John Donovan - Lead Independent Director | Palo Alto Networks (PANW) Executive Profile & Compensation

About John M. Donovan

John M. Donovan, age 64, is Palo Alto Networks’ Lead Independent Director and has served on the Board since September 2012. He is Chair of The President’s National Security Telecommunications Advisory Committee (NSTAC) since May 2019, and previously served as AT&T’s Chief Technology Officer and later Chief Executive Officer of AT&T Communications until his resignation effective October 1, 2019. He holds a B.S. in Electrical Engineering from the University of Notre Dame and an MBA from the University of Minnesota, and brings deep expertise in cybersecurity, AI/ML, operations and risk oversight; he also serves on Lockheed Martin’s Board of Directors.

Past Roles

Organization	Role	Tenure	Committees/Impact
AT&T Inc.	CTO; later CEO — AT&T Communications	Apr 2008 – Oct 1, 2019	Led large-scale network, software, supply chain, big data orgs; risk management oversight; tech leadership in cybersecurity/AI/ML
VeriSign	EVP, Product, Sales, Marketing & Operations	Nov 2006 – Apr 2008	Product, go-to-market and operations leadership
inCode Telecom Group Inc.	Chair and CEO	Nov 2000 – Nov 2006	Strategy and consulting leadership to telecom industry
Deloitte Consulting	Partner; Americas telecom industry practice director	Prior to inCode	Practice leadership, telecom expertise

External Roles

Organization	Role	Tenure	Notes
Lockheed Martin Corporation	Director	Current	Aerospace, defense & technology company
President’s National Security Telecommunications Advisory Committee (NSTAC)	Chair	Since May 2019	Federal advisory leadership on national security telecom

Board Governance

Lead Independent Director: Board reaffirmed structure in August 2025 with Nikesh Arora as Chair/CEO and John M. Donovan as Lead Independent Director, with robust LID authority and frequent executive sessions.
Independence: Board determined Donovan is independent under SEC and Nasdaq standards; Audit, Compensation & People, and Governance & Sustainability Committees are fully independent.
Attendance: Board held nine meetings in FY25; no director attended fewer than 75% of Board/committee meetings (except Bawa at 73%).
Engagement: Donovan personally led shareholder outreach; 14 meetings with investors representing 35% of outstanding shares, offering meetings to holders of 45% of shares.
Board structure: Staggered, three classes; Donovan nominated as Class II director at the Dec 9, 2025 Annual Meeting (proxies “FOR” Donovan, Goetz, Thorning-Schmidt).

Committee	Role	FY25 Meetings
Compensation and People	Member	5
Governance and Sustainability	Co-Chair	4
Security	Member	4
Corporate Development	Chair	1

Lead Independent Director attributes: independence/gravitas; strong relationships with Chair/management; governance and technology background; visible oversight; active shareholder engagement (14 meetings; 35% shares).

Fixed Compensation

Policy: No cash compensation; director pay delivered in equity pursuant to Outside Director Compensation Policy.
Annual RSU Awards: Director Retainer RSU $320,000; additional RSU $50,000 for Lead Independent Director; committee service awards in RSUs for four of five committees (no compensation for Corporate Development Committee). Amended in Feb 2025 to increase annual and certain committee award values.
Initial RSU Award (upon joining Board): $1,000,000 RSUs; vests 1/3 at first anniversary, rest quarterly over following two years.

Item	Amount/Terms
Cash Retainer	$0
Annual Director RSU Retainer	$320,000
Lead Independent Director RSU	$50,000
Committee Awards (RSU)	Additional RSUs for 4 committees; Corporate Development Committee has no additional compensation
FY25 Donovan Stock Awards (Grant-Date Fair Value)	$425,618
RSUs Held (as of July 31, 2025)	1,092 RSUs

Performance Compensation

Structure: Non-employee director compensation is time-based RSUs; annual RSUs vest quarterly over one year, with vest start date December 1; share count determined by averaging 30 trading days before Annual Meeting.
Clawback: All awards subject to Company clawback/compensation recovery policies and applicable laws; awards may be reduced/cancelled/recouped upon specified events.
Change-of-Control: Non-employee director awards fully vest; performance-based awards deemed achieved at target unless otherwise provided.

Feature	Detail
Performance Metrics	None for non-employee director RSUs (time-based)
Vesting (Annual RSUs)	Quarterly over one year; vest start date Dec 1; shares determined by 30-day average price
Clawback	Subject to Company clawback policy and applicable listing/SEC requirements
Change-of-Control Treatment	Full vesting; performance goals deemed achieved at target for director awards

Other Directorships & Interlocks

Company/Entity	Type	Role	Interlock/Notes
Lockheed Martin Corporation	Public company	Director	No compensation committee interlocks; PANW confirms none among committee members in prior year.
NSTAC	Government advisory	Chair	Strategic national security telecom oversight

Corporate Governance Guidelines: Directors generally capped at three public company boards and must notify Governance & Sustainability Committee before accepting other board roles (time commitment/conflict pre-check).

Expertise & Qualifications

Selected for technical knowledge and extensive leadership, operations, and risk oversight; experience from CTO/CEO roles at AT&T Communications.
Skilled in global information systems, software development, supply chain, network operations, big data; expertise in cybersecurity, artificial intelligence and machine learning.
Adds public company board experience and governance strength.

Equity Ownership

Holder	Shares/Units	Notes
Beneficial Ownership (Total)	37,976 shares (<1%)
Breakdown	11,672 shares (record)
	24,924 shares (The Donovan Family Living Trust U/A DTD 09/28/2012; co-trustee)
	1,926 shares (SRJ Norway Partners LP; general partner)
RSUs Outstanding (as of July 31, 2025)	1,092 RSUs
Shares Outstanding (reference for % calc)	673,720,207
Pledging/Hedging	No director pledging disclosed; Company’s restrictive pledging policy applies to executive officers (not directors).
Director Ownership Guideline	5× annual retainer within 5 years; all non-employee directors in compliance as of Sep 15, 2025.

Governance Assessment

Strengths
- Robust independent oversight: Donovan as Lead Independent Director with clearly defined authority; independent Audit, Compensation & People, and Governance & Sustainability committees; frequent executive sessions.
- Active shareholder engagement leadership (14 meetings; 35% of outstanding shares), responsiveness to say-on-pay feedback and program changes.
- Equity-only compensation for directors with no cash retainer; ownership guidelines (5× retainer) met, reinforcing alignment.
- No compensation committee interlocks; independence affirmed under SEC/Nasdaq.
Watch items / potential risks
- Staggered board structure may delay/impede changes in control; Donovan is a Class II nominee.
- Director award values increased in Feb 2025 (annual and certain committee awards); monitor for pay inflation versus peer benchmarks.
- Change-of-control acceleration for director awards (full vest; targets deemed met) can be perceived as shareholder-unfriendly; balance with clawback rigor.
- External board at Lockheed Martin (defense sector) elevates potential information-flow/conflict considerations; PANW’s guidelines require advance review of outside roles and cap total boards to manage time/conflicts.
Overall view: Donovan’s governance footprint is investor-positive—experienced LID, strong committee leadership (Co-Chair Governance & Sustainability; Chair Corporate Development; Compensation & People member; Security member), independence, and high engagement. Equity-only pay and ownership compliance support alignment; continued vigilance on board structure and award design is warranted.