pstg-20230503

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


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

Pure Storage, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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

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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.

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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

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650 Castro Street, Suite 400
Mountain View, California 94041

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

LOCATION

RECORD DATE

June 14, 2023 at 8:30 am PT

Via live webcast at www.virtualshareholdermeeting.com/PSTG2023

April 17, 2023

Only stockholders of record at the close of business on the record date may vote at the meeting or any adjournment thereof.

VOTING PROPOSALS


						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

These items of business are more fully described in the proxy materials accompanying this notice. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting. This proxy statement and the proxy card or the Notice of Internet Availability of Proxy Materials are first being mailed or made available to all stockholders of record on or about May 5, 2023.

By Order of the Board of Directors

NICOLE ARMSTRONG

Chief Legal Officer and Corporate Secretary

Mountain View, California

May 5, 2023



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.


			2023 PROXY STATEMENT			5

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON


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.


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PROXY STATEMENT SUMMARY

FISCAL 2023 BUSINESS AND FINANCIAL HIGHLIGHTS

Data is foundational to our customers’ digital transformation, and we are focused on delivering innovative and disruptive data storage technologies, products and services that enable customers to maximize the value of their data.

We are a global leader in data storage and management with a mission to redefine the storage experience by simplifying how people consume and interact with data. Our vision integrates our foundation of simplicity and reliability with three major market trends that are impacting all organizations large and small: (i) the adoption of the cloud operating model everywhere; (ii) the increase of modern cloud-native applications; and (iii) the shift to modernizing today’s data infrastructure with all-flash.

Our products and subscription services support a wide range of structured and unstructured data, at scale and across any data workloads in hybrid and public cloud environments, and include mission-critical production, test and development, analytics, disaster recovery, and backup and recovery.

Our highlights for fiscal 2023:

•Market-Leading Portfolio Innovation: Pure introduced the new FlashBlade//S family of products, built with a modular architecture that leverages a nearly unlimited scalable metadata architecture, offering more than double the density, performance, and power efficiency of previous versions. Additionally, Pure made two new offerings generally available - Pure Fusion and Portworx Data Services.

•Strong Subscription Services Momentum: Pure extended its as-a-Service model across the full suite of Portworx offerings and also advanced its portfolio of Evergreen offerings to include the new fleet-level Evergreen//Flex.

•Leadership in Sustainability: Pure released the first environmental impact analysis of its portfolio, which found that Pure's products can use as little as one-fifth the power of competitive storage offerings. Pure also introduced the first-of-its-kind Energy Efficiency SLA guarantee for Evergreen//One.

•Industry Recognition: Pure was named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage, marking its 9th consecutive year as a leader. Pure was also named one of Fortune's Best Workplaces in Technology.

Looking forward, our multi-faceted cloud business objectives include: (i) being a leader in enabling cloud-native applications; (ii) enabling portability of data services and applications across on-premise and cloud environments; (iii) delivering the full cloud operating model - on-premises or in and across public clouds; and (iv) leading the transition from disk to flash.


			2023 PROXY STATEMENT			7

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PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2023:

INDEPENDENCE

TENURE

AGE

GENDER

UNDERREPRESENTED COMMUNITIES (URC)

BOARD MEMBERS

The following table provides summary information about each director nominee and other directors as of April 30, 2023.

Board Committees

Name

Class

Age

Independent

Director
Since

Audit
and Risk

Compensation and Talent

Nominating
and Corporate
Governance

2023 Director Nominees

Andrew Brown

Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics

Yes

2019

John “Coz” Colgrove

Chief Visionary Officer

2009

Roxanne Taylor

Former Chief Marketing & Communications Officer, Accenture

Yes

2019

Continuing Directors

Scott Dietzen

Vice Chairman and Former CEO, Pure Storage

2010

Charles Giancarlo

Chairman and Chief Executive Officer

2017

John Murphy

Former Chief Financial Officer, Adobe Systems

Yes

2021

Jeff Rothschild

Former VP of Technology, Facebook

III

Yes

2018

Susan Taylor

Chief Accounting Officer, Meta Platforms

III

Yes

2018

Greg Tomb

Former President, Zoom and VP Google Cloud

Yes

2020

Mallun Yen

Founder and General Partner, Operator Collective

III

Yes

2021

Chair

Member

Chair/Financial Expert

Member/Financial Expert


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PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2023, our compensation and talent committee (our compensation committee) approved compensation packages for our executive officers that maintained our robust “pay for performance” philosophy. Fiscal 2023 cash bonus awards relied on annual revenue, operating profit and customer satisfaction metrics, as well as individual performance. Fiscal 2023 equity awards were 100% performance-based awards, based on an annual metric that measured growth in revenue and subscription annual recurring revenue (ARR) growth. These equity awards are further subject to time-based vesting over a multi-year period. Our “pay for performance” program produced the intended results. We set targets that were challenging -- maintaining 20%+ revenue growth, while increasing profitability, maintaining high customer satisfaction, and growing our subscription ARR. The program is discussed in detail in the section titled “Compensation Discussion and Analysis” below.

OUR EXECUTIVE COMPENSATION PRACTICES

Our executive compensation policies and practices reinforce our “pay for performance” philosophy and ensure that compensation is meaningfully tied to the creation of long-term stockholder value. Listed below are highlights of our compensation policies and practices:


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

PERFORMANCE-BASED EXECUTIVE OFFICER PAY

The chart below shows the pay components and mix for our Chief Executive Officer for fiscal 2023 (based on base salary, target cash bonus and grant date fair value of equity award at target). This chart illustrates the predominance of at-risk and performance-based components in our executive compensation program. Our other executive officers have pay packages that are similarly weighted toward performance-based components. We believe these components provide a compensation package that helps attract and retain qualified individuals, focuses the efforts of our executive officers on the achievement of both our short-term and long-term objectives and aligns the interests of our officers with those of our stockholders.


CEO - % OF TOTAL TARGET PAY


			2023 PROXY STATEMENT			9

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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


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


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650 Castro Street, Suite 400
Mountain View, California 94041

PROXY STATEMENT

For the 2023 Annual Meeting of Stockholders

To Be Held On June 14, 2023 at 8:30 am PT

Our board of directors is soliciting your proxy to vote at the 2023 annual meeting of stockholders of Pure Storage, Inc., a Delaware corporation (Pure), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/PSTG2023, originating from Mountain View, California, on Tuesday, June 14, 2023 at 8:30 am PT, and any adjournment or postponement thereof.

For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on April 3, 2023, to our stockholders primarily via the internet. Beginning on or about May 5, 2023, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and the cost of our annual meetings.

To attend, vote, and submit questions during the annual meeting visit www.virtualshareholdermeeting.com/PSTG2023 and enter the 16-digit control number included in the Notice or on your proxy card. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2023.

Only stockholders of record at the close of business on April 17, 2023 (the record date) will be entitled to vote at the meeting. On the record date, there were 307,240,635 shares of common stock outstanding and entitled to vote. Each holder of common stock will have the right to one vote per share. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at our address above. The stockholder list will also be available online during the meeting. If you plan to attend the meeting online, please see the instructions elsewhere in this proxy statement.

In this proxy statement, we refer to Pure Storage, Inc. as “Pure Storage,” "Pure," "the company," “we” or “us” and the board of directors of Pure as “our board of directors.” Our Annual Report on Form 10-K, which contains consolidated financial statements as of and for the fiscal year ended February 5, 2023 (fiscal 2023), accompanies this proxy statement. You may also obtain a copy of our Annual Report on Form 10-K relating to fiscal 2023, without charge, by writing to our Secretary at our address above.


			2023 PROXY STATEMENT			11

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PROPOSAL 1 ELECTION OF DIRECTORS

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

Our board of directors currently consists of ten members. Our board is divided into three classes with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Andrew Brown, John Colgrove and Roxanne Taylor are currently directors of Pure and have been nominated to continue to serve as Class II directors. Each of these nominees has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Our nominating and corporate governance committee (our governance committee) seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to the effective functioning of our board of directors.

VOTE REQUIRED

Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our governance committee.

DIRECTOR NOMINATION AND BOARD REFRESHMENT PROCESS

In evaluating candidates for our board, our governance committee considers such factors as possessing relevant expertise to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the company, having the ability to read and understand basic financial statements, demonstrated commitment to the highest personal integrity and ethics, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. These qualifications may be modified from time to time. The committee also considers the board's overall balance of diversity in terms of perspectives, experiences and backgrounds (including corporate backgrounds beyond the executive suite and non-corporate backgrounds), as well as factors commonly associated with diversity such as diversity of race, ethnicity, gender, age, sexual orientation, veteran status and disability status. The committee takes into account the current composition of our board of directors, the operating requirements of the company and the long-term interests of stockholders. To reflect our commitment to diversity, it is the policy of the board of directors that qualified diverse candidates (including race, ethnicity, gender and sexual orientation) shall be included in the pool from which director nominees are considered.

In the case of incumbent directors whose terms of office are set to expire, our governance committee will review the directors’ prior service to us, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. The committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.


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PROPOSAL 1 - ELECTION OF DIRECTORS

Our governance committee intends to evaluate director candidates recommended by stockholders based on the factors and qualifications discussed above, though it has not implemented a formal policy regarding such process. Our board believes that it is appropriate that the committee does not have such a policy because it reviews all candidates in the same manner regardless of the source of the recommendation. The committee may implement a formal policy regarding consideration of director candidates recommended by stockholders in the future.

Below is a summary of the primary skills, experience and qualifications that our directors bring to our board of directors:

Our board of directors believes that rotation of directors is integral to an effective governance structure. Moreover, rotation brings diverse viewpoints and new perspectives, a variety of skills and professional experiences, which are important components of governance and promoting the long-term interests of stockholders. In identifying board candidates, our board of directors seeks candidates with diverse backgrounds and believes that a greater breadth of personal and professional experience improves the quality of decision making and enhances business performance.

Our board of directors has a balance of new and continuing directors, with an average tenure of approximately 5.5 years as of April 30, 2023.


			2023 PROXY STATEMENT			13

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PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINEES FOR ELECTION UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS


	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.


	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.


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PROPOSAL 1 - ELECTION OF DIRECTORS


	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.

CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS


	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.


			2023 PROXY STATEMENT			15

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PROPOSAL 1 - ELECTION OF DIRECTORS


	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.


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PROPOSAL 1 - ELECTION OF DIRECTORS

CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS


	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.


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	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.


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BOARD OF DIRECTORS ROLE AND RESPONSIBILITIES

RISK OVERSIGHT

Our board of directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance, and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.



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.

At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal, cyber-security, financial, tax and audit-related risks. Management provides our audit committee periodic reports on our compliance programs and investment policy and practices.

COMPENSATION RISK

Our compensation committee assesses and monitors whether any of our compensation policies, practices and programs has the potential to encourage excessive risk-taking. As part of its annual process, our compensation committee reviewed a risk assessment conducted by management and the committee’s independent compensation consultant to determine whether the design of our employee compensation programs and the amounts and components of employee compensation might create incentives for excessive risk taking by our employees. Based on that review, our compensation committee concluded that the risks arising from our employee compensation programs are not reasonably likely to have a material adverse effect on our company. Our compensation committee believes that our compensation programs encourage employees, including our executives, to remain focused on an appropriate balance of the short-term and long-term operational and financial goals of our company, thereby reducing the potential for actions that involve an excessive level of risk. See the section titled "Compensation Discussion and Analysis" for information regarding relevant features of our compensation programs, such as:

•Our equity awards for executive officers have both performance vesting criteria, as well as time-based vesting criteria, which balances competing short-term and long-term incentives;

•Our equity awards are full value awards and are granted on an annual basis with long-term, overlapping vesting periods to motivate recipients to focus on sustained stock price appreciation;

•Our performance equity and bonus awards contain a cap on maximum payout related to corporate performance;

•Our compensation committee has retained an independent compensation consultant to provide objective advice on matters related to the compensation of our executive officers and non-employee directors; and

•Our compensation committee annually reviews competitive benchmarking data in setting pay mix, targets and long-term incentive elements for our executive officers’ compensation packages.


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COMPLIANCE AND ETHICS

We pride ourselves on our culture and our company values. We strive to embody these values in everything we do. Just as important are our underlying common principles of Integrity, Honesty and Respect for Others—these truly define us and are at the heart of our code of conduct, which applies to all of our directors, officers and employees. Our code of conduct goes beyond merely fulfilling legal requirements—at Pure, conduct counts.

All of our employees are required to complete training courses on our code of conduct and acknowledge and certify compliance with our code of conduct and other key policies on an annual basis. In addition, we conduct mandatory trainings to address compliance risks associated with specific roles in our company. We also maintain an ethics hotline where employees and third-parties can anonymously report any concerns about possible violations of our code. We thoroughly investigate any information we receive through the hotline or otherwise and take appropriate remedial action when necessary. Conduct counts for our business partners as well. We conduct due diligence on new partners and vendors to confirm compliance with relevant laws. Our business partners are expected to comply with our partner code of conduct and we perform periodic audits to confirm that our code is followed in practice. We plan to disclose future amendments to certain provisions of our code of conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website. Our audit committee provides oversight of our ethics and compliance program.

Our board of directors has also adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of the business of the company in accordance with its fiduciary responsibilities. Our code of conduct, applicable waivers thereof, and our corporate governance guidelines are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We strive to deliver highly performant storage technology and solutions while building a sustainable and profitable business, for our customers, partners, investors, employees and for the communities we live and work. In 2021, we conducted an assessment to identify the most important Environmental, Social and Governance (ESG) topics for our company to address. The assessment was performed by a third-party ESG consultancy firm and synthesized feedback from Pure’s leadership team and various key stakeholder groups, including investors, customers and partners.

The top five important topics from the analysis form the foundation of our ESG program and report.

•Energy, Emissions and Climate Resilience

•Ethical Business Practices

•Talent Acquisition, Retention & Development

•Diversity, Equity & Inclusion.

•Data Security and Privacy

We plan to drive ESG impact by:

•Building sustainable technology infrastructure supporting the transition to net zero carbon emissions and decarbonization for our customers, supply chain, and operations.

•Cultivating an entrepreneurial spirit and an inclusive workplace that empowers everyone to achieve breakthrough outcomes, expand their skills, enable their career goals and pursue professional growth.

•Securely handling and managing data, focusing on ethics and transparency which are essential to maintaining trusted relationships with our customers and key stakeholders.


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To ensure proper oversight and accountability, we have operationalized ownership of our ESG Program. These are embedded into our technology strategy, business model and culture. Our ESG program governance structure is as follows:



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.

Our ESG executive sponsors are the Chief Financial Officer (CFO), Chief Legal Officer (CLO) and Chief Technology Officer (CTO). They meet regularly and work through VP and director level leaders who lead our internal ESG committees responsible for assessing, managing and progressing the integration of ESG priorities throughout our business operations.

We remain committed to progressing on our key ESG initiatives, creating positive outcomes for our customers with minimal environmental harm. For more information about our key ESG initiatives, our progress on aligning to the Task Force on Climate-related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) as well as other key standards and frameworks, see our ESG report at https://www.purestorage.com/company/corporate-social-responsibility.html.

ENVIRONMENT

Our portfolio of products were built from the beginning with the inherent ability to drive down carbon emissions, reduce energy consumption, and reduce the administrative resources required for enterprise data management. The transition from mechanical spinning hard disks to all-flash delivers a significant reduction in energy, space, and cooling energy requirements for storage. These improvements in energy and space efficiency align with the various emissions and energy consumption reduction initiatives across all industries and geographies. Through Pure’s unique business model, we have the opportunity to drive a refresh of all aging and inefficient hard disks that reside in data centers worldwide. Our Evergreen architecture allows our arrays to be upgraded non-disruptively, enabling our customers to continuously benefit from the latest hardware and software technology, without interruption to their continuous operation, while significantly reducing unnecessary product replacements and associated e-waste. Our as-a-service delivery models further reduces e-waste by refreshing aged product for use in our Evergreen//One service.

In fiscal 2023, we continued quantifying our greenhouse gas (GHG) emissions across scope 1, 2, and 3 and made a commitment to set Science Based Targets (SBTi). We completed a Life Cycle Analysis (LCA) assessment, in accordance with ISO 14040 and 14044 and continue to identify opportunities to reduce the environmental impact of our products and solutions.

In addition, Pure has made the following commitments to continue to improve our carbon footprint and address the issue of climate change:

•50% intensity reduction in market-based scope 1 and 2 GHG emissions per employee from FY20 to FY30

•Achieve net zero market-based scope 1 and 2 emissions by FY40

•66% intensity reduction in use of sold products scope 3 emissions per effective petabyte shipped from FY20 to FY30

For more information about our key ESG initiatives, see our ESG report at https://www.purestorage.com/company/corporate-social-responsibility.html.


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SOCIAL

Diversity, Equity and Inclusion

We continue to make strides to advance diversity, equity and inclusion (DEI). We believe that “walking the talk” on DEI is not only the right thing to do, it results in stronger innovation, improved workplace culture and a stronger bottom line. Some of our efforts on DEI include:

Advancing DEI from the top – In 2022, we launched the Inclusive Leadership Index (ILI) to recognize role model behaviors among our leaders at the VP level and above using several defined DEI factors. Annually, the leaders who attain role model results, according to the ILI, are recognized and given the opportunity to share their best practices internally.

Supporting employee community and connection – Our Employee Resource Groups (ERGs) are a point of pride and a critical way to advance inclusion through building strong community, connection and opportunities for development among our employees. We continue to support our ERGs through executive sponsorship, HR support, funding for key initiatives and amplifying ERG efforts among our employees.

Moving the needle on diversity representation – Our efforts to attract and retain diverse talent have enabled us to gradually improve representation in gender and under-represented groups (URG) in recent years. In the last year, the percentage of diverse hiring (female and URGs in the U.S.) continued to increase. In addition to hiring, we are proactive in monitoring retention and engagement of our diverse employees.

Driving equitable talent processes, pay and promotions – Our talent management processes include specific steps that ensure our performance reviews are equitable by level. We review pay equity twice a year. When analyzing our pay equity at the conclusion of our annual compensation review cycle we conduct a broad review that looks at differences between gender for pay, ratings, promotions and stock awards. In addition, we monitor the career progression ratio of female and URGs versus the overall workforce quarterly to ensure equitable promotion practices. When hiring, we ensure diverse candidate slates and diverse interview panels.

We report on the metrics and progress in areas mentioned above, including workforce diversity data, pay equity analysis results, average ILI scores and achievements on DEI priorities with our board of directors or its committees on a quarterly basis. We are leveraging the full force of our Talent Acquisition and Talent Management practices to attract, retain and develop a diverse workforce.

Human Capital Management

At Pure, we’re committed to our core values— customer-first, persistence, creativity, teamwork, and ownership. Our talented and diverse team lives these core values each day, creating a culture that is agile, nimble, inclusive and collaborative in an environment where everyone can thrive. Our workforce planning ensures that we are hiring and onboarding talent at the right speed and in alignment with our strategy and company priorities. In fiscal 2023, we grew headcount by approximately 22%, predominantly to advance our innovation, customer experience, and sales coverage. We continued to invest in our major R&D centers, including continued investments in Prague, Czech Republic and Bangalore, India which help power innovation across our product portfolio.

Our Talent Management strategy focuses on an integrated talent management ecosystem from onboarding to advancing our workforce, which encompasses a culture of continuous feedback and performance differentiation, individual career and development planning and stretch job assignments. Pure considers the health, safety and well-being of our employees and contingent workers to be paramount. We launched Purely You focusing on Mental health management, work-life balance, financial and family care.

Attracting, Developing and Retaining Talent

We strive to create a respectful, inclusive work environment that includes training and development programs so our global employees can further their career goals while in support of our corporate mission. Over the last two years, we have significantly expanded our holistic talent management efforts by designing and implementing globally consistent processes and tools to enable employee development, growth and performance. Our performance management process now includes multiple touchpoints for employees and managers to discuss feedback on performance, career aspirations, development opportunities and align on priorities. Additionally, we ensure people leader training sessions are available prior to key steps in the process to provide guidance and share best practices to give our people leaders confidence. Through this process, nearly 100% of our employees conduct self evaluations and receive performance assessments from their manager. Managers differentiate rewards based on business impact and how our employees model our values.


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Responsible Sourcing

Pure has long been on the cutting edge of supply chain operations with a robust supply chain strategy that benefits from multi-site, multi-continent operations and manufacturing. Pure is committed to ensuring our employees and suppliers take appropriate measures to help mitigate the risk of human trafficking and slavery within our global supply chain. We will not tolerate forced labor, indentured labor, involuntary/child labor, and human trafficking by any Pure Storage supplier or for any purpose, and have policies and monitoring programs in place. Our Supplier Code of Conduct, which is included in our Master Service Agreements, is based on the Responsible Business Alliance (RBA) Code of Conduct. We have a published Policy on Conflict Minerals. Pure has no indications that any products supplied by Pure contain conflict minerals, and we will continue to monitor our supply chain to honor our commitment and meet applicable laws.

Social Impact

Pure Good Foundation (Pure Good) was started by a small group of Pure employees who saw a need in the community and knew they could make a difference. A few months before going public, Pure employees approved and funded the creation of Pure Good by donating shares of stock. We are proud to be an employee-seeded foundation and work each day to honor their generosity.

Today, Pure Good divides its efforts across three areas:

Puritan Philanthropy – Focused on our core value of teamwork and our corporate culture of doing good, we offer employees three ways to deepen their engagement with local causes dear to their hearts: (a) our Employee Volunteer program, which includes Global Interest Grants to promote team building through charity; (b) the Community Volunteer program to amplify individual philanthropic work with donations; and (c) the Board Member program to support those non-profits to which our employees invest their time.

Environment – Pure’s products have always had a positive net effect for our customers and the planet. From our Evergreen program to eliminating plastic in our offices, we continually analyze how we can do more to ensure we are decreasing our environmental footprint. We amplify those efforts by investing in nonprofits working on these issues.

Workforce Development – The world is becoming increasingly technological and many individuals looking for jobs find themselves lacking the training necessary to compete in today’s job market. Pure Good pairs our employees with workforce development organizations that provide continuing education, professional development, and entry-level jobs for people from historically disadvantaged populations.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041. The communication should indicate that it contains a stockholder or interested party communication. Communications addressed to our board or individual members of our board will be screened for appropriateness before forwarding to the director or directors to whom the communication is addressed. Communications that are unrelated to the duties and responsibilities of the board and its committees, such as mass mailings, inquiries regarding routine operational matters, employment inquiries and surveys may not be forwarded. If no particular director is named, appropriate correspondence will be forwarded, depending upon the subject matter, to the Chair of the audit, compensation, or governance committee, as applicable.

BOARD STRUCTURE AND PROCESSES

BOARD LEADERSHIP

Mr. Giancarlo serves as Chairman of our board of directors and Dr. Dietzen serves as Vice Chairman of our board of directors. Our board of directors does not have a lead independent director. Our board of directors believes that the current board leadership structure, with strong internal knowledge and relationships, coupled with an emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from the extensive executive leadership and operational experience of Mr. Giancarlo and Dr. Dietzen. Independent directors and management sometimes have different yet beneficial perspectives and roles in effective governance and strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while Dr. Dietzen and Mr. Giancarlo bring company-specific experience and expertise.


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DIRECTOR INDEPENDENCE

Our common stock is listed on the New York Stock Exchange (NYSE). Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of our board of directors.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Mses. S. Taylor, R. Taylor and Yen, and Messrs. Brown, Murphy, Rothschild and Tomb do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Dr. Dietzen and Messrs. Colgrove and Giancarlo are not independent due to their status as our current or former executive officers.

Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence.

EXECUTIVE SESSIONS OF DIRECTORS

In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions of non-management directors during each regularly scheduled board meeting and at such other times as may be requested by a non-management director. The non-management directors provide feedback to executive management, as needed, promptly after the executive session. Neither Mr. Giancarlo nor Mr. Colgrove participates in such sessions. In addition, we hold executive sessions including only independent directors at least once a year. The presiding director at each executive session is chosen by the directors present at that meeting.

BOARD COMMITTEES

Our board of directors has established an audit and risk committee (audit committee), a compensation and talent committee (compensation committee) and a nominating and corporate governance committee (governance committee). Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The composition and functions of each committee are described below.


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AUDIT AND RISK COMMITTEE



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.


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COMPENSATION AND TALENT COMMITTEE



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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.


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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE



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.

CORPORATE GOVERNANCE BEST PRACTICES

We are committed to robust corporate governance practices, as well as the continuous improvement of those practices, in order to maintain and enhance independent oversight and align our governance with our strategic objectives. These practices include the following:



✔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.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met 5 times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served.

We encourage our directors and nominees for director to attend our annual meeting of stockholders, and nine of our ten directors attended our annual meeting of stockholders in 2022.


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BOARD EVALUATIONS AND EDUCATION

Our governance committee oversees the board evaluation process. We conducted a written board evaluation, and our chief legal officer interviewed our directors and members of the executive team to gather feedback on directors, committees and our board of directors in general. Directors responded to questions designed to elicit information to be used in improving the effectiveness of our board of directors. Our chief legal officer synthesized the results and comments received during such interviews, presented the findings to our governance committee and our board of directors, and led a discussion about board and committee performance and effectiveness.

We encourage directors to participate in continuing education programs focused on our business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors, and we will reimburse directors for their expenses associated with this participation. We provide a corporate membership to a leading association for corporate directors, as a third-party informational and training resource for our directors relating to governance best practices. We also encourage our directors to attend company events such as our annual company kick-off event and our user conference.

TRANSACTIONS WITH RELATED PERSONS

The following is a summary of transactions since the beginning of our last fiscal year to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. For a description of compensation and equity awards relating to our executive officers and certain members of our board of directors, see the sections titled “Executive Compensation” and “Director Compensation.”

INDEMNIFICATION AGREEMENTS

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provides our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

RELATED-PARTY TRANSACTION POLICY

We have adopted a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. No such request has been submitted to our audit committee since the beginning of our last fiscal year. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.


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PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

Our non-employee director compensation program is designed to attract, retain and reward qualified non-employee directors and align the financial interests of these directors with the interests of our stockholders. Pursuant to this program, each member of our board of directors who is not our employee receives cash and equity compensation for board service as described below. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending board of directors and committee meetings.

INPUT

PROPOSAL

PRESENTATION

OUTCOME

Consultant provides input on program design considerations

Consultant proposes alternative program designs for consideration

Consultant presents competitive non-employee director compensation data and analyses

Based on the recommendations of our compensation committee and of the Consultant, our board of directors may approve changes in our director compensation program

Our compensation committee consults annually with its independent compensation consultant (Consultant), to review our director compensation program. As part of that annual review, the Consultant provides input on program design considerations, proposes alternative program designs for consideration, and presents competitive non-employee director compensation analyses and data from our peer group. For fiscal 2023, the Consultant was Aon Radford, and upon our compensation committee’s recommendation, our board of directors approved slight adjustments to the cash components of our director compensation program. No changes were made to the equity component, as the compensation committee and the board of directors concluded that the equity values were appropriate at this time.

CASH COMPENSATION

During fiscal 2023, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:


			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

EQUITY COMPENSATION

During fiscal 2023, eligible directors received a restricted stock unit (RSU) award for a number of shares equal to $235,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the date of our annual stockholder meeting in June 2022, to vest fully on the one-year anniversary of the date of grant. The director would vest in a prorated portion of the award if he or she resigns in advance of the vesting date. Additionally, new non-employee directors will receive an RSU award for a number of shares equal to $600,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the effective date of such appointment or election. The new non-employee director vests as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares subject to the award in 12 substantially equal quarterly installments thereafter. In the event of a change of control of the company, the directors’ awards would immediately vest in full.


			2023 PROXY STATEMENT			29

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PROPOSAL 1 - ELECTION OF DIRECTORS

FISCAL 2023 DIRECTOR COMPENSATION TABLE

The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2023. The table excludes Messrs. Colgrove and Giancarlo, who are also our executive officers and did not receive any compensation in their roles as directors in fiscal 2023.


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