Arvind Nithrakashyap
About Arvind Nithrakashyap
Arvind Nithrakashyap is co-founder, Chief Technology Officer (CTO), and a director of Rubrik, Inc., serving in both roles since January 2014; age 51 as of March 31, 2025. He holds a B.Tech in Computer Science from the Indian Institute of Technology and an M.S. in Computer Science from the University of Massachusetts Amherst . Biographical experience includes senior technical roles at Rocket Fuel (2010–2014), Pursima, and Oracle, with selection to Rubrik’s board for his product development leadership and founder perspective . Company-level performance metrics (TSR, revenue, EBITDA) tied to his tenure are not disclosed in the proxy; Rubrik maintains a dual-class voting structure (Class B 20 votes/share), relevant to control dynamics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rocket Fuel Inc. | Senior Rocket Scientist | Mar 2010–Jan 2014 | Ad-tech engineering leadership at a public company; acquired by Sizmek |
| Pursima, Inc. | Senior Software Engineer | Not disclosed | Data management software engineering experience |
| Oracle Corporation | Principal Member of Technical Staff | Not disclosed | Core software engineering at a major technology company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No external public company directorships disclosed for Nithrakashyap |
Fixed Compensation
- Nithrakashyap is an executive officer (CTO) but was not a named executive officer (NEO) for FY2025; his base salary, target bonus, and actual bonus are not disclosed in the FY2025 proxy .
- Employee directors (CEO and CTO) do not receive additional director compensation .
Performance Compensation
- Company-wide: Executives (NEOs) are eligible for performance-based cash bonuses tied to corporate financial metrics; CEO target 100% of base, CFO 50%, President Global Field Ops 100% (Arvind-specific targets are not disclosed) .
- Equity awards at Rubrik use RSUs and options with service-based and performance/market conditions; performance conditions for RSUs were satisfied in connection with Rubrik’s IPO (structure noted at company level; Arvind-specific grant schedules not disclosed) .
- Near-term equity settlement: Arvind had 81,250 Class B shares subject to RSUs that could settle within 60 days of March 31, 2025, a potential supply catalyst around vesting windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A shares owned | 219,279 |
| Class B shares owned | 10,685,265 (includes 10,404,015 directly, 200,000 in Nithrakashyap/Chatterjee Revocable Trust, plus 81,250 RSUs to settle within 60 days) |
| % of Class B | 15.0% |
| % of total voting power | 13.8% (Class B has 20 votes/share; Class A has 1 vote/share) |
| Shares pledged as collateral | Prohibited for officers under policy; only CEO eligible to pledge with strict limits (pre-clearance, ≤20% of holdings, ≤$50M loans, ability to repay without pledged shares) |
| Hedging/margin accounts | Hedging and margin accounts prohibited by Insider Trading Policy |
| Ownership guidelines | Executive/director stock ownership guidelines not disclosed in proxy; insider trading and pledging policies disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | CTO and director since January 2014 |
| Employment status | Executive officers serve at the discretion of the Board until successor elected or earlier resignation/removal (at-will service reflected) |
| Contract term, auto-renewal | Not disclosed for CTO |
| Non-compete / non-solicit | Not disclosed |
| Severance & change-of-control | Severance and Change in Control Plan terms disclosed for NEOs (18 months salary for CEO; 12 months for CFO/President, 100% target bonus, up to 12 months COBRA, accelerated vesting; double-trigger within 3 months pre- to 12 months post-CoC). CTO coverage not explicitly disclosed in proxy . |
| Clawback | Clawback/recoupment policy not specifically disclosed; Compensation Committee oversight noted . |
| Indemnification | Company provides D&O indemnification and advances expenses per charter/bylaws; customary D&O insurance maintained . |
Board Governance
- Board service: Director since January 2014; classified as a Class II director continuing in office until the 2026 annual meeting .
- Independence: Board determined majority independence; independent directors listed do not include Nithrakashyap. As an executive (CTO), he is not independent under NYSE standards .
- Committee memberships: Audit Committee (Herren Chair, Chandna, Wassenaar), Compensation Committee (Chandna Chair, Mhatre, McLaughlin), Nominating & Corporate Governance (Thompson Chair, Mhatre, Salem); Nithrakashyap does not serve on these committees .
- Lead Independent Director: John W. Thompson .
- Director compensation: Employee directors (CEO and CTO) receive no additional director compensation; non-employee director compensation is equity-only retainer RSUs (annual retainer grants and role-based RSUs), with vesting and Change in Control acceleration terms for non-employee directors .
Director Compensation (Arvind-specific)
| Component | Amount |
|---|---|
| Annual cash retainer | None (employee director) |
| Meeting fees | None disclosed; non-employee directors receive equity retainers, not cash meeting fees |
| Equity grants (director) | None (employee director does not receive non-employee director RSUs) |
| Notes | Non-employee director RSU retainer policy: $250,000 annual RSUs vesting quarterly; role-based RSU retainers (e.g., $35,000 Audit Chair); initial RSU grant $950,000 with 3-year vesting; unvested director RSUs accelerate on Change in Control |
Compensation Committee Analysis
- Composition: Asheem Chandna (Chair), Ravi Mhatre, Mark D. McLaughlin; all independent and non-employee directors .
- Consultant: Compensia retained for market data, peer development, and structuring; assessed as independent with no conflicts .
- Scope: Oversees executive and director comp, equity plans, severance, bonus plans, and change-of-control protections .
- Equity grant timing: Committee considers MNPI; no option grant timing to benefit recipients; no 402(x)(2) disclosures required .
Related Party Transactions
- Investor Rights Agreement: Parties include CTO Nithrakashyap, CEO Sinha, >5% holders (Lightspeed, Greylock, Arvind Jain), and directors with affiliated entities; provides registration rights for preferred holders (liquidity facilitation) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibitions significantly reduce misalignment risk; only CEO may pledge under strict limits—CTO cannot pledge company stock .
- Dual-role independence: As an executive director, Nithrakashyap is not independent; mitigated by majority independent board and a Lead Independent Director .
- Liquidity pressure: RSU settlement of 81,250 Class B shares within 60 days of Mar 31, 2025 could create near-term supply if sold; no Form 4 data provided in proxy .
- Indemnification: Robust D&O indemnification and insurance typical of public issuers .
- Related party: IRA provides standard registration rights; presence of VC-affiliated directors disclosed and overseen .
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Beneficial Class A shares | 219,279 |
| Beneficial Class B shares | 10,685,265 |
| RSUs settling within 60 days (Class B) | 81,250 |
| % of Class B | 15.0% |
| % total voting power | 13.8% |
| Trust holdings | 200,000 Class B (Nithrakashyap/Chatterjee Revocable Trust) |
| Dual-class note | Class B: 20 votes/share; Class A: 1 vote/share |
| Hedging/pledging policy | Hedging and margin prohibited; only CEO may pledge under strict limits |
Employment Terms (Detail Table)
| Provision | CTO/Director |
|---|---|
| Tenure | CTO & Director since Jan 2014 |
| Executive officer status | Listed among executive officers (age 51) |
| Service & removal | Serve at Board’s discretion; until successor or earlier resignation/removal |
| Severance/CoC | Plan terms disclosed for NEOs (salary+bonus multiples, COBRA, accelerated vesting, double-trigger); CTO coverage not explicitly disclosed |
| Director pay | No additional director compensation for employee directors |
| Indemnification | Fullest extent allowed under Delaware law; expense advancement; D&O insurance |
Investment Implications
- Alignment: Significant beneficial ownership (10.69M Class B; 13.8% voting power) aligns CTO incentives with long-term value creation; hedging/pledging prohibitions further support alignment .
- Supply dynamics: RSU settlements (81,250 shares within 60 days of Mar 31, 2025) represent potential short-term supply; monitor trading windows and any 10b5-1 plans or Form 4 filings for signals .
- Governance: Dual-role (executive + director) reduces independence; risks mitigated by majority independent board, committee independence, and Lead Independent Director oversight .
- Retention/contract economics: Specific CTO severance and CoC terms are not disclosed; absence of guaranteed director pay suggests retention levers are primarily equity-based and role-contingent. Company-wide plan (for NEOs) indicates accelerated vesting and cash protection in CoC scenarios, hinting at market-standard protections; confirm CTO coverage via subsequent filings .
- Liquidity/catalysts: Participation in the Investor Rights Agreement implies access to registration rights, relevant for secondary liquidity events post-IPO; monitor lock-up expirations and secondary offerings for selling pressure or governance shifts .