Sprinklr (CXM) Proxy Filing summary

Executive summary

• Appointment of Trac Pham as Co-Chief Executive Officer, effective June 5, 2024, alongside current CEO Ragy Thomas.

• Termination of the search for a President and Chief Operating Officer following Pham's appointment.

• Pham's prior consulting agreement as Interim COO ended June 4, 2024.

Board of directors and corporate governance

• Trac Pham will remain a board member and is standing for reelection at the 2024 annual meeting.

• No family relationships or arrangements influenced Pham's selection as Co-CEO.

Executive compensation and say-on-pay

• Both Co-CEOs will receive a $500,000 annual base salary and a discretionary bonus targeted at 100% of base salary.

• Pham to receive a $15 million RSU award vesting over three years, with specific vesting dates and conditions.

• Neither Co-CEO will receive additional board compensation.

• Both are eligible for standard employee benefits and severance under the Executive Severance and Change in Control Plan.

• Severance includes salary continuation, pro rata bonus, COBRA premiums, and, in change of control, accelerated equity vesting.