Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Appointment of Director
On January 13, 2022, the Board of Directors (the “Board”) of Sprinklr, Inc. (the
“Company”) increased the size of the Board from eight to nine directors and,
following the recommendation of the Company’s Nominating and Corporate
Governance Committee, appointed Eileen Schloss to serve as a member of the
Board, effective January 13, 2022. Ms. Schloss is a Class III director whose
term will expire at the Company’s 2024 Annual Meeting of Stockholders. The Board
has determined that Ms. Schloss is “independent” pursuant to the rules of The
New York Stock Exchange (“NYSE”) and other governing laws and applicable
regulations. As of the date of this filing, Ms. Schloss has not been appointed
to a committee of the Board.
Ms. Schloss, age 68, has served as a Human Capital Operations Advisor to Advent
International Corporation since December 2019. Prior to joining Advent,
Ms. Schloss was the Executive Vice President, Human Resources and Real Estate
for Medidata Solutions, Inc. from 2012 to March 2017. Ms. Schloss previously
served as Executive Vice President, Human Resources for Rovi Corporation from
2007 to 2012, and as Vice President, Administration for Caspian Networks, Inc.
from 2002 to 2006. Ms. Schloss currently serves on the boards of directors of
Alteryx, Inc., where she is chair of the nominating and corporate governance
committee and a member of the compensation committee, and CCC Intelligent
Solutions, Inc., where she is chair of the compensation committee. Ms. Schloss
holds a B.S. in Organizational Behavior from the University of San Francisco and
an M.S. in Technology Management from Pepperdine University.
There is no arrangement or understanding between Ms. Schloss and any other
person pursuant to which she was selected as a director, and there is no family
relationship between Ms. Schloss and any of the Company’s other directors or
executive officers. There are no transactions between Ms. Schloss and the
Company that would be required to be reported under Item 404(a) of
As a non-employee director of the Company, Ms. Schloss is eligible to
participate in the Company’s compensation arrangements for non-employee
directors, which are described in more detail in the
Company’s Non-Employee Director Compensation Policy, filed as Exhibit 10.19 to
the Company’s Registration Statement on Form S-1 (File No. 333-256657), filed
with the Securities and Exchange Commission (“SEC”) on May 28, 2021 (the
“Registration Statement”). Under the terms of those arrangements, Ms. Schloss
will receive or will be eligible to receive (i) an initial equity award of
restricted stock units (“RSUs”) under the Company’s 2021 Equity Incentive Plan
(the “Plan”), valued at $235,000, and (ii) on the date of each annual
stockholder meeting, an annual equity award of RSUs, valued at $235,000, for her
service as a member of the Board, in each case based on the closing price of the
Company’s Class A common stock on NYSE as of the respective grant date. Each
initial or annual award will vest in full on the first anniversary of the
respective grant, subject to Ms. Schloss’s continued service with the Company
through such vesting date.
In connection with Ms. Schloss’s election to the Board, the Company and
Ms. Schloss entered into the Company’s standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.9 to the Registration
Statement (the “Indemnification Agreement”). The Indemnification Agreement
requires the Company to indemnify Ms. Schloss, to the fullest extent permitted
by Delaware law, for certain liabilities to which she may become subject as a
result of her affiliation with the Company.
Executive Officer Changes
On January 13, 2022, the Company announced that Manish Sarin has been appointed
to serve as the Company’s Chief Financial Officer, principal financial officer
and principal accounting officer, effective as of January 24, 2022. Mr. Sarin
will succeed Christopher Lynch, who has made the decision to step down from the
Chief Financial Officer position, effective as of January 24, 2022, to pursue
other opportunities. To assist in the transition to Mr. Sarin, Mr. Lynch will
remain with the Company in an advisory role through July 31, 2022, and then in a
consulting role through January 31, 2023.
Prior to joining Sprinklr, Mr. Sarin served as the Chief Financial Officer of
Exabeam, Inc. from October 2018 to November2021. Prior to that, Mr. Sarin served
as an Executive Vice President of Finance at Proofpoint, Inc. from October 2012
to September 2018. Earlier in his career, Mr. Sarin advised technology companies
on corporate finance matters while serving at Merrill Lynch and J.P. Morgan.
Mr. Sarin holds a degree in Computer Science from the Indian Institute of
Technology (Banaras Hindu University) and an M.B.A. from Columbia Business
In connection with Mr. Sarin’s employment, pursuant to the terms of an offer
letter (the “Offer Letter”), dated January 12, 2021, between Mr. Sarin and the
Company, Mr. Sarin will receive an initial annual base salary of $440,000 and an
annual discretionary bonus with a target amount equal to 90% of his annual base
salary. Mr. Sarin will also be granted an initial equity award of RSUs under the
Plan with an aggregate grant date value of $4,000,000 (the “Initial RSU Award”),
based on the trading-day average share price on NYSE for the 30-trading-day
period ending on February 10, 2022. The Initial RSU Award will vest over four
years with one-fourth of the total shares subject to the award vesting on
March 15, 2023, and thereafter, an additional one-sixteenth of the total shares
subject to the award will vest on each subsequent June 15, September 15,
December 15 and March 15(each a “Quarterly Date”), in each case subject to
Mr. Sarin’s continued service with the Company through such vesting date.
Mr. Sarin will also be granted RSUs under the Plan with an aggregate grant date
value of $2,000,000 (the “Refresh RSU Award”), based on the trading-day average
share price on NYSE for the 30-trading-day period ending on March 10, 2022. The
Refresh RSU Award will vest over four years, with one-sixteenth of the total
shares subject to the award vesting on each Quarterly Date following the grant
date, in each case subject to Mr. Sarin’s continued service with the Company
through such vesting date.
Pursuant to the Offer Letter, Mr. Sarin is eligible to participate in the
employee benefit plans generally available to the Company’s employees and is
subject to customary confidentiality covenants. Mr. Sarin is also entitled to
certain severance benefits under the Company’s Severance and Change in Control
Plan (the “Severance Plan”), subject to specific requirements, including signing
and not revoking a separation agreement and release of claims. In the event
Mr. Sarin is terminated by the Company outside of the period beginning three
months prior to and ending twelve months after a “change in control” (as defined
in the Severance Plan) (such period, the “change in control period”), other than
for cause (as generally defined in the Severance Plan), death or disability,
Mr. Sarin will be entitled to (a) cash severance equal to continued base salary
payments for nine months, (b) a lump sum pro rata payment of his target annual
bonus for the year of termination and (c) payment of COBRA premiums for up to
nine months. In the event Mr. Sarin is terminated during a change in control
period either by the Company other than for cause, death or disability or by the
executive officer due to a constructive termination, Mr. Sarin will be entitled
to (a) cash severance equal to continued base salary payments for 12 months,
(b) a lump sum payment equal to 100% of his target annual bonus for the year of
termination, (c) acceleration of all of his unvested and outstanding equity
awards and (d) payment of COBRA premiums for up to 12 months.
There is no arrangement or understanding between Mr. Sarin and any other person
pursuant to which he was selected as the Company’s Chief Financial Officer, and
there is no family relationship between Mr. Sarin and any of the Company’s other
executive officers or directors. Other than with respect to the Offer Letter,
there are no transactions between Mr. Sarin and the Company that would be
required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Sarin’s appointment as Chief Financial Officer, the
Company and Mr. Sarin will enter into the Indemnification Agreement, which
requires the Company to indemnify Mr. Sarin, to the fullest extent permitted by
Delaware law, for certain liabilities to which he may become subject as a result
of his affiliation with the Company.
Furthermore, on January 12, 2022, Vivek Kundra, the Company’s Chief Operating
Officer, notified the Company of his resignation from such position with the
Company, effective February 12, 2022.
The foregoing description of the Offer Letter does not purport to be complete
and is subject to, and qualified in its entirety by, the complete text of the
Offer Letter, a copy of which the Company expects to file with its Annual Report
on Form 10-K for the fiscal year ending January 31, 2022, and upon filing will
be incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 13, 2022, the Company issued a press release announcing the director
and executive changes described above, as well as reaffirming the Company’s
financial guidance for its fiscal fourth quarter and full fiscal year ending
January 31, 2022 provided on December 9, 2021. A copy of the press release is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
This information is being furnished pursuant to Item 7.01, “Regulation FD
Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits 99.1 Press release, dated January 13, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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