John W. Thompson
About John W. Thompson
Independent director (Lead Independent Director) of Rubrik, Inc. since January 2018; age 75 as of March 31, 2025. Thompson chairs the Nominating and Corporate Governance Committee and currently serves as Venture Partner at Lightspeed Venture Partners. He holds a BA in Business Administration (Florida A&M University) and a master’s in Management Science (MIT Sloan), and previously served as CEO of Symantec, CEO of Virtual Instruments, and General Manager at IBM. He is nominated for re‑election as a Class I director to serve through the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Symantec (now NortonLifeLock) | Chief Executive Officer; Director | CEO (dates not specified), Director 1999–2011 | Public cybersecurity company; prior board service indicates long-standing governance exposure . |
| Virtual Instruments Corporation | Chief Executive Officer | Dates not specified | Software solutions company; operating leadership experience . |
| International Business Machines (IBM) | General Manager | Dates not specified | Large-cap technology operator experience . |
| Riverwood Capital | Executive Advisor | Oct 2017–Mar 2018 | Private equity advisory role . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lightspeed Venture Partners | Venture Partner | Since May 2018 | Global technology venture capital firm; potential investor interlock for Rubrik governance . |
| Microsoft Corporation | Director | 2012–Dec 2023 | Large-cap public tech board experience . |
| Illumina, Inc. | Chairperson of the Board | May 2021–May 2023 | Public genomics company; chaired the board . |
Board Governance
-
Structure and roles
- Lead Independent Director: Thompson presides over independent director sessions and coordinates activities of independent directors .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; members include Thompson, Ravi Mhatre, Enrique Salem .
- Independence: Board affirmatively determined Thompson is independent under NYSE standards .
-
Attendance and engagement
- Meeting counts FY2025: Board 7; Audit 7; Compensation 4; Nominating 1 .
- Attendance: Each director attended at least 75% of Board and committee meetings during FY2025 .
-
Term and elections
- Class I nominee for election at the June 25, 2025 Annual Meeting; term to 2028 if elected .
Fixed Compensation
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Stock awards (RSUs) | $66,597 | Aggregate grant-date fair value under ASC 718 for non-employee director service; RSU retainer grants fully vested at grant . |
| Role-based retainer RSU – Lead Independent Director | $50,000 (fully vested RSUs granted Jan 15 each fiscal year) | Value determined by closing price preceding grant date; fully vested on grant . |
| Role-based retainer RSU – Nominating & Corporate Governance Chair | $15,000 (fully vested RSUs granted Jan 15 each fiscal year) | Chair retainer granted in lieu of member retainer . |
| Annual RSU grant (director) | $250,000 grant at annual meeting; vests quarterly over one year | Applicable beginning with 2025 Annual Meeting for directors serving as of policy effective date . |
| Initial RSU grant (for new directors) | $950,000, vests quarterly over 3 years | Policy terms; not applicable to long-tenured directors unless initially granted under policy . |
| Expenses | Reimbursement of ordinary, necessary out-of-pocket expenses | Standard director expense reimbursement . |
No cash retainers or meeting fees are disclosed; director compensation is structured primarily as RSU grants tied to board/committee roles and annual grants .
Performance Compensation
| Grant Type | Vesting Basis | Performance Linkage | Key Terms |
|---|---|---|---|
| Retainer RSUs (Lead Independent; Committee Chair/Member) | Fully vested at grant | None disclosed | Granted automatically Jan 15 each fiscal year; number of RSUs based on grant value/closing price . |
| Annual RSU grants | Time-based quarterly vesting over one year | None disclosed | Granted at annual meeting; number based on 20-trading-day average price; subject to continuous service . |
| Change in control treatment | Unvested RSUs for directors fully accelerate on change in control | N/A | Applies to RSUs outstanding at time of change in control . |
Other Directorships & Interlocks
| Company/Entity | Role | Dates | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Lightspeed Venture Partners | Venture Partner | Since May 2018 | Lightspeed-affiliated entities are >5% holders of Rubrik; director Ravi Mhatre is a Lightspeed partner and Rubrik director — potential investor interlock; Board determined Thompson’s independence; related party transactions (e.g., investor rights agreement) are overseen by Audit Committee . |
| Microsoft | Director | 2012–Dec 2023 | No disclosed related-party transactions with Rubrik . |
| Illumina | Chairperson | May 2021–May 2023 | No disclosed related-party transactions with Rubrik . |
Expertise & Qualifications
- Extensive public-company board leadership, including chairing Illumina and serving on Microsoft’s board .
- Operating leadership in cybersecurity and enterprise software (CEO of Symantec and Virtual Instruments; IBM GM) .
- Education: BA, Florida A&M; MS (Management Science), MIT Sloan .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 998 | Direct ownership . |
| Class B shares beneficially owned | 1,117,364 | Includes 24,999 Class B shares held directly, 926,419 Class B held by John and Sandra Thompson Trust (co‑trustee), plus options exercisable within 60 days; see footnote detail . |
| Options exercisable within 60 days | 165,946 (Class B) | All vested as of March 31, 2025 . |
| RSUs outstanding | 25,002 | As of Jan 31, 2025 . |
| % of total voting power | 1.4% | Class B carries 20 votes per share; percent per company’s beneficial ownership table . |
| Hedging/Pledging policy | Hedging prohibited; pledging generally prohibited (CEO exception only, with strict limits) | Enhances alignment; directors not eligible to pledge under policy . |
Governance Assessment
-
Strengths
- Lead Independent Director role enhances board independence; presides over independent director sessions and coordinates oversight .
- Clear independence determination; Thompson deemed independent under NYSE standards .
- Equity-centric director compensation (retainer RSUs; annual RSUs) aligns director interests with shareholders; no cash retainers disclosed .
- Attendance: ≥75% participation; Board and committees active (Board 7, Audit 7, Compensation 4, Nominating 1 meetings in FY2025) .
- Hedging prohibited and pledging tightly restricted (CEO-only exception) — reduces misalignment and risk .
-
Potential concerns / RED FLAGS to monitor
- Investor interlock: Thompson is a Venture Partner at Lightspeed while Lightspeed-affiliated entities are significant Rubrik holders and another Lightspeed partner (Ravi Mhatre) sits on the board; although independence affirmed and related-party transactions are overseen by the Audit Committee, this network increases perceived influence risks and should be monitored for transaction oversight rigor .
- Change-in-control acceleration: Director RSUs fully accelerate on change in control — while common, this can be viewed as reducing at-risk alignment around long-term service continuity .
-
Net view: Thompson brings deep governance and operating expertise with strong alignment via equity-based director pay and independent lead role. The Lightspeed affiliation creates a notable interlock that warrants continued scrutiny through Audit/Nominating oversight and transparent related-party disclosures .