Mark Garrett
SnowflakeAbout Mark S. Garrett
Independent director since April 2018; age 67. Former EVP and CFO of Adobe, with prior CFO roles at EMC’s Software Group. Education: B.S. Accounting & Marketing (Boston University), M.B.A. (Marist College). Current external public boards: Cisco Systems, Inc. and GoDaddy Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | EVP & Chief Financial Officer | Feb 2007 – Apr 2018 | Led finance at large-cap software company |
| EMC (Software Group) | SVP & Chief Financial Officer | Jun 2004 – Feb 2007 | Enterprise finance leadership |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Director | Current | — |
| GoDaddy Inc. | Director | Current | — |
Board Governance
- Independence: Board determined Garrett is independent under NYSE/SEC rules; majority-independent board; committees require independence standards .
- Committee assignments: Audit Committee Chair; member of Nominating & Governance; member of Cybersecurity .
- Attendance/engagement: Board met 5 times; audit 5; compensation 5; nom/gov 4; cybersecurity 8; every director attended ≥75% of combined board/committee meetings; 8 of 11 directors attended 2024 annual meeting. Independent directors held 3 executive sessions; non‑employees held 2; lead independent director presided (Michael Speiser).
- Board leadership: Chairman is Frank Slootman; lead independent director is Michael L. Speiser; separation of Chair/CEO; independent oversight maintained via structure and practices .
- Related-party review: Audit Committee oversees related-party transactions; board assessed any transactions involving entities where independent directors serve, determined no impact on independence when arm’s-length and no material interest .
Fixed Compensation (Non-Employee Director; FY ended Jan 31, 2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $33,000 | Policy |
| Audit Committee Chair retainer | $25,000 | Policy |
| Nominating & Governance member retainer | $5,000 | Policy |
| Cybersecurity Committee member retainer | $5,000 | Policy |
| Total cash fees earned (reported) | $68,000 | FY2025 actual for Garrett |
- Director cash fees are paid quarterly; pro-rated for partial service .
- Travel and director education expenses reimbursed; up to $10,000 per fiscal year for education programs .
Performance Compensation (Equity)
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU award (time-based) | Jul 2, 2024 | $325,281 grant date fair value; 2,292 shares | Vests at next annual meeting or 1-year anniversary | FY2025 director grant; RSU value based on stock price at grant; time-based only |
| Initial RSU award (for new directors) | Various upon appointment | $1,000,000 value | 1/3 annually over 3 years | Policy; not specific to Garrett’s 2018 appointment in this proxy |
| Change-in-control (Corporate Transaction) | — | — | All outstanding director awards fully vest immediately prior to closing | Policy |
- Annual RSU award is set at $300,000 using average fair market value; vesting aligns to annual meeting cadence; no performance metrics tied to director RSUs (time-based vesting only) .
- Compensation consultant: Compensia retained; advises on executive and director pay; assessed independent, no conflicts .
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure | Board Independence Considerations |
|---|---|---|
| Cisco Systems, Inc. | Industry peer/customer ecosystem | Board reviews transactions where directors serve on counterpart boards; maintained independence when arm’s-length and no material interest |
| GoDaddy Inc. | Customer/partner ecosystem | Same independence process and conclusion |
Expertise & Qualifications
- Audit committee financial expert (SEC definition); can read/understand fundamental financial statements .
- Deep public-company finance and operational experience (Adobe CFO; EMC CFO).
- Technology and cybersecurity oversight via Cybersecurity Committee membership .
Equity Ownership
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (total shares) | Apr 30, 2025 | 693,146; less than 1% | Includes direct, trusts, and options exercisable within 60 days |
| Direct common shares | Apr 30, 2025 | 5,136 | Footnote breakdown |
| Trust holdings (Amy Garrett 2011 Irrevocable Trust FBO Lee A. Garrett) | Apr 30, 2025 | 30,252 shares | Footnote breakdown |
| Trust holdings (Amy Garrett 2011 Irrevocable Trust FBO Brittany R.G. Smith) | Apr 30, 2025 | 30,253 shares | Footnote breakdown |
| Trust holdings (Mark Garrett 2011 Irrevocable Trust FBO Lee A. Garrett) | Apr 30, 2025 | 30,253 shares | Footnote breakdown |
| Trust holdings (Mark Garrett 2011 Irrevocable Trust FBO Brittany R.G. Smith) | Apr 30, 2025 | 30,252 shares | Footnote breakdown |
| Options exercisable within 60 days | Apr 30, 2025 | 567,000 | Pre‑IPO options; counted in beneficial ownership |
| Unvested RSUs outstanding (director awards) | Jan 31, 2025 | 2,292 | RSUs unvested; FY2025 proxy table |
- Insider Trading Policy prohibits hedging, short sales, and pledging/margin accounts for Snowflake securities, supporting alignment and risk controls .
Insider Trades (Form 4; recent)
Director Compensation Policy (Structure)
| Element | Policy Detail | Notes |
|---|---|---|
| Annual RSU award | $300,000 value; grants at annual meeting; vests at next annual meeting or 1-year anniversary | Time-based; value uses average fair market value |
| Initial RSU award (new directors) | $1,000,000 value; 3-year ratable vesting | Time-based |
| Cash retainers | Board $33,000; Lead Independent Director +$20,000; Audit $10,000 member / $25,000 chair; Comp $9,500 member / $15,000 chair; Nom/Gov $5,000 member / $10,000 chair; Cybersecurity $5,000 member / $10,000 chair | Quarterly payments; committee chair replaces member retainer |
| Change-in-control | Full acceleration of outstanding awards immediately prior to closing | Corporate Transaction definition per 2020 Plan |
Signals, Conflicts, and Risk Indicators
- Committee leadership: Garrett chairs Audit (financial expert), signaling strong oversight of controls, internal audit, investment policy, and related-party review .
- Board declassification responsiveness: Board proposed three‑year phase to annual elections by 2028 following stockholder vote; indicates responsiveness to governance preferences .
- Say‑on‑pay support: 2024 approval >88%; Compensation Committee engaged with top holders; indicates constructive investor engagement (context for overall governance climate) .
- Related-party transactions: FY2025 disclosures focus on aviation arrangements for other executives; no related-party transactions disclosed involving Garrett .
- Attendance/execution: ≥75% attendance threshold met by all directors; multiple committee meetings; demonstrates active oversight .
- Hedging/pledging ban: Company policy prohibits hedging/pledging; mitigates misalignment risk .
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Chair and SEC “financial expert”; strong committee coverage (Audit, Nom/Gov, Cybersecurity); clean related-party profile; equity-based pay aligns interests; company prohibits hedging/pledging .
- Watch items: Multiple external directorships can raise time-commitment questions, though board explicitly reviews such service and maintains independence; attendance ≥75% alleviates concerns .
- Ownership alignment: Holds direct/trust shares and significant pre‑IPO option position; receives annual time-based RSUs; insider sales occurred alongside option exercises—common for diversification; no pledging/hedging allowed by policy (see trades above).
Overall, Mark S. Garrett’s profile reflects strong board effectiveness in financial oversight with clear independence, balanced compensation, and alignment safeguards, supporting investor confidence in Snowflake’s governance framework.