Ann Livermore
About Ann Livermore
Ann M. Livermore (age 66) is an independent director of Samsara Inc. (IOT) and has served on the Board since June 2021; she previously held executive leadership roles at Hewlett-Packard Company (1982–2011) as Executive Vice President, and holds a B.A. in Economics from UNC Chapel Hill and an M.B.A. from Stanford Graduate School of Business . She is currently on the boards of Qualcomm Incorporated and Hewlett Packard Enterprise Company; prior public boards include Hewlett-Packard Company (June 2011–November 2015) and United Parcel Service, Inc. (November 1997–May 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard Company | Executive Vice President (various management/leadership roles) | 1982–Oct 2011 | Senior operating executive; broad technology and operations leadership |
| Hewlett-Packard Company (Board) | Director | Jun 2011–Nov 2015 | Governance oversight at large-cap tech issuer |
| United Parcel Service, Inc. | Director | Nov 1997–May 2023 | Board service at global logistics company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qualcomm Incorporated | Director | Current | Wireless technology company |
| Hewlett Packard Enterprise Company | Director | Current | Enterprise technology solutions |
| Prior public boards | HP (2011–2015), UPS (1997–2023) | Past | Completed service |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; seven of nine directors are independent including Livermore .
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee (effective Nov 3, 2024 transition) .
- Meeting attendance: Board held 4 meetings in FY2025; each director attended at least 75% of Board and committee meetings during their service; audit committee held 5 meetings; compensation committee held 5; nominating & governance held 3 .
- Lead Independent Director: Jonathan Chadwick; independent director executive sessions held periodically without management .
- Overboarding policy: Directors may serve on no more than four additional public company boards without Board approval; audit committee members limited to two other audit committees without approval .
- Hedging/pledging: Prohibited for directors (short sales, derivatives, hedging); pledging only if explicitly approved by Chief Legal Officer .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Cash fees | $56,750 | Prorated for transition off Audit Committee and appointment as Nominating & Governance Chair effective Nov 3, 2024 |
| Equity (RSUs grant-date fair value) | $249,986 | Annual RSU grant value updated to $250,000 under July 2024 policy |
| Total | $306,736 | Sum of cash and equity |
- Outside Director Compensation Policy (updated July 2024): Cash retainers include $40,000 Board member; $12,000 Nominating & Governance Chair ($6,000 member); $20,000 Compensation Chair ($10,000 member); $25,000 Audit Chair ($10,000 member); $20,000 Lead Independent Director; non-executive Chair retainer $50,000 if appointed .
- Equity grants under policy: Annual RSU grant at each annual meeting with grant value $250,000; vest on earlier of 1-year anniversary or day before next annual meeting; initial RSU for new directors $500,000 value vesting over three anniversaries; CY2024 true-up occurred after policy update .
- Director change-in-control: All director equity awards fully vest upon change in control unless otherwise specified .
- Annual FY2025 grant specifics: 5,685 RSUs granted July 10, 2024 at $35.18 per share; true-up of 1,293 RSUs granted Sept 4, 2024 at $38.66 per share to align with updated annual value .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| TSR, revenue, EBITDA, ESG metrics | No | Director equity is time-based RSUs; no performance-based metrics disclosed for directors . |
Other Directorships & Interlocks
- Current public boards: Qualcomm Incorporated; Hewlett Packard Enterprise Company .
- Prior public boards: Hewlett-Packard Company; United Parcel Service, Inc. .
- Internal IOT board interlocks and related party exposure: No related party transactions disclosed involving Livermore; the “Certain Relationships” section lists an aircraft block charter with CEO Biswas; not attributable to Livermore .
- Conflict oversight: As Nominating & Governance Chair, Livermore’s committee reviews potential conflicts of interest and facilitates annual Board/committee performance reviews .
Expertise & Qualifications
- Senior technology operator (HP EVP) with global operations experience; qualifies based on extensive leadership in technology industry and service on multiple public company boards .
- Board skills matrix indicates broad competencies (finance, corporate governance, risk management, technology/innovation, global operations, sales/marketing, human capital), enhancing Board effectiveness at IOT .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A | RSUs Outstanding/Unvested (Director) | Source |
|---|---|---|---|---|
| Apr 15, 2025 | 211,551 | <1% | 31,980 (aggregate director stock awards outstanding) | |
| Jul 29, 2025 (post Form 4 grant) | 237,403 (incl. unvested RSUs) | <1% | +6,371 RSUs granted; vest in full on earlier of 07/29/2026 or day before next annual meeting |
Insider Trades (FY2025)
| Date | Transaction | Quantity | Terms |
|---|---|---|---|
| Jul 29, 2025 | Grant of Class A RSUs | 6,371 | Vest in full on earlier of Jul 29, 2026 or day before next annual meeting; routine director compensation grant (no open-market trade) |
| Jul 10, 2024 | Annual RSU grant (FY2025 comp) | 5,685 | $35.18 close price on grant date; annual award under prior policy |
| Sep 4, 2024 | True-up RSU grant | 1,293 | $38.66 close price; aligns annual value with July 2024 policy update |
Governance Assessment
- Board effectiveness: Livermore chairs the Nominating & Governance Committee and serves on Compensation, contributing to board refresh, evaluations, conflict oversight, and director pay policies; independence affirmed under NYSE rules .
- Attendance and engagement: Meets the company’s attendance expectations; Board and committees active with regular meetings; executive sessions facilitate independent oversight .
- Alignment and incentives: Director pay is equity-heavy (FY2025: $249,986 equity vs $56,750 cash) with time-based vesting; annual grant value now $250,000, promoting long-term alignment; change-in-control full vesting is standard market practice .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Livermore; hedging and pledging prohibited; overboarding policy in place and her external commitments appear within policy limits .
RED FLAGS: None disclosed specific to Livermore (no related-party transactions, no hedging/pledging, independence affirmed, adequate attendance) .