8-KLeadership ChangesOther EventsExhibits & Filings

Arista Networks, Inc. 8-K Report, Executive Changes (Dec 1, 2023)

Filed December 1, 2023For Securities:ANET

Summary

Arista Networks, Inc. (ANET) announced significant leadership changes via an 8-K filing on December 1, 2023. The most notable development is the appointment of Chantelle Breithaupt as the new Senior Vice President, Chief Financial Officer (CFO), effective after the fiscal year-end 2023 Form 10-K filing. Ms. Breithaupt brings extensive experience from roles at Aspen Technology and Cisco Systems, including senior finance leadership positions. Her compensation package includes a substantial initial Restricted Stock Unit (RSU) grant valued at $10 million and a $2 million performance-based PSU grant, alongside a competitive base salary and bonus eligibility. In addition to the CFO transition, the filing details the departure of Andy Bechtolsheim from his roles as Chairman of the Board and Chief Development Officer, effective December 1, 2023. He will transition to a Chief Architect role, focusing on advanced technologies. Jayshree Ullal, current CEO and President, has been appointed Chairperson of the Board. Kenneth Duda, CTO, has been appointed to fill the vacancy on the Board of Directors. Hugh Holbrook has been promoted to Chief Development Officer. These executive and board-level adjustments signal a strategic realignment of leadership responsibilities within Arista Networks.

Key Highlights

  • 1Appointment of Chantelle Breithaupt as new Senior Vice President, Chief Financial Officer (CFO) after the fiscal year-end 2023 Form 10-K filing.
  • 2Ms. Breithaupt has a strong financial background, previously serving as CFO at Aspen Technology and holding multiple leadership roles at Cisco Systems.
  • 3Ms. Breithaupt's initial compensation includes a $10 million RSU grant vesting over four years and a $2 million PSU grant tied to performance.
  • 4Andy Bechtolsheim is stepping down as Chairman of the Board and Chief Development Officer, transitioning to a Chief Architect role.
  • 5Jayshree Ullal, CEO, has been appointed Chairperson of the Board.
  • 6Kenneth Duda, CTO, appointed to the Board of Directors.
  • 7Hugh Holbrook promoted to Chief Development Officer.

Frequently Asked Questions

Chantelle Breithaupt has been appointed as the new Senior Vice President, Chief Financial Officer (CFO). She is expected to formally assume the duties of principal financial officer and principal accounting officer immediately following the filing of Arista's Form 10-K for the fiscal year ending December 31, 2023. She will join the company on or about January 4, 2024.

Andy Bechtolsheim is resigning as Chairman of the Board and Chief Development Officer to take on a new role as Chief Architect. Jayshree Ullal, currently CEO, has been appointed Chairperson of the Board. Kenneth Duda, CTO, has been appointed to fill the vacancy on the Board of Directors. Hugh Holbrook has been promoted to Chief Development Officer.

Ms. Breithaupt will receive an annual base salary of $315,000, be eligible for the corporate bonus program, and receive a $50,000 relocation bonus. Additionally, she is set to receive a $10 million grant of Restricted Stock Units (RSUs) that vest over approximately four years and a $2 million grant of performance-based stock units (PSUs) covering four 1-year performance periods.

Ita Brennan, the current CFO, will transition to an advisory role following the filing of the fiscal year-end 10-K and plans to retire on March 1, 2024. Arista Networks will enter into a severance agreement with Ms. Breithaupt. This agreement provides for 12 months of base salary continuation and accelerated vesting of time-based equity awards if her employment is involuntarily terminated without cause or if she resigns for good reason. Enhanced equity acceleration applies if this occurs within 12 months following a change in control.