Arista Networks, Inc DEF 14A, filed Apr 24, 2024

About this DEF 14A

Arista Networks, Inc. (ANET)

DEF 14A 2024-04-24 For: 2024-06-07

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Added on June 12, 2026

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting

to be properly held under our amended and restated bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non- votes are counted as shares present and entitled to vote for purposes of determining a quorum.

Arista Networks, Inc filed this DEF 14A on April 24, 2024.

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2024 PROXY STATEMENT SUMMARY			1

CORPORATE RESPONSIBILITY			4

QUESTIONS AND ANSWERS			10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			14
Nominees for Director			18
Continuing Directors			19
Key Elements of Board Independence at Arista			22
Director Commitments			22
Board Leadership Structure			22
Lead Independent Director			23
Board Evaluation Process			23
Board Meetings and Committees			24
Compensation Committee Interlocks and Insider Participation			27
Considerations in Evaluating Director Nominees			27
Stockholder Recommendations for Nominations to the Board of Directors			28
Stockholder Outreach			29
Communications with the Board of Directors			29
Role of Board of Directors in Risk Oversight			29
Executive Talent Management and Succession Planning			31
Director Compensation			31

PROPOSAL NO. 1 ELECTION OF DIRECTORS			33
Nominees			33
Vote Required			33

PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION			34
Vote Required			34

PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM			35
Fees Paid to the Independent Registered Public Accounting Firm			35


Auditor Independence			36
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			36
Vote Required			36

PROPOSAL NO. 4 APPROVAL OF THE AMENDED, RESTATED AND EXTENDED 2014 EQUITY INCETIVE PLAN			37
Summary of the Restated Plan			39
Summary of U.S. Federal Income Tax Consequences			41
New Plan Benefit			44
Vote Required			44

EXECUTIVE OFFICERS			46

EXECUTIVE COMPENSATION			48
Compensation Discussion and Analysis			48
Overview			49
Effect of Most Recent Stockholder Advisory Vote on Executive Compensation			51
Executive Compensation Philosophy and Objectives			51
Executive Compensation Program Components			54
Executive Officer Employment Arrangements			59
Fiscal 2023 Summary Compensation Table			62
Outstanding Equity Awards at 2023 Fiscal Year-End			63
Fiscal 2023 Grants of Plan-Based Awards			66
Fiscal 2023 Option Exercises and Stock Vested			67
Pension Benefits			67
Nonqualified Deferred Compensation			67
Potential Payments Upon Termination or Change in Control			68
Risk Assessment and Compensation Practices			69
Other Compensation Policies			69
Tax and Accounting Considerations			69
CEO Pay Ratio			70
Pay Versus Performance			71
Equity Compensation Plan Information			76

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			77



RELATED PERSON TRANSACTIONS			80
Policies and Procedures for Related Person Transactions			80

OTHER MATTERS			81
Householding			81
Stockholder Proposals			81
Availability of Bylaws			82
Fiscal Year 2023 Annual Report and SEC Filings			82


1		Proposal for your Vote: Page 33 Elect three Class I directors to serve until the 2027 annual meeting of stockholders Board Voting Recommendation: FOR the election of Kelly Battles, Kenneth Duda and Jayshree Ullal
2		Proposal for your Vote: Page 34 Advisory vote to approve named executive officer compensation Board Voting Recommendation: FOR
3		Proposal for your Vote: Page 35 Ratification of Ernst & Young LLP as our independent registered public accounting firm Board Voting Recommendation: FOR
4		Proposal for your Vote: Page 37 Approval of the Amended, Restated and Extended 2014 Equity Incentive Plan Board Voting Recommendation: FOR


Name and Occupation	Age	Director Since	Independent	Committees

Kelly Battles, Director	57	2020		Audit

Kenneth Duda, Director and Chief Technology Officer	52	2023*

Jayshree Ullal, Chairperson & Chief Executive Officer	63	2008



APPENDICES
Appendix A – 2014 Equity Incentive Plan			A
Appendix B – Reconciliation of GAAP to Non-GAAP Financial Measures			B


		Arista focuses on collaboration and innovation to meet our objective of reducing costs and improving operational sustainability and extending these benefits up and down our supply chain. We develop and implement highly efficient and powerful new technologies, quickly responding to changes in customer requirements, global regulations and industry demands. We continue to look for opportunities to minimize our environmental impact through our environmental stewardship and sustainability initiatives.


Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”


Q	How do I ask questions during the Annual Meeting?
	A	You will be able to attend the Annual Meeting online and submit your questions during the meeting at
www.virtualshareholdermeeting.com/ANET2024. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and, therefore, will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
Q	How can I get help if I have trouble checking in or listening to the meeting online?
	A	If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical
support number that will be posted on the Virtual Shareholder Meeting log-in page.
Q	What is the effect of giving a proxy?
	A	Proxies are solicited by and on behalf of our board of directors. Jayshree Ullal, Chantelle Breithaupt and Marc Taxay
have been designated as proxies by our board of directors. When a proxy is properly dated, signed and returned, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder contained on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares.


Q	Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
	A	In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have
elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 24, 2024 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
Q	How are proxies solicited for the Annual Meeting?
	A	Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses
associated with this solicitation will be borne by us. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers and employees.
No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf.


Q	How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
	A	Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to
vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Ernst & Young LLP. Absent direction from you, your broker will not have discretion to vote on the election of directors, on the approval, on an advisory basis, of executive compensation of our named executive officers, or on the frequency of future stockholder advisory votes on the compensation of our named executive officers, which are “non-routine” matters.
Q	Where can I find the voting results of the Annual Meeting?
	A	We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that
we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they become available.
Q	How many votes are needed for approval of each proposal?
	A	Proposal One: The election of directors requires a plurality of the voting power of the shares of our common stock present in person or
represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. As a result, any shares not voted “FOR” a particular nominee, whether as a result of stockholder abstention or a broker non-vote (in other words, where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter), will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as a director.



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE⁽¹⁾		NUMBER OF MEETINGS: 5


BOARD OF DIRECTORS • Meets with CEO, CISO and other members of the senior management team at quarterly meetings of our board of directors where they discuss strategy and risks facing the Company • Confirms that the risk management processes designed and implemented by management are appropriate and functioning as designed • Reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, evaluates the risks inherent in significant transactions, and provides guidance to management	u	AUDIT COMMITTEE • Assists in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance • Discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management • Reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures • Monitors certain key risks on a regular basis throughout the fiscal year, such as cybersecurity risk and risk associated with internal control over financial reporting and liquidity risk • Reviews the adequacy and monitoring of our compliance programs for legal, ethical and regulatory requirements • Reviews our risk management policies, including our investment policies • Reviews management reports on internal compliance policies and procedures • Reviews and discusses with management our policies and practices relating to environmental and social responsibility matters • Reviews and discusses with management our information security policies and internal controls regarding information security • Oversees management’s implementation of our cybersecurity risk management program

	u	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE • Manages risks associated with board organization, membership and structure, corporate governance and succession planning • Reviews any conflicts of interest

	u	COMPENSATION COMMITTEE • Assesses risks created by the incentives inherent in our compensation policies • Evaluates compensation policies and practices that could mitigate risks


Director	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)		Total ($)

Kelly Battles		85,000		251,929		—		336,929

Lewis Chew		100,000		251,929		—		351,929

Charles Giancarlo		87,000		251,929		—		338,929

Daniel Scheinman		142,000		251,929		—		393,929

Mark B. Templeton		85,000		251,929		—		336,929

Nikos Theodosopoulos⁽³⁾		48,982		—		—		48,982

Yvonne Wassenaar		90,000		251,929		—		341,929


Director	Stock Awards (#)⁽¹⁾		Option Awards (#)

Kelly Battles		745		—

Lewis Chew		745		—

Charles Giancarlo		745		—

Daniel Scheinman		745		—

Mark B. Templeton		745		—

Yvonne Wassenaar		745		—


		Kelly Battles, Kenneth Duda and Jayshree Ullal have each consented to being a nominee and to serving as a director, if elected; however, in the event that a director nominee is unable to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.


PROPOSAL NO. 3		RATIFICATION OF INDEPENDENT
		REGISTERED PUBLIC
		ACCOUNTING FIRM



	2022		2023

	(in thousands)

Audit Fees⁽¹⁾	$	3,076	$	3,130

Audit-Related Fees⁽²⁾		—		—

Tax Compliance Fees⁽³⁾	$	875	$	1,178

Tax Advice and Planning Fees⁽⁴⁾	$	488	$	268

All Other Fees⁽⁵⁾		—		—

Total Fees	$	4,439	$	4,576


PROPOSAL NO. 4		APPROVE THE AMENDED,
		RESTATED AND EXTENDED 2014
		EQUITY INCENTIVE PLAN


Annual Share Usage⁽¹⁾	Fiscal Year 2021			Fiscal Year 2022			Fiscal Year 2023			Three-Year Average

RSUs Granted		3,181,428			3,205,837			2,448,310			2,945,192

PSUs Granted		305,240			462,272			215,975			327,829

Total Equity Awards Granted		3,486,668			3,668,109			2,664,285			3,273,021

Basic Weighted Average Shares of Common Stock Outstanding		306,512,000			306,473,000			309,354,000			307,446,333

Annual Share Usage		1.14	%		1.20	%		0.86	%		1.06	%


	Number of Shares Subject to Options		Average Per Share Exercise Price of Options		Number of RSUs and PRSUs		Dollar Value of RSUs and PRSUs ⁽¹⁾

Jayshree Ullal Chairperson and Chief Executive Officer		—	$	—		95,390	$	15,051,588

Ita Brennan Former Chief Financial Officer		—	$	—		27,297	$	3,900,407

Kenneth Duda Chief Technology Officer and Director		—	$	—		27,297	$	3,900,407

Anshul Sadana Chief Operating Officer		—	$	—		47,766	$	6,825,182

Marc Taxay Senior Vice President, General Counsel		—	$	—		20,484	$	2,926,896

All executive officers, as a group		—	$	—		218,234	$	32,604,480

All directors who are not executive officers, as a group		—	$	—		8,940	$	1,511,575

All employees who are not executive officers, as a group		—	$	—		2,437,111	$	386,676,589


Name	Age		Position

Jayshree Ullal		63	Chief Executive Officer, President and Chairperson

Chantelle Breithaupt		52	Senior Vice President, Chief Financial Officer

Kenneth Duda		52	Founder, Chief Technology Officer and Senior Vice President, Software Engineering and Director

John McCool		64	Chief Platform Officer, Senior Vice President of Engineering and Operations

Anshul Sadana		47	Chief Operating Officer

Marc Taxay		55	Senior Vice President, General Counsel


				Revenue for our fiscal 2023 was $5.86 billion, representing an increase of 33.8% compared to fiscal 2022. Product revenue increased by $1.3 billion, or 35.3%, for the year ended December 31, 2023 compared to 2022. These increases reflect increased shipments of our switching and routing products across our customer base, including improved supply availability for our enterprise customers. In addition, service revenue increased by $165.4 million, or 24.9%, in the year ended December 31, 2023 compared to 2022, as a result of continued growth in initial and renewal support contracts as our customer installed base has continued to expand. International revenues as a percentage of our total revenues decreased from 21.0% in 2022 to 20.6% in 2023, which was primarily driven by changes in the geographic mix of sales to our large global customers.



Akamai Technologies	F5	Nutanix	Twitter

Autodesk	Fortinet	Palo Alto Networks	Workday

Ciena	Juniper Networks	ServiceNow	Zscaler

Dropbox	NetApp	Splunk


Named Executive Officer	Base Salary through 2023

Jayshree Ullal	$	300,000

Ita Brennan	$	315,000

Kenneth Duda	$	300,000

Anshul Sadana	$	300,000

Marc Taxay	$	315,000


Named Executive Officer	Actual Incentive Compensation

Jayshree Ullal	$	200,000

Ita Brennan	$	205,000

Kenneth Duda	$	205,000

Anshul Sadana	$	250,000

Marc Taxay	$	200,000


Named Executive Officer	Target Number of PRSUs			Intended Value

Jayshree Ullal		95,390	⁽¹⁾	$	12,500,000

Ita Brennan		16,590	⁽²⁾	$	2,000,000

Kenneth Duda		16,590	⁽²⁾	$	2,000,000

Anshul Sadana		29,030	⁽²⁾	$	3,500,000

Marc Taxay		12,450	⁽²⁾	$	1,500,000


Performance Period: January 1, 2023 – December 31, 2024

Metrics	Weight		Performance Range		Payout
Non-GAAP Gross Margin		100%	Minimum:	62.5%		50%
			Target:	63.2%		100%
			Maximum:	64.0%		200%


	Number of PRSUs Eligible to Vest⁽¹⁾
Named Executive Officer	Revenue PRSUs		Non-GAAP Operating Income PRSUs

Jayshree Ullal		8,583		19,078

Ita Brennan		4,817		10,707

Kenneth Duda		4,817		10,707

Anshul Sadana		8,431		18,736

Marc Taxay		3,614		8,034


Named Executive Officer	RSUs		Intended Value

Ita Brennan		16,590	$	2,000,000

Kenneth Duda		16,590	$	2,000,000

Anshul Sadana		29,030	$	3,500,000

Marc Taxay		12,450	$	1,500,000


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)

Jayshree Ullal Chief Executive Officer		2023		300,000		—		15,051,588		200,000		10,399	⁽²⁾		15,561,987
		2022		300,000		—		10,165,988		255,000		14,899			10,735,887
		2021		300,000		—		15,384,500		300,000		9,132			15,993,632

Ita Brennan Chief Financial Officer		2023		315,000		—		3,900,407		205,000		10,826	⁽²⁾		4,431,233
		2022		308,077		—		2,420,074		225,000		13,895			2,967,046
		2021		300,000		—		3,379,242		250,000		9,132			3,938,374

Kenneth Duda Chief Technology Officer		2023		300,000		—		3,900,407		205,000		10,399	⁽²⁾		4,415,806
		2022		300,000		3,430		2,420,074		202,500		14,899			2,940,903
		2021		300,000		—		2,550,710		225,000		9,132			3,084,842

Anshul Sadana Chief Operating Officer		2023		300,000		—		6,825,182		250,000		10,399	⁽²⁾		7,385,581
		2022		300,000		—		4,235,641		360,000		14,899			4,910,540
		2021		300,000		600		5,976,105		400,000		9,132			6,685,837

Marc Taxay Senior Vice President, General Counsel		2023		315,000		—		2,926,896		200,000		378	⁽²⁾		3,442,274
		2022		308,077		—		1,815,462		200,000		360			2,323,899
		2021		300,000		—		2,392,288		220,000		6,905			2,919,193


				Option Awards								Stock Awards
Name	Grant Date			Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾

Jayshree Ullal		4/13/2018	⁽³⁾		668		3,332		61.05		4/12/2028		—		—

		2/8/2019	⁽⁴⁾		832		9,168		56.585		2/7/2029		—		—

		2/14/2020	⁽⁵⁾		—		—		—		—		1,044		245,872

		2/12/2021	⁽⁶⁾		—		—		—		—		118,245		27,847,880

		2/11/2022	⁽⁷⁾		—		—		—		—		46,337		10,912,827

		2/11/2022	⁽⁸⁾		—		—		—		—		19,410		4,571,249

		2/10/2023	⁽⁹⁾		—		—		—		—		76,310		17,971,768

		2/10/2023	⁽¹⁰⁾		—		—		—		—		19,080		4,493,531

Ita Brennan		4/13/2018	⁽³⁾		7,283		2,084		61.05		4/12/2028		—		—

		11/9/2018	⁽⁴⁾		2,708		2,292		61.1075		11/8/2028		—		—

		11/9/2018	⁽¹¹⁾		—		—		—		—		2,624		617,978

		2/8/2019	⁽⁴⁾		1,664		4,584		56.585		2/7/2029		—		—

		5/10/2019	⁽¹¹⁾		—		—		—		—		4,688		1,104,071

		5/8/2020	⁽¹²⁾		—		—		—		—		18,176		4,280,630

		2/12/2021	⁽¹³⁾		—		—		—		—		14,680		3,457,287

		2/12/2021	⁽¹⁴⁾		—		—		—		—		2,059		484,915

		2/11/2022	⁽¹⁵⁾		—		—		—		—		11,647		2,742,985

		2/11/2022	⁽¹⁶⁾		—		—		—		—		10,354		2,438,471

		2/10/2023	⁽¹⁷⁾		—		—		—		—		16,590		3,907,111

		2/10/2023	⁽¹⁸⁾		—		—		—		—		16,590		3,907,111