PURE STORAGE, INC., DEF 14A filed on 5/2/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Feb. 02, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Pure Storage, Inc.
Entity Central Index Key 0001474432
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Feb. 02, 2025
Feb. 04, 2024
Feb. 05, 2023
Feb. 06, 2022
Jan. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)($)(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(e)($)(2)
Value of Initial Fixed $100
Investment Based on:
Fiscal Year
(a)
Summary
Compensation
Table for PEO
(b)($)(1)
Compensation
Actually Paid
to PEO
(c)($)(2)
Total
Shareholder
Return
(f)($)
Peer Group
Total
Shareholder
Return
(g)($)(4)
Net Income (Loss)
(in thousands)
(h)($)		Revenue
(in thousands)
(i)($)
202514,054,606 45,732,638 5,491,828 14,660,598 381 197 106,739 3,168,164 
202436,650,048 40,458,685 13,349,070 15,151,161 237 166 61,311 2,830,621 
202311,284,123 15,303,936 4,407,257 6,151,443 168 133 73,071 2,753,434 
20229,794,382 14,575,257 3,961,982 8,732,531 148 141 (143,259)2,180,848 
20218,081,741 14,452,520 4,127,981 8,083,765 130 125 (282,076)1,684,179 
        
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote Total Compensation as set forth in the Summary Compensation Table in this proxy statement. Mr. Giancarlo served as our Principal Executive Officer (PEO) in each of fiscal 2025, 2024, 2023, 2022 and 2021. Compensation in fiscal 2024 includes the incremental fair value of the PSU award earned by our PEO due to the modification of such award.Average of the Total Compensation as set forth in the Summary Compensation Table in the proxy statement for the applicable year for the named executive officers, other than our PEO, which are comprised of the following individuals: for 2023, 2024 and 2025, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford. Compensation in fiscal 2024 includes the incremental fair value of the PSU awards earned by our NEOs due to the modification of such awards.        
Peer Group Issuers, Footnote Based on the NYSE Arca Tech 100 Index.        
PEO Total Compensation Amount $ 14,054,606 $ 36,650,048 $ 11,284,123 $ 9,794,382 $ 8,081,741
PEO Actually Paid Compensation Amount $ 45,732,638 40,458,685 15,303,936 14,575,257 14,452,520
Adjustment To PEO Compensation, Footnote
PEO
2025 ($)
2024 ($)
2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)14,054,606 36,650,048 11,284,123 9,794,382 8,081,741 
 - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) 12,143,667 35,023,555 9,469,212 7,735,478 6,695,186 
 + Year-end fair value of unvested equity awards granted in the Covered Year16,644,140 35,540,126 9,089,350 10,600,618 10,386,295 
 + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year— — — — — 
 +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year 25,197,687 2,963,661 2,086,128 1,973,507 4,319,563 
 +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year5,404,235 328,405 2,313,548 (57,773)(1,639,893)
 - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. 3,424,363 — — — — 
CAP TO PEO (column c)45,732,638 40,458,685 15,303,936 14,575,257 14,452,520 
        
Non-PEO NEO Average Total Compensation Amount $ 5,491,828 13,349,070 4,407,257 3,961,982 4,127,981
Non-PEO NEO Average Compensation Actually Paid Amount $ 14,660,598 15,151,161 6,151,443 8,732,531 8,083,765
Adjustment to Non-PEO NEO Compensation Footnote
AVERAGE FOR NON-PEO NEOS
2025($)
2024($)
2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)5,491,828 13,349,070 4,407,257 3,961,982 4,127,981 
 - Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year) 4,320,343 12,258,207 3,195,871 2,642,954 3,050,029 
 + Year-end fair value of unvested equity awards granted in the Covered Year5,801,468 12,439,033 3,067,667 6,095,363 4,731,534 
 + Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year106,853 — — — — 
 +/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year 6,589,588 1,324,680 960,605 1,177,864 2,172,166 
 +/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year 2,189,752 296,584 911,786 140,277 102,112 
 - Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year. 1,198,548 — — — — 
AVERAGE CAP TO NON-PEO NEOs (column e)14,660,598 15,151,161 6,151,443 8,732,531 8,083,765 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid
vs. Company TSR & Peer Group TSR
2199023257890
02_ICON_Legends_charts_green.jpg 
PEO CAP
02_ICON_Legends_charts_orange.jpg
Avg Non-PEO CAP
02_ICON_Legends_charts_purple.jpg
Pure Storage TSR
 02_ICON_Legends_charts_gray.jpg \
Peer Group TSR











        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid
vs. Net Income
2199023257964
02_ICON_Legends_charts_green.jpg 
PEO CAP
02_ICON_Legends_charts_orange.jpg 
Avg Non-PEO CAP
02_ICON_Legends_charts_purple.jpg 
Net Income
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid
vs. Revenue
2199023258053
02_ICON_Legends_charts_green.jpg 
PEO CAP
02_ICON_Legends_charts_orange.jpg 
Avg Non-PEO CAP
02_ICON_Legends_charts_purple.jpg 
Revenue
        
Total Shareholder Return Vs Peer Group
Compensation Actually Paid
vs. Company TSR & Peer Group TSR
2199023257890
02_ICON_Legends_charts_green.jpg 
PEO CAP
02_ICON_Legends_charts_orange.jpg
Avg Non-PEO CAP
02_ICON_Legends_charts_purple.jpg
Pure Storage TSR
 02_ICON_Legends_charts_gray.jpg \
Peer Group TSR











        
Tabular List, Table
Revenue
Non-GAAP Operating Profit
Subscription Services Revenue
Subscription ARR
NPS
        
Total Shareholder Return Amount $ 381 237 168 148 130
Peer Group Total Shareholder Return Amount 197 166 133 141 125
Net Income (Loss) $ 106,739,000 $ 61,311,000 $ 73,071,000 $ (143,259,000) $ (282,076,000)
Company Selected Measure Amount 3,168,164,000 2,830,621,000 2,753,434,000 2,180,848,000 1,684,179,000
PEO Name Mr. Giancarlo Mr. Giancarlo Mr. Giancarlo Mr. Giancarlo Mr. Giancarlo
Additional 402(v) Disclosure
We are providing the following information about the relationship between executive compensation actually paid (CAP), as defined under Item 402(v) of Regulation S-K, and certain financial performance measures of Pure. For further information concerning Pure’s variable pay-for-performance philosophy and how Pure aligns executive compensation with Pure’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
The Compensation Actually Paid is determined in accordance with Item 402(v) of Regulation S-K. The fair value of stock options was determined using a Black-Scholes model, the fair value of PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, the fair value of RSUs was based on the stock price on the vesting date, and the fair value of the 5-Year PSU awards was determined using a Monte Carlo simulation model. For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. Pure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP Operating Profit        
Measure:: 3          
Pay vs Performance Disclosure          
Name Subscription Services Revenue        
Measure:: 4          
Pay vs Performance Disclosure          
Name Subscription ARR        
Measure:: 5          
Pay vs Performance Disclosure          
Name NPS        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (12,143,667) $ (35,023,555) $ (9,469,212) $ (7,735,478) $ (6,695,186)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,644,140 35,540,126 9,089,350 10,600,618 10,386,295
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,197,687 2,963,661 2,086,128 1,973,507 4,319,563
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,404,235 328,405 2,313,548 (57,773) (1,639,893)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,424,363) 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,320,343) (12,258,207) (3,195,871) (2,642,954) (3,050,029)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,801,468 12,439,033 3,067,667 6,095,363 4,731,534
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,589,588 1,324,680 960,605 1,177,864 2,172,166
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 106,853 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,189,752 296,584 911,786 140,277 102,112
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,198,548) $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Feb. 02, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
EQUITY AWARDS GRANT POLICY
The grant of equity awards must be approved either by our board of directors or our compensation committee. Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. This policy provides that our CEO may approve awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter. If applicable, the exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION
We do not grant stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a trading window established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our Class A common stock on the date of grant. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports.
Award Timing Method Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter.If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a trading window established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a trading window established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Feb. 02, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true