Mark D. McLaughlin
About Mark D. McLaughlin
Independent director at Rubrik since November 2022; age 59. He is former President/CEO of Palo Alto Networks (2011–2018) and VeriSign (2000–2011), holds a BS from the U.S. Military Academy at West Point and a JD from Seattle University School of Law, and served on the President’s National Security Telecommunications Advisory Committee (member 2011–2023; chair 2014–2016) . He is currently Chair of Qualcomm (Director since 2015; Chair since 2019) and a Director at Snowflake (since April 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palo Alto Networks | President & CEO; Director | CEO: Aug 2011–Jun 2018; Director: Aug 2011–Dec 2022 | Led growth/transition; cybersecurity domain expertise |
| VeriSign | President & CEO | Feb 2000–Jul 2011 | Internet infrastructure leadership |
| Signio | VP, Sales & Business Development | Prior to 2000 (acquired by VeriSign) | Payments industry experience |
| President’s NSTAC | Member; Chair | Member: Jan 2011–Apr 2023; Chair: Nov 2014–Dec 2016 | National security/telecom advisory leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Qualcomm | Chair of the Board; Director | Director since Jul 2015; Chair since Aug 2019 | Semiconductor industry oversight |
| Snowflake | Director | Since Apr 2023 | Data-cloud sector experience |
| Palo Alto Networks | Former Director | Aug 2011–Dec 2022 | Cybersecurity governance |
Board Governance
- Committee assignments: Member, Compensation Committee; chair is Asheem Chandna .
- Independence: Board affirmatively determined McLaughlin is independent under NYSE/SEC standards; also independent for Compensation Committee .
- Attendance & engagement: Board met 7 times (FY ended Jan 31, 2025); Compensation Committee met 4 times; all directors attended ≥75% of Board and committee meetings; directors encouraged to attend annual meeting .
- Leadership structure: CEO is Chair of Rubrik; John W. Thompson serves as Lead Independent Director, presides over independent sessions .
Fixed Compensation
Rubrik compensates non-employee directors primarily with fully-vested RSU retainer grants; no cash retainers or meeting fees disclosed in the policy.
| Component | Amount | Vesting | Citation |
|---|---|---|---|
| Compensation Committee member retainer (RSU grant value) | $10,000 | Fully vested at grant (Jan 15 annually) | |
| Audit Committee member retainer | $10,000 | Fully vested at grant | |
| Audit Committee chair retainer | $35,000 (in lieu of member grant) | Fully vested | |
| Compensation Committee chair retainer | $25,000 (in lieu of member grant) | Fully vested | |
| Nominating & Governance Committee member retainer | $5,000 | Fully vested | |
| Nominating & Governance Committee chair retainer | $15,000 (in lieu of member grant) | Fully vested | |
| Annual Director RSU grant | $250,000 | Vests in 4 equal quarterly installments over 1 year | |
| Initial Director RSU grant (for new directors) | $950,000 | Vests in 12 equal quarterly installments over 3 years |
Director compensation received FY2025 (McLaughlin):
- Stock awards: $10,210; RSUs outstanding: 16,668; no options outstanding as of Jan 31, 2025 .
| FY | Stock Awards ($) | RSUs Outstanding (#) | Options Outstanding (#) |
|---|---|---|---|
| 2025 | $10,210 | 16,668 | — |
Performance Compensation
Directors do not have performance-linked cash bonuses or PSU metrics disclosed; RSU grants are time-based.
| Performance Metric | FY2025 Status |
|---|---|
| Revenue/EBITDA/TSR-linked director pay | Not disclosed/not applicable for non-employee directors |
| Change-in-control treatment | Unvested director RSUs automatically vest at change in control for directors in continuous service |
Other Directorships & Interlocks
| Company | Relationship to Rubrik | Interlock/Conflict Notes |
|---|---|---|
| Qualcomm (Chair; Director) | No related-party transactions with Rubrik disclosed | No Compensation Committee interlocks; Rubrik discloses no interlocks/insider participation for its Compensation Committee |
| Snowflake (Director) | No related-party transactions with Rubrik disclosed | None disclosed |
| Palo Alto Networks (former Director) | Prior role | None disclosed |
- Related-party transactions: Rubrik’s IRA covers Lightspeed, Greylock, Bain-affiliated directors; McLaughlin is not listed among related holders; no Mark McLaughlin-related transactions disclosed .
Expertise & Qualifications
- Extensive leadership in cybersecurity, cloud, and internet infrastructure via CEO/board roles (Palo Alto Networks, VeriSign, Snowflake) .
- National security telecommunications advisory experience (NSTAC) .
- Legal and military academic background (JD; West Point BS) .
Equity Ownership
As of March 31, 2025:
- Beneficial ownership: 153 Class A shares and 54,560 Class B shares (including 33,332 Class B held directly and 21,228 via McLaughlin Revocable Living Trust) .
- RSUs outstanding: 16,668; options outstanding: none (as of Jan 31, 2025) .
- Voting: Class B shares carry 20 votes per share; Class A one vote per share .
| Holder | Class A Shares | Class B Shares | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| Mark D. McLaughlin | 153 | 54,560 | 16,668 | — |
Hedging/Pledging:
- Rubrik prohibits director hedging and options trading; pledging prohibited except for CEO under narrow conditions (directors not eligible) .
Insider Trades (Rubrik-specific)
| Date | Transaction | Shares | Notes |
|---|---|---|---|
| Apr 24, 2024 | Equity award (Form 4 labeled “Option Award”) | 50,000 | Rubrik Form 4; paired with exercise next day |
| Apr 25, 2024 | Exercise | 33,332 | Rubrik Form 4 |
| Apr 29, 2024 | Conversion | 42,456 | Rubrik Form 4 (conversion reported) |
| Dec 17, 2024 | Exercise | 33,332 | Rubrik Form 4 |
| Jan 15, 2025 | Equity award (retainer RSUs) | 153 | Rubrik Form 4 |
| Jun 25, 2025 | Equity award | 2,702 | Rubrik Form 4 (non-open market grant) |
Note: Rubrik’s proxy shows no options outstanding for McLaughlin as of Jan 31, 2025; earlier grants reported on Form 4 appear fully or largely exercised by that date .
Governance Assessment
-
Strengths
- Independence and active committee service (Compensation Committee) .
- High engagement: Board/committee cadence robust; directors ≥75% attendance .
- Strong domain expertise in cybersecurity and cloud; external board leadership (Qualcomm Chair; Snowflake) adds strategic perspective .
- Shareholder-aligned director pay: RSU-based, largely time-vested; no cash retainers/meeting fees, with transparent role-based retainer amounts .
-
Watch items
- Multi-board commitments: Significant external roles (Qualcomm Chair, Snowflake Director). Rubrik’s Corporate Governance Guidelines cap service at four additional public company boards; McLaughlin’s known roles appear within limits, but time demands should be monitored .
- Dual-class structure concentrates voting power broadly; while McLaughlin’s holdings are de minimis, Class B carries 20 votes/share—investors should assess overall board and major holder voting dynamics .
-
RED FLAGS
- None disclosed for McLaughlin: No related-party transactions, hedging/pledging prohibited for directors, and no compensation committee interlocks .