Arista : 2025 Annual Report 2026 Notice and Proxy Statement - 2025 Annual Report
ANET
Published on 04/17/2026 at 12:52 pm EDT
Notice &
Proxy Statement
Annual Report
DEAR ARISTA NETWORKS STOCKHOLDERS:
Fiscal 2025 was another incredible year of progress and innovation for Arista, evidenced by our achievement of significant financial and operational milestones. I am so proud of the team's execution in continuing to deliver the ultimate combination of superior growth and profitability. We advanced our delivery of modern platforms enabling AI for networking and networking for AI.
Fiscal 2025 was another exceptional year full of progress for Arista. We delivered unprecedented revenue of $9.006 billion for our fiscal year 2025, an increase of 28.6% compared to fiscal year 2024. Meanwhile, we maintained a gross margin of 64.1%, the same gross margin as in fiscal year 2024. This strong performance resulted in net income for fiscal year 2025 of $3.511 billion, or $2.75 per diluted share, compared to net income of $2.852 billion, or $2.23 per diluted share, in fiscal year 2024.
Our exceptional performance is underpinned by significant innovation and development. For example:
We unveiled the R4 series platforms for AI, data center, and routed backbone deployment, which are built to deliver high performance, low AI job completion times, low power consumption, and integrated security, while helping customers reduce total cost of ownership.
We launched cognitive campus switches for the industrial edge, which bring the power, reliability, and operational simplicity of our Extensible Operating System ("EOS") to demanding industrial or outdoor environments.
We collaborated with industry leaders to deliver Ethernet for Scale-Up Networks (ESUN), which was unveiled at the OCP Global Summit in October 2025.
We acquired the VeloCloud® SD-WAN Portfolio from Broadcom, which enables customers to securely and efficiently interconnect data centers and distributed campus/branch offices while complementing Arista's existing portfolio.
We announced AI agents to streamline network operations with the combined power of open standards like MCP and the robust data and programmability of Arista's EOS and NetDL, empowering organizations to build, manage, and secure the networks of the future.
We have much to be proud of during our more than two decades of business and will continue to approach the future with the same hunger and quest for innovation as we did since our founding. We are well positioned with strong leadership and we look forward to bringing new products and technology to market that support and meet customer needs.
I thank Arista stockholders, customers, partners and our employees for your continued support.
JAYSHREE ULLAL
Chief Executive Officer and Chairperson Arista Networks, Inc.
April 16, 2026
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE AND TIME
Friday, May 29, 2026 at 11:00 a.m. Pacific Time
VIRTUAL MEETING
www.virtualshareholdermeeting. com/ANET2026
RECORD DATE
April 2, 2026
DEAR STOCKHOLDERS OF ARISTA NETWORKS, INC.:
The 2026 annual meeting of stockholders (the "Annual Meeting") of Arista Networks, Inc., a Delaware corporation, will be held on Friday, May 29, 2026 at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted in a virtual format to provide convenience to our stockholders and enable increased stockholder participation. You will be able to attend the Annual Meeting online and submit your questions during the meeting at https://www.virtualshareholdermeeting.com/ANET2026. To access the virtual meeting, you will need to enter the control number included in your Notice of Internet Availability of Proxy Materials (the "Notice"), on your proxy card or on the instructions that accompanied your proxy materials.
Our board of directors has fixed the close of business on April 2, 2026 as the record date for the Annual Meeting or any postponement, adjournment or continuation thereof. Only stockholders of record at the close of business on April 2, 2026 are entitled to notice of and to vote at the Annual Meeting or any postponement, adjournment or continuation thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending the Annual Meeting as a stockholder, you must follow the instructions set forth on page 13 of the accompanying proxy statement.
On or about April 16, 2026, we expect to mail to our stockholders the Notice, which provides instructions on how to access our proxy statement for the Annual Meeting and our annual report to stockholders, how to vote online or by telephone, and how to receive a paper copy of the proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: https://www.proxyvote.com. All you have to do is enter the control number located on your proxy card.
YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.
We appreciate your continued support of Arista Networks, Inc. and look forward to either greeting you virtually at the Annual Meeting or receiving your proxy.
By order of the Board of Directors,
JAYSHREE ULLAL
Chief Executive Officer and Chairperson Santa Clara, California
April 16, 2026
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TABLE OF CONTENTS
2026 PROXY STATEMENT SUMMARY 1
Proposals and Board Recommendations 1
Director Nominees 1
2025 Business Highlights 2
Board of Directors Snapshot 3
Our Commitment to Corporate Responsibility 5
QUESTIONS AND ANSWERS 13
BOARD OF DIRECTORS & CORPORATE
GOVERNANCE 17
Nominees for Director 18
Continuing Directors 21
Key Elements of Board Independence at Arista 24
Director Commitments 24
Board Leadership Structure 25
Lead Independent Director 25
Board Structure 25
Board of Directors Evaluation Process 26
Board of Directors Meetings and Committees 27
Compensation Committee Interlocks and Insider Participation 30
Considerations in Evaluating Director Nominees 30
Stockholder Recommendations for Nominations to
the Board of Directors 31
Stockholder Outreach 31
Communications with the Board of Directors 38
Role of Board of Directors in Risk Oversight 38
Role of Board of Directors in Oversight of
Corporate Responsibility 40
Talent Management and Succession Planning 40
Director Compensation 42
PROPOSAL NO. 1 ELECTION OF DIRECTORS 44
Nominees 44
Vote Required 44
PROPOSAL NO. 2 ADVISORY VOTE ON
EXECUTIVE COMPENSATION 45
Vote Required 45
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 46
Fees Paid to the Independent Registered Public Accounting Firm 46
Auditor Independence 47
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm 47
Vote Required 47
AUDIT COMMITTEE REPORT 48
EXECUTIVE OFFICERS 49
COMPENSATION COMMITTEE REPORT 50
EXECUTIVE COMPENSATION 50
Compensation Discussion and Analysis 50
Overview 52
Effect of Most Recent Stockholder Advisory Vote
on Executive Compensation 53
Executive Compensation Philosophy and
Objectives 54
Executive Compensation Program Components 57
Named Executive Officer Employment
Arrangements 66
Fiscal 2025 Summary Compensation Table 69
Outstanding Equity Awards at 2025 Fiscal
Year-End 70
Fiscal 2025 Grants of Plan-Based Awards 74
Fiscal 2025 Option Exercises and Stock Vested 75
Pension Benefits 75
Nonqualified Deferred Compensation 75
Potential Payments Upon Termination or Change
in Control 76
Risk Assessment and Compensation Practices 77
Compensation Policies and Hedging/Pledging
Policies 77
Insider Trading Policy 78
Tax and Accounting Considerations 78
CEO Pay Ratio 79
Pay Versus Performance 80
Equity Compensation Plan Information 85
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT 86
RELATED PERSON TRANSACTIONS 89
Policies and Procedures for Related Person Transactions 89
OTHER MATTERS 90
Householding 90
Stockholder Proposals 90
Availability of Bylaws 91
Fiscal Year 2025 Annual Report and SEC Filings 91
Forward-Looking Statements 91
APPENDIX A
Reconciliation of Selected GAAP to Non-GAAP Financial Measures A-1
2026 PROXY STATEMENT SUMMARY
Proxy Summary
Board and Corporate Governance
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Arista Networks, Inc., a Delaware corporation ("we," "us," "our," the "Company" or "Arista"), and any postponements, adjournments or continuations thereof (the "Annual Meeting"). Our principal executive offices are located at 5453 Great America Parkway, Santa Clara, California 95054. This summary highlights information contained in this proxy statement. We encourage you to read the entire proxy statement for more information prior to voting.
Annual Meeting
DATE AND TIME
Friday, May 29, 2026 at 11:00 a.m. Pacific Time
VIRTUAL MEETING
www.virtualshareholdermeeting.com/ANET2026
RECORD DATE
April 2, 2026
YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.
Voting Proposals
1
Proposals and Board Recommendations
Executive Officers & Compensation
Proposal for your Vote: Page 44
Elect three Class III directors to serve until the 2029 annual meeting of stockholders
Board Voting Recommendation:
2
FOR the election of Lewis Chew, Greg Lavender and Mark B. Templeton
Proposal for your Vote: Page 45
Advisory vote to approve our named executive officer compensation
3
Board Voting Recommendation: FOR
Security Ownership
Proposal for your Vote: Page 46
Ratification of the appointment of Ernest & Young LLP as our independent registered public accounting firm
Other Matters
Appendices
Board Voting Recommendation: FOR
Director Nominees
Name and Occupation
Age
Director Since
Independent
Committees
Lewis Chew, Director
63
2021
Audit
Greg Lavender, Director
65
2025
Audit
Mark B. Templeton, Director
73
2017
Compensation
Board and Corporate Governance
Proxy Summary
2025 Business Highlights
REVENUE
$9B
GAAP GROSS MARGIN
64.1%
GAAP NET INCOME
Executive Officers & Compensation
Voting Proposals
2025 Achievements
Revenue for our fiscal year 2025 was $9.006 billion, an increase of 28.6% compared to fiscal year 2024.
Arista unveiled the R4 series platforms for AI, data center, and routed backbone deployment, which are built to deliver high performance, low AI job completion times, low power consumption, and integrated security, while helping customers reduce total cost of ownership.
Security Ownership
Arista introduced innovations for massive scale campus mobility, including the Arista Virtual Ethernet Segment with Proxy ARP (Arista VESPA), which enables customers to deploy large-scale WLAN mobility domains.
Arista's AVA (Autonomous Virtual Assistant) was extended with additional agentic AI capabilities for use cases such as multi-domain event correlation, continuous monitoring, and network troubleshooting.
Arista launched cognitive campus switches for the industrial edge, which bring the power, reliability, and operational simplicity of our Extensible Operating System ("EOS") to demanding industrial or outdoor environments.
Other Matters
Arista engaged with industry leaders to deliver Ethernet for Scale-Up Networks (ESUN), which was unveiled at the OCP Global Summit in October 2025 as an OCP workstream committed to the goal of open standards-based solutions for scale-up AI networking.
Arista announced AI agents to streamline network operations with the combined power of open standards like MCP and the robust data and programmability of Arista's EOS and NetDL. These agents empower organizations to more efficiently build, manage, and secure modern networks.
Arista acquired the VeloCloud® SD-WAN Portfolio from Broadcom. VeloCloud enables customers to securely and efficiently interconnect data centers and distributed campus/branch offices while complementing Arista's existing portfolio.
Appendices
Arista expanded its executive ranks when Todd Nightingale was appointed President and Chief Operating Officer, Kenneth Duda was promoted to President and Chief Technology Officer, and Tyson Lamoreaux was appointed Senior Vice President of Cloud and AI Networking.
Proxy Summary
Board of Directors Snapshot
The following tables set forth information as of April 2, 2026, for each of our directors with terms expiring at the Annual Meeting and for each of the continuing members of our board of directors:
Board and Corporate Governance
DIRECTORS WITH TERMS EXPIRING AT THE ANNUAL MEETING/DIRECTOR NOMINEES
BOARD COMMITTEES
Director Current Term
Expiration of Term for Which
Name Class Age
Since
Expires
Nominated Audit Comp Nom. & Gov Independent
Voting Proposals
Executive Officers & Compensation
Security Ownership
Appendices
Lewis Chew III
63
2021
2026
2029
CHAIR
✓
Greg Lavender III
65
2025
2026
2029
+
✓
Mark B. Templeton III
73
2017
2026
2029
+
✓
CONTINUING DIRECTORS
BOARD COMMITTEES
Name Class
Age
Director Since
Current Term Expires
Audit
Comp Nom. & Gov Independent
Kelly Battles I
59
2020
2027
+
✓
Charles Giancarlo II
68
2013
2028
CHAIR ✓
Kenneth Duda I
54
2023
2027
Daniel Scheinman II
63
2011
2028
+ CHAIR ✓
Jayshree Ullal I
65
2008
2027
Yvonne Wassenaar II
57
2022
2028
+
+ ✓
(Director Nominee) (Director Nominee) (Director Nominee)
2
77%
INDEPENDENT
7
6
33%
FEMALE
3
4
55%
<6 YR TENURE
5
Other Matters
7/9 of our directors are independent
3/9 of our directors are women
5/9 of our directors have served for less than 6 years
Proxy Summary
BOARD SKILLS MATRIX
Board and Corporate Governance
Giancarlo
Lavender
Scheinman
Templeton
Wassenaar
The following table summarizes the key qualifications, skills and attributes of our director nominees and the continuing members of our board of directors. A mark indicates a specific area of focus or expertise on which our board of directors particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors' biographies describe each director's background and relevant experience in greater detail.
Battles
Chew
Duda
Ullal
Industry Expertise +
our business and the risks we face.
+
+
+
+
+
+
+
+
Senior Leadership
Experience in senior leadership positions to analyze, +
operations and policies.
+
+
+
+
+
+
+
+
Financial Knowledge and Expertise +
accounting and financial reporting processes.
+
+
+
+
+
+
+
Backgrounds and Experiences +
perspectives and enhance decision-making.
+
+
+
Cybersecurity/Information Security
Expertise to oversee cybersecurity, privacy, and information security management.
+
+
+
+
+
Sales, Marketing and Brand Management
Sales, marketing and brand management experience to provide expertise and guidance to grow sales and enhance our brand.
+
+
+
+
+
Global/International Experience and Knowledge
Experience and knowledge of global operations, +
our global business.
+
+
+
+
+
+
+
Governance, Risk Oversight and Compliance
Experience in public company corporate governance, +
and creating long term sustainable value.
+
+
+
+
+
+
+
Emerging Technologies and Business Models
Experience identifying and developing emerging
technologies and business models to advise, analyze +
business models and potential acquisitions disrupting our industry, business and company.
+
+
+
+
+
+
+
+
Human Capital Management +
and oversee our people and compensation policies.
+
+
+
+
+
+
+
+
Public Company Board Experience
Experience to understand the dynamics and operation +
regulatory landscape and risks.
+
+
+
+
+
+
+
+
Corporate Responsibility Experience +
+
+
+
+
+
+
Insight in the cloud and software industry to oversee
Voting Proposals
advise and oversee management in decision making,
Knowledge of financial markets, financing and
Executive Officers & Compensation
Backgrounds and experiences that provide unique
Security Ownership
business conditions and culture to advise and oversee
risk oversight and management, compliance, policy
Other Matters
and strategize regarding emerging technologies,
Experience attracting and retaining top talent to advise
Appendices
of a public company and the applicable legal and
Experience addressing governance, environmental and social issues, including climate risk.
Proxy Summary
Our Commitment to Corporate Responsibility
Board and Corporate Governance
Arista is committed to continued transparency, proactive engagement and consistent communication of our corporate responsibility strategies and programs. Our core competency remains designing, manufacturing and delivering leading software-driven cloud networking solutions. However, Arista is also dedicated to delivering a superior customer experience, increasing stockholder value, serving our communities and creating a workplace where talent is rewarded and can thrive. To maximize our efforts, we continue to focus our corporate programs on key material aspects related to good governance, environmental stewardship, supply chain management, and social responsibility.
Governance
Arista is committed to achieving excellence in our governance practices and to maintaining a strong foundation for our long-term success. We emphasize a culture of accountability and conduct our business in a manner that is fair, ethical, and responsible to earn the trust of our stakeholders, including customers, employees, investors, partners, and regulators.
Voting Proposals
Executive Officers & Compensation
We are committed to sound corporate governance principles that we believe serve the best interest of all our stockholders and to maintaining the highest level of professional and ethical standards in the conduct of our business around the world. Our board of directors and senior leadership team recognize the continued importance of striving to meet all our responsibilities. We believe our reputation for integrity and fair dealing is an important component of our success and the personal satisfaction of our employees. We are also dedicated to driving additional progress in initiatives to enhance sustainability, employee engagement and transparency through continuous improvement.
Security Ownership
The core values of Arista reflect what is truly important to us as an organization. Arista was founded on the principle of doing things the "Arista Way," which is to drive for customer success in every aspect of what we do. We build and deliver innovative, high-quality products and services through commitment, innovation and uncompromising focus on customer needs. This includes a commitment to designing, manufacturing and delivering leading software-driven cloud networking solutions in an environmentally and socially responsible manner and our corporate governance practices, such as those listed below, are meant to further our pursuit of the "Arista Way."
Board Oversight
Oversees the Company's strategy, annual business plans, Enterprise Risk Management framework, cybersecurity and culture, values and conduct
Regularly reviews succession plans for our Chief Executive Officer ("CEO") and other key executives
Oversees Company initiatives in areas such as supply chain and human capital management
Independent Board
Executive sessions of independent directors at each regularly scheduled board meeting
Other Matters
Strong Lead Independent Director facilitates independent board oversight of management and has expansive duties including setting agendas for the board meetings
Annual Evaluations
Annual board of directors and committee self-assessments enhance performance
Appendices
Encompasses board and committee structure and composition, culture, process and relationship with management
Supplemented by continuing director education
Proxy Summary
Stockholder Engagement
Active, year-round stockholder engagement process where we meet with our stockholders and other key stakeholders
Host Investor Day
Present at investor conferences
In 2025 and into 2026, we engaged with stockholders representing approximately 45% of outstanding shares
Board and Corporate Governance
Corporate Governance Policies
Stock Ownership Guidelines for directors, CEO, Chief Financial Officer ("CFO") and Presidents
Clawback Policy for executive officers
Proxy access for director nominees (available to eligible stockholders who have for at least 3 years maintained continuous ownership of at least 3% of our common stock) to not exceed the greater of 2 or 20% of directors in office
Robust Corporate Governance Guidelines
Insider Trading Policy prohibits, among other things, hedging and pledging
Voting Proposals
Arista has robust and comprehensive policies and procedures in place that support honest business conduct and solid business ethics. The full text of several of these policies, including our Code of Ethics and Business Conduct, Corporate Governance Guidelines, and Whistleblower Policy are available in the Governance section of our website at https://investors.arista.com.
Executive Officers & Compensation
Code of Ethics and Business Conduct
Our Code of Ethics and Business Conduct emphasizes the importance of honest business conduct and solid business ethics. Our Code of Ethics and Business Conduct applies to all personnel employed by or engaged to provide services to Arista including, but not limited to, our employees, officers and directors, including our CEO, CFO, and other executive and senior financial officers. Arista provides periodic training on our Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct addresses, among other things, conflicts of interest, business practices, compliance with laws and
regulations, and interacting fairly and respectfully with each other, our customers, partners, suppliers and host communities.
Other Matters
Security Ownership
Anti-Corruption Policy
We are committed to complying with applicable international and domestic anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act and applicable local laws. Our Anti-Corruption Compliance Policy & Guidelines outline the parameters of what is acceptable and what is not acceptable from an anti-corruption perspective. We have established procedures for conducting due diligence on our partners, manufacturers, suppliers, logistics providers and other third parties that may interact with foreign officials on
our behalf.
Appendices
Whistleblower Policy
Our Whistleblower Policy further supports our governance goals by encouraging transparency, facilitating confidentiality, and providing multiple avenues for employees and non-employees to submit concerns about accounting, auditing or other matters.
Board and Corporate Governance
Artificial Intelligence Policy
We have an internal Artificial Intelligence ("AI") Policy that establishes the basic principles for the responsible, secure, and ethical development, deployment, and use of artificial intelligence technologies within Arista. Our AI Policy acknowledges that a formal AI governance structure and risk management program are required to ensure consistent oversight and control of AI, and establishes a cross-functional executive AI governance committee.
Proxy Summary
Risk Management
Our internal risk management teams oversee compliance with applicable laws and regulations and coordinate with subject matter experts throughout our business to identify, monitor and mitigate risk including information security risk management and cybersecurity programs. Arista performs an enterprise risk assessment that is reviewed by the Audit Committee on an annual basis and monitored on a quarterly basis by the Audit Committee. The enterprise risk assessment is an assessment of key risks, including cybersecurity, data privacy, supply chain, human capital, and other risks.
Voting Proposals
STOCKHOLDER OUTREACH
Executive Officers & Compensation
We regularly evaluate our corporate governance practices against prevailing best practices and emerging and evolving topics identified through stockholder outreach, current literature and corporate governance organizations. We are receptive and responsive to the perspectives of our stockholders as expressed through their engagement with us. As we have in previous years, we again engaged in meaningful, robust and proactive stockholder outreach throughout 2025 and into 2026, with participation by several of our independent directors, including our Lead Independent Director and the Chair of our Compensation Committee, senior leadership, and investor relations team.
PROACTIVELY CONTACTED
stockholders representing over
40%
of outstanding shares*
ENGAGED WITH
stockholders representing approximately
45%
HELD OVER
100
engagement meetings
of outstanding shares*
* Only includes outreach to and engagement with institutional stockholders. The number of outstanding shares held by any
particular stockholder was determined as of December 31, 2025 or, as needed, the latest date available to us. The number of our outstanding shares was determined as of December 31, 2025.
Security Ownership
Other Matters
These discussions covered a wide variety of topics, including executive compensation, corporate governance, and sustainability. We take our stockholders' feedback on all matters, including executive compensation, seriously, as discussed further in the section entitled "Board of Directors & Corporate Governance - Stockholder Outreach." Furthermore, we are committed to meaningful outreach and engagement with our stockholders again in the coming year.
Appendices
In particular, we understand the importance of stockholder input on our executive compensation, particularly in light of our say-on-pay vote in 2025. As discussed in detail in the section entitled, "Board of Directors & Corporate Governance - Stockholder Outreach - Response to 2025 Say-On-Pay," members of our board of directors, including the Chair of the Compensation Committee, senior leadership and the investor relations team reached out to our stockholders for input specifically about our executive compensation program. During this focused outreach, we obtained feedback from 18 stockholders, collectively representing over 30% of our shares outstanding, including 10 of our top 25 institutional stockholders. Our Compensation Committee took the feedback from our stockholders seriously when considering the design of our executive compensation programs.
Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
We are committed to aligning executive compensation incentives with the best interests of Arista and our stockholders. Therefore, a significant portion of the direct compensation opportunity for Named Executive Officers ("NEOs") is variable and "at-risk" because it is contingent on the achievement of defined performance goals.
Board and Corporate Governance
Furthermore, the equity vesting structure for our NEOs requires long service periods before equity awards vest in full, incentivizing retention and a long-term perspective. As discussed further in the section entitled "Executive Compensation," we believe that our executive compensation program is designed to align executive compensation with performance and promote retention.
As part of designing an effective executive compensation program, we have adopted many compensation-related best practices. The following compensation governance standards in our executive compensation policies and practices are currently in effect:
What We Do What We Do Not Do
Voting Proposals
Executive Officers & Compensation
Security Ownership
Other Matters
Appendices
Environment
Arista is dedicated to responsible environmental practices that include climate change resilience, conservation of natural resources, pollution prevention and reduction of waste. We foster environmental awareness in our employees and partners, engaging them to reduce their footprint and waste, while collaborating to innovate powerfully efficient sustainable data technology solutions.
Proxy Summary
Arista's Environmental Policy, ethos, and culture of efficiency and innovation continue to drive our passionate and pragmatic approach to environmental sustainability. Through our Environmental Management System, Arista implements our objectives for achieving pollution prevention, environmental protection and monitoring, environmental sustainability, greenhouse gas ("GHG") emissions and climate risk management, and ongoing proactive monitoring and continuous improvement in the environmental performance of our operations.
Each new generation of our products demonstrates improved network capacity and energy efficiency for high performance data center installations. This evolution supports reductions in GHG emissions intensity and power consumption for our customers to advance their sustainability goals. In addition, Arista's new products continue to use power supplies that are rated 80-Plus Platinum or better, which helps reduce the total product power consumption and heat generated from the power supplies.
Board and Corporate Governance
Voting Proposals
Executive Officers & Compensation
Security Ownership
Other Matters
Appendices
In 2025, Arista's Science-Based Targets were validated and approved by the Science Based Targets Initiative ("SBTi"), and Arista is now implementing these targets in earnest, with great dedication, with an expanded team to support greater net zero supplier and customer engagement. We continue to lead in transparency, disclosing the results of our third-party verified, comprehensive inventory of Scope 1, 2, and 3 GHG emissions. 2025 was a year of integration and internal capacity building to enhance cross-functional alignment to better serve our customer needs in the age of AI datacenter energy challenges and ever-increasing global resource constraints through further innovations in product energy and resource efficiency. We also convened a cross-functional team to complete an updated climate risk assessment to support enhanced readiness for potential transitional, market and physical risks.
Voting Proposals
Board and Corporate Governance
Proxy Summary
We are committed to integrating sustainability in every aspect of our products' life cycles across the value chain, from the materials and components that make up our products, to the end of life of the product, while meeting Arista customers' requirements and supporting their sustainability aspirations. For example, our certified recycling partners ensure environmentally responsible disposal in compliance with ISO 14001 standards. We continue to implement Design for Environment principles in our development process with the goal of minimizing the overall adverse environmental impact of our products. Specifically, Arista focuses on reducing material diversity and weight, selecting more environmentally friendly materials, designing for ease of disassembly and recycling, energy efficiency, longevity, upgradeability, and efficient and sustainable packaging.
Social Responsibility
Providing an amazing customer and product experience and technological leadership all starts with a great team. We are focused on growing our team of employees and prioritize providing resources that enrich their professional
development and personal total wellness. We believe that our ongoing success depends upon a skilled, satisfied, and valued workforce.
Executive Officers & Compensation
As such, Arista provides opportunities for our employees to gain necessary and desired skills and knowledge as well as upskill via a library of on-demand classes, webinars and in-person training.
Other Matters
Security Ownership
Appendices
Arista's employees participate in incentive stock and bonus plans that support our organizational philosophy of allowing employees to share in our performance and success. Our executive compensation program is designed to attract, retain, and reward performance and align incentives with achievement of Arista's strategic plan and both short- and long-term operating objectives. In accordance with our compensation philosophy established by the Compensation Committee and the board of directors, we believe our executive pay is well aligned with performance, creating a positive relationship between our operational performance and stockholder returns.
Proxy Summary
Board and Corporate Governance
Arista is all about respect, integrity, innovation, passion, pride, and trust. We conduct employee engagement surveys globally on an annual basis to gather information and feedback from our team members. We use a holistic organization-wide approach to respond to the results of the surveys, analyzing the data for potential actions and positive change that can be taken in the areas of leadership, communication, culture, inclusion, professional development and other areas. Beyond the workplace, the health and wellbeing of our colleagues is among our top priorities and in recognition of this, Arista offers ongoing wellness webinars and quarterly wellness weeks focused on mental, physical and financial health, social activity and professional development.
We strive to build an inclusive culture that encourages, supports and celebrates the voices of all our employees. It fuels our innovation and connects us closer to the customers and communities we serve. We believe that the voices of our employees are the ultimate barometer in evaluating our success. In 2025, Arista was extremely honored and humbled to receive a record number of external recognitions primarily based on enthusiastic employee feedback.
Voting Proposals
These recognitions include:
Executive Officers & Compensation
We are committed to developing a qualified and motivated workforce to power our continued evolution. The health and safety of our employees is among our top priorities. Our policy is to maintain our facilities and run our business operations in a manner that does not jeopardize the occupational health and safety of our employees. We provide necessary and legally required training to employees on safety standards and protocols. Our Global Facilities team continues to proactively work to reduce and eliminate potential risks and ensures compliance with local laws and regulations. To evaluate performance, we regularly measure and monitor workplace safety and implement continuous improvements.
Security Ownership
We are aware of how our presence and partnership can positively impact others. Therefore, we are consciously and continuously working to systemically create positive change in our communities by partnering with impactful nonprofits through fundraising and sponsorship activities as well as volunteer events. The Arista Foundation's giving priorities are aligned with the United Nations' Sustainable Development Goals and are generally focused on education, hunger, environmental sustainability, and disaster relief. In 2025, we are proud to have:
Other Matters
Continued our partnership and support of Arizona State University, including their Technical Upskilling program, providing workforce readiness training and technical certification opportunities.
Rapidly hosted an employee fundraiser with matching Arista Foundation support to provide aid for those impacted by the fires in Southern California and the floods in Punjab, India.
Planted trees globally through partnerships with a number of nonprofits.
Appendices
Provided over a million meals to people in need through a combination of employee donations and matching Arista Foundation funds as part of our annual Global Giving Drive through our partners, Second Harvest of Silicon Valley, Feeding America, New Hampshire Food Bank, Central Texas Food Bank, Greater Vancouver Food Bank, and Foodbank Australia.
Board and Corporate Governance
Proxy Summary
Through strategic nonprofit partnerships, pro bono work, volunteerism and philanthropy, our corporate responsibility efforts are focused on contributing to the creation of a better world. Going forward, Arista will continue to partner with nonprofit organizations that work to increase the number of individuals having access to education, decrease the number of individuals facing economic barriers and support the communities in which we operate and our employees work and live.
Supply Chain
We engage proactively with external stakeholders because manufacturing our products creates environmental and social impacts that extend far beyond the walls of Arista.
Voting Proposals
We engage responsibly and proactively with suppliers throughout our global supply chain to conserve resources, save costs, and ensure ethical practices and sustainable sourcing. Our Supply Chain Sustainability Expectations Policy defines explicit requirements designed to reflect industry-leading practices. As a proud member of the Responsible Business Alliance ("RBA"), which strives to develop a global supply chain that consistently operates with social, environmental and economic responsibility, we work to embed RBA practices in our operations.
Executive Officers & Compensation
In accordance with the commitments in our Human Rights Policy, Arista takes measures to continuously ensure the absence of slavery, human trafficking and forced labor in our supply chain and therefore, ensure compliance with the California Transparency in Supply Chains Act, Australian Modern Slavery Act and the UK Modern Slavery Act. We perform supplier risk assessments and encourage our suppliers to adhere to the RBA Code of Conduct, which outlines comprehensive standards across labor practices, health and safety, environmental stewardship, business ethics, and management systems. Furthermore, we continue to be a member of the Responsible Minerals Initiative and have management systems in place to ensure that the components of our products are sourced responsibly.
Other Matters
Security Ownership
Appendices
Arista's website contains more information on our corporate responsibility programs. We routinely engage with our stockholders to better understand their views, carefully considering the feedback we receive and acting when appropriate. For more information, please visit our corporate website: arista.com.
QUESTIONS AND ANSWERS
Proxy Summary
Board and Corporate Governance
The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
A
A
Q How do I vote? Q Can I change my vote?
If you are a stockholder of record, you can vote in one of the following ways:
by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 28, 2026 (have your proxy card in hand when you visit the website);
by toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on May 28, 2026 (have your proxy card in hand when you call);
by signing, dating, and returning your proxy card (if you received printed proxy materials); or
by attending and voting at the Annual Meeting at https://www.virtualshareholdermeeting.com/ANET2026. To attend and participate in the Annual Meeting, you will need the control number included in your Notice of Internet Availability of Proxy Materials (the "Notice"), on your proxy card or on the instructions that accompanied your proxy materials.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet.
However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.
Yes. Subject to the voting deadlines noted above, if you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
Voting Proposals
entering a new vote by Internet or by telephone;
returning a later-dated proxy card;
notifying the Secretary of Arista Networks, Inc., in writing, at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054; or
Executive Officers & Compensation
attending and voting at the Annual Meeting at https://www.virtualshareholdermeeting.com/ANET2026.
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
A
Q Who is entitled to vote?
Security Ownership
Holders of our common stock as of the close of business on April 2, 2026,
the record date, may vote at the Annual Meeting. As of the record date, there were 1,259,169,438 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.
Other Matters
Appendices
Stockholders of Record. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting.
Board and Corporate Governance
Proxy Summary
Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in "street name," and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as "street name stockholders."
Voting Proposals
Q What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to
Executive Officers & Compensation
be properly held under our amended and restated bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
Do I have to do anything in advance if I plan to attend the Annual Meeting?
Security Ownership
The Annual Meeting will be a completely virtual meeting, which will be conducted via a live webcast. You are entitled to
participate in the Annual Meeting only if you were a stockholder of record as of the close of business on April 2, 2026 or if you hold a valid proxy for the Annual Meeting.
Other Matters
You will be able to attend the Annual Meeting online and submit your questions during the meeting at https://www.virtualshareholdermeeting.com/ANET2026. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials.
We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m.
Appendices
Pacific Time, and you should allow ample time for the check-in procedures.
How do I ask questions during the Annual Meeting?
You will be able to attend the Annual Meeting online and submit your questions during the meeting at
https://www.virtualshareholdermeeting.com/ANET2026. To access the virtual meeting, you will need to enter the control number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials.
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and, therefore, will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
How can I get help if I have trouble checking in or listening to the meeting online?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support
number that will be posted on the Virtual Shareholder Meeting log-in page.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Jayshree Ullal, Chantelle Breithaupt and Sean Christofferson have
been designated as proxies by our board of directors. When a proxy is properly dated, signed and returned, the shares represented by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder contained on such proxy. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission
("SEC"), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 16, 2026, to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
How are proxies solicited for the Annual Meeting?
Our board of directors is soliciting proxies for use at the Annual Meeting. All
expenses associated with this solicitation will be borne by us. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or other means by our directors, officers and employees.
No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable
out-of-pocket expenses in connection with such solicitation. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Proxy Summary
Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally
Board and Corporate Governance
required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole "routine" matter: the proposal to ratify the appointment of Ernst & Young LLP. Absent direction from you, your broker will not have discretion to vote on the election of directors or on the approval, on an advisory basis, of executive compensation of our named executive officers, which are "non-routine" matters.
Voting Proposals
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report
Executive Officers & Compensation
on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they become available.
Security Ownership
How many votes are needed for approval of each proposal?
Proposal One: The election of directors requires a plurality of the voting power of the shares of our common stock present
Other Matters
Appendices
in person or represented by proxy at the Annual Meeting and entitled to vote thereon to be approved. "Plurality" means that the nominees who receive the largest number of votes cast "FOR" such nominees are elected as directors. As a result, any shares not voted "FOR" a particular nominee, whether as a result of stockholder abstention or a broker non-vote (in other words, where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter), will not be counted in such nominee's favor and will have no effect on the outcome of the election. You may vote "FOR" or "WITHHOLD" on each of the nominees for election as a director.
Board and Corporate Governance
Proxy Summary
Proposal Two: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter to be approved. You may vote "FOR," "AGAINST," or "ABSTAIN" with respect to this proposal. Abstentions are considered shares present and entitled to vote on the subject matter, and thus, will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Other Matters
Security Ownership
Executive Officers & Compensation
Voting Proposals
Appendices
Proposal Three: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter to be approved. You may vote "FOR," "AGAINST," or "ABSTAIN" with respect to this proposal. Abstentions are considered shares present and entitled to vote on the subject matter, and thus, will have the same effect as a vote "AGAINST" this proposal. Broker non-votes will have no effect on the outcome of this proposal.
BOARD OF DIRECTORS & CORPORATE GOVERNANCE
Proxy Summary
Board and Corporate Governance
Our business affairs are managed under the direction of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Our board of directors is committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. The full text of our Corporate Governance Guidelines is available in the Governance section of our website at http:// investors.arista.com. We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve.
BOARD EFFECTIVENESS
WORKING DYNAMICS
Voting Proposals
BOARD OF DIRECTORS STRUCTURE
Candid discussions
Open access to management and information
Established processes for director feedback
Regular non-executive directors' meetings
Strong lead independent director
Executive Officers & Compensation
3 standing committees
GOVERNANCE PRACTICES BOARD OF DIRECTORS COMPOSITION
Oversight of CEO/management performance
Board/management succession planning
Code of Ethics and Business Conduct for our directors and employees
Stock ownership requirements for our directors, CEO, CFO and Presidents
Clawback policy for our executives
Robust Corporate Governance Guidelines
Proxy access for director nominees (available to eligible stockholders who have for at least 3 years maintained continuous ownership of at least 3% of our common stock) to not exceed the greater
of 2 or 20% of directors in office
Security Ownership
Broad range of skills and experiences
7/9 directors are independent
Our Chairperson and Chief Technology Officer are the only non-independent directors
3/9 directors are women
Other Matters
Appendices
2/9 directors are from underrepresented communities
Proxy Summary
Board Composition
Set forth below is biographical information for the nominees and for each of the continuing members of our board of directors. This includes information regarding each director's experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.
Board and Corporate Governance
NOMINEES FOR DIRECTOR
Independent Director
Age: 63
Voting Proposals
Director Since: 2021 Committee(s):
Audit (Chair)
Other Current Public Company Boards:
Cadence Design Systems, Inc.
Intuitive Surgical, Inc.
Experience
Mr. Chew has served as a member of our board of directors since July 2021. From June 2012 to October 2021,
Security Ownership
Executive Officers & Compensation
Mr. Chew served as executive vice president and chief financial officer of Dolby Laboratories, Inc., an audio, voice and imaging technology company. From April 2001 to September 2011, Mr. Chew served as senior vice president and chief financial officer of National Semiconductor Corporation, a designer and manufacturer of semiconductor components. Prior to joining National Semiconductor Corporation, Mr. Chew was a partner at KPMG LLP, an accounting firm. Since March 2020, Mr. Chew has served on the board of directors of Cadence Design Systems, Inc., a multinational computational software company, where he is chair of the audit committee, and since April 2024, Mr. Chew has served as a member of the board of directors and chair of the audit committee of Intuitive Surgical, Inc., a leading surgical robotics company. From September 2009 to April 2019, Mr. Chew served as a director of PG&E Corporation, an energy-based holding company, where he served as chair of both the public policy committee and the audit committee. Mr. Chew holds a B.S. in Accounting from the Leavey School of Business at Santa Clara University.
Qualifications
We believe Mr. Chew possesses specific attributes that qualify him to serve as a member of our board of directors. Mr. Chew brings extensive experience in financial reporting, audit and operations as a partner at KPMG LLP and senior executive officer at technology companies like Dolby Laboratories, Inc. In addition, Mr. Chew has valuable financial and audit oversight experience as a board and audit committee member of companies in the technology industry like Cadence Design Systems, Inc. and Intuitive Surgical, Inc.
Other Matters
Key Skills Added to the Board:
Industry Expertise
Senior Leadership
Financial Knowledge and Expertise
Backgrounds/ Experiences
Cybersecurity/ Information Security
Sales, Marketing and Brand Management
Appendices
Global/ International Experience and Knowledge
Governance, Risk Oversight and Compliance
Emerging Technologies and Business Models
Human Capital Management
Public Company Board Experience
Proxy Summary
Independent Director
Age: 65
Director Since: 2025 Committee(s):
Audit
Other Current Public Company Boards:
Board and Corporate Governance
Nutanix, Inc.
Experience
Voting Proposals
Executive Officers & Compensation
Dr. Lavender has served as a member of our board of directors since March 2025. Dr. Lavender is the co-founder and has served as Chief Technology Officer of Confidential Core AI, Inc., a company that addresses data security and agentic safety challenges with AI technology, since August 2025. Dr. Lavender served as the Chief Technology Officer for Intel Corporation, a semiconductor manufacturing company from November 2023 to June 2025. Prior to becoming the Chief Technology Officer at Intel Corporation, Dr. Lavender was the Corporate Chief Technology Officer and Senior Vice President / General Manager of the Software and Advanced Technology Group of Intel Corporation from June 2021 to November 2023. From January 2018 to June 2021, Dr. Lavender, held senior positions, including Senior Vice President and Chief Technology Officer, at VMware, a software development company. Prior to VMware, Dr. Lavender held leadership positions at Citigroup, Cisco Systems and Sun Microsystems. Since September 2025, Dr. Lavender has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Dr. Lavender also serves as Visiting Industry Fellow in Computer Science at Cambridge University. Before Dr. Lavender's career in tech began, he was on the faculty of the University of Texas at Austin for 14 years, including three years as Associate Chairman for Academics. Dr. Lavender holds a B.S. in computer science (applied mathematics) from the University of Georgia, and an M.S. in computer science (software engineering) and a Ph.D. in computer science (networking and distributed systems) from Virginia Tech.
Qualifications
Security Ownership
We believe Dr. Lavender possesses specific attributes that qualify him to serve as a member of our board of directors. Dr. Lavender brings extensive technological and leadership experience as the former Chief Technology Officer of Intel Corporation and from prior senior leadership roles in technology and finance.
Key Skills Added to the Board:
Industry Expertise
Senior Leadership
Financial Knowledge and Expertise
Backgrounds/ Experiences
Cybersecurity/ Information Security
Sales, Marketing and Brand Management
Global/ International Experience and Knowledge
Governance, Risk Oversight and Compliance
Emerging Technologies and Business Models
Human Capital Management
Public Company Board Experience
CR
Other Matters
Appendices
Experience
Proxy Summary
Independent Director
Board and Corporate Governance
Age: 73
Director Since: 2017 Committee(s):
Compensation
Other Current Public Company Boards:
Nutanix, Inc.
Experience
Voting Proposals
Mr. Templeton has served as a member of our board of directors since June 2017. Mr. Templeton served as the chief executive officer and a member of the board of directors of DigitalOcean, Inc., a cloud computing company from June 2018 to August 2019. Previously, he served as the president and chief executive officer and a member of the board of directors of Citrix Systems, Inc., a global provider of virtualization, mobility management, networking and software as service solutions, from January 1998 until his retirement in October 2015. Since July 2023,
Executive Officers & Compensation
Mr. Templeton has served on the board of directors of Nutanix, Inc., a hybrid multi-cloud virtual software company. Mr. Templeton served on the board of directors of Health Catalyst, Inc., a provider of data and analytics technology and services to healthcare organizations, from July 2020 to March 2024. Mr. Templeton served on the board of directors of Equifax, Inc., a consumer credit reporting agency, from February 2008 to November 2018 and Keysight Technologies, Inc., an electronics test and measurement equipment company, from November 2015 to July 2018. Mr. Templeton holds a B.A. in product design from North Carolina State University and an M.B.A. from the Darden School of Business at the University of Virginia.
Qualifications
We believe Mr. Templeton possesses specific attributes that qualify him to serve as a member of our board of directors. Mr. Templeton brings extensive leadership, operations and industry experience from his roles as chief executive officer of DigitalOcean, Inc. and Citrix Systems, Inc., among other leadership positions. In addition, Mr. Templeton has valuable oversight experience at a variety of public companies in the technology industry.
Security Ownership
Key Skills Added to the Board:
Industry Expertise
Senior Leadership
Financial Knowledge and Expertise
Sales, Marketing and Brand Management
Global/ International Experience and Knowledge
Governance, Risk Oversight and Compliance
Other Matters
Appendices
Emerging Technologies and Business Models
Human Capital Management
Public Company Board Experience
CR
Experience
CONTINUING DIRECTORS
Age: 59
Director Since: 2020 Committee(s):
Audit
Other Current Public Company Boards:
ThredUp Inc.
Proxy Summary
Experience
Board and Corporate Governance
Ms. Battles has served as a member of our board of directors since July 2020. Ms. Battles has over 30 years of finance, strategy and operational leadership experience. From July 2020 to January 2022, Ms. Battles served as chief financial
Voting Proposals
officer of Alpha Medical Group, a telemedicine provider, where she has also served as a member of the board of directors since January 2022. From November 2016 to March 2020, Ms. Battles served as chief financial officer of Quora, Inc., a knowledge platform. Ms. Battles also previously served as chief financial officer of Bracket Computing, a cloud computing company, and Host Analytics, Inc., a cloud-based enterprise performance management solutions company. She served as vice president of finance of IronPort Systems, an email and web security company (since acquired by Cisco Systems, Inc.), director of strategy and corporate development group of Hewlett-Packard Company, an information technology company, and as an associate at both McKinsey and Company and JPMorgan Chase and Company earlier in her career.
Since December 2025, Ms. Battles has served as a member of the board of directors and chair of the audit committee of ThredUp Inc., an online consignment and thrift store. Ms. Battles also currently serves as an independent board member and audit committee chair of Genesys Cloud Services, Inc., a software company, and Qumulo, Inc., an enterprise-grade unstructured data platform company. Ms. Battles holds a
Executive Officers & Compensation
B.S.E. in Operations Research / Systems Management from Princeton University and an M.B.A. from Harvard University.
Qualifications
We believe Ms. Battles possesses specific attributes that qualify her to serve as a member of our board of directors. Ms. Battles brings extensive experience leading financial reporting, audit and operations from her roles as a chief financial officer and finance leader for a number of companies, including Alpha Medical Group, Quora and Bracket Computing. She also has valuable experience as a board member of companies in the technology industry like ThredUp Inc. and Genesys Cloud Services, Inc.
Age: 54
Director Since: 2023 Committee(s):
N/A
Security Ownership
Experience
Other Matters
Mr. Duda is one of our founders and has served in various roles with us from 2004 to present. Mr. Duda has served as a member of our board of directors since December 2023. Since September 2025, Mr. Duda has served as our President. Since September 2011, Mr. Duda has served as our Chief Technology Officer and Senior Vice President of Software Engineering. From April 1999 to October 2004, Mr. Duda served as chief technology officer of There, Inc., a virtual worlds company. From September 1996 to April 1999, Mr. Duda was leading the software development of the switch kernel for the Gigabit System Business Unit with Cisco Systems, Inc. Mr. Duda holds a B.S. and an
M.S. in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology and a Ph.D. in Computer Science from Stanford University.
Qualifications
Appendices
We believe Mr. Duda possesses specific attributes that qualify him to serve as a member of our board of directors. Mr. Duda brings unparalleled insights as one of our founders, our President and Chief Technology Officer, and as a technological leader and innovator. He has extensive experience in the networking industry and unique operational insight and expertise that he has accumulated as one of our founders and as our President and Chief Technology Officer.
Age: 68
Director Since: 2013 Committee(s): Compensation (Chair)
Other Current Public Company Boards:
Pure Storage, Inc.
Zscaler, Inc.
Proxy Summary
Experience
Mr. Giancarlo has served as a member of our board of directors since April 2013.
Board and Corporate Governance
Mr. Giancarlo has been chief executive officer and a member of the board of directors of Pure Storage, Inc., a data storage solutions company, since August 2017, and Chairman of the board of directors of Pure Storage, Inc. since September 2018. From January 2008 to October 2015, Mr. Giancarlo served as a managing director of Silver Lake Partners, a private investment firm and served as a senior advisor to the firm until 2015. From May 1993 to December 2007, Mr. Giancarlo served in various positions with Cisco Systems, Inc., most recently as executive vice president and chief development officer. Mr. Giancarlo has also served on the board of directors of Zscaler, Inc., a cloud-based information security company, since November 2016. He previously served as a director of Accenture plc, from November 2008 to February 2019.
Mr. Giancarlo holds a B.S. in Electrical Engineering from Brown University, an M.S. in Electrical Engineering from the University of California at Berkeley and an M.B.A. from Harvard University.
Voting Proposals
Qualifications
Executive Officers & Compensation
We believe Mr. Giancarlo possesses specific attributes that qualify him to serve as a member of our board of directors. He has extensive experience as a venture capital investor from his time with Silver Lake Partners. He also has unparalleled industry insight due to his role at Pure Storage, Inc. Beyond those qualifications, Mr. Giancarlo brings business leadership, management, operations and oversight experience from his executive and board roles at companies in the technology industry.
Age: 63
Director Since: 2011 Committee(s):
Compensation
Nominating and Corporate Governance (Chair)
Lead independent director
Other Current Public Company Boards:
Zoom Video Communications, Inc.
SentinelOne, Inc.
Experience
Security Ownership
Mr. Scheinman has served as a member of our board of directors since October 2011. Since April 2011, Mr. Scheinman has been an angel investor. From January 1997 to April 2011, Mr. Scheinman served in various capacities with Cisco Systems, Inc., most recently as senior vice president, Cisco Media Solutions Group. Mr. Scheinman has served as a member of the board of directors of Zoom Video Communications, Inc., a cloud-based video communications company, since October 2011, where he is lead director, chair of the audit committee and a member of the compensation committee and SentinelOne, Inc., an autonomous AI endpoint security platform since September 2015, where he is lead independent director, chair of the nominating and corporate governance committee and a member of the compensation committee. He also currently serves on the board of directors of several private companies. Mr. Scheinman holds a B.A. in Politics from Brandeis University and a J.D. from the Duke University School of Law.
Other Matters
Qualifications
Appendices
We believe Mr. Scheinman possesses specific attributes that qualify him to serve as a member of our board of directors. He has extensive experience in investments and in the legal and technology industries from his time practicing law and with Cisco Systems, Inc. He also brings valuable board leadership experience from his public company board roles at Zoom Video Communications, Inc. and SentinelOne, Inc.
Age: 65
Director Since: 2008 Committee(s):
N/A
Other Current Public Company Boards:
Snowflake Inc.
Proxy Summary
Experience
Board and Corporate Governance
Ms. Ullal has served as our Chief Executive Officer and a member of our board of directors since October 2008 and as our Chairperson of the Board since December 2023. Ms. Ullal served as our President from October 2008 to September 2025. From September 1993 to May 2008, Ms. Ullal served in various positions at Cisco Systems, Inc., with her last position as senior vice president of data center, switching and services group. Prior to that, Ms. Ullal was a vice president of marketing at Crescendo Communications, Inc., Cisco's first acquisition in 1993. She has also held various product and engineering positions at Ungermann-Bass, a computer networking company, Advanced Micro Devices, Inc., a semiconductor company, and Fairchild Semiconductor, a semiconductor company. Ms. Ullal has served as a member of the board of directors of Snowflake Inc., a cloud-based data warehousing company since June 2020, where she currently serves as Chair of the Compensation Committee.
Voting Proposals
Alumni Award.
Ms. Ullal holds a B.S. in Engineering (Electrical) from San Francisco State University and an M.S. in Engineering Management from Santa Clara University. She is a 2013 recipient of the Santa Clara University School of Engineering Distinguished Engineering
Qualifications
Executive Officers & Compensation
We believe that Ms. Ullal possesses specific attributes that qualify her to serve as a member of our board of directors. Ms. Ullal has unparalleled operational insight and expertise that she has accumulated as our Chief Executive Officer. In addition, she has an extensive background in leadership and technology roles at several semiconductor and network technology companies before joining Arista, as well as board oversight experience as a member of Snowflake Inc.'s board of directors.
Age: 57
Director Since: 2022 Committee(s):
Audit
Nominating and Corporate Governance
Other Current Public Company Boards:
JFrog, Inc.
Rubrik, Inc.
Braze, Inc.
Experience
Security Ownership
Ms. Wassenaar has served as a member of our board of directors since July 2022. From January 2019 to May 2022, Ms. Wassenaar served as chief executive officer and member of the board of directors for Puppet, Inc., an information technology company. From June 2017 to May 2025, Ms. Wassenaar served as a member of the board of directors of Forrester Research, Inc., a research company, where she was a member of the audit committee from June 2017 to May 2024 and a member of the compensation committee from May 2024 to May 2025. From November 2019 to June 2022,
Other Matters
Ms. Wassenaar served as a member of the board of directors and audit committee of Anaplan, Inc., a cloud-based business planning software company. From June 2017 to September 2018, Ms. Wassenaar served as chief executive officer and member of the board of directors of Airware, Inc., an enterprise drone analytics company. From August 2014 to May 2017, Ms. Wassenaar served as chief information officer for New Relic Inc., an information technology company. Ms. Wassenaar has served as a member of the board of directors and audit committee of Braze, Inc., a marketing automation platform, since June 2024. Ms. Wassenaar has served as a member of the board of directors of JFrog, Inc., a software development company, since September 2022, where she is a member of the compensation committee and chair of the nomination and corporate governance committee. Ms. Wassenaar has served as a member of the board of directors and audit committee of Rubrik, Inc., a cloud data management company, since October 2021. She also currently serves on the board of directors of several private companies. Ms. Wassenaar holds a B.A. in Economics with a specialization in Computing from the University of California, Los Angeles, and an
M.B.A. from UCLA Anderson School of Business.
Appendices
Qualifications
We believe Ms. Wassenaar possesses specific attributes that qualify her to serve as a member of our board of directors. She has extensive executive experience leading software and technology companies at companies like Airware, Inc. and Puppet, Inc. In addition to her business leadership, management and operations experience, Ms. Wassenaar brings valuable oversight experience from her board roles at public and private companies in the technology industry.
Proxy Summary
Key Elements of Board Independence at Arista
Our board of directors' independence enables it to be objective and critical in carrying out its oversight responsibilities. Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent.
Board and Corporate Governance
Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has made the following determinations:
7/9 of the directors are independent: We are committed to maintaining a substantial majority of directors who are independent of the Company and management. Except for our employee directors, all directors are independent.
Voting Proposals
Committee independence: Only independent directors are members of board committees.
Executive sessions: Our independent directors meet in executive session at each board and Audit Committee meeting.
Lead independent director: Our lead independent director provides leadership to the board of directors and particularly to the independent directors.
Independent compensation consultant: The compensation consultant retained by the Compensation Committee is independent of the Company and management.
Executive Officers & Compensation
In making the determination that Mr. Giancarlo is independent, the board of directors considered the fact that Mr. Giancarlo is chief executive officer and a member of the board of directors of Pure Storage, Inc., and we sell products to and purchase products from Pure Storage, Inc. in the ordinary course of business. The board of directors determined that Mr. Giancarlo did not have a direct or indirect material interest in these transactions.
Furthermore, payments made to us by Pure Storage, Inc. pursuant to such transactions did not exceed the greater of $1 million or 2% of Pure Storage, Inc.'s consolidated gross revenues in any of the last three fiscal years. As a result, the board of directors concluded that these transactions would not affect Mr. Giancarlo's independence.
Security Ownership
In making the determination that Dr. Lavender is independent, the board of directors considered the Company's investment in Confidential Core AI, Inc. and the fact that Dr. Lavender is the co-founder of and currently serves as the Chief Technology Officer of Confidential Core AI, Inc. The board of directors determined that Dr. Lavender did not have a direct or indirect material interest in this transaction. Furthermore, payments made by us to Confidential Core AI, Inc. pursuant to such transaction did not exceed the greater of $1 million or 2% of Confidential Core AI, Inc.'s consolidated gross revenues in any of the last three fiscal years. As a result, the board of directors concluded that these transactions would not affect Dr. Lavender's independence.
Director Commitments
Other Matters
Our board of directors recognizes that all members of our board of directors should dedicate sufficient time and attention to fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to board duties, our board of directors considers, among other things, whether directors may be "overboarded," which refers to the situation where a director serves on an excessive number of boards. In addition, prior to recommending a candidate as a nominee for director, the Nominating and Corporate Governance Committee reviews the number of boards that the candidate serves on and considers whether those outside commitments may limit the ability of the candidate to devote sufficient time and attention to board duties.
Appendices
Our board of directors believes that each of our directors, including each of our director nominees, has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors.
Proxy Summary
Board Leadership Structure
Board and Corporate Governance
We believe that the structure of our board of directors and its committees provides strong overall management of our Company and supports the risk oversight function of the board of directors. Our current Chairperson, Jayshree Ullal, is not independent under the listing standards of the New York Stock Exchange ("NYSE") as a result of her role as our CEO. Our board of directors reviews this structure annually and believes that Ms. Ullal's service as our Chairperson is appropriate and is in the best interests of our board of directors, our Company and our stockholders.
Voting Proposals
Our CEO is responsible for setting the strategic direction of our Company, the general management and operation of the business and the guidance and oversight of senior management. The Chairperson of our board of directors monitors the content, quality and timeliness of information sent to our board of directors and is available for consultation with our board of directors regarding the oversight of our business affairs. Our business is highly complex, with rapidly evolving technology, significant research and development investment, and sophisticated and demanding customers. Ms. Ullal brings essential knowledge and perspective as our CEO since 2008. Therefore, our board of directors believes that Ms. Ullal's dual roles facilitate the flow of information and communications between the board of directors and management as well as promoting alignment of our strategic direction with the operation of our business.
As discussed in more detail below, our board of directors believes that the responsibilities of our lead independent director appropriately and effectively complement our combined chairperson and chief executive officer structure.
Executive Officers & Compensation
Lead Independent Director
Recognizing the importance of strong independent oversight, our board of directors has appointed Mr. Scheinman to serve as our lead independent director.
While the Chairperson directs the operations of the board of directors and is responsible for the overall management and effective functioning of the board of directors, the lead independent director provides leadership to the board of directors and particularly to the independent directors.
Security Ownership
The lead independent director communicates with the CEO, disseminates information to the rest of the board of directors in a timely manner, and raises issues with management on behalf of the outside directors when appropriate. In addition, the lead independent director's responsibilities include the following:
calling meetings of independent directors when necessary and appropriate;
being available, when appropriate, for consultation and direct communication with the Company's stockholders;
building a productive relationship between the board of directors and the CEO;
Board Structure
ensuring that the board of directors fulfills its oversight responsibilities in Company strategy, risk oversight and succession planning; and
Other Matters
performing such other duties as the board of directors may from time to time designate.
Appendices
Our board of directors is divided into three staggered classes of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. Each class of directors is elected for a three-year term.
Board and Corporate Governance
Proxy Summary
Our board of directors has reviewed this structure, in consultation with the Nominating and Corporate Governance Committee, and believes that it is in the best interests of our company and our stockholders. The structure of our board of directors encourages directors to focus on longer-term objectives, fosters long-term planning, supports the development of important institutional knowledge, strengthens working relationships and protects stockholder value. We operate in a rapidly scaling industry that is intertwined with evolving frontier technologies, which requires the longer-term perspective, institutional knowledge, and strong working relationships that our board structure facilitates. In addition, our board structure helps us recruit highly qualified directors who are willing to commit to our strategic vision.
Board of Directors Evaluation Process
Voting Proposals
Our board of directors seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. The Nominating and Corporate Governance Committee oversees this process, which is led by the chair of the committee. Our board of directors and committee evaluation process allows for annual assessment of our board of directors practices and the opportunity to identify areas for improvement.
The annual assessment includes an evaluation of:
Board structure and composition;
Board culture and relationship with management;
Information received by the board;
Executive Officers & Compensation
Quality of board meetings, board responsibilities and performance;
Current topics; and
Each committee of the Board.
Other Matters
Security Ownership
Appendices
The following is an overview of the board of directors evaluation process.
BOARD EVALUATION PROCESS
1
2
3
4
5
Evaluation process discussed at Nominating and Corporate Governance Committee meeting
Each board member assesses performance and effectiveness of the board of directors, and as applicable, the committees
Board members meet one-on-one with outside counsel to discuss their assessments and to provide feedback
Outside counsel shares feedback received with the General Counsel, Nominating and Corporate Governance Committee and the full board
The full board reviews and develops plans to take actions based on the results, as appropriate
HOW RESULTS ARE USED:
By the board of directors, to identify skills or expertise that may be used as criteria when the board of directors considers new board candidates
By the board of directors, to identify strengths and areas of opportunity of each board member and to provide insight into how each board member can be most valuable to Arista
By the board of directors, to improve their agenda topics so that the information they receive enables them to effectively address the issues they consider most critical
By the Nominating and Corporate Governance Committee, as part of its annual review of each director's performance when considering whether to nominate the director for re-election to the board of directors
Proxy Summary
Board of Directors Meetings and Committees
During our fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and
Board and Corporate Governance
the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.
As set out in our Corporate Governance Guidelines, we encourage but do not require our directors to attend the annual meeting of stockholders. All of our board members attended our 2025 annual meeting.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2025
Voting Proposals
4
Audit Committee
Board of Directors 6
Compensation Committee
meetings
4
4
Executive Officers & Compensation
Nominating and Corporate Governance Committee
Security Ownership
Our board of directors has three standing committees. Charters describing the responsibilities of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available in the Governance section of our website at http://investors.arista.com. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
AUDIT COMMITTEE NUMBER OF MEETINGS: 4
Other Matters
Appendices
Lewis Chew (Chair) Kelly Battles Greg Lavender(1) Yvonne Wassenaar
Dr. Lavender began serving on the Audit Committee upon his appointment as a director on March 14, 2025.
Proxy Summary
KEY RESPONSIBILITIES
Providing oversight of our accounting and financial reporting processes and the audit of our financial statements
Board and Corporate Governance
Assisting our board of directors in oversight of (i) the audit and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications, independence, and performance, (iv) our accounting and financial reporting process and internal controls, and (v) the organization and performance of our internal audit function
Providing to our board of directors such information and materials as it may deem necessary to make our board of directors aware of significant financial matters that require the attention of our board of directors
Preparing the report required by the SEC rules to be included in our proxy statement for the annual meeting of stockholders
Reviewing and discussing with management, including our internal audit function, if applicable, and our independent auditor guidelines and policies to identify, monitor, and address enterprises risks, including our investment policies
Voting Proposals
Reviewing and discussing with management the adequacy and monitoring of our compliance programs with respect to legal, ethical, and regulatory requirements, including our Code of Ethics and Business Conduct, compliance with anti-bribery and anti-corruption laws, and compliance with export laws
Reviewing periodic reports from management on our internal compliance policies and procedures
Reviewing and discussing with management our policies and practices relating to environmental and social responsibility matters
Executive Officers & Compensation
Reviewing and discussing with management risks to significant cybersecurity matters and concerns involving the Company, including information security, data privacy, backup of information systems and related regulatory matters and compliance
Reviewing the results of the independent audit and quarterly reviews, and the independent auditor's opinion on the audited financial statements
INDEPENDENCE/QUALIFICATIONS:
All committee members are independent under the NYSE listing standards and the heightened independence requirements applicable to Audit Committee members under SEC rules
Security Ownership
All current committee members are financially literate in accordance with NYSE listing standards. Mr. Chew, Ms. Battles and Ms. Wassenaar qualify as an "Audit Committee financial expert" under SEC rules and have accounting or related financial management expertise in accordance with NYSE listing standards
COMPENSATION COMMITTEE NUMBER OF MEETINGS: 4
Other Matters
Charles Giancarlo (Chair) Daniel Scheinman Mark B. Templeton
Appendices
KEY RESPONSIBILITIES:
Providing oversight of our compensation policies, plans, benefits programs, and overall compensation philosophy
Assisting our board of directors in discharging its responsibilities relating to (i) oversight of the compensation of our CEO, and other executive officers, and (ii) approving and evaluating our executive officer compensation plans, policies, and programs
Proxy Summary
Administering our equity compensation plans for our employees
Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, and other executive officers, evaluating performance in light thereof, and considering factors related to our performance, including accomplishment of our long-term business and financial goals
Board and Corporate Governance
Evaluating, at least annually, our compensation policies and practices with management to review the relationship between risk management policies and compensation and evaluating compensation policies and practices that could mitigate any such risk
Monitoring compliance with our stock ownership guidelines and recommending to our board of directors any changes to such guidelines
Monitoring compliance with our clawback policy and approving any changes to such policy
INDEPENDENCE/QUALIFICATIONS:
Voting Proposals
All committee members are independent under the NYSE listing standards and the independence requirements applicable to Compensation Committee members under NYSE rules and the heightened independence requirements under SEC rules
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE NUMBER OF MEETINGS: 4
Executive Officers & Compensation
Daniel Scheinman (Chair) Yvonne Wassenaar
Security Ownership
KEY RESPONSIBILITIES
Reviewing and making recommendations regarding corporate governance
Other Matters
Reviewing and making recommendations to our board of directors regarding the composition and size of our board of directors and determining the relevant criteria (including any minimum qualifications) for board membership, including issues of character, professional ethics and integrity, judgment, business acumen, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, an understanding of our business, an understanding of the responsibilities that are required of a member of our board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board of directors
Identifying, considering and recommending candidates to fill new positions or vacancies on our board of directors
Reviewing actual and potential conflicts of interest of our board of directors and corporate officers
Making recommendations for continuing education of our board of directors
Appendices
Leading the annual performance review of our board of directors, its committees and management
Reviewing succession planning for our executive officers
INDEPENDENCE/QUALIFICATIONS:
All committee members are independent under the NYSE listing standards and SEC rules
Proxy Summary
Compensation Committee Interlocks and Insider Participation
Board and Corporate Governance
None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or Compensation Committee.
Considerations in Evaluating Director Nominees
Voting Proposals
Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential director nominees and considers a broad range of backgrounds and experiences in making determinations regarding nominations of directors and in overseeing the annual board of directors and committee evaluations. In accordance with the Company's Corporate Governance Guidelines, in its evaluation of director candidates, including the members of the board of directors eligible for re-election, the Nominating and Corporate Governance Committee will consider: (a) the current size and composition of the board of directors; (b) the needs of the board of directors and the respective committees of the board of directors; (c) such factors as character, professional ethics and integrity, judgment, business acumen, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, an understanding of the Company's business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors; and
Executive Officers & Compensation
(d) other factors that the Nominating and Corporate Governance Committee may consider appropriate. The Nominating and Corporate Governance Committee shall also consider composition requirements imposed by applicable law. The Nominating and Corporate Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.
The Nominating and Corporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the board of directors: (a) the highest personal and professional ethics and integrity;
(b) proven achievement and competence in the nominee's field and the ability to exercise sound business judgment;
Security Ownership
(c) skills that are complementary to those of the existing board of directors; (d) the ability to assist and support management and make significant contributions to the Company's success; and (e) an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
5
Below is a graphic summarizing the process for our board of directors to identify and review director candidates to join our board of directors:
Other Matters
1
Input From directors, management and stockholders
Candidate Pool
2
with diverse qualifications and skills drawn from a broad array of organizations
In-Depth Review
3
by board of directors and Nominating
and Corporate Governance Committee including: skills, expertise, experience, and independence
The Nominating and Corporate Governance Committee Recommends Selected Candidates for Appointment
4
to our board of directors and our board of directors approves
4 New Director Nominees in the last five years
Appendices
Dr. Lavender, who was appointed to the board of directors by our other directors in March 2025, was initially suggested to the Nominating and Corporate Governance Committee for consideration as a potential director by our CEO. There is no arrangement or understanding between Dr. Lavender and any other persons pursuant to which he was selected as a director of Arista. In addition, Dr. Lavender does not have an interest in any transactions that would be reportable under Item 404(a) of Regulation S-K.
Proxy Summary
Stockholder Recommendations for Nominations to the Board of Directors
Board and Corporate Governance
The Nominating and Corporate Governance Committee will evaluate any recommendation for nominations to our board of directors in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. Under our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will consider candidates for our board of directors recommended by stockholders holding at least the minimum amount in market value of the Company's securities entitled to vote on the election of directors as set forth in applicable SEC rules and regulations prior to the date of the submission of the recommendation so long as such recommendations and nominations comply with the certificate of incorporation and bylaws of the Company and applicable laws, including SEC rules and regulations. In addition, we have adopted a "proxy access" procedure. Our proxy access bylaw allows a stockholder or a group of no more than 20 stockholders to include director nominees in our proxy materials for an
Voting Proposals
annual meeting of stockholders. More specifically, stockholders or groups of stockholders who have for at least three years maintained continuous ownership of at least 3% of our common stock may collectively include a number of director nominees not exceeding the greater of (A) two or (B) 20% of the number of directors in office. Such recommendations must include information about the candidate, including but not limited to, a statement of support by the recommending stockholder, evidence of the recommending stockholder's ownership of our common stock and certain written representations and undertakings as outlined in our amended and restated bylaws. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.
Executive Officers & Compensation
Any nomination should be sent in writing to our General Counsel or our Legal Department at Arista Networks, Inc., 5453 Great America Parkway, Santa Clara, California 95054. To be timely for our 2027 annual meeting of stockholders, our General Counsel or Legal Department must receive the nomination no earlier than January 31, 2027 and no later than March 2, 2027.
Stockholder Outreach
Security Ownership
Other Matters
We believe that effective corporate governance should include regular, constructive conversations with our stockholders and we believe that we have had an effective stockholder engagement program. The results of our 2025 advisory vote on say-on-pay impelled us to complement our commitment to robust stockholder engagement with additional stockholder outreach that focused on better understanding our stockholders' reasons for their 2025 say-on-pay votes. In 2025 and into 2026, members of our board of directors, senior management and investor relations participated in significant engagement with stockholders. We proactively contacted institutional stockholders representing over 40% of our outstanding shares. We met with stockholders who responded to our outreach and otherwise engaged in discussions with institutional stockholders representing approximately 45% of our outstanding shares. We sought and encouraged feedback from stockholders about our corporate governance practices, executive compensation and corporate responsibility programs, among other topics, with a particularly diligent focus on gathering and understanding stockholder feedback with respect to our executive compensation programs and related disclosures with the goal of taking specific actions to address the issues that contributed to the level of support for our 2025 advisory vote on say-on-pay, as discussed in more detail below in the section entitled "Response to 2025 Say-On-Pay." Our board of directors and its committees receive updates about our stockholder outreach and take the feedback of our stockholders under serious consideration and in some cases take specific actions to address that feedback. We believe that this open, ongoing and two-way dialogue with our stockholders strengthens our governance practices, enhances the accountability of our board of directors and supports effective, long-term oriented decision making.
Who Participates
Lead independent director
Other independent directors
Senior management
Appendices
Investor relations
How We Engage
One-on-one and group meetings in-person and virtually
Written and electronic communications
Conferences and other forums
Proxy Summary
YEAR-ROUND STOCKHOLDER OUTREACH AND ENGAGEMENT
Board and Corporate Governance
DELIBERATE, ASSESS AND PREPARE
Voting Proposals
OUTREACH AND ENGAGEMENT
Our board of directors and its committees assess and monitor investor sentiment, stockholder voting results, trends in governance, executive compensation matters and other topics of importance to our stockholders
Our board of directors discusses stockholder proposals (if any)
Our board of directors and management review recent regulatory developments and our governance policies and procedures
Our board of directors identifies and prioritizes potential topics for stockholder engagement
Every year we publish our Annual Report, Proxy Statement and Corporate Responsibility Report
Every quarter we publish an earnings release and host an earnings call where senior management is available to answer stockholder questions
Management engages with stockholders individually, as well as at conferences and other forums, to actively solicit input on a range of issues and better understand their votes
Management speaks with proxy advisory firms to discuss our programs and get updates about key focus areas for their clients
Management reports stockholder views to our board of directors
When appropriate, certain members of the board of directors engage in dialogue with stockholders
Security Ownership
EVALUATE FEEDBACK AND INPUT
Stockholder input informs our ongoing process of continuous improvement to governance, compensation and other practices
Executive Officers & Compensation
Our board of directors and management review voting results and stockholder input to identify topics and themes
Our management researches and evaluates any identified issues and concerns as needed
Other Matters
RESPOND AND IMPLEMENT
Our board of directors and management respond to stockholder input, as appropriate, with:
continued engagement;
rationales for our existing policies and practices; and
changes to our policies, practices, and disclosure
For more information about our responses to specific stockholder feedback since our last annual meeting, please see the section entitled "Response
to 2025 Say-On-Pay" below
Appendices
RESPONSE TO 2025 SAY-ON-PAY
Initial Stockholder Outreach
Following the filing of our proxy statement on April 16, 2025, and in advance of our 2025 annual meeting of stockholders, our board of directors and Compensation Committee conducted outreach to investors to discuss executive compensation and other matters of interest. We solicited feedback from 18 stockholders, collectively
Disclaimer
Arista Networks Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 16:51 UTC.