Virginia Gambale
NutanixAbout Virginia Gambale
Virginia Gambale (age 66) is Nutanix’s independent Chair of the Board, serving since June 2021 and a director since 2020. She is Managing Partner of Azimuth Partners LLC and a former CIO/Managing Director at Merrill Lynch, Bankers Trust, Deutsche Bank, and Marsh & McLennan; she also serves as an Adjunct Professor at Columbia University. She holds a B.S. in Mathematics and Computer Science from New York Institute of Technology . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Senior management, CIO | — | Led global technology teams and digital transformation initiatives |
| Bankers Trust | Senior management, CIO | — | Technology strategy leadership |
| Deutsche Bank | Head of Strategic Ventures; later General Partner at Deutsche Bank Capital and ABS Ventures | — | Investment and venture leadership; governance experience |
| Marsh & McLennan | Senior management | — | Enterprise technology leadership |
| Azimuth Partners LLC | Managing Partner | 2003–present | Advises on adoption of disruptive technologies (Cloud, AI/ML, data platforms) |
| Columbia University | Adjunct Professor | — | Masters in Technology Leadership program; engages CIOs/IT leaders |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVERTEC, Inc. | Director | Since 2023 | Governance and technology oversight; frequent audit committee membership historically |
| Virtu Financial, Inc. | Director | Since 2020 | Financial and technology governance; committee leadership experience |
| Jamf Holding Corp. | Director | 2021–2025 | Board service during growth in device management/security |
| FD Technologies plc | Director | 2015–2023 | Oversight in software and consulting; governance roles |
| Regis Corporation | Director | 2018–2021 | Public company governance |
| JetBlue Airways Corporation | Director | 2006–2021 | Long-tenured board service; committee experience |
Board Governance
- Board leadership: Independent Chair; CEO/Chair roles separated to support oversight effectiveness .
- Committees: Chair, Nominating and Corporate Governance Committee; previously served on Audit Committee until September 2025 .
- Independence: Board determined Gambale and eight of nine directors are independent .
- Attendance: Board met 9x in FY2025; committees met 3–14x; each director attended at least 75% of applicable meetings; all nine incumbent directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session regularly (at least twice per year) .
- Structural safeguards: Declassified board commencing with the 2025 meeting; majority voting with irrevocable tender to resign if not receiving a majority, no poison pill, single share class, independent committees .
Committee Assignments (FY2025)
| Committee | Role | Status |
|---|---|---|
| Nominating & Corporate Governance | Chair | Current |
| Audit | Member | Served until September 2025; rotated off |
| Security & Privacy | — | Not listed as a member in FY2025 |
Fixed Compensation
Non-Employee Director Compensation Policy (structure)
| Component | Amount |
|---|---|
| Annual RSU award (time-based) | $250,000; vests by earlier of day prior to next annual meeting or one-year anniversary |
| Annual cash retainer – Board member | $50,000 |
| Additional cash – Board Chair | $107,500 |
| Committee Chair (Audit / Compensation / Nominating & Corporate Governance / Security & Privacy) | $30,000 / $20,000 / $15,000 / $15,000 |
| Committee Member (Audit / Compensation / Nominating & Corporate Governance / Security & Privacy) | $12,500 / $10,000 / $7,500 / $7,500 |
FY2025 Actuals for Gambale
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Virginia Gambale | 185,000 | 240,818 | 425,818 |
Notes:
- Non-employee directors receive no perquisites; reasonable travel expenses reimbursed .
- Plan caps annual grant date fair value: ≤$750,000 for cash- or stock-settled awards (≤$1.5M for initial service) .
Performance Compensation
| Element | Metric/Condition | Award Value/Units | Vesting/Terms |
|---|---|---|---|
| Annual RSU (director) | Time-based; no performance metric | Policy: $250,000 | Vests by earlier of day prior to next annual meeting or 1-year anniversary; subject to continued service |
| Gambale – Stock awards FY2025 | Grant-date fair value | $240,818 | RSUs per policy; time-based vesting |
| Outstanding RSUs at FY2025 YE | Units | 3,646 | Outstanding as of July 31, 2025 |
Plan protections:
- No dividends/dividend equivalents on unvested awards; no automatic single-trigger vesting on change in control; no liberal share recycling; stockholder approval required for repricing/exchange .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other current public boards | EVERTEC, Virtu Financial |
| Recent prior boards | Jamf Holding (2021–2025), FD Technologies (2015–2023), Regis (2018–2021), JetBlue (2006–2021) |
| Compensation Committee interlocks | None; no executive officers served on compensation committees of other entities with NTNX executives serving reciprocally |
Expertise & Qualifications
- Enterprise technology, cybersecurity, cloud/data platforms; deep governance experience across >20 boards; frequent audit committee membership; chaired technology, nomination, and compensation committees .
- Senior operating roles in global financial institutions and venture investing; technology adoption and transformation expertise .
- Academic engagement with CIOs/IT leaders at Columbia University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Virginia Gambale | 41,976 | <1% | As of Oct 14, 2025; based on 270,785,598 shares outstanding |
| Outstanding RSUs (director YE table) | 3,646 | — | As of July 31, 2025 |
Ownership alignment policies:
- Director stock ownership guidelines: minimum 5× annual Board cash retainer; expected to meet by 4th/5th anniversary of joining Board .
- Insider Trading Policy prohibits hedging, short sales, pledging, and derivative transactions; pre-clearance required for trades .
Governance Assessment
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Strengths:
- Independent Chair since 2021; clear separation of CEO/Chair roles .
- Active committee leadership (Nominating & Corporate Governance Chair) and prior Audit Committee experience; committees composed entirely of independent directors .
- Strong attendance (≥75%) and regular executive sessions of non‑employee directors .
- Stockholder-friendly equity plan features (no single-trigger vesting; no liberal share recycling; no dividends on unvested awards) and majority voting with irrevocable resignation policy .
-
Alignment & incentives:
- Director pay mix balanced: cash retainers (Board and committee) plus time-based RSUs; Gambale total FY2025 compensation $425,818 with stock awards $240,818 .
- Ownership guidelines promote “skin-in-the-game”; Gambale beneficial ownership 41,976 shares (<1%) with 3,646 RSUs outstanding .
-
Conflicts/related-party:
- Audit Committee reviews related person transactions; none >$120,000 since August 1, 2024 disclosed; Bain nomination rights ended in 2024; Max de Groen remains a director; no related-party transactions noted .
-
Shareholder feedback signals:
- 2024 say‑on‑pay support was ~73%; Board/Comp Committee engaged with investors and avoided supplemental one-time executive awards in FY2025; governance enhancements proposed for equity plan .
Overall, Gambale’s independent leadership, committee stewardship, and governance track record support Board effectiveness, with policy safeguards limiting compensation risk and conflicts; no related‑party or pledging/hedging red flags disclosed .