Nicole Armstrong
Pure StorageAbout Nicole Armstrong
Nicole Armstrong serves as Pure Storage’s Chief Administrative & Legal Officer and Corporate Secretary, signing the company’s proxies and 8‑Ks and leading board governance processes; she was General Counsel and Corporate Secretary in 2021, Chief Legal Officer in 2022, and Chief Administrative & Legal Officer by 2024–2025 . In PSTG’s FY2025 governance cycle, Armstrong coordinated director interviews and synthesized board evaluation feedback as CALO, reflecting a central role in governance and oversight . Company performance under her tenure included FY2025 revenue of $3.168B, non‑GAAP operating profit of $559M, and an NPS of 81; FY2024 saw 3% revenue growth and a 41% stock price increase, with strong subscription momentum, providing the backdrop for executive pay programs and governance processes she signs and administers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pure Storage | General Counsel & Corporate Secretary | 2021 | Corporate officer and SEC signatory on annual meeting results . |
| Pure Storage | Chief Legal Officer & Corporate Secretary | 2022 | Proxy officer of record and governance communications lead . |
| Pure Storage | Chief Administrative & Legal Officer & Corporate Secretary | 2024–2025 | Signed proxies and 8‑Ks; led director interviews and board evaluation synthesis . |
External Roles
Not disclosed in PSTG’s DEF 14A or 8‑K filings reviewed .
Fixed Compensation
Armstrong is not a Named Executive Officer (NEO); individual base salary, target bonus, and actual bonus for her are not disclosed in the proxy tables. PSTG’s executive cash bonus program (applies company‑wide to executive officers and employees) is funded by three corporate metrics with the following weights and targets .
| Metric | Weighting | FY2025 Target | FY2025 Actual | Corporate Funding Notes |
|---|---|---|---|---|
| Revenue | 60% | $3,128M | $3,168M | FY2025 corporate factor set at 96% for executive officers despite 111% pool funding . |
| Non‑GAAP Operating Profit | 25% | $532M | $559M | Non‑GAAP definition per proxy reconciliations . |
| NPS | 15% | 80–82 target range | 81.0 | Third‑party audited NPS . |
Program design features: executive officers’ target cash bonuses (FY2025) set at 100% of base salary; executive bonuses incorporate individual performance factors on top of the corporate factor .
Performance Compensation
Armstrong’s individual equity grants are not disclosed as she is not a NEO. PSTG’s executive long‑term incentives are predominantly PSUs tied to annual performance, plus a distinct 5‑Year PSU program for executive officers introduced in FY2024. FY2025 PSUs were earned at 73% based on combined revenue and storage‑as‑a‑service TCV outcomes; earned shares vest over three years .
| PSU Metric (FY2025) | Target | Actual | Combined Metric | Payout |
|---|---|---|---|---|
| Revenue ($M) | $3,128 | $3,168 | Revenue + 70% of Storage‑as‑a‑Service TCV achieved at $3,440M | 73% of target earned |
| Storage‑as‑a‑Service TCV ($M) | $600 | $393 | — | — |
5‑Year PSU program (executive officers): market‑cap condition at $21.0B; first measurement FY2026; none earned as of FY2025; post‑vest 1‑year holding; potential acceleration mechanics on change‑of‑control, death, or disability are specified in the proxy .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; other executive officers 2x salary; directors 5x annual retainer; compliance required within 5 years. As of FY2025, all executive officers and directors met, exceeded, or were on track to meet guidelines .
- Prohibited transactions/policies: anti‑hedging, anti‑pledging, derivatives and short sales; margin accounts prohibited; pre‑clearance/10b5‑1 plans required for insiders .
- Clawback: NYSE‑compliant recoupment policy for Section 16 officers in the event of a financial restatement (no misconduct requirement) .
- Perquisites: executive physical exams up to $7,500/year, taxable; no tax gross‑ups; otherwise no unique perquisites beyond employee programs .
Employment Terms
PSTG maintains a Change in Control and Severance Benefit Plan covering employees at VP level and above; Armstrong’s title as CALO and corporate officer indicates she falls within the executive officer cohort subject to these policies (company‑level plan terms below) .
| Scenario | Cash Severance | Health Coverage | Equity Vesting |
|---|---|---|---|
| Termination without cause / resignation for good reason (non‑CoC window) | CEO: 12 months base; Others: 6 months base | CEO: up to 18 months; Others: up to 6 months | No acceleration under plan in non‑CoC scenario |
| Termination without cause / resignation for good reason within 3 months before to 12 months after a Change in Control (double‑trigger) | CEO: 18 months base + 12 months target bonus; Others: 12 months base + 12 months target bonus | CEO: up to 18 months; Others: up to 12 months | Time‑based awards: 100% acceleration; Performance‑based awards: treated at 100% of target unless award says otherwise; special 5‑Year PSU acceleration per program rules . |
Additional practice constraints: no “single‑trigger” change‑of‑control payments or benefits; no tax gross‑ups on change‑of‑control benefits; independent consultant and clawback policy in place .
Performance & Track Record
- Governance leadership: Armstrong signed Pure’s proxy and multiple 8‑Ks reporting shareholder vote outcomes, evidencing her role as Corporate Secretary and CALO in disclosure and governance processes .
- Board processes: She led director interviews and synthesized board evaluation results for governance committee and board discussions .
- Say‑on‑Pay context: Stockholders did not approve NEO pay in 2024 (c. 41% support), prompting extensive engagement and program changes; approval was obtained in 2025 (c. 73% support), shaping compensation governance Armstrong administers .
Compensation Committee Analysis
- Independent consultant: Meridian advised on philosophy, peer group, risk assessment, and long‑term PSU design .
- Peer group scope: software and storage peers selected on revenue and market‑cap criteria; committee avoids rigid percentile targeting .
Say‑On‑Pay & Shareholder Feedback
- FY2024 result: Not approved (Votes For: 106,981,484; Against: 157,044,215); extensive outreach led by compensation chair .
- FY2025 result: Approved (Votes For: 192,386,955; Against: 70,439,479); program rebalanced to align pay‑for‑performance and subscription evolution .
Equity Ownership & Insider Selling Pressure
- Anti‑pledging and anti‑hedging policies materially reduce selling pressure and alignment risks for executives, including Armstrong; 10b5‑1 trading plan governance enforced for insiders .
- Beneficial ownership tables list NEOs and directors; Armstrong’s individual shareholdings are not disclosed in these tables (she is not a NEO nor a director) .
Employment Contracts, Severance, and CoC Economics
- Company‑wide executive severance plan specifies double‑trigger CoC protections; time‑based equity fully accelerates; performance awards treated at target unless award agreements specify otherwise; 5‑Year PSU program has its own CoC and death/disability proration/acceleration mechanics .
Risk Indicators & Red Flags
- Anti‑hedging/pledging and clawback policies reduce alignment risks; no single‑trigger CoC; no tax gross‑ups; no special perquisites beyond standard programs .
- 2024 Say‑on‑Pay failure was addressed via shareholder engagement and revised program design (context for governance risk remediation) .
Investment Implications
- Compensation alignment: Executive bonus and PSU designs tightly link payouts to revenue, profitability, NPS, and subscription/TCV performance; governance guardrails (anti‑pledging, clawback, double‑trigger CoC) underpin alignment for corporate officers such as Armstrong .
- Retention risk: The 5‑Year PSU program is a powerful multi‑year retention and value‑creation lever for executive officers; while Armstrong’s individual participation is not disclosed, the plan’s presence reduces voluntary departure risk among senior leadership .
- Trading signals: Reduced insider selling pressure due to anti‑hedging/pledging and 10b5‑1 requirements; pay program adjustments and FY2025 Say‑on‑Pay approval signal improved shareholder alignment and governance stability overseen by Armstrong .