Yvonne Wassenaar

About Yvonne Wassenaar

Independent director of Arista Networks since 2022 (Class II; nominated to serve through 2028). She serves on the Audit Committee and the Nominating & Corporate Governance Committee and is designated an “Audit Committee financial expert” under SEC rules. Age 56. Education: B.A. in Economics with a specialization in computing (UCLA) and M.B.A. from UCLA Anderson. Prior roles include CEO of Puppet and Airware and CIO of New Relic, with extensive public company board experience in software and cloud data management.

Past Roles

Organization	Role	Tenure	Committees/Impact
Puppet, Inc.	Chief Executive Officer & Director	Jan 2019 – May 2022	CEO leadership of IT automation company
Airware, Inc.	Chief Executive Officer & Director	Jun 2017 – Sep 2018	CEO of enterprise drone analytics company
New Relic, Inc.	Chief Information Officer	Aug 2014 – May 2017	Enterprise software/observability, CIO role

External Roles

Company	Role	Committees	Status/Notes
Braze, Inc.	Director	Audit Committee	Since Jun 2024
JFrog, Inc.	Director	Compensation Committee; Chair, Nominating & Governance	Since Sep 2022
Rubrik, Inc.	Director	Audit Committee	Since Oct 2021
Forrester Research, Inc.	Director	Audit (Jun 2017–May 2024); Compensation (since May 2024)	Retiring at 2025 annual meeting; will not stand for re-election
Anaplan, Inc. (prior)	Director	Audit Committee	Nov 2019 – Jun 2022

Board Governance

Committee assignments: Audit; Nominating & Corporate Governance (not a chair). She is designated as an Audit Committee financial expert and is financially literate under NYSE standards. Audit and Nominating & Governance each held 4 meetings in 2024.
Independence: Listed as independent; Arista states 7 of 9 directors are independent, and only independent directors serve on board committees. Independent directors meet in executive session at each board and Audit Committee meeting.
Attendance: “During fiscal 2024, each director attended at least 75%” of aggregate board and relevant committee meetings. Lead independent director is Daniel Scheinman.

Fixed Compensation

Structure (2024): Cash annual retainers (no meeting fees): Board retainer $75,000; Audit member $12,500; Nominating & Corporate Governance member $10,000 (Audit Chair $30,000; Compensation Chair $25,000; N&CG Chair $12,000; Lead Independent Director $120,000).
2025 equity policy: Annual automatic RSU grant for non-employee directors valued at $250,000 (based on the lowest closing price over the prior 90 trading days), vesting quarterly over one year; adopted following review by independent consultant Aon.

2024 Director Compensation (Arista)	Amount
Cash fees earned	$97,500 (board retainer + Audit member + N&CG member)
Stock awards (grant-date fair value)	$250,788 (3,380 RSUs granted June 7, 2024)
Total	$348,288

Performance Compensation

Directors receive time-based equity; no performance metrics apply to director pay. Annual grants for 2024 were 3,380 RSUs; outstanding and unvested at 12/31/2024: 1,688 RSUs. 2025 policy sets ongoing annual RSUs at $250,000 with quarterly vesting over 1 year.

Director Equity Detail	Value / Shares	Vesting
2024 annual grant (6/7/2024)	3,380 RSUs ($250,788 grant-date fair value)	Standard director schedule per policy
Unvested RSUs at 12/31/2024	1,688	Continue per RSU schedule
2025 annual director equity policy	$250,000 RSUs	Quarterly over 1 year

Other Directorships & Interlocks

Public company boards: Braze (Audit), JFrog (Comp; Chair N&CG), Rubrik (Audit), Forrester (retiring 2025), prior Anaplan (Audit). No Arista disclosure of related-party transactions or interlocks involving these roles. N&CG Committee oversees conflicts and director qualifications; Related Party Transactions policy requires Audit Committee review (no transactions disclosed for her).
Director commitments: Board evaluates overboarding; the proxy flags this consideration for another director (Giancarlo) but discloses no such concern for Wassenaar.

Expertise & Qualifications

Audit Committee financial expert; financial literacy under NYSE standards.
Former CEO (Puppet, Airware) and CIO (New Relic); broad technology leadership and governance experience.
Education: UCLA (B.A. Economics with computing); UCLA Anderson (M.B.A.).

Equity Ownership

Ownership Item	Detail
Total beneficial ownership (4/2/2025)	14,948 shares; includes 844 shares vesting within 60 days
% of shares outstanding	<1% (less than one percent)
Unvested director RSUs (12/31/2024)	1,688 RSUs
Ownership guidelines	Non-employee directors must hold ≥3x annual cash board retainer within 5 years; all directors “on track” per company
Hedging/pledging	Hedging prohibited; certain executive pledging prohibited; no pledging disclosed for Wassenaar

Governance Assessment

Positives
- Independent director with dual governance roles (Audit; N&CG) and SEC-designated Audit Committee financial expert status—strengthens oversight of financial reporting, risk (including cybersecurity), and governance processes.
- Active committee structure with defined responsibilities; all directors met ≥75% attendance in 2024; independent directors hold executive sessions at each board and Audit Committee meeting.
- Clear, shareholder-aligned director pay program combining modest cash retainers with annual RSUs; updated 2025 policy maintains equity alignment with quarterly vesting.
- No related-party transactions disclosed; initial 2022 appointment had no arrangements or Item 404(a) interests.
Watch items
- Multi-board load: Wassenaar serves on multiple public company boards (Braze, JFrog, Rubrik, Forrester through annual meeting) in addition to Arista. Arista’s board reviews director commitments; while no concern is disclosed for her, investors often monitor for potential “overboarding” perceptions as policies evolve.
- Broader pay/governance backdrop is constructive (93% 2024 say-on-pay approval), but continued monitoring of equity grant sizing and time commitments is warranted.

No red flags specific to Wassenaar were disclosed: no related-party transactions, no Section 16 issues, and no pledging reported. Governance policies cover conflicts review, hedging restrictions, and director independence standards.