DEF 14A of SailPoint, Inc.
Filed Apr 24, 2026 · FY20260001193125-26-177300
Proposal No. 1 – Election of Directors
Proposal No. 1 – Election of Directors The Board is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors consist of William Bock, Sacha May, and Mark McClain; Class II directors consist of Seth Boro, James Hagan, and Tracey Newell; and Class III directors consist of Andrew Almeida, Ronald Green, and Nabil Hamade. Class I directors standing for re-election at the Annual Meeting are Messrs. Bock, May, and McClain. Class II directors will stand for re-election at the 2027 Annual Meeting of Stockholders, and Class III directors will stand for re-election at the 2028 Annual Meeting of Stockholders. Each of the nominees for election to Class I is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve for three years and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Each of the nominees has indicated his willingness to serve as a member of the Board, if re-elected. If any of the nominees is unable to serve or will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the Board. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board, or the Board may reduce the size of the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement (which is three). The names of the nominees for election as Class I directors at the Annual Meeting and of the incumbent Class II and Class III directors, and certain information about them, are included below.
Proposal No. 1 – Election of Directors
| Names | Class | Position | Current Term Expiration | Expiration of Term for which Nominated | | Director Nominees | | | | | | William Bock | I | Chairman of the Board | 2026 | 2029 | | Sacha May | I | Director | 2026 | 2029 | | Mark McClain | I | Chief Executive Officer and Director | 2026 | 2029 | | Continuing Directors | | | | | | Andrew Almeida | III | Director | 2028 | — | | Seth Boro | II | Director | 2027 | — | | Ronald Green | III | Director | 2028 | — | | James Hagan | II | Director | 2027 | — | | Nabil Hamade | III | Director | 2028 | — | | Tracey Newell | II | Director | 2027 | — |
Proposal No. 1 – Election of Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 9 |
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors
| William Bock (Chair of the Board) | | | Director Since: 2011 Board Class: I Term Expiration: 2026 Age: 75 Board Committees: ● Audit (Chair) ● Compensation and Nominating | Biography William (Bill) Bock has served on our Board since August 2022 and as Chair since October 2025, and he previously served on the board of directors of SailPoint Technologies Holdings, Inc. (“STHI”) since 2011. Mr. Bock has served on the board of directors of Silicon Laboratories Inc. (NASDAQ: SLAB) (“Silicon Labs”), a provider of silicon, software, and solutions for the IoT, internet infrastructure, industrial, consumer, and automotive markets, since 2011. In addition, Mr. Bock has served as Chairman of the board of directors of N-able, Inc. (NYSE: NABL), an IT enablement company, since July 2021 and was a member of the board of directors of SolarWinds Corporation (NYSE: SWI) (“SolarWinds”), a software company, from October 2018 until its acquisition in April 2026, serving as Chairman of SolarWinds’ board from August 2020 until April 2026. From 2013 to his retirement in 2016, Mr. Bock served as the President of Silicon Labs. Mr. Bock also served Silicon Labs as Senior Vice President of Finance and Administration and Chief Financial Officer from 2006 to 2011. Prior to joining Silicon Labs, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures, a venture capital firm, and previously held senior executive positions with various venture-backed companies. Mr. Bock began his career with Texas Instruments (NASDAQ: TXN), a semiconductor company. Mr. Bock holds a B.S. in Computer Science from Iowa State University and an M.S. in Industrial Administration from Carnegie Mellon University. Director Qualifications The Board believes that Mr. Bock’s extensive financial and industry experience as well as his prior board experience qualify him to serve as a director. |
Nominees for Election as Class I Directors
| Sacha May | | | Director Since: 2022 Board Class: I Term Expiration: 2026 Age: 33 Board Committees: ● Cybersecurity | Biography Sacha May has served on our Board since August 2022. Mr. May is a Principal at Thoma Bravo. He joined Thoma Bravo in August 2021 as a Vice President and became a Principal in January 2026. Mr. May previously was with TA Associates as a Senior Associate from July 2018 to July 2021 where he focused on software investments and worked in investment banking at Moelis & Company from July 2015 to June 2018. Mr. May currently serves on the board of directors of software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Mr. May received his B.S. in Business from NYU Stern School of Business. Director Qualifications The Board believes that Mr. May’s industry experience and overall knowledge of our business qualify him to serve as a director. |
Nominees for Election as Class I Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 10 |
Nominees for Election as Class I Directors
| Mark McClain (Chief Executive Officer) | | | Director Since: 2005 Board Class: I Term Expiration: 2026 Age: 63 | Biography Mark McClain co-founded STHI in December 2005 and has served as our Chief Executive Officer and on our Board since August 2022, and previously served in such capacities at STHI until the Take-Private Transaction (defined below) in August 2022. Mr. McClain has more than 20 years of experience developing and leading innovative technology companies that have operated in the identity management market. In 2000, he founded Waveset Technologies (“Waveset”), a pioneer in the identity management market. Following the acquisition of Waveset by Sun Microsystems (“Sun”) in 2003, Mr. McClain served as Vice President of Software Marketing for Sun. Mr. McClain’s career also includes experience in international sales and marketing with HP (NYSE: HPQ) and IBM Tivoli Systems. Mr. McClain holds a B.A. in Economics from Point Loma Nazarene University and an M.B.A. from the University of California, Los Angeles. Director Qualifications The Board believes that Mr. McClain’s industry expertise and his daily insight into corporate matters as our Chief Executive Officer qualify him to serve as a director. |
Continuing Directors
Continuing Directors
Continuing Directors
| Andrew Almeida | | | Director Since: 2022 Board Class: III Term Expiration: 2028 Age: 38 Board Committees: ● Compensation and Nominating | Biography Andrew Almeida has served on our Board since August 2022. Mr. Almeida is a Partner at Thoma Bravo. Mr. Almeida joined Thoma Bravo in 2012 as an Associate, was promoted to Senior Associate in 2014, to Vice President in 2016, to Principal in 2019, and to Partner in 2022. Mr. Almeida previously worked in investment banking at Bank of America Merrill Lynch. Mr. Almeida currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Mr. Almeida received a B.B.A. in Finance, Investment, and Banking and a B.A. in Economics from The University of Wisconsin—Madison and an M.S. from Vanderbilt University. Director Qualifications The Board believes that Mr. Almeida’s board and industry experience and overall knowledge of our business qualify him to serve as a director. |
Continuing Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 11 |
Continuing Directors
| Seth Boro | | | Director Since: 2022 Board Class: II Term Expiration: 2027 Age: 50 | Biography Seth Boro has served on our Board since August 2022 and previously served on the board of directors of STHI from September 2014 until November 2018. Mr. Boro has served as a Managing Partner at Thoma Bravo since 2013. Mr. Boro joined Thoma Bravo in 2005 and became a Partner in 2010, serving in that capacity until becoming a Managing Partner in 2013. Mr. Boro was previously an associate with the private equity firm Summit Partners and an analyst with Credit Suisse. Mr. Boro currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Mr. Boro also previously served on the board of directors of other cybersecurity companies, including Dynatrace (NYSE: DT) from January 2015 to February 2024 and SolarWinds (NYSE: SWI) from February 2016 to October 2022. Mr. Boro is a graduate of Queen’s University School of Business (Canada), where he received a Bachelor of Commerce degree, and he received an M.B.A. from the Stanford Graduate School of Business. Director Qualifications The Board believes that Mr. Boro’s board and industry experience and overall knowledge of our business qualify him to serve as a director. |
Continuing Directors
| Ronald Green | | | Director Since: 2021 Board Class: III Term Expiration: 2028 Age: 57 Board Committees: ● Audit ● Cybersecurity (Chair) | Biography Ronald Green has served on our Board since August 2022 and previously served on the board of directors of STHI from July 2021 until August 2022. Mr. Green is an experienced security leader who has served as Cybersecurity Fellow at Mastercard Inc. (NYSE: MA) (“Mastercard”), a payment services company, since November 2023. Prior to that, Mr. Green served as Mastercard’s Executive Vice President, Chief Security Officer beginning in January 2014, leading a global team that ensures the safety and security of Mastercard’s network, products, and services, and serving on Mastercard’s Management Committee. Prior to joining Mastercard, Mr. Green served as Deputy CISO at Fidelity Information Services, a fintech software company, from December 2012 to January 2014. Prior to this position, Mr. Green was Director, Investigation, and Protections Operations at BlackBerry Limited (NYSE: BB), a cybersecurity software company, and before that he served as a senior vice president across several areas at Bank of America (NYSE: BAC), a financial services company. He also has extensive experience working with international and federal law enforcement agencies, both as a special agent in the United States Secret Service, where among other things he worked on fraud investigations, and as an officer in the United States Army. Mr. Green currently serves on the board Santander North America and of the Financial Services Sector Coordinating Council, and he previously as a member of the United States Secret Service Cyber Investigations Advisory Board. Mr. Green holds a B.S. in mechanical engineering from the United States Military Academy at West Point, is a graduate of the FBI’s Domestic Security Executive Academy, and holds a graduate certification in Information Assurance from The George Washington University. Director Qualifications The Board believes that Mr. Green’s business and security expertise qualify him to serve as a director. |
Continuing Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 12 |
Continuing Directors
| James Hagan | | | Director Since: 2022 Board Class: II Term Expiration: 2027 Age: 53 Board Committees: ● Audit | Biography James (Jim) Hagan has served on our Board since August 2022. Mr. Hagan has served as an Operating Partner of Thoma Bravo since September 2019. Mr. Hagan previously served as the Chief Financial Officer of MedeAnalytics, Inc. (“MedeAnalytics”), a healthcare analytics company, from September 2016 to October 2020. Prior to MedeAnalytics, Mr. Hagan served in various management roles at Forcepoint LLC (“Forcepoint”), a cybersecurity company, including Chief Operating Officer and Interim Chief Executive Officer, from March 2016 to August 2016. Before joining Forcepoint, Mr. Hagan served in various financial roles at Websense, Inc. (formerly NASDAQ: WBSN), a cybersecurity company, including Chief Financial Officer, from May 2007 to March 2016. Mr. Hagan also served as the Director of Finance of Fair Isaac (NYSE: FICO), an analytics company, and as an associate in both the Industrial and Global Financial Sponsors groups at Lehman Brothers from June 2003 to March 2005. Mr. Hagan currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Mr. Hagan received a B.S. in Management Science from University of California, San Diego and an M.B.A. from UCLA Anderson School of Management. Director Qualifications The Board believes that Mr. Hagan’s industry experience and overall knowledge of our business qualify him to serve as a director. |
Continuing Directors
| Nabil Hamade | | | Director Since: 2025 Board Class: III Term Expiration: 2028 Age: 31 | Biography Nabil Hamade has served on our Board since October 2025. Mr. Hamade is a Vice President at Thoma Bravo. He joined Thoma Bravo in 2019 as an Associate, was promoted to Senior Associate in 2021, and to Vice President in 2023. Mr. Hamade previously worked in investment banking at Morgan Stanley. Mr. Hamade currently serves on the board of directors of several software and technology service companies in which certain private equity funds advised by Thoma Bravo hold an investment. Mr. Hamade received a B.S. in Business Administration from the University of California, Berkeley. Director Qualifications The Board believes that Mr. Hamade’s industry experience and overall knowledge of our business qualify him to serve as a director. |
Continuing Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 13 |
Continuing Directors
| Tracey Newell | | | Director Since: 2019 Board Class: II Term Expiration: 2027 Age: 60 Board Committees: ● Compensation and Nominating (Chair) ● Cybersecurity | Biography Tracey Newell has served on our Board since August 2022 and previously served on the board of directors of STHI from March 2019 until August 2022. Ms. Newell served as President of Global Field Operations at Informatica LLC (“Informatica”), an enterprise cloud data management company, from July 2018 until her retirement in January 2021, during which time she was responsible for worldwide field sales, alliances, channels and sales operations, and customer success. From December 2020 until May 2023, Ms. Newell served on the board of directors of Sumo Logic, Inc. (NASDAQ: SUMO), a SaaS log analytics platform, and she also currently serves on the board of directors of several private technology companies. Ms. Newell previously served as a member of the Informatica board of directors from June 2016 to June 2018, and prior to joining Informatica, Ms. Newell was Executive Vice President of global field operations at Proofpoint, Inc. (“Proofpoint”), an enterprise security software and solutions company, from August 2013 until June 2018. Before Proofpoint, from July 2011 to August 2013, Ms. Newell was Executive Vice President, Global Sales at Poly Inc., formerly Polycom, a communications company. Ms. Newell has also held sales leadership positions at Juniper Networks, a networking products company, and at Cisco WebEx, a collaboration platform company. Ms. Newell holds a B.A. in Business Economics from the University of California, Santa Barbara. Director Qualifications The Board believes that Ms. Newell’s management and extensive industry experience as well as her prior board experience qualify her to serve as a director. |
Continuing Directors
The three nominees who receive the greatest number of “FOR” votes will be elected as Class I directors. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the election of directors. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is given, then “FOR” the election of the nominees named in this Proposal No. 1.
Continuing Directors
| The Board recommends a vote “FOR” the election of each of the director nominees. |
Continuing Directors
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 14 |
Compensation and Nominating Committee
| • | reviewing and making recommendations to our Board with respect to director compensation; |
Elements of Compensation
| • | annual cash incentive awards linked to our overall performance; |
Elements of Compensation
| • | grants of long-term equity-based compensation; and |
Annual Incentive Compensation
Annual Incentive Compensation On an annual basis, our Named Executive Officers are eligible to receive performance-based cash bonuses, which encourage the Named Executive Officers to focus on short-term performance goals that serve as the basis for long-term performance and shareholder value creation and are intended to reward achievement of those goals. The target bonus amounts (“target”) for fiscal year 2026 awards were established by our Compensation and Nominating Committee based on a percentage of each executive’s base salary for fiscal year 2026. Each of our Named Executive Officers participate in our corporate bonus plan. The Compensation and Nominating Committee asked Compensia to compare the target annual incentive potentially payable to our executive officers to the target (and maximum) annual incentive bonus of similarly situated executives within our peer group. The Compensation and Nominating Committee reviewed the target (and maximum) annual incentive bonus of our Named Executive Officers, taking into account Compensia’s comparison, and adjusted their target (and maximum) annual incentive bonuses as they deemed appropriate. For fiscal year 2026, the Compensation and Nominating Committee established a target bonus amount of 100% of base salary for each of Messrs. McClain and Mills, 75% of base salary for Mr. Carolan, and 60% of base salary for Ms. Payne and Mr. Schmitt. For participants in the corporate bonus plan, the Compensation and Nominating Committee established a threshold level of 50% of their target levels and a maximum level of 150% of their target level. Actual payout is calculated by multiplying the participant’s actual base salary by the participant’s bonus target percentage, and then by the performance payout multiple achieved for the year. Where changes to base salary or bonus target percentage are made mid-year, the pre-change base salary is multiplied by the pre-change bonus target percentage, and that is added to the post-change base salary multiplied by the post-change bonus target percentage, the sum of which is multiplied by the applicable performance payout multiple. For fiscal year 2026, ARR determined 75% of the total bonus that could be potentially earned within the corporate bonus plan and adjusted income from operations determined the other 25%; provided, however, that if the adjusted income from operations minimum threshold was not met, no bonus would be paid, regardless of the Company’s ARR attainment. For each measure, the Compensation and Nominating Committee established payout levels of 50%, 100%, and 150% payout based on threshold, target, or maximum achievement of each measure with a sliding scale applied between each payout level. We define adjusted income from operations as income (loss) from operations excluding equity-based compensation expense, payroll taxes related to awards that were accelerated upon the closing of our IPO and payroll taxes related to RSUs, all of which were issued after the closing of the IPO, amortization of acquired intangible assets which includes impairment charges, impairment of intangible assets, acquisition-related expenses (including fair value adjustments to acquisition-contingent consideration), benefit from amortization related to acquired contract acquisition costs, Thoma Bravo monitoring fees (which were annual service fees for consultation and advice related to corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies, and debt and equity financings pursuant to an advisory services agreement that was terminated upon the closing of the IPO), and restructuring expenses. The following table provides the ARR and adjusted income from operations amounts that the Compensation and Nominating Committee established in order to achieve threshold, target, and maximum bonus payout under the fiscal year 2026 corporate bonus plan (amounts in thousands):
Annual Incentive Compensation
| Metric | Threshold | Target | Maximum | | ARR | $1,035.0 | $1,150.0 | $1,265.0 | | Adjusted income from operations | $150.8 | $167.6 | $184.4 |
Annual Incentive Compensation
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 33 |
Annual Incentive Compensation
The following table provides the fiscal year 2026 target multiple, as well as potential payments that could have been made upon the achievement of a threshold, target, or maximum level of performance, calculated as described above, for each of our Named Executive Officers:
Annual Incentive Compensation
| Name | FY2026 Target Award (% of Base Salary) | FY2026 Threshold: 50% of Target Award | FY2026 Target: 100% of Target Award | FY2026 Maximum: 150% of Target Award | | Mark McClain | 100% | $303,781 | $607,562 | $911,342 | | Brian Carolan | 75% | $173,476 | $346,952 | $520,428 | | Matt Mills | 100% | $268,801 | $537,603 | $806,404 | | Chris Schmitt | 60% | $123,781 | $247,562 | $371,342 | | Abby Payne | 60% | $116,281 | $232,562 | $348,842 |
Annual Incentive Compensation
Bonuses for fiscal year 2026 were paid following a year-end review by the Compensation and Nominating Committee of the applicable performance criteria. The actual bonus amounts paid to each Named Executive Officer for fiscal year 2026 were based on a 104% payout, calculated as described above, in accordance with the fiscal year 2026 corporate bonus plan, as reflected in the table below.
Annual Incentive Compensation
| Name | Fiscal Year 2025 Bonus Payout | Fiscal Year 2026 Bonus Plan Payout | | Mark McClain | $548,637 | $633,565 | | Brian Carolan | $289,063 | $361,802 | | Matt Mills | $482,785 | $560,612 | | Chris Schmitt | $223,818 | $258,157 | | Abby Payne | $185,558 | $242,515 |
Long-Term Equity-Based Awards
Long-Term Equity-Based Awards We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity- based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent. In connection with our IPO, we began granting restricted stock units (“RSUs”), for which no purchase price is paid. RSUs granted to executive officers in fiscal year 2026 vest and will be settled in shares of our common stock over a two-year period in substantially equal quarterly installments on pre-determined dates. At the direction of the Compensation and Nominating Committee, Compensia conducts an annual market analysis of peer company executive compensation, which is then supplemented with additional market information specific to each executive officer’s role and responsibilities. In determining equity compensation levels for fiscal year 2026, the Compensation and Nominating Committee considered pay practices of a group of peer companies (i.e., the peer companies identified below) that were selected based on relative annual revenue, market capitalization and industry, among other criteria. In addition to reviewing and analyzing competitive market data, for incumbent officers, the Compensation
Long-Term Equity-Based Awards
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 34 |
Long-Term Equity-Based Awards
and Nominating Committee considered then-current values of partnership units that were issued to our executive officers in 2023 and converted into shares of SailPoint common stock in connection with our initial public offering (with the objective of ensuring that go-forward unvested values are sufficient to retain executives in a highly competitive market), the relationship of annual target compensation among external and internal peers, individual performance over the prior year, and expected impact of each individual over the vesting period of the new grant.
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group The Compensation and Nominating Committee retained Compensia as its independent compensation consultant to review and provide advice and recommendations with respect to the Company’s executive officer compensation program and assist the Compensation and Nominating Committee in determining whether any elements or amounts of the existing compensation program should be modified from time to time. The Compensation and Nominating Committee’s relationship with Compensia and the role that Compensia plays in our compensation-setting process is described further above in the “Board Committee — Compensation and Nominating Committee” section. Consistent with Compensia’s recommendation, the equity awards for our senior officers (including our Named Executive Officers) during fiscal year 2026 consisted of RSUs, based on value rather than number of shares. For the Named Executive Officers, a targeted dollar amount was established, and the number of RSUs to be granted was determined by dividing the aggregate award value by the 30-trading-day average closing stock price from the date of grant. In November 2024, Compensia proposed a peer group for use in the comparisons discussed above for fiscal year 2026. The Compensation and Nominating Committee reviewed and evaluated the proposed peer group in adopting a peer group consisting of the following 17 companies in our industry with comparable revenues and market capitalization:
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group
| Peer Group Used for Determining FY2026 Compensation | | | Aspen Technology | Nutanix | | Cloudflare | Okta | | Confluent | Rubrik | | CyberArk Software | Samsara | | Dynatrace | SentinelOne | | Elastic N.V. | Tenable Holdings | | GitLab | Varonis Systems Inc. | | Klaviyo | Zscaler | | MongoDB | |
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group
In November 2025, the Compensation and Nominating Committee reviewed the peer group used for fiscal year 2026 compensation decisions and made certain changes effective for compensation decisions made in fiscal year 2027. Aspen Technology was removed because it was acquired in 2025, and CyberArk Software was removed due to its pending acquisition by Palo Alto Networks. In addition, Cloudflare was removed as its market cap was outside of Compensia’s recommended market cap range. These companies were replaced with Commvault Systems, Guidewire Software, Procore Technologies, and ServiceTitan.
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 35 |
Setting Executive Compensation for Fiscal Year 2026 and Establishing Our Peer Group
Tax Deductibility of Certain Executive Compensation Section 162(m) of the Internal Revenue Code limits the tax deductibility of annual compensation paid to certain executives (i.e., any individual who is the chief executive officer, chief financial officer, or one of the three most highly compensated executive officers other than the chief executive officer and chief financial officer during any given year) to $1 million. Tax deductibility is only one factor that the Company considers when setting compensation, therefore certain compensation paid to applicable executive officers may not be deductible.
Other Executive Benefits and Perquisites
Executive Change in Control and Severance Plan In 2025, our Board adopted the Executive Change in Control and Severance Plan (the “Severance Plan”) pursuant to which our Named Executive Officers (and others identified by the Compensation and Nominating Committee) are eligible to receive certain severance benefits upon a qualifying termination of employment. Additional information regarding the Severance Plan is set forth below under “Potential Payments upon Termination or Change in Control.” On April 22, 2026, our Executive Officers, including our Named Executive Officers, each executed Participation Agreements, thereby agreeing to the terms of the Severance Plan and restrictive covenants referenced therein, with Mr. McClain designated as a Tier 1 Executive and each of the Executive Officers designated as Tier 2 Executives. Perquisites and Other Benefits We generally do not grant perquisites to our Named Executive Officers, although the Compensation and Nominating Committee reserves the right to grant perquisites in the future if it finds that doing so furthers its compensation goals and objectives.
Compensation-Related Governance Policies
Compensation-Related Governance Policies Stock Ownership Guidelines and Holding Requirements In order to align the long-term interests of our Named Executive Officers and non-employee directors with those of our stockholders, the Compensation and Nominating Committee has adopted stock ownership guidelines pursuant to which covered persons (including our Named Executive Officers) are required to hold an aggregate value of qualifying shares of our common stock equal to five times (5x) annual base salary in the case of Mr. McClain, and two and a half times (2.5x) annual base salary in the case of our other Named Executive Officers. Our guidelines also apply to our non-employee directors who are required to hold an aggregate value of our common stock equal to five times (5x) their annual cash retainer. Common stock owned directly or indirectly is considered for calculation purposes under our guidelines, but unvested RSUs do not count towards ownership requirements. Covered persons may sell shares to satisfy tax withholding obligations with respect to equity awards generally without violating our guidelines. Covered persons are allowed five years to achieve their respective ownership requirements and are not prohibited from selling shares that would cause them to fall below their applicable threshold until that period has lapsed. Each of our Named Executive Officers is still within the five-year transition period. Non-compliance with the guidelines after the five-year transition period may result in a covered person being required to hold 100% of after-tax vested shares from equity awards granted to such covered person until such covered person has achieved compliance with the guidelines. Insider Trading Policy; Prohibitions Against Hedging and Pledging In addition to addressing other customary topics, our Insider Trading Policy prohibits company employees, officers, and directors from engaging in certain transactions, including transactions in Company or subsidiary debt securities, short sales of company securities, publicly-traded options, any hedging transactions (generally, any transaction that will hedge or offset, or is designed to hedge or offset, any decrease in the market value of our common stock) and margin accounts and pledged securities. This policy does not allow for any exception to the above provisions. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Compensation Risk Assessment
Compensation Risk Assessment The Company’s compensation programs and policies mitigate risk by combining performance-based, long- term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards, encourages employees to maintain both a short and a long-term view with respect to Company performance.
Fiscal Year 2026 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (1)(2) | Non-Equity Incentive Plan Compensation | All Other Compensation(3) | Total | | Mark McClain | 2026 | $607,500 | $— | $78,849,289 | $— | $633,565 | $10,538 | $80,100,892 | | Chief Executive | 2025 | $568,750 | $548,637 | $— | $— | $— | $10,538 | $1,127,925 | | Officer | 2024 | $525,000 | $— | $— | $22,162,963 | $656,250 | $9,188 | $23,353,401 | | Brian Carolan | 2026 | $462,500 | $— | $19,658,299 | $— | $361,802 | $10,563 | $20,493,164 | | Chief Financial | 2025 | $439,583 | $289,063 | $— | $— | $— | $10,412 | $739,058 | | Officer | 2024 | $425,000 | $— | $— | $5,194,441 | $318,750 | $9,900 | $5,948,091 | | Matt Mills | 2026 | $537,500 | $— | $27,543,242 | $— | $560,612 | $— | $28,641,354 | | President | 2025 | $500,000 | $482,785 | $— | $— | $— | $— | $982,785 | | | 2024 | $465,000 | $— | $— | $7,757,034 | $581,250 | $— | $8,803,284 | | Chris Schmitt | 2026 | $412,500 | $— | $15,365,243 | | $258,157 | $10,653 | $16,046,553 | | EVP, GC and | 2025 | $385,417 | $223,818 | $— | $— | $— | $10,438 | $619,673 | | Secretary | 2024 | $365,000 | $— | $— | $3,989,327 | $273,750 | $9,900 | $4,637,977 | | Abby Payne | 2026 | $387,500 | $— | $14,149,665 | $— | $242,515 | $— | $14,779,680 | | Chief People | 2025 | $362,500 | $185,558 | $— | $— | $— | $— | $548,058 | | Officer | 2024 | $— | $— | $— | $— | $— | $— | $— |
Fiscal Year 2026 Grants of Plan Based Awards
Fiscal Year 2026 Grants of Plan Based Awards The following table reflects the various target values of the annual incentive plan award granted to each of our Named Executive Officers in fiscal year 2026, as well as the number of RSUs granted to each of our Named Executive Officers in fiscal year 2026.
Fiscal Year 2026 Grants of Plan Based Awards
| Name | Grant Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (2) | Grant Date Fair Value of Stock and Option Awards (3) | | | | | Threshold | Target | Maximum | | | | Mark McClain | Annual Cash Bonus | 2/1/2025 | $303,781 | $607,562 | $911,342 | — | — | | | RSU Grant | 2/21/2025 | — | — | — | 3,346,744 | $78,849,289 | | Brian Carolan | Annual Cash Bonus | 2/1/2025 | $173,476 | $346,952 | $520,428 | — | — | | | RSU Grant | 2/21/2025 | — | — | — | 834,393 | $19,658,299 | | Matt Mills | Annual Cash Bonus | 2/1/2025 | $268,801 | $537,603 | $806,404 | — | — | | | RSU Grant | 2/21/2025 | — | — | — | 1,169,068 | $27,543,242 | | Chris Schmitt | Annual Cash Bonus | 2/1/2025 | $123,781 | $247,562 | $371,342 | — | — | | | RSU Grant | 2/21/2025 | — | — | — | 652,175 | $15,365,243 | | Abby Payne | Annual Cash Bonus | 2/1/2025 | $116,281 | $232,562 | $348,842 | — | — | | | RSU Grant | 2/21/2025 | — | — | — | 600,580 | $14,149,665 |
Fiscal Year 2026 Grants of Plan Based Awards
| (1) The amounts reported represent the minimum, target, and maximum bonus amounts for each applicable Named Executive Officer under our corporate bonus plan for fiscal year 2026, calculated as described above. For more information about our corporate bonus plan, see “Annual Incentive Compensation.” |
Fiscal Year 2026 Grants of Plan Based Awards
| (2) The RSU awards were granted pursuant to the Omnibus Incentive Plan. The RSUs were granted in connection with the IPO in fiscal year 2026 and vest over two years. The Named Executive Officer must remain employed with us throughout each vesting period. For more information about our Omnibus Incentive Plan, see “Long-Term Equity-Based Awards.” |
Fiscal Year 2026 Grants of Plan Based Awards
| (3) The amounts reported represent the aggregate fair value of each RSU awarded to the Named Executive Officers during fiscal year 2026. These amounts have been calculated in accordance with ASC Topic 718. The assumptions we used to value these awards are described in Note 12 “Equity-Based Compensation” in our consolidated financial statements included in our 2026 Annual Report and do not necessarily correspond to the actual economic value that may be recognized by the Named Executive Officer. |
Fiscal Year 2026 Grants of Plan Based Awards
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Our annual incentive plans are described in greater detail above in our CD&A. With respect to our annual incentive plans, the treatment of awards, in the event of certain terminations of employment and/or upon the occurrence of a change in control, is described below under “Potential Payments Upon Termination or Change in Control.”
Fiscal Year 2026 Grants of Plan Based Awards
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 41 |
Outstanding Equity Awards at Fiscal Year 2026 Year End
Outstanding Equity Awards at Fiscal Year 2026 Year End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of January 31, 2026.
Outstanding Equity Awards at Fiscal Year 2026 Year End
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | | Mark McClain | 1,785,020 | $28,006,964 | | Brian Carolan | 445,032 | $6,982,552 | | Matt Mills | 623,534 | $9,783,248 | | Chris Schmitt | 347,844 | $5,457,672 | | Abby Payne | 320,325 | $5,025,899 |
Outstanding Equity Awards at Fiscal Year 2026 Year End
| (1) The stock awards reported in this column are subject to time-based vesting conditions. The treatment of these awards upon certain termination and change in control events is described below under “—Additional Narrative Disclosure—Potential Payments upon Termination or Change in Control.” These awards vested or will vest in substantially equal amounts on each of April 5, 2026, July 5, 2026, October 5, 2026, and January 5, 2027. |
Outstanding Equity Awards at Fiscal Year 2026 Year End
| (2) Calculated based on the closing price of our common stock on January 29, 2026, which was $15.69 per share. |
Fiscal Year 2026 Option Exercises and Stock Vested
Fiscal Year 2026 Option Exercises and Stock Vested The table below sets forth information regarding the option exercises and the vesting of outstanding awards under our Omnibus Incentive Plan during fiscal year 2026 for each of our named executive officers.
Fiscal Year 2026 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (1) | Value Realized on Exercise (2) | Number of Shares Acquired on Vesting (3) | Value Realized on Vesting (2) | | Mark McClain | 2,493,572 | $57,352,156 | 1,561,724 | $34,953,408 | | Brian Carolan | 642,028 | $14,766,644 | 389,361 | $8,714,407 | | Matt Mills | 898,840 | $20,673,320 | 545,534 | $12,209,760 | | Chris Schmitt | 462,260 | $10,631,980 | 304,331 | $6,811,322 | | Abby Payne | 462,260 | $10,631,980 | 280,255 | $6,272,472 |
Fiscal Year 2026 Option Exercises and Stock Vested
| (1) Reflects incentive units that vested and were converted into shares of common stock on February 12, 2026 in connection with our IPO. The incentive units were intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the incentive units did not require the payment of an exercise price, they were most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” |
Fiscal Year 2026 Option Exercises and Stock Vested
| (2) The value realized on exercise or vesting is calculated based upon the applicable closing market price of the number of shares acquired (on a gross basis) on the applicable vesting date for each stock award and the conversion date with respect to the incentive units. It does not represent cash amounts received. |
Fiscal Year 2026 Option Exercises and Stock Vested
| (3) The number of shares acquired is reported on a gross basis. In connection with applicable RSU vesting events, the necessary number of shares of common stock in order to satisfy withholding taxes from stock awards were sold in open market transactions on behalf of the Named Executive Officers, thus the Named Executive Officers actually received a lower number of shares of our common stock than the numbers reported in this table. |
No Pension Benefits or Nonqualified Deferred Compensation Plan
No Pension Benefits or Nonqualified Deferred Compensation Plan We do not sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans nor a nonqualified deferred compensation plan.
No Pension Benefits or Nonqualified Deferred Compensation Plan
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 42 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our Named Executive Officers (each, an “Eligible Employee”) are entitled to payments and benefits upon a termination of employment under certain circumstances and accelerated vesting of certain equity awards if such termination is following a change in control. These potential payments and benefits are provided pursuant to the terms of our Executive Change in Control and Severance Plan (our “Severance Plan”). We believe our Severance Plan is an important retention tool for us as a component of our overall executive compensation program. It helps attract and retain skilled professionals in our industry, and allows management to focus its attention and energy on our business without any distractions regarding the effects of any potential change in control. We do not provide tax gross-ups upon a change in control. The following paragraphs describe the termination entitlements under the terms of our Severance Plan that were applicable to all Named Executive Officers as of January 31, 2026. The subsequent tables quantify the future potential benefits payable pursuant to our Severance Pay Plan upon qualifying terminations. Upon a termination without “Cause” or a resignation for “Good Reason” that does not occur during a “Change in Control Protection Period” (as defined below), an Eligible Employee will be eligible to receive the following benefits:
Potential Payments Upon Termination or Change in Control
| • | cash payments equal to 75% of such Eligible Employee’s annual base salary (or 100% of annual base salary in the case of Mr. McClain) paid in substantially equal installments on the Company’s regular payroll schedule for the nine-month period (or 12-month period in the case of Mr. McClain) commencing on the applicable date of termination; and |
Potential Payments Upon Termination or Change in Control
| • | a lump sum amount equal to (a) the monthly amount of the Company’s contribution to the premiums for such Eligible Employee’s group health plan coverage (the “Monthly Cobra Amount”) multiplied by (b) nine months (or 12 months in the case of Mr. McClain). |
Potential Payments Upon Termination or Change in Control
Upon a termination without Cause or a resignation for Good Reason during the period beginning three months prior to a “Change in Control” and ending on the 12-month anniversary following such Change in Control (the “Change in Control Protection Period”), an Eligible Employee will be eligible to receive a cash lump sum payment equal to the sum of the following amounts:
Potential Payments Upon Termination or Change in Control
| • | 100% of such Eligible Employee’s annual base salary (or 150% of annual base salary in the case of Mr. McClain); |
Potential Payments Upon Termination or Change in Control
| • | such Eligible Employee’s target annual bonus; and |
Potential Payments Upon Termination or Change in Control
| • | such Eligible Employee’s Monthly Cobra Amount multiplied by 12 months (or 18 months in the case of Mr. McClain). |
Potential Payments Upon Termination or Change in Control
Additionally, upon a Change in Control, (i) if an Eligible Employee’s RSUs are not assumed by the surviving entity in connection with such Change in Control, all such RSUs immediately become vested as of the date of such Change in Control, and (ii) if an Eligible Employee’s RSUs are assumed by the surviving entity in connection with such Change in Control, upon the Eligible Employee’s termination of service by the Company or an affiliate without Cause or by the Eligible Employee for Good Reason during the Change in Control Protection Period, such RSUs immediately become vested as of the date of such termination of service. “Cause” means the Eligible Employee’s (i) commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an affiliate; (ii) substantial and repeated failure to perform duties as reasonably directed by the person to whom the Eligible Employee reports; (iii) conduct that brings or is reasonably likely to bring the Company or an affiliate negative publicity or
Potential Payments Upon Termination or Change in Control
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 43 |
Potential Payments Upon Termination or Change in Control
into public disgrace, embarrassment, or disrepute; (iv) gross negligence or willful misconduct with respect to the Company or an affiliate; (v) material violation of the Company’s policies or codes of conduct, including policies related to discrimination, harassment, performance of illegal or unethical activities, or ethical misconduct; or (vi) any breach of any non-competition, non-solicitation, no-hire, or confidentiality covenant between the Eligible Employee and the Company or an affiliate. “Good Reason” means, with respect to an Eligible Employee, (i) a material diminution in such Eligible Employee’s base salary except for across-the-board salary reductions not to exceed 10% based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (ii) the Company’s failure to pay any material incentive compensation to which such Eligible Employee is actually entitled under a written agreement with the Company; (iii) a material diminution in such Eligible Employee’s job responsibilities so as to constitute a de facto demotion (other than a mere change in title or reporting relationship effected in connection with the integration of the operations of the Company into the operations of an acquirer in connection with a Change in Control); or (iv) the relocation of the geographic location of such Eligible Employee’s principal place of employment by more than 25 miles from the location of such Eligible Employee’s principal place of employment as of the date of such Eligible Employee’s Participation Agreement. “Change in Control” means (a) the acquisition of more than 50% of the combined voting power of the Company’s securities by any person or group; (b) a merger, reorganization, or consolidation of the Company or in which equity securities of the Company are issued other than a merger, reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, reorganization or consolidation; (c) during a period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in parts (a) or (b)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, fifty percent (50%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale. The Severance Plan incorporates the definition of Change in Control used in our Omnibus Incentive Plan, which definition is intended to constitute a change in the ownership, effective control or substantial portion of our assets within the meaning of Section 409A of the Internal Revenue Code.
Potential Payments Upon Termination or Change in Control
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 44 |
CEO Pay Ratio
CEO Pay Ratio We believe executive pay should be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and our Compensation and Nominating Committee monitors the relationship between the pay that our executive officers receive and the pay that our non-managerial employees receive. The Compensation and Nominating Committee reviewed a comparison of Chief Executive Officer total compensation to that of our median employee. The compensation for our Chief Executive Officer in fiscal year 2026 was approximately 300 times the compensation of our median employee. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. We selected January 31, 2026 as the date to determine the median employee. We identified the median employee by examining the fiscal year 2026-ending on-target earnings (annual base salary plus annual target cash incentive) (which we believe is a consistently applied compensation measure) for all individuals, excluding our Chief Executive Officer, who were employed by us on January 31, 2026. We included all employees, whether employed on a full-time or part-time basis and including our employees located outside the U.S. For employees located outside the U.S., we converted salary amounts from local currency to U.S. dollars using currency conversion rates effective on January 31, 2026. With the exception of the foregoing, we did not make any other assumptions, adjustments, or estimates with respect to determining on-target earnings. The fiscal year 2026 median employee is a US-based, mid-level individual contributor with three years of service. After identifying the median employee using on-target earnings, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the “Summary Compensation Table,” above. The total compensation during fiscal year 2026 for our Chief Executive Officer, Mark McClain, as set forth above in the Summary Compensation Table, was $80,100,892. The total compensation during fiscal year 2026 for our median employee, using the same methodology, was $267,428. This results in a ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation of approximately 300:1. For additional information concerning Mr. McClain’s compensation, see “Executive Compensation—Executive Compensation Tables—FY2026 Summary Compensation Table.” This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 46 |
Pay versus Performance
Pay versus Performance
Pay versus Performance Table
Pay versus Performance Table The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal year ended on January 31, 2026.
Pay versus Performance Table
| Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) | Annual Recurring Revenue (in millions) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | 2026 | $80,100,892 | $87,715,560(7) | $19,990,188 | $22,104,707(8) | $71.32 | $74.50 | $(270.05) | $1,125 |
Pay versus Performance Table
| (1) The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for the applicable fiscal year is Mark McClain. |
Pay versus Performance Table
| (2) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. |
Pay versus Performance Table
| (3) The names of each of the non-PEO NEOs reflected in these columns for the applicable fiscal year are as follows: Brian Carolan, Matt Mills, Abby Payne, Chris Schmitt. |
Pay versus Performance Table
| (4) The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. |
Pay versus Performance Table
The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Fiscal Year 2026 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K: BVP Nasdaq Emerging Cloud.
Pay versus Performance Table
| (5) Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. |
Pay versus Performance Table
| (6) We have selected Annual Recurring Revenue (ARR) as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for the fiscal year ended January 31, 2026. See the Annual Incentive Compensation section for ARR as a key measure for the Corporate Bonus Plan. |
Pay versus Performance Table
| (7) For the fiscal year ended January 31, 2026, the ‘compensation actually paid’ to the PEO reflects each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for the fiscal year ended January 31, 2026, computed in accordance with Item 402(v) of Regulation S-K: |
Pay versus Performance Table
| Compensation Element | PEO | | Summary Compensation Table Total | $80,100,892 | | Less, Grant date fair value of stock and option awards reported in the Summary Compensation Table | $(78,849,289) | | Plus, Year-End Fair Value of Awards Granted in the Covered Fiscal year that are Outstanding and Unvested | $28,006,964 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (from Prior-Year-end to Year-end) | $0 | | Plus, Vesting Date Fair Value of Awards Granted in the Covered Fiscal Year that Vested in the Fiscal Year | $34,953,408 | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Fiscal Year (from Prior Year-end to vesting Date) | $23,503,585 | | Less Prior Year-end Fair Value of Awards Granted in Prior Years that Failed to Vest in the Covered Fiscal Year | $(0) | | Plus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid on Stock and Option Awards in the Covered Fiscal Year Prior to Vesting | $0 | | Total Adjustments | $— | | Total Compensation Actually Paid | $87,715,560 |
Pay versus Performance Table
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 47 |
Pay versus Performance Table
| (8) For the fiscal year ended January 31, 2026, the average ‘compensation actually paid’ to the non-PEO NEOs reflects each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for the fiscal year ended January 31, 2026 , computed in accordance with Item 402(v) of Regulation S-K: |
Pay versus Performance Table
| Compensation Element | Average of Non-PEO NEO’s | | Summary Compensation Table Total | $19,990,188 | | Less, Grant date fair value of stock and option awards reported in the Summary Compensation Table | $(19,179,112) | | Plus, Year-End Fair Value of Awards Granted in the Covered Fiscal year that are Outstanding and Unvested | $6,812,343 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (from Prior-Year-end to Year-end) | $0 | | Plus, Vesting Date Fair Value of Awards Granted in the Covered Fiscal Year that Vested in the Fiscal Year | $8,501,990 | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Fiscal Year (from Prior Year-end to vesting Date) | $5,979,299 | | Less Prior Year-end Fair Value of Awards Granted in Prior Years that Failed to Vest in the Covered Fiscal Year | $(0) | | Plus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid on Stock and Option Awards in the Covered Fiscal Year Prior to Vesting | $0 | | Total Compensation Actually Paid | $22,104,707 |
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure In accordance with Item 402(v)(5) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.
Compensation Actually Paid and Company and Peer TSR
Compensation Actually Paid and Company and Peer TSR
Compensation Actually Paid and Company and Peer TSR
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 48 |
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Annual Recurring Revenue
Compensation Actually Paid and Annual Recurring Revenue
Compensation Actually Paid and Annual Recurring Revenue
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 49 |
Pay versus Performance Tabular List
Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for the fiscal year ended January 31, 2026. We only consider the two metrics listed below when making executive compensation determinations.
Pay versus Performance Tabular List
| Most Important Performance Measures | | Annual Recurring Revenue | | Adjusted Income from Operations |
Pay versus Performance Tabular List
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 50 |
Director Compensation
Director Compensation
Fiscal Year 2026 Director Compensation Program
Fiscal Year 2026 Director Compensation Program The Compensation and Nominating Committee is responsible for recommending to the Board the form and amount of compensation for non-employee directors. For fiscal year 2026, consistent with our Non-Employee Director Compensation Policy, each member of the Board who is not an employee, partner (other than an operating partner), or member of the investment staff of Thoma Bravo or an employee of the Company or any of its subsidiaries (collectively, our “non-employee directors”) was entitled to receive a cash retainer and committee and chairmanship fees payable in cash on a quarterly basis and an annual award of RSUs as provided below:
Fiscal Year 2026 Director Compensation Program
| Fee / Award Description | Value | | Annual cash retainer | $35,000 | | Additional annual cash retainer for the Board Chair | $20,000 | | Additional annual cash retainer for the Audit Committee Chair | $20,000 | | Additional annual cash retainer for members of the Audit Committee | $10,000 | | Additional annual cash retainer for the Compensation and Nominating Committee Chair | $17,500 | | Additional annual cash retainer for members of the Compensation and Nominating Committee | $8,750 | | Annual cash retainer for the Cybersecurity Committee Chair | $12,000 | | Annual cash retainer for members of the Cybersecurity Committee | $6,000 | | Annual equity retainer of RSUs(1) | $200,000 |
Fiscal Year 2026 Director Compensation Program
| (1) New non-employees directors are eligible to receive a one-time award of RSUs with a fair market value on the date of grant equal to $400,000 (such amount to be prorated for any partial period of service). |
Fiscal Year 2026 Director Compensation Program
We also reimburse all reasonable out-of-pocket expenses incurred by directors in connection with the performance of their duties as directors, including travel expenses relating to their attendance at meetings of the Board or any committee thereof. As described above, the Compensation and Nominating Committee has adopted stock ownership guidelines pursuant to which covered persons, including our non-employee directors, are prohibited from selling or disposing of any shares of our common stock unless and until the covered person holds an aggregate value of our common stock (or equivalents recognized under our policy) equal to, in the case of our non-employee directors, five times their annual cash retainer for service on the Board. Common stock owned directly or indirectly is considered for calculation purposes under our guidelines but unvested RSUs do not count toward the ownership requirement. Covered persons are allowed five years to achieve the ownership requirement and are not prohibited from selling shares that would cause them to fall below their applicable threshold until that period has lapsed. All directors are still within the applicable five-year transition period.
Fiscal Year 2026 Director Compensation Program
| | 2026 PROXY STATEMENT | SAILPOINT, INC. 52 |
Fiscal Year 2026 Director Compensation Program
The following table reflects information regarding our non-employee director compensation for the year ended January 31, 2026. Due to their affiliation with Thomas Bravo, Messrs. Almeida, Boro, May and Hamade do not receive any additional compensation for their service as directors. Additionally, Mr. McClain, our Chief Executive Officer, is also a member of the Board but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. McClain and our other Named Executive Officers.
Fiscal Year 2026 Director Compensation Program
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | William G. Bock | $63,485 | $547,237 | $610,722 | | Ronald J. Green | $56,545 | $547,237 | $603,782 | | James Hagan | $52,137 | $547,237 | $599,374 | | Tracey E. Newell | $57,994 | $547,237 | $605,231 |
Fiscal Year 2026 Director Compensation Program
| (1) Reflects the aggregate grant date fair value of the 23,188 RSUs granted to each then-current non-employee director on February 27, 2025, computed in accordance with ASC Topic 718, determined without regard to forfeitures. These awards represent the non-employee directors’ only outstanding stock awards as of January 31, 2026 and will become vested and nonforfeitable on June 4, 2026, subject to the director’s continued service. See Note 12 “Equity-Based Compensation” to our audited consolidated financial statements in our 2026 Annual Report for a discussion of the assumptions used in determining the ASC Topic 718 grant date fair value of these awards. |