Jeff Rothschild

About Jeff Rothschild

Jeff Rothschild (age 70) is an independent Class III director of Pure Storage, serving since April 2018. He previously served as VP of Technology at Facebook (2005–2015) and as Advisor/Venture Partner at Accel Partners (1999–2022); he co-founded Veritas Software and has deep infrastructure and system software experience. He holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University, and currently serves as Vice-Chairman of Vanderbilt University’s Board of Trustees and on the Board of Directors of Stanford Health Care .

Past Roles

External Roles

Board Governance

• Committee assignments: Risk Committee member; not a chair. Risk Committee oversees operational resilience, business continuity, cybersecurity, privacy, and data protection, and monitors internal and disclosure controls for cyber incidents .
• Independence: Board determined Rothschild is independent under NYSE and SEC rules; majority of the board is independent .
• Attendance: Board met 5 times in the last fiscal year; each director attended at least 75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
• Tenure: Director since April 2018, Class III, continuing term until the 2027 annual meeting .
• Board leadership and executive sessions: No lead independent director; independent directors meet in executive session periodically without management present .

Fixed Compensation

Program rates (reference):

• Annual base retainer: $55,000
• Risk Committee member retainer: $10,000
• Governance Committee member retainer: $5,000
• Committee chair premiums: Audit $35,000; Compensation $20,000; Governance $15,000; Risk $20,000

Notes:

• Rothschild’s FY25 cash increased modestly vs. FY24, consistent with committee assignments and program rate adjustments .

Performance Compensation

Observations:

• Lower FY25 share count vs. FY24 reflects higher stock price at grant (fixed $250k grant target), indicating equity alignment without increasing value-at-risk .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep technical and executive leadership in large-scale infrastructure and system software; experience as technology vendor and customer .
• Venture investing and portfolio advisory experience; broad industry perspective .
• Academic and healthcare governance roles; diversified oversight skills .

Equity Ownership

Governance Assessment

• Board effectiveness: Independent director with relevant risk and infrastructure expertise; active Risk Committee member supports oversight of cyber/data risks critical to PSTG’s platform business .
• Alignment & incentives: Equity-heavy director pay with fixed-value annual RSU grants (vesting after one year) aligns incentives with long-term stock performance; cash retainer modest and committee-based .
• Independence & attendance: Confirmed independence; attendance thresholds met; consistent participation in annual meetings .
• Conflicts/related-party: Company reports no related-party transactions requests in the last fiscal year; robust audit committee oversight and policy in place .
• Ownership discipline: Strong ownership guidelines and anti-hedging/pledging policy reduce misalignment risk .

RED FLAGS

• None identified: No pledging/hedging, no related-party transactions, no multi-board public interlocks, and satisfactory attendance disclosure .

Potential Watch Items

• Committee rotation: Rothschild served on Governance Committee in FY24 and Risk Committee in FY25; monitor committee tenure and contributions as PSTG’s cyber and data risk footprint grows .
• Market/comp shifts: Director equity grants are fixed-value; shifts in share count track stock price, but governance should continue benchmarking pay levels to peers to avoid pay inflation .

Appendix: Director Compensation YoY

Appendix: Committee Responsibilities (Risk)

• Oversees operational risks (continuity) and information technology/data security risks (enterprise cybersecurity, privacy, data protection law compliance); monitors internal and disclosure controls for cyber incidents .