| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Appointment of Co-Chief Executive
Officers
On June 1, 2024, the Board of Directors (the “Board”) of Sprinklr, Inc. (the “Company”) appointed
Trac Pham, the Company’s Interim Chief Operating Officer, as the Company’s Co-Chief Executive Officer and co-principal executive officer, effective
June 5, 2024. Mr. Pham will serve as Co-Chief Executive Officer and co-principal executive officer with Ragy Thomas, the Company’s Founder and Chairman of
the Board and current Chief Executive Officer and principal executive officer. Mr. Pham will remain a member of the Board and is standing for reelection at the Company’s 2024 annual meeting of stockholders. In connection with
Mr. Pham’s appointment as Co-Chief Executive Officer, the Company has terminated its search for a President and Chief Operating Officer.
The biography for Mr. Pham is contained in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on
May 3, 2024. There is no arrangement or understanding between Mr. Pham and any other person pursuant to which he was selected as the Company’s Co-Chief Executive Officer, and there is no family
relationship between Mr. Pham and any of the Company’s other executive officers or directors. Other than with respect to the compensation matters described below, there are no transactions between Mr. Pham and the Company that would
be required to be reported under Item 404(a) of Regulation S-K.
Co-Chief Executive Officer Compensation
In connection with Mr. Pham’s appointment as Co-Chief Executive Officer, pursuant to the terms of an offer letter (the “Offer Letter”), dated June 3, 2024, between Mr. Pham and the Company, Mr. Pham will receive an annual base
salary of $500,000 and an annual discretionary bonus with a target amount equal to 100% of his annual base salary. Mr. Pham will also be granted a restricted stock unit award under the Company’s 2021 Equity Incentive Plan, with an
aggregate grant date fair value of $15,000,000 (the “RSU Award”), based on the 20-trading-day average share price as determined on the 10th of the month
following the month of his start date. The RSU Award will vest over three years, with one-third of the total shares subject to the award vesting on September 15, 2025, and the remainder will
vest in eight substantially similar equal installments on each subsequent December 15, March 15, June 15 and September 15, in each case subject to Mr. Pham’s continued service with the Company through such vesting date.
Mr. Pham will not be eligible to receive additional compensation for his service as a member of the Board pursuant to the Company’s non-employee director compensation policy.
In connection with Mr. Thomas’s appointment as Co-Chief Executive Officer, Mr. Thomas will receive an
annual base salary of $500,000 and an annual discretionary bonus with a target amount equal to 100% of his annual base salary. Mr. Thomas will not be eligible to receive additional compensation for his service as a member of the Board pursuant
to the Company’s non-employee director compensation policy.
Messrs. Pham and Thomas are each eligible to
participate in the employee benefit plans generally available to the Company’s employees and are subject to customary confidentiality covenants. Each of Messrs. Pham and Thomas is also entitled to certain severance benefits under the
Company’s Executive Severance and Change in Control Plan, as amended from time to time (the “Severance Plan”), subject to specific requirements, including signing and not revoking a separation agreement and release of claims.
In the event that the executive 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, he will be entitled to (a) cash severance equal to continued base salary payments for twelve 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 twelve months. In the event that the executive 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, the executive will be entitled to (a) cash severance equal to continued base salary payments for 18 months, (b) a lump sum payment equal to 150% 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 18 months.