John Murphy
Pure StorageAbout John Murphy
Independent director (age 56), serving on Pure Storage’s board since December 2021; currently Audit Committee Chair and designated audit committee financial expert. Former EVP & CFO at Adobe (2018–2021) with prior CAO/Controller roles; MBA (USC Marshall), BS Accounting (Fordham), licensed CPA (inactive). Board-determined independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Inc. | EVP & CFO | Apr 2018–Oct 2021 | Led finance; public-company CFO experience |
| Adobe Inc. | SVP, CAO & Corporate Controller | 2017–2018 | Financial reporting governance |
| Qualcomm Inc. | SVP, CAO & Corporate Controller | 2014–2017 | Accounting oversight; controls |
| Various global companies | Finance and accounting roles | Prior to 2014 | Broad finance operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Roper Technologies | Director | 2024–present | Public company board |
| LegalZoom.com | Director | 2021–present | Public company board |
| Fordham University | Board of Trustees | Current | Education governance; alumni involvement |
| The Foundry at Fordham | Advisory Board | Current | Entrepreneurship/social impact advisory |
Board Governance
- Committee assignments: Audit (Chair); designated “audit committee financial expert.” Audit Committee met 8 times in FY2025; members independent under NYSE Rule 10A-3. Responsibilities include financial reporting oversight, auditor oversight, compliance/ethics, related-party transaction review, and ESG/sustainability reporting oversight.
- Independence: Board determined Murphy independent; majority of board is independent; no lead independent director.
- Board/process: Board met 5 times in FY2025; every director attended ≥75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting. Executive sessions of non-management directors occur each regular meeting; independent-only sessions at least annually.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $55,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee (cash) | $35,000 | Chair premium; Audit member fee is $12,000 if not chair |
| FY2025 fees earned (Murphy) | $90,000 | Base + Audit Chair fee |
Performance Compensation
- Pure Storage does not use performance-based pay for non-employee directors; annual director equity grants are time-based RSUs.
- Director equity program:
- Annual RSU grant sized to $250,000, determined by prior 30-day average price; vests fully one year from grant; pro-rata vesting on resignation; accelerates on change-of-control.
- New director RSU grant sized to $600,000; 25% vests on first anniversary, remainder in 12 quarterly installments; accelerates on change-of-control.
| Equity Detail | Shares / Value | Vesting / Terms |
|---|---|---|
| FY2025 stock awards (Murphy) | $285,487 | Aggregate grant-date fair value of RSUs |
| FY2025 annual RSU grant | 4,268 shares | Granted June 2024; vests on one-year anniversary |
| Unvested RSUs (as of Feb 2, 2025) | 9,651 | Outstanding unvested balance |
Other Directorships & Interlocks
| Company | Sector Overlap with PSTG | Potential Conflict/Interlock | Notes |
|---|---|---|---|
| Roper Technologies | Limited overlap | None disclosed | General industrial technology company |
| LegalZoom.com | None | None disclosed | Consumer/legal services platform |
- Related-party transactions: Company policy requires Audit Committee pre-approval >$120,000; none submitted since the beginning of the last fiscal year.
- Compensation committee interlocks: None for PSTG’s Compensation Committee (general governance item).
Expertise & Qualifications
- Financial expert: Deep accounting/reporting and audit oversight experience; designated audit committee financial expert.
- Technology/As-a-Service familiarity from CFO role at Adobe; governance and risk management experience.
- Credentials: MBA (USC Marshall), BS Accounting (Fordham), CPA (inactive).
Equity Ownership
| Item | Amount | % of Shares Outstanding | Notes |
|---|---|---|---|
| Common stock owned (Murphy) | 24,859 shares | <1% | Beneficial ownership as of Apr 17, 2025 |
| RSUs vesting within 60 days | 4,268 shares | — | Included in total shares for beneficial ownership table |
| Total shares counted (common + near-term RSUs) | 29,127 | <1% | As disclosed in proxy ownership table |
| Unvested RSUs (aggregate) | 9,651 | — | As of Feb 2, 2025 |
| Stock ownership guideline | 5× annual base retainer | — | Directors required to hold value equal to 5× retainer; all directors met/exceeded or on track at FY2025 end |
| Hedging/pledging | Prohibited | — | Company insider trading policy bans hedging/pledging for directors |
Governance Assessment
- Board effectiveness: Murphy’s Audit Chair role and “financial expert” designation strengthen financial reporting oversight and ESG disclosure governance; Audit met 8 times in FY2025, indicating active committee engagement. Attendance thresholds met across all directors; executive sessions ensure independent oversight.
- Independence & alignment: Board confirmed independence; director equity is time-based RSUs with change-of-control acceleration; ownership guidelines at 5× retainer with compliance status positive; hedging/pledging prohibited—alignment positives.
- Other boards/time commitment: Concurrent service on two other public boards (Roper, LegalZoom) plus PSTG Audit Chair implies meaningful time demands; monitor ongoing attendance/engagement (≥75% threshold met in FY2025).
- Conflicts/related-party exposure: No related-party transactions reported; Audit Committee reviews RPTs, mitigating conflict risk.
- Shareholder signals: FY2024 say‑on‑pay received ~40% support, prompting robust outreach and FY2025 program changes; while NEO pay issue, it reflects broader governance responsiveness.
RED FLAGS
- Prior low say-on-pay support (~40%) indicates shareholder scrutiny of executive pay; board responded with engagement and program adjustments. Continue monitoring say-on-pay outcomes.
- Change-of-control full vesting of director RSUs may be viewed unfavorably by some investors, though common in market practice.