SEC Form DEF 14A filed by Arista Networks Inc.

 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DEAR STOCKHOLDERS OF ARISTA NETWORKS, INC.:

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Arista Networks, Inc., a Delaware corporation, will be held on Friday, May 29, 2026 at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted in a virtual format to provide convenience to our stockholders and enable increased stockholder participation. You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/ANET2026. To access the virtual meeting, you will need to enter the control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on the instructions that accompanied your proxy materials.

Our board of directors has fixed the close of business on April 2, 2026 as the record date for the Annual Meeting or any postponement, adjournment or continuation thereof. Only stockholders of record at the close of business on April 2, 2026 are entitled to notice of and to vote at the Annual Meeting or any postponement, adjournment or continuation thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending the Annual Meeting as a stockholder, you must follow the instructions set forth on page 13 of the accompanying proxy statement.

On or about April 16, 2026, we expect to mail to our stockholders the Notice, which provides instructions on how to access our proxy statement for the Annual Meeting and our annual report to stockholders, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

We appreciate your continued support of Arista Networks, Inc. and look forward to either greeting you virtually at the Annual Meeting or receiving your proxy.

By order of the Board of Directors,

JAYSHREE ULLAL

Chief Executive Officer and Chairperson

Santa Clara, California

April 16, 2026

TABLE OF CONTENTS

 2026 PROXY STATEMENT SUMMARY

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Arista Networks, Inc., a Delaware corporation (“we,” “us,” “our,” the “Company” or “Arista”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). Our principal executive offices are located at 5453 Great America Parkway, Santa Clara, California 95054. This summary highlights information contained in this proxy statement. We encourage you to read the entire proxy statement for more information prior to voting.

Proposals and Board Recommendations

Director Nominees

Name and Occupation		Age		Director Since		Independent		Committees
Lewis Chew, Director		63		2021				Audit
Greg Lavender, Director		65		2025				Audit
Mark B. Templeton, Director		73		2017				Compensation

2025 Business Highlights

2025 Achievements

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Board of Directors Snapshot

The following tables set forth information as of April 2, 2026, for each of our directors with terms expiring at the Annual Meeting and for each of the continuing members of our board of directors:

DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES

CONTINUING DIRECTORS

BOARD SKILLS MATRIX

The following table summarizes the key qualifications, skills and attributes of our director nominees and the continuing members of our board of directors. A mark indicates a specific area of focus or expertise on which our board of directors particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in greater detail.

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

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

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

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Backgrounds and Experiences Backgrounds and experiences that provide unique perspectives and enhance decision-making.

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Cybersecurity/Information Security Expertise to oversee cybersecurity, privacy, and information security management.

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

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Global/International Experience and Knowledge Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business.

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

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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.

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

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

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

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Our Commitment to Corporate Responsibility

Arista is committed to continued transparency, proactive engagement and consistent communication of our corporate responsibility strategies and programs. Our core competency remains designing, manufacturing and delivering leading software-driven cloud networking solutions. However, Arista is also dedicated to delivering a superior customer experience, increasing stockholder value, serving our communities and creating a workplace where talent is rewarded and can thrive. To maximize our efforts, we continue to focus our corporate programs on key material aspects related to good governance, environmental stewardship, supply chain management, and social responsibility.

We are committed to sound corporate governance principles that we believe serve the best interest of all our stockholders and to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. Our board of directors and senior leadership team recognize the continued importance of striving to meet all our responsibilities. We believe our reputation for integrity and fair dealing is an important component of our success and the personal satisfaction of our employees. We are also dedicated to driving additional progress in initiatives to enhance sustainability, employee engagement and transparency through continuous improvement.

The core values of Arista reflect what is truly important to us as an organization. Arista was founded on the principle of doing things the “Arista Way,” which is to drive for customer success in every aspect of what we do. We build and deliver innovative, high-quality products and services through commitment, innovation and uncompromising focus on customer needs. This includes a commitment to designing, manufacturing and delivering leading software-driven cloud networking solutions in an environmentally and socially responsible manner and our corporate governance practices, such as those listed below, are meant to further our pursuit of the “Arista Way.”

Arista has robust and comprehensive policies and procedures in place that support honest business conduct and solid business ethics. The full text of several of these policies, including our Code of Ethics and Business Conduct, Corporate Governance Guidelines, and Whistleblower Policy are available in the Governance section of our website at https://investors.arista.com.

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STOCKHOLDER OUTREACH

We regularly evaluate our corporate governance practices against prevailing best practices and emerging and evolving topics identified through stockholder outreach, current literature and corporate governance organizations. We are receptive and responsive to the perspectives of our stockholders as expressed through their engagement with us. As we have in previous years, we again engaged in meaningful, robust and proactive stockholder outreach throughout 2025 and into 2026, with participation by several of our independent directors, including our Lead Independent Director and the Chair of our Compensation Committee, senior leadership, and investor relations team.

These discussions covered a wide variety of topics, including executive compensation, corporate governance, and sustainability. We take our stockholders’ feedback on all matters, including executive compensation, seriously, as discussed further in the section entitled “Board of Directors & Corporate Governance — Stockholder Outreach.” Furthermore, we are committed to meaningful outreach and engagement with our stockholders again in the coming year.

In particular, we understand the importance of stockholder input on our executive compensation, particularly in light of our say-on-pay vote in 2025. As discussed in detail in the section entitled, “Board of Directors & Corporate Governance — Stockholder Outreach — Response to 2025 Say-On-Pay,” members of our board of directors, including the Chair of the Compensation Committee, senior leadership and the investor relations team reached out to our stockholders for input specifically about our executive compensation program. During this focused outreach, we obtained feedback from 18 stockholders, collectively representing over 30% of our shares outstanding, including 10 of our top 25 institutional stockholders. Our Compensation Committee took the feedback from our stockholders seriously when considering the design of our executive compensation programs.

EXECUTIVE COMPENSATION HIGHLIGHTS

We are committed to aligning executive compensation incentives with the best interests of Arista and our stockholders. Therefore, a significant portion of the direct compensation opportunity for Named Executive Officers (“NEOs”) is variable and “at-risk” because it is contingent on the achievement of defined performance goals. Furthermore, the equity vesting structure for our NEOs requires long service periods before equity awards vest in full, incentivizing retention and a long-term perspective. As discussed further in the section entitled “Executive Compensation,” we believe that our executive compensation program is designed to align executive compensation with performance and promote retention.

As part of designing an effective executive compensation program, we have adopted many compensation-related best practices. The following compensation governance standards in our executive compensation policies and practices are currently in effect:

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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 and 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 Arista’s strategic plan and both short- and long-term operating objectives. In accordance with our compensation philosophy established by the Compensation Committee and the board of directors, we believe our executive pay is well aligned with performance, creating a positive relationship between our operational performance and stockholder returns.

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Arista is all about respect, integrity, innovation, passion, pride, and trust. We conduct employee engagement surveys globally on an annual basis to gather information and feedback from our team members. We use a holistic organization-wide approach to respond to the results of the surveys, analyzing the data for potential actions and positive change that can be taken in the areas of leadership, communication, culture, inclusion, professional development and other areas. Beyond the workplace, the health and wellbeing of our colleagues is among our top priorities and in recognition of this, Arista offers ongoing wellness webinars and quarterly wellness weeks focused on mental, physical and financial health, social activity and professional development.

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 2025, Arista was extremely honored and humbled to receive a record number of external recognitions primarily based on enthusiastic employee feedback. These recognitions include:

We are committed to developing a qualified and motivated workforce to power our continued evolution. The health and safety of our employees is among our top priorities. 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.

		We are aware of how our presence and partnership can positively impact others. Therefore, we are consciously and continuously working to systemically create positive change in our communities by partnering with impactful nonprofits through fundraising and sponsorship activities as well as volunteer events. The Arista Foundation’s giving priorities are aligned with the United Nations’ Sustainable Development Goals and are generally focused on education, hunger, environmental sustainability, and disaster relief. In 2025, we are proud to have:   • Continued our partnership and support of Arizona State University, including their Technical Upskilling program, providing workforce readiness training and technical certification opportunities.   • Rapidly hosted an employee fundraiser with matching Arista Foundation support to provide aid for those impacted by the fires in Southern California and the floods in Punjab, India.   • Planted trees globally through partnerships with a number of nonprofits.   • 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.

Through strategic nonprofit partnerships, pro bono work, volunteerism and philanthropy, our corporate responsibility efforts are focused on contributing to the creation of a better world. Going forward, Arista will continue to partner with nonprofit organizations that work to increase the number of individuals having access to education, decrease the number of individuals facing economic barriers and support the communities in which we operate and our employees work and live.

We engage responsibly and proactively with suppliers throughout our global supply chain to conserve resources, save costs, and ensure ethical practices and sustainable sourcing. Our Supply Chain Sustainability Expectations Policy defines explicit requirements designed to reflect industry-leading practices. As a proud member of the Responsible Business Alliance (“RBA”), which strives to develop a global supply chain that consistently operates with social, environmental and economic responsibility, we work to embed RBA practices in our operations.

In accordance with the commitments in our Human Rights Policy, Arista takes measures to continuously ensure the absence of slavery, human trafficking and forced labor in our supply chain and therefore, ensure compliance with the California Transparency in Supply Chains Act, Australian Modern Slavery Act and the UK Modern Slavery Act. We perform supplier risk assessments and encourage our suppliers to adhere to the RBA Code of Conduct, which outlines comprehensive standards across labor practices, health and safety, environmental stewardship, business ethics, and management systems. Furthermore, we continue to be a member of the Responsible Minerals Initiative and have management systems in place to ensure that the components of our products are sourced responsibly.

Arista’s website contains more information on our corporate responsibility programs. We routinely engage with our stockholders to better understand their views, carefully considering the feedback we receive and acting when appropriate. For more information, please visit our corporate website: arista.com.

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 QUESTIONS AND ANSWERS

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

 BOARD OF DIRECTORS & CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Our board of directors is committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. The full text of our Corporate Governance Guidelines is available in the Governance section of our website at http://investors.arista.com. We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve.

BOARD EFFECTIVENESS

Board Composition

Set forth below is biographical information for the nominees and for each of the continuing members of our board of directors. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

NOMINEES FOR DIRECTOR

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. 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. Mr. Chew brings extensive experience in financial reporting, audit and operations as a partner at KPMG LLP and senior executive officer at technology companies like Dolby Laboratories, Inc. In addition, Mr. Chew has valuable financial and audit oversight experience as a board and audit committee member of companies in the technology industry like Cadence Design Systems, Inc. and Intuitive Surgical, Inc.

Key Skills Added to the Board:

Industry Expertise		Senior Leadership		Financial Knowledge and Expertise		Backgrounds/ Experiences		Cybersecurity/ Information Security		Sales, Marketing and Brand Management
Global/ International Experience and Knowledge		Governance, Risk Oversight and Compliance		Emerging Technologies and Business Models		Human Capital Management		Public Company Board Experience

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Experience

Dr. Lavender has served as a member of our board of directors since March 2025. Dr. Lavender is the co-founder and has served as Chief Technology Officer of Confidential Core AI, Inc., a company that addresses data security and agentic safety challenges with AI technology, since August 2025. Dr. Lavender served as the Chief Technology Officer for Intel Corporation, a semiconductor manufacturing company from November 2023 to June 2025. 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. Since September 2025, Dr. Lavender has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Dr. Lavender also serves as Visiting Industry Fellow in Computer Science at Cambridge University. 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. in computer science (applied mathematics) from the University of Georgia, and an M.S. in computer science (software engineering) and a Ph.D. 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. Dr. Lavender brings extensive technological and leadership experience as the former Chief Technology Officer of Intel Corporation and from prior senior leadership roles in technology and finance.

Key Skills Added to the Board:

Industry Expertise		Senior Leadership		Financial Knowledge and Expertise		Backgrounds/ Experiences		Cybersecurity/ Information Security		Sales, Marketing and Brand Management
Global/ International Experience and Knowledge		Governance, Risk Oversight and Compliance		Emerging Technologies and Business Models		Human Capital Management		Public Company Board Experience		CR Experience

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 healthcare 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. 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. Mr. Templeton brings extensive leadership, operations and industry experience from his roles as chief executive officer of DigitalOcean, Inc. and Citrix Systems, Inc., among other leadership positions. In addition, Mr. Templeton has valuable oversight experience at a variety of public companies in the technology industry.

Key Skills Added to the Board:

Industry Expertise		Senior Leadership		Financial Knowledge and Expertise		Sales, Marketing and Brand Management		Global/ International Experience and Knowledge		Governance, Risk Oversight and Compliance
Emerging Technologies and Business Models		Human Capital Management		Public Company Board Experience		CR Experience

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CONTINUING DIRECTORS

Key Elements of Board Independence at Arista

Our board of directors’ independence enables it to be objective and critical in carrying out its oversight responsibilities. Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has made the following determinations:

In making the determination that Mr. Giancarlo is independent, the board of directors considered the fact that Mr. Giancarlo is chief executive officer and a member of the board of directors of Pure Storage, Inc., and we sell products to and purchase products from Pure Storage, Inc. in the ordinary course of business. The board of directors determined that Mr. Giancarlo did not have a direct or indirect material interest in these transactions. Furthermore, payments made to us by Pure Storage, Inc. pursuant to such transactions did not exceed the greater of $1 million or 2% of Pure Storage, Inc.’s consolidated gross revenues in any of the last three fiscal years. As a result, the board of directors concluded that these transactions would not affect Mr. Giancarlo’s independence.

In making the determination that Dr. Lavender is independent, the board of directors considered the Company’s investment in Confidential Core AI, Inc. and the fact that Dr. Lavender is the co-founder of and currently serves as the Chief Technology Officer of Confidential Core AI, Inc. The board of directors determined that Dr. Lavender did not have a direct or indirect material interest in this transaction. Furthermore, payments made by us to Confidential Core AI, Inc. pursuant to such transaction did not exceed the greater of $1 million or 2% of Confidential Core AI, Inc.’s consolidated gross revenues in any of the last three fiscal years. As a result, the board of directors concluded that these transactions would not affect Dr. Lavender’s independence.

Director Commitments

Our board of directors recognizes that all members of our board of directors should dedicate sufficient time and attention to fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to board duties, our board of directors considers, among other things, whether directors may be “overboarded,” which refers to the situation where a director serves on an excessive number of boards. In addition, prior to recommending a candidate as a nominee for director, the Nominating and Corporate Governance Committee reviews the number of boards that the candidate serves on and considers whether those outside commitments may limit the ability of the candidate to devote sufficient time and attention to board duties.

Our board of directors believes that each of our directors, including each of our director nominees, has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors.

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Board Leadership Structure

We believe that the structure of our board of directors and its committees provides strong overall management of our Company and supports the risk oversight function of the board of directors. Our current Chairperson, Jayshree Ullal, is not independent under the listing standards of the New York Stock Exchange (“NYSE”) as a result of her role as our CEO. Our board of directors reviews this structure annually and believes that Ms. Ullal’s service as our Chairperson is appropriate and is in the best interests of our board of directors, our Company and our stockholders.

Our CEO is responsible for setting the strategic direction of our Company, the general management and operation of the business and the guidance and oversight of senior management. The Chairperson of our board of directors monitors the content, quality and timeliness of information sent to our board of directors and is available for consultation with our board of directors regarding the oversight of our business affairs. Our business is highly complex, with rapidly evolving technology, significant research and development investment, and sophisticated and demanding customers. Ms. Ullal brings essential knowledge and perspective as our CEO since 2008. Therefore, our board of directors believes that Ms. Ullal’s dual roles facilitate the flow of information and communications between the board of directors and management as well as promoting alignment of our strategic direction with the operation of our business.

As discussed in more detail below, our board of directors believes that the responsibilities of our lead independent director appropriately and effectively complement our combined chairperson and chief executive officer structure.

Lead Independent Director

Recognizing the importance of strong independent oversight, our board of directors has appointed Mr. Scheinman to serve as our lead independent director.

While the Chairperson directs the operations of the board of directors and is responsible for the overall management and effective functioning of the board of directors, the lead independent director provides leadership to the board of directors and particularly to the independent directors.

The lead independent director communicates with the CEO, disseminates information to the rest of the board of directors in a timely manner, and raises issues with management on behalf of the outside directors when appropriate. In addition, the lead independent director’s responsibilities include the following:

Board Structure

Our board of directors is divided into three staggered classes of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. Each class of directors is elected for a three-year term.

Our board of directors has reviewed this structure, in consultation with the Nominating and Corporate Governance Committee, and believes that it is in the best interests of our company and our stockholders. The structure of our board of directors encourages directors to focus on longer-term objectives, fosters long-term planning, supports the development of important institutional knowledge, strengthens working relationships and protects stockholder value. We operate in a rapidly scaling industry that is intertwined with evolving frontier technologies, which requires the longer-term perspective, institutional knowledge, and strong working relationships that our board structure facilitates. In addition, our board structure helps us recruit highly qualified directors who are willing to commit to our strategic vision.

Board of Directors Evaluation Process

Our board of directors seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. The Nominating and Corporate Governance Committee oversees this process, which is led by the chair of the committee. Our board of directors and committee evaluation process allows for annual assessment of our board of directors practices and the opportunity to identify areas for improvement.

The annual assessment includes an evaluation of:

The following is an overview of the board of directors evaluation process.

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Board of Directors Meetings and Committees

During our fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

As set out in our Corporate Governance Guidelines, we encourage but do not require our directors to attend the annual meeting of stockholders. All of our board members attended our 2025 annual meeting.

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2025

Our board of directors has three standing committees. Charters describing the responsibilities of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available in the Governance section of our website at http://investors.arista.com. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

KEY RESPONSIBILITIES

INDEPENDENCE/QUALIFICATIONS:

KEY RESPONSIBILITIES:

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INDEPENDENCE/QUALIFICATIONS:

KEY RESPONSIBILITIES

INDEPENDENCE/QUALIFICATIONS:

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.

Considerations in Evaluating Director Nominees

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees and considers a broad range of backgrounds and experiences in making determinations regarding nominations of directors and in overseeing the annual board of directors and committee evaluations. In accordance with the Company’s Corporate Governance Guidelines, in its evaluation of director candidates, including the members of the board of directors eligible for re-election, the Nominating and Corporate Governance Committee will consider: (a) the current size and composition of the board of directors; (b) the needs of the board of directors and the respective committees of the board of directors; (c) such factors as 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 Company’s business, an understanding of the responsibilities that are required of a member of the 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 the board of directors; and (d) other factors that the Nominating and Corporate Governance Committee may consider appropriate. The Nominating and Corporate Governance Committee shall also consider composition requirements imposed by applicable law. The Nominating and Corporate Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

The Nominating and Corporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors: (a) the highest personal and professional ethics and integrity; (b) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; (c) skills that are complementary to those of the existing board of directors; (d) the ability to assist and support management and make significant contributions to the Company’s success; and (e) an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

Below is a graphic summarizing the process for our board of directors to identify and review director candidates to join our board of directors:

Dr. Lavender, who was appointed to the board of directors by our other directors in March 2025, was initially suggested to the Nominating and Corporate Governance Committee for consideration as a potential director by our CEO. There is no arrangement or understanding between Dr. Lavender and any other persons pursuant to which he was selected as a director of Arista. In addition, Dr. Lavender does not have an interest in any transactions that would be reportable under Item 404(a) of Regulation S-K.

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Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Corporate Governance Committee will evaluate any recommendation for nominations to our board of directors in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. Under our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider candidates for our board of directors recommended by stockholders holding at least the minimum amount in market value of the Company’s securities entitled to vote on the election of directors as set forth in applicable SEC rules and regulations prior to the date of the submission of the recommendation so long as such recommendations and nominations comply with the certificate of incorporation and bylaws of the Company and applicable laws, including SEC rules and regulations. In addition, we have adopted a “proxy access” procedure. Our proxy access bylaw allows a stockholder or a group of no more than 20 stockholders to include director nominees in our proxy materials for an annual meeting of stockholders. More specifically, stockholders or groups of stockholders who have for at least three years maintained continuous ownership of at least 3% of our common stock may collectively include a number of director nominees not exceeding the greater of (A) two or (B) 20% of the number of directors in office. Such recommendations must include information about the candidate, including but not limited to, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our common stock and certain written representations and undertakings as outlined in our amended and restated bylaws. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

Any nomination should be sent in writing to our General Counsel or our Legal Department at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054. To be timely for our 2027 annual meeting of stockholders, our General Counsel or Legal Department must receive the nomination no earlier than January 31, 2027 and no later than March 2, 2027.

Stockholder Outreach

We believe that effective corporate governance should include regular, constructive conversations with our stockholders and we believe that we have had an effective stockholder engagement program. The results of our 2025 advisory vote on say-on-pay impelled us to complement our commitment to robust stockholder engagement with additional stockholder outreach that focused on better understanding our stockholders’ reasons for their 2025 say-on-pay votes. In 2025 and into 2026, members of our board of directors, senior management and investor relations participated in significant engagement with stockholders. We proactively contacted institutional stockholders representing over 40% of our outstanding shares. We met with stockholders who responded to our outreach and otherwise engaged in discussions with institutional stockholders representing approximately 45% of our outstanding shares. We sought and encouraged feedback from stockholders about our corporate governance practices, executive compensation and corporate responsibility programs, among other topics, with a particularly diligent focus on gathering and understanding stockholder feedback with respect to our executive compensation programs and related disclosures with the goal of taking specific actions to address the issues that contributed to the level of support for our 2025 advisory vote on say-on-pay, as discussed in more detail below in the section entitled “Response to 2025 Say-On-Pay.” Our board of directors and its committees receive updates about our stockholder outreach and take the feedback of our stockholders under serious consideration and in some cases take specific actions to address that feedback. We believe that this open, ongoing and two-way dialogue with our stockholders strengthens our governance practices, enhances the accountability of our board of directors and supports effective, long-term oriented decision making.

RESPONSE TO 2025 SAY-ON-PAY

Initial Stockholder Outreach

Following the filing of our proxy statement on April 16, 2025, and in advance of our 2025 annual meeting of stockholders, our board of directors and Compensation Committee conducted outreach to investors to discuss executive compensation and other matters of interest. We solicited feedback from 18 stockholders, collectively

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representing over 33% of our shares outstanding, including 13 of our top 25 institutional stockholders. Ultimately, prior to our 2025 annual meeting of stockholders we engaged with 13 stockholders, collectively representing over 25% of our shares outstanding. This engagement was conducted in one-on-one and group meetings held in-person and virtually, or by written correspondence. Meetings were led by members of our Compensation Committee, Nominating and Corporate Governance Committee and Audit Committee, including Messrs. Giancarlo, Scheinman and Templeton, and attended by representatives from senior management and our investor relations team. In addition, we supplemented our 2025 proxy statement with further information to address the recommendation of Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services (“ISS”) to vote against our 2025 advisory say-on-pay proposal.

In our pre-meeting stockholder engagement, and as explained in our proxy supplement filed on May 19, 2025, we reaffirmed that we remained committed to the principles of aligning pay with performance. As part of the 2025 pre-meeting engagement, we were diligent in discussing the rationale for the grant made to Mr. Duda in 2024 in light of the negative advisory recommendations of Glass Lewis and ISS, which were focused on this grant. We explained that we viewed the size of the grant to Mr. Duda in 2024 as appropriately tailored to the extraordinary importance of retaining and incentivizing him. The value of his experience and insight cannot be overstated. He is a pioneer in high-performance networking software, lead architect of Arista’s EOS Network Data Lake and drives Network-as-a-Service initiatives across our products. He has been essential to our past success and is crucial to our ability to execute our Arista 2.0 business strategy, achieve our future operational goals and create long-term stockholder value over the vesting period of the award. Moreover, Mr. Duda’s depth of experience, technological insight and proven leadership make him a valuable candidate for other opportunities. In furtherance of our Arista 2.0 strategy, Mr. Duda’s award was specifically designed to incentivize his long-term contributions and retention following its grant date in February 2024 to drive our performance well into the future as follows:

As illustrated above, no portion of the award would vest prior to Mr. Duda’s sustained contributions over the eight fiscal quarters of 2024 and 2025, with the first vesting occurring in the fourth quarter of 2025. Additionally, once the award began vesting, the rate of vesting was a low 5% quarterly vesting pace, with 55% of the shares subject to the award vesting in 2028, 2029 and 2030 for retention purposes. These features were designed to ensure Mr. Duda’s continued contributions into 2030, and delivered approximately $5 million annually over a 5-year period. We noted that, in granting the award, our Compensation Committee determined that this value was appropriate for a key contributor such as Mr. Duda in light of his overall compensation package and structure, his important role in executing our Arista 2.0 strategy, and the market for other opportunities available to him as an industry leader.

At our 2025 annual meeting of stockholders, our investors supported the compensation of our NEOs with approximately 62% of the votes approving the 2025 advisory say-on-pay proposal.

We believed that this low support was unjustified, as our compensation programs are deliberately designed to include significant performance-based components (including with respect to stock price appreciation which drives the majority of our compensation value) and have consistently resulted in us providing overall compensation to our executive officers between the 25^th percentile and 75^th percentile as compared to our peers.

Nonetheless, in response to the results of stockholders’ votes on the 2025 advisory say-on-pay proposal, our board of directors and Compensation Committee conducted supplemental stockholder engagement for a fresh review of our executive compensation program and address the vote outcome.

Further Stockholder Outreach

After our 2025 annual meeting of stockholders, members of our board of directors, together with senior management and our investor relations team, conducted additional stockholder engagement to gather more stockholder feedback. Given the results of stockholders’ votes on say-on-pay, this stockholder engagement program had a particularly diligent focus on obtaining and responding to stockholder feedback with respect to our executive compensation programs and related disclosures. The goal of the additional outreach was to deepen our understanding of our stockholders’ views of our executive compensation programs and gather additional feedback on our policies for consideration by the board of directors in the design of our compensation programs. We reached out to a broad group of stockholders within our top 25 institutional stockholders, with the goal of incorporating a broad range of stockholder perspectives that we could then incorporate into our decision-making process.

Over the course of this stockholder outreach:

Key Themes from Stockholder Engagement & Action Taken

Overall, during our stockholder outreach focused on soliciting feedback related to our advisory vote on say-on-pay in 2025, we obtained feedback from 18 stockholders, collectively representing over 30% of our shares outstanding, including 10 of our top 25 institutional stockholders.

The foregoing outreach supplemented and enhanced our robust and ongoing stockholder engagement program, through which we maintain two-way dialogues with our stockholders on a range of topics related to our business. Our stockholder engagement program runs primarily through the commitment and activity of our dedicated investor relations team and includes active participation from our senior leadership and board of directors. Overall, in 2025 and continuing in 2026, we proactively contacted institutional stockholders representing over 40% of our outstanding shares which, when combined with our engagement with stockholders who reached out to us, led us to engage with institutional stockholders representing approximately 45% of our outstanding shares. Over the course of these interactions we held over 100 engagement meetings with our institutional stockholders.

The feedback and perspectives we received leading up to and after the 2025 annual meeting of stockholders provided us with valuable and direct insight on our executive compensation program.

Throughout the engagement outreach, we heard a range of diverse stockholder perspectives. Our executive compensation programs were one of a number of topics we discussed, with many stockholders indicating that they were supportive of the 2024 grant to Mr. Duda and our executive compensation programs more broadly. Those stockholders expressed more interest in discussing our business plans given the accelerating pace of change in our industry. Nonetheless, some stockholders expressed concerns consistent with those highlighted in the outcome of the 2025 say-on-pay vote and in proxy advisor analyses. We took these concerns seriously and focused our review on the areas they identified.

As in previous years, in 2025 we discussed performance equity, time-based equity, incentive metrics and grant practices with our stockholders. In the context of executive compensation, a few key themes stood out in discussions with our stockholders, including stockholders both who did and did not support our 2025 advisory say-on-pay proposal, which were consistent with the stockholder sentiment conveyed to us by stockholders prior to the 2025 annual meeting of stockholders and in the recommendations of proxy advisors Glass Lewis and ISS, including: (1) the decision to grant a large, off-cycle award to Mr. Duda; (2) the robustness of disclosure about our short-term cash performance incentive program; and (3) lack of multi-year performance metrics equity awards.

Large One-Time and Off-Cycle Grants

Our response

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These and other considerations were reflected in the design of Mr. Nightingale’s new-hire equity grants in July 2025, which focused on incentivizing Mr. Nightingale to ramp up his contributions to both operational and integration goals immediately. The performance-based equity awards were split into three 6-month vesting tranches in a structure designed to provide our Compensation Committee and CEO the ability to implement performance goals that yielded targeted and immediate contributions and, with respect to the first tranche, rigorous and ambitious performance goals were implemented that clearly linked pay and performance. In particular, no portion of the first tranche was eligible to vest unless key bookings and product milestones were satisfied and Mr. Nightingale remained employed through February 20, 2026. His companion time-based grant was designed so that it does not begin to vest until August 20, 2026, with vesting continuing over the three following years, providing retention incentives for over four total years.

As a result of this design, 100% of Mr. Nightingale’s equity compensation that was eligible to vest within his first year of employment with us was performance-based. Any time-based vesting would only be eligible to be earned after he demonstrated sustained performance and the leadership qualities we demanded for more than a year, and such time-based equity would be spread out over four total years. Moreover, the time-based equity he was eligible to earn with respect to his first year of employment with us was a competitive $7.5 million, which we believe is in line with our peer group for a similar role. In agreeing to his initial equity package, we considered the compensation that he could secure, both in his role as Chief Executive Officer of Fastly, Inc., and more generally in the market, including by comparing the values and structure offered to those of his new-hire grant at Fastly, Inc., in 2022, which provided more generous immediate quarterly vesting with $6 million in intended value his first year of service, and by considering the significant reductions to his base salary and bonus opportunities that he accepted by joining us, as discussed further below.