DEF 14A of Everpure, Inc.
Filed May 1, 2026 · FY20260001474432-26-000041
BOARD MEMBERS
BOARD MEMBERS The following table provides summary information about each director nominee and our continuing directors as of April 30, 2026.
BOARD MEMBERS
| | | | | | Board Committees | | | | | | Name | Class | Age | Indep. | Director Since | Audit | Compensation | Governance | Risk | Other Public Boards | | 2026 Director Nominees | | | | | | | | | | | Andrew Brown Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics | II | 62 | Yes | 2019 | | | | | 1 | | John “Coz” Colgrove Chief Visionary Officer | II | 63 | No | 2009 | | | | | - | | Roxanne Taylor Former Chief Marketing & Communications Officer, Accenture | II | 69 | Yes | 2019 | | | | | 1 | | Continuing Directors* | | | | | | | | | | | Scott Dietzen Vice Chairman and Former CEO, Everpure | I | 63 | Yes | 2010 | | | | | - | | Charles Giancarlo Chairman and Chief Executive Officer | I | 68 | No | 2017 | | | | | 2 | | John Murphy Former Chief Financial Officer, Adobe | I | 57 | Yes | 2021 | | | | | 2 | | Jeff Rothschild Former VP of Technology, Meta Platforms | III | 71 | Yes | 2018 | | | | | - | | Susan Taylor Former Chief Accounting Officer, Meta Platforms | III | 57 | Yes | 2018 | | | | | 2 | | Greg Tomb President, Censia | I | 60 | Yes | 2020 | | | | | - | | Mallun Yen Founder and General Partner, Operator Collective | III | 55 | Yes | 2021 | | | | | - |
BOARD MEMBERS
| | Chair | | Member | | Chair/Financial Expert | | Member/Financial Expert |
BOARD MEMBERS
| 2026 PROXY STATEMENT | 7 |
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
| | ANDREW BROWN Independent | | | | Age: 62 | Director Since: September 2019 | | Chief Executive Officer, Sand Hill East Committee(s): Compensation (Chair) Risk (Chair) Other Public Company Boards: Zscaler (2015 - present) Guidewire Software (2013-2022) | BACKGROUND Mr. Brown has served as Chief Executive Officer of Sand Hill East LLC, a strategic management, investment and marketing services firm, since February 2014, and as the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company, since 2006. From 2010 to 2013, Mr. Brown served as Group Chief Technology Officer of UBS, an investment bank. From 2008 to 2010, Mr. Brown served as head of strategy, architecture and optimization at Bank of America Merrill Lynch, the corporate and investment banking division of Bank of America. From 2006 to 2008, Mr. Brown served as Chief Technology Officer of Infrastructure at Credit Suisse Securities (USA) LLC. Mr. Brown holds a Bachelor of Science in Chemical Physics from University College London. QUALIFICATIONS FOR BOARD SERVICE Mr. Brown's qualifications for board service include his extensive technology expertise, including as chief technology officer of multiple large financial firms, as well as his service on the boards of other disruptive technology companies, including other public companies. | |
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
| | JOHN "COZ" COLGROVE | | | | Age: 63 | Director Since: October 2009 | | Founder and Chief Visionary Officer Committee(s): None | BACKGROUND Mr. Colgrove founded Everpure in October 2009 and has served as our Chief Visionary Officer since 2021. Mr. Colgrove served as our Chief Technology Officer from October 2009 to August 2021. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 450 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his deep technical expertise and knowledge of data storage systems, requirements and design, and his experience as a leader and innovator involved in emerging technologies and companies, including as Everpure's founder. | |
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
| 2026 PROXY STATEMENT | 13 |
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
| | ROXANNE TAYLOR Independent | | | | Age: 69 | Director Since: February 2019 | | Board Member Committee(s): Compensation Governance (Chair) Other Public Company Boards: Thoughtworks (2021-2024) Unisys Corp. (2021-present) | BACKGROUND Ms. Taylor previously served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, from February 2020 to October 2022. Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company, from 2007 until 2018. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture, including Managing Director Corporate and Financial Communications and Director of Marketing and Communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor relations, and senior marketing positions at Reuters and Citicorp/Quotron from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor received a B.A. in Psychology from University of Maryland, College Park. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive marketing and communications experience, and knowledge of the technology industry and IT services, as well as the insights she brings from managing public company communications and investor relations, and her public company board experience. | |
NOMINEES FOR ELECTION UNTIL THE 2029 ANNUAL MEETING OF STOCKHOLDERS
| 14 | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| | SCOTT DIETZEN Vice Chairman, Independent | | | | Age: 63 | Director Since: October 2010 | | Vice Chairman Committee(s): Governance Risk | BACKGROUND Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from 2010 to 2017, and as our Chairman from 2017 to 2018. From April 2023 to July 2025, Dr. Dietzen served as Chief Executive Officer of Augment, Inc., a computer software company. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., including as Interim SVP of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as Chief Technology Officer. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies, as well as his understanding and experience as our former CEO within the data storage industry. | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| | CHARLES GIANCARLO Chairman | | | | Age: 68 | Director Since: August 2017 | | Chairman and Chief Executive Officer Committee(s): None Other Public Company Boards: Arista Networks (2013-present) ZScaler (2016-present) | BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya, from 2008 to 2009. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer, leading the introduction of many new technologies. Mr. Giancarlo holds a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School. QUALIFICATIONS FOR BOARD SERVICE Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience at major technology companies, his broad knowledge of data center technologies and matters relating to corporate governance, his investor perspective and his relevant industry knowledge, including with respect to disruptive B2B technologies. | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| 2026 PROXY STATEMENT | 15 |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| | JOHN MURPHY Independent | | | | Age: 57 | Director Since: December 2021 | | Board member Committee(s): Audit (Chair) Other Public Company Boards: Roper Technologies (2024-present) LegalZoom.com (2021-present) | BACKGROUND Mr. Murphy previously served as Executive Vice President and Chief Financial Officer of Adobe, Inc. from April 2018 to October 2021 and as Senior Vice President, Chief Accounting Officer and Corporate Controller from 2017 to 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from 2014 to 2017. Prior to joining Qualcomm, he worked at several global companies in a variety of finance and accounting roles. Mr. Murphy is a member of the Board of Trustees at Fordham University and of the Advisory Board of the Foundry at Fordham University, which champions student and alumni entrepreneurship and social impact. He holds an M.B.A. from the Marshall School of Business at the University of Southern California, and a B.S. in Accounting from Fordham University and is a licensed CPA (inactive). QUALIFICATIONS FOR BOARD SERVICE Mr. Murphy’s qualifications for board service include his extensive management and financial experience at major technology companies, including as-a-Service transitions, his familiarity with corporate governance and risk management, as well as his relevant technology industry knowledge and public company board experience. | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| | GREG TOMB Independent | | | | Age: 60 | Director Since: February 2020 | | President, Censia Committee(s): Audit | BACKGROUND Mr. Tomb has served as President of Censia, a talent intelligence platform, since October 2023. Mr. Tomb previously served as President, Zoom Video Communications, from June 2022 to March 2023. Prior to Zoom, Mr. Tomb served as Vice President of Google's Workspace, Geo and Security Sales at Google Cloud, a cloud computing services company, from April 2021 to June 2022. Mr. Tomb worked at SAP, a multinational provider of enterprise application software and software-related services, from 2003 to 2021, serving as President of SAP Cloud Sales and GTM from March 2020 to April 2021, and as President of SAP SuccessFactors, from July 2017 to March 2020. He previously held responsibilities for SAP's HANA Enterprise Cloud business, SAP's Global Services Organization and SAP North American Business Unit. Mr. Tomb holds a B.S. in Engineering from Pennsylvania State University and an M.B.A from Loyola University of Chicago. QUALIFICATIONS FOR BOARD SERVICE Mr. Tomb's qualifications for board service include his extensive leadership and sales expertise at enterprise technology companies, with a focus on sales and implementation of enterprise and cloud-based business applications. | |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS
| 16 | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
| | JEFF ROTHSCHILD Independent | | | | Age: 71 | Director Since: April 2018 | | Board Member Committee(s): Risk | BACKGROUND Mr. Rothschild previously served as an Advisor and Venture Partner at Accel Partners, a venture capital firm, from 1999 to 2022. Mr. Rothschild was the VP of Technology at Meta Platforms, a social media and technology company, from 2005 to 2015. Mr. Rothschild co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and a member of the Board of Directors of Stanford Health Care, where he chairs the finance committee. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. QUALIFICATIONS FOR BOARD SERVICE Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience within technology companies, as well as his relevant infrastructure knowledge and perspective, particular as a technology vendor and customer. | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
| | SUSAN TAYLOR Independent | | | | Age: 57 | Director Since: October 2018 | | Board Member Committee(s): Audit Compensation Other Public Company Boards: KLA Corporation (2025-present) Pattern Group (2025-present) | BACKGROUND Ms. Taylor previously served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, from April 2017 until June 2023. From 2012 to 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers LLP, an accounting firm, in various accounting roles. Ms. Taylor received a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive leadership and financial experience at major cloud, data and software companies, as well as her knowledge and significant technology industry and operational experience. | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
| 2026 PROXY STATEMENT | 17 |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
| | MALLUN YEN Independent | | | | Age: 55 | Director Since: September 2021 | | Founder and General Partner, Operator Collective Committee(s): Governance | BACKGROUND Ms. Yen has served as general partner of Operator Collective, a venture capital firm and community that brings in experienced operators into the venture ecosystem, which she founded in December 2018. Previously, she served various roles, including Chief Operating Officer, at SaaStr, a community of SaaS executives, founders, and entrepreneurs, from 2012 to 2019, as Executive Vice President and Chief Business & Product Officer at RPX Corporation, a patent risk management company, where she was employed from 2010 to 2017 and a board member from 2017 to 2018, and Vice President, Worldwide Intellectual Property at Cisco Systems, Inc., where she was employed from 2002 to 2010. Ms. Yen was also the CEO and a board member of ChIPs Network, Inc. an organization she co-founded in 2005 that advances women in technology, law and policy. Ms. Yen holds a Bachelor of Science in Business Administration from California Polytechnic State University – San Luis Obispo and a Juris Doctor degree from University of California, Berkeley School of Law. QUALIFICATIONS FOR BOARD SERVICE Ms. Yen's qualifications for board services include her extensive leadership experience at technology companies, particularly her expertise with as-a-Service businesses and her investor perspective, as well as her relevant technology and legal knowledge. | |
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
| 18 | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee director compensation program is designed to attract, retain and reward qualified non-employee directors and align the financial interests of these directors with the interests of our stockholders. Pursuant to this program, each member of our board of directors who is not our employee receives cash and equity compensation for board service as described below. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending board of directors and committee meetings.
DIRECTOR COMPENSATION
| INPUT | | PROPOSAL | | PRESENTATION | | OUTCOME | | Consultant provides input on program design considerations | | Consultant proposes alternative program designs for consideration | | Consultant presents competitive non-employee director compensation data and analyses | | Based on the recommendations of our compensation committee and of the Consultant, our board of directors may approve changes in our director compensation program |
DIRECTOR COMPENSATION
Our compensation committee consults annually with its independent compensation consultant Meridian Compensation Partners (Meridian) to review our director compensation program. As part of that annual review, Meridian provides input on program design considerations, proposes alternative program designs for consideration, and presents competitive non-employee director compensation analyses and data from our peer group. For fiscal 2026, upon our compensation committee’s recommendation, our board of directors determined that the cash and equity components of our director compensation program were appropriate and did not make any adjustments from fiscal 2025.
FISCAL 2026 DIRECTOR COMPENSATION TABLE
FISCAL 2026 DIRECTOR COMPENSATION TABLE The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2026. The table excludes Messrs. Colgrove and Giancarlo, who are also our executive officers and did not receive any compensation in their roles as directors in fiscal 2026.
FISCAL 2026 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Andrew Brown | 95,000 | 260,141 | 355,141 | | Scott Dietzen | 70,000 | 260,141 | 330,141 | | John Murphy | 90,000 | 260,141 | 350,141 | | Jeff Rothschild | 65,000 | 260,141 | 325,141 | | Roxanne Taylor | 80,000 | 260,141 | 340,141 | | Susan Taylor | 77,000 | 260,141 | 337,141 | | Greg Tomb | 67,000 | 260,141 | 327,141 | | Mallun Yen | 60,000 | 260,141 | 320,141 |
FISCAL 2026 DIRECTOR COMPENSATION TABLE
(1)Pursuant to our director compensation program, in June 2025, each of our non-employee directors received an RSU award for 4,735 shares of our common stock that will vest in full on the one year anniversary of the date of grant. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this award, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2026. As of February 1, 2026, each individual who served as a non-employee director during fiscal 2026 held the following aggregate number of shares subject to outstanding RSU awards.
FISCAL 2026 DIRECTOR COMPENSATION TABLE
| Name | Aggregate Number of Unvested RSUs as of February 1, 2026 | | Andrew Brown | 4,735 | | Scott Dietzen | 4,735 | | John Murphy | 4,735 | | Jeff Rothschild | 4,735 | | Roxanne Taylor | 4,735 | | Susan Taylor | 4,735 | | Greg Tomb | 4,735 | | Mallun Yen | 4,735 |
FISCAL 2026 DIRECTOR COMPENSATION TABLE
| 2026 PROXY STATEMENT | 29 |
FISCAL 2026 DIRECTOR COMPENSATION TABLE
| PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | Our board of directors recommends a vote FOR the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. | |
FISCAL 2026 DIRECTOR COMPENSATION TABLE
Our board of directors has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending January 31, 2027 and has further directed that management submit this selection for ratification by the stockholders. Deloitte & Touche has served as our independent registered public accounting firm for the past thirteen fiscal years. Representatives of Deloitte & Touche are expected to be present during the meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement. Our board of directors is submitting this selection as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our board of directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our board of directors may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the company and its stockholders.
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY For fiscal 2026, our compensation committee approved compensation packages for our executive officers that maintained our robust pay-for-performance philosophy, incentivizing revenue growth balanced with improved profitability. The committee retained a customer satisfaction measure, Net Promoter Score (NPS), which we have tracked and published for several years and which we view as critical to our long-term success. The committee also retained a metric relating to the growth in sales of subscription services, which it believes to be a valuable indicator of our success in growing our recurring revenue streams. Our compensation committee continued to link the majority of our named executive officers’ compensation to these key performance measures, as well as share price through the use of equity awards. Specifically, in addition to a base salary, other than Mr. Finn who joined Everpure near the end of fiscal 2026, our named executive officers’ target total direct compensation included annual short-term and long-term incentives that are based on our attainment of key business objectives. For fiscal 2026, our cash bonuses were dependent on revenue, profitability and NPS, as well as individual executive performance. Our equity compensation continues to be 100% performance-based equity awards, with the exception of officers hired in fiscal 2026, who also received time-based restricted stock unit awards as part of their incentive to join Everpure. We believe this is a market-leading practice that strongly aligns executive pay with stockholder interests, differentiating us from the majority of our compensation peer group, where it is more prevalent to grant a blended mix of time-based RSUs and PSUs. Our performance-based equity awards were earned based on a combination of revenue and total contract value sales of our storage-as-a-service offerings (TCV Subscription Sales). The final value recognized by our NEOs for these equity awards depends on Everpure's share price and corporate performance relative to pre-established goals. FISCAL 2026 BUSINESS AND FINANCIAL HIGHLIGHTS We delivered strong business and financial results in fiscal 2026, growing full year revenue to $3.7 billion and remaining performance obligations (RPO) to $3.7 billion, an increase of 16% and 40% year-over-year, respectively. We achieved positive non-GAAP operating margin of 17.3% and grew subscription services revenue by 15% year-over-year.
EXECUTIVE SUMMARY
| UPDATED PEER GROUP | BASE SALARY AND BONUS TARGETS | BONUS BASED ON PERFORMANCE | EQUITY BASED ON PERFORMANCE | | We reviewed and updated our compensation peer group to ensure our executive compensation was comparable and competitive relative to similar growth technology companies. | We assessed and maintained the existing base salaries, with no salary increases. We maintained bonus targets for our executive officers at 100% of base salary. | We set cash bonus targets based on revenue growth, non-GAAP operating profit and NPS. We exceeded these corporate metrics, resulting in a corporate performance factor at 123% of target, with individual performance factors for individual executive officers ranging from 125% to 150%. | We granted equity awards dependent on growth in annual revenue and TCV Subscription Sales. Equity awards were earned at 187% of target, based on results that significantly exceeded targets for this combined corporate metric. |
EXECUTIVE SUMMARY
Our pay-for-performance framework utilizes key performance metrics to align our executives' interests with our stockholders in order to drive long-term value creation and encourage execution on our business strategy in a highly dynamic industry. In fiscal 2025, our named executive officers' actual compensation (salary, earned bonus and earned portion of equity awards) was, on average, 79% of target compensation (salary, target bonus and grant date fair value of equity awards). In fiscal 2026, our executive officers delivered impressive results and accordingly received actual pay above target compensation, evidencing that these financial incentives are aligned with the company’s success. In fiscal 2026, we delivered revenue of $3.663 billion, exceeding our $3.516 billion target, achieved non-GAAP operating profit of $635 million, exceeding our $598 million target, and increased our industry-leading NPS from 81 to 84, among the highest in our industry. We also held each executive officer accountable with individual performance objectives. For the cash bonus program, our executive officers delivered results in fiscal 2026 that exceeded the foregoing targets set at the start of the year, and accordingly their actual pay exceeded their target pay. For our equity program, we significantly exceeded our revenue and TCV Subscription Sales targets, resulting in a 187% payout for the fiscal 2026 performance-based restricted stock unit (PSU) awards.
EXECUTIVE SUMMARY
Our compensation committee monitored the long-term performance-based stock unit awards, which were granted in fiscal 2024 (the 2024 5-Year PSU Awards), and granted new long-term performance-based stock unit awards during fiscal 2026 to our new Chief Financial Officer and Chief Revenue Officer (the 2026 5-Year PSU Awards and together with the 2024 5-year PSU awards, the 5-Year PSU Awards). The 5-Year PSU Awards were designed to further focus executive officers on building sustained stockholder value over the respective five-year performance periods of these awards. See a detailed description below in the section titled “Long-Term Equity Compensation.” STOCKHOLDER ENGAGEMENT At our annual meeting of stockholders held in June 2024, our stockholders did not approve the non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote), with slightly more than 40% of votes cast in favor of our fiscal 2024 compensation program. In response, during fiscal 2025 our compensation committee and management conducted extensive outreach to investors representing 67% of our outstanding shares and engaged with investors representing 48% of our outstanding shares, with the chair of our compensation committee personally participating in discussions with investors representing 40% of our outstanding shares. Through this process, the committee gained a detailed understanding of stockholder feedback on our pay practices, including concerns about the combined effect of the 2024 5-Year PSU Awards and the modification of the fiscal 2024 PSU awards, and expectations for a more measured equity program going forward. In direct response, for fiscal 2025 our compensation committee (i) reset equity grant levels to be aligned with our historical practices and compensation peer group benchmarking, and (ii) maintained a disciplined pay-for-performance framework in which the annual PSU awards paid out at 73% of target. At our annual meeting of stockholders held in June 2025, following these engagement efforts and related refinements to our program, stockholders approved the proposal regarding the compensation of our named executive officers, with more than 73% of the votes cast in favor of our fiscal 2025 compensation program. Our compensation committee considered the results of our annual Say-on-Pay vote and stockholder feedback gathered throughout the year, and in fiscal 2026 it again reached out to investors to confirm that the actions taken in response to the 2024 vote have appropriately addressed stockholder concerns and to solicit additional perspectives on our executive compensation program. We reached out in the summer and fall of 2025. The independent chair of our compensation committee was involved in leading our outreach efforts, working to understand and respond to stockholder perspectives regarding our executive compensation program. We were pleased that stockholders were receptive, and engagement by stockholders held steady year over year, in terms of the portion of shares represented and the number of stockholders willing to meet with us.
Total Engaged
Total Engaged We engaged in discussions with stockholders representing 48% of our outstanding shares, which is all stockholders that indicated a willingness to engage. The feedback we received on executive compensation was generally supportive and did not reveal broad or recurring concerns with our pay‑for‑performance philosophy, program design or pay outcomes. A few discrete comments touched on program design refinements, such as the suitability of (i) using revenue as a component for both the annual cash bonus and equity award programs, and (ii) a performance period of one year for the annual equity award program, rather than a multi-year performance period. In response, the committee engaged its independent consultant, Meridian, to conduct a market analysis of incentive pay practices. After reviewing this analysis with Meridian and debating the trade-offs of different approaches, the committee ultimately reaffirmed that the current design metrics are well suited for Everpure's business and compensation objectives.
DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM
DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM COMPENSATION PHILOSOPHY AND OBJECTIVES We design our executive compensation program to achieve the following objectives, consistent with our pay-for-performance philosophy: •attract and retain executive officers of outstanding ability and experience; •motivate and reward behavior that results in exceeding our corporate performance objectives; and •ensure that compensation is meaningfully tied to the creation of stockholder value. We believe that our executive compensation program should include short-term and long-term elements and reward consistent performance that meets or exceeds expectations. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to the compensation paid by similar companies operating in the technology industry, in particular comparable growth technology companies, taking into account the role and performance of the individual executive officer and the performance and strategic objectives of the company. We have a long track record of demonstrating our pay-for-performance philosophy. In fiscal 2025, our named executive officers earned a 73% payout for their PSU awards, despite strong company performance and uncertainty around a newly adopted fiscal 2025 PSU metric. In the past seven fiscal years, our named executive officers' PSU awards have been earned below target four times (73%, 80%, 82.5% and 96%), and above target three times. COMPENSATION DESIGN With the exception of time-based equity awards granted to our newly hired executive officers, the compensation arrangements for our named executive officers consist of base salary, annual performance-based cash bonuses, performance-based equity awards, and broad-based employee benefit programs. Our cash bonuses are funded based on annual corporate performance metrics and may be increased or decreased based on each executive officer's individual performance against organization-specific goals during the applicable year. We believe that these cash awards incentivize our executive officers to meet our short-term corporate objectives. While we offer competitive cash compensation, equity compensation is the primary incentive element of our executive compensation program. We emphasize the use of equity compensation to encourage our executive officers to focus on the growth of our overall enterprise value which in turn creates value for our stockholders. For the last several years, we have used performance-based equity awards that may only be earned upon the achievement of company performance objectives. With few exceptions, 100% of the annual equity awards granted to our executive officers are dependent on our corporate performance, and any amount earned upon the achievement of company performance objectives is also subject to time-based vesting requirements. We believe that these equity awards align the interests of our executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule.
DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM
Our compensation committee reviews our executive compensation program throughout the year. As part of this review process, the committee applies the objectives described above within the context of our overall philosophy while simultaneously considering the compensation levels needed to ensure that our program remains competitive. The committee also evaluates whether we are meeting our retention objectives and the potential impact of replacing key executive officers. COMPENSATION-SETTING PROCESS Our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of executive officers and in evaluating the financial and accounting implications of our compensation programs and hiring decisions. The committee is authorized to engage, and has engaged, its own advisor to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board Structure and Process—Board Committees” elsewhere in this proxy statement. ROLE OF OUR EXECUTIVE OFFICERS Our CEO assists our compensation committee (other than for his own performance and compensation) in evaluating the performance of our executive officers and makes recommendations to the committee with respect to base salary adjustments, target cash bonus opportunities, actual bonus payments and equity awards for each executive officer. While the committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers. ROLE OF COMPENSATION CONSULTANT Meridian continued to be engaged as our compensation committee's independent executive compensation consultant in fiscal 2026. Meridian reviewed and advised on our compensation philosophy, consulted on compensation trends and regulatory developments, assisted the committee in evaluating and updating the compensation peer group that we use to understand market compensation practices, conducted a compensation risk assessment, and provided compensation data and analysis with respect to compensation decisions during and relating to fiscal 2026. Meridian played a key role in advising on the design and implementation of the long-term performance award program as set forth below in the section titled “Long-Term Equity Compensation.” In fiscal 2026, Meridian provided services to us relating to our executive and director compensation programs. Meridian maintains internal policies specifically designed to prevent conflicts of interest. Our compensation committee assessed the independence of Meridian, taking into account, among other things, the factors set forth in Exchange Act rules and NYSE listing standards and concluded that no conflict of interest has arisen with respect to the work these consultants perform for the committee. COMPENSATION PEER GROUP Our compensation committee generally refers to peer group data when reviewing our executive officers’ compensation. This compensation peer group is intended to reflect companies with similar revenues, revenue growth, headcount and comparable market capitalization, in the following industries: applications software, systems software, internet services and infrastructure, or technology, storage and peripherals. In preparation for fiscal 2026, our compensation committee, in consultation with Meridian, evaluated our compensation peer group and made adjustments, removing companies that had been acquired during the previous year and adding other more relevant growth technology companies of comparable size with which we may compete for talent. The committee selected a group of peer companies that, at the time of evaluation, had median annual revenues of $3.4 billion. The committee generally selected companies with a financial profile consistent with Everpure's, reflecting solid annual revenue growth, and it continued to retain some companies with substantially higher market capitalizations, as the committee believed that these companies aligned well with Everpure's underlying business fundamentals.
DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM
Our compensation committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a reference for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM Our executive compensation program consists of three principal elements: •base salary; •annual performance-based cash bonuses; and •annual and long-term performance-based equity awards. The following charts show the pay mix for our CEO and, on average, Messrs. Robbiati, Colgrove, and Singh (based on base salary, target cash bonus and the grant date fair value of equity awards at target):
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| 5% Base Salary | | | | | 9% Cash Bonus | | | | | 86% Equity |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| 5% Base Salary | | | | | 9% Cash Bonus | | | | | 86% Equity |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
As noted above, Messrs. Robbiati and Finn joined Everpure in June 2025 and November 2025, respectively, and their salaries were pro-rated accordingly. Annualized salaries are shown in the table above. ANNUAL CASH BONUSES We provide our executive officers the opportunity to earn annual cash bonuses on substantially the same basis as our employees who are eligible under our corporate bonus program. These cash bonuses are intended to encourage the achievement of corporate performance objectives, particularly our financial goals, as well as individual performance factors. The metrics and goals are set annually in connection with our annual business planning cycle, and are directly connected to our business plans and goals, and more specifically to organization-specific goals for each executive officer. In March 2025, our compensation committee reviewed the target cash bonus opportunities of our incumbent executive officers and determined that their target cash bonus opportunities would remain at the same level as fiscal 2025, or 100% of base salary. Our board of directors established Mr. Robbiati's target cash bonus opportunity in June 2025. Our board of directors established Mr. Finn's target cash bonus opportunity in November 2025. The following table sets forth the annual target cash bonus opportunities (expressed as a percentage of base salary) of our named executive officers for fiscal 2026:
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| Name | Fiscal 2026 Target Bonus ($) | Bonus Opportunity as a % of Base Salary | | Charles Giancarlo | 850,000 | 100% | | Tarek Robbiati* | 400,000 | 100% | | John Colgrove | 550,000 | 100% | | Ajay Singh | 550,000 | 100% | | Patrick Finn* | — | — | | Kevan Krysler | 550,000 | 100% |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| | Revenue ($M) | Funding | | Operating Profit ($M) | Funding | | NPS Score | Funding | | Maximum | 3,727 | 200% | Maximum | 670 | 200% | Maximum | 84 | 200% | | Target | 3,516 | 100% | Target | 598 | 100% | Target | 80 | 100% | | | 2,989 | 25% | | 330 | 25% | | 78 | 50% | | Threshold | < 2,989 | —% | Threshold | < 330 | —% | Threshold | < 78 | —% |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
In addition to the corporate performance factor, specific goals for the individual performance factors were determined by our CEO, or in the case of the CEO, by the compensation committee, and in each case were considered stretch goals. The committee considered the individual performance of each executive officer and determined an individual performance factor based on the individual performance of an executive officer during the year. During fiscal 2026, the compensation committee met multiple times and monitored company performance and the individual performance of our executive officers. In September 2025, we paid 40% of the target cash bonus opportunity, consistent with the past practice and after determining that the company was on track to reach threshold corporate performance under the program. In March 2026, our compensation committee reviewed our corporate performance for fiscal 2026, which was achieved as follows: (i) full year revenue of $3.663 billion, against a target of $3.516 billion, (ii) full year non-GAAP operating profit of $635 million, against a target of $598 million, and (iii) an audited NPS of 84, against a target range of 78 to 84. Our NPS increase to 84 from 81 in the prior fiscal year underscores our exceptional customer loyalty and satisfaction, and is especially notable given that we added over 1,000 new customers over the same period. While our outperformance on these metrics generated a substantially higher initial funding calculation under the plan metrics, the compensation committee retains discretion to determine the final corporate bonus funding. After considering input from our CEO, as well as the importance of aligning executive compensation with overall stockholder returns, the committee applied its judgment to provide a payout funding that was lower than the calculated payout funding. To ensure a balanced outcome that rewarded operational
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
Our compensation committee then evaluated the individual performance of our executive officers during fiscal 2026, including against the accomplishment of organizational and leadership goals such as strategic objectives, leadership within the organization, talent acquisition and retention and fiscal management. These goals were focused around Everpure's key objectives for fiscal 2026. The following factors specific to each executive officer were considered by the committee: •Mr. Giancarlo: Drove an exceptional year of performance, setting Everpure’s strategic direction into data management, as well as our AI- and cloud-driven data services, while delivering revenue and operating profit well above plan. Deepened relationships with hyperscale and large enterprise customers, while overseeing successful launches of key platform innovations that reinforced Everpure’s technology and market leadership. Built and aligned a high-performing executive team - including new leaders in Finance and Go-To-Market - and continued to shape a culture that attracts and develops top talent, reinforcing Everpure’s position as both a market leader and employer of choice. •Mr. Robbiati: Strengthened Everpure’s finance function as a growth enabler in his first year as Chief Financial Officer, supporting reaccelerated top-line and operating profit growth well above plan while balancing investment and margin expansion. Drove operational excellence and compliance in Finance. •Mr. Colgrove: Achievement and vision continuing to drive Everpure's technology advancements and culture of innovation, and partnership with Messrs. Giancarlo and Singh on driving long-term strategies, including Enterprise Data Cloud, in shaping Everpure's future technology roadmap and growth. •Mr. Singh: Continued to lead a highly productive product and engineering organization, supporting overachievement of company revenue targets. Delivered key product bets, including R5, FB//EXA GA, Pure Protect v2 and a specific Fusion milestone, while advancing Enterprise File and Unified Object. Drove engineering excellence and convergence initiatives and strengthened enterprise customer-health programs, as well as the senior product and engineering bench. Our CEO recommended individual performance factors for each executive officer and provided the committee with the reasoning behind his recommendations. The committee discussed the individual performance factor for each executive officer and, with the CEO absent, for our CEO. After discussion, the committee made determinations relating to each executive officer’s individual performance. The committee evaluated each of our named executive officers individually and ultimately determined the individual performance factor for each of our named executive officers, as set forth in the table below, which was multiplied by the 123% corporate performance factor to calculate the earned bonus amount. The actual bonus amounts below include the partial bonus payout in September 2025, and the remaining amount of the bonus, which was paid in April 2026, after the final reviews described above. The following table provides information regarding the annual target bonus opportunities, corporate funding, individual performance factor, and the actual cash bonuses earned by our named executive officers as of the end of fiscal 2026:
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| Name | Target Bonus ($) | Corporate Performance Factor | Individual Performance Factor | Actual Bonus Earned ($) | | Charles Giancarlo | 850,000 | 123% | 150% | 1,568,250 | | Tarek Robbiati | 400,000 | 123% | 125% | 615,000 | | John Colgrove | 550,000 | 123% | 150% | 1,014,750 | | Ajay Singh | 550,000 | 123% | 125% | 845,625 |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
ANNUAL EQUITY COMPENSATION We provide our executive officers with performance-based restricted stock unit (PSU) awards to drive long-term value creation, support retention and align our executives with the long-term interests of our stockholders. We believe that strong long-term corporate performance is achieved with a compensation program that encourages a multi-year focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has largely been provided in the form of PSU awards to further align the interests of our executive officers with the interests of our stockholders and to incentivize our executive officers through the appreciation in stock price of our common stock. The size and form of the equity awards for our executive officers are determined by our compensation committee at a level that it believes is competitive with current market conditions (as reflected by data from our compensation peer group), and after taking into account factors such as each individual executive officer’s role and scope of responsibilities, past performance, current equity holdings and expected future contributions. For the last several years, the committee has largely granted 100% PSU awards to align our executive officers' financial incentives with company performance and the creation of stockholder value. As noted above, the start of fiscal 2026 was characterized by an uncertain geopolitical environment and the potential for material disruptions driven by the imposition of broad-based tariffs and the volatility in the global supply chain. As a result of this uncertainty, the compensation committee deliberated carefully regarding the targets and payout ranges for the combined metric. Consistent with the bonus design process, our compensation committee evaluated the PSU program design for fiscal 2026 at its meetings in March, April and May 2025, and finalized the corporate performance metrics for the PSU awards in May 2025, with the grants effective in May 2025. To ensure that above-target payouts would only be earned for truly exceptional performance, the committee set rigorous performance PSU performance metric hurdles. The committee granted PSU awards to our executive officers that were subject to a one-year performance period, with the earned share amount to be adjusted down or up within a range of 0% to 200% of the target share amount based on our achievement of a metric that was a combination of fiscal 2026 total revenue and 70% of our TCV Subscription Sales. The compensation committee considered adopting a multi-year performance period, and in selecting a one-year period, the committee considered Everpure's specific business circumstances and sought to achieve a balance between the desire to incorporate a specific performance-based component in the long-term incentive compensation for our executive officers with the difficulties inherent in establishing long-term performance goals in an uncertain and dynamic environment. The committee carefully considered the implications of using a one-year performance period instead of a longer period for this portion of its long-term incentive compensation; ultimately it determined that any related issues were outweighed by the desire to avoid unintended consequences or limiting Everpure’s flexibility as a result of outdated or inapplicable long-term goals in future years. Consistent with the fiscal 2025 awards, the combined metric measured both growth in revenue and TCV Subscription Sales, and the committee believed that the metric would capture and appropriately incentivize balanced growth in Everpure's business, both its core product sales and its storage-as-a-service sales. TCV Subscription Sales, or bookings, of Everpure's Evergreen//One and similar consumption- and subscription-based offerings, is an operating metric, representing the value of orders received during the fiscal year. The earned shares, if any, would be subject to a time-based vesting requirement over a three-year period, with 1/3rd vesting in March 2026 and the remainder vesting quarterly thereafter, subject to continued service with us on each vesting date. The following table sets forth the PSU awards (at target and maximum) granted to our named executive officers for fiscal 2026:
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
* As noted above, Mr. Robbiati joined Everpure in June 2025 and the target number of PSU shares for his award was adjusted accordingly. Mr. Finn joined Everpure in November 2025 and did not receive a PSU award in fiscal 2026.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
We set our revenue target of $3.516 billion and TCV Subscription Sales target of $436 million. During fiscal 2026, our compensation committee monitored the combined performance metric for the PSU awards. We reached full year revenue of $3.663 billion, against a target of $3.516 billion, and TCV Subscription Sales of $520 million, against a target of $436 million. As such, we exceeded both our revenue target and our TCV Subscription Sales target. In March 2026, the compensation committee reviewed these financial results and determined achievement of $4.027 billion for the combined metric and, based on this achievement, approved a payout of 187% of the shares subject to the PSU awards. The earned shares started vesting in March 2026, subject to the remaining vesting period.
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| Name | Target Shares | Payout | Earned Shares | | Charles Giancarlo | 289,020 | 187% | 540,467 | | Tarek Robbiati | 74,640 | 187% | 139,577 | | John Colgrove | 171,271 | 187% | 320,277 | | Ajay Singh | 96,340 | 187% | 180,156 | | Kevan Krysler | 96,340 | 187% | 180,156 |
ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
The 187% payout of the fiscal 2026 PSU awards demonstrated the success of our compensation committee's focus on pay-for-performance, and for fiscal 2026, the combined metric was deemed to adequately capture the positive results for the fiscal year, including the exceeding the revenue target and the TCV Subscription Sales target. LONG-TERM EQUITY COMPENSATION In fiscal 2024, we introduced the opportunity for our executive officers to earn shares of our common stock through long-term performance-based stock unit awards. These 2024 5-Year PSU Awards were designed in consultation with Meridian, with a focus on the best interests of stockholders and are intended to be additive to the annual PSU awards. Our compensation committee met numerous times to design the program relating to the 2024 5-Year PSU awards. Further, our board of directors believes that the 2024 5-Year PSU awards will contribute to driving strong, sustained levels of growth in future years, inspiring innovation and resourcefulness by management, and creating a significant incentive to achieve Everpure’s strategic priorities over a five-year period, all of which is aligned with strong stockholder value creation.
2024 5-Year PSU Awards
2024 5-Year PSU Awards The following chart summarizes certain key features of the 2024 5-Year PSU Awards:
2024 5-Year PSU Awards
| Performance metric | $21.0 billion market capitalization (stock price multiplied by shares outstanding) | | Vesting date | March 20, 2028 | | Measurement | 33%, 67% or 100% of award is banked if the performance metric is achieved as of the last trading day of fiscal 2026, 2027 and 2028, respectively | | Post-vest holding period | 1 year post vesting holding requirement, through March 20, 2029 | | Status at end of fiscal 2026 | 33% of the shares have been banked, though no shares will vest until March 2028 |
2024 5-Year PSU Awards
The committee believes that these awards are working as expected, and have served as a strong incentive for our executive officers to continue creating long-term value for stockholders. In particular, the committee is encouraged by management's pursuit of significant new opportunities to lead the large-scale deployment of flash into hyperscaler and AI data centers, which since the grant date has been successfully evidenced by key milestones including meaningful shipments of its products for its industry-first design win with a major hyperscaler, and the shipment of FlashBlade//EXA for next-generation, GPU-intensive AI and HPC workloads. The first measurement date was at the end of fiscal 2026, and the market capitalization metric was $23.08 billion, above the $21.0 billion requirement. Accordingly, 33% of the shares have been banked for executives who
2024 5-Year PSU Awards
| 44 | |
2024 5-Year PSU Awards
continue with the company, though no shares will vest until March 2028. The following table sets forth the maximum number of 2024 5-Year PSU Award shares that our named executive officers are eligible to earn, along with the number of shares banked following certification that the market capitalization performance metric was achieved at the end of fiscal 2026. Unlike performance awards that may include an upside multiplier, the payout opportunity for the 5-Year PSU Awards is strictly capped at 100%, meaning there is no opportunity for our executive officers to earn shares in excess of their target amount.
2024 5-Year PSU Awards
| Name | Maximum Shares | Banked % | Banked Shares | | Charles Giancarlo | 813,526 | 33% | 268,464 | | John Colgrove | 284,734 | 33% | 93,962 | | Ajay Singh | 284,734 | 33% | 93,962 |
2024 5-Year PSU Awards
Because Mr. Krysler's services to Everpure will end prior to the 2024 5-Year PSU Awards vesting date in 2028, he will not receive any shares under this program and has therefore been omitted from the table above.
2026 5-Year PSU Awards
2026 5-Year PSU Awards As part of their new hire packages, Messrs. Robbiati and Finn were granted 2026 5-year PSU Awards. These 2026 5-Year PSU Awards were granted to Messrs. Robbiati and Finn as part of their initial new-hire packages and, consistent with the compensation committee's approach for the 2024 5-Year PSU Awards, are intended to be a strong incentive for our executive officers to create long-term value for stockholders. The following chart summarizes certain key features of the 5-Year PSU awards granted in fiscal 2026:
2026 5-Year PSU Awards
| Performance metric | $40.0 billion market capitalization (stock price multiplied by shares outstanding) | | Vesting date | March 20, 2030, if earned | | Measurement | 33%, 67% or 100% of award is banked if the performance metric is achieved as of the last trading day of fiscal 2028, 2029 and 2030, respectively | | Post-vest holding period | 1 year post vesting holding requirement, through March 20, 2031 | | Status at end of fiscal 2026 | No shares have been banked or vested in 2026; the first measurement period will occur after fiscal 2028 |
2026 5-Year PSU Awards
The following table sets forth the maximum number of 2026 5-Year PSU Award shares that Messrs. Robbiati and Finn are eligible to earn.
2026 5-Year PSU Awards
| Name | Maximum Shares | Banked % | Banked Shares | | Tarek Robbiati | 233,410 | —% | 0 | | Patrick Finn | 108,840 | —% | 0 |
2026 5-Year PSU Awards
The 5-Year PSU awards also contain provisions for treatment of the award upon an executive officer’s death or disability, or in connection with a change in control. NEW OFFICER COMPENSATION PACKAGES In June 2025, Mr. Robbiati was appointed as our Chief Financial Officer. In connection with his appointment, our board of directors approved a compensation package for Mr. Robbiati, including a base salary of $650,000 and target cash bonus opportunity of 100% of his base salary, or $650,000. Mr. Robbiati also received an RSU award covering 223,921 shares of our common stock. This award will vest as to 25% of shares subject to the RSU award on September 20, 2026, with the remaining shares subject to this award vesting in equal quarterly installments over the subsequent 12 quarters, subject to Mr. Robbiati’s continuous service with us on each such vesting date. In addition, Mr. Robbiati received a 2026 5-Year PSU Award covering 233,410 shares of our common stock, which will vest in accordance with the terms described above in the section titled "2026 5-Year PSU Awards." Finally, Mr. Robbiati received a PSU award covering 74,640 shares with the same performance and time-based vesting criteria as described above under the section titled "Annual Equity Compensation." In November 2025, Mr. Finn was appointed as our Chief Revenue Officer. In connection with his appointment, our board of directors approved a compensation package for Mr. Finn, including a base salary of $650,000 and target cash bonus opportunity of 100% of his base salary, or $650,000. In addition, Mr. Finn received a one-time cash signing bonus of $1,000,000, which was designed to facilitate his recruitment in a highly competitive market and is repayable to us if he departs Everpure under certain circumstances, as set forth in his offer letter. Mr. Finn also received an RSU award covering 92,896 shares of our common stock. This award will vest as to 25% of the shares subject to the RSU award on
2026 5-Year PSU Awards
| 2026 PROXY STATEMENT | 45 |
2026 5-Year PSU Awards
December 20, 2026, with the remaining shares subject to this award vesting in equal quarterly installments over the subsequent 12 quarters, subject to Mr. Finn’s continuous service with us on each such vesting date. In addition, Mr. Finn received a 2026 5-Year PSU Award covering 108,840 shares of our common stock, which will vest in accordance with the terms described above in the section titled "2026 5-Year PSU Awards." Under the terms of his employment arrangement, Mr. Finn’s initial compensation package also includes a target grant value of $6,000,000 for a future PSU. The actual number of shares granted and earned, the applicable vesting schedule, and the timing of the award will be determined based on the approved plan design and company performance metrics to be established by our compensation committee. Messrs. Robbiati's and Finn's compensation packages were determined through arm’s-length negotiations with our Chief Executive Officer, after considering their considerable prior experience and expertise. Recognizing that both candidates possessed highly sought-after skill sets and had multiple competitive offers from other growth companies, it was determined that the total compensation opportunity offered, including the 2026 5-Year PSU Award components, was necessary to successfully induce them to join Everpure. The compensation packages were designed to align their interests with those of our stockholders, promote long-term value creation, and recognize the skills and past experience they bring to Everpure. Our compensation committee, its consultant Meridian, and our compensation team conducted a thorough analysis to ensure that Messrs. Robbiati's and Finn's compensation packages are competitive with our peer companies and aligned with our compensation philosophy. TRANSITION PACKAGE FOR MR. KRYSLER On May 28, 2025, the Company and Mr. Krysler agreed that he would step down as Chief Financial Officer. In connection with this leadership transition, the board of directors determined that retaining him in a dedicated advisory capacity through June 30, 2026, was critical to ensuring financial reporting continuity, mitigating operational risk, and facilitating a seamless transition of duties to our incoming Chief Financial Officer, Mr. Robbiati. On June 29, 2025, we entered into a Separation and Release Agreement with Mr. Krysler, followed by an Advisor Agreement effective on July 1, 2025, under which he transitioned from serving as our Chief Financial Officer to an advisor to Everpure. Under the terms of the Advisor Agreement, Mr. Krysler is providing transitional services, including steering the preparation and filing of our fiscal 2026 Annual Report on Form 10-K, guiding fiscal 2027 business planning, providing guidance for ongoing finance and operational projects, such as hyperscale business model accounting and inflight implementation of operations systems, assistance in transitioning responsibilities to Mr. Robbiati, and executing ongoing strategic finance initiatives as requested by Mr. Giancarlo and Mr. Robbiati. In consideration for these advisory services, his execution of a general release of claims in favor of the Company, his agreement not to disparage Everpure, his agreement not to work with or for certain companies competitive with Everpure, and his ongoing compliance with post-employment restrictive covenants, Mr. Krysler will receive the following, contingent upon his continued satisfactory performance during the advisory period, continued advisory fees equivalent to his prior base salary, totaling $550,000 over the twelve-month advisory period, a fiscal 2026 bonus in the total amount of $676,500, 12 months of paid health insurance coverage, continued vesting of his outstanding equity awards through the end of his advisory services on June 30, 2026, after which all unvested shares, including his 2024 5-Year PSU Award, will be forfeited. BENEFITS PROGRAMS Our employee benefit programs, including our 401(k) plan with a company matching contribution, employee stock purchase plan, and health, and welfare programs, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans on the same terms and conditions as all other U.S. full-time employees. PERQUISITES AND OTHER PERSONAL BENEFITS Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Since fiscal 2025 we have offered annual executive physical exams to our executive officers with a value of up to $7,500 per year. Amounts reimbursed for the executive physical exam are fully taxable to the executive and there is no "gross up" by the company to cover these taxes for the executive. We do not currently provide additional perquisites for our executive officers that are also not available to our employees generally. In the future, we may provide other perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our compensation committee.
2026 5-Year PSU Awards
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2026 5-Year PSU Awards
POST-EMPLOYMENT COMPENSATION Our executive officers and certain other employees are eligible to receive severance payments, equity acceleration and health care benefits in the event of a termination of employment and/or in connection with a change in control of the company. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to our named executive officers are set forth below in the section titled “Employment, Severance and Change in Control Agreements.”
OTHER COMPENSATION POLICIES
OTHER COMPENSATION POLICIES EQUITY AWARDS GRANT POLICY The grant of equity awards must be approved either by our board of directors or our compensation committee. Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. This policy provides that our CEO may approve awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter. If applicable, the exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION We do not grant stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a trading window established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2026, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports. DERIVATIVES TRADING, PLEDGING AND HEDGING POLICY Our insider trading policy prohibits our directors, officers, employees and consultants, as well as all family members and other household members of such persons and all companies controlled by such persons, from engaging in trades of our derivatives, short sales, transactions in put or call options, hedging transactions, opening margin accounts, pledging our securities, or other inherently speculative transactions with respect to our equity securities at any time. COMPENSATION CLAWBACK/RECOUPMENT Our compensation committee has adopted a policy requiring recoupment of any excess incentive compensation paid to our current and former Section 16 officers where the payments were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement (clawback policy). This clawback policy is intended to comply with the NYSE listing standards as required under the final rules adopted by the SEC implementing Section 10D of the Exchange Act. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
OTHER COMPENSATION POLICIES
STOCK OWNERSHIP GUIDELINES Our board of directors adopted stock ownership guidelines for our executive officers and non-employee directors. Under these guidelines, each executive officer and director is required to own shares of our common stock with a value equal to: •5 times annual base salary for our CEO. •2 times annual base salary for our executive officers, other than our CEO. •5 times annual base retainer for our non-employee directors. In determining ownership levels, credit is provided for shares held outright, shares “beneficially owned,” vested RSUs, and vested shares under any deferred compensation plan, if applicable, but not for unvested RSUs, or vested or unvested stock options. Compliance with these guidelines is required within five years of becoming subject to them. The policy includes procedures for granting exemptions in the case of severe hardship or in the event that the guidelines would prevent a director or officer from complying with a court order or applicable law. At the end of fiscal 2026, all of our executive officers and non-employee directors met, exceeded, or were on track to meet these guidelines based on their current rate of stock accumulations in the time frames set out in the guidelines. POLICY REGARDING 10b5-1 PLANS FOR DIRECTORS AND EXECUTIVE OFFICERS Our insider trading policy generally requires that our executive officers and non-employee members of our board of directors may not trade in our equity securities during “blackout” periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own. COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT Our compensation committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the committee’s determination include the following: •We structure our compensation program to consist of both fixed and variable components. The fixed component of our program (or base salary) is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics; •We maintain internal controls over the financial reporting, which are designed to prevent this information from being manipulated by any employee, including our executive officers; •We maintain internal controls over the determination of sales commissions, although we do not cap cash incentive awards for our sales commission plans because we wish to reward our sales force for exceeding their objectives; •Our employees are required to acknowledge and comply with our code of conduct which covers, among other things, accuracy in keeping financial and business records; •Our compensation committee approves the overall annual equity pool and the employee equity award guidelines; •A significant portion of the compensation paid to our executive officers is in the form of equity awards to align their interests with the interests of stockholders; and •As part of our insider trading policy, we prohibit hedging transactions involving our equity securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.
TAX AND ACCOUNTING CONSIDERATIONS
NO TAX REIMBURSEMENT OF PARACHUTE PAYMENTS AND DEFERRED COMPENSATION We have not provided any executive officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during fiscal 2026, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement. ACCOUNTING TREATMENT We account for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and full-value equity awards, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year performance and/or vesting period of the award). Compensation expense for shares acquired through our ESPP is recognized over the offering period. We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below. The fair value of the 5-Year PSU awards is calculated using a Monte Carlo simulation model that takes into account similar input assumptions as the Black-Scholes option pricing model as well as the possibility that the market condition may not be satisfied and a post-vest holding period discount. The total stock-based compensation expense for the 5-Year PSU awards is being recognized over the requisite service period of nearly five years. Assumptions used in the calculation of the compensation expense for the 5-Year PSU awards are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2026.
SUMMARY COMPENSATION TABLE FOR FISCAL 2026
SUMMARY COMPENSATION TABLE FOR FISCAL 2026 The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2026 and, if applicable, the prior two fiscal years.
SUMMARY COMPENSATION TABLE FOR FISCAL 2026
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Non–Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Charles Giancarlo Chief Executive Officer | 2026 | 850,000 | — | 16,011,708 | 1,568,250 | 5,008 | 18,434,966 | | | 2025 | 841,667 | — | 12,143,667 | 1,060,800 | 8,472 | 14,054,606 | | | 2024 | 800,000 | — | 35,023,555 | 820,800 | 5,693 | 36,650,048 | | Tarek Robbiati Chief Financial Officer | 2026 | 393,940 | — | 22,192,863 | 615,000 | 8,672 | 23,210,475 | | John Colgrove Chief Visionary Officer | 2026 | 550,000 | — | 9,488,413 | 1,014,750 | 6,294 | 11,059,457 | | | 2025 | 537,500 | — | 4,203,605 | 792,000 | 9,224 | 5,542,329 | | | 2024 | 475,000 | — | 12,258,207 | 722,000 | 6,116 | 13,461,323 | | Ajay Singh Chief Products Officer | 2026 | 550,000 | — | 5,337,236 | 845,625 | 8,057 | 6,740,918 | | | 2025 | 550,000 | — | 3,736,505 | 686,400 | 8,260 | 4,981,165 | | | 2024 | 550,000 | — | 12,258,207 | 585,200 | 5,628 | 13,399,035 | | Patrick Finn Chief Revenue Officer | 2026 | 162,500 | 1,000,000 | 15,663,031 | — | 1,606 | 16,827,137 | | Kevan Krysler Chief Financial Officer | 2026 | 229,167 | — | 13,619,969 | 220,000 | 808,755 | 14,877,891 | | | 2025 | 541,667 | — | 5,604,758 | 580,800 | 7,091 | 6,734,316 | | | 2024 | 500,000 | — | 12,258,207 | 494,000 | 5,958 | 13,258,165 |
SUMMARY COMPENSATION TABLE FOR FISCAL 2026
(1)The amount shown in this column reflects a one time cash sign on bonus to Mr. Finn. (2)The amounts shown in this column do not reflect the dollar amount actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the stock awards granted to our named executive officers, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, filed with the SEC on March 25, 2026. The amounts for PSU awards are based on the aggregate fair value as of the grant date for PSU awards for each year, reported at 100% target achievement. For fiscal 2024 and fiscal 2026, the amounts also include the aggregate fair value as of the grant date for the 5-Year PSU Awards. The grant date fair values of the 5-Year PSU Awards were calculated based on the application of a Monte Carlo simulation model, and are reported at 100% target achievement, which are also the maximum grant date fair values of the 5-Year PSU Awards. For fiscal 2024, the amounts include the incremental fair value of the modification for the PSU awards for fiscal 2024. These amounts represent the accounting cost of the modification in the first quarter of fiscal 2025, which we have accounted for as a Type III modification under ASC 718 and have included in the fiscal 2024 amounts because we believe it is appropriate to describe and report the modification in the fiscal year for which the PSU award's performance was conditioned and earned. See “Compensation Discussion and Analysis” above for the share amounts actually earned for fiscal 2026. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2026 PSU awards in the “Stock Awards” column would be as follows: Mr. Giancarlo, $32,023,416; Mr. Robbiati, $8,167,109; Mr. Colgrove, $18,976,827; Mr. Singh, $10,674,472; and Mr. Krysler, $10,674,472. Mr. Finn did not receive a PSU Award in fiscal 2026. The following table summarizes the elements included in the "Stock Awards" column for fiscal 2024:
SUMMARY COMPENSATION TABLE FOR FISCAL 2026
| Name | Aggregate Grant Date Value of the PSU Awards ($) | Aggregate Incremental Fair Value of the PSU Award Modifications ($) | Aggregate Grant Date Value of the 5-Year PSU awards ($) | Total Stock Awards for Fiscal 2024 ($) | | Charles Giancarlo | 9,669,313 | 11,068,725 | 14,285,517 | 35,023,555 | | Kevan Krysler | 3,384,255 | 3,874,023 | 4,999,929 | 12,258,207 | | John Colgrove | 3,384,255 | 3,874,023 | 4,999,929 | 12,258,207 | | Ajay Singh | 3,384,255 | 3,874,023 | 4,999,929 | 12,258,207 |
SUMMARY COMPENSATION TABLE FOR FISCAL 2026
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SUMMARY COMPENSATION TABLE FOR FISCAL 2026
(3)For fiscal 2026, the amount shown for Mr. Krysler in this column includes $5,910,616, representing the incremental fair value of the accounting modification related to continued vesting of his equity awards during his advisor service to Everpure, and does not represent additional stock awards actually granted to Mr. Krysler. We have computed this amount in accordance with FASB ASC Topic 718. (4)The amounts shown in this column represent bonuses earned by our named executive officers under our cash bonus program for employees for the stated fiscal years. (5)The amounts shown in this column for fiscal 2026 represent company contributions that we made on behalf of the named executive officers under Everpure's 401(k) plan, tax gross ups for cost for guests to participate in certain corporate events, and life insurance premiums. In addition, the amount for Mr. Colgrove includes a tax gross up on patent award program amounts, and the amount for Mr. Krysler includes $320,833 in advisor fees, a $456,500 fiscal 2026 second half bonus, $20,100 in COBRA insurance premiums, and executive physical reimbursement of $3,350, all of which were paid to him pursuant to his advisor agreement.
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026 The following table presents information regarding outstanding equity awards held by our named executive officers as of February 1, 2026.
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026
| | Option Awards | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Charles Giancarlo | 500,000 | — | 12.84 | 8/22/2027 | — | — | — | — | | | 500,000 | — | 17.00 | 8/22/2027 | — | — | — | — | | | — | — | — | — | 27,016(3) | 1,878,693 | — | — | | | — | — | — | — | — | — | 813,526(9) | 56,572,598 | | | — | — | — | — | 74,680(4) | 5,193,247 | — | — | | | — | — | — | — | — | — | 289,020(10) | 20,098,451 | | Tarek Robbiati | — | — | — | — | 223,921(5) | 15,571,466 | — | — | | | — | — | — | — | — | — | 74,640(10) | 5,190,466 | | | — | — | — | — | — | — | 233,410(11) | 16,231,331 | | John Colgrove | — | — | — | — | 9,455(3) | 657,501 | — | — | | | — | — | — | — | — | — | 284,734(9) | 19,800,402 | | | — | — | — | — | 25,851(4) | 1,797,679 | — | — | | | — | — | — | — | — | — | 171,271(10) | 11,910,185 | | Ajay Singh | — | — | — | — | 9,455(3) | 657,501 | — | — | | | — | — | — | — | — | — | 284,734(9) | 19,800,402 | | | — | — | — | — | 22,979(4) | 1,597,960 | — | — | | | — | — | — | — | — | — | 96,340(10) | 6,699,484 | | Patrick Finn | — | — | — | — | 92,896(6) | 6,459,988 | — | — | | | — | — | — | — | — | — | 108,840(11) | 7,568,734 | | Kevan Krysler | — | — | — | — | 9,455(3) | 657,501 | — | — | | | — | — | — | — | — | — | 284,734(9) | 19,800,402 | | | — | — | — | — | 22,979(4) | 1,597,960 | — | — | | | — | — | — | — | 21,248(7) | 1,477,586 | — | — | | | — | — | — | — | — | — | 96,340(10) | 6,699,484 | | | — | — | — | — | 34,790(8) | 2,419,297 | — | — |
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026
(1)Continued vesting on all awards is subject to the individual's continuous service. Further, the unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination, as described in the section titled “Employment, Severance and Change in Control Agreements.” All awards were granted under our 2015 Equity Incentive Plan. (2)Based on $69.54, which was the closing price of our common stock on NYSE on January 30, 2026 (the last trading day of our fiscal year). (3)These RSUs vested as to 33% on March 20, 2024 with the remaining vesting quarterly in equal installments thereafter over the next two years. (4)These RSUs vested as to 33% on March 20, 2025, with the remaining vesting quarterly in equal installments thereafter over the next two years.
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026
| 2026 PROXY STATEMENT | 53 |
OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 1, 2026
(5)These RSUs will vest as to 25% on September 20, 2026, with the remaining vesting quarterly in equal installments over a three-year period thereafter. (6)These RSUs will vest as to 25% on December 20, 2026, with the remaining vesting quarterly in equal installments over a three-year period thereafter. (7)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on April 20, 2024. (8)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on June 20, 2025. (9)Amount represents the target shares for the 5-Year PSU awards granted in fiscal 2024. The 5-Year PSU awards are subject to both market and service conditions. The number of shares vested under the 5-Year PSU award will be contingent upon our market capitalization meeting or exceeding $21 billion, measured as of the end of our fiscal years ending in 2026, 2027 or 2028, subject to the holder's continuous service through March 20, 2028. (10)Amounts in this column represent the target shares for performance restricted stock units granted in fiscal 2026. In March 2026, the Compensation Committee determined the actual number of earned shares, based on our fiscal 2026 performance, as follows: Mr. Giancarlo, 540,467 earned shares; Mr. Robbiati, 139,577 earned shares; Mr. Colgrove, 320,277 earned shares; Mr. Singh, 180,156 earned shares; and Mr. Krysler, 180,156 earned shares. One-third of the earned shares vested on March 20, 2026 with the remainder vesting quarterly in equal installments over the next two years, subject to the holder's continuous service through such dates. (11)Amount represents the target shares for 2026 5-Year PSU Awards granted in fiscal 2026. The 2026 5-Year PSU Awards are subject to both market and service conditions. The number of shares vested under the 5-Year PSU Award will be contingent upon our market capitalization meeting or exceeding $40 billion, measured as of the end of our fiscal years ending in 2028, 2029 and 2030, subject to the holder's continuous service through March 20, 2030.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The following table shows executive contributions, earnings and account balances at the end of fiscal 2026 for each named executive officer participating in Everpure's Deferred Compensation Plan.(1)
NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last FY ($)(2) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Charles Giancarlo | — | — | — | — | — | | Tarek Robbiati | — | — | — | — | — | | John Colgrove | — | — | — | — | — | | Ajay Singh | 995,940 | — | 376,004 | — | 3,174,544 | | Patrick Finn | — | — | — | — | — | | Kevan Krysler | 288,640 | — | 89,061 | 99,863 | 408,618 |
NONQUALIFIED DEFERRED COMPENSATION
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NONQUALIFIED DEFERRED COMPENSATION
(1)In January 2023, our compensation committee adopted the Deferred Compensation Plan (the DCP), a non-qualified deferred compensation plan established in compliance with Section 409A of the Code. U.S. employees of Everpure at the Vice President level and above, including our executive officers, are eligible to participate in the Plan. The DCP allows eligible participants to defer a portion of cash compensation derived from base salary, commissions and certain bonus awards. Deferred compensation will be paid on the date or dates selected by the participant at the time of enrollment or any amendment of that election made in compliance with the requirements of Section 409A of the Code. (2)The executive contributions listed in this column are reported as compensation in the "salary" and "non-equity incentive plan compensation" columns of the Summary Compensation Table for the fiscal 2026 year. (3)The amounts reported in this column reflect notional earnings and losses based on investment of funds held in the participant's account that are made at the participant's direction. Investment vehicles available mirror those offered through our 401(k) Plan. Participants are not permitted to invest in Everpure common stock through the DCP. Deferred compensation will be paid on the date or dates selected by the participant at the time of enrollment or any amendment of that election made in compliance with the requirements of section 409A of the Code. The Company has not included any portion of the earnings listed in this column as compensation in the Summary Compensation Table.
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION The following table provides an estimate of the value of the payments and benefits due to each of our named executive officers assuming a termination of employment without cause or if he had terminated his employment for good reason, effective as of February 1, 2026, other than in connection with a change of control of the company, under the Severance Plan. The actual amounts to be paid can only be determined at the time of any such event.
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION
| Name(1) | Cash Payment ($)(2) | Benefit Continuation ($) | Total ($) | | Charles Giancarlo | 850,000 | 63,863 | 913,863 | | Tarek Robbiati | 325,000 | 16,868 | 341,868 | | John Colgrove | 275,000 | 18,151 | 293,151 | | Ajay Singh | 275,000 | 16,868 | 291,868 | | Patrick Finn | 325,000 | 14,152 | 339,152 |
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION
(1)Mr. Krysler is not included in this table because his employment with Everpure terminated in June 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION
| 2026 PROXY STATEMENT | 57 |
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION
(2)Reflects a cash payment (i) to Mr. Giancarlo equal to 12 months of his then-current base salary and 18 months of company-paid health insurance coverage, and (ii) to each of the other executive officers equal to six months of their then-current base salary and six months of company-paid health insurance coverage.
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL The following table provides an estimate of the value of the payments and benefits due to each of our named executive officers assuming a termination of employment by the company without cause or termination of employment by the executive for good reason, effective as of February 1, 2026, in connection with a change of control of the company, under the Severance Plan. The actual amounts to be paid can only be determined at the time of any such event.
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL
| Name(1) | Cash Payment ($)(2) | Benefit Continuation ($)(2) | Value of Accelerated Equity Awards ($)(2)(3) | Total ($) | | Charles Giancarlo | 2,125,000 | 63,863 | 46,027,900 | 48,216,763 | | Tarek Robbiati | 1,300,000 | 33,735 | 20,761,932 | 22,095,667 | | John Colgrove | 1,100,000 | 36,303 | 20,965,476 | 22,101,778 | | Ajay Singh | 1,100,000 | 33,735 | 15,555,055 | 16,688,790 | | Patrick Finn | 1,300,000 | 28,304 | 6,459,988 | 7,788,292 |
POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL
(1)Mr. Krysler is not included in this table because his employment with Everpure terminated in June 2025. (2)Reflects (i) with respect to Mr. Giancarlo, a cash payment equal to 18 months of his base salary, 12 months of his annual target bonus and 18 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2026 as if earned at 100% and the portion of 2024 5-Year PSU Awards banked following certification that the market capitalization performance metric was achieved at the end of fiscal 2026) held by Mr. Giancarlo, and (ii) with respect to each of the other executive officers, a cash payment equal to 12 months of the executive's base salary, 12 months of the executive officer's annual target bonus and 12 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2026 as if earned at 100% and the portion of 2024 5-Year PSU Awards banked following certification that the market capitalization performance metric was achieved at the end of fiscal 2026) held by the executive. (3)Based on the closing market price of our common stock as of January 30, 2026 (the last trading day of our fiscal year), which was $69.54.
PAY RATIO INFORMATION
PAY RATIO INFORMATION We are required to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee, referred to as “pay ratio” disclosure. In identifying the median employee for fiscal 2026, we identified our total employee population as of December 31, 2025, other than our CEO. We compared the total of each employee’s aggregate salary, hourly pay, bonus and other cash compensation (such as on-call or overtime pay) actually paid, and the value of stock awards vested, during calendar 2025, as reflected in our payroll records. We did not annualize the compensation of employees who were employed for less than the entire fiscal year or make cost of living adjustments. Using this approach, we identified an employee whose compensation was anomalous, as that individual was newly hired in 2025. As a result, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. We then calculated the annual total compensation for this employee using the same methodology used to calculate annual total compensation for our CEO as set forth in the “Summary Compensation Table.” For fiscal 2026, the median of the annual total compensation of all employees of Everpure (other than our CEO), based on the selected median employee, was $204,326, and based on the annual total compensation for our CEO of $18,434,966, our ratio of CEO pay to the median employee pay was 90 to 1. The amounts included in the above pay ratio calculation reflect the grant date fair value of equity awards granted during fiscal 2026. The pay ratio above represents Everpure’s reasonable estimate calculated in a manner consistent with the SEC rules, which allow for significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted the pay ratio rules, the ratio was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand our compensation practices and pay-ratio disclosures.
PAY RATIO INFORMATION
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE We are providing the following information about the relationship between executive compensation actually paid (CAP), as defined under Item 402(v) of Regulation S-K, and certain financial performance measures of Everpure. For further information concerning Everpure’s variable pay-for-performance philosophy and how Everpure aligns executive compensation with Everpure’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| | | | Average Summary Compensation Table Total for Non-PEO NEOs (d)($)(3) | Average Compensation Actually Paid to Non-PEO NEOs (e)($)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year (a) | Summary Compensation Table for PEO (b)($)(1) | Compensation Actually Paid to PEO (c)($)(2) | | | Total Shareholder Return (f)($) | Peer Group Total Shareholder Return (g)($)(4) | Net Income (Loss) (in thousands) (h)($) | Revenue (in thousands) (i)($) | | 2026 | 18,434,966 | 39,963,871 | 14,543,176 | 19,453,204 | 304 | 191 | 188,181 | 3,662,843 | | 2025 | 14,054,606 | 45,732,638 | 5,491,828 | 14,660,598 | 293 | 158 | 106,739 | 3,168,164 | | 2024 | 36,650,048 | 40,458,685 | 13,349,070 | 15,151,161 | 183 | 133 | 61,311 | 2,830,621 | | 2023 | 11,284,123 | 15,303,936 | 4,407,257 | 6,151,443 | 129 | 106 | 73,071 | 2,753,434 | | 2022 | 9,794,382 | 14,575,257 | 3,961,982 | 8,732,531 | 114 | 112 | (143,259) | 2,180,848 |
PAY VERSUS PERFORMANCE
(1)Total Compensation as set forth in the Summary Compensation Table in this proxy statement. Mr. Giancarlo served as our Principal Executive Officer (PEO) in each of fiscal 2026, 2025, 2024, 2023 and 2022. Compensation in fiscal 2024 includes the incremental fair value of the PSU award earned by our PEO due to the modification of such award. (2)The Compensation Actually Paid is determined in accordance with Item 402(v) of Regulation S-K. The fair value of stock options was determined using a Black-Scholes model, the fair value of PSUs reflects the probable outcome of the performance vesting conditions as of each measurement date, the fair value of RSUs was based on the stock price on the vesting date, and the fair value of the 5-Year PSU Awards was determined using a Monte Carlo simulation model. For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. Compensation in fiscal 2024 includes the incremental fair value of the PSU award earned by our NEOs due to the modification of such award. Everpure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary.
PAY VERSUS PERFORMANCE
| PEO | 2026($) | 2025($) | 2024($) | 2023($) | 2022($) | | Summary Compensation Table (SCT) Total for PEO (column b) | 18,434,966 | 14,054,606 | 36,650,048 | 11,284,123 | 9,794,382 | | - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) | 16,011,708 | 12,143,667 | 35,023,555 | 9,469,212 | 7,735,478 | | + Year-end fair value of unvested equity awards granted in the Covered Year | 37,584,075 | 16,644,140 | 35,540,126 | 9,089,350 | 10,600,618 | | + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year | — | — | — | — | — | | +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year | 6,352,630 | 25,197,687 | 2,963,661 | 2,086,128 | 1,973,507 | | +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year | (1,902,157) | 5,404,235 | 328,405 | 2,313,548 | (57,773) | | - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. | 4,493,935 | 3,424,363 | — | — | — | | CAP TO PEO (column c) | 39,963,871 | 45,732,638 | 40,458,685 | 15,303,936 | 14,575,257 |
PAY VERSUS PERFORMANCE
| 2026 PROXY STATEMENT | 59 |
PAY VERSUS PERFORMANCE
| AVERAGE FOR NON-PEO NEOS | 2026($) | 2025($) | 2024($) | 2023($) | 2022($) | | Summary Compensation Table (SCT) Total for PEO (column b) | 14,543,176 | 5,491,828 | 13,349,070 | 4,407,257 | 3,961,982 | | - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) | 13,260,303 | 4,320,343 | 12,258,207 | 3,195,871 | 2,642,954 | | + Year-end fair value of unvested equity awards granted in the Covered Year | 18,031,938 | 5,801,468 | 12,439,033 | 3,067,667 | 6,095,363 | | + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year | 111,632 | 106,853 | — | — | — | | +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year | 1,339,176 | 6,589,588 | 1,324,680 | 960,605 | 1,177,864 | | +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year | (448,215) | 2,189,752 | 296,584 | 911,786 | 140,277 | | - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. | 864,200 | 1,198,548 | — | — | — | | AVERAGE CAP TO NON-PEO NEOs (column e) | 19,453,204 | 14,660,598 | 15,151,161 | 6,151,443 | 8,732,531 |
PAY VERSUS PERFORMANCE
(3)Average of the Total Compensation as set forth in the Summary Compensation Table in the proxy statement for the applicable year for the named executive officers, other than our PEO, which are comprised of the following individuals: for 2026, Messrs. Robbiati, Colgrove, Singh, Finn and Krysler; for 2023, 2024 and 2025, Messrs. Krysler, Colgrove, Singh and FitzSimons; and for 2022, Messrs. Krysler, Colgrove and Singh. Compensation in fiscal 2024 includes the incremental fair value of the PSU awards earned by our NEOs due to the modification of such awards. (4)Based on the NYSE Arca Tech 100 Index.
Compensation Actually Paid
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