Charlene Begley
SentinelOneAbout Charlene T. Begley
Charlene T. Begley, age 58, has served as an independent director of SentinelOne (S) since January 2021 and is a Class III director with a current term expiring in 2027. She chairs the Audit Committee and is designated an “audit committee financial expert,” reflecting deep finance and audit credentials from senior leadership roles at GE; she holds a B.S. in Finance from the University of Vermont .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | SVP & CIO; President & CEO, Home & Business Solutions | 2010–2012 | Led dual role across IT and a major operating unit |
| GE | President & CEO, Enterprise Solutions | 2007–2009 | Business leadership across enterprise solutions |
| GE | President & CEO, GE Plastics; GE Transportation | Prior to 2007 (dates not specified) | P&L leadership of major GE businesses |
| GE | Led Corporate Audit; CFO for GE Transportation and GE Plastics Europe & India | Earlier tenure (dates not specified) | Audit leadership and CFO experience across global units |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Nasdaq, Inc. | Independent Director; Audit Committee Member; Chair of Nominating & ESG | Director since Apr 2014; Chair since Jun 2021 | Nominating and ESG Chair; Audit member |
| Hilton Worldwide Holdings Inc. | Independent Director; Audit Committee Chair; Nomination & ESG Member | Since Apr 2017 | Audit Chair; Nomination & ESG committee member |
| Red Hat, Inc. | Director | Nov 2014–Jun 2019 | Board service at enterprise software company |
| WPP plc | Director | Dec 2013–Jun 2017 | Board service at global communications company |
Board Governance
- Committee assignments at S: Audit Committee (Chair); members include Aaron Hughes and Mark S. Peek; Begley and Peek are “audit committee financial experts”; the Audit Committee met five times in fiscal 2025 .
- Independence: Determined independent under NYSE/SEC standards; no related-party exceptions noted for Begley (Board specifically evaluated independence concerns for Peek and Hughes due to customer/vendor ties, not for Begley) .
- Board leadership: Daniel Scheinman is Lead Independent Director; non-management directors meet regularly in executive sessions; lead independent duties include executive sessions and agenda-setting input .
- Attendance: Board held seven meetings in fiscal 2025; all directors then serving attended at least 75% of board and committee meetings; directors were present at the 2024 annual meeting .
Fixed Compensation
| Component (FY2025) | Amount/Detail |
|---|---|
| Board annual cash retainer | $50,000 |
| Audit Committee Chair retainer | $20,000 |
| Total cash fee eligibility | $70,000 |
| Cash-to-RSU election | Elected RSUs in lieu of cash; awarded 3,831 RSUs for cash fees |
| Annual equity grant (grant-date fair value) | $255,392 |
| Total reported FY2025 director compensation | $325,392 |
Notes:
- Policy permits initial equity award ($400,000) and annual award ($225,000) in RSUs or options; annual RSUs generally fully vest by next annual meeting or first anniversary; options/RSUs sized using trailing 30-day average price methodology (updated March 2024) .
- RSU elections as deferred share units vest quarterly and settle on specified triggers (5-year anniversary, separation, disability, death, or corporate transaction) .
Performance Compensation
- No performance-conditioned director equity disclosed; non-employee director equity is time-based RSUs or options under the Outside Director Compensation Policy; no director PSUs or performance metric framework is specified for directors .
Other Directorships & Interlocks
| External Board | Potential Interlock Relevance |
|---|---|
| Nasdaq, Inc. | Technology/market operator; no related-party transaction disclosure tying Begley to S |
| Hilton Worldwide Holdings Inc. | Large hospitality operator; no related-party transaction disclosure tying Begley to S |
| Red Hat (past) | Prior public company board; no current interlock |
| WPP (past) | Prior public company board; no current interlock |
- Related party transactions review rests with the Audit Committee; independence assessment disclosed specific customer/vendor relationships for other directors, not Begley .
Expertise & Qualifications
- Audit and finance: Audit Committee Chair; “audit committee financial expert” designation by Board; extensive CFO/CIO and audit leadership at GE .
- Technology and information security: Board states her knowledge of technology and information security companies and operational management experience supports board effectiveness .
- Education: B.S. in Finance, University of Vermont .
Equity Ownership
| As of Jan 31, 2025 | Shares/Units | Status |
|---|---|---|
| RSUs settleable into Class A | 14,230 | Unsettled RSUs (time-based) |
| Stock options (Class B) | 33,000 | All vested |
Additional alignment and policies:
- Director stock ownership guidelines: 5× annual cash retainer; compliance required within five years; as of March 2025, all covered persons had met or were on track to comply .
- Hedging/derivative/short sales prohibited; pledging requires prior approval under Insider Trading Policy .
Say-on-Pay & Shareholder Feedback
| Proposal (June 25, 2025) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 323,483,438 | 144,041,058 | 6,026,030 | 59,665,053 |
- Director election outcomes at the same meeting showed strong support for board nominees; details available in the 8-K .
Governance Assessment
- Strengths:
- Independent director with deep audit/finance expertise; Audit Committee Chair and designated financial expert enhance oversight of reporting, controls, and cybersecurity risk (Audit Committee oversees cybersecurity risk, with quarterly CISO updates) .
- Robust attendance (75%+ standard met), regular executive sessions, and clear Lead Independent Director structure support board independence .
- Compensation alignment: Director equity primarily RSUs; stock ownership guidelines enforce skin-in-the-game; no hedging or derivative transactions permitted .
- Potential watch items:
- Multiple external directorships (Nasdaq and Hilton) may increase time commitments; however, Board’s attendance disclosure mitigates immediate concern .
- No related-party transactions disclosed for Begley; maintain monitoring of any evolving interlocks with S customers/suppliers (none flagged in independence assessment) .
Overall signal: Governance profile is strong—independence, audit leadership, and ownership alignment support investor confidence, with no disclosed conflicts or red flags specific to Begley at S .