DEF 14A of Sprinklr, Inc., May 3, 2024

DEF 14A of Sprinklr, Inc.

Filed May 3, 2024 · FY20240001140361-24-024337

Open on EDGAR

  1. TO ELECT THREE CLASS III DIRECTORS

    TO ELECT THREE CLASS III 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 III whose term of office expires in 2024. 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

    | • | Trac Pham |

  4. General

    | • | Eileen Schloss |

  5. General

    | • | Tarim Wasim |

  6. General

    Each of Mr. Pham, Ms. Schloss and Mr. Wasim is currently a member of our board of directors and has been nominated for re-election to serve as a Class III director. Mr. Pham was nominated by our board of directors on June 1, 2023 to fill the vacancy on the Board created by the resignation of John Chambers. Ms. Schloss was appointed by our board of directors on January 13, 2022. Mr. Pham was identified as a potential director nominee by a third-party search firm. Ms. Schloss was identified as a potential director nominee by a member of management. Mr. Wasim was previously elected to our board of directors by our stockholders. 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 2027 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 III director nominee named above, each to hold office until our Annual Meeting of Stockholders in 2027.

  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 III 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 III director nominees for election at the 2024 Annual Meeting of Stockholders | | | | | Trac Pham | 55 | Interim Chief Operating Officer and Director | 2023 | | Eileen Schloss | 70 | Lead Independent Director | 2022 | | Tarim Wasim | 46 | Director | 2020 | | Class I directors continuing in office until the 2025 Annual Meeting of Stockholders | | | | | Ragy Thomas | 50 | Founder, Chairman and Chief Executive Officer | 2009 | | Kevin Haverty | 58 | Director | 2022 | | Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Neeraj Agrawal | 51 | Director | 2011 | | Edwin Gillis | 75 | Director | 2015 | | Yvette Kanouff | 58 | Director | 2018 |

  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 2024 Annual Meeting of Stockholders Trac Pham has served as our Interim Chief Operating Officer since January 2024 and as a member of our board of directors since June 2023. Mr. Pham previously served as Chief Financial Officer at Synopsys, Inc. from December 2014 to December 2022 and was responsible for finance, strategy and corporate business development, and information technology. Previously, he was Vice President of Corporate Finance and Vice President of Financial Planning and Strategy at Synopsys. Mr. Pham serves on the board of directors and is the chair of the audit committee at UKG, Inc. and SiFive, Inc. Mr. Pham holds a B.A. in Economics from UC Berkeley and a Master of Pacific International Affairs from the School of Global Policy & Strategy at UC San Diego, where he was a Schoepflin Fellow. We believe that Mr. Pham is qualified to serve as a member of our board of directors because of his financial and accounting expertise, as well as his extensive experience as a senior executive of a technology company. 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 CCC Intelligent Solutions, Inc., where she is chair of the compensation committee and a member of the audit 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. Ms. Schloss was named to National Association of Corporate Director (“NACD”) Directorship 100 in 2022, and, in March 2023, she obtained NACD’s Directorship Certification. 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 Ragy Thomas has served as 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. From December 2011 to February 2024, Mr. Haverty served in various senior positions at ServiceNow Inc., including Chief Revenue Officer and most recently as Vice Chairman, Global Public Sector. 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. Directors Continuing in Office Until the 2026 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.

  10. Biographical Information

    Edwin Gillis has served as a member of our board of directors since November 2015. Mr. Gillis previously served on the boards of directors of Teradyne, Inc. from October 2006 to May 2023, 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 at 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.

  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 plans, including our Bonus Plan (defined below), each participant has a target annual performance incentive opportunity that corresponds to the achievement of 100% of the corporate performance goals. Under our Bonus Plan, our compensation committee maintained “Net New ARR Bookings” (as defined in the Bonus Plan) and “Non-GAAP Operating Income” (as defined in the Bonus Plan) as the corporate performance goals applicable to Bonus Plan for the fiscal year 2024 plan year. We also decreased the weight of the Net New ARR Bookings performance goal from 80% to 70% and increased the weight of the Non-GAAP Operating Income corporate performance goal from 20% to 30% to further recognize profitability as high performance under our Bonus Plan. The target annual performance incentive opportunities of our NEOs generally were determined by our compensation committee in the first quarter of fiscal year 2024 and expressed as a percentage of their annual base salary, ranging from 55% to 100%. For the fiscal year 2024 plan year, payouts based wholly on the performance relative to the corporate performance goals resulted in a 39% achievement of our corporate performance goals under the Bonus Plan. Accordingly, our eligible NEOs received 39% of their target annual performance incentive opportunity based on company achievement of performance goals for the fiscal year 2024 plan year, with the exception of Mr. Harvey, who received 100% of his pro-rated target annual performance incentive opportunity for the fiscal year 2024 plan year as a result of his not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |

  13. Executive Summary

    | • | Equity grants are determined by our compensation committee based on a number of factors, including current corporate and individual performance, the chief executive officer’s recommendations, outstanding equity holdings and their retention value and total ownership, the 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 2024, we approved annual equity awards in the form of stock options that vest over a four-year period for Mr. Thomas and in the form of restricted stock units (“RSUs”) that vest over a four-year period for our remaining NEOs. Mr. Thomas was granted 1,512,373 stock options, and the RSUs granted to our remaining NEOs ranged from 192,483 to 733,272 shares. For fiscal year 2024, Mr. Harvey received a new hire equity grant of 291,165 RSUs. |

  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 | | ✔ | Maintain minimum stock ownership guidelines for our executive officers and directors | | ✔ | Maintain a NYSE compliant clawback policy for incentive compensation |

  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 Points | | Base Salary (fixed compensation) | Provides financial stability and security through a fixed salary for performing job responsibilities. | The base salary of each executive, including each NEO, generally is determined and approved by our compensation committee. Base salaries are determined and generally are reviewed annually at the beginning of the fiscal year. | | 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 senior executive bonus plan (the “Bonus Plan”) provides our NEOs an opportunity to earn annual cash bonus payments contingent upon the attainment of certain performance goals as established by our compensation committee. The performance goals are based on achievement of Net New ARR Bookings (weighted at 70%) and Non-GAAP Operating Income (weighted at 30%). Target bonus amounts are set as a percentage of base salary. | | Equity-Based Incentive Awards (variable compensation in the form of equity) | 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

    How We Determine Executive Compensation Role of Our Compensation Committee, Management, and the Board Our compensation committee is appointed by our board of directors to assist with the board’s oversight responsibilities with respect to our compensation and benefit plans, policies and programs, administration of our equity plans, and the board’s responsibilities related to the compensation of our executive officers, directors, and senior management, as appropriate. Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. It oversees and evaluates our executive compensation program, and generally determines, which may be subject to final board of directors approval, the principal components of compensation (base salary, performance bonus awards, and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our compensation committee determines appropriate, such as to encourage retention. Our compensation committee does not delegate authority to approve executive officer compensation and has full authority to make all compensation decisions. Our compensation committee will continue to evaluate our compensation strategy as we continue to evolve and grow as a public company. Generally, the compensation committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our chief executive officer, the compensation committee solicits and considers performance assessments and recommendations submitted to the committee by our chief executive officer affecting base salaries, equity compensation and other compensation-related matters. While our chief executive officer discusses his recommendations with our compensation committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The evaluation of our chief executive officer’s performance is conducted by the compensation committee, which determines any adjustment to his compensation, as well as awards to be granted. For all executives and directors, as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the compensation committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant. Our compensation committee also works with and receives information and analyses from other members of management, including within our legal, finance, and human resources departments, and considers such information and analyses in determining the structure and amount of compensation to be paid to our executive officers, including our NEOs. Members of management are not present during discussions regarding their own compensation. In evaluating our executive compensation policies and programs, as well as the short- and long-term value of our executive compensation plans, our compensation committee considers both the performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package that provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value. In making executive compensation decisions, our compensation committee generally considers each executive officer’s total target direct compensation, which consists of base salary, target bonus opportunity (which, together with base salary, we refer to as target cash compensation), and long-term equity awards (valued based on an approximation of grant date fair value). Role of Compensation Consultant Our compensation committee has retained Compensia as its independent compensation consultant since the end of fiscal year 2020 due to its extensive analytical and compensation expertise relating to technology companies. Compensia reports directly to our compensation committee and does not provide any services to our company other than data and advice related to executive and director compensation matters. Our compensation committee has analyzed whether the work of Compensia as the compensation consultant raised any conflict of interest, considering relevant factors in accordance with the guidelines established by the Securities and Exchange Commission (the “SEC”). Based on its analysis, our compensation committee determined that the work of Compensia and the individual compensation advisors have conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC and the New York Stock Exchange listing standards. In its capacity as our compensation committee’s independent compensation consultant, in fiscal year 2024, Compensia assisted with, among other things:

  21. How We Determine Executive Compensation

    | • | conducting an executive market pay analysis, including analysis of competitive performance and compensation levels within our peer group; |

  22. How We Determine Executive Compensation

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

  23. How We Determine Executive Compensation

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

  24. How We Determine Executive Compensation

    Our 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 such as internal parity, scope and complexity of role, experience, skills and qualifications, performance, equity holdings and retentive value, 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 2024 Peer Group In September 2022, Compensia proposed, and our compensation committee approved, a group of companies that would be appropriate peers for fiscal year 2024 compensation decisions, based on the following criteria: Sector: We focused on information technology companies based in the United States;

  25. Elements of Our Fiscal Year 2024 Executive Compensation Program

    Non-Equity Incentive Plan Compensation Our compensation committee adopted our Bonus Plan in May 2023. The Bonus Plan generally provides our eligible senior executives, including our NEOs, an opportunity to earn annual cash bonus payments contingent upon the attainment of certain performance goals 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 (weighted at 70%) and Non-GAAP Operating Income (weighted at 30%). The funding of the bonus pool, as a percentage of the target bonus pool, is the “corporate funding factor.” With the exception of Mr. Harvey, each bonus payout is then prorated for compensation changes and time in the Bonus Plan during the fiscal year. For Mr. Harvey, our compensation committee determined that Mr. Harvey would receive 100% of his prorated target bonus opportunity under the Bonus Plan as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. If the corporate performance goals are met, our compensation committee will determine if incentive payments are to be made and at what level by individual and as soon as practicable thereafter. Target bonus amounts are set as a percentage of base salary and generally are reviewed annually at the beginning of the fiscal year. Target bonus amounts are set based on scope of role, internal parity and reference to market data. Fiscal Year 2024 Target Amounts 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 2024 and expressed as a percentage of their annual base salary, as follows:

  26. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | NEO(1) | FY24 Target Bonus Opportunity (% of base salary) | FY24 Target Bonus Opportunity ($) | | Ragy Thomas | 100% | $570,959 | | Manish Sarin | 90% | $429,744 | | Diane Adams | 55% | $247,842 | | Scott Harvey(2) | 55% | $79,697 | | Paul Ohls | 90% | $391,655 | | Pavitar Singh(3) | 90% | $428,184 |

  27. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | (1) Target bonus opportunities were calculated based on prorated salary compensation for each of Ms. Adams and Messrs. Thomas, Sarin, Ohls and Singh, taking into account their salaries from February through March 2023 and new fiscal year 2024 salaries effective April 1, 2023. |

  28. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | (2) Target bonus opportunity is prorated based on Mr. Harvey start date of September 25, 2023. |

  29. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | (3) Mr. Singh’s target bonus reflects the conversion from AED 1 to USD 0.2723 as of January 31, 2024. Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |

  30. Elements of Our Fiscal Year 2024 Executive Compensation Program

    Fiscal Year 2024 Performance Goals and Achievement Our compensation committee maintained Net New ARR Bookings and Non-GAAP Operating Income as the corporate performance goals applicable to fiscal year 2024 under the Bonus Plan. Our compensation committee chose these metrics because it believes that these goals represent rigorous objectives for our NEOs and align with stockholder interests. Net New ARR Bookings is an indicator of top-line growth through the addition of new customers, expansions with existing customers, and higher renewal rates, while Non-GAAP Operating Income is an indicator of bottom-line rigor and our path to profitability. Non-GAAP Operating Income is not defined by GAAP and, as such, should not be construed as an alternative to earnings from operations, net earnings or operating cash flow. Each of the annual corporate performance goals, their relative weightings and payout methodology are summarized in the chart below. Each NEO’s bonus amount, except for Mr. Harvey’s, was determined based on multiplying base salary, prorated for compensation changes and time eligible to participate in the Bonus Plan, times individual target bonus times the corporate funding factor ranging from 80% threshold to 140% maximum.

  31. Elements of Our Fiscal Year 2024 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 | 70% | 0% | 0% | | 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 | 30% | 130% | 39% | | Total | | | | 39% |

  32. Elements of Our Fiscal Year 2024 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. |

  33. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | NEO | Amount Paid Under Bonus Plan for FY24 ($) | | Ragy Thomas(1) | $222,674 | | Manish Sarin(2) | $167,600 | | Diane Adams(3) | $96,658 | | Scott Harvey(4) | $79,697 | | Paul Ohls(5) | — | | Pavitar Singh(6) | — |

  34. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | (4) Mr. Harvey’s incentive payment was paid at 100% of his prorated target bonus amount as a result of Mr. Harvey not having had a material opportunity to alter the outcome of our achievement of the performance goals under the Bonus Plan due to his partial year of service. |

  35. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | (5) Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024, and he did not receive a bonus for this plan, but rather a severance bonus. |

  36. Elements of Our Fiscal Year 2024 Executive Compensation Program

    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 2024, we approved an annual equity award to Mr. Thomas in the form of stock options and annual equity awards to our NEOs in the form of RSUs. For Mr. Thomas, we granted stock options in alignment with our pay for performance philosophy. For our NEOs, we granted RSUs to align with the prevalent market practice among our peer group and to provide strong retention in the current market. The annual equity awards were approved in March of 2023 and had a grant date aligned with the opening of our trading window. Mr. Thomas’s stock option award vests over a four-year period, with one fourth of the options vesting on March 15, 2024, and the remaining options vesting in 36 equal monthly installments thereafter on the 15th day of each month, subject to Mr. Thomas’s continued service to us on each such vesting date. The RSUs vest over a four-year period, with one-fourth of the RSUs vesting on March 15, 2024, 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. In addition to the annual equity awards in fiscal year 2024, we approved an RSU grant to Mr. Harvey in connection with his hire that vest over a four-year period, with one-fourth of the RSUs vesting on Dec 15, 2024, and one-twelfth of the remaining RSUs vesting on each subsequent Quarterly Vesting Date thereafter, subject to Mr. Harvey’s continuous services 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 annual equity awards to the NEOs must be granted during an open trading window; new hire and promotion awards are granted as part of the regular monthly approval cadence. The following table sets forth the stock options and RSUs granted to our NEOs in fiscal year 2024:

  37. Elements of Our Fiscal Year 2024 Executive Compensation Program

    | NEO | Stock Options Granted (# of shares) | RSUs Granted (# of shares) | | Ragy Thomas | 1,512,373 | — | | Manish Sarin | — | 320,806 | | Diane Adams | — | 192,483 | | Scott Harvey | — | 291,165 | | Paul Ohls | — | 297,891 | | Pavitar Singh | — | 733,272 |

  38. 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, and initial equity grant. Mr. Harvey’s agreement also included a one-time signing bonus. 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 2024 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 NEO will receive the following:

  39. 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 |

  40. 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:

  41. 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); |

  42. Other Features of Our Compensation Program

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

  43. 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 and 2023 plan years, 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 after-tax, 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 non-qualified 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. We provide Mr. Thomas, our chief executive officer, with security and transportation when in the New York metro area. This transportation service provides the necessary security for, and helps maintain the health and safety of, our chief executive officer and enables him to conduct business on behalf of Sprinklr while in transit. The cost to Sprinklr of expenses related to the use of the transportation service 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.

  44. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last three fiscal years ended January 31, 2024, 2023 and 2022 regarding compensation awarded to or paid to, or earned by, our NEOs.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | 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 | 2024 | 570,833 | — | — | 11,431,922 | 222,674 | 189,195 | 12,414,624 | | | 2023 | 536,666 | — | 6,905,000 | — | 553,181 | 178,730(12) | 8,173,577 | | | 2022 | 470,000 | — | | | 560,240 | 87,578 | 1,117,818 | | Manish Sarin(1) Chief Financial Officer | 2024 | 477,400 | — | 4,122,357 | — | 167,600 | 3,960 | 4,771,317 | | | 2023 | 458,333 | — | 6,226,287 | — | 424,977 | 3,660(13) | 7,113,257 | | Diane Adams(2) Chief Culture and Talent Officer | 2024 | 450,533 | — | 2,473,407 | — | 96,658 | 4,020 | 3,024,618 | | Scott Harvey(3) Chief Customer Officer | 2024 | 144,551 | 30,000(11) | 3,971,491 | — | 79,697 | 1,230 | 4,226,969 | | Paul Ohls(4) Former Chief Revenue Officer | 2024 | 435,088 | — | 3,827,899 | — | — | 3,960 | 4,266,947 | | | 2023 | 373,684 | — | 4,463,317 | — | 440,538 | 3,660(14) | 5,281,199 | | Pavitar Singh(5)(6) Former Chief Technology Officer | 2024 | 301,380 | — | 9,422,545 | — | — | 109,508 | 9,833,433 | | | 2023 | 456,502 | — | 3,452,500 | — | 423,279 | — | 4,332,281 | | | 2022 | 438,339 | — | — | — | 470,250 | — | 908,589 |

  46. 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 year 2022. |

  47. Summary Compensation Table

    | (2) Ms. Adams was not an NEO for fiscal years 2023 or 2022. |

  48. Summary Compensation Table

    | (3) Mr. Harvey was hired as EVP Customer Operations effective September 25, 2023, and, as such, was not an NEO for fiscal years 2023 or 2022. Mr. Harvey was appointed as Chief Customer Officer effective February 5, 2024. |

  49. Summary Compensation Table

    | (4) Mr. Ohls was appointed as our Chief Revenue Officer effective October 1, 2022, and, as such, was not an NEO for fiscal year 2022. Mr. Ohls stepped down as our Chief Revenue Officer effective February 5, 2024. |

  50. Summary Compensation Table

    | (5) Mr. Singh stepped down as our Chief Technology Officer effective July 18, 2023, and terminated service as an employee on August 18, 2023. |

  51. Summary Compensation Table

    | (6) The base salary for Mr. Singh for the fiscal year ended January 31, 2024 reflects the conversion from AED to USD using the exchange rate of AED 1 to USD 0.2723 as of January 31, 2024. |

  52. 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, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |

  53. 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. |

  54. Summary Compensation Table

    | (9) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company 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.” |

  55. Summary Compensation Table

    | (10) Amounts reported for the fiscal year ended January 31, 2024 reflect the following: |

  56. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contributions ($) | Severance Payments ($) | Other | Total Other Compensation | | Ragy Thomas | 3,960 | — | 185,235(b) | 189,195 | | Manish Sarin | 3,960 | — | — | 3,960 | | Diane Adams | — | — | 4,020(c) | 4,020 | | Scott Harvey | 1,230 | — | — | 1,230 | | Paul Ohls | 3,960 | — | — | 3,960 | | Pavitar Singh | — | 109,508(a) | — | 109,508 |

  57. Summary Compensation Table

    | (a) Includes $70,160 relating to the gratuity payment and $39,348 pay in lieu of notice as statutory payments prescribed in the United Arab Emirates based on service. The severance payments to Mr. Singh reflect the conversation from AED to USD using the exchange rates of 0.2723 as of January 31, 2024. |

  58. Summary Compensation Table

    | (b) Includes perquisites for Mr. Thomas of $7,000 for an executive health physical, $4,026 for gas, parking and tolls incurred for the business use of Mr. Thomas’s personal car and $174,208 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2024. |

  59. Summary Compensation Table

    | (c) Includes $4,020 relating for Ms. Adams for an executive health physical. |

  60. Summary Compensation Table

    | (11) Consists of a one-time signing bonus, which is subject to recovery if Mr. Harvey resigns or is terminated for cause within one year of his start date of employment. |

  61. Summary Compensation Table

    | (12) The “All Other Compensation” and “Total” amounts for Mr. Thomas have been adjusted compared to prior disclosure to exclude $919 in group life insurance and to reflect an additional $72,794 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2022, which were inadvertently omitted from the Summary Compensation Table in last year’s proxy statement. |

  62. Summary Compensation Table

    | (13) The “All Other Compensation” and “Total” amounts for Mr. Sarin have been adjusted compared to prior disclosure to exclude $864 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |

  63. Summary Compensation Table

    | (14) The “All Other Compensation” and “Total” amounts for Mr. Ohls have been adjusted compared to prior disclosure to exclude $736 in group life insurance, which was inadvertently included in the Summary Compensation Table in last year’s proxy statement. |

  64. 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, 2024. All awards were pursuant to our 2021 Plan.

  65. 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 (#) | All Other Option awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Ragy Thomas | Annual Cash | | $460,000 | $575,000 | $805,000 | | | | | | | Option | 04/03/2023 | — | | | | 1,512,373(3) | $12.85 | $11,431,922 | | Manish Sarin | Annual Cash | | $345,946 | $432,432 | $605,405 | | | | | | | RSU | 04/03/2023 | — | | | 320,806(4) | | | $4,122,357 | | Diane Adams | Annual Cash | | $199,514 | $249,392 | $349,149 | | | | | | | RSU | 04/03/2023 | — | | | 192,483(4) | | | $2,473,407 | | Scott Harvey | Annual Cash | | $324,000 | | | | | | | | | RSU | 10/15/2023 | — | | | 291,165(5) | | | $3,971,491 | | Paul Ohls | Annual Cash | | — | — | — | | | | | | | RSU | 04/03/2023 | — | | | 297,891(4) | | | $3,827,899 | | Pavitar Singh | Annual Cash | | — | — | — | | | | | | | RSU | 04/03/2023 | — | — | — | 274,977(4) | | | $3,533,454 | | | RSU | 04/03/2023 | — | — | — | 458,295(4) | | | $5,889,091 |

  66. 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, 2024 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, 2024. Target amounts are prorated for compensation changes and time eligible to participate in our Bonus Plan for fiscal year 2024. 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. Mr. Ohls stepped down as Chief Revenue Officer effective February 5, 2024, 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. |

  67. Grants of Plan-Based Awards

    | (2) Amounts reported represent the aggregate grant date fair value of stock options and 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 stock options and 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, 2024. This amount does not reflect the actual economic value that may be realized by the NEO. |

  68. Grants of Plan-Based Awards

    | (3) Twenty-five percent (25%) of the shares subject to the option shall vest on March 15, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the 15th day of each month thereafter, subject to the NEO’s continued service with us as of each such date. |

  69. Grants of Plan-Based Awards

    | (4) The RSUs vest with respect to 25% of the shares underlying the RSU award on March 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  70. Grants of Plan-Based Awards

    | (5) The RSUs vest with respect to 25% of the shares underlying the RSU award on December 15, 2024, with the remaining shares vesting in 12 equal quarterly installments each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  71. Outstanding Equity Awards as of January 31, 2024

    Outstanding Equity Awards as of January 31, 2024 The following table sets forth certain information regarding outstanding equity awards granted to our NEOs that remain outstanding as of January 31, 2024. Mr. Singh had no outstanding equity awards as of January 31, 2024.

  72. Outstanding Equity Awards as of January 31, 2024

    | | | 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 | — | — | — | — | | | 03/11/2020 | 551,042(3) | 23,958 | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 360,000(4) | 240,000 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 360,000(5) | 4,492,800 | | | 01/28/2021 | — | — | — | — | — | — | 300,000(6) | 3,744,000 | | | 01/28/2021 | — | — | — | — | 24,000(7) | 299,520 | — | — | | | 04/11/2022 | — | — | — | — | 281,250(8) | 3,510,000 | — | — | | | 04/03/2023 | — | 1,512,373(3) | 12.85 | 4/3/2033 | — | — | — | — | | Manish Sarin | 03/15/2022 | — | — | — | — | 178,147(8) | 2,223,275 | — | — | | | 03/15/2022 | — | — | — | — | 97,150(9) | 1,212,432 | — | — | | | 06/17/2022 | — | — | — | — | 43,475(8) | 542,568 | — | — | | | 04/03/2023 | — | — | — | — | 320,806(8) | 4,003,659 | — | — | | Diane Adams | 03/18/2019 | 13,021 | | 4.25 | 03/18/2029 | — | — | — | — | | | 03/11/2020 | 14,787(3) | 11,458 | 4.93 | 03/11/2030 | — | — | — | — | | | 03/11/2020 | 28,646 | — | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 1,988(4) | 16,353 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | 118,012(4) | 63,647 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 120,000(10) | 1,497,600 | | | 01/28/2021 | — | — | — | — | 8,000(7) | 99,840 | — | — | | | 04/11/2022 | — | — | — | — | 56,250(8) | 702,000 | — | — | | | 04/03/2023 | — | — | — | — | 192,483(8) | 2,402,188 | — | — | | Scott Harvey | 10/15/2023 | — | — | — | — | 291,165(11) | 3,633,739 | — | — | | Paul Ohls | 08/14/2018 | 50,000 | — | 4.10 | 08/14/2028 | — | — | — | — | | | 08/14/2018 | 287,440 | — | 4.10 | 08/14/2028 | — | — | — | — | | | 05/15/2019 | 98,915 | — | 4.25 | 05/15/2029 | — | — | — | — | | | 12/10/2019 | 4,729 | — | 4.45 | 12/10/2029 | — | — | — | — | | | 12/10/2019 | 78,565 | — | 4.45 | 12/10/2029 | — | — | — | — | | | 09/02/2020 | 520(3) | 4,167 | 7.38 | 08/31/2030 | — | — | — | — | | | 09/02/2020 | 20,313 | — | 7.38 | 08/31/2030 | — | — | — | — | | | 04/05/2021 | 53,333(3) | 14,032 | 10.96 | 04/05/2031 | — | — | — | — | | | 04/05/2021 | 1,667(3) | 10,968 | 10.96 | 04/05/2031 | — | — | — | — | | | 05/20/2021 | 66,667(3) | 31,243 | 12.88 | 05/18/2031 | — | — | — | — | | | 05/20/2021 | — | 2,090(3) | 12.88 | 05/18/2031 | — | — | — | — | | | 04/15/2022 | — | — | — | — | 61,096(8) | 762,478 | — | — | | | 12/15/2022 | — | — | — | — | 250,000(11) | 3,120,000 | — | — | | | 04/03/2023 | — | — | — | — | 297,891(8) | 3,717,680 | — | — |

  73. Outstanding Equity Awards as of January 31, 2024

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

  74. Outstanding Equity Awards as of January 31, 2024

    | (2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2024, which was $12.48 as reported on the NYSE. |

  75. Outstanding Equity Awards as of January 31, 2024

    | (3) 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. |

  76. Outstanding Equity Awards as of January 31, 2024

    | (4) 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. |

  77. Outstanding Equity Awards as of January 31, 2024

    | (5) This performance stock unit (“PSU”) award represents shares of our Class A common stock that 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 the named executive officer’s continuous services to us: 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. 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. |

  78. Outstanding Equity Awards as of January 31, 2024

    | (6) This PSU award represents shares of our Class A common stock that 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: 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, but the stock-valuation condition has not been satisfied with respect to any of the price hurdles. |

  79. Outstanding Equity Awards as of January 31, 2024

    | (7) 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. |

  80. Outstanding Equity Awards as of January 31, 2024

    | (8) 25% of the RSUs shall vest on March 15 in the year following the grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continued service to us as of each such date. |

  81. Outstanding Equity Awards as of January 31, 2024

    | (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. |

  82. Outstanding Equity Awards as of January 31, 2024

    | (10) This PSU award represents shares of our Class A common stock that 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 Ms. Adams’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 Ms. Adams’s continuous services to us: 40,000 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. In the event of Ms. Adams’s involuntary termination either by us without “cause” (and not due to death or “disability”) or by Ms. Adams 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 Ms. Adams’s PSU award assumes threshold achievement, with the stock-valuation condition deemed satisfied as to the $30 price hurdle only. |

  83. Outstanding Equity Awards as of January 31, 2024

    | (11) 25% of the RSUs shall vest on December 15 in the year following grant date, with the remaining shares vesting in 12 equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continuous service. |

  84. 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, 2024 with respect to our NEOs.

  85. 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 | — | — | 233,750 | 2,725,413 | | Manish Sarin | — | — | 215,551 | 2,553,771 | | Diane Adams | 501,359 | 4,965,786 | 48,750 | 569,763 | | Scott Harvey | — | — | — | — | | Paul Ohls | 52,351 | 510,993 | 130,853 | 1,486,839 | | Pavitar Singh | 926,563 | 9,137,501 | 85,625 | 950,744 |

  86. 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. |

  87. Option Exercises and Stock Vested

    | (2) The value realized upon vesting was calculated by multiplying the number of shares of Class A common stock vested by the closing price of our Class A common stock on the applicable vesting date and does not reflect actual proceeds received. |

  88. 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, 2024, including in connection with a change in control as of January 31, 2024. As discussed above, Messrs. Ohls’s and Singh’s employment with the Company terminated on March 16, 2024 and August 18, 2023, respectively. Accordingly, information regarding the amount of compensation actually received by Messrs. Ohls and Singh in connection with their respective separations is set forth in narrative disclosure following the table.

  89. 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 | 575,000 | 575,000 | — | 29,628 | 1,179,628 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 862,500 | 862,500 | 5,142,403 | 44,442 | 6,612,325 | | Manish Sarin | Termination without Cause or with Good Reason | 360,360 | 432,432 | — | 184 | 792,976 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 480,480 | 432,432 | 7,981,933 | 245 | 8,895,090 | | Diane Adams | Termination without Cause or with Good Reason | 340,080 | 249,392 | — | 7,678 | 597,150 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 453,440 | 249,392 | 3,674,536 | 10,237 | 4,287,765 | | Scott Harvey | Termination without Cause or with Good Reason | 307,500 | 225,500 | — | 22,221 | 555,221 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 410,000 | 225,500 | 3,633,739 | 29,628 | 4,298,867 |

  90. 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. |

  91. 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, 2024, 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, 2024, 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. |

  92. Potential Payments Upon Termination or Change in Control

    Mr. Ohls stepped down from the Chief Revenue Officer position effective February 5, 2024, and terminated service as an employee on March 16, 2024. Per our Severance and Change in Control Policy, Mr. Ohls received (i) $529,755 in severance, which represents the sum of 75% of his annual base salary rate, his 2024 annual bonus and his prorated target 2025 annual bonus, and (ii) reimbursement of an amount equal to the full cost of continued COBRA coverage for Mr. Ohls and his qualified dependents for three (3) months. Mr. Ohls also will continue to be subject to customary continuing obligations, such as his obligations of confidentiality. Mr. Singh stepped down from the Chief Technology Officer position effective July 18, 2023, and terminated service as an employee on August 18, 2023. Mr. Singh did not receive any additional severance payments or other benefits other than $70,160 relating to the gratuity payment and $39,348 pay in lieu of notice as statutory payments prescribed in the United Arab Emirates based on service. Mr. Singh also will continue to be subject to customary continuing obligations, such as his obligations of confidentiality.

  93. CEO PAY RATIO

    CEO PAY RATIO Our total rewards philosophy and the overall structure of our total rewards programs are broadly similar across the organization to engage, motivate and reward all employees who contribute to our success. Pay equity is a subset of Sprinklr’s overall environmental, social and governance strategy. Per SEC rules and in support of our pay equity, we are disclosing information about the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee (the “CEO Pay Ratio”).

  94. CEO Pay Ratio

    CEO Pay Ratio Once our median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. The annual total compensation of the median employee (excluding our chief executive officer) was $48,049 for fiscal year 2024. Mr. Thomas’s annual total compensation as reported in the Summary Compensation Table was $12,414,624 for fiscal year 2024. Based on this information, the CEO Pay Ratio was approximately 258:1 for fiscal year 2024. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, operate in different countries and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We are a global company with approximately 80% of our employees located outside the United States, with 60% of our employees located in India as of January 31, 2024. As a result, our employee population may be different than other companies. Neither our compensation committee nor our management used the CEO Pay Ratio measure in making compensation decisions.

  95. PAY-VERSUS-PERFORMANCE

    | Pay Versus Performance Table | | | | | | | | | | | Year (a)(1) | 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 (i)(7) | Company- Selected Measure: Non-GAAP Op. Income (j)(8) | | | | | | | Total Shareholder Return (f)(5) | Peer Group Total Shareholder Return | | | | | | | | | | | CD&A Peers (g)(6) | S&P 500 IT Index (h)(6) | | | | 2024 | $12,414,624 | $13,598,921 | $5,224,657 | $5,088,611 | $71 | $55 | $139 | $51,403,000 | $92,047,000 | | 2023 | $8,173,577 | $2,161,466 | $5,140,534 | $3,167,728 | $56 | $48 | $94 | $(55,742,000) | $5,955,000 | | 2022 | $1,117,818 | $74,231,899 | $949,420 | $1,115,612 | $64 | $74 | $112 | $(111,470,000) | $(35,506,000) |

  96. PAY-VERSUS-PERFORMANCE

    | (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. 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 vest in connection with the IPO and stock price achievement. |

  97. PAY-VERSUS-PERFORMANCE

    | (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 below: |

  98. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  99. 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.

  100. Equity Compensation

    | • | Additional Initial Grant to LID. Pursuant to the most recent amendment of our non-employee director compensation policy, each non-employee director who is elected or appointed as lead independent director on the date of our annual stockholder meeting will automatically be granted an additional RSU award with a grant-date value of $100,000 (the “LID initial grant”). With respect to a non-employee director who is first elected or appointed as lead independent director on a date other than the date of our annual stockholder meeting, such LID initial grant will be prorated to reflect the time between such election or appointment date and the date of our last annual stockholder meeting. The LID initial grant will vest in full on the first anniversary of the grant date, subject to the director’s continued service through such vesting date. |

  101. 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, 2024. 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.

  102. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Neeraj Agrawal | 53,029 | 199,986 | 253,015 | | Edwin Gillis | 60,000(1) | 199,986 | 259,986 | | Kevin Haverty | 70,885(1) | 106,848 | 177,733 | | Yvette Kanouff | 22,500 | 199,986 | 222,486 | | Eileen Schloss | 55,250 | 353,871 | 409,121 | | Tarim Wasim(4) | — | — | — | | John Chambers(5) | — | — | — | | Trac Pham(6) | 50,000(1) | 199,986 | 249,986 |

  103. Non-Employee Director Compensation Table

    | (1) Messrs. Gillis and Pham elected to receive equity in lieu of all of their cash fees, which resulted in each director receiving an RSU award of 4,013 shares and 3,344 shares of Class A common stock, respectively, and Mr. Haverty elected to receive equity in lieu of $48,000 of his cash fees, which resulted in his receipt of an RSU award of 3,210 shares of Class A common stock. |

  104. Non-Employee Director Compensation Table

    | (2) Amounts reported represent the aggregate grant date fair value of RSU awards granted to our directors during the fiscal year ended January 31, 2024 under our 2021 Plan, computed in accordance with ASC Topic 718. Amounts exclude the aggregate grant date fair value of the RSU awards granted in lieu of cash fees, as the fees have been separately reported as “Fees Earned or Paid in Cash.” 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, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. |

  105. Non-Employee Director Compensation Table

    | (3) The aggregate number of shares outstanding under all stock awards and options held by our non-employee directors as of January 31, 2024 are set forth in the table below: |

  106. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying RSUs | Number of Shares Underlying Options | | Neeraj Agrawal | 13,377 | — | | Edwin Gillis | 15,383 | 250,000 | | Kevin Haverty | 8,752 | — | | Yvette Kanouff | 13,377 | 300,000 | | Eileen Schloss | 23,639 | 45,000 | | Tarim Wasim(3) | — | — | | John Chambers(4) | — | 1,425,000 | | Trac Pham(5) | 15,049 | — |

  107. Non-Employee Director Compensation Table

    | (4) Mr. Wasim elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |

  108. Non-Employee Director Compensation Table

    | (5) Mr. Chambers resigned as a member of our board of directors effective June 14, 2023. |

  109. Non-Employee Director Compensation Table

    | (6) Mr. Pham joined our board of directors in June 2023. Mr. Pham was appointed as our Interim Chief Operating Officer on January 4, 2024. As of such date, Mr. Pham ceased being eligible to receive additional compensation for his service as a member of our board of directors pursuant to our non-employee compensation policy. In connection with his appointment as Interim Chief Operating Officer, Mr. Pham was granted an RSU award representing a right to acquire 67,822 shares of our Class A common stock, which is not reflected in the tables above. |

  110. 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.”