John Key

About Rt Hon Sir John Key

Rt Hon Sir John Key, age 64, is an independent director of Palo Alto Networks, serving on the Board since April 2019; he is Chair of the Compensation and People Committee and a member of the Audit and Security Committees. He previously served as Prime Minister of New Zealand (2008–2016), was a Member of Parliament (2002–2017), and had a nearly 20-year international finance career at Bankers Trust New Zealand and Merrill Lynch in Singapore, London, and Sydney; he holds a Bachelor of Commerce in Accounting from the University of Canterbury. The Board has determined he is independent under SEC and Nasdaq standards, and directors (other than one named director) met at least 75% attendance in FY2025 meetings. His background brings global leadership, capital markets expertise, and policy experience valuable to PANW’s international growth and risk oversight.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation and People Committee; Member, Audit Committee; Member, Security Committee. The Board’s standing committees (Audit, Compensation and People, Governance and Sustainability) are composed solely of and led by independent directors.
• Independence: The Board determined Sir John Key is independent under SEC and Nasdaq standards; there are no family relationships among directors and executive officers.
• Attendance and engagement: The Board held nine meetings in FY2025; except for one named director, all directors met at least 75% attendance of Board and committee meetings.
• Audit oversight context: Audit Committee (7 meetings) oversees financial reporting, internal controls, auditor independence, and related person transactions; Key is a member (chair is Mary Pat McCarthy).
• Cybersecurity oversight: Security Committee (4 meetings) oversees enterprise cybersecurity, incident response, and related disclosures; Key is a member.
• Compensation governance and shareholder engagement: As Compensation and People Committee Chair, Key co-led outreach; PANW offered meetings to holders of 56% of outstanding shares, and engaged with shareholders representing 35% of outstanding shares to discuss compensation program design and changes.
• Compensation committee process and independence: The committee retained Meridian Compensation Partners as its independent consultant; the committee assessed Meridian’s independence and noted no conflicts and no other services provided to the company.
• Clawbacks and best practices: PANW maintains an SEC- and Nasdaq-compliant compensation recovery policy and a supplemental clawback policy beyond required scope.

Fixed Compensation (Director)

Director compensation policy details (structure):

• Initial director award: $1,000,000 RSUs upon joining; vests one-third at 1 year, then quarterly over the following two years (3-year total), subject to service.
• Annual director retainer award: $320,000 in RSUs; additional RSU awards for Lead Independent Director ($50,000) and committee chair/member roles (no Corporate Development Committee fees). A single annual RSU grant covers all entitlements and vests quarterly over one year; vest start date is December 1 of the grant year.

Performance Compensation (Director)

Note: Performance metrics disclosed in the proxy (NGS ARR, Non-GAAP EPS, relative TSR) apply to executive PSUs; they are relevant to Key’s oversight as Compensation Committee Chair, not to his own director compensation.

Other Directorships & Interlocks

• Current public company boards: None.
• Prior public company boards: Australia & New Zealand Banking Group Ltd (2018–2024), ANZ Bank New Zealand Ltd (2018–2024), Air New Zealand Limited (2017–2020).
• Interlocks/conflicts: The Board’s independence review found no material relationships that would impair independence; related person transactions are subject to an Audit Committee policy and quarterly review.

Expertise & Qualifications

• Global leadership and policy-making as former Prime Minister; extensive finance and capital markets experience from a near 20-year banking/investment career.
• Committee leadership on compensation; experience valuable for incentive design aligned with platformization, profitability, and TSR alignment.
• Cybersecurity oversight via Security Committee membership; risk management exposure across financial, compliance, and technology domains.

Equity Ownership

Governance Assessment

• Alignment signals: All-equity, no-cash director compensation and meaningful ownership guidelines (5x retainer) align director and shareholder interests; Key’s FY2025 grant-date value was $390,929, and he held 1,004 RSUs as of year-end.
• Board effectiveness: As Compensation and People Committee Chair, Key co-led robust shareholder engagement and implemented changes to reduce PSU max payout, clarify cash incentive thresholds, and align equity metrics (NGS ARR and Non-GAAP EPS) with strategy and TSR—indicating responsiveness to investor feedback.
• Independence and attendance: The Board affirmed his independence; directors generally met attendance expectations in FY2025.
• Risk oversight: Participation on Audit and Security Committees reinforces financial reporting integrity and cyber risk oversight.
• Related-party/conflicts review: The Audit Committee maintains a formal related person transaction policy; the Board’s independence review identified no material relationships for Key; no family relationships are present.

RED FLAGS

• None disclosed specific to Key in the proxy excerpts reviewed (no attendance shortfall, no related-party transactions, no cash retainers, no committee consultant conflicts). Continue monitoring future filings for any pledging/hedging, related-party transactions, or shifts toward guaranteed/less at-risk director pay.