Ana Pinczuk
SentinelOneAbout Ana Pinczuk
Ana G. Pinczuk is an independent director of SentinelOne, Inc. (ticker: S), serving since May 2022 and currently a Class II director with her term ending in 2026; she sits on the Nominating and Corporate Governance Committee and is deemed independent under NYSE rules . She holds undergraduate and graduate mechanical engineering degrees from Cornell University, an executive master’s in technology management from the University of Pennsylvania, and a master’s in software management from Carnegie Mellon University . Company performance metrics used in SentinelOne executive incentive plans emphasize Revenue, Annual Recurring Revenue (ARR), and Non‑GAAP Operating Margin—factors relevant for board oversight of pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dexterity Inc. | Chief Operating Officer | Dec 2022 – May 2024 | Scaled logistics automation operations |
| Anaplan, Inc. | Chief Transformation Officer; then Chief Development Officer | Feb 2019 – Aug 2019; Aug 2019 – Jul 2022 | Led platform/product development and transformation |
| Hewlett Packard Enterprise (Pointnext) | President, Technology Services | 2015 – 2018 | Grew services portfolio and delivery |
| Veritas Technologies LLC | EVP & Chief Product Officer | 2015 – 2018 | Drove data management product strategy |
| Symantec Corporation | SVP & GM, Backup & Recovery | 2015 – 2018 | Managed security/data protection business |
| Cisco Systems, Inc. | Senior Vice President (various) | 2000 – 2015 | Led major product and services businesses |
| AT&T, Inc. | Executive roles (increasing responsibility) | ~1985 – 2000 | Network/telecom operations and leadership |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| Aptiv PLC (public) | Director | Nov 2016 – Present | Board service |
| Five9, Inc. (public) | Director; Compensation Committee member | Jun 2021 – Feb 2023 | Compensation oversight |
| CBTS Technology Solutions LLC (private) | Director | Jan 2025 – Present | Board service |
| SmartRent, Inc. (public) | Director | Jan 2025 – Present | Board service |
Fixed Compensation (Director)
| Fiscal Year | Board Retainer (Cash) | Committee/Other Cash Fees | Total Cash | Notes |
|---|---|---|---|---|
| FY2023 | $60,945 | — | $60,945 | Prorated service; RSU election for cash noted |
| FY2024 | $56,000 | — | $56,000 | Elected RSUs in lieu of cash (3,530 RSUs) |
| FY2025 | $56,000 | — | $56,000 | Elected RSUs in lieu of cash (3,064 RSUs) |
| Fiscal Year | Equity Grant (Grant Date Fair Value) | Total Director Compensation |
|---|---|---|
| FY2023 | $418,719 | $479,664 |
| FY2024 | $210,789 | $266,789 |
| FY2025 | $255,392 | $311,392 |
- Outside Director Compensation Policy: Annual equity award of ~$225,000 grant-date value; initial award ~$400,000 for new directors; cash retainers include $50,000 board, plus committee fees; directors may elect to receive cash fees as RSUs (deferred share units) .
Performance Compensation
- SentinelOne’s director equity is time-based (not performance-based). Annual Award vests by the next annual meeting or first anniversary; deferred share-unit elections settle at earliest of 5th anniversary, separation, disability, death, or corporate transaction; Annual/Initial awards fully accelerate immediately prior to a corporate transaction .
Equity Ownership & Alignment
| As of 4/30/2025 | Class A Direct | RSUs Vesting ≤60 Days | Deferred RSUs | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Ana G. Pinczuk | 33,412 | 12,314 | 9,187 | 54,913 | <1% |
Additional RSUs outstanding:
- As of 1/31/2025: RSUs settleable for 15,382 shares (outside 60-day window) .
- As of 1/31/2024: RSUs settleable for 23,627 shares .
Ownership policies and alignment:
- Director stock ownership guideline: 5x the basic annual cash retainer; compliance required within five years; as of March 2025, all covered persons met or were on track to comply .
- Hedging and short sales prohibited; pledging barred unless pre-approved by compliance administrator (rarely granted) .
Vesting/settlement dynamics (potential trading pressure):
- Annual director RSUs fully vest at the next annual meeting, creating periodic settlement/liquidity events; deferred RSUs settle only at specified triggers (5th anniversary, separation, disability, death, or corporate transaction), which moderates near-term selling pressure .
Employment Terms
- Status: Non-employee director; no employment contract with SentinelOne .
- Equity treatment upon corporate transactions: Director Annual/Initial awards vest in full immediately prior; cash fees become payable in full prior to a corporate transaction .
- Executive/employee severance policies (context for board oversight): Change-in-control agreements provide salary/bonus multiples and equity acceleration for executives (12–18 months; CEO higher); clawback policy adopted under Rule 10D‑1; stock ownership guidelines for executives (CEO 6x salary; others 3x) .
Board Governance
- Committee roles: Member, Nominating and Corporate Governance Committee; chair is Lead Independent Director Daniel Scheinman .
- Independence: Board deemed Pinczuk independent under NYSE and SEC rules .
- Board leadership: Combined CEO/Chairman structure (Tomer Weingarten) with Lead Independent Director (Scheinman) to mitigate dual-role concerns; lead director responsibilities include agendas, executive sessions, liaison duties, and risk oversight .
- Board/committee activity: FY2025 board met seven times; Nominating & Corporate Governance Committee met four times; all directors achieved ≥75% attendance .
Compensation Structure Analysis (Director)
- Mix shifted modestly higher in equity grant value FY2024→FY2025 ($210,789→$255,392) while cash retainers remained unchanged; election to receive RSUs in lieu of cash enhances alignment and defers settlement, limiting immediate sales .
- Director compensation is formulaic and market-benchmarked by independent consultant Aon; not tied to short-term performance metrics, reducing risk of misaligned incentives .
Risk Indicators & Red Flags
- No related-party transactions disclosed involving Pinczuk; board has a Related Party Transactions Policy with Audit Committee review .
- No pledging disclosed for Pinczuk; company-wide prohibition/restrictions on hedging/pledging reduce misalignment risk .
- Governance mitigants to CEO+Chairman dual role include Lead Independent Director structure and regular executive sessions .
Investment Implications
- Alignment: Pinczuk’s choice to receive RSUs in lieu of cash and compliance with ownership guidelines indicate positive alignment; director awards vest annually, creating predictable—but limited—settlement events given her <1% stake .
- Retention/trading signals: Deferred RSU settlement mechanics and time-based vesting suggest minimal near-term selling pressure; board-level independence and committee service strengthen governance oversight of executive pay/performance .
- Oversight of performance-linked pay: SentinelOne uses ARR/Revenue/Non‑GAAP Op Margin in executive incentives; board (including Pinczuk’s committee) oversees these structures and the clawback policy, supporting pay-for-performance discipline .