DEF 14A of Sprinklr, Inc.
Filed May 1, 2026 · FY20260001140361-26-018552
INFORMATION REGARDING DIRECTOR NOMINEE AND CURRENT DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEE AND CURRENT DIRECTORS Our board of directors currently consists of nine members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. The following table sets forth, for the Class II nominee and our other directors, their ages and position or office held with us as of the date of this proxy statement:
INFORMATION REGARDING DIRECTOR NOMINEE AND CURRENT DIRECTORS
| Name | Age | Position | Director Since | | Class II director nominee for election at the 2026 Annual Meeting of Stockholders | | | | | Stephen M. Ward, Jr. | 71 | Director | 2025 | | Class III directors continuing in office until the 2027 Annual Meeting of Stockholders | | | | | Rory Read | 64 | President and Chief Executive Officer | 2024 | | Eileen Schloss | 72 | Lead Independent Director | 2022 | | Tarim Wasim | 48 | Director | 2020 | | Class I directors continuing in office until the 2028 Annual Meeting of Stockholders | | | | | Jan R. Hauser | 67 | Director | 2025 | | Kevin Haverty | 60 | Director | 2022 | | Ragy Thomas | 52 | Founder and Chairman | 2009 | | Class II directors not continuing in office after the 2026 Annual Meeting of Stockholders | | | | | Neeraj Agrawal | 53 | Director | 2011 | | Yvette Kanouff | 60 | Director | 2018 |
Biographical Information
Biographical Information Set forth below is biographical information for the director nominee and each of our other current directors. 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. Nominee for Election at the 2026 Annual Meeting of Stockholders 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 the lead independent director, 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 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 of 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 Checkmarx, Curriculum Associates and Zendesk. Mr. Wasim previously served on the boards of directors of AlixPartners, Baker Tilly, 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. Directors Continuing in Office Until the 2028 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.
Biographical Information
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. Mr. Thomas has served as the Chairman and Co-Chief Executive Officer of UnifyApps since October 2025. Previously, Mr. Thomas served at Sprinklr as Advisor to the Chief Executive Officer from November 2024 to May 2025, Co-Chief Executive Officer from June 2024 to November 2024 and Chief Executive Officer from September 2009 to June 2024. Prior to that, 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. Non-Continuing Directors 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 and a D.Sc. h.c. from the University of Central Florida and received her Corporate Director Certificate from Harvard Business School in 2022. We believe that Ms. Kanouff is qualified to serve as a member of our board of directors because she has more than 20 years of service provider, media and software experience.
Directors’ Experience and Skills
Directors’ Experience and Skills The graphic below identifies certain key experience and skills possessed by our directors continuing after the Annual Meeting.
Directors’ Experience and Skills
| | Jan R. Hauser | Kevin Haverty | Rory Read | Eileen Schloss | Ragy Thomas | Stephen M. Ward, Jr. | Tarim Wasim | | Executive Leadership Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | Other Public Company Board Experience | ✔ | | ✔ | ✔ | | ✔ | | | Software and Technology Industry Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Company Growth and Scale Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Experience | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | | International Business Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Mergers and Acquisitions Experience | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Executive Summary
| • | Annual Cash Bonus Plan. In fiscal year 2026, in response, in part, to stockholder feedback, our compensation committee adopted the Fiscal Year 2026 Bonus Plan (the “2026 Bonus Plan”), which was designed as a formulaic short-term incentive program pursuant to which annual bonuses were to be earned on the basis of |
Executive Summary
| • | Annual Cash Bonus Awards. In March 2026, our compensation committee approved annual cash bonus awards under the 2026 Bonus Plan for our then-eligible NEOs based on our actual achievement measured against the preestablished total revenue and non-GAAP operating income performance goals as described in more detail in the section below titled, “Annual Cash Bonus Awards.” In determining the amount of these awards, our compensation committee exercised discretion to reduce the award amounts to levels that were less than the amount calculated under the terms of the 2026 Bonus Plan. |
Executive Summary
| • | Long-Term Incentive Awards. In March 2025, our compensation committee approved performance stock unit (“PSU”) and restricted stock unit (“RSU”) awards for our then-incumbent NEOs (other than our President and Chief Executive Officer, Mr. Read) under our 2021 Equity Incentive Plan, as more fully described in the section below titled, “Long-Term Incentive Compensation.” Consistent with the terms of his employment agreement, in which his fiscal year 2026 equity award allocation was granted concurrently with his November 2024 new hire equity award, Mr. Read was not granted any equity awards in fiscal year 2026. Our compensation committee granted equity awards to each of Messrs. Coletta, Macwan, Millard and Suri in connection with their respective appointments as executive officers, as described in more detail below in the section titled, “Long-Term Incentive Compensation.” Due to the timing of Ms. Corso’s hiring on January 13, 2025, shortly before our 2025 fiscal year end, and our standard monthly new hire award cadence, Ms. Corso received a new hire award in February 2025 and an annual equity award in March 2025. |
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 |
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 |
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 |
Executive Summary
| • | utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. |
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. 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 officer, the compensation committee solicits and considers performance assessments and recommendations submitted to the compensation committee by our chief executive officer for each of these compensation components and other compensation-related matters. While our chief executive officer provided recommendations and discussed them with our compensation committee, he does not participate in our compensation committee’s deliberations concerning, or the determination of, his own compensation. The evaluation of the performance of our chief executive officer is conducted by the compensation committee, which determines any adjustment to his 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. 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. Setting Executive Compensation Each year, our compensation committee conducts a review of our executive compensation program to determine if any changes are necessary or appropriate. In carrying out its responsibilities, our compensation committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies and makes decisions that it believes further our philosophy and/or align with compensation best practices. Our compensation committee does not establish a specific target for formulating the target annual total direct compensation opportunities for our executives, including our NEOs. Instead, in consultation with its compensation consultant, our compensation committee weighs various considerations, including our executive compensation program philosophy and objectives; each individual executive’s knowledge, skills, experience, qualifications and tenure; the scope of each individual executive’s title, role and responsibilities; the performance of each individual executive, based on a subjective assessment of such executive’s contributions, potential to lead our overall performance and ability to lead such executive’s business unit or function, and as measured against various financial, operational and strategic objectives in such executive’s area of expertise and responsibility; retention risk (and related replacement cost); compensation parity among our executives; an analysis of competitive market data; and the recommendation of our chief executive officer (except with respect to his own compensation). 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 2026, Compensia assisted with, among other things:
How We Determine Executive Compensation
| • | conducting an executive market pay study, including an analysis of competitive performance and compensation levels within our peer group; |
How We Determine Executive Compensation
| • | updating the compensation peer group used as a reference in making executive compensation decisions; |
How We Determine Executive Compensation
| • | reviewing our non-employee director compensation policies and practices; and |
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 2026 Compensation Peer Group Our compensation committee reviews our compensation peer group on an annual basis in advance of making compensation decisions for the upcoming fiscal year. Changes to the peer group are made as the compensation committee determines to be appropriate, taking into consideration various financial criteria (with a focus on revenue and market capitalization), business focus, and recent merger and acquisition activity. The primary criteria used for screening companies for inclusion in the fiscal year 2026 compensation peer group were the following:
How We Determine Executive Compensation
The group of proposed peer companies was further refined after taking into consideration positive profitability, revenue growth and input from management. After considering the above criteria, for purposes of the fiscal year 2026 compensation peer group, eight companies were removed from, and seven companies were added to, the fiscal year 2025 compensation peer group. Accordingly, in November 2024, our compensation committee approved the following compensation peer group for fiscal year 2026:
Elements of Our Fiscal Year 2026 Executive Compensation Program
Annual Cash Bonus Awards The 2026 Bonus Plan generally provides to our eligible senior executives, 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. Eligible executives are assigned a portion of the total bonus pool, with the total bonus pool determined by our compensation committee based on our achievement of preestablished corporate financial performance metrics. The funding of the bonus pool, as a percentage of the target bonus pool, is the “corporate funding factor.” Each bonus payout is then prorated for compensation changes, if any, and time in the Bonus Plan during the fiscal year. If the corporate performance goals are met, our compensation committee will determine if incentive payments are to be made and at what level by individual as soon as practicable thereafter. 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 2026 Target Annual Cash Bonus Opportunities In March 2025, our compensation committee reviewed the target annual cash bonus opportunities of our then-serving NEOs, Ms. Corso and Messrs. Read and Sarin, and determined to leave them unchanged. The target annual cash bonus opportunities for our NEOs, expressed as a percentage of their annual base salary, were as follows:
Elements of Our Fiscal Year 2026 Executive Compensation Program
| NEO | FY26 Target Annual Cash Bonus Opportunity (% of base salary) | FY26 Target Annual Cash Bonus Opportunity ($) | | Rory Read | 100% | $675,000 | | Anthony Coletta(1) | 90% | $132,707 | | Joy Corso | 90% | $427,500 | | Sanjay Macwan(2) | 55% | $172,881 | | Karthik Suri(3) | 90% | $119,589 | | Manish Sarin(4) | 90% | $273,676 | | Scott Millard(5) | 100% | $66,370 |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (1) Mr. Coletta’s target cash bonus opportunity was established through arm’s length negotiation and the appropriate factors described in the section above titled, “How We Determine Executive Compensation—Setting Executive Compensation.” The amount reported is his prorated target opportunity based on his employment start date of October 7, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (2) Mr. Macwan’s target cash bonus opportunity was established through arm’s length negotiation and the appropriate factors described in the section above titled, “How We Determine Executive Compensation—Setting Executive Compensation.” The amount reported is his prorated target opportunity based on his employment start date of April 9, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (3) Mr. Suri’s target cash bonus opportunity was established through arm’s length negotiation and the appropriate factors described in the section above titled, “How We Determine Executive Compensation—Setting Executive Compensation.” The amount reported is his prorated target opportunity based on his employment start date of October 27, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (5) Mr. Millard, our former Chief Revenue Officer, commenced service as an employee on September 22, 2025. His target cash bonus opportunity was established through arm’s length negotiation and the appropriate factors described in the section above titled, “How We Determine Executive Compensation—Setting Executive Compensation.” Mr. Millard voluntarily terminated service as an employee on November 11, 2025 and was not eligible to receive an annual cash bonus payment. The amount reported is his prorated target opportunity based on his service during fiscal year 2026. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| Corporate Performance Goal | Payout Formula(3) | Weight | Calculated Payout Funding | Weighted Payout Percentage | | Total Revenue(1) | Less than threshold achievement (97.3% of target): no payout Target achievement (100% of target): 100% payout funding Maximum achievement: (104.5% of target): 200% payout funding | 50% | 139.2% | 69.6% | | Non-GAAP Operating Income(2) | Less than threshold achievement (85.2% of target): no payout Target achievement (100% of target): 100% payout funding Maximum achievement: (122.2% of target): 200% payout funding | 50% | 154.2% | 77.1% | | Total | | | | 146.7% |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (1) “Total revenue” means, with respect to the applicable bonus year, the total revenue generated from the sale of subscriptions to our Unified-CXM cloud-based software platform and related professional services, as determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflected in the Company’s consolidated financial statements. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (3) With respect to each of total revenue and non-GAAP operating income, payout funding for achievement between threshold, target and maximum achievement levels was not linear; rather, ranges were set with smaller downside steps for downside protection and larger upside steps to reward over performance. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| NEO | Amount Paid As Bonus for FY26 ($) | | Rory Read | 985,500 | | Anthony Coletta(1) | 193,752 | | Joy Corso | 624,150 | | Sanjay Macwan(2) | 233,389 | | Karthik Suri(3) | 161,445 | | Manish Sarin(4) | 273,676 | | Scott Millard(5) | — |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (1) Mr. Coletta’s annual cash bonus payment was prorated based on his employment start date of October 7, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (2) Mr. Macwan’s annual cash bonus payment was prorated based on his employment start date of April 9, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (3) Mr. Suri’s annual cash bonus payment was prorated based on his employment start date of October 27, 2025. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (4) Mr. Sarin, our former Chief Financial Officer, terminated service as an employee on September 19, 2025. Mr. Sarin’s annual cash bonus payment was prorated based upon his service during fiscal year 2026 and paid at 100% of his prorated target cash bonus opportunity per the terms of his separation agreement. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (5) Mr. Millard voluntarily terminated service as an employee on November 11, 2025 and did not receive an annual cash bonus payment. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
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. 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 2026, our compensation committee approved the grant of annual equity awards to our then-serving NEOs other than Mr. Read in the form of RSUs and PSUs to motivate and reward executives for long-term company performance and align their interests with stockholder interests and changes in stockholder value. The fiscal year 2026 annual equity awards were delivered 75% in RSUs and 25% in PSUs. The greater emphasis on RSUs was intended to motivate and reward executives for long-term company performance while providing program durability across varying market conditions, reducing over-reliance on a limited set of performance metrics and aligning executive incentives with stockholder interests and long-term value creation. The RSUs, which were approved in March of 2025 and had a grant date aligned with our regular monthly approval cadence, vest over a four-year period, with one-fourth of the RSUs vesting on March 15, 2026, 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. The PSUs also were approved in March of 2025 and had a grant date aligned with our monthly grant cycle. 75% of the PSUs will 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 will 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 and allocated to that award type, based on attainment of the applicable performance targets during the three-year performance period. 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, new hire and promotion awards generally are granted in alignment with our regular monthly approval cadence. The following table sets forth the PSUs and RSUs granted to our NEOs in fiscal year 2026:
Elements of Our Fiscal Year 2026 Executive Compensation Program
| NEO | PSUs Granted (# of shares)(1) | | RSUs Granted (# of shares) | | | Target | Maximum | | | Rory Read | — | — | — | | Anthony Coletta(2) | 163,397 | 326,794 | 490,195 | | Joy Corso | 252,381 | 504,762 | 817,748 | | Sanjay Macwan(3) | 160,000 | 320,000 | 300,000 | | Karthik Suri(4) | 196,077 | 392,154 | 718,952 | | Manish Sarin(5) | 100,000 | 200,000 | 300,000 | | Scott Millard(6) | 222,156 | 444,312 | 725,709 |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (1) The amounts in this column reflect the target and maximum shares to be issued upon the vesting of the PSUs. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (2) Consists of a new hire award of 163,397 PSUs and 490,195 RSUs (grant date November 15, 2025). |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (3) Consists of (i) a new hire award of 160,000 PSUs (“Macwan New Hire PSUs”) and 240,000 RSUs (grant date May 15, 2025) and (ii) a special award of 60,000 RSUs (grant date July 15, 2025). 60,000 of the Macwan New Hire PSUs were canceled on July 15, 2025. The July 2025 actions served to align Mr. Macwan’s time-based and performance-based award mix with that of our other executive officers (25% PSUs/75%RSUs). |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (4) Consists of a new hire award of 196,077 PSUs and 718,952 RSUs (grant date November 15, 2025). |
Elements of Our Fiscal Year 2026 Executive Compensation Program
| (6) Consists of a new hire award of 222,156 PSUs and 725,709 RSUs (grant date September 25, 2025). Mr. Millard voluntarily terminated service as an employee on November 11, 2025, and all of his outstanding and unvested awards were forfeited in connection therewith. |
Elements of Our Fiscal Year 2026 Executive Compensation Program
For additional information on the outstanding equity awards granted to the NEOs, see the “Fiscal Year 2026 Grants of Plan-Based Awards” table and the “Outstanding Equity Awards as of January 31, 2026” table under “Executive Compensation Tables.”
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 Ms. Corso and Messrs. Macwan, Millard, Read and Suri’s agreements also included a one-time signing bonus, which is subject to prorated 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); Mr. Read also is 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; and each of Ms. Corso and Messrs. Coletta, Millard and Suri also is entitled to six months’ accelerated vesting of equity awards upon a qualifying termination of employment prior to the second anniversary of such executive’s start date. 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 2026 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:
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 |
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:
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; |
Other Features of Our Compensation Program
| • | 100% acceleration of outstanding unvested time-based equity awards; and |
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 a former NEO in the prior three fiscal years, the timing of the award to the former 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:
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.
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last three fiscal years ended January 31, 2026, 2025 and 2024 regarding compensation awarded to or paid to, or earned by, our NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(12)(13) | Non-Equity Incentive Compensation ($)(21) | All Other Compensation ($)(22) | Total ($) | | Rory Read(1) President and Chief Executive Officer | 2026 | 675,000 | — | — | 985,500 | 4,200 | 1,664,700 | | | 2025 | 163,990 | 3,162,295(8) | 38,597,906(14) | — | 46,293 | 41,970,485 | | Anthony Coletta(2) Chief Financial Officer | 2026 | 146,551 | — | 5,135,597(15) | 193,752 | 863 | 5,476,763 | | Joy Corso(3) Chief Administrative Officer | 2026 | 475,000 | — | 10,602,293(16) | 624,150 | 4,200 | 11,705,643 | | Sanjay Macwan(4) Chief Information Officer | 2026 | 312,196 | 50,000(9) | 4,455,200(17) | 233,389 | 3,361 | 5,054,146 | | Karthik Suri(5) Chief Product and Corporate Strategy Officer | 2026 | 134,615 | 500,000(10) | 7,114,349(18) | 161,445 | 1,115 | 7,911,525 | | Manish Sarin(6) Former Chief Financial Officer | 2026 | 307,692 | — | 4,083,500(19) | — | 453,856 | 4,845,048 | | | 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 | | Scott Millard(7) Former Chief Revenue Officer | 2026 | 65,160 | 71,154(11) | 7,982,653(20) | — | — | 8,118,967 |
Summary Compensation Table
| (1) Mr. Read was not an NEO for fiscal year 2024. |
Summary Compensation Table
| (2) Mr. Coletta was appointed as our Chief Financial Officer effective October 7, 2025 and was not an NEO for fiscal years 2025 or 2024. |
Summary Compensation Table
| (3) Ms. Corso was not an NEO for fiscal years 2025 or 2024. |
Summary Compensation Table
| (4) Mr. Macwan was appointed as our Chief Information Officer effective April 9, 2025 and was not an NEO for fiscal years 2025 or 2024. |
Summary Compensation Table
| (5) Mr. Suri was appointed as our Chief Product and Corporate Strategy Officer effective October 27, 2025 and was not an NEO for fiscal years 2025 or 2024. |
Summary Compensation Table
| (6) Mr. Sarin, our former Chief Financial Officer, terminated service as an employee on September 19, 2025. |
Summary Compensation Table
| (7) Mr. Millard was appointed as our Chief Revenue Officer effective as of September 22, 2025 and terminated service as an employee on November 11, 2025. Mr. Millard was not an NEO for fiscal years 2025 or 2024. |
Summary Compensation Table
| (8) Amount reported includes a one-time $3,000,000 signing bonus, which is subject to a prorated recovery if Mr. Read resigns or is terminated for cause within two years of his start date of employment. |
Summary Compensation Table
| (9) Amount reported includes a one-time signing bonus, which is subject to a prorated recovery if Mr. Macwan resigns or is terminated for cause within one year of his start date of employment. |
Summary Compensation Table
| (10) Amount reported represents a one-time signing bonus, which is subject to a prorated recovery if Mr. Suri resigns or is terminated for cause within one year of his start date of employment. |
Summary Compensation Table
| (11) Amount reported represents a one-time signing bonus of $500,000, as adjusted for the recovery of $428,846 in connection with Mr. Millard’s termination of service on November 11, 2025. The signing bonus was subject to a prorated recovery if Mr. Millard resigned or was terminated for cause within one year of September 22, 2025, the start date of Mr. Millard’s employment. |
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 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, 2026. These amounts do not reflect the actual economic value that may be realized by the NEO. |
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. |
Summary Compensation Table
| (14) Amount reported includes both PSU and RSU awards. The PSU 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. |
Summary Compensation Table
| (15) Amount reported includes both PSU and RSU awards granted in connection with Mr. Coletta’s hiring during fiscal year 2026. The PSU awards granted in fiscal year 2026 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 $2,379,060. |
Summary Compensation Table
| (16) Amount reported includes both PSU and RSU awards. Due to the timing of Ms. Corso’s hiring on January 13, 2025, shortly before our 2025 fiscal year end relative to our standard new hire award cadence, the amounts reported reflect Ms. Corso’s new hire award granted in February 2025 and an annual equity award granted in March 2025. See the “Grants of Plan-Based Awards” table for details regarding each award. The PSU awards granted in fiscal year 2026 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 $4,560,191. |
Summary Compensation Table
| (17) Amount reported includes both PSU and RSU awards granted in connection with Mr. Macwan’s hiring during fiscal year 2026 and includes the full grant date fair value of the PSUs initially awarded. The PSU awards granted in fiscal year 2026 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 $2,713,600. As disclosed above in the section titled, “Elements of Our Fiscal Year 2026 Executive Compensation Program—Long Term Incentive Compensation,” 60,000 of the PSUs initially awarded to Mr. Macwan were subsequently canceled and replaced with RSUs. The value of Mr. Macwan’s remaining 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 $1,696,000. |
Summary Compensation Table
| (18) Amount reported includes both PSU and RSU awards granted in connection with Mr. Suri’s hiring during fiscal year 2026. The PSU awards granted in fiscal year 2026 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 $2,854,881. |
Summary Compensation Table
| (19) Amount reported includes both PSU and RSU awards. The PSU awards granted in fiscal year 2026 were to 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, was $1,828,000. Mr. Sarin terminated service as an employee on September 19, 2025 and all of his outstanding and unvested awards were forfeited as of such date. |
Summary Compensation Table
| (20) Amount reported includes both PSU and RSU awards. The PSU awards granted in fiscal year 2026 were to 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 had been achieved or exceeded, was $3,470,077. Mr. Millard terminated service as an employee on November 11, 2025 and all of his outstanding and unvested awards were forfeited as of such date. |
Summary Compensation Table
| (21) Amounts reported represent annual performance-based cash bonus payments earned based on the achievement of Company goals and other factors deemed relevant by our board of directors and compensation committee. For additional information, refer to the section titled “—Compensation Discussion and Analysis—Incentive Plan Compensation.” |
Summary Compensation Table
| (22) Amounts reported for the fiscal year ended January 31, 2026 include the following: |
Summary Compensation Table
| Named Executive Officer | 401(k) Matching Contributions ($) | Severance Payments ($) | Total Other Compensation ($) | | Rory Read | 4,200 | — | 4,200 | | Anthony Coletta | 863 | — | 863 | | Joy Corso | 4,200 | — | 4,200 | | Sanjay Macwan | 3,361 | — | 3,361 | | Karthik Suri | 1,115 | — | 1,115 | | Manish Sarin | — | 453,856(a) | 453,856 | | Scott Millard | — | — | — |
Summary Compensation Table
| (a) Includes $180,180 paid during the fiscal year ended January 31, 2026 for base salary severance that Mr. Sarin received per the terms of his separation agreement, payable in substantially equal amounts over nine months in accordance with our regular payroll schedule, for a total of four and a half months in the fiscal year ended January 31, 2026, with the remaining $180,180 to be paid in the fiscal year ending January 31, 2027, and $273,676 for his fiscal year 2026 target annual cash bonus opportunity severance. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information regarding each plan-based award granted to our NEOs during the fiscal year ended January 31, 2026. All equity awards were granted pursuant to our 2021 Plan.
Grants of Plan-Based Awards
| Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Rory Read | Annual Cash | | 168,750 | 675,000 | 1,350,000 | — | — | — | — | — | | Anthony Coletta | Annual Cash | | 33,177 | 132,707 | 265,414 | — | — | — | — | — | | | RSU | 11/15/2025 | — | — | — | — | — | — | 490,195 | 3,568,620 | | | PSU | 11/15/2025 | — | — | — | 81,698 | 163,397 | 326,794 | — | 1,566,977 | | Joy Corso | Annual Cash | | 106,875 | 427,500 | 855,000 | — | — | — | — | — | | | RSU | 2/15/2025 | — | — | — | — | — | — | 500,000 | 4,490,000 | | | RSU | 2/15/2025 | — | — | — | — | — | — | 60,606 | 544,242 | | | RSU | 3/15/2025 | — | — | — | — | — | — | 257,142 | 2,350,278 | | | PSU | 2/15/2025 | — | — | — | 83,334 | 166,668 | 333,336 | — | 2,067,933 | | | PSU | 3/15/2025 | — | — | — | 42,856 | 85,713 | 171,426 | — | 1,149,840 | | Sanjay Macwan | Annual Cash | | 43,220 | 172,881 | 345,762 | — | — | — | — | — | | | RSU | 5/15/2025 | — | — | — | — | — | — | 240,000 | 2,035,200 | | | RSU | 7/15/2025 | — | — | — | — | — | — | 60,000 | 517,200 | | | PSU | 5/15/2025 | — | — | — | 80,000 | 160,000 | 320,000 | — | 1,902,800 | | Karthik Suri | Annual Cash | | 29,897 | 119,589 | 239,178 | — | — | — | — | — | | | RSU | 11/15/2025 | — | — | — | — | — | — | 588,234 | 4,282,344 | | | RSU | 11/15/2025 | — | — | — | — | — | — | 130,718 | 951,627 | | | PSU | 11/15/2025 | — | — | — | 98,038 | 196,077 | 392,154 | | 1,880,378 | | Manish Sarin(4) | Annual Cash | | 68,419 | 273,676 | 547,352 | — | — | — | — | — | | | RSU | 03/15/2025 | — | — | — | — | — | — | 300,000 | 2,742,000 | | | PSU | 03/15/2025 | — | — | — | 50,000 | 100,000 | 200,000 | — | 1,341,500 | | Scott Millard(5) | Annual Cash | | 16,593 | 66,370 | 132,740 | — | — | — | — | — | | | RSU | 9/25/2025 | — | — | — | — | — | — | 666,468 | 5,205,115 | | | RSU | 9/25/2025 | — | — | — | — | — | — | 59,241 | 462,672 | | | PSU | 9/25/2025 | — | — | — | 111,078 | 222,156 | 444,312 | — | 2,314,866 |
Grants of Plan-Based Awards
| (1) Amounts reported represent the cash bonus amount payable to each NEO under our 2026 Bonus Plan based on attainment of the applicable performance goals for the fiscal year ended January 31, 2026. The amounts shown in the “Threshold” column represent a bonus payout if either of the applicable performance goals is met at the threshold level, but the other performance goal is not achieved. The amounts shown in the “Maximum” column represent the maximum bonus payout if each of the performance goals under the 2026 Bonus Plan is achieved or exceeded, and reflects a cap equal to 200% of the amounts shown under the Target column. These amounts do not represent either additional or actual compensation earned by our NEOs for the fiscal year ended January 31, 2026. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. Mr. Sarin stepped down as Chief Financial Officer effective September 19, 2025, and he did not receive the target bonus for this plan, but rather a severance bonus in the amount set forth in the “All Other Compensation” column of the “Summary Compensation Table” above for Mr. Sarin. Mr. Millard stepped down as Chief Revenue Officer effective November 11, 2025 and was not eligible to receive an annual cash bonus payment. |
Grants of Plan-Based Awards
| (2) Each RSU is subject to time-based vesting and each PSU is subject to performance-based and time-based vesting, in each case, as described in the footnotes to the table under “—Outstanding Equity Awards as of January 31, 2026.” |
Grants of Plan-Based Awards
| (3) 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, 2026. These amounts do not reflect the actual economic value that may be realized by the NEO. |
Grants of Plan-Based Awards
| (4) All outstanding and unvested awards granted to Mr. Sarin were forfeited upon his departure from the Company. |
Grants of Plan-Based Awards
| (5) All outstanding and unvested awards granted to Mr. Millard were forfeited upon his departure from the Company. |
Outstanding Equity Awards as of January 31, 2026
Outstanding Equity Awards as of January 31, 2026 The following table sets forth certain information regarding outstanding equity awards granted to our NEOs that remain outstanding as of January 31, 2026. As discussed above, Messrs. Sarin and Millard’s service with the Company terminated on September 19, 2025 and November 11, 2025, respectively, and all outstanding and unvested awards were forfeited in connection therewith. Accordingly, neither Mr. Sarin nor Mr. Millard had any outstanding equity awards as of January 31, 2026.
Outstanding Equity Awards as of January 31, 2026
| Name | Grant Date | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | 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 ($)(1) | | Rory Read | 11/05/2024 | — | — | 1,425,000(2) | 9,091,500 | | | 11/05/2024 | — | — | 712,500(2) | 4,545,750 | | | 11/05/2024 | 835,406(3) | 5,329,890 | — | — | | | 11/05/2024 | 489,844 (4) | 3,125,205 | — | — | | Anthony Coletta | 11/15/2025 | — | — | 163,397(5) | 1,042,473 | | | 11/15/2025 | 490,195(6) | 3,127,444 | — | — | | Joy Corso | 2/15/2025 | — | — | 166,668(2) | 1,063,342 | | | 2/15/2025 | 500,000(7) | 3,190,000 | — | — | | | 3/15/2025 | — | — | 85,713(8) | 546,849 | | | 3/15/2025 | 257,142(7) | 1,640,566 | — | — | | Sanjay Macwan | 5/15/2025 | — | — | 100,000(8) | 638,000 | | | 5/15/2025 | 240,000(9) | 1,531,200 | — | — | | | 7/15/2025 | 60,000(9) | 382,800 | — | — | | Karthik Suri | 11/15/2025 | — | — | 196,077(5) | 1,250,971 | | | 11/15/2025 | 588,234(6) | 3,752,933 | — | — | | | 11/15/2025 | 130,718(10) | 833,981 | — | — |
Outstanding Equity Awards as of January 31, 2026
| (1) Market value is calculated based on the closing price of our Class A common stock on January 30, 2026, which was $6.38 as reported on the NYSE. |
Outstanding Equity Awards as of January 31, 2026
| (2) 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 the NEO’s continued service with the Company through such vesting date. For each type of PSUs, the NEO 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. |
Outstanding Equity Awards as of January 31, 2026
| (3) 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. |
Outstanding Equity Awards as of January 31, 2026
| (4) 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. |
Outstanding Equity Awards as of January 31, 2026
| (5) The PSUs will be eligible to vest at the end of a three-year performance period commencing on February 1, 2025, with 75% of the PSUs to be earned and vest, subject to the satisfaction of the continuous service requirement noted below, 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, subject to the satisfaction of the continuous service requirement noted below, 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 the NEO’s continued service with the Company through December 15, 2028. For each type of PSUs, the NEO 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. |
Outstanding Equity Awards as of January 31, 2026
| (6) 25% of the RSUs shall vest on December 15, 2026, 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. |
Outstanding Equity Awards as of January 31, 2026
| (7) 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. |
Outstanding Equity Awards as of January 31, 2026
| (8) The PSUs will be eligible to vest at the end of a three-year performance period commencing on February 1, 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 the NEO’s continued service with the Company through such vesting date. For each type of PSUs, the NEO 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. |
Outstanding Equity Awards as of January 31, 2026
| (9) 25% of the RSUs shall vest on June 15, 2026, 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. |
Outstanding Equity Awards as of January 31, 2026
| (10) 50% of the RSUs shall vest on each of June 15, 2026 and December 15, 2026, subject to Mr. Suri’s continued service with us as of each such date. |
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, 2026 with respect to our NEOs. During fiscal year 2026, none of our NEOs exercised any stock options.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Rory Read | 812,250 | 6,158,708 | | Anthony Coletta | — | — | | Joy Corso | 60,606 | 481,818 | | Sanjay Macwan | — | — | | Karthik Suri | — | — | | Manish Sarin | 267,760 | 2,264,253 | | Scott Millard | — | — |
Option Exercises and Stock Vested
| (1) 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. |
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, 2026, including in connection with a “change in control” (as defined in the Severance Plan or the NEO’s employment agreement, as applicable) of Sprinklr as of January 31, 2026. As discussed above, Messrs. Sarin and Millard’s service with the Company terminated on September 19, 2025 and November 11, 2025, respectively. Accordingly, information regarding the amount of compensation actually received by Messrs. Sarin and Millard in connection with their respective terminations is set forth in narrative disclosure following the table.
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 | 8,727,840 | 20,933 | 10,098,773 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 1,012,500 | 1,012,500 | 22,092,345 | 31,400 | 24,148,745 | | Anthony Coletta | Termination without Cause or with Good Reason | 345,000 | 414,000 | 173,745 | 23,781 | 956,526 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 460,000 | 414,000 | 4,169,917 | 31,707 | 5,075,624 | | Joy Corso | Termination without Cause or with Good Reason | 356,250 | 427,500 | 1,777,918 | 23,887 | 2,585,555 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 475,000 | 427,500 | 6,440,757 | 31,849 | 7,375,106 | | Sanjay Macwan | Termination without Cause or with Good Reason | 288,750 | 211,750 | — | 19,782 | 520,282 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 385,000 | 211,750 | 2,552,000 | 26,376 | 3,175,126 | | Karthik Suri | Termination without Cause or with Good Reason | 375,000 | 450,000 | 625,486 | 131 | 1,450,617 | | | Termination without Cause or with Good Reason in connection with a CIC(2) | 500,000 | 450,000 | 5,837,885 | 175 | 6,788,060 |
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. |
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 30, 2026 ($6.38 per share), as reported on the NYSE, multiplied by the number of unvested RSUs. |
Potential Payments Upon Termination or Change in Control
Mr. Sarin, our former Chief Financial Officer, terminated service as an employee on September 19, 2025. Per our Severance Plan, Mr. Sarin will receive $634,036 in severance, which represents the sum of (i) 75% of his annual base salary rate, payable over nine months in substantially equal payments in accordance with our regular payroll schedule, and (ii) his prorated target fiscal year 2026 annual cash bonus opportunity. Mr. Sarin will continue to be subject to customary continuing obligations, such as his obligations of confidentiality. Mr. Millard, our former Chief Revenue Officer, terminated service as an employee on November 11, 2025. Mr. Millard was not eligible to, and did not, receive any severance in connection with his termination, pursuant to the Severance Plan or otherwise. Mr. Millard will continue to be subject to customary continuing obligations, such as his obligations of confidentiality.
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, 2026 to the annual total compensation of our median employee (the “CEO Pay Ratio”).
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 $62,011 for fiscal year 2026. Mr. Read’s annual total compensation as reported in the Summary Compensation Table was $1,664,700 for fiscal year 2026. Based on this information, the CEO Pay Ratio was approximately 27:1 for fiscal year 2026. We believe that Mr. Read’s fiscal year 2026 annual total compensation is not representative of the annual total direct compensation of a Chief Executive Officer of a company comparable to Sprinklr, and future pay ratio disclosures may reflect pay ratios that vary significantly from the fiscal year 2026 pay ratio. 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 81% of our employees located outside the United States, with 60% of our employees located in India as of January 31, 2026. 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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.
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, 2026. 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. Mr. Read, our President and Chief Executive Officer, also is a member of our board of directors, but does not receive any additional compensation for his service as director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Read for fiscal year 2026.
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All other Compensation ($) | Total ($) | | Neeraj Agrawal | 55,000 | 199,993 | — | 254,993 | | Jan R. Hauser | 80,622(3) | 66,664 | — | 147,286 | | Kevin Haverty | 48,000(4) | 199,993 | — | 247,993 | | Yvette Kanouff | 45,000 | 199,993 | — | 244,993 | | Eileen Schloss | 58,000 | 299,997 | — | 357,997 | | Ragy Thomas(5) | 20,000 | 459,999 | 912,618(6) | 1,392,617 | | Stephen M. Ward, Jr. | 65,867(3) | 66,664 | — | 132,531 | | Tarim Wasim(7) | — | — | — | — | | Edwin Gillis(8) | 12,853(9) | — | — | 12,853 |
Non-Employee Director Compensation Table
| (1) 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, 2026 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, 2026. These amounts do not reflect the actual economic value that may be realized by the non-employee director. |
Non-Employee Director Compensation Table
| (2) The aggregate number of shares outstanding under all stock awards and options held by our non-employee directors as of January 31, 2026 are set forth in the following table: |
Non-Employee Director Compensation Table
| Name | Number of Shares Underlying RSUs | Number of Shares Underlying Options | | Neeraj Agrawal | 24,660 | — | | Jan R. Hauser | 11,919 | — | | Kevin Haverty | 27,619 | — | | Yvette Kanouff | 24,660 | — | | Eileen Schloss | 36,991 | 45,000 | | Ragy Thomas | 446,319 | 9,643,269 | | Stephen M. Ward, Jr. | 11,179 | — | | Tarim Wasim(7) | — | — | | Edwin Gillis | — | 250,000 |
Non-Employee Director Compensation Table
| (3) Each of Ms. Hauser and Mr. Ward received cash fees for such director’s service between January 29, 2025 and June 12, 2025 and elected to receive equity in lieu of all of such director’s cash fees in connection with our 2025 annual meeting of stockholders, which resulted in each director receiving an RSU award of 7,398 and 5,918 shares of Class A common stock, respectively. |
Non-Employee Director Compensation Table
| (4) Mr. Haverty elected to receive equity in lieu of all of his cash fees, which resulted in him receiving an RSU award of 5,918 shares of Class A common stock. |
Non-Employee Director Compensation Table
| (5) Mr. Thomas terminated service as an employee on May 31, 2025 and was deemed eligible to receive the compensation described in our non-employee director compensation policy as of June 12, 2025. |
Non-Employee Director Compensation Table
| (6) Consists of (i) $166,667 base salary paid to Mr. Thomas in connection with his service to the Company as Advisor to the Chief Executive Officer, (ii) $500,000 for base salary severance in connection with his termination of service as an employee, (iii) $125,000 for payment in lieu of bonus eligibility for fiscal year 2026, (iv) $18,477 for COBRA benefits premiums for Mr. Thomas, his spouse and his dependents and (v) $102,474 related to costs associated with Mr. Thomas’s transportation and security during fiscal year 2026. |
Non-Employee Director Compensation Table
| (7) Mr. Wasim elected to waive all rights to any compensation payable to him for his services as a member of our board of directors. |
Non-Employee Director Compensation Table
| (8) Mr. Gillis resigned as chair of our audit committee on March 31, 2025 and as a director of the Company and member of the audit committee on June 12, 2025. |
Non-Employee Director Compensation Table
| (9) Mr. Gillis had previously elected to receive equity in lieu of all of his cash fees; however, in connection with Mr. Gillis’s resignation as the chair of our audit committee on March 31, 2025, the final tranche of the applicable equity award ceased vesting. Accordingly, Mr. Gillis received cash fees for his service during his final quarter of service. |
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 NEOs, see the sections titled “Executive Compensation” and “Non-Employee Director Compensation.”