Snowflake Inc. SNOW

32% shingled-prose overlap between the two filings.

2025: 63,738 chars · 2026: 76,856 chars

• Pay Ratio (Item 402(u)):6% overlap (60,000 → 5,154 chars)
• Say-on-Pay proposal:18% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis provides information regarding the compensation program for our named executive officers, as defined in SEC rules, during the fiscal year ended January 31, 2026. 2025(fiscalyear2025).
• changedIt also describes the material elements of our Fiscal Year 2026 2025executive compensation program, provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, and analyzes how and why our Compensation Committee arrived at specific compensation decisions.
• changedOur named executive officers for Fiscal Year 2026 2025were:
• newNAMED EXECUTIVE OFFICERTITLESridhar RamaswamyChief Executive OfficerBrian Robins(1)Chief Financial OfficerChristian KleinermanEVP, Product ManagementVivek RaghunathanSVP, EngineeringMichael Gannon(2)Former Chief Revenue OfficerMichael P.
• newScarpelli(1)Former Chief Financial Officer
• new(1)Effective September 22, 2025, Mr. Robins was appointed as Chief Financial Officer to succeed Michael P.
• newMr. Scarpelli remained an employee of the Company until November 7, 2025.
• new(2)Mr. Gannon departed from his position as Chief Revenue Officer of the Company, effective March 31, 2026.
• newMr. Gannon was originally appointed effective March 14, 2025.
• newWe entered into a separation agreement and consulting agreement with Mr. Gannon in exchange for, among other things, a general waiver and release of claims against us, as further described below under the section titled “Other Features of Our Executive Compensation Program—Offer Letters and Other Compensatory Arrangements—Michael Gannon.”
• newOur vision is a world where data and AI turn possibilities into reality.
• newWe provide our platform through a customer-centric, consumption-based business model.
• new34Snowflake Inc. 2026 Proxy Statement
• newTABLE OF CONTENTSEXECUTIVE COMPENSATION
• changedDelivered as a service, our platform requires near-zero infrastructure maintenance, enabling customers to focus on deriving value from their data rather than managing infrastructure.
• changedFiscal Year 2026 Business Highlights (as of January 31, 2026): 2025):
• changedPRODUCT REVENUE(1) $4.47 $3.5BRepresenting a year-over-year increase of 29%.NET 30%.NETREVENUE RETENTION RATE(1) 125%Remained at a healthy 125%.$1M 126%Ournetrevenueretentionratereached126%.$1MCUSTOMERS 733Customers 580580customerswith trailing 12-month product revenue greater than $1 million(1).ENTERPRISE MOMENTUM 790Forbes 745745ForbesGlobal 2000 customers(2).CASH FLOW $1,221.9 $959.8MGAAP net cash provided by operating activities of $1,221.9 $959.8million for Fiscal Year 2026, 2025,and non-GAAP free cash flow(1) of $1,120.3 $884.1million for Fiscal Year 2026.REMAINING 2025.REMAININGPERFORMANCE OBLIGATIONS(1) $9.77 BRepresenting a year-over-year increase of 42%. $6.9BApproximately$6.9billioninremainingperformanceobligations.
• changed(1)See Appendix A Cto this Proxy Statement for a definition of non-GAAP free cash flow and a reconciliation of the most directly comparable financial measure calculated in accordance with GAAP to non-GAAP free cash flow.
• changedSee our earnings press release for the fiscal fourth quarter and fiscal year ended January 31, 2026 2025furnished as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2026 26,2025for definitions of product revenue, customers with trailing 12-month product revenue greater than $1 million, remaining performance obligations, and net revenue retention rate.
• changed(2)Based on the 2025 2024Forbes Global 2000 list.
• newSnowflake Inc. 2026 Proxy Statement 35
• newEXECUTIVE COMPENSATIONTABLE OF CONTENTS
• changedFiscal Year 2026 2025Executive Compensation Highlights
• changedOur Compensation Committee made the following namedexecutive officercompensation decisions for Fiscal Year 2026: 2025:
• new•Base Salary: Our Compensation Committee did not increase the annual base salaries for Fiscal Year 2026 for our named executive officers who were serving during Fiscal Year 2025.
• newWe aim to maintain reasonable base salary relative to peers.
• new•Performance-Based Cash Bonus: Our Compensation Committee also did not increase the target incentive bonus opportunities (as percentages of base salaries) for Fiscal Year 2026 for our named executive officers who were serving during Fiscal Year 2025.
• changedWe continued Inadditionto implement theexistingaggregatebonuspoolfundingcapof110%ofthetargetfunding,wealsoimplementeda cap of 200% of the plan payout on the amount of the cash incentive bonus that can be paid to any individual member of our executive leadership team, which includes our named executive officers. team.
• newFor Fiscal Year 2026, our named executive officers’ bonus payouts were achieved at approximately 103.0% of the target.
• changedForfiscalyear2025,None of our named executive officers received bonus payouts in excess of the corporate funding during any of the fiscal quarters.
• changed•Long-Term Equity Awards: As part of its annual review of executive officer compensation, our Compensation Committee boardofdirectorsgranted “refresh” equity awards with a mix of RSU awards and PRSU awards to each of our named executive officers in Fiscal Year 2026. 2025.
• newTo maintain a strong alignment between executive officer compensation and corporate performance, 67%-70% of the annual grant for each named executive officer was represented by PRSUs for Fiscal Year 2026, as further described in the section titled “Fiscal Year 2026 Executive Compensation Program—Long-Term Equity Incentive Awards” below.
• newSTOCKHOLDER ENGAGEMENT AND OUR RESPONSE TO THE 2025 SAY-ON-PAY VOTE
• newOur Board of Directors and Compensation Committee value the perspectives of our stockholders and believe that ongoing, transparent engagement is a key component of effective corporate governance.
• newAt our 2025 Annual Meeting, we received support from approximately 30% of the votes cast for our Say-on-Pay vote.
• newOur Board and Compensation Committee took this outcome very seriously and initiated a robust stockholder outreach campaign to directly hear and understand the concerns that drove this result.
• newOUR ENGAGEMENT PROCESS
• newFollowing the 2025 Annual Meeting, we conducted extensive outreach to gather feedback on our executive compensation program and corporate governance in fall 2025 that was overseen by the chairperson of our Compensation Committee:
• new•We reached out to 38 of our largest institutional stockholders representing over 50%* of our outstanding shares to solicit their feedback.
• new•We reached out to approximately 70%* of our institutional (non-individual) stockholders, based on our estimate that a total of approximately 27%* of our outstanding shares is held by individual, non-institutional holders.
• new•We held meetings with the 12 institutional stockholders who accepted our request for engagement, representing approximately 26%* of our outstanding shares.
• newRepresentatives from our Legal team, along with our Investor Relations and/or People teams, attended the meetings.
• newTo facilitate a candid dialogue, our CEO did not participate in such meetings.
• newWe also received written feedback from one institutional stockholder.
• new•Of the 12 meetings we held, a member of our Compensation Committee was present during 10, representing approximately 25%* of our outstanding shares.
• new*Percentages based on share ownership reports available as of September 2025.
• new36Snowflake Inc. 2026 Proxy Statement
• newSTOCKHOLDER FEEDBACK AND SNOWFLAKE’S PERSPECTIVES
• newOur conversations with stockholders were insightful and revealed two focus areas that were most consistently identified as factors in our stockholders’ 2025 Say-on-Pay voting decisions: (1) the equity awards granted to our CEO in connection with his appointment in February 2024 and (2) the extent to which the equity awards granted to our executive officers created sufficient long-term pay for performance alignment.
• newThe table below summarizes these key themes, together with other recurring topics that stockholders raised during the meetings, and our perspective and response to the feedback.
• newTOPICSTOCKHOLDER FEEDBACKOUR RESPONSE AND PERSPECTIVENew CEO Equity GrantsMost stockholders indicated that their vote against our 2025 “Say-on-Pay” related to the magnitude of our new CEO’s equity grants coupled with the fact that they did not view the grant structure (including options) to be majority performance-based.
• newSome stockholders noted the need for a more robust justification.The Compensation Committee acknowledges our stockholders’ concerns, which were shared after the new CEO equity grants, and will take them into account when designing future compensation packages for new executives.
• newDuring our meetings with stockholders, we shared that our Compensation Committee designed the new CEO compensation package, with 75% of the total intended equity value in the form of stock options, to incentivize Mr. Ramaswamy, who at the time had recently joined Snowflake from an acquisition, to assume this critical role and lead Snowflake through a highly consequential period of strategic transformation for our business, in an intensely competitive market for experienced executives with AI expertise.
• newGiven Mr. Ramaswamy’s relatively brief tenure with Snowflake prior to his appointment, the size and structure of the awards were intended to provide a meaningful equity stake and long-term alignment with our stockholders’ interests.
• newWe view stock options as an inherently performance-based equity vehicle that provides immediate alignment with the long-term interests of our stockholders, as options require direct stock price appreciation over time to provide value.
• newTo bolster the long-term focus, Mr. Ramaswamy’s option award also has a longer-than-usual vesting period of five years, with any shares acquired upon exercise of the option further subject to a minimum holding period requirement.
• newThe Compensation Committee also determined that making market-based equity grants to Mr. Ramaswamy as part of our annual grant cycle is the most effective approach to maintaining retention in a highly competitive market while avoiding the need for outsized, “catch-up” grants in the future.
• newTo directly address stockholder feedback requesting greater performance alignment, the “refresh” equity awards granted to Mr. Ramaswamy in Fiscal Year 2026 were heavily performance-based, with PRSUs representing 70% of the total intended equity value.
• newPerformance Measurement PeriodsFor long-term equity incentive awards, most stockholders expressed a preference for longer performance periods, typically a three-year benchmark.Our Compensation Committee carefully considered this feedback in the context of our consumption-based business model, which makes it highly challenging to accurately forecast financial targets beyond a one-year period.
• newTo balance this business reality with the feedback received, we redesigned our executive PRSU program for Fiscal Year 2027 to set the product revenue year-over-year growth rates for three years at the outset of the performance period, with the growth rates for years two and three set as a percentage increase relative to the prior year’s actual performance achieved.
• newAt the end of the three-year performance period, the combined results for each year will determine the final payout, with the amount earned, if any, cliff vesting following conclusion of the performance period.
• newNo shares will vest until the end of the three-year performance period.
• newThe Compensation Committee believes this structure meaningfully extends the performance and vesting horizon of our PRSU awards, as further described below.
• newSnowflake Inc. 2026 Proxy Statement 37
• newTOPICSTOCKHOLDER FEEDBACKOUR RESPONSE AND PERSPECTIVEEquity Vehicle and VestingWe received mixed feedback from stockholders regarding the optimal equity vehicles and vesting terms.
• newSome stockholders emphasized the importance for a substantial portion of equity awards to be tied to performance metrics, and there were differing views on whether stock options are performance based and whether relative market metrics (e.g., relative total stockholder return) would be a better metric for incentivizing performance.
• newOther stockholders expressed disfavor of performance-based equity awards as too complicated, noting that highly complex structures can obscure pay-for-performance alignment, and expressed a preference for time-based RSU awards with vesting of at least five years or additional holding periods after vesting.Our Compensation Committee appreciated the diverse perspectives shared by our stockholders.
• newAfter weighing a range of alternative structures, together with the retention and incentive program profile that it determined was necessary to attract and retain high-caliber executives in the current highly competitive landscape, the Compensation Committee determined that the redesigned Fiscal Year 2027 PRSU program, which is both performance-based and uses a three-year cliff vesting schedule – delaying commencement of our PRSU vesting by two years, was the best alternative to balance the varied, and at times conflicting, feedback we received with its desire to respond to the concern expressed following our 2025 Say-on-Pay vote and maintain a program that satisfies our program objectives.
• newPerformance Target DisclosureSome stockholders requested enhanced disclosure of specific goals and targets for both annual and long-term incentive plans to evaluate the rigor of performance hurdles.
• newOur performance targets are competitively sensitive information and are set at a level that requires achieving performance above our publicly issued guidance.
• newDisclosing detailed near-term operational targets would place us at a competitive disadvantage, especially against our private competitors who are not constrained by public disclosure requirements.
• newIn addition, the disclosure of our targets, paired with our actual performance, could provide insight into the way we set our internal performance goals, which could be relied upon as our de facto guidance and result in a negative market reaction if the metrics are not met.
• newAccordingly, while the Compensation Committee determined that disclosure is not in the Company and stockholders’ best interest at this time, it is providing additional transparency as to how challenging the goals are and performance against them.
• newNOTABLE CHANGES TO OUR EXECUTIVE COMPENSATION PROGRAM FOR FISCAL YEAR 2027
• newAs outlined above, our extensive stockholder engagement in fall 2025 informed our Compensation Committee’s comprehensive review of our executive compensation program.
• newTo address stockholder feedback regarding performance periods and vesting duration for our long-term equity incentive awards, our Compensation Committee approved a redesigned PRSU program for our executive leadership team for Fiscal Year 2027 (FY2027 PRSUs), including our named executive officers, which is summarized as follows:
• new•Three-Year Performance Period and Cliff Vest.
• newAttainment of the FY2027 PRSUs is based on cumulative performance achievement across three performance metrics over a three-year performance period.
• newIn addition, 100% of the achieved FY2027 PRSUs, if any, will vest after a three-year cliff on March 15, 2029.
• newNo portion of the FY2027 PRSUs will vest prior to the cliff vest date.

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