DEF 14A of Netskope Inc, May 27, 2026

DEF 14A of Netskope Inc

Filed May 27, 2026 · FY20260001193125-26-242108

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Sanjay Beri. Sanjay Beri has served as our Chief Executive Officer and as a member of our Board of Directors since he co-founded the Company in October 2012 and currently serves as Chairman of our Board of Directors. From August 2004 to September 2012, Mr. Beri served in various executive roles at Juniper Networks, Inc., a developer of networking products, most recently as Vice President and General Manager, Access/Security and Pulse Business Unit from June 2007 to August 2012. In 1999, he co-founded Ingrian Networks, Inc., an enterprise data protection and privacy solutions company, that was acquired by SafeNet Inc. Mr. Beri holds an Honors BSc in Computer Engineering from the University of Waterloo, M.S. in Electrical Engineering from Stanford University, and M.B.A. from the University of California, Berkeley, Haas School of Business. We believe Mr. Beri is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as our co-founder, as well as his prior business experience. Arif Janmohamed. Arif Janmohamed has served as a member of our Board of Directors since May 2013. Since June 2008, Mr. Janmohamed has served as a Partner at Lightspeed Venture Partners, a venture capital firm (“Lightspeed Venture Partners”). Prior to joining Lightspeed Venture Partners, Mr. Janmohamed held roles at various technology companies, including Cisco Systems, Inc., a technology solutions company, from 2006 to 2008. He currently serves on the board of directors of Navan, Inc., a corporate travel and expense management company. Mr. Janmohamed holds a B.Sc. in Computer Engineering from University of Waterloo, Canada and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Janmohamed is qualified to serve as a member of our Board of Directors given his leadership and business experience, technical knowledge, and his deep understanding of our business and industry as an early investor.

  2. Continuing Directors

    Continuing Directors Enrique Salem. Enrique Salem has served as a member of our Board of Directors since September 2013. Since July 2014, Mr. Salem has served as a Managing Director at Bain Capital Ventures, a venture capital firm. He previously served as President, Chief Executive Officer, and Chief Operating Officer, at Symantec Corporation, now known as Gen Digital, Inc., a cybersecurity company. Mr. Salem currently serves on the board of directors of Docusign, Inc., a cloud-based digital transaction administration platform and previously served on the boards of directors of Atlassian Corporation, a software company, Forescout Technologies, Inc., a provider of network security control solutions, Mandiant, Inc., a cybersecurity company acquired by Google LLC (“Mandiant”), and Rubrik, Inc., a cybersecurity company. Mr. Salem holds an A.B. in Computer Science from Dartmouth College. We believe Mr. Salem is qualified to serve as a member of our Board of Directors due to his extensive investment, management, and leadership experience, and his service as a director of multiple publicly traded companies. Eric Wolford. Eric Wolford has served as a member of our Board of Directors since May 2014. Since January 2014, Mr. Wolford has served as a partner at Accel, a venture capital firm (“Accel”). He currently serves on the boards of directors of several privately-held companies. Mr. Wolford holds a B.S. in Pre-Medicine from Pepperdine University and an M.B.A. from the New York University Stern School of Business. We believe Mr. Wolford is qualified to serve as a member of our Board of Directors due to his experience investing in, and serving on the board of directors of, various technology companies. Kimberly Alexy. Kimberly Alexy has served as a member of our Board of Directors since May 2021. Since June 2005, Ms. Alexy has served as a private investor and corporate board member. From August 2012 until June 2014, she served as an Adjunct Lecturer at San Diego State University in the Graduate School of Business. Ms. Alexy currently serves on the board of directors of Western Digital Corporation, a data storage company, and Redis, an enterprise software company. She previously served on the boards of SanDisk, a memory storage company; Mandiant, a cybersecurity company; Five9, a provider of cloud contact management software; FireEye, a cybersecurity provider; Microsemi, a semiconductor company; Alteryx, a data analytics software provider; and several others. She is a Chartered Financial Analyst (CFA) and holds a B.A. from Emory University and an M.B.A. with a concentration in Finance and Accounting from the College of William and Mary. We believe Ms. Alexy is qualified to serve as a member of our Board of Directors due to her experience investing in technology companies and her service as a director of multiple publicly traded companies. William Griffith. William Griffith has served as a member of our Board of Directors since February 2023. Since January 2013, Mr. Griffith has been a Partner at ICONIQ Capital, LLC, a global investment firm (“ICONIQ”), where he founded ICONIQ’s venture and growth investing platform. From August 2000 to December 2011, he was at Technology Crossover Ventures, a private equity and venture capital firm, where he was a General Partner. Mr. Griffith began his career in investment banking at Morgan Stanley and at The Beacon Group, a private equity firm acquired by JPMorgan Chase. Mr. Griffith has served on the board of directors of Procore Technologies, Inc., a publicly traded construction management software company, since December 2015, and ServiceTitan, Inc., a publicly traded cloud-based software company serving the trades, since November 2016. He also serves on the boards of directors of several privately held companies. Mr. Griffith previously served on the board of directors of BlackLine, Inc., a publicly traded enterprise software company, and Orbitz Worldwide, Inc., a publicly traded online travel company acquired by Expedia Group, Inc. He holds an A.B. in History and Engineering from Dartmouth College and an M.B.A. from the Stanford University Graduate School of Business. We believe Mr. Griffith is qualified to serve as a member of our Board of Directors due to his extensive investment experience in the technology sector, and his service as a director of multiple publicly traded companies.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and its respective committees and other director qualifications. While our Board of Directors has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to our Board of Directors, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board of Directors. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our Board of Directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our Board of Directors.

  4. Director Compensation

    Director Compensation In connection with our initial public offering (the “IPO”), we adopted an outside director compensation policy for our non-employee directors that became effective following the completion of our IPO. The outside director compensation policy was developed with input from our independent compensation consultant, Compensia, Inc. (“Compensia”) regarding practices and compensation levels of similarly situated companies and is intended to attract, retain, and reward non-employee directors. Under our outside director compensation policy, non-employee directors are entitled to receive compensation in the form of cash and equity, as described below. We also will continue to reimburse our eligible non-employee directors for reasonable, customary, and documented travel expenses to board and committee meetings. Our outside director compensation policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the initial fiscal year of service as a non-employee director. For purposes of this limitation, the value of equity awards will be based on the grant date fair value (determined in accordance with GAAP). Any cash compensation paid or equity awards granted to a person for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

  5. Director Compensation for Fiscal Year 2026

    Director Compensation for Fiscal Year 2026 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our Board of Directors for the fiscal year ended January 31, 2026. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2026, Mr. Beri was an executive officer of the company and therefore did not receive compensation as director. See “Executive Compensation” for additional information regarding Mr. Beri’s compensation.

  6. Director Compensation for Fiscal Year 2026

    | Name | Fees Paid or Earned in Cash ($)(1) | Total ($) | | Kimberly Alexy | 22,337 | 22,337 | | William Griffith | 13,030 | 13,030 | | Arif Janmohamed(2) | - | - | | Enrique Salem | 29,783 | 29,783 | | Eric Wolford | 20,476 | 20,476 |

  7. Director Compensation for Fiscal Year 2026

    (1) The amounts reported represent a partial year of cash compensation due to the timing of our initial public offering and the effective date of our director compensation policy. (2) Mr. Janmohamed waived his right to compensation under our Outside Director Compensation Policy for the period between our initial public offering and January 31, 2026. There were no equity awards granted to any of our non-employee directors in fiscal year 2026. As of January 31, 2026, none of our non-employee directors held any outstanding equity awards. PROPOSAL NO. 1:

  8. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of six directors and is divided into three classes with staggered three-year terms. At the annual meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, or removal.

  9. Summary Compensation Table for Fiscal Year 2026

    Summary Compensation Table for Fiscal Year 2026 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal year 2026 and prior years where applicable, as determined under SEC rules.

  10. Summary Compensation Table for Fiscal Year 2026

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Sanjay Beri, | 2026 | 547,500 | — | 233,382,279 | — | 385,000 | 213,328(3) | 234,528,107 | | Chief Executive Officer | 2025 | 535,001 | — | — | — | 436,025 | 1,650 | 972,676 | | Raphaël Bousquet, | 2026 | 722,518(4) | — | 8,777,635 | — | 566,758 | 48,669(5) | 10,115,580(6) | | Chief Revenue Officer | 2025 | 480,129 | — | 5,088,110 | 2,661,096 | 776,746 | 53,260 | 9,059,701 | | Drew Del Matto, | 2026 | 543,375 | — | 3,787,500 | — | 274,275 | — | 4,605,150 | | Chief Financial Officer | 2025 | 517,500 | — | — | — | 406,237 | — | 923,737 |

  11. Summary Compensation Table for Fiscal Year 2026

    The amounts reported represent the aggregate grant-date fair value of the RSUs calculated in accordance with ASC 718, Compensation—Stock Compensation. Such grant date fair values do not take into account any estimated forfeitures. Stock awards reflected in the table above represent RSUs that are subject to both a service condition and a liquidity event condition and performance-based RSUs that are subject to a service condition, market condition, and liquidity event condition. The grant-date fair value of all RSUs granted during the fiscal year reported in the table above assumes achievement of the performance condition as of the grant date. Note that while the grant-date fair value assuming achievement of the performance condition is included in the table above, the achievement of the performance condition was not deemed probable on the date of grant. In the case of performance-based RSUs, the value was calculated using a model based on market capitalization outcomes developed through the use of a Monte Carlo simulation, which incorporates into the valuation the possibility that the hurdles may not be satisfied. The maximum value of the performance-based RSUs assuming achievement of all metrics is $109.7 million for Mr. Beri. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in Notes 2 and 10 to Financial Statements included in our Annual Report on Form 10-K filed on March 31, 2026. These amounts do not reflect the actual economic value that may be realized by the named executive officer. The amounts reported in this column represent amounts earned under each named executive officer's annual bonus and, in the case of Mr. Bousquet, his individualized sales commission plan, as described in the section titled “Fiscal 2026 Non-Equity Incentive Plans.” (3) The amount consists of a Hart-Scott-Rodino filing fee paid on behalf of Mr. Beri ($105,000) and the associated tax reimbursement ($108,328). (4) The amount includes $189,774 in accrued vacation benefits and a sector premium of $384. (5) The amount includes (i) a housing allowance of $32,675; (ii) $7,624 in tuition fees for Mr. Bousquet’s child; (iii) a car allowance of $4,761 and (iv) a travel allowance of $3,629. (6) In fiscal 2026, Mr. Bousquet was compensated in Eurodollars and the UAE dirham. The exchange rates used in these calculations was based on the average in March 2026.

  12. Outstanding Equity Awards at Fiscal 2026 Year-End

    Outstanding Equity Awards at Fiscal 2026 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2026.

  13. Outstanding Equity Awards at Fiscal 2026 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Unexercised options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | 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) | | Sanjay Beri | 8/21/2018 | 1,088,680(4) | - | 1.49 | 8/22/2028 | | | | | | | 8/21/2018 | 281,250(5) | 1,068,750 | 1.49 | 8/22/2028 | | | | | | | 4/14/2025 | | | | | 5,198,520(6) | 63,162,018 | 3,077,448(7) | 37,390,993 | | | 4/14/2025 | | | | | 7,222,663(8) | 98,950,483 | | | | Raphaël Bousquet | 8/24/2021 | 345,000(4) | - | 8.45 | 8/25/2031 | | | | | | | 8/31/2023 | 110,000(4) | - | 10.43 | 9/1/2033 | | | | | | | 3/6/2024 | 455,000(4) | - | 11.25 | 3/7/2034 | | | | | | | 6/5/2024 | | | | | 28,806(9) | 322,469 | | | | | 9/5/2024 | | | | | 275,000(10) | 3,103,953 | | | | | 6/4/2025 | | | | | 40,625(11) | 615,587 | | | | | 8/20/2025 | | | | | 421,875(12) | 7,518,741 | | | | Drew Del Matto | 6/18/2019 | 3,225,342(4) | - | 2.41 | 6/19/2029 | | | | | | | 1/27/2023 | | | | | 350,000(13) | 3,650,500 | 170,434(14) | 2,167,920 | | | 6/4/2025 | | | | | 203,125(12) | 3,077,933 | | |

  14. Outstanding Equity Awards at Fiscal 2026 Year-End

    (1) Each of the outstanding equity awards listed in this table was granted pursuant to our 2022 Stock Incentive Plan. (2) This column represents the fair market value of a share of our Class B common stock on the grant date, as determined by our Board of Directors. (3) This column represents the fair market value of the shares of our Class B common stock underlying the RSUs as of January 31, 2026, based on the closing price of our Class A common stock of $14.85 per share on the last trading day before January 31, 2026. (4) The option is fully vested and immediately exercisable. (5) One-eighth of the shares subject to the option vested upon the effectiveness of the Company’s initial public offering and the remaining shares vest in 42 equal monthly installments thereafter, subject to continued service with us through each date. (6) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in 44 equal monthly installments beginning on February 19, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details The performance-based RSUs vest upon the satisfaction of three vesting requirements. The liquidity event requirement was satisfied upon the closing of the Company’s initial public offering. The service condition is satisfied in 48 equal monthly installments beginning on October 19, 2025, subject to continued service with us through each date. The market condition is satisfied upon the Company’s achievement of certain market capitalization levels. See section entitled “CEO Fiscal 2026 Equity Awards; CFO Equity Award Modification; CRO Fiscal 2026 Equity Awards” for additional details. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in 16 equal quarterly installments beginning on April 1, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (9) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in nine equal quarterly installments beginning on April 1, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (10) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in 11 equal quarterly installments beginning on April 1, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (11) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in 13 equal quarterly installments beginning on April 1, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (12) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest in 15 equal quarterly installments beginning on April 1, 2026, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (13) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest as to 150,000 shares on April 1, 2026 and the remaining 200,000 shares on April 1, 2027, subject to continued service with us through each date. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details (14) The RSUs set forth above, which represent the remaining portion of the applicable RSU award, vest upon the satisfaction of both a service condition and a market condition. The remaining service condition for the RSUs is satisfied as to 30% of the RSUs on April 1, 2026, and 40% of the RSUs on April 1, 2027. The market condition is satisfied upon the Company’s achievement of certain market capitalization levels. See section entitled “CEO Fiscal 2026 Equity Awards; CFO Equity Award Modification; CRO Fiscal 2026 Equity Awards” for additional details. The award of RSUs is subject to vesting acceleration under our Severance Plan. See the section titled "—Potential Payments upon Termination or Change in Control—Executive Change in Control Severance Plan" below for further details

  15. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Executive Change in Control Severance Plan Our Executive Change in Control Severance Plan (the “Severance Plan”) is designed to attract, retain, and reward senior level employees. The severance payments and benefits under the Severance Plan generally are in lieu of any other severance payments and benefits to which a participant was entitled before signing his or her participation agreement under the Severance Plan, except as specifically provided under the participation agreement. Our Board of Directors has designated each of our executive officers as a participant under our Severance Plan eligible for the rights to the applicable payments and benefits described below. In the event of a “termination” of the employment of an executive officer by us for a reason other than “cause” or the executive officer's death or “disability” (as such terms are defined in our Severance Plan), that occurs outside the change in control period (as described below), the executive officer will be entitled to the following payments and benefits: continuing payments equal to 12 months of the executive officer's annual base salary; and reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”) (or similar benefit, in the case for Mr. Bousquet), for a period of 12 months. In the event of a “termination” of the employment by us for a reason other than “cause” or the participant's death or “disability” or by the participant for “good reason” (as such terms are defined in our Severance Plan), in either case, occurring within a period beginning 3 months prior to and ending 12 months following a “change in control” (as defined in our Severance Plan, and such period the “change in control period”), the participant will be entitled to the following payments and benefits: • a lump sum payment equal to (i) 12 months (or in the case of Mr. Beri, 18 months), plus (ii) 100% of the participant's target annual bonus as in effect for the fiscal year in which the qualifying termination of employment occurs; • reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under the COBRA (or similar benefit, in the case for Mr. Bousquet) for a period of 12 months (or in the case of Mr. Beri, 18 months); and • 100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s), unless otherwise determined by the applicable agreement governing the equity award with performance-based vesting. In the case of Mr. Bousquet, his severance entitlement under the Severance Plan is the greater of the payments and benefits provided above or the statutory severance. The receipt of the payments and benefits provided for under the Severance Plan described above is conditioned on the executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the named executive officer's involuntary termination of employment, as well as continued compliance with any confidentiality, proprietary information, and inventions agreement applicable to the executive officer. Any provision in a participant's existing offer letter, employment agreement, and/or equity award agreement with the Company that provides for vesting of participant's RSUs upon (i) the effective date of the initial public offering of the Company's securities or (ii) the date of an acquisition or such other similar terms as set forth therein will not be superseded by the Severance Plan or the participation agreement, and will continue in full force and effect pursuant to its existing terms. In addition, if any of the payments or benefits provided for under our Severance Plan or otherwise payable to the executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. Our Severance Plan does not require us to provide any tax gross-up payments to the executive officers.