Mark McLaughlin
SnowflakeAbout Mark D. McLaughlin
Independent director since April 2023; age 59. Former Chairman and CEO of Palo Alto Networks (2011–2018; Vice Chairman until December 2022), ex-President & CEO of VeriSign, and long-time national security advisor (President’s National Security Telecommunications Advisory Committee, 2011–2023). Education: B.S. U.S. Military Academy at West Point; J.D. Seattle University School of Law. Currently Chairman of Qualcomm and a director of Rubrik, bringing deep cybersecurity and public-company leadership to Snowflake’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palo Alto Networks, Inc. | Chief Executive Officer and Chairman; later Vice Chairman | CEO/Chair (2011–2018); Vice Chair until Dec 2022 | Led global cybersecurity scale-up; board oversight |
| VeriSign, Inc. | President & Chief Executive Officer | 2009–2011 | Led internet infrastructure services company |
| U.S. President’s National Security Telecommunications Advisory Committee | Member | Jan 2011–Apr 2023 | Advised on national security telecom; cybersecurity expertise |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Qualcomm Incorporated | Chairman of the Board | Current | Semiconductor/communications; public company board leadership |
| Rubrik, Inc. | Director | Current | Data security; public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under NYSE/SEC rules |
| Snowflake Board Tenure/Class | Class III director; term through 2026 annual meeting |
| Committee Assignments | Compensation Committee member; Cybersecurity Committee Chair |
| Committee Activity (FY2025) | Compensation Committee met 5x; Cybersecurity Committee met 8x |
| Board Meetings (FY2025) | Board met 5x; each director attended ≥75% of board+committee meetings |
| Lead Independent Director | Michael L. Speiser (Lead Independent Director) |
| Executive Sessions | Independent directors met 3x; non‑employee directors met 2x |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Cash Fees (total) | $52,500 | Reported director cash fees |
| Policy Rates (reference) | Board retainer: $33,000; Compensation member: $9,500; Cybersecurity chair: $10,000 | Non‑Employee Director Compensation Policy |
Performance Compensation
| Equity Component | FY2025 | Vesting / Terms |
|---|---|---|
| Stock Awards (grant-date fair value) | $325,281 | Annual RSUs; time-based vesting under 2020 Plan |
| Unvested RSUs outstanding (as of 1/31/2025) | 6,843 | Director equity; time-based vesting |
| Options outstanding | — | No options disclosed |
| Performance Metrics tied to Director pay | None disclosed | Director equity awards are time-based (no PRSU metrics for directors) |
Other Directorships & Interlocks
| Potential Interlock/Conflict | Disclosure |
|---|---|
| Transactions involving McLaughlin | No related‑party transactions disclosed involving McLaughlin |
| Company‑level related‑party items (context) | Observe (CEO is director Jeremy Burton) customer agreements; CTP Aviation aircraft charter use by Slootman/Scarpelli (not McLaughlin) |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Cybersecurity leadership | CEO/Chair at Palo Alto Networks; national security advisory role |
| Public company governance | Chairman at Qualcomm; director at Rubrik |
| Legal and regulatory literacy | J.D., Seattle University School of Law |
| Operating/CEO experience | CEO roles at Palo Alto Networks and VeriSign |
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 11,235 | Common+trust holdings; <1% of outstanding |
| Shares outstanding (reference) | 333,638,697 | As of April 30, 2025 |
| Unvested RSUs | 6,843 | As of January 31, 2025 |
| Options | — | None disclosed |
| Hedging/Pledging | Prohibited by company Insider Trading Policy | |
| Ownership guidelines | Directors: 5× total annual cash retainer within 5 years; all directors in compliance as of 1/31/2025 |
Governance Assessment
- Committee leadership: As Cybersecurity Committee Chair, McLaughlin oversees cybersecurity risk management, AI-related cyber risks, certification programs, and disclosure controls, signaling strong board focus on security and resilience .
- Compensation oversight: As a member of the Compensation Committee, he participates in director and executive pay decisions; committee uses independent consultant and reviews risk in pay programs, supporting governance quality .
- Independence and attendance: Independent under NYSE standards; directors (including McLaughlin) attended at least 75% of FY2025 meetings; board held executive sessions of independent directors, indicating healthy oversight culture .
- Ownership alignment: Holds equity and is subject to ownership guidelines; hedging/pledging prohibited—alignment with shareholders and reduced misalignment risk .
- Conflicts/RED FLAGS: No related‑party transactions disclosed involving McLaughlin; no pledging; director equity is time‑based RSUs (no repricing noted). Broader company related‑party items do not involve him .
- Shareholder sentiment backdrop: 2024 say‑on‑pay support >88% and planned board declassification by 2028 reflect responsiveness to investors; while not directly about McLaughlin, it frames a constructive governance environment he operates within .
Overall signal: Independent, high‑engagement director with deep cybersecurity expertise and current public‑company chair experience; chairing the Cybersecurity Committee is additive to board effectiveness, with no McLaughlin‑specific conflicts disclosed and clear alignment via equity and ownership guidelines .