John Bicket
About John Bicket
Co‑founder and Chief Technology Officer of Samsara (IOT), serving since February 2015 and as a director since 2015; age 45. He holds a B.S. in Computer Science from Cornell University and an S.M. in Computer Science from MIT . Company performance during his tenure includes FY2025 total revenue of $1,249.2 million (+33% YoY) and ARR near $1.5 billion (+32% YoY), with 2,506 customers over $100k ARR (+36% YoY) . Since the December 15, 2021 NYSE listing, IOT’s TSR reached $208.50 by FY2025; pay‑versus‑performance disclosures highlight adjusted free cash flow and net new ARR as the principal incentive metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meraki (acquired by Cisco) | CTO & Co‑founder | 2006–2012 | Meraki was acquired by Cisco in 2012; he subsequently held senior engineering leadership at Cisco . |
| Cisco Systems | Vice President of Engineering | 2012–2015 | Post‑acquisition leadership in engineering at Cisco . |
External Roles
No other public company board roles disclosed for Bicket in the proxy materials .
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 51,183 | 50,616 | 49,621 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 47,601 | 55,950 | 44,050 |
Performance Compensation
Annual Cash Incentive (Executive Non‑Equity Incentive Plan)
| Metric | Weighting | Target Setting | FY2025 Actual | Payout Mechanics | FY2025 Payout for Bicket |
|---|---|---|---|---|---|
| Net New Annual Recurring Revenue | 75% | Annual plan approved by Board | Company‑level achievement aggregated each quarter/year | 80–110% achievement yields 50–150% payout; quarterly caps at 100% with year‑end true‑up | $44,050 (88.1% of $50,000 target) |
Equity Awards (RSUs)
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value ($) | Closing Price on Grant Date ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 3/6/2024 | RSUs | 162,721 | 5,426,745 | 33.35 | 16 equal quarterly installments; first vest 6/10/2024, subject to continued service |
Options
| Grant Date | Type | Shares | Exercise Price ($) | Expiration | Vesting/Status |
|---|---|---|---|---|---|
| 5/9/2019 | Stock Option | 570,031 | 3.51 | 5/8/2029 | Immediately exercisable and 100% vested |
Outstanding Equity at FY2025 Year‑End (Unvested)
| Award | Unvested Shares (2/1/2025) | Market Value ($) |
|---|---|---|
| RSUs granted 3/15/2022 (16 quarterly installments from 6/15/2022) | 69,519 | 3,580,229 |
| RSUs granted 3/1/2023 (12 quarterly installments from 6/15/2023) | 100,525 | 5,177,038 |
| RSUs granted 3/6/2024 (16 quarterly installments from 6/10/2024) | 132,211 | 6,808,867 |
Equity Ownership & Alignment
| Holding Category | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Beneficial Ownership (as of 4/15/2025) | 1,192,815 | 101,137,974 | 33.7% |
- Footnote details: includes 1,172,745 Class A shares held directly/through trusts, 20,070 Class A RSUs vesting within 60 days, 100,567,943 Class B shares held directly/through trusts, and 570,031 Class B options exercisable within 60 days (fully vested) .
- Hedging and pledging are prohibited (short sales, derivatives, hedging; pledging only if explicitly approved in writing by CLO) .
- Insider trading policy and equity grant timing practices are formalized; annual grants approved post Q4 results with fixed timing to avoid MNPI issues .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | At‑will; employment letters for NEOs; no fixed term . |
| Clawback | Executive Compensation Clawback Policy effective 11/28/2023; recovery of cash/equity/severance for accounting restatements per SEC/NYSE rules . |
| Change‑in‑Control (CIC) | Double trigger; for non‑CEO NEOs (incl. CTO): 100% of base salary + 100% target bonus; 6 months COBRA; 100% acceleration of equity; performance awards deemed at 100% of target unless award agreements specify otherwise; no excise tax gross‑ups (best‑net cutback applies) . |
| Severance (Non‑CIC) | For non‑CEO NEOs: 50% base salary + 50% target bonus; 6 months COBRA; limited vesting catch‑up for near‑term vest dates per plan . |
Potential Payments (Assuming Event on 1/31/2025)
| Scenario | Salary Severance ($) | Bonus Severance ($) | COBRA ($) | Accelerated Vesting ($) |
|---|---|---|---|---|
| Termination Without Cause (Non‑CIC) | 25,000 | 25,000 | 17,592 | 4,280,320 |
| Termination Without Cause or Good Reason (CIC; Double Trigger) | 50,000 | 50,000 | 17,592 | 15,566,133 |
Board Governance
- Board service: Director since 2015; currently one of nine directors; not independent (Board has seven independent directors; the two non‑independent are the co‑founders/management) .
- Committee roles: Bicket is not listed on audit, compensation, or nominating & governance committees; current committee memberships are Audit (Chadwick‑Chair, Henry, Wagner), Compensation (Bostrom‑Chair, Bluedorn, Livermore), Nominating & Governance (Livermore‑Chair, Bluedorn, Wagner) .
- Board leadership: CEO Sanjit Biswas serves as Chair; Jonathan Chadwick is Lead Independent Director with defined responsibilities for agendas, executive sessions, and shareholder engagement .
- Attendance: Board held four meetings in FY2025; each director attended at least 75% of Board/committee meetings; six directors attended the FY2025 annual meeting .
- Executive sessions: Non‑employee directors meet periodically in executive session led by the Lead Independent Director .
- Director compensation: Employee directors (Biswas, Bicket) receive no director fees; non‑employee director retainers—$40k Board, $20k Lead Independent, $25k/$10k Audit Chair/member, $20k/$10k Comp Chair/member, $12k/$6k Nominating Chair/member; annual RSU grant value $250k; initial RSU $500k; change‑in‑control accelerates all director equity .
Director Compensation (Bicket as Director)
Bicket received no additional director compensation in FY2025 given his executive status; non‑employee director compensation is detailed above .
Compensation Structure Analysis
- Minimal fixed pay for co‑founders: CEO and CTO voluntarily maintain $50,000 base salaries; high equity mix aligns outcomes with shareholder value .
- Equity vesting extended: In FY2025, RSU vesting for VP+ moved from 3 to 4 years (16 quarterly installments), increasing retentive hold and long‑term alignment .
- Incentive metrics: Plan focuses on growth and efficiency via net new ARR (75%) and adjusted free cash flow (25%); FY2025 payout was 88.1% of target .
- Governance safeguards: Double‑trigger CIC, clawback policy, no excise tax gross‑ups, and prohibitions on hedging/pledging mitigate misalignment and risk .
Company Performance (context for pay‑for‑performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 652,545,000 | 937,385,000 | 1,249,199,000 |
| EBITDA ($) | -250,531,000* | -239,194,000* | -173,446,000* |
Values retrieved from S&P Global.*
Equity Ownership & Alignment Details
- Vested vs. unvested equity at FY2025 year‑end shown above; option holdings are fully vested with low strike ($3.51), implying substantial in‑the‑money leverage and potential monetization flexibility .
- Insider trading/pledging policy: prohibits hedging and pledging (unless approved) and short‑sales/derivatives; formal insider trading policy filed with the 10‑K .
- Beneficial ownership conveys significant voting control (33.7%), supporting strategic influence but raising entrenchment considerations balanced by majority independent board and Lead Independent Director structure .
Say‑on‑Pay & Compensation Peer Group
- Say‑on‑Pay: First advisory vote at FY2025 annual meeting (covering FY2024 compensation) received ~98.3% support; committee maintained approach thereafter .
- Peer groups: FY2025 peers included Cloudflare, Datadog, CrowdStrike, Snowflake, Palantir, etc.; FY2026 peers added Atlassian and removed Bill.com and ZoomInfo to reposition vs. market cap median .
Investment Implications
- Alignment and retention: A minimal base salary with predominant RSUs and extended four‑year vesting promotes retention and long‑term alignment; quarterly vesting creates an ongoing cadence of potential Form 4 transactions (monitor for sales around vest dates and tax withholdings) .
- Governance risk mitigants: Double‑trigger CIC, robust clawback, and prohibitions on hedging/pledging reduce misalignment; no excise tax gross‑ups and limited perquisites are shareholder‑friendly .
- Control dynamics: Bicket’s 33.7% voting power and co‑founder role, alongside CEO/Chair dual role, necessitate strong independent oversight; presence of a Lead Independent Director and majority independent board partially mitigates dual‑role concerns .
- Performance linkage: Incentive metrics tied to ARR growth and adjusted FCF directly link pay to growth and cash efficiency; continuation of high say‑on‑pay support suggests investor acceptance of the program design .
- Monitoring: Recent Form 4 data could better quantify near‑term selling pressure, but access constraints prevented retrieval here; consider ongoing monitoring of insider transactions to assess net share accumulation vs. disposition.
References: