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Eric Brandt

Director at NutanixNutanix
Board

About Eric K. Brandt

Eric K. Brandt (age 63) is an independent director of Nutanix, appointed in May 2025, serving on the Audit Committee and the Security and Privacy Committee; he is designated an audit committee financial expert. He previously served as CFO of Broadcom (2007–2016), CEO of Avanir Pharmaceuticals, and CFO of Allergan, and holds a B.S. in Chemical Engineering from MIT and an MBA from Harvard Business School . The Board has determined Mr. Brandt is independent under Nasdaq rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
Broadcom CorporationChief Financial Officer2007–2016 Scaled company via organic growth and acquisitions
Avanir Pharmaceuticals, Inc.President & CEONot disclosed Led product advancement and operational transformation
Allergan, Inc.Chief Financial OfficerNot disclosed Oversaw global manufacturing and technical operations

External Roles

CompanyRoleTenureNotes
Option Care Health, Inc.DirectorSince May 2024 Healthcare; board service ongoing
Gen Digital Inc.DirectorSince Feb 2020 Consumer cybersecurity
Lam Research CorporationDirectorSince Sep 2010 Semiconductor equipment
The Macerich CompanyDirectorJun 2018–Jun 2025 REIT; prior service concluded 2025

Board Governance

ItemDetail
IndependenceIndependent director
CommitteesAudit (member; joined June 2025), Security & Privacy (member; joined Sept 2025)
Audit ExpertAudit committee financial expert designation
AttendanceEach director attended ≥75% of Board and applicable committee meetings in FY2025
Meeting Counts (FY2025)Board: 9; Audit: 14; Compensation: 6; Nominating & Governance: 6; Security & Privacy: 3
Board LeadershipIndependent Chair (Virginia Gambale); CEO separate from Chair
Executive SessionsNon‑employee directors meet in executive session periodically, at least twice a year

Fixed Compensation

ComponentAmountNotes
Annual cash retainer (Board member)$50,000 Paid quarterly in arrears
Board Chair additional cash retainer$107,500 N/A to Brandt
Lead Independent Director additional cash retainer$47,500 N/A to Brandt
Committee Chair feesAudit: $30,000; Compensation: $20,000; Nominating & Governance: $15,000; Security & Privacy: $15,000 N/A to Brandt (member, not chair)
Committee member feesAudit: $12,500; Compensation: $10,000; Nominating & Governance: $7,500; Security & Privacy: $7,500 Applies based on assignments
Annual RSU award (board service)$250,000 Vests on earlier of day prior to next annual meeting or one-year anniversary; prorated for mid-year appointees
FY2025 Actual (Brandt)Amount ($)
Fees earned or paid in cash12,466
Stock awards (RSUs, grant-date fair value)170,193
Option awards
Total182,659
Outstanding Director Equity Awards at FY2025 Year-EndValue
# of outstanding options (shares)
# of outstanding RSUs (shares)2,110

No perquisites; reasonable travel reimbursed only . Non‑employee director annual equity/cash limits: $750,000 (or $1.5M initial) per fiscal year .

Performance Compensation

Performance MetricDesignFY2025 Director Application
Director equity structureTime‑based RSUs (no performance conditions) RSUs vest on the earlier of day prior to next annual meeting or one‑year anniversary; Brandt’s FY2025 stock awards reflect pro‑ration
Change‑of‑control treatment (directors)Director equity accelerates upon change in control; no automatic single‑trigger for employees Applies to non‑employee director awards
ClawbackAwards subject to compensation recovery policy per SEC/Nasdaq rules Applicable

Other Directorships & Interlocks

ItemDetail
Compensation committee interlocksNone; no reciprocal executive service on other entities’ comp committees by NTNX executives
Related-party interlocks/conflictsNone disclosed involving Brandt; Audit Committee oversees related party transactions
Sector overlap analysisCurrent boards span healthcare, cybersecurity, and semiconductor equipment; Nutanix primarily software; no direct competitive interlock disclosed

Expertise & Qualifications

  • Audit/finance expertise; designated audit committee financial expert .
  • Senior executive leadership across technology and healthcare; capital allocation and enterprise risk governance .
  • IT infrastructure, cloud software, and cybersecurity oversight experience supports Security & Privacy Committee role .
  • Education: B.S. Chemical Engineering (MIT); MBA (Harvard Business School) .

Equity Ownership

MetricValue
Total beneficial ownership2,110 shares; consists of RSUs vesting within 60 days of Oct 14, 2025
Ownership % of outstanding<1%
Vested vs unvested2,110 outstanding RSUs as of Jul 31, 2025; options none
Hedging/PledgingProhibited by Insider Trading Policy
Director stock ownership guideline≥5x annual cash retainer; compliance by fifth anniversary of joining board

Governance Assessment

  • Strengths: Independent status, audit committee financial expert, membership on Audit and Security & Privacy committees, and strong multi‑sector governance background; attendance ≥75% with active committee participation .
  • Alignment: Director compensation balanced with cash retainer and time‑based RSUs; stock ownership guidelines and hedging/pledging prohibitions reinforce alignment .
  • Risk/Red Flags: None disclosed in related‑party transactions; Section 16(a) filings compliant; note single‑trigger acceleration for director equity in change‑of‑control (can be shareholder‑unfriendly in some views) .
  • Shareholder context: 2024 say‑on‑pay support at ~73% for NEOs; ongoing engagement and plan design changes (e.g., evergreen elimination) demonstrate responsiveness though not directly tied to director pay .