F5, INC. (Form: DEF 14A, Received: 01/26/2024 17:25:42)

Items of Business

To elect 11 directors nominated by the Board of Directors of the Company to hold office until the Annual Meeting of Shareholders for fiscal year 2024;

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024;

To approve, on an advisory basis, the compensation of our named executive officers; and

To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Under Rule 14a-12

F5, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Notice of Fiscal Year

2023 Annual

Shareholders Meeting

MEETING DETAILS						Time and Date March 14, 2024 at 11:00 a.m. Pacific Time
						Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2024
						Record Date January 8, 2024. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.

			By Order of the Board of Directors,

			SCOT F. ROGERS Secretary
			Seattle, Washington January 26, 2024

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Notice of Fiscal Year

2023 Annual

Shareholders Meeting

Your Vote Is Important!

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, please promptly vote and submit your proxy by phone, over the Internet, or by signing, dating, and returning the accompanying proxy card in the enclosed, prepaid, return envelope or otherwise completing the appropriate voting instruction form. If you decide to attend the Annual Meeting and wish to vote virtually at the meeting, please see “Questions and Answers About the Annual Meeting and These Proxy Materials” below.

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Notice of Fiscal Year

2023 Annual

Shareholders Meeting

Important Notice Regarding the Availability of Proxy Materials for

the Company’s Annual Meeting of Shareholders on March 14, 2024.

The F5, Inc. Proxy Statement and 2023 Annual Report to Shareholders are available online at www.proxyvote.com and on our website at www.f5.com under the “Company — Investor Relations — Financials” section.

Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone.

WAYS TO VOTE						Vote by Internet www.proxyvote.com — 24 hours a day/7 days a week
						Vote by Telephone 1-800-690-6903 via touch-tone — 24 hours a day/7 days a week
						Vote Online During the Meeting See “Questions and Answers About the Annual Meeting and These Proxy Materials — How do I vote? — Voting “Virtually” at the Annual Meeting” below.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on March 13, 2024. Have your proxy card or notice in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on March 13, 2024. Have your proxy card or notice in hand when you call and then follow the instructions.

Your cooperation is appreciated since a majority of the shares of Company Common Stock entitled to vote must be represented at the virtual Annual Meeting, either in person or by proxy, to constitute a quorum for the conduct of business.

Please note that brokers may not vote your shares on the election of directors or on the advisory vote on executive compensation, in the absence of your specific instructions as to how to vote. Please vote your proxy or provide your specific instructions to your broker so your vote can be counted.

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Proxy Statement Fiscal Year 2023 Annual

Meeting of Shareholders

F5, Inc. (“F5” or the “Company”) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders to be held on

March 14, 2024, at 11:00 a.m., Pacific Time, in a virtual format through a live webcast at www.virtualshareholdermeeting.com/FFIV2024, and at any adjournments or postponements thereof (the “Annual Meeting”). As used herein, “we,” “us,” “our,” “F5” or the “Company” refers to F5, Inc., a Washington corporation. Proxy materials are being made available and mailed to shareholders on or about January 26, 2024. The Company’s principal executive offices are located at 801 Fifth Avenue, Seattle, Washington 98104. The Company’s telephone number at that location is 206-272-5555.

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Table of Contents

Proxy Summary			1
Annual Meeting of Shareholders			1
Meeting Agenda			1
Voting Matters and Vote Recommendation			2
Board & Governance Highlights			3
Fiscal Year 2023 Performance Highlights			3
Awards and Company Recognition			3
Compensation Policies and Practices Linked to Shareholder Value Creation and Risk Mitigation			4
Director Nominees			5
Board Skills and Diversity Matrix			6
Questions and Answers About the Annual Meeting and These Proxy Materials			8
Why am I receiving these materials?			8
How does the Board of Directors recommend that I vote?			8
Will there be any other items of business on the agenda?			8
Who is entitled to vote at the Annual Meeting?			8
What constitutes a quorum, and why is a quorum required?			8
What is the difference between holding shares as a shareholder of record and as a beneficial owner?			9
How do I vote?			9
Can I revoke or change my vote after I submit my proxy?			9
What will happen if I do not vote my shares?			10
What if I do submit my proxy but do not specify how my shares are to be voted?			10
What is the effect of an abstention or a “broker non-vote”?			10
What is the vote required for each proposal?			10
Why are we holding a virtual Annual Meeting?			11
How can I attend and participate in the Annual Meeting?			11
Can shareholders ask questions at the virtual Annual Meeting?			11
What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?			11
What happens if the Annual Meeting is adjourned or postponed?			11
Who is making this proxy solicitation and paying for the costs of this proxy solicitation?			12
How can I find the results of the Annual Meeting?			12
Corporate Governance			13
Shareholder Engagement and Annual Advisory Vote			13
Environmental, Social, and Governance (ESG) Topics			14
Environmental			14
Social			14
Governance			16
Risk Oversight			19
Compensation Committee Interlocks and Insider Participation			20
Related Person Transactions Policy and Procedures			20
Certain Relationships and Related Person Transactions			20
Derivatives Trading and Hedging Policy			20
Code of Ethics for Senior Financial Officers			21
Meetings of the Board of Directors and Standing Committees; Attendance at Annual Meeting			21
Board of Directors			22

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Table of Contents

Director Independence			22
Stock Ownership Guidelines for Directors			23
Nominees and Continuing Directors			23
Director Nomination			28
Communications with Directors			30
Compensation of Directors			31
Director Compensation for Fiscal Year 2023			32
Compensation Risk Assessment			33
Compensation Committee Report			34
Executive Compensation			35
Compensation Discussion and Analysis			35
Factors to Consider			36
Compensation Policies and Practice Linked to Shareholder Value Creation and Mitigation of Risk			37
Fiscal Year 2023 Corporate Performance			38
Executive Compensation Program Objectives and Compensation Philosophy			40
Elements of Our Fiscal Year 2023 Compensation			41
How Each Element Fits into our Overall Compensation Objectives and Affects Other Elements of Compensation			41
Factors Considered by the Committee in Establishing Executive Compensation			48
Impact of Accounting and Tax Treatments of a Particular Form of Compensation			50
Employment Contracts and Double-Trigger Change-of-Control Arrangements			51
Summary Compensation Table			52
Summary Compensation Table for Fiscal Year 2023			52
Grants of Plan-Based Awards in Fiscal Year 2023			54
Outstanding Equity Awards at September 30, 2023			56
Option Exercises and Stock Vested in Fiscal Year 2023			57
Potential Payments Upon Termination or Change of Control			58
Pay Ratio			60
Report of the Audit & Risk Oversight Committee			66
Fees Paid to PricewaterhouseCoopers LLP			67
Audit & Risk Oversight Committee Pre-Approval Procedures			68
Annual Independence Determination			68
Security Ownership of Certain Beneficial Owners and Management			69
Proposal 1: Election of Eleven Directors			73
Proposal 2. Advisory Vote to Approve Executive Compensation			74
Proposal 3. Ratification of Independent Registered Public Accounting Firm			76
The Company’s Strong Performance			74
Compensation and Governance Programs			74
Other Business			77
Shareholder Proposals for the Annual Meeting for Fiscal Year 2024			77
Information Referenced in this Proxy Statement			78
Proxy Materials Are Available on the Internet			78
Householding of Proxy Materials			79

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

MEETING AGENDA

• Election of the 11 directors listed in this Proxy Statement and on the proxy card

•	Advisory vote on compensation of our named executive officers

•	Ratification of PricewaterhouseCoopers LLP (PWC) as our independent registered public accounting firm for fiscal year 2024

•	Transact other business that may properly come before the meeting, or any adjournment or postponement

Fiscal Year 2023 Proxy Statement

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Proxy Summary

VOTING MATTERS

AND VOTE

RECOMMENDATION

1

To elect 11 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2024

FOR

(each nominee)

pp. 73

2

Advisory vote to approve the compensation of our named executive officers

FOR

pp. 74

3

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024

FOR

pp. 76

ABOUT F5
OUR VALUES:

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Proxy Summary

BOARD & GOVERNANCE HIGHLIGHTS	Independent Board Chair	10 of 11 Board Nominees are Independent	7 of 11 Board Nominees Identify as Diverse
	Declassified Board — All Directors Elected Annually	Share Ownership Guidelines for Executives & Directors	Clawback Policy for Named Executive Officers
	One-year Post-vesting Holding Period for Executive Equity Awards Beginning with Grants Awarded in Fiscal Year 2022	Majority Voting for All Directors	Third-Party Led Board Self-Assessment Process
	Independent Directors Meet Without Management Present	Prohibition on Hedging, Pledging and Short Sale of Company Stock

AWARDS AND COMPANY RECOGNITION			Ranked #1 in Fortune Modern Board			Application Delivery Controller 2023 PeerSpot Tech Leader Award			F5 named among 2023 America’s Climate Leaders in USA Today and Statista
			Merit Award Silver recipient for Excellence in Brand Activation			F5 named in the Top 10 in the Computer Services sector for America’s Most JUST Companies, by JUST Capital			Ten company employees were included in CRN’s 2023 Women of the Channel

FISCAL YEAR 2023 PERFORMANCE HIGHLIGHTS			Annual revenue $2.8 BILLION ↑4% over fiscal year 2022			Cash flow from operations $653 MILLION
FISCAL YEAR 2023 PERFORMANCE HIGHLIGHTS			GAAP net income $395 MILLION			Cash returned to shareholders through share repurchases $350 MILLION

Fiscal Year 2023 Proxy Statement

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Proxy Summary

COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION	Pay for performance	We emphasize pay for performance and align executive compensation with the Company’s business objectives and performance, and the creation of long-term shareholder value.
	Threshold performance metrics	Incentive-based compensation is at risk and payable only if certain threshold performance metrics are achieved.
	No excise tax gross-ups	The Company does not provide “golden parachute” excise tax gross-ups upon a change in control of the Company.
	Benefit plans	The Company offers its executive officers only modest perquisites that are supported by a business interest and are consistent with broad-based benefit plans available to other employees.
	Stock ownership guidelines	Directors and Company executives are subject to stock ownership requirements that encourage alignment with the interests of shareholders.
	Clawback policy	In the event of a restatement of any financial measure used in determining performance-based compensation for Company executives, the Company shall recover any payments to an executive in excess of what would have been received if determined based on the restated financial measure subject to limited exceptions.
	No hedging of stock	Executive officers, directors and other employees are prohibited from trading in puts, calls or other derivatives of Company Common Stock or otherwise engaging in short sales of Company Common Stock or hedging transactions related to Company Common Stock. In addition, executive officers, directors and other employees are prohibited, except under limited exceptions, from holding Company Common Stock in a margin account or pledging Company Common Stock as collateral for a loan.
	No re-pricing of options	Under the terms of the equity plan, the re-pricing of underwater options is prohibited absent shareholder approval.
	Double-trigger change of control agreements	The Company’s change of control agreements with its executives contain a “double trigger” feature.
	Post-vesting holding requirement	Beginning with awards granted in fiscal year 2022, Company executives must retain for at least one year the net shares received on the vesting of Restricted Stock Units, which aligns executives’ long-term incentives with the interests of shareholders.
	Annual advisory vote	Annual advisory vote on executive compensation provides shareholders with a direct opportunity to express their opinion regarding the Company’s executive pay practices.
	Capped incentive compensation	Executive incentive compensation is capped avoiding excessive risk-tasking and limiting to a reasonable level the amount of total performance-based compensation paid.

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Fiscal Year 2023 Proxy Statement

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Director Nominees

The following table provides summary information about each director nominee. Each director named below is a continuing director and all directors are elected annually by a majority of votes cast.

Committees

Name

Age

Director

Since

Occupation

Independent

Diverse⁽¹⁾

Other

Public

Boards

Audit &

Risk

Oversight

Talent and

Compensation

Nominating

and ESG

Marianne N. Budnik

55

October 2022

Chief Marketing Officer, VAST Data; Director, Cerence, Inc.

Elizabeth L. Buse

62

September 2020

Director, U.S. Bancorp; Retired Chief Executive Officer, Monitise, Plc.

Michel Combes

61

September 2023

Executive Vice President, Claure Group; Director, Phillip Morris International; Director, Etisalat; non-voting Board Observer, Assystem SA

Michael L. Dreyer

60

October 2012

Director, Coherent Corp. (formerly II-VI Inc.); Retired Chief Operations Officer, Silicon Valley Bank

Tami Erwin

59

October 2023

Director, John Deere; Director, York Space Systems; Former Chief Executive Officer, Verizon Business Group

Alan J. Higginson

76

May 1996

Chairperson of the Board, F5; Former Chairperson, Hubspan, Inc.

Peter S. Klein

61

March 2015

Director, Denali Therapeutics; Director, Accolade; Retired Chief Financial Officer, Microsoft

François Locoh-Donou

52

April 2017

President and Chief Executive Officer, F5; Director, Capital One

Nikhil Mehta

46

January 2019

Chief Executive Officer, Gainsight, Inc.; Director, Lead Edge Growth Opportunities, Ltd.; Director, Pubmatic

Michael F. Montoya

52

June 2021

Chief Information Security Officer, Equinix

Sripada Shivananda

51

April 2020

Executive Vice President and Chief Technology Officer, PayPal Holdings, Inc.

= Chair

= Member

= Financial Expert

Fiscal Year 2023 Proxy Statement

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1.

Directors included in the diverse designation represent individuals whose race, ethnicity, gender, or LGBTQ+ self-identification contribute to Board heterogeneity and expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees, investors, and other stakeholders, and meet the definition of “diverse director” under the Nasdaq Listing Rules.

BOARD SKILLs AND DIVERSITY

MATRIX

Three of our 11 Director nominees are women, four of our 11 Director nominees are ethnically diverse with one identifying as Black, two identifying as Asian and one identifying as Hispanic/Latino(a). No Directors identify as LGBTQ+. One director identifies as a military veteran.

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Fiscal Year 2023 Proxy Statement

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(1)	Represents Director nominees with financial fluency. The Board of Directors has determined that Mr. Klein is an “audit committee financial expert” as defined in Item 407 of Regulation S-K.

Fiscal Year 2023 Proxy Statement

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Questions and Answers About the Annual Meeting and These Proxy

Materials

Why am I receiving these materials?

You are receiving these materials because you are a shareholder of the Company as of the close of business on January 8, 2024 (the “Record Date”) and are entitled to receive notice of the Annual Meeting and to vote on matters that will be presented at the meeting. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures.

How does the Board of Directors recommend that I vote?			The Board of Directors recommends that you vote:
			• FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Alan J. Higginson, Peter S. Klein, François Locoh-Donou, Nikhil Mehta, Michael F. Montoya and Sripada Shivananda as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2024;
			• FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
			• FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

Will there be any other items of business on the agenda?

The Company is not aware, as of the date of this Proxy Statement, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders. If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment.

Who is entitled to vote at the Annual Meeting?

Only holders of our Common Stock, no par value, at the close of business on the Record Date may vote at the Annual Meeting. We refer to the holders of Common Stock as “shareholders” throughout this Proxy Statement. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date.

What constitutes a quorum, and why is a quorum required?

We need a quorum of shares of Common Stock eligible to vote to conduct business at our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date are represented at the virtual Annual Meeting either in person or by proxy. As of the close of business on the Record Date, we had 58,799,108 shares of Common Stock outstanding and entitled to vote at the virtual Annual Meeting, meaning that 29,399,555 shares of Common Stock must be represented in person or by proxy to have a quorum. Abstentions and broker non-votes (as described below) will also count towards the quorum requirement. Your shares will be counted toward the number needed for a quorum if you: (i) submit a valid proxy card or voting instruction form, (ii) give proper instructions over the telephone or on the Internet, or (iii) in the case of a shareholder of record, virtually attend the Annual Meeting.

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Materials

What is the difference between holding shares as a shareholder of record and as a beneficial owner?			Shareholder of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Equiniti Trust Company, our transfer agent.
			Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like many of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you wish to vote the shares you own beneficially at the virtual meeting, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2024. If you do not provide your broker or nominee with instructions on how to vote your shares or a legal proxy, your broker or nominee will be able to vote your shares with respect to some, but not all, of the proposals. Please see “What will happen if I do not vote my shares?” and “What if I do submit my proxy but do not specify how my shares are to be voted?” for additional information.

How do I vote?			Shareholders of Record. If you are a shareholder of record, there are several ways for you to vote your shares:
			• Voting by Mail. You may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than March 13, 2024 to be voted at the Annual Meeting. If you vote by telephone or on the Internet, please do not return your proxy card unless you wish to change your vote.
			• Voting by Telephone. You may vote by telephone by using the toll-free number listed on your proxy card.
			• Voting on the Internet. You may vote on the Internet by using the voting portal found at www.proxyvote.com. As with telephone voting, you can confirm that your instructions have been properly recorded. Voting via the Internet is a valid proxy voting method under the laws of the State of Washington (our state of incorporation).
			• Voting “Virtually” at the Annual Meeting. You may vote your shares at the Annual Meeting by following the instructions on the website at www.virtualshareholdermeeting.com/FFIV2024. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instructions or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you do not vote at the virtual Annual Meeting.
			Beneficial Owners. You may vote by the method explained on the voting instructions or other information you receive from the broker or nominee.

Can I revoke or change my vote after I submit my proxy?			Yes. You may revoke or change your vote after submitting your proxy by one of the following procedures:
			• Delivering a proxy revocation or another proxy bearing a later date to the Secretary of the Company at 801 Fifth Avenue, Seattle, Washington 98104 up until 11:59 p.m. Eastern Time the day before the Annual Meeting;
			• If you have voted by Internet or telephone and still have your control number, you may change your vote via Internet or telephone up until 11:59 p.m. Eastern Time the day before the Annual Meeting; or
			• Attending the Annual Meeting and voting virtually. If you are a beneficial owner, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2024.
			Please note that attendance alone at the Annual Meeting will not revoke a proxy; you must actually vote at the virtual Annual Meeting.

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Materials

What will happen if I do not vote my shares?			Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by mail, by telephone, via the Internet or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.
			Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable stock exchange rules, your broker or nominee does not have discretion to vote your shares on non-routine matters, which include Proposals 1 and 2. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3.

What if I do submit my proxy but do not specify how my shares are to be voted?			If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:
			• FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Alan J. Higginson, Peter S. Klein, François Locoh-Donou, Nikhil Mehta, Michael F. Montoya and Sripada Shivananda as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2024;
			• FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
			• FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

What is the effect of an abstention or a “broker non-vote”?

Brokers or other nominees who hold shares of Common Stock for a beneficial owner generally have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A “broker non-vote” occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. If you abstain from voting on a proposal, or if a broker or nominee indicates it does not have discretionary authority to vote on a proposal, the shares will be counted for the purpose of determining if a quorum is present but will not be included in the vote totals with respect to the proposal. Furthermore, any abstention or broker non-vote will have no effect on the proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.

What is the vote

required for each

proposal?

Proposal

Vote Required*

Broker Discretionary

Voting Allowed

1

Election of 11 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2024

Majority of

Votes Cast

No

2

Advisory vote to approve the compensation of our named executive officers

Majority of

Votes Cast

No

3

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024

Majority of

Votes Cast

Yes

*

Under Washington law and the Company’s Fourth Amended and Restated Articles of Incorporation (the “Articles”) and Eighth Amended and Restated Bylaws (the “Bylaws”), if a quorum exists at the meeting, a nominee for director in an uncontested election will be elected by the vote of the majority of votes cast. A majority of votes cast means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. If a director nominee who is an incumbent does not receive the requisite votes, that director’s term will end on the earliest of (i) the date on which the Board appoints an individual to fill the office held by that director; (ii) 90 days after the date on which an

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Materials

inspector determines the voting results as to that director; or (iii) the date of that director’s resignation. With respect to Proposals 2 and 3, a majority of votes cast means that the number of votes cast “FOR” the matter exceeds the number of votes cast “AGAINST” the respective matter.

With respect to Proposal 1, you may vote FOR the nominee, AGAINST the nominee, or you may vote ABSTAIN as to the nominee. The nominee will be elected if he or she receives more FOR votes than AGAINST votes. Proxies may not be voted for more than 11 directors and shareholders may not cumulate votes in the election of directors.

With respect to Proposals 2 and 3, you may vote FOR, AGAINST or ABSTAIN as to each proposal.

Why are we holding a virtual Annual Meeting?

We believe that it is best to hold a virtual only Annual Meeting because a virtual meeting provides broad and convenient access to and enables participation by our shareholders in a cost-reducing and environmentally friendly way. The virtual Annual Meeting will allow our shareholders to ask questions and to vote.

How can I attend and participate in the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FFIV2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Pacific Time on March 14, 2024. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time to ensure your ability to access the meeting.

We will hold our question-and-answer session with management immediately following the conclusion of the business to be conducted at the Annual Meeting.

You may submit a question at any time during the meeting by visiting www.virtualshareholdermeeting.com/ FFIV2024. The Chair of the meeting has broad authority to conduct the Annual Meeting in an orderly manner, including establishing rules of conduct. A copy of the rules of conduct will be available online at the Annual Meeting.

CAN SHAREHOLDERS ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?

Yes. We have designed the format of the virtual Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. After the voting results are announced at the Annual Meeting, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Rules of Conduct for Annual Meeting of the Shareholders. During the Annual Meeting, you can view our Rules of Conduct and submit any questions at virtualshareholdermeeting.com/FFIV2024.

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the Basic Call Center Support numbers located on the meeting login page for assistance.

What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

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Questions and Answers About the Annual Meeting and These Proxy

Materials

Who is making this proxy solicitation and paying for the costs of this proxy solicitation?

The Board of Directors of the Company is soliciting the proxies accompanying this Proxy Statement. The Company will pay all of the costs of this proxy solicitation. However, you will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to mail solicitation, officers, directors, and employees of the Company may solicit proxies personally or by telephone, without receiving additional compensation. The Company has retained Alliance Advisors to assist with the solicitation of proxies in connection with the Annual Meeting. The Company will pay Alliance Advisors customary fees, which are expected to be $10,000 plus expenses. The Company, if requested, will pay brokers, banks, and other fiduciaries that hold shares of Common Stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to shareholders.

How can I find the results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a Form 8-K within four business days of the Annual Meeting. The Form 8-K will be available on our website at www.f5.com under the “Company — Investor Relations — Financials — SEC Filings” section.

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Corporate Governance

The Company’s relationship with its shareholders is an important part of the Company’s success and the Company believes it is important to engage with its shareholders and to obtain their perspectives. The Company’s management team believes that this approach to engaging openly with the Company’s shareholders on topics such as executive compensation, and Environmental, Social and Governance (ESG) issues drives increased corporate accountability, improves decision making, and ultimately creates long-term value. The Company is committed to:

						Accountability Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.
						Transparency Maintaining transparency on a range of financial, executive compensation, and governance issues to build trust and foster two-way dialogue that supports the Company’s business success.
						Engagement Proactively engaging with shareholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.

SHAREHOLDER ENGAGEMENT AND ANNUAL ADVISORY VOTE

The Company’s senior management team, including the President and Chief Executive Officer, Chief Financial Officer, and Vice President of Investor Relations, regularly engages in meaningful dialogue with shareholders and potential shareholders through in-person, video, and teleconference meetings. During fiscal year 2023, F5 engaged with 127 institutional investors including shareholders representing approximately 41% of the Company’s total outstanding shares (based on holdings as set forth in their SEC filings as of September 30, 2023).

In addition to its routine shareholder engagement, the Company engages in proactive outreach to shareholders to discuss and receive input, provide additional information, and address questions about Environmental, Social, and Governance (ESG) topics, including with respect to executive compensation programs. These engagements enable us to better understand our shareholders’ priorities and perspectives and provide us with useful input. For example, items for discussion in fiscal year 2023 included recommended weighting between performance and time-based compensation and applicable key metrics for equity compensation.

During fiscal year 2023, the Company engaged with 15 investors regarding ESG topics, including some of our largest shareholders. Collectively these ESG-engaged shareholders represented approximately 31% of the Company’s total outstanding shares as of September 30, 2023.

In recognition of investor sentiment, for fiscal year 2023 we replaced the prior software revenue growth performance metric in our long-term incentive program with an Earnings Per Share (EPS) metric reflecting the Company’s focus on profitability.

The Committee carefully considers feedback from shareholders about the Company’s executive compensation, including the results of the shareholders’ annual advisory vote on executive compensation. The Committee believes this vote reflects overall support for the executive compensation program. Shareholders are invited to express their views to the Committee, including as described below under the heading “Communications with Directors.”

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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) TOPICS			At F5, we care deeply not just about what we do, but how we do it. Our guiding principle to “do the right thing” applies to our employees, officers, Board of Directors, and our subsidiaries and controlled affiliates across the globe and is set forth in F5’s Code of Business Conduct and Ethics - available at www.f5.com under the “Company — Investor Relations — ESG — Governance Documents” section.
			Most importantly, our principle to “do the right thing” is expressed every day at F5 in what we call BeF5 (culture behaviors) and LeadF5 (leadership principles).

This approach is reflected in our commitment to ESG – extending from the environmental sustainability of our products and operations to the well-being of our employees and our communities.

F5’s Nominating and ESG Committee of the Board provides oversight of the Company’s ESG program and reviews ESG strategy, disclosures, and metrics each quarter.

F5 also publishes an annual ESG Report aligned to the Sustainability Accounting Standards Board (SASB) disclosure framework. The report is available at f5.com under the “Company — Investor Relations — ESG” section for stakeholders.

ENVIRONMENTAL

In fiscal year 2023, F5 expanded its environmental commitments by submitting a target to reduce its absolute Scope 1 and 2 emissions by 50% and reduce its absolute Scope 3 emissions by 43% by 2030 from a 2021 baseline year, to the Science Board Target Initiative for verification.

F5 plans to reduce its operational emissions, referred to as Scope 1 and 2, by sourcing more renewable energy and improving its offices' energy efficiency. F5 identified that the majority of the Company's emissions, however, come from the value chain, referred to as Scope 3. This will require F5 to prioritize more sustainable design and energy performance in its products and services, followed by focus on decarbonizing its supply chain, in order to reach its science-based target.

SOCIAL

Employees

As of September 30, 2023, F5 had 6,524 employees – over 99% of whom were fulltime employees. Our employees are in 47 countries, with 49% of employees in the United States.

F5 has experienced no work stoppages in fiscal year 2023 and none of our employees in the United States are represented by a labor union. We believe that our employee relations are in good standing overall, as evidenced by our bi-annual employee engagement survey results. As of June 2023, our employees reported high satisfaction on several key questions, including:

•	83% of employees favorably rate “I am proud to work for F5.”

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•	87% of employees favorably rate “At F5, employees are treated equally and fairly regardless of their background.”

•	80% of employees favorably rate “F5 has a great culture.”

A survey measure that F5 tracks closely as a gauge of our culture decreased from fiscal year 2022. As of June 2023, 76% of employees favorably rate “I feel a sense of belonging at F5,” compared to 84% the year prior. The employee comments in the survey highlighted changes in fiscal year 2023 related to a reduction in force, compensation, and benefits among the key reasons for the decline of our belonging score and underlined the areas F5 needs to consider to maintain our culture.

Growth and development

We provide employees with opportunities to improve their technical and professional knowledge, nurture our innovation ecosystem, strengthen management and leadership, as well as maintain high standards of business integrity through ongoing compliance training.

These development opportunities are available through live employee events during Innovation Months, Idea Fests, Technology Days and Learning Days dedicated to exploring innovative ideas, such as Generative AI. In fiscal year 2023, employees submitted hundreds of ideas to F5’s in-house innovation accelerator, called Greenhouse, with multiple proposals ultimately “graduating” to an open-source project, patent application, research publication or further incubation. F5 also offers employees customized learning paths, leadership coaching, global mentor and sponsorship programs, and multiple third-party resources to enhance internal learning opportunities.

Compensation and Benefits

F5 aims to attract, reward, and retain extraordinary talent from diverse backgrounds by offering a total compensation package that is equitable, flexible, and market competitive. This includes base pay, incentive plans, restricted stock unit grants (“RSUs”), Employee Stock Purchase Plan, retirement plans, healthcare, paid time off and family leave that F5 provides to employees, as well as the programs that support the diverse needs of its employees’ overall health and wellbeing.

In fiscal year 2023, F5 launched free and global access to therapy and coaching sessions to all employees, and renewed its popular Wellness Weekends, which provide one weekend a quarter when all employees have a set Friday through Monday off to reset and refresh.

However, in response to both macroeconomic and post-COVID-19 pandemic conditions, two significant changes were made to F5 employees’ compensation and benefits in fiscal year 2023:

•

In the second quarter of fiscal year 2023, we altered our incentive plans to reduce our operating budgets. F5 eliminated the annual cash bonus for the CEO, capped annual cash bonuses for executives to 30% of target bonus and reduced the funding pool for employee Management by Objective (“MBO”) plans by 50% for the first three quarters of the year and by 35% for the fourth quarter.

•

In the third quarter of fiscal year 2023, F5 updated its Freedom to Flex Program to reflect the worldwide expiration of COVID-19 pandemic health and safety protocols. In order to balance the Company’s goals for employee collaboration and connection, with employees continued need for flexibility from their employer, F5 began requiring all employees within 30 commutable miles of an F5 office that accommodates 30 or more employees, to work in the office for 30 business days each quarter. The remainder of employees worldwide continue to be offered a choice to work fully remote, hybrid or full-time in an F5 office.

Diversity and Inclusion

F5 believes our differences – when embraced with humility and respect – drive smarter decisions, increased innovation, stronger performance, and a culture where everyone can be themselves and reach their full potential.

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Outlined in our strategic framework called “IDEA,” Inclusion, Diversity, Equity and Allyship requires focus and engagement at all levels of the organization and is embedded into our ways of working.

To increase inclusion at F5, we foster communities through our Employee Inclusion Groups (“EIGs”) – F5 Ability, F5 Appreciates Blackness, F5 Connects Women, F5 Latinx e Hispanos Unidos, F5 Military Veterans and F5 Pride – bringing people together across F5 and around the world. F5 also offers differentiated development programs to help address the barriers for underrepresented groups in the Company. In fiscal year 2023, F5’s commitment to increase representation at F5 for Women, Black, and Latinx employees across management and leadership positions, and the Company overall, was a focus of both our mentor and sponsorship programs.

Our diversity and equity as a company is advanced by the transparency of the actions we take to build a culture of belonging and representation. F5’s progress during fiscal year 2023 is detailed in the annual F5 Diversity and Inclusion Report available at f5.com under Company — Diversity & Inclusion and in the results of the diverse representation and employee inclusion score metrics for the Company’s executives’ short-term cash incentive program included in the section below entitled 2023 Cash Incentive Award.

Finally, allyship is critical to the sustainability of our diversity and inclusion program at F5. The F5ers engaging with this program are on a continuous learning journey to build a culture where everyone feels they belong and can reach their full potential. Each month, content is made available to the allyship community to deepen their understanding of experiences different from their own and gain new skills to speak up and speak out as active participants in creating a more diverse and inclusive F5.

Global Good

F5 Global Good represents the Company’s commitment to community development, in alignment with our employee engagement and diversity and inclusion goals. Together, F5 and its employees donated over $3.8 million to over 3,000 non-profits worldwide in fiscal year 2023.

We are proud that employees direct the entirety of Global Good’s donations, through both the Company matching program and grant selection committees. In fiscal year 2023, more than half of all worldwide employees participated in Global Good programs and volunteered more than 10,400 hours in their communities. In addition, F5 employees directed over 80% of all Global Good grant funding in fiscal year 2023 to non-profit organizations serving majority Black, Indigenous, People of Color (BIPOC) and underrepresented communities.

GOVERNANCE

Below we describe F5’s corporate governance policies and practices that foster effective Board oversight in service of the long-term interests of our shareholders, explain the process for selecting director candidates, and present the 2024 nominees for election to our Board.

Board Leadership

The Company currently separates the roles of Chief Executive Officer and Chair of the Board. Mr. Locoh-Donou, the President and Chief Executive Officer, is responsible for setting the strategic direction of the Company and for the day-to-day leadership and performance of the Company. Mr. Higginson, the Chairperson of the Board, sets the agenda for and presides at Board meetings and coordinates the Board’s communications, with input from Mr. Locoh-Donou and the Company’s senior management team. The Board believes this current structure balances the need for the President and Chief Executive Officer to run the Company on a day-to-day basis with the benefit provided to the Company by Mr. Higginson’s perspective as an independent member of the Board. If the role of Chair were filled by a director who did not qualify as an independent director, the Board would designate a lead independent director.

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Committees of the Board

The Board of Directors has standing Audit & Risk Oversight, Talent and Compensation, and Nominating and Environmental, Social and Governance (ESG) Committees (collectively, the “Standing Committees”). Each of the Standing Committees has a charter, copies of which are available on our website at www.f5.com under the “Company — Investor Relations — ESG — Governance Documents” section.

Audit & Risk Oversight Committee

Our Audit & Risk Oversight Committee charter provides oversight of our policies and strategies relating to enterprise risk management as well as our accounting and financial controls. As described more fully in the Audit & Risk Oversight Committee charter, the functions of the Audit Committee include selecting, evaluating and, if necessary, replacing the Company’s independent registered public accounting firm; reviewing and approving the planned scope, proposed fee arrangements, and results of the annual audit; approving any proposed non-audit services to be provided by the independent registered public accounting firm; overseeing the adequacy of accounting and financial controls; reviewing the independence of the independent registered public accounting firm; overseeing the Company’s financial reporting process; overseeing the Company’s compliance with applicable law; and overseeing, monitoring, and coordinating with regard to the Company’s risk management, including those relating to enterprise risk management (ERM), cybersecurity and ESG. To support the Company’s increased focus on cybersecurity and enterprise resilience, a sub-group of the Audit Committee meets at a minimum quarterly with management, including the Company’s Chief Information Security Officer, Chief Information Officer, Chief Privacy Officer, EVP of Global Services, and the Company’s General Counsel, to receive updates on the Company’s cybersecurity posture and operational resilience programs and to provide guidance and oversight on those efforts.

The current Audit Committee members are Messrs. Klein (chair), Dreyer, Montoya, and Shivananda and Mses. Budnik and Erwin. The Board of Directors has determined that Mr. Klein is an “audit committee financial expert” as defined in Item 407 of

Regulation S-K. Each current member of the Audit Committee is, and each member of the Audit Committee during fiscal year 2023 was, an independent director as defined by the Nasdaq Listing Rules.

Talent and Compensation Committee

The Talent and Compensation Committee (the “Compensation Committee”) charter reflects a broadening of its purview beyond executive compensation to include oversight of our policies and strategies relating to talent management and development. The Compensation Committee conducts an annual review to determine whether the Company’s executive compensation program is meeting the goals and objectives set by the Board of Directors. The Compensation Committee recommends for approval by the Board of Directors the compensation for the Chief Executive Officer and directors, including salaries, incentive compensation levels, and stock awards, and reviews and approves compensation proposals made by the Chief Executive Officer for the other executive officers. In addition, the Compensation Committee periodically reviews and discusses executive succession planning and talent development. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation Committee or of the Board of Directors or to Company officers to perform certain of its duties on its behalf. In fiscal year 2023, the Compensation Committee retained outside independent compensation consultants, Mercer and Compensia, to advise the Compensation Committee on executive compensation issues. Mercer served as the primary compensation advisor to the Compensation Committee for most of the first half of the fiscal year 2023 after which Compensia became the primary compensation advisor to the Compensation Committee. Mercer provided the Compensation Committee peer and survey group cash and equity

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compensation data, including base salary, total cash, long-term incentive, and total direct compensation data for fiscal year 2023 executive compensation benchmarking. Compensia provided the Compensation Committee with an overview of compensation trends, consultation on the makeup of our peer group, and input into ad hoc compensation-related matters over the course of the year and did a review of our fiscal year 2023 Compensation Discussion and Analysis. For additional information about the Compensation Committee and the information provided by Mercer and Compensia to the Compensation Committee, see the description of the Compensation Committee’s activities in the “Executive Compensation — Compensation Discussion and Analysis” section. During fiscal year 2023, Mercer affiliates provided the Company services with respect to general compensation data and benefit administration. The Company has reviewed the services provided by Mercer and its affiliates and has approved the provision of such services. The Company does not believe that such non-compensation services impair Mercer’s ability to provide independent advice to the Compensation Committee or otherwise present a conflict of interest. The aggregate fees paid to Mercer for executive compensation services to the Compensation Committee during fiscal year 2023 were $40,000 and the aggregate fees paid to Mercer and its affiliates for services to the Company with respect to benefit administration during fiscal year 2023 were $264,680. The aggregate fees paid to Compensia for executive compensation services to the Compensation Committee during fiscal year 2023 were $122,686.

The current Compensation Committee members are Mses. Buse (chair), Budnik, and Erwin and Messrs. Combes, Higginson, and Mehta. Each current member of the Compensation Committee is, and each member of the Compensation Committee during fiscal year 2023 was, an independent director as defined by the Nasdaq Listing Rules.

Nominating and Environmental, Social, and Governance (ESG) Committee

In fiscal year 2022, after considering among other things shareholder feedback, F5 formally updated the Nominating and Governance Committee charter to reflect a broadening of its purview to include oversight of and strategic guidance relating to the Company’s social and environmental initiatives and to rename the committee the “Nominating and Environmental, Social, and Governance Committee” (the “Nominating and ESG Committee”). As set forth in the Nominating and ESG Committee Charter, the functions of the Nominating and ESG Committee are to identify new potential Board members, recommend Board nominees, evaluate the Board’s performance, and provide oversight of corporate governance and ethical conduct, as well as oversee the Company’s environmental and social policies, risks, and opportunities.

The current Nominating and ESG Committee members are Messrs. Dreyer (chair), Higginson, Mehta, Montoya, and Shivananda and Ms. Buse. Each current member of the Nominating and ESG Committee is, and each member of the Nominating and ESG committee during fiscal year 2023 was, an independent director as defined by the Nasdaq Listing Rules.

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RISK OVERSIGHT

Assessing and managing risk is the responsibility of the Company’s senior management team. The Board of Directors takes an active role in ensuring the establishment and healthy operation of the Company’s risk management efforts, coordinating closely with management and the Board’s committees in these efforts. The Audit & Risk Oversight Committee reviews and monitors the status of the Company’s enterprise risk management governance and processes. The Audit & Risk Oversight Committee reviews and consults at each of its regular quarterly Committee meetings with the Company’s senior management team and the Company’s Vice President of Internal Audit/ Head of Enterprise Risk Management on strategic and operational opportunities, challenges, and risks faced by the Company. As appropriate, the Audit & Risk Oversight Committee discusses and coordinates regarding certain risks or risk-related matters with the full Board or applicable committees. The Company has implemented an enterprise risk management program in consultation with Gartner. Pursuant to this program, the Company performs an annual enterprise risk assessment to identify key strategic, operating, legal and compliance, cybersecurity, talent, and financial risks, evaluate the significance of those risks, formulate a risk profile which identifies relevant risk levels and management control efforts, and develops action plans to address these key risks. The Company’s Executive Risk Committee, comprised of senior management, regularly reviews and evaluates these key risks and the effectiveness of the Company’s risk management programs, and reports back to the Audit & Risk Committee and the full Board of Directors on a regular basis during the course of the year.

Cyber Risk Oversight

In conjunction with the Company’s enterprise risk management processes, management specifically identifies potential cybersecurity risks and threats associated with the Company’s business and discusses those risks and mitigation efforts as part of its quarterly reviews with the Audit & Risk Oversight Committee and periodically with the full Board. As a part of this process, the Company’s Chief Information Security Officer and Chief Information Officer provide periodic updates to the Audit & Risk Oversight Committee on cybersecurity related topics, including cyber threats to the Company and the status of the Company’s cybersecurity posture and risk mitigation efforts. Further, a sub-group of the Audit & Risk Oversight Committee meets separately on at least a quarterly basis with members of management to review the Company's cybersecurity posture and operational resilience efforts. In addition, pursuant to the Company’s Cyber Incident Response Plan, certain cyber related incidents are escalated to the Chairperson of the Audit and Risk Oversight Committee or Chairperson of the Board.

Management of Other Risks

The Compensation Committee oversees risks related to the Company’s executive compensation programs, monitors the administration of the Company’s various equity compensation plans, and conducts compensation-related risk assessments.

The Nominating and ESG Committee oversees risks related to the Company’s overall corporate governance profile and ratings; board and committee composition and structure; director independence; and environmental, including climate, social and other governance-related risks. Additionally, the Audit & Risk Oversight Committee oversees risks related to the Company’s financial reporting, internal controls, and internal information systems, and reviews ESG, including climate-related risk as part of the enterprise-wide risk management process.

Each Board committee presents regular reports to the full Board of Directors, including on risk-related matters in its applicable areas of oversight. The Board’s role in risk oversight has not had any effect on the Board’s leadership structure.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following directors served as members of the Compensation Committee during some or all of fiscal year 2023: Mses. Bergeron, Budnik and Buse and Messrs. Combes, Higginson, Mehta, and Phillips. None of these persons has at any time been an officer or employee of the Company. During fiscal year 2023, none of the Company’s executive officers served as a member of the board of directors or compensation committee of any entity that has had one or more executive officers that served as a member of the Company’s Board of Directors or Compensation Committee.

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

As set forth in the written charter of the Audit & Risk Oversight Committee of the Board of Directors, any related person transaction involving a Company director or executive officer must be reviewed and approved by the Audit & Risk Oversight Committee. Any member of the Audit & Risk Oversight Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. Related persons include any director or executive officer, certain shareholders and any of their “immediate family members” (as defined by SEC regulations). To identify any related person transaction, the Company requires each director and executive officer to complete a questionnaire each year requiring disclosure of any prior or proposed transaction with the Company in which the director, executive officer, or any immediate family member might have an interest. Each director and executive officer is directed to notify the Company’s Executive Vice President and General Counsel of any such transaction that arises during the year, and the Company’s Chief Financial Officer reports to the Audit & Risk Oversight Committee on a quarterly basis regarding any potential related person transaction. In addition, the Board of Directors determines on an annual basis which directors meet the definition of independent director under the Nasdaq Listing Rules and reviews any director relationship that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. A copy of the Company’s “Policy and Procedures for Approving Related-Person Transactions” is available on our website at www.f5.com under the “Company — Investor Relations — ESG — Governance Documents” section.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Company’s Articles limit the liability of the Company’s directors for monetary damages arising from their conduct as directors, except to the extent otherwise required by the Articles and the Washington Business Corporation Act. The Articles also provide that the Company may indemnify its directors and officers to the fullest extent permitted by Washington law, including in circumstances in which indemnification is otherwise discretionary under Washington law. The Company has entered into indemnification agreements with the Company’s directors and certain officers for the indemnification of, and advancement of expenses to, these persons to the fullest extent permitted by law. The Company also intends to enter into these agreements with the Company’s future directors and certain future officers.

DERIVATIVES TRADING AND HEDGING POLICY

The Company considers it improper and inappropriate for any employee, officer, or director of the Company to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that directors, officers, and other employees, and their family members, may not engage in any of the following transactions:

•	Short Sales. Short sales of the Company’s securities.

•	Publicly Traded Options. Buying or selling Company options including puts, calls, or other derivative securities.

•	Hedging Transactions. Hedging transactions, including but not limited to zero-cost collars and forward sale contracts.

•	Margin Accounts and Pledges. Holding Company securities in margin accounts and/or pledging Company securities as collateral. The Company may on occasion provide limited exceptions to

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this prohibition such as where someone other than an executive officer or director wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

This policy is set forth in the Company’s “Insider Trading Policy,” which may be found under the “Company — Investor Relations — ESG — Governance Documents” section of our website, www.f5.com.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

We have adopted a Code of Ethics for Senior Financial Officers that applies to certain of our senior officers, including our Chief Executive Officer and Chief Financial Officer. The Code of Ethics for Senior Financial Officers is posted under the “Company — Investor Relations — ESG — Governance Documents” section of the Company’s website, www.f5.com. A copy of the Code of Ethics may be obtained without charge by written request to the Company’s Corporate Secretary. We also have a separate Code of Conduct that applies to all the Company’s employees, which may also be found under the “Company — Investor Relations — ESG — Governance Documents” section of our website.

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES; ATTENDANCE AT ANNUAL MEETING

The Company’s Board of Directors met or acted by unanimous written consent 11 times during fiscal year 2023. The outside directors met 2 times during fiscal year 2023, with no members of management present. The Audit & Risk Oversight Committee met 7 times and the Compensation Committee met 10 times. During fiscal year 2023, the Nominating and ESG Committee met 7 times. Each member of the Board of Directors attended 75% or more of the aggregate of the Board of Directors meetings and the meetings of the committees on which the director served during fiscal year 2023. All directors are also expected to attend the Company’s Annual Meetings of Shareholders. All directors attended the Company’s Annual Meeting of Shareholders for fiscal year 2022 except former Board member Mr. James Phillips.

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Board of Directors

The Board of Directors of the Company currently consists of eleven (11) directors. The Board of Directors has nominated the following eleven (11) directors for election to the Board of Directors at the Annual Meeting:

Name			Director Since
Marianne N. Budnik			October 2022
Elizabeth L. Buse			September 2020
Michel Combes			September 2023
Michael L. Dreyer			October 2012
Tami Erwin			October 2023
Alan J. Higginson			May 1996
Peter S. Klein			March 2015
François Locoh-Donou			April 2017
Nikhil Mehta			January 2019
Michael F. Montoya			June 2021
Sripada Shivananda			April 2020

All directors or their respective successors will stand for election on an annual basis. The nominees have consented to serve as directors of the Company if elected. If a nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for a substitute nominee as the Company may designate.

Director

Independence

The Nasdaq Listing Rules require that a majority of the Company’s directors be “independent,” as defined by Nasdaq Listing Rule 5605(a)(2) and determined by the Board of Directors. The Board of Directors consults with the Company’s legal counsel to ensure that the Board of Directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent.” After a review of relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accounting firm, the Board of Directors determined that the following directors and nominees were independent: Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Alan J. Higginson, Peter S. Klein, Nikhil Mehta, Michael F. Montoya and Sripada Shivananda. François Locoh-Donou is not considered independent because he is the Company’s President and Chief Executive Officer. Prior to their respective resignations, each of Ms. Bergeron, Ms. Myers and Mr. Phillips were deemed independent directors.

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Stock Ownership Guidelines for Directors

In October 2010, the Board of Directors adopted stock ownership guidelines for the Company’s directors and executive officers. Directors are required to own shares of Common Stock equal in value to five times the directors’ annual cash retainer. Directors are required to achieve this ownership level within three years of joining the Board. Shares of Common Stock that count toward satisfaction of the guidelines include shares purchased on the open market, shares obtained through stock option exercises, shares obtained through grants of Restricted Stock Units (RSUs), and shares beneficially owned in a trust, by a spouse and/or minor children. Shares owned by directors are valued at the greater of (i) the price at the time of acquisition/purchase or (ii) the current market value.

Nominees and Continuing

Directors

The following individuals have been nominated for election to the Board of Directors or will continue to serve on the Board of Directors after the Annual Meeting:

François

Locoh-Donou

Age: 52

Director Since: 4/2017

François Locoh-Donou has served as our President, Chief Executive Officer, and a director since April 2017. Prior to joining us, Mr. Locoh-Donou served as Chief Operating Officer at Ciena, a network strategy and technology company, from November 2015 to January 2017 and as Senior Vice President, Global Products Group, from August 2011 to November 2015. Mr. Locoh-Donou serves as a director of Capital One Financial Corporation, a publicly held bank holding company specializing in credit cards, auto loans, banking, and savings accounts, and is also the Co-Founder and Chairperson of Cajou Espoir, a social enterprise focused on cashew-processing that employs several hundred people in rural Togo, 80 percent of whom are women. Mr. Locoh-Donou holds an engineering degree from École Centrale de Marseille and a Masters in Sciences from Télécom ParisTech in France, and an M.B.A. from the Stanford Graduate School of Business.

With a 25-year background in enterprise technology, Mr. Locoh-Donou has extensive executive experience spanning the security, networking, and telecommunications industries. In his seven years as F5 CEO, he has led F5’s transformation from a datacenter hardware-centric company to a software-first leader in multi-cloud application security and delivery. Over 70% of revenues are now recurring, and our SaaS portfolio of services is rapidly expanding. Prior to F5, Locoh-Donou held leadership positions in Sales, Marketing, Operations and Product functions at global telecom solutions provider Ciena. As the sole management member of the Board of Directors, he serves a critical role in the communication between the Board and company leadership.

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Alan J. Higginson Age: 76 Director Since: 5/1996	Alan J. Higginson has served as Chair of the Board since April 2004 (with the exception of the period of July 1, 2015 to December 13, 2015 when he served as our Lead Independent Director), and as one of our directors since May 1996. Mr. Higginson served as Chairperson of Hubspan, Inc., an e-business infrastructure provider, from September 2009 to March 2012. He served as President and Chief Executive Officer of Hubspan from August 2001 to September 2007. From November 1995 to November 1998, Mr. Higginson served as President of Atrieva Corporation, a provider of advanced data backup and retrieval technology.
	Mr. Higginson also served as a director of Pivot3, Inc., a privately held company that develops and markets automated hyperconverged infrastructure solutions, from December 2011 to February 2020. Mr. Higginson also served as a director of adeptCloud Inc., a privately held company that provides cloud-based collaboration services, and Clarity Health Services, a privately held company that provides web-based health care coordination services. Mr. Higginson holds a B.S. in Commerce and an M.B.A. from Santa Clara University.
	Mr. Higginson has over 30 years of experience as a senior executive in a wide range of both public and private software and other technology companies. His experience includes leading worldwide sales organizations and the management of international joint ventures and distribution channels. He has also been active in a number of software and technology industry associations, and as an advisor to early-stage technology companies. Mr. Higginson joined our Board of Directors shortly after the Company was founded. His deep understanding of the Company’s historical and current business strategies, and objectives and technologies, provides an important and insightful perspective for our Board of Directors, as well as our senior management.

Marianne N.

Budnik

Age: 55

Director Since: 10/2022

Marianne N. Budnik has served as one of our directors since October 2022. Ms. Budnik currently serves as Chief Marketing Officer for VAST Data, a privately held AI data platform company, since September 2023. She also serves on the board of Cerence, Inc., a publicly traded provider of artificial intelligence powered assistants for connected autonomous vehicles, since October 2019. Prior to joining VAST Data, Ms. Budnik served as Chief Marketing Officer for Talon Cyber Security (recently acquired by Palo Alto Networks in November 2023), a privately held provider of cybersecurity solutions for the distributed workforce, from March 2022 through July 2023. From December 2020 through March 2022, Ms. Budnik served as Chief Marketing Officer for CrowdStrike Holdings, Inc., a publicly traded cybersecurity technology company. Prior to that time, Ms. Budnik served as Chief Marketing Officer for CyberArk Software, Ltd., a publicly traded information security technology company, from May 2017 through December 2020. Her previous experience includes leadership roles with SimpliVity, Acme Packet, CA Technologies, and EMC Corporation. Ms. Budnik holds an M.B.A. from Boston University and a B.S. from Babson College.

Ms. Budnik’s extensive experience as a Chief Marketing Officer in the cybersecurity industry brings a valuable perspective on best practices and solutions. Ms. Budnik’s cybersecurity expertise combined with her extensive experience in marketing makes her well qualified to serve on our Board of Directors.

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Elizabeth L. Buse Age: 62 Director Since: 9/2020
	Elizabeth L. Buse has served as one of our directors since September 2020. Ms. Buse served as Co-Chief Executive Officer and Chief Executive Officer of Monitise, PLC, a publicly traded financial services technology company, from June 2014 through October 2015. Prior to that time, Ms. Buse served as Executive Vice President of Global Services with Visa, Inc., a publicly traded leading global payments technology company. Ms. Buse held various other senior leadership positions at Visa during her 16-year tenure there, including Group President for Asia-Pacific, Central Europe, Middle East, and Africa. Ms. Buse has served on the Board of Directors of U.S. Bancorp, a publicly traded bank holding company, since June 2018. She also served on the Board of Directors of eNett International, a privately held payment services company specializing in B2B international payment solutions, from March 2016 until June 2019, and Travelport Worldwide Limited, a publicly traded travel technology company, from September 2014 until June 2019. Ms. Buse holds a B.A. in Spanish Linguistics from UCLA and an M.B.A. from University of California – Berkeley, Haas School of Business.
	Ms. Buse has extensive experience in the financial services industry. She brings to our Board of Directors insights regarding the financial services industry globally and provides a valuable perspective on best practices and solutions. Ms. Buse’s financial services and technology expertise combined with her background as a Chief Executive Officer in the financial services industry makes her well qualified to serve on our Board of Directors.

Michel COMBES Age: 61 Director Since: 9/2023
	Michel Combes re-joined our Board of Directors in September 2023. Mr. Combes previously served as one of our directors from July 2018 through March 2021. He currently serves as Executive Vice President of Claure Group, a privately held global entrepreneurial and investment firm. Mr. Combes previously served as the President and Chief Executive Officer of SoftBank Group International, an international arm of SoftBank Group Corp., a publicly traded multinational investment holding company from June 2020 through June 2022. Prior to joining SoftBank Group International, Mr. Combes served as the President and Chief Executive Officer of Sprint from January 2018 through April 2020. Mr. Combes also served as Chief Executive Officer and director of Altice N.V., a Netherlands-based multinational telecoms company, where he was responsible for telecom, media and content operations around the world. Before joining Altice, Mr. Combes was the Chief Executive Officer at Alcatel-Lucent, a global telecommunications equipment company, from April 2013 to August 2015. He also held the positions of CEO of Vodafone Europe, Chairperson and CEO of TDF Group, and Chief Financial Officer and Senior Executive Vice President of France Telecom. Mr. Combes currently serves on the Board of Directors for Phillip Morris International, a publicly traded American multinational tobacco company building a future on smoke-free products, since December 2020, as well as Etisalat, a publicly traded global telecommunications company, since March 2021. He also sits on the Advisory Committee for McLaren Group Ltd since November 2017. He previously served on the Board of Directors for Assystem SA from 2003 to 2023, where he remains a non-voting Board Observer. Mr. Combes received a Master of Science degree from École Polytechnique with a focus in engineering and a doctorate from Paris Dauphine University.
	Mr. Combes has extensive experience as a telecommunications and technology executive. He brings to our Board of Directors insights regarding the telecommunications industry in Europe and provides a valuable perspective on best practices and solutions. Mr. Combes’ telecommunications and technology expertise combined with his background as a chief executive officer in the telecommunications industry make him well qualified to serve on our Board of Directors.

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Tami Erwin

Age: 59

Director Since: 10/2023

Tami Erwin joined our Board of Directors in October 2023. Ms. Erwin served as Executive Vice President and Chief Executive Officer of Verizon Business Group, a division of Verizon Communications, Inc., a publicly traded multinational telecommunications conglomerate, from February 2019 through September 2022, where she was one of Verizon’s top three operating executives responsible for operating the company’s wireless and premier all-fiber network as well as strategy, marketing, and sales and operations. Prior to that, Ms. Erwin served as Executive Vice President and Chief Operating Officer of Verizon Wireless from 2016 through April 2019. Ms. Erwin held various other senior leadership positions at Verizon during her 35-year tenure there, including Senior Vice President and Group President of Consumer & Mass Business Markets, and Chief Marketing Officer. Ms. Erwin has served on the Board of Directors of John Deere, a publicly traded tractor and heavy equipment manufacturer, since May 2020. She also serves on the Board of Directors of York Space Systems, a privately held provider of mission-ready spacecraft platforms, since February 2023. Additionally, Ms. Erwin serves on the Advisory Council of Aptiv, a publicly traded automotive technology supplier, since February 2023 and is an Operating Partner for Digital Gravity Infrastructure Partners, a UK based mid-market investment firm with a sustainability mandate, joining in July 2023. Ms. Erwin holds an Executive Program Certification from the Stanford Graduate School of Business.

Ms. Erwin has extensive leadership experience in the telecommunications and technology industry. She brings to our Board of Directors insights regarding digital transformation and growth and provides a valuable perspective on scaling innovation and driving transformation across large and complex organizations. Ms. Erwin’s telecommunications and technology expertise combined with her background as a Chief Executive Officer, Chief Operating Officer and Chief Marketing Officer in the telecommunications industry makes her well qualified to serve on our Board of Directors.

Michael L. Dreyer Age: 60 Director Since: 10/2012
	Michael L. Dreyer has served as one of our directors since October 2012. Mr. Dreyer retired in 2019 as Chief Operations Officer for Silicon Valley Bank, a high-tech commercial bank, and prior to that served as Chief Operating Officer at Monitise, a technology leader in mobile banking. Before joining Monitise, he was the Chief Information Officer at Visa Inc. from July 2005 to March 2014, where he was responsible for Visa’s systems and technology platforms. Before the formation of Visa Inc., he was Chief Information Officer of Inovant, where he oversaw the development and management of Visa’s global systems technology. Previously, Mr. Dreyer held executive positions at VISA USA as Senior Vice President of processing and emerging products, and Senior Vice President of commercial solutions. He also held senior positions at American Express, Prime Financial, Inc., Federal Deposit Insurance Corporation, Downey Savings, Bank of America, and the Fairmont Hotel Management Company. From October 2018 to August 2022, Mr. Dreyer served as a Director of Deep Labs, Inc., a private company specializing in artificial intelligence and machine learning. Mr. Dreyer currently serves as a Director of Coherent Corporation (formerly II-VI Incorporated), a publicly held company that supplies engineered materials, optoelectronic components and optical systems solutions that acquired Finisar in 2019 (previous board). Mr. Dreyer received an M.B.A. and a B.S. in psychology from Washington State University.
	Mr. Dreyer has extensive experience as an information technology executive. He brings to our Board of Directors valuable insights regarding data center operations and the role of our technology in the data center, as well as an understanding of data traffic management technologies, data security, and other networking technology trends. Mr. Dreyer’s information technology and data management expertise combined with his background as a senior executive in the financial industry make him well qualified to serve on our Board of Directors.

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Peter S. Klein

Age: 61

Director Since: 3/2015

Peter S. Klein has served as one of our directors since March 2015. Mr. Klein has 25 years of experience as a senior finance executive. He served as Chief Financial Officer of WME, a global leader in sports and entertainment marketing, from January 2014 until June 2014. Prior to that, he served as Chief Financial Officer of Microsoft Corporation from November 2009 until May 2013. Mr. Klein spent over 11 years at Microsoft, including roles as Chief Financial Officer of Server and Tools and Chief Financial Officer of Microsoft Business Division. From 1990 until 2002, Mr. Klein held senior finance roles with McCaw Cellular Communications, Orca Bay Capital, Asta Networks and Homegrocer.com. He currently serves on the Board of Directors of Denali Therapeutics, a publicly traded biotechnology company, and Accolade, a publicly traded health care technology and services company. He previously served on the Board of Directors of Sarcos Technology and Robotics Corp., a publicly traded robotics and microelectromechanical company, from September 2016 through January 2024, and Apptio Inc., a publicly traded software company, from October 2013 through January 2019, as well as Joshua Green Corporation, a privately held investment company, from May 2015 to February 2023. Mr. Klein holds a B.A. from Yale University and an M.B.A. from the University of Washington.

Mr. Klein’s extensive experience as a finance executive in a variety of technology companies, including experience as the Chief Financial Officer of the world’s largest software company, and experience managing the finance function for significant enterprises with diverse operating models, bring important and valuable perspectives to our Board of Directors. His experience as a public company chief financial officer qualifies him as an “audit committee financial expert” as defined in Item 407 of Regulation S-K.

Nikhil Mehta

Age: 46

Director Since: 1/2019

Nikhil Mehta has served as one of our directors since January 2019. Mr. Mehta has been the Chief Executive Officer of Gainsight, Inc., a leading Customer Success Software-as-a-Service (“SaaS”) platform provider, since February 2013. Prior to joining Gainsight, he served as Chief Executive Officer of LiveOffice, which was acquired by Symantec in January 2012. Before joining LiveOffice, Mr. Mehta served in several product management and engineering leadership roles at Symantec. Mr. Mehta has served on the Board of Directors of Lead Edge Growth Opportunities, Ltd., a publicly traded blank check company focused on technology businesses, since March 2021, as well as Pubmatic, a publicly traded company that develops and implements online advertising software and strategies for the digital publishing and advertising industry, since August 2023. Mr. Mehta holds a B.A. in biochemistry from Harvard University and an M.S. in computer science from Harvard Graduate School of Arts and Sciences.

Mr. Mehta has extensive experience as an executive at leading SaaS companies. His insights regarding SaaS and related technology combined with his background serving as a Chief Executive Officer make him well qualified to serve on our Board of Directors.

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Michael F.

Montoya

Age: 52

Director Since: 6/2021

Michael F. Montoya joined the Board in June 2021. Mr. Montoya has served as the Senior Vice President and Chief Information Security Officer of Equinix, Inc., a global interconnection and data center company, since October 2019. Prior to joining Equinix, he served as Senior Vice President and Chief Information Security Officer of Digital Realty Trust, Inc. from September 2018 through September 2019. Before joining Digital Realty Trust, Inc., Mr. Montoya served as Chief Security Advisor for Microsoft Singapore from August 2016 through September 2018, where he was responsible for incident response, security services, and security revenue for the Asia region. Prior to Microsoft, Mr. Montoya served as Vice President, Cloud Security for FireEye Singapore, responsible for Asia services and global cloud security operations. Mr. Montoya also held various senior IT and Operational roles at Microsoft UK, Microsoft Redmond, and EMC. Mr. Montoya has served on the Board of Directors of Sygnia, a global leader of security incident response since August 2022. Mr. Montoya holds a B.A. in economics from The University of New Mexico.

Mr. Montoya’s extensive experience as an information security executive provides a valuable perspective on best practices and solutions. His insights regarding cybersecurity combined with his background serving as a Chief Information Security Officer make him well qualified to serve on our Board of Directors.

Sripada

Shivananda

Age: 51

Director Since: 4/2020

Sripada Shivananda has served as one of our directors since April 2020. Mr. Shivananda joined PayPal Holdings, Inc., a publicly traded financial technology company and global leader in digital payment technologies, in June 2015 as Vice President, Global Platform and Infrastructure and currently serves as Executive Vice President and Chief Technology Officer as of March 2021. Prior to joining PayPal, he served as Vice President, Global Platform and Infrastructure of eBay, Inc., a publicly traded global ecommerce company, from November 2013 to June 2015, and prior to that he served in other positions during his 14-year tenure with eBay. Mr. Shivananda currently serves as a Director of KindKart, a charitable marketplace that connects donors with charities, as of November 2023. Mr. Shivananda holds a Bachelor of Technology in mechanical engineering from Jawaharlal Nehru Technology University and a Master of Science in mechanical engineering from Ohio University, Russ College of Engineering.

Mr. Shivananda’s extensive experience as a technology executive brings insights regarding product, technology, infrastructure, and cybersecurity and provides a valuable perspective on best practices and solutions. Mr. Shivananda’s technology expertise combined with his extensive experience managing the technology for publicly traded technology companies makes him well qualified to serve on our Board of Directors.

There are no family relationships among any of the Company’s directors or executive officers. None of the corporations or other organizations referred to in the biographical information set forth above is a parent, subsidiary, or other affiliate of the Company.

Director Nomination

Board Composition and Effectiveness. In fiscal year 2022, the Board, led by the Chairperson of the Nominating and ESG Committee retained an outside consultant, Spencer Stuart, to embark on a three-year engagement to assist the Board in evaluating its composition, working practices, and effectiveness utilizing a framework focused on the Council of Investors Seven Indicators of Strength. In fiscal year 2023, Spencer Stuart delivered its initial assessment along with recommendations for continued alignment with best practices, which the Board and management adopted.

Criteria for Nomination to the Board of Directors. The Nominating and ESG Committee considers the appropriate balance of experience, skills, and characteristics required of the Board of Directors, and seeks to ensure that at least a majority of the directors are independent under the Nasdaq Listing Rules, that members of the Company’s Audit & Risk Oversight Committee meet the financial literacy requirements under the Nasdaq Listing Rules and that at least one of them qualifies as an

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“audit committee financial expert” under the rules of the Securities and Exchange Commission (the SEC). Nominees for director are selected on the basis of, among other things, their depth and breadth of experience, integrity, diversity, ability to work effectively as part of a team, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties. In evaluating director candidates, regardless of the source of the nomination, the Nominating and ESG Committee will consider, in accordance with its charter and the Company’s Corporate Governance Guidelines, the composition of the Board as a whole, the requisite characteristics (including independence, diversity, skills, and experience) of each candidate, and the performance and continued tenure of incumbent Board members, as well as Board succession plans. With respect to Board diversity, we broadly construe diversity to mean not only diversity of race, gender, sexual orientation, and ethnicity, but also diversity of geography, culture, opinions, perspectives, and professional and personal experiences. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law. The Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. The Board therefore considers diversity in identifying nominees for director but does not have a separate policy directed toward diversity. The Nominating and ESG Committee, as well as the full Board, also considers the candidate’s outside board service in evaluating their ability to serve. The Company’s Corporate Governance Guidelines provide that Directors generally cannot serve on a total of more than three public company boards, including the F5 Board. Directors who wish to serve on more than three public company boards may request an exception from the full F5 Board, which may approve the request if it determines, following consultation with the Nominating and ESG Committee, that such service will not adversely affect the requesting director's ability to serve effectively on the F5 Board and its committees. Pursuant the process outlined above and following careful consideration of all facts and circumstances including Mr. Combes availability and commitment to the F5 Board, the Board approved Mr. Combes serving as a director on three public company boards (including F5) as well as a non-voting board observer for another public company board. A copy of the Company’s Corporate Governance Guidelines can be found on our website at www.f5.com under the “Company – Investor Relations – ESG – Governance Documents.”

Process for Identifying and Evaluating Nominees. The process for identifying and evaluating nominees to fill vacancies on the Board of Directors is initiated by assessing critical Company and Board needs, based on the present and future strategic objectives of the Company and the specific skills required for the Board as a whole and for each Board committee. A third-party search firm is generally used by the Nominating and ESG Committee to identify qualified candidates. These candidates are evaluated by the Nominating and ESG Committee by reviewing the critical needs assessment, the candidates’ biographical information and qualifications, and checking the candidates’ references.

Serious candidates meet with all members of the Board and as many of the Company’s executive officers as practical. Using the input from such interviews and the information obtained from and recommendation provided by the Nominating and ESG Committee, the full Board determines whether to appoint or nominate, as the case may be, a candidate to the Board.

The Nominating and ESG Committee will evaluate the skills and experience of existing Board members against the Company’s critical needs assessment in making recommendations for nomination by the full Board of candidates for election by the shareholders. The nominees to the Board of Directors described in this Proxy Statement were unanimously approved by the Company’s directors. The Board appointed Mr. Combes and Ms. Erwin to the Board on September 29, 2023 and October 31, 2023, respectively. Mr. Combes was recommended by the Nominating and ESG Committee based upon his prior experience with the Board and operational experience as CEO of very large and complex telecommunications companies. Mr. Combes underwent a further vetting process and background check conducted by the Company as well as interviews with the Board and management. Ms. Erwin was recommended by a third-party search firm the Nominating and ESG Committee retained at the expense of the Company. The third-party

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search firm was provided guidance as to the skills, experience, and other characteristics the Nominating and ESG Committee was seeking in potential candidates and was specifically requested to include diverse candidates in the search. The third-party search firm identified a number of potential candidates, including Ms. Erwin, and prepared background materials on these candidates, which were provided to the members of the Nominating and ESG Committee for their review. The third-party search firm interviewed those candidates whom the Nominating and ESG Committee determined merited further consideration and assisted in arranging interviews of selected candidates with members of the Nominating and ESG Committee, other members of the Board of Directors, and certain of the Company’s executive officers. The third-party search firm also completed reference checks on Ms. Erwin.

The Nominating and ESG Committee expects that a process similar to that with respect to Ms. Erwin’s candidacy will be used to evaluate nominees recommended by shareholders.

Shareholder Recommendations and Nominations—Proxy access candidates. The Company’s Bylaws permit a shareholder or group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two directors or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. A nominating shareholder is required to provide appropriate written notice of that shareholder’s intent to make the nomination to the Secretary of the Company not less than 120 days nor earlier than 150 days before the first anniversary of the date that the Company sent out its Proxy Statement for the prior year’s Annual Meeting of Shareholders. In order to be considered timely for the 2024 Annual Meeting, appropriate notice of the nomination must be received by the Secretary of the Company on or after August 29, 2024 and on or before September 28, 2024. Nominating shareholders and nominees must satisfy the notice, information, and consent requirements set forth in the Company’s Bylaws.

The Nominating and ESG Committee will consider written proposals from shareholders for nominees for director. Any such nominations should be submitted to the Nominating and ESG Committee c/o the Corporate Secretary and should include the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); (b) the name(s) and address(es) of the shareholder(s) making the nomination and the number of shares of Common Stock that are owned beneficially and of record by such shareholder(s); (c) appropriate biographical information and a statement as to the qualification of the nominee; and (d) any other applicable information required by the Bylaws of the Company or otherwise reasonably requested by the Company. Such nominations should be submitted in the timeframe regarding nominations described in the Bylaws of the Company and under the caption “Shareholder Proposals for the Annual Meeting for Fiscal Year 2024” below.

Communications with Directors

Shareholders who wish to communicate with our directors may do so by contacting them c/o Corporate Secretary, F5, Inc., 801 Fifth Avenue, Seattle, Washington 98104. As set forth in the Company’s Corporate Governance Guidelines, a copy of which may be found under the “Company — Investor Relations — ESG — Governance Documents” section of our website, www.f5.com, these communications will be forwarded by the Corporate Secretary to a Board member, Board committee or the full Board of Directors, as appropriate.

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Compensation of Directors

Prior to each Annual Meeting of Shareholders, the Compensation Committee reviews with its compensation consultant the appropriate level and form of compensation for non-employee directors and makes recommendations to the Board of Directors. In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including the compensation consultant’s review of the equity award and cash retainer elements of non-employee director compensation in terms of practice and pay level with respect to both the Company and companies comprising the same peer group used by the Compensation Committee in connection with its review of executive compensation, market trends, and the emphasis on equity to support alignment with shareholders. The Compensation Committee did not recommend any changes to non-employee director compensation based on its review and the Board of Directors made no changes to the director compensation level for fiscal year 2023. The Board of Directors approves all equity awards to be granted to non-employee directors on the date of the Annual Meeting of Shareholders as well as the amount of the annual cash retainer, paid in quarterly installments.

The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended September 30, 2023.

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Director Compensation for Fiscal Year 2023

Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾	Total ($)
Sandra E. Bergeron	37,687	__	37,687
Marianne N. Budnik	87,411	355,273	442,684
Elizabeth L. Buse	95,986	250,048	346,034
Michel Combes	394	—	394
Michael L. Dreyer	105,000	250,048	355,048
Alan J. Higginson	185,000	250,048	435,048
Peter S. Klein	100,000	250,048	350,048
Nikhil Mehta	85,000	250,048	335,048
Michael F. Montoya	92,500	250,048	342,548
Marie E. Myers	80,000	250,048	330,048
James M. Phillips	68,601	250,048	318,649
Sripada Shivananda	92,500	250,048	342,548

1.

François Locoh-Donou, the Company’s President and Chief Executive officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his services as a director. In addition, Tami Erwin did not join the Board until after (i.e., on October 31, 2023) the completion of the Company’s fiscal year 2023.

2.

Represents the aggregate annual retainers, Board of Directors chair retainer, committee chair retainers, and member committee fees. Non-employee directors of the Company are currently paid $60,000 annually for their services as members of the Board of Directors. The Chair of the Board of Directors receives an additional $100,000 paid annually. Chairs of the Audit & Risk Oversight, Compensation, and Nominating and ESG Committees receive an additional $20,000, $12,500, and $12,500, respectively, annually. In addition, the members of the Audit & Risk Oversight, Compensation, and Nominating and ESG Committees (including the Committee chairs) are paid annual payments of $20,000, $12,500, and $12,500, respectively. Directors receive cash fees in quarterly installments. Mr. Phillips resigned from the Board of Directors on July 21, 2023, and Ms. Myers resigned from the Board of Directors on January 3, 2024. Ms. Budnik was appointed to the Board of Directors on October 7, 2022, at which time Ms. Budnik also became a member of the Audit & Risk Oversight Committee. Mr. Combes was appointed to the Board of Directors on September 29, 2023, at which time Mr. Combes also became a member of the Compensation Committee. Mses. Budnik and Buse became members of an additional committee on January 20, 2023. The following table provides a breakdown of fees earned or paid in cash:

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Director Compensation for Fiscal Year 2023

Name	Annual Retainers ($)	Board and Committee Chair Fees ($)	Member Committee Fees ($)	Total ($)
Sandra E. Bergeron	26,333	3,785	7,569	37,687
Marianne N. Budnik	59,022	0	28,389	87,411
Elizabeth L. Buse	60,000	8,715	27,271	95,986
Michel Combes	326	0	68	394
Michael L. Dreyer	60,000	12,500	32,500	105,000
Alan J. Higginson	60,000	100,000	25,000	185,000
Peter S. Klein	60,000	20,000	20,000	100,000
Nikhil Mehta	60,000	0	25,000	85,000
Michael F. Montoya	60,000	0	32,500	92,500
Marie E. Myers	60,000	0	20,000	80,000
James M. Phillips	48,424	0	20,177	68,601
Sripada Shivananda	60,000	0	32,500	92,500

3.

This column represents the aggregate grant date fair value of restricted stock units (RSUs) granted to directors in the applicable year computed in accordance with ASC Topic 718 and determined as of the grant date. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, please refer to note 1 in our financial statements, “Summary of Significant Accounting Policies — Stock-based Compensation,” included in our Annual Report to Shareholders on Form 10-K for the year ended September 30, 2023. On March 9, 2023, the Board of Directors approved the recommendations of the Compensation Committee that each non-employee director receive a grant on March 9, 2023 of RSUs representing the right to receive 1,770 shares of Common Stock under the F5, Inc. Incentive Plan (with a grant date fair value of $250,048 in accordance with ASC Topic 718), which will fully vest on March 13, 2024 if the non-employee director continues to serve as a director on that date. On October 31, 2022, the Board of Directors approved the recommendations of the Compensation Committee that Ms. Budnik receive in connection with her appointment to the Board a grant on November 1, 2022 of RSUs representing the right to receive 728 shares of Common Stock under the F5, Inc. Incentive Plan (with a grant date fair value of $105,225 in accordance with ASC Topic 718), which fully vested on March 8, 2023. As of September 30, 2023, the 1,770 RSUs awarded to each non-employee director were the only RSUs held by each such director, and they were not yet vested. Due to the timing of their respective departure from and appointment to the Board, Ms. Bergeron and Mr. Combes were not granted RSUs in fiscal year 2023.

Compensation Risk Assessment

The Compensation Committee and Company management have reviewed the Company’s compensation plans and programs and have concluded that none of these plans or programs is reasonably likely to have a material adverse effect on the Company. In making this evaluation, the Compensation Committee reviewed the key elements of each of the Company’s compensation programs and the means by which any potential risks are mitigated, including through various elements in the Company’s enterprise risk management program.

The Company’s compensation programs include a mix of base salary, cash incentive compensation, and long-term equity compensation. We structure our compensation program for executive officers to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that executive officers will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and

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Director Compensation for Fiscal Year 2023

equity) components of our compensation programs are designed to reward both short-term and long-term company performance, which we believe discourages our executive officers from taking actions that focus only on our short-term success and helps align our employees with our shareholders and on our longer-term success.

We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. Our employees, including executive officers, are required to comply with our Code of Conduct, which covers, among other things, accuracy in keeping financial and business records. As discussed more thoroughly below, the Company also has a Clawback Policy to recoup performance compensation in the event the Company restates its reported financial results to correct a material accounting error on an interim or annual financial statement included in a report on Form 10-Q or 10-K due to material noncompliance with a financial reporting requirement.

The Compensation Committee approves the overall annual equity pool based upon annual target levels and approves each equity award at the time of grant. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner.

The annual cash incentive compensation for the executive officers in fiscal year 2023 included both revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) targets, as well as targets for Diversity and Inclusion (D&I) metrics. These targets were intended to ensure that the executive officers appropriately manage operating risks, avoid excessive risk-taking, and maintain the Company’s gross margin and operating margin targets while growing our revenue base, as well work to make F5 a diverse and inclusive organization. The revenue and EBITDA targets were also used for setting the pool for cash incentive compensation (MBOs) for all Company employees. In addition, in fiscal year 2024 the Company adjusted it’s vesting period for the relative total shareholder return metric to transition to a three year vesting period by fiscal year 2027 to tie the incentive compensation of the executives directly to longer term shareholder performance. As part of our equity policies, we prohibit hedging and pledging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Company’s “Compensation Discussion and Analysis.” Based on this review and discussions, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the Company’s Annual Report to Shareholders on Form 10-K for the fiscal year ended September 30, 2023.

Members of the Compensation Committee:

Elizabeth L. Buse, Chair

Marianne N. Budnik

Michel Combes

Tami Erwin

Alan J. Higginson

Nikhil Mehta

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Executive Compensation

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis provides information about the compensation program for our named executive officers (NEOs) in fiscal year 2023:

•	François Locoh-Donou, President and Chief Executive Officer

•	Frank Pelzer, Executive Vice President and Chief Financial Officer

•	Tom Fountain, Executive Vice President of Global Services and Chief Strategy Officer

•	Kara Sprague, Executive Vice President and Chief Product Officer

•	Chad Whalen, Executive Vice President of Worldwide Sales

In 2022, the Company reached a significant milestone in its transformation journey with software- and SaaS-related revenue representing more than 50% of its product revenues for the year. In fiscal year 2023, the Company aimed to continue to become more software and SaaS-led, and to increase profitability. In setting the compensation for the NEOs for fiscal year 2023, the Talent and Compensation Committee of the Company’s Board of Directors (the “Committee”) adopted policies and targets aligned with the strategic direction of the Company as executive leadership strives to drive the Company to be the leader in multi-cloud application services while building long-term shareholder value.

Macroeconomic uncertainty associated with the continued war in the Ukraine, rising interest rates and a sluggish tech economy affected our results in fiscal year 2023 and may continue to do so in the future. Despite these challenges, we deliver on our commitment to grow our earnings per share through disciplined operating expense management. We also continue to return cash to shareholders through our stock buyback program.

Fiscal Year 2023 Proxy Statement

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Factors to Consider

FISCAL YEAR 2023 Performance Highlights			Annual revenue $2.8 BILLION			Cash flow from operations $653 MILLION
FISCAL YEAR 2023 Performance Highlights			GAAP net income $395 MILLION			Cash returned to shareholders through share repurchases $350 MILLION

Awards and Company Recognition			Ranked #1 in Fortune Modern Board			Application Delivery Controller 2023 PeerSpot Tech Leader Award			F5 named among 2023 America’s Climate Leaders in USA Today and Statista
			Merit Award Silver recipient for Excellence in Brand Activation			F5 named in the Top 10 in the Computer Services sector for America’s Most JUST Companies, by JUST Capital			Ten company employees were included in CRN’s 2023 Women of the Channel

COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION	WHAT WE DO
		PAY FOR PERFORMANCE EMPHASIZED AND EXECUTIVE COMPENSATION ALIGNED WITH F5’S BUSINESS OBJECTIVES AND PERFORMANCE, AND THE CREATION OF SHAREHOLDER VALUE
		LISTEN TO SHAREHOLDER FEEDBACK - REPLACED THE SOFTWARE REVENUE GROWTH PERFORMANCE METRIC IN THE LONG-TERM INCENTIVE PROGRAM WITH AN EARNINGS PER SHARE (EPS) METRIC TO INCREASE FOCUS ON PROFITABILITY
		INCENTIVE-BASED COMPENSATION AT RISK IF THRESHOLD PERFORMANCE METRICS NOT ACHIEVED
		EXECUTIVE COMPENSATION IS REVIEWED ANNUALLY BY AN INDEPENDENT COMPENSATION CONSULTANT HIRED BY THE TALENT AND COMPENSATION COMMITTEE
		STOCK OWNERSHIP GUIDELINES THAT ENCOURAGE ALIGNMENT WITH THE INTERESTS OF SHAREHOLDERS
		POST-VESTING HOLDING REQUIREMENTS EXPANDED TO REQUIRE A MINIMUM OF ONE YEAR HOLD AFTER VESTING OF THOSE EQUITY AWARDS GRANTED IN FISCAL YEAR 2022 AND THEREAFTER
		INCENTIVE COMPENSATION CLAWBACKS

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Executive Compensation

						SHAREHOLDER ENGAGEMENT AND ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION
						DOUBLE-TRIGGER CHANGE OF CONTROL AGREEMENTS


updates to the compensation program for fiscal year 2024			The Committee with the assistance of its independent compensation consultant continues to monitor and evaluate the Company’s compensation practices for its executive officers and has implemented three changes for fiscal year 2024 to further align executive compensation with the creation of long-term shareholder value and expectations of our shareholders.

The first change is to implement a transition of the measurement and vesting periods for the performance based RSU’s (“Performance Awards”) earned by executives based upon the Company’s rTSR performance. Over the coming three years shares earned for rTSR performance will transition to a three-year measurement period with a three-year cliff vesting at the end of the measurement period. The Company believes that this three-year measurement period and cliff vesting better rewards the creation of long-term shareholder value.

The second change is to implement a new performance metric for the Company’s short-term cash incentive (STI) program for executives and to rebalance the weighting for the STI metrics. Specifically, the Company replaced the EBITDA metric with a new Non-GAAP Operating Income metric as it is more reflective of the Company’s near-term financial performance. In addition, the Company re-weighted its top line and bottom line STI metrics (revenue and non-GAAP operating income) from a 60% weighting for revenue to a 45% weighting for revenue and an equal weighting of 45% for non-GAAP operating income. The remaining 10% will continue to be based upon the Company’s performance against its DEI goals. The Company believes that this new weighting is appropriate as it continues to grow profitability through operating leverage while also driving top line growth.

Finally, in order to simplify the Company’s LTI program, the Company moved from a series of three one-year measurement periods for Performance Awards for executives based on financial metrics to a one-year performance measurement period and a series of one year cliff vesting periods with one third vesting each year based upon achievement over the one-year performance period. The Company believes that this arrangement, along with the three-year performance period and cliff vesting for Performance Awards associated with the Company’s rTSR metric provides a balance of incentives to drive shareholder value and motivate and retain top executives.

Fiscal Year 2023 Proxy Statement

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Executive Compensation

updates to the

compensation program for

fiscal year 2023

In recognition and the Company’s focus on profitability, for fiscal year 2023, we replaced the previous software revenue growth performance metric in our long-term incentive program with an Earnings Per Share (EPS) metric. In addition, as part of the Company’s efforts to increase profitability in a challenging macroeconomic environment, the Compensation Committee capped executive payouts under its short-term cash incentive program at 30% of target for the NEO’s other than CEO Mr. Locoh-Donou whose short-term cash incentive was capped at 0% for the year despite achievement levels. Executive payouts were capped as part of a program to lower expenses which aided in achieving stronger profitability for the year.

The Committee intends to continue to monitor, evaluate and update the Company’s executive compensation program as appropriate to reflect shareholder feedback and best practices for the Company’s compensation programs for its executive officers.

The charts below reflect the relative values of the various elements of NEO compensation and percentage of CEO compensation that was performance-based (bonus and performance-based portion of LTI) for fiscal year 2023:

“Other NEO Compensation” is an average of the NEOs other than the CEO. Base salary, bonus, and LTI are at target. Please refer to the “Cash Incentive Compensation” and “Fiscal Year 2023 Equity Awards” sections below for information on the values.

Fiscal Year

2023 Corporate

Performance

The Company’s total annual revenue in fiscal year 2023, $2.8 billion, was the highest ever, representing an increase of 4% over fiscal year 2022. Cash flow from operating activities was $653 million and GAAP net income was $395 million. Cash flow from operations increased in fiscal year 2023 as a result of increased profitability. This was driven by revenue growth and a reduction to our cost base, as well as improved collections, and reduced inventory-related cash commitments as supply chain pressures normalized.

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Fiscal Year 2023 Proxy Statement