DEF 14A of Samsara Inc., May 29, 2024

DEF 14A of Samsara Inc.

Filed May 29, 2024 · FY20240001642896-24-000034

Open on EDGAR

  1. TABLE OF CONTENTS

    | PAY VERSUS PERFORMANCE | 46 | | Tabular List of Performance Measures | 48 | | Description of Relationships Between Compensation Actually Paid and Performance | 48 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 54 | | Aircraft Agreement | 54 | | Investors’ Rights Agreement | 54 | | Limitation of Liability and Indemnification of Officers and Directors | 54 | | Policies and Procedures for Related Person Transactions | 55 | | OTHER MATTERS | 56 | | Delinquent Section 16(a) Reports | 56 | | Stockholder Proposals or Director Nominations for Fiscal Year 2026 Annual Meeting | 56 | | Availability of Bylaws | 57 | | Fiscal Year 2024 Annual Report and SEC Filings | 57 | | APPENDIX A | 58 |

  2. Our Board of Directors

    Our Board of Directors Our Board of Directors currently consists of nine directors, seven of whom are independent under the listing standards of the New York Stock Exchange (“NYSE”). At each annual meeting of stockholders, directors will be elected for a one-year term and until their successors are duly elected and qualified. After our fiscal year 2025 annual meeting, our Board of Directors will consist of eight directors. The following table sets forth the names, ages, and certain other information for each of our directors and director nominees, as of May 17, 2024:

  3. Our Board of Directors

    | Name | Age | Position(s) | Director Since | | Sanjit Biswas | 42 | Co-Founder, Chief Executive Officer and Chair | 2015 | | John Bicket | 44 | Co-Founder, Executive Vice President, Chief Technology Officer and Director | 2015 | | Marc Andreessen | 52 | Director | 2015 | | Todd Bluedorn(1) (2) | 61 | Director | 2023 | | Sue Bostrom(1) | 63 | Director | 2021 | | Jonathan Chadwick(3) | 58 | Lead Independent Director | 2020 | | Ann Livermore(1) (3) | 65 | Director | 2021 | | Hemant Taneja(2) (4) | 49 | Director | 2017 | | Sue Wagner(2) (3) | 62 | Director | 2020 |

  4. Our Board of Directors

    _________________________ (1)Member of compensation committee (2)Member of nominating and corporate governance committee (3)Member of audit committee (4)Mr. Taneja’s current term will expire at the fiscal year 2025 annual meeting. We extend our sincere thanks to Mr. Taneja for his distinguished service on our Board of Directors since before our initial public offering, which occurred in December 2021 (“IPO”). We are deeply grateful for his expertise and dedication to our Board of Directors. Our Board of Directors is composed of a diverse group of individuals with a variety of backgrounds, experience and skills relevant to our company. The composition of our Board of Directors provides a broad range of perspectives and enhances our ability to execute on our company strategy. The following chart reflects the range of skills and experience possessed by our Board of Directors as well as their individual diversity characteristics.

  5. Our Board of Directors

    | Skill | Sanjit Biswas | John Bicket | Marc Andreessen | Todd Bluedorn | Sue Bostrom | Jonathan Chadwick | Ann Livermore | Hemant Taneja | Sue Wagner | | Core | | | | | | | | | | | Public Company Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Corporate Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Strategic | | | | | | | | | | | Technology and Innovation | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Global Business and Operations | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Marketing and Brand Building | ✔ | ✔ | | ✔ | ✔ | | ✔ | | ✔ | | Human Capital Management | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | ✔ | | DIVERSITY | | | | | | | | | | | Gender | Male | Male | Male | Male | Female | Male | Female | Male | Female | | Race/Ethnicity | Asian | White | White | White | White | White | White | Asian | White |

  6. Nominees for Director

    Nominees for Director Sanjit Biswas. Mr. Biswas has served as our Chief Executive Officer and as the Chairman of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the Chief Executive Officer and co-founder of Meraki, an information technology company, from April 2006 to December 2012. He served as Vice President and General Manager at Cisco Systems, a technology company, from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Biswas holds a B.S. in Computer Systems Engineering from Stanford University and an S.M. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology. We believe Mr. Biswas is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his prior business experience. John Bicket. Mr. Bicket has served as our Chief Technology Officer and as a member of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the CTO and co-founder of Meraki from April 2006 to December 2012. He served as Vice President of Engineering at Cisco Systems from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Bicket holds a B.S. in Computer Science from Cornell University and an S.M. in Computer Science from the Massachusetts Institute of Technology. We believe Mr. Bicket is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Technology Officer and as one of our co-founders, as well as his prior business experience. Marc Andreessen. Mr. Andreessen has served as a member of our Board of Directors since May 2015. He is a co-founder and has been a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. Previously, Mr. Andreessen co-founded and served as the Chairman of the board of directors of Opsware, Inc. (formerly known as Loudcloud Inc.), a software company. He also served as Chief Technology Officer of America Online, Inc., an Internet services company. Mr. Andreessen was a co-founder of Netscape Communications Corporation, a software company, and served in various positions, including Chief Technology Officer and Executive Vice President of Products. Mr. Andreessen previously served as a member of the boards of directors of eBay Inc., an e-commerce company, Hewlett-Packard Company, a software and hardware provider, and Hewlett Packard Enterprise Company, a technology solutions provider. Mr. Andreessen currently sits on the boards of directors of Meta Platforms, Inc., a technology company, Coinbase Global, Inc., a cryptocurrency exchange platform, and several private companies. Mr. Andreessen holds a B.S. in computer science from the University of Illinois Urbana-Champaign. We believe that Mr. Andreessen is qualified to serve as a member of our Board of Directors due to his extensive leadership and business experience as an Internet entrepreneur, venture capitalist, and technologist, as well as his service on other boards of directors of various public companies. Todd Bluedorn. Mr. Bluedorn has served as a member of our Board of Directors since August 2023. He has most recently served as Vice Chair of Madison Industries, a privately-held industrial company, from 2022 to 2023. Prior to Madison Industries, he served as Chief Executive Officer of Lennox International, a climate control solutions provider, from 2007 to 2022, and as Chairman of the board of Lennox International from 2012 to 2022. Prior to that, Mr. Bluedorn held several senior management positions at United Technologies Corporation, including leading Otis Elevator — North & South America, an elevator manufacturer and maintainer. He also served on the board of directors of Eaton Corporation from 2010 to 2020. He currently sits on the board of directors of Texas Instruments, a global semiconductor company. Mr. Bluedorn holds a B.S. in Electrical Engineering from The United States Military Academy at West Point and an M.B.A from Harvard Business School. We believe that Mr. Bluedorn is qualified to serve as a member of our Board of Directors due to his leadership and business experience in the industrial sector and his service in several senior management positions. Sue Bostrom. Ms. Bostrom has served as a member of our Board of Directors since March 2021. She previously served in various roles at Cisco Systems from 1997 to January 2011, most recently serving as Executive Vice President, Chief Marketing Officer, Worldwide Government Affairs. Ms. Bostrom currently serves on the boards of directors of GitLab Inc., a global software company, and ServiceNow, Inc., a cloud computing company, as well as the boards of directors of several private companies and non-profit organizations. Ms. Bostrom previously served as a member of the board of directors of Anaplan, Inc., a software company, from September 2017 until June 2022, Nutanix, a cloud computing company, from October 2017 until March 2022, Cadence Design Systems, Inc., a computational software company, from February 2011 until May 2021, Varian Medical Systems, Inc., a manufacturer of medical devices and software, from February 2005 until February 2019, Rocket Fuel Inc., an artificial intelligence media buying company, from February 2013 until its acquisition by Sizmek, Inc. in September 2017, and Marketo, Inc., a provider of software-as-a-service marketing automation solutions, from May 2012 until its acquisition by Vista Equity Partners in August 2016. Ms. Bostrom holds a B.S. in Business from the University of Illinois and an M.B.A. from the Stanford Graduate School of Business. We believe Ms. Bostrom is qualified to serve as a member of our Board of Directors due to her extensive experience and leadership roles in the technology industry and her service on the boards of directors of various public companies. Jonathan Chadwick. Mr. Chadwick has served as a member of our Board of Directors since August 2020. Since April 2016, he has been a private investor. From November 2012 to April 2016, Mr. Chadwick served as Chief Financial Officer, Chief Operating Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company. He previously served as the Chief Financial Officer of Skype Communication S.a.r.l., a voice over IP (VoIP) service company, and as a Corporate Vice President of Microsoft Corporation, a technology company, after its acquisition of Skype Communication S.a.r.l. Mr. Chadwick previously served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. Before that, Mr. Chadwick served in various executive roles at Cisco Systems. Mr. Chadwick also worked for Coopers & Lybrand (now PricewaterhouseCoopers), an accounting firm, in various roles in the United States and United Kingdom. He currently serves on the boards of directors of ServiceNow, Inc., a cloud computing company, Zoom Video Communications, Inc., a provider of remote conferencing services, Confluent, Inc., a data infrastructure company, and various private companies. He previously served on the board of directors of Elastic N.V., a search and data analysis company, Cognizant Technology Solutions Corporation, an IT business services provider, and F5 Networks, Inc., an application networking delivery company. Mr. Chadwick qualified as a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath. We believe Mr. Chadwick is qualified to serve as a member of our Board of Directors due to his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies.

  7. Nominees for Director

    Ann Livermore. Ms. Livermore has served as a member of our Board of Directors since June 2021. She previously served in various management and leadership roles at Hewlett-Packard Company from 1982 to October 2011, most recently serving as Executive Vice President. Ms. Livermore currently serves on the boards of directors of Qualcomm Incorporated, a wireless technology company, and Hewlett Packard Enterprise Company, as well as several boards of directors of private companies. Ms. Livermore previously served as a member of the board of directors of Hewlett-Packard Company from June 2011 until November 2015 and United Parcel Service, Inc., a shipping and supply chain management company, from November 1997 until May 2023. Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from the Stanford Graduate School of Business. We believe Ms. Livermore is qualified to serve as a member of our Board of Directors due to her extensive experience and leadership roles in the technology industry and her service on the boards of directors of various public companies. Sue Wagner. Ms. Wagner has served as a member of our Board of Directors since November 2020. She is a co-founder of BlackRock, Inc., an asset management company, and held various roles there from its founding until her retirement in July 2012. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Vice Chairman, Chief Operating Officer, Head of Corporate Strategy, a member of the Global Executive Committee and Global Operating Committee, and led the alternative investments and international client businesses. She currently serves on the boards of directors of BlackRock, Apple Inc., an electronics and software company, and Color Health, a private health technology company. Ms. Wagner previously served as a member of the board of directors of Swiss Re Ltd., an insurance and reinsurance company, from April 2014 to April 2023. Ms. Wagner holds a B.A. in English and Economics from Wellesley College and an M.B.A. in Finance from the University of Chicago. We believe Ms. Wagner is qualified to serve as a member of our Board of Directors due to her operational experience, including her service as chief operating officer of a large multinational public company, her extensive financial expertise and experience in the financial services industry, and her global business perspective from her service on other boards.

  8. Considerations in Evaluating Directors and Director Nominees

    Considerations in Evaluating Directors and Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and its respective committees and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our Board of Directors and skills that are complementary to our Board of Directors, an understanding of our business, an understanding of the responsibilities that are required of a member of our Board of Directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board of Directors. Although our Board of Directors does not maintain a specific policy with respect to Board diversity, our Board of Directors believes that the Board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. During fiscal year 2024, our nominating and corporate governance committee utilized the services of Heidrick & Struggles to assist in the identification and selection of a potential director, including with respect to Mr. Bluedorn, to join our Board of Directors. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our Board of Directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board. Our nominating and corporate governance committee also oversees the annual self-evaluation process for our Board of Directors and its committees, including conducting surveys of director observations and suggestions on the effectiveness of the Board. The nominating and corporate governance committee is responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as making recommendations to the Board regarding any changes they may deem appropriate based on insights collected through the evaluation process. We utilize the results of the evaluation process to analyze the effectiveness of our current Board composition, structure, and processes and to determine the critical skills and characteristics required of prospective candidates for election to our Board.

  9. Director Compensation

    Director Compensation We have an outside director compensation policy for our non-employee directors, which we most recently updated in May 2023. The current outside director compensation policy was developed with input from our independent compensation consultant, Compensia, Inc. (“Compensia”) regarding practices and compensation levels of similarly situated companies and is intended to attract, retain, and reward non-employee directors. Under our outside director compensation policy, non-employee directors are entitled to receive compensation in the form of cash and equity, as described below. •$35,000 retainer per year for each non-employee director; •$35,000 retainer per year for the non-executive chair of the Board of Directors (if appointed); •$19,800 retainer for the lead independent director; •$23,000 retainer per year for the chair of the audit committee or $10,000 retainer per year for each other member of the audit committee; •$15,000 retainer per year for the chair of the compensation committee or $7,500 retainer per year for each other member of the compensation committee; and •$10,000 retainer per year for the chair of the nominating and corporate governance committee or $4,300 retainer per year for each other member of the nominating and corporate governance committee. Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears on a prorated basis. Each person who first becomes a non-employee director under the outside director compensation policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value equal to $400,000, rounded to the nearest whole share. Each initial award will vest as to 1/3rd of the underlying shares on the first quarterly vesting date following the date the individual became a non-employee director, and as to 1/3rd of the underlying shares on each of the next two anniversaries thereafter, subject to continued service through each relevant vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each of our annual stockholder meetings, except as noted below, each non-employee director who is continuing as a director following our annual stockholder meeting automatically will be granted an award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value of $200,000, rounded to the nearest whole share. Each annual award will vest on the earlier of the first anniversary of the award’s grant date or the day before the annual stockholder meeting following the date the annual award was granted, in each case subject to continued service through the relevant vesting date. In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our outside director compensation policy) will fully vest and become immediately exercisable (if applicable), unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. Under our outside director compensation policy, in any fiscal year, no non-employee director may be paid, issued or granted cash compensation and equity awards following the effective date of our outside director compensation policy with a total value of greater than $750,000, with the value of an equity award based on its grant-date fair value for purposes of this limit. Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward this limit. The maximum annual limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. Our outside director compensation policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our Board of Directors and committees thereof. Our non-employee directors will remain eligible to receive equity awards and cash or other compensation outside of the outside director compensation policy, as may be provided from time to time at the discretion of our Board of Directors.

  10. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors for the fiscal year ended February 3, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2024, Mr. Biswas and Mr. Bicket were employees and executive officers of the company and therefore did not receive compensation as directors. See “Executive Compensation” for additional information regarding Mr. Biswas’ and Mr. Bicket’s compensation.

  11. Director Compensation for Fiscal Year 2024

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Marc Andreessen (2) | — | — | — | — | — | | Todd Bluedorn (3) | 22,757 | 400,002 | — | — | 422,759 | | Sue Bostrom | 48,750 | 199,992 | — | — | 248,742 | | Jonathan Chadwick (4) | 78,453 | 199,992 | — | — | 278,445 | | Ann Livermore | 51,250 | 199,992 | — | — | 251,242 | | Hemant Taneja (2) | — | — | — | — | — | | Sue Wagner | 53,250 | 199,992 | — | — | 253,242 |

  12. Director Compensation for Fiscal Year 2024

    _________________________ (1)The dollar value of the restricted stock unit, or RSU, awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. On June 29, 2023, each non-employee director, other than Mr. Andreessen, Mr. Bluedorn and Mr. Taneja, received an annual grant of 7,233 RSUs with a grant-date fair value of $27.65 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy. On August 4, 2023, Mr. Bluedorn received an initial grant in connection with his appointment to our Board of Directors of 15,468 RSUs with a grant-date fair value of $25.86 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy. (2)Mr. Andreessen and Mr. Taneja declined all compensation, including equity awards, for their service on our Board of Directors for the fiscal year ended February 3, 2024. (3)Board and committee fees for Mr. Bluedorn are prorated to reflect his appointment to our Board of Directors and to the compensation committee and the nominating and corporate governance committee, effective August 4, 2023. (4)Committee fees for Mr. Chadwick are prorated to reflect his transition off of the compensation committee, effective August 4, 2023, in connection with Mr. Bluedorn’s appointment. The following table lists all outstanding equity awards held by non-employee directors as of February 3, 2024:

  13. Director Compensation for Fiscal Year 2024

    | Name | Aggregate Number of Shares Underlying Outstanding Stock Awards | | Marc Andreessen (1) | — | | Todd Bluedorn | 10,313 | | Sue Bostrom | 82,233 | | Jonathan Chadwick | 98,780 | | Ann Livermore | 82,235 | | Hemant Taneja (1) | — | | Sue Wagner | 102,340 |

  14. Director Compensation for Fiscal Year 2024

    (1)Mr. Andreessen and Mr. Taneja declined all compensation, including equity awards, for their service on our Board of Directors for the fiscal year ended February 3, 2024.

  15. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of nine directors. Mr. Taneja’s current term will expire at the fiscal year 2025 annual meeting. As such, at the fiscal year 2025 annual meeting, our Board will consist of eight directors, each of whom will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. We extend our sincere thanks to Mr. Taneja for his distinguished service on our Board since before our IPO. We are deeply grateful for his expertise and dedication to our Board.

  16. Executive Summary

    _________________________ (1)Annual Recurring Revenue is the annualized value of subscription contracts that have commenced revenue recognition as of the measurement date. (2)We previously defined “Core Customers” as customers representing over $5,000 in ARR. To reflect the increasing mix of ARR from larger customers and to align with our investments for future growth, we have updated our definition of “Core Customer” to represent customers with $10,000 or more in ARR. Under our prior definition, as of February 3, 2024, we had over 24,000 customers with over $5,000 in ARR, and approximately 97% of our total ARR came from customers with over $5,000 in ARR. (3)We define achieving Rule of 40 as reaching a sum of year-over-year revenue growth rate and adjusted free cash flow margin, each for the reporting period, of at least 40%. FY 2024 Executive Compensation Highlights Our FY 2024 executive compensation program was designed to be consistent with our executive compensation philosophy and had the following features: •Continued Use of Minimal Base Salary for our CEO and CTO. We continued paying our co-founders, Mr. Biswas and Mr. Bicket, minimal base salaries of $50,000 each in FY 2024. •Limited Merit Base Salary Increases for Select Named Executive Officers other than our CEO and CTO. We made limited merit-based salary increases of approximately 2% for Mr. Phillips, 3% for Mr. McCall and 3% for Mr. Eltoukhy, respectively. We kept Mr. Sekar’s base salary consistent with his salary in fiscal year 2023 (“FY 2023”). •No Changes to Most Non-Equity Incentive Plan Target Percentages. For our FY 2024 non-equity incentive compensation plan for our executives (the “Executive Non-Equity Incentive Plan”), we made no changes to the target amounts for our named executive officers other than Mr. Eltoukhy, whose target percentage increased from 40% to 50% for FY 2024 in connection with his promotion to Chief Legal Officer at the end of FY 2023. •Annual Executive Non-Equity Incentive Plan Based Solely on Pre-Established Corporate Performance Objectives. Our Executive Non-Equity Incentive Plan was established to reward achievement of our annual performance targets, with payouts made each quarter based on the achievement of quarterly targets for the first, second, and third quarters of FY 2024 and a final payout made at fiscal year end based on the achievement of annual targets for full year FY 2024. To emphasize achievement of our annual objectives, the maximum payout for each of the first three quarters of FY 2024 was capped at 100% of the target payout for that quarter, with the final year-end payout to reflect a potential true-up for above-target performance achieved in the first three quarters in the event that we achieved in excess of 100% of our annual performance targets. This true-up mechanism balances our desire to incentivize incremental performance throughout the year while emphasizing – and only providing for above-target payouts based on – achievement of our annual performance targets. For our Executive Non-Equity Incentive Plan, our compensation committee approved an annual total payout result for FY 2024 of 111.9% of target. •Continued Use of Restricted Stock Units to Align Executive and Stockholder Interests. We continued to grant the vast majority of our named executive officers’ total direct compensation in the form of restricted stock units, or RSUs, to align executives’ interests with our stockholders, to foster an ownership mentality, and encourage executives to remain with our company and build value over the long term. Say-on-Pay Results This year, we are conducting our first “say-on-pay” vote. We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our compensation committee will consider the outcome of our say-on-pay vote, as well as feedback received throughout the year, when making future compensation decisions for our named executive officers. Mix of Pay Compensation for our named executive officers is intended to be competitive with our compensation peer group and reward executives when performance exceeds expectations and value is created for our stockholders. To create meaningful alignment between our executives and our stockholders, we allocate the majority of the total target compensation paid to our named executive officers to “at-risk” compensation that is tied to defined performance targets and/or continued service. For FY 2024, the annual pay mix for our CEO and our other named executive officers consisted of base salary, non-equity incentive awards and time-based restricted stock units (excluding Mr. Sekar’s one-time promotion award), with “at-risk” compensation representing nearly all of our CEO’s overall pay at target and representing approximately 96% of our named executive officers’ overall pay at target.

  17. Our Compensation Philosophy

    Our Compensation Philosophy Our executive compensation philosophy is shaped by our strong belief that competitiveness, management longevity, long-term ownership and strong performance orientation are key drivers to our success and to creating value for our stockholders. The objective of our executive compensation program is to attract, retain and incentivize highly talented individuals that embody our mission to increase the safety, efficiency and sustainability of the operations that power the global economy. We do this by designing programs that directly link executive compensation to executive team performance, overall company performance and the interests of our stockholders, particularly through focusing our compensation philosophy and program primarily on the long-term elements of target total compensation. We use the following principles to accomplish our philosophy: •Competitiveness: The importance of attracting and retaining critical talent is paramount to our success. We operate in a highly competitive talent market and our pay programs are designed to be competitive to attract and retain a highly talented executive team that supports our trajectory. We aim for the total target compensation of our named executive officers (including base salary, non-equity incentive awards and annual equity awards) to be competitive with our peer group. Our non-equity incentive plan also pays quarterly and rewards exceptional company performance against predetermined targets. •Management Longevity: We believe that management longevity is a key driver of long-term value creation. Our executive compensation program is designed to retain our executives through annual equity awards that have a multi-year vesting period. In FY 2024, we made routine annual equity grants to our named executive officers that vest over three years, and the value realized from those grants is dependent on the value of our stock price when the grants vest, enhancing the link between the interests of our executives and our stockholders. •Long-Term Ownership: We strive to align the interests of our named executive officers with those of our stockholders and ask our executives to focus on long-term value creation for the company. In line with this philosophy, we heavily weight our total pay package towards long-term equity incentives so that our executive team acts with an ownership mentality, focused on the long-term success of the company. •Strong Performance Orientation: We have a high standard for company performance. We provide executives the opportunity to earn annual non-equity incentive awards through the achievement of business objectives that benefit stockholders, and the value realized from equity awards is dependent on our stock price performance over time.

  18. Executive Compensation Practices

    | | What We Do | | What We Don’t Do | | ✔ | A significant portion of compensation for named executive officers is at-risk and based on our stock performance or pre-established corporate objectives | ✘ | No guaranteed bonuses | | ✔ | Annually review our named executive officer compensation against competitive market data | ✘ | No excessive perquisites | | ✔ | Maintain a compensation committee comprised of 100% independent directors | ✘ | No pension plans or supplemental retirement plans | | ✔ | Maintain an executive compensation clawback policy | ✘ | No pledging of our stock by directors or executive officers | | ✔ | Retain an independent compensation advisor who advises the compensation committee and provides no other services to the company | ✘ | No short sales, hedging or margin accounts | | ✔ | Provide double-trigger change in control arrangements | ✘ | No excise tax gross-ups upon a change in control | | ✔ | Assess the risk-reward balance of our compensation programs to mitigate undue risks | | |

  19. Our Compensation-Setting Process

    Our Compensation-Setting Process Role of Management and the Compensation Committee Our compensation-setting process is collaborative. Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. In addition, our compensation committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer, and the compensation of our non-employee directors. Our compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers, other than himself, as well as recommendations from other independent Board members and our management team and the committee’s independent compensation consultant, Compensia, as discussed below. Each of these contributors provides valuable input and perspectives that are used to make executive compensation decisions. We believe this approach allows us to leverage the diverse experience and expertise of these groups for setting compensation levels, and identifying metrics to use and how value should be delivered to executive officers when performance expectations are met or exceeded. Use of Independent Compensation Consultant During the fiscal year ended February 3, 2024, our compensation committee, on behalf of our Board of Directors, retained Compensia to provide it with market information, analysis, and other advice relating to executive officer and non-executive director compensation on an ongoing basis, as well as equity plan design and strategy. Compensia does not provide any services to us other than the consulting services to our compensation committee. Our compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management, including such factors as were deemed relevant under the circumstances, and has determined that no conflict of interest was raised as a result of the work performed by Compensia and that Compensia is independent pursuant to SEC and NYSE rules. Overview of Factors Considered in Setting Executive Compensation Our compensation committee assesses the competitiveness of each element of the executive officers’ total direct compensation against the compensation peer group, as discussed below, as well as taking into account Radford survey data. This assessment is one factor that our compensation committee considers when it sets pay levels for our executive officers. We believe market data is a helpful reference to assess the competitiveness and appropriateness of our executive compensation program and our goals of attracting and retaining qualified executive officers. When making its compensation decisions, our compensation committee applies its own business judgment and experience and also considers a number of other factors, including: company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, executive team performance, and internal pay equity considerations. FY 2024 Peer Group In August 2022, our compensation committee approved a peer group for use in making FY 2024 compensation decisions. The compensation committee used the following criteria in determining the appropriate peers: •Industry/Sector – Our compensation committee considered companies in the application software industry, the internet services and infrastructure industry and the systems software industry, among other industries and sectors; •Revenue – Our compensation committee considered companies whose revenue was between approximately 0.30x – 3.0x Samsara’s fourth quarter revenue in fiscal year 2022; •Market Capitalization – Our compensation committee considered companies whose market capitalization was between approximately 0.25x – 4.0x Samsara’s 30-day average market capitalization at the time of the peer group approval; and •M&A Activity – Our compensation committee eliminated any companies from the FY 2023 peer group that underwent mergers or acquisitions since approval of the FY 2023 peer group. Based on these criteria and considerations, our peer group for FY 2024, referred to as our FY 2024 peer group, as approved by our compensation committee, consisted of the following companies:

  20. Our Compensation-Setting Process

    | FY 2024 Peer Group | | | | Asana, Inc. | Elastic N.V. | Procore Technologies, Inc. | | Bill.com Holdings, Inc. | Five9, Inc. | Smartsheet Inc. | | Cloudflare, Inc. | GitLab Inc. | Toast, Inc. | | Confluent, Inc. | HashiCorp, Inc. | UiPath, Inc. | | Coupa Software Incorporated | HubSpot, Inc. | Unity Software Inc. | | DocuSign, Inc. | MongoDB, Inc. | ZoomInfo Technologies Inc. | | Dynatrace, Inc. | Okta, Inc. | Zscaler, Inc. |

  21. Our Compensation-Setting Process

    FY 2025 Peer Group In November 2023, our compensation committee reassessed the composition of our peer group using the same criteria as for FY 2024 and approved a new peer group for use in making compensation decisions for fiscal year 2025 (“FY 2025”). Based on these criteria and considerations, our peer group for FY 2025, referred to as our FY 2025 peer group, as approved by our compensation committee, consisted of the following companies:

  22. Our Compensation-Setting Process

    | FY 2025 Peer Group | | | | Bill.com Holdings, Inc. | Elastic N.V. | Snowflake Inc. | | Cloudflare, Inc. | GitLab Inc. | Toast, Inc. | | Confluent, Inc. | HubSpot, Inc. | UiPath, Inc. | | CrowdStrike Holdings, Inc. | MongoDB, Inc. | Unity Software Inc. | | Datadog, Inc. | Okta, Inc. | Veeva Systems Inc. | | DocuSign, Inc. | Palantir Technologies Inc. | ZoomInfo Technologies Inc. | | Dynatrace, Inc. | Procore Technologies, Inc. | Zscaler, Inc. |

  23. Elements of Executive Pay and FY 2024 Compensation

    | Executive | Non-Equity Incentive Compensation as Percentage of Base Salary | Target Non-Equity Incentive Compensation as Dollar Amount | | Sanjit Biswas | 100% | $50,000 | | Dominic Phillips | 70% | $297,024 | | Andy McCall | 100% | $409,940 | | John Bicket | 100% | $50,000 | | Adam Eltoukhy | 50% | $175,100 | | Kiren Sekar | 50% | $187,500 | | Lara Caimi | 100% | $500,000 |

  24. Elements of Executive Pay and FY 2024 Compensation

    | Performance Level | Payout | | 115% | 150% | | 110% | 133% | | 105% | 117% | | 100% | 100% | | 95% | 83% | | 90% | 67% | | 85% | 50% | | <85% | 0% |

  25. Elements of Executive Pay and FY 2024 Compensation

    | Executive | Executive Non-Equity Incentive Plan Compensation | | Sanjit Biswas | $55,950 | | Dominic Phillips | $332,370 | | Andy McCall (1) | $204,970 | | John Bicket | $55,950 | | Adam Eltoukhy | $195,937 | | Kiren Sekar | $209,813 | | Lara Caimi (2) | $377,022 |

  26. Elements of Executive Pay and FY 2024 Compensation

    _________________________ (1)The payout provided to Mr. McCall was prorated for FY 2024 based on his employment as Executive Vice President and Chief Revenue Officer through July 30, 2023, at which time he transitioned to an advisor role through the end of FY 2024. (2)The payout provided to Ms. Caimi was prorated for FY 2024 based on her May 30, 2023 start date. Equity Compensation Our equity award program is the primary vehicle used to differentiate compensation among and for offering long-term incentives to our named executive officers. We believe that equity awards align the interests of our named executive officers with our stockholders, provide our named executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards support our belief in management longevity because they create retentive hold. Generally, we intend to grant annual equity awards that are sized to be competitive, transparent and reflect the performance, contribution, and criticality of each named executive officer’s role in our company. For FY 2024, our compensation committee set the terms and conditions of our CEO and Executive Vice Presidents’ equity incentive compensation to be competitive with the total target compensation of our FY 2024 peer group, with certain adjustments made based on the market, executive performance and the current unvested equity holdings of each executive. In FY 2024, we also shifted our standard equity vesting schedule from four to three years, and proportionately reduced the associated annual target, in order to better suit our compensation needs. These changes help us manage equity dilution while still offering a meaningful opportunity for reward predicated on creating long-term stockholder value. On March 1, 2023, we granted restricted stock units to our named executive officers in accordance with our 2021 Equity Incentive Plan. The awards vest over a period of approximately three years in 12 quarterly installments, with the first quarterly vest event on June 15, 2023. Each of Mr. Bicket and Mr. Sekar received an award with the back-weighted vesting schedule described below because the compensation committee determined that this vesting schedule was appropriate given that, at the time of the grant, each individual had a high current unvested share holding and a lower long-term unvested share holding. We believe this straightforward approach to equity compensation closely aligns the interests of our executives and our stockholders and incentivizes executives to focus on long-term value creation. The number of shares of our common stock covered by each RSU award granted to our named executive officers in FY 2024 as well as the grant-date fair values of those awards are as set forth in the chart below. To calculate the number of RSUs granted, the proposed grant value was divided by the 20-day trailing average closing stock price of Samsara shares as of February 15, 2023, which was $14.30. The column titled “Grant-Date Fair Value” represents the fair value of the grants calculated as of the grant date, March 1, 2023, in accordance with ASC Topic 718.

  27. Elements of Executive Pay and FY 2024 Compensation

    | Executive | Grant-Date Fair Value | Number of RSUs | | Sanjit Biswas (1) | $18,248,949 | 1,118,881 | | Dominic Phillips (1) | $6,843,350 | 419,580 | | Andy McCall (1) | $5,132,512 | 314,685 | | John Bicket (2) | $2,851,396 | 174,825 | | Adam Eltoukhy (1) | $5,702,792 | 349,650 | | Kiren Sekar (2) | $2,851,396 | 174,825 |

  28. Elements of Executive Pay and FY 2024 Compensation

    _________________________ (1)This award vests in 12 equal quarterly installments, with the first quarterly vest event on June 15, 2023, subject to continued service. (2)This award vests in 12 quarterly installments, with the first quarterly vest event on June 15, 2023, subject to continued service. The vesting schedule for this award is as follows: 5% of the shares subject to the award vest on each of the first four quarterly vesting dates, 7.5% of the shares subject to the award vest on each of the next four quarterly vesting dates, and 12.5% of the shares subject to the award vest on each of the final four quarterly vesting dates, subject to continued service. On May 31, 2023, in connection with the new hire of Ms. Caimi to President of Worldwide Field Operations and upon the recommendation of the compensation committee, our Board of Directors approved a new hire grant for Ms. Caimi of 1,181,911 restricted stock units, which vest in 16 equal quarterly installments, with the first quarterly vest event on September 15, 2023, subject to continued service. The grant-date fair value of this award was $22,751,787. In arriving at the value of this grant, the compensation committee, in partnership with Compensia, considered market compensation data for similar executive roles at comparable companies as well as the competitive landscape for executive talent, especially in the technology industry. The committee also took into account the cash and equity-based compensation opportunity that Ms. Caimi was forfeiting from her prior employer in order to determine the value of her new hire grant. This initial equity award was intended to encourage Ms. Caimi to accept our offer of employment and to create a long-term ownership mentality from the outset. On January 31, 2024, in connection with the promotion of Mr. Sekar to Chief Product Officer, and upon the recommendation of the compensation committee, our Board of Directors approved a promotion grant for Mr. Sekar of 530,918 restricted stock units, which vest in 16 equal quarterly installments, with the first quarterly vest event on June 15, 2024, subject to continued service. The grant-date fair value of this award was $16,670,825. In arriving at the value of this grant, the compensation committee, in partnership with Compensia, considered relevant market compensation data for Chief Product Officers at similar companies as well as Mr. Sekar’s additional responsibilities in his new role, past individual performance and criticality to the company. The committee also considered that Mr. Sekar was uniquely positioned to assume the role of Chief Product Officer because of his institutional knowledge and extensive experience at the company, which would also save the company valuable time since Mr. Sekar would not require training or a significant transition period before assuming the role. In addition, the committee took into account the vesting schedule of existing equity awards previously granted to Mr. Sekar, which reflected limited unvested equity holdings after FY 2024 that did not meet our retention and reward objectives given the criticality of his new role. Based on its review of internal objectives and market data, the compensation committee viewed his unvested equity holdings as significantly below an appropriate level for his new role and aimed to address its retention and reward objectives with this four year grant. Given this promotion grant, the compensation committee does not anticipate granting Mr. Sekar any additional equity awards for FY 2025. Additionally, in January 2024, our compensation committee considered our equity award program and determined that, for FY 2025, shifting our standard equity vesting schedule from three to four years solely for the Vice President level and above, and proportionately increasing the associated annual target, would better suit our compensation needs. This shift would also ensure competitiveness when hiring high-level employees and would continue to promote retention among those employees. Benefits Our executive officers are eligible to participate in the same benefits programs offered to all full-time employees. These benefits include health, dental and vision benefits as well as fertility benefits, commuter and wellness reimbursement programs, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. We have established a tax-qualified retirement savings plan under Section 401(k) of the Internal Revenue Code (the “Code”) for all eligible employees, including our executive officers. In FY 2024, we matched contributions made by participants up to a maximum of 4% of an employee’s eligible earnings, subject to certain limits set by the Internal Revenue Service. We intend for the plan to be a qualified retirement plan under the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market and the needs of our employees. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We provide certain parking benefits at our corporate headquarters to our executive officers. Aside from this benefit, we typically do not provide any other perquisites or other personal benefits to our executive officers.

  29. Other Compensation Information

    Other Compensation Information Employment Arrangements We have entered into an employment letter setting forth the terms and conditions of employment for each of our named executive officers. None of the employment letters has a specific term and each provides that the applicable named executive officer is an at-will employee. Executive Compensation Clawback Policy We have adopted an Executive Compensation Clawback Policy, effective as of November 28, 2023, that is compliant with the NYSE listing standards and the SEC rules under the Dodd-Frank Act. Under our Executive Compensation Clawback Policy, our compensation committee, or the independent members of our Board of Directors or another committee of the Board of Directors made up of independent directors, may seek to recover cash or equity compensation, or severance or termination payments, paid to an executive officer or certain other direct reports to our CEO in the three completed fiscal years immediately preceding an accounting restatement as a result of material non-compliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Equity Award Grant Practices We have implemented an equity award grant policy that provides that the terms of equity awards are determined by our Board, compensation committee, or, with respect to employees other than our executive officers and certain other employees, our equity grant committee, which consists of our Chief Financial Officer, Chief Legal Officer and Chief People Officer. We do not have a policy or practice to time equity grants based on the release of material non-public information. Equity awards are typically approved no later than the 22nd of a month and become effective on that date with the grants becoming effective either on the same date as the equity award approval date or on the 22nd day of the immediately following month, depending on the award type. Post-Employment Compensation We maintain an Executive Change in Control and Severance Plan, or our Severance Plan, pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Plan. This Severance Plan was developed with input from our compensation consultant regarding severance practices at comparable companies, and is designed to serve our retention objectives by providing protection to our executives and other key employees so they can maintain continued focus and dedication to their responsibilities to maximize stockholder value, including during potentially uncertain periods. We believe the benefits provided pursuant to the Severance Plan are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to attract and retain talented and experienced executive officers. The Severance Plan generally will be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Severance Plan. Our Board of Directors has designated each of our named executives as a participant under our Severance Plan eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control.” Deductibility of Executive Compensation. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our chief executive officer and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, except to the extent provided in limited transition relief. In approving the amount and form of compensation for our named executive officers, we generally consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. Taxation of Parachute Payments and Deferred Compensation. We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. Accounting for Stock-Based Compensation. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board of Directors, including options to purchase our equity securities and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards. Hedging and Pledging Policies. We maintain an Insider Trading Policy, which, among other things, prohibits short sales, engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. In addition, our named executive officers are prohibited from pledging any of our securities as collateral for a loan and from holding any of our securities in a margin account without prior written approval. Risk Assessment. Each year, our compensation committee reviews the company’s compensation plans to identify potential material adverse risks to the company. Included in the review are all incentive and commission plans and equity plans. In FY 2024, our compensation committee did not find any plans to have material adverse risks that needed to be disclosed.

  30. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal year 2024 and prior years where applicable, as determined under SEC rules.

  31. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Sanjit Biswas (4) Chief Executive Officer | 2024 | 50,561 | — | 18,248,949 | — | 55,950 | 1,533 | 18,356,993 | | | 2023 | 51,522 | — | 10,014,303 | — | 47,601 | 2,120 | 10,115,546 | | | 2022 | 448,295 | — | — | — | 604,463 | 7,263 | 1,060,021 | | Dominic Phillips EVP, Chief Financial Officer | 2024 | 430,487 | — | 6,843,350 | — | 332,370 | 14,067 | 7,620,274 | | | 2023 | 414,688 | — | 4,777,167 | — | 277,222 | 12,792 | 5,481,869 | | | 2022 | 398,485 | — | 5,707,058 | — | 376,110 | 15,964 | 6,497,617 | | Andy McCall (5) Former EVP, Chief Revenue Officer | 2024 | 206,512 | — | 5,132,512 | — | 204,970 | 13,662 | 5,557,656 | | | 2023 | 396,247 | — | 3,821,741 | — | 378,420 | 12,815 | 4,609,223 | | John Bicket (4) EVP, Chief Technology Officer | 2024 | 50,616 | — | 2,851,396 | — | 55,950 | 8,108 | 2,966,070 | | | 2023 | 51,183 | — | 3,045,450 | — | 47,601 | 6,220 | 3,150,454 | | Adam Eltoukhy EVP, Chief Legal Officer and Corporate Secretary | 2024 | 355,293 | — | 5,702,792 | — | 195,937 | 14,047 | 6,268,068 | | | 2023 | 338,941 | — | 2,084,338 | — | 131,886 | 12,831 | 2,567,996 | | | 2022 | 320,663 | — | 3,048,604 | — | 135,564 | 15,454 | 3,520,285 | | Kiren Sekar EVP, Chief Product Officer | 2024 | 380,445 | — | 19,522,221 | — | 209,813 | 19,069 | 20,131,548 | | Lara Caimi (6) EVP, President of Worldwide Field Operations | 2024 | 340,967 | — | 22,751,787 | — | 377,022 | 3,176 | 23,472,951 |

  32. Summary Compensation Table for Fiscal Year 2024

    _________________________ (1)For stock awards granted during fiscal year 2024 and fiscal year 2023 reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. The stock awards granted during fiscal year 2024 and fiscal year 2023 represent RSUs that are subject to a service condition. For stock awards granted during fiscal year 2022 reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class B common stock on the grant date in accordance with FASB ASC Topic 718. The stock awards granted during fiscal year 2022 represent RSUs that are subject to both a service condition and a performance condition. The grant-date fair value of RSUs granted during the fiscal year 2022 reported in the table above assumes achievement of the performance condition as of the grant date. Note that while the grant-date fair value assuming achievement of the performance condition is included in the table above, the achievement of the performance condition was not deemed probable on the date of grant. The assumptions used in calculating the grant-date fair value of the stock options shown in the “Option Awards” are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended February 3, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. (2)The amounts reported for fiscal year 2024, fiscal year 2023, and fiscal year 2022 in this column represent amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Non-Equity Incentive Plan Compensation.” (3)The amounts reported for fiscal year 2024, fiscal year 2023, and fiscal year 2022 represent 401(k) plan matching contributions and parking expenses. With respect to Mr. McCall, Mr. Bicket and Mr. Sekar, the amounts reported for fiscal year 2024 also include guest travel expenses for certain company events. (4)Mr. Biswas and Mr. Bicket serve on our Board of Directors but are not paid additional compensation for such service. (5)Mr. McCall was Executive Vice President and Chief Revenue Officer until July 30, 2023. The salary and non-incentive plan compensation amounts presented are prorated based on the number of days in fiscal year 2024 during which he was employed by the company. (6)Ms. Caimi became Executive Vice President and President of Worldwide Field Operations on May 30, 2023. The salary and non-equity incentive plan compensation amounts presented are prorated based on the number of days in fiscal year 2024 during which she was employed by the company.

  33. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth information regarding the grants of plan-based awards made to our named executive officers for fiscal year 2024.

  34. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date (1) | All Other Stock Awards: Number of shares of stock or units (#) | Closing Market Price on Grant Date ($) (2) | Grant-Date Fair Value of Stock Awards ($) (3) | | Sanjit Biswas | 3/1/2023 | 1,118,881 | 16.31 | 18,248,949 | | Dominic Phillips | 3/1/2023 | 419,580 | 16.31 | 6,843,350 | | Andy McCall | 3/1/2023 | 314,685 | 16.31 | 5,132,512 | | John Bicket | 3/1/2023 | 174,825 | 16.31 | 2,851,396 | | Adam Eltoukhy | 3/1/2023 | 349,650 | 16.31 | 5,702,792 | | Kiren Sekar | 3/1/2023 | 174,825 | 16.31 | 2,851,396 | | | 1/31/2024 | 530,918 | 31.40 | 16,670,825 | | Lara Caimi | 5/31/2023 | 1,181,911 | 19.25 | 22,751,787 |

  35. Grants of Plan-Based Awards for Fiscal Year 2024

    _________________________ (1)Shares reported represent awards of RSUs granted under the 2021 Equity Incentive Plan (the “2021 Plan”). Each award of RSUs is subject to the service-vesting condition described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year 2024 Year-End.” The RSU awards with a grant date of March 1, 2023 were approved on February 14, 2023. The RSU awards with a grant date of May 31, 2023 and January 31, 2024, were each approved on the same date as their respective grant dates. (2)This column represents the closing price of our Class A common stock on the applicable date of grant. (3)The reported amounts reflect the aggregate grant-date fair value of RSUs awarded under the 2021 Plan to our named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the RSUs reported in this column are set forth in our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended February 3, 2024. The actual value that the named executive officer will realize on each RSU award will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers.

  36. Outstanding Equity Awards at Fiscal Year 2024 Year-End

    Outstanding Equity Awards at Fiscal Year 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of February 3, 2024.

  37. Outstanding Equity Awards at Fiscal Year 2024 Year-End

    | | | Option Awards | | | Stock Awards | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) (3) | | Sanjit Biswas | 5/9/2019 | 1,140,062(4) | 3.51 | 5/8/2029 | | | | | 10/15/2020 | 3,051,280(5) | 7.59 | 10/14/2030 | | | | | 10/15/2020 | | | | 422,094(7) | 13,722,276 | | | 3/15/2022 | | | | 411,472(8) | 13,376,955 | | | 3/1/2023 | | | | 839,162(9) | 27,281,157 | | Dominic Phillips | 4/15/2021 | | | | 158,228(10) | 5,143,992 | | | 3/15/2022 | | | | 196,287(8) | 6,381,290 | | | 3/1/2023 | | | | 314,686(9) | 10,230,442 | | Andy McCall | 5/9/2019 | 227,487(6) | 3.51 | 5/8/2029 | | | | | 9/16/2020 | | | | 354,167(11) | 11,513,969 | | | 3/15/2022 | | | | 157,030(8) | 5,105,045 | | | 3/1/2023 | | | | 236,015(9) | 7,672,848 | | John Bicket | 5/9/2019 | 570,031(4) | 3.51 | 5/8/2029 | | | | | 10/15/2020 | | | | 508,547(7) | 16,532,863 | | | 3/15/2022 | | | | 125,133(8) | 4,068,074 | | | 3/1/2023 | | | | 148,602(9) | 4,831,051 | | Adam Eltoukhy | 11/3/2020 | | | | 2,487(11) | 80,852 | | | 2/24/2021 | | | | 84,603(10) | 2,750,444 | | | 3/15/2022 | | | | 70,102(8) | 2,279,016 | | | 8/29/2022 | | | | 9,836(12) | 319,768 | | | 3/1/2023 | | | | 262,238(9) | 8,525,357 | | Kiren Sekar | 5/9/2019 | 314,483(6) | 3.51 | 5/8/2029 | | | | | 9/16/2020 | | | | 458,334(11) | 14,900,438 | | | 3/15/2022 | | | | 67,299(8) | 2,187,890 | | | 3/1/2023 | | | | 148,602(9) | 4,831,051 | | | 1/31/2024 | | | | 530,918(13) | 17,260,144 | | Lara Caimi | 5/31/2023 | | | | 1,034,173(14) | 33,620,964 |

  38. Outstanding Equity Awards at Fiscal Year 2024 Year-End

    _________________________ (1)Each of the outstanding equity awards listed in this table that was granted prior to our IPO in December 2021 was granted pursuant to our 2015 Equity Incentive Plan and each of the outstanding equity awards listed in this table that was granted after our IPO was granted pursuant to our 2021 Equity Incentive Plan. (2)This column represents the fair value of a share of our Class B common stock on the grant date, as determined by our Board. (3)This column represents the fair market value of the shares of our Class A and Class B common stock underlying the RSUs as of February 3, 2024, based on the closing price of our Class A common stock of $32.51 per share on the last trading day before February 3, 2024. (4)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our 2015 Plan and a stock option agreement thereunder. The shares subject to the stock option are immediately exercisable and vest in 48 equal monthly installments beginning on March 4, 2019. (5)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our 2015 Plan and a stock option agreement thereunder. The shares subject to the stock option are immediately exercisable and vest in 48 equal monthly installments beginning on November 15, 2020. (6)Amount reflects shares of our Class B common stock subject to a stock option granted pursuant to the terms and conditions of our 2015 Plan and a stock option agreement thereunder. The shares subject to the stock option are immediately exercisable and vest in 45 monthly installments beginning on June 4, 2019. (7)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our 2015 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of both a service condition and a performance condition. The service condition for the RSUs is satisfied in quarterly installments through December 15, 2024, subject to continued service with us through each such date. The performance condition for the RSUs was satisfied upon the occurrence of our IPO. (8)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of a service condition, which is satisfied in 16 equal quarterly installments beginning on June 15, 2022, subject to continued service with us through each such date. (9)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of a service condition, which is satisfied in 12 quarterly installments beginning on June 15, 2023, subject to continued service with us through each such date. (10)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our 2015 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of both a service condition and a performance condition. The service condition for the RSUs is satisfied in quarterly installments through March 15, 2025, subject to continued service with us through each such date. The performance condition for the RSUs was satisfied upon the occurrence of our IPO. (11)Amount reflects shares of our Class B common stock subject to an award of RSUs pursuant to the terms and conditions of our 2015 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of both a service condition and a performance condition. The service condition for the RSUs is satisfied in quarterly installments through December 15, 2024, subject to continued service with us through each such date. The performance condition for the RSUs was satisfied upon the occurrence of our IPO. (12)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of a service condition, which is satisfied in 8 equal quarterly installments beginning on December 15, 2022, subject to continued service with us through each such date. (13)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of a service condition, which is satisfied in 16 equal quarterly installments beginning on June 15, 2024, subject to continued service with us through each date. (14)Amount reflects shares of our Class A common stock subject to an award of RSUs pursuant to the terms and conditions of our 2021 Plan and an RSU agreement thereunder. The RSUs vest upon the satisfaction of a service condition, which is satisfied in 16 equal quarterly installments beginning on September 15, 2023, subject to continued service with us through each date.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  40. 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) | | Sanjit Biswas | — | — | 969,107 | 28,703,923 | | Dominic Phillips | — | — | 893,224 | 25,994,659 | | Andy McCall | 189,000 | 4,698,227 | 573,460 | 16,723,059 | | John Bicket | — | — | 692,094 | 19,975,144 | | Adam Eltoukhy | — | — | 213,266 | 6,380,191 | | Kiren Sekar | — | — | 606,133 | 17,503,971 | | Lara Caimi | — | — | 147,738 | 4,777,108 |

  41. Option Exercises and Stock Vested

    _________________________ (1)The value realized on exercise of options is pre-tax and determined by multiplying (i) the number of shares of common stock acquired upon exercise by (ii) the difference between the market price of the shares on the applicable exercise date (calculated as the closing price on that date, or, if the shares received were concurrently sold, as the price actually obtained), and the exercise price of the options. (2)The value realized on vesting is pre-tax and determined by multiplying (i) the number of shares of common stock acquired upon vesting of RSUs by (ii) the closing price of our Class A common stock on the day prior to the RSU vesting date. It is our policy to release vested RSUs on each quarterly vesting date, which are March 15, June 15, September 15, and December 15 of each year for the awards listed above (or, in the event the vest date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately following trading day).

  42. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  43. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As disclosed in the Summary Compensation Table, the total compensation for our CEO for FY 2024 was $18,356,993. We estimate that the total compensation for the median of all employees, excluding our CEO, for FY 2024 was $193,765. The resulting ratio of our CEO’s total compensation to that of the median of all employees, excluding our CEO, for FY 2024 was 95 to 1.

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (“CAP”) to our named executive officers (“NEOs”) and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made during the fiscal year ended February 3, 2024 is described above in the Compensation Discussion and Analysis. The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and our other NEOs for each year from fiscal year 2022, fiscal year 2023, and fiscal year 2024, compared to our total shareholder return (“TSR”) from December 15, 2021 (the date our Class A common stock began trading on NYSE) through the end of each such fiscal year, as well as our net loss and our adjusted free cash flow for each such fiscal year. See Appendix A for a reconciliation of financial measures prepared in accordance with GAAP to non-GAAP measures and other information.

  45. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO (b) (1)(2) | Compensation Actually Paid to PEO (c) (1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (d) (5) | Total Shareholder Return (f) (6) | S&P 500 Information Technology Index Total Shareholder Return (g) (7) | Net Loss ($K) (h) (8) | Adjusted Free Cash Flow ($K) (i) (9) | | 2024 | $18,356,993 | $79,225,362 | $11,002,761 | $30,468,318 | $131.62 | $121.21 | ($286,726) | $27,053 | | 2023 | $10,115,546 | ($129,536) | $3,952,386 | ($244,003) | $55.71 | $79.03 | ($247,422) | ($110,034) | | 2022 | $1,060,021 | $30,638,749 | $5,008,951 | $12,428,718 | $67.45 | $90.82 | ($355,024) | ($179,738) |

  46. PAY VERSUS PERFORMANCE

    _________________________ (1)Our PEO was Sanjit Biswas for each of the fiscal years presented herein. (2)Represents the total compensation paid to our PEO in each listed fiscal year, as shown in our Summary Compensation Table. (3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

  47. PAY VERSUS PERFORMANCE

    | | Fiscal 2024** | | Summary Compensation Table Total* | $18,356,993 | | Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (18,248,949) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 27,281,157 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 25,654,145 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 8,501,594 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 17,680,422 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | $79,225,362 |

  48. PAY VERSUS PERFORMANCE

    _________________________ *The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made. (4)This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed fiscal year, as shown in our Summary Compensation Table. The names of the non-PEO NEOs in each year are listed in the table below.

  49. PAY VERSUS PERFORMANCE

    | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Dominic Phillips | Dominic Phillips | Dominic Phillips | | Adam Eltoukhy | Andy McCall | Andy McCall | | | John Bicket | John Bicket | | | Adam Eltoukhy | Adam Eltoukhy | | | | Kiren Sekar | | | | Lara Caimi |

  50. PAY VERSUS PERFORMANCE

    (5)This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed fiscal year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed fiscal year.

  51. PAY VERSUS PERFORMANCE

    | | Fiscal 2024** | | Summary Compensation Table Total* | $11,002,761 | | Subtract Grant-Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (10,467,343) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 14,495,310 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 6,850,166 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,403,226 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 6,184,198 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | $30,468,318 |

  52. PAY VERSUS PERFORMANCE

    _________________________ *Note that the fair value assumptions shown with respect to footnote 3 above apply to the figures in this table as well. **Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to the calculation of compensation actually paid and no adjustments have been made. (6)Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 15, 2021, the date our Class A common stock began trading on NYSE. (7)The peer group used is the S&P 500 Information Technology Index, as used in the company’s performance graph in our Annual Report on Form 10-K for our fiscal year ended February 3, 2024. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported fiscal year. (8)The dollar amounts reported are the company’s net loss reflected in the company’s audited consolidated financial statements. (9)In the company’s assessment, adjusted free cash flow is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net loss) used by the company in fiscal year 2024 to link compensation actually paid to performance. We define adjusted free cash flow as net cash used in operating activities reduced by cash used for purchases of property and equipment, and excluding the cash impact of non-recurring capital expenditures associated with the build-out of our corporate office facilities in San Francisco, California, net of tenant allowances, and legal settlements. We believe that adjusted free cash flow, even if negative, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives.

  53. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance The graphs below describe the relationship between compensation actually paid and the individual performance measures shown.

  54. Compensation Actually Paid Versus TSR

    Compensation Actually Paid Versus TSR * The TSR metric for IOT stock begins with the closing price on December 15, 2021, the date our Class A common stock began trading on NYSE.

  55. Compensation Actually Paid Versus Net Loss

    Compensation Actually Paid Versus Net Loss

  56. Compensation Actually Paid Versus Adjusted Free Cash Flow

    Compensation Actually Paid Versus Adjusted Free Cash Flow