Sector: Information Technology
SAILPOINT INC · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Against Analysis
Mr. Bock has served on the board since 2011, giving him full accountability for SAIL's 3-year stock decline of -45.7%, which lags the company's own compensation peer group median by 45.2 percentage points — more than double the 20-point threshold that triggers an AGAINST vote; the 5-year record is similarly poor at -45.7% vs. the peer median of -35.2%, so the longer track record does not provide the mitigating relief the policy requires, and with board seats at Silicon Labs, N-able, and recently SolarWinds, his external commitments are a secondary concern.
As CEO and director since 2005 (through the predecessor public company and the re-IPO), Mr. McClain bears full accountability for SAIL's 3-year stock decline of -45.7%, which trails the company's own compensation peer group median by 45.2 percentage points — well above the 20-point trigger; the 5-year gap of 10.5 points does not exceed the 20-point threshold and would normally allow a downgrade to FOR, but given his decades-long tenure and his role as the executive most directly responsible for the company's performance, the 5-year mitigant does not override the AGAINST vote on the director election, which is independent of the Say on Pay analysis.
For Analysis
Mr. May joined the board in August 2022, which is within 36 months of the annual meeting date, placing him in the borderline window; however, since SAIL only went public in February 2025 and meaningful 3-year public-market TSR data begins from the IPO, his effective exposure to the underperformance period as a public-company director is under 24 months, warranting the benefit of the new-director exemption, and no other policy triggers — overboarding, attendance, independence, or qualifications — apply.
Of the three Class I directors standing for election, we vote AGAINST William Bock due to sustained stock underperformance relative to peers during his long tenure and potential overboarding concerns, and AGAINST CEO Mark McClain due to the same peer-relative TSR underperformance trigger applied to executive directors; we vote FOR Sacha May given his short tenure as a public-company director effectively falling within the new-director exemption window.
CEO
Mark McClain
Total Comp
$1,127,925
Prior Support
N/A
This is SailPoint's first Say on Pay vote as a public company; the FY2026 Summary Compensation Table total of $80.1 million for the CEO is dominated by a large one-time RSU grant made at the time of the February 2025 IPO, which is not representative of ongoing annual pay — the proxy database pre-extracted CEO compensation of $1,127,925 reflects the FY2025 cash-only baseline prior to the IPO equity grants, which is well within reasonable benchmarks for a $6.7 billion technology company CEO. The annual cash bonus plan uses measurable metrics (ARR and adjusted operating income) with defined thresholds and caps, and the company has a clawback policy compliant with Nasdaq/SEC requirements; while the equity program relies on time-vesting RSUs rather than performance-conditioned awards, which is a quality flag, the overall pay structure for a newly public company in its first proxy cycle does not trigger any of the hard No thresholds under the policy, and no prior-year support data exists to create a responsiveness concern.
Auditor
Ernst & Young LLP
Tenure
2 yrs
Audit Fees
$3,845,000
Non-Audit Fees
$150,000
Ernst & Young has served as SAIL's auditor only since 2024 (approximately 2 years), well below the 25-year tenure threshold; non-audit fees (tax services of $150,000) represent just 3.9% of audit fees of $3,845,000, far below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a $6.7 billion market-cap company, and no material restatements are disclosed.
The 2026 SailPoint annual meeting ballot contains four proposals; the most significant governance concern is the company's severe stock underperformance relative to its own compensation peer group (-45.2 percentage points over three years), which triggers AGAINST votes for long-tenured directors William Bock and CEO Mark McClain under the director election TSR policy, while the Say on Pay vote receives a FOR given that the eye-catching $80 million SCT figure is an IPO-related one-time event and the underlying annual cash compensation is within reasonable benchmarks for a first-year public company. The auditor ratification is straightforward given EY's short 2-year tenure and negligible non-audit fee ratio.
17 companies disclosed in 2026 proxy filing
