Yvonne Wassenaar
About Yvonne Wassenaar
Independent director at Rubrik since November 2021, Ms. Wassenaar is a technology operating executive and former CEO with deep software, cloud, and go‑to‑market experience; she is 56 years old (age as of March 31, 2025) and is a Class I director nominated to serve through the 2028 annual meeting if re‑elected . She holds a BA in Economics with a specialization in computing from UCLA and an MBA from UCLA Anderson . She currently serves on Rubrik’s Audit Committee and has been determined independent under NYSE standards, including for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puppet, Inc. | Chief Executive Officer | Jan 2019 – May 2022 | — |
| Airware | Chief Executive Officer | Jun 2017 – Sep 2018 | — |
| New Relic, Inc. | Various roles; most recently Chief Information Officer | Aug 2014 – May 2017 | — |
| VMware, Inc. | Various senior positions | Prior to Aug 2014 | — |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Arista Networks, Inc. (public) | Director | Current | Board service |
| JFrog Ltd. (public) | Director | Current | Board service |
| Braze, Inc. (public) | Director | Current | Board service |
| Forrester Research, Inc. (public) | Director | Jun 2017 – May 2025 | Board service (prior) |
| Anaplan, Inc. (public; acquired by Thoma Bravo) | Director | Nov 2019 – Jun 2022 | Board service (prior) |
| MuleSoft, Inc. (public; acquired by Salesforce) | Director | Dec 2017 – May 2018 | Board service (prior) |
| Various private companies and non-profits | Director | Current | Board service |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by R. Scott Herren; all Audit members are NYSE/SEC‑independent and can read and understand fundamental financial statements .
- Independence: Board determined Ms. Wassenaar is independent; also independent for Audit Committee purposes .
- Board leadership: The Board has a Lead Independent Director (John W. Thompson) given the combined CEO/Chair role .
- Board classification/tenure: Class I director; term expired at the 2025 Annual Meeting; nominated to serve through the 2028 Annual Meeting if re‑elected .
- Meetings and attendance: FY ended Jan 31, 2025—Board met 7x; Audit 7x; Compensation 4x; Nominating 1x; each director attended at least 75% of applicable meetings .
- Hedging/pledging: Directors are prohibited from hedging and options trading in Rubrik stock; pledging is prohibited except under a limited CEO‑only policy .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Annual cash retainer | No cash reported for non‑employee directors in FY2025 table (equity retainer used) |
| Equity retainer (RSUs) | $10,210 grant date fair value; retainer RSUs fully vested at grant; retainer RSUs are automatically granted on January 15 each fiscal year per policy |
| Committee/Chair retainers (policy) | Audit member $10,000 RSUs; Audit chair $35,000 RSUs; Comp member $10,000 RSUs; Comp chair $25,000 RSUs; Nominating member $5,000 RSUs; Nominating chair $15,000 RSUs; Lead Independent Director $50,000 RSUs; all fully vested at grant |
| Annual meeting grant (policy) | $250,000 RSUs on each annual meeting date, vesting quarterly over one year (applicable beginning with 2025 annual meeting for incumbent directors) |
FY2025 Wassenaar compensation reported: Stock awards $10,210; Total $10,210 (no additional cash reported) .
Performance Compensation
| Performance Metric | Use in Director Compensation | Notes |
|---|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | Not used/disclosed for directors | Director RSUs are retainer/annual board grants; fully vested at grant (retainers) or time‑vested (annual grants) |
Other Directorships & Interlocks
| Company | Relationship to Rubrik | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Arista Networks, JFrog, Braze (current boards); Forrester, Anaplan, MuleSoft (prior) | External public company boards | No related‑party transactions disclosed involving Ms. Wassenaar or these entities in Rubrik’s related‑party transactions section . |
Expertise & Qualifications
- Technology operator with CEO experience (Puppet, Airware) and CIO experience (New Relic), plus senior roles at VMware, aligning with Rubrik’s software/cloud profile .
- Audit Committee member; Audit Committee members satisfy NYSE requirements to read and understand fundamental financial statements .
- Education: BA Economics (UCLA); MBA (UCLA Anderson) .
Equity Ownership
| Category | Detail |
|---|---|
| Class A shares beneficially owned | 153 shares (<1%) |
| Class B shares beneficially owned | 42,000 shares (<1%) |
| Options (exercisable/unexercisable) | None disclosed for Ms. Wassenaar |
| RSUs outstanding (unvested) | None disclosed for Ms. Wassenaar |
| Hedging/Pledging | Hedging and options trading prohibited; pledging prohibited for directors per policy (CEO‑only limited exception) |
Governance Assessment
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Strengths
- Independent director with relevant operating experience in software and cloud; sits on Audit Committee, enhancing oversight of financial reporting and risk .
- Attendance threshold met (≥75%) alongside full Board; Board and committees met regularly (Board 7x; Audit 7x) supporting engagement .
- No related‑party transactions involving Ms. Wassenaar disclosed; Section 16(a) review lists no late filings for her, indicating compliance discipline .
- Hedging/pledging prohibitions promote alignment and reduce governance risk .
-
Watch items
- Compensation structure relies on fully vested RSU retainers (e.g., $10k Audit member retainer), which provide alignment through equity but limited ongoing performance linkage; however, an additional $250k annual RSU grant vesting quarterly over one year is part of the policy from 2025 onward .
- Multiple external public boards (Arista, JFrog, Braze) increase time commitments; Rubrik’s guidelines cap additional public boards at four with Board approval—her current roles appear within this limit .
Overall signal: Independent, audit‑savvy director with clean related‑party profile and adequate attendance; equity‑only, fully vested retainers are standard in tech but merit monitoring for alignment versus time‑based vesting design going forward .