Dipak Golechha

About Dipak Golechha

Dipak Golechha is Executive Vice President and Chief Financial Officer of Palo Alto Networks (since March 2021) and is 51 years old as of October 15, 2025 . He holds BA and MA degrees in Economics from St. John’s College, Cambridge University . Under the current leadership team, fiscal 2025 results included total revenue of $9.22B (+15% y/y), NGS ARR of $5.58B (+32% y/y), RPO of $15.8B (+24% y/y), and Non-GAAP EPS of $3.34 (+18% y/y) . Over five years, PANW’s TSR significantly outperformed the S&P 500 (by nearly 3x) and its 2025 peer group (by nearly 4x) .

Past Roles

External Roles

No current public company directorships or external board roles disclosed in the proxy .

Fixed Compensation

Notes:

• No FY2025 increases in base salary or target annual cash incentive for any NEO, including the CFO .

Performance Compensation

FY2025 Cash Incentive Plan – Design and Results

• Metrics: Annual revenue and annual organic operating margin; payout curve-based with 0% payout if either metric >10% below target; Corporate Responsibility (CR) modifier ±10% (no CR adjustment made for FY2025) .

• FY2025 Targets and Actuals: | Metric | Threshold | Target | Actual | Payout (before CR) | |---|---:|---:|---:|---:| | Revenue ($M) | 8,201 | 9,112 | 9,222 | 120% of target | | Organic Operating Margin (%) | 25.0 | 27.8 | 29.1 | See revenue-driven 120%; curves govern | | Corporate Responsibility Modifier | — | 90–110% band | On Target (no adjustment) | 0% adjustment |

• CFO payout: $720,000 for FY2025 (120% of $600,000 target) .

Long-term Equity – PSU Program

• FY2025 grants for NEOs were 100% PSUs; maximum payout reduced to 400% from 600% for 2023–2026 cycles; financial measures updated to average of NGS ARR and annual Non-GAAP EPS (equal-weighted), with 3-year relative TSR (vs S&P 500) as a modifier; FY2026 PSU rTSR 1.0x bar increased to 55th percentile; NGS ARR max tightened (+$400M > target) .
• FY2025 performance for the financial measures (as used in FY2023–FY2025 PSU cycles): 216% achievement vs targets (NGS ARR $5.58B vs $5.34B; Non-GAAP EPS $3.34 vs $3.16) .
• FY2023 PSU final outcome (3-year period FY2023–FY2025): average financial measure achievement ~136% (FY2023: 193% billings growth; FY2024: 0% billings; FY2025: 216% average of NGS ARR and Non-GAAP EPS) and rTSR modifier 2.0x at 93rd percentile; total payout ~273% of target .

FY2025 Plan-Based Equity Grants to CFO (ASC 718 measurement tranches)

Vesting mechanics: PSUs vest after the 3-year performance period based on annual financial achievements (equal-weighted NGS ARR and Non-GAAP EPS) and a 3-year rTSR modifier; shares may be subject to the company’s one-year post-vesting holding policy for NEOs .

Additional FY2025 realizations: 84,924 shares vested for the CFO in FY2025 (value realized $15,647,445) .

Equity Ownership & Alignment

• Beneficial ownership (as of Sept 15, 2025): 381,955 shares for Dipak Golechha (less than 1%), consisting of 101,135 shares held of record and 280,820 shares issuable upon PSU vesting within 60 days (subject to any deferral elections) .
• Outstanding and unvested awards at FY2025 year-end:
  • Time-based RSUs not yet vested: 280,820 ($48,750,352 market value at $173.60) .
  • Unearned PSUs (max values disclosed): 369,680 ($64,176,448) from 8/21/23 grant; 310,808 ($53,956,269) from 8/20/24 grant; values reflect maximum per footnote .
• Stock ownership guidelines: CFO must hold stock equal to 1x base salary within 5 years; status “Met” as of Sept 15, 2025; deadline March 2026 .
• One-year post-vesting holding requirement applies to all NEOs (adopted FY2022), with limited exceptions .
• Hedging/pledging: Company prohibits hedging; pledging only permitted on a limited basis with prior approval; no individual pledging disclosed for the CFO .

Employment Terms

• Double-trigger change-in-control (CIC) severance (if terminated without cause or resigns for good reason within 12 months post-CIC): lump-sum cash equal to 12 months of base salary ($600,000) + 100% of target annual incentive ($600,000) + COBRA premiums for 12 months ($36,269) .
• No special payments for termination unrelated to CIC for NEOs other than CEO; CFO receives no severance in a non-CIC termination .
• Equity treatment on CIC:
  • No single-trigger vesting for employees; awards may be assumed or substituted; if not assumed/substituted, options/SARs become exercisable and RSUs/RSs vest; for performance awards not assumed/substituted, performance goals deemed achieved at 100% of target unless otherwise provided .
• Clawback: All awards subject to Company clawback policies, including SEC/Nasdaq-compliant recovery .
• No defined benefit pension/SERP; no tax gross-ups in the equity plan; no dividends on unvested equity .

Compensation Structure Analysis

Investment Implications

• Pay-for-performance alignment appears strong: all FY2025 equity at-risk via PSUs tied to platformization/profitability (NGS ARR and Non-GAAP EPS) and a 3-year rTSR modifier; FY2025 cash plan tied to revenue and organic operating margin with rigorous zero-fund thresholds; FY2025 cash paid at 120% reflecting outperformance .
• Near-to-medium-term supply dynamics: CFO realized 84,924 vested shares in FY2025; significant unvested equity remains (notably 280,820 time-based RSUs from 2022 and large PSU overhang), but a 1-year post-vesting holding policy mitigates immediate selling pressure .
• Retention and CIC economics: Double-trigger CIC protection equals ~1x salary + 1x target bonus plus 12 months of COBRA, consistent with market norms (no single-trigger equity acceleration), lowering retention risk without excessive parachute costs; performance awards not assumed/substituted in a CIC are treated at 100% of target per plan terms .
• Performance track record supportive: Strong FY2025 operating results (revenue +15%, NGS ARR +32%, EPS +18%) and multi-year TSR outperformance lend credibility to incentive payouts and reduce execution risk perceptions around the CFO’s stewardship of growth/profitability balance .