Lewis Chew

About Lewis Chew

Lewis Chew (age 62) is an independent director of Arista Networks and serves as Chair of the Audit Committee. He joined the board in July 2021 and is designated an Audit Committee financial expert. Chew holds a B.S. in Accounting from Santa Clara University’s Leavey School of Business and previously served as CFO at Dolby Laboratories (2012–2021) and National Semiconductor (2001–2011), after earlier partnership at KPMG.

Past Roles

Organization	Role	Tenure	Committees/Impact
Dolby Laboratories, Inc.	Executive Vice President & Chief Financial Officer	2012–2021	Oversaw finance for global audio/imaging technology company
National Semiconductor Corporation	Senior Vice President & Chief Financial Officer	2001–2011	Led finance at analog semiconductor manufacturer
KPMG LLP	Partner	Pre-2001	Public accounting leadership

External Roles

Company	Role	Tenure	Committees/Role
Cadence Design Systems, Inc.	Director	Since March 2020	Chair, Audit Committee
Intuitive Surgical, Inc.	Director	Since April 2024	Chair, Audit Committee
PG&E Corporation (prior)	Director	2009–2019	Chair, Audit; Chair, Public Policy Committee

Board Governance

Committee assignments: Audit Committee Chair; Audit Committee held 4 meetings in 2024. Members: Lewis Chew (Chair), Kelly Battles, Greg Lavender, Yvonne Wassenaar. All are independent and financially literate. Chew, Battles, and Wassenaar qualify as “Audit Committee financial experts.”
Independence: Chew is an independent director; only independent directors serve on Arista’s board committees. Independent directors meet in executive session at each board and Audit Committee meeting.
Attendance: In 2024, each director attended at least 75% of aggregate board/committee meetings; all directors except Kenneth Duda attended the 2024 annual meeting (Chew attended).
Lead Independent Director: Daniel Scheinman; independent directors’ executive sessions occur each meeting.
Risk oversight: Audit Committee oversees financial reporting, compliance, internal controls, audit, cybersecurity risk, and ESG policies.

Fixed Compensation

Component	2024 Amount ($)	Notes
Fees Earned or Paid in Cash	105,707	Includes board retainer and Audit Committee chair fee
Annual Board Retainer (structure)	75,000	Non-employee directors
Audit Committee Chair Retainer (structure)	30,000	Additional cash retainer for chair
Total Cash Fees (Chew)	105,707	Actual paid in 2024

Director cash fee structure (for context):

Role	Cash Retainer ($)
Board retainer (non-employee director)	75,000
Lead Independent Director	120,000
Audit Committee chair	30,000
Compensation Committee chair	25,000
Nominating & Corporate Governance chair	12,000
Audit Committee member (non-chair)	12,500
Compensation Committee member (non-chair)	10,000
Nominating & Corporate Governance member (non-chair)	10,000

Performance Compensation

Grant	Grant Date	RSUs (#)	Grant Date Fair Value ($)	Vesting
Annual director RSU grant (Chew)	June 7, 2024	3,380	250,788	Time-based; outstanding unvested RSUs at 12/31/24: 1,688

Revised Director Equity Policy (approved Feb 2025): Annual RSUs valued at $250,000, determined using the lowest closing price in the prior 90 trading days; vest quarterly over one year, subject to continued board service. Grants occur immediately following the annual meeting.

Other Directorships & Interlocks

Company	Overlap/Interlock Relevance	Notes
Cadence Design Systems, Inc.	Audit leadership elsewhere	Chair of Audit Committee; enhances financial oversight expertise
Intuitive Surgical, Inc.	Audit leadership elsewhere	Chair of Audit Committee; adds operational risk oversight experience
PG&E Corporation (prior)	Regulatory/governance experience	Chaired Audit and Public Policy committees during prior tenure

No compensation committee interlocks disclosed for Arista’s Compensation Committee; none of Arista’s executive officers served on another company’s board/compensation committee in the past year.
Related-person transactions: Company reports no transactions >$120,000 involving directors beyond standard compensation/indemnification; Audit Committee reviews related-party transactions per written policy.

Expertise & Qualifications

Financial expertise: Recognized Audit Committee financial expert; CFO experience at Dolby and National Semiconductor; prior KPMG partner.
Governance & risk: Extensive public-company board experience and audit oversight; risk oversight across financial reporting and cybersecurity within Arista’s Audit Committee remit.
Industry background: Technology and semiconductor sectors—finance, operations, and public-company governance.

Equity Ownership

Metric	Value
Beneficial ownership (shares)	27,348
% of shares outstanding	<1% (asterisk in proxy table)
Shares issuable within 60 days (vesting)	844
Unvested director RSUs at 12/31/24	1,688
Director ownership guideline	3x annual cash board retainer within 5 years; directors on track
Hedging/derivatives policy	Prohibits directors from hedging or trading in derivatives; short sales prohibited

Governance Assessment

Board effectiveness: Chew strengthens audit oversight as an independent financial expert and Audit Committee Chair; Arista’s Audit Committee met 4 times in 2024 with broad oversight over financial reporting, compliance, internal controls, cybersecurity, and ESG, aligning with investor expectations.
Independence & attendance: Independent status confirmed; attended at least 75% of board/committee meetings and the 2024 annual meeting, supporting engagement and effectiveness.
Alignment & incentives: Director pay mixes modest cash retainers with annual RSUs; revised policy in 2025 sets a standardized $250,000 equity grant vesting quarterly, promoting ownership alignment alongside stock ownership guidelines.
Other board commitments: Chew chairs audit committees at two other public companies (Cadence and Intuitive), in addition to Arista; signals deep audit expertise though it increases time demands—no “overboarding” concerns flagged by Arista’s board for Chew in the proxy.
RED FLAGS: None disclosed specific to Chew—no related-party transactions, hedging prohibited, and attendance thresholds met. Company-wide note: 2024 say‑on‑pay approval ~93% indicates broad investor support of compensation governance.