Palo Alto Networks Pays CEO Nikesh Arora $80.3 Million — 308 Times Its Median Employee
The package comes after only 46% of voting shares backed last year's pay program, and holders also face a board-structure vote on December 8.
Palo Alto Networks chair and CEO Nikesh Arora received $80,270,519 in pay for fiscal 2026, about 308 times the roughly $260,431 median employee, the company's annual proxy filing shows. The cybersecurity company filed it Tuesday, after only 46% of shares present and entitled to vote backed last year's executive pay program.
Where the $80 million comes from
Nearly all of it is stock. Arora's stock awards were valued at $75,937,806, on top of a $1 million salary, a $1 million cash incentive and $2,332,713 in other compensation. His fiscal 2025 total was $99,736,336 and his fiscal 2024 total was $58,036,875.
The proxy says stock-award figures in each year include slices of grants made in earlier years, because performance targets for those pieces are set later. As the stock price rises, those slices are valued at the higher price, so reported pay climbs with the shares. The company says about 98% of Arora's total compensation was performance-based and at risk.
Separately, a vesting table shows Arora realized $261,143,193 on stock awards that vested in fiscal 2026, with delivery of all or part of the shares deferred under the company's deferred compensation plan.
Security, jets and taxes
The other-compensation line includes $1,058,812 in personal security costs and $934,839 for personal use of private aircraft. It also carries $312,182 in taxes tied to that aircraft use and to car travel under his security program, plus $26,160 for the company-leased car and $720 in life insurance.
A 46% vote and the response
Palo Alto Networks, which sells cybersecurity platforms covering networks, cloud, security operations and identity, called the 2025 result "disappointing" and said it treated it as a call to action. The compensation committee raised the relative-return bar for a standard payout to the 55th percentile from the 50th, and widened the revenue-growth cushion needed for maximum payout on one performance measure.
Management says it spoke with holders of about 63% of its shares. The 2026 vote on pay is among the items on the ballot.
Board plan and employee-ownership vote
Last year's shareholder proposal on declassifying the board drew a different answer this time. Rather than end the staggered board, directors propose an annual advisory vote on every director not up for election. The board recommends a yes vote.
Holders will also vote on a shareholder proposal for a study of a broad-based employee ownership transaction, which the board opposes, and on raising the share reserve under the 2021 Equity Incentive Plan, which it backs.
Voting takes place at the virtual annual meeting on December 8 at 11:00 a.m. Pacific Time.
Sources
- Palo Alto Networks — DEF 14A (2026-10-27) — SEC EDGAR
- Palo Alto Networks, Inc. (PANW) Stock Forecasts — Yahoo Finance
- Palo Alto Networks (PANW) Jumped, What Is Behind The Fresh Attention? — Yahoo Finance
