SailPoint (SAIL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, in a virtual format, with voting rights for shareholders of record as of April 6, 2026.

• Key business highlights include surpassing $1 billion in revenue, with total ARR at $1.125 billion (28% YoY growth) and SaaS ARR at $746 million (38% YoY growth).

• The company emphasizes adaptive identity security, AI-driven governance, and recognition from industry analysts.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and determining the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

Board of directors and corporate governance

• The board consists of nine members divided into three staggered classes; Thoma Bravo controls a majority of shares, qualifying the company as a "controlled company" under Nasdaq rules.

• Most directors are independent, except the CEO; the board separates the roles of Chair and CEO.

• Three standing committees: Audit, Compensation and Nominating, and Cybersecurity, each with defined responsibilities.

• Thoma Bravo retains significant board nomination rights via a Director Designation Agreement.