TNTRQ Tintri Inc (CE)

Item 11. Executive Compensation

Summary Compensation Table

Our named executive officers for the fiscal year ended January 31, 2018, which consist of our Chairman and Chief Executive Officer during fiscal year 2018, our Chief Financial Officer during fiscal year 2018, our Chief Technology Officer, and one former executive officer who was not serving as an executive officer at the end of fiscal 2018, are:

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The following table provides information regarding the compensation of our named executive officers during the fiscal years ended January 31, 2017 and 2018:

Executive Employment Arrangements

Ken Klein Employment Agreement and Release of Claims

In 2013, we entered into an employment agreement with Ken Klein, our former Chairman and Chief Executive Officer. The employment agreement had no specific term and provided for at-will employment. Mr. Klein’s annual base salary for fiscal year 2018 was $600,000, and he was eligible for a target annual discretionary performance bonus equal to 50% of his annual base salary, based on the achievement of performance objectives determined by our Board of Directors after consultation with Mr. Klein and payable annually.

Under Mr. Klein’s employment agreement, if, on or within the twelve month period following a “change of control” (as defined in Mr. Klein’s employment agreement) (for the purposes of this section “—Ken Klein Employment Agreement,” the “change of control period”), we terminated Mr. Klein’s employment other than for “cause,” or Mr. Klein terminated his employment due to his death or “disability,” or Mr. Klein resigned for “good reason” (such terms are defined in Mr. Klein’s employment agreement), then Mr. Klein would be eligible to receive the following severance benefits (less applicable tax withholdings): (i) a lump sum cash amount equal to two times his then-current annual base salary and target performance bonus opportunity (but if greater, then his highest annual base salary and target performance bonus opportunity in effect during the twelve month period prior to his termination); (ii) all of his then outstanding and unvested equity awards would become fully vested and exercisable, as applicable, and any applicable performance goals would be deemed achieved at 100% of target levels; and (iii) payment of continued health coverage for him and his dependents under COBRA for up to twelve months following his termination date.

If, at any time outside of the change of control period, we terminated Mr. Klein’s employment other than for cause, or Mr. Klein terminated his employment due to his death or disability, or Mr. Klein resigned for good reason, then Mr. Klein would be eligible to receive the following severance benefits (less applicable tax withholdings): (i) continuation of his then-current annual base salary for twelve months following his termination date (but if greater, then his highest annual base salary in effect during the twelve month period prior to his termination); (ii) all of his then outstanding equity awards would become vested and exercisable (as applicable) to the same extent they otherwise would have become vested and

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exercisable had he remained employed with us for a period following his termination date equal to six months (and in the case of outstanding performance-based equity awards, applicable performance vesting criteria would be deemed achieved for such six month period at target levels); and (iii) payment of continued health coverage for him and his dependents under COBRA for up to twelve months following his termination date.

To receive any applicable severance benefits upon a qualifying termination, Mr. Klein would have been required to sign and not revoke a release of claims in our favor within the timeframe set forth in his employment agreement.

If any severance or other benefits provided for in Mr. Klein’s employment agreement or otherwise payable to him constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, Mr. Klein would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to Mr. Klein. Mr. Klein’s employment agreement did not require us to provide any tax gross-up payments to him.

On March 20, 2018, Mr. Klein resigned as the Chief Executive Officer and member of our Board of Directors, each effective as of April 2, 2018. In connection with his resignation, we entered into a Release of Claims agreement with Mr. Klein, in which it agreed to grant Mr. Klein restricted stock units (“RSUs”) covering a number of shares of our common stock equal to (a) $600,000 divided by (b) the average closing trading price of a share of common stock for the 10 trading days ending on (and including) the trading day prior to the grant date and which vested and settled in full on April 2, 2018, the date of the effectiveness of Mr. Klein’s supplemental release in favor of the Company. We also agreed to provide Mr. Klein with reimbursement for up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents. On April 2, 2018, the date of the effectiveness of the supplemental release, each of his then-outstanding equity awards vested and, to the extent applicable, became exercisable, in an additional number of Shares equal to that portion of such equity award that otherwise would have vested had Mr. Klein remained in service with the Company for an additional six months following his separation effective date. The foregoing description of the transition agreement and release between Mr. Klein and the Company does not purport to be complete and is qualified in its entirety by reference to the agreement, which was filed as an exhibit to our Annual Report on Form 10-K for the year ended January 31, 2018.

Ian Halifax Offer Letter

In 2013, we entered into an offer letter with Ian Halifax, our former Chief Financial Officer, and amended the offer letter in August and September of 2016. The offer letter had no specific term and provided for at will employment. Mr. Halifax’s annual base salary for fiscal year 2018 was $385,000, and he was eligible for a target annual performance bonus equal to 50% of his annual base salary, based on the achievement of performance objectives determined by us in our sole discretion.

Under Mr. Halifax’s amended offer letter, if we terminated Mr. Halifax’s employment other than for “cause”, death or “disability” or Mr. Halifax resigned for “good reason” during the period from three months prior to until 12 months following a “change of control” (such terms as defined in Mr. Halifax’s amended offer letter) (such period, the “change of control period”), Mr. Halifax would be eligible to receive the following severance benefits (less applicable tax withholdings): (i) all of his then outstanding and unvested equity awards would become fully vested and exercisable (and any applicable performance goals would be deemed achieved at 100% of target levels); (ii) continuation of his then-current annual base salary for 12 months following the termination date and payment of an amount equal to his then-current annual performance bonus, paid in equal installments over the 12 month period following his termination date; and (iii) reimbursement of continued health coverage for him and his dependents for a period of up to 12 months following his termination date, or taxable monthly payments in lieu of reimbursement, as applicable.

If we terminated Mr. Halifax’s employment other than for cause, or Mr. Halifax resigned for good reason at any time other than during the change of control period, the stock option to purchase shares of company common stock that was granted to Mr. Halifax on December 2, 2013 under our 2008 Stock Plan would become vested to the same extent it otherwise would have become vested had Mr. Halifax remained employed with us for a period following his termination date equal to the greater of six months or 12 months less the number of Mr. Halifax’s full months of continuous employment with us.

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If we terminated Mr. Halifax’s employment other than for cause, or Mr. Halifax resigned for good reason because of a material reduction of his base salary or annual performance bonus at any time prior to the earlier of the closing of our initial public offering or the commencement of the change of control period, Mr. Halifax would be eligible to receive the following severance benefits: (i) continuing payments of an aggregate amount equal to the sum of: (A) 100% of his annual base salary and 100% of his target annual performance bonus, each as in effect immediately prior to his employment termination, plus (B) $500,000, paid in equal installments over the 12 month period following his termination date and (ii) reimbursement of continued health coverage for him and his dependents for a period of up to 12 months following his termination date, or taxable monthly payments in lieu of reimbursement, as applicable.

If we terminated Mr. Halifax’s employment other than for cause at any time on or after the earlier of the closing of our initial public offering or the commencement of the change of control period, and other than during the change of control period, or Mr. Halifax resigned for good reason at any time other than during the change of control period (except if Mr. Halifax resigned for good reason because of a material reduction in his annual base salary or target annual performance bonus prior to the earlier of the closing of our initial public offering or the commencement of the change of control period), Mr. Halifax would be eligible to receive the following severance benefits: (i) continuing payments of an aggregate amount equal to the sum of: one-half of his annual base salary and one-half of his target annual performance bonus, each as in effect immediately prior to his employment termination (or 100% of his annual base salary in the event such termination of employment occurs following our initial public offering), paid in equal installments over the six month period following his termination date (following our initial public offering, then 12 months) and (ii) reimbursement of continued health coverage for him and his dependents for a period of up to six months following his termination date (following our initial public offering, then 12 months), or taxable monthly payments in lieu of reimbursement, as applicable.

In order to receive the severance benefits upon a qualifying termination, Mr. Halifax would have been required to sign and not revoke a separation agreement and a release of claims in our favor within the timeframe set forth in his amended offer letter.

Mr. Halifax resigned as the Chief Financial Officer, effective as of April 30, 2018.

Michael McGuire Offer Letter

In 2015, we entered into an offer letter with Michael McGuire, our former Chief Sales Officer. The offer letter had no specific term and provided for at will employment. Mr. McGuire’s annual base salary for fiscal year 2018 was $350,000, and his annual on-target incentive compensation opportunity was $350,000. Pursuant to the terms of his offer letter, Mr. McGuire received an option to purchase shares of our common stock, the material terms of which are described in the “Outstanding Equity Awards at Fiscal Year-End” table. Mr. McGuire agreed to forfeit his rights to the severance and change of control benefits under his offer letter in exchange for the right to receive severance and change of control benefits under our Executive Change of Control and Severance Policy, as more fully described in “Executive Employment Agreements—Potential Payments upon Termination or Change of Control.”

On August 21, 2017, Michael McGuire resigned as Chief Sales Officer, effective as of September 1, 2017. In connection with his resignation, the Company entered into a Separation Agreement and Release with Mr. McGuire in which it agreed to pay Mr. McGuire a severance payment of $575,000 over the course of six months following his separation, less applicable withholdings. The Company also agreed to provide Mr. McGuire with reimbursement for up to 12 months of COBRA premiums to continue health insurance coverage for him and his eligible dependents. The foregoing description of the Separation Agreement and Release between Mr. McGuire and the Company does not purport to be complete and is qualified in its entirety by reference to the agreement, which was filed as an exhibit to our Annual Report on Form 10-K for the year ended January 31, 2018.

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Potential Payments upon Termination or Change of Control

We adopted an Executive Change of Control and Severance Policy, or the policy, for Messrs. Harty and McGuire and certain other executive officers (other than Mr. Klein and Mr. Halifax) and key employees, or participants. Mr. McGuire is no longer an executive officer of the Company. Under the policy, if we terminate Mr. Harty other than for “cause,” death or “disability” or he resigns for “good reason”, in each case, during the period from three months prior to until twelve months following a “change of control” (for the purposes of this section “—Potential Payments Upon Termination or Change of Control,” the “change of control period”) (such terms are defined in the policy), he will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) a lump sum cash amount equal to twelve months of his then-current annual base salary (or in the case that he resigns for good reason based on a material reduction in base salary and if greater, the annual base salary in effect prior to such reduction) or if greater, at the level in effect immediately before the change of control; (ii) 100% of his then outstanding and unvested equity awards will become fully vested and exercisable, if applicable, and any applicable performance goals will be deemed achieved at 100% of target levels; (iii) a lump sum cash amount equal to 100% of his target annual bonus opportunity in effect for the fiscal year in which the termination occurs; and (iv) payment or reimbursement of continued health coverage for him and his dependents under COBRA for a period of up to twelve months, or a taxable lump sum payment in lieu of such payment or reimbursement, as applicable.

Further, under the policy, if Mr. Harty is terminated other than for cause, death or disability any time other than during the change of control period, he will be eligible to receive the following severance benefits (less applicable tax withholding): (i) continuation of his then-current annual base salary for 12 months following his termination date; and (ii) payment or reimbursement of continued health coverage for him and his dependents for a period of up to 12 months, or a taxable lump sum payment in lieu of such payment or reimbursement, as applicable.

To receive the severance benefits upon a qualifying termination, Mr. Harty must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the policy. If we discover after he receives severance benefits that grounds for terminating him for cause existed, he will not receive any further severance benefits under the policy, and to the extent permitted by law, he will be required to repay to us any severance benefits (or gain from such benefits) he received under the policy.

If any of the payments provided for under the policy or otherwise payable to Mr. Harty would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. The policy does not require us to provide any tax gross-up payments to Mr. Harty or any other participant.

Mr. Klein and Mr. Halifax were not eligible to participate in the policy and are only eligible to receive potential termination or change of control payments pursuant to their employment agreement or offer letter, as applicable, as described in “—Executive Employment Arrangements—Ken Klein Employment Agreement” and in “—Executive Employment Arrangements—Ian Halifax Offer Letter.”

Executive Incentive Compensation Plan

Our Compensation Committee adopted an Executive Incentive Compensation Plan, which we refer to as our Bonus Plan. Our Bonus Plan gives our Compensation Committee, in its discretion, the ability to grant future incentive awards (payable in cash or grants of equity awards) to selected employees, including our named executive officers, based upon the achievement of performance goals established by our Compensation Committee. Pursuant to the Bonus Plan, our Compensation Committee, in its sole discretion, may establish a target award for each participant and a bonus pool, with actual awards payable from such bonus pool, with respect to the applicable performance period. Under the Bonus Plan, our Compensation Committee, in its sole discretion, determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not

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limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by our Compensation Committee, performance goals that include our financial results may be determined in accordance with GAAP or non-GAAP financial measures and any actual results may be adjusted by our Compensation Committee for one-time items or unbudgeted or unexpected items and/or payments under the Bonus Plan when determining whether the performance goals have been met. The goals may be on the basis of any factors our Compensation Committee determines relevant, and may be on an individual, divisional, business unit, or company-wide basis. The performance goals may differ from participant to participant and from award to award.

Our Compensation Committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award or the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at, or above a participant’s target award, in our Compensation Committee’s discretion. Our Compensation Committee may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers.

Actual awards will generally be paid in cash (or its equivalent) in a single lump sum as soon as practicable after the end of the performance period during which they are earned and after they are approved by our Compensation Committee, but in no event later than the later of March 15th of the following calendar year or the 15th day of the third month of the following fiscal year. Unless otherwise determined by our Compensation Committee, to earn an actual award, a participant must be employed by us (or an affiliate of ours) through the date the award is paid.

Our Board of Directors or our Compensation Committee, in their sole discretion, may alter, suspend, or terminate the Bonus Plan, provided such action does not, without the consent of the participant, alter or impair the rights or obligations under any award already earned by such participant.

Tintri, Inc. Inducement Plan

Our Board of Directors adopted the Tintri, Inc. Inducement Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, initially reserved 1,270,000 shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. The number of shares of our common stock reserved for issuance under the Inducement Plan was subsequently increased to a new total of 1,700,000.

The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares, performance stock units, and performance awards, and its terms are substantially similar to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ inducement award exception or to comply with the NASDAQ acquisition and merger exception. However, the 2017 Equity Plan permits certain exchange programs (including repricings) without stockholder approval, while the Inducement Plan requires stockholder approval for such exchange programs.

In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules, in connection with a merger or acquisition.

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Director Compensation

We do not currently have a formal compensation policy for our directors. During fiscal 2017 and 2018, our directors did not receive any cash compensation for their services as directors or as board committee members. We did not pay or accrue any compensation for Messrs. Grosser, Schaepe or Sonsini for fiscal 2017 and 2018.

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The 2017 Plan provides that all non-employee directors are eligible to receive all types of awards (except for incentive stock options) under the 2017 Plan. In order to provide an annual maximum limit on the awards that can be made to our non-employee directors, our 2017 Plan provides that in any given year a non-employee director will not receive awards having a fair market value as of the date of grant greater than $500,000, increased to $1,000,000 in connection with his or her initial service, as determined under GAAP. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our non-employee directors under our 2017 Plan in the future.

Fiscal 2018 Director Compensation Table

The table below shows the equity and other compensation granted to our non-employee directors during fiscal 2018. Ken Klein, our former Chairman and Chief Executive Officer and a former member our Board of Directors, and Kieran Harty, our Chief Technology Officer and a member of our Board of Directors, were our employees during fiscal 2018, and received no additional compensation for their services as members of our Board of Directors. The compensation received by Mr. Klein and Mr. Harty, as named executive officers, during fiscal 2017 and 2018 is presented in “Executive Compensation—Fiscal 2017 and 2018 Summary Compensation Table.”

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The following table lists all outstanding equity awards held by our non-employee directors as of January 31, 2018. Outstanding equity awards held by Mr. Klein and Mr. Harty as of January 31, 2018 are presented in “Executive Compensation—Fiscal 2018 Outstanding Equity Awards at Year-End.”

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.