Charles Giancarlo

About Charles Giancarlo

Independent director of Arista Networks since 2013; age 67. He is Chair of the Compensation Committee. Giancarlo is CEO (since Aug 2017) and Chairman (since Sep 2018) of Pure Storage and a director of Zscaler; previously Managing Director at Silver Lake and EVP/Chief Development Officer at Cisco. He holds a B.S. in Electrical Engineering (Brown), M.S. in Electrical Engineering (UC Berkeley), and MBA (Harvard) . The board affirms his independence, explicitly evaluating Arista’s ordinary-course transactions with Pure Storage and concluding no material interest and below applicable quantitative thresholds .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cisco Systems	Various roles; most recently EVP & Chief Development Officer	1993–2007	Senior product and development leadership in networking
Silver Lake Partners	Managing Director; then Senior Advisor	2008–2015	Technology investing and governance
Accenture plc	Director	2008–2019	Public company board experience

External Roles

Organization	Role	Tenure	Committees/Notes
Pure Storage, Inc.	Chief Executive Officer; Chairman	CEO since Aug 2017; Chair since Sep 2018	Executive role and board chair
Zscaler, Inc.	Director	Since Nov 2016	Director, cloud security domain expertise

Board Governance

Committee assignments: Compensation Committee Chair; not on Audit or Nominating & Corporate Governance .
Independence: Board determined he is independent; reviewed ordinary-course sales to/purchases from Pure Storage and concluded no direct/indirect material interest and amounts below the greater of $1M or 2% of Pure’s revenue in the last three fiscal years .
Attendance: 100% attendance at Board and Compensation Committee meetings in 2024; all directors attended at least 75% of their meetings .
Committee activity levels (2024): Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (4). Independent-only executive sessions held at each Board and Audit Committee meeting .
Overboarding assessment: Board acknowledges some proxy advisors may deem him “overboarded” due to CEO role plus multiple boards; Arista’s board concluded his preparedness, attendance, and contributions justify continued service as Compensation Committee Chair .
Lead Independent Director: Daniel Scheinman (not Giancarlo) .
Compensation consultant independence and committee composition: Compensation Committee comprised solely of independent directors; uses independent consultant (Aon) .

Fixed Compensation

Component	2024 Amount	Notes
Annual Board Retainer (cash)	$75,000	Standard for non-employee directors in 2024
Compensation Committee Chair fee (cash)	$25,000	2024 chair retainer
Total Cash Fees Paid (2024)	$100,000	Reported as fees earned for Giancarlo
Annual Director RSU Grant (2024)	$250,788	3,380 RSUs granted June 7, 2024; grant-date fair value per FASB ASC 718
2025 Director Equity Policy	$250,000 RSU value	New policy: RSUs equal to $250,000 (based on 90-day lowest close), vest quarterly over one year; automatic post-AGM
Committee/Audit membership fees	N/A	No additional meeting fees disclosed
Director Stock Ownership Guidelines	3x annual cash base retainer within 5 years; on track	Applicable to non-employee directors; “on track” compliance

Performance Compensation

Director equity is time-based RSUs; no director performance metrics or option awards disclosed for 2024 .
Hedging policy: Directors are prohibited from hedging/derivative transactions in Arista securities under the insider trading policy .
Clawback policy applies to executive officers (not directors); adopted July 2023 for incentive-based compensation restatements .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
Pure Storage, Inc.	CEO; Chairman	Arista engages in ordinary-course sales to and purchases from Pure; board concluded no material interest and independence preserved; amounts below the greater of $1M or 2% of Pure revenues in each of last 3 years
Zscaler, Inc.	Director	No related-party transactions disclosed. Provides cybersecurity domain insight

Board states no Compensation Committee interlocks; no Arista executives served on compensation committees of other companies where a reciprocal interlock would exist .

Expertise & Qualifications

Deep operating leadership in networking/cloud infrastructure (Cisco EVP & CDO; Pure Storage CEO/Chair) and investing (Silver Lake MD) .
Public company governance, compensation oversight as Compensation Chair at Arista .
Education: B.S. Electrical Engineering (Brown), M.S. Electrical Engineering (UC Berkeley), MBA (Harvard) .

Equity Ownership

Item	Amount	Details
Total beneficial ownership	359,420 shares	Includes 139,784 shares held by Giancarlo Family Trust; 218,792 shares held directly; 844 shares underlying RSUs vesting within 60 days
Ownership % of outstanding	<1%	Asterisk indicates less than 1%
Unvested RSUs outstanding (12/31/2024)	1,688	Non-employee director outstanding RSUs
Options	None disclosed	No director options listed in 2024 director awards table
Pledging/Hedging	Hedging prohibited for directors; pledging restriction applies to certain executive officers (not explicitly to directors)
Stock ownership guideline status	On track	Directors expected to reach 3x retainer within 5 years

Governance Assessment

Strengths:
- Independent director with 100% Board and Compensation Committee attendance in 2024; active engagement evidenced by prepared participation per Board’s assessment .
- Clear disclosure and board review of potential conflicts arising from his CEO role at Pure Storage; independence maintained under NYSE standards and Arista’s policies .
- Compensation Committee comprised solely of independent directors and supported by an independent consultant; refreshed 2025 director equity policy with transparent terms .
- Robust governance practices: independent executive sessions at each Board and Audit meeting; annual Board/committee evaluations .
Watch items / RED FLAGS:
- Overboarding perception risk: As an active CEO (Pure Storage), multi-board service may trigger negative proxy-advisor views despite Arista’s defense and his 2024 perfect attendance. Continued monitoring warranted, especially if workloads at Pure Storage or Zscaler intensify .
- Commercial ties with Pure Storage: Although ordinary-course and de minimis under independence thresholds, ongoing monitoring of magnitude/terms remains prudent .
Director Pay and Alignment:
- Cash/equity mix aligned with peers; 2024 total of $350,788 (cash + RSUs). Annual RSU grants support alignment; ownership guideline (3x retainer) and hedging prohibitions reinforce investor alignment .
Shareholder sentiment backdrop:
- Strong 2024 say-on-pay support (93%) indicates broad investor comfort with Arista’s compensation governance framework overseen by the committee he chairs .