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Snowflake (NYSE: SNOW) ties CEO pay to long-term stock price targets

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Snowflake Inc. granted its Chief Executive Officer, Sridhar Ramaswamy, a performance-based restricted stock unit (PSU) award for 1,000,000 shares of common stock under the 2020 Equity Incentive Plan. The award is split into five tranches with stock price targets of $324, $375, $427, $479, and $531, each measured by the average closing price over a consecutive 90-day period within performance periods of 2, 3, 5, or 7 years.

Vesting requires both meeting the stock price target and a service-based requirement, which is September 15, 2029 for tranches 1–2 and September 15, 2030 for tranches 3–5, while he remains CEO. Earned shares are generally delivered one year after vesting, subject to acceleration or adjustment upon a Change in Control, specified involuntary termination, death or disability, and are subject to recoupment under Snowflake’s incentive compensation clawback policy in cases of defined misconduct or accounting restatement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO Performance RSUs 1,000,000 shares Total PSUs granted to CEO under the 2020 Equity Incentive Plan
Tranche 1 stock price target $324 Average closing price required for first tranche over 90 consecutive days
Tranche 5 stock price target $531 Highest stock price target for fifth tranche over 90 consecutive days
Designed stockholder value impact $100 billion Stock price milestones designed to culminate in adding up to this value
Service vesting date tranches 1–2 September 15, 2029 Date service-based requirement is met for first two tranches
Service vesting date tranches 3–5 September 15, 2030 Date service-based requirement is met for remaining three tranches
performance-based restricted stock unit financial
"granted a performance-based restricted stock unit award to the Company’s Chief Executive Officer"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Change in Control financial
"If a Change in Control occurs during a performance period, then the performance period will end"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Involuntary Termination financial
"terminated by the Company in a termination that qualifies as an Involuntary Termination"
Accounting Restatement financial
"either during a performance period or during the Lookback Period, there is an Accounting Restatement"
Clawback Policy financial
"as defined in the Snowflake Inc. Incentive Compensation Recoupment Policy (the Clawback Policy)"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
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FAQ

What is the new CEO performance award disclosed by SNOW?
Snowflake granted CEO Sridhar Ramaswamy 1,000,000 performance-based RSUs tied to multi-year stock price and service conditions. The award is divided into five tranches, each with specific price targets and performance periods lasting up to seven years.

How are the Snowflake (SNOW) CEO PSUs structured by stock price?
The CEO award is split into five tranches with stock price targets of $324, $375, $427, $479, and $531. Each target must be achieved as a 90-day average closing price within its performance period for the related PSUs to be earned.

When do the Snowflake (SNOW) CEO PSUs satisfy the service-based requirement?
The service-based requirement is met on September 15, 2029 for tranches 1 and 2, and on September 15, 2030 for tranches 3, 4, and 5. Mr. Ramaswamy must remain Chief Executive Officer through the applicable date.

How does a Change in Control affect the Snowflake (SNOW) CEO award?
If a Change in Control occurs during a performance period, it ends immediately before closing and stock price conditions that would be met based on per-share deal value, using linear interpolation above $324, are deemed achieved; the remaining PSUs are forfeited.

What happens to the Snowflake (SNOW) CEO PSUs upon involuntary termination?
If there is an Involuntary Termination, death, or disability before a Change in Control, unearned PSUs can still meet stock price targets for 45 days and then vest with service deemed satisfied; after a Change in Control, earned PSUs are not subject to delivery deferral.

Does the Snowflake (SNOW) CEO award include clawback provisions?
Yes. In cases of defined misconduct or an accounting restatement during specified periods, the Board may require forfeiture or recoupment of vested shares and any related sale proceeds under Snowflake’s incentive compensation recoupment policy.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2026

SNOWFLAKE INC.
(Exact name of registrant as specified in its charter)

Delaware
001-39504
46-0636374
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
135 Constitution Drive
94025
Menlo Park,California
(Address of Principal Executive Offices)
(Zip Code)
(844) 766-9355
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueSNOWThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Snowflake Inc. (the “Company”), in consultation with the Board, granted a performance-based restricted stock unit (“PSU”) award to the Company’s Chief Executive Officer, Sridhar Ramaswamy (the “CEO Performance Award”). In granting the CEO Performance Award, the Compensation Committee considered the importance of retaining and incentivizing Mr. Ramaswamy, a highly sought-after industry leader with a unique combination of deep AI expertise, operational and product leadership experience, and demonstrated ability to drive the Company’s strategic direction, within a highly competitive environment for AI talent. The Compensation Committee structured the award over an extended performance period and with stock price milestones that require material long-term stockholder value creation in order to be earned.

The CEO Performance Award consists of a PSU award under the Company’s 2020 Equity Incentive Plan (the “Plan”) for 1,000,000 shares of the Company’s common stock (“Common Stock”). Two requirements must be satisfied for a PSU to vest: a service-based requirement and a stock price requirement, as described below.

The stock price requirement divides the award into five tranches with escalating stock price milestones that are designed to culminate in adding up to $100 billion of stockholder value on a fully-diluted basis (subject to certain exclusions, including shares reserved for settlement of Employee Stock Purchase Plan purchases and settlement of debt) from the closing price of the Common Stock on July 15, 2026. The stock price requirement will be met on the date that the Compensation Committee certifies that the average closing price per share of Common Stock over a consecutive ninety (90) calendar day period has met or exceeded the applicable stock price target prior to the end of the performance period with respect to such tranche, as set forth in the table below. The performance period begins on the date of grant and continues for the applicable number of years set forth below. Except as set forth below, if a stock price requirement is not met by the end of the relevant performance period, the related tranche of PSUs will be forfeited.
TrancheCompany Stock Price TargetNumber of Restricted Stock UnitsPerformance Period (Years)
1$324100,0002
2$375150,0003
3$427250,0005
4$479250,0007
5$531250,0007

The service-based requirement will be met on September 15, 2029 for tranches 1 and 2 and September 15, 2030 for tranches 3, 4, and 5, subject to Mr. Ramaswamy’s service as Chief Executive Officer through each such date. In addition to the vesting requirements described above, any earned shares are subject to a one-year delivery deferral, except as set forth below. The shares associated with any portion of the CEO Performance Award that vests (i.e., that meets both the service-based requirement and the stock price requirement) will be delivered within 30 days following the earlier of the first anniversary of the vesting date or a Change in Control (so long as the Change in Control is a 409A Change in Control (as defined in the Plan)), but in either case no later than December 31 of the year in which such anniversary or Change in Control, as the case may be, occurs.

If a Change in Control (as defined in the Plan) occurs during a performance period, then the performance period will end as of immediately prior to the Change in Control, and to the extent that any of the stock price requirements would be achieved based on the value of the per-share consideration received by the


Company’s stockholders (based on linear interpolation above $324), such stock price requirement(s) will be deemed achieved, and the remainder of the award will be forfeited.

If Mr. Ramaswamy’s service as Chief Executive Officer is terminated by the Company in a termination that qualifies as an Involuntary Termination (as defined in the Company’s Severance and Change in Control Plan (the “Severance Plan”)) or by reason of Mr. Ramaswamy’s death or Disability (as defined in the Severance Plan), in each case prior to a Change in Control, then (i) any PSUs that have not met a stock price requirement as of such termination will remain outstanding for 45 days and will be eligible to meet stock price requirements during that time (with any related service-based requirement being deemed met at such time as the stock price requirement is met), and any PSUs that have not met a stock price requirement as of the 45th day will be forfeited; and (ii) any PSUs that have met a stock price requirement shall be deemed to have met the service-based requirement as of immediately prior to the effective time of the termination, but in either case shall remain subject to the applicable deferred delivery provisions. If Mr. Ramaswamy’s service as Chief Executive Officer is terminated in a termination that qualifies as an Involuntary Termination following a Change in Control, then any PSUs that have met a stock price requirement shall be deemed to have met the service-based requirement as of immediately prior to the effective time of the termination and will not be subject to the deferred delivery provisions. If Mr. Ramaswamy’s service as Chief Executive Officer is terminated for any reason other than the reasons set forth in the preceding paragraph, any PSUs that have not met a stock price requirement (or that have met a stock price requirement but not the service-based requirement) as of the date of such termination will be forfeited.

In the event (i) it is determined by the Board that, either during a performance period or during the three (3) year period immediately preceding such performance period, Mr. Ramaswamy has engaged in Misconduct (as defined pursuant to the terms of the CEO Performance Award), or (ii) either during a performance period or during the Lookback Period (as defined in the Snowflake Inc. Incentive Compensation Recoupment Policy (the “Clawback Policy”)), there is an Accounting Restatement (as defined in the Clawback Policy), then in either case, the Board may determine that all vested shares received by Mr. Ramaswamy pursuant to this CEO Performance Award, and/or any proceeds from the sale of such shares, be promptly forfeited in full by Mr. Ramaswamy to the Company and/or any value received be subject to prompt and full recoupment by the Company from Mr. Ramaswamy. Application of these “clawback” provisions will be subject to the determination of the Board, except to the extent that application is required by the terms of the Clawback Policy.

The foregoing summary of the terms and conditions of the CEO Performance Award does not purport to be complete and is qualified in its entirety by reference to the provisions of the Plan and form of Global RSU Award Grant Notice and Global Restricted Stock Unit Award Agreement the Plan previously filed with the Securities and Exchange Commission.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Snowflake Inc.
Dated: July 16, 2026
By:/s/ Brian Robins
Brian Robins
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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