Palo Alto Networks management check
PANW · Information Technology · Systems Software · CEO Nikesh Arora
Filings as of
3 good · 2 to watch · 2 flagged, across the seven questions below.
- Good
Have owners done well?
Beat its chosen peers$100 invested at the start of fiscal 2021 grew to $407, against $281 for the peer group the company picked itself.
- Watch
Does pay follow performance?
Pay only loosely tracked returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of -0.13 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Flag
What does the CEO cost owners?
8.8% of net income$99.7m of reported pay in fiscal 2025, against $1.1bn of net income.
- Watch
Do they own the stock?
Insiders are selling7 insiders sold $48.0m in the last six months and none bought. 32 of 63 sales ran on pre-arranged 10b5-1 plans.
- Flag
Are owners being diluted?
Share count growingDiluted shares changed +1.8% a year over the last three fiscal years. Stock-based pay was 14.0% of revenue in the latest year.
- Good
Is leadership stable?
8 leadership filings in 3 yearsCEO in the pay table: Nikesh Arora. 8 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Information Technology.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 100 | 33 | |
| Pay for performance | 44 | 87 | |
| CEO cost | 0 | 35 | |
| Skin in the game | — | — | 47 |
| Dilution | 20 | 56 | |
| Stable leadership | 85 | 85 | |
| Clean books | 100 | 100 |
Closest peers
Others in Systems Software, by management score. Palo Alto Networks is 46th of 73 in its sector.
- 63FTNTFortinet79
- 212MSFTMicrosoft68
- 346GENGen Digital58
- 351PANWPalo Alto Networks58
- 378CRWDCrowdStrike56
- 459NOWServiceNow43
- 485TWLOTwilio30
Pay versus performance
From the proxy statement filed November 7, 2025. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Nikesh Arora | $99.7m | $267.5m | $23.5m | $407 | $281 | $1.1bn |
| 2024 | Nikesh Arora | $58.0m | $105.3m | $16.3m | $381 | $227 | $2.6bn |
| 2023 | Nikesh Arora | $151.4m | $266.4m | $12.1m | $293 | $168 | $439.7m |
| 2022 | Nikesh Arora | $10.4m | $208.5m | $8.1m | $195 | $132 | −$267.0m |
| 2021 | Nikesh Arora | $23.3m | $219.7m | $10.3m | $156 | $140 | −$498.9m |
The board says pay is tied most to NGS ARR. Its other key measures: Relative TSR Percentile Rank (how the Company’s TSR compares to the TSRs of the companies that are a component of the S&P 500 Index on the last day of the applicable performance period), Annual Non-GAAP EPS, Revenue, Organic Operating Margin.
Insiders and the CEO's stake
7 insiders sold $48.0m in the last six months and none bought. 32 of 63 sales ran on pre-arranged 10b5-1 plans.
- SoldLee KlarichEVP Chief Product & Tech Ofcr · 10b5-1 plan$16.3mMay 22, 2026
- SoldJames J GoetzDirector$13.1mSep 17, 2026
- SoldDipak GolechhaEVP, Chief Financial Officer · 10b5-1 plan$12.2mSep 24, 2026
- SoldJohn P. KeyDirector$3.0mSep 14, 2026
Leadership and governance on file
- Aug 21, 2026Leadership change8-K 5.02
- Dec 11, 2025Leadership change8-K 5.02
- Nov 19, 2025Leadership change8-K 5.02
- Aug 18, 2025Leadership change8-K 5.02
- Feb 13, 2025Leadership change8-K 5.02
- Dec 17, 2024Leadership change8-K 5.02
- Dec 12, 2024Leadership change8-K 5.02
- Dec 14, 2023Leadership change8-K 5.02
- Dec 16, 2022Leadership change8-K 5.02
- May 23, 2022Leadership change8-K 5.02
- Feb 23, 2022Leadership change8-K 5.02
- Dec 15, 2021Leadership change8-K 5.02
Latest shareholder vote results: Dec 11, 2025, including the say-on-pay vote.
Where the money went
Over 2021–2025: $2.9bn returned to owners in buybacks and dividends, 86% of net income, and $5.4bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $4.3bn | $5.5bn | $6.9bn | $8.0bn | $9.2bn |
| Net income | −$498.9m | −$267.0m | $439.7m | $2.6bn | $1.1bn |
| Stock-based pay | $894.5m | $1.0bn | $1.1bn | $1.1bn | $1.3bn |
| Buybacks | $1.2bn | $892.3m | $272.7m | $567.0m | $0 |
| Dividends | — | — | — | — | — |
| Diluted shares | 289m | 296m | 685m | 708m | 709m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.