Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
þFiled by the Registrant¨Filed by a Partyparty other than the Registrant
CHECK THE APPROPRIATE BOX:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant tounder §240.14a-12
image2a11.jpg
Pure Storage, Inc.
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)ALL BOXES THAT APPLY):
þNo fee required.required
¨Fee paid previously with preliminary materials
¨Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-1.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:






Table of Contents
cover_front1.jpgfront-cover.jpg



Table of Contents










Table of Contents
Dear Stockholders,
We are pleased to have delivered another great year. We grew revenues over 25% year-on-year, much faster than the overall market, and continue to increase our profitability as we improve our market share and scale our operations. Most importantly, we continue to deliver the industry’s most advanced, reliable, and efficient products and services, now to more than 11,000 customers across the globe.
Pure’s unique position in the market – delivering data storage products that are high-tech rather than commodities – continues to drive our growth and market share gains. We have many unique attributes in our market, our best-in-class portfolio of products and services, our innovative Evergreen business models, and our customer centricity, as proven by our industry-best Net Promoter Score.
While Pure’s success is attributable to these many factors, I would like to highlight some special milestones of this past year.
Making the all-flash data center a reality
Our vision of the all-flash data center is finally here, and the days of hard disk dominance of data are coming to a close. Each year Pure has made advancements to close the price gap between flash and disk for the broad array of workloads. Still, more than 80% of data in enterprises and the cloud is stored on hard disk drives – despite their complexity, low reliability, and high power, space and cooling needs – because all-flash systems were considered too expensive for low performance unstructured data, until now.
In a major milestone in the data storage industry, we have recently shipped FlashBlade//E, a scale-out unstructured data repository built for large capacity data stores, priced at the same level as secondary tier all hard disk arrays. Even more exciting is the fact that FlashBlade//E operates at less than one-tenth the power and space required for equivalent capacity hard disk systems, and is more than 10 times more reliable. Together, this provides a lower total cost of ownership compared to the disk alternative, and is the beginning of the end for hard disk usage. As the cost of our flash systems continue to decline, we predict that there will be no hard disks sold five years from now.
Contributing to a more sustainable world
Pure’s leadership in the sustainability of data storage products continues to increase. This year, we expanded our environmental impact analysis across our portfolio of products, which found that Pure’s products can use as little as one-fifth the power of competitive storage offerings and up to one-tenth the power of hard disk systems. We also deliver products that require half the floor space and half the e-waste of competitive all-flash products. While we have long known that Pure is a more sustainable option in enterprise storage, our value in this area has increased resonance with customers this past year. We project that replacing hard disk storage in data centers with Pure’s flash-based storage can reduce global data center power, space, and e-waste by 20% - a very meaningful reduction in the world of sustainability.
graphics_letter_logo.jpg


Table of Contents
Beyond just the environmental benefits, customers are increasingly compelled by their ability to get more out of their storage at a lower total cost of ownership, particularly given the backdrop of increasing energy prices. This year we introduced more ways to help customers achieve energy-efficiency, including the first-of-its-kind Energy Efficiency SLA guarantee for Evergreen//One and the Pure1 Sustainability Assessment to help customers measure and manage their energy use.
Building upon the most innovative portfolio in storage
Pure continues to lead with meaningful innovation in data storage and management. In the past year, we expanded and refreshed our entire FlashBlade product line with the FlashBlade//S family of products. FlashBlade//S is built with a modular architecture that leverages a nearly unlimited scalable metadata architecture, with more than double the density, performance, and power efficiency of previous versions.
Pure also continued to deliver innovation in our services and subscription offerings. Two industry-first services – Pure Fusion, providing automated storage management and storage-as-a-service; and Portworx Data Services which delivers database-as-a-service – became generally available in fiscal 2023. We also extended our as-a-service model across the full suite of Portworx offerings and advanced our portfolio of Evergreen offerings to include the new fleet-level Evergreen//Flex.
In recognition of our continued innovation, Pure was named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage, marking our 9th consecutive year as a leader.
We entered our fiscal 2024 with increasing operational excellence coupled with superior products and services. While we are not immune to this year’s more challenging macroeconomic conditions, I remain confident in our ability to execute well and take share. This year will be another in which we grow faster than the market, maintain a strong innovation cycle, and continue to make headway in realizing our vision of the all-flash data center.
Thank you for your continued trust and confidence in our company. Together, we do important work to advance the state of the art in cloud and enterprise data storage management, now while also reducing its current energy, space and e-waste.
Sincerely,
charles_sig.jpg
CHARLES GIANCARLO
Chairman and CEO, Pure Storage
graphics_letter_logo.jpg


Table of Contents
Image4.jpg
650 Castro Street,
Suite 400
Mountain View, California 94041
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
pg2_icon_dateandtime-01.jpg
pg2_icon_location-01.jpg
pg2_icon_recorddate-01.jpg
DATE AND TIMELOCATIONRECORD DATE
June 15, 202114, 2023 at 9:008:30 am PT
Via live webcast at www.virtualshareholdermeeting.com/PSTG2021PSTG2023
April 16, 202117, 2023
Only stockholders of record at the close of business on thatthe record date may vote at the meeting or any adjournment thereof.
VOTING PROPOSALS
Board Recommendation
PROPOSAL 1:To elect three Class IIIII directors to serve until our annual meeting of stockholders in 2024;2026;
FOR each Class IIInominee
PROPOSAL 2:To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 6, 2022; and4, 2024;
FOR
PROPOSAL 3:To consider an advisory vote on the compensation of our named executive officers, as described in this proxy statement.statement; and
FOR
PROPOSAL 4:To consider an advisory vote regarding the frequency of advisory votes on the compensation of our named executive officers.
Every ONE Year
These items of business are more fully described in the proxy materials accompanying this notice. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting. This proxy statement and the proxy card or the Notice of Internet Availability of Proxy Materials are first being mailed or made available to all stockholders of record on or about May 5, 2021.
2023.
By Order of the Board of Directors
image_36.jpgNIki_Signature.jpg
CHARLES GIANCARLONICOLE ARMSTRONG
ChairmanChief Legal Officer and Chief Executive OfficerCorporate Secretary
Mountain View, California
May 5, 20212023
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.


20212023 PROXY STATEMENT35

Table of Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement.
MATTERS TO BE VOTED ON
PROPOSAL 1:
ELECTION OF CLASS IIIII DIRECTORS
Jeff Rothschild, Anita SandsAndrew Brown, John Colgrove and SusanRoxanne Taylor have been nominated for election as Class IIIII directors. Our board of directors and our nominating and corporate governance committee believe that the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice to our management team.
The board of directors recommends a vote FOReach nominee.
icon_checkmark.jpg

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our board of directors and audit committee believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 6, 20224, 2024 is in the best interests of our company and its stockholders. As a matter of good corporate governance, our board of directors is asking stockholders to ratify the audit committee’s selection of the independent registered public accounting firm.
The board of directors recommends a vote FORthis proposal.
icon_checkmark.jpg

PROPOSAL 3:
ADVISORY VOTE TO APPROVE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS
Our executive compensation program is designed to promote long-term stockholder value creation and support our strategy by encouraging growth while prudently managing profitability and risk, attracting and retaining key talent, and appropriately aligning pay with performance.
The board of directors recommends a vote FORthis proposal.
icon_checkmark.jpg

PROPOSAL 4:
ADVISORY VOTE REGARDING THE FREQUENCY OF ADVISORY VOTES TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are required to hold an advisory vote every six years regarding the frequency with which we hold advisory votes on the compensation of our named executive officers. The advisory vote on the compensation of our named executive officers may be held every one, two or three years. We currently hold such an advisory vote every year.
The board of directors recommends an advisory vote on executive compensation be held every ONE year.
icon_checkmark.jpg
46
Image3.jpg

Table of Contents
PROXY STATEMENT SUMMARY
FISCAL 20212023 BUSINESS AND FINANCIAL HIGHLIGHTS
We made continued progressFY2023highlights.jpg
Data is foundational to our customers’ digital transformation, and we are focused on our key company initiatives in our fiscal year ended January 31, 2021 (fiscal 2021).delivering innovative and disruptive data storage technologies, products and services that enable customers to maximize the value of their data.
pg7_graphicsxfiscal2021bus.jpg
We are fundamentally changing the expectations for data and storage management -- enabling code-based, real-time access to resilient hybrid clouda global leader in data storage for IT, Developers and DevOps alike,management with a mission to redefine the storage experience by simplifying how people consume and automating sophisticatedinteract with data. Our vision integrates our foundation of simplicity and reliability with three major market trends that are impacting all organizations large and small: (i) the adoption of the cloud operating model everywhere; (ii) the increase of modern cloud-native applications; and (iii) the shift to modernizing today’s data management operations.infrastructure with all-flash.
Our products and subscription services support a wide range of structured and unstructured data, at scale and across any data workloads in hybrid and public cloud environments, and include mission-critical production, test and development, analytics, disaster recovery, and backup and recovery.
Our highlights for fiscal 2021 include:2023:
Leader inMarket-Leading Portfolio Innovation: Pure introduced the Gartner Magic Quadrant for Primary Storage Arrays: new FlashBlade//S family of products, built with a modular architecture that leverages a nearly unlimited scalable metadata architecture, offering more than double the density, performance, and power efficiency of previous versions. Additionally, Pure was named the clear leader, positioned highest on the ability to execute axismade two new offerings generally available - Pure Fusion and furthest on the completeness of vision axis in the 2020 Gartner Magic Quadrant.Portworx Data Services.
Strong Subscription Services Momentum: Pure delivers true flexible storage consumption, a cloud experience on-prem, provides an easy path to move data to the cloud, and aligns spend with actual consumption. In Q4, Pure expanded the Pureextended its as-a-Service offering with a new Service Catalog aimed at revolutionizing the industry by publishing transparent pricing for on-prem and hybrid cloud storage delivered as-a-Service, providing a seamless purchasing model for customers.
Market-Leading Portfolio Innovation: Pure continued its pace of innovation across the portfolio to enable new use cases and render hybrid-disk arrays obsolete. Among this year’s new offerings, Pure expanded the industry-defining unified, fast file and object FlashBlade with scale-out native SMB support and the industry’s first all-QLC solution with the third generation FlashArray//C. Both products achieved consecutive record sales quarters in fiscal 2021.
Extending Kubernetes Market Leadership with Portworx: With Portworx fully integrated into Pure, the company delivers the industry’s most complete Kubernetes Data Services Platform, supporting cloud native applications on any infrastructure, on-prem or in-cloud. In Q4, we saw significant growth of in-cloud deploymentsfull suite of Portworx offerings and traction throughalso advanced its portfolio of Evergreen offerings to include the IBM partnership both in-cloud and on-prem via our best-in-class supportnew fleet-level Evergreen//Flex.
Leadership in Sustainability: Pure released the first environmental impact analysis of its portfolio, which found that Pure's products can use as little as one-fifth the power of competitive storage offerings. Pure also introduced the first-of-its-kind Energy Efficiency SLA guarantee for Red Hat OpenShift. PortworxEvergreen//One.
Industry Recognition: Pure was named a leader in the GigaOm RadarGartner Magic Quadrants for Databoth Primary Storage for Kubernetes and for Kubernetes Data Protection.Distributed File Systems & Object Storage, marking its 9th consecutive year as a leader. Pure was also named one of Fortune's Best Workplaces in Technology.
Looking forward, we planour multi-faceted cloud business objectives include: (i) being a leader in enabling cloud-native applications; (ii) enabling portability of data services and applications across on-premise and cloud environments; (iii) delivering the full cloud operating model - on-premises or in and across public clouds; and (iv) leading the transition from disk to continue to (i) invest in product innovation and technology leadership and enhance our flash-optimized software and hardware portfolio, (ii) lead the market and expand our as-a-Service and subscriptions offerings, and (iii) grow our base of customers, including large customers, by promoting our platform, increasing our investment in sales and marketing and leveraging our network of channel partners.flash.
20212023 PROXY STATEMENT57

Table of Contents
PROXY STATEMENT SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS
BOARD COMPOSITION SNAPSHOT
As of April 30, 2021:
2023:
INDEPENDENCETENURETENUREAGEGENDERAGEGENDERUNDERREPRESENTED COMMUNITIES (URC)
pg8_piechartxindependence-.jpgpg9-pie_snapshotindependence.jpg
pg9-pie_snapshotavetenure.jpg
pg8_piechartxsnapshotxtenu.jpgpg9-pie_snapshotaveage.jpg
pg9-pie_snapshotgender.jpg
pg8_piechartxsnapshotxage1.jpg
pg8_piechartxage-011.jpgpg9-pie_snapshoturc.jpg
BOARD MEMBERS
The following table provides summary information about each director nominee and other directors as of April 30, 2021.2023.
Board Committees
NameClassAgeIndependentDirector
Since
AuditCompensationNominating
and Corporate
Governance
2021 Director Nominees
Jeff Rothschild
Advisor and Venture Partner, Accel Partners
III66Yes2018
image_72.jpg
Anita Sands
Former Group Managing Director and
Head of Change Leadership, UBS Financial Services
III44Yes2015
image_72.jpg
image_52.jpg
Susan Taylor
Chief Accounting Officer, Facebook
III52Yes2018
image_61.jpg
image_52.jpg
Continuing Directors
Andrew Brown
Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics
II57Yes2019
image_35.jpg
John “Coz” Colgrove
Chief Technology Officer
II58No2009
Scott Dietzen
Vice Chairman and Former Chief Executive Officer, Pure Storage
I58No2010
Mark Garrett
Former Chief Financial Officer, Adobe Systems
II63Yes2015
image_02.jpg
Charles Giancarlo
Chairman and Chief Executive Officer
I63No2017
Roxanne Taylor
Chief Marketing and Communications Officer, Memorial Sloan Kettering
II64Yes2019
image_35.jpg
image_35.jpg
Greg Tomb
President, SAP Cloud Sales and GTM
I55Yes2020

Board Committees
NameClassAgeIndependentDirector
Since
Audit
and Risk
Compensation and TalentNominating
and Corporate
Governance
2023 Director Nominees
Andrew Brown
Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics
II59Yes2019
Image_3.jpg
Image_1.jpg
John “Coz” Colgrove
Chief Visionary Officer
II60No2009
Roxanne Taylor
Former Chief Marketing & Communications Officer, Accenture
II66Yes2019
Image_3.jpg
Image_1.jpg
Continuing Directors
Scott Dietzen  
Vice Chairman and Former CEO, Pure Storage 
I60No2010
Charles Giancarlo
Chairman and Chief Executive Officer 
I65No2017
John Murphy
Former Chief Financial Officer, Adobe Systems 
I54Yes2021
Image_0.jpg
Jeff Rothschild
Former VP of Technology, Facebook
III68Yes2018
Image_3.jpg
Susan Taylor
Chief Accounting Officer, Meta Platforms
III54Yes2018
Image_2.jpg
Image_3.jpg
Greg Tomb
Former President, Zoom and VP Google Cloud
I57Yes2020
Image_3.jpg
Mallun Yen
Founder and General Partner, Operator Collective
III52Yes2021
Image_3.jpg
Image_1.jpg
Chair
Image_3.jpg
Member
Image_0.jpg
Chair/Financial Expert
Image_2.jpg
Member/Financial Expert
68
Image3.jpg

Table of Contents
PROXY STATEMENT SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
In fiscal 2021,2023, our executivescompensation and talent committee (our compensation committee faced a great deal of uncertainty in the market) approved compensation packages for data storage solutions and in the macro environment due to the COVID-19 pandemic. Our compensation committee reviewed our executive compensation program in the context ofofficers that uncertainty and still maintained our robust “pay for performance” philosophy.
Fiscal 20212023 cash bonus awards relied on aannual revenue, operating profit and customer satisfaction metric and a new relative growth metric developed specifically for the fiscal 2021 environment, and fiscal 2021metrics, as well as individual performance. Fiscal 2023 equity awards were 100% performance-based awards, based on the new relativean annual metric that measured growth metric.in revenue and subscription annual recurring revenue (ARR) growth. These equity awards are further subject to time-based vesting over a multi-year period. Our “pay for performance” program balancedproduced the intended results. We set targets that were challenging -- maintaining 20%+ revenue growth, while increasing profitability, maintaining high customer satisfaction, and growing our corporate performance objectives against our need to incentivize and reward our executives in the face of substantial uncertainty. Pure delivered great strength and growth in the face of the COVID-19 pandemic, maintaining year-over-year growth in a declining market, and emerging as a company prepared for accelerated growth and market share gains. Details of these awards, the performance metrics and payouts aresubscription ARR. The program is discussed in detail in the section titled “Compensation Discussion and Analysis” below.
OUR EXECUTIVE COMPENSATION PRACTICES
Our executive compensation policies and practices reinforce our “pay for performance” philosophy and ensure that compensation is meaningfully tied to the creation of long-term stockholder value. Listed below are highlights of our compensation policies and practices:
image92.jpgWHAT WE DO
image93.jpgWHAT WE DON’T DO
Performance-based cash and equity incentives
Caps on performance-based cash and equity incentive compensation as relates to the corporate performance factor
100% independent directors on our compensation committee
Independent compensation consultant engaged by our compensation committee
Annual review and approval of our compensation strategy
Significant portion of executive compensation based on corporate metrics
Three-year equity award vesting period in addition to performance requirements
Stock ownership guidelines
Policy regarding incentive compensation clawback
No “single trigger” change of control payments or benefits
No post-termination retirement or pension-type non-cash benefits
No perquisites other than those available to our employees generally
No tax gross-ups for change of control payments or benefits
OUR FISCAL 2021PERFORMANCE-BASED EXECUTIVE OFFICER PAY
The chart below shows the pay components and mix offor our Chief Executive Officer and the components of Chief Executive Officer pay for fiscal 20212023 (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.
Chief Executive OfficerCEO - % OF TOTAL TARGET PAY
pg42_barchartxceoxoftotal2.jpgpg10-bar_ceotargetpay.jpg
 
20212023 PROXY STATEMENT79

Table of Contents
TABLE OF CONTENTS

810
Image3.jpg

Table of Contents
image96.jpg
650 Castro Street,
Suite 400
Mountain View, California 94041
PROXY STATEMENT
For the 20212023 Annual Meeting of Stockholders
To Be Held On June 15, 202114, 2023 at 9:008:30 am PT
Our board of directors is soliciting your proxy to vote at the 20212023 annual meeting of stockholders of Pure Storage, Inc., a Delaware corporation (Pure), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/PSTG2021PSTG2023, originating from Mountain View, California, on Tuesday, June 15, 202114, 2023 at 9:008:30 am PT, and any adjournment or postponement thereof.
For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 25, 2021,April 3, 2023, to our stockholders primarily via the internet. Beginning on or about May 5, 2021,2023, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and the cost of our annual meetings.
To attend, vote, and submit questions during the annual meeting visit www.virtualshareholdermeeting.com/PSTG2021PSTG2023 and enter the 16-digit control number included in the Notice or on your proxy card. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2021PSTG2023.
Only stockholders of record at the close of business on April 16, 202117, 2023 (the record date) will be entitled to vote at the meeting. On thisthe record date, there were 283,289,917307,240,635 shares of common stock outstanding and entitled to vote. Each holder of common stock will have the right to one vote per share. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at our address above. The stockholder list will also be available online during the meeting. If you plan to attend the meeting online, please see the instructions elsewhere in this proxy statement.
In this proxy statement, we refer to Pure Storage, Inc. as “Pure Storage,” "Pure," "the company," “we” or “us” and the board of directors of Pure as “our board of directors.” Our Annual Report on Form 10-K, which contains consolidated financial statements as of and for the fiscal year ended January 31, 2021February 5, 2023 (fiscal 20212023), accompanies this proxy statement. You may also may obtain a copy of our Annual Report on Form 10-K for January 31, 2021 that was filed with the SEC,relating to fiscal 2023, without charge, by writing to our Secretary at our address above.
20212023 PROXY STATEMENT911

Table of Contents
PROPOSAL 1
ELECTION OF DIRECTORS
Our board of directors recommends a vote FOR all Class IIIII director nominees.
icon_checkmark.jpg
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.
Jeff Rothschild, Anita SandsAndrew Brown, John Colgrove and SusanRoxanne Taylor are currently directors of Pure and have been nominated to continue to serve as Class IIIII 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 20242026 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal. Mark Garrett notified Pure of his intention to step down from Pure's board of directors by the end of calendar year 2021 in order to focus on other commitments.
Our nominating and corporate governance committee (our governance committee) seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to the effective functioning of our board of directors.
VOTE REQUIRED
Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our nominating and corporate governance committee.
DIRECTOR NOMINATION AND BOARD REFRESHMENT PROCESS
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.
In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee will review the directors’ prior service to us, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our nominating and corporate governancethe committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our nominating and corporate governanceThe committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. Our nominating and corporate governanceThe committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.
1012
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
Our nominating and corporate governance committee intends to evaluate director candidates recommended by stockholders based on the factors and qualifications discussed above, though it has not implemented a formal policy regarding such process. Our board believes that it is appropriate that the nominating and corporate governance committee does not have such a policy because it reviews all candidates in the same manner regardless of the source of the recommendation. The committee may implement a formal policy regarding consideration of director candidates recommended by stockholders in the future.
Below is a summary of the primary skills, experience and qualifications that our directors bring to our board of directors:
Executive leadership
Technology expertise
Sales and marketing experience
Finance and accounting expertise
Operational experience
Experience in the enterprise IT industrySkills Matrix Option 1.jpg
Our board of directors believes that rotation of directors is integral to an effective governance structure. Moreover, rotation brings diverse viewpoints and new perspectives, a variety of skills and professional experiences, which are important components of governance and promoting the long-term interests of stockholders. In identifying board candidates, our board of directors seeks candidates with diverse backgrounds and believes that a greater breadth of personal and professional experience improves the quality of decision making and enhances business performance.
Our board of directors has a balance of new and continuing directors, with an average tenure of approximately 4.85.5 years as of April 30, 2021.
NOMINEES FOR ELECTION UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS
imagf051.jpg
JEFF ROTHSCHILD Independent
Advisor and Venture Partner, Accel Partners
Age:
66
Director Since:
April 2018
Committee(s):
Nominating and Corporate Governance
BACKGROUND
Since 1999, Mr. Rothschild has served as an Advisor and Venture Partner at Accel Partners, a venture capital firm. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild previously co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and a member of the Board of Directors of Stanford Health Care. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience, as well as his relevant infrastructure knowledge and customer perspective.

2023.
20212023 PROXY STATEMENT1113

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES FOR ELECTION UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
imagf061.jpgpg13_photo_Andrew_Bt.jpg
ANITA SANDSANDREW BROWN Independent
Age: 59
Director Since: September 2019
Former Group Managing Director and Head of Change Leadership, UBS Financial ServicesChief Executive Officer, Sand Hill East
Age:
44
Director Since:
July 2015
Committee(s):
Audit
Nominating and Corporate GovernanceCompensation (Chair)
Other Public Company Boards: Zscaler
(2015 - present)
Guidewire Software
(2013-2022)
BACKGROUND
Mr. Brown has served as Chief Executive Officer of Sand Hill East LLC, a strategic management, investment and marketing services firm, since February 2014, and as the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company, since 2006. From 20122010 to 2013, Dr. SandsMr. Brown served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive CommitteeChief Technology Officer 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.an investment bank. From 2008 to 2009, Dr. Sands2010, Mr. Brown served as Managing Director, Headhead of Transformation Managementstrategy, architecture and optimization at Citigroup’s Global OperationsBank of America Merrill Lynch, the corporate and Technology organization. Priorinvestment banking division of Bank of America. From 2006 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 previously2008, Mr. Brown served as Chief Technology Officer of Infrastructure at Credit Suisse Securities (USA) LLC. Mr. Brown holds a directorBachelor of Symantec from 2013 to 2019. Dr. Sands earned a B.S.Science in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and MolecularChemical Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University.College London.
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.

imagf071.jpg
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.
12
image41.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2022 ANNUAL MEETING OF STOCKHOLDERS
image981.jpg
SCOTT DIETZEN Vice Chairman
Vice Chairman

Age: 58

Director Since:
October 2010

Committee(s):
None
BACKGROUND
Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from October 2010 to August 2017, and as our Chairman from August 2017 to September 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as Interim Senior Vice President of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company that was acquired by IBM. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University.
QUALIFICATIONS FOR BOARD SERVICE
Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies.
2021 PROXY STATEMENT13

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
image991.jpg
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.

pg_18xphotoxgregxt1.jpg
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'sBrown'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.
14
image41.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2023 ANNUAL MEETING OF STOCKHOLDERS
pg13_photoxandrewxbt1.jpg
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 directorsboards of other publicly helddisruptive technology companies, including other public companies.

image97.jpg
JOHN “COZ”"COZ" COLGROVE
Age: 60
Director Since: October 2009
Founder and Chief TechnologyVisionary Officer
Age:
58
Director Since:
October 2009
Committee(s):
None
BACKGROUND
Mr. Colgrove founded Pure in October 2009 and has served as our Chief Visionary Officer since 2021. Mr. Colgrove served as our Chief Technology Officer, and as a member of our board of directors since founding Pure infrom October 2009.2009 to August 2021. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 225250 patents in the areas of system, data storage and software design.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Colgrove’s qualifications for board service include his industrydeep technical expertise and knowledge of data storage systems, requirements and design, and his experience as a founder of Pure,leader and innovator involved in emerging technologies and companies, including as well as his leadership experience and deep technical expertise.Pure's founder.

142021 PROXY STATEMENT
Image3.jpg
15

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
pg14_photoxgarrettxm1.jpgimagf04.jpg
MARK GARRETTROXANNE TAYLOR Independent
Age: 66
Director Since: February 2019
Former Chief Financial Officer, Adobe Systems
Age:
63
Director Since:
July 2015
Committee(s):
Audit (Chair)
BACKGROUND
From February 2007 to April 2018, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett currently serves on the board of directors of Cisco Systems, Inc., GoDaddy, Inc., Nightdragon Acquisition Corporation and Snowflake Inc. Mr. Garrett previously served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in Accounting and Marketing from Boston University and an M.B.A. from Marist College.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.

imagf041.jpg
ROXANNE TAYLOR Independent
Chief Marketing and& Communications Officer, Memorial Sloan Kettering
Age:
64
Director Since:
February 2019Accenture
Committee(s):
Compensation
Nominating and Corporate Governance (Chair)
Other Public Company Boards: Thoughtworks
(2021-present)
Unisys Corp.
(2021-present)
BACKGROUND
Ms. Taylor haspreviously served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, sincefrom February 2020. From 2007 until December 2017,2020 to October 2022. Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company.company, from 2007 until 2017. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture, including Managing Director Corporate and Financial Communications and Director of Marketing and Communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor relations, and senior marketing positions at Reuters and Citicorp/Quotron from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor received a B.A. in Psychology from University of Maryland, College Park.
QUALIFICATIONS FOR BOARD SERVICE
Ms. Taylor’s qualifications for board service include her extensive marketing and communications experience, and knowledge of the technology industry and IT services, as well as the insights she brings from managing public company communications and investor relations, and her public company board experience.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS
imagf05.jpg
JEFF ROTHSCHILD Independent
Age: 68
Director Since: April 2018
Former VP of Technology, Facebook
Committee(s):
Governance
BACKGROUND
Mr. Rothschild previously served as an Advisor and Venture Partner at Accel Partners, a venture capital firm, from 1999 to 2022. Mr. Rothschild was the VP of Technology at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and a member of the Board of Directors of Stanford Health Care. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience within technology companies, as well as his relevant infrastructure knowledge and perspective, particular as a technology vendor and customer.
2023 PROXY STATEMENT15

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
imagf07.jpg
SUSAN TAYLOR Independent
Age: 54
Director Since: October 2018
Chief Accounting Officer, Meta Platforms
Committee(s):
Audit
Compensation
BACKGROUND
Ms. Taylor has served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, since April 2017. From 2012 to 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers LLP, an accounting firm, in various accounting roles. Ms. Taylor received a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California.
QUALIFICATIONS FOR BOARD SERVICE
Ms. Taylor’s qualifications for board service include her extensive leadership and financial experience at major cloud, data and software companies, as well as her knowledge and significant technology industry and operational experience.
pg19_photo_YenM.jpg
MALLUN YEN Independent
Age: 52
Director Since: September 2021
Founder and General Partner, Operator Collective
Committee(s):
Governance
BACKGROUND
Ms. Yen has served as general partner of Operator Collective, a venture capital firm and community that brings in operators from diverse backgrounds into the venture ecosystem, which she founded in December 2018. Previously, she served various roles, including Chief Operating Officer, at SaaStr, a community of SaaS executives, founders, and entrepreneurs, from 2012 to 2019, as Executive Vice President and Chief Business & Product Officer at RPX Corporation, a patent risk management company, where she was employed from 2010 to 2017 and a board member from 2017 to 2018, and Vice President, Worldwide Intellectual Property at Cisco Systems, Inc., where she was employed from 2002 to 2010. Ms. Yen was also the CEO and a board member of ChIPs Network, Inc. an organization she co-founded in 2005 that advances women in technology, law and policy. Ms. Yen holds a Bachelor of Science in Business Administration from California Polytechnic State University – San Luis Obispo and a Juris Doctor degree from University of California, Berkeley School of Law.
QUALIFICATIONS FOR BOARD SERVICE
Ms. Yen's qualifications for board services include her extensive leadership experience at technology companies, particularly her expertise with as-a-Service businesses and her investor perspective, as well as her relevant technology and legal knowledge.
16
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
image98.jpg
SCOTT DIETZENVice Chairman
Age: 60
Director Since: October 2010
Vice Chairman
Committee(s):
None
BACKGROUND
Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from 2010 to 2017, and as our Chairman from 2017 to 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as Interim SVP of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as Chief Technology Officer. He had served as VP, Marketing at WebLogic, Inc., which BEA Systems acquired in 1998. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University.
QUALIFICATIONS FOR BOARD SERVICE
Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies, as well as his understanding and experience as our former CEO within the data storage industry.
image99.jpg
CHARLES GIANCARLOChairman
Age: 65
Director Since: August 2017
Chairman and Chief Executive Officer
Committee(s):
None
Other Public Company Boards:
Arista Networks (2013-present)
ZScaler
(2016-present)
Accenture plc (2008-2019)
BACKGROUND
Mr. Giancarlo has served as our Chief Executive Officer since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya, from 2008 to 2009. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer, leading the introduction of many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo holds a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience at major technology companies, his broad knowledge of data center technologies and matters relating to corporate governance, his investor perspective and his relevant industry knowledge, including with respect to disruptive B2B technologies.
2023 PROXY STATEMENT17

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
pg19_photo_MurphyJ.jpg
JOHN MURPHYIndependent
Age: 54
Director Since: December 2021
Board member
Committee(s):
Audit (Chair)
Other Public Company Boards:
LegalZoom.com (2021-present)
BACKGROUND
Mr. Murphy previously served as Executive Vice President and Chief Financial Officer of Adobe, Inc. from April 2018 to October 2021 and as Senior Vice President, Chief Accounting Officer and Corporate Controller from 2017 to 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from 2014 to 2017. Prior to joining Qualcomm, he worked at several global companies in a variety of finance and accounting roles. Mr. Murphy is a member of the Advisory Board of the Foundry at Fordham University, which champions student and alumni entrepreneurship and social impact. He holds an M.B.A. from the Marshall School of Business at the University of Southern California, and a B.S. in Accounting from Fordham University and is a licensed CPA (inactive).
QUALIFICATIONS FOR BOARD SERVICE
Mr. Murphy’s qualifications for board service include his extensive management and financial experience at major technology companies, including as-a-Service transitions, his familiarity with corporate governance and risk management, as well as his relevant technology industry knowledge and public company board experience.
pg_18_photo_Greg_T.jpg
GREG TOMBIndependent
Age: 57
Director Since: February 2020
Board member
Committee(s):
Compensation
BACKGROUND
Mr. Tomb previously served as President, Zoom Video Communications, from June 2022 to March 2023. Prior to Zoom, Mr. Tomb served as Vice President of Google's Workspace, Geo and Security Sales at Google Cloud, a cloud computing services company, from April 2021 to June 2022. Mr. Tomb worked at SAP, a multinational provider of enterprise application software and software-related services, from 2003 to 2021, serving as President of SAP Cloud Sales and GTM from March 2020 to April 2021, and as President of SAP SuccessFactors, from July 2017 to March 2020. He previously held responsibilities for SAP's HANA Enterprise Cloud business, SAP's Global Services Organization and SAP North American Business Unit. In addition to SAP, Mr. Tomb served as Chief Executive Officer of Vivido Labs and has held leadership positions at both Accenture Consulting and Comergent Technologies. Mr. Tomb holds a B.S. in Engineering from Pennsylvania State University and an M.B.A from Loyola University of Chicago.
QUALIFICATIONS FOR BOARD SERVICE
Mr. Tomb's qualifications for board service include his extensive leadership and sales expertise at enterprise technology companies, with a focus on sales and implementation of enterprise and cloud-based business applications.
18
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
BOARD OF DIRECTORS ROLE AND RESPONSIBILITIES
RISK OVERSIGHT
Our board of directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance, and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.
Beginning in the first quarter of fiscal 2021, our board of directors has received and considered regular updates from our management team on the COVID-19 pandemic as part of its oversight of the company and its business.
Our audit and risk 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.exposures. Our audit committee also monitors compliance with legal and regulatory requirements and our ethics and compliance program, in addition to providing oversight of the performance of our external auditors and our internal audit function.
Our nominating and corporate governance committee monitors the effectiveness of our corporate governance practices, including our governance guidelines including whether they areand how successful we in preventing illegal or improper liability-creating conduct.managing risk.
At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal, cyber-security,cyber-security, financial, tax and audit-related risks.managementrisks. Management provides our audit committee periodic reports on our compliance programs and investment policy and practices.
COMPENSATION RISK ASSESSMENT
Our compensation committee assesses and monitors whether any of our compensation policies, practices and programs has the potential to encourage excessive risk-taking. As part of its annual process, our compensation committee reviewed a risk assessment conducted by management and the committee’s independent compensation consultant to determine whether the design of our employee compensation programs and the amounts and components of employee compensation might create incentives for excessive risk taking by our employees. Based on that review, we haveour compensation committee concluded that the risks arising from our employee compensation programs doare not create risks that are reasonably likely to have a material adverse effect on our company. Our compensation committee believes that our compensation programs encourage employees, including our executives, to remain focused on an appropriate balance of the short-term and long-term operational and financial goals of our company, thereby reducing the potential for actions that involve an excessive level of risk. See the following reasons:section titled "Compensation Discussion and Analysis" for information regarding relevant features of our compensation programs, such as:
Our equity awards for senior executive officers have both performance vesting criteria, as well as time-based vesting criteria, which balances competing short-term and long-term incentives;
Our equity awards are full value awards and are granted on an annual basis with long-term, overlapping vesting periods to motivate recipients to focus on sustained stock price appreciation;
Our performance equity and bonus awards contain a cap on maximum payout;payout related to corporate performance;
Our compensation committee has retained an independent compensation consultant to provide objective advice on matters related to the compensation of our executive officers and non-employee directors; and
Our compensation committee annually reviews competitive benchmarking data in setting pay mix, targets and long-term incentive elements for our executive officers’ compensation packages.
2023 PROXY STATEMENT19

PROPOSAL 1 - ELECTION OF DIRECTORS
COMPLIANCEANDETHICS
We pride ourselves on our culture and our company values. We strive to embody these values in everything we do. Just as important are our underlying common principles of Integrity, Honesty and Respect for Others—these truly define us and are at the heart of our code of conduct, which applies to all of our directors, officers and employees. Our code of conduct goes beyond merely fulfilling legal requirements—at Pure, conduct counts.
All of our employees are required to complete training courses on our code of conduct and acknowledge and certify compliance with our code of conduct and other key policies on an annual basis. In addition, we conduct mandatory trainings to address compliance risks associated with specific roles in our company. We also maintain an ethics hotline where employees and third-parties can anonymously report any concerns about possible violations of our code. We thoroughly investigate any information we receive through the hotline or otherwise and take appropriate remedial action when necessary. Conduct counts for our business partners as well. We conduct due diligence on new partners and vendors to
2021 PROXY STATEMENT17

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
confirm compliance with relevant laws. Our business partners are expected to comply with our partner code of conduct and we conductperform periodic audits to confirm that our code is followed in practice. We plan to disclose future amendments to certain provisions of our code of conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website. Our audit committee provides oversight of our ethics and compliance program.
Our board of directors has also adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of the business of the company in accordance with its fiduciary responsibilities. Our code of conduct, applicable waivers thereof, and our corporate governance guidelines are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com.
CORPORATEENVIRONMENTAL, SOCIAL RESPONSIBILITYAND GOVERNANCE
Pure launchedWe strive to deliver highly performant storage technology and solutions while building a sustainable and profitable business, for our Corporatecustomers, partners, investors, employees and for the communities we live and work. In 2021, we conducted an assessment to identify the most important Environmental, Social Responsibilityand Governance (CSRESG) topics for our company to address. The assessment was performed by a third-party ESG consultancy firm and synthesized feedback from Pure’s leadership team and various key stakeholder groups, including investors, customers and partners.
The top five important topics from the analysis form the foundation of our ESG program alongsideand report.
Energy, Emissions and Climate Resilience
Ethical Business Practices
Talent Acquisition, Retention & Development
Diversity, Equity & Inclusion.
Data Security and Privacy
We plan to drive ESG impact by:
Building sustainable technology infrastructure supporting the transition to net zero carbon emissions and decarbonization for our initial public offering in 2015. Our CSR commitment extends beyondcustomers, supply chain, and operations.
Cultivating an entrepreneurial spirit and an inclusive workplace that empowers everyone to achieve breakthrough outcomes, expand their skills, enable their career goals and pursue professional growth.
Securely handling and managing data, focusing on ethics and transparency which are essential to maintaining trusted relationships with our customers and key stakeholders.
20
Image3.jpg

PROPOSAL 1 - ELECTION OF DIRECTORS
To ensure proper oversight and accountability, we have operationalized ownership of our ESG Program. These are embedded into our technology strategy, business model and focuses on issues that align withculture. Our ESG program governance structure is as follows:
Board of DirectorsOur board of directors receives updates on ESG initiatives and information on the impact of the Pure Good Foundation, our philanthropic program.
Board Committees
Audit and Risk Committee: Oversees Pure’s corporate accounting and financial reporting processes, monitors for enterprise risks, and provides oversight of Pure’s environmental sustainability efforts and ethics and compliance program.
Compensation and Talent Committee: Reviews and determines compensation to be paid to Pure’s executive officers and directors, and provides oversight of Pure’s Human Capital Management, DEI, and talent acquisition, development, and retention efforts.
Nominating and Corporate Governance Committee: Recommends corporate governance practices, periodically reviews and assesses our Corporate Governance Guidelines, and identifies and recommends candidates to serve as directors at Pure.
Our ESG executive sponsors are the Chief Financial Officer (CFO), Chief Legal Officer (CLO) and Chief Technology Officer (CTO). They meet regularly and work through VP and director level leaders who lead our internal ESG committees responsible for assessing, managing and progressing the integration of ESG priorities throughout our business strategy, including community involvement whereoperations.
We remain committed to progressing on our employees are located, improvingkey ESG initiatives, creating positive outcomes for our customers with minimal environmental impact,harm. For more information about our key ESG initiatives, our progress on aligning to the Task Force on Climate-related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) as well as other key standards and frameworks, see our efforts around Inclusion, Diversity & Belonging.ESG report at https://www.purestorage.com/company/corporate-social-responsibility.html.
PHILANTHROPY & VOLUNTEERISM
When the COVID-19 pandemic hit in early 2020, Pure knew it was important to provide resources to assist our communities as quickly as possible. In conjunction with our established partnerships and with COVID consortiums, we were able to respond quickly by providing over $250,000 to various organizations, including the Silicon Valley Community Foundation COVID-19 Relief Fund, the Second Harvest Food Bank and the UN Foundation COVID-19 Relief Fund.
WORKFORCE DEVELOPMENT
In 2020, Pure Good created its Workforce Development Initiative, combining our incredible corporate culture, our ongoing dedication to increase our employee diversity, and our company goals and values. Through this initiative, Pure Good has donated $1 million to global nonprofit organizations in the workforce development field with the following three primary goals:
1.To help employee 500 individuals from non-traditional backgrounds and/or minority populations globally in sustainable, living-wage paying jobs;
2.To engage 100% of our employees to help achieve this outcome; and
3.To form relationships with extraordinary global nonprofit organizations that will increase the diversity of our talent pipeline.
ENVIRONMENT
HelpingOur portfolio of products were built from the beginning with the inherent ability to drive down carbon emissions, reduce energy consumption, and reduce the administrative resources required for enterprise data management. The transition from mechanical spinning hard disks to all-flash delivers a significant reduction in energy, space, and cooling energy requirements for storage. These improvements in energy and space efficiency align with the various emissions and energy consumption reduction initiatives across all industries and geographies. Through Pure’s unique business model, we have the opportunity to drive a refresh of all aging and inefficient hard disks that reside in data centers worldwide. Our Evergreen architecture allows our arrays to be upgraded non-disruptively, enabling our customers to continuously benefit from the latest hardware and software technology, without interruption to their continuous operation, while significantly reducing unnecessary product replacements and associated e-waste. Our as-a-service delivery models further reduces e-waste by refreshing aged product for use in our Evergreen//One service.
In fiscal 2023, we continued quantifying our greenhouse gas (GHG) emissions across scope 1, 2, and 3 and made a commitment to set Science Based Targets (SBTi). We completed a Life Cycle Analysis (LCA) assessment, in accordance with ISO 14040 and 14044 and continue to identify opportunities to reduce carbon and ensure a sustainable environment is at the core of what we do and is evident from our efficient products to our efforts to eliminate waste and to compost and recycle in our offices.
We work to ensure an ethical supply chain in the production of our industry-leading products. We are members of the Responsible Business Alliance and abide by their principles and code of conduct. In addition, we consider the effect on the planetenvironmental impact of our products from production to installation to end of life. Examples of this are visible in our transition to renewable energy in 50% of our data centers and our program to donate all used, good condition electronics to non-profits.
Our differentiated and efficient products inherently empower our customers through green technology that supports their sustainability goals. Since we started offering our products, we have helped our customers to substantially reduce the power and space used in their IT operations by abandoning legacy disk-based and hybrid storage products. While the dollar savings for our customers are estimated to exceed $2 billion, the sustainability aspects of our products are equally inspiring, resulting in substantial reductions in space and power usage for customers.solutions.
In addition, Pure Good has donated over $100,000made the following commitments to One Tree Planted overcontinue to improve our carbon footprint and address the past yearissue of climate change:
50% intensity reduction in market-based scope 1 and 2 GHG emissions per employee from FY20 to plant treesFY30
Achieve net zero market-based scope 1 and help with reforestation efforts around the world.2 emissions by FY40

66% intensity reduction in use of sold products scope 3 emissions per effective petabyte shipped from FY20 to FY30
For more information about our key ESG initiatives, see our ESG report at https://www.purestorage.com/company/corporate-social-responsibility.html.
18
image41.jpg
2023 PROXY STATEMENT
21

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
INCLUSION, DIVERSITY & BELONGINGSOCIAL
Diversity, Equity and Inclusion
We continue to make strides to advance diversity, equity and inclusion (DEI). We believe that “walking the talk” on DEI is not only the right thing to do, it results in stronger innovation, improved workplace culture and a stronger bottom line. Some of our efforts on DEI include:
Advancing DEI from the top – In 2022, we launched the Inclusive Leadership Index (ILI) to recognize role model behaviors among our leaders at the VP level and above using several defined DEI factors. Annually, the leaders who attain role model results, according to the ILI, are recognized and given the opportunity to share their best practices internally.
Supporting employee community and connectionOur goal isEmployee Resource Groups (ERGs) are a point of pride and a critical way to embed inclusive practices into alladvance inclusion through building strong community, connection and opportunities for development among our employees. We continue to support our ERGs through executive sponsorship, HR support, funding for key initiatives and amplifying ERG efforts among our employees.
Moving the needle on diversity representation – Our efforts to attract and retain diverse talent have enabled us to gradually improve representation in gender and under-represented groups (URG) in recent years. In the last year, the percentage of diverse hiring (female and URGs in the U.S.) continued to increase. In addition to hiring, we are proactive in monitoring retention and engagement of our diverse employees.
Driving equitable talent processes, engagingpay and promotions – Our talent management processes include specific steps that ensure our leadersperformance reviews are equitable by level. We review pay equity twice a year. When analyzing our pay equity at the conclusion of our annual compensation review cycle we conduct a broad review that looks at differences between gender for pay, ratings, promotions and employees as role models and drivers of equality and continuing to make sure our culture remains open to new voices and thoughts.
Our continued ability to innovate requires hiring and supporting talented individuals offering their best ideas so we are focused on embedding practices of equality and inclusion in everything we do. For us, equality is not a separate function – it is essential to our success.
Pure Equality ensures we are a diverse and inclusive company providing equal opportunity for all to thrive, contribute, and innovate. We celebrate diversity and inclusion at Pure through Pure Equality organizations for women, LGBTQ+, young professionals, individuals of color, veterans, and employees with differing abilities. We have recently hired a Head of Diversity, Inclusion & Belonging to help us uplevel and formalize our work in this area.stock awards. In addition, we monitor the career progression ratio of female and URGs versus the overall workforce quarterly to ensure equitable promotion practices. When hiring, we ensure diverse candidate slates and diverse interview panels.
We report on the metrics and progress in areas mentioned above, including workforce diversity data, pay equity analysis results, average ILI scores and achievements on DEI priorities with our board of directors or its committees on a quarterly basis. We are leveraging the full force of our Talent Acquisition and Talent Management practices to attract, retain and develop a diverse workforce.
Human Capital Management
At Pure, we’re committed to our core values— customer-first, persistence, creativity, teamwork, and ownership. Our talented and diverse team lives these core values each day, creating a culture that is agile, nimble, inclusive and collaborative in an environment where everyone can thrive. Our workforce planning ensures that we are hiring and onboarding talent at the right speed and in alignment with our strategy and company priorities. In fiscal 2023, we grew headcount by approximately 22%, predominantly to advance our innovation, customer experience, and sales coverage. We continued to invest in our major R&D centers, including continued investments in Prague, Czech Republic and Bangalore, India which help power innovation across our product portfolio.
Our Talent Management strategy focuses on an integrated talent management ecosystem from onboarding to advancing our workforce, which encompasses a culture of continuous feedback and performance differentiation, individual career and development planning and stretch job assignments. Pure considers the health, safety and well-being of our employees and contingent workers to be paramount. We launched Purely You focusing on Mental health management, work-life balance, financial and family care.
Attracting, Developing and Retaining Talent
We strive to create a respectful, inclusive work environment that includes training and development programs so our global employees can further their career goals while in support of our corporate mission. Over the last two years, we have significantly expanded our holistic talent management efforts by designing and implementing globally consistent processes and tools to enable employee development, growth and performance. Our performance management process now includes multiple touchpoints for employees and managers to discuss feedback on performance, career aspirations, development opportunities and align on priorities. Additionally, we ensure people leader training sessions are available prior to key steps in the process to provide guidance and share best practices to give our people leaders confidence. Through this process, nearly 100% of our employees conduct self evaluations and receive performance assessments from their manager. Managers differentiate rewards based on business impact and how our employees model our values.
22
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
Responsible Sourcing
Pure has long been on the cutting edge of supply chain operations with a robust supply chain strategy that benefits from multi-site, multi-continent operations and manufacturing. Pure is committed to ensuring our employees and suppliers take appropriate measures to help mitigate the risk of human trafficking and slavery within our global supply chain. We will not tolerate forced labor, indentured labor, involuntary/child labor, and human trafficking by any Pure Storage supplier or for any purpose, and have policies and monitoring programs in place. Our Supplier Code of Conduct, which is included in our Master Service Agreements, is based on the Responsible Business Alliance (RBA) Code of Conduct. We have a published Policy on Conflict Minerals. Pure has no indications that any products supplied by Pure contain conflict minerals, and we will continue to monitor our supply chain to honor our commitment and meet applicable laws.
Social Impact
Pure Good Foundation (Pure Good) was started by a small group of Pure employees who saw a need in the community and knew they could make a difference. A few months before going public, Pure employees approved and funded the creation of Pure Good by donating shares of stock. We are proud to be an employee-seeded foundation and work each day to honor their generosity.
Today, Pure Good divides its efforts across three areas:
Puritan Philanthropy – Focused on our core value of teamwork and our corporate culture of doing good, we offer employees three ways to deepen their engagement with local causes dear to their hearts: (a) our Employee Volunteer program, which includes Global Interest Grants to promote team building through charity; (b) the Community Volunteer program to amplify individual philanthropic work with several non-profit partnersdonations; and (c) the Board Member program to drive pipeline growthsupport those non-profits to which our employees invest their time.
Environment – Pure’s products have always had a positive net effect for our customers and the planet. From our Evergreen program to eliminating plastic in diverse populationsour offices, we continually analyze how we can do more to ensure we are decreasing our environmental footprint. We amplify those efforts by investing in nonprofits working on these issues.
Workforce Development – The world is becoming increasingly technological and are partneringmany individuals looking for jobs find themselves lacking the training necessary to compete in today’s job market. Pure Good pairs our employees with Year Up to hire interns at Pure.workforce development organizations that provide continuing education, professional development, and entry-level jobs for people from historically disadvantaged populations.
COMMUNICATIONS WITH OUR BOARD OF DIRECTORS
Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041. The communication should indicate that it contains a stockholder or interested party communication. 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.
BOARD STRUCTURE AND PROCESSES
BOARD LEADERSHIP
Mr. Giancarlo serves as Chairman of our board of directors and Dr. Dietzen serves as Vice Chairman of our board of directors. Our board of directors does not have a lead independent director. Our board of directors believes that the current board leadership structure, with strong internal knowledge and relationships, coupled with 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.
20212023 PROXY STATEMENT1923

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTOR INDEPENDENCE
Our common stock is listed on the New York Stock Exchange (NYSE). Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of our board of directors.
Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that 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.
EXECUTIVE SESSIONS OF DIRECTORS
In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions of non-management directors during each regularly scheduled board meeting and at such other times 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.
20
image41.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
BOARD COMMITTEES
Our board of directors has established an audit and risk committee (audit committee), a compensation and talent committee (compensation committee) and a nominating and corporate governance committee.committee (governance committee). Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The composition and functions of each committee are described below.
24
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
AUDIT AND RISK COMMITTEE
MEETINGS IN FY 2021:2023:
48
MEMBERS:
Mr. GarrettMurphy (Chair)
Dr. SandsMr. Brown
Ms. S. Taylor
Our board of directors has determined that Mr. Garrett, Dr. SandsMurphy, Mr. Brown and Ms. S. Taylor are independent under NYSE listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.amended (Exchange Act). Our board of directors has determined that Mr. GarrettMurphy 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.risks, to oversee our ethics and compliance program and policies, and to oversee environmental reporting and sustainability initiatives. Specific responsibilities of our audit and risk committee include:
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of our independent registered public accounting firm;
discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
oversee the internal audit function and its audit plan and charter;
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
reviewing risk assessments and steps relating to risk management, including cybersecurity and other business risks;
reviewing related party transactions;
obtaining and reviewing a report by our independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; 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.firm; and
reviewing and discussing our programs, policies, and risks related to environmental reporting and sustainability initiatives, including material environmental, social and governance disclosures and published targets.

20212023 PROXY STATEMENT2125

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
COMPENSATION AND TALENT COMMITTEE
MEETINGS IN FY 2021:2023:
5
MEMBERS:
Ms. S. Taylor (Chair)
Mr. Brown (Chair)
Ms. R. Taylor
Ms. S. Taylor
Mr. Tomb
Our board of directors has determined that Mr. Brown, Mses. R. Taylor and S. Taylor and Mr. BrownTomb 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, andto evaluate the performance of our executive officers, to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate.appropriate, to review executive officer succession planning, and human capital management activities. Specific responsibilities of our compensation committee include:
reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;
reviewing and recommending to our board of directors the compensation of our directors;
reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers;
administering our stock and equity incentive plans;
selecting independent compensation consultants or other advisers and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers;
reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and
reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.philosophy;
reviewing, reporting, and evaluating executive officer succession planning and encouraging executive management development; and
reviewing human capital management activities relating to talent and employee engagement, diversity, inclusion and belonging, and ensuring compensation programs are administered in a non-discriminatory manner.
Under its charter, our compensation and talent committee may form, and delegate authority to, subcommittees as appropriate. See the sections titled “Compensation Discussion and Analysis” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive and director compensation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of our compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.
2226
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
MEETINGS IN FY 2021:2023:
34
MEMBERS:
Dr. SandsMs. R. Taylor (Chair)
Mr. Rothschild
Ms. R. TaylorYen
Each member of the nominating and corporateour governance committee is independent, is a non-employee director and is free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the board of directors in accordance with the applicable NYSE listing standards.
PRIMARY RESPONSIBILITIES:
Specific responsibilities of our nominating and corporate governance committee include:
identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;
evaluating the performance of our board of directors and of individual directors;
considering and making recommendations to our board of directors regarding the composition of the committees of the board of directors;
reviewing developments in corporate governance practices;
evaluating the adequacy of our corporate governance practices and reporting;
reviewing management succession plans;
developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and
overseeing an annual evaluation of the board of directors’ performance.
CORPORATE GOVERNANCE BEST PRACTICES
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:
We have meaningful stock ownership guidelines which our executive officers and directors are required to meet within five years of becoming subject to them.guidelines.
Our board of directors is committed to diversity. 30% of our board is composed of women.
All of our committees are composed entirely of independent directors.
Independent directors meet in executive session periodically without management present.
7 of 10 directors are independent.
Our board of directors is committed to diversity. 40% of our board is composed of women or members of underrepresented communities.
Our board of directors is committed to periodic renewal and rotation. We added aappointed three new independent directordirectors during the last three fiscal 2021,years, keeping our average board tenure below 5 to approx. 5.5 years.
Independent directors meet in executive session periodically without management present.
We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.
7 of 10 directors are independent.
BOARD AND COMMITTEE MEETINGS AND ATTENDANCE
Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met 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.
We encourage our directors and nominees for director to attend our annual meeting of stockholders, and nine of our ten directors attended our annual meeting of stockholders in 2020.2022.
20212023 PROXY STATEMENT2327

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
BOARD EVALUATIONS AND EDUCATION
Our nominating and corporate governance committee oversees the board evaluation process. For fiscal 2021,We conducted a written board evaluation, and our chief legal officer interviewed all of our directors and members of the executive team to gather feedback on directors, committees and our board of directors in general. Directors responded to questions designed to elicit information to be used in improving the effectiveness of our board of directors. Our chief legal officer synthesized the results and comments received during such interviews. At subsequent meetings, Dr. Sands, in conjunction with our chief legal officer,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.
TRANSACTIONS WITH RELATED PERSONS
The following is a summary of transactions since the beginning of our last fiscal year to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
EMPLOYMENT ARRANGEMENTS AND EQUITY AWARDS
We have entered into employment offer letters with our executive officers For a description of compensation and have adopted a Change in Control Severance Benefit Plan, as amended, (as defined below). In November 2020, we entered into a Transition Services, Separation & Release Agreement with Paul Mountford, our former Chief Operating Officer. For more information regarding these arrangements, see the sections titled "Compensation Discussion and Analysis"and “Employment, Severance and Change of Control Agreements.”
We have granted equity awards relating to our executive officers and certain members of our board of directors. For a description of these equity awards,directors, see the sections titled “Executive Compensation” and “Director Compensation.”
INDEMNIFICATION AGREEMENTS
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provides our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.
RELATED-PARTY TRANSACTION POLICY
We have adopted a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. No such request has been submitted to our audit committee since the beginning of our last fiscal year. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
2428
Image3.jpg

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTOR COMPENSATION
Our non-employee director compensation program is designed to attract, retain and reward qualified non-employee directors and align the financial interests of 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 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.
INPUT
trianglewithbackground1.jpgicon_rightarrow-01.jpg
PROPOSAL
trianglewithbackground1.jpgicon_rightarrow-01.jpg
PRESENTATION
trianglewithbackground1.jpgicon_rightarrow-01.jpg
OUTCOME
CompensiaConsultant provides input on program design considerationsCompensiaConsultant proposes alternative program designs for considerationCompensia
Consultant presents competitive non-employeenon-employee director compensation data and analyses
Based on the recommendations of our compensation committee and of Compensia,the Consultant, our board of directors may approve changes in certain aspects of our directorsdirector compensation as appropriate.program
Our compensation committee consults annually with Compensia, Inc. (Compensia), its independent compensation consultant (Consultant), to review our director compensation program. As part of that annual review, Compensiathe Consultant provides input on program design considerations, proposes alternative program designs for consideration, and presents competitive non-employee director compensation dataanalyses and analyses including compensation data from our peer group. For fiscal 2021,2023, the Consultant was Aon Radford, and upon our compensation committee’s recommendation and consistent with Compensia’s recommendation, our board of directors approved increases inslight adjustments to the annual retainers for servicecash components of our director compensation program. No changes were made to the equity component, as the audit committee chair and the compensation committee chair, in each case effective asand the board of May 1, 2020.directors concluded that the equity values were appropriate at this time.
CASH COMPENSATION
During fiscal 2021,2023, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:
Annual Cash

Retainer ($)
(1)
Annual base retainer40,000 50,000 
Additional retainer for audit committee chair35,000 
Additional retainer for audit committee member10,000 12,000 
Additional retainer for compensation committee chair20,000 
Additional retainer for compensation committee member7,500 10,000 
Additional retainer for nominating and governance committee chair10,000 12,500 
Additional retainer for nominating and governance committee member5,000 
(1)In February 2020, our board of directors approved (i) an increase in the additional retainer for the audit committee chair from $25,000 to $35,000 and (ii) an increase in the additional retainer for the compensation committee chair from $15,000 to $20,000, both effective as of May 1, 2020.

2021 PROXY STATEMENT25

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
EQUITY COMPENSATION
EligibleDuring fiscal 2023, eligible directors were entitled to receivereceived a restricted stock unit (RSU) award for a number of shares equal to $235,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the date of our annual stockholder meeting in June 2020,2022, to vest fully on the one-year anniversary of the date of grant. The director would vest in a prorated portion of the award if he or she resigns in advance of the vesting date. Additionally, new non-employee directors will receive an RSU award for a number of shares equal to $600,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the effective date of grant.such appointment or election. The new non-employee director vests as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares subject to the award in 12 substantially equal quarterly installments thereafter. In the event of a change of control of the company, the director’sdirectors’ awards would immediately vest in full.
2023 PROXY STATEMENT29

Table of Contents
PROPOSAL 1 - ELECTION OF DIRECTORS
FISCAL 20212023 DIRECTOR COMPENSATION TABLE
The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2021.2023. The table excludes Messrs. Colgrove and Giancarlo, who wereare also our executive officers during all of fiscal 2021 and did not receive any compensation in their roles as directors in fiscal 2021.2023.
NameNameFees Earned
or Paid in Cash
($)
Stock
Awards
($)(1)
Total
($)
NameFees Earned
or Paid in Cash
($)
Stock
Awards
($)(1)
Total
($)
Andrew BrownAndrew Brown47,067 234,996 282,063 Andrew Brown82,000 233,611 315,611 
Scott Dietzen(2)
Scott Dietzen(2)
30,000 234,996 264,996 
Scott Dietzen(2)
50,000 233,611 283,611 
Mark Garrett72,500 234,996 307,496 
John MurphyJohn Murphy85,000 233,611 318,611 
Jeff RothschildJeff Rothschild45,000 234,996 279,996 Jeff Rothschild55,000 233,611 288,611 
Anita Sands60,000 234,996 294,996 
Roxanne TaylorRoxanne Taylor52,500 234,996 287,496 Roxanne Taylor72,500 233,611 306,111 
Susan TaylorSusan Taylor68,750 234,996 303,746 Susan Taylor72,000 233,611 305,611 
Greg Tomb (3)
37,692 893,741 931,433 
Greg TombGreg Tomb60,000 233,611 293,611 
Mallun YenMallun Yen55,000 233,611 288,611 
(1)Pursuant to our director compensation program, in June 2020,2022, each of Dr. Sands and Dietzen, Messrs. Brown, Garrett, Rothschild and Tomb, and Mses. R. Taylor and S. Taylorour non-employee directors received an RSU award for 14,1829,097 shares of our common stock that will vest in full on the one year anniversary of the date of grant. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this award, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2021.
(2)Pursuant to our director compensation policy, Dr. Dietzen became eligible in April 2020 to receive compensation for his board service following the complete vesting of equity awards granted to him for his service as our former Chief Executive Officer.
(3)Mr. Tomb was appointed to our board of directors in February 2020. Pursuant to our director compensation policy, in February 2020, we granted Mr. Tomb (i) an RSU award for 34,582 shares of our common stock that vested as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares will vest in 12 substantially equal quarterly installments thereafter, subject to his continued service on the vesting dates and (ii) a pro-rata RSU award for 3,386 shares of common stock which vested in full on June 24, 2020.3, 2023.
As of January 31, 2021,February 5, 2023, each individual who served as a non-employee director during fiscal 20212023 held the following aggregate number of shares subject to outstanding RSU awards or options.awards.
NameAggregate Number of RSUs as of January 31, 2021Aggregate Number of Stock Options Outstanding as of January 31, 2021
Andrew Brown37,422 — 
Scott Dietzen14,182 — 
Mark Garrett14,182 320,000 
Jeff Rothschild23,581 — 
Anita Sands14,182 218,000 
Roxanne Taylor30,832 — 
Susan Taylor25,896 — 
Greg Tomb48,764 — 
NameAggregate Number of Unvested RSUs as of February 5, 2023
Andrew Brown15,436 
Scott Dietzen9,097 
John Murphy25,244 
Jeff Rothschild9,097 
Roxanne Taylor10,947 
Susan Taylor9,097 
Greg Tomb19,904 
Mallun Yen27,787 
2630
Image3.jpg

Table of Contents
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our board of directors recommends a vote FORthe selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 6, 2022.4, 2024.
icon_checkmark.jpg
Our board of directors has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending February 6, 20224, 2024 and has further directed that management submit this selection for ratification by the stockholders. Deloitte & Touche has served as our independent registered public accounting firm for the past eightten fiscal years. Representatives of Deloitte & Touche are expected to be present during the meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.
Our board of directors is submitting this selection as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our board of directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our board of directors may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the company and its stockholders.
VOTE REQUIRED
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.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended January 31, 2021February 6, 2022 and February 2, 2020.5, 2023.
Fiscal Year EndedFiscal Year Ended
2/2/2020
$
1/31/2021
$
February 6, 2022
($)
February 5, 2023
($)
Audit fees(1)
Audit fees(1)
2,716,276 2,690,600 
Audit fees(1)
2,441,727 2,877,056 
Tax fees(2)
Tax fees(2)
1,469,928 1,165,907 
Tax fees(2)
1,273,566 938,691 
All other fees(3)
1,895 — 
Total feesTotal fees4,188,099 3,856,507 Total fees3,715,293 3,815,747 
(1)Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements and internal control over financial reporting presented in our Annual Report on Form 10-K, review of the interim consolidated financial statements included in our quarterly reports and services normally provided in connection with regulatory filings.
(2)Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance. Fees for the fiscal year ended February 2, 20206, 2022 have been updated to include $135,310$11,050 in fees paid to Deloitte & Touche affiliates, which were previously omitted.
(3)Consists of fees related to a research tool subscription.
20212023 PROXY STATEMENT2731

Table of Contents
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRE-APPROVAL POLICIES AND PROCEDURES
Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the audit committee has the responsibility for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has a practice of, and has adopted a policy and procedures for, the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche. The audit committee generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.
All of the services provided by Deloitte & Touche for our fiscal years ended January 31, 2021February 5, 2023 and February 2, 2020,6, 2022, as described in the “Principal Accountant Fees and Services” table, above, were pre-approved by the audit committee or our board of directors. Our audit committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining the principal accountant’s independence.
AUDIT COMMITTEE REPORT
The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2021February 5, 2023 with the management of Pure. The audit committee has discussed with its independent registered public accounting firm, Deloitte & Touche, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The audit committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in Pure's Annual Report on Form 10-K for the fiscal year ended January 31, 2021.February 5, 2023.
Audit and Risk Committee
MARK GARRETTJOHN MURPHY (chair)
ANITA SANDSANDREW BROWN
SUSAN TAYLOR
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933, as amended (Securities Act) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
2832
Image3.jpg

Table of Contents
PROPOSAL 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our board of directors recommends a vote FORthe approval of the compensation of our named executive officers as described in this proxy statement.
icon_checkmark.jpg
We are seeking approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended January 31, 2021,February 5, 2023, as described in this proxy statement below in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.” This vote is not intended to address any specific item of compensation and is rather intended to address the overall compensation of our named executive officers and the policies and practices as described in this proxy statement.
Our compensation programs are overseen by our compensation committee and reflect our general compensation philosophy for all employees, including our executive officers. Our executive compensation program is designed to attract, motivate, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time.
We strive to provide an executive compensation program that is market competitive rewards achievement of our business objectives and is designed to both provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentives) that are intended to align the interests of our executive officers with those of our stockholders. COVID-19 significantly impacted ourOur compensation committee maintains an executive compensation program for fiscal 2021. Our compensation committee designed our executive compensation program with a focus on incentivizing company performanceto incentivize revenue growth, profitability and customer satisfaction, as well as to drive an increase in the face of uncertain market dynamics and driving the key priorities to allow the company to emerge stronger following the COVID-19 pandemic. The committee aimed to tie the majority of our named executive officers’ compensation to key performance measures appropriate for the COVID-19 economic environment.subscription services revenue.
This vote is advisory and therefore not binding on the company or on our board of directors. Our board of directors and its committees value the opinions of our stockholders and to the extent there is any significant vote against the executive compensation described in this proxy statement, our compensation committee will consider the impact of such vote on our compensation policies and decisions. Our stockholders have previously recommended, and our Board has approved, a frequency of each year for advisory votes on executive compensation. While we are asking our stockholders to provide a recommendation regarding the frequency of such votes at the meeting this year, our board of directors is still recommending that such votes be held every year. Accordingly, we expect to hold the next scheduled Say-on-Pay vote will be at our 20222024 Annual Meeting of Stockholders.
VOTE REQUIRED
An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to approve the compensation of our named executive officers for the fiscal year ended January 31, 2021.February 5, 2023.
COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the compensation committee recommended to the Pure board of directors that the section titled "Compensation Discussion and Analysis" be incorporated by reference in Pure's Annual Report on Form 10-K for fiscal 20212023 and included in this proxy statement.
Compensation and Talent Committee
SUSAN TAYLOR (chair)
ANDREW BROWN(chair)
ROXANNE TAYLOR
SUSAN TAYLOR
GREG TOMB
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
20212023 PROXY STATEMENT2933

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
OUR EXECUTIVE OFFICERS
The biographical information for Messrs. Giancarlo and Colgrove are as set forth above in the section titled “Election of Directors.” The following is the biographical information for our other named executive officers, as of the date of this proxy statement:
imagf091.jpg
CHARLES GIANCARLO
Chairman and Chief Executive Officer
Age: 63
Charles Giancarlohas served as our Chief Executive Officer and as a member of our board of directors since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. From 2008 to 2009, Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and Zscaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School.
pg_32photo_Kevan_K.jpg
KEVAN KRYSLER
Chief Financial Officer
Age: 5052
Kevan Krysler has served as our Chief Financial Officer since December 2019. Previously Mr. Krysler worked at VMware, Inc., a provider of information infrastructure technology and solutions, from August 2013 to December 2019, and most recently served as Senior Vice President, Finance, and Chief Accounting Officer. Prior to VMware, Inc., Mr. Krysler was a partner with KPMG, an accounting firm, where he served both multinational and emerging software and technology companies. Mr. Krysler received bachelor degrees in Accountancy and Business Administration from the University of Oklahoma.
photo_AjaySingh-01.jpg
AJAY SINGH
Chief Product Officer
Age: 65
Ajay Singh has served as our Chief Product Officer since January 2021. Previously, Mr. Singh worked at VMware from May 2015 to January 2021, most recently as the Senior Vice President – General Manager of the Cloud Management Business Unit. Mr. Singh received a Bachelor of Technology degree in Electrical Engineering from the Indian Institute of Technology, Kanpur, an M.S. Electrical Engineering (Computer Engineering) from Carnegie-Mellon University and an M.B.A. from Stanford University Graduate School of Business.
pg35-pic_fitzsimons.jpg
DAN FITZSIMONS
Chief Revenue Officer
Age: 56
Dan FitzSimons has served as our Chief Revenue Officer since November 2021. Previously, Mr. FitzSimons served in various sales leadership roles at Pure from May 2015 to November 2021, most recently serving as Pure's Vice President of Americas Sales. Prior to joining Pure, Mr. FitzSimons held sales leadership roles at a number of technology companies, including SOASTA, Limelight Networks, Symantec and Gartner.
3034
Image3.jpg

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
imagf101.jpg
JOHN COLGROVE
Founder and Chief Technology Officer
Age: 58
John “Coz” Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure in October 2009. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 225 patents in the areas of system, data storage and software design.
2021 PROXY STATEMENT31

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program during fiscal 20212023 for our “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement. This section discusses our executive compensation philosophy, objectives and design; how and why our compensation committee arrived at the specific compensation policies and decisions duringrelating to fiscal 2021, specifically in the face of market uncertainty and shifting priorities driven by the COVID-19 pandemic;2023; the role of our compensation committee’s compensation consultant; and the compensation peer group used in evaluating our executive compensation program. This section also discusses the executive compensation-setting process in the first half of fiscal 2021, as well as an executive transition in late fiscal 20212023 and final payout determinations following the end of fiscal 2021.2023.
EXECUTIVE SUMMARY
COVID-19 significantly impactedFor fiscal 2023, our compensation committee approved compensation packages for our executive compensation programofficers that maintained our robust “pay for fiscal 2021. performance” philosophy, incentivizing continued revenue growth balanced with improved profitability. The committee retained a customer satisfaction measure, Net Promoter Score (NPS), which Pure has tracked and published for several years and which it views as critical to Pure’s long term success, and incorporated growth in subscription annual recurring revenue (ARR) as a new component, which it believes to be a valuable indicator of Pure’s success in growing its recurring subscription services revenue.
Our compensation committee designed our executive compensation program with a focus on incentivizing company performance in the face of uncertain market dynamics and driving the key priorities to allow the company to emerge stronger following the COVID-19 pandemic. The committee aimed to tie the majority of our named executive officers’ compensation to these key performance measures, appropriate foras well as share price through the COVID-19 economic environment.use of equity awards. Specifically, in addition to a base salary, our named executive officers’ target total direct compensation included annual short-term and long-term incentives that are based on our attainment of key business objectives. For fiscal 2021,2023, our cash bonuses were dependent on both a third-party certified customer satisfaction measurerevenue, profitability and a metric designed to measure Pure’s revenue growth relative to the storage revenue growth of three major competitors, which we will call a “relative growth metric.” OurNPS, as well as individual executive goals, and our 100% performance-based equity awards were dependentearned based on a combination of revenue and subscription ARR growth. The value of these equity awards fundamentally depends on Pure's share price. The structure of our relative growth metric. These performance measures were selected to addresscorporate bonus program is the uncertainty ofsame for our executive officers and our broad-based employee bonus participants, driving focus on the COVID-19 environment, and in each case, our compensation committee reserved flexibility to evaluate additional factors that it deemed critical for the company’s short-term and long-term success.same company priorities.
FISCAL 20212023 BUSINESS AND FINANCIAL HIGHLIGHTS
In fiscal 2021, we faced significant headwinds due to the COVID-19 pandemic’s impact on economic conditions globally. While we started our year in February 2020 with expectations that Pure’s revenue would grow by double digits, COVID-19 had an unprecedentedWe achieved impressive business and initially inestimable effect on our customers and our industry as a whole. By the end of March 2020, we had closed our offices and discontinued in-person internal and external events as the result of the COVID-19 pandemic. By May 2020, we had withdrawn our annual guidance due to the global economic contraction and uncertainty.
Despite the negative impact of the COVID-19 pandemic, we achieved significant financial and business results in fiscal 2021, including:2023, growing full year revenue to $2.75 billion, an increase of 26% year-over-year. We had record operating profits and grew subscription services revenue by 30% year-over-year.
SUSTAINED, HIGH
REVENUE GROWTH
ACCELERATED SUBSCRIPTION
SERVICES REVENUE GROWTH
REVENUE GROWTH IN
COVID-19 YEAR(in billions)
HIGH SUBSCRIPTION
SERVICES GROWTH
(in billions)(in millions)ü
We improved our Net Promoter Score (NPS) to 83.5.
pg34_barchartxfiscal2021xs.jpg
pg34_barchartxfiscal2021xh.jpg
üWe maintained a high customer NPS at 81.4, the highest in the industry, and added over 1,000 new customers duringcustomers.
We grew subscription ARR to $1.1 billion, up 30%
year-over-year.
We launched FlashBlade//S and expanded our offerings with Pure Fusion, Portworx Data Services, and our FlashArray family, and laid the fiscal year.groundwork for our new FlashBlade//E product.
We were again named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage.
pg39-bar_stablerevenue.jpg
üWe successfully acquired and integrated Portworx to deliver the industry’s most complete Kubernetes Data Services Platform.
pg39-bar_servicegrowth.jpg
ü
We ended the year with a stronger portfolio, with record sales in our Pure as-a-Service, FlashBlade, FlashArray//C and Portworx offerings.

32
image41.jpg
2023 PROXY STATEMENT
35

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
FISCAL 20212023 EXECUTIVE COMPENSATION HIGHLIGHTS
In fiscal 2021,2023, the key highlights of our executive compensation program included:
UPDATED PEER GROUPBASE SALARY AND BONUS TARGETSBONUS BASED ON PERFORMANCEEQUITY BASED ON PERFORMANCE
We updated our compensation peer group to ensure our executive compensation iswas comparable and competitive relative to similar software-driven technology companies.
We increased base salaries by a range of 0% to 14% and maintainedset bonus targets at similar rates at the same level for our executive officers. No changes were made for our officers who joined a few monthsas prior years — ranging from 80%to fiscal 2021.100% of base salary.
We set cash bonus targets based on a relative growth metricannual revenue, operating profit and customer NPS.

CashWe met or exceeded on these corporate metrics, and bonuses paid outwere earned based on a corporate performance factor of 125% and individual performance factors.

factors ranging from 100% to 120%.
We granted equity awards that were 100% dependent on a relative growthannual revenue and subscription ARR growth.
We exceeded on this combined corporate metric, to drive a focus on market share gains.

Equityand our equity awards were earned at 96%, based on corporate and other performance considerations.

maximum — 150% of target.
Mr. Giancarlo's actual pay was 2% below his target pay. This demonstrates the impact ofOur “pay for performance” design works. In fiscal 2023, we delivered revenue of $2.75 billion, growing 26% year-over-year, exceeding our 20% growth target, and non-GAAP operating profit was $457 million, exceeding our $305 million target. We increased our subscription ARR from $849 million to $1.1 billion, up 30% year-over-year, and maintained a high NPS of 81.4, the exercisehighest in our industry. We also held each executive officer accountable with individual performance objectives. Our executive officers delivered results in fiscal 2023 that exceeded the financial targets we set at the start of the committee’s COVID-19 related discretionyear, and individual performance factors for fiscal 2021. Mr. Giancarlo'saccordingly they received actual pay above target pay, was calculated using his base salary, target cash bonus,evidencing that our financial incentives are aligning the pay of our executives with the company’s success 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.stockholders' best interests.
NAMED EXECUTIVE OFFICERS DURING FISCAL 20212023
Our named executive officers for fiscal 20212023 are:
Charles Giancarlo, our Chairman and Chief Executive Officer;Officer (our CEO);
Kevan Krysler, our Chief Financial Officer;
John Colgrove, our Chief TechnologyVisionary Officer and Founder;
Ajay Singh, our Chief Product Officer; and
Paul Mountford,Dan FitzSimons, our former Chief OperatingRevenue Officer.
EXECUTIVE DESIGNATION DURING FISCAL 2023
In November 2020,December 2022, our board of directors designated Dan FitzSimons as an officer under Rule 16a-1(f) of the Exchange Act and as an executive officer under Rule 3b-7 of the Exchange Act. Mr. Mountford,FitzSimons has served as our Chief OperatingRevenue Officer stepped downsince November 2021. He previously served in various sales leadership roles at Pure from May 2015 to November 2021. His compensation is described throughout this section, including compensation decisions made prior to his role. He left Puredesignation as an employee atexecutive officer. We believe that our ability to offer competitive compensation enables us to hire and retain the end of fiscal 2021 and then continued to provide transitional consulting services through March 20, 2021.most qualified candidates for these important leadership roles.
ADVISORY VOTE ON EXECUTIVE COMPENSATION AND STOCKHOLDER ENGAGEMENT
pg36_piechartxstockholdera.jpgbarchart_advisoryvoteSupport.jpg
At our annual meeting of stockholders held in June 2020,2022, we held a non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote). Our stockholders approved the fiscal 2020 compensation of our named executive officers, with 90%97% of the votes cast in favor of our fiscal 20202022 compensation program. By the time this vote was conducted, many of the decisions relating to the compensation of our named executive officers for fiscal 2021 had already been made.
Our compensation committee has considered and intends to continue to consider the results of the annual Say-on-Pay vote, as thevotes. The prior results reflectvalidate our overall compensation philosophy and policies, and in makinghelp inform 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.
362021 PROXY STATEMENT
Image3.jpg
33

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
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;experience;
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 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 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 increaseand may be increased or decrease a payoutdecreased based on the individual performance of an executive officer against organization-specific goals 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, equity compensation is the primary incentive element of our executive compensation program. We emphasize the use of equity compensation to encourage our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to createwhich in turn creates value for our stockholders. For the last threefew years, we have used full value performance-based equity awards that may only be earned upon the achievement of company performance objectives. 100% of the annual equity awards granted to our executive officers are dependent on our corporate performance. As an example, in a prior fiscal year, eachperformance and any amount earned upon the achievement of our executive officers had their equity award reducedcompany performance objectives is also subject to 82.5% of target shares based on corporate performance.time-based vesting requirements. We believe that 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 throughout the year. As part of this review process, the committee applies the objectives described above within the context of our overall philosophy while simultaneously considering the compensation levels needed to ensure that our program remains competitive. The committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.
COMPENSATION-SETTING PROCESS
Our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of executive officers and in evaluating the financial and accounting implications of our compensation programs and hiring decisions. The committee is authorized to engage, and has engaged, its own 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.
34
image41.jpg

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
ROLE OF OUR EXECUTIVE OFFICERS
Our Chief Executive OfficerCEO and Chief PeopleHuman Resources Officer assist our compensation committee in evaluating the performance of our executive officers (other than their own performance) and make recommendations to the committee with respect to base salary adjustments, target cash bonus opportunities, actual bonus payments and equity awards for each executive officer.officer, other than for our CEO. While the committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers.
2023 PROXY STATEMENT37

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
ROLE OF COMPENSATION CONSULTANT
In fiscal 2021, ourOur compensation committee retained Compensiacompensation consultants to provide support and advice regarding our executive compensation program. Pursuant to this engagement, Compensia performed several projectsprogram for fiscal 2023. Aon’s Human Capital Solutions group (Aon Radford) consulted on compensation trends and regulatory developments, assisted the committee including:
assisted in evaluating and updating the compensation peer group that we use to understand competitive market compensation practices;
practices, provided compensation data and analysis with respect to compensation decisions at the compensationstart of our executive officers;
provided datafiscal 2023, and analysis relevant to the review of our severance benefit plan; and
conducted a compensation risk assessmentassessment. In July 2022, the committee engaged Meridian Compensation Partners (Meridian) as its independent executive compensation consultant. Meridian consulted with the committee and a review ofperformed projects for the committee, including reviewing our compensation philosophy.philosophy, advising the committee on final compensation determinations after the end of fiscal 2023, and preparing for program design and compensation decisions relating to future fiscal periods.
Compensia does not provide any additionalPure’s management also engaged with Aon plc and its affiliate for various insurance-related products and services and purchased compensation surveys and reports from Aon Radford as part of non-executive compensation practices for general survey data. Our compensation committee was aware of the nature and volume of the services performed by Aon affiliates and the compensation surveys and reports provided by Aon Radford collectively. In fiscal 2023, Meridian provided services to us other than the services it provides regardingrelating to our executive and director compensation program. Compensia maintains a conflict of interest policy that isprograms. Our compensation consultants maintain internal policies specifically designed to prevent any conflicts of interest. In addition, theThe committee assessed Compensia’sthe independence of Aon Radford and Meridian, taking into account, among other things, the factors set forth in Exchange Act rules and NYSE listing standards and concluded that no conflict of interest has arisen with respect to the work Compensia performsthese consultants perform 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 with similar revenues, significant revenue growth, headcount and mid-levelcomparable market capitalization, in the following sectors: applications software, systems software, internet software and services or information technology.
In preparation for fiscal 2021,2023, our compensation committee, in consultation with Compensia,Aon Radford, evaluated our compensation peer group and made adjustments, removing companies that were deemed less relevant or had been acquired during the previous 12 monthsyear and adding other more relevant technology companies of comparable size with which we may compete for talent. This peer group wasThe committee generally selected based ona group of peer companies that, at the time of evaluation, had annual revenue between $500$750 million and $3.0$5.5 billion, as well as market capitalizations generally between two to eight times annual revenue. We alsoThe committee generally sought to includeselected companies with double digitstrong annual revenue growth. Wegrowth, and it continued to retain some companies with substantially higher market capitalizations, in our peer group, as our compensationthe committee believesbelieved that these companies alignaligned well with ourPure's underlying business fundamentals.
Our compensation peer group for fiscal 20212023 consisted of the following companies:
Akamai (AKAM)Envestnet (ENV)Ziff Davis (ZD)Nutanix (NTNX)
Arista Networks (ANET)EnvestnetF5 (FFIV)j2 GlobalLogitech (LOGI)Palo Alto Networks (PANW)
Box (BOX)F5 NetworksGuidewire (GWRE)Logitech InternationalNetApp (NTAP)ProofpointSplunk (SPLK)
CisionDropbox (DBX)FireEyeJuniper Networks (JNPR)LogMeInSplunk
Cornerstone OnDemandFortinetNew Relic (NEWR)Teradata
DropboxGuidewire SoftwareNutanixUbiquiti NetworksZendesk (ZEN)
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.
382021 PROXY STATEMENT
Image3.jpg
35

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
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 performance-based equity awards.
The following charts show the pay mix for our Chief Executive OfficerCEO and, on average, Messrs. Krysler, Colgrove, Singh and ColgroveFitzSimons (based on base salary, target cash bonus and the values reported in the Summary Compensation Table)grant date fair value of equity awards at target):
CEO - % OF TOTAL TARGET PAY
pg42_barchartxceoxoftotal2.jpgpg10-bar_ceotargetpay.jpg
AVERAGE OF KRYSLER, COLGROVE, SINGH AND COLGROVEFITZSIMONS - % OF TOTAL TARGET PAY
pg42_barchartxneoxoftotal1.jpgbarchart_average.jpg
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 first established based on market competitive ranges and 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.warranted based on factors such as performance, role criticality and scope, market data and internal comparisons.
In February 2020,2022, our compensation committee reviewed and discussed the compensation arrangements for our executive officers and considered compensation data provided by Aon Radford, as well as observations regarding executive performance and compensation from our CEO. In March 2022, 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 its prior review and a competitive market analysis, performed by Compensia, increased the base salaries of Messrs. Giancarlo, Krysler, Colgrove and ColgroveFitzSimons to remain competitive with current market practices and to keep their target total cash compensation in-line with similarly situated executives within our company and at the companies in our compensation peer group. 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 the salaries of other recent executive hires at Pure. The annual base salariessalary for Messrs. Krysler and MountfordMr. Singh, who joined us in January 2021, remained unchanged given that they had each joined the company during the prior fiscal quarter.based on this process.
The following table sets forth the annual base salaries for our executive officers for fiscal 2021,2023, effective as of March 1, 2020:2022, compared to the annual base salaries for our executive officers for fiscal 2022:
NameFiscal 2020
Base Salary ($)
Fiscal 2021
Base Salary ($)
Percentage
Increase
Charles Giancarlo520,000 655,000 26 %
Kevan Krysler450,000 450,000 %
John Colgrove350,000 400,000 14 %
Paul Mountford520,000 520,000 %

Name
Fiscal 2022
Base Salary ($)
Fiscal 2023
Base Salary ($)
Percentage
Increase
Charles Giancarlo700,000800,00014%
Kevan Krysler475,000500,0005%
John Colgrove450,000475,0006%
Ajay Singh550,000550,0000%
Dan FitzSimons500,000510,0002%
36
image41.jpg
2023 PROXY STATEMENT
39

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
ANNUAL CASH BONUSES
We provide our executive officers the opportunity to earn annual cash bonuses on substantially the same basis as our employees who are eligible under our corporate bonus program. These cash bonuses are intended to encourage the achievement of corporate performance objectives, particularly our financial goals, as well as individual performance factors. The metrics and goals are set annually in connection with our annual business planning cycle, and are directly connected to our business plans and goals, and more specifically to organization-specific goals for each executive officer.
In February 2020,March 2022, our compensation committee reviewed the target cash bonus opportunities of our executive officers and determined that their target cash bonus opportunities would remain at the same levels, increasingother than for Mr. Krysler. Mr. Krysler’s target cash bonus opportunity was increased to align with our CEO’s pay structure and emphasize our pay-for-performance approach. Target cash bonuses increased in absolute dollars by the same amount as the associated salary increase.
The following table sets forth the annual target cash bonus opportunities (expressed as a percentage of base salary) of our named executive officers for fiscal 2021, based on the base salary changes made effective as of March 1, 2020:2023:
NameName
Fiscal 2021
Target Bonus ($)(1)
Bonus Opportunity as a % of Base SalaryName
Fiscal 2023
Target Bonus ($)
Bonus Opportunity as a % of Base Salary
Charles GiancarloCharles Giancarlo644,986 100 %Charles Giancarlo800,000100%
Kevan KryslerKevan Krysler360,000 80 %Kevan Krysler500,000100%
John ColgroveJohn Colgrove396,291 100 %John Colgrove475,000100%
Paul Mountford520,000 100 %
Ajay SinghAjay Singh440,00080%
Dan FitzSimonsDan FitzSimons510,000100%
(1)Prorated based on the March 1, 2020 effective date for any change to target cash bonus opportunity, if applicable.
In March 2020, the COVID-19 pandemic started to result in significant global social and business disruptions, altering both our operations and financial expectations for fiscal 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, ourOur compensation committee discussed and determined that the performance measures used in prior years would not be appropriate for fiscal 2021 and postponed the selection of the corporate performance metrics to May 2020.
In May 2020, despite substantial and continued uncertainty relating to the COVID-19 pandemic, our compensation committee decided to continue to emphasize the link between pay and performance in our executive compensation program, and after consultationalso met with management and its compensation consultant, the committee selected twoand reviewed potential corporate performance metrics relating to fiscal 2023 cash bonuses. The committee decided to continue with the same performance metrics as the prior fiscal year for theour fiscal 2023 company-wide cash bonus program: (1) a generally-accepted customer satisfaction measure called Net Promoter Score (NPS)program, specifically: (i) revenue, (ii) non-GAAP operating profit, and (2) a metric designed to measure Pure’s revenue growth relative to(iii) NPS, which in combination constitute 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 actualcorporate performance measured against the relative growth metric.factor.
These metrics were weighted as follows:
MeasureMetricWeightingRationale
Revenue60%To drive continued double-digit revenue growth
Operating Profit25%To demonstrate improved operating discipline and leverage
NPS Score20%15%To maintain or improve Pure’s customer experience during fiscal 2021
Relative growth metric80%To maintain or improve Pure’s market share during fiscal 2021
In selecting these metrics, our compensation committee believed that our management shouldwould be incentivized to maintain or improvegrow the size of Pure's business and take market share, while improving profitability and maintaining Pure’s customer experience, during fiscal 2021.2023.
Our compensation committee set stretch goals for the revenue and profit components that it viewed as difficult to achieve:
Revenue target: $2.615 billion in revenue, or 20% year-over-year growth.
Profit target: $305 million in non-GAAP operating profit, or a 30% year-over-year increase.
Our compensation committee selected NPS was selected as the best generally-accepted customer satisfaction measure. For years, we have usedOur customer-centric business model has been recognized by customers and the industry as a differentiator. We use a third party to conduct an NPS survey of our customers onregarding whether or not they would recommend us to their peers on a 1-10 scale. Our prior audited NPS was 82,85.2, the highest among Medallia’sscore benchmarked for B2B scores in 2019. Thecompanies by our third party vendor at that time. For fiscal 2023, the committee set a target range of 78 to 82 for 100% funding of the NPS portion that was deemed an appropriate measure of our success in maintaining or improving Pure's customer experience.
For purposes of the cash bonus program, for fiscal 2021. Our customer-centric business model has been recognized by customersnon-GAAP operating profit was defined as GAAP operating income excluding the following: effects of stock-based compensation expense, payments to former stockholders of an acquired company, payroll tax expense related to stock-based activities, impairment of right-of-use assets associated with cease-use of a certain facility, amortization expense of acquired intangible assets and the industry,acquisition-related transaction 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.integration expenses. 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 comparedreconciliation of this measure 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%comparable GAAP financial measure can be found in its prior fiscal year and, based on this methodology, the weighted storage revenue growth of the three competitors was -5.7%, resulting in 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 growthexhibit 99.1 to the company duringcurrent report on Form 8-K furnished to the COVID-19 pandemic.SEC on March 1, 2023.
402021 PROXY STATEMENT
Image3.jpg
37

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our compensation committee specifically discussed that the relative growth metric was expectedThe cash bonus components were subject to be a one-time alternative revenue 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. scaled payout ranges as follows:
Revenue
($M)
FundingOperating Profit ($M)FundingNPS ScoreFunding
Maximum2,725 150 %Maximum330 150 %Maximum86150 %
2,070 125 %318125 %85125 %
Target2,615 100 %Target305100 %Target range83
to
80
100 %
2,560 75 %29375 %Threshold< 80— %
2,505 50 %28050 %
Threshold< 2,505— %Threshold< 280— %
In addition to thesethe corporate performance metrics, our compensation committee would again considerfactor, specific goals for the individual performance factors were determined by our CEO, or in determining our executive officers’ overall bonus payouts, particularly during this unique year.the case of the CEO, by the committee, and in each case were designed to be stretch goals. The total corporate funding ranged from 80% at threshold to 130% at maximum, with a broader target range for 100% fundingcommittee considered the individual performance of each metric givenexecutive officer and determined an individual performance factor to increase or decrease a bonus payout based on the economic uncertainty created byindividual performance of an executive officer during 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 ScoreFundingRelative Revenue
Growth (pts)
Funding
Maximum85150 %Maximum30125.0 %
84125 %28118.8 %
83125 %23108.3 %
Target range78 to 82100 %Target range15 to 20100.0 %
ThresholdLess than 78— %1087.5 %
 881.9 %
575.0 %
ThresholdLess than 5— %
year.
During the remainder of fiscal 2021,2023, 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,September 2022, we paid 40% of the target cash bonus opportunity, consistent with the past practice and following review and approval by the committeeconfirmation that the company was on track to meet the thresholdreach target corporate performance level under the cash bonus program. The remaining amount of the bonus was paid in March 2021.
In February 2021, our compensation committee 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 91.6%.
NPS SCORE
OF 83.5REVENUE
RELATIVE REVENUE GROWTHNON-GAAP
OF 8.3 POINTSOPERATING PROFIT
CORPORATE
FUNDING
NPS SCORE
(125.0% X 20%)$2.75 billion+(83.2% X 80%)$457 million=91.6%81.4
(up 26% year-over-year)(up from $235 million in prior year)
In March 2023, our compensation committee reviewed our corporate performance for fiscal 2023, which was achieved as follows: (i) full year revenue of $2.75 billion, growth of 26%, against a target of $2.615 billion and exceeding the maximum revenue target of $2.725 billion, (ii) full year non-GAAP operating profit of $457 million, against a target of $305 million and far exceeding the maximum profit target of $330 million, and (iii) an audited NPS of 81.4, against a target range of 80 to 83. The committee considered this strong corporate performance and approved bonus funding for the corporate performance factor at 125%, which aligned with the corporate funding rate for our broad-based group of bonus-eligible employees.
Our compensation committee then evaluated the individual performance of our executive officers during fiscal 2021. Navigating2023, including the COVID-19 crisis required agilityspecific organizational goals set for each individual early in the fiscal year. These goals were focused around a few key themes for fiscal 2023, as follows: Grow Subscriptions, Accelerate Innovation, Become a Talent Magnet, Delight Customers and resilience by our executive officers and employees. Improve Business Excellence.
Our executive teamofficers made key strategic decisions focusing on innovation, including our $370 million acquisitionand led their respective teams to:
Grow subscription services revenue by 30% year-over-year, extend Pure's as-a-Service model across the full suite of Portworx solutions and introduce the new fleet-level Evergreen//Flex offerings.
Expand our core product portfolio with FlashBlade//S, Pure Fusion and Portworx Data Services, and design FlashBlade//E, an unstructured data repository built to handle exponential data growth with industry-leading energy efficiency.
Develop our employee base globally, including in Prague and Bangalore, with headcount increasing by approximately 22%, predominantly to advance our innovation, customer support,experience, and scalingsales coverage, and deliver on key diversity, equity, and inclusion initiatives.
Lead in key awards and recognitions by customers and industry analysts, including Gartner Magic Quadrants, and advance sustainability by further improving the environmental profile of Pure's portfolio and offering the first-of-its-kind Energy Efficiency SLA guarantee.
Establish and drive transformational, cross functional initiatives within the company, as well as the selection and we finished fiscal 2021 with 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 validationbuild out 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 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 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 eachheadquarters facility.
38
image41.jpg
2023 PROXY STATEMENT
41

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our compensation committee considered these accomplishments and Pure's financial and sales results, as well as the impact of the emerging global economic slowdown and other market dynamics. Our CEO recommended individual performance factors for each executive officer and provided the committee with the reasoning behind his recommendations. The committee discussed the individual performance factor for each executive officer and, with the CEO absent, for our CEO with our Chief People Officer.
CEO. After consideration of these recommendations,discussion, the committee made determinations relating to each executive officer’s individual performance.
The following table provides information regarding the target annual cashtarget bonus opportunities, corporate funding, individual performance factor, and the actual cash bonuses earned by our named executive officers for fiscal 2021:2023:
NameNameTarget Bonus ($)Corporate FundingIndividual Performance FactorActual Bonus Earned ($)Actual Bonus as a % of Target BonusNameTarget
Bonus ($)
Corporate
Performance Factor
Individual
Performance Factor
Actual Bonus
Earned ($)
Charles GiancarloCharles Giancarlo644,986 91.6 %125 %738,510 114.5 %Charles Giancarlo800,000125%100%1,000,000
Kevan KryslerKevan Krysler360,000 91.6 %130 %428,688 119.1 %Kevan Krysler500,000125%120%750,000
John ColgroveJohn Colgrove396,291 91.6 %125 %453,753 114.5 %John Colgrove475,000125%120%712,500
Paul Mountford520,000 91.6 %100 %476,320 91.6 %
Ajay SinghAjay Singh440,000125%120%660,000
Dan FitzSimonsDan FitzSimons510,000125%100%637,500
The committee evaluated each of our named executive officers individually and ultimately decided the individual performance factor for each of our named executive officers, which was multiplied by the 125% corporate performance factor for the final bonus amount. The actual bonus amounts above include the semi-annualpartial bonus payout in August 2020. Mr. MountfordSeptember 2022, and the remaining amount of the bonus, which was eligible for a bonus, as he continued to serve as an employee orpaid in a consulting role through March 2021, consistent withApril 2023, after the terms of his transition services agreement.final determinations described above.
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 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 in the form of restricted stock unitPSU awards as the primary form of equity incentive compensation to further align the interests of our executive officers with the interests of our stockholders and to incentivize themour executive officers through the appreciation in 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 data from our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of responsibilities, past performance, current equity holdings and expected future contributions. OverFor the last twoseveral years, our compensationthe committee has shifted to grantinggranted 100% PSU awards to better align our executive officers' financial incentives with company performance and the creation of stockholder value.
In February 2020, our compensation committee reviewedConsistent with the outstanding equity awards held by our executive officers and considered an analysis performed by Compensia, as well as the factors discussed above, including the unvested equity awards held by our executive officers and the market price of our common stock. Again,bonus design process, the committee postponedevaluated the selection ofPSU program design for fiscal 2023 at its meeting in February 2022 and finalized the corporate performance metrics for the PSU awards until May 2020 duein March 2022. Similar to the uncertainty relating to the COVID-19 pandemic.
In May 2020,prior years, our compensation committee granted PSU awards to our executive officers that were subject to a one-year performance period, with the earned share amount to be adjusted down or up or down from 75%within a range of 0% to 125%150% of the target share amount based on our achievement of a metric that was a combination of total revenue and the same fiscal 2021 relative growth metric, as usedincrease in our annual cash bonus program. If threshold performance was notsubscription ARR in fiscal 2023.
Subscription ARR serves as a reasonable directional measure for sales of our subscription services – a valuable indicator as Pure desires to grow its subscription services business. It is a key business metric that refers to total annualized contract value of all active subscription agreements on the last day of the quarter, plus on-demand revenue for the quarter multiplied by four. For example, if we met our original revenue guidance for fiscal 2023 of 20% growth, or $2.615 billion in revenue, but failed to grow our subscription ARR from $849 million at the end of fiscal 2022, then noless than 1% of the shares subject to the PSU awards would be earned.have been earned in fiscal 2023. This combined metric incentivized our executive team to prioritize both growth in overall revenue and in sales of subscription services. The earned shares, if any, would beare subject to an additionala time-based vesting requirement over a three-year period from March 2022, with 1/3rd vesting in March 20212023 and the remainder vesting quarterly thereafter. The committee also discussed the potentialthereafter, subject to exercise discretion as necessary to make adjustments dependingcontinued service with us 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 following table sets forth the PSU awards granted to our named executive officers for fiscal 2021:
NameTarget SharesMaximum Shares
Charles Giancarlo449,040 561,300 
Kevan Krysler194,584 243,230 
John Colgrove209,552 261,940 
Paul Mountford209,552 261,940 
each vesting date.
422021 PROXY STATEMENT
Image3.jpg
39

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
In February 2021,The following table sets forth the PSU awards (at target and maximum) granted to our named executive officers for fiscal 2023:
NameTarget SharesMaximum Shares
Charles Giancarlo303,890455,835
Kevan Krysler106,362159,543
John Colgrove106,362159,543
Ajay Singh106,362159,543
Dan FitzSimons91,167136,751
The following table presents potential payout multiples relative to the combined performance metric (total revenue and subscription ARR), with payouts between the minimum and maximum, to be determined on a linear basis:
Revenue + Subscription ARR ($M)Funding
Maximum3,860 150 %
3,804 130 %
3,776 120 %
3,748 110 %
Target3,720 100 %
3,685 88 %
3,659 75 %
3,580 50 %
Minimum< 3,440— %
During fiscal 2023, our compensation committee monitored the combined performance metric for the PSU awards, and in March 2023, the committee reviewed the financial performance of the company and determined that we delivered 8.3 pointsannual revenue of $2.75 billion, and subscription ARR of $1.1 billion, resulting in a combined result of over $3.85 billion, or 149.6% of target.
REVENUESUBSCRIPTION ARR
$2.75 billion$1.1 billion
(up 26% year-over-year)(up 30% year-over-year)
Based on the relative growth metric, and based on the foregoing scale, this would result in 83.2%level of achievement, our compensation committee approved a payout of 150% of the shares subject to the PSU awards, being earned.or the maximum shares under the awards, as disclosed above. 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 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:
Target SharesPayout Multiple
Relative to Target
Earned Shares
Charles Giancarlo449,040 96.0%431,079 
Kevan Krysler194,584 96.0%186,801 
John Colgrove209,552 96.0%201,170 
Paul Mountford209,552 96.0%201,170 
The shares of our common stock earned pursuant to the PSU awards were subject to a time-based vesting requirement, with 1/3rd of the total number of earned shares vesting on March 20, 2021 and the remainder vesting quarterly 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 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.
FY2020 BONUS AND TRANSITION PACKAGE FOR MR. MOUNTFORD
Mr. Mountford was paid a one-time bonus during fiscal 2021 for services rendered in the prior fiscal year. Mr. Mountford started collaborating with the company in October 2019 and delayed his start date with the 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 cyclevesting 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 management, our compensation committee approved a $100,000 payment to Mr. Mountford under our annual cash bonus program.2023.
Mr. Mountford was employed by the company through January 31, 2021. In connection with his transition, we entered into a transition services agreement with Mr. Mountford. Under the terms of this agreement, Mr. Mountford was eligible, to the 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 company through March 20, 2021, and subject to the terms of the 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 18 months following the end of 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 on the same terms and conditions as all other U.S. full-time employees.
40
image41.jpg

Table of Contents
PROPOSAL 3 - 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 provide perquisites to our executive 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 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.
2023 PROXY STATEMENT43

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
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 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
The grant of equity awards must be approved either by our board of directors or our compensation committee. Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. This policy provides that our Chief Executive OfficerCEO 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. 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 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 call options, hedging transactions, opening margin accounts, pledging our securities, or 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, ourOur board of directors has 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 board of directors. The policy applies to all incentive compensation paid, received, granted or awarded on or after the date the policy was adopted. We will adopt a Dodd-Frank compliant clawback policy, within the required timeframe, once the NYSE has adopted an SEC-approved listing standard that complies with Exchange Act Rule 10D-1. In addition to the foregoing, our Chief Executive OfficerCEO 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, ourOur board of directors adopted stock ownership guidelines for our executive officers and non-employee directors and our Section 16 officers.directors. Under these guidelines, each non-employeeexecutive officer and director is required to own shares of our common stock with a value equal to threeto:
5 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 eachfor our CEO.
2 times annual base salary for our executive officers, other Section 16 officer is required to own shares ofthan our common stock with a value equal to twoCEO.
5 times his or herannual base salary. retainer for our non-employee directors.
In determining ownership levels, credit is provided for shares held outright, shares “beneficially owned,” vested restricted stock units,RSUs, and vested shares under any deferred compensation plan, if applicable, andbut not for vested in-the-moneyor unvested stock options, net of the number of shares needed to pay the exercise price.options. 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 2021,2023, 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 time frames set out in the guidelines.
442021 PROXY STATEMENT
Image3.jpg
41

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
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 the committee’s determination include the following:
We structure our compensation program to consist of both fixed and variable components. The fixed component of our 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;
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;
We maintain internal controls over the determination of sales commissions, although we do not cap cash incentive awards for our sales commission plans because we wish to provide maximum incentive forreward our sales force to meet and exceedfor exceeding their objectives;
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;
Our compensation committee approves the overall annual equity pool and the employee equity award 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; 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)(Section 162(m)) of the Internal Revenue Code of 1986, as amended (the Code)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. 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) deduction limit. Although theThe committee will continue to consider tax implications as one factor in determining executive compensation, the committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of the company and its stockholders, which may includeincludes providing for compensation that is not deductible by the company due to the Section 162(m) deduction limit. The 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 business needs.
NO TAX REIMBURSEMENT OF PARACHUTE PAYMENTS AND DEFERRED COMPENSATION
We have not 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 2021,2023, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.


42
image41.jpg

Table of Contents
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
ACCOUNTING TREATMENT
We account for stock-based compensation in accordance with the authoritative guidance set forth inprovisions of 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.
20212023 PROXY STATEMENT4345

Table of Contents
PROPOSAL 4
FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
Our board of directors recommends a vote for 1 YEARas the frequency for future advisory votes to approve executive compensation
icon_checkmark.jpg
We are providing stockholders with the opportunity to vote, on an advisory basis, to approve the frequency for the advisory vote on Pure Storage’s executive compensation. In particular, we are asking whether the advisory vote on executive compensation should occur once every year, every two years or every three years. Our board of directors has determined that an annual advisory vote on executive compensation is the most appropriate alternative for Pure Storage.
Our board of directors’ determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted, and approved on an annual basis. As part of the annual review process, the board of directors believes that stockholder sentiment should be a factor that is taken into consideration by our board of directors and compensation committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as described in the proxy statement every year. We understand that our stockholders may have different views as to what is the best approach for Pure Storage, and we look forward to hearing from our stockholders on this agenda item every year.
This vote is advisory and therefore not binding on Pure Storage or our board of directors. Our board of directors and its committees value the opinions of our stockholders, and even though this vote will not be binding, our board of directors will take into account the outcome of this vote in making a determination on the frequency of future advisory votes to approve executive compensation.
Vote Required
An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required for a frequency alternative to constitute the recommendation of our stockholders. However, if none of the alternatives receives a majority vote, we will consider the frequency that receives the highest number of votes to be the frequency that has been selected by our stockholders.
46
Image3.jpg

Table of Contents
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE FOR FISCAL 20212023
The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 20212023 and, if applicable, the prior two fiscal years.
Name and Principal PositionFiscal
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Non–Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Charles Giancarlo
Chief Executive Officer
2021643,750 — 6,695,186 738,510 4,295 8,081,741 
2020518,333 — 7,842,176 361,895 2,775 8,725,180 
2019500,000 — 7,333,230 550,000 — 8,383,230 
Kevan Krysler(5)
Chief Financial Officer
2021450,000 — 2,901,247 428,688 4,127 3,784,062 
202065,625 1,000,000 7,208,360 — 2,813 8,276,797 
John Colgrove
Chief Technology Officer
2021395,833 — 3,124,420 453,753 11,007 3,985,014 
2020347,917 — 3,149,464 239,508 10,283 3,747,172 
2019322,917 — 2,964,919 280,937 — 3,568,773 
Paul Mountford (6)
Former Chief Operating Officer
2021520,000 100,000 3,124,420 476,320 394,126 4,614,867 
2020128,030 250,000 9,291,912 — 1,950 9,671,892 
Name and Principal PositionFiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Non–Equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Charles Giancarlo
Chief Executive Officer
2023791,667 — 9,469,212 1,000,000 23,244 11,284,123 
2022696,250 — 7,735,478 1,358,378 4,276 9,794,382 
2021643,750 — 6,695,186 738,510 4,295 8,081,741 
Kevan Krysler
Chief Financial Officer
2023497,917 — 3,314,240 750,000 6,096 4,568,253 
2022472,917 — 2,707,416 738,057 4,378 3,922,768 
2021450,000 — 2,901,247 428,688 4,127 3,784,062 
John Colgrove
Chief Visionary Officer
2023472,917 — 3,314,240 712,500 11,074 4,510,731 
2022445,833 — 2,707,416 870,141 11,920 4,035,310 
2021395,833 — 3,124,420 453,753 11,007 3,985,013 
Ajay Singh (4)
Chief Products Officer
2023550,000 — 3,314,240 660,000 5,871 4,530,111 
2022550,000 — 2,514,031 858,000 5,836 3,927,867 
Dan FitzSimons (5)
Chief Revenue Officer
2023509,167 — 2,840,764 637,500 32,501 4,019,932 
(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 dodoes not reflect the dollar amount actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the stockPSU 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 amountsrelating to such calculations 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,April 3, 2023, except that amounts for performance-based stockPSU 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 awardsand are reported at 100% target achievement. See “Compensation Discussion and Analysis” above for the share amounts actually earned infor fiscal 2021.2023. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 20212023 awards in the “Stock awards”Awards” column would be as follows: Mr. Giancarlo, $8,368,983;$14,203,819; Mr. Krysler, $3,626,559;$4,971,360; Mr. Colgrove, $3,905,525$4,971,360; Mr. Singh, $4,971,360 and Mr. Mountford, $3,905,525.FitzSimons, $4,261,146.
(3)(2)The amounts shown in thethis column represents bonuses earned by our named executive officers under our cash bonus program for employees for the stated fiscal years.
(4)(3)The amounts shown in this column for fiscal 20212023 represent company contributions that we made on behalf of the named executive officers under the Pure Storage, Inc.Pure's 401(k) Planplan, tax gross ups on work-from-home stipends made by us to eligible employees, cost for guests to participate in certain corporate events and tax gross ups on stipends made by us to certain eligible employees as a result of the COVID-19 pandemic.such costs. 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 amountamount. Tax gross ups paid were less than $25,000 in the aggregate for each named executive officer, and none of the amount for perquisites or personal benefits exceeded $25,000.
(4)Mr. Mountford includes a severance paymentSingh was designated an executive officer as of $390,000. Please see the "Compensation Discussion and Analysis - FY2020 Bonus and Transition Package for December 15, 2021.
(5)Mr. Mountford" elsewhere in this proxy statement.
(5)Mr. KryslerFitzSimons was appointeddesignated an executive officer as our Chief Financial Officer inof December 2019.
(6)Mr. Mountford served as our Chief Operating Officer from November 2019 until January 2021.14, 2022.
44
image41.jpg
2023 PROXY STATEMENT
47

Table of Contents
EXECUTIVE COMPENSATION
GRANTS OF PLAN–BASED AWARDS TABLE IN FISCAL 20212023
The following table presents information regarding each grant of a cash or equity award made during fiscal 2021.2023. 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
 ($)(3)
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
Grant Date Fair Value of Stock Awards
 ($)(3)
NameNameGrant DateThreshold
($)
Target
($)
Maximum
 ($)
Threshold
(#)
Target
(#)
Maximum
 (#)
NameGrant DateThreshold
($)
Target
($)
Maximum
 ($)
Threshold
(#)
Target
(#)
Maximum
 (#)
Charles GiancarloCharles Giancarlo2/25/2020515,989 644,986 838,482 — — — — Charles Giancarlo3/15/2022— 800,000 — — — — — 
5/19/2020— — — 336,780 449,040 561,300 6,695,186 4/20/2022— — — — 303,890 455,835 9,469,212 
Kevan KryslerKevan Krysler2/25/2020288,000 360,000 468,000 — — — Kevan Krysler3/15/2022— 500,000 — — — — — 
5/19/2020— — — 145,938 194,584 243,230 2,901,247 
4/20/2022— — — — 106,362 159,543 3,314,240 
John ColgroveJohn Colgrove2/25/2020317,033 396,291 515,178 — — — — John Colgrove3/15/2022— 475,000 — — — — — 
5/19/2020— — — 157,164 209,552 261,940 3,124,420 
Paul Mountford2/25/2020416,000 520,000 676,000 — — — — 
5/19/2020— — — 157,164 209,552 261,940 3,124,420 4/20/2022— — — — 106,362 159,543 3,314,240 
Ajay SinghAjay Singh3/15/2022— 440,000 — — — — — 
4/20/2022— — — — 106,362 159,543 3,314,240 
Dan FitzSimonsDan FitzSimons3/15/2022— 510,000 — — — — — 
4/20/2022— — — — 91,167 136,751 2,840,764 
(1)The target bonus amounts for fiscal 20212023 were established by our compensation committee in February 2020.March 2022. For further information regarding the fiscal 20212023 target cash bonuses, please see the “Compensation Discussion and Analysis-Annual CashAnalysis-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.”
(2)This performance-based stock award may be earned from 0% to 125%150% based on the achievement of a combined metric based on total revenue targetand subscription ARR for fiscal 2021,2023, which was established by our compensation committee in May 2020.March 2022. Once earned, this award willcontinued to be subject to time-based vesting, with 1/3rd of the earned shares vesting on March 20, 20212023 and the remaining earned shares vesting quarterly over the following two years. See “Compensation Discussion and Analysis-Equity Compensation”Analysis” above for the share amounts actually earned in fiscal 2021.                                 2023.
(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.                                


April 3, 2023.
482021 PROXY STATEMENT
Image3.jpg
45

Table of Contents
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AS OF JANUARY 31, 2021
FEBRUARY 5, 2023
The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, 2021.February 5, 2023.
Option Awards(1)
Stock Awards(1)
Option Awards(1)
Stock Awards(1)
NameNameNumber 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 ($)(2)
NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
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 GiancarloCharles Giancarlo427,083 
72,917(4)
12.84 8/22/2027— — — — Charles Giancarlo500,000 — 12.84 8/22/2027— — — — 
427083
72,917(4)
17.00 8/22/2027— — — — 500,000 — 17.00 8/22/2027— — — — 
— — — — 
87,140(5)
2,015,548 — — — — — — 35,925 (4)1,074,517 — — 
— — — — 
31,236(6)
722,489 — — — — — — 251,156 (5)7,512,076 — — 
— — — — 
128,860(7)
2,980,532 — — — — — — — — 303,890 9,089,350 
Kevan KryslerKevan Krysler— — — — 111,035 (6)3,321,057 — — 
— — — — — — 449,040 10,386,295 — — — — 15,568 (4)465,639 — — 
Kevan Krysler— — — — 
333,104(8)
7,704,696 — — 
— — — — 87,906 (5)2,629,268 — — 
— — — — — — 194,584 4,500,728 — — — — — — 106,3623,181,287
John ColgroveJohn Colgrove499,329 — 2.98 3/28/2024— — — — John Colgrove499,329 — 2.98 3/28/2024— — — — 
83,333 — 17.00 9/23/2025— — — — 125,000 — 17.00 9/23/2025— — — — 
— 
125,000(9)
17.00 9/23/2025— — — — 83,333 — 17.00 9/23/2025— — — — 
— — — — 
12,630(6)
292,132 — — — — — — 16,765 (4)501,441 — — 
— — — — 
51,752(7)
1,197,024 — — — — — — 87,906(5)2,629,268 — — 
— — — — — — 209,552 4,846,938 — — — — — — 106,362 3,181,287 
Paul Mountford— — — — 
371,083(10)
8,583,150 — — 
Ajay SinghAjay Singh— — — — 158,227(7)4,732,570 — — 
— — — — — — 209,552 4,846,938 — — — — 81,627 (5)2,441,464 — — 
— — — — — — 106,362 3,181,287 
Dan FitzSimonsDan FitzSimons25,000 — 17.00 10/6/2025— — — — 
— — — — 1,569 (8)46,929 — — 
— — — — 26,658 (9)797,341 — — 
— — — — 28,254 (10)845,077 — — 
— — — — 62,736 (5)1,876,434 — — 
— — — — — — 91,167 2,726,805 
(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.
(2)Based on $23.13$29.91, which was the closing price of our common stock on NYSE on January 29, 2021February 3, 2023 (the last trading day of our fiscal year).
(3)Amounts in this column represent the target shares for performance restricted stock units granted inPSU awards relating to fiscal 2021.2023. In February 2021, the Compensation CommitteeMarch 2023, our compensation committee determined the actual number of Earned Sharesearned shares, based on our fiscal 20212023 performance, as follows: Mr. Giancarlo: 431,079 Earned Shares;Giancarlo, 455,835 shares; Mr. Krysler, 186,801 Earned Shares;159,543 shares; Mr. Colgrove, 201,170 Earned Shares;159,543 shares; Mr. Singh, 159,543 shares; and Mr. Mountford, 201,170 Earned Shares.FitzSimons, 136,751 shares. One-third of the Earned Sharesearned shares vested on March 20, 20212023, 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.years.
(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 awardsRSUs vested as to 25%33% on SeptemberMarch 20, 20182021, with the remaining vesting quarterly in equal installments thereafter over a three-year period.the next two years.
(6)
2023 PROXY STATEMENT49

EXECUTIVE COMPENSATION
(5)These restricted stock awardsRSUs vested as to 33% on March 20, 20192022, with the remaining vesting quarterly in equal installments thereafter over the next two years.
(7)(6)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 unitsRSUs vested as to 25% on December 20, 2020, with the remaining vesting quarterly in equal installments over a three-year period.    the next three years.
(9)(7)These options vest monthlyRSUs vested as to 25% on March 20, 2022, with the remaining vesting quarterly in equal installments over the next three years.
(8)These RSUs vested, and continue to vest, in equal quarterly installments over a one-yearfour year period beginningthat commenced on February 1,March 20, 2019.
(9)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on March 20, 2020.
(10)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on March 20, 2021.
(10)Mr. Mountford terminated employment on January 31, 2021 and this stock award was subsequently canceled.                                                                                                                                 
46
image41.jpg

Table of Contents
EXECUTIVE COMPENSATION
STOCK AWARDS VESTED AND OPTIONS EXERCISED IN FISCAL 20212023
The following table summarizes the shares of common stock that were acquired by our named executive officers upon the vesting of stock awards and the exercise of stock option awards during fiscal 2021.2023.
Stock AwardsOption AwardsStock Awards
NameNameNumber of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)(1)
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)(2)
NameNumber of Shares
Acquired on Vesting
(#)
Value Realized
on Vesting
($)(1)
Charles GiancarloCharles Giancarlo583,648 8,848,546 — — Charles Giancarlo521,073 16,070,654 
Kevan KryslerKevan Krysler111,034 2,494,934 — — Kevan Krysler296,363 8,873,214 
John ColgroveJohn Colgrove132,773 1,875,985 100,671 866,777 John Colgrove200,470 6,155,883 
Paul Mountford123,694 2,779,404 — — 
Ajay SinghAjay Singh237,335 7,439,428 
Dan FitzSimonsDan FitzSimons133,049 4,075,531 
(1)The value realized on vesting is calculated asby multiplying the number of vested shares multipliedvesting by the closing market price of our common stock on the vesting date.
(2)
NONQUALIFIED DEFERRED COMPENSATION
The value realizedfollowing table shows executive contributions, earnings and account balances at the end of fiscal 2023 for each named executive officer participating in Pure's Deferred Compensation Plan.(1)
Name
Executive Contributions in Last FY ($)(2)
Registrant Contributions in Last FY ($)
Aggregate Earnings in Last FY ($)(3)
Aggregate Withdrawals/ Distributions ($)Aggregate Balance at Last FYE ($)
Charles Giancarlo— — — — — 
Kevan Krysler— — — — — 
John Colgrove— — — — — 
Ajay Singh34,375 — 469 — 34,844 
Dan FitzSimons— — — — — 
(1)In January 2023, our compensation committee adopted the Deferred Compensation Plan (the DCP), a non-qualified deferred compensation plan established in compliance with Section 409A of the Code. U.S. employees of Pure at the Vice President level and above, including our executive officers, are eligible to participate in the Plan. The DCP allows eligible participants to defer a portion of cash compensation derived from base salary, commissions and certain bonus awards. Deferred compensation will be paid on exercise is calculatedthe date or dates selected by the participant at the time of enrollment or any amendment of that election made in compliance with the requirements of Section 409A of the Code.
(2)The executive contributions listed in this column are reported as compensation in the difference between"salary" column of the closing market priceSummary Compensation Table for the fiscal 2023 year.
(3)The amounts reported in this column reflect notional earnings and losses based on investment of funds held in the participant's account that are made at the participant's direction. Investment vehicles available mirror those offered through our 401(k) Plan. Participants are not permitted to invest in Pure common stock through the DCP. Deferred compensation will be paid on the exercise date and the applicable exercise price of those options, multipliedor dates selected by the numberParticipant at the time of exercised shares.enrollment or any amendment of that election made in compliance with the requirements of section 409A of the Code. The Company has not included any portion of the earnings listed in this column as compensation in the Summary Compensation Table.
502021 PROXY STATEMENT
Image3.jpg
47

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.Messrs. Colgrove and FitzSimons. 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, 2021”February 5, 2023” 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 OfficerChairman and Chairman.CEO. Mr. Giancarlo’s current annual base salary is $700,000. Mr. Giancarlo$800,000, 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. Giancarlo is terminated without cause (as defined in his offer letter) or Mr. Giancarlo resigns for good reason (as defined in his 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)offer letter) 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 in full. Mr. Giancarlo must sign a release of claims agreement in favor of the company as a pre-conditionprecondition of receiving these severance payments and benefits.
KEVAN KRYSLER
In November 2019, we entered into an offer letter agreement with Mr. Krysler, our Chief Financial Officer. Mr. Krysler’s current base salary is $500,000, 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 performance objectives, as determined by our compensation committee.
JOHN COLGROVE
Mr. Colgrove’s current annual base salary is $475,000, 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 performance objectives, as determined by our compensation committee.
AJAY SINGH
Mr. Singh’s current base salary is $550,000, and he is eligible to earn a bonus with an annual target of 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 COLGROVEDAN FITZSIMONS
Mr. Colgrove’sFitzSimons’ current annual base salary is $450,000$510,000, 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.

48
image41.jpg
2023 PROXY STATEMENT
51

Table of Contents
EXECUTIVE COMPENSATION
CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN
In November 2020, we amended our existingWe have adopted a 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, 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 (a) 12 months of the then-current base salary for all named executive officers, other than the Chief Executive Officer,our CEO, or (b) 18 months of the then-current base salary for the Chief Executive Officer,our CEO, (ii) a lump sum cash payment equal to 12 months of the participant’s then-current annual target bonus, (iii) up to (a) 12 months of company-paid health insurance coverage for all named executive officers, other than the Chief Executive Officer,our CEO, or (b) 18 months of company-paid health insurance coverage for the Chief Executive Officer,our CEO, and (iv) accelerated vesting of 100% of the shares subject to each time-based vesting equity award held by such participant. 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,our CEO, or (b) 12 months of the then-current base salary for the Chief Executive Officerour CEO and (ii) up to (a) 6 months of company-paid health insurance coverage for all named executive officers, other than the Chief Executive Officer,our CEO, or (b) 18 months of company-paid health insurance coverage for the Chief Executive Officer.our CEO.
All payments and benefits made under the Severance Plan are subject to a “best after tax” provision in case they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Code. The tables below do not apply potential reductions due to the “best after tax” provision, if any. 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.
ACCELERATION UPON DEATH
In September 2015, our compensation committee amended all outstanding stock option awards to provide that ifthe event of the death of an employee dies while in a service relationship with us, all optionsequity awards 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.full. Pursuant to such award terms, each of Messrs. Giancarlo, Krysler, Colgrove, Singh and ColgroveFitzSimons would receive full acceleration of any time-based equity awards in the event of his death as of January 31, 2021,February 5, 2023, for an aggregate value of $17,302,161, $12,205,423$17,675,943, $9,597,252, $6,311,997, $10,355,321, and $7,102,343,$6,292,585 respectively, based on the closing market price of our common stock on January 31, 2021,February 3, 2023 (the last trading day of our fiscal year), which was $23.13$29.91 per share, and assuming full vesting of the performance-based awards 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 forfeited as of January 31, 2021, except for the remaining unvested earned shares under his fiscal 2021 PSU award which were forfeited as of March 20, 2021.
2021 PROXY STATEMENT49

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 terminateshad terminated his employment for good reason, effective as of January 31, 2021,February 5, 2023, other than in connection with a change of control of the company, under the Severance Plan described above.Plan. The actual amounts to be paid can only be determined at the time of any such event.
Name (1)
Name (1)
Cash Payment
($)
Benefit Continuation
($)
Total
($)
Name (1)
Cash Payment
($)(1)
Benefit Continuation
($)
Total
($)
Charles Giancarlo (2)
Charles Giancarlo (2)
655,000 46,631 701,631 
Charles Giancarlo (2)
800,000 46,575 846,575 
Kevan Krysler (3)
Kevan Krysler (3)
225,000 13,319 238,319 
Kevan Krysler (3)
250,000 15,525 265,525 
John Colgrove (3)
John Colgrove (3)
200,000 13,116 213,116 
John Colgrove (3)
237,500 15,308 252,808 
Ajay SinghAjay Singh220,000 14,248 234,248 
Dan FitzSimonsDan FitzSimons255,000 15,308 270,308 
(1)Mr. Mountford is not included in this table because he terminated employment with us on January 31, 2021.
(2)Reflects a cash payment (i) to Mr. Giancarlo equal to 12 months of Mr. Giancarlo’shis then-current base salary and 18 months of company-paid health insurance coverage.
(3)Reflects a cash paymentcoverage, and (ii) to each of the other executive officers equal to six months of the executive'stheir then-current base salary and six months of company-paid health insurance coverage.
52
Image3.jpg

Table of Contents
EXECUTIVE COMPENSATION
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 by the company without cause or if he terminates histermination of employment by the executive for good reason, effective as of January 31, 2021,February 5, 2023, in connection with a change of control of the company, under the Severance Plan described above.Plan. The actual amounts to be paid can only be determined at the time of any 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 
Name
Cash Payment
($)(1)
Benefit Continuation
($)(1)
Value of
Accelerated
Equity Awards
($)(1)(2)
Total
($)
Charles Giancarlo2,000,000 53,747 17,675,943 19,729,690 
Kevan Krysler1,000,000 31,050 9,597,252 10,628,302 
John Colgrove950,000 30,616 6,311,997 7,292,613 
Ajay Singh880,000 28,495 10,355,321 11,263,816 
Dan FitzSimons1,020,000 30,616 6,292,585 7,343,201 
(1)Based on the closing market price of our common stock as of January 31, 2021, which was $23.13
(2)Reflects (i) with respect to Mr. Mountford is not included in this table because he terminated employment with us on January 31, 2021.
(3)ReflectsGiancarlo, a cash payment equal to 18 months of Mr. Giancarlo'shis base salary, 12 months of Mr. Giancarlo'shis 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 been2023 as if earned at 100%) held by Mr. Giancarlo.
(4)ReflectsGiancarlo, and (ii) with respect to each of the other executive officers, 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 been2023 as if earned at 100%) held by the executive.
(2)Based on the closing market price of our common stock as of February 3, 2023 (the last trading day of our fiscal year), which was $29.91.
50
image41.jpg

Table of Contents
EXECUTIVE COMPENSATION
PAY RATIO INFORMATION
We are required to disclose the ratio of our Chief Executive Officer’sCEO’s annual total compensation to the annual total compensation of our median employee, referred to as “pay ratio” disclosure. As permitted by the SEC rules, we used the same median employee for fiscal 2021 that we identified for fiscal 2020 because there have not been significant changes to our employee population, employee compensation arrangements or the median employee's circumstances in fiscal 2021 that we believe would significantly affect our CEO pay ratio disclosure.
In identifying the median employee for fiscal 2020,2023, we identified our total employee population as of December 31, 2019,2022, other than our Chief Executive Officer.CEO. We compared the total of each employee’s aggregate salary, hourly pay, bonus and other cash compensation (such as on-call or overtime pay) actually paid, and the value of stock awards vested, during calendar 2019,2022, as reflected in our payroll records. We did not annualize the compensation of employees who were employed for less than the entire fiscal year.year or make cost of living adjustments. Using this approach, we determinedidentified an employee whose compensation was anomalous, as that individual was newly hired in 2022. As a result, we had two employees atsubstituted an employee near the median whose compensation was viewed as we had an even numbermore representative of employees.our median employee. We then calculated the annual total compensation for these employeesthis employee using the same methodology used to calculate annual total compensation for our Chief Executive OfficerCEO as set forth in the “Summary Compensation Table” above, and we selected the employee with a more representative set of compensation components.Table.”
For fiscal 2021,2023, the median of the annual total compensation of all employees of Pure (other than our Chief Executive Officer)CEO), based on the selected median employee, was $204,017,$186,143, and based on the annual total compensation for our Chief Executive OfficerCEO of $8,081,741,$11,284,123, our ratio of Chief Executive OfficerCEO pay to the median employee pay was 4061 to 1. The amounts included in the above pay ratio calculation reflect the grant date fair value of equity awards granted during fiscal 2021.2023.
The pay ratio above represents Pure’s reasonable estimate calculated in a manner consistent with the SEC rules, which allow for significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted the pay ratio rules, the ratio was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand our compensation practices and pay-ratiopay-ratio disclosures.
20212023 PROXY STATEMENT5153

Table of Contents
EXECUTIVE COMPENSATION
PAY VERSUS PERFORMANCE
We are providing the following information about the relationship between executive compensation actually paid (CAP), as defined under Item 402(v) of Regulation S-K, and certain financial performance measures of Pure. For further information concerning Pure’s variable pay-for-performance philosophy and how Pure aligns executive compensation with Pure’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)($)(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(e)($)(2)
Value of Initial Fixed $100
Investment Based on:
Fiscal Year
(a)
Summary
Compensation
Table for PEO
(b)($)(1)
Compensation
Actually Paid
to PEO
(c)($)(2)
Total
Shareholder
Return
(f)($)
Peer Group
Total
Shareholder
Return
(g)($)(4)
Net Income (Loss)
(in thousands)
(h)($)
Revenue
(in thousands)
(i)($)
202311,284,123 15,303,936 4,407,257 6,151,443 149 161 73,071 2,753,434 
20229,794,382 14,575,257 3,961,982 8,732,531 131 171 (143,259)2,180,848 
20218,081,741 14,452,520 4,127,981 8,083,765 115 152 (282,076)1,684,179 
(1)Total Compensation as set forth in the Summary Compensation Table in this proxy statement. Mr. Giancarlo served as our Principal Executive Officer (PEO) in each of fiscal 2023, 2022 and 2021.
(2)The Compensation Actually Paid (CAP) is determined in accordance with Item 402(v) of Regulation S-K. The fair value of stock options was determined using a Black-Scholes model, the fair value of PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date and the fair value of RSUs was based on the stock price on the vesting date. For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. Pure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary.
PEO2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)11,284,123 9,794,382 8,081,741 
 - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year)9,469,212 7,735,478 6,695,186 
 + Year-end fair value of unvested equity awards granted in the Covered Year9,089,350 10,600,618 10,386,295 
 + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year— — — 
 +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year2,086,128 1,973,507 4,319,563 
 +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year2,313,548 (57,773)(1,639,893)
 - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year.— — — 
CAP TO PEO (column c)15,303,936 14,575,257 14,452,520 
54
Image3.jpg

Table of Contents
EXECUTIVE COMPENSATION
AVERAGE FOR NON-PEO NEOS2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)4,407,257 3,961,982 4,127,981 
 - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year)3,195,871 2,642,954 3,050,029 
 + Year-end fair value of unvested equity awards granted in the Covered Year3,067,667 6,095,363 4,731,534 
 + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year— — — 
 +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year960,605 1,177,864 2,172,166 
 +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year911,786 140,277 102,112 
 - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year.— — — 
AVERAGE CAP TO NON-PEO NEOs (column e)6,151,443 8,732,531 8,083,765 
(1)Average of the Total Compensation as set forth in the Summary Compensation Table in the proxy statement for the applicable year for the named executive officers, other than our PEO, which are comprised of the following individuals: for 2023, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford.
(2)Based on the NYSE Arca Tech 100 Index.
Compensation Actually Paid
vs. Company TSR & Peer Group TSR
Compensation Actually Paid
vs. Net Income
pg55-bar_capvstsr.jpg
pg55-bar_capvsnet.jpg
Compensation Actually Paid
vs. Revenue
pg55-bar_capvsrevenue.jpg
We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2023, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.”
Revenue
Non-GAAP Operating Profit
Subscription Services Revenue
Subscription ARR
NPS
2023 PROXY STATEMENT55

Table of Contents
STOCK OWNERSHIP INFORMATION
SECURITY OWNERSHIP
The following table sets forth, as of March 28, 2021,April 2, 2023, certain information with respect to the beneficial ownership of our common stock: (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of our common stock, (b) by each of our directors, (c) by each of our named executive officers, and (d) by all of our current executive officers and directors as a group.
The percentage of shares beneficially owned shown in the table is based on 282,923,984307,787,050 shares of common stock outstanding as of March 28, 2021.April 2, 2023. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our common stock subject to options held by the person that are currently exercisable or exercisable within 60 days of March 28, 2021April 2, 2023 and shares or our common stock subject to RSUs which vest within 60 days of March 28, 2021.April 2, 2023. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.
Except as otherwise noted below, the address for persons listed in the table is c/o Pure Storage, Inc., 650 Castro Street, Suite 400, Mountain View, California 94041.
Name of Beneficial OwnerName of Beneficial OwnerCommon StockShares Subject to Options Exercisable as of March 28, 2021 or Which Become Exercisable Within 60 Days of This DateShares Subject to RSUs Which Vest Within 60 Days of March 28, 2021Total Shares%Name of Beneficial OwnerCommon StockShares Subject to Options Exercisable as of April 2, 2023 or Which Become Exercisable Within 60 Days of This DateShares Subject to RSUs Which Vest Within 60 Days of April 2, 2023Total Shares%
Executive Officers:Executive Officers:Executive Officers:
Charles Giancarlo(1)
Charles Giancarlo(1)
1,005,534 937,500 — 1,943,034 *
Charles Giancarlo(1)
1,362,957 1,000,000 — 2,362,957 *
John Colgrove(2)(1)
John Colgrove(2)(1)
13,935,733 624,328 — 14,560,061 5.1
John Colgrove(2)(1)
14,090,896 707,662 — 14,798,558 4.8
Kevan KryslerKevan Krysler103,317 — — 103,317 *Kevan Krysler324,091 — — 324,091 *
Paul Mountford— — — — — 
Ajay SinghAjay Singh139,164 — — 139,164 *
Dan FitzSimonsDan FitzSimons4,731 25,000 — 29,731 *
Directors:Directors:Directors:
Andrew BrownAndrew Brown22,606 — — 22,606 *Andrew Brown32,195 — — 32,195 *
Scott Dietzen(3)
2,126,374 — 2,126,374 *
Mark Garrett39,537 313,333 — 352,870 *
Scott Dietzen (2)
Scott Dietzen (2)
2,153,193 — — 2,153,193 *
John MurphyJohn Murphy13,051 — — 13,051 *
Jeff RothschildJeff Rothschild46,492 — 1,880 48,372 *Jeff Rothschild80,830 — — 80,830 *
Anita Sands24,537 211,333 — 235,870 *
Roxanne TaylorRoxanne Taylor31,855 — — 31,855 *Roxanne Taylor73,474 — — 73,474 *
Susan TaylorSusan Taylor34,460 — 1,673 36,133 *Susan Taylor72,993 — — 72,993 *
Greg TombGreg Tomb8,645 — 2,161 10,806 *Greg Tomb12,801 — 2,161 14,962 *
All directors and executive officers as a group (11 persons)17,379,090 2,086,494 5,714 19,471,298 6.8
Mallun YenMallun Yen18,180 — — 18,180 *
All directors and executive officers as a group (13 persons)All directors and executive officers as a group (13 persons)18,378,556 1,732,662 2,161 20,113,379 6.5
5% Stockholders:5% Stockholders:5% Stockholders:
ARK Investment Management LLC(4)
41,161,248 — — 41,161,248 14.5
FMR and affiliated entities (3)
FMR and affiliated entities (3)
40,587,362 — — 40,587,362 13.2
The Vanguard Group (4)
The Vanguard Group (4)
27,762,874 — — 27,762,874 
BlackRock, Inc. (5)
BlackRock, Inc. (5)
15,495,310 — — 15,495,310 5
*    Denotes less than 1%
5256
Image3.jpg

Table of Contents
STOCK OWNERSHIP INFORMATION
Name of Beneficial OwnerCommon StockShares Subject to Options Exercisable as of March 28, 2021 or Which Become Exercisable Within 60 Days of This DateShares Subject to RSUs Which Vest Within 60 Days of March 28, 2021Total Shares%
FMR and affiliated entities(5)
22,267,204 — — 22,267,204 7.9
The Vanguard Group(6)
21,726,818 — — 21,726,818 7.7
Champlain Investment Partners(7)
19,304,832 — — 19,304,832 6.8
William Blair Investment Management(8)
15,709,115 — — 15,709,115 5.6
T. Rowe Price Associates, Inc.(9)
17,101,963 — — 17,101,963 6
*Denotes less than 1%
(1)Includes 161,182 shares of Class A Common Stock which are unvested and subject to our right of repurchase.
(2)Includes (i) 41,401 shares of Class A Common Stock which are unvested and subject to our right of repurchase, (ii) 2,765,000 shares held by Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE, (iii)(ii) 2,765,000 shares held by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE, and (iv)(iii) 701,959 shares held by the Colgrove Family Living Trust, over which Mr. Colgrove shares voting and dispositive power.
(3)(2)Includes (i) 1,718,4561,556,083 shares of Class A Common Stock held by Scott Dietzen and Katherine Dietzen, Co-Trustees of the Dietzen Living Trust, dated 1/16/2009, and (ii) 347,000173,500 shares of Class A Common Stock held by JP Morgan Trust Company of Delaware, as Trustee of the Davis Louis Dietzen Family IrrevocableGST Exempt Trust under agreement dtd 3/25/2014, and (iii) 173,500 shares of Class A Common Stock held by JP Morgan Trust Company of Delaware, as Trustee of the Willa Sloan Dietzen GST Exempt Trust under agreement dtd 3/25/2014.
(4)Based on information contained in a schedule 13G filed on February 16, 2021. The Schedule 13G reports that ARK Investment Management LLC has sole voting power with respect to 37,511,255 shares, shared voting power with respect to 2,624,570 shares and sole dispositive power with respect to 41,161,248 shares. ARK Investment Management LLC is located at 3 East 28th Street, 7th Floor, New York, NY 10016.    
(5)(3)Based on information contained in a schedule 13G/A filed on February 8, 2021.9, 2023. The Schedule 13G/A13G reports that FMR LLC has sole voting power with respect to 9,690,37140,578,527 shares and sole dispositive power with respect to 22,267,20440,587,362 shares. FMR LLC is located at 245 Summer St, Boston, MA 02210.
(6)(4)Based on information contained in a schedule 13G/A filed on February 10, 2021.9, 2023. The Schedule 13G/A13G reports that The Vanguard Group has shared voting power with respect to 175,318127,804 shares, sole dispositive power with respect to 21,356,40627,357,907 shares, and shared dispositive power with respect to 370,412404,967 shares. The Vanguard Group is located at 100 Vanguard Blvd, Malvern, PA 19355.
(7)(5)Based on information contained in a schedule 13G filed on February 12, 2021.7, 2023. The Schedule 13G reports that Champlain Investment Partners, LLCBlackRock, Inc. has sole voting power with respect to 16,576,63714,748,528 shares and sole dispositive power with respect to 19,304,83215,495,310 shares. Champlain Investment Partners, LLC is located at 180 Battery Street, Burlington, VT 05401.
(8)Based on information contained in a schedule 13G filed on February 11, 2021. The Schedule 13G reports that William Blair Investment Management, LLC has sole voting power with respect to 13,978,258 shares and sole dispositive power with respect to 15,709,115 shares. William Blair Investment Management LLC is located at 150 North Riverside Plaza, Chicago, IL 60606.    
(9)Based on information contained in a schedule 13G filed on February 16, 2021. The Schedule 13G reports that T. Rowe Price Associates, Inc. has sole voting power with respect to 1,517,996 shares and sole dispositive power with respect to 17,101,963 shares. T. Rowe Price Associates,BlackRock, Inc. is located at 10055 East Pratt St, Baltimore, MD 21202.

52nd Street, New York, NY 10055.
Delinquent SectionDELINQUENT SECTION 16(a) ReportsREPORTS
Section 16(a) of the Securities Exchange Act of 1934 and the rules of the SEC require our directors and executive officers to file reports of their ownership and changes in ownership of common stock with the SEC. Our personnel generally prepare and file these reports for our directors and officers on the basis of information obtained from each director and officer and pursuant to a power of attorney. Due to administrative error, one Form 4 for Mr. Tomb reporting one transaction was filed late. Based upon a review of filings with the SEC and/or written representations, that no other reports were required, we believe that all of our directors and executive officers and, to our knowledge, beneficial owners of more than 10% of our common stock otherwise complied during fiscal 2021 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.during fiscal 2023.
20212023 PROXY STATEMENT5357

Table of Contents
STOCK OWNERSHIP INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plan information as of January 31, 2021.February 5, 2023.
Plan CategoryPlan Category
(a) Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
(b) Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights(2)
(c) Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))(3)
Plan Category
(a) Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
(b) Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights(2)
(c) Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))(3)
Equity plans approved by stockholdersEquity plans approved by stockholders46,145,010 $10.42 17,979,856 Equity plans approved by stockholders34,353,040 $11.92 25,971,394 
Equity plans not approved by stockholders(4)
Equity plans not approved by stockholders(4)
— $— — 
Equity plans not approved by stockholders(4)
— $— — 
TOTALTOTAL46,145,010 17,979,856 TOTAL34,353,040 25,971,394 
(1)Includes our 2009 Equity Incentive Plan and the 2015 Plan, but does not include future rights to purchase shares under our ESPP, which depend on a number of factors described in our ESPP.
(2)The weighted average exercise price is calculated based solely on outstanding stock options and excludes the shares of common stock included in column (a) that are issuable upon the vesting of 29,388,459(i) 26,059,734 shares under stock awards then outstanding under our 2015 Plan and (ii) 700,786 shares under stock awards then outstanding under the Portworx Inc. 2020 Equity Incentive Plan, none of which have noan exercise price.
(3)Includes our 2015 Plan and ESPP. Includes our 2015 Plan and ESPP. Our 2015 Plan provides that the total number of shares of common stock reserved for issuance thereunder will be automatically increased, on the first day of each fiscal year in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month prior to the date of each automatic increase, or a lesser number of shares determined by our board of directors. Our ESPP provides that the number of shares of common stock available for issuance thereunder is automatically increased on February 1st of each fiscal year by the lesser of (i) 1% of the total number of shares of our common stock outstanding on the last day of the calendar month prior to the date of the automatic increase, and (ii) 3,500,000 shares; provided that our board of directors may determine that such increase will be less than the amount set forth above.
(4)Excludes stock options and restricted stock unitsRSUs assumed by Pure in connection with the acquisition of Portworx Inc. As of January 31, 2021,February 5, 2023, a total of 1,804,052975,192 shares of common stock were issuable upon the exercise of outstanding stock options and 1,987,167700,786 shares of common stock were issuable upon the vesting of RSUs under those assumed awards. The weighted average exercise price of those outstanding stock options is $1.75$1.76 per share. No additional awards may be granted under those assumed arrangements.

5458
Image3.jpg

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on June 15, 2021

14, 2023
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the Notice) because our board of directors is soliciting your proxy to vote at the 20212023 annual meeting of stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The proxy statement and annual report are available at www.proxyvote.com.
We intend to mail the Notice on or about May 5, 20212023 to all stockholders of record.
How do I attend and participate in the annual meeting online?
We will be hosting the meeting via live webcast only. Any stockholder of record can attend the meeting live online at www.virtualshareholdermeeting.com/PSTG2021PSTG2023. The webcast will start at 9:008:30 am PT on June 15, 2021.14, 2023. Stockholders may vote and submit questions while attending the meeting online. The webcast will open at 8:45 a.m.15 am PT on June 15, 2021.14, 2023.
In order to enter the meeting, you will need the 16-digit control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/PSTG2021PSTG2023. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2021PSTG2023.
Who can vote at the meeting?
Only stockholders of record at the close of business on April 16, 202117, 2023 will be entitled to vote at the meeting. On thisthe record date, there were 283,289,917307,240,635 shares of common stock outstanding and entitled to vote.
A list of stockholders entitled to vote will be available for 10 days prior to the annual meeting at our headquarters, 650 Castro Street, Suite 400, Mountain View, California 94041. If you would like to view the stockholder list, please contact our Investor Relations Department at ir@purestorage.com to schedule an appointment or for alternative arrangements to the extent office access is impracticable due to the COVID-19 pandemic.appointment. In addition, a list of stockholders of record will be available in the online meeting portal during the meeting for inspection by stockholders of record for any legally valid purpose related to the meeting.
Stockholder of Record: Shares Registered in Your Name
If, on April 16, 2021,17, 2023, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

2021 PROXY STATEMENT55

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 16, 2021,17, 2023, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the virtual annual meeting. SinceBecause you are not the stockholder of record, you may vote your shares online during the meeting only by following the instructions from your broker, bank or other agent.
2023 PROXY STATEMENT59

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
What am I voting on?
There are threefour matters scheduled for a vote:
Election of three Class IIIII directors to hold office until our 20242026 annual meeting of stockholders;
Ratification of the selection of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending February 6, 2022; and4, 2024;
Approval, on an advisory basis, of the compensation of our named executive officers, as described in this proxy statement.statement; and
Approval, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers.
What if another matter is properly brought before the meeting?
Our board of directors knows of no other matters that will be presented for consideration at the meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
Will I be able to ask questions at the annual meeting?
You will be able to submit written questions during the annual meeting by following the instructions that will be available on the annual meeting website during the annual meeting. Only questions pertinent to meeting matters or the Company and submitted in accordance with the meeting’s Rules of Conduct will be answered during the meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. The meeting’s Rules of Conduct will be available on the annual meeting website.
If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions at investor.purestorage.com. The questions and answers will remain available until Pure’s 2022 Proxy Statementnext proxy statement is filed. We also encourage you to read our Form 10-K for fiscal 20212023, which is available at www.proxyvote.com.
How do I vote?
The procedures for voting are fairly simple as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online during the meeting, vote by proxy through the internet, vote by proxy over the telephone, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded.
To vote online during the meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/PSTG2021PSTG2023, starting at 8:45 a.m.15 am PT on June 15, 2021.14, 2023.
To vote online before the meeting, go towww.proxyvote.com.www.proxyvote.com.
To vote by telephone, call 1-800-690-6903.
To vote by mail, simply complete, sign and date the proxy card or voting instruction card, and return it promptly in the envelope provided.
If we receive your vote by internet or phone or your signed proxy card up until 11:59 p.m. Eastern Time the day before the 20212023 annual meeting of stockholders, we will vote your shares as you direct. To vote, you will need the 16-digit control number in the Notice, on your proxy card or in the instructions that accompanied the proxy materials.

56
image41.jpg

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the meeting, you must follow the instructions from your broker, bank or other agent.
60
Image3.jpg

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Can I change my vote after submitting my proxy?
Yes. If you are a record holder of shares, you may revoke, subject to the voting deadlines above, your proxy by:
Submitting another properly completed proxy card with a later date;
Granting a subsequent proxy by telephone or through the internet;
Sending a timely written notice that you are revoking your proxy to our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041; or
Attending and voting online during the meeting. Simply attending the meeting will not, by itself, revoke your proxy.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by such party.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote online during the meeting, through the internet, by telephone or by completing your proxy card, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the NYSE deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1, 3 or 34 without your instructions but may vote your shares on Proposal 2 even in the absence of your instruction.
Please instruct your bank, broker or other agent to ensure that your vote will be counted.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote but do not make specific choices, your shares will be voted FOR the election each of the nominees for Class IIIII director, FOR the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm, and FOR the advisory approval of named executive officer compensation and every ONE year regarding the frequency of future advisory votes on named executive officer compensation. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
How many votes do I have?
Each holder of common stock will have the right to one vote per share.
How many votes are needed to approve each proposal?
Proposal 1:The three nominees for Class IIIII directors that receive the highest number of FORvotes will be elected. Only votes “For” will affect the outcome.
Proposal 2:The ratification of the selection of our independent registered public accounting firm must receive FORvotes 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.
Proposal 3:The advisory approval of the compensation of our named executive officers must receive FORvotes 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.

Proposal 4: The number of years that receives the highest number of votes will be the recommended frequency of future advisory votes on the compensation of our named executive officers.
20212023 PROXY STATEMENT5761

Table of Contents
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 3,4, 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 ProposalProposals 1 and 4, abstentions are not considered WITHHOLD votes or votes cast FOR 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 and 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 5, 2022,2024, 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 15, 202213, 2024 or later than July 15, 2022,13, 2024, 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 15, 202214, 2024 and March 17, 2022;15, 2024; provided that if the date of that annual meeting of stockholders is earlier than May 15, 202213, 2024 or later than July 15, 2022,13, 2024, 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.

5862
Image3.jpg

Table of Contents
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, Suite 400, Mountain View, California 94041.

20212023 PROXY STATEMENT5963

Table of Contents
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Our board of directors knows of no other matters that will be presented for consideration at the 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
image_36.jpgNIki_Signature.jpg
CHARLES GIANCARLO
ChairmanNICOLE ARMSTRONG
Chief Legal Officer and Chief Executive Officer
Corporate Secretary
Mountain View, California
May 5, 20212023

We have filed our Annual Report on Form 10-K for the fiscal year ended January 31, 2021February 5, 2023 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, 2021February 5, 2023 is available without charge upon written request to ir@purestorage.com or to our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041.



6064
Image3.jpg

Table of Contents
cover_back1.jpgback-cover.jpg



Table of Contents
image2.jpgproxycard1.jpg




Table of Contents
image1.jpg
proxycard2.jpg