DEF 14A of Snowflake Inc.

Filed May 25, 2023 · FY20230001640147-23-000082

Open on EDGAR

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| | PAGE | | General Information | 1 | | Information Regarding the Board of Directors and Corporate Governance | 9 | | Director Compensation | 22 | | Proposal One - Election of Directors | 26 | | Proposal Two - Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers | 28 | | Proposal Three - Ratification of Independent Registered Public Accounting Firm | 29 | | Report of the Audit Committee of the Board of Directors | 31 | | Executive Officers | 32 | | Executive Compensation | 34 | | Compensation Discussion and Analysis | 34 | | Report of the Compensation Committee of the Board of Directors | 49 | | Executive Compensation Tables | 50 | | Chief Executive Officer Pay Ratio | 58 | | Pay Versus Performance | 59 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | Transactions with Related Persons | 68 | | Householding of Proxy Materials | 70 | | Other Matters | 71 | | Appendix A | 72 |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PROXY STATEMENT For the 2023 Annual Meeting of Stockholders GENERAL INFORMATION Our board of directors is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders of Snowflake Inc. (together with any adjournments, postponements, or continuations thereof, the Annual Meeting) for the purposes set forth in this proxy statement for our Annual Meeting (Proxy Statement). The Annual Meeting will be held virtually via a live webcast on the internet on July 5, 2023 at 10:00 a.m., Mountain Time. The Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 (2023 Annual Report) is first being mailed on or about May 25, 2023 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our common stock at the close of business on May 12, 2023, you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/SNOW2023 and vote on the proposals described in this Proxy Statement. In this Proxy Statement, we refer to Snowflake Inc. as “Snowflake,” “we,” “us,” or, “our” and the board of directors of Snowflake as “our board of directors.” The 2023 Annual Report accompanies this Proxy Statement. You also may obtain a paper copy of the 2023 Annual Report without charge by following the instructions in the Notice. The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| DATE & TIME July 5, 2023 10:00 a.m. Mountain Time | VIRTUAL MEETING If you held shares of our common stock at the close of business on May 12, 2023, you are invited to virtually attend the Meeting at www.virtualshareholdermeeting.com/SNOW2023 and vote on the proposals described in this Proxy Statement. |
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QUESTIONS AND ANSWERS WHAT AM I VOTING ON?
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| PROPOSAL | | BOARD RECOMMENDATION | PAGE REFERENCE | | 1 | Election of Teresa Briggs, Jeremy Burton, and Mark D. McLaughlin as Class III directors, each to hold office until our annual meeting of stockholders in 2026 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. | “FOR” the election of each of Teresa Briggs, Jeremy Burton, and Mark D. McLaughlin as a Class III director. | Page 26 | | 2 | Approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement (commonly referred to as "say-on-pay"). | "FOR" the approval, on a non-binding advisory basis, of the compensation of our named executive officers. | Page 28 | | 3 | Ratification of the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending January 31, 2024. | “FOR” the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2024. | Page 29 |
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WHY DID I RECEIVE A NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS ON THE INTERNET? Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our board of directors is soliciting your proxy to vote at the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. We intend to mail the Notice on or about May 25, 2023 to all stockholders of record entitled to vote at the Annual Meeting. WILL I RECEIVE ANY OTHER PROXY MATERIALS BY MAIL? We may send you a proxy card, along with a second Notice, after ten calendar days have passed since our first mailing of the Notice. WHO CAN VOTE AT THE ANNUAL MEETING? Only stockholders of record at the close of business on May 12, 2023 (Record Date) will be entitled to vote at the Annual Meeting. On the Record Date, there were 325,914,191 shares of our common stock outstanding and entitled to vote. Stockholder of Record: Shares Registered in Your Name If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone, or by completing and returning a printed proxy card. Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If, at the close of business on the Record Date, your shares were held not in your name, but on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank, or other nominee. Many brokers, banks, or other nominees enable beneficial owners to give voting instructions by telephone or over the internet as well as in writing. You are also welcome to attend the Annual Meeting and vote online during the meeting. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy (sometimes referred to as a “legal proxy”) from your brokerage firm, bank, or other nominee. Follow the instructions from your brokerage firm, bank, or other nominee included with your proxy materials, or contact your brokerage firm, bank, or other nominee to request a proxy form. You may access the meeting and vote by logging in with your control number at www.virtualshareholdermeeting.com/SNOW2023. WILL A LIST OF RECORD STOCKHOLDERS AS OF THE RECORD DATE BE AVAILABLE? For the ten days ending the day prior to the Annual Meeting, a list of stockholders of record as of the Record Date will be available upon request via IR@snowflake.com for examination by any stockholder for any purpose relating to the Annual Meeting. HOW DO I ATTEND AND ASK QUESTIONS DURING THE ANNUAL MEETING? We will be hosting the Annual Meeting via live webcast only. You can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/SNOW2023 by logging in with your control number. The meeting will start at 10:00 a.m., Mountain Time, on Wednesday, July 5, 2023. We recommend that you log in a few minutes before 10:00 a.m., Mountain Time, to ensure you are present when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. In order to attend the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card if you are a stockholder of record. If you are the beneficial owner of your shares, your control number is included with your voting instruction card and voting instructions received from your brokerage firm, bank, or other nominee. Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/SNOW2023. If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/SNOW2023 using your control number, type your question into the “Ask a Question” field, and click “Submit.” When you log into the Annual Meeting, please review our rules of conduct, which have been prepared to ensure a productive and efficient meeting that is fair to all stockholders in attendance. We will answer as many questions as possible in the time allotted for the Annual Meeting. We will only answer questions that are submitted in accordance with the rules of conduct and are relevant to an agenda item to be voted on by stockholders at the Annual Meeting. HOW DO I VOTE? Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by proxy through the internet, by telephone, or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled “Can I change my vote or revoke my proxy after submitting a proxy?” •To vote in advance of the Annual Meeting (i) through the internet, go to www.proxyvote.com to complete an electronic proxy card, or (ii) by telephone, call 1-800-690-6903. You will be asked to provide the control number from the Notice, proxy card, or instructions that accompanied your proxy materials. Votes over the internet or by telephone must be received by 11:59 p.m., Eastern Time on July 4, 2023 to be counted. •To vote in advance of the Annual Meeting using a printed proxy card, simply complete, sign, and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:59 p.m., Eastern Time on July 4, 2023, we will vote your shares as you direct. •To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/SNOW2023, starting at 10:00 a.m., Mountain Time, on Wednesday, July 5, 2023. You will need to enter the 16-digit control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. The webcast will open 15 minutes before the start of the Annual Meeting. Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee, you should have received a Notice containing voting instructions from that nominee rather than from us. To vote online during the Annual Meeting, you must follow the instructions from such nominee. WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE ANNUAL MEETING?
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If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/SNOW2023. HOW MANY VOTES DO I HAVE? On each matter to be voted upon, each holder of shares of our common stock will have one vote per share held as of the close of business on the Record Date. WHAT IF ANOTHER MATTER IS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING? Our board of directors does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. CAN I VOTE MY SHARES BY FILLING OUT AND RETURNING THE NOTICE? No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone, using a printed proxy card, or online at the Annual Meeting. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE? If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted. CAN I CHANGE MY VOTE OR REVOKE MY PROXY AFTER SUBMITTING A PROXY? Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways: •Submit another properly completed proxy card with a later date; •Grant a subsequent proxy by telephone or through the internet; •Send a timely written notice that you are revoking your proxy to our Secretary via email at generalcounsel@snowflake.com; or •Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting. If you are a beneficial owner and your shares are held in “street name” on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that nominee. Your most current proxy card or telephone or internet proxy is the one that will be counted. IF I AM A STOCKHOLDER OF RECORD AND I DO NOT VOTE, OR IF I RETURN A PROXY CARD OR OTHERWISE VOTE WITHOUT GIVING SPECIFIC VOTING INSTRUCTIONS, WHAT HAPPENS? If you are a stockholder of record and do not vote through the internet, by telephone, by completing a proxy card, or online during the Annual Meeting, your shares will not be voted. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our board of directors: •“FOR” the election of Teresa Briggs, Jeremy Burton, and Mark D. McLaughlin as Class III directors; •“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and •“FOR” the ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2024. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. IF I AM A BENEFICIAL OWNER OF SHARES HELD IN “STREET NAME” AND I DO NOT PROVIDE MY BROKERAGE FIRM, BANK, OR OTHER NOMINEE WITH VOTING INSTRUCTIONS, WHAT HAPPENS? If you are a beneficial owner and do not instruct your brokerage firm, bank, or other nominee how to vote your shares, your shares will be considered “uninstructed” and the question of whether your nominee will be able to vote your shares depends on whether, pursuant to stock exchange rules, the proposal is deemed to be a “routine” matter. Brokerage firms, banks, and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation, and certain corporate governance proposals, even if management-supported. Proposals One and Two are considered to be “non-routine,” meaning that your brokerage firm, bank, or other nominee may not vote your shares on those proposals in the absence of your voting instructions, which would result in a “broker non-vote,” and your shares would not be counted as having been voted. Proposal Three is considered to be “routine,” meaning that if you do not return voting instructions to your brokerage firm, bank, or other nominee by its deadline, your shares may be voted on Proposal Three by your brokerage firm, bank, or nominee in its discretion. Please instruct your brokerage firm, bank, or other nominee to ensure that your vote will be counted.
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| If you are a beneficial owner of shares held in street name and do not plan to attend the Annual Meeting, you must provide voting instructions to your brokerage firm, bank, or other nominee by the deadline provided in the materials you receive from your nominee to ensure your shares are voted in the way you prefer. |
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WHAT ARE “BROKER NON-VOTES”? As discussed above, when a beneficial owner of shares held in “street name” does not give voting instructions to the brokerage firm, bank, or other nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the brokerage firm, bank, or other nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposals One and Two are “non-routine” and, therefore, broker non-votes may occur in connection with these proposals. HOW ARE VOTES COUNTED? The inspector of election for the Annual Meeting will separately count: •For the proposal to elect three Class III directors, votes “FOR,” “WITHHOLD,” and broker non-votes; •For the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, votes "FOR," "AGAINST," abstentions, and broker non-votes; and •For the proposal to ratify the selection of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2024, votes “FOR,” “AGAINST,” and abstentions. HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL? Proposal One Directors are elected by a plurality vote. “Plurality” means that the three director nominees for Class III who receive the largest number of votes cast “FOR” such nominees will be elected as directors. As a result, any shares not voted “FOR” a particular nominee, whether as a result of a “WITHHOLD” vote or a broker non-vote (in other words, where a brokerage firm has not received voting instructions from the beneficial owner and for which the brokerage firm does not have discretionary power to vote on a particular matter), will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as a director. Proposal Two The approval of the compensation of our named executive officers on a non-binding, advisory basis requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy and entitled to vote at the Annual Meeting. Abstentions are considered shares present and entitled to vote on this proposal and will therefore have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or our company. Our board of directors and our compensation committee, however, will consider the outcome of the vote when determining the future compensation of our named executive officers. Proposal Three The ratification of the selection of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2024 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy and entitled to vote at the Annual Meeting. Abstentions are considered shares present and entitled to vote on this proposal and will therefore have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. WHAT IS THE QUORUM REQUIREMENT? A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present at the Annual Meeting either by virtual attendance or by proxy. On the Record Date, there were 325,914,191 shares of our common stock outstanding and entitled to vote. Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage, bank, or other nominee) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or holders of a majority of the voting power of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date. HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING? We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results. WHEN ARE STOCKHOLDER PROPOSALS DUE FOR NEXT YEAR’S ANNUAL MEETING? Requirements for stockholder proposals to be considered for inclusion in our proxy materials To be considered for inclusion in next year’s proxy materials, stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), must be submitted in writing by January 26, 2024, to our Secretary at Suite 3A, 106 East Babcock Street, Bozeman, Montana 59715, Attention: Secretary. Requirements for stockholder proposals to be brought before the annual meeting Our amended and restated bylaws provide that, for stockholder proposals that are not to be included in next year’s proxy materials to be considered at an annual meeting, stockholders must give timely advance written notice thereof to our Secretary at Suite 3A, 106 East Babcock Street, Bozeman, Montana 59715, Attention: Secretary. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2024 annual meeting of stockholders that is not to be included in next year’s proxy materials must be received by our Secretary in writing not later than the close of business on April 6, 2024 nor earlier than the close of business on March 7, 2024. However, if our 2024 annual meeting of stockholders is not held between June 5, 2024 and August 4, 2024, the notice must be received (A) not earlier than the close of business on the 120th day prior to the 2024 annual meeting of stockholders, and (B) not later than the close of business on the later of the 90th day prior to the 2024 annual meeting of stockholders or, if later than the 90th day prior to the 2024 annual meeting of stockholders, the 10th day following the day on which public announcement of the date of the 2024 annual meeting is first made. Any such notice to the Secretary must include the information required by our amended and restated bylaws. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must satisfy the foregoing requirements under our amended and restated bylaws and provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by no later than the close of business on April 6, 2024. WHO IS PAYING FOR THIS PROXY SOLICITATION? We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/or vote over the internet, you are responsible for any internet access charges you may incur. THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The following table presents, for the Class III nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their independence and position or office held with, as well as their age as of April 30, 2023:
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| NAME | AGE | INDEPENDENT | TITLE | | Class I directors(1) | | | | | Stephen B. Burke(2)(3) | 64 | | Director | | Benoit Dageville | 56 | | President of Products and Director | | Mark S. Garrett(3)(4) | 65 | | Director | | Jayshree V. Ullal(2) | 62 | | Director | | Class II directors(1) | | | | | Kelly A. Kramer(4) | 55 | | Director | | Frank Slootman | 64 | | Chief Executive Officer and Chairman | | Michael L. Speiser(2)(3)* | 52 | | Director | | Class III director nominees(1) (5) | | | | | Teresa Briggs(4) | 62 | | Director | | Jeremy Burton | 55 | | Director | | Mark D. McLaughlin(2) | 57 | | Director |
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* Lead independent director. (1)Class III director nominees are up for election at the Annual Meeting and will continue in office until the 2026 annual meeting of stockholders. Class I directors will continue in office until the 2024 annual meeting of stockholders. Class II directors will continue in office until the 2025 annual meeting of stockholders. (2)Member of the compensation committee. (3)Member of the nominating and governance committee. (4)Member of the audit committee. (5)On May 23, 2023, John D. McMahon notified our board of directors that he would not stand for re-election at the Annual Meeting and would therefore step down as a director, as a member of the compensation committee, and as a member of the nominating and governance committee upon the expiration of his term at the conclusion of the Annual Meeting. On April 5, 2023, Carl M. Eschenbach resigned as a member of our board of directors and as a member of the compensation committee, and our board of directors appointed Mark D. McLaughlin as a member of our board of directors and as a member of the compensation committee. Set forth below is biographical information for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service. NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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| TERESA BRIGGS | | Teresa Briggs has served as a member of our board of directors since December 2019. Ms. Briggs served as Vice Chair & West Region and San Francisco Managing Partner of Deloitte LLP, a global professional services firm, from June 2011 to April 2019, and as Managing Partner, Silicon Valley from June 2006 to June 2011. Ms. Briggs also served on the board of directors of Deloitte USA LLP from January 2016 to March 2019. Ms. Briggs currently serves on the board of directors and the audit committees of ServiceNow, Inc., DocuSign, Inc., and Warby Parker. Ms. Briggs previously served on the board of directors of VG Acquisition Corp. Ms. Briggs also served as an adjunct member of Deloitte’s Center for Board Effectiveness. In 2019, she was a Distinguished Careers Fellow at Stanford University. Ms. Briggs holds a B.S. degree in Accounting from the University of Arizona, Eller College of Management. Ms. Briggs is qualified to serve on our board of directors because of her financial expertise and management experience. |
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| JEREMY BURTON | | Jeremy Burton has served as a member of our board of directors since March 2016. Since November 2018, Mr. Burton has served as the Chief Executive Officer of Observe, Inc., an information technology and services company. Prior to Observe, Mr. Burton served as Executive Vice President, Marketing & Corporate Development of Dell Technologies, a worldwide technology company, from September 2016 to April 2018, and in various roles at EMC Corporation, including as President of Products from April 2014 to September 2016 and Executive Vice President and Chief Marketing Officer from March 2010 to March 2014. Mr. Burton holds a B.Eng. (Hons) degree in Information Systems Engineering from the University of Surrey. Mr. Burton is qualified to serve on our board of directors because of his operational and marketing expertise. |
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| MARK D. MCLAUGHLIN | | Mark D. McLaughlin has served as a member of our board of directors since April 2023. From 2011 until 2018, Mr. McLaughlin served as Chief Executive Officer and Chairman of the Board of Palo Alto Networks, a global cybersecurity company, and as Vice Chairman of the Board until December 2022. From 2009 through 2011, Mr. McLaughlin served as President and Chief Executive Officer of VeriSign, Inc., a provider of internet infrastructure services. Prior to that, Mr. McLaughlin served in several roles at VeriSign, including as Executive Vice President, Products and Marketing. President Barack Obama appointed Mr. McLaughlin to serve on the President's National Security Telecommunications Advisory Committee in January 2011, and he served on this Committee until April 2023. Mr. McLaughlin currently serves as Chairman of the board of directors of Qualcomm, Inc. and as a director of Snorkel.AI, a private company. Mr. McLaughlin holds a B.S. degree from the U.S. Military Academy at West Point and a J.D. degree from Seattle University School of Law. Mr. McLaughlin is qualified to serve on our board of directors because of his leadership experience and knowledge of the technology and cybersecurity industry. |
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING OF STOCKHOLDERS
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| STEPHEN B. BURKE | | Stephen B. Burke has served on our board of directors since May 2023. From January 2020 until August 2020, Mr. Burke served as Chairman of NBCUniversal Media, LLC, a multinational mass media and entertainment conglomerate, and as Chief Executive Officer of NBCUniversal and Senior Executive Vice President of Comcast Corporation, a multinational telecommunications and media conglomerate, between January 2011 and January 2020. From 1998 until 2011, Mr. Burke served as Chief Operating Officer of Comcast Corporation, and currently serves as a Senior Advisor to Comcast Corporation. Mr. Burke is a founder of, and currently runs, Madison Valley Partners, a venture capital firm founded in 2019 that invests in climate-centered technology companies. Mr. Burke currently serves on the board of directors of JPMorgan Chase & Co and Berkshire Hathaway Inc. Mr. Burke holds an undergraduate degree from Colgate University and an M.B.A. degree from Harvard Business School. Mr. Burke is qualified to serve on our board of directors because of his extensive leadership experience and media industry knowledge. |
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| BENOIT DAGEVILLE | | Benoit Dageville is one of our co-founders and has served as a member of our board of directors since August 2012. Dr. Dageville currently serves as our President of Products, and previously served as our Chief Technology Officer from August 2012 to May 2019. Before our founding, Dr. Dageville served in various engineering roles at Oracle Corporation, a software and technology company, including as Architect in the Manageability Group from January 2002 to July 2012. Dr. Dageville holds B.S., M.S., and Ph.D. degrees in Computer Science from Jussieu University. Dr. Dageville is qualified to serve on our board of directors because of his experience and perspective as one of our co-founders as well as his extensive experience driving product innovation. |
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| MARK S. GARRETT | | Mark S. Garrett has served as a member of our board of directors since April 2018. Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a global software company, from February 2007 to April 2018. From June 2004 to February 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, a computer data storage company. Mr. Garrett currently serves on the board of directors of GoDaddy Inc. and Cisco Systems, Inc. He previously served on the board of directors of Informatica Corporation, from October 2008 to August 2015, Model N, Inc., from January 2008 to May 2016, Pure Storage, Inc. from July 2015 to December 2021, and NightDragon Acquisition Corp from February 2021 to December 2022. Mr. Garrett holds a B.S. degree in Accounting and Marketing from Boston University and an M.B.A. degree from Marist College. Mr. Garrett is qualified to serve on our board of directors because of his financial expertise and management experience. |
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| JAYSHREE V. ULLAL | | Jayshree V. Ullal has served on our board of directors since June 2020. Since October 2008, Ms. Ullal has served as President, Chief Executive Officer, and director of Arista Networks, Inc., a cloud networking company. From September 1993 to May 2008, Ms. Ullal served in various positions at Cisco Systems, Inc., a worldwide technology company, with her last position as senior vice president of the data center, switching and services group. Ms. Ullal holds a B.S. degree in Engineering (Electrical) from San Francisco State University and an M.S. degree in Engineering Management from Santa Clara University. She is a 2013 recipient of the Santa Clara University School of Engineering Distinguished Engineering Alumni Award. Ms. Ullal is qualified to serve on our board of directors because of her extensive experience as a senior executive and chief executive officer in the cloud computing industry. |
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS
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| KELLY A. KRAMER | | Kelly A. Kramer has served as a member of our board of directors since January 2020. From January 2015 to December 2020, Ms. Kramer served as Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a worldwide technology company. From January 2012 to January 2015, Ms. Kramer served in various finance roles at Cisco, including Senior Vice President, Corporate Finance and Senior Vice President, Business Technology and Operations Finance. Prior to Cisco, she served in various finance roles at GE Healthcare Systems, GE Healthcare Diagnostic Imaging, and GE Healthcare Biosciences. Ms. Kramer currently serves on the board of directors of Gilead Sciences, Inc. and Coinbase Global, Inc. Ms. Kramer holds a B.S. degree in Mathematics from Purdue University. Ms. Kramer is qualified to serve on our board of directors because of her financial expertise and management experience. |
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| FRANK SLOOTMAN | | Frank Slootman has served as our Chief Executive Officer and as a member of our board of directors since April 2019 and as Chairman of our board of directors since December 2019. Before joining us, Mr. Slootman served as Chairman of the board of directors of ServiceNow, Inc., an enterprise IT cloud company, from October 2016 to June 2018. From May 2011 to April 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow, Inc. From January 2011 to April 2011, Mr. Slootman served as a Partner of Greylock Partners, a venture capital firm. From July 2009 to January 2011, Mr. Slootman served as President of the Backup Recovery Systems Division at EMC Corporation, a computer data storage company, and as an advisor from January 2011 to February 2012. From July 2003 until its acquisition by EMC in July 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an electronic storage solution company. Mr. Slootman previously served as a member of the board of directors of Pure Storage, Inc. from May 2014 to February 2020, and Imperva, Inc., from August 2011 to March 2016. Mr. Slootman holds undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. Mr. Slootman is qualified to serve on our board of directors because of his management experience and business expertise, including his prior executive-level leadership and experience scaling companies, as well as his past board service at a number of other publicly traded companies. |
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| MICHAEL L. SPEISER | | Michael L. Speiser has served as a member of our board of directors since our inception in July 2012, and as our lead independent director since December 2019. Mr. Speiser also served as our part-time Chief Executive Officer and Chief Financial Officer from August 2012 to June 2014. Since 2008, Mr. Speiser has served as a Managing Director at Sutter Hill Ventures, a venture capital firm. Mr. Speiser previously served on the board of directors of Pure Storage, Inc., ending in 2019, and currently serves on the board of several private companies. Mr. Speiser holds a B.A. degree in Political Science from the University of Arizona and an M.B.A. from Harvard Business School. Mr. Speiser is qualified to serve on our board of directors because of his leadership and operational experience in the technology industry and knowledge of high-growth companies. |
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INDEPENDENCE OF OUR BOARD OF DIRECTORS Our Class A common stock is listed on the New York Stock Exchange (NYSE). Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company's board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if the listed company’s board of directors affirmatively determines that the director does not have a material relationship with the company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company) that, in the opinion of the listed company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing standards of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NYSE. Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has affirmatively determined that each of our directors, other than Mr. Burton, Mr. Slootman, and Dr. Dageville, is “independent” as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the SEC. In making these affirmative determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company, and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Transactions with Related Persons.” Our board of directors also considered Mr. Speiser's previous relationship with Snowflake from August 2012 to June 2014. During this period, Mr. Speiser served as our part-time Chief Executive Officer and Chief Financial Officer, while our founders focused on developing our original technology. Our board of directors has determined that such service does not impact Mr. Speiser's independence because (i) Mr. Speiser has not served in these capacities for over eight years, (ii) during this time, Mr. Speiser continued to be employed by Sutter Hill Ventures and his part-time role as an officer was in furtherance of Sutter Hill Ventures' investment, (iii) it was an interim position until Snowflake hired a full-time, non-founder chief executive officer, and (iv) our board of directors does not believe that Mr. Speiser has any relationship with Snowflake, whether due to his prior service as an officer or otherwise, that interferes with his exercise of independent judgment. BOARD LEADERSHIP Our nominating and governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors as our nominating and governance committee deems appropriate. Our corporate governance guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent members of our board of directors may designate a “lead independent director.” Currently, our board of directors believes that it is in the best interests of our company and our stockholders for our Chief Executive Officer, Mr. Slootman, to serve as both Chief Executive Officer and Chairman given his knowledge of our company and industry and his strategic vision. Because Mr. Slootman has served and continues to serve in both these roles, and in accordance with our corporate governance guidelines, our board of directors has appointed a lead independent director, Michael L. Speiser. As lead independent director, Mr. Speiser provides leadership to our board of directors if circumstances arise in which the role of Chief Executive Officer and Chairman of our board of directors may be, or may be perceived to be, in conflict, and performs such additional duties as our board of directors may otherwise determine and delegate, including, among other things, (i) presiding at meetings of our board of directors at which the Chairman is not present, (ii) convening meetings of the independent members of our board of directors, and (iii) serving as liaison between our Chairman and our independent directors. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors, and sound corporate governance policies and practices. ROLE OF THE BOARD IN RISK OVERSIGHT Our board of directors oversees our risk management processes, which are designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance stockholder value while mitigating and managing identified risks. A fundamental part of our approach to risk management is not only understanding the most significant risks we face as a company and the necessary steps to manage those risks, but also deciding what level of risk is appropriate for our company. Our board of directors plays an integral role in guiding management’s risk tolerance and determining an appropriate level of risk. While our full board of directors has overall responsibility for evaluating key business risks, its committees monitor and report to our board of directors on certain risks. Our audit committee monitors our major financial, reporting, and cybersecurity risks, and the steps our management has taken to identify and control these exposures, including by reviewing and setting guidelines, internal controls, and policies that govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, and directly supervises our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our nominating and governance committee oversees risks associated with director independence and the composition and organization of our board of directors, monitors the effectiveness of our corporate governance guidelines, plans for leadership succession, and provides general oversight of our other corporate governance policies and practices. In connection with its reviews of the operations of our business, our full board of directors addresses holistically the primary risks associated with our business, as well as the key risk areas monitored by its committees, including cybersecurity risks. Our board of directors appreciates the evolving nature of our business and industry and is actively involved in monitoring new threats and risks as they emerge. In particular, our board of directors is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents. At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal risks, competition risks, cybersecurity and privacy risks, and financial, tax, and audit-related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.
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BOARD MEETINGS AND COMMITTEES Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring its approval. Our board of directors met four times during our last fiscal year. Our board of directors has established an audit committee, a compensation committee, and a nominating and governance committee. The audit committee met five times during our last fiscal year. The compensation committee met four times during our last fiscal year. The nominating and governance committee met four times during our last fiscal year. During our last fiscal year, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. We encourage our directors and nominees for director to attend our Annual Meeting. Six of our then-current directors attended our 2022 annual meeting of stockholders. As required under applicable NYSE listing standards, our non-management directors met twice during our last fiscal year in regularly scheduled executive sessions at which only non-management directors were present. Mr. Speiser, our lead independent director, presided over these executive sessions. The composition and responsibilities of each of the standing committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee
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| CURRENT MEMBERS: TERESA BRIGGS, MARK S. GARRETT (CHAIR), AND KELLY A. KRAMER | | | | | | RESPONSIBILITIES The principal duties and responsibilities of our audit committee include, among other things: •selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •helping to ensure the independence and performance of the independent registered public accounting firm; •helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm; •discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accounting firm, our interim and year-end operating results; •developing and overseeing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •helping to oversee legal and regulatory compliance; •reviewing our policies on risk assessment and risk management, including information security policies and practices; •overseeing the organization and performance of our internal audit function; •establishing our investment policy to govern our cash investment program; •reviewing related party transactions; •obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and •approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm. | | | QUALIFICATIONS Our board of directors has determined that each of our audit committee members satisfies the independence requirements under the NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act. Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements, and our board of directors has determined that each of Ms. Briggs, Mr. Garrett, and Ms. Kramer is an “audit committee financial expert” within the meaning of SEC regulations. | |
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Our board of directors has determined that the simultaneous service by Ms. Briggs on the audit committee of more than three public companies does not impair her ability to effectively serve on our audit committee. In arriving at this determination, our board of directors examined Ms. Briggs' scope of experience, the time commitment associated with service on other audit committees, and other relevant factors. Our audit committee operates under a written charter that satisfies the applicable listing standards of the NYSE and is available to stockholders on our website at www.investors.snowflake.com. Compensation Committee
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| CURRENT MEMBERS: STEPHEN B. BURKE, MARK D. MCLAUGHLIN, JOHN D. MCMAHON, MICHAEL L. SPEISER, AND JAYSHREE V. ULLAL (CHAIR) | | | | | | RESPONSIBILITIES The principal duties and responsibilities of our compensation committee include, among other things: •approving the retention of compensation consultants and outside service providers and advisors to the committee; •reviewing and approving, or recommending that our board of directors approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of our Chief Executive Officer and, with his assistance, that of our other executive officers; •reviewing and recommending to our board of directors the compensation of our directors; •administering our equity and non-equity incentive plans; •reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives; •preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC; •reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans; and •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. | | | QUALIFICATIONS Our board of directors has determined that each of our compensation committee members is independent under NYSE listing standards. The compensation committee has a compensation subcommittee, consisting of Mr. Burke, Mr. McLaughlin, Mr. McMahon, and Ms. Ullal, to which our board of directors has delegated the responsibility for approving transactions between us and our officers and directors that are within the scope of Rule 16b-3 promulgated under the Exchange Act. | |
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Each of Mr. Burke, Mr. McLaughlin, Mr. McMahon, and Ms. Ullal is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. Our compensation committee operates under a written charter that satisfies the applicable listing standards of the NYSE and is available to stockholders on our website at www.investors.snowflake.com. PROCESSES AND PROCEDURES FOR COMPENSATION DECISIONS Our compensation committee is primarily responsible for establishing and reviewing our overall compensation strategy. In addition, our compensation committee oversees our compensation and benefit plans and policies, administers our equity incentive plans, and reviews and approves all compensation decisions relating to our executive officers, including our Chief Executive Officer. Our compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers, other than himself. Our compensation committee has adopted an Equity Award Policy, pursuant to which it delegated authority to our Chief Executive Officer, in his capacity as a member of our board of directors, to grant and modify, without any further action required by our board of directors or compensation committee, certain stock options, restricted stock units, and other equity incentive awards to our employees and other service providers who are neither executive officers nor certain other members of management. As part of its oversight function, our compensation committee reviews on a quarterly basis the grants awarded under the Equity Award Policy. The delegation of authority under the Equity Award Policy is not exclusive, and both our board of directors and our compensation committee retain the right to grant and modify equity awards. Under its charter, our compensation committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel, and other advisers. For the fiscal year ended January 31, 2023 and for prior fiscal years, our compensation committee retained Compensia, Inc. (Compensia), a compensation consulting firm with compensation expertise relating to technology companies, to provide it with market information, analysis, and other advice relating to executive compensation on an ongoing basis. Compensia was engaged directly by our compensation committee to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers and non-employee directors, as well as to assess each separate element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation related services to us, and maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, our compensation committee has assessed the independence of Compensia, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and concluded that no conflict of interest exists with respect to the work that Compensia performs for our compensation committee. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION For the fiscal year ended January 31, 2023, our compensation committee consisted of Mr. Eschenbach, Mr. McMahon, Mr. Speiser, and Ms. Ullal. None of the members of the compensation committee are currently, or have been at any time, one of our officers or employees, except Michael L. Speiser, who served as our part-time Chief Executive Officer and Chief Financial Officer from August 2012 to June 2014. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. Nominating and Governance Committee
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| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(3) | TOTAL ($)(4) | | Teresa Briggs | 42,250 | 352,658 | 394,908 | | Jeremy Burton | 32,250 | 352,658 | 384,908 | | Carl M. Eschenbach(1) | 38,250 | 352,658 | 390,908 | | Mark S. Garrett | 57,000 | 352,658 | 409,658 | | Kelly A. Kramer | 42,250 | 352,658 | 394,908 | | John D. McMahon(2) | 42,250 | 352,658 | 394,908 | | Michael L. Speiser | 65,625 | 352,658 | 418,283 | | Jayshree V. Ullal | 46,875 | 352,658 | 399,533 |
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(1)On April 5, 2023, Carl M. Eschenbach resigned as a member of our board of directors and as a member of the compensation committee. (2)On May 23, 2023, John D. McMahon notified our board of directors that he would not stand for election at the Annual Meeting and would therefore step down as a director, as a member of the compensation committee, and as a member of the nominating and governance committee upon the expiration of his term at the conclusion of the Annual Meeting. (3)The amounts reported represent the aggregate grant date fair value of the restricted stock unit awards (RSU awards) granted under our 2020 Equity Incentive Plan (2020 Plan) to our non-employee directors in accordance with our non-employee director compensation policy, calculated in accordance with FASB Accounting Standards Codification (ASC) Topic 718 (Topic 718). Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. (4)The following table presents the aggregate number of shares of our common stock underlying outstanding stock options and RSU awards held by our non-employee directors as of January 31, 2023:
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| NAME | NUMBER OF SHARES UNDERLYING STOCK OPTIONS (#) | NUMBER OF SHARES UNDERLYING RSU AWARDS (#) | | Teresa Briggs | 30,000(a) | 2,217 | | Jeremy Burton | 36,459 | 2,217 | | Carl M. Eschenbach | — | 2,217 | | Mark S. Garrett | 567,000 | 2,217 | | Kelly A. Kramer | 50,000 | 2,217 | | John D. McMahon | 560,296 | 2,217 | | Michael L. Speiser | — | 2,217 | | Jayshree V. Ullal | 50,000 | 2,217 |
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(a)Held by The Teresa Briggs Trust, of which Ms. Briggs is a trustee. NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted a Non-Employee Director Compensation Policy, as amended and restated, pursuant to which our non-employee directors receive the following compensation. EQUITY COMPENSATION In accordance with the limitations provided in the 2020 Plan, each new non-employee director who joins our board of directors will automatically receive an RSU award for common stock having a value of $1,000,000 based on the fair market value of the underlying common stock on the date of grant (Initial RSU Award). Each Initial RSU Award will vest over three years, with one-third of the Initial RSU Award vesting on the first, second, and third anniversary of the date of grant. On the date of each annual meeting of our stockholders, each person who is then a non-employee director (excluding any non-employee director whose Initial Calendar Year (as defined in the Non-Employee Director Compensation Policy) falls in the same calendar year as such annual meeting) will automatically receive an RSU award for common stock having a value of $300,000 based on the average fair market value of the underlying common stock for the 20 trading days prior to and ending on the date of grant (Annual RSU Award). Each Annual RSU Award will vest on the earlier of (i) the date of the following year’s annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of grant. All outstanding awards held by each non-employee director who is in service as of immediately prior to a Corporate Transaction (as defined in the Non-Employee Director Compensation Policy) will become fully vested as of immediately prior to the closing of such Corporate Transaction. CASH COMPENSATION Pursuant to our Non-Employee Director Compensation Policy effective during fiscal year 2023, each non-employee director was entitled to receive the following cash compensation for service on our board of directors and its committees as follows: •$30,000 (increased to $33,000 effective May 1, 2022) annual cash retainer for service as a board member and an additional annual cash retainer of $15,000 (increased to $20,000 effective May 1, 2022) for service as lead independent director of our board of directors, if any; •$10,000 annual cash retainer for service as a member of the audit committee and $20,000 (increased to $21,000 effective May 1, 2022) annual cash retainer for service as chair of the audit committee (in lieu of the committee member service retainer); •$6,000 annual cash retainer for service as a member of the compensation committee and $13,500 (increased to $15,000 effective May 1, 2022) annual cash retainer for service as chair of the compensation committee (in lieu of the committee member service retainer); and •$4,000 annual cash retainer for service as a member of the nominating and governance committee and $7,500 (increased to $9,000 effective May 1, 2022) annual cash retainer for service as chair of the nominating and governance committee (in lieu of the committee member service retainer) Pursuant to our current Non-Employee Director Compensation Policy, which was amended in April 2023, for each calendar year following the Initial Calendar Year, each non-employee director is entitled to receive the following cash compensation for service on our board of directors and its committees as follows: •$33,000 annual cash retainer for service as a board member and an additional annual cash retainer of $20,000 for service as lead independent director of our board of directors, if any; •$10,000 annual cash retainer for service as a member of the audit committee and $21,000 (increased to $25,000 effective May 1, 2023) annual cash retainer for service as chair of the audit committee (in lieu of the committee member service retainer); •$6,000 annual cash retainer for service as a member of the compensation committee (increased to $9,500 effective May 1, 2023) and $15,000 annual cash retainer for service as chair of the compensation committee (in lieu of the committee member service retainer); and •$4,000 annual cash retainer for service as a member of the nominating and governance committee (increased to $5,000 effective May 1, 2023) and $9,000 (increased to $10,000 effective May 1, 2023) annual cash retainer for service as chair of the nominating and governance committee (in lieu of the committee member service retainer). The annual cash compensation amounts are payable in equal quarterly installments following the end of each quarter in which the service occurred, pro-rated for any partial months of service. EXPENSES We will reimburse each eligible non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at meetings of our board of directors and any committee of the board. Our directors are also encouraged and provided with opportunities to participate in educational programs that would assist them in discharging their duties as a member of our board of directors. Pursuant to our corporate governance guidelines, we will reimburse each of our non-employee directors up to $10,000 each fiscal year in connection with their participation in such programs. STOCK OWNERSHIP GUIDELINES In an effort to align our directors’ and executive officers’ interests with those of our stockholders, we have adopted stock ownership guidelines. Within five years of becoming subject to the guidelines, our non-employee directors are expected to hold Snowflake stock valued at not less than five times their total annual cash retainer for board and committee service. Within five years of becoming subject to the guidelines, our executive officers are expected to hold Snowflake stock valued at not less than five times annual base salary for our Chief Executive Officer and Chief Financial Officer, and two times annual base salary for our other executive officers. Stock ownership for purposes of the stock ownership guidelines include the following: (i) shares of stock owned directly, (ii) shares underlying vested, “in-the-money” stock options to purchase shares of common stock, and (iii) shares of common stock beneficially owned indirectly. Stock ownership will not include shares underlying unvested stock options, restricted stock units, or unvested shares of common stock issued upon early exercise of stock options. ONE Election of Directors
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)See our earnings press release for the fiscal year and quarter ended January 31, 2023 filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2023 for definitions of remaining performance obligations, net revenue retention rate, total customers, and customers with trailing 12-month product revenue greater than $1 million. See Appendix A to this Proxy Statement for a definition of non-GAAP free cash flow and a full reconciliation to the most directly comparable financial measure stated in accordance with GAAP. (2)Based on the 2022 Forbes Global 2000 list. Our Forbes Global 2000 customer count is subject to adjustments for annual updates to the Global 2000 list by Forbes, as well as acquisitions, consolidations, spin-offs, and other market activity with respect to such customers. Fiscal Year 2023 Executive Compensation Highlights Our compensation committee made the following named executive officer compensation decisions for fiscal year 2023: •Base Salary: Our compensation committee did not increase base salaries for any of our named executive officers. •Performance-Based Cash Bonus: Our compensation committee increased target incentive bonus opportunities for each of our named executive officers to better align pay to performance. •Long-Term Equity Awards: Our compensation committee granted to each of our named executive officers long-term incentive compensation in the form of RSU awards and stock options. Notable Changes Since Fiscal Year 2023 To strengthen the alignment between executive officer compensation and corporate performance and to better achieve the below objectives for the fiscal year ending January 31, 2024 (fiscal year 2024), in March 2023 our compensation committee decided to grant to our executive officers performance-based RSU awards, rather than stock options, in addition to time-based RSU awards. EXECUTIVE COMPENSATION OBJECTIVES, POLICIES, AND PRACTICES We design our executive compensation program to achieve the following objectives: •Attract, incentivize, retain, and reward top quality executive management; •Demand and reward the achievement of aggressive key performance measures; •Discourage excessive risk taking; and •Ensure that executive compensation is meaningfully related to the creation of long-term stockholder value. Our compensation committee closely considers our compensation philosophy and objectives as well as corporate performance, including the significant corporate achievements described above, when making executive compensation decisions. The important features of our executive compensation program include:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| WHAT WE DO | WHAT WE DON’T DO | | Our compensation committee consists solely of independent members of our board of directors. | We prohibit hedging and pledging of Snowflake stock. | | Our compensation committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. | We do not provide special executive welfare, health benefits, or retirement plans not available to our employees generally. | | Equity awards in the form of RSU awards and stock options have multi-year vesting requirements to emphasize long-term incentives. | Our compensation committee does not guarantee executive salary increases, bonuses, or equity awards. | | Quarterly performance-based cash bonus opportunities for all of our named executive officers are dependent upon our achievement of pre-established corporate objectives. | We do not provide our executive officers with any excise tax gross-ups. | | Our compensation committee conducts an annual review of our compensation strategy and its risks. | We do not provide our executive officers with any material perquisites. | | We maintain stock ownership guidelines for our named executive officers and directors (5x base salary for CEO and CFO; 2x base salary for other named executive officers). | |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
Compensia also developed for our compensation committee a set of additional reference peers, reflecting companies with which we directly compete for talent at both the executive and board levels. This set of reference peers consisted of Alphabet, Amazon.com, Microsoft, Palo Alto Networks, ServiceNow, and Workday. In determining executive compensation for fiscal year 2023, our compensation committee reviewed data from both the above-listed primary peer group and the set of reference peers. Our compensation committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For fiscal year 2023, Alteryx, Anaplan, and Smartsheet were removed from our peer group because they no longer met the targeted selection criteria for market capitalization. Palantir Technologies, ServiceNow, and Block, Inc. (fka Square) were added to our peer group for meeting the target selection criteria. Factors Used in Determining Executive Compensation Our compensation committee sets the compensation of our named executive officers at levels determined to be competitive and appropriate for each named executive officer. Compensation decisions are not made by use of a formulaic approach or benchmark. Our compensation committee believes that executive compensation decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the compensation committee generally takes into consideration the following factors: •Company and individual performance; •Existing business needs and criticality for future business needs; •Scope of job function and skill set; •Relative pay among our named executive officers; •Need to attract new talent and retain existing talent in a highly competitive industry; •Value of existing equity holdings, including the potential value of unvested equity awards; •Market data reference points, as described above under “Use of Competitive Market Compensation Data”; and •Recommendations from Compensia, our Chief Executive Officer, and our management team. FISCAL YEAR 2023 EXECUTIVE COMPENSATION PROGRAM Base Salary The annual base salaries of each of our named executive officers for fiscal year 2023 are listed below:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | TARGET ANNUAL INCENTIVE (AS A % OF BASE SALARY) | PERCENTAGE ADJUSTMENT FROM FISCAL YEAR 2022 (%) | | Frank Slootman | 133 | 33 | | Michael P. Scarpelli | 133 | 33 | | Benoit Dageville | 50 | 17 | | Christopher W. Degnan | 133 | 33 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
In March 2022, our compensation committee reviewed the target bonus opportunity of each of our named executive officers, taking into consideration the achievement of our corporate performance goals in fiscal year 2022, a peer group analysis, the recommendations of management, as well as the other factors described above. Following this review, our compensation committee decided to increase the target bonus opportunity for each of our named executive officers as reflected in the table above. Corporate Performance Goals Under the Cash Incentive Bonus Plan, our compensation committee established a bonus pool that may be funded quarterly based on achievement of certain pre-established corporate performance goals. To measure performance for the purposes of calculating bonus pool funding for fiscal year 2023, our compensation committee, taking into consideration the recommendations of management, selected quarterly product revenue as the key metric consistent with fiscal year 2022. Bonus pool funding based on product revenue achievement for fiscal year 2023 remained unchanged from the prior fiscal year and was as follows: •If quarterly achievement did not meet at least 85% of the pre-established target, the bonus pool for named executive officers would not be funded. •At 85% achievement, the bonus pool would be funded at 85%. •For achievement between 85% and 100%, bonus pool funding would increase linearly, with each additional one percent of achievement equaling one percent of funding. In March 2022, our compensation committee, taking into consideration the recommendation of management, selected three “gate” metrics for bonus pool funding over 100%. Each of these metrics would have to be met for the bonus pool to be funded in excess of 100%. If product revenue achievement was over 100%, and achievement of each of the gate metrics was at least 100%, then funding of the bonus pool would increase by 3.33% for each additional one percent of product revenue achievement over 100%, with total bonus pool funding capped at 110% for each fiscal quarter. While funding of the bonus pool was capped at 110%, there was no limit on individual quarterly bonus payouts. Our compensation committee selected these metrics to reward short-term performance and promote long-term stockholder value. A description of each performance metric under the Cash Incentive Bonus Plan for fiscal year 2023 is below:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| METRIC | WHAT IT IS | WHY IT'S IMPORTANT | | Quarterly Product Revenue | Quarterly product revenue calculated in accordance with GAAP, as publicly reported in our quarterly earnings reports. | Because we recognize product revenue based on platform consumption, product revenue is a key indicator of customer satisfaction and the value derived from our platform. | | GATE METRICS | | | | Quarterly Non-GAAP Product Gross Margin(1) | Quarterly non-GAAP product gross margin, as publicly reported in our quarterly earnings reports. | Quarterly non-GAAP product gross margin aligns bonus opportunity with long-term financial achievement, acting as a counterbalance to quarterly product revenue growth by creating incentives to balance costs and growth. | | Quarterly Non-GAAP Operating Margin(1) | Quarterly non-GAAP operating margin, as publicly reported in our quarterly earnings reports. | Quarterly non-GAAP operating margin aligns bonus opportunity with objective indications of profitability, acting as another counterbalance to quarterly product revenue growth. | | Quarter over Quarter Stable Edges Growth | An “edge” is a data share between a Snowflake customer and a data provider. A “stable edge” is an edge that has produced at least 20 transactions in which compute resources are consumed and such consumption results in recognized product revenue over two successive three-week periods (with at least 20 transactions in each period). | Growth in stable edges is a strong indicator of the strength and expansion of data relationships in the Data Cloud, which we believe is a good measure of our progress toward achieving our long-term product vision. |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
* Because we did not attain 100% of the product revenue target for the first and fourth quarter of fiscal year 2023, attainment of the applicable gate metrics is not applicable. We funded the bonus pool for our named executive officers at approximately 102.36% for fiscal year 2023, which is an average funding percentage based on actual quarterly attainment of each performance metric and quarterly funding of the bonus pool based on that attainment. Our compensation committee awarded the following total cash bonuses under the Cash Incentive Bonus Plan to each of our named executive officers in fiscal year 2023:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | TOTAL CASH BONUS ($) | | Frank Slootman | 511,775 | | Michael P. Scarpelli | 409,420 | | Benoit Dageville | 153,534 | | Christopher W. Degnan | 409,420 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
Long-Term Equity Incentive Awards We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program. The realized value of these equity awards is directly impacted by the price of our common stock, and, therefore, these awards are an incentive for our named executive officers to create long-term value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Fiscal Year 2023 As part of its annual review of our executive compensation program for fiscal year 2023, and after taking into consideration a peer group analysis, recommendations from management, and the other factors described above, our compensation committee granted equity awards to each of our named executive officers in March 2022. For these awards, approximately 40% of the total intended equity grant value was delivered in the form of RSU awards, and approximately 60% of the total intended equity grant value was delivered in the form of stock options to tie a portion of these incentive awards to Company performance. Each RSU award vests over four years on a quarterly basis. Each stock option has an exercise price of $207.56 and vests over four years, with 1/48th vesting monthly starting on April 8, 2022.
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | STOCK OPTIONS (# OF SHARES) | | Frank Slootman | 44,321 | 133,788 | | Michael P. Scarpelli | 23,047 | 69,569 | | Benoit Dageville | 17,728 | 53,515 | | Christopher W. Degnan | 21,274 | 64,218 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
Notable Changes Since Fiscal Year 2023 As part of its annual review of our executive compensation program for fiscal year 2024, our compensation committee granted a combination of RSU awards with time-based vesting requirements and RSU awards with performance-based vesting requirements (PRSU awards) to each of our named executive officers in early fiscal year 2024. After taking into consideration a peer group analysis, recommendations from management, and the other factors described above, the compensation committee decided to grant PRSU awards, instead of stock options consistent with fiscal year 2023. The RSU awards with time-based vesting requirements granted to Mr. Slootman, Mr. Scarpelli, and Dr. Dageville vest over four years with 25% of the shares underlying the RSU awards vesting on March 15, 2024, and 6.25% of the shares underlying the RSU awards vesting each quarter thereafter. The RSU award with time-based vesting requirements granted to Mr. Degnan vests over four years with 6.25% of the shares underlying the RSU award vesting on June 15, 2023, and 6.25% of the shares underlying the RSU award vesting each quarter thereafter.
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | TARGET PRSU AWARD (# OF SHARES) | | Frank Slootman | 58,212 | 87,318 | | Michael P. Scarpelli | 42,997 | 42,997 | | Benoit Dageville | 29,767 | 29,767 | | Christopher W. Degnan | 39,690 | 39,690 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
The compensation committee chose to grant PRSUs rather than option awards because, even more than option awards, PRSUs incentivize both aggressive short-term growth as well as long-term value-creation. PRSUs encourage short-term growth by encouraging over-achievement on aggressive company performance goals during the fiscal year ending January 31, 2024, which determines the number of PRSUs that will vest, and PRSUs encourage long-term value-creation by incorporating a four-year service requirement to receive the full benefit of any such achievement. OTHER FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM Offer Letters We have entered into offer letters with Mr. Slootman, Mr. Scarpelli, Dr. Dageville, and Mr. Degnan, the terms of which are described below. Each of our executive officers has also executed our standard form of proprietary information and invention assignment agreement. FRANK SLOOTMAN In April 2019, we entered into an offer letter with Frank Slootman to serve as our Chief Executive Officer. The offer letter has no specific term and provides for at-will employment. Under Mr. Slootman’s offer letter, if Mr. Slootman’s employment is terminated without cause (as defined in the offer letter) or he terminates his employment for good reason (as defined in the offer letter), and such separation is not a result of Mr. Slootman’s death or disability, Mr. Slootman is entitled to a lump sum payment equal to three months of his base salary, provided that he signs a general release of all claims. Upon a change in control (as defined in the 2012 Equity Incentive Plan (2012 Plan)), all unvested shares subject to his outstanding equity awards with a time-based vesting schedule shall vest in full. If more favorable than the corresponding benefits provided under his offer letter, Mr. Slootman will be entitled to severance and change in control benefits under our Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. MICHAEL P. SCARPELLI In April 2019, we entered into an offer letter with Michael P. Scarpelli to serve as our Chief Financial Officer. The offer letter has no specific term and provides for at-will employment. Under the terms of his offer letter, Mr. Scarpelli also purchased 762,112 shares of our Series F convertible preferred stock at a price per share of $14.96125, for an aggregate purchase price of $11.4 million. In addition, under Mr. Scarpelli’s offer letter, if Mr. Scarpelli’s employment is terminated without cause (as defined in the offer letter) or he terminates his employment for good reason (as defined in the offer letter), and such separation is not a result of Mr. Scarpelli’s death or disability, Mr. Scarpelli is entitled to a lump sum payment equal to three months of his base salary, provided that he signs a general release of all claims. Upon a change in control (as defined in the 2012 Plan), all unvested shares subject to his outstanding equity awards with a time-based vesting schedule shall vest in full. If more favorable than the corresponding benefits provided under his offer letter, Mr. Scarpelli will be entitled to severance and change in control benefits under our Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. BENOIT DAGEVILLE In August 2020, we entered into a confirmatory offer letter with Benoit Dageville to serve as our President of Products. The confirmatory offer letter has no specific term and provides for at-will employment. In addition, under the terms of Dr. Dageville’s pre-IPO stock options, if, during the period beginning three months prior to a change in control (as defined in the 2012 Plan) and ending eighteen months after a change in control, Dr. Dageville’s employment is terminated without cause (as defined in the 2012 Plan) or he terminates his employment for good reason (as defined in the agreements underlying his stock options), and such separation is not a result of Dr. Dageville’s death or disability, then all of the unvested shares subject to each option shall accelerate and immediately vest, provided that Dr. Dageville signs a general release of all claims. If more favorable than the corresponding benefits provided under the terms of his stock options, Dr. Dageville will be entitled to severance and change in control benefits under our Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. CHRISTOPHER W. DEGNAN In August 2020, we entered into a confirmatory offer letter with Christopher W. Degnan to serve as our Chief Revenue Officer. The confirmatory offer letter has no specific term and provides for at-will employment. In addition, under the terms of Mr. Degnan’s pre-IPO stock options, if, during the period beginning three months prior to a change in control (as defined in the 2012 Plan) and ending eighteen months after a change in control, Mr. Degnan’s employment with us is terminated without cause (as defined in the agreements underlying his stock options) or he terminates his employment for good reason (as defined in the agreements underlying his stock options), and such separation is not a result of Mr. Degnan’s death or disability, then all of the unvested shares subject to each option shall accelerate and immediately vest, provided that Mr. Degnan signs a general release of all claims. If more favorable than the corresponding benefits provided under the terms of his stock options, Mr. Degnan will be entitled to severance and change in control benefits under our Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. Welfare and Health Benefits We provide other benefits to our named executive officers on the same basis as to all of our full-time employees. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. We pay the premiums for the life, disability and accidental death and dismemberment insurance for all of our employees, including our named executive officers. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites or other personal benefits to our named executive officers. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits for our named executive officers will be approved and subject to periodic review by our compensation committee. ESPP We offer our employees, including our named executive officers, the opportunity to purchase shares of our common stock at a discount under our 2020 Employee Stock Purchase Plan (ESPP). Pursuant to the ESPP, all eligible employees, including our named executive officers, may allocate up to 15% of their earnings (as defined in the ESPP) during a six-month period to purchase our common stock at a 15% discount to the market price on the lower of the first or the last day of the offering period, subject to specified limits. Nonqualified Deferred Compensation During fiscal year 2023, our U.S. employees, including our named executive officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified. 401(k) Plan
Michael L. Speiser
| NAME AND PRINCIPAL POSITION | FISCAL YEAR ENDED JANUARY 31, | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Frank Slootman Chief Executive Officer and Chairman | 2023 | 375,000 | — | 9,199,267 | 13,600,828 | 511,775 | 708 | 23,687,578 | | | 2022 | 375,000 | 7,519 | — | — | 391,969 | 708 | 775,196 | | | 2021 | 375,000 | 12,759 | — | — | 362,241 | 708 | 750,708 | | Michael P. Scarpelli Chief Financial Officer | 2023 | 300,000 | — | 4,783,635 | 7,072,353 | 409,420 | 708 | 12,566,116 | | | 2022 | 300,000 | 6,015 | — | — | 313,575 | 708 | 620,298 | | | 2021 | 300,000 | 10,207 | — | — | 289,793 | 708 | 600,708 | | Benoit Dageville President of Products and Director | 2023 | 300,000 | — | 3,679,624 | 5,440,311 | 153,534 | 638 | 9,574,107 | | | 2022 | 300,000 | 2,005 | — | — | 104,525 | 567 | 407,097 | | | 2021 | 300,000 | 3,402 | — | — | 96,598 | 567 | 400,567 | | Christopher W. Degnan Chief Revenue Officer | 2023 | 300,000 | — | 4,415,631 | 6,528,373 | 409,420 | 708 | 11,654,132 | | | 2022 | 300,000 | 6,015 | — | — | 313,575 | 708 | 620,298 | | | 2021 | 300,000 | 10,207 | — | — | 289,793 | 708 | 600,708 |

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Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer

Michael L. Speiser