Eric Brandt
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Corporation | Chief Financial Officer | 2007–2016 | Scaled company via organic growth and acquisitions |
| Avanir Pharmaceuticals, Inc. | President & CEO | Not disclosed | Led product advancement and operational transformation |
| Allergan, Inc. | Chief Financial Officer | Not disclosed | Oversaw global manufacturing and technical operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Option Care Health, Inc. | Director | Since May 2024 | Healthcare; board service ongoing |
| Gen Digital Inc. | Director | Since Feb 2020 | Consumer cybersecurity |
| Lam Research Corporation | Director | Since Sep 2010 | Semiconductor equipment |
| The Macerich Company | Director | Jun 2018–Jun 2025 | REIT; prior service concluded 2025 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit (member; joined June 2025), Security & Privacy (member; joined Sept 2025) |
| Audit Expert | Audit committee financial expert designation |
| Attendance | Each 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 Leadership | Independent Chair (Virginia Gambale); CEO separate from Chair |
| Executive Sessions | Non‑employee directors meet in executive session periodically, at least twice a year |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 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 fees | Audit: $30,000; Compensation: $20,000; Nominating & Governance: $15,000; Security & Privacy: $15,000 | N/A to Brandt (member, not chair) |
| Committee member fees | Audit: $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 cash | 12,466 |
| Stock awards (RSUs, grant-date fair value) | 170,193 |
| Option awards | — |
| Total | 182,659 |
| Outstanding Director Equity Awards at FY2025 Year-End | Value |
|---|---|
| # 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 Metric | Design | FY2025 Director Application |
|---|---|---|
| Director equity structure | Time‑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 |
| Clawback | Awards subject to compensation recovery policy per SEC/Nasdaq rules | Applicable |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | None; no reciprocal executive service on other entities’ comp committees by NTNX executives |
| Related-party interlocks/conflicts | None disclosed involving Brandt; Audit Committee oversees related party transactions |
| Sector overlap analysis | Current 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
| Metric | Value |
|---|---|
| Total beneficial ownership | 2,110 shares; consists of RSUs vesting within 60 days of Oct 14, 2025 |
| Ownership % of outstanding | <1% |
| Vested vs unvested | 2,110 outstanding RSUs as of Jul 31, 2025; options none |
| Hedging/Pledging | Prohibited 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 .