SNOWFLAKE INC., DEF 14A filed on 5/18/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Jan. 31, 2026
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SNOWFLAKE INC.
Entity Central Index Key 0001640147
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Jan. 31, 2026
USD ($)
Jan. 31, 2025
USD ($)
Jan. 31, 2024
USD ($)
Jan. 31, 2023
USD ($)
Jan. 31, 2022
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
FISCAL YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR CEO
 ($)(1)
SUMMARY COMPENSATION TABLE TOTAL FOR FORMER CEO
 ($)(1)
COMPENSATION ACTUALLY PAID TO CEO
 ($)(1)(2)
COMPENSATION ACTUALLY PAID TO FORMER CEO
 ($)(1)(2)
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOs
($)(1)
AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs
($)(1)(2)
TOTAL STOCKHOLDER RETURN
($)(3)
PEER GROUP TOTAL STOCKHOLDER RETURN
($)(4)
NET INCOME (LOSS)
($)(5)
(IN THOUSANDS)
PRODUCT REVENUE
($)(6)
(IN MILLIONS)
202622,310,492— 28,100,039 — 22,308,574 28,102,484 70.73 256.43 (1,329,035)4,472 
2025101,325,374 44,339 94,331,809 (7,426,717)17,649,164 8,779,388 66.62 204.12 (1,289,212)3,462 
2024— 21,225,625 — 22,370,841 12,019,477 21,439,205 71.81 159.97 (837,990)2,667 
2023— 23,687,578 — (494,671,832)11,264,929 (64,047,291)57.42 106.58 (797,526)1,939 
2022— 775,196 — (17,750,504)549,231 (2,993,939)101.27 126.43 (679,948)1,141 
        
Company Selected Measure Name product revenue        
Named Executive Officers, Footnote The current and former CEOs and other NEOs included in the table above consist of the following individuals:
FISCAL YEARCEOFORMER CEOOTHER NEOs
2026
Sridhar Ramaswamy
Brian Robins, Christian Kleinerman, Vivek Raghunathan, Michael Gannon, and Michael P. Scarpelli
2025
Sridhar Ramaswamy
Frank SlootmanMichael P. Scarpelli, Christian Kleinerman, Vivek Raghunathan, Christopher W. Degnan, and Grzegorz Czajkowski
2024Frank SlootmanMichael P. Scarpelli, Christopher W. Degnan, Christian Kleinerman, and Grzegorz Czajkowski
2023Frank SlootmanMichael P. Scarpelli, Benoit Dageville, and Christopher W. Degnan
2022Frank SlootmanMichael P. Scarpelli, Benoit Dageville, and Christopher W. Degnan
        
Peer Group Issuers, Footnote Represents the TSR of the S&P 500 Information Technology Index based on a $100 investment as of the last trading day of our fiscal year ended January 31, 2021, valued again on each of January 31, 2022, 2023, 2024, 2025, and 2026, assuming the reinvestment of gross dividends.        
Adjustment To PEO Compensation, Footnote The dollar amounts represent the amount of “compensation actually paid” (CAP) to each of Mr. Ramaswamy and Mr. Slootman and the average CAP to the other NEOs for the applicable fiscal year, as computed in accordance with Item 402(v). As noted above, the dollar amounts do not reflect the actual amounts of compensation earned, paid, or realized during the applicable fiscal year. In accordance with Item 402(v), the following adjustments were made to total compensation reported in our Summary Compensation Table to determine the CAP for Fiscal Year 2026:
FISCAL YEAR 2026
​
CEO
($)
AVERAGE FOR OTHER NEOs
($)
Summary Compensation Table Total
22,310,49222,308,574 
ADJUSTMENTS:
Deduction for the amounts reported under the “Stock Awards” column of the Summary Compensation Table(a)
(20,787,461)(21,222,836)
Item 402(v) Equity Award Adjustments(b):
Fair value of equity awards as of the end of the covered fiscal year granted in the covered fiscal year that were outstanding and unvested at covered fiscal year end
26,155,942 22,289,917 
Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that were outstanding and unvested at covered fiscal year end
(3,807,643)699,235 
Fair value as of vesting date of equity awards granted and vested in the covered fiscal year1,749,901 3,285,140 
Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year
2,478,808 742,454 
Fair value at prior fiscal year end of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year
— — 
Compensation Actually Paid
28,100,039 28,102,484 
(a)Reflects the aggregate grant date fair value of our CEO’s equity awards, and the average aggregate grant date fair value of our other NEOs’ equity awards, granted in the covered fiscal year as reported in the “Stock Awards” column of the Summary Compensation Table, calculated in accordance with Topic 718. Because we do not sponsor or maintain any defined benefit pension plans, no deductions related to pension value were made.
(b)Item 402(v) equity award adjustments reflect the aggregate of the following (as applicable): (i) the fiscal year-end fair value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such fiscal year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that were granted and vested in the same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vested in the covered fiscal year, the amount equal to the change in fair value as of the vesting date compared to the fair value at the end of the prior fiscal year; and (v) the subtraction of the prior year-end fair value of any awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year. Equity fair values are calculated in accordance with Topic 718. The valuation assumptions used to calculate these fair values were updated as of each applicable measurement date and differ from those disclosed in our audited consolidated financial statements as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date did not materially differ from the disclosure in our audited consolidated financial statements for the period in which the grant was made. The following table summarizes the ranges of assumptions used in estimating the fair values of stock options as of each applicable measurement date:
FISCAL YEAR 2026
Expected term (in years)
1.9 - 4.6
Expected volatility
48.1% - 56.5%
Risk-free interest rate
3.4% - 4.2%
Expected dividend yield
— %
In addition, for the stock option granted in Fiscal 2025 to Mr. Ramaswamy in connection with his appointment as CEO, the shares to be issued upon exercise are subject to a minimum holding period requirement. We applied a discount for lack of marketability, ranging from 6.9% to 9.0%, to the fair value of the stock option as of each applicable measurement date.
        
Non-PEO NEO Average Total Compensation Amount $ 22,308,574 $ 17,649,164 $ 12,019,477 $ 11,264,929 $ 549,231
Non-PEO NEO Average Compensation Actually Paid Amount $ 28,102,484 8,779,388 21,439,205 (64,047,291) (2,993,939)
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts represent the amount of “compensation actually paid” (CAP) to each of Mr. Ramaswamy and Mr. Slootman and the average CAP to the other NEOs for the applicable fiscal year, as computed in accordance with Item 402(v). As noted above, the dollar amounts do not reflect the actual amounts of compensation earned, paid, or realized during the applicable fiscal year. In accordance with Item 402(v), the following adjustments were made to total compensation reported in our Summary Compensation Table to determine the CAP for Fiscal Year 2026:
FISCAL YEAR 2026
​
CEO
($)
AVERAGE FOR OTHER NEOs
($)
Summary Compensation Table Total
22,310,49222,308,574 
ADJUSTMENTS:
Deduction for the amounts reported under the “Stock Awards” column of the Summary Compensation Table(a)
(20,787,461)(21,222,836)
Item 402(v) Equity Award Adjustments(b):
Fair value of equity awards as of the end of the covered fiscal year granted in the covered fiscal year that were outstanding and unvested at covered fiscal year end
26,155,942 22,289,917 
Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that were outstanding and unvested at covered fiscal year end
(3,807,643)699,235 
Fair value as of vesting date of equity awards granted and vested in the covered fiscal year1,749,901 3,285,140 
Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year
2,478,808 742,454 
Fair value at prior fiscal year end of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year
— — 
Compensation Actually Paid
28,100,039 28,102,484 
(a)Reflects the aggregate grant date fair value of our CEO’s equity awards, and the average aggregate grant date fair value of our other NEOs’ equity awards, granted in the covered fiscal year as reported in the “Stock Awards” column of the Summary Compensation Table, calculated in accordance with Topic 718. Because we do not sponsor or maintain any defined benefit pension plans, no deductions related to pension value were made.
(b)Item 402(v) equity award adjustments reflect the aggregate of the following (as applicable): (i) the fiscal year-end fair value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such fiscal year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that were granted and vested in the same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vested in the covered fiscal year, the amount equal to the change in fair value as of the vesting date compared to the fair value at the end of the prior fiscal year; and (v) the subtraction of the prior year-end fair value of any awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year. Equity fair values are calculated in accordance with Topic 718. The valuation assumptions used to calculate these fair values were updated as of each applicable measurement date and differ from those disclosed in our audited consolidated financial statements as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date did not materially differ from the disclosure in our audited consolidated financial statements for the period in which the grant was made. The following table summarizes the ranges of assumptions used in estimating the fair values of stock options as of each applicable measurement date:
FISCAL YEAR 2026
Expected term (in years)
1.9 - 4.6
Expected volatility
48.1% - 56.5%
Risk-free interest rate
3.4% - 4.2%
Expected dividend yield
— %
In addition, for the stock option granted in Fiscal 2025 to Mr. Ramaswamy in connection with his appointment as CEO, the shares to be issued upon exercise are subject to a minimum holding period requirement. We applied a discount for lack of marketability, ranging from 6.9% to 9.0%, to the fair value of the stock option as of each applicable measurement date.
        
Compensation Actually Paid vs. Total Shareholder Return
The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, our cumulative total stockholder return, and the cumulative total stockholder return of our peer group for each of the periods presented in the Pay Versus Performance table.
TSR Graph_3.jpg
        
Compensation Actually Paid vs. Net Income
The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, and our annual net income (loss) for each of the periods presented in the Pay Versus Performance table.
CAP vs Net Loss_3.jpg
        
Compensation Actually Paid vs. Company Selected Measure
The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, and our annual product revenue for each of the periods presented in the Pay Versus Performance table.
CAP vs Product Revenue_3.jpg
        
Total Shareholder Return Vs Peer Group
The following graph shows the relationship between the CAP to each of our current and former CEOs, the average CAP to our other NEOs, our cumulative total stockholder return, and the cumulative total stockholder return of our peer group for each of the periods presented in the Pay Versus Performance table.
TSR Graph_3.jpg
        
Tabular List, Table Product Revenue
•Total Revenue
•Non-GAAP Product Gross Margin
•Non-GAAP Operating Margin
•Non-GAAP Adjusted Free Cash Flow
•Year-over-Year Rated Consumption Growth in Specific Product Categories
        
Total Shareholder Return Amount $ 70.73 66.62 71.81 57.42 101.27
Peer Group Total Shareholder Return Amount 256.43 204.12 159.97 106.58 126.43
Net Income (Loss) $ (1,329,035,000) $ (1,289,212,000) $ (837,990,000) $ (797,526,000) $ (679,948,000)
Company Selected Measure Amount 4,472,000,000 3,462,000,000 2,667,000,000 1,939,000,000 1,141,000,000
Additional 402(v) Disclosure Represents the total stockholder return (TSR) of a $100 investment in our stock as of the last trading day of our fiscal year ended January 31, 2021, valued again on each of January 31, 2022, 2023, 2024, 2025, and 2026, assuming the reinvestment of gross dividends.Represents net income (loss) as reported in our audited consolidated financial statements.        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Minimum 1 year 10 months 24 days        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term, Maximum 4 years 7 months 6 days        
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum1 0.481        
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum1 0.565        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum1 0.034        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum1 0.042        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate1 0        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions, Minimum 0.069        
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Discount for Postvesting Restrictions, Maximum 0.090        
Measure:: 1          
Pay vs Performance Disclosure          
Name Product Revenue        
Non-GAAP Measure Description We have identified product revenue as the most important financial performance measure used to link CAP to the current and former CEOs and other NEOs to our performance, as this measure is one of our key business metrics and is used to determine executive compensation, including as the key metric that determines funding under our Cash Incentive Bonus Plan.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Total Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Non-GAAP Product Gross Margin        
Measure:: 4          
Pay vs Performance Disclosure          
Name Non-GAAP Operating Margin        
Measure:: 5          
Pay vs Performance Disclosure          
Name Non-GAAP Adjusted Free Cash Flow        
Measure:: 6          
Pay vs Performance Disclosure          
Name Year-over-Year Rated Consumption Growth in Specific Product Categories        
Sridhar Ramaswamy [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 22,310,492 $ 101,325,374      
PEO Actually Paid Compensation Amount $ 28,100,039 $ 94,331,809      
PEO Name Sridhar Ramaswamy Sridhar Ramaswamy      
Frank Slootman [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 44,339 $ 21,225,625 $ 23,687,578 $ 775,196
PEO Actually Paid Compensation Amount   $ (7,426,717) $ 22,370,841 $ (494,671,832) $ (17,750,504)
PEO Name   Frank Slootman Frank Slootman Frank Slootman Frank Slootman
PEO | Sridhar Ramaswamy [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (20,787,461)        
PEO | Sridhar Ramaswamy [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 26,155,942        
PEO | Sridhar Ramaswamy [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,807,643)        
PEO | Sridhar Ramaswamy [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,749,901        
PEO | Sridhar Ramaswamy [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,478,808        
PEO | Sridhar Ramaswamy [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (21,222,836)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 22,289,917        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 699,235        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,285,140        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 742,454        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Jan. 31, 2026
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
From time to time, we grant stock options, RSU awards, and PRSU awards to our employees and other service providers, including our named executive officers. For our employees and other service providers who are neither executive officers nor certain other members of management, we make equity grants on regular, predetermined grant dates pursuant to our Equity Award Policy, regardless of whether there is any material nonpublic information (MNPI) about Snowflake on such dates. Such grant dates fall (i) for new hire and discretionary equity awards, on the 8th, 15th, or 20th day of each month (or the immediately following trading day if such date falls on a weekend or holiday), depending on the calendar year, and (ii) for annual "refresh" equity awards, on the 20th day of the grant month (or the immediately following trading day if such date falls on a weekend or holiday), which is typically March, and in either case are not specifically timed in relation to our disclosure of MNPI. While we do not maintain a written policy on the timing of grants of stock options and other stock awards made to our executive officers and certain other members of management, such grants are generally made either (i) on the same grant dates, as applicable, as grants made pursuant to the Equity Award Policy, or (ii) on the date of a regularly scheduled meeting of our Board of Directors or the Compensation Committee. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. We did not grant any stock options to our named executive officers during Fiscal Year 2026.
We have not granted stock options to our non-employee directors since our IPO in September 2020 and do not grant stock options to our non-employee directors under our current Non-Employee Director Compensation Policy, as further described under the heading, “Director Compensation—Non-Employee Director Compensation” above.
Award Timing Method For our employees and other service providers who are neither executive officers nor certain other members of management, we make equity grants on regular, predetermined grant dates pursuant to our Equity Award Policy, regardless of whether there is any material nonpublic information (MNPI) about Snowflake on such dates. Such grant dates fall (i) for new hire and discretionary equity awards, on the 8th, 15th, or 20th day of each month (or the immediately following trading day if such date falls on a weekend or holiday), depending on the calendar year, and (ii) for annual "refresh" equity awards, on the 20th day of the grant month (or the immediately following trading day if such date falls on a weekend or holiday), which is typically March, and in either case are not specifically timed in relation to our disclosure of MNPI. While we do not maintain a written policy on the timing of grants of stock options and other stock awards made to our executive officers and certain other members of management, such grants are generally made either (i) on the same grant dates, as applicable, as grants made pursuant to the Equity Award Policy, or (ii) on the date of a regularly scheduled meeting of our Board of Directors or the Compensation Committee.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Such grant dates fall (i) for new hire and discretionary equity awards, on the 8th, 15th, or 20th day of each month (or the immediately following trading day if such date falls on a weekend or holiday), depending on the calendar year, and (ii) for annual "refresh" equity awards, on the 20th day of the grant month (or the immediately following trading day if such date falls on a weekend or holiday), which is typically March, and in either case are not specifically timed in relation to our disclosure of MNPI. While we do not maintain a written policy on the timing of grants of stock options and other stock awards made to our executive officers and certain other members of management, such grants are generally made either (i) on the same grant dates, as applicable, as grants made pursuant to the Equity Award Policy, or (ii) on the date of a regularly scheduled meeting of our Board of Directors or the Compensation Committee. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. We did not grant any stock options to our named executive officers during Fiscal Year 2026.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Jan. 31, 2026
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true