Andrew Brown
Pure StorageAbout Andrew Brown
Andrew Brown, age 61, is an independent Class II director of Pure Storage (PSTG) since September 2019. He is CEO of Sand Hill East LLC (since February 2014) and CEO/co-owner of Biz Tectonics LLC (since 2006), and previously held senior CTO roles at UBS (Group CTO, 2010–2013), Bank of America Merrill Lynch (head of strategy, architecture and optimization, 2008–2010), and Credit Suisse (CTO of Infrastructure, 2006–2008). He holds a B.Sc. in Chemical Physics from University College London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sand Hill East LLC | Chief Executive Officer | Feb 2014–present | Strategic management, investment and marketing services leadership |
| Biz Tectonics LLC | Chief Executive Officer & Co-owner | 2006–present | Private consulting firm leadership |
| UBS | Group Chief Technology Officer | 2010–2013 | Enterprise technology leadership for investment bank |
| Bank of America Merrill Lynch | Head of Strategy, Architecture & Optimization | 2008–2010 | Corporate & investment banking technology strategy |
| Credit Suisse Securities (USA) LLC | CTO of Infrastructure | 2006–2008 | Infrastructure technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zscaler | Director | 2015–present | Cross-board interlock: PSTG’s Chairman Charles Giancarlo also serves on Zscaler’s board |
| Guidewire Software | Director | 2013–2022 | Prior public company directorship |
Board Governance
- Independence: The board determined Brown is independent under NYSE and SEC rules; majority of PSTG’s board is independent .
- Committees and chair roles: Chair, Compensation and Talent Committee; Chair, Risk Committee .
- Committee activity: Compensation Committee met 6 times; Risk Committee met 4 times in FY2025 .
- Attendance and engagement: Each director attended at least 75% of board and applicable committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled board meeting; independent-only sessions at least annually .
- Board leadership: No lead independent director; Chairman is CEO Charles Giancarlo .
- Risk oversight: Risk Committee oversees operational continuity, cybersecurity, privacy, data protection, and related controls .
Fixed Compensation
| Component | FY2025 PSTG Director Program | Brown FY2025 Actual |
|---|---|---|
| Annual base cash retainer | $55,000 | $93,000 fees earned |
| Committee chair fees | Audit: $35,000; Compensation: $20,000; Governance: $15,000; Risk: $20,000 | Brown chairs Compensation and Risk |
| Committee member fees | Audit: $12,000; Compensation: $10,000; Governance: $5,000; Risk: $10,000 | — |
| Equity (annual RSU) | RSU equal to $250,000, vests 1 year; CoC vesting accelerates | Stock awards $285,487; 4,268 RSUs granted (vest in one year) |
| New director RSU (onboarding) | $600,000 RSU; 25% at year 1, then quarterly | N/A |
Footnote: FY2025 RSU grants for non-employee directors were 4,268 shares each; fair value $285,487 per director .
Performance Compensation
- PSTG non-employee director equity is time-based RSUs; no performance-conditioned metrics for directors. RSUs fully accelerate upon change of control .
Other Directorships & Interlocks
| Person | Other Public Boards | Interlock/Notes |
|---|---|---|
| Andrew Brown | Zscaler (2015–present); Guidewire (2013–2022) | Interlock with PSTG Chairman Charles Giancarlo, who also serves on Zscaler’s board |
Expertise & Qualifications
- Extensive technology and infrastructure expertise as CTO across major financial institutions; service on boards of disruptive technology companies .
- Skills aligned with PSTG’s stated needs in cybersecurity, emerging technologies, and governance risk oversight through Risk Committee leadership .
Equity Ownership
| Holder | Common Stock | RSUs vesting within 60 days | Total | Ownership % |
|---|---|---|---|---|
| Andrew Brown | 24,400 shares | 4,268 RSUs | 28,668 | <1% (table denotes “*”) |
| Shares outstanding (record date) | 327,142,977 | — | — | — |
Additional alignment policies:
- Stock ownership guidelines: Directors must hold 5x annual base retainer; at FY2025 year-end, all non-employee directors met, exceeded, or were on track to meet guidelines .
- Hedging/pledging: Prohibited for directors and insiders (derivatives, short sales, options, hedging, margin accounts, pledging) .
Governance Assessment
-
Strengths:
- Independent director leading two key committees (Compensation; Risk), reinforcing board oversight of pay practices and enterprise risk/cybersecurity .
- Use of an independent compensation consultant (Meridian) for directors and executives; committee assessed consultant independence and found no conflicts .
- No compensation committee interlocks; members are non-employee and independent .
- No related-party transactions submitted to Audit Committee in the last fiscal year; formal related-party transaction policy in place .
- Active shareholder engagement after a low Say-on-Pay outcome in 2024; Compensation Committee chair personally led outreach to holders representing 40% of outstanding shares .
-
Watch items / potential red flags:
- Board interlock with Zscaler (Brown and PSTG’s Chairman both serve there), which can create perceived information-flow risks; monitor for any business overlaps and ensure continued robust independence and recusal practices as needed .
- Director equity accelerates on change-of-control, a common practice but sometimes viewed as shareholder-unfriendly; ensure alignment with long-term value and that director pay remains modest relative to responsibilities .
- 2024 Say-on-Pay received “slightly more than 40%” support; although not about director pay, continued scrutiny of Compensation Committee decisions and responsiveness remains warranted for investor confidence .