SAMSARA INC CLASS A (IOT)
Sector: Information Technology
2026 Annual Meeting Analysis
SAMSARA INC CLASS A · Meeting: July 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and CEO with deep company knowledge; Samsara's 3-year stock return of +108.4% outperforms the compensation peer group median by +92.6 percentage points, far exceeding the 65-point threshold needed to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Co-founder and CTO with relevant technology expertise; the same strong TSR outperformance clears the director election threshold, and no other policy flags apply.
Experienced technology entrepreneur and venture capitalist; TSR performance trigger does not apply, and while he serves on multiple boards (Meta, Coinbase, IOT, plus private companies), public-company board count does not appear to reach the four-seat overboarding threshold for non-executive directors.
Joined the board in August 2023 with strong industrial and public-company leadership experience; TSR trigger does not fire given Samsara's strong outperformance, and no other policy flags apply.
Lead Independent Director and Audit Committee Chair with deep CFO and financial expertise (former CFO of VMware, McAfee, and Skype); serves on audit committees of Samsara plus three other public companies, which the board has specifically reviewed and approved as not impairing effectiveness, and TSR outperformance clears all thresholds.
Joined the board in August 2024, well within the 24-month new-director exemption from the TSR trigger; brings relevant technology and operational leadership experience from Square/Block, Amazon, and Microsoft.
Longtime director with extensive technology industry leadership experience; Samsara's TSR substantially outperforms the peer group, clearing all trigger thresholds, and no other policy flags apply.
Joined the board in September 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong CEO-level cybersecurity and enterprise software experience from Splunk and Proofpoint; note that as a sitting CEO of Shield AI, the policy flags concern if he holds two or more outside public board seats — he appears to serve on Samsara and Upwork boards in addition to his Shield AI CEO role, which reaches the two-outside-board threshold for a sitting CEO, but Shield AI is a private company, meaning Samsara and Upwork are his only public boards, keeping him within the one-outside-seat limit.
All eight director nominees receive a FOR vote determination. Samsara's 3-year total shareholder return of +108.4% outperforms the compensation peer group median by approximately +92.6 percentage points, far exceeding the 65-point threshold required to trigger an against vote for strong-positive-TSR companies. No nominees trigger overboarding rules, attendance concerns, independence issues, or other policy flags. Two newer directors (Henry, Steele) are exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Sanjit Biswas
Total Comp
$19,828,903
Prior Support
98.6%%
The CEO's total reported compensation of approximately $18.2 million for fiscal year 2026 (down from $19.8 million in fiscal year 2025) is heavily weighted toward stock awards (~99% of total pay is variable/at-risk), which strongly satisfies the policy's pay-mix requirement that at least 50-60% of pay be performance-linked. The CEO voluntarily took a $50,000 base salary, and the annual cash bonus plan paid out at 127.9% of target based on pre-set revenue and cash flow metrics, which is a reasonable outcome given the company's 30% revenue growth and first-ever GAAP profitability. Samsara's 3-year stock return of +108.4% substantially outperforms the peer group, so above-benchmark variable pay is aligned with shareholder experience; the prior say-on-pay vote received 98.6% support and the company maintains a compliant clawback policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,782,000
Non-Audit Fees
$249,000
Non-audit fees (tax services of $249,000) represent approximately 6.6% of audit fees ($3,782,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $22.5 billion market-cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted.
Overall Assessment
This is a straightforward annual meeting ballot with three standard proposals: director elections, auditor ratification, and say-on-pay. All proposals receive a FOR vote determination — Samsara's exceptional 3-year stock performance (+108% versus a peer median of +16%) clears every TSR threshold for directors, the auditor fee structure is clean with minimal non-audit fees, and the executive pay program is overwhelmingly weighted toward at-risk equity with strong prior shareholder support of 98.6%.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing