Palo Alto Networks announced its Board of Directors approved a new Executive Change in Control and Severance Policy on August 20, 2026. The policy provides specified severance benefits to senior executives, including CEO Nikesh Arora, for involuntary terminations both in connection with and outside of a change in control event.
Key Details
- Change in Control (CIC) Severance for CEO: Upon involuntary termination during a CIC period, the CEO is entitled to 200% of base salary, 200% of target cash incentive, 24 months of health benefit coverage, and 100% acceleration of unvested equity awards.
- CIC Severance for Other Executives: Other covered executive officers are entitled to 150% of base salary, 150% of target cash incentive, 18 months of health benefit coverage, and 100% acceleration of unvested equity awards.
- Severance Outside of a CIC Event: For involuntary termination without cause outside of a CIC period, all covered executives will receive 100% of base salary, 12 months of health benefits, and 12 months of time-based equity award acceleration.
- Bylaw Amendments: The company also adopted amended and restated bylaws to align with recent Delaware corporate law changes, update procedures for stockholder meetings, and clarify indemnification provisions.