Aparna Bawa
Palo Alto NetworksAbout Aparna Bawa
Aparna Bawa, age 47, has served as an independent director of Palo Alto Networks since May 2021. She is the Chief Operating Officer of Zoom Video Communications (since May 2020) and has held senior legal roles at Zoom, Magento, and Nimble Storage; she holds a B.Sc. in Accounting from Marquette University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoom Video Communications, Inc. | Chief Operating Officer; Secretary | COO since May 2020; Secretary since Feb 2024 | Senior operating leadership in public tech; legal and operations expertise |
| Zoom Video Communications, Inc. | Chief Legal Officer; General Counsel; Secretary | CLO Aug 2019–May 2020; GC Sep 2018–May 2020; Secretary Dec 2018–Nov 2020 | Legal oversight during growth/IPO era |
| Magento, Inc. | SVP & General Counsel | Jun 2017–Jun 2018 (acquired by Adobe) | E-commerce platform; M&A exposure |
| Nimble Storage, Inc. | VP, General Counsel & Secretary | Nov 2012–May 2017 (acquired by HPE Apr 2017) | Enterprise storage; public company legal governance |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Zoom Video Communications, Inc. | Chief Operating Officer; Secretary | Current executive role; not a public company director elsewhere |
Board Governance
- Independence: Board determined Bawa is independent under SEC and Nasdaq standards; Audit and Compensation committees composed solely of independent directors .
- Committee assignments (FY2025): Audit; Compensation and People; Security; Corporate Development. Not a chair on these committees .
- Attendance: In FY2025 the Board held nine meetings; Bawa attended 73% of 26 possible Board+committee meetings, below the 75% threshold highlighted in the proxy .
- Committee meeting cadence (FY2025): Audit (7); Compensation and People (5); Security (4); Corporate Development (1) .
- Lead Independent Director: John M. Donovan (committee grid indicates “**” legend) .
Fixed Compensation
| Component | Value | Structure/Terms |
|---|---|---|
| Cash Retainer | $0 | No cash paid to non-employee directors under Director Compensation Policy |
| Initial Equity Award (on joining Board) | $1,000,000 RSU value | Grants on/about 10th day of month after appointment; 1/3 vest at 1-year anniversary of vest start; remainder vests quarterly over next 2 years; shares determined by average closing price in prior month; vest start = first day of month containing grant |
| Annual Director RSU Retainer (FY2025 policy) | $320,000 RSU value | Granted at annual meeting; number of RSUs based on straight average closing price over the 30 days ending before the meeting; vests quarterly over one year; vest start Dec 1 of grant year |
| Lead Independent Director RSU | $50,000 RSU value | Additional annual RSU for LID; vests quarterly over one year |
| Committee RSU Awards | Increased values (Feb 2025) | Chairs and members of four of five standing committees receive RSU awards; Corporate Development Committee has no additional compensation; values increased Feb 2025 per market analysis |
Performance Compensation
| Award Type | Performance Metrics | Vesting | Change-of-Control Treatment | Clawback |
|---|---|---|---|---|
| Director RSUs | None disclosed for directors (time-based RSUs) | Quarterly vesting over one year (annual awards) or 3-year schedule (initial awards) | For non-employee directors: all options/SARs exercisable; RSU restrictions lapse; performance-based awards deemed achieved at target, unless otherwise specified | All awards subject to company clawback policies and applicable exchange/Dodd-Frank requirements |
Director Compensation (Amounts Received)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Stock Awards (Grant-Date Fair Value) | $427,506 | $381,185 |
| RSUs Held (as of fiscal year-end) | 700 | 978 |
| Cash Fees | $0 | $0 |
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Notes |
|---|---|---|---|
| Zoom Video Communications, Inc. | COO; Secretary | No | External executive role; PANW discloses no material relationships interfering with independence |
| Other Public Company Boards | — | None | “Other Current Public Company Boards: None” |
Expertise & Qualifications
- Skills/experience highlighted: senior leadership, financial/legal operations, risk management oversight, technology company experience; committee membership across Audit, Compensation, Security, Corporate Development underscores breadth .
- The Board explicitly selected Bawa for legal and business operations expertise and public tech company management experience .
Equity Ownership
| Date | Shares Beneficially Owned | Ownership % | RSUs Outstanding (disclosed) |
|---|---|---|---|
| Sep 23, 2024 | 3,501 | <1% | 700 RSUs (as of Jul 31, 2024) |
| Sep 15, 2025 | 8,142 | <1% | 978 RSUs (as of Jul 31, 2025) |
- Director stock ownership guideline: five times annual retainer; all non-employee directors compliant as of Sep 15, 2025 .
Governance Assessment
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Strengths:
- Independent status; service on key oversight committees (Audit; Compensation and People; Security); broad technical and legal-operational credentials valuable for cybersecurity governance and pay oversight .
- Director compensation entirely equity-based (RSUs), aligning interests; clear vesting and robust change-in-control and clawback provisions under 2021 plan .
- Stock ownership guideline compliance enhances alignment; beneficial ownership increased from 2024 to 2025 .
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Red flags / watch items:
- Attendance shortfall: 73% of 26 possible Board/committee meetings in FY2025, below proxy’s 75% threshold; potential engagement concern for a multi-committee director .
- Section 16(a) late filings: two sale transactions reported late in FY2025; FY2024 also noted late reporting across multiple transactions; while administrative, repeated lateness is a governance optics issue .
- Committee workload vs. engagement: four committee memberships alongside a demanding external COO role may contribute to attendance variance; monitor future attendance and committee assignments .
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Compensation structure observations:
- No cash; RSUs only. Policy was amended in Feb 2025 to increase annual/committee RSU values, modestly raising guaranteed equity value; awards remain time-based rather than performance-based (typical for directors but offers limited pay-for-performance linkage) .
- Corporate Development Committee lacks additional compensation, reducing incentives for transactional risk-taking .
-
Related-party/conflict considerations:
- Board independence review found no material relationships; Audit Committee oversees related person transactions; no related party transactions involving Bawa disclosed in the proxy .
-
Board process and oversight:
- Independent committee leadership with regular executive sessions; active oversight across financial reporting, compensation strategy, cybersecurity, and corporate responsibility; Security Committee directly oversees cybersecurity program—a relevant alignment with Bawa’s tech/legal background .
Overall signal: strong credentials and multi-committee oversight balanced against FY2025 attendance shortfall and repeat late Form 4 reporting—monitor for improvement in attendance and timeliness to sustain investor confidence .