DEF 14A of Sprinklr, Inc., May 2, 2025

DEF 14A of Sprinklr, Inc.

Filed May 2, 2025 · FY20250001140361-25-017121

Open on EDGAR

  1. TO ELECT THREE CLASS I DIRECTORS

    TO ELECT THREE CLASS I 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 ten 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 I whose term of office expires in 2025. 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

    | • | Jan R. Hauser |

  4. General

    | • | Kevin Haverty |

  5. General

    | • | Ragy Thomas |

  6. General

    Each of Ms. Hauser and Messrs. Haverty and Thomas is currently a member of our board of directors and has been nominated for re-election to serve as a Class I director. Ms. Hauser was appointed by our board of directors on January 29, 2025 to fill a newly created directorship resulting from an increase in the number of directors constituting our board of directors. Ms. Hauser was identified as a potential director nominee by a member of management. Mr. Haverty was appointed by our board of directors on December 2, 2022 to fill the vacancy on the Board created by the resignation of Matthew Jacobson. Mr. Haverty was identified as a potential director nominee by a non-management director. Mr. Thomas 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 of the nominees 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 2028 and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s 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, unique perspectives 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 their 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 I director nominee named above, each to hold office until our Annual Meeting of Stockholders in 2028.

  7. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS Our board of directors currently consists of ten 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 I 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 I director nominees for election at the 2025 Annual Meeting of Stockholders | | | | | Jan R. Hauser | 66 | Director | 2025 | | Kevin Haverty | 59 | Director | 2022 | | Ragy Thomas | 51 | Founder, Advisor to the Chief Executive Officer and Chairman | 2009 | | Class II directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Neeraj Agrawal | 52 | Director | 2011 | | Yvette Kanouff | 59 | Director | 2018 | | Stephen M. Ward, Jr. | 70 | Director | 2025 | | Class III director continuing in office until the 2027 Annual Meeting of Stockholders | | | | | Rory Read | 63 | President and Chief Executive Officer | 2024 | | Eileen Schloss | 71 | Lead Independent Director | 2022 | | Tarim Wasim | 47 | Director | 2020 | | Director resigning after the 2025 Annual Meeting of Stockholders | | | | | Edwin Gillis(1) | 76 | Director | 2015 |

  9. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | (1) As previously announced, Mr. Gillis has resigned as a Class II director and a member of our audit committee, effective as of the close of business on June 12, 2025 (the “Effective Date”). In connection therewith, our board of directors approved a decrease in the size of the Board from ten to nine directors, effective as of the Effective Date. |

  10. 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 2025 Annual Meeting of Stockholders Jan R. Hauser has served as a member of our board of directors since January 2025. Ms. Hauser served in various capacities at the General Electric Company (“GE”) from April 2013 until March 2019, including as Vice President, Chief Accounting Officer and Controller. Prior to GE, Ms. Hauser was a partner in the national office of PricewaterhouseCoopers LLP (“PwC”), where she served as a senior technical resource on multiple topics. Early in her career, Ms. Hauser was selected for a two-year fellowship in the Office of the Chief Accountant at the U.S. Securities and Exchange Commission. Ms. Hauser currently sits on the board of directors of Magna International Inc., where she is a member of the audit committee and technology committee. She previously served on the boards of directors of Enfusion, Inc., from September 2021 to April 2025, Proterra Inc., from June 2022 to March 2024, and Vonage Holdings Corp., from October 2019 to July 2022. Ms. Hauser holds a B.B.A. in Accounting, summa cum laude, from the University of Wisconsin-Whitewater. We believe that Ms. Hauser is qualified to serve on our board of directors because of her extensive accounting and financial experience. 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. Ragy Thomas has served as Chairman of our board of directors since founding Sprinklr in September 2009 and as Advisor to the Chief Executive Officer since November 2024. Mr. Thomas previously served as our Co-Chief Executive Officer from June 2024 to November 2024 and our Chief Executive Officer from September 2009 to June 2024. 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 and Chairman. 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. 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. Stephen M. Ward, Jr. has served as a member of our board of directors since January 2025. Mr. Ward is the former President and Chief Executive Officer of Lenovo Corporation, the international personal computer company formed by the acquisition of IBM’s personal computer division by Lenovo. Prior to joining Lenovo, Mr. Ward was IBM’s Chief Information Officer and General Manager of Thinkpad, as well as other business units. He currently sits on the boards of directors of C3.ai, Inc., where he serves as chair of its compensation committee and a member of its nominating and corporate governance committee, and Carpenter Technology Corporation, where he serves as chair of its corporate governance committee and a member of both its human capital management committee and its science, technology and sustainability committee. Mr. Ward also currently sits on the board of directors of Molekule Inc., a private company. From November 2022 to October 2024, Mr. Ward served on the board of directors of Molekule Group, Inc., and from June 2021 to July 2022, he served on the board of directors of Vonage Holdings Corp. He also previously served on the boards of directors of KLX Energy Services Holdings, Inc., E2Open Corporation, E-Ink Corporation, KLX Aerospace, QD Vision, Inc. and Lenovo. Mr. Ward holds a B.S. in Mechanical Engineering from California Polytechnic State University, San Luis Obispo. We believe that Mr. Ward is qualified to serve as a member of our board of directors because of his extensive management experience in the technology industry and his significant leadership and service on other public company boards. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Rory Read has served as our President and Chief Executive Officer and a member of our board of directors since November 2024. Previously, Mr. Read served as the Chief Executive Officer of Vonage Holdings Corp. from

  11. Biographical Information

    July 2020 to March 2024. He also served as Senior Vice President at Ericsson from July 2022 to March 2024, having joined the company as part of Ericsson’s acquisition of Vonage. Prior to that, Mr. Read served in various roles at Dell Technologies, Inc. from April 2015 to June 2020, including most recently as its Chief Operating Executive, and as Chief Executive Officer and President of Virtustream, a Dell Technologies business from April 2018 to June 2020, and Executive Vice President of Dell Boomi from Feb 2016 to June 2020. Prior to these roles, he served as Chief Executive Officer, President and a member of the board of directors Advanced Micro Devices and Chief Operating Officer and President at Lenovo following 23 years at IBM. Mr. Read has served on the board of directors of Booz Allen Hamilton since January 2023. Mr. Read holds a B.S. in Information Systems from Hartwick College. We believe that Mr. Read is qualified to serve as a member of our board of directors because of his extensive knowledge of the technology industry and software sector, as well as his extensive experience as a senior executive of a technology company, and his insight into corporate matters as our President and Chief Executive Officer. 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. 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, where he focuses on the software, internet and services sectors. Mr. Wasim also serves as a member of the boards of directors of Baker Tilly, Checkmarx, Curriculum Associates and Zendesk. Mr. Wasim previously served on the boards of directors of AlixPartners, Internet Brands, Genesys, Renaissance Learning and SimpliSafe. 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. Director Resigning After the 2025 Annual Meeting of Stockholders 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.

  12. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  13. Executive Summary

    | • | Introduced Performance-based Approach to Long-term Incentives. Beginning with Mr. Read’s appointment as our President and Chief Executive Officer in November 2024, all executive officers will receive a portion of their new hire and annual long-term target incentive compensation opportunity in the form of performance stock units (“PSUs”), with 75% of the PSUs to be earned and vest contingent on our relative total stockholder return (“relative TSR”) over a three-year performance period compared to a board of directors-approved comparator group, and the remaining 25% of the PSUs to be earned and vest contingent on the attainment of specific preestablished revenue-growth and operating income-related targets measured at the end of a three-year performance period, in each case, subject to the executive officer’s continued service with us through such vesting and settlement date. For each type of PSU, the executive officer will be eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on attainment of the applicable performance targets during the three-year performance period. |

  14. Executive Summary

    | • | Variable Compensation. In March 2024, our compensation committee reviewed the target annual cash bonus opportunities of our then-serving NEOs and determined to leave them unchanged. In December 2024, our compensation committee resolved to increase Mr. Harvey’s cash variable target from 90% to 100% to increase the performance-based pay for this role, effective January 13, 2025. |

  15. Executive Summary

    | What we do: | | | ✔ | Responsible use of shares under our long-term incentive compensation program | | ✔ | Maintain an executive severance policy with a double-trigger severance and equity vesting upon a change of control | | ✔ | Compensation committee retains independent and experienced compensation consultant | | ✔ | Assess risks of our compensation program | | ✔ | Maintain minimum stock ownership guidelines for our executive officers and non-employee directors | | ✔ | Maintain a NYSE-compliant clawback policy for incentive compensation | | ✔ | Conduct an annual Say-on-Pay advisory vote | | ✔ | Have a compensation committee comprised of all independent directors | | ✔ | Engage in succession planning for executive management and our next generation of leaders |

  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 performance and/or 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. 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, non-employee 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, annual performance-based cash bonus awards, and long-term incentive compensation in the form of 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, our compensation committee’s process for determining executive compensation is comprised of two related elements: the determination of compensation levels and the approval of performance objectives for the current year. In making executive compensation decisions, our compensation committee generally considers each executive officer’s total target direct compensation (consisting of base salary, target total cash compensation, and long-term incentive compensation in the form of equity awards, valued based on an approximation of grant date fair value). For executive officers other than our chief executive officers, the compensation committee solicits and considers performance assessments and recommendations submitted to the committee by our chief executive officer for each of these compensation components and other compensation-related matters. While our chief executive officers provided recommendations and discussed them with our compensation committee, none of the individuals serving as a chief executive officer or co-chief executive officer during fiscal year 2025 participated in our compensation committee’s deliberations concerning, or the determination of, their own compensation, with the exception of negotiations in connection with their employment agreements, with respect to Messrs. Pham and Read, and his role change letter, with respect to Mr. Thomas. The evaluation of the performance of our chief executive officer is conducted by the compensation committee, which determines any adjustment to their compensation, as well as equity awards to be granted. For all executive officers and non-employee 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 competitive market analyses of executive and non-employee 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 effectiveness of our executive compensation programs, our compensation committee considers a number of factors, including internal parity, role scope and complexity, performance and skills of each of our executive officers, as well as the compensation paid to executives in similar companies with similar roles and responsibilities. Our compensation committee focuses 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 creation. Role of Compensation Consultant Our compensation committee has retained Compensia as its independent compensation consultant since fiscal year 2020 due to its extensive compensation-related analytical expertise relating to technology companies. Compensia reports directly to our compensation committee and does not provide any services to our company other than competitive market data and advice related to executive and non-employee director compensation matters. Our compensation committee has evaluated whether the work of Compensia as its compensation consultant raised any conflict of interest, considering relevant factors in accordance with the guidelines established by the SEC and the listing standards of the NYSE. Based on this review, our compensation committee determined that the work of Compensia and its individual compensation advisors has not raised any conflicts of interest or impaired its independence. In its capacity as our compensation committee’s independent compensation consultant, in fiscal year 2025, Compensia assisted with, among other things:

  20. How We Determine Executive Compensation

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

  21. How We Determine Executive Compensation

    | • | updating the compensation peer group used as a reference in making executive compensation decisions; |

  22. How We Determine Executive Compensation

    | • | reviewing our non-employee director compensation policies and practices; and |

  23. 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 competitive market analyses 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 update the companies in our compensation peer group to be used in connection with assessing compensation practices and pay levels. Our compensation committee believes that the peer group and broader market data analyzed by Compensia, along with such other factors as internal parity, scope and complexity of role, experience, skills and qualifications, performance, and the retentive value of unvested equity holdings, are important reference points when setting compensation for our NEOs because competition for skilled executives is intense in our industry and the retention of our talented leadership team is critical to our success. Fiscal Year 2025 Peer Group In November 2023, Compensia proposed, and our compensation committee approved, a group of companies that would be appropriate peers for serving as a reference in making its fiscal year 2025 compensation decisions, based on the following criteria: Sector: We focused on information technology companies based in the United States that, at the time of review:

  24. Elements of Our Fiscal Year 2025 Executive Compensation Program

    Annual Cash Bonus Our compensation committee retains discretion to award short-term incentive compensation in the form of annual cash bonuses to our executive officers, including the NEOs and other employees of the Company. While historically we have offered our executive officers, including our NEOs, an opportunity to earn annual cash bonus awards contingent upon the attainment of specific, pre-established, quantitative performance goals as determined by our compensation committee, in fiscal year 2025, due to it being a transitional year and in recognition of the unique business conditions, including leadership changes, organization sizing and transformation, our compensation committee did not approve specific fixed performance targets for the performance year. Accordingly, for fiscal year 2025, our compensation committee holistically assessed performance to determine the appropriate level of achievement for our executive officers’ target annual cash bonus opportunities. Among other financial, operational and strategic factors, our compensation committee considered Net New ARR Bookings and non-GAAP operating income, each of which historically has been used in our annual short-term incentive compensation program, as some of the factors to be used to evaluate our overall fiscal year 2025 performance against our annual operating plan and objectives. 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. In view of the transitional year and to address the criticality of business continuity, particularly at the leadership level, after taking into consideration Sprinklr’s overall fiscal year financial and operational performance, our compensation committee determined to fund our executive officers’ annual cash bonus awards at 50% of their target annual cash bonus opportunities. Our compensation committee generally reviews our executive officers’ target annual cash bonus opportunities (calculated as a percentage of base salary) annually at the beginning of the fiscal year. In determining the target annual cash bonus opportunities for our executive officers, our compensation committee considers various factors, including the scope of each executive officer’s role and responsibilities, internal parity, a competitive market analysis prepared by Compensia and the recommendations of our chief executive officer (except with respect to his own target annual cash bonus opportunity). Fiscal Year 2025 Target Annual Cash Bonus Opportunities The target annual cash bonus opportunities for our NEOs generally were determined by our compensation committee in the first quarter of fiscal year 2025 and expressed as a percentage of their annual base salary, as follows:

  25. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | NEO | FY25 Target Bonus Opportunity (% of base salary) | FY25 Target Bonus Opportunity ($) | | Rory Read(1) | 100% | $162,295 | | Manish Sarin | 90% | $432,432 | | Scott Harvey(2) | 100% | $409,268 | | Amitabh Misra(3) | 90% | $327,791 | | Jacob Scott | 55% | $225,500 | | Ragy Thomas(4) | 100% | $525,615 |

  26. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | NEO | FY25 Target Bonus Opportunity (% of base salary) | FY25 Target Bonus Opportunity ($) | | Trac Pham(5) | 100% | $224,658 | | Diane Adams(6) | 55% | $249,392 |

  27. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (1) Mr. Read’s target annual cash bonus opportunity was prorated based on his employment start date of November 5, 2024. Mr. Read’s payout was guaranteed to be paid at 100% of his prorated target bonus amount per the terms of his employment agreement. |

  28. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (2) Mr. Harvey’s target annual cash bonus opportunity was prorated based on increases to his base salary effective February 4, 2024 and January 13, 2025 and an increase in his target annual cash bonus opportunity from 90% to 100% of his base salary effective January 13, 2025 to provide an increase in performance-based incentive for this role. |

  29. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (3) Mr. Misra’s target bonus opportunity was prorated based on his employment start date of April 1, 2024 and an increase to his base salary effective January 13, 2025, and reflects the conversion from INR to USD using the exchange ratio of INR 1 to USD 0.0118919 as of January 31, 2025. |

  30. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (4) Mr. Thomas’s target annual cash bonus opportunity was prorated based on a decrease in his base salary from $550,000 to $500,000 in connection with his transition from our Chief Executive Officer to our Co-Chief Executive Officer, effective June 5, 2024. Mr. Thomas transitioned from our Co-Chief Executive Officer to Advisor to the Chief Executive Officer effective as of the close of business on November 4, 2024. |

  31. Elements of Our Fiscal Year 2025 Executive Compensation Program

    Fiscal Year 2025 Bonus Amounts Paid As described above, in view of the transitional year and to address the criticality of business continuity, particularly at the leadership level, after taking into consideration Sprinklr’s overall fiscal year financial and operational performance, our compensation committee determined to fund our executive officers’ annual cash bonus awards at 50% of their target annual cash bonus opportunities, except as noted below. Each NEO received the following bonus payment for fiscal year 2025.

  32. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | NEO | Amount Paid As Bonus for FY25 ($) | | Rory Read(1) | $162,295 | | Manish Sarin | $216,216 | | Scott Harvey(2) | $204,634 | | Amitabh Misra(3) | $163,896 | | Jacob Scott | $112,750 | | Ragy Thomas(4) | $262,808 | | Trac Pham(5) | $224,658 | | Diane Adams(6) | $124,696 |

  33. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (1) Mr. Read’s annual cash bonus payment was prorated based upon his November 5, 2024 employment start date and paid at 100% of his prorated target annual cash bonus opportunity pursuant to the terms of his employment agreement. |

  34. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (2) Mr. Harvey’s annual cash bonus payment was prorated based upon his base salary of $410,000 from February 1, 2024 to February 4, 2024; $480,480 from February 5, 2024 to January 12, 2025; and $525,000 from January 13, 2025 to January 31, 2025, and the increases in his target annual cash bonus percentage from 55% to 90% of base salary, effective February 5, 2024, and 90% to 100% of base salary, effective January 13, 2025. |

  35. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (3) Mr. Misra’s annual cash bonus payment was prorated based upon his April 1, 2024 employment start date and base salary of INR 36,475,340 from April 1, 2024 to January 12, 2025 and INR 39,001,500 from January 13, 2025 to January 31, 2025, and reflects the conversion from INR to USD using the exchange ratio of INR 1 to USD 0.0118919 as of January 31, 2025. |

  36. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (4) Mr. Thomas’s annual cash bonus payment was prorated based upon his base salary of $550,000 from February 1, 2024 to June 4, 2024 and $500,000 from June 5, 2024 to January 31, 2025. |

  37. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (5) Mr. Pham, our then Interim Chief Operating Officer, was appointed as our Co-Chief Executive Officer effective June 5, 2024. Mr. Pham transitioned from the Co-Chief Executive Officer position effective as of the close of business on November 4, 2024, and terminated service as an employee on November 15, 2024. Mr. Pham’s annual cash bonus payment was prorated based upon his service as a bonus-eligible employee during fiscal year 2025 and paid at 100% of his prorated target annual cash bonus opportunity pursuant to the terms of his separation agreement. |

  38. Elements of Our Fiscal Year 2025 Executive Compensation Program

    employee on February 14, 2025. Ms. Adams’s bonus payment was paid at 50% of her target bonus amount, based on the specific bonus allocation for other members of our executive leadership team (other than Mr. Read) as determined by our compensation committee, per the terms of her separation agreement. Long-Term Incentive Compensation 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, our compensation committee offers long-term incentive compensation opportunities in the form of equity awards granted under the terms of our 2021 Equity Incentive Plan (the “2021 Plan”). Pursuant to the 2021 Plan, our compensation committee may grant equity awards to our non-employee directors, employees (including executive officers) and consultants, and our affiliates, to enable us to obtain and retain the services of these individuals, which we believe is essential to our long-term success. The terms and conditions of individual equity awards are determined by our compensation committee based on a number of factors, including current corporate and individual performance, the recommendations of our chief executive officer (except with respect to his own equity award), outstanding unvested equity holdings and their retention value, the historical value of our Class A common stock, internal parity, and evaluation of analysis of competitive market data prepared by Compensia. We generally align the timing of our annual equity awards to our executive officers, including the NEOs, with their annual performance evaluations. In fiscal year 2025, our compensation committee approved the grant of annual equity awards to our NEOs in the form of 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, which were approved in March of 2024 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, 2025, 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 executive officer’s continuous service on each such vesting date. Equity awards also may be granted by our compensation committee to our executive officers, including the NEOs, at the time of hire or from time to time to incentivize and reward certain performance and/or to satisfy our retention objectives. The equity award value, vesting requirements and type of award for these ad hoc grants may vary depending on the purpose of the award. All annual equity awards granted to our executive officers, including the NEOs, must be granted during an open trading window; new hire and promotion awards generally are granted as part of the regular monthly approval cadence. The following table sets forth the PSUs and RSUs granted to our NEOs in fiscal year 2025:

  39. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | NEO | PSUs Granted (# of shares)(1) | | RSUs Granted (# of shares) | | | Target | Maximum | | | Rory Read(2) | 2,137,500 | 4,275,000 | 2,137,500 | | Manish Sarin | — | — | 270,270 | | Scott Harvey | — | — | 284,046 | | Amitabh Misra(3) | — | — | 376,569 | | Jacob Scott | — | — | 162,162 | | Ragy Thomas | — | — | 637,065 | | Trac Pham(4) | — | — | 1,621,621 | | Diane Adams | — | — | 162,162 |

  40. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (1) The amounts in this column reflect the target and maximum shares to be issued upon the vesting of the PSUs. |

  41. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (2) Consists of (i) 1,425,000 PSUs representing target level achievement (the “New Hire PSU Award”) that will be eligible to vest at the end of a three-year performance period commencing on November 5, 2024, with 75% of the PSUs to be earned and vest contingent on our relative total stockholder return over the three-year performance period compared to a board of directors-approved comparator group, and the remaining 25% of the PSUs to be earned and vest contingent on attainment of certain revenue-growth and operating income-related goals measured at the end of the three-year performance period, in each case, subject to Mr. Read’s continued service with the Company through such vesting date; (ii) 712,500 PSUs representing target-level achievement (the “Refresh PSU Award” and, together with the New Hire PSU Award, the “PSU Awards”), which will vest at the same time and on the same terms as the New Hire PSU Award; (iii) 1,425,000 RSUs (the “New Hire RSU Award”) that will vest over three years, with one-third of the total shares subject to the award vesting on November 5, 2025, and the remainder vesting in eight substantially similar equal installments on each Quarterly Vesting Date thereafter, in each case, subject to Mr. Read’s continued service with the Company through such vesting date; and (iv) 712,500 RSUs (the “Refresh RSU Award” |

  42. Elements of Our Fiscal Year 2025 Executive Compensation Program

    and, together with the New Hire RSU Award, the “RSU Awards”) that will vest over four years, with one-fourth of the total shares subject to the award vesting on November 5, 2025, and the remainder vesting in 12 substantially similar equal installments on each subsequent Quarterly Vesting Date thereafter, in each case, subject to Mr. Read’s continued service with the Company through such vesting date (each with a November 5, 2024 grant date).

  43. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (3) Consists of a new hire award of 376,569 RSUs (grant date May 15, 2024). |

  44. Elements of Our Fiscal Year 2025 Executive Compensation Program

    | (4) Consists of a new hire award of 1,621,621 RSUs (grant date July 15, 2024). |

  45. Elements of Our Fiscal Year 2025 Executive Compensation Program

    For additional information on the outstanding equity awards granted to the NEOs, see the “Fiscal Year 2025 Grants of Plan Based Awards” table and the “Outstanding Equity Awards as of January 31, 2025” table under “Executive Compensation Tables.”

  46. Other Features of Our Compensation Program

    Other Features of Our Compensation Program Employment Offer Letters We have entered into an employment agreement with Mr. Read and employment offer letters with each of our other NEOs. Each of these agreements established the NEO’s initial base salary, initial target annual cash bonus opportunity, and initial equity award recommendation. Each of Messrs. Misra and Read’s agreements also included a one-time signing bonus, which is subject to recovery if the NEO is terminated for cause within one year of the NEO’s start date (or, for Mr. Read, prorated recovery if Mr. Read is terminated for cause within two years of his start date), and Mr. Read is also entitled to certain severance payments and benefits under his agreement upon a qualifying termination of employment, subject to specific requirements, including signing and not revoking a separation agreement and a general release of claims in favor of Sprinklr. The base salaries, target annual cash 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 2025 are described above in this Compensation Discussion and Analysis. Severance and Change in Control Benefits Executive Severance and Change in Control Plan In May 2019, our board of directors approved change of control and severance benefits for our then executive officers, including our NEOs (other than Mr. Read), and other key employees, pursuant to our Executive Severance and Change in Control Plan (as amended from time to time, the “Severance Plan”). Regardless of the manner in which a participant’s service terminates, each participant is entitled to receive amounts earned during such participant’s term of service, including unpaid salary, health and welfare benefits and other compensation entitlements. The Severance Plan provides that if we terminate a participant’s employment outside of the period beginning three (3) months prior to and ending twelve (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:

  47. Other Features of Our Compensation Program

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

  48. Other Features of Our Compensation Program

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

  49. Other Features of Our Compensation Program

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

  50. Other Features of Our Compensation Program

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

  51. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Clawback Policy (Recovery of Incentive Payments) We maintain an Incentive Compensation Recoupment Policy, effective as of October 2, 2023, that is compliant with Exchange Act Rule 10D-1 and the applicable NYSE listing standards. Our policy applies to incentive-based compensation received by covered executive officers granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure, including our stock price or total stockholder return. Our policy applies to compensation earned during the three completed fiscal years immediately preceding the date it is determined that an accounting restatement is required (excluding fiscal years completed prior to the effective date of the policy) and grants our compensation committee broad flexibility in recouping recoverable incentive compensation. The full text of our policy is included as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not have a policy or practice regarding the timing of granting stock options, stock appreciation rights or similar instruments with option-like features, and, therefore, we have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. Although we have granted stock options in the past, including one grant to an NEO in the prior three fiscal years, the timing of the award to the NEO was not coordinated with the release of material nonpublic information and we do not anticipate making regular stock option grants to our NEOs. Executive Stock Ownership Guidelines We maintain Stock Ownership Guidelines (the “Guidelines”) to align the interests of our officers (within the meaning of Rule 16a-1(f) under the Exchange Act) and directors with the interests of our stockholders and to further promote our commitment to sound corporate governance. The Guidelines provide that covered individuals are expected to own a specific value of our common stock, expressed as a percentage of base salary or annual cash retainer, as applicable. The stock ownership requirement generally must be met by a covered individual by the later of (i) January 31, 2029 and (ii) the date that is five (5) years after the date on which such individual became subject to the Guidelines (the “Compliance Period”). Unexercised stock options (whether vested or unvested) and unearned performance awards are not included in the calculation of a covered individual’s stock ownership. The chart below shows the guidelines by position:

  52. Risk Assessment Concerning Compensation Practices and Policies

    Risk Assessment Concerning Compensation Practices and Policies Our compensation committee has reviewed our compensation policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short- and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, our compensation committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Sprinklr as a whole. Further, our compensation committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of base salary and an annual cash bonus opportunity, if any, which is based on a variety of performance factors), and long-term incentive compensation prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders.

  53. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last three fiscal years ended January 31, 2025, 2024 and 2023 regarding compensation awarded to or paid to, or earned by, our NEOs.

  54. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(8) | Stock Awards ($)(12)(13) | Option Awards ($)(12)(13) | Non-Equity Incentive Compensation ($)(15) | All Other Compensation ($)(16) | Total ($) | | Rory Read(1) President and Chief Executive Officer | 2025 | 163,990 | 3,162,295(9) | 38,597,906(14) | — | — | 46,293 | 41,970,485 | | Manish Sarin Chief Financial Officer | 2025 | 480,480 | 216,216 | 3,299,997 | — | — | 4,140 | 4,000,833 | | | 2024 | 477,400 | — | 4,122,357 | — | 167,600 | 3,960 | 4,771,317 | | | 2023 | 458,333 | — | 6,226,287 | — | 424,977 | 3,660 | 7,113,257 | | Scott Harvey(2) Chief Customer Officer | 2025 | 454,260 | 208,577 | 3,706,800 | — | — | 28,091 | 4,397,728 | | | 2024 | 144,551 | 30,000(10) | 3,971,491 | — | 79,697 | 1,230 | 4,226,969 | | Amitabh Misra(3) Chief Technology Officer | 2025 | 363,757 | 262,467(11) | 4,725,941 | — | — | — | 5,352,165 | | Jacob Scott(4) General Counsel and Corporate Secretary | 2025 | 410,000 | 112,750 | 1,979,998 | — | — | 4,140 | 2,506,888 | | Ragy Thomas(5) Founder, Chairman and Former Co-Chief Executive Officer | 2025 | 524,423 | 263,807 | 7,778,564 | — | — | 178,616 | 8,745,410 | | | 2024 | 570,833 | — | — | 11,431,922 | 222,674 | 189,195 | 12,414,624 | | | 2023 | 536,666 | — | 6,905,000 | — | 553,181 | 178,730 | 8,173,577 | | Trac Pham(6) Former Co-Chief Executive Officer | 2025 | 223,718 | — | 14,789,184 | — | — | 385,535 | 15,398,436 | | Diane Adams(7) Former Chief Culture and Talent Officer | 2025 | 453,440 | — | 1,979,998 | — | — | 139,304 | 2,572,742 | | | 2024 | 450,533 | — | 2,473,407 | — | 96,658 | 4,020 | 3,024,618 |

  55. Summary Compensation Table

    | (1) Mr. Read was appointed as our President and Chief Executive Officer effective November 5, 2024 and was not an NEO for fiscal years 2024 or 2023. |

  56. Summary Compensation Table

    | (2) Mr. Harvey, our then Executive Vice President, Customer Operations, was appointed as our Chief Customer Officer effective February 5, 2024 and was not an NEO for fiscal year 2023. |

  57. Summary Compensation Table

    | (3) Mr. Misra was appointed as our Chief Technology Officer effective April 1, 2024 and was not an NEO for fiscal years 2024 or 2023. The base salary and bonus for Mr. Misra for the fiscal year ended January 31, 2025 reflects the conversion from INR to USD using the exchange ratio of INR 1 to USD 0.0118919 as of January 31, 2025. |

  58. Summary Compensation Table

    | (4) Mr. Scott was not an NEO for fiscal years 2024 or 2023. |

  59. Summary Compensation Table

    | (5) Mr. Thomas transitioned from our Chief Executive Officer to our Co-Chief Executive Officer effective June 5, 2024, and transitioned from our Co-Chief Executive Officer to Advisor to the Chief Executive Officer effective as of the close of business on November 4, 2024. |

  60. Summary Compensation Table

    | (6) Mr. Pham, our then Interim Chief Operating Officer, was appointed as our Co-Chief Executive Officer effective June 5, 2024. Mr. Pham transitioned from the Co-Chief Executive Officer position effective as of the close of business on November 4, 2024, and terminated service as an employee on November 15, 2024. |

  61. Summary Compensation Table

    | (7) Ms. Adams transitioned from the Chief Culture & Talent Officer position effective as of January 13, 2025, and terminated service as an employee on February 14, 2025. Ms. Adams was not an NEO for fiscal year 2022. |

  62. Summary Compensation Table

    | (8) As described above, for fiscal year 2025, our compensation committee holistically assessed performance to determine bonus achievement. In view of the transitional year and to address the criticality of business continuity, particularly at the leadership level, after taking into consideration Sprinklr’s overall fiscal year 2025 financial and operational performance, our compensation committee determined to fund annual cash bonus payments for our NEOs at 50% of their target annual cash bonus opportunity. |

  63. Summary Compensation Table

    | (9) Amount reported includes a one-time $3,000,000 signing bonus, subject to a prorated recovery if Mr. Read resigns or is terminated for cause within two years of his start date of employment. |

  64. Summary Compensation Table

    | (10) Amount reported consists of a one-time signing bonus, which was subject to recovery if Mr. Harvey resigned or was terminated for cause within one year of his start date of employment. |

  65. Summary Compensation Table

    | (11) Amount reported includes a one-time $98,571.96 signing bonus, which (i) is subject to recovery if Mr. Misra resigns or is terminated for cause within one year of his start date of employment and (ii) reflects the conversion from INR to USD using the exchange ratio of INR 1 to USD 0.0118919 as of January 31, 2025. |

  66. Summary Compensation Table

    | (12) Amounts reported represent the aggregate grant date fair value of the stock awards and stock option awards granted to our NEOs during the fiscal years presented, calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used |

  67. Summary Compensation Table

    in calculating the grant date fair value of the stock awards and stock options reported in these columns are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. These amounts do not reflect the actual economic value that may be realized by the NEO.

  68. Summary Compensation Table

    | (13) 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. |

  69. Summary Compensation Table

    | (14) Amount reported includes both PSU and RSU awards. The PSUs awards granted in fiscal year 2025 will be earned and vest, if at all, upon the achievement of certain performance and market conditions. In valuing the PSUs, we assumed the probable achievement of the target levels for the performance goals. The value of the PSUs, assuming that the highest tier of achievement of the Company’s performance goals under the terms of the PSUs is achieved or exceeded, is $35,097,750. |

  70. Summary Compensation Table

    | (15) Amounts reported represent annual performance-based cash bonus payments earned based on the achievement of Company goals and other factors deemed relevant by our board of directors and compensation committee. For additional information, refer to the section titled “—Compensation Discussion and Analysis—Incentive Plan Compensation.” |

  71. Summary Compensation Table

    | (16) Amounts reported for the fiscal year ended January 31, 2025 include the following: |

  72. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contributions ($) | Severance Payments ($) | Other | Total Other Compensation | | Rory Read | 1,293 | — | 45,000(b) | 46,293 | | Manish Sarin | 4,140 | — | — | 4,140 | | Scott Harvey | 4,140 | — | 23,951(c) | 28,091 | | Amitabh Misra | — | — | — | — | | Jacob Scott | 4,140 | — | — | 4,140 | | Ragy Thomas | 4,140 | — | 174,476(d) | 178,616 | | Trac Pham | — | 385,535(a) | — | 385,535 | | Diane Adams | — | 124,696 | 14,608(e) | 139,304 |

  73. Summary Compensation Table

    | (a) Includes $125,000 for base salary severance, $224,658 for his fiscal year 2025 target annual cash bonus opportunity severance, $6,732 for COBRA benefits premiums, and $29,145 for an additional cash stipend, representative of six months of COBRA benefits premiums, grossed up for taxes. |

  74. Summary Compensation Table

    | (b) Includes perquisites for Mr. Read of $45,000 for attorneys’ fees in connection with the negotiation of his employment agreement. |

  75. Summary Compensation Table

    | (c) Includes $23,951 for the cost of Mr. Harvey’s guest’s attendance at the Company’s President’s Club (our sales recognition event). |

  76. Summary Compensation Table

    | (d) Includes perquisites for Mr. Thomas of $2,205 for gas, parking and tolls incurred for the business use of Mr. Thomas’s personal car and $172,272 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2025. |

  77. Summary Compensation Table

    | (e) Includes $124,696 for bonus severance, $10,468 for the cost of Ms. Adams’s guest’s attendance at the Company’s President’s Club (our sales recognition event) and $4,140 relating to an executive health physical. |

  78. 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, 2025. All equity awards were granted pursuant to our 2021 Plan.

  79. Grants of Plan-Based Awards

    | Name | Grant Type | Grant Date | Estimated Future Payouts Under 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 ($) | Maximum ($) | | | | Rory Read | RSU | 11/5/2024 | — | — | — | 1,425,000(3) | 10,174,500 | | | RSU | 11/5/2024 | — | — | — | 712,500(4) | 5,087,250 | | | PSU | 11/5/2024 | 712,500 | 1,425,000 | 2,850,000 | — | 15,557,438 | | | PSU | 11/5/2024 | 356,250 | 712,500 | 1,425,000 | — | 7,778,719 | | Manish Sarin | RSU | 4/2/2024 | — | — | — | 270,270(5) | 3,299,997 | | Scott Harvey | RSU | 3/15/2024 | — | — | — | 284,046(5) | 3,706,800 | | Amitabh Misra | RSU | 5/15/2024 | — | — | — | 376,569(6) | 4,725,941 | | Jacob Scott | RSU | 4/2/2024 | — | — | — | 162,162(5) | 1,979,998 | | Ragy Thomas | RSU | 4/2/2024 | — | — | — | 637,065(5) | 7,778,564 | | Trac Pham | RSU | 7/15/2024 | — | — | — | 1,621,621(7) | 14,789,184 | | Diane Adams | RSU | 4/2/2024 | — | — | — | 162,162(5) | 1,979,998 |

  80. Grants of Plan-Based Awards

    | (1) The PSUs will be eligible to vest at the end of a three-year performance period commencing on November 5, 2025, with 75% of the PSUs to be earned and vest contingent on the Company’s relative total stockholder return over the three-year performance period compared to a board of directors-approved comparator group, and the remaining 25% of the PSUs to be earned and vest contingent on attainment of certain revenue-growth and operating income-related goals measured at the end of the three-year performance period, in each case, subject to Mr. Read’s continued service with the Company through such vesting date. For each type of PSUs, Mr. Read will be eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on attainment of the applicable performance goals during the three-year performance period as described in more detail in the section titled “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2025 Executive Compensation Program—Equity-Based Incentive Compensation” above. The number of shares shown in the “Target” column represent the target number of shares for Mr. Read and the number of shares in the “Threshold” and “Maximum” columns represent 50% and 200% of the target number of shares. |

  81. Grants of Plan-Based Awards

    | (2) Amounts reported represent the aggregate grant date fair value of the stock awards granted to our NEOs under our 2021 Plan, calculated 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 awards reported in this column are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. These amounts do not reflect the actual economic value that may be realized by the NEO. |

  82. Grants of Plan-Based Awards

    | (3) The RSUs vest with respect to 33% of the shares underlying the RSU award on November 5, 2025, with the remaining shares vesting in eight substantially similar equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  83. Grants of Plan-Based Awards

    | (4) The RSUs vest with respect to 25% of the shares underlying the RSU award on November 5, 2025, with the remaining shares vesting in 12 equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  84. Grants of Plan-Based Awards

    | (5) The RSUs vest with respect to 25% of the shares underlying the RSU award on March 15, 2025, with the remaining shares vesting in 12 equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  85. Grants of Plan-Based Awards

    | (6) The RSUs vest with respect to 25% of the shares underlying the RSU award on June 15, 2025, with the remaining shares vesting in 12 equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. All unvested awards granted to Mr. Pham were forfeited upon his departure from the Company. |

  86. Grants of Plan-Based Awards

    | (7) The RSUs vest with respect to 25% of the shares underlying the RSU award on September 15, 2025, with the remaining shares vesting in 12 equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. Effective as of February 14, 2025 (the “Acceleration Date”) and as an additional severance benefit for Ms. Adams, the Company accelerated the vesting of Ms. Adams’s options and RSUs outstanding as of the Acceleration Date, such that the number of shares that would have vested in accordance with the applicable vesting schedule if she had continued providing service to the Company for an additional three (3) months following the Acceleration Date were deemed vested and, if applicable, exercisable. All other unvested awards granted to Ms. Adams were forfeited upon her departure from the Company. |

  87. Outstanding Equity Awards as of January 31, 2025

    Outstanding Equity Awards as of January 31, 2025 The following table sets forth certain information regarding outstanding equity awards granted to our NEOs that remain outstanding as of January 31, 2025. Mr. Pham had no outstanding equity awards as of January 31, 2025.

  88. Outstanding Equity Awards as of January 31, 2025

    | | | 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) | | Rory Read | 11/05/2024 | — | — | — | — | — | — | 1,425,000(3) | 12,696,750 | | | 11/05/2024 | — | — | — | — | — | — | 712,500(3) | 6,348,375 | | | 11/05/2024 | — | — | — | — | 1,425,000(4) | 12,696,750 | — | — | | | 11/05/2024 | — | — | — | — | 712,500(5) | 6,348,375 | — | — | | Manish Sarin | 03/15/2022 | — | — | — | — | 98,971(6) | 881,832 | — | — | | | 03/15/2022 | — | — | — | — | 53,972(7) | 480,891 | — | — | | | 06/17/2022 | — | — | — | — | 24,153(6) | 215,203 | — | — | | | 04/03/2023 | — | — | — | — | 180,453(6) | 1,607,836 | — | — | | | 04/02/2024 | — | — | — | — | 270,270(6) | 2,408,106 | — | — | | Scott Harvey | 10/15/2023 | — | — | — | — | 218,374(8) | 1,945,712 | — | — | | | 03/15/2024 | — | — | — | — | 284,046(6) | 2,530,850 | — | — | | Amitabh Misra | 05/15/2024 | — | — | — | — | 376,569(9) | 3,355,230 | — | — | | Jacob Scott | 12/02/2020 | 39,060 | — | 7.68 | 11/07/2030 | — | — | — | — | | | 12/02/2020 | 32,920 | — | 7.68 | 11/07/2030 | — | — | — | — | | | 04/15/2022 | — | — | — | — | 5,091(6) | 45,361 | — | — | | | 04/02/2023 | — | — | — | — | 103,116(6) | 918,764 | — | — | | | 04/02/2024 | — | — | — | — | 162,162(6) | 1,444,863 | — | — | | 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 | 575,000 | — | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 480,000(10) | 120,000 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 360,000(11) | 3,207,600 | | | 01/28/2021 | — | — | — | — | — | — | 300,000(12) | 2,673,000 | | | 01/28/2021 | — | — | — | — | 12,000(13) | 106,920 | — | — | | | 04/11/2022 | — | — | — | — | 156,250(6) | 1,392,188 | — | — | | | 04/03/2023 | 693,171(14) | 819,202 | 12.85 | 04/03/2033 | — | — | — | — | | | 04/02/2024 | — | — | — | — | 637,065(6) | 5,676,249 | — | — | | Diane Adams | 03/18/2019 | 13,021 | — | 4.25 | 03/18/2029 | — | — | — | — | | | 03/11/2020 | 26,245 | — | 4.93 | 03/11/2030 | — | — | — | — | | | 03/11/2020 | 28,646 | — | 4.93 | 03/11/2030 | — | — | — | — | | | 01/28/2021 | 5,321(10) | 13,020 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | 154,679(10) | 26,980 | 7.68 | 01/28/2031 | — | — | — | — | | | 01/28/2021 | — | — | — | — | — | — | 120,000(15) | 1,069,200 | | | 01/28/2021 | — | — | — | — | 4,000(13) | 35,640 | — | — | | | 04/11/2022 | — | — | — | — | 31,250(6) | 278,438 | — | — | | | 04/03/2023 | — | — | — | — | 108,272(6) | 964,704 | — | — | | | 04/02/2024 | — | — | — | — | 162,162(6) | 1,444,863 | — | — |

  89. Outstanding Equity Awards as of January 31, 2025

    | (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. |

  90. Outstanding Equity Awards as of January 31, 2025

    | (2) Market value is calculated based on the closing price of our Class A common stock on January 31, 2025, which was $8.91 as reported on the NYSE. |

  91. Outstanding Equity Awards as of January 31, 2025

    | (3) The PSUs will be eligible to vest at the end of a three-year performance period commencing on November 5, 2025, with 75% of the PSUs to be earned and vest contingent on the Company’s relative total stockholder return over the three-year performance period compared to a board of directors-approved comparator group, and the remaining 25% of the PSUs to be earned and vest contingent on attainment of certain revenue-growth and operating income-related goals measured at the end of the three-year performance period, in each case, subject to Mr. Read’s continued service with the Company through such vesting date. For each type of PSUs, Mr. Read will be eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on attainment of the applicable performance goals during the three-year performance period. |

  92. Outstanding Equity Awards as of January 31, 2025

    | (4) 33% of the RSUs shall vest on November 5, 2025, with the remaining shares vesting in eight substantially similar equal installments on each subsequent Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  93. Outstanding Equity Awards as of January 31, 2025

    | (5) 25% of the RSUs shall vest on November 5, 2025, with the remaining shares vesting in 12 equal quarterly installments on each Quarterly Vesting Date thereafter, subject to the NEO’s continued service with us as of each such date. |

  94. Outstanding Equity Awards as of January 31, 2025

    | (6) 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. |

  95. Outstanding Equity Awards as of January 31, 2025

    | (7) 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 |

  96. Outstanding Equity Awards as of January 31, 2025

    | (8) 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. |

  97. Outstanding Equity Awards as of January 31, 2025

    | (9) 25% of the RSUs shall vest on June 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. |

  98. Outstanding Equity Awards as of January 31, 2025

    | (10) 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. |

  99. Outstanding Equity Awards as of January 31, 2025

    | (11) 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: 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. |

  100. Outstanding Equity Awards as of January 31, 2025

    | (12) 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. |

  101. Outstanding Equity Awards as of January 31, 2025

    | (13) 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. |

  102. Outstanding Equity Awards as of January 31, 2025

    | (14) 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. |

  103. Outstanding Equity Awards as of January 31, 2025

    | (15) 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. |

  104. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding the shares of common stock vested during the fiscal year ended January 31, 2025 with respect to our NEOs. During fiscal year 2025, none of our NEOs exercised any stock options.

  105. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Rory Read | — | — | | Manish Sarin | 282,029 | 2,939,413 | | Scott Harvey | 72,791 | 658,031 | | Amitabh Misra | — | — | | Jacob Scott | 84,275 | 933,114 | | Ragy Thomas | 137,000 | 1,329,010 | | Trac Pham | 71,567(1) | 830,778 | | Diane Adams | 113,211 | 1,219,403 |

  106. Option Exercises and Stock Vested

    | (1) Includes 15,049 shares that vested pursuant to stock awards granted to Mr. Pham in connection with his prior service as a director. Mr. Pham no longer serves as a director as of November 2024. |

  107. Option Exercises and Stock Vested

    | (2) The value realized upon vesting was calculated by multiplying the number of shares of 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. |

  108. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table 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, 2025, including in connection with a change in control of Sprinklr as of January 31, 2025. As discussed above, Mr. Pham’s and Ms. Adams’s service with the Company terminated on November 15, 2024 and February 14, 2025, respectively. Accordingly, information regarding the amount of compensation actually received by Mr. Pham and Ms. Adams in connection with their respective terminations is set forth in narrative disclosure following the table.

  109. 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 ($) | | Rory Read | Termination without Cause or with Good Reason | 675,000 | 675,000 | 13,585,523 | 21,040 | 14,956,562 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 1,012,500 | 1,012,500 | 38,090,250 | 31,560 | 40,146,810 | | Manish Sarin | Termination without Cause or with Good Reason | 360,360 | 432,432 | — | 23,924 | 816,716 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 480,480 | 432,432 | 5,593,867 | 31,899 | 6,538,678 | | Scott Harvey | Termination without Cause or with Good Reason | 393,750 | 525,000 | — | 23,934 | 942,684 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 525,000 | 525,000 | 4,476,562 | 31,912 | 5,558,474 | | Amitabh Misra | Termination without Cause or with Good Reason | 347,851 | 417,422 | — | — | 765,273 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 463,802 | 417,422 | 3,355,230 | — | 4,236,453 | | Jacob Scott | Termination without Cause or with Good Reason | 307,500 | 225,500 | — | 178 | 533,178 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 410,000 | 225,500 | 2,408,988 | 238 | 3,044,726 | | Ragy Thomas | Termination without Cause or with Good Reason | 500,000 | 500,000 | — | 31,912 | 1,031,912 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 750,000 | 750,000 | 7,322,957 | 47,868 | 8,870,825 |

  110. Potential Payments Upon Termination or Change in Control

    | (1) A prorated target annual cash bonus opportunity 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. |

  111. Potential Payments Upon Termination or Change in Control

    | (2) The value of accelerated vesting of unvested RSUs and Mr. Read’s PSUs is based upon the closing price of our Class A common stock on January 31, 2025 ($8.91 per share), 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 price of our Class A common stock on January 31, 2025, 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 Mr. Thomas’s unearned PSUs. |

  112. Potential Payments Upon Termination or Change in Control

    Mr. Pham transitioned from the Co-Chief Executive Officer position effective as of the close of business on November 4, 2024, and terminated service as an employee on November 15, 2024. Mr. Pham received severance payments and benefits consistent with the Severance Plan, with the exception of an additional payment of COBRA benefits premiums for up to 18 months following the date of his separation and an additional stipend representative of six months of COBRA benefits premiums, grossed up for applicable taxes. Accordingly, Mr. Pham received (i) $814,387 in severance, which represents the sum of 100% of his annual base salary rate and his prorated target 2025 annual cash bonus opportunity, (ii) a payment equal to the employer and the employee portion of his healthcare continuation payment for him and his qualified dependents under COBRA for 18 months and (iii) an additional lump sum stipend, grossed up for applicable taxes such that the after-tax stipend represents an amount equivalent to six months of the total cost of COBRA coverage. Mr. Pham also will continue to be subject to customary continuing obligations, such as his obligations of confidentiality. Ms. Adams transitioned from the Chief Culture & Talent Officer position effective as of January 13, 2025, and terminated service as an employee on February 14, 2025. Per our Severance Plan, Ms. Adams received (i) $482,599 in severance, which represents the sum of 75% of her annual base salary rate; for fiscal year 2025, an amount based on the specific bonus allocation for members of our executive leadership team as determined by our compensation committee; and for fiscal year 2026, her prorated target 2026 annual cash bonus opportunity, and (ii) reimbursement of an amount equal to the employer portion of her continued COBRA coverage for Ms. Adams for nine months. Ms. Adams also received accelerated vesting of her outstanding options and RSUs as if she remained employed with the Company through and including May 14, 2025. Based on the close price on February 14, 2025 of $8.98, the value of such accelerated options and RSUs is $13,000 and $537,202, respectively. Ms. Adams will continue to be subject to customary continuing obligations, such as her obligations of confidentiality.

  113. CEO PAY RATIO

    CEO PAY RATIO Our total rewards philosophy and the overall structure of our total rewards programs are broadly similar across Sprinklr 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. As required by Item 402(u) of Regulation S-K, we are disclosing information about the ratio of the annual total compensation of our president and chief executive officer as of January 31, 2025 to the annual total compensation of our median employee (the “CEO Pay Ratio”).

  114. 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 president and chief executive officer) was $55,669 for fiscal year 2025. Mr. Read’s annualized total compensation was $42,481,494 for fiscal year 2025. Based on this information, the CEO Pay Ratio was approximately 763:1 for fiscal year 2025. As disclosed elsewhere in this proxy statement, our former Co-Chief Executive Officers, Messrs. Pham and Thomas, transitioned from the position of co-Chief Executive Officers as of the close of business on November 4, 2024, and Mr. Read was appointed as our President and Chief Executive Officer effective November 5, 2024. As permitted by Instruction 10 to Item 402(u), we elected to annualize the compensation of Mr. Read, who was serving as our president and chief executive officer on the Determination Date. To annualize Mr. Read’s annual total compensation, we annualized his base salary to $675,000 (from the $163,990 reported in the Summary Compensation Table). As a newly hired president and chief executive officer, Mr. Read’s initial compensation arrangements exceed what would be awarded in an annual compensation review, which we expect he will receive on an annual basis going forward, and, therefore, results in a higher CEO pay ratio than we have reported historically. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, 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 79% of our employees located outside the United States, with 59% of our employees located in India as of January 31, 2025. 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.

  115. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  116. 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.

  117. 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 all or any portion of the fiscal year ended January 31, 2025. 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. Each of Mr. Read, our President and Chief Executive Officer, and Mr. Thomas, our Founder and Advisor to the Chief Executive Officer, is also a member of our board of directors, but does not receive any additional compensation for his service as director. Additionally, Trac Pham, our former interim Chief Operating Officer and former co-Chief Executive Officer, was a member of our board of directors during the fiscal year ended January 31, 2025, but did not receive any additional compensation for his service as director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Messrs. Pham, Read and Thomas for fiscal year 2025.

  118. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Neeraj Agrawal | 55,000 | 199,995 | 254,995 | | Edwin Gillis | 60,000(1) | 199,995 | 259,995 | | Jan R. Hauser | — | 199,992 | 199,992 | | Kevin Haverty | 48,000(1) | 199,995 | 247,995 | | Yvette Kanouff | 45,000 | 199,995 | 244,995 | | Eileen Schloss | 58,000 | 299,993 | 357,993 | | Stephen M. Ward, Jr. | — | 199,992 | 199,992 | | Tarim Wasim(4) | — | — | — |

  119. Non-Employee Director Compensation Table

    | (1) Messrs. Gillis and Haverty elected to receive equity in lieu of all of their cash fees, which resulted in each director receiving an RSU award of 6,756 shares and 5,405 shares of Class A common stock, respectively. |

  120. Non-Employee Director Compensation Table

    | (2) Amounts reported represent the aggregate grant date fair value of RSU awards granted to our non-employee directors during the fiscal year ended January 31, 2025 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, 2025. These amounts do not reflect the actual economic value that may be realized by the non-employee director. |

  121. 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, 2025 are set forth in the following table: |

  122. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying RSUs | Number of Shares Underlying Options | | Neeraj Agrawal | 22,522 | — | | Edwin Gillis | 25,900 | 250,000 | | Jan R. Hauser | 21,929 | — | | Kevin Haverty | 25,224 | — | | Yvette Kanouff | 22,522 | 300,000 | | Eileen Schloss | 33,783 | 45,000 | | Stephen M. Ward, Jr. | 21,929 | — | | Tarim Wasim(4) | — | — |

  123. 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. |

  124. 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.”