Independent
Tenure on this board
6.5 yrs
Also a director at
Servicenow Inc (NOW)Docusign Inc (DOCU)Warby Parker Inc (WRBY)
3 nominees · 4 ballot items.
Elect three Class III directors; approve, on a non-binding advisory basis, executive compensation (Say-on-Pay); ratify PwC as independent auditors; and consider a stockholder proposal to adopt majority vote for director elections.
Elect Teresa Briggs, Mark D. McLaughlin, and Sridhar Ramaswamy as Class III directors to hold office until 2029.
Advisory vote to approve the compensation of Snowflake’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval of the overall compensation of Snowflake’s named executive officers as disclosed in the proxy statement. Management seeks this vote to obtain stockholder feedback on their pay-for-performance philosophy and compensation program, which includes base salaries, a performance-based cash bonus plan tied to quarterly product revenue and gate metrics, and a mix of RSUs and performance-based restricted stock units (PRSUs) for long-term incentives. The Board emphasizes that the vote is advisory and not binding, but that the Board and the Compensation Committee will consider the outcome when making future compensation decisions. Context for this proposal includes significant stockholder engagement following a low Say-on-Pay vote in 2025 (approximately 30% support), changes made to executive compensation (including a redesigned FY2027 PRSU program with a three-year performance period and cliff vesting) in response to that feedback, and a focus on aligning pay with multi-year product revenue growth, margins, and free cash flow. Management argues that recent practices—such as a high weighting of PRSUs in refresh awards, structured gate metrics for cash bonuses, and retention-focused initial grants for new executives—are necessary to attract and retain experienced leadership in a competitive market and to align executives with long-term stockholder value. The Board recommends voting FOR because it believes the program balances stockholder alignment with retention needs, incorporates extensive outreach findings, and has adopted changes (longer performance periods, banking, and higher payout caps) to respond to investor concerns while maintaining competitive compensation to secure leadership continuity and execution.
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Snowflake’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
A stockholder proposal by James McRitchie requesting Snowflake amend its governing documents to require director nominees be elected by a majority of votes cast for uncontested elections (retaining plurality for contested elections).
This shareholder proposal, submitted by James McRitchie, requests Snowflake adopt a majority-vote standard for uncontested director elections while retaining a plurality standard for contested elections. The proponent argues majority voting increases director accountability, aligns Snowflake with prevailing governance norms among large public companies and the voting policies of major institutional investors, and would allow removal of directors receiving less than majority support with provisions for transition roles or a delayed effective date. Management’s counterargument emphasizes the risks of “failed elections” under Delaware law, including vacancies that could jeopardize compliance with NYSE listing standards and committee composition, and the potential for destabilizing rapid board turnover; the Board also raises concerns that majority voting could empower single-issue activists, increase routine solicitation costs, and provide no assurance a replacement director would be preferable. Company-specific context includes Snowflake’s existing plurality voting bylaw (the Delaware default), the Board’s assertion that existing mechanisms (withhold votes, nomination procedures, and Board review of vote results) provide sufficient accountability, and the fact that the proposal is precatory and non-binding. The Board recommends voting AGAINST on balance because it believes plurality voting better preserves continuity, avoids regulatory and governance risks associated with failed elections, and that alternative mechanisms address accountability without the downsides the proponent overlooks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 14,777,513 | $2.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.71% | 12,842,543 | $1.9B |
| 3 | BlackRock, Inc. | 2.50% | 8,675,568 | $1.3B |
| 4 | FMR LLC | 2.36% | 8,163,806 | $1.2B |
| 5 | STATE STREET CORP | 2.21% | 7,662,565 | $1.2B |
| 6 | JENNISON ASSOCIATES LLC | 2.00% | 6,935,387 | $1.0B |
| 7 | BlackRock, Inc. | 1.73% | 5,983,217 | $902M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.38% | 4,778,725 | $721M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 1.38% | 4,776,165 | $720M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.13% | 3,922,014 | $589M |
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