Arista : 2024 Notice and Proxy Statement - 2023 Annual Report

2024

Notice & Proxy Statement

2023

Annual Report

DEAR ARISTA NETWORKS STOCKHOLDERS:

As we wrapped up another fantastic year in 2023, I was so proud of the team's execution across multiple dimensions. Simply put, we outpaced the industry in quality, support and innovation. We continue to set the direction for the future of networking, including the next era of AI, working intimately with our strategic customers. I am delighted to share Arista's 2023 milestones and innovations.

2023 MILESTONES:

• Revenue for our fiscal year 2023 was $5.86 billion, an increase of 33.8% compared to fiscal year 2022.
• Arista announced the next generation 7130 Series for ultra-low latency switching that accelerates 25G networking and addresses the need for 25G market data distribution and High-Frequency Trading (HFT) environments.
• Arista announced the expansion of its Zero Trust Networking Architecture that uses the underlying network infrastructure to break down security silos, streamline workflows and enable an integrated zero trust program. Through Arista developed technologies and alliances with key partners, Arista's approach uses the network to compensate for harder-to-implement zero trust controls across the domains of devices, workloads, identity, and data.
• Arista and the founding members of the Ultra Ethernet Consortium have set out on a mission to enhance the capabilities of Ethernet for AI and HPC through the arrival of Open AI Networking.
• Arista introduced AI-Driven Network Identity, a cloud-delivered,AI-driven network identity service for enterprise security and IT operations.
• Arista expanded its Cognitive Campus with the introduction of Arista CUE™ (Cognitive Unified Edge) to enable commercial customers to accelerate new services and technology innovations by consolidating multiple security and networking functions into an "edge as a service" cloud-managed solution.
• Arista introduced the Arista WAN Routing System which combines three new networking offerings: enterprise-class routing platforms, carrier/cloud-neutral internet transit capabilities, and CloudVision Pathfinder Service to simplify and improve customer wide area networks.
• Arista announced its range of products and solutions, along with perspectives on petascale era of cloud networking and the systems and optics required to meet the demands of new AI/ML-driven network architectures.
• Arista named a leader in the Forrester Wave: Network Analysis and Visibility which noted "Arista Networks' deployment flexibility is second to none."

We are pleased with Arista's continued innovation in bringing new and differentiated products to market, supporting our customers to meet the needs and business challenges of an increasingly data-centric and connected world.

I thank Arista stockholders, customers, partners and our employees for your continued support.

Jayshree Ullal

Chief Executive Officer and Chairperson

Arista Networks, Inc.

April 24, 2024

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:00 a.m. Pacific Time on Friday, June 7, 2024

Dear Stockholders of Arista Networks, Inc.:

The 2024 annual meeting of stockholders of Arista Networks, Inc. (the "Company"), a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"), will be held on Friday, June 7, 2024 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 www.virtualshareholdermeeting.com/ANET2024. 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 9, 2024 as the record date for the Annual Meeting. Only stockholders of record on April 9, 2024 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year's annual meeting as a stockholder, you must follow the instructions set forth on page 10 of the accompanying proxy statement.

On or about April 24, 2024, 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: 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, Chairperson and President

Santa Clara, California

April 24, 2024

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TABLE OF CONTENTS

2024 PROXY STATEMENT SUMMARY	1	Auditor Independence	36
			Audit Committee Policy on Pre-Approval of Audit and
CORPORATE RESPONSIBILITY	4
Permissible Non-Audit Services of Independent
			Registered Public Accounting Firm	36
QUESTIONS AND ANSWERS	10
Vote Required	36
BOARD OF DIRECTORS AND CORPORATE			PROPOSAL NO. 4 APPROVAL OF THE AMENDED,
GOVERNANCE	14	RESTATED AND EXTENDED 2014 EQUITY
			INCETIVE PLAN	37
Nominees for Director	18
Continuing Directors	19	Summary of the Restated Plan	39
Summary of U.S. Federal Income Tax Consequences	41
Key Elements of Board Independence at Arista	22
New Plan Benefit	44
Director Commitments	22	Vote Required	44
Board Leadership Structure	22	EXECUTIVE OFFICERS	46
Lead Independent Director	23
EXECUTIVE COMPENSATION	48
Board Evaluation Process	23
Board Meetings and Committees	24	Compensation Discussion and Analysis	48
Compensation Committee Interlocks and Insider			Overview	49
Participation	27	Effect of Most Recent Stockholder Advisory Vote on
Considerations in Evaluating Director Nominees	27	Executive Compensation	51
Stockholder Recommendations for Nominations to the			Executive Compensation Philosophy and Objectives	51
Board of Directors	28	Executive Compensation Program Components	54
Stockholder Outreach	29	Executive Officer Employment Arrangements	59
Communications with the Board of Directors	29	Fiscal 2023 Summary Compensation Table	62
Role of Board of Directors in Risk Oversight	29	Outstanding Equity Awards at 2023 Fiscal Year-End	63
Executive Talent Management and Succession Planning	31	Fiscal 2023 Grants of Plan-Based Awards	66
Director Compensation	31	Fiscal 2023 Option Exercises and Stock Vested	67
PROPOSAL NO. 1 ELECTION OF DIRECTORS	33	Pension Benefits	67
Nonqualified Deferred Compensation	67
Nominees	33	Potential Payments Upon Termination or Change in
Vote Required	33	Control	68
PROPOSAL NO. 2 ADVISORY VOTE ON			Risk Assessment and Compensation Practices	69
		Other Compensation Policies	69
EXECUTIVE COMPENSATION	34
			Tax and Accounting Considerations	69
Vote Required	34
			CEO Pay Ratio	70
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT	35	Pay Versus Performance	71
REGISTERED PUBLIC ACCOUTING FIRM	Equity Compensation Plan Information	76
Fees Paid to the Independent Registered Public
Accounting Firm	35	SECURITY OWNERSHIP OF CERTAIN
			BENEFICIAL OWNERS AND MANAGEMENT	77

2024 PROXY STATEMENT

i

RELATED PERSON TRANSACTIONS	80
Policies and Procedures for Related Person
Transactions	80
OTHER MATTERS	81
Householding	81
Stockholder Proposals	81
Availability of Bylaws	82
Fiscal Year 2023 Annual Report and SEC Filings	82

APPENDICES

Appendix A - 2014 Equity Incentive Plan	A
Appendix B - Reconciliation of GAAP to Non-GAAP
Financial Measures	B

ii

2024 PROXY STATEMENT SUMMARY

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 2024 annual meeting of stockholders of Arista Networks, Inc. (the "Company" or "Arista"), a Delaware corporation, 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, June 7, 2024 at 11:00 a.m. Pacific Time

VIRTUAL MEETING	RECORD DATE
www.virtualshareholdermeeting.com/ANET2024	April 9, 2024

YOUR VOTE IS IMPORTANT. We urge you to submit your vote via the Internet, telephone or mail.

Proposals and Board Recommendations

1

2

3

4

Proposal for your Vote: Page 33

Elect three Class I directors to serve until the 2027 annual meeting of stockholders

Board Voting Recommendation:

FOR the election of Kelly Battles, Kenneth Duda and Jayshree Ullal

Proposal for your Vote: Page 34

Advisory vote to approve named executive officer compensation

Board Voting Recommendation: FOR

Proposal for your Vote: Page 35

Ratification of Ernst & Young LLP as our independent registered public accounting firm

Board Voting Recommendation: FOR

Proposal for your Vote: Page 37

Approval of the Amended, Restated and Extended 2014 Equity Incentive Plan

Board Voting Recommendation: FOR

Director Nominees

Name and Occupation	Age	Director Since	Independent	Committees
Kelly Battles, Director	57	2020		Audit
Kenneth Duda, Director and	52	2023*
Chief Technology Officer
Jayshree Ullal, Chairperson &
Chief Executive Officer	63	2008

• Joined the Board of Directors effective as of December 1, 2023

2024 PROXY STATEMENT

1

Proxy Summary

Board and Corporate Governance

2023 Business Highlights

REVENUE	GAAP GROSS MARGIN
$5.86B	61.9%

Board of Directors Snapshot

Voting Proposals

Executive Officers & Compensation

Security Ownership

Other Matters

Appendices

2		2
75%	38%	3		50%
25%	4	4
INDEPENDENT	FEMALE	DIVERSE		<6 YR TENURE
6	5	6
6/8 of our directors are	3/8 of our directors	2/8 of our directors are		4/8 of our directors
independent	are women	from underrepresented		have served for less
		communities		than 6 years

2