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Arista Networks, Inc.

For the period ended May 29, 2026. Filed Apr 16, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 29, 2026 · Filed Apr 16, 2026

ANET$170.80+7.3%Stored close · as of Nov 6, 2026
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Contents

Executive Compensation Program Components

For fiscal 2025, the portion of our Named Executive Officers’ (excluding Mr. Taxay, who departed in fiscal 2025) actual total direct compensation (which consists of the base salaries, bonus and annual cash incentive plan compensation paid to our Named Executive Officers with respect to fiscal 2025 and the grant-date fair values of the equity awards granted to our Named Executive Officers in fiscal 2025, with each such value calculated in the same manner as set forth in our Fiscal 2025 Summary Compensation Table below) represented by each material component of our executive compensation program was as follows:

The following describes each component of our executive compensation program, the rationale for each, and how the compensation amounts and awards were determined for fiscal 2025.

Base Salary. Base salary is the primary fixed component of our executive compensation program. We use base salary to compensate our Named Executive Officers for services rendered during the fiscal year and to ensure that we remain competitive in attracting and retaining executive talent.

2026 PROXY STATEMENT57

Our Compensation Committee reviews the base salaries of each Named Executive Officer annually and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market conditions. We typically establish the initial base salary of a Named Executive Officer througharm’s-length negotiation at the time, after taking into consideration his or her position, qualifications, experience, salary expectations, and the base salaries of our other executives.

For fiscal 2025, our Compensation Committee determined to implement a minor increase of less than 5% to the base salary of Ms. Breithaupt, but determined not to make any changes to the base salaries of our other Named Executive Officers (which were generally around or below the 25th percentile in our compensation peer group) as it thought the base salary levels continued to be appropriate and to continue to focus on long-term incentives in the total compensation policy.

Our Named Executive Officers’ base salaries for fiscal 2025 were as follows:

Named Executive OfficerBase Salary through 2025
Jayshree Ullal$300,000
Chantelle Breithaupt$330,000
Kenneth Duda$300,000
Todd Nightingale$350,000
Marc Taxay(1)$315,000
(1)Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025.

Annual Cash Incentive Compensation; 2025 Bonus Plan

We use cash incentive compensation under our omnibus Employee Incentive Plan to motivate our executive officers, including our Named Executive Officers, to achieve our annual financial and key operational objectives, while making progress towards our longer-term strategic goals. Each fiscal year, our Compensation Committee sets the terms and conditions of the Employee Incentive Plan for that fiscal year, which identifies the plan participants and establishes the target cash incentive opportunity for each participant, the performance measures to be used to determine whether to make payouts related to the fiscal year and the associated target levels for each measure, and the potential payouts based on actual performance for the fiscal year. Typically, cash incentive payouts have been determined after the end of the applicable performance period based on our performance against one or more financial and operational performance objectives for the performance period as set forth in our annual operating plan. The goals are typically reviewed and established in the first quarter each year, with performance evaluated after the close of the fiscal year as part of the standard Compensation Committee process.

In February 2025, our Compensation Committee set the terms and conditions of the Employee Incentive Plan for fiscal 2025 (the “2025 Bonus Plan”). The 2025 Bonus Plan included financial performance metrics for revenue andnon-GAAP operating income for the year.

Metrics · Weight · Target
Revenue50%$8.25 billion
Non-GAAP Operating Income50%$3.8385 billion

These two financial metrics determined the funding percentage of the overall bonus program. No payout would be made under the plan if achievement of the revenue metric was below 85% of the revenue metric target of $8.25 billion. Overachievement of revenue and/or non-GAAP operating income for the year as compared to the targets would result in funding above 100% of the bonus pool available for distribution, subject to the implementation of negative discretion in the event that gross margin does not exceed our internal target, quality was not acceptable, we did not grow our non-cloud business or did not achieve new customer growth in line with our internal goals.

Once the funding percentage of the 2025 Bonus Plan was determined as outlined above, our Compensation Committee would evaluate performance for each of our Named Executive Officers. In determining the payout for each

Named Executive Officer, our Compensation Committee considers multiple factors including: (A) contribution of the individual to the achievement of the quantitative financial measures set forth above regarding the funding of the overall bonus pool; (B) achievement against additional objectives related to the future growth of our business, including ability to diversify and deliver in new markets; (C) consistent execution on product quality, innovation and support; and (D) overall individual performance. The 2025 Bonus Plan provided for a single annual payout to each participant following the end of fiscal 2025 after our Compensation Committee evaluated corporate and individual performance as outlined above.

For purposes of our 2025 Bonus Plan, we define revenue in accordance with GAAP, andnon-GAAP operating income as GAAP operating income, less stock-based compensation expenses and the amortization of intangible assets. A reconciliation of thenon-GAAP financial metrics to the related GAAP financial measure is set forth in Appendix A.

Our Compensation Committee approved the following preliminary targets for the 2025 annual cash incentive compensation of our Named Executive Officers (which provided each of our Named Executive Officers with target total cash compensation around or below the 25th percentile in our compensation peer group). Consistent with fiscal 2024, for our CEO, this target was 100% of base salary, while the target for our other Named Executive Officers was 60% of base salary. These targets are not strict targets and merely inform the aggregate of bonuses that will be accrued for financial accounting purposes. Once a total incentive pool is accrued for all participants in the 2025 Bonus Plan, our Compensation Committee looks at the performance for the year across the key metrics discussed above and factors in individual performance and market comparable compensation in our peer group in determining an actual cash incentive paid to each Named Executive Officer for their contribution in the performance year.

For fiscal 2025, we achieved revenue of approximately $9 billion (an increase of 28.6% from 2024, and above our plan target by approximately 9%). In addition, we achievednon-GAAP operating income of approximately $4.3 billion (an increase of 48.2% from 2024, and above our plan target by approximately 13%). Our Compensation Committee considered our overall achievement against these key metrics and determined it was appropriate to establish the 2025 Bonus Plan funding percentage at a level of 100%, the accrual of which is included in the above financial results.

Following the funding of the 2025 Bonus Plan based on the financial metrics outlined above, our Compensation Committee looked at performance with respect to the other key metrics including gross margin, operating margin, growth innon-cloud revenue, diversification and delivery into new markets, product quality, innovation and support,

and individual performance for the purposes of potential downward adjustments. Our Compensation Committee considered that we made significant progress against our business diversification goals during the year with strong growth in our enterprise and provider businesses. We also demonstrated continued excellence in product quality, innovation and support as demonstrated by healthy new product qualification and order activity with our cloud titan customers in the second half of 2025.

Given our overall financial performance for the year and the significant progress made against ournon-financial objectives for the year combined with our Compensation Committee’s determination of individual performance for each of our Named Executive Officers and including consideration of our total cash compensation being around or below the 25th percentile of compensation of our peer group, the total payouts to our Named Executive Officers under the 2025 Bonus Plan were made as set forth below.

Named Executive OfficerActual IncentiveCompensation
Jayshree Ullal$300,000
Chantelle Breithaupt$250,000
Kenneth Duda$300,000
Todd Nightingale$ 75,000
Marc Taxay(1)$ —
(1)Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025.
2026 PROXY STATEMENT59

Equity Compensation

We use equity awards to incentivize and reward our executives (including our Named Executive Officers) for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our executives with those of our stockholders. We grant full value awards for shares of our common stock, or awards without a purchase price, such as RSU awards.

New hire, or initial, equity awards for our executives are established througharm’s-length negotiations at the time the individual executive is hired. To successfully recruit new talent, our Compensation Committee considers the size and scope of equity awards forfeited by potential executives upon leaving their current employer, as well as the general market for talent for specific roles, in order to ensure that awards are not excessive but are still attractive to induce leaders to join Arista. In making these awards, we also consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

In addition, we grant equity awards to our executives when our Compensation Committee determines that such awards are necessary or appropriate to recognize corporate and individual performance, in recognition of a promotion, or to achieve our retention objectives. To date, we have not applied a rigid formula in determining the size of these equity awards. Instead, our Compensation Committee has determined the size of such equity awards for an individual executive after taking into consideration market data compiled from our compensation peer group, a compensation analysis performed by Aon, the equity award recommendations of our CEO, the scope of an executive’s performance, contributions, responsibilities, and experience, and the amount of equity compensation held by the executive, including the current economic value of his or her outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions, and internal equity considerations. In making its award decisions, our Compensation Committee has exercised its best business judgment to set the size of each award at a level it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. Equity awards to our named executive officers typically have multi-year vesting periods of four or more years. Importantly, a key design feature of our equity compensation program is the grant of equity awards with a delayed vesting start date (longer service periods requirement), which implements a grant philosophy by which grants are made with a delayed and sometimes extended vesting period. When approving grants, our Compensation Committee reviews the projected annual vesting of our executive’s aggregate awards with its compensation consultant. This approach is designed to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance.

For fiscal 2025, our Compensation Committee continued to provide equity compensation to our CEO in PRSUs only, and a mix of PRSUs and RSUs to our Named Executive Officers other than our CEO.

1.For our CEO, our Compensation Committee did not grant any new PRSU awards in 2025. Our CEO has two outstanding PRSU awards (the “Outstanding CEO PRSUs”). One such award is subject to performance against revenue and operating income goals that has three performance periods in each of fiscal year 2024, 2025 and 2026 (the portion eligible to be earned in 2025, the “2025 AOP PRSUs”), and the other such award is subject to performance against 3-year compound annual growth rate goals for the period of fiscal 2024 through fiscal 2026 (“2024 CAGR PRSUs”). All of the equity delivered to our CEO is performance-contingent with the 2024 CAGR PRSUs, which are 50% of the Outstanding CEO PRSUs, based on 3-year performance.
2.In February 2025, our Compensation Committee granted PRSU awards to our then-serving Named Executive Officers intended to cover fiscal 2025, 2026, and 2027. One-third of the PRSUs would be eligible to be earned each fiscal year, with the performance conditions for each fiscal year determined as soon as practicable during the applicable fiscal year. Our Compensation Committee also granted each of our then-serving Named Executive Officers RSUs that vest in equal quarterly installments over a period of approximately 4 years from the date of grant, with the first vesting day occurring February 2026. The mix between PRSUs and RSUs was approximately 50% PRSUs and 50% RSUs. 100% of the PRSUs granted to our Named Executive Officers other than our CEO that were eligible to be earned with respect to fiscal year 2025 were 2025 AOP PRSUs.
3.In addition to the PRSUs and RSUs described above, in May 2025 our Compensation Committee approved an additional award of RSUs with a target value of $2 million and PRSUs with a target value of $2 million for Ms. Breithaupt (together, the “Role Expansion Award”). The RSU portion of the Role Expansion Award vests in equal quarterly installments over a period of approximately 4 years from the first vesting day, with the first vesting day

occurring February 2028 and vesting thru February 2032. One-quarter of the PRSU portion of the Role Expansion Award would be eligible to be earned based on attainment of certain 2028, 2029, 2030 and 2031 performance conditions. These vesting and performance conditions represent a service period requirement of nearly 7 years.

In approving the Role Expansion Award, our Compensation Committee determined that an additional award was appropriate with the expansion of Ms. Breithaupt’s role to take on significant new responsibility following the restructuring of our legal operations, cybersecurity, and information technology functions. Ms. Breithaupt’s contributions to overseeing, streamlining and managing our operations has been integral to our growth and continued financial success. Retention was a key consideration of our Compensation Committee in approving this grant as Ms. Breithaupt is a key leader driving our financial strength across functional domains as our business continues to grow. It is also important to consider that we currently see the Role Expansion Award as a one-time event aligned with the timing of her broader role at the company, and do not have any current plans to make additional grants to Ms. Breithaupt outside of our executive equity grant practices in connection with Ms. Breithaupt’s role as CFO.

4.Mr. Nightingale was hired into a new role as President and Chief Operating Officer, a role that is intended to complement Mr. Duda’s role as President and Chief Technology Officer. We consider this split of responsibilities foundational for the next step in our growth. Following an arm’s-length negotiation at the time he was hired, in July 2025, our Compensation Committee granted him RSUs with a target value of $30 million (the “Nightingale RSUs”) and PRSU awards to Mr. Nightingale intended to cover fiscal 2025 and 2026 with a target value of $2 million (the “Nightingale July PRSUs,” together with the Nightingale RSUs, the “Nightingale Awards”) to ensure that Mr. Nightingale’s performance period was aligned with the broader leadership team. One-third of the Nightingale July PRSUs would be eligible to be earned based on performance in each of three 6-month performance periods, representing a near term incentive measured against several key business priorities that supported our market leading customer adoption and Arista 2.0 strategy.

In determining the size and structure of the Nightingale RSUs and Nightingale July PRSUs, our Compensation Committee considered Mr. Nightingale’s strong background in the networking industry, the Company’s executive leadership structure and depth of executive talent, and the compensation required to attract Mr. Nightingale from his prior role, with the need to buy-out the unvested equity due to shares being forfeited at his prior employer. Mr. Nightingale’s hiring is key to our forward looking growth, our ability to continue to scale our operations and drive to lead in our market. The Compensation Committee determined that the approved awards were necessary to incentivize and motivate Mr. Nightingale in alignment with Arista’s priorities given his prior track record as a public company executive and having had experience as a CEO.

The Compensation Committee carefully evaluated the size and structure of the Nightingale Awards to maintain strong pay-for-performance alignment. In structuring the Nightingale Awards, the Compensation Committee considered the comparable base salary, incentive cash, time-based equity and performance equity that Mr. Nightingale was eligible to receive at his prior employer and what he would be eligible to receive for a comparable leadership role with another employer, in light of the fact that Arista’s base salary typically accounts for a smaller portion of our executive officers’ compensation than at our peer or other technology companies. In addition, as an employee of the Company, Mr. Nightingale is eligible to participate in our short-term, performance-based annual bonus program. Moreover, our Compensation Committee determined that the Nightingale PRSUs establish robust performance goals for Mr. Nightingale, which will serve as a basis for the Compensation Committee to assess his contribution to our results in its regular annual review cycle.

5.Following a rigorous analysis of our equity compensation program, in October 2025 our Compensation Committee granted additional awards of PRSUs to Ms. Breithaupt and Mr. Duda intended to cover fiscal 2029, 2030, and 2031, and to Mr. Nightingale intended to cover fiscal 2030, 2031, and 2032. One-third of the PRSUs would be eligible to be earned each fiscal year, with the performance conditions for each fiscal year determined as soon as practicable during the applicable fiscal year. The decision to make these grants with delayed vesting, in this case delayed over four to five years depending on the Named Executive Officer, aligns with our grant philosophy discussed above designed to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance. We believe that this approach balances long-term value creation and stockholder alignment with the need to grant awards for retention purposes.
2026 PROXY STATEMENT61

Our Compensation Committee determined that the mix of performance goals of existing equity awards for our CEO and the proportion ofperformance- and service-based awards of new awards for our other Named Executive Officer provided appropriate incentives to retain and motivate our Named Executive Officers and help to achieve success in our business, and that this mix would best incentivize our Named Executive Officers to drive stockholder value creation, while also satisfying the need to deliver value certainty to our Named Executive Officers other than our CEO.

Our historical commitment to aligning pay for performance is demonstrated by our recentsay-on-pay votes, in which approximately 94% of the votes cast in 2023 and 93% of the votes cast in 2024 approved our compensation program in the respective year. In 2025, 62% of the votes cast for say-on-pay approved our compensation program, and our Compensation Committee considered the results of last year’s annualsay-on-pay stockholder advisory vote and stockholder feedback on our executive compensation program as part of its annual executive compensation review, including its decision to grant the Role Expansion Award and the Nightingale Awards. We remain committed to the principles of aligning pay for performance, and believe that the Role Expansion Award and the Nightingale Awards will strengthen that alignment and help us achieve our goals. We manage our equity plan responsibly, as indicated by our currentone-year burn rate and three-year average burn rate being less than one percent. Our three-year average burn rate is well below both ISS’s 2.15% benchmark and the 2% threshold commonly used by institutional investors to assess equity plan management for our sector.

In determining the size of awards to our Named Executive Officers, our Compensation Committee considered market compensation data from our peer group, the unvested equity held by each of these Named Executive Officers and the Named Executive Officer’s expected future contributions to the Company and towards growing stockholder value.

2025 Performance-Based Awards Grant and Achievement

In February and October 2025 (and with respect to Mr. Nightingale, in July and October 2025), we granted performance-based awards of PRSUs to our Named Executive Officers to incentivize our Named Executive Officers and drive stockholder value creation. Both sets of grants were made following a rigorous analysis with respect to each recipient’s vesting schedule, with the October 2025 grants only becoming eligible to vest based on performance in fiscal years 2029-2031 for Ms. Breithaupt and Mr. Duda, and in fiscal years 2030-2032 for Mr. Nightingale. The October grants do not become eligible to vest until 2029, or 2030 for Mr. Nightingale, and were designed in accordance with our delayed vesting philosophy to deliver the maximum retention value in a manner that limits stockholder dilution by leveraging long-term appreciation opportunities to executives with respect to long-term equity awards delivered in advance. As a result of our philosophy, a higher percentage of our long-term equity incentives do not vest until after a significant period of service, which can be illustrated as follows:

Performance Fiscal Year*
20252026202720282029203020312032
PRSUs granted in FY 2023:
PRSUs granted in FY 2024:
†
PRSUs granted in February FY 2025:†
PRSUs granted in May FY 2025:
PRSUs granted in July FY 2025:‡
PRSUs granted in October FY 2025:†
‡
*Except for Mr. Nightingale’s July 2025 PRSUs, if earned, vesting does not occur until February 20 of the fiscal year following the performance fiscal year, subject to continued employment through the vesting date. If earned, the vesting for the tranches of Mr. Nightingale’s July 2025 PRSUs occurs in February 20, 2026, August 20, 2026 and February 20, 2027, subject to continued employment through the vesting date.

PRSU grant vesting for Ms. Breithaupt.

†PRSU grant vesting for Mr. Duda.
‡PRSU grant vesting for Mr. Nightingale.

The table below describes the PRSUs granted to our Named Executive Officers. The intended value was converted into a target number of PRSUs by reference to our trading price during the 90-day period preceding the date of grant in accordance with our standard practices.

Named Executive Officer · Target Numberof PRSUs(February 2025) · Target Numberof PRSUs(May 2025) · Target Numberof PRSUs(July 2025) · Target Numberof PRSUs(October 2025) · AggregateIntendedValue
Jayshree Ullal—————
Chantelle Breithaupt21,600(1)31,080(3)—46,380(5)$8,000,000
Kenneth Duda21,600(1)——81,160(5)$9,000,000
Todd Nightingale——31,080(4)70,730(6)$8,100,000
Marc Taxay14,580(2)———$1,350,000
1.1/3 of the shares are earned based on attainment of certain 2025, 2026, and 2027 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned will vest on February 20th of the year following the associated performance year. The performance conditions for each of fiscal 2026 and 2027 will be determined as soon as practicable during the applicable fiscal year.
2.Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. These PRSUs were forfeited prior to the establishment of vesting criteria.
3.1/4 of the shares are earned based on attainment of certain 2028, 2029, 2030 and 2031 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned will vest on February 20th of the year following the associated performance year. The performance conditions for each fiscal year will be determined as soon as practicable during the applicable fiscal year.
4.1/3 the shares are earned based on attainment of certain performance conditions over three 6-month periods during 2025 and 2026. The number of shares in the table reflects the shares available at target (100%). Shares earned over the first 6-month period and the last 6-month period will vest on February 20th of the year following the associated performance. Shares earned for the performance conditions for the first half of 2026 will vest on August 20, 2026. The performance conditions for the second half of fiscal 2026 will be determined as soon as practicable during the applicable fiscal year.
5.1/3 of the shares are earned based on attainment of certain 2029, 2030, and 2031 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned will vest on February 20th of the year following the associated performance year. The performance conditions for each fiscal 2029-2031 will be determined as soon as practicable during the applicable fiscal year.
6.1/3 of the shares are earned based on attainment of certain 2030, 2031, and 2032 performance conditions. The number of shares in the table reflects the shares available at target (100%). Maximum payout is 200%. Shares earned will vest on February 20th of the year following the associated performance year. The performance conditions for each fiscal 2030-2032 will be determined as soon as practicable during the applicable fiscal year.
2026 PROXY STATEMENT63

2025 AOP PRSUs

The metrics, targets, and actual performance and resulting payout for our Named Executive Officers’ (all Named Executive Officers other than Mr. Nightingale) 2025 AOP PRSUs (including, if applicable, 2025 AOP PRSUs granted in 2023 and 2024 to our Named Executive Officers) are shown in the following table:

Performance Period: January 1, 2025 – December 31, 2025
Metrics · Weight · Performance Range · Payout · Results
Revenue50%Minimum:$<8.2 billion0%
Target:$8.2 billion100%$9.0 billion
Maximum:$8.5 billion200%
Non-GAAP Operating Income50%Minimum:$<3.8 million0%
Target:$3.8 billion100%$4.3 billion
Maximum:$3.95 billion200%

The number of 2025 AOP PRSUs determined based on actual achievement as described above became eligible to vest upon determination of achievement. The number of 2025 AOP PRSUs that were earned for performance between performance range levels would be determined by linear interpolation, rounded up to the nearest whole share. 100% of the 2025 AOP PRSUs that became eligible to vest vested on the first quarterly vesting date after the date the level of achievement of the performance goals was determined.

For fiscal 2025, our revenue was $9 billion, above the maximum goal. Ournon-GAAP operating income was $4.3 billion, above the maximum goal. As a result of this achievement, 2025 AOP PRSUs became eligible to vest as set forth in the table below. As noted above, certain of our other Named Executive Officers remain eligible to earn portions of the PRSUs granted in 2024 and 2025 (based on performance in subsequent fiscal years).

Number of PRSUs Eligible to Vest(1)
Named Executive OfficerRevenue PRSUsNon-GAAPOperatingIncomePRSUs
Jayshree Ullal20,61420,614
Chantelle Breithaupt15,13015,130
Kenneth Duda39,10839,108
Marc Taxay(2)——
(1)Includes PRSU Awards granted in 2023, 2024 and 2025 and earned and eligible to vest pursuant to performance in fiscal 2025 (as applicable).
(2)Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025, and was not eligible to vest any PRSUs tied to 2025 performance targets.

Nightingale July PRSUs

As noted elsewhere, Mr. Nightingale was awarded the Nightingale July PRSUs, one-third of which were eligible to be earned based on performance in the second half of fiscal 2025. Mr. Nightingale’s performance targets were determined in order to prioritize key business metrics that supported our market leading customer adoption and Arista 2.0 strategy. The vesting design of the Nightingale July PRSUs demand Mr. Nightingale’s immediate contributions in ways that demonstrate a clear linkage between pay and performance. In particular, no portion of the first tranche would have vested unless key bookings and product milestones were satisfied. Furthermore, no portion of the first tranche would vest unless Mr. Nightingale continued his employment with us through February 20, 2026.

Based on our actual achievement in the second half of fiscal 2025, the Nightingale July PRSUs became eligible to vest as set forth in the table below. As noted above, Mr. Nightingale remains eligible to earn portions of the Nightingale July PRSUs granted in July 2025 (based on performance in 2026).

Named Executive OfficerNumber of PRSUs Eligible to Vest
Todd Nightingale10,360

2025 Time-Based Award Grants

In February 2025, we granted RSUs to our Named Executive Officers other than our CEO and Mr. Nightingale. In May 2025, we also granted the Role Expansion Award to Ms. Breithaupt and, in July 2025, the Nightingale RSUs. To promote retention, the awards vest in equal quarterly installments over a period of approximately 4 years from the date of grant, with the first vesting day occurring February 2026, except as described below.

The numbers of shares of our common stock covered by each RSU award granted to our Named Executive Officers in 2025 were as set forth in the chart below. The intended value was converted into RSUs by reference to our trading price during the 90-day period preceding the date of grant in accordance with our standard practices.

Named Executive Officer · RSU Grants · Aggregate Intended Value
Chantelle Breithaupt52,680(1)$4,000,000
Kenneth Duda21,600$2,000,000
Todd Nightingale466,060(2)$30,000,000
Marc Taxay(3)14,580$1,350,000
(1)31,080 of the RSUs were granted in May 2025 as Ms. Breithaupt’s Role Expansion Award. The Role Expansion Award vests in equal quarterly installments over a period of approximately 4 years from the first vesting day, with the first vesting day occurring February 2028, thus requiring almost 7 years of service before it fully vests.
(2)Granted in July 2025 in connection with Mr. Nightingale’s appointment as our President and Chief Operating Officer. The award vests in equal quarterly installments over a period of approximately 4 years from the date of grant, with the first vesting day occurring August 2026.
(3)Mr. Taxay resigned from his position as Senior Vice President, General Counsel effective May 7, 2025. These RSUs were forfeited.

Nightingale RSUs

Overall, the Nightingale RSUs were designed to deliver total earnings that were relatively consistent with those available to him in the market, which he forewent by joining us, and which we believe was necessary to recruit Mr. Nightingale. We believe that the size and structure of his grant should be considered with the following context in mind:

•Delayed Vesting. Consistent with our general approach to equity compensation, Mr. Nightingale’s time-based vesting would only be eligible to be earned after he demonstrated sustained performance and the leadership qualities we demanded for a full year, and such time-based equity would be spread out over four total years. We believe that this compares favorably to his on-hire grant at Fastly, Inc., which began vesting quarterly immediately.
•Replacement of External Compensation Opportunities:
–Reductions in Cash Compensation. By joining us, Mr. Nightingale accepted significant salary and cash bonus decreases. For example, his salary as reported in the 2025 proxy statement of Fastly, Inc., was $600,000, while his starting salary with us was reduced to $350,000.
2026 PROXY STATEMENT65
–Size of Time-Based Award. The Nightingale RSUs were designed to deliver approximately $7.5 million in equity compensation annually. In light of the reductions to his cash compensation, his importance to our Arista 2.0 strategy, and unique experience and leadership qualities, we believe this amount compares favorably to the $6 million in annual equity compensation in his on-hire grant at Fastly, Inc.
–Mix of Time- and Performance-Based Equity. While Mr. Nightingale’s initial grants were weighted to time-based equity, it is not possible to analyze the mix of time- and performance-based equity that he will be eligible to earn without considering Arista’s unique approach to stacking performance-based equity. The time- and performance-based equity mix began shifting more toward performance as soon as October 2025 and we expect that trend will continue, consistent with our overall unique approach to equity compensation.
–100% Performance-Based Equity for First Year. 100% of Mr. Nightingale’s equity compensation that is eligible to vest within his first year of employment with us is performance-based equity.
–Limited Acceleration. Pursuant to Mr. Nightingale’s severance agreement, the Nightingale RSUs will only accelerate as to twelve (12) months of vesting in the event that his employment is involuntarily terminated by us, other than in connection with our change in control.
•Comparison to Pay of Peer Group. As discussed elsewhere, we envision Mr. Nightingale playing a key role in our Arista 2.0 strategy. Mr. Nightingale was hired into a new role as President and Chief Operating Officer, which is intended to complement Mr. Duda’s role as President and Chief Technology Officer. We consider this split of responsibilities foundational for the next step in our growth. We believe that the intended annual vesting value of Mr. Nightingale’s equity awards demonstrates a judicious use of equity compensation that is both comparable to our peers and aligned with our compensation philosophy of emphasizing equity compensation versus cash compensation in a manner that incentivizes the creation of significant value for our stockholders. Furthermore, we believe that Mr. Nightingale’s total annual compensation, particularly considering his experience as a public company chief executive officer and his ability to fill external chief executive officer opportunities, is in line with our peer group for a similar role.

WELFARE AND OTHER EMPLOYEE BENEFITS

We have established atax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age and length of service. In 2025, we made matching contributions for the contributions made to the 401(k) plan by our employees, including certain of our Named Executive Officers. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”), so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

In addition, we provide other benefits to our Named Executive Officers on the same basis as all of our full-time employees. These benefits include standard health, vacation and other benefits offered to our employees.

PERQUISITES AND OTHER PERSONAL BENEFITS

We generally do not provide perquisites to our Named Executive Officers or other personal benefits beyond what is provided to employees on a broad basis.

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