Jayshree Ullal
SnowflakeAbout Jayshree V. Ullal
Jayshree V. Ullal, age 64, has served on Snowflake’s board since June 2020; she is an independent director under NYSE rules and chairs the Compensation Committee. She is Chairperson, President, and CEO of Arista Networks (Chairperson since Dec 2023; CEO/President since Oct 2008) and holds a B.S. in Electrical Engineering (SFSU) and an M.S. in Engineering Management (Santa Clara University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | Senior Vice President, Data Center Switching and Services Group; prior roles since 1993 | Sep 1993 – May 2008 | Led data center switching/services; senior operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arista Networks (public) | Chairperson (Dec 2023–present); President & CEO (Oct 2008–present); Director | Oct 2008–present (CEO/President); Chair since Dec 2023 | Board leadership/operating executive; no Snowflake-related transactions disclosed |
Board Governance
- Independence: Board determined Ms. Ullal is independent under NYSE and SEC rules .
- Board class/term: Class I director; term expires at the 2027 annual meeting (pre-declassification) .
- Committee roles at Snowflake: Compensation Committee Chair; also serves on the Compensation Committee’s Rule 16b-3 subcommittee (with McLaughlin) . She is not listed as a member of Audit, Nominating & Governance, or Cybersecurity committees in the committee matrix .
- Attendance: In FY2025 the Board met 5 times; Compensation met 5 times; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: 3 independent-director sessions and 2 non‑employee director sessions; lead independent director (Michael L. Speiser) presided .
- Governance evolution: The Board is asking stockholders to approve phased declassification (2026–2028) after a 2024 shareholder proposal; if approved, all directors stand for annual elections by 2028 .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board cash retainer | $33,000 | Standard annual board retainer |
| Compensation Committee Chair fee | $15,000 | Chair fee (in lieu of member fee) |
| Meeting fees | $0 | Not paid under policy |
| Total Cash (reported) | $48,000 | Matches reported “Fees Earned or Paid in Cash” for Ullal |
Performance Compensation (Director Equity) and Committee Pay Design Oversight
- Director equity (time-based): Annual RSU grant at the 2024 annual meeting; Ms. Ullal received $325,281 grant-date fair value and had 2,292 unvested RSUs outstanding at FY-end. Annual RSUs vest at the next annual meeting or first anniversary, subject to service . Pre-IPO option awards outstanding: 50,000 options (legacy, pre-IPO) .
| Director Equity Detail | Grant/Status | Shares/Value |
|---|---|---|
| Annual RSU grant (2024-07-02) | Grant-date fair value | $325,281 |
| Unvested RSUs outstanding (1/31/2025) | Count | 2,292 |
| Outstanding stock options (legacy) | Count | 50,000 |
| Annual RSU vesting convention | Policy | Vests at next annual meeting or first anniversary, subject to service |
- Company executive pay metrics overseen by Compensation Committee (chaired by Ullal):
- Quarterly cash bonus pool for executives funded primarily on Product Revenue with gates for Non‑GAAP Product Gross Margin, Non‑GAAP Operating Margin, and QoQ “Stable Edges” Growth; FY2025 average funding ~104.1% based on quarterly attainment (Q2 target not met; other quarters exceeded) .
- FY2025 PRSUs (for executives) used: Total Revenue (50%), Non‑GAAP Operating Margin (25%), and Non‑GAAP Adjusted Free Cash Flow (25%); achieved ~89.4% of target .
| Executive Incentive Plan Metric (FY2025) | Definition | Weighting/Use | Attainment/Outcome |
|---|---|---|---|
| Quarterly Product Revenue | GAAP product revenue each quarter | Primary funding metric (85% threshold; up to 110% pool with gates) | Q1: Exceeded; Q2: Not met; Q3: Exceeded; Q4: Exceeded; FY avg funding ~104.1% |
| Non‑GAAP Product Gross Margin (gate) | As reported | Gate for >100% funding | Met in Q1, Q3, Q4; N/A in Q2 due to revenue miss |
| Non‑GAAP Operating Margin (gate) | As reported | Gate for >100% funding | Met in Q1, Q3, Q4; N/A in Q2 |
| QoQ Stable Edges Growth (gate) | Growth in data/app sharing “stable edges” | Gate for >100% funding | Met in Q1, Q3, Q4; N/A in Q2 |
| Annual Total Revenue (PRSU) | GAAP total revenue | 50% of PRSU weighting | Part of ~89.4% achieved PRSU outcome |
| Annual Non‑GAAP Adjusted FCF (PRSU) | As reported | 25% of PRSU weighting | Part of ~89.4% achieved PRSU outcome |
| Annual Non‑GAAP Operating Margin (PRSU) | As reported | 25% of PRSU weighting | Part of ~89.4% achieved PRSU outcome |
Signals: Compensation Committee retained Compensia as independent advisor; increased performance weighting in FY2025; and shareholders supported Say‑on‑Pay with >88% approval in 2024, indicating positive reception to program changes .
Other Directorships & Interlocks
- Current public company boards: Arista Networks (Chairperson; also President & CEO) .
- Compensation Committee interlocks: For FY2025, committee members were Ullal (Chair), McLaughlin, and Speiser; none were current or former Snowflake officers (except Speiser’s part‑time officer role ended in 2014); no executive officer served on another company’s board/compensation committee creating interlocks .
Expertise & Qualifications
- Deep operating expertise as long‑standing CEO in cloud networking (Arista) and prior Cisco senior leadership .
- Academic credentials in electrical engineering and engineering management .
- Board is skills‑balanced; Snowflake emphasizes executive leadership, cloud offerings, financial acumen, and cybersecurity across directors; Ullal represents senior operating and go‑to‑market leadership in cloud infrastructure .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 55,136 shares; <1% | Beneficial ownership as of April 30, 2025; <1% of outstanding shares |
| Direct shares held | 5,136 | As disclosed in footnotes |
| Options exercisable within 60 days | 50,000 | Counted in beneficial ownership |
| Unvested RSUs outstanding (director) | 2,292 | Not counted in beneficial ownership until vesting |
| Shares outstanding (reference) | 333,638,697 | As of record context |
Additional alignment policies:
- Stock ownership guidelines: Non‑employee directors expected to hold Snowflake stock ≥5× total annual cash retainer within five years; all directors and executive officers were in compliance as of Jan 31, 2025 .
- Insider trading policy prohibits hedging, short sales, and pledging of Snowflake securities .
- Section 16(a) compliance: Company believes directors/officers filed timely in FY2025 (one late Form 4 for an officer, not a director) .
Board Governance
| Governance Dimension | Status/Details |
|---|---|
| Committee assignments | Compensation Committee Chair; not listed on Audit, Nominating & Governance, Cybersecurity |
| Independence | Independent director (NYSE/SEC criteria) |
| Attendance | Each director ≥75% of Board/committee meetings in FY2025 |
| Executive sessions | 3 independent director sessions; 2 non‑employee sessions; lead independent presided |
| Lead Independent Director | Michael L. Speiser |
| Board declassification | Phased proposal (2026–2028) recommended by Board |
Related‑Party Exposure (Conflicts)
- The proxy’s Related Person Transactions section lists relationships with Observe (customer; director Jeremy Burton is CEO), BlackRock (customer/investor), and CTP Aviation (charter arrangements related to Mr. Slootman and Mr. Scarpelli). There are no related‑party transactions disclosed involving Ms. Ullal .
- Board explicitly reviewed independence considering outside affiliations and determined directors (including Ullal) remain independent; transactions involving entities where an independent director serves on a board were assessed and deemed arm’s‑length without material interest .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: >88% of votes cast supported executive compensation; the Compensation Committee engaged with large shareholders and increased performance‑based elements (PRSUs, quarterly gates) thereafter .
- Annual Say‑on‑Pay cadence continues (next at 2026 annual meeting) .
Governance Assessment
- Strengths
- Independent director with deep operating expertise as a public‑company CEO in adjacent cloud infrastructure; chairs Compensation Committee and participates in subcommittee governance under Rule 16b‑3 .
- Robust pay‑for‑performance design under her committee’s oversight (revenue and profitability balance; PRSU weightings; gates), strong shareholder support (>88% Say‑on‑Pay) and proactive investor outreach .
- Solid board processes: ≥75% attendance, independent executive sessions, lead independent director structure, and proposed declassification responsive to shareholder sentiment .
- Alignment safeguards: director ownership guidelines in compliance; prohibition on hedging/pledging .
- Watch items
- Time commitments: concurrent service as Arista Chairperson, President & CEO may constrain bandwidth; continued strong attendance/engagement is essential (she met the ≥75% standard in FY2025) .
- Related‑party monitoring: no Ullal‑related transactions disclosed; continue to monitor for any Snowflake–Arista overlap; Board asserts arm’s‑length review of any such situations to preserve independence .
Notes:
- Director Compensation (FY2025): Ms. Ullal received $48,000 in cash and $325,281 in equity (RSUs) for total of $373,281; outstanding director equity included 2,292 unvested RSUs and 50,000 pre‑IPO options as of Jan 31, 2025 .
- Beneficial Ownership (as of Apr 30, 2025): 55,136 shares beneficially owned (<1%), including 5,136 shares held directly and 50,000 options exercisable within 60 days .