DEF 14A of Snowflake Inc.

Filed May 21, 2025 · FY20250001640147-25-000096

Open on EDGAR

Sridhar Ramaswamy
| | PAGE | | General Information | 1 | | Questions and Answers | 2 | | The Board of Directors and Corporate Governance | 10 | | Director Compensation | 26 | | Proposal One - Election of Directors | 29 | | Proposal Two - Non-Binding Advisory Vote on the Compensation of our Named Executive Officers | 30 | | Proposal Three - Ratification of Independent Registered Public Accounting Firm | 31 | | Report of the Audit Committee of the Board of Directors | 33 | | Proposal Four - Amendment to our Certificate of Incorporation to Declassify our Board of Directors | 34 | | Proposal Five - Amendment to our Certificate of Incorporation to Remove References to Class B Common Stock and Rename Class A Common Stock | 37 | | Executive Officers | 39 | | Executive Compensation | 41 | | Compensation Discussion and Analysis | 41 | | Report of the Compensation Committee of the Board of Directors | 61 | | Executive Compensation Tables | 62 | | Chief Executive Officer Pay Ratio | 74 | | Pay Versus Performance | 75 | | Security Ownership of Certain Beneficial Owners and Management | 79 | | Transactions with Related Persons | 83 | | Householding of Proxy Materials | 85 | | Other Matters | 86 | | Appendix A - Proposed Board Declassification Amendment | A–1 | | Appendix B - Proposed Class B Removal Amendment | B–1 | | Appendix C - Statement Regarding Use of Non-GAAP Financial Measures | C–1 |
Sridhar Ramaswamy
PROXY STATEMENT For the 2025 Annual Meeting of Stockholders GENERAL INFORMATION Our board of directors is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders of Snowflake Inc. (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 live audio webcast on the internet on July 2, 2025 at 10:00 a.m., Mountain Time, or at any other time following the adjournment or postponement thereof. 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, 2025 (2025 Annual Report) is first being mailed on or about May 21, 2025 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 8, 2025, you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/SNOW2025 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” or “our board.” The 2025 Annual Report is being made available to our stockholders along with this Proxy Statement. You also may obtain a paper copy of the 2025 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.
Sridhar Ramaswamy
| DATE & TIME July 2, 2025 10:00 a.m. Mountain Time | VIRTUAL MEETING If you held shares of our common stock at the close of business on May 8, 2025, you are invited to virtually attend the Meeting at www.virtualshareholdermeeting.com/SNOW2025 and vote on the proposals described in this Proxy Statement. |
Sridhar Ramaswamy
QUESTIONS AND ANSWERS WHAT AM I VOTING ON?
Sridhar Ramaswamy
| PROPOSAL | | BOARD RECOMMENDATION | PAGE REFERENCE | | 1 | Election of Kelly A. Kramer, Frank Slootman, and Michael L. Speiser as Class II directors, each to hold office until our annual meeting of stockholders in 2028 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. | FOR each nominee | Page 29 | | 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 | Page 30 | | 3 | Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending January 31, 2026. | FOR | Page 31 | | 4 | Approval of an amendment to our Amended and Restated Certificate of Incorporation (Certificate of Incorporation) to declassify our board of directors. | FOR | Page 34 | | 5 | Approval of an amendment to our Certificate of Incorporation to remove references to Class B common stock and rename Class A common stock to common stock. | FOR | Page 37 |
Sridhar Ramaswamy
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 can be found in the Notice. We intend to mail the Notice on or about May 21, 2025 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 8, 2025 (Record Date) and their proxy holders will be entitled to vote at the Annual Meeting or any adjournment, continuation, or postponement thereof. As of the Record Date, there were 333,657,993 shares of our Class A common stock outstanding and entitled to vote. On March 1, 2021, all shares of our then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock, pursuant to the terms of our Certificate of Incorporation. No additional shares of Class B common stock will be issued following such conversion. Unless otherwise noted, all references to our “common stock” in this Proxy Statement refer to our Class A common stock. 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. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. 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 voting instruction form. You may access the meeting and vote by logging in with your control number at www.virtualshareholdermeeting.com/SNOW2025. 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/SNOW2025 by logging in with your control number. The meeting will start at 10:00 a.m., Mountain Time, on Wednesday, July 2, 2025. 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 form 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/SNOW2025. If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/SNOW2025 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. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. 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 1, 2025 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 and dated proxy card to us by 11:59 p.m., Eastern Time on July 1, 2025, we will vote your shares as you direct.
Sridhar Ramaswamy
•To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/SNOW2025, starting at 10:00 a.m., Mountain Time, on Wednesday, July 2, 2025. 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 and voting instructions from that nominee rather than from us. To vote online during the Annual Meeting or direct such nominee how to vote your shares in advance of the Annual Meeting, you must follow the instructions from such nominee. WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE ANNUAL MEETING? 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/SNOW2025. 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, request paper copies of the proxy materials, and vote in advance by telephone or by using a printed proxy card, or attend and vote 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 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 to change your vote. Your most current vote 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 returning a signed and dated proxy card, or online during the Annual Meeting, your shares will not be voted and will not be counted towards the quorum requirement. If you return a signed and dated proxy card without marking voting selections, your shares will be voted in accordance with the recommendations of our board of directors: •“FOR” the election of Kelly A. Kramer, Frank Slootman, and Michael L. Speiser as Class II directors; •“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers; •“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2026; •“FOR” the approval of an amendment to our Certificate of Incorporation to declassify our board of directors; and •“FOR” the approval of an amendment to our Certificate of Incorporation to remove references to Class B common stock and rename Class A common stock to common stock. 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 of shares held in “street name” and you 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 the rules and interpretations of the New York Stock Exchange (NYSE), the proposal is deemed to be a “routine” matter or a “non-routine” matter. Brokerage firms, banks, and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are characterized by the NYSE as “routine,” but not with respect to matters characterized as “non-routine.” Under the NYSE 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 such proposals are management-supported. Proposals One, Two, Four, and Five 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 have the effect described under the section titled “How Many Votes Are Needed to Approve Each Proposal” below. 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.
Sridhar Ramaswamy
| 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. |
Sridhar Ramaswamy
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. When there is at least one “routine” matter that the broker, bank or other nominee votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposals One, Two, Four, and Five are “non-routine” and, therefore, broker non-votes may occur in connection with these proposals. Even with respect to routine matters, some brokers choose not to exercise discretionary voting authority. HOW ARE VOTES COUNTED? The inspector of election for the Annual Meeting will separately count: •For the proposed election of the three Class II directors, votes “FOR,” votes to “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,” votes “AGAINST,” abstentions, and broker non-votes; •For the proposal to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2026, votes “FOR,” votes “AGAINST,” and abstentions; •For the proposal to approve an amendment to our Certificate of Incorporation to declassify our board of directors, votes “FOR,” votes “AGAINST,” abstentions, and broker non-votes; and •For the proposal to approve an amendment to our Certificate of Incorporation to remove references to Class B common stock and rename Class A common stock to common stock, votes “FOR,” votes “AGAINST,” abstentions, and broker non-votes. HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL? Proposal One Directors are elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors. “Plurality” means that the three nominees for Class II director who receive the largest number of votes cast “FOR” their election 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, 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” your vote on any 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 the holders of a majority of the voting power of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. 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, if any, 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 appointment of PwC as our independent registered public accounting firm for the fiscal year ending January 31, 2026 requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. 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. Since this proposal is considered to be a “routine” matter, your brokerage firm, bank or other nominee will have discretionary authority to vote on this proposal. Broker non-votes are not expected with respect this proposal. Proposal Four The approval of an amendment to our Certificate of Incorporation to declassify our board of directors requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of our capital stock outstanding and entitled to vote generally in the election of directors. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” this proposal. Proposal Five The approval of an amendment to our Certificate of Incorporation to remove references to Class B common stock and rename Class A common stock to common stock requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock outstanding and entitled to vote on the proposal. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” this proposal. WHAT IS THE QUORUM REQUIREMENT? A quorum of stockholders is necessary to transact business at the Annual Meeting. The presence by remote communication or by proxy of the holders of a majority of the voting power of the outstanding shares of our common stock entitled to vote at the Annual Meeting shall constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, 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 Annual Meeting may be adjourned by the chairperson of the Annual Meeting or the vote of the holders of a majority of the voting power of the shares represented at the Annual Meeting and entitled to vote thereon. 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 statement To be considered for inclusion in next year’s proxy statement, stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), must be submitted in writing to our Secretary at Suite 3A, 106 East Babcock Street, Bozeman, Montana 59715, Attention: Secretary. Such proposals must be received by us by the close of business (5:00 p.m., Mountain Time) on January 21, 2026 and must comply with the requirements of Rule 14a-8. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement. Requirements for stockholder proposals to be otherwise brought before next year's annual meeting
Sridhar Ramaswamy
Our amended and restated bylaws (Bylaws) provide that, for stockholder proposals that are not to be included in next year’s proxy statement pursuant to Rule 14a-8 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 director nomination or proposal of other business for consideration at the 2026 annual meeting of stockholders (other than a stockholder proposal pursuant to Rule 14a-8) must be received by our Secretary in writing not later than the close of business on April 3, 2026 nor earlier than the close of business on March 4, 2026. However, if our 2026 annual meeting of stockholders is not held between June 2, 2026 and August 1, 2026, the notice must be received (A) not earlier than the close of business on the 120th day prior to the 2026 annual meeting of stockholders, and (B) not later than the close of business on the later of the 90th day prior to the 2026 annual meeting of stockholders or, if later than the 90th day prior to the 2026 annual meeting of stockholders, the 10th day following the day on which public announcement of the date of the 2026 annual meeting is first made. Any such notice to the Secretary must include the information required by our Bylaws (including, with respect to director nominations, information required by Rule 14a-19 under the Exchange Act). If a stockholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 of the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. 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 II nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their independence, position or office held with us, and committee memberships, as well as their age as of the date of this Proxy Statement:
Sridhar Ramaswamy
| | | | Committee Memberships | | | | | Name and Occupation | Age | Independent | Audit Committee | Compensation Committee | Nominating and Governance Committee | Cybersecurity Committee | | Class I directors(1) | | | | | | | | Benoit Dageville Co-Founder & President of Products of Snowflake | 58 | | | | | | | Mark S. Garrett Former EVP and Chief Financial Officer of Adobe | 67 | | Chair | | Member | Member | | William F. Scannell President, Global Sales & Customer Operations of Dell Technologies | 63 | | | | | | | Jayshree V. Ullal Chairperson, President and Chief Executive Officer of Arista Networks | 64 | | | Chair | | | | Class II director nominees(1) | | | | | | | | Kelly A. Kramer Former EVP and Chief Financial Officer of Cisco | 57 | | Member | | Member | | | Frank Slootman Chairman of the Board and Former Chief Executive Officer of Snowflake | 66 | | | | | | | Michael L. Speiser* Managing Director of Sutter Hill Ventures | 54 | | | Member | Chair | | | Class III directors(1) | | | | | | | | Teresa Briggs Former Vice Chair & West Region and San Francisco Managing Partner of Deloitte | 64 | | Member | | | | | Jeremy Burton Chief Executive Officer of Observe | 57 | | | | | Member | | Mark D. McLaughlin Former Chairman and Chief Executive Officer of Palo Alto Networks | 59 | | | Member | | Chair | | Sridhar Ramaswamy Chief Executive Officer of Snowflake | 58 | | | | | |
Sridhar Ramaswamy
* Lead independent director. (1)Class II director nominees are up for election at the Annual Meeting and will continue in office until the 2028 annual meeting of stockholders if elected. Class I directors will continue in office until the 2027 annual meeting of stockholders. Class III directors will continue in office until the 2026 annual meeting of stockholders. Set forth below is biographical information for each of the Class II 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
Sridhar Ramaswamy
| 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. (Cisco), 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. We believe Ms. Kramer is qualified to serve on our board because of her financial expertise and management experience. |
Sridhar Ramaswamy
| FRANK SLOOTMAN | | Frank Slootman has served as a member of our board of directors since April 2019 and as Chairman of our board of directors since December 2019. Mr. Slootman also served as our Chief Executive Officer from April 2019 to February 2024. Before joining us, Mr. Slootman served as Chairman of the board of directors of ServiceNow, Inc. (ServiceNow), an enterprise information technology 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. 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 (EMC), a computer data storage company, which was acquired by Dell Technologies Inc. (Dell), 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 (Data Domain), an electronic storage solution company. Mr. Slootman currently serves on the board of directors of Maplebear Inc. (d/b/a Instacart) and several private companies.. Mr. Slootman previously served as a member of the board of directors of Pure Storage, Inc. (Pure Storage) 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. We believe Mr. Slootman is qualified to serve on our board because of his management experience and business expertise, including his prior executive-level leadership and experience scaling companies, as well as his present and past board service at a number of other publicly traded companies. |
Sridhar Ramaswamy
| 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 currently serves on the board of directors of Workday, Inc. Mr. Speiser previously served on the board of directors of Pure Storage until 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. We believe Mr. Speiser is qualified to serve on our board because of his leadership and operational experience in the technology industry and knowledge of high-growth companies. |
Sridhar Ramaswamy
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Sridhar Ramaswamy
| 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 (Deloitte), 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, DocuSign, Inc., and Warby Parker Inc. 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. We believe Ms. Briggs is qualified to serve on our board because of her financial expertise and management experience. |
Sridhar Ramaswamy
| 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. (Observe), an information technology and services company. Prior to Observe, Mr. Burton served as Executive Vice President, Marketing & Corporate Development of Dell, a worldwide technology company, from September 2016 to April 2018, and in various roles at EMC, which was acquired by Dell, 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. We believe Mr. Burton is qualified to serve on our board because of his operational and marketing expertise. |
Sridhar Ramaswamy
| 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, Inc. (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. (VeriSign), 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, Incorporated and as a director of Rubrik, Inc. 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. We believe Mr. McLaughlin is qualified to serve on our board because of his leadership experience and knowledge of the technology and cybersecurity industry. |
Sridhar Ramaswamy
| SRIDHAR RAMASWAMY | | Sridhar Ramaswamy has served as our Chief Executive Officer and as a member of our board of directors since February 2024 and previously served in various roles at Snowflake, including as our Senior Vice President, Artificial Intelligence, from June 2023 to February 2024. From October 2018 to February 2024, Mr. Ramaswamy served as a Venture Partner at Greylock Partners, a venture capital firm. From January 2019 to May 2023, Mr. Ramaswamy served as Chief Executive Officer of Neeva Inc. (Neeva), a private technology company, which we acquired in 2023. From August 2017 to December 2019, Mr. Ramaswamy served as a member of the board of directors of Palo Alto Networks, a global cybersecurity company. From March 2013 to October 2018, Mr. Ramaswamy served as Senior Vice President, Ads & Commerce at Google LLC (Google), a multinational technology company. From April 2003 to March 2013, Mr. Ramaswamy served in various roles in Google’s engineering group, including as Senior Vice President, Engineering. Mr. Ramaswamy holds a B.S. degree in Computer Science from the Indian Institute of Technology Madras and M.S. and Ph.D. degrees in Computer Science from Brown University. We believe Mr. Ramaswamy is qualified to serve on our board because of his management experience, prior board experience, and knowledge of artificial intelligence. |
Sridhar Ramaswamy
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS
Sridhar Ramaswamy
| BENOIT DAGEVILLE | | Benoit Dageville is one of our co-founders and has served as a member of our board of directors since August 2012. Mr. 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, Mr. 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. Mr. Dageville holds B.S., M.S., and Ph.D. degrees in Computer Science from Jussieu University. We believe Mr. Dageville is qualified to serve on our board because of his experience and perspective as one of our co-founders as well as his extensive experience driving product innovation. |
Sridhar Ramaswamy
| 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, a computer data storage company, which was acquired by Dell. Mr. Garrett currently serves on the board of directors of GoDaddy Inc. and Cisco. 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, 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. We believe Mr. Garrett is qualified to serve on our board because of his financial expertise and management experience. |
Sridhar Ramaswamy
| WILLIAM F. SCANNELL | | William F. Scannell has served as a member of our board of directors since May 2025. Since February 2020, Mr. Scannell has served as President, Global Sales and Customer Operations for Dell, a worldwide technology company, overseeing Sales, Presales, Specialty Sales, OEM and the Global Alliances and Channel operations. In this role, Mr. Scannell is responsible for go-to-market strategy and driving global growth by delivering Dell’s solutions to organizations in established and new markets globally. Mr. Scannell previously served as Dell's President, Global Enterprise Sales and Customer Operations from September 2017 to January 2020. Prior to joining Dell, Mr. Scannell served as President, Global Sales and Customer Operations at EMC until EMC was acquired by Dell in September 2016. Mr. Scannell currently serves on the board of directors of IonQ, Inc. Mr. Scannell holds a B.S. degree in Business Management from Northeastern University. We believe Mr. Scannell is qualified to serve on our board because of his extensive go-to-market and operational experience as a senior sales executive in the technology industry. |
Sridhar Ramaswamy
| JAYSHREE V. ULLAL | | Jayshree V. Ullal has served as a member of our board of directors since June 2020. Ms. Ullal has served as Chief Executive Officer, President, and a member of the board of directors of Arista Networks, Inc., a cloud networking company, since October 2008 and as Chairperson of the board since December 2023. From September 1993 to May 2008, Ms. Ullal served in various positions at Cisco, 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. We believe Ms. Ullal is qualified to serve on our board because of her extensive experience as a senior executive and chief executive officer in the cloud computing industry. |
Sridhar Ramaswamy
INDEPENDENCE OF OUR BOARD OF DIRECTORS Our common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees must be independent. 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. Dageville, Mr. Ramaswamy, and Mr. Slootman, is “independent” as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the SEC. Stephen B. Burke, our former director who stepped down on July 2, 2024, was also determined to be independent during the period he served on our board of directors. 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.” In cases where we have business transactions with an entity and a director determined to be independent serves on the board of directors of that entity and/or holds equity interests in such entity, our board of directors has assessed such transactions and determined that they do not impact the independence of such director because the director does not have a material interest in those transactions and they were conducted at arm’s length. The board will continue to consider the specific facts and circumstances around any such ongoing or future transactions in determining director independence. In addition, with respect to Mr. Speiser’s independence, our board of directors also considered his 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 10 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. Under our corporate governance guidelines, our board of directors does not have a policy regarding whether the role of the chairperson of the board of directors and the Chief Executive Officer should be separate or combined, and the board believes that Snowflake should maintain flexibility to select a chairperson and determine the appropriate leadership structure based on criteria that are in the best interests of Snowflake and its stockholders at such time. Our board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for us. Our corporate governance guidelines also provide that, in the event that the chairperson of the board of directors is not independent, the independent members of our board of directors will designate a “lead independent director.” Currently, our board of directors believes that it is in the best interests of our company and our stockholders to separate the roles of chairperson of our board and Chief Executive Officer, and to have our former Chief Executive Officer, Mr. Slootman, continue to serve as Chairman given his knowledge of our company and industry and his strategic vision. Because Mr. Slootman previously served as both our Chief Executive Officer and Chairman, and in accordance with our corporate governance guidelines, the independent members of our board of directors believe it is desirable for Michael L. Speiser to continue to serve as lead independent director. As lead independent director, Mr. Speiser provides leadership to our board of directors if circumstances arise in which the role of 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 over meetings of our board of directors at which the performance or compensation of the board of directors or the Chief Executive Officer is discussed, (ii) convening meetings of the independent members of our board of directors, as appropriate, (iii) acting as principal liaison between the independent members of our board of directors and our Chief Executive Officer, and (iv) being available for consultation and direct communication with stockholders as deemed appropriate. 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. Our board of directors believes that its program for overseeing risks, as described below, would be effective under a variety of leadership frameworks. 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.
Sridhar Ramaswamy
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 and reporting 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. Our cybersecurity committee oversees our cybersecurity risks, the implementation and maintenance of our cybersecurity program, data governance, compliance with applicable information security laws, and our disclosure controls relating to cybersecurity. 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. 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. At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board of directors 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. BOARD MEETINGS AND COMMITTEES Our board of directors is responsible for the oversight of management and our corporate strategy 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 five times during our last fiscal year. Our board of directors has established an audit committee, a compensation committee, a nominating and governance committee, and a cybersecurity committee. The audit committee met five times during our last fiscal year. The compensation committee met five times during our last fiscal year. The nominating and governance committee met four times during our last fiscal year. The cybersecurity committee met eight 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 served as 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. Eight of our eleven then-current directors attended our 2024 annual meeting of stockholders (2024 Annual Meeting). During our last fiscal year, our independent directors met three times in regularly scheduled executive sessions at which only independent directors were present, and our non-employee directors meet twice in regularly scheduled executive sessions at which only non-employee 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 removal from such positions or the expiration of their term as a director, 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
Sridhar Ramaswamy
| 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; •overseeing the organization and performance of our internal audit function; •reviewing treasury operations and establishing our investment policy to govern our cash investment program; •reviewing and approving 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 additional 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. | |
Sridhar Ramaswamy
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
Sridhar Ramaswamy
| CURRENT MEMBERS: MARK D. MCLAUGHLIN, 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 compensation 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 satisfies the additional independence requirements under the NYSE listing standards and is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act. The compensation committee has a compensation subcommittee, consisting of Mr. McLaughlin 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. | |
Sridhar Ramaswamy
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 other executive officers. Our board of directors 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 the board’s 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, 2025 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 and prepare comparative analyses of executive compensation levels 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 conflicts of interest. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION For the fiscal year ended January 31, 2025, our compensation committee consisted of Mr. McLaughlin, 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
Sridhar Ramaswamy
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($) | | Teresa Briggs | 43,000 | 325,281 | 368,281 | | Jeremy Burton | 38,000 | 325,281 | 363,281 | | Mark S. Garrett | 68,000 | 325,281 | 393,281 | | Kelly A. Kramer | 46,478 | 325,281 | 371,759 | | Mark D. McLaughlin | 52,500 | 325,281 | 377,781 | | Michael L. Speiser | 72,500 | 325,281 | 397,781 | | Jayshree V. Ullal | 48,000 | 325,281 | 373,281 | | Stephen B. Burke(3) | 19,792 | — | 19,792 |
Sridhar Ramaswamy
(1)The amounts reported represent the grant date fair value of the restricted stock unit awards with only time-based vesting requirements (RSU awards or RSUs) 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). The grant date fair value of these RSUs, as reported in this column, is determined based on the closing price of our common stock reported by the NYSE on the date of grant. For fiscal year 2025, all of the RSU awards were granted on July 2, 2024, the date of our 2024 Annual Meeting. For more information regarding the assumptions used in calculating the grant date fair value of our equity awards, see Note 2 and Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. 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. (2)The following table presents the aggregate number of shares of our common stock underlying outstanding stock options and unvested RSU awards held by our non-employee directors as of January 31, 2025:
Sridhar Ramaswamy
| NAME | NUMBER OF SHARES UNDERLYING OUTSTANDING STOCK OPTIONS (#)(a) | NUMBER OF SHARES UNDERLYING UNVESTED RSU AWARDS (#) | | Teresa Briggs | 30,000 | 2,292 | | Jeremy Burton | 36,459 | 2,292 | | Mark S. Garrett | 567,000 | 2,292 | | Kelly A. Kramer | 50,000 | 2,292 | | Mark D. McLaughlin | — | 6,843 | | Michael L. Speiser | — | 2,292 | | Jayshree V. Ullal | 50,000 | 2,292 | | Stephen B. Burke | — | — |
Sridhar Ramaswamy
(a)The stock options reported in this column were granted prior to our initial public offering (IPO) in September 2020. (3)Mr. Burke stepped down as a member of our board of directors upon expiration of his term at the conclusion of the 2024 Annual Meeting. The table above does not include Mr. Scannell, who was appointed to our board of directors in May 2025. The following directors did not receive any additional compensation for their service as a director: (i) Sridhar Ramaswamy, our Chief Executive Officer, (ii) Frank Slootman, our Chairman and former Chief Executive Officer, and (iii) Benoit Dageville, our President of Products. Mr. Slootman’s equity awards granted to him while he was an employee continue to vest in accordance with their original terms due to his continuous service as a member of our board of directors. For so long as any of his equity awards remain outstanding and continue to vest, Mr. Slootman will forgo any compensation otherwise payable to him under our Non-Employee Director Compensation Policy. The compensation of each of Mr. Ramaswamy and Mr. Slootman as a named executive officer is set forth below under “Executive Compensation—Summary Compensation Table.” NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted a Non-Employee Director Compensation Policy, which was amended and restated in November 2023 and further amended in August 2024, 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, subject to the director's continuous service through each applicable vesting date. On the date of each annual meeting of our stockholders, each person who is then a non-employee director (excluding any non-employee director who was appointed 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 ten trading days (or, prior to the August 2024 amendment to the Non-Employee Director Compensation Policy, twenty 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, subject to the director's continuous service through each applicable vesting date. 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 2020 Plan) will become fully vested as of immediately prior to the closing of such Corporate Transaction. CASH COMPENSATION Subject to the limits on non-employee director compensation set forth in the 2020 Plan, for each calendar year following the year in which such director is appointed, 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 applicable; •$10,000 annual cash retainer for service as a member of the audit committee and $25,000 annual cash retainer for service as chair of the audit committee (in lieu of the committee member service retainer); •$9,500 annual cash retainer for service as a member of the compensation committee and $15,000 annual cash retainer for service as chair of the compensation committee (in lieu of the committee member service retainer); •$5,000 annual cash retainer for service as a member of the nominating and governance committee and $10,000 annual cash retainer for service as chair of the nominating and governance committee (in lieu of the committee member service retainer); and •$5,000 annual cash retainer for service as a member of the cybersecurity committee and $10,000 annual cash retainer for service as chair of the cybersecurity 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. ONE Election of Directors
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)See Appendix C to this Proxy Statement for a definition of non-GAAP free cash flow and a reconciliation of the most directly comparable financial measure calculated in accordance with GAAP to non-GAAP free cash flow. See our earnings press release for the fiscal fourth quarter and fiscal year ended January 31, 2025 furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 26, 2025 for definitions of product revenue, customers with trailing 12-month product revenue greater than $1 million, remaining performance obligations, and net revenue retention rate. (2)Based on the 2024 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. Chief Executive Officer Transition and Compensation Effective February 27, 2024, Mr. Ramaswamy was appointed as our Chief Executive Officer to succeed Mr. Slootman, who continues to serve as our Chairman. Mr. Ramaswamy joined us in connection with our acquisition of Neeva in May 2023. Our board of directors appointed Mr. Ramaswamy after working with him for nine months and observing the positive impact of his deep expertise in AI and machine learning, his extensive industry knowledge, and his strong leadership experience, including as a former executive at Google and a co-founder of Neeva, a search company that leveraged AI to make search more intelligent at scale. The board believes that all of these factors are critical to leading Snowflake through its next phase of growth during what is a transformative time for both Snowflake and the industry. In developing a compensation package for Mr. Ramaswamy in connection with his appointment as Chief Executive Officer, our board of directors and compensation committee gave careful consideration to the compensation structure that was reasonable and necessary to incentivize Mr. Ramaswamy to assume the role and drive the achievement of our strategic objectives. We worked with Compensia, our independent compensation consultant, to structure a compensation package that we believe aligns with such incentives, including long-term equity awards consisting of (i) a one-time stock option award with an intended value of $75,000,000 vesting over five years, with any shares acquired upon exercise of the option subject to a minimum holding period requirement, (ii) a performance-based restricted stock unit award (PRSU or PRSU award) with an intended value of $20,000,000 vesting over four years with a one-year cliff as part of the annual “refresh” equity grant on terms consistent with the PRSU awards granted to our other named executive officers, and (iii) a special RSU award with an intended value of $5,000,000 vesting over four years, which was conditioned upon the purchase by Mr. Ramaswamy of at least $5,000,000 of shares of our common stock on the open market and the then-unvested portion of which is subject to forfeiture if Mr. Ramaswamy sells or otherwise disposes of any such purchased shares before the special RSU award is fully vested (other than upon a change in control). Our compensation committee considered the critical nature of the role and extremely competitive environment for public company chief executive officers in our industry, as well as Mr. Ramaswamy's qualifications and demonstrated impact. Mr. Ramaswamy’s equity awards were designed to incentivize the re-acceleration of growth of our business in an increasingly competitive market being disrupted by AI and other emerging technologies and encourage long-term value creation for our stockholders. Notably, 75% of the total intended value of Mr. Ramaswamy's equity awards is in the form of stock options, which will only have value to the extent our common stock trades above the exercise price of $163.04 per share and which vest over a five-year period (stock options granted to our executive leadership team typically vest over a four-year period). Our compensation committee determined that stock options served the interests of Snowflake and its stockholders by creating a substantial performance-based component of Mr. Ramaswamy's equity awards that motivates the successful execution of the strategic transformation of our core business he was appointed to lead, which we believe will help create the appreciation of our common stock. In addition, the PRSU component was intended to create shared alignment across our executive leadership around company performance goals for fiscal 2025 and the special RSU award was designed to incentivize Mr. Ramaswamy to hold a significant amount of our common stock. Vesting of these equity awards is also subject to his continuous service as our Chief Executive Officer. See the section titled “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program – Offer Letters” below for additional information on the employment and compensation terms set forth in Mr. Ramaswamy’s offer letter. 2024 “SAY-ON-PAY” VOTE AND FISCAL YEAR 2025 HIGHLIGHTS At our 2024 Annual Meeting, we held a say-on-pay vote, and over 88% of votes cast were in favor of the proposal, indicating that our stockholders reacted positively to the changes we made to our executive compensation program in fiscal year 2024, which included the addition of performance-based awards and the removal of single trigger change-in-control vesting from our Severance and Change in Control Plan with respect to future equity awards. During the last fiscal year, we contacted and offered our largest stockholders the opportunity to meet with representatives of our compensation committee and senior management to discuss executive compensation matters. We held discussions with four of those largest stockholders, which accounted for over 15% of our outstanding shares at the time, regarding our compensation policies and practices. The stockholders were appreciative of our outreach and also offered comments and suggestions about some of the elements of, and performance metrics used in, our executive compensation program. Our compensation committee has taken feedback received into consideration in its ongoing efforts to improve our executive compensation program and the quality of our compensation disclosures. We hold a “say-on-pay” vote on an annual basis, and as such, our next say-on-pay vote will occur at our 2026 annual meeting of stockholders. Fiscal Year 2025 Executive Compensation Highlights Our compensation committee made the following named executive officer compensation decisions for fiscal year 2025: •Base Salary: The cash compensation paid to our named executive officers has historically been below market. In order to ensure that we were providing sufficient retention in a competitive environment, our compensation committee increased base salaries for our named executive officers to better achieve our compensation objectives (as described below). •Performance-Based Cash Bonus: Our compensation committee increased target incentive bonus opportunities (as percentages of base salaries) for some of our named executive officers to better align our named executive officers' compensation to market practices (as described below). In addition to the existing aggregate bonus pool funding cap of 110% of the target funding, we also implemented a cap of 200% of the plan payout on the amount of the cash incentive bonus that can be paid to any individual member of our executive leadership team. For fiscal year 2025, none of our named executive officers received bonus payouts in excess of the corporate funding during any of the fiscal quarters.
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
•Long-Term Equity Awards: As part of its annual review of executive officer compensation, our board of directors granted “refresh” equity awards with a mix of RSU awards and PRSU awards to each of our named executive officers in fiscal year 2025. To further strengthen the alignment between executive officer compensation and corporate performance, we increased the proportion of the annual grant represented by PRSUs for fiscal year 2025. PRSUs represented 100% of the total intended “refresh” equity grant value for Mr. Ramaswamy (apart from the one-time stock option award and special RSU award granted to him pursuant to the terms of his offer letter in connection with his appointment as Chief Executive Officer) and Mr. Scarpelli, and 70% for our other named executive officers who received such “refresh” grants. Mr. Slootman did not receive any new equity awards, and Mr. Raghunathan did not receive a PRSU award in fiscal year 2025 since he was not a member of the executive leadership team when fiscal year annual grants were made. 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 do not allow 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 generally 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 payouts and PRSU awards vesting 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). | Awards granted following the amendment of our Severance and Change in Control Plan in August 2023 are not eligible for “single trigger” accelerated vesting (that is, accelerated vesting solely upon a change in control). |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
We focus on providing a competitive compensation package to each of our named executive officers that provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of incentives to maximize stockholder value. We do not have a formal policy for allocating compensation among salary, performance incentive awards, and equity grants, among short-term and long-term compensation components, or among cash and non-cash compensation. Instead, our compensation committee uses its judgment, along with market data obtained from our independent third-party compensation consultant, to establish a total compensation program for each named executive officer that is a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, and that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. COMPENSATION-SETTING PROCESS Role of Our Compensation Committee and Our Board of Directors Our compensation committee is appointed by the board of directors to assist with our board's oversight responsibilities with respect to our compensation policies, plans, and programs, with the goal of attracting, incentivizing, retaining, and rewarding top quality executive management and achieving corporate results. The compensation committee is responsible for reviewing and determining all compensation paid to our executive officers, including our named executive officers, and also for reviewing our compensation practices and policies as they relate to risk management and risk-taking incentives. Our compensation committee consists solely of independent members of the board of directors. Our compensation committee is primarily responsible for establishing and reviewing our general compensation philosophy and objectives. The committee meets periodically throughout the year to, among other responsibilities, manage and evaluate our executive compensation program, and generally determine the principal components of compensation (base salary, performance incentive bonus, and equity awards) for our named executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions, or other special circumstances as our compensation committee determines appropriate. Our board of directors has delegated the responsibility for approving transactions between Snowflake and its officers and directors that are within the scope of Rule 16b-3 promulgated under the Exchange Act to a compensation subcommittee, comprised of a subset of members of our compensation committee. Our compensation committee does not otherwise delegate its authority to approve executive officer compensation. Our compensation committee may delegate to a subcommittee or the Chief Executive Officer the authority to approve cash awards or make equity grants to employees and other service providers who are not executive officers or directors of Snowflake, subject to specified limitations on the size and terms of any equity grants. Role of Management Our compensation committee works with and receives information and input from management, including from our Chief Executive Officer and from our legal, finance, and human resources departments, and considers such information in determining the structure and amount of compensation to be paid to our named executive officers. Our Chief Executive Officer provides our compensation committee with executive officer performance assessments, as well as recommendations regarding base salaries, performance incentives, equity compensation, and other compensation-related matters for our executive officers. However, our compensation committee retains the final authority to make all compensation decisions relating to our executive officers. Role of Compensation Consultant Our compensation committee has the sole authority to appoint, select, retain, and terminate compensation consultants to assist in its evaluation of executive compensation. The committee also has the sole responsibility for overseeing the work of any such compensation consultant. Our compensation committee retained Compensia as its independent compensation consultant for fiscal year 2025 and for prior fiscal years. Compensia’s engagement included: •Compiling and updating a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices, and considering different compensation programs; •Conducting market research and analysis to assist our compensation committee in developing executive compensation levels, including appropriate salaries, target bonus amounts, and equity awards for members of management, including our named executive officers; and •Conducting a review of our director compensation policies and practices. The compensation committee has assessed the independence of Compensia as compensation consultant, taking into account relevant factors set forth in the NYSE listing standards in accordance with guidelines set by the SEC. Based on its analysis, the compensation committee determined that the work of Compensia, and the individual compensation advisors employed by Compensia, does not create any conflict of interest under the applicable SEC rules and NYSE listing standards. Use of Competitive Market Compensation Data Our compensation committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies and companies with which we compete for top talent. To this end, 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 our peer group. Our compensation committee directed Compensia to develop a proposed peer group to be used in connection with assessing our compensation practices. At the request of our compensation committee, to develop our peer group for fiscal year 2025, Compensia undertook a detailed review of the pool of U.S.-based publicly-traded companies, taking into consideration our industry sector, size (based on revenues and market capitalization), and stage of maturity, and the following additional factors: •The comparability of the company’s business model; •The comparability of the company’s primary sales channels; •The company’s products and/or business services focus; •The comparability of the company’s operating history; •The comparability of the company’s organizational complexities and growth attributes; •The stage of the company’s maturity curve, which increases its likelihood of attracting the type of executive talent for whom we compete; and •The comparability of the company’s operational performance (for consistency with our strategy and future performance expectations). The compensation committee, taking into consideration Compensia's guidance, discussed and approved our primary peer group for fiscal year 2025, consisting of 17 then-publicly-traded companies. The selected companies had, at the time of approval, annual revenues ranging from $975 million to $31.4 billion, and market capitalizations ranging from $15.2 billion to $188.9 billion. For fiscal year 2025, Block, Confluent, DocuSign, Okta, Twillio, and UiPath were removed from our peer group because they no longer met the targeted selection criteria for market capitalization and revenue or were no longer considered comparable from a business perspective. Adobe, ANSYS, Atlassian, Autodesk, HubSpot, and Salesforce were added to our peer group for meeting the targeted selection criteria. As a result, our primary peer group is as follows:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
Compensia also developed for our compensation committee a set of additional reference peers, reflecting larger companies with which we directly compete for talent at both the executive and board levels. The set of reference peers approved by our compensation committee consisted of Alphabet, Amazon.com, Meta Platforms, and Microsoft. In determining executive compensation for fiscal year 2025, our compensation committee reviewed data from both the above-listed primary peer group and the set of reference peers. 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 2025 EXECUTIVE COMPENSATION PROGRAM Base Salary The annual base salaries of each of our named executive officers for fiscal year 2025 are listed below:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | TARGET ANNUAL BONUS OPPORTUNITY (AS A % OF BASE SALARY) | PERCENTAGE ADJUSTMENT FROM FISCAL YEAR 2024 (PERCENTAGE POINTS) | | Sridhar Ramaswamy | 100 | —(1) | | Frank Slootman | —(2) | —(2) | | Michael P. Scarpelli | 100 | — | | Christian Kleinerman | 78 | 37 | | Vivek Raghunathan | 50 | 15(3) | | Christopher W. Degnan | 100 | — | | Grzegorz Czajkowski | 78 | 28 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)Mr. Ramaswamy's target bonus opportunity was 100% prior to his appointment as Chief Executive Officer. (2)Mr. Slootman was not eligible for the quarterly performance cash bonus in fiscal year 2025. (3)Represents increase from Mr. Raghunathan's target bonus opportunity prior to his appointment as SVP, Engineering and Support. In February 2024, our compensation committee reviewed the target bonus opportunity for Mr. Ramaswamy (in connection with his appointment as Chief Executive Officer), Mr. Scarpelli, Mr. Kleinerman, Mr. Degnan, and Mr. Czajkowski, taking into consideration the achievement of our corporate performance goals in fiscal year 2024, a peer group analysis, the recommendations of management, as well as the other factors described above. Following this review, our compensation committee decided to set the target bonus opportunity for each of them as reflected in the table above. Our compensation committee also reviewed and approved the increased target bonus opportunity for Mr. Raghunathan in connection with his appointment as SVP, Engineering and Support in September 2024. 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 2025, our compensation committee, taking into consideration the recommendations of management, selected quarterly product revenue as the key metric, consistent with fiscal year 2024. Bonus pool funding based on product revenue achievement for fiscal year 2025 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 February 2024, 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. Individual payouts may be higher or lower than the bonus pool funding based on performance. Beginning with fiscal year 2025, we implemented a limit on individual quarterly bonus payouts of 200% of the plan payout for our executive leadership team, including our named executive officers. Our compensation committee selected these metrics to reward the achievement of short-term performance goals that it believes are key indicators of our ability to generate long-term stockholder value. A description of each performance metric under the Cash Incentive Bonus Plan for fiscal year 2025 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 or native application share between a Snowflake customer, as a “provider,” and another Snowflake customer, as a “consumer.” A “stable edge” is an edge that has produced at least 20 jobs in which compute resources are consumed and such consumption results in recognized product revenue over two successive three-week periods (20 jobs in each period). | Growth in stable edges is a strong indicator of the strength and expansion of data relationships in the AI 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 second quarter of fiscal year 2025, attainment of the applicable gate metrics for funding acceleration above 100% was not applicable. We funded the bonus pool for our named executive officers at approximately 104.1% for fiscal year 2025, which is the average funding percentage based on actual quarterly attainment of each performance metric and quarterly funding of the bonus pool based on that attainment set forth in the table above. 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 2025:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | TOTAL CASH BONUS ($) | | Sridhar Ramaswamy | 780,619 | | Frank Slootman | — | | Michael P. Scarpelli | 520,413 | | Christian Kleinerman | 364,289 | | Vivek Raghunathan | 183,658(1) | | Christopher W. Degnan | 468,371 | | Grzegorz Czajkowski | 92,400 |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)Represents prorated cash bonuses awarded to Mr. Raghunathan in fiscal year 2025 based on the effective target bonus opportunities before and after his appointment as SVP, Engineering and Support. 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 2025 As part of its annual review of our executive compensation program for fiscal year 2025, and after taking into consideration a peer group analysis, recommendations from management, and the other factors described above, our compensation committee recommended to our board, and the board granted, a combination of RSU awards and PRSU awards to our named executive officers other than Mr. Slootman and Mr. Raghunathan in early fiscal year 2025. For these awards, 100% of the total intended equity grant value was delivered in the form of PRSU awards to Mr. Ramaswamy and Mr. Scarpelli, and for the other named executive officers other than Mr. Raghunathan, approximately 30% of the total intended equity grant value was delivered in the form of RSU awards, and approximately 70% of the total intended equity grant value was delivered in the form of PRSU awards to heavily align these incentive awards to company performance goals. In addition to the regular annual equity award, Mr. Ramaswamy also received a one-time stock option award and a special RSU award pursuant to the terms of his offer letter in connection with his appointment as Chief Executive Officer, as described below. Mr. Raghunathan received an RSU award in connection with his appointment as SVP, Engineering and Support in September 2024. The RSU awards granted to our named executive officers, except Mr. Raghunathan, vest over four years with 6.25% of the shares underlying the RSU awards vesting quarterly following the vesting commencement date, subject to the named executive officer's continuous service (in the case of Mr. Ramaswamy, such continuous service must be in his capacity as Chief Executive Officer) through each applicable vesting date. The RSU award granted to Mr. Raghunathan in connection with his appointment as SVP, Engineering and Support vests over three years with 8.33% of the shares underlying the RSU award vesting quarterly following the vesting commencement date, subject to his continuous service through each applicable vesting date. Annual "Refresh" Equity Awards
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | TARGET PRSU AWARD (# OF SHARES) | ACHIEVED PRSU AWARD (# OF SHARES) | | Sridhar Ramaswamy | — | 121,507 | 108,655 | | Frank Slootman | — | — | — | | Michael P. Scarpelli | — | 182,261 | 162,984 | | Christian Kleinerman | 27,340 | 63,792 | 57,045 | | Vivek Raghunathan | — | — | — | | Christopher W. Degnan | 27,340 | 63,792 | 57,045 | | Grzegorz Czajkowski(1) | 27,340 | 63,792 | — |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)All of Mr. Czajkowski's outstanding RSU and PRSU awards were forfeited following his resignation effective July 19, 2024. Equity Awards in Connection with New Executive Officer Appointments
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
| NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | OPTION AWARD (# OF SHARES) | | Sridhar Ramaswamy | 32,188(1) | 959,908(2) | | Vivek Raghunathan | 85,978 | — |
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
(1)Represents the special RSU award granted to Mr. Ramaswamy following his purchase of shares of our common stock on the open market with a fair market value of approximately $5,000,000 pursuant to the terms of his offer letter, as further described below. (2)Represents the one-time stock option award granted to Mr. Ramaswamy, which has an exercise price of $163.04 per share. Our named executive officers who received a PRSU award had the opportunity to earn between 0% and 120% of the target PRSU award based on the weighted-average achievement of certain company annual performance metrics during the performance period of fiscal year 2025, as determined by our compensation committee. Our compensation committee and the board chose rigorous performance metrics and set target achievement levels of those metrics in such a manner as to be challenging to attain. The weighted-average achievement was required to be at least 80% of the target achievement for any of the PRSUs to vest. We are not disclosing actual annual target achievement levels for any of our performance metrics as these amounts represent confidential financial information, the disclosure of which would result in competitive harm. Based on the weighted final achievement of the performance metrics, our compensation committee determined that the attainment of the PRSU awards for fiscal year 2025 was approximately 89.4% of the target number of shares for each of our named executive officers who received a PRSU award. The achieved PRSU awards for fiscal year 2025 are set forth above. Actual results may be adjusted by the board of directors or the compensation committee for one-time, unbudgeted, or unexpected items. For all our named executive officers, except Mr. Scarpelli, the number of shares subject to the PRSU awards that became eligible to vest based on the achievement of the performance metrics (i.e., achieved PRSU awards) will vest over four years as follows: 25% of these PRSUs vested on March 20, 2025 and 6.25% of these PRSUs vest each quarter thereafter, subject to the named executive officer's continuous service (in the case of Mr. Ramaswamy, such continuous service must be in his capacity as Chief Executive Officer) through each applicable vesting date. For Mr. Scarpelli, the number of shares subject to the achieved PRSU award will vest over three years as follows: 33.33% of the PRSUs vested on March 20, 2025 and 8.33% of the PRSUs vest each quarter thereafter, subject to Mr. Scarpelli's continuous service through each applicable vesting date. A description of each performance metric and its weighting are below:
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
In March 2025, we entered into a letter agreement and a consulting agreement with Mr. Degnan (collectively, the Transition and Consulting Agreements), setting forth the terms of Mr. Degnan’s transition after he ceased to serve as our Chief Revenue Officer on March 14, 2025 (Transition Date), namely his continued employment with us following the Transition Date and subsequent advisory role as an independent contractor. The Transition and Consulting Agreements were intended to incentivize Mr. Degnan to remain available and engaged with us to support continuity and a smooth transition following the appointment of our new Chief Revenue Officer, particularly given his historical knowledge and relationships with our board and management. The Transition and Consulting Agreements provide that, among other things: (i) during the period beginning on the Transition Date and ending on the last day of his employment, which shall be no later than December 31, 2025 (Separation Date), Mr. Degnan would continue to be employed and would continue to receive his salary and remain eligible for participation in our Cash Incentive Bonus Plan and standard benefits, and his outstanding equity awards would continue to vest; (ii) subject to the conditions set forth therein, in the event that the Separation Date occurs before December 31, 2025, Mr. Degnan would be entitled to the following severance benefits: (a) a cash amount equal to his base salary in effect as of March 2025, plus his target bonus opportunity under the Cash Incentive Bonus Plan, assuming 100% corporate funding, and (b) we would pay the insurance premiums for Mr. Degnan to continue his existing health benefits until December 31, 2025, to the extent he elects to continue such benefits under applicable law; and (iii) following the Separation Date, Mr. Degnan would serve as an independent contractor for a six-month term and his outstanding equity awards will continue to vest in accordance with their terms during such period. Subsequently, Mr. Degnan’s Separation Date was determined to be May 2, 2025, and Mr. Degnan received the severance benefits in accordance with the terms of the Transition and Consulting Agreements described above. Christian Kleinerman In August 2023, we entered into a confirmatory offer letter with Christian Kleinerman. The offer letter provides for at-will employment and has a three-year initial term. Mr. Kleinerman’s offer letter sets forth an annual base salary, an annual incentive bonus under our Cash Incentive Bonus Plan, and equity awards pursuant to our 2020 Plan. Mr. Kleinerman is eligible for severance and change in control benefits under our amended Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. Vivek Raghunathan In September 2024, we entered into a confirmatory offer letter with Vivek Raghunathan. The offer letter provides for at-will employment and has a three-year initial term. Mr. Raghunathan’s offer letter sets forth an annual base salary, an annual incentive bonus under our Cash Incentive Bonus Plan, and equity awards pursuant to our 2020 Plan. Mr. Raghunathan is eligible for severance and change in control benefits under our amended Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. Grzegorz Czajkowski In August 2023, we entered into a confirmatory offer letter with Grzegorz Czajkowski. The offer letter provided for at-will employment, had a three-year initial term, and had no force or effect following Mr. Czajkowski's resignation as EVP, Engineering and Support in July 2024, except as provided therein. During the term of his employment as EVP, Engineering and Support, Mr. Czajkowski was eligible for severance and change in control benefits under our amended Severance and Change in Control Plan. See the section titled “Potential Payments upon Termination or Change in Control” below. Welfare and Health Benefits Our U.S. employees, including our named executive officers, participate in various health and welfare employee benefits under plans sponsored by us. These plans offer various benefits, including medical, dental, and vision coverage; life insurance, accidental death and dismemberment, and disability coverage; and flexible spending accounts, among others. All employees, including our named executive officers, who work 20 or more hours per week are eligible for these benefits. The cost of this coverage is primarily paid for by us, with employees paying a portion of the cost through payroll deductions. 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 material 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. Employee Stock Purchase Plan 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 offering period to purchase our common stock at a 15% discount to the per share market price of our common stock on the first or the last day of the offering period, whichever is lower, subject to specified limits. Nonqualified Deferred Compensation During fiscal year 2025, 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 We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our named executive officers, with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer compensation up to certain limits imposed by the Internal Revenue Code of 1986, as amended (Code). We have the ability to make matching and discretionary contributions to the 401(k) plan but have not done so to date. Employee contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their own contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions by employees, and income earned on those contributions, are not taxable to employees until withdrawn or distributed from the 401(k) plan. The 401(k) plan also permits contributions to be made on a post-tax basis for those employees participating in the Roth 401(k) and after-tax plan components. Incentive Compensation Recoupment Policy
Mark S. Garrett, Chair Teresa Briggs Kelly A. Kramer
In August 2023, our board of directors adopted a policy on the recoupment of incentive compensation (Clawback Policy) that complies with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as implemented by the NYSE listing standards and the SEC’s rules and regulations. The Clawback Policy applies to compensation received by covered executive officers on or after October 2, 2023. A copy of our Clawback Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC. TAX AND ACCOUNTING IMPLICATIONS Under Topic 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record stock-based compensation expense on an ongoing basis in accordance with Topic 718. Under Section 162(m) of the Code (Section 162(m)), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although our compensation committee will continue to consider tax implications as one factor in determining executive compensation, it also looks at other factors in making its decisions and retains the flexibility to provide compensation for our named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of Snowflake and its stockholders, which may include providing for compensation that is not deductible due to the deduction limit under Section 162(m). COMPENSATION RISK ASSESSMENT Our compensation committee believes that our employee compensation policies and programs do not encourage excessive and unnecessary risk-taking and are not reasonably likely to have a material adverse effect on our company. Our compensation committee oversaw the performance of a risk assessment of our compensation policies and programs as generally applicable to our employees to ascertain any potential material risks that may be created by our compensation programs. The compensation committee considered the findings of the assessment conducted by management, and concluded that our compensation programs (i) are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy, and (ii) do not encourage employees to take unnecessary or excessive risks, including any risks that are reasonably likely to materially harm our business or financial condition, after considering mitigating controls. STOCK OWNERSHIP GUIDELINES To help 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 board committee service. Within five years of becoming subject to the guidelines, our Chief Executive Officer and Chief Financial Officer are expected to hold Snowflake stock valued at not less than five times such officer’s respective annual base salary, and for our other executive officers, two times such officer’s annual base salary. Stock ownership for purposes of the stock ownership guidelines include the following: (i) shares of stock owned directly and (ii) shares of common stock beneficially owned indirectly. Stock ownership does not include shares underlying outstanding stock options or restricted stock units, or unvested shares of common stock issued upon early exercise of stock options. All of our directors and executive officers were in compliance with the guidelines as of January 31, 2025. REPORT OF THE COMPENSATION COMMITTEE of the Board of Directors Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis (CD&A) contained in this Proxy Statement. Based on this review and discussion, our compensation committee has recommended to the board of directors that the CD&A be included in this Proxy Statement, and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. Members of the Compensation Committee
Michael L. Speiser
| NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($)(5) | | Sridhar Ramaswamy Chief Executive Officer(6) | 2025 | 725,137 | — | 25,047,811 | 74,764,494 | 780,619 | 7,314 | 101,325,374 | | Frank Slootman Chairman and Former Chief Executive Officer(6) | 2025 | 44,262 | — | — | — | — | 77 | 44,339 | | | 2024 | 450,000 | — | 20,313,077 | — | 461,262 | 1,285 | 21,225,625 | | | 2023 | 375,000 | — | 9,199,267 | 13,600,828 | 511,775 | 708 | 23,687,578 | | Michael P. Scarpelli Chief Financial Officer | 2025 | 500,000 | — | 29,715,833 | — | 520,413 | 708 | 30,736,954 | | | 2024 | 400,000 | — | 12,003,043 | — | 410,010 | 708 | 12,813,761 | | | 2023 | 300,000 | — | 4,783,635 | 7,072,353 | 409,420 | 708 | 12,566,116 | | Christian Kleinerman EVP, Product Management | 2025 | 450,000 | — | 14,858,161 | — | 364,289 | 708 | 15,673,158 | | | 2024 | 425,000 | — | 12,926,504 | — | 179,380 | 702 | 13,531,586 | | Vivek Raghunathan SVP, Engineering and Support(7) | 2025 | 428,470 | — | 10,279,530 | — | 183,658 | 708 | 10,892,366 | | Christopher W. Degnan Former Chief Revenue Officer(7) | 2025 | 450,000 | — | 14,858,161 | — | 468,371 | 6,878 | 15,783,410 | | | 2024 | 400,000 | — | 11,079,860 | — | 410,010 | 3,766 | 11,893,636 | | | 2023 | 300,000 | — | 4,415,631 | 6,528,373 | 409,420 | 1,139 | 11,654,563 | | Grzegorz Czajkowski Former EVP, Engineering and Support(8) | 2025 | 209,016 | — | 14,858,161 | — | 92,400 | 354 | 15,159,932 | | | 2024 | 400,000 | — | 9,233,217 | — | 205,005 | 702 | 9,838,924 |

DEF 14A of Snowflake Inc.

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

Sridhar Ramaswamy

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

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