Arista Networks, INC. DEF 14A Filing

Ticker: ANET · Form: DEF 14A · Filed: Apr 24, 2024 · CIK: 1596532

Sentiment: neutral

Filing Stats: 4,353 words · 17 min read · ~15 pages · Grade level 15.9 · Accepted 2024-04-24 16:07:23

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

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

Executive Compensation Philosophy and Objectives 51

Executive Compensation Program Components

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 77 2024 PROXY STATEMENT i Table of Contents 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 APPENDICES Appendix A – 2014 Equity Incentive Plan A Appendix B – Reconciliation of GAAP to Non-GAAP Financial Measures B ii Table of Contents 2024 PROXY STATEMENT SUMMARY This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Arista Networks, Inc. (the "Company" or "Arista"), a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). Our principal executive offices are located at 5453 Great America Parkway, Santa Clara, California 95054. This summary highlights information contained in this proxy statement. We encourage you to read the entire proxy statement for more information prior to voting. Proposals and Board Recommendations 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 Director Nominees Name and Occupation Age Director Since Independent Committees Kelly Battles, Director

Executive Compensation Highlights

Executive Compensation Highlights Annual review of our executive compensation program Performance-based equity for CEO and other senior officers Independent compensation consultant Stock Ownership Guidelines for CEO Clawback Policy for executive officers No executive-only retirement programs No excise tax gross-ups 2024 PROXY STATEMENT 3 Table of Contents OUR COMMITMENT TO CORPORATE RESPONSIBILITY Arista is committed to transparency, engagement and consistent communication of our environmental, social & governance strategies and programs. While our core competency is designing, manufacturing and delivering leading software driven cloud networking solutions, Arista is dedicated to delivering a superior client experience, increasing shareholder value, serving our communities and creating a workplace where talent can thrive. We believe that sustainability and business growth are closely linked and delivering products that are sustainable truly enables our customers' success. To maximize our efforts, we focus our corporate responsibility and sustainability programs around environmental, social and governance programs, including: 4 Table of Contents Oversight Our executive leadership team and Board recognized the importance of these responsibilities, and our internal committee is tasked with driving additional progress in initiatives that promote sustainability, diversity, inclusion, equity and further transparency. Our sustainable governance structure begins at the very top. The core values of Arista reflect what is truly important to us as an organization. Arista was founded on the principle of doing things the "Arista Way," which is to drive for customer success in every aspect of what we do. We build and deliver innovative, high-quality products and services through commitment, innovation and uncompromising focus on customer needs. This includes a commitment to designing, manufacturing and delivering leading software driven cloud netwo

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