Marc Andreessen
About Marc Andreessen
Marc Andreessen (age 53 as of May 30, 2025) is an independent director of Samsara Inc. (IOT) who has served on the board since May 2015. He is co‑founder and General Partner of Andreessen Horowitz (since July 2009), and previously co‑founded Netscape, served as CTO of AOL, and chaired Opsware (formerly Loudcloud). He holds a B.S. in computer science from the University of Illinois Urbana‑Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andreessen Horowitz | Co‑founder, General Partner | Since July 2009 | Venture capital leadership |
| Netscape Communications | Co‑founder; CTO; EVP of Products | Not disclosed | Internet/software leadership |
| America Online (AOL) | Chief Technology Officer | Not disclosed | Technology leadership |
| Opsware (Loudcloud) | Co‑founder; Chairman of the Board | Not disclosed | Enterprise software operations |
External Roles
| Company | Role | Status |
|---|---|---|
| Meta Platforms, Inc. | Director | Current |
| Coinbase Global, Inc. | Director | Current |
| eBay Inc. | Director | Prior |
| Hewlett‑Packard Company | Director | Prior |
| Hewlett Packard Enterprise Company | Director | Prior |
| Several private companies | Director | Current |
Board Governance
- Independence and tenure: The Board determined Andreessen is independent under NYSE rules; he has served since 2015 .
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance (NCG) committees. FY2025 committee members were: Audit—Jonathan Chadwick (Chair), Alyssa Henry, Sue Wagner; Compensation—Sue Bostrom (Chair), Todd Bluedorn, Ann Livermore; NCG—Ann Livermore (Chair), Todd Bluedorn, Sue Wagner .
- Attendance and engagement: In FY2025 the Board met 4 times; each director attended at least 75% of Board and applicable committee meetings (Audit held 5, Compensation 5, NCG 3 meetings). Independent directors meet in executive session periodically, led by the Lead Independent Director (Jonathan Chadwick) .
- Overboarding policy: Directors may serve on no more than four additional public boards without Board approval; audit committee members generally may not serve on >2 other audit committees absent Board determination. Andreessen’s disclosed public boards (IOT, Meta, Coinbase) are within policy limits .
- Hedging/pledging policy: Directors are prohibited from hedging and from pledging company stock unless explicitly approved by the Chief Legal Officer .
Fixed Compensation
| Component | Policy Amount (for non‑employee directors) | Andreessen FY2025 Actual |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | $0 (declined) |
| Lead Independent Director retainer | $20,000 | N/A |
| Audit Committee: Chair / Member | $25,000 / $10,000 | N/A (not a member) |
| Compensation Committee: Chair / Member | $20,000 / $10,000 | N/A (not a member) |
| NCG Committee: Chair / Member | $12,000 / $6,000 | N/A (not a member) |
| Total cash fees (FY2025) | — | $0 (declined) |
- Director compensation policy last updated July 2024 with Compensia’s input; paid quarterly in arrears .
Performance Compensation
| Equity Element | Policy Details | Andreessen FY2025 |
|---|---|---|
| Initial RSU grant for new directors | $500,000 grant‑value; vests 1/3 on first quarterly vest date, then 1/3 on each of next two anniversaries, subject to service | Not applicable in FY2025 |
| Annual RSU grant | $250,000 grant‑value at each annual meeting; vests by next annual meeting or one year, subject to service | $0 equity (declined all compensation) |
| FY2025 “true‑up” for policy change | 1,293 RSUs granted to other directors (ex‑Andreessen, Henry) on Sep 4, 2024 to align to $250,000 annual value | Not applicable (declined) |
| Change‑in‑control | All director equity fully vests on CIC unless otherwise specified | No director equity for Andreessen in FY2025 |
No performance‑conditioned metrics apply to non‑employee director pay; director equity is time‑based RSUs; Andreessen declined all director compensation for FY2025 .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | Meta Platforms, Coinbase Global |
| Compensation committee interlocks | None disclosed; no IOT executive served on the board/compensation committee of a company whose executive served on IOT’s Board/Comp Committee in FY2025 |
| Audit committee overboarding check | Board evaluates exceptions; no impairment noted for listed members; Andreessen is not on the audit committee |
Expertise & Qualifications
- Board skills matrix credits Andreessen with: Public Company Leadership, Finance, Corporate Governance, Risk Management, Technology & Innovation, Global Business & Operations, and Product Management & Engineering .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Percent of Total Voting Power |
|---|---|---|---|---|---|
| Marc Andreessen (incl. affiliated entities) | 5,744,509 | 1.9% | 47,885,375 | 17.8% | 16.2% |
Notes:
- Class B shares carry 10 votes per share and are convertible 1:1 into Class A; voting power is computed on combined classes .
- Class A holdings include 1,748,857 shares held by the LAMA Community Trust (Andreessen and spouse as trustees). Entities affiliated with Andreessen Horowitz hold the Class B position; Andreessen and Benjamin Horowitz are managing members of the relevant general partners and may be deemed to share voting/dispositive power over those shares .
- Outstanding director equity awards as of Feb 1, 2025: Andreessen —; he had no outstanding director stock awards (declined compensation) .
- Pledging/hedging: Company policy prohibits hedging and pledging without CLO approval; no pledging by Andreessen is disclosed .
Governance Assessment
- Alignment and incentives: Andreessen declined all FY2025 director compensation (cash and equity), which minimizes compensation‑related conflicts and indicates low direct pay influence. He nevertheless has substantial “skin in the game” through affiliated ownership representing 16.2% of total voting power, aligning interests but concentrating influence .
- Independence and engagement: The Board affirmatively determined he is independent; each director met the ≥75% attendance threshold. He holds no standing committee seats, reducing committee‑level influence but also limiting potential conflicts tied to oversight roles .
- Potential conflicts/related‑party exposure: Entities affiliated with Andreessen Horowitz are significant shareholders (17.8% of Class B; 16.1% voting power). The company’s investors’ rights agreement includes AH entities (registration rights), a standard arrangement but one that could present perceived conflicts on capital market matters; the Board considered such relationships in its independence determination .
- Policies and safeguards: Hedging/pledging prohibitions, independent compensation consultant (Compensia), executive compensation clawback, and regular executive sessions support governance quality. Prior Say‑on‑Pay support was strong at ~98.3%, indicating broad shareholder confidence in compensation governance (for executives) .
- RED FLAGS to monitor:
- Concentrated ownership and voting power via affiliated funds may influence governance outcomes despite formal independence .
- Single‑trigger vesting on change‑in‑control for director equity could be shareholder‑unfriendly in some frameworks, though Andreessen declined equity in FY2025 .
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