Nutanix, Inc. (NTNX) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated November 10, 2025, discloses the Compensation Committee's approval of fiscal year 2026 executive compensation for Nutanix, Inc. The filing covers the annual base salaries, incentive targets, and equity grants for the President and CEO, Chief Financial Officer, and Chief Legal Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details.
Material Changes and Compensation Details
- Base Salaries: No changes were made to the annual base salaries for Rajiv Ramaswami, Rukmini Sivaraman, or Brian Martin for fiscal year 2026.
- Annual Incentive Targets:
- Rajiv Ramaswami: 100% of base salary ($800,000).
- Rukmini Sivaraman: 100% of base salary ($520,000).
- Brian Martin: 75% of base salary ($356,250).
- Annual Equity Awards: Grants were issued on November 10, 2025, split 50% time-based RSUs and 50% performance-based RSUs (PRSUs).
- Rajiv Ramaswami: 141,283 Time-Based RSUs; 141,283 Target PRSUs.
- Rukmini Sivaraman: 54,339 Time-Based RSUs; 54,339 Target PRSUs.
- Brian Martin: 30,430 Time-Based RSUs; 30,430 Target PRSUs.
Outlook, Risks, and Vesting Terms
Time-Based RSUs: Vest in 16 equal quarterly installments, beginning December 15, 2025, subject to continued service.
Performance-Based RSUs (PRSUs): Vesting is contingent on Total Shareholder Return (TSR) relative to the NASDAQ Composite Index over three performance periods (ending July 31, 2026, 2027, and 2028).
- Performance Periods 1 & 2: Up to 1/3 of PRSUs vest per period. Achievement ranges from 0% to 200% of target, capped at 100% for these periods. Vesting occurs on September 15 following the period.
- Performance Period 3: Remaining PRSUs vest based on cumulative performance, with no 100% cap on achievement percentage.
- Thresholds: 0% achievement below 25th percentile; 50% at 25th; 100% at 50th; 200% at 75th percentile. Linear interpolation applies between thresholds.
Investor Verification Checklist
- Verify the current market price of NTNX to assess the dollar value of the granted RSUs and PRSUs.
- Review the company's historical TSR performance relative to the NASDAQ Composite Index to gauge the likelihood of PRSU vesting.
- Confirm the continued employment status of the named executives through the vesting dates (starting December 15, 2025).
- Check subsequent filings for any amendments to the Executive Incentive Compensation Plan or Equity Incentive Plan.