SentinelOne, Inc DEF 14A, filed May 13, 2026
SentinelOne, Inc. (S)
DEF 14A
2026-05-13
For: 2026-01-31
View Original
Added on
June 12, 2026
About this DEF 14A
SentinelOne, Inc filed this DEF 14A on May 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required.
¨ Fee paid previously with preliminary materials.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Notice of 2026 Annual Meeting of Stockholders
To be held virtually at 9:00 a.m., Pacific Time, on Thursday, June 25, 2026
To Stockholders of SentinelOne, Inc.:
We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of
SentinelOne, Inc., a Delaware corporation (the “Company”), to be held virtually on Thursday, June 25, 2026
at 9:00 a.m., Pacific Time. You may attend the Annual Meeting via live webcast, submit questions, and vote online
by visiting www.virtualshareholdermeeting.com/S2026 and entering the control number located on your proxy card
or Notice of Internet Availability of Proxy Materials (the “Notice”).
We are holding the Annual Meeting for the following purposes, which are more fully described in the
accompanying proxy statement:
Items of Business: | Board’s Recommendation: | |
1.To elect as Class II directors, the nominees named in our proxy statement, to serve until the 2029 annual meeting of stockholders and until their successor is duly elected and qualified, subject to their earlier death, resignation, or removal. | ✓ | FOR ALL the director nominees |
2.To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending January 31, 2027. | ✓ | FOR the ratification of the appointment |
3.To approve, on a non-binding advisory basis, the compensation of our named executive officers. | ✓ | FOR the approval of the compensation |
4.To transact any other business that properly comes before the Annual Meeting. | ||
Our Board of Directors has fixed the close of business on April 30, 2026 as the record date for the Annual
Meeting. Only stockholders of record at the close of business on April 30, 2026 are entitled to notice of, and to vote
at, the Annual Meeting. Our proxy statement contains further information regarding voting rights and the matters to
be voted upon.
On or about May 13, 2026, we expect to mail to our stockholders the Notice containing instructions on how to
access our proxy statement and our annual report. The Notice provides instructions on how to vote and includes
instructions on how to receive a paper copy of proxy materials and annual report by mail or email.
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we encourage you
to vote as soon as possible via the Internet or telephone so that your shares are represented and voted at the
Annual Meeting.
Thank you for your ongoing support of, and continued interest in, SentinelOne, Inc.
Sincerely,
Tomer Weingarten
Co-Founder, President, Chief Executive Officer, and Chairman of our Board of Directors
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON THURSDAY, JUNE 25, 2026: OUR PROXY STATEMENT AND
OUR ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.
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TABLE OF CONTENTS
Page | |
General Information .......................................................................................................................................... | |
Questions and Answers ..................................................................................................................................... | |
Board of Directors and Corporate Governance ................................................................................................ | |
Compensation of Non-Employee Directors ................................................................................................. | |
Corporate Responsibility and Sustainability ..................................................................................................... | |
Proposal No. 1: Election of Directors ............................................................................................................... | |
Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers ............................... | |
Executive Officers ........................................................................................................................................... | |
Executive Compensation ................................................................................................................................. | |
Compensation Discussion and Analysis .................................................................................................... | |
Executive Compensation Tables ............................................................................................................... | |
CEO Pay Ratio ........................................................................................................................................... | |
Pay Versus Performance ............................................................................................................................ | |
Related Person Transactions ............................................................................................................................. | |
Security Ownership .......................................................................................................................................... | |
Other Matters ................................................................................................................................................... | |
Stockholder Proposal Deadlines for 2027 Annual Meeting of Stockholders ................................................... |
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SentinelOne, Inc.
444 Castro Street, Suite 400
Mountain View, CA 94041
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held at 9:00 a.m., Pacific Time, on Thursday, June 25, 2026
This proxy statement (this “Proxy Statement”) and the enclosed form of proxy are furnished in connection
with the solicitation of proxies by our Board of Directors, for use at the Annual Meeting, and any postponements,
adjournments, rescheduling or continuations thereof. The Annual Meeting will be held on Thursday, June 25,
2026, at 9:00 a.m., Pacific Time and will be conducted virtually via a live webcast on the Internet at
www.virtualshareholdermeeting.com/S2026.
To participate at this year’s Annual Meeting, please log in to www.virtualshareholdermeeting.com/S2026. You
will be asked to provide the control number located on your proxy card. Your control number is located inside the
shaded gray box on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card. You will
not be able to attend the Annual Meeting physically. You will be able to listen to the Annual Meeting live, submit
questions and vote online. The Notice, containing instructions on how to access this Proxy Statement and our
Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (our “Annual Report”), is first being mailed
on or about May 13, 2026 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and our
Annual Report will also be available on the U.S. Securities and Exchange Commission’s (“SEC”) website at
www.sec.gov as well as on our Investor Relations website at https://investors.sentinelone.com.
Information contained on, or that can be accessed through, our website or other websites is not intended to be
incorporated by reference into this Proxy Statement and references to website addresses in this Proxy Statement are
inactive textual references only.
In this Proxy Statement, we refer to SentinelOne, Inc. as “SentinelOne”, “we”, “us”, “our”, and the “Company”
and the Board of Directors of SentinelOne, Inc. as “our Board”. Our fiscal year ends on January 31. References to
“fiscal 2027”, “fiscal 2026”, “fiscal 2025”, “fiscal 2024”, “fiscal 2023”, and “fiscal 2022” are to our fiscal years
ending or ended January 31, 2027, 2026, 2025, 2024, 2023, and 2022 respectively.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to
stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead
send these stockholders the Notice with instructions for accessing the proxy materials, including this Proxy
Statement and our Annual Report, and voting via the Internet. The Notice also provides information on how
stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy
distribution process more efficient, less costly and helps in conserving natural resources.
FORWARD-LOOKING STATEMENTS
This Proxy Statement includes forward-looking statements. Forward-looking statements include all statements
that are not historical facts, including statements regarding our corporate responsibility goals and commitments and
our executive compensation program. These statements involve risks and uncertainties. Actual results could differ
materially from any future results expressed or implied by the forward-looking statements for a variety of reasons,
including due to the risks, uncertainties, and other important factors that are discussed in our Annual Report and
subsequent quarterly reports and other filings filed with the SEC from time to time. We assume no obligation to
update any forward-looking statements or information, which speak as of their respective dates.
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QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND ANNUAL MEETING
The information provided in the “question and answer” format below is for your convenience only and is
merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy
Statement carefully.
Why am I receiving these materials?
This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of
proxies by our Board for use at the Annual Meeting and any postponements, rescheduling or adjournments thereof.
The Annual Meeting will be held virtually on Thursday, June 25, 2026, at 9:00 a.m., Pacific Time. You will be
able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the live
webcast of the meeting by visiting www.virtualshareholdermeeting.com/S2026 and entering the control number
located on your proxy card or the Notice.
Stockholders are invited to attend the virtual Annual Meeting and are requested to vote on the items of business
described in this Proxy Statement. The Notice, which contains instructions on how to access the proxy materials and
our Annual Report, is first being sent or given on or about May 13, 2026 to all stockholders entitled to notice of and
to vote at the virtual Annual Meeting. The proxy materials and our Annual Report can be accessed by following the
instructions in the Notice as well as online at our Investor Relations website at https://investors.sentinelone.com.
What proposals am I voting on?
You will be voting on:
•Proposal No. 1: The election of the nominees for Class II directors named in this Proxy Statement to hold
office until our 2029 annual meeting of stockholders and until their respective successor is duly elected and
qualified or until such directors’ earlier death, resignation or removal;
•Proposal No. 2: The ratification of the appointment of Deloitte, as our independent registered public
accounting firm for our fiscal year ending January 31, 2027;
•Proposal No. 3: The approval, on a non-binding advisory basis, the compensation of our named executive
officers; and
•Any other business that properly comes before the Annual Meeting.
What other matters may be brought before the Annual Meeting?
As of the date of this Proxy Statement, we are not aware of any other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the
persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their
judgment.
How does our Board recommend that I vote?
Our Board recommends that you vote your shares:
•Proposal No. 1: “FOR ALL” the nominees for Class II directors named in this Proxy Statement;
•Proposal No. 2: “FOR” the ratification of the appointment of Deloitte as our independent registered public
accounting firm for our fiscal year ending January 31, 2027; and
•Proposal No. 3: “FOR” the approval, on a non-binding advisory basis, of the compensation of our named
executive officers.
None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect
to the directors so nominated. None of our executive officers have any substantial interest in any matter to be acted
upon other than Proposal No. 1 and Proposal No. 3.
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Who is entitled to vote at the Annual Meeting?
Holders of our common stock as of the close of business on April 30, 2026, the record date (the “Record Date”)
for the Annual Meeting, are entitled to vote at the Annual Meeting. As of the Record Date, there were
335,181,654 shares of our Class A common stock and 6,300,444 shares of our Class B common stock issued and
outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters
described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate
votes with respect to the election of directors.
Each share of Class A common stock is entitled to one vote on each proposal properly brought before the
Annual Meeting and each share of Class B common stock is entitled to 20 votes on each proposal properly brought
before the Annual Meeting. Our Class A common stock and Class B common stock are collectively referred to in
this Proxy Statement as our “common stock.”
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date for the
Annual Meeting, your shares were registered directly in your name with our transfer agent, Computershare Trust
Company, N.A., then you are the stockholder of record with respect to those shares. As a stockholder of record, you
have the right to grant your voting proxy directly to the individuals listed on the proxy card, to vote electronically at
the virtual Annual Meeting, or by Internet or by telephone, or, if you received paper copies of the proxy materials by
mail, to vote by mail by following the instructions on the proxy card or voting instruction card.
Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other
Nominee. If, at the close of business on the Record Date, your shares were held, not in your name, but rather in an
account at a brokerage firm, bank or other nominee, then you are the beneficial owner of those shares held in “street
name” and the Notice is being forwarded to you by that organization. The organization holding your account is
considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have
the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following
the voting instructions your broker, bank or other nominee provides. If you do not provide your broker, bank or
other nominee with instructions on how to vote your shares, your broker, bank or other nominee may, in its
discretion, vote your shares with respect to routine matters but may not vote your shares with respect to any non-
routine matters. Please see the section titled “—What if I do not specify how my shares are to be voted or fail to
provide timely directions to my broker, bank or other nominee?” for additional information. You are also invited to
attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your
shares electronically at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other
nominee.
How can I vote my shares?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in one of
the following ways:
•You may vote electronically at the Annual Meeting. If you plan to attend the virtual Annual Meeting,
you may vote at the Annual Meeting.
•You may vote by mail. To vote by mail, complete, sign and date the proxy card that accompanies this
Proxy Statement and return it promptly in the postage-prepaid envelope provided (if you received printed
proxy materials). Your completed, signed and dated proxy card must be received prior to the Annual
Meeting.
•You may vote by telephone. To vote over the telephone, call toll-free 1-800-690-6903 from any touch-
tone telephone and follow the instructions. Have your Notice or proxy card available when you call. You
will be asked to provide the control number from your Notice or proxy card. Telephone voting is available
24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on June 24, 2026.
•You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an
electronic proxy card (have your Notice or proxy card in hand when you visit the website). You will be
asked to provide the control number from your Notice or proxy card. Internet voting is available 24 hours a
day, 7 days a week, until 11:59 p.m., Eastern Time, on June 24, 2026.
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Beneficial Owner of Shares Held in “Street Name.” If you are a beneficial owner of shares held in street name, you
will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions
provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to
vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction
card to their broker, bank or other nominee, or by telephone or via the Internet. However, the availability of
telephone or Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed
above, if you are a beneficial owner, you may only vote your shares electronically at the Annual Meeting if
you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote or revoke my proxy?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can change
your vote or revoke your proxy by:
•entering a new vote by telephone or via the Internet (until the applicable deadline for each method as set
forth above);
•returning a later-dated proxy card (which automatically revokes the earlier proxy);
•providing a written notice of revocation prior to the Annual Meeting to our Corporate Secretary at our
principal executive offices as follows: SentinelOne, Inc., 444 Castro Street, Suite 400, Mountain View, CA
94041, Attn: Corporate Secretary; or
•attending the virtual Annual Meeting and voting electronically. Attendance at the virtual Annual Meeting
will not cause your previously granted proxy to be revoked unless you specifically so request or cast your
vote electronically at the virtual Annual Meeting.
Beneficial Owner of Shares Held in “Street Name.” If you are the beneficial owner of your shares in street
name, you must contact the broker, bank or other nominee holding your shares and follow their instructions to
change your vote or revoke your proxy.
Why is the Annual Meeting being held virtually?
We are continuously exploring technologies and services that will best permit our stockholders to engage with
us from any location around the world and exercise their vote. We have decided to conduct the Annual Meeting on a
virtual basis because we believe it provides expanded access, improves communication, and enables increased
stockholder attendance and participation. It also is better for the environment.
We believe that by hosting the Annual Meeting virtually, our stockholders will be provided comparable rights
and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for
many of our stockholders who may not be able to attend an annual meeting of stockholders in person.
How can I submit a question before or during the Annual Meeting?
If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/
S2026 type your question into the “Ask a Question” field and click “Submit.” Stockholders are permitted to submit
questions during the Annual Meeting via the website and the virtual meeting website, respectively, that are in
compliance with the meeting rules of conduct that will be available on the virtual meeting website and with a limit
of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules
of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be
voted on by stockholders will be answered, and we reserve the right to exclude questions that are irrelevant to
meeting matters, irrelevant to our business, or derogatory or in bad taste; that relate to pending or threatened
litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the chair of the Annual
Meeting).
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Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a
paper copy of the full set of proxy materials?
In accordance with the rules of the SEC, we have elected to distribute our proxy materials, including the notice
of the Annual Meeting, this Proxy Statement and our Annual Report, primarily via the Internet. As a result, we are
mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The
Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how
to request printed copies of the proxy materials and Annual Report, and how to request to receive all future proxy
materials in printed form by mail or electronically by email. We encourage stockholders to take advantage of the
availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our
annual meetings.
How can I sign up for electronic proxy delivery service?
The Notice and proxy card or voting instruction form included with the Proxy Materials will contain
instructions on how to request electronic delivery of future proxy materials. Choosing to receive your future proxy
materials by email will eliminate the cost of printing and mailing documents and will reduce the associated
environmental impact. If you choose to receive future proxy materials by email, you will receive an email next year
containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by
email will remain in effect until you terminate it.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board. The persons named in the proxy, Tomer Weingarten, our
Co-Founder, President, Chief Executive Officer (“CEO”), and Chairman of our Board (“Chairman”), and Keenan
Conder, our Chief Legal Officer and Corporate Secretary, have been designated as proxies for the Annual Meeting
by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will
be voted electronically at the virtual Annual Meeting in accordance with the instruction of the stockholder on such
proxy. If no specific instructions are given, however, the shares will be voted in accordance with the
recommendations of our Board on the proposals as described above and, if any other matters are properly brought
before the Annual Meeting, the shares will be voted in accordance with the proxies’ judgment.
What is the quorum requirement for the Annual Meeting?
A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the
meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, virtually or
represented by proxy, of a majority of the voting power of our stock issued and outstanding and entitled to vote at
the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Abstentions,
“WITHHOLD” votes, and “broker non-votes” will be counted as present and entitled to vote for purposes of
determining a quorum at the Annual Meeting. If there is no quorum, the chairman of the meeting may adjourn the
meeting to another time or place.
How are broker non-votes and abstentions counted?
Under Delaware law, abstentions and instructions to “withhold authority” are counted as present and entitled to
vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions will have no
effect on the outcome of Proposal No. 2 (ratification of the appointment of Deloitte) or Proposal No. 3 (advisory
vote of the compensation of our named executive officers). Proxies marked “WITHHOLD” with respect to Proposal
No. 1 (election of the nominees for the Class II directors) will have no effect.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker
did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares.
Broker non-votes will be counted as present and entitled to vote for purposes of determining whether a quorum is
present at the Annual Meeting. However, brokers have limited discretionary authority to vote shares that are
beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without
instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares,
a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At the Annual Meeting,
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only Proposal No. 2 (ratification of the appointment of Deloitte) is considered a routine matter. As a result, brokers
will have discretionary authority to vote shares that are beneficially owned on Proposal No. 2 if they do not receive
voting instructions from the beneficial owner of those shares, and therefore, there will not be any broker non-votes
with respect to Proposal No. 2. The other proposals presented at the Annual Meeting are non-routine matters. Broker
non-votes are not deemed to be shares entitled to vote on and will have no effect on the outcomes of Proposal No. 1,
and Proposal No. 3.
How many votes are needed for approval of each proposal?
Proposal No. 1: Election of Class II Directors. The election of the Class II directors requires a plurality of the
voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on
the election of the directors. This means that the nominees for Class II directors receiving the highest number of
“FOR” votes will be elected as the Class II directors. You may vote (i) “FOR ALL,” (ii) “WITHHOLD ALL,” or
(iii) “FOR ALL EXCEPT” one or more of the nominees you specify. Because the outcome of this proposal will be
determined by a plurality vote, shares voted “WITHHOLD” will not prevent the director nominee from being
elected as a director. Similarly, abstentions and broker non-votes will have no effect on the outcome of this proposal.
Proposal No. 2: Ratification of Appointment of Deloitte. The ratification of the appointment of Deloitte will be
obtained if the number of votes “FOR” the proposal at the Annual Meeting exceeds the number of votes
“AGAINST” the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions will
not affect the outcome of voting on this proposal. There will not be any broker non-votes on this proposal.
Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers. The approval, on an
advisory basis, of the compensation of our named executive officers will be obtained if the number of votes “FOR”
the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. You may vote “FOR,”
“AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will not affect the outcome of
voting on this proposal. Proposal No. 3 is not binding on the Company or our Board.
Who will count the votes?
A representative of CT Hagberg LLC will tabulate the votes and act as inspector of elections.
What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank,
or other nominee?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a
proxy, but you do not provide voting instructions, your shares will be voted:
•Proposal No. 1: “FOR ALL” of the nominees for Class II directors named in this Proxy Statement;
•Proposal No. 2: “FOR” the ratification of the appointment of Deloitte as our independent registered public
accounting firm for our fiscal year ending January 31, 2027; and
•Proposal No. 3: “FOR” the approval, on a non-binding advisory basis, of the compensation of our named
executive officers.
In addition, if any other matters are properly brought before the Annual Meeting or any adjournments,
rescheduling or postponements thereof, the persons named as proxies will be authorized to vote or otherwise act on
those matters in accordance with their judgment.
Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other
Nominee. Brokers, banks and other nominees holding shares of common stock in “street name” for customers are
generally required to vote such shares in the manner directed by their customers. In the absence of timely directions,
your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter,
Proposal No. 2 (ratification of the appointment of Deloitte). Absent direction from you, however, your broker, bank
or other nominee will not have the discretion to vote on Proposal No. 1 and Proposal No. 3.
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How can I attend the Annual Meeting?
The Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual
Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting
by visiting www.virtualshareholdermeeting.com/S2026 and entering the sixteen-digit control number located on
your proxy card or Notice. The Annual Meeting live webcast will begin promptly at 9:00 a.m., Pacific Time. We
encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Pacific Time,
and you should allow ample time for the check-in procedures. You will have the same rights and opportunities that
would be afforded by an in-person meeting.
Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other
Nominee. If you were a beneficial owner of shares that are held in “street name” at the close of business on the
Record Date, you may not vote your shares electronically at the virtual Annual Meeting unless you obtain a “legal
proxy” from your broker, bank or other nominee who is the stockholder of record with respect to your shares. You
may still attend the virtual Annual Meeting even if you do not have a legal proxy. For admission to the virtual
Annual Meeting, visit www.virtualshareholdermeeting.com/S2026 and enter the sixteen-digit control number located
on your proxy card or Notice.
What if I have technical difficulties or trouble accessing the Annual Meeting?
If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we
will determine whether the meeting can be promptly reconvened (e.g., if the technical difficulty is temporary) or
whether the meeting will need to be reconvened on a later day (e.g., if the technical difficulty is more prolonged). In
any such situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/
S2026.
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time,
please call the technical support number that will be posted on the login page. Technical support will be available
starting at 8:45 a.m., Pacific Time, on Thursday, June 25, 2026 and will remain available until the Annual Meeting
has ended.
We encourage you to log in prior to the start time of the Annual Meeting to allow reasonable time for login
procedures.
How are proxies solicited for the Annual Meeting and who is paying for such solicitation?
Our Board is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the
entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy
materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other
nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees.
The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or
other means by our directors, officers or employees. No additional compensation will be paid to these individuals for
any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in
connection with such solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access
charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a
Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. If final voting
results are not available to us in time to file a Current Report on Form 8-K within four business days after the
Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and, within four business
days after final results are known, file an additional Current Report on Form 8-K to publish the final results.
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What does it mean if I receive more than one Notice or more than one set of printed materials?
If you receive more than one Notice or more than one set of printed materials, your shares may be registered in
more than one name and/or are registered in different accounts. Please follow the voting instructions on each Notice
or each set of printed materials, as applicable, to ensure that all of your shares are voted.
I share an address with another stockholder, and we received only one paper copy of the proxy materials.
How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy
of the Notice and, if applicable, the proxy materials and Annual Report, to multiple stockholders who share the same
address unless we receive contrary instructions from one or more of the stockholders. Once you have received notice
from your broker that it will be “householding” communications to your address, “householding” will continue until
you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by
contacting Broadridge by calling 1-866-540-7095 or writing to Broadridge, Householding Department, 51 Mercedes
Way, Edgewood, New York, 11717. This procedure reduces our printing and mailing costs and is better for the
environment. Stockholders who participate in householding will continue to be able to access and receive separate
proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable,
the proxy materials and Annual Report, to any stockholder at a shared address to which we delivered a single copy
of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we
only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:
SentinelOne, Inc.
Attention: Investor Relations
444 Castro Street, Suite 400
Mountain View, CA 94041
Tel: (855) 868-3733
Stockholders who hold shares in street name may contact their broker, bank or other nominee to request
information about householding.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The names of stockholders of record entitled to vote at the Annual Meeting will be available for review during
regular business hours from our Corporate Secretary for ten days prior to the Annual Meeting for any purpose
germane to the Annual Meeting at our corporate headquarters located at 444 Castro Street, Suite 400, Mountain
View, CA 94041. Please contact our Corporate Secretary a reasonable time in advance to make appropriate
arrangements, but in no event less than 48 hours in advance of your desired visiting time.
When are stockholder proposals due for next year’s annual meeting?
Please see the section titled “Stockholder Proposal Deadlines for 2027 Annual Meeting of Stockholders” for
more information regarding the deadlines for the submission of stockholder proposals for our 2027 annual meeting
of stockholders.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Composition of Our Board
Our Board is currently comprised of eight members. Our Board consists of three classes of directors, each
serving staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be
elected for a three-year term at the annual meeting of stockholders in the year in which that term expires. Each
director’s term continues until the election and qualification of his or her successor, or his or her earlier death,
resignation or removal.
The following table sets forth the names, ages, and certain other information for each of the directors with
terms expiring at the Annual Meeting (including those who are also nominees for election as a director at the Annual
Meeting) and for each of the continuing members of our Board. All information is as of April 30, 2026.
Name | Age | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||||||
Director Nominees (Class II) | ||||||||||||||||
Ana G. Pinczuk | 63 | President, Product and Technology and Director | 2022 | 2026 | 2029 | — | — | — | ||||||||
Mark J. Barrenechea | 61 | Director | 2025 | 2026 | 2029 | — | — | |||||||||
Continuing Directors (Class III) | ||||||||||||||||
Charlene T. Begley | 59 | Director | 2021 | 2027 | — | — | — | |||||||||
Aaron Hughes | 50 | Director | 2021 | 2027 | — | — | ||||||||||
Mark S. Peek | 68 | Director | 2021 | 2027 | — | |||||||||||
Continuing Directors (Class I) | ||||||||||||||||
Tomer Weingarten | 43 | Co-Founder, President, CEO, and Chairman | 2013 | 2028 | — | — | — | — | ||||||||
Daniel Scheinman | 63 | Lead Independent Director | 2015 | 2028 | — | — | ||||||||||
Teddie Wardi | 41 | Director | 2019 | 2028 | — | — | — | |||||||||
= Chair
= Member
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Director Nominees
Ana G. Pinczuk has served as our President, Product and Technology since September
2025 and a member of our Board since May 2022. From December 2022 to May 2024,
Ms. Pinczuk served as the Chief Operating Officer of Dexterity Inc., a robotics company for
logistics automation. Prior to that, she served as the Chief Transformation Officer from
February 2019 to August 2019 and then as the Chief Development Officer for Anaplan,
Inc., a business planning software company, from August 2019 to July 2022. She has also
held positions as the President of Hewlett Packard Enterprise Company’s Pointnext
technology services business, the Executive Vice President and Chief Product Officer of Veritas Technologies LLC,
a data management company, and Senior Vice President and General Manager, Backup and Recovery for Symantec
Corporation, a security software company, all in the period from 2015 to 2018. From 2000 until 2015, Ms. Pinczuk
served in various executive positions with Cisco Systems, Inc., a technology and networking company, including
most recently as Senior Vice President. Prior to joining Cisco, Ms. Pinczuk spent 15 years with AT&T, Inc., a
telecommunications company, in positions of increasing responsibility. From June 2021 to February 2023,
Ms. Pinczuk served on the board of directors and as a member of the compensation committee for Five9 Inc., a
cloud-based call center software company. Since November 2016, Ms. Pinczuk has served on the board of directors
for Aptiv PLC, an automotive technology company. Since January 2025, Ms. Pinczuk has served on the board of
directors for SmartRent, Inc., a smart home automation company. Ms. Pinczuk earned both undergraduate and
graduate mechanical engineering degrees from Cornell University, an executive master’s degree in technology
management from the University of Pennsylvania and a master’s degree in software management from Carnegie
Mellon University. We believe Ms. Pinczuk is qualified to serve as a member of our Board because of her extensive
leadership and business experience within the technology industry.
Mark J. Barrenechea has served as a member of our Board since December 2025.
Mr. Barrenechea is a technology executive with four plus decades of leadership and
innovation experience. From January 2012 to August 2025, Mr. Barrenechea was the Chief
Executive Officer of Open Text Corporation, an information management software
products company. He was also the Chief Technology Officer (from January 2016 to
August 2025) and the Vice Chair (from September 2017 to August 2025) of OpenText.
From 2006 to 2012, Mr. Barrenechea was a director and President and Chief Executive
Officer of Silicon Graphics International Corporation (SGI), a global leader in high performance computing. During
Mr. Barrenechea’s tenure at SGI, he led strategy and execution, which included transformative acquisitions of
assets, as well as penetrating diverse new markets and geographic regions. From 2003 to 2006, Mr. Barrenechea
served as Executive Vice President and Chief Technology Officer for CA, Inc., an enterprise information technology
management company (formerly Computer Associates International, Inc.) and was a member of the executive
management team. From 1997 to 2003, Mr. Barrenechea served as Senior Vice President of Applications
Development at Oracle Corporation, an enterprise software and corporate hardware products and services company,
managing a multi-thousand person global team while serving as a member of the executive management team. Since
2014, Mr. Barrenechea has served as a member of the board of directors and chair of the audit committee of Dick’s
Sporting Goods, Inc. From January 2012 to August 2025, Mr. Barrenechea served as a board member of OpenText
and from February 2018 to April 2022, as a board member of Avery Dennison Corporation. Mr. Barrenechea’s
philanthropic work includes serving on the boards of the San Francisco Opera and Blood Cancer United.
Mr. Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael’s College. We believe
Mr. Barrenechea is qualified to serve as a member of our Board because of his extensive leadership and business
experience within the technology industry.
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Continuing Directors
Tomer Weingarten is our co-founder and has served as our Chief Executive Officer and a
member of our Board since our inception in January 2013, as our President since November
2018, and as our Chairman of our Board since March 2021. Before our founding,
Mr. Weingarten held various positions, including Vice President of Products, at Toluna
Holdings Limited, a technology company that delivers real-time consumer insights, from
May 2007 to December 2012, which he joined following the acquisition of Dpolls, a startup
he had previously co-founded. Prior to that, Mr. Weingarten co-founded Carambola Media
Ltd., a publisher focused platform that creates new ad revenue streams through engaging content formats, where he
served as Chief Technology Officer from May 2011 to May 2012. Mr. Weingarten also previously served in various
roles at Mckit Systems Ltd., a provider of information and knowledge management systems in Israel, from March
2005 to April 2007. Since March 2022, Mr. Weingarten has served as a board trustee for Palo Alto University. We
believe Mr. Weingarten is qualified to serve as a member of our Board because of the historical knowledge,
operational expertise, leadership, and continuity that he brings to our Board as our co-founder and Chief Executive
Officer.
Daniel Scheinman has served as a member of our Board since September 2015. Since April
2011, Mr. Scheinman has been an angel investor. From September 1993 to April 2011,
Mr. Scheinman served in various roles at Cisco Systems, Inc., a technology and networking
company, most recently as Senior Vice President, Cisco Media Solutions Group, a media
and entertainment technology company. He has served as a member of the boards of
directors of Arista Networks, Inc., a cloud networking company, since October 2011, and of
Zoom Video Communications Inc., a cloud-based video communication company, since
January 2013, and currently serves on the boards of directors of several private companies. Mr. Scheinman holds a
B.A. in Politics from Brandeis University and a J.D. from the Duke University School of Law. We believe that
Mr. Scheinman is qualified to serve as a member of our Board because of his extensive leadership and business
experience with technology companies, as well as his service on the boards of directors of other privately and
publicly-held companies.
Charlene T. Begley has served as a member of our Board since January 2021. Ms. Begley
has served as an independent director and member of the audit committee of Nasdaq, Inc., a
global technology and financial services company, since April 2014, and as chair of its
nominating and governance committees since June 2021. She has served as an independent
director since April 2017, and currently, as chairperson of the nomination and governance
committee, and member of the audit committee at Hilton Worldwide Holdings Inc., a
multinational hospitality company. Earlier in her career, Ms. Begley served in various roles
at the General Electric Company, or GE, a diversified infrastructure and financial services company, from June 1988
to December 2013. Ms. Begley served in a dual role as Senior Vice President and Chief Information Officer, as well
as President and Chief Executive Officer of GE’s Home and Business Solutions Office, from January 2010 to
December 2012. Previously, Ms. Begley served as President and Chief Executive Officer of GE’s Enterprise
Solutions group from 2007 to 2009. In addition, Ms. Begley served as President and Chief Executive Officer of GE
Plastics and GE Transportation and prior to that led GE’s Corporate Audit staff and served as Chief Financial
Officer for GE Transportation and GE Plastics Europe and India. Ms. Begley served as a director at Red Hat, Inc., a
software development company, from November 2014 to June 2019 and at WPP plc, a multinational
communications, commerce and technology company, from December 2013 to June 2017. Ms. Begley holds a B.S.
in Finance from the University of Vermont. We believe Ms. Begley is qualified to serve as a member of our Board
because of her knowledge of technology and information security companies, her broad financial and audit expertise
from prior roles at GE and service on the audit committees of several public companies, and her expertise and
experience both in operational management roles and board leadership positions at large, public organizations.
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Aaron Hughes has served as a member of our Board since May 2021. Since October 2025
Mr. Hughes has served as the Global Chief Information Security Officer at AstraZeneca
plc. Previously from November 2020 to October 2025 Mr. Hughes served as Senior Vice
President and Chief Information Security Officer at Albertsons Companies, Inc., a grocery
and drugstore company. From June 2017 to November 2020, Mr. Hughes served as Vice
President for Information Security and Deputy Chief Information Security Officer at
Capital One Financial Corporation, a financial services company. Prior to Capital One,
Mr. Hughes served as Deputy Assistant Secretary of Defense for Cyber Policy at the United States Department of
Defense from May 2015 to January 2017. From July 2008 to May 2015, Mr. Hughes served as Vice President at In-
Q-Tel, Inc., a venture capital firm. Mr. Hughes holds a B.S. in Mechanical Engineering from the University of
Virginia, a M.S. in Telecommunication and Computers from George Washington University, and an M.B.A. from
the Stanford Graduate School of Business. We believe that Mr. Hughes is qualified to serve as a member of our
Board because of his extensive leadership, business and policy experience in the technology and cybersecurity
industries.
Mark S. Peek has served as a member of our Board since May 2021. From February 2018
until May 2025 Mr. Peek served as an Executive Vice President at Workday, Inc.
(“Workday”), a provider of enterprise cloud applications for finance and human resources.
From February 2018 to October 2022, Mr. Peek simultaneously served as the Managing
Director and Head of Workday Ventures, the strategic investment arm of Workday. From
June 2015 to February 2018, Mr. Peek served as Co-President of Workday, and from June
2012 to April 2016, as Workday’s Chief Financial Officer. Prior to joining Workday,
Mr. Peek served as President, Business Operations and Chief Financial Officer of VMware, Inc., a provider of
business infrastructure virtualization solutions from April 2007 to January 2011. From March 2000 to April 2007,
Mr. Peek served as Senior Vice President and Chief Accounting Officer at Amazon.com, Inc., a technology
company. Prior to joining Amazon, Mr. Peek spent 19 years at Deloitte, a professional services firm, and as a partner
for the last ten of those years. Mr. Peek serves on the Advisory Board of the Foster School of Business at the
University of Washington. From December 2011 to June 2012, Mr. Peek served on the board of directors of
Workday. Mr. Peek has served as a member of the board of directors of Trimble Inc., a software, hardware and
services technology company, since May 2010. As of June 2026, Mr. Peek will also serve as a member of the board
of directors at Workiva, Inc. Mr. Peek received a B.S. in Accounting and International Finance from Minnesota
State University. We believe that Mr. Peek is qualified to serve as a member of our Board because of his extensive
leadership and business experience with technology companies.
Teddie Wardi has served as a member of our Board since May 2019. Since January 2018,
Mr. Wardi has served as a Managing Director at Insight Venture Management, L.L.C., a
private investment firm. Prior to joining Insight, Mr. Wardi served as a Partner at Atomico
(UK) Partners LLP, an international investment firm, from March 2016 to October 2017.
Previously, Mr. Wardi served as Vice President at Dawn Capital LLP, a private investment
firm, from March 2014 to March 2016. Mr. Wardi co-founded Nervogrid Oy, a software
provider acquired by ALSO Holding Ag, and served as Chief Technology Officer from
March 2006 to August 2012. Mr. Wardi has also served on the board of directors of Hinge Health, Inc., a healthcare
technology company, since November 2018. Mr. Wardi holds a B.S.c. Business Technology and Finance from Aalto
University in Finland and an M.B.A. from Harvard Business School. We believe that Mr. Wardi is qualified to serve
as a member of our Board because of his extensive leadership and business experience with the venture capital and
technology industries.
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Board Skills and Experience Matrix
Our Board has taken a thoughtful approach to board composition to ensure that our directors have backgrounds
that collectively add significant value to the strategic decisions made by the Company and that enable effective
oversight of management to ensure accountability to our stockholders. Our Board and our Nominating and
Corporate Governance Committee believe the diversity of skills, qualities, attributes, and experience of our directors
provide us with a wide range of perspectives to effectively address our evolving needs and represent the best
interests of our stockholders.
Director Independence
Our Class A common stock is listed on the New York Stock Exchange (“NYSE”). Under the listing standards
of NYSE, independent directors must compromise a majority of a listed company’s board of directors. The NYSE
listing standards also require that, subject to specified exceptions, each member of a listed company’s audit,
compensation, and nominating and corporate governance committees be independent. Under the listing standards of
NYSE, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of
directors, that director has no material relationship with the listed company (either directly as a partner, stockholder
or officer of an organization that has a relationship with the company) and such director does not have specified
relationships with the company.
In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for
purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her
capacity as a member of the audit committee, board of directors, or any other board committee: accept, directly or
indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or
be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also
satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards
of NYSE.
Our Board has undertaken a review of the independence of each director and considered whether each director
has a material relationship with us that could compromise his or her ability to exercise independent judgment in
carrying out his or her responsibilities. As a result of this review, our Board determined that Charlene T. Begley,
Aaron Hughes, Mark S. Peek, Daniel Scheinman, Mark J. Barrenechea, and Teddie Wardi are “independent
directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of
NYSE. Ana G. Pinczuk is not considered independent following her appointment as President, Product and
Technology, in September 2025. In making these determinations, our Board reviewed and discussed information
provided by the directors and by us with regard to each director’s background, business and personal activities and
relationships as they may relate to us and our management, including the beneficial ownership of our common stock
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by each outside director and the transactions involving them described in the section titled “Related Person
Transactions.”
There are no family relationships among any of our directors or executive officers.
Annual Board and Committee Self-Evaluations
We conduct an annual self-evaluation process for our Board and its committees. As part of this process, our
outside counsel either conducts an interview with each member of our Board or requests completion of a written
questionnaire by each member of our Board to review their assessment of the performance of our Board and its
committees, their own performance, and the performance of fellow members of our Board. Results from such
assessment are aggregated and shared and discussed with our lead independent director and by our Nominating and
Corporate Governance Committee and our Board.
Our Board evaluation process is used:
•by our Board and Nominating and Corporate Governance Committee to assess the current composition of
our Board and its committees and make recommendations for the qualifications, expertise, and
characteristics we should seek in identifying potential new directors;
•by our Board and Nominating and Corporate Governance Committee to identify the strengths and areas of
opportunity of each member of our Board and to provide insight into how each member of our Board can
be most valuable;
•to improve agenda topics of our Board and its committees so that information they receive enables them to
effectively address the issues they consider most critical; and
•by our Nominating and Corporate Governance Committee as part of its annual review of each director’s
performance when considering whether to nominate the director for re-election to our Board.
Board Leadership Structure
Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our
Board and makes such recommendations to our Board as our Nominating and Corporate Governance Committee
deems appropriate. Our Board believes it is important to have flexibility in selecting the chairperson of our Board
and our Board leadership structure. Accordingly, our Corporate Governance Guidelines allow for the positions of
chairperson and CEO to be held by the same person. In making leadership structure determinations, our Board
considers many factors, including the specific needs of the business and what is in the best interests of our
stockholders.
Our Board believes that it is currently in the best interest of the Company and its stockholders for
Mr. Weingarten to serve in both roles. While our independent directors bring experience, oversight, and expertise
from outside of the Company, Mr. Weingarten brings current company-specific experience and insight developed
from co-founding and leading the Company since its inception. Our Board believes that Mr. Weingarten’s strategic
vision for our business, his in-depth knowledge of our platform and operations and the cybersecurity industry, and
his experience as our CEO since our inception in 2013 make him well qualified to serve as both our Chairman and
CEO.
Our Corporate Governance Guidelines provide that one of our independent directors will serve as our lead
independent director when the chairperson of our Board and the CEO are the same person. Our Board has appointed
Daniel Scheinman to serve as our lead independent director, who has served in this role since our IPO in 2021. Our
Board believes that Mr. Scheinman is well qualified to serve as lead independent director given his industry
experience, extensive investment experience within the technology industry, his extensive experience with our
company as an early investor, and his leadership during his tenure as a member of our Board. Our Board annually
reevaluates such appointment and following such evaluations, our Board re-appointed Mr. Scheinman as our lead
independent director in March 2026. As part of his duties as lead independent director, Mr. Scheinman makes
himself available for communications with stockholders and other stakeholders, if appropriate. Any changes to the
leadership structure of our Board, if made will be promptly disclosed on the “Investor Relations” section of our
website, which is located at https://investors.sentinelone.com, and disclosed in the appropriate proxy materials. Our
15
Board, in its sole discretion, may seek input from our stockholders on the leadership structure of our Board. Our
Corporate Governance Guidelines enumerate specific responsibilities for our lead independent director as follows:
•calling separate meetings of the independent directors;
•facilitating discussion and open dialogue among the independent directors during meetings of our Board,
executive sessions and outside of meetings of our Board;
•serving as the principal liaison between the chairperson and the independent directors;
•communicating to the chairperson and management, as appropriate, any decisions reached, suggestions,
views or concerns expressed by the independent directors in executive sessions or outside of meetings of
our Board;
•providing the chairperson with feedback and counsel concerning the chairperson’s interactions with our
Board;
•coordinating with the chairperson to set the agenda for meetings of our Board, taking into account input
from other independent directors;
•providing the chairperson and management with feedback on meeting schedules and the appropriateness,
including the quality and quantity, and timeliness of information provided to our Board;
•recommending the retention of advisors and consultants who report directly to our Board when appropriate;
•providing leadership to our Board if circumstances arise in which the role of the chairperson may be, or
may be perceived to be, in conflict;
•if appropriate, and in coordination with management, being available for consultation and direct
communication with major stockholders; and
•performing such other functions and responsibilities as requested by our Board from time to time.
Additionally, Mr. Scheinman, along with other members of our Board, is responsible for discharging our
Board’s risk oversight responsibility (as further described below) and reviews and provides feedback on risk
management to the management team, including Mr. Weingarten, as well as feedback on the design and structure of
our Board.
Our Board believes that the responsibilities assigned to Mr. Scheinman as our lead independent director helps
ensure a dedicated, independent, and active Board and, moreover, that the leadership structure of Mr. Scheinman
serving as our lead independent director and Mr. Weingarten’s combined role of Chairman and CEO creates an
appropriate balance in SentinelOne’s leadership, enabling strong leadership while effectively maintaining our
Board’s independence and oversight of management. In particular, this structure capitalizes on the expertise and
experience of Messrs. Weingarten and Scheinman, as it permits Mr. Weingarten to serve as a bridge between our
Board and management, helping both to act with a common purpose and providing critical leadership for carrying
out our strategy and confronting challenges, while Mr. Scheinman ensures independence of our Board from
management and as lead independent director can call and chair meetings of the independent directors separate and
apart from the chairman. Our Board also believes that there may be other advantages to having a lead independent
director for matters such as communications and relations between our Board, the CEO and the other members of
our senior management, and in assisting our Board in reaching consensus on particular strategies and policies.
Mr. Weingarten, as the only management director, does not participate in sessions of non-management directors, and
non-management directors meet regularly in executive sessions without management.
Board’s Role in Risk Oversight Process
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and
operational, legal and compliance, and reputational, as well as risks associated with the use of artificial intelligence
(AI) technologies. We have designed and implemented processes to manage risk in our operations. Management is
responsible for the day-to-day management of risks the Company faces. Our Board as a whole has responsibility for
overseeing our risk management process, although the committees of our Board oversee and review risk areas that
are particularly relevant to them. Our Board reviews strategic and operational risk in the context of discussions,
question and answer sessions, and reports from the management team at each regular Board meeting, receives
reports on all significant committee activities at each regular Board meeting, and evaluates the risks inherent in
16
significant transactions. Our Board also receives periodic updates from management on AI-related developments,
including integration of AI capabilities into our cybersecurity platform, evolving regulatory requirements, and
industry practices for responsible AI. Our Audit Committee assists our Board in fulfilling its oversight
responsibilities with respect to oversight of risk assessment and risk management generally, and specifically in the
areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory
compliance, cyber risk, and risks associated with the Company’s use of AI systems and also, among other things,
discusses guidelines with management and the independent auditor. Our Nominating and Corporate Governance
Committee assists our Board in fulfilling its oversight responsibilities with respect to risks relating to our corporate
governance practices, the independence of our Board and potential conflicts of interest, as well as our policies and
practices with regard to environmental, social and governance matters. Our Compensation Committee assesses risks
relating to our executive compensation plans and arrangements, and whether our compensation policies and
programs have the potential to encourage excessive risk taking.
Our Board believes its current leadership structure supports the risk oversight function of our Board. In
particular, our Board believes that our lead independent director and our majority of independent directors provide a
well-functioning and effective balance to the members of executive management on our Board. Our Board and its
committees regularly communicate with members of management and consult with outside advisors regarding
existing risks or in the event a new risk emerges. Further, our Board and Nominating and Corporate Governance
Committee review and discuss with management matters related to human capital management, including our
commitments and progress on inclusion, employee engagement, business conduct and compliance, and executive
succession planning.
Management Succession Planning
Our Board has delegated primary oversight responsibility for succession planning for our senior management
positions, including our CEO, to our Nominating and Governance Committee. Our Nominating and Governance
Committee works closely with our CEO and Chief People Officer to identify, evaluate, and select potential
successors for our CEO’s direct reports. Our Nominating and Governance Committee and Board continues to
regularly evaluate its succession planning to ensure that we are well-positioned to continue to execute on our
corporate strategy.
Board’s Role in Corporate Strategy Oversight
Our Board actively oversees management’s establishment and execution of corporate strategy, including major
business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities such
as our stock repurchase program, potential corporate development opportunities, and risk management. At its
regularly scheduled meetings and throughout the year, our Board receives information and formal updates from our
management and actively engages with the senior leadership team with respect to our corporate strategy. Our
Board’s diverse skill set and experience enhances our Board’s ability to support management in the execution and
evaluation of our corporate strategy. The independent members of our Board also hold regularly scheduled executive
sessions at which strategy is discussed.
Board’s Role in Cybersecurity Risk Oversight
Our Board has oversight responsibility for our overall enterprise risk management, and cybersecurity risk
management in particular is regularly reviewed and overseen by our Audit Committee. Our Audit Committee
reviews management policies, processes, and procedures designed to identify, monitor, evaluate, and respond to
cybersecurity risks to which the company is exposed. Management regularly reports to our Audit Committee
regarding its process and procedures to mitigate or remediate cybersecurity risks, threats and incidents, as well as
monitoring activities of the cybersecurity team.
Our Audit Committee provides oversight of our cybersecurity program and receives quarterly cybersecurity
updates from our Chief Trust Officer (CTO). Our CTO has over 25 years of experience leading technology and
security transformation at large-scale, public technology organizations. This expertise, supported by a leadership
team of seasoned information security professionals with experience at globally recognized organizations, ensuring a
robust and comprehensive approach to cybersecurity oversight.
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Management is responsible for day-to-day risk management activities, including identifying and assessing
cybersecurity risks, establishing processes to monitor potential cybersecurity risks and implementing appropriate
mitigation or remediation measures, and maintaining cybersecurity programs. Our cybersecurity programs are under
the direction of our CTO, who is a member of our executive management team and closely coordinates as needed
with other senior management personnel, including the President, Product and Technology and the Chief Legal
Officer, who collectively possess significant experience in evaluating, managing and mitigating security and other
risks, including cybersecurity risks. For more information on our cybersecurity policies and procedures, please see
the section titled “Item 1C. Cybersecurity” on our Annual Report on Form 10-K for fiscal 2026.
Board Meetings and Board Committees
During fiscal 2026, our Board had a total of seven meetings (including regularly scheduled and special
meetings). All directors then serving, attended at least 75% of the aggregate of (i) the total number of meetings of
our Board held during the period for which he or she has been a director and (ii) the total number of meetings held
by all committees of our Board on which he or she served during the periods that he or she served.
We do not have a formal policy regarding attendance by members of our Board at annual meetings of
stockholders, but we strongly encourage our directors to attend. See the section titled “—Directors Attendance at
Our Annual Meeting of Stockholders.”
Our Board has established a standing Audit Committee, a standing Compensation Committee, and a standing
Nominating and Corporate Governance Committee. Each of the committees has the composition and the
responsibilities described below.
Each of these committees has a written charter approved by our Board. Copies of the charters for each
committee are available, without charge, upon request in writing to SentinelOne, Inc., 444 Castro Street, Suite 400,
Mountain View, California 94041, Attn: Corporate Secretary, or the “Investor Relations” section of our website,
which is located at https://investors.sentinelone.com, by clicking “Governance Documents” in the “Governance”
section of our website.
Audit Committee
Our Audit Committee is composed of Charlene T. Begley, Aaron Hughes and Mark S. Peek. Ms. Begley is the
chair of our Audit Committee. The members of our Audit Committee meet the independence requirements under
NYSE and SEC rules. Each member of our Audit Committee is financially literate. In addition, our Board has
determined that each of Ms. Begley and Mr. Peek is an “audit committee financial expert” as that term is defined in
Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). This designation does not, however, impose on her or him any supplemental duties, obligations or liabilities
beyond those that are generally applicable to the other members of our Audit Committee and Board. Our Audit
Committee’s principal functions are to assist our Board in its oversight of:
•selecting a firm to serve as our independent registered public accounting firm to audit our financial
statements;
•ensuring the independence of the independent registered public accounting firm, reviewing the
qualifications and performance of the independent registered public accounting firm, and overseeing the
rotation of the independent registered public accounting firm’s audit partners;
•discussing the scope and results of the audit with the independent registered public accounting firm, and
reviewing, with management and that firm, our interim and year-end operating results;
•establishing procedures for employees to anonymously submit concerns about questionable accounting or
audit matters;
•considering the adequacy of our internal controls and the design, implementation, and performance of our
internal audit function;
•risk assessment and management;
•our compliance with legal and regulatory requirements;
•reviewing related party transactions that are material or otherwise implicate disclosure requirements; and
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•approving, or as permitted, pre-approving all audit and non-audit services to be performed by the
independent registered public accounting firm.
During fiscal 2026, our Audit Committee had a total of seven meetings (including regularly scheduled and
special meetings).
Compensation Committee
Our Compensation Committee is comprised of Mark S. Peek, Daniel Scheinman, and Teddie Wardi. Mr. Peek is
the chair of our Compensation Committee. The members of our Compensation Committee meet the independence
requirements under NYSE and SEC rules. All the members of our Compensation Committee are also “non-
employee directors” within the meaning of Rule 16b-3 under the Exchange Act. Our Compensation Committee is
responsible for, among other things:
•evaluating, recommending to our Board, approving and reviewing our executive officer and director
compensation arrangements, plans, policies, and programs;
•reviewing and recommending to our Board the form and amount of our compensation of our non-employee
directors;
•reviewing, at least annually, the goals and objectives to be considered in determining the compensation of
our CEO and other executive officers;
•reviewing with our management our organization and people activities;
•administering and interpreting our cash and equity incentive compensation plans;
•reviewing and approving, or making recommendations to our Board with respect to, our cash and equity
incentive compensation plans;
•reviewing and recommending to our Board policies regarding recovery of incentive-based compensation;
and
•establishing our overall compensation philosophy.
During fiscal 2026, our Compensation Committee had a total of seven meetings (including regularly scheduled
and special meetings).
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of Daniel Scheinman, Aaron Hughes and
Mark J. Barrenechea. Mr. Scheinman is the chair of our Nominating and Corporate Governance Committee. The
members of our Nominating and Corporate Governance Committee meet the independence requirements under
NYSE and SEC rules. Our Nominating and Corporate Governance Committee’s principal functions include:
•identifying, considering, and recommending candidates for membership on our Board, and recommending
to our Board the desired qualifications, expertise, and characteristics of members of our Board;
•developing and recommending our corporate governance guidelines and policies;
•periodically consider and make recommendations to our Board regarding the size, structure and
composition of our Board and its committees
•reviewing and recommending to our Board any changes to our corporate governance guidelines;
•reviewing any corporate governance related matters required by the federal securities laws;
•reviewing proposed waivers of the code of conduct for directors and executive officers;
•assisting our Board in overseeing our programs related to corporate responsibility and sustainability;
•overseeing the process of evaluating the performance of our Board and its committees; and
•advising our Board on corporate governance matters.
During fiscal 2026, our Nominating and Corporate Governance Committee had a total of four meetings
(including regularly scheduled and special meetings).
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Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee was at any time during fiscal 2026, or at any other time,
an officer or employee of the Company or any of its subsidiaries. None of our executive officers currently serves, or
in the past year has served, as a member of the board of directors or compensation committee of any entity that has
one or more executive officers serving on our Board or our Compensation Committee. Please see the section titled
“Related Person Transactions.”
Considerations in Evaluating Director Nominees
In its evaluation of director candidates, including the members of our Board eligible for re-election, our
Nominating and Corporate Governance Committee considers the current size, structure, and composition of our
Board, the needs of our Board and its committees, and the desired Board qualifications, expertise and characteristics,
including such factors as judgment, business acumen, and individual attributes that contribute to the total mix of
viewpoints and experience represented on our Board. When identifying and recruiting potential candidates for
membership on our Board, our Nominating and Corporate Governance Committee typically uses an executive
search firm to assist with the process. Our Nominating and Corporate Governance Committee and Board are
committed to seeking individuals with a wide range of experiences, skills, and backgrounds. Each director should be
an individual of high character and integrity.
Our Board annually evaluates the performance of our Board and its committees. Our Nominating and Corporate
Governance Committee reviews self-assessment questionnaires to evaluate the performance of individual members.
In determining whether to recommend a director for re-election, our Nominating and Corporate Governance
Committee also considers the director’s past attendance at meetings, participation in and contributions to the
activities of our Board and the Company, and other qualifications and characteristics determined by our Board. Each
director must ensure that other existing and anticipated future commitments do not materially interfere with his or
her service as a director.
After completing their review and evaluation of director candidates, in accordance with the rules of NYSE, our
Nominating and Corporate Governance Committee will recommend a director nominee for selection by our Board.
Our Board has the final authority in determining the selection of director candidates for nomination to our Board.
Stockholder Recommendations for Nominations to Our Board
A stockholder that wants to recommend a candidate for election to our Board should direct the recommendation
in writing by letter to the Company, attention of our Corporate Secretary at SentinelOne, Inc., 444 Castro Street,
Suite 400, Mountain View, CA 94041. We do not have a formal policy regarding the consideration of director
candidates recommended by stockholders, but subject to the foregoing, our independent directors will consider
candidates recommended by stockholders in the same manner as candidates recommended from other sources. Our
Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend to our
Board for nomination as directors. Our Board has the final authority in determining the selection of director
candidates for nomination to our Board. A stockholder that wants to nominate a person directly for election to our
Board at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in our
amended and restated bylaws and the rules and regulations of the SEC. Any nomination should be sent in writing to
SentinelOne, Inc., 444 Castro Street, Suite 400, Mountain View, CA 94041, Attention: Corporate Secretary. Please
see the section titled “Stockholder Proposal Deadlines for 2027 Annual Meeting of Stockholders” for more
information.
Communications with Our Board
In cases where stockholders or other interested parties wish to communicate directly with our Board, non-
management members of our Board as a group, a committee of our Board, or a specific member of our Board
(including our chairman or lead independent director), messages can be sent to our Corporate Secretary at
corporate@sentinelone.com. We will initially receive and process communications before forwarding them to the
addressee. All communications are reviewed by the Corporate Secretary and provided to the members of our Board
as appropriate. We generally will not forward to the directors a communication that we determine to be primarily
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commercial, abusive, or threatening in nature or otherwise related to an improper or irrelevant topic, or that requests
general information about the Company, our products or our services.
This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange
Act, which are discussed further in the section titled “Stockholder Proposal Deadlines for 2027 Annual Meeting of
Stockholders.”
Directors’ Attendance at Our Annual Meeting of Stockholders
Our policy is to invite and encourage each member of our Board to be present at our annual meetings of
stockholders. All Board members then serving were present at our 2025 annual meeting of stockholders.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our Board has adopted a written code of business conduct and ethics that applies to all of our employees,
officers and directors. The full text of our Code of Business Conduct and Ethics is available on the “Investor
Relations” section of our website, which is located at https://investors.sentinelone.com, by clicking “Governance
Documents” in the “Governance” section of our website. We intend to disclose any amendments to our Code of
Business Conduct and Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.
Our Corporate Governance Guidelines establish the governance framework within which our Board conducts its
business and fulfills its responsibilities. The guidelines embody many of our governance policies, practices, and
procedures, which are the foundation of our commitment to effective corporate governance. Our Nominating and
Corporate Governance Committee reviews the corporate governance guidelines periodically and recommends any
amendments to our Board as appropriate. The full text of our Corporate Governance Guidelines is available on the
“Investor Relations” section of our website, which is located at https://investors.sentinelone.com, by clicking
“Governance Documents” in the “Governance” section of our website.
Compensation of Our Non-Employee Directors
Our Board has adopted a Non-Employee Director Compensation Program (“Outside Director Compensation
Policy”), which was most recently amended in March 2024. Members of our Board who are not employees are
eligible for compensation under our Outside Director Compensation Policy. Accordingly, Mr. Weingarten and Ms.
Pinczuk (following her appointment as President, Product and Technology), both executive officers, are not eligible
for compensation under our Outside Director Compensation Policy.
Our Outside Director Compensation Policy was developed in consultation with Aon’s Human Capital Solutions
Practice, a division of Aon plc, our Compensation Committee’s independent compensation consulting firm (“Aon”).
Aon provided recommendations and competitive non-employee director compensation data and analyses. Our Board
considered and discussed these recommendations and data, and considered the specific duties and committee
responsibilities of particular directors. Our Board believes our Outside Director Compensation Policy provides our
non-employee directors with reasonable and appropriate compensation that is commensurate with the services they
provide and competitive with compensation paid by our peer group companies to their non-employee directors.
Our Compensation Committee periodically reviews the type and form of compensation paid to our non-
employee directors, which includes a market assessment and analysis by Aon. As part of this analysis, Aon reviews
non-employee director compensation trends and data from companies comprising the same executive compensation
peer group used by our Compensation Committee in connection with its review of executive compensation.
Under our Outside Director Compensation Policy as in effect for fiscal 2026, non-employee directors received
compensation in the form of equity and cash, as described below:
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Cash Compensation
During fiscal 2026, each non-employee director was eligible to receive the following annual cash retainers for
certain board and/or committee service according to our Outside Director Compensation Policy:
Board/Committee | Cash Retainer | |||
Lead Independent Director (in addition to Board fee) ................................................. | $20,000 | |||
Board ............................................................................................................................ | $50,000 | |||
Chair | Member | |||
Audit Committee .......................................................................................................... | $20,000 | $10,000 | ||
Compensation Committee ............................................................................................ | $15,000 | $7,500 | ||
Nominating and Corporate Governance Committee .................................................... | $12,000 | $6,000 | ||
All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis, on the 15th of
each of March, June, September, and December, so long as the non-employee director continues to provide services
in the applicable capacity to the Company through each such date. Alternatively, each of our non-employee directors
may elect to receive his or her cash fees in the form of deferred share units, pursuant to a prior written election. The
RSUs granted as deferred share units will vest in equal quarterly installments so long as the non-employee director
provides continuous service to the Company through each vesting date, with the final installment vesting on the
earliest of (i) the date of the next annual meeting of our stockholders, (ii) the date immediately prior to the next
annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to
his or her failure to be re-elected or his or her not standing for re-election, and (iii) the originally scheduled vesting
date of such installment.
The RSUs granted as deferred share units will settle on the earliest to occur of (i) the 5th anniversary of the
grant date, (ii) the non-employee director’s separation from service from the Company, (iii) the non-employee
director’s disability, (iv) the non-employee director’s death, and (v) a corporate transaction.
The annual fees, regardless of the form of payment, will become payable in full immediately prior to a corporate
transaction.
Equity Compensation
Non-employee directors are eligible to receive all types of equity awards (except incentive stock options) under
our 2021 Equity Incentive Plan (“2021 Plan”) (or the applicable equity plan in place at the time of grant) including
discretionary awards not covered under our Outside Director Compensation Policy. All grants of awards under our
Outside Director Compensation Policy will be automatic and non-discretionary.
Initial Award. Each non-employee director who did not receive a stock option award in respect of his or her
appointment to our Board between April 1, 2021, and the date of our IPO, and each new director, is eligible to
receive an initial equity award in the form of stock options or RSUs, as determined by our Board, with an aggregate
value of $400,000 (the “Initial Award”). The Initial Award will vest quarterly with respect to 1/12th of the total
number of RSUs or stock options, as applicable, subject to the award, so long as the non-employee director provides
continuous service to the Company through each vesting date. The Initial Award is subject to full vesting
acceleration immediately prior to a corporate transaction.
Annual Award. On the date of our annual meeting of our stockholders, each non-employee director
automatically is granted an equity award in the form of stock options or RSUs, as determined by our Board, with an
aggregate grant date value equal to $225,000 (prorated based on months of service) (the “Annual Award”) subject to
such individual continuing to be an outside director. Subject to the terms of the our Outside Director Compensation
Policy, each Annual Award will fully vest on the earliest to occur of (i) the date of the next annual meeting of our
stockholders (or the day immediately prior if the non-employee director’s service as a director ends at such meeting
due to his or her failure to be re-elected or his or her not standing for re-election), (ii) the first anniversary of the
grant date, (iii) the non-employee director’s death, (iv) the non-employee director’s disability, or (v) a corporate
transaction, in each case subject to the non-employee director’s continuous service through such date.
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The number of RSUs or stock options, as applicable, granted as deferred share units or subject to the Initial
Award or the Annual Award will be calculated: (i) for RSUs, by dividing the dollar amount of the deferred share
units, Initial Award or the Annual Award, as applicable, by the trailing 30-calendar day average of the closing price
of our Class A common stock on the NYSE up to and including the grant date, rounding down to the nearest whole
share, or (ii) for stock options, based on a grant date fair value of Initial Award or the Annual Reward, determined
using the Black-Scholes value and the trailing 30-calendar day average of the closing price of our Class A common
stock on the NYSE up to and including the grant date, rounding down to the nearest whole share. Prior to the
amendment to our Outside Director Compensation Policy in March 2024, the calculation methodologies set forth
above were each based on the trailing 30-calendar day average for the period ending on the day immediately prior to
the grant date of the equity awards, some of which remain outstanding.
Non-Employee Outside Director Compensation Table
The following table provides information regarding compensation of our non-employee directors for service as
directors, for fiscal 2026. In fiscal 2026, Teddie Wardi (an outside director affiliated with Insight) did not receive
any compensation for his service as a director. Each outside director’s reasonable, customary and properly
documented travel expenses to attend Board meetings is reimbursed by the Company.
Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | |||
Mark J. Barrenechea(3) .............................................................. | $56,000 | $367,156 | $423,156 | |||
Charlene T. Begley(4) ................................................................ | $70,000 | $222,140 | $292,140 | |||
Aaron Hughes(5) ........................................................................ | $60,000 | $222,140 | $282,140 | |||
Mark S. Peek(6) ......................................................................... | $75,000 | $222,140 | $297,140 | |||
Ana G. Pinczuk(7) ..................................................................... | $56,000 | $222,140 | $278,140 | |||
Daniel Scheinman(8) ................................................................. | $89,500 | $222,140 | $311,640 |
(1)Unless a director elected to receive payment in RSUs granted as deferred share units in lieu of cash pursuant to our Non-Employee Director
Compensation Program, the amount shown reflects the annual cash retainer for such director’s service as a member of our Board and, if
applicable, lead independent director, or chair of our Audit Committee, Compensation Committee, or Nominating and Corporate
Governance Committee, or membership on our Audit Committee, Compensation Committee, or Nominating and Corporate Governance
Committee, in each case prorated as applicable based on term of service. Mr. Barrenechea, Ms. Begley, Mr. Hughes, Mr. Peek, and
Ms. Pinczuk each elected RSUs in lieu of cash and were awarded (i) 1,779, (ii) 3,895, (iii) 3,339 (iv) 4,174 and (v) 3,116 RSUs,
respectively.
(2)Includes any initial award and annual award, as applicable. The amounts reported in this column represent the grant date fair value of the
RSUs granted to our non-employee directors under our 2021 Plan, during fiscal 2026 as computed in accordance with FASB Accounting
Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Note that the amounts reported in these columns
reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our non-employee
directors from the RSUs.
(3)Mr. Barrenechea was appointed as a director in December 2025. As of January 31, 2026, Mr. Barrenechea held 24,459 aggregate unvested
RSUs settleable for shares of our Class A common stock.
(4)As of January 31, 2026, Ms. Begley held (a) 14,470 aggregate unvested RSUs settleable for shares of our Class A common stock and (b)
stock options to purchase a total of 33,000 shares of our Class B common stock, all of which options were vested.
(5)As of January 31, 2026, Mr. Hughes held (a) 14,192 aggregate unvested RSUs settleable for shares of our Class A common stock and (b)
stock options to purchase a total of 40,000 shares of our Class B common stock, all of which options were vested.
(6)As of January 31, 2026, Mr. Peek held (a) 14,609 aggregate unvested RSUs settleable for shares of our Class A common stock and (b) stock
options to purchase a total of 40,000 shares of our Class B common stock all of which options were vested.
(7)Compensation in this table reflects amounts earned by Ms. Pinczuk as a non-employee director. Ms. Pinczuk was appointed as our
President, Product and Technology in September 2025. Following her appointment, Ms. Pinczuk is no longer eligible for compensation
under our Outside Director Compensation Policy and thus, forfeited her equity awards issued under the Outside Director Compensation
Policy that had not vested as of September 25, 2025. As of January 31, 2026, Ms. Pinczuk held zero unvested RSUs that were granted to
her in her capacity as a director. See the section titled “Executive Compensation Tables—2026 Summary Compensation Table” for
compensation earned in her capacity as a named executive officer.
(8)As of January 31, 2026, Mr. Scheinman held 12,522 aggregate unvested RSUs settleable for shares of our Class A common stock.
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Stock Ownership Guidelines for Non-Employee Directors
In March 2024, our Board established Stock Ownership Guidelines for the members of our Board. Our Stock
Ownership Guidelines provide that the members of our Board should generally own common shares equal in value
to five times the basic annual cash retainer paid to our non-employee directors (excluding any additional fees
payable for committee service or similar). Compliance with our Stock Ownership Guidelines is required within five
years of its adoption or when an individual becomes subject to the guidelines. If a covered person has not met the
stock ownership requirement by the applicable compliance deadline, then such person will be required to retain at
least 50% of the total number of shares acquired by such person following the grant, exercise, or settlement of any
equity award, as applicable. As of March 2026, all persons covered by our Stock Ownership Guidelines have either
met the applicable stock ownership requirement or were on track to comply with our Stock Ownership Guidelines
by the compliance deadline.
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CORPORATE RESPONSIBILITY AND SUSTAINABILITY
We recognize the importance of a thoughtful approach to corporate citizenship. Our Nominating and Corporate
Governance Committee is responsible for overseeing our programs relating to corporate responsibility and
sustainability, including environmental, social, and corporate governance matters. As we continue to develop our
strategies and practices in these areas, we are also committed to growing our programs to best meet the needs of the
stakeholders we serve. We refer to our employees as “Sentinels.”
Community Involvement
We drive social good through our commitment to responsible corporate citizenship across the communities
where we operate.
S Foundation
Rooted in our three core pillars, Empowering the Next Generation, Building an Equitable Future, and Protecting
the Environment, the S Foundation is our commitment to making a positive impact beyond the workplace. We
support nonprofits in the communities where we live and work through volunteer service, regional investments, and
global crisis response. Our contributions span both global and local efforts, including targeted donations, employee-
led giving, grants that support nonprofits connected to our customers and partners, and funding for and crisis relief
grants. Regional leads around the world assess community needs and recommend partnerships with nonprofit
organizations. Together, they co-create tailored programs that address local priorities while encouraging active
participation from Sentinels. From educational opportunities and mentorship to equity-focused initiatives and
environmental action, we believe the S Foundation reflects our commitment to doing what is right at work and
beyond, while advancing our vision to create a safer future for humanity.
Cybersafe University
As part of our annual CyberSafe University program, Sentinels visit schools to share tips on Internet safety with
kids in grades K-12. For older students, we also include information on how to pursue a career in cybersecurity,
choosing a college major and leading university programs around the globe. We launch new content each October to
celebrate Cybersecurity Awareness Month, and Sentinels leverage throughout the year in their communities. In
2025, we expanded the program through a partnership with Women in CyberSecurity, enabling affiliates to deliver
CyberSafe University content directly in local classrooms during Cybersecurity Awareness Month. Through this
collaboration, presentations were delivered across eight regions, reaching nearly 550 students and teachers across
public, private, bilingual, and after school programs. With the support of over 120 global Sentinel Ambassadors, the
program has reached more than 13,000 students across 75 schools in eight countries since its inception in 2022. To
broaden its impact even further, the effort includes translations into eight languages, ensuring accessibility for a
wider audience.
S1 Cares
This initiative brings Sentinels together to make a difference—combining impactful volunteer work with
opportunities to connect in person. Designed especially for members of our remote workforce, the program has
engaged over 1,300 Sentinels across nearly 30 cities in 2025, supporting 45 volunteer projects worldwide. From
supporting the elderly and volunteering in schools to tree planting and assisting at local food banks, S1 Cares
empowers employees to give back where it's needed most. For the past two years, these large-scale volunteer efforts
have been followed by social gatherings, fostering stronger bonds among colleagues and deeper connections within
the communities we call home.
Supporting the Next Generation
This past year, we proudly invested in the next generation of cybersecurity talent by supporting student leaders
from a variety of organizations. At OneCon, our annual customer conference, we invited our largest cohort of
students to date, welcoming 29 college seniors to join over 700 customers and partners for keynotes, breakout
sessions, and networking opportunities. In addition, we sponsored students to attend the RSA Conference in San
25
Francisco. Our Talent Acquisition team provided all students with hands-on support, including resume reviews,
LinkedIn best practices, and networking strategies to help them connect with future employers. By championing
emerging talent, we’re helping shape a more inclusive and resilient future for the cybersecurity industry.
Environmental Responsibility
We recognize the importance of environmental responsibility. We are dedicated to playing our part in
minimizing the environmental footprint of our solutions, operations, and broader value chain. Our sustainability
initiatives include:
Greenshift
GreenShift is our global sustainability initiative focused on reducing our carbon footprint, enhancing energy
efficiency, promoting environmental education among employees, and investing in impactful sustainability projects
worldwide. For example, in fiscal 2026, we kicked off our annual Stride for Sustainability Global Movement
Challenge—reinforcing our commitment to sustainability while also supporting the physical and mental well-being
of our employees through active participation and community engagement. Further, we expanded GreenShift to
address environmental challenges through community cleanups, sustainable product pilots, clothing donations, and
other employee-led initiatives.
Watershed
In partnership with Watershed Technology, Inc., we are implementing programs and analytic tools to track and
measure our environmental impact such as GHG emissions, which will support our goal of minimizing our climate
footprint.
EcoVadis
In October 2023, we began a materiality assessment to guide our overall sustainability strategy. We successfully
reported our efforts through EcoVadis, an independent provider of sustainability ratings, which recognizes eligible
companies that have completed their assessment and have demonstrated a relatively strong management system that
addresses sustainability criteria. In fiscal year 2026, EcoVadis recognized us with a Commitment Badge in
recognition of our sustainability achievements. We believe this recognition celebrates our company’s commitment
and leadership in sustainable and responsible business operations.
Inclusion and Belonging
At SentinelOne, we cultivate and foster an inclusive workplace for all Sentinels through key initiatives and
programs including:
•Strategic partnership, including an internship program, with Women in CyberSecurity (WiCyS). A focus on
amplifying the power of communities so that each individual can contribute to their fullest. University
recruiting for internships that broaden the population that can pursue cybersecurity careers.
•Inclusive recruitment and hiring practices to ensure equal opportunity for all communities.
Retention and Talent Development
We believe that motivating and retaining talent at all levels is vital to our success. Our compensation and
benefits program is intended to anticipate and meet the needs of our employees. In addition to base salary, these
programs, which vary by country and region, include bi-annual bonuses, equity awards, an employee stock purchase
plan, a 401(k) plan, including a 401(k) match in the U.S., healthcare and insurance benefits, health savings and
flexible spending accounts, unlimited vacation in the U.S., wellness reimbursement, 16 weeks of gender-neutral
parental leave and more. We have increased our investment in training and development and have rolled out several
key programs as well as enabling our employees to access over 1,000 on-demand webinars in technical and soft
skills areas. We continue to globally align our benefits to focus on business continuity and employee well-being. We
have been very intentional with our efforts to support employees while working from home and in their return to the
26
office. Further, we have enhanced and promoted programs to support employees’ physical and mental health and
well-being. We have built a company that we believe thrives whether our employees are in offices or remote.
Workplace Accolades
In 2025, we received multiple workplace accolades:
•Fortune recognized SentinelOne as a Fortune Future 50 company, 100 Best Companies to Work For in
Europe, Best Workplace in Technology, Best Workplace for Parents, and Best Workplace in the Bay Area.
•U.S. News & World Report recognized SentinelOne as one of its 2025 Best Companies to Work For, Best
Companies to Work For in IT, and Best Companies to Work For in the West.
•Newsweek named SentinelOne to its America’s Greatest Companies list.
•Built In recognized SentinelOne as a 2025 Best Places to Work in the United States.
•Great Place to Work recognized SentinelOne on Best Workplaces lists in several countries, including the
United Arab Emirates in the Small category; France for Best Workplaces and Best Workplaces in
Technology; Germany across the Information and Communications Technology, Small and Medium
Companies, and Bavaria lists; Italy; and Poland, including Best Workplaces for Millennials.
•SentinelOne also achieved Great Place to Work certification for Australia, Canada, Costa Rica, Czechia,
France, Germany, India, Israel (as of December 2025), Italy, Japan, Netherlands, Poland, Singapore,
Slovakia, Spain, the United Arab Emirates, the United Kingdom, and the United States.
27
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board is currently comprised of eight directors and is divided into three staggered classes of directors. At
the Annual Meeting, two Class II directors will be elected to our Board by the holders of our common stock to
succeed the same class whose term is then expiring. The directors’ term continues until the expiration of the term for
which such directors were elected and until such directors’ successors are elected and qualified or until such
directors’ earlier death, resignation, or removal.
Nominees for Director
Our Nominating and Corporate Governance Committee has recommended the director nominees for selection
by our Board, and our Board has nominated, Ana G. Pinczuk for re-election, and Mark J. Barrenechea for election,
as Class II directors at the Annual Meeting. If elected, Ms. Pinczuk and Mr. Barrenechea will serve as Class II
directors until the 2029 annual meeting of stockholders and until their respective successor is duly elected and
qualified or until their earlier death, resignation or removal. For more information concerning the nominees, please
see the section titled “Board of Directors and Corporate Governance.”
Mr. Barrenechea was initially recommended to our Nominating and Corporate Governance Committee as a
director candidate by a third-party professional executive search firm that conducted a search on behalf of our
Nominating and Corporate Governance Committee. After a rigorous screening process and interviews with several
independent members of the Board, our Nominating and Corporate Governance Committee recommended
Mr. Barrenechea to the full Board for election.
Ms. Pinczuk and Mr. Barrenechea have agreed to serve as directors if elected. In the event a nominee is unable
or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who may
be proposed by our Nominating and Corporate Governance Committee and designated by the present Board to fill
the vacancy.
Required Vote
The Class II directors will be elected by a plurality of the voting power of the shares present virtually or
represented by proxy at the Annual Meeting and entitled to vote on the election of directors. In other words, the two
nominees receiving the highest number of “FOR” votes will be elected as Class II directors. You may vote (i) “FOR
ALL,” (ii) “WITHHOLD ALL,” or (iii) “FOR ALL EXCEPT” one or more of the nominees you specify. Shares
represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of
Ms. Pinczuk and Mr. Barrenechea. “WITHHOLD” votes and broker non-votes will have no effect on the outcome of
this proposal.
Board Recommendation
Our Board recommends a vote “FOR ALL” the election to our Board of Ms. Pinczuk and
Mr. Barrenechea as Class II directors.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointed Deloitte as our independent registered public accounting firm for the year
ending January 31, 2027. During fiscal 2026, Deloitte served as our independent registered public accounting firm.
Notwithstanding its appointment and even if our stockholders ratify the appointment, our Audit Committee, in
its discretion, may appoint another independent registered public accounting firm at any time during the year if our
Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.
Our Audit Committee is submitting the appointment of Deloitte to our stockholders because we value our
stockholders’ views on our independent registered public accounting firm and as a matter of good corporate
governance. If the appointment is not ratified by our stockholders, our Audit Committee may consider whether it
should appoint another independent registered public accounting firm. A representative of Deloitte is expected to be
telephonically present at the virtual Annual Meeting, where he or she will be available to respond to appropriate
questions and, if he or she desires, to make a statement.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents the aggregate fees billed for professional audit services and other services rendered
to us by Deloitte for our fiscal 2026 and fiscal 2025.
Fiscal 2026 | Fiscal 2025 | ||
Audit Fees(1) .............................................................................................................. | $4,187,000 | $4,030,000 | |
Tax Fees(2) ................................................................................................................. | 1,517,000 | 1,156,000 | |
All Other Fees(3) ........................................................................................................ | 2,000 | 5,000 | |
Total Fees .................................................................................................................. | $5,706,000 | $5,191,000 |
(1)“Audit Fees” consist of professional services rendered in connection with the audit of our annual consolidated financial statements, the audit
of our internal control over financial reporting, the review of our quarterly consolidated financial statements, and services that are normally
provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those
fiscal years.
(2)“Tax Fees” consist of fees for professional services for tax compliance, tax advice and tax planning.
(3)“All Other Fees” consist of aggregate fees billed for products and services provided by the independent registered public accounting firm
other than those disclosed above. These services specifically relate to subscription fees paid for access to online accounting research
software and regulatory applications and certifications.
Auditor Independence
In fiscal 2026, there were no other professional services provided by Deloitte that would have required our
Audit Committee to consider their compatibility with maintaining the independence of Deloitte.
Audit and Non-Audit Services Pre-Approval Policy
Our Audit Committee has established a policy governing our use of the services of our independent registered
public accounting firm. Under this policy, with respect to services to be performed by our independent registered
public accounting firm, our Audit Committee (or its delegate) (i) may pre-approve without consideration of specific
case-by-case services or (ii) may require its specific pre-approval on a case-by-case service, in either case, to ensure
that the provision of such services does not impair the public accountants’ independence. All fees paid to Deloitte
for fiscal 2025 and fiscal 2026 were pre-approved by our Audit Committee.
Required Vote
Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal
year ending January 31, 2027 will be obtained if the number of votes “FOR” the proposal at the Annual Meeting
exceeds the number of votes “AGAINST” the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on
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this proposal. Abstentions will not affect the outcome of voting on this proposal. There will not be any broker non-
votes on this proposal.
Board Recommendation
Our Board recommends a vote “FOR” the ratification of the appointment of Deloitte as our
independent registered public accounting firm for the fiscal year ending January 31, 2027.
Audit Committee Report
This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or
subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall
not be deemed incorporated by reference into any prior or subsequent filing by SentinelOne under the Securities Act
or the Exchange Act, except to the extent SentinelOne specifically requests that the information be treated as
“soliciting material” or specifically incorporates it by reference.
SentinelOne’s management is responsible for (i) establishing and maintaining internal controls and
(ii) preparing SentinelOne’s consolidated financial statements. SentinelOne’s independent registered public
accounting firm, Deloitte, is responsible for performing an independent audit of SentinelOne’s consolidated
financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board
(United States), (“PCAOB”), and to issue a report thereon. It is the responsibility of the Audit Committee to oversee
these activities. It is not the responsibility of the Audit Committee to prepare SentinelOne’s financial statements.
These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit
Committee has:
•reviewed and discussed the audited financial statements for fiscal 2026 with the management of
SentinelOne and Deloitte;
•discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB;
and
•received the written disclosures and the letter from Deloitte as required by applicable requirements of the
PCAOB regarding the independent registered public accounting firm’s communications with the Audit
Committee concerning independence, and has discussed with Deloitte that firm’s independence.
Based on the Audit Committee’s review of the audited financial statements and the various discussions with
management and Deloitte, the Audit Committee recommended to our Board that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for filing with the SEC. The
Audit Committee has also appointed Deloitte as the Company’s independent registered public accounting firm for
the fiscal year ending January 31, 2027.
The Audit Committee
Charlene T. Begley (Chair)
Aaron Hughes
Mark S. Peek
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PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-
binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is
commonly referred to as a “say-on-pay” vote and gives our stockholders the opportunity to express their views on
our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of
compensation or any specific named executive officer, but rather the overall compensation of all of our named
executive officers and the philosophy, policies, and practices described in this Proxy Statement.
Stockholders are urged to read the section titled “Executive Compensation,” which discusses how our executive
compensation policies and procedures implement our compensation philosophy and contains tabular information and
narrative discussion about the compensation of our named executive officers. Our Compensation Committee and
Board believe that these policies and procedures are effective in implementing our compensation philosophy and in
achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual
Meeting:
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the
named executive officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, the compensation tables and narrative discussion,
and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our Board and Compensation Committee, which is
responsible for designing and administering our executive compensation program, value the opinions expressed by
stockholders in their vote on this proposal and will consider the outcome of the vote when making future
compensation decisions for our named executive officers.
Required Vote
The approval, on an advisory basis, of the compensation of our named executive officers will be obtained if the
number of votes “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.
You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will have
no effect on the outcome of this proposal.
Board Recommendation
Our Board recommends a vote “FOR” the approval, on a non-binding advisory basis, of the
compensation of our named executive officers.
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EXECUTIVE OFFICERS
The following table provides information regarding our executive officers as of April 30, 2026:
Name | Age | Position | ||
Tomer Weingarten ............... | 43 | Co-Founder, President, Chief Executive Officer, and Chairman of our Board | ||
Sonalee Parekh(1) .................. | 53 | Chief Financial Officer | ||
Barry Padgett(2) .................... | 55 | President and Chief Operating Officer | ||
Ana Pinczuk(3) ...................... | 63 | President, Product and Technology | ||
Keenan Conder .................... | 63 | Chief Legal Officer and Corporate Secretary |
(1) Ms. Parekh was appointed as our Chief Financial Officer in March 2026.
(2) Mr. Padgett was appointed as our President and Chief Operating Officer in March 2026.
(3) Ms. Pinczuk was appointed as our President, Product and Technology in September 2025.
For Mr. Weingarten’s biography, see the section titled “Board of Directors and Corporate Governance—
Continuing Directors.” For Ms. Pinczuk’s biography, see the section titled “Board of Directors and Corporate
Governance—Nominees for Director.”
Sonalee Parekh has served as our Chief Financial Officer since March 2026. From
September 2024 to March 2026, she served as the Chief Financial Officer and Head of
Finance of Asana, Inc., a work management software company. From May 2022 through
August 2024, Ms. Parekh served as Chief Financial Officer of RingCentral, Inc., a cloud-
based collaboration and communication SaaS company, where she was responsible for
accounting, FP&A, treasury, tax, internal audit and investor relations. From September
2019 to April 2022, Ms. Parekh served as Divisional CFO and Senior Vice President of
Corporate Development and Investor Relations at Hewlett Packard Enterprise Company, where she oversaw critical
growth initiatives, including global M&A and integration, corporate strategy, strategic investments, and managed all
buyside and sellside communication. Prior to Hewlett Packard Enterprise Company, Ms. Parekh held senior
leadership roles at several global investment banks, including Goldman Sachs, Jefferies, and Barclays Capital.
Since June 2021, Ms. Parekh has served as a member of the board of directors and chair of the audit committee for
indie Semiconductor, Inc. Ms. Parekh holds a Bachelor of Commerce degree from McGill University and is a
Chartered Accountant.
Barry Padgett has served as our President and Chief Operating Officer since March 2026.
From March 2025 to March 2026, he served as our Chief Growth Officer, and from
January 2026 to March 2026, as our interim Chief Financial Officer. From February 2022
to May 2024, he served as Chief Executive Officer for Amperity, Inc., an enterprise
customer data platform. From April 2020 to February 2022, he served as the Chief
Operating Officer of Amperity and from April 2019 to April 2020, Mr. Padgett served as
Chief Revenue Officer for Stripe, Inc., a financial services and software-as-a-service
company. From January 2016 to March 2019, Mr. Padgett served as President of SAP, a software and information
technology services company. Since February 2020, he has served as an independent director and member of the
compensation committee, and member of the nomination and corporate governance committee at Freshworks, Inc.
Mr. Padgett holds a B.S. in Applied Mathematics from Union College, an M.B.A. from the University of New South
Wales and an M.S. in Software Engineering from the University of Oxford.
Keenan Conder has served as our Chief Legal Officer and Corporate Secretary since
August 2021. Prior to joining us, from January 2012 to August 2021, Mr. Conder served in
several roles at Tableau Software, Inc., a data analytics company until its acquisition by
Salesforce.com Inc., including most recently as Executive Vice President, General Counsel
and Corporate Secretary. From June 2007 to January 2012, Mr. Conder served as Vice
President, General Counsel and Corporate Secretary of Isilon Systems, Inc., a data storage
company, which was subsequently acquired by EMC Corporation (now Dell EMC).
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Mr. Conder previously also served as Senior Vice President, General Counsel of Expedia, Inc. and prior to that as
Senior Vice President, General Counsel of Travelocity.com, Inc. Mr. Conder received his J.D. from Wake Forest
University and holds a B.A. from the University of North Carolina at Chapel Hill.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of the philosophy and
objectives of our executive compensation program, as well as a description of its material components. In addition,
we explain how and why our Compensation Committee arrived at specific compensation policies and decisions
involving our named executive officers for fiscal 2026. This CD&A is intended to be read in conjunction with the
tables that immediately follow this section, which provide additional compensation information for our named
executive officers.
Our named executive officers for fiscal 2026 were as follows:
Name | Title |
Tomer Weingarten .......................... | Co-Founder, Chief Executive Officer, President, and Chairman of our Board |
Barry Padgett(1) ............................... | President, Chief Operating Officer, and former Interim Chief Financial Officer |
Ana Pinczuk(2) ................................. | President, Product and Technology |
Keenan Conder ................................ | Chief Legal Officer and Corporate Secretary |
Barbara Larson(3) ............................. | Former Chief Financial Officer |
Richard Smith, Jr.(4) ........................ | Former President, Product, Technology, and Operations |
(1)Mr. Padgett was appointed as our President and Chief Operating Officer in March 2026. He joined our Company as Chief Growth Officer
in March 2025 and served in this position until March 2026, and served as our interim Chief Financial Officer from January 2026 to March
2026.
(2)Ms. Pinczuk was appointed as our President, Product and Technology in September 2025.
(3)As of January 15, 2026, Ms. Larson no longer serves as our Chief Financial Officer and is no longer considered an executive officer of the
Company.
(4)As of September 30, 2025, Mr. Smith no longer serves as our President, Product, Technology and Operations and is no longer considered an
executive officer of the Company.
How Executive Compensation is Determined
Compensation Philosophy
The overall objective of our compensation program is to support our business objectives by attracting, retaining
and engaging the highest caliber employees, including executive officers.
Although we consider a number of factors in our pay decisions, we emphasize the following key principles in
determining compensation for our senior leadership team:
Market-Driven Competitive Pay | Pay is targeted to be competitive against peers, with flexibility to adjust compensation elements based on individual job requirements and scope, experience, business needs, qualifications and performance, in order to attract and retain critical talent. |
Long-term Orientation | Compensation is most heavily weighted to long-term, stock-based components, driving focus on strategic long-term priorities. |
Pay for Performance | We believe in rewarding our executives by utilizing a “pay-for-performance” approach to compensation, the goal of which is to create meaningful links between the level of the executive's compensation and financial and strategic performance. |
Alignment with Stockholders | We effectively align named executive officer interests with those of our stockholders by focusing on long-term incentive compensation in the form of equity awards that correlate with the growth of sustainable long-term value for our stockholders. A meaningful portion of our named executive officers’ compensation opportunity is “at-risk” and variable in nature. |
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Each element of pay for executives is evaluated both independently and in combination with other pay
elements.
Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation policies and
practices. Our Compensation Committee evaluates our executive compensation program on at least an annual basis
to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and
the market in which we compete for executive talent. The following summarizes our executive compensation and
related policies and practices:
Our Approach | Practices We Avoid |
Maintain an independent compensation committee and advisors | Do not use “single-trigger” change in control benefits for our named executive officers |
Conduct an annual executive compensation review | Do not offer executive retirement plans |
Ensure that the vast majority of our executive pay is in the form of equity and is “at risk” | Prohibit hedging of our equity securities by our employees, our named executive officers, and the members of our Board |
Ensure succession planning through periodic review between the Chief Executive Officer and the Nominating and Corporate Governance Committee | Do not provide reimbursements or “gross ups” for excise tax payments |
Subject to feedback from our stockholders, we intend to annually conduct a say-on-pay vote | Do not provide perquisites for purposes that are not business-related or not otherwise necessary for the security of our named executive officers |
Emphasize a “pay-for-performance” philosophy, including granting performance stock units (PSUs) to senior executives to further align compensation to performance | No discounted stock option awards |
Require executives to comply with our Compensation Recovery Policy | No pledging without prior consent of our Chief Legal Officer |
Stock ownership requirements applicable to our directors and executive officers | |
Conduct robust engagement with our stockholders relating to our compensation program |
Compensation Determination Process
Our Compensation Committee regularly reviews our executive compensation program to assess its alignment
with our compensation philosophy and stockholder interests and to establish annual base salary and target cash
incentive levels and equity incentive opportunities of our named executive officers.
In making decisions about the compensation of our named executive officers, our Compensation Committee
takes a well-rounded approach that considers a number of factors, which may include:
•our executive compensation program objectives;
•our corporate growth and other elements of financial performance;
•the individual's role and responsibilities, qualifications, knowledge, skills, experience, marketability and
potential to take on additional scope and scale as the Company matures;
•relevant competitive market data and analyses prepared by our compensation consultant (see the section
titled “—Compensation Peer Group and Market Data” below);
•the past and expected future contribution of each individual executive officer in furthering achievement of
our financial, operational and strategic objectives, as well as to our purpose, mission and core values;
•the current outlook of the technology executive labor market generally;
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•the value and structure of historical compensation awards, including the amount and terms of outstanding
unvested equity awards held by each executive officer;
•internal pay equity, taking into consideration each individual’s impact on our business and performance;
•the recommendations of our CEO with respect to compensation of our other named executive officers; and
•compensation-related stockholder feedback.
These factors provide a framework for decision-making regarding compensation opportunities and final
compensation determinations for each named executive officers. No single factor is determinative in our
Compensation Committee’s decision-making, or weighted in any predetermined manner.
Stockholder Engagement
Our Board and our Compensation Committee value the continued interest of and the feedback from our
stockholders on topics such as company strategy, corporate governance, executive compensation and corporate
responsibility. We are committed to maintaining an active dialogue with stockholders across a wide variety of
topics, including those noted above, to ensure stockholder perspectives are fully considered and taken into account.
In fiscal 2026, we continued our robust stockholder engagement program by inviting, or meeting with, stockholders
who collectively represented more than 70% of the shares held by our top 100 institutional stockholders. We
continued to engage with stockholders to solicit feedback and discuss our executive compensation program and any
other matters of interest to our stockholders. Executive officers and other senior members of our People/Human
Resources, Legal, and Investor Relations teams participated in these meetings, and members of our Compensation
Committee participated in meetings as requested.
The key themes we heard from stockholders and the actions we have taken in response are summarized in the
table below:
What We Heard | How We Responded |
Increase the portion of performance- based equity compensation relative to time-based equity compensation | In fiscal 2026, we increased the PSU weighting from 25% to 40% of total annual equity for our CEO and key executives. In fiscal 2027, we further increased this weighting to 50% for our CEO and key executives. This change resulted in a meaningful increase in the proportion of total executive compensation that is tied directly to the achievement of certain rigorous financial performance goals. As a result of this shift, approximately 95% of our CEO’s total compensation opportunity in fiscal 2026 was performance-based or at-risk. |
Consider diversification of financial performance metrics across the annual bonus and PSU plans | We reviewed our performance metrics to ensure our incentive plans reflect key drivers of both short-term and long-term stockholder value. As a result of this effort, we continue to regard year over year growth of ARR, Revenue and Non-GAAP Operating Margin as the most important focal points for both short and long-term success. |
Enhance stockholder engagement and communication regarding compensation decisions | In fiscal 2026, we invited, or met with, over 70% of the shares held by our top 100 institutional stockholders to discuss and learn key issues from their perspective. We expanded our stockholder engagement program to include director participation and increased the frequency and depth of our stockholder outreach. We are committed to maintaining this enhanced level of engagement going forward. |
Provide greater transparency in this Proxy Statement disclosure regarding compensation decisions | We enhanced our disclosure in this Proxy Statement to provide additional detail on our stockholder engagement efforts and responses to stockholder feedback. We are committed to improved transparency. |
Ensure appropriate rigor in performance goals | We calibrate our performance goals to ensure they are rigorous yet achievable, and aligned with our strategic plan. We worked with our independent compensation consultant to evaluate and test the performance goals compared to internal and external factors. |
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Role of Board, Management, and Consultants
Our Compensation Committee establishes, reviews and approves all elements of named executive officer
compensation, working with the independent members of our Board, Aon and management as described below. Our
Compensation Committee considers, but is not required to follow, the recommendations of management in
determining the compensation of our executive officers, including our named executive officers. Our CEO is not
present during any deliberations or decision-making regarding his own compensation.
Compensation Committee a.Sets incentive program targets and approves payouts b.Evaluates performance of our CEO and other executive officers c.Reviews and approves our CEO’s and other executive officers’ base salaries d.Reviews and approves all other elements of pay for executive officers e. Assesses independence of compensation consultant |
Management a.Our CEO and our Chief People Officer recommends compensation program design b.Our CEO assisted by our Chief People Officer recommend compensation for other executive officers (in each case, excluding recommendations relating to such officer’s own compensation) c.Our Chief Financial Officer provides financial information to inform our Compensation Committee’s decision-making on incentive goals and payouts d. Implements compensation decisions of our Compensation Committee and our Board |
Independent Compensation Consultant a.Presents peer group pay practices and benchmarks for executive officer compensation to our Compensation Committee and management b.Reviews and provides recommendations to our Compensation Committee regarding management’s program design and pay proposals c.Meets with our Compensation Committee in executive session d.Conducts annual independent evaluation of our incentive programs to assess risk e.Provides additional consultation to our Compensation Committee or members thereof as needed regarding our compensation practices and individual executive compensation matters |
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Independent Compensation Consultant
Our Compensation Committee engaged Aon to serve as its independent compensation consultant during
fiscal 2026. Aon took direction from our Compensation Committee, as appropriate, and reported directly to our
Compensation Committee. Our Compensation Committee assessed the independence of Aon pursuant to SEC and
NYSE rules and determined that no conflict of interest exists that would prevent Aon from independently advising
our Compensation Committee. In making this assessment, our Compensation Committee considered each of the
factors set forth by the SEC and NYSE with respect to the compensation consultant’s independence, including that
the consultant provided no services for us other than pursuant to its engagement by our Compensation Committee.
Our Compensation Committee also determined there were no other factors it should consider in connection with the
assessment or that were otherwise relevant to our Compensation Committee’s engagement of Aon.
Compensation Peer Group and Market Data
When considering executive compensation decisions, our Compensation Committee believes it is important to
be informed as to current compensation practices of comparable publicly held companies, especially to understand
the demand and competitiveness for attracting and retaining an individual with each named executive officer’s
specific expertise and experience. Accordingly, when setting compensation for our executive officers, we compare
role-specific responsibilities and duties with our internal management structure and external market data to
determine each executive officers’ compensation. Peer group data is used annually as a reference point in
determining the compensation of the executive officers to ensure we remain competitive. Individual target
compensation is generally aligned by role against the compensation for comparable roles in our peer companies as a
starting point, but can and does vary based on several factors including business needs, job requirements, unique
market situations, internal equity, and the executive officer’s experience, qualifications and performance.
The following criteria were used in selecting our peer group:
•Technology companies with an emphasis on software-as-a-service (SaaS) in the cybersecurity, big data,
artificial intelligence, and cloud markets;
•High-growth;
•Similar stage of business lifecycle, including having completed IPO in the last five years; and
•Comparable annual sales and market capitalizations.
On an annual basis, our Compensation Committee, working in collaboration with Aon, reviews the composition
of the peer group and determines whether any adjustments should be considered. In fiscal 2026, our peer group
consisted of the 20 companies listed below. From our fiscal 2025 peer group, the following changes were made:
•HashiCorp, Inc, Smartsheet Inc., and Splunk Inc. were removed due to being acquired and no longer
trading publicly as an independent company.
•Commvault Systems, Inc. and Rubrik, Inc. were added due to their similar revenue, growth, industry, and
business lifecycle stage fit to SentinelOne.
Fiscal 2026 Peer Group | ||
Appian Corporation (APPN) | Elastic N.V. (ESTC) | Qualys, Inc. (QLYS) |
CloudFlare, Inc. (NET) | Five9, Inc. (FIVN) | Rapid7, Inc. (RPD) |
Commvault Systems, Inc. (CVLT) | GitLab Inc. (GTLB) | Rubrik, Inc. (RBRK) |
Confluent, Inc. (CFLT) | MongoDB, Inc. (MDB) | Samsara Inc. (IOT) |
CrowdStrike Holdings, Inc. (CRWD) | nCino, Inc. (NCNO) | Tenable Holdings, Inc. (TENB) |
Datadog, Inc. (DDOG) | Okta, Inc. (OKTA) | Workiva Inc. (WK) |
Dynatrace, Inc. (DT) | Palo Alto Networks, Inc. (PANW) | |
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Components of Executive Compensation
Our executive compensation program features both fixed and variable elements, and incorporates short- and
long-term incentives. Our Compensation Committee reviews and approves adjustments, if any, to annual and long-
term incentive programs and all named executive officer base salaries in March; any base salary adjustments
generally take effect in April. Elements of compensation may also be reviewed and adjusted at other times during
the year in connection with promotions or other changes in roles or responsibilities.
Base Salary
Base salaries provide a fixed level of cash compensation for each executive based on competitive market data
and individual factors such as skills, competencies, contributions, experience, performance and the assumption of
new responsibilities or promotions. There are no specific weightings assigned to these individual factors.
Generally, we establish the initial base salaries of our executive officers, including our named executive officers
by taking into account the individual’s position, qualifications, experience, competitive market data, and the base
salaries of our other executive officers. Thereafter, our Compensation Committee reviews the base salaries of our
named executive officers each year as part of its annual compensation review, with input from our CEO (except with
respect to their own base salary) and Aon, and makes adjustments as it determines to be reasonable and necessary to
reflect the scope of a named executive officer’s performance, individual contributions and responsibilities, position
in the case of a promotion, target total direct compensation opportunity, and market conditions.
In March 2025, our Compensation Committee reviewed the annual base salaries for fiscal 2026 of our executive
officers, including our named executive officers (with the exception of Ms. Pinczuk whose annual base salary was
established when she was appointed President, Product and Technology in September 2025), after considering a
competitive market analysis prepared by Aon and the recommendations of our CEO (except with respect to his own
base salary), as well as other factors, including those listed above, and determined to make adjustments to Mr.
Conder’s and Mr. Smith’s base salaries for fiscal 2026 to better align them with our peer group.
The following table sets forth fiscal 2025 and fiscal 2026 base salaries for each of our named executive officers.
Name | Fiscal 2026 Base Salary | Fiscal 2025 Base Salary | Percentage Adjustment |
Tomer Weingarten .............. | $700,000 | $700,000 | —% |
Barry Padgett (1) .................. | $500,000 | n/a | n/a |
Ana Pinczuk (2) .................... | $575,000 | n/a | n/a |
Keenan Conder ................... | $475,000 | $450,000 | 5.6% |
Barbara Larson(3) ................ | $527,000 | $527,000 | —% |
Richard Smith, Jr.(4) ............ | $575,000 | $550,000 | 4.5% |
(1)Mr. Padgett was appointed as our President and Chief Operating Officer in March 2026. He joined our Company as Chief Growth Officer
in March 2025 and served in this position until March 2026, and served as our interim Chief Financial Officer from January 2026 to March
2026.
(2)Ms. Pinczuk was appointed as our President, Product and Technology in September 2025.
(3)As of January 15, 2026, Ms. Larson no longer serves as our Chief Financial Officer and is no longer considered an executive officer of the
Company.
(4)As of September 30, 2025, Mr. Smith no longer serves as our President, Product, Technology and Operations and is no longer considered an
executive officer of the Company.
Annual Cash Incentive Awards
Each of our named executive officers is eligible to receive a cash incentive based on company performance. Our
Compensation Committee established annual cash incentive opportunities for fiscal 2026 for the named executive
officers in March 2025. Except for Mr. Padgett and Ms. Pinczuk who joined in fiscal 2026, all other named
executive officers’ target cash incentive percentages were unchanged from fiscal 2025. Mr. Padgett and Ms.
Pinczuk’s cash incentive target were established when they joined the company.
Potential annual cash incentive awards for our named executive officers under our cash incentive plan can range
from zero to 150% of their respective target annual incentive opportunity.
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Cash Incentive Payouts
For fiscal 2026, we introduced an updated set of metrics into the funding of our cash incentive program. Our
Compensation Committee based cash incentive funding on several key metrics:
Metric | Weight | Fiscal 2026 Threshold | Fiscal 2026 Targets | Fiscal 2026 Maximum | Fiscal 2026 Results(3) | Resulting Fiscal 2026 Payout |
Revenue ................................................ | 50% | $925.0M | $1,028.0M | $1,131.0M | $999.4M | 86% |
Non-GAAP Operating Margin(1) .......... | 25% | —% | 5.0% | 10.0% | 6.0% | 110% |
Strategic Objectives(2) ........................... | 25% | 100% | ||||
Total ..................................................... | 96% | |||||
(1)We define non-GAAP Operating Margin as its respective GAAP measure, excluding stock-based compensation expense, employer payroll
tax on employee stock transactions, amortization of acquired intangible assets, acquisition related compensation costs and restructuring
charges.
(2)The Strategic Objectives metric is evaluated against a set of key results, including: growth and retention of the global customer base;
financial discipline and results; operational excellence (e.g., product milestones and successful M&A integration); and market leadership.
The ultimate payout is determined by our Compensation Committee’s holistic assessment of these factors’ collective contribution to our
Company’s performance. This framework ensures that executive incentives are not solely reliant on short-term financial outputs but are also
anchored in the quality of earnings, proactive risk mitigation, and long-term competitive positioning.
(3)Fiscal 2026 results presented herein are adjusted for the impact of foreign exchange and mergers and acquisitions activity during the year.
These metrics were established to maintain a focus on revenue growth, balanced with operational efficiency and
profitability. Performance against Strategic Objectives was assessed at 100% of target, as significant outperformance
in market expansion and M&A execution was moderated by a disciplined evaluation of our product roadmap. While
the team successfully drove above-target growth in our customer base and diversified our revenue streams, our
Compensation Committee moderated the final payout to reflect certain product milestones that fell short of our
expectations. Key metric performance resulted in overall corporate cash incentive funding of 96% for fiscal 2026.
This reflects the over-performance against our operating margin target, delivering meaningful progress on our
profitability journey, offset by revenue being below target. In March 2026, our Compensation Committee approved
the following cash incentive payouts based on both individual and financial performance to each named executive
officer for fiscal 2026:
Name | Fiscal 2026 Target Cash Incentive Opportunity(1) | Fiscal 2026 Target Annual Cash Incentive as a Percentage of Salary | Fiscal 2026 Cash Incentive Payout |
Tomer Weingarten ..................... | $875,000 | 125% | $840,000 |
Barry Padgett(2) .......................... | $500,000 | 100% | $403,726 |
Ana Pinczuk(3) ............................ | $402,500 | 70% | $136,563 |
Keenan Conder .......................... | $282,575 | 60% | $271,272 |
Barbara Larson(4) ........................ | $368,900 | 70% | $0 |
Richard Smith, Jr.(5) ................... | $399,671 | 70% | $0 |
(1)Due to base salary changes occurring April 1, a portion of the target opportunity is based on fiscal 2025 base salaries. Accordingly, target
cash incentive opportunities represent a mix of fiscal 2025 and fiscal 2026 base salaries.
(2)Mr. Padgett joined the Company in March 2025. As a result, his fiscal 2026 target cash incentive opportunity and cash incentive payout
were prorated.
(3)Ms. Pinczuk was appointed as our President, Product and Technology in September 2025. As a result, her fiscal 2026 target cash incentive
opportunity and cash incentive payout were prorated.
(4)Ms. Larson transitioned from her role as Chief Financial Officer in January 2026 and was not eligible to receive the fiscal 2026 cash
incentive payout.
(5)Mr. Smith transitioned from his role as President, Product, Technology and Operations in September 2025 and was not eligible to receive
the fiscal 2026 cash incentive payout.
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Long-Term Incentive Program
A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed
to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term
company performance, and encourage ownership in the Company.
In fiscal 2024, we introduced PSUs into the executive equity compensation plan. Equity awards are designed to
encourage high performance by and long-term tenure for executive officers, thereby strongly aligning executive
officers’ interests with the interests of our stockholders. The long-term incentive program is designed to drive long-
term stockholder value, as well as retain key talent over a sustained time period. During fiscal 2026, our long-term
incentive awards consisted of PSUs and RSUs. Our RSUs and PSUs generally require four years of continuous
service in order to completely vest (subject to the terms of each executive officers’ arrangements described in the
section titled “—Potential Payments upon Termination or Change of Control”).
Our Compensation Committee determines the size of equity grants according to each executive officer’s
position. To do so, our Compensation Committee generally references the market data of our peer group companies
as provided by Aon. Our Compensation Committee also takes into consideration each executive officer’s recent
performance history, the executive officer’s potential for future responsibility, and criticality of the executive
officer’s work to the long-term success of the Company. Our Compensation Committee has the discretion to give
relative weight to each of these factors as it sets the size of the equity grant to appropriately create an opportunity for
reward based on increasing stockholder value.
Our Compensation Committee typically grants long-term incentive awards to executive officers in the first
quarter of our fiscal year. The number of time-based RSUs and PSUs granted is determined by the trailing 30-
calendar day average of the closing price of our Class A common stock on the NYSE up to and including the grant
date. RSUs vest quarterly over a four-year period. If performance goals are achieved, the PSUs vest annually over
four years after each respective annual performance period is determined, with no additional service-based vesting
requirement following certification of achievement of the performance criteria.
For fiscal 2026, our Compensation Committee approved modest market-based adjustments to target annual
equity opportunities for named executive officers to ensure continued alignment with market. Specific to our
recruitment efforts, Mr. Padgett and Ms. Pinczuk received new hire equity awards in connection with their
appointments, structured to align their interests immediately with those of our stockholders. Regarding Mr. Smith,
our Compensation Committee approved a strategic, one-time retention sized grant. To maximize the long-term
retentive value of this award and ensure sustained performance, our Compensation Committee implemented a back-
weighted vesting schedule, whereby the majority of the shares vest in the later years of the term.
Our named executive officers received PSUs and RSUs in fiscal 2026 as follows:
Name | Fiscal 2026 LTI Award(1) | Total Target PSU Value(1) | RSU Value(1) |
Tomer Weingarten ............................... | $21,000,000 | $8,400,000 | $12,600,000 |
Barry Padgett(2) .................................... | $19,000,000 | $7,600,000 | $11,400,000 |
Ana Pinczuk(3) ...................................... | $15,000,000 | $6,000,000 | $9,000,000 |
Keenan Conder .................................... | $4,500,000 | $1,125,000 | $3,375,000 |
Barbara Larson(4) .................................. | $4,000,000 | $1,600,000 | $2,400,000 |
Richard Smith, Jr.(5) ............................. | $18,000,000 | $7,200,000 | $10,800,000 |
(1)Represents dollar amounts at target approved by our Compensation Committee for setting the numbers of shares granted to each participant;
does not reflect the grant date fair value or actual economic value realized by the participant, which will vary depending on the timing of the
grant date fair value and also does not correspond to the actual economic value upon vesting of such awards. The number of shares subject
to each award was determined using a 30-day calendar average at the time of grant.
(2)Mr. Padgett joined the Company in March 2025. As a result, his equity award represents a new hire equity award.
(3)Ms. Pinczuk joined the Company in September 2025. As a result, her equity award represents a new hire equity award.
(4)Ms. Larson transitioned from her role as Chief Financial Officer in January 2026 and was not eligible to receive the fiscal 2026 PSU award
and the unvested portions of the fiscal 2026 RSU award.
(5)Mr. Smith transitioned from his role as President, Product, Technology and Operations in September 2025 and was not eligible to receive
the fiscal 2026 PSU award and the unvested portions of the fiscal 2026 RSU award.
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Fiscal 2026 Performance-Based Equity
In fiscal 2026, the total target value of performance-based equity awards made up 40% of the total value of
equity awards, except in the case of Mr. Conder who had a split of three-quarters RSUs and one-quarter PSUs.
Our Compensation Committee’s decision to generally increase the PSU weighting from 25% (in fiscal 2025) to
40% (in fiscal 2026) reflects its commitment to strengthening the alignment between executive pay and company
performance. This shift places greater emphasis on achieving rigorous financial performance goals, and ensures that
a meaningful portion of each named executive officer's compensation opportunity is tied directly to the metrics that
our Compensation Committee believes are most important to driving long-term stockholder value.
PSUs are intended to further link executive pay with key corporate objectives. PSUs granted in fiscal 2026 had
multiple one-year performance periods measured over four years; thus, such PSUs are eligible to vest upon
certification of performance criteria in 4 equal vesting tranches during each of fiscal 2026 to 2029. Each named
executive officer has the opportunity to earn between 0% and 225% of their target PSUs based on the achievement
against Annual Recurring Revenue (“ARR”), Revenue, and Non-GAAP Operating Margin for each of fiscal 2026,
2027, 2028 and 2029. These metrics were selected to reflect the key indicators of top and bottom line performance
for the Company. Achievement below threshold performance would result in no PSU vesting with respect to that
performance period; achievement at or above the maximum level would result in vesting of 225% of the target
number of PSUs eligible for vesting. One-fourth of a named executive officer’s fiscal 2026 PSUs may be earned
over each one-year period. At the beginning of each fiscal year, our Compensation Committee sets the performance
targets for such fiscal year, typically not later than the final day of the first fiscal quarter during the applicable fiscal
year. After the conclusion of the fiscal year, our Compensation Committee certifies achieved performance for that
fiscal year.
If we are subject to a Corporate Transaction (as defined in the PSU award agreements) prior to any applicable
certification date for the fiscal 2026 PSUs, then each PSU for which the results of the applicable performance
criteria have not yet been certified shall be deemed to have been achieved at 100% of target and shall become
subject to time-based vesting through April 30 of the calendar year in which the applicable performance period for
such PSUs would otherwise have ended. Further, following such conversion to time-based vesting, the PSUs shall
be subject to the treatment of equity described in any applicable Change in Control and Severance Agreement (as
described in the section titled “—Potential Payments upon Termination or Change of Control”) and the definitive
agreements governing such Corporate Transaction.
In structuring our PSUs, our Compensation Committee considered the difficulties involved in establishing long-
term performance goals. Our Compensation Committee also carefully considered the implications of using one-year
performance periods (as opposed to a single four-year period) and determined that the current approach was
appropriate and supported by our peer group practice, and further, it ensures that the performance metrics are
appropriately challenging. Our Compensation Committee currently believes using revenue and non-GAAP operating
margin in each of the cash and equity incentive programs is appropriate in order to focus management on what it
believes are the most important metrics for growth.
The chart below shows the applicable fiscal 2026 performance metrics and our achievement against them. Note
that maximum metrics for the PSU program are higher than those for the cash incentive program due to its higher
total payout potential (225% vs. 150%), allowing reward potential for achieving exceptional performance.
Metric | Weight | Fiscal 2026 Threshold | Fiscal 2026 Targets | Fiscal 2026 Maximum | Fiscal 2026 Results (2) | Resulting Fiscal 2026 Payout |
ARR .................................. | 37.5% | $1,039.0M | $1,154.0M | $1,443.0M | $1,110.3M | 81% |
Revenue ............................. | 37.5% | $925.0M | $1,028.0M | $1,285.0M | $999.4M | 86% |
Non-GAAP Operating Margin(1) ............................ | 25.0% | —% | 5.0% | 17.5% | 6.0% | 110% |
Total .................................. | 90% |
(1)We define non-GAAP Operating Margin as its respective GAAP measure, excluding stock-based compensation expense, employer payroll
tax on employee stock transactions, amortization of acquired intangible assets, acquisition related compensation costs and restructuring
charges.
(2)Fiscal 2026 results presented herein are adjusted for the impact of foreign exchange and mergers and acquisitions activity during the year.
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Based on the performance metrics, PSUs for fiscal 2026 resulted in the vesting of approximately 90% of the
target shares underlying the tranche for fiscal 2026. This reflects the over-performance against our operating margin
target, delivering meaningful progress on our profitability journey, offset by ARR and revenue being below target.
Fiscal 2025 Performance-Based Equity
The fiscal 2025 performance-based equity awards have a four-year performance period spanning the company’s
fiscal years 2025, 2026, 2027 and 2028. Each named executive officer has the opportunity to earn between 0% and
225% of their target PSUs based on the achievement against ARR, Revenue and Non-GAAP Operating Margin for
each fiscal year during the performance period. Achievement below threshold performance would result in no PSU
vesting with respect to that performance period; achievement at or above the maximum level would result in vesting
of 225% of the target number of PSUs eligible for vesting. One-fourth of a named executive officer’s fiscal 2025
PSUs may be earned over each one-year period. At the beginning of each fiscal year, our Compensation Committee
sets the performance targets for such fiscal year, typically not later than the final day of the first fiscal quarter during
the applicable fiscal year. After the conclusion of the fiscal year, our Compensation Committee certifies achieved
performance for that fiscal year. The performance measures for fiscal 2026 for the fiscal 2025 performance-based
equity awards are aligned with the design of the fiscal 2026 performance-based equity awards as discussed above.
The financial performance measures for the fiscal 2026 tranche were ARR, Revenue and Non-GAAP Operating
Margin and had a resulting payout of approximately 90%. The treatment of the fiscal 2025 performance-based
equity awards on a Corporate Transaction is the same as applies to the fiscal 2026 performance-based equity awards
(as described above).
Policies and Practices Related to the Grant of Certain Equity Awards
and generally make awards on predetermined dates to ensure that awards are not timed to take advantage of material
beginning four business days before the filing or furnishing of a Quarterly Report on Form 10-Q, Annual Report on
Form 10-K, or Current Report on Form 8-K that disclosed material non-public information, and ending one business
day after the filing or furnishing of such reports.
Perquisites and Other Personal Benefits
Other than as noted below with respect to Mr. Weingarten’s security program, we do not regularly provide
significant perquisites or other personal benefits to our named executive officers that are different from those
generally made available to our employees or integral to their role. However, we may elect to provide such benefits
in the future in situations where we believe it is appropriate to assist an individual in the performance of his or her
duties, to make him or her more efficient and effective, or for recruitment and retention purposes.
Security Program
We incur certain costs related to Mr. Weingarten’s personal security, including the provision of security
personnel, his use of Company-chartered private aircraft and ground transportation, and the installation and
necessary maintenance of security measures in and around Mr. Weingarten’s residences. The Company’s security
team determined that due to the conflicts in the Middle East, there were heightened risks to our CEO. Further, given
that we are a cybersecurity company, we believe that our CEO faces elevated risks compared to executives in other
industries. We view the security program for Mr. Weingarten as an integral part of our risk management program
and as a necessary and appropriate business expense. However, because certain of the security protocols may be
viewed as conveying a personal benefit under applicable SEC disclosure rules, we have reported the aggregate
incremental costs of such measures in the “All Other Compensation” column of the Summary Compensation Table
in the section titled “—Executive Compensation Tables—2026 Summary Compensation Table.”
Employee Benefits
We provide health, dental, vision, life, and disability insurance benefits to our named executive officers, on the
same terms and conditions as provided to all other eligible U.S. employees.
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We also sponsor a broad-based 401(k) plan intended to provide eligible U.S. employees with an opportunity to
defer eligible compensation up to certain annual limits. We also match contributions up to 3% of salary for eligible
U.S. employees, with a cap of $2,500. Our named executive officers are eligible to participate in our employee
benefit plans, including our 401(k) plan, on the same basis as our other employees.
Executive Stock Ownership Guidelines
In March 2024, our Board established Stock Ownership Guidelines for our executive officers. Our Stock
Ownership Guidelines are designed to encourage long-term stock ownership and more closely link the interests of
our executives with those of our stockholders. Our Stock Ownership Guidelines provide that our executive officers
should generally own common shares equal in value to (i) six times the annual base salary for our Chief Executive
Officer and (ii) three times the respective annual base salary for our executive officers, other than the CEO.
Compliance with our Stock Ownership Guidelines is required within five years of its adoption or when an individual
becomes subject to the guidelines. Shares subject to unexercised options, whether or not vested, and unvested PSUs
will not be counted for purposes of satisfying these guidelines. If a covered person has not met the stock ownership
requirement by the applicable compliance deadline, then such person will be required to retain at least 50% of the
total number of shares acquired by such person following the grant, exercise, or settlement of any equity award, as
applicable. As of March 2026, all persons covered by our Stock Ownership Guidelines have either met the
applicable stock ownership requirement or were on track to comply with our Stock Ownership Guidelines by the
compliance deadline.
Employment Offer Letters and Severance and Change in Control Benefits
We have entered into executive offer letters with each of our named executive officers that set forth the terms of
their employment, including initial base salaries and eligibility to earn a discretionary bonus, as well as standard
confidential information and invention assignment agreements. Each of our named executive officers is employed
“at will.” These arrangements are further described under the section below titled “—Executive Offer Letters.”
Our named executive officers are entitled to certain severance and change in control benefits under the terms of
severance and change in control agreements. Upon a qualifying termination outside of the change in control period,
certain of our named executive officers are entitled to receive six to 12 months of base salary, Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) payments for the same number of months,
and, solely as to our CEO in the event of a termination without “cause,” vesting accelerating of his outstanding
equity awards (excluding any performance-based equity awards) as if he had completed an additional six months of
continuing service. Upon a qualifying termination during the period beginning three months prior to and ending 12
months following a change in control, certain of our named executive officers are entitled to receive 12 to 18 months
of base salary, COBRA payments for the same number of months, and full acceleration of then-outstanding but
unvested equity awards, except that awards subject to performance criteria would accelerate if, and only to the
extent, set forth in the applicable award agreement. Note, however, that any equity awards granted prior to March
24, 2021 remain subject to their original vesting acceleration provisions. These arrangements are further described
under the section below titled “—Potential Payments Upon Termination or Change in Control.”
Other Compensation PoliciesInsider Trading Policies and Procedures
securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed
to promote compliance with insider trading laws, rules and regulations and the listing standards of NYSE (our
“Insider Trading Policy”). A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report.
Hedging, Derivative Securities Transactions, Short Selling, and Pledging
Under our Insider Trading Policy, our employees (including our executive officers) and the non-employee
members of our Board are prohibited from engaging in hedging or monetization transactions involving our
securities, such as zero-cost collars and forward sale contracts, and may not contribute our securities to exchange
funds in a manner that could be interpreted as having the effect of hedging in our securities. Further, our employees
(including our executive officers) and the non-employee members of our Board are prohibited from engaging in
transactions involving options or other derivative securities on our securities, such as puts and calls, whether on an
44
exchange or in any other market and from engaging in short sales of our securities, including short sales “against the
box.”
Also, under our Insider Trading Policy, our employees (including our executive officers) and the non-employee
members of our Board are prohibited from using or pledging our securities as collateral in a margin account or as
collateral for a loan unless the pledge has been approved by the designated compliance administrator pursuant to the
Insider Trading Policy.
Exchange Act Rule 10b5-1 Plans
In accordance with our Insider Trading Policy, our Section 16 officers may not trade in our securities except
pursuant to written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell
shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to
parameters established by the executive officer or non-employee director when entering into the plan, without
further direction from them. The executive officer or non-employee director may amend or terminate the plan in
specified circumstances.
Compensation Recovery Policy
Our Board determined that it is in our best interests to ensure that all performance-based cash compensation and
equity awards reflect actual performance. Consistent with such determination, our Board has adopted a
Compensation Recovery Policy in accordance with Rule 10D-1 of the Exchange Act and NYSE listing standards
(“Clawback Policy”).
Our Clawback Policy is administered by our Compensation Committee and enables us to recover certain
incentive-based compensation from specified current and former executives in the event of an accounting
restatement resulting from material noncompliance with any financial reporting requirements under the federal
securities laws. Our Clawback Policy covers current and former executive officers, including all officers for
purposes of Section 16 of the Exchange Act and applies to their incentive-based cash compensation, that is granted,
earned or vested based wholly or in part on the attainment of any company financial reporting measure.
If we are required to prepare an accounting restatement due to material noncompliance with any financial
reporting requirement under the securities laws, including any required accounting restatement to correct an error in
previously issued financial statements that is material to the previously issued financial statements, or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period, our Compensation Committee shall require any executive officer covered by our Clawback Policy to
reimburse or forfeit to us the amount of incentive-based compensation received by such executive officer based on
the financial statements prior to the restatement that exceeds the amount such executive officer would have received
had the incentive-based compensation been determined based on the financial restatement. Our Compensation
Committee will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Clawback
Policy to recoup the amount described above. In addition, if our Compensation Committee determines that the
executive officer engaged in any fraud or intentional misconduct that materially contributes to or causes economic
loss to the company, this may be independently considered a triggering event for clawing back incentive
compensation, and we will use reasonable efforts to recover from such executive officer up to 100% of the
incentive-based compensation received by such executive officer.
Vesting Acceleration Upon Death or Disability
Our Vesting Acceleration Due to Death or Disability Policy (“Death or Disability Policy”) provides for vesting
acceleration of certain outstanding time-based equity awards (other than awards pursuant to our employee stock
purchase plan) including outstanding equity awards and/or equity plans assumed by us in connection with
acquisitions or strategic transactions (but excluding any equity awards that are revested in connection with any such
transactions) held by our current employees (and the current employees of our subsidiaries) in the event that any
covered employee dies or becomes “disabled” (as defined in our Death or Disability Policy). In the event of the
death or disability of any covered employees, any covered awards will accelerate and vest as if the applicable
covered employee had remained in service for an additional 12-months, subject, in the case of disability, to the
employee furnishing satisfactory documentation of such disability.
Tax and Accounting Considerations
45
Our Compensation Committee takes the applicable tax and accounting requirements into consideration in
designing and overseeing our executive compensation program.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code disallows public companies a tax deduction for federal income tax
purposes for remuneration in excess of $1 million paid to certain current and former executive officers who are
“covered employees.”
While our Compensation Committee considers the deductibility of awards as one factor in determining
executive compensation, our Compensation Committee also looks at other factors in making its decisions, as noted
above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our
executive compensation program even if the awards are not deductible by us for tax purposes.
Accounting for Stock-Based Compensation
Our Compensation Committee considers accounting implications when designing compensation plans and
arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard which
governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to
record a compensation expense in our income statement for all equity awards granted to our executive officers and
other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most
cases, will be recognized on a straight-line basis over the award’s requisite service period (which, generally, will
correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables
below, even though recipients may never realize any value from their equity awards.
Gross-Ups
We have no obligation to provide, any executive officer, including any named executive officer, with a “gross-
up” or other reimbursement payment for any tax liability that he or she might owe because of the application of
Section 280G, 4999, or 409A of the Internal Revenue Code.
Compensation Risk Oversight
Our Compensation Committee is responsible for establishing our compensation philosophy and objectives,
determining the structure, components and other elements of our programs, and reviewing and approving the
compensation of our named executive officers. In consultation with management and Aon, our Compensation
Committee assessed our compensation plans, policies and practices for our named executive officers. We do not
believe that our executive compensation program creates risks that are reasonably likely to have a material adverse
effect on us.
Compensation Committee Report
This report of the Compensation Committee is required by the SEC and, in accordance with the SEC’s rules,
will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as amended, which we refer to as the
Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by
reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the
Exchange Act.
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required
by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation
Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy
Statement.
The Compensation Committee
Mark S. Peek (Chair)
Daniel Scheinman
Teddie Wardi
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Executive Compensation Tables
2026 Summary Compensation Table
The following table provides information concerning the total compensation of our named executive officers for
services rendered to us in all capacities during fiscal 2026, fiscal 2025, and fiscal 2024, as applicable. Our named
executive officers are entitled to the same health and welfare benefits that are generally applicable to our other
employees.
Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | |||||||
Tomer Weingarten Co-Founder, President, CEO, and Chairman of our Board ............................................................ | 2026 | 700,000 | 14,564,676 | 840,000 | 829,883 | (4) | 16,934,559 | ||||||
2025 | 700,000 | 16,556,346 | 962,500 | 746,620 | 18,965,466 | ||||||||
2024 | 600,000 | 15,054,808 | 660,000 | 229,280 | 16,544,088 | ||||||||
Barry Padgett President and Chief Operating Officer (Former Interim Chief Financial Officer)(5) ........ | 2026 | 500,000 | 12,490,975 | 403,726 | 7,375 | 13,402,076 | |||||||
Ana Pinczuk President, Product and Technology (6) ................ | 2026 | 575,000 | 9,867,259 | 136,563 | 278,140 | (7) | 10,856,962 | ||||||
Keenan Conder Chief Legal Officer and Corporate Secretary .... | 2026 | 475,000 | 3,608,565 | 271,272 | 2,500 | 4,357,337 | |||||||
2025 | 450,000 | 3,812,055 | 297,000 | 6,077 | 4,565,132 | ||||||||
2024 | 425,000 | 4,704,672 | 280,500 | 2,500 | 5,412,672 | ||||||||
Barbara Larson Former Chief Financial Officer(8) ....................... | 2026 | 527,000 | 3,278,848 | — | 2,500 | 3,808,348 | |||||||
2025 | 204,213 | 11,271,975 | 158,546 | 26,041 | 11,660,775 | ||||||||
Richard Smith, Jr. Former President, Product, Technology, and Operations(9) ........................................................ | 2026 | 575,000 | 11,691,973 | — | 2,500 | 12,269,473 | |||||||
2025 | 550,000 | 8,713,875 | 423,500 | 1,688 | 9,689,063 | ||||||||
2024 | 450,000 | 10,753,441 | 297,000 | 1,688 | 11,502,129 | ||||||||
(1)The amounts reported in these columns represent the grant date fair value of the PSUs and RSUs, as applicable, granted to our named
executive officers during fiscal 2026, fiscal 2025, and fiscal 2024 as computed in accordance with ASC 718. Note that the amounts
reported in these columns reflect the accounting cost for these PSUs and RSUs and do not correspond to the actual economic value that may
be received by our named executive officers from the RSUs and PSUs.
(2)Includes executive PSUs granted during fiscal 2026, fiscal 2025 and fiscal 2024. See the below section titled “—2026 Grants of Plan-Based
Awards Table” for more information on the value of the PSUs included for each executive. The grant date fair values for the PSU grants are
based upon the probable outcome of the performance conditions associated with these PSU awards as of the grant date as computed in
accordance with ASC 718. For fiscal 2026, assuming the maximum performance level, the grant date fair value of the PSU awards would
have been $6,144,980.56 for Mr. Weingarten; $4,014,945.23 for Mr. Padgett; $3,171,608.10 for Ms. Pinczuk; $987,458.45 for Mr. Conder;
$2,305,906.58 for Ms. Larson; and $3,485,064.69 for Mr. Smith. These PSU awards are more fully described in the section titled “—
Compensation Discussion and Analysis—Fiscal 2026 Performance-Based Equity.” Because the performance criteria for subsequent fiscal
years have not yet been determined, the value of the PSUs eligible to vest in such subsequent fiscal years is not yet determinable and is not
included in this table. We will include the values of PSUs eligible to vest in subsequent fiscal years following determination of the
applicable performance criteria.
(3)For each of the named executive officers, the amounts reported reflect the cash incentive payments received by such named executive
officers under our annual cash incentive plan based on achievement of predetermined performance goals and individual achievement with
respect to fiscal year performance, respectively.
(4)For fiscal 2026, the amount consists the following incremental expenses: (i) $803,145 for the provision of personal security services for Mr.
Weingarten and his family at his family’s residences and during personal travel pursuant to Mr. Weingarten’s overall security program,
(ii) $4,200 for the cell phone and internet perquisite, in addition to the cell phone and internet perquisites generally available to company
employees, (iii) $11,471 for the costs associated with Mr. Weingarten’s spouse attending the Company’s annual President’s Club retreat,
during which all attendees are encouraged to bring their spouses, and (iv) $11,067 for tax gross-up related to Mr. Weingarten’s spouse’s
attendance to the annual President’s Club retreat. On occasion, guests of Mr. Weingarten, including other company personnel, also
accompanied him on business travel, for which there was de minimis incremental cost to the Company. For more information regarding Mr.
Weingarten’s overall security program, see the section titled “—Compensation Discussion and Analysis—Perquisites and Other Personal
Benefits.”
(5)Mr. Padgett was appointed as our interim Chief Financial Officer from January 2026 to March 2026, and was appointed as our President
and Chief Operating Officer as of March 24, 2026. He joined us in March 2025 as our Chief Growth Officer and served in this position until
March 2026.
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(6)The amounts reflected in the table include her compensation earned as a named executive officer as well as for her services as a non-
employee director. Ms. Pinczuk was appointed as our President, Product and Technology as of September 25, 2025, and as of such date, she
is no longer eligible for compensation under our Outside Director Compensation Policy.
(7)Ms. Pinczuk received $278,140 for her service as director, $56,000 of which was in fees earned or paid in cash and $222,140 of which was
in stock awards.. See the section titled “Non-Employee Outside Director Compensation Table” for more details.
(8)As of January 15, 2026, Ms. Larson transitioned from her role as our Chief Financial Officer and was no longer considered an executive
officer of the Company.
(9)As of September 30, 2025, Mr. Smith transitioned from his role as our President, Product, Technology and Operations and was no longer
considered an executive officer of the Company.
Fiscal 2022 Performance Award
In March 2021, our Board, with participation by every independent member of our Board, granted a
performance stock option award to Mr. Weingarten (the “Performance Award”). The Performance Award is
comprised of a 10-year term option to purchase 1,304,605 shares of our Class B common stock. The Performance
Award has an exercise price of $9.74 per share, which our Board determined was equal to the fair market value of
our common stock on the date of the grant.
The Performance Award vests 100% upon the earlier of (a) our achieving a market capitalization (as reported in
the Wall Street Journal) of not less than $20 billion over not less than 90 consecutive trading days, or (b) a “change
of control” as defined in the 2013 Plan, in which our equity holders receive proceeds of no less than $20 billion at
closing (collectively, the “Milestone Events”), in each case, subject to the recipient remaining continuously
employed as our Chief Executive Officer at all times from the date of grant through the applicable Milestone Event.
For the avoidance of doubt, in the event of a “change of control” in which equity holders receive proceeds of
less than $20 billion at closing or if we achieve a market capitalization of less than $20 billion, the Performance
Award shall remain outstanding and eligible to vest.
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2026 Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made for fiscal 2026, for each of
our named executive officers under any compensation plan. This information supplements the information about
these awards set forth in the 2026 Summary Compensation Table.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Share Awards ($)(1) | |||||||||||||||||||
Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maxi- mum ($) | Threshold (#) | Target (#) | Maxi- mum (#) | Plan | |||||||||||||
Tomer Weingarten | Cash Incentive | — | 437,500 | 875,000 | 1,312,500 | — | — | — | — | — | — | |||||||||||
PSU | 4/15/2025(2) | — | — | — | 56,772 | 113,544 | 255,474 | 113,544 | 1,972,259 | 2021 | ||||||||||||
PSU | 4/15/2025(2) | 21,843 | 43,687 | 98,296 | 43,687 | 758,843 | 2021 | |||||||||||||||
RSU | 4/15/2025(3) | — | — | — | — | 681,265 | 11,833,573 | 2021 | ||||||||||||||
Barry Padgett(4) .... | Cash Incentive | — | 250,000 | 500,000 | 750,000 | — | — | — | — | — | — | |||||||||||
PSU | 4/15/2024 | — | — | — | 51,365 | 102,730 | 231,143 | 102,730 | 1,784,420 | 2021 | ||||||||||||
RSU | 4/15/2025(3) | — | — | — | — | — | — | 616,382 | 10,706,555 | 2021 | ||||||||||||
Ana Pinczuk(5) ... | Cash Incentive | — | 201,250 | 402,500 | 603,750 | — | — | — | — | — | — | |||||||||||
PSU | 10/15/2025(2) | — | — | — | 41,828 | 334,625 | 188,226 | 83,656 | 1,409,604 | 2021 | ||||||||||||
RSU | 10/15/2025(3) | — | — | — | — | — | — | 501,938 | 8,457,655 | 2021 | ||||||||||||
Keenan Conder ....... | Cash Incentive | — | 141,288 | 282,575 | 423,863 | — | — | — | — | — | — | |||||||||||
PSU | 4/15/2025(2) | — | — | — | 7,603 | 15,206 | 34,214 | 15,206 | 264,128 | 2021 | ||||||||||||
PSU | 4/15/2025(2) | 5,030 | 10,060 | 22,635 | 10,060 | 174,742 | 2021 | |||||||||||||||
RSU | 4/15/2025(3) | — | — | — | — | — | — | 182,481 | 3,169,695 | 2021 | ||||||||||||
Barbara Larson(6) ... | Cash Incentive | — | 184,450 | 368,900 | 553,350 | — | — | — | — | — | ||||||||||||
PSU | 4/15/2025(2) | — | — | — | 18,687 | 37,374 | 84,092 | 37,374 | 649,186 | 2021 | ||||||||||||
PSU | 4/15/2025(2) | 10,813.00 | 21,627 | 48,661 | 21,627 | 375,661 | 2021 | |||||||||||||||
RSU | 4/15/2025(3) | — | — | — | — | — | — | 129,764 | 2,254,001 | 2021 | ||||||||||||
Richard Smith, Jr.(7) . | Cash Incentive | — | 199,836 | 399,671 | 599,507 | — | — | — | — | — | — | |||||||||||
PSU | 4/15/2025(2) | 11,496 | 22,993 | 51,734 | 22,993 | 399,388 | 2021 | |||||||||||||||
PSU | 4/15/2025(2) | — | — | — | 33,089 | 66,179 | 148,903 | 66,179 | 1,149,529 | 2021 | ||||||||||||
RSU | 4/15/2025(3) | — | — | — | — | — | — | 583,941 | 10,143,055 | 2021 | ||||||||||||
(1)The amounts reported in this column represent the grant date fair value of the RSUs and PSUs granted to our named executive officers
during fiscal 2026 as computed in accordance with ASC 718. Note that the amounts reported in this column reflect the accounting cost for
these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from such
RSUs and such PSUs.
(2)The PSUs are subject to performance-based vesting conditions and are scheduled to vest on the certification of achieving corporate
milestones, in each case provided the named executive officer remains employed with the Company through the certification of such
performance conditions.
(3)The RSUs vest over a four-year period, with 1/16th of the RSUs vesting quarterly, in each case provided the named executive officer
remains employed with the Company though each vesting date.
(4)Mr. Padgett served as our interim Chief Financial Officer from January 2026 to March 2026.
(5)Ms. Pinczuk was appointed as our President, Product and Technology in September 2025. See the section titled “Non-Employee Outside
Director Compensation Table” for grants provided to her in her capacity as a non-employee director.
(6)As of January 15, 2026, Ms. Larson transitioned from her role as our Chief Financial Officer and was no longer considered an executive
officer of the Company.
(7)As of September 30, 2025, Mr. Smith transitioned from his role as our President, Product, Technology and Operations and was no longer
considered an executive officer of the Company.
49
Outstanding Equity Awards at Fiscal Year-End Table
The following table presents information concerning all outstanding equity awards held by each of our named
executive officers as of January 31, 2026. Ms. Larson and Mr. Smith were no longer providing services to the
Company as of January 15, 2026 and September 30, 2025, respectively, and thus, did not have any outstanding
equity awards as of January 31, 2026.
Option Awards(1) | Stock Awards(1) | |||||||||||||||||||
Name | Grant Date | Number of Securities Underlyin g Unexercise d Options (#) Exercisabl e | Number of Securitie s Underlyi ng Unexerci sed Options (#) Unexerci sable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercise d Unearned Options (#) | Opti on Exer cise Pric e ($) | Option Expiratio n Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested(2) ($) | Equity Incentiv e Plan Awards: Number of Unearne d Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearne d Shares, Units or Other Rights That Have Not Vested (2) ($) | ||||||||||
Tomer Weingarten | 3/24/2021(4) | 1,304,605 | 9.74 | 3/23/2031 | — | — | — | — | ||||||||||||
3/24/2021(3) | 3,233,013 | 173,907 | — | 9.74 | 3/24/2031 | — | — | — | — | |||||||||||
3/17/2022(5) | — | — | — | — | — | 19,956 | 278,985 | — | — | |||||||||||
2/15/2023(6) | — | — | — | — | — | 216,571 | 3,027,663 | — | — | |||||||||||
2/15/2024(7) | — | — | — | — | — | 292,337 | 4,086,871 | — | — | |||||||||||
3/15/2024(8) | — | — | — | — | — | 43,687 | 610,744 | |||||||||||||
4/15/2025(9) | — | — | — | — | 113,544 | 1,587,345 | ||||||||||||||
4/15/2025(10) | — | — | — | — | — | 596,107 | 8,333,576 | — | — | |||||||||||
Barry Padgett ....... | 4/15/2025(9) | — | — | — | — | — | 102,730 | 1,436,165 | ||||||||||||
4/15/2025(10) | — | — | — | — | — | 500,811 | 7,001,338 | — | — | |||||||||||
Ana Pinczuk ...... | 10/15/2025(9) | — | — | — | — | — | 83,656 | 1,169,511 | ||||||||||||
10/15/2025(11) | — | — | — | — | — | 470,567 | 6,578,527 | — | — | |||||||||||
Keenan Conder ....... | 3/17/2022(5) | — | — | — | — | — | 3,326 | 46,497 | — | — | ||||||||||
2/15/2023(6) | — | — | — | — | — | 67,680 | 946,166 | — | — | |||||||||||
2/15/2024(7) | — | — | — | — | — | 67,310 | 940,994 | — | — | |||||||||||
3/15/2024(8) | — | — | — | — | — | 10,060 | 140,639 | |||||||||||||
4/15/2025(9) | — | — | — | — | — | 15,206 | 212,580 | |||||||||||||
4/15/2025(10) | — | — | — | — | — | 159,671 | 2,232,201 | — | ||||||||||||
(1)Each stock option was granted pursuant to our 2013 Equity Incentive Plan (“2013 Plan”), except otherwise noted below. Each RSU was
awarded pursuant to our 2021 Plan.
(2)The market value of the awards were calculated by multiplying the number of shares underlying the awards by $13.98, which was the
closing price of a share of our Class A common stock as of January 31, 2026.
(3)This stock option vests monthly over 60-months in equal installments starting on March 24, 2021, subject to continued service through the
applicable vesting date. For additional information as to acceleration upon a change in control, see the section titled “—Potential Payments
upon Termination or Change of Control.”
(4)Includes Performance Awards that are subject to performance-based vesting conditions and are scheduled to vest on the achievement of
various corporate milestones, subject to the named executive officer’s continued service with us through the certification of such
performance conditions. For additional information, see the section titled “—Fiscal 2022 Performance Award.”
(5)1/16th of the RSUs subject to the award vested on May 5, 2022 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject
to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control, see the
section titled “—Potential Payments upon Termination or Change of Control.”
(6)1/16th of the RSUs subject to the award vested on June 5, 2023 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject
to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control, see the
section titled “—Potential Payments upon Termination or Change of Control.”
50
(7)1/16th of the RSUs subject to the award vested on June 5, 2024 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject
to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control, see the
section titled “—Potential Payments upon Termination or Change of Control.”
(8)Includes performance RSUs that are subject to performance-based vesting conditions which are scheduled to vest on the achievement of
various corporate milestones, subject to the named executive officer’s continued service with us through the certification of such
performance conditions. For additional information, see the section titled “—Compensation Discussion and Analysis—Fiscal 2025
Performance-Based Equity.”
(9)Includes performance RSUs that are subject to performance-based vesting conditions which are scheduled to vest on the achievement of
various corporate milestones, subject to the named executive officer’s continued service with us through the certification of such
performance conditions. For additional information, see the section titled “—Compensation Discussion and Analysis—Fiscal 2026
Performance-Based Equity.”
(10)1/16th of the RSUs subject to the award vested on August 5, 2025 and an additional 1/16th of the RSUs shall vest quarterly thereafter,
subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control, see
the section titled “—Potential Payments upon Termination or Change of Control.”
(11)1/16th of the RSUs subject to the award vested on January 5, 2026 and an additional 1/16th of the RSUs shall vest quarterly thereafter,
subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control, see
the section titled “—Potential Payments upon Termination or Change of Control.”
2026 Stock Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, information in connection with the
exercise of stock options during fiscal 2026 and the vesting of stock awards during fiscal 2026.
Option Awards | Stock Awards | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | |
Tomer Weingarten ........................... | 575,525 | 6,348,685 | 508,969 | 9,186,528 | |
Barry Padgett ................................... | — | — | 115,571 | 1,972,796 | |
Ana Pinczuk ..................................... | — | — | 31,371 | 464,605 | |
Keenan Conder ................................ | — | — | 150,695 | 2,727,508 | |
Barbara Larson ................................. | — | — | 196,324 | 3,457,747 | |
Richard Smith, Jr. ............................ | 14,584 | 162,174 | 208,854 | 3,946,844 | |
(1)These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or
approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each
share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon
certain transfers of such shares.
(2)The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares
of our Class A common stock (which for any stock option with respect to Class B common stock is assumed to be equal to our Class A
common stock as described in footnote (1) above) on the date of exercise and the aggregate exercise price of the stock option.
(3)The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A
common stock on the date of settlement.
Executive Offer Letters
We have entered into offer letters with each of our named executive officers setting forth the terms and
conditions of employment for each of our named executive officers.
Tomer Weingarten
In May 2021, we entered into a confirmatory offer letter with Mr. Weingarten. The letter agreement does not
have a specific term and provides that Mr. Weingarten is an at-will employee. Mr. Weingarten is eligible to receive
variable cash incentive compensation in accordance with our cash incentive policies and at the sole discretion of our
Board. As of January 31, 2026, Mr. Weingarten’s annual base salary was $700,000 and his target annual cash
incentive was $875,000.
51
Sonalee Parekh
In March 2026, we entered into an offer letter with Ms. Parekh. The letter agreement does not have a specific
term and provides that Ms. Parekh is an at-will employee. Pursuant to the offer letter, Ms. Parekh has (i) an annual
base salary of $600,000 and (ii) a target annual cash incentive opportunity of 70% of her annual base salary. In
addition, Ms. Parekh received a sign-on bonus of $300,000.
Moreover, pursuant to the letter agreement, Ms. Parekh received a new hire RSU and PSU award with an
aggregate target value of $18.0 million (the “Parekh Aggregate Equity Value”), where the RSU portion of the award
is 75% of the Parekh Aggregate Equity Value and the PSU portion of the award is the remaining 25%.
Barry Padgett
In March 2025, we entered into an offer letter with Mr. Padgett. The letter agreement does not have a specific
term and provides that Mr. Padgett is an at-will employee. Pursuant to the offer letter, Mr. Padgett had (i) an annual
base salary of $500,000 and (ii) a target annual cash incentive opportunity of 100% of his annual base salary.
Moreover, pursuant to the letter agreement, Mr. Padgett received an RSU and PSU award with an aggregate target
value of $19 million (the “Aggregate Equity Value”), where the RSU portion of the award is 60% of the Aggregate
Equity Value and the PSU portion of the award is the remaining 40%.
In March 2026, Mr. Padgett was appointed President and Chief Operating Officer. In connection with his
appointment, effective April 1, 2026, our Compensation Committee approved the following updated compensation
terms for Mr. Padgett: (i) an annual base salary of $600,000 and (ii) a target annual cash bonus opportunity of 100%
of his annual base salary and an RSU and PSU award with an aggregate value of $10.0 million (the “Padgett
Aggregate Equity Value”), where the RSU portion of the award is 50% of the Padgett Aggregate Equity Value and
the PSU portion of the award is the remaining 50%.
Ana Pinczuk
In September 2025, we entered into an offer letter with Ms. Pinczuk. The letter agreement does not have a
specific term and provides that Ms. Pinczuk is an at-will employee. Pursuant to the offer letter, Ms. Pinczuk had
(i) an annual base salary of $575,000 and (ii) a target annual cash incentive opportunity of 70% of her annual base
salary. Moreover, pursuant to the letter agreement, Ms. Pinczuk received an RSU and PSU award with an aggregate
target value of $15 million (the “Pinczuk Aggregate Equity Value”), where the RSU portion of the award is 60% of
the Pinczuk Aggregate Equity Value and the PSU portion of the award is the remaining 40%.
Keenan Conder
In June 2021, we entered into an offer letter with Mr. Conder, effective August 2021, when Mr. Conder
commenced his employment with us. The letter agreement does not have a specific term and provides that Mr.
Conder is an at-will employee. Mr. Conder is eligible to receive variable cash incentive compensation in accordance
with our cash incentive policies and at the sole discretion of our Board. As of January 31, 2026, Mr. Conder’s annual
base salary was $475,000 and his target annual cash incentive was $285,000.
Barbara Larson
In September 2024, we entered into an offer letter with Ms. Larson. The letter agreement did not have a specific
term and provided that Ms. Larson was an at-will employee. Ms. Larson was eligible to receive variable cash
incentive compensation in accordance with our cash incentive policies and at the sole discretion of our Board. The
offer letter provided that the Company would provide three months of temporary housing proximate to its
headquarters in Mountain View, CA, not to exceed $20,000 or as otherwise agreed by the Company.
Ms. Larson transitioned from her position as our Chief Financial Officer in January 2026. As of January 15,
2026, Ms. Larson had (i) an annual base salary of $527,000 and (ii) a target annual cash incentive $368,900.
52
Richard Smith, Jr.
In May 2021, we entered into a confirmatory offer letter with Mr. Smith. The letter agreement did not have a
specific term and provided that Mr. Smith is an at-will employee. Mr. Smith was eligible to receive variable cash
incentive compensation in accordance with our cash incentive policies and at the sole discretion of our Board.
Mr. Smith transitioned from his position as our President, Product, Technology and Operations in September
2025. As of September 30, 2025, Mr. Smith’s had (i) annual base salary was $575,000 and (ii) a target annual cash
incentive was $402,500.
Potential Payments upon Termination or Change of Control
We adopted arrangements for our named executive officers that provide for payments and benefits on
termination of employment or upon a termination in connection with a change of control.
Under these arrangements, in the event that any of our named executive officers, are terminated without “cause”
or resigns for “good reason” within three months before or twelve months following a “change of control” of the
Company, he or she will be entitled to: (i) an amount equal to twelve months (eighteen months for Mr. Weingarten)
of his or her base salary at the rate in effect immediately prior to such termination plus his or her then-current annual
target cash incentive opportunity, payable in a cash lump-sum and (ii) to the extent the named executive officer
timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the employer
portion of the participant’s premium payments for such continued coverage for a period ending on the earlier of (x)
twelve months following the termination date (eighteen months for Mr. Weingarten) and (y) the date that the named
executive officer becomes eligible for coverage under another employer’s plans. In addition, each of our named
executive officer’s outstanding equity awards, excluding awards that would otherwise vest contingent upon
remaining-unsatisfied performance criteria, will become vested and exercisable, as applicable, with respect to 100%
of the underlying shares. All such severance payments and benefits will be subject to each named executive officer’s
execution of a general release of claims against us.
Additionally, in the event that our named executive officers are terminated without “cause” or resign for “good
reason” outside of the period of three months before or twelve months after a “change of control,” he or she will be
entitled to (i) an amount equal to six months (twelve months for Mr. Weingarten) of his or her base salary at the rate
in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent the named
executive officer timely elects to receive continued coverage under our group-healthcare plans, we will continue to
pay the employer portion of the participant’s premium payments for such continued coverage for a period ending on
the earlier of (x) six months following the termination date (twelve months for Mr. Weingarten) and (y) the date that
the named executive officer becomes eligible for coverage under another employer’s plans. Finally, in the event that
Mr. Weingarten is terminated without “cause,” the vesting of each of his outstanding equity awards, excluding
awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria, shall accelerate as if
he had completed an additional six months of continuous service. All such severance payments and benefits will be
subject to each named executive officer’s execution of a general release of claims against us.
Outstanding equity awards granted to our named executive officers on or after March 24, 2021, are and will be
governed by the rules described above, whereas outstanding equity awards granted to our named executive officers,
prior to March 24, 2021, will remain subject to their original specific acceleration terms. For the avoidance of doubt,
the stock option awards, granted to Mr. Weingarten on March 24, 2021 will be governed by the rules described in
the preceding paragraphs.
Outstanding equity awards granted prior to March 24, 2021 to our named executive officers will therefore
become vested and exercisable, as applicable, with respect to 50% of the underlying shares in the event that (i) they
are terminated without “cause” or resign for “good reason” or (ii) in the event of a “change of control” of the
Company, and with respect to 100% of the underlying shares in the event that they are terminated without “cause” or
resigns for “good reason” within three months before or twelve months following a “change of control” of the
Company.
As to the fiscal year 2026 and fiscal year 2025 PSUs, if we are subject to a Corporate Transaction (as defined in
the applicable PSU award agreements) prior to any applicable certification date for the fiscal 2026 and fiscal 2025
PSUs, then each PSU for which the results of the applicable performance criteria have not yet been certified shall be
53
deemed to have been achieved at 100% of target and shall become subject to time-based vesting through April 30 of
the calendar year in which the applicable performance period for such PSUs would otherwise have ended. Further,
following such conversion to time-based vesting, the PSUs shall be eligible for vesting acceleration pursuant to the
terms described above and will otherwise be subject to the definitive agreements governing such Corporate
Transaction.
Potential Payments Upon Termination or Change of Control Table
The following table provides information concerning the estimated payments and benefits that would be
provided in the circumstances described above for each of our eligible named executive officers in accordance with
the arrangements described above in effect on January 31, 2026. Except where otherwise noted, payments and
benefits are estimated assuming that the triggering event took place on January 31, 2026, and the price per share of
our Class A common stock is the closing price on the NYSE as of January 30, 2026 ($13.98). There can be no
assurance that a triggering event would produce the same or similar results as those estimated below if such event
occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and
benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or
benefits, any actual payments and benefits may be different.
Named Executive Officer | Termination of Employment No Change-of-Control | Termination of Employment Change-of-Control | |||||||||||||
Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | ||||||||
Tomer Weingarten . | 700,000 | 38,482 | 4,326,088 | 5,064,570 | 1,925,000 | 57,723 | 16,464,460 | 18,447,183 | |||||||
Barry Padgett(1) ...... | 250,000 | 19,241 | — | 269,241 | 1,000,000 | 38,482 | 7,001,338 | 8,039,820 | |||||||
Ana Pinczuk(2) ........ | 287,500 | 6,155 | — | 293,655 | 977,500 | 12,310 | 6,578,527 | 7,568,337 | |||||||
Keenan Conder ....... | 237,500 | 19,241 | — | 256,741 | 760,000 | 38,482 | 4,165,858 | 4,964,340 | |||||||
Barbara Larson(3) .... | — | — | — | — | — | — | — | — | |||||||
Richard Smith Jr.(4) | — | — | — | — | — | — | — | — | |||||||
(1)Mr. Padgett was appointed as our interim Chief Financial Officer from January 2026 to March 2026.
(2)Ms. Pinczuk was appointed as our President, Product and Technology in September 2025.
(3)As of January 15, 2026, Ms. Larson transitioned from her role as our Chief Financial Officer and was no longer considered an executive
officer of the Company.
(4)As of September 30, 2025, Mr. Smith transitioned from his role as our President, Product, Technology and Operations and was no longer
considered an executive officer of the Company.
CEO Pay Ratio
Under Item 402(u) of Regulation S-K under the Securities Act and the rules adopted pursuant to the Dodd-
Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as
well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid
to Tomer Weingarten, our Chief Executive Officer (the “CEO Pay Ratio”).
Our median employee compensation in fiscal 2026 as calculated using Summary Compensation Table
requirements was $196,820. Our Chief Executive Officer’s compensation in fiscal 2026 as reported in the Summary
Compensation Table was $16,934,559 . Therefore, our CEO Pay Ratio for fiscal 2026 is approximately 86:1.
Methodology and Pay Ratio
We identified the median employee using our employee population on December 31, 2025 (including all
employees, whether employed on a full-time, part-time, seasonal or temporary basis, and excluding contractors and
other non-employee workers). Under the relevant rules, we are required to identify the median employee by use of a
“consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual
target total compensation of our employees. Specifically, we identified the median employee by aggregating, for
each employee as of December 31, 2025: (1) annual base pay, (2) annual target cash incentive opportunity, and (3)
54
the grant date fair value for equity awards granted in fiscal 2026. In identifying the median employee, we annualized
the compensation values of individuals that joined our Company during fiscal 2026. Compensation paid in foreign
currencies was converted to U.S. dollars based on the average of daily exchange rates over the full 2025 calendar
year. After applying our CACM methodology, we identified the median employee. Once the median employee was
identified, we calculated the median employee's annual total compensation in accordance with the requirements of
the Summary Compensation Table.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner
consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules
for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply
certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and
compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay
ratio reported above, as other companies have different employee populations and compensation practices and may
use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither our
Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making
compensation decisions.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item
402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our
principal executive officer, who is our CEO, and our other named executive officers (“Non-CEO NEOs”) and our
performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus
performance disclosure below in making its pay decisions for any of the years shown. For further information
concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and
reward performance, refer to the section titled “—Compensation Discussion and Analysis.” The information
contained in this “—Pay Versus Performance” section will not be incorporated into any of our filings under the
Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference
therein. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v)
of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive
officers; these amounts reflect the 2026 Summary Compensation Table total with certain adjustments as described in
the following table and footnotes.
Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||
Fiscal Year | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(4) ($) | Average Summary Actually Paid to Non-CEO NEOs(5) ($) | Total Stockholder Return(6) ($) | Peer Group Total Stockholder Return(7) ($) | Net Income (Loss)(8) ($ millions) | ARR(9) ($ millions) | ||||||||
2026 ....... | ( | ( | ||||||||||||||
2025 ....... | ( | ( | ||||||||||||||
2024 ........ | ( | |||||||||||||||
2023 ....... | ( | ( | ( | |||||||||||||
2022 ........ | ( | |||||||||||||||
(1) Mr. Weingarten our CEO, has served as our principal executive officer for the entirety of fiscal 2026, fiscal 2025, fiscal 2024, fiscal 2023, and
fiscal 2022. Our Non-CEO NEOs for fiscal 2026 were Ms. Pinczuk, Ms. Larson and Messrs. Padgett, Conder, and Smith; for fiscal 2025 were
Ms. Larson, Messrs. Smith and Conder, Narayanan Srivatsan, and David Bernhardt; for fiscal 2024 were Messrs. Bernhardt, Smith, Conder, and
Srivatsan; and for fiscal 2023, were Messrs. Bernhardt, Smith, Conder, and Srivatsan, and Nicholas Warner; and for fiscal 2022, Messrs. Smith
(2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year
for our CEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-
CEO NEOs.
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(3) Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Weingarten during the applicable
year. The amounts reported in this column for fiscal 2026 were calculated by making the following adjustments to amounts reported for
Mr. Weingarten in the “Summary Compensation Table” in the “Total” column, in accordance with Item 402(v) of Regulation S-K:
a.We deducted $14.6 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards.
b.We added $10.5 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of
the fiscal year.
c.We deducted $22.6 million representing the change in fair value of any awards granted in prior years that were outstanding and
unvested as of the end of the fiscal year.
d.We added $1.4 million representing the change in fair value of awards that were granted and vested in the same fiscal year.
e.We deducted $10.9 million representing the change in fair value for awards granted in prior years that vested in the fiscal year.
PSU awards granted in fiscal 2024 failed to meet vesting conditions as of January 31, 2024 and therefore are not included in the table above. No
dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions.
(4) Represents, for each applicable year, the average of the amounts reported in the “Summary Compensation Table” in the “Total” column for
the Non-CEO NEOs as a group. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as
follows: for fiscal 2026, Ms. Pinczuk, Ms. Larson and Messrs. Padgett, Conder and Smith; for fiscal 2025 Messrs. Bernhardt, Conder, Smith, and
Srivatsan and Ms. Larson; for fiscal 2024, Messrs. Bernhardt, Conder, Smith, and Srivatsan; for fiscal 2023, Messrs. Bernhardt, Conder, Smith,
Srivatsan, and Warner; and for fiscal 2022, Messrs. Smith and Conder. Mr. Warner received a lump sum severance payment of $225,000 in fiscal
2023 in connection with his resignation on November 7, 2022.
(5) Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the Non-CEO NEOs
during the applicable year. The amounts reported in this column for fiscal 2026 were calculated by making the following adjustments to average
total compensation for the Non-CEO NEOs, using the same methodology described above in footnote (3):
a.We deducted $8.2 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards.
b.We added $3.8 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of
the fiscal year.
c.We deducted $0.3 million representing the change in fair value of any awards granted in prior years that were outstanding and unvested
as of the end of the fiscal year.
d.We added $0.7 million representing the change in fair value of awards that were granted and vested in the same fiscal year.
e.We deducted $0.6 million representing the change in fair value for awards granted in prior years that vested in the fiscal year.
f.We deducted $3.5 million representing the fair value of awards as of the end of the prior fiscal year that were forfeited in the fiscal year.
No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions.
(6) Assumes an initial investment of $100.00 in our Class A common stock on June 30, 2021, the date of our initial public offering. Historic stock
price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered
fiscal years.
(7) For fiscal 2026, we updated our peer group used for the purpose of this disclosure from the S&P 500 Information Technology Index to the
iShares Expanded-Tech Software Sector ETF (IGV) because we believe IGV more closely reflects the software sector in which we compete for
business and talent, and the substantial majority of our compensation peer group companies are constituents of IGV, while only a small number
are constituents of the S&P 500 Information Technology Index. The table above reflects IGV performance for all years presented, IGV is also
used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. This column assumes $100.00
was invested in this peer group on June 30, 2021 (same period as used for footnote (6) above). For comparison, under the S&P 500 Information
Technology Index which was previously used in the stock performance graph of our Annual Report and in the pay versus performance disclosure
in our 2025 proxy statement, the peer group total stockholder return would have been: $110.11 for fiscal 2022; $92.83 for fiscal 2023; $139.33
for fiscal 2024; $177.78 for fiscal 2025; and $223.35 for fiscal 2026.
(8) The amounts shown reflect the net loss reported in our audited financial statements for the applicable fiscal year.
(9) We selected ARR as our company-selected measure because in fiscal 2026, the annual cash incentive was linked to ARR. We view ARR as
the key indicator of the growth and momentum of our business, providing forward visibility into recurring revenue and reflecting customer
retention and expansion, and we believe it is among the most closely followed metrics by investors and analysts in evaluating our performance
and long-term value.
Analysis of the Information Presented in the Pay Versus Performance Table
“Compensation actually paid” (“CAP”), as required under Regulation S-K, reflects cash compensation actually
paid as well as adjusted values to unvested and vested equity awards during the years shown in the table based on
year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not
reflect actual amounts paid out for those awards which can only be determined upon the ultimate sale of the stock
underlying such awards. “Compensation actually paid” generally fluctuates due to stock price achievement and
varying levels of projected and actual achievement of performance goals (as applicable). We generally seek to
incentivize long-term performance, and therefore do not specifically align our performance measures with
compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular
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year. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive
compensation program is designed to link executive compensation with the achievement of our financial and
strategic objectives as well as stockholder value creation each year, see the section titled “—Compensation
Discussion and Analysis.”
Below is a graph showing the relationship of compensation actually paid to our CEO and Non-CEO NEOs for
fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, and fiscal 2026 to total stockholder return (“TSR”) of both our
Below is a graph showing the relationship of compensation actually paid to our CEO and Non-CEO NEOs for
fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, and fiscal 2026 to our net income (loss).
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Below is a graph showing the relationship of compensation actually paid to our CEO and Non-CEO NEOs for fiscal
2022, fiscal 2023, fiscal 2024, fiscal 2025, and fiscal 2026 to our ARR.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measure that we believe to have been the most important
in linking Compensation Actually Paid to our CEO and Non-CEO NEOs to our Company performance. We did not
use any other performance measures in linking Compensation Actually Paid to our CEO and Non-CEO NEOs to our
performance.
Financial Performance Measures |
Limitations on Liability and Indemnification Matters
Our Amended and Restated Certificate of Incorporation contains provisions that limit the liability of our
directors and officers for monetary damages to the fullest extent permitted by the DGCL. Consequently, our
directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of
fiduciary duties as directors and officers, except liability for:
•any breach of the director’s or officer’s duty of loyalty to us or our stockholders;
•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•a director for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the DGCL;
•any transaction from which the director or the officer derived an improper personal benefit; or
•any officer for any claim brought by or in the right of the corporation, such as a derivative claim in any
action by or in the right of the corporation.
The directors or officers whose personal liability would be eliminated as described above consist of (i) a
corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer,
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controller, treasurer or chief accounting officer; (ii) an individual identified in public filings as one of the most
highly compensated officers of the corporation; and (iii) an individual who, by written agreement with the
corporation, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute.
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors,
officers, and certain of our other employees, in addition to the indemnification provided for in our Restated
Certificate of Incorporation and amended and restated bylaws. These agreements, among other things, require us to
indemnify our directors, officers and key employees for certain expenses, including attorneys’ fees, judgments,
fines, and settlement amounts actually and reasonably incurred by such director, officer or key employee in any
action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise
to which the person provides services at our request. Subject to certain limitations, our indemnification agreements
also require us to advance expenses incurred by our directors, officers, and key employees for the defense of any
action for which indemnification is required or permitted.
We believe that these provisions of our Restated Certificate of Incorporation and indemnification agreements
are necessary to attract and retain qualified persons such as directors, officers, and key employees. We also maintain
directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in our Restated Certificate of Incorporation and
amended and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a
lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood
of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and
other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs
of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
executive officers or persons controlling us, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of January 31, 2026. As of
January 31, 2026, our equity compensation plans consisted of the SentinelOne, Inc. 2021 Equity Incentive Plan
(“2021 Plan”), the SentinelOne, Inc. 2013 Equity Incentive Plan (“2013 Plan”), the Attivo Networks, Inc. 2011
Equity Incentive Plan (“2011 Attivo Plan”), the Scalyr, Inc. 2011 Stock Incentive Plan (“2011 Scalyr Plan”), and the
Prompt Security, Inc. 2023 Stock Incentive Plan (“2023 Prompt Plan”), as well as the SentinelOne 2021 Employee
Stock Purchase Plan (“ESPP”).
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted- average Exercise Price of Outstanding Options, Warrants and Rights ($) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | ||||||
Equity compensation plans approved by security holders(1) .............. | 43,415,282 | (2) | $7.22 | (3) | 52,500,488 | (4)(5) | |||
Equity compensation plans not approved by security holders(6) ........ | 465,972 | 1.16 | (7) | — | |||||
Total ............................................................................................... | 43,881,254 | $6.92 | 52,500,488 | ||||||
(1)Includes the 2021 Plan and the 2013 Plan. The amount in column (c) includes shares of our Class A common stock issuable under the
ESPP.
(2)Includes 34,567,136 shares of Class A common stock subject to options, RSUs, and PSUs and 8,848,146 shares of Class B common stock
subject to options, RSUs, and PSUs outstanding as of January 31, 2026 that were issued under the 2021 Plan and the 2013 Plan. This
amount does not include any shares issuable under ESPP.
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(3)Indicates a weighted average price for 8,977,224 options under the 2021 Plan and the 2013 Plan. It does not take into account RSUs or
PSUs, which do not have an exercise price.
(4)As of January 31, 2026, an aggregate of 39,736,855 shares of Class A common stock were available for issuance under the 2021 Plan. The
number of shares available for issuance under the 2021 Plan includes an annual increase on the first day of each fiscal year, by the number
of shares equal to five (5%) of the aggregate number of outstanding shares of all classes of our common stock (on an as-converted basis) as
of the immediately preceding January 31, or a lesser number as may be determined by our Compensation Committee, or by our Board
acting in place of our Compensation Committee.
(5)As of January 31, 2026, an aggregate of 12,763,633 shares of Class A common stock were available for issuance under the ESPP. The
number of shares available for issuance under the ESPP will also include an annual increase on the first day of each fiscal year, by the
number of shares equal to one percent (1%) of the aggregate number of outstanding shares of all classes of our common stock (on an as-
converted basis) as of the immediately preceding January 31, or a lesser number as may be determined by our Compensation Committee, or
by our Board acting in place of our Compensation Committee.
(6)Includes 433,875 shares of Class A common stock subject to options as of January 31, 2025 and 32,097 shares of Class B common stock
subject to options outstanding as of January 31, 2026, that, in each case, were assumed in connection with our acquisitions of Attivo
Networks, Inc. in May 2022 under the 2011 Attivo Plan, Scalyr, Inc. in February 2021 under the 2011 Scalyr Plan, and Prompt Security Inc.
under the 2023 Prompt Plan in September 2025.
(7)Indicates a weighted average price for 456,972 options under the 2011 Attivo Plan, 2011 Scalyr Plan, and 2023 Prompt Plan.
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RELATED PERSON TRANSACTIONS
Related Person Transactions
The following is a summary of transactions since February 1, 2025 to which we have been or will be a party, in
which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors,
nominees for director, promoters or beneficial holders of more than 5% of any class of our capital stock, or any
immediate family member of, or person sharing the household with, any of these individuals or entities, had or will
have a direct or indirect material interest, other than compensation arrangements which are described under the
sections titled “Board of Directors and Corporate Governance—Compensation of Non-Employee Directors” and
“Executive Compensation.”
•Indemnification of Officers and Directors. We have entered into indemnification agreements with each of
our directors and executive officers. The indemnification agreements and our amended and restated bylaws
require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain
limitations, our amended and restated bylaws also require us to advance expenses incurred by our directors
and officers.
Policies and Procedures for Related Party Transactions
Our Board adopted a Related Party Transactions Policy which provides that our Audit Committee is
responsible for reviewing and approving any related party transaction, taking into account whether the transaction is
on an arms-length basis, whether there are business reasons for the transaction, whether the transaction would impair
a director’s independence and whether the related party transaction would present an improper conflict of interest.
Our Related Party Transaction Policy applies to any transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships, in which we are to be a participant, the amount involved exceeds
$120,000 and a related person had or will have a direct or indirect material interest. Our Audit Committee approves
all of our related party transactions.
It is our intention to ensure that all future related party transactions are approved by our Audit Committee, and
are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.
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SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of our capital stock as of April 30, 2026 by:
•each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of
our common stock;
•each of our named executive officers;
•each of our directors and nominees for director; and
•all executive officers and directors as a group.
Applicable percentage ownership is based on 335,181,654 shares of Class A common stock and 6,300,444
shares of Class B common stock outstanding at April 30, 2026. Shares of common stock issuable upon the exercise
of stock options exercisable or pursuant to RSUs that may vest and settle within 60 days of April 30, 2026, are
deemed to be outstanding and beneficially owned by the person holding the options, or the RSUs, for the purpose of
computing the percentage of beneficial ownership of that person and any group of which that person is a member,
but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other
person.
Unless otherwise indicated in the footnotes below, each stockholder named in the following table possesses
sole voting and investment power over the shares listed. The information does not necessarily indicate beneficial
ownership for any other purpose. Unless otherwise noted below, the address of each person listed on the table is c/o
SentinelOne, Inc., 444 Castro Street, Suite 400, Mountain View, CA 94041.
Shares Beneficially Owned | Total Voting Power | |||||||||
Class A | Class B | |||||||||
Name of Beneficial Owners | Shares | % | Shares | % | % | |||||
Named Executive Officers and Directors: | ||||||||||
Tomer Weingarten(1) | 208,309 | * | 7,715,230 | 79.48% | 29.18% | |||||
Shares subject to voting proxy(2) | 4,243,987 | 1.27% | — | —% | * | |||||
Total | 4,452,296 | 1.33% | 7,715,230 | 79.48% | 29.99% | |||||
Sonalee Parekh | — | —% | — | —% | —% | |||||
Barry Padgett(3) | 165,903 | * | — | —% | * | |||||
Ana G. Pinczuk(4) | 133,523 | * | — | —% | * | |||||
Keenan Conder(5) | 312,389 | * | — | —% | * | |||||
Barbara Larson(6) | 122,537 | * | — | —% | * | |||||
Richard Smith, Jr. | — | —% | — | —% | —% | |||||
Mark Barrenechea(7) | 5,981 | * | — | —% | * | |||||
Charlene T. Begley(8) | 76,211 | * | 33,000 | * | * | |||||
Aaron Hughes(9) | 63,090 | * | 40,000 | * | * | |||||
Mark S. Peek(10) | 185,609 | * | 40,000 | * | * | |||||
Daniel Scheinman(11) | 90,179 | * | 1,423,149 | 22.59% | 6.19% | |||||
Teddie Wardi(12) | 17,264 | * | — | —% | * | |||||
All current executive officers and directors as a group (11 persons)(13) | 5,330,006 | 1.65% | 9,251,379 | 94.21% | 35.83% | |||||
Greater than 5% Stockholders: | ||||||||||
Entities affiliated with Vanguard Capital Management LLC(14) | 17,468,471 | 5.21% | — | — | 3.79% | |||||
Entities affiliated with Vanguard Portfolio Management LLC(15) | 21,744,348 | 6.49% | — | — | 4.71% | |||||
* Less than one percent.
(1)Consists of (i) 89,935 shares of Class A common stock directly held by Mr. Weingarten, (ii) 118,374 shares of Class A common stock
subject to RSUs scheduled to vest and settle within 60 days of April 30, 2026, (iii) 3,884,681 shares of Class B common stock held directly
by Mr. Weingarten, (iv) 423,629 shares of Class B common stock held by a trust over whose trustee Mr. Weingarten can exercise remove
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and replace powers, and (v) 3,406,920 shares underlying stock options to purchase Class B common stock that are exercisable within
60 days of April 30, 2026. 3,421,153 of the shares of Class B common stock held directly by Mr. Weingarten are pledged as collateral to
secure personal indebtedness pursuant to a security and pledge agreement.
(2)Consists of shares of our Class A common stock held by Almog Cohen, our co-founder and former director, over which, except under
limited circumstances, Mr. Weingarten holds an irrevocable proxy, pursuant to the Irrevocable Proxy Agreement, dated as of June 17, 2021,
by and between Mr. Weingarten and Mr. Cohen. Pursuant to the Irrevocable Proxy Agreement, Mr. Cohen granted Mr. Weingarten an
irrevocable proxy to vote all shares of Class B common stock and other voting securities held by Mr. Cohen at Mr. Weingarten’s discretion
on all matters to be voted upon by our stockholders. We do not believe that the parties to the Irrevocable Proxy Agreement constitute a
“group” under Section 13 of the Exchange Act, as Mr. Weingarten exercises voting control over these shares.
(3)Consists of 165,903 shares of Class A common stock held directly by Mr. Padgett.
(4)Consists of (i) 123,557 shares of Class A common stock held directly by Ms. Pinczuk and (ii) 9,966 shares of Class A common stock
underlying restricted stock units which have vested but for which settlement has been deferred pursuant to an election made by Ms. Pinczuk
under our Outside Director Compensation Policy.
(5)Consists of (i) 312,154 shares of Class A common stock held directly by Mr. Conder and (ii) 32,420 shares of Class A common stock
subject to RSUs scheduled to vest and settle within 60 days of April 30, 2026.
(6)Consists of 122,537 shares of Class A common stock held directly by Ms. Larson.
(7)Consists of (i) 5,092 shares of Class A common stock held directly by Mr. Barrenechea and (ii) 889 shares of Class A common stock
subject to RSUs scheduled to vest and settle within 60 days of April 30, 2026.
(8)Consists of (i) 48,798 shares of Class A common stock held directly by Ms. Begley, (ii) 465 shares of Class A common stock held by the
2014 Irrevocable Trust FBO Jordan L. Begley, of which Ms. Begley is co-trustee, (iii) 465 shares of Class A common stock held by the
2014 Irrevocable Trust FBO Paige Begley, of which Ms. Begley is co-trustee, (iv) 465 shares of Class A common stock held by the 2014
Irrevocable Trust FBO Jennifer Elizabeth Begley, of which Ms. Begley is co-trustee, (v) 13,496 shares of Class A common stock subject to
RSUs scheduled to vest and settle within 60 days of April 30, 2026, (vi) 12,522 shares of Class A common stock underlying restricted stock
units which have vested but for which settlement has been deferred pursuant to an election made by Ms. Begley under our Outside Director
Compensation Policy, and (vii) 33,000 shares underlying stock options to purchase Class B common stock that are exercisable within 60
days of April 30, 2026.
(9)Consists of (i) 37,211 shares of Class A common stock held directly by Mr. Hughes, (ii) 13,357 shares of Class A common stock subject to
RSUs scheduled to vest and settle within 60 days of April 30, 2026, (iii) 12,522 shares of Class A common stock underlying restricted stock
units which have vested but for which settlement has been deferred pursuant to an election made by Mr. Hughes under our Outside Director
Compensation Policy, and (iv) 40,000 shares underlying stock options to purchase Class B common stock that are exercisable within 60
days of April 30, 2026.
(10)Consists of (i) 17,413 shares of Class A common stock held directly by Mr. Peek, (ii) 120,000 shares of Class A common stock beneficially
owned by Mr. Peek as trustee of the Omega Living Trust dated August 6, 2015, (iii) an aggregate 22,108 shares which are held in four
separate irrevocable trusts (the “Peek Trusts”) in ratable allocations of 5,527 each which trusts are administered by a third party trustee (iv)
13,566 shares of Class A common stock subject to RSUs scheduled to vest and settle within 60 days of April 30, 2026. (v) 12,522 shares of
Class A common stock underlying restricted stock units which have vested but for which settlement has been deferred pursuant to an
election made by Mr. Peek under our Outside Director Compensation Policy, and (vi) 40,000 shares underlying stock options to purchase
Class B common stock that are exercisable within 60 days of April 30, 2026.
(11)Consists of (i) 49,507 shares of Class A common stock held directly by Mr. Scheinman, (ii) 28,150 shares of Class A common stock held by
the Dan and Zoe Scheinman Family Trust, dated 2/23/01 (the “Scheinman Family Trust”) over which Mr. Scheinman is trustee and a
beneficiary and has sole voting and dispositive power, (iii) 12,522 shares of Class A common stock subject to RSUs scheduled to vest and
settle within 60 days of April 30, 2026, and (iv) 1,423,149 shares of Class B common stock held by the Scheinman Family Trust.
(12)Consists of 17,264 shares of Class A common stock held directly by Ingentorsk (Delaware) LLC, for which Mr. Wardi may be deemed to
be the beneficial owner.
(13)The beneficial ownership of all current executive officers and directors as a group includes (i) 5,282,474 shares of Class A common stock
over which such persons held voting power or investment power on April 30, 2026, (ii) 47,532 shares of Class A common stock underlying
restricted stock units which have vested but for which settlement has been deferred pursuant to our Outside Director Compensation Policy,
(iii) 204,624 shares of Class A common stock subject to RSUs scheduled to vest and settle within 60 days of April 30, 2026, (iv) 5,731,459
shares of Class B common stock over which such persons held voting power or investment power on April 30, 2026, and (v) 3,519,920
shares of Class B common stock underlying stock options exercisable within 60 days of April 30, 2026.
(14)Based solely on a statement on Schedule 13G filed with the SEC on April 30, 2026 by Vanguard Capital Management LLC (“Vanguard
Capital”), in its capacity as a registered investment adviser, on behalf of itself and its affiliates, Vanguard Asset Management Limited,
Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd (collectively, with
Vanguard Capital, the “Vanguard Capital Group”). According to the aforementioned statement, the securities reflected in the table above
include securities held by funds, or sleeves thereof, over which Vanguard Capital exercises dispositive power, in addition to securities held
by clients over which the members of the Vanguard Capital Group or affiliates or business divisions thereof exercise dispositive and/or
voting power. According to the statement, Vanguard Capital may be deemed to exercise (i) sole investment discretion over 17,468,471
shares of Class A common stock, (ii) sole voting discretion over 2,524,389 shares of Class A common stock, and (iii) shared investment or
voting discretion over none of our securities. The principal business office address for the aforementioned parties is 100 Vanguard
Boulevard, Malvern, Pennsylvania 19355.
(15)Based solely on a statement on Schedule 13G filed with the SEC on April 29, 2026 by Vanguard Portfolio Management LLC (“Vanguard
Portfolio”), in its capacity as a registered investment adviser, on behalf of itself and its affiliates, Vanguard Fiduciary Trust Company and
Vanguard Global Advisers, LLC (collectively, with Vanguard Portfolio, the “Vanguard Portfolio Group”). According to the aforementioned
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statement, the securities reflected in the table above include securities held by funds, or sleeves thereof, over which Vanguard Portfolio
exercises dispositive power, in addition to securities held by clients over which the members of the Vanguard Portfolio Group or affiliates
or business divisions thereof exercise dispositive and/or voting power. According to the statement, Vanguard Portfolio may be deemed to
exercise (i) sole investment discretion over 21,744,348 shares of Class A common stock, (ii) sole voting discretion over 69,153 shares of
Class A common stock, and (iii) shared investment or voting discretion over none of our securities. The principal business office address for
the aforementioned parties is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
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OTHER MATTERS
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more
than 10% of a registered class of our equity securities (collectively, the “Reporting Persons”), to file reports of
ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such Reporting Persons are required by
SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms we have received and written representations from
certain Reporting Persons that they filed all required reports, we believe that all of our executive officers, directors
and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them, with the
exception of a late Form 4 filing on October 9, 2025 by Tomer Weingarten. To the best of our knowledge, the late
filing was due to administrative error.
2026 Annual Report
Our financial statements for fiscal 2026 are included in our Annual Report, which we will make available to
stockholders at the same time as this Proxy Statement. You may also obtain a copy of our Annual Report,
including the financial statements and the financial statement schedules, free of charge, by sending a written
request to our Investor Relations department at SentinelOne, Inc., 444 Castro Street, Suite 400, Mountain
View, CA 94041, Attention: Investor Relations.
Our Annual Report is also available at https://investors.sentinelone.com under “SEC Filings” in the “Financial
Info” section of our website and on the U.S. Securities and Exchange Commission’s (“SEC”) website at
www.sec.gov.
Company Website
We maintain a website at www.sentinelone.com. Information contained on, or that can be accessed through, our
website is not intended to be incorporated by reference into this Proxy Statement, and references to our website
address in this Proxy Statement are inactive textual references only.
Availability of Bylaws
A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at
www.sec.gov. You may also contact our Corporate Secretary at our principal executive offices for a copy of the
relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director
candidates.
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STOCKHOLDER PROPOSAL DEADLINES FOR 2027 ANNUAL MEETING OF STOCKHOLDERS
Stockholder Proposals for Inclusion in Proxy Statement
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our
2027 annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely
manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2027 annual
meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices
not later than January 14, 2027. In addition, stockholder proposals must comply with the requirements of Rule 14a-8
under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
Proposals should be addressed to:
SentinelOne, Inc.
Attn: Corporate Secretary
444 Castro Street, Suite 400
Mountain View, CA 94041
Pursuant to Rule 14a-8, if a stockholder who has notified us of his, her or its intention to present a proposal at
an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to
present the proposal for a vote at such annual meeting.
Stockholder Proposals and Director Nominations Not for Inclusion in Proxy Statement
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to
present a proposal before an annual meeting of stockholders, including nominating directors in accordance with the
SEC’s universal proxy rules, but do not intend for the proposal to be included in our proxy statement and for
stockholders to nominate directors for election at an annual meeting of stockholders. In order to be properly brought
before our 2027 annual meeting of stockholders, the stockholder must have given timely notice of such proposal or
nomination, in proper written form. To be timely for our 2027 annual meeting of stockholders, a stockholder’s
notice of a matter that the stockholder wishes to present, or the person or persons the stockholder wishes to nominate
as a director, must be delivered to our Corporate Secretary at our principal executive offices:
•not earlier than 5:00 p.m. ET / 2:00 p.m. PT on February 25, 2027, and
•not later than 5:00 p.m. ET / 2:00 p.m. PT on March 27, 2027.
If we hold our 2027 annual meeting of stockholders more than 30 days before or more than 70 days after the
one-year anniversary date of the Annual Meeting, or if no annual meeting was held in the preceding year, then such
written notice must be received (a) no earlier than 5:00 p.m., Eastern Time, on the 120th day before the 2027 annual
meeting of stockholders and no later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such annual
meeting or 5:00 p.m., Eastern Time, on the 10th day following the day public announcement of the date of such
meeting is first made.
To be in proper written form, a stockholder’s notice must include the specified information concerning the
proposal or nominee as described in our amended and restated bylaws. Notices should be addressed to:
SentinelOne, Inc.
Attn: Corporate Secretary
444 Castro Street, Suite 400
Mountain View, CA 94041
For information on how to access our amended and restated bylaws, please see the section titled “Availability of
Bylaws,” and for additional information regarding stockholder recommendations for director candidates, please see
the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations
to our Board.”
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We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before
the Annual Meeting, the persons named in the proxy will have discretion to vote the shares of our common stock
they represent in accordance with their own judgment on such matters. Discretionary authority with respect to such
other matters is granted by a properly submitted proxy.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that
you hold. You are, therefore, urged to vote as promptly as possible to ensure your vote is recorded.
BY ORDER OF THE BOARD OF DIRECTORS
Keenan Conder
Chief Legal Officer and Corporate Secretary
Mountain View, California