Sanjit Biswas
About Sanjit Biswas
Sanjit Biswas is Co-Founder, Chief Executive Officer, and Chair of Samsara Inc. (IOT). He has served as CEO and Chair since February 2015 and is age 43 as of May 30, 2025; he holds a B.S. in Computer Systems Engineering (Stanford) and an S.M. in Electrical Engineering and Computer Science (MIT) . Under his tenure, FY2025 revenue reached $1,249.2 million (+33% YoY), ARR ~$1.458 billion (+32% YoY), and customers over $100k ARR grew 36% to 2,506 . Pay-versus-performance disclosures show a cumulative TSR of $208.50 on a $100 investment from Dec 15, 2021 to FY2025; FY2025 net loss was $154.9 million and adjusted free cash flow was $111.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meraki | Co-founder & CEO | 2006–2012 | Built cloud IT company; led through Cisco acquisition (2012) |
| Cisco Systems | VP & GM | 2012–2015 | Led Meraki integration and business within Cisco |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in proxy for Biswas |
Fixed Compensation
| Metric (FY2025) | Value |
|---|---|
| Base Salary | $50,000 |
| Target Bonus (% of salary) | 100% ($50,000) |
| Actual Bonus Paid | $44,050 |
CEO pay ratio for FY2025: 101:1 (CEO total $19,828,903; median employee $196,900) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Net New ARR | 75% | Not disclosed | Not disclosed | 88.1% of target (annual) | Quarterly payouts capped at 100% for Q1–Q3; year-end true-up |
| Adjusted Free Cash Flow | 25% | Not disclosed | Not disclosed | 88.1% of target (annual) | Quarterly targets re-forecast each quarter |
Say-on-pay approval for FY2024 compensation (held at FY2025 meeting): 98.3% .
Equity Ownership & Alignment
- Hedging/pledging: Prohibited; pledging only with explicit written approval of the Chief Legal Officer; short sales and derivative hedges prohibited .
- Executive compensation clawback policy effective Nov 28, 2023; recoveries up to three completed fiscal years preceding a restatement .
Beneficial Ownership (April 15, 2025)
| Security | Shares Beneficially Owned | Percent |
|---|---|---|
| Class A Common | 1,903,879 | <1% |
| Class B Common | 104,272,528 | 38.1% of Class B |
| Total Voting Power | — | 34.4% |
Note: Class B carries 10 votes per share and is convertible into Class A on a 1:1 basis .
Outstanding Equity at FY2025 Year-End (Unvested RSUs)
| Grant Date | Shares Not Vested | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/15/2022 | 228,596 | 11,772,694 | 16 equal quarterly installments from 6/15/2022 |
| 3/1/2023 | 466,204 | 24,009,506 | 12 quarterly installments from 6/15/2023 |
| 3/6/2024 | 480,769 | 24,759,604 | 16 equal quarterly installments from 6/10/2024 |
FY2025 Equity Grants
| Grant Date | RSUs Granted | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|
| 3/6/2024 | 591,715 | 19,733,695 | 16 equal quarterly vesting from 6/10/2024 |
Stock Options (legacy) — Biswas
| Grant Date | Options Exercisable | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| 5/9/2019 | 1,140,062 | 3.51 | 5/8/2029 | Immediately exercisable; 100% vested |
| 10/15/2020 | 3,051,280 | 7.59 | 10/14/2030 | Immediately exercisable; 100% vested |
FY2025 Vesting Activity
| Metric | Value |
|---|---|
| Shares Acquired on Vesting (RSUs) | 1,088,874 |
| Value Realized on Vesting | $42,885,279 |
Employment Terms
- At-will employment; terms set by employment letter .
- Executive Change in Control and Severance Plan (double-trigger CIC; no excise tax gross-ups) .
Severance Economics (Biswas; assuming event on Jan 31, 2025)
| Scenario | Salary Severance ($) | Bonus Severance ($) | COBRA ($) | Accelerated Vesting ($) |
|---|---|---|---|---|
| Termination without Cause (outside CIC) | 50,000 | 50,000 | 35,461 | 18,121,923 |
| Termination without Cause or Resignation for Good Reason in CIC window (Double Trigger) | 75,000 | 75,000 | 35,461 | 60,541,804 |
Additional terms: Outside CIC, RSUs vest through current quarter and next quarter (or the second next quarter if the termination is after the quarter’s vest date) . In CIC double-trigger, 100% acceleration of outstanding equity; performance-based awards at 100% of target unless otherwise specified . No tax gross-ups; cutback to avoid excise tax if beneficial .
Board Governance
- Board Service: Director since 2015; CEO & Chair since 2015 .
- Independence: Board has seven of nine directors independent under NYSE rules; Biswas is not independent (executive) .
- Lead Independent Director: Jonathan Chadwick; responsibilities include presiding over executive sessions, agenda input, liaison with management, investor communication, and committee structure assessment .
- Committees: Biswas is not a committee member; Audit (Chadwick—Chair, Henry, Wagner), Compensation (Bostrom—Chair, Bluedorn, Livermore), Nominating & Corporate Governance (Livermore—Chair, Bluedorn, Wagner) .
- Meeting Attendance: In FY2025, Board held 4 meetings; each director attended ≥75% of aggregate Board and committee meetings; six directors attended the annual meeting .
- Executive Sessions: Non-employee (and independent) directors meet periodically in executive session led by the LID .
- Director compensation: Employees (Biswas) receive no additional director pay .
Dual-role implications: CEO also serves as Chair; governance mitigants include majority independent board and a robust Lead Independent Director role with defined duties .
Director Compensation (for Biswas as director)
| Item | Detail |
|---|---|
| Additional director compensation | None (employee director) |
Compensation Peer Group
FY2025 peer group used for benchmarking includes Cloudflare, Datadog, Confluent, CrowdStrike, MongoDB, Okta, Snowflake, GitLab, Toast, UiPath, Unity, Veeva, DocuSign, Dynatrace, Procore, Zscaler, Palantir, ZoomInfo . FY2026 peer group revised to add Atlassian and remove Bill.com and ZoomInfo to align market cap positioning .
Multi-year CEO Compensation
| Metric ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 51,522 | 50,561 | 49,621 |
| Stock Awards | 10,014,303 | 18,248,949 | 19,733,695 |
| Non-Equity Incentive Plan Compensation | 47,601 | 55,950 | 44,050 |
| All Other Compensation | 2,120 | 1,533 | 1,536 |
| Total | 10,115,546 | 18,356,993 | 19,828,903 |
Pay Versus Performance (FY2025 snapshot)
| Metric | FY2025 |
|---|---|
| PEO CAP (Compensation Actually Paid) | $51,975,801 |
| TSR (Value of initial $100) | $208.50 |
| Net Loss ($K) | ($154,907) |
| Adjusted Free Cash Flow ($K) | $111,482 |
Related Party Transactions and Policies
- Related party policies and procedures; indemnification and liability limitations referenced in proxy table of contents . No executive-specific related party disclosures for Biswas were highlighted in the XBRL chunks read.
- Insider Trading Policy prohibits short sales, hedging transactions, margin accounts; pledging requires written approval .
Risk Indicators & Red Flags
- No tax gross-ups in severance (shareholder-friendly) .
- Clawback policy in place per NYSE/SEC (alignment with investor expectations) .
- Large, ongoing quarterly RSU vesting cadence (potential supply overhang, typical for growth software firms) supported by FY2025 vesting volume of 1.09 million shares valued at $42.9 million . Hedging/pledging prohibitions reduce misalignment risk .
Investment Implications
- Alignment: Minimal cash pay ($50k salary; 100% bonus on a small base) and heavy equity emphasis, with cash incentives tied to net new ARR (75%) and adjusted FCF (25%), supports pay-for-performance and growth plus efficiency focus . The FY2025 payout at 88.1% reflects disciplined target setting and outcome linkage .
- Retention risk: Extended RSU vesting (4 years, 16 quarters for VP+ starting FY2025) improves retention; significant unvested holdings for Biswas create long-term alignment but imply continued quarterly settlement supply .
- Control and governance: Dual-class structure with 34.4% total voting power and CEO-Chair dual role concentrates influence; mitigated by majority independent board and a strong Lead Independent Director with defined responsibilities .
- Change-in-control economics: Double-trigger CIC grants 100% equity acceleration and 1.5x salary+bonus cash, which could be value-sensitive in M&A scenarios; absence of excise tax gross-ups is favorable .
- Signal quality: Strong TSR since listing and FY2025 operational momentum (ARR +32%, FCF improvement) alongside the say-on-pay approval (98.3%) suggest investor support for compensation design and execution .