Velarion · Company Intelligence
Compensation Brief
Fiscal year 2024 · Filings through 2026-06-01

Smartsheet (SMAR)

Fiscal year 2024 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$10,205,886
Mark P. Mader total, FY2024
39th
CEO pay percentile vs peers
64:1
CEO-to-median pay ratio
74.13%
Say-on-pay support, latest vote
Companies that benchmark against SMAR
45 companies name SMAR as a compensation peer

Each company listed discloses SMAR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SMAR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2024

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mark P. Mader$587,077$0$9,085,222$0$511,134$0$22,453$10,205,886
President and Chief Executive Officer
Pete Godbole444,11504,165,9080275,40809,4264,894,857
Chief Financial Officer and Treasurer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY20232024
Mark P. Mader$10,205,886$15,632,439
Pete Godbole4,894,8573,811,911

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

05

Incentive-plan design — the Compensation Discussion & Analysis

Our overall compensation philosophy is to provide an executive compensation program that attracts and retains exceptional executive officers, ensures that our executives are focused on and accountable for our key business objectives, provides appropriate incentives for Company performance, and aligns executive compensation with the long-term interests of our shareholders.

CEO STI target (% of salary)100%
CEO LTI target (% of salary)
Independent consultantCompensia
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20232023-06-1683,623,12729,188,956634,59374.13%Passed
20222022-06-1746,359,50062,008,87066,31842.78%Failed
20212021-06-1783,136,73819,239,387527,67281.21%Passed
20202020-06-1799,011,0861,252,172424,55998.75%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20232023-06-1674.13%a
20222022-06-1742.78%b
20212021-06-1781.21%c

a. Approved under the standard stated in the filing — “Abstentions (shares present at the Annual Meeting and marked "Abstain") are counted for purposes of determining whether a quorum is present, but have no effect on the outcome of the matters voted upon.”.

b. Approved under the standard stated in the filing — “Abstentions (shares present at the Annual Meeting and marked "Abstain") are counted for purposes of determining whether a quorum is present, but have no effect on the outcome of the matters voted upon.”.

c. Approved under the standard stated in the filing — “Abstentions (shares present at the Annual Meeting and marked "Abstain") are counted for purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)64 : 1
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2024

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Khozema ShipchandlerIndependent · Audit Committee Chair$29,402$302,582$0$0$0$331,984
Michael GregoireIndependent · Board Chair · Compensation Committee Member60,477184,886000245,363
Alissa AbdullahIndependent · Audit Committee Member · Compensation Committee Member52,500184,886000237,386
Elena GomezIndependent · Audit Committee Member · Departed during FY52,500184,886000237,386
Matthew McIlwainIndependent · Compensation Committee Chair50,000184,886000234,886
James N. WhiteIndependent · Audit Committee Member · Nominating and Corporate Governance Committee Member49,000184,886000233,886
Geoffrey T. BarkerIndependent · Audit Committee Member47,022184,886000231,908
Rowan TrollopeIndependent · Compensation Committee Member · Nominating and Corporate Governance Committee Member46,500184,886000231,386
Brent FreiIndependent · Compensation Committee Member · Not standing for re-election42,500184,886000227,386
Magdalena YesilIndependent · Nominating and Corporate Governance Committee Chair41,802184,886000226,688
09

Board fee structure and ownership guideline

Annual cash retainer
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)8,000 / 8,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2024
Cash retainers and fees$471,703
Equity awards (grant-date value)$1,966,556
All other compensation$0
Total cost of the board$2,438,259

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2024

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Smartsheet names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Smartsheet.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Procore Technologies, Inc.2025Ajei Gopal$236,966$76,650,569$0$0$77,416,665
2Samsara Inc.2026Sanjit Biswas50,00018,069,159063,94518,184,644
3Five9, Inc.2025Michael Burkland585,00016,186,6380621,27017,403,709
4Blackline, Inc.2025Owen Ryan524,2315,694,9414,908,126473,37811,614,676
5Smartsheet2024Mark P. Mader587,0779,085,2220511,13410,205,886

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Smartsheet87.4%PSU 50 · RSU 50NoCompensia
Blackline, Inc.90.1%RSU 50 · PSU 50Yes — Relative TSRCompensia
Five9, Inc.106%RSU 50 · PSU 50Yes — Relative Total Shareholder Return (RTSR) versus the companies of the S&P Software and Services Select IndexCompensia
Procore Technologies, Inc.100.4%RSU 50 · PSU 50Yes — relative total stockholder return (rTSR)Compensia
Samsara Inc.127.9%RSU 100not disclosedCompensia

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Mark P. MaderDEF 14A2024-05-010001366561-24-000093Section “Summary Compensation Table”. As printed: 10,205,886. Filing ↗machine: r2 · c48 · span 623515–623525
2Section 01, Pete GodboleDEF 14A2024-05-010001366561-24-000093Section “Summary Compensation Table”. As printed: 4,894,857. Filing ↗machine: r5 · c48 · span 633584–633593
3Section 07, pay ratioDEF 14ASection “CEO Pay Ratio”. As printed: 64 : 1.machine: span 1077007–1077011
4Section 08, Khozema ShipchandlerDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 331,984. Filing ↗machine: t10 · r8 · c8 · span 289317–289324
5Section 08, Michael GregoireDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 245,363. Filing ↗machine: t10 · r6 · c8 · span 286119–286126
6Section 08, Alissa AbdullahDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 237,386. Filing ↗machine: t10 · r2 · c8 · span 279711–279718
7Section 08, Elena GomezDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 237,386. Filing ↗machine: t10 · r5 · c8 · span 284618–284625
8Section 08, Matthew McIlwainDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 234,886. Filing ↗machine: t10 · r7 · c8 · span 287620–287627
9Section 08, James N. WhiteDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 233,886. Filing ↗machine: t10 · r10 · c8 · span 292326–292333
10Section 08, Geoffrey T. BarkerDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 231,908. Filing ↗machine: t10 · r3 · c8 · span 281435–281442
11Section 08, Rowan TrollopeDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 231,386. Filing ↗machine: t10 · r9 · c8 · span 290827–290834
12Section 08, Brent FreiDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 227,386. Filing ↗machine: t10 · r4 · c8 · span 282930–282937
13Section 08, Magdalena YesilDEF 14A2024-05-010001366561-24-000093Section “Director Compensation”. As printed: 226,688. Filing ↗machine: t10 · r11 · c8 · span 294018–294025
14Section 06, 2023 voteForm 8-K2023-06-160001366561-23-000065Item 5.07 · say-on-pay result. As reported: 74.13% (votes for as printed: 83,623,127). Filing ↗
15Section 06, 2022 voteForm 8-K2022-06-170001366561-22-000084Item 5.07 · say-on-pay result. As reported: 42.78% (votes for as printed: 46,359,500). Filing ↗
16Section 06, 2021 voteForm 8-K2021-06-210001366561-21-000078Item 5.07 · say-on-pay result. As reported: 81.21%. Filing ↗
17Section 09b board cost (computed)ComputedcomputedCash 471,703 + equity 1,966,556 + all other 0 = 2,438,259, summed across the director compensation table rows.machine: formula: Σ = 2,438,259
18Procore Technologies, Inc., Section 10b CEO totalDEF 14A2026-04-240001193125-26-177306CEO total compensation as printed in Procore Technologies, Inc.'s own proxy. As printed: 77,416,665. Filing ↗machine: r4 · c32 · span 740555–740565
19Samsara Inc., Section 10b CEO totalDEF 14A2026-06-010001628280-26-039492CEO total compensation as printed in Samsara Inc.'s own proxy. As printed: 18,184,644. Filing ↗machine: r2 · c48 · span 502458–502468
20Five9, Inc., Section 10b CEO totalDEF 14A2026-04-070001288847-26-000055CEO total compensation as printed in Five9, Inc.'s own proxy. As printed: 17,403,709. Filing ↗machine: r4 · c24 · span 919196–919206
21Blackline, Inc., Section 10b CEO totalDEF 14A2026-03-250001628280-26-020925CEO total compensation as printed in Blackline, Inc.'s own proxy. As printed: 11,614,676. Filing ↗machine: r2 · c54 · span 948504–948514
22Smartsheet (subject), Section 10b CEO totalDEF 14A2024-05-010001366561-24-000093CEO total compensation as printed in Smartsheet's own proxy. As printed: 10,205,886. Filing ↗machine: r2 · c48 · span 623515–623525
23Section 10a, Blackline, Inc. reciprocityDEF 14A0001628280-26-020925Blackline, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗
24Section 10a, Five9, Inc. reciprocityDEF 14A0001288847-26-000055Five9, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗
25Section 10a, Procore Technologies, Inc. reciprocityDEF 14A0001193125-26-177306Procore Technologies, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗
26Section 10a, Samsara Inc. reciprocityDEF 14A0001628280-26-039492Samsara Inc.'s most recent proxy was read; its disclosed peer group does not include Smartsheet. Filing ↗