Adam Eltoukhy
About Adam Eltoukhy
Adam Eltoukhy, 41, is Executive Vice President, Chief Legal Officer (CLO) and Corporate Secretary at Samsara (IOT). He joined Samsara in October 2018 after serving as Legal Counsel at Palantir, where he led litigation and intellectual property groups; earlier roles include associate positions at Morrison & Foerster and Weil, Gotshal & Manges, and federal clerkships in the N.D. California and the Federal Circuit. He holds a B.S. in Electrical Engineering (Santa Clara University) and a J.D. (Stanford Law School) . During FY2025, Samsara delivered strong growth: revenue of $1,249.2M (+33% YoY), ARR near $1.5B (+32% YoY), and 2,506 customers over $100k ARR (+36% YoY); TSR since the Dec-2021 IPO equated to $208.50 on a $100 initial investment by FY2025, outpacing the S&P 500 IT Index at $150.57 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Palantir Technologies | Legal Counsel; led litigation & IP groups | 2012–2018 | Led litigation and IP groups |
| Morrison & Foerster | Associate | Not disclosed | Associate attorney |
| Weil, Gotshal & Manges | Associate | Not disclosed | Associate attorney |
| U.S. District Court (N.D. Cal.) | Law Clerk | Not disclosed | Federal judicial clerkship |
| U.S. Court of Appeals (Fed. Cir.) | Law Clerk | Not disclosed | Federal judicial clerkship |
External Roles
- Not disclosed in the proxy for Mr. Eltoukhy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 338,941 | 355,293 | 434,010 |
| Target Bonus % of Salary | Not disclosed | 50% | 50% |
| Target Bonus ($) | Not disclosed | 195,937 | 218,666 |
| Actual Bonus Paid ($, NEIP) | 131,886 | 195,937 | 192,646 |
| Perquisites/Other ($) | 12,831 | 14,047 | 20,781 (incl. parking and de minimis guest travel) |
Notes:
- FY2025 non-equity plan payout equaled 88.1% of target on company performance (see Performance Compensation) .
- FY2025 base salary set via market/role analysis; increased from $350,200 to $437,333 effective FY2025 plan setting; Summary Compensation Table reflects $434,010 paid in period .
Performance Compensation
Plan design and FY2025 outcomes:
- Metrics and weights: Net New ARR (75%) and Adjusted Free Cash Flow (25%) .
- Structure: Quarterly payouts (Q1–Q3 capped at 100% of target), final year-end true-up to full-year performance; threshold at 80% achievement (50% payout) to 110%+ (150% max) via straight-line interpolation .
- FY2025 company payout result: 88.1% of target; Mr. Eltoukhy received $192,646 .
| Metric | Weight | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Net New ARR | 75% | Not disclosed | Not disclosed | Incorporated into 88.1% total | Quarterly targets set per AOP |
| Adjusted Free Cash Flow | 25% | Re-forecast quarterly | Not disclosed | Incorporated into 88.1% total | Quarterly targets approved pre-quarter |
| Total | 100% | — | — | 88.1% | Q1–Q3 capped; annual true-up |
Say-on-Pay context: 98.3% approval at FY2025 AGM for prior year compensation program, and approach maintained thereafter .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
- Shares beneficially owned: 109,003 Class A; <1% ownership; no Class B holdings reported .
Outstanding unvested equity (as of Feb 1, 2025) and market value basis $51.50/sh:
| Grant | Award Type | Unvested Units | Market Value ($) |
|---|---|---|---|
| 3/6/2024 | RSUs (2021 Plan) | 132,211 | 6,808,867 |
| 3/1/2023 | RSUs (2021 Plan) | 145,689 | 7,502,984 |
| 3/15/2022 | RSUs (2021 Plan) | 38,946 | 2,005,719 |
| 2/24/2021 | RSUs (2015 Plan) | 12,087 | 622,481 |
Recent grant detail (FY2025 annual grant):
| Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/6/2024 | 162,721 | 5,426,745 | 16 equal quarterly installments beginning 6/10/2024 (≈10,170/quarter) |
Design/policies:
- Equity mix: RSUs only (no new options); vesting for VP+ extended to 4 years (16 quarters) to promote retention and long-term alignment .
- Hedging/derivatives prohibited; pledging prohibited without written approval of the CLO; margin accounts prohibited .
- Stock ownership guidelines: Not disclosed in proxy (no policy referenced).
Insider trading/selling pressure indicators:
- Quarterly RSU vesting cadence (e.g., ~10.2k shares per quarter from the 2024 grant) creates a steady stream of potential liquidity events; actual selling behavior requires Form 4 analysis (not included here) .
Employment Terms
Employment status:
- At-will; covered by the Executive Change in Control and Severance Plan .
Severance economics (Named Executive Officer terms; amounts based on hypothetical Jan 31, 2025 termination):
| Scenario | Cash Severance | COBRA | Equity Treatment |
|---|---|---|---|
| Termination without Cause (outside CIC) | 50% of base salary + 50% of target bonus (for Adam: $218,667 + $109,333) | 6 months (est. $17,731) | Time-vesting satisfied for vest dates later in same quarter and next quarter (or second next if post-vest) |
| Double-Trigger CIC (3 months before to 18 months after CIC) | 100% of base salary + 100% of target bonus (for Adam: $437,333 + $218,666) | 6 months (est. $17,731) | 100% acceleration of all outstanding equity |
- No excise tax gross-ups; 280G best-net cutback applies .
- Clawback policy (effective Nov 28, 2023) enabling recovery of incentive and equity comp for three completed fiscal years preceding a material restatement; applies to executive officers and certain CEO direct reports .
Multi-Year Compensation Summary (NEO Table Extract)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 434,010 | 5,426,745 | 192,646 | 20,781 | 6,074,183 |
| 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 |
Compensation Structure Analysis
- Equity-heavy, time-based RSUs with extended 4-year vesting for VP+ emphasize retention and stock-price alignment; no PSU metrics on equity grants disclosed for NEOs .
- Annual cash incentives are explicitly tied to growth and cash discipline (Net New ARR 75%; Adjusted FCF 25%), with disciplined payout curve; FY2025 paid at 88.1% of target .
- Governance protections include a Dodd-Frank compliant clawback, prohibition on hedging/derivatives/margin, and no CIC excise tax gross-ups; pledging prohibited absent CLO approval .
- Peer benchmarking employs a high-growth software cohort (e.g., CrowdStrike, Datadog, Palantir, Snowflake, Zscaler), updated annually to maintain relevance .
Performance & Company Context
| FY2025 Operating Highlights | Value |
|---|---|
| Revenue ($M) | 1,249.2 (+33% YoY) |
| ARR ($B) | ~1.5 (+32% YoY) |
| Customers >$100k ARR | 2,506 (+36% YoY) |
| Core customers | >20,000 |
| Data points processed | >14 trillion (+50% YoY) |
| TSR since IPO (value of $100) | $208.50 (vs. S&P 500 IT $150.57) |
Compensation Committee & Governance
- Compensation Committee: Sue Bostrom (Chair), Todd Bluedorn, Ann Livermore; all independent; retains Compensia as independent advisor; no consultant conflicts reported .
- Say-on-Pay: 98.3% approval at FY2025 annual meeting; committee maintained program design .
Risk Indicators & Red Flags
- Hedging, short sales, derivatives, and margin accounts prohibited; pledging prohibited without written CLO approval .
- Double-trigger CIC equity acceleration could amplify executive windfalls in a sale scenario; for Mr. Eltoukhy, accelerated value modeled at $16.94M as of 1/31/2025 .
- No pension/SERP and no CIC excise tax gross-ups (shareholder-friendly) .
- Equity awards are time-based RSUs (no PSUs), reducing direct pay-for-performance linkage on equity; cash bonus metrics retain performance tie (ARR/FCF) .
Investment Implications
- Retention: Extended 4-year RSU vesting and sizable unvested holdings ($17.0M modeled acceleration under CIC; $6.8M from FY2025 grant alone at FY2025 close) indicate strong retention hooks, but quarterly vesting creates ongoing potential supply that may contribute to periodic insider selling pressure absent trading restrictions .
- Alignment: Cash incentives tied to Net New ARR and Adjusted FCF balance growth with cash discipline, while equity is time-based; overall alignment is moderate-to-strong with stock price exposure but lacks explicit long-term PSU performance gates .
- Transaction risk: Double-trigger 100% acceleration elevates deal-related payout sensitivity; combined with high TSR performance since IPO, incentives are supportive of value realization in strategic scenarios .
- Governance quality: Strong policies (clawback, anti-hedging/pledging, no gross-ups) and high shareholder support (98.3% say-on-pay) reduce governance risk around compensation .
Document citations: Numbers in brackets refer to [document_id:chunk_index].