01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Samsara Inc. (NYSE: IOT) filed a Form 8-K on August 21, 2025 to report the appointment of Gary Steele to its Board of Directors, effective September 1, 2025.
The board appointment was made on August 16, 2025. Steele currently serves as Chief Executive Officer of Shield AI Inc., and previously served as CEO of Splunk Inc. and CEO of Proofpoint, Inc. He also serves on the Board of Directors of Upwork Inc. Under the company's outside director compensation policy, Steele will receive an annual cash retainer of $47,500a for Board service and an initial restricted stock unit award with a grant date fair value of $500,000. He will also be eligible for additional compensation if he serves as a member or chair of a Board committee.
The company has entered into its standard form of indemnification agreement with him. The filing states that Steele has no material related-party transaction interest and no family relationships with Samsara's executives or directors.
The accompanying press release, attached as Exhibit 99.1, describes Steele's background and quotes CEO and co-founder Sanjit Biswas, who said Steele's experience across cybersecurity, enterprise software, and AI innovation will add value. The release also states that Samsara's expanding product offerings, powered by its AI platform, continue to deliver clear ROI for customers.
02—Key points
Key Highlights
- Gary Steele appointed to Samsara's Board of Directors, effective September 1, 2025; appointment made August 16, 2025.
- Steele currently serves as CEO of Shield AI Inc. and previously led Splunk Inc. (acquired by Cisco in 2024) and Proofpoint, Inc. (acquired by Thoma Bravo in 2021).
- Director compensation includes an annual cash retainer of $47,500 and an initial RSU award with a grant date fair value of $500,000.
- Additional compensation available if Steele serves as a committee member or chair under the outside director compensation policy.
- Standard indemnification agreement entered into with Steele, consistent with company practice.
- Filing states Steele has no material related-party transaction interest and no family relationships with executives or directors.
- Press release (Exhibit 99.1) quotes CEO Sanjit Biswas praising Steele's cybersecurity, enterprise software, and AI experience.
03—Questions
Frequently Asked Questions
Who is Gary Steele and what experience does he bring to Samsara's board?
Steele currently serves as CEO of Shield AI Inc., a defense technology company. He previously served as CEO of Splunk Inc. and as founding CEO of Proofpoint, Inc. The filing says he brings software, cybersecurity, and go-to-market experience and currently serves on the board of Upwork Inc.
How will Steele be compensated for serving as a director?
Under the outside director compensation policy, Steele will receive an annual cash retainer of $47,500, an initial RSU award with a grant date fair value of $500,000, and additional compensation if he serves on or chairs a committee.
When does Steele's board appointment take effect?
The appointment was made on August 16, 2025, and takes effect September 1, 2025.
Does Steele have any conflicts or related-party relationships with Samsara?
The filing states that Steele has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and that there are no family relationships with Samsara's executive officers or directors.
What did Samsara say about the appointment?
In the press release, CEO and co-founder Sanjit Biswas said Steele's experience across cybersecurity, enterprise software, and AI innovation will bring great value to Samsara. The release also says the appointment underscores the company's commitment to product innovation and operational excellence.
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