SailPoint Inc.
06/12/2026 | Press release | Distributed by Public on 06/12/2026 15:16
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2026, SailPoint, Inc. (the "Company") was notified of Nabil Hamade's decision to resign from the board of directors of the Company (the "Board") effective as of June 12, 2026. Mr. Hamade's decision to resign from the Board was not due to any disagreement with the Company, including with respect to any matters relating to the Company's operations, policies, or practices.
Pursuant to its rights under the Director Designation Agreement, dated February 12, 2025 (the "Director Designation Agreement"), between the Company and certain funds affiliated with Thoma Bravo, L.P. named therein (such funds, "Thoma Bravo"), Thoma Bravo notified the Company that it designated Collin Gallagher to fill the vacancy on the Board to be created by Mr. Hamade's resignation, and on June 12, 2026, the Board appointed Mr. Gallagher to join the Board as a Class III director effective on June 12, 2026. Mr. Gallagher is not currently expected to be appointed to any committees of the Board.
In connection with Mr. Gallagher's appointment to the Board, he has entered into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors (the form of which is filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which provides the directors with contractual rights to indemnification, expense advancement, and reimbursement to the fullest extent permitted under the Delaware General Corporation Law. Mr. Gallagher is not expected to receive any compensation for service on the Board.
There are no current or proposed transactions in which Mr. Gallagher has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure pursuant to Item 404(a) of Regulation S-K. Further, there are no arrangements or understandings between Mr. Gallagher and any other person pursuant to which he was appointed as a director, other than the Director Designation Agreement. For a description of the Director Designation Agreement, please see "Related Party Transactions - Director Designation Agreement" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026.
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