and Related Person Transactions” describes indemnification but does not detail any specific related‑person transactions involving directors .
Board Meeting Cadence & Executive Sessions
- FY2024: Board met/acted 10 times; outside directors met twice without management; Audit & Risk Oversight Committee met 5 times before separation; then Audit Committee met 2 times and Risk Committee 4 times; Compensation Committee met 10 times; Nominating & ESG Committee met 8 times .