| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 2, 2025, the board of directors (the “Board”) of Sprinklr, Inc. (the “Company”) appointed Anthony Coletta to serve as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective as of October 7, 2025 (the “Effective Date”). Mr. Coletta will succeed Rory Read, who has served as the Company’s interim Chief Financial Officer, principal financial officer and principal accounting officer since the departure of Manish Sarin on September 19, 2025, as previously disclosed, and will continue to serve as the Company’s President and Chief Executive Officer and principal executive officer.
Mr. Coletta, age 50, most recently served as Chief Investor Relations Officer at SAP SE (“SAP”) from October 2021 to June 2024, where he was responsible for leading the financial markets communication for the group. From July 2006 to October 2021, Mr. Coletta served in numerous other roles at SAP, including as Chief Financial Officer of SAP North America, Chief Financial Officer of SAP Latin America & Caribbean, Chief Financial Officer of Market Units, and Chief Controlling Officer of Global Sales, Global Customer Operations. Prior to his SAP career, Mr. Coletta held various leadership positions in finance and strategy at Siemens and ThyssenKrupp. Mr. Coletta has extensive international professional experience, including in Europe, Latin America and the U.S. Mr. Coletta holds a master’s degree in Economics & Applied Languages from Paris I Sorbonne University.
In connection with Mr. Coletta’s appointment as Chief Financial Officer, Mr. Coletta and the Company entered into an employment agreement (the “Employment Agreement”), dated October 6, 2025, pursuant to which Mr. Coletta will receive an initial annual base salary of $460,000 and be eligible for an annual cash bonus with a target amount equal to 90% of his annual base salary. In addition, Mr. Coletta will be granted an equity award under the Company’s 2021 Equity Incentive Plan, valued at $5,000,000, which will be comprised of 75% time-based restricted stock units (“RSUs” and such award, the “New Hire RSU Award”) and 25% performance-based restricted stock units (“PSUs” and such award, the “New Hire PSU Award”). The New Hire RSU Award requires Mr. Coletta’s continued performance of services through the applicable vesting date, and the New Hire PSU Award requires Mr. Coletta’s continued performance of services through December 15, 2028 and achievement of specified performance metrics, as set forth below:
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(i) |
The RSUs subject to the New Hire RSU Award will vest over four years, with one-quarter of the total shares subject to the award vesting on December 15, 2026, and the remainder vesting in twelve substantially similar equal installments on each subsequent March 15, June 15, September 15 and December 15 thereafter, in each case, subject to Mr. Coletta’s continued service with the Company through such vesting date; and |
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(ii) |
75% of the PSUs subject to the New Hire PSU Award will be eligible to vest, subject to the satisfaction of the continuous service requirement noted below, based on the Company’s relative total stockholder return over the three-year performance period compared to a Board-approved peer group, and the remaining 25% of the PSUs will be eligible to vest, subject to the satisfaction of the continuous service requirement noted below, based on attainment of certain revenue-growth and operating income-related goals measured at the end of the three-year performance period, in each case, subject to Mr. Coletta’s continued service with the Company through December 15, 2028. For each type of PSUs, Mr. Coletta will be eligible to vest in a number of PSUs ranging from 0% to 200% of the target number of PSUs granted, based on attainment of the applicable performance goals during the three-year performance period. |
Mr. Coletta is also entitled to certain severance benefits under the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”), as amended from time to time, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. A copy of the Severance Plan was filed with the Company’s Quarterly Report filed with the Securities and Exchange Commission on September 4, 2024.
Pursuant to the Employment Agreement, Mr. Coletta is eligible to participate in the employee benefit plans generally available to the Company’s employees and is subject to customary confidentiality covenants.
