Teddie Wardi
SentinelOneAbout Teddie Wardi
Independent director (Class I) at SentinelOne (ticker: S); age 40; director since May 2019; current term expires at the 2025 annual meeting and nominated to serve until 2028. Background: Managing Director at Insight Venture Management (since Jan 2018), previously Partner at Atomico and Vice President at Dawn Capital; co‑founder/CTO of Nervogrid. Education: B.Sc. in Business Technology & Finance (Aalto University) and MBA (Harvard Business School). Tenure on S’s board: ~6 years as of April 30, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atomico (UK) Partners LLP | Partner | Mar 2016 – Oct 2017 | European growth investing in technology; venture/operator perspective |
| Dawn Capital LLP | Vice President | Mar 2014 – Mar 2016 | Early-stage B2B software investing; portfolio support |
| Nervogrid Oy | Co‑founder & CTO | Mar 2006 – Aug 2012 | Built software provider acquired by ALSO Holding AG |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insight Venture Management, L.L.C. | Managing Director | Jan 2018 – Present | Affiliation with a >5% stockholder of S (Insight) |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Mark S. Peek). The committee met seven times in fiscal 2025.
- Independence: The Board determined Wardi is independent under NYSE and SEC rules.
- Attendance: In fiscal 2025, all directors then serving attended at least 75% of Board and applicable committee meetings; Board held seven meetings.
- Class/term: Class I director; standing for re‑election in 2025 to a term expiring at the 2028 annual meeting.
- Board leadership context: Lead Independent Director is Daniel Scheinman; non‑management directors meet regularly in executive session.
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2025 | $0 | $0 | $0 |
| Board/Committee | Annual Cash Retainer (Chair) | Annual Cash Retainer (Member) |
|---|---|---|
| Board | — | $50,000 |
| Lead Independent Director (add’l) | $20,000 | — |
| Audit Committee | $20,000 | $10,000 |
| Compensation Committee | $15,000 | $7,500 |
| Nominating & Corporate Governance | $12,000 | $6,000 |
Notes:
- Non‑employee directors may elect to receive cash retainers in RSUs as deferred share units; quarterly vesting; settlement on the earlier of 5th anniversary, separation, disability, death, or corporate transaction.
Performance Compensation
| Element | Amount/Method | Vesting | Acceleration/Settlement |
|---|---|---|---|
| Initial equity award (new directors) | $400,000 in stock options or RSUs (determined by Board) | Quarterly 1/12th | Full acceleration immediately prior to corporate transaction |
| Annual equity award | $225,000 in stock options or RSUs (prorated by months of service) | Fully vests by next AGM or 1‑yr anniversary; or upon death/disability/corporate transaction | RSUs/options count determined using trailing 30‑day average price; options valued via Black‑Scholes |
Note: Wardi did not receive director compensation (cash or equity) in fiscal 2025, consistent with his Insight affiliation.
Other Directorships & Interlocks
| Entity | Role/Link | Details |
|---|---|---|
| Insight Ventures (affiliates) | Significant stockholder in S | Beneficial ownership: 3,984,112 Class A; 7,440,914 Class B; total voting power 25.44%. Wardi is Managing Director at Insight. Potential influence via dual‑class structure. |
No other public company directorships for Wardi are disclosed in the proxy.
Expertise & Qualifications
- Venture investor/operator with technology and cybersecurity adjacency; prior CTO experience and growth investing background.
- Education: Aalto University B.Sc. (Business Technology & Finance); Harvard Business School MBA.
Equity Ownership
| Holder | Security | Amount | % Outstanding | Form/Notes |
|---|---|---|---|---|
| Ingentorsk (Delaware) LLC (controlled by Wardi) | Class A | 17,264 | <1% | Shares may be deemed beneficially owned by Wardi via entity control |
Director stock ownership guidelines:
- Required ownership for non‑employee directors: 5× basic annual cash retainer; compliance required within five years, with 50% post‑grant retention if below guideline; as of March 2025, all covered persons met or were on track.
Insider policy alignment:
- Hedging and short selling prohibited; pledging prohibited without prior approval under Insider Trading Policy. No pledging disclosed for Wardi.
Governance Assessment
- Strengths: Independent director; active on Compensation Committee; strong attendance culture (≥75% across directors); robust director ownership guidelines and prohibitions on hedging/shorting improve alignment.
- Alignment: Personal stake via 17,264 Class A shares; broader alignment via Insight’s substantial ownership and long‑tenured board service (since 2019).
- Potential conflicts (monitor): Insight Ventures is a >5% holder with 25.44% total voting power; Wardi’s Insight role could present perceived conflicts. The Board nonetheless determined independence; Related Party Transactions are subject to Audit Committee oversight, and no Insight‑related transactions were disclosed for fiscal 2025. RED FLAG potential if future related‑party dealings emerge without robust safeguards.
- Compensation signal: Waiver of director compensation (cash/equity) due to Insight affiliation reduces cash/equity outlay and may limit direct pay incentives; company policy provides standard annual RSUs for independent directors, but Wardi did not receive them in 2025.