2024
Notice & Proxy Statement
2023
Annual Report
DEAR ARISTA NETWORKS STOCKHOLDERS:
As we wrapped up another fantastic year in 2023, I was so proud of the team's execution across multiple dimensions. Simply put, we outpaced the industry in quality, support and innovation. We continue to set the direction for the future of networking, including the next era of AI, working intimately with our strategic customers. I am delighted to share Arista's 2023 milestones and innovations.
2023 MILESTONES:
- Revenue for our fiscal year 2023 was $5.86 billion, an increase of 33.8% compared to fiscal year 2022.
- Arista announced the next generation 7130 Series for ultra-low latency switching that accelerates 25G networking and addresses the need for 25G market data distribution and High-Frequency Trading (HFT) environments.
- Arista announced the expansion of its Zero Trust Networking Architecture that uses the underlying network infrastructure to break down security silos, streamline workflows and enable an integrated zero trust program. Through Arista developed technologies and alliances with key partners, Arista's approach uses the network to compensate for harder-to-implement zero trust controls across the domains of devices, workloads, identity, and data.
- Arista and the founding members of the Ultra Ethernet Consortium have set out on a mission to enhance the capabilities of Ethernet for AI and HPC through the arrival of Open AI Networking.
- Arista introduced AI-Driven Network Identity, a cloud-delivered,AI-driven network identity service for enterprise security and IT operations.
- Arista expanded its Cognitive Campus with the introduction of Arista CUE™ (Cognitive Unified Edge) to enable commercial customers to accelerate new services and technology innovations by consolidating multiple security and networking functions into an "edge as a service" cloud-managed solution.
- Arista introduced the Arista WAN Routing System which combines three new networking offerings: enterprise-class routing platforms, carrier/cloud-neutral internet transit capabilities, and CloudVision Pathfinder Service to simplify and improve customer wide area networks.
- Arista announced its range of products and solutions, along with perspectives on petascale era of cloud networking and the systems and optics required to meet the demands of new AI/ML-driven network architectures.
- Arista named a leader in the Forrester Wave: Network Analysis and Visibility which noted "Arista Networks' deployment flexibility is second to none."
We are pleased with Arista's continued innovation in bringing new and differentiated products to market, supporting our customers to meet the needs and business challenges of an increasingly data-centric and connected world.
I thank Arista stockholders, customers, partners and our employees for your continued support.
Jayshree Ullal
Chief Executive Officer and Chairperson
Arista Networks, Inc.
April 24, 2024
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 11:00 a.m. Pacific Time on Friday, June 7, 2024
Dear Stockholders of Arista Networks, Inc.:
The 2024 annual meeting of stockholders of Arista Networks, Inc. (the "Company"), a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"), will be held on Friday, June 7, 2024 at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted in a virtual format to provide convenience to our stockholders and enable increased stockholder participation. You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/ANET2024. To access the virtual meeting, you will need to enter the control number included in your Notice of Internet Availability of Proxy Materials (the "Notice"), on your proxy card or on the instructions that accompanied your proxy materials.
Our board of directors has fixed the close of business on April 9, 2024 as the record date for the Annual Meeting. Only stockholders of record on April 9, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year's annual meeting as a stockholder, you must follow the instructions set forth on page 10 of the accompanying proxy statement.
On or about April 24, 2024, we expect to mail to our stockholders the Notice, which provides instructions on how to access our proxy statement for the Annual Meeting and our annual report to stockholders, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card.
YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.
We appreciate your continued support of Arista Networks, Inc. and look forward to either greeting you virtually at the Annual Meeting or receiving your proxy.
By order of the Board of Directors,
JAYSHREE ULLAL
Chief Executive Officer, Chairperson and President
Santa Clara, California
April 24, 2024
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TABLE OF CONTENTS
2024 PROXY STATEMENT SUMMARY | 1 | Auditor Independence | 36 | |
Audit Committee Policy on Pre-Approval of Audit and | ||||
CORPORATE RESPONSIBILITY | 4 | |||
Permissible Non-Audit Services of Independent | ||||
Registered Public Accounting Firm | 36 | |||
QUESTIONS AND ANSWERS | 10 | |||
Vote Required | 36 | |||
BOARD OF DIRECTORS AND CORPORATE | PROPOSAL NO. 4 APPROVAL OF THE AMENDED, | |||
GOVERNANCE | 14 | RESTATED AND EXTENDED 2014 EQUITY | ||
INCETIVE PLAN | 37 | |||
Nominees for Director | 18 | |||
Continuing Directors | 19 | Summary of the Restated Plan | 39 | |
Summary of U.S. Federal Income Tax Consequences | 41 | |||
Key Elements of Board Independence at Arista | 22 | |||
New Plan Benefit | 44 | |||
Director Commitments | 22 | Vote Required | 44 | |
Board Leadership Structure | 22 | EXECUTIVE OFFICERS | 46 | |
Lead Independent Director | 23 | |||
EXECUTIVE COMPENSATION | 48 | |||
Board Evaluation Process | 23 | |||
Board Meetings and Committees | 24 | Compensation Discussion and Analysis | 48 | |
Compensation Committee Interlocks and Insider | Overview | 49 | ||
Participation | 27 | Effect of Most Recent Stockholder Advisory Vote on | ||
Considerations in Evaluating Director Nominees | 27 | Executive Compensation | 51 | |
Stockholder Recommendations for Nominations to the | Executive Compensation Philosophy and Objectives | 51 | ||
Board of Directors | 28 | Executive Compensation Program Components | 54 | |
Stockholder Outreach | 29 | Executive Officer Employment Arrangements | 59 | |
Communications with the Board of Directors | 29 | Fiscal 2023 Summary Compensation Table | 62 | |
Role of Board of Directors in Risk Oversight | 29 | Outstanding Equity Awards at 2023 Fiscal Year-End | 63 | |
Executive Talent Management and Succession Planning | 31 | Fiscal 2023 Grants of Plan-Based Awards | 66 | |
Director Compensation | 31 | Fiscal 2023 Option Exercises and Stock Vested | 67 | |
PROPOSAL NO. 1 ELECTION OF DIRECTORS | 33 | Pension Benefits | 67 | |
Nonqualified Deferred Compensation | 67 | |||
Nominees | 33 | Potential Payments Upon Termination or Change in | ||
Vote Required | 33 | Control | 68 | |
PROPOSAL NO. 2 ADVISORY VOTE ON | Risk Assessment and Compensation Practices | 69 | ||
Other Compensation Policies | 69 | |||
EXECUTIVE COMPENSATION | 34 | |||
Tax and Accounting Considerations | 69 | |||
Vote Required | 34 | |||
CEO Pay Ratio | 70 | |||
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT | 35 | Pay Versus Performance | 71 | |
REGISTERED PUBLIC ACCOUTING FIRM | Equity Compensation Plan Information | 76 | ||
Fees Paid to the Independent Registered Public | ||||
Accounting Firm | 35 | SECURITY OWNERSHIP OF CERTAIN | ||
BENEFICIAL OWNERS AND MANAGEMENT | 77 | |||
2024 PROXY STATEMENT | i |
RELATED PERSON TRANSACTIONS | 80 |
Policies and Procedures for Related Person | |
Transactions | 80 |
OTHER MATTERS | 81 |
Householding | 81 |
Stockholder Proposals | 81 |
Availability of Bylaws | 82 |
Fiscal Year 2023 Annual Report and SEC Filings | 82 |
APPENDICES
Appendix A - 2014 Equity Incentive Plan | A |
Appendix B - Reconciliation of GAAP to Non-GAAP | |
Financial Measures | B |
ii
2024 PROXY STATEMENT SUMMARY
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Arista Networks, Inc. (the "Company" or "Arista"), a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). Our principal executive offices are located at 5453 Great America Parkway, Santa Clara, California 95054. This summary highlights information contained in this proxy statement. We encourage you to read the entire proxy statement for more information prior to voting.
Annual
Meeting
DATE AND TIME
Friday, June 7, 2024 at 11:00 a.m. Pacific Time
VIRTUAL MEETING | RECORD DATE |
www.virtualshareholdermeeting.com/ANET2024 | April 9, 2024 |
YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.
Proposals and Board Recommendations
1
2
3
4
Proposal for your Vote: Page 33
Elect three Class I directors to serve until the 2027 annual meeting of stockholders
Board Voting Recommendation:
FOR the election of Kelly Battles, Kenneth Duda and Jayshree Ullal
Proposal for your Vote: Page 34
Advisory vote to approve named executive officer compensation
Board Voting Recommendation: FOR
Proposal for your Vote: Page 35
Ratification of Ernst & Young LLP as our independent registered public accounting firm
Board Voting Recommendation: FOR
Proposal for your Vote: Page 37
Approval of the Amended, Restated and Extended 2014 Equity Incentive Plan
Board Voting Recommendation: FOR
Director Nominees
Name and Occupation | Age | Director Since | Independent | Committees |
Kelly Battles, Director | 57 | 2020 | Audit | |
Kenneth Duda, Director and | 52 | 2023* | ||
Chief Technology Officer | ||||
Jayshree Ullal, Chairperson & | ||||
Chief Executive Officer | 63 | 2008 | ||
- Joined the Board of Directors effective as of December 1, 2023
2024 PROXY STATEMENT | 1 |
Proxy Summary
Board and Corporate Governance
2023 Business Highlights
REVENUE | GAAP GROSS MARGIN |
$5.86B | 61.9% |
Board of Directors Snapshot
Voting Proposals
Executive Officers & Compensation
Security Ownership
Other Matters
Appendices
2 | 2 | ||||
75% | 38% | 3 | 50% | ||
25% | 4 | 4 | |||
INDEPENDENT | FEMALE | DIVERSE | <6 YR TENURE | ||
6 | 5 | 6 | |||
6/8 of our directors are | 3/8 of our directors | 2/8 of our directors are | 4/8 of our directors | ||
independent | are women | from underrepresented | have served for less | ||
communities | than 6 years |
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Arista Networks Inc. published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 14:29:09 UTC.