Rajiv Ramaswami

About Rajiv Ramaswami

Rajiv Ramaswami is President & CEO of Nutanix (since December 2020) and a member of the Board of Directors. He is 59, holds a B.Tech (IIT Madras) and M.S./Ph.D. (UC Berkeley) in Electrical Engineering & Computer Science, is an IEEE Fellow, and is listed as holder of 36 patents, primarily in optical networking . Under his tenure, Nutanix delivered FY2025 revenue of $2.54B (+18% y/y), free cash flow of $750.2M (+26% y/y; 30% margin), ARR of $2.22B (+17% y/y), and first full year of GAAP profitability (net income $188.4M), with a Rule-of-40 score of 48; TSR-based long‑term incentives are tracking at or above the 75th percentile across open performance cycles .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive (FY2025 design and outcome)

Notes:

• Metrics approved in Q1 FY2025; ARR retained as primary growth indicator; profitability metric shifted to non‑GAAP operating margin to emphasize efficiency and scalable growth .

Long‑Term Incentives (LTI)

• Annual grants (FY2025): Time‑based RSUs and performance‑based RSUs (PRSUs) split 50/50 of target value. CEO awards: 136,116 RSUs and 136,116 PRSUs (target), granted 9/10/2024; RSUs vest quarterly over 4 years; PRSUs earned on rTSR vs Nasdaq Composite over 1/2/3‑year periods with interim tranches capped at target and a value cap at final measurement; earned PRSUs vest on Sep 15 following measurement, subject to continued service .

• PRSU performance status:

  • FY23–FY25 cycle: Nutanix TSR 401.1%, 98.3rd percentile; total payout 119.8% (capped by value cap) .
  • FY24–FY26 cycle (to date): TSR 85.1% (Year 1) and 159.4% (Year 2), 66.7% paid to date (two interim tranches) .
  • FY25–FY27 cycle (to date): TSR 40.1% (Year 1), 83.8th percentile; 33.3% paid to date .

• CEO supplemental LTI (granted Jan 7, 2024; retention‑focused): Three components measured through FY2027 year‑end: stock price hurdles ($70/$80/$90 sustained 90 consecutive calendar days; $70 achieved by May 2025), ARR target, and FCF target; payouts 0–200% by component; capped at target on stock‑price portion if TSR below median; vesting requires service as CEO through Sep 15, 2027 .

FY2025 Equity Grants (CEO)

Equity Ownership & Alignment

• Beneficial ownership: 524,608 shares (<1% of shares outstanding) .
• Executive stock ownership guidelines: CEO must hold equity equal to 500% of base salary; as of July 31, 2025, each NEO other than the newly hired CLO exceeded their guideline, implying CEO meets/exceeds requirement .
• Hedging/pledging: Short sales, hedging, pledging, and derivative transactions are prohibited for directors and executive officers; pre‑clearance required for open‑market trades .
• Shares vested and value realized FY2025: 734,352 shares vested; $45,475,167 realized value (RSUs/PRSUs) .
• Outstanding awards at FY2025 year‑end (selected CEO positions; values at $75.17 close):
  • Unvested RSUs: 8,628 (10/11/2021; $648,567), 86,032 (8/25/2022; $6,467,025), 142,960 (8/29/2023; $10,746,303), 110,595 (9/10/2024; $8,313,426) .
  • Unearned PRSUs (target/base units outstanding by grant): 146,160 (8/25/2022; $10,986,847), 405,253 (8/29/2023; $30,462,868), 357,597 stock‑price tranche of supplemental award (1/7/2024; $26,880,566), 163,542 FCF tranche (1/7/2024; $12,293,452), 163,541 ARR tranche (1/7/2024; $12,293,377), 272,232 (9/10/2024; $20,463,679) .

Employment Terms

• Employment: At‑will; employment letter dated December 7, 2020; compensation elements set by Board/Compensation Committee (base $800k; target bonus 100% of salary) .
• Executive Severance Policy (non‑change‑in‑control): If terminated without cause or resign for constructive termination, cash severance = 1x base salary (CEO $800,000) plus up to 12 months medical benefits; requires release of claims .
• Change‑of‑Control (CoC) & Severance Policy (double‑trigger within 3 months before to 12 months after CoC): 100% acceleration of time‑based equity; performance equity vests at actual if measurable, else target; cash severance = 1x base salary + 1x target bonus; up to 12 months medical; best‑net 280G cutback (no gross‑up) . Estimated CEO benefits for termination in connection with a CoC as of 7/31/2025: $800,000 salary, $800,000 bonus, $130,375,749 equity acceleration, $29,415 medical; total $132,005,164 .
• Clawback: Compensation recovery policy compliant with SEC Rule 10D‑1 and Nasdaq listing standards; applies to incentive‑based compensation on or after Oct 2, 2023 .

Board Governance

• Director since 2020; serves as management (non‑independent) director; no committee memberships; Nutanix maintains an independent Chair (Virginia Gambale) and eight of nine directors are independent, with separated Chair/CEO roles, mitigating dual‑role concerns .
• Board and committee meeting participation: During FY2025, Board met 9x; each director attended ≥75% of Board and assigned committee meetings .
• Director compensation: CEO receives no additional pay for Board service; director compensation applies to non‑employee directors only .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay support was ~73%; the company attributed lower support to the one‑time CEO performance‑based supplemental award, engaged extensively with shareholders, and stated such supplemental awards are not a regular practice and will be avoided absent extraordinary circumstances .

Performance & Track Record (under Ramaswami’s tenure)

• FY2025 outcomes: Revenue $2.54B (+18%), ARR $2.22B (+17%), Free Cash Flow $750.2M (+26%; 30% margin), Rule‑of‑40 score 48, first full year of GAAP profitability (net income $188.4M) .
• Strategic progress: Partnerships expanded (AWS, Pure Storage, NVIDIA, Google); 2,700 new customer logos added; focus on Kubernetes platform momentum and external storage partnerships; channel and strategic alliances (e.g., Cisco) contributed meaningful new logos .
• TSR alignment: rTSR at or above 75th percentile across cycles, with FY23‑25 finishing 98.3rd percentile (value‑cap limited payout); FY24 and FY25 cycles tracking strongly on interim measures .

Compensation Structure Analysis

• Pay mix emphasizes performance equity: Significant portion of CEO compensation in PRSUs with multi‑year rTSR and value caps; time‑based RSUs vest over 4 years, promoting retention and long‑term alignment .
• Annual plan tightened profitability focus: Shift from cost‑based to margin‑based profitability metric (non‑GAAP operating margin) alongside ARR growth; FY2025 paid 126.9% overall on mixed growth/efficiency outcome .
• 2024 supplemental CEO award: Retentive design with operational (ARR, FCF) and stock‑price hurdles; $70 hurdle achieved as of May 2025; requires service through FY2027 to vest, reinforcing retention but elevating potential future realized pay if hurdles/targets met .
• Governance practices: No tax gross‑ups; hedging/pledging prohibited; robust clawback; independent compensation committee advised by Compensia .

Risk Indicators & Red Flags

• Potential selling pressure: 734,352 shares vested for CEO in FY2025 with $45.48M value realized; while actual sales are not disclosed here, periodic vestings can create liquidity events to monitor for trading pressure .
• CoC economics: Large prospective equity acceleration ($130.38M estimated as of 7/31/2025) in a CoC termination scenario; investors should weigh potential overhang in strategic transaction contexts .
• 2024 say‑on‑pay dip (73%): Signals investor scrutiny tied to supplemental CEO award; company engaged and signaled restraint on one‑time grants going forward .

Equity Ownership & Alignment (detail tables)

CEO Outstanding RSUs (as of 7/31/2025; close $75.17)

CEO Outstanding PRSUs (as of 7/31/2025; target/base units shown; value reflects status/value cap disclosures)

Board Service History and Dual‑Role Implications

• Board seat: Director since 2020; serves solely as CEO‑director (no committee memberships) .
• Independence and leadership: Independent Chair (Gambale) since 2021; 8/9 directors independent; all standing committees fully independent; separation of Chair/CEO addresses common CEO/Chair dual‑role concerns .
• Attendance: Each director attended ≥75% of Board/committee meetings in FY2025 .
• Director compensation: As an employee‑director, Ramaswami receives no separate director compensation .

Compensation Committee (context for alignment)

• Members: Mark Templeton (Chair), Craig Conway, Max de Groen; all independent; Compensia serves as independent consultant; no interlocks/insider participation .
• Peer group oversight and evolution: Added Cloudflare, Datadog, Snowflake, Zscaler for FY2026; removed Box, Commvault, Informatica, Teradata based on size and M&A .

Related Party Transactions

• None involving directors/executives since Aug 1, 2024, outside of ordinary compensation arrangements and disclosed items; policy requires Audit Committee approval for related‑party transactions .

Investment Implications

• Pay‑for‑performance alignment improving: 2025 plan emphasized profitable growth (ARR + non‑GAAP OM) and multi‑year rTSR with value caps; realized bonus at 126.9% reflects mix of slightly below‑target ARR and above‑target margin, aligning pay with operational outcomes .
• Strong retention but watch realizable pay: Substantial unvested RSUs/PRSUs and the 2024 supplemental award (with $70 stock‑price hurdle achieved) create meaningful future realizable value contingent on FY2027 service and performance, supporting continuity but potentially elevating future pay optics; no hedging/pledging and robust clawback mitigate alignment risks .
• Change‑in‑control optics: Large equity acceleration potential ($130.38M est.) in a CoC termination scenario could be a factor in M&A analyses; double‑trigger, no gross‑ups, and best‑net cutback partially address governance concerns .
• Execution track record: Under Ramaswami, Nutanix reached first full GAAP profitability with strong FCF and Rule‑of‑40, expanded strategic partnerships, and posted elite rTSR versus Nasdaq Composite peers—supporting confidence in strategy and incentive design tied to shareholder value creation .

Appendix: Key 2025 Company Metrics Referenced