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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark P. Mader | $587,077 | $0 | $9,085,222 | $0 | $511,134 | $0 | $22,453 | $10,205,886 |
| President and Chief Executive Officer | ||||||||
| Pete Godbole | 444,115 | 0 | 4,165,908 | 0 | 275,408 | 0 | 9,426 | 4,894,857 |
| 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.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Mark P. Mader | $10,205,886 | — | $15,632,439 | — |
| Pete Godbole | 4,894,857 | — | 3,811,911 | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
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 consultant | Compensia |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-06-16 | 83,623,127 | 29,188,956 | 634,593 | 74.13% | Passed |
| 2022 | 2022-06-17 | 46,359,500 | 62,008,870 | 66,318 | 42.78% | Failed |
| 2021 | 2021-06-17 | 83,136,738 | 19,239,387 | 527,672 | 81.21% | Passed |
| 2020 | 2020-06-17 | 99,011,086 | 1,252,172 | 424,559 | 98.75% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2023 | 2023-06-16 | 74.13%a |
| 2022 | 2022-06-17 | 42.78%b |
| 2021 | 2021-06-17 | 81.21%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.
| Ratio (CEO : median employee) | 64 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Khozema ShipchandlerIndependent · Audit Committee Chair | $29,402 | $302,582 | $0 | $0 | $0 | $331,984 |
| Michael GregoireIndependent · Board Chair · Compensation Committee Member | 60,477 | 184,886 | 0 | 0 | 0 | 245,363 |
| Alissa AbdullahIndependent · Audit Committee Member · Compensation Committee Member | 52,500 | 184,886 | 0 | 0 | 0 | 237,386 |
| Elena GomezIndependent · Audit Committee Member · Departed during FY | 52,500 | 184,886 | 0 | 0 | 0 | 237,386 |
| Matthew McIlwainIndependent · Compensation Committee Chair | 50,000 | 184,886 | 0 | 0 | 0 | 234,886 |
| James N. WhiteIndependent · Audit Committee Member · Nominating and Corporate Governance Committee Member | 49,000 | 184,886 | 0 | 0 | 0 | 233,886 |
| Geoffrey T. BarkerIndependent · Audit Committee Member | 47,022 | 184,886 | 0 | 0 | 0 | 231,908 |
| Rowan TrollopeIndependent · Compensation Committee Member · Nominating and Corporate Governance Committee Member | 46,500 | 184,886 | 0 | 0 | 0 | 231,386 |
| Brent FreiIndependent · Compensation Committee Member · Not standing for re-election | 42,500 | 184,886 | 0 | 0 | 0 | 227,386 |
| Magdalena YesilIndependent · Nominating and Corporate Governance Committee Chair | 41,802 | 184,886 | 0 | 0 | 0 | 226,688 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 8,000 / 8,000 |
| Stock ownership guideline | — |
| Component | FY2024 |
|---|---|
| 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.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Procore Technologies, Inc. | 2025 | Ajei Gopal | $236,966 | $76,650,569 | $0 | $0 | $77,416,665 |
| 2 | Samsara Inc. | 2026 | Sanjit Biswas | 50,000 | 18,069,159 | 0 | 63,945 | 18,184,644 |
| 3 | Five9, Inc. | 2025 | Michael Burkland | 585,000 | 16,186,638 | 0 | 621,270 | 17,403,709 |
| 4 | Blackline, Inc. | 2025 | Owen Ryan | 524,231 | 5,694,941 | 4,908,126 | 473,378 | 11,614,676 |
| 5 | Smartsheet | 2024 | Mark P. Mader | 587,077 | 9,085,222 | 0 | 511,134 | 10,205,886 |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Smartsheet | 87.4% | PSU 50 · RSU 50 | No | Compensia |
| Blackline, Inc. | 90.1% | RSU 50 · PSU 50 | Yes — Relative TSR | Compensia |
| Five9, Inc. | 106% | RSU 50 · PSU 50 | Yes — Relative Total Shareholder Return (RTSR) versus the companies of the S&P Software and Services Select Index | Compensia |
| Procore Technologies, Inc. | 100.4% | RSU 50 · PSU 50 | Yes — relative total stockholder return (rTSR) | Compensia |
| Samsara Inc. | 127.9% | RSU 100 | not disclosed | Compensia |
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mark P. Mader | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Summary Compensation Table”. As printed: 10,205,886. Filing ↗machine: r2 · c48 · span 623515–623525 |
| 2 | Section 01, Pete Godbole | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Summary Compensation Table”. As printed: 4,894,857. Filing ↗machine: r5 · c48 · span 633584–633593 |
| 3 | Section 07, pay ratio | DEF 14A | — | — | Section “CEO Pay Ratio”. As printed: 64 : 1.machine: span 1077007–1077011 |
| 4 | Section 08, Khozema Shipchandler | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 331,984. Filing ↗machine: t10 · r8 · c8 · span 289317–289324 |
| 5 | Section 08, Michael Gregoire | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 245,363. Filing ↗machine: t10 · r6 · c8 · span 286119–286126 |
| 6 | Section 08, Alissa Abdullah | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 237,386. Filing ↗machine: t10 · r2 · c8 · span 279711–279718 |
| 7 | Section 08, Elena Gomez | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 237,386. Filing ↗machine: t10 · r5 · c8 · span 284618–284625 |
| 8 | Section 08, Matthew McIlwain | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 234,886. Filing ↗machine: t10 · r7 · c8 · span 287620–287627 |
| 9 | Section 08, James N. White | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 233,886. Filing ↗machine: t10 · r10 · c8 · span 292326–292333 |
| 10 | Section 08, Geoffrey T. Barker | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 231,908. Filing ↗machine: t10 · r3 · c8 · span 281435–281442 |
| 11 | Section 08, Rowan Trollope | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 231,386. Filing ↗machine: t10 · r9 · c8 · span 290827–290834 |
| 12 | Section 08, Brent Frei | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 227,386. Filing ↗machine: t10 · r4 · c8 · span 282930–282937 |
| 13 | Section 08, Magdalena Yesil | DEF 14A | 2024-05-01 | 0001366561-24-000093 | Section “Director Compensation”. As printed: 226,688. Filing ↗machine: t10 · r11 · c8 · span 294018–294025 |
| 14 | Section 06, 2023 vote | Form 8-K | 2023-06-16 | 0001366561-23-000065 | Item 5.07 · say-on-pay result. As reported: 74.13% (votes for as printed: 83,623,127). Filing ↗ |
| 15 | Section 06, 2022 vote | Form 8-K | 2022-06-17 | 0001366561-22-000084 | Item 5.07 · say-on-pay result. As reported: 42.78% (votes for as printed: 46,359,500). Filing ↗ |
| 16 | Section 06, 2021 vote | Form 8-K | 2021-06-21 | 0001366561-21-000078 | Item 5.07 · say-on-pay result. As reported: 81.21%. Filing ↗ |
| 17 | Section 09b board cost (computed) | Computed | — | computed | Cash 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 |
| 18 | Procore Technologies, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177306 | CEO total compensation as printed in Procore Technologies, Inc.'s own proxy. As printed: 77,416,665. Filing ↗machine: r4 · c32 · span 740555–740565 |
| 19 | Samsara Inc., Section 10b CEO total | DEF 14A | 2026-06-01 | 0001628280-26-039492 | CEO total compensation as printed in Samsara Inc.'s own proxy. As printed: 18,184,644. Filing ↗machine: r2 · c48 · span 502458–502468 |
| 20 | Five9, Inc., Section 10b CEO total | DEF 14A | 2026-04-07 | 0001288847-26-000055 | CEO total compensation as printed in Five9, Inc.'s own proxy. As printed: 17,403,709. Filing ↗machine: r4 · c24 · span 919196–919206 |
| 21 | Blackline, Inc., Section 10b CEO total | DEF 14A | 2026-03-25 | 0001628280-26-020925 | CEO total compensation as printed in Blackline, Inc.'s own proxy. As printed: 11,614,676. Filing ↗machine: r2 · c54 · span 948504–948514 |
| 22 | Smartsheet (subject), Section 10b CEO total | DEF 14A | 2024-05-01 | 0001366561-24-000093 | CEO total compensation as printed in Smartsheet's own proxy. As printed: 10,205,886. Filing ↗machine: r2 · c48 · span 623515–623525 |
| 23 | Section 10a, Blackline, Inc. reciprocity | DEF 14A | — | 0001628280-26-020925 | Blackline, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 24 | Section 10a, Five9, Inc. reciprocity | DEF 14A | — | 0001288847-26-000055 | Five9, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 25 | Section 10a, Procore Technologies, Inc. reciprocity | DEF 14A | — | 0001193125-26-177306 | Procore Technologies, Inc. names Smartsheet in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 26 | Section 10a, Samsara Inc. reciprocity | DEF 14A | — | 0001628280-26-039492 | Samsara Inc.'s most recent proxy was read; its disclosed peer group does not include Smartsheet. Filing ↗ |