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TRANSCRIPT
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WWW.PROXYDOCS.COM/SAIL
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TABLE OF CONTENTS
Page The Meeting ................................................................................................................................................................... 1 Proposal No. 1 – Election of Directors .......................................................................................................................... 4 Corporate Governance ................................................................................................................................................... 7 Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm .......................... 13 Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation ............................................. 14 Executive Officers ....................................................................................................................................................... 15 Executive Compensation ............................................................................................................................................. 16 Director Compensation ................................................................................................................................................ Certain Relationships and Related Party Transactions ................................................................................................ 33 Security Ownership of Certain Beneficial Owners and Management ......................................................................... 34 CEO Pay Ratio ............................................................................................................................................................ 36 Equity Compensation Plan Information ...................................................................................................................... 36 Audit Committee Report ............................................................................................................................................. 38 Delinquent Section 16(a) Reports ................................................................................................................................ 39 Submission of Stockholder Proposals.......................................................................................................................... 39 Other Business ............................................................................................................................................................. 39 Where You Can Find More Information ..................................................................................................................... 40
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www.proxydocs.com/SAIL
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are nottis
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Stockholders of Record.
www.investorelections.com/SAIL
Beneficial Stockholders.
www.investorelections.com/SAIL
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William G. Bockk
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Michael J. Sullivan
Mark D. McClain
Cam McMartin
Heidi M. Melin
Tracey E. Newell
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James M. Pflagingg
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investors.sailpoint.com/leadership-and-governance/governance-documents
Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
Cybersecurity Committee
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investors.sailpoint.com/leadership-and-governance/governance-documents.
Director Qualification Standards and Selection Criteria
Stockholder Nominations
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Jason Ream
Matt Mills
Juliette Rizkallah
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Executive Summary
Executive Compensation Program Overview
Base Salary
Annual Cash Incentive
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Long-Term Equity Incentive
Compensation Program Design and Governance Policies
2019 Executive Compensation Pay Mix
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2020 Executive Compensation Program Changes
Executive Compensation Philosophy and Objectives
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Setting Executive Compensation for 2019 and Establishiii ng Our 2019 Peer Groupii
Peer Group Used for Determining 2019 Compensationp f g p
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Key Elements of Our 2019 Executive Compensation Program
Base Salary
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Annual Incentive Compensation and Process for Setting Performance Objectives
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Non-GAAP NNOperating IncomeII
New NNBookings
Long-Term Equity-Based Awards
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Stock Ownership Guidelines and Holding Requirements
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Insider Trading Policy; Prohibitions Against Hedging and Pledging
Other Benefits
Retirement and Health and Welfare
Employee Stock Purchase Plan
Severance Pay Plan
Perquisites
Tax Deductibility of Certain Executive Compensation
Compensation Risk Assessment
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The following report of the Compensation Committee of the Board does not constitute soliciting material and tshould not be deemed filed or incorporated by reference into any future filirr ngs under the Securities Act or theExchange Act, except to the extent we specifically incorporate this report by reference.
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2019 Summary Compensation Table
Chief Executive Officer
Chief Financial Officer (4)
fFormer Chief Revenue Officer
f ff ( )Chief Customer Officer (4)
Chief Operating Officer
Chief Revenue Officer (4)
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2019 Grants of Plan Based Awards
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
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2019 Outstanding Equity Awards at Year End
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2019 Option Exercises and Stock Vested
No Pension Benefits or Nonqualified Deferred Compensation Plan
Potential Payment Upon Termination or Change in Control
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de facto
Potential Termination and Change in Control Benefits Table
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Separation Agreements with Messrs. Greenfield and McMartin
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The following report of the Audit Committee of the Board does not constitute soliciting material and should not be deemed filed or incorporated by reference into any future filings under the Securities Act or the Exchange Act,except to the extent we specifically incorporate this report by reference.
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investors.sailpoint.com
www.sec.gov
www.investorelections.com/SAIL
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ADDITIONAL INFORMATION REGARDING THEANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON TUESDAY, MAY 5, 2020
Change of Location
The following Notice of Change of Location supplements and relates to the original Notice of Annual Meeting and
2020, furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directorsof the Company for use at the 2020 Annual Meeting of Stockholders to be held on Tuesday, May 5, 2020.
Audit and Related Fees Correction
of the Proxy Statement are each hereby restated to reflect the corrected amount of $2,021,560. All other figures and
of the appointment of Grant Thornton LLP, remain unchanged.
This Supplement is being filed with the Securities and Exchange Commission and is being made available tostockholders of the Company on or about April 13, 2020.
THIS SUPPLEMENT, INCLUDING THE FOLLOWING NOTICE, SHOULD BEREAD IN CONJUNCTION WITH THE PROXY STATEMENT.
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SailPoint Technologies Holdings, Inc.11120 Four Points Drive, Suite 100
Austin, Texas 78726
NOTICE OF CHANGE OF LOCATION OFANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2020
To Our Stockholders:
Due to the escalating public health impact of the coronavirus outbreak (COVID-19), and in light of recent guidancefrom the Centers for Disease Control and Prevention and other federal, state and local public health authorities,
an in-person meeting in Austin, Texas. The Annual Meeting will still be held on Tuesday, May 5, 2020 at 12:30 p.m.,Central Time, as previously announced. However, you will no longer be able to physically attend the Annual Meeting.
As described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate inthe Annual Meeting if you were a stockholder of the Company as of the close of business on March 6, 2020, the recorddate, or hold a legal proxy for the Annual Meeting provided by your bank, broker, or other holder of record. To attendand participate in the Annual Meeting, you will need to register in advance at www.proxydocs.com/SAIL
enter thecontrol number found on your proxy card, voting instruction form or notice you previously received. Upon completingyour registration, you will receive further instructions via email, including your unique links that will allow you toaccess the meeting, review the list of stockholders entitled to vote and submit questions during the meeting. Weencourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the AnnualMeeting through the Meeting Website, please call the technical support number provided.
You may vote and ask questions during the Annual Meeting by following the instructions available on theMeeting Website at the time of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urgeyou to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxymaterials for the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for tendays prior to the Annual Meeting for examination by any stockholder for any purpose germane to the Annual Meetingbetween the hours of 9:00 a.m. and 5:00 p.m., Central Time, at our headquarters at 11120 Four Points Drive, Suite 100,Austin, Texas 78726. This list will also be available for such purposes during the Annual Meeting at the link to beprovided upon your registration for the Annual Meeting. The proxy card included with the proxy materials previouslydistributed will not be updated to reflect the change in location and may continue to be used to vote your shares inconnection with the Annual Meeting.
By Order of the Board of Directors,
Christopher G. SchmittSecretaryAustin, TexasApril 13, 2020
Access to the Annual Meeting on May 5, 2020 at 12:30 p.m. Central Time is available at www.proxydocs.com/SAIL.You may access our Proxy Materials, including our 2019 Annual Report and 2020 Proxy Statement, at
www.proxydocs.com/SAIL.
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Jason Ream
Matt Mills
Cam McMartinFormer Chief Operating OfficerSailPoint Technologies Holdings, Inc.
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Proxy Supplement (Meeting Change)Proxy Statement + Annual Report [FINAL BOOKMARKED]TABLE OF CONTENTSThe MeetingProposal No. 1 – Election of DirectorsCorporate GovernanceProposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting FirmProposal No. 3 – Advisory Vote to Approve Named Executive Officer CompensationExecutive OfficersExecutive CompensationDirector CompensationCertain Relationships and Related Party TransactionsSecurity Ownership of Certain Beneficial Owners and ManagementCEO Pay RatioEquity Compensation Plan InformationAudit Committee ReportDelinquent Section 16(a) ReportsSubmission of Stockholder ProposalsOther BusinessWhere You Can Find More Information