SEC Form DEF 14A filed by Arista Networks Inc.

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.

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Proposal for your Vote: Page 34

Elect three Class II directors to serve until the 2028 annual meeting of stockholders

Board Voting Recommendation:

FOR the election of Charles Giancarlo, Daniel Scheinman and Yvonne Wassenaar

Proposal for your Vote: Page 35

Advisory vote to approve our named executive officer compensation

Board Voting Recommendation: FOR

Proposal for your Vote: Page 36

Ratification of the appointment of Ernest & Young LLP as our independent registered public accounting firm

Board Voting Recommendation: FOR

Name and Occupation

Charles Giancarlo, Director

Daniel Scheinman, Director

Yvonne Wassenaar, Director

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Arista is proactively working to produce ever more efficient and sustainable products,
and taking leadership on measuring, reporting and reducing our third-party verified greenhouse gas (GHG) emissions.

Arista’s Environmental Policy, ethos, and culture of efficiency and innovation drive our pragmatic but passionate approach to environmental sustainability. Through our Environmental Management System (EMS), Arista implements our objectives for achieving pollution prevention, environmental protection and monitoring, and continual improvements in the environmental performance of our operations.

In 2024, we established a new net zero climate change goal, which is currently being validated by the Science Based Targets initiative, Arista has targeted to reduce Scope 1, 2 and 3 emissions by 42% by 2030 and reaching net zero emissions by 2050. In 2025 we are refining our climate action roadmaps, including renewable energy procurement, and enhanced customer and supplier sustainability engagement.

Greenhouse gas (GHG) emissions measurement, reporting and reduction through the annual externally verified GHG inventory, energy efficiency and renewable energy initiatives, and related supplier engagement through the CDP Supply Chain program and Responsible Business Alliance (RBA).

Our Santa Clara global headquarters and San Francisco office are both LEED Gold certified, and our Bangalore office premises were built to LEED Gold standards.

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Each new generation of our products demonstrates improved network capacity, and energy efficiency, which reduces overall GHG emissions and power consumption for our customers. In addition, our new products use power supplies that are rated 80-Plus Platinum or better, which helps reduce the total product power consumption and heat generated from the power supplies.

We are committed to integrating sustainability in every aspect of our products’ life cycles, from the materials that make up our products, all the way to the end of life of the product, while meeting our customers’ requirements. For example, we implement Design for Environment principles in our development process with the goal of minimizing the overall adverse environmental impact of our products, with a focus on the reduction of material diversity and weight, selection of more environmentally friendly materials, ease of disassembly and recycling, energy efficiency, design for longevity and upgradeability, and design for efficient packaging.

Arista focuses on collaboration and innovation to meet our objective of reducing costs and improving operational sustainability and extending these benefits up and down our supply chain. We develop and implement highly efficient and powerful new technologies, quickly responding to changes in customer requirements, global regulations and industry demands. We continue to look for opportunities to minimize our environmental impact through our environmental stewardship and sustainability initiatives.

As such, Arista provides opportunities for our employees to gain necessary and desired skills and knowledge as well as upskill via a library of on-demand classes, webinars as well as in-person training.

Arista’s employees participate in incentive stock and bonus plans that support our organizational philosophy of allowing employees to share in our performance and success. Our executive compensation program is designed to attract, retain, and reward performance and align incentives with achievement of the Arista’s strategic plan and both short- and long-term operating objectives. In accordance with our compensation philosophy established by the Compensation Committee Charter and the board of directors, we believe our executive pay is well aligned with performance, creating a positive relationship between our operational performance and shareholder returns.

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Arista is all about respect, integrity, innovation, passion, pride, and trust. We strive to build an inclusive culture that encourages, supports and celebrates the voices of all our employees. It fuels our innovation and connects us closer to the customers and communities we serve. We believe that the voices of our employees are the ultimate barometer in evaluating our success. In 2024, Arista was extremely honored and humbled to receive a record number of external recognitions primarily based on enthusiastic employee feedback. These recognitions include:

From Time Magazine as one of the World’s Best Companies; from Comparably as a Best Large Company for Culture, Happiness, Career Growth, Compensation, Leadership & Engineering Teams; from USA Today, as one of America’s Climate Leaders; from the SF Chronicle as a Bay Area Large Company Top Workplace; from Most Loved Workplace as a Most Loved Workplace for Wellness, Volunteering and Veterans.

We are committed to developing a qualified and motivated workforce to power our continued evolution. The health and safety of our employees is the highest priority. Our policy is to maintain our facilities and run our business operations in a manner that does not jeopardize the occupational health and safety of our employees. We provide necessary and legally required training to employees on safety standards and protocols. Our Global Facilities team continues to proactively work to reduce and eliminate potential risks and ensures compliance with local laws and regulations. To evaluate performance, we regularly measure and monitor workplace safety and implement continuous improvements.

•  Continued our partnership and support of Arizona State University including their Technical Upskilling program, providing workforce readiness training and technical certification opportunities

•  Continue our multi-year partnership with HelpAge India. In 2024, the Arista Foundation enthusiastically granted the necessary funds to provide cataract surgeries free of cost to senior citizens in India who had no significant means of support.

•  Rapidly hosted an employee fundraiser with matching Arista Foundation support to provide aid for those impacted in North Carolina and Florida by Hurricane Helene.

•  Planted trees globally through partnerships with a number of non-profits.

•  Provided over a million meals to people in need through a combination of employee donations and matching Arista Foundation funds as part of our annual Global Giving Drive through our partners, Second Harvest of Silicon Valley, Feeding America, New Hampshire Food Bank, Central Texas Food Bank, Greater Vancouver Food Bank, and Foodbank Australia.

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Arista’s Code of Ethics and Business Conduct emphasizes the importance of honest business conduct and solid business ethics. Our Code of Ethics and Business Conduct applies to all personnel employed by or engaged to provide services to Arista including, but not limited to, our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Arista provides periodic training on our Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct addresses, among other things, conflicts of interest, business practices, compliance with laws and regulations, and interacting fairly and

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We are committed to complying with applicable international and domestic anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and applicable local laws. Our Anti-Corruption Compliance Policy & Guidelines outline the parameters of what is acceptable and what is not acceptable from an anti-corruption view. We have established procedures for conducting due diligence on our partners, manufacturers, suppliers, logistics providers and other third parties that may interact with foreign officials on our behalf.

Our Whistleblower Policy further supports our stated goals with our governance structure while encouraging transparency, facilitating confidentiality, and providing multiple avenues for employees and non-employees to submit concerns about accounting, auditing or other matters.

We are committed to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. We believe our reputation for integrity and fair dealing is an important component of our success and the personal satisfaction of our employees.

Our board of directors, consisting of 9 directors (7 of whom are independent), is responsible for oversight of the management of the company for the long-term benefit of our stakeholders. Our corporate governance policies and practices include evaluations of the board of directors and its committees and continuing director education. Our Nominating and Corporate Governance Committee oversees corporate governance matters. Our Audit Committee reviews our policies and practices relating to financial, environmental and social responsibility, and monitors certain key risks including cybersecurity risks.

We believe that a range of tenure is important in order to provide fresh perspectives and deep experience and knowledge. Our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences in making determinations regarding nominations of directors.

Our internal risk management teams oversee compliance with applicable laws and regulations and coordinate with subject matter experts throughout our business to identify, monitor and mitigate risk including information security risk management and cybersecurity programs. Arista performs an enterprise risk assessment that is reviewed by the Audit Committee on an annual basis and monitored on a quarterly basis by the Audit Committee. The enterprise risk assessment is an assessment of key risks, including cybersecurity risks, data privacy, supply chain, human capital, and others.

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Q

How do I vote?

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Can I change my vote?

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If you are a stockholder of record, you can vote in one of the following ways:

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•  by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EST on May 29, 2025 (have your proxy card in hand when you visit the website);

•  by toll-free telephone at 1-800-690-6903 until 11:59 p.m. EST on May 29, 2025 (have your proxy card in hand when you call);

•  by signing, dating, and returning your proxy card (if you received printed proxy materials); or

•  by attending and voting at the Annual Meeting at www.virtualshareholdermeeting.com/ANET2025. To attend and participate in the Annual Meeting, you will need 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.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

•  entering a new vote by Internet or by telephone;

•  returning a later-dated proxy card;

•  notifying the Secretary of Arista Networks, Inc., in writing, at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054; or

•  attending and voting at the Annual Meeting at www.virtualshareholdermeeting.com/ANET2025.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

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Who is entitled to vote?

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the record date, may vote at the Annual Meeting. As of the record date, there were 1,255,625,511 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

Stockholders of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting.

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Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Q

How do I ask questions during the Annual Meeting?

You will be able to attend the Annual Meeting online and submit your questions during the meeting at

www.virtualshareholdermeeting.com/ANET2025. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and, therefore, will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

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What is a quorum?

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How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support

be properly held under our amended and restated bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non- votes are counted as shares present and entitled to vote for purposes of determining a quorum.

number that will be posted on the Virtual Shareholder Meeting log-in page.

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What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Jayshree Ullal, Chantelle Breithaupt and Marc Taxay have been

Q

Do I have to do anything in advance if I plan to attend the Annual Meeting?

participate in the Annual Meeting only if you were a stockholder of record as of the close of business on April 2, 2025 or if you hold a valid proxy for the Annual Meeting.

You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/ANET2025. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials.

We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

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Name

 Director 

 Since 

Expiration of

Term for Which

Nominated

Charles Giancarlo (Director Nominee)

Daniel Scheinman (Director Nominee)

Yvonne Wassenaar (Director Nominee)

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Name

 Director 

Since

 Current Term 

Expires

Kelly Battles

Lewis Chew

Kenneth Duda

Greg Lavender

Mark B. Templeton

Jayshree Ullal

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Industry Expertise

Insight in the cloud and software industry to oversee our business and the risks we face.

Senior Leadership

Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations and policies.

Financial Knowledge and Expertise

Knowledge of financial markets, financing and accounting and financial reporting processes.

Diverse Backgrounds and Experiences

Diverse backgrounds and experiences that provide unique perspectives and enhance decision-making.

Cybersecurity/Information Security/Security

Expertise to oversee cybersecurity, privacy, and information security management.

Sales, Marketing and Brand Management

Sales, marketing and brand management experience to provide expertise and guidance to grow sales and enhance our brand.

Global/International Experience and Knowledge

Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business.

Governance, Risk Oversight and Compliance

Experience in public company corporate governance, risk oversight and management, compliance, policy and creating long term sustainable value.

Emerging Technologies and Business Models

Experience identifying and developing emerging technologies and business models to advise, analyze and strategize regarding emerging technologies, business models and potential acquisitions disrupting our industry, business and company.

Human Capital Management

Experience attracting and retaining top talent to advise and oversee our people and compensation policies.

Public Company Board Experience

Experience to understand the dynamics and operation of a public company and the applicable legal and regulatory landscape and risks.

ESG Experience

Experience addressing environmental, social and governance issues, including climate risk.

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Charles Giancarlo

Experience

Mr. Giancarlo has served as a member of our board of directors since April 2013. Mr. Giancarlo has been chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017, and Chairman of the board of directors of Pure Storage since September 2018. From January 2008 to October 2015, Mr. Giancarlo served as a managing director of Silver Lake Partners, a private investment firm and served as a senior advisor to the firm until 2015. From May 1993 to December 2007, Mr. Giancarlo served in various positions with Cisco Systems, Inc., most recently as executive vice president and chief development officer. Mr. Giancarlo has also served on the board of directors of Zscaler, Inc., a cloud-based information security company, since November 2016. He previously served as a director of Accenture plc, from November 2008 to February 2019. Mr. Giancarlo holds a B.S. degree in Electrical Engineering from Brown University, an M.S. degree in Electrical Engineering from the University of California at Berkeley and an M.B.A. from Harvard University.

Qualifications

We believe Mr. Giancarlo possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience as a venture capital investor and as an executive and board member of companies in the technology industry.

Independent Director

Age: 67

Director Since: 2013

Committee(s):

Compensation (Chair)

Other Current Public Company Boards:

Pure Storage, Inc.

Zscaler, Inc.

Daniel Scheinman

Experience

Mr. Scheinman has served as a member of our board of directors since October 2011. Since April 2011, Mr. Scheinman has been an angel investor. From January 1997 to April 2011, Mr. Scheinman served in various capacities with Cisco Systems, Inc., most recently as senior vice president, Cisco Media Solutions Group. Mr. Scheinman has served as a member of the board of directors of Zoom Video Communications, Inc., a cloud-based video communications company, since October 2011, where he is lead director, chair of the audit committee and a member of the compensation committee and SentinelOne, Inc., an autonomous AI endpoint security platform since September 2015, where he is lead independent director, chair of the nominating and corporate governance committee and a member of the compensation committee. He also currently serves on the board of directors of several private companies. Mr. Scheinman holds a B.A. degree in Politics from Brandeis University and a J.D. from the Duke University School of Law.

Qualifications

We believe Mr. Scheinman possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the legal industry and as an executive of companies in the technology industry.

Independent Director

Age: 62

Director Since: 2011

Committee(s):

Compensation

Nominating and Corporate Governance

(Chair)

Lead independent director

Other Current Public Company Boards:

Zoom Video Communications, Inc.

SentinelOne, Inc.

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Yvonne Wassenaar

Experience

Ms. Wassenaar has served as a member of our board of directors since July 2022. From January 2019 to May 2022, Ms. Wassenaar served as chief executive officer and member of the board of directors for Puppet, Inc., an information technology company. From November 2019 to June 2022, Ms. Wassenaar served as a member of the board of directors and audit committee of Anaplan, Inc., a cloud-based business planning software company. From June 2017 to September 2018, Ms. Wassenaar served as chief executive officer and member of the board of directors of Airware Inc., an enterprise drone analytics company. From August 2014 to May 2017, Ms. Wassenaar served as chief information officer for New Relic Inc., an information technology company. Ms. Wassenaar has served as a member of the board of directors and audit committee of Braze, Inc., a marketing automation platform, since June 2024. Ms. Wassenaar has served as a member of the board of directors of JFrog, Inc., a software development company, since September 2022, where she is a member of the compensation committee and chair of the nomination and governance committee. Ms. Wassenaar has served as a member of the board of directors and audit committee of Rubrik, Inc., a cloud data management company, since October 2021. Ms. Wassenaar has served as a member of the board of directors of Forrester Research, Inc., a research company, since June 2017, where she was a member of the audit committee from June 2017 through May 2024 and is a member of the compensation committee since May 2024. Ms. Wassenaar will retire as a member of the board of directors of Forrest Research, Inc. effective at the company’s upcoming annual meeting and will not stand for re-election. She also currently serves on the board of directors of several private companies. Ms. Wassenaar holds a B.A. degree in economics with a specialization in computing from the University of California, Los Angeles, and an M.B.A. from UCLA Anderson School of Business.

Qualifications

We believe Ms. Wassenaar possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience as a chief executive officer and board member of companies in the technology industry.

Independent Director

Age: 56

Director Since: 2022

Committee(s):

Audit

Nominating and Corporate Governance

Other Current Public Company Boards:

Forrester Research, Inc.

(retiring in May 2025)

JFrog, Inc.

Rubrik, Inc.

Braze, Inc.

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Kelly

Battles

Experience

Ms. Battles has served as a member of our board of directors since July 2020. Ms. Battles has over 30 years of finance, strategy and operational leadership experience. From July 2020 to January 2022, Ms. Battles served as chief financial officer of Alpha Medical Group, a telemedicine provider, where she has also served as a member of the board of directors since January 2022. From November 2016 to March 2020, Ms. Battles served as chief financial officer of Quora, a knowledge platform. Ms. Battles also previously served as chief financial officer of Bracket Computing, a cloud computing company, and Host Analytics, Inc., a cloud-based enterprise performance management solutions company. She served as vice president of finance of IronPort Systems, an email and web security company (since acquired by Cisco Systems, Inc.), director of strategy and corporate development group of Hewlett-Packard Company, an information technology company, and as an associate at both McKinsey and Company and JPMorgan Chase and Company earlier in her career. Ms. Battles currently serves as an independent board member and audit committee chair of DataStax, Inc., a data company, Genesys Cloud Services, Inc., a software company, and Clari, Inc., a revenue platform. Ms. Battles holds a B.S.E. degree in Operations Research / Systems Management from Princeton University and an M.B.A. from Harvard University.

Qualifications

We believe Ms. Battles possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience as a chief financial officer and as a board member of companies in the technology industry.

Independent Director

Age: 58

Director Since: 2020

Committee(s):

Audit

Lewis

Chew

Experience

Mr. Chew has served as a member of our board of directors since July 2021. From June 2012 to October 2021, Mr. Chew served as executive vice president and chief financial officer of Dolby Laboratories, Inc., an audio, voice and imaging technology company. From April 2001 to September 2011, Mr. Chew served as senior vice president and chief financial officer of National Semiconductor Corporation, a designer and manufacturer of semiconductor components. Prior to joining National Semiconductor Corporation, Mr. Chew was a partner at KPMG LLP, an accounting firm. Since March 2020, Mr. Chew has served on the board of directors of Cadence Design Systems, Inc., a multinational computational software company, where he is chair of the audit committee, and since April 2024, Mr. Chew has served as a member of the board of directors and chair of the audit committee of Intuitive Surgical, Inc., a leading surgical robotics company. From September 2009 to April 2019, Mr. Chew served as a director of PG&E Corporation, an energy-based holding company, where he served as chair of both the public policy committee and the audit committee. Mr. Chew holds a B.S. degree in Accounting from the Leavey School of Business at Santa Clara University.

Qualifications

We believe Mr. Chew possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience as a senior executive officer and board member of companies in the technology industry.

Independent Director

Age: 62

Director Since: 2021

Committee(s):

Audit (Chair)

Other Current Public Company Boards:

Cadence Design Systems, Inc.

Intuitive Surgical, Inc.

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Kenneth

Duda

Experience

Mr. Duda is one of our founders and has served in various roles with us from 2004 to present. Mr. Duda has served as a member of our board of directors since December 2023. Since September 2011, Mr. Duda has served as our Chief Technology Officer and Senior Vice President of Software Engineering. From April 1999 to October 2004, Mr. Duda served as chief technology officer of There, Inc., a virtual worlds company. From September 1996 to April 1999, Mr. Duda was leading the software development of the switch kernel for the Gigabit System Business Unit with Cisco Systems, Inc. Mr. Duda holds B.S. and M.S. degrees in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology and a Ph.D. degree in Computer Science from Stanford University.

Qualifications

We believe Mr. Duda possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the networking industry and the operational insight and expertise he has accumulated as one of our founders and as our Chief Technology Officer and Senior Vice President, Software Engineering.

Director

Age: 53

Director Since: 2023

Committee(s):

N/A

Greg

Lavender

Experience

Dr. Lavender has served as a member of our board of directors since March 2025. Dr. Lavender is the Chief Technology Officer for Intel Corporation, a semiconductor manufacturing company, since November 2023. Prior to becoming the Chief Technology Officer at Intel Corporation, Dr. Lavender was the Corporate Chief Technology Officer and Senior Vice President / General Manager of the Software and Advanced Technology Group of Intel Corporation from June 2021 to November 2023. From January 2018 to June 2021, Dr. Lavender, held senior positions, including Senior Vice President and Chief Technology Officer, at VMware, a software development company. Prior to VMware, Dr. Lavender held leadership positions at Citigroup, Cisco Systems and Sun Microsystems. Dr. Lavender also serves as a member of the Board of Advisors to Virginia Tech’s College of Engineering and is a member of the Department of Computer Sciences Advisory Council to The University of Texas at Austin. Before Dr. Lavender’s career in tech began, he was on the faculty of the University of Texas at Austin for 14 years, including three years as Associate Chairman for Academics. Dr. Lavender holds a B.S. degree in computer science (applied mathematics) from the University of Georgia, and a M.S. in computer science (software engineering) and PhD in computer science (networking and distributed systems) from Virginia Tech.

Qualifications

We believe Dr. Lavender possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience as a chief technology officer of Intel Corporation.

Independent Director

Age: 64

Director Since: 2025

Committee(s):

Audit

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Mark B. Templeton

Experience

Mr. Templeton has served as a member of our board of directors since June 2017. Mr. Templeton served as the chief executive officer and a member of the board of directors of DigitalOcean, Inc., a cloud computing company from June 2018 to August 2019. Previously, he served as the president and chief executive officer and a member of the board of directors of Citrix Systems, Inc., a global provider of virtualization, mobility management, networking and software as service solutions, from January 1998 until his retirement in October 2015. Since July 2023, Mr. Templeton has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Mr. Templeton served on the board of directors of Health Catalyst, Inc., a provider of data and analytics technology and services to health care organizations, from July 2020 to March 2024. Mr. Templeton served on the board of directors of Equifax, Inc., a consumer credit reporting agency, from February 2008 to November 2018 and Keysight Technologies, Inc., an electronics test and measurement equipment company, from November 2015 to July 2018. Mr. Templeton holds a B.A. degree in product design from North Carolina State University and an M.B.A. from the Darden School of Business at the University of Virginia.

Qualifications

We believe Mr. Templeton possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the networking industry and as chief executive officer and board member of companies in the technology industry.

Independent Director

Age: 72

Director Since: 2017

Committee(s):

Compensation

Other Current Public Company Boards:

Nutanix, Inc.

Jayshree

Ullal

Experience

Ms. Ullal has served as our Chief Executive Officer, President and a member of our board of directors since October 2008 and as our Chairperson of the Board since December 2023. From September 1993 to May 2008, Ms. Ullal served in various positions at Cisco Systems, Inc., with her last position as senior vice president of data center, switching and services group. Prior to that, Ms. Ullal was a vice president of marketing at Crescendo Communications, Inc., Cisco’s first acquisition in 1993. She has also held various product and engineering positions at Ungermann-Bass, a computer networking company, Advanced Micro Devices, Inc., a semiconductor company, and Fairchild Semiconductor, a semiconductor company. Ms. Ullal has served as a member of the board of directors of Snowflake Inc., a cloud-based datawarehousing company since June 2020. Ms. Ullal holds a B.S. degree in Engineering (Electrical) from San Francisco State University and an M.S. degree in Engineering Management from Santa Clara University. She is a 2013 recipient of the Santa Clara University School of Engineering Distinguished Engineering Alumni Award.

Qualifications

We believe that Ms. Ullal possesses specific attributes that qualify her to serve as a member of our board of directors, including her extensive experience in the networking industry and the operational insight and expertise she has accumulated as our President and Chief Executive Officer.

Director

Age: 64

Director Since: 2008

Committee(s):

N/A

Other Current Public Company Boards:

Snowflake Inc.

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Mr. Giancarlo has assured our board of directors that he is fully committed to the board of directors and will dedicate the appropriate amount of time to fulfill his duties as a member of our board of directors.

Despite being on multiple boards and serving as chief executive officer of Pure Storage, our experience is that Mr. Giancarlo is prepared for board meetings as demonstrated by his insightful questions and comments.

Mr. Giancarlo’s high attendance record demonstrates his commitment to our board of directors, participating in 100% of board meetings and 100% of compensation committee meetings in 2024.

Mr. Giancarlo’s experience on the board of directors of other public companies and his role as chief executive officer will benefit us by providing his insight and experience that enhances his value to Arista.

Mr. Giancarlo has valuable experience and background including his extensive experience as a chief executive officer and as a board member of companies in the technology industry.

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Board structure and composition

Board culture and relationship with management

Information received by the board

Quality of board meetings, board responsibilities and performance

Current topics

Each Committee of the Board

BOARD EVALUATION PROCESS

HOW RESULTS ARE USED:

1 

Evaluation process discussed at Nominating and Corporate Governance Committee meeting

By the board of directors, to identify skills or expertise that may be used as criteria when the board of directors considers new board candidates

By the board of directors, to identify strengths and areas of opportunity of each board member and to provide insight into how each board member can be most valuable to Arista

By the board of directors, to improve their agenda topics so that the information they receive enables them to effectively address the issues they consider most critical

By the Nominating and Corporate Governance Committee, as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the board of directors

2 

Each board member assesses performance and effectiveness of the board of directors, and as applicable, the committees

3 

Board members meet one-on-one with outside counsel to discuss their assessments and to provide feedback

4 

Outside counsel shares feedback received with the General Counsel, Nominating and Corporate Governance Committee and the full board

5 

The full board reviews and develops plans to take actions based on the results, as appropriate

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AUDIT COMMITTEE

NUMBER OF MEETINGS: 4

Lewis Chew (Chair)

Kelly Battles

Greg Lavender⁽¹⁾

Yvonne Wassenaar

Dr. Lavender began serving on the Audit Committee upon his appointment as a director.

Providing oversight of our accounting and financial reporting processes and the audit of our financial statements

Assisting our board of directors in oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence, and performance, (iv) our internal accounting and financial controls, and (v) the organization and performance of our internal audit function

Providing to our board of directors such information and materials as it may deem necessary to make our board of directors aware of significant financial matters that require the attention of our board of directors

Preparing the report required by the SEC rules to be included in our proxy statement for the annual meeting of stockholders

Reviewing and discussing with management, including our internal audit function, if applicable, and our independent auditor guidelines and policies to identify, monitor, and address enterprises risks, including our investment policies

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Reviewing and discussing with management the adequacy and monitoring of our compliance programs with respect to legal, ethical, and regulatory requirements, including our Code of Ethics and Business Conduct, compliance with anti- bribery and anti-corruption laws, and compliance with export laws

Reviewing periodic reports from management on our internal compliance policies and procedures

Reviewing and discussing with management our policies and practices relating to environmental and social responsibility matters

Reviewing and discussing with management risks to significant cybersecurity matters and concerns involving the Company, including information security, data privacy, backup of information systems and related regulatory matters and compliance

All committee members are independent under the NYSE listing standards and the heightened independence requirements applicable to Audit Committee members under SEC rules

All current committee members are financially literate in accordance with NYSE listing standards. Mr. Chew, Ms. Battles and Ms. Wassenaar qualify as an “Audit Committee financial expert” under SEC rules and have accounting or related financial management expertise in accordance with NYSE listing standards.

COMPENSATION COMMITTEE

NUMBER OF MEETINGS: 4

Charles Giancarlo (Chair)

Daniel Scheinman

Mark B. Templeton

Providing oversight of our compensation policies, plans, benefits programs, and overall compensation philosophy

Assisting our board of directors in discharging its responsibilities relating to (i) oversight of the compensation of our Chief Executive Officer, and other executive officers, and (ii) approving and evaluating our executive officer compensation plans, policies, and programs

Administering our equity compensation plans for our employees

Reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and other executive officers, evaluating performance in light thereof, and considering factors related to our performance, including accomplishment of our long-term business and financial goals

Evaluating, at least annually, our compensation policies and practices with management to review the relationship between risk management policies and compensation and evaluating compensation policies and practices that could mitigate any such risk

Monitoring compliance with our stock ownership guidelines and recommending to our board of directors any changes to such guidelines

Monitoring compliance with our clawback policy and approving any changes to such policy

All committee members are independent under the NYSE listing standards and the independence requirements applicable to Compensation Committee members under NYSE rules and the heightened independence requirements under SEC rules

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

NUMBER OF MEETINGS: 4

Daniel Scheinman (Chair)

Yvonne Wassenaar

Reviewing and making recommendations regarding corporate governance

Reviewing and making recommendations to our board of directors regarding the composition and size of our board of directors and determining the relevant criteria (including any minimum qualifications) for board membership, including issues of character, professional ethics and integrity, judgment, business acumen, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, an understanding of the our business, an understanding of the responsibilities that are required of a member of our board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board of directors

Identifying, considering and recommending candidates to fill new positions or vacancies on our board of directors

Reviewing actual and potential conflicts of interest of our board of directors and corporate officers

Making recommendations for continuing education of our board of directors

Leading the annual performance review of our board of directors, its committees and management

Reviewing succession planning for our executive officers

All committee members are independent under the NYSE listing standards and SEC rules

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BOARD OF DIRECTORS

•    Meets with CEO, CISO and other members of the senior management team at quarterly meetings of our board of directors where they discuss strategy and risks facing the Company

•    Confirms that the risk management processes designed and implemented by management are appropriate and functioning as designed

•    Reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, evaluates the risks inherent in significant transactions, and provides guidance to management

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AUDIT COMMITTEE

•    Assists in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance

•    Discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management

•    Reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures

•    Monitors certain key risks on a regular basis throughout the fiscal year, such as cybersecurity risk and risk associated with internal control over financial reporting and liquidity risk

•    Reviews the adequacy and monitoring of our compliance programs for legal, ethical and regulatory requirements

•    Reviews our risk management policies, including our investment policies

•    Reviews management reports on internal compliance policies and procedures

•    Reviews and discusses with management our policies and practices relating to environmental and social responsibility matters

•    Reviews and discusses with management our information security policies and internal controls regarding information security

•    Oversees management’s implementation of our cybersecurity risk management program

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

•    Manages risks associated with board organization, membership and structure, corporate governance and succession planning

•    Reviews any conflicts of interest

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COMPENSATION COMMITTEE

•    Assesses risks created by the incentives inherent in our compensation policies

•    Evaluates compensation policies and practices that could mitigate risks

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Director

Fees Earned

or Paid in

Cash ($)⁽¹⁾

Stock

Awards ($)⁽²⁾

Option

Awards ($)

Kelly Battles

Lewis Chew

Charles Giancarlo

Daniel Scheinman

Mark B. Templeton

Yvonne Wassenaar

The amounts reported represent the fees earned for service on our board of directors and committees of our board of directors for 2024.

In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of restricted stock units granted to non-employee directors during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for restricted stock units is measured based on the closing price of Arista’s common stock on the date of grant. Each of Mses. Battles and Wassenaar and Messrs. Chew, Giancarlo, Scheinman and Templeton received an award of 3,380 restricted stock units on June 7, 2024.

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Director

Kelly Battles

Lewis Chew

Charles Giancarlo

Daniel Scheinman

Mark B. Templeton

Yvonne Wassenaar

Represents the number of restricted stock units unvested as of December 31, 2024.

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 PROPOSAL NO. 1

   ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” EACH OF THE NOMINEES NAMED ABOVE.

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 PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE

COMPENSATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF

THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

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 PROPOSAL NO. 3

 RATIFICATION OF INDEPENDENT

 REGISTERED PUBLIC

 ACCOUNTING FIRM

Audit Fees⁽¹⁾

Audit-Related Fees⁽²⁾

Tax Compliance Fees⁽³⁾

Tax Advice and Planning Fees⁽⁴⁾

All Other Fees⁽⁵⁾

Total Fees

Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards.

Tax Compliance Fees consist of fees for tax compliance and the preparation of original and amended tax returns and refund claims.

Tax Advice and Planning Fees consist of fees for tax advice and tax planning assistance, including non-recurring tax assistance in connection with acquisitions and intellectual property alignment.

All Other Fees consist of fees billed for products and services provided by the independent registered public accountants other than those that meet the criteria above.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.

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Dr. Lavender joined our board of directors and the Audit Committee on March 14, 2025 and did not participate in the Audit Committee actions reported above.

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Name

Jayshree Ullal

Chantelle Breithaupt