pstg-20250428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


þ	Filed by the Registrant	¨	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Pure Storage, Inc.

(Name of Registrant as Specified In Its Charter)

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


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
þ			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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			"In the $50 billion dollar storage market, Pure alone operates with the belief that data management and storage is high technology, and we invest in it accordingly." Charles Giancarlo Chairman and CEO, Pure Storage

Dear Stockholders,

Fiscal year 2025 was a year of significant progress as our data platform strategy has fully come together to revolutionize how enterprises approach data storage and management.

This past year Pure delivered industry leading innovation, deepened our customer relationships, and delivered industry leading growth. We expanded our offerings in enterprises, hyperscalers and AI. In all these environments we delivered solutions that are more cost effective, efficient, and performant, and far simpler than competitive offerings.

A key highlight this year was the launch of Pure Fusion™ version 2.0. This transformative software enables businesses to transition from siloed datastores to a unified enterprise data cloud on our Pure platform. Fusion simplifies data management across on-prem and cloud environments, providing automation, scalability and control. It enables our customers to manage all of their data sets by software and policy rather than by manual activity. It releases customers from having to manage individual storage arrays, and enables them to manage their global data estate with software control. Fusion also automates data management tasks, improving security, compliance, and data availability.

In December 2024, we were able to announce our forecasted hyperscaler design win. Pure worked closely with Meta for over a year to qualify our Purity DirectFlash® technology for their next generation data center design. Meta selected our technology because it can be easily integrated into their existing software environment while improving performance and reliability, and reducing operating costs. Additionally, Pure DirectFlash technology reduces the space, power and cooling required for data storage in data centers by 80-90% compared to existing hard disk storage.

Our consistent Purity operating environment continued to expand its ability to support a broad range of customer use cases. We have invested in Purity for many years with the goal of supporting all of our customers' data storage needs with a single, consistent operating environment. In fiscal 2025, we introduced a significant upgrade to our file services on Purity, enabling us to compete in every segment of the file storage market.

During fiscal 2025, we extended FlashBlade® to support the world’s largest AI environments for our most demanding customers. We announced this product in early March 2025 as FlashBlade//EXA.

AI-Driven Innovation

As AI evolves and permeates industries, we are uniquely positioned to provide a broad range of storage solutions enabling enterprises to store, secure, manage, and access data seamlessly across on-premise and cloud environments.

We made notable progress this year in three key AI-related areas:

GPU and AI Training Infrastructure: Pure is a go-to partner for high-performance data storage for public and private GPU farms. Our FlashBlade platform powers machine learning and AI workloads, with solutions tailored for demanding AI training environments. With the addition of FlashBlade//EXA, we are now able to support the full spectrum of AI needs from one GPU, to 100,000 GPUs in the largest hyperscalers.

Enterprise Inference and RAG Environments: As enterprises increasingly turn to AI inference engines and retrieval-augmented generation (RAG) technologies, Pure helps them break free from fragmented storage systems limiting real-time data access for AI analytics. Our vertical Inference and RAG pods, designed in collaboration with NVIDIA, enable easy and purpose built solutions for customers looking to quickly take advantage of AI.

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Enterprise Data Transformation: Perhaps our most significant long-term opportunity is modernizing enterprise data storage infrastructure. With Pure Fusion, we empower enterprises to transform their storage environments into enterprise data clouds. This shift simplifies data management and enhances scalability, security, and performance to support advanced AI applications. Fusion also provides seamless data flow from production storage systems to power inference and RAG applications.

Energy Efficiency and Sustainability

Our commitment to reducing data center energy intensity and sustainability remains a cornerstone of our business model. As AI introduces new power demands, we see increased interest from hyperscalers and enterprise customers to reduce their energy consumption. Using our DirectFlash technology, customers can reduce total data center energy and space usage by up to 20% – freeing valuable power and space for AI and other critical workloads, driving down their carbon footprints, and contributing to their sustainability goals.

Our //E family of products, which continued its strong growth, exemplifies this commitment. By replacing traditional hard disk systems with our flash-based technology, customers achieve superior performance and dramatically reduce power, space, and cooling requirements. This shift is vital in environments where energy consumption faces increased scrutiny, and businesses seek ways to operate more efficiently.

New Strategic Collaborations

Pure’s collaboration with Meta is redefining hyperscaler storage management, offering a cost-effective and energy-efficient path forward. Our design win with Meta signifies the beginning of a new era in hyperscale environments. We expect Pure’s technology to replace both hard disk drives and SSDs across multiple storage tiers in their environment in the next few years. We expect commercial deployment to begin in fiscal 2027, with early trials starting this year.

We also expanded our collaboration with NVIDIA, and cemented our leadership in the AI space. Pure received certification for the NVIDIA DGX SuperPOD architecture, and announced FlashBlade//EXA which we expect to make available in the middle of this year.

Financial Performance and Market Outlook

Despite a challenging macroeconomic environment, we continued to outperform our peers. Our growth underscored the success of our strategy, the strength of our product offerings, and our competitive market positioning. We are confident in our ability to continue to take share, driven by our leadership in storage, our development of enterprise data cloud solutions for AI-ready storage, and energy-efficient storage technologies.

Looking ahead, we will continue pushing the boundaries of data management and storage. We remain focused on expanding our product capabilities, driving further adoption of our cloud operating model, expanding our AI footprint, and broadening our hyperscaler relationships.

Conclusion

Pure Storage entered this fiscal year with strong growth prospects and an unwavering commitment to innovation. In the 50 billion dollar storage market, Pure alone operates with the belief that data management and storage is high technology, and we invest in it accordingly. Our unified Pure platform and market-leading innovations in Flash technology, AI, and sustainability will ensure we remain at the forefront of the industry for years to come.

We appreciate your consistent support and look forward to capitalizing on the opportunities ahead.

Sincerely,

CHARLES GIANCARLO
Chairman and CEO, Pure Storage

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2555 Augustine Dr.
Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

LOCATION

RECORD DATE

June 11, 2025 at 7:30 am PT

Via live webcast at www.virtualshareholdermeeting.com/PSTG2025

April 17, 2025

Only stockholders of record at the close of business on the record date may vote at the meeting or any adjournment thereof.

VOTING PROPOSALS


						Board Recommendation
PROPOSAL 1: To elect four Class I directors to serve until our annual meeting of stockholders in 2028;						FOR each nominee
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2026; and						FOR
PROPOSAL 3: To consider an advisory vote on the compensation of our named executive officers, as described in this proxy statement.						FOR

These items of business are more fully described in the proxy materials accompanying this notice. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting. This proxy statement and the proxy card or the Notice of Internet Availability of Proxy Materials are first being mailed or made available to all stockholders of record on or about May 2, 2025.

By Order of the Board of Directors

NICOLE ARMSTRONG

Chief Administrative & Legal Officer and Corporate Secretary

Santa Clara, California

May 2, 2025



You are cordially invited to attend the virtual annual meeting. Whether you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy or notice card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the meeting, you must follow the instructions from such agent.


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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON


PROPOSAL 1: ELECTION OF CLASS I DIRECTORS

Scott Dietzen, Charles Giancarlo, John Murphy, and Greg Tomb have been nominated for election as Class I directors. Our board of directors and our nominating and corporate governance committee believe that the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice to our management team.

The board of directors recommends a vote FOR each nominee.


PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our board of directors and audit committee (our audit committee) believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2026 is in the best interests of our company and its stockholders. As a matter of good corporate governance, our board of directors is asking stockholders to ratify the selection of the independent registered public accounting firm.

The board of directors recommends a vote FOR this proposal.


PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our executive compensation program is designed to promote long-term stockholder value creation and support our strategy by encouraging growth while prudently managing profitability and risk, attracting and retaining key talent, and appropriately aligning pay with performance.

The board of directors recommends a vote FOR this proposal.


			2025 PROXY STATEMENT			5

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PROXY STATEMENT SUMMARY

FISCAL 2025 BUSINESS AND FINANCIAL HIGHLIGHTS

Growth

$3.17 Billion

FY25 Annual Revenue

Customers

13,500+

Global Customers

Leadership

Gartner Magic

Quadrant

11X leader!

~62%

Of Fortune

500 Companies

$1.7 Billion

Q4 FY25 Subscription Annual Recurring Revenue (ARR)

1,000

New Customers

in FY25

Net promoter Score

Among the highest in the industry

Data is foundational to our customers’ digital transformation, and we are focused on delivering an innovative and disruptive data storage platform that enables customers to maximize the value of their data.

We are a global leader in data management and storage with a mission to redefine the data experience by simplifying how people manage, consume and interact with data. Our vision of an all-flash data center integrates our foundation of simplicity and reliability with four major market trends that are impacting all organizations: (1) the shift to modernizing today's data infrastructure with all-flash; (2) the increase of modern cloud-native applications; (3) increasing demand to consume data storage as a service; and (4) increasing demand for data storage to support the acceleration in artificial intelligence adoption while managing rising energy costs.

Our data storage platform supports structured and unstructured data, at scale, and across any data workloads, on premises, in the cloud, and hosted environments, and makes it possible for customers to construct their Enterprise Data Clouds (EDC). EDCs allow customers to serve a variety of data workloads including mission-critical production, test and development, analytics, disaster recovery, backup and restore, AI and machine learning with a single consistent, highly automated and agile cloud operating model.

Our highlights for fiscal 2025 include:

•Continued Hyperscale Progress: We achieved an industry-first design win with Meta, bringing Pure's DirectFlash® software into massive-scale environments traditionally dominated by hard disk drives. We also announced a strategic collaboration with Kioxia and expanded its partnership with Micron Technology, enabling high-capacity, energy-efficient solutions for hyperscale environments.

•Market-Leading Portfolio Innovation: We released Pure Fusion™ v2, unlocking the ability for customers to operate their storage environments as EDCs, mirroring the benefits and efficiencies of hyperscaler operations. Additionally, we expanded the Pure//E™ family, which offers customers better economics, superior power and density efficiencies compared to disk, and is displacing disk in data centers.

•Accelerating Enterprise AI Adoption: We achieved certification of FlashBlade//S500 with NVIDIA DGX SuperPOD, optimizing AI training environments for performance, power efficiency, and scalability; and introduced validated reference architectures for NVIDIA OVX-ready solutions and BasePod certification. In addition, we launched the Pure Storage GenAI Pod, a full-stack generative AI solution designed to simplify and accelerate enterprise AI deployments..

•Industry Recognition: Pure was named a leader in the Gartner Magic Quadrants for Primary Storage Platforms, marking its 11th consecutive year as a leader. Pure was also recognized in Fortune's Best Places to Work in Technology in 2024.

Our four strategic growth pillars are: (i) expand All-Flash into new use cases served by disk today; (ii) deliver hybrid cloud architecture and data services for modern applications; (iii) grow our subscription services business and drive differentiation with our as-a-Service and Cloud operating model; and (iv) expand our AI portfolio into the most demanding specialty Graphics Processing Unit clouds and high-performance computing environments.


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PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2025:

INDEPENDENCE


			Independent
			Non-Independent

TENURE


			0 to 4 years
			4 to 8 years
			>8 years

AGE


			50-55
			56-60
			>60

GENDER


			Female
			Male

UNDERREPRESENTED COMMUNITIES (URC)


			URC (Ethnic, racial or LGBTQ diversity)
			Non-URC

BOARD MEMBERS

The following table provides summary information about each director nominee and other directors as of April 30, 2025.


					Board Committees
Name	Class	Age	Indep.	Director Since	Audit	Compensation	Governance	Risk	Other Public Boards
2025 Director Nominees
Scott Dietzen Vice Chairman and Former CEO, Pure Storage	I	62	Yes	2010					-
Charles Giancarlo Chairman and Chief Executive Officer	I	67	No	2017					2
John Murphy Former Chief Financial Officer, Adobe	I	56	Yes	2021					2
Greg Tomb President, Censia	I	59	Yes	2020					-
Continuing Directors
Andrew Brown Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics	II	61	Yes	2019					1
John “Coz” Colgrove Chief Visionary Officer	II	62	No	2009					-
Jeff Rothschild Former VP of Technology, Facebook	III	70	Yes	2018					-
Roxanne Taylor Former Chief Marketing & Communications Officer, Accenture	II	68	Yes	2019					1
Susan Taylor Former Chief Accounting Officer, Meta Platforms	III	56	Yes	2018					-
Mallun Yen Founder and General Partner, Operator Collective	III	54	Yes	2021					-

Chair

Member

Chair/Financial Expert

Member/Financial Expert


			2025 PROXY STATEMENT			7

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PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2025, our compensation and talent committee (our compensation committee) approved compensation packages for our executive officers that maintained our robust pay-for-performance philosophy. Fiscal 2025 cash bonus awards relied on annual revenue, non-GAAP operating profit and customer satisfaction metrics, as well as individual performance. With one exception, fiscal 2025 equity awards were 100% performance-based awards, based on an annual metric that measured revenue and total contract value (TCV) sales of our storage-as-a-service offerings. These performance-based equity awards are further subject to time-based vesting over a multi-year period. Our pay-for-performance program worked. We set targets that were challenging -- growing our subscription sales and maintaining revenue growth, profitability and high customer satisfaction. We met or exceeded revenue, profitability and NPS targets, and bonus awards was earned. Due to falling short of our TCV target for sales of our storage-as-a-service offerings, the equity awards were earned at 73% of target. The program is discussed in detail in the section titled “Compensation Discussion and Analysis” below.

OUR EXECUTIVE COMPENSATION PRACTICES

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and ensure that compensation is meaningfully tied to the creation of long-term stockholder value. Listed below are highlights of our compensation policies and practices:

WHAT WE DO

WHAT WE DON’T DO

•Primarily performance-based cash and equity incentives

•Caps on performance-based cash and equity incentive compensation as relates to the corporate performance factor

•100% independent directors on our compensation committee

•Independent compensation consultant engaged by our compensation committee

•Annual review and approval of our compensation strategy

•Significant portion of compensation based on corporate metrics

•Three-year equity vesting period

•Stock ownership guidelines

•Policy regarding incentive compensation clawback

•No “single trigger” change of control payments or benefits

•No post-termination retirement or pension-type non-cash benefits

•No perquisites other than those available to our employees generally

•No tax gross-ups for change of control payments or benefits

PERFORMANCE-BASED EXECUTIVE OFFICER PAY

The chart below shows the pay components and mix for our Chief Executive Officer for fiscal 2025 (based on base salary, target cash bonus and grant date fair value of equity award at target). This chart illustrates the predominance of at-risk and performance-based components in our executive compensation program. Our other executive officers have pay packages that are similarly weighted toward performance-based components. We believe these components provide a compensation package that helps attract and retain qualified individuals, focuses the efforts of our executive officers on the achievement of both our short-term and long-term objectives and aligns the interests of our officers with those of our stockholders.


CEO - % OF TOTAL TARGET PAY


6% Base Salary			8% Cash Bonus			86% Equity

Fiscal 2025 compensation demonstrates our commitment to our pay-for-performance philosophy. 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).


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TABLE OF CONTENTS


Proxy Statement Summary						5

Proposal 1 – Election of Directors						11

Nominees for Election Until the 2028 Annual Meeting of Stockholders						13
Board of Directors Role and Responsibilities						18
Board Structure and Processes						22
Transactions with Related Persons						26
Director Compensation						27

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm						29

Pre-Approval Policies and Procedures						30
Audit Committee Report						30

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						31

Compensation Committee Report						31
Our Executive Officers						32
Compensation Discussion and Analysis						33


Executive Compensation						47

Summary Compensation Table for Fiscal 2025						47
Grants of Plan–Based Awards Table in Fiscal 2025						48
Outstanding Equity Awards as of February 2, 2025						49
Stock Awards Vested in Fiscal 2025						50
Nonqualified Deferred Compensation						50
Employment, Severance and Change in Control Agreements						51
Pay Ratio Information						54
Pay Versus Performance						55

Stock Ownership Information						58

Security Ownership						58
Delinquent Section 16(a) Reports						59
Equity Compensation Plan Information						60

Questions and Answers A bout These Proxy Materials and Voting						61


			2025 PROXY STATEMENT			9

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2555 Augustine Dr.
Santa Clara, California 95054

PROXY STATEMENT

For the 2025 Annual Meeting of Stockholders

To Be Held On June 11, 2025 at 7:30 am PT

Our board of directors is soliciting your proxy to vote at the 2025 annual meeting of stockholders of Pure Storage, Inc., a Delaware corporation (Pure), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/PSTG2025, originating from Santa Clara, California, on Wednesday, June 11, 2025 at 7:30 am PT, and any adjournment or postponement thereof.

For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 27, 2025, to our stockholders primarily via the internet. Beginning on or about May 2, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and the cost of our annual meetings.

To attend, vote, and submit questions during the annual meeting visit www.virtualshareholdermeeting.com/PSTG2025 and enter the 16-digit control number included in the Notice or on your proxy card. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2025.

Only stockholders of record at the close of business on April 17, 2025 (the record date) will be entitled to vote at the meeting. On the record date, there were 327,142,977 shares of common stock outstanding and entitled to vote. Each holder of common stock will have the right to one vote per share. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at our address above. The stockholder list will also be available online during the meeting. If you plan to attend the meeting online, please see the instructions elsewhere in this proxy statement.

In this proxy statement, we refer to Pure Storage, Inc. as “Pure Storage,” "Pure," "the company," “we” or “us” and the board of directors of Pure as “our board of directors.” Our Annual Report on Form 10-K, which contains consolidated financial statements as of and for the fiscal year ended February 2, 2025 (fiscal 2025), accompanies this proxy statement. You may also obtain a copy of our Annual Report on Form 10-K relating to fiscal 2025, without charge, by writing to our Secretary at our address above.


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PROPOSAL 1 ELECTION OF DIRECTORS

Our board of directors recommends a vote FOR all Class I director nominees.

Our board of directors currently consists of ten members. Our board is divided into three classes with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Scott Dietzen, Charles Giancarlo, John Murphy, and Greg Tomb are currently directors of Pure and have been nominated to continue to serve as Class I directors. Each of these nominees has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees will serve until the annual meeting of stockholders to be held in 2028 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Our nominating and corporate governance committee (our governance committee) seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the governance committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to the effective functioning of our board of directors.

VOTE REQUIRED

Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the four nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our governance committee.

DIRECTOR NOMINATION AND BOARD REFRESHMENT PROCESS

In evaluating candidates for our board, our governance committee considers such factors as possessing relevant expertise to be able to offer advice and guidance to management, having sufficient time to devote to the company's affairs, having the ability to read and understand basic financial statements, demonstrated commitment to the highest personal integrity and ethics, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. These qualifications may be modified from time to time. The governance committee also considers the board's overall balance in terms of diversity of thought, experiences, backgrounds, cultures, and ideas (including corporate backgrounds beyond the executive suite and non-corporate backgrounds). The governance committee takes into account the current composition of our board of directors, the operating requirements of the company and the long-term interests of stockholders. It is the policy of the board of directors to include qualified diverse candidates in the pool from which director nominees are considered.

In the case of incumbent directors whose terms of office are set to expire, our governance committee will review the directors’ prior service to us, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the governance committee also evaluates whether the nominee is independent, based upon applicable NYSE listing standards and SEC rules and regulations, and the advice of counsel, if necessary. The governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. The governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.


			2025 PROXY STATEMENT			11

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PROPOSAL 1 - ELECTION OF DIRECTORS

Our governance committee intends to evaluate director candidates recommended by stockholders based on the factors and qualifications discussed above, though it has not implemented a formal policy regarding such process. Our board believes that it is appropriate that the governance committee does not have such a policy because it reviews all candidates in the same manner regardless of the source of the recommendation. The governance committee may in the future implement a formal policy regarding consideration of director candidates recommended by stockholders.

Below is a summary of the primary skills, experience and qualifications that our directors bring to our board of directors:


Area of Expertise		Description	Number of Directors with the Capability
	Industry / Technology Expertise	Insight in the cloud, data and software industry to oversee our business and the risks we face.	llllllllll
	CEO Experience	Expertise shaping strategy, performance, prioritization and scale leadership as CEO.	lllll
	Senior Leadership Experience	Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations and policies.	llllllllll
	Financial Knowledge and Expertise	Knowledge of financial markets, financing and accounting and financial reporting processes.	llllll
	Human Capital Management	Experience attracting and retaining top talent to advise and oversee our people and compensation policies.	lllllllll
	Cybersecurity	Experience, education or certification in cybersecurity, or other knowledge, skills or other background in cybersecurity.	lllll
	Emerging Technologies and Business Models	Experience identifying and developing emerging technologies and business models to advise, analyze and strategize regarding disrupting our industry, business and company.	lllllllll
	As-a-Service Experience	Experience building a sustainable subscription business.	llllll
	Global / International	Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business.	lllllllll
	Sales / GTM	Sales experience to provide expertise and guidance to grow sales and enhance our brand.	llllll
	Marketing	Marketing and brand management experience to provide expertise and guidance to enhance our brand.	llllll
	Governance, Risk Oversight and Compliance	Experience in public company corporate governance, risk oversight and management, compliance, policy and creating long term sustainable value.	lllllll

Our board of directors believes that rotation of directors is integral to an effective governance structure. Moreover, rotation brings diverse viewpoints, new perspectives, and a variety of skills and professional experiences, which are important components of governance and promoting the long-term interests of stockholders. In identifying board candidates, our board of directors seeks candidates with diverse backgrounds and believes that a greater breadth of personal and professional experience improves the quality of decision making and enhances business performance. Our board of directors has a range of tenures among its continuing directors, with an average tenure of approximately 7.6 years as of April 30, 2025.


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PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINEES FOR ELECTION UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS


	SCOTT DIETZEN Vice Chairman, Independent
	Age: 62	Director Since: October 2010

Vice Chairman Chief Executive Officer, Augment Committee(s): Governance Risk	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., 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.

SEC Form DEF 14A filed by Pure Storage Inc.