Bipul Sinha
About Bipul Sinha
Rubrik co‑founder; Chief Executive Officer since January 2014 and Chairman since July 2016. Age 51 as of March 31, 2025. Education: B.Tech. in Electrical Engineering (IIT) and MBA (Wharton). External role: Venture Partner at Lightspeed Venture Partners since 2014; prior Partner 2010–2014. Former public company directorship: Nutanix (2011–2017) . Performance metrics such as TSR, revenue growth, EBITDA growth were not disclosed for the executive in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lightspeed Venture Partners | Partner | 2010–2014 | Early-stage/enterprise tech investing and portfolio advising |
| Lightspeed Venture Partners | Venture Partner | 2014–present | Ongoing advisory; network access supporting Rubrik ecosystem |
| Nutanix, Inc. | Director | 2011–2017 | Enterprise cloud board experience; scale-up governance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lightspeed Venture Partners | Venture Partner | 2014–present | Venture networks; potential sourcing/industry insights |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $375,000 | $475,000; Board approved increase to $575,000 effective Aug 1, 2024 |
| Target Bonus (% of salary) | 100% | 100% |
| Actual Bonus Paid ($) | $28,125 | $488,750 (discretionary) |
| All Other Compensation ($) | $114,244 | $86,849 (security services $15,190; $70,000 contribution to nonprofit board; legal fees $1,659) |
Performance Compensation
Annual Bonus Plan
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Corporate performance objectives tied to “certain financial metrics” (specific metrics not disclosed) | Not disclosed | 100% of salary | Discretionary determined by Board | $488,750 for FY 2025; $28,125 for FY 2024 | Cash at year-end |
CEO Market‑based Option Award (Granted April 24, 2024; 2014 Plan)
| Tranche | Shares that may be earned | Target Stock Value (% of $32 IPO price) | Option Valuation Expiration | Exercise Price |
|---|---|---|---|---|
| 1 | 666,667 | 134% | Apr 24, 2029 | $32 |
| 2 | 666,667 | 168% | Not disclosed | $32 |
| 3 | 666,667 | 202% | Not disclosed | $32 |
| 4 | 666,667 | 236% | Not disclosed | $32 |
| 5 | 666,667 | 270% | Apr 24, 2031 | $32 |
| 6 | 666,667 | 303% | Not disclosed | $32 |
| 7 | 666,667 | 337% | Not disclosed | $32 |
| 8 | 666,667 | 371% | Not disclosed | $32 |
| 9 | 1,333,332 | 506% | Not disclosed | $32 |
| 10 | 1,333,332 | 759% | Not disclosed | $32 |
- Performance mechanic: Target Stock Value achieved when 90‑day VWAP equals/exceeds tranche hurdle; vesting requires both market condition and service condition. Service condition vests in 20 equal quarterly installments commencing Jan 27, 2022; continued service as full‑time CEO or co‑CEO required . As of Jan 31, 2025, Target Stock Value for tranches 1 and 2 achieved; a portion of the option has vested .
- Holding requirement: Shares acquired upon exercise were subject to a 12‑month holding while in service; holding period removed effective April 2025 .
- Sale event provisions: If stock valuation condition met at sale event and award not assumed/continued/substituted, service condition deemed met immediately prior to closing; otherwise, unachieved portions terminate. Double‑trigger language references employment agreements for acceleration .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Options Exercisable within 60 days |
|---|---|---|---|---|
| Bipul Sinha | 56,652 | 13,300,633 | 17.0% | 1,299,987 |
- Insider trading and alignment policies: Hedging and publicly‑traded options are prohibited; margin accounts prohibited. Pledging is prohibited except for CEO under a Pledging Policy: pre‑clearance required; cap at 20% of Rubrik securities; aggregate loan principal not to exceed $50 million; must demonstrate ability to repay without resort to pledged shares . Actual pledged shares by Mr. Sinha not disclosed.
- Stock ownership guidelines: Not disclosed in the proxy.
Vested vs Unvested/Unearned Equity (FY 2025 year‑end)
| Award | Exercisable | Unexercisable | Unearned (market condition) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| CEO market‑based option (grant 4/24/2024) | 799,992 | 533,342 | 6,666,666 | $32.00 | 4/23/2034 |
- Outstanding RSUs/other equity for Sinha: None disclosed for FY 2025; primary long‑term incentive is the market‑based option .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will; confirmatory offer letter; base salary and target annual bonus; participates in Severance & Change in Control Plan |
| Severance (Change in Control termination) | Lump sum: 18 months base salary; 100% of annual target bonus; COBRA premiums paid up to 12 months; accelerated vesting of outstanding time‑vesting equity; if awards not assumed at change in control, equity accelerates (performance deemed at target unless otherwise provided) |
| CIC “double‑trigger” window | Termination without cause or resignation for good reason during period from three months before through 12 months after change in control |
| Release requirement | Benefits subject to execution of effective release of claims |
| Market‑based option acceleration | If stock valuation met and award not assumed/continued/substituted at sale event, service condition deemed met; otherwise double‑trigger acceleration applies per agreement references |
Board Governance
- Roles: CEO and Chairman; Board appointed a Lead Independent Director (John W. Thompson) to mitigate dual‑role conflicts. LID presides over independent director sessions and coordinates independent director activities . Bipul Sinha is not an independent director .
- Committee memberships: Sinha is not listed as a member of Audit, Compensation, or Nominating and Corporate Governance committees; committees are fully independent (Audit: Herren Chair; Compensation: Chandna Chair; Nominating/Gov: Thompson Chair) .
- Board activity: Board met seven times; Audit Committee met seven; Compensation Committee met four; Nominating & Corporate Governance met once; all directors attended at least 75% of meetings of Board and applicable committees .
- Director compensation: Non‑employee director RSU retainer grants are fully vested at grant; CEO/Chairman does not receive additional director compensation .
Related Party Transactions
- Investor Rights Agreement: Rubrik is party to an amended and restated IRA with certain holders including Bipul Sinha and other insiders/large holders, providing registration rights for preferred stock holders; transactions reviewed under Board’s related person transaction policy .
Performance & Track Record
- Equity value creation signal: The CEO’s option tranches 1 and 2 achieved 90‑day VWAP hurdles by FY 2025 year‑end, indicating stock performance above 134% and 168% of the $32 IPO price; partial vesting has occurred, aligning realized pay with shareholder returns .
- Program design: Heavy reliance on market‑based option award directly links realized compensation to multi‑year share price performance; vesting cadence over 20 quarters supports retention .
Investment Implications
- Pay‑for‑performance alignment: The 10‑tranche market‑based option ties significant potential upside to sustained share price appreciation, with progress already on early tranches; realized compensation is contingent on both market performance and continued service .
- Selling pressure and liquidity: Removal of the 12‑month holding requirement on exercised option shares effective April 2025 increases flexibility to sell and could modestly elevate insider sale activity; monitoring 10b5‑1 plans and Form 4s advisable .
- Governance risk mitigants: CEO/Chair dual role is offset by a designated Lead Independent Director and independent committees. However, concentrated voting power (17.0%) and CEO‑only pledging permission present alignment considerations; policy caps and pre‑clearance reduce risk, but any pledged positions should be tracked .
- Retention/CIC economics: 18 months salary + 100% target bonus and equity acceleration under change‑in‑control termination support leadership continuity through strategic transactions; option sale event mechanics protect value realization if hurdles are met and the award is not assumed .
- Bonus transparency: Annual bonus metrics are described broadly and FY 2025 payout was discretionary, limiting external assessment of operating target rigor; reliance on market‑based equity partially compensates for this disclosure gap .