Helle Thorning-Schmidt
Palo Alto NetworksAbout Helle Thorning-Schmidt
Independent director at Palo Alto Networks (PANW); age 58; joined the Board in February 2025 and is standing for election as a Class II director at the December 2025 annual meeting. She serves on the Governance and Sustainability Committee and the Security Committee. Former Prime Minister of Denmark (2011–2015) and former Chief Executive of Save the Children International (2016–2019). She holds a Master’s in Political Science (University of Copenhagen) and a Master’s in European Studies (College of Europe, Bruges) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Denmark | Prime Minister | 2011–2015 | Led national government; international policy and risk management . |
| Danish Parliament / Social Democratic Party | Member of Parliament; Party Leader | 2005–2015 | Leadership of major political party; governance and human capital oversight . |
| Save the Children International | Chief Executive | Apr 2016–Jun 2019 | Global nonprofit leadership; operational and governance experience . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Vestas Wind Systems A/S | Board Member | 2019 | Board service at a Danish wind turbine manufacturer . |
| Neurons Inc. ApS | Board Member | 2023 | Board service at Danish consumer neuroscience company . |
| The Oversight Board (established by Meta Platforms, Inc.) | Co-Chair | 2020 | Content moderation governance body . |
| Vista Equity Partners Management, LLC | Advisory Board | Jan 2022 | Advisory role at an investment firm . |
| Edelman | Board Member | (current) | Disclosed by PANW in Feb 2025 director appointment release . |
| Other current U.S.-listed public company boards | — | — | None, per PANW director profile (“Other Current Public Company Boards: None”) . |
Board Governance
- Committees: Governance and Sustainability Committee (member) and Security Committee (member). Governance and Sustainability Committee held 4 meetings in fiscal 2025; Security Committee held 4 meetings in fiscal 2025 .
- Independence: The Board determined Ms. Thorning-Schmidt is independent under SEC and Nasdaq standards .
- Attendance: The Board held 9 meetings in fiscal 2025; no director attended fewer than 75% of Board and committee meetings except one director (A. Bawa at 73%), implying Ms. Thorning-Schmidt met the 75% threshold .
- Executive sessions: Independent director sessions are scheduled at every regular Board meeting and led by the Lead Independent Director .
- Election: Nominated as a Class II director for election at the 2025 Annual Meeting (for a term through the 2028 annual meeting) .
Fixed Compensation
PANW pays no cash retainers or meeting fees to non-employee directors; compensation is entirely in equity (RSUs). In February 2025, the Board increased the value of certain annual and committee awards. Policy highlights: initial RSU award of $1,000,000 upon joining; annual director RSU retainer of $320,000; additional RSU award of $50,000 for the Lead Independent Director; additional RSU awards for certain committee roles; awards vest as described below .
| Component | Structure / Value | Vesting / Terms |
|---|---|---|
| Cash retainer | $0 (no cash under the Director Compensation Policy) . | — |
| Initial RSU (upon joining Board) | $1,000,000 . | 1/3 vests on the first anniversary of vest start; remaining 2/3 vests quarterly over the following two years (3-year total), subject to continued service . |
| Annual RSU retainer | $320,000 per year . | Vests quarterly over one year, ending by the next annual meeting; vest start date December 1 of grant year . |
| Lead Independent Director RSU | +$50,000 per year (if applicable) . | Same annual vest schedule as above . |
| Committee RSU awards | Additional RSUs for committee chairs/members (values per policy) . | Same annual vest schedule as above . |
| Change in control | Director awards fully vest (time-based RSUs lapse restrictions; performance awards, if any, vest at target) . | |
| Plan caps | Non-employee director total compensation capped at $2,000,000 per fiscal year; $4,000,000 in the fiscal year they join the Board (measured by grant date fair value plus any cash, if applicable) . |
Performance Compensation
- Non-employee directors do not receive performance-based incentives; PANW’s Director Compensation Policy uses time-based RSUs only (no bonus/PSUs/options) .
| Performance Metric | Weight | Threshold | Notes |
|---|---|---|---|
| None for directors | — | — | PANW director compensation is time-based RSUs with no performance metrics . |
Director-Specific Compensation (FY2025)
| Item | Amount / Detail |
|---|---|
| Stock awards (grant date fair value) | $925,247 for FY2025 . |
| Cash compensation | $0 (no cash under Director Compensation Policy) . |
| RSUs held (as of July 31, 2025) | 5,171 RSUs . |
Equity Ownership
| Measure | Value / Policy |
|---|---|
| Beneficial ownership (as of Sept 15, 2025) | 0 shares; below 1% of outstanding shares . |
| Unvested RSUs held (as of July 31, 2025) | 5,171 RSUs . |
| Stock ownership guideline | Non-employee directors must own Company stock equal to 5x annual board retainer within 5 years of initial appointment/election . |
| Compliance status | As of Sept 15, 2025, all non-employee directors comply with stock ownership guidelines . |
| Hedging/pledging | Hedging prohibited; pledging prohibited except limited pledging permitted with prior approval of Governance and Sustainability Committee . |
Employment & Contracts (Director Onboarding Terms)
- Offer letter: Ms. Thorning-Schmidt received an offer letter in the company’s standard form for directors .
- Initial equity: Initial RSU award valued at approximately $1,000,000 granted on or around March 10, 2025; vesting over three years as noted above; change-in-control acceleration applies .
- Annual equity: Expected annual RSU awards in line with the policy starting with the 2025 annual meeting, vesting over one year .
- Indemnification: Executed standard director indemnification agreement .
- Expenses: Reasonable expenses reimbursed in connection with Board service .
Other Directorships & Interlocks
| Organization | Role | Notes / Potential Interlocks |
|---|---|---|
| Vestas Wind Systems A/S | Board Member | Energy/industrial board experience; no PANW related-party transactions disclosed . |
| Neurons Inc. ApS | Board Member | Private neuroscience company; no PANW related-party transactions disclosed . |
| The Oversight Board | Co-Chair | Governance role for content moderation; not a PANW counterparty per filings . |
| Vista Equity Partners Management, LLC | Advisory Board | Investment firm; PANW discloses no related-party transactions . |
| Edelman | Board Member | Global communications firm; PANW discloses no related-party transactions . |
| Other current U.S.-listed public boards | None | Per PANW director profile . |
Related-party review: PANW’s 8-K states neither Ms. Thorning-Schmidt nor Mr. Hamers is party to any transaction requiring disclosure under Item 404(a) (related-person transactions) . The Proxy also details a formal related-person transaction policy overseen by the Audit Committee .
Expertise & Qualifications
- Senior leadership and international policymaking experience (former Prime Minister of Denmark); governance and human capital management insights from government, nonprofit, and corporate boards .
- Advanced degrees in political science and European studies .
Governance Assessment
- Positive signals: Independent; active committee roles (Governance & Sustainability; Security); attendance at or above 75%; no cash compensation (equity-only pay strengthens alignment); stock ownership guidelines with reported compliance; no related-party transactions; hedging prohibited and pledging tightly restricted .
- Compensation transparency: Initial and annual RSU awards with clear vesting; change-in-control acceleration for directors is standard but noteworthy; overall director compensation capped by plan limits .
- Board engagement context: The Board reports robust investor outreach and responsiveness on governance and compensation matters; 2024 say-on-pay passed after significant changes following prior low support—indicates improved governance responsiveness (board-level signal) .
- Red flags: None disclosed specific to Ms. Thorning-Schmidt—no related-party transactions, no late Section 16 reporting attributed to her, no hedging/pledging noted .