Mark Templeton

About Mark B. Templeton

Mark B. Templeton, age 72, has served as an independent director of Arista Networks since 2017 (Class III, current term expires 2026). He is the former CEO of Citrix Systems (1998–2015) and DigitalOcean (2018–2019), bringing deep enterprise software, cloud, and networking experience. He holds a B.A. in product design from North Carolina State University and an MBA from the University of Virginia’s Darden School of Business .

Past Roles

Organization	Role	Tenure	Committees/Impact
Citrix Systems, Inc.	President & CEO; Director	1998–2015	Led global virtualization and networking growth
DigitalOcean, Inc.	CEO; Director	Jun 2018–Aug 2019	Cloud computing scale-up leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Nutanix, Inc.	Director	Jul 2023–present	Current public company board
Health Catalyst, Inc.	Director	Jul 2020–Mar 2024	Former public board
Equifax, Inc.	Director	Feb 2008–Nov 2018	Former public board
Keysight Technologies, Inc.	Director	Nov 2015–Jul 2018	Former public board

Board Governance

Independence: Independent director; all board committees comprised solely of independent directors .
Committees: Member, Compensation Committee (alongside Chair Charles Giancarlo and Daniel Scheinman) .
Attendance: In FY2024, each director attended at least 75% of aggregate board and committee meetings; all directors except Kenneth Duda attended the 2024 annual meeting, implying Mr. Templeton attended .
Committee activity: FY2024 meetings—Audit (4), Compensation (4), Nominating & Corporate Governance (4) .
Governance practices: Independent director executive sessions at each board and Audit Committee meeting; lead independent director role held by Daniel Scheinman; annual evaluations led by the Nominating & Corporate Governance Committee .
Interlocks: Compensation Committee interlocks—none; no insider participation; no reciprocal board relationships with Arista executives disclosed .

Fixed Compensation

Director compensation for FY2024 (non-employee director):

Component	Amount (USD)
Fees Earned/Paid in Cash	$87,052
Stock Awards (RSUs) – grant-date fair value	$250,788
Total	$337,840
RSU Grant (all directors)	3,380 RSUs granted on Jun 7, 2024
Unvested RSUs as of Dec 31, 2024	1,688 units

Director cash retainer/fees framework (FY2024):

Board cash retainer $75,000; Lead Independent Director $120,000; Committee chair fees: Audit $30,000, Compensation $25,000, Nominating & Corporate Governance $12,000; Committee member fees: Audit $12,500, Compensation $10,000, N&G $10,000 .

Revised director equity policy (effective Feb 2025): Annual RSU grants valued at $250,000 (based on lowest closing price across prior 90 trading days), vest quarterly over one year; automatic post-annual meeting .

Performance Compensation

Not applicable. Arista does not disclose performance-based components for director compensation; director equity grants are time-based RSUs that vest quarterly .

Other Directorships & Interlocks

Company	Sector	Current/Former	Potential Interlock Notes
Nutanix, Inc.	Hybrid multi-cloud software	Current	No related-party transactions disclosed with Nutanix; independence unaffected .
Health Catalyst, Inc.	Healthcare data analytics	Former	N/A
Equifax, Inc.	Consumer credit reporting	Former	N/A
Keysight Technologies, Inc.	Test & measurement	Former	N/A

Expertise & Qualifications

Enterprise software and cloud infrastructure CEO experience (Citrix; DigitalOcean) .
Networking industry familiarity aligned to Arista’s domain .
Public board governance depth across multiple tech companies .
Education: B.A. (Product Design, NCSU); MBA (UVa Darden) .

Equity Ownership

Measure	Value
Total beneficial ownership	129,188 shares (75,200 in a trust with spouse as trustee; 53,144 direct; 844 RSUs vesting within 60 days of Apr 2, 2025)
Shares outstanding (reference)	1,255,625,511 shares as of Apr 2, 2025
Ownership as % outstanding	~0.01% (129,188 / 1,255,625,511; derived from cited figures)
Unvested RSUs as of Dec 31, 2024	1,688 units
Hedging/Pledging	Hedging prohibited for directors; certain executive officers are prohibited from pledging; no pledges disclosed for Mr. Templeton
Stock ownership guidelines	Directors must hold ≥3x annual cash base retainer within five years; all directors on track

Governance Assessment

Strengths:
- Independent director with relevant CEO-scale operating experience in enterprise/cloud, supporting Compensation Committee oversight of pay-for-performance .
- Solid engagement: Compensation Committee met 4x in FY2024; board evaluation and executive sessions bolster independent oversight .
- Alignment: Director pay mix includes substantial equity via RSUs with quarterly vesting; stock ownership guidelines and hedging prohibitions enhance alignment with shareholders .
Risks/Conflicts:
- No related-party transactions disclosed involving Mr. Templeton; independence affirmed; no interlocks noted that would impair independence .
- Director commitments/overboarding concerns discussed by the board apply to another director (Giancarlo), not to Templeton per disclosures; no overboarding flag for Templeton .
- Section 16 compliance: Company reported two administrative exceptions for other insiders; no delinquencies noted for Mr. Templeton in 2024 .
Investor confidence signals:
- Say‑on‑pay support of ~93% in 2024 suggests shareholder approval of compensation governance (context for Comp Committee oversight) .
- Adoption of formal clawback policy and explicit hedging prohibitions reduce governance risk .