s-20230517

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

SENTINELONE, INC.

(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 2023 Annual Meeting of Stockholders

To be held virtually at 9:00 a.m., Pacific Time, on Thursday, June 29, 2023

To Stockholders of SentinelOne, Inc.:

We cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of SentinelOne, Inc., a Delaware corporation (the “Company”), to be held virtually on Thursday, June 29, 2023 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/S2023 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 a Class II director, the nominee named in our proxy statement, to serve until the 2026 annual meeting of stockholders and until her successor is duly elected and qualified, subject to her earlier death, resignation, or removal.	✓	FOR the director nominee
2.To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending January 31, 2024.	✓	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 select, on a non-binding advisory, basis whether future advisory votes on the compensation of our named executive officers should be every one, two or three years.	✓	1 YEAR for the frequency
5.To transact any other business that properly comes before the Annual Meeting.

Our Board has fixed the close of business on May 4, 2023 as the record date for the Annual Meeting. Only stockholders of record at the close of business on May 4, 2023 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 17, 2023, we expect to mail to our stockholders a 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. Our 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.

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 29, 2023: OUR PROXY STATEMENT AND OUR ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

TABLE OF CONTENTS


			Page
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			9
CORPORATE RESPONSIBILITY AND SUSTAINABILITY			19
COMPENSATION OF NON-EMPLOYEE DIRECTORS			21
PROPOSAL NUMBER 1			24
PROPOSAL NUMBER 2			25
PROPOSAL NUMBER 3			27
PROPOSAL NUMBER 4			28
EXECUTIVE OFFICERS			29
EXECUTIVE COMPENSATION			30
RELATED PERSON TRANSACTIONS			52
SECURITY OWNERSHIP			53
OTHER MATTERS			56
STOCKHOLDER PROPOSAL DEADLINES FOR 2024 ANNUAL MEETING OF STOCKHOLDERS			57

SENTINELONE, INC.

444 Castro Street, Suite 400

Mountain View, CA 94041

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Pacific Time, on Thursday, June 29, 2023

This proxy statement (the “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 29, 2023, at 9:00 a.m., Pacific Time and will be conducted virtually via a live webcast on the Internet at www.virtualshareholdermeeting.com/S2023.

To participate at this year’s Annual Meeting, please log in to www.virtualshareholdermeeting.com/S2023. 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, 2023 (our “Annual Report”) is first being mailed on or about May 17, 2023 to all stockholders entitled to vote at the Annual Meeting.

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 2023” are to our fiscal year ended January 31, 2023.

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 a 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.


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominee for Director
Ana G. Pinczuk(3)	II	60	Director	2022	2023	2026

Continuing Directors
Tomer Weingarten	I	40	Co-Founder, President, CEO and Chairman of our Board	2013	2025	—
Daniel Scheinman(2)(3)	I	60	Lead Independent Director	2019	2025	—
Teddie Wardi(2)	I	38	Director	2015	2025	—
Charlene T. Begley(1)	III	56	Director	2021	2024	—
Aaron Hughes(1)	III	47	Director	2021	2024	—
Mark S. Peek(1)(2)	III	65	Director	2021	2024	—



Total Number of Directors: 7 directors
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity
Directors................................................................................................	2	3	—	2
Demographic Background
Black/African American.......................................................	—	1	—	—
Hispanic.................................................................................................	1	—	—	—
White........................................................................................................	1	2	—	—
Did Not Disclose Demographic Background	2


Board/Committee	Chair	Member
Lead Independent Director	$20,000	$—
Board	$—	$50,000
Audit Committee	$20,000	$10,000
Compensation Committee	$12,000	$6,000
Nominating Committee	$12,000	$6,000


Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total
Charlene T. Begley(3)	$70,000	$224,995	$294,995
Aaron Hughes(4)	$60,000	$224,995	$284,995
Mark S. Peek(5)	$72,000	$224,995	$296,995
Ana G. Pinczuk(6)*	$60,945(7)	$418,719	$479,664
Daniel Scheinman(8)	$88,000	$224,995	$312,995
Jeffery W. Yabuki(9)**	$56,000	$224,995(10)	$284,995


	Fiscal Year Ended
	2023		2022
Audit Fees(1)	$	3,203,000	$	3,407,000
Audit-Related Fees(2)	$	161,000	—
Tax Fees(3)	$	915,000	$	1,262,000
All Other Fees(4)	$	2,000	$	2,000
Total Fees	$	4,281,000	$	4,671,000


Name			Title
Tomer Weingarten			Co-Founder, Chief Executive Officer, President and Chairman of our Board
David Bernhardt			Chief Financial Officer
Richard Smith, Jr.			Chief Product and Technology Officer
Keenan Conder			Chief Legal Officer and Corporate Secretary
“Vats” Narayanan Srivatsan			Chief Operating Officer
Nicholas Warner(1)			Former President, Security


Market-Driven Competitive Pay			Pay is benchmarked 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 Shareholders			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.


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
Intend to adopt a compensation recoupment and forfeiture policy, or clawback policy in fiscal 2024			Do not provide reimbursements or “gross ups” for excise tax payments
Ensure succession planning through periodic review between the chief executive officer and the nominating and corporate governance committee			Do not provide excessive perquisites for our named executive officers
Subject to feedback from our stockholders, we intend to annually conduct a say-on-pay vote			No discounted stock option awards
In fiscal 2024, introduced performance stock units and an executive bonus program tied to achievement of rigorous performance goals			No pledging without prior consent of our Chief Legal Officer


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 compensation committee in executive session d.Conducts annual independent evaluation of our incentive programs to assess risk e.Provides additional consultation to the compensation committee or members thereof as needed regarding our compensation practices and individual executive compensation matters


Fiscal Year 2023 Peer Group
Anaplan	Elastic	Palo Alto Networks
Appian	Everbridge	Rapid7
CloudFlare	Fastly	Smartsheet
Coupa Software	Five9	Splunk
CrowdStrike	MongoDB	Workiva
Datadog	nCino	Zendesk
Duck Creek	Okta	Zscaler
Dynatrace	Palantir Technologies


Name	Fiscal Year 2022 Base Salary	Fiscal Year 2023 Base Salary(3)	Percentage Adjustment
Tomer Weingarten	$496,000	$600,000	21.0%
David Bernhardt	$389,700	$425,000	9.1%
Richard Smith, Jr.	$450,000	$450,000	0.0%
Keenan Conder	$410,000	$425,000	3.7%
“Vats” Narayanan Srivatsan(1)	N/A	$450,000	N/A
Nicholas Warner(2)	$400,000	$450,000	12.5%


Name	First Half Target Bonus Opportunity	First Half Bonus Payout
Tomer Weingarten	$300,000	$330,000
David Bernhardt	$127,500	$140,250
Richard Smith, Jr.	$135,000	$148,500
Keenan Conder	$127,500	$140,250
“Vats” Narayanan Srivatsan(1)	$147,928	$147,928
Nicholas Warner	$225,000	$247,500


Name	Second Half Target Bonus Opportunity	Second Half Bonus Payout
Tomer Weingarten	$300,000	$330,000
David Bernhardt	$127,500	$140,250
Richard Smith, Jr.	$135,000	$148,500
Keenan Conder	$127,500	$140,250
“Vats” Narayanan Srivatsan	$225,000	$247,500
Nicholas Warner(1)	$225,000	$—


Name	Fiscal Year 2023 LTI Award	Number of Shares
Tomer Weingarten	$12,000,000	319,294
David Bernhardt	$4,000,000	106,431
Richard Smith, Jr.	$3,700,000	98,449
Keenan Conder	$2,000,000	53,215
“Vats” Narayanan Srivatsan(1)	$15,000,000	400,229
Nicholas Warner(2)	$7,500,000	199,558


Name	Fiscal Year 2022 Target Annual Bonus Opportunity	Fiscal Year 2023 Target Annual Bonus Opportunity
Tomer Weingarten	100%	100%
David Bernhardt	50%	60%
Richard Smith, Jr.	50%	60%
Keenan Conder	50%	60%
“Vats” Narayanan Srivatsan(1)	N/A	100%
Nicholas Warner(2)	100%	100%


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)(3)	All Other Compensation ($)	Total ($)
Tomer Weingarten Co-Founder, President, CEO and Chairman of our Board	2023	600,000	660,000	12,027,805	—	234,557(4)	13,522,362
	2022	472,000	541,759	—	94,381,775	—	95,395,534
	2021	316,667	200,000	—	3,117,263	—	3,633,930
David Bernhardt, Chief Financial Officer	2023	425,000	280,500	4,009,256	—	3,564(5)	4,718,320
	2022	367,995	210,697	—	1,375,895	—	1,954,587
	2021	115,952	61,817	—	4,527,338	—	4,705,107
Keenan Conder Chief Legal Officer and Corporate Secretary	2023	424,375	280,500	2,004,609	—	3,563(5)	2,713,047
	2022	177,951	98,043	7,441,123	—	—	7,717,117
Richard Smith, Jr, Chief Product & Technology Officer	2023	450,000	297,000	3,708,574	—	2,500(5)	4,459,199
	2022	417,692	258,833	—	10,255,000	—	10,931,525
“Vats” Narayanan Srivatsan Chief Operating Officer(6)	2023	373,295	395,428	14,188,118	—	3,625(5)	14,959,341
Nicholas Warner Former President, Security(7)	2023	346,023	247,500	8,719,176	7,337,783	230,301(8)	16,880,783
	2022	389,398	445,083	—	3,662,500	—	4,496,981
	2021	350,000	385,000	—	1,934,185	—	2,669,185


Name	Type of Award	Grant Date	All Other Stock Awards: Number of Shares of Stock (#)	Grant Date Fair Value of Share Awards ($)(1)	Plan
Tomer Weingarten	RSU	3/17/2022(2)	319,294	12,027,805	2021
David Bernhardt	RSU	3/17/2022(2)	106,431	4,009,023	2021
Keenan Conder	RSU	3/17/2022(2)	53,215	2,004,609	2021
Richard Smith, Jr.	RSU	3/17/2022(2)	98,449	3,708,574	2021
“Vats” Narayanan Srivatsan	RSU	4/6/2022(3)	400,229	14,188,118	2021
Nicholas Warner	RSU	3/17/2022(4)	199,558	7,517,350	2021


		Option Awards(1)					Stock Awards(1)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have not Vested(2) ($)

Tomer Weingarten	3/8/2019	351,447	17,188(3)	—	2.27	3/7/2029	—	—
	3/27/2020	1,146,351	750,000(4)	—	2.27	3/26/2030	—	—
	3/24/2021	1,912,968	3,304,218(5)	—	9.74	3/23/2031	—	—
	3/24/2021(6)	—	—	1,304,605	9.74	3/23/2031	—	—
	3/17/2022	—	—	—	—	—	259,427(9)	3,914,753
David Bernhardt	10/1/2020	1,100,321	854,999	—	3.02	9/30/2030	—	—
	3/24/2021(6)	—	—	100,000	9.74	3/23/2031	—	—
	3/17/2022	—	—	—	—	—	86,476(9)	1,304,923
Richard Smith, Jr.	3/24/2021	335,416	364,584(7)	—	9.74	3/23/2031
	3/17/2022	—	—	—	—	—	79,990(9)	1,207,049
Keenan Conder	9/9/2021	—	—	—	—	—	77,465(8)	1,168,947
	3/17/2022	—	—	—	—	—	43,238(9)	652,461
“Vats” Narayanan Srivatsan	4/6/2022	—	—	—	—	—	400,229(10)	6,039,456
Nicholas Warner	8/1/2017	642,048	—	—	0.65	7/31/2027	—	—
	5/31/2018	464,400	—	—	0.65	5/30/2028	—	—
	3/8/2019	283,622	7,813	—	1.20	3/7/2029	—	—
	7/22/2020	625,000	375,000	—	2.27	7/21/2030	—	—
	3/24/2021	91,666	158,334	—	9.74	3/23/2031	—	—
	3/17/2022	—	—	—	—	—	162,141(11)	2,446,708


	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	1,233,250	18,421,331	59,867	1,462,546
David Bernhardt	38,886	1,219,539	19,955	487,496
Keenan Conder	—	—	38,146	949,297
Richard Smith, Jr.	—	—	18,459	450,953
“Vats” Narayanan Srivatsan	—	—	—	—
Nicholas Warner	214,670	7,610,609	37,417	914,091


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	600,000	29,810	8,421,314	9,051,124	1,500,000	44,715	31,427,670	32,972,385
David Bernhardt	212,500	11,784	—	224,284	680,000	23,568	11,624,761	12,328,329
Richard Smith Jr.	225,000	16,381	—	241,381	720,000	32,762	3,157,574	3,910,336
Keenan Conder	212,500	16,381	—	228,881	680,000	32,762	1,821,408	2,534,170
“Vats” Narayanan Srivatsan	225,000	16,381	—	241,381	900,000	32,762	6,039,456	6,972,218
Nicholas Warner (resigned on November 7, 2022)	225,000	16,118	—	241,118	N/A	N/A	N/A	N/A


					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) ($)	Total Shareholder Return(6)	Peer Group Total Shareholder Return(7)	Net Loss ($ millions)(8)	Stock Price(9) ($)
2023	13,522,362	(183,133,426)	8,746,750	(11,381,739)	35.51	92.83	(378.7)	15.09
2022	95,395,534	352,126,254	9,324,321	17,064,767	105.29	110.11	(271.1)	44.75


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)	46,855,980(2)	$ 4.71(3)	48,219,451(4)(5)
Equity compensation plans not approved by security holders	—	—	—
Total	46,855,980	$ 4.71	48,219,451

SEC Form DEF 14A filed by SentinelOne Inc.