Gayle Sheppard

About Gayle Sheppard

Independent director of Nutanix (NTNX) since 2022; age 71 . She brings 40+ years in enterprise software, cloud infrastructure, AI/ML, and cybersecurity, including senior leadership at Microsoft (Azure Data, Cloud & AI) and Intel (Saffron AI/ML) and as CEO of Bright Machines . She is deemed independent under Nasdaq rules, with NTNX’s board finding eight of nine directors independent in 2025 and 2024, including Sheppard . In FY2025 and FY2024, each director attended at least 75% of board and committee meetings .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Audit Committee member; Security and Privacy Committee interim chair .
• Independence: Determined independent by NTNX board; eight of nine directors independent in 2025 (and 2024) .
• Attendance: ≥75% attendance in FY2025 and FY2024 across board and assigned committees .
• Board declassification: NTNX declassified board commencing with 2025 annual meeting; all directors stand annually thereafter .
• Security & Privacy scope (as interim chair): Oversight of cybersecurity/product security, incident response/BCP/DR, and global AI, data protection and privacy compliance; governance frameworks for responsible AI; AI models/data lifecycle .

Fixed Compensation

Performance Compensation

• Structure: Annual RSU grants to non-employee directors (time-based, not performance-based) with policy value of $250,000 vesting on the earlier of the day prior to next annual meeting or 1-year anniversary, subject to service .
• FY2024 and FY2025 director RSUs granted and outstanding:

Other Directorships & Interlocks

• NTNX disclosure indicates no related party transactions >$120,000 involving directors since Aug 1, 2024 (current) or since Aug 1, 2023 (prior) .

Expertise & Qualifications

• Technical: AI/ML, enterprise data platforms, cloud services, cybersecurity; sovereign cloud and confidential computing; regulated-industry transformations .
• Governance: Security and Privacy oversight; Audit Committee member (not designated “financial expert” unlike other members) .
• Education: B.S., University of South Florida; Certificates in AI (MIT Sloan) and Corporate Governance (Wharton) .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths:
  • Deep technology and AI/cybersecurity expertise aligned with Security & Privacy committee leadership; focus on AI governance and privacy compliance .
  • Independent director with consistent meeting attendance and clear separation of CEO and Chair roles on the board .
  • Ownership aligned with policy and shareholder interests; meaningful personal stake; no hedging/pledging permitted by policy .
  • No related-party transactions disclosed; robust Audit Committee oversight .
• Watch items:
  • Not designated as “audit committee financial expert” (others are), while serving on Audit Committee .
  • Recent small open-market sales; monitor pattern vs. scheduled vesting and tax withholding to assess signal (no concern disclosed) [insider trades table above].

Director Compensation Policy (Context)

• Non-employee director policy: $50,000 board retainer; committee member fees: Audit $12,500; Compensation $10,000; Nominating & Governance $7,500; Security & Privacy $7,500; committee chair fees higher (Audit $30,000; Compensation $20,000; Nominating & Governance $15,000; Security & Privacy $15,000). Annual RSU grant policy $250,000; director award caps $750,000 cash-settled or stock-settled per fiscal year ($1.5M initial service) .

Say-on-Pay & Shareholder Feedback (Board Environment)

• 2024 say‑on‑pay support ~73%; stockholder outreach covered >51% of outstanding shares, with board/Compensation Chair participation in engagements; committee emphasized performance-based design, capped evergreen removal, and governance enhancements to equity plan (2025) .

Compensation Committee Analysis (Context)

• Compensation Committee members: Chair Mark Templeton; members Craig Conway and Max de Groen; all independent; no interlocks or insider participation disclosed .

Related Party Transactions

• None involving directors/executives above $120,000 since Aug 1, 2024 (2025 proxy) or since Aug 1, 2023 (2024 proxy); policy requires Audit Committee approval, with enumerated exceptions (e.g., broad employee transactions) .

Risk Indicators & Red Flags

• Hedging/pledging prohibited; 10b5-1 pre-clearance required for insiders .
• Section 16(a) compliance: no delinquent filings reported in 2025 .
• No legal proceedings or SEC investigations disclosed pertaining to director (general filing); related party transactions none .

Compensation Peer Group (Context)

• NTNX peer group updated by Compensation Committee for FY2026 to include Cloudflare, Datadog, Snowflake, Zscaler (removing Box, Commvault, Informatica, Teradata), reflecting scale and competitive dynamics .

Working Notes on Committees and Impact

• Audit Committee responsibilities include financial reporting integrity, internal controls, enterprise risk, and related-person transaction oversight; current chair Steven J. Gomo; members include Sheppard, Brandt, and de Groen .
• Security & Privacy responsibilities include cybersecurity metrics, product security, incident response/BCP/DR, and AI/data governance; interim chair Sheppard; members Brandt, Lavender, Templeton .

Director Stock Ownership Guidelines

• Requirement: hold a minimum aggregate value equal to 5× the board cash retainer by the fourth annual meeting after joining (fifth for new directors) . Actual beneficial ownership and market value indicate guideline met as of FY2025 using July 31, 2025 close ($75.17) .

Quantitative Appendices

Director Compensation & Equity (Chronology from oldest → newest)

Committee Service Snapshot (2024 → 2025)

All data points and statements are sourced from NTNX DEF 14A (2024, 2025) and SEC Form 4 filings linked above.