Mark Templeton
NutanixAbout Mark Templeton
Mark Templeton (age 73) is an independent director of Nutanix, serving since 2023; he is Chair of the Compensation Committee and a member of the Security and Privacy Committee. He previously served as CEO of Citrix Systems (2001–2015) and DigitalOcean (2018–2019), and is qualified as an audit committee financial expert. Education: B.A. (North Carolina State University), MBA (Darden, University of Virginia), and an honorary doctorate from Nova Southeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citrix Systems, Inc. | Chief Executive Officer; President; VP Marketing | CEO: Jun 2001–Oct 2015; President: Jan 1998–Oct 2015; VP Marketing: Jun 1995–Jan 1998 | Led platform scaling, product strategy, and global go-to-market for virtualization, networking, and SaaS technologies . |
| DigitalOcean, Inc. | Chief Executive Officer | Jun 2018–Aug 2019 | Cloud computing leadership; operating discipline in developer-focused infrastructure . |
External Roles
| Organization | Role | Tenure | Committee Positions / Notes |
|---|---|---|---|
| Arista Networks, Inc. (public) | Director | Since Jun 2017 | Cloud networking; ongoing board service . |
| Proofpoint, Inc. (private) | Board of Management | Since Apr 2025 | Security platform oversight; private company role . |
| Health Catalyst, Inc. (public) | Director | Jul 2020–Mar 2024 | Healthcare data analytics; prior public board role . |
| Citrix Systems, Inc. (public) | Director | May 1998–Oct 2015 | Prior public board role . |
| Equifax, Inc. (public) | Director | Feb 2008–Nov 2018 | Prior public board role . |
| Keysight Technologies, Inc. (public) | Director | Dec 2015–Jul 2018 | Prior public board role . |
| Various private companies | Director | Current | Boards in virtual hardware, storage infrastructure, applied AI software . |
Board Governance
- Committee assignments (FY2025): Compensation Committee Chair; Security and Privacy Committee member .
- Independence: Board determined Mr. Templeton is independent under Nasdaq rules; eight of nine current directors are independent .
- Attendance: In FY2025, each director attended at least 75% of aggregate Board and committee meetings; Board met 9x, Audit 14x, Compensation 6x, Nominating/Governance 6x, Security & Privacy 3x .
- Leadership structure: Independent Chair (Virginia Gambale), regular executive sessions of non-employee directors .
- Related party transactions: None >$120,000 since Aug 1, 2024 involving directors or 5% holders; Audit Committee oversees related person transactions .
| FY2025 Meeting Activity | Count |
|---|---|
| Board meetings | 9 |
| Audit Committee | 14 |
| Compensation Committee | 6 |
| Nominating & Corporate Governance | 6 |
| Security & Privacy Committee | 3 |
Fixed Compensation
- Policy: Non-employee director annual cash retainer $50,000; additional annual retainers: Board Chair $107,500; Lead Independent Director $47,500; Committee retainers—Audit Chair $30,000/Member $12,500; Compensation Chair $20,000/Member $10,000; Nominating Chair $15,000/Member $7,500; Security & Privacy Chair $15,000/Member $7,500 .
- FY2025 note: Mr. Templeton assumed Compensation Committee Chair during FY2025 (succeeding Max de Groen in March 2025), implying pro-rated chair fees reflected in actual cash received .
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,705 | $71,007 |
| Committee role (context) | Compensation Committee member; Security & Privacy Committee member | Compensation Committee Chair (from FY2025); Security & Privacy Committee member |
| Meeting fees | None (company does not pay meeting fees) | None |
| Perquisites | None (reimbursement of reasonable travel only) | None |
Performance Compensation
- Equity structure: Annual RSU grant targeted at $250,000 grant-date fair value; vests on earlier of the day prior to the next annual meeting or the one-year anniversary of grant, subject to continued service .
- Change-in-control: No automatic single-trigger vesting; exchange/repricing requires stockholder approval; no dividends on unvested awards .
- Clawback: Awards subject to recovery to the extent covered by the Compensation Recovery Policy compliant with SEC/Nasdaq rules .
| Equity Award Metric | FY2024 | FY2025 |
|---|---|---|
| RSU grant-date fair value ($) | $280,170 | $240,818 |
| Option awards ($) | — | — |
| Vesting schedule | Time-based; earlier of day prior to next annual meeting or one-year anniversary | Same |
| Performance metrics tied to director awards | None disclosed (director awards are time-based RSUs) | |
| Plan design features | No dividends on unvested awards; no single-trigger CIC vesting; no repricing without stockholder approval |
Other Directorships & Interlocks
- Current public boards: Arista Networks (Director since 2017) .
- Recent/other boards: Health Catalyst (2020–2024), Proofpoint (board of management since 2025), Citrix, Equifax, Keysight .
- Interlocks: Proxy discloses “Compensation Committee Interlocks and Insider Participation”—none among NTNX’s Compensation Committee members in FY2024 . No related-party transactions involving Mr. Templeton reported .
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Arista Networks, Inc. | Public | Director | Since 2017 | No NTNX-related transactions disclosed . |
| Health Catalyst, Inc. | Public | Director | 2020–2024 | Prior role only . |
| Proofpoint, Inc. | Private | Board of Management | Since Apr 2025 | Private role; no NTNX-related transactions disclosed . |
| Citrix Systems, Inc.; Equifax, Inc.; Keysight Technologies, Inc. | Public | Director (prior) | Various | Historical; no current NTNX interlocks disclosed . |
Expertise & Qualifications
- Virtualization, cloud infrastructure, security software leadership; platform scaling and go-to-market at enterprise scale .
- Applied AI oversight and IT infrastructure/containerization experience; audit committee financial expert qualification .
Equity Ownership
- Beneficial ownership (as of Oct 14, 2025): 25,123 shares; comprised of 21,477 shares held of record and 3,646 RSUs vesting within 60 days; less than 1% of outstanding shares (270,785,598) .
- Outstanding director equity at FY2025 year-end: 3,646 RSUs; no options outstanding .
- Trading/pledging policy: Hedging, short sales, and pledging prohibited by Insider Trading Policy; pre-clearance required for open-market transactions .
- Stock ownership guidelines (directors): Minimum 5x annual cash retainer; expected to meet by 5th anniversary of joining the Board (Templeton deadline: 2028) .
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned | 25,123 (21,477 held + 3,646 RSUs vesting ≤60 days) |
| % of shares outstanding | ~0.009% (25,123 / 270,785,598) |
| Outstanding RSUs (FY2025 YE) | 3,646 |
| Options outstanding | None |
| Hedging/pledging status | Prohibited by policy |
| Director ownership guideline | ≥5x annual cash retainer; deadline 5 years from joining |
Governance Assessment
- Strengths: Independent status; chairs a key committee (Compensation) and serves on Security & Privacy, aligning with NTNX’s risk oversight focus . Strong attendance record (≥75%) and robust committee activity in FY2025 support engagement . Equity-heavy director pay with clawback coverage and stockholder-friendly plan features (no single-trigger CIC vesting; no dividends on unvested awards) enhances alignment and mitigates risk .
- Alignment signals: Annual RSU grants (time-based) and ownership guidelines (5x cash retainer) promote skin-in-the-game; beneficial ownership disclosed; no pledging/hedging permitted .
- Potential watch items: Multiple external roles increase time-commitment considerations, though no related-party transactions are disclosed and independence affirmed . FY2025 cash fees suggest pro-ration with chair transition; monitor consistency in committee fee accruals and any future plan amendments .
RED FLAGS currently not observed: No related-party transactions, no hedging/pledging, no option repricing, independence affirmed, attendance ≥75% .