Document

DEF 14A 1 purestorageproxy2021.htm DEF 14A Document

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 Pursuant to §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 THE APPROPRIATE BOX):
þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-1.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Table of Contents

Table of Contents

650 Castro Street

Mountain View, California 94041

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

LOCATION

RECORD DATE

June 15, 2021 at 9:00 am PT

Via live webcast at www.virtualshareholdermeeting.com/PSTG2021

April 16, 2021

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

VOTING PROPOSALS


						Board Recommendation
PROPOSAL 1: To elect three Class III directors to serve until our annual meeting of stockholders in 2024;						FOR each Class III
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 6, 2022; 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 5, 2021.

By Order of the Board of Directors

CHARLES GIANCARLO

Chairman and Chief Executive Officer

Mountain View, California

May 5, 2021


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.


			2021 PROXY STATEMENT			3

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON


PROPOSAL 1: ELECTION OF CLASS III DIRECTORS
Jeff Rothschild, Anita Sands and Susan Taylor have been nominated for election as Class III directors. Our board of directors and 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 believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 6, 2022 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 audit committee’s 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.


4

Table of Contents

PROXY STATEMENT SUMMARY

FISCAL 2021 BUSINESS AND FINANCIAL HIGHLIGHTS

We made continued progress on our key company initiatives in our fiscal year ended January 31, 2021 (fiscal 2021).

We are fundamentally changing the expectations for data and storage management -- enabling code-based, real-time access to resilient hybrid cloud data storage for IT, Developers and DevOps alike, and automating sophisticated data management operations.

Our highlights for fiscal 2021 include:

•Leader in the Gartner Magic Quadrant for Primary Storage Arrays: Pure was named the clear leader, positioned highest on the ability to execute axis and furthest on the completeness of vision axis in the 2020 Gartner Magic Quadrant.

•Strong Subscription Services Momentum: Pure delivers true flexible storage consumption, a cloud experience on-prem, provides an easy path to move data to the cloud, and aligns spend with actual consumption. In Q4, Pure expanded the Pure as-a-Service offering with a new Service Catalog aimed at revolutionizing the industry by publishing transparent pricing for on-prem and hybrid cloud storage delivered as-a-Service, providing a seamless purchasing model for customers.

•Market-Leading Portfolio Innovation: Pure continued its pace of innovation across the portfolio to enable new use cases and render hybrid-disk arrays obsolete. Among this year’s new offerings, Pure expanded the industry-defining unified, fast file and object FlashBlade with scale-out native SMB support and the industry’s first all-QLC solution with the third generation FlashArray//C. Both products achieved consecutive record sales quarters in fiscal 2021.

•Extending Kubernetes Market Leadership with Portworx: With Portworx fully integrated into Pure, the company delivers the industry’s most complete Kubernetes Data Services Platform, supporting cloud native applications on any infrastructure, on-prem or in-cloud. In Q4, we saw significant growth of in-cloud deployments of Portworx and traction through the IBM partnership both in-cloud and on-prem via our best-in-class support for Red Hat OpenShift. Portworx was named a leader in the GigaOm Radar for Data Storage for Kubernetes and for Kubernetes Data Protection.

Looking forward, we plan to continue to (i) invest in product innovation and technology leadership and enhance our flash-optimized software and hardware portfolio, (ii) lead the market and expand our as-a-Service and subscriptions offerings, and (iii) grow our base of customers, including large customers, by promoting our platform, increasing our investment in sales and marketing and leveraging our network of channel partners.


			2021 PROXY STATEMENT			5

Table of Contents

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2021:

INDEPENDENCE

TENURE

AGE

GENDER

BOARD MEMBERS

The following table provides summary information about each director nominee and other directors as of April 30, 2021.

Board Committees

Name

Class

Age

Independent

Director
Since

Audit

Compensation

Nominating
and Corporate
Governance

2021 Director Nominees

Jeff Rothschild

Advisor and Venture Partner, Accel Partners

III

Yes

2018

Anita Sands

Former Group Managing Director and

Head of Change Leadership, UBS Financial Services

III

Yes

2015

Susan Taylor

Chief Accounting Officer, Facebook

III

Yes

2018

Continuing Directors

Andrew Brown

Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics

Yes

2019

John “Coz” Colgrove

Chief Technology Officer

2009

Scott Dietzen

Vice Chairman and Former Chief Executive Officer, Pure Storage

2010

Mark Garrett

Former Chief Financial Officer, Adobe Systems

Yes

2015

Charles Giancarlo

Chairman and Chief Executive Officer

2017

Roxanne Taylor

Chief Marketing and Communications Officer, Memorial Sloan Kettering

Yes

2019

Greg Tomb

President, SAP Cloud Sales and GTM

Yes

2020

Chair

Member

Chair/Financial Expert

Member/Financial Expert


6

Table of Contents

PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2021, our executives and compensation committee faced a great deal of uncertainty in the market for data storage solutions and in the macro environment due to the COVID-19 pandemic. Our compensation committee reviewed our executive compensation program in the context of that uncertainty and still maintained our “pay for performance” philosophy.

Fiscal 2021 bonus awards relied on a customer satisfaction metric and a new relative growth metric developed specifically for the fiscal 2021 environment, and fiscal 2021 equity awards were 100% performance-based awards, based on the new relative growth metric. These equity awards are further subject to time-based vesting over a multi-year period. Our program balanced our corporate performance objectives against our need to incentivize and reward our executives in the face of substantial uncertainty. Pure delivered great strength and growth in the face of the COVID-19 pandemic, maintaining year-over-year growth in a declining market, and emerging as a company prepared for accelerated growth and market share gains. Details of these awards, the performance metrics and payouts are 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
•Performance-based cash and equity incentives •Caps on performance-based cash and equity incentive compensation •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 executive compensation based on corporate metrics •Three-year equity award vesting period in addition to performance requirements •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

OUR FISCAL 2021 EXECUTIVE OFFICER PAY

The chart below shows the pay mix of our Chief Executive Officer and the components of Chief Executive Officer pay for fiscal 2021 (based on the values reported in the Summary Compensation Table). 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 executive officers with those of our stockholders.


Chief Executive Officer


			2021 PROXY STATEMENT			7

Table of Contents

TABLE OF CONTENTS


Proxy Statement Summary						4

Proposal 1 – Election of Directors						10

Nominees for Election Until the 202 4 Annual Meeting of Stockholders						11
Board of Directors Role and Responsibilities						17
Board Structure and Processes						19
Transactions with Related Persons						24
Director Compensation						25

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm						27

Pre-Approval Policies and Procedures						28
Audit Committee Report						28

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						29

Compensation Committee Report						29


Our Executive Officers						30
Compensation Discussion and Analysis						32

Executive Compensation						44

Summary Compensation Table for Fiscal 2021						44
Grants of Plan–Based Awards Table in Fiscal 2021						45
Outstanding Equity Awards as of January 31, 2021						46
Stock Awards Vested and Options Exercised in Fiscal 2021						47
Employment, Severance and Change in Control Agreements						48
Pay Ratio Information						51

Stock Ownership Information						52

Security Ownership						52
Delinquent Section 16(a) Reports						53
Equity Compensation Plan Information						54

Questions and Answers about These Proxy Materials and Voting						55


8

Table of Contents

650 Castro Street

Mountain View, California 94041

PROXY STATEMENT

For the 2021 Annual Meeting of Stockholders

To Be Held On June 15, 2021 at 9:00 am PT

Our board of directors is soliciting your proxy to vote at the 2021 annual meeting of stockholders of Pure Storage, Inc., a Delaware corporation (Pure), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/PSTG2021, originating from Mountain View, California, on Tuesday, June 15, 2021 at 9:00 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 25, 2021, to our stockholders primarily via the internet. Beginning on or about May 5, 2021, 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 cost of our annual meetings.

To attend, vote, and submit questions during the annual meeting visit www.virtualshareholdermeeting.com/PSTG2021 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/PSTG2021.

Only stockholders of record at the close of business on April 16, 2021 will be entitled to vote at the meeting. On this record date, there were 283,289,917 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 January 31, 2021 (fiscal 2021), accompanies this proxy statement. You also may obtain a copy of our Annual Report on Form 10-K for January 31, 2021 that was filed with the SEC, without charge, by writing to our Secretary at our address above.


			2021 PROXY STATEMENT			9

Table of Contents


PROPOSAL 1 ELECTION OF DIRECTORS
Our board of directors recommends a vote FOR all Class III director nominees.

Our board of directors currently consists of ten members. Our board is divided into the 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.

Jeff Rothschild, Anita Sands and Susan Taylor are currently directors of Pure and have been nominated to continue to serve as Class III 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 would serve until the annual meeting of stockholders to be held in 2024 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal. Mark Garrett notified Pure of his intention to step down from Pure's board of directors by the end of calendar year 2021 in order to focus on other commitments.

Our nominating and corporate 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 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 three 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 three 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 nominating and corporate governance committee.

DIRECTOR NOMINATION AND BOARD REFRESHMENT PROCESS

In evaluating candidates for our board, our nominating and corporate 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 affairs of the company, 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 committee also considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of our board of directors and the company, to maintain a balance of knowledge, experience and capability. The 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.

In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate 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, our nominating and corporate governance committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our nominating and corporate 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. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.


10

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

Our nominating and corporate 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 nominating and corporate 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 committee may implement a formal policy regarding consideration of director candidates recommended by stockholders in the future.

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

•Executive leadership

•Technology expertise

•Sales and marketing experience

•Finance and accounting expertise

•Operational experience

•Experience in the enterprise IT industry

Our board of directors believes that rotation of directors is integral to an effective governance structure. Moreover, rotation brings diverse viewpoints and new perspectives, 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 balance of new and continuing directors, with an average tenure of approximately 4.8 years as of April 30, 2021.

NOMINEES FOR ELECTION UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS


						JEFF ROTHSCHILD Independent

Advisor and Venture Partner, Accel Partners Age: 66 Director Since: April 2018 Committee(s): Nominating and Corporate Governance						BACKGROUND Since 1999, Mr. Rothschild has served as an Advisor and Venture Partner at Accel Partners, a venture capital firm. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild previously 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, as well as his relevant infrastructure knowledge and customer perspective.


			2021 PROXY STATEMENT			11

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS


						ANITA SANDS Independent

Former Group Managing Director and Head of Change Leadership, UBS Financial Services Age: 44 Director Since: July 2015 Committee(s): Audit Nominating and Corporate Governance (Chair)						BACKGROUND From 2012 to 2013, Dr. Sands served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm. From 2010 to 2012, Dr. Sands served as Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services. From 2009 to 2010, Dr. Sands served as Transformation Consultant at UBS Financial Services. From 2008 to 2009, Dr. Sands served as Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Prior to that, Dr. Sands also held several leadership positions with RBC Financial Group and CIBC. Dr. Sands currently serves on the board of directors of iStar, Inc., Khosla Ventures Acquisition Co II, ServiceNow, Inc. and SVF Investment Corp. Dr. Sands previously served as a director of Symantec from 2013 to 2019. Dr. Sands earned a B.S. in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and Molecular Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Sands’ qualifications for board service include her extensive leadership and operational experience at global financial services firms, as well as her service as a director of multiple large technology companies.


						SUSAN TAYLOR Independent

Chief Accounting Officer, Facebook Age: 52 Director Since: October 2018 Committee(s): Audit Compensation (Chair)						BACKGROUND Since April 2017, Ms. Taylor has served as Chief Accounting Officer of Facebook, Inc., a social media and technology company. From January 2012 to March 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 management and financial experience, as well as her technology industry knowledge and operational experience.


12

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2022 ANNUAL MEETING OF STOCKHOLDERS


						SCOTT DIETZEN Vice Chairman

Vice Chairman Age: 58 Director Since: October 2010 Committee(s): None						BACKGROUND Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from October 2010 to August 2017, and as our Chairman from August 2017 to September 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as Interim Senior Vice President 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 BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company that was acquired by IBM. 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.


			2021 PROXY STATEMENT			13

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS


						CHARLES GIANCARLO Chairman

Chairman and Chief Executive Officer Age: 63 Director Since: August 2017 Committee(s): None						BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer and as a member of our board of directors 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. From 2008 to 2009, Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya. 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 and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and Zscaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture PLC, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received 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, as well as his relevant industry knowledge.


						GREG TOMB Independent

President, SAP Cloud Sales and GTM Age: 55 Director Since: February 2020 Committee(s): None						BACKGROUND Mr. Tomb has been with SAP, a multinational provider of enterprise application software and software-related services, since 2003 and has served as President of SAP Cloud Sales and GTM since March 2020. Mr. Tomb served as President of SAP SuccessFactors, from July 2017 to March 2020 and has held responsibilities for SAP HANA Enterprise Cloud business and SAP's Global Services Organization. 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 Bachelor of Science 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 technology and sales expertise, with a focus on sales and implementation of enterprise and cloud-based business applications.


14

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING OF STOCKHOLDERS


						ANDREW BROWN Independent

Chief Executive Officer, Sand Hill East Age: 57 Director Since: September 2019 Committee(s): Compensation						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. Since 2006, he has also been the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company. From September 2010 to October 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 currently sits on the board of directors of Zscaler and Guidewire Software. Mr. Brown holds a Bachelor of Science in Chemical Physics from University College London. QUALIFICATIONS FOR BOARD SERVICE Mr. Brown is qualified to serve as a member of our board of directors based on his extensive technology expertise, including as chief technology officer of multiple large financial firms, as well as his service on the board of directors of other publicly held companies.


						JOHN “COZ” COLGROVE

Founder and Chief Technology Officer Age: 58 Director Since: October 2009 Committee(s): None						BACKGROUND Mr. Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure in October 2009. 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 225 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his industry knowledge and his experience as a founder of Pure, as well as his leadership experience and deep technical expertise.


			2021 PROXY STATEMENT			15

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS


						MARK GARRETT Independent

Former Chief Financial Officer, Adobe Systems Age: 63 Director Since: July 2015 Committee(s): Audit (Chair)						BACKGROUND From February 2007 to April 2018, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett currently serves on the board of directors of Cisco Systems, Inc., GoDaddy, Inc., Nightdragon Acquisition Corporation and Snowflake Inc. Mr. Garrett previously served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in Accounting and Marketing from Boston University and an M.B.A. from Marist College. QUALIFICATIONS FOR BOARD SERVICE Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.


						ROXANNE TAYLOR Independent

Chief Marketing and Communications Officer, Memorial Sloan Kettering Age: 64 Director Since: February 2019 Committee(s): Compensation Nominating and Corporate Governance						BACKGROUND Ms. Taylor has served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, since February 2020. From 2007 until December 2017, Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company. 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 experience, as well as her technology industry knowledge.


16

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

BOARD OF DIRECTORS ROLE AND RESPONSIBILITIES

RISK OVERSIGHT

Our board of directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance, and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.

Beginning in the first quarter of fiscal 2021, our board of directors has received and considered regular updates from our management team on the COVID-19 pandemic as part of its oversight of the company and its business.



Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.						Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal, cyber-security, financial, tax and audit-related risks.management provides our audit committee periodic reports on our compliance programs and investment policy and practices.

COMPENSATION RISK ASSESSMENT

Our compensation committee assesses and monitors whether any of our compensation policies, practices and programs has the potential to encourage excessive risk-taking. Based on that review, we have concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our company for the following reasons:

•Our equity awards for senior executive officers have both performance vesting criteria, as well as time-based vesting criteria, which balances competing short-term and long-term incentives;

•Our equity awards are full value awards and are granted on an annual basis with long-term, overlapping vesting periods to motivate recipients to focus on sustained stock price appreciation;

•Our performance equity and bonus awards contain a cap on maximum payout;

•Our compensation committee has retained an independent compensation consultant to provide objective advice on matters related to the compensation of our executive officers and non-employee directors; and

•Our compensation committee annually reviews competitive benchmarking data in setting pay mix, targets and long-term incentive elements for our executive officers’ packages.

COMPLIANCE AND ETHICS

We pride ourselves on our culture and our company values. We strive to embody these values in everything we do. Just as important are our underlying common principles of Integrity, Honesty and Respect for Others—these truly define us and are at the heart of our code of conduct, which applies to all of our directors, officers and employees. Our code of conduct goes beyond merely fulfilling legal requirements—at Pure, conduct counts.

All of our employees are required to complete training courses on our code of conduct and acknowledge and certify compliance with our code of conduct and other key policies on an annual basis. In addition, we conduct mandatory trainings to address compliance risks associated with specific roles in our company. We also maintain an ethics hotline where employees and third-parties can anonymously report any concerns about possible violations of our code. We thoroughly investigate any information we receive through the hotline or otherwise and take appropriate remedial action when necessary. Conduct counts for our business partners as well. We conduct due diligence on new partners and vendors to


			2021 PROXY STATEMENT			17

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

confirm compliance with relevant laws. Our business partners are expected to comply with our partner code of conduct and we conduct periodic audits to confirm that our code is followed in practice. We plan to disclose future amendments to certain provisions of our code of conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website.

Our board of directors has also adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of the business of the company in accordance with its fiduciary responsibilities. Our code of conduct, applicable waivers thereof, and our corporate governance guidelines are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com.

CORPORATE SOCIAL RESPONSIBILITY

Pure launched our Corporate Social Responsibility (CSR) program alongside our initial public offering in 2015. Our CSR commitment extends beyond our technology and focuses on issues that align with our business strategy, including community involvement where our employees are located, improving our environmental impact, and our efforts around Inclusion, Diversity & Belonging.

PHILANTHROPY & VOLUNTEERISM

When the COVID-19 pandemic hit in early 2020, Pure knew it was important to provide resources to assist our communities as quickly as possible. In conjunction with our established partnerships and with COVID consortiums, we were able to respond quickly by providing over $250,000 to various organizations, including the Silicon Valley Community Foundation COVID-19 Relief Fund, the Second Harvest Food Bank and the UN Foundation COVID-19 Relief Fund.

WORKFORCE DEVELOPMENT

In 2020, Pure Good created its Workforce Development Initiative, combining our incredible corporate culture, our ongoing dedication to increase our employee diversity, and our company goals and values. Through this initiative, Pure Good has donated $1 million to global nonprofit organizations in the workforce development field with the following three primary goals:

1.To help employee 500 individuals from non-traditional backgrounds and/or minority populations globally in sustainable, living-wage paying jobs;

2.To engage 100% of our employees to help achieve this outcome; and

3.To form relationships with extraordinary global nonprofit organizations that will increase the diversity of our talent pipeline.

ENVIRONMENT

Helping to reduce carbon and ensure a sustainable environment is at the core of what we do and is evident from our efficient products to our efforts to eliminate waste and to compost and recycle in our offices.

We work to ensure an ethical supply chain in the production of our industry-leading products. We are members of the Responsible Business Alliance and abide by their principles and code of conduct. In addition, we consider the effect on the planet of our products from production to installation to end of life. Examples of this are visible in our transition to renewable energy in 50% of our data centers and our program to donate all used, good condition electronics to non-profits.

Our differentiated and efficient products inherently empower our customers through green technology that supports their sustainability goals. Since we started offering our products, we have helped our customers to substantially reduce the power and space used in their IT operations by abandoning legacy disk-based and hybrid storage products. While the dollar savings for our customers are estimated to exceed $2 billion, the sustainability aspects of our products are equally inspiring, resulting in substantial reductions in space and power usage for customers.

In addition, Pure Good has donated over $100,000 to One Tree Planted over the past year to plant trees and help with reforestation efforts around the world.


18

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

INCLUSION, DIVERSITY & BELONGING

Our goal is to embed inclusive practices into all key talent processes, engaging our leaders and employees as role models and drivers of equality and continuing to make sure our culture remains open to new voices and thoughts.

Our continued ability to innovate requires hiring and supporting talented individuals offering their best ideas so we are focused on embedding practices of equality and inclusion in everything we do. For us, equality is not a separate function – it is essential to our success.

Pure Equality ensures we are a diverse and inclusive company providing equal opportunity for all to thrive, contribute, and innovate. We celebrate diversity and inclusion at Pure through Pure Equality organizations for women, LGBTQ+, young professionals, individuals of color, veterans, and employees with differing abilities. We have recently hired a Head of Diversity, Inclusion & Belonging to help us uplevel and formalize our work in this area. In addition, we work with several non-profit partners to drive pipeline growth in diverse populations and are partnering with Year Up to hire interns at Pure.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 650 Castro Street, Mountain View, California 94041. The communication should indicate that it contains a stockholder or interested party communication. All such communication will be forwarded to the director or directors to whom the communication is addressed. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the Chair of the audit, compensation, or nominating and corporate governance committee, as applicable.

BOARD STRUCTURE AND PROCESSES

BOARD LEADERSHIP

Mr. Giancarlo serves as Chairman of our board of directors and Dr. Dietzen serves as Vice Chairman of our board of directors. Our board of directors does not have a lead independent director. Our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from the extensive executive leadership and operational experience of Mr. Giancarlo and Dr. Dietzen. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while Dr. Dietzen and Mr. Giancarlo bring company-specific experience and expertise.


			2021 PROXY STATEMENT			19

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTOR INDEPENDENCE

Our common stock is listed on the New York Stock Exchange (NYSE). Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of our board of directors.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Dr. Sands, Mses. S. Taylor and R. Taylor, and Messrs. Brown, Garrett, Rothschild and Tomb do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Dr. Dietzen and Messrs. Colgrove and Giancarlo are not independent due to their status as our current or former executive officers.

Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence.

EXECUTIVE SESSIONS OF DIRECTORS

In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions of non-management directors during each regularly scheduled board meeting and at such other times if requested by a non-management director. The non-management directors provide feedback to executive management, as needed, promptly after the executive session. Neither Mr. Giancarlo nor Mr. Colgrove participates in such sessions. In addition, we hold executive sessions including only independent directors at least once a year. The presiding director at each executive session is chosen by the directors present at that meeting.


20

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

BOARD COMMITTEES

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The composition and functions of each committee are described below.

AUDIT COMMITTEE



MEETINGS IN FY 2021: 4 MEMBERS: Mr. Garrett (Chair) Dr. Sands Ms. S. Taylor Our board of directors has determined that Mr. Garrett, Dr. Sands and Ms. S. Taylor are independent under NYSE listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Our board of directors has determined that Mr. Garrett and Ms. S. Taylor are each an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their prior or current employment.						PRIMARY RESPONSIBILITIES: The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial and other reporting and internal control practices, to oversee our independent registered accounting firm and to monitor for various business risks. Specific responsibilities of our audit committee include: •selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •helping to ensure the independence and performance of our independent registered public accounting firm; •discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; •developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •reviewing risk assessments and steps relating to risk management, including cybersecurity and other business risks; •reviewing related party transactions; •obtaining and reviewing a report by our independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and •approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.


			2021 PROXY STATEMENT			21

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

COMPENSATION COMMITTEE



MEETINGS IN FY 2021: 5 MEMBERS: Ms. S. Taylor (Chair) Mr. Brown Ms. R. Taylor Our board of directors has determined that Mses. R. Taylor and S. Taylor and Mr. Brown are independent under NYSE listing standards and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.						PRIMARY RESPONSIBILITIES: The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, practices and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include: •reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers; •reviewing and recommending to our board of directors the compensation of our directors; •reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers; •administering our stock and equity incentive plans; •selecting independent compensation consultants or other advisers and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers; •reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. Under its charter, our compensation committee may form, and delegate authority to, subcommittees as appropriate. See the sections titled “Compensation Discussion and Analysis” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive and director compensation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.


22

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE



MEETINGS IN FY 2021: 3 MEMBERS: Dr. Sands (Chair) Mr. Rothschild Ms. R. Taylor Each member of the nominating and corporate governance committee is independent, is a non-employee director and is free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the board of directors in accordance with the applicable NYSE listing standards.						PRIMARY RESPONSIBILITIES: Specific responsibilities of our nominating and corporate governance committee include: •identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; •evaluating the performance of our board of directors and of individual directors; •considering and making recommendations to our board of directors regarding the composition of the committees of the board of directors; •reviewing developments in corporate governance practices; •evaluating the adequacy of our corporate governance practices and reporting; •reviewing management succession plans; •developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and •overseeing an annual evaluation of the board of directors’ performance.

CORPORATE GOVERNANCE BEST PRACTICES

We are committed to maintain a set of robust corporate governance practices, as well as continuous improvement of those practices, in order to maintain and enhance independent oversight and align our governance with our strategic objectives. These practices include the following:



✔	We have meaningful stock ownership guidelines which our executive officers and directors are required to meet within five years of becoming subject to them.	✔	Our board of directors is committed to diversity. 30% of our board is composed of women.
✔	All of our committees are composed entirely of independent directors.	✔	Our board of directors is committed to periodic renewal and rotation. We added a new independent director during fiscal 2021, keeping our average board tenure below 5 years.
✔	Independent directors meet in executive session periodically without management present.
		✔	We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.
✔	7 of 10 directors are independent.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met four times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served.

We encourage our directors and nominees for director to attend our annual meeting of stockholders, and nine of our directors attended our annual meeting of stockholders in 2020.


			2021 PROXY STATEMENT			23

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

BOARD EVALUATIONS AND EDUCATION

Our nominating and corporate governance committee oversees the board evaluation process. For fiscal 2021, our chief legal officer interviewed all of our directors and members of the executive team to gather feedback on directors, committees and our board of directors in general. Directors responded to questions designed to elicit information to be used in improving the effectiveness of our board of directors. Our chief legal officer synthesized the results and comments received during such interviews. At subsequent meetings, Dr. Sands, in conjunction with our chief legal officer, presented the findings to the nominating and corporate governance committee and our board of directors.

We encourage directors to participate in continuing education programs focused on our business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors, and we will reimburse directors for their expenses associated with this participation. We also encourage our directors to attend company events such as our annual company kick-off event and our user conference.

TRANSACTIONS WITH RELATED PERSONS

The following is a summary of transactions since the beginning of our last fiscal year to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

EMPLOYMENT ARRANGEMENTS AND EQUITY AWARDS

We have entered into employment offer letters with our executive officers and have adopted a Change in Control Severance Benefit Plan, as amended, (as defined below). In November 2020, we entered into a Transition Services, Separation & Release Agreement with Paul Mountford, our former Chief Operating Officer. For more information regarding these arrangements, see the sections titled "Compensation Discussion and Analysis"and “Employment, Severance and Change of Control Agreements.”

We have granted equity awards to our executive officers and certain members of our board of directors. For a description of these equity awards, see the sections titled “Executive Compensation” and “Director Compensation.”

INDEMNIFICATION AGREEMENTS

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provides our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

RELATED-PARTY TRANSACTION POLICY

We have adopted a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.


24

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

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 the non-employee directors with those of our stockholders. Pursuant to this program, each member of our board of directors who is not our employee receives the cash and equity compensation for board service 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.

INPUT

PROPOSAL

PRESENTATION

OUTCOME

Compensia provides input on program design considerations

Compensia proposes alternative program designs for consideration

Compensia presents competitive non-employee director compensation data and analyses

Based on the recommendations of our compensation committee and of Compensia, our board of directors may approve changes in certain aspects of our directors compensation as appropriate.

Our compensation committee consults annually with Compensia, Inc. (Compensia), its independent compensation consultant, to review our director compensation program. As part of that annual review, Compensia provides input on program design considerations, proposes alternative program designs for consideration, and presents competitive non-employee director compensation data and analyses including compensation data from our peer group. For fiscal 2021, upon our compensation committee’s recommendation and consistent with Compensia’s recommendation, our board of directors approved increases in the annual retainers for service as the audit committee chair and the compensation committee chair, in each case effective as of May 1, 2020.

CASH COMPENSATION

During fiscal 2021, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:


			Annual Cash Retainer ($)(1)
Annual retainer			40,000
Additional retainer for audit committee chair			35,000
Additional retainer for audit committee member			10,000
Additional retainer for compensation committee chair			20,000
Additional retainer for compensation committee member			7,500
Additional retainer for nominating and governance committee chair			10,000
Additional retainer for nominating and governance committee member			5,000

(1)In February 2020, our board of directors approved (i) an increase in the additional retainer for the audit committee chair from $25,000 to $35,000 and (ii) an increase in the additional retainer for the compensation committee chair from $15,000 to $20,000, both effective as of May 1, 2020.


			2021 PROXY STATEMENT			25

Table of Contents

PROPOSAL 1 - ELECTION OF DIRECTORS

EQUITY COMPENSATION

Eligible directors were entitled to receive a restricted stock unit (RSU) award for a number of shares equal to $235,000 determined on the basis of the closing price of our common stock on the date of our annual stockholder meeting in June 2020, to vest fully on the one-year anniversary of the date of grant. The director would vest in a prorated portion of the award if he or she resigns in advance of the vesting date. Additionally, new non-employee directors will receive an RSU award for a number of shares equal to $600,000 determined on the basis of the closing price of our common stock on the date of grant. The new non-employee director vests as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares subject to the award in 12 substantially equal quarterly installments thereafter. In the event of a change of control of the company, the director’s awards would immediately vest in full.

FISCAL 2021 DIRECTOR COMPENSATION TABLE

The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2021. The table excludes Messrs. Colgrove and Giancarlo, who were executive officers during all of fiscal 2021 and did not receive any compensation in their roles as directors in fiscal 2021.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Andrew Brown	47,067	234,996	282,063
Scott Dietzen(2)	30,000	234,996	264,996
Mark Garrett	72,500	234,996	307,496
Jeff Rothschild	45,000	234,996	279,996
Anita Sands	60,000	234,996	294,996
Roxanne Taylor	52,500	234,996	287,496
Susan Taylor	68,750	234,996	303,746
Greg Tomb (3)	37,692	893,741	931,433

(1)Pursuant to our director compensation program, in June 2020, each of Dr. Sands and Dietzen, Messrs. Brown, Garrett, Rothschild and Tomb, and Mses. R. Taylor and S. Taylor received an RSU award for 14,182 shares of our common stock that will vest in full on the one year anniversary of the date of grant. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this award, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2021.

(2)Pursuant to our director compensation policy, Dr. Dietzen became eligible in April 2020 to receive compensation for his board service following the complete vesting of equity awards granted to him for his service as our former Chief Executive Officer.

(3)Mr. Tomb was appointed to our board of directors in February 2020. Pursuant to our director compensation policy, in February 2020, we granted Mr. Tomb (i) an RSU award for 34,582 shares of our common stock that vested as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares will vest in 12 substantially equal quarterly installments thereafter, subject to his continued service on the vesting dates and (ii) a pro-rata RSU award for 3,386 shares of common stock which vested in full on June 24, 2020.

As of January 31, 2021, each individual who served as a non-employee director during fiscal 2021 held the following aggregate number of shares subject to outstanding RSU awards or options.


Name	Aggregate Number of RSUs as of January 31, 2021	Aggregate Number of Stock Options Outstanding as of January 31, 2021
Andrew Brown	37,422	—
Scott Dietzen	14,182	—
Mark Garrett	14,182	320,000
Jeff Rothschild	23,581	—
Anita Sands	14,182	218,000
Roxanne Taylor	30,832	—
Susan Taylor	25,896	—
Greg Tomb	48,764	—


26

Table of Contents


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 6, 2022.

Our board of directors has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending February 6, 2022 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 eight 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.

VOTE REQUIRED

An affirmative vote from the holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to ratify the selection of Deloitte & Touche.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended January 31, 2021 and February 2, 2020.


	Fiscal Year Ended
	2/2/2020 $	1/31/2021 $
Audit fees(1)	2,716,276	2,690,600
Tax fees(2)	1,469,928	1,165,907
All other fees(3)	1,895	—
Total fees	4,188,099	3,856,507

(1)Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements and internal control over financial reporting presented in our Annual Report on Form 10-K, review of the interim consolidated financial statements included in our quarterly reports and services normally provided in connection with regulatory filings.

(2)Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance. Fees for the fiscal year ended February 2, 2020 have been updated to include $135,310 in fees paid to Deloitte & Touche affiliates, which were previously omitted.

(3)Consists of fees related to a research tool subscription.


			2021 PROXY STATEMENT			27

Table of Contents

PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRE-APPROVAL POLICIES AND PROCEDURES

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the audit committee has responsibility for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has a practice of, and has adopted a policy and procedures for, the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche. The audit committee generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.

All of the services provided by Deloitte & Touche for our fiscal years ended January 31, 2021 and February 2, 2020, as described in the “Principal Accountant Fees and Services” table above, were pre-approved by the audit committee or our board of directors. Our audit committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining the principal accountant’s independence.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2021 with the management of Pure. The audit committee has discussed with its independent registered public accounting firm, Deloitte & Touche, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The audit committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in Pure's Annual Report on Form 10-K for the fiscal year ended January 31, 2021.

Audit Committee

MARK GARRETT (chair)

ANITA SANDS

SUSAN TAYLOR

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


28

Table of Contents


PROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our board of directors recommends a vote FOR the approval of the compensation of our named executive officers as described in this proxy statement.

We are seeking approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended January 31, 2021, as described in this proxy statement below in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.” This vote is not intended to address any specific item of compensation and is rather intended to address the overall compensation of our named executive officers and the policies and practices as described in this proxy statement.

Our compensation programs are overseen by our compensation committee and reflect our general compensation philosophy for all employees, including our executive officers. Our executive compensation program is designed to attract, motivate, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time.

We strive to provide an executive compensation program that is market competitive, rewards achievement of our business objectives and is designed to provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentives) that are intended to align the interests of our executive officers with those of our stockholders. COVID-19 significantly impacted our executive compensation program for fiscal 2021. Our compensation committee designed our executive compensation program with a focus on incentivizing company performance in the face of uncertain market dynamics and driving the key priorities to allow the company to emerge stronger following the COVID-19 pandemic. The committee aimed to tie the majority of our named executive officers’ compensation to key performance measures appropriate for the COVID-19 economic environment.

This vote is advisory and therefore not binding on the company or on our board of directors. Our board of directors and its committees value the opinions of our stockholders and to the extent there is any significant vote against the executive compensation described in this proxy statement, our compensation committee will consider the impact of such vote on our compensation policies and decisions. Our stockholders have recommended, and our Board has approved, a frequency of each year for advisory votes on executive compensation. Accordingly, the next scheduled Say-on-Pay vote will be at our 2022 Annual Meeting of Stockholders.

VOTE REQUIRED

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to approve the compensation of our named executive officers for the fiscal year ended January 31, 2021.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the compensation committee recommended to the Pure board of directors that the section titled "Compensation Discussion and Analysis" be incorporated by reference in Pure's Annual Report on Form 10-K for fiscal 2021 and included in this proxy statement.

Compensation Committee

SUSAN TAYLOR (chair)

ANDREW BROWN

ROXANNE TAYLOR


			2021 PROXY STATEMENT			29

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

OUR EXECUTIVE OFFICERS

The following is biographical information for our named executive officers, as of the date of this proxy statement:


			CHARLES GIANCARLO Chairman and Chief Executive Officer Age: 63


Charles Giancarlo has served as our Chief Executive Officer and as a member of our board of directors 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. From 2008 to 2009, Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya. 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 and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and Zscaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received 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.


			KEVAN KRYSLER Chief Financial Officer Age: 50


Kevan Krysler has served as our Chief Financial Officer since December 2019. Previously Mr. Krysler worked at VMware, Inc., a provider of information infrastructure technology and solutions, from August 2013 to December 2019, and most recently served as Senior Vice President, Finance, and Chief Accounting Officer. Prior to VMware, Inc., Mr. Krysler was a partner with KPMG, an accounting firm, where he served both multinational and emerging software and technology companies. Mr. Krysler received bachelor degrees in Accountancy and Business Administration from the University of Oklahoma.


30

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION


			JOHN COLGROVE Founder and Chief Technology Officer Age: 58


John “Coz” Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure in October 2009. 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 225 patents in the areas of system, data storage and software design.


			2021 PROXY STATEMENT			31

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program during fiscal 2021 for our “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement. This section discusses our executive compensation philosophy, objectives and design; how and why our compensation committee arrived at the specific compensation policies and decisions during fiscal 2021, specifically in the face of market uncertainty and shifting priorities driven by the COVID-19 pandemic; the role of our compensation committee’s compensation consultant; and the compensation peer group used in evaluating our executive compensation program. This section discusses the executive compensation-setting process in the first half of fiscal 2021, as well as an executive transition in late fiscal 2021 and final payout determinations following the end of fiscal 2021.

EXECUTIVE SUMMARY

COVID-19 significantly impacted our executive compensation program for fiscal 2021. Our compensation committee designed our executive compensation program with a focus on incentivizing company performance in the face of uncertain market dynamics and driving the key priorities to allow the company to emerge stronger following the COVID-19 pandemic. The committee aimed to tie the majority of our named executive officers’ compensation to key performance measures appropriate for the COVID-19 economic environment. 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 2021, our cash bonuses were dependent on both a third-party certified customer satisfaction measure and a metric designed to measure Pure’s revenue growth relative to the storage revenue growth of three major competitors, which we will call a “relative growth metric.” Our equity awards were dependent on our relative growth metric. These performance measures were selected to address the uncertainty of the COVID-19 environment, and in each case, our compensation committee reserved flexibility to evaluate additional factors that it deemed critical for the company’s short-term and long-term success.

FISCAL 2021 BUSINESS AND FINANCIAL HIGHLIGHTS

In fiscal 2021, we faced significant headwinds due to the COVID-19 pandemic’s impact on economic conditions globally. While we started our year in February 2020 with expectations that Pure’s revenue would grow by double digits, COVID-19 had an unprecedented and initially inestimable effect on our customers and our industry as a whole. By the end of March 2020, we had closed our offices and discontinued in-person internal and external events as the result of the COVID-19 pandemic. By May 2020, we had withdrawn our annual guidance due to the global economic contraction and uncertainty.

Despite the negative impact of the COVID-19 pandemic, we achieved significant financial and business results in fiscal 2021, including:

REVENUE GROWTH IN
COVID-19 YEAR

HIGH SUBSCRIPTION
SERVICES GROWTH

(in billions)

(in millions)

We improved our Net Promoter Score (NPS) to 83.5.

We added over 1,000 new customers during the fiscal year.

We successfully acquired and integrated Portworx to deliver the industry’s most complete Kubernetes Data Services Platform.

We ended the year with a stronger portfolio, with record sales in our Pure as-a-Service, FlashBlade, FlashArray//C and Portworx offerings.


32

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

FISCAL 2021 EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2021, the key highlights of our executive compensation program included:

UPDATED PEER GROUP

BASE SALARY AND BONUS TARGETS

BONUS BASED ON PERFORMANCE

EQUITY BASED ON PERFORMANCE

We updated our compensation peer group to ensure our executive compensation is comparable and competitive relative to similar companies.

We increased base salaries and maintained bonus rates at the same level for our executive officers. No changes were made for our officers who joined a few months prior to fiscal 2021.

We set cash bonus targets based on a relative growth metric and customer NPS.

Cash bonuses paid out based on corporate and individual performance factors.

We granted equity awards that were dependent on a relative growth metric to drive a focus on market share gains.

Equity awards were earned at 96%, based on corporate and other performance considerations.

Mr. Giancarlo's actual pay was 2% below his target pay. This demonstrates the impact of “pay for performance” and the exercise of the committee’s COVID-19 related discretion and individual performance factors for fiscal 2021. Mr. Giancarlo's target pay was calculated using his base salary, target cash bonus, and the grant date fair value of his equity award at target for fiscal 2021, and his actual pay was calculated using his base salary, his actual cash bonus payout, and 96% of the grant date fair value of his equity award for fiscal 2021. On the whole, our executive officers received payouts 1-2% below their fiscal 2021 target pay.

NAMED EXECUTIVE OFFICERS DURING FISCAL 2021

Our named executive officers for fiscal 2021 are:

•Charles Giancarlo, our Chairman and Chief Executive Officer;

•Kevan Krysler, our Chief Financial Officer;

•John Colgrove, our Chief Technology Officer and Founder; and

•Paul Mountford, our former Chief Operating Officer.

In November 2020, Mr. Mountford, our Chief Operating Officer, stepped down from his role. He left Pure as an employee at the end of fiscal 2021 and then continued to provide transitional consulting services through March 20, 2021.

ADVISORY VOTE ON EXECUTIVE COMPENSATION AND STOCKHOLDER ENGAGEMENT


			At our annual meeting of stockholders held in June 2020, we held a non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote). Our stockholders approved the fiscal 2020 compensation of our named executive officers, with 90% of the votes cast in favor of our fiscal 2020 compensation program. By the time this vote was conducted, many of the decisions relating to the compensation of our named executive officers for fiscal 2021 had already been made. Our compensation committee has considered and intends to continue to consider the results of the annual Say-on-Pay vote, as the results reflect our overall compensation philosophy and policies and in making future compensation decisions relating to our executive officers. During fiscal 2021, we conducted a formal stockholder engagement outreach to our top stockholders (who collectively held shares representing a significant portion of our outstanding shares of common stock) to solicit their feedback on our environmental, social and corporate governance program, policies and practices, as well as executive compensation and other matters. Representatives of our functions responsible for investor relations, legal, corporate social responsibility, and executive compensation generally attended these meetings.


			2021 PROXY STATEMENT			33

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

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, motivate and retain executive officers of outstanding ability and potential to grow our business;

•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, though our compensation committee reserves the right to apply discretion to increase or decrease a payout based on individual performance of an executive officer during the applicable year. As an example, in a prior fiscal year, each of our executive officers was paid 69.8% of their target cash bonus based on corporate performance. 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 and, correspondingly, to create value for our stockholders. For the last three 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. As an example, in a prior fiscal year, each of our executive officers had their equity award reduced to 82.5% of target shares based on corporate performance. 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.

The impact of COVID-19 was a significant consideration as our compensation committee set the corporate performance metrics and individual performance factors of our fiscal 2021 executive compensation program. Our compensation committee reviews our executive compensation program throughout the year. As part of this review process, the committee applies the objectives described above within the context of our overall philosophy while simultaneously considering the compensation levels needed to ensure that our program remains competitive. The committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

COMPENSATION-SETTING PROCESS

Our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of executive officers and in evaluating the financial and accounting implications of our compensation programs and hiring decisions. The committee is authorized to engage, and has engaged, its own advisor to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board Structure and Process—Board Committees” elsewhere in this proxy statement.


34

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

ROLE OF OUR EXECUTIVE OFFICERS

Our Chief Executive Officer and Chief People Officer assist our compensation committee in evaluating the performance of our executive officers (other than their own performance) and make 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

In fiscal 2021, our compensation committee retained Compensia to provide support and advice regarding our executive compensation program. Pursuant to this engagement, Compensia performed several projects for the committee, including:

•assisted in evaluating and updating the compensation peer group that we use to understand competitive market compensation practices;

•provided compensation data and analysis with respect to the compensation of our executive officers;

•provided data and analysis relevant to the review of our severance benefit plan; and

•conducted a compensation risk assessment and a review of our compensation philosophy.

Compensia does not provide any additional services to us, other than the services it provides regarding our director compensation program. Compensia maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, the committee assessed Compensia’s independence 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 Compensia performs 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 mid-level market capitalization, in the following sectors: applications software, systems software, internet software and services or information technology.

In preparation for fiscal 2021, our compensation committee, in consultation with Compensia, evaluated our compensation peer group and made adjustments, removing companies that had been acquired during the previous 12 months and adding other technology companies of comparable size with which we may compete for talent. This peer group was generally selected based on companies that, at the time of evaluation, had annual revenue between $500 million and $3.0 billion, as well as market capitalizations generally between two to eight times annual revenue. We also generally sought to include companies with double digit annual revenue growth. We continued to retain some companies with substantially higher market capitalizations in our peer group, as our compensation committee believes that these companies align well with our underlying business fundamentals.

Our compensation peer group for fiscal 2021 consisted of the following companies:


Arista Networks	Envestnet	j2 Global	Palo Alto Networks
Box	F5 Networks	Logitech International	Proofpoint
Cision	FireEye	LogMeIn	Splunk
Cornerstone OnDemand	Fortinet	New Relic	Teradata
Dropbox	Guidewire Software	Nutanix	Ubiquiti Networks

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.


			2021 PROXY STATEMENT			35

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program consists of three principal elements:

•base salary;

•annual performance-based cash bonuses; and

•long-term performance-based equity awards.

The following charts show the pay mix for our Chief Executive Officer and, on average, Messrs. Krysler and Colgrove (based on the values reported in the Summary Compensation Table):


CEO - % OF TOTAL


AVERAGE OF KRYSLER AND COLGROVE - % OF TOTAL

BASE SALARY

We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of their day-to-day responsibilities. Each executive officer’s base salary was first established as the result of arm’s-length negotiations with each individual at the time of his initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted.

In February 2020, our compensation committee reviewed the base salaries of our executive officers, other than Messrs. Krysler and Mountford who had recently joined the company, and after considering a competitive market analysis performed by Compensia, increased the base salaries of Messrs. Giancarlo and Colgrove to remain competitive with current market practices and to keep their target total cash compensation in-line with similarly situated executives at the companies in our compensation peer group. In particular, the committee determined that Mr. Giancarlo’s salary lagged behind CEOs at similarly situated companies and that it was important to consider his base salary in context of the salaries of other recent executive hires at Pure. The annual base salaries for Messrs. Krysler and Mountford remained unchanged, given that they had each joined the company during the prior fiscal quarter.

The following table sets forth the annual base salaries for our executive officers for fiscal 2021, effective as of March 1, 2020:


Name	Fiscal 2020 Base Salary ($)	Fiscal 2021 Base Salary ($)	Percentage Increase
Charles Giancarlo	520,000	655,000	26	%
Kevan Krysler	450,000	450,000	0	%
John Colgrove	350,000	400,000	14	%
Paul Mountford	520,000	520,000	0	%


36

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

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.

In February 2020, 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, increasing in absolute dollars by the same amount as the associated salary increase. 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 2021, based on the base salary changes made effective as of March 1, 2020:


Name	Fiscal 2021 Target Bonus ($)(1)	Bonus Opportunity as a % of Base Salary
Charles Giancarlo	644,986	100	%
Kevan Krysler	360,000	80	%
John Colgrove	396,291	100	%
Paul Mountford	520,000	100	%

(1)Prorated based on the March 1, 2020 effective date for any change to target cash bonus opportunity, if applicable.

In March 2020, the COVID-19 pandemic started to result in significant global social and business disruptions, altering both our operations and financial expectations for fiscal 2021. We closed most of our offices and discontinued in-person internal and external events for an undetermined period of time. Because of the unknown duration of the outbreak and its impact on our customers, partners, vendors and suppliers, all of which were outside of our control, our compensation committee discussed and determined that the performance measures used in prior years would not be appropriate for fiscal 2021 and postponed the selection of the corporate performance metrics to May 2020.

In May 2020, despite substantial and continued uncertainty relating to the COVID-19 pandemic, our compensation committee decided to continue to emphasize the link between pay and performance in our executive compensation program, and after consultation with management and its compensation consultant, the committee selected two corporate performance metrics for the company-wide cash bonus program: (1) a generally-accepted customer satisfaction measure called Net Promoter Score (NPS) and (2) a metric designed to measure Pure’s revenue growth relative to the growth of some other major competitors, which we will call a “relative growth metric.” The bonus payouts would fund based 20% on the NPS score and 80% on our actual performance measured against the relative growth metric.


Measure	Weighting	Rationale
NPS Score	20%	To maintain or improve Pure’s customer experience during fiscal 2021
Relative growth metric	80%	To maintain or improve Pure’s market share during fiscal 2021

In selecting these metrics, our compensation committee believed that our management should be incentivized to maintain or improve Pure’s customer experience during fiscal 2021. NPS was selected as the best measure. For years, we have used a third party to survey our customers on whether or not they would recommend us to their peers on a 1-10 scale. Our prior audited NPS was 82, the highest among Medallia’s B2B scores in 2019. The committee set a target range of 78 to 82 for 100% funding of the NPS portion of the cash bonus program for fiscal 2021. Our customer-centric business model has been recognized by customers and the industry, and NPS was deemed an appropriate means for evaluating how successfully we were navigating the COVID-19 pandemic.

In addition, our compensation committee believed that our management should be incentivized to maintain or gain market share. A relative growth metric was designed as a replacement for the revenue targets used in prior years. This metric for fiscal 2021 was based on Pure’s revenue growth rate as compared to the storage revenue growth rates of three of our largest publicly traded competitors, subject to certain adjustments based on timing of public reporting. As a reference, Pure grew 20.8% in its prior fiscal year and, based on this methodology, the weighted storage revenue growth of the three competitors was -5.7%, resulting in a relative growth metric of 26.5 points. The committee set a fiscal 2021 target range of 15 to 20 points for 100% funding of the relative revenue growth portion of the cash bonus program. This relative growth metric was deemed an appropriate component given the importance of revenue growth to the company during the COVID-19 pandemic.


			2021 PROXY STATEMENT			37

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Our compensation committee specifically discussed that the relative growth metric was expected to be a one-time alternative revenue measure for the unique circumstances relating to fiscal 2021, and that given the untested nature of the metric, the committee would reserve its ability to apply discretion, including due to unanticipated business disruptions or other impacts tied to the COVID-19 pandemic. In addition to these corporate performance metrics, our compensation committee would again consider individual performance in determining our executive officers’ overall bonus payouts, particularly during this unique year. The total corporate funding ranged from 80% at threshold to 130% at maximum, with a broader target range for 100% funding of each metric given the economic uncertainty created by the COVID-19 pandemic.

The following table presents potential payout multiples relative to these two performance metrics, with multiples between threshold and target and target and maximum to be determined on a linear basis:


	NPS Score	Funding			Relative Revenue Growth (pts)	Funding
Maximum	85	150	%	Maximum	30	125.0	%
	84	125	%		28	118.8	%
	83	125	%		23	108.3	%
Target range	78 to 82	100	%	Target range	15 to 20	100.0	%
Threshold	Less than 78	—	%		10	87.5	%
					8	81.9	%
					5	75.0	%
				Threshold	Less than 5	—	%

During the remainder of fiscal 2021, the committee closely monitored company performance and the individual performance of our executive officers. The COVID-19 pandemic resulted in a brief acceleration of business as customers shifted to work at home and to online businesses, then a sharp pull back as customers reassessed their business prospects and laid out new plans for digital transformation, followed by a gradual stabilization.

In August 2020, we paid 40% of the target cash bonus opportunity, consistent with the past practice and following review and approval by the committee that the company was on track to meet the threshold performance level under the cash bonus program. The remaining amount of the bonus was paid in March 2021.

In February 2021, our compensation committee reviewed our corporate performance for fiscal 2021 and determined that the company had achieved an audited NPS of 83.5, with a 20% weighting, and 8.3 points on the relative growth metric, with a 80% weighting. Pure grew revenue by 2.5% in fiscal 2021 and the weighted revenue growth for its measurement group was -5.8%, resulting in a relative growth metric of 8.3 points. Based on this level of corporate achievement, the committee approved corporate bonus funding equal to 91.6%.

NPS SCORE
OF 83.5

RELATIVE REVENUE GROWTH

OF 8.3 POINTS

CORPORATE

FUNDING

(125.0% X 20%)

(83.2% X 80%)

91.6%

Our compensation committee then evaluated the individual performance of our executive officers during fiscal 2021. Navigating the COVID-19 crisis required agility and resilience by our executive officers and employees. Our executive team made key strategic decisions focusing on innovation, including our $370 million acquisition of Portworx, customer support, and scaling the company, and we finished fiscal 2021 with great strength and growth, setting new revenue and sales records for the fourth fiscal quarter and for the full fiscal year. With seven years ranked as a leader, Gartner’s recognition of Pure’s clear leadership across both ‘ability to execute’ and ‘vision’ in their Magic Quadrant for Primary Storage Arrays, was a strong validation of our strategy. Our executive team responded in a fluid environment, avoiding the pandemic-related layoffs that hit some technology companies, while still delivering substantial, positive operating and free cash flow for fiscal 2021.

During fiscal 2021, our CEO successfully recruited key leadership personnel, including our new Chief Revenue Officer and Chief Product Officer. Our fourth fiscal quarter results were an indicator of the positive impact our executive leadership had during the COVID-19 pandemic, as we, despite continued headwinds, completed a record number of deals greater than $10 million, grew Subscription Services revenue to over $500 million, achieving 33% year over year growth, and set consecutive record sales quarters for FlashBlade and FlashArray//C. Our CEO recommended individual performance factors for each


38

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

executive officer and provided the committee with the reasoning behind his recommendations. The committee discussed the individual performance factor for our CEO with our Chief People Officer.

After consideration of these recommendations, the committee made determinations relating to each executive officer’s individual performance. The following table provides information regarding the target annual cash bonus opportunities, corporate funding, individual performance factor, and the actual cash bonuses earned by our named executive officers for fiscal 2021:


Name	Target Bonus ($)	Corporate Funding		Individual Performance Factor		Actual Bonus Earned ($)	Actual Bonus as a % of Target Bonus
Charles Giancarlo	644,986	91.6	%	125	%	738,510	114.5	%
Kevan Krysler	360,000	91.6	%	130	%	428,688	119.1	%
John Colgrove	396,291	91.6	%	125	%	453,753	114.5	%
Paul Mountford	520,000	91.6	%	100	%	476,320	91.6	%

The actual bonus amounts above include the semi-annual bonus payout in August 2020. Mr. Mountford was eligible for a bonus, as he continued to serve as an employee or in a consulting role through March 2021, consistent with the terms of his transition services agreement.

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 restricted stock unit 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 them 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 our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of responsibilities, past performance, current equity holdings and expected future contributions. Over the last two years, our compensation committee has shifted to granting 100% PSU awards to better align our executive officers' financial incentives with company performance and the creation of stockholder value.

In February 2020, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered an analysis performed by Compensia, as well as the factors discussed above, including the unvested equity awards held by our executive officers and the market price of our common stock. Again, the committee postponed the selection of the corporate performance metrics for the PSU awards until May 2020 due to the uncertainty relating to the COVID-19 pandemic.

In May 2020, our compensation 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 up or down from 75% to 125% of the target share amount, based on our achievement of the same fiscal 2021 relative growth metric, as used in our annual cash bonus program. If threshold performance was not met, then no shares would be earned. The earned shares, if any, would be subject to an additional time-based vesting requirement over a three-year period, with 1/3rd vesting in March 2021 and the remainder vesting quarterly thereafter. The committee also discussed the potential to exercise discretion as necessary to make adjustments depending on unanticipated developments resulting from this new, untested metric as well as any unanticipated business disruptions or impacts tied to the COVID-19 pandemic.

The following table sets forth the PSU awards granted to our named executive officers for fiscal 2021:


Name	Target Shares	Maximum Shares
Charles Giancarlo	449,040	561,300
Kevan Krysler	194,584	243,230
John Colgrove	209,552	261,940
Paul Mountford	209,552	261,940


			2021 PROXY STATEMENT			39

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

In February 2021, our compensation committee determined that we delivered 8.3 points on the relative growth metric, and based on the foregoing scale, this would result in 83.2% of the shares subject to the PSU awards being earned. The committee then considered the company’s performance during the unique COVID-19 crisis, including the fiscal 2021 performance factors evaluated by the committee above, and determined that the relative growth metric did not work entirely as expected and that the metric did not adequately measure management’s performance during fiscal year. The committee discussed the potential to exercise discretion based on the performance of our executive officers and how critical their leadership was to the company’s successful navigation of the COVID-19 pandemic during fiscal 2021. The committee focused on the collective performance of our executive team during fiscal 2021, including the product milestones achieved, our Portworx acquisition, industry recognition, financial results and key leadership decisions in the face of the COVID-19 pandemic. The committee felt that failing to recognize these contributions during the pandemic would undermine the executive compensation program. Based on this discussion, the committee decided that the PSU awards would be deemed earned at 96% of the target share amounts.

The following table provides information regarding the payout level achieved and the actual shares earned by our named executive officers under their fiscal 2021 PSU awards:


	Target Shares	Payout Multiple Relative to Target	Earned Shares
Charles Giancarlo	449,040	96.0%	431,079
Kevan Krysler	194,584	96.0%	186,801
John Colgrove	209,552	96.0%	201,170
Paul Mountford	209,552	96.0%	201,170

The shares of our common stock earned pursuant to the PSU awards were subject to a time-based vesting requirement, with 1/3rd of the total number of earned shares vesting on March 20, 2021 and the remainder vesting quarterly in equal installments over the next two years, subject to the executive officer’s continuous service with us on each such vesting date. All unearned shares were automatically forfeited upon the determination of achievement by the committee. Under the terms of his transition services agreement, Mr. Mountford was eligible to receive the initial 1/3rd of his earned shares that vested on March 20, 2021, and no additional shares thereafter.

FY2020 BONUS AND TRANSITION PACKAGE FOR MR. MOUNTFORD

Mr. Mountford was paid a one-time bonus during fiscal 2021 for services rendered in the prior fiscal year. Mr. Mountford started collaborating with the company in October 2019 and delayed his start date with the company to November 4, 2019, at the company’s request, to accommodate Pure’s desired announcement timing. As a result, he started three days after the company’s bonus eligibility cutoff date. Following the compensation cycle in March 2020, internal discussions were held on whether Mr. Mountford should have been eligible for a pro-rated cash bonus for his contributions during fiscal 2020, and based on the recommendation of management, our compensation committee approved a $100,000 payment to Mr. Mountford under our annual cash bonus program.

Mr. Mountford was employed by the company through January 31, 2021. In connection with his transition, we entered into a transition services agreement with Mr. Mountford. Under the terms of this agreement, Mr. Mountford was eligible, to the extent funded and paid, for a full cash bonus relating to fiscal 2021, with an individual performance factor of not less than 100%. After January 31, 2021, he provided consulting services to the company through March 20, 2021, and subject to the terms of the agreement, Mr. Mountford received a lump sum payment of $390,000, equal to nine months base salary, and vested the earned shares that he was eligible to receive on March 20, 2021 under his fiscal 2021 PSU award. He will receive continued health care coverage under COBRA, at a cost to the company of $2,624 per month, for 18 months following the end of his employment.

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.


40

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

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 in connection with a change in control of the company. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to our named executive officers are set forth below in the section titled “Employment, Severance and Change in Control Agreements.”

OTHER COMPENSATION POLICIES

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 Chief Executive Officer 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

In February 2020, upon the recommendation of our compensation committee, our board of directors adopted a policy for the recoupment of certain “incentive compensation,” as defined in the policy, paid to our current and former Section 16 officers, also known as a clawback policy. Under the policy, recoupment is possible either in the event of a financial “restatement” by the company or “misconduct” by the covered officer, in each case as defined in the policy and subject to the determination and discretion of our board of directors. The policy applies to all incentive compensation paid, received, granted or awarded on or after the date the policy was adopted. In addition to the foregoing, our Chief Executive Officer and Chief Financial Officer are subject to the compensation recovery provisions of Section 304 of the Sarbanes-Oxley Act.

STOCK OWNERSHIP GUIDELINES

In February 2020, upon the recommendation of our compensation committee, our board of directors adopted stock ownership guidelines for our non-employee directors and our Section 16 officers. Under these guidelines, each non-employee director is required to own shares of our common stock with a value equal to three times his or her base annual cash retainer fee, excluding additional retainers for service on committees, as chairperson or as lead independent director. Our Chief Executive Officer is required to own shares of our common stock with a value equal to five times his or her base salary, and each other Section 16 officer is required to own shares of our common stock with a value equal to two times his or her base salary. In determining ownership levels, credit is provided for shares held outright, shares “beneficially owned,” vested restricted stock units, vested shares under any deferred compensation plan, if applicable, and vested in-the-money stock options, net of the number of shares needed to pay the exercise price. 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 2021, 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.


			2021 PROXY STATEMENT			41

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

POLICY REGARDING 10b5-1 PLANS FOR DIRECTORS AND EXECUTIVE OFFICERS

Our insider trading policy generally requires that our executive officers and non-employee members of our board of directors may not trade in our equity securities during “blackout” periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

Our compensation committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the committee’s determination include the following:

•We structure our compensation program to consist of both fixed and variable components. The fixed component of our program (or base salary) is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics;

•We maintain internal controls over the measurement and calculation of financial information, 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 to provide maximum incentive for our sales force to meet and exceed their objectives;

•Our employees are required to acknowledge and comply with our code of conduct which covers, among other things, accuracy in keeping financial and business records;

•Our compensation committee approves the overall annual equity pool and the employee equity award guidelines;

•A significant portion of the compensation paid to our executive officers is in the form of equity awards to align their interests with the interests of stockholders; and

•As part of our insider trading policy, we prohibit hedging transactions involving our equity securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

TAX AND ACCOUNTING CONSIDERATIONS

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. Although the committee will continue to consider tax implications as one factor in determining executive compensation, the committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of the company and its stockholders, which may include providing for compensation that is not deductible by the company due to the Section 162(m) deduction limit. The committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the company’s business needs.

NO TAX REIMBURSEMENT OF PARACHUTE PAYMENTS AND DEFERRED COMPENSATION

We have not provided any executive officer, including any named 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 2021, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.


42

Table of Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

ACCOUNTING TREATMENT

We account for stock-based compensation in accordance with the authoritative guidance set forth in 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.


			2021 PROXY STATEMENT			43

Table of Contents

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE FOR FISCAL 2021

The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2021 and, if applicable, the prior two fiscal years.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non–Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Charles Giancarlo Chief Executive Officer	2021	643,750	—	6,695,186	738,510	4,295	8,081,741
	2020	518,333	—	7,842,176	361,895	2,775	8,725,180
	2019	500,000	—	7,333,230	550,000	—	8,383,230
Kevan Krysler(5) Chief Financial Officer	2021	450,000	—	2,901,247	428,688	4,127	3,784,062
	2020	65,625	1,000,000	7,208,360	—	2,813	8,276,797
John Colgrove Chief Technology Officer	2021	395,833	—	3,124,420	453,753	11,007	3,985,014
	2020	347,917	—	3,149,464	239,508	10,283	3,747,172
	2019	322,917	—	2,964,919	280,937	—	3,568,773
Paul Mountford (6) Former Chief Operating Officer	2021	520,000	100,000	3,124,420	476,320	394,126	4,614,867
	2020	128,030	250,000	9,291,912	—	1,950	9,671,892

(1)The amounts show in this column for fiscal 2021 reflect a cash bonus of $100,000 for services rendered in a prior fiscal year. Please see the "Compensation Discussion and Analysis - FY2020 Bonus and Transition Package for Mr. Mountford" elsewhere in this proxy statement. The amounts shown in this column for fiscal 2020 reflect one time cash sign on bonuses.

(2)The amounts shown in these columns 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, as filed with the SEC on March 25, 2021, except that amounts for performance-based stock awards are based on the aggregate fair value as of the grant date given that the applicable performance criteria was established after the end of the applicable fiscal year. For fiscal 2021, the amounts reported for performance-based stock awards are reported at 100% target achievement. See “Compensation Discussion and Analysis” above for the share amounts actually earned in fiscal 2021. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2021 awards in the “Stock awards” column would be as follows: Mr. Giancarlo, $8,368,983; Mr. Krysler, $3,626,559; Mr. Colgrove, $3,905,525 and Mr. Mountford, $3,905,525.

(3)The amounts shown in the column represents bonuses earned by our named executive officers under our cash bonus program for employees for the stated fiscal years.

(4)The amounts shown in this column for fiscal 2021 represent company contributions that we made on behalf of the named executive officers under the Pure Storage, Inc. 401(k) Plan and tax gross ups on stipends made by us to certain eligible employees as a result of the COVID-19 pandemic. In addition, the amount for Mr. Colgrove includes $4,502 in amounts associated with our patent award program and $2,380 as a tax gross up on such amount and the amount for Mr. Mountford includes a severance payment of $390,000. Please see the "Compensation Discussion and Analysis - FY2020 Bonus and Transition Package for Mr. Mountford" elsewhere in this proxy statement.

(5)Mr. Krysler was appointed as our Chief Financial Officer in December 2019.

(6)Mr. Mountford served as our Chief Operating Officer from November 2019 until January 2021.


44

Table of Contents

EXECUTIVE COMPENSATION

GRANTS OF PLAN–BASED AWARDS TABLE IN FISCAL 2021

The following table presents information regarding each grant of a cash or equity award made during fiscal 2021. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Charles Giancarlo	2/25/2020	515,989	644,986	838,482	—	—	—	—
	5/19/2020	—	—	—	336,780	449,040	561,300	6,695,186
Kevan Krysler	2/25/2020	288,000	360,000	468,000	—		—	—
	5/19/2020	—	—	—	145,938	194,584	243,230	2,901,247
John Colgrove	2/25/2020	317,033	396,291	515,178	—	—	—	—
	5/19/2020	—	—	—	157,164	209,552	261,940	3,124,420
Paul Mountford	2/25/2020	416,000	520,000	676,000	—	—	—	—
	5/19/2020	—	—	—	157,164	209,552	261,940	3,124,420

(1)

SEC Form DEF 14A filed by Pure Storage, Inc.