Pure Storage Inc
For the period ended Feb 4, 2024. Filed May 3, 2024.
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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.
Feb 4, 2024 · Filed May 3, 2024
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Contents
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.”
| AverageSummaryCompensationTable Total forNon-PEO NEOs(d)($)(3) · AverageCompensationActually Paidto Non-PEONEOs(e)($)(2) · Value of Initial Fixed $100Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year(a) · SummaryCompensationTable for PEO(b)($)(1) · CompensationActually Paidto PEO(c)($)(2) · TotalShareholderReturn(f)($) · Peer GroupTotalShareholderReturn(g)($)(4) · Net Income (Loss)(in thousands)(h)($) · Revenue(in thousands)(i)($) | ||||||||
| 2024 | 36,650,048 | 40,458,685 | 13,349,070 | 15,151,161 | 237 | 166 | 61,311 | 2,830,621 |
| 2023 | 11,284,123 | 15,303,936 | 4,407,257 | 6,151,443 | 168 | 133 | 73,071 | 2,753,434 |
| 2022 | 9,794,382 | 14,575,257 | 3,961,982 | 8,732,531 | 148 | 141 | (143,259) | 2,180,848 |
| 2021 | 8,081,741 | 14,452,520 | 4,127,981 | 8,083,765 | 130 | 125 | (282,076) | 1,684,179 |
(1)Total Compensation as set forth in the Summary Compensation Table in this proxy statement. Mr. Giancarlo served as our Principal Executive Officer (PEO) in each of fiscal 2024, 2023, 2022 and 2021. Compensation in fiscal 2024 includes the incremental fair value of the PSU award earned by our PEO due to the modification of such award.
(2)The Compensation Actually Paid (CAP) is determined in accordance with Item 402(v) of Regulation S-K. The fair value of stock options was determined using a Black-Scholes model, the fair value of PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, the fair value of RSUs was based on the stock price on the vesting date, and the fair value of the LTP Awards was determined using a Monte Carlo simulation model. For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. Pure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary.
| PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | ||
|---|---|---|---|---|---|---|
| Summary Compensation Table (SCT) Total for PEO (column b) | 36,650,048 | 11,284,123 | 9,794,382 | 8,081,741 | ||
| - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) | 35,023,555 | 9,469,212 | 7,735,478 | 6,695,186 | ||
| + Year-end fair value of unvested equity awards granted in the Covered Year | 35,540,126 | 9,089,350 | 10,600,618 | 10,386,295 | ||
| + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year | — | — | — | — | ||
| +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year | 2,963,661 | 2,086,128 | 1,973,507 | 4,319,563 | ||
| +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year | 328,405 | 2,313,548 | (57,773) | (1,639,893) | ||
| - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. | — | — | — | — | ||
| CAP TO PEO (column c) | 40,458,685 | 15,303,936 | 14,575,257 | 14,452,520 |
| 2024 PROXY STATEMENT | 57 |
| AVERAGE FOR NON-PEO NEOS | 2024($) | 2023 ($) | 2022 ($) | 2021 ($) | ||
|---|---|---|---|---|---|---|
| Summary Compensation Table (SCT) Total for PEO (column b) | 13,349,070 | 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) | 12,258,207 | 3,195,871 | 2,642,954 | 3,050,029 | ||
| + Year-end fair value of unvested equity awards granted in the Covered Year | 12,439,033 | 3,067,667 | 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 Year | 1,324,680 | 960,605 | 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 Year | 296,584 | 911,786 | 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) | 15,151,161 | 6,151,443 | 8,732,531 | 8,083,765 |
(3)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 and 2024, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford. Compensation in fiscal 2024 includes the incremental fair value of the PSU awards earned by our NEOs due to the modification of such awards.
(4)Based on the NYSE Arca Tech 100 Index.
| Compensation Actually Paid vs. Company TSR & Peer Group TSR | Compensation Actually Paid vs. Net Income |
|---|---|
| Compensation Actually Paid vs. Revenue | |
| We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2024, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.” | |
| RevenueNon-GAAP Operating ProfitSubscription Services RevenueSubscription ARRNPS | |
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