Mark Peek
SentinelOneAbout Mark Peek
Independent director (Class III) of SentinelOne since 2021; age 67; current term ends at the 2027 annual meeting . Executive Vice President at Workday, with prior senior finance and operating roles at Workday, VMware, Amazon, and Deloitte; designated by the Board as an audit committee financial expert . Education: B.S. in Accounting and International Finance from Minnesota State University; advisory board member at the Foster School of Business, University of Washington . SentinelOne’s Board has determined Mr. Peek is independent under NYSE and SEC rules, with Workday relationships reviewed and deemed immaterial at <2% of Workday revenue, arms-length and ordinary course .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Executive Vice President | Nov 2022–present | Senior leadership; current external executive position |
| Workday, Inc. | EVP & Managing Director, Workday Ventures | Feb 2018–Nov 2022 | Led strategic investment arm |
| Workday, Inc. | Co-President | Jun 2015–Feb 2018 | Oversight of operations |
| Workday, Inc. | Chief Financial Officer | Jun 2012–Apr 2016 | Principal finance officer |
| VMware, Inc. | President, Business Operations & CFO | Apr 2007–Jan 2011 | Senior finance/operations leadership |
| Amazon.com, Inc. | SVP & Chief Accounting Officer | Mar 2000–Apr 2007 | Accounting leadership |
| Deloitte | Partner (after 19 years at firm) | Pre-2000 (partner last 10 years) | Audit/accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimble Inc. | Director | May 2010–present | Public company directorship |
| Workday, Inc. | Director | Dec 2011–Jun 2012 | Short-term board service |
| Foster School of Business (UW) | Advisory Board | — | Academic advisory role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair .
- Independence: Board determined Mr. Peek is independent; Workday is a customer and vendor of SentinelOne, with arms-length transactions below 2% of Workday gross revenue for the last three fiscal years, and ordinary course; independence maintained .
- Attendance and engagement: Board held seven meetings in fiscal 2025; all directors attended ≥75% of combined Board and relevant committee meetings; Audit Committee met five times; Compensation Committee met seven times .
- Board structure: Lead Independent Director is Daniel Scheinman; non-management directors meet regularly in executive sessions .
Fixed Compensation
Director compensation structure (cash retainers, fiscal 2025):
| Board/Committee | Chair ($) | Member ($) |
|---|---|---|
| Board | — | 50,000 |
| Audit Committee | 20,000 | 10,000 |
| Compensation Committee | 15,000 | 7,500 |
| Nominating & Corporate Governance | 12,000 | 6,000 |
| Lead Independent Director (additional) | 20,000 | — |
Fiscal 2025 compensation for Mark Peek:
| Component | Amount |
|---|---|
| Fees earned or paid in cash | 75,000 |
| RSUs elected in lieu of cash (units) | 4,104 |
| Stock awards (annual equity grants, ASC 718 FV) | 255,392 |
| Total | 330,392 |
Program mechanics:
- Cash fees paid quarterly in arrears; directors may elect RSUs as deferred share units in lieu of cash, vesting quarterly and settling at the earliest of 5th anniversary, separation, disability, death, or a corporate transaction .
- Annual equity award for non-employee directors: grant date value $225,000 (prorated), fully vests on the next annual meeting or first anniversary, or upon death, disability, or a corporate transaction; initial award for new directors: $400,000, vests quarterly; both use 30-day average price for share calculation .
Performance Compensation
| Item | Detail |
|---|---|
| Director equity performance metrics | None; director grants are RSUs/time-based (no performance conditions) |
| Vesting schedules | Annual Award fully vests on next annual meeting or first anniversary; deferred share units vest quarterly; settlement triggers include 5-year anniversary, separation, disability, death, or corporate transaction |
| Equity calculation basis | RSUs and options use trailing 30-day average closing price or Black-Scholes for options at grant |
Other Directorships & Interlocks
| Company | Relationship to SentinelOne | Nature | Governance conclusion |
|---|---|---|---|
| Workday, Inc. (Peek EVP) | Customer and vendor | Arms-length sales/purchases; <2% of Workday gross revenue in any of last three fiscal years; ordinary course | Board deemed Peek independent under NYSE/SEC rules |
| Trimble Inc. | None disclosed | Public company board service | No conflict disclosed in proxy |
Expertise & Qualifications
- Audit committee financial expert (Reg S-K Item 407(d)(5)(ii)) .
- Deep CFO and senior finance/operations background across Workday, VMware, Amazon; Big Four audit experience (Deloitte partner) .
- Technology industry domain experience and governance capabilities aligned with Compensation Committee leadership .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares (beneficially owned) | 128,913 | <1% of Class A outstanding |
| Class B shares (beneficially owned) | 40,000 | <1% of Class B outstanding |
| RSUs settleable (as of Jan 31, 2025) | 14,366 | Class A RSUs expected to settle; indicates alignment |
| Stock options (Class B) | 40,000 | All vested |
| Pledged shares | None disclosed for Mr. Peek | Proxy notes pledge for CEO; none for Peek |
| Director stock ownership guideline | 5x basic annual cash retainer; compliance required within 5 years | All covered persons met or are on track (as of Mar 2025) |
| Hedging/pledging policy | Hedging/derivatives prohibited; pledging only with prior approval | Applies to non-employee directors |
Governance Assessment
- Strengths: Independent status affirmed despite Workday ties; chairs Compensation Committee; designated audit committee financial expert; strong attendance and committee engagement; elected RSUs in lieu of cash (4,104 units), increasing equity alignment; directors subject to ownership guidelines (5x retainer), with compliance on track .
- Potential conflicts and monitoring points:
- Workday interlock: Executive role at a customer/vendor; board reviewed and deemed immaterial (<2% revenue, arms-length); continue monitoring related-party exposure and transaction approvals under the company’s Related Party Transactions Policy .
- As Compensation Committee chair, ensure continued use of independent consultants (Aon) and avoidance of conflicts; committee independence affirmed; no interlocks reported with management of other entities .
- Risk controls: Prohibitions on hedging/derivatives and restricted pledging for directors; clawback policy covers executive incentive compensation and reflects robust recovery posture (directors’ cash fees/equity not performance-based) .
RED FLAGS: Workday executive role with customer/vendor relationship—while deemed immaterial and arms-length, it is a potential perceived conflict requiring ongoing audit/compensation committee oversight of RPTs and independence .