Tami Erwin
F5About Tami Erwin
Independent director at F5, Inc. (FFIV) since October 2023; age 60. Former CEO of Verizon Business Group with deep telecom and technology operating experience; education includes Business Administration (Pacific Union College) and executive program certification from Stanford Graduate School of Business. Serves on Audit and Talent & Compensation Committees; Board biography highlights expertise in digital transformation, scaling innovation, and leading complex organizations . The Board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Business Group | Executive Vice President and Chief Executive Officer | Feb 2019 – Sep 2022 | Led large-scale digital transformation and growth initiatives |
| Verizon Wireless | Executive Vice President and Chief Operating Officer | Sep 2016 – Apr 2019 | One of top three operating executives; ran wireless and all-fiber network strategy, marketing, sales, operations |
| Verizon | SVP & Group President, Consumer & Mass Business Markets | Not disclosed | Senior leadership across consumer/business segments |
| Verizon | Chief Marketing Officer | Not disclosed | Marketing leadership for Verizon |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deere & Company | Director (public) | Since May 2020 | Current public company directorship |
| Xerox Corporation | Director (public) | Since Apr 2024 | Current public company directorship |
| York Space Systems | Director (private) | Since Feb 2023 | Private company board |
| Aptiv | Advisory Council | Since Feb 2023 | Advisory role |
| Skylo | Advisory Council | Since Mar 2024 | Advisory role |
| Digital Gravity Infrastructure Partners | Operating Partner | Since Jul 2023 | Operating partner at investment platform |
Board Governance
- Committees: Audit Committee member; Talent & Compensation Committee member. Current Audit Committee members include Erwin; chair is Peter S. Klein. Current Compensation Committee members include Erwin; chair is Elizabeth L. Buse .
- Independence: Board determined Erwin is independent under Nasdaq Listing Rules .
- Attendance: In FY2024, each director attended ≥75% of Board and applicable committee meetings; all directors attended the FY2023 annual meeting except Nikhil Mehta (implies Erwin attended) .
- Board leadership: Independent Board Chair (Alan J. Higginson); roles of Chair and CEO separated; outside directors met twice without management in FY2024 .
- Director seat limits: Corporate Governance Guidelines cap directors at three public company boards including F5; exceptions require full Board approval. Erwin currently serves on three (F5, Deere, Xerox), at the guideline cap .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Retainers (cash) | $55,109 | Pro-rated Board retainer given appointment Oct 31, 2023 |
| Committee Member Fees (cash) | $29,851 | Audit and Compensation Committee membership fees |
| Chair Fees (cash) | $0 | Not a committee chair |
| Total Cash Paid | $84,960 | Quarterly installments |
| RSU Grant (Mar 14, 2024) | $250,032 | 1,309 RSUs; vest Mar 12, 2025 if serving as director |
| RSU Grant (Nov 1, 2023) | $91,000 | 599 RSUs upon appointment; vested Mar 13, 2024 |
| Total Stock Awards (FY2024) | $341,032 | Sum of RSU grant-date fair values |
| Total Director Comp (FY2024) | $425,992 | Cash + stock award values |
Director compensation schedule (framework):
- Annual Board retainer $60,000; Audit/Risk committee member fees $20,000 each; Compensation/Nominating & ESG member fees $12,500 each; committee chair fees: Audit $20,000, Risk $20,000, Compensation $12,500, Nominating & ESG $12,500; Chair of Board receives additional $100,000; cash fees paid quarterly .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned equity for non-employee directors.
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Nov 1, 2023 | RSU | 599 | $91,000 | Fully vested Mar 13, 2024 |
| Mar 14, 2024 | RSU | 1,309 | $250,032 | Vests Mar 12, 2025 if continuing as director |
No director cash bonus, options, performance metrics, or meeting fees disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Deere & Company | Industrials | Director | No related-party transactions disclosed with F5 |
| Xerox Corporation | Technology | Director | No related-party transactions disclosed with F5 |
| York Space Systems | Aerospace | Director | No related-party transactions disclosed with F5 |
- Compensation Committee Interlocks: None; committee members (including Erwin) were not company officers; no cross-compensation committee service by F5 executives at other entities in FY2024 .
- Say-on-Pay context: Prior advisory vote approval ~92% signals broad shareholder support for compensation program; Board cites shareholder engagement processes .
Expertise & Qualifications
- Telecom/technology leadership: CEO and COO roles at Verizon entities; expertise in scaling innovation and large organizational transformations .
- Governance/financial: Audit Committee service at F5; multi-industry board exposure (Deere, Xerox) .
- Education: Business Administration (Pacific Union College); Stanford GSB executive program certification .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Jan 7, 2025) | 599 shares | Less than 1%; as reported in Security Ownership table |
| Unvested RSUs (as of Sep 30, 2024) | 1,309 | Director RSUs vest Mar 12, 2025 |
| Ownership guidelines | 5× annual cash retainer | Must reach within 3 years of joining Board; counts RSUs and acquired shares; valued at greater of acquisition price or current value |
| Hedging/pledging | Prohibited | No short sales, options, hedging, margin accounts, or pledging for directors |
Section 16 compliance: Company believes directors and officers timely filed required ownership/change reports in FY2024; one late filing involved the CEO due to administrative error (not a director), indicating no delinquency reported for Erwin .
Insider Trading Summary (Proxy-disclosed)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Proxy notes timely Section 16 compliance for directors; no delinquent filings for Erwin |
Governance Assessment
- Board effectiveness: Erwin strengthens Audit and Compensation oversight; independent, multi-committee service, and strong attendance reinforce governance quality .
- Alignment: Director pay emphasizes equity (RSUs) and lacks performance cash incentives; stock ownership guidelines (5× retainer, 3-year window) and hedging/pledging prohibitions support alignment with shareholders .
- Independence & conflicts: No related-party transactions tied to Erwin disclosed; compensation committee interlocks absent; indemnification consistent with Washington law .
- Time-commitment risk: At the guideline cap of three public boards (F5, Deere, Xerox); any additional public board seat would require Board exception—monitor for overboarding risk in future .
- Shareholder signals: Prior say-on-pay approval ~92% and ongoing shareholder engagement indicate supportive investor sentiment on compensation/governance practices; independent consultant (Compensia) engaged; fees $270,586; consultant independence evaluated and no conflicts identified .
RED FLAGS to monitor:
- Overboarding risk if Erwin adds a fourth public board (would require Board exception under F5 policy) .
- Any future related-party transactions involving companies where Erwin holds roles (none disclosed currently) .
- Director ownership guideline compliance by Oct 2026 (three-year window from Oct 2023); proxy does not disclose individual compliance status—track in future filings .