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On May 6, 2019, Cam McMartin, the Chief Financial Officer of SailPoint Technologies, Inc., a wholly owned subsidiary of SailPoint Technologies Holdings, Inc., a Delaware corporation (collectively, the “Company”), was appointed the Chief Operating Officer of the Company, effective immediately. In order to fulfill the responsibilities of his new role as Chief Operating Officer of the Company, Mr. McMartin will cease serving as Chief Financial Officer effective immediately. Mr. McMartin will continue serving as the Company’s “principal financial officer” until June 10, 2019. In connection with his appointment as Chief Operating Officer, Mr. McMartin’s annual base salary will be increased to $375,000, and he will be eligible to receive a bonus of up to 90% of his annual base salary based on achievement of corporate goals as set forth by the Compensation Committee of the Board.

In connection with Mr. McMartin’s transition, on May 6, 2019, the Board of Directors of the Company (the “Board”) appointed Jason Ream as Chief Financial Officer of the Company, effective June 10, 2019. Mr. Ream, age 47, has served as Chief Financial Officer of Mitratech Holdings, Inc., a provider of legal and compliance software solutions, since June 2018. From April 2016 to March 2018, Mr. Ream served as Chief Financial Officer of Relativity ODA, LLC, a provider of e-discovery software solutions.  Mr. Ream also held various positions at SolarWinds, Inc., a provider of IT infrastructure management software, from April 2009 to April 2016, including Executive Vice President and Chief Financial Officer from October 2013 to April 2016, Vice President of Growth Strategy from October 2012 to October 2013, and Vice President, Tools from December 2011 to October 2012. Prior to joining SolarWinds, Mr. Ream worked for J.P. Morgan as an executive director in investment banking from July 2006 to January 2009.  From July 1999 to July 2006, he held various roles in investment banking at UBS, Piper Jaffray, and Credit Suisse First Boston.  Mr. Ream holds an A.B. in mathematics from Amherst College.

 

In connection with his appointment as the Company’s Chief Financial Officer, Mr. Ream will (i) receive an annual base salary of $350,000, (ii) be eligible to receive a bonus of up to 60% of his annual base salary based on achievement of corporate goals as set forth by the Compensation Committee of the Board, (iii) receive a restricted stock unit award with a value equal to $1,250,000 under the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive Plan (the “LTIP”), which award will vest and be settled in four equal annual tranches beginning May 20, 2020, (iv) receive options to purchase twice the number of shares of the Company’s common stock underlying the restricted stock unit award described above (the “Options”) under the LTIP, with 25% of the Options vesting on the first anniversary of the date of grant and the remainder vesting in 48 equal monthly tranches beginning after the anniversary of the date of grant, and (v) be eligible to participate in the Company’s Severance Pay Plan. In addition, Mr. Ream will be eligible to participate in a comprehensive package of additional employee benefits, including but not limited to medical, dental, vision, group life insurance, a 401(k) plan and the Company’s Employee Stock Purchase Plan.

 

Additionally, the Company and Mr. Ream will enter into the Company’s standard form of indemnification agreement, which will require the Company, among other things, to indemnify Mr. Ream against liabilities that may arise by reason of his status or service. The indemnification agreement will also require the Company to advance all expenses incurred by Mr. Ream in investigating or defending any action, suit, or proceeding that may arise by reason of his status or service. For a full description of the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2019 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 4, 2019.

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 2, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 5, 2019, the record date for the Annual Meeting, 88,506,903 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting.  A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Proposal 1 – Election of Directors to the Board

 

Each of the following persons was duly elected by the Company’s stockholders as a Class II director for the term expiring in 2022, with votes as follows:

 

 

Proposal 2 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

 

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019, was ratified by the stockholders, with votes as follows:

 

 

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

 

The approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation of every one year, with votes as follows:

 

In accordance with the voting results for this item, the Board has determined that an advisory vote to approve executive compensation will be conducted every year until the next stockholder advisory vote on the frequency of future advisory votes on executive compensation.

Item 7.01 Regulation FD Disclosure.

 

On May 8, 2019, the Company issued a press release announcing the transition of Cam McMartin to Chief Operating Officer and the appointment of Jason Ream to Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.

The information furnished in this Item 7.01, including the press release incorporated into this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by

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reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.  

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Exhibit 99.1

SailPoint’s Cam McMartin Assumes Role of Chief Operating Officer and Jason Ream to be Appointed Chief Financial Officer

AUSTIN, May 8, 2019 – SailPoint Technologies Holdings, Inc. (NYSE: SAIL), the leader in enterprise identity governance, today announced that Cam McMartin will transition from Chief Financial Officer to Chief Operating Officer. Jason Ream will join the organization as incoming Chief Financial Officer, effective June 10, 2019.

Cam McMartin joined the company in 2011 as SailPoint’s Chief Financial Officer. Since that time, his role has expanded to include many of the operational aspects of the business. As Cam formally assumes the role of Chief Operating Officer, Jason Ream will transition in as SailPoint’s incoming CFO.  

“As SailPoint’s Chief Financial Officer, it has been an honor to see the company through such a pivotal time as we’ve grown and scaled the organization over the years,” said Cam McMartin. “In the COO role, I will be laser-focused on balancing both the operational needs of the business and influencing our commercial endeavors as we continue to execute as the leader in identity governance.”

“With every evolution we’ve made as an organization, Cam has been a strategic voice, helping successfully navigate the transition from venture-backed to private equity-backed to publicly-traded,” said Mark McClain, SailPoint CEO and Co-founder. “I look forward to continuing to partner with him on the operational side of our business and with Jason on the financial side of our business.”

Jason Ream brings more than 20 years of software and SaaS experience and a proven track record of success in aligning financial execution with strategic vision to his new role as SailPoint’s CFO. He most recently served as CFO for Mitratech, Relativity and SolarWinds. As CFO for SolarWinds, he successfully guided the company through a period of growth and scale.

“The market opportunity for identity governance is large and growing, and SailPoint is well-positioned to continue its market leadership,” said Jason Ream. “I look forward to working with the SailPoint team to drive strategic value for investors and stakeholders as the company continues to grow and scale.”

Forward-Looking Statements:

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding the Company’s expectations regarding the Chief Revenue Officer transition.  In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance, but are based on management's current expectations, assumptions and beliefs concerning future developments and their potential effect on us, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct. Our results could be materially different from our expectations because of various risks.

Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements include the following: our ability to attract and retain customers and our ability to deepen our relationships with existing customers; our expectations regarding our customer growth rate; our ability to maintain successful relationships with our channel partners and further develop strategic relationships; our ability to develop or acquire new solutions, improve our platform and solutions and increase the value of and benefits associated with our platform and solutions; our ability to compete successfully against current and future competitors; our plans to further invest in and grow our business, and our ability to effectively manage our growth and associated investments; our ability to adapt and respond to rapidly changing technology, evolving industry standards, changing regulations and changing customer needs; our ability to maintain and enhance our brand or reputation as an industry leader and innovator; our ability to hire, retain, train and

 

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motivate our senior management team and key employees; our ability to successfully enter new markets and manage our international expansion; adverse economic conditions in the United States, Europe or the global economy; significant changes in the contracting or fiscal policies of the public sector; actual or perceived failures by us to comply with privacy policy or legal or regulatory requirements; our ability to maintain third-party licensed software in or with our solutions; and our ability to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies. These and other important risk factors are described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”) including under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 18, 2019.

Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

SailPoint: The Power of Identity™

SailPoint, the leader in enterprise identity governance, brings the Power of Identity to customers around the world. SailPoint’s open identity platform gives organizations the power to enter new markets, scale their workforces, embrace new technologies, innovate faster and compete on a global basis. As both an industry pioneer and market leader in identity governance, SailPoint delivers security, operational efficiency and compliance to enterprises with complex IT environments. SailPoint’s customers are among the world’s largest companies in a wide range of industries, including: 8 of the top 15 banks, 4 of the top 6 healthcare insurance and managed care providers, 9 of the top 15 property and casualty insurance providers, 5 of the top 13 pharmaceutical companies, and 11 of the largest 15 federal agencies.

More information on SailPoint is available at: www.sailpoint.com.

MediaRelations:
Jessica Sutera
[email protected]
978-278-5411

Investor Relations:
Staci Mortenson
ICR for SailPoint
[email protected]
512-664-8916

 

 

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