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

The chart below shows the pay components and mix offor our Chief Executive Officer and the components of Chief Executive Officer pay for fiscal 20202023 (based on the values reported in the Summary Compensation Table)base salary, target cash bonus and grant date fair value of equity award at target). This chart illustrates the predominance of at-risk and performance-based components in our executive compensation program. Our other executive officers have pay packages that are similarly weighted toward performance-based components. We believe these components provide a compensation package that helps attract and retain qualified individuals, focuses the efforts of our executive officers on the achievement of both our short-term and long-term objectives and aligns the interests of our executive officers with those of our stockholders.

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

Andrew Brown, John Colgrove Mark Garrett and Roxanne Taylor are currently directors of Pure and have been nominated to continue to serve as Class II directors. Each of these nominees has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 20232026 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

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

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

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

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

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

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

We plan to drive ESG impact through financial investmentsby:

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

In fiscal 2023, we continued quantifying our greenhouse gas (GHG) emissions across scope 1, 2, and 3 and made a commitment to eliminate wasteset Science Based Targets (SBTi). We completed a Life Cycle Analysis (LCA) assessment, in accordance with ISO 14040 and 14044 and continue to compost and recycle.

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

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

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

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

We strive to create a respectful, inclusive work environment that supportsincludes training and development programs so our global employees can further their sustainability goals. Since we started offeringcareer goals while in support of our products, we estimate thatcorporate mission. Over the last two years, we have helpedsignificantly expanded our customerholistic talent management efforts by designing and implementing globally consistent processes and tools to substantially reduceenable employee development, growth and performance. Our performance management process now includes multiple touchpoints for employees and managers to discuss feedback on performance, career aspirations, development opportunities and align on priorities. Additionally, we ensure people leader training sessions are available prior to key steps in the powerprocess to provide guidance and space used in their IT operations by abandoning legacy disk-based and hybrid storage products. While the dollar savings forshare best practices to give our customers are estimated to exceed $2 billion, the sustainability aspectspeople leaders confidence. Through this process, nearly 100% of our products are equally inspiring:employees conduct self evaluations and receive performance assessments from their manager. Managers differentiate rewards based on business impact and how our employees model our values.

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

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

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

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

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

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

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

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met four5 times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served.

Our nominating and corporate governance committee oversees the board evaluation process. TheWe conducted a written board evaluation, process has generally utilized a trusted third party experienced in corporate governance matters, such asand our outside counsel,chief legal officer interviewed our directors and members of the executive team to assist with the evaluation process. In the past, directors have been interviewed by the independent third party and gavegather feedback on directors, committees and our board of directors in general. Directors responded to questions designed to elicit information to be used in improving the effectiveness of our board of directors. The third partyOur chief legal officer synthesized the results and comments received during such interviews. At subsequent meetings, Dr. Sands, in conjunction with the independent third party,interviews, presented the findings to the nominating and corporateour governance committee and our board of directors.directors, and led a discussion about board and committee performance and effectiveness.

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

The following is a summary of transactions since the beginning of our last fiscal year to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

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

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

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

During fiscal 2020,2023, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:

The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2020.2023. The table excludes Messrs. Colgrove and Giancarlo, who wereare also our executive officers during all of fiscal 2020 and did not receive any compensation in their roles as directors in fiscal 2020.2023.

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

An affirmative vote 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 will be required to ratify the selection of Deloitte & Touche.

The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended February 2, 20206, 2022 and January 31, 2019.February 5, 2023.