PURE STORAGE, INC., DEF 14A filed on 5/3/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Feb. 04, 2024
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
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Feb. 04, 2024
Feb. 05, 2023
Feb. 06, 2022
Jan. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)($)(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)($)
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 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 and 2024, 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 $ 36,650,048 $ 11,284,123 $ 9,794,382 $ 8,081,741
PEO Actually Paid Compensation Amount $ 40,458,685 15,303,936 14,575,257 14,452,520
Adjustment To PEO Compensation, Footnote
PEO
2024 ($)
2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)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) 35,023,555 9,469,212 7,735,478 6,695,186 
 + Year-end fair value of unvested equity awards granted in the Covered Year35,540,126 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 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 Year328,405 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. — — — — 
CAP TO PEO (column c)40,458,685 15,303,936 14,575,257 14,452,520 
      
Non-PEO NEO Average Total Compensation Amount $ 13,349,070 4,407,257 3,961,982 4,127,981
Non-PEO NEO Average Compensation Actually Paid Amount $ 15,151,161 6,151,443 8,732,531 8,083,765
Adjustment to Non-PEO NEO Compensation Footnote
AVERAGE FOR NON-PEO NEOS
2024($)
2023 ($)2022 ($)2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)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) 12,258,207 3,195,871 2,642,954 3,050,029 
 + Year-end fair value of unvested equity awards granted in the Covered Year12,439,033 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 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 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 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. — — — — 
AVERAGE CAP TO NON-PEO NEOs (column e)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 TSR03 426282-1_bar_compensation-vs-tsr&peer.jpg 		     
Compensation Actually Paid vs. Net Income Compensation Actually Paid
vs. Net Income03 426282-1_bar_compensation-vs-netincome.jpg 		     
Compensation Actually Paid vs. Company Selected Measure Compensation Actually Paid
vs. Revenue
03 426282-1_bar_compensation-vs-revenue.jpg
      
Total Shareholder Return Vs Peer Group Compensation Actually Paid
vs. Company TSR & Peer Group TSR03 426282-1_bar_compensation-vs-tsr&peer.jpg 		     
Tabular List, Table
Revenue
Non-GAAP Operating Profit
Subscription Services Revenue
Subscription ARR
NPS
      
Total Shareholder Return Amount $ 237 168 148 130
Peer Group Total Shareholder Return Amount 166 133 141 125
Net Income (Loss) $ 61,311,000 $ 73,071,000 $ (143,259,000) $ (282,076,000)
Company Selected Measure Amount 2,830,621,000 2,753,434,000 2,180,848,000 1,684,179,000
PEO Name 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 (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, the fair value of RSUs was based on the stock price on the vesting date, and the fair value of the LTP 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.
We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2024, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.”
      
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 $ (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 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 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
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 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 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 (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 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 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 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 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 $ 0 $ 0 $ 0 $ 0