Michael Speiser

About Michael L. Speiser

Michael L. Speiser (age 54) is Snowflake’s lead independent director and has served on the board since inception in July 2012; he previously served part-time as Snowflake’s CEO and CFO from August 2012 to June 2014 and is a Managing Director at Sutter Hill Ventures. He holds a B.A. in Political Science from the University of Arizona and an M.B.A. from Harvard Business School, and currently serves on Workday’s board; he previously served on Pure Storage’s board until 2019 .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Chair, Nominating & Governance; Member, Compensation; Lead Independent Director .
• Independence: Board affirmatively determined Speiser is independent despite prior part-time officer service (2012–2014), citing time elapsed (>10 years), role tied to SHV’s investment, interim nature, and no relationship interfering with independent judgment .
• Lead Independent Director responsibilities: Presides over meetings where board/CEO performance or compensation are discussed, convenes independent director sessions, principal liaison with CEO, available for shareholder consultation .
• Attendance and engagement: Board met 5 times; each director attended at least 75% of board and applicable committee meetings. Independent directors held 3 executive sessions; non‑employee directors held 2, presided by Speiser .
• Governance signals: Board proposing phased declassification in response to a 2024 shareholder proposal—full annual elections by 2028—indicates responsiveness to shareholder input .

Fixed Compensation

Performance Compensation

• Directors receive time-based RSUs; no performance-conditioned director equity or cash metrics disclosed. Annual RSU grant value set by policy at $300,000; grants vest over one year to next annual meeting or first anniversary . Speiser’s FY2025 director RSU grant fair value was $325,281, granted July 2, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Board qualifications cited: leadership and operational experience in technology and knowledge of high-growth companies; venture investing background .
• Skills matrix highlights board-wide skills across cloud, cybersecurity, finance, AI/ML, and public company leadership, supporting oversight of Snowflake’s AI Data Cloud strategy .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must hold Snowflake stock equal to ≥5x total annual cash retainer within 5 years; all directors and executive officers were in compliance as of Jan 31, 2025 .
• Hedging/pledging: Company policy prohibits hedging, short sales, pledging, margin accounts, and speculative transactions in Snowflake securities .

Governance Assessment

• Strengths:
  • Long-tenured independent director with venture and operating experience; designated lead independent director—clear authority for independent oversight and shareholder engagement .
  • Active governance roles: chairs Nominating & Governance, member of Compensation; board responsiveness evidenced by move to declassify .
  • Attendance met thresholds; presides over executive sessions—supports robust independent oversight .
  • Alignment: meaningful equity ownership (2.39M shares), RSU grants, compliance with stock ownership guidelines, and prohibition on hedging/pledging .
• Potential conflicts:
  • Sutter Hill Ventures and trust-related holdings create broad industry connectivity; board explicitly reviewed independence and determined no material relationship impacting judgment, including prior part-time officer service (2012–2014) .
  • No Speiser-related related‑party transactions disclosed in FY2025; the proxy’s related‑party section highlights travel arrangements involving other executives, not Speiser .
• RED FLAGS:
  • None disclosed specific to Speiser (no pledging, no related‑party transactions; independence affirmed) .

Director Compensation Mix: For FY2025, Speiser’s compensation comprised $72,500 cash fees plus $325,281 RSUs (grant date fair value), consistent with policy ($300,000 annual RSU grants and role-based cash retainers) .

Committee Effectiveness: Nominating & Governance responsibilities include board composition, succession planning, performance evaluation, and shareholder engagement strategy—Speiser chairs this committee, a focal point for board quality and investor confidence .

Compensation Committee Practices: Use of independent consultant (Compensia); no consultant conflicts; committee interlock disclosure notes Speiser’s prior interim officer role years ago—with independence maintained .

Director Compensation (FY ended Jan 31, 2025)

Other Directorships & Interlocks (Summary Table)

Insider Trades

• Not disclosed in the proxy; no Form 4 transactions for Speiser are presented in the DEF 14A. Company policy prohibits hedging and pledging of Snowflake stock by directors .

Equity Ownership (Detail Table)

Governance Quality Snapshot

• Independence affirmed; lead independent role enhances oversight of a non‑independent chair structure .
• Strong attendance; active committee leadership; executive sessions chaired by Speiser .
• Alignment: RSU-based director pay, ownership guideline compliance, and anti‑hedging/pledging policy reduce misalignment risk .
• Shareholder responsiveness: phased board declassification proposal underscores engagement with investor feedback .