Aaron Hughes
SentinelOneAbout Aaron Hughes
Aaron Hughes, 49, has served as an independent director of SentinelOne since May 2021. He is currently Senior Vice President and Chief Information Security Officer (CISO) at Albertsons Companies (since November 2020), and previously held senior cybersecurity roles at Capital One and the U.S. Department of Defense; he holds a B.S. in Mechanical Engineering (University of Virginia), an M.S. in Telecommunication and Computers (George Washington University), and an MBA (Stanford GSB) . The Board has determined he is independent under NYSE and SEC rules; in doing so it considered that Albertsons is a customer of SentinelOne, with arms-length transactions under 2% of Albertsons’ revenue in each of the last three fiscal years and in the ordinary course .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Deputy Assistant Secretary of Defense for Cyber Policy | May 2015 – Jan 2017 | Senior cyber policy leadership at DoD |
| In-Q-Tel | Vice President | Jul 2008 – May 2015 | Venture/technology investing role supporting national security |
| Capital One Financial | VP, Information Security; Deputy CISO | Jun 2017 – Nov 2020 | Enterprise cybersecurity leadership at a large financial institution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Albertsons Companies | SVP & Chief Information Security Officer | Since Nov 2020 | Albertsons is a customer of SentinelOne; Board reaffirmed independence; related sales/purchases <2% of Albertsons’ revenue and in ordinary course |
Board Governance
- Board structure: Class III director; current term expires 2027 .
- Committee assignments: Member, Audit Committee; no chair roles (Audit Committee chaired by Charlene T. Begley) .
- Independence: Determined independent by the Board (considered Albertsons relationship as described) .
- Attendance/engagement: In FY2025, the Board met 7 times and all directors then serving attended at least 75% of Board and applicable committee meetings; Audit Committee held 5 meetings .
- Lead Independent Director: Daniel Scheinman .
Fixed Compensation
| Component | Policy Detail | FY2025 Amount (Hughes) | Notes |
|---|---|---|---|
| Board annual retainer (cash) | $50,000 | Included in $60,000 | Standard cash retainer |
| Audit Committee member (cash) | $10,000 | Included in $60,000 | Member retainer |
| Total fees earned/paid in cash | — | $60,000 | He elected to receive RSUs in lieu of cash; received 3,283 RSUs for this election |
| Equity (annual/initial awards) | Granted under Outside Director Compensation Policy | $255,392 | Grant date fair value of RSUs per ASC 718 |
| Total FY2025 director compensation | — | $315,392 | Sum of fees and stock awards |
Additional program details:
- Cash retainers are payable quarterly; directors may elect to receive cash retainers as deferred RSUs that vest quarterly and settle on specified triggers (earliest of 5th anniversary, separation, disability, death, or corporate transaction) .
- The director compensation program and levels were reviewed with Aon (independent consultant) for market competitiveness .
Performance Compensation
Director equity is time-based (no performance metrics disclosed for directors):
- Initial Award: $400,000 in options or RSUs; vests in 12 equal quarterly installments; accelerates upon a corporate transaction .
- Annual Award: $225,000 in options or RSUs; fully vests at the earliest of next annual meeting, first anniversary, death, disability, or change-in-control; subject to continued service .
FY2025 grants (post year-end, at 2025 annual meeting):
| Grant Date | Instrument | Units | Vesting / Settlement Terms |
|---|---|---|---|
| 2025-06-25 | Deferred RSUs (DSUs) | 3,339 | Time-based quarterly vesting with deferred settlement under the Non-Employee Director Compensation Program; schedule runs through June 15, 2026 |
| 2025-06-25 | RSUs (Annual Award) | 12,522 | Entire award vests and settles at the earliest of June 25, 2026; next annual meeting (or immediately prior if service ends at meeting); death; disability; or change in control, subject to continued service |
Performance metric table (directors): No performance conditions disclosed; all vesting is time-based per policy .
Other Directorships & Interlocks
- Other public company boards: The proxy biography for Mr. Hughes does not list other current public company directorships .
- Interlocks/conflicts: The Board considered that Mr. Hughes is an Albertsons executive and that Albertsons is a customer of SentinelOne; transactions were arms-length and <2% of Albertsons’ revenue; independence maintained .
Expertise & Qualifications
- Cybersecurity leadership across retail (Albertsons), financial services (Capital One), government (DoD), and venture/innovation (In-Q-Tel) .
- Financial literacy: All Audit Committee members are financially literate (Hughes is a member) .
- Education: B.S. (UVA), M.S. (GWU), MBA (Stanford GSB) .
Equity Ownership
As of April 30, 2025 (per proxy share ownership table):
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 47,229 | Less than 1% of outstanding shares |
| Of which: Directly held Class A | 25,279 | Direct holdings |
| RSUs vesting within 60 days | 12,314 | RSUs scheduled to vest/settle within 60 days of April 30, 2025 |
| Vested RSUs (settlement deferred) | 9,636 | Deferred settlement per Outside Director Compensation Policy |
| Class B stock options (exercisable within 60 days) | 40,000 | All options vested |
| Hedging/Pledging policy | Prohibited to hedge; pledging prohibited without pre-approval | Applies to directors under Insider Trading Policy |
| Shares pledged | None disclosed for Hughes | No pledge noted in Hughes’ ownership footnotes |
| Stock ownership guidelines | 5x basic annual cash retainer; 5 years to comply; retain 50% of net shares if not met | As of March 2025, all covered persons had met or were on track to meet guidelines |
Insider trades (most recent):
| Date | Form | Transaction | Shares/Units | Price | Post-Transaction Beneficial Ownership | Notes |
|---|---|---|---|---|---|---|
| 2025-06-25 | Form 4 | Award of DSUs | 3,339 | $0 | 50,568 (after DSUs) | Time-based DSUs; deferred settlement; quarterly vesting through June 15, 2026 |
| 2025-06-25 | Form 4 | Award of RSUs | 12,522 | $0 | 63,090 (after RSUs) | Annual RSU vesting at earliest of next annual meeting/1 year/death/disability/CoC |
Governance Assessment
Positives
- Independence and conflict review: Board explicitly reviewed Hughes’ role at Albertsons and maintained independence; related transactions were immaterial (<2% of Albertsons’ revenue) and arms-length, reducing conflict risk .
- Risk and financial oversight: Service on the Audit Committee (financially literate membership) strengthens board oversight of controls, compliance, and cyber risk .
- Alignment: Elected to take cash retainers in RSUs (3,283 RSUs) and receives annual RSU grants; equity-heavy mix supports alignment with shareholders .
- Ownership policy and trading restrictions: Robust stock ownership guidelines and prohibitions on hedging/pledging bolster alignment; no pledging disclosed for Hughes .
- Engagement: Board met 7 times; all directors attended ≥75% of meetings; Audit Committee met 5 times in FY2025, indicating active oversight cadence .
Monitors / Potential Risks
- Customer affiliation: Executive role at a customer (Albertsons) necessitates ongoing related-party oversight, though currently within de minimis thresholds and ordinary course .
- Say-on-pay context: In 2025, shareholders approved NEO compensation but with notable opposition (Votes For: 323,483,438; Against: 144,041,058; Abstain: 6,026,030), underscoring investor scrutiny of pay practices broadly .
No RED FLAGS identified for Hughes regarding attendance shortfalls, hedging/pledging violations, option repricing, or related-party transactions beyond the immaterial customer relationship reviewed by the Board .