Kelly Battles

About Kelly Battles

Kelly Battles, age 58, is an independent director of Arista Networks (ANET) serving since 2020; she sits on the Audit Committee and is designated an “Audit Committee financial expert” under SEC rules, reflecting deep finance and accounting expertise . Battles holds a B.S.E. in Operations Research/Systems Management from Princeton University and an MBA from Harvard University, and brings 30+ years of finance, strategy, and operational leadership across technology companies, including multiple CFO roles .

Past Roles

Organization	Role	Tenure	Notes
Alpha Medical Group	Chief Financial Officer	Jul 2020 – Jan 2022	Also serves on Alpha’s board since Jan 2022
Quora	Chief Financial Officer	Nov 2016 – Mar 2020	Finance leadership at consumer knowledge platform
Bracket Computing	Chief Financial Officer	Not disclosed	Cloud computing – enterprise infrastructure
Host Analytics, Inc.	Chief Financial Officer	Not disclosed	Cloud EPM solutions
IronPort Systems	Vice President of Finance	Not disclosed	Email/web security; acquired by Cisco
Hewlett-Packard Company	Director, Strategy & Corporate Development	Not disclosed	Corporate development in IT
McKinsey & Company	Associate	Not disclosed	Strategy consulting
JPMorgan Chase & Company	Associate	Not disclosed	Financial services experience

External Roles

Organization	Role	Tenure	Committees/Impact
DataStax, Inc. (private)	Independent Board Member	Current	Audit Committee Chair
Genesys Cloud Services, Inc. (private)	Independent Board Member	Current	Audit Committee Chair
Clari, Inc. (private)	Independent Board Member	Current	Audit Committee Chair

Board Governance

Committee assignments: Audit Committee member; not a committee chair .
Independence: Board determined Battles is independent; only independent directors sit on board committees .
Financial expert: Qualifies as an “Audit Committee financial expert” and is financially literate per NYSE standards .
Attendance: Each director attended at least 75% of 2024 board and relevant committee meetings; all directors except Kenneth Duda attended the 2024 annual meeting (i.e., Battles attended) .
Audit Committee cadence: The Audit Committee met 4 times in 2024; oversees financial reporting, compliance, cybersecurity, and ESG-related policies .

Fixed Compensation

Component (2024)	Detail	Amount/Units
Board cash retainer	Non-employee director	$75,000
Audit Committee member fee	Non-chair service	$12,500
Total cash fees	Sum of retainers	$87,500
Annual equity grant	RSUs granted 6/7/2024	3,380 RSUs
Grant-date fair value	Equity award valuation	$250,788
Total 2024 director comp	Cash + equity	$338,288
Unvested RSUs at 12/31/2024	Outstanding equity	1,688 RSUs

Policy signal: In Feb 2025, ANET approved a revised policy granting $250,000 of RSUs to outside directors, vesting quarterly over one year, using the lowest closing price in the prior 90 trading days to set grant size (automatic grants post-annual meeting) .

Performance Compensation

Performance Metric	Applies to Director Pay?	Notes
Financial/ESG/TSR metrics	No	Director equity is time-based RSUs; no disclosed performance metrics or options for directors
Vesting cadence	Yes (time-based)	Quarterly vesting over one year for director RSUs per 2025 policy; prior RSUs vest on standard schedules

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Battles
Private company boards	DataStax (audit chair), Genesys Cloud Services (audit chair), Clari (audit chair)
Potential interlocks or related-party exposure	Proxy describes related-person transaction policy and does not identify any transactions involving Battles

Expertise & Qualifications

CFO and finance leadership across multiple technology companies; strong public company governance exposure .
Audit Committee financial expert with accounting/financial management expertise under NYSE and SEC standards .
Strategy, operations, and risk oversight capabilities aligned to ANET’s audit oversight of financial reporting, compliance, and cybersecurity .

Equity Ownership

Metric	Value
Beneficial ownership (4/2/2025)	9,816 shares
% of shares outstanding	~0.0008% (9,816 ÷ 1,255,625,511)
RSUs vesting ≤60 days of 4/2/2025	844 shares
Unvested RSUs at 12/31/2024	1,688 shares
Director ownership guideline	3× annual cash board retainer; five-year compliance window
Guideline compliance status	All directors on track per company disclosure
Hedging/derivatives policy	Prohibits directors, officers, employees, etc. from hedging/derivative transactions; short sales prohibited
Pledging policy	Pledging prohibited for certain executive officers; no specific ban on director pledging disclosed

Governance Assessment

Strengths: Independent director and Audit Committee financial expert; strong finance/CFO background enhances audit oversight; attended ≥75% of meetings; director pay mix emphasizes equity with formulaic, time-based grants—aligns interests without short-term performance gaming .
Alignment: Stock ownership guidelines (3× retainer) with disclosure that directors are “on track”; hedging/short sales prohibited—supports long-term alignment and risk discipline .
Risks/Watch items: Direct ownership is modest in percentage terms, typical for non-employee directors; no Battles-specific related-party transactions disclosed; no performance-linked metrics in director equity—appropriate for director independence but offers limited pay-for-performance signaling at the board level .
Overall signal: Governance posture appears robust—independent committee membership, financial expert designation, solid attendance, and transparent director compensation framework; no evident conflicts or red flags disclosed for Battles .