DEF 14A 1 splk3994931-def14a.htm DEFINITIVE PROXY STATEMENT

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 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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

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MAY 2022

It was my honor to become Splunk’s CEO in April 2022. I’m grateful to my predecessors Godfrey Sullivan and Doug Merritt, our company founders and our Board Chair, Graham Smith, for their thoughtful, driven leadership in bringing Splunk’s products and vision to our customers around the world.

With more than 35 years in tech, I’m excited to build upon Splunk’s incredibly strong legacy of innovation, growth and hard-won industry leadership. And I’m deeply committed to delivering even more customer success to our ever-expanding market.

Building on our strengths

Splunk delivered a record year. We grew total ARR to over $3 billion, up 32% year-over-year with our cloud revenue growing 70% to $944 million. Total revenues were $2.67 billion, up 20% year-over-year. I’m also pleased to report that our cloud-first business model transformation is nearing completion. I’m incredibly proud of Splunkers for achieving such strong results for our customers and business.

As Splunk looks to the future to continue delivering value for our customers and stockholders, we’ll hold true to our deep customer centrism and laser focus on product innovation. The value we provide for our customers and partners has never been more evident, nor has it ever been more necessary, and we’ll continue to add growth and product differentiation to a foundation built on two decades of innovation and leadership.

After founding and leading a cybersecurity business for nearly 20 years, I see an amazing opportunity to further strengthen Splunk’s position within security. In a turbulent and complex geopolitical landscape, with the war in Ukraine as the most recent example, we are on high alert to support our customers and their security needs. Our own global research found that nearly two-thirds of organizations are facing more attacks than ever, and 49% of organizations suffered a data breach in the past two years (up from 39% a year ago).

In 2021, for the eighth consecutive year, Splunk was a leader in the Gartner Security Information and Event Management Magic Quadrant, highlighting the power and durability of our solutions. And, we’re continuing to innovate and invest in security analytics and orchestration solutions necessary for modern security operations, including integrated threat intelligence, innovative Risk-Based Alerting technology, and visual playbook editor. Our security experts from our threat research and SURGe teams provide the necessary situational awareness and security content needed to address fast-moving and high-profile threats for our customers and the broader cybersecurity community.

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We’ve also seen how quickly observability solutions have become essential in a hybrid, multi-cloud technology landscape. As with security, Splunk’s leadership in the observability market has been increasingly recognized, including being named a Leader and one of only two Fast Movers in the GigaOm Radar for Application Performance Monitoring Report for 2021. We continue to invest aggressively in observability solutions to serve as a key driver of our customers’ business resilience.

Our entire team is working hard to bring Splunk’s innovation and customer focus to the broader market. Splunk’s Partner Network taps more than 2,400 partners using our platform to develop solutions and services that create even more value for customers. In addition, our recently announced Splunk Partnerverse Program received a 5-star rating in the 2022 CRN Partner Program Guide, important validation of its strength and value.

More than 20,000 customers and partners joined our annual user conference in 2021 to learn how they can accelerate their own innovation, strengthen their security posture and bolster resilience. Delivering a virtual event with this level of engagement is a testament to the dedication and ingenuity of our entire team, as well as the passion of our customers. In mid-June 2022, we’ll gather again (this time in-person and online) for .conf22, where we’ll deepen our connection with Splunk practitioners and showcase our continued innovation.

We’re also committed to harnessing the power of data for good. Our Global Impact program is working to bridge the data divide: the disparity between the expanding use of data to create commercial value and the comparatively weak use of data to solve social and environmental challenges. Our customers and partners exist in all sectors across the world, and through collaboration, we can mobilize our collective talent as well as financial and technical solutions to tackle this critical problem and enact positive outcomes.

In addition, we’re taking action to combat climate change, including our goal to achieve net zero greenhouse gas emissions by 2050 and our commitment to establish shorter-term science-based targets. We’re proud to advance our climate journey with a fact-based, data-driven approach and build on our previous support for the Paris Agreement.

This is Splunk’s moment

We’ve seen that one of the strongest forces for positive transformation in business is data-driven innovation. Organizations everywhere are undergoing rapid digitalization and moving to the cloud faster than ever, which brings both value and complexity. Today, we’re closer than ever to our customers and what they need not only to navigate disruption and competition, but also to solve mission critical problems and seize the opportunities brought on by the quickly evolving technology landscape. Splunk’s leading-edge security and observability products, and our differentiated data platform, put us squarely at the heart of our customers’ innovation.

I fully intend on being Splunk’s number-one customer advocate, bringing customer feedback to every conversation and decision. The best products come from connecting customer needs to market trends in order to build both a smart product and a compelling customer experience. This is the art and science of what we do in tech, and I’m dedicated to adding my perspective to the greatness built by those Splunkers who came before me.

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As we move forward, one thing that will not change is the ownership culture we have built within Splunk. We strive to keep our team’s incentives aligned with the interests of our stockholders, and we use our robust investor outreach program to help keep us shoulder to shoulder with your views on key issues. As you will see in the proxy statement, our Board has integrated the feedback we gathered in direct conversations with investors to transform our executive compensation program this year and to inform the design of our new equity incentive plan, which we are presenting for vote at this year’s annual meeting of stockholders. I have been pleased to see how the open dialogue that we maintain with our stockholders informs Board decisions on key strategic and operating decisions, and has helped to shape an organization where Splunkers are motivated to achieve outstanding business performance.

While I have been on the job for just a few weeks, I can say with confidence that this is Splunk’s moment. Nearly 20 years of vision, grit and passion for our customers have brought us here–and those enduring qualities are what will carry us into the next decade.

Thank you for your confidence in Splunk’s mission, our products, our team and our future.

Gary Steele

President & CEO

Splunk Inc.

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270 Brannan Street
San Francisco, California 94107

Notice of Annual
Meeting of Stockholders

To Be Held at 3:30 p.m. Pacific Time on June 16, 2022

To The Stockholders of Splunk Inc.:

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Splunk Inc., a Delaware corporation (“Splunk,” “we,” or the “Company”), will be held virtually via live audio webcast on June 16, 2022, at 3:30 p.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect three Class I directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified;

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023;

3. To conduct an advisory vote to approve the compensation of our named executive officers;

4. To approve the Splunk Inc. 2022 Equity Incentive Plan and the reservation of shares thereunder; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors of Splunk (the “Board”) fixed the close of business on April 20, 2022 as the record date for the Annual Meeting. Only holders of our common stock as of the record date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about May 2, 2022, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice provides instructions on how to vote online, by telephone, or by mail and includes instructions on how to receive a paper or e-mail copy of proxy materials if you choose. Instructions on how to access our proxy statement and our fiscal 2022 Annual Report may be found in the Notice or on our website at investors.splunk.com.

The Annual Meeting this year will be a virtual-only meeting. We have designed the virtual Annual Meeting to provide stockholders with the same opportunities to participate as they would have had at an in-person meeting. We aim to provide a consistent experience to all stockholders regardless of their geographic location. Stockholders will be able to attend and participate in the Annual Meeting, vote their shares electronically, submit questions, and examine a stockholder list during the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/SPLK2022 and entering their control number. Stockholders may submit questions for the meeting in advance at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting online, we urge you to submit your vote now via the Internet, telephone, or mail.

We appreciate your continued support of Splunk.

Very truly yours,

Scott Morgan

Senior Vice President, Chief Legal Officer, Global Affairs and Secretary

San Francisco, California

May 2, 2022

How to Cast Your Vote

www.proxyvote.com

Vote by Internet

1-800-690-6903

Vote by Telephone

Mail your signed proxy card

Vote by Mail

Note for Street Name Holders:

If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a voting instruction form.

Your vote is important. Please vote your shares as soon as possible.

See “Other Matters—Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting” for details on voting requirements and additional information about the Annual Meeting, including how to vote at the Annual Meeting.

Splunk 2022 Proxy Statement

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Proxy Statement Summary

Corporate Governance at Splunk	10
Proposal 1: Election of Directors	10
Board Composition	10
Board’s Role and Responsibilities	22
Board Effectiveness	25
Board Meetings and Committees	27


Non-Employee Director Compensation	31
Stockholder Engagement	35
ESG Oversight and Highlights	36
Other Governance Policies and Practices	38

Audit Committee Matters	39
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	39
Report of the Audit Committee	40


Fees Paid to the Independent Registered Public Accounting Firm	41
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	41

Our Executive Officers

Executive Compensation	43
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	43
Compensation Discussion and Analysis	44
Executive Summary	44
Discussion of Our Fiscal 2022 Executive Compensation Program	52
Other Compensation Policies and Information	66
Talent & Compensation Committee Report	70
Compensation Tables	71
Summary Compensation Table	71
Grants of Plan-Based Awards for Fiscal 2022	73


Outstanding Equity Awards at Fiscal 2022 Year-End	75
Option Exercises and Stock Vested in Fiscal 2022	76
Pension Benefits and Nonqualified Deferred Compensation	76
Executive Employment Arrangements	76
Equity Acceleration Death Benefit	78
Potential Payments Upon Termination or Upon Termination in Connection With a Change in Control	79
CEO Pay Ratio	80
Equity Compensation Plan Information	81

Splunk Inc. 2022 Equity Incentive Plan	83
Proposal 4: Approval of Splunk Inc. 2022 Equity Incentive Plan	83
Approval of the 2022 Equity Incentive Plan	83
Why Should Stockholders Vote to Approve the 2022 Plan?	83


Summary of the 2022 Plan	87
Summary of U.S. Federal Income Tax Consequences	93
New Plan Benefits	95

Stock Ownership Information	96
Security Ownership of Certain Beneficial Owners and Management	96


Delinquent Section 16(a) Reports	97

Other Matters	98
Questions and Answers About the Proxy Materials and Our 2022 Annual Meeting	98
Stockholder Proposals	102


Fiscal 2022 Annual Report and SEC Filings	103

Appendix A
Reconciliation of GAAP and Non-GAAP Information

A-1

Appendix B
Splunk Inc. 2022 Equity Incentive Plan

B-1

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our business plans and objectives, our strategies and systems for implementing our goals, our commitments to programs and policies, our expectations and priorities for ESG initiatives, and executive compensation plans, made in this document are forward-looking. We use words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect management’s current expectations, estimates and assumptions based on information currently available to us as of the date of this proxy statement. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022. We undertake no obligation, and do not intend to update the forward-looking statements.

References to our website in this proxy statement are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

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Proxy Statement Summary

Voting Matters, Vote Recommendations and Rationale

Election of Class I Directors

Vote Recommendation “FOR” EACH NOMINEE. (page 10)

The Board and the Governance & Sustainability Committee believe that each of the nominees possesses the right skills, qualifications and experience to effectively oversee the Company’s long-term business strategy.

Ratification of Appointment of Independent Registered Public Accounting Firm

Vote Recommendation “FOR” RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. (page 39)

The Board and the Audit Committee believe that the retention of PricewaterhouseCoopers LLP for the fiscal year ending January 31, 2023 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm.

Advisory Vote to Approve Named Executive Officer Compensation

Vote Recommendation “FOR” APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION. (page 43)

The Board and the Talent & Compensation Committee believe our executive compensation program demonstrates the continuing evolution of our “pay for performance” philosophy, and reflects feedback received from stockholder engagement. We currently hold our Say-on-Pay advisory, non-binding vote annually.

Approval of Splunk Inc. 2022 Equity Incentive Plan

Vote Recommendation “FOR” APPROVAL OF OUR 2022 EQUITY INCENTIVE PLAN. (page 83)

The Board and the Talent & Compensation Committee believe that approval of our 2022 Equity Incentive Plan and the reservation of shares thereunder is in the best interests of the Company and its stockholders. Our ability to grant equity awards is crucial to recruiting and retaining the best personnel. If stockholders do not approve our 2022 Equity Incentive Plan at the Annual Meeting, our ability to recruit, retain and incentivize the highly skilled talent critical to successfully compete and grow our business could be seriously and negatively impacted.

Your vote is important

This summary highlights information contained within this proxy statement. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement.


Splunk 2022 Proxy Statement		1

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Proxy Statement Summary

Fiscal 2022 Business Highlights

In fiscal 2022, we prioritized growth with a focus on disciplined execution of our business objectives as we navigated our cloud-first business model transformation. Accordingly, in fiscal 2022, we and our investors focused on total annual recurring revenue (“ARR”) and operating cash flow metrics. Our focus on customer success and innovative products is critical to software and cloud services adoption and led to continued ARR growth. Our focus on capturing our large and growing market opportunity requires that we continue to invest in our business, so in fiscal 2022, our executive compensation balanced growth and operational discipline in support of our long-term execution objectives. Our fiscal 2022 business highlights include the following ARR, revenue and operating cash flow results and other key business metrics:

Strong Cloud Momentum

Fiscal Year 2022 Performance

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Proxy Statement Summary

⁽¹⁾	ARR represents the annualized revenue run-rate of active cloud services, term license, and maintenance contracts at the end of a reporting period, Cloud ARR represents the annualized revenue run-rate of active cloud services contracts at the end of a reporting period, each as reported in our Annual Report on Form 10-K for the year ended January 31, 2022. Each contract is annualized by dividing the total contract value by the number of days in the contract term and then multiplying by 365. ARR and Cloud ARR should be viewed independently of revenue, and do not represent our revenue under GAAP on an annualized basis, as each is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is not intended to be a replacement for forecasts of revenue.

⁽²⁾	To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP free cash flow. For a full reconciliation between GAAP and net cash used in operating activities and free cash flow, please see Appendix A.

In June 2021, we entered into an investment agreement with Silver Lake Alpine, L.P., Silver Lake Alpine (Offshore Master), L.P. and Silver Lake Partners VI, L.P. (collectively, “Silver Lake”) related to the issuance and sale of $1 billion of our convertible senior notes. Proceeds from the sale of the notes were used to repurchase 6.9 million shares of our common stock during fiscal 2022. For more information on the Silver Lake transaction, please see “Corporate Governance at Splunk—Board Composition—Board Refreshment and Succession Planning—Agreement with Silver Lake.”

ESG Highlights

In November 2021, we announced our intent to achieve net zero greenhouse gas emissions by 2050 and a commitment to set a suite of shorter-term five, ten, and fifteen year science-based targets by the end of fiscal year 2023. All targets will be submitted to the Science Based Target initiative (SBTi) and will be consistent with a 1.5°C ambition level. In December 2021, we issued our 2021 Global Impact Report (“Global Impact Report”), which details the Company’s approach and engagement with the societal and environmental issues that matter most to our stakeholders and our business. The report launches our four-pillared global impact strategy that focuses on social impact, ethical and inclusive growth, data responsibility and environmental sustainability.

For more information on our ESG program, please see “Corporate Governance at Splunk—ESG Oversight and Highlights.”


Splunk 2022 Proxy Statement		3

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Proxy Statement Summary

Corporate Governance

We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens our Board and management accountability and leads to better business performance. For these reasons, we are committed to maintaining strong corporate governance practices.

The “Corporate Governance at Splunk” section beginning on page 10 describes our governance practices, which include the following highlights:

● 100% Independent Committee Members

● Independent Chair and Lead Independent Director in accordance with our Corporate Governance Guidelines

● Majority Voting for Directors with Resignation Policy

● Annual Board and Committee Evaluation

● Board Continuing Education Program

● Proxy Access Bylaws

● Director Change in Circumstances with Resignation Policy

● Qualified Diverse Candidate Pool Policy

● Board Risk Oversight

● Periodic Review of Committee Charters and Governance Policies

● Regular Meetings of Independent Directors Without Management Present

● Formal CEO Evaluation Process

● Clawback Policy

● Annual Say-on-Pay Vote

● Stockholder Engagement Program

● Stock Ownership Guidelines for Directors and Officers

● Anti-Hedging and Anti-Pledging Policy

● Code of Conduct for Directors, Officers and Employees

● Succession Planning Process

● Global Impact Report

● Diversity, Equity and Inclusion Annual Report

Stockholder Engagement

We believe that effective corporate governance includes regular, constructive conversations with our stockholders. We are committed to maintaining an active dialogue to understand the priorities and concerns of our stockholders and believe that ongoing engagement builds mutual trust and understanding with our stockholders. Stockholder engagement and feedback are critical components of our corporate governance practices and inform our decisions and programs.

Below is a summary of our engagement with stockholders following our 2021 annual meeting of stockholders. These discussions have helped ensure that our Board’s decisions are informed by stockholder objectives.


We Reached out to Institutional Stockholders Representing 62% of shares outstanding	We Engaged with Institutional Stockholders Representing 43% of shares outstanding	Lead Independent Director Participated in Calls with Institutional Stockholders Representing 27% of shares outstanding

See “Corporate Governance at Splunk—Stockholder Engagement” on page 35 of this proxy statement for more information on our stockholder engagement program.

For key feedback from our stockholders related to our executive compensation program and our 2021 Say-On-Pay Vote, and our responses to this feedback, please see “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Stockholder Engagement and Our 2021 Say-On-Pay Vote” on page 49 of this proxy statement.

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Proxy Statement Summary

Over the past several years, in response to stockholder feedback, and as part of our ongoing evaluation of best practices, the Board has incorporated enhancements to our executive compensation program and corporate governance practices, such as those depicted in the timeline below.


	2022			MARCH
				● Established Cybersecurity & Data Responsibility Committee ● Initiated a transition to a PSU program with a three-year relative total stockholder return performance metric ● Implemented distinct performance metrics in each of our executive bonus plan and our PSU program
	2021			DECEMBER
				● Released Global Impact Report
				APRIL
				● Enhanced proxy disclosure regarding Board oversight of COVID-19 response ● Added underrepresented community diversity of Board to proxy
	2020			NOVEMBER
				● Released first ESG update
				MARCH
				● Replaced revenue metric with annual recurring revenue in both our executive bonus plan and our PSU program to align our incentives with key drivers of stockholder value and reflect our transition to a renewable business model
				● Replaced non-GAAP operating margin metric with operating cash flow in our PSU program to reflect focus on disciplined execution of our business objectives during our transition to a renewable business model
	2019			APRIL
				● Enhanced proxy disclosures regarding Board succession planning, risk oversight and corporate sustainability
	2018			SEPTEMBER
				● Updated stock ownership guidelines
				APRIL
				● Enhanced proxy disclosures regarding director qualifications and skills, the role of diversity in our director nominations process, Board refreshment and corporate sustainability
				MARCH
				● Added stock price modifier to PSU program
	2017			DECEMBER
				● Adopted director change in circumstances with resignation policy ● Adopted qualified diverse candidate pool policy
				APRIL
				● Added collective director qualifications table to proxy
				MARCH
				● Replaced operating cash flow metric with non-GAAP operating margin in our PSU program to reflect increased strategic focus on a profitability measure
	2016			APRIL
				● Added proxy disclosure regarding Board and Committee self-evaluations and succession planning
				MARCH
				● Implemented proxy access Bylaws ● Increased proportion of PSUs in long-term equity compensation program for all executive officers
	2015			APRIL
				● Significantly enhanced readability and presentation of proxy
				MARCH
				● Introduced performance-based equity awards (“PSUs”) with revenue and operating cash flow metrics
				FEBRUARY
				● Adopted clawback policy
	2014			SEPTEMBER
				● Launched formal stockholder engagement program ● Adopted majority voting for directors with resignation policy ● Adopted stock ownership guidelines


Splunk 2022 Proxy Statement		5

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Proxy Statement Summary

Director Nominees and Other Directors

Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, experience, and backgrounds, and effectively represent the long-term interests of stockholders is a top priority of our Board and Governance & Sustainability Committee. The Board believes periodic assessment of directors is integral to an effective governance structure and aims to strike a balance between ensuring that we retain directors with deep knowledge of the Company while adding directors who bring a fresh perspective. We have added five new directors since 2020, enhancing the Board’s breadth and depth of experience and diversity, while taking into account the Company’s evolving business model, the macro technology business environment and the changing governance landscape. See below for summary information about our Board and each director nominee and continuing director as of May 1, 2022 (Mr. Viswanath will depart the Board effective immediately following the Annual Meeting). For purposes of the information below, a member of an underrepresented community is defined as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual or transgender. See pages 13, 15 to 20 for more information.

Continuing Board Overview

In March 2022, we changed the name of the Compensation Committee to the Talent & Compensation Committee and the name of the Nominating and Corporate Governance Committee to the Governance & Sustainability Committee. See “Corporate Governance at Splunk—Board Meetings and Committees” for further discussion on why we changed the names of these committees.

						Committees
	Class	Age	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Mark Carges* Former CTO, eBay	I	60	2014	2022	2025
Kenneth Hao* Chairman and Managing Partner, Silver Lake	I	53	2021	2022	2025
Elisa Steele* Independent Board Member	I	55	2017	2022	2025
Patricia Morrison* Former EVP, Customer Support Services, and CIO, Cardinal Health	II	62	2013	2023	—
Stephen Newberry* Former Chairman, Lam Research	II	68	2013	2023	—
General Dennis Via* EVP, Booz Allen Hamilton and Retired Four-Star U.S. Army General	II	64	2020	2023	—
Luis Felipe Visoso* CFO, Unity Software	II	53	2022	2023	—
Sara Baack* Former Chief Product Officer, Equinix	III	50	2017	2024	—
Sean Boyle* COO and CFO, Wildlife Studios Limited	III	54	2020	2024	—
Graham Smith* Chair, Splunk	III	62	2011	2024	—
Gary Steele President and CEO, Splunk	III	59	2022	2024	—

* Independent
director

Audit Committee

Talent & Compensation
Committee

Governance & Sustainability
Committee

Cybersecurity & Data
Responsibility Committee

Chair

Member

SEC Form DEF 14A filed by Splunk Inc.