Board of Directors and Corporate Governance
TABLE OF CONTENTS
Executive Talent Management and Succession Planning
Our board of directors places a high priority on senior management development and succession planning and recognizes that thoughtful succession planning is critical to creating long-term shareholder value.
Pursuant to our Corporate Governance Guidelines, the nominatingNominating and corporate governance committee,Corporate Governance Committee, in consultation with the full board of directors, is primarily responsible for succession planning for the role of chief executive officer. In addition, the nominatingNominating and corporate governance committeeCorporate Governance Committee monitors management’s succession plans for other key executives.
The nominatingNominating and corporate governance committeeCorporate Governance Committee evaluates our key executives, discusses their development and develops succession plans with the view of ensuring that a strong pipeline of talent is being developed for planned or unplanned events. In addition, our lead independent director facilitates discussions among independent directors about succession planning at executive sessions.
The following table provides information regarding the total compensation that was granted toof each of our non-employeedirectors who was not serving as an executive officer in 2019.2021. Directors who are also our employees do not receive additional compensation for their service as directors. In particular, Jayshree Ullal, a named executive officer, and Andreas Bechtolsheim, an executive officer, did not receive additional compensation for their service as directors.
| Charles Giancarlo | | | 97,000 | | | 667,044 | | | — | | | 764,044 | |
| Ann Mather | | | 100,000 | | | 667,044 | | | — | | | 767,044 | |
| Daniel Scheinman | | | 130,750 | | | 667,044 | | | — | | | 797,794 | |
| Mark Templeton | | | 95,000 | | | — | | | — | | | 95,000 | |
| Nikos Theodosopoulos | | | 95,000 | | | — | | | — | | | 95,000 | |
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Director | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($) | | Total ($) | |
| | | | |
Kelly Battles | | | 85,000 | | | | 232,400 | | | — | | | 317,400 | |
| | | | |
Lewis Chew(3) | | | 42,500 | | | | 222,704 | | | — | | | 265,204 | |
| | | | |
Charles Giancarlo | | | 97,000 | | | | — | | | — | | | 97,000 | |
| | | | |
Ann Mather | | | 100,000 | | | | — | | | — | | | 100,000 | |
| | | | |
Daniel Scheinman | | | 142,000 | | | | — | | | — | | | 142,000 | |
| | | | |
Mark Templeton | | | 95,000 | | | | 232,400 | | | — | | | 327,400 | |
| | | | |
Nikos Theodosopoulos | | | 95,000 | | | | 232,400 | | | — | | | 327,400 | |
(1)
| The amountamounts reported representsrepresent the fees earned for service on our board of directors and committees of our board of directors for 2019.2021. |
(2)
| StockIn accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of restricted stock units granted to non-employee directors during 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for restricted stock units is measured based on the closing price of Arista’s common stock on the date of grant. Mr. Chew received an award of 2,460 restricted stock units on July 19, 2021, the effective date of his appointment to the board. Each of Ms. Battles and Messrs. Templeton and Theodosopoulos received an award of 2,776 restricted stock units on June 1, 2021. The number of shares subject to each of these restricted stock unit awards has been adjusted to directors elected at an annual meeting vest over a period of 3 years.reflect our four-for-one stock split that was effective November 11, 2021. |
(3) | Mr. Chew was appointed to our board of directors and the Audit Committee on July 19, 2021. The amounts reported represent the pro-rated cash retainer and equity grant earned for a partial year of service on our board of directors and the Audit Committee. |
Board of Directors and Corporate Governance
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2019:
| Charles Giancarlo | | | 7,194(2) | | | — | |
| Ann Mather | | | 2,194 | | | 13,844 | |
| Daniel Scheinman | | | 2,194 | | | 28,000 | |
| Mark Templeton | | | 873 | | | — | |
| Nikos Theodosopoulos | | | 873 | | | 22,500 | |
2021. | | | | | | | | |
| | |
Director | | Stock Awards (#)(1)(2) | | | Option Awards (#)(2) | |
| | |
Kelly Battles | | | 1,388 | | | | — | |
| | |
Lewis Chew | | | 1,228 | | | | — | |
| | |
Charles Giancarlo | | | 1,756 | | | | — | |
| | |
Ann Mather | | | 1,756 | | | | 1,668 | |
| | |
Daniel Scheinman | | | 1,756 | | | | — | |
| | |
Mark Templeton | | | 1,388 | | | | — | |
| | |
Nikos Theodosopoulos | | | 1,388 | | | | — | |
(1)
| Represents the number of restricted stock units unvested as of December 31, 2019.2021. |
(2)
| This number includes 5,000 shares of restrictedThe stock issued upon the early exercise ofand option awards have been adjusted to reflect our four-for-one stock optionssplit that remained unvested as of December 31, 2019, which are subject to a repurchase right held by us at their original exercise prices in the event Mr. Giancarlo’s service on our board is terminated.was effective November 11, 2021. |