
		7.		~~Pure Storage \| 2018 Proxy Statement~~

~~Proposal 1~~

~~Election Of Directors~~

Our board of directors consists of nine members. 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. Our directors are divided into the three classes as follows:

•

~~Class~~ ~~III directors~~~~: Dr. Sands and Messrs. Rothschild and Volpi, whose terms will expire at the upcoming meeting;~~

•

~~Class~~ ~~I directors~~~~: Messrs. Colgrove, Dietzen and Giancarlo, whose terms will expire at the meeting of stockholders to be held in 2019; and~~

•

~~Class~~ ~~II directors~~~~: Messrs. Garrett, Slootman and Speiser, whose terms will expire at the meeting to be held in 2020.~~

~~Any additional 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 ofone-third~~ ~~of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Pure Storage.~~

Dr. Sands and Messrs. Rothschild and Volpi are currently directors of Pure Storage and have been nominated to continue to serve as Class III 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 2021 and until her or his successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

~~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 threenominees 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 will be voted for the election of a substitute nominee proposed by us.

~~Nominees~~

Our nominating and corporate 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 effective functioning of our board of directors. Each of the nominees listed below is currently a director and was elected or appointed to our board of directors prior to our initial public offering.

~~Our board of directors recommends a vote~~~~FOR~~ ~~each Class III director nominee above.~~


~~Pure Storage \| 2018 Proxy Statement~~		8.

The following table sets forth, for the Class III nominees and our other directors who will continue in office after the meeting, their ages and position/office held with us as of the date of this proxy statement:


~~Name~~	~~Age~~	~~Position/Office Held With Pure Storage~~
~~Class III directors for election until the 2021 Annual Meeting of Stockholders~~
~~Jeff Rothschild (3)~~	63	~~Director~~
~~Anita Sands (1)(3)~~	41	~~Director~~
~~Michelangelo Volpi (1)(2)~~	51	~~Director~~
~~Class I directors whose terms expire at the 2019 Annual Meeting of Stockholders~~
~~Charles Giancarlo~~	60	~~Chief Executive Officer and Director~~
~~Scott Dietzen~~	55	~~Chairman~~
~~John “Coz” Colgrove~~	55	~~Founder, Chief Technology Officer and Director~~
~~Class II directors whose terms expire at the 2020 Annual Meeting of Stockholders~~
~~Mike Speiser~~	47	~~Director~~
~~Mark Garrett (1)~~	60	~~Director~~
~~Frank Slootman (2)~~	59	~~Director~~

~~(1)~~

~~Member of the audit committee.~~

~~(2)~~

~~Member of the compensation committee.~~

~~(3)~~

~~Member of the nominating and corporate governance committee.~~

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

~~Nominees for Election Until the 2021 Annual Meeting of Stockholders~~

~~Jeff Rothschild~~has served on our board of directors since March 2018. Since 1999, Mr. Rothschild has served as an Advisor and Venture Partner at Accel Partners. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook from 2005 to 2015. Mr. Rothschild previously~~co-founded~~ Veritas Software Corp., a provider of storage management solutions, which merged with Symantec Corporation, an information security firm, in 2005 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 Trust. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience, as well as his relevant infrastructure knowledge and customer perspective.

~~Anita Sands~~ has served on our board of directors since July 2015. From April 2012 to September 2013, Dr. Sands served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm. From April 2010 to April 2012, Dr. Sands served as Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services. From October 2009 to April 2010, Dr. Sands served as Transformation Consultant at UBS Financial


		9.		~~Pure Storage \| 2018 Proxy Statement~~

Services. From 2008 to 2009, Dr. Sands served as Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Prior to that, Dr. Sands also held several leadership positions with RBC Financial Group and CIBC. Dr. Sands currently serves on the board of directors of Symantec and ServiceNow, Inc. Dr. Sands earned a B.S. in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and Molecular Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University. Dr. Sands’ qualifications for board service include her extensive leadership and operational experience at global financial services firms, as well as her service as a director of multiple large technology companies.

~~Michelangelo Volpi~~has served on our board of directors since April 2014. Since 2009, Mr. Volpi has served as a partner at Index Ventures, a venture capital firm. From 2007 to 2009, Mr. Volpi served as Chief Executive Officer for Joost Inc., an internet video services company. From 1994 to 2007, Mr. Volpi served in various executive roles at Cisco Systems, Inc., a technology company, including Chief Strategy Officer and Senior Vice President and General Manager, Routing and Service Provider Group. Mr. Volpi currently serves on the board of directors of Exor S.p.A., Fiat Chrysler Automobiles N.V., and Hortonworks, Inc. Mr. Volpi served on the board of directors of Telefonaktiebolaget L.M. Ericsson from 2010 to 2013. Mr. Volpi earned a B.S. in Mechanical Engineering, an M.S. in Manufacturing Systems Engineering and an M.B.A. from Stanford University. Mr. Volpi’s qualifications for board service include his leadership experience, expertise as a venture capital investor and knowledge regarding the enterprise technology industry.

~~Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders~~

~~Mark Garrett~~ has served on our board of directors since July 2015. From February 2007 to April 2018, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett currently serves on the board of directors of Cisco Systems, Inc. and GoDaddy, Inc. Mr. Garrett previously served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in accounting and marketing from Boston University and an M.B.A. from Marist College. Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.

~~Mike Speiser~~has served on our board of directors since October 2009. Since 2008, Mr. Speiser has served as a Managing Director at Sutter Hill Ventures, a venture capital firm. From 2007 to 2008, Mr. Speiser served as Vice President of Community Products at Yahoo! Inc. From 2006 to 2007, Mr. Speiser served as President and Chief Executive Officer of Bix, Inc., an internet company that Mr. Speiser founded. From 2005 to 2006, Mr. Speiser served as a technical advisor to Symantec. From 2001 to 2005, Mr. Speiser served as Vice President of Product Management and Product Marketing at Veritas Software. Mr. Speiser earned a B.A. in Political Science from the University of Arizona and an M.B.A. from Harvard Business School. Mr. Speiser’s qualifications for board service include his early and active involvement with Pure Storage and his extensive leadership and operational experience, as well as his perspective as a venture investor.

~~Frank Slootman~~has served on our board of directors since May 2014. Since October 2016, Mr. Slootman has served as the Chairman of ServiceNow, Inc., an enterprise IT cloud company. From May 2011 to April 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow. From January 2011 to April 2011, Mr. Slootman


~~Pure Storage \| 2018 Proxy Statement~~		~~10.~~

served as a Partner with Greylock Partners, a venture capital firm. From 2011 to 2012, Mr. Slootman served as an advisor to EMC Corporation. From 2009 to 2011, Mr. Slootman served as President of the Backup Recovery Systems Division at EMC. From 2003 to 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an information technology company, which was acquired by EMC in 2009. Mr. Slootman served as a member of the board of directors of Imperva, Inc. from 2011 to 2016. Mr. Slootman earned undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. Mr. Slootman’s qualifications for board service include his extensive leadership and operational experience, as well as his relevant industry knowledge.

~~Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders~~

~~John “Coz” Colgrove~~ has served as our Chief Technology Officer and as a member of our board of directors since founding Pure Storage in October 2009. 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 150 patents in the areas of system, data storage and software design. Mr. Colgrove’s qualifications for board service include his industry knowledge and his experience as a founder of Pure Storage, as well as his leadership experience and deep technical expertise.

~~Scott Dietzen~~ has served as our Chairman since August 2017 and as a member of our board of directors since October 2010. Dr. Dietzen previously served as our Chief Executive Officer from October 2010 to August 2017. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as interim Senior Vice President 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 BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company that was acquired by IBM. 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. Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies.

~~Charles Giancarlo~~has served as our Chief Executive Officer and as a member of our board of directors since August 2017. 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 Silver Lake’s portfolio companies. From 2008 to 2009, Mr. Giancarlo served as Interim President and CEO of Avaya. 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 and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Accenture plc, Arista Networks, Inc. and zScaler, Inc. Mr. Giancarlo previously served on the boards of directors of Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received 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. Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience, as well as his relevant industry knowledge.


		~~11.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~Executive Officers~~

~~The following is biographical information for our executive officers not discussed above, as of the date of this proxy statement:~~


~~Name~~	~~Age~~	~~Position/Office Held With Pure Storage~~
~~David Hatfield~~	50	~~President~~
~~Timothy Riitters~~	45	~~Chief Financial Officer~~

~~David Hatfield~~ has served as our President since January 2013. From March 2007 to January 2013, Mr. Hatfield served as Senior Vice President of Worldwide Sales, Marketing, Products and Services and President of SaaS at Limelight Networks, Inc., a digital presence management software company, where he was responsible for establishing their customer operations and global channel. From 2006 to 2007, Mr. Hatfield served as Vice President-General Manager of Professional Services for the Americas at Symantec and as Symantec’s Vice President of Sales from 2005 to 2006. From 2003 to 2005, Mr. Hatfield served as Vice President of Sales at Veritas Software. Mr. Hatfield earned a B.S. in Political Science from Santa Clara University.

~~Timothy Riitters~~ has served as our Chief Financial Officer since August 2014. From January 2010 to August 2014, Mr. Riitters served as Senior Director of Corporate Finance at Google, Inc., an internet technology company, where he was responsible for overseeing their annual planning and budget process. From 2007 to 2010, Mr. Riitters served as Director, EMEA Financial Operations at Google, and from 2004 to 2007, as Finance Process Manager. From 2002 to 2004, Mr. Riitters served as a Senior Product Manager at Siebel Systems, Inc., a software company. Mr. Riitters previously worked at Deloitte & Touche. Mr. Riitters is a certified public accountant (inactive) and earned a B.S. in Accounting from the University of Minnesota and an M.B.A. from Northwestern University.


~~Pure Storage \| 2018 Proxy Statement~~		~~12.~~

~~Proposal 2~~

~~Ratification of Selection of Independent~~

~~Registered Public Accounting Firm~~

Our board of directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2019 and has further directed that management submit this selection for ratification by the stockholders at the meeting. Deloitte & Touche has served as our independent registered public accounting firm for our five prior fiscal years. Representatives ofDeloitte & Touche are expected to be present during the meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Our board of directors is submitting this selection as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our board of directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our board of directors may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Pure Storage and its stockholders.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to ratify the selection of Deloitte & Touche.

~~Principal Accountant Fees and Services~~

~~The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended January 31, 2017 and 2018.~~

   Fiscal Year Ended January 31,
   2017             2018
  Audit fees (1)
$ 2,719,850             $ 2,745,702
  Tax fees(2)
606,402             702,696
  All other fees
-             -
  Total fees
$ 3,326,252             $ 3,448,398

~~(1)~~

Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements presented in our Annual Report on Form~~10-K,~~ ~~review of the interim consolidated financial statements included in our quarterly reports and services normally provided in connection with regulatory filings.~~

~~(2)~~

~~Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.~~

~~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 January 31, 2019.~~


		~~13.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~Pre-Approval~~ ~~Policies and Procedures~~

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board, regarding auditor independence, the audit committee has responsibility for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has a practice of, and plans to adopt a policy and procedures for, the~~pre-approval~~ ~~of audit andnon-audit~~ ~~services rendered by our independent registered public accounting firm, Deloitte & Touche. The audit committee generallypre-approves~~ ~~specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval~~ ~~may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit,case-by-case~~ ~~basis before the independent auditor is engaged to provide each service. Thepre-approval~~ ~~of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.~~

~~All of the services provided by Deloitte & Touche for our fiscal years ended January 31, 2017 and 2018, as described in the “Principal Accountant Fees and Services” table above, werepre-approved~~ by the audit committee or our board of directors. Our audit committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining the principal accountant’s independence.

~~Audit Committee Report~~

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2018 with the management of Pure Storage. The audit committee has discussed with its independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by Auditing Standard No. 1301,~~Communications with Audit Committees,~~ as adopted by the Public Company Accounting Oversight Board. The audit committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in Pure Storage’s Annual Report on Form~~10-K~~ ~~for the fiscal year ended January 31, 2018.~~

~~The Audit Committee~~

~~Mark Garrett (chair)~~

~~Anita Sands~~

~~Michelangelo Volpi~~

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Pure Storage under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


~~Pure Storage \| 2018 Proxy Statement~~		~~14.~~

~~Proposal 3~~

~~Advisory Vote on Executive Compensation~~

We are seeking approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended January 31, 2018, as described in this proxy statement below in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.” This vote is not intended to address any specific item of compensation, and is rather intended to address the overall compensation of our named executive officers and the policies and practices as described in this proxy statement.

Our compensation programs are overseen by our compensation committee and reflect our general compensation philosophy for all employees, including our executive officers. Our executive compensation program is designed to attract, motivate, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time. We strive to provide an executive compensation program that is market competitive, rewards achievement of our business objectives and is designed to provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentives) that are intended to align the interests of our executive officers with those of our stockholders.

This vote is advisory and therefore not binding on Pure Storage or our board of directors. Our board of directors and its committees value the opinions of our stockholders, and to the extent there is any significant vote against the executive compensation described in this proxy statement, our compensation committee will consider the impact of such vote on our compensation policies and decisions.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to approve the compensation of our named executive officers for the fiscal year ended January 31, 2018.

~~Our board of directors recommends a vote~~~~FOR~~ ~~the approval of the compensation of~~

~~our named executive officers as described in this proxy statement.~~


		~~15.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~Board of Directors and Corporate Governance~~

~~Our business affairs are managed under the direction of our board of directors.~~

~~Director Independence~~

~~Our Class A 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 Dr. Sands and Messrs. Garrett, Rothschild, Slootman, Speiser and Volpi 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. Messrs. Colgrove, Dietzen 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.~~

~~Board Leadership~~

Dr. Dietzen serves as Chairman of our board of directors. Our board of directors believes that the current board leadership structure, coupled with a strong 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 Dr. Dietzen as our former chief executive officer. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while Messrs. Colgrove, Dietzen and Giancarlo bring company-specific experience and expertise.

~~Executive Sessions of Independent Directors~~

~~In order to promote open discussion amongnon-management~~ ~~directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions ofnon-management~~ ~~directors during each regularly scheduled board meeting and at such other times if requested by anon-management~~ ~~director. Thenon-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 committee, a compensation committee and a nominating and corporate 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


~~Pure Storage \| 2018 Proxy Statement~~		~~16.~~

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.

~~Audit Committee~~

Our audit committee consists of Dr. Sands and Messrs. Volpi and Garrett. The chair of our audit committee is Mr. Garrett. Our board of directors has determined that Dr. Sands and Messrs. Volpi and Garrett are independent under NYSE listing standards~~and Rule 10A-3(b)(1) of~~ the Exchange Act. Our board of directors has determined that Mr. Garrett is 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.

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 and to oversee our independent registered accounting firm. Specific responsibilities of our audit 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 andyear-end~~ ~~operating results;~~

~~developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;~~

~~reviewing our policies on risk assessment and risk management;~~

~~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; and

~~approving (or, as permitted,pre-approving)~~ ~~all audit and all permissiblenon-audit~~ ~~services, other than de minimisnon-audit~~ ~~services, to be performed by the independent registered public accounting firm.~~

~~Compensation Committee~~

Our compensation committee consists of Messrs. Slootman and Volpi. The chair of our compensation committee is Mr. Slootman. Our board of directors has determined that Messrs. Slootman and Volpi are independent under NYSE listing standards, and are~~“non-employee~~ ~~directors” as defined inRule 16b-3~~ ~~promulgated under the Exchange Act.~~


		~~17.~~		~~Pure Storage \| 2018 Proxy Statement~~

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. 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 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; and~~

~~reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.~~

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.

~~Compensation Committee Interlocks and Insider Participation~~

Neither Mr. Slootman nor Mr. Volpi, 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.

~~Nominating and Corporate Governance Committee~~

Our nominating and corporate governance committee consists of Dr. Sands and Mr. Rothschild. The chair of our nominating and corporate governance committee is Dr. Sands. Each member of the nominating and corporate 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.

~~Specific responsibilities of our nominating and corporate governance committee include:~~

~~identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;~~


~~Pure Storage \| 2018 Proxy Statement~~		~~18.~~

~~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;~~

~~reviewing management succession plans;~~

~~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.~~

Our nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Our nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the company, 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 Pure Storage’s stockholders. These qualifications may be modified from time to time. The committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of our board of directors and the company, to maintain a balance of knowledge, experience and capability. 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.

In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee will review directors’ prior service to Pure Storage, 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, our nominating and corporate governance 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. Our nominating and corporate governance 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. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.

Our nominating and corporate 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. The committee may implement a formal policy regarding consideration of director candidates recommended by stockholders in the future.

~~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


		~~19.~~		~~Pure Storage \| 2018 Proxy Statement~~

board of directors. Our board of directors met five times during our last fiscal year. The audit committee met four times during our last fiscal year. The compensation committee met three times during our last fiscal year. The nominating and corporate governance committee met two 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 four of our directors attended our 2017 annual meeting of stockholders.~~

~~Code of Conduct and Corporate Governance Guidelines~~

We have adopted a code of conduct that applies to all of our directors, officers and employees. 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 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 Pure Storage 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.

~~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, to improve long-term organizational performance, and to 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 committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies, practices and programs has the potential to encourage excessive risk-taking.

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 risks and financial, tax and audit related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.

~~Director Compensation~~

~~Our board of directors has adopted anon-employee~~ ~~director compensation policy, pursuant to which ournon-employee~~ ~~directors (other than Dr. Dietzen) are eligible to receive cash compensation~~


~~Pure Storage \| 2018 Proxy Statement~~		~~20.~~

for service on our board of directors and committees of our board of directors. In May 2017, following input from Compensia, our board of directors amended the policy to cover the representatives of venture capital firms on our board (Messrs. Bhusri, Speiser and Volpi)and to provide for the grant of equity compensation to our~~non-employee~~ ~~directors. We will reimburse our directors for their reasonableout-of-pocket~~ expenses in connection with attending board of directors and committee meetings. A director may decline to accept compensation under the policy, or may direct us to donate the payments to the Pure Good Foundation or another charitable organization.

~~Cash Compensation~~

~~During fiscal 2018, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:~~


		~~Annual Cash Retainer ($)~~
~~Annual retainer (1)~~		~~30,000~~
~~Additional retainer for audit committee chair~~		~~20,000~~
~~Additional retainer for audit committee member~~		~~10,000~~
~~Additional retainer for compensation committee chair (2)~~		~~12,000~~
~~Additional retainer for compensation committee member (3)~~		~~6,000~~
~~Additional retainer for nominating and governance committee chair (4)~~		~~8,000~~
~~Additional retainer for nominating and governance committee member~~		~~4,000~~

~~(1)~~

~~In February 2018, our board of directors approved an increase from $30,000 to $37,000, effective as of May 1, 2018.~~

~~(2)~~

~~In February 2018, our board of directors approved an increase from $12,000 to $15,000, effective as of May 1, 2018.~~

~~(3)~~

~~In February 2018, our board of directors approved an increase from $6,000 to $7,500, effective as of May 1, 2018.~~

~~(4)~~

~~In February 2018, our board of directors approved an increase from $8,000 to $10,000, effective as of May 1, 2018.~~

~~Equity Compensation~~

Eligible directors were entitled to receive a restricted stock unit award for a number of shares equal to $235,000 determined on the basis of the closing price of our common stock on the date of our annual stockholder meeting in June 2017, to vest fully on the anniversary of the date of grant. The director vests in a prorated portion of the award if he or she resigns in advance of the vesting date. In the event of a change of control of the company, the director’s award would immediately vest in full.

After the end of fiscal 2018, following a competitive review of market data and advice from Compensia, our compensation committee amended the policy (i) to increase the cash retainers and equity award value to be received by eligible directors and (ii) to provide for an initial restricted stock unit award upon initial appointment or election of an eligible director to our board of directors.

~~Fiscal 2018 Director Compensation Table~~

~~The following table provides information regarding the total compensation paid to ournon-employee~~ ~~directors in fiscal 2018. The table excludes Messrs. Colgrove, Dietzen and Giancarlo,~~


		~~21.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~who were executive officers during fiscal 2018 and did not receive any compensation in their roles as directors in fiscal 2018.~~

  Name


Fees Earned
or Paid in Cash ($)


Stock Awards ($) (1)


Total ($)

  Aneel Bhusri (2)
   -    200,005    200,005
  Mark Garrett
   50,000    200,005    250,005
  Anita Sands
   48,000    200,005    248,005
  Frank Slootman
   36,000    200,005    236,005
  Mike Speiser
   22,500    200,005    222,505
  Mike Volpi (3)
   -    -    -

~~(1)~~

As provided in the policy, in June 2017, each of Dr. Sands and Messrs. Bhusri, Garrett, Slootman and Speiser received a restricted stock unit award for 15,601 shares of our Class A common stock that will vest in full on June 20, 2018, the anniversary of the date of our annual stockholder meeting in June 2017. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this award, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form~~10-K,~~ ~~as filed with the SEC on March 26, 2018.~~

~~(2)~~

Mr. Bhusri declined to accept his cash compensation under the policy, and we donated $31,500, the equivalent of his cash fees, to the Workday Foundation (a 501(c)(3) organization) in honor of his service. Mr. Bhusri resigned from our board of directors in March 2018, and a prorata portion of his equity award was vested and released immediately, consistent with the policy.

~~(3)~~

Mr. Volpi declined to accept any compensation under the policy, and we donated $33,000, the equivalent of his cash fees, to the Pure Good Foundation (a 501(c)(3) organization) in honor of his service.

~~From time to time, we have granted equity awards to certain of ournon-employee~~ ~~directors as compensation for their services and intend to continue to do so on an annual basis when we review the compensation of ournon-employee~~ directors.As of January 31, 2018, Dr. Sands and Messrs. Garrett and Slootman each held options to purchase 320,000, 320,000 and 540,000 shares of our common stock, and Dr. Sands and Messrs. Bhusri, Garrett, Slootman and Speiser each held a restricted stock unit award for 15,601 shares of our common stock.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of Pure Storage’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of Pure Storage. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended January 31, 2018, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.


~~Pure Storage \| 2018 Proxy Statement~~		~~22.~~

~~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, Mountain View, California 94041. The communication should indicate that it contains a stockholder or interested party communication. All such communication will be forwarded to the director or directors to whom the communications are addressed.


		~~23.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~Security Ownership~~

The following table sets forth, as of April 25, 2018, certain information with respect to the beneficial ownership of our common stock: (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Class A common stock or Class B common stock, (b) by each of our directors, (c) by each of our executive officers, and (d) by all of our current executive officers and directors as a group.

The percentage of shares beneficially owned shown in the table is based on 164,050,759 shares of Class A common stock and 65,518,006 shares of our Class B common stock outstanding as of April 25, 2018. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to options held by the person that are currently exercisable or exercisable within 60 days of April 25, 2018. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.

~~Except as otherwise noted below, the address for persons listed in the table is c/o Pure Storage, Inc., 650 Castro Street, Mountain View, California 94041.~~

   Shares Beneficially Owned
% of Total
Voting
Power (1)
   Class A Class B
  Name of Beneficial Owner Shares % Shares %
  Executive Officers:

  Charles Giancarlo (2)
1,786,556 1.1 – – *
  John Colgrove (3)
316,712 * 13,603,926 20.7 16.6
  David Hatfield (4)
471,317 * 1,762,786 2.6 2.2
  Timothy Riitters (5)
434,250 * 881,875 1.3 1.1
  Directors:

  Scott Dietzen (6)
571,538 * 6,506,083 9.9 8.0
  Mark Garrett (7)
35,601 * 300,000 * *
  Jeff Rothschild
– – – – –
  Anita Sands (8)
35,601 * 300,000 * *
  Frank Slootman (9)
35,601 * 520,000 * *
  Mike Speiser (10)
15,601 * 7,544,397 11.5 9.2
  Michelangelo Volpi
– – – – *
  All directors and executive officers as a group (11 persons) (11)
3,702,777 2.3 31,419,067 45.5 38.8
  5% Stockholders:

  Entities affiliated with Greylock (12)
1,382,012 * 6,709,155 10.2 8.4
  Tench Coxe (13)
– – 6,265,667 9.5 7.6
  Entities affiliated with BlackRock (14)
16,162,210 9.9 – – 2.0
  Vanguard Group (15)
8,874,192 5.4 – – 1.1


~~Pure Storage \| 2018 Proxy Statement~~		~~24.~~

*	~~Denotes less than 1%~~

~~(1)~~

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and holders of our Class A common stock are entitled to one vote per share.

~~(2)~~

~~Consists of 1,786,556 shares of Class A common stock held by Mr. Giancarlo, all of which are unvested restricted stock awards (~~~~RSAs~~~~), subject to our right of repurchase.~~

~~(3)~~

Consists of (i) 316,712 shares of Class A common stock held by Mr. Colgrove, of which 291,805 shares are unvested RSAs and subject to our right of repurchase, and (ii) 13,603,926 shares of Class B common stock, of which (a) 2,250,000 shares are held by Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE; (b) 2,250,000 shares are held by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE; (c) 1,553,926 shares are held by the Colgrove Family Living Trust, over which Mr. Colgrove shares voting and dispositive power; (d) 7,500,000 shares are held directly by Mr. Colgrove; and (e) 50,000 shares will be issuable pursuant to stock options exercisable as of June 24, 2018.

~~(4)~~

Consists of (i) 471,317 shares of Class A common stock, of which 291,805 shares are unvested RSAs and subject to our right of repurchase, and (ii) 1,762,786 shares of Class B common stock of which (a) 18,666 shares are held by DMH 2013 Irrevocable Trust, 18,666 shares are held by JHH 2013 Irrevocable Trust, and 18,666 shares are held by KGH 2013 Irrevocable Trust, over which Mr. Hatfield has voting and dispositive power; (b) 606,514 shares are held directly by Mr. Hatfield; and (c) 1,156,272 shares will be issuable pursuant to stock options exercisable as of June 24, 2018.

~~(5)~~

Consists of (i) 434,250 shares of Class A common stock held by Mr. Riitters, of which 369,270 shares are unvested RSAs and subject to our right of repurchase, and (ii) 881,875 shares of Class B common stock issuable pursuant to stock options exercisable as of June 24, 2018.

~~(6)~~

Consists of (i) 571,538 shares of Class A common stock held by Dr. Dietzen, of which (a) 500,000 shares are held by JP Morgan Trust Company of Delaware, as Trustee of the Dietzen Family 2014 Irrevocable Trust GST Exempt Trust under agreement dated March 25, 2014, over which Dr. Dietzen currently shares voting power but which have been irrevocably contributed to two exchange funds, of which 300,000 shares have been accepted by an exchange fund, and (b) 39,233 shares are unvested RSAs and subject to our right of repurchase, and (ii) 6,506,083 shares of Class B common stock, of which (a) 5,306,083 shares are held by Scott Dietzen and Katherine Dietzen,~~Co-Trustees~~ of the Dietzen Living Trust, dated January 16, 2009, over which Dr. Dietzen shares voting and dispositive power; (b) 900,000 shares are held by JP Morgan Trust Company of Delaware, as Trustee of the Dietzen Family 2014 Irrevocable Trust GST Exempt Trust under agreement dated March 25, 2014, over which Dr. Dietzen shares voting and dispositive power, and (c) 300,000 shares will be issuable pursuant to stock options exercisable as of June 24, 2018.

~~(7)~~

Consists of (i) 35,601 shares of Class A common stock, of which (a) 20,000 shares are issuable pursuant to vested stock options, and (b) 15,601 shares are issuable pursuant to the vesting of restricted stock units prior to June 24, 2018, and (ii) 300,000 shares of Class B common stock that are exercisable pursuant to stock options, of which 175,000 shares will be vested as of June 24, 2018.


		~~25.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~(8)~~

Consists of (i) 35,601 shares of Class A common stock, of which (a) 20,000 shares are issuable pursuant to vested stock options; and (b) 15,601 shares are issuable pursuant to the vesting of restricted stock units prior to June 24, 2018, and (ii) 300,000 shares of Class B common stock that are exercisable pursuant to stock options, of which 175,000 shares will be vested as of June 24, 2018.

~~(9)~~

Consists of (i) 35,601 shares of Class A common stock, of which (a) 20,000 shares are issuable pursuant to vested stock options, and (b) 15,601 shares are issuable pursuant to the vesting of restricted stock units prior to June 24, 2018, and (ii) 520,000 shares of Class B common stock issuable pursuant to vested stock options.

~~(10)~~

Consists of (i) 15,601 shares of Class A common stock that will be issued pursuant to the vesting of restricted stock units prior to June 24, 2018, and (ii) 7,694,397 shares of Class B common stock, of which (a) 2,938,406 shares are held by Speiser Trust, of which Mr. Speiser is a trustee; (b) 377,173 shares are held by Chatter Peak Partners, L.P., of which Mr. Speiser is a trustee of a trust which is the general partner; (c) 6,000 shares are held by Wells Fargo Bank, N.A. FBO Michael L. Speiser Roth IRA, Mr. Speiser’s Roth IRA account; (d) 43,800 shares are held by Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Michael L. Speiser, a retirement trust for the benefit of Mr. Speiser; (e) 1,024,538 shares held by Sutter Hill Associates, LLC (~~SHA~~~~). Sutter Hill Ventures, a California Limited Partnership (~~~~SHV~~) has voting and dispositive power over the shares held by SHA, and Mr. Speiser is a trustee of a trust which is a member of SHA; (f) 3,072,254 shares are held by SHV as a nominee on behalf of, and for the exclusive benefit of a trust (of which Mr. Speiser is a trustee), which is a member of the general partner of SHV; and (g) 232,226 shares held by Sutter Hill Management, LLC (~~SHM~~~~). SHV has voting and dispositive power over the shares held by SHM, and Mr. Speiser is a trustee of a trust which is a member of SHM.~~

~~(11)~~

Consists of 31,569,067 shares of common stock held by our current directors and executive officers and entities affiliated with certain of our directors, of which 2,778,669 shares are unvested and subject to our right of repurchase, and 3,570,551 shares are issuable pursuant to exercisable stock options or the vesting of restricted stock units prior to June 24, 2018.

~~(12)~~

~~Consists of (i) 1,382,012 shares of Class A common stock, of which (a) 1,309,275 shares are held directly by Greylock XIV Limited Partnership and (b) 72,737 shares are held directly by GreylockXIV-A~~ ~~Limited Partnership, and (ii) 6,709,155 shares of Class B common stock, of which (a) 6,155,022 are held directly Greylock XIII Limited Partnership (~~~~Greylock XIII LP~~~~) and (b) 554,133 shares are held by GreylockXIII-A~~ ~~Limited Partnership (~~~~GreylockXIII-A~~ LP~~). Greylock XIII GP Limited Liability Company (~~~~Greylock XIII GP~~~~) is the sole General Partner of Greylock XIII LP and GreylockXIII-A~~ ~~LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP and GreylockXIII-A~~ ~~LP. Greylock XIII GP is the general partner of Greylock XIII LP and GreylockXIII-A~~ LP and as such may be deemed to have indirect beneficial ownership of an indeterminate amount of such shares. Aneel Bhusri, William Helman, David Sze and Donald Sullivan are the senior managing members of Greylock XIII GP LLC and share voting and investment power over the shares held by Greylock XIII Limited Partnership and Greylock~~XIII-A~~ Limited Partnership. Based on information contained in Forms 4 filed on March 21, 2018, Messrs. Bhusri, Helman, Sze, Sullivan and Reid Hoffman are the senior managing members of Greylock XIV GP LLC, may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership and Greylock~~XIV-A~~ ~~Limited Partnership. Greylock Partners is located at 2550 Sand Hill Road, Menlo Park, CA 94025.~~

~~(13)~~

~~Consists of 6,265,667 shares of Class B common stock, of which (a) 1,221,398 shares are held by The Coxe Revocable Trust, of which Mr. Coxe is a trustee; (b) 1,700,573 shares are~~


~~Pure Storage \| 2018 Proxy Statement~~		~~26.~~

held by Rooster Partners, L.P., of which Mr. Coxe is a trustee of a trust which is the general partner; (c) 372,166 shares are held by Wells Fargo Bank, N.A. FBO Tench Coxe Roth IRA, Mr. Coxe’s Roth IRA account; (d) 1,489,266 shares are held by Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Tench Coxe, a retirement trust for the benefit of Mr. Coxe; (e) 1,024,538 shares are held by SHA. SHV has voting and dispositive power over the shares held by SHA, and Mr. Coxe is a trustee of a trust which is a member of SHA; (f) 232,226 shares are held by SHM. SHV has voting and dispositive power over the shares held by SHM, and Mr. Coxe is a trustee of a trust which is a member of SHM; and (g) 225,500 shares are held by Mr. Coxe’s wife in her Roth IRA. SHV’s and Mr. Coxe’s address is 755 Page Mill Road,~~A-200,~~ ~~Palo Alto, CA 94304.~~

~~(14)~~

~~Based on information contained in a Schedule 13G filed on January 18, 2018, BlackRock, Inc. (~~~~BlackRock~~~~) beneficially owns 16,162,210 shares of Class A common stock. BlackRock is located at 55 East 52nd Street, New York, NY 10055.~~

~~(15)~~

~~Based on information contained in a Schedule 13G filed on February 7, 2018, The Vanguard Group (~~~~Vanguard~~~~) beneficially owns 8,874,192 shares of Class A common stock. Vanguard is located at 100 Vanguard Blvd, Malvern, PA 19355.~~


		~~27.~~		~~Pure Storage \| 2018 Proxy Statement~~

~~Compensation Discussion and Analysis~~

This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program for our executive officers during the fiscal year ended January 31, 2018 (~~fiscal 2018~~~~) for the following “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement:~~

~~Charles Giancarlo, Chief Executive Officer (~~~~CEO~~~~) and Director;~~

~~John Colgrove, Founder, Chief Technology Officer and Director;~~

~~David Hatfield, President;~~

~~Timothy Riitters, Chief Financial Officer (~~~~CFO~~~~); and~~

~~Scott Dietzen, Chairman and former Chief Executive Officer.~~

This section also discusses our executive compensation philosophy, objectives and design; how and why our compensation committee arrived at the specific compensation policies and decisions during fiscal 2018; the role of Compensia, Inc., our compensation committee’s independent consulting firm (~~Compensia~~~~); and the peer group used in evaluating executive compensation.~~

In August 2017, we named Mr. Giancarlo as our CEO and a member of our board of directors. At the same time, Dr. Dietzen stepped down from his role as CEO and was appointed chairman of our board of directors. Dr. Dietzen continued as an employee of the company through April 15, 2018.

~~Executive Summary~~

~~We empower innovators to build a better world with data. As the demand for data and the need for real-time analytics increase, we are focused on delivering software-definedall-flash~~ solutions that are uniquely fast and cloud-capable for customers, enabling customers to maximize the value of data, gain competitive advantage and keep pace with cutting edge developments. Our innovative business model replaces the traditional forklift upgrade cycle with an~~Evergreen Storage~~ ~~model of hardware and software innovation, support and maintenance. Our primary offerings include our~~~~FlashArray~~ ~~and~~~~FlashBlade~~ ~~products, inclusive of~~~~Purity Operating Environment~~~~, our proprietary operating software,~~~~Pure1~~~~, our cloud-based software offering, and~~~~FlashStack~~~~, our joint converged infrastructure solution with Cisco.~~

~~Fiscal 2018 Financial and Business Highlights~~

~~In fiscal 2018, we achieved significant financial and business results, including:~~

~~We increased our revenues from $728 million in fiscal year ended January 31, 2017 (~~~~fiscal 2017~~~~) to $1,023 million in fiscal 2018, an increase of 41% year over year;~~

~~We maintained our industry-leading gross product margins and improved our operating margins significantly year over year;~~

~~We increased our total customer count to 4,500, up from 3,000 a year prior, an increase of 48% year over year;~~


~~Pure Storage \| 2018 Proxy Statement~~		~~28.~~

•

~~We released~~~~FlashArray//X~~~~, our firstall-NVMe,~~ ~~enterprise-classall-flash~~ ~~array, and~~~~Purity ActiveCluster~~~~, a true active/active metro stretch cluster solution, as well as various new software features and updates to our~~~~FlashBlade~~ ~~product; and~~

~~We maintained a leading Satmetrix-certified NetPromoter score, reflecting that our customers are some of the happiest in the world.~~

~~Fiscal 2018 Executive Compensation Highlights~~

~~In fiscal 2018, the key highlights of our executive compensation program included:~~

•

~~Updated Peer Group. We updated our compensation peer group to ensure our executive compensation is comparable and competitive relative to similar companies.~~

•

~~Base Salary and Bonus Targets. We increased aggregate base salaries and target bonuses for our executive officers, by a range of 8% to 11%.~~

•

~~Shift Toward Performance-Based Equity Awards. We shifted toward performance-based equity awards, granting restricted stock unit (~~~~RSU~~~~) awards to our executive officers that were generally split 50% time-based RSUs and 50% performance-based RSUs to be earned based on achievement of a fiscal 2018 revenue target.~~

•

~~Bonus Based on Performance. In addition to introducing new performance-based RSU awards, we exceeded our revenue targets and paid quarterly bonuses based on this performance.~~

•

~~New CEO Package. We set Mr. Giancarlo’s compensation package, as the result of a review of market data and anarm’s-length~~ ~~negotiation at the time of his initial appointment as our CEO.~~

~~Fiscal 2019 Equity Incentive Awards~~

We continue to shift incentives toward pay for performance. After fiscal 2018, our compensation committee approved equity incentive awards to our executive officers relating to compensation for our fiscal year ending January 31, 2019 (~~fiscal 2019~~) that were entirely dependent on corporate performance, shifting from 50% time-based and 50% performance-based awards, to 100% performance-based awards. These award will only be earned if a fiscal 2019 revenue target is achieved. These performance-based awards are subject to further time-based vesting over a three-year period, with 1/3rd of earned shares vesting in March 2019 and the remainder vesting quarterly thereafter. The applicable awards and the performance metrics will be discussed in our next proxy statement relating to fiscal 2019.

~~2017 Stockholder Advisory Votes on Executive Compensation~~

~~At our annual meeting held in 2017, we held our first votes on the compensation of our named executive officers (a~~~~Say-on-Pay~~~~vote) and on the frequency of futureSay-on-Pay~~ ~~votes, each on anon-binding~~ advisory basis. Our stockholders approved the fiscal 2017 compensation of our named executive officers, with over 99.97% of the votes cast in favor of our fiscal 2017 compensation program. By the time this vote was conducted, most of the decisions relating to the compensation of our named executive officers for fiscal 2018 had already been made. For example, cash and equity compensation for fiscal 2018 was determined in March 2017. As a result, the~~Say-on-Pay~~ ~~vote did not have a significant impact on our fiscal 2018 compensation program. However, in the context of our~~


		~~29.~~		~~Pure Storage \| 2018 Proxy Statement~~

overall compensation philosophy, policies and decisions, and in determining subsequent compensation for our executive officers, the compensation committee has considered, and intends to continue to consider, the results of the annual~~Say-on-Pay~~ ~~vote. In determining the frequency of any futureSay-on-Pay~~ ~~votes, our board of directors took into account our stockholders’ preference (over 98.83% of the votes cast) for an annual frequency for futureSay-on-Pay~~ ~~votes and determined that we will hold an annualSay-on-Pay~~ ~~vote.~~

~~Compensation of our New CEO~~

We negotiated a pay package with Mr. Giancarlo when he was appointed as our CEO in August, 2017. Mr. Giancarlo’s base salary of $500,000 and target bonus of 100% of his base salary, or $500,000, was set in negotiations with our compensation committee, after considering his considerable prior experience and expertise, competitive market data from Compensia, and the base salary and target bonus amounts believed to be necessary for him to join our company as chief executive officer. The performance metrics applicable to Mr. Giancarlo’s annual bonus for fiscal 2018 and the amounts actually earned for each fiscal quarter are discussed below under the section titled “Elements of Our Executive Compensation Program~~—Cash Bonuses~~.”

~~In addition, in August 2017, after reviewing an analysis from Compensia, our compensation committee granted Mr. Giancarlo the following equity awards in connection with his appointment:~~

a time-based RSU award for 464,745 shares that will vest as to 1/4th of the shares subject to the award on September 20, 2018, with the remaining shares to vest in equal quarterly installments on the 20th day of the second month of each fiscal quarter over the subsequent 12 quarters, subject to Mr. Giancarlo’s continuous service on each such vesting date;

~~a performance-based RSU award for a target of 464,744 shares that may be earned on the achievement of a revenue target for our upcoming fiscal year, fiscal 2019,~~asestablished by our compensation committee in March 2018, with 1/3rd of this award to be earned upon achievement of 80% of the fiscal 2019revenue target, and additional amounts will be earned on a proportional basis up to 120% achievement of the fiscal 2019revenue target. Once earned, this award will be subject to additional time-based vesting with 1/3rd of the shares subject to the award vesting as of December 20, 2018 and the remainder vesting quarterly over the following eight quarters on the 20th day of the second month of each fiscal quarter thereafter, subject to Mr. Giancarlo’s continuous service on each such vesting date;

a stock option to purchase 500,000 shares at an exercise price equal to $12.84 per share that will vest over a four-year period based on Mr. Giancarlo’s continuous service, with 1/4th of the shares vesting on the first anniversary of Mr. Giancarlo’s employment start date, and the remaining shares vesting equally over the following 36 months of continuous service; and

a stock option to purchase 500,000 shares at an exercise price equal to $17.00 per share that will vest over a four-year period based on Mr. Giancarlo’s continuous service, with 1/4th of the hares vesting on the first anniversary of Mr. Giancarlo’s employment start date, and the remaining shares vesting equally over the following 36 months of continuous service.

Our compensation committee believes that these equity awards will incentivize Mr. Giancarlo toward achievement of key corporate objectives, and align his interests with the long-term interests of our stockholders, all while providing strong retention value. In particular, our compensation committee sought to tie a significant portion of Mr. Giancarlo’s equity incentive compensation to future company performance, both (i) in the form of option awards, including a significant stock option granted with an exercise price of $17.00 per share, a significant premium to the then-current stock price of $12.84 per share, which would only benefit Mr. Giancarlo to the extent that our stock price increases, but also (ii) in the form of a performance-based RSU award based on revenue for our upcoming fiscal year,


~~Pure Storage \| 2018 Proxy Statement~~		~~30.~~

fiscal 2019, which requires significant effort on the part of Mr. Giancarlo to meet our financial objectives for the first full fiscal year during which he will lead the company. Mr. Giancarlo’s performance-based RSU award is earned based on achievement of a revenue target for our upcoming fiscal year, and will be discussed further in our next proxy statement relating to fiscal 2019.

~~Compensation Philosophy and Objectives~~

~~We design our executive compensation program to achieve the following objectives:~~

~~attract, motivate and retain executive officers of outstanding ability and potential;~~

~~motivate and reward behavior consistent with our corporate performance objectives; and~~

~~ensure that compensation is meaningfully tied to the creation of stockholder value.~~

We believe that our executive compensation program should include short-term and long-term elements and should reward consistent performance that meets or exceeds expectations. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to the compensation paid by similar companies operating in the technology industry, in particular comparable software and hardware companies, taking into account the role and performance of the individual executive officer and the performance and strategic objectives of Pure Storage.

~~Compensation Design~~

The compensation arrangements for our executive officers consist of base salary, performance-based cash bonuses, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and cash bonuses, we intend equity compensation to be the central element of our executive compensation program.

We emphasize the use of equity compensation to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. Historically, we have provided equity compensation primarily in the form of stock options. In fiscal 2018, we started to broadly use RSU awards in our executive compensation program, including time-based RSU awards that typically vest over multi-year periods and performance-based RSU awards that may only be earned upon the achievement of company performance objectives. We believe that RSU awards can align the interests of our executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule, while managing dilution to existing stockholders and providing greater transparency and predictability to our executive officers with respect to the value of their compensation.

Our compensation committee reviews our executive compensation program at least annually. As part of this review process, our compensation committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive. Our compensation committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

~~Compensation-Setting Process~~

Our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our compensation committee seeks input and receives


		~~31.~~		~~Pure Storage \| 2018 Proxy Statement~~

recommendations from members of our executive team when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. Our compensation committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board of Directors and Corporate Governance—Board Committees” elsewhere in this proxy statement.

~~Role of our Executive Officers~~

In fiscal 2018, our CEO, CFO and Chief Human Resources Officer assisted our compensation committee in evaluating the performance of our executive officers (other than their own performance), and making recommendations to our compensation committee with respect to base salary adjustments, target cash bonus opportunities, actual bonus payments and equity awards for each executive officer. While our compensation committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers.

~~Role of Compensation Consultant~~

In fiscal 2018, our compensation committee retained Compensia to provide advice regarding our executive compensation program. Pursuant to this engagement, Compensia performed the following projects for our compensation committee:

~~assisted in the development of the updated compensation peer group that we use to understand competitive market compensation practices;~~

~~provided compensation data and analysis of our executive compensation program, comparing our program to those of companies in our compensation peer group; and~~

~~conducted a compensation risk assessment and a review of our compensation philosophy.~~

Compensia does not provide any other services to us. Compensia maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, our compensation committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act rules and the listing standards of the NYSE, and concluded that no conflict of interest exists with respect to Compensia’s engagement by our compensation committee.

~~Compensation Peer Group~~

Our compensation committee generally refers to peer group data when reviewing our executive officers’ compensation. This compensation peer group is intended to reflect companies that are in applications software, systems software, internet software and services or information technology sectors, with similar revenues, significant revenue growth, headcount and~~mid-level~~ market capitalization. In preparation for fiscal 2018, our compensation committee, in consultation with Compensia, evaluated our compensation peer group and made adjustments, removing companies that had been acquired during the previous 12 months (Demandware and Marketo) and adding other technology companies of comparable size with which we may compete for talent (Electronics For Imaging, Fortinet, j2 Global and Nutanix). This compensation peer group was generally selected based on companies with revenues of .5 to 2.5 times our annual revenues, as well as market capitalizations of .25 to 4 times our market capitalization. We also sought to include companies with revenue growth of greater than 20% where possible, though we had a substantially higher year-over-year revenue growth rate relative to the compensation peer group.


~~Pure Storage \| 2018 Proxy Statement~~		~~32.~~

~~Our compensation peer group for fiscal 2018 consisted of the following companies:~~


~~Arista Networks~~		~~Nimble Storage~~
~~Box~~		~~Nutanix~~
~~Cornerstone OnDemand~~		~~Palo Alto Networks~~
~~Electronics For Imaging~~		~~Proofpoint~~
~~FireEye~~		~~ServiceNow~~
~~Fortinet~~		~~Splunk~~
~~Imperva~~		~~Tableau Software~~
~~j2 Global~~		~~Workday~~
~~NetSuite~~		~~Zendesk~~
~~New Relic~~

Our compensation committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a reference for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group.

~~Elements of Our Executive Compensation Program~~

~~Our executive compensation program consists of three principal elements:~~

~~base salary;~~

~~cash bonuses; and~~

~~long-term incentive compensation in the form of equity awards.~~

~~Base Salary~~

~~We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of theirday-to-day~~ ~~responsibilities. Each executive officer’s base salary was originally established as the result ofarm’s-length~~ negotiations with each individual at the time of his initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted. In March 2017, our compensation committee reviewed the base salaries of our executive officers other than Mr. Giancarlo and, after considering an analysis performed by Compensia, decided to increase the base salaries of some of our executive officers to keep their total cash compensation competitive with our compensation peer group and to bring salary and bonus factors more~~in-line~~ ~~with the ranges of similarly situated executives in our compensation peer group. These increases were effective as of March 1, 2017.~~

  Name    Prior Base Salary ($)    New Base Salary ($)    Percentage Increase
  Scott Dietzen
   250,000    250,000    0 %
  John Colgrove
   250,000    300,000    20 %
  David Hatfield
   300,000    325,000    8 %
  Timothy Riitters
   320,000    330,000    3 %

~~In connection with Dr. Dietzen stepping down as CEO, his base salary was reduced by 50%, to a rate of $125,000 per year for the remainder of his employment with the company.~~

~~Cash Bonuses~~

~~We provided our executive officers the opportunity to receive quarterly cash bonuses, in the same form available to many of our employees. These cash bonuses are intended to encourage the~~


		~~33.~~		~~Pure Storage \| 2018 Proxy Statement~~

achievement of corporate performance objectives, in particular corporate financial targets. In March 2017, our compensation committee reviewed the target cash bonus opportunities of our executive officers other than Mr. Giancarlo and, after considering an analysis performed by Compensia, decided to increase the total annual target bonus opportunities for some of our executive officers to keep total cash compensation competitive with compensation provided by companies in our compensation peer group and to bring salary and bonus factors more~~in-line~~ with the ranges of similarly situated executives in our compensation peer group. These increases were effective as of March 1, 2017, except that Mr. Hatfield’s bonus change was effective as of February 1, 2017.

  Name    Prior Target Bonus ($)    New Target Bonus ($)    Percentage Increase
  Scott Dietzen
   200,000    250,000    25 %
  John Colgrove
   200,000    200,000    0 %
  David Hatfield
   300,000    325,000    8 %
  Timothy Riitters
   130,000    170,000    31 %

~~In connection with Dr. Dietzen stepping down as CEO, his target annal cash bonus opportunity was reduced by 50%, to a rate of $125,000 per year for the remainder of his employment with the company.~~

The performance objectives for the quarterly cash bonuses paid to all of our executive officers, including Mr. Giancarlo for fiscal quarters after his appointment, were tied to quarterly revenue targets, with a premium for over-achievement, though our compensation committee had ultimate discretion to determine the amount of the bonus payment for each performance period. Our executive officers were eligible to earn a cash bonus payment each fiscal quarter during which he was employed to the extent that we achieved at least 80% of the revenue target for such quarter. If we achieved 80% or less of the revenue target for a fiscal quarter, the bonus that could have been earned was 0%. If we achieved between 80% and 100% of the revenue target for such fiscal quarter, a bonus would be earned equal to between 0% and 100% of the quarterly bonus target, determined on a linear basis. In the event that the achievement exceeded 100% of the revenue target for such fiscal quarter, an accelerator could be applied by our compensation committee, such that the maximum bonus that could have been earned was 200% of the quarterly bonus target.

We exceeded our corporate revenue targets in each quarter of fiscal 2018, delivering $182.6 million, $224.5 million, $277.7 million and $338.3 million against quarterly revenue targets of $175.0 million, $218.0 million, $271.0 million and $336.0 million for our first, second, third and fourth quarters, respectively. Our compensation committee believed that quarterly revenue targets were the most appropriate corporate performance measure to use because, in its view, it continued to be the best indicator of success relative to our growth objectives.


~~Pure Storage \| 2018 Proxy Statement~~		~~34.~~

~~The following table provides information regarding the quarterly bonus payment level achieved and the actual quarterly cash bonuses earned by our named executive officers during fiscal 2018:~~

~~Name~~

~~Performance~~
~~Period~~

~~Target~~
~~Quarterly~~
~~Bonus ($)~~

~~Payment~~
~~Percentage~~

~~Actual~~
~~Quarterly~~

~~Bonus~~
~~Earned ($)~~

~~Scott Dietzen~~

First Quarter*

~~Second Quarter~~

~~Third Quarter~~

Fourth Quarter*

~~Total Fiscal 2018~~

~~58,567~~

~~62,500~~

~~40,777~~

~~31,250~~

~~193,094~~

~~110.0~~

~~107.5~~

~~105.0~~

~~102.5~~

~~64,424~~

~~67,188~~

~~42,816~~

~~32,031~~

~~206,459~~

~~John Colgrove~~

~~First Quarter~~

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2018~~

~~50,000~~

~~200,000~~

~~110.0~~

~~107.5~~

~~105.0~~

~~102.5~~

~~55,000~~

~~53,750~~

~~52,500~~

~~51,250~~

~~212,500~~

~~David Hatfield~~

~~First Quarter~~

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2018~~

~~81,250~~

~~325,000~~

~~110.0~~

~~107.5~~

~~105.0~~

~~102.5~~

~~89,375~~

~~87,344~~

~~85,313~~

~~83,281~~

~~345,313~~

~~Timothy Riitters~~

First Quarter*

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2018~~

~~39,354~~

~~42,500~~

~~166,854~~

~~110.0~~

~~107.5~~

~~105.0~~

~~102.5~~

~~43,289~~

~~45,688~~

~~44,625~~

~~43,563~~

~~177,165~~

~~Charles Giancarlo~~

Third Quarter*

~~Fourth Quarter~~

~~Total Fiscal 2018~~

~~96,467~~

~~125,000~~

~~221,467~~

~~105.0~~

~~102.5~~

~~101,291~~

~~128,125~~

~~229,416~~

*	~~prorated based on the hire date or effective date of a change to target cash bonus opportunity.~~

~~Equity Compensation~~

We believe that strong long-term corporate performance is achieved with a compensation program that encourages a long-term focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has been provided largely in the form of equity awards. Historically, we used stock options as the primary form of equity incentive compensation to help align the interests of our executive officers with the interests of our stockholders and to enable them to participate in the appreciation of our common stock

In fiscal 2018, we shifted to granting RSUs as a significant component of our executive compensation program. We have used RSU awards with both time-based and performance-based vesting requirements to retain, motivate and reward our executive officers. Because RSU awards have value to the recipient even in the absence of stock price appreciation, we are able to incent and retain our executive officers using fewer shares of our common stock than would be necessary if we used stock options as our sole form of equity awards. In addition, since the value of these RSUs increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders.


		~~35.~~		~~Pure Storage \| 2018 Proxy Statement~~

The size and form of the equity awards for our executive officers are determined in the discretion of our compensation committee at a level that it believes is competitive with current market conditions (as reflected by our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of his or her responsibilities, his or her experience, his or her past performance and expected future contributions, his or her current equity holdings and the potential equity awards of our other executive officers.

Over the course of fiscal 2017, our compensation committee met and discussed the design and implementation of a more robust, long-term equity compensation program using RSU awards, with a multi-year horizon and both time-based and performance-based vesting requirements as central components. In March 2017, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered analysis performed by Compensia, as well as factors such as the significant unvested equity awards held by most of our executive officers, and the volatility in the price of our common stock.

Based on that review, our compensation committee approved annual RSU awards to our executive officers other than Mr. Giancarlo that included (i) time-based RSUs, with quarterly vesting over three years, and (ii) performance-based RSUs, with the earned share amount to be adjusted up or down from 0% to 150% of the target share amount, based on our achievement of an annual revenue target for fiscal 2018. The earned performance-based RSUs vest over a three-year period, with 1/3rd vesting in April 2018 and the remainder vesting quarterly thereafter. As set forth in the following table, each of our executive officers other than Mr. Giancarlo received 50% of the value of his equity awards in the form of time-based RSUs and 50% in the form of performance-based RSUs, except Mr. Riitters who was granted more time-based RSUs in light of the relatively low value of his existing stock awards. Mr. Giancarlo was separately granted time-based and performance-based equity incentive awards in connection with his appointment as CEO in August 2017.

In February 2018, our compensation committee determined that, based on 102% achievement of the revenue target for fiscal 2018, 104% of the number of shares under the performance-based RSU awards had been earned, as follows:

~~The shares of our common stock earned pursuant to the performance-based RSU awards were subject to a time-based vesting requirement, with 1/3rd of the total number of earned shares vesting on~~

April 5, 2018 and the remainder vesting quarterly thereafter, subject to the executive officer’s continuous service with us on each such vesting date. All unearned shares were automatically forfeited upon the determination of achievement by our compensation committee.

~~In connection with the appointment of Mr. Giancarlo as our CEO in August 2017, our compensation committee approvedone-time~~ RSU awards to Mr. Hatfield for 100,000 shares and to Mr. Riitters for 50,000 shares that will each vest in full on September 20, 2018. Our compensation committee believed that these grants would provide an important mechanism for retaining these key executives and maintaining a stable executive team during the transition to a new CEO. In determining the size of the retention grants, our compensation committee considered the value of each of these executive officer’s then-current equity holdings in the company, as well as the delayed vesting schedule of the performance-based RSU awards granted to the executive officers at the beginning of fiscal 2018, which would not deliver value until April 2018 when the vesting could commence.

~~The stock options and RSU awards granted to our executive officers during fiscal 2018 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below.~~

Our employee benefit programs, including our 401(k) plan, employee stock purchase plan, and health, and welfare programs, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites to our executive team. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our compensation committee.

Our executive officers and certain other employees are eligible to receive severance payments, equity acceleration and benefits in the event of a termination of employment in connection with a change in control of Pure Storage. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to our named executive officers are set forth below in the section titled “Employment, Severance and Change in Control Agreements.”

~~Our compensation committee has adopted a policy governing equity awards that are granted to ournon-executive~~ employees. Equity awards to our executive officers or members of our board of directors must be approved either by our board of directors or our compensation committee at a meeting or by unanimous written consent. This policy provides that our CEO may approve awards to~~non-executive~~ employees within prescribed limits. Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter. The exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.

Our insider trading policy prohibits the trading of derivatives or the pledging or hedging of our equity securities by our employees, including our executive officers and the members of our board of directors.

Awards granted under our 2015 Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of the NYSE or as otherwise required by applicable law. In addition, our compensation committee may impose other clawback, recovery or recoupment provisions in an award agreement as our compensation committee determines necessary or appropriate. We will comply with the requirements of the Dodd-Frank Act and adopt a compensation recovery policy once the SEC adopts final regulations on this subject.

Our insider trading policy generally requires that our executive officers and members of our board of directors may not trade in our equity securities during “blackout” periods and that such individuals must~~pre-clear~~ ~~trades or adopt plans in accordance with Exchange Act Rule10b5-1~~ ~~for sales of securities which they beneficially own.~~

Our compensation committee has reviewed our executive and employee compensation programs, and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for our compensation committee’s determination include the following:

~~Section 162(m) of the Internal Revenue Code of 1986, as amended (~~~~Section 162(m)~~) limits the amount that we may deduct from our federal income taxes for compensation paid to our named executive officers who are “covered employees” for purposes of Section 162(m) to $1 million per executive officer per year. Prior to enactment of the U.S. Tax Cuts and Jobs Act in December 2017 (~~Tax Act~~), compensation that qualified as “performance-based compensation” under Section 162(m) and compensation paid to our CFO was not subject to this deduction limitation. Pursuant to the Tax Act, this exception for “performance-based compensation” under Section 162(m) was repealed, with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided by the Tax Act for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not modified in any material respect on or after such date. In addition, effective for tax years beginning after December 31, 2017, our CFO will be considered a covered employee for purposes of Section 162(m).

As a result, compensation paid to our covered employees in excess of $1 million per taxable year will generally not be deductible unless, among other requirements, it qualifies for the transition relief provided by the Tax Act. Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief provided by the Tax Act, no assurance can be given that any compensation paid by the company will be eligible for such transition relief and, therefore, eligible for the “performance-based compensation” exception under Section 162(m). The compensation committee will continue to monitor the applicability of Section 162(m) to its ongoing compensation arrangements.

While our compensation committee is mindful of the benefit to us of the full tax deductibility of compensation, our compensation committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, our compensation committee may approve compensation that may not be fully deductible due to the limits of Section 162(m). Our compensation committee intends to continue to compensate our executive officers in a manner it believes is consistent with the best interests of our company and our stockholders.

~~We did not provide any executive officer, including any named executive officer, with a“gross-up”~~ or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during fiscal 2018, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a~~“gross-up”~~ ~~or other reimbursement.~~

We account for stock-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year vesting period of the award). Compensation expense for shares acquired through our Employee Stock Purchase Plan (~~ESPP~~~~) is recognized over the offering period. We estimate the fair value of stock options and shares acquired~~

~~through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.~~

~~The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K~~ with management and, based on such review and discussions, the compensation committee recommended to the Pure Storage board of directors that the Compensation Discussion and Analysis be incorporated by reference in Pure Storage’s Annual Report on Form~~10-K~~ ~~for fiscal 2018 and included in this proxy statement.~~

~~The following table presents all of the compensation awarded to, or earned by, our executive officers during fiscal 2018 and the prior two fiscal years.~~

	1.
		Board Recommendation
PROPOSAL 1:To elect three Class III directors ~~Jeffrey Rothschild, Anita Sands and MichelangeloVolpi,~~ to serve until our annual meeting of stockholders in ~~2021;~~ 2024;		FOR each Class III


WHAT WE DO						WHAT WE DON’T DO
•Performance-based cash and equity incentives •Caps on performance-based cash and equity incentive compensation •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 executive compensation based on corporate metrics •Three-year equity award vesting period in addition to performance requirements •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



✔	We have meaningful stock ownership guidelines which our executive officers and directors are required to meet within five years of becoming subject to them.	✔	Our board of directors is committed to diversity. 30% of our board is composed of women.
✔	All of our committees are composed entirely of independent directors.	✔	Our board of directors is committed to periodic renewal and rotation. We added a new independent director during fiscal 2021, keeping our average board tenure below 5 years.
✔	Independent directors meet in executive session periodically without management present.
		✔	We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.
✔	7 of 10 directors are independent.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Andrew Brown	47,067	234,996	282,063
Scott Dietzen(2)	30,000	234,996	264,996
Mark Garrett	72,500	234,996	307,496
Jeff Rothschild	45,000	234,996	279,996
Anita Sands	60,000	234,996	294,996
Roxanne Taylor	52,500	234,996	287,496
Susan Taylor	68,750	234,996	303,746
Greg Tomb (3)	37,692	893,741	931,433


Name	Aggregate Number of RSUs as of January 31, 2021	Aggregate Number of Stock Options Outstanding as of January 31, 2021
Andrew Brown	37,422	—
Scott Dietzen	14,182	—
Mark Garrett	14,182	320,000
Jeff Rothschild	23,581	—
Anita Sands	14,182	218,000
Roxanne Taylor	30,832	—
Susan Taylor	25,896	—
Greg Tomb	48,764	—


You are cordially invited to attend the virtual annual meeting. Whether you expect to attend the meeting, you are urged to vote and ~~Answers~~ 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 III DIRECTORS
Jeff Rothschild, Anita Sands and Susan Taylor have been nominated for election as Class III directors. Our board of directors and 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 FOReach 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 6, 2022 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 FORthis 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 FORthis proposal.


Proxy Statement Summary			4

Proposal 1 – Election Ofof Directors				8	10

Nominees for Election Until the 202 4 Annual Meeting of Stockholders			11
Board of Directors Role and Responsibilities			17
Board Structure and Processes			19
Transactions with Related Persons			24
Director Compensation			25

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm		13
	27
~~Proposal 3 – Advisory Vote on Executive Compensation~~	15

~~Board of Directors and Corporate Governance~~	16

~~Security Ownership~~	24

~~Compensation Discussion and Analysis~~	28

~~Executive Compensation~~	42

~~Transactions With Related Persons~~	52

~~Other Matters~~	53


~~Pure Storage, Inc.~~Pre-Approval Policies and Procedures						28
Audit Committee Report						28

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						29

Compensation Committee Report						29


Our Executive Officers						30
Compensation Discussion and Analysis						32

Executive Compensation						44

Summary Compensation Table for Fiscal 2021						44
Grants of Plan–Based Awards Table in Fiscal 2021						45
Outstanding Equity Awards as of January 31, 2021						46
Stock Awards Vested and Options Exercised in Fiscal 2021						47
Employment, Severance and Change in Control Agreements						48
Pay Ratio Information						51

Stock Ownership Information						52

Security Ownership						52
Delinquent Section 16(a) Reports						53
Equity Compensation Plan Information						54

Questions and Answers about These Proxy Materials and Voting						55


			2021 PROXY STATEMENT			1.				~~Pure Storage \| 2018 Proxy Statement~~9


PROPOSAL 1 ELECTION OF DIRECTORS
Our board of directors recommends a vote FOR all Class III director nominees.


						JEFF ROTHSCHILD Independent

Advisor and Venture Partner, Accel Partners Age: 66 Director Since: April 2018 Committee(s): Nominating and Corporate Governance						BACKGROUND Since 1999, Mr. Rothschild has served as an Advisor and Venture Partner at Accel Partners, a venture capital firm. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild previously 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, as well as his relevant infrastructure knowledge and customer perspective.


						ANITA SANDS Independent

Former Group Managing Director and Head of Change Leadership, UBS Financial Services Age: 44 Director Since: July 2015 Committee(s): Audit Nominating and Corporate Governance (Chair)						BACKGROUND From 2012 to 2013, Dr. Sands served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm. From 2010 to 2012, Dr. Sands served as Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services. From 2009 to 2010, Dr. Sands served as Transformation Consultant at UBS Financial Services. From 2008 to 2009, Dr. Sands served as Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Prior to that, Dr. Sands also held several leadership positions with RBC Financial Group and CIBC. Dr. Sands currently serves on the board of directors of iStar, Inc., Khosla Ventures Acquisition Co II, ServiceNow, Inc. and SVF Investment Corp. Dr. Sands previously served as a director of Symantec from 2013 to 2019. Dr. Sands earned a B.S. in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and Molecular Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Sands’ qualifications for board service include her extensive leadership and operational experience at global financial services firms, as well as her service as a director of multiple large technology companies.


						SUSAN TAYLOR Independent

Chief Accounting Officer, Facebook Age: 52 Director Since: October 2018 Committee(s): Audit Compensation (Chair)						BACKGROUND Since April 2017, Ms. Taylor has served as Chief Accounting Officer of Facebook, Inc., a social media and technology company. From January 2012 to March 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 management and financial experience, as well as her technology industry knowledge and operational experience.


						SCOTT DIETZEN Vice Chairman

Vice Chairman Age: 58 Director Since: October 2010 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 October 2010 to August 2017, and as our Chairman from August 2017 to September 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as Interim Senior Vice President 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 BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company that was acquired by IBM. 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.


						CHARLES GIANCARLO Chairman

Chairman and Chief Executive Officer Age: 63 Director Since: August 2017 Committee(s): None						BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer and as a member of our board of directors 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. From 2008 to 2009, Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya. 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 and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and Zscaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture PLC, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received 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, as well as his relevant industry knowledge.


						GREG TOMB Independent

President, SAPCloud Sales and GTM Age: 55 Director Since: February 2020 Committee(s): None						BACKGROUND Mr. Tomb has been with SAP, a multinational provider of enterprise application software and software-related services, since 2003 and has served as President of SAP Cloud Sales and GTM since March 2020. Mr. Tomb served as President of SAP SuccessFactors, from July 2017 to March 2020 and has held responsibilities for SAP HANA Enterprise Cloud business and SAP's Global Services Organization. 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 Bachelor of Science 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 technology and sales expertise, with a focus on sales and implementation of enterprise and cloud-based business applications.


						ANDREW BROWN Independent

Chief Executive Officer, Sand Hill East Age: 57 Director Since: September 2019 Committee(s): Compensation						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. Since 2006, he has also been the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company. From September 2010 to October 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 currently sits on the board of directors of Zscaler and Guidewire Software. Mr. Brown holds a Bachelor of Science in Chemical Physics from University College London. QUALIFICATIONS FOR BOARD SERVICE Mr. Brown is qualified to serve as a member of our board of directors based on his extensive technology expertise, including as chief technology officer of multiple large financial firms, as well as his service on the board of directors of other publicly held companies.


						JOHN “COZ” COLGROVE

Founder and Chief Technology Officer Age: 58 Director Since: October 2009 Committee(s): None						BACKGROUND Mr. Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure in October 2009. 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 225 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his industry knowledge and his experience as a founder of Pure, as well as his leadership experience and deep technical expertise.


						MARK GARRETT Independent

Former Chief Financial Officer, Adobe Systems Age: 63 Director Since: July 2015 Committee(s): Audit (Chair)						BACKGROUND From February 2007 to April 2018, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett currently serves on the board of directors of Cisco Systems, Inc., GoDaddy, Inc., Nightdragon Acquisition Corporation and Snowflake Inc. Mr. Garrett previously served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in Accounting and Marketing from Boston University and an M.B.A. from Marist College. QUALIFICATIONS FOR BOARD SERVICE Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.


						ROXANNE TAYLOR Independent

Chief Marketing and Communications Officer, Memorial Sloan Kettering Age: 64 Director Since: February 2019 Committee(s): Compensation Nominating and Corporate Governance						BACKGROUND Ms. Taylor has served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, since February 2020. From 2007 until December 2017, Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company. 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 experience, as well as her technology industry knowledge.



MEETINGS IN FY 2021: 4 MEMBERS: Mr. Garrett (Chair) Dr. Sands Ms. S. Taylor Our board of directors has determined that Mr. Garrett, Dr. Sands 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. Our board of directors has determined that Mr. Garrett 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 and to monitor for various business risks. Specific responsibilities of our audit 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; •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; and •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.



MEETINGS IN FY 2021: 5 MEMBERS: Ms. S. Taylor (Chair) Mr. Brown Ms. R. Taylor Our board of directors has determined that Mses. R. Taylor and S. Taylor and Mr. Brown 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 and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. 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; and •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. 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 2021: 3 MEMBERS: Dr. Sands (Chair) Mr. Rothschild Ms. R. Taylor Each member of the nominating and corporate 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 nominating and corporate 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; •reviewing management succession plans; •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.


			Annual Cash Retainer ($)(1)
Annual retainer			40,000
Additional retainer for audit committee chair			35,000
Additional retainer for audit committee member			10,000
Additional retainer for compensation committee chair			20,000
Additional retainer for compensation committee member			7,500
Additional retainer for nominating and governance committee chair			10,000
Additional retainer for nominating and governance committee member			5,000


PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our board of directors recommends a vote FORthe selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 6, 2022.


	Fiscal Year Ended
	2/2/2020 $	1/31/2021 $
Audit fees(1)	2,716,276	2,690,600
Tax fees(2)	1,469,928	1,165,907
All other fees(3)	1,895	—
Total fees	4,188,099	3,856,507


PROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our board of directors recommends a vote FORthe approval of the compensation of our named executive officers as described in this proxy statement.


			CHARLES GIANCARLO Chairman and Chief Executive Officer Age: 63


Charles Giancarlohas served as our Chief Executive Officer and as a member of our board of directors 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. From 2008 to 2009, Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya. 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 and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and Zscaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received 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.


			KEVAN KRYSLER Chief Financial Officer Age: 50


Kevan Krysler has served as our Chief Financial Officer since December 2019. Previously Mr. Krysler worked at VMware, Inc., a provider of information infrastructure technology and solutions, from August 2013 to December 2019, and most recently served as Senior Vice President, Finance, and Chief Accounting Officer. Prior to VMware, Inc., Mr. Krysler was a partner with KPMG, an accounting firm, where he served both multinational and emerging software and technology companies. Mr. Krysler received bachelor degrees in Accountancy and Business Administration from the University of Oklahoma.


			JOHN COLGROVE Founder and Chief Technology Officer Age: 58


John “Coz” Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure in October 2009. 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 225 patents in the areas of system, data storage and software design.


			At our annual meeting of stockholders held in June 2020, we held a non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote). Our stockholders approved the fiscal 2020 compensation of our named executive officers, with 90% of the votes cast in favor of our fiscal 2020 compensation program. By the time this vote was conducted, many of the decisions relating to the compensation of our named executive officers for fiscal 2021 had already been made. Our compensation committee has considered and intends to continue to consider the results of the annual Say-on-Pay vote, as the results reflect our overall compensation philosophy and policies and in making future compensation decisions relating to our executive officers. During fiscal 2021, we conducted a formal stockholder engagement outreach to our top stockholders (who collectively held shares representing a significant portion of our outstanding shares of common stock) to solicit their feedback on our environmental, social and corporate governance program, policies and practices, as well as executive compensation and other matters. Representatives of our functions responsible for investor relations, legal, corporate social responsibility, and executive compensation generally attended these meetings.