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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