Carl Eschenbach
Palo Alto NetworksAbout Carl Eschenbach
Carl Eschenbach, 58, is an independent director of Palo Alto Networks (PANW) serving since May 2013. He is the CEO and a director of Workday, Inc. (since December 2022), and previously was a general partner at Sequoia Capital and President/COO at VMware. He holds an electronics technician diploma from DeVry University. At PANW, he serves on the Board’s Security Committee and has been affirmed as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Chief Executive Officer; Director | Dec 2022–present | Public company CEO; board member |
| Sequoia Capital Operations, LLC | General Partner | Apr 2016–Dec 2022 (prior to Workday) | VC operator; scaling high-growth tech companies |
| VMware, Inc. | President & COO; Chief Operating Officer & President | Apr 2012–Feb 2016 | Led operations; extensive risk oversight |
| VMware, Inc. | Co-President, Customer Operations | Jan 2011–Apr 2012 | Go-to-market leadership |
| VMware, Inc. | EVP, Worldwide Field Operations | May 2005–Jan 2011 | Global sales leadership |
| Inktomi | VP, North America Sales | 2000–2002 | Sales leadership |
| 3Com; Lucent; EMC | Various sales management roles | Pre-2000 | Enterprise sales experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | CEO; Director | Dec 2022–present | Public company leadership and governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent per Nasdaq/SEC; Board determined no material relationship interfering with judgment |
| PANW Committee Assignments | Security Committee member; Security Committee met 4 times in FY2025 |
| Chair Roles | None disclosed for Eschenbach |
| Attendance | Board held 9 meetings in FY2025; no director (other than one exception) attended <75%—implies ≥75% attendance for Eschenbach |
| Years of Service | Director since May 2013 |
| Executive Sessions | Board holds independent director executive sessions every regular meeting, led by the Lead Independent Director |
Fixed Compensation
| Component | Structure / Amount | Vesting / Terms |
|---|---|---|
| Outside Director Compensation Policy | Equity-only; no cash retainers or meeting fees | RSUs only; no options under policy |
| Initial RSU grant on joining Board | $1,000,000 value RSUs | 1/3 at 1-year; remainder quarterly over next 2 years (3-year total) |
| Annual Director Retainer RSU | $320,000 value RSUs per year | Vests quarterly over ~1 year; vest start date Dec 1 of grant year |
| Committee service RSU | Additional RSU awards for committee chairs/members (Audit, Compensation & People, Governance & Sustainability, Security); no awards for Corporate Development Committee | Vests on same annual schedule |
| Fiscal 2025 Director Compensation (grant-date fair value) | $346,497 (stock awards) for Eschenbach | As per annual RSU vesting |
| RSUs held (as of July 31, 2025) | 890 RSUs for Eschenbach | Time-based RSUs outstanding |
| Change-in-control treatment (non-employee directors) | Full vesting of options/RSUs; performance awards deemed achieved at target | Single-trigger at change-in-control for director awards |
| Plan governance features | No tax gross-ups; clawback applies; no dividends on unvested awards; director comp cap $2,000,000/year ($4,000,000 first year) |
Performance Compensation
| Metric | Applicability | Notes |
|---|---|---|
| Performance-based pay elements | Not applicable | Non-employee director awards are time-based RSUs only; no bonus or PSU metrics for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Context |
|---|---|---|
| Workday, Inc. | CEO; Director | PANW’s FY2025 executive compensation peer group includes Workday, indicating market benchmarking proximity; Eschenbach is not on PANW’s Compensation & People Committee, mitigating pay-setting conflicts |
- Related person transactions: PANW’s Audit Committee reviews and must approve any related person transactions >$120,000; no Eschenbach-specific related transactions disclosed .
- Board capacity: Corporate Governance Guidelines generally limit directors to three public company boards; advance notification required for additional boards (supports time-commitment oversight) .
Expertise & Qualifications
- Over 30 years in technology operations and global sales leadership; deep experience scaling large organizations and overseeing risk management .
- Public company CEO and director experience; cybersecurity exposure via PANW Security Committee role .
- Education: Electronics technician diploma, DeVry University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding | Ownership Guidelines |
|---|---|---|---|---|
| Carl Eschenbach | 19,796 | <1% | 890 | Directors must hold 5× annual retainer within 5 years; all non-employee directors are in compliance as of Sept 15, 2025 |
- Anti-hedging/pledging: PANW prohibits hedging and permits only limited pledging with prior Governance & Sustainability Committee approval (alignment positive) .
Governance Assessment
-
Strengths:
- Independence affirmed; not on Compensation & People Committee—reduces conflict risk given Workday’s inclusion in PANW’s comp peer group .
- Equity-only director pay with RSUs, robust clawback, no tax gross-ups, and no dividends on unvested awards—shareholder-friendly features .
- Security Committee membership aligns technical/operator expertise with oversight of enterprise cyber risk; committee meets quarterly .
- Stock ownership guidelines met; beneficial ownership and RSUs indicate equity alignment .
-
Watch items / red flags:
- Change-in-control single-trigger acceleration for non-employee director awards (automatic vesting) can be perceived as less performance-aligned in a transaction context .
- Dual role as Workday CEO and PANW director requires continued monitoring for any commercial transactions or competitive overlaps; Audit Committee’s related-party policy is a mitigant; none disclosed to date .
- Committee award values are granted for service; ensure aggregate director compensation remains well below the $2,000,000 cap and aligned with workload (policy cap in place) .
Overall, Eschenbach’s operator background and independence support board effectiveness on security and risk oversight, with compensation structures largely aligned to shareholder interests; the primary governance sensitivity is single-trigger change-in-control vesting for directors and peer-group proximity to his CEO company, mitigated by committee assignments and oversight policies .