Steven Gomo
NutanixAbout Steven J. Gomo
Steven J. Gomo (age 73) is an independent director of Nutanix, serving on the Board since 2015. He is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee, and has been designated an “audit committee financial expert.” He is a former Executive Vice President and CFO of NetApp, and previously held senior finance roles at Hewlett-Packard and General Electric. Education: B.S. in Business Administration (Oregon State University) and M.B.A. (Santa Clara University).
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| NetApp, Inc. | EVP & Chief Financial Officer; previously SVP & CFO | SVP & CFO (Aug 2002–Sep 2004); EVP & CFO (Oct 2004–Dec 2011) | Led global finance, capital allocation, reporting, and governance through significant growth |
| Hewlett-Packard; General Electric | Senior finance roles | Not disclosed | Corporate finance, reporting, and global operations experience |
External Roles
| Company | Role | Since | Committees / Notes |
|---|---|---|---|
| Enphase Energy, Inc. | Director; Chair of the Board | Director since Mar 2011; Chair since Oct 2022 | Board leadership and oversight at a public energy technology company |
| Micron Technology, Inc. | Director | Since Oct 2018 | Chairs both the Audit and Finance Committees |
Board Governance
- Independence: Board determined eight of nine directors are independent, including Mr. Gomo .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Financial expertise: Identified as an “audit committee financial expert” .
- Attendance: In FY2025, each director attended ≥75% of Board and committee meetings on which they served (Board met 9x; Audit 14x; N&CG 6x) .
- Years of service on NTNX Board: Director since 2015 .
- Executive sessions: Non-employee directors meet in executive session regularly .
Fixed Compensation
| Component | FY2025 Amount | Source/Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Policy retainer for non-employee directors |
| Audit Committee Chair fee | $30,000 | Committee chair retainer |
| Nominating & Corporate Governance Committee member fee | $7,500 | Committee member retainer |
| Total Fees Earned (Cash) | $87,500 | Matches policy components above |
| Annual RSU grant (policy value) | $250,000 (grant-date policy value) | Vests on earlier of day prior to next Annual Meeting or 1-year anniversary, subject to service |
| Stock Awards recognized (FY2025 table) | $240,818 | ASC 718 grant-date fair value |
| Total FY2025 Director Compensation | $328,318 | Sum of fees and stock awards |
Policy features:
- No other remuneration or perquisites for directors; reasonable travel reimbursed .
- Equity plan governance enhancements: no dividends on unvested awards; no repricing or exchanges without shareholder approval .
- Director comp cap: ≤$750,000 stock-settled awards per fiscal year (initial-service cap $1.5m) .
Performance Compensation
Directors do not receive performance-based cash bonuses or options; equity is time-based RSUs:
| Equity Design Element | Detail | Source |
|---|---|---|
| Instrument | RSUs (stock-settled) | |
| Annual grant value | $250,000 per director | |
| Vesting | Earlier of day prior to next Annual Meeting or 1-year anniversary; service-based | |
| Dividends on unvested awards | None permitted under amended plan | |
| Clawback | Awards subject to company recovery policy and applicable laws |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Enphase Energy, Inc. | Director; Chair | No NTNX-related interlocks or related-party transactions disclosed |
| Micron Technology, Inc. | Director; Audit & Finance Chair | No NTNX-related interlocks or related-party transactions disclosed |
- Related-party transactions: NTNX reports no related party transactions >$120,000 since Aug 1, 2024 involving directors or their affiliates .
Expertise & Qualifications
- Audit and financial reporting expertise; designated “audit committee financial expert” .
- Former public company CFO (NetApp), senior finance roles at HP and GE .
- Capital allocation, risk management, regulatory compliance oversight across multiple public boards .
- Industry breadth: enterprise software/data management, semiconductors, energy technology .
Equity Ownership
| Category | Detail | Source |
|---|---|---|
| Total beneficial ownership | 57,896 shares (less than 1%) | |
| Direct/indirect holdings | 3,050 shares held by The Steven and Chris Gomo Trust (trustee: Mr. Gomo) | |
| Indirect holdings | 51,200 shares held by The Chris Gomo Legacy Trust (trustee: Mr. Gomo) | |
| RSUs vesting within 60 days of record date | 3,646 shares | |
| Outstanding director RSUs at FY2025 year-end | 3,646 | |
| Ownership guidelines (directors) | Minimum holding = 5x annual Board cash retainer; achieve by 4th annual meeting for current directors; 5 years for new | |
| Hedging/pledging | Company policy prohibits short sales, hedging, and pledging |
Insider Trades (Form 4s; most recent activity)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-05-30 | Sale | 15,000 | $75.101 | 51,200 | https://www.sec.gov/Archives/edgar/data/1618732/000095017025081089/0000950170-25-081089-index.htm |
| 2025-02-28 | Sale | 7,000 | $76.1638 | 3,050 | https://www.sec.gov/Archives/edgar/data/1618732/000095017025030994/0000950170-25-030994-index.htm |
| 2024-12-13 | Award (RSUs) | 3,646 | $0.00 | 3,646 | https://www.sec.gov/Archives/edgar/data/1618732/000095017024137405/0000950170-24-137405-index.htm |
| 2024-09-10 | Sale | 30,000 | $60.049 | 66,200 | https://www.sec.gov/Archives/edgar/data/1618732/000095017024105927/0000950170-24-105927-index.htm |
Notes:
- “Post-Transaction Ownership” reflects Form 4 reported balances; holdings are split across trusts and RSUs as disclosed in the proxy ; RSU grant aligns with annual director award .
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep CFO experience and “audit committee financial expert” designation; chairs the Audit Committee, which oversees financial reporting, internal controls, risk, and related-party reviews .
- Strong governance framework: independent chair of the board, all committees independent, declassified board, majority voting, stock ownership guidelines, anti-hedging/pledging policy, and clawback policy .
- Attendance at or above 75% threshold in FY2025; participates across key governance committees (Audit; Nominating & Corporate Governance) .
-
Potential watch items:
- Regular open-market sales (Sept 2024, Feb 2025, May 2025) — while not unusual for director liquidity and largely in line with substantial trust holdings, continued monitoring is prudent for signaling; no pledging permitted under company policy .
- External board load appears balanced across two additional public boards (one as Chair), but remains relevant to audit chair workload; no NTNX-related interlocks or related-party transactions disclosed in FY2025 .
-
Compensation alignment:
- Director pay mix is equity-heavy (policy: $250k RSUs vs. $50k cash plus committee retainers), aligns with shareholders; no options, no perquisites; RSUs are time-based and subject to enhanced plan governance (no dividends on unvested, no repricing without shareholder approval) .
Overall, Gomo’s profile—independence, audit chair leadership, financial expertise, strong attendance, and absence of related-party exposure—supports board effectiveness and investor confidence; insider sales should be monitored but are mitigated by anti-pledging/hedging rules and disclosed trust-based holdings .