SENTINELONE INC CLASS A (S)
Sector: Information Technology
2026 Annual Meeting Analysis
SENTINELONE INC CLASS A · Meeting: June 25, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Ms. Pinczuk has served as a director since May 2022 (over 24 months) and now also serves as President, Product and Technology; the company's 3-year price return of -7.7% trails the peer group median by only 0.7 percentage points, well below the 20-percentage-point threshold required to trigger a negative vote, and no other policy flags apply.
Mr. Barrenechea joined the board in December 2025, less than 24 months before the meeting, so he is exempt from the stock performance trigger under policy; he brings extensive technology industry leadership experience spanning four decades, and no other policy flags apply.
Both Class II director nominees pass all policy screens: the TSR underperformance trigger does not fire (3-year gap vs. peer median is only -0.7 percentage points, far below the 20-point threshold for negative absolute TSR), Mr. Barrenechea is exempt as a new director within 24 months, neither nominee is overboarded, both have relevant qualifications, attendance was reported as satisfactory for all serving directors, and no independence, familial, or committee-composition concerns were identified.
Say on Pay
✓ FORCEO
Tomer Weingarten
Total Comp
$18,965,466
Prior Support
N/A
The CEO's reported total compensation for fiscal 2025 was approximately $19.0 million, which is elevated for a cybersecurity software company at SentinelOne's current $5.5 billion market cap, but the pay structure is heavily weighted toward variable pay — roughly 95% of the CEO's total compensation opportunity is described as performance-based or at-risk, well above the 50-60% policy minimum for variable pay. The company responded directly to shareholder feedback by increasing the share of performance stock awards from 25% to 40% of equity in fiscal 2026 and further to 50% in fiscal 2027, and performance stock awards paid out at approximately 90% of target reflecting genuine below-target revenue and ARR results, demonstrating real pay-for-performance linkage. The 3-year stock return of -7.7% closely tracks the peer group median (-7.0%), meaning variable pay above benchmark (if any) is not misaligned with shareholder experience under policy standards, and the company has a compliant clawback policy in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,187,000
Non-Audit Fees
$1,519,000
Non-audit fees (tax fees of $1,517,000 plus other fees of $2,000, totaling $1,519,000) represent approximately 36% of audit fees ($4,187,000), comfortably below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $5.5 billion market-cap company; auditor tenure is not disclosed so the tenure trigger cannot fire; and no material restatements were identified.
Overall Assessment
The 2026 SentinelOne annual meeting ballot contains three standard proposals: two Class II director nominees who both pass all policy screens, an auditor ratification for Deloitte with a clean non-audit fee ratio, and a Say on Pay vote that warrants support given the heavily performance-based pay structure and direct responsiveness to prior shareholder feedback. No stockholder proposals were identified in the filing materials provided.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing