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SentinelOne, Inc.

For the period ended Jan 31, 2025. Filed May 14, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 31, 2025 · Filed May 14, 2025

S$21.77+1.6%Stored close · as of Nov 6, 2026
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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 Registrantý

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 2025 Annual Meeting of Stockholders

To be held virtually at 9:00 a.m., Pacific Time, on Wednesday, June 25, 2025

To Stockholders of SentinelOne, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of

SentinelOne, Inc., a Delaware corporation (the “Company”), to be held virtually on Wednesday, June 25, 2025 at

9:00 a.m., Pacific Time. You may attend the Annual Meeting via live webcast, submit questions, and vote online by

visitingwww.virtualshareholdermeeting.com/S2025 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 Class I directors, the nominees named in our proxy statement, to serve until the 2028 annual meeting of stockholders and until his 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, 2026.✓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 transact any other business that properly comes before the Annual Meeting.

Our Board of Directors has fixed the close of business on April 30, 2025 as the record date for the Annual

Meeting. Only stockholders of record at the close of business on April 30, 2025 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 14, 2025, 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 ONWEDNESDAY, JUNE 25, 2025: OUR PROXY STATEMENT AND

OUR ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

i

TABLE OF CONTENTS

Page
General Information ..........................................................................................................................................1
Questions and Answers .....................................................................................................................................2
Board of Directors and Corporate Governance ................................................................................................9
Compensation of Non-Employee Directors .................................................................................................19
Corporate Responsibility and Sustainability .....................................................................................................23
Proposal No. 1: Election of Directors ...............................................................................................................26
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm ................27
Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers ...............................29
Executive Officers ...........................................................................................................................................30
Executive Compensation .................................................................................................................................31
Compensation Discussion and Analysis ....................................................................................................31
Executive Compensation Tables ...............................................................................................................43
CEO Pay Ratio ...........................................................................................................................................51
Pay Versus Performance ............................................................................................................................52
Related Person Transactions .............................................................................................................................58
Security Ownership ..........................................................................................................................................59
Other Matters ...................................................................................................................................................62
Stockholder Proposal Deadlines for 2026 Annual Meeting of Stockholders ...................................................63
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.