SentinelOne Board & CEO Compensation Changes

TL;DR

SentinelOne shakes up board, inks new CEO deal effective Sept 5.

AI Summary

SentinelOne, Inc. announced on September 5, 2024, changes in its board of directors and executive compensation. Specifically, David J. DeWalt was elected as a Class II Director, and the company entered into a new employment agreement with its Chief Executive Officer, Tomer Weingarten, effective September 5, 2024. The filing also details compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• SentinelOne, Inc. (company) — Registrant
• David J. DeWalt (person) — Elected Class II Director
• Tomer Weingarten (person) — Chief Executive Officer
• September 5, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 S New York Stock Exchange Indicat
• $527,000 — will have (i) an annual base salary of $527,000 and (ii) a target annual cash bonus opp
• $14 million — "PSU") award with an aggregate value of $14 million (the "Aggregate Equity Value"), where t

Filing Documents

• tm2423762d1_8k.htm (8-K) — 38KB
• 0001104659-24-098794.txt ( ) — 211KB
• s-20240905.xsd (EX-101.SCH) — 3KB
• s-20240905_lab.xml (EX-101.LAB) — 33KB
• s-20240905_pre.xml (EX-101.PRE) — 22KB
• tm2423762d1_8k_htm.xml (XML) — 4KB

(a) of Regulation S-K

Item 404(a) of Regulation S-K. The foregoing descriptions of the Offer Letter and Change in Control and Severance Agreement are qualified in their entirety by reference to the full text of the Offer Letter and the Change in Control and Severance Agreement, which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending October 31, 2024. Ms. Larson will also enter into the Company's standard form of indemnity agreement, which is attached as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") on June 3, 2021 (File No. 333-256761). In connection with Ms. Larson's appointment, David Bernhardt will transition from his position as the Company's Chief Financial Officer, effective on September 11, 2024. Mr. Bernhardt will remain an advisor to the Company through December 31, 2024, to assist with a smooth transition of his responsibilities (the "Separation Date"). Mr. Bernhardt's departure is not a result of any disagreement regarding the Company's operations, policies or practices. In connection with his transition, the Company has entered into a Separation Agreement with Mr. Bernhardt on September 10, 2024 (the "Separation Agreement"), which provides for certain benefits, including (i) a lump sum payment equal to six months' base salary, less applicable state and federal payroll deductions, (ii) a lump sum payment equal to Mr. Bernhardt's annual bonus opportunity for fiscal year 2025 through the Consulting Termination Date (as defined below) on a pro-rated basis, assuming achievement at target levels, less applicable state and federal payroll deductions, (iii) a lump sum payment equal to the monthly insurance premium payments Mr. Bernhardt would be required to pay for health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period of six months , and (iv) twelve months of accelerated vesting of each of Mr. Be

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SENTINELONE, INC. Date: September 11, 2024 By: /s/ Keenan Conder Keenan Conder Chief Legal Officer and Secretary