Craig Conway
NutanixAbout Craig Conway
Craig Conway, age 71, is an independent director of Nutanix (NTNX) serving since 2017, with more than four decades in enterprise software and cloud platforms. He serves on the Compensation Committee and the Nominating and Corporate Governance Committee, and is classified as independent under Nasdaq rules. Conway holds a B.S. in Computer Science and Mathematics from SUNY Brockport, and has previously held CEO roles at PeopleSoft, One Touch Systems, and TGV Software, and senior leadership at Oracle.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PeopleSoft, Inc. | President & CEO | 1999–2004 | Led product expansion, scaling, strategic transformation |
| One Touch Systems | President & CEO | 1996–1999 | High-bandwidth network company leadership |
| TGV Software | President & CEO | 1993–1996 | Network protocol and applications leadership |
| Oracle Corporation | Executive Vice President | 1985–1992 | Senior operating role in global software/services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Salesforce, Inc. | Director | Since Oct 2005 | Cloud CRM; served on audit/compensation/security/business transformation committees across boards |
| Paylocity Holding Corp. | Director | Since Mar 2024 | Cloud HCM/payroll |
| Advanced Micro Devices (prior) | Director | 2009–2013 | Prior public company board service |
| Guidewire Software (prior) | Director | 2010–2019 | Prior public company board service |
Board Governance
- Independence: Nutanix determined Conway is independent (eight of nine directors are independent).
- Committee assignments: Compensation Committee (member); Nominating and Corporate Governance Committee (member).
- Attendance: In FY2025, each director attended ≥75% of Board and committee meetings; Board met 9x, Compensation 6x, Nominating 6x. All nine directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Virginia Gambale); regular executive sessions without management.
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Director since | 2017 |
| Current committees | Compensation (member); Nominating & Corporate Governance (member) |
| FY2025 attendance | ≥75% of meetings; Board 9x; Comp 6x; Nominating 6x |
Fixed Compensation
- Nutanix non-employee director policy: $50,000 annual cash retainer; committee retainers ($20,000 chair/$10,000 member for Compensation; $15,000 chair/$7,500 member for Nominating); Board Chair $107,500; annual RSU grant target $250,000; no perquisites.
- Conway’s FY2025 compensation: $67,500 cash; $240,818 stock awards; total $308,318. FY2024: $67,685 cash; $280,170 stock awards; total $347,855.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees ($) | 67,685 | 67,500 |
| Stock awards ($, grant-date fair value) | 280,170 | 240,818 |
| Total ($) | 347,855 | 308,318 |
Performance Compensation
- Directors receive time-based RSUs (no performance-based director awards). RSUs vest on the earlier of the day prior to the next annual meeting or the one-year anniversary, subject to continued service; no dividends on unvested awards; stockholder approval required for repricing/exchange; no automatic single-trigger vesting on change of control.
- Outstanding RSUs at FY2025 year-end: Conway 3,646 shares. At FY2024 year-end: 6,088 shares.
| RSU Detail | FY2024 | FY2025 |
|---|---|---|
| Outstanding RSUs (shares) | 6,088 | 3,646 |
| Vesting schedule | Annual meeting/1-year vest contingent on service | Annual meeting/1-year vest contingent on service |
| Dividends on unvested awards | No | No |
Other Directorships & Interlocks
| Company | Relationship to NTNX | Potential interlock/transactions |
|---|---|---|
| Salesforce, Inc. | Outside public board | No related-party transactions >$120k disclosed; Audit Committee approves related-party transactions; policy prohibits material conflicts. |
| Paylocity Holding Corp. | Outside public board | No related-party transactions >$120k disclosed; policy framework in place. |
Expertise & Qualifications
- Enterprise software and cloud platform leadership; CEO experience across multiple technology companies; deep go-to-market, product development, and organizational transformation expertise.
- Board experience across sectors including AI-enabled software and data-centric environments; committee experience (audit, compensation, security).
- Education: B.S. Computer Science & Mathematics, SUNY Brockport.
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares beneficially owned | 43,097 (includes 39,451 shares held and 3,646 RSUs vesting within 60 days) |
| % of shares outstanding | Less than 1% (based on 270,785,598 shares outstanding as of Oct 14, 2025) |
| Shares pledged/hedged | Company policy prohibits hedging, short sales, pledging, and derivative transactions for directors/executives. |
| Director ownership guideline | Minimum 5x annual cash retainer; expected within 4–5 years depending on join date. |
Governance Assessment
- Strengths: Independent status; active roles on Compensation and Nominating committees; robust attendance; strong technology/operator background; director compensation aligned to market and equity-heavy structure; ownership guidelines; hedging/pledging prohibited; compensation recovery policy in place.
- Compensation Committee quality: 100% independent; uses independent consultant (Compensia); no interlocks; oversees CEO/NEO pay, equity plans, and succession.
- Related-party/conflict check: No related-party transactions >$120,000 since Aug 1, 2024; Audit Committee oversight of related persons; majority voting and irrevocable resignation policy for directors lacking majority support.
- Shareholder sentiment signals: 2024 say-on-pay support ~73%; Committee responded by avoiding supplemental one-time awards in FY2025 and evolving incentive metrics to non-GAAP operating margin and ARR mix.
Notes on Compensation Structure and Signals
- Year-over-year director equity values declined (FY2024 $280,170 to FY2025 $240,818), consistent with $250k target RSU policy and share price dynamics; cash fees flat (~$67.5k).
- Plan design enhancements: No dividends on unvested awards; no liberal share recycling; no single-trigger CoC vesting; stockholder approval required for repricing/exchange.
- Stock ownership alignment: RSUs vest annually; director ownership guidelines at 5x cash retainer.
Committee Membership Detail (for context)
| Committee | Composition | Chair | Conway’s Role |
|---|---|---|---|
| Compensation | Templeton (Chair), Conway, de Groen | Mark Templeton | Member |
| Nominating & Corporate Governance | Gambale (Chair), Conway, Gomo | Virginia Gambale | Member |
| Audit | Gomo (Chair), Brandt, de Groen, Sheppard | Steven J. Gomo | Not a member |
| Security & Privacy | Sheppard (Interim Chair), Brandt, Lavender, Templeton | Gayle Sheppard | Not a member |
Risk Indicators & Red Flags
- No red flags identified: No related-party transactions; strong attendance; independent status; no hedging/pledging; compensation recovery policy; majority voting with resignations.
- Monitoring areas: External board commitments (Salesforce, Paylocity) for time/attention; standing review by Audit Committee for any potential related transactions; continued responsiveness to shareholder feedback on executive pay.
Appendix: Director Compensation Policy Snapshot
| Item | Amount |
|---|---|
| Annual cash retainer (Board member) | $50,000 |
| RSU annual grant (target value) | $250,000 |
| Committee member retainers | Compensation $10,000; Nominating $7,500; Audit $12,500; Security & Privacy $7,500 |
| Committee chair retainers | Compensation $20,000; Nominating $15,000; Audit $30,000; Security & Privacy $15,000 |
| Board Chair additional retainer | $107,500 |
| Lead Independent Director | $47,500 |