Charles Giancarlo
Pure StorageAbout Charles Giancarlo
Charles H. Giancarlo is Chairman and Chief Executive Officer of Pure Storage (PSTG) and has served on the board since August 2017; he became Chairman in September 2018. He is 67 years old and holds a B.S. in Engineering (Brown), M.S. in Electrical Engineering (UC Berkeley), and MBA (Harvard). Under his leadership, Pure delivered FY2025 revenue of $3.17B (+12% YoY), non-GAAP operating margin of 17.7%, subscription ARR of $1.7B, and an industry-leading NPS of 81; the stock rose over 41% during fiscal 2024, reflecting investor recognition of strategy execution. He also serves on the boards of Arista Networks (since 2013) and Zscaler (since 2016), bringing deep data center, networking, and governance experience.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pure Storage | CEO; Chairman | CEO since Aug 2017; Chairman since Sept 2018 | Led platform strategy (Fusion v2.0), hyperscaler design win with Meta, growth into AI storage and subscription ARR scaling. |
| Silver Lake Partners | Managing Director, Head of Value Creation; Senior Advisor | 2007–2015 | Drove investment and operational improvements across tech portfolio companies. |
| Avaya | Interim President & CEO | 2008–2009 | Led transitional leadership and operational stabilization. |
| Cisco Systems | CTO and Chief Development Officer; Senior executive roles | 1993–2007 | Introduced major technologies including Ethernet switching, WiFi, IP telephony, Telepresence; scaled development. |
External Roles
| Organization | Role | Years/Status | Notes |
|---|---|---|---|
| Arista Networks | Director | 2013–present | Public company directorship; networking and data center focus. |
| Zscaler | Director | 2016–present | Public company directorship; cybersecurity; interlock with PSTG director Andrew Brown (Zscaler director since 2015). |
| Accenture plc | Director (prior) | 2008–2019 | Prior public board experience; governance and tech services expertise. |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 791,667 | 800,000 | 841,667 |
| Target Bonus ($) | 1,000,000 | 800,000 | 850,000 |
| Target Bonus as % of Salary | 126% | 100% | 100% |
| Actual Bonus Paid ($) | 1,000,000 | 820,800 | 1,060,800 |
Notes:
- FY2025 CEO pay mix: 6% salary, 8% cash bonus, 86% equity, emphasizing performance-based components.
Performance Compensation
Annual Bonus Design (FY2025)
| Metric | Weighting | Target | Actual | Funding/Payout |
|---|---|---|---|---|
| Revenue | 60% | $3.128B | $3.168B | 112% funding |
| Non-GAAP Operating Profit | 25% | $532M | $559M | 115% funding |
| NPS | 15% | 80–82 | 81.0 | 100% funding |
| Corporate Performance Factor (executives) | — | — | — | 96% (committee judgment) |
| CEO Individual Performance Factor | — | — | — | 130% |
| CEO Actual Bonus | — | — | — | $1,060,800 |
Key FY2025 drivers: exceeded revenue and profit targets; maintained elite NPS; strategic Meta hyperscaler design win; Fusion v2.0, and AI portfolio expansions.
Annual PSUs
| Year | Metric | Target Shares | Payout % | Earned Shares | Vesting |
|---|---|---|---|---|---|
| FY2024 | Combined revenue + subscription ARR (adjusted for Evergreen mix) | 405,252 | 80% | 324,202 | 1/3 on 3/20/2024; remainder quarterly over 2 years |
| FY2025 | Combined revenue + 70% Storage-as-a-Service TCV | 245,525 | 73% | 179,233 | 1/3 on 3/20/2025; remainder quarterly over 2 years |
FY2025 PSU metric detail: Target combined metric $3.548B; actual combined achievement $3.44B → 73% payout; Pure met revenue target but missed Storage-as-a-Service TCV ($393M vs $600M target).
Long-term 5-Year PSU Awards (granted FY2024)
| Feature | Terms |
|---|---|
| Performance metric | Market capitalization ≥ $21.0B; starting reference ~$7.5B at grant. |
| Measurement schedule | 33%/67%/100% banked if threshold reached at FY2026/FY2027/FY2028 year-end, respectively. |
| Vesting | March 20, 2028; 1-year post-vest hold to March 20, 2029. |
| CEO Target Shares | 813,526 |
| Status end FY2025 | No shares banked yet; market cap at record date ~$13.7B (below $21B requirement). |
| Change-of-control treatment | Potential acceleration per plan if $21B threshold met (or previously met at measurement dates). |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 1,759,827 shares directly/indirectly; plus 1,000,000 options exercisable within 60 days; total 2,759,827 (<1%). |
| Shares Outstanding (record date) | 327,142,977; one vote per share. |
| Stock Ownership Guidelines | CEO required to hold ≥5x salary; executives/directors subject to guidelines; all met/exceeded/on track at end FY2025. |
| Hedging/Pledging | Prohibited for directors/officers/employees; no margin or derivatives; strict insider trading policy. |
| 10b5-1 Plans | Required/pre-clear trades; blackout periods apply. |
| Vested vs Unvested (selected) | RSUs outstanding: 37,988 (2022 award) and 135,083 (2023 award); FY2025 PSUs target 245,525 (earned 179,233); 5-Year PSUs target 813,526. |
| Options Outstanding | 500,000 @ $12.84 expiring 8/22/2027; 500,000 @ $17.00 expiring 8/22/2027. |
| Approx. in-the-money option value | At $67.79 (1/31/2025), intrinsic ≈ ($67.79–$12.84)×500k + ($67.79–$17.00)×500k = ~$45M (derived from cited prices/strikes). |
| Stock Awards Vested FY2025 (CEO) | 391,298 shares; value realized on vesting $21,936,575 (value at vesting prices). |
Employment Terms
| Provision | Terms |
|---|---|
| Offer Letter (2017) | Salary $850k; target bonus 100% of salary; semi-annual payouts based on performance. |
| Severance (no CIC) | If terminated without cause/resigns for good reason: 12 months base salary; 18 months COBRA reimbursement (CEO). |
| CIC Window | 3 months pre- to 12 months post-change-of-control. |
| CIC Double-trigger (Offer Letter) | Lump sum 12 months salary + target bonus; 18 months COBRA; full acceleration of unvested equity. |
| Company CIC Severance Plan | CEO: 18 months base salary; 12 months target bonus; 18 months company-paid health; time-based equity vests; performance equity at 100% of target; separate acceleration rules for 5-Year PSUs. |
| Estimated CEO CIC payout (as of FY2025) | Cash $2,125,000; Benefits $59,095; Accelerated equity $28,376,623; Total $30,560,718 (valuation at $67.69 close). |
| Clawback Policy | NYSE/SEC-compliant; recoup excess incentive comp upon restatements regardless of misconduct. |
| Perquisites | Executive physicals up to $7,500 annually; fully taxable; no gross-up; otherwise minimal. |
| Tax Gross-ups | None for change-of-control or deferred comp; “best-after-tax” excise provision applies. |
Board Governance
- Board service: Director since Aug 2017; Chairman since Sept 2018; non-independent due to executive role; no committee assignments.
- Board leadership: No Lead Independent Director; independent directors constitute majority; executive sessions held at every regular meeting (CEO excluded).
- Committees: Audit (Murphy Chair), Compensation (Brown Chair), Governance (Roxanne Taylor Chair), Risk (Brown Chair); all independent composition.
- Attendance: Board met 5 times in last fiscal year; each director attended ≥75% of aggregate board/committee meetings.
- Director pay: Executives (Giancarlo, Colgrove) receive no director compensation; non-employee directors receive cash retainers and annual RSUs (e.g., $250k RSU vesting in one year).
Director Compensation (non-employee framework for context)
| Component | Fiscal 2025 Amount |
|---|---|
| Annual base retainer | $55,000 |
| Committee chair/member retainers | Audit Chair $35,000; Comp Chair $20,000; Governance Chair $15,000; Members $5–12k depending on committee. |
| Annual Equity (RSU) | ~$250,000 grant; vests in full after 1 year; new director onboarding RSU ~$600,000 with 4-year vest. |
Compensation Peer Group and Say-on-Pay
- Peer group: Akamai, Arista, Box, Dropbox, Elastic, F5, Guidewire, Juniper, Logitech, NetApp, New Relic, Nutanix, Palo Alto Networks, Splunk; used for market context, not rigid percentiles.
- Say-on-Pay outcomes: FY2023 program approved with 94% support (June 2023); FY2024 program saw only slightly more than 40% votes in favor (June 2024), with stockholder feedback on FY2024 PSU modification and the large 5-Year PSU grants.
- Company response: FY2025 equity back in line with historical practice; clearer reporting on 5-Year PSU progress.
Vesting Schedules and Insider Selling Pressure
| Event | Schedule/Quantity |
|---|---|
| FY2024 PSUs | 1/3 vested on 3/20/2024; remaining vests quarterly over next 2 years. |
| FY2025 PSUs | 1/3 vested on 3/20/2025; remaining vests quarterly over next 2 years. |
| 5-Year PSUs | No vest until 3/20/2028; 1-year post-vest hold through 3/20/2029. |
| FY2025 CEO vesting activity | 391,298 shares vested; value realized $21,936,575. Continued quarterly vesting may create supply over the next two years; trades subject to 10b5-1 plans/blackouts. |
Expertise & Qualifications
- Technical and operating leadership across networking, storage, cloud, and AI workloads; prior roles at Cisco (CTO/CDO) and Silver Lake (value creation).
- Public company governance across multiple boards; deep knowledge in disruptive B2B technologies and data center infrastructure.
Performance & Track Record
- FY2025: Revenue $3.168B (+12% YoY), non-GAAP operating income $559.4M, ARR $1.7B, RPO $2.6B; Q4 revenue $879.8M. Strategic milestones include Meta hyperscaler design win and Fusion v2.0 launch.
- FY2024: Stock rose >41% during fiscal year; subscription services revenue grew 26%; Evergreen//One/Flex TCV more than doubled.
Employment & Contracts
- At-will employment via 2017 offer letter; double-trigger CIC benefits; separate company CIC severance plan provides enhanced multiples and standardized equity acceleration.
- Deferred compensation: CEO not a participant; no contributions or balances reported.
Related Party Transactions and Red Flags
- No related-party transactions approved in last fiscal year; robust policy requiring audit committee approval for transactions >$120k.
- Red flags addressed: Hedging/pledging prohibited; no tax gross-ups; clawback policy in place; FY2024 PSU modification drew stockholder scrutiny and contributed to lower say-on-pay—mitigated by FY2025 program adjustments.
Compensation Structure Analysis
- Cash vs equity mix: Highly equity-weighted (86% of CEO target pay); reinforces alignment but increases exposure to share price outcomes.
- Shift to full-value PSUs: Company predominantly uses PSUs and RSUs (few to no new options); time-based RSUs used selectively (e.g., CFO retention).
- FY2024 equity modifications (Type III under ASC 718) and introduction of large 5-Year PSUs created pay inflation optics; subsequent FY2025 adjustments improved alignment.
- Guaranteed comp trends: Base salary increased 6% YoY for CEO (FY2025), while bonus remained at 100% of salary and equity stayed performance-based.
Board Governance: Dual-Role Implications (CEO + Chairman)
- No Lead Independent Director; board relies on majority independence and regular executive sessions without management for oversight. This structure places additional emphasis on committee independence, executive sessions, and clawback/ownership policies to mitigate independence concerns.
Investment Implications
- Pay-for-performance alignment: FY2025 bonuses tied to revenue/profit/NPS (met/exceeded targets), and PSUs tied to revenue + Storage-as-a-Service TCV (partial miss yielded 73% payout). This supports disciplined growth and customer-centric execution.
- Retention and selling pressure: Quarterly vesting of large PSUs through 2026 implies ongoing supply; however, 10b5-1 and anti-hedging/pledging policies mitigate trading-risk optics; long-dated 5-Year PSUs (market-cap hurdle) strongly align with long-term value creation.
- Governance risk: FY2024 say-on-pay backlash and PSU modifications highlight scrutiny; FY2025 program normalization and transparent 5-Year PSU updates reduce risk, but dual-role leadership without a Lead Independent Director remains a governance consideration.
- Strategic execution: Meta hyperscaler design win, Fusion v2.0, and AI portfolio expansion enhance medium-term growth visibility; subscription ARR scaling supports durable margin structure; watch CFO transition (June 2025 appointment) for continuity and capital allocation impact.