Independent
Tenure on this board
1.3 yrs
Also a director at
Carpenter Technology Corp (CRS)C3ai Inc (AI)
1 nominee · 3 ballot items.
Elect one Class II director (Stephen M. Ward, Jr.); approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.
Elect Stephen M. Ward, Jr. as a Class II director to hold office until the 2029 annual meeting of stockholders.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s disclosed executive compensation for the named executive officers, encompassing the Compensation Discussion and Analysis, compensation tables and narrative disclosures. Management seeks this annual approval to confirm alignment between pay practices and stockholder interests and to provide the board and compensation committee with feedback on the design and execution of compensation programs. The company emphasizes a pay-for-performance philosophy with a mix of base salary, formulaic short-term cash incentives tied to total revenue and non-GAAP operating income for fiscal 2026, and long-term incentives (RSUs and PSUs) that emphasize retention and alignment with total shareholder return and multi-year financial targets. The board highlights recent changes implemented after stockholder feedback — e.g., adopting a formulaic bonus plan for fiscal 2026 and specific metric adjustments — to demonstrate responsiveness and governance oversight. While advisory, the vote is an important signal the board intends to consider when setting future compensation; management explicitly states it will consider voting results and stockholder feedback in future decisions. The company notes that the compensation committee retained an independent consultant, used a peer group for benchmarking, and applied discretion in final payouts, including reductions to calculated awards to reflect company-specific considerations. The board recommends a FOR vote on the basis that the program motivates and retains leadership, aligns pay with corporate performance, and balances short- and long-term incentives to drive stockholder value. Potential considerations for shareholders include the dual-class capital structure and classified board context that concentrate voting power and may affect governance oversight, as well as the use of non-GAAP measures and committee discretion in final payouts.
Ratify the audit committee’s selection of KPMG LLP as Sprinklr’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 6.3% | 15,641,770 | $122M |
| 2 | BlackRock, Inc. | 5.3% | 13,110,465 | $102M |
| 3 | H Corporate Investors IX, Ltd. | 4.4% | 10,861,506 | $85M |
| 4 | Sachem Head Capital Management LPActivist | 2.3% | 5,745,000 | $45M |
| 5 | Jefferies Financial Group Inc. | 2.2% | 5,590,002 | $43M |
| 6 | Sixth Street Partners Management Company, L.P. | 2.2% | 5,386,501 | $42M |
| 7 | MORGAN STANLEY | 2.1% | 5,194,382 | $40M |
| 8 | STATE STREET CORP | 1.9% | 4,644,014 | $36M |
| 9 | SG Americas Securities, LLC | 1.8% | 4,530,827 | $35M |
| 10 | BlackRock, Inc. | 1.4% | 3,503,595 | $27M |
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