DEF 14A of Rubrik, Inc., Apr 15, 2026

DEF 14A of Rubrik, Inc.

Filed Apr 15, 2026 · FY20260001943896-26-000034

Open on EDGAR

  1. Information Regarding Our Board Of Directors And Corporate Governance

    Information Regarding Our Board Of Directors And Corporate Governance

  2. Our Board of Directors

    Our Board of Directors The following table sets forth the names, ages as of March 31, 2026, and certain other information for each of our nominees for election to the Board as Class II directors, and for each of the continuing members of our Board of Directors:

  3. 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 | | | | | | | John W. Thompson(3)(4)** | 76 | ☑ | 2028 | — | Director | | Yvonne Wassenaar(1) | 57 | ☑ | 2028 | — | Director | | Class II Directors | | | | | | | Asheem Chandna(1)(2) | 61 | ☑ | 2026 | 2029 | Director | | Ravi Mhatre(2)(3) | 59 | ☑ | 2026 | 2029 | Director | | Arvind Nithrakashyap | 52 | | 2026 | 2029 | Chief Technology Officer and Director | | Class III Directors | | | | | | | R. Scott Herren(1)(4) | 64 | ☑ | 2027 | — | Director | | Mark D. McLaughlin(2) | 60 | ☑ | 2027 | — | Director | | Bipul Sinha | 52 | | 2027 | — | Chief Executive Officer and Chairman of our Board of Directors |

  4. Our Board of Directors

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. (4) Member of the Cybersecurity Committee. ** Lead Independent Director Set forth below is biographical information for the Class II 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.

  5. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting 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.

  6. 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 March 2026, Mr. Herren has served as a director of Workiva Inc., a public cloud-based SaaS company, and since July 2025, Mr. Herren has served as an executive advisor at Cisco Systems, Inc. a public technology company. From December 2020 to July 2025, Mr. Herren served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc.. 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.

  7. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders 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.

  8. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table shows for the fiscal year ended January 31, 2026 certain information with respect to the compensation of our non-employee directors, other than Bipul Sinha, our Chief Executive Officer and Chairman, and Arvind Nithrakashyap, our Chief Technology Officer, who are both members of our Board of Directors but did not receive any additional compensation for service as a director. The compensation of Mr. Sinha and Mr. Nithrakashyap as named executive officers is set forth below under “Executive Compensation—Fiscal Year 2026 Summary Compensation Table”:

  9. Non-Employee Director Compensation

    | Director | Stock Awards ($) (1) | Total ($) | | Asheem Chandna | 279,648.94 | 279,648.94 | | R. Scott Herren | 279,648.94 | 279,648.94 | | Mark D. McLaughlin | 254,641.56 | 254,641.56 | | Ravi Mhatre | 259,683.92 | 259,683.92 | | Enrique Salem (2) | — | — | | John W. Thompson | 309,630.54 | 309,630.54 | | Yvonne Wassenaar | 254,641.56 | 254,641.56 |

  10. 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, 2026 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, 2026. 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) Mr. Salem served until our annual meeting held in 2025. 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, 2026:

  11. Non-Employee Director Compensation

    | Director | Number of RSUs Outstanding as of January 31, 2026 | Number of Shares Underlying Outstanding Options as of January 31, 2026 | | Asheem Chandna | 1,351 | — | | R. Scott Herren | 1,351 | — | | Mark D. McLaughlin | 1,351 | — | | Ravi Mhatre | 1,351 | — | | John W. Thompson | 1,351 | 154,946 | | Yvonne Wassenaar | 1,351 | — |

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy in March 2024, which was amended and restated in September 2025 and further amended in January 2026. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board of Directors:

  13. Proposal 1: Election Of Directors

    Proposal 1: Election Of Directors Our Board of Directors currently consists of eight 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 II directors, Messrs. Chandna, Mhatre, and Nithrakashyap 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, Messrs. Chandna, Mhatre, and Nithrakashyap, for re-election to our Board at the Annual Meeting. Each of the nominees was previously elected by our stockholders. 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 2029 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, or should for good cause decline to serve, 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 ASHEEM CHANDNA, RAVI MHATRE, AND ARVIND NITHRAKASHYAP AS CLASS II DIRECTORS.

  14. Fiscal Year 2026 Compensation Highlights

    Fiscal Year 2026 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual performance-based bonus opportunities, and long-term equity incentives, primarily in the form of restricted stock units (“RSUs”). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component of any market-competitive compensation program. Annual performance-based bonus opportunities reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term, sustainable stockholder value creation. Considering our financial performance, strong governance standards, peer practices and our overarching philosophy of competitive pay that recognizes contributions to Rubrik’s success, our Compensation Committee made the following executive compensation decisions in fiscal year 2026: ●Base Salaries: Effective May 1, 2025, our Compensation Committee approved salary adjustments for certain of our NEOs ranging from 7.8% to 23.3%, following a review of competitive market data and considering various factors, including the scope of each NEO’s role and their respective contributions to Rubrik. In determining Mr. Choudary and Mr. Nithrakashyap’s base salaries, the Compensation Committee also considered that both NEOs had previously foregone salary increases for a number of fiscal years. ●Performance Bonuses: In early fiscal year 2026, our Compensation Committee established a bonus program for fiscal year 2026 (the “FY26 Bonus Program”). Pursuant to the FY26 Bonus Program, each of our NEOs had the opportunity to earn a cash bonus based on our performance against rigorous targets set by the Compensation Committee with respect to our key growth metric, new and expanded annual contract value (“new and expanded ACV,” as defined under “—FY26 Bonus Program” below). NEO target bonuses for fiscal year 2026 (as a percentage of base salary) were unchanged from fiscal year 2025, other than for Mr. Choudary, whose target increased from 50% to 70% of his base salary to better align with market practices for his role. In March 2026, based on our actual new and expanded ACV performance for the year against our robust targets, our Compensation Committee approved bonuses for our NEOs under the FY26 Bonus Program equal to 100% of their respective target payout levels. ●Equity Incentives: Our equity awards are the primary long-term incentives offered to our executives, including our NEOs. Each of our NEOs, other than Mr. Sinha (who received a multi-year performance option at the time of our initial public offering and has not received additional equity awards to date), received a grant of refresh RSUs under our 2024 Equity Incentive Plan (the “2024 Plan”) in fiscal year 2026, vesting based on continued service over a four-year period.

  15. Compensation and Governance Best Practices

    | What We Do | What We Don’t Do | | We emphasize a strong performance results culture through rigorous annual incentive plan goals and by delivering a substantial portion of total compensation for our NEOs in the form of long-term equity awards. | We do not provide guaranteed salary increases or bonuses to our executive officers. | | We grant compensation that discourages short-term risk taking at the expense of long-term results. | We do not provide excise tax “gross-ups” for potential change in control payments. | | Our Compensation Committee is comprised solely of independent directors with extensive industry experience. | We generally provide limited perquisites and personal benefits to our executives. | | The Compensation Committee engages its own independent compensation consultant. | Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time employees. | | The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. | We do not maintain any special executive retirement plans. | | We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and our third-party compensation consultants help us conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management. | We generally prohibit hedging and pledging of Rubrik securities by our employees, directors and consultants, except for limited pledging by our CEO only with preclearance from our Chief Legal Officer and subject to compliance with our pledging policy. | | We maintain a clawback policy. | We do not provide single-trigger vesting acceleration of outstanding equity awards upon a change in control of the Company. |

  16. Compensation Objectives, Philosophy and Elements of Compensation

    | Compensation Element | Purpose/Objectives | Key Features | | Base Salary (fixed cash) | Designed to attract and retain highly talented executives by providing a fixed level of compensation that is competitive in the market, rewards performance, and discourages inappropriate risk-taking | Generally reviewed annually in the first quarter of the fiscal year, effective on or around May 1 of the fiscal year, and determined based on a number of factors and with reference to market data provided by our Compensation Committee’s independent compensation consultant, Compensia, Inc. (“Compensia”) | | Annual Cash Incentive Awards (at-risk cash) | Motivates our NEOs to achieve or exceed short-term business objectives that drive growth of the Company | Target bonus amounts are generally reviewed annually during the first quarter of the fiscal year and determined based on a number of factors (including individual performance, internal equity, retention and our overall performance) and with reference to market data provided by Compensia for positions that have similar impact on the organization and competitive bonus opportunities in our market. Cash incentive awards are entirely dependent upon achievement of specific corporate performance objectives, generally determined by our Compensation Committee and Board of Directors and communicated at the beginning of the fiscal year | | Long-Term Equity Incentives (at-risk equity) | Promotes the retention of our NEOs; closely aligns our NEOs’ interests with those of our shareholders by focusing on the creation and sustainability of long-term shareholder value | Long-term equity incentive opportunities are generally reviewed and determined annually during the first quarter of each fiscal year, with vesting commencement dates of March 15 of the year, or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our Class A common stock, internal equity among executives and market data provided by Compensia | | Benefits | Designed to align with competitive norms for comparable companies | We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan* and other employee benefit plans |

  17. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such advisor and has sole authority to approve all such advisors’ fees and other retention terms. Pursuant to this authority, for fiscal year 2026, the Compensation Committee engaged Compensia to provide independent advice on matters relating to our executive compensation program, including information regarding competitive market practices, assessments and trends and advice relating to the design and structure of our executive compensation program. Compensia also updates the Compensation Committee on corporate governance and regulatory issues and developments. Generally, at least one representative of Compensia attends each meeting of the Compensation Committee. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to us and has received no compensation other than with respect to the services described below. The Compensation Committee evaluated Compensia’s independence by considering the requirements adopted by NYSE and the SEC, and determined that its relationship with Compensia does not raise any conflict of interest. As part of the Compensation Committee’s determination of Compensia’s independence, it received written confirmation from Compensia addressing these factors and supporting the independence determination.

  18. Use of Competitive Market Data and Compensation Peer Group

    Use of Competitive Market Data and Compensation Peer Group For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a specified group of peer companies. The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition as necessary or appropriate with input and guidance from Compensia, taking into account changes in both our business and the businesses of the companies in the compensation peer group. Compensia provides the Compensation Committee with competitive market data based on the practices of the selected compensation peer group and also data from published compensation surveys in cases where there is insufficient data for specific executive positions within the peer group companies. In fiscal year 2025, Compensia proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers for fiscal year 2026 compensation decisions based on Rubrik’s industry and financial characteristics, as determined using the following criteria: ●Location: independent, publicly traded corporation, primarily based in North America ●Industry: primary focus on Application Software, Systems Software, and Internet Services and Infrastructure ●Revenue: annual revenues ranging from 0.5x to 3.0x Rubrik’s annual revenue ●Market capitalization: ranging from 0.33x to 3.0x Rubrik’s 30-day average market capitalization at the time of analysis ●Secondary criteria: preference for Cloud platform / data management companies, similar location within the US, and exclusion of recently public organizations Based on consideration of such criteria, the peer group for fiscal year 2026 compensation decisions (the “Compensation Peer Group”) was as follows:

  19. Use of Competitive Market Data and Compensation Peer Group

    | ▪ Altair Engineering ▪ Asana ▪ BILL Holdings ▪ Box ▪ Commvault Systems ▪ Confluent ▪ Dynatrace | ▪ Elastic N.V. ▪ Five9 ▪ Freshworks ▪ GitLab ▪ Guidewire Software ▪ HashiCorp ▪ Nutanix | ▪ Procore Technologies ▪ Qualys ▪ Samsara ▪ SentinelOne ▪ Smartsheet ▪ Tenable Holdings |

  20. FY26 Bonus Program

    FY26 Bonus Program We use performance-based annual cash bonus opportunities to motivate our NEOs to achieve our annual financial, operational, and strategic business objectives. Under our FY26 Bonus Program, our NEOs were eligible to earn annual cash bonuses based on our achievement of specified performance goals, as described in detail below.

  21. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities In the first quarter of fiscal year 2026, the Compensation Committee and Board of Directors (with respect to Mr. Sinha) set the target annual cash bonus opportunities for our NEOs shown in the table below for purposes of the FY26 Bonus Program. The target bonus amounts were selected based on a number of factors, including individual performance, applicable market data comparisons provided by Compensia and input from our CEO (with respect to our NEOs other than himself). Based on such considerations, the Compensation Committee and Board of Directors (with respect to Mr. Sinha) determined not to make any changes to the target bonus opportunities (as a percentage of base salary) in fiscal year 2026 for Messrs. Sinha, McCarthy and Nithrakashyap, and determined to increase Mr. Choudary’s target bonus percentage from 50% in fiscal year 2025 to 70% in fiscal year 2026.

  22. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | Fiscal Year 2026 Target Annual Cash Bonus Award Opportunity (% of Base Salary) | Change in Target Annual Cash Bonus Award Opportunity Percentage from Fiscal Year 2025 | | Bipul Sinha | 100% | — | | Kiran Choudary | 65% (1) | 20 ppt | | Brian McCarthy | 100% (2) | — | | Arvind Nithrakashyap | 50% | — |

  23. Target Annual Cash Bonus Opportunities

    (1) Mr. Choudary’s target bonus percentage increased from 50% to 70% of his base salary effective May 1, 2025. As such, his actual target bonus for fiscal year 2026 was 50% from February 1 through April 30, 2025 and 70% from May 1, 2025 through January 31, 2026, resulting in the approximate blended target bonus percentage shown above. (2) Mr. McCarthy served as our Chief Revenue Officer through January 2025 and in such role, he participated in a commission-based variable program. In connection with his transition from Chief Revenue Officer to President, Global Sales and Field Operations, Mr. McCarthy began participating in the same annual performance-based cash bonus opportunity as our other NEOs, which the Compensation Committee determined was more closely aligned with market variable compensation practices for such role.

  24. Performance Measurement and Bonus Payout

    Performance Measurement and Bonus Payout The Compensation Committee, with input from management, selected new and expanded ACV as the primary performance measure used to determine payouts under the FY26 Bonus Program. “New and expanded ACV” is a key operating measure that we define as the true growth or decline in recurring revenue value. Because our non-executive workforce also receives bonuses contingent on new and expanded ACV, the FY26 Bonus Program is consistent with our sales team compensation and, given Rubrik’s growth focus, aligns our full organization to a unified performance goal. The Compensation Committee generally does not adjust individual bonus payments based on the NEO’s individual performance during the fiscal year, which similarly reinforces Rubrik’s focus on operating as one team towards a unified goal. NEO payouts under the FY26 Bonus Program could range from 100% to 105% of each participant’s target bonus opportunity, depending on actual new and expanded ACV attained. We have chosen not to disclose the target performance level for our new and expanded ACV performance measure as such information is proprietary in nature, the disclosure of which could result in competitive harm to Rubrik. For fiscal year 2026, the Compensation Committee and the Board of Directors considered the target performance achievement level for new and expanded ACV to be challenging but achievable with significant and sustained effort requiring circumstances to align as projected. In March 2026, our Compensation Committee reviewed our actual new and expanded ACV performance in fiscal year 2026 against the pre-established goals and determined that based on actual performance, NEO bonuses under the FY26 Bonus Program would be paid out at 100% of each NEO’s target bonus opportunity, as set forth in the table below.

  25. Performance Measurement and Bonus Payout

    | Named Executive Officer | Fiscal Year 2026 Target Annual Bonus Opportunity ($) (1) | FY26 Bonus Program Payout Percentage | Fiscal Year 2026 Annual Cash Bonus Award ($) | | Bipul Sinha | $609,027 | 100.0% | $609,027 | | Kiran Choudary | $282,692 | 100.0% | $282,692 | | Brian McCarthy | $550,000 | 100.0% | $550,000 | | Arvind Nithrakashyap | $199,575 | 100.0% | $199,575 |

  26. Performance Measurement and Bonus Payout

    (1) The target opportunities under the FY26 Bonus Program for Messrs. Sinha, Choudary and Nithrakashyap as shown in this column are based on their respective blended base salary rates for the full fiscal year, accounting for the base salary adjustments that went into effect on May 1, 2025. The target opportunity shown for Mr. Choudary is based on his blended fiscal year 2026 target percentage, accounting for the increase in his target percentage from 50% to 70% of his base salary that went into effect on May 1, 2025.

  27. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation In connection with our initial public offering, we adopted our 2024 Plan, pursuant to which we may grant equity incentive awards to employees, directors, and consultants to Rubrik. We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program to provide our executives with a strong link to our long-term performance, create an ownership culture, help to align the interests of our executives and our stockholders and ensure long-term, sustained retention of our NEOs in a hypercompetitive talent market.

  28. Non-CEO NEO Long-Term Incentives

    Non-CEO NEO Long-Term Incentives We primarily award long-term incentives to our employees, including our NEOs, in the form of RSUs. RSUs serve to further align the interests of our NEOs with those of our stockholders, as the final total value realized depends on the share price on the vesting date. While grants of RSUs do not have explicit performance-vesting conditions, the final value realized by the NEOs from the RSUs is directly related to our future stock price performance. When determining the size of the equity incentive awards granted to our NEOs in fiscal year 2026, the Compensation Committee considered the present value of our NEOs’ unvested equity holdings, particularly the overall retentive value of our NEOs’ existing unvested equity incentive awards on an individualized basis and relative to executives in similar roles at companies in our Compensation Peer Group. Mr. Nithrakashyap’s fiscal year 2026 grant was larger relative to internal and external peers because as a co-founder, he has not received refresh equity awards on a regular annual cadence (he had not received an equity award since January 2022) and as a result, he held relatively fewer unvested equity awards at the time the grants were being made. In consideration of all of the foregoing, the Compensation Committee approved the grant of RSU awards to our NEOs, other than Mr. Sinha, in fiscal year 2026, the values of which are set forth in the table below.

  29. Non-CEO NEO Long-Term Incentives

    | Named Executive Officer | Intended Grant Value ($) (1) | Restricted Stock Units (#) (1) | Grant Date Fair Value ($) | | Kiran Choudary | $13,000,000 | 201,707 (2) | $12,840,668 | | Brian McCarthy (3) | $11,000,000 | 170,675 (2) | $10,865,171 | | Arvind Nithrakashyap | $25,000,000 | 294,951 (4) | $26,424,660 |

  30. Non-CEO NEO Long-Term Incentives

    (1) The number of shares subject to each RSU award was determined by dividing the intended grant value by the average of the daily closing share prices of a share of our Class A common stock for the 20-trading day period ending on (a) for Mr. Choudary and Mr. McCarthy’s awards, March 15, 2025, and (b) for Mr. Nithrakashyap’s award, June 1, 2025. As a result, the grant date fair value for accounting purposes, as shown in this table under “Grant Date Fair Value” and as reported in our Summary Compensation Table, may differ from the intended grant value of each RSU award. (2) These RSUs are subject to vesting over a four-year period commencing on March 15, 2025, with 10% of the grant vesting over the first year (2.5% per quarter), and the remaining 90% vesting in equal quarterly installments over the subsequent three years, in each case, provided that the applicable NEO remains employed with us though each applicable vesting date. Mr. McCarthy forfeited the unvested portion of his award upon his resignation in February 2026. (3) In January 2026, Mr. McCarthy also received awards of 442,022 time-vesting RSUs (with an intended grant value of $30,000,000 and a grant date fair value of $26,424,660) and 147,341 performance stock units (with an intended grant value of $10,000,000 and a grant date fair value of $2,811,262) under our 2024 Plan, vesting based on both Mr. McCarthy’s continued employment with us and the achievement of certain specified stock price hurdles prior to March 15, 2028. These awards were forfeited in their entirety upon his resignation in February 2026. (4) These RSUs are subject to quarterly vesting over a four-year period commencing on March 15, 2025, provided that Mr. Nithrakashyap remains employed with us though each applicable vesting date.

  31. CEO Long-Term Incentives

    CEO Long-Term Incentives Mr. Sinha did not receive an equity incentive award in fiscal year 2026. In June 2022, in consultation with Compensia and in recognition of Mr. Sinha’s instrumental role in achieving our strategic and business goals to date and, more importantly, the significant potential impact of his role on an ongoing basis, our Board of Directors approved the grant of an option to Mr. Sinha, under our 2014 Equity Incentive Plan (the “2014 Plan”), to purchase up to 8,000,000 shares of our Class A common stock, contingent and effective upon a listing event, which was satisfied in April 2024 in connection with our initial public offering. This award was designed to provide both multi-year retention incentives for Mr. Sinha—with the general intent that he would not receive a refresh equity grant until the end of fiscal year 2027 or the beginning of fiscal year 2028—and to align achievement of business and operating objectives with long-term stockholder value creation. Our Board of Directors believed that achievement of the Target Stock Values (as defined and described below) would result in significant value for our stockholders over the performance period. Mr. Sinha’s option is divided into 10 tranches that may be earned as specified in the table below, subject to both (1) a service-based condition and (2) our achievement of Target Stock Value prior to the applicable Option Valuation Expiration Date. “Target Stock Value” with respect to Mr. Sinha’s award is based on the percentage of the price per share at which shares of our Class A common stock were first sold to the public in connection with our initial public offering (“IPO”) ($32) (the “IPO Price”), except as described below in the event of a “sale event.”

  32. CEO Long-Term Incentives

    | Tranche | Number of Shares That May Be Earned | Target Stock Value (% of IPO Price)* | Target Stock Value ($) | Option Valuation Expiration Date | Target Stock Value Achieved as of FYE 2026? | | 1 | 666,667 | 134% | $42.88 | April 24, 2029 | Yes | | 2 | 666,667 | 168% | $53.76 | | Yes | | 3 | 666,667 | 202% | $64.64 | | Yes | | 4 | 666,667 | 236% | $75.52 | | Yes | | 5 | 666,667 | 270% | $86.40 | April 24, 2031 | Yes | | 6 | 666,667 | 303% | $96.96 | | — | | 7 | 666,667 | 337% | $107.84 | | — | | 8 | 666,667 | 371% | $118.72 | | — | | 9 | 1,333,332 | 506% | $161.92 | | — | | 10 | 1,333,332 | 759% | $242.88 | | — |

  33. CEO Long-Term Incentives

    * Stock price measurement did not commence until expiration of the lock-up period. For purposes of the option, the Target Stock Value will be achieved on the date when the volume weighted-average price per share of our Class A common stock during a period of 90 consecutive calendar days equals or exceeds the applicable Target Stock Value. The exercise price per share of the option equals $32. Each tranche of the option will vest on the first date following satisfaction of both the service-based condition and the Target Stock Value subject to Mr. Sinha’s continued service with us as our full-time Chief Executive Officer or co-Chief Executive Officer through such date. The shares underlying each tranche will satisfy the service-based condition in 20 equal quarterly installments (rounding down to the nearest whole share, except for the last vesting installment), beginning on January 27, 2022. Each unvested tranche of the option will expire and be forfeited if the Target Stock Value is not achieved on or before the Option Valuation Expiration Date noted in the table above, and each vested tranche will expire and be forfeited on the tenth anniversary of the grant date. As of January 31, 2026, the Target Stock Value for tranches 1 through 5 of the option have been achieved, and a portion of the option has vested. For a description of the effect on Mr. Sinha’s option of a sale of Rubrik or certain terminations of his employment, please see “Potential Payments Upon Termination or Change in Control” below.

  34. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Regardless of the manner in which a NEO’s service terminates, each NEO is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. In addition, each of our NEOs is eligible to receive certain post-employment benefits under the terms of our Severance and Change in Control Plan (the “Severance Plan”). The Severance Plan is discussed under “Potential Payments Upon Termination or Change in Control” below. Our Compensation Committee believes that severance benefits are important from a retention perspective to provide some level of protection to our NEOs who may be terminated, including in connection with a change in control, and that the amounts are reasonable and maintain the competitiveness of our executive compensation program. Further, our Compensation Committee believes that this structure helps ensure, in the event of a possible change in control, that our NEOs will be available (without concern for their personal financial situations) to perform their regular duties and to advise management and the Board of Directors as to whether the change in control proposal would be in our or our stockholders’ interests. We may also call upon our NEOs to assist in the change in control implementation and transition and to perform other appropriate actions. As further described below, in December 2025, the Compensation Committee approved amendments to the participation agreements for our NEOs, other than Mr. Sinha, to provide for severance benefits upon certain qualifying terminations not related to a change in control.

  35. Hedging and Pledging Policy

    Hedging and Pledging Policy Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives, securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our common stock. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options and other compensatory equity awards issued by us), as well holding our common stock in margin accounts. Additionally, our Insider Trading Policy prohibits pledging securities as collateral for a loan, unless done in accordance with our Pledging Policy. Pursuant to our Pledging Policy, only our CEO is eligible to pledge shares of our common stock. In addition, any proposed pledge must receive pre-clearance from our Compliance Officer and must not exceed 20% of the requesting party’s Rubrik securities. Additionally, the requesting party must demonstrate an ability to repay loan amounts without resort to the securities intended to be pledged and the loan or series of loans must not exceed an aggregate principal amount of $50 million.

  36. Fiscal Year 2026 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 | 2026 | 608,750 | — | — | — | 609,027 | 585,958(5) | 1,803,735 | | | 2025 | 475,000 | 488,750 | — | 138,968,009 | — | 86,849 | 140,018,608 | | | 2024 | 375,000 | 28,125 | — | — | 103,125 | 114,244 | 620,494 | | Kiran Choudary Chief Financial Officer | 2026 | 421,667 | — | 12,840,668 | — | 282,692 | — | 13,545,027 | | | 2025 | 365,000 | 155,125 | 7,873,250 | — | — | — | 8,393,375 | | | 2024 | 365,000 | 27,375 | 12,017,500 | — | 100,375 | — | 12,510,250 | | Brian McCarthy President, Global Sales and Field Operations | 2026 | 550,000 | — | 38,407,564(4) | — | 550,000 | 18,122(6) | 39,525,686 | | | 2025 | 550,000 | — | 7,157,500 | — | 509,196 | — | 8,216,696 | | | 2024 | 550,000 | 15,000 | 9,286,250 | — | 440,053 | 11,654 | 10,302,957 | | Arvind Nithrakashyap Chief Technology Officer(3) | 2026 | 393,333 | — | 26,424,660 | — | 199,575 | 641,374(7) | 27,658,942 |

  37. Grants of Plan-Based Awards in Fiscal Year 2026

    Grants of Plan-Based Awards in Fiscal Year 2026 The following table presents information regarding each plan-based award granted to our NEOs during the fiscal year ended January 31, 2026.

  38. Grants of Plan-Based Awards in Fiscal Year 2026

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Award Type | Grant Date | Threshold ($) | | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Bipul Sinha | Cash Incentive Bonus Plan | — | — | | 609,027 | 639,479 | — | | — | — | — | — | | Kiran Choudary | RSU Award | 3/30/2025 | — | | — | — | — | | — | — | 201,707 | 12,840,668 | | | Cash Incentive Bonus Plan | — | — | | 282,692 | 296,827 | — | | — | — | — | — | | Brian McCarthy | RSU Award | 3/30/2025 | — | | — | — | — | | — | — | 170,675 | 10,865,171 | | | PSU Award | 1/31/2026 | — | | — | — | — | | 147,341 | — | | 2,811,262 | | | RSU Award | 1/31/2026 | — | | — | — | — | | — | — | 442,022 | 24,731,131 | | | Cash Incentive Bonus Plan | — | — | | 550,000 | 577,500 | — | | — | — | — | — | | Arvind Nithrakashyap | RSU Award | 6/30/2025 | — | | — | — | — | | — | — | 294,951 | 26,424,660 | | | Cash Incentive Bonus Plan | — | — | | 199,575 | 209,554 | — | | — | — | — | — |

  39. Grants of Plan-Based Awards in Fiscal Year 2026

    (1)Represents the range of possible payouts to our NEOs for fiscal 2026 under our FY26 Bonus Program. See the section titled “—FY26 Bonus Program” above for additional information. (2)Represents shares of Class A common stock subject to RSU awards or PSU awards, as applicable, granted pursuant to our 2024 Plan. Please see the section titled “—Long-Term Equity Incentive Compensation” above for additional information. (3)Amounts represent the aggregate grant date fair value of stock and option awards granted to our NEOs during fiscal year 2026, computed in accordance with ASC Topic 718. The grant date fair value of the PSU granted to Mr. McCarthy in fiscal year 2026 was calculated in accordance with ASC Topic 718 using a Monte-Carlo simulation model because the PSU award was subject to market conditions. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements included in our Annual Report on Form 10-K for the year ended January 31, 2026. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs.

  40. Outstanding Equity Awards at 2026 Fiscal Year End

    Outstanding Equity Awards at 2026 Fiscal Year End The following table presents information regarding outstanding equity awards held by our NEOs as of January 31, 2026.

  41. Outstanding Equity Awards at 2026 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) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Bipul Sinha | 4/24/2024 | 2,666,640 | 666,695(3) | 4,666,665(3) | 32.00 | 4/24/2034 | — | — | — | — | | Kiran Choudary | 9/18/2018 | 12,515 (4) | — | — | 7.99 | 9/17/2028 | — | — | — | — | | | 9/18/2018 | 28,935(4) | — | — | 7.99 | 9/17/2028 | — | — | — | — | | | 4/13/2022 | — | — | — | — | — | 7,188(5) | 402,169 | — | — | | | 3/24/2023 | — | — | — | — | — | 350,000(6) | 19,582,500 | — | — | | | 3/25/2024 | — | — | — | — | — | 247,500(7) | 13,847,625 | — | — | | | 3/30/2025 | — | — | — | — | — | 186,580(8) | 10,439,151 | — | — | | Brian McCarthy (12) | 4/13/2022 | — | — | — | — | — | 6,250(5) | 349,688 | — | — | | | 3/24/2023 | — | — | — | — | — | 275,000(9) | 15,386,250 | — | — | | | 3/25/2024 | — | — | — | — | — | 225,000(7) | 12,588,750 | — | — | | | 3/30/2025 | — | — | — | — | — | 157,875(8) | 8,833,106 | — | — | | | 1/31/2026 | — | — | — | — | — | | | 147,341(10) | 8,243,729 | | | 1/31/2026 | — | — | — | — | — | 442,022(11) | 24,731,131 | | | | Arvind Nithrakashyap | 6/30/2025 | — | — | — | — | — | 239,648(8) | 13,408,306 | — | — |

  42. Outstanding Equity Awards at 2026 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 $55.95 per share, which was the closing price of our Class A common stock on the NYSE on January 30, 2026, the last trading day of fiscal year 2026. (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 “—Long-Term Equity Incentive Compensation” above for additional information. (4) 25% of the shares subject to the stock option vest on the first anniversary of the vesting commencement date, and the remaining of the shares vested in 36 equal quarterly installments thereafter, subject to the named executive officer’s continued service to us through each applicable vesting date. If Mr. Choudary’s service relationship is terminated by us without cause or Mr. Choudary resigns for good reason (each as defined in the stock option award agreement) within 12 months of a sale event (as defined in our 2014 Plan), 50% of the then unvested shares subject to the stock option will immediately vest as of the date of such termination or resignation. (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 16 equal quarterly installments, measured from March 15, 2022, subject to the NEO’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, measured from March 15, 2023, in respect of 75,000, 125,000, 150,000, and 200,000 shares, respectively, subject to the NEO’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 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 NEO’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 over a four-year period commencing on March 15, 2025, with 2.5% of the RSUs vesting on each of the first four quarterly vesting dates following March 15, 2025, and the remaining RSUs vesting in twelve equal quarterly installments thereafter, in each case subject to the NEO’s continued service through each applicable vesting date. See the section titled “—Long-Term Equity Incentive Compensation” above for additional information. (9) 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 NEO’s continued service to us through each applicable vesting date. The performance-based condition was satisfied in connection with our IPO. (10) The PSUs would have vested on March 15, 2028, subject to Mr. McCarthy’s continued service to the Company through such date and achievement of specified stock price hurdles prior to such date. 50% of this award would have vested to the extent that the average closing price per share of Rubrik’s Class A common stock over the 45 consecutive trading days following January 3, 2028 (the “Price Hurdle”) equaled or exceeded $105. The remaining 50% of this award would have vested to the extent that the Price Hurdle equaled or exceeded $140. This award was forfeited in its entirety in connection with Mr. McCarthy’s resignation from his role as President, Global Sales and Field Operations effective February 6, 2026. (11) The RSUs would have vested 50% on March 15, 2027 and 50% on March 15, 2028, subject to Mr. McCarthy’s continued service to Rubrik through each applicable vesting date. This award was forfeited in its entirety in connection with Mr. McCarthy’s resignation from his role as President, Global Sales and Field Operations effective February 6, 2026. (12) Mr. McCarthy resigned from his role as President, Global Sales and Field Operations effective February 6, 2026. All unvested RSUs and PSUs held by Mr. McCarthy were forfeited in connection with his resignation.

  43. Option Exercises and Stock Vested in Fiscal Year 2026

    Option Exercises and Stock Vested in Fiscal Year 2026 The following table shows certain information regarding options exercised and stock vested with respect to our NEOs for the fiscal year ended January 31, 2026.

  44. Option Exercises and Stock Vested in Fiscal Year 2026

    | | 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) | | Bipul Sinha | — | — | — | — | | Kiran Choudary | 43,000 | 3,107,310 | 196,377 | 14,286,277 | | Brian McCarthy | — | — | 219,050 | 15,829,883 | | Arvind Nithrakashyap | — | — | 217,803 | 16,510,879 |

  45. Option Exercises and Stock Vested in Fiscal Year 2026

    (1) The value realized on exercise is based on the difference between the closing price of our Class A common stock on the date of exercise and the exercise price of the applicable options multiplied by the number of shares underlying the exercised options, and does not represent actual amounts received by our NEOs as a result of the option exercises. (2) The value realized on vesting is based on the total number of shares of common stock issued to each NEO upon the vesting of the award multiplied by the closing price of our Class A common stock on the vesting date, and does not represent actual amounts received by our NEOs as a result of the vesting event.

  46. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control In March 2023, we adopted the Severance Plan, under which our NEOs participate pursuant to their respective participation agreements. Under the Severance Plan, in the event of an involuntary termination without Cause (as defined in the Severance Plan) or a resignation for Good Reason (as defined in the Severance Plan) that occurs during the period beginning three months prior to and ending 12 months following a Change in Control (as defined in the Severance Plan), Mr. Sinha is entitled to a lump sum cash payment equal to 18 months of base salary, and each of Messrs. Choudary and Nithrakashyap is entitled to a lump sum cash payment equal to 12 months of base salary. In addition, each NEO is entitled to a lump sum cash payment equal to 100% of his annual target cash bonus, payment of COBRA premiums for up to 12 months and full acceleration of outstanding time-vesting equity awards, with performance-based awards vesting in accordance with the terms of the applicable award agreements. Pursuant to amended participation agreements under the Severance Plan approved in December 2025, in the event of an involuntary termination without Cause or resignation for Good Reason that does not occur in connection with a Change in Control, each NEO, other than Mr. Sinha, is entitled to (i) a lump sum payment equal to three months of base salary, (ii) a lump sum payment equal to 100% of his annual target cash bonus, subject to continued employment for at least 90% of the applicable fiscal year, (iii) payment of COBRA premiums for up to 12 months and (iv) continued vesting of outstanding time-vesting equity awards until the next quarterly vesting date, subject to a maximum aggregate value of $3,000,000. Brian McCarthy, our former President, Global Sales and Field Operations and an NEO, resigned from his role effective February 6, 2026. Mr. McCarthy was subject to the Severance Plan but was not eligible to receive any severance payments or benefits in connection with his resignation. All severance benefits under the Severance Plan and Amended Participation Agreements are subject to each NEO’s execution of an effective release of claims against us. The following table presents information concerning estimated payments and benefits that would be provided in the circumstances described below for each of our NEOs serving as of the end of the fiscal year ended January 31, 2026. The payments and benefits set forth below are estimated assuming that the termination or Change in Control occurred on January 30, 2026 (the last business day of our fiscal year ended January 31, 2026) using the closing market price of our stock on that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits.

  47. Potential Payments Upon Termination or Change-in-Control

    | | Covered Termination Not in Connection with a Change in Control (1) | | | | Covered Termination in Connection with a Change in Control (2) | | | | Death or Disability, as applicable | | Name | Cash Severance ($) | Continued Benefits ($) | Equity Acceleration ($) | Total ($) | Cash Severance ($) | Continued Benefits ($) | Equity Acceleration ($) | Total ($) | Equity Acceleration ($) | | Bipul Sinha | — | — | 15,967,345(5) | 15,967,345 | 1,550,000(7) | 42,114(4) | 15,967,345(5) | 17,559,459 | 15,967,345 | | Kiran Choudary | 337,500(3) | 32,434(4) | $3,000,000.(6) | 3,369,934 | $675,000(7) | 32,434(4) | 44,271,445(8) | 44,978,879 | — | | Arvind Nithrakashyap | 311,250(3) | 42,114(4) | 1,031,382(6) | 1,384,746 | $622,500(7) | 42,114(4) | 13,408,306(8) | 14,072,920 | — |

  48. Potential Payments Upon Termination or Change-in-Control

    (1) A “Covered Termination” not in connection with a “Change in Control” means an NEO’s Separation from Service (as defined in the Severance Plan) due to (i) a termination by Rubrik without Cause (as defined in the Severance Plan) and other than as a result of the NEO’s death or disability, or (ii) resignation by the NEO for Good Reason (as defined in the Severance Plan). (2) A “Covered Termination” in connection with a “Change in Control” means a Covered Termination, as defined in footnote (1), that occurs during the period commencing three months prior to, and ending 12 months following, the Closing of a Change in Control (as defined in the Severance Plan). In the case of a resignation for Good Reason, the resignation must comply with the notice and cure requirements set forth in the Severance Plan. (3) Represents (i) three months of the NEO’s base salary, and (ii) 100% of the NEO’s target annual bonus opportunity. (4) Represents 12 months of the NEO’s COBRA benefits continuation. (5) Represents the value of the unvested portion of Mr. Sinha’s outstanding option award that would accelerate upon a Covered Termination, based on the vesting conditions satisfied as of January 31, 2026, and in accordance with the terms of the applicable option agreement, based on the closing price of our Class A common stock, as reported on the NYSE, of $55.95 per share on January 30, 2026. Pursuant to the terms of the option agreement, the option would remain exercisable for up to 12 months following such Covered Termination (or until the original expiration date, if earlier), death, or disability, as applicable. (6) Represents the value of outstanding time-vesting equity awards that would continue to vest through March 15, 2026, based on the closing price of our Class A common stock, as reported on the NYSE, of $55.95 per share on January 30, 2026. (7) Represents (i) 12 months of base salary for each NEO (18 months for Mr. Sinha), and (ii) 100% of the NEO’s target annual bonus opportunity. (8) Represents 100% acceleration of the NEO’s outstanding and unvested time-vesting equity awards, based on the closing price of our Class A common stock, as reported on the NYSE, of $55.95 per share on January 30, 2026.

  49. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align NEO compensation with Company performance, refer to the “Compensation Discussion and Analysis” beginning on page 28.

  50. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section beginning on page 28. The following table provides information regarding compensation actually paid to the PEO and non-PEO NEOs for each from 2025 to 2026, compared to our total shareholder return (“TSR”) and an index of peer companies starting from April 25, 2024 through the end of each such year and our net income for each such year. April 25, 2024 is the first day our common stock began trading on the New York Stock Exchange. For the fiscal years covered in the table below, Rubrik’s executive compensation program did not link compensation actually paid to our NEOs to the achievement of one or more specified financial performance measures, nor did it rely on other formulaic or other arithmetic approaches to determine such compensation, and as such, we do not have a “company-selected measure” (within the meaning of Item 402(v) of Regulation S-K).

  51. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO ($)(1&2) | Compensation Actually Paid to PEO ($)(1&3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1&2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1&3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(4) | Net Income (millions) ($)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2026 | $1,803,735 | $(26,103,301) | $26,909,885 | $14,908,598 | $151.22 | $156.37 | ($0.35) | | 2025 | $140,018,608 | $339,919,410 | $8,305,036 | $45,694,785 | $198.03 | $124.47 | ($1.15) |

  52. Required Tabular Disclosure of Pay Versus Performance

    (1) NEOs included in these columns reflect the following:

  53. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2026 | Bipul Sinha | Kiran Choudary, Brian McCarthy, Arvind Nithrakashyap | | 2025 | Bipul Sinha | Kiran Choudary, Brian McCarthy |

  54. Required Tabular Disclosure of Pay Versus Performance

    (2) Amounts reflect Summary Compensation Table Total Compensation for our PEO and average for our non-PEO NEOs for each corresponding year. (3) The following table details the adjustment to the Summary Compensation Table Total Compensation for our PEO, as well as the average for our other NEOs, to determine CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our PEO or other NEOs during the applicable year.

  55. Required Tabular Disclosure of Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2026 (For PEO) | Fiscal Year 2025 (For PEO) | | | Fiscal Year 2026 (Average For Non-PEO NEOs)1 | Fiscal Year 2025 (Average For Non-PEO NEOs)1 | | Summary Compensation Table Total | $1,803,735 | | 140,018,608 | | $26,909,885 | $8,305,036 | | (Minus): Grant date fair value of option and stock awards granted in fiscal year | - | ($138,968,009) | | | ($27,701,786) | ($7,515,375) | | (Minus): Change in pension value | - | - | | | - | - | | Plus: Pension service cost and associated prior service cost | - | - | | | - | - | | Plus: Fair value at fiscal year-end of outstanding and unvested option and stock awards granted in fiscal year | - | | 293,656,070 | | $20,074,320 | $19,233,375 | | Plus/(Minus): Change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years | $(45,293,709) | - | | | $(6,413,815) | $21,727,136 | | Plus: Fair value at vesting of option and stock awards granted in fiscal year that vested during fiscal year | - | | 29,083,884 | | $2,273,006 | - | | Plus/(Minus): Change in fair value as of vesting date of option and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | $17,386,673 | | 16,128,857 | | $(233,012) | $3,944,613 | | (Minus): Fair value as of the spin-off date of option and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | - | - | | | - | - | | Plus: Value of dividends or other earnings paid on option and stock awards not otherwise reflected in total compensation | - | - | | | - | - | | Compensation Actually Paid | $(26,103,301) | | | $339,919,410 | $14,908,598 | $45,694,785 |

  56. Required Tabular Disclosure of Pay Versus Performance

    (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. For PSUs and PSOs, fair values were estimated using a Monte Carlo simulation model, using assumptions that are generally consistent with those used to estimate fair value at grant date. The fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. See “Stock Compensation Plans” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the corresponding fiscal year, where we explain assumptions made in valuing equity awards at grant. (c) Amount of equity award adjustments may differ from the amount reported in the table above due to rounding. (d) Neither the PEO, nor the Non-PEO NEOs participate in a pension plan. As such, the relevant pension numbers included in the table above are zero. (4) The amounts reflect the cumulative total shareholder return of our common stock (column (f)) and the peer group of companies used in our Stock Performance Graph in Form 10-K (column (g)) at the end of each fiscal year. In each case, assume an initial investment of $100 on the IPO date of April 25, 2024, and reinvestment of dividends, if any. (5) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.