Frank Slootman
SnowflakeAbout Frank Slootman
Frank Slootman, age 66, is Chairman of Snowflake’s board, a director since April 2019 and Chairman since December 2019; he served as CEO from April 2019 to February 2024. He holds undergraduate and graduate degrees in Economics from Erasmus University Rotterdam (Netherlands School of Economics). His tenure on Snowflake’s board is ~6 years as of the 2025 proxy, reflecting deep operating experience scaling software companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snowflake Inc. | Chief Executive Officer; Chairman | CEO: Apr 2019–Feb 2024; Chairman: Dec 2019–present | Led IPO-era scaling; continues as strategic Chair |
| ServiceNow, Inc. | President & CEO; Director; later Chairman | May 2011–Apr 2017 (CEO & director); Chairman Oct 2016–Jun 2018 | Scaled enterprise cloud; governance leadership as Chair |
| EMC Corporation (acquired by Dell) | President, Backup Recovery Systems Division; Advisor | Jul 2009–Jan 2011 (President); Advisor Jan 2011–Feb 2012 | Business line leadership in storage infrastructure |
| Data Domain Corporation | President & CEO | Jul 2003–Jul 2009 | Led to sale to EMC; category leadership in data storage |
| Greylock Partners | Partner | Jan 2011–Apr 2011 | Investor perspective in enterprise tech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maplebear Inc. (Instacart) | Director | Current (as of 2025 proxy) | Active public company directorship |
| Pure Storage, Inc. | Director | May 2014–Feb 2020 | Prior public company directorship |
| Imperva, Inc. | Director | Aug 2011–Mar 2016 | Prior public company directorship |
Board Governance
- Independence status: Not independent (former CEO); board determined independence for all directors except Burton, Dageville, Ramaswamy, and Slootman.
- Role: Chairman of the Board; no standing committee memberships listed. Lead Independent Director is Michael L. Speiser.
- Attendance: Board met 5 times in FY2025; each director attended at least 75% of aggregate board and committee meetings. Independent directors held 3 executive sessions; non‑employee directors held 2, presided by the Lead Independent Director.
- Committee structure: Audit (Chair Garrett), Compensation (Chair Ullal), Nominating & Governance (Chair Speiser), Cybersecurity (Chair McLaughlin). Slootman is not shown as a member.
- Declassification signal: Board is asking shareholders to declassify the board over three years, fully annual by 2028—responsive to a non‑binding 2024 proposal.
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Director fees (cash) | $0 | He forgoes all non‑employee director compensation while his employee equity continues to vest due to continuous service as director. |
| Director equity (annual RSUs) | $0 | No RSUs under director policy while employee awards vest. |
| Executive salary (FY2025) | $44,262 | Partial-year salary before CEO resignation (Feb 2024). |
Performance Compensation
| Component | FY2025 | Metrics/Terms |
|---|---|---|
| Executive bonus | $0 | He was not eligible for quarterly cash bonuses in FY2025. |
| Executive stock awards (grants in FY2025) | $0 | No new stock awards reported for him in FY2025. |
| Vesting/realization | 77,658 shares vested; 800,000 options exercised, $147,005,175 value realized on exercise; $11,495,287 value realized on vesting | Realization values reflect share price at vest/exercise, not grants. |
Performance plan architecture (context for alignment, even though Slootman was not FY2025 bonus-eligible):
- Quarterly product revenue funds bonus pool; “gate” metrics required to fund >100%: Non‑GAAP Product Gross Margin, Non‑GAAP Operating Margin, and QoQ Stable Edges Growth. Funding capped at 110%.
- FY2025 attainment by quarter (older→newer):
| Metric | Q1 FY2025 | Q2 FY2025 | Q3 FY2025 | Q4 FY2025 |
|---|---|---|---|---|
| Product Revenue | Target Exceeded | Target Not Met | Target Exceeded | Target Exceeded |
| Non‑GAAP Product Gross Margin Gate | Target Met | N/A* | Target Met | Target Met |
| Non‑GAAP Operating Margin Gate | Target Met | N/A* | Target Met | Target Met |
| Stable Edges Growth Gate | Target Met | N/A* | Target Met | Target Met |
*Gate metrics not applicable when product revenue <100%.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Instacart (Maplebear Inc.) | Current director | Consumer marketplace; no Snowflake‑specific related‑party transactions disclosed. |
| Prior boards: Pure Storage; Imperva | Former director roles | Enterprise infrastructure/security; no current interlocks disclosed. |
Expertise & Qualifications
- Deep operating leadership in enterprise software (ServiceNow, Data Domain) and public company governance as Chair and director.
- Financial and scale credentials aligned with Snowflake’s growth profile; economics academic background.
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Beneficial ownership (Apr 30, 2025) | 11,221,243 shares | 3.3% of outstanding shares; includes shares, RSUs/PRSUs vesting within 60 days, and options exercisable within 60 days. |
| Vested/exercisable options | 10,245,356 shares @ $8.88; plus 94,765 shares @ $207.56 (exercisable) | 2019 option tranches at $8.88; 2022 option partly exercisable/unexercisable. |
| Unexercisable options | 39,023 shares @ $207.56 | From 2022 grant. |
| RSUs/PRSUs unvested | 13,851 RSUs; 32,745 PRSUs; 52,858 RSUs (as of Jan 31, 2025, market values shown in proxy) | Outstanding stock awards (market value at $181.51). |
| FY2025 vest/exercise activity | 77,658 shares vested; 800,000 options exercised; $147,005,175 value realized on exercises | Realized values reflect share prices on event dates. |
| Pledging/Hedging | Prohibited by company policy | Insider Trading Policy prohibits hedging, short sales, and pledging. |
Governance Assessment
- Board effectiveness: As Chair, Slootman provides strategic continuity; separation of Chair/CEO with a strong Lead Independent Director supports oversight, and executive sessions occur regularly. However, Chair is not independent, placing greater weight on Lead Independent Director and committee independence.
- Independence and committees: He is not independent and holds no committee roles—appropriate given prior CEO status and to preserve committee independence under NYSE rules.
- Compensation alignment: He receives no director retainer or director RSUs while employee equity continues to vest—reducing cash conflicts and maintaining equity alignment with shareholders.
- Ownership alignment: Significant beneficial stake (~3.3%) with large in‑the‑money legacy options at $8.88 aligns incentives to long‑term value creation; policy restrictions on hedging/pledging reduce misalignment risk.
- Shareholder signals: Board proposes declassification by 2028 in response to prior shareholder vote; 2024 say‑on‑pay passed with >88% approval, indicating overall investor support for pay structure changes (e.g., removal of single‑trigger CIC for future awards).
- RED FLAGS:
- Related‑party exposure: Company paid $50,943 for business travel on aircraft owned by Slootman via CTP Aviation (lease‑back pool); although reviewed under Related Party Transactions Policy, this is a governance‑sensitive item.
- Concentration risk: Large individual ownership and legacy option overhang could amplify influence; mitigated by committee independence and Lead Independent Director structure.
Overall, Slootman’s governance profile combines strong strategic stewardship and equity alignment, with independence and related‑party aircraft charter arrangements requiring ongoing monitoring by investors.