Form 4: Rubrik Director Mark McLaughlin Receives Equity Grant

Rubrik, Inc. Director Mark D. McLaughlin was granted 2,702 restricted stock units (RSUs) on June 25, 2025, as part of his compensation, increasing his beneficial ownership to 2,855 shares.

Summary

• Rubrik, Inc. Director Mark D. McLaughlin was granted 2,702 shares of Class A Common Stock in the form of restricted stock units (RSUs).
• The transaction occurred on June 25, 2025, with a reported price of $0 per share, typical for RSU grants.
• Following this grant, Mr. McLaughlin's beneficial ownership of Class A Common Stock increased to 2,855 shares.
• The RSUs will vest in four equal quarterly installments, specifically on September 15, 2025, December 15, 2025, March 15, 2026, and June 15, 2026, contingent upon his continuous service to the Issuer.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive event for the director, aligning their interests with the company's long-term performance. For the company, it's a standard compensation practice, generally viewed as neutral to slightly positive for governance and retention, with minimal dilutive impact.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, incentivizing long-term performance and retention.
• It represents a standard form of equity compensation for directors, reflecting ongoing commitment to the company.

Negatives

• The issuance of new restricted stock units will result in a minor dilutive effect on existing shareholders upon vesting, though this is a common aspect of equity compensation plans.

Risks

• The vesting of the RSUs is subject to the reporting person's continuous service with Rubrik, Inc., meaning the shares could be forfeited if service ceases before vesting dates.

Future Outlook

The vesting schedule for the granted RSUs extends through June 2026, indicating an expectation of continued service from Director Mark D. McLaughlin and providing a long-term incentive for his contributions to Rubrik, Inc.

Industry Context

The grant of restricted stock units to a director is a standard practice across publicly traded companies, particularly in the technology sector, to attract, retain, and incentivize board members by aligning their financial interests with the long-term performance of the company and its shareholders.

Comparison to Industry Standards

• This RSU grant is consistent with typical director compensation structures observed in the technology industry, where equity awards form a significant component of remuneration.
• While specific comparable companies or projects are not detailed in this filing, the mechanism of granting RSUs with a multi-year vesting schedule is a widely adopted benchmark for aligning director incentives with shareholder value creation, similar to practices at companies like Snowflake, Datadog, or CrowdStrike, which also utilize equity grants for their board members.

Stakeholder Impact

• **Shareholders**: Minor potential future dilution upon vesting of RSUs, offset by improved alignment of director incentives with long-term shareholder value.
• **Director (Mark D. McLaughlin)**: Receives equity compensation, increasing his stake and aligning his financial interests with the company's performance.

Next Steps

• Continued service of Mark D. McLaughlin as a Director of Rubrik, Inc.
• Vesting of 675.5 RSUs on September 15, 2025.
• Vesting of 675.5 RSUs on December 15, 2025.
• Vesting of 675.5 RSUs on March 15, 2026.
• Vesting of 675.5 RSUs on June 15, 2026.

Key Dates

Keywords

Rubrik, RBRK, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Director Compensation, Mark McLaughlin, Equity Compensation