Everpure, Inc DEF 14A, filed May 5, 2023

Everpure, Inc. (P)

DEF 14A 2023-05-05

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Added on June 12, 2026

About this DEF 14A

Everpure, Inc filed this DEF 14A on May 5, 2023.

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

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


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


						Board Recommendation
PROPOSAL 1: To elect three Class II directors to serve until our annual meeting of stockholders in 2026;						FOR each nominee
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 4, 2024;						FOR
PROPOSAL 3: To consider an advisory vote on the compensation of our named executive officers, as described in this proxy statement; and						FOR
PROPOSAL 4: To consider an advisory vote regarding the frequency of advisory votes on the compensation of our named executive officers.						Every ONE Year


WHAT WE DO						WHAT WE DON’T DO
•Performance-based cash and equity incentives •Caps on performance-based cash and equity incentive compensation as relates to the corporate performance factor •100% independent directors on our compensation committee •Independent compensation consultant engaged by our compensation committee •Annual review and approval of our compensation strategy •Significant portion of compensation based on corporate metrics •Three-year equity vesting period •Stock ownership guidelines •Policy regarding incentive compensation clawback						•No “single trigger” change of control payments or benefits •No post-termination retirement or pension-type non-cash benefits •No perquisites other than those available to our employees generally •No tax gross-ups for change of control payments or benefits


Proxy Statement Summary						6

Proposal 1 – Election of Directors						12

Nominees for Election Until the 2026 Annual Meeting of Stockholders						14
Board of Directors Role and Responsibilities						19
Board Structure and Processes						23
Transactions with Related Persons						28
Director Compensation						29

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm						31

Pre-Approval Policies and Procedures						32
Audit Committee Report						32

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						33

Compensation Committee Report						33
Our Executive Officers						34
Compensation Discussion and Analysis						35


Dear Stockholders, We are pleased to have delivered another great year. We grew revenues over 25% year-on-year, much faster than the overall market, and continue to increase our profitability as we improve our market share and scale our operations. Most importantly, we continue to deliver the industry’s most advanced, reliable, and efficient products and services, now to more than 11,000 customers across the globe. Pure’s unique position in the market – delivering data storage products that are high-tech rather than commodities – continues to drive our growth and market share gains. We have many unique attributes in our market, our best-in-class portfolio of products and services, our innovative Evergreen business models, and our customer centricity, as proven by our industry-best Net Promoter Score. While Pure’s success is attributable to these many factors, I would like to highlight some special milestones of this past year. Making the all-flash data center a reality Our vision of the all-flash data center is finally here, and the days of hard disk dominance of data are coming to a close. Each year Pure has made advancements to close the price gap between flash and disk for the broad array of workloads. Still, more than 80% of data in enterprises and the cloud is stored on hard disk drives – despite their complexity, low reliability, and high power, space and cooling needs – because all-flash systems were considered too expensive for low performance unstructured data, until now. In a major milestone in the data storage industry, we have recently shipped FlashBlade//E, a scale-out unstructured data repository built for large capacity data stores, priced at the same level as secondary tier all hard disk arrays. Even more exciting is the fact that FlashBlade//E operates at less than one-tenth the power and space required for equivalent capacity hard disk systems, and is more than 10 times more reliable. Together, this provides a lower total cost of ownership compared to the disk alternative, and is the beginning of the end for hard disk usage. As the cost of our flash systems continue to decline, we predict that there will be no hard disks sold five years from now. Contributing to a more sustainable world Pure’s leadership in the sustainability of data storage products continues to increase. This year, we expanded our environmental impact analysis across our portfolio of products, which found that Pure’s products can use as little as one-fifth the power of competitive storage offerings and up to one-tenth the power of hard disk systems. We also deliver products that require half the floor space and half the e-waste of competitive all-flash products. While we have long known that Pure is a more sustainable option in enterprise storage, our value in this area has increased resonance with customers this past year. We project that replacing hard disk storage in data centers with Pure’s flash-based storage can reduce global data center power, space, and e-waste by 20% - a very meaningful reduction in the world of sustainability.


Beyond just the environmental benefits, customers are increasingly compelled by their ability to get more out of their storage at a lower total cost of ownership, particularly given the backdrop of increasing energy prices. This year we introduced more ways to help customers achieve energy-efficiency, including the first-of-its-kind Energy Efficiency SLA guarantee for Evergreen//One and the Pure1 Sustainability Assessment to help customers measure and manage their energy use. Building upon the most innovative portfolio in storage Pure continues to lead with meaningful innovation in data storage and management. In the past year, we expanded and refreshed our entire FlashBlade product line with the FlashBlade//S family of products. FlashBlade//S is built with a modular architecture that leverages a nearly unlimited scalable metadata architecture, with more than double the density, performance, and power efficiency of previous versions. Pure also continued to deliver innovation in our services and subscription offerings. Two industry-first services – Pure Fusion, providing automated storage management and storage-as-a-service; and Portworx Data Services which delivers database-as-a-service – became generally available in fiscal 2023. We also extended our as-a-service model across the full suite of Portworx offerings and advanced our portfolio of Evergreen offerings to include the new fleet-level Evergreen//Flex. In recognition of our continued innovation, Pure was named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage, marking our 9th consecutive year as a leader. We entered our fiscal 2024 with increasing operational excellence coupled with superior products and services. While we are not immune to this year’s more challenging macroeconomic conditions, I remain confident in our ability to execute well and take share. This year will be another in which we grow faster than the market, maintain a strong innovation cycle, and continue to make headway in realizing our vision of the all-flash data center. Thank you for your continued trust and confidence in our company. Together, we do important work to advance the state of the art in cloud and enterprise data storage management, now while also reducing its current energy, space and e-waste. Sincerely, CHARLES GIANCARLO Chairman and CEO, Pure Storage



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.


PROPOSAL 1: ELECTION OF CLASS II DIRECTORS
Andrew Brown, John Colgrove and Roxanne Taylor have been nominated for election as Class II directors. Our board of directors and our nominating and corporate governance committee believe that the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice to our management team.
The board of directors recommends a vote FOR each nominee.


PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our board of directors and audit committee believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 4, 2024 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.


PROPOSAL 4: ADVISORY VOTE REGARDING THE FREQUENCY OF ADVISORY VOTES TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are required to hold an advisory vote every six years regarding the frequency with which we hold advisory votes on the compensation of our named executive officers. The advisory vote on the compensation of our named executive officers may be held every one, two or three years. We currently hold such an advisory vote every year.
The board of directors recommends an advisory vote on executive compensation be held every ONE year.


Proposal 4 – Frequency of Advisory Vote on Executive Compensation						46

Executive Compensation						47

Summary Compensation Table for Fiscal 2023						47
Grants of Plan–Based Awards Table in Fiscal 2023						48
Outstanding Equity Awards as of February 5, 2023						49
Stock Awards Vested in Fiscal 2023						50
Nonqualified Deferred Compensation						50
Employment, Severance and Change in Control Agreements						51
Pay Ratio Information						53
Pay Versus Performance						54

Stock Ownership Information						56

Security Ownership						56
Delinquent Section 16(a) Reports						57
Equity Compensation Plan Information						58

Questions and Answers A bout These Proxy Materials and Voting						59



PROPOSAL 1 ELECTION OF DIRECTORS

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


	ANDREW BROWN Independent
	Age: 59	Director Since: September 2019

Chief Executive Officer, Sand Hill East Committee(s): Audit Compensation (Chair) Other Public Company Boards: Zscaler (2015 - present) Guidewire Software (2013-2022)	BACKGROUND Mr. Brown has served as Chief Executive Officer of Sand Hill East LLC, a strategic management, investment and marketing services firm, since February 2014, and as the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company, since 2006. From 2010 to 2013, Mr. Brown served as Group Chief Technology Officer of UBS, an investment bank. From 2008 to 2010, Mr. Brown served as head of strategy, architecture and optimization at Bank of America Merrill Lynch, the corporate and investment banking division of Bank of America. From 2006 to 2008, Mr. Brown served as Chief Technology Officer of Infrastructure at Credit Suisse Securities (USA) LLC. Mr. Brown holds a Bachelor of Science in Chemical Physics from University College London. QUALIFICATIONS FOR BOARD SERVICE Mr. Brown's qualifications for board service include his extensive technology expertise, including as chief technology officer of multiple large financial firms, as well as his service on the boards of other disruptive technology companies, including other public companies.


			2023 PROXY STATEMENT			5


			2023 PROXY STATEMENT			7


CEO - % OF TOTAL TARGET PAY


			2023 PROXY STATEMENT			9


	JOHN "COZ" COLGROVE
	Age: 60	Director Since: October 2009

Founder and Chief Visionary Officer Committee(s): None	BACKGROUND Mr. Colgrove founded Pure in October 2009 and has served as our Chief Visionary Officer since 2021. Mr. Colgrove served as our Chief Technology Officer, from October 2009 to August 2021. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 250 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his deep technical expertise and knowledge of data storage systems, requirements and design, and his experience as a leader and innovator involved in emerging technologies and companies, including as Pure's founder.


	ROXANNE TAYLOR Independent
	Age: 66	Director Since: February 2019

Former Chief Marketing & Communications Officer, Accenture Committee(s): Compensation Governance (Chair) Other Public Company Boards: Thoughtworks (2021-present) Unisys Corp. (2021-present)	BACKGROUND Ms. Taylor previously served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, from February 2020 to October 2022. Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company, from 2007 until 2017. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture, including Managing Director Corporate and Financial Communications and Director of Marketing and Communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor relations, and senior marketing positions at Reuters and Citicorp/Quotron from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor received a B.A. in Psychology from University of Maryland, College Park. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive marketing and communications experience, and knowledge of the technology industry and IT services, as well as the insights she brings from managing public company communications and investor relations, and her public company board experience.


	JEFF ROTHSCHILD Independent
	Age: 68	Director Since: April 2018

Former VP of Technology, Facebook Committee(s): Governance	BACKGROUND Mr. Rothschild previously served as an Advisor and Venture Partner at Accel Partners, a venture capital firm, from 1999 to 2022. Mr. Rothschild was the VP of Technology at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and a member of the Board of Directors of Stanford Health Care. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. QUALIFICATIONS FOR BOARD SERVICE Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience within technology companies, as well as his relevant infrastructure knowledge and perspective, particular as a technology vendor and customer.


	SUSAN TAYLOR Independent
	Age: 54	Director Since: October 2018

Chief Accounting Officer, Meta Platforms Committee(s): Audit Compensation	BACKGROUND Ms. Taylor has served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, since April 2017. From 2012 to 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers LLP, an accounting firm, in various accounting roles. Ms. Taylor received a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive leadership and financial experience at major cloud, data and software companies, as well as her knowledge and significant technology industry and operational experience.


	MALLUN YEN Independent
	Age: 52	Director Since: September 2021

Founder and General Partner, Operator Collective Committee(s): Governance	BACKGROUND Ms. Yen has served as general partner of Operator Collective, a venture capital firm and community that brings in operators from diverse backgrounds into the venture ecosystem, which she founded in December 2018. Previously, she served various roles, including Chief Operating Officer, at SaaStr, a community of SaaS executives, founders, and entrepreneurs, from 2012 to 2019, as Executive Vice President and Chief Business & Product Officer at RPX Corporation, a patent risk management company, where she was employed from 2010 to 2017 and a board member from 2017 to 2018, and Vice President, Worldwide Intellectual Property at Cisco Systems, Inc., where she was employed from 2002 to 2010. Ms. Yen was also the CEO and a board member of ChIPs Network, Inc. an organization she co-founded in 2005 that advances women in technology, law and policy. Ms. Yen holds a Bachelor of Science in Business Administration from California Polytechnic State University – San Luis Obispo and a Juris Doctor degree from University of California, Berkeley School of Law. QUALIFICATIONS FOR BOARD SERVICE Ms. Yen's qualifications for board services include her extensive leadership experience at technology companies, particularly her expertise with as-a-Service businesses and her investor perspective, as well as her relevant technology and legal knowledge.


	SCOTT DIETZEN Vice Chairman
	Age: 60	Director Since: October 2010

Vice Chairman 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 2010 to 2017, and as our Chairman from 2017 to 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as Interim SVP of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as Chief Technology Officer. He had served as VP, Marketing at WebLogic, Inc., which BEA Systems acquired in 1998. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies, as well as his understanding and experience as our former CEO within the data storage industry.


	CHARLES GIANCARLO Chairman
	Age: 65	Director Since: August 2017

Chairman and Chief Executive Officer Committee(s): None Other Public Company Boards: Arista Networks (2013-present) ZScaler (2016-present) Accenture plc (2008-2019)	BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya, from 2008 to 2009. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer, leading the introduction of many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo holds a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School. QUALIFICATIONS FOR BOARD SERVICE Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience at major technology companies, his broad knowledge of data center technologies and matters relating to corporate governance, his investor perspective and his relevant industry knowledge, including with respect to disruptive B2B technologies.


	JOHN MURPHY Independent
	Age: 54	Director Since: December 2021

Board member Committee(s): Audit (Chair) Other Public Company Boards: LegalZoom.com (2021-present)	BACKGROUND Mr. Murphy previously served as Executive Vice President and Chief Financial Officer of Adobe, Inc. from April 2018 to October 2021 and as Senior Vice President, Chief Accounting Officer and Corporate Controller from 2017 to 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from 2014 to 2017. Prior to joining Qualcomm, he worked at several global companies in a variety of finance and accounting roles. Mr. Murphy is a member of the Advisory Board of the Foundry at Fordham University, which champions student and alumni entrepreneurship and social impact. He holds an M.B.A. from the Marshall School of Business at the University of Southern California, and a B.S. in Accounting from Fordham University and is a licensed CPA (inactive). QUALIFICATIONS FOR BOARD SERVICE Mr. Murphy’s qualifications for board service include his extensive management and financial experience at major technology companies, including as-a-Service transitions, his familiarity with corporate governance and risk management, as well as his relevant technology industry knowledge and public company board experience.


	GREG TOMB Independent
	Age: 57	Director Since: February 2020

Board member Committee(s): Compensation	BACKGROUND Mr. Tomb previously served as President, Zoom Video Communications, from June 2022 to March 2023. Prior to Zoom, Mr. Tomb served as Vice President of Google's Workspace, Geo and Security Sales at Google Cloud, a cloud computing services company, from April 2021 to June 2022. Mr. Tomb worked at SAP, a multinational provider of enterprise application software and software-related services, from 2003 to 2021, serving as President of SAP Cloud Sales and GTM from March 2020 to April 2021, and as President of SAP SuccessFactors, from July 2017 to March 2020. He previously held responsibilities for SAP's HANA Enterprise Cloud business, SAP's Global Services Organization and SAP North American Business Unit. In addition to SAP, Mr. Tomb served as Chief Executive Officer of Vivido Labs and has held leadership positions at both Accenture Consulting and Comergent Technologies. Mr. Tomb holds a B.S. in Engineering from Pennsylvania State University and an M.B.A from Loyola University of Chicago. QUALIFICATIONS FOR BOARD SERVICE Mr. Tomb's qualifications for board service include his extensive leadership and sales expertise at enterprise technology companies, with a focus on sales and implementation of enterprise and cloud-based business applications.



Our audit and risk committee has the responsibility to consider and discuss our major risk exposures and the steps our management has taken to monitor and control these exposures. Our audit committee also monitors compliance with legal and regulatory requirements and our ethics and compliance program, in addition to providing oversight of the performance of our external auditors and our internal audit function.						Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices, including our governance guidelines and how successful we in managing risk.



Board of Directors			Our board of directors receives updates on ESG initiatives and information on the impact of the Pure Good Foundation, our philanthropic program.


Board Committees			Audit and Risk Committee: Oversees Pure’s corporate accounting and financial reporting processes, monitors for enterprise risks, and provides oversight of Pure’s environmental sustainability efforts and ethics and compliance program.


			Compensation and Talent Committee: Reviews and determines compensation to be paid to Pure’s executive officers and directors, and provides oversight of Pure’s Human Capital Management, DEI, and talent acquisition, development, and retention efforts.


			Nominating and Corporate Governance Committee: Recommends corporate governance practices, periodically reviews and assesses our Corporate Governance Guidelines, and identifies and recommends candidates to serve as directors at Pure.



MEETINGS IN FY 2023: 8 MEMBERS: Mr. Murphy (Chair) Mr. Brown Ms. S. Taylor Our board of directors has determined that Mr. Murphy, Mr. Brown 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 (Exchange Act). Our board of directors has determined that Mr. Murphy 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, to monitor for various business risks, to oversee our ethics and compliance program and policies, and to oversee environmental reporting and sustainability initiatives. Specific responsibilities of our audit and risk 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; •oversee the internal audit function and its audit plan and charter; •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; •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; and •reviewing and discussing our programs, policies, and risks related to environmental reporting and sustainability initiatives, including material environmental, social and governance disclosures and published targets.



MEETINGS IN FY 2023: 5 MEMBERS: Mr. Brown (Chair) Ms. R. Taylor Ms. S. Taylor Mr. Tomb Our board of directors has determined that Mr. Brown, Mses. R. Taylor and S. Taylor and Mr. Tomb 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, to evaluate the performance of our executive officers, to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate, to review executive officer succession planning, and human capital management activities. 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; •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy; •reviewing, reporting, and evaluating executive officer succession planning and encouraging executive management development; and •reviewing human capital management activities relating to talent and employee engagement, diversity, inclusion and belonging, and ensuring compensation programs are administered in a non-discriminatory manner. Under its charter, our compensation and talent 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.



MEETINGS IN FY 2023: 4 MEMBERS: Ms. R. Taylor (Chair) Mr. Rothschild Ms. Yen Each member of our 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 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; •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.



✔We have meaningful stock ownership guidelines. ✔All of our committees are composed entirely of independent directors. ✔Independent directors meet in executive session periodically without management present. ✔7 of 10 directors are independent.			✔Our board of directors is committed to diversity. 40% of our board is composed of women or members of underrepresented communities. ✔Our board of directors is committed to periodic renewal and rotation. We appointed three new independent directors during the last three fiscal years, keeping our average board tenure to approx. 5.5 years. ✔We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.


			Annual Cash Retainer ($)
Annual base retainer			50,000
Additional retainer for audit committee chair			35,000
Additional retainer for audit committee member			12,000
Additional retainer for compensation committee chair			20,000
Additional retainer for compensation committee member			10,000
Additional retainer for governance committee chair			12,500
Additional retainer for governance committee member			5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Andrew Brown	82,000	233,611	315,611
Scott Dietzen	50,000	233,611	283,611
John Murphy	85,000	233,611	318,611
Jeff Rothschild	55,000	233,611	288,611
Roxanne Taylor	72,500	233,611	306,111
Susan Taylor	72,000	233,611	305,611
Greg Tomb	60,000	233,611	293,611
Mallun Yen	55,000	233,611	288,611


Name			Aggregate Number of Unvested RSUs as of February 5, 2023
Andrew Brown			15,436
Scott Dietzen			9,097
John Murphy			25,244
Jeff Rothschild			9,097
Roxanne Taylor			10,947
Susan Taylor			9,097
Greg Tomb			19,904
Mallun Yen			27,787



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 4, 2024.


	Fiscal Year Ended
	February 6, 2022 ($)	February 5, 2023 ($)
Audit fees(1)	2,441,727	2,877,056
Tax fees(2)	1,273,566	938,691
Total fees	3,715,293	3,815,747