Gary Steele
About Gary Steele
Gary Steele was appointed to Samsara Inc.’s (NYSE: IOT) Board of Directors effective September 1, 2025. He is a veteran software and cybersecurity operator: currently CEO of Shield AI, formerly CEO of Splunk (acquired by Cisco in 2024) and founding CEO of Proofpoint (acquired by Thoma Bravo in 2021). He previously served as President, Go‑to‑Market at Cisco and holds a B.S. in Computer Science from Washington State University .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Shield AI | Chief Executive Officer | Current (appointed prior to IOT board appointment) | Leads defense-tech scale-up; AI and autonomy expertise |
| Cisco | President, Go-to-Market | Led global Sales/Partner/Marketing and Splunk integration | Enterprise GTM integration and operating at scale |
| Splunk | Chief Executive Officer | Former; company acquired by Cisco in 2024 | Drove transformation, AI product innovation, profitability expansion |
| Proofpoint | Founding Chief Executive Officer | Former; company acquired by Thoma Bravo in 2021 | Scaled leading SaaS security provider |
External Roles
| Company | Role | Public/Private | Committee Roles Disclosed |
|---|---|---|---|
| Upwork Inc. | Director | Public | Not disclosed in IOT filings |
Board Governance
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Committee assignments, chair roles, and expertise:
- Samsara has not yet disclosed Gary Steele’s committee assignments. The appointment 8‑K specifies standard board compensation and notes additional compensation would apply if he serves on committees, implying assignments were not set at appointment .
- Current committee compositions as of FY2025 year-end for context: Audit (Chadwick—Chair; Henry; Wagner) , Compensation (Bostrom—Chair; Bluedorn; Livermore) , Nominating & Corporate Governance (Livermore—Chair; Bluedorn; Wagner) .
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Independence status and attendance:
- Steele is a non-employee director; formal independence determination will appear in the next proxy following his appointment. No attendance data yet (joined after FY2025) .
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External director commitments/overboarding:
- Samsara’s guidelines: no more than four additional public boards; CEOs of public companies should hold no more than two additional boards; audit committee service capped at two other audit committees without approval . Steele currently serves on one other public board (Upwork), within policy limits .
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Executive sessions and governance practices:
- Non-employee directors meet in executive sessions led by the Lead Independent Director per NYSE rules and company guidelines .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Board) | $47,500 | Appointment 8-K |
| Lead Independent Director retainer (if applicable) | $20,000 | Outside Director Compensation Policy |
| Committee chair/member retainers | Audit: Chair $25,000 / Member $10,000; Compensation: Chair $20,000 / Member $10,000; Nominating: Chair $12,000 / Member $6,000 | Outside Director Compensation Policy |
| Payment timing | Quarterly in arrears, prorated | Outside Director Compensation Policy |
| Indemnification | Standard form indemnification agreement entered | Appointment 8-K |
Performance Compensation
| Equity Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant on joining | $500,000 | Under policy: vests 1/3 on first quarterly vesting date post-appointment and 1/3 on each of the next two anniversaries, subject to continued service | 8‑K confirms $500k initial award ; vesting per policy |
| Annual RSU grant (at each AGM) | $250,000 | Vests on earlier of first anniversary of grant or day before next AGM, subject to service | Policy |
| Change-of-control treatment | All director equity awards fully vest at change-of-control unless award agreement states otherwise | Policy | |
| Hedging/pledging | Prohibited; pledging only with explicit CLO approval | Insider Trading Policy |
Directors receive time-based RSUs; there are no performance metrics tied to director equity awards in Samsara’s policy .
Other Directorships & Interlocks
| Organization | Relationship | Potential Conflict Considerations |
|---|---|---|
| Upwork Inc. | Current director | No related-party transactions with Samsara disclosed; Item 404(a) representation that Steele has no material interest in related-party transactions |
- Related-party/independence checks:
- No family relationships with IOT executives/directors; no material related-party transactions; customary indemnification agreement executed .
Expertise & Qualifications
- Domain expertise in cybersecurity, enterprise software, AI, and go‑to‑market leadership; scaled multiple SaaS businesses (Proofpoint, Splunk) and led GTM at Cisco .
- Education: B.S., Computer Science, Washington State University .
- AI/ML and data-centric product innovation emphasized in company communications at appointment .
Equity Ownership
- Initial ownership stake will include the $500,000 initial RSU grant upon joining the board; beneficial ownership levels not yet reported in IOT’s last proxy as the appointment post-dates the April 15, 2025 ownership table cutoff .
- Policy prohibits short sales, hedging, and margin accounts; pledging requires pre-approval .
Governance Assessment
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Positive indicators:
- Deep operating experience in security, data, and AI; adds relevant oversight for risk, cybersecurity, and AI strategy .
- Compensation structure aligns with shareholders via time-based equity and standard cash retainers; no special arrangements disclosed .
- No related-party transactions or familial ties; standard indemnification only .
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Watch items:
- Committee assignments not yet disclosed; investors should monitor for audit or compensation committee placements given Steele’s background .
- External commitments: CEO of Shield AI plus Upwork directorship; currently within Samsara’s overboarding limits, but any expansion of board roles should be monitored .
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Overall implication for investor confidence:
- Steele’s appointment signals emphasis on cybersecurity, AI, and enterprise GTM acumen; absence of conflicts and standard pay mechanics support governance quality pending disclosure of committee roles .