DEF 14A of Arista Networks, Inc.
Filed Apr 16, 2026 · FY20250001193125-26-158942
Director Nominees
Director Nominees
Director Nominees
| Name and Occupation | Age | Director Since | Independent | Committees | | Lewis Chew, Director | 63 | 2021 | | Audit | | Greg Lavender, Director | 65 | 2025 | | Audit | | Mark B. Templeton, Director | 73 | 2017 | | Compensation |
Director Nominees
| 2026 PROXY STATEMENT | 1 |
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES
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 | | Lewis Chew (Director Nominee) | III | 63 | 2021 | 2026 | 2029 | CHAIR | | | ✓ | | Greg Lavender (Director Nominee) | III | 65 | 2025 | 2026 | 2029 | + | | | ✓ | | Mark B. Templeton (Director Nominee) | III | 73 | 2017 | 2026 | 2029 | | + | | ✓ |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
CONTINUING DIRECTORS
| | | | | | BOARD COMMITTEES | | | | | Name | Class | Age | Director Since | Current Term Expires | Audit | Comp | Nom. & Gov | Independent | | Kelly Battles | I | 59 | 2020 | 2027 | + | | | ✓ | | Charles Giancarlo | II | 68 | 2013 | 2028 | | CHAIR | | ✓ | | Kenneth Duda | I | 54 | 2023 | 2027 | | | | | | Daniel Scheinman | II | 63 | 2011 | 2028 | | + | CHAIR | ✓ | | Jayshree Ullal | I | 65 | 2008 | 2027 | | | | | | Yvonne Wassenaar | II | 57 | 2022 | 2028 | + | | + | ✓ |
CONTINUING DIRECTORS
| | | |
CONTINUING DIRECTORS
| 2026 PROXY STATEMENT | 3 |
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| | Lewis Chew Independent Director | | | | Age: 63 Director Since: 2021 Committee(s): Audit (Chair) | Other Current Public Company Boards: ● Cadence Design Systems, Inc. ● Intuitive Surgical, Inc. |
Experience
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, and since April 2024, Mr. Chew has served as a member of the board of directors and chair of the audit committee of Intuitive Surgical, Inc., a leading surgical robotics company. 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. Mr. Chew holds a B.S. in Accounting from the Leavey School of Business at Santa Clara University.
Qualifications
Qualifications We believe Mr. Chew possesses specific attributes that qualify him to serve as a member of our board of directors. Mr. Chew brings extensive experience in financial reporting, audit and operations as a partner at KPMG LLP and senior executive officer at technology companies like Dolby Laboratories, Inc. In addition, Mr. Chew has valuable financial and audit oversight experience as a board and audit committee member of companies in the technology industry like Cadence Design Systems, Inc. and Intuitive Surgical, Inc.
Qualifications
| | | | | | | | Industry Expertise | Senior Leadership | Financial Knowledge and Expertise | Backgrounds/ Experiences | Cybersecurity/ Information Security | Sales, Marketing and Brand Management | | | | | | | | | Global/ International Experience and Knowledge | Governance, Risk Oversight and Compliance | Emerging Technologies and Business Models | Human Capital Management | Public Company Board Experience | |
Qualifications
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Qualifications
| | Greg Lavender Independent Director | | | | Age: 65 Director Since: 2025 Committee(s): Audit | Other Current Public Company Boards: ● Nutanix, Inc. |
Qualifications
Dr. Lavender has served as a member of our board of directors since March 2025. Dr. Lavender is the co-founder and has served as Chief Technology Officer of Confidential Core AI, Inc., a company that addresses data security and agentic safety challenges with AI technology, since August 2025. Dr. Lavender served as the Chief Technology Officer for Intel Corporation, a semiconductor manufacturing company from November 2023 to June 2025. Prior to becoming the Chief Technology Officer at Intel Corporation, Dr. Lavender was the Corporate Chief Technology Officer and Senior Vice President / General Manager of the Software and Advanced Technology Group of Intel Corporation from June 2021 to November 2023. From January 2018 to June 2021, Dr. Lavender, held senior positions, including Senior Vice President and Chief Technology Officer, at VMware, a software development company. Prior to VMware, Dr. Lavender held leadership positions at Citigroup, Cisco Systems and Sun Microsystems. Since September 2025, Dr. Lavender has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Dr. Lavender also serves as Visiting Industry Fellow in Computer Science at Cambridge University. Before Dr. Lavender’s career in tech began, he was on the faculty of the University of Texas at Austin for 14 years, including three years as Associate Chairman for Academics. Dr. Lavender holds a B.S. in computer science (applied mathematics) from the University of Georgia, and an M.S. in computer science (software engineering) and a Ph.D. in computer science (networking and distributed systems) from Virginia Tech.
Qualifications
Qualifications We believe Dr. Lavender possesses specific attributes that qualify him to serve as a member of our board of directors. Dr. Lavender brings extensive technological and leadership experience as the former Chief Technology Officer of Intel Corporation and from prior senior leadership roles in technology and finance.
Qualifications
| | | | | | | | Industry Expertise | Senior Leadership | Financial Knowledge and Expertise | Backgrounds/ Experiences | Cybersecurity/ Information Security | Sales, Marketing and Brand Management | | | | | | | | | Global/ International Experience and Knowledge | Governance, Risk Oversight and Compliance | Emerging Technologies and Business Models | Human Capital Management | Public Company Board Experience | CR Experience |
Qualifications
| 2026 PROXY STATEMENT | 19 |
Qualifications
| | Mark B. Templeton Independent Director | | | | Age: 73 Director Since: 2017 Committee(s): Compensation | Other Current Public Company Boards: ● Nutanix, Inc. |
Qualifications
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 healthcare 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. 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
Qualifications We believe Mr. Templeton possesses specific attributes that qualify him to serve as a member of our board of directors. Mr. Templeton brings extensive leadership, operations and industry experience from his roles as chief executive officer of DigitalOcean, Inc. and Citrix Systems, Inc., among other leadership positions. In addition, Mr. Templeton has valuable oversight experience at a variety of public companies in the technology industry.
Qualifications
| | | | | | | | Industry Expertise | Senior Leadership | Financial Knowledge and Expertise | Sales, Marketing and Brand Management | Global/ International Experience and Knowledge | Governance, Risk Oversight and Compliance | | | | | | | | | Emerging Technologies and Business Models | Human Capital Management | Public Company Board Experience | CR Experience | | |
Qualifications
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CONTINUING DIRECTORS
CONTINUING DIRECTORS
CONTINUING DIRECTORS
| Age: 59 Director Since: 2020 Committee(s): Audit Other Current Public Company Boards: ● ThredUp Inc. | Kelly Battles | Independent Director | | | 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, Inc., 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. Since December 2025, Ms. Battles has served as a member of the board of directors and chair of the audit committee of ThredUp Inc., an online consignment and thrift store. Ms. Battles also currently serves as an independent board member and audit committee chair of Genesys Cloud Services, Inc., a software company, and Qumulo, Inc., an enterprise-grade unstructured data platform company. Ms. Battles holds a B.S.E. 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. Ms. Battles brings extensive experience leading financial reporting, audit and operations from her roles as a chief financial officer and finance leader for a number of companies, including Alpha Medical Group, Quora and Bracket Computing. She also has valuable experience as a board member of companies in the technology industry like ThredUp Inc. and Genesys Cloud Services, Inc. | |
CONTINUING DIRECTORS
| Age: 54 Director Since: 2023 Committee(s): N/A | Kenneth Duda | Director | | | 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 2025, Mr. Duda has served as our President. 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 a B.S. and an M.S. in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology and a Ph.D. 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. Mr. Duda brings unparalleled insights as one of our founders, our President and Chief Technology Officer, and as a technological leader and innovator. He has extensive experience in the networking industry and unique operational insight and expertise that he has accumulated as one of our founders and as our President and Chief Technology Officer. | |
CONTINUING DIRECTORS
| 2026 PROXY STATEMENT | 21 |
CONTINUING DIRECTORS
| Age: 68 Director Since: 2013 Committee(s): Compensation (Chair) Other Current Public Company Boards: ● Pure Storage, Inc. ● Zscaler, Inc. | Charles Giancarlo | Independent Director | | | 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, Inc. 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. in Electrical Engineering from Brown University, an M.S. 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. He has extensive experience as a venture capital investor from his time with Silver Lake Partners. He also has unparalleled industry insight due to his role at Pure Storage, Inc. Beyond those qualifications, Mr. Giancarlo brings business leadership, management, operations and oversight experience from his executive and board roles at companies in the technology industry. | |
CONTINUING DIRECTORS
| Age: 63 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. | Daniel Scheinman | Independent Director | | | 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. 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. He has extensive experience in investments and in the legal and technology industries from his time practicing law and with Cisco Systems, Inc. He also brings valuable board leadership experience from his public company board roles at Zoom Video Communications, Inc. and SentinelOne, Inc. | |
CONTINUING DIRECTORS
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CONTINUING DIRECTORS
| Age: 65 Director Since: 2008 Committee(s): N/A Other Current Public Company Boards: ● Snowflake Inc. | Jayshree Ullal | Director | | | Experience Ms. Ullal has served as our Chief Executive Officer and a member of our board of directors since October 2008 and as our Chairperson of the Board since December 2023. Ms. Ullal served as our President from October 2008 to September 2025. 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, where she currently serves as Chair of the Compensation Committee. Ms. Ullal holds a B.S. in Engineering (Electrical) from San Francisco State University and an M.S. 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. Ms. Ullal has unparalleled operational insight and expertise that she has accumulated as our Chief Executive Officer. In addition, she has an extensive background in leadership and technology roles at several semiconductor and network technology companies before joining Arista, as well as board oversight experience as a member of Snowflake Inc.’s board of directors. | |
CONTINUING DIRECTORS
| Age: 57 Director Since: 2022 Committee(s): Audit Nominating and Corporate Governance Other Current Public Company Boards: ● JFrog, Inc. ● Rubrik, Inc. ● Braze, Inc. | Yvonne Wassenaar | Independent Director | | | 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 and member of the board of directors for Puppet, Inc., an information technology company. From June 2017 to May 2025, Ms. Wassenaar served as a member of the board of directors of Forrester Research, Inc., a research company, where she was a member of the audit committee from June 2017 to May 2024 and a member of the compensation committee from May 2024 to May 2025. From November 2019 to June 2022, Ms. Wassenaar served as a member of the board of directors and audit committee of Anaplan, Inc., a cloud-based business planning software company. From June 2017 to September 2018, Ms. Wassenaar served as chief executive officer and member of the board of directors of Airware, Inc., an enterprise drone analytics company. From August 2014 to May 2017, Ms. Wassenaar served as chief information officer for New Relic Inc., an information technology company. Ms. Wassenaar has served as a member of the board of directors and audit committee of Braze, Inc., a marketing automation platform, since June 2024. Ms. Wassenaar has served as a member of the board of directors of JFrog, Inc., a software development company, since September 2022, where she is a member of the compensation committee and chair of the nomination and corporate governance committee. Ms. Wassenaar has served as a member of the board of directors and audit committee of Rubrik, Inc., a cloud data management company, since October 2021. She also currently serves on the board of directors of several private companies. Ms. Wassenaar holds a B.A. 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. She has extensive executive experience leading software and technology companies at companies like Airware, Inc. and Puppet, Inc. In addition to her business leadership, management and operations experience, Ms. Wassenaar brings valuable oversight experience from her board roles at public and private companies in the technology industry. | |
CONTINUING DIRECTORS
| 2026 PROXY STATEMENT | 23 |
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 and considers a broad range of backgrounds and experiences in making determinations regarding nominations of directors and in overseeing the annual board of directors and committee evaluations. 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 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 are 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 of directors: Dr. Lavender, who was appointed to the board of directors by our other directors in March 2025, was initially suggested to the Nominating and Corporate Governance Committee for consideration as a potential director by our CEO. There is no arrangement or understanding between Dr. Lavender and any other persons pursuant to which he was selected as a director of Arista. In addition, Dr. Lavender does not have an interest in any transactions that would be reportable under Item 404(a) of Regulation S-K.
Considerations in Evaluating Director Nominees
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Director Compensation
Director Compensation The following table provides information regarding the total compensation of each of our non-employee directors in 2025. Directors who are also our employees do not receive additional compensation for their service as directors. In particular, Jayshree Ullal, our CEO and Chairperson of the board of directors, and Kenneth Duda, our President and Chief Technology Officer, did not receive additional compensation for their service as directors.
Director Compensation
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Total ($) | | Kelly Battles | 90,000 | 336,510 | — | 426,510 | | Lewis Chew | 110,000 | 336,510 | — | 446,510 | | Charles Giancarlo | 100,000 | 336,510 | — | 436,510 | | Greg Lavender(3) | 74,896 | 337,380 | — | 412,276 | | Daniel Scheinman | 145,000 | 336,510 | — | 481,510 | | Mark B. Templeton | 85,000 | 336,510 | — | 421,510 | | Yvonne Wassenaar | 100,000 | 336,510 | — | 436,510 |
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 2025. |
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 2025, 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, Lavender, Scheinman and Templeton received an award of 3,380 restricted stock units on May 30, 2025. Dr. Lavender received an award of 810 restricted stock units on March 14, 2025 and an award of 3,230 restricted stock units on March 14, 2025, the effective date of his appointment to the board. |
Director Compensation
| (3) Dr. Lavender was appointed to our board of directors and the Audit Committee on March 14, 2025. The amounts reported represent the pro-rated cash retainer and equity grant earned for a partial year of service on our board of directors and the Audit Committee. The fees earned in cash include an overpayment of $3,645.83 due to an administrative error. The cash fee paid to Dr. Lavender in 2026 has been reduced by the amount of the overpayment in 2025. |
Director Compensation
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Director Compensation
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025.
Director Compensation
| Director | Stock Awards (#)(1) | Option Awards (#) | | Kelly Battles | 1,942 | — | | Lewis Chew | 1,942 | — | | Charles Giancarlo | 1,942 | — | | Greg Lavender | 1,615 | — | | Daniel Scheinman | 1,942 | — | | Mark B. Templeton | 1,942 | — | | Yvonne Wassenaar | 1,942 | — |
Director Compensation
| (1) Represents the number of restricted stock units unvested as of December 31, 2025. |
Director Compensation
With respect to 2025 board service, our board of directors approved compensation to each of our non-employee directors as follows:
Director Compensation
| • | a $75,000 cash retainer for general board service, except that our lead independent director received a $120,000 cash retainer; |
Director Compensation
| • | a $30,000 cash retainer for chairing the Audit Committee; |
Director Compensation
| • | a $25,000 cash retainer for chairing the Compensation Committee; |
Director Compensation
| • | a $12,000 cash retainer for chairing the Nominating and Corporate Governance Committee; |
Director Compensation
| • | a $10,000 cash retainer for non-chair service on each Compensation Committee and Nominating and Corporate Governance Committee |
Director Compensation
| • | a $12,500 cash retainer for non-chair service on the Audit Committee |
Director Compensation
In February 2025, 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 lowest closing stock price for the 90 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”). The board of directors adopted this new policy following an independent review of the pay practices and policies conducted by Aon, plc (“Aon”), the independent consultant for the Compensation Committee. The decision to make policy changes was considered by the Compensation Committee and presented to the non-employee directors for approval. Grants under the Revised Director Equity Policy were automatic immediately following the first annual meeting after its adoption. The grants received by the directors in 2025 reflected the updates made to the Revised Director Equity Policy.
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 2025, 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 the long-term interests of our CEO, CFO, and Presidents with those of our stockholders, these executives are 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. Robust Stockholder Engagement. We engaged in an active, year-round stockholder engagement process where we meet with our stockholders and other key stakeholders to discuss, among other topics, our executive compensation programs. Annual Advisory Say-On-Pay. We solicit an advisory vote on executive compensation on an annual basis. | 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. No Equity Award Repricing or Exchange. Awards under our 2014 Plan may not be repriced or exchanged without stockholder approval. No Dividends or Distributions. No dividends or distributions are paid with respect to the unvested portion of awards under our 2014 Plan. |
FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS
| • | Annual Bonuses Reflecting Pay for Performance-We did not provide any target bonus increases to our Named Executive Officers in fiscal 2025. As noted above, in fiscal 2025, we achieved revenue of approximately $9 billion representing an increase of 28.6% compared to fiscal 2024, combined with non-GAAP Operating Income of $4.3 billion, an increase of 30.37% from 2024 and 13% 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 2025 Bonus Plan. |
FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS
| • | No Equity Awards for Our CEO-We did not make any grant of PRSUs or RSUs to our CEO in 2025, who elected to forego a grant in order balance dilution management with the need to retain and recruit top-tier executives to broaden our profile and support the Arista 2.0 strategy. |
FISCAL 2025 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 2025. Long-term equity incentives align the interests of executives with those of our stockholders. For fiscal 2025, we continued to provide long-term equity compensation to our Named Executive Officers other than our CEO. |
FISCAL 2025 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, with performance-based equity representing 100% of our CEO’s equity compensation. |
Executive Compensation Philosophy and Objectives
| equity awards that have the potential to reward individual achievement as well as contributions to our overall success; |
Executive Compensation Philosophy and Objectives
| • | reward long-term performance objectives and manage dilution by implementing a unique structure that grants equity awards that do not begin vesting until many years in the future and provide upside potential to our executives; and |
COMPENSATION PROGRAM DESIGN
COMPENSATION PROGRAM DESIGN Our executive compensation program for fiscal 2025 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 CEO 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 with the plan subject to a minimum level of performance and a cap to ensure the plan is affordable based on company performance. Additionally, equity awards for shares of our common stock serve as a key component of our executive compensation program. For 2025, we granted (i) PRSUs (which become eligible to vest only if the threshold performance is achieved) to all of our Named Executive Officers (other than our CEO, who did not receive a new PRSU grant in 2025) and (ii) RSUs (which provide value certainty to recipients and limit dilution to our stockholders) to our Named Executive Officers other than our CEO. 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. Finally, we offer executives standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, flexible spending accounts, life insurance and 401(k) plans. We have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation or between cash and non-cash compensation, although we use competitive market data to understand the competitive market framework for pay mix. Within this overall framework, our Compensation Committee reviews each component of executive compensation separately and also takes into consideration the value of each Named Executive Officer’s compensation package as a whole and its relative value in comparison to our other Named Executive Officers.
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 2025, 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 2025. Our Compensation Committee provided Aon with instructions regarding the goals of our executive 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-based peer practices and general market trends. The Compensation Committee further instructed Aon to evaluate the following components to assist the
Role of Compensation Consultant
| 2026 PROXY STATEMENT | 55 |
Role of Compensation Consultant
Compensation Committee in establishing fiscal 2025 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 the retention value of the outstanding awards to examine talent risk. 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.
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. Aon also provides information on general market trends, governance best practices, share plan dilution trends and other matters that support the Compensation Committee in fulfilling its fiduciary responsibilities. The Compensation Committee considered compensation holistically and does not refer to a set formula or percentile when it designs compensation packages. Competitive market data is just one input that the Compensation Committee considered to supplement their extensive business experience and inform their business judgment in the design of compensation policies that achieve the goal of attracting, motivating and retaining a top tier workforce.
Competitive Positioning
Competitive Positioning In fiscal 2025, our Compensation Committee continued to compare and analyze our executive compensation program with that of a formal compensation peer group of companies. In fiscal 2025, 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 $3 billion to $15 billion (approximately 0.5x to 2.5x of our then-current trailing 12-month revenue); (iii) companies with market capitalization generally between $30 billion and $200 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 2025 compensatory decisions for fiscal year 2025:
Executive Compensation Peer Group for Fiscal 2025
Executive Compensation Peer Group for Fiscal 2025
Executive Compensation Peer Group for Fiscal 2025
| Akamai Technologies | CrowdStrike | Intuitive Surgical | Synopsys | | Autodesk | Digital Realty | NetApp | Workday | | Cadence Design Systems | Equinix | Palo Alto Networks | Zscaler | | Ciena | Fortinet | ServiceNow | |
Executive Compensation Peer Group for Fiscal 2025
With respect to fiscal 2026 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 $3.5 billion to $18.5 billion (approximately 0.5x to 2.5x of our then-current trailing 12-month revenue); (iii) companies with market capitalization generally between $35 and $235 billion (approximately 0.3x to 2x of our then-current market capitalization); and (iv) companies with positive
Executive Compensation Peer Group for Fiscal 2025
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Executive Compensation Peer Group for Fiscal 2025
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 2026 compensatory decisions for fiscal 2026:
Executive Compensation Peer Group for Fiscal 2026
Executive Compensation Peer Group for Fiscal 2026
Executive Compensation Peer Group for Fiscal 2026
| Akamai Technologies | Ciena | Fortinet | ServiceNow | | Advanced Micro Devices* | CrowdStrike | Intuitive Surgical | Synopsys | | Autodesk | Digital Realty | NetApp | Workday | | Cadence Design Systems | Equinix | Palo Alto Networks | Zscaler |
Executive Compensation Peer Group for Fiscal 2026
| * Company added to peer group for fiscal 2026 based on market cap at the time of approval. |
Executive Compensation Peer Group for Fiscal 2026
As a result of changes in our compensation peer group, we are positioned at the 63rd percentile in terms of revenue and the 74th percentile in terms of market capitalization (on a 30-day average basis) at the time the peer group was approved. 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 rely on a specific benchmark or percentile in our compensation peer group for any particular element of compensation preferring to understand the range of pay between the 25th and 75th percentiles as a basis for looking at total compensation. The Compensation Committee continues to place more emphasize on long-term incentives over cash compensation to focus on the long-term success of the company and to align our executives with stockholders interest, which we believe also supports the stated goal of retention over time.
Annual Cash Incentive Compensation; 2025 Bonus Plan
Annual Cash Incentive Compensation; 2025 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. The goals are typically reviewed and established in the first quarter each year, with performance evaluated after the close of the fiscal year as part of the standard Compensation Committee process. In February 2025, our Compensation Committee set the terms and conditions of the Employee Incentive Plan for fiscal 2025 (the “2025 Bonus Plan”). The 2025 Bonus Plan included financial performance metrics for revenue and non-GAAP operating income for the year.
Annual Cash Incentive Compensation; 2025 Bonus Plan
| Metrics | Weight | Target | | Revenue | 50% | $8.25 billion | | Non-GAAP Operating Income | 50% | $3.8385 billion |
Annual Cash Incentive Compensation; 2025 Bonus Plan
These two financial metrics determined the funding percentage of the overall bonus program. No payout would be made under the plan if achievement of the revenue metric was below 85% of the revenue metric target of $8.25 billion. Overachievement of revenue and/or non-GAAP operating income for the year as compared to the targets would result in funding above 100% of the bonus pool available for distribution, subject to the implementation of negative discretion in the event that gross margin does not exceed our internal target, quality was not acceptable, we did not grow our non-cloud business or did not achieve new customer growth in line with our internal goals. Once the funding percentage of the 2025 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
Annual Cash Incentive Compensation; 2025 Bonus Plan
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Annual Cash Incentive Compensation; 2025 Bonus Plan
Named Executive Officer, our Compensation Committee considers multiple 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 2025 Bonus Plan provided for a single annual payout to each participant following the end of fiscal 2025 after our Compensation Committee evaluated corporate and individual performance as outlined above. For purposes of our 2025 Bonus Plan, we define revenue in accordance with GAAP, and non-GAAP operating income as GAAP operating income, less stock-based compensation expenses 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 A. Our Compensation Committee approved the following preliminary targets for the 2025 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 25th percentile in our compensation peer group). Consistent with fiscal 2024, for our CEO, this target was 100% of base salary, while the target 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 2025 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 an actual cash incentive paid to each Named Executive Officer for their contribution in the performance year. For fiscal 2025, we achieved revenue of approximately $9 billion (an increase of 28.6% from 2024, and above our plan target by approximately 9%). In addition, we achieved non-GAAP operating income of approximately $4.3 billion (an increase of 48.2% from 2024, and above our plan target by approximately 13%). Our Compensation Committee considered our overall achievement against these key metrics and determined it was appropriate to establish the 2025 Bonus Plan funding percentage at a level of 100%, the accrual of which is included in the above financial results. Following the funding of the 2025 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 for the purposes of potential downward adjustments. 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 2025. 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 2025 Bonus Plan were made as set forth below.
Annual Cash Incentive Compensation; 2025 Bonus Plan
| Named Executive Officer | Actual Incentive Compensation | | Jayshree Ullal | $300,000 | | Chantelle Breithaupt | $250,000 | | Kenneth Duda | $300,000 | | Todd Nightingale | $75,000 | | Marc Taxay(1) | $ — |
Annual Cash Incentive Compensation; 2025 Bonus Plan
| (1) Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. |
Annual Cash Incentive Compensation; 2025 Bonus Plan
| 2026 PROXY STATEMENT | 59 |
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 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. To successfully recruit new talent, our Compensation Committee considers the size and scope of equity awards forfeited by potential executives upon leaving their current employer, as well as the general market for talent for specific roles, in order to ensure that awards are not excessive but are still attractive to induce leaders to join Arista. In making these awards, we also 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 CEO, 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 or her 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 best business judgment 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. Importantly, a key design feature of our equity compensation program is the grant of equity awards with a delayed vesting start date (longer service periods requirement), which implements a grant philosophy by which grants are made with a delayed and sometimes extended vesting period. When approving grants, our Compensation Committee reviews the projected annual vesting of our executive’s aggregate awards with its compensation consultant. This approach is designed to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance. For fiscal 2025, our Compensation Committee continued to provide equity compensation to our CEO in PRSUs only, and a mix of PRSUs and RSUs to our Named Executive Officers other than our CEO.
Equity Compensation
| 1. | For our CEO, our Compensation Committee did not grant any new PRSU awards in 2025. Our CEO has two outstanding PRSU awards (the “Outstanding CEO PRSUs”). One such award is subject to performance against revenue and operating income goals that has three performance periods in each of fiscal year 2024, 2025 and 2026 (the portion eligible to be earned in 2025, the “2025 AOP PRSUs”), and the other such award is subject to performance against 3-year compound annual growth rate goals for the period of fiscal 2024 through fiscal 2026 (“2024 CAGR PRSUs”). All of the equity delivered to our CEO is performance-contingent with the 2024 CAGR PRSUs, which are 50% of the Outstanding CEO PRSUs, based on 3-year performance. |
Equity Compensation
| 2. | In February 2025, our Compensation Committee granted PRSU awards to our then-serving Named Executive Officers intended to cover fiscal 2025, 2026, and 2027. One-third of the PRSUs 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. Our Compensation Committee also granted each of our then-serving Named Executive Officers RSUs that vest in equal quarterly installments over a period of approximately 4 years from the date of grant, with the first vesting day occurring February 2026. 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 CEO that were eligible to be earned with respect to fiscal year 2025 were 2025 AOP PRSUs. |
Equity Compensation
| 3. | In addition to the PRSUs and RSUs described above, in May 2025 our Compensation Committee approved an additional award of RSUs with a target value of $2 million and PRSUs with a target value of $2 million for Ms. Breithaupt (together, the “Role Expansion Award”). The RSU portion of the Role Expansion Award vests in equal quarterly installments over a period of approximately 4 years from the first vesting day, with the first vesting day |
Equity Compensation
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Equity Compensation
| occurring February 2028 and vesting thru February 2032. One-quarter of the PRSU portion of the Role Expansion Award would be eligible to be earned based on attainment of certain 2028, 2029, 2030 and 2031 performance conditions. These vesting and performance conditions represent a service period requirement of nearly 7 years. |
Equity Compensation
| In approving the Role Expansion Award, our Compensation Committee determined that an additional award was appropriate with the expansion of Ms. Breithaupt’s role to take on significant new responsibility following the restructuring of our legal operations, cybersecurity, and information technology functions. Ms. Breithaupt’s contributions to overseeing, streamlining and managing our operations has been integral to our growth and continued financial success. Retention was a key consideration of our Compensation Committee in approving this grant as Ms. Breithaupt is a key leader driving our financial strength across functional domains as our business continues to grow. It is also important to consider that we currently see the Role Expansion Award as a one-time event aligned with the timing of her broader role at the company, and do not have any current plans to make additional grants to Ms. Breithaupt outside of our executive equity grant practices in connection with Ms. Breithaupt’s role as CFO. |
Equity Compensation
| 4. | Mr. Nightingale was hired into a new role as President and Chief Operating Officer, a role that is intended to complement Mr. Duda’s role as President and Chief Technology Officer. We consider this split of responsibilities foundational for the next step in our growth. Following an arm’s-length negotiation at the time he was hired, in July 2025, our Compensation Committee granted him RSUs with a target value of $30 million (the “Nightingale RSUs”) and PRSU awards to Mr. Nightingale intended to cover fiscal 2025 and 2026 with a target value of $2 million (the “Nightingale July PRSUs,” together with the Nightingale RSUs, the “Nightingale Awards”) to ensure that Mr. Nightingale’s performance period was aligned with the broader leadership team. One-third of the Nightingale July PRSUs would be eligible to be earned based on performance in each of three 6-month performance periods, representing a near term incentive measured against several key business priorities that supported our market leading customer adoption and Arista 2.0 strategy. |
Equity Compensation
| In determining the size and structure of the Nightingale RSUs and Nightingale July PRSUs, our Compensation Committee considered Mr. Nightingale’s strong background in the networking industry, the Company’s executive leadership structure and depth of executive talent, and the compensation required to attract Mr. Nightingale from his prior role, with the need to buy-out the unvested equity due to shares being forfeited at his prior employer. Mr. Nightingale’s hiring is key to our forward looking growth, our ability to continue to scale our operations and drive to lead in our market. The Compensation Committee determined that the approved awards were necessary to incentivize and motivate Mr. Nightingale in alignment with Arista’s priorities given his prior track record as a public company executive and having had experience as a CEO. |
Equity Compensation
| The Compensation Committee carefully evaluated the size and structure of the Nightingale Awards to maintain strong pay-for-performance alignment. In structuring the Nightingale Awards, the Compensation Committee considered the comparable base salary, incentive cash, time-based equity and performance equity that Mr. Nightingale was eligible to receive at his prior employer and what he would be eligible to receive for a comparable leadership role with another employer, in light of the fact that Arista’s base salary typically accounts for a smaller portion of our executive officers’ compensation than at our peer or other technology companies. In addition, as an employee of the Company, Mr. Nightingale is eligible to participate in our short-term, performance-based annual bonus program. Moreover, our Compensation Committee determined that the Nightingale PRSUs establish robust performance goals for Mr. Nightingale, which will serve as a basis for the Compensation Committee to assess his contribution to our results in its regular annual review cycle. |
Equity Compensation
| 5. | Following a rigorous analysis of our equity compensation program, in October 2025 our Compensation Committee granted additional awards of PRSUs to Ms. Breithaupt and Mr. Duda intended to cover fiscal 2029, 2030, and 2031, and to Mr. Nightingale intended to cover fiscal 2030, 2031, and 2032. One-third of the PRSUs 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 decision to make these grants with delayed vesting, in this case delayed over four to five years depending on the Named Executive Officer, aligns with our grant philosophy discussed above designed to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance. We believe that this approach balances long-term value creation and stockholder alignment with the need to grant awards for retention purposes. |
Equity Compensation
| 2026 PROXY STATEMENT | 61 |
Equity Compensation
Our Compensation Committee determined that the mix of performance goals of existing equity awards for our CEO and the proportion of performance- and service-based awards of new 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 value certainty to our Named Executive Officers other than our CEO. Our historical commitment to aligning pay for performance is demonstrated by our recent say-on-pay votes, in which approximately 94% of the votes cast in 2023 and 93% of the votes cast in 2024 approved our compensation program in the respective year. In 2025, 62% of the votes cast for say-on-pay approved our compensation program, and our Compensation Committee considered the results of last year’s annual say-on-pay stockholder advisory vote and stockholder feedback on our executive compensation program as part of its annual executive compensation review, including its decision to grant the Role Expansion Award and the Nightingale Awards. We remain committed to the principles of aligning pay for performance, and believe that the Role Expansion Award and the Nightingale Awards will strengthen that alignment and help us achieve our goals. We manage our equity plan responsibly, as indicated by our current one-year burn rate and three-year average burn rate being less than one percent. Our three-year average burn rate is well below both ISS’s 2.15% benchmark and the 2% threshold commonly used by institutional investors to assess equity plan management for our sector. 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.
2025 Performance-Based Awards Grant and Achievement
2025 Performance-Based Awards Grant and Achievement In February and October 2025 (and with respect to Mr. Nightingale, in July and October 2025), we granted performance-based awards of PRSUs to our Named Executive Officers to incentivize our Named Executive Officers and drive stockholder value creation. Both sets of grants were made following a rigorous analysis with respect to each recipient’s vesting schedule, with the October 2025 grants only becoming eligible to vest based on performance in fiscal years 2029-2031 for Ms. Breithaupt and Mr. Duda, and in fiscal years 2030-2032 for Mr. Nightingale. The October grants do not become eligible to vest until 2029, or 2030 for Mr. Nightingale, and were designed in accordance with our delayed vesting philosophy to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance. As a result of our philosophy, a higher percentage of our long-term equity incentives do not vest until after a significant period of service, which can be illustrated as follows:
2025 Performance-Based Awards Grant and Achievement
| * Except for Mr. Nightingale’s July 2025 PRSUs, if earned, vesting does not occur until February 20 of the fiscal year following the performance fiscal year, subject to continued employment through the vesting date. If earned, the vesting for the tranches of Mr. Nightingale’s July 2025 PRSUs occurs in February 20, 2026, August 20, 2026 and February 20, 2027, subject to continued employment through the vesting date. |
2025 AOP PRSUs
| Performance Period: January 1, 2025 – December 31, 2025 | | | | | | | Metrics | Weight | Performance Range | | Payout | Results | | Revenue | 50% | Minimum: | $<8.2 billion | 0% | | | | | Target: | $8.2 billion | 100% | $9.0 billion | | | | Maximum: | $8.5 billion | 200% | | | Non-GAAP Operating Income | 50% | Minimum: | $<3.8 million | 0% | | | | | Target: | $3.8 billion | 100% | $4.3 billion | | | | Maximum: | $3.95 billion | 200% | |
2025 Time-Based Award Grants
2025 Time-Based Award Grants In February 2025, we granted RSUs to our Named Executive Officers other than our CEO and Mr. Nightingale. In May 2025, we also granted the Role Expansion Award to Ms. Breithaupt and, in July 2025, the Nightingale RSUs. 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 2026, except as described below. The numbers of shares of our common stock covered by each RSU award granted to our Named Executive Officers in 2025 were as set forth in the chart below. The intended value was converted into RSUs by reference to our trading price during the 90-day period preceding the date of grant in accordance with our standard practices.
2025 Time-Based Award Grants
| Named Executive Officer | RSU Grants | Aggregate Intended Value | | Chantelle Breithaupt | 52,680(1) | $4,000,000 | | Kenneth Duda | 21,600 | $2,000,000 | | Todd Nightingale | 466,060(2) | $30,000,000 | | Marc Taxay(3) | 14,580 | $1,350,000 |
2025 Time-Based Award Grants
| (1) 31,080 of the RSUs were granted in May 2025 as Ms. Breithaupt’s Role Expansion Award. The Role Expansion Award vests in equal quarterly installments over a period of approximately 4 years from the first vesting day, with the first vesting day occurring February 2028, thus requiring almost 7 years of service before it fully vests. |
2025 Time-Based Award Grants
| (3) Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. These RSUs were forfeited. |
Nightingale RSUs
Nightingale RSUs Overall, the Nightingale RSUs were designed to deliver total earnings that were relatively consistent with those available to him in the market, which he forewent by joining us, and which we believe was necessary to recruit Mr. Nightingale. We believe that the size and structure of his grant should be considered with the following context in mind:
Nightingale RSUs
| • | Delayed Vesting. Consistent with our general approach to equity compensation, Mr. Nightingale’s time-based vesting would only be eligible to be earned after he demonstrated sustained performance and the leadership qualities we demanded for a full year, and such time-based equity would be spread out over four total years. We believe that this compares favorably to his on-hire grant at Fastly, Inc., which began vesting quarterly immediately. |
Nightingale RSUs
| • | Replacement of External Compensation Opportunities: |
Nightingale RSUs
| – | Reductions in Cash Compensation. By joining us, Mr. Nightingale accepted significant salary and cash bonus decreases. For example, his salary as reported in the 2025 proxy statement of Fastly, Inc., was $600,000, while his starting salary with us was reduced to $350,000. |
Nightingale RSUs
| 2026 PROXY STATEMENT | 65 |
Nightingale RSUs
| – | Size of Time-Based Award. The Nightingale RSUs were designed to deliver approximately $7.5 million in equity compensation annually. In light of the reductions to his cash compensation, his importance to our Arista 2.0 strategy, and unique experience and leadership qualities, we believe this amount compares favorably to the $6 million in annual equity compensation in his on-hire grant at Fastly, Inc. |
Nightingale RSUs
| – | Mix of Time- and Performance-Based Equity. While Mr. Nightingale’s initial grants were weighted to time-based equity, it is not possible to analyze the mix of time- and performance-based equity that he will be eligible to earn without considering Arista’s unique approach to stacking performance-based equity. The time- and performance-based equity mix began shifting more toward performance as soon as October 2025 and we expect that trend will continue, consistent with our overall unique approach to equity compensation. |
Nightingale RSUs
| – | 100% Performance-Based Equity for First Year. 100% of Mr. Nightingale’s equity compensation that is eligible to vest within his first year of employment with us is performance-based equity. |
Nightingale RSUs
| – | Limited Acceleration. Pursuant to Mr. Nightingale’s severance agreement, the Nightingale RSUs will only accelerate as to twelve (12) months of vesting in the event that his employment is involuntarily terminated by us, other than in connection with our change in control. |
Nightingale RSUs
| • | Comparison to Pay of Peer Group. As discussed elsewhere, we envision Mr. Nightingale playing a key role in our Arista 2.0 strategy. Mr. Nightingale was hired into a new role as President and Chief Operating Officer, which is intended to complement Mr. Duda’s role as President and Chief Technology Officer. We consider this split of responsibilities foundational for the next step in our growth. We believe that the intended annual vesting value of Mr. Nightingale’s equity awards demonstrates a judicious use of equity compensation that is both comparable to our peers and aligned with our compensation philosophy of emphasizing equity compensation versus cash compensation in a manner that incentivizes the creation of significant value for our stockholders. Furthermore, we believe that Mr. Nightingale’s total annual compensation, particularly considering his experience as a public company chief executive officer and his ability to fill external chief executive officer opportunities, is in line with our peer group for a similar role. |
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 $330,000, and her target annual bonus is targeted at $198,000. Ms. Breithaupt is also eligible to participate in all of our standard health, vacation and other benefits offered to our employees.
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| 66 | |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
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” means generally:
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| • | an act of dishonesty made by her in connection with her responsibilities as an employee; |
CHANTELLE BREITHAUPT 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; |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| • | her gross misconduct; |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| • | her unauthorized use or disclosure of any proprietary information or trade secrets of ours or |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| any other party to whom she owes a duty of non-disclosure as a result of her relationship with us; |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| • | her willful breach of any obligations under any written agreement or covenant with us; or |
CHANTELLE BREITHAUPT 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. |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
For purposes of the severance agreement with Ms. Breithaupt, “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:
CHANTELLE BREITHAUPT 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); |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| • | a material reduction of her base salary (which excludes a reduction in her base salary of 15% or |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
| less in any one year) other than a reduction applied to management generally; or |
CHANTELLE BREITHAUPT 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) |
CHANTELLE BREITHAUPT OFFER LETTER & SEVERANCE AGREEMENT
In order to receive the benefits described above, Ms. Breithaupt is 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.
TODD NIGHTINGALE OFFER LETTER & SEVERANCE AGREEMENT
TODD NIGHTINGALE OFFER LETTER & SEVERANCE AGREEMENT We have entered into an offer letter with Todd Nightingale, our President and Chief Operating Officer, pursuant to which Mr. Nightingale is an at-will employee. Mr. Nightingale’s current annual base salary is $350,000 per year. Mr. Nightingale 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. Nightingale. The severance agreement provides that if Mr. Nightingale’s employment is involuntarily terminated other than for “cause” or if Mr. Nightingale resigns for “good reason” (as generally defined below) then, subject to his execution of a release of claims, Mr. Nightingale 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. Nightingale 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.
TODD NIGHTINGALE OFFER LETTER & SEVERANCE AGREEMENT
| 2026 PROXY STATEMENT | 67 |
TODD NIGHTINGALE OFFER LETTER & SEVERANCE AGREEMENT
For purposes of the severance agreement with Mr. Nightingale, “cause” and “good reason” have the same general meanings as set forth in Ms. Breithaupt’s severance agreement.
MARC TAXAY OFFER LETTER, SEVERANCE AGREEMENT AND CONSULTING AGREEMENT
MARC TAXAY OFFER LETTER, SEVERANCE AGREEMENT AND CONSULTING AGREEMENT Marc Taxay resigned from his position as our Senior Vice President, General Counsel effective May 7, 2025. We had entered into an offer letter with Mr. Taxay, pursuant to which Mr. Taxay was an at-will employee. Mr. Taxay’s annual base salary was $315,000 per year and he was eligible for an annual bonus targeted at $189,000. Mr. Taxay was also eligible to participate in all of our standard health, vacation and other benefits offered to our employees. In addition, we had entered into a severance agreement with Mr. Taxay. The severance agreement provided that if Mr. Taxay’s employment was involuntarily terminated other than for “cause” or if Mr. Taxay resigned for “good reason” (as generally defined below) then, subject to his execution of a release of claims, Mr. Taxay would receive continuing payments of his base salary for 12 months and accelerated vesting of time-based equity awards that would have vested had Mr. Taxay remained employed with us for 12 months following his termination of employment date. If the qualified termination of employment occurred during the period beginning on, and for 12 months following a change in control, then the equity acceleration benefit would be 50% of the then-unvested equity awards, if greater than the acceleration benefit described in the previous sentence. For purposes of the severance agreement with Mr. Taxay, “cause” and “good reason” have the same general meanings as set forth in Ms. Breithaupt’s severance agreement. Upon Mr. Taxay’s resignation, we entered into a Consulting Agreement with Mr. Taxay, pursuant to which Mr. Taxay is an independent contractor. The Consulting Agreement provides that Mr. Taxay’s previously awarded and then-outstanding equity awards continued vesting through May 20, 2025.
MARC TAXAY OFFER LETTER, SEVERANCE AGREEMENT AND CONSULTING AGREEMENT
| 68 | |
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our Named Executive Officers.
Fiscal 2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jayshree Ullal Chief Executive Officer | 2025 | 300,000 | — | 2,262,785 | 300,000 | 9,360(2) | 2,872,145 | | | 2024 | 300,000 | — | 6,856,502 | 250,000 | 1,542,901 | 8,949,403 | | | 2023 | 300,000 | — | 15,051,588 | 200,000 | 10,399 | 15,561,987 | | Chantelle Breithaupt Chief Financial Officer | 2025 | 325,322 | — | 6,658,625 | 250,000 | 10,123(2) | 7,244,070 | | | 2024 | 302,885 | 50,000 | 11,665,423 | 240,000 | 9,433 | 12,267,741 | | Kenneth Duda President, Chief Technology Officer | 2025 | 300,000 | 1,000 | 6,601,668 | 300,000 | 9,360(2) | 7,212,028 | | | 2024 | 300,000 | — | 34,433,411 | 240,000 | 274,780 | 35,248,191 | | | 2023 | 300,000 | — | 3,900,407 | 205,000 | 10,399 | 4,415,806 | | Todd Nightingale President, Chief Operating Officer | 2025 | 183,160 | — | 52,026,188 | 75,000 | 4,975(2) | 52,289,323 | | Marc Taxay Former Senior Vice President, General Counsel | 2025 | 116,401 | — | 1,558,165 | — | 158(2) | 1,674,724(3) | | | 2024 | 315,000 | — | 4,780,026 | 220,000 | 378 | 5,315,404 | | | 2023 | 315,000 | — | 2,926,896 | 200,000 | 378 | 3,442,274 |
Fiscal 2025 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 17, 2026. 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. The amount disclosed for fiscal 2025 includes a portion of performance-based restricted stock units granted in an earlier fiscal year to the extent the Named Executive Officer received an award in that fiscal year and respect to which the performance conditions were set in 2025. 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 2025, the grant-date fair value of such awards would be $4,525,571 for Ms. Ullal, $3,322,382 for Ms. Breithaupt, and $8,586,552 for Mr. Duda. There is no maximum performance achievement for Mr. Nightingale’s performance-based restricted stock units. Based on actual achievement for fiscal 2025, for Named Executive Officers other than Mr. Nightingale, 200% of the performance-based restricted stock units awards granted in 2023 that were eligible to be earned in fiscal 2025 became eligible to vest, 200% of the performance-based restricted stock units awards granted in 2024 that were eligible to be earned in fiscal 2025 became eligible to vest, and 200% of the performance-based restricted stock units awards granted in 2025 that were eligible to be earned in fiscal 2025 became eligible to vest. Based on actual achievement for fiscal 2025, 100% of the performance-based restricted stock unit awards granted in 2025 to Mr. Nightingale that were eligible to be earned in fiscal 2025 became eligible to vest. |
Fiscal 2025 Summary Compensation Table
| (2) The amounts reported for fiscal 2025 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. |
Fiscal 2025 Summary Compensation Table
| (3) The amounts reported include salary earned by Mr. Taxay for his services as our Senior Vice President, General Counsel. Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. |
Fiscal 2025 Summary Compensation Table
| 2026 PROXY STATEMENT | 69 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 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, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Date of Board or Committee Action to Grant the Award | 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 ($)(2) | | Jayshree Ullal | 4/13/2018(3) | 5,328 | — | 15.2625 | 4/12/2028 | — | — | | | 2/8/2019(4) | 6,672 | — | 14.1463 | 2/7/2029 | — | — | | | 2/11/2022(5) | — | — | — | — | 20,592 | 2,698,170 | | | 2/11/2022(6) | — | — | — | — | 77,640 | 10,173,169 | | | 2/10/2023(7) | — | — | — | — | 138,320 | 18,124,070 | | | 2/10/2023(8) | — | — | — | — | 57,240 | 7,500,157 | | | 2/9/2024(9) | — | — | — | — | 41,228 | 5,402,105 | | | 2/9/2024(10) | — | — | — | — | 61,840 | 8,102,895 | | Chantelle Breithaupt | 1/12/2024(11) | — | — | — | — | 98,260 | 12,875,008 | | | 2/9/2024(12) | — | — | — | — | 23,792 | 3,117,466 | | | 2/14/2025(13) | — | — | — | — | 21,600 | 2,830,248 | | | 2/14/2025(14) | — | — | — | — | 21,600 | 2,830,248 | | | 5/9/2025(15) | — | — | — | — | 31,080 | 4,072,412 | | | 5/9/2025(16) | — | — | — | — | 31,080 | 4,072,412 | | | 10/10/2025(17) | — | — | — | — | 46,380 | 6,077,171 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 70 | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Date of Board or Committee Action to Grant the Award | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 2/12/2016(18) | 30,000 | — | 3.5150 | 2/11/2026 | — | — | | | 4/13/2018(19) | 128,000 | — | 15.2625 | 4/12/2028 | — | — | | | 11/9/2018(20) | 48,000 | — | 15.2769 | 11/8/2028 | — | — | | | 2/8/2019(21) | 160,000 | — | 14.1463 | 2/7/2029 | — | — | | | 2/11/2022(22) | — | — | — | — | 15,528 | 2,034,634 | | | 2/10/2023(23) | — | — | — | — | 33,180 | 4,347,575 | | | 2/10/2023(24) | — | — | — | — | 22,120 | 2,898,384 | | | 2/9/2024(25) | — | — | — | — | 22,020 | 2,885,281 | | | 2/9/2024(26) | — | — | — | — | 376,504 | 49,333,319 | | | 2/9/2024(9) | — | — | — | — | 19,576 | 2,565,043 | | | 2/14/2025(13) | — | — | — | — | 21,600 | 2,830,248 | | | 2/14/2025(14) | — | — | — | — | 21,600 | 2,830,248 | | | 10/10/2025(17) | — | — | — | — | 81,160 | 10,634,395 | | Todd Nightingale | 7/11/2025(27) | — | — | — | — | 466,060 | 61,067,842 | | | 7/11/2025(28) | — | — | — | — | 31,080 | 4,072,412 | | | 10/10/2025(29) | — | — | — | — | 70,730 | 9,267,752 | | Marc Taxay(31) | 2/12/2021(30) | — | — | — | — | 10,432 | 1,366,905 | | | 2/11/2022(22) | — | — | — | — | 17,476 | 2,289,880 | | | 2/10/2023(23) | — | — | — | — | 31,124 | 4,078,178 | | | 2/10/2023(24) | — | — | — | — | 16,600 | 2,175,098 | | | 2/9/2024(25) | — | — | — | — | 18,760 | 2,458,123 | | | 2/9/2024(9) | — | — | — | — | 14,296 | 1,873,205 | | | 2/14/2025(13) | — | — | — | — | 14,580 | 1,910,417 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Represents awards of restricted stock units that remained unvested as of December 31, 2025. All vesting is subject to the named executive officer’s continued role as a service provider to us through the applicable vesting date. |
Outstanding Equity Awards at 2025 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, 2025, based on the closing price of our common. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) 1/48th of the shares subject to the option vested on June 1, 2020 and 1/48th of the shares subject to the option shall vest monthly thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | 71 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) 1/48th of the shares subject to the option vested on December 1, 2020 and 1/48th of the shares subject to the option shall continue to vest each month thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) 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%. The award vested 25% on February 20, 2023 and continue to vest at a rate of 6.25% quarterly thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) This performance stock award was granted in February 2022 and is earned based on attainment of certain 2023-2024 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. The award vested 50% on February 20, 2025 and 50% on February 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) The award vested 25% on February 20, 2024 and continued to vest at a rate of 6.25% quarterly thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) This performance stock award was granted in February 2023 and is earned based on attainment of certain 2023-2024 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. The award vested 50% on February 20, 2025 and 50% on February 20, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) This performance stock award was granted in February 2024 and 1/3 of the shares are earned based on attainment of certain 2024, 2025 and 2026 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) This performance stock award was granted in February 2024 and is earned based on attainment of certain 2024-2026 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. The award will vest 100% on February 20, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (11) Twenty five percent (25%) of the restricted stock units awarded vested on February 20, 2025, and continue to vest at a rate of six and one-quarter percent (6.25%) each quarter on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20 or November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (12) This performance stock award was granted in February 2024 and 1/4 of the shares are earned based on attainment of certain 2024, 2025, 2026, and 2027 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (13) Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2026 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (14) This performance stock award was granted in February 2025 and 1/3 of the shares are earned based on attainment of certain 2025, 2026, and 2027 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (15) Six and one-quarter percent (6.25%) of the restricted stock units awarded will vest on February 20, 2028 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (16) This performance stock award was granted in May 2025 and 1/4 of the shares are earned based on attainment of certain 2028, 2029, 2030 and 2031 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (17) This performance stock award was granted in October 2025 and 1/3 of the shares are earned based on attainment of certain 2029, 2030, and 2031 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (18) 1/60th of the shares subject to the option vested and became exercisable on April 1, 2017 and 1/60th of the shares subject to the option continue to vest each month thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (19) 1/48th of the shares subject to the option vested and became exercisable on June 1, 2020 and 1/48th of the shares subject to the option vest each month thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 72 | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (20) 1/48th of the shares subject to the option vested and became exercisable on December 1, 2020 and 1/48th of the shares subject to the option continue to vest each month thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (21) 1/48th of the shares subject to the option vested and became exercisable on December 1, 2020 and 1/48th of the shares subject to the option continue to vest each month thereafter. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (22) Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2023 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, or November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (23) Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2024 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (24) This performance stock award was granted in February 2023 and 1/3 of the shares are earned based on attainment of certain 2023, 2024 and 2025 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (25) Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2025 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (26) Five percent (5%) of the restricted stock units awarded vested on November 20, 2025 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (27) Twenty five percent (25%) of the restricted stock units awarded will vest on August 20, 2026 and continue to vest at a rate of six and one-quarter percent (6.25%) each quarter on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20 or November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (28) This performance stock award was granted in July 2025 and are earned based on attainment of certain 2025 and 2026 performance conditions. The number of shares in the table reflects the shares available at target (100%). Shares earned vested on February 20, 2026 for the 2025 goals. Shares earned for first half of 2026 will vest on August 20, 2026. Shares earned for second half of 2026 will vest on February 20, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (29) This performance stock award was granted in October 2025 and 1/3 of the shares are earned based on attainment of certain 2030, 2031, and 2032 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned vest on February 20th of the year following the associated performance year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (30) Six and one-quarter percent (6.25%) of the restricted stock units awarded vested on February 20, 2022 and continue to vest at the same rate on each quarterly vest date thereafter. A quarterly vest date is the first market trading day on or after February 20, May 20, August 20, and November 20 of each year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (31) Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. All outstanding equity awards previously awarded to Mr. Taxay during his employment with us continued to vest through May 20, 2025, at which pointed such awards no longer continued to vest. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | 73 |
Fiscal 2025 Grants of Plan-Based Awards
Fiscal 2025 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, 2025. No option awards were granted to our Named Executive Officers during our fiscal year ended December 31, 2025.
Fiscal 2025 Grants of Plan-Based Awards
| Named Executive Officer | Grant Date(1) | Date of Board or Committee Action to Grant the Award(2) | Estimated Payouts Under Non-Equity Plan Awards (Target)($)(3) | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units (#)(4) | Grant Date Fair Value of Awards ($)(5) | | | | | | Threshold | Target | Maximum | | | | Jayshree Ullal | — | — | 300,000 | — | — | — | — | — | | | 7/22/2025 | 2/9/2024 | — | 10,306 | 20,612 | 41,224 | — | 2,262,785 | | Chantelle Breithaupt | — | — | 250,000 | — | — | — | — | — | | | 7/22/2025 | 2/9/2024 | — | 3,966 | 7,932 | 15,864 | — | 870,775 | | | 2/14/2025 | 2/14/2025 | — | — | 21,600 | — | — | 2,308,392 | | | 7/22/2025 | 2/14/2025 | — | 3,600 | 7,200 | 14,400 | — | 790,416 | | | 5/9/2025 | 5/9/2025 | — | — | 31,080 | — | — | 2,689,042 | | Kenneth Duda | — | — | 300,000 | — | — | — | — | — | | | 7/22/2025 | 2/10/2023 | — | 11,060 | 22,120 | 44,240 | — | 2,428,334 | | | 7/22/2025 | 2/9/2024 | — | 4,894 | 9,788 | 19,576 | — | 1,074,527 | | | 2/14/2025 | 2/14/2025 | — | — | 21,600 | — | — | 2,308,392 | | | 7/22/2025 | 2/14/2025 | — | 3,600 | 7,200 | 14,400 | — | 790,416 | | Todd Nightingale | — | — | 75,000 | — | — | — | — | — | | | 7/11/2025 | 7/11/2025 | — | — | 466,060 | — | — | 50,600,134 | | | 7/11/2025 | 7/11/2025 | — | — | 10,360 | — | — | 1,426,054 | | Marc Taxay(6) | 2/14/2025 | 2/14/2025 | — | — | 14,580 | — | — | 1,558,165 |
Fiscal 2025 Grants of Plan-Based Awards
| (1) Represents the grant date determined under ASC Topic 718, for the portion of the awards that were considered, under ASC Topic 718, to have been granted in fiscal 2025. |
Fiscal 2025 Grants of Plan-Based Awards
| (2) The legal grant date for the awards with Board or Committee Action to grant the award. |
Fiscal 2025 Grants of Plan-Based Awards
| (3) Our 2025 Bonus Plan does not have thresholds or maximums. However, bonuses would not be paid under our 2025 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 2025 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. |
Fiscal 2025 Grants of Plan-Based Awards
| (4) The RSU and PRSU awards were made under the 2014 Equity Plan. |
Fiscal 2025 Grants of Plan-Based Awards
| (5) Represents the grant date fair value of each equity award granted in fiscal 2025, 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 Mr. Duda, the amount disclosed includes a portion of performance-based restricted stock units granted in 2023 and a portion of performance-based restricted stock units granted in 2024, with respect to each of which performance conditions were set in 2025. 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 |
Fiscal 2025 Grants of Plan-Based Awards
| 74 | |
Fiscal 2025 Grants of Plan-Based Awards
| for the performance-based restricted stock unit awards with respect to which performance conditions were established during 2025, the grant-date fair value of such awards would be $4,525,571 for Ms. Ullal, $3,322,382 for Ms. Breithaupt, and $8,586,552 for Mr. Duda. |
Fiscal 2025 Grants of Plan-Based Awards
| (6) Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. |
Fiscal 2025 Option Exercises and Stock Vested
Fiscal 2025 Option Exercises and Stock Vested The following table presents information regarding the exercise of stock options and the vesting of stock awards by our Named Executive Officers during our fiscal year ended December 31, 2025.
Fiscal 2025 Option Exercises and Stock Vested
| Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jayshree Ullal | — | — | 463,708 | 49,710,233 | | Chantelle Breithaupt | — | — | 92,276 | 9,940,212 | | Kenneth Duda | 610,000 | 62,192,738 | 197,988 | 21,361,836 | | Todd Nightingale | — | — | — | — | | Marc Taxay(3) | — | — | 113,904 | 11,680,307 |
Fiscal 2025 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. |
Fiscal 2025 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. |
Fiscal 2025 Option Exercises and Stock Vested
| (3) Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. |
Pension Benefits
Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our Named Executive Officers during fiscal 2025.
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 2025.
Nonqualified Deferred Compensation
| 2026 PROXY STATEMENT | 75 |
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, 2025, in the events described below, assuming that the termination of employment and change in control was effective on December 31, 2025, 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 and are subject to the execution of a separation agreement and release of claims by the Named Executive Officer and such officer’s compliance with that certain confidential information and invention assignment agreement by and between the Named Executive Officer and the Company. Mr. Taxay received no severance in connection with his voluntary resignation from his position as Senior Vice President, General Counsel effective as of May 7, 2025. Consequently, he has been omitted from the tables below.
TERMINATION OF EMPLOYMENT UNRELATED TO A CHANGE IN CONTROL
| | | Value of Accelerated Equity Awards ($)(1) | | | | Named Executive Officer | Salary Continuation ($) | Restricted Stock Units | Options | Total ($) | | Chantelle Breithaupt | 330,000 | 8,412,650 | — | 8,742,650 | | Todd Nightingale | 350,000 | 19,083,733 | — | 19,433,733 |
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 ($) | | Chantelle Breithaupt | 330,000 | 8,412,650 | — | 8,742,650 | | Todd Nightingale | 350,000 | 19,083,733 | — | 19,433,733 |
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 CEO: For 2025, our last completed fiscal year:
CEO Pay Ratio
| 1. | the median of the annual total compensation of all employees of our Company (other than our CEO), was $190,815; and |
CEO Pay Ratio
| 2. | the annual total compensation of our CEO, as reported in the Fiscal 2025 Summary Compensation Table presented elsewhere in this proxy statement, was $2,872,145. |
CEO Pay Ratio
Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 15:1. 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 CEO’s annual total compensation for the purposes of the pay ratio is as presented in our Fiscal 2025 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:
CEO Pay Ratio
| 1. | We selected October 31, 2025 as the date upon which we would identify the median employee. |
CEO Pay Ratio
| 2. | To identify the “median employee” from our employee population we used payroll and equity plan records. |
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 2025 as of the determination date, and grant date fair value of equity awards granted in 2025. |
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). |
CEO Pay Ratio
| 3. | Amounts paid in foreign currency were converted into United States dollars using 2025 average exchange rates. |
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. |
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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $190,815. With respect to the annual total compensation for our CEO, we used the amount reported in the “Total” column of our Fiscal 2025 Summary Compensation Table.
CEO Pay Ratio
| 2026 PROXY STATEMENT | 79 |
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 section of this proxy statement entitled “Compensation Discussion and Analysis” (“CD&A”). 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 five 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.
Pay Versus Performance
| | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Avg. Compensation Actually Paid to non-PEO NEOs | | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Revenue | | (a) | (b) | (c) | (d) | (e) | | (f) | (g) | (h) | (i) | | 2025 | $2,872,145 | $26,188,077 | $17,105,036 | | 25,236,315 | $721 | $163 | $3,511 | $9,006 | | 2024 | $8,949,403 | $62,201,559 | $10,891,249 | | 27,045,747 | $608 | $141 | $2,852 | $7,003 | | 2023 | $15,561,987 | $63,914,394 | $4,918,724 | | 20,487,088 | $324 | $124 | $2,087 | $5,860 | | 2022 | $10,735,887 | $3,171,085 | $3,285,597 | ($ | 785,576) | $167 | $109 | $1,352 | $4,381 | | 2021 | $15,993,632 | $65,318,255 | $4,157,062 | | 25,133,973 | $198 | $121 | $841 | $2,948 |
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.
DESCRIPTION OF RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
| 82 | |
DESCRIPTION OF RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
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.
Compensation Actually Paid Versus Cumulative TSR
Compensation Actually Paid Versus Cumulative TSR
Compensation Actually Paid Versus Net Income
Compensation Actually Paid Versus Net Income
Compensation Actually Paid
Compensation Actually Paid