James Goetz
Palo Alto NetworksAbout James J. Goetz
James J. Goetz (age 59) is an independent director of Palo Alto Networks, serving since April 2005. He is a long-time partner at Sequoia Capital Operations, LLC (since June 2004) focusing on cloud, mobile, and enterprise technology, and holds an M.S. in Electrical Engineering (Computer Networking) from Stanford and a B.S. in Electrical Engineering (Computer Engineering) from the University of Cincinnati . The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital Operations, LLC | Partner | Jun 2004–Present | Focus on cloud/mobile/enterprise; guidance to technology companies |
| Barracuda Networks, Inc. | Director | 2009–2017 | Data security and storage; board experience |
| Nimble Storage, Inc. | Director | 2007–2017 | Data storage; board experience |
| Jive Software, Inc. | Director | 2007–2015 | Social business software; board experience |
| Ruckus Wireless, Inc. | Director | 2012–2015 | Wi‑Fi networking; board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intel Corporation | Director | Current | Only current public company board listed |
Board Governance
| Category | Details |
|---|---|
| Independence | Independent director per Board determination |
| Years of Service | Director since April 2005 |
| Committee Memberships | Audit Committee; Corporate Development Committee; Security Committee (member, not chair) |
| Committee Meeting Cadence (FY2025) | Audit: 7 meetings; Corporate Development: 1; Security: 4 |
| Board Meetings & Attendance | Board held 9 meetings; no director below 75% attendance except Ms. Bawa (73%); Goetz met at least the 75% threshold |
| Conflict Oversight | Governance & Sustainability Committee oversees director conflicts; Audit Committee reviews related person transactions |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash under Director Compensation Policy |
| Committee membership fees (cash) | $0 | No cash; compensation delivered via RSUs where applicable |
| Meeting fees (cash) | $0 | No meeting fees disclosed |
| Equity compensation (annual RSUs) | $0 | Mr. Goetz receives no awards under the Director Compensation Policy |
| Initial director RSU policy | $1,000,000 (policy) | Granted to eligible new directors; time-based vesting; not applicable to Goetz in FY2025 |
| Annual director RSU policy | $320,000 (retainer RSU); $50,000 (Lead Independent Director RSU) | Time-based vesting; Goetz does not receive director policy awards |
| Director stock ownership guideline | 5x annual retainer value | All non-employee directors comply as of Sept 15, 2025 |
Performance Compensation
| Metric | Applies to Directors | Structure |
|---|---|---|
| Performance-conditioned awards (e.g., PSUs, TSR modifiers) | No | Director compensation is time-based RSUs; Mr. Goetz receives none under the director policy |
Other Directorships & Interlocks
| Company | Relationship to PANW | Potential Interlock/Conflict Consideration |
|---|---|---|
| Intel Corporation (Director) | Large technology company; potential customer/partner dynamics may arise | PANW’s Governance & Sustainability Committee reviews and approves director conflicts; Audit Committee reviews related person transactions per policy, with recusal where applicable |
Expertise & Qualifications
- Senior leadership and technology investing experience; extensive public company board experience .
- Industry/IT technical background (networking, cybersecurity), risk management, and emerging technologies exposure supporting Security Committee service .
- Electrical engineering degrees (Stanford M.S.; Univ. of Cincinnati B.S.) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James J. Goetz (total) | 402,264 | <1% | As of Sept 15, 2025 |
| Of which: direct | 314,580 | — | Held of record by Mr. Goetz |
| Of which: trust | 87,684 | — | Goetz Children’s Trust 4/24/1998 |
| RSUs/PSUs held (director) | None listed | — | Goetz receives no director RSU awards |
| Ownership guideline compliance | Compliant | All non-employee directors comply as of Sept 15, 2025 |
Governance Assessment
- Alignment signals: Long-tenured independent director with significant direct and trust holdings; complies with stringent 5x retainer stock ownership guideline; no cash fees; time-based RSU policy exists for directors but Goetz receives no director policy awards, minimizing pay-related conflicts and potential incentive misalignment .
- Engagement & oversight: Active committee service across Audit (financial controls, related party oversight), Corporate Development (M&A strategy), and Security (cyber and data protection), with robust committee meeting cadence, and Board sets strong independent oversight frameworks including executive sessions and conflict review processes .
- Independence & attendance: Board classifies Goetz as independent; he met the minimum attendance threshold—only one director fell below 75% and it was not Goetz—supporting engagement quality .
- Potential conflicts: As a Sequoia partner and Intel director, informational interlocks could arise; PANW’s Governance & Sustainability Committee oversees director conflicts and the Audit Committee reviews related person transactions with mandatory recusal. The proxy does not disclose any specific related person transactions involving Mr. Goetz in FY2025 .
- Policy safeguards: Prohibition on hedging, and pledging prohibited except with prior Governance & Sustainability Committee approval for directors and executive officers, reducing alignment risks; no indication of pledging by Goetz in the proxy .
RED FLAGS: None disclosed specific to Mr. Goetz in the proxy (no related-party transactions or attendance issues identified). Monitoring recommended for potential interlocks (Sequoia portfolio ties; Intel relationships) via PANW’s established conflict review processes .