Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Changes to Compensatory Arrangements of Named Executive Officers
On October 2, 2020, the Compensation Committee (the "Compensation Committee") of
the Board of Directors of Nutanix, Inc. (the "Company") approved certain changes
to the Company's compensation arrangements with its named executive officers
(collectively, the "Named Executive Officers"): Dheeraj Pandey, the Company's
Chief Executive Officer and Chairman; Duston Williams, the Company's Chief
Financial Officer; David Sangster, the Company's Chief Operating Officer; Tarkan
Maner, the Company's Chief Commercial Officer; and Tyler Wall, the Company's
Chief Legal Officer.
Annual Base Salaries
The Committee resolved to make no changes to the annual base salaries of the
Named Executive Officers.
Executive Incentive Compensation Plan - FY 2021 Target Awards
The Named Executive Officers will continue to participate in the Company's
Executive Incentive Compensation Plan at the following target awards for the
Company's fiscal year ending July 31, 2021 ("FY 2021"):
Named Executive Officer Target Award Equivalent Dollar Amount*
Dheeraj Pandey 120% of annual base salary $600,000
Tarkan Maner 100% of annual base salary $450,000
Duston Williams 75% of annual base salary $356,250
David Sangster 75% of annual base salary $356,250
Tyler Wall 60% of annual base salary $255,000
* The equivalent dollar amounts are calculated based upon the applicable Named
Executive Officer's annual base salary in effect as of October 2, 2020.
Grants of Restricted Stock Units
In addition, the following Named Executive Officers each received the following
grants of restricted stock units ("RSUs"), pursuant to and subject to the
Company's 2016 Equity Incentive Plan:
Named Executive Officer RSUs Granted
Duston Williams 235,747
David Sangster 188,598
Tyler Wall 103,729
Each RSU represents a contingent right to receive share of the Company's Class A
common stock, par value $0.000025 per share, upon vesting. The RSUs will vest in
16 equal quarterly installments, with the first of such quarterly installments
to vest on December 15, 2020, subject to the applicable Named Executive
Officer's continuous service to the Company through the applicable vesting date.
Executive Severance Policy
On October 2, 2020, the Compensation Committee also adopted and approved the
Executive Severance Policy (the "Severance Policy") under which any U.S.
employee with the title of executive vice president or senior vice president or
who is an officer within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended (a "Section 16 Officer"), including any Named Executive
Officer other than the Company's Chief Executive Officer (each such employee, an
"Eligible Employee"), is eligible to receive cash and benefit continuation
Under the Severance Policy, if an Eligible Employee's employment is terminated
by the Company for a reason other than cause, death or disability, or resigns on
account of a constructive termination (as such terms are defined in the
Severance Policy), then, subject to a release requirement, the Eligible Employee
will be entitled to receive the following severance benefits:
•A lump-sum payment (less applicable withholdings) of the Eligible Employee's
base salary equal to 75% in the case of an Eligible Employee with the title of
executive vice president (a "Tier 1 Employee") or 50% in the case of an Eligible
Employee with the title of senior vice president or who is a Section 16 Officer
but not an executive vice president (a "Tier 2 Employee"); and
•Payment for or reimbursement of continued health coverage required under
applicable law for the Eligible Employee and any eligible dependents that were
covered under the Company's health care plans immediately prior to the
termination date, for up to nine (9) months in the case of a Tier 1 Employee or
six (6) months in the case of a Tier 2 Employee.
The Severance Policy supersedes any cash-based severance unrelated to a change
of control (as defined in the Severance Policy) set forth in any offer letter or
employment agreement entered into between the Company and the Eligible Employee.
An Eligible Employee must sign a participation agreement to be eligible for
benefits under the Severance Policy.
Participation in the Severance Policy does not impact an Eligible Employee's
participation in the Company's Change of Control and Severance Policy (the "COC
Policy"). However, if an Eligible Employee is eligible for benefits upon a
termination of employment under the COC Policy, then he or she will not receive
any benefits under the Severance Policy. Further, if an Eligible Employee
becomes eligible for benefits under the COC Policy only after he or she has been
provided benefits under the Severance Policy, then any benefits for which such
Eligible Employee becomes eligible under the COC Policy will be automatically
reduced by any benefits provided under the Severance Policy.
Subject to earlier termination in accordance with the terms and conditions of
the Severance Policy, the Severance Policy will automatically terminate upon a
change of control.
The foregoing description of the Severance Policy is qualified in its entirety
by reference to the form of the Severance Policy, which is filed herewith as
Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
10.1 Executive Severance Policy .
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