Dominic Phillips
About Dominic Phillips
Dominic Phillips is Executive Vice President and Chief Financial Officer of Samsara Inc. (NYSE: IOT). He is 43 years old, has served as CFO since December 2019, and holds a B.S. in Business from Cal Poly San Luis Obispo and an M.B.A. from UC Berkeley’s Haas School of Business . Samsara’s FY 2025 performance included revenue of $1,249.2 million (+33% YoY), ARR approaching $1.5B (+32% YoY), and adjusted free cash flow of $111.5 million; total shareholder return since IPO measured $208.50 in FY 2025 vs $131.62 in FY 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceNow, Inc. | Various finance roles; most recently VP Finance & Head of Corporate Development | 2014–2019 | Senior finance leadership and corporate development responsibilities |
| Morgan Stanley (Technology Investment Banking) | Various roles; most recently Vice President | 2010–2014 | Technology investment banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed in proxies |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $414,688 | $430,487 | $496,203 |
| Target Bonus (% of Salary) | 70% | 70% | 100% (increased for competitiveness) |
| Target Bonus ($) | $290,282 (70% of $414,688) | $297,024 (70% of $424,320) | $500,000 (100% of $500,000 salary target for FY 2025 plan) |
Performance Compensation
| Element | Metric | Weighting | FY 2024 Target | FY 2024 Actual & Payout | FY 2025 Target | FY 2025 Actual & Payout | Vesting/Payment Mechanics |
|---|---|---|---|---|---|---|---|
| Executive Non-Equity Incentive Plan (Cash) | Net new ARR | 75% | Committee-approved quarterly and annual targets | Annual payout 111.9% of target; quarterly capped at 100% with year-end true-up | Committee-approved quarterly and annual targets | Annual payout 88.1% of target; quarterly capped at 100% with year-end calculation | Paid quarterly with year-end true-up structure |
| Executive Non-Equity Incentive Plan (Cash) | Adjusted Free Cash Flow | 25% | Re-forecasted quarterly; committee-approved | Included in 111.9% annual payout | Re-forecasted quarterly; committee-approved | Included in 88.1% annual payout | Paid quarterly with year-end true-up structure |
| FY Cash Paid to Phillips | Cash incentive received | — | $332,370 | $332,370 | $500,000 target | $440,502 | Quarterly payouts plus year-end |
Equity Awards (RSUs)
| Grant Year | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| FY 2025 Annual | 3/6/2024 | 591,715 | $19,733,695 | 16 equal quarterly installments; first vest 3/15/2024 |
| FY 2024 Annual | 3/1/2023 | 419,580 | $6,843,350 | 12 equal quarterly installments; first vest 6/15/2023 |
| FY 2022 Annual | 3/15/2022 | 109,048 (unvested at FY25 YE) | Market value referenced below | 16 equal quarterly installments; first vest 6/15/2022 |
| Legacy (2015 Plan) | 4/15/2021 | 22,604 (Class B RSUs; unvested at FY25 YE) | Market value referenced below | Quarterly installments through 3/15/2025; IPO satisfied performance condition |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 1,124,174 shares of Class A common stock; less than 1% ownership (no Class B) |
| Vested vs unvested (as of FY 2025 YE) | Unvested RSUs: 22,604 (Class B, 2015 plan), 109,048 (FY 2022 grant), 174,826 (FY 2023 grant), 443,787 (FY 2025 grant); market value for 443,787 RSUs was $22,855,031 at $51.50 close on 1/31/2025 |
| Option holdings | No options disclosed for Phillips; outstanding equity is RSUs |
| Pledging/Hedging policy | Hedging prohibited; pledging prohibited unless explicitly approved by Chief Legal Officer; margin accounts prohibited |
| Ownership guidelines | Not disclosed in proxy (no multiple-of-salary guideline referenced) |
Employment Terms
- Employment: At-will per employment letter (no fixed term) .
- Interim Principal Accounting Officer: Phillips assumed interim PAO responsibilities effective April 9, 2025; no new compensatory arrangements .
- Clawback: Executive Compensation Clawback Policy effective Nov 28, 2023, compliant with NYSE/SEC rules; covers cash/equity/severance in prior three fiscal years upon restatement-trigger situations .
Severance and Change-in-Control Economics (Executive Change in Control and Severance Plan)
| Scenario | Cash Severance | Health Coverage | Equity Treatment |
|---|---|---|---|
| Termination without cause (outside CIC) – CFO | Lump sum 50% of annual base salary + 50% of target annual bonus | COBRA premiums for 6 months | Time/service vesting satisfied for upcoming vest dates within same quarter and first quarter post-termination; potential second quarter if post-vest timing applies |
| Double trigger CIC (within 3 months before to 18 months after CIC) – CFO | Lump sum 100% of annual base salary + 100% of target annual bonus | COBRA premiums for 6 months | 100% accelerated vesting of all outstanding equity awards; performance-based awards deemed at 100% of target unless award agreement says otherwise |
| Tax gross-ups | None; 280G cutback to maximize after-tax benefits |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD Millions) | $652.5 [GetFinancials]* | $937.4 | $1,249.2 |
| EBITDA ($USD Millions) | $(250.5) [GetFinancials]* | $(239.2) [GetFinancials]* | $(173.4) [GetFinancials]* |
| Adjusted Free Cash Flow ($USD Millions) | $(110.0) | $27.1 | $111.5 |
| Total Shareholder Return (value of $100 since IPO) | $55.71 | $131.62 | $208.50 |
*Values retrieved from S&P Global.
Compensation Peer Group and Governance Signals
- Peer groups used for benchmarking:
- FY 2025 peer group includes names such as Cloudflare, Datadog, MongoDB, Palantir, Snowflake, UiPath, Zscaler, etc. .
- FY 2026 peer group updated to add Atlassian and remove Bill.com and ZoomInfo to better align with market cap positioning .
- Say-on-Pay approval: 98.3% support in FY 2025 (first say-on-pay vote covered FY 2024 comp) .
- Compensation committee and policies: Independent compensation committee; double-trigger CIC protection; no excise tax gross-ups; clawback policy; prohibitions on hedging/pledging/margin accounts .
Compensation Structure Analysis
- Equity-heavy pay mix with substantial RSU grants; FY 2025 RSU grant to Phillips was $19.7M with four-year vesting, increasing long-term retention incentives versus FY 2024’s three-year vesting framework .
- Target bonus increased from 70% to 100% for FY 2025 to remain competitive; FY 2025 payout was below target at 88.1% reflecting tough growth and cash flow goals versus FY 2024 at 111.9% .
- Governance-friendly features include double-trigger CIC acceleration, no tax gross-ups, and a robust clawback; no PSUs disclosed, implying lower explicit pay-for-TSR linkage but strong ARR/FCF metrics in cash plan .
Risk Indicators & Red Flags
- Hedging and pledging of company stock prohibited; margin accounts prohibited—reduces misalignment risk .
- No related party transactions disclosed for Phillips in available filings; interim PAO designation carried no new compensation .
- Large equity grants increase dilution sensitivity; absence of PSU metrics limits direct linkage to TSR, though cash plan ties to ARR and FCF .
Investment Implications
- Retention risk appears contained: significant four-year RSU grant in FY 2025 and quarterly vest cadence create strong hold-incentives through FY 2028 .
- Compensation alignment: cash bonus tied to net new ARR (75%) and adjusted FCF (25%) aligns CFO incentives with growth and profitability; increase to 100% target bonus elevates at-risk cash exposure .
- Insider selling pressure: quarterly RSU vesting may lead to periodic sales for tax/liquidity, but hedging/pledging prohibitions mitigate leverage-related selling risks; no new comp tied to interim PAO role .
- Change-in-control economics: double-trigger 100% salary+bonus and full equity acceleration would be meaningful; investors should factor potential overhang in M&A scenarios .