Business Context and Reporting Period
This Form 8-K Current Report from Sprinklr, Inc. (CXM) covers the event date of June 1, 2024. The filing announces a significant change in executive leadership structure, specifically the appointment of Co-Chief Executive Officers effective June 5, 2024.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Leadership Restructuring: The Board appointed Trac Pham, previously Interim Chief Operating Officer, as Co-Chief Executive Officer alongside Founder and Chairman Ragy Thomas.
- Search Termination: The Company terminated its search for a President and Chief Operating Officer following Mr. Pham's appointment.
- Role Transition: Mr. Pham's consulting agreement as Interim COO was terminated effective June 4, 2024, concurrent with his new executive role.
Compensation, Outlook, and Risks
Executive Compensation
Both Co-CEOs (Mr. Pham and Mr. Thomas) will receive identical compensation packages:
- Base Salary: $500,000 annually.
- Discretionary Bonus: Target amount equal to 100% of base salary ($500,000).
- Equity Award (Mr. Pham only): A Restricted Stock Unit (RSU) award with a grant date fair value of $15,000,000. Vesting occurs over three years: one-third on September 15, 2025, and the remainder in eight equal installments thereafter.
- Board Compensation: Neither executive will receive additional compensation for Board service.
Severance and Change in Control
Both executives are covered under the Executive Severance and Change in Control Plan:
- Termination Outside Change in Control: 12 months of base salary, pro rata target bonus, and 12 months of COBRA premiums.
- Termination During Change in Control: 18 months of base salary, 150% of target bonus, acceleration of all unvested equity, and 18 months of COBRA premiums.
Outlook and Risks
The filing does not contain forward-looking guidance, management commentary on business performance, or specific risk factors beyond standard severance contingencies. The full Offer Letter is expected to be filed in the Form 10-Q for the quarter ending July 31, 2024.
Investor Verification Checklist
- Verify the impact of the dual-CEO structure on strategic decision-making and operational execution.
- Confirm the vesting schedule and fair value assumptions for the $15 million RSU grant to Mr. Pham in the upcoming 10-Q.
- Review the upcoming 10-Q for the complete text of the Offer Letter and any additional terms not summarized here.
- Monitor future filings for any changes to the executive search status or further leadership adjustments.