Kelly Kramer
SnowflakeAbout Kelly Kramer
Kelly A. Kramer, age 57, has served on Snowflake’s board since January 2020. She is the former EVP and CFO of Cisco (2015–2020) with prior senior finance roles at Cisco (2012–2015) and various finance roles at GE Healthcare businesses; she holds a B.S. in Mathematics from Purdue University. Snowflake’s board designates her as independent and an audit committee financial expert. Her current public company directorships include Gilead Sciences, Inc. and Coinbase Global, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & CFO | Jan 2015 – Dec 2020 | Senior financial leadership for a global tech company |
| Cisco Systems, Inc. | SVP, Corporate Finance; SVP, Business Technology & Operations Finance | Jan 2012 – Jan 2015 | Corporate finance leadership roles |
| GE Healthcare (Systems, Diagnostic Imaging, Biosciences) | Various finance roles | Not disclosed | Finance roles in healthcare segments |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Gilead Sciences, Inc. | Director | Current | Not disclosed |
| Coinbase Global, Inc. | Director | Current | Not disclosed |
Board Governance
- Independence: Board affirmatively determined Kramer is independent under NYSE and SEC rules; she is designated an “audit committee financial expert.”
- Committee memberships: Audit Committee member; Nominating & Governance Committee member; not a chair.
- Attendance: Board met five times; audit five, nom/gov four; each director attended at least 75% of board and committee meetings during the fiscal year.
- Lead Independent Director: Michael L. Speiser (not Kramer).
Fixed Compensation
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| FY2025 Fees Earned (Cash) | $46,478 | Paid per policy; quarterly, pro-rated for partial months |
| FY2025 Stock Awards (RSUs) | $325,281 grant-date fair value | Granted July 2, 2024; time-based RSUs |
| FY2025 Total Director Compensation | $371,759 | Sum of cash + stock awards |
| Policy – Board Cash Retainer | $33,000 per year | Quarterly installments |
| Policy – Audit Committee Member Fee | $10,000 per year | Member retainer |
| Policy – Nominating & Governance Member Fee | $5,000 per year | Member retainer |
| Policy – Annual RSU Award | $300,000 value | Vests at next annual meeting or 1-year anniversary |
| Policy – Initial RSU (new directors) | $1,000,000 value | 3-year vesting, 1/3 per year |
| Change-in-Control (directors) | Outstanding awards fully vest immediately prior to closing | Corporate Transaction definition per 2020 Plan |
Performance Compensation
| Performance-Based Component | Status | Metrics/Targets |
|---|---|---|
| Director PSUs/Options (annual) | Not used for non-employee directors (RSUs only) | N/A; director RSUs are time-based |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Note |
|---|---|---|
| Gilead Sciences, Inc. | Current director | Information flow/network benefits; no conflicts disclosed |
| Coinbase Global, Inc. | Current director | Information flow/network benefits; no conflicts disclosed |
- Board independence assessment considered directors with outside board roles and concluded no material interest in company transactions; relationships conducted at arm’s length.
Expertise & Qualifications
- Financial expertise: Former Cisco CFO; designated as audit committee financial expert under SEC rules.
- Industry experience: Senior leadership in large-cap technology and healthcare finance.
- Education: B.S. Mathematics, Purdue University.
Equity Ownership
| Holder | Total Beneficial Ownership | Composition | % of Shares Outstanding |
|---|---|---|---|
| Kelly A. Kramer | 55,136 shares | 5,136 common shares; 50,000 options exercisable within 60 days | <1% |
| Unvested RSUs (director) | 2,292 units | As of Jan 31, 2025 | N/A (count only) |
- Insider Trading Policy: Prohibits hedging, short sales, margin accounts, and pledging of Snowflake securities.
- Stock ownership guidelines: Snowflake maintains director and NEO ownership guidelines; specifics for directors not quantified in the proxy; NEO multiples disclosed.
Governance Assessment
- Strengths: Independent director with deep CFO experience; audit committee financial expert; active committee service (Audit; Nominating & Governance); documented attendance threshold met; equity-based pay ensures alignment without performance windfalls. These support investor confidence in financial oversight and board effectiveness.
- Alignment: Annual RSU grants ($300k policy) and personal holdings (55,136 shares including options) indicate skin-in-the-game; hedging/pledging prohibitions further align interests.
- Conflicts/Related-Party: No Kramer-specific related-party transactions disclosed; board reviews related-party deals (e.g., CTP Aviation, Observe) and maintains independence. No red flags tied to Kramer.
- Risk indicators: No pledging, no hedging; attendance and independence intact; not chairing committees reduces concentration risk; overall low governance risk based on disclosed data.
Summary: Kelly Kramer brings seasoned CFO-level financial governance, serves on key oversight committees, and maintains independence and attendance thresholds. Her compensation is standard (cash retainer + time-based RSUs) with no performance-linked director awards or related-party entanglements disclosed, supporting board quality and investor alignment at Snowflake.