Jeremy Burton
SnowflakeAbout Jeremy Burton
Jeremy Burton (age 57) has served on Snowflake’s board since March 2016 and is currently a member of the Board’s Cybersecurity Committee. He is the CEO of Observe, Inc. (since Nov 2018), and previously held senior leadership roles at Dell and EMC. He holds a B.Eng. (Hons) in Information Systems Engineering from the University of Surrey. He is not considered an independent director by Snowflake’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | EVP, Marketing & Corporate Development | Sep 2016 – Apr 2018 | Senior GTM and M&A leadership at a major technology company |
| EMC (acquired by Dell) | President of Products | Apr 2014 – Sep 2016 | Product leadership in enterprise storage/software |
| EMC | EVP & Chief Marketing Officer | Mar 2010 – Mar 2014 | Global marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Observe, Inc. (private) | Chief Executive Officer | Nov 2018 – Present | Snowflake customer; Snowflake invested $5.0M in Observe’s Series B (Mar 2024) |
| Public company directorships | — | — | No other public boards disclosed in the proxy |
Board Governance
- Committee assignments: Member, Cybersecurity Committee; not a chair. The committee met 8 times in the last fiscal year.
- Independence: Not independent under NYSE standards (board-designated).
- Years of service: Director since March 2016 (approx. 9 years as of proxy date).
- Attendance and engagement: Each director attended at least 75% of aggregate board and committee meetings; board met 5 times last fiscal year.
Fixed Compensation (Director)
| Item | FY2025 Amount | Notes |
|---|---|---|
| Board cash retainer | $33,000 | Standard annual cash retainer for non-employee directors |
| Cybersecurity Committee member fee | $5,000 | Member retainer (chair would be $10,000) |
| Total cash fees received (Burton) | $38,000 | As reported for FYE Jan 31, 2025 |
| Education reimbursement (available) | Up to $10,000 | For director education programs (policy) |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value | Vesting | CIC Treatment |
|---|---|---|---|---|---|
| Jul 2, 2024 | RSUs | 2,292 | $325,281 | Annual grant; vests at next annual meeting or 1-year anniversary, subject to service | Outstanding awards for directors fully vest immediately prior to a Corporate Transaction |
Notes: Snowflake’s non-employee director equity program provides a $300,000 annual RSU (valued on a 10-trading-day average) and a $1,000,000 initial RSU on joining (3-year ratable), subject to continuous service. Director equity is time-based; no performance metrics are applied.
Other Directorships & Interlocks
| Type | Entity | Nature | Details / Potential Conflict |
|---|---|---|---|
| Related-party customer | Observe, Inc. (CEO: Jeremy Burton) | Customer agreements | Jan 2024 renewal (2-year, TCV $22.5M); Nov 2024 agreement (13-month, TCV $1.5M); Jan 2025 technical services ($67,600). FY2025 payments ~$16.1M. Terms stated as comparable to third-party. |
| Investment by Snowflake | Observe, Inc. | Minority investment | Snowflake invested ~$5.0M cash in Observe’s Series B in Mar 2024. |
Expertise & Qualifications
- Engineering and product/marketing leadership in enterprise infrastructure and cloud data: EMC (product and marketing), Dell (marketing & corp dev), Observe (CEO).
- Cybersecurity/data governance oversight experience via Cybersecurity Committee membership.
- Education: B.Eng. (Hons) in Information Systems Engineering, University of Surrey.
Equity Ownership
| Category | Amount | % Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (total) | 41,615 | <1% | Includes exercisable options within 60 days |
| Common stock (direct) | 5,136 | — | Directly held |
| Common stock (trust) | 20 | — | Burton Family Trust |
| Stock options (exercisable ≤60 days) | 36,459 | — | Pre-IPO options; exercisable within 60 days |
| Unvested RSUs (as of Jan 31, 2025) | 2,292 | — | From FY2025 annual grant |
| Hedging/pledging | Prohibited | — | Company insider trading policy prohibits hedging, short sales, and pledging/margin |
Governance Assessment
-
Strengths/positive signals
- Active cybersecurity oversight: Burton serves on a committee that met 8 times in the last fiscal year, reflecting focused engagement on cyber and AI-related risks.
- Director compensation aligned with equity: Majority of director comp delivered via time-based RSUs; FY2025 stock grant fair value $325,281; cash fees modest ($38k).
- Board responsiveness to shareholders: Board is recommending declassification over three years following a 2024 stockholder proposal—governance-positive trend.
- Attendance threshold met: All directors, including Burton, attended at least 75% of board and committee meetings.
-
Risk indicators and RED FLAGS
- Related-party exposure: Burton is CEO of Observe, a Snowflake customer with substantial contracts (TCV ~$24.1M+ across agreements) and ~$16.1M FY2025 payments; Snowflake also invested $5.0M in Observe. This raises potential conflict-of-interest and independence concerns (board has determined Burton is not independent).
- Change-in-control acceleration: All outstanding director equity accelerates upon a “Corporate Transaction,” which some investors view as entrenchment risk.
- Independence: Not independent under NYSE/SEC standards, limiting eligibility for key board committees (e.g., Audit/Comp) and requiring careful conflict oversight.
-
Controls/mitigants
- Audit Committee oversight of related-party transactions per charter and written policy; transactions are reviewed/approved to ensure arm’s-length terms.
- Prohibition on hedging/pledging reduces misalignment risk and leverage concerns.
Director Compensation (FY2025 detail)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash | $38,000 |
| Stock awards (grant date fair value) | $325,281 |
| Total | $363,281 |
| Outstanding options (as of Jan 31, 2025) | 36,459 |
| Unvested RSUs (as of Jan 31, 2025) | 2,292 |
Related-Party Transactions (Burton/Observe)
| Agreement | Term | Total Contract Value | FY2025 Cash Paid | Notes |
|---|---|---|---|---|
| Customer agreement renewal | Jan 2024 – Jan 2026 (2 years) | $22,500,000 | Part of ~$16.1M total | Standard terms stated as comparable to third-party |
| Additional customer agreement | Nov 2024 – Dec 2025 (13 months) | $1,500,000 | Part of ~$16.1M total | — |
| Technical services agreement | Jan 2025 | $67,600 | Part of ~$16.1M total | — |
| Snowflake investment in Observe | Mar 2024 | $5,000,000 | — | Series B Preferred investment |
Overall view: Burton brings deep enterprise infrastructure and product/marketing expertise and is engaged on cyber risk oversight. However, his non-independence and the significant, ongoing Observe relationships warrant continued scrutiny around conflict management, recusal practices, and Audit Committee oversight, especially given Snowflake’s direct investment and material customer contracts with Observe.