Item 5.02 Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2022, the Board of Directors (the "Board") of SentinelOne, Inc. (the
"Company") appointed Ana Pinczuk to serve as a member of the Board effective May
10, 2022 (the "Effective Date"). Ms. Pinczuk will serve as a Class II director,
whose term expires at the annual meeting of stockholders to be held in 2023, and
until Ms. Pinczuk's successor shall have been duly elected and qualified, or
until Ms. Pinczuk's earlier death, resignation, disqualification or removal. Ms.
Pinczuk has not yet been appointed to any standing committees of the Board. The
Company will file an amendment to this Form 8-K to disclose any such
appointments after they are made.
Ms. Pinczuk serves as the Chief Development Officer for Anaplan, Inc., a
position she has held since August 2019. Anaplan provides a cloud-based
connected planning platform that helps connect organizations and people to make
better and faster decisions. She joined Anaplan in February 2019 as the Chief
Transformation Officer. Prior to that, she held positions as the President of
Hewlett Packard Enterprise's Pointnext technology services organization, the
Executive Vice President and Chief Product Officer of Veritas Technologies LLC,
a data management provider specializing in information protection, availability,
and insight solutions, and Senior Vice President and General Manager, Backup and
Recovery for Symantec Corporation, all in the period from 2015 to 2018. From
2000 until 2015, Ms. Pinczuk served in various executive positions with Cisco
Systems, Inc., including most recently as Senior Vice President. Prior to
joining Cisco, Ms. Pinczuk spent 15 years with AT&T, Inc., in positions of
increasing responsibility. Ms. Pinczuk earned both undergraduate and graduate
mechanical engineering degrees from Cornell University, an executive master's
degree in technology management from the University of Pennsylvania and a
master's degree in software management from Carnegie Mellon University.
In accordance with the Company's amended and restated Outside Director Program,
as generally disclosed in the Company's final prospectus , dated June 29,
2021, relating to the Company's initial public offering, Ms. Pinczuk is entitled
to (i) an annual cash retainer of $50,000 for service on the Board, (ii)
additional annual cash compensation for committee membership, in each case
payable in quarterly arrears, prorated based on full calendar months served, and
subject to Ms. Pinczuk's continued service, (iii) an initial equity award with
an initial grant date value of $400,000 (the "Initial Award"), and (iv) an
annual equity award with an initial grant date value equal to $225,000 (the
"Annual Award"). Ms. Pinczuk may elect to receive her cash fees in the form of
restricted stock units pursuant to a written election in lieu of cash.
The Initial Award will vest quarterly with respect to 1/12 of the total number
of RSUs subject to the award, so long as Ms. Pinczuk continues to provide
service as an outside director to the Company through each vesting date. The
Annual Award shall fully vest on the earliest of (i) the date of the next annual
meeting of the Company's stockholders, (ii) the date that is one year following
the Annual Award grant date, (iii) Ms. Pinczuk's death, (iv) the date on which
Ms. Pinczuk becomes disabled, or (v) the occurrence of a corporate transaction
(as defined in the Company's 2021 Equity Incentive Plan), in each case so long
as Ms. Pinczuk continues to provide services as an outside director to the
Company through such date.
There are no family relationships between Ms. Pinczuk and any director or
executive officer of the Company and no transaction involving Ms. Pinczuk that
would require disclosure under Item 404(a) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended. In connection with her
appointment, the Company will enter into its standard form of indemnification
agreement with Ms. Pinczuk, a form of which was previously filed with the SEC as
Exhibit 10.1 to the Company's registration statement on Form S-1 (File No.
333-256761 ) on June 3, 2021.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company announcing the appointment
described above is being furnished as Exhibit 99.1 to this filing. The
information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
99.1 Ana Pinczuk Appointed to the SentinelOne Board.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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