John Colgrove
Pure StorageAbout John “Coz” Colgrove
Founder of Pure Storage (director since 2009), currently Chief Visionary Officer (since 2021); previously CTO (2009–2021). Age 62; B.S. in Computer Science from Rutgers; holds over 300 patents in systems, data storage, and software design . Pure delivered FY2025 revenue of $3.168B (+12% YoY) and non‑GAAP operating margin of 17.4% with Subscription ARR at $1.7B (+21% YoY); customer NPS was 81 . Pay‑versus‑performance TSR index rose to 381 in FY2025 (initial $100 basis), evidencing strong shareholder returns during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pure Storage | Chief Visionary Officer | 2021–present | Drives long‑term technology roadmap; helped secure hyperscaler design win (Meta) and directs innovation agenda . |
| Pure Storage | Chief Technology Officer | 2009–2021 | Led core flash/storage innovation; architected Purity and Flash portfolio growth . |
| Symantec | Fellow & CTO, Datacenter Management Group | 2005–2008 | Enterprise storage expertise; enabled transition to modern data center management . |
| Veritas | Founding Engineer & Fellow | Pre‑2005 | Foundational storage systems expertise; 300+ patents underpin technical leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sutter Hill Ventures | Entrepreneur in Residence | 2009 | Venture incubation bridging storage R&D with commercialization . |
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Base Salary | $550,000 |
| Target Bonus % | 100% of base salary |
| Actual Bonus Paid | $792,000 (Corporate factor 96% × Individual 150%) |
Performance Compensation
Cash Incentive Design and Outcomes (FY2025)
| Metric | Weighting | Target | Actual | Funding | Notes |
|---|---|---|---|---|---|
| Revenue | 60% | $3.128B | $3.168B | 112% | Target set ~10.5% YoY; achieved above target . |
| Non‑GAAP Operating Profit | 25% | $532M | $559M | 115% | Discipline & leverage focus . |
| NPS | 15% | 80–82 | 81.0 | 100% | Customer‑centric metric . |
| Executive Corporate Factor | n/a | — | — | 96% | Committee judgement to align with broad employee program . |
| Individual Factor (Colgrove) | n/a | — | — | 150% | Vision & hyperscaler progress; innovation leadership . |
| Vesting/Timing | n/a | — | — | — | 40% paid Sep 2024; remainder Apr 2025 . |
FY2025 PSU Awards and Payout
| Item | Detail |
|---|---|
| Equity Vehicle | Performance‑based RSUs (PSUs) |
| Performance Metric | Combined: Total Revenue + 70% of Storage‑as‑a‑Service TCV (Evergreen//One) |
| Target/Max Shares (Colgrove) | 84,990 target; 169,980 max |
| Target Thresholds | Min < $3,154M → 0%; Target $3,548M → 100%; Max $3,943M → 200% |
| Actual Achievement | $3,440M combined → 73% payout |
| Earned Shares (Colgrove) | 62,043 earned (73% × target); 1/3 vested Mar 20, 2025; remaining vest quarterly over 2 years . |
Long‑Term 5‑Year PSU (granted FY2024)
| Feature | Detail |
|---|---|
| Performance Metric | Market cap ≥ $21.0B (33%/67%/100% banked if met at FY2026/FY2027/FY2028) |
| Vesting & Hold | Vests Mar 20, 2028; 1‑year post‑vest holding to Mar 20, 2029 |
| Status at FY2025 End | No shares earned/banked; record date market cap ≈ $13.7B (below target) |
| Colgrove Target Shares | 284,734 (target; unearned) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 13,709,483 shares; 4.2% of outstanding (327,142,977 shares) . |
| Form of Holdings (trusts) | Includes Family Living Trust, two 2011 irrevocable trusts (Jeff Rothschild TTEE), and Charitable Remainder Trust . |
| Options (Exercisable within 60 days) | 208,333 shares (strike $17.00; exp. 9/23/2025) . |
| RSUs Unvested | 13,297; 47,279 (time‑based); FY2025 PSUs earned 62,043 subject to remaining vesting schedule . |
| Stock Ownership Guidelines | Executives: 2× salary; status: all execs met/exceeded/on track by FY2025 end . |
| Hedging/Pledging Policy | Hedging, pledging, margin accounts prohibited; short sales/derivatives banned . |
| Director Pay for Employee Directors | Employee directors (Colgrove, Giancarlo) receive no director compensation . |
Employment Terms
| Provision | Non‑CIC Termination | Change‑in‑Control (Double‑Trigger) |
|---|---|---|
| Severance Cash | 6 months base ($275,000) | 12 months base + 12 months target bonus ($1,100,000) . |
| Health Benefits | 6 months ($16,823) | 12 months ($33,647) . |
| Equity Acceleration | None (time‑based continues only if applicable terms satisfied) | 100% acceleration of time‑based awards; performance awards at 100% of target (post‑effective date governed by award terms); separate rules for 5‑Year PSU . |
| 5‑Year PSU (CIC/Death/Disability) | CIC: earns per $21B test (33/66/100% if achieved at FY2026/27/28), vests by 12 months post‑CIC or Mar 20, 2028; Death/Disability: proportionate banking based on months served and test achievement . | |
| Offer Letter | Colgrove has no individual offer letter; covered under company Severance Plan . | |
| Clawback | NYSE/SEC‑compliant recoupment for restatements (Section 10D) . |
Insider Transactions & Vesting Pressure (2025)
Selected reported Form 4 sales (Rule 10b5‑1 plan noted in footnotes):
- Oct 14, 2025: 100,000 shares at $92.49 (weighted avg) .
- Nov 10, 2025: Four tranches totaling ~100k shares at weighted averages $90.09, $91.01, $92.21, $92.79; sales under a 10b5‑1 plan adopted Jan 7, 2025 (Charitable Remainder Trust) .
- Sep 18, 2025: 100,000 shares at $87.33 (weighted avg) .
- Jul 29–31, 2025: Multiple sales totaling >300k shares around ~$60 (weighted avgs) .
Direct holdings post some November transactions indicated at ~6.47M shares, plus indirect trust holdings (per filing summaries) .
Stock awards vested in FY2025 for Colgrove: 136,959 shares (value $7,677,920), which can drive periodic tax‑related sales/withholding .
Performance & Track Record
Financials (Annual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $2,753,434,000 | $2,830,621,000 | $3,168,164,000 |
| EBITDA ($USD) | $183,945,000* | $211,579,000* | $227,813,000* |
Values retrieved from S&P Global.*
Context:
- FY2025 revenue +12% YoY; RPO $2.6B (+14% YoY); Subscription revenue +22% YoY; non‑GAAP operating margin 17.4%; NPS 81 .
- TSR index (initial $100): 168 (FY2023), 237 (FY2024), 381 (FY2025); peer group TSR also shown in proxy’s PVP table .
Board Governance
- Role: Class II director, non‑independent (current executive officer), director since 2009; no committee memberships listed for Colgrove .
- Board independence: 8 of 10 independent; no Lead Independent Director; CEO serves as Chair; Vice Chair is independent (Dietzen) .
- Executive sessions: Non‑management and independent‑only sessions held regularly; executive directors (Giancarlo, Colgrove) excluded .
- Attendance: Each director attended ≥75% of board/committee meetings in FY2025 .
- Director compensation: Employee directors receive no board fees/grants .
Compensation Structure Analysis
- Mix: Executives’ pay heavily performance‑based; Colgrove’s FY2025 included $4.20M stock awards and $0.79M earned bonus, with $0.54M salary (total $5.54M) .
- Metrics: Cash bonus emphasized revenue (60%), non‑GAAP op profit (25%), NPS (15%); PSU tied to combined Revenue + 70% TCV, with 73% payout reflecting revenue beat but TCV shortfall .
- 2024 concerns: Stockholders did not approve say‑on‑pay (~40% for); committee curtailed equity magnitude in FY2025 and committed to more disclosure on 5‑Year PSU progress .
- Governance safeguards: Independent comp committee; Meridian engaged; clawback policy; hedging/pledging prohibitions .
Compensation & Ownership (Multi‑Year)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 472,917 | 3,314,240 | 712,500 | 11,074 | 4,510,731 |
| 2024 | 475,000 | 12,258,207 | 722,000 | 6,116 | 13,461,323 |
| 2025 | 537,500 | 4,203,605 | 792,000 | 9,224 | 5,542,329 |
Ownership snapshot (as of 4/17/2025): 13,709,483 shares; 4.2% of outstanding; options exercisable within 60 days: 208,333; RSUs within 60 days: 0 .
Employment & Contracts (Retention Risk)
- Severance Plan coverage (VP+): Non‑CIC cash $275k + 6 months health; CIC double‑trigger cash $1.1M + 12 months health; full acceleration of time‑based equity; performance awards generally at 100% target for acceleration; special 5‑Year PSU CIC/death/disability rules .
- Perquisites: Executive physicals up to $7,500 (taxable, no gross‑up); no CIC tax gross‑ups; minor tax gross‑up related to patent program appears in “All Other” comp for Colgrove .
- Deferred comp: No FY2025 participation for Colgrove .
Say‑on‑Pay & Shareholder Feedback
- FY2024 say‑on‑pay failed (slightly >40% approval); FY2025 outreach expanded; responses included restoring equity to past practice, clearer 5‑Year PSU status and rigor; committee reaffirmed pay‑for‑performance philosophy .
Compensation Peer Group (Benchmarking)
Peer set updated for FY2025 (e.g., ANET, AKAM, NTAP, PANW, FFIV, JNPR, BOX, DBX, GWRE, ESTC, NTNX, LOGI, SPLK, NEWR) with revenue ~$750M–$7B and market caps ~2–10× rev; committee uses peers for context, not rigid percentiles .
Related‑Party Transactions & Red Flags
- No related‑party transactions approved/required since FY2024; formal policy requires audit committee consent; indemnification agreements in place .
- Risk flags addressed: 2024 PSU modification scrutinized; 2025 payout at 73% evidences discipline; hedging/pledging bans reduce misalignment risk .
Investment Implications
- Alignment: Large founder stake (4.2%) with strict anti‑hedging/pledging and ownership guidelines supports long‑term alignment .
- Incentive focus: FY2025 cash and equity metrics tied to revenue, profitability, NPS, and subscription TCV; 73% PSU payout reflects balanced discipline where subscription TCV lagged even as revenue beat, limiting windfalls .
- Overhang risk: Significant Form 4 selling in 2H2025 (often via 10b5‑1 and charitable trust) plus ongoing vesting could create periodic supply; monitor cadence around earnings/vesting dates .
- Long‑term upside driver: 5‑Year PSU market‑cap target ($21B) remains unearned; execution on hyperscaler/AI storage (e.g., Meta design win; FlashBlade//EXA) is pivotal for value creation and PSU realization by 2028 .
- Governance: Dual role (executive + director) mitigated by majority independent board, independent committees, and regular executive sessions without management; absence of a Lead Independent Director warrants continued monitoring .