Keenan Conder
SentinelOneAbout Keenan Conder
Keenan Conder, 62, serves as SentinelOne’s Chief Legal Officer and Corporate Secretary, a role he has held since August 2021, with a J.D. from Wake Forest University and a B.A. from the University of North Carolina at Chapel Hill . Company performance indicators relevant to incentive alignment for fiscal 2025 included revenue of $821.5M, ARR of $920.1M, and non-GAAP operating margin of -3.1%, driving ~93% PSU payout on the FY25 tranche . The pay-versus-performance disclosure shows the value of a fixed $100 investment in S at 56.35 in FY25 (company TSR measure for the covered period) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tableau Software, Inc. | Executive Vice President, General Counsel and Corporate Secretary; prior legal leadership roles | Jan 2012–Aug 2021 | Senior legal executive at a high-growth data analytics company until its acquisition by Salesforce.com Inc. |
| Isilon Systems, Inc. | Vice President, General Counsel and Corporate Secretary | Jun 2007–Jan 2012 | Led legal function at a data storage company that was subsequently acquired by EMC Corporation (now Dell EMC) |
External Roles
No public company directorships or external board roles for Conder are disclosed in the proxy .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $425,000 | $450,000 (5.9% increase) |
| Target Annual Cash Incentive (% of Salary) | 60% | 60% |
| Actual Cash Incentive Paid ($) | $280,500 | $297,000 |
| All Other Compensation ($) | $2,500 | $6,077 |
Performance Compensation
Annual Cash Incentive Funding (Corporate)
| Metric | Weight | FY25 Threshold | FY25 Target | FY25 Maximum | FY25 Actual | FY25 Payout |
|---|---|---|---|---|---|---|
| Revenue ($) | 50% | $774.0M | $815.0M | $856.0M | $821.5M | 108% |
| Non-GAAP Operating Margin (%) | 25% | -6.0% | -4.0% | -2.0% | -3.1% | 123% |
| Strategic Objectives | 25% | — | — | — | — | 100% |
| Overall corporate cash incentive funding for FY25 was 110% . |
FY2025 PSU Metric Outcomes
| Metric | Weight | FY25 Threshold | FY25 Target | FY25 Maximum | FY25 Actual | FY25 Payout |
|---|---|---|---|---|---|---|
| ARR ($) | 37.5% | $911.0M | $959.0M | $1,079.0M | $920.1M | 59% |
| Revenue ($) | 37.5% | $774.0M | $815.0M | $917.0M | $821.5M | 108% |
| Non-GAAP Operating Margin (%) | 25.0% | -6.0% | -4.0% | 0.0% | -3.1% | 123% |
| Result: FY25 PSU tranche vested at ~93% of target shares . |
FY2025 Long-Term Incentive Awards (Conder)
| Award Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 02/15/2024 | 119,661 | $3,589,830 | 1/16 quarterly over 4 years; first tranche 06/05/2024 |
| PSU (target) | 03/15/2024 | 10,060 (target); 5,030 threshold; 22,635 max | $222,225 (at target) | Annual vest post-certification of performance; FY25 tranche certified ~93% |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 30, 2025)
| Security | Amount | % of Class |
|---|---|---|
| Class A common stock (direct) | 200,861 | <1% |
| Class A RSUs vesting within 60 days | 31,383 | <1% |
| Total Class A beneficial | 232,244 | <1% |
Outstanding Awards (as of Jan 31, 2025)
| Award | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSU (09/09/2021 grant) | 21,127 | $505,992 (at $23.95) |
| RSU (03/17/2022 grant) | 16,630 | $398,289 |
| RSU (02/15/2023 grant) | 121,823 | $2,917,661 |
| RSU (02/15/2024 grant) | 97,225 | $2,328,539 |
| PSU (03/15/2024 grant, FY25 tranche reference) | 10,060 target | $240,937 (payout contingent) |
Vesting cadence: RSUs vest 1/16 quarterly; the 2022 award began on 05/05/2022, the 2023 award on 06/05/2023, and the 2024 award on 06/05/2024 . FY2025 RSU settlement/vesting resulted in 118,052 shares acquired on vesting with $2,666,327 value realized; no option exercises were reported for Conder in FY25 .
Stock ownership guidelines: Executives other than the CEO must hold common shares equal to 3x base salary within 5 years; if not met by the deadline, must retain at least 50% of shares acquired from equity awards; as of March 2025, covered persons had met or were on track to comply . Hedging and short sales are prohibited; pledging is prohibited unless pre-approved under the Insider Trading Policy, and Section 16 officers trade only via Rule 10b5-1 plans .
No pledging of Conder’s shares is disclosed (pledged shares disclosure pertains to the CEO) .
Employment Terms
- Employment: Offer letter dated June 2021; effective August 2021; at-will employment; eligible for variable cash incentive; FY25 base salary $450,000; target annual cash incentive $270,000 (60% of salary) .
- Severance (outside change-of-control): 6 months’ base salary lump sum and up to 6 months employer-paid COBRA; estimated at $212,500 severance and $16,599 medical continuation if triggered on Jan 31, 2025 .
- Change-of-control (double-trigger, 3 months before to 12 months after): 12 months’ base salary plus target annual cash incentive lump sum, up to 12 months employer-paid COBRA, and full acceleration of unvested equity awards (performance awards per respective agreements); estimated at $680,000 severance, $33,197 medical continuation, and $6,391,417 equity acceleration if triggered on Jan 31, 2025 .
- Clawback: Compensation Recovery Policy adopted per Rule 10D-1 and NYSE standards; recovery of incentive-based compensation in case of accounting restatement or misconduct, irrespective of fault .
Investment Implications
- High equity mix and multi-year PSUs support alignment: FY25 stock awards of $3.812M vs cash salary+bonus of ~$747k indicate the majority of compensation is equity and “at-risk,” with PSU outcomes tied to ARR, revenue and margin; FY25 tranche vested at ~93% of target, reflecting balanced performance against growth and efficiency metrics .
- Insider supply from quarterly RSU vesting: Conder’s RSUs vest 1/16 quarterly across multiple grants, with FY25 RSU settlements of 118,052 shares ($2.67M), implying steady supply; no option exercises in FY25 reduces incremental exercise-driven selling risk .
- Retention risk moderated by double-trigger protections: CIC benefits and full equity acceleration under double-trigger scenarios, plus standard severance outside CIC, lower near-term departure risk while preserving shareholder protections via clawback and anti-hedging/pledging policies .
- Ownership discipline: 3x salary ownership guideline and retention requirements for non-compliant executives enhance long-term alignment; no pledging disclosed for Conder reduces alignment red flags .