Teresa Briggs
SnowflakeAbout Teresa Briggs
Teresa Briggs (age 64) has served as an independent director of Snowflake since December 2019. She is an Audit Committee member and has been designated an “audit committee financial expert.” Briggs holds a B.S. in Accounting from the University of Arizona and brings deep financial and governance expertise from senior leadership roles at Deloitte and multiple public company audit committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Vice Chair & West Region and San Francisco Managing Partner | Jun 2011 – Apr 2019 | Senior leadership of large professional services operations |
| Deloitte LLP | Managing Partner, Silicon Valley | Jun 2006 – Jun 2011 | Led Silicon Valley practice |
| Deloitte USA LLP | Director | Jan 2016 – Mar 2019 | Board member |
| Deloitte Center for Board Effectiveness | Adjunct member | Not specified | Governance advisory experience |
| Stanford University | Distinguished Careers Fellow | 2019 | External recognition |
External Roles
| Company | Role | Committee Memberships | Status |
|---|---|---|---|
| ServiceNow, Inc. | Director | Audit Committee | Current |
| DocuSign, Inc. | Director | Audit Committee | Current |
| Warby Parker Inc. | Director | Audit Committee | Current |
| VG Acquisition Corp. | Director | Not disclosed | Prior |
Board Governance
- Committee assignments at Snowflake: Audit Committee member; not on Compensation, Nominating & Governance, or Cybersecurity committees .
- Independence: Snowflake’s board affirmatively determined Briggs is independent under NYSE and SEC rules; she also meets Audit Committee independence and financial literacy criteria (SEC Rule 10A‑3) and is designated an “audit committee financial expert” .
- Attendance and engagement: In FY2025 the board met 5 times; Audit 5; Compensation 5; Nominating & Governance 4; Cybersecurity 8. Each director attended at least 75% of their board and committee meetings; eight of eleven directors attended the 2024 annual meeting. Independent directors held 3 executive sessions; non‑employee directors held 2, led by the Lead Independent Director .
- Audit Committee responsibilities include auditor selection, independence oversight, internal audit oversight, risk assessment policy review, treasury/investment policy oversight, related‑party transaction review/approval, and audit/non‑audit services pre‑approval .
- Time‑commitment consideration: The board determined Briggs’ simultaneous service on the audit committees of more than three public companies does not impair her effectiveness, after reviewing experience and time commitments .
Fixed Compensation
| Component | Briggs Amount (FY2025) | Policy Reference | Notes |
|---|---|---|---|
| Annual cash retainer (Board) | $33,000 (policy) | Non‑Employee Director Compensation Policy | Paid quarterly |
| Audit Committee member retainer | $10,000 (policy) | Non‑Employee Director Compensation Policy | Member (not Chair) |
| Total cash fees paid | $43,000 | FY2025 Director Compensation Table | Actual paid to Briggs |
| Committee chair fees | N/A | Policy: Audit Chair $25k; Comp Chair $15k; N&G Chair $10k; Cyber Chair $10k | Briggs not a chair |
Performance Compensation
| Equity Item | Grant/Value | Vesting/Terms | Status |
|---|---|---|---|
| Annual RSU award | $325,281 grant‑date fair value (July 2, 2024) | Vests at next annual meeting or 1 year, subject to service (policy) | Granted at 2024 Annual Meeting |
| Annual RSU policy value | $300,000 based on 10‑day average price | As above | Policy benchmark |
| Unvested RSUs outstanding | 2,292 units (as of Jan 31, 2025) | Time‑based vesting | Outstanding |
| Stock options | 30,000 shares underlying options (pre‑IPO grants) | Legacy options; Snowflake does not grant options to non‑employee directors under current policy | Outstanding |
| Change‑in‑control provisions | All outstanding director awards fully vest immediately prior to closing of a Corporate Transaction | Single‑trigger acceleration for directors | Policy |
Equity mix: In FY2025, Briggs’ compensation was ~88% equity ($325,281) and ~12% cash ($43,000), emphasizing alignment via stock .
Other Directorships & Interlocks
- Briggs serves on the audit committees of ServiceNow, DocuSign, and Warby Parker, plus Snowflake’s Audit Committee, indicating high audit oversight workload and cross‑company information flows .
- Independence safeguards: Snowflake’s board assesses transactions where independent directors serve on boards of counterparties and determined such relationships were arm’s length and did not affect independence when directors had no material interest .
- Related‑party review: Snowflake disclosed related‑party transactions (e.g., Observe, BlackRock); none were attributed to Briggs .
Expertise & Qualifications
- Financial statements and accounting expertise; designated “audit committee financial expert” at Snowflake .
- Senior governance and operational leadership from Deloitte roles .
- Public company oversight via multiple audit committees (ServiceNow, DocuSign, Warby Parker) .
- Education: B.S., Accounting, University of Arizona; Stanford Distinguished Careers Fellow (2019) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 31,955 | As of Apr 30, 2025 |
| % shares outstanding | <1% (out of 333,638,697 shares) | Applicable percentage per SEC rules |
| Options outstanding | 30,000 shares (pre‑IPO grants) | Director option grants ceased post‑IPO |
| Unvested RSUs | 2,292 units (as of Jan 31, 2025) | Time‑based vesting |
| Hedging/pledging | Prohibited by Insider Trading Policy | Also discourages short sales & derivatives |
| Ownership guidelines | ≥5x total annual cash retainer within 5 years (directors) | Stock: direct & indirect; excludes unvested RSUs/options |
| Compliance status | All directors in compliance as of Jan 31, 2025 | Company‑wide statement |
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; deep accounting and audit oversight experience enhances financial controls and risk oversight .
- Strong alignment via equity‑heavy director pay and firm ownership guidelines; company reports full compliance with director ownership policy .
- Active engagement: the board and committees met regularly; all directors met minimum attendance thresholds; independent directors held executive sessions led by the Lead Independent Director .
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Potential Risks and Mitigants
- Time‑commitment risk: Briggs serves on audit committees of more than three public companies; Snowflake’s board explicitly reviewed and determined this does not impair her effectiveness—a key mitigant investors should monitor for changes in workload or performance .
- Interlocks/conflicts: While Briggs sits on boards of other public companies, Snowflake’s independence review concluded arm’s‑length dealings and no material interests; no related‑party transactions involving Briggs were disclosed .
- Pay structure: Director equity is time‑based RSUs (no performance metrics), and director awards accelerate upon change‑in‑control; while common in the market, single‑trigger vesting can be viewed as shareholder‑unfriendly in some governance frameworks .