Not independent
Tenure on this board
4.1 yrs
Also a director at
Aptiv PLC (APTV)Smartrent Inc (SMRT)
2 nominees · 3 ballot items.
Elect two Class II directors (Ana G. Pinczuk and Mark J. Barrenechea); ratify Deloitte & Touche LLP as independent auditor for fiscal 2027; approve, on a non-binding advisory basis, the compensation of the named executive officers; and transact any other business that properly comes before the meeting.
Elect Ana G. Pinczuk and Mark J. Barrenechea as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as SentinelOne’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding, advisory approval (say-on-pay) of the compensation of the company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and narrative disclosures).
This management proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives. Management is seeking this vote to obtain stockholder feedback on its pay practices and to demonstrate alignment between executive pay and company performance; the Board and Compensation Committee will consider the outcome when making future compensation decisions. The context includes a pay-for-performance philosophy that shifted a larger portion of executive equity awards toward performance stock units (PSUs) in fiscal 2026 (40% of equity awards versus 25% in the prior year) and the use of multi-metric performance measures—ARR, revenue, and non-GAAP operating margin—across annual cash incentives and PSUs. The company emphasizes long-term orientation and retention through multi-year equity vesting and PSUs that vest based on annual performance tranches over a four-year span; payouts range from 0% to 225% of target depending on achievement. The Compensation Committee engaged an independent consultant and conducted robust stockholder engagement, and it increased PSU weighting in response to investor feedback to strengthen alignment with long-term stockholder value. The proposal is non-binding, which means the Board retains discretion but treats the vote as advisory input; management frames the recommendation by highlighting governance practices such as clawback policy, stock ownership guidelines, and an independent compensation committee. Given recent design changes—greater PSU emphasis, targeted performance metrics, and engagement with major institutional holders—the Board argues that a FOR vote supports continued alignment of executive incentives with strategic goals and sustained value creation. Risks to stockholders include potential disagreements over target calibration or the weight of performance metrics, but management’s disclosure of metrics, peer benchmarking, and the advisory nature of the vote aim to mitigate governance concerns. The Board recommends FOR because it believes the program appropriately ties pay to operational and financial priorities while balancing retention needs and market competitiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.32% | 21,675,195 | $279M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 5.71% | 19,564,227 | $251M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 14,944,082 | $192M |
| 4 | BlackRock, Inc. | 3.12% | 10,679,830 | $138M |
| 5 | FIRST TRUST ADVISORS LP | 2.65% | 9,079,836 | $117M |
| 6 | Legal General Group Plc | 2.58% | 8,827,580 | $114M |
| 7 | Redpoint Management, LLC | 2.55% | 8,734,063 | $112M |
| 8 | BlackRock, Inc. | 2.41% | 8,266,546 | $106M |
| 9 | Caprock Group, LLC | 2.26% | 7,741,372 | $100M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.16% | 7,407,328 | $95M |
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