Item 5.02 Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2021, the Board of Directors (the "Board") of SentinelOne, Inc.
(the "Company") appointed Robin Tomasello to serve as the Chief Accounting
Officer of the Company, effective as of November 16, 2021. In this role Ms.
Tomasello will serve as the Company's principal accounting officer.
Prior to joining the Company, Ms. Tomasello, aged 50, served in several roles at
Chegg, Inc. ("Chegg"), an interconnected learning platform, including most
recently from May 2014 to November 2021, as VP, Corporate Controller and
Assistant Treasurer. Prior to joining Chegg, from February 2000 until January
2012, Ms. Tomasello served in a variety of roles at Palm, Inc., a smartphone
provider, most recently as the Assistant Controller. Ms. Tomasello holds a B.S.
in business administration from California Polytechnic State University.
In connection with her appointment, the Company entered into an offer letter
with Ms. Tomasello (the"Offer Letter"). The Offer Letter does not have a
specific term and provides that Ms. Tomasello will serve as an at-will employee.
Pursuant to the Offer Letter, Ms. Tomasello is entitled to receive (i) an annual
base salary of $375,000 and (ii) an opportunity to earn an annual cash bonus of
$150,000.
Subject to the terms and conditions of the Company's 2021 Equity Incentive Plan
and the forms and awards thereunder, the Board also approved on December 10,
2021 a restricted stock unit ("RSU") award with an aggregate value of $3.5
million (the "Aggregate RSU Value"). The number of shares of the Company's Class
A common stock subject to the award is calculated as follows: the Aggregate RSU
Value divided by the fair market value of one share of the Company's Class A
common stock on the date of grant. Twenty-five (25%) of the RSU shall vest on
the first Vesting Date (as defined below) following the one-year anniversary of
November 16, 2021 (the "First Vesting Date"), and 1/16th of the RSU will vest on
each third Vesting Date following the First Vesting Date. Vesting Date is
defined as the fifth (5th) day of each month.
Ms. Tomasello is also entitled to certain payments and benefits on termination
of employment or upon a termination in connection with a change of control. In
the event she is terminated without "cause" or resigns for "good reason" within
three months before or twelve months following a "change of control" of the
Company, she will be entitled to: (i) an amount equal to twelve months of her
base salary and her then-current annual target bonus, in each case at the rate
in effect immediately prior to such termination, payable in a cash lump-sum and
(ii) to the extent Ms. Tomsaello timely elects to receive continued coverage
under the Company's group-healthcare plans, the Company will continue to pay the
employer portion of her premium payments for such continued coverage for a
period ending on the earlier of (x) twelve months following the termination date
and (y) the date that she becomes eligible for coverage under another employer's
plans. In addition, Ms. Tomasello's 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
Ms. Tomasello's execution of a general release of claims against us.
Additionally, in the event that Ms. Tomasello is terminated without "cause" or
resigns for "good reason" outside of a "change of control," she will be entitled
to (i) an amount equal to six months of her base salary at the rate in effect
immediately prior to such termination, payable in a cash lump-sum and (ii) to
the extent she timely elects to receive continued coverage under the Company's
group-healthcare plans, the Company will continue to pay the employer portion of
her premium payments for such continued coverage for a period ending on the
earlier of (x) six months following the termination date and (y) the date that
she becomes eligible for coverage under another employer's plans. All such
severance payments and benefits will be subject to Ms. Tomasello's execution of
a general release of claims against us.
There are no family relationships between Ms. Tomasello and any director or
executive officer of the Company and no transaction involving Ms. Tomasello that
would require disclosure under Item 404(a) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended. In connection with her
appointment, the Company will enter into its standard form of Indemnification
Agreement with Ms. Tomasello.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description
99.1 SentinelOne Appoints Robin Tomasello as Chief Accounting Officer
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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