Sridhar Ramaswamy
SnowflakeAbout Sridhar Ramaswamy
Sridhar Ramaswamy, 58, is Chief Executive Officer and a director of Snowflake (since Feb 27, 2024). He holds a B.S. in Computer Science from IIT Madras and M.S./Ph.D. in Computer Science from Brown University, and previously led Ads & Commerce at Google, co-founded and ran Neeva, and served as a Venture Partner at Greylock Partners . During FY2025 (year ended Jan 31, 2025), Snowflake delivered $3.5B product revenue (+30% YoY), non-GAAP free cash flow of $884.1M, and a 126% net revenue retention rate; a $100 investment since IPO measured at FY2025 was valued at $71.48 (company TSR metric) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Snowflake | SVP, Artificial Intelligence → CEO & Director | Jun 2023–Feb 2024 (SVP AI); CEO since Feb 2024 | Brought AI/ML leadership to product vision; appointed CEO to lead next phase amid AI transformation . |
| Greylock Partners | Venture Partner | Oct 2018–Feb 2024 | VC/operator perspective; AI ecosystems visibility . |
| Neeva Inc. | CEO & Co-founder | Jan 2019–May 2023 (acquired by Snowflake May 2023) | Built consumer AI search; talent/tech acquisition for Snowflake . |
| SVP, Ads & Commerce; earlier engineering leadership | 2003–2018 (SVP Eng to 2013; SVP Ads & Commerce 2013–2018) | Scaled Google Ads/Commerce platforms; deep monetization and large-scale systems experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Palo Alto Networks (PANW) | Director | Aug 2017–Dec 2019 | Public board experience in cybersecurity . |
| Snowflake | Director | Feb 2024–present | Executive director (non‑independent) . |
Fixed Compensation
| Element | FY2025 detail |
|---|---|
| Base salary | $750,000 (effective with CEO appointment) . |
| Target annual bonus | 100% of base salary . |
| Actual FY2025 cash bonus paid | $780,619 (company funding ~104.1% across quarters) . |
Performance Compensation
Annual Cash Incentive (quarterly funding)
| Metric | Weighting | Target disclosure | FY2025 attainment summary | Plan funding mechanics |
|---|---|---|---|---|
| Product Revenue (quarterly) | 100% (base metric) | Not disclosed (confidential) | Exceeded in Q1, Q3, Q4; not met in Q2 | 0% funding <85% of target; linear 85%–100%; >100% requires all “gate” metrics met; corporate funding capped at 110% . |
| Gate: Non‑GAAP Product Gross Margin | Gate for >100% | Not disclosed | Met in Q1, Q3, Q4; N/A in Q2 | Gate must be ≥100% to exceed 100% funding . |
| Gate: Non‑GAAP Operating Margin | Gate for >100% | Not disclosed | Met in Q1, Q3, Q4; N/A in Q2 | Same as above . |
| Gate: QoQ Stable Edges Growth | Gate for >100% | Not disclosed | Met in Q1, Q3, Q4; N/A in Q2 | Same as above . |
Notes:
- FY2025 average funding for executives was ~104.1% (aggregate across quarters) .
- Individual bonus payouts are capped at 200% of plan payout; no executive exceeded corporate funding in FY2025 .
Equity Incentives (FY2025 “refresh” PRSU; new‑hire/CEO package)
| Award | Grant size | Performance/vesting | Key terms |
|---|---|---|---|
| PRSU (annual “refresh”) | Target 121,507; Achieved 108,655 (89.4% of target) | Performance metrics FY2025: Total Revenue (50%), Non‑GAAP Operating Margin (25%), Non‑GAAP Adjusted FCF (25%); min threshold 80% achievement . Time‑based vesting of achieved shares: 25% on Mar 20, 2025; 6.25% quarterly thereafter (CEO service condition) . | Aligns payout with growth/profitability/FCF; achievement set to be challenging; targets not disclosed (competitive sensitivity) . |
| CEO special RSU (purchase‑matched) | 32,188 RSUs | 6.25% quarterly vesting; began Jun 20, 2024 (CEO service condition) . | Conditioned on ~$5M open‑market share purchase; unvested RSUs are forfeited if purchased shares are sold before full vest (except on change in control) . |
| CEO one‑time Stock Option | 959,908 options @ $163.04 strike | 60 equal monthly vests starting Mar 27, 2024 (5 years; CEO service condition) . | Shares acquired upon exercise subject to minimum 1‑year holding (or earlier change in control); intended value $75M; option‑heavy design (75% of CEO grant) . |
Grant integrity:
- Item 402(x) timing disclosure: CEO option granted Mar 20, 2024; price change around MNPI disclosure +1.28% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 402,505 shares beneficially owned (<1%); includes direct holdings, trust, options exercisable within 60 days (255,975), and near‑term RSU/PRSU vesting quantities . |
| Outstanding equity (as of 1/31/2025) | Options: 175,983 exercisable; 783,925 unexercisable (strike $163.04) . Unvested RSUs/PRSUs include: 18,709 (6/15/2023 grant), 122,598 (12/29/2023 grant), 108,655 (achieved FY2025 PRSU), 26,153 (special RSU) . |
| In‑the‑money status | $181.51 closing price at 1/31/2025; CEO option strike $163.04 → in‑the‑money as of that date . |
| Ownership guidelines | CEO must hold ≥5x salary; all executives and directors were in compliance as of 1/31/2025 . |
| Hedging/pledging | Prohibited for directors/officers/employees (no short sales, options, hedges, margin/pledge) . |
| Additional holding lock | Option exercises: minimum one‑year holding on acquired shares (or earlier change in control) . |
| Insider selling pressure outlook | Structures reduce near‑term sell pressure: 5‑year option vesting with 1‑year post‑exercise hold; special RSU forfeits if purchased shares sold before full vest; PRSUs vest over 4 years post‑achievement . |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Amended & restated CEO offer letter (Feb 2024); at‑will; 3‑year initial term; salary, cash bonus eligibility, equity under 2020 Plan . |
| Severance & CIC (CIC Plan, amended Aug 2023) | Double‑trigger in CIC window (from 3 months pre‑CIC to 18 months post): 12 months base salary + target bonus, COBRA (12 months for Tier 1), and 100% acceleration of unvested equity (PRSUs accelerated at target or actual if measurable) . Outside CIC: 12 months base + COBRA (12 months for Tier 1) . |
| CEO‑specific acceleration | Additional PRSU acceleration if terminated without cause/for good reason outside CIC: if before 1st anniversary of CEO start, 100% of unvested PRSU vests at actual (or target if performance period not completed); between 1st–2nd anniversary, 50% of achieved unvested PRSU vests . |
| Illustrative values (as of 1/31/2025) | Not in CIC: cash $750,000; equity acceleration value $23.12M; COBRA $37,918 . In CIC termination: cash $1.5M; equity acceleration $64.60M; COBRA $37,918 . |
| Non‑compete / non‑solicit | Not disclosed in proxy –. |
| Clawback policy | Dodd‑Frank compliant incentive compensation recoupment policy adopted Aug 2023 (applies from Oct 2, 2023) . |
| Perquisites / tax gross‑ups | No material perquisites; no excise tax gross‑ups; standard benefits and ESPP access . |
Board Governance
- Role and independence: CEO and director (Class III; term expiring at 2026 annual meeting). Not independent; board maintains majority independence overall .
- Committee assignments: None listed for the CEO .
- Leadership structure: Separate Chair (Frank Slootman) and CEO; Lead Independent Director (Michael Speiser) designated to counterbalance non‑independent Chair .
- Attendance: Board met 5 times in FY2025; each director attended ≥75% of board/committee meetings .
Director Compensation
- As CEO, he does not receive non‑employee director retainers or director equity; employee compensation is reported in the executive tables .
Compensation Committee, Peer Group, Say‑on‑Pay
- Committee composition: Independent directors; Chair: Jayshree Ullal; members: Mark McLaughlin, Michael Speiser; retains Compensia as independent consultant; subcommittee for 16b‑3 matters .
- Peer group (used in FY2025 benchmarking): Adobe, ANSYS, Atlassian, Autodesk, HubSpot, Salesforce, CrowdStrike, Datadog, MongoDB, Palo Alto Networks, Splunk, Workday, Cloudflare, Palantir, Zoom, Zscaler, ServiceNow; large‑cap references: Alphabet, Amazon, Meta, Microsoft .
- Say‑on‑pay: 2024 approval >88%; outreach to large holders (~15% of outstanding) and program refinements (adding PRSUs; removing single‑trigger CIC on future awards) .
Performance & Track Record
- FY2025 operating context: Product revenue $3.5B (+30% YoY), net revenue retention 126%, RPO ~$6.9B, GAAP CFO $959.8M and non‑GAAP FCF $884.1M .
- AI/Platform progress: Launches include Snowflake Intelligence, Cortex AI expansions, Open Catalog/Iceberg interoperability; ecosystem partnerships (Anthropic, AWS, Microsoft, ServiceNow) and strategic investments; DoD IL5 authorization for Public Sector .
- Stock performance (company TSR metric): Value of $100 investment since IPO measured at FY2025 was $71.48; peer group (S&P 500 Info Tech) $230.81, per SEC “Pay vs Performance” table methodology .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (mitigates alignment risk) .
- Equity design: Large option with 5‑year vest and post‑exercise holding requirement; special RSU tied to $5M open‑market purchase with forfeiture upon sale until fully vested—both strengthen alignment but concentrate exposure and create future vest‑related flow .
- CIC terms: Double‑trigger acceleration; Tier 1 also has legacy single‑trigger acceleration only for awards granted before Aug 2023 (not applicable to CEO’s 2024 package) .
- Related‑party transactions: No Ramaswamy‑specific related transactions disclosed; company disclosed other RPTs (Observe, BlackRock, CTP Aviation) unrelated to CEO .
Equity Vesting Cadence (watch for potential trading windows)
- Options: Monthly vesting through Mar 2029; minimum 1‑year hold post‑exercise (or earlier CIC) .
- PRSUs (FY2025 achieved tranche): 25% vested Mar 20, 2025; then 6.25% quarterly (CEO service condition) .
- Special RSU: 6.25% quarterly; forfeiture provision if purchased shares are sold before full vest (except on CIC) .
Investment Implications
- Alignment: The package is deliberately option‑heavy (75% intended value) with a strike near pre‑grant trading levels and a 5‑year vesting plus post‑exercise holding—high leverage to multi‑year execution and stock appreciation, dampening near‑term selling pressure .
- Retention: Multi‑instrument, multi‑year vesting (monthly options; quarterly RSUs/PRSUs) and purchase‑matched RSU with sale restrictions create strong retention hooks through 2029 .
- Pay for performance: Cash bonus tied to quarterly product revenue with profitability and platform‑usage gates; PRSUs tied to annual revenue, operating margin, and adjusted FCF with achieved payout at 89.4%—signals balanced growth/profit trade‑offs .
- Governance quality: Separation of Chair/CEO with Lead Independent Director; hedging/pledging ban; clawback in place; say‑on‑pay support improved (>88%), indicating shareholder acceptance of design .
- Watch items: Option grant is already in‑the‑money at FY2025 close ($181.51 vs $163.04 strike), amplifying sensitivity to stock moves; monitor Form 4 disclosures around monthly option vest and quarterly PRSU/RSU vests for potential flow, and execution versus AI roadmap and product monetization that underpin long‑term value creation .