Jonathan Chadwick
About Jonathan Chadwick
Jonathan Chadwick (age 59) has served on Samsara’s Board since August 2020 and is the Lead Independent Director and Audit Committee Chair. He is a Chartered Accountant (England) with a B.Sc. in Electrical and Electronic Engineering from the University of Bath, and is designated an “audit committee financial expert.” His background includes CFO/COO roles at VMware and CFO roles at Skype and McAfee, plus senior roles at Microsoft and Cisco, and early career at Coopers & Lybrand (PwC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | CFO, COO, EVP | Nov 2012 – Apr 2016 | Senior financial and operational leadership |
| Skype Communication S.a.r.l. | CFO | Not disclosed | Led finance; continued as Corporate VP at Microsoft post-acquisition |
| Microsoft Corporation | Corporate Vice President | Post Skype acquisition (dates not disclosed) | Post-merger integration, operating leadership |
| McAfee, Inc. | EVP & CFO | Until acquisition by Intel (dates not disclosed) | Led finance through strategic transaction |
| Cisco Systems | Various executive roles | Not disclosed | Broad operating experience |
| Coopers & Lybrand (PwC) | Various roles (US/UK) | Not disclosed | Accounting foundation, Chartered Accountant qualification |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| ServiceNow, Inc. | Director | Current | Public company board service |
| Zoom Video Communications, Inc. | Director | Current | Public company board service |
| Confluent, Inc. | Director | Current | Interlock: Alyssa Henry also serves on Confluent’s board |
| Elastic N.V. | Director | Former | Prior public board |
| Cognizant Technology Solutions Corp. | Director | Former | Prior public board |
| F5 Networks, Inc. | Director | Former | Prior public board |
| Various private companies | Director | Current | Private boards |
Board Governance
- Roles: Lead Independent Director and Audit Committee Chair; Audit Committee membership is Chadwick, Alyssa Henry, and Sue Wagner .
- Independence: Board determined Chadwick is independent under NYSE rules; seven of nine directors are independent .
- Audit Committee: Chadwick is an audit committee financial expert; committee held five meetings in FY2025 and oversees auditor, controls, compliance, risk, and related party transactions .
- Lead Independent Director duties include presiding over meetings without the Chair, acting as liaison between independent directors and management, agenda input, calling executive sessions of independent directors, investor communication availability, and coordinating committee effectiveness assessments .
- Attendance: In FY2025, each director attended at least 75% of Board and applicable committee meetings; the Board held four meetings .
- External commitments: Overboarding policy limits additional boards; audit committee members should not serve on more than two other audit committees without Board approval. The Board reviewed Chadwick’s simultaneous service on audit committees of Samsara and three other public companies and determined it does not impair his effectiveness (approved exception) .
- Executive sessions: Non-employee directors meet periodically in executive sessions led by the Lead Independent Director .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees | $81,400 | Paid/earned; reflects base director retainer, Lead Independent Director retainer, Audit Chair retainer, with timing/proration under updated policy |
| Annual cash policy levels | $40,000 director; $20,000 Lead Independent Director; $25,000 Audit Chair | Policy updated July 2024; cash paid quarterly in arrears |
| Total cash vs equity mix | Cash $81,400; Equity $249,986; Total $331,386 | Mix ~24.6% cash / 75.4% equity (by value) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value per Share | Total Grant Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual RSU award | Jul 10, 2024 | 5,685 RSUs | $35.18 | Part of $249,986 reported | Vests on earlier of first anniversary or day before next annual meeting | Per outside director policy at the time |
| True-up RSU award | Sep 4, 2024 | 1,293 RSUs | $38.66 | Aligns annual equity grant to $250,000 | Same as annual award vesting | Policy updated to $250,000 annual equity grant value |
| Change-in-control vesting | N/A | N/A | N/A | N/A | Director equity fully vests upon change in control (single-trigger) | Governance consideration for investor alignment |
- Compensation consultant: Compensia advised the director compensation policy update in July 2024 .
- Annual director equity grant value: $250,000; initial new director equity grant value: $500,000; annual limit for total director compensation: $750,000 per fiscal year .
- No director options disclosed for Chadwick; stock awards are RSUs (time-based, no performance metric) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks | Chadwick and Alyssa Henry both serve on Confluent’s board (information flow potential) . |
| Audit committee independence | All members independent; audit committee financial experts: Chadwick and Wagner . |
Expertise & Qualifications
- Chartered Accountant; deep finance and audit expertise (audit committee financial expert) .
- Public company leadership, finance, corporate governance, risk management, technology/innovation skills per Board skills matrix .
- Senior operating experience across leading tech firms (VMware, Microsoft, McAfee, Cisco) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned | 366,601 | <1% ownership; held directly or via trusts |
| Class B shares beneficially owned | — | Not applicable for Chadwick |
| Outstanding stock awards (RSUs) as of Feb 1, 2025 | 6,978 | Aggregate shares underlying outstanding stock awards |
| Ownership % and voting power context | Class A outstanding: 299,740,909; Class B outstanding: 269,587,022; Class B has 10 votes/share | Ownership table methodology and dual-class voting structure |
Governance Assessment
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Strengths:
- Independent Lead Director and Audit Chair with audit committee financial expert designation; active oversight evidenced by five audit committee meetings and signed Audit Committee Report .
- Strong attendance and engagement; Board and committees maintained minimum 75% attendance .
- Anti-hedging and anti-pledging policies apply to directors; pledging requires CLO approval, reducing misalignment risks .
- Director compensation balanced toward equity (~75%), aligning interests with shareholders; external consultant used; annual compensation cap .
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Potential Risks / RED FLAGS:
- Overboarding risk: Audit committee service at Samsara plus three other public companies; though the Board explicitly approved an exception under its policy, this remains a workload consideration for audit effectiveness .
- Single-trigger change-in-control vesting for director equity may be perceived as less shareholder-friendly compared to double-trigger structures; accelerates RSU vesting upon change in control regardless of continued service .
-
Conflicts/Related Party:
- No Chadwick-specific related-party transactions disclosed; audit committee (chaired by Chadwick) reviews and approves related party transactions; company disclosed aircraft charter arrangement tied to CEO Biswas with below-market rates and audit oversight framework .
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Attendance and engagement signals:
- Board met four times; audit committee five times; nominating & governance committee three times; executive sessions held periodically under Lead Independent Director, supporting independent oversight .
-
Compensation structure implications:
- Time-based RSUs (no performance metrics) focus on retention and alignment; annual equity increased to $250,000 with true-up grants following policy update; cash retainers reflect leadership roles (Lead Independent Director; Audit Chair) .