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 OnOctober 2, 2020 , the Compensation Committee (the "Compensation Committee") of the Board of Directors ofNutanix, 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; andTyler 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 endingJuly 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
Named Executive Officer RSUs GrantedDuston Williams 235,747David Sangster 188,598Tyler Wall 103,729
Each RSU represents a contingent right to receive share of the Company's Class A
common stock, par value
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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. (d) Exhibits. Exhibit Number Description 10.1 Executive Severance Policy .
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