Todd Nightingale

About Todd Nightingale

Todd Nightingale, age 45, was appointed President and Chief Operating Officer of Arista Networks effective on or about July 1, 2025, after serving as CEO and board member of Fastly and previously as EVP/GM of Cisco’s Enterprise Networking and Cloud and SVP/GM of Cisco Meraki; he holds B.S. and M.Eng. degrees in EECS from MIT . Arista entered 2025 with strong momentum: FY2024 revenue reached $7.0B (+19.5% YoY) and non-GAAP operating income rose 27.8% to $3.3B; in Q2 2025, revenue was $2.205B (+30.4% YoY), underscoring AI networking tailwinds relevant to Nightingale’s enterprise/cloud background . His compensation is heavily equity-based with a $30M RSU grant and $2M PSUs, plus a double-trigger severance structure designed to align incentives and mitigate change‑in‑control risk .

Past Roles

Organization	Role	Years	Strategic impact
Fastly, Inc.	Chief Executive Officer and Board Member	Sep 2022 – Jun 2025	Led a public edge cloud/compute platform as CEO and director .
Cisco Systems, Inc.	EVP & GM, Enterprise Networking and Cloud	Mar 2020 – Sep 2022	Ran Cisco’s enterprise networking and cloud businesses .
Cisco Meraki	SVP & GM	Jun 2016 – Mar 2020	Led Meraki’s cloud‑managed networking segment .

External Roles

Organization	Role	Years	Notes
Fastly, Inc.	Director (while CEO)	2022 – 2025	Served as a member of the Board of Directors during CEO tenure .

Fixed Compensation

Component	Terms	Notes
Base salary	$350,000 per year	Per offer letter .
2025 bonus	Pro‑rated for partial year; paid in two installments (by Sept 30, 2025 and final 2025 payroll), subject to performance	Eligibility only if employed on payout date .
2026+ bonus	Eligible for Company’s annual discretionary bonus program	Target % not disclosed .
Benefits	Standard Company health, vacation, and other benefits	Company may change plans at any time .

Performance Compensation

Incentive	Grant value	Metric	Weighting/Target	Payout	Vesting
Time‑based RSUs	$30,000,000	N/A	N/A	N/A	25% on first quarterly vesting date after 1‑year from vesting commencement, then 1/16 quarterly over ~4 years, subject to continued service .
Performance‑based RSUs (PSUs)	$2,000,000	Company‑determined (not disclosed)	Not disclosed	Eligible to earn 1/3 each across three six‑month performance periods	Three performance periods: (a) Aug 1, 2025–Jan 31, 2026; (b) Feb 1, 2026–Jul 31, 2026; (c) Aug 1, 2026–Jan 31, 2027 .

Equity Ownership & Alignment

Item	Detail
New‑hire equity sizing	RSUs valued at $30M; PSUs valued at $2M, each determined using the lowest closing price during the 90 trading days ending the Tuesday before grant date .
Vesting cadence (RSUs)	25% cliff after one year (on next standard quarterly vest date), then 1/16 quarterly over ~4 years; creates a sizeable first vest ~12 months after vesting commencement, followed by steady quarterly vests .
PSU performance windows	Three discrete six‑month windows through Jan 31, 2027, with 1/3 earn opportunity each period (metrics not disclosed) .
Hedging/pledging	Insider policy prohibits hedging/derivatives; certain executive officers are prohibited from pledging; short sales prohibited .
Clawback	Non‑discretionary recoupment of excess incentive‑based compensation for current/former executive officers in the event of an accounting restatement per SEC/Nasdaq rules .
Stock ownership guidelines	Disclosed guidelines cover CEO (3x salary) and non‑employee directors; no broader officer guidelines are specified in the proxy .

Employment Terms

Term	Detail
Start date and role	President & COO commencing on or about July 1, 2025 .
Employment status	At‑will; governed by California law; includes At‑Will Employment, Confidentiality & Invention Agreement and Mutual Arbitration Agreement .
Severance (no CIC)	If terminated involuntarily without “cause” or resigns for “good reason”: 12 months base salary continuation plus acceleration of time‑based equity that would have vested in the next 12 months, subject to release .
Severance (CIC double‑trigger)	If terminated without “cause” within 12 months following a change in control: 50% acceleration of then‑unvested equity if greater than the 12‑month forward vesting acceleration; plus salary continuation as above, subject to release .
Tax gross‑ups	Company policy discloses no excise tax gross‑ups (general executive comp policy) .
Indemnification	Standard form of indemnification agreement for officers .
Bylaws/forum	Amended and Restated Bylaws (Sept 5, 2025) include Delaware forum selection for internal affairs claims and federal forum for Securities Act claims .

Investment Implications

Equity‑heavy package (RSUs $30M + PSUs $2M) strongly aligns Nightingale with shareholder value creation; the 25% RSU cliff after 12 months followed by quarterly vests may introduce calendar‑driven selling pressure around the first cliff and subsequent vest dates; monitor Form 4/10b5‑1 activity as the first cliff approaches .
Double‑trigger change‑in‑control protection (no single‑trigger vesting; no excise tax gross‑ups) balances retention and deal‑alignment, reducing incentives for entrenchment while ensuring continuity in a transaction scenario .
Hedging/derivatives and (for certain executives) pledging prohibitions plus a Dodd‑Frank‑compliant clawback reduce misalignment and recoup excess incentive pay if restatements occur, mitigating governance risk signals around incentive design .
PSU windows are short (three six‑month periods), which can emphasize near‑term execution; given Arista’s reported FY2024 growth (revenue +19.5%, non‑GAAP operating income +27.8%) and Q2’25 acceleration (revenue +30.4% YoY), Nightingale’s enterprise/cloud networking experience appears strategically relevant to the Company’s AI and data‑center networking momentum .
Governance context: Say‑on‑pay support was ~93% in 2024, compensation is overseen by an independent committee with an independent consultant, and policies avoid single‑trigger CIC benefits or tax gross‑ups—indicative of shareholder‑friendly practices that lower compensation‑related red flags .

Key watch items: (i) grant timing and share counts once equity awards are approved and filed; (ii) adoption of any 10b5‑1 plans ahead of the one‑year RSU cliff; (iii) PSU metric disclosures or updates; and (iv) any changes to severance terms in future proxies or 8‑Ks .