Pure Storage Inc

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. )

Pure Storage, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

"Thank you for being a part of our journey in making Pure Storage the undisputed leader in the data storage and services industry."Charles GiancarloChairman and CEO, Pure Storage

Dear Stockholders,

Fiscal 2024 was a pivotal year for Pure as we achieved several major milestones on our way to leading the data storage industry, not only in technology, but market share as well. First, we transitioned from a provider of leading storage products to the provider of the most consistent and comprehensive data storage platform with the introduction of our //E family to replace hard disk systems.

The second major transition in fiscal 2024 was the extraordinary growth of our Evergreen//One as-a-service offering, representing a major shift in our revenue base from sales of product, to sales of storage services. While this shift has a short term impact on our reported revenue growth, it represents a high long term positive impact on the quality and stability of our revenue and earnings.

With the Pure Storage platform, we can now meet the majority of a customer's storage requirements with a uniform software environment, cloud-like efficiency and all-Flash performance. We guarantee customers the ability to avoid the painful re-purchasing and disruptive replacement of outdated mechanical hard disk drive systems every four-to-five years. This promise drove strong demand for our Evergreen subscription services, resulting in subscription revenues reaching 42% of our total revenue.

Over the past year, we catalyzed change in the data storage industry on numerous fronts. Firstly, by introducing our //E family of products, we created a new product category that experienced the fastest sales growth of any new Pure product. For the first time, we now offer a complete range of data storage capabilities to customers, now including bulk storage, signaling that Flash technology is ready to replace hard disk drives in the data center.

Our commitment to putting customers first is illustrated by our Net Promoter Score (NPS), a standard industry metric—which measures the willingness of customers to positively promote our company. Pure Storage is continually the best NPS in the high tech industry, at 82 last year. It is a testament to how much our customers value and recommend our services.

Our platform strategy is gaining traction with large enterprises. It is proving to be the smarter option for our 12,500 customers to avoid the complexity and risks of managing multiple, fragmented storage systems that are hard to manage and create data silos. A fragmented data environment is a major problem for companies seeking to make the most of artificial intelligence. It holds business back from fully leveraging their own data. Pure stands alone in solving both these issues for our customers, enabling their business to connect data on a single Flash operating and management environment that is fast, reliable, and with ample performance for AI.

Pioneering AI storage innovation since 2017, co-developing our AIRI product with NVIDIA, Pure continues to be our customers’ go-to partner for storage for AI. We persist in our research and development efforts to support AI, which will not only enhance storage capabilities for high-end applications, but we also believe, elevate overall storage performance across the multitude of IT environments. Portworx, our cloud-native storage software platform for Kubernetes, witnessed increased deployment and growth as customers increasingly graduated their container-based development projects to production scale.

Our cloud strategy continued to gain traction in fiscal 2024, as we delivered on our growth pillar of a hybrid cloud architecture and data services for modern applications, aided by partnerships like Microsoft Azure. Our Purity software available on Azure and AWS as Cloud Block Store, offers customers enterprise class storage services which are faster, more compatible and more cost-effective than native cloud services without our software. Pure Fusion enables our customers to manage all of their data across data centers and clouds with unparalleled efficiency, as one unified pool of storage.

Pure Storage is saving customers millions of dollars on cloud services while enhancing their use of both private and public clouds and enabling their developers access to customizable data services through APIs. With Pure Fusion, managing data—whether on-premise, or in the cloud—is as simple as using any other cloud service.

Over the course of the year, we set a number of remarkable, first-of-a-kind industry standards. From introducing eight new service level agreement (SLAs) guarantees for Evergreen//One that include our groundbreaking Paid Power and Rack program (PPR). PPR pays customers for the costs of electricity and rack space for hosting our Evergreen//One service in their data centers. With Pure products, customers achieve up to 85% reduction in energy use and carbon emissions and up to 95% less rack space than competing offerings. This unique program is only possible because our unique Direct to Flash Purity software is the only software that is able to manage raw Flash, rather than inefficient SSDs. Purity and DirectFlash together provide the most energy-efficient and dependable storage technology in the industry. Our Evergreen//One SLAs also guarantee no change related downtime, no need for future data migrations for hardware updates, and no data loss.

2023 marked a decade of continuous recognition for our industry leadership and continued innovation, with our naming as a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage for the 10th consecutive year. Additionally, IDC recognized Portworx's industry leadership in their new and latest Kubernetes Container Data Management category.

We entered into fiscal 2025 with renewed energy for our mission to store, manage, and protect the world’s data. We have a strong expectation of getting back to double-digit revenue growth and continuing growth from our Evergreen and Portworx subscriptions.

Our team is committed to capturing increased market share and pushing the boundaries of cloud and enterprise data storage management, while continuing to focus on changing the energy intensity of data centers by replacing hard disk drives, and minimizing energy consumption, physical space requirements, and electronic waste.

We appreciate your ongoing support as partners in Pure Storage.

Sincerely,

CHARLES GIANCARLO

Chairman and CEO, Pure Storage

2555 Augustine Dr.

Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VOTING PROPOSALS

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 3, 2024.

By Order of the Board of Directors

NICOLE ARMSTRONG

Chief Administrative & Legal Officer and Corporate Secretary

Santa Clara, California

May 3, 2024

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.

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON

PROPOSAL 1:ELECTION OF CLASS III DIRECTORS

Jeff Rothschild, Susan Taylor and Mallun Yen have been nominated for election as Class III 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 FOR each nominee.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our board of directors and audit and risk committee (our audit committee) believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025 is in the best interests of our company and its stockholders. As a matter of good corporate governance, our board of directors is asking stockholders to ratify the audit committee’s selection of the independent registered public accounting firm.

The board of directors recommends a vote FOR this proposal.

PROPOSAL 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 FOR this proposal.

FISCAL 2024 BUSINESS AND FINANCIAL HIGHLIGHTS

Data is foundational to our customers’ digital transformation, and we are focused on delivering an innovative and disruptive data storage platform that enables customers to maximize the value of their data.

We are a global leader in data storage and management with a mission to redefine the storage experience by simplifying how people consume and interact with data. Our vision of an all-flash data center integrates our foundation of simplicity and reliability with four major market trends that are impacting all organizations large and small: (1) increasing demand to consume data storage as a service; (2) the shift to modernizing today's data infrastructure with all-flash; (3) the increase of modern cloud-native applications; and (4) increasing demand for data storage to support the acceleration in artificial intelligence adoption while managing rising energy costs.

Out data storage platform supports a wide range of structured and unstructured data, at scale and across any data workloads in hybrid and public cloud environments, and includes mission-critical production, test and development, analytics, disaster recovery, backup and restore, AI and machine learning.

Our highlights for fiscal 2024 include:

•Market-Leading Portfolio Innovation: Pure introduced the cost-optimized //E Family with FlashBlade//E, followed by FlashArray//E, enabling customers to leverage flash storage for any workload. Additionally, Pure delivered its largest ever performance, efficiency, and security advancements with the next generation FlashArray//X and FlashArray//C.

•Strong Subscription Services Momentum: Pure set a new industry standard in fiscal 2024 with eight total service level agreements (SLAs) across its Evergreen portfolio, including the first and only Paid Power & Rack commitment for Evergreen//One and Evergreen//Flex, in addition to first-of-its-kind energy efficiency and ransomware recovery guarantees.

•AI Customer Impact: Pure continued to add to its 100+ customers across a wide variety of AI use cases, including self-driving cars, financial services, genomics, gaming, manufacturing, and many more.

•Industry Recognition: Pure was named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage, marking its 10th consecutive year as a leader. Pure was also named a leader in the inaugural IDC MarketSpace: Worldwide Container Data Management 2023 Vendor Assessment.

Looking forward, our four strategic growth pillars are as follows: (i) grow our subscription services business and drive differentiation with our as-a-Service and Cloud operating model; (ii) expand All-Flash into new use cases served by disk today; (iii) deliver hybrid cloud architecture and data services for modern applications; and (iv) meet the customer demand for AI with our energy efficient data storage platform.

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2024:

BOARD MEMBERS

The following table provides summary information about each director nominee and other directors as of April 30, 2024.

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2024, our compensation and talent committee (ourcompensation committee) approved compensation packages for our executive officers that maintained our robust “pay for performance” philosophy. Fiscal 2024 cash bonus awards relied on annual revenue, operating profit and customer satisfaction metrics, as well as individual performance. Fiscal 2024 equity awards were 100% performance-based awards, based on an annual metric that measured growth in revenue and subscription annual recurring revenue (ARR) growth, as ultimately adjusted by our board of directors for stronger-than-expected sales of our Evergreen//One and Evergreen//Flex consumption and subscription-based offerings in fiscal 2024. These equity awards are further subject to time-based vesting over a multi-year period. Our “pay for performance” program produced the intended results. We set targets that were challenging in the face of macro uncertainty -- growing our subscription sales and maintaining revenue growth, profitability and high customer satisfaction. While we met profitability and NPS targets, we missed our revenue target, and accordingly, our corporate performance factor for the bonus awards was funded at 76% and the equity awards were earned at 80% of target. We also introduced long-term performance equity awards with a five-year performance period, dependent on significant market capitalization growth. 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:

PERFORMANCE-BASED EXECUTIVE OFFICER PAY

The chart below shows the pay components and mix for our Chief Executive Officer for fiscal 2024 (based on 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 officers with those of our stockholders.

CEO - % OF TOTAL TARGET PAY