SAILPOINT INC (SAIL)

Sector: Information Technology

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2026 Annual Meeting Analysis

SAILPOINT INC · Meeting: June 4, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class I Directors

3 FOR
✓ FOR
William Bock

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.

✓ FOR
Sacha May

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.

✓ FOR
Mark McClain

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

✓ FOR

CEO

Mark McClain

Total Comp

$1,127,925

Prior Support

N/A

large ipo equity grant inflates reported totaltime vesting only equity

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

✓ FOR

Auditor

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

View 8-K ↗

Director Elections

Nominee% FORVotes ForWithheld / AgainstResult
Mark McClain
97.1%
510.0M15.1M✓ Elected
Sacha May
97.0%
509.3M15.9M✓ Elected
William Bock
96.6%
507.5M17.7M✓ Elected

Say on Pay

97.5%

For 512.0M · Against 13.2M · Abstain 20,435

✓ Passed

Auditor Ratification

100.0%

For 548.7M · Against 146,640 · Abstain 22,987

✓ Passed

Other Proposals

Proposal 4

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation

100.0%
✓ Passed

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.

Filing date: April 24, 2026·Policy v1.2·high confidence

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