Susan Taylor
Pure StorageAbout Susan Taylor
Independent director at Pure Storage (PSTG) since October 2018; age 56 as of April 30, 2025. Former Chief Accounting Officer at Meta Platforms (2017–2023) with prior senior accounting leadership at LinkedIn, Silver Spring Networks, Yahoo!, and 13+ years at PwC. Bachelor of Commerce, University of Toronto; CPA (inactive) in California. Serves on PSTG’s Audit Committee (audit committee financial expert) and Compensation & Talent Committee; the board class term runs through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Chief Accounting Officer | Apr 2017 – Jun 2023 | Led corporate accounting and reporting functions at scale (CAO role). |
| LinkedIn Corporation | VP, Controller & CAO | 2012 – 2017 | Public company controllership and SEC reporting leadership. |
| Silver Spring Networks, Inc. | VP, Controller & CAO | 2009 – 2012 | Led accounting at networking solutions provider. |
| Yahoo! Inc. | Senior Director, Accounting Policy | 2008 – 2009 | Technical accounting policy leadership. |
| PricewaterhouseCoopers LLP | Various accounting roles | ~1995 – 2008 (13+ years) | Assurance/technical accounting background. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None disclosed by PSTG | N/A | PSTG proxy lists no other public boards for S. Taylor. |
Board Governance
- Independence: Board determined Susan Taylor is independent under NYSE/SEC rules.
- Committees: Audit Committee member (designated audit committee financial expert) and Compensation & Talent Committee member. Audit met 8 times; Compensation met 6 times in FY2025.
- Attendance: Each director attended ≥75% of aggregate board/committee meetings in FY2025; all directors attended 2024 annual meeting.
- Executive sessions: Non-management and independent director executive sessions held periodically.
- Related-party transactions: None submitted for approval since the beginning of the last fiscal year; policy requires Audit Committee pre-approval >$120k.
- Interlocks: No compensation committee interlocks or insider participation.
- Stock ownership/ethics: Director stock ownership guideline = 5x annual base retainer; directors met/exceeded or are on track within 5 years. Pledging/hedging prohibited. Clawback policy (NYSE 10D) for Section 16 officers.
Fixed Compensation
| Fiscal Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| FY2025 | Board annual cash retainer | $55,000 | Standard non-employee director retainer. |
| FY2025 | Audit Committee member retainer | $12,000 | Member (not Chair). |
| FY2025 | Compensation Committee member retainer | $10,000 | Member (not Chair). |
| FY2025 | Total fees earned | $77,000 | Matches Director Compensation Table. |
| FY2024 | Total fees earned | $77,000 | Prior-year cash compensation. |
Performance Compensation
| Fiscal Year (Grant timing) | Award Type | Grant/Fair Value | Shares | Vesting | Change-of-Control Terms |
|---|---|---|---|---|---|
| FY2025 (June 2024) | RSU (annual director grant) | $285,487 (grant-date fair value) | 4,268 shares | Vests in full on 1-year anniversary of grant. | Director RSUs vest in full upon CoC (single-trigger for directors). |
| FY2024 (June 2023) | RSU (annual director grant) | $319,166 (grant-date fair value) | 8,543 shares | Vests in full on 1-year anniversary of grant. | Director RSUs vest in full upon CoC. |
- Program design: Annual director RSU targeted to $250,000 using 30-trading-day average price before meeting; prorated vesting on resignation before vest date; immediate vesting upon change of control. No per-meeting fees disclosed.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Susan Taylor in PSTG proxy materials.
- Notable network ties: PSTG director Jeff Rothschild is former VP of Technology at Facebook (Meta); no related-party transactions disclosed with Meta; Audit Committee reviews related-party transactions.
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert;” deep controllership/SEC reporting background.
- Industry exposure: Large-cap consumer tech (Meta), enterprise software/networking (LinkedIn, Silver Spring, Yahoo!).
- Education/credentials: Bachelor of Commerce, University of Toronto; CPA (inactive), California.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 90,633 shares | Direct common stock as of Apr 17, 2025. |
| RSUs vesting within 60 days (as of Apr 17, 2025) | 4,268 shares | Annual director RSU scheduled to vest. |
| Total beneficial ownership | 94,901 shares | <1% of outstanding shares. |
| Unvested director RSUs (as of Feb 2, 2025) | 4,268 shares | From Director Compensation table. |
| Pledging/hedging | Prohibited | Company-wide policy bans pledging/hedging. |
| Ownership guideline | 5x annual cash retainer | Compliance met or on-track within 5 years. |
Insider Trades (Form 4)
| Date (Filed) | Transaction Date | Type | Detail | Source |
|---|---|---|---|---|
| 2025-06-13 | 2025-06-11 | Annual director stock award (RSU) | Form 4 filed reporting transaction; Susan Taylor as Director; PSTG issuer. | |
| 2022-06-17 | 2022-06-15 | RSU grant | 9,097 RSUs acquired at $0.00; Form 4 shows post-transaction direct holdings. |
Note: A third-party tracker shows 99,636 shares beneficially owned following the 2025 filing; always verify against the SEC Form 4 XML for precise share counts.
Governance Assessment
Strengths
- Strong audit oversight credentials: Audit Committee member and designated financial expert; deep public-company controllership history enhances audit quality and financial reporting oversight.
- Independence, attendance, and engagement: Independent, with documented ≥75% attendance and participation on two key committees (Audit; Compensation).
- Ownership alignment and risk controls: Stock ownership guidelines at 5x retainer with compliance met/on track; strict anti-hedging/pledging policy; related-party screen with no transactions disclosed.
- Compensation structure: Director pay balanced between modest cash retainers and 1-year RSUs (fully at-risk until vest), aligning with shareholder outcomes; uses independent consultant.
Watchpoints
- Single-trigger vesting of director RSUs upon change-in-control is common but some shareholders prefer double-trigger; monitor for any future program changes.
- Broader board pay signals: PSTG’s 2024 Say-on-Pay for executives failed (~40% support), prompting extensive shareholder outreach and program adjustments; indicates the board (including Compensation & Talent Committee members) is in an active engagement/improvement cycle.
Overall implication: Susan Taylor brings high-caliber financial governance and audit expertise with strong independence and attendance, supporting investor confidence in financial reporting and compensation oversight. The director equity program’s single-trigger vesting is a modest governance caution but within market norms for directors.