Palo Alto Networks Inc DEF 14A, filed Nov 7, 2025

Palo Alto Networks Inc (PANW)

DEF 14A 2025-11-07 For: 2025-12-09

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Added on June 12, 2026

About this DEF 14A

Palo Alto Networks Inc filed this DEF 14A on November 7, 2025.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


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☐			Preliminary Proxy Statement
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☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


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			HOW TO VOTE
						Online
			Visit www.proxyvote.com prior to the Annual Meeting, 24 hours a day, seven days a week.
						By Phone
			Call the phone number located on the accompanying proxy card or voting instruction form.
						By Mail
			Complete, sign, date and return the accompanying proxy card or voting instruction form in the envelope provided.
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			Scan the QR code on your voting materials to vote with your mobile device


3	Letter from our Chair
6	Letter from our Lead Independent Director
8	Notice of 2025 Annual Meeting of Shareholders
11	About Us
14	Our Board at a Glance
17	Our Corporate Governance at a Glance
18	Shareholder Engagement at a Glance
19	Executive Compensation at a Glance
	19	Our Compensation Best Practices
	20	Significant At-Risk Compensation
21	Corporate Responsibility at a Glance
22	Proxy Roadmap
23	Corporate Governance
	23	Corporate Governance Highlights
	24	Board Responsiveness to Shareholders
	27	Leadership Structure
	30	Board Committees and Responsibilities
	35	Annual Board and Committee Self-Evaluations
	37	Board’s Role in Strategy Oversight
	37	Board’s Role in Risk Oversight
	39	Select Oversight Areas
	40	Enterprise Risk Management Program
	41	Succession Planning
	41	Communications with the Board of Directors
	42	Corporate Governance Guidelines and Code of Business Conduct and Ethics
	42	Compensation and People Committee Interlocks and Insider Participation
43	Corporate Responsibility
	43	Overview
	43	Board Oversight
	45	Advancing Environmental Sustainability
	46	Investing in People
	47	Operating with Integrity
49	Voting Roadmap
51		Proposal No. 1 Election of Directors
	52	Director Tenure and Refreshment
	52	Board Makeup
	53	Board Skills and Experience Matrix
	54	Directors
	65	Identification and Evaluation of Director Nominees
	66	Director Independence
	66	Director Compensation
	68	Director Stock Ownership Guidelines
	68	Director Attendance




For important information regarding our use of forward-looking statements, please see page 10 of this Proxy Statement.


						14 Meetings with investors Representing 35% of our outstanding shares, while offering meetings to investors representing 45% of our outstanding shares (each as of June 30, 2025).


69		Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
	69	Fees Paid to the Independent Registered Public Accounting Firm
	69	Auditor Independence
	70	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
	71	Report of the Audit Committee
72		Proposal No. 3 Advisory Vote on the Compensation of our Named Executive Officers
73	Executive Compensation
	73	Letter from our Compensation and People Committee
	76	Compensation Discussion and Analysis
	81	We Continue to Meet Our Commitments
	82	Compensation-Setting Process
	85	CEO and Other NEO Pay Mix for Fiscal 2025
	104	Fiscal 2026 Compensation Decisions
	105	Other Aspects of Our Executive Compensation Programs
	110	Report of the Compensation and People Committee
	111	Executive Compensation Tables
	126	Executive Officers
128		Proposal No. 4 Amendment to Our 2021 Equity Incentive Plan
	128	Why Should Shareholders Vote to Approve the Amendment to the 2021 Plan?
	132	Summary of the 2021 Plan
140		Proposal No. 5 Shareholder Proposal – Impact of Share Repurchases on Performance Metrics
	140	Shareholder’s Proposal and Supporting Statement
	141	Company Opposing Statement
143		Proposal No. 6 Shareholder Proposal – Elect Each Director Annually
	143	Shareholder’s Proposal and Supporting Statement
	144	Company Opposing Statement
146	Security Ownership of Certain Beneficial Owners and Management
148	Related Person Transactions
149	About the Annual Meeting
155	Other Matters
	155	Delinquent Section 16(a) Reports
	155	Fiscal 2025 Annual Report and SEC Filings
156	Appendix A
	156	Calculation of Billings and Organic Operating Margin
	157	Calculation of Adjusted Operating Income and Operating Margin and Non-GAAP Net Income Per Diluted Share
	158	Non-GAAP Financial Measures and Other Key Metrics
159	Appendix B
	159	Amended and Restated 2021 Equity Incentive Plan



		Forward-Looking Statements This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical or current facts, including statements regarding our future prospects, expectations regarding the proposed acquisition of CyberArk Software Ltd., corporate responsibility matters and plans, governance matters and plans, and executive compensation programs and plans, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “continue,” “estimate,” “expects,” “future,” “intends”, “may,” “plan,” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ materially from those expected or implied in any forward-looking statement include, but are not limited to those discussed in the section titled “Risk Factors” in our 2025 Annual Report on Form 10-K, our Registration Statement on Form S-4 (File No. 333-290235), and other filings we may file with the SEC from time to time. Unless otherwise provided herein, all statements in this Proxy Statement are as of the date of the filing of this Proxy Statement, and we do not assume any obligation to update forward-looking statements. References to our website in this Proxy Statement are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this Proxy Statement. In this Proxy Statement, the terms “the Company,” “we,” and “our” refer to Palo Alto Networks, Inc. and the term “Board” refers to the Board of Directors of Palo Alto Networks, Inc. To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the Letters from our Chair, our Lead Independent Director and our Compensation and People Committee, and the sections of this Proxy Statement titled “Report of the Audit Committee” and “Report of the Compensation and People Committee” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing. Note on per share figures After the close of trading on December 12, 2024, we effected a two-for-one stock split. Accordingly, all share and per-share amounts presented in this Proxy Statement have been retroactively adjusted to reflect the stock split.
Highlights
14	Our Board at a Glance
17	Our Corporate Governance at a Glance
19	Executive Compensation a t a Glance
49	Voting Roadmap
53	Board Skills and Experience Matrix
73	Letter from our Compensation and People Committee
76	Compensation Discussion and Analysis
128	Amendment to Our 2021 Equity Incentive Plan





			About Us Our Company Palo Alto Networks® is a global cybersecurity provider with a vision of a world where each day is safer and more secure than the one before. We were incorporated in Delaware in 2005 and are headquartered in Santa Clara, California. Our principal executive offices are located at 3000 Tannery Way, Santa Clara, CA 95054. Our mission is to be the cybersecurity partner of choice for enterprises, organizations, service providers, and government entities to protect our digital way of life. Our cybersecurity platforms and services help secure enterprise users, networks, clouds, and endpoints by delivering comprehensive cybersecurity backed by artificial intelligence and automation. A key element of our strategy is to help our customers simplify their security architectures through consolidating disparate point products. We execute on this strategy by developing our capabilities and packaging our offerings into platforms which are able to cover many of our customers’ needs in the markets in which we operate. Our platformization strategy combines various products and services into a tightly integrated architecture for more secure, faster and cost-effective outcomes. We focus on delivering value across four sectors of the cybersecurity industry: Network Security, Cloud Security, Security Operations, and Threat Intelligence and Advisory Services.


Recognized in “Top 100 Global Most Loved Workplaces” by Newsweek (2025)	Recognized in “America’s Best Large Employers” by Forbes (2025)	Recognized in multiple categories including Company Outlook, Leadership, Engineering, and Women by Comparably (2025)



Our Fiscal 2025 Highlights Our strategic approach and disciplined execution has delivered another year of exceptional financial results for our shareholders. Highlights include: •Total revenue increased to $9.22 billion, by 15% year over year •Next-Generation Security annual recurring revenue, or “NGS ARR”, increased to $5.58 billion, by 32% year over year(1) •Remaining performance obligations, or “RPO”, increased to $15.8 billion, by 24% year over year •Non-GAAP net income per diluted share (“Non-GAAP EPS”) increased to $3.34, by 18% year over year(2) •Driving innovation with several new offerings, including Prisma® Access Browser 2.0, Cortex Cloud™, Prisma AIRS™ and Cortex XSIAM® 3.0 •Capitalizing on industry inflection points with our acquisition of Protect AI, Inc. for AI security, and our proposed acquisition of CyberArk Software Ltd. (“CyberArk”), to enter the Identity Security space following the closing of the proposed transaction


Total Revenue ($ in billions)			NGS ARR ($ in billions)

RPO ($ in billions)			Non-GAAP Earnings Per Diluted Share(2) ($)


1
	BOARD COMPOSITION	See Page 52
	•Consider candidates and nominees in light of current skill sets and needs of the Board •Candidates and nominees evaluated for their expertise, experience, leadership and background •Balance the background and experience of the Board, considering the background of candidates and nominees on broad principles such as the ability to improve the breadth of perspective and expertise •Appointed two new directors in fiscal 2025, who have brought unique insights to the global reach of our company •Annual assessment of Board composition against anticipated future needs, including succession planning

2
	BOARD LEADERSHIP AND STRUCTURE	See Page 27
	•Board leadership structure reviewed annually •Clearly defined roles for Board leadership •Strong Lead Independent Director, who leads executive sessions of the Board •Strong Board independence, with nine independent directors •Fully independent Audit Committee, Compensation and People Committee, and Governance and Sustainability Committee, with frequent and robust executive sessions •Strong partnership between Chair and Lead Independent Director

3
	BOARD EFFECTIVENESS	See Page 35
	•Annual Board evaluation process led by the Lead Independent Director and includes assessments and reviews of the Board, committees and individual directors •Director orientation and continuing director education •High standards of corporate governance •Board meeting agendas set by Chair in collaboration with Lead Independent Director

4
	ENGAGED OVERSIGHT	See Page 37
	•Frequent review of oversight during the year, including in respect of significant risks in: ◦Financial reporting, internal controls over financial reporting, and enterprise risk relating to financial matters (Audit Committee) ◦Culture, employee retention and human capital management (Compensation and People Committee) ◦Corporate governance and corporate responsibility (Governance and Sustainability Committee) ◦Security and cybersecurity (Security Committee) •Mergers, acquisitions and other strategic transactions (Corporate Development Committee) •Engaged in setting corporate strategy •Engaged in management succession planning to ensure next generation of leadership •Strong Lead Independent Director, who actively engages in management oversight and CEO evaluation

5
	BOARD ACCOUNTABILITY	See Page 24
	•Transparent lines of accountability to our shareholders •A robust and interactive shareholder engagement program based on dialogue, transparency and responsiveness to shareholder feedback •Implement changes in response to shareholder feedback, such as: ◦Adopting majority voting for uncontested elections of directors, including a resignation policy if a director does not receive a majority of the vote ◦Several changes to our executive compensation program design, such as reducing maximum potential payouts while ensuring deep alignment to our business strategies and pay-for-performance philosophy •Appropriate director compensation structured in a manner that is aligned with shareholder interests and informed by market data provided by our independent compensation consultant



			Fiscal 2025 Executive Compensation Program Changes

			Maximum payout of performance-based restricted stock units (“PSUs”) has been lowered by 33.3% from 600% to 400% of the target number of PSUs for outstanding PSUs Updated the financial measures in our PSUs, including the remaining performance periods for outstanding PSUs, to tightly align with our strategies and pay for performance philosophy—using NGS ARR to focus on platformization, and adding annual Non-GAAP EPS as an equally-weighted second financial measure to focus on profitability			Clearly identified the threshold performance levels for each financial measure that is required for funding and payout of the cash incentive plan as achieving a level of at least 10% below target for each financial performance measure Added a new commitment to not grant Mr. Arora, our Chief Executive Officer, additional one-time equity awards with vesting or performance metrics that would overlap with the one-time PSU retention award granted to him in June 2023

			New for Fiscal 2026 Performance-Based Equity Program

			Relative total shareholder return modifier target for a 1.0x modifier achievement has been increased to the 55th percentile rank from the 50th percentile rank			For the NGS ARR performance measure, the maximum achievement of 300% now requires exceeding the target by at least $400 million instead of $300 million—an increase of 33.3%—while the threshold for no payout has similarly been lowered to being below target by at least $400 million



BOARD CORPORATE GOVERNANCE PRACTICES AND SHAREHOLDER RIGHTS INCLUDE:

Majority voting for uncontested elections of board members, with an associated resignation policy Strong Lead Independent Director Board composed of 82% independent directors 100% Independent Audit Committee, Compensation and People Committee, and Governance and Sustainability Committee Annual review of Board leadership structure Board refreshment Changes in director circumstances actively assessed Board and Committee access to management Annual Board and Committee Evaluations Independent compensation consultant Board and Committee authority to retain outside advisors Board and Committee risk oversight Board Continuing Education Program No "Poison Pill" Single Class of Shares			Board-level Security Committee with oversight over security issues, including cybersecurity Annual review of Committee charters and governance policies Fair director compensation practices Active Board oversight of management succession Active management of director conflicts of interest Annual “Say-on-Pay” vote Continuous shareholder engagement program Stock ownership guidelines for directors and executive officers Code of Business Conduct and Ethics for Directors, Officers and Employees Anti-Hedging Policy Restrictive Pledging Policy SEC and Nasdaq-compliant Compensation Recovery Policy and an additional Clawback Policy Regular meetings of independent directors without management present Proxy Access Bylaws


WHAT WE HEARD OVER THE YEARS			HOW WE RESPONDED

Board Governance Classified Board, dual role of CEO and Chairman and annual election of all Board members			•Adopted a majority voting requirement for uncontested elections of directors, including a resignation policy in the event a director does not receive a majority of the vote •Annual review of our Board leadership structure, including whether an independent director should be the Chair of our Board •Maintaining a strong Lead Independent Director •Annual review to determine whether maintaining a classified Board is appropriate for our Company •Annual survey of the members of our Board and self-evaluation of the Board and its committees •Added two new independent directors in 2025, further demonstrating our commitment to independent director oversight


Board Oversight of Risks, Including Cybersecurity and Corporate Responsibility Risks How the Board is addressing oversight of increased, varied and new risks			•Reallocated Corporate Responsibility matters among our Board committees, clearly identifying the responsibilities of each Committee •Formed a Security Committee of our Board to enhance oversight over security issues facing our Company, including cybersecurity, which is now chaired by our Chief Product and Technology Officer providing deep technical expertise and leadership •Reconstituted our Nominating and Corporate Governance Committee as the Governance and Sustainability Committee to enhance the Board’s oversight of Corporate Responsibility matters •Appointed Lorraine Twohill as co-Chair of our Governance and Sustainability Committee •Added additional disclosure in this Proxy Statement relating to Board oversight


Board Refreshment The duration of Board service by certain long-standing directors, and the makeup of the Board and the rationale therefore			•Since the 2024 annual meeting of shareholders, we appointed three new directors •Since April 2019, we appointed six new independent directors, five of whom are currently serving on the board •Expanded disclosure in our Proxy Statement of the rationales as to why each of our directors continue to serve on our Board


Shareholder Engagement Continued investor outreach on executive compensation, Corporate Responsibility, and other matters of interest to our shareholders			•Conducted extensive shareholder and investor outreach •In fiscal 2025, engaged in discussions with shareholders holding 53% of our outstanding shares, as of June 30, 2025 •In fiscal 2025, our Lead Independent Director participated in 14 meetings, engaged in discussion with shareholders holding 35% of our outstanding shares, and offered meetings to 45% (each, as of June 30, 2025) •Modified our executive compensation program as a result of shareholder feedback


STAKEHOLDER FEEDBACK			HOW WE RESPONDED

Corporate Responsibility Initiatives and Disclosures We heard from stakeholders over the years that they would like to see more information about how we develop and manage our corporate responsibility programs			•Publish an annual Corporate Responsibility Report with details on our programs and progress •Added more disclosure in our Annual Report on Form 10-K and our Proxy Statement describing our corporate responsibility programs •Communicated our decarbonization pathway, that includes operational efficiencies, procuring 100% renewable energy, and reducing emissions •Detailed our comprehensive approach to attract, hire, onboard, enable, listen to, and engage employees, in order to enable a workforce that is high-performing and innovative •Outlined Responsible AI Principles in our Responsible Use of Artificial Intelligence Policy that guides our development and use of AI technologies, both within our products and services and across our business operations •Operationalized our corporate responsibility governance structure through a cross-functional Corporate Responsibility Steering Committee, which reports regularly to our Corporate Responsibility Executive Council and the Board


Executive Compensation Prioritize and ensure the retention of Chief Executive Officer and executive leadership, stand by our pay-for-performance philosophy and the commitments made in our 2024 Proxy Statement relating to our executive compensation program and enhanced disclosure, reduce stock-based compensation expense as a percentage of revenue, and continue to be responsive to shareholder input on our executive compensation program			•Incentivized our Chief Executive Officer and executive leadership to remain at the Company for the long term to enhance our prospects of delivering sustained shareholder value •Committed not to grant our Chief Executive Officer additional one-time equity awards of any variety with vesting or performance metrics that would overlap with the one-time performance-based restricted stock unit retention award granted to him in June 2023 •100% of the equity awards granted to our NEOs in fiscal 2025 were performance-based, with different performance targets than the cash incentive plan •Maintained our robust stock ownership guidelines for our NEOs, including our Chief Executive Officer •Maintained a Corporate Responsibility modifier to our cash incentive plan, and in response to shareholder feedback, expanded our disclosure in our proxy statement to include data regarding the scorecard measures •Maintained a one-year post-vesting holding period for all NEOs, including our Chief Executive Officer, subject to limited exceptions for equity grants made as part of first becoming an executive officer •Reduced stock-based compensation expense as a percentage of revenue from 21.8% in fiscal 2021 to 14.1% in fiscal 2025 •For fiscal 2025, we meaningfully redesigned executive performance-based equity awards (“PSUs”) to reduce the maximum payout by 33.3%, and update the financial measures to align with our strategy and drive balanced focus on platformization and profitability •For fiscal 2026, we again refined our executive PSUs, providing that the maximum achievement of 300% requires exceeding the target NGS ARR for the particular fiscal year by at least $400 million–an increase of 33.3%—and that a target relative TSR modifier of 1.0x is only achieved if our three-year TSR is at the 55th percentile rank



			OVERVIEW OF LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES The responsibilities of the Lead Independent Director are well-defined. The Lead Independent Director engages in regular communication between the independent directors and Mr. Arora, keeping Mr. Arora apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Arora on other matters pertinent to the Company and the Board. As part of the Board’s annual review and evaluation, the Board further defined the role and responsibilities of our Lead Independent Director to include: •Presiding at meetings of the Board at which the Chair is not present, including calling and presiding over executive sessions of the independent directors. •Serving as liaison between the Chair and the independent directors. •Developing agendas for Board meetings in collaboration with the Chair, communicating with independent Board members to ensure that matters of interest are being included on agendas for Board meetings, and ensuring adequate time is allocated for Board discussions. •Communicating with independent Board members and with management to affirm that appropriate briefing materials are being provided to Board members sufficiently in advance of Board meetings to allow for proper preparation and participation at meetings. •Ensuring the Board exercises appropriate risk management oversight, including providing direction related thereto to management. •Having the authority to call meetings of the independent directors . •Preparing agendas for meetings of the independent directors. •Organizing and leading the Board’s evaluation of the Chief Executive Officer. •Leading the Board’s annual self-evaluation and assessing areas of current and future improvement in Board performance. •If requested by major shareholders, ensuring that he is available, as necessary, for consultation and direct communication.


●			Member
			Committee Chair or Co-Chair
**			Lead Independent Director
*			Independent Director
			Financial Expert


ACTION ITEM			ANNUAL BOARD AND COMMITTEE ASSESSMENT

Assessments and Discussions			Each director completes a survey to evaluate the Board and a separate survey for each committee on which they serve. Topics covered include, among others: •Board size, composition, background, independence, and expertise •Board culture, effectiveness, initiative, and strategic focus •Board committee structure, membership, independence, responsibilities, and performance •Board leadership structure •Board education •Board committee processes, including number of meetings, time allotted, sufficiency of executive sessions, and availability of management •Risk oversight, access to information, and ethics •Relationship with management, access to management, and management responsiveness •Corporate governance policies and procedures •Board and management succession planning •Lead Independent Director meets individually with members of Board at least biennially to evaluate the Board and its committees


Analysis and Discussion			Results of these surveys are analyzed and processed as follows: •Our General Counsel reviews and summarizes the responses from each director’s assessments for the Chair, the Lead Independent Director, and each committee chair •Results are reviewed and robustly discussed with the full Board and each committee •Each director participates in a one-on-one, open ended interview facilitated by the Lead Independent Director to discuss the results of the evaluations, and solicits input and feedback on the performance and effectiveness of the Board and its committees •Directors are encouraged to provide ongoing feedback in addition to the annual self-assessment


Incorporation of Feedback and Action Planning			These self-evaluations show that our Board and its committees operate effectively and help ensure continued effectiveness. These evaluation processes have led to various refinements over recent years, including, for example: •Ensuring the responsibilities of our Board committees are well defined, including with the establishment of our Security Committee for dedicated risk oversight of security matters, and reconstitution of the Governance and Sustainability Committee to oversee Corporate Responsibility matters •Ensuring the Board and committee agendas continue to be focused on the Company’s key strategic priorities •Increasing Board focus on succession planning and Board refreshment •Prioritizing regular director education regarding our industry, the industry landscape, and current events, including the impact of rapidly evolving technology, such as AI





Annually holds a strategy offsite, receiving detailed presentations from, and engagement with, senior management across the Company	Annually reviews and approves the Palo Alto Networks operating plan	Quarterly engagement with senior management on critical business matters that tie to our overall strategy	Regularly interacts with the next generation of leadership to ensure the talent pipeline remains inclusive and up to the task



			Enterprise Risk Management			The Audit Committee reviews overall risk exposures as presented to the Board, considers input from external advisors to assess and oversee identification and management of risks, and reviews allocation of responsibilities between the Board and management. In addition, the Audit Committee, at each quarterly meeting, discusses with management risks and steps management has taken to monitor, control and mitigate exposures. The Audit Committee also reviews periodic and annual reports on a quarterly basis for the sufficiency of risk factors and known trends and uncertainties disclosure.


			Internal Audit			The Audit Committee oversees the internal audit function, receiving quarterly status reports and annual internal plan reviews and on a regular basis, meets separately with the head of the internal audit function to discuss any issues warranting additional attention.


			Cybersecurity			The Security Committee oversees our management of cybersecurity and information security risk. The Security Committee receives quarterly reports from management about the prevention, detection, mitigation and remediation of cybersecurity incidents. Our Security Committee directly oversees our cybersecurity program and receives regular updates from management on cybersecurity risk.


			Artificial Intelligence			The Board, in coordination with the Security Committee and the Governance and Sustainability Committee, is responsible for overseeing our AI governance program, which is focused on the responsible development and use of our AI products and services. In fiscal 2024, the Governance and Sustainability committee adopted our Policy for Responsible Use of AI.


			Compensation Strategy			The Compensation and People Committee annually reviews and determines executive compensation and reviews and approves executive goals and objectives, reviews and administers cash, equity incentive, and benefits plans and reviews and approves the Compensation Discussion and Analysis included in the annual proxy statement. In addition, the Compensation and People Committee assesses and monitors whether compensation policies and programs have the potential to encourage excessive or inappropriate risk-taking.


			Corporate Responsibility			The Board oversees our Corporate Responsibility strategy, developed and implemented by our senior leadership team. The Governance and Sustainability Committee reviews and discusses with management on a quarterly basis the Company’s Corporate Responsibility program, initiatives and progress against goals. In addition, the Audit Committee reviews and discusses with management at least annually, risks related to Corporate Responsibility, legal, regulatory and internal ethics compliance, as well as the controls and procedures supporting the Company’s financial disclosures.


			Human Capital Management			The Compensation and People Committee annually reviews executive officer goals and objectives, including attrition levels, annual internal pay equity reviews, and reviews talent management and development, culture, employee engagement and inclusion strategy.


			Board Refreshment and Leadership Structure			The Governance and Sustainability Committee develops and administers the director nominations process, reviews and recommends to the Board the appropriate size and composition of the Board and its leadership structure and oversees Board succession planning.




Multi-Lens Approach to Enterprise Risk Management Total Shareholder Return Risk to our revenue growth, reputation with investors, operating margin and free cash flow, and capital structure Global Risk and Compliance Updates to risks, priorities and challenges relevant to the function Macro or Emerging Risks Implications of changes in macro environment



			Developing the Company’s Next Generation of Leaders


			Monitoring of careers to ensure appropriate exposure to our Board and our business


			Additional engagement on broader leadership pipeline for key roles across the Company



			BOARD OF DIRECTORS

			Approves priorities, provides guidance and oversight, and monitors performance in key areas of our corporate responsibility programs Board Chair and Chief Executive Officer Governance and Sustainability Committee





			CORPORATE RESPONSIBILITY EXECUTIVE COUNCIL

			Sets corporate responsibility strategy, objectives and initiatives, and oversees corporate-wide program implementation Chief Executive Officer Chief Financial Officer Chief People Officer General Counsel





			CORPORATE RESPONSIBILITY STEERING COMMITTEE

			Recommends strategies and leads implementation of corporate responsibility programs Chair: Senior Director, Global Corporate Responsibility Senior Director, Hardware Engineering Senior Director, SOX and External Reporting Assurance SVP, Chief Accounting Officer SVP, Investor Relations and Strategic Finance VP, Deputy General Counsel, Corporate VP, Deputy General Counsel, Ethics and Compliance VP, Global People VP, Global Places and Security VP, Internal Audit VP, Worldwide Operations


Recognized in “Top 100 Global Most Loved Workplaces” by Newsweek (2025)	Recognized in “America’s Best Large Employers” by Forbes (2025)	Recognized in multiple categories including Company Outlook, Leadership, Engineering, and Women by Comparably (2025)



DIRECTOR TENURE* 8.0 years (independent directors) 7.2 years (all directors) Since beginning of 2019: 6 new independent directors (5 of whom are currently serving) BOARD INDEPENDENCE* 82% of our directors are independent
* Board statistics shown above and discussed on this page under “—Director Tenure and Refreshment” are measured as of August 15, 2025 and are inclusive of Mr. Hamers who is not standing for reelection at the Annual Meeting.




						Industry and IT/Technical Expertise Deep insight in the cybersecurity and IT technology industry to oversee our business and the risks we face																																							6
						Senior Leadership Experience Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations, policies and risk oversight																																							11
						Financial Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes																																							9
						Backgrounds and Experiences Backgrounds and experiences providing unique perspectives and enhancing decision-making																																							11
						Cybersecurity / Information Security / Security Expertise to oversee cybersecurity, privacy, and information security management and risk																																							6
						Sales, Marketing and Brand Management Experience Sales, marketing, and brand management experience to provide expertise and guidance to grow sales and enhance our brand																																							6
						Global/International Experience Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business																																							10
						Risk Management Experience in risk oversight and management																																							11
						Emerging Technologies and Business Models Experience Experience identifying and developing emerging technologies and business models to advise, analyze and strategize regarding emerging technologies, business models and potential acquisitions																																							9
						Human Capital Management Experience attracting and retaining top talent to advise and oversee our people and compensation policies in our competitive environment																																							11
						Public Company Board Experience and Corporate Governance Experience to understand the dynamics and operation of a public company, and corporate governance requirements and compliance																																							11


Director	Stock Awards(1)	Total
Aparna Bawa(2)	$381,185	$381,185
John M. Donovan(2)	$425,618	$425,618
Carl Eschenbach(2)	$346,497	$346,497
Dr. Helene D. Gayle(2)	$356,630	$356,630
James J. Goetz(3)	$—	$—
Ralph Hamers	$925,247	$925,247
Rt Hon Sir John Key(2)	$390,929	$390,929
Mary Pat McCarthy(2)	$381,185	$381,185
Helle Thorning-Schmidt	$925,247	$925,247
Lorraine Twohill(2)	$361,308	$361,308


PROPOSAL NO. 2 Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our financial statements for our fiscal year ending July 31, 2026. EY has served as our independent registered public accounting firm since 2009. At the Annual Meeting, our shareholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending July 31, 2026. Our Audit Committee is submitting the selection of EY to our shareholders because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from our shareholders. Notwithstanding the selection of EY and even if our shareholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be in the best interests of Palo Alto Networks and its shareholders. If our shareholders do not ratify the appointment of EY, our Audit Committee may reconsider the appointment. Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees for professional audit services and other services rendered to our Company by EY for our fiscal years ended July 31, 2024 and 2025.

	2024	2025
Audit Fees(1)	$6,980,000	$7,059,000
Audit-Related Fees(2)	—	$16,000
Tax Fees(3)	$1,347,000	$1,399,000
All Other Fees(4)	11,000	$12,000
Total	$8,338,000	$8,486,000

(1)Audit Fees consist of professional services rendered in connection with (a) the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K, (b) review of our quarterly consolidated financial statements presented in our Quarterly Reports on Form 10-Q, (c) professional services provided for new and existing statutory audits of subsidiaries or affiliates of the Company, and (d) other regulatory filings. (2)Audit-Related fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include acquisition due diligence services, technical accounting guidance and other attestation services. (3)Tax Fees consist of fees for professional services for federal, state and international tax compliance and tax planning. (4)All Other Fees includes fees for professional services other than these services reported above. These services specifically relate to subscriptions to an accounting regulatory database. Auditor Independence In our fiscal year ended July 31, 2025, there were no other professional services provided by EY that would have required our Audit Committee to consider their compatibility with maintaining the independence of EY.



						CD&A HIGHLIGHTS •Our fiscal 2025 executive compensation programs align with recognized best practices •For fiscal 2025, our NEOs led us to delivering impressive financial results for our shareholders with record totals in total revenue of $9.22 billion, NGS ARR of $5.58 billion, RPO of $15.8 billion, and Non-GAAP EPS of $3.34 •We continued our disciplined focus on our platformization strategy, which has underscored our financial results and we expect will continue to drive us toward delivering on our long-term financial performance goals and enhanced value for our customers and shareholders •We remained at the forefront of innovation through the introduction of new offerings, including Prisma Access Browser 2.0, Cortex Cloud, Prisma AIRS, and Cortex XSIAM 3.0 •We made strategic decisions to capitalize on the inflection point in the cybersecurity industry being caused by generative and agentic artificial intelligence (“AI”) through our acquisition of Protect AI, Inc., accelerating our AI security offerings, and our proposed acquisition of CyberArk Software Ltd. (“CyberArk”), which will mark our entry into the Identity Security space following the closing of the proposed transaction •We engaged in discussions with shareholders holding 53% of our outstanding shares as of June 30, 2025, with a focus on the topics that mattered to them, including our executive compensation program •We implemented meaningful changes to our executive compensation programs, particularly our equity compensation program to address shareholder feedback •We followed through on the commitments we made to our shareholders in our 2024 Proxy Statement


						•Pay for performance is a cornerstone of our compensation philosophy. We balance our strong pay-for- performance compensation philosophy – where the vast majority of our Chief Executive Officer and other NEO compensation is at-risk and performance-based – with our need to recruit, incentivize, and retain talented executives in a highly competitive market. The result is an executive compensation program that is significantly weighted toward at-risk compensation tied to our financial and operational performance.



			Continuous Innovation to Transform and Accelerate our Strategy

			Network Security •OT Security - introduced new features, powered by Precision AI™ to help safeguard all operational technology (OT) environments •Prisma SASE - added new advanced features, such as endpoint data loss prevention, to provide practice measures against insider threats, and Prisma SASE 5G to secure 5G connectivity •Prisma Access Browser 2.0 - the worlds first SASE-native secure browser added new capabilities designed to secure generative AI usage, improve user experience and enhance operational resilience in a modern workplace •Prisma AIRS - a comprehensive AI security platform designed to protect the entire enterprise AI ecosystem—AI apps, agents, models, and data—that we believe will be accelerated by our acquisition of Protect AI


			Security Operations and Cloud Security •Cortex XSIAM 3.0 - enabling customers to stop attacks at scale using AI-driven threat defense with Cortex Exposure Management and Advanced Email Security •Cortex Cloud - introduced the next version of Prisma Cloud to natively bring together its leading cloud native application protection platform (CNAPP) and cloud detection and response (CDR) capability on a unified Cortex platform.


PSU TOTAL PAYOUTS FOR RECENT COMPLETED PSU PERFORMANCE PERIODS(1)			PSU CURRENT TRACKING FOR COMPLETED FINANCIAL PERFORMANCE PERIODS(2)