DEF 14A of Nutanix, Inc., Oct 23, 2023

DEF 14A of Nutanix, Inc.

Filed Oct 23, 2023 · FY20230001308179-23-001040

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Proposal 1: Election of Directors

    | | OUR BOARD RECOMMENDS A VOTE FOR MAX DE GROEN, STEVEN J. GOMO, AND MARK TEMPLETON AS CLASS I DIRECTORS. |

  3. Proposal 1: Election of Directors

    Our Board currently consists of nine members. Our directors are currently divided into three classes as follows:

  4. Proposal 1: Election of Directors

    | • | Class I directors: Max de Groen, Steven J. Gomo, and Mark Templeton, whose terms will expire at the Annual Meeting, unless re-elected. | | • | Class II directors: Craig Conway, Virginia Gambale, and Brian Stevens, whose terms will expire at the annual meeting of stockholders to be held after the end of the fiscal year ending July 31, 2024. | | • | Class III directors: David Humphrey, Rajiv Ramaswami, and Gayle Sheppard, whose terms will expire at the annual meeting of stockholders to be held after the end of the fiscal year ending July 31, 2025. |

  5. Proposal 1: Election of Directors

    Any additional directorships resulting from an increase 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 the directors. While our classified board structure may delay or prevent a change of our management or a change of control of our company, our classified board structure is being phased out starting with the Annual Meeting. Accordingly, the directors whose terms will expire at the Annual Meeting will stand for election to serve for a one-year term instead of a three-year term. Mr. de Groen, Mr. Gomo, and Mr. Templeton have each been nominated to continue to serve as Class I directors for a one-year term, and each of them has agreed to stand for re-election at the Annual Meeting. Our management has no reason to believe that Mr. de Groen, Mr. Gomo, and Mr. Templeton will be unable to serve as Class I directors. If elected at the Annual Meeting, Mr. de Groen, Mr. Gomo, and Mr. Templeton have each been nominated to continue to serve as Class I directors would each serve until the annual meeting of stockholders to be held after the end of fiscal year 2024 and until his successor has been duly elected, or if sooner, until his death, resignation or removal.

  6. Class I Nominees for Re-Election at the Annual Meeting

    Class I Nominees for Re-Election at the Annual Meeting

  7. Class I Nominees for Re-Election at the Annual Meeting

    | | Steven J. Gomo | | | | Age: 71 Director since: 2015 Independent Board Committees: • Audit (Chair) • Nominating and Corporate Governance | Other public boards during the past five years: • Enphase Energy, Inc. (since 2011) • Micron Technology, Inc. (since 2018) | | Professional background Mr. Gomo previously served as Executive Vice President, Finance and Chief Financial Officer of NetApp, Inc., a computer storage and data management company from October 2004 until December 2011, as well as Senior Vice President, Finance and Chief Financial Officer from August 2002 to September 2004. He has served as chair of the board and a director of Enphase Energy, Inc., a solar energy management device maker, since March 2011; and a member of the board of directors of Micron Technology, Inc., a developer and manufacturer of semiconductor memory products, since October 2018. Mr. Gomo also previously served on the board of directors of Solaria Corporation, a private provider of advanced solar energy products, from October 2019 until May 2023; NetSuite Inc., a business management software company, from March 2012 until it was acquired by Oracle Corporation in November 2016; and SanDisk Corporation, a flash memory storage solutions and software company, from December 2005 until the company was acquired by Western Digital Corporation in May 2016. Education B.S. in Business Administration from Oregon State University; M.B.A. from Santa Clara University. Key skills and experience Our Board believes that Mr. Gomo is qualified to serve as a member of our Board because of his substantial corporate governance, operational and financial expertise gained from holding various executive positions at publicly-traded technology companies and from serving on the board of directors of several public companies. | | |

  8. Class I Nominees for Re-Election at the Annual Meeting

    | | Max de Groen | | | | Age: 38 Director since: 2020 Independent Board Committees: • Audit • Compensation (Chair) | Other public boards during the past five years: • None | | Professional background Mr. de Groen joined Bain Capital in 2011 and is currently a managing director in the Technology Vertical at Bain. Prior to joining Bain Capital Private Equity, Mr. de Groen was a consultant at The Boston Consulting Group, where he consulted in healthcare, financial services, and technology practice areas. Mr. de Groen currently serves on the board of directors of several private companies. Education B.S. in Finance from the University of Minnesota; M.B.A. from Harvard Business School. Key skills and experience Our Board believes that Mr. de Groen is qualified to serve as a member of our Board because of his significant corporate finance and business expertise gained from his experience in the venture capital and IT industries, including his time spent serving on the boards of directors of technology companies. | | |

  9. Class I Nominees for Re-Election at the Annual Meeting

    | | Mark Templeton | | | | Age: 71 Director since: 2023 Independent Board Committees: • Compensation • Security and Privacy | Other public boards during the past five years: • Arista Networks, Inc. (since 2017) • Health Catalyst, Inc. (since 2020) • Equifax, Inc. (2008-2018) | | Professional background Mr. Templeton previously served as Chief Executive Officer of DigitalOcean, Inc., a cloud computing company, from June 2018 to August 2019. Prior to that, he was at Citrix Systems, Inc., a global provider of virtualization, mobility management, networking and software as service solutions, where he served as Chief Executive Officer from June 2001 to October 2015, President from January 1998 to October 2015, and Vice President, Marketing from June 1995 to January 1998. Mr. Templeton has served as a member of the board of directors of Health Catalyst, Inc., a provider of data and analytics technology and services to health care organizations, since July 2020 and Arista Networks, Inc., a cloud networking solutions company, since June 2017. He previously served as a member of the board of directors of Citrix Systems, Inc. from May 1998 to October 2015, 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 December 2015 to July 2018. He also currently serves on the board of directors of several private companies. Education B.A. in Industrial and Product design from North Carolina State University; M.B.A. from the Darden School of Business at the University of Virginia. Key skills and experience Our Board believes that Mr. Templeton is qualified to serve as a member of our Board because of his extensive and broad management experience, gained from his background as the chief executive officer of multiple technology companies and from serving on the board of directors of several public companies, including his strong domain knowledge of both cloud and datacenter infrastructure software. | | |

  10. Class II Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2024

    Class II Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2024

  11. Class II Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2024

    | | Craig Conway | | | | Age: 69 Director since: 2017 Independent Board Committees: • Compensation • Nominating and Corporate Governance | Other public boards during the past five years: • Salesforce, Inc. (since 2005) • Guidewire Software, Inc. (2010-2019) | | Professional background Mr. Conway previously served as President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company, from 1999 to 2004. Mr. Conway also served as President and Chief Executive Officer of One Touch Systems from 1996 to 1999 and TGV Software from 1993 to 1996. Prior to that, Mr. Conway held executive management positions at a variety of leading technology companies, including Executive Vice President at Oracle Corporation. Mr. Conway has served as a member of the board of directors of Salesforce, Inc. (formerly known as salesforce.com, inc.), a cloud-based customer relationship management company, since October 2005. Mr. Conway previously served as a director of Advanced Micro Devices, Inc., a semiconductor company, from September 2009 until May 2013, and Guidewire Software, Inc., a provider of software products to insurance companies, from December 2010 until January 2019. Education B.S. in Computer Science and Mathematics, the State University of New York at Brockport. Key skills and experience Our Board believes that Mr. Conway is qualified to serve as a member of our Board because of his extensive and broad management experience, gained from his background as the chief executive officer of multiple technology companies and from serving on the board of directors of several public companies. | | |

  12. Class II Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2024

    | | Virginia Gambale | | | | Age: 64 Director since: 2020 Independent Chair of the Board since June 2021 Board Committees: • Audit • Nominating and Corporate Governance (Chair) | Other public boards during the past five years: • EVERTEC, Inc. (since 2023) • Jamf Holding Corp. (since 2021) • Virtu Financial, Inc. (since 2020) • FD Technologies plc (since 2015) • Regis Corporation (2018-2021) • JetBlue Airways Corporation (2006-2021) | | Professional background Ms. Gambale is Managing Partner of Azimuth Partners LLC, a technology advisory firm facilitating the growth and adoption of emerging technologies for financial services, consumer and technology companies. Prior to founding Azimuth Partners in 2003, Ms. Gambale held senior management positions at Merrill Lynch, Bankers Trust, Deutsche Bank and Marsh & McLennan. She was also the Head of Deutsche Bank Strategic Ventures, and subsequently a General Partner at Deutsche Bank Capital and ABS Ventures. Ms. Gambale currently serves on the boards of directors of: EVERTEC, Inc., a provider of merchant acquiring, payment services and business process management services, since May 2023; FD Technologies plc (formerly known as First Derivatives plc), a provider of software and consulting services, since March 2015; Virtu Financial, Inc., a financial services company, since January 2020; and Jamf Holding Corp., a provider of a management and security solution for an Apple-first environment, since May 2021. Ms. Gambale also currently serves on the board of directors of several private companies. She also previously served on numerous international public and private boards, including Core BTS, Regis Corporation, JetBlue Airways, Piper Jaffray, Workbrain, Synchronoss Technologies, IQ Financial, and Avellino Lab USA, Inc. Education B.S. in Mathematics and Computer Science from the New York Institute of Technology. Key skills and experience Our Board believes Ms. Gambale is qualified to serve as a member of our Board because of her extensive prior experience in senior leadership positions in finance and technology, as well as her time spent serving on the boards of numerous public and private companies. | | |

  13. Class II Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2024

    | | Brian Stevens | | | | Age: 60 Director since: 2019 Independent Board Committees: • Compensation • Security and Privacy (Chair) | Other public boards during the past five years: • Genpact Limited (since 2020) | | Professional background Mr. Stevens has served as Chief Executive Officer of Neuralmagic, Inc., a private machine learning company, since March 2021, and as its Executive Chairman from July 2019 until March 2021. Mr. Stevens has also served as a member of the board of directors of Genpact Limited, an IT services company, since May 2020. He previously served as Chief Technology Officer from April 2017 to May 2019 and as Vice President of Product from September 2014 to May 2019 of Google Cloud, where he was responsible for leading the technology vision for Google’s public cloud offering. Prior to Google, from November 2001 until September 2014, Mr. Stevens served in various positions at Red Hat, Inc., an open source solutions company, including as Chief Technology Officer and Executive Vice President of Worldwide Engineering from September 2013 until September 2014. Mr. Stevens has also served on various boards in the past, including the American Red Cross, IEEE, Pentaho, Data Gravity, and the Open Stack Foundation. Education B.S. in Computer Science from the University of New Hampshire; M.S. in Computer Systems from Rensselaer Polytechnic Institute. Key skills and experience Our Board believes Mr. Stevens is qualified to serve as a member of our Board because of his extensive business experience and expertise in our industry, gained from his substantial leadership roles as well as his time spent serving on the boards of other technology companies. | | |

  14. Class III Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2025

    Class III Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2025

  15. Class III Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2025

    | | David Humphrey | | | | Age: 46 Director since: 2020 Independent Board Committees: • Nominating and Corporate Governance • Security and Privacy | Other public boards during the past five years: • NortonLifeLock Inc. (2016-2021) • Genpact Limited (2012-2019) | | Professional background Mr. Humphrey is currently a managing director in the Technology, Media and Telecommunications Vertical and Co-Head of Bain Capital’s North America Private Equity businesses. Prior to joining Bain Capital Private Equity, Mr. Humphrey was an investment banker in the mergers and acquisitions group at Lehman Brothers where he advised companies on mergers and acquisitions across a range of industries. Mr. Humphrey previously served as a member of the boards of directors of NortonLifeLock Inc. (formerly known as Symantec Corporation), a cybersecurity software and services company, from August 2016 until January 2021, Genpact Limited, an IT services company, from October 2012 to November 2019, and Bright Horizons Family Solutions Inc., a child-care services company, from May 2008 to June 2017. Mr. Humphrey currently also serves on the board of directors of several private companies. Education B.A. in Economics from Harvard College; M.B.A. from Harvard Business School. Key skills and experience Our Board believes that Mr. Humphrey is qualified to serve as a member of our Board because of his significant corporate finance and business expertise gained from his experience in the venture capital and IT industries, including his time spent serving on the boards of directors of various technology companies. | | |

  16. Class III Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2025

    | | Rajiv Ramaswami | | | | Age: 57 Director since: 2020 President and CEO Board Committees: • None | Other public boards during the past five years: • NeoPhotonics Corporation (2014-2022) | | Professional background Mr. Ramaswami has served as our President and Chief Executive Officer since December 2020. A seasoned technology industry executive, Mr. Ramaswami has more than 30 years of experience spanning software, cloud services, and network infrastructure. He brings to our company a proven track record of building and scaling enterprises and teams, having a strong customer-centric approach, operational execution and developing innovative products and solutions to drive growth and value creation. Prior to joining Nutanix, Mr. Ramaswami served as Chief Operating Officer of Products and Cloud Services at VMware from October 2016 until December 2020. From April 2016 to October 2016, Mr. Ramaswami led VMware’s Networking and Security business as Executive Vice President and General Manager. Mr. Ramaswami served as Executive Vice President and General Manager, Infrastructure and Networking at Broadcom from February 2010 to January 2016, where he established Broadcom as a leader in data center, enterprise, and carrier networking. Prior to Broadcom, he served in multiple General Manager roles at Cisco across switching, data center, storage and optical networking business units. Earlier in his career, he held various leadership positions at Nortel, Tellabs, and IBM. Mr. Ramaswami also served as a member of the board of directors of NeoPhotonics Corporation, a manufacturer of telecommunications circuits, from March 2014 to August 2022. Mr. Ramaswami is an Institute of Electrical and Electronics Engineers Fellow and holds 36 patents, primarily in optical networking. Education B.Tech. in Electrical Engineering from the Indian Institute of Technology, Madras; M.S. and Ph.D. in Electrical Engineering from the University of California, Berkeley. Key skills and experience Our Board believes that Mr. Ramaswami’s extensive business experience and expertise in the technology industry, gained from his executive leadership roles at other technology companies, as well as the perspective and experience that Mr. Ramaswami brings as our President and Chief Executive Officer, uniquely qualify him to serve on our Board. | | |

  17. Class III Directors Continuing in Office Until the Annual Meeting of Stockholders After the End of the Fiscal Year Ending July 31, 2025

    | | Gayle Sheppard | | | | Age: 69 Director since: 2022 Independent Board Committees: • Audit • Security and Privacy | Other public boards during the past five years: • Envista Holdings Corporation (2020-2021) | | Professional background Ms. Sheppard previously served as Chief Executive Officer of Bright Machines, Inc., a software-defined factory automation company. Ms. Sheppard also previously served as Corporate Vice President and Chief Technology Officer for Microsoft Asia where she was responsible for establishing the vision, strategy and execution programs for customer and partner co-innovation and digital transformation. Prior to that, Ms. Sheppard served as the Head of Global Expansion and Digital Transformation for Microsoft Cloud and AI, where she was responsible for the vision, strategy, and long-range P&L for growing Microsoft’s global Cloud Services and working with customers who are implementing multiyear digital innovation and modernization strategies and as the Corporate Vice President of Azure Data at Microsoft. Earlier in her career, she served as Vice President and General Manager of the Saffron AI/ML Division, Intel Corporation, and held various leadership positions at Saffron Technology, Inc., Ketera Technologies, Inc., and J.D. Edwards, Inc. She has founded, created, or contributed to start-up and Fortune 100 companies focused on Artificial Intelligence platforms, solutions in business and consumer markets, and digitization of business in a wide variety of industries. Ms. Sheppard previously served as a member of the board of directors of Envista Holdings Corporation, a medical technology holding company, from July 2020 until November 2021. Education B.S. in Business Administration from University of South Florida. Key skills and experience Our Board believes that Ms. Sheppard is qualified to serve as a member of our Board based on her extensive global business experience and deep technology expertise. | | |

  18. Director Compensation

    Director Compensation

  19. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Members of our Board who are not employees or officers of our company (“non-employee directors”) receive compensation for their service. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our outside director compensation policy annually. At the direction of the Compensation Committee, Compensia, Inc. (“Compensia”), a nationally recognized compensation consulting firm, annually analyzes the competitive position of our outside director compensation policy against the peer group used for executive compensation purposes. For a more detailed description of the role of Compensia, the Compensation Committee’s independent compensation consultant, please refer to the section titled “Executive Compensation – Compensation Discussion and Analysis – Compensation-Setting Process – Role of Compensation Consultant.” Under our amended and restated outside director compensation policy, each non-employee director is entitled to receive (i) an annual RSU award on the date of each annual meeting of stockholders with a total dollar value of $250,000 for the director’s service as a board member (pro-rated for directors who first become a non-employee director other than at an annual meeting) that will vest on the earlier to occur of the day prior to the next occurring annual meeting or the one-year anniversary of the date of grant, subject to continued service, and (ii) annual cash retainers, payable quarterly in arrears, for the director’s service as follows:

  20. Non-Employee Director Compensation Policy

    | Annual RSU Award | | | | Board Member | | $250,000 | | Annual Cash Retainer | | | | Board Member | | $50,000 | | Additional Annual Cash Retainers | | | | Board Chair | | $107,500(1) | | Lead Independent Director | | $47,500 | | Additional Annual Cash Retainers for Committee Service | Chair | Member | | Audit Committee | $30,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating and Corporate Governance Committee | $15,000 | $7,500 | | Security and Privacy Committee | $15,000 | $7,500 |

  21. Non-Employee Director Compensation Policy

    | (1) The additional annual cash retainer for service as Board Chair was increased from $87,500 to $107,500 in September 2022. |

  22. Non-Employee Director Compensation Policy

    Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their reasonable travel expenses incurred in attending board and committee meetings. Our 2016 Equity Incentive Plan provides that, in any fiscal year, none of our non-employee directors may be granted cash-settled awards with a grant date fair value of more than $750,000 (or, in connection with a director’s initial service, $1.5 million) or stock-settled awards with a grant date fair value of more than $750,000 (or, in connection with a director’s initial service, $1.5 million).

  23. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table The following table provides information for all compensation awarded to, earned by or paid to each person who served as a non-employee director for all, or a portion of the fiscal year ended July 31, 2023, or a portion thereof. Mr. Ramaswami, our President and CEO, did not receive compensation for his service as a director. The compensation received by Mr. Ramaswami as an employee is shown in “Executive Compensation – Executive Compensation Tables – Fiscal Year 2023 Summary Compensation Table.”

  24. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Craig Conway | 66,616 | 271,920 | — | — | — | — | 338,536 | | Max de Groen | 81,336 | 271,920 | — | — | — | — | 353,256 | | Virginia Gambale | 182,089 | 271,920 | — | — | — | — | 454,009 | | Steven J. Gomo | 87,740 | 271,920 | — | — | — | — | 359,660 | | David Humphrey | 64,359 | 271,920 | — | — | — | — | 336,279 | | Gayle Sheppard | 67,500 | 271,920 | — | — | — | — | 339,420 | | Brian Stevens | 74,096 | 271,920 | — | — | — | — | 346,016 | | Mark Templeton(2) | 1,096 | 101,636 | — | — | — | — | 102,732 |

  25. Fiscal Year 2023 Director Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted, as computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2023 filed with the SEC on September 21, 2023. These amounts do not necessarily reflect the actual economic value that may ultimately be realized by the director. | | (2) Mr. Templeton was appointed to our Board on July 24, 2023 and received a prorated annual RSU grant under our amended and restated outside director compensation policy. |

  26. Fiscal Year 2023 Financial and Performance Highlights

    | (1) See Appendix A for details on how we define ACV billings and annual recurring revenue, why we monitor these performance measures, and limitations on their use. There is no GAAP measure that is comparable to ACV billings or annual recurring revenue, so we have not reconciled the ACV billings or annual recurring revenue data included herein to any GAAP measure. | | (2) Free cash flow is a non-GAAP financial measure. See Appendix A for details on how we define free cash flow, why we monitor this measure, and limitations on its use as well as a reconciliation of free cash flow to net cash provided by operating activities, which is the GAAP measure most comparable to free cash flow. |

  27. Executive Compensation Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Emphasize performance-based compensation with a balance between short-term and long-term incentives | | No retirement or pension-type plans other than the standard 401(k) plan offered to all employees | | | Maintain a 100% independent compensation committee | | No perquisites or personal benefits, other than standard benefits typically received by other employees | | | Engage an independent compensation consultant to advise the Compensation Committee | | No tax gross-ups for change of control payments and benefits | | | Review (at least annually) executive compensation strategy, potential risks, and compensation practices/levels of our selected compensation peer companies | | No short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our common stock | | | Align our compensation program with the interests of our stockholders through a focus on equity-based awards for executives and directors | | No strict benchmarking of compensation to a specific percentile of our compensation peer group |

  28. Executive Compensation Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Emphasize performance-based restricted stock unit (“PRSU”) awards over a multi-year performance period as a key component of our executive officers’ compensation | | No “single-trigger” payments or equity acceleration upon a change of control | | | Place our executive officers in the same broad-based company health and welfare benefits programs as other full-time salaried employees | | No guaranteed salary increases, annual incentive awards, or long-term incentive awards | | | Maintain robust director stock ownership guidelines | | | | | Hold an annual advisory say-on-pay vote on named executive officer compensation | | |

  29. Incentivizing Growth Against Strategic Objectives and Expanding Market Share

    | • | We have structured our executive compensation program to align with our strategy by adopting a mix of short-term and long-term incentives, which we believe will motivate our executive officers to execute against our short-term and long-term goals. |

  30. Aligning Executive and Stockholder Value

    | • | Our executive compensation program combines short-term and long-term components, including base salary, annual incentives, and long-term equity-based awards. | | • | We firmly believe our executive officers should share in the ownership of our company. Therefore, equity compensation represents the substantial majority of our executive compensation packages, which we believe best aligns the interests of our executives with those of our stockholders. |

  31. Components of our Executive Compensation Program

    | • | base salary; | | • | annual incentive opportunities targeted as a percentage of base salary and paid based on actual results; and | | • | long-term incentive compensation in the form of equity awards. |

  32. Components of our Executive Compensation Program

    We also provide our executive officers with severance and change of control-related protections, comprehensive employee benefit programs, such as medical, dental, and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan, and other plans and programs generally made available to other full-time salaried employees. We believe these components provide a compensation package that attracts and retains qualified individuals, links individual compensation opportunities to both individual and company performance, focuses the efforts of our named executive officers and other executive officers on the achievement of both our short-term and long-term objectives and aligns the interests of our executive officers with those of our stockholders. Further, our executive compensation program encourages a long-term focus by placing a heavy emphasis on equity awards, the value of which depends on our stock price performance and our ability to execute against our long-term objectives.

  33. Base Salaries

    Base Salaries We pay base salaries to our executive officers, including our named executive officers, to compensate them for services rendered during the year and provide predictable income. Generally, we establish the initial base salaries of our executive officers at the time we hire the individual executive officer, based on a consideration of the executive officer’s experience, skills, knowledge, and scope of responsibilities, as well as benchmarking against our compensation peer group. In addition, the competition in the market from which we recruit plays a role in setting salary levels due to the difficulty in recruiting candidates with the level of talent and experience we believe are necessary for us to execute on our business and growth plans. We do not apply specific formulas to determine changes in salaries. Our executive officers’ salaries are reviewed on an annual basis by our CEO and the Compensation Committee (other than the CEO’s salary, which is reviewed and determined solely by the Compensation Committee) and may be adjusted based on a number of factors, including relevant market data, individual experience and performance, and internal equity.

  34. Target and Actual Annual Incentive Compensation

    Target and Actual Annual Incentive Compensation For fiscal year 2023, each of our named executive officers participated in our Executive Incentive Compensation Plan. The Executive Incentive Compensation Plan allows the Compensation Committee to establish incentive awards, generally payable in cash, for employees selected by the Compensation Committee, including our named executive officers. Under the Executive Incentive Compensation Plan, the Compensation Committee determines the performance goals, if any, applicable to any award or portion of an award and may choose the performance goals from a wide range of possible metrics as set forth in the Executive Incentive Compensation Plan. The performance goals may differ from participant to participant and from year to year. Each year, the Compensation Committee determines the terms and conditions for our Executive Incentive Compensation Plan for the year. For fiscal year 2023, the Compensation Committee adopted and approved target annual incentive amounts for each of our named executive officers, as well as the terms and conditions for fiscal year 2023. Prior to fiscal year 2023, the Executive Incentive Compensation Plan included two discrete 6-month performance periods. Fiscal year 2023 was the first year for which our executive officers’ incentive compensation under the Executive Incentive Compensation Plan was earned based on full-year performance.

  35. Fiscal Year 2023 Target Annual Incentive Opportunities

    Fiscal Year 2023 Target Annual Incentive Opportunities The Compensation Committee designed the fiscal year 2023 Executive Incentive Compensation Plan to align with key performance measures that it believes to be appropriate indicators of our company’s success and reflective of a subscription-based business model. In August 2022, following its review of a market analysis prepared by Compensia, the Compensation Committee determined the target annual incentive opportunities for each of Messrs. Ramaswami, Sangster, and Wall, and Ms. Sivaraman as part of its annual compensation review for our executive officers. Ms. Sivaraman’s target annual incentive opportunity was increased from 70% to 75% for fiscal year 2023 to generally align with other officers at her level and based on the market data for comparable positions among peer group companies. The target annual incentive opportunities established under the fiscal year 2023 Executive Incentive Compensation Plan for our named executive officers were as follows:

  36. Fiscal Year 2023 Target Annual Incentive Opportunities

    | Named Executive Officer | FY2023 Annual Incentive Target ($) | Annual Incentive Target (as % of Base Salary) | Change From Fiscal Year 2022 | | Rajiv Ramaswami | 800,000 | 100% | 0% | | Rukmini Sivaraman | 337,500 | 75% | +5% | | David Sangster | 356,250 | 75% | 0% | | Tyler Wall | 356,250 | 75% | 0% |

  37. Fiscal Year 2023 Executive Incentive Compensation Plan

    | • | We transitioned from two discrete performance measurement periods to one performance period covering the entirety of fiscal year 2023. The Compensation Committee approved annual performance goals as detailed below. | | • | Annual Recurring Revenue (“ARR”) was selected as the performance metric to reflect our topline growth during our transition to a subscription model. ARR is a more widely recognized measure among our compensation peer companies and other subscription-based software companies, and we believe appropriately reflects the trajectory of our topline growth. | | • | We eliminated the use of a gating threshold for achievement of any payout under the plan. However, each fiscal year 2023 performance metric has a threshold level of performance below which no payout is earned for that individual metric. The Committee believes this change recognizes the relative importance of the performance measures and aligns more closely with market-based annual incentive design practices. | | • | We increased the weighting of the expense performance metric as we strove to drive profitable growth to create value for our stockholders. |

  38. Fiscal Year 2023 Executive Incentive Compensation Plan

    | Performance Metric | Weighting | Plan Targets | Payout % | | ARR | | Less than 90% of Target | 0% | | | | Between 90% and 100% of Target | Between 0% and 100% | | | | 100% of Target | 100% | | | | Between 100% and 110% of Target | Between 100% and 200% | | | | 110% or More of Target | 200% | | Non-GAAP operating expenses excluding commissions | | 104% or More of Target | 0% | | | | Between 100% and 104% of Target | Between 00% and 100% | | | | 100% of Target | 100% | | | | Between 96% and 100% of Target | Between 100% and 200% | | | | Less than 96% of Target | 200% | | Employee engagement | | Less than 73% | 0% | | | | Between 73% and 77% | Between 0% and 100% | | | | 77% | 100% | | | | Between 77% and 81% | Between 100% and 200% | | | | 81% or More | 200% |

  39. Fiscal Year 2023 Executive Incentive Compensation Plan

    Potential payouts under the fiscal year 2023 Executive Incentive Compensation Plan ranged between 0% to 200%, depending on the level of achievement against performance objectives. Actual incentive awards were paid in a lump sum during the first quarter of fiscal year 2024. Actual Incentive award amounts under the fiscal year 2023 Executive Incentive Compensation Plan were calculated as the sum of the weighted payout percentage for each performance metric multiplied by the target annual opportunity in effect for each named executive officer. The specific targets for ARR and non-GAAP operating expenses excluding commissions were derived from our internal annual operating plan, which is not publicly disclosed for competitive reasons. Any achievement of the plan targets between the low and high end of the target range would correlate to a lower or higher payout percentage between 0% and 200%. For the fiscal year 2023 Executive Incentive Compensation Plan, each performance measure is discrete in contributing to the overall payout – there was no requirement to achieve a certain level of performance with respect to an individual metric to achieve an overall payout. With respect to each performance metric, the target achievement level was set at a level that the Compensation Committee believed was rigorous, would require stretch performance, and would drive stockholder value creation. The target achievement levels were not certain to be met at the time they were determined, and the payout curves require substantial outperformance of each performance metric to receive significantly above the 100% payout percentage (capped at 200%) for the metric.

  40. Fiscal Year 2023 Executive Incentive Compensation Plan Payouts

    Fiscal Year 2023 Executive Incentive Compensation Plan Payouts The achievement of each performance metric under the fiscal year 2023 Executive Incentive Compensation Plan was as follows:

  41. Fiscal Year 2023 Executive Incentive Compensation Plan Payouts

    | Performance Metric | Achievement | Payout% | Weighting | Weighted Total | | ARR | 99.9% of Target | 99.4% | 60% | 59.6% | | Non-GAAP operating expenses excluding commissions(1) | 98.7% of Target | 131.3% | 30% | 39.4% | | Employee engagement | 78.0% | 125.0% | 10% | 12.5% | | | TOTAL WEIGHTED ACHIEVEMENT PERCENTAGE: | | | 111.5% |

  42. Fiscal Year 2023 Executive Incentive Compensation Plan Payouts

    | (1) For Non-GAAP operating expenses excluding commissions, achievement below target (lower expenses) translates to a payout above target. |

  43. Fiscal Year 2023 Executive Incentive Compensation Plan Payouts

    The Compensation Committee did not modify the calculated payout for any named executive officer. The aggregate payouts received by each named executive officer under the fiscal year 2023 Executive Incentive Compensation Plan were:

  44. Fiscal Year 2023 Executive Incentive Compensation Plan Payouts

    | Named Executive Officer | FY2023 Incentive Target ($) | FY2023 Incentive Payout ($) | | Rajiv Ramaswami | 800,000 | 892,000 | | Rukmini Sivaraman | 337,500 | 376,313 | | David Sangster | 356,250 | 397,219 | | Tyler Wall | 356,250 | 397,219 |

  45. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation Our corporate culture encourages our named executive officers to focus on the company’s long-term strategy. In keeping with this culture, our executive compensation program places a heavy emphasis on equity awards, the value of which depends on our stock price performance, to promote long-term performance. These equity awards include both time-based RSU awards and performance-based PRSU awards. Time-based RSU awards offer our named executive officers predictable value delivery while aligning their interests with the long-term interests of our stockholders. We believe PRSU awards directly link a significant portion of the named executive officer’s target total direct compensation to our performance based on the returns we deliver for our stockholders relative to those of other companies in the Nasdaq Composite Index. As discussed under “Fiscal Year 2023 Equity Awards” below, the Compensation Committee continued the use of performance-based awards (originally implemented in fiscal year 2022) as a standard component of fiscal year 2023 annual equity awards to our executive officers, including our named executive officers. The Compensation Committee, in consultation with our CEO (other than with respect to himself) and its compensation consultant, Compensia, determines the size, mix, material terms and, in the case of PRSU awards, performance metrics of the equity awards granted to our named executive officers, taking into account a number of factors as described in the section titled “Executive Compensation – Compensation Discussion and Analysis – Compensation-Setting Process.”

  46. Fiscal Year 2023 Equity Awards

    Fiscal Year 2023 Equity Awards The Compensation Committee continued to align pay and performance and tie the interests of our executive officers with the interests of our stockholders by using PRSUs as a standard component of the equity awards granted to our executive officers. PRSUs comprise 50% of each executive officer’s target award value. PRSU awards are based on our total shareholder return (“TSR”) relative to the total shareholder return of companies in the Nasdaq Composite Index over three years with interim measurements after one year and two years. To mitigate the influence of interim fluctuations in performance during the first two measurement periods, the achievement percentage is capped at 100% for the first two measurement periods. The Compensation Committee believes relative total shareholder return is a straightforward and objective metric for evaluating our company’s performance against the performance of other companies and further aligns pay with performance and the interests of our executive officers with the experience and interests of our stockholders by promoting the creation of sustainable long-term value. The Compensation Committee considers many factors in determining the value of the annual equity awards made to our named executive officers, including, but not limited to: competitive total compensation levels (cash and equity) among peer companies for comparable roles, individual performance, the retention value of current unvested equity holdings of each executive officer, and projected contribution towards the achievement of our short- and long-term goals. The equity awards granted to our named executive officers in August 2022 subject to our 2016 Equity Incentive Plan were as follows:

  47. Fiscal Year 2023 Equity Awards

    | Named Executive Officer | Total Target Award Value(1) ($) | Time-Based RSU Awards (number of units) | PRSU Awards (target number of units) | | Rajiv Ramaswami | 9,575,000 | 275,302 | 275,302 | | Rukmini Sivaraman | 3,000,000 | 100,000 | 100,000 | | David Sangster | 3,000,000 | 100,000 | 100,000 | | Tyler Wall | 2,700,000 | 90,000 | 90,000 |

  48. Fiscal Year 2023 Equity Awards

    | (1) The target award values are the values approved by the Compensation Committee and are not the same as the grant date fair values calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“ASC Topic 718”) as reported in the “Fiscal Year 2023 Summary Compensation Table” appearing on page 49 of this proxy statement. |

  49. Fiscal Year 2023 Equity Awards

    Each RSU represents a contingent right to receive one share of our Class A common stock upon vesting. The elements of each annual equity award granted to these named executive officers for fiscal year 2023 are as follows:

  50. Fiscal Year 2023 Equity Awards

    | Element | % of Award | Vesting Terms and Conditions | | Time-Based RSU Awards | | • Time-based quarterly vesting over four years, subject to continued service to us through each vesting date. Each RSU represents a contingent right to receive one share of our Class A common stock upon vesting. | | PRSU Awards | | • PRSU awards become eligible to vest based on the TSR of our company relative to the TSR of companies in the Nasdaq Composite Index over three years with interim measurements after one year and two years. • PRSU awards become eligible to vest based on performance for each period, with vesting to occur in September following the period, subject to continued service to us through each vesting date. • The total number of units subject to the PRSU awards that may become eligible to vest range from an achievement percentage of 0% to 200% of the target award, except that the achievement percentage is capped at 100% for the first two measurement periods (up to one-third of the target units may be earned for each of the first two measurement periods, subject to continued service to us through each vesting date). • The total number of units subject to the PRSU awards that may vest are (i) 0% if the TSR of our company ranks below the 25th percentile of the companies in the index, (ii) 100% if the TSR of our company ranks at the 50th percentile of the companies in the index, and (iii) 200% if the TSR of our company ranks at the 75th percentile of the companies in the index. If our TSR ranks between these percentile thresholds, the achievement percentage of the target number of units subject to the PRSU awards that may vest is determined using linear interpolation. • PRSU awards deemed earned at the end of the third measurement period based on achievement will be adjusted to deduct any PRSU awards already vested in the first two measurement periods. • The award is subject to a maximum value cap that limits the total value that may become eligible to vest at the end of the third measurement period, with the achievement percentage for the period subject to reduction so that the product of the ending price per share at the end of the period multiplied by the achievement percentage cannot exceed $89.70 (i.e., six times the average closing price per share of our Class A common stock from June 1, 2022 through July 31, 2022, for the awards granted in August 2022). |

  51. Fiscal Year 2023 Equity Awards

    | 2023 PROXY STATEMENT | 42 |

  52. Severance and Change of Control-Related Benefits

    Severance and Change of Control-Related Benefits Our named executive officers each participate in our Executive Severance Policy and our Change of Control and Severance Policy. Our Executive Severance Policy provides eligible employees with protections in the event of the involuntary termination of their employment under circumstances not related to a change of control of our company. Our Change of Control and Severance Policy provides eligible employees with protections in the event of their involuntary termination of employment following a change of control of our company. In addition, certain of our executive officers may have such provisions in their employment agreements. We believe that these protections assist us in retaining our executive officers and allow them to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including any potential transaction that could involve a change of control of our company. The terms of these agreements, our Executive Severance Policy, and our Change of Control Severance Policy are evaluated periodically by the Board and the Compensation Committee against our retention objectives, a review of relevant market data prepared by the Compensation Committee’s compensation consultant, Compensia, and with consideration for our ability to attract and retain critical executive talent. For a summary of the material terms and conditions of these post-employment compensation arrangements, see the section titled “Executive Compensation – Employment Arrangements.”

  53. Severance and Change of Control-Related Benefits

    | 2023 PROXY STATEMENT | 43 |

  54. Role of the Compensation Committee

    Role of the Compensation Committee Pursuant to its charter, the Compensation Committee is primarily responsible for establishing, approving, and adjusting compensation arrangements for our executive officers, including our named executive officers, including our CEO, reviewing and approving corporate goals and objectives relevant to these compensation arrangements, evaluating executive performance against the backdrop of our corporate goals and objectives, and determining the long-term incentive component of our executive compensation arrangements in light of factors related to our performance, including accomplishment of our long-term business and financial goals. For additional information about the Compensation Committee, see the section titled “Corporate Governance - Board of Directors and Its Committees -Compensation Committee” in this proxy statement. Compensation decisions for our executive officers are made by the Compensation Committee, with the input of its independent compensation consultant and our CEO and management team (except with respect to their own compensation). The Compensation Committee periodically reviews and, as necessary, adjusts the cash and equity compensation of our executive officers with the goal of ensuring that our executive officers are properly incentivized. The Compensation Committee considers compensation data from our compensation peer group as one of several factors that inform its judgment of appropriate parameters for target compensation levels. The Compensation Committee, however, does not strictly benchmark compensation to a specific percentile of our compensation peer group, nor does it apply a formula or assign relative weights to specific compensation elements. In addition, while market data is a factor, the Compensation Committee is forward-looking in aligning our executive compensation program with the unique growth opportunity we believe we have, and the risks associated with pursuing the opportunity, which are not captured by reviewing peer data. The Compensation Committee makes compensation decisions after considering several factors, including:

  55. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel, and such other advisors as necessary to assist with the execution of its duties and responsibilities. For fiscal year 2023, the Compensation Committee engaged Compensia, a national compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the Compensation Committee in developing appropriate incentive plans for our executive officers on an annual basis, to provide the Compensation Committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Compensia evaluated the following components to assist the Compensation Committee in establishing executive compensation for fiscal year 2023:

  56. Role of Compensation Consultant

    | • | base salary; | | • | target and actual annual incentive compensation; | | • | target and actual total cash compensation (base salary and annual incentive compensation); | | • | long-term incentive compensation in the form of equity awards; and | | • | beneficial ownership of our common stock. |

  57. Role of Compensation Consultant

    As described above in the section titled “Corporate Governance – Director Compensation – Non-Employee Director Compensation Policy,” Compensia also annually provides, at the direction of the Compensation Committee, an analysis of the competitive position of our non-employee director compensation policy against the compensation peer group used for executive compensation purposes. Based on consideration of the factors specified in the SEC rules and Nasdaq listing standards, the Compensation Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee and our management team has raised any conflicts of interest. The Compensation Committee reviews these factors on an annual basis. As part of the Compensation Committee’s determination of Compensia’s independence for fiscal year 2023, it received written confirmation from Compensia addressing these factors and stating its belief that it remains an independent compensation consultant to the Compensation Committee.

  58. Compensation Peer Group

    Compensation Peer Group The Compensation Committee reviews market data of companies that we believe are comparable to our company. With Compensia’s assistance, the Compensation Committee developed a peer group for use when making its fiscal year 2023 compensation decisions, which consisted of companies in information technology industry sectors, with revenues and market capitalizations within ranges similar to that of our company and generally based in the United States, including companies based in California. While the Compensation Committee considers compensation practices of the peer companies, the Compensation Committee uses this information as one of many factors in its evaluation of compensation matters, as described above, and does not set compensation levels to meet specific percentiles. The Compensation Committee referred to compensation data from this peer group when making fiscal year 2023 base salary, annual incentive, and equity award decisions for our executive officers, including our named executive officers. The following is a list of the public companies that comprised our fiscal year 2023 compensation peer group:

  59. Compensation Peer Group

    | Box | Citrix Systems | Commvault Systems | Dropbox | | Elastic | F5 Networks | Guidewire Software | HubSpot | | Informatica | New Relic | Pegasystems | PTC | | Pure Storage | SolarWinds | Splunk | Teradata | | VMware | Zendesk | | |

  60. Compensation Peer Group

    In May 2023, the Compensation Committee reviewed the compensation peer group that would be used for compensation decision-making for fiscal year 2024. With Compensia’s assistance, the Compensation Committee developed a compensation peer group for use when making its fiscal year 2023 compensation decisions, which consisted of companies in information technology industry sectors, with revenues and market capitalizations within ranges similar to that of our company and generally based in the United States, including companies based in California. In light of our comparable market capitalization and revenues at the time and, in certain cases, the completed acquisition of a peer group company, the Compensation Committee determined that Citrix Systems (which was taken

  61. Compensation Peer Group

    | 2023 PROXY STATEMENT | 45 |

  62. Compensation Peer Group

    private in September 2022) and Zendesk (which was taken private in November 2022) should be removed from the peer group and that MongoDB and Twilio should be added to the peer group. The following is a list of the public companies that comprise our fiscal year 2024 compensation peer group:

  63. Compensation Peer Group

    | Box | Commvault Systems | Dropbox | Elastic | | F5 Networks | Guidewire Software | HubSpot | Informatica | | MongoDB | New Relic | Pegasystems | PTC | | Pure Storage | SolarWinds | Splunk | Teradata | | Twilio | VMware | | |

  64. Employment Arrangements

    Employment Arrangements We have employment agreements with our currently employed named executive officers. Each of these arrangements provides for “at-will” employment and sets forth the initial terms and conditions of employment of the named executive officer, including base salary, target annual incentive opportunity, standard employee benefit plan participation, a recommendation for an initial grant of an option to purchase shares of our common stock or other equity awards, opportunities for post-employment compensation and vesting acceleration terms. These agreements also set forth the rights and responsibilities of each party and may protect both parties’ interests in the event of a termination of employment by providing for certain payments and benefits under specified circumstances, including following a change of control of our company. These offers of employment were each subject to the execution of a standard proprietary information and invention assignment agreement and proof of identity and work eligibility in the United States. Each of these agreements was approved on our behalf by the Compensation Committee or the Board at the recommendation of the Compensation Committee. We believe that these arrangements were necessary to induce these individuals to forgo other employment opportunities or leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar organization. For a summary of the material terms and conditions of our employment agreements with our named executive officers, see the section titled “Executive Compensation – Employment Arrangements” below.

  65. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation We do not provide our named executive officers with a “gross-up” or other reimbursement payment for any tax liability that they might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that certain officers and directors, and service providers who hold significant equity interests, and certain highly compensated service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control that exceeds certain prescribed limits, and that our company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. However, under our Change of Control Severance Policy, if any payment or benefits to a policy participant, including the payments and benefits under the policy, would constitute a “parachute payment” within the meaning of Section 280G of the Code and would therefore be subject to an excise tax under Section 4999 of the Code, then such payments and benefits will be either (i) reduced to the largest portion of the payments and benefits that would result in no portion of the payments and benefits being subject to the excise tax, or (ii) not reduced, whichever, after taking into account all applicable federal, state, and local employment and income taxes and the excise tax, results in the participant’s receipt, on an after-tax basis, of the greater payments and benefits. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

  66. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSU awards, and PRSU awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a named executive officer is required to render service in exchange for the award.

  67. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Rajiv Ramaswami President and Chief Executive Officer | 2023 | 800,010 | — | — | 13,153,930 | 892,000 | — | 14,845,940 | | | 2022 | 783,596 | — | — | 11,165,080 | 980,000 | — | 12,928,676 | | | 2021 | 515,151 | — | — | 36,350,054 | 943,600 | — | 37,808,805 | | Rukmini Sivaraman(3) | 2023 | 449,431 | — | — | 4,778,000 | 376,313 | — | 5,603,744 | | Chief Financial Officer | 2022 | 366,329 | — | — | 5,255,793 | 291,267 | — | 5,913,389 | | David M. Sangster Chief Operating Officer | 2023 | 475,010 | — | — | 4,778,000 | 397,219 | — | 5,650,229 | | | 2022 | 465,263 | — | — | 3,907,717 | 436,406 | — | 4,809,386 | | | 2021 | 464,115 | — | — | 4,196,306 | 614,754 | — | 5,275,175 | | Tyler Wall | 2023 | 475,010 | — | — | 4,300,200 | 397,219 | — | 5,172,429 | | Chief Legal Officer | 2022 | 465,263 | — | — | 2,679,554 | 436,406 | — | 3,581,223 | | | 2021 | 415,260 | — | — | 2,307,970 | 440,034 | — | 3,163,264 |

  68. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our named executive officers, information concerning plan-based awards granted during the fiscal year ended July 31, 2023. This information supplements the information about these awards set forth in the “Fiscal Year 2023 Summary Compensation Table” above.

  69. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: | Grant Date Fair Value of | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units(3) (#) | Stock and Option Awards(4) ($) | | Rajiv Ramaswami | Cash incentive | — | — | 800,000 | 1,600,000 | — | — | — | — | — | | | Time-based RSUs | 8/25/2022 | — | — | — | — | — | — | 275,302 | 5,343,612 | | | PRSUs | 8/25/2022 | — | — | — | 137,651 | 275,302 | 550,604 | — | 7,810,318 | | Rukmini Sivaraman | Cash incentive | — | — | 337,500 | 675,000 | — | — | — | — | — | | | Time-based RSUs | 8/25/2022 | — | — | — | — | — | — | 100,000 | 1,941,000 | | | PRSUs | 8/25/2022 | — | — | — | 50,000 | 100,000 | 200,000 | — | 2,837,000 | | David M. Sangster | Cash incentive | — | — | 356,250 | 712,500 | — | — | — | — | — | | | Time-based RSUs | 8/25/2022 | — | — | — | — | — | — | 100,000 | 1,941,000 | | | PRSUs | 8/25/2022 | — | — | — | 50,000 | 100,000 | 200,000 | — | 2,837,000 | | Tyler Wall | Cash incentive | — | — | 356,250 | 712,500 | — | — | — | — | — | | | Time-based RSUs | 8/25/2022 | — | — | — | — | — | — | 90,000 | 1,746,900 | | | PRSUs | 8/25/2022 | — | — | — | 45,000 | 90,000 | 180,000 | — | 2,553,300 |

  70. Grants of Plan-Based Awards

    | (1) The amounts reported in this column represent cash incentive compensation opportunities under the fiscal year 2023 Executive Incentive Compensation Plan at target levels for our corporate objectives. For achievement in excess of target, overperformance could be rewarded with a payout of up to an additional 100% of each named executive officer’s target (for a maximum payment of 200% of each named executive officer’s target). | | (2) The PRSUs are eligible to vest in up to three installments based on the total shareholder return of our company relative to the TSR of companies in the Nasdaq Composite Index over three performance periods: (i) August 1, 2022 to July 31, 2023, (ii) August 1, 2022 to July 31, 2024, and (iii) August 1, 2022 to July 31, 2025. PRSUs that become eligible to vest based on performance for a performance period vest on September 15 following the period, subject to continued service to us through the vesting date. The total number of PRSUs that are eligible to vest range from an achievement percentage of 0% to 200% of the target number of PRSUs, except that the achievement percentage is capped at 100% for the first two performance periods. Up to one-third of the target number of PRSUs are eligible to vest as a result of performance for each of the first two performance periods. The achievement percentage is (i) 0%, if our TSR ranks below the 25th percentile of the indexed companies, (ii) 100%, if our TSR ranks at the 50th percentile of the indexed companies, and (iii) 200%, if our TSR ranks at the 75th percentile of the indexed companies. If our TSR ranks between these percentile thresholds, the achievement percentage is determined using linear interpolation. 100% of the target number of PRSUs (as may be increased as a result of any achievement percentage in excess of target) will be eligible to vest with respect to the third performance period, less any PRSUs already vested in the first two performance periods. The PRSUs are subject to a maximum value cap that limits the total value that may become eligible to vest at the end of the third performance period, with the achievement percentage for the period subject to reduction so that the product of the ending price per share at the end of the period multiplied by the achievement percentage cannot exceed $89.70. | | (3) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2022, subject to continued service to us through each vesting date. | | (4) The amounts reported in this column represent the aggregate grant date fair value of equity awards, as computed in accordance with ASC Topic 718. These amounts do not necessarily reflect the actual economic value that may ultimately be realized by the named executive officers. The grant date fair value for time-based RSUs reported in the table is calculated in accordance with ASC Topic 718 based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the date of grant. The grant date fair value for PRSUs reported in the table is calculated in accordance with ASC Topic 718 using Monte Carlo simulations. A Monte Carlo simulation requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield. |

  71. Outstanding Equity Awards At Fiscal Year 2023 Year-End Table

    Outstanding Equity Awards At Fiscal Year 2023 Year-End Table The following table presents, for each of our named executive officers, information concerning each outstanding equity award held by such named executive officer as of July 31, 2023. This information supplements the information about these awards set forth in the “Fiscal Year 2023 Summary Compensation Table” above.

  72. Outstanding Equity Awards At Fiscal Year 2023 Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Rajiv Ramaswami | 12/9/2020 | — | — | — | — | 141,976(2) | 4,287,675 | — | — | | | 12/9/2020 | — | — | — | — | — | — | 350,679(3) | 10,590,506 | | | 10/11/2021 | — | — | — | — | 77,651(4) | 2,345,060 | — | — | | | 10/11/2021 | — | — | — | — | — | — | 92,030(5) | 2,779,306 | | | 8/25/2022 | — | — | — | — | 223,683(6) | 6,755,227 | — | — | | | 8/25/2022 | — | — | — | — | — | — | 275,302(7) | 8,314,120 | | Rukmini Sivaraman | 8/27/2019 | — | — | — | — | 3,750(8) | 113,250 | — | — | | | 10/2/2020 | — | — | — | — | 38,309(9) | 1,156,932 | — | — | | | 10/11/2021 | — | — | — | — | 23,295(4) | 703,509 | — | — | | | 10/11/2021 | — | — | — | — | — | — | 27,609(5) | 833,792 | | | 5/1/2022 | — | — | — | — | 57,121(10) | 1,725,054 | — | — | | | 8/25/2022 | — | — | — | — | 81,250(6) | 2,453,750 | — | — | | | 8/25/2022 | — | — | — | — | — | — | 100,000(7) | 3,020,000 | | David Sangster | 8/27/2019 | — | — | — | — | 15,625(8) | 471,875 | — | — | | | 10/2/2020 | — | — | — | — | 58,937(9) | 1,779,897 | — | — | | | 10/11/2021 | — | — | — | — | 27,178(4) | 820,776 | — | — | | | 10/11/2021 | — | — | — | — | — | — | 32,210(5) | 972,742 | | | 8/25/2022 | — | — | — | — | 81,250(6) | 2,453,750 | — | — | | | 8/25/2022 | — | — | — | — | — | — | 100,000(7) | 3,020,000 | | Tyler Wall | 8/27/2019 | — | — | — | — | 4,688(8) | 141,578 | — | — | | | 10/2/2020 | — | — | — | — | 32,416(9) | 978,963 | — | — | | | 10/11/2021 | — | — | — | — | 18,636(4) | 562,807 | — | — | | | 10/11/2021 | — | — | — | — | — | — | 22,087(5) | 667,027 | | | 8/25/2022 | — | — | — | — | 73,125(6) | 2,208,375 | — | — | | | 8/25/2022 | — | — | — | — | — | — | 90,000(7) | 2,718,000 |

  73. Outstanding Equity Awards At Fiscal Year 2023 Year-End Table

    | (1) Based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on July 31, 2023, which was $30.20. | | (2) 25% of the RSUs vested on December 15, 2022, with 1/16th of the RSUs vesting quarterly thereafter, subject to continued service to us through each vesting date. |

  74. Outstanding Equity Awards At Fiscal Year 2023 Year-End Table

    | (3) The PRSUs were subject to stock price-based milestones. The first milestone required achievement of an average closing price per share of our Class A common stock of $32.09 for a 30 consecutive calendar day period. The second milestone required achievement of an average closing price per share of our Class A common stock of $38.51 for a 30 consecutive calendar day period. Achievement of the first milestone resulted in 67% of the 703,117 PRSUs becoming eligible to vest. Achievement of both milestones resulted in 133% of the 703,117 PRSUs becoming eligible to vest. Upon achievement, 25% of the eligible PRSUs vested on December 15, 2021, with 1/16th of the eligible PRSUs vesting quarterly thereafter, subject to continued service to us through each vesting date. | | (4) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2021 subject to continued service to us through each vesting date. | | (5) The PRSUs are eligible to vest in up to three installments based on the total shareholder return (“TSR”) of our company relative to the TSR of companies in the Nasdaq Composite Index over three performance periods: (i) August 1, 2021 to July 31, 2022, (ii) August 1, 2021 to July 31, 2023, and (iii) August 1, 2021 to July 31, 2024. PRSUs that become eligible to vest based on performance for a performance period vest on September 15 following the period, subject to continued service to us through the vesting date. The total number of PRSUs that are eligible to vest range from an achievement percentage of 0% to 200% of the target number of PRSUs, except that the achievement percentage is capped at 100% for the first two performance periods. Up to one-third of the target number of PRSUs are eligible to vest as a result of performance for each of the first two performance periods. The achievement percentage is (i) 0%, if our TSR ranks below the 25th percentile of the indexed companies, (ii) 100%, if our TSR ranks at the 50th percentile of the indexed companies, and (iii) 200%, if our TSR ranks at the 75th percentile of the indexed companies. If our TSR ranks between these percentile thresholds, the achievement percentage is determined using linear interpolation. 100% of the target number of PRSUs (as may be increased as a result of any achievement percentage in excess of target) will be eligible to vest with respect to the third performance period, less any PRSUs already vested in the first two performance periods. The PRSUs are subject to a maximum value cap that limits the total value that may become eligible to vest at the end of the third performance period, with the achievement percentage for the period subject to reduction so that the product of the ending price per share at the end of the period multiplied by the achievement percentage cannot exceed $145.92. | | (6) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2022, subject to continued service to us through each vesting date. | | (7) The PRSUs are eligible to vest in up to three installments based on the total shareholder return (“TSR”) of our company relative to the TSR of companies in the Nasdaq Composite Index over three performance periods: (i) August 1, 2022 to July 31, 2023, (ii) August 1, 2022 to July 31, 2024, and (iii) August 1, 2022 to July 31, 2025. PRSUs that become eligible to vest based on performance for a performance period vest on September 15 following the period, subject to continued service to us through the vesting date. The total number of PRSUs that are eligible to vest range from an achievement percentage of 0% to 200% of the target number of PRSUs, except that the achievement percentage is capped at 100% for the first two performance periods. Up to one-third of the target number of PRSUs are eligible to vest as a result of performance for each of the first two performance periods. The achievement percentage is (i) 0%, if our TSR ranks below the 25th percentile of the indexed companies, (ii) 100%, if our TSR ranks at the 50th percentile of the indexed companies, and (iii) 200%, if our TSR ranks at the 75th percentile of the indexed companies. If our TSR ranks between these percentile thresholds, the achievement percentage is determined using linear interpolation. 100% of the target number of PRSUs (as may be increased as a result of any achievement percentage in excess of target) will be eligible to vest with respect to the third performance period, less any PRSUs already vested in the first two performance periods. The PRSUs are subject to a maximum value cap that limits the total value that may become eligible to vest at the end of the third performance period, with the achievement percentage for the period subject to reduction so that the product of the ending price per share at the end of the period multiplied by the achievement percentage cannot exceed $89.70. | | (8) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2019, subject to continued service to us through each vesting date. | | (9) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on December 15, 2020, subject to continued service to us through each vesting date. | | (10) The RSUs vest in 16 equal quarterly installments, with the first quarterly installment having vested on September 15, 2022, subject to continued service to us through each vesting date. |

  75. 2023 Option Exercises and Stock Vested Value

    2023 Option Exercises and Stock Vested Value The following table presents, for each of our named executive officers, the shares of our Class A common stock that were acquired upon the exercise of stock options and vesting of RSU and PRSU awards and the related value realized during fiscal year 2023.

  76. 2023 Option Exercises and Stock Vested Value

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Rajiv Ramaswami | — | — | 443,390 | 12,164,323 | | Rukmini Sivaraman | — | — | 102,438 | 2,811,456 | | David M. Sangster | — | — | 163,066 | 4,477,717 | | Tyler Wall | — | — | 76,758 | 2,108,582 |

  77. 2023 Option Exercises and Stock Vested Value

    | (1) The value realized upon the exercise of stock options is calculated by (i) subtracting the option exercise price from the closing price per share (or the sale price per share in the event of a same day sale) of our Class A common stock on the date of exercise, multiplied by (ii) the number of shares underlying the stock option exercised. | | (2) The value realized upon vesting of RSUs or PRSUs is calculated by multiplying the number of shares vested by the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the applicable vesting date (or, in the event the applicable vesting date occurs on a holiday or weekend, the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market on the immediately preceding trading day). |

  78. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table sets forth the estimated payments that would be received by each of our named executive officers who remained employed with us as of July 31, 2023 if (i) pursuant to the terms of our Executive Severance Policy, a hypothetical termination of employment by us (other than for cause, death, or disability) or a hypothetical termination by the officer on account of a constructive termination had occurred on July 31, 2023 and (ii) pursuant to the terms of our Change of Control and Severance Policy, a hypothetical termination of employment by us (other than for cause, death, or disability) or a hypothetical termination by the officer for good reason in connection with a change of control of our company had occurred on July 31, 2023. The table below reflects amounts that would have been payable to the named executive officer assuming that, if applicable, the hypothetical termination occurred on July 31, 2023, and, if applicable, a change of control of our company also occurred on that date.

  79. Potential Payments Upon Termination or Change of Control

    | Name | Salary Severance(1) ($) | Annual Incentive Severance(2) ($) | Value of Accelerated Vesting(3) ($) | Continuation of Medical Benefits(4) ($) | Total ($) | | Rajiv Ramaswami | | | | | | | Termination by us (other than for cause, death, or disability) or termination by officer on account of constructive termination | 800,000 | — | — | 31,319 | 831,319 | | Termination by us without cause or resignation for good reason during change of control period | 800,000 | 800,000 | 35,071,894 | 31,319 | 36,703,213 | | Rukmini Sivaraman | | | | | | | Termination by us (other than for cause, death, or disability) or termination by officer on account of constructive termination | 450,000 | — | — | 31,319 | 481,319 | | Termination by us (other than for cause, death, or disability) or termination by officer for good reason during change of control period | 450,000 | 337,500 | 10,006,287 | 31,319 | 10,825,106 | | David M. Sangster | | | | | | | Termination by us (other than for cause, death, or disability) or termination by officer on account of constructive termination | 475,000 | — | — | 31,319 | 506,319 | | Termination by us (other than for cause, death, or disability) or termination by officer for good reason during change of control period | 475,000 | 356,250 | 9,519,040 | 31,319 | 10,381,609 | | Tyler Wall | | | | | | | Termination by us (other than for cause, death, or disability) or termination by officer on account of constructive termination | 475,000 | — | — | 31,319 | 506,319 | | Termination by us (other than for cause, death, or disability) or termination by officer for good reason during change of control period | 475,000 | 356,250 | 7,276,750 | 31,319 | 8,139,319 |

  80. Potential Payments Upon Termination or Change of Control

    | (1) The amounts reported in this column reflect a lump-sum payment equal to 100% of the named executive officer’s annual base salary as of July 31, 2023 under our Executive Severance Policy and a lump-sum payment equal to 100% of the named executive officer’s annual base salary as of July 31, 2023 under our Change of Control and Severance Policy. | | (2) The amounts reported in this column reflect a lump-sum payment equal to 100% of the named executive officer’s annual incentive target for fiscal year 2023 under our Change of Control and Severance Policy. | | (3) The amounts reported in this column reflect RSU and PRSU payment values based upon the closing price of our Class A common stock of $30.20 as reported on The Nasdaq Global Select Market on July 31, 2023. | | (4) The amounts reported in this column reflect the cost of COBRA continuation coverage based on elected level of healthcare coverage (medical, dental and vision) for twelve months under our Executive Severance Policy and for twelve months under our Change of Control and Severance Policy. |

  81. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing (i) the ratio of the annual total compensation of our President and CEO, Rajiv Ramaswami, to (ii) the annual total compensation of our median employee, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. For fiscal year 2023:

  82. CEO Pay Ratio

    | • | the annual total compensation of our President and CEO was $14,845,940; | | • | the annual total compensation of our median employee was $139,047; and | | • | the ratio of the annual total compensation of our President and CEO to the annual total compensation of our median employee was 107:1. |

  83. CEO Pay Ratio

    We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected July 31, 2023 as the date on which to determine our employee population and the median employee. In determining this population, we included all worldwide full-time and part-time employees other than our President and CEO. We did not include any contractors in our employee population. As permitted by SEC rules, to identify our median employee, we elected to use total target cash compensation plus the grant date fair market value of equity awards, if any, as our consistently applied compensation measure, which we refer to herein as total target compensation and calculated as (i) base salary and target annual incentive as of July 31, 2023, and (ii) the grant date fair market value of equity awards issued during the previous twelve months. For employees paid in a currency other than U.S. dollars, we converted their compensation to U.S. dollars using the exchange rates used by us for various financial and accounting purposes in effect on July 31, 2023. To identify our median employee, we then calculated the total target direct compensation for our global employee population and excluded employees at the median who had anomalous compensation characteristics. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Consequently, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  84. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, below is a comparison of compensation actually paid (“CAP”) and certain measures of financial performance. For further information concerning our compensation philosophy and how we align executive compensation with performance, refer to the “Executive Compensation – Compensation Discussion and Analysis” section.

  85. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | SCT Total for First PEO(1) (b)($) | CAP for First PEO(2) (c)($) | SCT Total for Second PEO(3) (b)($) | CAP for Second PEO(2) (c)($) | Avg. SCT Total for Non-PEO NEOs(7) (d)($) | Avg. CAP for Non-PEO NEOs(8) (e)($) | Total Shareholder Return(4) (f)($) | Peer Group Total Shareholder Return(4) (g)($) | Net Income (Loss)(5) (in thousands) (h)($) | Company Selected Measure: Annual Recurring Revenue(6)(in thousands) (i)($) | | 2023 | 14,845,940 | 38,679,011 | N/A | N/A | 5,480,229 | 10,332,003 | 136 | 164 | (254,560) | 1,561,981 | | 2022 | 12,928,676 | 3,241,068 | N/A | N/A | 4,990,357 | (2,231,182) | 68 | 129 | (798,946) | 1,202,438 | | 2021 | 37,808,805 | 30,852,801 | 181,250 | (4,475,791) | 4,611,376 | 10,050,763 | 162 | 146 | (1,035,589) | 878,733 |

  86. Pay Versus Performance

    | (1) Total compensation as set forth in the “Executive Compensation – Executive Compensation Tables – Fiscal Year 2023 Summary Compensation Table” (“SCT”) above. Mr. Ramaswami has served as our Principal Executive Officer (“PEO”) since his hire on December 9, 2020 (“First PEO”). |

  87. Pay Versus Performance

    | (2) For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. CAP does not mean these amounts were earned or paid during the year. CAP is an amount derived from the starting point of total compensation as presented in the SCT under the methodology prescribed under the SEC’s rules, which is solely based on adjustments to equity award values. Nutanix does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of the equity awards as of the grant date. | | (3) Mr. Dheeraj Pandey previously served as our CEO before retiring from Nutanix in December 2020. We have included Mr. Pandey in the table above in accordance with Item 402(v) of Regulation S-K. However, Mr. Pandey has been excluded from the tables and graphs below as we do not believe Mr. Pandey’s further inclusion is material to any conclusions that may be drawn from this analysis. | | (4) Cumulative TSR represents the value of an initial fixed investment of $100 on July 31, 2020 in the company (column (f)) and the Nasdaq Computer Index (column (g)) for the fiscal years ended July 31, 2021, 2022, and 2023. The Nasdaq Computer Index is also used in the company’s performance graph in our Annual Report on Form 10-K. | | (5) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year in accordance with accounting principles generally accepted in the United States. | | (6) Annual Recurring Revenue for any given period is defined as the sum of ACV for all non life-of-device contracts in effect as of the end of a specific period. For the purposes of this calculation, we assume that the contract term begins on the date a contract is booked, unless the terms of such contract prevent us from fulfilling our obligations until a later period, and irrespective of the periods in which we would recognize revenue for such contract. Annual Contract Value is defined as the total annualized value of a contract, excluding amounts related to professional services and hardware. The total annualized value for a contract is calculated by dividing the total value of the contract by the number of years in the term of such contract, using, where applicable, an assumed term of five years for contracts that do not have a specified term. | | (7) The table below shows the adjustments made to the SCT totals (column (b) above) for our First PEO, Mr. Rajiv Ramaswami, to determine CAP (column (c) above). |

  88. Pay Versus Performance

    | | PEO | FY 2021 ($) | FY 2022 ($) | FY 2023 ($) | | | Summary Compensation Table - Total Compensation (column (b) for first PEO) | 37,808,805 | 12,928,676 | 14,845,940 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | 36,350,054 | 11,165,080 | 13,153,930 | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | 29,394,050 | 4,126,603 | 19,843,084 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | — | (5,948,177) | 11,280,867 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 600,563 | 1,487,145 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | 2,698,484 | 4,375,905 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | = | Compensation Actually Paid (column (e)) | 30,852,801 | 3,241,068 | 38,679,011 |

  89. Pay Versus Performance

    | (8) The table below shows the adjustments made to the average SCT totals for our non-PEO NEOs (column (d) above) to determine CAP (column (e) above). |

  90. Pay Versus Performance

    | | Average of non-PEO NEOs(1) | FY 2021 ($) | FY 2022 ($) | FY 2023 ($) | | | Summary Compensation Table - Total Compensation (column (d)) | 4,611,376 | 4,990,357 | 5,480,229 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | 3,430,509 | 4,216,833 | 4,618,733 | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | 4,149,288 | 1,109,071 | 6,967,492 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | 3,009,834 | (2,041,987) | 1,705,032 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | 802,254 | 201,176 | 522,181 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 908,521 | (439,620) | 780,135 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | 1,833,346 | 504,333 | | = | Compensation Actually Paid (column (e)) | 10,050,763 | (2,231,182) | 10,332,003 |

  91. Pay Versus Performance

    | (1) Average of the total compensation as set forth in the “Executive Compensation – Executive Compensation Tables – Fiscal Year 2023 Summary Compensation Table” above for the applicable year for the named executive officers, other than our PEO, which are comprised of the following individuals: for fiscal year 2023, Ms. Sivaraman and Messrs. Sangster and Wall; for fiscal year 2022, Ms. Sivaraman and Messrs. Sangster, Wall, and Williams; and for fiscal year 2021, Messrs. Sangster, Wall, Williams, and Kaddaras. |

  92. Analysis of information Presented in the Pay Versus Performance Table

    Analysis of information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the company’s executive compensation program reflects a pay-for-performance philosophy. While the company uses several performance measures to align executive compensation with performance, it does not seek to align the company’s performance measures with compensation actually paid (as calculated in accordance with SEC rules).

  93. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  94. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  95. Compensation Actually Paid vs. ARR

    Compensation Actually Paid vs. ARR We have identified the following performance measures (in no specific order) as the most important in aligning the compensation of our named executive officers to our financial performance for fiscal year 2023: