DEF 14A of Rubrik, Inc.
Filed May 13, 2025 · FY20250001943896-25-000020
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board of Directors
Our Board of Directors The following table sets forth the names, ages as of March 31, 2025, and certain other information for each of the members of our Board of Directors with terms expiring at the Annual Meeting (two of whom are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our Board of Directors:
Our Board of Directors
| Directors with Terms Expiring at the Annual Meeting/Nominees | Age | Independent | Current Term Expires | Expiration of Term For Which Nominated | Position | | Class I Directors(1) | | | | | | | Enrique Salem(4)* | 59 | ☑ | 2025 | — | Director | | John W. Thompson(4)** | 75 | ☑ | 2025 | 2028 | Director | | Yvonne Wassenaar(2) | 56 | ☑ | 2025 | 2028 | Director | | Class II Directors(1) | | | | | | | Asheem Chandna(2)(3) | 60 | ☑ | 2026 | — | Director | | Ravi Mhatre(3)(4) | 58 | ☑ | 2026 | — | Director | | Arvind Nithrakashyap | 51 | | 2026 | — | Chief Technology Officer and Director | | Class III Directors(1) | | | | | | | R. Scott Herren(2) | 63 | ☑ | 2027 | — | Director | | Mark D. McLaughlin(3) | 59 | ☑ | 2027 | — | Director | | Bipul Sinha | 51 | | 2027 | — | Chief Executive Officer and Chairman of our Board of Directors |
Our Board of Directors
(1)Two Class I director nominees are up for election at the Annual Meeting for a term expiring at the 2028 Annual Meeting of Stockholders. Class II directors will continue in office until the 2026 Annual Meeting of stockholders. Class III directors will continue in office until the 2027 Annual Meeting of Stockholders. (2)Member of the Audit Committee. (3)Member of the Compensation Committee. (4)Member of the Nominating and Corporate Governance Committee. * The Nominating and Corporate Governance Committee determined not to nominate Mr. Salem for re-election at the Annual Meeting. ** Lead Independent Director Set forth below is biographical information for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our Board of Directors to recommend them for board service. We believe that, as a whole, our Board of Directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting John W. Thompson. Mr. Thompson has served as a member of our Board of Directors since January 2018. Since May 2018, Mr. Thompson has served as Venture Partner at Lightspeed Venture Partners, a global technology venture capital firm. From 2012 to December 2023, Mr. Thompson served on the board of directors of Microsoft Corporation, a public technology company. From May 2021 to May 2023, Mr. Thompson served as chairperson of the board of directors of Illumina, Inc., or Illumina, a public genomics technology company. From October 2017 to March 2018, Mr. Thompson served as Executive Advisor at Riverwood Capital Management L.P., or Riverwood Capital, a private equity firm. Prior to Riverwood Capital, Mr. Thompson served as Chief Executive Officer at Virtual Instruments Corporation, a software solutions company, Chief Executive Officer at Symantec Corporation, or Symantec, now known as NortonLifeLock Inc., a public cybersecurity company, and General Manager at International Business Machines Corporation, a public technology company. Mr. Thompson previously served on the board of directors of Symantec from 1999 to 2011. Mr. Thompson holds a Bachelor of Arts in Business Administration from Florida Agricultural and Mechanical University and a master’s degree in Management Science from Massachusetts Institute of Technology, Sloan School of Management. Mr. Thompson was selected to serve on our Board of Directors because of his extensive leadership experience and his knowledge of technology companies. Yvonne Wassenaar. Ms. Wassenaar has served as a member of our Board of Directors since November 2021. From January 2019 to May 2022, Ms. Wassenaar served as Chief Executive Officer of Puppet, Inc., an information technology automation software company. From June 2017 to September 2018, Ms. Wassenaar served as Chief Executive Officer of Airware, an enterprise drone solutions company. From August 2014 to May 2017, Ms. Wassenaar served in various roles at New Relic, Inc., or New Relic, a public cloud-based observability platform company, most recently as Chief Information Officer. Prior to New Relic, Ms. Wassenaar held various senior positions at VMware, Inc., a public cloud computing and virtualization technology company. Ms. Wassenaar currently serves on the board of directors of Arista Networks, Inc., a public cloud networking company, JFrog Ltd., a public software supply chain company, and Braze, Inc., a public cloud-based software company. Ms. Wassenaar previously served on the boards of directors of Forrester Research, Inc., a public research and advisory company, from June 2017 to May 2025, Anaplan, Inc., a public cloud-based business planning software company, acquired by Thoma Bravo, LLC, from November 2019 to June 2022, and Mulesoft, Inc., a public enterprise software company, acquired by Salesforce, Inc., from December 2017 to May 2018. Ms. Wassenaar also currently serves on the boards of directors of various private companies and non-profit institutions. Ms. Wassenaar holds a Bachelor of Arts in Economics with a specialization in computing from the University of California, Los Angeles and a Master of Business Administration from the UCLA Anderson School of Business. Ms. Wassenaar was selected to serve on our Board of Directors because of her extensive knowledge of the technology industry, her extensive experience in senior leadership positions at technology companies, and her service on the boards of directors of various private and public companies.
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Asheem Chandna. Mr. Chandna has served as a member of our Board of Directors since March 2015. Since September 2003, Mr. Chandna has served as Partner at Greylock Partners, a venture capital firm. From April 1996 to December 2002, Mr. Chandna served as Vice President, Business Development and Product Management at Check Point Software Technologies Ltd., a public cybersecurity company. He currently serves on the board of directors of a number of privately held companies. Mr. Chandna previously served on the board of directors of Palo Alto Networks, Inc., or Palo Alto Networks, a public cybersecurity company, from April 2005 to December 2022, Imperva, Inc., a public cybersecurity company, acquired by Thoma Bravo, LLC, from July 2003 to June 2013, and Sourcefire, Inc., a public cybersecurity company, acquired by Cisco Systems, Inc., from May 2003 to October 2009. Mr. Chandna holds a Bachelor of Science in Electrical Engineering and a Master of Science in Computer Engineering from Case Western Reserve University. Mr. Chandna was selected to serve on our Board of Directors because of his extensive background with cybersecurity and cloud products, enterprise IT markets, and his experience on the boards of directors of various public and private companies. Ravi Mhatre. Mr. Mhatre has served as a member of our Board of Directors since January 2014. Mr. Mhatre co-founded Lightspeed Venture Partners, a global technology venture capital firm, and has served as Partner of Lightspeed Venture Partners since August 1999. He currently serves on the board of directors of several private companies. Mr. Mhatre previously served on the boards of directors of Nutanix, Inc., a public enterprise cloud platform company, from July 2010 to April 2021, and Mulesoft, Inc., a public enterprise software company, acquired by Salesforce, Inc., from May 2007 to May 2018. Mr. Mhatre holds a Bachelor of Arts in Economics and a Bachelor of Science in Electrical Engineering from Stanford University and a Master of Business Administration from Stanford University’s Graduate School of Business. Mr. Mhatre was selected to serve on our Board of Directors because of his extensive experience in the venture capital industry, knowledge of technology companies, and service on the boards of directors of various private and public companies. Arvind Nithrakashyap. Mr. Nithrakashyap is our co-founder and has served as our Chief Technology Officer and as a member of our Board of Directors since January 2014. From March 2010 to January 2014, Mr. Nithrakashyap served as Senior Rocket Scientist at Rocket Fuel Inc., or Rocket Fuel, a public advertisement technology company, acquired by Sizmek Inc. Prior to Rocket Fuel, Mr. Nithrakashyap served as Senior Software Engineer at Pursima, Inc., or Pursima, a data management software company. Prior to Pursima, Mr. Nithrakashyap served as Principal Member of Technical Staff at Oracle Corporation, a public computer technology company. Mr. Nithrakashyap holds a Bachelor of Technology in Computer Science from the Indian Institute of Technology and a master’s degree in Computer Science from the University of Massachusetts Amherst. Mr. Nithrakashyap was selected to serve on our Board of Directors because of the perspective and experience he provides as our co-founder and Chief Technology Officer, as well as his extensive experience with leading product development at technology companies.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders R. Scott Herren. Mr. Herren has served as a member of our Board of Directors since November 2021. Since December 2020, Mr. Herren has served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a public technology company. From November 2014 to December 2020, Mr. Herren served as Chief Financial Officer of Autodesk, Inc., or Autodesk, a public cloud-based design and engineering software company. Prior to Autodesk, Mr. Herren served in various leadership and financial roles at Citrix Systems, Inc., or Citrix, a public cloud computing company. Prior to Citrix, Mr. Herren spent 16 years in senior strategy and financial positions at FedEx Corporation, a public transportation and e-commerce company, and International Business Machines Corporation, a public technology company. Mr. Herren previously served on the board of directors of Proofpoint, Inc., a public cybersecurity company, acquired by Thoma Bravo, LLC. Mr. Herren holds a Bachelor of Science in Industrial Engineering from Georgia Institute of Technology and a Master of Business Administration from Columbia University. Mr. Herren was selected to serve on our Board of Directors because of his extensive experience in operations, international business, accounting, financial management, and investor relations at publicly held technology companies. Mark D. McLaughlin. Mr. McLaughlin has served as a member of our Board of Directors since November 2022. Since April 2023, Mr. McLaughlin has served as a director of Snowflake Inc., a public data-cloud company, and since August 2019, Mr. McLaughlin has served as chairperson of the board of directors of QUALCOMM Incorporated, or Qualcomm, a public global semiconductor company, and has served as a member of the board of directors of Qualcomm since July 2015. From August 2011 to December 2022, Mr. McLaughlin served as a member of the board of directors of Palo Alto Networks, a public cybersecurity company. In addition, Mr. McLaughlin served as President and Chief Executive Officer of Palo Alto Networks from August 2011 to June 2018. From February 2000 to July 2011, Mr. McLaughlin served in various roles at VeriSign, Inc., or VeriSign, a public internet infrastructure company, most recently as President and Chief Executive Officer. Prior to VeriSign, Mr. McLaughlin served as Vice President, Sales and Business Development at Signio Inc., an internet payments company, acquired by VeriSign. In January 2011, President Barack Obama appointed Mr. McLaughlin to serve on the President’s National Security Telecommunications Advisory Committee, where he served through April 2023, and from November 2014 to December 2016, he served as the chairperson of the committee. Mr. McLaughlin holds a Bachelor of Science from the U.S. Military Academy at West Point and a Juris Doctorate from Seattle University School of Law. Mr. McLaughlin was selected to serve on our Board of Directors because of his extensive leadership experience and knowledge of the technology industry. Bipul Sinha. Mr. Sinha is our co-founder and has served as our Chief Executive Officer and as a member of our Board of Directors since January 2014, and as Chairman of our Board of Directors since July 2016. Since January 2014, Mr. Sinha has also served as Venture Partner at Lightspeed Venture Partners, a global technology venture capital firm. From July 2010 to January 2014, Mr. Sinha served as a Partner at Lightspeed Venture Partners. Mr. Sinha previously served on the board of directors of Nutanix, Inc., a public enterprise cloud platform company, from December 2011 to October 2017. Mr. Sinha holds a Bachelor of Technology in Electrical Engineering from the Indian Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Mr. Sinha was selected to serve on our Board of Directors because of the perspective and experience he provides as our co-founder and Chief Executive Officer, as well as his extensive experience with advising and leading technology companies.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members and is divided into three classes and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. 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. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors, although less than a quorum, or by the sole remaining director, and not by our stockholders, unless our Board of Directors otherwise determines that such vacancy will be filled by our stockholders. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Rubrik. There are currently three Class I directors, Messrs. Salem and Thompson, and Ms. Wassenaar, all of whose terms of office are set to expire at the Annual Meeting. The Nominating and Corporate Governance Committee recommended, and the Board of Directors nominated, Mr. Thompson and Ms. Wassenaar for re-election to our Board at the Annual Meeting, but the Nominating and Corporate Governance Committee did not recommend, and our Board did not nominate, Mr. Salem for re-election. Our Board approved a reduction in the number of directors constituting our full Board of Directors from nine to eight, effective immediately prior to the Annual Meeting. Each of these nominees has agreed to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Stockholders to be held in 2028 and until their successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. All of the nominees have indicated that they will be willing and able to serve as directors. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF JOHN W. THOMPSON AND YVONNE WASSENAAR AS CLASS I DIRECTOR NOMINEES.
Fiscal Year 2025 Summary Compensation Table
| Name | Year Ended January 31, | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Bipul Sinha Chief Executive Officer | 2025 | 475,000(3) | 488,750(4) | — | 138,968,009 | — | 86,849(5) | 140,018,608 | | | 2024 | 375,000 | 28,125 | — | — | 103,125 | 114,244 | 620,494 | | Kiran Choudary Chief Financial Officer | 2025 | 365,000 | 155,125(4) | 7,873,250 | — | — | — | 8,393,375 | | | 2024 | 365,000 | 27,375 | 12,028,500 | — | 100,375 | — | 12,521,250 | | Brian McCarthy President, Global Field Operations | 2025 | 550,000 | — | 7,157,500 | — | 509,196 | — | 8,216,696 | | | 2024 | 550,000 | 15,000 | 9,294,750 | — | 440,053 | 11,654 | 10,311,457 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. Each of our named executive officers is eligible to receive benefits under the terms of our Severance and Change in Control Plan (the “Severance Plan”), which was approved on March 2, 2023. The Severance Plan provides for severance benefits to the named executive officers upon a “change in control termination” (as described below). Upon a change in control termination, each of our named executive officers is entitled to a lump sum payment equal to a portion of his base salary (18 months for Mr. Sinha and 12 months for each of Messrs. Choudary and McCarthy), a lump sum payment equal to 100% of his annual target cash bonus, payment of COBRA premiums for up to 12 months and accelerated vesting of outstanding time-vesting equity awards. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at target, unless otherwise provided in individual award documents). All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against us. For purposes of the Severance Plan, a “change in control termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason” (each as defined in the Severance Plan), in any case that occurs during the period of time beginning three months prior to, and ending 12 months following, a “change in control,” as defined in the Severance Plan, or the “change in control period.” Each of our named executive officers’ equity awards is further subject to the terms of our 2024 Plan or 2014 Plan, as applicable, and the relevant award agreement thereunder.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price per share ($)(1) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | Bipul Sinha | 4/24/2024 | 799,992 | 533,342(3) | 6,666,666(3) | 32.00 | 4/23/2034 | | | | Kiran Choudary | 9/18/2018 | 12,515 | | | 7.99 | 9/17/2028 | | | | | 9/18/2018 | 71,935 | | | 7.99 | 9/17/2028 | | | | | 4/13/2022 | | | | | | 35,938(4) | 2,633,177 | | | 3/24/2023 | | | | | | 475,000(5) | 34,803,250 | | | 3/25/2024 | | | | | | 275,000(6) | 20,149,250 | | Brian McCarthy | 3/30/2021 | | | | | | 56,250(7) | 4,121,438 | | | 4/13/2022 | | | | | | 31,250(4) | 2,289,688 | | | 3/24/2023 | | | | | | 375,000(8) | 27,476,250 | | | 3/25/2024 | | | | | | 250,000(6) | 18,317,500 |
Outstanding Equity Awards at 2025 Fiscal Year End
(1)All of the options were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board of Directors or Compensation Committee. (2)The amount is calculated using a value of $73.27 per share, which was the closing price of our Class A common stock on the NYSE on January 31, 2025, the last trading day of fiscal year 2025. (3)The shares subject to the option vest in twenty equal quarterly installments measured from January 27, 2022 and the Company’s achievement of specified market valuations, subject to Mr. Sinha’s continued service to us through each applicable vesting date as our full-time CEO or co-CEO. See the section titled “—Equity-Based Incentive Awards” above for additional information. (4)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied in 16 equal quarterly installments, measured from March 15, 2022, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO. (5)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied in four annual installments, measured from March 15, 2023, in respect of 75,000, 125,000, 150,000, and 200,000 shares, respectively, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO. (6)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied in four annual installments, commencing March 15, 2024, in respect of 10%, 20%, 35%, and 35% of the shares subject to the RSU, respectively, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO. (7)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied as to 25% of the RSUs on the first anniversary of the vesting commencement date of March 15, 2021, and the remaining RSUs vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO. (8)The RSUs vest on the first date upon which both a service-based condition and a performance-based condition are satisfied. The service-based condition is satisfied in four annual installments, measured from March 15, 2023, in respect of 50,000, 100,000, 125,000, and 150,000 shares, respectively, subject to the named executive officer’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows for the fiscal year ended January 31, 2025 certain information with respect to the compensation of our non-employee directors, other than Bipul Sinha, our Chief Executive Officer and Chairperson, and Arvind Nithrakashyap, our Chief Technology Officer, each also a member of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Mr. Sinha as a named executive officer is set forth below under “Executive Compensation—Fiscal Year 2025 Summary Compensation Table”:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Stock Awards ($) (1) (2) | Total ($) | | Asheem Chandna | 35,834 | 35,834 | | R. Scott Herren | 35,834 | 35,834 | | Mark D. McLaughlin | 10,210 | 10,210 | | Ravi Mhatre | 15,348 | 15,348 | | Enrique Salem | 5,071 | 5,071 | | John W. Thompson | 66,597 | 66,597 | | Yvonne Wassenaar | 10,210 | 10,210 |
NON-EMPLOYEE DIRECTOR COMPENSATION
(1)Amounts reported represent the aggregate grant date fair value of RSUs granted to our directors during the fiscal year ended January 31, 2025 under our 2024 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director. Each of the RSUs reflected in the table above represent the retainer RSU grant(s) (as described below) automatically granted to each relevant director on January 15th of the applicable fiscal year for service to the Company during such fiscal year. Each retainer RSU grant was fully vested as of the date of the grant. (2)The following table sets forth information on the aggregate number of shares of our common stock underlying outstanding and unexercised stock options and unvested RSUs held by our non-employee directors as of January 31, 2025:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Number of RSUs Outstanding as of January 31, 2025 | Number of Shares Underlying Outstanding Options as of January 31, 2025 | | Asheem Chandna | — | — | | R. Scott Herren | — | — | | Mark D. McLaughlin | 16,668 | — | | Ravi Mhatre | — | — | | Enrique Salem | — | — | | John W. Thompson | 25,002 | 165,946 | | Yvonne Wassenaar | — | — |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy in March 2024 that became effective in April 2024. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board of Directors: