DEF 14A of SentinelOne, Inc., May 16, 2024

DEF 14A of SentinelOne, Inc.

Filed May 16, 2024 · FY20240001583708-24-000029

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Charlene T. Begley has served as a member of our Board since January 2021. Ms. Begley has served as an independent director and member of the audit committee of Nasdaq, Inc., a global technology and financial services company, since April 2014, and as chair of its nominating and ESG committees since June 2021. Since April 2017, she has served as an independent director and chairperson of the audit committee, and member of the nomination and ESG committee at Hilton Worldwide Holdings Inc., a multinational hospitality company. Earlier in her career, Ms. Begley served in various roles at the General Electric Company, or GE, a diversified infrastructure and financial services company, from June 1988 to December 2013. Ms. Begley served in a dual role as Senior Vice President and Chief Information Officer, as well as President and Chief Executive Officer of GE’s Home and Business Solutions Office, from January 2010 to December 2012. Previously, Ms. Begley served as President and Chief Executive Officer of GE’s Enterprise Solutions group from 2007 to 2009. In addition, Ms. Begley served as President and Chief Executive Officer of GE Plastics and GE Transportation and prior to that led GE’s Corporate Audit staff and served as Chief Financial Officer for GE Transportation and GE Plastics Europe and India. Ms. Begley served as a director at Red Hat, Inc., a software development company, from November 2014 to June 2019 and at WPP plc, a multinational communications, commerce and technology company, from December 2013 to June 2017. Ms. Begley holds a B.S. in Finance from the University of Vermont. We believe Ms. Begley is qualified to serve as a member of our Board because of her knowledge of technology and information security companies, her broad financial and audit expertise from prior roles at GE and service on the audit committees of several public companies, and her expertise and experience both in operational management roles and board leadership positions at large, public organizations. Aaron Hughes has served as a member of our Board since May 2021. Since November 2020, Mr. Hughes has served as Senior Vice President and Chief Information Security Officer at Albertsons Companies, Inc., a grocery and drugstore company. From June 2017 to November 2020, Mr. Hughes served as Vice President for Information Security and Deputy Chief Information Security Officer at Capital One Financial Corporation, a financial services company. Prior to Capital One, Mr. Hughes served as Deputy Assistant Secretary of Defense for Cyber Policy at the United States Department of Defense from May 2015 to January 2017. From July 2008 to May 2015, Mr. Hughes served as Vice President at In-Q-Tel, Inc., a venture capital firm. Mr. Hughes holds a B.S. in Mechanical Engineering from the University of Virginia, a M.S. in Telecommunication and Computers from George Washington University, and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Hughes is qualified to serve as a member of our Board because of his extensive leadership, business and policy experience in the technology and cybersecurity industries. Mark S. Peek has served as a member of our Board since May 2021. Since February 2018, Mr. Peek has served as Executive Vice President, Managing Director of Workday Ventures, the strategic investment arm of Workday, Inc. (Workday), a provider of enterprise cloud applications for finance and human resources. From June 2015 to February 2018, Mr. Peek served as Co-President of Workday, and from June 2012 to April 2016, as Workday’s Chief Financial Officer. Prior to joining Workday, Mr. Peek served as President, Business Operations and Chief Financial Officer of VMware, Inc., a provider of business infrastructure virtualization solutions from April 2007 to January 2011. From March 2000 to April 2007, Mr. Peek served as Senior Vice President and Chief Accounting Officer at Amazon.com, Inc., a technology company. Prior to joining Amazon, Mr. Peek spent 19 years at Deloitte, a professional services firm, and as a partner for the last ten of those years. Mr. Peek serves on the Advisory Board of the Foster School of Business at the University of Washington. From December 2011 to June 2012, Mr. Peek served on the board of directors of Workday. Mr. Peek has served as a member of the board of directors of Trimble Inc., a software, hardware and services technology company, since May 2010. Mr. Peek received a B.S. in Accounting and International Finance from Minnesota State University. We believe that Mr. Peek is qualified to serve as a member of our Board because of his extensive leadership and business experience with technology companies.

  2. Continuing Directors

    Continuing Directors Tomer Weingarten is our co-founder and has served as our Chief Executive Officer and a member of our Board since our inception in January 2013, as our President since November 2018, and as our Chairman of our Board since March 2021. Before our founding, Mr. Weingarten held various positions, including Vice President of Products, at Toluna Holdings Limited, a technology company that delivers real-time consumer insights, from May 2007 to December 2012, which he joined following the acquisition of Dpolls, a startup he had previously co-founded. Prior to that, Mr. Weingarten co-founded Carambola Media Ltd., a publisher focused platform that creates new ad revenue streams through engaging content formats, where he served as Chief Technology Officer from May 2011 to May 2012. Mr. Weingarten also previously served in various roles at Mckit Systems Ltd., a provider of information and knowledge management systems in Israel, from March 2005 to April 2007. Since March 2022, Mr. Weingarten has served as a board trustee for Palo Alto University. We believe Mr. Weingarten is qualified to serve as a member of our Board because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our Board as our co-founder and Chief Executive Officer. Daniel Scheinman has served as a member of our Board since September 2015. Since April 2011, Mr. Scheinman has been an angel investor. From September 1993 to April 2011, Mr. Scheinman served in various roles at Cisco Systems, Inc., a technology and networking company, most recently as Senior Vice President, Cisco Media Solutions Group, a media and entertainment technology company. He has served as a member of the boards of directors of Arista Networks, Inc., a cloud networking company, since October 2011, and of Zoom Video Communications Inc., a cloud-based video communication company, since January 2013, and currently serves on the boards of directors of several private companies. Mr. Scheinman holds a B.A. in Politics from Brandeis University and a J.D. from the Duke University School of Law. We believe that Mr. Scheinman is qualified to serve as a member of our Board because of his extensive leadership and business experience with technology companies, as well as his service on the boards of directors of other privately and publicly-held companies. Teddie Wardi has served as a member of our Board since May 2019. Since October 2017, Mr. Wardi has served as a Managing Director at Insight Venture Management, L.L.C., a private investment firm. Prior to joining Insight, Mr. Wardi served as a Partner at Atomico (UK) Partners LLP, an international investment firm, from March 2016 to October 2017. Previously, Mr. Wardi served as Vice President at Dawn Capital LLP, a private investment firm, from March 2014 to March 2016. Mr. Wardi co-founded Nervogrid Oy, a software provider acquired by ALSO Holding Ag, and served as Chief Technology Officer from March 2006 to August 2012. Mr. Wardi holds a B.S.c. Business Technology and Finance from Aalto University in Finland and an M.B.A. from Harvard Business School. We believe that Mr. Wardi is qualified to serve as a member of our Board because of his extensive leadership and business experience with the venture capital and technology industries. Ana G. Pinczuk has served as a member of our Board since May 2022. From December 2022 to May 2024, Ms. Pinczuk served as the Chief Operating Officer of Dexterity Inc., a robotics company for logistics automation. Prior to that, she served as the Chief Transformation Officer from February 2019 to August 2019 and then as the Chief Development Officer for Anaplan, Inc., a business planning software company, from August 2019 to July 2022. She has also held positions as the President of Hewlett Packard Enterprise’s Pointnext technology services business, the Executive Vice President and Chief Product Officer of Veritas Technologies LLC, a data management company, and Senior Vice President and General Manager, Backup and Recovery for Symantec Corporation, a security software company, all in the period from 2015 to 2018. From 2000 until 2015, Ms. Pinczuk served in various executive positions with Cisco Systems, Inc., a technology and networking company, including most recently as Senior Vice President. Prior to joining Cisco, Ms. Pinczuk spent 15 years with AT&T, Inc., a telecommunications company, in positions of increasing responsibility. From June 2021 to February 2023, Ms. Pinczuk served on the board of directors and as a member of the compensation committee for Five9 Inc., a cloud-based call center software company. Ms. Pinczuk earned both undergraduate and graduate mechanical engineering degrees from Cornell University, an executive master’s degree in technology management from the University of Pennsylvania and a master’s degree in software management from Carnegie Mellon University. Since November 2016, Ms. Pinczuk has served on the board of directors for Aptiv PLC, an automotive technology company. We believe Ms. Pinczuk is qualified to serve as a member of our Board because of her extensive leadership and business experience within the technology industry.

  3. Considerations in Evaluating Director Nominees; Diversity

    Considerations in Evaluating Director Nominees; Diversity In its evaluation of director candidates, including the members of our Board eligible for re-election, our Nominating and Corporate Governance Committee considers the current size, structure, and composition of our Board, the needs of our Board and its committees, and the desired Board qualifications, expertise and characteristics, including such factors as judgment, business acumen, and diversity. While we do not have a formal policy with respect to diversity, our Nominating and Corporate Governance Committee may consider such factors as differences in professional background, education, race, ethnicity, gender, age, geography, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. Our Board is committed to seeking out highly qualified women and individuals from minority groups and diverse backgrounds. Our Nominating and Corporate Governance Committee has engaged an executive search firm to assist in identifying and recruiting potential candidates for membership on our Board. Our Nominating and Corporate Governance Committee evaluates each individual in the context of the membership of our Board as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in the various areas. Each director should be an individual of high character and integrity. Our Board annually evaluates the performance of our Board and its committees. Our Nominating and Corporate Governance Committee reviews self-assessment questionnaires to evaluate the performance of individual members. In determining whether to recommend a director for re-election, our Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of our Board and the Company, and other qualifications and characteristics determined by our Board. Each director must ensure that other existing and anticipated future commitments do not materially interfere with his or her service as a director. After completing their review and evaluation of director candidates, in accordance with the rules of NYSE, our Nominating and Corporate Governance Committee will recommend a director nominee for selection by our Board. Our Board has the final authority in determining the selection of director candidates for nomination to our Board. The following table provides a diversity matrix of our directors and director nominees:

  4. Considerations in Evaluating Director Nominees; Diversity

    | Total Number of Directors: 7 directors | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Gender Identity | | | | | | Directors................................................................................................ | 2 | 3 | — | 2 | | Demographic Background | | | | | | Black/African American....................................................... | — | 1 | — | — | | Hispanic................................................................................................. | 1 | — | — | — | | White........................................................................................................ | 1 | 2 | — | — | | Did Not Disclose Demographic Background | 2 | | | |

  5. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  6. Outside Director Compensation Policy

    Outside Director Compensation Policy Our Board has adopted a Non-Employee Director Compensation Program (“Outside Director Compensation Policy”), which was most recently amended in March 2024. Members of our Board who are not employees are eligible for compensation under our Outside Director Compensation Policy. Accordingly, Mr. Weingarten, an executive officer, is not eligible for awards under our Outside Director Compensation Policy. Our Outside Director Compensation Policy was developed in consultation with Aon’s Human Capital Solutions Practice, a division of Aon plc, our Compensation Committee’s independent compensation consulting firm (“Aon”). Aon provided recommendations and competitive non-employee director compensation data and analyses. Our Board considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. Our Board believes our Outside Director Compensation Policy provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peer group companies to their non-employee directors. Our Compensation Committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by Aon. As part of this analysis, Aon reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the Compensation Committee in connection with its review of executive compensation. Under our Outside Director Compensation Policy as in effect for fiscal 2024, non-employee directors received compensation in the form of equity and cash, as described below:

  7. Non-Employee Outside Director Compensation Table

    Non-Employee Outside Director Compensation Table The following table provides information regarding compensation of our non-employee directors for service as directors, for fiscal 2024. In fiscal 2024, Teddie Wardi (an outside director affiliated with Insight) did not receive any compensation for his service as a director. Each outside director’s reasonable, customary and properly documented travel expenses to attend Board meetings is reimbursed by the Company.

  8. Non-Employee Outside Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Charlene T. Begley(3) | $70,000 | $210,789 | $280,789 | | Aaron Hughes(4) | $60,000 | $210,789 | $270,789 | | Mark S. Peek(5) | $75,000 | $210,789 | $285,789 | | Ana G. Pinczuk(6) | $56,000 | $210,789 | $266,789 | | Daniel Scheinman(7) | $88,000 | $210,789 | $298,789 | | Jeffrey W. Yabuki(8) | $— | $— | $— |

  9. Non-Employee Outside Director Compensation Table

    (1) Unless a director elected to receive payment in RSUs granted as deferred share units in lieu of cash pursuant to our Non-Employee Director Compensation Program, the amount shown reflects the annual cash retainer for such director’s service as a member of our Board and, if applicable, chair of our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, or membership on our Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, in each case prorated as applicable based on term of service. Messrs. Peek and Hughes and Mses. Begley and Pinczuk each elected RSUs in lieu of cash and were awarded (i) 4,539, (ii) 3,782, (iii) 4,413 and (iv) 3,530 RSUs, respectively. Mr. Yabuki elected RSUs in lieu of cash, but as a result of his resignation, he did not receive a grant in fiscal 2024. (2) Includes any initial award and annual award, as applicable. The amounts reported in this column represents the grant date fair value of the RSUs granted to our non-employee directors under our 2021 Plan, during fiscal 2024 as computed in accordance with FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Note that the amounts reported in these columns reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by our non-employee directors from the RSUs. (3) As of January 31, 2024, Ms. Begley held RSUs settleable for 16,392 shares of our Class A common stock and stock options to purchase a total of 33,000 shares of our Class B common stock, of which 25,437 shares were vested. (4) As of January 31, 2024, Mr. Hughes held RSUs settleable for 16,076 shares of our Class A common stock and stock options to purchase a total of 40,000 shares of our Class B common stock, of which 35,555 shares were vested. (5) As of January 31, 2024, Mr. Peek held RSUs settleable for 16,455 shares of our Class A common stock and stock options to purchase a total of 40,000 shares of our Class B common stock of which 35,555 shares were vested. (6) As of January 31, 2024, Ms. Pinczuk held RSUs settleable for 23,627 shares of our Class A common stock. (7) As of January 31, 2024, Mr. Scheinman held RSUs settleable for 14,942 shares of our Class A common stock. (8) Mr. Yabuki resigned from our board of directors as of April 24, 2023. As a result of his resignation, he did not receive a grant in fiscal 2024.

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently comprised of seven directors and is divided into three staggered classes of directors. At the Annual Meeting, three Class III directors will be elected to our Board by the holders of our common stock to succeed the same class whose term is then expiring. The directors’ term continues until the expiration of the term for which such directors were elected and until such directors’ successors are elected and qualified or until such directors’ earlier death, resignation or removal.

  11. Nominees for Director

    Nominees for Director Our Nominating and Corporate Governance Committee has recommended the director nominees for selection by our Board, and our Board has nominated, Messrs. Peek and Hughes and Ms. Begley for re-election as Class III directors at the Annual Meeting. If elected, Messrs. Peek and Hughes and Ms. Begley will serve as Class III director until the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.” Messrs. Peek and Hughes and Ms. Begley have agreed to serve as directors if elected. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who may be proposed by our Nominating and Corporate Governance Committee and designated by the present Board to fill the vacancy.

  12. How Executive Compensation is Determined

    | Market-Driven Competitive Pay | Pay is benchmarked against peers, with flexibility to adjust compensation elements based on individual job requirements and scope, experience, business needs, qualifications and performance, in order to attract and retain critical talent. | | Long-term Orientation | Compensation is most heavily weighted to long-term, stock-based components, driving focus on strategic long-term priorities. | | Pay for Performance | We believe in rewarding our executives by utilizing a “pay-for-performance” approach to compensation, the goal of which is to create meaningful links between the level of the executive's compensation and financial and strategic performance. | | Alignment with Shareholders | We effectively align named executive officer interests with those of our stockholders by focusing on long-term incentive compensation in the form of equity awards that correlate with the growth of sustainable long-term value for our stockholders. A meaningful portion of our named executive officers’ compensation opportunity is “at-risk” and variable in nature. |

  13. Executive Compensation Policies and Practices

    | Our Approach | Practices We Avoid | | Maintain an independent compensation committee and advisors | Do not use “single-trigger” change in control benefits for our named executive officers | | Conduct an annual executive compensation review | Do not offer executive retirement plans | | Ensure that the vast majority of our executive pay is in the form of equity and is “at risk” | Prohibit hedging of our equity securities by our employees, our named executive officers, and the members of our Board | | Ensure succession planning through periodic review between the Chief Executive Officer and the Nominating and Corporate Governance Committee | Do not provide reimbursements or “gross ups” for excise tax payments | | Subject to feedback from our stockholders, we intend to annually conduct a say-on-pay vote | Do not provide excessive perquisites for our named executive officers | | Emphasize a “pay-for-performance” philosophy, including granting performance stock units (PSUs) to senior executives to further align compensation to performance | No discounted stock option awards | | Require executives to comply with our Compensation Recovery Policy | No pledging without prior consent of our Chief Legal Officer | | Stock ownership requirements applicable to our directors and executive officers | |

  14. Role of Board, Management and Consultants

    | Compensation Committee a.Sets incentive program targets and approves payouts b.Evaluates performance of our CEO and other executive officers c.Reviews and approves our CEO’s and other executive officers’ base salaries d.Reviews and approves all other elements of pay for executive officers e. Assesses independence of compensation consultant | | Management a.Our CEO and our Chief People Officer recommends compensation program design b.Our CEO assisted by our Chief People Officer recommend compensation for other executive officers (in each case, excluding recommendations relating to such officer’s own compensation) c.Our Chief Financial Officer provides financial information to inform our Compensation Committee’s decision-making on incentive goals and payouts d. Implements compensation decisions of our Compensation Committee and our Board | | Independent Compensation Consultant a.Presents peer group pay practices and benchmarks for executive officer compensation to our Compensation Committee and management b.Reviews and provides recommendations to our Compensation Committee regarding management’s program design and pay proposals c.Meets with compensation committee in executive session d.Conducts annual independent evaluation of our incentive programs to assess risk e.Provides additional consultation to the Compensation Committee or members thereof as needed regarding our compensation practices and individual executive compensation matters |

  15. Independent Compensation Consultant

    Independent Compensation Consultant Our Compensation Committee engaged Aon to serve as its independent compensation consultant during fiscal 2024. Aon took direction from our Compensation Committee, as appropriate, reported directly to our Compensation Committee and did not provide any other services to us other than broad-based compensation surveys. Our Compensation Committee assessed the independence of Aon pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent Aon from independently advising our Compensation Committee. In making this assessment, our Compensation Committee considered each of the factors set forth by the SEC and NYSE with respect to the compensation consultant’s independence, including that the consultant provided no services for us other than pursuant to its engagement by our Compensation Committee. Our Compensation Committee also determined there were no other factors it should consider in connection with the assessment or that were otherwise relevant to our Compensation Committee’s engagement of Aon.

  16. Compensation Peer Group and Market Data

    Compensation Peer Group and Market Data When considering executive compensation decisions, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each named executive officer’s specific expertise and experience. Accordingly, when setting compensation for our executive officers, we compare role-specific responsibilities and duties with our internal management structure and external market data to determine each executive officers’ compensation. Compensation is annually benchmarked against our peer group to ensure we remain competitive. Individual target compensation is generally benchmarked by role against the compensation for comparable roles in our peer companies as a starting point, but can and does vary based on several factors including business needs, job requirements, unique market situations, internal equity, and the executive officer’s experience, qualifications and performance. The following criteria were used in selecting our peer group: •Technology companies with an emphasis on software-as-a-service (SaaS) in the cybersecurity, big data, artificial intelligence, and cloud markets; •High-growth; •Similar stage of business lifecycle, including having completed IPO around 2021; and •Comparable annual sales and market capitalizations. On an annual basis, the Compensation Committee, working in collaboration with Aon, reviews the composition of the peer group and determines whether any adjustments should be considered. In fiscal 2024, our peer group consisted of the 21 companies listed below. From our fiscal 2023 peer group, the following changes were made: •Anaplan, Duck Creek, and Zendesk were removed due to being acquired and no longer trading publicly as independent companies. •Everbridge and Fastly were removed due to no longer maintaining similar revenue, growth, and/or market capitalization parameters to SentinelOne. •Confluent, HashiCorp, and Samsara were all added due to their similar revenue, growth, industry, and business lifecycle stage fit to SentinelOne.

  17. Compensation Peer Group and Market Data

    | Fiscal 2024 Peer Group | | | | Appian | Elastic | Palo Alto Networks | | CloudFlare | Five9 | Rapid7 | | Confluent | HashiCorp | Samsara | | Coupa Software | MongoDB | Smartsheet | | CrowdStrike | nCino | Splunk | | Datadog | Okta | Workiva | | Dynatrace | Palantir Technologies | Zscaler |

  18. Components of Executive Compensation

    Components of Executive Compensation Our executive compensation program features both fixed and variable elements, and incorporates short- and long-term incentives. Our Compensation Committee reviews and approves adjustments, if any, to (a) annual and long-term incentive programs in December and (b) all named executive officer base salaries in January; any base salary adjustments generally take effect in February. Elements of compensation may also be reviewed and adjusted at other times during the year in connection with promotions or other changes in roles or responsibilities.

  19. Annual Bonus

    Annual Bonus Each of our executive officers is eligible to receive a bonus based on individual and company performance. Our Compensation Committee established annual bonus opportunities for fiscal 2024 for the named executive officers in January 2023, which were unchanged from fiscal 2023. Potential annual cash bonus awards for our named executive officers under our bonus plan can range from zero to 150% of their respective target annual bonus opportunity.

  20. Bonus Payouts

    Bonus Payouts For fiscal 2024, we introduced an updated set of metrics into the funding of our bonus program. The Compensation Committee based bonus funding on several key metrics:

  21. Bonus Payouts

    | Metric | Weight | Fiscal 2024 Threshold | Fiscal 2024 Targets | Fiscal 2024 Maximum | Fiscal 2024 Results | Resulting Fiscal 2024 Payout | | Revenue | 50% | $576.0M | $640.0M | $704.0M | $621.2M | 85% | | Non-GAAP Operating Income Margin(1) | 25% | (30.0)% | (25.0)% | (20.0)% | (19.0)% | 150% | | Strategic Objectives | 25% | | | | | 120% |

  22. Bonus Payouts

    (1) We define non-GAAP Operating Margin as its respective GAAP measure, excluding stock-based compensation expense, employer payroll tax on employee stock transactions, amortization of acquired intangible assets, acquisition related compensation costs and restructuring charges. These metrics were established to maintain a focus on revenue growth, balanced with operational efficiency and profitability. Key metric performance resulted in overall corporate bonus funding of 110% for fiscal 2024. In March 2024, our Compensation Committee approved the following bonus payouts based on both individual and financial performance to each named executive officer for fiscal 2024:

  23. Bonus Payouts

    | Name | Fiscal 2024 Target Bonus Opportunity | Percent of Salary | Fiscal 2024 Bonus Payout | | Tomer Weingarten | $600,000 | 100% | $660,000 | | David Bernhardt | $255,000 | 60% | $280,500 | | Richard Smith, Jr. | $270,000 | 60% | $297,000 | | Keenan Conder | $255,000 | 60% | $280,500 | | “Vats” Narayanan Srivatsan | $450,000 | 100% | $495,000 |

  24. Long-Term Incentive Program

    Long-Term Incentive Program A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance, and encourage ownership in the Company. In fiscal 2024, we introduced PSUs into the executive equity compensation plan. Equity awards are designed to encourage high performance by and long-term tenure for executive officers, thereby strongly aligning executive officers’ interests with the interests of our stockholders. The long-term incentive program is designed to drive long-term shareholder value, as well as retain key talent over a sustained time period. During fiscal 2024, our long-term incentive awards consisted of PSUs and RSUs. Our RSUs and PSUs generally require four years of continuous service in order to completely vest (subject to the terms of each executive officers' arrangements described in the section titled “Potential Payments upon Termination or Change of Control”). The Compensation Committee determines the size of equity grants according to each executive officer’s position. To do so, the Compensation Committee generally references the market data of our peer group companies as provided by Aon. The Compensation Committee also takes into consideration each executive officer’s recent performance history, the executive officer’s potential for future responsibility, and criticality of the executive officer’s work to the long-term success of the Company. The Compensation Committee has the discretion to give relative weight to each of these factors as it sets the size of the equity grant to appropriately create an opportunity for reward based on increasing stockholder value. The Compensation Committee typically grants long-term incentive awards to executive officers each February. The number of time-based RSUs and PSUs granted is determined by a 30 calendar day average up to and including the grant date. RSUs vest quarterly over a four year period. One-fourth (1/4th) of the PSUs vest after performance is determined and the remainder vest quarterly thereafter for an additional three years, four years total. Our named executive officers received PSUs and RSUs in fiscal 2024 as follows:

  25. Long-Term Incentive Program

    | Name | Fiscal 2024 LTI Award(1) | Number of Shares (PSUs)(2) | Number of Shares (RSUs)(3) | | Tomer Weingarten | $14,000,000 | 231,008 | 693,025 | | David Bernhardt | $6,000,000 | 99,003 | 297,011 | | Richard Smith, Jr. | $10,000,000 | 165,006 | 495,018 | | Keenan Conder | $4,375,000 | 72,190 | 216,573 | | “Vats” Narayanan Srivatsan | $5,000,000 | 82,503 | 247,509 | | (1) Represents dollar amounts at target approved by the Compensation Committee for setting the numbers of shares granted to each participant; does not reflect the grant date fair value or actual economic value realized by the participant, which will vary depending on the timing of the grant date fair value and also do not correspond to the actual economic value upon vesting of such awards. | | | | | (2) Number of PSU shares (shown at target) were determined using the same 30 calendar day average as the RSUs. PSUs were granted in March 2023 following the final approval of the PSU plan. | | | | | (3) Number of RSU shares were determined using a 30 calendar day average at the time of grant. | | | |

  26. Fiscal 2024 Performance-Based Equity

    Fiscal 2024 Performance-Based Equity New in fiscal 2024, performance-based equity awards made up one quarter of the total value of equity awards. PSUs are intended to further link executive pay with key corporate objectives. For fiscal 2024, the key metric used to determine PSU payout was Annual Recurring Revenue (“ARR”). Fiscal 2024 PSUs had performance measured over one year and vest quarterly for an additional three years following performance determination, subject to the executive officer's continued service through each vesting date. Fiscal 2024 ARR was approximately $724.4 million, which was below threshold performance resulting in 0% payout for the fiscal 2024 PSUs.

  27. Employment Offer Letters and Severance and Change in Control Benefits

    Employment Offer Letters and Severance and Change in Control Benefits We have entered into executive offer letters with each of our named executive officers that set forth the terms of their employment, including initial base salaries and eligibility to earn a discretionary bonus, as well as standard confidential information and invention assignment agreements. Each of our named executive officers is employed “at will.” These arrangements are further described under the section below titled “—Executive Offer Letters.” Our named executive officers are entitled to certain severance and change in control benefits under the terms of severance and change in control agreements. Upon a qualifying termination outside of the change in control period, certain of our named executive officers are entitled to received six to 12 months of base salary, COBRA payments for the same number of months, and, solely as to our CEO in the event of a termination without “cause,” vesting accelerating of his outstanding equity awards (excluding any performance-based equity awards) as if he had completed an additional six months of continuing service. Upon a qualifying termination during the period beginning three months prior to and ending 12 months following a change in control, certain of our named executive officers are entitled to receive 12 to 18 months of base salary, COBRA payments for the same number of months, and full acceleration of then-outstanding but unvested equity awards, except that awards subject to performance criteria would accelerate if, and only to the extent, set forth in the applicable award agreement. Note, however, that any equity awards granted prior to March 24, 2021 remain subject to their original vesting acceleration provisions. These arrangements are further described under the section below titled “—Potential Payments Upon Termination or Change in Control.”

  28. Other Compensation Policies

    Other Compensation Policies Hedging, Derivative Securities Transactions, Short Selling, and Pledging Under our Insider Trading Policy, our employees (including our executive officers) and the non-employee members of our Board are prohibited from engaging in hedging or monetization transactions involving our securities, such as zero-cost collars and forward sale contracts, and may not contribute our securities to exchange funds in a manner that could be interpreted as having the effect of hedging in our securities. Further, our employees (including our executive officers) and the non-employee members of our Board are prohibited from engaging in transactions involving options or other derivative securities on our securities, such as puts and calls, whether on an exchange or in any other market and from engaging in short sales of our securities, including short sales “against the box.” Also, under our Insider Trading Policy, our employees (including our executive officers) and the non-employee members of our Board are prohibited from using or pledging our securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by the designated compliance administrator pursuant to the Insider Trading Policy. Exchange Act Rule 10b5-1 Plans In accordance with our Insider Trading Policy, our Section 16 officers may not trade in our securities except pursuant to written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the executive officer or non-employee director when entering into the plan, without further direction from them. The executive officer or non-employee director may amend or terminate the plan in specified circumstances. Compensation Recovery Policy Our Board determined that it is in our best interests to ensure that all performance-based cash compensation and equity awards reflect actual performance. Consistent with such determination, our Board has adopted a Compensation Recovery Policy, effective September 12, 2023, in accordance with Rule 10D-1 of the Exchange Act and NYSE listing standards (“Clawback Policy”). Our Clawback Policy is administered by our Compensation Committee and enables us to recover from specified current and former our executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under the federal securities laws. Our Clawback Policy covers current and former executive officers, including all officers for purposes of Section 16 of the Exchange Act and applies to their incentive-based cash compensation, that is granted, earned or vested based wholly or in part on the attainment of any company financial reporting measure. If we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Compensation Committee shall require any executive officer covered by our Clawback Policy to reimburse or forfeit to us the amount of incentive-based compensation received by such executive officer based on the financial statements prior to the restatement that exceeds the amount such executive officer would have received had the incentive-based compensation been determined based on the financial restatement. The Compensation Committee will not consider the executive officer’s responsibility or fault or lack thereof in enforcing our Clawback Policy to recoup the amount described above. In addition, if the Compensation Committee determines that the executive officer engaged in any fraud or intentional misconduct that materially contributes to or causes economic loss to the company, this may be independently considered a triggering event for clawing back incentive compensation, and we will use reasonable efforts to recover from such executive officer up to 100% of the incentive-based compensation received by such executive officer. Vesting Acceleration Upon Death or Disability In December 2023, we adopted a Vesting Acceleration Due to Death or Disability Policy (“Death or Disability Policy”), which provides for vesting acceleration of certain outstanding time-based equity awards (other than awards pursuant to our employee stock purchase plan) including outstanding equity awards and/or equity plans assumed by us in connection with acquisitions or strategic transactions but excluding any equity awards that are revested in connection with any such transactions held by our current employees (and the current employees of our subsidiaries) in the event that any covered employee dies or becomes “disabled” (as defined in our Death or Disability Policy). In the event of the death or disability of any covered employees, any covered awards will accelerate and vest as if the applicable covered employee had remained in service for an additional 12-months, subject, in the case of disability, to the employee furnishing satisfactory documentation of such disability. Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code (the Code) disallows public companies a tax deduction for federal income tax purposes for remuneration in excess of $1 million paid to certain current and former executive officers who are “covered employees.” While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Accounting for Stock-Based Compensation The Compensation Committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized on a straight-line basis over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards. No Gross-Ups We have no obligation to provide, any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe because of the application of Section 280G, 4999, or 409A of the Internal Revenue Code. Compensation Risk Oversight

  29. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning the total compensation of our named executive officers for services rendered to us in all capacities during fiscal 2024, fiscal 2023, and fiscal 2022, as applicable. Our named executive officers are entitled to the same health and welfare benefits that are generally applicable to our other employees.

  30. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Tomer Weingarten Co-Founder, President, CEO and Chairman of our Board | 2024 | 600,000 | — | 15,054,808 | — | 660,000 | 229,280(6) | 16,544,088 | | | 2023 | 600,000 | 660,000 | 12,027,805 | — | — | 234,557 | 13,522,362 | | | 2022 | 472,000 | 541,759 | — | 94,381,775 | — | — | 95,395,534 | | David Bernhardt, Chief Financial Officer | 2024 | 425,000 | — | 6,452,059 | — | 280,500 | 6,395 | 7,163,954 | | | 2023 | 425,000 | 280,500 | 4,009,256 | — | — | 3,564 | 4,718,320 | | | 2022 | 367,995 | 210,697 | — | 1,375,895 | — | — | 1,954,587 | | Keenan Conder Chief Legal Officer and Corporate Secretary | 2024 | 425,000 | — | 4,704,672 | — | 280,500 | 2,500 | 5,412,672 | | | 2023 | 424,375 | 280,500 | 2,004,609 | — | — | 3,563 | 2,713,047 | | | 2022 | 177,951 | 98,043 | 7,441,123 | — | — | — | 7,717,117 | | Richard Smith, Jr. Chief Product & Technology Officer | 2024 | 450,000 | — | 10,753,441 | — | 297,000 | 1,688 | 11,502,129 | | | 2023 | 450,000 | 297,000 | 3,708,574 | — | — | 2,500 | 4,459,199 | | | 2022 | 417,692 | 258,833 | — | 10,255,000 | — | — | 10,931,525 | | “Vats” Narayanan Srivatsan Chief Operating Officer(7) | 2024 | 450,000 | — | 5,376,721 | — | 495,000 | 2,500 | 6,324,221 | | | 2023 | 373,295 | 395,428 | 14,188,118 | — | — | 3,625 | 14,959,341 |

  31. 2024 Summary Compensation Table

    (1) For each of the named executive officers, the amounts represent discretionary bonuses earned in fiscal 2023 and fiscal 2022 pursuant to each named executive officer’s respective offer letters. (2) The amounts reported in these columns represent the grant date fair value of the PSUs, RSUs and stock options, as applicable, granted to our named executive officers during fiscal 2024, 2023 and 2022 as computed in accordance with ASC 718. For more detailed discussion on the valuation model and assumptions used to calculate the fair value of our options, refer to Note 11 of “Notes to Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended January 31, 2022. Note that the amounts reported in these columns reflect the accounting cost for these RSUs, PSUs, and stock options and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs, PSUs, and stock options. (3) Includes executive PSUs granted in fiscal 2024. See the below section titled “—2024 Grants of Plan-Based Awards Table” for more information on the value of the PSUs included for each executive. The grant date fair values for the PSU grants are based upon the probable outcome of the performance conditions associated with these PSU awards as of the grant date as computed in accordance with ASC 718. As of the end of fiscal 2024, the performance criteria were not met and thus, payout for the PSUs granted in fiscal 2024 is expected to be $0. Assuming the maximum performance level, the grant date fair value of the PSU awards would have been $11,426,811 for Mr. Weingarten; $3,390,346 for Mr. Bernhardt; $2,472,139 for Mr. Conder; $4,549,395 for Mr. Smith, and $2,825,304 for Mr. Srivatsan. These PSU awards are more fully described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Fiscal 2024 Performance-Based Equity.” (4) 1,304,605 shares underlying option awards granted to Mr. Weingarten in fiscal 2022 are performance stock option awards, as more fully described in the section titled “Compensation Discussion and Analysis—Fiscal 2022 Performance Award,” that remain within their performance period, which ends in March 2031. As of January 31, 2024, the performance criteria were not met. 100,000 shares underlying Option Awards granted to Mr. Bernhardt in fiscal 2022 are performance stock option awards, as more fully described in the section titled “Compensation Discussion and Analysis—Fiscal 2022 Performance Award," that remain within their performance period, which ends in March 2031. As of January 31, 2024, the performance criteria were not met. (5) For each of the named executive officers, the amounts reported for fiscal 2024 reflect the bonus payments received by such named executive officers under our annual bonus plan based on achievement of predetermined performance goals and individual achievement with respect to fiscal 2024 performance. (6) For fiscal 2024, the amount consists the following incremental expenses: (i) $4,200 for the cell phone and internet perquisite, in addition to the cell phone and internet perquisites generally available to company employees, and (ii) $225,080 for the provision of personal security services for Mr. Weingarten and his family at his family’s residences and during personal travel pursuant to Mr. Weingarten’s overall security program. The Company’s security team determined that due to the conflicts in the Middle East, there were heightened risks during fiscal 2024. On occasion, guests of Mr. Weingarten, including other company personnel, also accompanied him on business travel, for which there was de minimis incremental cost to the Company. For more information regarding Mr. Weingarten’s overall security program, see the section titled “Executive Compensation—Compensation Discussion and Analysis—Perquisites and Other Personal Benefits.” (7) Mr. Srivatsan joined the Company on April 4, 2022. Effective March 19, 2024, Mr. Srivatsan serves as our Chief Business Officer, is no longer serving as our Chief Operating Officer and is no longer considered an executive officer of the Company. For more information, see the section below titled “— Executive Offer Letters.”

  32. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made for fiscal 2024, for each of our named executive officers under any compensation plan. This information supplements the information about these awards set forth in the 2024 Summary Compensation Table.

  33. 2024 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Share Awards ($)(1) | | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maxi-mum ($) | Threshold (#) | Target (#) | Maxi-mum (#) | | | Plan | | Tomer Weingarten | Cash Incentive | — | 300,000 | 600,000 | 900,000 | — | — | — | — | — | — | | | RSU | 2/15/2023(2) | — | — | — | — | — | — | 693,025 | 11,538,866 | 2021 | | | PSU | 3/16/2023(3) | — | — | — | 115,504 | 231,008 | 519,768 | — | 3,515,942 | 2021 | | David Bernhardt | Cash Incentive | — | 127,500 | 255,000 | 382,500 | — | — | — | — | — | — | | | RSU | 2/15/2023(2) | — | — | — | — | — | — | 297,011 | 4,945,233 | 2021 | | | PSU | 3/16/2023(3) | — | — | — | 49,502 | 99,003 | 222,757 | — | 1,506,826 | 2021 | | Keenan Conder | Cash Incentive | — | 127,500 | 255,000 | 382,500 | — | — | — | — | — | — | | | RSU | 2/15/2023(2) | — | — | — | — | — | — | 216,573 | 3,605,940 | 2021 | | | PSU | 3/16/2023(3) | — | — | — | 36,095 | 72,190 | 162,428 | — | 1,098,732 | 2021 | | Richard Smith, Jr. | Cash Incentive | — | 135,000 | 270,000 | 405,000 | — | — | — | — | — | — | | | RSU | 2/15/2023(2) | — | — | — | — | — | — | 495,018 | 8,242,050 | 2021 | | | PSU | 3/16/2023(3) | — | — | — | 82,503 | 165,006 | 371,264 | — | 2,511,391 | 2021 | | “Vats” Narayanan Srivatsan(4) | Cash Incentive | — | 225,000 | 450,000 | 675,000 | — | — | — | — | — | — | | | RSU | 2/15/2023(2) | — | — | — | — | — | — | 247,509 | 4,121,025 | 2021 | | | PSU | 3/16/2023(3) | — | — | — | 41,252 | 82,503 | 185,632 | — | 1,255,696 | 2021 |

  34. 2024 Grants of Plan-Based Awards Table

    (1) The amounts reported in this column represent the grant date fair value of the RSUs and PSUs granted to our named executive officers during fiscal 2024 as computed in accordance with ASC 718. Note that the amounts reported in these columns reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from such RSUs and such PSUs. (2) The RSUs vest over a four-year period, with 1/16th of the RSUs vesting quarterly, in each case provided the named executive officer remains employed with the Company though each vesting date. (3) The PSUs are subject to performance-based vesting conditions and are scheduled to vest on the achievement of a corporate milestone, subject to the officer’s continued service with us through the satisfaction of such performance conditions. (4) Effective March 19, 2024, Mr. Srivatsan serves as our Chief Business Officer, is no longer serving as our Chief Operating Officer and is no longer considered an executive officer of the Company.

  35. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table presents information concerning all outstanding equity awards held by each of our named executive officers as of January 31, 2024.

  36. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards(1) | | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tomer Weingarten | 3/8/2019 | 147,135 | — | — | 1.20 | 3/7/2029 | — | — | — | — | | | 3/27/2020 | 775,271 | — | — | 2.27 | 3/26/2030 | — | — | — | — | | | 3/24/2021 | 2,956,405 | 2,260,781(3) | — | 9.74 | 3/23/2031 | — | — | — | — | | | 3/24/2021(6) | — | — | 1,304,605 | 9.74 | 3/23/2031 | — | — | — | — | | | 3/17/2022 | — | — | — | — | — | 179,603(8) | 4,813,360 | — | — | | | 2/15/2023 | — | — | — | — | — | 563,083(9) | 15,090,624 | — | — | | | 3/16/2023(7) | — | — | — | — | — | — | — | 231,008 | 6,191,014 | | David Bernhardt | 10/1/2020 | 1,499,098 | 342,000(4) | — | 3.02 | 9/30/2030 | — | — | — | — | | | 3/24/2021(6) | — | — | 100,000 | 9.74 | 3/23/2031 | — | — | — | — | | | 3/17/2022 | — | — | — | — | — | 59,868(8) | 1,604,462 | — | — | | | 2/15/2023 | — | — | — | — | — | 241,322(9) | 6,467,430 | — | — | | | 3/16/2023(7) | — | — | — | — | — | — | — | 99,003 | 2,653,280 | | Richard Smith, Jr. | 3/24/2021 | 24,750 | 189,584(5) | — | 9.74 | 3/23/2031 | — | — | — | — | | | 3/17/2022 | — | — | — | — | — | 55,378(8) | 1,484,130 | — | — | | | 2/15/2023 | — | — | — | — | — | 402,203(9) | 10,779,040 | — | — | | | 3/16/2023(7) | — | — | — | — | — | — | — | 165,006 | 4,422,161 | | Keenan Conder | 9/9/2021 | — | — | — | — | — | 49,296(10) | 1,321,133 | — | — | | | 3/17/2022 | — | — | — | — | — | 29,934(8) | 802,231 | — | — | | | 2/15/2023 | — | — | — | — | — | 175,966(9) | 4,715,889 | — | — | | | 3/16/2023(7) | — | — | — | — | — | — | — | 72,190 | 1,934,692 | | “Vats” Narayanan Srivatsan(11) | 4/6/2022 | — | — | — | — | — | 225,129(12) | 6,033,457 | — | — | | | 2/15/2023 | — | — | — | — | — | 201,102(9) | 5,389,534 | — | — | | | 3/16/2023(7) | — | — | — | — | — | — | — | 82,503 | 2,211,080 |

  37. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Each stock option was granted pursuant to our 2013 Equity Incentive Plan (“2013 Plan”), except otherwise noted below. Each RSU was awarded pursuant to our 2021 Plan. (2) The market value of the awards were calculated by multiplying the number of shares underlying the awards by $26.80, which was the closing price of a share of our Class A common stock as of January 31, 2024. (3) This stock option vests monthly over 60-months in equal installments starting on March 24, 2021, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (4) This stock option vests monthly over 36-months in equal installments starting on September 8, 2021, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (5) This stock option vests monthly over 36-months in equal installments starting January 24, 2022, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (6) Includes Performance Awards that are subject to performance-based vesting conditions and are scheduled to vest on the achievement of various corporate milestones, subject to the officer’s continued service with us through the satisfaction of such performance conditions. For additional information see the section titled “Executive Compensation — Fiscal 2022 Performance Award.” (7) Includes Performance Awards that are subject to performance-based vesting conditions which are scheduled to vest on the achievement of various corporate milestones, subject to the officer’s continued service with us through the satisfaction of such performance conditions. As of the end of fiscal 2024, the associated performance conditions were not achieved. For additional information see the section titled “Executive Compensation — Fiscal 2024 Performance Award.” (8) 1/16th of the RSUs subject to the award vested on May 5, 2022 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (9) 1/16th of the RSUs subject to the award vested on June 5, 2023 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (10) 1/16th of the RSUs subject to the award vested on December 5, 2021 and an additional 1/16th of the RSUs shall vest quarterly thereafter, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.” (11) Effective March 19, 2024, Mr. Srivatsan serves as our Chief Business Officer, is no longer serving as our Chief Operating Officer and is no longer considered an executive officer of the Company. (12) The RSUs service-vest over a four-year period, with 25% of the RSUs vesting on April 5, 2023 and 1/16th of the RSUs vesting quarterly thereafter, subject to continued service through the applicable vesting date. For additional information as to acceleration upon a change in control see the section titled “Executive Compensation — Potential Payments upon Termination or Change of Control.”

  38. 2024 Stock Option Exercises and Stock Vested Table

    2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, the number of shares of our common stock acquired upon the exercise of stock options during fiscal 2024 and the aggregate value realized upon the exercise of stock options.

  39. 2024 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Tomer Weingarten | 1,342,580 | 24,105,989 | 209,766 | 3,479,055 | | David Bernhardt | 114,222 | 1,759,450 | 82,297 | 1,368,657 | | Keenan Conder | — | — | 82,080 | 1,372,455 | | Richard Smith, Jr. | 485,666 | 4,423,616 | 117,427 | 1,963,467 | | “Vats” Narayanan Srivatsan | — | — | 221,507 | 3,786,880 |

  40. 2024 Stock Option Exercises and Stock Vested Table

    (1) These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. (2) The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class A common stock (which for any stock option with respect to Class B common stock is assumed to be equal to our Class A common stock as described in footnote (1) above) on the date of exercise and the aggregate exercise price of the stock option. (3) The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A common stock on the date of settlement.

  41. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control We adopted arrangements for our named executive officers that provide for payments and benefits on termination of employment or upon a termination in connection with a change of control. Under these arrangements, in the event that any of our named executive officers, are terminated without “cause” or resigns for “good reason” within three months before or twelve months following a “change of control” of the Company, he or she will be entitled to: (i) an amount equal to twelve months (eighteen months for Mr. Weingarten) of his or her base salary at the rate in effect immediately prior to such termination plus his or her then-current annual target bonus opportunity, payable in a cash lump-sum and (ii) to the extent the named executive officer timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the employer portion of the participant’s premium payments for such continued coverage for a period ending on the earlier of (x) twelve months following the termination date (eighteen months for Mr. Weingarten) and (y) the date that the named executive officer becomes eligible for coverage under another employer’s plans. In addition, each of our named executive officer’s outstanding equity awards, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria, will become vested and exercisable, as applicable, with respect to 100% of the underlying shares. All such severance payments and benefits will be subject to each named executive officer’s execution of a general release of claims against us. Additionally, in the event that our named executive officers are terminated without “cause” or resign for “good reason” outside of the period of three months before or twelve months after a “change of control,” he or she will be entitled to (i) an amount equal to six months (twelve months for Mr. Weingarten) of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent the named executive officer timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the employer portion of the participant’s premium payments for such continued coverage for a period ending on the earlier of (x) six months following the termination date (twelve months for Mr. Weingarten) and (y) the date that the named executive officer becomes eligible for coverage under another employer’s plans. Finally, in the event that Mr. Weingarten is terminated without “cause,” the vesting of each of his outstanding equity awards, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria, shall accelerate as if he had completed an additional six months of continuous service. All such severance payments and benefits will be subject to each named executive officer’s execution of a general release of claims against us. Outstanding equity awards granted to our named executive officers on or after March 24, 2021, are and will be governed by the rules described above, whereas outstanding equity awards granted to our named executive officers, prior to March 24, 2021, will remain subject to their original specific acceleration terms. For the avoidance of doubt, the stock option awards, granted to Messrs. Weingarten and Smith on March 24, 2021 will be governed by the rules described in the preceding paragraphs. Outstanding equity awards granted prior to March 24, 2021 to our named executive officers will therefore become vested and exercisable, as applicable, with respect to 50% of the underlying shares in the event that (i) they are terminated without “cause” or resign for “good reason” or (ii) in the event of a “change of control” of the Company, and with respect to 100% of the underlying shares in the event that they are terminated without “cause” or resigns for “good reason” within three months before or twelve months following a “change of control” of the Company. Notwithstanding the foregoing, pursuant to that certain letter agreement with Mr. Srivatsan, dated March 2024, the period during which Mr. Srivatsan may assert “good reason” pursuant to his change in control and severance agreement due to his transition to the role of Chief Business Officer has been extended through December 31, 2024. In addition, if Mr. Srivatsan provides notice of his intent to assert “good reason,” or if we provide Mr. Srivatsan with notice of a termination without “cause,” in either case on or prior to December 31, 2024, then, subject to Mr. Srivatsan’s compliance with the requirements of his change in control and severance agreement, we will enter into a consulting agreement with Mr. Srivatsan pursuant to which he will remain eligible to vest in his outstanding RSU awards for twelve months from the date the consulting agreement is entered into. As to Mr. Srivatsan’s PSU award granted in connection with his transition to the role of Chief Business Officer, in the event that Mr. Srivatsan is terminated without “cause” during the performance period, then any portion of the PSUs that are outstanding at the time of such termination shall accelerate and become vested at target levels, subject to Mr. Srivatsan’s execution of a release of claims. Further, in the event that we are subject to a “change in control” during the performance period, then the performance vesting criteria for the PSUs shall be deemed achieved at target levels, but Mr. Srivatsan will remain required to continue in service through the end of the performance period in order for the PSUs to vest and settle into shares, provided that if Mr. Srivatsan is terminated without “cause” or resigns for “good reason” following the “change of control,” the then outstanding portion of Mr. Srivatsan’s PSUs will vest and settle into shares. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our eligible named executive officers in accordance with the arrangements described above in effect on January 31, 2024. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on January 31, 2024, and the price per share of our Class A common stock is the closing price on the New York Stock Exchange as of January 31, 2024 ($26.80). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  42. Potential Payments upon Termination or Change of Control

    | Named Executive Officer | Termination of Employment No Change-of-Control | | | | Termination of Employment Change-of-Control | | | | | | Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | | Tomer Weingarten | 600,000 | 30,719 | 12,291,771 | 12,922,490 | 1,500,000 | 46,078 | 58,472,909 | 60,018,987 | | David Bernhardt | 212,500 | 16,575 | — | 229,075 | 680,000 | 33,149 | 16,204,652 | 16,917,801 | | Richard Smith Jr. | 225,000 | 16,575 | — | 241,575 | 720,000 | 33,149 | 15,497,474 | 16,250,623 | | Keenan Conder | 212,500 | 16,575 | — | 229,075 | 680,000 | 33,149 | 6,839,253 | 7,552,402 | | “Vats” Narayanan Srivatsan(1) | 225,000 | 16,575 | — | 241,575 | 900,000 | 33,149 | 11,422,991 | 12,356,140 |

  43. Potential Payments upon Termination or Change of Control

    (1) Effective March 19, 2024, Mr. Srivatsan serves as our Chief Business Officer, is no longer serving as our Chief Operating Officer and is no longer considered an executive officer of the Company.

  44. CEO Pay Ratio

    CEO Pay Ratio Under Item 402(u) of Regulation S-K under the Securities Act and the rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Tomer Weingarten, our Chief Executive Officer (the “CEO Pay Ratio”). Our median employee compensation in fiscal 2024 as calculated using Summary Compensation Table requirements was $220,300. Our Chief Executive Officer’s compensation in fiscal 2024 as reported in the Summary Compensation Table was $16,544,088. Therefore, our CEO Pay Ratio for fiscal 2024 is approximately 75:1.

  45. Methodology and Pay Ratio

    Methodology and Pay Ratio We identified the median employee using our employee population on December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis, and excluding contractors and other non-employee workers). Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the annual target total compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 31, 2023: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in fiscal 2024. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during fiscal 2024. Compensation paid in foreign currencies was converted to U.S. dollars based on the average of daily exchange rates over the full 2023 calendar year. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee's annual total compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  46. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer, who is our CEO, and our other named executive officers (“Non-CEO NEOs”) and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The SEC adopted these disclosure requirements in August 2022 after we made compensation decisions for fiscal 2022 and fiscal 2023. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to the section titled “Compensation Discussion and Analysis.” The information contained in this “—Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers; these amounts reflect the 2024 Summary Compensation Table total with certain adjustments as described in the following table and footnotes.

  47. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for CEO(1)(2) ($) | Compensation Actually Paid to CEO(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(4) ($) | Average Summary Actually Paid to Non-CEO NEOs(5) ($) | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | Net Income (Loss)(8) ($ millions) | Revenue(9) ($ millions) | | 2024 | 16,544,088 | 83,237,906 | 7,600,744 | 21,594,219 | 63.06 | 139.33 | (338.7) | 621.2 | | 2023 | 13,522,362 | (183,133,426) | 8,746,750 | (11,381,739) | 35.51 | 92.83 | (378.7) | 422.2 | | 2022 | 95,395,534 | 352,126,254 | 9,324,321 | 17,064,767 | 105.29 | 110.11 | (271.1) | 204.8 |

  48. Pay Versus Performance

    (1) Mr. Weingarten our CEO, has served as our principal executive officer for the entirety of fiscal 2024, fiscal 2023, and fiscal 2022. Our Non-CEO NEOs for fiscal 2024 were Messrs. Bernhardt, Conder, Smith, and Srivatsan; for fiscal 2023, Messrs. Bernhardt, Conder, Smith, Srivatsan, and Nicholas Warner; and for fiscal 2022, Messrs. Smith and Conder. (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our CEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-CEO NEOs. (3) Amounts for each fiscal year do not reflect the actual amount of compensation earned by or paid to Mr. Weingarten during the applicable year. The amounts reported in this column for fiscal 2024 were calculated by making the following adjustments to amounts reported for Mr. Weingarten in the “Summary Compensation Table” in the “Total” column, in accordance with Item 402(v) of Regulation S-K: a.We deducted $15.1 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards. b.We added $36.3 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of the fiscal year. c.We added $39.3 million representing the change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the fiscal year. d.We added $2.2 million representing the change in fair value of awards that were granted and vested in the same fiscal year. e.We added $3.9 million representing the change in fair value for awards granted in prior years that vested in the fiscal year. PSU awards granted in fiscal 2024 failed to meet vesting conditions as of January 31, 2024 and therefore are not included in the table above. No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions. (4) Represents, for each applicable year, the average of the amounts reported in the “Summary Compensation Table” in the “Total” column for the Non-CEO NEOs as a group. The Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for fiscal 2024, Messrs. Bernhardt, Conder, Smith, and Srivatsan; for fiscal 2023, Messrs. Bernhardt, Conder, Smith, Srivatsan, and Warner; and for fiscal 2022, Messrs. Smith and Conder. Mr. Warner received a lump sum severance payment of $225,000 in fiscal 2023 in connection with his resignation on November 7, 2022. (5) Amounts for each fiscal year do not reflect the actual average of reported amounts of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The amounts reported in this column for fiscal 2024 were calculated by making the following adjustments to average total compensation for the Non-CEO NEOs, using the same methodology described above in footnote (3): a.We deducted $6.8 million reported in the Summary Compensation Table, reflecting the grant date fair value of awards. b.We added $16.5 million reflecting the fair value of awards granted in the fiscal year that were outstanding and unvested as of the end of the fiscal year. c.We added $2.9 million representing the change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the fiscal year. d.We added $1.0 million representing the change in fair value of awards that were granted and vested in the same fiscal year. e.We added $0.4 million representing the change in fair value for awards granted in prior years that vested in the fiscal year. No dividends or earnings were paid, and there were no changes in pension values as we do not sponsor any pensions. (6) Assumes an initial investment of $100.00 in our Class A common stock on June 30, 2021, the date of our initial public offering. Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. (7) The peer group used for the purpose of this disclosure in each covered year is the S&P 500 Information Technology Index which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. This column assumes $100.00 was invested in this peer group on June 30, 2021 (same period as used for footnote (6) above). (8) The amounts shown reflect the net loss reported in our audited financial statements for the applicable fiscal year. (9) We selected revenue as our company-selected measure because in fiscal 2024, the annual bonus was linked to revenue.

  49. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table “Compensation actually paid” (“CAP”), as required under the Securities Act, reflects cash compensation actually paid as well as adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards which can only be determined upon the ultimate sale of the stock underlying such awards. “Compensation actually paid” generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as applicable). We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the section titled “Compensation Discussion and Analysis.” CAP versus TSR Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to total shareholder return of both our Class A common stock and the S&P 500 Information Technology Index. CAP versus Net Income (Loss) Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to our net income (loss). CAP versus Company-Selected Measure Below is a graph showing the relationship of compensation actual paid to our CEO and Non-CEO NEOs for fiscal 2022, fiscal 2023, and fiscal 2024 to our revenue.