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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Palo Alto Networks, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Our strategy is resonating with customers, driving continued consolidation, and the Lead Independent Directordelivering superior security outcomes.

At Palo Alto Networks, our mission is to be the cybersecurity partner of choice, protecting our digital way of life. Our mantra, “We’ve Got Next,” expresses our commitment to relentless innovation so work can be done securely anywhere, the future can be built safely in the cloud, unforeseen threats can be detected and stopped, and each day is safer than the one before.

Dear Fellow Stockholders:

Fiscal 2021 was2023 required a year like no other in our sixteen-year history given the continued global impactcommitment to stellar execution, and we are proud of the COVID-19 pandemic. As a company,performance that our employees delivered throughout the year. Despite an evolving and unpredictable macroeconomic environment, we rosedelivered meaningful growth, met our commitments, and advanced our long-term strategy.

Fiscal 2023 was another year of strong financial performance at Palo Alto Networks. Our billings of $9.19 billion (a 23% year-over-year increase), revenue of $6.89 billion (a 25% year-over-year increase), and NGS ARR of $2.95 billion (a 56% year-over-year increase) demonstrate that our platform strategy is deeply resonating with customers. Our SASE and Cortex products each achieved over $1 billion in bookings during fiscal 2023, and our Prisma Cloud product exceeded $500 million in ARR. We are particularly proud of the traction that our XSIAM product is achieving, with over $200 million in bookings within the first year of release. In June, we joined the S&P 500, which reflects our consistent top-line and bottom-line execution.

More than ever, our services are critical to the challenge and delivered solutions to our 85,000+ customers as they managed remote and hybrid workforces amid a worsening cybersecurity attack landscape. While doing so, we prioritized the health and safetysanctity of our 10,000+ employees through our FLEXWORK people strategy, an employee-centricdigital way of working that provides our employees with choice regarding their location, learning approacheslife. Governments, intelligence experts, and paths and, in part, their benefits. We also worked in conjunction with our employees to determine our giving strategy and recipients and supported communities through enhanced charitable donations, employee giving and volunteer programs.

While successfully managing the effects of the COVID-19 pandemic on our global operations, we remained focused on the strategic priorities that we developed under Nikesh’s leadership: transforming network security, delivering comprehensive cloud native security and revolutionizing security operations. Today, we believepolicymakers are embracing a truth that we have three best-of-breed platforms in networklong known – that organizations must embrace new approaches to implementing security cloud securitysolutions to defeat motivated, well-financed and SOC securityever more sophisticated cyber attackers. It is precisely for this reason that will continue to drive our long-term growth. The robust implementation of these strategic pillars showed in our results, with revenue of $4.3 billion and billings of $5.5we invested over $1.6 billion in fiscal 2021.

We introduced 292023 in research and development so that our 4,400 engineers, data scientists and other experts keep us on the bleeding edge of cybersecurity invention. Since fiscal 2019, we have deployed over 180 major product releases and have received over 20 industry recognitions.

This heritage of innovation – and our instinct to always have an eye on the frontier of technological change – uniquely prepares us to harness the power of a new generation of artificial intelligence tools. We recognized early how important AI would be to cybersecurity to ensure that our customers enjoy cyber protections that meet and defeat rapidly evolving cyber threats. Generative AI technology will accelerate the promise of AI. We embrace this signal moment of change for our company, our industry and the broader economy and will lead in AI-powered cybersecurity solutions.

Of course, none of these accomplishments are possible without the dedication and engagement of our over 13,000 global employees as of July 31, 2023. We continue to prioritize an employee-centric people strategy grounded on core tenants of personalization and choice that are built upon our core values of collaboration, execution, integrity, inclusion and disruption. We are proud of the workplace recognitions that the company received in fiscal 2021, with the momentum continuing into fiscal 2022 with the introduction of Okyo Garde on September 10, 2021, an enterprise-grade cybersecurity solution for work-from-home employees2023, including Newsweek’s “Most Loved Workplace”, Glassdoor’s “Best Places to Work” and small businesses, delivered through a premium mesh-enabled Wi-Fi 6 system. We achieved these resultsmultiple award categories from Comparably, InHerSight and deployed world-class technology innovation while maintaining a disciplined approach to capital allocation and continuing to invest in our future.Military Friendly.

The unflagging determination, perseverance and creativity of our people — the company’s greatest asset — ensured the impressive execution of our strategy for the benefit of our stockholders, customers and communities.

* * * * *

We trust thatAs in the past, this Annual Report andyear’s Proxy Statement embodies our constant efforts to innovate and improve. It will look different to you than our proxy statements from years past — and that fresh presentation is purposeful. It was prepared with one overarching goal in mind:constructed to maximize clarity and understanding about the company’s strategies, successes and challenges. In doing so, we describe in detail severalSeveral of our key initiatives we undertook this past year that are worth summarizingprefacing here.

Stockholder Engagement.We areremain guided by, and appreciative of, the perspectives of our stockholders as expressed through their engagement with us. Throughout fiscal 2021,2023, we once again executed an extensive stockholder outreach program. In total, we engaged in outreach activitiesdiscussions with stockholders holding approximately 55%61% of our outstanding shares as of June 30, 2021.2023. John asDonovan, our Lead Independent Director, played a critical role inremained at the forefront of our engagement efforts and participated in discussions21 meetings with stockholders holding approximately 38%31% of our outstanding shares as of June 30, 2021.2023. In addition to our financial outlook, our stockholders conversed with us about our executive compensation, sustainability, corporate governance practices, and ESG programs,inclusion and diversity, as well as our efforts around inclusion and diversity. This feedback helped inform our evaluationother topics of all these areas.import to them. We will continue this valuable dialogue with our investors in the coming year.year, and are committed to maintaining outreach that is truly a dialogue with our stockholders.

Executive Compensation.As a direct resultIn June, we disclosed the terms and parameters of the feedback that we received fromretention award granted to me, and our stockholders, the Compensation and People Committee of your Board of Directors redesigned our executive compensation program and, in doing so, made extensive changeswrote you a detailed letter discussing their rationale for making it. I encourage you to read the way we compensate our executives. Some of these changes were implemented in fiscal 2021 and numerous more take effect for

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Letter from the Chair and the Lead Independent Director

the current fiscal year. For fiscal 2021, all equity grants to our named executive officers (NEOs), except for new hire grants, were 100% performance-based stock units, the target value of the equity grants to our NEOs were 18% in total lower than grants made for fiscal 2020, and the target value of the grants made for fiscal 2022 are 47% in total lower than grants made for fiscal 2020. We also increased Nikesh’s stock ownership guideline to 10 times his annual salary to further align his incentives with the long-term value of our stock. In addition, we are submitting a new and redesigned equity incentive plan for stockholder approval, and we believe this new plan demonstrates best practices.

For fiscal 2022, we are making numerous additional changes to align our practices with the feedback we received from our stockholders. The Compensation and People Committee set targets for our executives’ attainment of payouts for performance stock units and the cash incentive plan at levels above the guidance provided in our earnings release on August 23, 2021. We also eliminated duplicative performance metrics in our annual incentive and performance stock unit plans. We also adopted both a one-year minimum vesting requirement to all NEO equity grants, and a one-year holding requirement, after vesting, on all equity grants held by our NEOs. In addition, in fiscal 2022, we added an ESG modifier to our NEOs’ cash incentive plan to ensure a linkage between compensation and our ESG goals.

We are also enhancing the disclosures around our compensation practices, as reflected in the compensation, discussion and analysis (CD&A) contained in this proxy statement, as well as in a new feature – a letter from our Compensation and People Committee. We encourage you to readCommittee accompanying the CD&A in this letter, as well as the entire CD&A. We believe that you will conclude thatyear’s Proxy Statement for their views on my award and on our Compensation and People Committee has taken to heart the feedback we have received from our stockholders and designed an executive compensation program deservingmore broadly, particularly as it relates to our pay-for-performance philosophy and how we performed against that backdrop. I am honored by the Board’s faith in me, and I intend to reward that faith by leading our company to bigger and better achievements over the years to come.

2023 Proxy Statement

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Letter from the Chair

Our Commitment to Responsible Business Practices. We recognize our responsibilities to provide safety, security and sustainability to our workforce, suppliers, communities and environment. Elsewhere in this Proxy Statement, we discuss our efforts throughout fiscal 2023 to reduce our impacts on climate change, to uplift and help protect our communities and to operate with integrity in all we do. Your Board and executive leadership team take seriously their duty to oversee these environmental, social and governance (ESG) strategies and are proud of our progress to date, which contributed to our recognition on CDP’s 2022 Climate A-List, Sustainalytics Industry Top Rated and MSCI’s AA rating. You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Palo Alto Networks, Inc. to be held on Tuesday, December 12, 2023 at 11:00 A.M., Pacific Time. This year’s annual meeting will be a virtual meeting conducted via a live webcast. You will be able to listen to the annual meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualstockholdermeeting.com/PANW2023 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. If you did not receive a 16-digit control number, please reach out to your broker for further instructions. On behalf of our Board, we thank you for your investment in Palo Alto Networks and for your continued trust. We look forward to the annual meeting on December 12, 2023. Thank you, Nikesh Arora Chair and Chief Executive Officer

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Letter from the Lead Independent Director

Fiscal 2023 was a year of great achievement at Palo Alto Networks. In the face of a challenging macroeconomic environment, our management team and employees delivered outstanding financial results and our company continues to lead in cybersecurity innovation.

Dear Fellow Stockholders:

It is my honor to serve on the Palo Alto Networks Board of Directors as your support.lead independent director. This year, I thought it important that I write you separately on behalf of the independent members of the Board.

Our CommitmentFiscal 2023 was an important year for the company. We enjoyed another strong year of execution by our management team and our employees, and the Board is proud of the company’s achievements. We once again achieved record financial results, and continued to Society. blaze a trail of innovation. We take seriouslyalso continued to make excellent progress in our commitmentgoal of being best in class when it comes to environmental sustainability, social responsibility, and corporate governance (ESG). Ingovernance.

For fiscal 2021, we were proud2023, as always, the Board’s primary responsibility was to announceoversee the appointments of Dr. Helene Gaylecompany’s efforts to deliver meaningful and Aparna Bawasustainable value to our Boardstockholders. Critical to fulfilling that responsibility to you was retaining Nikesh Arora as our Chief Executive Officer for the long term. Our Compensation and People Committee undertook a rigorous and data-driven assessment of Directors, further demonstratingthe issue, guided not only by input from leading experts in this area, but also by feedback from you. I personally took on the responsibility of soliciting input and guidance from our commitmentstockholders during the many meetings that I had in fiscal 2022 and fiscal 2023. We found your input to gender, racialbe very valuable and experiential diversity,instructive for our deliberations.

The Board’s deliberations led us to a simple conclusion that retaining Nikesh as well as refreshingour Chief Executive Officer is in the best interests of the company and loweringour stockholders. For the average tenure of memberspast five years, Nikesh has typified our leadership ethos – one that values high integrity and high performance for the benefit of our Board. Elsewherestockholders. He has led the transformation of our company from a market leader in this proxy statement, we discussnext generation firewalls into the world’s cybersecurity leader, with best-of-breed products across network security, cloud security and security operations. During his tenure, our ESG successestotal revenue and total billings have grown from $2.3 billion and $2.9 billion, respectively, in fiscal 20212018 to $6.9 billion and provide an overview$9.2 billion, respectively, in fiscal 2023. Our product innovation has accelerated from 13 major product releases in fiscal 2019 to 74 in fiscal 2023. And, our market capitalization increased from $19.1 billion (as of May 31, 2018, the last trading day prior to announcing Nikesh as our ESG programs and commitments.

You are cordially invitedChief Executive Officer) to attend$76.5 billion (as of July 31, 2023, the 2021 Annual Meetinglast day of Stockholders, or Annual Meeting, offiscal 2023). With Nikesh at the helm, Palo Alto Networks Inc.has delivered extraordinary value creation for our stockholders and has become the largest pure-play cybersecurity company in the world.

I encourage you to be held on Tuesday, December 14, 2021, at 12:30 P.M., Pacific Time.

This year’s Annual Meeting will again be a virtual meeting conducted via a live webcast. You will be able to listen toread the Annual Meeting, submit your questions,CD&A and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/PANW2021Letter from our Compensation and entering the 16-digit control numberPeople Committee included in this year’s Proxy Statement, wherein we explain in further detail the rationale for the retention award we made to Nikesh and why we believe that it was the right thing to do for our Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. If you did not receive a 16-digit control number, please reach out to your broker for further instructions.stockholders.

On behalf of our Board, weI thank you for your investment in Palo Alto Networks and for continuing to entrust us to help lead our company. Weyour continued trust. I look forward to the Annual Meetingannual meeting on December 14, 2021.12, 2023.

Thank you,

John M. Donovan
Lead Independent Director

Nikesh Arora2023 Proxy Statement		John M. Donovan       5
Chair and		Lead Independent
Chief Executive Officer		Director

STRATA

Best-in-class Firewall Platform across hardware, software and aaS

PRISMA

Comprehensive platform to secure everything that runs in the cloud

CORTEX

A new approach to SOC with data, analytics and automation

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	Palo Alto Networks, Inc.
Notice of 20212023 Annual Meeting of Stockholders

DATE AND TIME Tuesday, December 12, 2023 11:00 AM Pacific Time		VIRTUAL MEETING SITE www.virtualshareholdermeeting.com/ PANW2023		WHO CAN VOTE
Tuesday, December 14, 2021 12:30 PM Pacific Time		www.virtualshareholdermeeting.com/PANW2021		Stockholders of record as of October 18, 202116, 2023 are entitled to vote

Voting Items

Proposals	Board Vote Recommendation		For Further Details
1.	To elect four Class IIII directors named in the accompanying proxy statement to serve until our 20242026 annual meeting of stockholders and until their successors are duly elected and qualified.		“FOR” “FOR” each director nominee	Page 1645
2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending July 31, 2022.2024.	“FOR”	“FOR”	Page 5157
3.	To approve, on an advisory basis, the compensation of our named executive officers.	“FOR”	“FOR”	Page 5460
4.	To approve an amendment to the 2021 Palo Alto Networks, Inc. Equity Incentive Plan. Plan to increase the number of plan shares reserved for issuance.	“FOR”	“FOR”	Page 93108

Stockholders will also act on such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT. Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting online. On or about October 29, 2021,27, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report and how to vote. If you are a beneficial stockholder, your broker will NOT be ableFor instructions to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. For more information, see “About the Annual Meeting” on page 109.123.

We appreciate your continued support of Palo Alto Networks and look forward to receiving your proxy.

By Order of the Board of Directors,



Bruce Byrd

Executive Vice President, General Counsel and Corporate Secretary

October 29, 202127, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 14, 2021:12, 2023: THE NOTICE OF 20212023 ANNUAL STOCKHOLDERS’ MEETING AND PROXY STATEMENT AND THE 20212023 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.PROXYVOTE.COM.

2021 Proxy Statement6

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3	Letter from the Chair
5	Letter from the Lead Independent Director
6	Notice of 2023 Annual Meeting of Stockholders
8	About Us
10	Our Board at a Glance
12	Our Corporate Governance at a Glance
13	Stockholder Engagement at a Glance
14	Executive Compensation at a Glance
16	Corporate Responsibility at a Glance
17	Proxy Roadmap
18	Corporate Governance
	18		Corporate Governance Highlights
	19		Board Responsiveness to Stockholders
	22		Leadership Structure
	25		Board Committees and Responsibilities
	30		Annual Board and Committee Self-Evaluations
	31		Board’s Role in Strategy Oversight
	32		Board’s Role in Risk Oversight
	33		Succession Planning
	33		Communications with the Board of Directors
	33		Corporate Governance Guidelines and Code of Business Conduct and Ethics
	33		Compensation and People Committee Interlocks and Insider Participation
34	Corporate Responsibility at Palo Alto Networks
	34		An Overview of Our Environmental, Social and Governance Strategies
	34		ESG Oversight and Governance
	36		Environmental
	38		Social
	43		Our ESG Journey
44	Voting Roadmap
45		Proposal No. 1 Election of Directors
	46		Director Tenure and Refreshment
	46		Board Diversity
	47		Board Skills and Experience Matrix
	48		Directors
	53		Identification and Evaluation of Director Nominees
	54		Director Independence
	55		Director Compensation
	56		Director Stock Ownership Guidelines
	56		Director Attendance
57		Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
	57		Fees Paid to the Independent Registered Public Accounting Firm
	57		Auditor Independence
	58		Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
	59		Report of the Audit Committee
60		Proposal No. 3 Advisory Vote on the Compensation of our Named Executive Officers
61	Executive Compensation
	61		Letter from our Compensation and People Committee
	64		Compensation Discussion and Analysis
	92		Report of the Compensation and People Committee
	93		Executive Compensation Tables
	106		Executive Officers
108		Proposal No. 4 Amendment to Our 2021 Equity Incentive Plan
	108		Why Should Stockholders Vote to Approve the Amendment to the 2021 Plan?
	111		Summary of the 2021 Plan
120	Security Ownership of Certain Beneficial Owners and Management
122	Related Person Transactions
123	About the Annual Meeting
129	Other Matters
130	Appendix A
132	Appendix B

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About Us

Our Company

Palo Alto Networks Inc. is a global cybersecurity provider with a vision of a world where each day is safer and more secure than the one before. We were incorporated in Delaware in 2005 and are headquartered in Santa Clara, California.

We empower enterprises, service providers, and government entities to secure all users, applications, data, networks, clouds and devices with comprehensive visibility and context continuously across all locations. We deliver cybersecurity products covering a broad range of use cases, enabling our end-customers to secure their networks, remote and hybrid workforces, branch locations, and public and private clouds, and to advance their security operations centers. We believe our portfolio offers advanced prevention and security, while reducing the total cost of ownership for organizations by improving operational efficiency and eliminating the need for siloed point products. We do this with solutions focused on delivering value in five fundamental areas: Zero Trust Network Security, Cloud Security, Secure Access Service Edge, Security Analytics and Automation, and Threat Intelligence and Security Consulting.

2021 Financial and Business Highlights

In fiscal 2021, we achieved record total revenue and billings, and our efforts resulted in the following accomplishments:

●Total revenue increased to approximately $4.3 billion, or by approximately 25% compared to fiscal 2020.

●Total billings increased to approximately $5.5 billion, or by approximately 27% compared to fiscal 2020.¹

●Delivered revenue and billings growth in our network security platform, cloud security platform and Cortex^® platform.

●Significantly expanded the capabilities of our Unit 42, our premier threat intelligence and cybersecurity organization.

●Accelerated our product innovation efforts, with 29 major product releases.²

●Continued to return capital to our stockholders through our stock repurchase program, totaling approximately $1.2 billion for fiscal 2021, for a total of approximately $3 billion from fiscal 2018 through fiscal 2021.

On August 10, 2021, we announced that BJ Jenkins joined us in the role of President. We believe that BJ has the cybersecurity experience, customer understanding and business acumen to lead our world-class go-to-market organization.

TOTAL REVENUE
($ in millions)

TOTAL BILLINGS
($ in millions)

RETURN OF CAPITAL

Fiscal
2021

$1.2
Billion

Fiscal
2018-2021

$3
Billion

TRADING PRICE OF
COMMON STOCK³

¹Total billings is a key financial metric calculated as total revenue plus change in total deferred revenue, net of total acquired deferred revenue. Appendix A includes a calculation of total billings.

²Major product release is defined as full or dot release with significant new capability, new or add-on modules, or subscription services, new software or hardware appliance models, significant PAN-OS, acquired capabilities and significant new platform support.

³As of the close of trading on July 31 for the years of 2019 and 2020, and as of the close of trading on September 30 for the year of 2021.

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About Us

Stockholder Engagement

We are proud of our investor engagement program. Our relationship with our stockholders is an important part of our company’s success. Following a disappointing “Say on Pay” vote in 2020, we retooled our approach to stockholder engagement to ensure enhanced outreach, with a focus on executive compensation and other matters of particular import to our stockholders. Our Lead Independent Director played a central role in developing and implementing our new approach and played an active role in our stockholder engagement efforts in fiscal 2021. The feedback that we received from our stockholders shaped the redesign of the executive compensation practices implemented by our Compensation and People Committee, as described in detail in this proxy statement.

We believe that our approach to engaging directly and openly with our investors on topics such as executive compensation, corporate governance and corporate responsibility drives increased corporate accountability, improves decision making, and ultimately creates long-term value. All percentages below are based on share ownership, to our knowledge, as of June 30, 2021.

We engaged in discussions with stockholders holding 55% of our outstanding shares (which is all stockholders that indicated a desire to engage with us).

Our Lead Independent Director participated in discussions (27 meetings) with stockholders holding 38% of our outstanding shares.

Below are some of the fiscal 2021 and fiscal 2022 stockholder engagement program elements:

SPRING/SUMMER				SUMMER/FALL
●Implement changes to align with investor feedback ●Conduct proactive off-season investor outreach ●Investor meetings and conferences				●Prepare and publish Annual Report ●Engage with investors on enhanced proxy disclosures ●Prepare and publish Proxy Statement ●Investor meetings and conferences ●Analyst Day
WINTER/SPRING				FALL/WINTER
●Consider voting results and investor feedback ●Consider changes to align with investor feedback ●Investor meetings and conferences				●Engage with stockholders about voting matters ●Review proxy advisory firms’ analyses of voting matters and proxy disclosures ●Publish ESG Supplement ●Annual Meeting of Stockholders in December ●Receive and publish voting results ●Investor meetings and conferences

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About Us

Corporate Responsibility

Our corporate responsibilities play a critical role in achieving our vision of a world where each day is safer and more secure than the one before. TogetherWe were incorporated in Delaware in 2005 and are headquartered in Santa Clara, California. Our principal executive offices are located at 3000 Tannery Way, Santa Clara, CA 95054.

We empower enterprises, organizations, service providers, and government entities to protect themselves against today’s most sophisticated cyber threats. Our cybersecurity platforms and services help secure enterprise users, networks, clouds, and endpoints by delivering comprehensive cybersecurity backed by industry-leading artificial intelligence and automation. We are a leading provider of zero trust solutions, starting with our employees, partners, stockholdersnext-generation zero trust network access to secure today’s remote hybrid workforces and customers, we have been ableextending to prosper as a company while staying truesecuring all users, applications and infrastructure with zero trust principles. Our security solutions are designed to our values.

reduce customers’ total cost of ownership by improving operational efficiency and eliminating the need for siloed point products. Our ESG Framework

At Palo Alto Networks, our ESG Framework reinforces our commitment to respecting our planet, building an employee-centric cultureCompany focuses on delivering value in four fundamental areas: Network Security, Cloud Security, Security Operations, and uplifting our communities,Threat Intelligence and operating with integrity. Within each of these focus areas, we prioritize the ESG issues that are most relevant to our business and stakeholder interests.

Security Consulting. ENVIRONMENTAL Respecting Our Planet ●Driving sustainable operations, a sustainable value chain and a sustainable business ecosystem ●Priorities include decarbonization and renewable energy deployment, collaboration with suppliers, customers, and the communities where we work and live and climate and clean energy policy advocacy		SOCIAL Building an Employee-centric Culture Uplifting Our Communities ●Motivating and developing our people and reinforcing inclusion in all we do through FLEXWORK ●Priorities include talent development, inclusion and diversity, employee engagement, wellbeing and employee health and safety ●Helping people protect their digital way of life; enabling communities to thrive ●Priorities include cybersecurity education, employee volunteering and giving and charitable investments		GOVERNANCE Operating with Integrity ●Underpinning our strategies on the foundational value of integrity ●Priorities include our corporate governance, codes of conduct, ethics, and integrity and ESG transparency

2021 Proxy Statement

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About Us

Our Corporate Values

Our corporate decisions are guided by our corporate values, which were co-created by our employees. Foremost among these is integrity, which is the foundation of everything we do and every decision we make. We believe that collaboration enhances our ability to disrupt entrenched beliefs, which we think ultimately leads to innovation. Our ability to execute on our innovations and deliver products and services that address the cybersecurity needs of our customers is critical to our long-term success. Finally, we are intentional about including diverse points of view, perspectives, experiences, backgrounds and ideas in our decision-making process. True inclusion and diversity exists when we have representation of all ethnicities, orientations and identities, and cultures in our workforce. We believe that our core values make us a better company.

DISRUPTION	●We challenge entrenched belief and look to the future ●We take risks, fearlessly ●We fail early, fail fast and move forward ●We solve real problems with new ideas		COLLABORATION		●When we work together, we win together ●We can rely on each other ●We ensure individual and company goals are aligned ●We seek to empower ●We open ourselves to accountability
EXECUTION	●We’re committed to quality ●Our technology just works as promised, always ●We strive tirelessly for simplicity and usability		INTEGRITY	●We are self-aware ●We take pride in our work because we do it the right way ●We respect our customers, partners, employees, and stockholders ●We’re transparent and share with our teams ●We inspire trust and we live up to it

INCLUSION	●We believe diversity strengthens our ideas and our business ●We support the communities where we live, work and operate ●We care about our employees ●We strive to reflect the diversity of our customersPalo Alto Networks earned multiple workplace recognitions from Comparably including #2 “Best Company in the diversity of our company

Our focus on our workplace environment and a strong company culture has led to third-party recognition in various areas, as evidenced by the following recognitions:

Bay Area” and “Best Company Leadership” based on employee feedback.
“...Palo Alto is #10 in our list of the 50 best companies to work for women; list created from millions of anonymous employer ratings and reviews by working women”	“...forFor the second consecutive year, Palo Alto Networks received a perfect score of 100 on the Human Rights Campaign Foundation’s2021 CorporateDisability Equality Index (CEI) and achieved designationwas recognized as a Best Place to Work for LGBTQ Equality” Disability.	“...PaloPalo Alto Networks inearned a spot among Glassdoor’s 100 Best Places to Work, based on employee feedback.	Newsweek once again recognized Palo Alto Networks as a “Most Loved Workplace” based on employee feedback and certification by the top 10% of companies on Comparably in it’s diversity score, [which] provides insights into how diverse employees feel and rate their work experience across various culture dimensions”	“...recognized among Top 100 companies supporting families and communities (in part due to PANW’s response to the COVID-19 pandemic)”	“...The challenge of increasing diversity in tech is now firmly on the agenda across the UK, but it is far from a solved problem (...) CRN recognized PANW as Diversity Employer of the Year...” Best Practice Institute.
Sep, 2021 (InHerSight)March & May 2023 (Comparably)	Jan, 2021 (Human Rights Campaign Foundation)July 2023 (Disability:IN)	Sep, 2021 (Comparably)January 2023 (Glassdoor)	Jun, 2021 (JUST capital)Oct. 2023 (Newsweek)	Oct, 2020 (CRN)

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About Us

Responding to COVID-19

The COVID-19 pandemic has challenged all of us in ways few of us could have imagined. As the pandemic spread globally, we swiftly took action to support our employees, customers, partners and communities.

	Our 2023 Financial and Business Highlights We delivered another year of outstanding results for our stockholders in fiscal 2023, with a strong year of financial performance and execution. Highlights include: ●Total revenue increased to $6.9 billion, or by approximately 25% compared to fiscal 2022. ●Total billings increased to $9.2 billion, or by approximately 23% compared to fiscal 2022.1 ●Next-Gen Security ARR increased to $2.95 billion, or by approximately 56% compared to fiscal 2022.2 ●Continued to return capital to our stockholders through our stock repurchase program, totaling $3.9 billion over the last five years. ●Accelerated our product innovation efforts, with 74 major product releases.3
HIGHLIGHTS TO OUR RESPONSE TO THE COVID-19 PANDEMIC IN FY2020 AND FY 2021

●	We co-founded an initiative, with four other leading companies to share research, trends and develop working practices to urge us into the future of work. From this effort, we created our FLEXWORK people strategy that aims to disrupt the nature of work by placing employee-choice at the center of all that we do, recognizing the unique needs and interests of each and every employee. We have learned how to collaborate inBuilding a distributed work model and create opportunities for employees to maintain a sense of belonging and focus on wellbeing, while still delivering successful business results. We committed our Company to bold strategies that we believe enable our 10,000+ employees to do the best work of their careers. FLEXWORK is woven into every element of the employee lifecycle.
●	We established a $4 million funding source to fund a special employee donation matching program to support colleagues and communities impacted by COVID-19 pandemic. The $4 million fund consisted of our Chief Executive Officer generously foregoing his annual salary beginning in April 2020 to donate $1 million, our broader management team and our Board followed suit by contributing in the aggregate over $1 million, and the Company contributing $2 million. Employee donations are matched 4 to 1 (up to $5,000 in donations per employee) from this $4 million in funding (e.g., if an employee donates $1,000, the Company will match that donation with a $4,000 donation). In April 2021, we offered an additional 2 to 1 matching to support organizations addressing the COVID-19 surge in India (after the initial $4 million funding source had been fully utilized).
●	We formed theStronger Palo Alto Networks Workforce Family Fund from which employees, hourly contractors and our campus services employees, could apply for financial assistance to address hardships and medical needs resulting from the COVID-19 pandemic.
●	In addition to the Workforce Family Fund, we created 22 fundraising efforts to support multiple organizations and causes around the world who are working tirelessly to help communities impacted by the pandemic.	TOTAL REVENUE ($ in millions)		TOTAL BILLINGS ($ in millions)
●	In
		NEXT-GEN SECURITY ARR ($ in millions)		PRODUCT INNOVATION Major Product Releases
		RETURN OF CAPITAL Fiscal 2019-2023 $3.9 Billion

1.	Total billings is a key financial metric calculated as total revenue plus change in total deferred revenue, net of total acquired deferred revenue. Appendix A includes a calculation of total billings.
2.	Next-Gen Security ARR is annualized allocated revenue of all active contracts as of July 31, 2021, approximately $6 million has been donated to these efforts through employee donationsthe final day of the reporting period for Prisma and Cortex offerings inclusive of the matching funds.VM-Series and related services, and certain cloud-delivered security services.
●3.	We did not have any COVID-19 related layoffs.Major product release is defined as full or dot release with significant new capability, new or add-on modules, or subscription services, new software or hardware appliance models, significant PAN-OS, acquired capabilities and significant new platform support.

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About Us

Executive Compensation

Our Compensation Best Practices

In fiscal 2021, our Compensation and People Committee extensively redesigned our executive compensation program, consistent with the feedback that we received from our stockholders and our independent compensation consultants. And, we have already implemented numerous additional changes in fiscal 2022. With these changes, our executive compensation program represents recognized best practices, reflects principles that align the compensation of our named executive officers with the long-term interests of our stockholders and is fully supported by market benchmarks.

Significant At-Risk Compensation

Our executive compensation program is tied to our financial and operational performance. The graphs below illustrate the predominance of at-risk and performance-based components of our fiscal 2021 compensation program for our Chief Executive Officer and other named executive officers.

CEO	OTHER NEOs

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3	Letter from the Chair and the Lead Independent Director
5	Notice of 2021 Annual Meeting of Stockholders
6	Proxy Roadmap
7	About Us
15	Voting Roadmap
16	Board of Directors
16		Proposal No. 1 Election of Directors
	18	Board Skills and Experience Matrix
	19	Director Tenure and Refreshment
	19	Board Diversity
	20	Board Committees and Responsibilities
	22	Directors
	28	Director Compensation
30	Corporate Governance
	30	Board of Directors Corporate Governance Highlights
	31	Board Responsiveness to Investors in FY2021
	35	Leadership Structure
	37	Identification and Evaluation of Director Nominees
	39	Compensation and People Committee Interlocks and Insider Participation
	39	Director Independence and Related-Party Transactions Considered in Independence Determinations
	40	Director Attendance
	41	Communications with the Board of Directors
	41	Corporate Governance Guidelines and Code of Business Conduct and Ethics
	42	Board’s Role in Risk Oversight
	43	Succession Planning
	43	Director Stock Ownership Guidelines
	44	Our Approach to Environmental, Social & Governance (ESG) Practices
51	Audit Matters
51		Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
	51	Fees Paid to the Independent Registered Public Accounting Firm
	52	Auditor Independence
	52	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
	53	Report of the Audit Committee
54	Executive Compensation
54		Proposal No. 3 Advisory Vote on the Compensation of our Named Executive Officers
	55	Letter from our Compensation and People Committee
	57	Compensation Discussion and Analysis
	82	Report of the Compensation Committee
	83	Executive Compensation Tables
	84	CEO Pay Ratio
	88	Executive Employment Agreements
	92	Equity Compensation Plan Information
93		Proposal No. 4 Approval of 2021 Equity Incentive Plan
	93	Why Should Stockholders Vote to Approve the 2021 Plan?
	96	Summary of the 2021 Plan
105	Security Ownership of Certain Beneficial Owners and Management
107	Related Person Transactions
109	About the Annual Meeting
114	Other Matters
115	Appendix A
117	Appendix B

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	PROPOSAL 1 Election of Directors
		The Board of Directors recommends a vote “FOR” each of the nominees named below.
	Our Board is divided into three staggered classes of directors. At each annual meeting of stockholders,at a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. The following Class I directors have been nominated for election to the Board at the 2021 annual meeting of stockholders:
		●John M. Donovan	●Right Honorable Sir John Key	●Mary Pat McCarthy	●Nir Zuk
						See page 16.

	PROPOSAL 2 GlanceRatification of Appointment of Independent Registered Public Accounting Firm
		The Board of Directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP.
	Our Audit Committee has appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our financial statements for our fiscal year ending July 31, 2022. EY has served as our independent registered public accounting firm since 2009.
			See page 51.

	PROPOSAL 3 Advisory Vote on the Compensation of our Named Executive Officers
		The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.
	We are providing our stockholders with the opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed in the “Executive Compensation” section of this proxy statement.
			See page 54.

	PROPOSAL 4 Approve Palo Alto Networks, Inc. 2021 Equity Incentive Plan
		The Board of Directors recommends a vote “FOR” the approval of our 2021 Equity Incentive Plan.
	We are asking stockholders to approve a new equity incentive plan. The ability to grant equity awards is crucial to recruiting and retaining the best personnel. If stockholders do not approve the 2021 Equity Incentive Plan at our Annual Meeting, we may be unable to continue our equity incentive program after our 2012 Equity incentive Plan expires in June 2022, which could prevent us from successfully attracting and retaining the highly skilled talent we need.
			See page 93.

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PROPOSAL NO. 1
Election of Directors

Our Board consists ofcomprises a diverse group of highly qualified leaders in their respective fields who bring unique perspectives to the Board.perspectives. All directors have either held senior leadership positions at large companies or otherwise gained significant and wide-ranging management experience in their respective fields (including strategic, financial, public company financial reporting, compliance, risk management, and leadership development). Many of our directors also have public company experience (serving as chief executive officer, chief operating officer, or chief financial officer, or on boards of directors and board committees), and as a result have a deep understanding of corporate governance practices, including risk and management oversight.

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Our Board at a Glance

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Our Corporate Governance at a Glance

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Stockholder Engagement at a Glance

We are proud of our investor engagement program, and committed to maintaining outreach that is truly a dialogue with our stockholders. Our relationship with our stockholders is an important part of our Company’s success. In fiscal 2023, we once again engaged in robust stockholder engagement, with a focus on executive compensation, environmental sustainability, social responsibility, and corporate governance (ESG), and other matters of particular import to our stockholders. Our Lead Independent Director played a central role in developing and implementing our program, and once again actively participated in our stockholder engagement efforts in fiscal 2023.

Our Lead Independent Director and management team regularly update our Board and Board committees on our engagement efforts, providing summaries and analyses of our stockholders’ feedback. The feedback that we received from our stockholders resulted in significant improvement in our compensation and corporate governance practices, as described in detail in this proxy statement, including our adoption of majority voting for uncontested elections of our directors in May 2022.

We believe that our approach to engaging directly and openly with our investors drives increased corporate accountability, improves decision making, and ultimately creates long-term value.

We reached out to stockholders representing 64% of our outstanding shares.		We engaged in discussions with investors representing 61% of our outstanding shares (which is all stockholders that indicated a willingness to engage with us).		Our Lead Independent Director participated in discussions (21 meetings) with investors representing 31% of our outstanding shares, while offering meetings to investors representing 48% of our outstanding shares.

*	Stockholder ownership, to our knowledge, as of June 30, 2023.

Below are the key elements of our stockholder engagement cycle:

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Executive Compensation at a Glance

Our Compensation Best Practices

In fiscal 2023, we continued to execute on our redesigned executive compensation programs, meeting the commitments we made to our stockholders in our 2021 and 2022 proxy statements. Our compensation programs reflect recognized best practices and principles that align the compensation of our named executive officers ("NEOs") with the long-term interests of our stockholders and are supported by market benchmarks.

ROBUST AND INDEPENDENT COMPENSATION DECISION-MAKING, ALIGNED WITH OUR CORPORATE VALUES
✓100% independent Compensation and People Committee ✓Independent compensation consultant		✓Annual review of compensation strategy ✓Consideration of annual say-on-pay vote
COMPENSATION BEST PRACTICES
✓Robust process and framework drive executive compensation decisions ✓Significant majority of compensation is performance-based and at-risk ✓100% of equity awards granted to our NEOs in fiscal 2023 were performance-based, with different performance targets than the cash incentive plan ✓100% of short-term incentive cash compensation is performance-based and at-risk ✓No single trigger vesting of equity awards on occurrence of a change in control ✓No dividends paid on unvested equity ✓Robust stock ownership guidelines ✓Meaningful clawback policy		✓No hedging or pledging, except limited pledging permitted with the prior approval of the ESG and Nominating Committee ✓Limited perquisites and personal benefits ✓No defined benefit plans or SERPs ✓Assessing and implementing the advice of independent compensation consultant, including a new decision-making framework that further ensures alignment of executive compensation decisions with our pay-for-performance philosophy ✓Inclusion of ESG modifier in cash incentive plan, which modifies the annual incentive cash compensation (plus or minus 10%), based on our performance relative to an ESG scorecard with climate, inclusion and human capital metrics ✓One-year post-vesting holding period for all NEOs, including our Chief Executive Officer

Significant At-Risk Compensation

Our executive compensation program is tied to our financial and operational performance. The graphs below illustrate the predominance of at-risk and performance-based components of our fiscal 2023 compensation program for our Chief Executive Officer and other named executive officers.

CEO

AVERAGE OF OTHER NEOs

(1)	Graph reflects Mr. Arora’s target base salary of $1 million, regardless of any portion that he forwent.
(2)	Does not include the June 2023 long-term performance and retention award.

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Executive Compensation at a Glance

CEO Retention Award

On June 2, 2023, the Compensation and People Committee of our Board granted Nikesh Arora, our Chief Executive Officer, an award of performance-based restricted stock units ("PSUs") that will not be earned at all if our performance is worse than 40% of the companies in the S&P 500 over a five-year period and up to 750,000 shares if our performance is better than 90% of the companies in the S&P 500 in the same period. The PSUs provide that the shares received upon vesting may not be sold or transferred before the earlier of the one-year anniversary of the date the committee makes the final determination of performance in connection with the award, or a change in control of the company.

PRINCIPLE-BASED DESIGN AND DELIBERATE DESIGN
In its deliberations, the Compensation and People Committee followed a rigorous process, sought and received the advice of its independent compensation consultant, and was guided by the following principles in designing the award:

●	Demonstrate the Board’s confidence in Nikesh and his strategy for the company’s next phase of growth.
●	Retain and engage a proven, successful and industry-leading CEO for at least the next five years so that our stockholders reap the financial rewards that we expect to result from Nikesh’s clarity of vision, strategic acumen and operational excellence — just as our stockholders have during the first five years of his tenure.
●	Provide an award that, at its core, is performance-based, drives stockholder value creation, and requires significant sustained performance to realize its full value.
●	Mitigate the risk of potential employment offers from competitors and private equity firms.
●	Take into account the views of our stockholders as expressed to us during our extensive engagement efforts. In fiscal 2022 and fiscal 2023, our Lead Independent Director, John Donovan, participated in 30 and 21 meetings with stockholders representing 39% and 31% of our outstanding shares, respectively, and representatives of the company engaged in discussions with over 60% of our outstanding shares (based on stockholder ownership, to our knowledge, as of June 30 of each fiscal year).

REALIZED PAY OF OUR CEO IS A DE MINIMUS PERCENTAGE OF INCREMENTAL STOCKHOLDER VALUE CREATED BY THE COMPANY
As a supplement to the Summary Compensation Table of this Proxy Statement, the chart below compares the incremental increase of our market capitalization to the realized pay of our Chief Executive Officer from June 1, 2018 (the date we announced Mr. Arora’s appointment as Chief Executive Officer) through July 31, 2023 (the last day of fiscal 2023). The realized pay of Mr. Arora was primarily attributable to (i) the vesting of long-term incentive awards that were granted in prior years, (ii) the exercise of stock option awards that were granted in prior years and (iii) performance-based cash incentive earned.

REALIZED PAY AS A PERCENTAGE OF CORRESPONDING FISCAL YEAR-END
INCREMENTAL MARKET CAPITALIZATION (JUNE 1, 2018-JULY 31, 2023)

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Corporate Responsibility at a Glance

As the leading cybersecurity company, it is our business and our responsibility to help our enterprise customers keep their infrastructure safe and secure in a sustainable manner, while delivering a return for our investors. Moreover, we believe our responsibilities extend beyond customers and investors. We are equally responsible to provide safety, security and sustainability to our workforce, suppliers, communities and environment. Additional information about these environmental, social and governance (ESG) initiatives are detailed elsewhere in this Proxy Statement.

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Proxy Roadmap

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Corporate Governance

Corporate Governance Highlights

Our Board is governed by our Corporate Governance Guidelines, which are amended from time to time to incorporate certain current best practices in corporate governance. Our Corporate Governance Guidelines may be found on our website at https://investors.paloaltonetworks.com.

In addition to a strong, independent Board, we are committed to corporate governance structures that promote long-term stockholder value creation through a sound leadership structure and by providing our stockholders with both the opportunity to provide direct feedback, and substantive rights and policies to ensure accountability.

THE BOARD’S CORPORATE GOVERNANCE PRACTICES AND STOCKHOLDER RIGHTS INCLUDE THE FOLLOWING:
✓Majority voting for uncontested elections of board members, with an associated resignation policy ✓Strong Lead Independent Director ✓Board Composed of 80% Independent Directors ✓100% Independent Audit Committee, ESG and Nominating Committee, Compensation and People Committee and Security Committee ✓Annual Review of Board leadership Structure ✓Board Refreshment ✓Director Changes in Circumstances Actively Evaluated ✓Board and Committee Access to Management ✓Annual Board and Committee Evaluations ✓Independent Compensation and People Committee Consultant ✓Board and Committee Authority to Retain Outside Advisors ✓Board and Committee Risk Oversight, including Security ✓Board Continuing Education Program ✓No Poison Pill ✓Single Class of Shares		✓Board-level Security Committee with oversight over security issues, including cybersecurity ✓Annual Review of Committee Charters and Governance Policies ✓Fair Director Compensation Practices ✓Active Management Succession Oversight ✓Active Management of Director Conflicts of Interest ✓Annual Say-on-Pay Vote ✓Continuous Stockholder Engagement Program ✓Stock Ownership Guidelines for Directors and Executive Officers ✓Code of Business Conduct and Ethics for Directors, Officers and Employee ✓Anti-Hedging Policy ✓Restrictive Pledging Policy ✓Meaningful Clawback Policy ✓Regular Meetings of Independent Directors Without Management Present ✓Proxy Access Bylaws

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Corporate Governance

Board Responsiveness to Stockholders

Our Board is committed to actively engaging with our stockholders, and committed to maintaining outreach that is truly a dialogue with our stockholders. Through year-round engagement and outreach, we regularly provide stockholders with opportunities to deliver feedback on our corporate governance, executive and director compensation, and environmental and sustainability practices. We regularly meet with investors, prospective investors, and investment analysts. These meetings can include participation by our Chair and Chief Executive Officer, Chief Financial Officer, Chief Products Officer, General Counsel and Corporate Secretary or other business leaders, and are often focused on company strategy, financial performance, product strategy and ESG philosophy. Members of our Investor Relations team also participate in meetings with our stockholders and, on occasion, members of the Board participate as appropriate. In fiscal 2023, our Lead Independent Director participated in 21 meetings with investors representing 31% of our outstanding shares, while offering meetings to investors representing 48% of our outstanding shares.

Following our 2021 annual meeting of stockholders, we reinvigorated our approach and practices to stockholder engagement and implemented a strategy that focused on extensive engagement on a wide range of topics. Our Lead Independent Director played an active and central role in our stockholder engagement efforts in fiscal 2023, and our management team regularly communicated topics discussed and stockholder feedback to the Board and our Board committees for consideration in their decision-making.

			Who we met with	●Investors holding 61% of shares outstanding engaged with in discussions ●Investors holding 31% of shares outstanding engaged by Lead Independent Director ●Offered meetings with Lead Independent Director to stockholders holding 48% of shares outstanding
			Our Primary engagement team	●Lead Independent Director (participated in 21 meetings) ●Investor Relations team ●General Counsel & Corporate Secretary ●People Team (human resources) ●Corporate responsibility team
			What we discussed	●Executive compensation ●Board structure ●Board composition and governance, including Board refreshment and diversity ●Board oversight ●Board leadership ●Stockholder engagement ●ESG initiatives ●ESG disclosure and governance

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Corporate Governance

WHAT WE HEARD OVER THE YEARS	HOW WE RESPONDED
Board Governance Classified Board of Directors, dual role of CEO and Chairman and annual election of all Board members.	●Adopted a majority voting requirement for uncontested elections of directors, including a resignation policy in the event a director does not receive a majority of the vote. ●Annual review of our Board leadership structure, including whether an independent director should be the Chair of our Board. ●Maintaining a strong Lead Independent Director. ●Annual review to determine whether maintaining a classified Board is appropriate for our Company.
Board Oversight of Risks, Including Cybersecurity and ESG Risks How the Board is addressing oversight of increased, varied and new risks.	●Formed a Security Committee of our Board to enhance oversight over security issues facing our Company, including cybersecurity. ●Reconstituted our Nominating and Corporate Governance Committee as the ESG and Nominating Committee to enhance the Board’s oversight of ESG matters. ●Appointed Lorraine Twohill as co-Chair of our ESG and Nominating Committee. ●Reallocated ESG responsibilities among our Board committees, clearly identifying the responsibilities of each committee. ●Added additional disclosure in this proxy statement relating to Board oversight.
Board Diversity and Refreshment The duration of Board service by certain long-standing directors, and the makeup of the Board and the rationale therefore.	●Two long-standing directors did not stand for re-election at our 2022 Annual Meeting of Stockholders. ●The Board appointed Ms. Bawa and Dr. Gayle to our Board during fiscal 2021, increasing the gender, racial and ethnic diversity of the Board. Presently, four of our ten directors are women. ●During the period between April 2019 and May 2021, we appointed four new independent directors: Ms. Bawa, Dr. Gayle, Ms. Twohill and Rt Hon Sir John Key. ●Expanded disclosure in our proxy statement of the rationales as to why each of our directors continue to serve on our Board.
Stockholder Engagement Continued 1:1 investor outreach on executive compensation, ESG and other matters of interest to our stockholders.	●Conducted extensive stockholder and investor outreach. ●Engaged in discussion with stockholders holding 61% of our outstanding shares in fiscal 2023. ●Our Lead Independent Director participated in 21 investor meetings and engaged in discussion with stockholders holding 31% of our outstanding shares in fiscal 2023.

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Corporate Governance

WHAT WE HEARD OVER THE YEARS	HOW WE RESPONDED
Environmental, Social & Governance Initiatives and Disclosures Would like to see more information about how we develop and manage environmental, social and governance initiatives.	●Published our Corporate Responsibility report in fiscal 2023, in which we report on our carbon emissions. ●Entered into a new revolving credit facility, the interest rates and commitment fees of which are subject to upward and downward adjustments based on our progress towards the achievement of certain environmental sustainability goals related to greenhouse gas emissions. ●Added more disclosure in our annual report on Form 10-K and this proxy statement describing our ESG initiatives and oversight. ●Advanced our science-based emissions reduction strategies, including external validation of our 2027 targets, deployment of renewable energy at our Santa Clara, CA towards our 100% renewable energy goal, and advocacy for climate action. ●Increased our social impact programs, to leverage our core competency in cybersecurity and align those efforts to help develop a diverse talent pipeline while uplifting communities. ●Invested in non-profit organizations aligned to our core philanthropic areas of education and workforce, health and wellness, diversity and environmental sustainability. ●Operationalized our ESG governance structure through monthly ESG Steering Committee meetings consisting of leaders from accounting, internal audit, operations, legal, investor relations, product and corporate responsibility to recommend strategies and lead implementation of ESG programs, which reports regularly to our ESG Executive Leadership Team and the Board.
Executive Compensation Prioritize and ensure the retention of Chief Executive Officer, stand by our pay-for-performance philosophy and the commitments made in our 2021 and 2022 proxy statements relating to the structure of our executive compensation program and enhanced disclosure, and reduce stock-based compensation expense as a percentage of revenue.	●Incentivized our Chief Executive Officer to remain at the Company for the long term to enhance our prospects of delivering sustained stockholder value. ●100% of the equity awards granted to our NEOs in fiscal 2023 were performance-based, with different performance targets than the cash incentive plan awards. ●Maintained our robust stock ownership guidelines for our NEOs, including our Chief Executive Officer. ●Maintained an ESG modifier to our cash incentive plan, and in response to stockholder feedback, expanded our disclosure in our Compensation Discussion and Analysis to include data regarding the scorecard measures. ●Maintained a one-year post-vesting holding period for all NEOs, including our Chief Executive Officer. ●Reduced stock-based compensation expense as a percentage of revenue from 21.8% in fiscal 2021 to 15.8% of revenue in fiscal 2023.

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Corporate Governance

Leadership Structure

Our Corporate Governance Guidelines provide that our Board is free to choose its chairperson (the “Chair”) based on our Board’s view of what is in the best interest of the Company and our stockholders. The Chair and the Chief Executive Officer may, but need not be, the same person.

Annual Evaluation of Leadership Structure and Annual Election of Lead Independent Director

As part of its annual review and evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of Chair and Chief Executive Officer is in the best interests of the Company and our stockholders. The Board also considers:

●	The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight.
●	The importance of consistent, unified leadership to execute and oversee the Company’s strategy.
●	The strength of Mr. Arora’s vision for the Company and the quality of his leadership.
●	Our performance and the effect the leadership structure could have on our performance.
●	The Board’s performance and the effect the leadership structure could have on the Board’s performance.
●	The meaningful and robust responsibilities and the performance of our Lead Independent Director.
●	The views of our stockholders through our ongoing engagement efforts.
●	The practices at other companies and trends in governance.
●	The current state of our Company.

In the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that our Chief Executive Officer serve as our Chair, the independent members of the Board then elect a Lead Independent Director as provided in our Corporate Governance Guidelines.

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Corporate Governance

Why Our Leaders Are Ideally Suited For Their Roles

The Board believes that the independent Board members should have the flexibility to respond to changing circumstances and choose the Board leadership structure that best fits the then-current situation. As it does annually, in August 2023, the Board reviewed our leadership structure. Following that review, the Board determined that the combination of the Chairman and Chief Executive Officer roles, along with the robust authority given to our experienced Lead Independent Director, effectively maintains independent oversight of management. The Board consists of eight independent directors, and exercises a strong, independent oversight function through frequent executive sessions, independent Board committees and by having a strong Lead Independent Director with clearly delineated and comprehensive duties.

The Board strongly believes that its leadership structure strikes the right balance of allowing our Chair and Chief Executive Officer to promote a clear, unified vision of the Company’s strategies, while ensuring robust, independent oversight by the Board and our Lead Independent Director. The Board also believes there is value in presenting a single face to our customers through combining the Chair and Chief Executive Officer roles, and that this structure of having the Board and management operate under the unified leadership of a highly experienced Chief Executive Officer best positions the Company to successfully implement its next phase of growth.

Accordingly, in August 2023, the Board determined that it is in the best interests of our stockholders for Mr. Arora to serve as Chair and John Donovan to serve as Lead Independent Director.

	Nikesh Arora Chief Executive Officer and Chairman				John M. Donovan Lead Independent Director
●Substantial knowledge and deep understanding of our business and the challenges we face ●Substantial international business experience and business acumen and valued strategic, financial and operational insights ●Day-to-day insight into our prospects, opportunities, strategies and challenges facilitates the timely deliberation by the Board of the most important matters ●Brings a unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value ●Serves as an important bridge between the Board and management, and provides critical leadership for carrying out our strategic initiatives and confronting our challenges ●Provides the Board with more complete and timely information about the Company ●Provides a unified structure and consistent leadership direction internally and externally ●Proven success in leading Palo Alto Networks since joining the Company				●Independence, confidence and gravitas, enabling strong oversight of executive leadership ●Deep understanding of our business ●Strong working relationship with our Chair and Chief Executive Officer ●Strong working relationship with other management and our independent directors ●Substantial experience leading a large multinational company ●Strong background in corporate governance ●Strong background as a technologist ●Dedicated to his service as Lead Independent Director, as demonstrated by the fact that, during fiscal 2023, he held 21 meetings with stockholders holding 31% of our outstanding shares (and offered to meet with stockholders holding 48% of our outstanding shares) ●Strength and effectiveness of communication with Mr. Arora, resulting in active and visible oversight of the issues, plans and prospects of Palo Alto Networks ●Promotes a collaborative and collegial environment for Board decision making

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Corporate Governance

OVERVIEW OF LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES

The responsibilities of the Lead Independent Director are well-defined. The Lead Independent Director engages in regular communication between the independent directors and Mr. Arora, keeping Mr. Arora apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Arora on other matters pertinent to the Company and the Board. As part of the Board’s annual review and evaluation, the Board further defined the role and responsibilities of our Lead Independent Director to include:

●	Presiding at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors.
●	Serving as liaison between the Chair and the independent directors.
●	Developing agendas for Board meetings in collaboration with the Chair, communicating with independent Board members to ensure that matters of interest are being included on agendas for Board meetings, and ensuring adequate time is allocated for Board discussions.
●	Communicating with independent Board members and with management to affirm that appropriate briefing materials are being provided to Board members sufficiently in advance of Board meetings to allow for proper preparation and participation at meetings.
●	Ensuring the Board exercises appropriate risk management oversight, including providing direction related thereto to management.
●	Having the authority to call meetings of the independent directors.
●	Preparing agendas for meetings of the independent directors.
●	Organizing and leading the Board’s evaluation of the Chief Executive Officer.
●	Leading the Board’s annual self-evaluation and assessing areas of current and future improvement in Board performance.
●	If requested by major stockholders, ensuring that he is available, as necessary after discussions with the Chair and Chief Executive Officer, for consultation and direct communication.

In addition to the responsibilities outlined above, our Lead Independent Director also:

●	Has biennial one-on-one discussions with each independent director, as part of the Board’s annual evaluation process.
●	Has access to all committee materials.
●	Has the authority to engage independent consultants.
●	Interviews Board candidates, and assesses future Board needs.
●	Spends time with senior management outside of Board meetings (as necessary) to ensure a deep understanding of the business and strategy of the Company.
●	Participates in stockholder engagement planning and activities.

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Corporate Governance

Independent Directors Sessions

A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session. These independent sessions are organized and chaired by our Lead Independent Director, and our Lead Independent Director provides direct feedback to Mr. Arora after these executive sessions.

Independent Committee Leadership

The Audit, Compensation and People, Security, and ESG and Nominating Committees are each composed solely of, and led by, independent directors, and provide independent oversight of management. In addition:

●	Each committee chair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee.
●	Every independent director has access to all committee materials.
●	Each committee chair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board.
●	Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee).
●	Each committee effectively manages its Board-delegated duties and communicates regularly with the Chair, Lead Independent Director, the Board, and members of management.

Furthermore, the Compensation and People Committee has an effective process for monitoring and evaluating Mr. Arora’s compensation and performance, as well as succession planning.

Board Committees and Responsibilities

Our Board has a standing Audit Committee, Compensation and People Committee, Corporate Development Committee, ESG and Nominating Committee and Security Committee, which have the composition and responsibilities described below. Directors serve on these committees until their resignation or until otherwise determined by our Board.

The membership and meetings during fiscal 2023 and the primary functions of each of the standing committees are described below.

Board of Directors	Audit Committee		Compensation and People Committee		Corporate Development Committee		ESG and Nominating Committee		Security Committee
Nikesh Arora					●
Aparna Bawa*	●		●		●				●
John M. Donovan**			●
Carl Eschenbach*									●
Dr. Helene D. Gayle*							●		●
James J. Goetz*	●				●				●
Rt Hon Sir John Key*	●								●
Mary Pat McCarthy*					●				●
Lorraine Twohill*									●
Nir Zuk

●	Member
	Committee Chair or Co-Chair
**	Lead Independent Director
*	Independent Director
	Financial Expert

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Audit Committee Chair: Mary Pat McCarthy Members: Aparna Bawa James J. Goetz Right Honorable Sir John Key Number of meetings in fiscal 2023: 7

Our Audit Committee is responsible for, among other things: ●selecting and hiring our independent registered public accounting firm, including leading the review and selection of the lead audit engagement partner; ●evaluating the performance and independence of our independent registered public accounting firm; ●approving the audit and pre-approving any non-audit services to be performed by our independent registered public accounting firm; ●reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices; ●reviewing and participating in the selection of our chief audit executive and periodically reviewing the activities and reports of the internal audit function and any major issues encountered in the course of the internal audit function’s work; ●reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures; ●overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters; ●reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements, and our publicly filed periodic reports; ●reviewing and approving or ratifying any proposed related person transactions; and ●preparing the Audit Committee report that the SEC requires in our annual proxy statement.

The composition of our Audit Committee meets the requirements for independence for audit committee members under the listing standards of Nasdaq and the rules and regulations of the SEC. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our Board has determined that Ms. McCarthy is an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

Our Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Audit Committee is available on our website at http://investors.paloaltonetworks.com.

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Compensation and People Committee Chair: Right Honorable Sir John Key Members: Aparna Bawa John M. Donovan Number of meetings in fiscal 2023: 8

Our Compensation and People Committee is responsible for, among other things: ●reviewing and approving our Chief Executive Officer’s and other executive officers’ annual base salaries, incentive compensation arrangements, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control agreements, and any other benefits, compensation or arrangements; ●establishing and administering our equity compensation plans; ●overseeing our overall compensation philosophy and compensation plans; ●preparing the Compensation and People Committee report that the SEC requires to accompany the Compensation Discussion and Analysis contained in this proxy statement; ●overseeing our talent management and people management, including the Company’s inclusion and diversity initiatives and results, the Company’s pay equity reviews and results, and the Company’s FLEXLearning, FLEXBenefits and FLEXWORK initiatives; and ●reviewing and discussing with management the risks arising from the Company’s compensation philosophy and practices applicable to employees to mitigate such risks.

The composition of our Compensation and People Committee meets the requirements for independence for Compensation Committee members under the listing standards of Nasdaq and the rules and regulations of the SEC. Each member of our Compensation and People Committee is also a "non-employee director," as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

Our Compensation and People Committee operates under a written charter that was adopted by our Board and satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Compensation and People Committee is available on our website at http://investors.paloaltonetworks.com.

Our Compensation and People Committee may form subcommittees for any purpose and may delegate to such subcommittees such power and authority as our Compensation and People Committee deems appropriate, except such power or authority required by law, regulation or listing standard to be exercised by our Compensation and People Committee as a whole.

Corporate Development Committee Chair: John M. Donovan Members: Nikesh Arora Aparna Bawa James J. Goetz Mary Pat McCarthy

Our Corporate Development Committee is responsible for, among other things: ●assisting the Board in fulfilling its responsibilities relating to the review, evaluation, and approval of certain acquisitions and strategic investment transactions; ●reviewing proposed acquisition and investment strategies with management; and ●reporting to the Board the Committee’s approval or recommendation of acquisitions or investment transactions and of such activity in general.

 Our Corporate Development Committee operates under a written charter that was adopted by our Board.

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ESG and Nominating Committee Co-Chairs: John M. Donovan Lorraine Twohill Members: Dr. Helene D. Gayle Number of meetings in fiscal 2023: 4

Our ESG and Nominating Committee is responsible for, among other things: ●identifying and evaluating individuals who are qualified to become members of the board of directors and selecting and recommending to the Board individuals as director nominees and appointments to the board of directors; ●evaluating and making recommendations regarding the composition, organization, and governance of our board of directors and its committees, including issues of integrity, experience, expertise and diversity of membership; ●considering board of director leadership structure, including the separation of the chairperson and chief executive officer roles and the appointment of a lead independent director and making recommendations to the board of directors; ●evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees; ●reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; ●reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by our Audit Committee; ●overseeing our annual board of director and committee self-assessment process; ●overseeing our succession planning process for the chief executive officer and members of the management team; and ●overseeing our ESG efforts and related policies and programs.

The composition of our ESG and Nominating Committee meets the requirements for independence under the listing standards of Nasdaq and the rules and regulations of the SEC.

In February 2022, we reconstituted our Nominating and Corporate Governance Committee as the ESG and Nominating Committee to enhance our focus on ESG matters, giving it oversight of our ESG strategies and initiatives, including our short-and long-term goals, and to reinforce the important role that ESG practices play in our business. The ESG and Nominating Committee is responsible for setting our ESG priorities, and monitors our performance. The ESG and Nominating Committee receives regular updates on priority ESG issues, including information on actions and progress toward goals.

Our ESG and Nominating Committee operates under a written charter that was adopted by our Board and satisfies the applicable listing standards of Nasdaq. A copy of the charter of our ESG and Nominating Committee is available on our website at http://investors.paloaltonetworks.com.

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Security Committee Chair: John M. Donovan Members: Aparna Bawa Carl Eschenbach Dr. Helene D. Gayle James J. Goetz Rt Hon Sir John Key Mary Pat McCarthy Lorraine Twohill Number of meetings in fiscal 2023: 4

Our Security Committee is responsible for, among other things: ●overseeing (i) our policies, plans, metrics and programs relating to the physical security of our facilities and employees, and enterprise cybersecurity and data protection risks associated with our security-related infrastructure and related operations, and (ii) the effectiveness of our programs and practices for identifying, assessing and mitigating such risks across our business operations; ●overseeing our cyber crisis preparedness, security breach and incident response plans, communication plans, and disaster recovery and business continuity capabilities; ●overseeing the safeguards used to protect the confidentiality, integrity, availability, safety and resiliency of the Company’s employees, facilities, intellectual property and business operations; ●reviewing and discussing with management the cybersecurity risks associated with our outside partners (such as vendors, suppliers, operations partners, etc.); ●overseeing our compliance with applicable information security and data protection laws and industry standards, new or updated legal implications of security, data privacy, or other regulatory or compliance risks to us or our employees, facilities and business operations and the threat landscape facing our business operations; ●reviewing and advising on our physical and cybersecurity strategy, crisis or incident management and security-related information technology planning processes and review strategy for investing in our security systems; and ●reviewing and discussing with management our public disclosures relating to the Company’s security of its employees, facilities and information technology systems, including privacy, network security and data security.

In November 2021, our Board formed the Security Committee to facilitate Board oversight of security issues, including product security, data security, cybersecurity, security risk management, risk exposure and related controls and enterprise risk management related to these risks.

Our Security Committee operates under a written charter that was adopted by our Board. A copy of the charter of our Security Committee is available on our website at http://investors.paloaltonetworks.com.

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Annual Board and Committee Self-Evaluations

Our Board and each of its committees perform an annual self-assessment to evaluate the effectiveness of our Board and its committees in fulfilling their respective obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors.

Our Lead Independent Director, who is also the Chair of our ESG and Nominating Committee, leads our Board in its review of the results of the annual self-assessment and takes further action as needed. In connection with the annual evaluation, each director receives a survey to complete to evaluate the Board and separate surveys for each committee on which they serve. These surveys include detailed questions regarding: the effectiveness and performance of the Board and committees; Board and committee composition and refreshment; timing, agenda, and content of Board and committee meetings; Board dynamics and function; peer reviews of other members; access to and performance of management; and executive succession planning. At least biennially our Lead Independent Director also conducts one-on-one meetings with each director to receive their feedback and assessment of the Board and its committees. A summary of the results is presented to the Board and each committee on an anonymous basis.

In addition, all members of our Board have the opportunity to attend director education programs to assist them in remaining current with best practices and developments in corporate governance.

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Board’s Role in Strategy Oversight

Our Board is responsible for overseeing the development of the Company’s strategy (including product development roadmaps), which articulates objectives for the business, helps establish and maintain effective risk management and internal controls frameworks, and provides direction to senior management to determine which business opportunities to pursue. The Board is also actively engaged in ensuring that Palo Alto Networks culture reflects our commitment to our core values of disruption, execution, collaboration, integrity and inclusion.

Annually holds a strategy offsite, receiving detailed presentations from, and engagement with, senior management across the Company		Annually reviews and approves the Palo Alto Networks operating plan		Quarterly engagement with senior management on critical business matters that tie to Palo Alto Network’s overall strategy		Regularly interacts with the next generation of leadership to ensure the talent pipeline remains diverse, inclusive and up to the task

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Board’s Role in Risk Oversight

Risk is inherent with every business, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks our Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our Board believes that open communication between management and our Board is essential for effective risk management and oversight.

While our Board is ultimately responsible for risk oversight, our Board committees assist our Board in fulfilling its oversight responsibilities in certain areas of risk.

BOARD OF DIRECTORS ●Meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our Board, where, among other topics, they discuss risks facing our Company, as well as at such other times as they deem appropriate. ●Reviews strategic and operational risk in the context of reports from the management team, including data privacy, information security and cybersecurity, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.
AUDIT COMMITTEE ●Assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of liquidity risk, internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment, risk management and risk mitigation. ●Reviews our antifraud programs and controls. ●Reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures.			ESG AND NOMINATING COMMITTEE ●Assists our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with Board organization, leadership, membership and structure, and corporate governance. ●Reviews and monitor compliance with the Company’s Code of Business Conduct and Ethics. ●Oversees and periodically reviews the Company’s risks relating to corporate social responsibility and environmental sustainability. ●Oversees and discusses, as needed, with management, compliance with applicable laws, regulations and internal compliance programs.
COMPENSATION AND PEOPLE COMMITTEE ●Assesses risks created by the incentives inherent in our compensation programs and policies, and determines whether they encourage excessive risk taking.			SECURITY COMMITTEE ●Assists our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with cybersecurity, information security and physical security of Palo Alto Networks.
MANAGEMENT Responsible for the day-to-day management of risks our Company faces.

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Succession Planning

Our Board and management team recognize the importance of continually developing our talented employee base. Accordingly, our management team conducts an annual talent review of the current senior leadership positions. In addition, our Chief Executive Officer annually reviews a succession plan for the Chief Executive Officer position, using formal criteria to evaluate potential internal and external successors and interim candidates in the event of an emergency situation. In conducting its evaluation, our Board considers organizational needs, competitive challenges, leadership and management potential, and development and emergency situations. As a result of succession planning, BJ Jenkins became our President in August 2021 and Dipak Golechha became Executive Vice President and Chief Financial Officer in March 2021.

Communications with the Board of Directors

Interested parties wishing to communicate with our Board or with an individual member or members of our Board may do so by writing to the Board or to the particular member or members of our Board, and mailing the correspondence to our General Counsel or our Legal Department, at Palo Alto Networks, Inc., 3000 Tannery Way, Santa Clara, California 95054. Our General Counsel or our Legal Department, in consultation with appropriate members of our Board, as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board, or if none is specified, to the Chair.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are posted on the Investor Information portion of our website at investors.paloaltonetworks.com. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Compensation and People Committee Interlocks and Insider Participation

None of the members of our Compensation and People Committee is, or has been, an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation and People Committee.

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An Overview of Our Environmental, Social and Governance Strategies

Our values of execution, disruption, collaboration, inclusion and integrity are the foundation of everything we do—which extend into our approach to environmental, social and corporate governance (“ESG”) practices. From our science-based emissions reduction strategies, our employee-centric people strategy, and our supplier responsibility initiatives, to our social impact programs and our dedication to integrity, ethics, security and privacy, we believe we are executing meaningful outcomes that reinforce our commitment to safety, security and sustainability. The content that follows summarizes the actions we have taken and the impact we believe we have had through our corporate responsibility journey.

ESG Oversight and Governance

ESG at Palo Alto Networks is overseen and governed at the highest levels and includes Board and committee oversight, executive-level leadership, and subject-matter experts who lead our efforts across our business.

Board Oversight.The Board and its applicable committees provide guidance and oversight to management with respect to ESG matters. The ESG and Nominating Committee is responsible for setting our ESG priorities and monitoring our performance. Our Compensation and People Committee, Audit Committee and Security Committee also serve an important role in ESG oversight. Our Lead Independent Director and management team share feedback received from our stockholders with the Board.

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Management Leadership.A cross-functional, executive-level ESG leadership team sets our overall ESG strategy, objectives and initiatives, provides guidance on program implementation, and oversees the continuing enhancement of our approach to ESG. This committee, which is led by our Chief Executive Officer and includes our General Counsel, Chief People Officer and Chief Financial Officer, receives analysis and presentations regarding current and emerging ESG-related risk topics and the status of our ESG programs.

Our executive-level ESG leadership team also empowers our ESG steering committee to implement our ESG programs and to pursue activities to achieve our objective and goals. The ESG steering committee is a cross functional team of employees, consisting of representatives from our accounting, internal audit, corporate responsibility, legal, investor relations and operations teams, and oversees the work of our subject matter experts in the implementation of our ESG programs.

ESG Governance Structure

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Environmental

The negative impacts of the climate crisis are worldwide in scope and disproportionately felt by the world’s most vulnerable people. At Palo Alto Networks, we are committed to doing our part to reduce our own impacts and partnering with others to support community-led, global solutions.

We are future-focused and, to protect our digital way of life, we must also help protect our planet. Immediate action is needed, and we believe that now is the time to make progress towards ambitious science-based targets, advocate for climate policy and collaborate to create data-driven solutions.

Our climate strategy focuses on three pillars.

	Sustainable Operations
Accelerate carbon- and waste-free growth through energy efficiency, decarbonization, renewable energy and science-based targets.

	Sustainable Value Chain
Collaborate and partner with stakeholders throughout our value chain to drive to zero carbon, zero waste, 100% renewable energy and 100% circular cybersecurity products.

	Sustainable Ecosystem
Drive leading public commitments, policy advocacy and partnerships to elevate our thought leadership position.

Science-Based Targets: A Clearly Defined Pathway to Emissions Reduction

Palo Alto Networks completed a greenhouse gas inventory in fiscal 2022. We are using science-based strategies to reduce our climate impacts. In 2023, our ambitious Science-Based Targets (SBTs) were validated by the globally recognized Science Based Targets initiative (SBTi). Our targets are aligned to the United Nations Framework Convention on Climate Change (UNFCCC) guidance to limit global temperature rise to 1.5° Celsius to avoid the catastrophic impacts of climate change.

Our Science-Based Targets are:

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Net Zero Emissions targets:

Through our climate ambition across our operations, value chain and ecosystem, we are confident that we can achieve these goals by the dates above.

Sustainable Operations: Driving Decarbonization

Throughout fiscal 2023, we continued the journey to engage stakeholders throughout our value chain, from suppliers to customers, to drive to zero carbon, zero waste, 100% renewable energy and 100% circularity in our cybersecurity products.

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Sustainable Ecosystem

Engaging with stakeholders across the public and private sectors – our industry peers, non-governmental organizations, policy makers, local communities and our own employees – is the foundation of our sustainable ecosystem strategy.

Each of our stakeholder groups has an essential role in our pursuit to solve complex environmental challenges. Recognizing that addressing climate change will require collaboration on systemic issues, we work with the following stakeholders to promote partnership and mutual learning: CDP, ITI, Science Based Targets Initiative, The Climate Pledge, World Economic Forum - CEO Alliance of Climate Leaders, We Mean Business, and Ceres.

In fiscal 2023, we supported several policy initiatives that advocate for climate action and clean energy, including: the World Economic Forum (WEF) Alliance of CEO Climate Leaders’ COP27 message, and the Information Technology Industry Council’s (ITI) public comments supporting disclosure of Climate-Related Financial Risk.

We remained committed to transparency by submitting our 2023 CDP Climate and Supply Chain disclosures for the fourth year in a row.

Social

During fiscal 2023, we continued to execute our People strategy, engaged with our supply chain to reinforce our Global Supplier Code of Conduct expectations and invested in our communities.

Our People

We believe our ongoing success depends on our employees. Development and investment in our people is central to who we are, and will continue to be so. With a global workforce of 13,948 as of July 31, 2023, our People Strategy is a critical element of our overall company strategy. Our People Strategy is a comprehensive approach to source, hire, onboard, develop, engage, and reward employees. Our approach is grounded on core tenants: respect each employee as an individual, demonstrate fairness and equity in all we do, facilitate flexibility, personalization, and choice whenever possible, and nurture a culture where employees are supported in doing the best work of their careers. Our values of disruption, execution, collaboration, inclusion, and integrity were co-created with employees and serve as the foundation of our culture.

We are proud to have earned multiple awards for our people programs and culture, many of which are based on employee feedback.

Recognized as a “Most Loved Workplace” by Newsweek (2022)		Recognized in multiple categories including Culture, Best Company, Happiness and Leadership by Comparably (2023 & 2022)		Recognized as a Best Places to Work by Glassdoor (2023)

Source & Hire

Sourcing diverse talent who possess the skills and capabilities to execute and add value to our culture form the cornerstone of our comprehensive approach to talent acquisition—a philosophy we call “The Way We Hire.” We utilize an array of methods to identify subject matter experts in their respective fields, emphasizing sourcing channels that connect us with underrepresented talents.

In an effort to foster career growth within Palo Alto Networks, we prioritize internal mobility. This allows current employees to progress either through a traditional career path or by exploring roles across various business functions, often culminating in promotions. We encourage existing employees to refer qualified individuals for our open positions, thus leveraging the collective networks of our team to attract a diverse range of expertise and perspectives.

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We have made strides to understand job requirements and implement structured interviewing practices to identify candidates of the highest quality. By conducting thorough job analyses and creating success profiles, we have developed a deeper understanding of what is required for success in critical roles. We equip our hiring managers with essential training to identify and mitigate potential unconscious biases. Our interviewing process emphasizes values and competencies that we believe enhance our culture. This commitment extends to conducting interviews with diverse panelists and providing a balanced evaluation and quality interview experience for a diverse slate of candidates. We remain steadfast in our commitment to fairness, bias reduction, and equal opportunities for all potential hires.

A key to our hiring process is the Global Hiring Committees, introduced in fiscal 2023. These committees play a significant role in elevating our hiring standards by promoting shared understanding, reducing biases, enhancing objectivity, and ensuring the recruitment of diverse talent. The Committees foster effective collaboration using a common language and consensus-driven decision-making.

Onboard & Develop

We believe that each member of our workforce is unique, and that their integration into Palo Alto Networks and their career journey involve unique needs, interests, and goals. That is why our development programs are grounded on individualization, flexibility, and choice. From onboarding to ongoing development, our FLEXLearn philosophy offers multiple paths to assess, develop, and grow.

Our onboarding experience starts with “pre-boarding.” Before an employee’s start date, they are provided access to foundational tools to help them prepare to join Palo Alto Networks. We view pre-boarding as fundamental to introducing new employees to our culture, building trust, and facilitating rapid productivity. Welcome Day is a combination of in-person, virtual learning platforms and communication channels that provide new employees with inspirational, often personalized, onboarding experiences that carry on through the first year of employment. We have specialized learning tracks for interns and new graduates that have been recognized as best in class externally to support early-in-career individuals in acclimating to our culture as they progress on their career journey. As part of our merger and acquisition strategy, we have also established a robust integration program with the goal to enable individuals joining our teams to feel part of our culture at speed.

Following onboarding, there are a variety of ways that employees can assess their interests and skills, build a development plan specific to those insights, and continue to grow. Our development initiatives are delivered to employees through a comprehensive platform, FLEXLearn. The platform contains curated content and programs, such as assessment instruments, thousands of courses, workshops, and mentoring and coaching services. Leaders and executives also have access to specialized learning tracks that help them strategize, mobilize, and deliver maximum personal and team performance. Employees have full agency to direct their growth at their pace and choosing. Development information about core business elements, working in a distributed hybrid environment, as well as required company-wide compliance training, such as Code of Business Conduct and Ethics, privacy and security, anti-discrimination, anti-harassment, and anti-bribery training, is also deployed through the FLEXLearn platform for all employees. In addition, FLEXLearn provides employees with events and activities that motivate and spark critical thinking, on topics ranging from inclusion to well-being and collaboration. On average, employees had completed 33 hours of development through the FLEXLearn platform during fiscal 2023.

Engage & Reward

We aim to foster engagement through a multifaceted approach to collect, understand, and act on employee feedback. Our comprehensive communication and listening strategy utilizes in-person and technology-enabled channels. We share and collect information through corporate and functional “All Hands” meetings, including several meetings specifically focused on employee-centered topics in an “Ask Me Anything” format. Digital Displays across our sites, our intranet platform, monthly and weekly email communications, and an active Slack platform provide a regular flow of information to and between employees and leadership. In addition to these channels that reach large audiences, we conduct regular executive listening sessions, including small group convenings with our Chief Executive Officer and other C-suite leaders, and ad-hoc pulse surveys to better understand employee engagement, sentiment, well-being, and the ability to transition to a hybrid work model.

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Employee sentiment is also collected from external sources, such as web platforms that crowdsource feedback. Employees provide commentary to platforms such as Glassdoor, Comparably, and others and insights from those platforms are used to measure engagement. In addition, based on employee participation in an anonymous survey, the Best Practice Institute has certified Palo Alto Networks as a “most loved workplace” (2021, 2022, and 2023). Palo Alto Networks has been recognized by Glassdoor, Comparably, Human Rights Campaign, Disability Index, and others as an employer of choice. Our Chief Executive Officer has also earned a 92% employee approval rating on Glassdoor, a top percentile score.

In addition to a comprehensive compensation and diverse benefits program (described below), we believe in an always-on feedback and rewards philosophy. From recurring 1:1 sessions, quarterly performance feedback, semi-annual performance reviews to use of our Cheers for Peers peer recognition program, employees get continuous input about the value they bring to the organization. These engagement and recognition strategies have informed our holistic People Strategy, including our Inclusion and Diversity (“I&D”) initiatives and Internal Mobility program. Based on the outcomes from external sources, insights from internal sources, our modest attrition rate (compared to market trends), and strong participation in our Internal Mobility program, we believe employees at Palo Alto Networks feel engaged and rewarded.

Recognized by Comparably as “Best Company for Perks & Benefits (2022)

Recognized by Comparably as a “Best Company for Perks & Benefits” (2022)

We are intentional about including diverse points of view, perspectives, experiences, backgrounds, and ideas in our decision-making processes. We deeply believe that true diversity exists when we have representation of all ethnicities, genders, orientations and identities, and cultures in our workforce. Our corporate I&D programs focus on five principles—our workforce should feel psychologically safe, they should understand, listen, and support one another, and they should elevate others. These principles are the foundation of our approach to I&D, which we call P.U.L.S.E. We also disclose our EEO-1 report on our website.

We have eleven employee network groups (“ENG”) that play a vital role in building understanding and awareness. Over 29% of our global workforce was involved in at least one ENG as of July 31, 2023. ENGs are also allocated funding to make charitable grants to organizations advancing their causes. We involve our ENGs in listening sessions with executive teams and we work in partnership to develop our annual I&D plans because we believe involvement is critical.

Our I&D philosophy is fully embedded in our talent acquisition, learning and development, performance elevation, and rewards and recognition programs. The diversity of our board of directors, with women representing 40% of our board as of July 31, 2023, is an example of our commitment to inclusion and diversity.

Recognized as a Best Company to Work for by InHerSight (2023)		Recognized in 5 workplace categories by Muse (2023)		Achieved a perfect score of 100% on the Disability Equality Index as evaluated by Disability:IN (2022)		Recognized in multiple categories by Military Friendly for our efforts to support veterans and their families (2023)

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Our Supply Chain

Palo Alto Networks partners with contract manufacturers to produce our hardware products. Our ESG strategy extends to supply chain practices and impacts how we partner with our more than 4,000 suppliers. Integrity is one of our core values, and we expect our suppliers, and their suppliers too, to comply with the labor standards set forth in our Global Supplier Code of Conduct (“Code”) and other applicable ESG policies and practices. This Code allows us to reach across our supply chain to communicate our expectations regarding responsible business practices, labor standards, workplace health and safety conditions and environmental impact.

ESG is woven into our direct material supplier framework, including a risk-based approach to our supplier selection process and, where appropriate, incorporation of relevant contractual clauses and audit rights into our Master Purchasing Agreements. Where appropriate, we request and review information provided in annual supplier surveys, scorecards and supplier business reviews. We also utilize a risk-based approach and third-party risk management tools to evaluate ESG risks and supplier diversity, including use of diversity databases.

Security and data protection are integral to Palo Alto Networks’ mission and therefore are ingrained in our hardware product lifecycle (design, sourcing, manufacturing, fulfillment and service). Knowing that a range of threats is possible at any stage, we have created a framework and processes to prevent potential risks and disruptions. These include ongoing periodic oversight and assessments of our contract manufacturers, original design manufacturing partners and direct material suppliers.

During fiscal 2023, we maintained our affiliate membership in the Responsible Business Alliance. Through the alliance, members, suppliers and stakeholders collaborate to improve working and environmental conditions as well as business performance through leading standards and practices. In fiscal 2023, we focused on updating our modern slavery statement and reviewing more supplier assessments.

In fiscal 2023, we maintained our commitment to supplier diversity. We expect our manufacturing partners to establish inclusion and diversity initiatives that result in greater equity and representation, to commit to fair and equitable pay practices and to transparently communicate the demographics of their workforce. A cross-functional working group continues to explore best practices and is working with partners such as Western Regional Minority Supplier Development Council and National Minority Supplier Development Council to support our work to enhance our procurement policies and establish metrics to measure our progress in growing the diversity of our supply chain.

Our Communities

We value our role as a good corporate citizen and in fiscal 2023 remained committed to partnering with our communities to make a lasting impact. We expanded our investments in cybersecurity education and programs to diversify the cybersecurity talent pipeline. Our employees made direct investments and volunteered their time for important causes. We made charitable investments in core causes to uplift communities.

Investing in Education and Key Cause Areas

Our vision of a safe and secure world can best be achieved through the responsible use of technology. As a cybersecurity leader, we see firsthand that the number of cyber threats is increasing as the security landscape becomes more and more complex. The COVID-19 pandemic accelerated changes in how we learn, connect and socialize, and it exposed how some communities are more vulnerable than others to cybercrime.

We are uniquely positioned to address these challenges. We provide high-quality, free, educational content and tools that demystify technical concepts and inspire youth; increase digital literacy and cultivate generations of responsible digital citizens; prepare young professionals to pursue future careers in cybersecurity; and upskill and diversify the workforce of today. We deliver a continuum of programs using age appropriate content, often focused on underrepresented and vulnerable communities, they include Cyber A.C.E.S., Cyber STARS, Cyber Scholars, Pro{tecting} Your Digital Life workbook, our Cybersecurity Academy and strategic partnerships with educational institutions and recognized non-profit organizations.

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Corporate Responsibility at Palo Alto Networks

Because inclusion and diversity is important to Palo Alto Networks, we allocate charitable funding to our ENGs to enable them to support non-profit organizations committed to reaching the needs of underrepresented communities. In fiscal 2023, we supported dozens of organizations to help them achieve their respective missions.

In addition to making charitable grants to support causes like mental health and wellness, hunger and basic needs, we invested in expanding the talent pipeline to underrepresented communities. We also supported environmental and social justice causes.

Engaging Employees to Increase Impact

Through our volunteering, matching and giving programs, we boost employee engagement and satisfaction, and make a difference in the communities where we live and work.

As a feature of our robust volunteering program, employees are encouraged to take paid time off to volunteer during the workday using Flexible Time Off (FTO). Employees volunteer as individuals, and frequently as groups with their peers, departments, employee network groups (ENGs) or through local committees we call SMILE (Service Making Individuals Lives Easier).

We allocate up to $1,000 per calendar year, per employee, for our volunteer Dollar-for-Doers program and charitable matching. And we highlight causes through “drives”, such as our Annual Hunger Campaign and relief efforts for natural disasters and humanitarian crises.

Corporate Behavior

Ethics & Compliance

Palo Alto Networks is committed to conducting business with high degrees of honesty and integrity wherever we operate. Integrity is one of our core values and we respect our customers, partners, employees and stockholders.

Our Code of Business Conduct and Ethics summarizes the ethical standards and key policies that guide the business conduct of the directors, officers and employees of the Company, and we have a public Global Supplier Code of Conduct, both available on our corporate website. All employees, contractors and suppliers are informed about our governance expectations through our Codes of Conduct and compliance training programs.

We also have a policy focused on respect in the workplace and a corresponding training through our FLEXLearn platform. All new hires must complete the training and existing global employees are required to complete the training every other year. The training includes anti-discrimination, anti-harassment and anti-retaliation lessons and hypotheticals. Our Audit Committee and ESG and Nominating Committee of the Board are responsible for oversight of our Code of Business Conduct and Ethics compliance program. Our Ethics Hotline is also publicly available.

Information Security & Privacy

Palo Alto Networks maintains a written information security program that is managed by our Chief Information Security Officer, who is responsible for overseeing and implementing the program; includes administrative, technical and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of end user data; and is appropriate to the nature, size and complexity of Palo Alto Networks’ business operations. The Security Committee of our Board of Directors reviews data privacy and cybersecurity strategies and risks and provides oversight over risk mitigation related to cyber threats. Six of our ten Board Directors have cybersecurity and IT technology expertise. We provide annual information security and compliance training to all of our employees.

We engage external agencies to conduct background checks for personnel. We also maintain a security process to conduct appropriate due diligence prior to engaging contractors; assess the security capabilities of subcontractors on a periodic basis; and require subcontractors to adhere to our key information security policies and standards.

We also restrict access to, control and monitor physical areas where we process end user data. Data centers that we operate are in alignment with industry standards such as ISO 27001 and SSAE 16 or ISAE 3402.

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Corporate Responsibility at Palo Alto Networks

We deploy firewall technology and an intrusion detection system to generate, monitor and respond to alerts which could indicate potential compromise of our network. We also apply security by design principles throughout the software development lifecycle, track vulnerabilities of open-source software, and run internal and external network scans at least quarterly and after any material change in the network configuration. We conduct application security assessments using a qualified third party, such as our annual assessment for internet-facing applications that collect, transmit or display end user data.

Palo Alto Networks also develops, implements and maintains a business continuity management program to address the needs of the business and the products we provide to customers. To that end, we complete a minimum level of business impact analysis, crisis management, business continuity and disaster recovery planning.

Privacy is important to our customers and helps us build trust. Our privacy practices are informed by several key principles including: