s-20240516

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 2024 Annual Meeting of Stockholders

To be held virtually at 9:00 a.m., Pacific Time, on Thursday, June 27, 2024

To Stockholders of SentinelOne, Inc.:

We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of SentinelOne, Inc., a Delaware corporation (the “Company”), to be held virtually on Thursday, June 27, 2024 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/S2024 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 2027 Class III directors, the nominees named in our proxy statement, to serve until the 2027 annual meeting of stockholders and until his or her 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, 2025.	✓	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 approve an amendment and restatement of our Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law (“DGCL”)	✓	FOR the approval of an amendment and restatement to our Restated Certificate of Incorporation
5.To transact any other business that properly comes before the Annual Meeting.

Our Board has fixed the close of business on May 3, 2024 as the record date for the Annual Meeting. Only stockholders of record at the close of business on May 3, 2024 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 16, 2024 , 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 27, 2024: 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 No. 1: Election of Directors			24
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			25
Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers			27
Proposal No. 4: Approval of an Amendment and Restatement of Our Restated Certificate of Incorporation			28
Executive Officers			30
Executive Compensation			31
Compensation Discussion and Analysis			31
Executive Compensation Tables			41
CEO Pay Ratio			48
Pay Versus Performance			49
Related Person Transactions			56
Security Ownership			57
Other Matters			60
Stockholder Proposal Deadlines for 2025 Annual Meeting of Stockholders			61
Appendix A: Amended and Restated Certificate of Incorporation			A-1
Appendix B: Marked Copy of Amended and Restated Certificate of Incorporation			B-1

SentinelOne, Inc.

444 Castro Street, Suite 400

Mountain View, CA 94041

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held at 9:00 a.m., Pacific Time, on Thursday, June 27, 2024

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 27, 2024, at 9:00 a.m., Pacific Time and will be conducted virtually via a live webcast on the Internet at www.virtualshareholdermeeting.com/S2024.

To participate at this year’s Annual Meeting, please log in to www.virtualshareholdermeeting.com/S2024. 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, 2024 (our “Annual Report”), is first being mailed on or about May 16, 2024 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 2025”, “fiscal 2024”, “fiscal 2023”, and “fiscal 2022” are to our fiscal years ended January 31, 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.


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director
Charlene T. Begley(1)	III	57	Director	2021	2024	2027
Aaron Hughes(1)	III	48	Director	2021	2024	2027
Mark S. Peek(1)(2)	III	66	Director	2021	2024	2027

Continuing Directors
Tomer Weingarten	I	41	Co-Founder, President, CEO and Chairman of our Board	2013	2025	—
Daniel Scheinman(2)(3)	I	61	Lead Independent Director	2019	2025	—
Teddie Wardi(2)	I	39	Director	2015	2025	—
Ana G. Pinczuk(3)	II	60	Director	2022	2026	—


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	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	$12,000	$6,000
Nominating and Corporate Governance Committee	$12,000	$6,000


Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total
Charlene T. Begley(3)	$70,000	$210,789	$280,789
Aaron Hughes(4)	$60,000	$210,789	$270,789
Mark S. Peek(5)	$75,000	$210,789	$285,789
Ana G. Pinczuk(6)	$56,000	$210,789	$266,789
Daniel Scheinman(7)	$88,000	$210,789	$298,789
Jeffrey W. Yabuki(8)	$—	$—	$—


	2024		2023
Audit Fees(1)	$	3,644,000	$	3,203,000
Audit-Related Fees(2)	$	257,000	$	161,000
Tax Fees(3)	$	1,282,000	$	915,000
All Other Fees(4)	$	2,000	$	2,000
Total Fees	$	5,185,000	$	4,281,000


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(1)			Chief Business Officer


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
Ensure succession planning through periodic review between the Chief Executive Officer and the Nominating and Corporate Governance Committee

SEC Form DEF 14A filed by SentinelOne Inc.