Alyssa Henry
About Alyssa Henry
Alyssa Henry (age 54) is an independent director of Samsara Inc. (IOT), appointed effective August 1, 2024. She is the former CEO of Square at Block, with prior senior roles at Amazon Web Services and Microsoft, and holds a B.S. in Mathematics and Applied Science (Computing specialization) from UCLA. She currently serves on IOT’s Audit Committee and has been determined independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Block, Inc. (Square) | CEO, Square | Feb 2023 – Oct 2023 | Led Square business; prior leadership roles included Square Lead and Block Infrastructure & Information Security Lead (Dec 2021–Feb 2023) and Seller Lead (2014–Dec 2021) |
| Amazon.com, Inc. | VP, AWS Storage Services | 2006 – 2014 | Senior leadership in cloud infrastructure |
| Microsoft Corporation | Engineering, program management, and product unit management roles | ~12 years | Various technical and leadership roles |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Intel Corporation | Director | Current | Public company directorship |
| Confluent, Inc. | Director | Current | Public company directorship; shared board with IOT director Jonathan Chadwick (interlock) |
| Unity Software, Inc. | Director | Former (Dec 2018 – Nov 2022) | Prior public company directorship |
Board Governance
- Independence: Board determined Ms. Henry is independent (seven of nine directors independent).
- Committee assignment: Audit Committee member; appointment effective November 3, 2024; current audit members are Chadwick (Chair), Henry, and Wagner. The Audit Committee held five meetings in FY2025.
- Attendance: During FY2025, every director attended at least 75% of Board and committee meetings held during their service periods.
- Executive sessions: Non‑employee directors meet in periodic executive sessions led by the Lead Independent Director.
- Overboarding policy: Directors generally limited to no more than four additional public company boards; audit committee members are subject to stricter limits; exceptions must be approved by the Board. Ms. Henry’s current external public boards (Intel, Confluent) keep her within policy.
Fixed Compensation
Outside Director Compensation Policy (effective July 2024):
| Component | Annual Amount |
|---|---|
| Board retainer (non‑employee director) | $40,000 |
| Lead Independent Director retainer | $20,000 |
| Audit Committee: Chair / Member | $25,000 / $10,000 |
| Compensation Committee: Chair / Member | $20,000 / $10,000 |
| Nominating & Gov. Committee: Chair / Member | $12,000 / $6,000 |
| Annual equity grant (continuing directors) | $250,000 grant value (RSUs) |
| Initial equity grant (new directors) | $500,000 grant value (RSUs) |
| Annual cap (cash + equity) | $750,000 per fiscal year |
FY2025 Director Compensation – Alyssa Henry:
| Item | Amount |
|---|---|
| Fees Paid or Earned in Cash | $22,500 (pro‑rated; joined Aug 1, 2024; audit committee from Nov 3, 2024) |
| Stock Awards (grant‑date fair value) | $500,009 |
Performance Compensation
Director equity is time‑based (not performance‑metric based); vesting aligns directors with shareholders and supports retention.
Grants and Vesting:
| Grant Type | Grant Date | Shares/Value | Vesting Terms |
|---|---|---|---|
| Initial RSU (new director) | Aug 5, 2024 | 14,061 RSUs; grant‑date price $35.56; total fair value aligned to $500,000 policy target | 1/3 on the first quarterly vesting date after becoming a director; 1/3 on each of the next two anniversaries, subject to service |
| Annual RSU (continuing director) | At annual meeting | Policy target $250,000 grant value (shares rounded) | Vests on the earlier of one year from grant or the day before the next annual meeting, subject to service |
Change‑in‑Control (CIC) Terms (Non‑Employee Directors):
- Upon a change in control, all director equity awards fully vest and, if applicable, become immediately exercisable unless otherwise provided in award agreements (single‑trigger CIC vesting for directors).
Other Directorships & Interlocks
- Current public boards: Intel; Confluent. Prior: Unity.
- Interlock: Jonathan Chadwick (IOT Lead Independent Director) also serves on Confluent’s board, creating an external board interlock (potential information flow linkage; no related‑party transaction disclosed).
Expertise & Qualifications
- Senior operating experience at scale in fintech/payments (CEO of Square at Block) and cloud infrastructure (AWS Storage), with deep technical and product management background from Microsoft.
- Education in mathematics/applied science with computing specialization (UCLA).
- Audit Committee service at IOT; signed the Audit Committee Report, evidencing engagement in financial oversight.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 4,686 shares of Class A common stock (<1%) |
| Outstanding director equity (as of Feb 1, 2025) | 9,375 shares underlying outstanding stock awards |
| Hedging/Pledging policy | Directors are prohibited from short sales, hedging transactions, and pledging IOT securities without written approval; margin accounts prohibited. |
Insider Transactions (Selected):
| Date | Type | Shares | Source |
|---|---|---|---|
| Aug 5, 2024 | Initial RSU grant upon appointment | 14,061 | Proxy disclosure confirms initial grant and terms |
| Jul 29, 2025 | Annual RSU grant (Stock Award at $0.00 price per Form 4) | 6,371 | SEC Form 4 (filed Jul 31, 2025) and third‑party summaries |
Related‑Party Transactions:
- No transactions involving Ms. Henry were disclosed in the company’s related‑party section.
Governance Assessment
-
Strengths:
- Independent director with recent CEO/line‑of‑business leadership and cloud infrastructure expertise; adds operating, security and product acumen to Audit Committee oversight.
- Clear independence determination; no related‑party transactions involving Ms. Henry disclosed.
- Compensation aligned with market and shareholder interests: modest cash retainers, equity‑heavy mix with multi‑year vesting; director equity fully vests upon CIC for continuity.
- Board‑wide attendance at or above 75%; Audit Committee active (five meetings).
- Company prohibits hedging/pledging; maintains strong governance infrastructure (executive clawback, independent compensation advisor, etc.).
-
Watch‑items / potential RED FLAGS:
- External board interlock: Ms. Henry and Lead Independent Director Jonathan Chadwick both serve on Confluent’s board—this can be a conduit for information flow; monitor for any perceived conflicts if Confluent becomes a customer/partner/competitor nexus, though no related‑party dealings are disclosed.
- Overboarding risk appears low under IOT’s policy (limit is four additional boards), but continued monitoring is prudent given her service on two other public boards alongside IOT and Audit Committee workload.
-
Shareholder sentiment signal:
- Say‑on‑Pay support was approximately 98.3% at IOT’s FY2024 annual meeting, reflecting strong investor confidence in compensation governance (contextual to company governance climate).