Ravi Mhatre
About Ravi Mhatre
Ravi Mhatre (age 58) has served as an independent director of Rubrik, Inc. since January 2014 and is a co-founder and long-standing Partner at Lightspeed Venture Partners (since August 1999). He holds a BA in Economics and BS in Electrical Engineering from Stanford University and an MBA from Stanford Graduate School of Business, with prior public board experience at Nutanix (2010–2021) and MuleSoft (2007–2018), bringing deep venture investing and technology governance expertise to Rubrik’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lightspeed Venture Partners | Co-founder; Partner | Aug 1999–present | Leads/oversees investments; extensive technology company experience |
| Nutanix, Inc. (public) | Director | Jul 2010–Apr 2021 | Oversight during scale-up phase; enterprise cloud experience |
| MuleSoft, Inc. (public; acquired by Salesforce) | Director | May 2007–May 2018 | Enterprise software governance; exit via acquisition |
| Rubrik, Inc. | Director (Class II) | Jan 2014–present | Compensation Committee member; Nominating & Corporate Governance Committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private companies | Director | Ongoing | Not specified; general technology governance |
| Prior: Nutanix, Inc. | Director | 2010–2021 | Public company board experience |
| Prior: MuleSoft, Inc. | Director | 2007–2018 | Public company board experience; acquisition outcome |
Board Governance
- Independence: Board affirmed Mhatre is independent under NYSE and applicable SEC rules; also independent for Compensation Committee service .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Attendance: The Board met 7 times in FY2025; each director attended at least 75% of combined board and committee meetings. Committee meeting counts: Audit 7; Compensation 4; Nominating 1 .
- Board leadership: CEO is Chair; Lead Independent Director is John W. Thompson, who presides over independent director sessions and coordinates independent director activities .
Fixed Compensation
| Component | Structure | FY2025 Value (Mhatre) |
|---|---|---|
| Retainer RSU – Compensation Committee (member) | Fully vested RSUs granted Jan 15 each fiscal year; valued at $10,000 for membership | Included in total |
| Retainer RSU – Nominating & Corporate Governance Committee (member) | Fully vested RSUs granted Jan 15; valued at $5,000 for membership | Included in total |
| Total Non-Employee Director Stock Awards | Aggregate grant-date fair value of RSUs for FY2025 | $15,348 |
- Policy overview: Retainer RSUs for roles (Lead Independent $50,000; Audit chair $35,000/member $10,000; Compensation chair $25,000/member $10,000; Nominating chair $15,000/member $5,000). Annual RSU grants of $250,000 at the annual meeting and initial RSUs of $950,000 for new directors; vesting quarterly; all retainer RSUs fully vest at grant .
Performance Compensation
| Metric/Condition | Details | FY2025 Disclosure |
|---|---|---|
| Performance-based metrics for director pay | None disclosed; director RSUs are retainer/annual grants with time-based vesting | Not applicable |
Other Directorships & Interlocks
| Entity | Nature | Details/Implication |
|---|---|---|
| Lightspeed Venture Partners (affiliates) | Significant shareholder | Lightspeed-affiliated funds hold 22,443,211 Class B shares (31.6% of Class B); combined voting power contribution 29.1% of total. Mhatre is a partner/director of GPs/managers controlling these entities and shares voting/dispositive power. Governance interlock via capital influence . |
| Internal interlock: Lightspeed relationship | Board relationship | Lead Independent Director John W. Thompson is a Venture Partner at Lightspeed since May 2018, indicating overlapping affiliation among Rubrik directors; requires careful independence oversight . |
| Investor Rights Agreement (IRA) | Related party framework | IRA parties include Lightspeed-affiliated entities and Mhatre; provides registration rights; transaction oversight falls under Audit Committee . |
Expertise & Qualifications
- Venture capital leadership with multi-decade track record; technology company boards (cloud, enterprise software) .
- Education: Stanford BA Economics; BS Electrical Engineering; Stanford GSB MBA .
- Skills relevant to governance: Compensation oversight (committee member), board composition and governance (nominating member) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Ravi Mhatre (personal and related holdings per footnote 11) | 341,066 | 22,443,211 | 29.1% |
- Footnote details: Personal Class A held across personal and family trusts; Class B held via Lightspeed-affiliated entities where Mhatre shares voting/dispositive power through GP/manager roles .
- Hedging/pledging: Directors prohibited from hedging and public options trading; pledging prohibited except CEO under strict limits—indicates reduced alignment risks from hedging/pledging for directors .
Governance Assessment
- Committee effectiveness: Mhatre serves on Compensation and Nominating committees; both operate under written charters; Compensation Committee uses independent consultant (Compensia), with independence assessed and no conflicts; oversight includes CEO pay recommendations, director pay policy, equity plan administration, severance/change-in-control protections—indicating structured governance processes .
- Independence and attendance: Board and committee independence affirmed; attendance ≥75% supports engagement. Nominating committee oversees board composition/independence; Audit Committee reviews related-party transactions .
- Alignment signals: Director pay is equity-centric (retainer RSUs fully vested at grant; annual RSUs), modest role-based values for committee work; no cash meeting fees. This supports equity alignment but the fully vested structure reduces ongoing retention lever compared to time-vesting over service periods, partly addressed by quarterly vesting on annual RSUs .
- Potential conflicts and related parties: Lightspeed’s substantial ownership and Mhatre’s GP/manager roles create an influence channel and potential perceived conflicts, mitigated by independence determinations and Audit Committee oversight of related-party transactions (IRA). The additional interlock with John W. Thompson’s Lightspeed affiliation heightens sensitivity; continued robust independent processes and executive sessions are important .
- Risk indicators: No Section 16 delinquency noted for Mhatre (others had late filings due to administrative errors). Company-wide prohibitions on hedging/pledging for directors reduce alignment risks. No legal proceedings disclosed related to Mhatre in the proxy .
RED FLAGS
- Significant affiliated ownership via Lightspeed (29.1% total voting power influence) with Mhatre sharing voting/dispositive power—monitor for recusal on matters intersecting IRA/financings and ensure robust related-party processes .
- Interlock: Lead Independent Director’s Venture Partner role at Lightspeed—elevates need for transparent independence determinations and committee safeguards .