DEF 14A of Snowflake Inc., May 18, 2026

DEF 14A of Snowflake Inc.

Filed May 18, 2026 · FY20260001640147-26-000019

Open on EDGAR

  1. CONTENTS

    | | PAGE | | General Information and Meeting Agenda | 1 | | The Board of Directors and Corporate Governance | 3 | | Director Compensation | 19 | | Proposal One - Election of Directors | 22 | | Proposal Two - Non-Binding Advisory Vote on the Compensation of our Named Executive Officers | 23 | | Proposal Three - Ratification of Independent Registered Public Accounting Firm | 25 | | Report of the Audit Committee | 27 | | Proposal Four - Stockholder Proposal Requesting Majority Vote for Director Elections | 28 | | Executive Officers | 32 | | Executive Compensation | 34 | | Compensation Discussion and Analysis | 34 | | Report of the Compensation Committee | 55 | | Executive Compensation Tables | 56 | | Chief Executive Officer Pay Ratio | 66 | | Pay Versus Performance | 67 | | Security Ownership of Certain Beneficial Owners and Management | 72 | | Transactions with Related Persons | 75 | | Additional Information about the Annual Meeting | 77 | | Other Matters | 85 | | Appendix A - Statement Regarding Use of Non-GAAP Financial Measures | A-1 |

  2. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    NOMINEES FOR ELECTION AT THE ANNUAL MEETING

  3. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | | TERESA BRIGGS We believe Ms. Briggs is qualified to serve on our Board because of her financial expertise and management experience. | | Ms. Briggs has served as a member of our Board of Directors since December 2019. Ms. Briggs served as Vice Chair & West Region and San Francisco Managing Partner of Deloitte LLP, a global professional services firm, from June 2011 to April 2019, and as Managing Partner, Silicon Valley from June 2006 to June 2011. Ms. Briggs also served on the board of directors of Deloitte USA LLP from January 2016 to March 2019. Ms. Briggs currently serves on the board of directors and the audit committee of ServiceNow, Inc. (ServiceNow), DocuSign, Inc., and Warby Parker, Inc., respectively. 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. | | |

  4. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | | MARK D. MCLAUGHLIN We believe Mr. McLaughlin is qualified to serve on our Board because of his leadership experience and knowledge of the technology and cybersecurity industry. | | Mr. 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, Inc. 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. | | |

  5. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | 4 | Snowflake Inc. 2026 Proxy Statement |

  6. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | TABLE OF CONTENTS | THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  7. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | | | SRIDHAR RAMASWAMY We believe Mr. Ramaswamy is qualified to serve on our Board because of his management experience, prior board experience, and knowledge of artificial intelligence. | | Mr. 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., 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, Inc. (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. | | |

  8. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | Snowflake Inc. 2026 Proxy Statement | 5 |

  9. NOMINEES FOR ELECTION AT THE ANNUAL MEETING

    | THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | TABLE OF CONTENTS |

  10. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  11. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | | BENOIT DAGEVILLE 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. | | Mr. 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 Founder and Chief Architect, and previously served as our President of Products from May 2019 to October 2025 and 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. | | |

  12. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | | MARK S. GARRETT We believe Mr. Garrett is qualified to serve on our Board because of his financial expertise and management experience. | | Mr. 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 (Adobe), a global software company, from February 2007 to April 2018. From June 2004 to February 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation (EMC), a computer data storage company. Mr. Garrett currently serves on the board of directors of GoDaddy Inc. and Cisco Systems, Inc. (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, Inc. (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. | | |

  13. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | 6 | Snowflake Inc. 2026 Proxy Statement |

  14. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | TABLE OF CONTENTS | THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  15. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | | WILLIAM F. SCANNELL 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. | | Mr. Scannell has served as a member of our Board of Directors since May 2025. Since January 2026, Mr. Scannell has served as President & Chief Customer Officer of Dell Technologies, Inc. (Dell), a worldwide technology company, and previously served as Dell’s President, Global Sales and Customer Operations from February 2020 to January 2026. Mr. Scannell also 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 Corporation until EMC was acquired by Dell in September 2016. Mr. Scannell currently serves on the board of directors of IonQ, Inc. after previously having served from February 2024 to October 2025. Mr. Scannell holds a B.S. degree in Business Management from Northeastern University. | | |

  16. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | | | JAYSHREE V. ULLAL 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. | | Ms. Ullal has served as a member of our Board of Directors since June 2020. Since October 2008, Ms. Ullal has served as President, Chief Executive Officer, and director, and since December 2023, as Chairperson, of Arista Networks, Inc., a cloud networking company. 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. | | |

  17. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Snowflake Inc. 2026 Proxy Statement | 7 |

  18. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | TABLE OF CONTENTS |

  19. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  20. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | | | KELLY A. KRAMER We believe Ms. Kramer is qualified to serve on our Board because of her financial expertise and management experience. | | Ms. 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, 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 and audit committee of Gilead Sciences, Inc., Coinbase Global, Inc., and Figma, Inc., respectively. Ms. Kramer holds a B.S. degree in Mathematics from Purdue University. | | |

  21. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | | | FRANK SLOOTMAN 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. | | Mr. Slootman has served as a member of our Board of Directors since April 2019 and as Chairman of our Board 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, an enterprise IT cloud company, from October 2016 to June 2018. From May 2011 to April 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow. 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, a computer data storage company, and as an advisor from January 2011 to February 2012. From July 2003 until its acquisition by EMC in July 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an electronic storage solution company. Mr. Slootman previously served as a member of the board of directors of Pure Storage from May 2014 to February 2020, Imperva, Inc., from August 2011 to March 2016, and Maplebear Inc. (d/b/a Instacart) from January 2021 to May 2025. Mr. Slootman holds undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. | | |

  22. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | 8 | Snowflake Inc. 2026 Proxy Statement |

  23. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | TABLE OF CONTENTS | THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |

  24. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | | | MICHAEL L. SPEISER 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. | | Mr. 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 (Sutter Hill), 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 ending in 2019, and currently serves on the boards 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. | | |

  25. COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($)(3) | | Teresa Briggs | 43,000 | 298,408 | 341,408 | | Mark S. Garrett | 68,000 | 298,408 | 366,408 | | Kelly A. Kramer | 48,000 | 298,408 | 346,408 | | Mark D. McLaughlin | 52,500 | 298,408 | 350,908 | | William F. Scannell(4)(5) | 3,542 | 999,993 | 1,003,535 | | Frank Slootman(6) | — | — | — | | Michael L. Speiser(5) | 70,917 | 298,408 | 369,325 | | Jayshree V. Ullal | 48,000 | 298,408 | 346,408 | | Jeremy Burton(7) | 38,000 | 298,408 | 336,408 |

  26. COMPENSATION

    | DIRECTOR COMPENSATION | TABLE OF CONTENTS |

  27. COMPENSATION

    | TABLE OF CONTENTS | DIRECTOR COMPENSATION |

  28. NON-EMPLOYEE DIRECTOR COMPENSATION

    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 compensation for their services on our Board of Directors as described below.

  29. Election of Directors

    Election of Directors

  30. Election of Directors

    | Our Board of Directors currently consists of ten members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, each successor to a director whose term then expires will be elected to serve from the time of election until the third annual meeting of stockholders following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Our directors are divided into the three classes as follows: •the Class I directors are Benoit Dageville, Mark S. Garrett, William F. Scannell, and Jayshree V. Ullal, whose terms will expire at our 2027 Annual Meeting of Stockholders; •the Class II directors are Kelly A. Kramer, Frank Slootman, and Michael L. Speiser, whose terms will expire at our 2028 Annual Meeting of Stockholders; and •the Class III directors are Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy, whose terms will expire at the upcoming Annual Meeting. | | | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR CLASS III DIRECTOR NOMINEES | | Each of Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy is currently a member of our Board and, at the recommendation of our Nominating and Governance Committee, has been nominated for election to serve as a Class III director. Each of these nominees has agreed to be named in this Proxy Statement and to serve if elected at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees will serve until our 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election or unable to serve, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee selected by our Board, or our Board may decrease its size. | |

  31. Election of Directors

    | 22 | Snowflake Inc. 2026 Proxy Statement |

  32. STOCKHOLDER FEEDBACK AND SNOWFLAKE’S PERSPECTIVES

    STOCKHOLDER FEEDBACK AND SNOWFLAKE’S PERSPECTIVES Our conversations with stockholders were insightful and revealed two focus areas that were most consistently identified as factors in our stockholders’ 2025 Say-on-Pay voting decisions: (1) the equity awards granted to our CEO in connection with his appointment in February 2024 and (2) the extent to which the equity awards granted to our executive officers created sufficient long-term pay for performance alignment. The table below summarizes these key themes, together with other recurring topics that stockholders raised during the meetings, and our perspective and response to the feedback.

  33. STOCKHOLDER FEEDBACK AND SNOWFLAKE’S PERSPECTIVES

    | TOPIC | STOCKHOLDER FEEDBACK | OUR RESPONSE AND PERSPECTIVE | | New CEO Equity Grants | Most stockholders indicated that their vote against our 2025 “Say-on-Pay” related to the magnitude of our new CEO’s equity grants coupled with the fact that they did not view the grant structure (including options) to be majority performance-based. Some stockholders noted the need for a more robust justification. | The Compensation Committee acknowledges our stockholders’ concerns, which were shared after the new CEO equity grants, and will take them into account when designing future compensation packages for new executives. During our meetings with stockholders, we shared that our Compensation Committee designed the new CEO compensation package, with 75% of the total intended equity value in the form of stock options, to incentivize Mr. Ramaswamy, who at the time had recently joined Snowflake from an acquisition, to assume this critical role and lead Snowflake through a highly consequential period of strategic transformation for our business, in an intensely competitive market for experienced executives with AI expertise. Given Mr. Ramaswamy’s relatively brief tenure with Snowflake prior to his appointment, the size and structure of the awards were intended to provide a meaningful equity stake and long-term alignment with our stockholders’ interests. We view stock options as an inherently performance-based equity vehicle that provides immediate alignment with the long-term interests of our stockholders, as options require direct stock price appreciation over time to provide value. To bolster the long-term focus, Mr. Ramaswamy’s option award also has a longer-than-usual vesting period of five years, with any shares acquired upon exercise of the option further subject to a minimum holding period requirement. The Compensation Committee also determined that making market-based equity grants to Mr. Ramaswamy as part of our annual grant cycle is the most effective approach to maintaining retention in a highly competitive market while avoiding the need for outsized, “catch-up” grants in the future. To directly address stockholder feedback requesting greater performance alignment, the “refresh” equity awards granted to Mr. Ramaswamy in Fiscal Year 2026 were heavily performance-based, with PRSUs representing 70% of the total intended equity value. | | Performance Measurement Periods | For long-term equity incentive awards, most stockholders expressed a preference for longer performance periods, typically a three-year benchmark. | Our Compensation Committee carefully considered this feedback in the context of our consumption-based business model, which makes it highly challenging to accurately forecast financial targets beyond a one-year period. To balance this business reality with the feedback received, we redesigned our executive PRSU program for Fiscal Year 2027 to set the product revenue year-over-year growth rates for three years at the outset of the performance period, with the growth rates for years two and three set as a percentage increase relative to the prior year’s actual performance achieved. At the end of the three-year performance period, the combined results for each year will determine the final payout, with the amount earned, if any, cliff vesting following conclusion of the performance period. No shares will vest until the end of the three-year performance period. The Compensation Committee believes this structure meaningfully extends the performance and vesting horizon of our PRSU awards, as further described below. |

  34. STOCKHOLDER FEEDBACK AND SNOWFLAKE’S PERSPECTIVES

    | TOPIC | STOCKHOLDER FEEDBACK | OUR RESPONSE AND PERSPECTIVE | | Equity Vehicle and Vesting | We received mixed feedback from stockholders regarding the optimal equity vehicles and vesting terms. Some stockholders emphasized the importance for a substantial portion of equity awards to be tied to performance metrics, and there were differing views on whether stock options are performance based and whether relative market metrics (e.g., relative total stockholder return) would be a better metric for incentivizing performance. Other stockholders expressed disfavor of performance-based equity awards as too complicated, noting that highly complex structures can obscure pay-for-performance alignment, and expressed a preference for time-based RSU awards with vesting of at least five years or additional holding periods after vesting. | Our Compensation Committee appreciated the diverse perspectives shared by our stockholders. After weighing a range of alternative structures, together with the retention and incentive program profile that it determined was necessary to attract and retain high-caliber executives in the current highly competitive landscape, the Compensation Committee determined that the redesigned Fiscal Year 2027 PRSU program, which is both performance-based and uses a three-year cliff vesting schedule – delaying commencement of our PRSU vesting by two years, was the best alternative to balance the varied, and at times conflicting, feedback we received with its desire to respond to the concern expressed following our 2025 Say-on-Pay vote and maintain a program that satisfies our program objectives. | | Performance Target Disclosure | Some stockholders requested enhanced disclosure of specific goals and targets for both annual and long-term incentive plans to evaluate the rigor of performance hurdles. | Our performance targets are competitively sensitive information and are set at a level that requires achieving performance above our publicly issued guidance. Disclosing detailed near-term operational targets would place us at a competitive disadvantage, especially against our private competitors who are not constrained by public disclosure requirements. In addition, the disclosure of our targets, paired with our actual performance, could provide insight into the way we set our internal performance goals, which could be relied upon as our de facto guidance and result in a negative market reaction if the metrics are not met. Accordingly, while the Compensation Committee determined that disclosure is not in the Company and stockholders’ best interest at this time, it is providing additional transparency as to how challenging the goals are and performance against them. |

  35. EXECUTIVE COMPENSATION OBJECTIVES, POLICIES, AND PRACTICES

    | 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. | | 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). | We do not provide “single trigger” accelerated vesting (that is, accelerated vesting solely upon a change in control). |

  36. ELEMENTS OF OUR FISCAL YEAR 2026 COMPENSATION PROGRAM

    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. For our annual executive compensation review, we target approximately 50% of our named executive officers’ compensation to be performance-based, though 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.

  37. ROLE OF OUR COMPENSATION COMMITTEE AND OUR 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 Compensation Committee does not delegate its authority to approve executive officer compensation. Pursuant its charter, our Compensation Committee may delegate to a subcommittee or the CEO 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. Currently, our Board has delegated authority to our CEO, in his capacity as a member of our Board, to make equity grants to our employees and other service providers who are neither executive officers nor certain other members of management pursuant to our Equity Award Policy, as described in the section titled “The Board of Directors and Corporate Governance—Board Meetings and Committees” above.

  38. ROLE OF COMPENSATION CONSULTANT

    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 2026 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 and structure, 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. Our 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.

  39. USE OF COMPETITIVE MARKET COMPENSATION DATA

    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.

  40. USE OF COMPETITIVE MARKET COMPENSATION DATA

    | 42 | Snowflake Inc. 2026 Proxy Statement |

  41. USE OF COMPETITIVE MARKET COMPENSATION DATA

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  42. USE OF COMPETITIVE MARKET COMPENSATION DATA

    At the request of our Compensation Committee, to develop our peer group for Fiscal Year 2026, 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 2026, consisting of 19 then-publicly-traded companies. The selected companies had, at the time of approval, annual revenues ranging from $1.0 billion to $35.7 billion, and market capitalizations ranging from $18.0 billion to $242.0 billion. For Fiscal Year 2026, Splunk was removed from our peer group because it was acquired and no longer a publicly traded company. Fortinet, Samsara, and Veeva Systems were added to our peer group for meeting the targeted selection criteria. As a result, our primary peer group is as follows:

  43. USE OF COMPETITIVE MARKET COMPENSATION DATA

    | Adobe | CrowdStrike Holdings | Palantir Technologies | Veeva Systems | | ANSYS | Datadog | Palo Alto Networks | Workday | | Atlassian | Fortinet | Salesforce | Zoom Communications | | Autodesk | HubSpot | Samsara | Zscaler | | Cloudflare | MongoDB | ServiceNow | |

  44. USE OF COMPETITIVE MARKET COMPENSATION DATA

    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 2026, our Compensation Committee reviewed data from both the above-listed primary peer group and the set of reference peers. However, the reference peers were primarily used to inform the Compensation Committee’s understanding of program features and design, and not for purposes of assessing the competitiveness of our pay positioning relative to peers or otherwise factored into the Compensation Committee’s decisions establishing executive pay opportunities for Fiscal Year 2026. We also discontinued using the reference peers for Fiscal Year 2027.

  45. USE OF COMPETITIVE MARKET COMPENSATION DATA

    | Snowflake Inc. 2026 Proxy Statement | 43 |

  46. USE OF COMPETITIVE MARKET COMPENSATION DATA

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  47. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS We have adopted a Cash Incentive Bonus Plan for our named executive officers and other eligible employees. During Fiscal Year 2026, each named executive officer was eligible to receive quarterly cash bonuses based on the achievement of certain corporate performance goals, which were set by our Compensation Committee. Our Compensation Committee believes that the plan’s corporate performance metrics contribute to driving long-term stockholder value, play an important role in influencing management performance, and help attract, motivate, and retain our named executive officers and other employees. In February 2025, our Compensation Committee reviewed the target bonus opportunity for Mr. Ramaswamy, Mr. Kleinerman, Mr. Raghunathan, and Mr. Scarpelli, taking into consideration the achievement of our corporate performance goals in Fiscal Year 2025, their individual performance, 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 below, which were unchanged from their respective target bonus opportunities for Fiscal Year 2025. Our Compensation Committee also reviewed and approved the target bonus opportunity for Mr. Gannon in connection with his appointment as Chief Revenue Officer in March 2025 and Mr. Robins in connection with his appointment as Chief Financial Officer in September 2025. For Fiscal Year 2026, the target bonus opportunity for each of our named executive officers was a percentage of such officer’s base salary as follows.

  48. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | NAMED EXECUTIVE OFFICER | TARGET ANNUAL BONUS OPPORTUNITY (AS A % OF BASE SALARY) | PERCENTAGE ADJUSTMENT FROM FISCAL YEAR 2025 (PERCENTAGE POINTS) | | Sridhar Ramaswamy | 100 | — | | Brian Robins | 100 | N/A | | Christian Kleinerman | 78 | — | | Vivek Raghunathan | 50 | — | | Michael Gannon | 100 | N/A | | Michael P. Scarpelli | 100 | — |

  49. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    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 for Fiscal Year 2026. To measure performance for the purposes of calculating bonus pool funding for Fiscal Year 2026, our Compensation Committee, taking into consideration the recommendations of management, selected quarterly product revenue as the key metric, consistent with Fiscal Year 2025. Bonus pool funding based on product revenue achievement for Fiscal Year 2026 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.

  50. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | Snowflake Inc. 2026 Proxy Statement | 45 |

  51. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  52. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    In February 2025, 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. Individual quarterly bonus payouts were capped at 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 2026 is below:

  53. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | 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 (FOR FUNDING ABOVE 100%) | | | | 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. | | Year-over-Year Rated Consumption Growth in Specific Product Categories | The year-over-year percentage increase in rated consumption generated by operations run by or on behalf of customers in specific product categories. Each quarter, the Compensation Committee determines the specific product categories, and the types of operations that contribute to rated consumption within those product categories, that will be included in this metric for the period. If there are multiple product categories being measured for a single quarter, the Compensation Committee will define target growth rates for each product category, and achievement of each target will be required to meet this gate metric. | The year-over-year rated consumption growth in our product categories is a strong indicator of customer satisfaction and the value derived from specific product categories offered by our platform, which we believe is a good measure of the effectiveness of our multi-product go-to-market strategy. |

  54. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    (1)Non-GAAP product gross profit and non-GAAP operating margin are each defined as the respective GAAP measure, excluding, as applicable, the effect of (i) stock-based compensation-related charges, including employer payroll tax-related items on employee stock transactions, (ii) amortization of acquired intangibles, (iii) expenses associated with acquisitions and strategic investments, (iv) restructuring charges, net of associated income and recoveries, and (v) asset impairment related to office facility exit, net of associated sublease income, if any. See our earnings press release for the fiscal fourth quarter and fiscal year ended January 31, 2026 furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2026 for additional information on these measures.

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  57. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    Corporate Performance Goals - Targets and Attainment Target achievement levels for each of the corporate performance metrics under our Cash Incentive Bonus Plan for Fiscal Year 2026 were typically set by our Compensation Committee in the first month of each fiscal quarter. For example, target achievement levels for the quarter ended April 30, 2025 were set by our Compensation Committee in late February 2025. The table below indicates whether we attained our target achievement levels for our corporate performance metrics in each quarter of Fiscal Year 2026. For product revenue, we treat 100% as the target achievement level. We are not disclosing quarterly 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. Target achievement levels were set by our Compensation Committee in such a manner as to be challenging to attain.

  58. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | PERFORMANCE METRIC | Q1FY26 ATTAINMENT | Q2FY26 ATTAINMENT | Q3FY26 ATTAINMENT | Q4FY26 ATTAINMENT | | Product Revenue | Target Exceeded | Target Exceeded | Between Threshold and Target | Between Threshold and Target | | GATE METRICS (FOR FUNDING ABOVE 100%) | | | | | | Non-GAAP Product Gross Margin Gate | Target Met | Target Met | N/A(2) | N/A(2) | | Non-GAAP Operating Margin Gate | Target Met | Target Met | N/A(2) | N/A(2) | | Year-over-Year Rated Consumption Growth Gate(1) | Target Met | Target Met | N/A(2) | N/A(2) |

  59. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    (1)The product category for the year-over-year rated consumption growth gate was Data Engineering for the first and third quarters of Fiscal Year 2026 and Analytics for the second and fourth quarters of Fiscal Year 2026. (2)Because we did not attain 100% of the product revenue target for the third and fourth quarters of Fiscal Year 2026, 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 103.0% for Fiscal Year 2026, 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. No adjustments were made for individual performance. 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 2026:

  60. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    | NAMED EXECUTIVE OFFICER | TOTAL CASH BONUS ($) | | Sridhar Ramaswamy | 772,407 | | Brian Robins(1) | 178,846 | | Christian Kleinerman | 360,457 | | Vivek Raghunathan | 257,469 | | Michael Gannon(1) | 455,298 | | Michael P. Scarpelli(1) | 265,638 |

  61. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

    (1)Represents prorated cash bonuses awarded to the named executive officer based on partial service during Fiscal Year 2026.

  62. PERFORMANCE-BASED CASH BONUS AND TARGET AMOUNTS

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    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  64. LONG-TERM EQUITY INCENTIVE AWARDS

    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 2026 Equity Award Summary As part of its annual review of our executive compensation program for Fiscal Year 2026, and after taking into consideration a peer group analysis, recommendations from management, and the other factors described above, our Compensation Committee granted a combination of annual “refresh” RSU awards and PRSU awards to Mr. Ramaswamy, Mr. Kleinerman, and Mr. Raghunathan in early Fiscal Year 2026. The total intended equity grant value was $24,500,000 for Mr. Ramaswamy, $15,000,000 for Mr. Kleinerman, and $10,000,000 for Mr. Raghunathan. For these awards, 70% of the total intended equity grant value was delivered in the form of a PRSU award to each of Mr. Ramaswamy and Mr. Raghunathan and 67% of the total intended equity grant value was delivered in the form of a PRSU award to Mr. Kleinerman to heavily align these incentive awards to company performance goals. Mr. Scarpelli was not granted any equity awards during Fiscal Year 2026 due to his announcement in late February that he intended to resign. In connection with new executive appointments in Fiscal Year 2026, our Compensation Committee evaluated prevailing market practices and the highly competitive landscape for talent within the technology sector. To effectively attract and incentivize high-caliber leadership, the Compensation Committee approved the following new-hire equity awards: Mr. Robins received two RSU awards with an intended value of $28,000,000 (CFO New Hire RSU award) and $2,500,000 (CFO Corporate RSU award), respectively, in connection with his appointment as Chief Financial Officer in September 2025; Mr. Gannon received an RSU award with an intended value of $50,000,000, a PRSU award with an intended target value of $5,000,000 on the same terms as the annual “refresh” PRSU awards described above, and a special revenue PRSU (CRO Revenue PRSU) with an intended maximum value of $2,500,000 in connection with his appointment as Chief Revenue Officer in March 2025. Annual “Refresh” Equity Awards

  65. LONG-TERM EQUITY INCENTIVE AWARDS

    | NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | TARGET PRSU AWARD (# OF SHARES) | ACHIEVED PRSU AWARD (# OF SHARES) | | Sridhar Ramaswamy | 42,254 | 98,592 | 101,402 | | Christian Kleinerman | 28,744 | 57,488 | 59,126 | | Vivek Raghunathan | 17,247 | 40,242 | 41,389 |

  66. LONG-TERM EQUITY INCENTIVE AWARDS

    New-Hire Equity Awards

  67. LONG-TERM EQUITY INCENTIVE AWARDS

    | NAMED EXECUTIVE OFFICER | RSU AWARD (# OF SHARES) | TARGET PRSU AWARD (# OF SHARES) | ACHIEVED PRSU AWARD (# OF SHARES) | MAXIMUM CRO REVENUE PRSU AWARD (# OF SHARES) | ACHIEVED CRO REVENUE PRSU AWARD (# OF SHARES) | | Brian Robins | 136,840 | — | — | — | — | | | 12,218 | — | — | — | — | | Michael Gannon | 319,408 | 31,941 | 32,851 | 15,971 | 3,428 |

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  70. LONG-TERM EQUITY INCENTIVE AWARDS

    Vesting Schedule and Performance Conditions The annual “refresh” RSU awards granted to Mr. Ramaswamy, Mr. Kleinerman, and Mr. Raghunathan vest over four years with 6.25% of the shares underlying the RSU awards vesting quarterly beginning on June 8, 2025, subject to the named executive officer’s continuous service through each applicable vesting date. Mr. Robins’ CFO New Hire RSU award vests over four years with 7.5% of the shares underlying the award vesting on each of the first eight quarterly vest dates beginning on December 8, 2025 and 5% vesting each quarter thereafter, and his CFO Corporate RSU award vests over four years with 6.25% of the shares underlying the award vesting quarterly beginning on December 8, 2025, in each case subject to his continuous service through each applicable vesting date. Mr. Gannon’s new hire RSU award vests over four years with 10.42% of the shares underlying the award vesting on September 8, 2025 and 6.25% vesting each quarter thereafter, subject to his continuous service through each applicable vesting date. Our named executive officers who received an annual “refresh” PRSU award and Mr. Gannon (with respect to his PRSU award that was on the same terms as the annual “refresh” awards) 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 2026, as determined by our Compensation Committee. Our Compensation Committee 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 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 2026 was approximately 102.9% 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 2026 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. No adjustments were made to our named executive officers’ PRSU awards for Fiscal Year 2026. 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 8, 2026 and 6.25% of these PRSUs vest each quarter thereafter, subject to the named executive officer's continuous service through each applicable vesting date. Below is a description of each performance metric and its weighting:

  71. LONG-TERM EQUITY INCENTIVE AWARDS

    | METRIC AND WEIGHTING | WHAT IT IS | WHY IT’S IMPORTANT | | Annual Total Revenue Weighting: 50% | Annual total revenue calculated in accordance with GAAP, as publicly reported in our annual earnings reports. | Annual total revenue includes product revenue as well as professional services and other revenue. 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. Professional services and other revenue is a strong indicator of customer investment in our platform. Our Compensation Committee chose annual total revenue as a key metric for these PRSU awards to provide a broader and longer-term incentive structure compared to the metric of quarterly product revenue used by our Cash Incentive Bonus Plan. | | Annual Non-GAAP Adjusted Free Cash Flow(1) Weighting: 25% | Annual non-GAAP adjusted free cash flow, as publicly reported in our annual earnings reports. | Annual non-GAAP adjusted free cash flow is an indicator of the strength and performance of our core business operations. | | Annual Non-GAAP Operating Margin Weighting: 25% | Annual non-GAAP operating margin, as publicly reported in our annual earnings reports. | Annual non-GAAP operating margin incentivizes management to focus on annual profitability, acting as a counterbalance to annual total revenue growth. |

  72. LONG-TERM EQUITY INCENTIVE AWARDS

    (1)Non-GAAP adjusted free cash flow is defined as non-GAAP free cash flow plus (minus) net cash paid (received) on employer and employee payroll tax-related items on employee stock transactions. Non-GAAP free cash flow is defined as net cash provided by operating activities calculated in accordance with GAAP reduced by purchases of property and equipment and capitalized software development costs. See our earnings press release for the fiscal fourth quarter and fiscal year ended January 31, 2026 furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2026 for additional information on these measures.

  73. LONG-TERM EQUITY INCENTIVE AWARDS

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  74. LONG-TERM EQUITY INCENTIVE AWARDS

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  75. LONG-TERM EQUITY INCENTIVE AWARDS

    The Compensation Committee chose to grant PRSUs rather than option awards for the annual equity grants because, even more than option awards, PRSUs incentivize both aggressive short-term growth as well as long-term value-creation. PRSUs encourage short-term growth by encouraging over-achievement on aggressive company performance goals during Fiscal Year 2026, which determines the number of PRSUs that will become eligible to vest, and PRSUs encourage long-term value-creation by incorporating a multi-year service requirement to receive the full benefit of any such achievement. For Mr. Gannon, the Compensation Committee determined to grant the additional CRO Revenue PRSU award in connection with his appointment as Chief Revenue Officer to create a direct alignment of his sales leadership performance with stockholder valuation creation, which was structured as follows: The value of the actual number of shares of common stock earned under the CRO Revenue PRSU award would equal $500,000 for every 100 basis points that the Company’s actual total revenue for the fiscal year ended January 31, 2026 exceeds the revenue target for such period, with achievement determined on a linear basis (Earned Revenue PRSU Amount). The number of shares representing the Earned Revenue PRSU Amount would be determined based on the conversion price calculated in accordance with our standard practice for new hires, which was $156.54. The Compensation Committee determined the achievement of the CRO Revenue PRSU award following the end of Fiscal Year 2026, based on which the shares representing 25% of the Earned Revenue PRSU Amount vest quarterly beginning on March 8, 2026. All of Mr. Gannon’s then-unvested equity awards will be forfeited following the termination of the consulting agreement we entered into with him, which will be no later than September 21, 2026, as further described below. The following table sets forth a summary of Mr. Gannon’s outstanding equity awards, including the number of shares expected to be forfeited following the termination of his consulting agreement, as of the date of this Proxy Statement:

  76. LONG-TERM EQUITY INCENTIVE AWARDS

    | AWARD | RSUs GRANTED / PRSUs ACHIEVED (# OF SHARES) | UNVESTED (# OF SHARES) | EXPECTED TO BE FORFEITED (# OF SHARES) | | New-Hire RSU Award | 319,408 | 246,200 | 206,274 | | New-Hire PRSU Award | 32,851 | 24,368 | 20,531 | | CRO Revenue PRSU Award | 3,428 | 2,571 | 857 | | FY2027 Refresh RSU Award | 28,478 | 28,478 | 24,919 | | FY2027 Refresh PRSU Award | 100% will be forfeited due to the three-year cliff. | | |

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  79. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents all of the compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended January 31, 2026, 2025, and 2024, as applicable. The amounts reported in the “Stock Awards” column for Mr. Robins and Mr. Gannon represent the aggregate grant date fair value of their respective initial new-hire equity awards.

  80. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($)(6) | | Sridhar Ramaswamy Chief Executive Officer | 2026 | 750,000 | — | 20,787,461 | — | 772,407 | 624 | 22,310,492 | | | 2025 | 725,137 | — | 25,047,811 | 74,764,494 | 780,619 | 7,314 | 101,325,374 | | Brian Robins Chief Financial Officer(7) | 2026 | 180,822 | — | 37,295,802 | — | 178,846 | 39,127 | 37,694,597 | | Christian Kleinerman EVP, Product Management | 2026 | 450,000 | — | 12,726,981 | — | 360,457 | 624 | 13,538,062 | | | 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 | 2026 | 500,000 | — | 8,484,802 | — | 257,469 | 624 | 9,242,895 | | | 2025 | 428,470 | — | 10,279,530 | — | 183,658 | 708 | 10,892,366 | | Michael Gannon Former Chief Revenue Officer(8) | 2026 | 443,836 | 1,900,000 | 47,606,595 | — | 455,298 | 5,400 | 50,411,129 | | Michael P. Scarpelli Former Chief Financial Officer(7) | 2026 | 383,562 | — | — | — | 265,638 | 6,988 | 656,187 | | | 2025 | 500,000 | — | 29,715,833 | — | 520,413 | 708 | 30,736,954 | | | 2024 | 400,000 | — | 12,003,043 | — | 410,010 | 708 | 12,813,761 |

  81. SUMMARY COMPENSATION TABLE

    (1)The amounts reported in this column represent the base salary earned by each of our named executive officers for the indicated fiscal years. (2)The amount reported in this column for Mr. Gannon represents a sign-on bonus advanced in Fiscal Year 2026, which became earned once Mr. Gannon completed one (1) year of continuous employment with us and would have been subject to repayment had Mr. Gannon’s employment been terminated before the one-year anniversary under certain circumstances. (3)The amounts reported in these columns do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the RSU awards, PRSU awards, and stock options, as applicable, granted during the applicable fiscal year, computed in accordance with the provisions of Topic 718. The assumptions used in calculating the grant date fair value of the equity awards reported in these columns are set forth in 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, 2026. The amounts for the PRSUs granted in Fiscal Year 2026 included within the total amount in this column reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date. Assuming the highest level of performance achievement, the aggregate grant date fair value of the PRSUs granted in Fiscal Year 2026 would have been the following higher amounts: Mr. Ramaswamy — $17,461,373, Mr. Gannon — $5,117,305 and $2,132,288 (CRO Revenue PRSUs), Mr. Kleinerman — $10,181,644, and Mr. Raghunathan — $7,127,121. Mr. Robins and Mr. Scarpelli did not receive a PRSU award in Fiscal Year 2026. For option awards, our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of the shares underlying such stock options. See the “Grants of Plan-Based Awards in Fiscal Year 2026” and “Outstanding Equity Awards at January 31, 2026” tables below for additional information.

  82. SUMMARY COMPENSATION TABLE

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  84. SUMMARY COMPENSATION TABLE

    (4)The amounts reported in this column represent total bonuses earned based on the achievement of company performance goals under our Cash Incentive Bonus Plan as determined by our Compensation Committee. See the section titled “Corporate Performance Goals—Targets and Attainment” for additional information. (5)The amounts reported in this column for Fiscal Year 2026 include (i) premiums for the life, disability and accidental death and dismemberment insurance paid by us on behalf of each named executive officer; (ii) $25,000 in relocation expense and $13,971 in associated tax gross-up for Mr. Robins; (iii) tax gross-up in connection with a certain Company event for Mr. Gannon; and (iv) continued health benefits for Mr. Scarpelli paid by us after his termination of employment in November 2025. (6)Certain amounts reported in this column may not sum exactly due to rounding. (7)Effective September 22, 2025, Mr. Robins was appointed as Chief Financial Officer to succeed Mr. Scarpelli. Mr. Scarpelli remained an employee of the Company until November 7, 2025. (8)Mr. Gannon departed from his position as Chief Revenue Officer of the Company, effective March 31, 2026. Mr. Gannon was originally appointed effective March 14, 2025. We entered into the Separation and Consulting Agreements with Mr. Gannon as further described above under the section titled “Other Features of Our Executive Compensation Program—Offer Letters and Other Compensatory Arrangements—Michael Gannon.”

  85. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026 The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended January 31, 2026.

  86. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | | | | NAME | AWARD TYPE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | Sridhar Ramaswamy | Annual Cash | — | 637,500 | 750,000 | 1,650,000 | — | — | — | — | — | | | RSU Award | 3/10/2025 | — | — | — | — | — | — | 42,254 | 6,236,268 | | | PRSU Award | 3/10/2025 | — | — | — | 49,296 | 98,592 | 118,310 | — | 14,551,193 | | Brian Robins | Annual Cash(4) | — | 153,699 | 180,822 | 397,808 | — | — | — | — | — | | | RSU Award | 10/8/2025 | — | — | — | — | — | — | 136,840 | 34,238,736 | | | RSU Award | 10/8/2025 | — | — | — | — | — | — | 12,218 | 3,057,066 | | Christian Kleinerman | Annual Cash | — | 297,500 | 350,000 | 770,000 | — | — | — | — | — | | | RSU Award | 3/10/2025 | — | — | — | — | — | — | 28,744 | 4,242,327 | | | PRSU Award | 3/10/2025 | — | — | — | 28,744 | 57,488 | 68,986 | — | 8,484,654 | | Vivek Raghunathan | Annual Cash | — | 212,500 | 250,000 | 550,000 | — | — | — | — | — | | | RSU Award | 3/10/2025 | — | — | — | — | — | — | 17,247 | 2,545,485 | | | PRSU Award | 3/10/2025 | — | — | — | 20,121 | 40,242 | 48,290 | — | 5,939,317 | | Michael Gannon | Annual Cash(4) | — | 377,260 | 443,836 | 976,438 | — | — | — | — | — | | | RSU Award | 4/8/2025 | — | — | — | — | — | — | 319,408 | 42,644,162 | | | PRSU Award | 4/8/2025 | — | — | — | 15,971 | 31,941 | 38,329 | — | 4,520,382 | | | CRO Revenue PRSU Award(5) | 4/8/2025 | — | — | — | — | — | 15,971 | — | 442,052 | | Michael P. Scarpelli | Annual Cash(4) | — | 318,750 | 375,000 | 825,000 | — | — | — | — | — |

  87. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    (1)These amounts represent threshold, target, and maximum annual bonus amounts under our Cash Incentive Bonus Plan for each named executive officer for Fiscal Year 2026, and do not represent actual compensation earned by our named executive officers for Fiscal Year 2026. Target bonuses were set as a percentage of each named executive officer’s base salary for Fiscal Year 2026 as follows: 100% for Mr. Ramaswamy, Mr. Robins, Mr. Gannon, and Mr. Scarpelli, 78% for Mr. Kleinerman, and 50% for Mr. Raghunathan. Amounts reported in the “Threshold” column assume we achieved threshold performance in all four quarters of Fiscal Year 2026. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For Fiscal Year 2026, individual maximum payout amounts for our named executive officers were capped at 200% of their bonus plan payout based on the actual bonus pool funding, which was capped at 110%, and none of our named executive officers received bonus payouts in excess of the corporate funding during any of the fiscal quarters.

  88. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

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  89. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  90. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    (2)As described in further detail under the section titled “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards,” the PRSUs granted to our named executive officers (other than the CRO Revenue PRSUs) became eligible to vest based on our performance with respect to three metrics: annual total revenue (weighted at 50%), non-GAAP operating margin (weighted at 25%), and non-GAAP adjusted free cash flow (weighted at 25%), for the fiscal year ended January 31, 2026. Amounts reported in the “Threshold” column assume that 50% of the target PRSUs will vest, and amounts reported in the “Maximum” column assume that 120% of the target PRSUs will vest. The actual number of PRSUs that became eligible to vest based on our performance is included in the “Stock Awards – Number of Shares or Units of Stock that Have Not Vested” column of the “Outstanding Equity Awards at January 31, 2026” table below. (3)The amounts reported in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the grant date fair value of each RSU award and PRSU award, as applicable, granted during the fiscal year ended January 31, 2026, computed in accordance with the provisions of Topic 718. The assumptions used in calculating the grant date fair value of the equity awards reported in these columns are set forth in 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, 2026. The amounts for the PRSUs granted in Fiscal Year 2026 included within the total amount in this column reflect the grant date fair value based upon the probable outcome of the performance conditions (as described under the section titled “Compensation Discussion and Analysis— Fiscal Year 2026 Executive Compensation Program”) as of the grant date. (4)The amounts in the corresponding columns represent the prorated threshold, target, and maximum bonus amounts, respectively, based on the effective target bonus opportunities during the periods in which the named executive officer was eligible for bonus plan payout. (5)Represents the CRO Revenue PRSUs that do not have any threshold or target amount. The "Maximum" column assumes that the maximum number of the CRO Revenue PRSUs will vest pursuant to the terms of the award. The actual number of the CRO Revenue PRSUs that became eligible to vest based on our performance is included in the “Stock Awards – Number of Shares or Units of Stock that Have Not Vested” column of the “Outstanding Equity Awards at January 31, 2026” table below.

  91. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

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  92. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2026

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  93. OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026

    OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026 The following table presents certain information about outstanding equity awards granted to our named executive officers that remained outstanding as of January 31, 2026. These equity awards are subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.”

  94. OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | NAME | GRANT DATE(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | GRANT DATE(1) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | Sridhar Ramaswamy | 3/20/2024 | 367,964(3) | 591,944(3) | 163.04 | 3/19/2031 | | | | | | | | | | | 12/29/2023 | 90,981(4) | 17,532,039 | | | | | | | | 3/20/2024 | 61,119(5) | 11,777,631 | | | | | | | | 5/21/2024 | 18,106(6) | 3,489,026 | | | | | | | | 3/10/2025 | 34,332(7) | 6,615,776 | | | | | | | | 3/10/2025 | 101,402(8) | 19,540,165 | | Brian Robins | | | | | | 10/8/2025 | 126,577(9) | 24,391,388 | | | | | | | | 10/8/2025 | 11,455(10) | 2,207,379 | | Christian Kleinerman | 3/9/2022 | 51,284(11) | 2,231(11) | 207.56 | 3/8/2032 | | | | | | | | | | | 3/9/2022 | 1,108(12) | 213,512 | | | | | | | | 3/15/2023 | 14,471(13) | 2,788,562 | | | | | | | | 3/15/2023 | 15,573(14) | 3,000,917 | | | | | | | | 3/20/2024 | 15,379(15) | 2,963,533 | | | | | | | | 3/20/2024 | 32,088(5) | 6,183,358 | | | | | | | | 3/10/2025 | 23,355(7) | 4,500,509 | | | | | | | | 3/10/2025 | 59,126(8) | 11,393,580 | | Vivek Raghunathan | | | | | | 6/15/2023 | 93,543(16) | 18,025,736 | | | | | | | | 10/21/2024 | 50,154(17) | 9,664,676 | | | | | | | | 3/10/2025 | 14,014(7) | 2,700,498 | | | | | | | | 3/10/2025 | 41,389(8) | 7,975,660 | | Michael Gannon | | | | | | 4/8/2025 | 266,163(18) | 51,289,610 | | | | | | | | 4/8/2025 | 32,851(8) | 6,330,388 | | | | | | | | 4/8/2025 | 3,428(19) | 660,576 | | Michael P. Scarpelli | 8/27/2019 | 219,299(20) | — | 8.88 | 8/26/2029 | | | | | | 3/9/2022 | 66,669(11) | 2,900(11) | 207.56 | 3/8/2032 | | | | | | | | | | | 3/9/2022 | 1,441(12) | 277,681 | | | | | | | | 3/15/2023 | 13,437(13) | 2,589,310 | | | | | | | | 3/15/2023 | 14,460(14) | 2,786,442 | | | | | | | | 3/20/2024 | 67,932 (5) | 13,090,496 |

  95. OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026

    (1)All equity awards listed in this table that were granted prior to our IPO in September 2020 were granted pursuant to our 2012 Equity Incentive Plan (2012 Plan), and all other equity awards listed in this table were granted pursuant to our 2020 Plan. (2)The market value of shares or units of stock that have not yet vested is based on the closing price of our common stock on January 30, 2026, the last trading day of Fiscal Year 2026, which was $192.70 per share.

  96. OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026

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  98. OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2026

    (3)The shares underlying the option vest in equal monthly installments over 60 months starting on March 27, 2024, subject to Mr. Ramaswamy's continuous service in his capacity as CEO through each such vesting date. (4)7.45% of the shares underlying the RSU award vested on March 15, 2024, and 5% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (5)For Mr. Ramaswamy and Mr. Kleinerman, 25% of the shares underlying the PRSU award vested on March 20, 2025 and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service (in the case of Mr. Ramaswamy, in his capacity as CEO) through each vesting date. For Mr. Scarpelli, 33.33% of the shares underlying the PRSU award vested on March 20, 2025, and 8.33% of the shares vest each quarter thereafter, subject to his continuous service through each vesting date. (6)6.25% of the shares underlying the RSU award vested on June 20, 2024, and 6.25% of the shares vest each quarter thereafter, subject to Mr. Ramaswamy's continuous service in his capacity as CEO through each such vesting date and the additional forfeiture provision as set forth in his offer letter described above. (7)6.25% of the shares underlying the RSU award vested on June 8, 2025, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (8)Represents the number of shares that became eligible to vest under the applicable PRSU award upon the completion of the performance period ended January 31, 2026 based on the actual achievement with respect to the performance metrics for such period as described in the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation Program.” 25% of the shares underlying the PRSU award vested on March 8, 2026 and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each vesting date. (9)7.5% of the shares underlying the RSU award vest on each of the first eight quarterly vest dates beginning on December 8, 2025, and 5% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (10)6.25% of the shares underlying the RSU award vested on December 8, 2025, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (11)The shares underlying the option vest in equal monthly installments over 48 months starting on April 8, 2022, subject to the named executive officer’s continuous service through each such vesting date. (12)6.25% of the shares underlying the RSU award vested on June 8, 2022, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (13)25% of the shares underlying the RSU award vested on March 15, 2024, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (14)25% of the shares underlying the PRSU award vested on March 15, 2024, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each vesting date. (15)6.25% of the shares underlying the RSU award vested on June 20, 2024, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (16)6.25% of the shares underlying the RSU award vested on September 15, 2023, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (17)8.33% of the shares underlying the RSU award vested on December 20, 2024, and 8.33% of the shares vest each quarter thereafter, subject to the named executive officer's continuous service through each such vesting date. (18)10.42% of the shares underlying the RSU award vested on September 8, 2025, and 6.25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (19)Represents the number of shares that became eligible to vest under the CRO Revenue PRSU award upon the completion of the performance period ended January 31, 2026 for such period as described in the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation Program.” 25% of the shares underlying the CRO Revenue PRSU award vested on March 8, 2026, and 25% of the shares vest each quarter thereafter, subject to the named executive officer’s continuous service through each such vesting date. (20)The stock option is fully vested.

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  101. FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED

    FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED The following table presents certain information regarding any option exercises and stock vested during the fiscal year ended January 31, 2026 with respect to our named executive officers.

  102. FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Sridhar Ramaswamy | — | — | 113,831 | 22,014,002 | | Brian Robins | — | — | 11,026 | 2,484,268 | | Christian Kleinerman | — | — | 65,647 | 12,969,816 | | Vivek Raghunathan | — | — | 94,255 | 19,204,249 | | Michael Gannon | — | — | 53,245 | 12,036,902 | | Michael P. Scarpelli | 1,800,000 | 361,723,400 | 123,132 | 23,280,567 |

  103. FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED

    (1)The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the exercise price of the applicable options, and does not represent actual amounts received by our named executive officers as a result of the option exercises. (2)The value realized on vesting is based on the total number of shares of common stock issued to each named executive officer upon the vesting of the RSU or PRSU award multiplied by the closing price of our common stock on the vesting date, and does not represent actual amounts received by our named executive officers as a result of the vesting event.

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Our Severance and Change in Control Plan (CIC Plan), which was adopted in June 2020 and amended in August 2023, provides severance and change in control benefits to each of our named executive officers and certain other participants, under the conditions described below. The CIC Plan provides different benefits for three different “tiers” of employees. Currently, our CEO is a “tier 1” employee and our other named executive officers are “tier 2” employees. Mr. Scarpelli was a “tier 1” employee while serving as our Chief Financial Officer. Upon termination of employment by Snowflake other than for “cause,” death, or “disability,” or upon resignation for “good reason” (each as defined in the CIC Plan) that occurs during the period beginning three months prior to a “change in control” (as defined in the CIC Plan) and ending 18 months following such change in control, tier 1 and tier 2 employees will each be entitled to receive (i) a cash payment equal to 12 months of base salary, (ii) a cash payment equal to the participant’s target annual bonus, (iii) reimbursement of the employer portion of COBRA premiums for up to 12 months for tier 1 employees and six months for tier 2 employees, and (iv) acceleration of vesting (and, if applicable, exercisability) of 100% of then-unvested equity awards held by such employee. For any equity acceleration, vesting of performance-based awards will be based on the participant’s target achievement level (or actual achievement level if the performance metrics are measurable at the time of acceleration). In addition, with respect to equity awards that were granted to a tier 1 employee before the CIC Plan was amended in August 2023, upon a “change in control," 100% of such then-unvested equity awards will accelerate and become vested (and, if applicable, exercisable). Upon termination of employment by Snowflake other than for cause, death, or disability or upon resignation for good reason that does not occur in connection with a change in control, tier 1 and tier 2 employees will be entitled to receive (i) a cash payment equal to 12 months of base salary, and (ii) reimbursement of the employer portion of COBRA premiums for up to 12 months for tier 1 employees and six months for tier 2 employees.

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    All benefits upon termination of employment by Snowflake are subject to the participant signing a general release of all claims. If our named executive officers are entitled to any benefits under other arrangements that are different from the benefits under the CIC Plan, each of such officers’ benefits under the CIC Plan shall be provided only to the extent more favorable than the corresponding benefit under such other arrangement. Under the amended and restated offer letter we entered into with Mr. Ramaswamy in connection with his appointment as CEO in February 2024, in addition to the benefits under the CIC Plan, upon termination of Mr. Ramaswamy's employment by Snowflake other than for cause, death, or disability or upon resignation for good reason that does not occur in connection with a change in control, Mr. Ramaswamy will be entitled to accelerated vesting of the unvested portion of his PRSU award granted in March 2024 pursuant to his offer letter. If such termination had occurred between the first and second anniversaries of his appointment, 50% of the unvested portion of the PRSU award achieved based on actual performance would have accelerated and become vested. Under the confirmatory offer letter we entered into with Mr. Raghunathan in connection with his appointment as SVP, Engineering and Support in September 2024, in addition to the benefits under the CIC Plan, upon termination of Mr. Raghunathan's employment by Snowflake other than for cause, death, or disability or upon resignation for good reason that does not occur in connection with a change in control, Mr. Raghunathan will be entitled to accelerated vesting of the unvested portion of his RSU awards granted in June 2023 and October 2024. For each of the RSU awards, if such termination occurs prior to the second anniversary of Mr. Raghunathan's appointment, 50% of the shares subject to each such RSU award less any shares that have already vested as of the date of acceleration will accelerate and become vested. In addition, under the RSU grant notice that governs the RSU award granted to Mr. Raghunathan in June 2023 in connection with our acquisition of Neeva, upon termination of Mr. Raghunathan's employment by Snowflake other than for cause, 100% of the unvested portion of the RSU award will accelerate and become vested. The acceleration of these equity awards is subject to Section 7 of the CIC Plan (Non-Duplication of Benefits).

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  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The following table presents quantitative estimates of the benefits that would have accrued to our named executive officers upon a qualifying termination pursuant to the CIC Plan and the terms of their offer letters, as applicable, assuming their employment had terminated as of January 30, 2026, which was the last business day of Fiscal Year 2026 (Assumed Termination Date). Actual payments and benefits could be different if such events were to occur on any other date or if any other assumptions are used to estimate potential payments and benefits.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NAME | BENEFIT DESCRIPTION | TERMINATION WITHOUT CAUSE BY SNOWFLAKE OR FOR GOOD REASON BY EXECUTIVE NOT IN CONNECTION WITH A CHANGE IN CONTROL ($) | TERMINATION WITHOUT CAUSE BY SNOWFLAKE OR FOR GOOD REASON BY EXECUTIVE IN CONNECTION WITH A CHANGE IN CONTROL ($) | CHANGE IN CONTROL NOT IN CONNECTION WITH TERMINATION WITHOUT CAUSE BY SNOWFLAKE OR FOR GOOD REASON BY EXECUTIVE ($) | | Sridhar Ramaswamy | Cash severance | 750,000(1) | 1,500,000(2) | — | | | Accelerated vesting of equity awards | 5,888,816(3) | 76,511,697(4) | — | | | Continuation of health benefits | 38,856(5) | 38,856(5) | — | | Brian Robins | Cash severance | 500,000(1) | 1,000,000(2) | — | | | Accelerated vesting of equity awards | — | 26,598,766(4) | — | | | Continuation of health benefits | 17,764(5) | 17,764(5) | — | | Christian Kleinerman | Cash severance | 450,000(1) | 800,000(2) | — | | | Accelerated vesting of equity awards | — | 31,043,970(4) | — | | | Continuation of health benefits | 19,428(5) | 19,428(5) | — | | Vivek Raghunathan | Cash severance | 500,000(1) | 750,000(2) | — | | | Accelerated vesting of equity awards | 19,406,432(6) | 38,366,570(4) | — | | | Continuation of health benefits | 19,428(5) | 19,428(5) | — | | Michael Gannon(7) | Cash severance | 500,000(1) | 1,000,000(2) | — | | | Accelerated vesting of equity awards | — | 58,280,573(4) | — | | | Continuation of health benefits | 19,360(5) | 19,360(5) | — | | Michael P. Scarpelli(8) | Cash severance | — | — | — | | | Accelerated vesting of equity awards | — | — | — | | | Continuation of health benefits | — | — | — |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Represents the named executive officer’s base salary as in effect on the Assumed Termination Date.

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  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (2)Represents the sum of (i) the named executive officer’s base salary and (ii) the named executive officer’s target annual bonus, in each case as in effect on the Assumed Termination Date. (3)Represents the sum of the values as of the Assumed Termination Date of the additional benefit from the acceleration of vesting of the PRSUs granted to Mr. Ramaswamy on March 20, 2024 that would have occurred as a result of a termination without “cause” by Snowflake or resignation by Mr. Ramaswamy for “good reason” not in connection with a change in control pursuant to the terms of his offer letter. (4)Represents the sum of the values as of the Assumed Termination Date of the additional benefit from the acceleration of vesting, if any, of RSUs, PRSUs, and stock options that would have occurred as a result of a termination without “cause” by Snowflake, or resignation by the named executive officer for “good reason,” in each case in connection with a change in control. The number of PRSUs that were deemed to accelerate as of the Assumed Termination Date for purposes of this table was based on the actual achievement with respect to the performance metrics for such period as described in the section titled “Compensation Discussion and Analysis—Fiscal Year 2026 Executive Compensation Program.” Solely for purposes of this table, we assume the performance metrics for the PRSUs were measurable as of the Assumed Termination Date given the closeness in time to the last day of the performance period, which was January 31, 2026. The value of accelerated stock options for purposes of this table was determined by subtracting the exercise price of the stock option from the closing price of our common stock on the Assumed Termination Date, which was $192.70 per share, and multiplying the result, if a positive number (in-the-money), by the number of stock options that would have vested as a result of termination. (5)Represents continuing payment for twelve months, in the case of Mr. Ramaswamy, or six months, in the case of all other named executive officers, of the portion of the healthcare premium cost as was borne by us under the level of coverage selected by the named executive officer and in effect as of the Assumed Termination Date. (6)Represents the sum of the values as of the Assumed Termination Date of the additional benefit from the acceleration of vesting of the RSUs granted to Mr. Raghunathan that would have occurred as a result of a termination without “cause” by Snowflake not in connection with a change in control pursuant to the terms of his offer letter and the applicable RSU grant notices. In the event of resignation by Mr. Raghunathan for “good reason” not in connection with a change in control, the sum of such values would have been $1,380,696 pursuant to the terms of his offer letter. (7)See the section titled “Compensation Discussion and Analysis—Other Features of Our Executive Compensation Program—Offer Letters and Other Compensatory Arrangements” for a description of the Separation and Consulting Agreements we entered into with Mr. Gannon in March 2026, as well as the severance benefits he received thereunder in connection with his separation from us. All of Mr. Gannon’s then-unvested equity awards will be forfeited following the termination of the Consulting Agreement. (8)Mr. Scarpelli did not receive any severance benefits in connection with his resignation as Chief Financial Officer in September 2025 or termination of employment in November 2025. See the section titled “Compensation Discussion and Analysis—Other Features of Our Executive Compensation Program—Offer Letters and Other Compensatory Arrangements” for a description of the consulting agreement we entered into with Mr. Scarpelli setting forth the terms of his post-employment advisory role in anticipation of his retirement, including continued health benefits paid by us during the term of the consulting period.

  116. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are required to provide to our stockholders specified disclosure regarding the relationship of our CEO's annual total compensation to the annual total compensation of the employee whose compensation was at the median of the compensation of all of our employees (median employee), referred to as “pay ratio” disclosure. For Fiscal Year 2026, the median of the annual total compensation of all of our employees (other than the CEO) was $330,699 and the annual total compensation of the CEO, as reported in the “Total” column of the “Summary Compensation Table” included in this Proxy Statement, was $22,310,492. We used December 31, 2025 (Employee Population Determination Date) to select our median employee. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of our other employees was approximately 67 to 1. The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance and is based on our internal records and the methodology described below. The SEC rules provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC has explained, in considering the pay ratio disclosure, stockholders should keep in mind that the SEC rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures. Accordingly, the pay ratio and related disclosure reported by other companies may not be comparable to the pay ratio and related disclosure provided herein.

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K under the Securities Act (Item 402(v)), we are providing the following information about the relationship between executive compensation that the SEC deems to have been “actually paid” to our current and former principal executive officers (referred to herein as CEOs) and other named executive officers (as used in this Pay Versus Performance section, other NEOs, and together with our current and former CEOs, NEOs), and certain indicators of our performance. Item 402(v) requires the amounts included in the “compensation actually paid” columns of the table below to be calculated according to a particular formula that treats the increases or decreases in the values of vested and unvested equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gains or losses from such fluctuations in equity values. As a result of the calculation methodology required by the SEC, the amounts included in the “compensation actually paid” columns of the table below differ from compensation actually earned, paid, or realized by our NEOs. For additional information concerning our pay-for-performance philosophy and how our executive compensation program is designed, please see the section titled “Executive Compensation—Compensation Discussion and Analysis.”

  118. PAY VERSUS PERFORMANCE

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR FORMER CEO ($)(1) | COMPENSATION ACTUALLY PAID TO CEO ($)(1)(2) | COMPENSATION ACTUALLY PAID TO FORMER CEO ($)(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOs ($)(1) | AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs ($)(1)(2) | TOTAL STOCKHOLDER RETURN ($)(3) | PEER GROUP TOTAL STOCKHOLDER RETURN ($)(4) | NET INCOME (LOSS) ($)(5) (IN THOUSANDS) | PRODUCT REVENUE ($)(6) (IN MILLIONS) | | 2026 | 22,310,492 | — | 28,100,039 | — | 22,308,574 | 28,102,484 | 70.73 | 256.43 | (1,329,035) | 4,472 | | 2025 | 101,325,374 | 44,339 | 94,331,809 | (7,426,717) | 17,649,164 | 8,779,388 | 66.62 | 204.12 | (1,289,212) | 3,462 | | 2024 | — | 21,225,625 | — | 22,370,841 | 12,019,477 | 21,439,205 | 71.81 | 159.97 | (837,990) | 2,667 | | 2023 | — | 23,687,578 | — | (494,671,832) | 11,264,929 | (64,047,291) | 57.42 | 106.58 | (797,526) | 1,939 | | 2022 | — | 775,196 | — | (17,750,504) | 549,231 | (2,993,939) | 101.27 | 126.43 | (679,948) | 1,141 |

  119. PAY VERSUS PERFORMANCE

    (1)The current and former CEOs and other NEOs included in the table above consist of the following individuals:

  120. PAY VERSUS PERFORMANCE

    | FISCAL YEAR | CEO | FORMER CEO | OTHER NEOs | | 2026 | Sridhar Ramaswamy | | Brian Robins, Christian Kleinerman, Vivek Raghunathan, Michael Gannon, and Michael P. Scarpelli | | 2025 | Sridhar Ramaswamy | Frank Slootman | Michael P. Scarpelli, Christian Kleinerman, Vivek Raghunathan, Christopher W. Degnan, and Grzegorz Czajkowski | | 2024 | | Frank Slootman | Michael P. Scarpelli, Christopher W. Degnan, Christian Kleinerman, and Grzegorz Czajkowski | | 2023 | | Frank Slootman | Michael P. Scarpelli, Benoit Dageville, and Christopher W. Degnan | | 2022 | | Frank Slootman | Michael P. Scarpelli, Benoit Dageville, and Christopher W. Degnan |

  121. PAY VERSUS PERFORMANCE

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  122. PAY VERSUS PERFORMANCE

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  123. PAY VERSUS PERFORMANCE

    (2)The dollar amounts represent the amount of “compensation actually paid” (CAP) to each of Mr. Ramaswamy and Mr. Slootman and the average CAP to the other NEOs for the applicable fiscal year, as computed in accordance with Item 402(v). As noted above, the dollar amounts do not reflect the actual amounts of compensation earned, paid, or realized during the applicable fiscal year. In accordance with Item 402(v), the following adjustments were made to total compensation reported in our Summary Compensation Table to determine the CAP for Fiscal Year 2026:

  124. PAY VERSUS PERFORMANCE

    | | FISCAL YEAR 2026 | | | | CEO ($) | AVERAGE FOR OTHER NEOs ($) | | Summary Compensation Table Total | 22,310,492 | 22,308,574 | | ADJUSTMENTS: | | | | Deduction for the amounts reported under the “Stock Awards” column of the Summary Compensation Table(a) | (20,787,461) | (21,222,836) | | Item 402(v) Equity Award Adjustments(b): | | | | Fair value of equity awards as of the end of the covered fiscal year granted in the covered fiscal year that were outstanding and unvested at covered fiscal year end | 26,155,942 | 22,289,917 | | Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that were outstanding and unvested at covered fiscal year end | (3,807,643) | 699,235 | | Fair value as of vesting date of equity awards granted and vested in the covered fiscal year | 1,749,901 | 3,285,140 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year | 2,478,808 | 742,454 | | Fair value at prior fiscal year end of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year | — | — | | Compensation Actually Paid | 28,100,039 | 28,102,484 |

  125. PAY VERSUS PERFORMANCE

    (a)Reflects the aggregate grant date fair value of our CEO’s equity awards, and the average aggregate grant date fair value of our other NEOs’ equity awards, granted in the covered fiscal year as reported in the “Stock Awards” column of the Summary Compensation Table, calculated in accordance with Topic 718. Because we do not sponsor or maintain any defined benefit pension plans, no deductions related to pension value were made.

  126. PAY VERSUS PERFORMANCE

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  127. PAY VERSUS PERFORMANCE

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  128. PAY VERSUS PERFORMANCE

    (b)Item 402(v) equity award adjustments reflect the aggregate of the following (as applicable): (i) the fiscal year-end fair value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such fiscal year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that were granted and vested in the same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vested in the covered fiscal year, the amount equal to the change in fair value as of the vesting date compared to the fair value at the end of the prior fiscal year; and (v) the subtraction of the prior year-end fair value of any awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year. Equity fair values are calculated in accordance with Topic 718. The valuation assumptions used to calculate these fair values were updated as of each applicable measurement date and differ from those disclosed in our audited consolidated financial statements as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date did not materially differ from the disclosure in our audited consolidated financial statements for the period in which the grant was made. The following table summarizes the ranges of assumptions used in estimating the fair values of stock options as of each applicable measurement date:

  129. PAY VERSUS PERFORMANCE

    | | FISCAL YEAR 2026 | | Expected term (in years) | 1.9 - 4.6 | | Expected volatility | 48.1% - 56.5% | | Risk-free interest rate | 3.4% - 4.2% | | Expected dividend yield | —% |

  130. PAY VERSUS PERFORMANCE

    In addition, for the stock option granted in Fiscal 2025 to Mr. Ramaswamy in connection with his appointment as CEO, the shares to be issued upon exercise are subject to a minimum holding period requirement. We applied a discount for lack of marketability, ranging from 6.9% to 9.0%, to the fair value of the stock option as of each applicable measurement date. (3)Represents the total stockholder return (TSR) of a $100 investment in our stock as of the last trading day of our fiscal year ended January 31, 2021, valued again on each of January 31, 2022, 2023, 2024, 2025, and 2026, assuming the reinvestment of gross dividends. (4)Represents the TSR of the S&P 500 Information Technology Index based on a $100 investment as of the last trading day of our fiscal year ended January 31, 2021, valued again on each of January 31, 2022, 2023, 2024, 2025, and 2026, assuming the reinvestment of gross dividends. (5)Represents net income (loss) as reported in our audited consolidated financial statements. (6)We have identified product revenue as the most important financial performance measure used to link CAP to the current and former CEOs and other NEOs to our performance, as this measure is one of our key business metrics and is used to determine executive compensation, including as the key metric that determines funding under our Cash Incentive Bonus Plan.

  131. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As required by SEC rules, we are providing in this section a graphic analysis showing a comparison of the CAP to our NEOs and the other metrics presented in the Pay Versus Performance table: total stockholder return, net income (loss), and product revenue. The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, our cumulative total stockholder return, and the cumulative total stockholder return of our peer group for each of the periods presented in the Pay Versus Performance table. The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, and our annual net income (loss) for each of the periods presented in the Pay Versus Performance table.

  132. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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  133. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  134. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, and our annual product revenue for each of the periods presented in the Pay Versus Performance table. All of the information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of Snowflake under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent Snowflake specifically incorporates such information by reference.

  135. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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