Asheem Chandna
About Asheem Chandna
Asheem Chandna is an independent Class II director of Rubrik, Inc., serving since March 2015. He is a Partner at Greylock Partners (since September 2003), holds a B.S. in Electrical Engineering and an M.S. in Computer Engineering from Case Western Reserve University, and was 60 years old as of March 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greylock Partners | Partner | Sep 2003–present | Led investments and served on boards of various public/private companies; venture governance expertise |
| Check Point Software Technologies | VP, Business Development & Product Management | Apr 1996–Dec 2002 | Enterprise security and product leadership experience |
| Palo Alto Networks | Director | Apr 2005–Dec 2022 | Board oversight at public cybersecurity company |
| Imperva | Director | Jul 2003–Jun 2013 | Governance at public cybersecurity company (acquired by Thoma Bravo) |
| Sourcefire | Director | May 2003–Oct 2009 | Governance at public cybersecurity company (acquired by Cisco) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Greylock Partners | Partner | Sep 2003–present | Affiliated entity (Greylock XIV) is a >5% holder of Rubrik; Chandna may share voting/dispositive power over Greylock XIV entities |
| Various private companies | Director | Ongoing | Serves on boards of privately held companies |
Board Governance
| Item | Details |
|---|---|
| Board class/term | Class II; term continues until 2026 annual meeting |
| Independence | Board determined Chandna is independent; also independent for Audit and Compensation Committee service under NYSE and SEC rules |
| Committee assignments | Audit Committee member; Compensation Committee member and Chair |
| Committee meeting cadence (FY2025) | Audit: 7 meetings; Compensation: 4; Nominating & Corporate Governance: 1 |
| Attendance | Each director attended at least 75% of board and applicable committee meetings in FY2025 |
| Lead Independent Director | John W. Thompson |
Fixed Compensation
| Component | Structure | Grant Date | Amount/Value |
|---|---|---|---|
| Retainer RSUs – Audit member | Fully vested RSUs; $10,000 value per fiscal year | Jan 15, 2025 (automatic grant each fiscal year) | $10,000 value; shares determined by prior-day close; fully vested at grant |
| Retainer RSUs – Compensation Chair | Fully vested RSUs; $25,000 value per fiscal year (in lieu of member grant) | Jan 15, 2025 | $25,000 value; shares determined by prior-day close; fully vested at grant |
| Total FY2025 director stock awards reported | Aggregate grant date fair value of RSUs | Jan 15, 2025 | $35,834 |
Notes:
- Retainer RSUs for committee roles are equity-only and fully vested at grant; shares are calculated by dividing the retainer value by the prior trading day’s closing price and rounding down .
- No cash annual retainer, meeting fees, or chair cash fees are disclosed; the policy is equity-focused through RSU retainers and separate initial/annual RSU programs .
Performance Compensation
- No performance-based metrics or variable director pay disclosed. Director RSUs vest either fully at grant (retainers) or time-based (initial/annual RSUs); no revenue/EBITDA/TSR conditions are applied to director compensation .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Palo Alto Networks | Director | Prior (Apr 2005–Dec 2022) | Cybersecurity adjacency to Rubrik’s data security; historical, not current |
| Imperva | Director | Prior (Jul 2003–Jun 2013) | Historical; acquired by Thoma Bravo |
| Sourcefire | Director | Prior (May 2003–Oct 2009) | Historical; acquired by Cisco |
| Greylock XIV entities | Affiliated through Greylock | Current | Greylock XIV LP/affiliates are >5% holders; Chandna may be deemed to share voting/investment power over those holdings; Audit Committee oversees related party transactions |
Expertise & Qualifications
- Deep cybersecurity and enterprise IT background; senior product/business leadership at Check Point and multi-decade venture experience .
- Technical education: B.S. Electrical Engineering and M.S. Computer Engineering (Case Western Reserve University) .
- Board governance experience at multiple public cybersecurity companies .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Asheem Chandna (beneficial) | 3,079,320 [includes personal/trust plus Greylock XIV entities] | 7,460,743 | 9.9% |
Breakdown:
- Personal and trusts: 564,514 Class A (personal), 4,648 Class A (children’s trust), 23,242 Class A (revocable trust) .
- Greylock XIV entities: 2,486,916 Class A; 7,460,743 Class B; Chandna may be deemed to share voting/investment power via Greylock XIV GP and principals .
- Director outstanding awards: As of Jan 31, 2025, Chandna had no outstanding RSUs or options as a non-employee director (retainer RSUs are fully vested at grant) .
- Hedging/pledging: Directors are prohibited from hedging and pledging Rubrik stock; only the CEO may pledge under strict limits .
- Section 16 filing: One late Form 4 (conversion of Class B) due to administrative error .
Governance Assessment
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Strengths:
- Independent director with committee independence under NYSE/SEC rules; chairs Compensation Committee and serves on Audit, suggesting high governance trust and technical oversight .
- Strong attendance (≥75%) amid an active board/committee schedule (Board: 7; Audit: 7; Compensation: 4) .
- Equity-heavy director pay (retainer RSUs) promotes alignment; fully vested at grant but ongoing annual cadence and time-based vesting for annual RSUs keep continuing service incentives .
-
Potential risks/monitoring items:
- Venture fund affiliation: Greylock XIV is a significant shareholder; Chandna may share voting/investment power, creating potential related-party influence risks; Audit Committee oversees related party transactions under a written policy .
- Section 16 timeliness: One late filing noted; minor but track for pattern .
- Director compensation structure relies on equity RSUs with immediate full vesting for committee retainers; limited explicit performance linkage for directors, though typical for boards .
-
Controls and mitigants:
- Formal Related Person Transaction Policy with Audit Committee review; independence affirmations considered related transactions and ownership .
- Prohibitions on director hedging/pledging reinforce alignment and reduce red-flag risk .
Fixed Compensation (Policy Context)
| Program | Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (new directors) | $950,000 grant-date value | 12 equal quarterly installments over 3 years | Shares based on 20-day average price; rounded down |
| Annual RSU grant (at annual meeting) | $250,000 grant-date value | 4 equal quarterly installments over 1 year | Effective starting 2025 annual meeting for incumbents |
| Committee/Lead RSU retainers | LID: $50,000; Audit member: $10,000; Audit Chair: $35,000; Compensation member: $10,000; Compensation Chair: $25,000; Nominating member: $5,000; Nominating Chair: $15,000 | Fully vested on Jan 15 each fiscal year | Shares determined by prior-day close; rounded down |
Performance Compensation (Policy Context)
- No performance-based director compensation metrics or cash incentive programs disclosed; director equity programs are service/time-based with defined vesting schedules .
Related Party & Conflicts
- Investor Rights Agreement includes entities affiliated with Greylock (affiliated with Chandna) and Lightspeed (affiliated with director Ravi Mhatre), among others, granting registration rights; Audit Committee also reviews related party transactions .
Summary Signals for Investors
- Compensation Committee chair role and Audit membership, with independence affirmations, support board effectiveness in pay and financial oversight .
- Significant beneficial ownership tied to Greylock enhances alignment but warrants monitoring of fund-driven priorities and any transactions involving Greylock-affiliated entities .
- Equity-only director compensation with fully vested committee RSUs is conventional but lacks performance linkage; however, prohibitions on hedging/pledging and active meeting cadence bolster governance quality .