Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Amended and Restated Non-Employee Director Compensation Policy
On April 5, 2023, the Board of Directors (the "Board") of Snowflake Inc. (the
"Company") approved an amended and restated Non-Employee Director Compensation
Policy (the "A&R Director Compensation Policy"), which is filed and attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The A&R Director
Compensation Policy reflects the following changes: (i) upon appointment to the
Board, each non-employee director will automatically receive a restricted stock
unit award for the Company's Class A common stock ("Class A common stock") under
the Company's 2020 Equity Incentive Plan (the "Plan"), having a value of
$1,000,000.00 based on the Fair Market Value (as defined in the Plan) of the
underlying Class A common stock as of the date of grant (the "Initial RSU"); and
(ii) such non-employee director will not receive any additional cash or equity
compensation, including the Annual RSU (as defined in the A&R Director
Compensation Policy), for the balance of the calendar year in which such
non-employee director is appointed to the Board.
Departure of Director
On April 5, 2023, Carl M. Eschenbach, a Class III director of the Board and a
member of the Compensation Committee of the Board (the "Compensation
Committee"), provided notice of his resignation as a member of the Board and any
committees thereof, effective as of immediately prior to the appointment of his
successor to the Board (the "Effective Time"). Mr. Eschenbach's resignation was
not the result of a disagreement with the Company or the Board on any matter
relating to the Company's operations, policies, or practices. Upon the Effective
Time, Mr. Eschenbach entered into an advisor agreement with the Company to
provide advisory services to the Company's management, the Board, and/or any
committees of the Board. In connection with his role as an advisor, Mr.
Eschenbach's outstanding Annual RSU (as defined in the A&R Director Compensation
Policy) will continue to vest so long as he is providing Continuous Service (as
defined in the Plan), and he received a restricted stock unit award for Class A
common stock under the Plan having a value of $75,000.00 based on the average
Fair Market Value of the underlying Class A common stock for the 20 trading days
prior to and ending on the date of grant (the "Advisor RSU"). Subject to Mr.
Eschenbach's Continuous Service, the Advisor RSU will fully vest on the one year
anniversary of the date of grant. Mr. Eschenbach's advisor agreement was
approved by the Audit Committee of the Board under the Company's related party
transactions policy. The advisor agreement is filed and attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Appointment of Director
On April 5, 2023, the Board, upon recommendation of the Nominating and
Governance Committee of the Board, appointed Mark D. McLaughlin as a Class III
director whose term will expire at the Company's 2023 annual meeting of
stockholders, effective immediately. Mr. McLaughlin's appointment fills the
vacancy created by Mr. Eschenbach's resignation, and Mr. McLaughlin has also
been appointed as a member of the Compensation Committee and as a member of the
Equity Award Compensation Subcommittee of the Compensation Committee.
From 2011 until 2018, Mr. McLaughlin served as Chief Executive Officer and
Chairman of the Board of Palo Alto Networks, a global cybersecurity company, and
as Vice Chairman of the Board until December 2022. From 2009 through 2011, Mr.
McLaughlin served as President and Chief Executive Officer of VeriSign, Inc., a
provider of internet infrastructure services. Prior to that, Mr. McLaughlin
served in several roles at VeriSign, including as Executive Vice President,
Products and Marketing. President Barack Obama appointed him to serve on the
President's National Security Telecommunications Advisory Committee in January
2011, and he served on this Committee until April 2023. Mr. McLaughlin currently
serves as Chairman of the board of
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directors of Qualcomm, Inc. and as a director of Snorkel.AI. Mr. McLaughlin
holds a B.S. from the U.S. Military Academy at West Point and a J.D. from
Seattle University School of Law.
There is no arrangement or understanding between Mr. McLaughlin and the Company
or any other person pursuant to which Mr. McLaughlin was elected as a director.
Additionally, there are no transactions involving the Company and Mr. McLaughlin
that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act").
For his service on the Board and the Compensation Committee, Mr. McLaughlin will
be compensated pursuant to the A&R Director Compensation Policy. Mr. McLaughlin
was granted the Initial RSU under the A&R Director Compensation Policy on April
5, 2023. In accordance with the A&R Director Compensation Policy, all of the
shares subject to Mr. McLaughlin's then-outstanding Company equity awards will
become fully vested immediately prior to the consummation of a change of
control.
Beginning in calendar year 2024, and in accordance with the A&R Director
Compensation Policy, Mr. McLaughlin will receive (i) an annual cash retainer of
$33,000.00 for serving on the Board and (ii) an annual cash retainer of
$9,500.00 for serving on the Compensation Committee, each paid quarterly and
pro-rated for any partial months of service.
Mr. McLaughlin has entered into the Company's standard form of indemnification
agreement, which is attached as Exhibit 10.10 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
August 24, 2020 (File No. 333-248280).
A copy of the press release announcing Mr. McLaughlin's appointment as a
director of the Company is attached hereto as Exhibit 99.3 and is incorporated
herein by reference.
The information contained in Exhibit 99.3 attached to this Current Report on
Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing made by the Company under the Securities Act or the
Exchange Act, regardless of any general incorporation language in such filings,
unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Amended and Restated Non-Employee Director Compensation Policy
99.2 Advisor Agreement between Snowflake Inc. and Carl Eschenbach dated
April 5, 2023
99.3 Press Release issued by Snowflake Inc. dated April 7, 2023
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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