Sue Wagner
About Sue Wagner
Sue Wagner, age 64, is an independent director of Samsara (IOT) and a co‑founder of BlackRock, where she served as Vice Chairman, Chief Operating Officer, Head of Corporate Strategy, sat on the Global Executive and Operating Committees, and led the alternative investments and international client businesses until her retirement in July 2012 . She has served on Samsara’s Board since November 2020, is designated an Audit Committee financial expert, and is independent under NYSE rules . Wagner holds a B.A. in English and Economics from Wellesley College and an MBA in Finance from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Co‑founder; Vice Chairman; COO; Head of Corporate Strategy; member, Global Executive Committee and Global Operating Committee; led alternative investments and international client businesses | Until retirement in July 2012 | Senior operating and strategy leadership at a large multinational public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BlackRock, Inc. | Director | Current | Public company board |
| Apple Inc. | Director | Current | Public company board |
| Color Health | Director | Current | Private company board |
| Swiss Re Ltd. | Director | April 2014 – April 2023 | Public company board (prior) |
Board Governance
- Independence: Independent director under NYSE standards .
- Board tenure: Director since November 2020 .
- Committees: Audit Committee (member; Audit Committee Financial Expert); Nominating & Corporate Governance Committee (member; transitioned from chair to member effective Nov 3, 2024) .
- Attendance: Board held 4 meetings in FY2025; all directors attended at least 75% of board and applicable committee meetings; Audit Committee held 5 meetings; Nominating & Governance held 3 meetings .
- Lead Independent Director: Jonathan Chadwick (not Wagner) .
- Executive sessions: Non‑employee directors meet in executive session periodically per corporate governance guidelines .
Fixed Compensation (Director)
| Item | FY2025 Amount/Policy | Notes |
|---|---|---|
| Cash fees paid | $57,000 | Reflects base and committee retainers; amount prorated due to her transition from chair to member of Nominating & Governance effective Nov 3, 2024 . |
| Policy – Annual cash retainer | $40,000 | For each non‑employee director . |
| Policy – Audit Committee member fee | $10,000 | Member retainer; chair retainer $25,000 . |
| Policy – Nominating & Governance Committee member fee | $6,000 | Member retainer; chair retainer $12,000 . |
| Policy – Lead Independent Director | $20,000 | Not applicable to Wagner . |
Performance Compensation (Director)
| Award/Term | Grant Date | Shares / Value | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | July 10, 2024 | 5,685 RSUs at $35.18; annual grant value target $250,000 | Vests on earlier of first anniversary or day before next annual stockholder meeting, subject to continued service . |
| True‑up RSU grant (policy update) | Sept 4, 2024 | 1,293 RSUs at $38.66 | Aligns FY2025 annual equity to updated $250,000 policy approved post annual meeting . |
| Change‑in‑control treatment | — | — | Upon a change in control, all non‑employee director equity awards fully vest unless an award agreement provides otherwise . |
No performance‑conditioned (PSU/option) director awards or director performance metrics were disclosed for non‑employee directors; equity is time‑based RSUs under the policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | BlackRock; Apple |
| Prior public company boards | Swiss Re (2014–2023) |
| Committee roles at other companies | Not specified in IOT proxy |
| Related‑party transactions | No transactions involving Wagner disclosed; related‑party section discusses other items (e.g., aircraft agreement, investors’ rights) without mention of Wagner . |
| Overboarding policy | Samsara limits directors to no more than four additional public company boards without approval; audit committee limits also described; Board considers exceptions case‑by‑case . |
Expertise & Qualifications
- BlackRock co‑founder with significant operating, strategy, and global business experience; prior COO of a large multinational public company .
- Designated Audit Committee Financial Expert under Item 407(d) of Regulation S‑K .
- Education: B.A. Wellesley (English & Economics); MBA University of Chicago (Finance) .
- Board skills matrix identifies core skills across finance, corporate governance, risk management, technology/innovation and global operations among directors (Wagner included) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership – Class A shares | 439,063 (<1%) |
| Class B ownership | Not disclosed for Wagner (none shown in table) |
| Outstanding stock awards (director) | 6,978 shares underlying outstanding stock awards as of Feb 1, 2025 |
| Hedging/pledging | Company policy prohibits hedging and prohibits pledging without written approval; margins prohibited |
Governance Assessment
- Strengths for investor confidence: independent director with deep financial and global operating experience; designated Audit Committee Financial Expert; active service on Audit and Nominating & Governance committees; all directors met at least 75% attendance; robust anti‑hedging/pledging policy; independent compensation consultant supports governance processes .
- Compensation alignment: director pay mix is primarily equity (time‑based RSUs) with market‑aligned annual value ($250,000) and reasonable cash retainers; total FY2025 director compensation for Wagner was $306,986 (cash $57,000; equity $249,986) .
- Ownership alignment: Wagner beneficially owns 439,063 Class A shares (<1%); outstanding director stock awards of 6,978 shares indicate ongoing alignment through equity .
- Potential watch items: director equity fully accelerates on single‑trigger change‑in‑control (common but some investors prefer double‑trigger); multiple outside public boards are permitted by policy with limits—her current disclosed public boards (BlackRock, Apple) appear within policy bounds and exceptions are reviewed by the Board if needed .
- No conflicts observed: proxy discloses no related‑party transactions involving Wagner; independence affirmed by the Board .
- Broader governance signal: Say‑on‑pay support was ~98.3% at the prior annual meeting, indicating strong shareholder backing of compensation governance (contextual indicator of board effectiveness) .