Snowflake received only approximately 30% shareholder support on last year's Say-on-Pay vote — far below the 70% threshold that would indicate meaningful shareholder endorsement — and while the company conducted extensive outreach and has announced a redesigned performance stock award program for fiscal year 2027, those changes are forward-looking and do not apply to the fiscal year 2026 compensation being voted on today. The CEO's reported total compensation for fiscal year 2025 (the year that included the large new-hire grant package) was $101.3 million, which reflects a single large award covering multiple future years reported all at once and which drove the shareholder dissatisfaction; the fiscal year 2026 refresh compensation of approximately $22.3 million is more moderate, but the FY2026 performance stock awards still used only one-year performance periods — the core concern shareholders expressed — and the company declines to disclose specific performance targets, limiting shareholders' ability to assess rigor. Given the policy requirement to vote AGAINST when prior support was below 70% and changes to the compensation structure have not yet been implemented in the period being voted on, an AGAINST vote is warranted.

PwC has served as Snowflake's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $1,009,000 plus tax fees of $996,000 plus other fees of $2,000, totaling approximately $2,007,000) represent about 43% of core audit fees of $4,634,000, which is below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Snowflake's size and complexity, and all fees were pre-approved by the Audit Committee.