Daniel Scheinman
About Daniel Scheinman
Independent director at Arista Networks since 2011 (age 62). Currently Lead Independent Director, Chair of the Nominating & Corporate Governance Committee, and member of the Compensation Committee. Background includes angel investing since 2011 and senior executive roles at Cisco; education: B.A. Politics (Brandeis) and J.D. (Duke). These credentials underpin governance, legal, and technology oversight on Arista’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | SVP, Cisco Media Solutions Group; prior capacities | 1997–2011 | Senior operator in technology; legal/exec background relevant to governance |
| Angel Investor | Angel investor | Since Apr 2011 | Technology investing; broad network and strategic perspective |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Zoom Video Communications, Inc. | Lead Director | Since Oct 2011 | Chair of Audit; member Compensation |
| SentinelOne, Inc. | Lead Independent Director | Since Sep 2015 | Chair Nominating & Corporate Governance; member Compensation |
Board Governance
- Independence and leadership: Independent director; Lead Independent Director at Arista, providing oversight, facilitating executive sessions, stockholder communication, and ensuring board fulfills strategy, risk, and succession oversight .
- Committee assignments: Chair, Nominating & Corporate Governance (4 meetings in 2024) ; Member, Compensation (4 meetings in 2024) .
- Board composition: 9 directors, 7 independent; only independent directors serve on committees; independent directors meet in executive session at each board and Audit Committee meeting .
- Attendance: In FY2024, each director attended at least 75% of board and applicable committee meetings; all board members (except Kenneth Duda) attended the 2024 annual meeting .
- Conflict oversight: Nominating & Corporate Governance Committee reviews actual and potential conflicts of interest of directors and officers .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Lead Independent Director retainer (cash) | $120,000 | Specific to Lead Independent Director |
| Committee Chair fee – Nominating & Corporate Governance | $12,000 | Chair fee schedule |
| Committee membership fee – Compensation | $10,000 | Non-chair committee membership |
| Total cash fees earned | $142,000 | Sum of above |
| Annual director equity (RSUs) grant-date fair value | $250,788 | 3,380 RSUs granted 6/7/2024 |
| Total Director Compensation (cash + equity) | $392,788 | 2024 non-employee director total |
Director Retainer Policy (2024 and updates):
- 2024 policy: cash retainers were $75,000 for general board service ($120,000 for Lead Independent Director), $30,000 Audit Chair, $25,000 Compensation Chair, $12,000 Nominating & Corporate Governance Chair; non-chair committee service $12,500 (Audit) and $10,000 (Comp/NomGov). Annual RSUs ~ $250,000 value vesting quarterly over one year .
- 2025 update: RSU value set to $250,000 based on the lowest closing stock price in the 90-trading-day window ending on grant; automatic grant post-annual meeting; vest quarterly over one year .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual director equity | RSUs vest quarterly over one year | No performance metrics; time-based vesting only |
No director bonus or performance-contingent equity is disclosed for non-employee directors; RSUs are time-based vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Zoom (Lead Director; Audit Chair; Comp member) ; SentinelOne (Lead Independent Director; NomGov Chair; Comp member) |
| Interlocks/conflicts | Arista disclosed independence assessments involving other directors’ affiliations (Pure Storage, Intel) with immaterial transactions; no related-party transactions reported involving Scheinman . |
Expertise & Qualifications
- Legal and governance expertise; senior operational experience in technology industry .
- Board skills matrix emphasizes governance, risk oversight, and public board experience across Arista’s board; Scheinman’s biography supports these competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Daniel Scheinman | 154,308 | <1% | Includes 844 shares issuable within 60 days upon RSU vesting |
| Unvested director RSUs at 12/31/2024 | 1,688 | — | Outstanding RSUs held as of FY-end |
Stock Ownership Guidelines:
- Non-employee directors must hold 3× annual cash base retainer within five years; directors are on track based on current accumulation rates .
Governance Assessment
- Strengths: Independent leadership (Lead Independent Director), active governance roles (NomGov Chair, Comp member), strong external governance experience (leadership at Zoom and SentinelOne), and clear director ownership alignment via RSU grants and stock ownership guidelines .
- Compensation structure: Cash fees reflect role-based responsibilities; equity is time-based RSUs with quarterly vesting, aligning director interests with shareholders without encouraging short-termism .
- Conflicts/related-party: No related-party transactions >$120,000 reported involving Scheinman; committee-led conflicts review in place .
- Risk indicators: Company policies restrict hedging/pledging and include SEC/Nasdaq-compliant clawback (executive focus) supporting overall governance posture . 2025 say-on-pay vote passed but with lower support (For 613,624,231; Against 374,475,398; Abstained 7,939,750), signaling heightened investor scrutiny of compensation practices broadly; directors on the Compensation Committee should remain attentive to investor feedback .
Appendix: Key Data Tables
2024 Non-Employee Director Compensation Detail (Scheinman)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $142,000 |
| Stock Awards ($) | $250,788 |
| Total ($) | $392,788 |
| RSUs Granted (units) | 3,380 (grant date 6/7/2024) |
| Unvested RSUs as of 12/31/2024 (units) | 1,688 |
Committee Meetings (2024)
| Committee | Meetings Held |
|---|---|
| Compensation | 4 |
| Nominating & Corporate Governance | 4 |
Beneficial Ownership (as of 4/2/2025)
| Name | Shares | % |
|---|---|---|
| Daniel Scheinman | 154,308 | <1% |
Say-on-Pay Vote (2025 Annual Meeting)
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 613,624,231 | 374,475,398 | 7,939,750 | 116,319,704 |
Related Person Transactions: No transactions above $120,000 reported (other than compensation and indemnification arrangements) for directors/officers; Audit Committee oversees policy and pre-approvals .
Board independence and executive sessions: 7/9 independent directors; independent-only committees; executive sessions at each board/Audit Committee meeting .
Lead Independent Director responsibilities (selected): convene independent director meetings, stockholder consultation, board-CEO relationship, and oversight of strategy/risk/succession .
Director equity policy: RSUs valued at $250,000; grants automatic after annual meeting; vest quarterly over one year ; 2024 policy similarly provided $250,000 RSUs vesting quarterly .
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