Everpure, Inc DEF 14A, filed May 2, 2025

Everpure, Inc. (P)

DEF 14A 2025-05-02 For: 2025-02-02

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Added on June 12, 2026

About this DEF 14A

Everpure, Inc filed this DEF 14A on May 2, 2025.

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


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


Proxy Statement Summary						5

Proposal 1 – Election of Directors						11

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

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

Pre-Approval Policies and Procedures						30
Audit Committee Report						30

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						31

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


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



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 I DIRECTORS

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

The board of directors recommends a vote FOR each nominee.


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

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

The board of directors recommends a vote FOR this proposal.


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

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

The board of directors recommends a vote FOR this proposal.


Executive Compensation						47

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

Stock Ownership Information						58

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

Questions and Answers A bout These Proxy Materials and Voting						61



PROPOSAL 1 ELECTION OF DIRECTORS

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


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


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

Vice Chairman Chief Executive Officer, Augment Committee(s): Governance Risk	BACKGROUND Dr. Dietzen has served as Chief Executive Officer of Augment, Inc., a computer software company, since April 2023. Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from 2010 to 2017, and as our Chairman from 2017 to 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., including as Interim SVP of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as Chief Technology Officer. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies, as well as his understanding and experience as our former CEO within the data storage industry.


	CHARLES GIANCARLO Chairman
	Age: 67	Director Since: August 2017

Chairman and Chief Executive Officer Committee(s): None Other Public Company Boards: Arista Networks (2013-present) ZScaler (2016-present)	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. 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.


			2025 PROXY STATEMENT			5


			Independent
			Non-Independent


			0 to 4 years
			4 to 8 years
			>8 years


			50-55
			56-60
			>60


	JOHN MURPHY Independent
	Age: 56	Director Since: December 2021

Board member Committee(s): Audit (Chair) Other Public Company Boards: Roper Technologies (2024-present) 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 Board of Trustees at Fordham University and 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: 59	Director Since: February 2020

President, Censia Committee(s): Audit	BACKGROUND Mr. Tomb has served as President of Censia, a talent intelligence platform, since October 2023. 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. 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.


	ANDREW BROWN Independent
	Age: 61	Director Since: September 2019

Chief Executive Officer, Sand Hill East Committee(s): Compensation (Chair) Risk (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.


	JOHN "COZ" COLGROVE
	Age: 62	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 300 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: 68	Director Since: February 2019

Board Member Committee(s): Compensation Governance (Chair) Other Public Company Boards: Thoughtworks (2021-2024) 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 2018. 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: 70	Director Since: April 2018

Board Member Committee(s): Risk	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: 56	Director Since: October 2018

Board Member Committee(s): Audit Compensation	BACKGROUND Ms. Taylor previously served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, from April 2017 until June 2023. 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: 54	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 experienced operators 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.



TIER 1						TIER 2

Climate Change Adaptation Data Security & Privacy Emissions & Energy Sustainable Platform & Services Talent Attraction, Retention & Development						Ethics & Compliance Responsible Sourcing Waste & Circularity



MEETINGS IN FY 2025: 8 MEMBERS: Mr. Murphy (Chair) Mr. Tomb Ms. S. Taylor Our board of directors has determined that Mr. Murphy, Mr. Tomb 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 financial risks, to oversee our ethics and compliance program and policies, and to oversee environmental reporting and sustainability initiatives. Specific responsibilities of our audit 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 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 2025: 6 MEMBERS: Mr. Brown (Chair) Ms. R. Taylor Ms. S. Taylor Our board of directors has determined that Mr. Brown Mses. R. Taylor and S. Taylor 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 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 2025: 4 MEMBERS: Mr. Brown (Chair) Mr. Dietzen Ms. Rothschild						PRIMARY RESPONSIBILITIES: Specific responsibilities of our risk committee include: •overseeing risks relating to company operations, including business continuity; •overseeing our information technology use and data security, including, but not limited to, enterprise cybersecurity, privacy, data collection and protection and compliance with information security and data protection laws; and •monitoring our internal controls and disclosure controls and procedures relating to cybersecurity incidents, and the guidelines, policies, and processes for monitoring and mitigating the foregoing risks.



MEETINGS IN FY 2025: 4 MEMBERS: Ms. R. Taylor (Chair) Mr. Dietzen 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. ✔8 of 10 directors are independent.			✔Our board of directors is committed to diversity of perspective, experience and backgrounds. 40% of our board is composed of women or members of underrepresented communities. Three of our board members are female, one of whom is Asian. Another board member identifies as LGBTQ+. ✔Our board of directors is committed to periodic renewal and rotation. We appointed two new independent directors during the last four fiscal years, keeping our average board tenure to approx. 7.6 years. ✔We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.


			Annual Cash Retainer ($)
Annual base retainer			55,000
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			15,000
Additional retainer for governance committee member			5,000
Additional retainer for risk committee chair			20,000
Additional retainer for risk committee member			10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Andrew Brown	93,000	285,487	378,487
Scott Dietzen	66,250	285,487	351,737
John Murphy	90,000	285,487	375,487
Jeff Rothschild	63,750	285,487	349,237
Roxanne Taylor	80,000	285,487	365,487
Susan Taylor	77,000	285,487	362,487
Greg Tomb	66,500	285,487	351,987
Mallun Yen	60,000	285,487	345,487


Name			Aggregate Number of Unvested RSUs as of February 2, 2025
Andrew Brown			4,268
Scott Dietzen			4,268
John Murphy			9,651
Jeff Rothschild			4,268
Roxanne Taylor			4,268
Susan Taylor			4,268
Greg Tomb			4,268
Mallun Yen			9,366



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 1, 2026.


	Fiscal Year Ended
	February 4, 2024 ($)	February 2, 2025 ($)
Audit fees(1)	3,082,500	3,221,850
Tax fees(2)	1,184,055	1,212,084
All other fees (3)	—	1,895
Total fees	4,266,555	4,435,829



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.