Business Context and Reporting Period
This Form 8-K filing by Nutanix, Inc. reports on events occurring on October 23, 2018. The report details changes to the compensatory arrangements for the company's Named Executive Officers (NEOs), approved by the Compensation Committee of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation adjustments.
Material Changes
The Compensation Committee approved changes to the compensation of three NEOs, effective retroactively to October 1, 2018:
- Base Salary Adjustments:
- Dheeraj Pandey (CEO): $500,000
- Duston Williams (CFO): $450,000
- David Sangster (EVP, Engineering and Operations): $400,000
- Executive Bonus Plan Targets (Fiscal Year ending July 31, 2019):
- Dheeraj Pandey: $500,000
- Duston Williams: $300,000
- David Sangster: $275,000
- Restricted Stock Unit (RSU) Grants:
- Time-Based RSUs: Each of the three NEOs received 100,000 RSUs. These vest in 16 equal quarterly installments starting March 15, 2019, contingent on continuous service.
- Performance RSUs (CEO Only): Dheeraj Pandey received an additional 100,000 RSUs. Vesting is contingent on the company's Class A Common Stock achieving an average price of $80 over an approximately 4.5-year performance period.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or general risk factors. However, it outlines specific vesting risks associated with the Performance RSUs granted to the CEO:
- If the average stock price does not reach $80 during a quarterly measurement, no Performance RSUs vest for that quarter, and unvested units carry over.
- If the $80 threshold is never met during the performance period, the Performance RSUs will terminate.
Investor Verification Checklist
- Verify the retroactive effective date of the salary changes (October 1, 2018).
- Confirm the vesting schedule for Time-Based RSUs begins on March 15, 2019.
- Monitor the company's stock price performance relative to the $80 average threshold required for CEO Performance RSU vesting.
- Note that this filing contains no operational or financial results; refer to the most recent 10-Q or 10-K for financial metrics.