SENTINELONE, INC., DEF 14A filed on 5/16/2024
Proxy Statement (definitive)
v3.24.1.1.u2
Cover
12 Months Ended
Jan. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SENTINELONE, INC
Entity Central Index Key 0001583708
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
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) ($)
Net Income (Loss)(8)
($ millions)
Revenue(9) ($ millions)
2024
16,544,08883,237,9067,600,74421,594,21963.06139.33(338.7)621.2
202313,522,362(183,133,426)8,746,750(11,381,739)35.5192.83(378.7)422.2
202295,395,534352,126,2549,324,32117,064,767105.29110.11(271.1)204.8
   
Company Selected Measure Name revenue    
Named Executive Officers, Footnote Mr. Weingarten our CEO, has served as our principal executive officer for the entirety of fiscal 2024, fiscal 2023, and fiscal 2022. Our Non-CEO NEOs for fiscal 2024 were Messrs. Bernhardt, Conder, Smith, and Srivatsan; for fiscal 2023, Messrs. Bernhardt, Conder, Smith, Srivatsan, and Nicholas Warner; and for fiscal 2022, Messrs. Smith and Conder.    
Peer Group Issuers, Footnote The peer group used for the purpose of this disclosure in each covered year is the S&P 500 Information Technology Index which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. This column assumes $100.00 was invested in this peer group on June 30, 2021 (same period as used for footnote (6) above).    
PEO Total Compensation Amount $ 16,544,088 $ 13,522,362 $ 95,395,534
PEO Actually Paid Compensation Amount $ 83,237,906 (183,133,426) 352,126,254
Adjustment To PEO Compensation, Footnote Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Weingarten during the applicable year. The amounts reported in this column for fiscal 2024 were calculated by making the following adjustments to amounts reported for Mr. Weingarten in the “Summary Compensation Table” in the “Total” column, in accordance with Item 402(v) of Regulation S-K:
a.We deducted $15.1 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards.
b.We added $36.3 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of the fiscal year.
c.We added $39.3 million representing the change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the fiscal year.
d.We added $2.2 million representing the change in fair value of awards that were granted and vested in the same fiscal year.
e.We added $3.9 million representing the change in fair value for awards granted in prior years that vested in the fiscal year.
PSU awards granted in fiscal 2024 failed to meet vesting conditions as of January 31, 2024 and therefore are not included in the table above. No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions.
   
Non-PEO NEO Average Total Compensation Amount $ 7,600,744 8,746,750 9,324,321
Non-PEO NEO Average Compensation Actually Paid Amount $ 21,594,219 (11,381,739) 17,064,767
Adjustment to Non-PEO NEO Compensation Footnote Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The amounts reported in this column for fiscal 2024 were calculated by making the following adjustments to average total compensation for the Non-CEO NEOs, using the same methodology described above in footnote (3):
a.We deducted $6.8 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards.
b.We added $16.5 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of the fiscal year.
c.We added $2.9 million representing the change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the fiscal year.
d.We added $1.0 million representing the change in fair value of awards that were granted and vested in the same fiscal year.
e.We added $0.4 million representing the change in fair value for awards granted in prior years that vested in the fiscal year.
No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions.
   
Compensation Actually Paid vs. Total Shareholder Return
CAP versus TSR
Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to total shareholder return of both our Class A common stock and the S&P 500 Information Technology Index.
CAP vs TSR.jpg
   
Compensation Actually Paid vs. Net Income
CAP versus Net Income (Loss)
Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to our net income (loss).
CAP vs Net Income.jpg
   
Compensation Actually Paid vs. Company Selected Measure
CAP versus Company-Selected Measure
Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to our revenue.
Cap vs Revenue.jpg
   
Total Shareholder Return Vs Peer Group
CAP versus TSR
Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to total shareholder return of both our Class A common stock and the S&P 500 Information Technology Index.
CAP vs TSR.jpg
   
Tabular List, Table
Financial Performance Measures
Revenue
ARR
Non-GAAP Operating Income Margin
Stock Price
   
Total Shareholder Return Amount $ 63.06 35.51 105.29
Peer Group Total Shareholder Return Amount 139.33 92.83 110.11
Net Income (Loss) $ (338,700,000) $ (378,700,000) $ (271,100,000)
Company Selected Measure Amount 621,200,000 422,200,000 204,800,000
PEO Name Mr. Weingarten    
Additional 402(v) Disclosure Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our CEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-CEO NEOs.Represents, for each applicable year, the average of the amounts reported in the “Summary Compensation Table” in the “Total” column for the Non-CEO NEOs as a group. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for fiscal 2024, Messrs. Bernhardt, Conder, Smith, and Srivatsan; for fiscal 2023, Messrs. Bernhardt, Conder, Smith, Srivatsan, and Warner; and for fiscal 2022, Messrs. Smith and Conder. Mr. Warner received a lump sum severance payment of $225,000 in fiscal 2023 in connection with his resignation on November 7, 2022.Assumes an initial investment of $100.00 in our Class A common stock on June 30, 2021, the date of our initial public offering. Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. The amounts shown reflect the net loss reported in our audited financial statements for the applicable fiscal year.We selected revenue as our company-selected measure because in fiscal 2024, the annual bonus was linked to revenue.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 2      
Pay vs Performance Disclosure      
Name ARR    
Measure:: 3      
Pay vs Performance Disclosure      
Name Non-GAAP Operating Income Margin    
Measure:: 4      
Pay vs Performance Disclosure      
Name Stock Price    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (15,100,000)    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 36,300,000    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 39,300,000    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,200,000    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,900,000    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (6,800,000)    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 16,500,000    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,900,000    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,000,000    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 400,000