Palo Alto Networks CEO Sells $130 Million Stock After Record Pay

  • Top five bosses have sold $355 million stock in past two years
  • Equity compensation ’one of the biggest issues with investors’

Mark Mclaughlin

Photographer: Andrew Harrer/Bloomberg

Palo Alto Networks Inc. Chief Executive Officer Mark McLaughlin, the fifth highest-paid executive in the U.S. last year, sold $130 million of shares after the company issued its biggest-ever stock grant to keep him on the job.

McLaughlin, 50, received $6.68 million in the fiscal year ended July 31, according to a filing this week. That’s a 90 percent drop from his 2015 pay package that mostly consisted of restricted stock to “satisfy our retention objectives” by topping up his holdings of unvested stock.

Over those two years, McLaughlin, has sold shares worth about $130 million, mostly by exercising and selling options he received before the company’s initial public offering in 2012, according to data compiled by Bloomberg. His four top lieutenants have followed suit, selling approximately $225 million of shares over the same time.

While selling equity awards once they’re vested can be a sound move for executives looking to diversify their investments, doing so at a quick pace might rub some directors and investors the wrong way, said Steven Hall, founding partner at executive compensation consultant Steven Hall & Partners.

“Some boards get very upset about giving equity to an executive and finding that they’re selling it right away, saying it shows a lack of faith,” Hall said. “Others say: ‘It’s your stock, you earned it, it vested and you can do whatever you want with it.”’

Palo Alto gave McLaughlin a $65.4 million stock grant in fiscal 2015 because his unvested equity holdings were “significantly lower” than those of CEOs in the company’s peer group. Four other top executives this year received awards ranging from $12.7 million to $37 million under similar premises. The company’s stock slid 30 percent in fiscal 2016 while adjusted revenue grew 49 percent.

Many companies grant smaller equity awards each year to make sure executives always have unvested shares outstanding to keep them from leaving, Hall said.

Officials at the Santa Clara, California-based provider of internet security products didn’t respond to multiple requests for comment, including a voice mail left at McLaughlin’s office. Asheem Chandna, partner at venture capital firm Greylock Partners, chairs the board’s compensation committee. Jim Goetz and Carl Eschenbach, both partners at Sequoia Capital, and former NetApp Inc. Executive Chairman Daniel Warmenhoven also sit on the committee.

Sixty-four percent of shareholders voted against the executive compensation program in an advisory measure last December at the company’s annual meeting. Standard & Poor’s 500 Index companies received on average 91 percent approval in 2015, according to data compiled by Bloomberg.

Overall stock-based compensation “seems to be one of the biggest issues with investors,” said Bill Choi, an analyst at Wunderlich Securities who has a “buy” rating on the stock. “At some point, they’re going to have to start addressing that.”

The company said in a filing that it will issue performance-linked stock awards in 2017. McLaughlin and his direct reports are also required to own shares equal to a multiple of their base salaries, which is a way to ensure their interests are aligned with shareholders. Both measures were put in place after discussions with investors.

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