Arista Networks, Inc DEF 14A, filed Apr 16, 2026

Arista Networks, Inc. (ANET)

DEF 14A 2026-04-16 For: 2026-05-29

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Added on June 12, 2026

About this DEF 14A

Arista Networks, Inc filed this DEF 14A on April 16, 2026.

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2026 PROXY STATEMENT SUMMARY			1
Proposals and Board Recommendations			1
Director Nominees			1
2025 Business Highlights			2
Board of Directors Snapshot			3
Our Commitment to Corporate Responsibility			5

QUESTIONS AND ANSWERS			13

BOARD OF DIRECTORS & CORPORATE GOVERNANCE			17
Nominees for Director			18
Continuing Directors			21
Key Elements of Board Independence at Arista			24
Director Commitments			24
Board Leadership Structure			25
Lead Independent Director			25
Board Structure			25
Board of Directors Evaluation Process			26
Board of Directors Meetings and Committees			27
Compensation Committee Interlocks and Insider Participation			30
Considerations in Evaluating Director Nominees			30
Stockholder Recommendations for Nominations to the Board of Directors			31
Stockholder Outreach			31
Communications with the Board of Directors			38
Role of Board of Directors in Risk Oversight			38
Role of Board of Directors in Oversight of Corporate Responsibility			40
Talent Management and Succession Planning			40
Director Compensation			42

PROPOSAL NO. 1 ELECTION OF DIRECTORS			44
Nominees			44
Vote Required			44



PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION			45
Vote Required			45

PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			46
Fees Paid to the Independent Registered Public Accounting Firm			46
Auditor Independence			47
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			47
Vote Required			47

AUDIT COMMITTEE REPORT			48

EXECUTIVE OFFICERS			49

COMPENSATION COMMITTEE REPORT			50

EXECUTIVE COMPENSATION			50
Compensation Discussion and Analysis			50
Overview			52
Effect of Most Recent Stockholder Advisory Vote on Executive Compensation			53
Executive Compensation Philosophy and Objectives			54
Executive Compensation Program Components			57
Named Executive Officer Employment Arrangements			66
Fiscal 2025 Summary Compensation Table			69
Outstanding Equity Awards at 2025 Fiscal Year-End			70
Fiscal 2025 Grants of Plan-Based Awards			74
Fiscal 2025 Option Exercises and Stock Vested			75
Pension Benefits			75
Nonqualified Deferred Compensation			75
Potential Payments Upon Termination or Change in Control			76


Risk Assessment and Compensation Practices			77
Compensation Policies and Hedging/Pledging Policies			77
Insider Trading Policy			78
Tax and Accounting Considerations			78
CEO Pay Ratio			79
Pay Versus Performance			80
Equity Compensation Plan Information			85

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			86


RELATED PERSON TRANSACTIONS			89
Policies and Procedures for Related Person Transactions			89

OTHER MATTERS			90
Householding			90
Stockholder Proposals			90
Availability of Bylaws			91
Fiscal Year 2025 Annual Report and SEC Filings			91
Forward-Looking Statements			91

APPENDIX A
Reconciliation of Selected GAAP to Non-GAAP Financial Measures			A-1


Name and Occupation	Age	Director Since	Independent	Committees

Lewis Chew, Director	63	2021		Audit

Greg Lavender, Director	65	2025		Audit

Mark B. Templeton, Director	73	2017		Compensation


1		Proposal for your Vote: Page 44 Elect three Class III directors to serve until the 2029 annual meeting of stockholders Board Voting Recommendation: FOR the election of Lewis Chew, Greg Lavender and Mark B. Templeton
2		Proposal for your Vote: Page 45 Advisory vote to approve our named executive officer compensation Board Voting Recommendation: FOR
3		Proposal for your Vote: Page 46 Ratification of the appointment of Ernest & Young LLP as our independent registered public accounting firm Board Voting Recommendation: FOR


Arista’s Environmental Policy, ethos, and culture of efficiency and innovation continue to drive our passionate and pragmatic approach to environmental sustainability. Through our Environmental Management System, Arista implements our objectives for achieving pollution prevention, environmental protection and monitoring, environmental sustainability, greenhouse gas (“GHG”) emissions and climate risk management, and ongoing proactive monitoring and continuous improvement in the environmental performance of our operations.

		In 2025, Arista’s Science-Based Targets were validated and approved by the Science Based Targets Initiative (“SBTi”), and Arista is now implementing these targets in earnest, with great dedication, with an expanded team to support greater net zero supplier and customer engagement. We continue to lead in transparency, disclosing the results of our third-party verified, comprehensive inventory of Scope 1, 2, and 3 GHG emissions. 2025 was a year of integration and internal capacity building to enhance cross-functional alignment to better serve our customer needs in the age of AI datacenter energy challenges and ever-increasing global resource constraints through further innovations in product energy and resource efficiency. We also convened a cross-functional team to complete an updated climate risk assessment to support enhanced readiness for potential transitional, market and physical risks.
Each new generation of our products demonstrates improved network capacity and energy efficiency for high performance data center installations. This evolution supports reductions in GHG emissions intensity and power consumption for our customers to advance their sustainability goals. In addition, Arista’s new products continue to use power supplies that are rated 80-Plus Platinum or better, which helps reduce the total product power consumption and heat generated from the power supplies.


		We are committed to integrating sustainability in every aspect of our products’ life cycles across the value chain, from the materials and components that make up our products, to the end of life of the product, while meeting Arista customers’ requirements and supporting their sustainability aspirations. For example, our certified recycling partners ensure environmentally responsible disposal in compliance with ISO 14001 standards. We continue to implement Design for Environment principles in our development process with the goal of minimizing the overall adverse environmental impact of our products. Specifically, Arista focuses on reducing material diversity and weight, selecting more environmentally friendly materials, designing for ease of disassembly and recycling, energy efficiency, longevity, upgradeability, and efficient and sustainable packaging.


		Arista’s employees participate in incentive stock and bonus plans that support our organizational philosophy of allowing employees to share in our performance and success. Our executive compensation program is designed to attract, retain, and reward performance and align incentives with achievement of Arista’s strategic plan and both short- and long-term operating objectives. In accordance with our compensation philosophy established by the Compensation Committee and the board of directors, we believe our executive pay is well aligned with performance, creating a positive relationship between our operational performance and stockholder returns.


We are committed to developing a qualified and motivated workforce to power our continued evolution. The health and safety of our employees is among our top priorities. Our policy is to maintain our facilities and run our business operations in a manner that does not jeopardize the occupational health and safety of our employees. We provide necessary and legally required training to employees on safety standards and protocols. Our Global Facilities team continues to proactively work to reduce and eliminate potential risks and ensures compliance with local laws and regulations. To evaluate performance, we regularly measure and monitor workplace safety and implement continuous improvements.


Q	Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
		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 16, 2026, 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?
		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?
		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 or on the approval, on an advisory basis, of executive compensation of our named executive officers, which are “non-routine” matters.
Q	Where can I find the voting results of the Annual Meeting?
		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?
		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.




Industry Expertise	Senior Leadership	Financial Knowledge and Expertise	Backgrounds/ Experiences	Cybersecurity/ Information Security	Sales, Marketing and Brand Management


Global/ International Experience and Knowledge	Governance, Risk Oversight and Compliance	Emerging Technologies and Business Models	Human Capital Management	Public Company Board Experience




Industry Expertise	Senior Leadership	Financial Knowledge and Expertise	Backgrounds/ Experiences	Cybersecurity/ Information Security	Sales, Marketing and Brand Management


Global/ International Experience and Knowledge	Governance, Risk Oversight and Compliance	Emerging Technologies and Business Models	Human Capital Management	Public Company Board Experience	CR Experience



NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		NUMBER OF MEETINGS: 4



7 Year Overall Service Period
2024										2025												2026												2027												2028												2029												2030
Q1	Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4

0%		0	%		0	%		0	%		0	%		0	%		0	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		5	%		0	%

Percent of Award Vesting per Quarter


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

Kelly Battles		90,000		336,510		—		426,510

Lewis Chew		110,000		336,510		—		446,510

Charles Giancarlo		100,000		336,510		—		436,510

Greg Lavender⁽³⁾		74,896		337,380		—		412,276

Daniel Scheinman		145,000		336,510		—		481,510

Mark B. Templeton		85,000		336,510		—		421,510

Yvonne Wassenaar		100,000		336,510		—		436,510


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

Kelly Battles		1,942		—

Lewis Chew		1,942		—

Charles Giancarlo		1,942		—

Greg Lavender		1,615		—

Daniel Scheinman		1,942		—

Mark B. Templeton		1,942		—

Yvonne Wassenaar		1,942		—


		Lewis Chew, Greg Lavender and Mark B. Templeton 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



	2024		2025

	(in thousands)

Audit Fees⁽¹⁾	$	3,483	$	4,025

Audit-Related Fees⁽²⁾		—		—

Tax Compliance Fees⁽³⁾	$	1,149	$	1,213

Tax Advice and Planning Fees⁽⁴⁾	$	219	$	248

All Other Fees⁽⁵⁾		—		—

Total Fees	$	4,851	$	5,486


Name	Age	Position

Jayshree Ullal	65	Chief Executive Officer and Chairperson

Chantelle Breithaupt	54	Senior Vice President, Chief Financial Officer

Kenneth Duda	54	Founder, President, Chief Technology Officer and Director

Todd Nightingale	46	President and Chief Operating Officer


				Revenue for our fiscal 2025 was $9 billion, representing an increase of 28.6% compared to fiscal 2024. Product revenue increased by $1.7 billion, or 28.8%, for the year ended December 31, 2025 compared to 2024. This increase reflects healthy customer demand and higher shipments of our switching and routing platforms, with strong contributions across our customer base. In addition, service revenue increased by $309.7 million, or 27.7%, in the year ended December 31, 2025 compared to 2024, as a result of continued growth in initial and renewal support contracts as our customer installed base has continued to expand. Non-Americas revenues as a percentage of our total revenues increased from 18.2% in 2024 to 20.9% in 2025, which was primarily driven by changes in the geographic mix of sales to our large global customers.



Akamai Technologies	CrowdStrike	Intuitive Surgical	Synopsys

Autodesk	Digital Realty	NetApp	Workday

Cadence Design Systems	Equinix	Palo Alto Networks	Zscaler

Ciena	Fortinet	ServiceNow


Named Executive Officer		Base Salary through 2025

Jayshree Ullal		$300,000

Chantelle Breithaupt		$330,000

Kenneth Duda		$300,000

Todd Nightingale		$350,000

Marc Taxay⁽¹⁾		$315,000



Metrics	Weight	Target

Revenue	50%	$	8.25 billion

Non-GAAP Operating Income	50%	$	3.8385 billion


Named Executive Officer		Actual Incentive Compensation

Jayshree Ullal		$300,000

Chantelle Breithaupt		$250,000

Kenneth Duda		$300,000

Todd Nightingale		$ 75,000

Marc Taxay⁽¹⁾		$ —


Named Executive Officer	Target Number of PRSUs (February 2025)			Target Number of PRSUs (May 2025)			Target Number of PRSUs (July 2025)			Target Number of PRSUs (October 2025)			Aggregate Intended Value

Jayshree Ullal		—			—			—			—			—

Chantelle Breithaupt		21,600	⁽¹⁾		31,080	⁽³⁾		—			46,380	⁽⁵⁾	$	8,000,000

Kenneth Duda		21,600	⁽¹⁾		—			—			81,160	⁽⁵⁾	$	9,000,000

Todd Nightingale		—			—			31,080	⁽⁴⁾		70,730	⁽⁶⁾	$	8,100,000

Marc Taxay		14,580	⁽²⁾		—			—			—		$	1,350,000


Performance Period: January 1, 2025 – December 31, 2025

Metrics	Weight	Performance Range			Payout	Results

Revenue	50%	Minimum:	$	<8.2 billion	0%
		Target:	$	8.2 billion	100%	$	9.0 billion
		Maximum:	$	8.5 billion	200%
Non-GAAP Operating Income	50%	Minimum:	$	<3.8 million	0%
		Target:	$	3.8 billion	100%	$	4.3 billion
		Maximum:	$	3.95 billion	200%


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

Jayshree Ullal		20,614		20,614

Chantelle Breithaupt		15,130		15,130

Kenneth Duda		39,108		39,108

Marc Taxay⁽²⁾		—		—


Named Executive Officer	Number of PRSUs Eligible to Vest

Todd Nightingale		10,360


Named Executive Officer	RSU Grants			Aggregate Intended Value

Chantelle Breithaupt		52,680	⁽¹⁾		$	4,000,000

Kenneth Duda		21,600			$	2,000,000

Todd Nightingale		466,060	⁽²⁾		$	30,000,000

Marc Taxay⁽³⁾		14,580			$	1,350,000


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

Jayshree Ullal Chief Executive Officer		2025		300,000		—		2,262,785		300,000		9,360	⁽²⁾		2,872,145
		2024		300,000		—		6,856,502		250,000		1,542,901			8,949,403
		2023		300,000		—		15,051,588		200,000		10,399			15,561,987

Chantelle Breithaupt Chief Financial Officer		2025		325,322		—		6,658,625		250,000		10,123	⁽²⁾		7,244,070
Chantelle Breithaupt Chief Financial Officer		2024		302,885		50,000		11,665,423		240,000		9,433			12,267,741

Kenneth Duda President, Chief Technology Officer		2025		300,000		1,000		6,601,668		300,000		9,360	⁽²⁾		7,212,028
		2024		300,000		—		34,433,411		240,000		274,780			35,248,191
		2023		300,000		—		3,900,407		205,000		10,399			4,415,806

Todd Nightingale President, Chief Operating Officer		2025		183,160		—		52,026,188		75,000		4,975	⁽²⁾		52,289,323



Marc Taxay Former Senior Vice President, General Counsel		2025		116,401		—		1,558,165		—		158	⁽²⁾		1,674,724	⁽³⁾
		2024		315,000		—		4,780,026		220,000		378			5,315,404
		2023		315,000		—		2,926,896		200,000		378			3,442,274


				Option Awards								Stock Awards
Name	Date of Board or Committee Action to Grant the Award			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⁾		5,328		—		15.2625		4/12/2028		—		—
Jayshree Ullal		2/8/2019	⁽⁴⁾		6,672		—		14.1463		2/7/2029		—		—

		2/11/2022	⁽⁵⁾		—		—		—		—		20,592		2,698,170

		2/11/2022	⁽⁶⁾		—		—		—		—		77,640		10,173,169

		2/10/2023	⁽⁷⁾		—		—		—		—		138,320		18,124,070

		2/10/2023	⁽⁸⁾		—		—		—		—		57,240		7,500,157

		2/9/2024	⁽⁹⁾		—		—		—		—		41,228		5,402,105

		2/9/2024	⁽¹⁰⁾		—		—		—		—		61,840		8,102,895

Chantelle Breithaupt		1/12/2024	⁽¹¹⁾		—		—		—		—		98,260		12,875,008
Chantelle Breithaupt		2/9/2024	⁽¹²⁾		—		—		—		—		23,792		3,117,466

		2/14/2025	⁽¹³⁾		—		—		—		—		21,600		2,830,248

		2/14/2025	⁽¹⁴⁾		—		—		—		—		21,600		2,830,248

		5/9/2025	⁽¹⁵⁾		—		—		—		—		31,080		4,072,412

		5/9/2025	⁽¹⁶⁾		—		—		—		—		31,080		4,072,412

		10/10/2025	⁽¹⁷⁾		—		—		—		—		46,380		6,077,171


Named Executive Officer	Grant Date⁽¹⁾		Date of Board or Committee Action to Grant the Award⁽²⁾		Estimated Payouts Under Non-Equity Plan Awards (Target)($)⁽³⁾		Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares or Units (#)⁽⁴⁾		Grant Date Fair Value of Awards ($)⁽⁵⁾
Named Executive Officer	Grant Date⁽¹⁾		Date of Board or Committee Action to Grant the Award⁽²⁾				Threshold		Target		Maximum				Grant Date Fair Value of Awards ($)⁽⁵⁾

Jayshree Ullal		—		—		300,000		—		—		—		—		—

		7/22/2025		2/9/2024		—		10,306		20,612		41,224		—		2,262,785

Chantelle Breithaupt		—		—		250,000		—		—		—		—		—

		7/22/2025		2/9/2024		—		3,966		7,932		15,864		—		870,775

		2/14/2025		2/14/2025		—		—		21,600		—		—		2,308,392

		7/22/2025		2/14/2025		—		3,600		7,200		14,400		—		790,416

		5/9/2025		5/9/2025		—		—		31,080		—		—		2,689,042

Kenneth Duda		—		—		300,000		—		—		—		—		—

		7/22/2025		2/10/2023		—		11,060		22,120		44,240		—		2,428,334

		7/22/2025		2/9/2024		—		4,894		9,788		19,576		—		1,074,527

		2/14/2025		2/14/2025		—		—		21,600		—		—		2,308,392

		7/22/2025		2/14/2025		—		3,600		7,200		14,400		—		790,416

Todd Nightingale		—		—		75,000		—		—		—		—		—

		7/11/2025		7/11/2025		—		—		466,060		—		—		50,600,134

		7/11/2025		7/11/2025		—		—		10,360		—		—		1,426,054

Marc Taxay⁽⁶⁾		2/14/2025		2/14/2025		—		—		14,580		—		—		1,558,165