Brian Martin
NutanixAbout Brian Martin
Brian Martin, 63, has served as Nutanix’s Chief Legal Officer since June 2024, following an employment letter dated April 29, 2024; he holds a B.S. in Economics from the University of Rochester and a J.D. from SUNY Buffalo Law School . His fixed pay is anchored by a $475,000 base salary with a 75% target annual incentive; FY2025 actual non‑equity incentive paid was $452,081, reflecting participation in the Executive Incentive Compensation Plan aligned to corporate objectives approved by the Compensation Committee . Martin’s long‑term incentives include time‑based RSUs and PRSUs with performance tied to Nutanix’s relative TSR versus Nasdaq Composite peers, with payouts ranging from 0–200% of target subject to caps and service‑based vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lyten, Inc. | Executive Vice President & General Counsel | Jul 2021–May 2024 | Senior legal leadership at a supermaterial applications company . |
| Juniper Networks, Inc. | SVP, General Counsel & Secretary | Oct 2015–Jul 2021 | Led legal function at a global networking company . |
| KLA Corporation (KLA‑Tencor) | General Counsel | 2007–Sep 2015 | Guided legal affairs for a leading electronics industry equipment company . |
| Sun Microsystems, Inc. | Senior Legal Positions | ~10 years earlier in career | Held multiple senior legal roles at a network computing company . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $54,808 | $475,000 |
| Target Annual Incentive ($) | $41,106 (prorated) | $356,250 (75% of base; by policy, NEO target aligned to role and market; specific FY2025 target not itemized by name) |
| Target Annual Incentive (% of Base) | 75% | 75% |
| Actual Non‑Equity Incentive Paid ($) | $28,774 | $452,081 |
| All Other Compensation ($) | — (not itemized for Martin in FY2024 beyond total line) | $3,000 (company retirement contributions) |
| Total Compensation ($) | $2,760,267 | $5,114,287 |
Performance Compensation
Annual Cash Incentive (Executive Incentive Compensation Plan)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate objectives (aligned to annual operating plan; three components) | Not disclosed | $356,250 FY2025 policy basis; FY2024 prorated $41,106 | Not disclosed by component | $452,081 (FY2025) | Annual plan; payout based on Committee assessment |
Long‑Term Equity Awards
| Award Type | Grant Date | Target/Units | Grant Date Fair Value ($) | Metric | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 7/10/2024 | 45,199 units | $2,676,685 | Time‑based | N/A | 25% vests on Dec 15, 2025; remaining 75% in 16 equal quarterly installments thereafter, subject to service |
| PRSUs | 9/10/2024 | 45,372 target units (included in FY2025 annual target award) | Included in FY2025 stock awards total $4,184,206 | Relative TSR vs Nasdaq Composite; multi‑period design | 0–200% of target; first two periods capped at 100%; value cap applies to protect maximum vest value | Eligible to vest in installments after 1‑, 2‑, and 3‑year performance periods; vests on Sep 15 following each period, subject to continued service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 10/14/2025) | 5,166 shares; <1% of outstanding . Shares outstanding: 270,785,598 . |
| Ownership as % of Shares Outstanding | ~0.0019% (5,166 / 270,785,598) . |
| Unvested RSUs (as of 7/31/2025) | 45,199 units; market value $3,397,609 at $75.17/share . |
| Unearned PRSUs (as of 7/31/2025) | 90,744 units; market value $6,821,226 at $75.17/share . |
| Options (Exercisable/Unexercisable) | None disclosed . |
| Shares Pledged as Collateral | Not disclosed; plan generally restricts pledging of awards . |
| Stock Ownership Guidelines (NEOs) | Minimum ownership equal to 100% of base salary; expected to achieve within five years . |
| Compliance Status | As of 7/31/2025, all NEOs met guidelines except Mr. Martin (joined June 2024) . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Letter | April 29, 2024; at‑will . |
| Position | Chief Legal Officer since June 2024 . |
| Base Salary | $475,000 . |
| Target Annual Incentive | 75% of base salary . |
| Initial RSU Grant | 45,199 RSUs; 25% vest on Dec 15, 2025, remainder in equal quarterly installments . |
| Initial PRSU Grant | Granted in Q1 FY2025 per offer; consistent terms with other executives; Committee approved . |
| Severance (Non‑Change‑of‑Control) | Lump sum = 100% of base salary ($475,000) + up to 12 months health benefits ($33,631 as of 7/31/2024); requires release . |
| Change‑of‑Control Severance | Lump sum = 100% of base salary ($475,000) + 100% of annual incentive target ($356,250) + health benefits ($33,631 as of 7/31/2024); accelerated vesting valued at $2,283,001 at 7/31/2024 . |
| Vesting Treatment at COC | No automatic single‑trigger acceleration; awards treated per plan, and accelerate only if not assumed/substituted; employee awards generally require termination (“double trigger”) . |
| Clawback | Awards subject to compensation recovery policy under restated plan . |
| Tax Gross‑Ups | Restated plan provides no tax gross‑ups . |
| Proprietary Info Agreement | Standard proprietary information and invention assignments required . |
Investment Implications
- Near‑term selling pressure: No FY2025 vesting or option exercises; first RSU tranche (25%) vests Dec 15, 2025, creating a discrete liquidity event followed by steady quarterly vesting thereafter .
- Alignment: Material unvested RSUs (45,199) and PRSUs (90,744) tie realizable value to continued service and relative TSR, supporting performance alignment; PRSU caps mitigate windfall risk .
- Ownership: Current beneficial ownership (5,166 shares, ~0.0019%) is modest and below NEO ownership guidelines; expected compliance within five years reduces immediate forced accumulation risk but indicates lower near‑term “skin in the game” .
- Retention risk and protections: Participation in Executive Severance and Change‑of‑Control policies with double‑trigger treatment and cash severance multiples at 1x salary (and 1x target bonus in COC) provide standard market protections without single‑trigger acceleration, reducing perverse incentives around M&A timing .
- Governance safeguards: Clawback coverage, no tax gross‑ups, and restrictions on award pledging under the restated plan are shareholder‑friendly features that lower governance risk .