SAILPOINT INC (SAIL)
Sector: Information Technology
2026 Annual Meeting Analysis
SAILPOINT INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Mr. Bock has served since 2011 (via predecessor STHI) and brings deep financial expertise as a former CFO and President of Silicon Labs; SailPoint only went public in February 2025 so no meaningful public-company TSR track record exists to trigger the underperformance test, and all attendance requirements are met.
Mr. May joined in August 2022 and is a Thoma Bravo Principal with relevant software investment experience; as a Thoma Bravo designee he joined while the company was private, the public TSR track record is less than 24 months old, and no disqualifying flags apply.
Mr. McClain is the co-founder and CEO with deep identity-security domain expertise; as an executive director he is subject to the TSR trigger, but SailPoint has been public for less than 24 months (IPO February 2025), exempting him from that test, and no other disqualifying conditions are met.
All three Class I nominees — William Bock, Sacha May, and Mark McClain — receive a FOR vote. SailPoint completed its IPO in February 2025, giving the company a public trading history of less than 24 months, which exempts all directors from the TSR underperformance trigger. No overboarding, attendance, independence, familial, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Mark McClain
Total Comp
$1,127,925
Prior Support
N/A
This is SailPoint's first-ever say-on-pay vote following its February 2025 IPO, so there is no prior shareholder vote to evaluate. The CEO's reported total compensation of $80.1 million is dominated by a single large stock award ($78.8 million) granted at IPO in connection with the company becoming public — a one-time event that inflates the reported figure significantly; on a cash-and-ongoing basis, his salary ($607,500) and bonus ($633,565) are modest for a $7.9 billion technology company CEO. The equity awards vest purely on time (over two years) rather than on performance outcomes, which is a structural weakness, but the annual cash bonus is tied to clear, measurable financial targets — ARR (75% weight) and adjusted operating income (25% weight) with a hard gate — and the company achieved strong operating results with 28% ARR growth and surpassing $1 billion in revenue, supporting a FOR vote on balance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
2 yrs
Audit Fees
$3,845,000
Non-Audit Fees
$150,000
Ernst & Young has served as auditor only since 2024 (approximately two years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $150,000) represent just 3.9% of audit fees of $3,845,000, far below the 50% threshold. EY is a Big 4 firm appropriate for a $7.9 billion market-cap company, and no material restatements are disclosed.
Actual Vote Results
Meeting held June 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Mark McClain | 97.1% | 510.0M | 15.1M | ✓ Elected |
| Sacha May | 97.0% | 509.3M | 15.9M | ✓ Elected |
| William Bock | 96.6% | 507.5M | 17.7M | ✓ Elected |
Say on Pay
For 512.0M · Against 13.2M · Abstain 20,435
Auditor Ratification
For 548.7M · Against 146,640 · Abstain 22,987
Other Proposals
Proposal 4
Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Overall Assessment
SailPoint's 2026 annual meeting ballot is straightforward, consisting of director elections, auditor ratification, and the company's inaugural say-on-pay vote following its February 2025 IPO. All proposals receive a FOR vote: the director nominees are exempt from the TSR trigger given the sub-24-month public history, Ernst & Young passes all auditor quality screens with only two years of tenure and minimal non-audit fees, and the executive pay program — while featuring a large one-time IPO equity grant — is supported by modest ongoing cash pay levels and a well-structured annual bonus tied to measurable growth targets.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing