DEF 14A of Arista Networks, Inc., Apr 24, 2024

DEF 14A of Arista Networks, Inc.

Filed Apr 24, 2024 · FY20230001193125-24-110073

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name and Occupation | Age | Director Since | Independent | Committees | | Kelly Battles, Director | 57 | 2020 | | Audit | | Kenneth Duda, Director and Chief Technology Officer | 52 | 2023* | | | | Jayshree Ullal, Chairperson & Chief Executive Officer | 63 | 2008 | | |

  3. Director Nominees

    | * Joined the Board of Directors effective as of December 1, 2023 |

  4. Director Nominees

    | 2024 PROXY STATEMENT | 1 |

  5. DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

    DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

  6. DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

    | | | | | | | BOARD COMMITTEES | | | | | Name | Class | Age | Director Since | Current Term Expires | Expiration of Term for Which Nominated | Audit | Comp. | Nom. & Gov. | Independent | | Kelly Battles (Director Nominee) | I | 57 | 2020 | 2024 | 2027 | + | | | ✓ | | Kenneth Duda (Director Nominee) | I | 52 | 2023 | 2024 | 2027 | | | | | | Jayshree Ullal (Director Nominee) | I | 63 | 2008 | 2024 | 2027 | | | | |

  7. DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

    | 2024 PROXY STATEMENT | 15 |

  8. DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

    The following table sets forth information, as of April 9, 2024, for each of the continuing members of our board of directors:

  9. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  10. CONTINUING DIRECTORS

    | | | | | | BOARD COMMITTEES | | | | | Name | Class | Age | Director Since | Current Term Expires | Audit | Comp. | Nom. & Gov. | Independent | | Lewis Chew | III | 61 | 2021 | 2026 | CHAIR | | | ✓ | | Charles Giancarlo | II | 66 | 2013 | 2025 | | CHAIR | | ✓ | | Daniel Scheinman | II | 61 | 2011 | 2025 | | + | CHAIR | ✓ | | Mark B. Templeton | III | 71 | 2017 | 2026 | | + | | ✓ | | Yvonne Wassenaar | II | 55 | 2022 | 2025 | + | | + | ✓ |

  11. Board Diversity

    Board Diversity Our board of directors believes that it should be a diverse body and our Nominating and Corporate Governance Committee considers diversity in making determinations regarding the composition and size of the Board and in overseeing the annual board and committee evaluations.

  12. Board Diversity

    | | |

  13. Board Diversity

    | 16 | |

  14. BOARD SKILLS MATRIX

    BOARD SKILLS MATRIX The following table summarizes the key qualifications, skills and attributes of our director nominees and the continuing members of our board of directors. A mark indicates a specific area of focus or expertise on which our board of directors particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in greater detail.

  15. BOARD SKILLS MATRIX

    | | | | | | | | | | | Industry Expertise Insight in the cloud and software industry to oversee our business and the risks we face. | + | + | + | + | + | + | + | + | | Senior Leadership Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations and policies. | + | + | + | + | + | + | + | + | | Financial Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes. | + | + | | + | + | + | + | + | | Diverse Backgrounds and Experiences Diverse backgrounds and experiences that provide unique perspectives and enhance decision-making. | + | + | | | | | + | | | Cybersecurity/Information Security/Security Expertise to oversee cybersecurity, privacy, and information security management. | | + | + | + | | | | + | | Sales, Marketing and Brand Management Sales, marketing and brand management experience to provide expertise and guidance to grow sales and enhance our brand. | | | | + | | + | + | + | | Global/International Experience and Knowledge Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business. | + | + | | + | + | + | + | + | | Governance, Risk Oversight and Compliance Experience in public company corporate governance, risk oversight and management, compliance, policy and creating long term sustainable value. | + | + | | + | + | + | + | + | | Emerging Technologies and Business Models Experience identifying and developing emerging technologies and business models to advise, analyze and strategize regarding emerging technologies, business models and potential acquisitions disrupting our industry, business and company. | + | + | + | + | + | + | + | + | | Human Capital Management Experience attracting and retaining top talent to advise and oversee our people and compensation policies. | + | + | + | + | + | + | + | + | | Public Company Board Experience Experience to understand the dynamics and operation of a public company and the applicable legal and regulatory landscape and risks. | + | + | | + | + | + | + | + | | ESG Experience Experience addressing environmental, social and governance issues, including climate change. | + | | | + | + | + | + | + |

  16. BOARD SKILLS MATRIX

    | 2024 PROXY STATEMENT | 17 |

  17. BOARD SKILLS MATRIX

    Set forth below is biographical information for the nominees and for each of the continuing members of our board of directors. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

  18. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  19. NOMINEES FOR DIRECTOR

    | | Kelly Battles | Experience Ms. Battles has served as a member of our board of directors since July 2020. Ms. Battles has over 30 years of finance, strategy and operational leadership experience. From July 2020 to January 2022, Ms. Battles served as chief financial officer of Alpha Medical Group, a telemedicine provider, where she has also served as a member of the board of directors since January 2022. From November 2016 to March 2020, Ms. Battles served as chief financial officer of Quora, a knowledge platform. Ms. Battles also previously served as chief financial officer of Bracket Computing, a cloud computing company, and Host Analytics, Inc., a cloud-based enterprise performance management solutions company. She served as vice president of finance of IronPort Systems, an email and web security company (since acquired by Cisco Systems, Inc.), director of strategy and corporate development group of Hewlett-Packard Company, an information technology company, and as an associate at both McKinsey and Company and JPMorgan Chase and Company earlier in her career. Ms. Battles currently serves as an independent board member and audit committee chair of DataStax, Inc., a data company, Genesys Cloud Services, Inc., a software company, and Clari, Inc., a revenue platform. Ms. Battles holds a B.S.E. degree in Operations Research / Systems Management from Princeton University and an M.B.A. from Harvard University. Qualifications We believe Ms. Battles possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience as a chief financial officer and as a board member of companies in the technology industry. | | Independent Director Age: 57 Director Since: 2020 Committee(s): Audit | | |

  20. NOMINEES FOR DIRECTOR

    | | Kenneth Duda | Experience Mr. Duda is one of our founders and has served in various roles with us from 2004 to present. Mr. Duda has served as a member of our board of directors since December 2023. Since September 2011, Mr. Duda has served as our Chief Technology Officer and Senior Vice President of Software Engineering. From April 1999 to October 2004, Mr. Duda served as chief technology officer of There, Inc., a virtual worlds company. From September 1996 to April 1999, Mr. Duda was leading the software development of the switch kernel for the Gigabit System Business Unit with Cisco Systems, Inc. Mr. Duda holds B.S. and M.S. degrees in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology and a Ph.D. degree in Computer Science from Stanford University. Qualifications We believe Mr. Duda possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the networking industry and the operational insight and expertise he has accumulated as one of our founders and as our Chief Technology Officer and Senior Vice President, Software Engineering. | | Director Age: 52 Director Since: 2023 Committee(s): N/A | | |

  21. NOMINEES FOR DIRECTOR

    | 18 | |

  22. NOMINEES FOR DIRECTOR

    | | Jayshree Ullal | Experience Ms. Ullal has served as our Chief Executive Officer, President and a member of our board of directors since October 2008 and as our Chairperson of the Board since December 2023. From September 1993 to May 2008, Ms. Ullal served in various positions at Cisco Systems, Inc., with her last position as senior vice president of data center, switching and services group. Prior to that, Ms. Ullal was a vice president of marketing at Crescendo Communications, Inc., Cisco’s first acquisition in 1993. She has also held various product and engineering positions at Ungermann-Bass, a computer networking company, Advanced Micro Devices, Inc., a semiconductor company, and Fairchild Semiconductor, a semiconductor company. Ms. Ullal has served as a member of the board of directors of Snowflake Inc., a cloud-based data-warehousing company since June 2020. Ms. Ullal holds a B.S. degree in Engineering (Electrical) from San Francisco State University and an M.S. degree in Engineering Management from Santa Clara University. She is a 2013 recipient of the Santa Clara University School of Engineering Distinguished Engineering Alumni Award. Qualifications We believe that Ms. Ullal possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience in the networking industry and the operational insight and expertise she has accumulated as our President and Chief Executive Officer. | | Director Age: 63 Director Since: 2008 Committee(s): N/A Other Current Public Company Boards: Snowflake Inc. | | |

  23. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  24. CONTINUING DIRECTORS

    | | Lewis Chew | Experience Mr. Chew has served as a member of our board of directors since July 2021. From June 2012 to October 2021, Mr. Chew served as executive vice president and chief financial officer of Dolby Laboratories, Inc., an audio, voice and imaging technology company. From April 2001 to September 2011, Mr. Chew served as senior vice president and chief financial officer of National Semiconductor Corporation, a designer and manufacturer of semiconductor components. Prior to joining National Semiconductor Corporation, Mr. Chew was a partner at KPMG LLP, an accounting firm. Since March 2020, Mr. Chew has served on the board of directors of Cadence Design Systems, Inc., a multinational computational software company, where he is chair of the audit committee. From September 2009 to April 2019, Mr. Chew served as a director of PG&E Corporation, an energy-based holding company, where he served as chair of both the public policy committee and the audit committee. In 2024, Mr. Chew was nominated to serve on the board of directors of Intuitive Surgical, Inc., a publicly traded leading surgical robotics company. Mr. Chew holds a B.S. degree in Accounting from the Leavey School of Business at Santa Clara University. Qualifications We believe Mr. Chew possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience as a senior executive officer and board member of companies in the technology industry. | | Independent Director Age: 61 Director Since: 2021 Committee(s): Audit (Chair) Other Current Public Company Boards: Cadence Design Systems, Inc. Intuitive Surgical, Inc. (nominated) | | |

  25. CONTINUING DIRECTORS

    | 2024 PROXY STATEMENT | 19 |

  26. CONTINUING DIRECTORS

    | | Charles Giancarlo | Experience Mr. Giancarlo has served as a member of our board of directors since April 2013. Mr. Giancarlo has been chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017, and Chairman of the board of directors of Pure Storage since September 2018. From January 2008 to October 2015, Mr. Giancarlo served as a managing director of Silver Lake Partners, a private investment firm and served as a senior advisor to the firm until 2015. From May 1993 to December 2007, Mr. Giancarlo served in various positions with Cisco Systems, Inc., most recently as executive vice president and chief development officer. Mr. Giancarlo has also served on the board of directors of Zscaler, Inc., a cloud-based information security company, since November 2016. He previously served as a director of Accenture plc, from November 2008 to February 2019. Mr. Giancarlo holds a B.S. degree in Electrical Engineering from Brown University, an M.S. degree in Electrical Engineering from the University of California at Berkeley and an M.B.A. from Harvard University. Qualifications We believe Mr. Giancarlo possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience as a venture capital investor and as an executive and board member of companies in the technology industry. | | Independent Director Age: 66 Director Since: 2013 Committee(s): Compensation (Chair) Other Current Public Company Boards: Pure Storage, Inc. Zscaler, Inc. | | |

  27. CONTINUING DIRECTORS

    | | Daniel Scheinman | Experience Mr. Scheinman has served as a member of our board of directors since October 2011. Since April 2011, Mr. Scheinman has been an angel investor. From January 1997 to April 2011, Mr. Scheinman served in various capacities with Cisco Systems, Inc., most recently as senior vice president, Cisco Media Solutions Group. Mr. Scheinman has served as a member of the board of directors of Zoom Video Communications, Inc., a cloud-based video communications company, since October 2011, where he is lead director, chair of the audit committee and a member of the compensation committee and SentinelOne, Inc., an autonomous AI endpoint security platform since September 2015, where he is lead independent director, chair of the nominating and corporate governance committee and a member of the compensation committee. He also currently serves on the board of directors of several private companies. Mr. Scheinman holds a B.A. degree in Politics from Brandeis University and a J.D. from the Duke University School of Law. Qualifications We believe Mr. Scheinman possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the legal industry and as an executive of companies in the technology industry. | | Independent Director Age: 61 Director Since: 2011 Committee(s): Compensation Nominating and Corporate Governance (Chair) Lead independent director Other Current Public Company Boards: Zoom Video Communications, Inc. SentinelOne, Inc. | | |

  28. CONTINUING DIRECTORS

    | 20 | |

  29. CONTINUING DIRECTORS

    | | Mark B. Templeton | Experience Mr. Templeton has served as a member of our board of directors since June 2017. Mr. Templeton served as the chief executive officer and a member of the board of directors of DigitalOcean, Inc., a cloud computing company from June 2018 to August 2019. Previously, he served as the president and chief executive officer and a member of the board of directors of Citrix Systems, Inc., a global provider of virtualization, mobility management, networking and software as service solutions, from January 1998 until his retirement in October 2015. Since July 2023, Mr. Templeton has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Mr. Templeton served on the board of directors of Health Catalyst, Inc., a provider of data and analytics technology and services to health care organizations, from July 2020 to March 2024. Mr. Templeton served on the board of directors of Equifax, Inc., a consumer credit reporting agency, from February 2008 to November 2018 and Keysight Technologies, Inc., an electronics test and measurement equipment company, from November 2015 to July 2018. Mr. Templeton holds a B.A. degree in product design from North Carolina State University and an M.B.A. from the Darden School of Business at the University of Virginia. Qualifications We believe Mr. Templeton possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the networking industry and as chief executive officer and board member of companies in the technology industry. | | Independent Director Age: 71 Director Since: 2017 Committee(s): Compensation Other Current Public Company Boards: Nutanix, Inc. | | |

  30. CONTINUING DIRECTORS

    | | Yvonne Wassenaar | Experience Ms. Wassenaar has served as a member of our board of directors since July 2022. From January 2019 to May 2022, Ms. Wassenaar served as chief executive officer of Puppet, Inc., an information technology company. From June 2017 to September 2018, Ms. Wassenaar served as chief executive officer of Airware Inc., an enterprise drone analytics company. From August 2014 to May 2017, Ms. Wassenaar served as chief information officer of New Relic Inc., an information technology company. Ms. Wassenaar has served as a member of the board of directors and audit committee of Rubrik, Inc. since November 2021, a member of the board of directors and audit committee of Forrester Research, Inc., a research company, since June 2017, and as a member of the board of directors and compensation committee of JFrog, Inc., a software development company, since September 2022. She previously served as a member of the board of directors and audit committee of Anaplan, Inc., Inc., a cloud-based business planning software company, from November 2019 to June 2022, and as a member of the board of directors and audit committee of Mulesoft, LLC, an integration platform for SOA, SaaS, and APIs, from December 2017 to May 2018. She also currently serves on the board of directors of several private companies. Ms. Wassenaar holds a B.A. degree in economics with a specialization in computing from the University of California, Los Angeles, and an M.B.A. from UCLA Anderson School of Business. Qualifications We believe Ms. Wassenaar possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience as a chief executive officer and board member of companies in the technology industry. | | Independent Director Age: 55 Director Since: 2022 Committee(s): Audit Nominating and Corporate Governance Other Current Public Company Boards: Forrester Research, Inc. JFrog, Inc. Rubrik, Inc. (announced a potential initial public offering) | | |

  31. CONTINUING DIRECTORS

    | 2024 PROXY STATEMENT | 21 |

  32. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees. In accordance with the Company’s Corporate Governance Guidelines, in its evaluation of director candidates, including the members of the board of directors eligible for re-election, the Nominating and Corporate Governance Committee will consider: (a) the current size and composition of the board of directors, (b) the needs of the board of directors and the respective committees of the board of directors, (c) such factors as character, professional ethics and integrity, judgment, business acumen, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, an

  33. Considerations in Evaluating Director Nominees

    | 2024 PROXY STATEMENT | 27 |

  34. Considerations in Evaluating Director Nominees

    understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors, and (d) other factors that the Nominating and Corporate Governance Committee may consider appropriate. The Nominating and Corporate Governance Committee shall also consider composition requirements imposed by applicable law. The Nominating and Corporate Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. The Nominating and Corporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors: (a) the highest personal and professional ethics and integrity, (b) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (c) skills that are complementary to those of the existing board of directors, (d) the ability to assist and support management and make significant contributions to the Company’s success, and (e) an understanding of the fiduciary responsibilities that is required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Below is a graphic summarizing the process for our board of directors to identify and review director candidates to join our board: Mr. Duda, who was appointed to the board by our other directors in December 2023, was initially suggested to the Nominating and Corporate Governance Committee of the board for consideration as a potential director by our Chief Executive Officer.

  35. Director Compensation

    Director Compensation The following table provides information regarding the total compensation of each of our non-employee directors in 2023. Directors who are also our employees do not receive additional compensation for their service as directors. In particular, Jayshree Ullal, a named executive officer, Kenneth Duda, a named executive officer, and Andreas Bechtolsheim, a former executive officer, did not receive additional compensation for their service as directors.

  36. Director Compensation

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Total ($) | | Kelly Battles | 85,000 | 251,929 | — | 336,929 | | Lewis Chew | 100,000 | 251,929 | — | 351,929 | | Charles Giancarlo | 87,000 | 251,929 | — | 338,929 | | Daniel Scheinman | 142,000 | 251,929 | — | 393,929 | | Mark B. Templeton | 85,000 | 251,929 | — | 336,929 | | Nikos Theodosopoulos(3) | 48,982 | — | — | 48,982 | | Yvonne Wassenaar | 90,000 | 251,929 | — | 341,929 |

  37. Director Compensation

    | (1) The amounts reported represent the fees earned for service on our board of directors and committees of our board of directors for 2023. |

  38. Director Compensation

    | (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of restricted stock units granted to non-employee directors during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for restricted stock units is measured based on the closing price of Arista’s common stock on the date of grant. Each of Mses. Battles and Wassenaar and Messrs. Chew, Giancarlo, Scheinman and Templeton received an award of 1,490 restricted stock units on June 14, 2023. |

  39. Director Compensation

    | (3) Board retainer and committee fees for Mr. Theodosopoulos are prorated as he ceased to be a director effective June 14, 2023. |

  40. Director Compensation

    | 2024 PROXY STATEMENT | 31 |

  41. Director Compensation

    The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2023.

  42. Director Compensation

    | Director | Stock Awards (#)(1) | Option Awards (#) | | Kelly Battles | 745 | — | | Lewis Chew | 745 | — | | Charles Giancarlo | 745 | — | | Daniel Scheinman | 745 | — | | Mark B. Templeton | 745 | — | | Yvonne Wassenaar | 745 | — |

  43. Director Compensation

    | (1) Represents the number of restricted stock units unvested as of December 31, 2023. |

  44. Director Compensation

    With respect to 2023 board service, consistent with 2022 board service, our board of directors approved compensation to each of our non-employee directors as follows:

  45. Director Compensation

    | • | a $75,000 cash retainer for general board service, except that our lead independent director received a $120,000 cash retainer; |

  46. Director Compensation

    | • | a $25,000 cash retainer for chairing the Audit Committee; |

  47. Director Compensation

    | • | a $12,000 cash retainer for chairing the Compensation Committee; |

  48. Director Compensation

    | • | a $12,000 cash retainer for chairing the Nominating and Corporate Governance Committee; |

  49. Director Compensation

    | • | a $10,000 cash retainer for non-chair service on each committee. |

  50. Director Compensation

    In April 2024, our Compensation Committee recommended, and our board of directors approved, a revised policy for annual equity grants to outside board members of restricted stock units with a total value of $250,000 (based on the average closing stock price for the 30 trading day period ending on the grant date) that vest quarterly (on each Company standard quarterly vesting date following the grant date) over one year and are subject to continued service on the board (the “Revised Director Equity Policy”). Grants under the Revised Director Equity Policy shall be automatic immediately following an applicable annual meeting.

  51. Compensation Discussion and Analysis

    | What We Do | What We Do Not Do | | Annual Review. We perform annual reviews of our executive compensation program. Performance-Based Equity. In 2023, we continued to use performance-based equity as a significant part of our compensation program for our Named Executive Officers. Independence. Our Compensation Committee is made up solely of independent directors and makes all executive compensation decisions. Compensation Consultant. Our Compensation Committee engages its own independent compensation consultant to assist with its compensation reviews. Stock Ownership Guidelines. To align our Chief Executive Officer’s long-term interests with those of our stockholders, our Chief Executive Officer is required to own specified minimum levels of Company stock. Clawback Policy. We may seek the recovery of cash incentive compensation and performance-based equity compensation paid to our executive officers. | No Executive-Only Retirement Programs. We do not offer pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers, other than the plans generally available to all employees. No Excise Tax Gross-Ups. We do not offer golden parachute tax gross-ups to any of our Named Executive Officers or other executive officers. No “Single-Trigger” Benefits and Limited “Double-Trigger” Benefits. Potential change in control payments and benefits are limited in nature and are received only in connection with the termination of employment without cause or for good reason in connection with or following a change in control. |

  52. FISCAL 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Annual Bonuses Reflecting Pay for Performance-As noted above, in fiscal 2023, we achieved revenue of approximately $5.86 billion representing an increase of 33.8% compared to fiscal 2022, combined with Operating Income of $2.6 billion an increase of 44.9% from 2022 and 5% above our internal targets. In addition to this financial performance, we made significant progress on our business diversification goals with strong growth in our enterprise and provider businesses. We demonstrated continued excellence in product quality, innovation and support as demonstrated by healthy new product qualification and order activity with our cloud titan customers. Performance across all of these metrics resulted in payments to our Named Executive Officers under the 2023 Bonus Plan. |

  53. FISCAL 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Equity Awards Promoting Our Stockholders’ Interests-Long-term equity incentives constitute a significant majority of compensation paid to Named Executive Officers in 2023. Long-term equity incentives align the interests of executives with those of our stockholders. For fiscal 2023, we continued to provide long-term equity compensation to our Chief Executive Officer in performance equity awards only, and a mix of PRSUs and RSUs to our Named Executive Officers other than our Chief Executive Officer. |

  54. FISCAL 2023 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Equity Awards Subject to Achievement-Performance-based equity was continued as an important portion of our executive compensation program for our Named Executive Officers. |

  55. Executive Compensation Philosophy and Objectives

    | • | recognize strong performers by offering cash performance-based incentive compensation and equity awards that have the potential to reward individual achievement as well as contributions to our overall success; and |

  56. COMPENSATION PROGRAM DESIGN

    COMPENSATION PROGRAM DESIGN Our executive compensation program for fiscal 2023 reflected our stage of development as a growing publicly traded company. Accordingly, the compensation of our Named Executive Officers consisted of base salary, a short-term cash incentive compensation opportunity, long-term equity compensation in the form of performance-based restricted stock units (“PRSUs”) for our Chief Executive Officer and both PRSUs and time-based restricted stock units (“RSUs”) for our other Named Executive Officers, and certain employee health and welfare benefits. We offer cash compensation in the form of base salaries and cash incentive compensation opportunities with an annual payment component. Typically, we have structured our annual cash incentive compensation opportunities to focus on the achievement of specific short-term financial and operational objectives that will further our longer-term growth objectives. Additionally, equity awards for shares of our common stock serve as a key component of our executive compensation program. For 2023, we granted (i) PRSUs (which become eligible to vest only if the threshold performance is achieved) to all of our Named Executive Officers and (ii) RSUs (which provide certain value to recipients and limit dilution to our stockholders) to our Named Executive Officers other than our Chief Executive Officer. In the future, we may introduce other forms of equity awards, as we deem appropriate, into our executive compensation program to offer our Named Executive Officers additional types of long-term incentive compensation that further the objective of aligning the recipient’s interests with those of our stockholders.

  57. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it sees fit, in connection with carrying out its duties. In fiscal 2023, our Compensation Committee continued to engage AON, a national compensation consulting firm, to assist us in executing our executive compensation strategy and guiding principles, assessing current executive total compensation levels against competitive market practices, developing a compensation peer group and advising on potential executive compensation decisions for fiscal 2023. Our Compensation Committee provided AON with instructions regarding the goals of our executive

  58. Role of Compensation Consultant

    | 52 | |

  59. Role of Compensation Consultant

    compensation program and the parameters of the competitive review of executive officer compensation packages that it was to conduct. In particular, the Compensation Committee instructed AON to analyze whether the compensation packages of our executive officers were consistent with our compensation philosophy and competitive relative to market comparables. The Compensation Committee further instructed AON to evaluate the following components to assist the Compensation Committee in establishing fiscal 2023 compensation: base salary; target and actual annual incentive compensation; target and actual total cash compensation (base salary and annual incentive compensation); long-term incentive compensation (equity awards); target and actual total direct compensation (base salary, annual incentive compensation and long-term incentive compensation); and beneficial ownership of our common stock. AON does not provide any services to us other than the services provided to our Compensation Committee. Our Compensation Committee has assessed the independence of AON taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the NYSE listing standards, and has concluded that no conflict of interest exists with respect to the work that AON performs for our Compensation Committee.

  60. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, AON provided market data for the compensation peer group approved by our Compensation Committee.

  61. Competitive Positioning

    Competitive Positioning In fiscal 2023, our Compensation Committee continued to compare and analyze our executive compensation program with that of a formal compensation peer group of companies. In fiscal 2023, our Compensation Committee reviewed our executive compensation peer group, highlighting potential outliers in the existing group and adjusting for changes in our market capitalization. In considering an updated peer group, our Compensation Committee considered the following criteria: (i) companies in the computer networking, communication products/services and software sectors with a focus on growing technology companies; (ii) companies with revenues between $1.5 billion to $8.0 billion (approximately 0.5x to 2.5x of our then-current trailing 12-month revenue); (iii) companies with market capitalization generally between $10 and $60 billion (approximately 0.3x to 2x of our then-current market capitalization); and (iv) companies with positive revenue growth, with a preference for companies at or above 10% revenue growth. As a result, the following group was our executive compensation peer group for fiscal 2023 compensatory decisions for fiscal year 2023:

  62. Executive Compensation Peer Group for Fiscal 2023

    Executive Compensation Peer Group for Fiscal 2023

  63. Executive Compensation Peer Group for Fiscal 2023

    | Akamai Technologies | F5 | Nutanix | Twitter | | Autodesk | Fortinet | Palo Alto Networks | Workday | | Ciena | Juniper Networks | ServiceNow | Zscaler | | Dropbox | NetApp | Splunk | |

  64. Executive Compensation Peer Group for Fiscal 2023

    With respect to fiscal 2024 executive compensation decisions our Compensation Committee reconsidered the peer group, highlighting potential outliers in the existing group and adjusting for changes in our market capitalization. In considering an updated peer group, our Compensation Committee considered the following criteria: (i) companies in the computer networking, communication products/services and software sectors with a focus on growing technology companies; (ii) companies with revenues between $2.5 billion to $12.5 billion (approximately 0.5x to 2.5x of our then-current trailing 12-month revenue); (iii) companies with market capitalization generally between $14.0 and $100.0 billion (approximately 0.3x to 2x of our then-current market capitalization); and (iv) companies with positive revenue growth, with a preference for companies at or above 10% revenue growth. As a result, the following group was our executive compensation peer group for fiscal 2024 compensatory decisions for fiscal 2024:

  65. Executive Compensation Peer Group for Fiscal 2024

    Executive Compensation Peer Group for Fiscal 2024

  66. Executive Compensation Peer Group for Fiscal 2024

    | Akamai Technologies | F5 | Palo Alto Networks | Workday | | Autodesk | Fortinet | ServiceNow | Zscaler | | Cadence Design Systems* | Juniper Networks | Splunk | | | Ciena | NetApp | Synopsys | |

  67. Executive Compensation Peer Group for Fiscal 2024

    | * Company added to peer group for fiscal 2024. |

  68. Executive Compensation Peer Group for Fiscal 2024

    | 2024 PROXY STATEMENT | 53 |

  69. Executive Compensation Peer Group for Fiscal 2024

    As a result of changes in our compensation peer group, we positioned at the 49th percentile in terms of revenue and the 58th percentile in terms of market capitalization. AON provides our Compensation Committee with market data from our compensation peer group regarding each element of our executive compensation program. However, our Compensation Committee does not benchmark in our compensation peer group with respect to any particular element of compensation.

  70. Annual Cash Incentive Compensation; 2023 Bonus Plan

    Annual Cash Incentive Compensation; 2023 Bonus Plan We use cash incentive compensation under our omnibus Employee Incentive Plan to motivate our executive officers, including our Named Executive Officers, to achieve our annual financial and key operational objectives, while making progress towards our longer-term strategic goals. Each fiscal year, our Compensation Committee sets the terms and conditions of the Employee Incentive Plan for that fiscal year, which identifies the plan participants and establishes the target cash incentive opportunity for each participant, the performance measures to be used to determine whether to make payouts related to the fiscal year and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Typically, cash incentive payouts have been determined after the end of the applicable performance period based on our performance against one or more financial and operational performance objectives for the performance period as set forth in our annual operating plan. In February 2023, our Compensation Committee set the terms and conditions of the Employee Incentive Plan for fiscal 2023 (the “2023 Bonus Plan”). The 2023 Bonus Plan included financial performance metrics for revenue and non-GAAP operating income for the year. These two financial metrics determine the funding of the overall bonus pool available for distribution. No payout would be made under the plan if achievement of the revenue metric was below 85% of target. Once the overall funding level of the 2023 Bonus Plan was determined as outlined above, our Compensation Committee would evaluate performance for each of our Named Executive Officers. In determining the payout for each Named Executive Officer, our Compensation Committee would consider factors including: (A) contribution of the individual to the achievement of the quantitative financial measures set forth above regarding the funding of the overall bonus pool; (B) achievement against additional objectives related to the future growth of our business, including ability to diversify and deliver in new markets; (C) consistent execution on product quality, innovation and support; and (D) overall individual performance. The 2023 Bonus Plan provided for a single annual payout to each participant following the end of fiscal 2023 after our Compensation Committee evaluated corporate and individual performance as outlined above. For purposes of our 2023 Bonus Plan, we define revenue in accordance with GAAP, and non-GAAP operating income as GAAP operating income, less stock-based compensation expenses, other non-recurring items, one time acquisition related costs and the amortization of intangible assets. A reconciliation of the non-GAAP financial metrics to the related GAAP financial measure is set forth in Appendix B. Our Compensation Committee approved the following preliminary targets for the 2023 annual cash incentive compensation of our Named Executive Officers (which provided each of our Named Executive Officers with target total cash compensation around or below the market 25th percentile in our compensation peer group). Consistent with fiscal 2022, for our Chief Executive Officer, this target was 100% of base salary, while the targets for our other Named Executive Officers was 60% of base salary. These targets are not strict targets and merely inform the aggregate of bonuses that will be accrued for financial accounting purposes. Once a total incentive pool is accrued for all participants in the 2023 Bonus Plan, our Compensation Committee looks at the performance for the year across the key metrics discussed above and factors in individual performance and market comparable compensation in our peer group in determining a total incentive paid to each Named Executive Officer. For fiscal 2023, we achieved revenue of approximately $5.86 billion (an increase of 33.8% from 2022, and below our plan target by 0.7%). In addition, we achieved non-GAAP operating income of approximately $2.6 billion (an increase of 44.9% from 2022, and above our plan target by 5%). Our Compensation Committee considered our overall achievement against these key metrics and determined it was appropriate to fund the 2023 Bonus Plan at a level of 73.4%, the accrual of which is included in the above financial results.

  71. Annual Cash Incentive Compensation; 2023 Bonus Plan

    | 2024 PROXY STATEMENT | 55 |

  72. Annual Cash Incentive Compensation; 2023 Bonus Plan

    Following the funding of the 2023 Bonus Plan based on the financial metrics outlined above, our Compensation Committee looked at performance with respect to the other key metrics including gross margin, operating margin, growth in non-cloud revenue, diversification and delivery into new markets, product quality, innovation and support, and individual performance. Our Compensation Committee considered that we made significant progress against our business diversification goals during the year with strong growth in our enterprise and provider businesses. We also demonstrated continued excellence in product quality, innovation and support as demonstrated by healthy new product qualification and order activity with our cloud titan customers in the second half of 2023. Given our overall financial performance for the year and the significant progress made against our non-financial objectives for the year combined with our Compensation Committee’s determination of individual performance for each of our Named Executive Officers and including consideration of our total cash compensation being around or below the 25th percentile of compensation of our peer group, the total payouts to our Named Executive Officers under the 2023 Bonus Plan were made as set forth below.

  73. Annual Cash Incentive Compensation; 2023 Bonus Plan

    | Named Executive Officer | Actual Incentive Compensation | | Jayshree Ullal | $200,000 | | Ita Brennan | $205,000 | | Kenneth Duda | $205,000 | | Anshul Sadana | $250,000 | | Marc Taxay | $200,000 |

  74. Equity Compensation

    Equity Compensation We use equity awards to incentivize and reward our executives (including our Named Executive Officers) for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant stock options covering shares of our common stock and full value awards for shares of our common stock, or awards without a purchase price, such as RSU awards. New hire, or initial, equity awards for our executives are established through arm’s-length negotiations at the time the individual executive is hired. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. In addition, we grant equity awards to our executives when our Compensation Committee determines that such awards are necessary or appropriate to recognize corporate and individual performance, in recognition of a promotion, or to achieve our retention objectives. To date, we have not applied a rigid formula in determining the size of these equity awards. Instead, our Compensation Committee has determined the size of such equity awards for an individual executive after taking into consideration market data compiled from our compensation peer group, a compensation analysis performed by AON, the equity award recommendations of our Chief Executive Officer, the scope of an executive’s performance, contributions, responsibilities, and experience, and the amount of equity compensation held by the executive, including the current economic value of his outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions, and internal equity considerations. In making its award decisions, our Compensation Committee has exercised its judgment and discretion to set the size of each award at a level it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. Equity awards to our named executive officers typically have multi-year vesting periods of four or more years. For fiscal 2023, our Compensation Committee continued to provide equity compensation to our Chief Executive Officer in PRSUs only, and a mix of PRSUs and RSUs to our Named Executive Officers other than our Chief Executive Officer.

  75. Equity Compensation

    | 1. | For our Chief Executive Officer, our Compensation Committee granted two PRSU awards, one subject to performance against revenue and operating income goals that would be measured in fiscal 2023 (the “AOP PRSUs”), and one subject to performance against a non-GAAP gross margin goal for the period of fiscal 2023 through fiscal 2024 (the “Gross Margin PRSUs”). 80% of the PRSUs granted in fiscal 2023 were AOP PRSUs, and 20% of the PRSUs granted in fiscal 2023 were Gross Margin PRSUs. |

  76. Equity Compensation

    | 56 | |

  77. Equity Compensation

    | 2. | For our Named Executive Officers other than our Chief Executive Officer, our Compensation Committee granted PRSU awards intended to cover fiscal 2023, 2024, and 2025. One-third would be eligible to be earned each fiscal year, with the performance conditions for each fiscal year determined as soon as practicable during the applicable fiscal year. The mix between PRSUs and RSUs was approximately 50% PRSUs and 50% RSUs. 100% of the PRSUs granted to our Named Executive Officers other than our Chief Executive Officer that were eligible to be earned in fiscal 2023 were AOP PRSUs. |

  78. Equity Compensation

    Our Compensation Committee determined that the mix of performance goals for our Chief Executive Officer and the proportion of performance-and service-based awards for our other Named Executive Officer provided appropriate incentives to retain and motivate our Named Executive Officers and help to achieve success in our business, and that this mix would best incentivize our Named Executive Officers to drive stockholder value creation, while also satisfying the need to deliver certain value to our Named Executive Officers other than our Chief Executive Officer. In determining the size of awards to our Named Executive Officers, our Compensation Committee considered market compensation data from our peer group, the unvested equity held by each of these Named Executive Officers and the Named Executive Officer’s expected future contributions to the Company and towards growing stockholder value. Additionally, in 2022, our Compensation Committee granted PRSU awards to our Chief Executive Officer that are subject to performance against a 2-year compound annual growth rate goal end on December 31, 2024 (“CAGR PRSUs”). For our Named Executive Officers other than our Chief Executive Officer, in 2022, our Compensation Committee granted PRSU awards intended to cover fiscal 2022, 2023, and 2024. One-third of those PRSU awards were eligible to be earned in fiscal year 2023. 100% of the PRSUs granted to our Named Executive Officers other than our Chief Executive Officer that were eligible to be earned in fiscal 2023 were AOP PRSUs.

  79. 2023 Performance-Based Awards Grant and Achievement

    | Performance Period: January 1, 2023 – December 31, 2024 | | | | | | Metrics | Weight | Performance Range | | Payout | | Non-GAAP Gross Margin | 100% | Minimum: | 62.5% | 50% | | | | Target: | 63.2% | 100% | | | | Maximum: | 64.0% | 200% |

  80. 2023 Performance-Based Awards Grant and Achievement

    | Performance Period: January 1, 2023 – December 31, 2023 | | | | | | | Metrics | Weight | Performance Range | | Payout | Results | | Revenue | 50% | Minimum: | $5.7 billion | 50% | | | | | Target: | $5.9 billion | 100% | $5.86 billion | | | | Maximum: | $6.0 billion | 200% | | | Non-GAAP Operating Income | 50% | Minimum: | $2.4 million | 50% | | | | | Target: | $2.479 billion | 100% | $2.603 billion | | | | Maximum: | $2.6 billion | 200% | |

  81. 2023 Performance-Based Awards Grant and Achievement

    The number of AOP PRSUs determined based on actual achievement as described above became eligible to vest upon determination of achievement. The number of AOP PRSUs that were earned for performance between performance range levels would be determined by linear interpolation, rounded up to the nearest whole share. In the case of our Chief Executive Officer, 25% of AOP PRSUs that became eligible to vest vested on the first quarterly vesting date after the date the level of achievement of the performance goals was determined, and the remainder of the PRSUs that became eligible to vest will vest in equal quarterly installments over an additional 3 years. In the case of our other Named Executive Officers, 100% of the AOP PRSUs that became eligible to vest vested on the first quarterly vesting date after the date the level of achievement of the performance goals was determined. For fiscal 2023, our revenue was $5.86 billion, slightly below the target goal and below the maximum goal. Our non-GAAP operating income was $2.603 billion, above the maximum goal. As a result of this achievement, AOP PRSUs became eligible to vest as set forth in the table below. As noted above, our Chief Executive Officer remains eligible to earn additional PRSUs that were granted in 2022 and 2023 in accordance with the terms of the CAGR PRSUs Gross margin PRSUs (based on performance measured as of the end of 2024), and our other named executive officers remain eligible to earn two-thirds of their PRSUs granted in 2023 (based on performance in fiscal years 2024 and 2025).

  82. 2023 Time-Based Awards Grant

    2023 Time-Based Awards Grant In February 2023, we also granted RSUs to our Named Executive Officers other than our Chief Executive Officer. To promote retention, the awards vest in equal quarterly installments over a period of approximately 4 years from the date of grant, with the first vesting day occurring February 2024. The numbers of shares of our common stock covered by each RSU award granted to our Named Executive Officers in 2023 were as set forth in the chart below. The intended value was converted into RSUs using a 30-day average trading price in accordance with our standard practices.

  83. 2023 Time-Based Awards Grant

    | Named Executive Officer | RSUs | Intended Value | | Ita Brennan | 16,590 | $2,000,000 | | Kenneth Duda | 16,590 | $2,000,000 | | Anshul Sadana | 29,030 | $3,500,000 | | Marc Taxay | 12,450 | $1,500,000 |

  84. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT We have entered into an offer letter with Ms. Brennan, our Chief Financial Officer, that provides that she is an at-will employee. Ms. Brennan currently receives a base salary of $315,000 per year, and her annual bonus is targeted at $189,000. Ms. Brennan is also eligible to participate in all of our standard health, vacation and other benefits offered to our employees. In addition, we entered into a severance agreement with Ms. Brennan. The severance agreement provided that if Ms. Brennan’s employment was involuntarily terminated other than for “cause” (as generally defined below) or if Ms. Brennan resigned for “good reason” (as generally defined below) then, subject to her execution of a release of claims, Ms. Brennan would receive continuing payments of her base salary for 12 months and accelerated vesting of time-based equity awards that would have vested had Ms. Brennan remained employed with us for 12 months following her termination of employment date. If the qualified termination of employment occurred during the period beginning on, and for 12 months following a change in control, then the equity

  85. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | 2024 PROXY STATEMENT | 59 |

  86. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    acceleration benefit would be 50% of the then-unvested equity awards (and for any equity awards that vest based on the achievement of performance criteria, assuming the performance criteria had been achieved at target levels for the relevant performance periods), if greater than the acceleration benefit described in the previous sentence. For purposes of the severance agreement with Ms. Brennan, “cause” means generally:

  87. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | an act of dishonesty made by her in connection with her responsibilities as an employee; |

  88. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | her conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; |

  89. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | her gross misconduct; |

  90. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | her unauthorized use or disclosure of any proprietary information or trade secrets of ours or any other party to |

  91. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | whom she owes a duty of non-disclosure as a result of her relationship with us; |

  92. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | her willful breach of any obligations under any written agreement or covenant with us; or |

  93. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | her continued failure to perform her duties after a demand from us setting the basis of our belief and failure to cure within 10 business days after receiving such notice. |

  94. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    For purposes of the severance agreement with Ms. Brennan, “good reason” means generally a resignation within 30 days following the expiration of any cure period following the occurrence of one or more of the following, without her consent:

  95. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | a material diminution of her authority, duties or responsibilities (which includes a reduction in authority, duties or responsibilities in connection with our being acquired and made part of a larger entity); |

  96. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | a material reduction of her base salary (which excludes a reduction in her base salary of 15% or less in any one |

  97. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | year) other than a reduction applied to management generally; or |

  98. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    | • | a material change in the geographic location of her primary work facility or location (which excludes a relocation of less than 50 miles from her then-present location). |

  99. ITA BRENNAN OFFER LETTER & SEVERANCE AGREEMENT

    In order to receive the benefits described above, Ms. Brennan was required to provide written notice within 90 days of the initial existence of good reason and provide a cure period of 30 days following the date of such notice. Ms. Brennan voluntarily resigned her employment with the Company, effective in 2024, and is no longer eligible to receive severance benefits under her severance agreement. Ms. Brennan served as an advisor to the Company through March 1, 2024.

  100. CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT

    CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT We have entered into an offer letter with Chantelle Breithaupt, our Senior Vice President, Chief Financial Officer, pursuant to which Ms. Breithaupt is an at-will employee. Ms. Breithaupt’s current annual base salary is $315,000. Ms. Breithaupt is also eligible to participate in all of our standard health, vacation and other benefits offered to our employees. In addition, we entered into a severance agreement with Ms. Breithaupt. The severance agreement provides that if Ms. Breithaupt’s employment is involuntarily terminated other than for “cause” (as generally defined below) or if Ms. Breithaupt resigns for “good reason” (as generally defined below) then, subject to her execution of a release of claims, Ms. Breithaupt will receive continuing payments of her base salary for 12 months and accelerated vesting of time-based equity awards that would have vested had Ms. Breithaupt remained employment with us for 12 months following her termination of employment date. If the qualified termination of employment occurred during the period beginning on, and for 12 months following a change in control, then the equity acceleration benefit would be 50% of the then-unvested equity awards, if greater than the acceleration benefit described in the previous sentence. For purposes of the severance agreement with Ms. Breithaupt, “cause” and “good reason” have the same general meanings as set forth in Ms. Brennan’s severance agreement.

  101. MARC TAXAY OFFER LETTER & SEVERANCE AGREEMENT

    MARC TAXAY OFFER LETTER & SEVERANCE AGREEMENT We have entered into an offer letter with Marc Taxay, our Senior Vice President, General Counsel, pursuant to which Mr. Taxay is an at-will employee. Mr. Taxay’s current annual base salary is $315,000 per year and he is eligible for an annual bonus targeted at $189,000. Mr. Taxay is also eligible to participate in all of our standard health, vacation and other benefits offered to our employees. In addition, we entered into a severance agreement with Mr. Taxay. The severance agreement provides that if Mr. Taxay’s employment is involuntarily terminated other than for “cause” (as generally defined below) or if Mr. Taxay resigns for “good reason” (as generally defined below) then, subject to his execution of a release of claims, Mr. Taxay will receive continuing payments of his base salary for 12 months and accelerated vesting of time-based equity awards that would have vested had Mr. Taxay remained employed with us for 12 months following his termination of employment date. If the qualified termination of employment occurred during the period beginning on, and for 12 months following a change in control, then the equity acceleration benefit would be 50% of the then-unvested equity awards, if greater than the acceleration benefit described in the previous sentence. For purposes of the severance agreement with Mr. Taxay, “cause” and “good reason” have the same general meanings as set forth in Ms. Brennan’s severance agreement.

  102. MARC TAXAY OFFER LETTER & SEVERANCE AGREEMENT

    | 2024 PROXY STATEMENT | 61 |

  103. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our Named Executive Officers.

  104. Fiscal 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jayshree Ullal Chief Executive Officer | 2023 | 300,000 | — | 15,051,588 | 200,000 | 10,399(2) | 15,561,987 | | | 2022 | 300,000 | — | 10,165,988 | 255,000 | 14,899 | 10,735,887 | | | 2021 | 300,000 | — | 15,384,500 | 300,000 | 9,132 | 15,993,632 | | Ita Brennan Chief Financial Officer | 2023 | 315,000 | — | 3,900,407 | 205,000 | 10,826(2) | 4,431,233 | | | 2022 | 308,077 | — | 2,420,074 | 225,000 | 13,895 | 2,967,046 | | | 2021 | 300,000 | — | 3,379,242 | 250,000 | 9,132 | 3,938,374 | | Kenneth Duda Chief Technology Officer | 2023 | 300,000 | — | 3,900,407 | 205,000 | 10,399(2) | 4,415,806 | | | 2022 | 300,000 | 3,430 | 2,420,074 | 202,500 | 14,899 | 2,940,903 | | | 2021 | 300,000 | — | 2,550,710 | 225,000 | 9,132 | 3,084,842 | | Anshul Sadana Chief Operating Officer | 2023 | 300,000 | — | 6,825,182 | 250,000 | 10,399(2) | 7,385,581 | | | 2022 | 300,000 | — | 4,235,641 | 360,000 | 14,899 | 4,910,540 | | | 2021 | 300,000 | 600 | 5,976,105 | 400,000 | 9,132 | 6,685,837 | | Marc Taxay Senior Vice President, General Counsel | 2023 | 315,000 | — | 2,926,896 | 200,000 | 378(2) | 3,442,274 | | | 2022 | 308,077 | — | 1,815,462 | 200,000 | 360 | 2,323,899 | | | 2021 | 300,000 | — | 2,392,288 | 220,000 | 6,905 | 2,919,193 |

  105. Fiscal 2023 Summary Compensation Table

    | (1) The amounts reported include the aggregate grant-date fair value of restricted stock units or stock options awarded to the Named Executive Officer, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant-date fair value of these awards are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on February 13, 2024. For performance-based restricted stock units, the amount reported represents the grant-date fair value based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. In the case of Ms. Brenna and Messrs. Duda, Sadana and Taxay, the amount disclosed includes a portion of performance-based restricted stock units granted in 2022 and a portion of performance-based restricted stock units granted in 2023, with respect to each of which performance conditions were set in 2023. Performance conditions have not been established with respect to portions of such awards, and as a result those portions of the performance-based restricted stock units do not have a grant-date fair value and are not included above. If maximum performance were deemed achieved for the performance-based restricted stock unit awards for which the performance conditions were established during 2023, the grant-date fair value of such awards would be $30,103,176 for Ms. Ullal, $3,378,915 for Ms. Brennan, $3,378,915 for Mr. Duda, $5,912,707 for Mr. Sadana, and $2,535,370 for Mr. Taxay. Based on actual achievement for fiscal 2023, 145% of the performance-based restricted stock units awards granted in 2022 that were eligible to be earned in fiscal 2023 became eligible to vest, and 145% of the performance-based restricted stock units awards granted in 2023 that were eligible to be earned in fiscal 2023 became eligible to vest. |

  106. Fiscal 2023 Summary Compensation Table

    | (2) The amounts reported for fiscal 2023 include, in the case of all Named Executive Officers other than Mr. Taxay, matching contributions from the Company for the contributions made to the 401(k) plan by the Named Executive Officer and, in the case of all Named Executive Officers, a life insurance premium paid on the Named Executive Officer’s behalf. |

  107. Fiscal 2023 Summary Compensation Table

    | 62 | |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding stock options and stock awards held by our Named Executive Officers as of December 31, 2023.

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Jayshree Ullal | 4/13/2018(3) | 668 | 3,332 | 61.05 | 4/12/2028 | — | — | | | 2/8/2019(4) | 832 | 9,168 | 56.585 | 2/7/2029 | — | — | | | 2/14/2020(5) | — | — | — | — | 1,044 | 245,872 | | | 2/12/2021(6) | — | — | — | — | 118,245 | 27,847,880 | | | 2/11/2022(7) | — | — | — | — | 46,337 | 10,912,827 | | | 2/11/2022(8) | — | — | — | — | 19,410 | 4,571,249 | | | 2/10/2023(9) | — | — | — | — | 76,310 | 17,971,768 | | | 2/10/2023(10) | — | — | — | — | 19,080 | 4,493,531 | | Ita Brennan | 4/13/2018(3) | 7,283 | 2,084 | 61.05 | 4/12/2028 | — | — | | | 11/9/2018(4) | 2,708 | 2,292 | 61.1075 | 11/8/2028 | — | — | | | 11/9/2018(11) | — | — | — | — | 2,624 | 617,978 | | | 2/8/2019(4) | 1,664 | 4,584 | 56.585 | 2/7/2029 | — | — | | | 5/10/2019(11) | — | — | — | — | 4,688 | 1,104,071 | | | 5/8/2020(12) | — | — | — | — | 18,176 | 4,280,630 | | | 2/12/2021(13) | — | — | — | — | 14,680 | 3,457,287 | | | 2/12/2021(14) | — | — | — | — | 2,059 | 484,915 | | | 2/11/2022(15) | — | — | — | — | 11,647 | 2,742,985 | | | 2/11/2022(16) | — | — | — | — | 10,354 | 2,438,471 | | | 2/10/2023(17) | — | — | — | — | 16,590 | 3,907,111 | | | 2/10/2023(18) | — | — | — | — | 16,590 | 3,907,111 |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 PROXY STATEMENT | 63 |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Kenneth Duda | 12/16/2014(19) | 200,000 | — | 17.085 | 12/15/2024 | — | | | | 9/11/2015(19) | 80,000 | — | 16.115 | 9/10/2025 | — | | | | 2/12/2016(19) | 100,000 | — | 14.06 | 2/11/2026 | — | — | | | 4/13/2018(3) | 28,668 | 3,332 | 61.05 | 4/12/2028 | — | — | | | 11/9/2018(4) | 9,252 | 2,748 | 61.1075 | 11/8/2028 | — | — | | | 11/9/2018(11) | — | — | — | — | 3,748 | 882,691 | | | 2/8/2019(4) | 30,832 | 9,168 | 56.585 | 2/7/2029 | — | — | | | 5/10/2019(11) | — | — | — | — | 5,248 | 1,235,956 | | | 5/8/2020(12) | — | — | — | — | 13,324 | 3,137,935 | | | 2/12/2021(13) | — | — | — | — | 11,420 | 2,689,524 | | | 2/12/2021(14) | — | — | — | — | 1,438 | 338,663 | | | 2/11/2022(15) | — | — | — | — | 11,647 | 2,724,985 | | | 2/11/2022(16) | — | — | — | — | 10,354 | 2,438,471 | | | 2/10/2023(17) | — | — | — | — | 16,590 | 3,907,111 | | | 2/10/2023(18) | — | — | — | — | 16,590 | 3,907,111 | | Anshul Sadana | 4/13/2018(3) | 6,000 | 3,332 | 61.05 | 4/12/2028 | — | — | | | 11/9/2018(4) | 3,000 | 3,668 | 61.1075 | 11/8/2028 | — | — | | | 11/9/2018(11) | — | — | — | — | 4,500 | 1,059,795 | | | 2/8/2019(4) | 10,500 | 12,832 | 56.585 | 2/7/2029 | — | — | | | 5/10/2019(20) | 332 | — | 66.055 | 5/9/2029 | — | — | | | 5/10/2019(21) | — | — | — | — | 2,400 | 565,224 | | | 5/10/2019(11) | — | — | — | — | 6,000 | 1,413,060 | | | 5/8/2020(12) | — | — | — | — | 30,288 | 7,133,127 | | | 2/12/2021(13) | — | — | — | — | 26,100 | 6,146,811 | | | 2/12/2021(14) | — | — | — | — | 3,603 | 848,543 | | | 2/11/2022(15) | — | — | — | — | 20,385 | 4,800,871 | | | 2/11/2022(16) | — | — | — | — | 18,120 | 4,267,441 | | | 2/10/2023(17) | — | — | — | — | 29,030 | 6,836,855 | | | 2/10/2023(18) | — | — | — | — | 29,030 | 6,836,855 |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 64 | |

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Marc Taxay | 4/13/2018(3) | — | 2,084 | 61.05 | 4/12/2028 | — | — | | | 11/9/2018(4) | — | 2,292 | 61.107 | 11/8/2028 | — | — | | | 11/9/2018(11) | — | — | — | — | 2,624 | 617,978 | | | 2/8/2019(4) | — | 4,584 | 56.585 | 2/7/2029 | — | — | | | 5/10/2019(11) | — | — | — | — | 4,688 | 1,104,071 | | | 5/8/2020(12) | — | — | — | — | 12,724 | 2,996,629 | | | 2/12/2021(13) | — | — | — | — | 10,440 | 2,458,724 | | | 2/12/2021(14) | — | — | — | — | 1,438 | 338,663 | | | 2/11/2022(15) | — | — | — | — | 8,737 | 2,057,651 | | | 2/11/2022(16) | — | — | — | — | 7,767 | 1,829,206 | | | 2/10/2023(17) | — | — | — | — | 12,450 | 2,932,100 | | | 2/10/2023(18) | — | — | — | — | 12,450 | 2,932,100 |

  114. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Represents awards of restricted stock units that remained unvested as of December 31, 2023. All vesting is subject to the named executive officer’s continued role as a service provider to us through the applicable vesting date. |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) This column represents the market value of the shares of our common stock underlying the awards of restricted stock units as of December 31, 2023, based on the closing price of our common stock, as reported on NYSE, of $235.51 per share on December 29, 2023, the last trading day of our fiscal 2023. |

  116. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) This option vests with respect to 1/48th of the shares each month from June 1, 2020. |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) This option vests with respect to 1/48th of the shares each month from December 1, 2020. |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) This performance stock award was granted in February 2020 and was earned based on attainment of certain performance conditions. The shares earned vested 25% on February 22, 2021, and will continue to vest at a rate of 6.25% quarterly thereafter. |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) This performance stock award was granted in February 2021 and was earned based on attainment of certain performance conditions. The shares earned vested 25% on February 20, 2022, and will continue to vest at a rate of 6.25% quarterly thereafter. |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) This performance stock award was granted in February 2022 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned with respect to fiscal year 2022 vested 25% on February 20, 2023, and will continue to vest at a rate of 6.25% quarterly thereafter. |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) This performance stock award was granted in February 2022 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. To the extent earned, the award will vest 50% on February 20, 2025, and 50% on February 20, 2026. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) This performance stock award was granted in February 2023 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. To the extent earned, the award will vest 25% on February 20, 2024, and will continue to vest at a rate of 6.25% quarterly thereafter. |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) This performance stock award was granted in February 2023 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. To the extent earned, the award will vest 50% on February 20, 2025, and 50% on February 20, 2026. |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) This award of restricted stock units vests with respect to 1/16th of the shares each quarter from November 20, 2020 |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) This award of restricted stock units vests with respect to 1/16th of the shares each quarter from May 20, 2021. |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) This award of restricted stock units vests with respect to 1/16th of the shares each quarter from February 20, 2022. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 PROXY STATEMENT | 65 |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (14) This performance stock award was granted in February 2021 and was earned based on attainment of certain performance conditions. 33% of the shares earned became vested on February 20, 2022, and the shares earned will continue to vest at a rate of 8.33% quarterly thereafter. |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (15) This performance stock award was granted in February 2022 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. One-third of the total award is eligible to be earned with respect to each of fiscal year 2022, 2023, and 2024. Shares earned with respect to fiscal year 2023 vested 100% on February 20, 2024. The performance conditions with respect to fiscal year 2024 will be established in the future. |

  130. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (16) This award of restricted stock vests with respect to 1/16 of the shares each quarter from February 20, 2023. |

  131. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (17) This award of restricted stock vests with respect to 1/16 of the shares each quarter from February 20, 2024. |

  132. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (18) This performance stock award was granted in February 2023 and is earned based on attainment of certain performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. One-third of the total award is eligible to be earned with respect to each of fiscal year 2023, 2024, and 2025. Shares earned with respect to fiscal year 2023 vested 100% on February 20, 2024. The performance conditions with respect to fiscal year 2024 and 2025 will be established in the future. |

  133. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (19) This option is fully vested. |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (20) This option vests with respect to 1/48th of the shares each month from June 10, 2019. |

  135. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (21) This award of restricted stock units vests with respect to 1/20th of the shares each quarter from May 20, 2019. |

  136. Fiscal 2023 Grants of Plan-Based Awards

    Fiscal 2023 Grants of Plan-Based Awards The following table presents information regarding the amount of plan-based awards granted to our Named Executive Officers during our fiscal year ended December 31, 2023. No option awards were granted to our Named Executive Officers during our fiscal year ended December 31, 2023.

  137. Fiscal 2023 Grants of Plan-Based Awards

    | Named Executive Officer | Committee Grant Date | Grant Date | Estimated Payouts Under Non-Equity Incentive Plan Awards (Target)($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (Target)($)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | | Threshold | Target | Maximum | | | | Jayshree Ullal | — | — | 300,000 | — | — | — | — | — | | | 2/10/2023 | 6/16/2023 | — | 57,234 | 95,390 | 190,780 | — | 15,051,588 | | Ita Brennan | — | — | 189,000 | — | — | — | — | — | | | 2/11/2022 | 6/16/2023 | | 3,106 | 5,177 | 10,354 | | 816,879 | | | 2/10/2023 | 6/16/2023 | — | 3,318 | 5,530 | 11,060 | 16,590 | 3,083,528 | | Kenneth Duda | — | — | 180,000 | — | — | — | — | | | | 2/11/2022 | 6/16/2023 | — | 3,106 | 5,177 | 10,354 | | 816,879 | | | 2/10/2023 | 6/16/2023 | — | 3,318 | 5,530 | 11,060 | 16,590 | 3,083,528 | | Anshul Sadana | — | — | 180,000 | — | — | — | — | — | | | 2/11/2022 | 6/16/2023 | — | 5,436 | 9,060 | 18,120 | | 1,429,577 | | | 2/10/2023 | 6/16/2023 | — | 5,806 | 9,676 | 19,352 | 29,030 | 5,395,604 | | Marc Taxay | — | — | 189,000 | — | — | — | — | — | | | 2/11/2022 | 6/16/2023 | — | 2,330 | 3,884 | 7,768 | | 612,856 | | | 2/10/2023 | 6/16/2023 | — | 2,490 | 4,150 | 8,300 | 12,450 | 2,314,040 |

  138. Fiscal 2023 Grants of Plan-Based Awards

    | 66 | |

  139. Fiscal 2023 Grants of Plan-Based Awards

    | (1) Our 2023 Bonus Plan does not have thresholds or maximums. However, bonuses would not be paid under our 2023 Bonus Plan if achievement of the revenue metric was below 85% of target. The amounts set forth above represent the target annual bonus for each Named Executive Officer. These targets are not strict targets and merely inform the aggregate of bonuses that will be accrued for financial accounting purposes. Once a total incentive pool is accrued for all participants in the 2023 Bonus Plan, our Compensation Committee looks at the performance for the year across the key metrics discussed above in the “Compensation Discussion and Analysis” section and factors in individual performance and market comparable compensation in our peer group in determining a total incentive paid to each Named Executive Officer. |

  140. Fiscal 2023 Grants of Plan-Based Awards

    | (2) The RSU and PRSU awards were made under the 2014 Plan. |

  141. Fiscal 2023 Grants of Plan-Based Awards

    | (3) Represents the grant date fair value of each equity award granted in fiscal 2023, calculated in accordance with ASC Topic 718. Amounts reported for PRSUs are based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effects of estimated forfeitures. In the case of Ms. Brennan and Messrs. Duda, Sadana and Taxay, the amount disclosed includes a portion of performance-based restricted stock units granted in 2022 and a portion of performance-based restricted stock units granted in 2023, with respect to each of which performance conditions were set in 2023. Performance conditions have not been established with respect to portions of such awards, and as a result those portions of the performance-based restricted stock units do not have a grant-date fair value and are not included above. If maximum performance were deemed achieved for the performance-based restricted stock unit awards with respect to which performance conditions were established during 2023, the grant-date fair value of such awards would be $30,103,176 for Ms. Ullal, $3,378,915 for Ms. Brennan, $3,378,915 for Mr. Duda, $5,912,707 for Mr. Sadana, and $2,535,370 for Mr. Taxay. |

  142. Fiscal 2023 Option Exercises and Stock Vested

    Fiscal 2023 Option Exercises and Stock Vested The following table presents information regarding the exercise of stock options and the vesting of stock awards by our Named Executive Officers during our fiscal year ended December 31, 2023.

  143. Fiscal 2023 Option Exercises and Stock Vested

    | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jayshree Ullal | 22,500 | 3,444,988 | 139,814 | 23,040,837 | | Ita Brennan | 25,000 | 3,035,936 | 50,516 | 8,347,695 | | Kenneth Duda | 240,000 | 38,984,200 | 45,024 | 7,405,956 | | Anshul Sadana | 98,840 | 13,718,913 | 93,441 | 15,480,371 | | Marc Taxay | 12,500 | 1,386,665 | 39,210 | 6,474,947 |

  144. Fiscal 2023 Option Exercises and Stock Vested

    | (1) Based on the market price of our common stock on the date of exercise less the option exercise price paid for those shares, multiplied by the number of shares for which the option was exercised. |

  145. Fiscal 2023 Option Exercises and Stock Vested

    | (2) Based on the market price of our common stock on the vesting date or last trading date, multiplied by the number of shares vested. |

  146. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our Named Executive Officers during fiscal 2023.

  147. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our Named Executive Officers during fiscal 2023.

  148. Nonqualified Deferred Compensation

    | 2024 PROXY STATEMENT | 67 |

  149. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below provide an estimate of the value of the compensation and benefits due to each of our Named Executive Officers for our fiscal year ended December 31, 2023, in the events described below, assuming that the termination of employment and change in control was effective on December 31, 2023, under the applicable employment agreements described above. The actual amounts to be paid can only be determined at the time of the termination of employment.

  150. TERMINATION OF EMPLOYMENT UNRELATED TO A CHANGE IN CONTROL

    | | | Value of Accelerated Equity Awards ($)(1) | | | | Named Executive Officer | Salary Continuation ($) | Restricted Stock Units | Options | Total ($) | | Ita Brennan | 315,000 | 12,907,125 | 1,583,497 | 14,490,622 | | Marc Taxay | 315,000 | 9,849,734 | 1,583,497 | 11,433,231 |

  151. TERMINATION OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL

    | | | Value of Accelerated Equity Awards ($)(1) | | | | Named Executive Officer | Salary Continuation ($) | Restricted Stock Units | Options | Total ($) | | Ita Brennan | 315,000 | 14,406,264 | 1,583,497 | 15,989,761 | | Marc Taxay | 315,000 | 10,974,648 | 1,583,497 | 12,558,145 |

  152. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer: For 2023, our last completed fiscal year:

  153. CEO Pay Ratio

    | 1. | the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer), was $189,124; and |

  154. CEO Pay Ratio

    | 2. | the annual total compensation of our Chief Executive Officer, as reported in the Fiscal 2023 Summary Compensation Table presented elsewhere in this proxy statement, was $15,561,987. |

  155. CEO Pay Ratio

    Based on this information, for 2023, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was approximately 82 to 1. This pay ratio is a reasonable estimate based on our reasonable judgement and assumptions and calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. Consistent with Item 402(u) of Regulation S-K, our Chief Executive Officer’s annual total compensation for the purposes of the pay ratio is as presented in our Fiscal 2022 Summary Compensation Table. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

  156. CEO Pay Ratio

    | 1. | We selected October 31, 2023 as the date upon which we would identify the median employee. |

  157. CEO Pay Ratio

    | 2. | To identify the “median employee” from our employee population we used payroll and equity plan records. |

  158. CEO Pay Ratio

    | (a) The compensation measure included the following: annual base salary for salaried employees (or hourly rate multiplied by estimated work schedule for hourly employees), actual incentive compensation paid in 2023 as of the determination date, and grant date fair value of equity awards granted in 2023. |

  159. CEO Pay Ratio

    | (b) We did not apply any de minimis exclusions to remove certain employees in non-U.S. jurisdictions allowed by Item 402(u). |

  160. CEO Pay Ratio

    | 3. | Amounts paid in foreign currency were converted into United States dollars using 2023 average exchange rates. |

  161. CEO Pay Ratio

    | 4. | The calculation was performed for all employees, excluding Ms. Ullal, whether employed on a full-time, part-time, or seasonal basis. |

  162. CEO Pay Ratio

    With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $189,124. With respect to the annual total compensation for our Chief Executive Officer, we used the amount reported in the “Total” column of our Fiscal 2023 Summary Compensation Table.

  163. CEO Pay Ratio

    | 70 | |

  164. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with corporate performance, please refer to the Compensation Discussion and Analysis. The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (non-PEO NEOs) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “Compensation Actually Paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

  165. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total PEO | Compensation Actually Paid PEO | Average Summary Compensation Table Total non-PEO NEOs | Avg. Compensation Actually Paid non-PEO NEOs | Company Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Revenue | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $15,561,987 | $63,914,394 | $4,918,724 | $20,487,088 | $463 | $133 | $2,087 | $5,860 | | 2022 | $10,735,887 | $3,171,085 | $3,285,597 | ($785,576) | $239 | $117 | $1,352 | $4,381 | | 2021 | $15,993,632 | $65,318,255 | $4,157,062 | $25,133,973 | $283 | $129 | $841 | $2,948 | | 2020 | $6,342,972 | $8,680,019 | $3,699,258 | $11,419,845 | $143 | $107 | $635 | $2,318 |

  166. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance As discussed further in our CD&A, our compensation structure recognizes and rewards individual performance and contributions to our success, allowing us to attract, retain, and motivate talented executives with the skills and abilities needed to drive our desired business results, while creating long-term value for our stockholders. The graphs below describe, in a manner compliant with the relevant SEC rules, the relationship between Compensation Actually Paid and the specific performance measures shown.

  167. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR

  168. Compensation Actually Paid Versus TSR

    | 2024 PROXY STATEMENT | 73 |

  169. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income

  170. Compensation Actually Paid Versus Net Income

    | 74 | |

  171. Compensation Actually Paid Versus Revenue

    Compensation Actually Paid Versus Revenue