We granted equity awards that were dependent on a relative growth metric to drive a focus on market share gains.

Equity awards were earned at 96%, based on corporate and other performance considerations.

38

~~Table~~Mr. Giancarlo's actual pay was 2% below his target pay. This demonstrates the impact of ~~Contents~~“pay for performance” and the exercise of the committee’s COVID-19 related discretion and individual performance factors for fiscal 2021. Mr. Giancarlo's target pay was calculated using his base salary, target cash bonus, and the grant date fair value of his equity award at target for fiscal 2021, and his actual pay was calculated using his base salary, his actual cash bonus payout, and 96% of the grant date fair value of his equity award for fiscal 2021. On the whole, our executive officers received payouts 1-2% below their fiscal 2021 target pay.

~~PROPOSAL 4~~ NAMED EXECUTIVE OFFICERS DURING FISCAL 2021

Our named executive officers for fiscal 2021 are:

•Charles Giancarlo, our Chairman and Chief Executive Officer;

•Kevan Krysler, our Chief Financial Officer;

•John Colgrove, our Chief Technology Officer and Founder; and

•Paul Mountford, our former Chief Operating Officer.

In November 2020, Mr. Mountford, our Chief Operating Officer, stepped down from his role. He left Pure as an employee at the end of fiscal 2021 and then continued to provide transitional consulting services through March 20, 2021.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

~~2018~~ AND STOCKHOLDER ~~ADVISORY VOTES ON EXECUTIVE COMPENSATION~~

ENGAGEMENT



			At our annual meeting of stockholders held in June ~~2018,~~2020, we held a non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote~~vote)~~). Our stockholders approved the fiscal ~~2018~~2020 compensation of our named executive officers, with ~~over 99%~~90% of the votes cast in favor of our fiscal ~~2018~~2020 compensation program. By the time this vote was conducted, ~~all~~many of the decisions relating to the compensation of our named executive officers for fiscal ~~2019~~2021 had already been made. For example, cash and equity compensation for fiscal 2019 was determined in March 2018. As a result, the Say-on-Pay vote did not have a significant impact on our fiscal 2019 compensation program. However, in the context of our overall compensation philosophy, policies and decisions, and in determining subsequent compensation for our executive officers, the Our compensation committee has considered and intends to continue to consider the results of the annual Say-on-Pay ~~vote.~~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.


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DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM

COMPENSATION PHILOSOPHY AND OBJECTIVES

We design our executive compensation program to achieve the following objectives, consistent with our “pay for performance” philosophy:

•attract, motivate and retain executive officers of outstanding ability and potential to grow our business;

•motivate and reward behavior that results in exceeding 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 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.~~the company.

COMPENSATION DESIGN

The compensation arrangements for our executive officers consist of base salary, annual performance-based cash bonuses, performance-based equity awards, and broad-based ~~welfare and health~~employee benefit programs.

Our cash bonuses are funded based on annual corporate performance metrics, though our compensation committee reserves the right to apply discretion to increase or decrease a payout based on individual performance of an executive officer during the applicable year. As an example, in a prior fiscal year, each of our executive officers was paid 69.8% of their target cash bonus based on corporate performance. We believe that these cash awards incentivize our executive officers to meet our short-term corporate objectives.

While we offer competitive cash compensation, ~~in the form of base salaries and cash bonuses, we intend~~ equity compensation ~~to be~~is the ~~central~~primary incentive element of our executive compensation program.

We emphasize the use of equity compensation to ~~provide incentives for~~encourage our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. ~~In fiscal 2018,~~For the last three years, we ~~started to broadly use~~have used full value ~~equity awards in our executive compensation program, including time-based equity awards that typically vest over multi-year periods and~~ performance-based equity awards that may only be earned upon the achievement of company performance objectives. ~~In fiscal 2019, we continued shifting toward greater emphasis on pay for performance, granting~~100% of the annual equity awards granted to our executive officers ~~that were entirely~~are dependent on our corporate performance. As an example, in a prior fiscal year, each of our executive officers had their equity award reduced to 82.5% of target shares based on corporate performance. We believe that ~~performance-based~~these equity awards align the interests of our executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule.

The impact of COVID-19 was a significant consideration as our compensation committee set the corporate performance metrics and individual performance factors of our fiscal 2021 executive compensation program. Our compensation committee reviews our executive compensation program ~~at least annually.~~throughout the year. As part of this review process, ~~our compensation~~the committee applies the objectives described above within the context of our overall ~~compensation~~ philosophy while simultaneously considering the compensation levels needed to ensure that our ~~executive compensation~~ program remains competitive. ~~Our compensation~~The committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.



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~~PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

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~~The committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of ~~other~~ executive officers and in ~~determining~~evaluating the financial and accounting implications of our compensation programs and hiring decisions. ~~Our compensation~~The committee is authorized to engage, and has engaged, its own ~~independent advisors~~advisor to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board Structure and Process—Board Committees” elsewhere in this proxy statement.


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ROLE OF OUR EXECUTIVE OFFICERS

~~In fiscal 2019, our CEO~~Our Chief Executive Officer and Chief ~~Human Resources~~People Officer ~~assisted~~assist our compensation committee in evaluating the performance of our executive officers (other than their own performance), and ~~making~~make recommendations to ~~our compensation~~the committee with respect to base salary adjustments, target cash bonus opportunities, actual bonus payments and equity awards for each executive officer. While ~~our compensation~~the 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 ~~2019,~~2021, our compensation committee retained Compensia to provide support and advice regarding our executive compensation program. Pursuant to this engagement, Compensia performed ~~the following~~several projects for ~~our compensation committee:~~the committee, including:

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

•provided compensation data and analysis with respect to the compensation of our executive ~~compensation program, comparing~~officers;

•provided data and analysis relevant to the review of our ~~program to those of companies in our compensation peer group;~~severance benefit plan; and

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

Compensia does not provide any ~~other~~additional services to ~~us.~~us, other than the services it provides regarding our director compensation program. Compensia maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, ~~our compensation~~the committee ~~has~~ assessed ~~the~~Compensia’s independence ~~of Compensia~~ taking into account, among other things, the factors set forth in Exchange Act rules and ~~the~~NYSE listing standards ~~of the NYSE,~~ and concluded that no conflict of interest ~~exists~~has arisen with respect to ~~Compensia’s engagement by our compensation~~the work Compensia performs for the 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~~with similar revenues, significant revenue growth, headcount and mid-level market capitalization, in the following sectors: applications software, systems software, internet software and services or information ~~technology sectors, with similar revenues, significant revenue growth, headcount and mid-level market capitalization.~~ technology.

In preparation for fiscal ~~2019,~~2021, 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 and adding other technology companies of comparable size with which we may compete for talent. This ~~compensation~~ peer group was generally selected based on companies ~~with revenues~~that, at the time of ~~0.5 to 2.5 times our~~evaluation, had annual ~~revenues,~~revenue between $500 million and $3.0 billion, as well as market capitalizations ~~of 0.25~~generally between two to ~~4.0~~eight times ~~our market capitalization.~~annual revenue. We also generally sought to include companies with double digit annual revenue ~~growth of greater than 20% where possible, though we had a~~growth. We continued to retain some companies with substantially higher ~~year-over-year revenue growth rate relative to the compensation peer group. We retained Arista Networks and Palo Alto Networks~~market capitalizations in our peer group, as our compensation committee ~~believed~~believes that these companies ~~aligned~~align well with ~~the direction of~~ our underlying business fundamentals.

Our compensation peer group for fiscal ~~2019~~2021 consisted of the following companies:



Arista Networks			~~GTT Communications~~Envestnet			~~Nutanix~~j2 Global	~~Tableau Software~~Palo Alto Networks
Box			F5 Networks			Logitech International	Proofpoint
Cision			FireEye			LogMeIn	Splunk
Cornerstone OnDemand			Fortinet			New Relic	Teradata
Dropbox			Guidewire Software			~~Palo Alto Networks~~Nutanix	Ubiquiti Networks
~~Cornerstone OnDemand~~			~~j2 Global~~	~~Proofpoint~~	~~Ultimate Software Group~~
~~FireEye~~	~~LogMeIn~~	~~RingCentral~~	~~Zendesk~~
~~Fortinet~~	~~New Relic~~	~~Splunk~~



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~~PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

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.


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ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program consists of three principal elements:

•base salary;

•annual performance-based cash bonuses; and

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

The following charts show the pay mix for our ~~CEO~~Chief Executive Officer and, on average, ~~our named executive officers for fiscal 2019~~Messrs. Krysler and Colgrove (based on the values reported in the Summary Compensation Table):



CEO - % OF TOTAL



AVERAGE OF ~~ALL OTHER NEOs~~KRYSLER AND COLGROVE - % OF TOTAL

BASE SALARY

We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of their day-to-day responsibilities. Each executive officer’s base salary was ~~originally~~first established as the result of arm’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 February ~~2018,~~2020, our compensation committee reviewed the base salaries of our executive officers, other than Messrs. Krysler and Mountford who had recently joined the company, and after considering ana competitive market analysis performed by Compensia, ~~decided to increase~~increased the base salaries of ~~some of our executive officers~~Messrs. Giancarlo and Colgrove to remain competitive with current market practices and to keep their target 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 at the companies in our compensation peer group. ~~These increases were effective as~~In particular, the committee determined that Mr. Giancarlo’s salary lagged behind CEOs at similarly situated companies and that it was important to consider his base salary in context of ~~March 1, 2018.~~ the salaries of other recent executive hires at Pure. The annual base salaries for Messrs. Krysler and Mountford remained unchanged, given that they had each joined the company during the prior fiscal quarter.

The following table sets forth the annual base salaries for our ~~named~~ executive ~~officers:~~officers for fiscal 2021, effective as of March 1, 2020:


Name	Fiscal 2020 Base Salary ($)	Fiscal 2021 Base Salary ($)	Percentage Increase
Charles Giancarlo	520,000	655,000	26	%
Kevan Krysler	450,000	450,000	0	%
John Colgrove	350,000	400,000	14	%
Paul Mountford	520,000	520,000	0	%

Name Prior Base Salary ($)
New Base Salary ($)
Percentage Increase
Charles Giancarlo 500,000
500,000
0 %
John Colgrove 300,000
325,000
8 %
David Hatfield 325,000
365,000
12 %
Timothy Riitters 330,000
360,000
9 %



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ANNUAL CASH BONUSES

We provide our executive officers the opportunity to earn ~~periodic~~annual cash bonuses, inon substantially the same ~~form available to many of~~basis as our ~~employees.~~employees who are eligible under our corporate bonus program. These cash bonuses are intended to encourage the achievement of corporate performance objectives, particularly ~~corporate~~our financial ~~targets.~~ goals, as well as individual performance factors.

In February ~~2018,~~2020, our compensation committee reviewed the target cash bonus opportunities of our executive officers and ~~after considering an analysis performed by Compensia, decided to increase the~~determined that their target cash bonus opportunities for some of our executive officers to keep their target total cash compensation opportunities 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 executiveswould remain at the ~~companies~~same levels, increasing in ~~our compensation peer group. These increases were effective~~absolute dollars by the same amount as ~~of March 1, 2018.~~the associated salary increase. The following table sets forth the ~~revised~~ annual target cash ~~bonuses~~bonus opportunities ~~for~~(expressed as a percentage of base salary) of our named executive ~~officers:~~officers for fiscal 2021, based on the base salary changes made effective as of March 1, 2020:


Name	Fiscal 2021 Target Bonus ($)(1)	Bonus Opportunity as a % of Base Salary
Charles Giancarlo	644,986	100	%
Kevan Krysler	360,000	80	%
John Colgrove	396,291	100	%
Paul Mountford	520,000	100	%

Name Prior Target Bonus ($)
New Target Bonus ($)
Percentage Increase
Charles Giancarlo 500,000
500,000
0 %
John Colgrove 200,000
260,000
30 %
David Hatfield 325,000
365,000
12 %
Timothy Riitters 170,000
252,000
48 %
(1)Prorated based on the March 1, 2020 effective date for any change to target cash bonus opportunity, if applicable.

In ~~addition, we made several changes~~March 2020, the COVID-19 pandemic started to result in significant global social and business disruptions, altering both our ~~bonus program. In~~operations and financial expectations for fiscal ~~2018,~~2021. We closed most of our offices and discontinued in-person internal and external events for an undetermined period of time. Because of the unknown duration of the outbreak and its impact on our customers, partners, vendors and suppliers, all of which were outside of our control, our compensation committee discussed and determined that the performance ~~objectives~~measures used in prior years would not be appropriate for ~~bonuses paid~~fiscal 2021 and postponed the selection of the corporate performance metrics to ~~our executive officers were tied to quarterly revenue targets. Our executive officers were eligible to earn a cash bonus payment each fiscal quarter during which they were employed~~May 2020.

In May 2020, despite substantial and continued uncertainty relating to the ~~extent that we achieved at least 80% of the revenue target for such quarter. In fiscal 2019, we continued~~COVID-19 pandemic, our compensation committee decided to ~~enhance our bonus program~~continue to ~~strengthen~~emphasize the link between pay and performance ~~by introducing a non-GAAP operating profit margin metric~~in our executive compensation program, and ~~target~~after consultation with management and its compensation consultant, the committee selected two corporate performance metrics for the ~~full~~company-wide cash bonus program: (1) a generally-accepted customer satisfaction measure called Net Promoter Score (NPS) and (2) a metric designed to measure Pure’s revenue growth relative to the growth of some other major competitors, which we will call a “relative growth metric.” The bonus payouts would fund based 20% on the NPS score and 80% on our actual performance measured against the relative growth metric.


Measure	Weighting	Rationale
NPS Score	20%	To maintain or improve Pure’s customer experience during fiscal 2021
Relative growth metric	80%	To maintain or improve Pure’s market share during fiscal 2021

In selecting these metrics, our compensation committee believed that our management should be incentivized to maintain or improve Pure’s customer experience during fiscal 2021. NPS was selected as the best measure. For years, we have used a third party to survey our customers on whether or not they would recommend us to their peers on a 1-10 scale. Our prior audited NPS was 82, the highest among Medallia’s B2B scores in 2019. The committee set a target range of 78 to 82 for 100% funding of the NPS portion of the cash bonus program for fiscal 2021. Our customer-centric business model has been recognized by customers and the industry, and NPS was deemed an appropriate means for evaluating how successfully we were navigating the COVID-19 pandemic.

In addition, our compensation committee believed that our management should be incentivized to maintain or gain market share. A relative growth metric was designed as a replacement for the revenue targets used in prior years. This metric for fiscal 2021 was based on Pure’s revenue growth rate as compared to the storage revenue growth rates of three of our largest publicly traded competitors, subject to certain adjustments based on timing of public reporting. As a reference, Pure grew 20.8% in its prior fiscal year and, based on this methodology, the weighted storage revenue growth of the three competitors was -5.7%, resulting in ~~addition~~a relative growth metric of 26.5 points. The committee set a fiscal 2021 target range of 15 to 20 points for 100% funding of the relative revenue growth portion of the cash bonus program. This relative growth metric was deemed an appropriate component given the importance of revenue growth to the company during the COVID-19 pandemic.


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Our compensation committee specifically discussed that the relative growth metric was expected to be a ~~full year~~one-time alternative revenue ~~target.~~measure for the unique circumstances relating to fiscal 2021, and that given the untested nature of the metric, the committee would reserve its ability to apply discretion, including due to unanticipated business disruptions or other impacts tied to the COVID-19 pandemic. In addition to these ~~financial~~corporate performance ~~measures,~~metrics, our compensation committee ~~may~~would again consider individual performance in ~~ultimately setting~~determining our ~~executives’~~executive officers’ overall bonus ~~payouts. After~~payouts, particularly during this unique year. The total corporate funding ranged from 80% at threshold to 130% at maximum, with a broader target range for 100% funding of each metric given the ~~second quarter~~economic uncertainty created by the COVID-19 pandemic.

The following table presents potential payout multiples relative to these two performance metrics, with multiples between threshold and target and target and maximum to be determined on a linear basis:


	NPS Score	Funding			Relative Revenue Growth (pts)	Funding
Maximum	85	150	%	Maximum	30	125.0	%
	84	125	%		28	118.8	%
	83	125	%		23	108.3	%
Target range	78 to 82	100	%	Target range	15 to 20	100.0	%
Threshold	Less than 78	—	%		10	87.5	%
					8	81.9	%
					5	75.0	%
				Threshold	Less than 5	—	%

During the remainder of fiscal ~~2019,~~2021, the committee closely monitored company performance and the individual performance of our executive officers. The COVID-19 pandemic resulted in a brief acceleration of business as customers shifted to work at home and to online businesses, then a sharp pull back as customers reassessed their business prospects and laid out new plans for digital transformation, followed by a gradual stabilization.

In August 2020, we ~~also shifted from paying bonuses quarterly to semi-annually, with the first semi-annual bonus payment being made for the second half of fiscal 2019. In fiscal 2019, this meant that 25%~~paid 40% of the target cash bonus opportunity, ~~was paid in each of May~~consistent with the past practice and ~~August 2018,~~following review and ~~became non-recoverable~~approval by the committee that the company ~~and~~was on track to meet the ~~other 50%~~threshold performance level under the cash bonus program. The remaining amount of the ~~target~~ bonus ~~opportunity, plus any payment for over-performance, if any,~~ was paid in March ~~2019.~~2021.

~~For fiscal 2019,~~In February 2021, our compensation committee ~~decided~~reviewed our corporate performance for fiscal 2021 and determined that the company had achieved an audited NPS of 83.5, with a 20% weighting, and 8.3 points on the relative growth metric, with a 80% weighting. Pure grew revenue by 2.5% in fiscal 2021 and the weighted revenue growth for its measurement group was -5.8%, resulting in a relative growth metric of 8.3 points. Based on this level of corporate achievement, the committee approved corporate bonus funding equal to ~~fund the overall bonus pool based 75% on an annual revenue objective and 25% on an annual operating margin objective, though bonus payment amounts would ultimately be determined by our~~91.6%.

NPS SCORE
OF 83.5

RELATIVE REVENUE GROWTH

OF 8.3 POINTS

CORPORATE

FUNDING

(125.0% X 20%)

(83.2% X 80%)

91.6%

Our compensation committee ~~in its discretion. Further, fiscal 2019 bonus pool funding would be made only if we achieved at least 80% of our fiscal 2019 revenue target. Further,~~then evaluated the ~~portion of our bonus pool funding dependent on operating margin would only fund if we achieved at least 100% of our fiscal 2019 revenue target.~~

We exceeded our fiscal 2019 revenue target, delivering $1.360 billion against a target of $1.335 billion. In addition, we exceeded our fiscal 2019 operating margin objective (non-GAAP), delivering 3.7% against a target of 2.0%. Non-GAAP operating margin is defined as non-GAAP operating income divided by revenue, excluding the effects of stock-based compensation expense, payroll tax expense related to stock-based activities and amortization expense of acquired intangible assets. A reconciliation of this measure can be found in exhibit 99.1 to the current report on Form 8-K furnished to the SEC on February 28, 2019.

~~Based on corporate achievement, our compensation committee determined and approved full year bonus payments equal to 110% of the target bonus for each~~individual performance of our executive ~~officers. This payout level reflected~~officers during fiscal 2021. Navigating the ~~moderate over-performance~~COVID-19 crisis required agility and resilience by our executive officers and employees. Our executive team made key strategic decisions focusing on innovation, including our $370 million acquisition of Portworx, customer support, and scaling the company, and we finished fiscal 2021 with ~~respect to fiscal 2019~~great strength and growth, setting new revenue and sales records for the fourth fiscal quarter and for the full fiscal year. With seven years ranked as a leader, Gartner’s recognition of Pure’s clear leadership across both ‘ability to execute’ and ‘vision’ in their Magic Quadrant for Primary Storage Arrays, was a strong validation of our strategy. Our executive team responded in a fluid environment, avoiding the pandemic-related layoffs that hit some technology companies, while still delivering substantial, positive operating ~~margin objectives.~~and free cash flow for fiscal 2021.

During fiscal 2021, our CEO successfully recruited key leadership personnel, including our new Chief Revenue Officer and Chief Product Officer. Our ~~compensation~~fourth fiscal quarter results were an indicator of the positive impact our executive leadership had during the COVID-19 pandemic, as we, despite continued headwinds, completed a record number of deals greater than $10 million, grew Subscription Services revenue to over $500 million, achieving 33% year over year growth, and set consecutive record sales quarters for FlashBlade and FlashArray//C. Our CEO recommended individual performance factors for each


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executive officer and provided the committee ~~did not apply discretion~~with the reasoning behind his recommendations. The committee discussed the individual performance factor for our CEO with our Chief People Officer.

After consideration of these recommendations, the committee made determinations relating to ~~increase the bonus payouts based on~~each executive officer’s individual performance.

The following table provides information regarding the target annual cash bonus ~~payment levels achieved~~opportunities, corporate funding, individual performance factor, and the actual cash bonuses earned by our named executive officers ~~during our~~for fiscal ~~2019~~2021:


Name	Target Bonus ($)	Corporate Funding		Individual Performance Factor		Actual Bonus Earned ($)	Actual Bonus as a % of Target Bonus
Charles Giancarlo	644,986	91.6	%	125	%	738,510	114.5	%
Kevan Krysler	360,000	91.6	%	130	%	428,688	119.1	%
John Colgrove	396,291	91.6	%	125	%	453,753	114.5	%
Paul Mountford	520,000	91.6	%	100	%	476,320	91.6	%

The actual bonus ~~periods:~~

Name
Target Bonus ($)⁽¹⁾

Payment Percentage
Actual Bonus Earned ($)
Charles Giancarlo 500,000
110 % 550,000
John Colgrove 255,397
110 % 280,937
David Hatfield 361,932
110 % 398,125
Timothy Riitters 245,710
110 % 270,281


~~(1)~~	~~Prorated based on the March 1, 2018 effective date for any change to target cash bonus opportunity, if applicable~~



42

~~Table~~amounts above include the semi-annual bonus payout in August 2020. Mr. Mountford was eligible for a bonus, as he continued to serve as an employee or in a consulting role through March 2021, consistent with the terms of ~~Contents~~

~~PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

his transition services agreement.

EQUITY COMPENSATION

We provide our executive officers the opportunity to earn shares of our common stock through performance-based restricted stock unit (PSU) awards. We believe that strong long-term corporate performance is achieved with a compensation program that encourages a ~~long-term~~multi-year 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 largely been provided ~~largely~~ in the form of ~~equity awards. Historically, we have used stock options and~~ restricted stock ~~units~~unit awards as the primary ~~forms~~form of equity incentive compensation to ~~help~~further align the interests of our executive officers with the interests of our stockholders and to ~~enable~~incentivize them ~~to participate~~through the appreciation in ~~the appreciation~~stock price of our common stock.

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, ~~experience,~~ past performance, ~~and expected future contributions,~~ current equity holdings and expected future contributions. Over the ~~potential equity awards of our other executive officers.~~

~~Prior to fiscal 2018, our executive officers’ equity awards generally were subject to a time-based vesting requirement. In fiscal 2018,~~last two years, our compensation committee ~~approved the grant of stock~~has shifted to granting 100% PSU awards to our executive officers that included both time-based vesting equity and performance-based vesting equity requirements. In fiscal 2019, our compensation committee continued to enhance the structure of our executive officers’ equity awards and began grating performance-based stock awards in order to better align our executive officers' financial incentives with company performance and the creation of stockholder value.

In February ~~2018,~~2020, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered an analysis performed by Compensia, as well as the factors ~~such as~~discussed above, including the unvested equity awards held by ~~most of~~ our executive officers and the market price of our common stock. Again, the committee postponed the selection of the corporate performance metrics for the PSU awards until May 2020 due to the uncertainty relating to the COVID-19 pandemic.

~~Based on that review,~~In May 2020, our compensation committee granted ~~performance-based stock~~PSU awards to our executive officers ~~in March 2018~~ that were subject to ~~performance-based vesting requirements,~~a one-year performance period, with the earned share amount to be adjusted up or down from 0%75% to ~~180%~~125% of the target share amount, based on our achievement of the same fiscal 2021 relative growth metric, as used in our annual ~~revenue target of $1.335 billion for fiscal 2019, and the~~cash bonus program. If threshold performance was not met, then no shares would be earned. The earned shares, if any, would be subject to an additional time-based vesting ~~requirement. The earned performance-based shares vest~~requirement over a three-year period, with 1/3rd vesting in March ~~2019~~2021 and the remainder vesting quarterly thereafter.

~~These performance-based stock awards are set forth in~~ The committee also discussed the ~~following table.~~

Name Target Shares
Maximum Shares
Vesting Commencement Date
Charles Giancarlo 347,053
624,695
March 20, 2018
John Colgrove 140,318
252,572
March 20, 2018
David Hatfield 140,318
252,572
March 20, 2018
Timothy Riitters 152,011
273,620
March 20, 2018
potential to exercise discretion as necessary to make adjustments depending on unanticipated developments resulting from this new, untested metric as well as any unanticipated business disruptions or impacts tied to the COVID-19 pandemic.

The ~~target number of shares~~following table sets forth the PSU awards granted ~~under the equity awards that were eligible~~ to ~~be earned was based on~~ our ~~performance against our revenue target of $1.335 billion~~named executive officers for fiscal 2019, as set by our compensation committee in March 2018. Our compensation committee selected revenue as the appropriate corporate performance measure for the equity awards because, in its view, this metric was the best indicator of our successful execution of our top-line growth strategy.2021:

For purposes of the equity awards, our executive officers were eligible to earn the shares of our common stock subject to these awards to the extent that we achieved at least 70% of the revenue target for fiscal 2019 as determined after the end of fiscal 2019, as follows:

~~If we achieved less than 70% of the revenue target for fiscal 2019, no shares would be earned;~~

~~If we achieved from 70% to 120% of the revenue target for fiscal 2019, target shares ranging from 50% to 180% would be earned; and~~

~~If we achieved 120% or more of the revenue target for fiscal 2018, a maximum of 180% of the target shares would be earned.~~


Name	Target Shares	Maximum Shares
Charles Giancarlo	449,040	561,300
Kevan Krysler	194,584	243,230
John Colgrove	209,552	261,940
Paul Mountford	209,552	261,940



			~~2019~~2021 PROXY STATEMENT			4339

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PROPOSAL 43 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

~~The following chart presents potential metric payout multiples relative to fiscal 2019 revenue target.~~

Percentage of
Revenue Target Fiscal 2019 Revenues
(in millions)
Payout Multiple
Relative to Target
Max 120% $1,602 or more
180 %
110%
$1,469
140 %
Target 100%
$1,335
100 %
85%
$1,135
75 %
70%
$935
50 %
Threshold Less than 70% Less than $935
0 %

In ~~March 2019,~~February 2021, our compensation committee determined that we delivered 8.3 points on the relative growth metric, and based on ~~our fiscal 2019 revenue of approximately $1.360 billion, we achieved 102% achievement of~~ the ~~revenue target for fiscal 2019, and therefore 108%~~foregoing scale, this would result in 83.2% of the shares subject to the ~~performance-based~~PSU awards ~~had been~~being earned. The committee then considered the company’s performance during the unique COVID-19 crisis, including the fiscal 2021 performance factors evaluated by the committee above, and determined that the relative growth metric did not work entirely as expected and that the metric did not adequately measure management’s performance during fiscal year. The committee discussed the potential to exercise discretion based on the performance of our executive officers and how critical their leadership was to the company’s successful navigation of the COVID-19 pandemic during fiscal 2021. The committee focused on the collective performance of our executive team during fiscal 2021, including the product milestones achieved, our Portworx acquisition, industry recognition, financial results and key leadership decisions in the face of the COVID-19 pandemic. The committee felt that failing to recognize these contributions during the pandemic would undermine the executive compensation program. Based on this discussion, the committee decided that the PSU awards would be deemed earned ~~as follows:~~at 96% of the target share amounts.

The following table provides information regarding the payout level achieved and the actual shares earned by our named executive officers under their fiscal 2021 PSU awards:

Name Target Shares
Percentage of
Revenue Target
Payout Multiple
Relative to Target
Earned Shares
Charles Giancarlo 347,053
102 % 108 % 374,817
John Colgrove 140,318
102 % 108 % 151,543
David Hatfield 140,318
102 % 108 % 151,543
Timothy Riitters 152,011
102 % 108 % 164,172


	Target Shares	Payout Multiple Relative to Target	Earned Shares
Charles Giancarlo	449,040	96.0%	431,079
Kevan Krysler	194,584	96.0%	186,801
John Colgrove	209,552	96.0%	201,170
Paul Mountford	209,552	96.0%	201,170

The shares of our common stock earned pursuant to the ~~equity~~PSU awards were subject to a time-based vesting requirement, with 1/3rd of the total number of earned shares vesting on March 20, ~~2019~~2021 and the remainder vesting quarterly ~~thereafter,~~in equal installments over the next two years, 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~~the committee. Under the terms of his transition services agreement, Mr. Mountford was eligible to receive the initial 1/3rd of his earned shares that vested on March 20, 2021, and no additional shares thereafter.

~~The equity awards granted to our executive officers~~FY2020 BONUS AND TRANSITION PACKAGE FOR MR. MOUNTFORD

Mr. Mountford was paid a one-time bonus during fiscal ~~2019 are set forth~~2021 for services rendered in the ~~“Summary Compensation Table”~~prior fiscal year. Mr. Mountford started collaborating with the company in October 2019 and delayed his start date with the ~~“Grants~~company to November 4, 2019, at the company’s request, to accommodate Pure’s desired announcement timing. As a result, he started three days after the company’s bonus eligibility cutoff date. Following the compensation cycle in March 2020, internal discussions were held on whether Mr. Mountford should have been eligible for a pro-rated cash bonus for his contributions during fiscal 2020, and based on the recommendation of ~~Plan-Based Awards Table” below.~~

~~CEO’S NEW HIRE PERFORMANCE-BASED EQUITY AWARD~~

~~In February 2019,~~management, our compensation committee ~~also reviewed~~approved a $100,000 payment to Mr. ~~Giancarlo’s CEO new hire performance-based equity award from August 2017, which had~~Mountford under our annual cash bonus program.

Mr. Mountford was employed by the company through January 31, 2021. In connection with his transition, we entered into a ~~target~~transition services agreement with Mr. Mountford. Under the terms of ~~464,744 shares,~~this agreement, Mr. Mountford was eligible, to ~~be earned based on~~ the ~~achievement~~extent funded and paid, for a full cash bonus relating to fiscal 2021, with an individual performance factor of not less than 100%. After January 31, 2021, he provided consulting services to the ~~same revenue target of $1.335 billion for fiscal 2019, as established by our compensation committee in~~company through March ~~2018. 50% of the target shares would be earned upon achievement of 80% of the fiscal 2019 revenue target,~~20, 2021, and additional amounts will be earned on a proportional basis up to 120% achievement of the fiscal 2019 revenue target, or up to a maximum of 150% of the target shares. Once earned, this award would be subject to additional time-based vesting with 1/3rd of the shares subject to the award being deemed earned as of December 20, 2018 and the remainder vesting quarterly over the following eight quarters until December 20, 2020, subject to Mr. Giancarlo’s continuous service on each such vesting date.

~~Our compensation committee determined that, based on our fiscal 2019 revenue of approximately $1.360 billion, we achieved 102% achievement~~terms of the ~~revenue target~~agreement, Mr. Mountford received a lump sum payment of $390,000, equal to nine months base salary, and vested the earned shares that he was eligible to receive on March 20, 2021 under his fiscal 2021 PSU award. He will receive continued health care coverage under COBRA, at a cost to the company of $2,624 per month, for ~~fiscal 2019, and therefore 104.65%~~18 months following the end of the shares under Mr. Giancarlo’s CEO new hire performance-based award had been earned, or a total of 486,355 shares, of which 162,118 were deemed earned as of December 20, 2018, to be released in March 2019, and 324,237 shares remained subject to further time-based vesting through December 2020 as previously described.his employment.

BENEFITS PROGRAMS

Our employee benefit programs, including our 401(k) plan with a company matching contribution, 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.



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PROPOSAL 43 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

PERQUISITES AND OTHER PERSONAL BENEFITS

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.~~officers that are not also available to our employees generally. 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~~officers 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.

POST-EMPLOYMENT COMPENSATION

Our executive officers and certain other employees are eligible to receive severance payments, equity acceleration and health care benefits in the event of a termination of employment in connection with a change in control of ~~Pure Storage.~~the company. 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.”

OTHER COMPENSATION POLICIES

EQUITY AWARDS GRANT POLICY

~~Equity~~The grant of 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.~~committee. Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. This policy provides that our ~~CEO~~Chief Executive Officer 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~~If applicable, 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.

DERIVATIVES TRADING, PLEDGING AND HEDGING POLICY

Our insider trading policy prohibits ~~the trading~~our directors, officers, employees and consultants, as well as all family members and other household members of such persons and all companies controlled by such persons, from engaging in trades of our derivatives, short sales, transactions in put or ~~the~~call options, hedging transactions, opening margin accounts, pledging our securities, or ~~hedging of~~other inherently speculative transactions with respect to our equity securities at any time.

COMPENSATION CLAWBACK/RECOUPMENT

In February 2020, upon the recommendation of our compensation committee, our board of directors adopted a policy for the recoupment of certain “incentive compensation,” as defined in the policy, paid to our current and former Section 16 officers, also known as a clawback policy. Under the policy, recoupment is possible either in the event of a financial “restatement” by the company or “misconduct” by the covered officer, in each case as defined in the policy and subject to the determination and discretion of our ~~employees, including~~board of directors. The policy applies to all incentive compensation paid, received, granted or awarded on or after the date the policy was adopted. In addition to the foregoing, our Chief Executive Officer and Chief Financial Officer are subject to the compensation recovery provisions of Section 304 of the Sarbanes-Oxley Act.

STOCK OWNERSHIP GUIDELINES

In February 2020, upon the recommendation of our compensation committee, our board of directors adopted stock ownership guidelines for our non-employee directors and our Section 16 officers. Under these guidelines, each non-employee director is required to own shares of our common stock with a value equal to three times his or her base annual cash retainer fee, excluding additional retainers for service on committees, as chairperson or as lead independent director. Our Chief Executive Officer is required to own shares of our common stock with a value equal to five times his or her base salary, and each other Section 16 officer is required to own shares of our common stock with a value equal to two times his or her base salary. In determining ownership levels, credit is provided for shares held outright, shares “beneficially owned,” vested restricted stock units, vested shares under any deferred compensation plan, if applicable, and vested in-the-money stock options, net of the number of shares needed to pay the exercise price. Compliance with these guidelines is required within five years of becoming subject to them. The policy includes procedures for granting exemptions in the case of severe hardship or in the event that the guidelines would prevent a director or officer from complying with a court order or applicable law. At the end of fiscal 2021, all of our executive officers and non-employee directors met, exceeded, or were on track to meet these guidelines based on their current rate of stock accumulations in the ~~members~~time frames set out in the guidelines.


			2021 PROXY STATEMENT			41

Table of ~~our board of directors.~~Contents

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION ~~CLAWBACK/RECOUPMENT~~

~~Awards granted under our 2015 Equity Incentive Plan (the~~ ~~2015 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.

POLICY REGARDING 10b5-1 PLANS FOR DIRECTORS AND EXECUTIVE OFFICERS

Our insider trading policy generally requires that our executive officers and non-employee 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 Rule 10b5-1 for sales of securities which they beneficially own.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

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~~the committee’s determination include the following:

•We structure our compensation ~~programs~~program to consist of both fixed and variable components. The fixed ~~(or base salary)~~ component of our ~~compensation programs~~program (or base salary) is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business ~~metrics.~~metrics;

•We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive ~~officers.~~officers;



	~~2019 PROXY STATEMENT~~	45

~~Table~~•We maintain internal controls over the determination of ~~Contents~~

~~PROPOSAL 4 ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

Wesales commissions, although we do not cap ~~the~~ cash incentive ~~award~~awards for our sales commission plans to provide maximum incentive for our sales force to meet and exceed their ~~revenue objectives. However, we do maintain internal controls over the determination of sales commissions.~~objectives;

~~Employees of Pure Storage~~•Our employees are required to acknowledge and comply with our code of conduct which covers, among other things, accuracy in keeping financial and business ~~records.~~records;

•Our compensation committee approves the overall annual equity pool and the employee equity award ~~guidelines.~~guidelines;

•A significant portion of the compensation paid to our executive officers is in the form of equity awards to align their interests with the interests of ~~stockholders.~~stockholders; and

•As part of our insider trading policy, we prohibit hedging transactions involving our equity securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

TAX AND ACCOUNTING CONSIDERATIONS

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Under Section 162(m) ~~of the Code~~ (Section 162(m)) of the Internal Revenue Code of 1986, as amended (the Code), compensation paid to any publicly held corporation’s "covered employees" that exceeds $1 million per taxable year for any covered employee is generally non-deductible.

~~However,~~ In designing our executive compensation program and determining the compensation of our executive officers, our compensation committee considers a variety of factors, including the potential impact of the Section 162(m) ~~provides a reliance period exception, pursuant to which the~~ deduction limit under Section 162(m) does not apply to certain compensation paid (or in some cases, granted) pursuant to a plan or agreement that existed during the period in which the corporation was not publicly held, subject to certain requirements and limitations. Under Section 162(m), this reliance period ends upon the earliest of the following: (i) the expiration of the plan or agreement; (ii) the material modification of the plan or agreement; (iii) the issuance of all employer stock and other compensation that has been allocated under the plan; or (iv) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the corporation’s initial public offering occurs. However, the reliance period exception under Section 162(m) may be repealed or modified in the future as a result of certain changes that were made to Section 162(m) pursuant to the Tax Cuts and Jobs Act.

In addition, prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m) provided a performance-based compensation exception, pursuant to which the deduction limit under Section 162(m) did not apply to any compensation that qualified as "performance-based compensation" under Section 162(m). Pursuant to the Tax Cuts and Jobs Act, the performance-based compensation exception under Section 162(m) was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to a written binding contract which was in effect on November 2, 2017 and which is not modified in any material respect on or after such date.

Compensation paid to each of the Company’s "covered employees" in excess of $1 million per taxable year generally will not be deductible unless it qualifies for (i) the reliance period exception under Section 162(m) or (ii) the performance-based compensation exception under Section 162(m) pursuant to the transition relief described above. Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m), as well as other factors beyond the control of the Compensation Committee, no assurance can be given that any compensation paid by the Company will qualify for the reliance period exception under Section 162(m) or will be eligible for such transition relief and be deductible by the Company in the future.limit. Although the ~~Compensation Committee~~committee will continue to consider tax implications as one factor in determining executive compensation, the ~~Compensation Committee~~committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for ~~the Company’s~~our named executive officers in a manner consistent with the goals of ~~the Company’s~~our executive compensation program and the best interests of the ~~Company~~company and its stockholders, which may include providing for compensation that is not deductible by the ~~Company~~company due to the ~~deduction limit under~~ Section 162(m). deduction limit. The ~~Compensation Committee~~committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the ~~Company’s~~company’s business needs.

NO TAX REIMBURSEMENT OF PARACHUTE PAYMENTS AND DEFERRED COMPENSATION

We ~~did~~have not ~~provide~~provided 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 ~~2019,~~2021, and we have not agreed and are not otherwise obligated to provide any ~~named~~ executive officer with such a “gross-up” or other reimbursement.



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PROPOSAL 43 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

ACCOUNTING TREATMENT

We account for stock-based compensation in accordance with the authoritative guidance set forth in FASB 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 full-value equity 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 performance and/or vesting period of the award). Compensation expense for shares acquired through our 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.



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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE FOR FISCAL ~~2019~~2021

The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal ~~2019~~2021 and, if applicable, the prior two fiscal years.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non–Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Charles Giancarlo Chief Executive Officer	2021	643,750	—	6,695,186	738,510	4,295	8,081,741
	2020	518,333	—	7,842,176	361,895	2,775	8,725,180
	2019	500,000	—	7,333,230	550,000	—	8,383,230
Kevan Krysler(5) Chief Financial Officer	2021	450,000	—	2,901,247	428,688	4,127	3,784,062
	2020	65,625	1,000,000	7,208,360	—	2,813	8,276,797
John Colgrove Chief Technology Officer	2021	395,833	—	3,124,420	453,753	11,007	3,985,014
	2020	347,917	—	3,149,464	239,508	10,283	3,747,172
	2019	322,917	—	2,964,919	280,937	—	3,568,773
Paul Mountford (6) Former Chief Operating Officer	2021	520,000	100,000	3,124,420	476,320	394,126	4,614,867
	2020	128,030	250,000	9,291,912	—	1,950	9,671,892

Name and Principal Position Fiscal
Year Salary
($)
Option Awards
($)⁽¹⁾

Stock
Awards
($)⁽¹⁾

Non–Equity
Incentive Plan
Compensation
($)⁽²⁾

All Other
Compensation
($)⁽³⁾

Total
($)
Charles Giancarlo⁽⁴⁾
2019 500,000
—
7,333,230
550,000
—
8,383,230
Chief Executive Officer 2018 222,222
5,580,000
11,934,639
229,416
—
17,966,277
John Colgrove 2019 322,917
—
2,964,919
280,937
—
3,568,773
Chief Technology Officer 2018 295,833
—
1,122,764
212,500
14,717
1,645,814
2017 250,000
—
—
183,800
11,053
444,853
David Hatfield 2019 361,667
—
2,964,919
398,125
—
3,724,711
President 2018 322,917
—
2,406,764
345,313
11,208
3,086,201
2017 300,000
—
—
256,109
—
556,109
Timothy Riitters 2019 357,500
—
3,211,992
270,281
—
3,839,773
Chief Financial Officer 2018 329,167
—
4,058,057
177,164
—
4,564,388
2017 320,000
—
501,200
136,565
—
957,765

~~(1)~~

The amount shown in this column does not reflect the dollar amount actually received by our named executive officers. Instead, this amount reflects the aggregate grant date fair value of the stock option and stock awards granted to our named executive officers, 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, 2019, except that amounts for performance-based stock awards are based on the aggregate fair value as of the grant date given that the applicable performance criteria was established after the end of the applicable fiscal year. The amounts reported for performance-based stock awards are reported at 100% target achievement. See “Compensation Discussion and Analysis” above for the share amounts actually earned in fiscal 2019.

~~(2)~~

Represents bonuses earned by our named executive officers under our cash bonus program for employees. The amounts reported represent cash bonuses earned by each named executive officer based on the achievement of corporate revenue targets and, in the case of fiscal 2019, operating profit margin targets, and the individual’s target bonus amount. Prior to the second half of fiscal 2019, the cash bonuses were paid quarterly, and beginning with the second half of fiscal 2019, the cash bonuses were paid semi-annually, based on the achievement of the corporate performance targets described above. The amount reflected for fiscal 2017 for Mr. Hatfield represent sales commissions earned by him.

~~(3)~~

Includes: (i) with respect to Mr. Colgrove’s fiscal 2018 amount, (a) $7,895 in amounts associated with our patent award program, (b) $4,500 in employer contributions to his health savings account, and (c) $2,322 in life insurance premiums; (ii) with respect to Mr. Colgrove’s fiscal 2017 amount, (a) $5,474 in amounts associated with our patent award program, (b) $4,500 in employer contributions to his health savings account, and (c) $1,079 in life insurance premiums; (iii) with respect to Mr. Hatfield’s fiscal 2018 amount, (a) $5,862 in travel expenses associated with his spouse attending a company-sponsored event, (b) $4,500 in employer contributions to his health savings account, and (c) $846 in life insurance premiums.


~~(4)~~	~~Mr. Giancarlo was appointed as our CEO on August 22, 2017.~~

(1)The amounts show in this column for fiscal 2021 reflect a cash bonus of $100,000 for services rendered in a prior fiscal year. Please see the "Compensation Discussion and Analysis - FY2020 Bonus and Transition Package for Mr. Mountford" elsewhere in this proxy statement. The amounts shown in this column for fiscal 2020 reflect one time cash sign on bonuses.

(2)The amounts shown in these columns do not reflect the dollar amount actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the stock awards granted to our named executive officers, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts 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 25, 2021, except that amounts for performance-based stock awards are based on the aggregate fair value as of the grant date given that the applicable performance criteria was established after the end of the applicable fiscal year. For fiscal 2021, the amounts reported for performance-based stock awards are reported at 100% target achievement. See “Compensation Discussion and Analysis” above for the share amounts actually earned in fiscal 2021. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2021 awards in the “Stock awards” column would be as follows: Mr. Giancarlo, $8,368,983; Mr. Krysler, $3,626,559; Mr. Colgrove, $3,905,525 and Mr. Mountford, $3,905,525.

(3)The amounts shown in the column represents bonuses earned by our named executive officers under our cash bonus program for employees for the stated fiscal years.

(4)The amounts shown in this column for fiscal 2021 represent company contributions that we made on behalf of the named executive officers under the Pure Storage, Inc. 401(k) Plan and tax gross ups on stipends made by us to certain eligible employees as a result of the COVID-19 pandemic. In addition, the amount for Mr. Colgrove includes $4,502 in amounts associated with our patent award program and $2,380 as a tax gross up on such amount and the amount for Mr. Mountford includes a severance payment of $390,000. Please see the "Compensation Discussion and Analysis - FY2020 Bonus and Transition Package for Mr. Mountford" elsewhere in this proxy statement.

(5)Mr. Krysler was appointed as our Chief Financial Officer in December 2019.

(6)Mr. Mountford served as our Chief Operating Officer from November 2019 until January 2021.



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EXECUTIVE COMPENSATION

GRANTS OF PLAN–BASED AWARDS TABLE IN FISCAL ~~2019~~2021

The following table presents information regarding each grant of a cash or equity award made during fiscal ~~2019.~~2021. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Charles Giancarlo	2/25/2020	515,989	644,986	838,482	—	—	—	—
	5/19/2020	—	—	—	336,780	449,040	561,300	6,695,186
Kevan Krysler	2/25/2020	288,000	360,000	468,000	—		—	—
	5/19/2020	—	—	—	145,938	194,584	243,230	2,901,247
John Colgrove	2/25/2020	317,033	396,291	515,178	—	—	—	—
	5/19/2020	—	—	—	157,164	209,552	261,940	3,124,420
Paul Mountford	2/25/2020	416,000	520,000	676,000	—	—	—	—
	5/19/2020	—	—	—	157,164	209,552	261,940	3,124,420

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards
Grant Date
Fair Value of
Stock Awards
($)⁽¹⁾

Name Grant Date Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Charles Giancarlo
2/17/2018⁽²⁾
—
500,000
928,125
—
—
—
—

3/13/2018⁽³⁾
—
—
—
—
347,053
624,695
7,333,230
John Colgrove
2/17/2018⁽²⁾
—
260,000
482,625
—
—
—
—

3/13/2018⁽³⁾
—
—
—
—
140,318
252,572
2,964,919
David Hatfield
2/17/2018⁽²⁾
—
363,000
673,819
—
—
—
—

3/13/2018⁽³⁾
—
—
—
—
140,318
252,572
2,964,919
Timothy Riitters
2/17/2018⁽²⁾
—
252,000
467,775
—
—
—
—

3/13/2018⁽³⁾
—
—
—
—
152,011
273,620
3,211,992
(1)The target bonus amounts for fiscal 2021 were established by our compensation committee in February 2020. For further information regarding the fiscal 2021 target cash bonuses, please see the “Compensation Discussion and Analysis-Annual Cash Bonuses” above, with the actual amounts earned and paid as set forth in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.”

~~(1)~~

~~(2)~~

The target bonus amounts for fiscal 2019 were established by our compensation committee in February 2018, with the changes effective as of March 1, 2018. For further information regarding the fiscal 2019 target cash bonuses, please see the “Compensation Discussion and Analysis-Cash Bonuses” above, with the actual amounts earned and paid as set forth in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.”

~~(3)~~

The shares under this performance-based stock award are reported at 100% target achievement and will be earned, from 0% to 180%, based on the achievement of a revenue target for fiscal 2019, which was established by our compensation committee in March 2018. Once earned, this award will be subject to time-based vesting, with 1/3rd of the shares vesting on March 20, 2019 and the remaining earned shares subject to the award vesting over the following eight quarters of the named executive officer’s continuous service. See “Compensation Discussion and Analysis” above for the share amounts actually earned in fiscal 2019.

(2)This performance-based stock award may be earned from 0% to 125% based on the achievement of a revenue target for fiscal 2021, which was established by our compensation committee in May 2020. Once earned, this award will be subject to time-based vesting, with 1/3rd of the earned shares vesting on March 20, 2021 and the remaining earned shares vesting quarterly over the following two years. See “Compensation Discussion and Analysis-Equity Compensation” above for the share amounts actually earned in fiscal 2021.

(3)The amount shown in this column does not reflect the dollar amount actually received by our named executive officers. Instead, this amount reflects the aggregate grant date fair value of the stock awards granted to our named executive officers, 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 25, 2021.



			~~2019~~2021 PROXY STATEMENT			4945

Table of Contents

EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AS OF JANUARY 31, ~~2019~~2021

The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, ~~2019.~~2021.


	Option Awards(1)				Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Charles Giancarlo	427,083	72,917(4)	12.84	8/22/2027	—	—	—	—
	427083	72,917(4)	17.00	8/22/2027	—	—	—	—
	—	—	—	—	87,140(5)	2,015,548	—	—
	—	—	—	—	31,236(6)	722,489	—	—
	—	—	—	—	128,860(7)	2,980,532	—	—
	—	—	—	—	—	—	449,040	10,386,295
Kevan Krysler	—	—	—	—	333,104(8)	7,704,696	—	—
	—	—	—	—	—	—	194,584	4,500,728
John Colgrove	499,329	—	2.98	3/28/2024	—	—	—	—
	83,333	—	17.00	9/23/2025	—	—	—	—
	—	125,000(9)	17.00	9/23/2025	—	—	—	—
	—	—	—	—	12,630(6)	292,132	—	—
	—	—	—	—	51,752(7)	1,197,024	—	—
	—	—	—	—	—	—	209,552	4,846,938
Paul Mountford	—	—	—	—	371,083(10)	8,583,150	—	—
	—	—	—	—	—	—	209,552	4,846,938

Option Awards⁽¹⁾

Stock Awards⁽¹⁾
Name Vesting
Commencement
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)⁽²⁾

Charles Giancarlo
08/22/2017⁽³⁾

177,083
322,917
12.84
8/22/2027
—
—

08/22/2017⁽³⁾

177,083
322,917
17.00
8/22/2027
—
—

09/20/2017⁽⁴⁾

—
—
—
—
319,513
5,722,478

—⁽⁵⁾

—
—
—
—
464,744
8,323,565

—⁽⁶⁾

—
—
—
—
347,053
6,215,719
John Colgrove
04/01/2018⁽⁷⁾

225,000
375,000
2.98
3/28/2024
—
—

01/01/2020⁽⁸⁾

—
83,333
17.00
9/23/2025
—
—

01/01/2021⁽⁸⁾

—
125,000
17.00
9/23/2025
—
—

—⁽⁹⁾

—
—
—
—
25,002
871,498

—⁽⁹⁾

—
—
—
—
24,809
1,161,997

—⁽⁶⁾

—
—
—
—
140,318
2,513,095
David Hatfield —
452,112
—
1.23
2/6/2023
—
—
—
300,109
—
2.58
1/30/2024
—
—

01/01/2018⁽¹⁰⁾

235,646
250,000
2.98
3/28/2024
—
—

02/15/2020⁽⁸⁾

—
150,000
13.20
3/17/2025
—
—

03/15/2021⁽¹¹⁾

—
75,000
17.00
9/23/2025
—
—

—⁽⁹⁾

—
—
—
—
25,002
447,786

—⁽⁹⁾

—
—
—
—
24,809
444,329

—⁽⁶⁾

—
—
—
—
140,318
2,513,095
Timothy Riitters —
808,500
0
9.65
10/8/2024
—
—

08/26/2018⁽¹²⁾

72,916
277,084
9.65
10/8/2024
—
—

09/15/2020⁽⁸⁾

—
75,000
13.20
3/17/2025
—
—

01/01/2020⁽⁸⁾

—
27,500
17.00
9/23/2025
—
—

01/01/2021⁽⁸⁾

—
32,500
17.00
9/23/2025
—
—

—⁽¹³⁾

—
—
—
—
18,210
326,141

04/05/2019⁽¹⁴⁾

—
—
—
—
55,650
996,692

—⁽⁹⁾

—
—
—
—
50,001
895,518

—⁽⁶⁾

—
—
—
—
152,011
2,722,517
(1)Continued vesting on all awards is subject to the individual's continuous service. Further, the unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination, as described in the section titled “Employment, Severance and Change in Control Agreements.” Option awards were granted under both our 2009 Equity Incentive Plan and our 2015 Equity Incentive Plan, and restricted stock and RSU awards were granted under our 2015 Equity Incentive Plan.


~~(1)~~	The unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination of employment, as described in the section titled “Employment, Severance and Change in Control Agreements.” All option awards were granted under our 2009 Equity Incentive Plan, and all stock awards were granted under our 2015 Equity Plan.


~~(2)~~	This amount is calculated by multiplying the number of unvested shares held by the applicable named executive officer by the closing price of our common stock on the NYSE on January 31, 2019 (the last day of our fiscal year), which was $17.91 per share.


~~(3)~~	~~125,000 options vested on August 22, 2018, with the remaining 375,000 options vesting in 36 equal monthly installments subject to Mr. Giancarlo’s continuous service.~~


~~(4)~~	~~116,186 shares vested on September 20, 2018, with the remaining 348,559 shares vesting in 12 equal quarterly installments, subject to Mr. Giancarlo’s continuous service.~~

~~(5)~~

The shares under this award are reported at target and were to be earned, from 0% to 150%, based on the achievement of a revenue target for fiscal 2019, which was determined by our compensation committee in February 2019, and remain subject to time-based vesting, with 1/3rd vesting on December 20, 2018 and the remaining earned shares subject to the award 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.

(2)Based on $23.13 which was the closing price of our common stock on NYSE on January 29, 2021 (the last trading day of our fiscal year).

(3)Amounts in this column represent the target shares for performance restricted stock units granted in fiscal 2021. In February 2021, the Compensation Committee determined the actual number of Earned Shares based on our fiscal 2021 performance as follows: Mr. Giancarlo: 431,079 Earned Shares; Mr. Krysler, 186,801 Earned Shares; Mr. Colgrove, 201,170 Earned Shares; and Mr. Mountford, 201,170 Earned Shares. One-third of the Earned Shares vested on March 20, 2021 with the remainder vesting quarterly in equal installments over the next two years, except that with respect to Mr. Mountford, the remaining unvested Earned Shares under this award were forfeited as of March 20, 2021.

(4)These options vest as to 25% on the one-year anniversary of the grant date with the remaining vesting monthly in equal installments thereafter over the next three years.

(5)These restricted stock awards vested as to 25% on September 20, 2018 with the remaining vesting quarterly in equal installments thereafter over a three-year period.

(6)These restricted stock awards vested as to 33% on March 20, 2019 with the remaining vesting quarterly in equal installments thereafter over the next two years.

(7)These restricted stock awards vested as to 33% on March 20, 2020 with the remaining vesting quarterly in equal installments thereafter over the next two years.

(8)These restricted stock units vested as to 25% on December 20, 2020 with the remaining vesting quarterly in equal installments over a three-year period.

(9)These options vest monthly in equal installments over a one-year period beginning on February 1, 2021.

(10)Mr. Mountford terminated employment on January 31, 2021 and this stock award was subsequently canceled.



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EXECUTIVE COMPENSATION

~~(6)~~

The shares under this award are reported at target and were to be earned, from 0% to 180%, based on the achievement of a revenue target for fiscal 2019, which was determined by our compensation committee in February 2019, and remained subject to time-based vesting, with 1/3rd vesting on March 20, 2019, and the remaining earned shares subject to the award vesting equally over the following eight quarters of the named executive officer’s continuous service.


~~(7)~~	~~25,000 options vest monthly, measured from the vesting commencement date, subject to the named executive officer’s continuous service.~~


~~(8)~~	~~1/12th of the total shares subject to this option award vest monthly measured from the vesting commencement date, subject to the named executive officer’s continuous service.~~


~~(9)~~	~~1/5th of the shares vest on each of April 5, 2019, July 5, 2019, October 5, 2019, January 5, 2020, and April 5, 2020.~~


~~(10)~~	~~20,833 shares vested on February 1, 2018 with the remaining 479,167 options vesting in 23 equal monthly installments, subject to Mr. Hatfield's continuous service.~~


~~(11)~~	~~1/10th of the total shares subject to this option award vest monthly measured from the vesting commencement date, subject to the named executive officer’s continuous service.~~


~~(12)~~	~~1/24th of the total shares subject to this option award vest monthly measured from the vesting commencement date, subject to the named executive officer’s continuous service.~~


~~(13)~~	~~All of the shares vest on April 5, 2019 subject to Mr. Riitter's continuous service.~~


~~(14)~~	~~1/4th of the total shares subject to this award vest quarterly over one year measured from the vesting commencement date, subject to the named executive officer’s continuous service.~~

STOCK AWARDS VESTED AND OPTIONS EXERCISED IN FISCAL ~~2019~~2021

The following table summarizes the ~~value realized~~shares of common stock that were acquired by our named executive officers ~~due to~~upon the vesting of stock awards and the exercise of stock option awards during fiscal ~~2019.~~2021.


	Stock Awards		Option Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(2)
Charles Giancarlo	583,648	8,848,546	—	—
Kevan Krysler	111,034	2,494,934	—	—
John Colgrove	132,773	1,875,985	100,671	866,777
Paul Mountford	123,694	2,779,404	—	—

(1)The value realized on vesting is calculated as the number of vested shares multiplied by the closing market price of our common stock on the vesting date.

(2)The value realized on exercise is calculated as the difference between the closing market price of our common stock on the exercise date and the applicable exercise price of those options, multiplied by the number of exercised shares.

Stock Awards Option Awards
Name Number of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)⁽¹⁾

Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)⁽²⁾

Charles Giancarlo 145,232
3,697,611
—
—
John Colgrove 54,233
1,129,875
—
—
David Hatfield 154,233
3,912,875
510,907
11,223,190
Timothy Riitters 201,429
4,550,903
146,500
1,801,277


~~(1)~~			~~The value realized on vesting is calculated as the number of vested shares multiplied by the closing market price of our common stock on the vesting date.~~2021 PROXY STATEMENT			47


~~(2)~~	The value realized on exercise is calculated as the difference between the actual sales price of the shares of our common stock underlying the options exercised and the applicable exercise price of those options, multiplied by the number of exercised shares.

Table of Contents

EXECUTIVE COMPENSATION

EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL AGREEMENTS

OFFER LETTERS

We have employment offer letters with each of our active named executive officers, other than Mr. Colgrove. The offer letters generally provide for “at-will” employment and set forth the named executive officer’s initial base salary, initial target cash bonus opportunity, initial equity grant amount, eligibility for employee benefits and in some cases severance payments and benefits upon a qualifying termination of employment. In addition, each of our named executive officers has executed our standard proprietary information and inventions agreement. The key terms of employment with our active named executive officers are described below. Please see “Outstanding Equity Awards as of January 31, ~~2019”~~2021” above for a presentation of equity awards held by our named executive officers.

CHARLES GIANCARLO

In August 2017, we entered into an offer letter agreement with Mr. Giancarlo, our Chief Executive Officer and Chairman. Mr. Giancarlo’s current annual base salary is ~~$520,000.~~$700,000. Mr. Giancarlo is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of corporate performance objectives, as determined by our compensation committee.



	~~2019 PROXY STATEMENT~~	51

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~

If Mr. Giancarlo is terminated without cause (as defined in his ~~employment agreement)~~offer letter) or Mr. Giancarlo resigns for good reason (as defined in his ~~employment agreement)~~offer letter), Mr. Giancarlo will be eligible to receive (i) continuation of his base salary for a period of 12 months following his termination and (ii) reimbursement of COBRA payments for a period of 18 months following his termination (or if earlier upon him obtaining health care coverage from another source). If Mr. Giancarlo is terminated without cause or Mr. Giancarlo resigns for good reason during the period beginning three months prior to a change in control (as defined in his employment agreement) and ending 12 months following the closing of such change in control, then, in lieu of the foregoing severance payments and benefits, he will be eligible to receive (i) an amount of cash severance equal to 12 months of his base salary plus his then target annual bonus amount, paid in a single lump sum on the 60th day following his termination, (ii) reimbursement of COBRA payments for a period of 18 months following his termination (or if earlier upon him obtaining health care coverage from another source) and (ii) the accelerated vesting of all of his unvested equity awards ~~will accelerate~~ in full. Mr. Giancarlo must sign a release of claims agreement in favor of the company as a pre-condition of receiving these ~~termination~~severance payments and benefits.

~~JOHN COLGROVE~~KEVAN KRYSLER

In November 2019, we entered into an offer letter agreement with Mr. ~~Colgrove’s~~Krysler, our Chief Financial Officer. Mr. Krysler’s current ~~annual~~ base salary is ~~$350,000. Effective March 1, 2019, Mr. Colgrove~~$475,000, and he is eligible to earn a bonus with an annual target of ~~$350,000~~80% of his annual base salary to be paid in semi-annual installments based on the achievement of corporate performance objectives, as determined by our compensation committee.

JOHN COLGROVE

Mr. Colgrove’s current annual base salary is $450,000 and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of corporate performance objectives, as determined by our compensation committee. If Mr. Colgrove’s employment is terminated without cause or he terminates his employment for good reason on or within 18 months following a change in control of the company, all unvested shares of stock subject to his outstanding stock option awards will immediately become fully vested.

~~DAVID HATFIELD~~

In November 2012, we entered into an offer letter agreement with Mr. Hatfield, our President. Mr. Hatfield’s current annual base salary is $380,000. Effective March 1, 2019, Mr. Hatfield is eligible to earn a bonus with an annual target of $380,000 to be paid in semi-annual installments based on the achievement of corporate performance objectives, as determined by our compensation committee.

Pursuant to the terms of his offer letter, if Mr. Hatfield’s employment is terminated without cause or he terminates his employment for good reason, and other than as result of his death or disability, he will be eligible to receive certain severance payments and benefits, the conditions of which vary depending on whether such termination occurs in connection with a change in control of the company. If termination of employment occurs absent a change in control, Mr. Hatfield will be eligible to receive continuation of his base salary and reimbursement of COBRA payments for a period of nine months and vesting of 25% of the then-unvested shares subject to any then-outstanding stock option awards. If termination of employment occurs on or within 18 months following a change in control, Mr. Hatfield will be eligible to receive the base salary and COBRA payments as described in the preceding sentence and vesting of all of the then-unvested shares subject to any then outstanding stock option awards. Mr. Hatfield must sign a release of claims agreement in favor of the company as a pre-condition of receiving these termination payments and benefits.

~~TIMOTHY RIITTERS~~

In August 2014, we entered into an offer letter agreement with Mr. Riitters, our Chief Financial Officer. Mr. Riitters’ current annual base salary is $380,000. Effective March 1, 2019, Mr. Riitters is eligible to earn a bonus with an annual target of $266,000 to be paid in semi-annual installments based on the achievement of corporate performance objectives, as determined by our compensation committee.

Pursuant to the terms of his offer letter, if Mr. Riitters’ employment is terminated without cause or if he terminates his employment for good reason, and other than as a result of his death or disability, he will be eligible to receive certain severance payments and benefits, the conditions of which vary depending on whether such termination occurs in connection with a change in control of the company. If termination of employment occurs absent a change in control, Mr. Riitters will be eligible to receive continuation of his base salary and reimbursement of COBRA payments for a period of nine months and he will continue to vest in his option for six months after the date of such termination. If termination of employment occurs on or within 12 months following a change in control, Mr. Riitters will be eligible to receive the base salary and COBRA payments as described in the preceding sentence and vesting of all of the then-unvested shares subject to any then outstanding stock option awards. Mr. Riitters must sign a release of claims agreement in favor of the company as a pre-condition of receiving these termination payments and benefits.



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EXECUTIVE COMPENSATION

CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN

In ~~September 2015,~~November 2020, we ~~adopted a~~amended our existing Change in Control and Severance Benefit Plan (the Severance Plan). Employees with the title of vice president or above, including each of our named executive officers, are eligible participants under the Severance Plan. Under the Severance Plan, ~~each eligible participant~~any named executive officer who suffers an involuntary termination of employment within the period starting three months prior to a change in control of the company and ending on the 12-month anniversary of the change in control, will receive (i) a lump sum cash payment equal to ~~six~~(a) 12 months of the ~~participant’s~~ then-current base salary for all named executive officers, other than the Chief Executive Officer, or (b) 18 months of the then-current base salary for the Chief Executive Officer, (ii) a lump sum cash payment equal to ~~six~~12 months of the participant’s then-current annual target bonus, (iii) up to ~~six~~(a) 12 months of company-paid health insurance coverage for all named executive officers, other than the Chief Executive Officer, or (b) 18 months of company-paid health insurance coverage for the Chief Executive Officer, and (iv) accelerated vesting of 100% of the shares subject to each time-based vesting equity award held by such participant. ~~These~~The acceleration of outstanding performance-based awards will be based on the number of shares subject to the award as if the applicable performance criteria had been attained at 100% of target and the acceleration of performance-based awards granted after the effective date to be governed by the applicable award agreement.

Under the Severance Plan, upon a named executive officer's termination without cause or a resignation for good reason, such officer will receive (i) a lump sum cash payment equal to (a) 6 months of the then-current base salary for all named executive officers, other than the Chief Executive Officer, or (b) 12 months of the then-current base salary for the Chief Executive Officer and (ii) up to (a) 6 months of company-paid health insurance coverage for all named executive officers, other than the Chief Executive Officer, or (b) 18 months of company-paid health insurance coverage for the Chief Executive Officer.

All payments and benefits made under the Severance Plan are subject to a “best after tax” provision in ~~the case the~~ case they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Code.

If an employee is an eligible participant and otherwise eligible to receive severance payments and benefits under the Severance Plan that are of the same category and would otherwise duplicate the payments and benefits available under the terms of any other agreement the participant has with us, the participant will receive severance payments and benefits under such other agreement in lieu of any Severance Plan benefits to the extent such benefits are duplicative, and severance payments and benefits will be provided under the Severance Plan only to the extent, if any, that Severance Plan benefits are not duplicative benefits. For instance, Mr. Giancarlo is eligible to participate in the Severance Plan, provided that he will still receive any more favorable terms under his employment agreement, such as his longer 18 months of company-paid health insurance coverage.

ACCELERATION UPON DEATH ~~OR DISABILITY~~

In September 2015, our compensation committee amended all outstanding stock option awards to provide that if an employee dies while in a service relationship with us, all options held by the employee would vest and become exercisable in their entirety and determined that the award agreement for all other stock awards would provide for full acceleration of the stock award in the event of the death of the employee while in a service relationship with us. Pursuant to such award terms, each of Messrs. Giancarlo, ~~Colgrove, Hatfield~~Krysler and ~~Riitters~~Colgrove would receive full acceleration of any time-based equity awards in the event of his death as of January 31, ~~2019,~~2021, for an aggregate value of ~~$24,120,703, $9,685,582, $8,588,154~~$17,302,161, $12,205,423 and ~~$8,269,629,~~$7,102,343, respectively, based on the closing market price of our common stock on January 31, ~~2019,~~2021, which was ~~$17.91~~$23.13 per share, and assuming full vesting of the performance-based ~~RSU~~ awards ~~that~~based on the number of shares subject to the award as if the applicable performance criteria had been attained at 100% of target. Mr. Mountford terminated employment with us on January 31, 2021 and ended his consulting arrangement with us on March 20, 2021. Any unvested stock awards held by him were ~~determined to have been~~forfeited as of January 31, 2021, except for the remaining unvested earned ~~at 108% for~~shares under his fiscal ~~2019, and Mr. Giancarlo’s new hire performance RSU~~2021 PSU award ~~that was determined to have been earned at 104.65% for fiscal 2019.~~which were forfeited as of March 20, 2021.


			2021 PROXY STATEMENT			49

Table of Contents

EXECUTIVE COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION

The following table provides an estimate of the value of the payments and benefits due to each of our active named executive officers assuming a termination of employment without cause or if he terminates his employment for good reason, effective as of January 31, ~~2019,~~2021, other than in connection with a change of control of the company, under the ~~agreements~~Severance Plan described above. The actual amounts to be paid can only be determined at the time of such event.


Name (1)	Cash Payment ($)	Benefit Continuation ($)	Total ($)
Charles Giancarlo (2)	655,000	46,631	701,631
Kevan Krysler (3)	225,000	13,319	238,319
John Colgrove (3)	200,000	13,116	213,116

Value of Accelerated Equity Awards
($)⁽¹⁾

Name Cash Payment
($)
Benefit Continuation
($)
Restricted
Stock Units
Restricted
Stock Awards
Options
Total
($)
Charles Giancarlo⁽²⁾
500,000
43,594
—
—
—
543,594
John Colgrove —
—
—
—
—
—
David Hatfield⁽³⁾
273,750
18,396
—
—
1,126,813
1,418,959
Timothy Riitters⁽³⁾
270,000
18,396
—
—
674,141
962,537


~~(1)~~	~~Based on the closing market price of our common stock on January 31, 2019, which was $17.91, per share.~~


~~(2)~~	~~Reflects a cash payment equal to 12 months of Mr. Giancarlo’s then-current base salary and 18 months of company-paid health insurance coverage.~~


~~(3)~~	Reflects continuation of base salary and reimbursement of health insurance payments for nine months, as well as vesting of 25% of the then-unvested shares subject to any then-outstanding stock options with respect to Mr. Hatfield and vesting of his original option for an additional six months with respect to Mr. Riitters.

(1)Mr. Mountford is not included in this table because he terminated employment with us on January 31, 2021.

(2)Reflects a cash payment equal to 12 months of Mr. Giancarlo’s then-current base salary and 18 months of company-paid health insurance coverage.



	~~2019 PROXY STATEMENT~~	53

~~Table~~(3)Reflects a cash payment equal to six months of ~~Contents~~

~~EXECUTIVE COMPENSATION~~

the executive's then-current base salary and six months of company-paid health insurance coverage.

POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL

The following table provides an estimate of the value of the payments and benefits due to each of our active named executive officers assuming a termination of employment without cause or if he terminates his employment for good reason, effective as of January 31, ~~2019,~~2021, in connection with a change of control of the company, under ~~the agreements and~~ the Severance Plan described above. The actual amounts to be paid can only be determined at the time of such event.


			Value of Accelerated Equity Awards ($)(1)
Name(2)	Cash Payment ($)	Benefit Continuation ($)	Restricted Shares and Restricted Stock Units ($)	Options ($)	Total ($)
Charles Giancarlo (3)	1,637,500	46,631	16,104,864	1,197,297	18,986,292
Kevan Krysler(4)	810,000	26,639	12,205,423	—	13,042,062
John Colgrove(4)	800,000	26,233	6,336,093	766,250	7,928,576

(1)Based on the closing market price of our common stock as of January 31, 2021, which was $23.13

(2)Mr. Mountford is not included in this table because he terminated employment with us on January 31, 2021.

(3)Reflects a cash payment equal to 18 months of Mr. Giancarlo's base salary, 12 months of Mr. Giancarlo's annual target bonus and 18 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2021 that were determined to have been earned at 100%) held by Mr. Giancarlo.

(4)Reflects a cash payment equal to 12 months of the executive's base salary, 12 months of the executive's annual target bonus and 12 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2021 that were determined to have been earned at 100%) held by the executive.

Value of Accelerated Equity Awards
($)⁽¹⁾

Name Cash Payment
($)
Benefit Continuation
($)
Restricted
Stock Units
Restricted
Stock Awards
Options
Total
($)
Charles Giancarlo⁽²⁾
1,000,000
43,594
21,146,065
—
1,931,044
24,120,703
John Colgrove⁽³⁾
292,500
12,264
3,592,485
—
5,788,333
9,685,582
David Hatfield⁽³⁾
456,250
18,396
3,606,258
—
4,507,250
8,588,154
Timothy Riitters⁽³⁾
396,000
18,396
5,158,669
—
2,696,564
8,269,629


~~(1)~~50			~~Based on the closing market price of our common stock on January 31, 2019, which was $17.91, per share.~~


~~(2)~~	Reflects a cash payment equal to 12 months of Mr. Giancarlo’s then-current base salary, a lump sum cash payment equal to 12 months of Mr. Giancarlo’s then-current annual target bonus, and 18 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards to Mr. Giancarlo granted upon his hire and during fiscal 2019 that were determined to have been earned at 104.65% and 108%, respectively, for fiscal 2019) held by Mr. Giancarlo.

~~(3)~~

Reflects a lump sum cash payment equal to six months of the named executive officer’s then-current base salary, a lump sum cash payment equal to six months of the named executive officer’s then-current annual target bonus, and six months of company-paid health insurance coverage, as well as vesting of all shares subject to each outstanding time-based vesting equity award held by such officer (including performance-based equity awards that were determined to have been earned at 108% for fiscal 2019), except that Messrs. Hatfield and Riitters are eligible to receive continuation of base salary and reimbursement of health insurance payments for an additional three months.

~~Proposal 4:~~The advisory approval of the compensation of our named executive officers must receive FOR votes from the 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.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How are broker non-votes and abstentions treated?

If your shares of common stock are held by a broker on your behalf, and you do not instruct the broker as to how to vote these shares on Proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. With respect to Proposals 1 3 and 4,3, the broker may not exercise discretion to vote on those proposals. Such event would constitute a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal. However, broker non-votes will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. Please instruct your broker so your vote can be counted.

If stockholders abstain from voting, the applicable shares of common stock will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. With respect to Proposal 1, abstentions are not considered WITHHOLD votes or votes cast FORor ~~AGAINST~~ a nominee’s election and will have no effect in determining whether a nominee for director has received sufficient votes. With respect to Proposal 2 3 and 4,3, abstentions are considered in determining the number of votes required to obtain the necessary majority vote for the proposal and will have the same effect as voting against the proposal.

Who counts the votes?

We have engaged Broadridge Financial Solutions as our independent agent to tabulate stockholder votes. If you are a stockholder of record and you choose to vote over the internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. Please be aware that you must bear any costs associated with your internet access. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on the Notices to ensure that all your shares are voted.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by January ~~8, 2020,~~5, 2022, to our Secretary at 650 Castro Street, ~~Suite 400,~~ Mountain View, California 94041; provided that if the date of next year’s meeting is earlier than May ~~21, 2020~~15, 2022 or later than July ~~20, 2020,~~15, 2022, the deadline will be a reasonable time before we begin to print and send our proxy materials for next year’s meeting. If you wish to nominate a director or submit a proposal that you do not desire to be included in next year’s proxy materials, you must do so between February ~~21, 2020~~15, 2022 and March ~~22, 2020;~~17, 2022; provided that if the date



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~~QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING~~

of that annual meeting of stockholders is earlier than May ~~21, 2020~~15, 2022 or later than July ~~20, 2020,~~15, 2022, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later, the 10th day following the day on which public disclosure of that meeting date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the aggregate voting power of the shares of common stock entitled to vote at the meeting are present at the meeting or represented by proxy.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote during the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the aggregate voting power of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

We expect that preliminary voting results will be announced during the meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the meeting.

What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your consent by notifying your broker. To make a change regarding the format of your proxy materials (electronically or in print), or to request receipt of a separate set of documents to a household, contact us through our website at investor.purestorage.com, or by mail at 650 Castro Street, Mountain View, California ~~94041~~94041.


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Our board of directors knows of no other matters that will be presented for consideration at the ~~virtual~~ annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the associated proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

CHARLES GIANCARLO

Chairman and Chief Executive Officer

Mountain View, California

May ~~8, 2019~~5, 2021

We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2019~~2021 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Stockholders can also access this proxy statement and our Annual Report on Form 10-K at investor.purestorage.com, or a copy of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2019~~2021 is available without charge upon written request to ir@purestorage.com or to our Secretary at 650 Castro Street, Mountain View, California 94041.



60	~~2019 PROXY STATEMENT~~	61

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~~APPENDIX A~~

~~PURE STORAGE, INC.~~
~~AMENDED AND RESTATED~~
~~2015 EMPLOYEE STOCK PURCHASE PLAN~~

~~Adopted by the Board of Directors: August 19, 2015~~

~~Approved by the Stockholders: August 31, 2015~~

~~IPO Date / Effective Date: October 7, 2015~~

~~Amended by the Board of Directors: February 26, 2019~~

1.~~GENERAL; PURPOSE.~~


~~(a)~~	The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.


~~(b)~~	The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations and Affiliates.

~~(c)~~

The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan), and the Company will designate which Designated Company is participating in each separate Offering.

2.~~ADMINISTRATION.~~


~~(a)~~	~~The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).~~


~~(b)~~	~~The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:~~


~~(i)~~	~~To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).~~


~~(ii)~~	To designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Corporations or as Designated Non-423 Corporations, which Affiliates may be excluded from participation in the Plan, and which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).


~~(iii)~~	To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.


~~(iv)~~	~~To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.~~


~~(v)~~	~~To suspend or terminate the Plan at any time as provided in Section 12.~~


~~(vi)~~	~~To amend the Plan at any time as provided in Section 12.~~


~~(vii)~~	Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company, its Related Corporations, and Affiliates and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.



~~A-1~~

Table of Contents

~~APPENDIX A~~

~~(viii)~~

To adopt such rules, procedures and sub-plans relating to the operation and administration of the Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans, which, for purposes of the Non-423 Component, may be beyond the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements.

~~(c)~~

The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.


~~(d)~~	~~All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.~~

3.~~SHARES OF COMMON STOCK SUBJECT TO THE PLAN.~~

~~(a)~~

~~Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed~~ ~~8,500,0003,500,000~~ shares of Common Stock, plus the number of shares of Common Stock that are automatically added commencing on February 1 of each year for a period of up to ten years, commencing on February 1 in the calendar year following the calendar year in which the IPO Date occurs and ending on (and including) February 1, 2025, in an amount equal to the lesser of (i) 1% of the total number of shares of Capital Stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) 3,500,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any fiscal year to provide that there will be no February 1st increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. Pursuant to this provision, the share reserve has previously been automatically increased by 1,905,094 shares, 2,043,637 shares, 2,209,789 shares and 2,435,238 shares, effective on each of February 1, 2016, 2017, 2018 and 2019, respectively.


~~(b)~~	If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.


~~(c)~~	~~The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.~~

4.~~GRANT OF PURCHASE RIGHTS; OFFERING.~~

~~(a)~~

The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the Offering Document or otherwise) the period during which the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

~~(b)~~

If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier- granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.



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~~APPENDIX A~~

~~(c)~~

The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.

5.~~ELIGIBILITY.~~

~~(a)~~

Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, a Related Corporation, or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation, or the Affiliate, as applicable, is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.

~~(b)~~

The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:


~~(i)~~	~~the date on which such Purchase Right is granted will be the "Offering Date" of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;~~


~~(ii)~~	~~the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and~~


~~(iii)~~	the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.

~~(c)~~

No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

~~(d)~~

As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations or Affiliates, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation or Affiliates to accrue at a rate which, when aggregated, exceeds US$25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.


~~(e)~~	Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

6.~~PURCHASE RIGHTS; PURCHASE PRICE.~~

~~(a)~~

On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 30% of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.


~~(b)~~	The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.



~~A-3~~

~~Table of Contents~~

~~APPENDIX A~~

~~(c)~~

In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.


~~(d)~~	~~The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:~~


~~(i)~~	~~an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or~~


~~(ii)~~	~~an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.~~

7.~~PARTICIPATION; WITHDRAWAL; TERMINATION.~~

~~(a)~~

An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company or any third party designated by the Company (each, a "Company Designee"). The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable laws or regulations require that Contributions be deposited with a Company Designee or otherwise be segregated. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under applicable laws or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through a payment by cash, check, or wire transfer prior to a Purchase Date, in a manner directed by the Company or a Company Designee.

~~(b)~~

During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.


~~(c)~~	Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions.


~~(d)~~	During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10.


~~(e)~~	~~Unless otherwise specified in the Offering, the Company will have no obligation to pay interest on Contributions.~~

8.~~EXERCISE OF PURCHASE RIGHTS.~~

~~(a)~~

On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock (rounded down to the nearest whole share), up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.


~~(b)~~	Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock on a Purchase Date in an Offering, then such remaining amount will be distributed to such Participant as soon as practicable after the applicable Purchase Date, without interest.

~~(c)~~

No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in



	~~2019 PROXY STATEMENT~~	~~A-4~~

~~Table of Contents~~

~~APPENDIX A~~

such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 6 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all applicable laws or regulations, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest.

9.~~COVENANTS OF THE COMPANY.~~

The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.

~~10.DESIGNATION OF BENEFICIARY.~~

~~(a)~~

The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company or as approved by the Company for use by a Company Designee.

~~(b)~~

If a Participant dies, in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions, without interest, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

~~11.ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.~~

~~(a)~~

In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive.

~~(b)~~

In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

~~12.AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.~~

~~(a)~~

The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable laws, regulations or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable laws, regulations, or listing requirements.


~~(b)~~	~~The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.~~



~~A-5~~

~~Table of Contents~~

~~APPENDIX A~~

~~(c)~~

Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain any special tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the 423 Component complies with the requirements of Section 423 of the Code.

~~13.SECTION 409A OF THE CODE; TAX QUALIFICATION.~~

~~(a)~~

Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.

~~(b)~~

Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) above. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

~~14.EFFECTIVE DATE OF PLAN.~~

The Plan will become effective immediately prior to and contingent upon the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board.

~~15.MISCELLANEOUS PROVISIONS.~~


~~(a)~~	~~Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.~~


~~(b)~~	A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

~~(c)~~

The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company, a Related Corporation, or an Affiliate, or on the part of the Company, a Related Corporation, or an Affiliate to continue the employment of a Participant.


~~(d)~~	~~The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.~~


~~(e)~~	If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.


~~(f)~~	~~If any provision of the Plan does not comply with applicable law or regulations, such provision shall be construed in such a manner as to comply with applicable law or regulations.~~



	~~2019 PROXY STATEMENT~~	~~A-6~~

~~Table of Contents~~

~~APPENDIX A~~

~~16.DEFINITIONS.~~

~~As used in the Plan, the following definitions will apply to the capitalized terms indicated below:~~


~~(a)~~	"423 Component" means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.


~~(b)~~	"Affiliate" means any entity, other than a Related Corporation, in which the Company has an equity or other ownership interest or that is directly or indirectly controlled by, controls, or is under common control with the Company, in all cases, as determined by the Board, whether now or hereafter existing.


~~(c)~~	~~"Board" means the Board of Directors of the Company.~~


~~(d)~~	~~"Capital Stock" means each and every class of common stock of the Company, regardless of the number of votes per share.~~

~~(e)~~

"Capitalization Adjustment" means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


~~(f)~~	~~"Code" means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.~~


~~(g)~~	~~"Committee" means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).~~


~~(h)~~	~~"Common Stock" means, as of the IPO Date, the Class A Common Stock of the Company, having one vote per share.~~


~~(i)~~	~~"Company" means Pure Storage, Inc., a Delaware corporation.~~

~~(j)~~

"Contributions" means the payroll deductions and/or other payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already contributed the maximum permitted amount of payroll deductions and/or other payments during the Offering.


~~(k)~~	~~"Corporate Transaction" means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:~~


~~(i)~~	~~a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;~~


~~(ii)~~	~~a sale or other disposition of at least 90% of the outstanding securities of the Company;~~


~~(iii)~~	~~a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or~~


~~(iv)~~	a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


~~(l)~~	~~"Designated 423 Corporation" means any Related Corporation selected by the Board as participating in the 423 Component.~~


~~(m)~~	"Designated Company" means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time, a Related Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component.


~~(n)~~	~~"Designated Non-423 Corporation" means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component.~~


~~(o)~~	~~"Director" means a member of the Board.~~


~~(p)~~	"Eligible Employee" means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.



~~A-7~~

~~Table of Contents~~

~~APPENDIX A~~


~~(q)~~	"Employee" means any person, including an Officer or Director, who is treated as an employee in the records of the Company or a Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an "Employee" for purposes of the Plan.


~~(r)~~	~~"Employee Stock Purchase Plan" means a plan that grants Purchase Rights intended to be options issued under an "employee stock purchase plan," as that term is defined in Section 423(b) of the Code.~~


~~(s)~~	~~"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.~~


~~(t)~~	~~"Fair Market Value" means, as of any date, the value of the Common Stock determined as follows:~~

~~(i)~~

If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.


~~(ii)~~	In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with applicable laws and regulations and in a manner that complies with Sections 409A of the Code.


~~(iii)~~	Notwithstanding the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering.


~~(u)~~	"IPO Date" means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


~~(v)~~	"Non-423 Component" means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.


~~(w)~~	"Offering" means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the "Offering Document" approved by the Board for that Offering.


~~(x)~~	~~"Offering Date" means a date selected by the Board for an Offering to commence.~~


~~(y)~~	~~"Officer" means a person who is an officer of the Company or a Related Corporation or Affiliate within the meaning of Section 16 of the Exchange Act.~~


~~(z)~~	~~"Participant" means an Eligible Employee who holds an outstanding Purchase Right.~~


~~(aa)~~	~~"Plan" means this Pure Storage, Inc. 2015 Employee Stock Purchase Plan, including both the 423 Component and the Non-423 Component, as amended from time to time.~~


~~(bb)~~	"Purchase Date" means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.


~~(cc)~~	"Purchase Period" means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.


~~(dd)~~	~~"Purchase Right" means an option to purchase shares of Common Stock granted pursuant to the Plan.~~


~~(ee)~~	"Related Corporation" means any "parent corporation" or "subsidiary corporation" of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


~~(ff)~~	~~"Securities Act" means the U.S. Securities Act of 1933, as amended.~~


~~(gg)~~	"Trading Day" means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading.



	~~2019 PROXY STATEMENT~~	~~A-8~~

~~Table of Contents~~



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			Board Recommendation
PROPOSAL 1: To elect three Class IIII directors ~~Charles Giancarlo, Scott Dietzen and John Colgrove,~~ to serve until our annual meeting of stockholders in ~~2022;~~2024;			FOR each Class I ~~director nominee~~III
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending ~~January 31, 2020;~~February 6, 2022; and			FOR
PROPOSAL 3:~~To approve an amendment to our 2015 Employee Stock Purchase Plan;~~		~~FOR~~
~~PROPOSAL 4:~~ To consider an advisory vote on the compensation of our named executive officers, as described in this proxy ~~statement; and~~statement.		~~FOR~~
~~PROPOSAL 5:To conduct any other business properly brought before the meeting.~~	FOR



~~REVENUES~~		~~ADDITIONAL HIGHLIGHTS~~

~~(in billions)~~		ü ~~We maintained our industry-leading gross product margins.~~ ü ~~We grew our international revenue from 26% of revenue in fiscal 2018 to 28% of revenue in fiscal 2019.~~ ü ~~We exceeded our operating margin guidance for the full year.~~ ü ~~We increased our total customer count to over 5,800, up from 4,500 a year prior, an increase of 30% year over year.~~ ü ~~We continued our industry-leading delivery of important new products opening up new markets.~~



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 • ~~Limited and modest perquisites~~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



You are cordially invited to attend the virtual annual meeting. Whether you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy or notice card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the meeting, you must follow the instructions from such agent.



PROPOSAL 1: ELECTION OF CLASS IIII DIRECTORS
~~Charles Giancarlo, John Colgrove~~Jeff Rothschild, Anita Sands and ~~Scott Dietzen~~Susan Taylor have been nominated for election as Class IIII 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 ~~broader~~ management team.
The board of directors recommends a vote FOR each ~~nominee~~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 ~~January 31, 2020~~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 FOR this ~~proposal~~proposal.



PROPOSAL 3: ~~APPROVE AN AMENDMENT TO OUR 2015 EMPLOYEE STOCK PURCHASE PLAN~~
Our board of directors and compensation committee believe it is in the best interests of our company to increase the number of shares reserved for issuance under the 2015 Employee Stock Purchase Plan by 5,000,000 shares.
~~The board of directors recommends a vote~~ ~~FORthis proposal~~



~~PROPOSAL 4:~~ ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our executive compensation program is designed to promote long-term stockholder value creation and support our strategy by encouraging growth while prudently managing profitability and risk, attracting and retaining key talent, and appropriately aligning pay with performance.
The board of directors recommends a vote FOR this ~~proposal~~proposal.



					Board Committees
Name	Class	Age	Independent	Director Since	Audit	Compensation	Nominating and Corporate Governance
2019 Director Nominees
Charles Giancarlo Chairman and Chief Executive Officer	I	61	No	2017
Scott Dietzen Vice Chairman and Former CEO, Pure Storage	I	56	No	2010
John “Coz” Colgrove Chief Technology Officer, Pure Storage	I	56	No	2009
Continuing Directors
Roxanne Taylor Former Chief Marketing and Communications Officer, Accenture	II	62	Yes	2019
Susan Taylor Chief Accounting Officer, Facebook	III	50	Yes	2018
Mike Speiser Managing Director, Sutter Hill Ventures	II	48	Yes	2009
Mark Garrett Former Chief Financial Officer, Adobe Systems	II	61	Yes	2015
Anita Sands Former Group Managing Director and Head of Change Leadership, UBS Financial Services	III	42	Yes	2015
Frank Slootman Chief Executive Officer, Snowflake and Former CEO, ServiceNow	II	60	Yes	2014
Jeff Rothschild Advisor and Venture Partner, Accel Partners	III	64	Yes	2018


Proxy Statement Summary						4

Proposal 1 – Election of Directors						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						27

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



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


		JEFF ROTHSCHILD Independent

	~~CHARLES GIANCARLO~~ ~~Chairman~~

~~Chairman~~Advisor and ~~Chief Executive Officer~~Venture Partner, Accel Partners Age: 61 66 Director Since: April 2018 ~~August 2017~~Committee(s): ~~Committee:~~ ~~None~~Nominating and Corporate Governance	BACKGROUND Since 1999, Mr. ~~Giancarlo~~Rothschild has served as ~~our Chief Executive Officer since August 2017,~~an Advisor and ~~as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor~~Venture Partner at ~~Silver Lake~~Accel Partners, a ~~private investment firm,~~venture capital firm. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook, a social media and technology company, from ~~2007~~2005 to ~~2015,~~2015. Mr. Rothschild previously co-founded Veritas Software Corp., a provider of storage management solutions, where ~~he focused on investment~~his role included product strategy, sales and ~~business improvement opportunities for Silver Lake’s portfolio companies. From 2008 to 2009, Mr. Giancarlo served as Interim President and CEO of Avaya.~~marketing. Prior to ~~that, from 1993 to 2007,~~Veritas, Mr. ~~Giancarlo served~~Rothschild worked with a number of companies in ~~senior executive roles at Cisco Systems, including Chief Technology Officer~~the areas of storage management, system software and ~~Chief Development Officer~~networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and ~~is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence.~~a member of the Board of Directors of Stanford Health Care. 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, aRothschild holds an M.S. in ~~Electrical Engineering~~Computer Science and a B.A. in Psychology from ~~the University of California, Berkeley, and an M.B.A. from Harvard Business School.~~Vanderbilt University. QUALIFICATIONS FOR BOARD SERVICE Mr. ~~Giancarlo’s~~Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience, as well as his relevant ~~industry knowledge.~~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.



		~~JOHN “COZ” COLGROVE~~

~~Founder, Chief Technology Officer and Director~~ ~~Age:~~ 56 ~~Director Since:~~ ~~October 2009~~ ~~Committee:~~ ~~None~~		~~BACKGROUND~~ Mr. 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. ~~QUALIFICATIONS FOR BOARD SERVICE~~ ~~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 DIETZENVice Chairman

Vice Chairman ~~and Director~~ Age:58 56 Director Since: October 2010 ~~Committee:~~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~~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: 61 63 Director Since: July 2015 Committee(s): ~~Committee:~~ Audit ~~Committee~~ (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 ~~GoDaddy,~~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~~Accounting and ~~marketing~~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.



		~~MIKE SPEISER~~ ~~Independent~~

~~Managing Director, Sutter Hill Ventures~~ ~~Age:~~ 48 ~~Director Since:~~ ~~October 2009~~ ~~Committee:~~ ~~None~~		~~BACKGROUND~~ 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. ~~QUALIFICATIONS FOR BOARD SERVICE~~ 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~~ ~~Independent~~

~~Chief Executive Officer, Snowflake and Former Chief Executive Officer, ServiceNow~~ ~~Age:~~ 60 ~~Director Since:~~ ~~May 2014~~ ~~Committee:~~ ~~Compensation Committee (Chair)~~		~~BACKGROUND~~ Mr. Slootman currently serves as the Chief Executive Officer, Snowflake Inc., a cloud data warehouse company. From October 2016 to June 2018, Mr. Slootman 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 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. ~~QUALIFICATIONS FOR BOARD SERVICE~~ ~~Mr. Slootman’s qualifications for board service include his extensive leadership and operational experience, as well as his relevant industry knowledge.~~



						ROXANNE TAYLOR Independent

~~Former~~ Chief Marketing and Communications Officer, ~~Accenture~~Memorial Sloan Kettering Age: 62 64 Director Since: February 2019 ~~Committee:~~ ~~None~~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~~Managing Director Corporate and ~~financial communications~~Financial Communications and ~~director~~Director of ~~marketing & communications~~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.



		~~JEFF ROTHSCHILD~~ ~~Independent~~

~~Advisor and Venture Partner, Accel Partners~~ ~~Age:~~ 64 ~~Director Since:~~ ~~March 2018~~ ~~Committees:~~ ~~Nominating and Corporate Governance Committee~~		~~BACKGROUND~~ 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, 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. 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:~~ 42 ~~Director Since:~~ ~~July 2015~~ ~~Committees:~~ ~~Audit Committee, Nominating and Corporate Governance Committee (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 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. ~~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:~~ 50 ~~Director Since:~~ ~~October 2018~~ ~~Committees:~~ ~~Audit Committee, Compensation Committee~~		~~BACKGROUND~~ Since April 2017, Ms. Taylor has served as Chief Accounting Officer of Facebook, Inc. 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.~~




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.



~~INVESTING IN INNOVATION~~	~~GLOBAL INTEREST GRANTS~~	~~HANDS ON VOLUNTEERISM~~
~~Innovation is a core value of Pure Storage, and by extension Pure Good invests in innovative solutions to pressing problems facing youth.~~	Focused on our core value of teamwork, funding is provided to Pure Storage teams of five or more employees to support initiatives of their choosing and may include grants to fundraise for other organizations, undertake team building activities, or provide direct community assistance.	Pure Good matches Pure Storage employees with youth-based organizations that are local to where they live and work across the globe. Matches are made between needs identified by these organizations and the appropriate skill set of Pure employees.




Raising $200,000 from employees to support Kidspire programs in Vietnam. Kidspire used those funds to build out an Innovation Lab, creating a first-of-its’ kind educational space in Vietnam, giving 105 students in an orphanage access to technology and maker space. In addition, this program funded the new Lead VN program, which provides access to college and career opportunities for students who are aging out of orphanages. In addition to our financial contribution, a team of ten Pure Storage employees worked with Kidspire for two weeks to support this project.	Funding and completing a Kaboom! playground build in North Chicago. By utilizing fundraising through our annual Golf4Good tournament, we worked directly with the North Chicago community to create and install a playground in the Manchester Knolls Housing Cooperative, serving 500 low-income residents and creating opportunity for healthy play and community building on their new playground.	Partnered with Spark for three years, providing the opportunity for students to explore different career opportunities, build key skills, and access a window of possibilities that would not otherwise be available, mentor one-day tech overview for local low-income students, as well as provide a spring semester partnership with 1:1 mentors weekly at Pure Storage.




MEETINGS IN FY ~~2019:~~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 ~~2019:~~2021: 45 MEMBERS: ~~Mr. Slootman~~Ms. S. Taylor (Chair) Mr. Brown Ms. R. Taylor Our board of directors has determined that ~~Mr. Slootman~~Mses. R. Taylor and ~~Ms.~~ 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.