Tomer Weingarten
SentinelOneAbout Tomer Weingarten
Tomer Weingarten is SentinelOne’s Co‑Founder, President, Chief Executive Officer, and Chairman of the Board; he has served as CEO and director since January 2013, President since November 2018, and Chairman since March 2021 (age 42 as of April 30, 2025) . Prior experience includes VP of Products at Toluna (2007–2012) following the acquisition of Dpolls, co‑founder/CTO at Carambola Media (2011–2012), and roles at Mckit Systems (2005–2007) . FY2025 operating outcomes that aligned with management incentives included revenue of $821.5M, ARR of $920.1M, and a non‑GAAP operating margin of (3.1)% under the company’s plan metrics; TSR since IPO (value of $100 invested on 6/30/21) stood at $56.35 at FY2025 year‑end, and net loss was $(288.4)M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Toluna Holdings | VP of Products | 2007–2012 | Product leadership post‑acquisition of Dpolls (co‑founded by Weingarten) |
| Carambola Media | Co‑Founder, CTO | 2011–2012 | Built publisher platform for new ad revenue formats |
| Mckit Systems | Various roles | 2005–2007 | Information/knowledge management systems experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Palo Alto University | Board Trustee | Since Mar 2022 | Academic governance role |
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | 600,000 | 700,000 (16.7% increase) |
| Target annual cash incentive (% of salary) | 100% | 125% |
| Actual annual cash incentive paid ($) | 660,000 | 962,500 |
Notes:
- Security/perquisite spend for CEO personal security, travel security, and residential measures totaled $742,420 in FY2025; additional $4,200 for communications plan; disclosed as “All Other Compensation” .
Performance Compensation
Annual cash incentive (FY2025)
| Metric | Weight | Threshold | Target | Maximum | Result | Payout factor |
|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 774.0 | 815.0 | 856.0 | 821.5 | 108% |
| Non‑GAAP Operating Margin (%) | 25% | (6.0)% | (4.0)% | (2.0)% | (3.1)% | 123% |
| Strategic Objectives | 25% | — | — | — | — | 100% |
- Corporate funding outcome: 110% for FY2025; CEO payout $962,500 vs $875,000 target .
Long‑term equity (FY2025 grant values approved)
| Award type | Target value ($) | Structure | Vesting | FY2025 payout status |
|---|---|---|---|---|
| RSUs | 14,250,000 | Time‑based | Quarterly over 4 years | N/A (time‑based) |
| PSUs | 4,750,000 | Annual tranches on FY25–FY28 metrics (ARR, Revenue, non‑GAAP Op Margin) | Each annual tranche vests upon certification; 0–225% leverage | FY2025 tranche vested at ~93% of target |
FY2025 PSU performance calibration
| Metric | Weight | Threshold | Target | Maximum | FY2025 result | FY2025 PSU payout factor |
|---|---|---|---|---|---|---|
| ARR ($M) | 37.5% | 911.0 | 959.0 | 1,079.0 | 920.1 | 59% |
| Revenue ($M) | 37.5% | 774.0 | 815.0 | 917.0 | 821.5 | 108% |
| Non‑GAAP Operating Margin (%) | 25.0% | (6.0)% | (4.0)% | 0.0% | (3.1)% | 123% |
Additional CEO performance award (granted Mar 2021)
| Instrument | Shares | Exercise price | Term | Vesting trigger |
|---|---|---|---|---|
| Performance stock option | 1,304,605 (Class B) | $9.74 | 10 years | 100% upon: (a) market cap ≥$20B for ≥90 consecutive trading days, or (b) change‑of‑control with ≥$20B proceeds; continuous service as CEO required to vest |
Policies/guardrails
- Clawback policy adopted pursuant to Rule 10D‑1/NYSE listing standards (recoupment of incentive‑based comp after accounting restatements; additional fraud/misconduct recovery provisions) .
- No tax gross‑ups; no single‑trigger CoC; no discounted options; hedging prohibited; pledging requires prior consent under policy .
Equity Ownership & Alignment
Beneficial ownership and control (as of April 30, 2025)
| Item | Detail |
|---|---|
| Direct Class A shares | 83,991 |
| RSUs vesting within 60 days (Class A) | 95,752 |
| Direct Class B shares | 4,251,402 (921,153 pledged as collateral) |
| Class B in trust | 423,629 (trustee remove/replace power) |
| Options exercisable within 60 days (Class B) | 2,624,342 |
| Irrevocable proxy voting control | 4,607,784 Class A shares held by co‑founder Almog Cohen subject to irrevocable proxy in favor of Weingarten (affects voting, not beneficial ownership) |
| Class B ownership % | 43.41% |
| Total voting power | 23.08% |
Ownership policies and practices
- Executive stock ownership guidelines: CEO 6× base salary; compliance required within 5 years; as of March 2025, all covered executives met or were on track; unexercised options and unvested PSUs don’t count .
- Hedging prohibited; pledging prohibited unless approved; Section 16 officers trade only via Rule 10b5‑1 plans under policy .
- Pledging red flag: 921,153 Class B shares pledged as collateral for personal indebtedness (monitor counterparty/market conditions) .
Vested/unvested profile and activity
- Outstanding CEO unvested awards at 1/31/25 include RSUs from 2022 (99,780 units; $2,389,731 MV), 2023 (389,827; $9,336,357), 2024 (422,265; $10,113,247), and PSUs (43,687 target units; $1,046,304 MV) calculated at $23.95/share .
- FY2025 exercises/settlements: 2,010,012 shares acquired on option exercise (value realized $32,756,541); 350,524 shares settled from RSUs (value realized $7,932,135) .
Outstanding equity by grant (CEO, as of 1/31/25)
| Grant | Type | Unvested units | Market value ($) |
|---|---|---|---|
| 3/17/2022 | RSU | 99,780 | 2,389,731 |
| 2/15/2023 | RSU | 389,827 | 9,336,357 |
| 2/15/2024 | RSU | 422,265 | 10,113,247 |
| 3/15/2024 | PSU (FY25 tranche at target) | 43,687 | 1,046,304 |
Employment Terms
- At‑will employment; confirmatory CEO offer letter (latest base $700,000; target annual incentive $875,000 as of 1/31/25) .
- Severance (outside change‑of‑control): 12 months base salary, up to 12 months COBRA; 6 months additional time‑based vesting acceleration for CEO (performance‑based equity excluded) .
- Change‑of‑control (double‑trigger; 3 months pre–12 months post CoC): 18 months base salary + target bonus, up to 18 months COBRA; 100% acceleration of time‑based equity (PSUs per award agreement) .
- Estimated payout values (as of 1/31/25, $23.95/share): non‑CoC total $13.78M (incl. $13.05M equity); CoC total $42.16M (incl. $40.18M equity) .
- Clawback policy in place; insider trading/10b5‑1 plan requirements; hedging prohibited; pledging restricted .
- Security program deemed necessary business expense given elevated risks; CEO security costs detailed in compensation table .
Board Governance
- Board service: Director since 2013; Class I director; re‑nominated in 2025 to serve through 2028; CEO and Chairman since 2021 (combined roles) .
- Independence: Board determined six non‑employee directors are independent; as a management director, Weingarten is not independent .
- Board leadership structure: Combined Chair/CEO role with a Lead Independent Director (Daniel Scheinman) since IPO; extensive lead director responsibilities codified (agenda setting, executive sessions, liaison, advisor retention) .
- Committees and attendance: CEO is not listed as a member of Audit, Compensation, or Nominating & Governance committees; all directors met ≥75% attendance in FY2025 board/committee meetings .
- Director compensation: Employee directors (including Weingarten) are not eligible for the Outside Director Compensation Program .
Performance & Track Record
| Measure | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| TSR – value of $100 since IPO (6/30/21) ($) | 105.29 | 35.51 | 63.06 | 56.35 |
| Net income (loss) ($M) | (271.1) | (378.7) | (338.7) | (288.4) |
| ARR ($M) | 278.0 | 521.7 | 724.4 | 920.1 |
| Revenue ($M, per plan metrics) | — | — | — | 821.5 |
Highlights and issues
- Incentive alignment: FY2025 cash incentive funded at 110% and PSU tranche vested at ~93%, reflecting revenue and margin outperformance versus targets despite ARR under‑target .
- Capital formation and control: Dual‑class structure with Class B super‑voting shares; CEO retains 23.08% total voting power (includes irrevocable proxy over co‑founder shares), reinforcing founder‑led governance .
- Market‑cap option award (2021): 100% vest upon sustained $20B market cap/qualifying CoC; high‑beta equity incentive tied to absolute value creation threshold .
Compensation Committee Analysis & Peer Benchmarking
- Independent compensation consultant (Aon) advises committee; annual market review and peer benchmarking applied; heavy use of equity, introduction of PSUs, clawback, and ownership guidelines underscore pay‑for‑performance design .
- FY2025 peers (selected): CrowdStrike, Cloudflare, Datadog, Okta, Tenable, GitLab, Qualys, Dynatrace, Elastic, MongoDB, Samsara, etc.; changes vs FY2024 included removing Palantir/Zscaler and adding GitLab/Qualys/Tenable .
Risk Indicators & Red Flags
- Pledging: 921,153 Class B shares pledged as loan collateral (monitor for margin call risk) .
- Combined Chair/CEO: Concentration of power mitigated by strong Lead Independent Director role and majority‑independent board/committees .
- Security/perquisite optics: Elevated personal security expense; company deems necessary given risk profile .
- CoC acceleration: Double‑trigger with full acceleration; PSUs convert to time‑based at target upon Corporate Transaction before certification (potential deal‑related overhang) .
- Trading/insider activity: Significant FY2025 option exercises and RSU settlements by CEO; Section 16 trading constrained to 10b5‑1 plans under policy .
Investment Implications
- Alignment: High at‑risk equity mix with PSUs tied to ARR/Revenue/Margin and a stringent $20B market‑cap option create strong incentives for durable scale and profitability; CEO ownership/voting control (23.08%) and 6× salary ownership guideline reinforce long‑term alignment .
- Overhang/supply: Quarterly RSU vesting plus notable FY2025 exercises suggest periodic supply; however, 10b5‑1 plan policy and trading windows structure execution; pledging introduces incremental downside risk in stressed markets .
- Retention/CoC: Double‑trigger severance with substantial equity acceleration (CEO CoC total est. $42.16M at 1/31/25) supports leadership continuity but may impact M&A dynamics; outside CoC provides 12 months salary and 6 months equity acceleration for CEO .
- Execution bar: FY2025 incentives paid above target on revenue/margin but below target on ARR; sustaining ARR growth while expanding operating margin is pivotal for future PSU vesting and value creation given TSR volatility since IPO .
Key watch items: ARR growth trajectory vs targets, non‑GAAP margin expansion, insider Form 4 activity/10b5‑1 updates, any changes to pledging status, and progress toward the $20B market‑cap performance option milestone. **[1583708_0001583708-25-000095_s-20250514.htm:46]** **[1583708_0001583708-25-000095_s-20250514.htm:44]** **[1583708_0001583708-25-000095_s-20250514.htm:63]** **[1583708_0001583708-25-000095_s-20250514.htm:50]** **[1583708_0001583708-25-000095_s-20250514.htm:79]** **[1583708_0001583708-25-000095_s-20250514.htm:56]**