Michel Combes
F5About Michel Combes
Michel Combes, age 62, is an independent director of F5, Inc. (FFIV) who rejoined the Board in September 2023 after a prior term from July 2018 to March 2021; he serves on the Talent and Compensation Committee (Compensation Committee) and brings deep telecom and technology operating experience, including CEO roles at Sprint and SoftBank . He holds a Master of Science from École Polytechnique and a doctorate from Paris Dauphine University . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| F5, Inc. | Director | Sep 2023–Present; Jul 2018–Mar 2021 | Independent; Compensation Committee member |
| Forgelight LLC | Partner | 2024–Present | Private investment/operating role |
| Claure Group | Executive Vice President | Oct 2022–May 2024 | Global entrepreneurial/investment firm |
| SoftBank | President & CEO | Jun 2020–Jun 2022 | Multinational investment holding company |
| Sprint | President & CEO | Jan 2018–Apr 2020 | U.S. telecom operator |
| Altice N.V. | CEO & Director | Not disclosed | Prior CEO/director |
| Alcatel‑Lucent | CEO | Not disclosed | Prior CEO |
| Vodafone Europe | CEO | Not disclosed | Prior CEO |
| TDF Group | Chairperson & CEO | Not disclosed | Prior chair/CEO |
| France Telecom | CFO & SEVP | Not disclosed | Senior finance/executive role |
| MC Advisory LLC | Chairman & CEO | Not disclosed | Advisory firm leadership |
| MC Conseil | Chairman & CEO | Not disclosed | Advisory firm leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philip Morris International Inc. | Director | Since Dec 2020 | Public company board; committee roles not disclosed |
| Etisalat | Director | Since Mar 2021 | Global telecom; committee roles not disclosed |
| McLaren Group Ltd | Advisory Committee | Since 2017 | Advisory role |
| Assystem | Director | Jun 2003–Dec 2023 | Subsequently Non‑voting Board Observer since 2023 |
| Connect Parent Corporation | Chairman | Not disclosed | Private board |
| Swile SAS | Director | Not disclosed | Private board |
| ContentSquare | Director | Not disclosed | Private board |
| E‑Space | Director | Not disclosed | Private board |
| OneWeb Holdings Limited | Former Director | Not disclosed | Prior role |
Board Governance
- Committee assignments: Member, Talent and Compensation Committee; current Compensation Committee members are Combes, Higginson, Mehta, Buse (chair), and Erwin .
- Independence: The Board determined Combes is independent under Nasdaq rules .
- Attendance and engagement: In FY2024, the Board met/acted 10 times; outside directors met twice without management; each director attended ≥75% of Board and applicable committee meetings; all directors attended the FY2023 Annual Meeting of Shareholders except Nikhil Mehta (implies Combes attended) .
- Board structure: Independent Board Chair; total directors 12; 11 of 12 nominees independent; declassified board; majority voting standard .
- Risk and audit oversight: Audit Committee and separate Risk Committee established; Compensation Committee oversees compensation risk; committees report to full Board .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board Retainer | 60,000 | Standard non‑employee director cash retainer |
| Compensation Committee Member Fee | 12,500 | Annual member fee (Compensation Committee) |
| Chair Fees (Board/Committee) | 0 | Not a chair; Board Chair receives $100,000; committee chair fees $12,500–$20,000, but not applicable to Combes |
| Total Cash Fees | 72,500 | FY2024 fees earned/paid in cash for Combes |
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Nov 1, 2023 | RSUs (onboarding) | 741 | 112,573 | Fully vested Mar 13, 2024 |
| Mar 14, 2024 | RSUs (annual grant) | 1,309 | 250,032 | Fully vests Mar 12, 2025, service‑based |
- FY2024 total stock awards for Combes: $362,605 (sum of onboarding and annual RSU grants computed under ASC 718) .
- Director equity awards are time‑based RSUs; no performance metrics disclosed for director equity (vesting contingent on continued service) .
Other Directorships & Interlocks
| Company | Role | Status | Note |
|---|---|---|---|
| Philip Morris International Inc. | Director | Current | U.S.‑listed public company |
| Etisalat | Director | Current | Global telecom company |
- Compensation Committee interlocks: FY2024 Compensation Committee included Combes; none of these directors were officers/employees of F5, and no interlocks with other companies’ boards/comp committees involving F5 executives were reported .
Expertise & Qualifications
- Telecom and technology operator with CEO experience at Sprint and SoftBank; prior CEO roles at Altice N.V., Alcatel‑Lucent, Vodafone Europe; CFO/SEVP at France Telecom .
- Provides European telecommunications industry insight and best practices; Board cites his telecom/technology expertise and CEO background as core qualifications .
- Education: Master of Science (École Polytechnique, engineering focus) and doctorate (Paris Dauphine University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Michel Combes | 3,562 | <1% | Jan 7, 2025 |
| RSUs Outstanding (Unvested) | Vest Date | Source |
|---|---|---|
| 1,309 | Mar 12, 2025 | FY2024 non‑employee director grant (service‑based) |
- Director stock ownership guidelines: Directors must hold shares equal in value to 5x annual cash retainer within 3 years of joining the Board; shares counted include purchased, RSU grants, option exercises, and certain beneficial holdings .
- Hedging/pledging: Company prohibits directors from short sales, derivatives, and (except limited exceptions) pledging/margin accounts for Company stock .
Governance Assessment
-
Positives
- Independent director with strong operating credentials; Compensation Committee member; Board leadership remains independent .
- Robust attendance (≥75% threshold met); outside director executive sessions conducted; annual majority voting standard enhances accountability .
- Director pay mix emphasizes equity via RSUs; annual grant plus onboarding RSUs align incentives with shareholder value; standard service‑based vesting avoids pay for non‑performance .
- Ownership alignment policies (5x retainer within 3 years) and anti‑hedging/pledging rules support long‑term orientation .
- Compensation Committee used independent consultant (Compensia); all committee members independent; consultant fees disclosed ($270,586), indicating process rigor .
-
Potential Red Flags / Watch Items
- Board service load: Company guidelines generally cap directors at three public company boards; Combes sits on FFIV, PMI, and Etisalat—at the cap—implying potential time‑commitment risk if additional obligations arise (exceptions require full Board approval) .
- Sector overlap: Concurrent Etisalat telecom directorship could create perceived conflicts if FFIV engages materially with the telecom sector; no related‑person transactions are disclosed in the proxy, but ongoing monitoring is prudent .
- Director compensation structure lacks performance metrics (time‑based RSUs), which may reduce direct pay‑for‑performance linkage for directors; however, standard practice emphasizes independence and oversight over performance‑based pay .