DEF 14A of Everpure, Inc., May 3, 2024

DEF 14A of Everpure, Inc.

Filed May 3, 2024 · FY20240001628280-24-020300

Open on EDGAR

  1. BOARD MEMBERS

    BOARD MEMBERS The following table provides summary information about each director nominee and other directors as of April 30, 2024.

  2. BOARD MEMBERS

    | | | | | | Board Committees | | | | | Name | Class | Age | Indep. | Director Since | Audit and Risk | Compensation and Talent | Nominating and Corporate Governance | Other Public Boards | | 2024 Director Nominees | | | | | | | | | | Jeff Rothschild Former VP of Technology, Facebook | III | 69 | Yes | 2018 | | | | - | | Susan Taylor Former Chief Accounting Officer, Meta Platforms | III | 55 | Yes | 2018 | | | | - | | Mallun Yen Founder and General Partner, Operator Collective | III | 53 | Yes | 2021 | | | | - | | Continuing Directors | | | | | | | | | | Andrew Brown Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics | II | 60 | Yes | 2019 | | | | 1 | | John “Coz” Colgrove Chief Visionary Officer | II | 61 | No | 2009 | | | | - | | Scott Dietzen Vice Chairman and Former CEO, Pure Storage | I | 61 | Yes | 2010 | | | | - | | Charles Giancarlo Chairman and Chief Executive Officer | I | 66 | No | 2017 | | | | 2 | | John Murphy Former Chief Financial Officer, Adobe | I | 55 | Yes | 2021 | | | | 2 | | Roxanne Taylor Former Chief Marketing & Communications Officer, Accenture | II | 67 | Yes | 2019 | | | | 2 | | Greg Tomb President, Censia | I | 58 | Yes | 2020 | | | | - |

  3. BOARD MEMBERS

    | | Chair | | Member | | Chair/Financial Expert | | Member/Financial Expert |

  4. BOARD MEMBERS

    | 2024 PROXY STATEMENT | 7 |

  5. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  6. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | JEFF ROTHSCHILD Independent | | | | Age: 69 | Director Since: April 2018 | | Board Member Committee(s): Governance | 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 Facebook, 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. 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. | |

  7. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | 2024 PROXY STATEMENT | 13 |

  8. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | SUSAN TAYLOR Independent | | | | Age: 55 | Director Since: October 2018 | | Board Member Committee(s): Audit Compensation | 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. | |

  9. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | MALLUN YEN Independent | | | | Age: 53 | 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 operators from diverse backgrounds 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. | |

  10. NOMINEES FOR ELECTION UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | 14 | |

  11. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  12. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | | SCOTT DIETZEN Vice Chairman, Independent | | | | Age: 61 | Director Since: October 2010 | | Vice Chairman Committee(s): None | BACKGROUND Dr. Dietzen has served as Chief Executive Officer of Augment, Inc., a computer software company, since April 2023. 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 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, 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 had served as VP, Marketing at WebLogic, Inc., which BEA Systems acquired in 1998. 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. | |

  13. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 2024 PROXY STATEMENT | 15 |

  14. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | | CHARLES GIANCARLO Chairman | | | | Age: 66 | Director Since: August 2017 | | Chairman and Chief Executive Officer Committee(s): None Other Public Company Boards: Arista Networks (2013-present) ZScaler (2016-present) Accenture plc (2008-2019) | 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 including Ethernet Switching, WiFi, IP Telephony and Telepresence. 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. | |

  15. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 16 | |

  16. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | | JOHN MURPHY Independent | | | | Age: 55 | 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 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. | |

  17. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | | GREG TOMB Independent | | | | Age: 58 | Director Since: February 2020 | | President, Censia Committee(s): Compensation | 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. In addition to SAP, Mr. Tomb served as Chief Executive Officer of Vivido Labs and has held leadership positions at both Accenture Consulting and Comergent Technologies. 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. | |

  18. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | 2024 PROXY STATEMENT | 17 |

  19. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  20. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | | ANDREW BROWN Independent | | | | Age: 60 | Director Since: September 2019 | | Chief Executive Officer, Sand Hill East Committee(s): Audit Compensation (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. | |

  21. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | | JOHN "COZ" COLGROVE | | | | Age: 61 | Director Since: October 2009 | | Founder and Chief Visionary Officer Committee(s): None | BACKGROUND Mr. Colgrove founded Pure 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 300 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 Pure's founder. | |

  22. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 18 | |

  23. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | | ROXANNE TAYLOR Independent | | | | Age: 67 | Director Since: February 2019 | | Board Member Committee(s): Compensation Governance (Chair) Other Public Company Boards: Thoughtworks (2021-present) 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. | |

  24. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | 2024 PROXY STATEMENT | 19 |

  25. 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.

  26. 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 |

  27. DIRECTOR COMPENSATION

    Our compensation committee consults annually with its independent compensation consultant (Consultant), to review our director compensation program. As part of that annual review, the Consultant 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 2024, the Consultant was Meridian, and upon our compensation committee’s recommendation, our board of directors approved slight adjustments to the cash and equity components of our director compensation program.

  28. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    FISCAL 2024 DIRECTOR COMPENSATION TABLE The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2024. 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 2024.

  29. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Andrew Brown | 87,000 | 319,166 | 406,166 | | Scott Dietzen | 55,000 | 319,166 | 374,166 | | John Murphy | 90,000 | 319,166 | 409,166 | | Jeff Rothschild | 60,000 | 319,166 | 379,166 | | Roxanne Taylor | 80,000 | 319,166 | 399,166 | | Susan Taylor | 77,000 | 319,166 | 396,166 | | Greg Tomb | 65,000 | 319,166 | 384,166 | | Mallun Yen | 60,000 | 319,166 | 379,166 |

  30. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    (1)Pursuant to our director compensation program, in June 2023, each of our non-employee directors received an RSU award for 8,543 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 April 1, 2024. As of February 4, 2024, each individual who served as a non-employee director during fiscal 2024 held the following aggregate number of shares subject to outstanding RSU awards.

  31. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | Name | Aggregate Number of Unvested RSUs as of February 4, 2024 | | Andrew Brown | 8,543 | | Scott Dietzen | 8,543 | | John Murphy | 19,308 | | Jeff Rothschild | 8,543 | | Roxanne Taylor | 8,543 | | Susan Taylor | 8,543 | | Greg Tomb | 10,705 | | Mallun Yen | 20,437 |

  32. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | 2024 PROXY STATEMENT | 31 |

  33. FISCAL 2024 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 February 2, 2025. | |

  34. FISCAL 2024 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 February 2, 2025 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 eleven 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.

  35. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY For fiscal 2024, 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 Pure has tracked and published for several years and which it views as critical to Pure’s long term success, and growth in sales of subscription services, which it believes to be a valuable indicator of Pure’s success in growing its recurring revenue streams. Our compensation committee aimed to tie 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, 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 2024, our cash bonuses were dependent on revenue, profitability and NPS, as well as individual executive performance, and our 100% performance-based equity awards were earned based on a combination of revenue and subscription ARR growth, and ultimately considered the stronger-than-expected sales of our Evergreen//One and Evergreen//Flex consumption and subscription-based offerings in fiscal 2024. The value of these equity awards fundamentally depends on Pure's share price. Our corporate bonus program is the same for our executive officers and our broad-based employee bonus participants, driving focus on the same company priorities. FISCAL 2024 BUSINESS AND FINANCIAL HIGHLIGHTS We delivered solid business and financial results in fiscal 2024, growing full year revenue to $2.83 billion and remaining performance obligations (RPO) to $2.3 billion, an increase of 3% and 31% year-over-year, respectively. We achieved positive non-GAAP operating margin of 16.2% and grew subscription services revenue by 26% year-over-year. We more than doubled the total contract value (TCV) of sales of our Evergreen//One and Evergreen//Flex offerings this year, and increased subscription services revenue to over 40% of total revenue, in-line with our long-term priorities. Stockholders have recognized our business success and the value of our long-term strategy, and our stock price has increased by over 41% during the course of fiscal 2024, hitting new record highs.

  36. 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 software-driven technology companies. | We maintained base salaries at the same levels, without any increases, and set bonus targets at similar rates as prior years — ranging from 80% to 100% of base salary. | We set cash bonus targets based on revenue growth, operating profit and NPS. Bonuses were earned based on a corporate performance factor of 76% and individual performance factors ranging from 130% to 200%. | We granted equity awards that were 100% dependent on annual revenue and subscription ARR growth. Equity awards were earned at 80% of target, based on corporate and other performance considerations. |

  37. 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 software and hardware companies, taking into account the role and performance of the individual executive officer and the performance and strategic objectives of the company. COMPENSATION DESIGN The compensation arrangements for our 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 the individual performance of an executive officer 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 few years, we have used full value performance-based equity awards that may only be earned upon the achievement of company performance objectives. 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. 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

  38. DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM

    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 Our compensation committee retained a compensation consultant to provide support and advice regarding our executive compensation program for fiscal 2024. Meridian Compensation Partners (Meridian) acted as the committee's independent executive compensation consultant. 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 2024. 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 2024, Meridian provided services to us relating to our executive and director compensation programs. Meridian maintains internal policies specifically designed to prevent conflicts of interest. The 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, significant revenue growth, headcount and comparable market capitalization, in the following sectors: applications software, systems software, internet software and services or information technology. In preparation for fiscal 2024, our compensation committee, in consultation with Meridian, evaluated our compensation peer group and made adjustments, removing companies that were deemed less relevant or had been acquired during the previous year and adding other more relevant technology companies of comparable size with which we may compete for talent. The committee generally selected a group of peer companies that, at the time of evaluation, had annual revenue between $750 million and $6 billion, as well as market capitalizations generally between two to ten times annual revenue. The committee generally selected companies with 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 Pure's underlying business fundamentals. Our compensation peer group for fiscal 2024 consisted of the following companies:

  39. 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.

  40. 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. Krysler, Colgrove, Singh and FitzSimons (based on base salary, target cash bonus and the grant date fair value of equity awards at target):

  41. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    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 2023, our compensation committee reviewed the target cash bonus opportunities of our executive officers and determined that their target cash bonus opportunities would remain at the same levels. 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 2024, without any increases as compared to the prior year:

  42. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | Name | Fiscal 2024 Target Bonus ($) | Bonus Opportunity as a % of Base Salary | | Charles Giancarlo | 800,000 | 100% | | Kevan Krysler | 500,000 | 100% | | John Colgrove | 475,000 | 100% | | Ajay Singh | 440,000 | 80% | | Dan FitzSimons | 510,000 | 100% |

  43. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | | Revenue ($M) | Funding | | Operating Profit ($M) | Funding | | NPS Score | Funding | | Maximum | 3,140 | 150% | Maximum | 505 | 150% | Maximum | 86 | 150% | | Target | 2,974 | 100% | Target | 450 | 100% | | 85 | 125% | | | 2,808 | 50% | | 395 | 50% | Target range | 80-83 | 100% | | Threshold | < 2,808 | —% | Threshold | < 395 | —% | Threshold | < 80 | —% |

  44. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | Name | Target Bonus ($) | Corporate Performance Factor | Individual Performance Factor | Actual Bonus Earned ($) | | Charles Giancarlo | 800,000 | 76% | 135% | 820,800 | | Kevan Krysler | 500,000 | 76% | 130% | 494,000 | | John Colgrove | 475,000 | 76% | 200% | 722,000 | | Ajay Singh | 440,000 | 76% | 175% | 585,200 | | Dan FitzSimons | 510,000 | 76% | 130% | 503,880 |

  45. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    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 above, which was multiplied by the 76% corporate performance factor to calculate the earned bonus amount. The actual bonus amounts above include the partial bonus payout in September 2023, and the remaining amount of the bonus, which was paid in April 2024, after the final reviews described above. ANNUAL EQUITY COMPENSATION We provide our executive officers the opportunity to earn shares of our common stock through performance-based restricted stock unit (PSU) awards. 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 as the primary form of equity incentive compensation 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 in the discretion of 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 consideration 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 granted 100% PSU awards to align our executive officers' financial incentives with company performance and the creation of stockholder value. Consistent with the bonus design process, our compensation committee evaluated the PSU program design for fiscal 2024 at its meeting in February 2023 and finalized the corporate performance metrics for the PSU awards in March 2023, with the grants effective in April 2023. Similar to prior years, 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 150% of the target share amount based on our achievement of a metric that was a combination of total revenue and the increase in our subscription ARR in fiscal 2024. The committee used its judgement to select the combined metric expected to be a balanced overall measure to incentivize the growth of Pure's business, both its core product sales and its subscription services business. Subscription ARR is a business metric that refers to total annualized contract value of all active subscription agreements on the last day of the quarter, plus on-demand revenue for the quarter multiplied by four. The combined metric relied on certain assumptions about sales performance and mix, which are inherently difficult to predict and subject to customer preference. The earned shares, if any, would be subject to a time-based vesting requirement over a three-year period from March 2023, with 1/3rd vesting in March 2024 and the remainder vesting quarterly thereafter, subject to continued service with us on each vesting date.

  46. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    During fiscal 2024, our compensation committee monitored the combined performance metric for the PSU awards. In August 2023, we discussed in our public earnings results that sales of our Evergreen//One and Evergreen//Flex offerings through the first half of the year were outperforming our expectations, that this momentum was expected to continue throughout the remainder of the year, and that this was creating near-term pressure on the total revenue growth rate, due to the difference in revenue recognition for such offerings. In September 2023, our compensation committee met and discussed the impact of this unanticipated sales shift on the combined performance metric for the PSU awards. In November 2023, we discussed in our public earnings results that annual sales of these offerings in Q3 and the opportunities in our seasonally largest quarter, Q4, were expected to more than double during the year, reaching nearly $400 million in TCV, and that the impact was creating a headwind to our annual revenue guide provided at the beginning of the year. Specifically, when excluding the impacts of the increased shift to these subscription-based offerings and a large non-cancellable order, we stated that annual revenue growth would have been 7 percent, within the annual revenue guide that we provided at the beginning of the year. In December 2023, our compensation committee met and discussed with management and Meridian the stronger-than-expected sales of these consumption- and subscription-based offerings and the appropriateness of the combined performance metric for the PSU awards. Ahead of year end and in February and March 2024, management continued to monitor and analyze the performance of the business, and our compensation committee engaged in multiple discussions with management and Meridian about the appropriate payout for the PSU awards. The committee reviewed the full year financial performance of the company, with annual revenue of $2.83 billion and subscription ARR of $1.4 billion, or metric achievement of $4.23 billion. We discussed in our public earnings results that our annual revenue growth would have been 7% for the year, or roughly $2.95 billion, or 99% of the original revenue target, but for the sales dynamics described above. The committee understood that the mix of product sales, which is recognized upon shipment, had impacted total revenue growth for the year. Our compensation committee considered other detailed analysis and related factors, and considered the appropriateness of rigidly applying the original combined metric as it would punish the executive team for doing what the committee viewed as the right thing for the long-term health of the business. The committee believes that our consumption and subscription business models will drive improved long-term growth for Pure, and understands that in the short term, sales of consumption- and subscription-based offerings can undermine appropriate, designed financial incentives for Pure's executive team.

  47. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | Reasoning for PSU adjustment | •Revenue growth would have been over 7%, within the original total revenue guidance, but for: •Stronger-than-expected sales of our subscription-based offerings, including over $400 million, or 100% growth, rather than the original expected growth of 50%, of Evergreen//One and Evergreen//Flex TCV sales. •This shift in sales mix: •reduced the mix of product sales, which are recognized upon shipment, and •directly impacted total revenue growth. •The board of directors believes that the structure of the awards needs to: •reward the desired shift to more subscription services revenue, in-line with the objectives and long-term health of the business, and •not allow a punitive result when sales of subscription-based offerings perform far ahead of original targets. | | Earned payout determination | 80% of target shares under PSU awards earned during fiscal 2024 |

  48. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    In March 2024, the committee accordingly recommended, after this deliberate and reasoned review, and our board of directors reviewed and then approved, a payout of 80% of the shares subject to the PSU awards. The earned shares started vesting in March 2024, subject to the remaining vesting period.

  49. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | Name | Target Shares | Payout | Earned Shares | | Charles Giancarlo | 405,252 | 80% | 324,202 | | Kevan Krysler | 141,838 | 80% | 113,470 | | John Colgrove | 141,838 | 80% | 113,470 | | Ajay Singh | 141,838 | 80% | 113,470 | | Dan FitzSimons | 141,838 | 80% | 113,470 |

  50. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    The amounts shown in the Summary Compensation Table for fiscal 2024 do not reflect the dollar amount actually received by our named executive officers. Instead, the amounts reflect both the aggregate grant date fair value and incremental fair value of the modification for the fiscal 2024 PSU awards. See the Summary Compensation Table and its footnotes for more information. Fiscal 2025 PSU Awards In March 2024, our compensation committee also reviewed and approved a new combined metric relating to PSU awards for fiscal 2025. Consistent with the learnings from the fiscal 2024 awards, the new metric measures both growth in revenue and TCV for Evergreen//One, Evergreen//Flex and similar offering sales, and the committee believes, based on analysis and sensitivity testing, that the revised metric should capture and appropriately incentivize more balanced growth in revenue and subscription-based sales. 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 (LTP Awards). These 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 multiple times to discuss the LTP Awards. Our board of directors believes that the LTP Awards will contribute to driving strong, sustained levels of growth in future years, inspiring innovation and resourcefulness, and creating a significant incentive to achieve Pure’s strategic priorities over a five-year period, all of which is aligned with strong stockholder value creation. The LTP Awards are structured to directly align with stockholder interests, as the awards motivate extraordinary long-term performance, are entirely at risk, and correlate directly with stockholder outcomes. By design, the market capitalization metric is intended to be challenging to achieve, and will require significant value creation that would accrue to all stockholders’ benefit before any value from the awards can be realized by our executive officers.

  51. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | LTP metric | $21.0 billion market capitalization (stock price multiplied by shares outstanding) | | Starting metric | $7.5 billion market capitalization, based on the 30-trading day average closing price for a share of Pure’s common stock ending on May 26, 2023 and shares outstanding as of the end of the quarter ended May 7, 2023 | | Vesting date | March 20, 2028 | | Measurement | 33%, 67% or 100% of award is banked if the LTP metric is achieved as of the last trading day of fiscal 2026, 2027 and 2028, respectively | | Post-vest holding period | 1 year post vesting date | | Sharing ratio | ~1% to named executive officers, based on the value of the shares divided by incremental market capitalization growth, assuming that the LTP metric is achieved |

  52. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    While the LTP Awards will not be vest until March 2028, the committee believes that the LTP Awards are working as expected, and serve as an inspiration for our executive officers to continue creating long-term value for stockholders. The LTP 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. 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. Accordingly, we do not provide perquisites to our executive officers that are not also available to our employees generally. In the future, we may provide 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. 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.”

  53. 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. 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 Effective October 2, 2023, our compensation committee 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. 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 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 2024, 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;

  54. OTHER COMPENSATION POLICIES

    •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.

  55. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS DEDUCTIBILITY OF EXECUTIVE COMPENSATION Under Section 162(m) (Section 162(m)) of the Internal Revenue Code of 1986, as amended (the Code), compensation paid to any publicly held corporation’s "covered employees" that exceeds $1 million per taxable year for any covered employee is generally non-deductible. In designing our executive compensation program and determining the compensation of our executive officers, our compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. The committee retains the flexibility to provide compensation for our executive officers in a manner consistent with the goals of our compensation program and the best interests of the company and its stockholders, which includes providing for compensation that is not deductible by the company due to the Section 162(m) deduction limit. 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 2024, 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 LTP 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 LTP Awards is being recognized over the requisite service period of nearly five years. Assumptions used in the calculation of the compensation expense for the LTP 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 April 1, 2024.

  56. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    SUMMARY COMPENSATION TABLE FOR FISCAL 2024 The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2024 and, if applicable, the prior two fiscal years.

  57. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non–Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Charles Giancarlo Chief Executive Officer | 2024 | 800,000 | — | 35,023,555 | 820,800 | 5,693 | 36,650,048 | | | 2023 | 791,667 | — | 9,469,212 | 1,000,000 | 23,244 | 11,284,123 | | | 2022 | 696,250 | — | 7,735,478 | 1,358,378 | 4,276 | 9,794,382 | | Kevan Krysler Chief Financial Officer | 2024 | 500,000 | — | 12,258,207 | 494,000 | 5,958 | 13,258,165 | | | 2023 | 497,917 | — | 3,314,240 | 750,000 | 6,096 | 4,568,253 | | | 2022 | 472,917 | — | 2,707,416 | 738,057 | 4,378 | 3,922,768 | | John Colgrove Chief Visionary Officer | 2024 | 475,000 | — | 12,258,207 | 722,000 | 6,116 | 13,461,323 | | | 2023 | 472,917 | — | 3,314,240 | 712,500 | 11,074 | 4,510,731 | | | 2022 | 445,833 | — | 2,707,416 | 870,141 | 11,920 | 4,035,310 | | Ajay Singh Chief Products Officer | 2024 | 550,000 | — | 12,258,207 | 585,200 | 5,628 | 13,399,035 | | | 2023 | 550,000 | — | 3,314,240 | 660,000 | 5,871 | 4,530,111 | | | 2022 | 550,000 | — | 2,514,031 | 858,000 | 5,836 | 3,927,867 | | Dan FitzSimons (4) Chief Revenue Officer | 2024 | 510,000 | — | 12,258,207 | 503,880 | 5,669 | 13,277,756 | | | 2023 | 509,167 | — | 2,840,764 | 637,500 | 32,501 | 4,019,932 |

  58. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    (1)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 April 1, 2024. The amounts include (i) the aggregate fair value as of the grant date for PSU awards for each year, reported at 100% target achievement, (ii) the incremental fair value of the modification for the PSU awards for fiscal 2024, and (iii) the aggregate fair value as of the grant date for LTP Awards granted in fiscal 2024. With respect to (ii), 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. With respect to (iii), the grant date fair values of the LTP 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 LTP Awards. See “Compensation Discussion and Analysis” above for the share amounts actually earned for fiscal 2024. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2024 PSU awards in the “Stock Awards” column would be as follows: Mr. Giancarlo, $14,503,970; Mr. Krysler, $5,076,382; Mr. Colgrove, $5,076,382; Mr. Singh, $5,076,382 and Mr. FitzSimons, $5,076,382. The following table summarizes the elements included in the "Stock Awards" column for fiscal 2024:

  59. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | Name | Aggregate Grant Date Value of the PSU Awards ($) | Aggregate Incremental Fair Value of the PSU Award Modifications ($) | Aggregate Grant Date Value of the LTP 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 | | Dan FitzSimons | 3,384,255 | 3,874,023 | 4,999,929 | 12,258,207 |

  60. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    (2)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.

  61. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    | 2024 PROXY STATEMENT | 49 |

  62. SUMMARY COMPENSATION TABLE FOR FISCAL 2024

    (3)The amounts shown in this column for fiscal 2024 represent company contributions that we made on behalf of the named executive officers under Pure'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. (4)Mr. FitzSimons was designated an executive officer as of December 14, 2022.

  63. OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024

    OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of February 4, 2024.

  64. OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024

    | | 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 | — | — | — | — | | | — | — | — | — | 50,233(3) | 2,122,344 | — | — | | | — | — | — | — | 189,934(4) | 8,024,712 | — | — | | | — | — | — | — | — | — | 405,252(7) | 17,121,897 | | | | | | | — | — | 813,526(8) | 34,371,474 | | Kevan Krysler | — | — | — | — | 17,582(3) | 742,840 | — | — | | | — | — | — | — | 66,480(4) | 2,808,780 | — | — | | | — | — | — | — | — | — | 141,838(7) | 5,992,656 | | | — | — | — | — | — | — | 284,734(8) | 12,030,012 | | John Colgrove | 125,000 | — | 17.00 | 9/23/2025 | — | — | — | — | | | 83,333 | — | 17.00 | 9/23/2025 | — | — | — | — | | | — | — | — | — | 17,582(3) | 742,840 | — | — | | | — | — | — | — | 66,480(4) | 2,808,780 | — | — | | | — | — | — | — | — | — | 141,838(7) | 5,992,656 | | | — | — | — | — | — | — | 284,734(8) | 12,030,012 | | Ajay Singh | — | — | — | — | 87,904(3) | 3,713,944 | — | — | | | — | — | — | — | 16,327(3) | 689,816 | — | — | | | — | — | — | — | 66,480(4) | 2,808,780 | — | — | | | — | — | — | — | — | — | 141,838(7) | 5,992,656 | | | — | — | — | — | — | — | 284,734(8) | 12,030,012 | | Dan FitzSimons | — | — | — | — | 5,332(5) | 225,277 | — | — | | | — | — | — | — | 15,697(6) | 663,198 | — | — | | | — | — | — | — | 12,548(3) | 530,153 | — | — | | | — | — | — | — | 56,982(4) | 2,407,490 | — | — | | | — | — | — | — | — | — | 141,838(7) | 5,992,656 | | | — | — | — | — | — | — | 284,734(8) | 12,030,012 |

  65. OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024

    (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.” RSU awards were granted under our 2015 Equity Incentive Plan. (2)Based on $42.25, which was the closing price of our common stock on NYSE on February 2, 2024 (the last trading day of our fiscal year). (3)These RSUs vested as to 33% on March 20, 2022, with the remaining vesting quarterly in equal installments thereafter over the next two years.

  66. OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024

    | 2024 PROXY STATEMENT | 51 |

  67. OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 4, 2024

    (4)These RSUs vested as to 33% on March 20, 2023, with the remaining vesting quarterly in equal installments over the next two years. (5)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on March 20, 2020. (6)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on March 20, 2021. (7)Amounts in this column represent the target shares for PSU awards relating to fiscal 2024. In March 2024, our board of directors determined the actual number of earned shares, based on our fiscal 2024 performance, as follows: Mr. Giancarlo, 324,202 shares; Mr. Krysler, 113,470 shares; Mr. Colgrove, 113,470 shares; Mr. Singh, 113,470 shares; and Mr. FitzSimons, 113,470 shares. One-third of the earned shares vested on March 20, 2024, with the remainder vesting quarterly in equal installments over the next two years. (8)Amount represents the target shares for the LTP Awards granted in fiscal 2024. The LTP Awards are subject to both market and service conditions. The number of shares vested under the LTP 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.

  68. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table shows executive contributions, earnings and account balances at the end of fiscal 2024 for each named executive officer participating in Pure's Deferred Compensation Plan.(1)

  69. 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 | — | — | — | — | — | | Kevan Krysler | — | — | — | — | — | | John Colgrove | — | — | — | — | — | | Ajay Singh | 562,100 | — | 62,967 | — | 659,911 | | Dan FitzSimons | — | — | — | — | — |

  70. 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 Pure 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 2024 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 Pure 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.

  71. NONQUALIFIED DEFERRED COMPENSATION

    | 52 | |

  72. 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 4, 2024, 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.

  73. POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION

    | Name | Cash Payment ($)(1) | Benefit Continuation ($) | Total ($) | | Charles Giancarlo | 800,000 | 56,049 | 856,049 | | Kevan Krysler | 250,000 | 16,153 | 266,153 | | John Colgrove | 237,500 | 15,938 | 253,438 | | Ajay Singh | 275,000 | 14,842 | 289,842 | | Dan FitzSimons | 255,000 | 15,938 | 270,938 |

  74. POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION

    (1)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.

  75. 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 4, 2024, 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.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL

    | Name | Cash Payment ($)(1) | Benefit Continuation ($)(1) | Value of Accelerated Equity Awards ($)(1)(2)(3) | Total ($) | | Charles Giancarlo | 2,000,000 | 56,049 | 27,268,953 | 29,325,002 | | Kevan Krysler | 1,000,000 | 32,307 | 9,544,275 | 10,576,582 | | John Colgrove | 950,000 | 31,875 | 9,544,275 | 10,526,150 | | Ajay Singh | 990,000 | 29,684 | 13,205,195 | 14,224,879 | | Dan FitzSimons | 1,020,000 | 31,875 | 9,818,773 | 10,870,648 |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL

    (1)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 2024 as if earned at 100%) 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 2024 as if earned at 100%) held by the executive. (2)Based on the closing market price of our common stock as of February 2, 2024 (the last trading day of our fiscal year), which was $42.25. (3)In addition to the value of accelerated equity awards set forth in this column, and as described above under the section entitled "Potential Acceleration of LTP Awards," the LTP Awards are subject to potential acceleration in the event of a change of control.

  78. POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL

    | 2024 PROXY STATEMENT | 55 |

  79. 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 2024, we identified our total employee population as of December 31, 2022, 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 2022, 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 2022. 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 2024, the median of the annual total compensation of all employees of Pure (other than our CEO), based on the selected median employee, was $175,434, and based on the annual total compensation for our CEO of $36,650,048, our ratio of CEO pay to the median employee pay was 209 to 1. The amounts included in the above pay ratio calculation reflect the grant date fair value of equity awards granted during fiscal 2024. As described in footnote 1 of the Summary Compensation Table, our CEO's fiscal 2024 total compensation includes the incremental fair value of the modification of our CEO's PSU award that occurred in March 2024. That amount does not reflect the grant of a new award, but instead represents the accounting cost of the modification. Absent the PSU award modification, our CEO's annual total compensation in fiscal 2024, inclusive of the LTP Award, would have been $25,581,323, and the fiscal 2024 pay ratio would have been 146 to 1. The pay ratio above represents Pure’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.

  80. ALTERNATIVE PAY RATIO WITH ANNUALIZED LTP AWARD

    ALTERNATIVE PAY RATIO WITH ANNUALIZED LTP AWARD As discussed in the “Compensation Discussion and Analysis,” during fiscal 2024, each of the NEOs, including our CEO, received an LTP Award as a complement to the executive officers’ annual equity grants to incentivize them to drive strong, sustained increases in stockholder value over a multi-year performance period. Under SEC disclosure rules, the entire grant date fair value of the LTP Award is required to be reported in the Summary Compensation Table in the year of grant rather than over the performance period. Accordingly, when calculating the pay ratio disclosed above, our CEO's LTP Award was included in the calculation at its full grant date fair value. When determining grant levels, however, our compensation committee considers the long-term orientation of the LTP Awards and reviews executive pay on an annualized basis rather than on a grant date basis. The committee believes that considering our CEO's LTP Award on an annualized basis is a better representation of his actual pay and provides a more direct comparison to market levels than considering the award on a grant date basis. In addition to the required pay ratio calculation above, Pure has calculated an alternative pay ratio using an adjusted amount of our CEO's compensation that annualizes his LTP Award by (i) deducting the grant date fair value of the LTP Award from fiscal 2024 compensation and (ii) instead including as fiscal 2024 compensation one-fifth of the grant date fair value of our CEO's LTP Award to reflect the LTP Award's five-year performance period. When calculated in this manner, our CEO's adjusted fiscal 2024 compensation was $25,221,635 and the fiscal 2024 pay ratio is 144 to 1. Absent the PSU award modification described above, when including only the annualized portion of the LTP Award, our CEO's fiscal 2024 annual total compensation under this alternative calculation would have been $14,152,910 and the fiscal 2024 pay ratio would have been 81 to 1. This alternative pay ratio is not a substitute for the pay ratio calculated in accordance with the SEC disclosure rules, but Pure believes it is helpful in fully evaluating the ratio of Mr. Giancarlo’s annual total compensation to the median of the annual total compensation of all of Pure’s employees.

  81. ALTERNATIVE PAY RATIO WITH ANNUALIZED LTP AWARD

    | 56 | |

  82. 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 Pure. For further information concerning Pure’s variable pay-for-performance philosophy and how Pure aligns executive compensation with Pure’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  83. 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)($) | | 2024 | 36,650,048 | 40,458,685 | 13,349,070 | 15,151,161 | 237 | 166 | 61,311 | 2,830,621 | | 2023 | 11,284,123 | 15,303,936 | 4,407,257 | 6,151,443 | 168 | 133 | 73,071 | 2,753,434 | | 2022 | 9,794,382 | 14,575,257 | 3,961,982 | 8,732,531 | 148 | 141 | (143,259) | 2,180,848 | | 2021 | 8,081,741 | 14,452,520 | 4,127,981 | 8,083,765 | 130 | 125 | (282,076) | 1,684,179 |

  84. 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 2024, 2023, 2022 and 2021. 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 (CAP) 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 reflect 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 LTP 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. Pure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary.

  85. PAY VERSUS PERFORMANCE

    | PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table (SCT) Total for PEO (column b) | 36,650,048 | 11,284,123 | 9,794,382 | 8,081,741 | | - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) | 35,023,555 | 9,469,212 | 7,735,478 | 6,695,186 | | + Year-end fair value of unvested equity awards granted in the Covered Year | 35,540,126 | 9,089,350 | 10,600,618 | 10,386,295 | | + 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 | 2,963,661 | 2,086,128 | 1,973,507 | 4,319,563 | | +/- 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 | 328,405 | 2,313,548 | (57,773) | (1,639,893) | | - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. | — | — | — | — | | CAP TO PEO (column c) | 40,458,685 | 15,303,936 | 14,575,257 | 14,452,520 |

  86. PAY VERSUS PERFORMANCE

    | 2024 PROXY STATEMENT | 57 |

  87. PAY VERSUS PERFORMANCE

    | AVERAGE FOR NON-PEO NEOS | 2024($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table (SCT) Total for PEO (column b) | 13,349,070 | 4,407,257 | 3,961,982 | 4,127,981 | | - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) | 12,258,207 | 3,195,871 | 2,642,954 | 3,050,029 | | + Year-end fair value of unvested equity awards granted in the Covered Year | 12,439,033 | 3,067,667 | 6,095,363 | 4,731,534 | | + 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 | 1,324,680 | 960,605 | 1,177,864 | 2,172,166 | | +/- 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 | 296,584 | 911,786 | 140,277 | 102,112 | | - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. | — | — | — | — | | AVERAGE CAP TO NON-PEO NEOs (column e) | 15,151,161 | 6,151,443 | 8,732,531 | 8,083,765 |

  88. 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 2023 and 2024, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford. 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.

  89. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid vs. Company TSR & Peer Group TSR | Compensation Actually Paid vs. Net Income | | | | | Compensation Actually Paid vs. Revenue | | | | We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2024, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.” | | | Revenue Non-GAAP Operating Profit Subscription Services Revenue Subscription ARR NPS |

  90. PAY VERSUS PERFORMANCE

    | 58 | |