Nikhil Mehta

About Nikhil Mehta

Independent director of F5, Inc. (FFIV); age 47; joined the Board in January 2019. CEO of Gainsight, Inc., with prior executive roles at LiveOffice, Symantec, and VERITAS; Harvard A.B. in biochemical sciences and M.S. in computer science. Current public company directorship: Pubmatic, Inc.; prior public board: Lead Edge Growth Opportunities (SPAC). Determined independent under Nasdaq rules; not an audit committee financial expert designation .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mehta is independent under Nasdaq Listing Rules .
• Committees: Audit Committee member; Compensation (Talent & Compensation) Committee member; not on Risk or Nominating & ESG Committees; not a committee chair .
• Audit Committee engagement: Listed among signatories of the Audit Committee report .
• Compensation Committee engagement: Listed among signatories of the Compensation Committee report .
• Attendance: Board met/acted by consent 10 times in FY2024; each director attended ≥75% of Board and committee meetings. All directors attended the FY2023 Annual Meeting except Nikhil Mehta (missed), which is a minor engagement flag .
• Board leadership: Independent Chair (Alan J. Higginson); majority independent board; annual elections; majority voting standard .

Fixed Compensation (Director)

• Program structure: Non-employee directors receive cash retainers and annual RSUs; no options; director pay reviewed annually by Compensia; no changes to director pay level in FY2024 .
• Standard fees: Audit, Risk, Compensation, and Nominating & ESG committee member fees $20,000/$20,000/$12,500/$12,500; committee chair fees $20,000/$20,000/$12,500/$12,500 respectively; Board Chair receives +$100,000 .

Performance Compensation (Director)

Directors do not receive performance-based pay; equity awards are service-based RSUs with one-year cliff vesting aligned to shareholder interests .

• Hedging/pledging prohibition: Directors are prohibited from short sales, exchange-traded options, hedging, and holding stock in margin/pledge accounts (limited exceptions exclude directors) .
• Clawback: Company maintains a Dodd-Frank-compliant clawback policy for executives (restatement-driven recovery); directors are governed by insider policy and ownership guidelines rather than incentive clawbacks .

Other Directorships & Interlocks

• Compensation Committee interlocks: None disclosed; Mehta and other CC members were not officers/employees; no reciprocal interlocks with other issuers’ committees .

Expertise & Qualifications

• SaaS/operator expertise as CEO of Gainsight; prior senior roles in cybersecurity/storage (Symantec, VERITAS) .
• Education: Harvard A.B. biochemical science; Harvard M.S. computer science .
• Board skill relevance: SaaS/customer success, software monetization, enterprise go-to-market; complements FFIV’s software/SaaS transition .

Equity Ownership

• Director stock ownership guideline: Must own 5x annual cash retainer; attainment required within 3 years; valued at greater of purchase price or current market value .
• Hedging/pledging: Prohibited (see above) .
• Section 16(a) compliance: Company believes officers/directors timely filed required reports in FY2024, with one late filing noted for CEO due to administrative error (no issue noted for Mehta) .

Governance Assessment

• Committee effectiveness: Dual placement on Audit and Compensation places Mehta at the core of financial oversight and pay governance; independence affirmed; no interlocks or related-party transactions disclosed .
• Ownership alignment: Material annual RSU grant with one-year hold requirement post-vesting in executive program and director ownership guidelines support alignment; directors’ guidelines at 5x retainer are stringent for alignment, though individual compliance status is not disclosed publicly .
• Attendance/engagement: Met ≥75% attendance across Board/committees; missed FY2023 Annual Meeting (virtual), a minor engagement flag to monitor .
• Pay structure quality: No director options; no meeting fees beyond standardized committee member/chair fees; equity is time-based and sized consistently across directors; external consultant review; majority-independent board with independent chair .
• Shareholder signals: Prior say-on-pay approval at ~92%, indicating general investor support for compensation governance; ongoing shareholder engagement cited by the company .

RED FLAGS

• Missed attendance at FY2023 Annual Meeting (while overall Board/committee attendance ≥75%) .
• Time commitments: CEO of Gainsight plus FFIV and Pubmatic boards—currently within FFIV’s guideline (≤3 public boards) but warrants periodic review for capacity; Board explicitly evaluates outside board service/time commitments in nominations .

Monitoring Items

• Any future related-party transactions involving Gainsight or Pubmatic (Audit Committee pre-approval required) .
• Continued attendance at Annual Meetings and committee meetings .
• Ownership guideline compliance status (not disclosed by director), especially given guidelines require 5x retainer .

Say-on-Pay & Shareholder Feedback (context for Compensation Committee oversight)

• FY2024 say-on-pay approval ~92% (advisory); Committee noted shareholder feedback and adjusted executive LTI design (rTSR to 3-year cliff, EPS metric) .

Compensation Committee Analysis (context)

• Membership includes Mehta (independent); retained independent consultant Compensia; consultant fees $270,586 in FY2024; no conflicts of interest determined .
• No excise tax gross-ups; double-trigger change-of-control agreements for executives; hedging/pledging prohibited; clawback policy in place .

Related Party Transactions

• Policy mandates Audit Committee review/approval; annual questionnaires; quarterly review; no director-specific related-party transactions disclosed in the proxy .

Risk Indicators & Red Flags (Company policies applicable to directors)

• Hedging/pledging prohibited .
• No option repricing without shareholder approval .
• Clawback for executive performance pay on restatement .
• Section 16(a): No delinquency disclosed for Mehta .

Compensation Peer Group (Committee benchmarking context)

• FY2024 peer set used for compensation benchmarking (executive focus) included Akamai, Arista, Autodesk, Cadence, Check Point, Ciena (added), Dropbox (added), Fortinet, Juniper, Gen Digital, NetApp (added), Nutanix, Palo Alto Networks, Pure Storage (added), Splunk, Synopsys, Teradata, VeriSign, VMware, Workday; Compensia independence affirmed .

Summary Implications

• Governance profile is solid: independent status, dual committee service, no interlocks/related-party exposure disclosed, and ownership alignment through RSUs and guidelines. The single missed Annual Meeting in FY2023 is a minor engagement concern but does not indicate systemic attendance issues. Overall, signals support investor confidence; continue monitoring time commitments and any potential transactions involving Gainsight/Pubmatic through FFIV’s related-party oversight framework .