SentinelOne (S) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 25, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Only stockholders of record as of April 30, 2026, may vote; Class A shares have one vote each, Class B shares have 20 votes each, voting as a single class.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• The board recommends voting for all proposals and nominees.

Voting matters and shareholder proposals

• Three main proposals: election of two Class II directors, ratification of Deloitte as auditor for FY2027, and advisory approval of executive compensation.

• Board recommends voting for all director nominees, auditor ratification, and executive compensation.

• Shareholders may submit proposals for the 2027 meeting by January 14, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of eight members in three staggered classes, with two Class II directors up for election to serve until 2029.

• Majority of directors are independent per NYSE and SEC standards; annual board and committee self-evaluations are conducted.

• Board leadership combines CEO and Chairman roles, with a lead independent director to ensure balance and oversight.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent members.

• Board actively oversees risk, strategy, and succession planning, with a focus on cybersecurity and AI-related risks.