Ralph Hamers
Palo Alto NetworksAbout Ralph Hamers
Ralph Hamers is an independent director who joined the Palo Alto Networks (PANW) board in February 2025, serving on the Audit Committee and the Security Committee. As of the 2025 Proxy, he is 59, holds an M.S. in Business Econometrics & Operations Research from Tilburg University, and previously served as CEO of UBS Group AG and ING Group; he is not standing for reelection at the 2025 Annual Meeting and will transition to serve as special advisor to PANW’s EMEA CEO after the meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Group AG | Chief Executive Officer; Senior Advisor to CEO | CEO: Sep 2020–Apr 2023; Senior Advisor: Apr 2023–Sep 2023 | Launched “One UBS” strategy (as noted by PANW) |
| ING Group | Chief Executive Officer | Oct 2013–Jun 2020 | Led digital transformation to branchless, digitally driven banking (as noted by PANW) |
| Institute of International Finance (IIF) | Board Member | 2013–2023 | Global financial services trade group board service |
External Roles
| Organization | Role | Since/Notes |
|---|---|---|
| Arta Finance | Advisor | Current advisor |
| GRAB Holding | Advisor | Current advisor (as described by PANW) |
| Institut International d’Études Bancaires | Secretary General | Current role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under SEC and Nasdaq standards |
| Committees | Audit Committee – Member; Security Committee – Member |
| Leadership/Chair Roles | None disclosed for Hamers |
| Board Attendance | In FY2025 (year ended Jul 31, 2025), the Board held 9 meetings; no director attended <75% of Board/committee meetings except one director (Hamers met at least the 75% threshold) |
| Board Tenure | Director since February 2025; not standing for reelection at 2025 Annual Meeting |
| Transition | Post-Annual Meeting, will become special advisor to PANW’s EMEA CEO (Helmut Reisinger) |
| Other Public Company Boards | None (current) |
| Outside Board Limits | Governance Guidelines generally limit directors to ≤3 public company boards and require notice before accepting new board roles |
Fixed Compensation
| Component | Amount/Policy | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $0 (no cash compensation for outside directors) | N/A |
| Committee chair/member cash fees | $0 (no cash compensation for committee service) | N/A |
| Meeting fees | None disclosed (no cash under policy) | N/A |
Performance Compensation
| Equity Element | Value/Structure | Vesting/Terms |
|---|---|---|
| Initial RSU award (at board appointment) | $1,000,000 grant-date value | 1/3 on first anniversary of vest start date; remaining vests quarterly over next 2 years, subject to continued board service |
| Annual Director RSU retainer | $320,000 grant-date value | Vests quarterly over 1 year from Dec 1 vest start date, subject to continued board service |
| Committee awards (RSUs) | Additional RSUs for committee chairs/members (values increased in Feb 2025; specific amounts shown in proxy graphic) | Included in single annual RSU grant; same vesting as annual award |
| Lead Independent Director award | Additional $50,000 RSUs (if applicable) | Included in single annual RSU grant; same vesting as annual award |
| Change-in-control treatment | For non-employee directors: full acceleration of vesting at change in control; performance awards deemed at target (if any) | Applies unless otherwise specified in award agreements |
| Clawback | All awards subject to PANW clawback policies and applicable laws | Administrator may require forfeiture/recoupment |
Fiscal 2025 grant-date fair value received by Hamers (as reported):
| Metric | FY2025 |
|---|---|
| Stock Awards (Grant-date fair value, ASC 718) | $925,247 |
| Total Director Compensation | $925,247 |
| RSUs Outstanding at 7/31/2025 | 5,171 RSUs |
Notes on award sizing and vesting mechanics:
- Initial award share count is sized by dividing $1,000,000 by the straight average closing price over the prior month; vest start date is the first day of the month containing the grant date .
- Annual awards are sized by dividing the sum of award values by the 30-day average closing price ending the trading day before the Annual Meeting; vest start date is December 1 of the grant year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | PANW discloses no compensation committee interlocks among its comp committee members; Hamers is not on that committee |
| Related party transactions | None for Hamers requiring disclosure under Item 404(a) at appointment |
Expertise & Qualifications
- Senior leadership experience as CEO of two multi-national financial institutions (UBS, ING), with extensive financial, risk management, international, and corporate governance experience .
- Led significant strategic and digital initiatives (e.g., “One UBS” strategy; ING digital transformation) .
- Skills matrix alignment includes financial, global/international, risk management, public company board experience, and emerging technologies/business models .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 9/15/2025) | 0 shares; <1% |
| RSUs held (as of 7/31/2025) | 5,171 RSUs (unvested) |
| Director ownership guidelines | 5x annual retainer within 5 years; as of 9/15/2025, all non-employee directors comply |
| Hedging policy | Directors prohibited from hedging PANW stock |
| Pledging policy | Pledging by directors prohibited absent prior Governance & Sustainability Committee approval; restrictive conditions apply |
| Shares pledged by Hamers | No pledges disclosed for Hamers in proxy |
Governance Assessment
- Independence and committee fit: Independent status with Audit and Security Committee memberships aligns with his finance and risk background; this supports board oversight of financial reporting and cybersecurity risk .
- Attendance and engagement: Board disclosed no attendance shortfalls ≥25% for Hamers; overall attendance threshold met in FY2025, indicating baseline engagement .
- Pay structure and alignment: Equity-only director pay (no cash) with time-based RSUs and meaningful initial grant fosters alignment; FY2025 award of $925,247 reflects partial-year timing following February appointment .
- Change-in-control terms and clawback: Full vesting for non-employee directors upon change in control and robust clawback application are standard but should be noted in evaluating potential windfalls .
- Ownership and policies: Beneficial ownership showed 0 shares as of 9/15/2025, but he held 5,171 unvested RSUs at 7/31/2025 and is covered by strict anti-hedging and restrictive pledging policies; the company reports all non-employee directors comply with ownership guidelines as of 9/15/2025 .
- Transition signal: Not standing for reelection and moving to an internal special advisor role for EMEA may deepen management ties while removing any ongoing director independence concerns; no related-party transactions disclosed at appointment .