Independent
Tenure on this board
1.1 yrs
Also a director at
Silicon Laboratories Inc (SLAB)N-able Inc (NABL)
3 nominees · 4 ballot items.
Elect three Class I directors; ratify Ernst & Young LLP as independent registered public accounting firm; non-binding advisory vote to approve Named Executive Officer compensation (say-on-pay); non-binding advisory vote to specify the frequency of future say-on-pay votes (one, two, or three years).
Elect three Class I directors—William Bock, Sacha May, and Mark McClain—to hold office until the 2029 Annual Meeting or until their successors are elected and qualified.
Ratify the Audit Committee and Board’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding advisory resolution to approve the compensation of SailPoint’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related disclosures.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosure and implementation of its Named Executive Officer (NEO) compensation for fiscal 2026 as presented in the proxy statement. Management is seeking approval to validate the Compensation and Nominating Committee’s approach — a program combining base salary, performance-based annual cash incentives tied primarily to Annual Recurring Revenue (ARR) and adjusted income from operations, and long-term equity grants (RSUs) that vest over multi-year periods — which is intended to attract, retain and reward executives while aligning pay with long-term stockholder value. The Company is presenting this say-on-pay vote for the first time following its IPO and material compensation restructuring tied to that transaction, making the advisory vote an important gauge of investor support for post-IPO executive pay practices. The Compensation and Nominating Committee has engaged an independent consultant and established performance metrics, payout ranges, and clawback and ownership guidelines to mitigate risk and align incentives, and the Board will consider the outcome of the vote in future compensation decisions. Although non-binding, a FOR vote signals shareholder support for the mix of fixed and at-risk pay, the use of ARR and adjusted income from operations as primary performance metrics, and the magnitude and structure of the RSU awards granted in connection with the IPO. A vote AGAINST or significant negative feedback would likely prompt the Board and the Compensation and Nominating Committee to re-evaluate plan design, target levels, performance measures, and disclosure, particularly given the Company’s controlled-company context and substantial insider holdings that may influence perceived alignment. The Board’s recommendation to vote FOR and its stated rationale emphasize retention, competitiveness and alignment with long-term value creation, but shareholders should weigh the scale of equity awards, the concentration of ownership (notably Thoma Bravo’s control), and the fact that the vote is advisory when assessing governance implications and potential responsiveness to a dissenting outcome. Finally, the proposal’s outcome will inform the Compensation and Nominating Committee’s future decisions, including peer benchmarking and potential adjustments to incentive structures and disclosure practices to address shareholder concerns.
Non-binding advisory vote to choose whether future advisory votes on Named Executive Officer compensation should occur every one, two, or three years (or abstain).
This advisory frequency proposal asks stockholders to select whether the Company should hold future advisory votes on executive compensation every one, two, or three years. The Board endorses an annual (one-year) frequency, arguing that frequent, regular engagement enables shareholders to provide timely feedback on compensation practices, that many governance commentators favor annual votes, and that the Board values stockholder input when making compensation decisions. An annual frequency increases the cadence of shareholder influence and transparency but can impose recurring administrative costs and potential short-termism in executive decision-making if boards overreact to each year’s vote. A two- or three-year frequency reduces administrative burden and allows multi-year incentive plans to be fully executed before being judged, but it reduces the immediacy of shareholder feedback and may delay remedial action if pay practices are poorly received. Given SailPoint’s recent IPO, evolving compensation programs, and significant equity concentration with Thoma Bravo, the choice of frequency has heightened governance significance: an annual cycle gives public holders more frequent opportunity to signal approval or objection to a newly structured pay program while Thoma Bravo remains the controlling stockholder. The vote is non-binding, but the Board and Compensation and Nominating Committee will consider the outcome when setting cadence for say-on-pay; thus, a clear majority for any option will effectively set expectations for future shareholder engagement on pay. Investors should weigh the trade-offs between responsiveness and strategic multi-year planning when deciding, and monitor how the Company’s leadership and Compensation Committee respond to the result in subsequent years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | THOMA BRAVO, L.P. | 85.11% | 479,842,514 | $9.7B |
| 2 | NORGES BANK | 2.06% | 11,600,666 | $235M |
| 3 | Dragoneer Investment Group, LLC | 1.42% | 8,000,000 | $162M |
| 4 | VOYA INVESTMENT MANAGEMENT LLC | 0.94% | 5,315,336 | $108M |
| 5 | VANGUARD GROUP INC | 0.84% | 4,714,118 | $95M |
| 6 | UBS Group AG | 0.69% | 3,912,811 | $79M |
| 7 | GW Investment Management, LLC | 0.57% | 3,218,056 | $65M |
| 8 | Lunate Capital Ltd | 0.53% | 3,000,000 | $61M |
| 9 | ALLIANCEBERNSTEIN L.P. | 0.43% | 2,430,638 | $49M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 0.43% | 2,402,286 | $49M |
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