Max de Groen
NutanixAbout Max de Groen
Max de Groen (age 40) is an independent director of Nutanix and has served on the Board since 2020. He is a Partner in Bain Capital’s Technology Vertical (joined 2011) with corporate finance and investment experience across software, infrastructure, and data platforms; he is qualified as an audit committee financial expert. Education: B.S. in Finance (University of Minnesota) and M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain Capital (Technology Vertical) | Partner | 2011–present | Led investments and advised portfolio companies; audit committee financial expert credentials cited in proxy |
| The Boston Consulting Group | Consultant | Prior to 2011 | Growth strategy and cross-functional execution advising across sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships in past five years |
| Private companies | Director (several) | Ongoing | Boards in enterprise software, AI infrastructure, cloud services (companies not named) |
Board Governance
- Independence: Board determined de Groen is independent; eight of nine directors are independent .
- Committee memberships (FY2025): Audit Committee member; Compensation Committee member; served as Compensation Committee Chair until March 2025 (Chair now Mark Templeton) .
- Committee memberships (FY2024): Audit Committee member; Compensation Committee Chair; also served alongside Conway, Stevens, Templeton .
- Attendance: In FY2025, Board met 9x; Audit 14x; Compensation 6x; Nominating 6x; Security & Privacy 3x; each director attended ≥75% of Board and their committee meetings . In FY2024, Board 11x; Audit 11x; Compensation 7x; Nominating 5x; Security & Privacy 2x; each director attended ≥75% .
- Board structure: Fully declassified commencing with the 2025 Annual Meeting; majority voting with irrevocable resignation offer for failures to achieve majority .
Fixed Compensation
Policy and actuals emphasize cash retainer plus annual RSUs (no meeting fees):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees earned ($) | 82,726 | 78,993 |
| Stock awards grant-date fair value ($) | 280,170 | 240,818 |
| Total ($) | 362,896 | 319,811 |
| Outstanding RSUs at year-end (shares) | 6,088 | 3,646 |
Director compensation policy (current):
- Annual RSU award: $250,000; vests by next annual meeting/one-year anniversary .
- Annual cash retainer: $50,000; Committee member retainers: Audit $12,500; Compensation $10,000; Nominating $7,500; Security & Privacy $7,500; Committee chair retainers: Audit $30,000; Compensation $20,000; Nominating $15,000; Security & Privacy $15,000; Board Chair $107,500; Lead Independent $47,500 .
- Plan safeguards: Director award caps ($750k stock-settled per fiscal year, $1.5m for initial service) .
Performance Compensation
- Directors do not receive performance-based cash or equity awards; RSUs are time-based and vest annually. No options or performance metrics apply to director pay .
Other Directorships & Interlocks
- Other public company boards: None disclosed for de Groen .
- Compensation Committee interlocks: None; no insiders on Nutanix’s Compensation Committee and no reciprocal interlocks with other companies in FY2025/FY2024 .
Expertise & Qualifications
- Audit committee financial expert; financial sophistication recognized by Board .
- Capital allocation, strategic planning, and operational transformation expertise supporting oversight of long-term planning and innovation .
- Exposure to emerging technologies and AI infrastructure, enhancing Board’s understanding of competitive dynamics .
Equity Ownership
| Ownership Detail (as of Oct 14, 2025) | Shares | % of Outstanding |
|---|---|---|
| Beneficial ownership (total) | 5,396,031 | 2.0% |
| Components: Shares held of record by de Groen | 37,100 | — |
| Components: RSUs vesting within 60 days | 3,646 | — |
| Components: Shares held by BCPE Nucleon (DE) SPV, LP (Bain) | 5,355,285 | — |
- Footnote: As a Bain Capital Investors, LLC partner (ultimate GP of BCPE Nucleon), de Groen may be deemed to share voting/dispositive power over Bain-held shares but disclaims beneficial ownership except to his pecuniary interest .
- Stock ownership guidelines: Non-employee directors must hold ≥5x annual Board cash retainer; expected compliance by fourth annual meeting (fifth for new directors) .
- Hedging/pledging: Prohibited under Nutanix Insider Trading Policy; pre-clearance required for director transactions .
- Outstanding director equity at FY2025 year-end: 3,646 RSUs; no options outstanding .
Governance Assessment
- Committee effectiveness: Audit and Compensation roles, with de Groen recognized as an audit committee financial expert and having chaired Compensation through March 2025; supports robust oversight of financial reporting and executive pay .
- Independence and attendance: Board determined independence; attendance thresholds met, supporting engagement quality .
- Alignment of director pay: Balanced cash retainer plus fixed annual RSUs; no perquisites or meeting fees; director award caps and stockholder-friendly plan terms (no single-trigger vesting; no dividends on unvested awards; repricing requires stockholder approval) .
- Potential conflicts/related parties: Historic Bain nomination rights ended following Bain’s 2024 note conversion and share dispositions; current proxy indicates Bain no longer holds nomination rights. De Groen’s Bain affiliation and Bain’s remaining shareholding are disclosed with de Groen’s beneficial ownership footnote and disclaimer; Audit Committee oversees related person transactions, and none >$120k involving directors were reported since Aug 1, 2024 .
- Red flags: No hedging/pledging, no related party transactions reported, no director perks; say-on-pay considerations relate to executives, not director pay. The Bain affiliation warrants continued monitoring, but Board deems de Groen independent and nomination rights have lapsed, reducing interlock risk .