Palo Alto Networks

(d) Appointment of New Director On May 13, 2021, the Board of Directors (the “Board”) of Palo Alto Networks, Inc., a Delaware corporation (the “Company”), appointed Aparna Bawa to the Board to serve as a Class III director whose term expires at the annual meeting to be held in 2023. In addition, the Board appointed Ms. Bawa to the Audit Committee of the Board. Ms. Bawa, age 45, has served as the Chief Operating Officer and Interim Chief Legal Officer of Zoom Video Communications, Inc., a video communications company, since May 2020. Ms. Bawa served as Zoom’s Chief Legal Officer from August 2019 to May 2020, its General Counsel from September 2018 to May 2020 and its Secretary from December 2018 to November 2020. Prior to Zoom Video Communications, Ms.

On March 15, 2021, Luis Felipe Visoso notified Palo Alto Networks, Inc. (the “Company”) of his intention to resign from his position as Chief Financial Officer of the Company, to pursue another opportunity. Mr. Visoso stayed on as the Company’s Chief Financial Officer through March 17, 2021. On March 17, 2021, the Company’s Board of Directors (the “Board”) appointed Dipak Golechha, age 46, as the Company’s Executive Vice President, Chief Financial Officer, effective March 17, 2021 (the “Effective Date”). Mr. Golechha joined the Company in December 2020 as Senior Vice President, Finance. Prior to joining the Company, from August 2020 until December 2020, Mr. Golechha served as senior advisor at Boston Consulting Group, a management consulting firm. From December 2016 to April 2020, Mr.

(d) Appointment of New Directors On February 17, 2021, the Board of Directors (the “Board”) of Palo Alto Networks, Inc., a Delaware corporation (the “Company”), appointed Dr. Helene D. Gayle to the Board, effective May 25, 2021, to serve as a Class II director whose term expires at the annual meeting to be held in 2022 and as a member of the Nominating and Corporate Governance Committee. Dr. Gayle, age 65, has served as President and Chief Executive Officer of The Chicago Community Trust, a community foundation dedicated to improving the Chicago region through strategic grant making, civic engagement and inspiring philanthropy, since 2017. Dr.

On December 7, 2020, Palo Alto Networks, Inc. (the “Company”) and Luis Visoso, the Company’s Chief Financial Officer, entered into an addendum to Mr. Visoso’s employment offer letter with the Company, dated June 19, 2020 (the “Addendum”). The Addendum provides for a one-time grant of a performance-based stock option to purchase 182,659 shares of the Company’s common stock that results in an approximate aggregate grant date fair value for financial accounting purposes of $15,000,000 (the “Performance Option”). On December 5, 2020, the Compensation Committee approved the grant of the Performance Option under the company’s equity incentive plan (the "Plan") in order to align Mr. Visoso’s equity compensation package with long-term performance measures similar to those previously granted to the Company’s other named executive officers (the “NEOs") and to further incentivize him.

(b) On October 13, 2020, Daniel J. Warmenhoven informed Palo Alto Networks, Inc. (the “Company”) that he will not stand for re-election to the board of directors of the Company (the “Board”) at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Mr. Warmenhoven’s decision was not based on any disagreement with the Company or management. We and our Board greatly appreciate Mr. Warmenhoven’s service and thank him for his contributions to the Company. Mr. Warmenhoven has been a member of the Board since 2012 and will remain on the Board until the 2020 Annual Meeting.

As previously disclosed in a Form 8-K filed by Palo Alto Networks, Inc. (the “Company”) on June 22, 2020, Kathy Bonanno, the Company’s Executive Vice President, Chief Financial Officer, notified the Company on June 16, 2020 of her intention to resign from her position at the Company to pursue another opportunity. Ms. Bonanno will continue to serve as the Company’s Chief Financial Officer until June 30, 2020. Thereafter, Ms. Bonanno has agreed to assist with transitional matters and will remain with the Company as a non-executive employee until July 31, 2020, to ensure a smooth transition. On June 22, 2020, the Company’s Board of Directors (the “Board”) appointed Luis Felipe Visoso, age 51, as the next Chief Financial Officer, effective July 1, 2020. Prior to joining the Company, from January 2020 until June 2020, Mr.

On June 16, 2020, Kathy Bonanno notified Palo Alto Networks, Inc. (the “Company”) of her intention to resign from her position as Executive Vice President, Chief Financial Officer of the Company, to pursue another opportunity. Ms. Bonanno agreed to stay on as the Company’s Chief Financial Officer until July 31, 2020.

of Form 8-K, Palo Alto Networks, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to amend the Company’s Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on April 15, 2019 (the “Original Filing”), to disclose the subsequent appointment of Rt Hon Sir John Key and Lorraine Twohill to committees of the Company’s board of directors (the “Board”). Sir John Key and Ms. Twohill’s initial appointments to the Board were disclosed in the Original Filing. At the time of the Original Filing, the Board had not determined to which committees, if any, Sir John Key and Ms. Twohill would be appointed. Except as stated herein, the Original Filing shall remain in effect. In addition, we are disclosing recent changes to the composition of the Company’s Board committees and lead independent director.

(b) On October 16, 2019, Sridhar Ramaswamy informed Palo Alto Networks, Inc. (the “Company”) that he will not stand for re-election to the board of directors of the Company (the “Board”) at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). Mr. Ramaswamy’s decision was not based on any disagreement with the Company or management. Mr. Ramaswamy has been a member of the Board since 2017 and will remain a director until the 2019 Annual Meeting. On October 18, 2019, Frank Calderoni informed the Company that he will resign from the Board, effective as of the date of the 2019 Annual Meeting. Mr. Calderoni’s decision was not based on any disagreement with the Company or management. Mr. Calderoni has been a member of the Board since 2016 and will remain a director until the 2019 Annual Meeting.

On July 10, 2019, René Bonvanie informed Palo Alto Networks, Inc. (the “Company”) of his decision to resign from his position as Chief Marketing Officer of the Company, effective August 1, 2019. Mr. Bonvanie will continue to be employed by the Company as Executive Vice President, Strategic Accounts, reporting to the Company’s Chief Executive Officer. The terms of Mr. Bonvanie’s offer letter were amended and his annual base salary will be $200,000 commencing August 1, 2019. Effective August 1, 2019, he will be eligible to participate in the Company’s incentive bonus plan with a target annual incentive compensation payment of 50% of his then-current annual base salary based on the achievement of certain objectives. Mr.

(d) Appointment of New Directors On April 9, 2019, the Board of Directors (the “Board”) of Palo Alto Networks, Inc., a Delaware corporation (the “Company”), increased the size of the board from eleven to thirteen and appointed (a) Lorraine Twohill to the Board, to serve as a class III director whose term expires at the annual meeting to be held in 2020 and (b) Rt Hon Sir John Key to the Board, to serve as a class I director whose term expires at the annual meeting to be held in 2021. The Board has not determined committee appointments for either Ms. Twohill or Sir John at this time. Ms. Twohill, age 47, currently serves as Google LLC’s (formerly Google, Inc.) Chief Marketing Officer, a position she has held since June 2009. From July 2003 until June 2009, she served as Google’s Head of Marketing Europe, Middle East and Africa. Ms.

Mark Anderson On October 10, 2018, Mark Anderson informed Palo Alto Networks, Inc. (the “Company”) of his decision to resign from his position as President of the Company, effective October 31, 2018. Mr. Anderson has agreed to assist with transitional matters and will remain with the Company as an advisor until May 1, 2019, to ensure a smooth transition. Mr. Anderson has entered into an advisor agreement with the Company that is effective following his termination of employment. Under the advisory agreement, the Company will continue to pay Mr. Anderson his base salary during the advisory period and a lump sum payment equal to cost of six months of COBRA premiums. Further, Mr. Anderson’s equity awards covering shares of Company common stock will continue to vest during the advisory period. The effectiveness of the advisory agreement is subject to Mr.

(b) On September 19, 2018, Stanley J. Meresman informed Palo Alto Networks, Inc. (the “Company”) that he will not stand for re-election at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). Mr. Meresman’s decision was not based on any disagreement with the Company or management. Mr. Meresman has been a member of the Board since 2014 and will remain a director until the 2018 Annual Meeting.

Mark McLaughlin On May 30, 2018, Mark McLaughlin informed the Board of Directors (the “Board”) of his retirement as Chief Executive Officer and Chairman of the Board, effective June 6, 2018. Mr. McLaughlin will continue to be an employee of the Company and serve on the Board as Vice Chairman, effective June 6, 2018. In connection with Mr. McLaughlin’s retirement as Chief Executive Officer, the Company entered into a new offer letter with Mr. McLaughlin on May 31, 2018 (the “New Offer Letter”). Under the terms of the New Offer Letter, (1) Mr. McLaughlin’s base salary will continue at an annualized rate of $900,000 until August 1, 2018 and thereafter shall be reduced to an annualized rate of $500,000, (2) Mr.

On February 22, 2018, the Board of Directors (the “Board”) of the Company appointed Jean Compeau, age 47, to Chief Accounting Officer, effective as of February 22, 2018, with ongoing responsibility for the Company’s tax and accounting functions. Prior to the appointment, Ms. Compeau served as the Company’s Senior Vice President Corporate Controller, from November 2016 to February 2018. From when she joined the Company in December 2012 to November 2016, Ms. Compeau served as Vice President Corporate Controller. In her 20 years of business experience she has held a variety of senior accounting or corporate controller positions, including at Intuitive Surgical, a global company that provides robotic assisted surgery technology, Exodus Communications, Inc., an internet hosting and service provider, and Infoseek Corporation, a search engine company.

As previously disclosed on the Company’s Current Report on Form 8-K filed on August 31, 2017, Steffan Tomlinson, the Company’s Executive Vice President, Chief Financial Officer, notified the Company of his intention to retire and resign from his position at the Company. On November 17, 2017, the Board of Directors (the “Board”) of the Company appointed Kathleen Bonanno, age 55, to Executive Vice President, Chief Financial Officer, effective as of November 22, 2017. Prior to the appointment, Ms. Bonanno served as the Company’s Senior Vice President Finance, from November 2016 to November 2017, and, most recently, had responsibility for financial planning, treasury, enterprise risk management and facilities. From April 2014 when she joined the Company to November 2016, Ms. Bonanno served as Vice President Finance.

(b) Retirement of Chief Financial Officer On August 29, 2017, Steffan Tomlinson, the Company’s Executive Vice President, Chief Financial Officer, notified the Company of his intention to retire and resign from his position at the Company. Mr. Tomlinson has agreed to stay on as the Company’s Chief Financial Officer until his replacement has been found. (c) Appointment of Chief Product Officer On August 29, 2017, the Company’s Board of Directors (the “Board”) named Lee Klarich, 42, Executive Vice President, Chief Product Officer, effective as of August 29, 2017, with responsibility for engineering and product management. Prior to this appointment, Mr. Klarich served as the Company’s Executive Vice President of Product Management, a role he held since November 2015. From November 2012 to November 2015, Mr.

(d) Appointment of New Director On October 18, 2016, the Company’s Board of Directors (the “Board”) increased the size of the Board from nine to ten and appointed Mary Pat McCarthy to the Board effective as of October 20, 2016, to serve as a class I director whose term expires at the annual meeting of stockholders to be held in 2018. In addition, the Board appointed Ms. McCarthy to the Audit Committee of the Board (“Audit Committee”). Ms. McCarthy, age 61, retired from her position as Vice Chair of KPMG LLP, the U.S. member firm of the global audit, tax and advisory services firm, in 2011 after attaining such position in 1998. Ms. McCarthy joined KPMG LLP in 1977 and became a partner in 1987.

On August 17, 2016, the Board of Directors (the “Board”) of Palo Alto Networks, Inc. (the “Company”) promoted Mark Anderson, 54, to President with overall responsibility for the Company’s sales, go-to-market strategy, customer support and business development, effective on August 22, 2016. Mr. Anderson most recently served as the Company’s Executive Vice President, Worldwide Field Operations, a position he has held since May 2016. From June 2012 when he joined the Company until May 2016 he served as Senior Vice President, Worldwide Field Operations. From October 2004 to May 2012, Mr. Anderson served in several roles, including as Executive Vice President of Worldwide Sales, for F5 Networks, an IT infrastructure company. From March 2003 to September 2004, Mr.

(d) Appointment of New Director On February 24, 2016, the Company’s Board of Directors (the “Board”) increased the size of the Board from eight to nine and appointed Frank Calderoni to the Board, to serve as a class III director whose term expires at the annual meeting of stockholders to be held in 2017. In addition, the Board appointed Mr. Calderoni to replace Carl Eschenbach on the Audit Committee of the Board (the “Audit Committee”), and appointed Mr. Eschenbach to the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board. Mr. Calderoni, age 58, has served as Executive Vice President, Operations and Chief Financial Officer of Red Hat, Inc. since June 2015. From May 2004 to January 2015, Mr. Calderoni served in various positions at Cisco Systems, Inc., including as Executive Vice President and Chief Financial Officer. Mr.