Tom Fountain
F5About Tom Fountain
Tom Fountain is Executive Vice President and Chief Operating Officer of F5 (FFIV), serving as COO since September 2024; he previously served as EVP Global Services and Chief Strategy Officer and joined F5 in January 2018. He is 48 and holds an MBA, MS in Computer Science, MS in Electrical Engineering, and BS in Computer Systems Engineering, all from Stanford University . F5’s FY2024 performance underpinning executive pay-for-performance included revenue of $2.816 billion, GAAP net income of $567 million, and cash from operations of $792 million, with relative TSR performance at the 63.8th percentile vs. the S&P 500 underpinning PSU payouts . The company’s executive compensation program emphasizes revenue growth, non-GAAP operating income for STI, and non-GAAP EPS plus rTSR for LTI, with clawbacks, stock ownership/holding requirements, and a prohibition on hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| F5, Inc. | EVP & Chief Operating Officer | Sep 2024–present | Oversees global services and drives execution, productivity, and efficiency; leads digital transformation |
| F5, Inc. | EVP Global Services & Chief Strategy Officer | Jun 2020–Aug 2024 | Led global support/consulting and strategy; accelerated solution delivery |
| F5, Inc. | EVP & Chief Strategy Officer | Jan 2018–Jun 2020 | Corporate strategy leadership post-joining F5 |
| McAfee LLC | SVP Strategy & Corporate Development | Nov 2012–Jan 2018 | Strategy/M&A leadership during private/public transitions |
| Intel Corporation | VP Strategy & Operations | During McAfee integration | Operational strategy role during McAfee acquisition period |
| Juniper Networks | VP & GM, Content and Media BU | Dec 2011–Nov 2012 | Ran BU focused on content/media networking |
| Juniper Networks | VP Corporate Strategy | Feb 2009–Dec 2011 | Corporate strategy leadership |
| Mayfield Fund | Venture Capitalist | Jun 2003–Feb 2009 | Early-stage investing; strategic insight into security/networking startups |
| Ingrian Networks | Co-founder & Engineering Leader | Dec 1999–Jun 2004 | Built encryption/security appliances; engineering leadership |
External Roles
- No current external public company directorships disclosed for Tom Fountain .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $560,000 | $582,000 | $582,000 |
| Stock Awards ($) | $4,024,016 | $3,405,852 | $5,156,741 |
| Non-Equity Incentive Plan Compensation ($) | $497,905 | $174,600 | $436,500 |
| All Other Compensation ($) | $7,745 | $1,450 | $30,815 |
| Total ($) | $5,089,666 | $4,163,902 | $6,206,056 |
FY2024 base salary and bonus details:
| Item | FY 2024 |
|---|---|
| Base Salary ($) | $582,000 |
| Target Bonus (% of Salary) | 100% |
| Compensation Committee Cap | 75% of target |
| Actual Bonus Paid ($) | $436,500 |
Notes:
- No stock options granted or outstanding for NEOs in FY2024 .
- Committee positioned “other NEOs” (including Fountain) below the 50th percentile of peer total direct compensation; CEO above/below varies by role breadth .
Performance Compensation
Short-term incentive (STI) metrics and FY2024 results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Attainment (%) |
|---|---|---|---|---|---|---|
| Revenue ($M) | 45% | $2,216.0 | $2,770.0 | $5,540.0 | $2,816.1 | 101.7% |
| Non-GAAP Operating Income ($M) | 45% | $743.2 | $929.0 | $1,858.0 | $945.6 | 101.8% |
| Diversity & Inclusion (composite) | 10% | See components | See components | See components | Composite 75.4% | 75.4% |
| Total STI Attainment | — | — | — | — | — | 99.1% (capped at 75% for Fountain) |
Long-term incentive (LTI) 2024 structure and outcomes:
| Metric | Weight (2024 Performance Award) | Threshold | Target | Maximum | FY2024 Actual | Payout (%) |
|---|---|---|---|---|---|---|
| GAAP Revenue | 42.9% | $2,216B | $2,770B | $5,540B | $2,816.1B | 101.7% |
| Non-GAAP EPS | 21.4% | $11.21 | $12.46 | $13.71 | $13.37 | 172.8% |
| rTSR vs. S&P 500 | 35.7% | 25th pct (50%) | 50th pct (100%) | >75th pct (200%) | 63.8th pct | 155.1% |
| Total 2024 Performance Award Achievement | — | — | — | — | — | 132.8% |
Vesting mechanics:
- FY2024 service-based RSUs vest quarterly over 3 years; performance-based RSUs vest annually over 3 years, with revenue/EPS measured in year 1 and vesting in years 1–3; rTSR vests based on 1-year, 2-year, and 3-year rTSR, transitioning to 3-year cliff by FY2027 .
- FY2024 performance awards slightly overweight rTSR to ease transition to longer rTSR measurement .
Tom Fountain’s FY2024 equity grants:
| Grant Type | Shares (#) | Notes |
|---|---|---|
| Service-based RSUs (2024 annual) | 12,507 | Vests quarterly over 3 years |
| Performance-based RSUs (2024 annual) | 14,594 | Revenue/EPS 1-year measure with 3-year annual vest; rTSR 1/2/3-year vest weights 25%/25%/50% |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Value |
|---|---|
| Beneficially owned common shares (as of Jan 7, 2025) | 23,387; includes 3,001 RSUs issuable within 60 days; less than 1% ownership |
| Unvested RSUs (service + perf) | 37,068; market value $8,162,374 at $220.20 close on Sep 30, 2024 |
| Unearned performance RSUs (target) | 7,946; payout value $1,749,709 at $220.20 |
| Vesting composition (examples) | Service RSUs vest quarterly through Nov 1, 2024/2025/2026; performance RSUs tied to FY2022–FY2024 awards with FY2024 achievement |
Ownership policies and practices:
- Executive stock ownership guideline: 2x base salary; one-year post-vesting holding for RSUs granted FY2022+; retain 20% of net shares until guideline met .
- Hedging/pledging prohibited; NEOs had no pledged or margin-held Company securities in FY2024 .
- Clawback policy compliant with Exchange Act Rule 10D-1; recovers excess incentive comp upon restatement (including TSR-based awards) .
Insider trading arrangements:
- On June 13, 2025, Fountain adopted a Rule 10b5-1 plan to sell up to 33,951 shares through January 30, 2026, indicating structured selling via preset trades .
Employment Terms
Change-of-control and severance economics:
- Double-trigger change-of-control agreements (2-year protection period); severance equals 1x (CEO 2x) salary + target bonus; pro-rata bonus; 1-year benefits continuation; up to $25,000 outplacement; accelerated vesting of RSUs on change-of-control; no excise tax gross-ups (payments cut-to-best-net if parachute tax applies) .
- Estimated payments upon termination after change-of-control (as of Sep 30, 2024):
- Severance: $1,164,000; Accelerated RSU value: $9,912,083; Benefits continuation: $34,778; Outplacement: $25,000; Total: $11,135,861 .
Other contract terms:
- NEOs (other than CEO) are at-will; no separate severance agreements disclosed beyond change-of-control; clawback policy applies to incentive comp .
Additional Compensation and Vesting Detail
Option exercises/stock vested (FY2024):
| Item | Shares | Value ($) |
|---|---|---|
| Shares acquired on vesting | 21,703 | $3,571,002 |
Outstanding award vesting schedule (selected components as of Sep 30, 2024):
- Service RSUs vest quarterly through Nov 1, 2024 (678 shares), Nov 1, 2025 (5,045 shares), Nov 1, 2026 (9,381 shares) .
- Performance RSUs attributable to FY2022 (2,973), FY2023 (5,204), FY2024 (13,787) based on FY2024 achievement; future TSR tranches vest subject to 2-year/3-year rTSR .
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation Committee uses Compensia; peer group updated for FY2024; “other NEOs” (including Fountain) targeted below the 50th percentile; CEO mix more performance-heavy .
- Say-on-Pay: 92% approval in prior year, indicating strong shareholder support .
Investment Implications
- Alignment: Fountain’s pay mix is heavily equity-based with performance linkage to revenue, non-GAAP EPS, and rTSR; FY2024 LTI paid at 132.8% driven by strong EPS and above-median rTSR, while STI was capped at 75% despite 99.1% attainment—mitigating cash risk and emphasizing long-term value creation .
- Retention risk: Significant unvested equity ($~8.16M) and future TSR tranches plus double-trigger protections ($~11.14M under modeled CoC termination) reduce near-term departure risk; however, structured 10b5-1 sales (up to 33,951 shares) may create visible selling pressure and modest near-term technical overhang .
- Governance quality: No options, no re-pricing, no excise tax gross-ups; robust clawback, ownership/holding rules, and hedging/pledging prohibitions support alignment and risk mitigation .
- Performance backdrop: FY2024 financials improved (revenue, net income, cash flow) and rTSR above median, supporting LTI realizations; continuing linkage to profitability (non-GAAP EPS) suggests disciplined operating focus .
Overall: Compensation structure is shareholder-aligned with strong performance gates and long-term holding norms; retention appears supported by unvested equity and change-of-control terms, while pre-set share sales could modestly weigh on supply but are mitigated by policy safeguards and constructive fundamentals .