F5 INC (FFIV)
Sector: Information Technology
2026 Annual Meeting Analysis
F5 INC · Meeting: March 12, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
CEO and director since April 2017; F5's 3-year total shareholder return of 95.1% outperforms the compensation peer group median of 30.7% by 64.4 percentage points, well above the 50-percentage-point threshold required to trigger a no vote under our policy, so no TSR concern applies; no overboarding (one outside public board seat); attends 75% or more of meetings; no familial relationships flagged.
Director since October 2022; F5's strong 3-year TSR outperformance versus peers clears the policy threshold; holds one outside public board seat (Cerence Inc.), well within the four-board limit; meets 75% attendance requirement; brings relevant cybersecurity and marketing expertise.
Director since September 2020; F5's 3-year TSR outperformance versus peers clears the policy threshold; holds one outside public board seat (U.S. Bancorp), well within limits; meets 75% attendance requirement; extensive financial services and CEO experience is relevant to F5's business.
Director since September 2023 (joined within roughly 24 months of this meeting, qualifying for the new-director exemption from the TSR trigger); holds one outside public board seat (Philip Morris International Inc.); audit committee financial expert with relevant telecommunications and technology CEO experience; no other policy flags triggered.
Director since October 2023 (within the 24-month new-director exemption window); holds two outside public board seats (Deere & Company and Xerox Corporation), within the four-board limit; strong telecommunications and technology CEO background relevant to F5; no other policy flags triggered.
Director since October 2024, well within the 24-month new-director exemption; no outside public board seats; designated audit committee financial expert with relevant SaaS and corporate finance background; no policy flags triggered.
Director since October 2024, well within the 24-month new-director exemption; no outside public board seats; designated audit committee financial expert (current CFO at Dell Technologies Client Solutions Group); no policy flags triggered.
Director since January 2019; F5's 3-year TSR outperformance versus peers clears the policy threshold by a wide margin; holds two outside public board seats (Pubmatic Inc. and Gainsight Inc.), within the four-board limit; SaaS CEO experience is directly relevant to F5's business; meets 75% attendance requirement.
All eight nominees pass our policy screens. F5's 3-year total shareholder return of 95.1% outpaces the compensation peer group median of 30.7% by 64.4 percentage points, far exceeding the 50-point threshold needed to trigger a no vote for strong-positive-TSR companies, so no director is flagged on performance grounds. Three directors joined within the past 24 months (Combes, Erwin, Gonzalez, McReynolds) and are exempt from the TSR trigger regardless. No director exceeds four public board seats, no non-independent directors sit on audit or compensation committees, no familial relationships with senior management are disclosed, and all directors met the 75% meeting attendance requirement.
Say on Pay
✓ FORCEO
François Locoh-Donou
Total Comp
$23,039,819
Prior Support
91%%
The CEO's total reported pay of approximately $23 million reflects a compensation program where roughly 80% of his target pay is variable and performance-based — well above the 50-60% threshold our policy requires — with the largest portion tied to multi-year equity awards that depend on revenue growth, earnings per share, and how F5's stock return compares to the S&P 500. The company delivered genuine operating results in fiscal year 2025: revenue grew 10% to $3.1 billion (the 24th consecutive year of revenue growth), GAAP net income rose 22%, and executives hit 93rd-percentile relative total shareholder return, causing performance stock awards to pay out at the maximum allowed level — outcomes that are consistent with shareholder experience over the same period. The prior year advisory vote received 91% approval, the pay program includes a meaningful clawback policy, prohibits hedging and repricing, and the Compensation Committee responded to shareholder feedback by extending performance-measurement periods, so no policy flags are triggered and a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm, appropriate for F5's $16 billion market cap and operational complexity. The proxy references a fee table for PwC but the actual dollar figures were not included in the text provided to us, so we cannot calculate the non-audit fee ratio; per our policy, when fee data cannot be confirmed we do not assume a no vote, and we note the absence of extractable fee data as a minor negative factor. Auditor tenure is also not stated in the portions of the proxy available to us; similarly, our policy requires confirmed tenure data before applying the tenure trigger, so no tenure-based concern is raised. No material financial restatements are disclosed. We recommend FOR with a note that shareholders who have access to the full fee table should verify that non-audit fees do not exceed 50% of audit fees.
Overall Assessment
F5's 2026 annual meeting presents a clean ballot: the director slate passes all policy screens given F5's strong 3-year total shareholder return of 95.1% (which outperforms the disclosed peer group median by 64 percentage points), the Say on Pay program is well-structured with a high proportion of performance-based pay that paid out in line with genuine company and stock performance, and PricewaterhouseCoopers is an appropriate Big 4 auditor for a company of this size (though shareholders should verify the fee table directly since the dollar amounts were not available in the text provided). The one proposal outside our current policy coverage is the new equity incentive plan, for which no recommendation is made.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing