PURE STORAGE, INC., DEF 14A filed on 5/5/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Feb. 05, 2023
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
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 05, 2023
Feb. 06, 2022
Jan. 31, 2021
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)($)(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)($)
202311,284,123 15,303,936 4,407,257 6,151,443 149 161 73,071 2,753,434 
20229,794,382 14,575,257 3,961,982 8,732,531 131 171 (143,259)2,180,848 
20218,081,741 14,452,520 4,127,981 8,083,765 115 152 (282,076)1,684,179 
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote [Text Block] 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 2023, 2022 and 2021. 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, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford.    
Peer Group Issuers, Footnote [Text Block] Based on the NYSE Arca Tech 100 Index.    
PEO Total Compensation Amount $ 11,284,123 $ 9,794,382 $ 8,081,741
PEO Actually Paid Compensation Amount $ 15,303,936 14,575,257 14,452,520
Adjustment To PEO Compensation, Footnote [Text Block]
PEO2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)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) 9,469,212 7,735,478 6,695,186 
 + Year-end fair value of unvested equity awards granted in the Covered Year9,089,350 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 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 Year2,313,548 (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. — — — 
CAP TO PEO (column c)15,303,936 14,575,257 14,452,520 
   
Non-PEO NEO Average Total Compensation Amount $ 4,407,257 3,961,982 4,127,981
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,151,443 8,732,531 8,083,765
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
AVERAGE FOR NON-PEO NEOS2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)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) 3,195,871 2,642,954 3,050,029 
 + Year-end fair value of unvested equity awards granted in the Covered Year3,067,667 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 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 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 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. — — — 
AVERAGE CAP TO NON-PEO NEOs (column e)6,151,443 8,732,531 8,083,765 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block] Compensation Actually Paid
vs. Company TSR & Peer Group TSRpg55-bar_capvstsr.jpg
   
Compensation Actually Paid vs. Net Income [Text Block] Compensation Actually Paid
vs. Net Income pg55-bar_capvsnet.jpg
   
Compensation Actually Paid vs. Company Selected Measure [Text Block] Compensation Actually Paid
vs. Revenuepg55-bar_capvsrevenue.jpg
   
Total Shareholder Return Vs Peer Group [Text Block] Compensation Actually Paid
vs. Company TSR & Peer Group TSRpg55-bar_capvstsr.jpg
   
Tabular List [Table Text Block]
Revenue
Non-GAAP Operating Profit
Subscription Services Revenue
Subscription ARR
NPS
   
Total Shareholder Return Amount $ 149 131 115
Peer Group Total Shareholder Return Amount 161 171 152
Net Income (Loss) $ 73,071,000 $ (143,259,000) $ (282,076,000)
Company Selected Measure Amount 2,753,434,000 2,180,848,000 1,684,179,000
PEO Name Mr. Giancarlo Mr. Giancarlo Mr. Giancarlo
Additional 402(v) Disclosure [Text Block] 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 (CAP) 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 and the fair value of RSUs was based on the stock price on the vesting date. 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.We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2023, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.”    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Non-GAAP Operating Profit    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Subscription Services Revenue    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Subscription ARR    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name NPS    
PEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 9,469,212 $ 7,735,478 $ 6,695,186
PEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 9,089,350 10,600,618 10,386,295
PEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,086,128 1,973,507 4,319,563
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,313,548 (57,773) (1,639,893)
PEO [Member] | Equity Awards Granted in Prior Years, Forfeited [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,195,871 2,642,954 3,050,029
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,067,667 6,095,363 4,731,534
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 960,605 1,177,864 2,172,166
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 911,786 140,277 102,112
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Forfeited [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0