R. Scott Herren
About R. Scott Herren
R. Scott Herren (age 63) has served as an independent director of Rubrik, Inc. since November 2021. He is Executive Vice President and Chief Financial Officer of Cisco Systems, Inc. (since December 2020), and previously served as CFO of Autodesk, with prior senior finance and strategy roles at Citrix, FedEx, and IBM. He holds a B.S. in Industrial Engineering (Georgia Tech) and an M.B.A. (Columbia University). Rubrik’s Board has designated him “independent” and its “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & Chief Financial Officer | Dec 2020–present | Public company CFO; qualifies as Rubrik’s “audit committee financial expert” |
| Autodesk, Inc. | Chief Financial Officer | 2014–2020 | Led finance for cloud-based design software leader |
| Citrix Systems, Inc. | Leadership & finance roles | Prior to 2014 | Senior strategy/finance positions |
| FedEx Corporation | Senior strategy/finance roles | 16 years (prior) | Global operations/finance experience |
| IBM | Senior strategy/finance roles | Prior | Technology/finance experience |
External Roles
| Organization | Role | Public Board? | Notes |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & Chief Financial Officer | No (executive) | Current full-time operating role |
| Proofpoint, Inc. | Director (prior) | Yes (acquired) | Prior public company directorship (acquired by Thoma Bravo) |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent director under NYSE standards; also independent for Audit Committee |
| Committee assignments | Audit Committee (Chair) |
| Financial expertise | Board designated “audit committee financial expert” (SEC definition) |
| Board structure | CEO serves as Chair; Lead Independent Director is John W. Thompson |
| Meetings and attendance | FY2025: Board met 7x; Audit 7x; Comp 4x; N&G 1x; each director attended ≥75% of applicable meetings |
| Overboarding guardrails | Board must approve service on >4 additional public company boards |
Fixed Compensation
| Component | Mechanics | Amount/Value |
|---|---|---|
| FY2025 Director Stock Awards (reported) | Retainer RSU grants for service; fully vested at grant | Herren: $35,834 (stock awards); total $35,834 |
| Annual RSU (from 2025 onward) | Granted at annual meeting; vests over one year (quarterly) | $250,000 grant-date value per eligible non-employee director |
| Initial RSU (on joining board) | $950,000 grant-date value; vests over 3 years (12 equal quarterly installments) | One-time on appointment/election |
| Retainer RSUs for committee roles | Granted Jan 15; fully vested; sized by role | Audit Chair: $35,000; Audit member: $10,000; Comp Chair: $25,000; Comp member: $10,000; N&G Chair: $15,000; N&G member: $5,000; Lead Independent Director: $50,000 |
| Change in control | Any unvested director RSUs vest upon change in control if in service through closing | As described |
Performance Compensation
- Non-employee director pay is equity-based and time-vested; no disclosed performance metrics or bonuses for directors. Retainer RSUs are fully vested at grant; annual RSUs vest time-based over one year; initial RSUs vest time-based over three years.
Other Directorships & Interlocks
| Topic | Assessment |
|---|---|
| Current public company boards | None disclosed for Herren (other than his executive role at Cisco) |
| Interlocks / related parties | No related-party transactions disclosed involving Herren; independence affirmed |
| Ecosystem overlaps | Rubrik highlights partnerships (e.g., Microsoft/Azure); no disclosed Cisco commercial ties or related-person transactions with Herren |
Expertise & Qualifications
- CFO of a mega-cap technology company (Cisco), with deep experience in accounting, financial management, international operations, and investor relations across large public companies—a strong fit for audit chair responsibilities. Designated audit committee financial expert.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power |
|---|---|---|---|
| R. Scott Herren | 537 | 75,000 | <1% (starred as in filing) |
Notes:
- As of March 31, 2025. Class B carries 20 votes/share versus 1 for Class A.
- As of Jan 31, 2025, Herren had no outstanding RSUs or stock options (retainer RSUs for FY2025 were fully vested at grant).
- Hedging/pledging: Rubrik prohibits hedging and most pledging; only the CEO may pledge under strict limits. Thus, directors like Herren are prohibited from pledging Rubrik stock—a governance positive.
Governance Assessment
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Strengths
- Independent Audit Chair with SEC-designated financial expertise; independence reaffirmed under NYSE rules. This supports financial reporting oversight and risk management.
- Equity-only director pay aligned to shareholder value; clear, formulaic retainer RSU schedule; no performance “gaming” risk for directors.
- Anti-hedging/anti-pledging policy (with narrow CEO-only pledging exemption) enhances alignment and reduces risk of forced sales.
- Attendance threshold met by all directors; Board/Audit met seven times, indicating active oversight cadence.
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Watchpoints
- Time-commitment: Herren is a full-time CFO of Cisco. Rubrik’s Corporate Governance Guidelines require Board approval to exceed four additional public boards, but do not limit executive roles; continued monitoring of committee workload is prudent. No attendance shortfall disclosed.
- Ownership alignment: Herren’s reported beneficial ownership is de minimis (<1%). While common for newly public boards, continued build-up through annual RSUs would increase “skin in the game.”
-
Shareholder signaling
- 2025 AGM: Director nominees (Class I) received strong support (Thompson: 1,401,417,337 For; Wassenaar: 1,409,618,139 For); auditor ratification also overwhelmingly approved—indicative of confidence in governance.
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Conflicts/related-party exposure
- No Item 404 related-person transactions disclosed involving Herren; Audit Committee oversees related-party reviews.