iot-20240529

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


SAMSARA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1 De Haro Street

San Francisco, California 94107

(415) 985-2400

May 29, 2024

Dear Fellow Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Samsara Inc., to be held on Wednesday, July 10, 2024 at 11:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you will be able to listen to the meeting live, submit questions and vote online.

We have elected to deliver our proxy materials to our stockholders over the Internet under the Securities and Exchange Commission rules that allow companies to do so. This delivery process reduces our environmental impact and lowers the costs of printing and distributing our proxy materials without adversely impacting our stockholders’ timely access to this important information. On or about May 29, 2024, we expect to mail the Notice of Internet Availability containing instructions on how to access our proxy statement for the annual meeting and our annual report to our stockholders. The Notice of Internet Availability also provides instructions on how to vote by mail or over the Internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

The notice of annual meeting on the next page as well as our full proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in Samsara.

Sincerely,


/s/ Sanjit Biswas						/s/ John Bicket
Sanjit Biswas						John Bicket

Co-Founder, CEO & Chair						Co-Founder, Executive Vice President, CTO & Director

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SAMSARA INC.

1 De Haro Street

San Francisco, California 94107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Time and Date			11:00 a.m., Pacific Time, on Wednesday, July 10, 2024

Place			The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

Items of Business			•To elect eight directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified. •To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025. •To approve, on a non-binding advisory basis, the compensation of our named executive officers. •To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Record Date			May 17, 2024 Only stockholders of record as of May 17, 2024 are entitled to notice of and to vote at the annual meeting.

Availability of Proxy Materials			The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about May 29, 2024 to all stockholders entitled to vote at the annual meeting. The proxy materials and our annual report can be accessed as of May 29, 2024 by visiting www.proxyvote.com.

Voting			Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.


			By order of the Board of Directors,

			/s/ Adam Eltoukhy
			Adam Eltoukhy
			Executive Vice President, Chief Legal Officer and Corporate Secretary
			San Francisco, California
			May 29, 2024

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TABLE OF CONTENTS


			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
Our Board of Directors			7
Nominees for Director			8
Director Independence			10
Board Leadership Structure			11
Role of Board in Risk Oversight Process			11
Board Committees			12
External Director Commitments			14
Attendance at Board and Stockholder Meetings			14
Executive Sessions of Non-Employee Directors			14
Compensation Committee Interlocks and Insider Participation			14
Considerations in Evaluating Directors and Director Nominees			14
Stockholder Recommendations and Nominations to our Board of Directors			15
Communications with the Board of Directors			16
Policy Prohibiting Hedging or Pledging of Securities			16
Corporate Governance Guidelines and Code of Conduct			16
Director Compensation			16
PROPOSAL NO. 1: ELECTION OF DIRECTORS			19
Nominees			19
Vote Required			19
Board Recommendation			19
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
Fees Paid to the Independent Registered Public Accounting Firm			20
Auditor Independence			20
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			20
Vote Required			21
Board Recommendation			21
REPORT OF THE AUDIT COMMITTEE			22
PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			23
Vote Required			23
Board Recommendation			23
EXECUTIVE OFFICERS			24
EXECUTIVE COMPENSATION			25
Compensation Discussion and Analysis			25
REPORT OF THE COMPENSATION COMMITTEE			37
Summary Compensation Table for Fiscal Year 2024			38
Grants of Plan-Based Awards for Fiscal Year 2024			39
Executive Employment Agreements			39
Outstanding Equity Awards at Fiscal Year 2024 Year-End			40
Option Exercises and Stock Vested			41
Potential Payments upon Termination or Change in Control			42
Equity Compensation Plan Information			44
CHIEF EXECUTIVE OFFICER PAY RATIO			45

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PAY VERSUS PERFORMANCE			46
Tabular List of Performance Measures			48
Description of Relationships Between Compensation Actually Paid and Performance			48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			54
Aircraft Agreement			54
Investors’ Rights Agreement			54
Limitation of Liability and Indemnification of Officers and Directors			54
Policies and Procedures for Related Person Transactions			55
OTHER MATTERS			56
Delinquent Section 16(a) Reports			56
Stockholder Proposals or Director Nominations for Fiscal Year 2026 Annual Meeting			56
Availability of Bylaws			57
Fiscal Year 2024 Annual Report and SEC Filings			57
APPENDIX A			58

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SAMSARA INC.

PROXY STATEMENT

FOR FISCAL YEAR 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held at 11:00 a.m., Pacific Time, on Wednesday, July 10, 2024

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

In this proxy statement, we refer to Samsara Inc. as “Samsara,” “we” or “us” and the board of directors of Samsara as our “Board of Directors” or our “Board”. Our annual report, which contains consolidated financial statements as of and for the fiscal year ended February 3, 2024, accompanies this proxy statement. You also may obtain a copy of the annual report without charge by emailing ir@samsara.com.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the fiscal year 2025 annual meeting of stockholders of Samsara and any postponements, adjournments or continuations thereof. The annual meeting will be held on Wednesday, July 10, 2024 at 11:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or given on or about May 29, 2024 to all stockholders of record as of May 17, 2024. The proxy materials and our annual report can be accessed as of May 29, 2024 by visiting www.proxyvote.com. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.

What proposals will be voted on at the annual meeting?

The following proposals will be voted on at the annual meeting:

•the election of eight directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified;

•the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025;

•the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and

•any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

As of the date of this proxy statement, our management and Board of Directors were not aware of any other matters to be presented at the annual meeting.

How does the Board of Directors recommend that I vote on these proposals?

Our Board of Directors recommends that you vote your shares:

•“FOR” the election of each director nominee named in this proxy statement;

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•“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025; and

•“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

Who is entitled to vote at the annual meeting?

Holders of our Class A and Class B common stock as of the close of business on May 17, 2024, the record date for the annual meeting, may vote at the annual meeting. As of the record date, there were 217,239,517 shares of our Class A common stock outstanding, 333,565,641 shares of our Class B common stock outstanding and no shares of our Class C common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each matter properly brought before the annual meeting, each share of Class B common stock is entitled to ten votes on each matter properly brought before the annual meeting and each share of Class C common stock is not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our common stock.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

Is there a list of registered stockholders entitled to vote at the annual meeting?

A list of registered stockholders entitled to vote at the annual meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of ten calendar days prior to the meeting between the hours of 9:00 a.m. and 4:30 p.m., Pacific Time, at our principal executive offices located at 1 De Haro Street, San Francisco, California 94107 by contacting our corporate secretary in writing at the foregoing address.

How many votes are needed for approval of each proposal?

•Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of “FOR” votes are elected as directors. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as a director. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted “FOR” a particular nominee, whether as a result of choosing to “WITHHOLD” authority to vote or a broker non-vote, will have no effect on the outcome of the election.

•Proposal No. 2: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025 requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote thereon. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

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•Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of our named executive officers, requires the affirmative vote of a majority of the voting power of the shares present virtually or by proxy at the annual meeting and entitled to vote thereon. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on us or our Board of Directors. Our Board of Directors and our compensation committee, however, will consider the outcome of the vote when determining the compensation of our named executive officers.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Class A common stock you own as of the close of business on May 17, 2024 and you have ten votes for each share of Class B common stock you own as of the close of business on May 17, 2024.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

Stockholder of Record. If you are a stockholder of record, you may vote in one of the following ways:

•by Internet at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on July 9, 2024 (have your Notice of Internet Availability or proxy card in hand when you visit the website);

•by telephone at +1-800-690-6903, 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on July 9, 2024 (have your Notice of Internet Availability or proxy card in hand when you call);

•by completing, signing and mailing your proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (if you received printed proxy materials), which must be received prior to the annual meeting; or

•by attending the annual meeting virtually by visiting www.virtualshareholdermeeting.com/IOT2024, where you may vote during the meeting (have your Notice of Internet Availability or proxy card in hand when you visit the website).

Street Name Stockholders. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or notice of internet availability of proxy materials indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the annual meeting with the control number indicated on that voting instruction form or notice of internet availability of proxy materials. Otherwise, you may not vote your shares at the annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•“FOR” the election of each director nominee named in this proxy statement;

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•“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025; and

•“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:

•entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);

•completing and returning a later-dated proxy card, which must be received prior to the annual meeting;

•delivering a written notice of revocation to our corporate secretary at Samsara Inc., 1 De Haro Street, San Francisco, California 94107, Attention: Corporate Secretary, which must be received prior to the annual meeting; or

•attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

What do I need to do to attend the annual meeting?

We will be hosting the annual meeting via live audio webcast only.

Stockholder of Record. If you were a stockholder of record as of the record date, then you may attend the annual meeting virtually, and will be able to submit your questions during the meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/IOT2024. To attend and participate in the annual meeting, you will need the control number included on your Notice of Internet Availability or proxy card. The annual meeting live audio webcast will begin promptly at 11:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m., Pacific Time, and you should allow ample time for the check-in procedures.

Street Name Stockholders. If you were a street name stockholder as of the record date and your voting instruction form or notice of internet availability of proxy materials indicates that you may vote your shares through the proxyvote.com website, then you may access and participate in the annual meeting with the control number indicated on that voting instruction form or notice of internet availability of proxy materials. Otherwise, street name stockholders should contact their bank, broker or other nominee and obtain a legal proxy in order to be able to attend and participate in the annual meeting.

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What if I cannot find my control number?

Please note that if you do not have your control number and you are a registered stockholder, you will be able to log in as a guest. To join the meeting webcast, visit www.virtualshareholdermeeting.com/IOT2024 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a street name stockholder, you will need to contact that bank, broker, or other holder of record to obtain your control number prior to the annual meeting.

How can I get help if I have trouble checking in or listening to the annual meeting online?

If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page at www.virtualshareholdermeeting.com/IOT2024. Technical support will be available starting at 10:45 a.m. Pacific Time on Wednesday, July 10, 2024 and will remain available until the annual meeting has ended.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Each of Sanjit Biswas, John Bicket, Dominic Phillips and Adam Eltoukhy has been designated as proxy holder for the annual meeting by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holder will use his or her own judgment to determine how to vote your shares. If the annual meeting is postponed or adjourned, then the proxy holder can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election.

How can I contact Samsara’s transfer agent?

You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at 800-736-3001 (or +1-781-575-3100 for international callers), or by writing to Computershare Trust Company, N.A., at PO Box 43006, Providence, Rhode Island 02940-3006. Stockholders of record may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at www.computershare.com.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our Board of Directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

Where can I find the voting results of the annual meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission, or SEC, within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

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Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed proxy materials?

If you receive more than one Notice of Internet Availability or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice of Internet Availability or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one copy of the Notice of Internet Availability or proxy statement and annual report. How may I obtain an additional copy of the Notice of Internet Availability or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice of Internet Availability or proxy statement and annual report, as applicable, you may contact us as follows:

Samsara Inc.

Attention: Corporate Legal

1 De Haro Street

San Francisco, California 94107

Tel: (415) 985-2400

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors

Our Board of Directors currently consists of nine directors, seven of whom are independent under the listing standards of the New York Stock Exchange (“NYSE”). At each annual meeting of stockholders, directors will be elected for a one-year term and until their successors are duly elected and qualified. After our fiscal year 2025 annual meeting, our Board of Directors will consist of eight directors.

The following table sets forth the names, ages, and certain other information for each of our directors and director nominees, as of May 17, 2024:


Name	Age	Position(s)	Director Since
Sanjit Biswas	42	Co-Founder, Chief Executive Officer and Chair	2015
John Bicket	44	Co-Founder, Executive Vice President, Chief Technology Officer and Director	2015
Marc Andreessen	52	Director	2015
Todd Bluedorn(1) (2)	61	Director	2023
Sue Bostrom(1)	63	Director	2021
Jonathan Chadwick(3)	58	Lead Independent Director	2020
Ann Livermore(1) (3)	65	Director	2021
Hemant Taneja(2) (4)	49	Director	2017
Sue Wagner(2) (3)	62	Director	2020

_________________________

(1)Member of compensation committee

(2)Member of nominating and corporate governance committee

(3)Member of audit committee

(4)Mr. Taneja’s current term will expire at the fiscal year 2025 annual meeting. We extend our sincere thanks to Mr. Taneja for his distinguished service on our Board of Directors since before our initial public offering, which occurred in December 2021 (“IPO”). We are deeply grateful for his expertise and dedication to our Board of Directors.

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Our Board of Directors is composed of a diverse group of individuals with a variety of backgrounds, experience and skills relevant to our company. The composition of our Board of Directors provides a broad range of perspectives and enhances our ability to execute on our company strategy. The following chart reflects the range of skills and experience possessed by our Board of Directors as well as their individual diversity characteristics.

Skill

Sanjit Biswas

John Bicket

Marc Andreessen

Todd Bluedorn

Sue Bostrom

Jonathan Chadwick

Ann Livermore

Hemant Taneja

Sue Wagner

Core

Public Company Leadership

✔

Financial

✔

Corporate Governance

✔

Risk Management

✔

Strategic

Technology and Innovation

✔

Global Business and Operations

✔

Marketing and Brand Building

✔

Human Capital Management

✔

DIVERSITY

Gender

Male

Female

Male

Female

Male

Female

Race/Ethnicity

Asian

White

Asian

White

Nominees for Director

Sanjit Biswas. Mr. Biswas has served as our Chief Executive Officer and as the Chairman of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the Chief Executive Officer and co-founder of Meraki, an information technology company, from April 2006 to December 2012. He served as Vice President and General Manager at Cisco Systems, a technology company, from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Biswas holds a B.S. in Computer Systems Engineering from Stanford University and an S.M. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

We believe Mr. Biswas is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as one of our co-founders, as well as his prior business experience.

John Bicket. Mr. Bicket has served as our Chief Technology Officer and as a member of our Board of Directors since February 2015. Prior to co-founding Samsara, he was the CTO and co-founder of Meraki from April 2006 to December 2012. He served as Vice President of Engineering at Cisco Systems from December 2012 to January 2015 following Cisco’s acquisition of Meraki in 2012. Mr. Bicket holds a B.S. in Computer Science from Cornell University and an S.M. in Computer Science from the Massachusetts Institute of Technology.

We believe Mr. Bicket is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Technology Officer and as one of our co-founders, as well as his prior business experience.

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Marc Andreessen. Mr. Andreessen has served as a member of our Board of Directors since May 2015. He is a co-founder and has been a General Partner of Andreessen Horowitz, a venture capital firm, since July 2009. Previously, Mr. Andreessen co-founded and served as the Chairman of the board of directors of Opsware, Inc. (formerly known as Loudcloud Inc.), a software company. He also served as Chief Technology Officer of America Online, Inc., an Internet services company. Mr. Andreessen was a co-founder of Netscape Communications Corporation, a software company, and served in various positions, including Chief Technology Officer and Executive Vice President of Products. Mr. Andreessen previously served as a member of the boards of directors of eBay Inc., an e-commerce company, Hewlett-Packard Company, a software and hardware provider, and Hewlett Packard Enterprise Company, a technology solutions provider. Mr. Andreessen currently sits on the boards of directors of Meta Platforms, Inc., a technology company, Coinbase Global, Inc., a cryptocurrency exchange platform, and several private companies. Mr. Andreessen holds a B.S. in computer science from the University of Illinois Urbana-Champaign.

We believe that Mr. Andreessen is qualified to serve as a member of our Board of Directors due to his extensive leadership and business experience as an Internet entrepreneur, venture capitalist, and technologist, as well as his service on other boards of directors of various public companies.

Todd Bluedorn. Mr. Bluedorn has served as a member of our Board of Directors since August 2023. He has most recently served as Vice Chair of Madison Industries, a privately-held industrial company, from 2022 to 2023. Prior to Madison Industries, he served as Chief Executive Officer of Lennox International, a climate control solutions provider, from 2007 to 2022, and as Chairman of the board of Lennox International from 2012 to 2022. Prior to that, Mr. Bluedorn held several senior management positions at United Technologies Corporation, including leading Otis Elevator — North & South America, an elevator manufacturer and maintainer. He also served on the board of directors of Eaton Corporation from 2010 to 2020. He currently sits on the board of directors of Texas Instruments, a global semiconductor company. Mr. Bluedorn holds a B.S. in Electrical Engineering from The United States Military Academy at West Point and an M.B.A from Harvard Business School.

We believe that Mr. Bluedorn is qualified to serve as a member of our Board of Directors due to his leadership and business experience in the industrial sector and his service in several senior management positions.

Sue Bostrom. Ms. Bostrom has served as a member of our Board of Directors since March 2021. She previously served in various roles at Cisco Systems from 1997 to January 2011, most recently serving as Executive Vice President, Chief Marketing Officer, Worldwide Government Affairs. Ms. Bostrom currently serves on the boards of directors of GitLab Inc., a global software company, and ServiceNow, Inc., a cloud computing company, as well as the boards of directors of several private companies and non-profit organizations. Ms. Bostrom previously served as a member of the board of directors of Anaplan, Inc., a software company, from September 2017 until June 2022, Nutanix, a cloud computing company, from October 2017 until March 2022, Cadence Design Systems, Inc., a computational software company, from February 2011 until May 2021, Varian Medical Systems, Inc., a manufacturer of medical devices and software, from February 2005 until February 2019, Rocket Fuel Inc., an artificial intelligence media buying company, from February 2013 until its acquisition by Sizmek, Inc. in September 2017, and Marketo, Inc., a provider of software-as-a-service marketing automation solutions, from May 2012 until its acquisition by Vista Equity Partners in August 2016. Ms. Bostrom holds a B.S. in Business from the University of Illinois and an M.B.A. from the Stanford Graduate School of Business.

We believe Ms. Bostrom is qualified to serve as a member of our Board of Directors due to her extensive experience and leadership roles in the technology industry and her service on the boards of directors of various public companies.

Jonathan Chadwick. Mr. Chadwick has served as a member of our Board of Directors since August 2020. Since April 2016, he has been a private investor. From November 2012 to April 2016, Mr. Chadwick served as Chief Financial Officer, Chief Operating Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company. He previously served as the Chief Financial Officer of Skype Communication S.a.r.l., a voice over IP (VoIP) service company, and as a Corporate Vice President of Microsoft Corporation, a technology company, after its acquisition of Skype Communication S.a.r.l. Mr. Chadwick previously served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. Before that, Mr. Chadwick served in various executive roles at Cisco Systems. Mr. Chadwick also worked for Coopers & Lybrand (now PricewaterhouseCoopers), an accounting firm, in various roles in the United States and United Kingdom. He currently serves on the boards of directors of ServiceNow, Inc., a cloud computing company, Zoom Video Communications, Inc., a provider of remote conferencing services, Confluent, Inc., a data infrastructure company, and various private companies. He previously served on the board of directors of Elastic N.V., a search and data analysis company, Cognizant Technology Solutions Corporation, an IT business services provider, and F5 Networks, Inc., an application networking delivery company. Mr. Chadwick qualified as a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath.

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We believe Mr. Chadwick is qualified to serve as a member of our Board of Directors due to his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies.

Ann Livermore. Ms. Livermore has served as a member of our Board of Directors since June 2021. She previously served in various management and leadership roles at Hewlett-Packard Company from 1982 to October 2011, most recently serving as Executive Vice President. Ms. Livermore currently serves on the boards of directors of Qualcomm Incorporated, a wireless technology company, and Hewlett Packard Enterprise Company, as well as several boards of directors of private companies. Ms. Livermore previously served as a member of the board of directors of Hewlett-Packard Company from June 2011 until November 2015 and United Parcel Service, Inc., a shipping and supply chain management company, from November 1997 until May 2023. Ms. Livermore holds a B.A. in Economics from the University of North Carolina, Chapel Hill and an M.B.A. from the Stanford Graduate School of Business.

We believe Ms. Livermore is qualified to serve as a member of our Board of Directors due to her extensive experience and leadership roles in the technology industry and her service on the boards of directors of various public companies.

Sue Wagner. Ms. Wagner has served as a member of our Board of Directors since November 2020. She is a co-founder of BlackRock, Inc., an asset management company, and held various roles there from its founding until her retirement in July 2012. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Vice Chairman, Chief Operating Officer, Head of Corporate Strategy, a member of the Global Executive Committee and Global Operating Committee, and led the alternative investments and international client businesses. She currently serves on the boards of directors of BlackRock, Apple Inc., an electronics and software company, and Color Health, a private health technology company. Ms. Wagner previously served as a member of the board of directors of Swiss Re Ltd., an insurance and reinsurance company, from April 2014 to April 2023. Ms. Wagner holds a B.A. in English and Economics from Wellesley College and an M.B.A. in Finance from the University of Chicago.

We believe Ms. Wagner is qualified to serve as a member of our Board of Directors due to her operational experience, including her service as chief operating officer of a large multinational public company, her extensive financial expertise and experience in the financial services industry, and her global business perspective from her service on other boards.

Director Independence

Our Class A common stock is listed on the NYSE. As a company listed on the NYSE, we are required under NYSE listing rules to maintain a board comprised of a majority of independent directors as determined affirmatively by our Board of Directors. Under NYSE listing rules, a director will only qualify as an independent director if that listed company’s board of directors affirmatively determines that the director has no material relationship with such listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with such listed company). In addition, the NYSE listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing rules applicable to compensation committee members.

Our Board of Directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that Mr. Andreessen, Mr. Bluedorn, Ms. Bostrom, Mr. Chadwick, Ms. Livermore, Mr. Taneja, and Ms. Wagner, representing seven of our nine directors, do not have any material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and that each of these directors is an “independent director” as defined under the listing standards of the NYSE.

In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

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Board Leadership Structure

Sanjit Biswas, our co-founder and Chief Executive Officer, serves as Chair of our Board of Directors, presides over meetings of our Board of Directors, and holds such other powers and carries out such other duties as are customarily carried out by the Chair of our Board of Directors. Our independent directors bring experience, oversight, and expertise from outside of our company, while Mr. Biswas and Mr. Bicket each bring current company-specific experience, leadership, and insight as our co-founders and Chief Executive Officer and Chief Technology Officer, respectively.

Our Board of Directors has adopted corporate governance guidelines that provide that one of our independent directors should serve as our Lead Independent Director if the Chair of the Board of Directors is not independent. Our Board of Directors has appointed Mr. Chadwick to serve as our Lead Independent Director. As Lead Independent Director, Mr. Chadwick carries out the duties and responsibilities outlined below and performs such additional duties as our Board of Directors may otherwise determine and delegate. Our Board of Directors believes that this structure is appropriate and offers independent leadership and engagement from the Lead Independent Director, while providing the benefit of having our Chief Executive Officer, the individual with primary responsibility for managing the company’s day-to-day operations, chair regular Board of Directors’ meetings as key business and strategic issues are discussed.


Duties and Responsibilities of our Lead Independent Director
✔ Maintain significant involvement in meetings of the Board of Directors and executive sessions, including presiding over meetings at which the Chair is not present
✔ Act as liaison between the Chair, our independent directors and company management
✔ Evaluate and advise the Chair as to the quality, quantity and timeliness of the flow of information between company management and the independent directors as is appropriate for the independent directors to effectively perform their duties
✔ Provide input to the Chair, as appropriate, with respect to the meeting agendas for the Board of Directors and its committees
✔ Call and preside at periodic meetings of the independent directors and communicate relevant feedback to the Chair and company management as needed
✔ Be available for consultation and communication with significant stockholders wishing to communicate directly with our independent directors
✔ Coordinate the assessment of Board committee structure, organization and effectiveness in partnership with the Chair

Role of Board in Risk Oversight Process

Risk is inherent with every business and the management of those risks is part of the health and well-being of how businesses operate. We face a number of risks, including strategic, financial, business, operational, legal, compliance, cybersecurity and reputational risks that are disclosed in our annual report. On cybersecurity in particular, like other technology companies, we have faced and expect to face cybersecurity threats on an ongoing basis. We regularly monitor and test our safeguards, and have taken affirmative steps to demonstrate our commitment to data security and privacy, such as obtaining cybersecurity-related certifications under standards promulgated by the International Organization for Standardization.

We have designed and implemented processes to manage risk in our operations. Risks are categorized and assessed based on their respective estimated impact and likelihood to occur, the velocity with which the risks may materialize, and any management action plan, as well as the company’s current and likely future capability, to address each risk. On a quarterly basis, specific departmental risk reviews are held with senior leaders from across the company. The company’s highest priority risks are presented to its risk steering committee, which consists of executive management and is chaired by our Vice President of Internal Audit and Risk Governance. At the risk steering committee, individual managers responsible for the company’s highest priority risks report and receive feedback on the company’s progress in mitigating those risks. Management is responsible for the day-to-day management of risks the company faces, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular Board meeting. Our Vice President of Internal Audit and Risk Governance makes periodic reports to the Board and its committees with respect to various aspects of risk management, with assistance from our Head of Compliance, who reports directly to our Chief Legal Officer. Our Board has full access to management and has the ability to engage outside advisors and experts as needed to assess current and potential future risks.

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In addition, our Board has tasked designated standing committees with oversight over certain categories of risk management. Our audit committee oversees enterprise risk management in the areas of internal control over financial reporting, disclosure controls and procedures, legal and regulatory compliance, cybersecurity and other information technology risks. Our compensation committee oversees compensation and other employee-related risks, including risks relating to our executive compensation plans and arrangements as well as talent and leadership development and management, including matters relating to the attraction, development and retention of a diverse and talented workforce. Our nominating and corporate governance committee oversees risks relating to governance, including our corporate governance practices, the composition and effectiveness of our Board of Directors, and issues related to corporate social responsibility and sustainability. The Board receives reports on all significant committee activities at each regular Board meeting and evaluates the risks inherent in significant transactions. Together with the committees, our Board reviews the overall risk profile of the company on at least an annual basis.

Our Board of Directors believes its current structure and leadership support its risk oversight function.

Board Committees

Our Board of Directors has established the following standing committees of the Board: an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of those committees is described below.

Audit Committee

The current members of our audit committee are Mr. Chadwick, Ms. Livermore and Ms. Wagner. Mr. Chadwick is the chairperson of our audit committee. Our Board of Directors has determined that each member of our audit committee meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the listing standards of the NYSE, and each member also meets the financial literacy requirements of the listing standards of the NYSE. Our Board of Directors has determined that each of Mr. Chadwick and Ms. Wagner is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K. Our audit committee is responsible for, among other things:

•appointing and overseeing our independent auditor;

•reviewing and approving audit and non-audit services;

•reviewing and approving (or recommending for approval to our Board of Directors) earnings materials, financial statements and related disclosures in periodic reports;

•reviewing internal controls and disclosure controls and procedures;

•overseeing the design, implementation and performance of our internal audit function;

•reviewing and discussing the adequacy and effectiveness of our legal, regulatory and ethical compliance programs;

•overseeing our policies on risk assessment and management;

•reviewing and monitoring compliance with our Code of Conduct; and

•reviewing and approving related party transactions.

No member of our audit committee should simultaneously serve on the audit committee of more than two additional public companies unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on the audit committee and discloses such determination in accordance with the requirements of the NYSE. Our Board of Directors has considered Mr. Chadwick’s simultaneous service on the audit committees of Samsara and three other public companies and has determined that such simultaneous service does not impair his ability to effectively serve as a member and chairperson of our audit committee.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our audit committee is available on our investor relations website at https://investors.samsara.com/governance/governance-documents.

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During fiscal year 2024, our audit committee held six meetings.

Compensation Committee

The current members of our compensation committee are Ms. Bostrom, Mr. Bluedorn and Ms. Livermore. Ms. Bostrom is the chairperson of our compensation committee. Our Board of Directors has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of the NYSE. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

•reviewing and approving (or recommending to our Board of Directors) CEO and executive officer compensation;

•reviewing, approving, administering and overseeing our employee benefit and equity incentive plans;

•retain compensation consultants and other advisors; and

•reviewing and recommending to the Board of Directors compensation for non-employee directors.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our compensation committee is available on our investor relations website at https://investors.samsara.com/governance/governance-documents.

During fiscal year 2024, our compensation committee held five meetings.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Ms. Wagner, Mr. Bluedorn and Mr. Taneja. Ms. Wagner is the chairperson of our nominating and corporate governance committee. Our Board of Directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence for nominating and corporate governance committee members under the listing standards of the NYSE. Mr. Taneja will continue to serve on our nominating and corporate governance committee until his term expires at our fiscal year 2025 annual meeting. Our nominating and corporate governance committee will then consist of Ms. Wagner and Mr. Bluedorn. Our nominating and corporate governance committee is responsible for, among other things:

•assisting the Board of Directors by identifying individuals qualified to become members of the Board of Directors, and recommending to the Board of Directors, proposed nominees for election to the Board of Directors and appointment to its committees;

•considering director nominees properly recommended or nominated by stockholders;

•evaluating and recommending to the Board of Directors corporate governance policies, practices and guidelines applicable to the company;

•reviewing potential conflicts of interest;

•facilitating the annual performance review of the Board of Directors and its committees; and

•periodically reviewing and making recommendations to the Board of Directors regarding corporate governance trends, including developments related to corporate social responsibility, sustainability and other matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our nominating and corporate governance committee is available on our investor relations website at https://investors.samsara.com/governance/governance-documents.

During fiscal year 2024, our nominating and corporate governance committee held four meetings.

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External Director Commitments

Our corporate governance guidelines contain a description of our overboarding policy, which is designed to help ensure that our directors can perform their duties and responsibilities as a director by limiting the number of additional public company boards on which they may serve. Our directors are not permitted to serve on more than four additional public company boards without the approval of the Board of Directors. In addition, any director who is the chief executive officer of a public company, including our CEO, should not serve on more than two additional public company boards, and no member of our audit committee should serve on the audit committee of more than two other public companies, without the approval of the Board of Directors. In partnership with our nominating and corporate governance committee, the Board of Directors will consider multiple factors when reviewing a request for an exception to this policy. These factors include a director’s attendance and level of engagement at Board and committee meetings, the role that the director plays on the Board of Directors as well as his or her role on the boards and committees of the other public companies, the diversity of experience and background that the director contributes to the Board’s composition, and other relevant factors as needed.

Attendance at Board and Stockholder Meetings

During our fiscal year ended February 3, 2024, our Board of Directors held four meetings, and each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board of Directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at the annual meetings of stockholders, we encourage directors to attend. Seven of the eight members of our Board of Directors at the time attended the fiscal year 2024 annual meeting.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable NYSE rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions led by our Lead Independent Director without management directors or management present on a periodic basis. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Considerations in Evaluating Directors and Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and its respective committees and other director qualifications. While our Board has not established minimum qualifications for Board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our Board of Directors and skills that are complementary to our Board of Directors, an understanding of our business, an understanding of the responsibilities that are required of a member of our Board of Directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board of Directors. Although our Board of Directors does not maintain a specific policy with respect to Board diversity, our Board of Directors believes that the Board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences.

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If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. During fiscal year 2024, our nominating and corporate governance committee utilized the services of Heidrick & Struggles to assist in the identification and selection of a potential director, including with respect to Mr. Bluedorn, to join our Board of Directors.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our Board of Directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board.

Our nominating and corporate governance committee also oversees the annual self-evaluation process for our Board of Directors and its committees, including conducting surveys of director observations and suggestions on the effectiveness of the Board. The nominating and corporate governance committee is responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as making recommendations to the Board regarding any changes they may deem appropriate based on insights collected through the evaluation process. We utilize the results of the evaluation process to analyze the effectiveness of our current Board composition, structure, and processes and to determine the critical skills and characteristics required of prospective candidates for election to our Board.

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our Board of Directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our Board of Directors should direct the recommendation in writing by letter to our corporate secretary at Samsara Inc., 1 De Haro Street, San Francisco, California 94107, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock, among other required information. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our fiscal year 2026 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for Fiscal Year 2026 Annual Meeting.”

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Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate directly with our non-management directors may do so by writing and sending the correspondence to our corporate secretary or legal department by mail to our principal executive offices at Samsara Inc., 1 De Haro Street, San Francisco, California 94107. Our corporate secretary or legal department, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our Board of Directors to consider and (3) matters that are of a type that render them improper or irrelevant to the functioning of our Board of Directors or our business, including, without limitation, mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material. If appropriate, our corporate secretary or legal department will route such communications to the appropriate director(s) or, if none is specified, then to the chair of the Board or the lead independent director. These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, our employees, including our executive officers, and the members of our Board of Directors are prohibited from, among other things, (1) engaging in short sales of our securities, (2) directly or indirectly engaging in transactions that hedge or offset, or are designed to hedge or offset, the risks associated with holding our equity securities either granted as part of their compensation or held directly or indirectly by them, including (i) trades in publicly traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us) or (ii) purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), (3) pledging any of our securities as collateral for any loans unless explicitly approved in writing by our Chief Legal Officer and (4) holding our securities in a margin account.

Corporate Governance Guidelines and Code of Conduct

Our Board of Directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our Board of Directors and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a code of conduct that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and code of conduct are available on our investor relations website at https://investors.samsara.com/governance/governance-documents. We will post amendments to our code of conduct or any waivers of our code of conduct for directors and executive officers on the same website.

Director Compensation

We have an outside director compensation policy for our non-employee directors, which we most recently updated in May 2023. The current outside director compensation policy was developed with input from our independent compensation consultant, Compensia, Inc. (“Compensia”) regarding practices and compensation levels of similarly situated companies and is intended to attract, retain, and reward non-employee directors.

Under our outside director compensation policy, non-employee directors are entitled to receive compensation in the form of cash and equity, as described below.

•$35,000 retainer per year for each non-employee director;

•$35,000 retainer per year for the non-executive chair of the Board of Directors (if appointed);

•$19,800 retainer for the lead independent director;

•$23,000 retainer per year for the chair of the audit committee or $10,000 retainer per year for each other member of the audit committee;

•$15,000 retainer per year for the chair of the compensation committee or $7,500 retainer per year for each other member of the compensation committee; and

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•$10,000 retainer per year for the chair of the nominating and corporate governance committee or $4,300 retainer per year for each other member of the nominating and corporate governance committee.

Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors will be paid quarterly in arrears on a prorated basis.

Each person who first becomes a non-employee director under the outside director compensation policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value equal to $400,000, rounded to the nearest whole share. Each initial award will vest as to 1/3rd of the underlying shares on the first quarterly vesting date following the date the individual became a non-employee director, and as to 1/3rd of the underlying shares on each of the next two anniversaries thereafter, subject to continued service through each relevant vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award.

On the date of each of our annual stockholder meetings, except as noted below, each non-employee director who is continuing as a director following our annual stockholder meeting automatically will be granted an award of restricted stock units covering a number of shares of our Class A common stock, with such award having a grant value of $200,000, rounded to the nearest whole share. Each annual award will vest on the earlier of the first anniversary of the award’s grant date or the day before the annual stockholder meeting following the date the annual award was granted, in each case subject to continued service through the relevant vesting date.

In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our outside director compensation policy) will fully vest and become immediately exercisable (if applicable), unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us.

Under our outside director compensation policy, in any fiscal year, no non-employee director may be paid, issued or granted cash compensation and equity awards following the effective date of our outside director compensation policy with a total value of greater than $750,000, with the value of an equity award based on its grant-date fair value for purposes of this limit. Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward this limit. The maximum annual limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Our outside director compensation policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our Board of Directors and committees thereof.

Our non-employee directors will remain eligible to receive equity awards and cash or other compensation outside of the outside director compensation policy, as may be provided from time to time at the discretion of our Board of Directors.

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Director Compensation for Fiscal Year 2024

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors for the fiscal year ended February 3, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2024, Mr. Biswas and Mr. Bicket were employees and executive officers of the company and therefore did not receive compensation as directors. See “Executive Compensation” for additional information regarding Mr. Biswas’ and Mr. Bicket’s compensation.


Name	Fees Paid or Earned in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	All Other Compensation ($)	Total ($)
Marc Andreessen (2)	—	—	—	—	—
Todd Bluedorn (3)	22,757	400,002	—	—	422,759
Sue Bostrom	48,750	199,992	—	—	248,742
Jonathan Chadwick (4)	78,453	199,992	—	—	278,445
Ann Livermore	51,250	199,992	—	—	251,242
Hemant Taneja (2)	—	—	—	—	—
Sue Wagner	53,250	199,992	—	—	253,242

_________________________

(1)The dollar value of the restricted stock unit, or RSU, awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. On June 29, 2023, each non-employee director, other than Mr. Andreessen, Mr. Bluedorn and Mr. Taneja, received an annual grant of 7,233 RSUs with a grant-date fair value of $27.65 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy. On August 4, 2023, Mr. Bluedorn received an initial grant in connection with his appointment to our Board of Directors of 15,468 RSUs with a grant-date fair value of $25.86 per share, the closing stock price as of the date of grant, in accordance with the terms of our outside director compensation policy.

(2)Mr. Andreessen and Mr. Taneja declined all compensation, including equity awards, for their service on our Board of Directors for the fiscal year ended February 3, 2024.

(3)Board and committee fees for Mr. Bluedorn are prorated to reflect his appointment to our Board of Directors and to the compensation committee and the nominating and corporate governance committee, effective August 4, 2023.

(4)Committee fees for Mr. Chadwick are prorated to reflect his transition off of the compensation committee, effective August 4, 2023, in connection with Mr. Bluedorn’s appointment.

The following table lists all outstanding equity awards held by non-employee directors as of February 3, 2024:


Name						Aggregate Number of Shares Underlying Outstanding Stock Awards
Marc Andreessen (1)						—
Todd Bluedorn						10,313
Sue Bostrom						82,233
Jonathan Chadwick						98,780
Ann Livermore						82,235
Hemant Taneja (1)						—
Sue Wagner						102,340

_________________________

(1)Mr. Andreessen and Mr. Taneja declined all compensation, including equity awards, for their service on our Board of Directors for the fiscal year ended February 3, 2024.

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PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Our Board of Directors currently consists of nine directors. Mr. Taneja’s current term will expire at the fiscal year 2025 annual meeting. As such, at the fiscal year 2025 annual meeting, our Board will consist of eight directors, each of whom will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

We extend our sincere thanks to Mr. Taneja for his distinguished service on our Board since before our IPO. We are deeply grateful for his expertise and dedication to our Board.

Nominees

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Sanjit Biswas, John Bicket, Marc Andreessen, Todd Bluedorn, Sue Bostrom, Jonathan Chadwick, Ann Livermore and Sue Wagner as nominees for election as directors at the annual meeting. If elected, each of Mr. Biswas, Mr. Bicket, Mr. Andreessen, Mr. Bluedorn, Ms. Bostrom, Mr. Chadwick, Ms. Livermore and Ms. Wagner will serve as a director until the fiscal year 2026 annual meeting of stockholders and until his or her respective successor is elected and qualified or until his or her earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Mr. Biswas, Mr. Bicket, Mr. Andreessen, Mr. Bluedorn, Ms. Bostrom, Mr. Chadwick, Ms. Livermore and Ms. Wagner have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee designated by the present Board of Directors to fill the vacancy.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted “FOR” a particular nominee, whether as a result of choosing to “WITHHOLD” authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending February 1, 2025. Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended February 3, 2024.

At the annual meeting, we are asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025. Our audit committee is submitting the appointment of Deloitte & Touche LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of Deloitte & Touche LLP, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of Deloitte & Touche LLP, then our audit committee may reconsider the appointment. One or more representatives of Deloitte & Touche LLP are expected to be present at the annual meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees billed or expected to be billed (in thousands) for professional audit services and other services rendered to us by Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (“Deloitte”) for our fiscal years ended February 3, 2024 and January 28, 2023.


	2024		2023
Audit Fees (1)	$	3,733	$	3,138
Audit-Related Fees (2)	—		—
Tax Fees (3)	348		497
All Other Fees (4)	10		—
Total Fees	$	4,091	$	3,635

_________________________

(1)“Audit Fees” consist of fees billed for professional services rendered in connection with the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting, reviews of our quarterly condensed consolidated financial statements, and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with regulatory filings or engagements for those fiscal years.

(2)For the fiscal years ended February 3, 2024 and January 28, 2023, there were no fees billed by Deloitte for professional services rendered under “Audit-Related Fees” in the table above.

(3)“Tax Fees” consist of fees for professional services for tax compliance and tax consulting.

(4)“All Other Fees” consist of fees related to subscriptions to an accounting research database for the fiscal year ended February 3, 2024. There were no fees billed by Deloitte for professional services rendered under “All Other Fees” for the fiscal year ended January 28, 2023.

Auditor Independence

In fiscal year 2024, there were no other professional services provided by Deloitte & Touche LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is generally required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All services provided by Deloitte & Touche LLP for our fiscal years ended February 3, 2024 and January 28, 2023 were pre-approved by our audit committee.

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Vote Required

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending February 1, 2025 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” this proposal.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING FEBRUARY 1, 2025.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the Board of Directors comprised solely of independent directors as required by the NYSE listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the Board of Directors. This written charter is reviewed annually for changes, as appropriate. With respect to Samsara’s financial reporting process, Samsara’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Samsara’s consolidated financial statements. Samsara’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of Samsara’s consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Samsara’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

•reviewed and discussed the audited consolidated financial statements with management and Deloitte & Touche LLP;

•discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC; and

•received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche LLP its independence.

Based on the review and discussions noted above, the audit committee recommended to the Board of Directors that the audited consolidated financial statements be included in Samsara’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the Board of Directors:

Jonathan Chadwick (Chair)

Ann Livermore

Sue Wagner

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Samsara under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent Samsara specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

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PROPOSAL NO. 3:

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and SEC rules, we are providing our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. This proposal, commonly known as a “Say-on-Pay” vote, gives our stockholders the opportunity to express their view on our named executive officers’ compensation as a whole. This vote is not intended to address any specific items of compensation or any specific named executive officer but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. At our fiscal year 2024 annual meeting, we asked our stockholders to express a preference for the frequency of our Say-on-Pay vote. The majority of our stockholders voted to hold the Say-on-Pay vote on an annual basis, and therefore, we will present this vote every year to our stockholders.

The Board encourages stockholders to carefully review the section of this proxy statement titled “Executive Compensation,” including the Compensation Discussion and Analysis and the Executive Compensation Tables, for a thorough discussion of the compensation of our named executive officers as well as our compensation philosophy and programs. We believe that the information provided in the section titled “Executive Compensation,” including the Compensation Discussion and Analysis and the Executive Compensation Tables, demonstrates that our executive compensation program was designed appropriately and is working to ensure that the interests of our executives are aligned with those of our stockholders in order to support long-term value creation.

Accordingly, our Board of Directors requests that shareholders approve, on a non-binding advisory basis, the following resolution at the fiscal year 2025 annual meeting:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in this proxy statement, is hereby approved.”

Vote Required

The approval, on a non-binding advisory basis, of the compensation of our named executive officers, requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Because this proposal is an advisory vote, the result will not be binding on us or our Board of Directors. Our Board of Directors and our compensation committee, however, will consider the outcome of the vote when making future compensation decisions regarding our named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of May 29, 2024.

Name

Age

Position

Sanjit Biswas

Co-Founder, Chief Executive Officer and Chair

John Bicket

Co-Founder, Executive Vice President, Chief Technology Officer and Director

Dominic Phillips

Executive Vice President, Chief Financial Officer

Adam Eltoukhy

Executive Vice President, Chief Legal Officer and Corporate Secretary

Lara Caimi

Executive Vice President, President of Worldwide Field Operations

Sanjit Biswas. For the biography of Mr. Biswas, see the section of this proxy statement titled “Board of Directors and Corporate Governance—Nominees for Director.”

John Bicket. For the biography of Mr. Bicket, see the section of this proxy statement titled “Board of Directors and Corporate Governance—Nominees for Director.”

Dominic Phillips. Mr. Phillips has served as our Chief Financial Officer since December 2019. From April 2014 to November 2019, he held various finance roles at ServiceNow, most recently Vice President, Finance and Head of Corporate Development, and from August 2010 to April 2014, he held various roles on Morgan Stanley’s technology investment banking team, most recently Vice President. Mr. Phillips holds a B.S. in Business from California Polytechnic State University—San Luis Obispo and an M.B.A. from University of California, Berkeley, Haas School of Business.

Adam Eltoukhy. Mr. Eltoukhy has served in various roles at Samsara since October 2018, most recently as our Chief Legal Officer. From November 2012 to October 2018, he was Legal Counsel at Palantir Technologies, where he served in a variety of positions, including most recently as the head of the litigation and intellectual property groups. Prior to joining Palantir, he was an associate with the firms of Morrison & Foerster and Weil, Gotshal and Manges. He also served as a law clerk on the United States District Court for the Northern District of California and the United States Court of Appeals for the Federal Circuit. Mr. Eltoukhy holds a B.S. in Electrical Engineering from Santa Clara University and a J.D. from Stanford Law School.

Lara Caimi. Ms. Caimi has served as our President of Worldwide Field Operations since July 2023. From December 2017 to July 2023, she held various roles at ServiceNow, including Chief Customer Officer and Chief Strategy Officer. From October 2000 to November 2017, Ms. Caimi was a Partner at Bain & Company, where she advised technology companies on growth and go-to-market strategy. Ms. Caimi holds a B.A in Economics and English Literature from St. Olaf College, an M.I.B. from University of Sydney, and an M.B.A. from Harvard Business School.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section describes the material elements of our executive compensation program for the following current and former executive officers, who are our named executive officers for the fiscal year ended February 3, 2024 (“FY 2024”):

•Sanjit Biswas, our Chief Executive Officer;

•Dominic Phillips, our Executive Vice President and Chief Financial Officer;

•Andy McCall, our former Executive Vice President and Chief Revenue Officer (1);

•John Bicket, our Executive Vice President and Chief Technology Officer;

•Adam Eltoukhy, our Executive Vice President and Chief Legal Officer and Corporate Secretary;

•Kiren Sekar, our Executive Vice President and Chief Product Officer (2); and

•Lara Caimi, our Executive Vice President and President of Worldwide Field Operations (3).

_________________________

(1)Mr. McCall is included as a Named Executive Officer in this Compensation Discussion and Analysis because he was an executive officer at the beginning of FY 2024 through March 2023 (at which time the company reassessed which roles qualified as executive officers) and one of the three most highly compensated individuals (other than our CEO and our CFO) at the end of FY 2024, but for the fact that he was no longer serving as an executive officer. Mr. McCall served as Executive Vice President and Chief Revenue Officer through July 30, 2023, at which time he resigned from his position as Chief Revenue Officer and transitioned to an advisor role through the end of FY 2024. Mr. McCall is no longer with the company.

(2)Mr. Sekar is included as a Named Executive Officer in this Compensation Discussion and Analysis because he was an executive officer at the beginning of FY 2024 through March 2023 (at which time the company reassessed which roles qualified as executive officers) and one of the three most highly compensated individuals (other than our CEO and our CFO) at the end of FY 2024, but for the fact that he was no longer serving as an executive officer. Mr. Sekar served as Executive Vice President and Chief Strategy Officer for the majority of FY 2024 and was promoted to Executive Vice President and Chief Product Officer as of January 31, 2024.

(3)Ms. Caimi joined the company and was appointed to Executive Vice President and President of Worldwide Field Operations as of May 30, 2023.

Executive Summary

Samsara, the pioneer of the Connected Operations Cloud, is on a mission to increase the safety, efficiency and sustainability of the operations that power the global economy. Our executive compensation program is designed to attract, retain and motivate our leadership team to fulfill this mission. We believe that our approach to executive compensation is aligned with the interests of our stockholders, as compensation for our executive officers is primarily delivered in the form of equity and therefore tied to our company performance.

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FY 2024 Financial & Operational Highlights

Since our inception in 2015, we have achieved significant growth. In FY 2024, we reached several significant financial and operational milestones, a few of which are highlighted below. Our business model focuses on maximizing the lifetime value of our customer relationships and we continue to make significant investments in order to grow our customer base. See Appendix A for a reconciliation of financial measures prepared in accordance with generally accepted accounting principles (“GAAP”) to non-GAAP measures and other information.


Surpassed $1 Billion in Annual Recurring Revenue (1) Ended FY 2024 with $1.1 billion in ARR, growing 39% year-over-year	Increased Number of Customers Over $100,000 in ARR 1,848 customers, up 49% year-over-year	Multiple Products at Scale Two product lines, video-based safety and vehicle telematics, each with greater than $400 million in ARR and a growth rate greater than 30% year-over-year
Strong Total Revenue $937.4 million, representing year-over-year growth of 44%	Continued Growth in our Customer Base Over 16,000 core customers (2)	Balanced Topline Growth and Profitability In FY 2024, achieved Rule of 40 in all four quarters (3)

_________________________

(1)Annual Recurring Revenue is the annualized value of subscription contracts that have commenced revenue recognition as of the measurement date.

(2)We previously defined “Core Customers” as customers representing over $5,000 in ARR. To reflect the increasing mix of ARR from larger customers and to align with our investments for future growth, we have updated our definition of “Core Customer” to represent customers with $10,000 or more in ARR. Under our prior definition, as of February 3, 2024, we had over 24,000 customers with over $5,000 in ARR, and approximately 97% of our total ARR came from customers with over $5,000 in ARR.

(3)We define achieving Rule of 40 as reaching a sum of year-over-year revenue growth rate and adjusted free cash flow margin, each for the reporting period, of at least 40%.

FY 2024 Executive Compensation Highlights

Our FY 2024 executive compensation program was designed to be consistent with our executive compensation philosophy and had the following features:

•Continued Use of Minimal Base Salary for our CEO and CTO. We continued paying our co-founders, Mr. Biswas and Mr. Bicket, minimal base salaries of $50,000 each in FY 2024.

•Limited Merit Base Salary Increases for Select Named Executive Officers other than our CEO and CTO. We made limited merit-based salary increases of approximately 2% for Mr. Phillips, 3% for Mr. McCall and 3% for Mr. Eltoukhy, respectively. We kept Mr. Sekar’s base salary consistent with his salary in fiscal year 2023 (“FY 2023”).

•No Changes to Most Non-Equity Incentive Plan Target Percentages. For our FY 2024 non-equity incentive compensation plan for our executives (the “Executive Non-Equity Incentive Plan”), we made no changes to the target amounts for our named executive officers other than Mr. Eltoukhy, whose target percentage increased from 40% to 50% for FY 2024 in connection with his promotion to Chief Legal Officer at the end of FY 2023.

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•Annual Executive Non-Equity Incentive Plan Based Solely on Pre-Established Corporate Performance Objectives. Our Executive Non-Equity Incentive Plan was established to reward achievement of our annual performance targets, with payouts made each quarter based on the achievement of quarterly targets for the first, second, and third quarters of FY 2024 and a final payout made at fiscal year end based on the achievement of annual targets for full year FY 2024. To emphasize achievement of our annual objectives, the maximum payout for each of the first three quarters of FY 2024 was capped at 100% of the target payout for that quarter, with the final year-end payout to reflect a potential true-up for above-target performance achieved in the first three quarters in the event that we achieved in excess of 100% of our annual performance targets. This true-up mechanism balances our desire to incentivize incremental performance throughout the year while emphasizing – and only providing for above-target payouts based on – achievement of our annual performance targets. For our Executive Non-Equity Incentive Plan, our compensation committee approved an annual total payout result for FY 2024 of 111.9% of target.

•Continued Use of Restricted Stock Units to Align Executive and Stockholder Interests. We continued to grant the vast majority of our named executive officers’ total direct compensation in the form of restricted stock units, or RSUs, to align executives’ interests with our stockholders, to foster an ownership mentality, and encourage executives to remain with our company and build value over the long term.

Say-on-Pay Results

This year, we are conducting our first “say-on-pay” vote. We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our compensation committee will consider the outcome of our say-on-pay vote, as well as feedback received throughout the year, when making future compensation decisions for our named executive officers.

Mix of Pay

Compensation for our named executive officers is intended to be competitive with our compensation peer group and reward executives when performance exceeds expectations and value is created for our stockholders. To create meaningful alignment between our executives and our stockholders, we allocate the majority of the total target compensation paid to our named executive officers to “at-risk” compensation that is tied to defined performance targets and/or continued service. For FY 2024, the annual pay mix for our CEO and our other named executive officers consisted of base salary, non-equity incentive awards and time-based restricted stock units (excluding Mr. Sekar’s one-time promotion award), with “at-risk” compensation representing nearly all of our CEO’s overall pay at target and representing approximately 96% of our named executive officers’ overall pay at target.

Proxy Statement Pie Charts (4.3.2024)JPEG.001.jpg

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Our Compensation Philosophy

Our executive compensation philosophy is shaped by our strong belief that competitiveness, management longevity, long-term ownership and strong performance orientation are key drivers to our success and to creating value for our stockholders. The objective of our executive compensation program is to attract, retain and incentivize highly talented individuals that embody our mission to increase the safety, efficiency and sustainability of the operations that power the global economy. We do this by designing programs that directly link executive compensation to executive team performance, overall company performance and the interests of our stockholders, particularly through focusing our compensation philosophy and program primarily on the long-term elements of target total compensation.

We use the following principles to accomplish our philosophy:

•Competitiveness: The importance of attracting and retaining critical talent is paramount to our success. We operate in a highly competitive talent market and our pay programs are designed to be competitive to attract and retain a highly talented executive team that supports our trajectory. We aim for the total target compensation of our named executive officers (including base salary, non-equity incentive awards and annual equity awards) to be competitive with our peer group. Our non-equity incentive plan also pays quarterly and rewards exceptional company performance against predetermined targets.

•Management Longevity: We believe that management longevity is a key driver of long-term value creation. Our executive compensation program is designed to retain our executives through annual equity awards that have a multi-year vesting period. In FY 2024, we made routine annual equity grants to our named executive officers that vest over three years, and the value realized from those grants is dependent on the value of our stock price when the grants vest, enhancing the link between the interests of our executives and our stockholders.

•Long-Term Ownership: We strive to align the interests of our named executive officers with those of our stockholders and ask our executives to focus on long-term value creation for the company. In line with this philosophy, we heavily weight our total pay package towards long-term equity incentives so that our executive team acts with an ownership mentality, focused on the long-term success of the company.

•Strong Performance Orientation: We have a high standard for company performance. We provide executives the opportunity to earn annual non-equity incentive awards through the achievement of business objectives that benefit stockholders, and the value realized from equity awards is dependent on our stock price performance over time.

Executive Compensation Practices

Our executive compensation policies and practices reinforce our long-term, performance-oriented philosophy.


	What We Do		What We Don’t Do
✔	A significant portion of compensation for named executive officers is at-risk and based on our stock performance or pre-established corporate objectives	✘	No guaranteed bonuses
✔	Annually review our named executive officer compensation against competitive market data	✘	No excessive perquisites
✔	Maintain a compensation committee comprised of 100% independent directors	✘	No pension plans or supplemental retirement plans
✔	Maintain an executive compensation clawback policy	✘	No pledging of our stock by directors or executive officers
✔	Retain an independent compensation advisor who advises the compensation committee and provides no other services to the company	✘	No short sales, hedging or margin accounts
✔	Provide double-trigger change in control arrangements	✘	No excise tax gross-ups upon a change in control
✔	Assess the risk-reward balance of our compensation programs to mitigate undue risks

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Our Compensation-Setting Process

Role of Management and the Compensation Committee

Our compensation-setting process is collaborative. Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. In addition, our compensation committee oversees our compensation and benefit plans and policies, administers our equity incentive plans and reviews and approves annually all compensation decisions relating to all of our executive officers, including our Chief Executive Officer, and the compensation of our non-employee directors. Our compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers, other than himself, as well as recommendations from other independent Board members and our management team and the committee’s independent compensation consultant, Compensia, as discussed below. Each of these contributors provides valuable input and perspectives that are used to make executive compensation decisions. We believe this approach allows us to leverage the diverse experience and expertise of these groups for setting compensation levels, and identifying metrics to use and how value should be delivered to executive officers when performance expectations are met or exceeded.

Use of Independent Compensation Consultant

During the fiscal year ended February 3, 2024, our compensation committee, on behalf of our Board of Directors, retained Compensia to provide it with market information, analysis, and other advice relating to executive officer and non-executive director compensation on an ongoing basis, as well as equity plan design and strategy. Compensia does not provide any services to us other than the consulting services to our compensation committee. Our compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management, including such factors as were deemed relevant under the circumstances, and has determined that no conflict of interest was raised as a result of the work performed by Compensia and that Compensia is independent pursuant to SEC and NYSE rules.

Overview of Factors Considered in Setting Executive Compensation

Our compensation committee assesses the competitiveness of each element of the executive officers’ total direct compensation against the compensation peer group, as discussed below, as well as taking into account Radford survey data. This assessment is one factor that our compensation committee considers when it sets pay levels for our executive officers.

We believe market data is a helpful reference to assess the competitiveness and appropriateness of our executive compensation program and our goals of attracting and retaining qualified executive officers. When making its compensation decisions, our compensation committee applies its own business judgment and experience and also considers a number of other factors, including: company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, executive team performance, and internal pay equity considerations.

FY 2024 Peer Group

In August 2022, our compensation committee approved a peer group for use in making FY 2024 compensation decisions. The compensation committee used the following criteria in determining the appropriate peers:

•Industry/Sector – Our compensation committee considered companies in the application software industry, the internet services and infrastructure industry and the systems software industry, among other industries and sectors;

•Revenue – Our compensation committee considered companies whose revenue was between approximately 0.30x – 3.0x Samsara’s fourth quarter revenue in fiscal year 2022;

•Market Capitalization – Our compensation committee considered companies whose market capitalization was between approximately 0.25x – 4.0x Samsara’s 30-day average market capitalization at the time of the peer group approval; and

•M&A Activity – Our compensation committee eliminated any companies from the FY 2023 peer group that underwent mergers or acquisitions since approval of the FY 2023 peer group.

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Based on these criteria and considerations, our peer group for FY 2024, referred to as our FY 2024 peer group, as approved by our compensation committee, consisted of the following companies:


FY 2024 Peer Group
Asana, Inc.	Elastic N.V.	Procore Technologies, Inc.
Bill.com Holdings, Inc.	Five9, Inc.	Smartsheet Inc.
Cloudflare, Inc.	GitLab Inc.	Toast, Inc.
Confluent, Inc.	HashiCorp, Inc.	UiPath, Inc.
Coupa Software Incorporated	HubSpot, Inc.	Unity Software Inc.
DocuSign, Inc.	MongoDB, Inc.	ZoomInfo Technologies Inc.
Dynatrace, Inc.	Okta, Inc.	Zscaler, Inc.

FY 2025 Peer Group

In November 2023, our compensation committee reassessed the composition of our peer group using the same criteria as for FY 2024 and approved a new peer group for use in making compensation decisions for fiscal year 2025 (“FY 2025”).

Based on these criteria and considerations, our peer group for FY 2025, referred to as our FY 2025 peer group, as approved by our compensation committee, consisted of the following companies:


FY 2025 Peer Group
Bill.com Holdings, Inc.	Elastic N.V.	Snowflake Inc.
Cloudflare, Inc.	GitLab Inc.	Toast, Inc.
Confluent, Inc.	HubSpot, Inc.	UiPath, Inc.
CrowdStrike Holdings, Inc.	MongoDB, Inc.	Unity Software Inc.
Datadog, Inc.	Okta, Inc.	Veeva Systems Inc.
DocuSign, Inc.	Palantir Technologies Inc.	ZoomInfo Technologies Inc.
Dynatrace, Inc.	Procore Technologies, Inc.	Zscaler, Inc.

Elements of Executive Pay and FY 2024 Compensation

Our compensation program for FY 2024 consists primarily of base salary, non-equity incentive compensation, and long-term equity compensation in the form of restricted stock units. We also provide certain other benefits, as described under the heading “Benefits”.

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Base Salary

We use base salary to provide a fixed amount of compensation for our named executive officers in exchange for their services. We generally position base salary for our named executive officers around the market median, emphasizing instead at-risk equity compensation as the primary vehicle for delivering compensation to our named executive officers. In determining FY 2024 base salaries for the named executive officers other than our co-founders, our compensation committee considered each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, executive team performance, and internal pay equity considerations. Based on this analysis, limited salary increases were approved in the amount of 2% for Mr. Phillips, 3% for Mr. McCall and 3% for Mr. Eltoukhy, respectively. We established the initial base salary of Ms. Caimi, who was not employed with the company in FY 2023, through an arm’s-length negotiation at the time, after taking into consideration her position, qualifications, experience, and the base salaries of our other executives.


Executive	FY 2023 Base Salary		FY 2024 Base Salary		Total Increase
Sanjit Biswas	$	50,000	$	50,000	$	—
Dominic Phillips	$	416,000	$	424,320	$	8,320
Andy McCall	$	397,500	$	409,940	$	12,440
John Bicket	$	50,000	$	50,000	$	—
Adam Eltoukhy	$	340,000	$	350,200	$	10,200
Kiren Sekar	$	375,000	$	375,000	$	—
Lara Caimi (1)	$	—	$	500,000	$	—

_________________________

(1)Ms. Caimi was not employed with the company during FY 2023.

Non-Equity Incentive Plan Compensation

We use non-equity incentive compensation to motivate our named executive officers to achieve our annual financial and key operational objectives, which in turn contribute towards progressing our longer-term strategic goals.

For FY 2024, our compensation committee set the terms and conditions of our Executive Non-Equity Incentive Plan and established the following target incentive amounts for our named executive officers:


Executive	Non-Equity Incentive Compensation as Percentage of Base Salary		Target Non-Equity Incentive Compensation as Dollar Amount
Sanjit Biswas	100	%	$	50,000
Dominic Phillips	70	%	$	297,024
Andy McCall	100	%	$	409,940
John Bicket	100	%	$	50,000
Adam Eltoukhy	50	%	$	175,100
Kiren Sekar	50	%	$	187,500
Lara Caimi	100	%	$	500,000

In line with our compensation philosophy, in designing our Executive Non-Equity Incentive Plan for FY 2024, our compensation committee considered the competitiveness of our program. Our compensation committee designed our plan to pay out based on achievement against (i) net new annual recurring revenue targets (weighted at 75%), in line with the annual operating plan approved by our Board of Directors, and (ii) adjusted free cash flow targets (weighted at 25%), re-forecasted after each quarter. Our compensation committee chose these two performance measures because it believed they are indicators of both top line and bottom line financial performance and provide incentives that drive the efficient, long-term growth of the company. At the beginning of FY 2024, the compensation committee approved the net new annual recurring revenue performance target for each fiscal quarter of FY 2024. After considering re-forecasting by our CEO and CFO prior to the beginning of each fiscal quarter of FY 2024, the compensation committee approved the adjusted free cash flow performance target for each fiscal quarter.

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Achievement of at least 85% of the quarterly performance objective was required in order to be funded each quarter, with a maximum earning opportunity of a 150% payout if the overall annual performance objective was achieved at 115% or more. The quarterly payouts for the first, second and third quarters of FY 2024 were each capped at 100% of the target award, with the intent that the final year-end payout would include a potential true-up based on the level of achievement of our annual performance results. Payout for achievement ranging from 85% to 115% of the quarterly and annual performance objective was determined by a straight-line interpolation from 50% to 150%.

For FY 2024, our performance and associated payout levels were as follows:


Performance Level			Payout
115%			150%
110%			133%
105%			117%
100%			100%
95%			83%
90%			67%
85%			50%
<85%			0%

Following the end of each quarter for FY 2024, our compensation committee reviewed our financial performance against the approved performance objectives under the Executive Non-Equity Incentive Plan and approved each quarter’s achievement and payout, with an annual total payout result of 111.9% of target. The true-up mechanism was triggered in FY 2024 because we achieved above our performance targets for two of the first three quarters of FY 2024.

As a result, our named executive officers received the payouts listed in the table below with respect to fiscal year 2024.


Executive	Executive Non-Equity Incentive Plan Compensation
Sanjit Biswas	$	55,950
Dominic Phillips	$	332,370
Andy McCall (1)	$	204,970
John Bicket	$	55,950
Adam Eltoukhy	$	195,937
Kiren Sekar	$	209,813
Lara Caimi (2)	$	377,022

_________________________

(1)The payout provided to Mr. McCall was prorated for FY 2024 based on his employment as Executive Vice President and Chief Revenue Officer through July 30, 2023, at which time he transitioned to an advisor role through the end of FY 2024.

(2)The payout provided to Ms. Caimi was prorated for FY 2024 based on her May 30, 2023 start date.

Equity Compensation

Our equity award program is the primary vehicle used to differentiate compensation among and for offering long-term incentives to our named executive officers. We believe that equity awards align the interests of our named executive officers with our stockholders, provide our named executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards support our belief in management longevity because they create retentive hold. Generally, we intend to grant annual equity awards that are sized to be competitive, transparent and reflect the performance, contribution, and criticality of each named executive officer’s role in our company.

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For FY 2024, our compensation committee set the terms and conditions of our CEO and Executive Vice Presidents’ equity incentive compensation to be competitive with the total target compensation of our FY 2024 peer group, with certain adjustments made based on the market, executive performance and the current unvested equity holdings of each executive. In FY 2024, we also shifted our standard equity vesting schedule from four to three years, and proportionately reduced the associated annual target, in order to better suit our compensation needs. These changes help us manage equity dilution while still offering a meaningful opportunity for reward predicated on creating long-term stockholder value. On March 1, 2023, we granted restricted stock units to our named executive officers in accordance with our 2021 Equity Incentive Plan. The awards vest over a period of approximately three years in 12 quarterly installments, with the first quarterly vest event on June 15, 2023. Each of Mr. Bicket and Mr. Sekar received an award with the back-weighted vesting schedule described below because the compensation committee determined that this vesting schedule was appropriate given that, at the time of the grant, each individual had a high current unvested share holding and a lower long-term unvested share holding. We believe this straightforward approach to equity compensation closely aligns the interests of our executives and our stockholders and incentivizes executives to focus on long-term value creation.

The number of shares of our common stock covered by each RSU award granted to our named executive officers in FY 2024 as well as the grant-date fair values of those awards are as set forth in the chart below. To calculate the number of RSUs granted, the proposed grant value was divided by the 20-day trailing average closing stock price of Samsara shares as of February 15, 2023, which was $14.30. The column titled “Grant-Date Fair Value” represents the fair value of the grants calculated as of the grant date, March 1, 2023, in accordance with ASC Topic 718.


Executive	Grant-Date Fair Value		Number of RSUs
Sanjit Biswas (1)	$	18,248,949	1,118,881
Dominic Phillips (1)	$	6,843,350	419,580
Andy McCall (1)	$	5,132,512	314,685
John Bicket (2)	$	2,851,396	174,825
Adam Eltoukhy (1)	$	5,702,792	349,650
Kiren Sekar (2)	$	2,851,396	174,825

_________________________

(1)This award vests in 12 equal quarterly installments, with the first quarterly vest event on June 15, 2023, subject to continued service.

(2)This award vests in 12 quarterly installments, with the first quarterly vest event on June 15, 2023, subject to continued service. The vesting schedule for this award is as follows: 5% of the shares subject to the award vest on each of the first four quarterly vesting dates, 7.5% of the shares subject to the award vest on each of the next four quarterly vesting dates, and 12.5% of the shares subject to the award vest on each of the final four quarterly vesting dates, subject to continued service.

On May 31, 2023, in connection with the new hire of Ms. Caimi to President of Worldwide Field Operations and upon the recommendation of the compensation committee, our Board of Directors approved a new hire grant for Ms. Caimi of 1,181,911 restricted stock units, which vest in 16 equal quarterly installments, with the first quarterly vest event on September 15, 2023, subject to continued service. The grant-date fair value of this award was $22,751,787. In arriving at the value of this grant, the compensation committee, in partnership with Compensia, considered market compensation data for similar executive roles at comparable companies as well as the competitive landscape for executive talent, especially in the technology industry. The committee also took into account the cash and equity-based compensation opportunity that Ms. Caimi was forfeiting from her prior employer in order to determine the value of her new hire grant. This initial equity award was intended to encourage Ms. Caimi to accept our offer of employment and to create a long-term ownership mentality from the outset.

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On January 31, 2024, in connection with the promotion of Mr. Sekar to Chief Product Officer, and upon the recommendation of the compensation committee, our Board of Directors approved a promotion grant for Mr. Sekar of 530,918 restricted stock units, which vest in 16 equal quarterly installments, with the first quarterly vest event on June 15, 2024, subject to continued service. The grant-date fair value of this award was $16,670,825. In arriving at the value of this grant, the compensation committee, in partnership with Compensia, considered relevant market compensation data for Chief Product Officers at similar companies as well as Mr. Sekar’s additional responsibilities in his new role, past individual performance and criticality to the company. The committee also considered that Mr. Sekar was uniquely positioned to assume the role of Chief Product Officer because of his institutional knowledge and extensive experience at the company, which would also save the company valuable time since Mr. Sekar would not require training or a significant transition period before assuming the role. In addition, the committee took into account the vesting schedule of existing equity awards previously granted to Mr. Sekar, which reflected limited unvested equity holdings after FY 2024 that did not meet our retention and reward objectives given the criticality of his new role. Based on its review of internal objectives and market data, the compensation committee viewed his unvested equity holdings as significantly below an appropriate level for his new role and aimed to address its retention and reward objectives with this four year grant. Given this promotion grant, the compensation committee does not anticipate granting Mr. Sekar any additional equity awards for FY 2025.

Additionally, in January 2024, our compensation committee considered our equity award program and determined that, for FY 2025, shifting our standard equity vesting schedule from three to four years solely for the Vice President level and above, and proportionately increasing the associated annual target, would better suit our compensation needs. This shift would also ensure competitiveness when hiring high-level employees and would continue to promote retention among those employees.

Benefits

Our executive officers are eligible to participate in the same benefits programs offered to all full-time employees. These benefits include health, dental and vision benefits as well as fertility benefits, commuter and wellness reimbursement programs, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. We have established a tax-qualified retirement savings plan under Section 401(k) of the Internal Revenue Code (the “Code”) for all eligible employees, including our executive officers. In FY 2024, we matched contributions made by participants up to a maximum of 4% of an employee’s eligible earnings, subject to certain limits set by the Internal Revenue Service. We intend for the plan to be a qualified retirement plan under the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market and the needs of our employees.

We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We provide certain parking benefits at our corporate headquarters to our executive officers. Aside from this benefit, we typically do not provide any other perquisites or other personal benefits to our executive officers.

Other Compensation Information

Employment Arrangements

We have entered into an employment letter setting forth the terms and conditions of employment for each of our named executive officers. None of the employment letters has a specific term and each provides that the applicable named executive officer is an at-will employee.

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Executive Compensation Clawback Policy

We have adopted an Executive Compensation Clawback Policy, effective as of November 28, 2023, that is compliant with the NYSE listing standards and the SEC rules under the Dodd-Frank Act. Under our Executive Compensation Clawback Policy, our compensation committee, or the independent members of our Board of Directors or another committee of the Board of Directors made up of independent directors, may seek to recover cash or equity compensation, or severance or termination payments, paid to an executive officer or certain other direct reports to our CEO in the three completed fiscal years immediately preceding an accounting restatement as a result of material non-compliance with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Equity Award Grant Practices

We have implemented an equity award grant policy that provides that the terms of equity awards are determined by our Board, compensation committee, or, with respect to employees other than our executive officers and certain other employees, our equity grant committee, which consists of our Chief Financial Officer, Chief Legal Officer and Chief People Officer. We do not have a policy or practice to time equity grants based on the release of material non-public information. Equity awards are typically approved no later than the 22nd of a month and become effective on that date with the grants becoming effective either on the same date as the equity award approval date or on the 22nd day of the immediately following month, depending on the award type.

Post-Employment Compensation

We maintain an Executive Change in Control and Severance Plan, or our Severance Plan, pursuant to which our executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Plan. This Severance Plan was developed with input from our compensation consultant regarding severance practices at comparable companies, and is designed to serve our retention objectives by providing protection to our executives and other key employees so they can maintain continued focus and dedication to their responsibilities to maximize stockholder value, including during potentially uncertain periods. We believe the benefits provided pursuant to the Severance Plan are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to attract and retain talented and experienced executive officers. The Severance Plan generally will be in lieu of any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement, except as specifically provided under that employee’s participation agreement under the Severance Plan.

Our Board of Directors has designated each of our named executives as a participant under our Severance Plan eligible for the rights to the applicable payments and benefits described in the section titled “Potential Payments Upon Termination or Change in Control.”

Deductibility of Executive Compensation. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our chief executive officer and certain other current and former executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, except to the extent provided in limited transition relief. In approving the amount and form of compensation for our named executive officers, we generally consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent.

Taxation of Parachute Payments and Deferred Compensation. We do not provide, and have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.

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Accounting for Stock-Based Compensation. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board of Directors, including options to purchase our equity securities and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Hedging and Pledging Policies. We maintain an Insider Trading Policy, which, among other things, prohibits short sales, engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. In addition, our named executive officers are prohibited from pledging any of our securities as collateral for a loan and from holding any of our securities in a margin account without prior written approval.

Risk Assessment. Each year, our compensation committee reviews the company’s compensation plans to identify potential material adverse risks to the company. Included in the review are all incentive and commission plans and equity plans. In FY 2024, our compensation committee did not find any plans to have material adverse risks that needed to be disclosed.

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REPORT OF THE COMPENSATION COMMITTEE

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and Samsara’s Annual Report on Form 10-K for the year ended February 3, 2024.

Respectfully submitted by the members of the compensation committee of the Board of Directors:

Sue Bostrom (Chair)

Todd Bluedorn

Ann Livermore

This Compensation Committee Report is required by the Securities and Exchange Commission (the “SEC”) and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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Summary Compensation Table for Fiscal Year 2024

The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal year 2024 and prior years where applicable, as determined under SEC rules.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Option Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
Sanjit Biswas (4) Chief Executive Officer	2024	50,561	—	18,248,949	—	55,950	1,533	18,356,993
	2023	51,522	—	10,014,303	—	47,601	2,120	10,115,546
	2022	448,295	—	—	—	604,463	7,263	1,060,021
Dominic Phillips EVP, Chief Financial Officer	2024	430,487	—	6,843,350	—	332,370	14,067	7,620,274
	2023	414,688	—	4,777,167	—	277,222	12,792	5,481,869
	2022	398,485	—	5,707,058	—	376,110	15,964	6,497,617
Andy McCall (5) Former EVP, Chief Revenue Officer	2024	206,512	—	5,132,512	—	204,970	13,662	5,557,656
	2023	396,247	—	3,821,741	—	378,420	12,815	4,609,223
John Bicket (4) EVP, Chief Technology Officer	2024	50,616	—	2,851,396	—	55,950	8,108	2,966,070
	2023	51,183	—	3,045,450	—	47,601	6,220	3,150,454
Adam Eltoukhy EVP, Chief Legal Officer and Corporate Secretary	2024	355,293	—	5,702,792	—	195,937	14,047	6,268,068
	2023	338,941	—	2,084,338	—	131,886	12,831	2,567,996
	2022	320,663	—	3,048,604	—	135,564	15,454	3,520,285
Kiren Sekar EVP, Chief Product Officer	2024	380,445	—	19,522,221	—	209,813	19,069	20,131,548
Lara Caimi (6) EVP, President of Worldwide Field Operations	2024	340,967	—	22,751,787	—	377,022	3,176	23,472,951

_________________________

(1)For stock awards granted during fiscal year 2024 and fiscal year 2023 reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class A common stock on the grant date in accordance with FASB ASC Topic 718. The stock awards granted during fiscal year 2024 and fiscal year 2023 represent RSUs that are subject to a service condition. For stock awards granted during fiscal year 2022 reflected in the table above, the dollar value of the RSU awards shown in the “Stock Awards” column represents the aggregate grant-date fair value calculated on the basis of the fair market value of the underlying shares of Class B common stock on the grant date in accordance with FASB ASC Topic 718. The stock awards granted during fiscal year 2022 represent RSUs that are subject to both a service condition and a performance condition. The grant-date fair value of RSUs granted during the fiscal year 2022 reported in the table above assumes achievement of the performance condition as of the grant date. Note that while the grant-date fair value assuming achievement of the performance condition is included in the table above, the achievement of the performance condition was not deemed probable on the date of grant. The assumptions used in calculating the grant-date fair value of the stock options shown in the “Option Awards” are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended February 3, 2024. The actual value that the named executive officer will realize on each RSU or option award will depend on the price per share of our shares of Class A common stock at the time shares underlying the RSUs or options are sold. Accordingly, these amounts do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers.

(2)The amounts reported for fiscal year 2024, fiscal year 2023, and fiscal year 2022 in this column represent amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Non-Equity Incentive Plan Compensation.”

(3)The amounts reported for fiscal year 2024, fiscal year 2023, and fiscal year 2022 represent 401(k) plan matching contributions and parking expenses. With respect to Mr. McCall, Mr. Bicket and Mr. Sekar, the amounts reported for fiscal year 2024 also include guest travel expenses for certain company events.

(4)Mr. Biswas and Mr. Bicket serve on our Board of Directors but are not paid additional compensation for such service.

(5)Mr. McCall was Executive Vice President and Chief Revenue Officer until July 30, 2023. The salary and non-incentive plan compensation amounts presented are prorated based on the number of days in fiscal year 2024 during which he was employed by the company.

(6)Ms. Caimi became Executive Vice President and President of Worldwide Field Operations on May 30, 2023. The salary and non-equity incentive plan compensation amounts presented are prorated based on the number of days in fiscal year 2024 during which she was employed by the company.

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Grants of Plan-Based Awards for Fiscal Year 2024

The following table sets forth information regarding the grants of plan-based awards made to our named executive officers for fiscal year 2024.

Name

Grant Date (1)

All Other Stock Awards: Number of shares of stock or units (#)

Closing Market Price on Grant Date ($) (2)

Grant-Date Fair Value of Stock Awards ($) (3)

Sanjit Biswas

3/1/2023

1,118,881

16.31

SEC Form DEF 14A filed by Samsara Inc.