DEF 14A of Sprinklr, Inc., May 5, 2023

DEF 14A of Sprinklr, Inc.

Filed May 5, 2023 · FY20230001140361-23-023208

Open on EDGAR

  1. TO ELECT THREE CLASS II DIRECTORS

    TO ELECT THREE CLASS II DIRECTORS

  2. General

    General Our amended and restated certificate of incorporation provides for a classified board consisting of three classes of directors. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Sprinklr. Our board of directors currently consists of eight members. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. There are three directors in Class II whose term of office expires in 2023. Upon the recommendation of the nominating and corporate governance committee, our board of directors has nominated the following three individuals for election as directors at the Annual Meeting:

  3. General

    | • | Neeraj Agrawal |

  4. General

    | • | Edwin Gillis |

  5. General

    | • | Yvette Kanouff |

  6. General

    Each of Mr. Agrawal, Mr. Gillis and Ms. Kanouff is currently a member of our board of directors and has been nominated for re-election to serve as a Class II director. Each of these nominees has agreed to stand for re-election at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. Our board of directors seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, our nominating and corporate governance committee has identified and evaluated nominees in the broader context of the board’s overall composition, with the goal of recruiting members who possess relevant expertise and experience upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of Sprinklr, demonstrate excellence in his or her field, have the ability to exercise sound business judgment, have experience as a board member or executive officer of another publicly held company and have the commitment to rigorously represent the long-term interests of our stockholders. There are no arrangements or understandings between any director and other person pursuant to which such director was selected as a member of our board of directors, except for Mr. Wasim, who was selected pursuant to a contractual right held by H&F Splash Holdings IX, L.P. See “Transactions with Related Persons—H&F Letter Agreement” for more information. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led our nominating and corporate governance committee to believe that that nominee should continue to serve on our board of directors. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Our board of directors recommends voting “FOR” each Class II Director nominee named above, each of whom shall serve until the Annual Meeting of Stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal.

  7. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS Our board of directors currently consists of eight members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. The following table sets forth, for the Class II nominees and our other directors, their ages and position or office held with us as of the date of this proxy statement:

  8. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position | Director Since | | Class II director nominees for election at the 2023 Annual Meeting of Stockholders | | | | | Neeraj Agrawal | 50 | Director | 2011 | | Edwin Gillis | 74 | Director | 2015 | | Yvette Kanouff | 57 | Director | 2018 | | Class III directors continuing in office until the 2024 Annual Meeting of Stockholders | | | | | John Chambers | 73 | Director | 2017 | | Eileen Schloss | 69 | Director | 2022 | | Tarim Wasim | 45 | Director | 2020 | | Class I directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Ragy Thomas | 49 | Founder, Chairman and Chief Executive Officer | 2009 | | Kevin Haverty | 57 | Director | 2022 |

  9. Biographical Information

    Biographical Information Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend him or her for board service. Nominees for Election at the 2023 Annual Meeting of Stockholders Neeraj Agrawal has served as a member of our board of directors since August 2011. Mr. Agrawal is a General Partner at Battery Ventures, a global technology-focused investment firm, where he has worked since August 2000. Mr. Agrawal serves on the board of directors of several private technology companies, including Dataiku, Inc., Pendo, Inc., Tealium, Inc. and Workato, Inc. He is a member of the board of directors of Braze, Inc. and was previously a member of the boards of directors of Amplitude, Inc., Bazaarvoice, Inc., Coupa Software Incorporated, Marketo, Inc. and Wayfair, Inc. Mr. Agrawal holds a B.S. in Computer Science from Cornell University and an M.B.A. from Harvard Business School. We believe that Mr. Agrawal is qualified to serve as a director based on his extensive business experience in the software and web services industries, his experience in venture capital and his service as a director of various public and private companies. Edwin Gillis has served as a member of our board of directors since November 2015. Mr. Gillis also has been a member of the board of directors of Teradyne, Inc. since October 2006, and he currently serves as audit committee chair. He previously served on the boards of directors of LogMeIn, Inc. from November 2007 to September 2020, Sophos Group PLC from October 2009 to September 2017 and Responsys, Inc. from March 2011 until it was acquired by Oracle Corporation in February 2014. His other board positions have included AppNexus, Bladelogic, EqualLogic, Endeca, Insidesales.com, Plex and Trizetto. Mr. Gillis also has held executive advisory and financial leadership roles at companies including Avaya Inc., Lotus Development Corporation, Skype, Symantec Corporation (NortonLifeLock), PTC Inc. and Veritas Software Corporation. He also was a certified public accountant and a partner at Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers). Mr. Gillis received a B.A. in Government from Clark University, an M.A. in International Relations from the University of Southern California and an M.B.A. from the Harvard Business School. We believe that Mr. Gillis is qualified to serve as a director because of his financial and accounting expertise, as well as his extensive experience on public company boards of directors and as a senior executive of publicly held and private technology companies. Yvette Kanouff has served as a member of our board of directors since August 2018. Ms. Kanouff also has been a Partner and the Chief Technology Officer of JC2 Ventures LLC since July 2019, where she also serves as advisor and board member to various private companies. She previously held various positions at Cisco Systems, Inc. from June 2014 to June 2019 and was most recently senior vice president and general manager of its service provider business. Prior to joining Cisco, Ms. Kanouff served in executive positions at Cablevision Systems, SeaChange International, and Time Warner Cable. She serves on the public boards of Amdocs Limited, Entegris, Inc. and Science Applications International Corp. She holds a B.S. and M.S. in Mathematics from the University of Central Florida and received her Corporate Director Certificate from Harvard Business School in 2022. We believe that Ms. Kanouff is qualified to serve as a member of our board of directors because she has more than 20 years of service provider, media and software experience. Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders John Chambers has served as a member of our board of directors since September 2017. He also is the Chief Executive Officer of JC2 Ventures, a venture firm that he founded in January 2018. Previously, Mr. Chambers spent more than 25 years at Cisco Systems, Inc., where he served as Chief Executive Officer from 1995 to July 2015 and Executive Chairman from July 2015 until December 2017, and where he currently holds the title of Chairman Emeritus. Mr. Chambers also is the Chairman of the US-India Strategic Partnership Forum (USISPF) and Global Ambassador of the French Tech, as appointed by President Emmanuel Macron of France. Mr. Chambers also currently serves on the board of directors of Bloom Energy Corporation. Mr. Chambers holds a B.S. in Business Administration and a J.D. from West Virginia University, as well as an M.B.A. in Finance and Management from Indiana University. We believe that Mr. Chambers is qualified to serve as a member of our board of directors because of his significant experience in the international technology industry and related public sector roles, including his leadership of a multinational technology conglomerate. Eileen Schloss has served as a member of our board of directors since January 2022. Ms. Schloss has served as an Operations Advisor to Advent International Corporation since December 2019. Prior to joining Advent, Ms. Schloss was the Executive Vice President, Human Resources and Real Estate for Medidata Solutions, Inc. from 2012 to March 2017. Ms. Schloss also has served as Executive Vice President, Human Resources for Rovi Corporation from 2007 to 2012, and as Vice President, Administration for Caspian Networks, Inc. from 2002 to 2006. Ms. Schloss currently serves on the board of directors of Alteryx, Inc., where she is chair of the compensation committee and a member of the nominating and corporate governance committee; CCC Intelligent Solutions, Inc., where she is chair of the compensation committee; and Sharethrough, Inc., where she is the chair of the human resources and compensation committee. Ms. Schloss holds a B.S. in Organizational Behavior from the University of San Francisco and a M.S. in Technology Management from Pepperdine University. We believe that Ms. Schloss is qualified to serve as a member of our board of directors because of her extensive experience with acquisitions, divestitures, change initiatives, and compensation decisions. Tarim Wasim has served as a member of our board of directors since October 2020. Mr. Wasim is a Partner at Hellman & Friedman LLC where he focuses on the software, Internet and services sectors. Mr. Wasim also serves as a member of the boards of directors of Checkmarx Ltd., Curriculum Associates, LLC and Genesys Cloud Services. Mr. Wasim previously served on the boards of directors of AlixPartners, LLP, Internet Brands, Inc., Renaissance Learning, Inc. and SimpliSafe, Inc. Prior to joining Hellman & Friedman in 2005, Mr. Wasim was employed by Bain Capital and worked as a consultant at Bain & Company. He received an A.B in Engineering from Dartmouth College and an M.B.A. from the Harvard Business School. We believe that Mr. Wasim is qualified to serve as a member of our board of directors because of his extensive knowledge of the software sector, as well as his experience serving as a director of multiple Hellman & Friedman portfolio companies. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  10. Biographical Information

    Ragy Thomas has been our Chief Executive Officer and Chairman of our board of directors since founding Sprinklr in September 2009. Previously, Mr. Thomas held various positions with Epsilon, a division of Alliance Data Systems Corp. now owned by Publicis Groupe, where he was most recently the president of interactive services from September 2006 to June 2008. From 2001 to 2005, Mr. Thomas also was the chief technology officer of Bigfoot Interactive, an email communications company acquired by Epsilon. Mr. Thomas earned an M.B.A. in Finance and Information Systems from the New York University Leonard N. Stern School of Business and a Computer Science Engineering degree from Pondicherry University in India. We believe that Mr. Thomas is qualified to serve as a member of our board of directors because of his experience building and leading businesses and his insight into corporate matters as our Founder, Chairman and Chief Executive Officer. Kevin Haverty has served as a member of our board of directors since December 2022. Mr. Haverty currently is the Senior Advisor to the CEO at ServiceNow Inc. Previously, he served as the Chief Revenue Officer and the Executive Vice President of Worldwide Sales and other senior positions from December 2011 to the present at ServiceNow. From January 2010 to December 2011, Mr. Haverty served as Vice President, Americas Sales of the Backup Recovery Systems division of Dell EMC (formerly EMC Corporation). From June 2006 to January 2010, Mr. Haverty held senior positions at Data Domain (through its acquisition by EMC), including Vice President of Americas Sales. Mr. Haverty holds a B.A. degree in Political Science from Providence College and was a US Army ROTC Distinguished Military Graduate. He served ten years in the US Army National Guard and is a veteran of the Gulf War, Operation Desert Storm. We believe that Mr. Haverty is qualified to serve as a member of our board of directors because of his extensive knowledge of the technology industry, including his role in senior positions at a major software company.

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. Executive Summary

    | • | For our non-equity incentive plan, each participant has a target annual performance incentive opportunity that corresponds to the achievement of 100% of the corporate performance goals. Our compensation committee established “Net New ARR Bookings” and “Non-GAAP Operating Income” as the corporate performance goals applicable to the fiscal year 2023 plan year. The target annual performance-based bonus award opportunities of our NEOs generally were determined by our compensation committee in the first quarter of fiscal year 2023 and expressed as a percentage of their annual base salary, ranging from 55% to 100%. For the fiscal 2023 plan year, payouts based on the performance relative to the corporate performance goals resulted in a range of approximately 34.7% to 102.2% of target incentive, with Messrs. Ohls and Pattabhiraman below 100% due to pro-ration for time in the bonus plan. |

  13. Executive Summary

    | • | Equity grants are determined by our compensation committee based on a number of factors, including current corporate and individual performance, chief executive officer’s recommendations, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives, and with reference to an analysis of competitive market data prepared by Compensia, Inc. (“Compensia”), our independent compensation consultant. In fiscal year 2023, we approved annual equity awards for our NEOs in the form of restricted stock units (“RSUs”) that vest over a four-year period. The number of RSUs granted ranged from 250,000 to 566,706 shares. For the fiscal 2023 year, Messrs. Sarin and Ohls received an annual equity grant in addition to non-annual grants. Mr. Sarin received a new hire equity grant of 316,706 RSUs and Mr. Ohls received a grant of 333,333 RSUs in connection with his promotion. Mr. Pattabhiraman received a grant of 329,489 RSUs in connection with his hire and an additional new hire award of 41,186 RSUs per the terms of his employment agreement. |

  14. Executive Summary

    | What we do: | | | ✔ | Award annual incentive compensation subject to the achievement of pre-determined performance goals | | ✔ | Incorporate payout caps for performance-based incentives | | ✔ | Responsible use of shares under our long-term incentive program | | ✔ | Maintain an executive severance policy | | ✔ | Consider guidance from an independent and experienced compensation consultant | | ✔ | Assess risks of our compensation program |

  15. Executive Summary

    | What we do not do: | | | ✘ | No guaranteed bonus payouts | | ✘ | No hedging of our stock | | ✘ | No pledging of our stock | | ✘ | No excise tax gross-ups | | ✘ | No excessive perquisites | | ✘ | No supplemental executive retirement plans |

  16. Executive Summary

    | • | create a fair, reasonable and balanced compensation program that rewards executives’ performance and contributions to our short- and long-term business results, while closely aligning the interests of the executives with those of our stockholders; and |

  17. Executive Summary

    | • | utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focused on sustained share price appreciation; and |

  18. Executive Summary

    | • | utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. |

  19. Executive Summary

    | Element of Compensation | Objectives | Key Features | | | | and experience, qualifications and skills) and by reference to market data provided by Compensia. | | Non-Equity Incentive Plan Compensation (variable compensation) | Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. | Our compensation committee adopted a senior executive bonus plan (the “Bonus Plan”) in September 2022. The Bonus Plan generally provides our eligible executives, including our NEOs, an opportunity to earn annual cash bonus payments contingent upon the attainment of certain performance targets as established by our compensation committee. Eligible executives are assigned a portion of the total bonus pool, with the total bonus pool determined by our compensation committee based on achievement of “Net New ARR Bookings” (as defined in the Bonus Plan, weighted at 80%) and Non-GAAP Operating Income (as defined in the Bonus Plan, weighted at 20%). The funding of the bonus pool, as a percentage of the target bonus pool, is the “corporate funding factor.” Each bonus payout is then prorated for compensation changes and time in the Bonus Plan during the fiscal year. Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually at the beginning of the fiscal year and determined based upon a review of competitive market data drawn from the peer group and broad compensation surveys. | | Equity-Based Incentive Awards (equity grant) | Motivates and rewards for long-term company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity opportunities generally are reviewed and determined at the beginning of each fiscal year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Compensia. |

  20. How We Determine Executive Compensation

    | • | amending the group of peer companies to use as a reference in making executive compensation decisions; |

  21. How We Determine Executive Compensation

    | • | reviewing our director compensation policies and practices; and |

  22. How We Determine Executive Compensation

    The compensation committee has the sole authority to engage and terminate Compensia’s services, as well as to approve its compensation. Compensia provides market assessments and advises our compensation committee but has no authority to make compensation decisions on behalf of our compensation committee or Sprinklr. Compensia reports to our compensation committee and has direct access to the chairperson and the other members of our compensation committee. Use of Competitive Market Compensation Data Our compensation committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our compensation committee works annually with Compensia to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. Our compensation committee believes that the peer and market data provided by Compensia, along with other factors, are important reference points when setting compensation for our NEOs because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. Fiscal Year 2023 Peer Group In September 2021, Compensia proposed, and our compensation committee approved, a group of companies that would be appropriate peers for fiscal year 2023 compensation decisions, based on the following criteria: Sector: We focused on information technology companies based in the United States;

  23. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | NEO(1) | FY23 Target Bonus Opportunity (% of base salary) | FY23 Target Bonus Opportunity ($) | | Ragy Thomas | 100% | $537,068 | | Manish Sarin | 90% | $412,599 | | Paul Ohls(2) | 90% | $127,700 | | Arunkumar Pattabhiraman(3) | 55% | $155,375 | | Pavitar Singh(4) | 90% | $410,951 | | Luca Lazzaron(5) | 90% | $447,311 |

  24. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (1) Target bonus opportunities were calculated based on prorated salary compensation for each of Messrs. Thomas, Sarin, Singh and Lazzaron, taking into account their salaries from February through March 2022 and new fiscal year 2023 salaries effective April 1, 2022. |

  25. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (2) Prorated target bonus opportunity based upon prorated salary compensation for Mr. Ohls, who received a salary increase in connection with his promotion to Chief Revenue Officer effective October 1, 2022. Previously, Mr. Ohls’s base salary was $350,000. |

  26. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | Corporate Performance Goal | Payout Formula(3) | Weight | Actual Achievement | Weighted Payout Percentage | | Net New ARR Bookings(1) | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | 80% | 96% | 77% | | Non-GAAP Operating Income(2) | • Less than threshold achievement (80% of target): no payout • Target achievement (100% of target): 100% payout funding • Maximum achievement: 140% payout funding | 20% | 132% | 26% | | Total | | | | 103% |

  27. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (3) For Net New ARR Bookings, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. For Non-GAAP Operating Income, payout funding for achievement between threshold, target and maximum achievement levels was determined under the following payout scale: for achievement levels between threshold and target, 10% payout funding would occur for each 10% of achievement above threshold; for achievement levels between target and maximum, the 100% target payout funding would be increased by 10% payout funding for each 10% of achievement above target; in each case with linear interpolation between such levels. |

  28. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | NEO | Amount Paid Under Bonus Plan for FY23 ($) | | Ragy Thomas(1) | $553,181 | | Manish Sarin(2) | $424,977 | | Paul Ohls(3) | $131,531 | | Arunkumar Pattabhiraman(4) | $160,037 | | Pavitar Singh(5) | $423,279 | | Luca Lazzaron(6) | — |

  29. Elements of Our Fiscal Year 2023 Executive Compensation Program

    Commission Incentive Plan for Paul Ohls Prior to his promotion to Chief Revenue Officer, Mr. Ohls was participating in our commission incentive plan for fiscal year 2023. During his participation in the commission incentive plan, his target incentive was 100% of his base salary at $350,000. The target incentive was based on the quota attainment of Net New APR, weighted at 70% and Management by Objective of sales headcount attainment and ramped-up sales headcount, weighted at 30%. Based on Mr. Ohls’s achievement of these goals at 92.87% and 100%, respectively, he recieved $309,007 under our commission incentive plan for fiscal year 2023. Effective October 1, 2022, Mr. Ohls became eligible to participate in our Bonus Plan and was no longer eligible to participate in our commission incentive plan. Equity-Based Incentive Awards Prior to our initial public offering (our “IPO”), all of the stock options we granted were made pursuant to our 2011 Equity Incentive Plan (the “2011 Plan”). Following our IPO, all of the equity incentive awards have been and will be granted under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”), under which we may grant equity incentive awards to our directors, employees and consultants, and our affiliates, to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. Individual grants are determined by our compensation committee based on a number of factors, including current corporate and individual performance, chief executive officer’s recommendations, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives, and with reference to an analysis of competitive market data prepared by Compensia. We generally align the timing of our annual equity awards to the NEOs with the annual performance evaluations of those officers. In fiscal year 2023, we approved annual equity awards to our NEOs in the form of RSUs because RSUs were the most prevalent market practice among our peer group and they provided strong retention in the current market. The annual equity awards, which were approved in March of 2022 and had a grant date aligned with the opening of our trading window, vest over a four-year period, with one-fourth of the RSUs vesting on March 15, 2023, and one-twelfth of the remaining RSUs vesting on each subsequent June 15, September 15, December 15 and March 15 (each such date, a “Quarterly Vesting Date”) thereafter, subject to the NEO’s continuous service on each such vesting date. Equity awards also may be made by our compensation committee to our NEOs at the time of hire or from time to time to incentivize and reward certain performance and/or to provide additional retention value. The equity award value, vesting requirements and type of award for these ad hoc grants may vary depending on the purpose of the grant. All equity awards to the NEOs must be granted during an open trading window. The following table sets forth the RSUs granted to our NEOs in fiscal year 2023:

  30. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | NEO | RSUs Granted (# of shares) | | Ragy Thomas | 500,000 | | Manish Sarin(1) | 566,706 | | Paul Ohls(2) | 441,949 | | Arunkumar Pattabhiraman(3) | 370,675 | | Pavitar Singh | 250,000 | | Luca Lazzaron | 250,000 |

  31. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (1) Consists of a new hire award of 316,706 RSUs and an annual refresh award of 172,711 RSUs per the terms of his employment agreement (each with a March 15, 2022 grant date) and an additional new hire award of 77,289 RSUs (grant date June 17, 2022). |

  32. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (2) Consists of an annual refresh award of 108,616 RSUs (grant date April 15, 2022) and a secondary award of 333,333 RSUs in connection with his promotion to Chief Revenue Officer (grant date December 15, 2022). |

  33. Elements of Our Fiscal Year 2023 Executive Compensation Program

    | (3) Consists of a new hire award of 329,489 RSUs and an additional new hire award of 41,186 RSUs per the terms of his employment agreement (each with a June 17, 2022 grant date). |

  34. Other Features of Our Compensation Program

    Other Features of Our Compensation Program Employment Offer Letters We have entered into offer letters with each of our NEOs. Each of these agreements established the NEO’s initial base salary, initial target annual bonus opportunity, initial equity grant for Mr. Ohls and, as applicable for Messrs. Pattabhiraman and Sarin, respectively, a one-time signing bonuses and eligibility to receive a refresh equity award. The base salaries, annual bonus opportunities and equity awards of our executive officers, including our NEOs, are reviewed annually by our compensation committee; the amounts effective for fiscal year 2023 are described above in this Compensation Discussion and Analysis. Severance and Change in Control Benefits In May 2019, our board of directors approved change of control and severance benefits for our NEOs and other key employees (collectively, “participants”), pursuant to our Severance and Change in Control Plan (the “Severance Plan”). Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his term of service, including unpaid salary, benefits and other compensation entitlements. The Severance Plan provides that if we terminate an NEO’s employment outside of the period beginning three (3) months prior to and ending 12 months after a “change in control” (as defined in the Severance Plan) (such period, the “change in control period”) other than for “cause” (as defined in the Severance Plan), death or disability, the executive officer will receive the following:

  35. Other Features of Our Compensation Program

    | • | a lump sum pro rata payment of the executive’s target annual bonus for the year of termination; and |

  36. Other Features of Our Compensation Program

    The Severance Plan provides that if an executive officer’s employment is terminated during the change in control period either by us other than for cause, death or disability or by the executive officer due to a “constructive termination” (as defined within the officer’s participation agreement), the executive officer will receive the following:

  37. Other Features of Our Compensation Program

    | • | a lump sum equal to 100% of the executive’s target annual bonus for the year of termination (150% for Mr. Thomas); |

  38. Other Features of Our Compensation Program

    | • | 100% acceleration of unvested time-based equity awards; and |

  39. Other Features of Our Compensation Program

    Any performance vested equity awards will be subject to the terms and conditions of the award agreements for such vested performance awards. The Severance Plan provides that if any payments or benefits received by a participant under the Severance Plan or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher. The Severance Plan does not require us to provide any tax gross-ups. To receive the severance described above, the participant must sign and not revoke our standard separation agreement and release of claims within the timeframe that is set forth in the Severance Plan. For a more detailed description of the Severance Plan and each of our NEO’s payment and benefits upon a termination or change in control, see the “Potential Payments upon Termination or Change in Control” table under “Executive Compensation Tables.” 401(k) Plan Our NEOs are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (“Roth”) basis, up to the statutorily prescribed annual limits on contributions under the Code. We may make discretionary matching contributions for the plan year ending December 31st, based on employee deferrals for the plan year. For the 2022 plan year, we made matching contributions equal to 30% of a participant’s eligible compensation up to the first 4% of such person’s elected deferral. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Health/Welfare Plans Our NEOs are eligible to participate in all of our benefit plans, such as the 401(k) plan (see the section above titled “401(k) Plan”), medical, dental, vision, disability and life insurance, in each case generally on the same basis as other employees. We do not currently have qualified or nonqualified defined benefit plans or deferred compensation plans, nor do we offer pension or other retirement benefits, other than our 401(k) plan. Our compensation committee may elect to adopt such plans in the future if it determines that doing so is in our best interests. Perquisites We provide certain perquisites to our executive officers, principally to allow them to devote more time to our business and to promote their health and safety. Our NEOs may participate in an annual executive physical program that provides each of them with a comprehensive health and wellness examination that goes beyond the standard physical examinations covered by most insurance programs with the goal of reducing the risk for a significant business disruption by striving to prevent and/or timely treat executive illness. Our chief executive officer is provided with security and transportation when in the New York metro area. This transportation service provides the necessary security for, and maintains the health and safety of, our chief executive officer and enables him to conduct business on behalf of Sprinklr while in transit. The incremental cost to Sprinklr of expenses related to the use of the driver by Mr. Thomas is reflected in the “All Other Compensation” column in the “Summary Compensation” table under “Executive Compensation Tables,” but the compensation committee does not consider this cost as a personal benefit to Mr. Thomas because it serves a business purpose arising from his employment as chief executive officer. In addition, we may from time to time provide reasonable relocation or signing bonuses to our NEOs as our compensation committee determines appropriate to assist such individuals to commence employment with us.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last three fiscal years ended January 31, 2023, 2022 and 2021 regarding compensation awarded to or paid to, or earned by, our NEOs.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(5) | Bonus ($) | Stock Awards ($)(7)(8) | Option Awards ($)(7)(8) | Non-Equity Incentive Compensation ($)(9) | All Other Compensation ($)(10) | Total ($) | | Ragy Thomas Founder, Chairman and Chief Executive Officer | 2023 | 536,666 | — | 6,905,000 | — | 553,181 | 106,855 | 8,101,702 | | | 2022 | 470,000 | — | — | — | 560,240 | 87,578(11) | 1,117,818 | | | 2021 | 455,000 | — | 639,000 | 3,333,000 | 728,066 | 88,050(12) | 5,243,116 | | Manish Sarin(1) Chief Financial Officer | 2023 | 458,333 | — | 6,226,287 | — | 424,977 | 4,524 | 7,114,121 | | Paul Ohls(2) Chief Revenue Officer | 2023 | 373,684 | — | 4,463,317 | — | 440,538 | 4,396 | 5,281,935 | | Arunkumar Pattabhiraman(3) Chief Marketing Officer | 2023 | 280,107 | 159,380(6) | 3,806,832 | — | 160,037 | 228 | 4,406,584 | | Pavitar Singh Chief Technology Officer | 2023 | 456,502 | — | 3,452,500 | — | 423,279 | — | 4,332,281 | | | 2022 | 438,339 | — | — | — | 470,250 | — | 908,589 | | Luca Lazzaron(4) Former Chief Revenue Officer | 2023 | 455,154 | — | 3,452,500 | — | — | 661,695 | 4,569,349 | | | 2022 | 477,752 | — | — | — | 512,498 | — | 990,250 | | | 2021 | 459,200 | 580,945 | 532,500 | 2,871,000 | 649,600 | — | 5,093,245 |

  42. Summary Compensation Table

    | (1) Mr. Sarin was hired as our Chief Financial Officer effective January 24, 2022, and, as such, was not an NEO for fiscal years 2021 or 2022. |

  43. Summary Compensation Table

    | (2) Mr. Ohls was not an NEO for fiscal years 2021 or 2022. |

  44. Summary Compensation Table

    | (3) Mr. Pattabhiraman was hired as our Chief Marketing Officer effective May 10, 2022, and, as such, was not an NEO for fiscal years 2021 or 2022. |

  45. Summary Compensation Table

    | (4) Mr. Lazzaron stepped down from the Chief Revenue Officer position effective October 1, 2022 and terminated service as an employee on December 31, 2022. |

  46. Summary Compensation Table

    | (5) The base salary and non-equity incentive plan compensation for Mr. Lazzaron for the fiscal year ended January 31, 2023 reflect the conversion from CHF to USD using the exchange rates of CHF 1 to USD 1.084130 as of January 31, 2023. The base salary and non-equity incentive plan compensation for Mr. Singh for the fiscal year ended January 31, 2023 reflects the conversion from AED to USD using the exchange rate of AED 1 to USD 0.2722 as of January 31, 2023. The base salary, bonus and non-equity incentive plan compensation for Mr. Pattabhiraman for the fiscal year ended January 31, 2023 reflects the conversion from INR to USD using the exchange rate of INR 1 to USD 0.01226 as of January 31, 2023. |

  47. Summary Compensation Table

    | (6) Reflects a one-time signing bonus, which is subject to recovery if Mr. Pattabhiraman resigns or is terminated for cause within one year of date of employment. |

  48. Summary Compensation Table

    | (7) Amounts reported represent the aggregate grant date fair value of the stock awards and stock option awards to our NEOs during the years presented, calculated in accordance with the FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the stock awards and stock options reported in these columns are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. This amount does not reflect the actual economic value that may be realized by the NEO. |

  49. Summary Compensation Table

    | (8) Refer to the section titled “—Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. |

  50. Summary Compensation Table

    | (9) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company and individual performance goals and other factors deemed relevant by our board of directors and compensation committee. For additional information, see the section titled “—Compensation Discussion and Analysis—Non-Equity Incentive Plan Compensation.” Mr. Ohls received a bonus of $131,531 under the Bonus Plan for fiscal year 2023, which was prorated for his time starting October 1, 2022. In addition, Mr. Ohls received commission incentive payments equal to $309,007 in fiscal year 2023. |

  51. Summary Compensation Table

    | (10) Amounts reported for the fiscal year ended January 31, 2023 reflect the following: |

  52. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contributions ($) | Life Insurance Premiums ($) | Severance Payments ($)(a) | Other(b) | | Ragy Thomas | 3,660 | 919 | — | 102,276 | | Manish Sarin | 3,660 | 864 | — | — | | Paul Ohls | 3,660 | 736 | — | — | | Arunkumar Pattabhiraman | — | 228 | — | — | | Pavitar Singh | — | — | — | — | | Luca Lazzaron | — | — | 661,695 | — |

  53. Summary Compensation Table

    | (a) Includes $250,434 relating to six months of base salary severance and $411,261 relating to a severance bonus payment of an amount equal to the prorated target annual bonus for fiscal year 2023, based on the number of days Mr. Lazzaron was employed by us. The base salary and bonus severance payments to Mr. Lazzaron reflect the conversion from CHF to USD using the exchange rates of CHF 1 to USD 1.084130 as of January 31, 2023. |

  54. Summary Compensation Table

    | (b) Includes perquisites for Mr. Thomas of $7,000 for an executive health physical, $5,125 for gas, parking and tolls incurred for the business use of Mr. Thomas’s personal car and $90,151 related to costs associated with Mr. Thomas’s security and transportation during fiscal year 2023. |

  55. Summary Compensation Table

    | (11) The “All Other Compensation” and “Total” amounts for Mr. Thomas have been adjusted compared to prior disclosure to reflect an additional $87,078 related to costs associated with Mr. Thomas’s transportation during fiscal year 2022, which were inadvertently omitted from the Summary Compensation Table in last year’s proxy statement. |

  56. Summary Compensation Table

    | (12) The “All Other Compensation” and “Total” amounts for Mr. Thomas have been adjusted compared to prior disclosure to reflect an additional $87,550 related to costs associated with Mr. Thomas’s transportation during fiscal year 2021, which were inadvertently omitted from the Summary Compensation Table in last year’s proxy statement. |

  57. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our NEOs during the fiscal year ended January 31, 2023. All awards were pursuant to our 2021 Plan.

  58. Grants of Plan-Based Awards

    | Name | Grant Type | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Ragy Thomas | Annual Cash | | $429,655 | $537,068 | $751,896 | | | | | RSU | 04/11/2022 | — | | | 500,000(3) | $6,905,000 | | Manish Sarin | Annual Cash | | $330,080 | $412,599 | $577,639 | | | | | RSU | 03/15/2022 | — | | | 316,706(3) | $3,515,437 | | | RSU | 03/15/2022 | — | | | 172,711(4) | $1,917,092 | | | RSU | 06/17/2022 | — | | | 77,289(3) | $793,758 | | Paul Ohls | Annual Cash | | $102,160 | $127,700 | $178,780 | | | | | RSU | 04/15/2022 | — | | | 108,616(3) | $1,499,987 | | | RSU | 12/15/2022 | | | | 333,333(5) | $2,963,330 | | Arunkumar Pattabhiraman | Annual Cash | | $124,300 | $155,375 | $217,525 | | | | | RSU | 06/17/2022 | — | | | 329,489(6) | $3,383,852 | | | RSU | 06/17/2022 | — | | | 41,186(7) | $422,980 | | Pavitar Singh | Annual Cash | | $328,761 | $410,951 | $575,331 | | | | | RSU | 04/11/2022 | — | | | 250,000(3) | $3,452,500 | | Luca Lazzaron | Annual Cash | | $357,849 | $447,311 | $626,236 | | | | | RSU | 04/11/2022 | — | | | 250,000(3) | $3,452,500 |

  59. Grants of Plan-Based Awards

    | (1) The amounts set forth in the “Target” column represent target bonus amounts for each NEO for the fiscal year ended January 31, 2023 under our non-equity incentive plan, and do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended January 31, 2023. Target amounts are prorated for compensation changes and time eligible to participate in our Bonus Plan for fiscal year 2023. Threshold and maximum amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (i.e. 80%-140% ) level. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. The target bonus amount for Mr. Pattabhiraman reflects the conversion from INR to USD using the exchange rate of INR 1 to USD 0.01226 as of January 31, 2023. The target bonus amount for Mr. Singh reflects the conversion from AED to USD using the exchange rate of AED 1 to USD 0.2722 as of January 31, 2023. The target bonus amount for Mr. Lazzaron reflects the conversion from CHF to USD using the exchange rates of CHF 1 to USD 1.084130 as of January 31, 2023. Mr. Lazzaron’s employment with us terminated on December 31, 2022 and he did not receive the target bonus for this plan, but rather a severance bonus provided in the “All Other Compensation” column of the “Summary Compensation Table” above. |

  60. Grants of Plan-Based Awards

    | (2) Amounts reported represent the aggregate grant date fair value of RSUs granted to our NEOs under our 2021 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. This amount does not reflect the actual economic value that may be realized by the NEO. |

  61. Grants of Plan-Based Awards

    | (3) The RSUs vest with respect to 25% of the shares underlying the RSU award on March 15, 2023, with the remaining shares vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us as of each such date. |

  62. Grants of Plan-Based Awards

    | (4) The shares underlying the RSUs vest in 16 equal quarterly installments commencing on June 15, 2022, subject to the NEO’s continued service with us through each such vesting date. |

  63. Grants of Plan-Based Awards

    | (5) The RSUSs vest with respect to 25% of the shares underlying the RSU award on December 15, 2023, with the remaining shares vesting in 12 quarterly installments thereafter, subject to the NEO’s continued service with us as of each such date. |

  64. Grants of Plan-Based Awards

    | (6) The RSUs vest with respect to 25% of the shares underlying the RSU award on June 15, 2023, with the remaining shares vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continued service with us as of each such date. |

  65. Grants of Plan-Based Awards

    | (7) The shares underlying the RSU award vested immediately upon grant on June 17, 2022. |

  66. Outstanding Equity Awards as of January 31, 2023

    Outstanding Equity Awards as of January 31, 2023 The following table sets forth certain information regarding outstanding equity awards granted to our NEOs that remain outstanding as of January 31, 2023.

  67. Outstanding Equity Awards as of January 31, 2023

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ragy Thomas | 03/18/2019 | 2,318,632 | — | 4.25 | 03/18/2029 | — | — | — | — | | | 03/18/2019 | 2,318,632 | — | 4.25 | 03/18/2029 | — | — | — | — | | | 03/18/2019 | 2,318,632 | — | 4.25 | 03/18/2029 | — | — | — | — | | | 03/18/2019 | — | 2,318,632(3) | 4.25 | 03/18/2029 | — | — | — | — | | | 03/11/2020 | 407,292(5) | 167,708 | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 240,000(5) | 360,000 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 120,000(7) | 1,192,800 | | | 01/28/2021 | — | — | — | — | — | — | 120,000(7) | 1,192,800 | | | 01/28/2021 | — | — | — | — | — | — | 120,000(7) | 1,192,800 | | | 01/28/2021 | — | — | — | — | — | — | 60,000(7) | 596,400 | | | 01/28/2021 | — | — | — | — | — | — | 60,000(7) | 596,400 | | | 01/28/2021 | — | — | — | — | — | — | 60,000(7) | 596,400 | | | 01/28/2021 | — | — | — | — | — | — | 60,000(7) | 596,400 | | | 01/28/2021 | — | — | — | — | — | — | 60,000(7) | 596,400 | | | 01/28/2021 | — | — | — | — | — | — | 36,000(7) | 357,840 | | | 04/11/2022 | — | — | — | — | 500,000(8) | 4,970,000 | — | — | | Manish Sarin | 03/15/2022 | — | — | — | — | 316,706(8) | 3,148,058 | — | — | | | 03/15/2022 | — | — | — | — | 140,328(9) | 1,394,860 | — | — | | | 06/17/2022 | — | — | — | — | 77,289(8) | 768,253 | — | — | | Paul Ohls | 08/14/2018 | 84,560 | — | 4.10 | 08/14/2028 | — | — | — | — | | | 08/14/2018 | 287,440 | — | 4.10 | 08/14/2028 | — | — | — | — | | | 05/15/2019 | 217(11) | 868 | 4.25 | 05/15/2029 | — | — | — | — | | | 05/15/2019 | 98,915(11) | — | 4.25 | 05/15/2029 | — | — | — | — | | | 12/10/2019 | 75,000(4) | 3,565 | 4.45 | 12/10/2029 | — | — | — | — | | | 12/10/2019 | 2,083(4) | 19,352 | 4.45 | 12/10/2029 | — | — | — | — | | | 09/02/2020 | 14,583(4) | 5,730 | 7.38 | 08/31/2030 | — | — | — | — | | | 09/02/2020 | | 4,687(4) | 7.38 | 08/31/2030 | — | — | — | — | | | 04/05/2021 | 35,000(4) | 32,365 | 10.96 | 04/05/2031 | — | — | — | — | | | 04/05/2021 | — | 12,635(4) | 10.96 | 04/05/2031 | — | — | — | — | | | 05/20/2021 | 41,667(4) | 56,243 | 12.88 | 05/18/2031 | — | — | — | — | | | 05/20/2021 | — | 2,090(4) | 12.88 | 05/18/2031 | — | — | — | — | | | 04/15/2022 | — | — | — | — | 108,616(8) | 1,079,643 | — | — | | | 12/15/2022 | — | — | — | — | 333,333(8) | 3,313,330 | — | — | | Arunkumar Pattabhiraman | 06/17/2022 | — | — | — | — | 329,489(10) | 3,275,121 | — | — |

  68. Outstanding Equity Awards as of January 31, 2023

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Pavitar Singh | 02/07/2018 | 162,500 | — | 3.73 | 02/07/2028 | — | — | — | — | | | 03/18/2019 | 150,000(4) | 25,000 | 4.25 | 03/18/2029 | — | — | — | — | | | 03/11/2020 | 262,500(4) | 153,125 | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 200,000(5) | 300,000 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 100,000(12) | 994,000 | | | 01/28/2021 | — | — | — | — | — | — | 100,000(12) | 994,000 | | | 01/28/2021 | — | — | — | — | — | — | 100,000(12) | 994,000 | | | 01/28/2021 | — | — | — | — | — | — | 50,000(12) | 497,000 | | | 01/28/2021 | — | — | — | — | — | — | 50,000(12) | 497,000 | | | 01/28/2021 | — | — | — | — | — | — | 50,000(12) | 497,000 | | | 01/28/2021 | — | — | — | — | — | — | 50,000(12) | 497,000 | | | 01/28/2021 | — | — | — | — | — | — | 50,000(12) | 497,000 | | | 01/28/2021 | — | — | — | — | — | — | 30,000(6) | 298,200 | | | 04/11/2022 | — | — | — | — | 250,000(8) | 2,485,000 | — | — | | Luca Lazzaron | 03/11/2020 | 25,261(13) | — | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 241,667(14) | — | 7.68 | 01/28/2031 | — | — | — | — |

  69. Outstanding Equity Awards as of January 31, 2023

    | (1) All options granted prior to our IPO were granted pursuant to the 2011 Plan and are for shares of our Class B common stock. All RSUs were granted under the 2021 Plan and are for shares of our Class A common stock. |

  70. Outstanding Equity Awards as of January 31, 2023

    | (2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2023, which was $9.94 as reported on the NYSE. |

  71. Outstanding Equity Awards as of January 31, 2023

    | (3) 100% of the shares underlying the option shall vest in the event that the price of our Class A common stock closes on the NYSE at an average price of $27 per share over thirty consecutive trading days; provided, that no portion of this option will become exercisable after the date on which Mr. Thomas’s employment with the company as Chief Executive Officer terminates. |

  72. Outstanding Equity Awards as of January 31, 2023

    | (4) 25% of the shares underlying this option vested on the first anniversary of the grant date, with the remaining shares vesting in 36 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. |

  73. Outstanding Equity Awards as of January 31, 2023

    | (5) 20% of the shares underlying this option vest on the first anniversary of the grant date with the remaining shares vesting in 48 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. |

  74. Outstanding Equity Awards as of January 31, 2023

    | (6) 20% of the shares underlying this RSU award vested on the first anniversary of the grant date with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to the NEO’s continued service to us as of each such date. |

  75. Outstanding Equity Awards as of January 31, 2023

    | (7) This performance stock unit (“PSU”) award representing 660,000 shares of our Class A common stock must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Mr. Thomas’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during Mr. Thomas’s continuous services to us: (a) 120,000 PSUs will vest upon our Class A common stock trading at each of $30, $40 and $50, as measured on a 45-day weighted-average trading price on the NYSE, and (b) 60,000 PSUs will vest upon our Class A common stock trading at each of $60, $70, $80, $90 and $100, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Mr. Thomas’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Mr. Thomas for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Mr. Thomas’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |

  76. Outstanding Equity Awards as of January 31, 2023

    | (8) 25% of the RSUs shall vest on March 15, 2023, with the remaining shares vesting in 12 equal installments on each subsequent June 15, September 15, December 15 and March 15 thereafter, subject to the NEO’s continuous service to us on each such vesting date. |

  77. Outstanding Equity Awards as of January 31, 2023

    | (9) One-sixteenth (1/16th) of the RSUs shall vest quarterly commencing on June 15, 2022, subject to the NEO’s continuous service to us on each such vesting date. |

  78. Outstanding Equity Awards as of January 31, 2023

    | (10) 25% of the RSUs shall vest on June 15, 2023, with the remaining shares vesting in 12 equal installments on each subsequent September 15, December 15, March 15 and June 15 thereafter, subject to the NEO’s continuous service to us on each such vesting date. |

  79. Outstanding Equity Awards as of January 31, 2023

    | (11) 25% of the shares underlying this option vested on May 1, 2020, with the remaining shares vesting in 36 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. |

  80. Outstanding Equity Awards as of January 31, 2023

    | (12) This PSU award representing 550,000 shares of our Class A common stock must meet a service-based condition and a stock-valuation condition in order to vest. The service-based condition was satisfied with respect to 20% of the shares underlying the PSU awards on January 28, 2022, with the remaining shares vesting in 16 equal quarterly installments thereafter, subject to Mr. Singh’s continued services to us as of each such date. The stock-valuation condition is satisfied upon the achievement of the following stock price thresholds during Mr. Singh’s continuous services to us: (a) 100,000 PSUs will vest upon our Class A common stock trading at each of $30, $40 and $50, as measured on a 45-day weighted-average trading price on the NYSE, and (b) 50,000 PSUs will vest upon our Class A common stock trading at each of $60, $70, $80, $90 and $100, as measured on a 45-day weighted-average trading price on the NYSE. In the event of Mr. Singh’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Mr. Singh for “good reason” (in each case, as defined in the applicable PSU award agreements), in either case, during the period beginning three months prior to and ending on the first anniversary of the effective date of a specified change-in-control transaction, the PSUs will vest to the extent the stock-valuation condition was met as a result of the change-in-control transaction. The number of shares subject to Mr. Singh’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |

  81. Outstanding Equity Awards as of January 31, 2023

    | (13) 20% of the shares underlying this option vest on the first anniversary of the grant date with the remaining shares vesting in 48 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. On December 16, 2022, 65,625 shares underlying Mr. Lazzaron’s option vested in accordance with the Transition, Separation and Release of Claims Agreement, dated October 3, 2022, between Mr. Lazzaron and Sprinklr Switzerland GmbH, as amended by the First Amendment to the Transition, Separation and Release of Claims Agreement, dated October 7, 2022, between Mr. Lazzaron and Sprinklr Switzerland GmbH (together, the “Lazzaron Transition Agreement”). |

  82. Outstanding Equity Awards as of January 31, 2023

    | (14) 20% of the shares underlying this option vest on the first anniversary of the grant date with the remaining shares vesting in 48 equal monthly installments thereafter on the first day of each month, subject to the NEO’s continued service to us as of each such date. On December 16, 2022, 58,334 shares underlying Mr. Lazzaron’s option vested in accordance with the Lazzaron Transition Agreement. |

  83. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding any option exercises and shares of common stock vested during the fiscal year ended January 31, 2023 with respect to our NEOs.

  84. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ragy Thomas | — | — | 21,000 | 259,590 | | Manish Sarin | — | — | 32,383 | 321,240 | | Paul Ohls | — | — | — | — | | Arunkumar Pattabhiraman | — | — | 41,186 | 422,980 | | Pavitar Singh | — | — | 17,500 | 216,325 | | Luca Lazzaron | 883,802 | 3,965,507 | 100,625 | 951,150 |

  85. Option Exercises and Stock Vested

    | (1) The value realized on exercise is based on the closing price of our Class A common stock on the date of exercise minus the exercise price and does not reflect actual proceeds received. |

  86. Option Exercises and Stock Vested

    | (2) The value realized on vesting is determined by multiplying the number of vested restricted stock units by the closing price of our Class A common stock on the vesting date. |

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our NEOs would be entitled under the arrangements set forth in their respective offer letters or employment agreement, as described above under the sections titled, “—Compensation Discussion and Analysis—Employment Offer Letters” and “—Compensation Discussion and Analysis—Severance and Change in Control Benefits,” assuming their employment was terminated as of January 31, 2023, including in connection with a change in control as of January 31, 2023.

  88. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($) | Bonus ($)(1) | Accelerated Vesting of Equity Awards ($)(2) | Continuation of Insurance Coverage ($) | Total ($) | | Ragy Thomas | Termination without Cause or with Good Reason | 550,000 | 550,000 | — | 27,909 | 1,127,909 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 825,000 | 825,000 | 12,728,457 | 41,863 | 14,420,320 | | Manish Sarin | Termination without Cause or with Good Reason | 346,500 | 415,800 | — | 148 | 762,448 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 462,000 | 415,800 | 5,311,171 | 198 | 6,189,169 | | Paul Ohls | Termination without Cause or with Good Reason | 315,789 | 378,947 | — | 20,204 | 714,940 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 421,053 | 378,947 | 4,525,883 | 26,939 | 5,352,822 | | Arunkumar Pattabhiraman | Termination without Cause or with Good Reason | 289,642 | 212,404 | — | — | 502,046 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 386,190 | 212,404 | 3,275,121 | — | 3,873,715 | | Pavitar Singh | Termination without Cause or with Good Reason | 345,115 | 414,138 | — | — | 759,253 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 460,154 | 414,138 | 9,714,189 | — | 10,588,481 | | Luca Lazzaron(3) | Termination without Cause or with Good Reason | 250,434 | 411,261 | — | — | 661,695 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | — | — | — | — | — |

  89. Potential Payments Upon Termination or Change in Control

    | (1) A prorated target annual bonus for the fiscal year in which the Termination Date occurs, with the proration equal to the number of days elapsed during the fiscal year through the Termination Date divided by 365, is payable on the same date as the first severance payment. |

  90. Potential Payments Upon Termination or Change in Control

    | (2) The value of accelerated vesting of unvested RSUs is based upon the closing price of our Class A Common Stock on January 31, 2023, as reported on the NYSE, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested, unexercised stock options is based on the difference between the closing stock price on January 31, 2023, as reported on the NYSE, and the exercise price per option multiplied by the number of unvested options. No value was applied to any underwater options or unearned PSUs. |

  91. Potential Payments Upon Termination or Change in Control

    | (3) Mr. Lazzaron’s employment with us terminated December 31, 2022 and the payments indicated above are actual severance payments made based on the number of days Mr. Lazzaron was employed. The base salary and bonus severance payments to Mr. Lazzaron reflect the conversion from CHF to USD using the exchange rate of CHF 1 to USD 1.084130 as of January 31, 2023. |

  92. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Our compensation committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual incentive plan and equity awards. During fiscal year 2023, there were changes to our executive management team, with the termination of a former executive officer and addition of new executive officers; therefore, five NEOs are included in the 2023 Non-PEO NEO (as defined below) calculations. As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and certain aspects of our financial performance for the fiscal years listed below. Our compensation committee did not consider the Item 402(v) Pay Versus Performance disclosure below in making its pay decisions for any of the years shown.

  93. Pay Versus Performance Table

    Pay Versus Performance Table

  94. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | Year (a) | Summary Compensation Table Total for PEO (b)(1) | Compensation Actually Paid for PEO (c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(3) | Average Compensation Actually Paid for Non-PEO NEOs (e)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (h)(7) | Company- Selected Measure: Non-GAAP Op. Income (i)(8) | | | | | | | Total Shareholder Return (f)(5) | Peer Group Total Shareholder Return (g)(6) | | | | 2023 | $8,101,702 | $2,089,591 | $5,140,854 | $3,168,048 | $56 | $94 | ($55,742,000) | $5,955,000 | | 2022 | $1,117,818 | $74,231,899 | $949,420 | $1,115,612 | $64 | $112 | ($111,470,000) | ($35,506,000) |

  95. Pay Versus Performance Table

    | (1) The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Thomas, our PEO, for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. |

  96. Pay Versus Performance Table

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Thomas as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year and reflects the below adjustments made to the total compensation amounts reported in the Summary Compensation Table for our PEO. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO during the applicable fiscal year. Mr. Thomas’s 2022 award values include performance-based awards granted prior to IPO that vested in connection with the IPO and stock price achievement. |

  97. Pay Versus Performance Table

    | | 2022 | 2023 | | Principal Executive Officer | | | | Summary Compensation Table - Total Compensation(a) | $1,117,818 | $8,101,702 | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $ — | $6,905,000 | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $ — | $4,970,000 | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $1,217,661 | ($4,330,545) | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $ — | $ — | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $71,896,420 | $253,434 | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $— | $ — | | Compensation Actually Paid | $74,231,899 | $2,089,591 |

  98. Pay Versus Performance Table

    | (3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our Non-PEO NEOs for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. The names of each Non-PEO NEO included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: |

  99. Pay Versus Performance Table

    | • | for 2023, the average “compensation actually paid” to our Non-PEO NEOs comprised the compensation of Manish Sarin (Chief Financial Officer), Paul Ohls (Chief Revenue Officer), Arunkumar Pattabhiraman (Chief Marketing Officer), Pavitar Singh (Chief Technology Officer) and Luca Lazzaron (Former Chief Revenue Officer); and |

  100. Pay Versus Performance Table

    | • | for 2022, the average “compensation actually paid” to our Non-PEO NEOs comprised the compensation of Pavitar Singh (Chief Technology Officer) and Luca Lazzaron (Former Chief Revenue Officer). |

  101. Pay Versus Performance Table

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the “compensation actually paid” to our Non-PEO NEOs for such fiscal year, using the methodology described in Note 4(b) below: |

  102. Pay Versus Performance Table

    | Non-PEO NEO Average | | | | | | | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $949,420 | $5,140,854 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $ — | $4,280,287 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $ — | $3,092,853 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | ($2,177,471) | ($119,521) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $ — | $287,120 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $2,343,664 | ($37,234) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $ — | $915,737 | | = | Compensation Actually Paid | $1,115,612 | $3,168,048 |

  103. Pay Versus Performance Table

    Equity Award Valuations – PEO and Non-PEO NEOs: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. The valuation assumptions used to calculate the fair values of the stock options held by our PEO and Non-PEO NEOs on average that vested during or were outstanding as of the end of each covered fiscal year differed from those valuation assumptions disclosed at the time of grant primarily based on the differing option value assumptions. Performance-based RSUs used a different Monte Carlo valuation at FY22 and FY23 year ends than the grant date valuation based on updated probability of achievement and stock volatility. Restricted stock unit award grant date fair values are calculated using the stock price as of date of grant and were calculated using the same methodology for the vesting or fiscal year end date.

  104. Pay Versus Performance Table

    | (5) Cumulative total stockholder return (“TSR”) in column (f) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period by our share price at the beginning of the measurement period. The same methodology is used for our performance peer group in column (g). |

  105. Pay Versus Performance Table

    | (6) The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the S&P 500 Information Technology index. |

  106. Pay Versus Performance Table

    | (7) The dollar amounts reported in column (h) represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. |

  107. Pay Versus Performance Table

    | (8) Our company selected performance measure is Non-GAAP Operating Income, column (i), which we believe is a strong driver in determining our company’s performance. We define Non-GAAP Operating Income as our operating income excluding, as applicable, stock-based compensation expense-related charges, charges on litigation settlements, amortization of acquired intangible assets, and any other non-recurring item deemed to be non-GAAP. Non-GAAP Operating Income is a non-GAAP financial measure. For additional details and a reconciliation of Non-GAAP Operating Income to its most comparable GAAP measure, please see “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K filed with the SEC on April 3, 2023. |

  108. Pay Versus Performance Table

    Financial Performance Measures As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program is designed to reflect our variable “pay-for-performance” philosophy. The performance measures that we use for our short-term incentive and long-term award programs are selected based on an objective of incentivizing all of our executives to increase the value of our enterprise for our stockholders. The most important financial performance measures (which are not ranked by relative importance) used by us to link compensation actually paid to our named executive officers for the most recently completed fiscal year, to our performance are as follows:

  109. Pay Versus Performance Table

    | • | Non-GAAP Operating Income |

  110. Pay Versus Performance Table

    | • | Stock Price |

  111. Pay Versus Performance Table

    Additional information about each of these performance measures and the role of our performance in each of these measures in determining our executive compensation are discussed in greater detail in “Executive Compensation—Compensation Discussion and Analysis.” Compensation Actually Paid, Company TSR and Peer Group TSR The following graph displays our compensation actually paid vs. Company TSR and Peer Group TSR over the two years presented in the graph. As demonstrated by the following graph, the amount of compensation actually paid to our PEO and Non-PEO NEOs is not directly correlated to our company TSR during the identified period. The TSR measurement period begins at our IPO, while many of the awards vested and outstanding at each fiscal year end were granted prior to our IPO. Compensation Actually Paid and Net Income The following graph displays our compensation actually paid vs. net income (loss) over the two years presented in the graph. We do not use GAAP or non-GAAP net income as a financial performance measure in our overall executive compensation program. Compensation Actually Paid and Non-GAAP Operating Income The following graph displays our compensation actually paid vs. Non-GAAP Operating Income. We use Non-GAAP Operating Income in our annual short-term incentive program. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  112. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  113. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We maintain a non-employee director compensation policy that is applicable to all of our non-employee directors, as set forth below.

  114. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion or all of the fiscal year ended January 31, 2023. Note that, because the table is based on our fiscal year, and annual service for purposes of non-employee director compensation is measured between the dates of our annual meetings of stockholders, usually held in June each year, the amounts in the table do not necessarily align with the description of non-employee director compensation above. Ragy Thomas, our Founder and Chief Executive Officer, is also a member of our board of directors, but does not receive any additional compensation for his service as director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Thomas. In addition, Carlos Dominguez, our former Chief Evangelist and a former member of our board of directors, received compensation for his service as an employee but did not receive additional compensation for his service as a director. In connection with Mr. Dominguez’s departure from our board in June 2022, our compensation committee agreed to (i) accelerate Mr. Dominguez’s outstanding and unvested options and (ii) extend the exercise period for all of Mr. Dominguez’s then vested options.

  115. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Neeraj Agrawal | 24,973 | 199,998 | 224,971 | | John Chambers | — | 347,500 | 347,500 | | Edwin Gillis | — | 254,994 | 254,994 | | Kevin Haverty | — | 200,000 | 200,000 | | Matthew Jacobson(4) | — | — | — | | Yvette Kanouff | — | 239,998 | 239,998 | | Eileen Schloss | 25,027 | 84,378 | 109,405 | | Tarim Wasim(6) | — | — | — |

  116. Non-Employee Director Compensation Table

    | (1) Amounts reported represent the aggregate grant date fair value of RSU awards granted to our directors during the fiscal year ended January 31, 2023 under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. This amount does not reflect the actual economic value that may be realized by the non-employee director. |

  117. Non-Employee Director Compensation Table

    | (2) As of January 31, 2023, the aggregate number of shares underlying outstanding RSU awards and stock options held by each of our non-employee directors was as follows: |

  118. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying RSUs | Number of Shares Underlying Options | | Neeraj Agrawal | 20,325 | — | | John Chambers | 35,315 | 1,425,000 | | Edwin Gillis | 25,914 | 225,000 | | Kevin Haverty(3) | 23,310 | — | | Matthew Jacobson(4) | — | — | | Yvette Kanouff | 24,390 | 300,000 | | Eileen Schloss(5) | 8,575 | 45,000 | | Tarim Wasim(6) | — | — |

  119. Non-Employee Director Compensation Table

    | (3) Mr. Haverty joined our board of directors in December 2022. |

  120. Non-Employee Director Compensation Table

    | (4) Mr. Jacobson elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. On November 30, 2022, Mr. Jacobson notified our board of directors of his decision to resign as a member of our board of directors, effective December 1, 2022. |

  121. Non-Employee Director Compensation Table

    | (5) Ms. Schloss joined our board of directors in January 2022. On December 1, 2022, Ms. Schloss was appointed to serve as the lead independent director of our board of directors. From 2017 to 2019, Ms. Schloss served as a consultant to Sprinklr, pursuant to which she received as compensation options to purchase our common stock. The outstanding options held by Ms. Schloss are set forth above in footnote 2. |

  122. Non-Employee Director Compensation Table

    | (6) Mr. Wasim elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |

  123. Equity Grants to Directors and Executive Officers

    Equity Grants to Directors and Executive Officers We have granted stock options to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”