Sean Christofferson

About Sean Christofferson

Vice President and General Counsel at Arista Networks (ANET), appointed effective May 8, 2025; joined Arista in 2014 and previously led litigation and intellectual property as Deputy General Counsel. Education: B.S. in Mathematics, Physics, and Biochemistry (University of Washington) and J.D. (Georgetown University Law Center) . His appointment was disclosed alongside ANET’s Q1 2025 results and a $1.5B repurchase authorization; he reports to CFO Chantelle Breithaupt . Company context during his elevation: 2024 revenue of ~$7.0B and non-GAAP operating income of ~$3.3B met “maximum” PRSU goals ; Q1 2025 revenue grew ~27.6% YoY to ~$2.05B . Pay governance includes a Dodd-Frank compliant clawback and prohibitions on hedging and certain pledging by executive officers .

Past Roles

Organization	Role	Years	Strategic Impact
Arista Networks	Deputy General Counsel (Litigation & IP)	2014–May 2025	Led core legal functions in litigation and intellectual property prior to promotion to GC .
Arista Networks	Vice President & General Counsel	May 2025–present	Oversees legal affairs; reports to CFO; appointment disclosed May 6, 2025 with effective date May 8, 2025 .
Kirkland & Ellis (prior)	Partner (Intellectual Property)	Pre-2014	Represented large technology companies in high-stakes IP disputes .

Fixed Compensation

No individualized 2025 compensation terms for Christofferson were disclosed in the May 2025 8-K beyond the appointment and reporting line . For role context, 2024 compensation of his predecessor (Marc Taxay, then-SVP & General Counsel) from the 2025 proxy is below.

Metric (FY 2024)	Amount
Base Salary	$315,000
Non-Equity Annual Bonus	$220,000
Stock Awards (grant-date fair value)	$4,780,026
Total	$5,315,404

Notes:

2024 policy: no base salary increases for NEOs; bonus pool based on corporate performance and committee discretion .
No option awards were granted to NEOs in 2024 .

Performance Compensation

Arista’s NEO long-term incentives in 2024 combined time-based RSUs and performance-based RSUs (PRSUs) for executives other than the CEO; PRSUs were tied to annual operating plan (AOP) metrics (revenue and non-GAAP operating income). While Christofferson’s specific grants were not disclosed, this structure applied to the General Counsel role in 2024.

Component	Design	Metric Weighting/Targets	Actual/Payout	Vesting Mechanics
AOP PRSUs (2024)	Earned based on FY24 performance	Revenue: 50% (Min $6.4B=50%; Target $6.6B=100%; Max $6.8B=200%). Non-GAAP Op Inc: 50% (Min $2.8B=50%; Target $2.9B=100%; Max $3.2B=200%) .	FY24 Revenue $7.0B and non-GAAP Op Inc $3.3B → max achievement (200% earn) .	Earned PRSUs vest on first quarterly vest date after determination (typically following year’s first vest date) .
Time-based RSUs (2024)	Retention-focused	N/A	N/A	Vest in equal quarterly installments over ~4 years (first vest Feb 2025 for 2024 grants) .
Options	NEO policy 2024	N/A	No option awards granted to NEOs in 2024 .	N/A

Supplemental: CEO PRSUs also included 2024–2026 CAGR metrics for Cloud/AI and Enterprise segments with 50/50 weighting (min/target/max 12%/14%/16% and 9%/10%/12% CAGRs, respectively); included here to illustrate the breadth of performance frameworks used at ANET .

Equity Ownership & Alignment

Hedging and pledging: Insider trading policy prohibits hedging and short sales; pledging is prohibited for certain executive officers .
Clawback: Non-discretionary recovery of excess incentive-based compensation for current and former executive officers in the event of an accounting restatement, per SEC/Nasdaq guidelines (adopted July 2023) .
Stock ownership guidelines: Apply to the CEO (3x base salary) and non-employee directors; not specified for other executives in the proxy .
Section 16 administration: A July 2025 Form 3 for another executive lists Sean Christofferson among attorneys-in-fact authorized to execute Forms 3/4/5, evidencing his senior officer status in Section 16 processes [d18rn0p25nwr6d.cloudfront.net/CIK-0001596532/c8ddf76f-1ce7-40d8-8fed-85091def5562.pdf].

Employment Terms

Appointment: Promoted to General Counsel effective May 8, 2025; reports to CFO; compensation details were not provided in the 8-K announcing his appointment .
Company severance/change-in-control norms: The proxy emphasizes no single-trigger benefits and limited double-trigger benefits for NEOs . As context (not necessarily indicative of GC terms), the June 2025 President/COO severance agreement provides 12 months’ base salary and 12 months’ time-based vesting acceleration upon termination without cause/for good reason, and 50% equity acceleration in a qualifying change-in-control termination .

Performance & Track Record (Company Context During Tenure)

Measure	Data/Period
FY2024 Revenue	~$7.0B; exceeded max PRSU goal
FY2024 Non-GAAP Operating Income	~$3.3B; exceeded max PRSU goal
FY2024 Company TSR (fixed $100 → value)	$869 (cumulative)
Q1 2025 Revenue	~$2.05B, +27.6% YoY
Repurchase Authorization	New $1.5B program authorized May 2025

Governance, Policies, and Say-on-Pay

Executive compensation governance practices include performance-based equity, independent compensation consultant, stock ownership guidelines (CEO), and clawback policy; no executive-only retirement plans and no excise tax gross-ups .
Say-on-pay approval at 2024 annual meeting: ~93% “FOR” .

Signals on Vesting Schedules and Potential Selling Pressure

Time-based RSUs for executives vest quarterly over ~4 years (for 2024 grants, first vest Feb 2025), implying regular quarterly vest windows thereafter .
AOP PRSUs earned for FY2024 performance vested on the first quarterly vest date after achievement determination, concentrating delivery shortly after results are finalized .
Hedging/short-sales are prohibited, and certain executive officers are prohibited from pledging, mitigating alignment risks from derivatives or collateralized holdings .

Other Disclosures Tying to Christofferson

Form SD (Conflict Minerals) contact: Filed May 27, 2025 listing “Sean Christofferson, Vice President and General Counsel” with contact information .

Investment Implications

Alignment: Arista’s program places heavy weight on equity (RSUs/PRSUs) and AOP performance metrics—a structure that historically applied to the GC role and aligns legal leadership with top-line and operating performance while clawback/hedging/pledging policies strengthen downside accountability .
Retention: Internal promotion (2014–2025 tenure) and quarterly RSU vesting cadence support retention; absence of disclosed GC-specific severance terms leaves some uncertainty, but company practice disfavors single-trigger payouts .
Trading signals: Quarterly vesting and post-performance PRSU vesting can create periodic supply; however, hedging/short sales are prohibited and pledging is restricted, moderating adverse alignment risks .
Execution risk: Legal function continuity from a long-tenured internal leader amid strong company performance (FY2024 outperformance; Q1 2025 momentum) suggests low transition risk in the GC office, with priorities likely on IP, supply chain, and commercial contracting in support of Cloud/AI growth vectors .

Sources: SEC proxy/filings and company materials as cited above.