Scott Dietzen - Vice Chairman | Pure Storage (PSTG) Executive Profile & Compensation

About Scott Dietzen

Scott Dietzen (age 62) serves as Vice Chairman and an independent director of Pure Storage; he has been on the board since October 2010 and previously served as CEO (2010–2017) and Chairman (2017–2018) . He is currently Chief Executive Officer of Augment, Inc. (since April 2023) and holds a B.S. in Applied Mathematics & Computer Science plus an M.S. and Ph.D. in Computer Science from Carnegie Mellon University . The board has determined Dietzen to be independent under NYSE and SEC rules, and Pure’s board leadership structure features Charles Giancarlo as Chairman/CEO and Dietzen as Vice Chairman, with no Lead Independent Director designated .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pure Storage	Chief Executive Officer	2010–2017	Led company growth as founding-era CEO; later became Chairman (2017–2018) and then Vice Chairman (2018–present) .
Pure Storage	Chairman	2017–2018	Board leadership as company matured; transitioned to Vice Chairman .
Yahoo! Inc.	Interim SVP, Communications & Communities (various roles)	2007–2009	Oversaw key communications/community products .
Zimbra, Inc.	President & Chief Technology Officer	2005–2007	Led product/technology until sale to Yahoo! in 2007 .
BEA Systems, Inc.	Chief Technology Officer (various roles)	1998–2004	Senior technology leadership in enterprise software .

External Roles

Organization	Role	Tenure	Public Company Board?
Augment, Inc.	Chief Executive Officer	Since April 2023	No public directorship disclosed .

Board Governance

Committee assignments: Dietzen is a member of the Risk Committee and the Nominating & Corporate Governance Committee .
Committee scopes: Risk Committee oversees operational continuity and cybersecurity/privacy/data protection risk and related controls; Governance Committee oversees director nominations, board/committee evaluations, and governance guideline updates .
Independence: The board determined Dietzen and a majority of directors are independent under NYSE rules and SEC regulations .
Board structure: Chairman is the CEO (Giancarlo); Vice Chairman is Dietzen; board has no Lead Independent Director .
Attendance: Board met 5 times in FY25; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
Executive sessions: Non-management director executive sessions occur each regularly scheduled board meeting; independent-only sessions occur at least annually .
Election/term: Class I nominee; if elected, term runs until 2028 annual meeting .

Committee	Role	FY25 Meetings	Key Responsibilities
Risk	Member	4	Operational, business continuity, IT/cybersecurity/privacy/data protection risk; monitoring related controls and disclosure policies .
Nominating & Corporate Governance	Member	4	Board composition and refreshment, director evaluations, committee composition, governance guidelines .

Fixed Compensation (Director)

Component	Detail	FY25 Amount/Terms
Annual base retainer (cash)	Standard non-employee director retainer	$55,000 .
Committee retainers (cash)	Governance member; Risk member	$5,000 (Governance member); $10,000 (Risk member) .
Cash fees actually paid	Fees earned by Dietzen in FY25	$66,250 .
Annual equity grant	RSU award sized at $250,000 using 30-day average price; granted June 2024	4,268 RSUs; grant-date fair value $285,487; vests fully on first anniversary .
Change-in-control treatment	Director equity accelerates on change in control	Full vesting upon CoC .

Performance Compensation (Director)

Metric Type	Director Plan Design
Performance-linked metrics	None; non-employee director equity is time-based RSUs (no performance metrics) .

Other Directorships & Interlocks

Category	Status
Current other public company boards (Dietzen)	None disclosed (“Other Public Boards” shows “-”) .
Compensation committee interlocks	None; “None of the members of our compensation committee is… one of our officers or employees,” and no reciprocal interlocks disclosed .

Expertise & Qualifications

Deep technology background with senior leadership roles at BEA Systems (CTO), Zimbra (President/CTO), Yahoo! (Interim SVP), and as former Pure Storage CEO; advanced degrees in Computer Science from Carnegie Mellon University (B.S., M.S., Ph.D.) .
Board-level risk and governance experience via Pure’s Risk and Governance committees .

Equity Ownership

Ownership Item (as of April 17, 2025)	Shares/Status	% of O/S
Common stock beneficially owned	854,514	* (<1%) .
RSUs vesting within 60 days	4,268	n/a .
Options exercisable within 60 days	—	n/a .
Total beneficial ownership	858,782	* (<1%) .

Beneficial ownership details: Includes (i) 645,971 shares held by Scott Dietzen 2022 Revocable Trust U/A DTD 04/19/2022, (ii) 100,000 shares held by Cather GST Exempt Trust, and (iii) 100,000 shares held by Miles GST Exempt Trust .
Stock ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; at FY25-end, all executive officers and non-employee directors met, exceeded, or were on track to meet guidelines within required timeframes .
Hedging/pledging: Policy prohibits pledging, hedging, short sales, and derivatives, mitigating alignment risks .

Governance Assessment

Strengths
- Independent Vice Chairman with former-CEO operating depth and advanced technical credentials; active service on Risk and Governance committees aligns with Pure’s cybersecurity and governance priorities .
- Strong attendance culture (≥75% for all directors) and regular executive sessions; board maintains majority independence .
- Director pay structure balanced: modest cash retainer, committee retainers aligned to workload, and annual time-based RSUs; CoC acceleration is typical but should be monitored .
- Ownership alignment supported by stringent stock ownership guidelines and anti-hedging/pledging policy .
- No related-party transactions reported for the period and clear related-party oversight policy .
Watch items
- No Lead Independent Director; while independent directors meet in executive sessions, some investors prefer a formal LID role when the CEO is also Chair .
- Long board tenure (director since 2010) can raise perceived independence concerns among some investors despite formal independence designation .
- 2024 Say-on-Pay failed (slightly more than 40% in favor), elevating governance scrutiny; the board undertook extensive shareholder engagement and adjusted practices, but investors may continue to watch compensation rigor and responsiveness .

RED FLAGS:

Absence of Lead Independent Director when CEO is Chair may concern some investors, though mitigated by regular executive sessions and majority independence .

Prior failed Say-on-Pay (2024) indicates shareholder concerns on executive pay; board responsiveness and FY25 outcomes (e.g., 73% PSU payout) should be monitored for alignment going forward .

Related-Party Transactions and Policies

Policy requires audit committee pre-approval of related-party transactions exceeding $120,000; no such transactions were submitted since the beginning of the last fiscal year .
Standard director and officer indemnification agreements are in place .

Director Compensation Summary (FY25)

Item	Dietzen
Cash fees earned	$66,250
Equity grant (RSUs) – shares	4,268
Equity grant (RSUs) – grant-date fair value	$285,487
Standard cash retainer structure	$55,000 base; $5,000 Governance member; $10,000 Risk member
Equity design	Annual $250,000 RSUs, 1-year vest; CoC full acceleration

Director Committee Workload (Context)

Committee	Members	FY25 Meetings	Notes
Audit	Murphy (Chair), Tomb, S. Taylor	8	Financial reporting, compliance, ESG disclosures oversight .
Compensation & Talent	Brown (Chair), R. Taylor, S. Taylor	6	Executive/director pay, succession, HCM oversight; no interlocks .
Risk	Brown (Chair), Dietzen, Rothschild	4	Ops continuity, cybersecurity/privacy, disclosure controls .
Governance	R. Taylor (Chair), Dietzen, Yen	4	Nominations, evaluations, governance practices .