Five top Nutanix executives reported a combined total compensation of $32.7 million this most recent fiscal year—down 37.6 percent from last year’s—even as those leaders missed bonus targets in the second half of the year, the company reported in a regulatory filing this week.

Nutanix’s executive bonus plan measures the performance of three corporate metrics to determine if an executive qualifies for cash incentives: the company’s run-rate annual contract value (ACV), operating expenses and employee engagement, according to a proxy filing the company posted Monday.

The company’s annual ACV billings were $756.3 million in fiscal year 2022, up 27 percent from a year ago.

In the first half, executives delivered at 102 percent of bonus targets on ACV and hit a solid 95 percent for operating expenses, but fell short on employee engagement, which came in at 73 percent, two percent short of the lowest range of the bonus target.

In the second half, executives not only missed on ACV, which they delivered at 94 percent, but Nutanix did not carry out an employee engagement survey, though it stated the survey was part of its compensation review and “an indicator of employee sentiment that we believe is closely linked to employee retention, customer satisfaction, and financial performance.”

CRN has reached out to Nutanix for comment.

Shareholders will have a chance to vote on executives’ fiscal year 2022 compensation at a meeting December 9. In addition to the pay, which is a non-binding vote that can be ignored, shareholders can vote on three changes to the company’s corporate structure.

One proposal drops the barrier to achieve shareholder approval from 66 percent, a supermajority, to a simple majority. This proposed change has been speculated by one analyst as a possible sign that Nutanix is readying for a takeover, according to a report on the website Seeking Alpha. Nutanix has previously told CRN that it does not comment on market rumors.

Meanwhile, partners recently praised Nutanix’s move to extend its Nutanix Cloud Clusters in its hybrid cloud environment to Microsoft Azure-dedicated bare-metal nodes, saying it makes the company much more competitive against VMware.

The following is a list of Nutanix’s top compensated executives in fiscal year 2022.