Steel Authority of India

Proxy Statement and
Annual Report

2021

March 19, 2021 

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of 
SailPoint Technologies Holdings, Inc. (“SailPoint”) on April 29, 2021, at 12:30 p.m. Central Time, to be held in a 
live virtual meeting format in light of ongoing concerns relating to the public health impact of the coronavirus.

The matters expected to be acted upon at the meeting are described in the accompanying Notice of Annual
Meeting of Stockholders and proxy statement. You are entitled to vote at the Annual Meeting and any adjournments, 
continuations or postponements of the Annual Meeting only if you were a stockholder as of the close of business on 
March 1, 2021.

Thank you for being a SailPoint stockholder. We look forward to seeing you at the Annual Meeting.

Sincerely, 

Mark McClain 
Chief Executive Officer and Director 

Your vote is important. Whether or not you can attend the meeting, please read the enclosed proxy statement 
carefully, and then cast your vote as soon as possible over the Internet, by telephone, or by completing and returning 
the enclosed proxy card so that your shares are represented at the Annual Meeting. Your vote will mean that you are
represented at the Annual Meeting regardless of whether you attend the virtual meeting. Returning the proxy does 
not deprive you of your right to attend the virtual meeting or to vote your shares electronically at the virtual meeting. 

SAILPOINT TECHNOLOGIES HOLDINGS, INC. 
11120 FOUR POINTS DRIVE, SUITE 100
AUSTIN, TEXAS 78726 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders: 

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders of SailPoint Technologies Holdings, Inc. (the
“Annual Meeting”) will be held on April 29, 2021, at 12:30 p.m. Central Time in a live virtual meeting format, to consider and 
vote upon the following proposals:

1. To elect two Class I directors to hold office until the 2024 Annual Meeting of Stockholders or until their successors are 

duly elected and qualified;

2. To ratify the selection by the Audit Committee of our Board of Directors of Grant Thornton LLP to serve as our

independent registered public accounting firm for the fiscal year ending December 31, 2021;  

3. To approve, on an advisory basis, our named executive officer compensation; and  

4. Such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. 

Beginning on or about March 19, 2021, we will send to our stockholders a Notice of Internet Availability of Proxy Materials 
(the “Notice”) with instructions on how to access our proxy materials over the Internet and how to vote. The Notice also provides 
instructions on how to obtain paper copies if preferred. 

In light of the continued public health risks posed by the coronavirus, we have determined it is appropriate to hold the Annual 

Meeting virtually. To attend and participate in the Annual Meeting, you will need to register in advance at 
www.proxydocs.com/SAIL (the “Meeting Website”). You will be required to enter the control number found on your proxy card,
voting instruction form or notice. Upon completing your registration, you will receive further instructions via email, including your
unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. We encourage 
you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the Annual Meeting through the
Meeting Website, please call the technical support number provided in the registration email. 

Only stockholders of record at the close of business on March 1, 2021 are entitled to notice of, and to vote at, the Annual

Meeting or any adjournment or postponement thereof. You may vote and ask questions in advance of or during the Annual
Meeting by following the instructions on your proxy card, voting instruction form or notice and available on the Meeting Website,
as applicable. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the
Annual Meeting by one of the methods described in the proxy materials for the 2021 Annual Meeting. A list of the names of 
stockholders entitled to vote at the Annual Meeting will be available for ten days prior to the Annual Meeting for examination by
any stockholder for any purpose germane to the Annual Meeting between 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 on the Meeting Website.

By Order of the Board of Directors, 

Christopher G. Schmitt 
Secretary
Austin, Texas 
March 19, 2021 

Your vote is important. Whether or not you expect to attend the virtual meeting, please vote over the Internet, by 
telephone, or by completing and promptly returning the enclosed proxy card so that your shares may be represented at the 
meeting. 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER 
MEETING TO BE HELD ON APRIL 29, 2021: THIS PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF
STOCKHOLDERS AND OUR ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31,
2020 ARE AVAILABLE AT WWW.PROXYDOCS.COM/SAIL.

TABLE OF CONTENTS 

Page 
The Meeting ................................................................................................................................................................... 1 
Proposal No. 1 – Election of Directors .......................................................................................................................... 4 
Corporate Governance (including ESG) ........................................................................................................................ 7 
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm .......................... 16 
Proposal No. 3 – Advisory Vote to Approve Named Executive Officer Compensation ............................................. 17 
Executive Officers ....................................................................................................................................................... 18 
Executive Compensation ............................................................................................................................................. 19 
Director Compensation ................................................................................................................................................ 35 
Certain Relationships and Related Party Transactions ................................................................................................ 36 
Security Ownership of Certain Beneficial Owners and Management ......................................................................... 37 
CEO Pay Ratio ............................................................................................................................................................ 39 
Equity Compensation Plan Information ...................................................................................................................... 39 
Audit Committee Report ............................................................................................................................................. 41 
Delinquent Section 16(a) Reports ................................................................................................................................ 42 
Submission of Stockholder Proposals.......................................................................................................................... 42 
Other Business ............................................................................................................................................................. 42 
Where You Can Find More Information ..................................................................................................................... 43 

i 

 
 
SAILPOINT TECHNOLOGIES HOLDINGS, INC. 
11120 FOUR POINTS DRIVE, SUITE 100
AUSTIN, TEXAS 78726 

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS 

TO BE HELD ON APRIL 29, 2021 

THE MEETING

The Board of Directors (the “Board”) of SailPoint Technologies Holdings, Inc., a Delaware corporation 

(“SailPoint,” the “Company” or “we”), is soliciting proxies for use at the 2021 Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on April 29, 2021, at 12:30 p.m. Central Time in a live virtual meeting format. The 
Notice of Internet Availability of Proxy Materials was 
Notice of Internet Availability of Proxy Materials was first furnished to stockholders on or about March 19, 2021.
Electronic copies of this Proxy Statement and our Annual Report to Stockholders for the year ended December 31,
2020 (our “2020 Annual Report”) are available at www.proxydocs.com/SAIL. 

Attending the Virtual Meeting

In light of the continued public health risks posed by the coronavirus, we have determined that it is appropriate
to hold the Annual Meeting virtually. To attend and participate in the Annual Meeting, you will need to register in 
advance at www.proxydocs.com/SAIL (the “Meeting Website”). You will be required to enter the control number
found on your proxy card, voting instruction form or notice. Upon completing your registration, you will receive
further instructions via email, including your unique links that will allow you to access the meeting and will permit 
you to submit questions in advance of and during the meeting. We encourage you to log on 15 minutes prior to the 
start time of the meeting. If you have difficulty accessing the Annual Meeting through the Meeting Website, please
call the technical support number provided in the registration email. 

In accordance with the rules of conduct for the Annual Meeting, which you will find on the Meeting Website

following registration, you may submit up to two questions during or in advance of the Annual Meeting, which
questions may address no more than one topic each and must be relevant to the issues before the meeting. During the
Annual Meeting, at the appropriate time, we will endeavor to provide oral responses to all questions so submitted. 
Because we believe it is important for stockholders to have the opportunity to submit questions both in advance of 
and during the meeting, we are requiring all questions to be submitted in writing. Whether or not you plan to attend 
the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the 
methods described in the proxy materials for the 2021 Annual Meeting. 

Voting Rights, Quorum and Required Vote 

Only holders of record of our common stock at the close of business on March 1, 2021 (the “Record Date”) will 
be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 91,960,710 shares of 
common stock outstanding and entitled to vote. Holders of our common stock are entitled to one vote for each share 
held as of the Record Date. Holders of our common stock do not have the right to cumulative voting. A quorum is 
required for our stockholders to conduct business at the Annual Meeting. The holders of a majority of the 
outstanding voting power of all shares of our common stock entitled to vote at the meeting, present in person or 
represented by proxy, shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” 
(described below) will be counted in determining whether there is a quorum.

For Proposal No. 1 – Election of Directors, directors will be elected by a plurality of the votes of the shares of 

our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote in the
election of directors, which means that the two nominees receiving the highest number of “for” votes will be elected. 
Withheld votes and broker non-votes will have no effect on Proposal No. 1.

1

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm requires the 
affirmative vote of the majority of voting power of common stock present in person or represented by proxy at the 
Annual Meeting and entitled to vote thereon. Abstentions will count the same as votes against Proposal No. 2.  

Proposal No. 3 – Advisory Vote on our Named Executive Officer Compensation requires the affirmative vote of 
the majority of voting power of common stock present in person or represented by proxy at the Annual Meeting and 
entitled to vote thereon. Abstentions and broker non-votes will count the same as votes against Proposal No. 3.  

Voting Your Shares 

If you are a registered holder of our common stock, meaning that you hold our common stock directly (not 
through a bank, broker or other nominee), you may vote by telephone or electronically through the Internet by 
following the instructions included on your Notice of Internet Availability of Proxy Materials or your proxy card, or 
by completing, dating, signing and promptly returning your proxy card. All signed, returned proxies that are not 
revoked will be voted in accordance with the instructions contained thereon. Signed proxies that give no instructions 
as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” the 
election of each of the Class I director nominees presented by the Board under Proposal No. 1, as votes “for” 
Proposal No. 2, and as votes “for” Proposal No. 3. 

If your shares of our common stock are held through a bank, broker or other nominee, you are considered the 

“beneficial owner” of those shares held in “street name.” You may be able to vote by telephone or electronically 
through the Internet (i.e., if those options are made available to you by your bank, broker or other nominee) in 
accordance with the voting instructions provided by that nominee. You may also vote by completing, dating, signing 
and promptly returning the voting instruction form sent by that nominee. You must obtain a legal proxy from the 
nominee that holds your shares if you wish to participate virtually at the Annual Meeting. If you do not provide 
voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange (“NYSE”) rules 
grant your broker discretionary authority to vote on “routine” proposals. Where a proposal is not “routine,” a broker 
who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on 
that proposal, and the unvoted shares are referred to as “broker non-votes.” For the Annual Meeting, Proposals No. 1 
and No. 3 are not considered “routine” proposals, and therefore, brokers cannot exercise discretionary authority 
regarding such proposals for beneficial owners who have not returned voting instructions. Proposal No. 2 is 
considered a “routine” proposal, and therefore, brokers can exercise discretionary authority regarding this proposal 
for beneficial owners who have not returned voting instructions. 

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, 

the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies. 

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow 
stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded 
properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with 
telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, 
which must be borne by the stockholder. 

Expenses of Solicitation 

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. 

Following the original distribution of the proxies and other soliciting materials, the Company and its directors, 
officers and other employees (for no additional compensation) may also solicit proxies in person, by telephone or e-
mail. Following the original distribution of the proxies and other soliciting materials, the Company will request that 
banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom 
they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, 
brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their 
clients. 

2 

Revocability of Proxies 

Any person who validly submits a proxy has the power to revoke it prior to the Annual Meeting or at the 
Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the 
proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet or by a subsequent proxy that is 
signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting. If you are a 
beneficial owner and wish to change any of your previously provided voting instructions, you must contact your 
bank, broker or other nominee directly. 

Electronic Delivery of Proxy Materials to Stockholders 

Beginning on or about March 19, 2020, we mailed to our stockholders a Notice of Internet Availability of 
Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you 
received such Notice and would prefer to receive paper copies of the proxy materials, or if you received paper 
copies of the proxy materials and would prefer to receive a notice for future annual meetings, you may notify us by 
telephone, e-mail or mail at the respective telephone number, e-mail address or mailing address provided on the 
Notice. 

Delivery of Documents to Stockholders Sharing an Address 

Because many stockholders hold shares of our common stock in multiple accounts or share an address with 

other stockholders, stockholders may receive duplicate mailings of proxy materials. Stockholders may avoid 
receiving duplicate mailings as follows: 

(cid:120) 

Stockholders of Record.  If your shares are registered in your own name and you are interested in 
consenting to the delivery of a single set of proxy materials, you may contact Mediant Communications, 
Inc. (“Mediant”) by telephone at 1-866-648-8133, by Internet at www.investorelections.com/SAIL, or by 
email at paper@investorelections.com. 

(cid:120)  Beneficial Stockholders.  If your shares are not registered in your own name, the bank, broker or other 
nominee that holds your shares may have asked you to consent to the delivery of a single set of proxy 
materials if there are other SailPoint stockholders who share an address with you. If you currently receive 
more than one copy of the proxy materials at your household and would like to receive only one copy in the 
future, you should contact your nominee. 

If you consent to the delivery of a single set of proxy materials but later decide that you would prefer to receive 
a separate copy of the proxy materials for each stockholder sharing your address, then please notify Mediant or your 
nominee, as applicable, and they will promptly deliver the additional proxy materials.  

If you wish to receive a separate copy of the proxy materials for each stockholder sharing your address in the 

future, you may also contact Mediant by telephone at 1-866-648-8133, by Internet at 
www.investorelections.com/SAIL, or by email at paper@investorelections.com if you are a stockholder of record, or 
you may contact your broker nominee if you are a beneficial stockholder. 

3 

 
 
PROPOSAL NO. 1 – ELECTION OF DIRECTORS 

The Board is presently comprised of seven 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 Mark D. McClain and Tracey E. Newell; Class II directors consist of Cam 
McMartin, Heidi M. Melin and James M. Pflaging; and Class III directors consist of William G. Bock and Michael 
J. Sullivan.  

Class I directors standing for re-election at the Annual Meeting are Mr. McClain and Ms. Newell. Class II 
directors will stand for re-election at the 2022 Annual Meeting of Stockholders, and Class III directors will stand for 
re-election at the 2023 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 or her 
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 two). 

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, including their ages as of the Record Date, are included 
below. 

Name  
Director Nominees  
Mark D. McClain 
Tracey E. Newell  
Continuing Directors 
William G. Bock  
Cam McMartin 
Heidi M. Melin 
James M. Pflaging 
Michael J. Sullivan  

Class 

Age 

Position 

Current 
Term 
Expiration 

Expiration of 
Term for which 
Nominated 

I 
I 

III 
II 
II 
II 
III 

58 
54 

70 
64 
55 
58 
56 

Chief Executive Officer and Director 
Director 

Chairman of the Board 
Director 
Director 
Director 
Director 

2021 
2021 

2023 
2022 
2022 
2022 
2023 

2024 
2024 

— 
— 
— 
— 
— 

Nominees for Election as Class I Directors 

Mark D. McClain co-founded SailPoint in December 2005 and has served as our Chief Executive Officer and 

on our Board since that time. He 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. His 
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. 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. 

Tracey E. Newell has served on our Board since March 2019. She 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. In December 2020, Ms. Newell joined the board of directors of 
Sumo Logic, Inc. (NASDAQ: SUMO) and previously served as a member of the Informatica board of directors from 
June 2016 to June 2018. Prior to joining Informatica, Ms. Newell was Executive Vice President of global field 
operations at Proofpoint, an enterprise security software and solutions company, from August 2013 until June 2018. 

4 

 
 
 
 
 
 
 
 
 
 
Before Proofpoint, from July 2011 to August 2013, Ms. Newell was Executive Vice President, Global Sales at 
Polycom. She has also held sales leadership positions at Juniper Networks and at Cisco WebEx. Ms. Newell holds a 
B.A. in Business Economics from the University of California, Santa Barbara. 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 

William G. Bock has served on our Board 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 Internet 
of Things, internet infrastructure, industrial, consumer and automotive markets, since 2011. In addition, he has 
served on the board of directors of SolarWinds (NYSE: SWI) since October 2018 and was appointed as chairman of 
its board in August 2020. From 2013 to his retirement in 2016, Mr. Bock served as the President of Silicon Labs. He 
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, and previously held senior executive positions with various venture-backed 
companies. Mr. Bock began his career with Texas Instruments (NASDAQ: TXN). Mr. Bock holds a B.S. in 
Computer Science from Iowa State University and an M.S. in Industrial Administration from Carnegie Mellon 
University. 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. 

Cam McMartin has served on our Board since January 2020 and previously served as our Chief Operating 
Officer from May 2019 until his retirement in December 2019 and as our Chief Financial Officer from 2011 to May 
2019. In January 2021, he joined the board of directors of Thoma Bravo Advantage (NYSE: TBA), a special 
purpose acquisition company. Mr. McMartin formerly served as Managing Director and Chief Financial Officer for 
CenterPoint Ventures, a $425 million venture capital group. Before CenterPoint Ventures, Mr. McMartin held senior 
financial management positions with a number of corporations, including Chief Financial Officer at Convex 
Computer (NYSE: CNX) and Senior VP, Operations at Dazel. Mr. McMartin holds a B.A. in Business 
Administration from Trinity University and an M.B.A. from the University of Michigan. The Board believes that 
Mr. McMartin’s extensive industry and Company experience, along with his financial and cybersecurity expertise, 
qualify him to serve as a director. 

Heidi M. Melin has served on our Board since January 2019. She served as the Chief Marketing Officer of 
Workfront Inc., a cloud-based company that develops enterprise work management software, from February 2018 
until January 2021 when Workfront was acquired by Adobe. From June 2013 to January 2018, Ms. Melin served as 
the Chief Marketing Officer of Plex Systems, Inc., a cloud Enterprise Resource Planning (“ERP”) technology 
company that delivers plant floor‑focused ERP to manufacturers. From May 2012 to March 2013, Ms. Melin served 
as Senior Vice President and Chief Marketing Officer at Eloqua, Inc., a provider of innovative marketing automation 
and revenue performance management solutions that was later acquired by Oracle Corporation. She served as 
Executive Vice President and Chief Marketing Officer at Taleo Corporation, a cloud‑based talent management 
platform, from May 2011 to April 2012. From September 2007 to February 2011, Ms. Melin served as Senior Vice 
President and Chief Marketing Officer at Polycom, Inc., a global leader in voice and video collaboration solutions. 
From June 2005 to June 2007, Ms. Melin was the Chief Marketing Officer at Hyperion Solutions Corporation.  She 
also previously served on the board of directors and the human resources committee of Accelrys, Inc., a public 
reporting company prior to its acquisition by Dassault Systèmes SA, from July 2013 to April 2014. Ms. Melin holds 
a B.A. in Political Science and Organizational Psychology from Willamette University. The Board believes that Ms. 
Melin’s extensive marketing and industry experience as well as her prior board experience qualify her to serve as a 
director. 

James M. Pflaging has served on our Board since January 2015. Mr. Pflaging is the sole Managing Partner at 

Cynergy Partners Inc. (“Cynergy Partners”), a cybersecurity advisory firm he founded in March 2018, where he 
works closely with technology companies and investors to identify, acquire, and build companies and advises boards 
of directors and executives on assessing risk and improving their cyber governance. Currently, he serves on the 
board of directors of several private technology companies. Prior to founding Cynergy Partners, from January 2012 
to March 2018, Mr. Pflaging was employed by The Chertoff Group, a security advisory firm that provides risk 
management, business strategy and merger and acquisition advisory services. While employed by The Chertoff 
Group, from April 2014 until March 2018, Mr. Pflaging was a Principal, a member of its Operating Committee and 

5 

responsible for its strategy practice, and, beginning in 2017, he assumed leadership for its technology vertical. Mr. 
Pflaging has over 30 years of Silicon Valley experience, including 15 years as CEO of cybersecurity and data 
management companies. Mr. Pflaging holds a B.S. in Commerce with dual concentrations in Finance and Marketing 
from the University of Virginia. The Board believes that Mr. Pflaging’s management and extensive industry 
experience qualify him to serve as a director. 

Michael J. Sullivan has served on our Board since November 2017. He served as the Chief Financial Officer at 

Ping Identity (NYSE: PING), an identity security company, from March 2013 until his retirement in December 
2016, and his tenure there culminated in the successful sale of Ping Identity to Vista Equity Partners. Prior to joining 
Ping Identity, Mr. Sullivan spent 12 years as the Executive Vice President and Chief Financial Officer of IHS Inc. 
(now IHS Markit Ltd.) (“IHS”), a business information services company (NASDAQ: INFO, formerly NYSE: IHS), 
which he helped take public and where he worked closely with the audit committee of its board of directors. Prior to 
joining IHS, Mr. Sullivan spent three years with the Coors Brewing Company (NYSE: TAP), a consumer-packaged 
goods company, directing the corporate accounting function and leading corporate planning and analysis efforts. He 
began his career with Price Waterhouse, LLP in New York and Denver, managing the firm’s participation in more 
than 30 domestic and international mergers and acquisitions, working with a variety of financial and strategic 
buyers. Mr. Sullivan also served in Price Waterhouse’s audit practice, managing financial audits and audit 
committee representation for both public and private companies. In addition, Mr. Sullivan has served on the boards 
of directors and chaired the audit committees of two private equity-backed portfolio companies: Vertafore (a SaaS 
company), from April 2011 to December 2013, and SNL Financial (a business information services company), from 
December 2011 to April 2014. Mr. Sullivan holds a B.A. in Business Administration and Accounting from the 
University of Iowa. The Board believes that Mr. Sullivan’s extensive management, financial and industry experience 
as well as his prior board and audit committee experience qualify him to serve as a director.  

Vote Required 

The two 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. 

The Board recommends a vote “FOR” the election of each of the director nominees. 

6 

 
 
Composition of the Board  

CORPORATE GOVERNANCE 

In accordance with our charter and bylaws, the Board is divided into three classes with staggered three-year 
terms. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose 
terms have expired. Our charter provides that the authorized number of directors will be fixed by the affirmative 
vote of the directors then in office, and newly created directorships and vacancies may be filled by the Board.  

Director Independence 

The Board has undertaken a review of the independence of each director. Based on information provided by 
each director concerning his or her background, employment and affiliations, the Board has determined that none of 
our directors (other than Messrs. McClain and McMartin) have relationships that would interfere with the exercise 
of independent judgment in carrying out the responsibilities of a director and that each of our directors (other than 
Messrs. McClain and McMartin) is “independent” as that term is defined under the listing standards of the NYSE. In 
making these determinations, the Board considered the current and prior relationships that each non-employee 
director has with the Company and all other facts and circumstances the Board deemed relevant in determining their 
independence and eligibility to serve on the committees of the Board, including the transactions involving them 
described in the section titled “Certain Relationships and Related Party Transactions.” 

Leadership Structure of the Board of Directors 

The offices of Chairman of the Board and Chief Executive Officer are presently separated. Our bylaws and 

corporate governance guidelines, which do not require the separation of our Chairman of the Board and Chief 
Executive Officer positions, allow the Board to determine the board leadership structure that is appropriate for us at 
any given point in time, taking into account the dynamic demands of our business, our senior executive personnel 
and other factors. 

The Board believes that the separation of the Chairman of the Board and Chief Executive Officer roles currently 
provides the most efficient and effective leadership model for the Company as it encourages free and open dialogue 
regarding competing views and provides for strong checks and balances. Specifically, the balance of powers among 
our Chief Executive Officer and Chairman of the Board facilitates the active participation of our independent 
directors and enables our Board to provide more effective oversight of management.  

Pursuant to our corporate governance guidelines, if the offices of Chairman of the Board and Chief Executive 

Officer are combined, the Board shall have a lead director (the “Lead Director”) designated by the independent 
directors to provide, in conjunction with the Chairman of the Board and Chief Executive Officer, leadership and 
guidance to the Board. The Lead Director would serve as a liaison between the Chairman of the Board and the 
independent directors and preside at all meetings of the Board at which the Chairman of the Board is not present, 
unless the other directors determine otherwise. Additionally, the Lead Director would coordinate the nature, quality, 
quantity and timeliness of, and have the authority to approve, information sent to the Board in advance of meetings, 
would also have the authority to approve the agendas for meetings and would have such other responsibilities as are 
described in our corporate governance guidelines and as designated from time to time by the Board.  

Communications by Stockholders and Other Interested Parties with the Board  

Stockholders and other interested parties may contact any individual director, the Lead Director (if any), the 
Chairman of the Board, the Board as a group, or a committee or subset of the Board by sending mail to: Board of 
Directors, SailPoint Technologies Holdings, Inc., 11120 Four Points Drive, Suite 100, Austin, Texas 78726, 
Attention: Corporate Secretary; by e-mail at investor@sailpoint.com; or by telephone at (512) 664-8916. 

All such concerns will be forwarded to the appropriate director or directors for review and will be 
simultaneously reviewed and addressed by the Company’s Corporate Secretary. The status of all outstanding 
concerns will be reported to the Board on a quarterly basis. The Board or the Audit Committee may direct special 
treatment, including the retention of outside advisors or counsel, for any concern addressed to them. The Company 
will not take any adverse action, and will not tolerate any retaliation, against any person for asking questions or 

7 

making good faith reports of possible violations of law, Company policy or the Company’s code of business conduct 
and ethics. 

Board Committees 

The Board has established four standing committees: the Audit Committee, the Compensation Committee, the 
Nominating and Corporate Governance Committee and the Cybersecurity Committee.  The composition, duties and 
responsibilities of each of these committees are described below. Each of these committees reports to the Board as 
provided in the applicable committee charter, as they deem appropriate and as the Board may request. The Board 
may establish such other committees as it deems appropriate from time to time. 

The following table provides information on the Board’s current committee memberships. 

Name 

William G. Bock 
Cam McMartin 
Heidi M. Melin 
Tracey E. Newell 
James M. Pflaging 
Michael J. Sullivan 

Compensation 
Committee 

X 

Chair 
X 

Audit Committee 

X 

X 
Chair 

Nominating and 
Corporate 
Governance 
Committee 

Cybersecurity 
Committee 

X 

Chair 
X 

X 
X 

Chair 
X 

Our corporate governance guidelines, along with our code of business conduct and ethics and the charters for 
our Audit, Compensation, Nominating and Corporate Governance and Cybersecurity Committees, are available on 
our website at investors.sailpoint.com/leadership-and-governance/governance-documents. Stockholders may also 
obtain copies of these documents upon written request to SailPoint Technologies Holdings, Inc., Attn: Investor 
Relations, 11120 Four Points Drive, Suite 100, Austin, Texas 78726 or by e-mail to investor@sailpoint.com. 

Audit Committee 

Each member of the Audit Committee is financially literate, as required by the NYSE listing standards. In 
addition, the Board has determined that Messrs. Bock, McMartin, Pflaging and Sullivan each qualifies as an “audit 
committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities 
Act of 1933, as amended (the “Securities Act”). The Board has also determined that Messrs. Bock, Pflaging and 
Sullivan each meets the additional independence standards of the NYSE and the Securities Exchange Commission 
(the “SEC”) applicable to members of audit committees.  

The Audit Committee, which operates under a written charter that satisfies the applicable rules and regulations 

of the SEC and the listing standards of the NYSE, is, among other things, responsible for: 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

selecting a qualified firm to serve as the independent registered public accounting firm to audit our 
financial statements; 

helping to ensure the independence and performance of the independent registered public accounting firm; 

discussing the scope and results of the audit with the independent registered public accounting firm, and 
reviewing, with management and the independent registered public accounting firm, our interim and year-
end operating results; 

developing procedures for employees to submit concerns anonymously about questionable accounting or 
audit matters; 

reviewing our policies on risk assessment and risk management; 

reviewing related party transactions; and 

8 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(cid:120) 

approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de 
minimis non-audit services, to be performed by the independent registered public accounting firm. 

Compensation Committee 

The Board has determined that each member of the Compensation Committee meets the additional 

independence standards of the NYSE and SEC applicable to members of compensation committees. The 
Compensation Committee, which operates under a written charter, is, among other things, responsible for: 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

reviewing and approving the goals and objectives relating to the compensation of our executive officers, 
including any long-term incentive components of our compensation programs; 

evaluating the performance of our executive officers in light of the goals and objectives of our 
compensation programs and determining each executive officer’s compensation based on such evaluation; 

assessing and advising the board of directors regarding succession planning for the CEO, and consulting 
with the CEO on succession planning for our executive officers; 

reviewing the operation and efficacy of our executive compensation programs in light of their goals and 
objectives; 

reviewing and assessing risks arising from our compensation programs; 

reviewing and recommending to the board of directors the appropriate structure and amount of 
compensation for our directors; 

reviewing and approving, subject, if applicable, to stockholder approval, material changes in our employee 
benefit plans;  

reviewing and providing guidance to the Board and management about the Company’s policies, programs, 
and initiatives for diversity and inclusion; and 

(cid:120) 

establishing and periodically reviewing policies for the administration of our equity compensation plans. 

The Compensation Committee has complete authority to retain and terminate outside counsel, compensation 
consultants, or other experts or consultants, as it deems appropriate, including complete authority to approve their 
fees and other retention terms. However, the Compensation Committee may only select such outside counsel, 
compensation consultants, or other experts or consultants after taking into consideration all factors relevant to that 
entity or person’s independence from management, including the factors enumerated in the applicable exchange 
rules. 

The Compensation Committee has retained Compensia, Inc. (“Compensia”) to provide independent 
compensation consulting support. Compensia has provided market information on compensation trends and 
practices and makes compensation recommendations based on competitive data of a peer group of companies. 
Compensia is also available to perform special projects at the Compensation Committee’s request. Compensia 
provides analyses and recommendations that inform the Compensation Committee’s decisions but does not decide 
or approve any compensation actions. As needed, the Compensation Committee may also consult with Compensia 
on other compensation-related matters. Compensia reports exclusively to the Compensation Committee and does not 
provide any additional services to the Company. The Compensation Committee has assessed the independence of 
Compensia pursuant to applicable SEC and NYSE rules and concluded that Compensia’s work for the 
Compensation Committee does not raise any conflict of interest. 

The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to 

one or more designated members of the Compensation Committee. The Compensation Committee may delegate to 
one or more executive officers the authority to make grants of equity-based compensation to eligible individuals 
who are not executive officers and to administer the Company’s equity-based compensation plans. Any executive 

9 

officer to whom the Compensation Committee grants such authority must regularly report to the Compensation 
Committee grants so made and the Compensation Committee may revoke any delegation of authority at any time.  

Nominating and Corporate Governance Committee 

The Board has determined that each member of the Nominating and Corporate Governance Committee meets 
the independence standards of the NYSE.  The Nominating and Corporate Governance Committee, which operates 
under a written charter, is, among other things, responsible for: 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

identifying, evaluating and recommending qualified nominees to serve on the Board; 

considering and making recommendations to the Board regarding the composition of the committees of the 
Board; 

instituting plans or programs for the continuing education of the Board and orientation of new directors; 

developing and making recommendations to the Board regarding corporate governance guidelines and 
matters;  

periodically reviewing, assessing and discussing with management the Company’s policies and programs 
concerning corporate social responsibility, including environmental, social and governance matters; and 

overseeing periodic evaluations of the Board’s performance, including committees of the Board and 
management. 

Cybersecurity Committee 

The Cybersecurity Committee, which operates under a written charter, is, among other things, responsible for 

reviewing and advising on the following matters: 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

the effectiveness of our cybersecurity programs and our practices for identifying, assessing and mitigating 
cybersecurity risks across our products, services and business operations; 

our controls, policies and guidelines to prevent, detect and respond to cyber attacks or data breaches 
involving our products, services and business operations; 

our security strategy and technology planning processes; 

the safeguards used to protect the confidentiality, integrity, availability and resiliency of our products, 
services and business operations; 

our cyber crisis preparedness, security breach and incident response plans, communication plans, and 
disaster recovery and business continuity capabilities; 

our compliance with applicable information security and data protection laws and industry standards, 
including our ISO 27001 Certification and SOC 2 Type 2 Report;  

new or updated legal implications of security, data privacy and/or other regulatory or compliance risks to us 
or our products, services or business operations; and 

our cybersecurity budget, investments, training and staffing levels to ensure they are sufficient to sustain 
and advance successful cybersecurity and industry compliance programs, including company-wide 
information and security training. 

Risk Oversight 

The Board is responsible for overseeing our risk management process. The Board focuses on our general risk 

management strategy and the most significant risks facing us and oversees the implementation of risk mitigation 

10 

strategies by management. The Board, including through its committees, is also apprised of particular risk 
management matters in connection with its general oversight and approval of corporate matters and significant 
transactions. 

The Board does not have a standing risk management committee, but rather we administer this oversight 
function directly through the Board as a whole. In particular, the Board is responsible for monitoring and assessing 
strategic risk exposure. Such responsibility is facilitated in part by the Audit Committee, which receives reports 
from management, the internal audit team, and the Company’s independent registered public accounting firm; the 
Compensation Committee, which assesses and monitors whether any of our compensation policies and programs 
have the potential to encourage unnecessary risk-taking; the Nominating and Corporate Governance Committee, 
which monitors the effectiveness of our corporate governance guidelines; and the Cybersecurity Committee, which 
oversees our policies, plans and programs relating to cybersecurity and data protection risks associated with our 
products, services and business operations.  

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating 

and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance or 
reporting levels. 

Code of Business Conduct and Ethics 

We have adopted a written code of business conduct and ethics that applies to our directors, officers and other 

employees, including our principal executive officer, principal financial officer, principal accounting officer and 
controller (or persons performing similar functions). We have posted a current copy of the code on our website at 
investors.sailpoint.com/leadership-and-governance/governance-documents. In addition, we intend to post on our 
website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or 
waivers from, any provision of the code. 

Director Recommendations 

Director Qualification Standards and Selection Criteria 

The Nominating and Corporate Governance Committee, in recommending director candidates, and the Board, 
in nominating director candidates, will evaluate candidates in accordance with the qualification standards set forth in 
our corporate governance guidelines. Pursuant to our corporate governance guidelines, directors should possess the 
highest personal and professional ethics, integrity and values and be committed to representing the long-term 
interests of our stockholders. They also should be intelligent, inquisitive and objective in thought and have practical 
wisdom and mature judgment and a willingness to gain an understanding of the Company, its competitive position 
in its industry and its business strategy. Directors must be willing to devote sufficient time to carrying out their 
duties and responsibilities effectively and should be committed to serving on the Board for an extended period of 
time. Along with the selection criteria described above, some of the other qualifications that the Nominating and 
Corporate Governance Committee considers include, without limitation, independence, diversity, skills, education, 
expertise, business experience, length of service, understanding of the Company and industry and other 
commitments. While we do not have a formal diversity policy for directors, the Nominating and Corporate 
Governance Committee generally considers the diversity of director candidates in terms of knowledge, geography, 
age, gender, ethnicity, experience, background, skills, expertise and other demographic factors. 

Stockholder Nominations 

The Nominating and Corporate Governance Committee will consider director candidates recommended by 

stockholders in the same manner it considers other candidates, but it has no obligation to recommend such 
candidates. A stockholder that wants to recommend a candidate for election to the Board should send a 
recommendation in writing to SailPoint Technologies Holdings, Inc., c/o Corporate Secretary, 11120 Four Points 
Drive, Suite 100, Austin, Texas 78726. Such recommendation should describe the candidate’s qualifications and 
other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. 

Stockholders may also nominate directors at an annual meeting by adhering to the advance notice procedure 

described under “Submission of Stockholder Proposals” elsewhere in this Proxy Statement. 

11 

Compensation Committee Interlocks and Insider Participation 

None of the members of the Compensation Committee in 2020 was an officer or employee of the Company in 

2020, nor have they ever been an officer or employee of the Company. None of our executive officers currently 
serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity 
that has one or more executive officers serving on the Board or Compensation Committee. 

Family Relationships 

There are no family relationships among any of our directors or executive officers. 

Board and Annual Meetings 

The Board meets on a regularly scheduled basis during the year to review significant developments affecting the 

Company and to act on matters requiring their approval. It also holds special meetings when important matters 
require action between regularly scheduled meetings. During 2020, the Board held seven meetings. The Audit 
Committee held six meetings, the Compensation Committee held four meetings, the Nominating and Corporate 
Governance Committee held five meetings, and the Cybersecurity Committee held four meetings in 2020. Each 
incumbent director attended at least 75% of the aggregate number of meetings held by the Board and the committees 
of the Board for the period for which such director served on the Board or committee(s), if applicable, during 2020. 

The Board regularly holds executive sessions of the non-management directors. If independent, the Chairman of 
the Board presides over such executive sessions. If the Chairman of the Board is not independent, the Lead Director 
presides over such executive sessions. Such executive sessions do not include employee directors. The Board held at 
least one executive session during 2020 that included only independent directors, consistent with NYSE rules. 

The Company’s directors are encouraged to attend our annual meetings of stockholders, but we do not currently 

have a policy relating to directors’ attendance at these meetings. Each member of the Board attended our 2020 
Annual Meeting of Stockholders.  

Corporate Responsibility  

We believe that operating our company in an environmentally and socially responsible manner will help drive 
long-term value for our stockholders. Consistent with this belief and our core values (Innovation, Integrity, Impact 
and Individuals), we recognize that we have a meaningful opportunity to provide value to all of our stakeholders, 
including through maintaining good governance practices and oversight, promoting a safe, positive, diverse and 
inclusive environment for all of our crew members to work in, investing in and supporting our communities and 
being mindful of our impact on the environment.  

Governance and Oversight 

We believe that good corporate governance provides a strong foundation for operating our business in a manner 

that is fair, ethical and responsible and is therefore essential to the long-term success of our company. Our Board 
and its committees help set the tone for our company in this regard, as they regularly review and, as appropriate, 
update various corporate governance and other key policy documents in light of current regulations and best 
practices. They are focused on and devote substantial attention to matters of corporate responsibility, including 
environmental, social and governance (“ESG”) matters, and pursuant to its charter, our Nominating and Corporate 
Governance Committee has oversight over the Company’s ESG efforts.   

Our Corporate Governance Guidelines emphasize the importance of considering potential director candidates’ 

diversity, including geographic, age, gender, and ethnic diversity, among other factors, and the Compensation 
Committee of our Board routinely reviews and provides guidance to the Board and management about SailPoint’s 
policies, programs, and initiatives for diversity and inclusion. As mentioned above, you can find certain of our 
governance documents on our website at investors.sailpoint.com/leadership-and-governance/governance-
documents. 

Since our initial public offering in 2017, three directors affiliated with our former equity sponsor rolled off our 

Board and have been replaced by three new directors, including two women. Half of our Board committees are 

12 

chaired by women, and the average tenure of directors from the time we went public through the Record Date is 2.6 
years. As reflected in the following graph, we believe that our directors represent a wide range of skills and 
experiences, which allows them to offer a variety of perspectives in fulfilling their responsibilities on the Board: 

B O A R D   S K I L L S   &   E X P E R I E N C E

Accounting

Business Development and M&A

Executive Management

Finance

3

International

Government, Legal and Regulatory

Human Capital

Risk Management

Sales and Marketing

Technology Industry

5

5

5

7

7

7

6

6

6

# of Directors with relevant skill or experience (out ot 7 total)

People 

Our people are our greatest asset, and each of our core values is designed to support this foundational tenet of 
our business model, because we recognize that each crew member’s unique characteristics and talents are what make 
us the company we are today. We think team member engagement is critical to maintaining a positive culture, and 
our annual team member engagement survey helps us evaluate our efforts in light of our core principles. In our 
annual global employee engagement survey, our overall team member satisfaction has exceeded 90% for each of the 
last 4 years. And over the last 10 years, we’ve been consistently recognized as a “best place to work” by various 
organizations such as Austin Business Journal, Fortune and Glassdoor.  

We believe that each individual has value and is important and should be treated respectfully, no matter their 

background, culture, ability, age, ethnicity, gender identification, race, sexual orientation, religious belief, or 
veteran’s status. We strive to foster an inclusive and diverse work environment and culture that helps enable all of 
our employees to achieve and contribute, and we put that philosophy into action by: 

(cid:120)  Constantly striving to improve inclusion and equity indicators in our talent funnel, hiring, retention and 

promotions; 

(cid:120)  Conducting pay equity reviews during our merit and equity planning process; 
(cid:120)  Focusing enablement and holding company-wide interactive trainings on recognizing and reducing 

unconscious bias, including in our interviewing and selection process;  

(cid:120)  Shifting toward a distributed talent model that facilitates global hiring, broadening the diversity of our 

talent pool; 

(cid:120)  Strengthening relationships with diversity-focused talent acquisition vendors and recruiting at historically 

Black and Latinx colleges and universities (HBCUs); 

(cid:120)  Partnering with organizations that advance racial justice in our communities; and 
(cid:120)  Encouraging the creation of and participation in employee groups that help our crew members engage with 

and support one another. 

The health and safety of our crew members and their families is of paramount importance, as is the welfare of 

our customers, partners and visitors. Our response to the COVID-19 pandemic demonstrated our commitment to 

13 

 
health and safety of our team, as we acted swiftly in accordance with our Business Continuity and Disaster Recovery 
Plan and with oversight by and collaboration with our Board to take decisive, informed action to ensure the safety of 
the SailPoint community and continuity of our business. For example, we implemented the following measures: 

(cid:120)  We acted quickly to support (and continue to support) remote work for all SailPoint employees; 
(cid:120)  We shifted all customer events and the provision of services to a virtual format; 
(cid:120)  We suspended non-essential travel to certain countries in accordance with recommendations by public 

health officials; 

(cid:120)  We reduced participation in large events and gatherings;  
(cid:120)  We introduced programs to facilitate balance and wellness for our crew members, including specific 

initiatives to assist crew members in their adjustment to a primarily virtual workplace; 

(cid:120)  We accommodated the scheduling needs of our crew members whose families were impacted by COVID-

19 illness and pandemic restrictions, including through our flexible leave policy; 

(cid:120)  We took deliberate steps to ensure that our shift to a primarily virtual workplace did not have a negative 

impact on our employee engagement;  

(cid:120)  We developed a phased re-entry plans for each of our office locations, in compliance with local regulations 

and guidelines;  

(cid:120)  We have reimagined and redesigned our workspace and protocols to make it as safe and healthy as possible 

for those of our crew members who choose or otherwise need to come to the office; and 

(cid:120)  We are following and encouraging employees and visitors to follow recommendations from the World 

Health Organization and Centers for Disease Control and Prevention, including practicing good hygiene, 
implementing social distancing and, most importantly, staying home if they feel sick or have a sick family 
member at home. 

We also strive to attract and retain our top talent by offering a competitive compensation and benefits package, 
which includes competitive base salaries, comprehensive health, welfare, income protection and long-term savings 
benefits, the opportunity to participate in our employee stock purchase plan, and incentive equity compensation and 
incentive cash plans for eligible crew members. Our headquarters and some of our other office locations are 
equipped with fitness centers and ergonomic standing desks. Our headquarters has been redesigned into a modern 
workspace, where we utilize a “hoteling” strategy that allows for social distancing and appropriate levels of 
sanitization during the pandemic, while also promoting crew member engagement and collaboration and 
accommodating flexible work arrangements, which we believe helps us maximize productivity. 

Community Involvement 

We are passionate about being good citizens in the communities where we live and work, and we have a long 
history of philanthropic giving.  In 2020, we formally established the SailPoint Gives Back Foundation to enable a 
legacy of giving, both by SailPoint and by individual crew members. Initially seeded by SailPoint and our CEO and 
Founder, Mark McClain, the SailPoint Gives Back Foundation allows for consistent and meaningful contributions to 
our communities through a thoughtful giving strategy and enables individual crew members to have their 
philanthropic contributions stretch even farther with donor matching. In addition to other traditional forms of 
philanthropic giving, we also sponsor an annual event where we invite local non-profits to make a “pitch” for their 
cause, and our crew members decide how to allocate SailPoint-sponsored financial contributions to the winning 
organizations. 

We also recognize that giving back can involve more than donating money to various philanthropic 

organizations and events. In addition to providing long-term financial support to a number of organizations in our 
communities, we encourage and give our crew members the opportunity to give back through “sweat equity,” 
providing meaningful service to worthwhile causes.  For example, our crew members have recently donated time 
and services to help build homes for those in need, harvest produce for an organization that provides food aid in the 
local community, assembled hygiene kits for a women’s shelter, sponsored a food drive, delivered meals to frontline 
healthcare workers during the height of the COVID-19 pandemic, and provided meaningful mentoring to minority 
and low-income high school students who enter and excel in STEM (science, technology, engineering and math) 
undergraduate majors and careers.  

14 

Environment 

We believe that it is important to be mindful of how our behaviors impact the environment and seek 

opportunities to promote more sustainable business practices.  One way that we strive to do this is through energy 
efficient practices and facilities.  Our headquarters is located in a LEED certified facility, which features intelligent 
design for energy efficiency, water conservation, improved indoor air quality, waste reduction and smarter materials 
selections. We regularly use efficient LED lights and adopt environmentally friendly technologies when purchasing 
new equipment.  We purchase recycled materials when feasible, utilize recycling collection bins for batteries, 
aluminum, plastic and paper in our offices, recycle toner cartridges, computer equipment and cell phones where 
possible and practicing responsible disposal when needed.  

We allow, and in many cases, encourage telecommuting, utilizing web conferencing and teleconferencing 
technologies and the issuance of company laptops to all crew members, thereby allowing employees to work from 
home and avoid the pollution and energy consumption resulting from commuting by car. We also emphasize 
efficient space utilization, which results in lower electricity and heating requirements for our offices, and we 
distribute our product documentation and literature in electronic format, use electronic signature technology and 
utilize the SEC’s “notice and access rules” for proxy distribution to help reduce the volume of paper consumed.  
Modern use of our headquarters space through a free-desking, or “hoteling” strategy, the implementation of which 
has been accelerated by COVID-19, allows us to promote collaboration and facilitate project-based work.  Coupled 
with our flexible work arrangement policy, this allows us to maximize our use of the square footage at our 
headquarters, thereby minimizing our carbon footprint.  

15 

 
 
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC 
ACCOUNTING FIRM 

The Audit Committee has selected Grant Thornton LLP (“Grant Thornton”) to be the Company’s independent 

registered public accounting firm for the fiscal year ending December 31, 2021, and recommends that the 
stockholders vote for ratification of such appointment. Grant Thornton has been engaged as our independent 
registered public accounting firm since 2010. As a matter of good corporate governance, the Audit Committee has 
requested the Board to submit the selection of Grant Thornton as the Company’s independent registered public 
accounting firm for fiscal year 2021 to the Company’s stockholders for ratification. In the event of a negative vote 
on such ratification, the Audit Committee will reconsider its selection. We expect representatives of Grant Thornton 
to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if 
they desire to do so and will be available to respond to appropriate questions. 

Audit and Related Fees 

The following table sets forth the aggregate fees billed for various professional services rendered by Grant 

Thornton: 

Audit Fees (1) ..............................................................................................................................  
Audit-Related Fees ......................................................................................................................  
Tax Fees ......................................................................................................................................  
All Other Fees .............................................................................................................................  
Total Fees ....................................................................................................................................  

$ 
$ 
$ 
$ 
$ 

2020 

2019 

1,395,596 
— 
— 
— 
1,395,596 

$ 
$ 
$ 
$ 
$ 

2,021,560 
— 
— 
— 
2,021,560 

(1)  Consists of fees for the annual audit and quarterly reviews and financial reporting consultations. For fiscal year 2019, this category also 

includes fees for services incurred in connection with our offering of convertible senior notes.  

Pre-Approval Policy 

The  charter  of  the  Audit  Committee  requires  that  the  Audit  Committee  review  the  estimated  fees  of  Grant 
Thornton’s audit, audit-related, tax and other permitted non-audit services and requires that the Audit Committee, or 
a member thereof with designated authority, pre-approve any services provided to the Company by Grant Thornton. 
All of the services listed in the above table for fiscal year 2020 were approved in accordance with the charter and 
policies of the Audit Committee. 

Vote Required 

Approval of this proposal requires the affirmative vote of a majority of voting power of common stock present 

in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will count the 
same as votes against this Proposal No. 2. 

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 ratification of the appointment of Grant Thornton LLP in this 
Proposal No. 2. 

The Board recommends a vote “FOR”  
the ratification of the appointment of Grant Thornton LLP. 

16 

 
 
 
 
 
PROPOSAL NO. 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER 
COMPENSATION 

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 
consistent with the overwhelming support of our stockholders at our 2020 Annual Meeting of Stockholders to hold 
such vote annually, we are providing our stockholders with the opportunity to cast a non-binding advisory vote on a 
resolution to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement. 
Stockholders are being asked to vote on the following resolution: 

RESOLVED, that the stockholders approve the compensation of SailPoint’s Named Executive Officers as 
disclosed in its Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to Item 402 of 
Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and other 
executive compensation disclosures. 

The Compensation Discussion and Analysis section of this Proxy Statement and the accompanying tables and 

narrative provide a comprehensive review of our executive compensation program, objectives, factors and rationale. 
We urge you to read this disclosure before voting on this non-binding proposal. As described in detail in such 
disclosure, our executive compensation program is designed to attract and retain highly competent, motivated 
executives and reward them for superior performance, consistent with creating long-term stockholder value. The 
Compensation Committee believes that our executive compensation program, with its balance of guaranteed salary, 
performance-based cash bonuses and time-vesting equity awards promote retention and reward sustained 
performance that is aligned with long-term stockholder interests.  

While this vote on executive compensation is non-binding and solely advisory in nature, the Board and the 
Compensation Committee will review and consider the voting results when making future decisions regarding our 
executive compensation program. We expect that the next stockholder advisory vote to approve Named Executive 
Officer compensation will occur at our 2022 Annual Meeting of Stockholders. 

Vote Required  

Approval of this proposal requires the affirmative vote of a majority of voting power of common stock present 

in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-
votes will count the same as votes against this Proposal No. 3.  

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” this Proposal No. 3.  

The Board recommends a vote “FOR” the resolution approving, on a non-binding advisory basis, our named 
executive officer compensation. 

17 

 
 
(cid:40)(cid:59)(cid:40)(cid:38)(cid:56)(cid:55)(cid:44)(cid:57)(cid:40)(cid:3)(cid:50)(cid:41)(cid:41)(cid:44)(cid:38)(cid:40)(cid:53)(cid:54)(cid:3)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:73)(cid:82)(cid:79)(cid:79)(cid:82)(cid:90)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:53)(cid:72)(cid:70)(cid:82)(cid:85)(cid:71)(cid:3)(cid:39)(cid:68)(cid:87)(cid:72)(cid:17)(cid:3)

(cid:49)(cid:68)(cid:80)(cid:72)(cid:3)

(cid:48)(cid:68)(cid:85)(cid:78)(cid:3)(cid:48)(cid:70)(cid:38)(cid:79)(cid:68)(cid:76)(cid:81)(cid:3)
(cid:45)(cid:68)(cid:86)(cid:82)(cid:81)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)
(cid:48)(cid:68)(cid:87)(cid:87)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)
(cid:38)(cid:75)(cid:85)(cid:76)(cid:86)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)(cid:3)
(cid:42)(cid:85)(cid:68)(cid:71)(cid:92)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)

(cid:36)(cid:74)(cid:72)(cid:3)(cid:74)
(cid:24)(cid:27)
(cid:23)(cid:28)(cid:3)
(cid:25)(cid:22)
(cid:23)(cid:27)(cid:3)
(cid:23)(cid:23)

(cid:51)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)

(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:58)(cid:82)(cid:85)(cid:79)(cid:71)(cid:90)(cid:76)(cid:71)(cid:72)(cid:3)(cid:41)(cid:76)(cid:72)(cid:79)(cid:71)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:86)(cid:72)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:54)(cid:72)(cid:70)(cid:85)(cid:72)(cid:87)(cid:68)(cid:85)(cid:92)(cid:3)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:51)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:3)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:81)(cid:68)(cid:85)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:79)(cid:82)(cid:86)(cid:88)(cid:85)(cid:72)(cid:3)(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:69)(cid:82)(cid:88)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)

(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3)(cid:54)(cid:72)(cid:72)(cid:3)(cid:179)(cid:51)(cid:85)(cid:82)(cid:83)(cid:82)(cid:86)(cid:68)(cid:79)(cid:3)(cid:49)(cid:82)(cid:17)(cid:3)(cid:20)(cid:3)(cid:178)(cid:3)(cid:40)(cid:79)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:178)(cid:3)(cid:38)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:76)(cid:81)(cid:74)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:180)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:69)(cid:82)(cid:88)(cid:87)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)
(cid:48)(cid:70)(cid:38)(cid:79)(cid:68)(cid:76)(cid:81)(cid:17)

Jason Ream(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:45)(cid:88)(cid:81)(cid:72)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:17)(cid:3)(cid:51)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)

(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:48)(cid:76)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:70)(cid:75)(cid:3)(cid:43)(cid:82)(cid:79)(cid:71)(cid:76)(cid:81)(cid:74)(cid:86)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:15)(cid:3)(cid:68)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:76)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:86)(cid:82)(cid:73)(cid:87)(cid:90)(cid:68)(cid:85)(cid:72)(cid:3)
(cid:86)(cid:82)(cid:79)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:45)(cid:88)(cid:81)(cid:72)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:17)(cid:3)(cid:41)(cid:85)(cid:82)(cid:80)(cid:3)(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:87)(cid:82)(cid:3)(cid:48)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:53)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:92)(cid:3)(cid:50)(cid:39)(cid:36)(cid:15)(cid:3)(cid:47)(cid:47)(cid:38)(cid:15)(cid:3)(cid:68)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:72)(cid:16)(cid:71)(cid:76)(cid:86)(cid:70)(cid:82)(cid:89)(cid:72)(cid:85)(cid:92)(cid:3)(cid:86)(cid:82)(cid:73)(cid:87)(cid:90)(cid:68)(cid:85)(cid:72)(cid:3)(cid:86)(cid:82)(cid:79)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)(cid:3)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:75)(cid:72)(cid:79)(cid:71)(cid:3)(cid:89)(cid:68)(cid:85)(cid:76)(cid:82)(cid:88)(cid:86)(cid:3)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)
(cid:54)(cid:82)(cid:79)(cid:68)(cid:85)(cid:58)(cid:76)(cid:81)(cid:71)(cid:86)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:15)(cid:3)(cid:68)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:44)(cid:55)(cid:3)(cid:76)(cid:81)(cid:73)(cid:85)(cid:68)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:86)(cid:82)(cid:73)(cid:87)(cid:90)(cid:68)(cid:85)(cid:72)(cid:15)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:19)(cid:28)(cid:3)(cid:87)(cid:82)(cid:3)(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:50)(cid:70)(cid:87)(cid:82)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:22)(cid:3)(cid:87)(cid:82)(cid:3)(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:15)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:42)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)
(cid:54)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:50)(cid:70)(cid:87)(cid:82)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:21)(cid:3)(cid:87)(cid:82)(cid:3)(cid:50)(cid:70)(cid:87)(cid:82)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:22)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:55)(cid:82)(cid:82)(cid:79)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:20)(cid:3)(cid:87)(cid:82)(cid:3)(cid:50)(cid:70)(cid:87)(cid:82)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:21)(cid:17)(cid:3)
(cid:51)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:82)(cid:79)(cid:68)(cid:85)(cid:58)(cid:76)(cid:81)(cid:71)(cid:86)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:90)(cid:82)(cid:85)(cid:78)(cid:72)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:45)(cid:17)(cid:51)(cid:17)(cid:3)(cid:48)(cid:82)(cid:85)(cid:74)(cid:68)(cid:81)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:76)(cid:81)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:69)(cid:68)(cid:81)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)
(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:19)(cid:25)(cid:3)(cid:87)(cid:82)(cid:3)(cid:45)(cid:68)(cid:81)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:19)(cid:19)(cid:28)(cid:17)(cid:3)(cid:3)(cid:41)(cid:85)(cid:82)(cid:80)(cid:3)(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:20)(cid:28)(cid:28)(cid:28)(cid:3)(cid:87)(cid:82)(cid:3)(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:19)(cid:25)(cid:15)(cid:3)(cid:75)(cid:72)(cid:3)(cid:75)(cid:72)(cid:79)(cid:71)(cid:3)(cid:89)(cid:68)(cid:85)(cid:76)(cid:82)(cid:88)(cid:86)(cid:3)(cid:85)(cid:82)(cid:79)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:69)(cid:68)(cid:81)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:87)(cid:3)(cid:56)(cid:37)(cid:54)(cid:15)(cid:3)(cid:51)(cid:76)(cid:83)(cid:72)(cid:85)
(cid:45)(cid:68)(cid:73)(cid:73)(cid:85)(cid:68)(cid:92)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:85)(cid:72)(cid:71)(cid:76)(cid:87)(cid:3)(cid:54)(cid:88)(cid:76)(cid:86)(cid:86)(cid:72)(cid:3)(cid:41)(cid:76)(cid:85)(cid:86)(cid:87)(cid:3)(cid:37)(cid:82)(cid:86)(cid:87)(cid:82)(cid:81)(cid:17)(cid:3)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:75)(cid:82)(cid:79)(cid:71)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:36)(cid:17)(cid:37)(cid:17)(cid:3)(cid:76)(cid:81)(cid:3)(cid:80)(cid:68)(cid:87)(cid:75)(cid:72)(cid:80)(cid:68)(cid:87)(cid:76)(cid:70)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:36)(cid:80)(cid:75)(cid:72)(cid:85)(cid:86)(cid:87)(cid:3)(cid:38)(cid:82)(cid:79)(cid:79)(cid:72)(cid:74)(cid:72)(cid:17)(cid:3)(cid:3)

Matt Mills(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:53)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:76)(cid:81)(cid:3)(cid:36)(cid:88)(cid:74)(cid:88)(cid:86)(cid:87)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:83)(cid:83)(cid:82)(cid:76)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)
(cid:58)(cid:82)(cid:85)(cid:79)(cid:71)(cid:90)(cid:76)(cid:71)(cid:72)(cid:3)(cid:41)(cid:76)(cid:72)(cid:79)(cid:71)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:41)(cid:72)(cid:69)(cid:85)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:19)(cid:21)(cid:20)(cid:17)(cid:3)(cid:43)(cid:72)(cid:3)(cid:69)(cid:85)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:22)(cid:19)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:85)(cid:82)(cid:79)(cid:72)(cid:17)(cid:3)(cid:37)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)
(cid:77)(cid:82)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:68)(cid:76)(cid:79)(cid:51)(cid:82)(cid:76)(cid:81)(cid:87)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:48)(cid:68)(cid:83)(cid:53)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:76)(cid:72)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:83)(cid:85)(cid:76)(cid:86)(cid:72)(cid:3)(cid:86)(cid:82)(cid:73)(cid:87)(cid:90)(cid:68)(cid:85)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:15)
(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:50)(cid:70)(cid:87)(cid:82)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:24)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)(cid:3)(cid:41)(cid:72)(cid:69)(cid:85)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:17)(cid:3)(cid:44)(cid:80)(cid:80)(cid:72)(cid:71)(cid:76)(cid:68)(cid:87)(cid:72)(cid:79)(cid:92)(cid:3)(cid:83)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:15)(cid:3)(cid:75)(cid:72)(cid:3)(cid:86)(cid:83)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:90)(cid:72)(cid:81)(cid:87)(cid:92)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:50)(cid:85)(cid:68)(cid:70)(cid:79)(cid:72)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)
(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:81)(cid:87)(cid:79)(cid:92)(cid:3)(cid:68)(cid:86)(cid:3)(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:49)(cid:82)(cid:85)(cid:87)(cid:75)(cid:3)(cid:36)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)(cid:3)(cid:54)(cid:68)(cid:79)(cid:72)(cid:86)(cid:15)(cid:3)(cid:90)(cid:75)(cid:72)(cid:85)(cid:72)(cid:3)(cid:75)(cid:72)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:86)(cid:68)(cid:90)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:27)(cid:15)(cid:19)(cid:19)(cid:19)(cid:3)(cid:72)(cid:80)(cid:83)(cid:79)(cid:82)(cid:92)(cid:72)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:86)
(cid:85)(cid:72)(cid:86)(cid:83)(cid:82)(cid:81)(cid:86)(cid:76)(cid:69)(cid:79)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:7)(cid:23)(cid:17)(cid:24)(cid:3)(cid:69)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:85)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:86)(cid:17)(cid:3)(cid:54)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:54)(cid:72)(cid:83)(cid:87)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:15)(cid:3)(cid:48)(cid:68)(cid:87)(cid:87)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:69)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:80)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
(cid:68)(cid:71)(cid:89)(cid:76)(cid:86)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:89)(cid:68)(cid:85)(cid:76)(cid:82)(cid:88)(cid:86)(cid:3)(cid:72)(cid:68)(cid:85)(cid:79)(cid:92)(cid:16)(cid:86)(cid:87)(cid:68)(cid:74)(cid:72)(cid:3)(cid:54)(cid:68)(cid:68)(cid:54)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)(cid:3)(cid:75)(cid:82)(cid:79)(cid:71)(cid:86)(cid:3)(cid:68)(cid:3)(cid:37)(cid:17)(cid:36)(cid:17)(cid:3)(cid:76)(cid:81)(cid:3)(cid:40)(cid:81)(cid:74)(cid:79)(cid:76)(cid:86)(cid:75)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:41)(cid:72)(cid:85)(cid:85)(cid:76)(cid:86)(cid:3)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:3)(cid:56)(cid:81)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:87)(cid:92)(cid:3)(cid:76)(cid:81)
(cid:48)(cid:76)(cid:70)(cid:75)(cid:76)(cid:74)(cid:68)(cid:81)(cid:17)

t

Chris Schmitt(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:86)(cid:72)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:54)(cid:72)(cid:70)(cid:85)(cid:72)(cid:87)(cid:68)(cid:85)(cid:92)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:48)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:21)(cid:19)(cid:20)(cid:26)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:83)(cid:83)(cid:82)(cid:76)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:17)(cid:3)(cid:43)(cid:72)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:21)(cid:19)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:79)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:17)(cid:3)(cid:51)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)
(cid:54)(cid:68)(cid:76)(cid:79)(cid:51)(cid:82)(cid:76)(cid:81)(cid:87)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:51)(cid:68)(cid:85)(cid:87)(cid:81)(cid:72)(cid:85)(cid:3)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:79)(cid:68)(cid:90)(cid:3)(cid:73)(cid:76)(cid:85)(cid:80)(cid:3)(cid:57)(cid:76)(cid:81)(cid:86)(cid:82)(cid:81)(cid:3)(cid:9)(cid:3)(cid:40)(cid:79)(cid:78)(cid:76)(cid:81)(cid:86)(cid:3)(cid:47)(cid:17)(cid:47)(cid:17)(cid:51)(cid:17)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:45)(cid:68)(cid:81)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:19)(cid:20)(cid:19)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)(cid:3)(cid:48)(cid:68)(cid:85)(cid:70)(cid:75)(cid:3)(cid:21)(cid:19)(cid:20)(cid:26)(cid:15)(cid:3)
(cid:83)(cid:85)(cid:68)(cid:70)(cid:87)(cid:76)(cid:70)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:76)(cid:85)(cid:80)(cid:182)(cid:86)(cid:3)(cid:38)(cid:68)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:48)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:86)(cid:3)(cid:9)(cid:3)(cid:36)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:74)(cid:85)(cid:82)(cid:88)(cid:83)(cid:17)(cid:3)(cid:43)(cid:76)(cid:86)(cid:3)(cid:83)(cid:85)(cid:68)(cid:70)(cid:87)(cid:76)(cid:70)(cid:72)(cid:3)(cid:73)(cid:82)(cid:70)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:80)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:83)(cid:88)(cid:69)(cid:79)(cid:76)(cid:70)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:85)(cid:76)(cid:89)(cid:68)(cid:87)(cid:72)(cid:3)(cid:86)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:73)(cid:72)(cid:85)(cid:76)(cid:81)(cid:74)(cid:86)(cid:15)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:76)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)
(cid:74)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:68)(cid:81)(cid:70)(cid:72)(cid:17)(cid:3)(cid:51)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:36)(cid:86)(cid:86)(cid:82)(cid:70)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3)(cid:68)(cid:87)(cid:87)(cid:82)(cid:85)(cid:81)(cid:72)(cid:92)(cid:3)(cid:68)(cid:87)(cid:3)(cid:57)(cid:76)(cid:81)(cid:86)(cid:82)(cid:81)(cid:3)(cid:9)(cid:3)(cid:40)(cid:79)(cid:78)(cid:76)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:15)(cid:3)(cid:69)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:15)(cid:3)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:79)(cid:68)(cid:90)(cid:3)(cid:73)(cid:76)(cid:85)(cid:80)(cid:3)
(cid:37)(cid:68)(cid:78)(cid:72)(cid:85)(cid:3)(cid:37)(cid:82)(cid:87)(cid:87)(cid:86)(cid:3)(cid:47)(cid:17)(cid:47)(cid:17)(cid:51)(cid:17)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)(cid:3)(cid:75)(cid:82)(cid:79)(cid:71)(cid:86)(cid:3)(cid:68)(cid:3)(cid:37)(cid:17)(cid:54)(cid:17)(cid:3)(cid:76)(cid:81)(cid:3)(cid:51)(cid:82)(cid:79)(cid:76)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:54)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:40)(cid:70)(cid:82)(cid:81)(cid:82)(cid:80)(cid:76)(cid:70)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:3)(cid:45)(cid:17)(cid:39)(cid:17)(cid:15)(cid:3)(cid:69)(cid:82)(cid:87)(cid:75)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:56)(cid:81)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:87)(cid:92)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:48)(cid:76)(cid:70)(cid:75)(cid:76)(cid:74)(cid:68)(cid:81)(cid:17)

Grady Summers(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:51)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:21)(cid:19)(cid:3)

(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:85)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:17)(cid:3)(cid:37)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:77)(cid:82)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:68)(cid:76)(cid:79)(cid:51)(cid:82)(cid:76)(cid:81)(cid:87)(cid:15)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:3)(cid:81)(cid:88)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:85)(cid:82)(cid:79)(cid:72)(cid:86)(cid:3)
(cid:68)(cid:87)(cid:3)(cid:41)(cid:76)(cid:85)(cid:72)(cid:40)(cid:92)(cid:72)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:55)(cid:72)(cid:70)(cid:75)(cid:81)(cid:82)(cid:79)(cid:82)(cid:74)(cid:92)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:36)(cid:88)(cid:74)(cid:88)(cid:86)(cid:87)(cid:3)(cid:21)(cid:19)(cid:20)(cid:24)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)
(cid:36)(cid:83)(cid:85)(cid:76)(cid:79)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:38)(cid:79)(cid:82)(cid:88)(cid:71)(cid:3)(cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:87)(cid:76)(cid:70)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:23)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)(cid:3)(cid:36)(cid:88)(cid:74)(cid:88)(cid:86)(cid:87)(cid:3)(cid:21)(cid:19)(cid:20)(cid:24)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:90)(cid:82)
(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:69)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:75)(cid:72)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:38)(cid:79)(cid:82)(cid:88)(cid:71)(cid:3)(cid:54)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:92)(cid:3)(cid:68)(cid:87)(cid:3)(cid:48)(cid:68)(cid:81)(cid:71)(cid:76)(cid:68)(cid:81)(cid:87)(cid:3)(cid:54)(cid:82)(cid:79)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:69)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:69)(cid:92)
(cid:41)(cid:76)(cid:85)(cid:72)(cid:40)(cid:92)(cid:72)(cid:17)(cid:3)(cid:51)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:15)(cid:3)(cid:75)(cid:72)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:51)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)(cid:68)(cid:87)(cid:3)(cid:40)(cid:85)(cid:81)(cid:86)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:60)(cid:82)(cid:88)(cid:81)(cid:74)(cid:15)(cid:3)(cid:75)(cid:72)(cid:79)(cid:83)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:82)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:76)(cid:85)(cid:80)(cid:182)(cid:86)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:86)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:92)
(cid:83)(cid:85)(cid:68)(cid:70)(cid:87)(cid:76)(cid:70)(cid:72)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:44)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:54)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:92)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:11)(cid:38)(cid:44)(cid:54)(cid:50)(cid:12)(cid:3)(cid:68)(cid:87)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:40)(cid:79)(cid:72)(cid:70)(cid:87)(cid:85)(cid:76)(cid:70)(cid:15)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:86)(cid:72)(cid:72)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:3)(cid:79)(cid:68)(cid:85)(cid:74)(cid:72)(cid:3)(cid:74)(cid:79)(cid:82)(cid:69)(cid:68)(cid:79)
(cid:70)(cid:92)(cid:69)(cid:72)(cid:85)(cid:86)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:92)(cid:3)(cid:82)(cid:85)(cid:74)(cid:68)(cid:81)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:17)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)(cid:3)(cid:75)(cid:82)(cid:79)(cid:71)(cid:86)(cid:3)(cid:68)(cid:3)(cid:37)(cid:17)(cid:54)(cid:17)(cid:3)(cid:76)(cid:81)(cid:3)(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:18)(cid:38)(cid:82)(cid:80)(cid:83)(cid:88)(cid:87)(cid:72)(cid:85)(cid:3)(cid:54)(cid:92)(cid:86)(cid:87)(cid:72)(cid:80)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:51)(cid:82)(cid:79)(cid:76)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:54)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)
(cid:42)(cid:85)(cid:82)(cid:89)(cid:72)(cid:3)(cid:38)(cid:76)(cid:87)(cid:92)(cid:3)(cid:38)(cid:82)(cid:79)(cid:79)(cid:72)(cid:74)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:81)(cid:3)(cid:48)(cid:17)(cid:37)(cid:17)(cid:36)(cid:17)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:38)(cid:82)(cid:79)(cid:88)(cid:80)(cid:69)(cid:76)(cid:68)(cid:3)(cid:56)(cid:81)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:87)(cid:92)(cid:17)

(cid:20)(cid:27)

(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:39)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)

(cid:40)(cid:59)(cid:40)(cid:38)(cid:56)(cid:55)(cid:44)(cid:57)(cid:40)(cid:3)(cid:38)(cid:50)(cid:48)(cid:51)(cid:40)(cid:49)(cid:54)(cid:36)(cid:55)(cid:44)(cid:50)(cid:49)(cid:3)

(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:39)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)(cid:3)(cid:11)(cid:179)(cid:38)(cid:39)(cid:9)(cid:36)(cid:180)(cid:12)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:86)(cid:3)(cid:68)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:75)(cid:76)(cid:79)(cid:82)(cid:86)(cid:82)(cid:83)(cid:75)(cid:92)

(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:69)(cid:77)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:79)(cid:92)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:75)(cid:82)(cid:90)(cid:3)(cid:90)(cid:72)(cid:3)(cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:72)(cid:87)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)
(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:17)(cid:3)(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:38)(cid:39)(cid:9)(cid:36)(cid:3)(cid:76)(cid:86)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:3)(cid:84)(cid:88)(cid:68)(cid:79)(cid:76)(cid:87)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:70)(cid:82)(cid:81)(cid:70)(cid:72)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:75)(cid:82)(cid:90)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)
(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:72)(cid:68)(cid:85)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3)(cid:41)(cid:88)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:15)(cid:3)(cid:76)(cid:87)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:76)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:73)(cid:76)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)
(cid:73)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:72)(cid:89)(cid:68)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:71)(cid:72)(cid:70)(cid:76)(cid:86)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:74)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:91)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3)(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:51)(cid:85)(cid:82)(cid:91)(cid:92)(cid:3)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:17)(cid:3)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:179)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:180)(cid:3)(cid:80)(cid:72)(cid:68)(cid:81)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)(cid:90)(cid:75)(cid:82)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:79)(cid:76)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:69)(cid:82)(cid:89)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:179)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:180)
(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:179)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:180)(cid:3)(cid:80)(cid:72)(cid:68)(cid:81)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:76)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)
(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:15)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:82)(cid:73)(cid:3)(cid:90)(cid:75)(cid:82)(cid:80)(cid:3)(cid:90)(cid:72)(cid:85)(cid:72)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3)(cid:179)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:180)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:22)(cid:20)(cid:15)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:82)(cid:85)(cid:3)(cid:68)(cid:87)(cid:3)(cid:86)(cid:82)(cid:80)(cid:72)(cid:3)(cid:83)(cid:82)(cid:76)(cid:81)(cid:87)(cid:3)(cid:71)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:15)(cid:3)
(cid:68)(cid:86)(cid:3)(cid:68)(cid:83)(cid:83)(cid:79)(cid:76)(cid:70)(cid:68)(cid:69)(cid:79)(cid:72)(cid:17)(cid:3)

(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)

(cid:55)(cid:76)(cid:87)(cid:79)(cid:72)

(cid:48)(cid:68)(cid:85)(cid:78)(cid:3)(cid:48)(cid:70)(cid:38)(cid:79)(cid:68)(cid:76)(cid:81)
(cid:45)(cid:68)(cid:86)(cid:82)(cid:81)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)
(cid:48)(cid:68)(cid:87)(cid:87)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)
(cid:45)(cid:88)(cid:79)(cid:76)(cid:72)(cid:87)(cid:87)(cid:72)(cid:3)(cid:53)(cid:76)(cid:93)(cid:78)(cid:68)(cid:79)(cid:79)(cid:68)(cid:75) (cid:11)(cid:20)(cid:12)
(cid:38)(cid:75)(cid:85)(cid:76)(cid:86)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)
(cid:42)(cid:85)(cid:68)(cid:71)(cid:92)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)

(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:58)(cid:82)(cid:85)(cid:79)(cid:71)(cid:90)(cid:76)(cid:71)(cid:72)(cid:3)(cid:41)(cid:76)(cid:72)(cid:79)(cid:71)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:86)(cid:72)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:54)(cid:72)(cid:70)(cid:85)(cid:72)(cid:87)(cid:68)(cid:85)(cid:92)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15) (cid:51)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)

(cid:11)(cid:20)(cid:12) (cid:48)(cid:86)(cid:17)(cid:3)(cid:53)(cid:76)(cid:93)(cid:78)(cid:68)(cid:79)(cid:79)(cid:68)(cid:75)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)(cid:3)(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:17)(cid:3)(cid:3)(cid:40)(cid:68)(cid:85)(cid:79)(cid:76)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:15)(cid:3)(cid:86)(cid:75)(cid:72)(cid:3)(cid:68)(cid:81)(cid:81)(cid:82)(cid:88)(cid:81)(cid:70)(cid:72)(cid:71)(cid:3)(cid:75)(cid:72)(cid:85)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:85)(cid:72)(cid:86)(cid:76)(cid:74)(cid:81)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:75)(cid:72)(cid:85)(cid:3)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:86)(cid:3)

(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:48)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:79)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:17)(cid:3)

Executive Summary

(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:38)(cid:39)(cid:9)(cid:36)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:86)(cid:88)(cid:80)(cid:80)(cid:68)(cid:85)(cid:92)(cid:3)(cid:71)(cid:72)(cid:86)(cid:70)(cid:85)(cid:76)(cid:69)(cid:72)(cid:86)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:73)(cid:72)(cid:68)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:3)(cid:68)(cid:81)(cid:71)

(cid:86)(cid:88)(cid:80)(cid:80)(cid:68)(cid:85)(cid:76)(cid:93)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:69)(cid:72)(cid:81)(cid:72)(cid:73)(cid:76)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:76)(cid:89)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)
(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3)(cid:51)(cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:3)(cid:85)(cid:72)(cid:68)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:72)(cid:87)(cid:72)(cid:3)(cid:38)(cid:39)(cid:9)(cid:36)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:86)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:73)(cid:88)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:71)(cid:72)(cid:87)(cid:68)(cid:76)(cid:79)(cid:86)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:80)(cid:68)(cid:87)(cid:87)(cid:72)(cid:85)(cid:86)(cid:3)(cid:86)(cid:88)(cid:80)(cid:80)(cid:68)(cid:85)(cid:76)(cid:93)(cid:72)(cid:71)(cid:3)(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:17)(cid:3)

Executive Compensation Program Overview

(cid:50)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:3)(cid:76)(cid:86)(cid:3)(cid:71)(cid:72)(cid:86)(cid:76)(cid:74)(cid:81)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:87)(cid:87)(cid:85)(cid:68)(cid:70)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:75)(cid:76)(cid:74)(cid:75)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:87)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:80)(cid:82)(cid:87)(cid:76)(cid:89)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)
(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:90)(cid:68)(cid:85)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:80)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:86)(cid:88)(cid:83)(cid:72)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:70)(cid:85)(cid:72)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:16)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:17)(cid:3)(cid:44)(cid:87)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:3)(cid:80)(cid:76)(cid:91)
(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:85)(cid:72)(cid:72)(cid:3)(cid:83)(cid:85)(cid:76)(cid:80)(cid:68)(cid:85)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:82)(cid:81)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:71)(cid:72)(cid:86)(cid:70)(cid:85)(cid:76)(cid:69)(cid:72)(cid:71)(cid:3)(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:15)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:90)(cid:72)(cid:3)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:85)(cid:82)(cid:83)(cid:85)(cid:76)(cid:68)(cid:87)(cid:72)(cid:79)(cid:92)(cid:3)(cid:85)(cid:72)(cid:90)(cid:68)(cid:85)(cid:71)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:76)(cid:85)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:68)(cid:79)(cid:79)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3)(cid:68)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:87)(cid:68)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:3)(cid:83)(cid:82)(cid:85)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:87)(cid:16)(cid:85)(cid:76)(cid:86)(cid:78)(cid:15)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:16)(cid:69)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)
(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:73)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:79)(cid:76)(cid:74)(cid:81)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:182)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:85)(cid:72)(cid:86)(cid:87)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:82)(cid:86)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:88)(cid:79)(cid:87)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:3)(cid:82)(cid:69)(cid:77)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:16)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:17)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:87)(cid:75)(cid:85)(cid:72)(cid:72)(cid:3)(cid:83)(cid:85)(cid:76)(cid:80)(cid:68)(cid:85)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:82)(cid:81)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:3)(cid:68)(cid:85)(cid:72)(cid:29)

(cid:51)(cid:85)(cid:76)(cid:80)(cid:68)(cid:85)(cid:92)(cid:3)
(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:82)(cid:81)(cid:72)(cid:81)(cid:87)(cid:86)
Base Salary(cid:3)

Annual Cash Incentive(cid:3)

(cid:50)(cid:89)(cid:72)(cid:85)(cid:89)(cid:76)(cid:72)(cid:90)

(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:87)(cid:76)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:69)(cid:68)(cid:86)(cid:72)(cid:3)(cid:86)(cid:68)(cid:79)(cid:68)(cid:85)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:72)(cid:86)(cid:87)(cid:68)(cid:69)(cid:79)(cid:76)(cid:86)(cid:75)(cid:72)(cid:71)(cid:3)(cid:68)(cid:87)(cid:3)(cid:68)(cid:3)(cid:79)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:81)(cid:72)(cid:70)(cid:72)(cid:86)(cid:86)(cid:68)(cid:85)(cid:92)(cid:3)(cid:87)(cid:82)(cid:3)(cid:85)(cid:72)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:76)(cid:81)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:88)(cid:68)(cid:79)(cid:3)
(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:182)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:85)(cid:72)(cid:90)(cid:68)(cid:85)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:80)(cid:82)(cid:87)(cid:76)(cid:89)(cid:68)(cid:87)(cid:72)(cid:3)(cid:76)(cid:81)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:88)(cid:68)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:17)(cid:3)

(cid:36)(cid:81)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:73)(cid:82)(cid:70)(cid:88)(cid:86)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)(cid:82)(cid:81)(cid:3)(cid:68)(cid:70)(cid:75)(cid:76)(cid:72)(cid:89)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:83)(cid:85)(cid:72)(cid:16)(cid:72)(cid:86)(cid:87)(cid:68)(cid:69)(cid:79)(cid:76)(cid:86)(cid:75)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:87)(cid:68)(cid:85)(cid:74)(cid:72)(cid:87)(cid:86)(cid:17)(cid:3)(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:15)(cid:3)(cid:68)(cid:86)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:73)(cid:88)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:71)(cid:72)(cid:87)(cid:68)(cid:76)(cid:79)(cid:3)
(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:15)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:88)(cid:79)(cid:87)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:3)(cid:83)(cid:68)(cid:92)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:3)(cid:76)(cid:86)(cid:3)(cid:69)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:69)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:11)(cid:68)(cid:86)(cid:3)(cid:71)(cid:72)(cid:86)(cid:70)(cid:85)(cid:76)(cid:69)(cid:72)(cid:71)(cid:3)
(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:12)(cid:17)(cid:3)

Long-Term Equity Incentive(cid:3) (cid:36)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:16)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:3)(cid:82)(cid:90)(cid:81)(cid:72)(cid:85)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3)(cid:74)(cid:88)(cid:76)(cid:71)(cid:72)(cid:79)(cid:76)(cid:81)(cid:72)(cid:86)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:79)(cid:76)(cid:74)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)

(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:72)(cid:85)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:70)(cid:75)(cid:76)(cid:72)(cid:89)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:87)(cid:88)(cid:85)(cid:81)(cid:86)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:3)

(cid:20)(cid:28)

time. The long-term incentive approach currently consists of a combination of 
restricted stock units (“RSUs”) and stock options vesting over time. Ownership and 
holding requirements are based on a designated multiple of each executive’s base 
salary.  

Compensation Program Design and Governance Policies 

In addition to our three primary components of executive compensation, our executive compensation program 

includes other features that we believe are consistent with strong governance practices, including: 

What We Do 

•  Simple and Transparent Compensation Program: 

Maintain a simple and transparent executive 
compensation program that is understandable both to 
stockholders and employees and that is not overly 
complex or subject to constantly changing features 

•  Significant At-Risk, Variable Compensation 
Aligned with Performance: A significant 
percentage of annual compensation is at-risk, 
variable and performance-based 

•  Rigorous Target Setting: Rigorous performance 

•  Multi-Year Equity Vesting: Four-year vesting for 

targets for new bookings 

all executive equity awards 

•  Balanced Mix of Compensation: Balance of short-
term performance-based cash compensation and 
long-term equity awards 

•  Balanced Mix of Equity Awards: Named Executive 
Officers are granted a mix of RSUs and stock options 
vesting over time 

• 

Independent Compensation Consultant: 
Engagement by the Compensation Committee of an 
independent compensation consultant to assist with 
the Compensation Committee’s regular review of our 
executive compensation program 

•  Stock Ownership Guidelines: Executive stock 
ownership guidelines and holding requirements 

What We Do Not Do 

•  No Gross-Ups: No tax gross-ups upon a change in 

• 

control  

No Perquisites: We generally do not offer any 
supplemental executive perquisites 

•  No Repricing Options: We have never repriced 
stock options and will not reprice stock options 
without stockholder approval 

• 

No Dividends Paid on Unvested Equity: No 
prospective payment of dividends on unvested equity 
awards   

•  No Hedging or Pledging Stock: Insider Trading 
Policy that prohibits, among other things, hedging 
and pledging transactions relating to our stock  

2020 Executive Compensation Pay Mix 

As shown in the chart below, targeted direct compensation for our CEO in 2020 was 92% at-risk and variable 

compensation that is aligned with our performance, while targeted direct compensation for our other Named 
Executive Officers in 2020 was 86% at-risk and variable compensation that is aligned with our performance. These 
percentages include actual base salary for the year, targeted annual cash incentives for 2020 (calculated as described 
below) and the grant date value of the RSU and stock option awards granted to our Named Executive Officers in 

20 

  
  
2020. The stock option award portion of these figures is inherently performance-based because they only provide 
value to the recipients if the price of our stock increases following the date of grant of the awards. 

2020 Direct Compensation Components -  
CEO 

2020 Direct Compensation Components –  
Average of Other NEOs (1) 

8%

8%

84%

14%

Target LTIP (%)

9%

Target AIP (%)

Base Salary (%)

Target LTIP (%)

Target AIP (%)

Base Salary (%)

77%

(1)  Based on annualized compensation amounts and targets for NEOs who did not serve for the full year in 2020. 

2020 Executive Compensation Program Changes 

In 2020, as part of its annual process, the Compensation Committee reviewed our executive compensation 
program to ensure it continues to achieve the goals of the program and remains competitive. Based on its review, the 
Compensation Committee approved a change in the relative mixture of equity awards to the Company’s executive 
officers from 50% RSUs and 50% stock options to 65% RSUs and 35% stock options, which change became 
effective beginning with the grants made in 2020 (for other employees the relative mixture remains either 25% stock 
options and 75% RSUs or 100% RSUs). In connection with its general review of our equity program, the 
Compensation Committee determined that the change to an increased percentage of RSU awards would have the 
effect of better attracting, retaining and incentivizing our executive officers to grow the business in a way that 
increases stockholder value.  

The Compensation Committee also approved a change in the performance metrics associated with our annual 

cash incentive, or corporate bonus, plan. Historically, payout under our corporate bonus plan was based on a 
combination of non-GAAP operating income and new bookings. The Compensation Committee determined to base 
payout under the 2020 corporate bonus plan on new bookings only, as new bookings performance represents a better 
measure of the Company’s success while we shift toward placing a greater emphasis on subscription-based 
arrangements, and due to revenue recognition rules, focusing on operating income could result in misalignment with 
that business objective.  

The Compensation Committee did not make any material changes to the 2021 executive compensation 

program. However, certain changes, discussed below, were made to the peer group to be used to inform 2021 
compensation. 

In connection with our 2020 Annual Meeting of Stockholders, our stockholders voted in favor of an annual 

advisory vote to approve our executive compensation.  Consistent with that vote, we have determined that it is 
advisable to conduct the advisory vote on executive compensation on an annual basis.  We expect that the results of 
such advisory vote this year and going forward will be one of the factors that we consider on an annual basis when 
determining the design of our compensation program for our Named Executive Officers. 

Executive Compensation Philosophy and Objectives 

Our executive compensation program is designed to reward our executive officers for their overall contribution 
to company performance, including the achievement of specific annual goals. The executive compensation program 
also seeks to align executive officers’ interest with those of our stockholders by rewarding performance that meets 

21 

or exceeds established goals, with the ultimate objective of increasing long-term stockholder value. Specifically, the 
program is designed to: 

(cid:120)  Retain and attract a highly competent, motivated team of employees appropriately aligned with the long-

term interests of our stockholders;  

(cid:120)  Encourage behavior that will enhance both current year performance and long-term growth of stockholder 

value;  

(cid:120)  Provide as part of our total compensation base salary, the opportunity for a cash incentive and the 

opportunity for a mix of RSUs and stock options with four-year vesting schedules;  

(cid:120)  Require achievement of minimum performance thresholds prior to any cash incentive compensation being 

earned;  

(cid:120)  Provide competitive programs of health, welfare and retirement benefits to all employees on an equivalent 

basis; and 

(cid:120)  Make equity ownership and retention guidelines for executives and directors a key component to ensure 

alignment with long-term stockholder interests.  

Setting Executive Compensation for 2020 and Establishing Our 2020 Peer Group 

The Compensation 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 Committee in determining whether any elements or amounts of the existing compensation 
program should be modified from time to time.  

Consistent with Compensia’s recommendation, the 2020 equity award mixture for our senior officers (including 

our Named Executive Officers, with the exception of Mr. Summers) was 35% stock options and 65% RSUs (based 
on value rather than number of shares).  For these Named Executive Officers, a targeted dollar amount was 
established for the 2020 awards. The number of RSUs to be granted was determined by using 65% of such aggregate 
award value divided by the 30-trading-day average closing stock price from the date of grant. The number of stock 
options granted was determined by dividing 35% of the aggregate award value by the 30-trading-day average price 
of stock from the date of grant and then multiplying by 2. The equity granted to Mr. Summers in 2020 consisted of 
100% RSUs, consistent with current practices for executive officer new hires, and was calculated by dividing the 
award value by the 30-day average closing price of stock from the date of grant.   

In October 2019, Compensia proposed a peer group for use in the comparisons discussed above for the 2020 
compensation year.  The Compensation Committee reviewed and evaluated the proposed peer group in adopting a 
peer group consisting of the following 18 companies in our industry with comparable revenues and market 
capitalization: 

Peer Group Used for Determining 2020 Compensation 

(cid:120) 

8 x 8 Inc. 

(cid:120)  Alarm.com Holdings, 

Inc. 

(cid:120) 

 Paylocity Holding 
Corp. 

(cid:120) 

 Q2 Holdings, Inc. 

(cid:120)  Appian Corp. 

(cid:120)  Qualys, Inc. 

(cid:120)  Benefitfocus, Inc. 

(cid:120)  Rapid7, Inc. 

(cid:120)  BlackLine, Inc. 

(cid:120)  SPS Commerce Inc. 

22 

(cid:120)  Five9, Inc. 

(cid:120)  Talend S.A. 

(cid:120)  LivePerson Inc. 

(cid:120)  Varonis Systems Inc. 

(cid:120)  MobileIron, Inc. 

(cid:120)  Workiva Inc. 

(cid:120)  New Relic, Inc. 

(cid:120)  Yext, Inc. 

In November 2020, the Compensation Committee reviewed the peer group used for 2020 compensation 

decisions and made certain changes effective for compensation decisions made in 2021.  Benefitfocus and 
MobileIron were removed because their respective market capitalization was below the target range deemed to be 
comparable to our market capitalization, and they were replaced with Ping Identity Holding Corp. and Tenable 
Holdings, Inc.   

Key Elements of Our 2020 Executive Compensation Program 

The following table highlights the key elements of our 2020 executive compensation program and the primary 

purpose of each element. Each element set forth in the table below is discussed in further detail in this CD&A.  

Element 

Objectives and Basis 

Key Features 

Base Salary 

(cid:120)  Competitive base salaries are 

established at a level necessary to 
retain the individual executive’s 
services, and to reward and motivate 
individual performance. 

Annual Cash 
Incentive 

(cid:120)  Focus our executives on achievement 
of pre-established annual financial 
targets. 

(cid:120)  Align executive officers’ interests 
with those of our stockholders by 
promoting strong annual results. 

(cid:120)  Retain executive officers by providing 

competitive compensation. 

(cid:120)  Varies by executive based upon 
individual skills, experience, 
responsibilities of the position, 
performance and other factors. 

(cid:120)  Cash incentive based on achievement 

of new bookings targets. 

(cid:120)  Actual payout can vary from 0% to 
150% of the annualized target 
amount. 

Long-Term Equity 
Incentive 

(cid:120)  Link a significant portion of each 

(cid:120)  Utilizes RSUs and stock options.  

executive officer’s compensation to 
longer term performance achievement 
and stockholder returns. 

(cid:120)  Provide ownership opportunities 

which promote retention and enable us 
to attract and motivate our executive 
officers. 

(cid:120)  Retain executive officers through 

multi-year vesting of equity grants. 

(cid:120)  RSUs granted in 2020 vest 25% after 
one year and then 6.25% per quarter 
over a four-year period of continued 
service.  

(cid:120)  Stock options vest 25% after one year 
and then 1/48 per month for the 
following 36 months.  

The Compensation Committee has the authority to use its business judgment to provide for discretionary 

bonuses to the extent individual performance would warrant additional amounts. 

Base Salary 

Each Named Executive Officer’s base salary is a fixed component of annual compensation for performing 
specific job duties and functions. The Board makes adjustments to the base salary rates of the Named Executive 

23 

 
Officers upon consideration of any factors that it deems relevant, including but not limited to: (i) any increase or 
decrease in the executive’s responsibilities, (ii) the executive’s job performance, and (iii) the level of compensation 
paid to executives of other companies with which we compete for executive talent, as estimated based on publicly 
available information and the experience of members of the Board and our Chief Executive Officer.  

Base salaries are reviewed annually by our Compensation Committee, taking into account peer group 
comparisons and guidance from Compensia. The Compensation Committee assesses the individual skills, 
performance, experience, responsibilities and time in position of each Named Executive Officer. This assessment is 
typically conducted mid-year, with changes effective July 1 of that year. Below are the 2020 annual base salaries for 
our Named Executive Officers. Base salaries for 2019 and 2020 are reported as of December 31 of each year. 

Name 

2020 Annual Base Salary 

2019 Annual Base Salary 

Base Salary 

Mark McClain 
Jason Ream 
Matt Mills  
Juliette Rizkallah 
Chris Schmitt 
Grady Summers 

$ 
$ 
$ 
$ 
$ 
$ 

450,000 
380,000 
400,000 
320,000 
320,000 
380,000 

  $
  $
  $
  $
  $
  $

400,000   
350,000  
375,000   
286,000  
290,000  
—  

Annual Incentive Compensation and Process for Setting Performance Objectives 

Our Compensation Committee establishes performance targets on an annual basis with respect to our Named 
Executive Officers. As in prior years, the target bonus amounts (“target”) under our incentive plans for 2020 awards 
were based on a percentage of each executive’s base salary for 2020. Each of our Named Executive Officers 
participate in our corporate bonus plan.  

The Compensation 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 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 2020, the Compensation Committee established a target 
bonus amount of 100% of base salary for each of Messrs. McClain and Mills, 60% of base salary for each of Messrs. 
Ream and Summers and 45% of base salary for each of Ms. Rizkallah and Mr. Schmitt. For participants in the 
corporate bonus plan, the Compensation 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 2020,  new bookings determined 100% of the total bonus that could be potentially earned within the corporate 
bonus plan. The definition of new bookings for purposes of our annual bonus plans is inclusive of bookings for (a) 
license agreements, both perpetual and term, and the related initial maintenance and (b) SaaS agreements.  New 
bookings does not include (x) maintenance and SaaS renewal agreements and (y) professional services.  Term 
license and SaaS agreements are generally multi-year arrangements.  Our new bookings target assumed a three-year 
contract duration for all term licenses and SaaS agreements. The new bookings attainment calculation is based on 
the actual duration of contracted term license and SaaS agreements (but capped at three years for purposes of the 
attainment calculation).  In addition, the initial maintenance portion of our new bookings target is based on an 
assumed ratio of standard and premium maintenance bookings, based on the historical mix of agreements.  The 
actual attainment is based on the realized mix which can vary based on customer preferences in a given period.  

In setting the new bookings target, minimum and maximum thresholds for the corporate bonus plan for 2020, 
the Compensation Committee established a target that was greater than the new bookings necessary to achieve the 
Company’s target revenue for 2020.   

24 

 
The following table provides the 2020 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: 

2020 Target Annual Incentive Opportunities 

2020 Target 
Award (% of 
Base Salary) 

2020 Threshold: 
50% of Target 
Award 

2020 Target: 
100% of Target 
Award 

2020 
Maximum: 
150% of Target 
Award 

 100    
 60    
100   

 $
 $
 $
45  (1)   $
45  (1)   $
 $
60   

212,500    
109,500    
193,750   
64,600   
65,000   
81,918   

 $
 $
$
 $
 $
 $

425,000    
219,000    
387,500   
129,200   
130,000   
163,836   

 $
 $
 $
 $
 $
 $

637,500 
328,500 
581,250 
193,800 
195,000 
245,754 

Name 

Mark McClain 
Jason Ream 
Matt Mills 
Juliette Rizkallah 
Chris Schmitt 
Grady Summers 

(1)  Increased from 40% effective July 1, 2020 as part of the Compensation Committee’s annual compensation review. 

The bonuses for 2020 were paid following a year-end review by the Compensation Committee of the applicable 

performance criteria. The actual bonus amounts paid to each Named Executive Officer for 2020 were based on a 
150% payout, calculated as described above (and with respect to Mr. Summers, reflecting his start date in April), in 
accordance with the 2020 corporate bonus plan, as reflected in the table below. Additionally, in February 2020, the 
Compensation Committee determined that it was in the best interests of the Company and its stockholders to pay a 
one-time retention bonus, pursuant to the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive Plan (the 
“LTIP”), to the executive officers, and in the amounts, set forth in the table below. While the 2019 non-executive 
officer corporate bonus plan funded at 110% and the threshold bookings amount under the 2019 executive officer 
corporate bonus plan was exceeded, the Company narrowly missed the threshold operating income figure that was 
required for payout under that plan, and as a result, no 2019 annual incentive bonuses were paid to the executive 
officers who were subject to that plan, as disclosed in our 2020 proxy statement. In light of the highly competitive 
environment that the Company operates in, and in an effort to motivate and retain the Company’s executive officers, 
the Board determined that it was prudent to give each of the executive officers listed below a one-time retention 
bonus, which did not exceed the lowest possible payout applicable to such executive officer under the 2019 plan.    

Name 

2020 Bonus Plan 
Payout 

2020 Retention 
Bonus  

Mark McClain 
Jason Ream 
Matt Mills  
Juliette Rizkallah 
Chris Schmitt 
Grady Summers 

$ 
$ 
$ 
$ 
$ 
$ 

637,500    $ 
328,500    $ 
581,250    $ 
193,800    $ 
195,000    $ 
245,754    $ 

200,000 
58,973 

— (1) 

57,200 

— (2) 
— (2) 

(1)  Mr. Mills was subject to the 2019 sales incentive plan and received a payout in accordance therewith, as reported in the 

Company’s 2020 proxy statement. 

(2)  Messrs. Schmitt and Summers were not executive officers during 2019.  

Long-Term Equity-Based Awards 

We intend for a significant portion of the total compensation provided to our executive officers to consist of 
equity-based compensation, and the LTIP provides for the grant of a variety of equity-based awards. The LTIP is 
intended to promote our long-term success and increase long-term stockholder value by attracting, motivating and 
retaining our non-employee directors, officers and other employees. Additionally, to better align our executive 
officers’ long-term interests with those of our stockholders, the LTIP does not allow for the repricing of stock 
options after they are awarded unless approved by our stockholders.  

25 

 
 
 
 
 
 
 
 
 
 
Following our initial public offering, we began granting RSUs, for which no purchase price is paid. RSUs 
granted in 2020 vest and will be settled in shares of our common stock over a four year period. Stock options also 
vest over a four-year period. One-fourth of the RSUs and stock options vests on the one-year anniversary of the date 
of grant, or thereabout (the first vesting date for RSUs may be slightly longer than a year after the one-year 
anniversary to provide for vesting on dates likely to be in an open trading window to allow for transactions in 
vesting awards to cover any tax withholding), and the remainder of the RSU awards vest in substantially equal 
quarterly installments, while the remainder of the option awards vest in substantially equal monthly installments, 
over the remaining three-year period.   

As indicated above, with the exception of Mr. Summers, in 2020 the Named Executive Officers were granted 

equity based on a specified dollar amount, where 65% of the grant date amount consisted of RSUs and 35% 
consisted of stock options. The number of RSUs awarded to these Named Executive Officers was calculated by 
dividing 65% of the overall award value by the 30 day average closing price of stock from the date of grant, and the 
number of Options issued was calculated by dividing 35% of the overall award value by the 30 day average closing 
price of stock from the date of grant and then multiplying that amount by 2. The equity granted to Mr. Summers in 
connection with his hiring in 2020 consisted of 100% RSUs, consistent with current practices for executive officer 
new hires, and was calculated by dividing the award value by the 30 day average closing price of stock from the date 
of grant. 

At the direction of the Compensation 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 setting target equity compensation levels for 2020, the Compensation 
Committee considered pay practices of a group of peer companies (i.e., the peer companies identified above) 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 Committee 
considered then-current values of unvested equity (with the objective of ensuring it is 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. For officers who were hired during 2020 (i.e., Mr. Summers), the Compensation Committee considered 
the competitive market data, the relationship of annual target compensation among internal peers and the equity 
value necessary to attract and retain the officers. 

The target equity award value set for each Named Executive Officer for the 2020 year is as follows:  

Name 

Mark McClain 
Jason Ream 
Matt Mills  
Juliette Rizkallah 
Chris Schmitt 
Grady Summers 

2020 Equity 
Award 
Target Value 

$  4,500,000   
$  1,800,000   
$  1,800,000   
900,000   
$ 
$ 
900,000   
$  4,000,000   

Stock Ownership Guidelines and Holding Requirements 

The Compensation Committee has adopted stock ownership guidelines pursuant to which covered persons 

(including our Named Executive Officers) 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 Mr. McClain, three times his annual base salary, and, in the case of our 
other Named Executive Officers, one times their annual base salary.  Our guidelines also apply to our non-employee 
directors who are required to hold an aggregate value of our common stock (or equivalents recognized under our 
policy) equal to three times their annual cash retainer.  Common stock owned directly or indirectly is considered for 
calculation purposes under our guidelines, but unexercised stock options and unvested RSUs do not count towards 
ownership requirements. Covered persons may sell shares to pay the exercise price under stock options or satisfy tax 
withholding obligations with respect to equity awards generally without violating our guidelines.  Covered persons 

26 

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. 

Insider Trading Policy; Prohibitions Against Hedging and Pledging 

In addition to addressing other customary topics, our Insider Trading Policy prohibits company employees, 

including 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. 

Other Benefits 

Retirement and Health and Welfare — We offer the same types of retirement, health and welfare benefits to all 

of our employees, including to our executive officers as part of our total executive compensation package. Our 
programs are designed to be competitive and cost-effective. It is our objective to provide core benefits, including 
medical, retirement, life insurance, and paid time off to all our employees and executive officers. Benefits programs 
are reviewed on a periodic basis by comparing against companies with which we directly compete, reviewing 
published survey information, and obtaining advice from various third-party benefits consultants. 

We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal 

Revenue Code of 1986, as amended (the “Internal Revenue Code”), where employees, including our Named 
Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement 
account. We do not provide profit-sharing contributions under the plan, but in 2021 we began offering matching 
under our 401(k) plan at the rate of 50% of the first 3% of employee contributions.  

Employee Stock Purchase Plan — In addition to the LTIP, we sponsor an Employee Stock Purchase Plan (the 

“ESPP”). The ESPP provides eligible employees with the opportunity to purchase shares of our common stock 
conveniently through periodic payroll deductions at a reduced price. The ESPP is generally intended to qualify as an 
“employee stock purchase plan” under Section 423 of the Internal Revenue Code and, therefore, is open to 
employees generally.  

Severance Pay Plan — In 2018, our Board adopted the Severance Pay Plan pursuant to which our senior 

leadership team, as identified by the Compensation Committee and including the Named Executive Officers, is 
eligible to receive certain severance benefits upon a qualifying termination of employment.  Additional information 
regarding the Severance Pay Plan is set forth below under “Potential Payments upon Termination or Change in 
Control.”   Prior to our IPO, Mr. McClain had received a Senior Management and Restricted Stock Agreement, 
which contained certain provisions governing his employment and potential severance benefits. Following our 
adoption of the Severance Pay Plan, we amended Mr. McClain’s individual agreement in order to remove any 
provisions that were duplicative or inconsistent with the Severance Pay Plan.  The potential severance benefits that 
Mr. McClain could receive upon certain qualifying terminations will not be solely governed by the Severance Pay 
Plan. 

Perquisites — It is our policy, generally, to not grant perquisites to our named executive officers as a matter of 

good practice, although the Compensation Committee reserves the right to grant perquisites in the future if it finds 
that doing so furthers its compensation goals and objectives. 

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 to $1 million. During fiscal year 2020, our annual incentive compensation and equity awards were not 
subject to the deduction limitations of Section 162(m) of the Internal Revenue Code due to a transition period 
applicable to issuers that have recently completed an initial public offering, therefore the deductibility of our 
executive compensation program was not a significant factor in our decisions for the 2020 year. This transition 
period expires in connection with the Annual Meeting.  

27 

Compensation Risk Assessment 

In accordance with the requirements of Item 402(s) of Regulation S-K, to the extent that risks may arise from 

our compensation policies and practices for our employees that are reasonably likely to have a material adverse 
effect on us, we are required to discuss our policies and practices for compensating our employees (including our 
employees that are not Named Executive Officers) as they relate to our risk management practices and risk-taking 
incentives. We have determined that our compensation policies and practices for our employees, including our 
Named Executive Officers, are not reasonably likely to have a material adverse effect on us. Our Compensation 
Committee routinely assesses our compensation policies and practices and takes this consideration into account as 
part of its review. 

Compensation Committee Report 

The following report of the Compensation 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. 

The Compensation Committee of the Board of Directors has reviewed and discussed with management the 
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained in this Proxy 
Statement. Based on such review and discussions, the Compensation Committee recommended to the Board that the 
Compensation Discussion and Analysis be included in this Proxy Statement. 

THE COMPENSATION COMMITTEE 

Heidi M. Melin, Chair 
William G. Bock 
Tracey E. Newell 

Important Note Regarding Compensation Tables 

The following compensation tables have been prepared pursuant to SEC rules. Although some amounts (e.g., 

salary and non-equity incentive plan compensation) represent actual dollars paid to an executive, other amounts are 
estimates based on certain assumptions about future circumstances (e.g., payments upon termination of an 
executive’s employment) or they may represent dollar amounts recognized for financial statement reporting 
purposes in accordance with accounting rules, but do not represent actual dollars received by the executive (e.g., 
dollar values of stock awards and option awards). The footnotes and other explanations to the Summary 
Compensation table and the other tables herein contain important estimates, assumptions and other information 
regarding the amounts set forth in the tables and should be considered together with the quantitative information in 
the tables.  

28 

 
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:55)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:73)(cid:82)(cid:79)(cid:79)(cid:82)(cid:90)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:86)(cid:72)(cid:87)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)

(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:15)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:17)(cid:3)

2020 Summary Compensation Table 

(cid:49)(cid:68)(cid:80)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:51)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)(cid:51)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:48)(cid:68)(cid:85)(cid:78)(cid:3)(cid:48)(cid:70)(cid:38)(cid:79)(cid:68)(cid:76)(cid:81)(cid:15)(cid:3)

Chief Executive Officer 

(cid:45)(cid:68)(cid:86)(cid:82)(cid:81)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)

Chief Financial Officer (4)

(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:58)(cid:82)(cid:85)(cid:79)(cid:71)(cid:90)(cid:76)(cid:71)(cid:72)(cid:3)(cid:41)(cid:76)(cid:72)(cid:79)(cid:71)
(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86) (4)

(cid:45)(cid:88)(cid:79)(cid:76)(cid:72)(cid:87)(cid:87)(cid:72)(cid:3)(cid:53)(cid:76)(cid:93)(cid:78)(cid:68)(cid:79)(cid:79)(cid:68)(cid:75)(cid:3)

Chief Marketing Officer (4)

(cid:60)(cid:72)(cid:68)(cid:85)
(cid:21)(cid:19)(cid:21)(cid:19)
(cid:7)
(cid:21)(cid:19)(cid:20)(cid:28) (cid:3) (cid:7)
(cid:21)(cid:19)(cid:20)(cid:27)
(cid:7)
(cid:3)
(cid:21)(cid:19)(cid:21)(cid:19)
(cid:7)
(cid:21)(cid:19)(cid:20)(cid:28) (cid:3) (cid:7)

(cid:3)

(cid:54)(cid:68)(cid:79)(cid:68)(cid:85)(cid:92)
(cid:11)(cid:7)(cid:12)(cid:3)
(cid:23)(cid:21)(cid:24)(cid:15)(cid:19)(cid:19)(cid:19) (cid:7)
(cid:23)(cid:19)(cid:19)(cid:15)(cid:19)(cid:19)(cid:19) (cid:7)
(cid:22)(cid:26)(cid:24)(cid:15)(cid:19)(cid:19)(cid:19)(cid:3) (cid:7)
(cid:3)
(cid:22)(cid:25)(cid:24)(cid:15)(cid:19)(cid:19)(cid:19) (cid:7)
(cid:20)(cid:28)(cid:25)(cid:15)(cid:27)(cid:26)(cid:24) (cid:7)

(cid:37)(cid:82)(cid:81)(cid:88)(cid:86)
(cid:11)(cid:7)(cid:12)(cid:11)(cid:20)(cid:12)(cid:3)
(cid:7)
(cid:21)(cid:19)(cid:19)(cid:15)(cid:19)(cid:19)(cid:19)
(cid:178)(cid:3)
(cid:3) (cid:7)
(cid:178) (cid:7)
(cid:3) (cid:3)
(cid:7)
(cid:3) (cid:7)

(cid:3)
(cid:24)(cid:27)(cid:15)(cid:28)(cid:26)(cid:22)
(cid:178)(cid:3)

(cid:54)(cid:87)(cid:82)(cid:70)(cid:78)
(cid:36)(cid:90)(cid:68)(cid:85)(cid:71)(cid:86)
(cid:11)(cid:7)(cid:12)(cid:11)(cid:21)(cid:12)
(cid:21)(cid:15)(cid:28)(cid:25)(cid:25)(cid:15)(cid:28)(cid:28)(cid:26)
(cid:20)(cid:15)(cid:25)(cid:28)(cid:28)(cid:15)(cid:24)(cid:26)(cid:25)(cid:3)

(cid:7)
(cid:3) (cid:7)
(cid:178) (cid:7)

(cid:3)
(cid:20)(cid:15)(cid:20)(cid:27)(cid:25)(cid:15)(cid:26)(cid:27)(cid:23)
(cid:20)(cid:15)(cid:19)(cid:24)(cid:20)(cid:15)(cid:21)(cid:21)(cid:28)

(cid:7)
(cid:7)

(cid:50)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)
(cid:36)(cid:90)(cid:68)(cid:85)(cid:71)(cid:86)
(cid:11)(cid:7)(cid:12)(cid:11)(cid:21)(cid:12)(cid:3)

(cid:49)(cid:82)(cid:81)(cid:16)(cid:40)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)
(cid:44)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:51)(cid:79)(cid:68)(cid:81)
(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)
(cid:11)(cid:7)(cid:12)(cid:11)(cid:22)(cid:12)(cid:3)

(cid:20)(cid:15)(cid:26)(cid:21)(cid:25)(cid:15)(cid:27)(cid:19)(cid:20) (cid:7)
(cid:20)(cid:15)(cid:23)(cid:24)(cid:28)(cid:15)(cid:21)(cid:20)(cid:24)(cid:3) (cid:7)
(cid:178) (cid:7)
(cid:3)
(cid:25)(cid:28)(cid:19)(cid:15)(cid:26)(cid:20)(cid:27) (cid:7)
(cid:27)(cid:26)(cid:21)(cid:15)(cid:27)(cid:22)(cid:28) (cid:7)

(cid:55)(cid:82)(cid:87)(cid:68)(cid:79)
(cid:11)(cid:7)(cid:12)
(cid:24)(cid:15)(cid:28)(cid:24)(cid:25)(cid:15)(cid:21)(cid:28)(cid:27)
(cid:22)(cid:15)(cid:24)(cid:24)(cid:27)(cid:15)(cid:26)(cid:28)(cid:20)
(cid:25)(cid:19)(cid:22)(cid:15)(cid:28)(cid:23)(cid:24)

(cid:25)(cid:22)(cid:26)(cid:15)(cid:24)(cid:19)(cid:19) (cid:7)
(cid:178)(cid:3) (cid:7)(cid:3)
(cid:21)(cid:21)(cid:27)(cid:15)(cid:28)(cid:23)(cid:24) (cid:7)

(cid:22)(cid:21)(cid:27)(cid:15)(cid:24)(cid:19)(cid:19) (cid:7)
(cid:178)(cid:3) (cid:7)(cid:3)

(cid:21)(cid:15)(cid:25)(cid:21)(cid:28)(cid:15)(cid:28)(cid:26)(cid:24)
(cid:21)(cid:15)(cid:20)(cid:21)(cid:19)(cid:15)(cid:28)(cid:23)(cid:22)

(cid:21)(cid:19)(cid:21)(cid:19) (cid:3) (cid:7)
(cid:7)
(cid:21)(cid:19)(cid:20)(cid:28)

(cid:22)(cid:27)(cid:26)(cid:15)(cid:24)(cid:19)(cid:19) (cid:7)
(cid:20)(cid:21)(cid:22)(cid:15)(cid:23)(cid:22)(cid:27) (cid:7)

(cid:178)(cid:3)
(cid:3) (cid:7)
(cid:178) (cid:7)

(cid:20)(cid:15)(cid:20)(cid:27)(cid:25)(cid:15)(cid:26)(cid:27)(cid:23)(cid:3)
(cid:20)(cid:15)(cid:25)(cid:22)(cid:28)(cid:15)(cid:28)(cid:21)(cid:28)

(cid:3) (cid:7)
(cid:7)

(cid:25)(cid:28)(cid:19)(cid:15)(cid:26)(cid:20)(cid:27)(cid:3) (cid:7)
(cid:20)(cid:15)(cid:22)(cid:20)(cid:19)(cid:15)(cid:26)(cid:23)(cid:28) (cid:7)

(cid:24)(cid:27)(cid:20)(cid:15)(cid:21)(cid:24)(cid:19)(cid:3) (cid:7)(cid:3)
(cid:25)(cid:21)(cid:15)(cid:24)(cid:19)(cid:19) (cid:7)

(cid:21)(cid:15)(cid:27)(cid:23)(cid:25)(cid:15)(cid:21)(cid:24)(cid:20)
(cid:22)(cid:15)(cid:20)(cid:22)(cid:25)(cid:15)(cid:25)(cid:20)(cid:25)

(cid:3)
(cid:21)(cid:19)(cid:21)(cid:19)
(cid:3)

(cid:3)

(cid:3)

(cid:7)

(cid:3)
(cid:22)(cid:19)(cid:22)(cid:15)(cid:19)(cid:19)(cid:19) (cid:7)
(cid:3)

(cid:3)
(cid:24)(cid:26)(cid:15)(cid:21)(cid:19)(cid:19)
(cid:3)

(cid:3) (cid:3)
(cid:7)
(cid:3) (cid:3)

(cid:3)
(cid:24)(cid:28)(cid:22)(cid:15)(cid:22)(cid:26)(cid:28)
(cid:3)

(cid:7)

(cid:3)
(cid:22)(cid:23)(cid:24)(cid:15)(cid:22)(cid:24)(cid:21) (cid:7)
(cid:3)

(cid:20)(cid:28)(cid:22)(cid:15)(cid:27)(cid:19)(cid:19) (cid:7)

(cid:20)(cid:15)(cid:23)(cid:28)(cid:21)(cid:15)(cid:26)(cid:22)(cid:20)

(cid:21)(cid:19)(cid:21)(cid:19) (cid:3) (cid:7)

(cid:22)(cid:19)(cid:24)(cid:15)(cid:19)(cid:19)(cid:19) (cid:7)

(cid:178)(cid:3)

(cid:3) (cid:7)

(cid:24)(cid:28)(cid:22)(cid:15)(cid:22)(cid:26)(cid:28)(cid:3)

(cid:3) (cid:7)

(cid:22)(cid:23)(cid:24)(cid:15)(cid:22)(cid:24)(cid:21)(cid:3) (cid:7)

(cid:20)(cid:28)(cid:24)(cid:15)(cid:19)(cid:19)(cid:19)(cid:3) (cid:7)(cid:3)

(cid:20)(cid:15)(cid:23)(cid:22)(cid:27)(cid:15)(cid:26)(cid:22)(cid:20)

EVP, General Counsel (4) 

(cid:42)(cid:85)(cid:68)(cid:71)(cid:92)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)(cid:3)

EVP, Product (4) 

(cid:3)
(cid:21)(cid:19)(cid:21)(cid:19)
(cid:3)

(cid:3)

(cid:3)

(cid:7)

(cid:3)
(cid:21)(cid:26)(cid:22)(cid:15)(cid:23)(cid:27)(cid:24) (cid:7)
(cid:3)

(cid:3)

(cid:3) (cid:3)
(cid:178) (cid:7)
(cid:3) (cid:3)

(cid:3)

(cid:3)
(cid:22)(cid:15)(cid:28)(cid:21)(cid:24)(cid:15)(cid:25)(cid:21)(cid:23)
(cid:3)

(cid:7)

(cid:3)
(cid:178) (cid:7)
(cid:3)

(cid:21)(cid:23)(cid:24)(cid:15)(cid:26)(cid:24)(cid:23) (cid:7)

(cid:23)(cid:15)(cid:23)(cid:23)(cid:23)(cid:15)(cid:27)(cid:25)(cid:23)

(cid:11)(cid:20)(cid:12) (cid:36)(cid:86)(cid:3)(cid:81)(cid:82)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:39)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:3)(cid:41)(cid:72)(cid:69)(cid:85)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:15)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)(cid:3)(cid:71)(cid:72)(cid:70)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:3)(cid:85)(cid:72)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)

(cid:69)(cid:82)(cid:81)(cid:88)(cid:86)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:90)(cid:75)(cid:82)(cid:3)(cid:83)(cid:68)(cid:85)(cid:87)(cid:76)(cid:70)(cid:76)(cid:83)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:69)(cid:82)(cid:81)(cid:88)(cid:86)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:17)

(cid:11)(cid:21)(cid:12) (cid:36)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:86)(cid:75)(cid:82)(cid:90)(cid:81)(cid:3)(cid:71)(cid:82)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:85)(cid:72)(cid:73)(cid:79)(cid:72)(cid:70)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:70)(cid:87)(cid:88)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:76)(cid:89)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3)(cid:53)(cid:68)(cid:87)(cid:75)(cid:72)(cid:85)(cid:15)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)
(cid:68)(cid:74)(cid:74)(cid:85)(cid:72)(cid:74)(cid:68)(cid:87)(cid:72)(cid:3)(cid:74)(cid:85)(cid:68)(cid:81)(cid:87)(cid:3)(cid:71)(cid:68)(cid:87)(cid:72)(cid:3)(cid:73)(cid:68)(cid:76)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:86)(cid:3)(cid:74)(cid:85)(cid:68)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:76)(cid:81)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:15)(cid:3)(cid:76)(cid:81)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:70)(cid:68)(cid:86)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:88)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)
(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:36)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:87)(cid:68)(cid:81)(cid:71)(cid:68)(cid:85)(cid:71)(cid:86)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:36)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:87)(cid:68)(cid:81)(cid:71)(cid:68)(cid:85)(cid:71)(cid:86)(cid:3)(cid:38)(cid:82)(cid:71)(cid:76)(cid:73)(cid:76)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:55)(cid:82)(cid:83)(cid:76)(cid:70)(cid:3)(cid:26)(cid:20)(cid:27)(cid:3)(cid:11)(cid:179)(cid:36)(cid:54)(cid:38)(cid:3)(cid:55)(cid:82)(cid:83)(cid:76)(cid:70)(cid:3)(cid:26)(cid:20)(cid:27)(cid:180)(cid:12)(cid:15)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)
(cid:72)(cid:91)(cid:70)(cid:72)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:3)(cid:86)(cid:75)(cid:82)(cid:90)(cid:81)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:72)(cid:86)(cid:3)(cid:81)(cid:82)(cid:3)(cid:73)(cid:82)(cid:85)(cid:73)(cid:72)(cid:76)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:17)(cid:3)(cid:36)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:76)(cid:86)
(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:49)(cid:82)(cid:87)(cid:72)(cid:3)(cid:20)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:3)(cid:36)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:17)

(cid:11)(cid:22)(cid:12) (cid:53)(cid:72)(cid:73)(cid:79)(cid:72)(cid:70)(cid:87)(cid:86)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:83)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:83)(cid:88)(cid:85)(cid:86)(cid:88)(cid:68)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:86)(cid:15)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:90)(cid:72)(cid:85)(cid:72)(cid:3)(cid:83)(cid:68)(cid:76)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)
(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:71)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:76)(cid:85)(cid:86)(cid:87)(cid:3)(cid:84)(cid:88)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:72)(cid:84)(cid:88)(cid:72)(cid:81)(cid:87)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:17)(cid:3)(cid:36)(cid:86)(cid:3)(cid:83)(cid:85)(cid:72)(cid:89)(cid:76)(cid:82)(cid:88)(cid:86)(cid:79)(cid:92)(cid:3)(cid:81)(cid:82)(cid:87)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:39)(cid:9)(cid:36)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:76)(cid:89)(cid:72)(cid:71)(cid:3)(cid:83)(cid:68)(cid:92)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:69)(cid:82)(cid:81)(cid:88)(cid:86)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:73)(cid:76)(cid:86)(cid:70)(cid:68)(cid:79)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:15)(cid:3)(cid:68)(cid:79)(cid:87)(cid:75)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:48)(cid:85)(cid:17)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)(cid:3)(cid:71)(cid:76)(cid:71)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:76)(cid:89)(cid:72)(cid:3)(cid:68)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:76)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:76)(cid:81)(cid:71)(cid:76)(cid:89)(cid:76)(cid:71)(cid:88)(cid:68)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:71)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:17)(cid:3)

(cid:11)(cid:23)(cid:12) (cid:48)(cid:72)(cid:86)(cid:86)(cid:85)(cid:86)(cid:17)(cid:3)(cid:53)(cid:72)(cid:68)(cid:80)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:48)(cid:76)(cid:79)(cid:79)(cid:86)(cid:3)(cid:90)(cid:72)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:71)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:15)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:71)(cid:82)(cid:72)(cid:86)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81) (cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:80)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:17)(cid:3)(cid:48)(cid:86)(cid:17)(cid:3)(cid:53)(cid:76)(cid:93)(cid:78)(cid:68)(cid:79)(cid:79)(cid:68)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:48)(cid:72)(cid:86)(cid:86)(cid:85)(cid:86)(cid:17)(cid:3)(cid:54)(cid:70)(cid:75)(cid:80)(cid:76)(cid:87)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:54)(cid:88)(cid:80)(cid:80)(cid:72)(cid:85)(cid:86)(cid:3)(cid:90)(cid:72)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:71)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:3)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:15)(cid:3)
(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:71)(cid:82)(cid:72)(cid:86)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:80)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:27)(cid:3)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:17)(cid:3)(cid:48)(cid:86)(cid:17)(cid:3)(cid:53)(cid:76)(cid:93)(cid:78)(cid:68)(cid:79)(cid:79)(cid:68)(cid:75)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:88)(cid:81)(cid:87)(cid:76)(cid:79)(cid:3)(cid:45)(cid:88)(cid:79)(cid:92)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:17)(cid:3)

2020 Grants of Plan Based Awards

(cid:55)(cid:75)(cid:72)(cid:3)(cid:73)(cid:82)(cid:79)(cid:79)(cid:82)(cid:90)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:85)(cid:72)(cid:73)(cid:79)(cid:72)(cid:70)(cid:87)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:89)(cid:68)(cid:85)(cid:76)(cid:82)(cid:88)(cid:86)(cid:3)(cid:87)(cid:68)(cid:85)(cid:74)(cid:72)(cid:87)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:76)(cid:81)(cid:70)(cid:72)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:3)(cid:74)(cid:85)(cid:68)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)
(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:15)(cid:3)(cid:68)(cid:86)(cid:3)(cid:90)(cid:72)(cid:79)(cid:79)(cid:3)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:81)(cid:88)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:53)(cid:54)(cid:56)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:3)(cid:82)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:74)(cid:85)(cid:68)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:68)(cid:70)(cid:75)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:49)(cid:68)(cid:80)(cid:72)(cid:71)(cid:3)
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:21)(cid:19)(cid:21)(cid:19)(cid:17)(cid:3)(cid:3)

(cid:21)(cid:28)

Estimated Possible Payouts Under  
Non-Equity Incentive Plan Awards (1) 

Name 

Mark McClain 

Grant 
Date 

Threshold 
($) 

Target 
($) 

Grant Type 
  Annual Cash Bonus 
  Stock Option Grant  2/5/2020  
RSU Grant  2/5/2020  

     — $ 212,500  $ 425,000 $ 
     —    
     —   
     —    
     —   

Maximum 
($) 
637,500 
     — 
     — 

Jason Ream 

Annual Cash Bonus 

  Stock Option Grant  2/5/2020  
RSU Grant 2/5/2020  

     — $ 109,500  $ 219,000 $ 
     —    
     —   
     —
     —

Matt Mills 

  Annual Cash Bonus 
  Stock Option Grant 
RSU Grant 

     — $ 193,750  $ 387,500 $ 
     —    
     —   
     —    
     —   

Juliette Rizkallah    Annual Cash Bonus 

     — $
  Stock Option Grant  2/5/2020  
RSU Grant  2/5/2020  

64,600  $ 129,200 $ 
     —    
     —   
     —    
     —   

Chris Schmitt 

  Annual Cash Bonus 
     — $
  Stock Option Grant  2/5/2020  
RSU Grant  2/5/2020  

65,000  $ 130,000 $ 
     —    
     —   
     —    
     —   

328,500 
     — 
     —  

581,250 
     — 
     — 

193,800 
     — 
     — 

195,000 
     — 
     — 

All Other 
Stock 
Awards: 
Number 
of Shares 
of Stock or 
Units 
(2)  

All Other 
Option 
Awards: 
Number of 
Securities 
Underlying 
Option (#) 
—   
—
— 125,698  $ 

116,719

—

46,687

—

46,687

—

23,343

—

23,343

50,279  $ 

50,279  $ 

25,139  $ 

25,139  $ 

Exercise or 
Base Price 
of Option 
Awards ($) 

Grant Date Fair 
Value of Stock 
and Option 
Awards (3) 

—   
25.42 $ 
 $ 

25.42 $ 
 $ 

25.42 $ 
 $ 

25.42 $ 
 $ 

25.42 $ 
 $ 

—
1,726,801 
2,966,997

—
690,718
1,186,784

—
690,718
1,186,784

—
345,352
593,379

—
345,352
593,379

Grady Summers 

  Annual Cash Bonus 

     — $
RSU Grant  4/13/2020  

81,918  $ 163,836    
     —    
     —   

245,754 
     — 

—
232,423

—
3,925,624

 $ 

(1) 

(2) 

(3) 

The amounts reported represent the minimum, target, and maximum bonus amounts for each applicable Named Executive Officer 
under our corporate bonus plan for 2020, calculated as described above. For more information about our corporate bonus plan, see 
“Annual Incentive Compensation and Process for Setting Performance Objectives” and “2020 Target Annual Incentive Opportunities.”  

The stock options and RSU awards were granted pursuant to the LTIP. Options and RSUs generally vest over a four-year period.  
Options generally expire after a period of ten years from grant date.  The Named Executive Officer must remain employed with us 
throughout each vesting period. For more information about our LTIP, see “Long-Term Equity-Based Awards.” 

The amounts reported represent the aggregate fair value of each stock option and RSU awarded to the Named Executive Officers 
during 2020. These amounts have been calculated in accordance with ASC Topic 718.  The assumptions we used to value these awards 
are described in Note 13 “Stock-Based Compensation” in our consolidated financial statements included in our 2020 Annual Report 
and do not necessarily correspond to the actual economic value that may be recognized by the Named Executive Officer. 

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.” 

30 

  
 
 
 
 
 
 
   
 
 
 
   
 
 
 
   
 
   
 
 
 
 
 
   
   
   
 
  
 
 
  
   
 
 
 
  
   
    
 
   
   
   
   
 
 
 
   
 
 
 
  
   
    
 
   
   
   
   
 
 
 
   
 
 
 
  
   
    
 
   
   
   
   
 
 
   
 
2020 Outstanding Equity Awards at Year End 

The following table reflects information regarding outstanding equity-based awards held by our Named 

Executive Officers as of December 31, 2020.  

Option Awards 

Stock Awards 

Number of 
Securities 
Underlying 
Unexercised 
Options 
Exercisable (#)(1) 

Number of 
Securities 
Underlying 
Unexercised 
Options 
Unexercisable (#)(2)  

Option 
Exercise 
Price ($)      

Option 
Expiration 
Date  

Number 
of 
Shares 
or Units 
of Stock 
That 
Have 
Not 
Vested (#)(3)  

Market 
Value 
of 
Shares 
or Units 
of Stock 
That 
Have 
Not 
Vested ($)(4) 

154,166      
52,088   
—   
—   

29,899      
—   
—   

46,652      
—   
—   

40,850   
5,729   
17,311   
54,600   
11,285   
—   
—   

12,153   
11,285   
—   
—   

—   

45,834(5) 
61,558 
125,698 
— 

74,832 
50,279 
— 

102,636 
50,279 
— 

—(5) 

1,563 
7,557 
16,233 
13,338 
25,139 
— 

13,368(5) 
13,338 
25,139 
— 

  $ 
 $ 
 $ 

  $ 
 $ 

  $ 

 $ 
 $ 
 $ 
 $ 
 $ 
 $ 

 $ 
 $ 
 $ 

12.00       11/16/2027       
2/7/2029    
29.92   
2/5/2030    
25.42   
—    
—   

17.56      
25.42   
—   

6/10/2029       
2/5/2030    
—    

21.97      
25.42   
—   

9/3/2029       
2/5/2030    
—    

8/19/2025    
2.42   
2/2/2027    
3.17   
9/27/2027    
3.49   
12.00    11/16/2027    
2/7/2029    
29.92   
2/5/2030    
25.42   
—    
—   

12.00    11/16/2027    
2/7/2029    
29.92   
2/5/2030    
25.42   
—    
—   

—  
—  
—  
184,336 (6)  

—  
—  
91,585 (7) 

  $ 

  $ 

—   
—  

102,670 (8) 

  $ 

—  
—  
—  
—  
—  
—  
41,430 (9) 

  $ 

—  
—  
—  

39,867 (10)    $ 

— 
— 
— 
9,814,049 

— 
— 
4,875,985 

— 
— 
5,466,151 

— 
— 
— 
— 
— 
— 
2,205,733 

— 
— 
— 
2,122,519 

— 

—   

—    

232,423 (11)    $ 

12,374,201 

Name 
Mark McClain 

Jason Ream 

Matt Mills 

Juliette Rizkallah 

Chris Schmitt 

Grady Summers 

(1) 

 Stock options reported in this column were fully vested and exercisable by the Named Executive Officer as of 12/31/2020. 

(2) 

(3) 

 Except as noted in Note 5, below, the stock options reported in this column are subject to time-based vesting schedules where 25% of the 
total award becomes vested on the one-year anniversary of the initial grant date. The remaining vesting takes place at the rate of 1/48 of the 
total award vesting each month for the remaining 36 months. 

 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.”  

(4) 

 Calculated based on the closing price of our common stock on December 31, 2020, which was $53.24 per share.  

(5) 

(6) 

(7) 

(8) 

 Represents stock options granted in connection with our initial public offering, vesting in substantially equal monthly installments (of 1/48th 
of the original award) through November 16, 2021.  

 25,000 shares are RSUs granted in connection with our initial public offering that will vest on November 20, 2021; 42,617 shares vest one-
third annually in substantially equal amounts beginning February 28, 2021; and 116,719 shares vest 25% on February 28, 2021 and 6.25% 
quarterly thereafter for 12 quarters.  

 44,898 shares vest one-third annually in  substantially equal amounts beginning May 20, 2021; and 46,687 shares vest 25% on February 28, 
2021 and 6.25% quarterly thereafter for 12 quarters.  

 55,983 shares vest one-third annually in substantially equal amounts beginning August 20, 2021; and 46,687 shares vest 25% on February 
28, 2021 and 6.25% quarterly thereafter for 12 quarters. 

31 

  
  
    
 
  
    
  
    
  
 
    
   
 
  
   
 
  
   
 
  
  
 
  
   
 
  
   
    
  
   
 
  
   
 
  
   
 
  
  
 
  
   
 
  
   
    
  
   
 
  
   
 
  
  
   
 
  
  
 
  
   
 
  
   
    
  
   
 
  
   
 
  
   
 
  
   
 
  
   
 
  
   
 
  
   
 
  
  
 
  
   
 
  
   
    
  
   
 
  
   
 
  
   
 
  
   
 
  
  
 
  
   
 
  
   
    
  
   
 
  
  
 
(9) 

 8,854 shares are RSUs granted in connection with our initial public offering that will vest on November 20, 2021; 9,233 shares vest one-
third annually in substantially equal amounts beginning February 28, 2021; and 23,343 shares vest 25% on February 28, 2021 and 6.25% 
quarterly thereafter for 12 quarters.  

(10)   7,291 shares are RSUs granted in connection with our initial public offering that will vest on November 20, 2021; 9,233 shares vest one-
third annually in substantially equal amounts beginning February 28, 2021; and 23,343 shares vest 25% on February 28, 2021 and 6.25% 
quarterly thereafter for 12 quarters.  

(11)   These shares vest 25% on May 28, 2021 and 6.25% quarterly thereafter for 12 quarters. 

2020 Option Exercises and Stock Vested 

The table below sets forth information regarding the option exercises and the vesting of outstanding awards 

under our LTIP during 2020 for each of our named executive officers.  

Option Awards 

Stock Awards 

Name 

Mark McClain 
Jason Ream 
Matt Mills 
Juliette Rizkallah 
Chris Schmitt 
Grady Summers 

Number of Shares 
Acquired on Exercise 
(#)(1) 

Value Realized on 
Exercise ($)(2) 

Number of Shares 
Acquired on Vesting 
(#) (1) 

Value Realized on 
Vesting ($) (2) 

—   
15,000   
—   
49,500   
32,209   
—   

— 
461,850 
— 
1,531,694 
655,791 
— 

39,206 
14,967 
18,661 
11,932 
10,369 
— 

1,455,446 
334,363 
719,382 
466,006 
397,499 
— 

(1) 

(2) 

The number of shares acquired is reported on a gross basis. We withheld the necessary number of shares of common stock in order 
to satisfy withholding taxes from stock option exercises and stock awards, thus the Named Executive Officers actually received a 
lower number of shares of our common stock than the numbers reported in this table. 

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 award. It does not represent cash amounts received.  

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. 

Potential Payment Upon Termination or Change in Control 

Our Named Executive Officers are entitled to payments, benefits, and accelerated vesting of certain equity 
awards upon a termination of employment under certain circumstances and, in certain limited cases, additional 
equity may vest if such termination is following a change in control. These potential payments and benefits are 
provided pursuant to the terms of our Severance Pay Plan.  We believe our Severance Pay Plan is an important 
retention 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 Pay Plan that 

were applicable to all Named Executive Officers as of December 31, 2020.  The subsequent tables quantify the 
future potential benefits payable pursuant to our Severance Pay Plan upon qualifying terminations. 

Upon a termination without “Cause” or, in the case of Mr. McClain, a resignation for “Good Reason,” that does 

not occur during the “Protection Period,” a participant in the Plan will be eligible to receive the following benefits: 

(cid:120) 

a lump sum cash payment equal to 50% of such person’s annual base salary (or 100% of annual base 
salary for Mr. McClain); and 

32 

 
 
 
 
 
 
(cid:120) 

continuation coverage for the individual and his or her spouse and eligible dependents under our group 
health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for 
six months (or twelve months for Mr. McClain) at active employee rates, unless such coverage is earlier 
terminated in accordance with the terms of the Plan. 

Unless otherwise specified in an individual participation agreement, 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 one-year anniversary following such Change in Control (the “Protection Period”), then the participant will be 
eligible to receive the following benefits 

(cid:120) 

(cid:120) 

(cid:120) 

a lump sum cash payment equal to 100% of such person’s annual base salary (or 150% of annual base 
salary for Mr. McClain);  

continuation coverage for the individual and his or her spouse and eligible dependents under our group 
health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for 
twelve months (or eighteen months for Mr. McClain) at active employee rates, unless such coverage is 
earlier terminated in accordance with the terms of the Plan; and 

accelerated vesting of all outstanding equity compensation awards, with performance-based awards 
vesting at the greater of actual performance as of the date of the termination of employment or target 
performance. 

 “Cause” means a termination following a vote of either the Board for Mr. McClain or the Compensation 

Committee for our other Named Executive Officers to dismiss the employee due to his or her (a) conviction of a 
felony; (b) engagement in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or 
embezzlement, illegality or unlawful harassment which would materially adversely affect our business or reputation 
or would expose us to a risk of material civil or criminal legal damages, liabilities or penalties; (c) repeated willful 
failure to follow the reasonable directives of the Board in connection with our business affairs; (d) material breach 
or violation of any material agreement with us or our policies; or (e) willful and deliberate non-performance of duty; 
provided, however, that any termination under clauses (c), (d) or (e) will be subject to a thirty-day cure period. 

“Good Reason” means that, after complying with certain notification and cure periods, the employee resigns 

from employment after we, without the employee’s prior written consent, either: (a) reduce the employee’s base 
salary in any material respect (other than certain across-the-board salary reductions); (b) fail to pay any material 
incentive compensation to which the employee is actually entitled under a written agreement; (c) make a material 
reduction in the employee’s job responsibilities so as to constitute a de facto demotion (other than a mere change in 
title or reporting relationship in connection with a change in control); or (d) relocate the employee’s principal place 
of work outside of a 25-mile radius of the employee’s current principal place of work without the employee’s prior 
written approval. 

“Change in Control” means (a) the acquisition of more than 50% of the total fair market value or total voting 
power of the Company by any person or group; (b) the acquisition of 30% or more of the total voting power of the 
Company by any person or group or a change in the majority of the members of our Board, in each case, in any 12-
month period; or (c) the acquisition of 40% or more of the total gross fair market value of all the assets of the 
Company by any person or group in any 12-month period.  The Severance Pay Plan incorporates the definition of 
Change in Control used in our LTIP, 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 Termination and Change in Control Benefits Table 

The following table illustrates an estimated amount of compensation or other benefits potentially payable to 
each of our Named Executive Officers as of December 31, 2020 that could be triggered upon termination of such 
executive’s employment under various scenarios. We have assumed that all salary payments or any expenses the 
executive may be due have been paid currently. Any amount ultimately received will vary based on a variety of 
factors, including the reason for such executive’s termination of employment, the date of such executive’s 
termination of employment, and the executive’s age upon termination of employment. The amounts shown assume 
that such termination was effective as of December 31, 2020, and, therefore, are estimates of the amounts that would 

33 

have been paid to such executives upon their termination. Actual amounts to be paid can only be determined at the 
time of such executive’s termination from the company.  

No Change in Control 

Change in Control (1) 

Voluntary 
Termination 
($) 

For Cause 
Termination 
($) 

Mark McClain 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

Jason Ream 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

Matt Mills 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

Juliette Rizkallah 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

Chris Schmitt 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

Grady Summers 

Cash Severance (3) 
Unvested Equity (4) 
Medical Benefits (5) 
Estimated Total 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

Termination 
Without 
Cause or for 
Good Reason 
(2) 
($) 

$  450,000 
$ 
0 
$ 
6,706 
$  456,706 

$  190,000 
$ 
0 
$ 
14,543 
$  204,543 

$  200,000 
$ 
0 
10,170 
$ 
$  210,170 

$  160,000 
0 
$ 
$ 
14,543 
$  174,543 

$  160,000 
$ 
0 
$ 
14,543 
$  174,543 

$  190,000 
$ 
0 
$ 
13,479 
$  203,479 

For Cause 
Termination 
($) 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

Termination 
Without 
Cause or for 
Good Reason 
($) 

$  675,000 
$16,636,694 
$ 
13,413 
$17,325,107 

$  380,000 
$  8,944,753 
$ 
29,086 
$  9,353,839 

$  400,000 
$10,074,340 
20,339 
$ 
$10,494,680 

$  320,000 
$  3,885,591 
$ 
29,086 
$  4,234,677 

$  320,000 
$  3,724,092 
$ 
29,086 
$  4,073,177 

$  380,000 
$12,374,201 
$ 
26,958 
$12,781,159 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

Death 
($) 

Disability 
($) 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

$ 
$ 
$ 
$ 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

0 
0 
0 
0 

 (1)  As provided by the Severance Pay Plan, all unvested equity-based awards vest in connection with a change in control only if the Named 

Executive Officer is terminated within the Protection Period without Cause or for Good Reason. 

(2)  Only Mr. McClain is entitled to benefits upon a termination for Good Reason outside of the Protection Period. 

(3)  Calculation of benefits for various termination scenarios is described in the narrative preceding this table.  

(4)  Values are calculated based on the closing price of our common stock of $53.24 on December 31, 2020. The value for the acceleration of stock 
option awards is calculated as the difference between the closing price of our common stock of $53.24 on December 31, 2020 and the exercise 
price per share of the award multiplied by the number of shares vesting. 

(5)  Calculated based on the premiums payable to elect benefit continuation coverage by the Named Executive Officer pursuant to the 

Consolidated Omnibus Budget Reconciliation Act of 1985, (COBRA) for six or twelve months, as applicable, and for the actual level of group 
medical, dental and vision coverage in effect as of December 31, 2020. 

34 

 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
  
 
  
 
 
 
 
  
 
  
 
 
  
 
 
  
 
  
 
 
 
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
2020 Director Compensation Program 

DIRECTOR COMPENSATION 

The Compensation Committee is responsible for recommending to the Board the form and amount of 

compensation for non-employee directors. 

For 2020, our non-employee directors were 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:  

Annual cash retainer 
Additional annual cash retainer for the Chairman of the Board 
Additional annual cash retainer for Chairman of the Audit Committee 
Additional cash retainer for members of the Audit Committee 
Additional cash retainer for the Chairman of the Compensation Committee 
Additional annual cash retainer for members of the Compensation Committee 
Additional annual cash retainer for Chairman of the Nominating and Corporate Governance Committee 
Additional cash retainer for members of the Nominating and Corporate Governance Committee 
Annual cash retainer for Chairman of the Cybersecurity Committee 
Annual cash retainer for members of the Cybersecurity Committee 
Annual equity retainer of RSUs 

30,000  
   $ 
20,000  
   $ 
20,000  
   $ 
10,000  
   $ 
12,000  
   $ 
6,000  
   $ 
7,500  
   $ 
3,750  
   $ 
10,000  
   $ 
   $ 
5,000 
   $  180,000 

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 and up to $5,000 per year for director education expenses. 

As described above, the Compensation 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, three 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. 

The following table reflects information regarding our director compensation for the year ended December 31, 

2020. 

William G. Bock 
Cam McMartin 
Heidi M. Melin 
Tracey E. Newell 
James M. Pflaging 
Michael J. Sullivan 

Name 

Fees Earned or 
Paid in Cash ($) 

Unit 
Awards (1) 

Total ($) 

  $ 
  $ 
  $ 
  $ 
    $ 
    $ 

$70,702    $ 
$35,000    $ 
$46,500    $ 
$43,188    $ 
$53,750    $ 
$55,000    $ 

201,334     $ 
256,605    $ 
201,334     $ 
201,334     $ 
201,334     $ 
201,334     $ 

272,036  
291,605 
247,834  
244,521  
255,084  
256,334  

(1)  Reflects the aggregate grant date fair value of the 10,948 RSUs granted to each of the non-employee directors on May 5, 2020, computed in 

accordance with ASC Topic 718, determined without regard to forfeitures. Such awards represent the non-employee directors’ only 
outstanding stock awards as of December 31, 2020 and will become vested and nonforfeitable on May 5, 2021, subject to the director’s 
continued service. Also includes 2,342 RSUs granted to Mr. McMartin on January 1, 2020, representing a pro-rated award for service from 
the time he joined the Board through the 2020 Annual Meeting of Stockholders, valued at the grant date fair value. This pro-rated award 
vested on May 5, 2020. See Note 1 to our audited consolidated financial statements in our 2020 Annual Report for a discussion of the 
assumptions used in determining the ASC Topic 718 grant date fair value of these awards.   

35 

   
   
     
  
 
 
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 

Since January 1, 2020, other than the compensation arrangements, including employment, termination of 
employment and change in control arrangements, discussed in the sections titled “Executive Compensation” and 
“Director Compensation,” there have been no transactions in which: 

(cid:120)  we have been or are to be a participant; 

(cid:120) 

(cid:120) 

the amount involved exceeded or is expected to exceed $120,000; and 

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any 
immediate family member of, or person sharing the household with, any of these individuals or entities, had 
or will have a direct or indirect material interest. 

Policies and Procedures for Related Party Transactions 

The Board has adopted a formal written policy providing that the Audit Committee will be responsible for 
reviewing “related party transactions,” which are generally transactions, arrangements or relationships (or any series 
of similar transactions, arrangements or relationships) to which we are a party, in which the aggregate amount 
involved exceeds or may be expected to exceed $120,000 and in which a related person has, had or will have a direct 
or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, 
nominee for director or greater than 5% beneficial owner of our capital stock, in each case since the beginning of the 
most recently completed year, and any of their immediate family members. In determining whether to approve or 
ratify any such transaction, the Audit Committee will take into account, among other factors it deems appropriate, (i) 
whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under 
the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction. 

36 

 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

The following table sets forth certain information with respect to the beneficial ownership of our common 

stock, as of the Record Date, for: 

(cid:120) 

(cid:120) 

(cid:120) 

(cid:120) 

each of our Named Executive Officers; 

each of our current directors; 

all of our current directors and executive officers as a group; and 

each person known by us to be the beneficial owner of more than 5% of our common stock. 

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or 

shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our 
knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to 
all shares of common stock and sole voting and no investment power with respect to all shares of unvested restricted 
stock that they beneficially own, subject to community property laws where applicable. The information does not 
necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) 
of the Securities Act. 

We have based our calculation of the percentage of beneficial ownership on 91,960,710 shares of our common 

stock outstanding as of the Record Date. We have deemed shares issuable pursuant to RSUs that vest within 60 days 
of the Record Date and shares of our common stock subject to stock options that are currently exercisable or 
exercisable within 60 days of the Record Date to be outstanding and to be beneficially owned by the person holding 
the restricted stock unit or stock option for the purpose of computing the percentage ownership of that person. We 
did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any 
other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o 
SailPoint Technologies Holdings, Inc., 11120 Four Points Drive, Suite 100, Austin, Texas 78726.  

Name of Beneficial Owner 
Named Executive Officers and Directors 
Mark McClain (1) ................................................................................................  
Jason Ream (2) .....................................................................................................  
Matt Mills (3) .......................................................................................................  
Juliette Rizkallah (4) ............................................................................................  
Chris Schmitt (5) ..................................................................................................  
Grady Summers ....................................................................................................  
William G. Bock (6) .............................................................................................  
Cam McMartin (7) 
Heidi M. Melin (8)  ..............................................................................................  
Tracey E. Newell (9) ............................................................................................  
James M. Pflaging (10) ........................................................................................  
Michael J. Sullivan (11) .......................................................................................  
All directors and executive officers as a group (11 people)  ................................  
Other 5% Stockholders 
BlackRock, Inc. (12) ............................................................................................  
The Vanguard Group (13) ....................................................................................  
HMI Capital Management, L.P. (14) ....................................................................  
SoMa Equity Partners, LP (15) ............................................................................  

Shares of Common Stock Beneficially 
Owned 

Number 

Percentage 

1,753,369 
59,696 
73,757 
151,175 
72,931 
— 
73,347 
38,249 
3,800 
7,008 
153,999 
8,255 
2,244,411 

10,698,586 
8,453,097 
5,572,172 
5,300,000 

1.9% 
* 
* 
* 
* 
* 
* 
* 
* 
* 
* 
* 
2.4% 

11.6% 
9.2% 
6.1% 
5.8% 

*  Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. 

(1)  Consists of 874,322 shares of common stock, 0 shares of common stock issuable pursuant to RSUs that vest within 60 days 

of the Record Date and 269,053 shares of common stock subject to stock options that are currently exercisable or 

37 

 
 
 
 
 
 
exercisable within 60 days of the Record Date held directly by Mr. McClain, 495,994 shares of common stock held by the 
McClain Charitable Remainder Unitrust, 38,000 shares of common stock held by the McClain RHD 2015 Trust, 38,000 
shares of common stock held by the McClain ADM 2015 Trust and 38,000 shares of common stock held by the McClain 
GMM 2015 Trust. Mr. McClain is a co-trustee for each of the McClain Charitable Remainder Unitrust, McClain RHD 2015 
Trust, McClain ADM 2015 Trust and McClain GMM 2015 Trust. As such, Mr. McClain may be deemed to have shared 
voting and investment power with respect to all of the shares of common stock held by such trusts.  

(2)  Consists of 20,156 shares of common stock, 0 shares of common stock issuable pursuant to RSUs that vest within 60 days of 
the Record Date and 39,540 shares of common stock subject to stock options that are currently exercisable or exercisable 
within 60 days of the Record Date held directly by Mr. Ream. 

(3)  Consists of 0 shares of common stock, 0 shares of common stock issuable pursuant to RSUs that vest within 60 days of the 

Record Date and 73,757 shares of common stock subject to stock options that are currently exercisable or exercisable within 
60 days of the Record Date held directly by Mr. Mills.  

(4)  Consists of 11,384 shares of common stock, 0 shares of common stock issuable pursuant to RSUs that vest within 60 days of 
the Record Date and 139,791 shares of common stock subject to stock options that are currently exercisable or exercisable 
within 60 days of the Record Date held directly by Ms. Rizkallah.  

(5)  Consists of 8,914 shares of common stock, 0 shares of common stock issuable pursuant to RSUs that vest within 60 days of 
the Record Date and 64,017 shares of common stock subject to stock options that are currently exercisable or exercisable 
within 60 days of the Record Date held directly by Mr. Schmitt.  

(6)  Consists of 73,347 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 
stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Mr. Bock. 

(7)  Consists of 38,249 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 
stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Mr. McMartin. 

(8)  Consists of 3,800 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 

stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Ms. Melin. 

(9)  Consists of 7,008 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 
stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Ms. Newell. 

(10) Consists of 9,551 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 
stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Mr. Pflaging 
and 144,448 shares of common stock held by the MMJ Living Trust. Mr. Pflaging is a co-trustee of the MMJ Living Trust. 
As such, Mr. Pflaging may be deemed to have shared voting and investment power with respect to all of the shares of 
common stock and shared voting power but no investment power with respect to all of the shares of restricted stock held by 
the MMJ Living Trust. 

(11) Consists of 8,255 shares of common stock and 0 shares of common stock issuable pursuant to RSUs that vest or subject to 
stock options that are currently exercisable or exercisable within 60 days of the Record Date held directly by Mr. Sullivan. 

(12) Pursuant to a Schedule 13G/A filed on February 5, 2021, by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting 

power with respect to 10,588,654 shares, sole dispositive power with respect to 10,698,586 shares, shared voting power with 
respect to 0 shares and shared dispositive power with respect to 0 shares. The address for BlackRock is 55 East 52nd Street, 
New York, New York 10055. 

(13) Pursuant to a Schedule 13G/A filed on February 10, 2021, by The Vanguard Group (“Vanguard”), Vanguard has sole voting 
power with respect to 0 shares, sole dispositive power with respect to 8,175,818 shares, shared voting power with respect to 
204,114 shares and shared dispositive power with respect to 277,279 shares. The address for Vanguard is 100 Vanguard 
Boulevard, Malvern, Pennsylvania 19355.  

(14) Pursuant to a Schedule 13G/A filed on February 17, 2021 by HMI Capital Management, L.P. (“HMI Capital”), HMI Capital 
has sole voting power with respect to 0 shares, sole dispositive power with respect to 0 shares, shared voting power with 
respect to 5,572,172 shares and shared dispositive power with respect to 5,572,172 shares. HMI Capital’s Schedule 13G/A 
also reported that HMI Capital Partners, L.P. (together with HMI Capital, “HMI”) has sole voting power with respect to 0 
shares, sole dispositive power with respect to 0 shares, shared voting power with respect to 5,123,679 shares and shared 
dispositive power with respect to 5,123,679 shares. The address for HMI is 555 California Street, Suite 4900, San Francisco, 
California 94104. 

(15) Pursuant to a Schedule 13G/A filed on January 8, 2021, by SoMa Equity Partners, LP (“SoMa”), SoMa has sole voting 

power with respect to 5,300,000 shares, sole dispositive power with respect to 5,300,000 shares, shared voting power with 
respect to 0 shares and shared dispositive power with respect to 0 shares. The address for SoMa is 44 Montgomery Street, 
Suite 3710, San Francisco, California 94104. 

38 

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 Committee monitors the 
relationship between the pay that our executive officers receive and the pay that our non-managerial employees 
receive. The Compensation Committee reviewed a comparison of Chief Executive Officer total compensation to that 
of our median employee. The compensation for our Chief Executive Officer in 2020 was approximately 23 times the 
compensation of our median employee. 

Because there has been no change in our employee population or employee compensation arrangements that we 

believe would significantly impact our pay ratio disclosure, consistent with applicable rules we have compared our 
Chief Executive Officer’s compensation against the median employee who we identified in 2019. We identified the 
median employee by examining the 2019 base salary (which we believe is a consistently applied compensation 
measure) for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 
2019. 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 December 31, 2019.   We also annualized the 
compensation for any employees that were not employed by us for all of 2019. With the exception of the foregoing, 
we did not make any other assumptions, adjustments, or estimates with respect to determining base salaries.   

After identifying the median employee using base salary, 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 2020 for our Chief Executive Officer, Mark D. 
McClain, as set forth above in the Summary Compensation Table, was $ 5,956,298. The total compensation during 
2020 for our median employee, using the same methodology, was $253,866. This results in a ratio of our Chief 
Executive Officer’s annual total compensation to our median employee’s annual total compensation of 
approximately 23:1. For additional information concerning Mr. McClain’s compensation, see “Executive 
Compensation—Executive Compensation Tables—2020 Summary Compensation Table.” 

EQUITY COMPENSATION PLAN INFORMATION 

The following table reflects, as of December 31, 2020, information regarding compensation plans (including 

individual compensation arrangements) under which equity securities of the Company are authorized for issuance.  

Plan Category 
Equity compensation plans 
approved by security holders 
Equity compensation plans not 
approved by security holders (2) 
     Total 

Number of securities to be 
issued upon exercise of 
outstanding options, 
warrants and rights 

Weighted-average 
exercise price of 
outstanding options, 
warrants and rights (1) 

Number of securities 
remaining for future 
issuance under equity 
compensation plans 

— 

  $ 

4,955,472  (3) 
4,955,472 

$ 
$ 

— 

22.09 
22.09 

— 

14,699,531  (4) 
14,699,531 

(1)  The weighted-average exercise price does not take into account restricted stock units because restricted stock units do not 

have an exercise price upon vesting. 

(2)  Consists of shares issued and issuable pursuant to four plans: the LTIP, the ESPP, our Amended and Restated 2015 Stock 

Option and Grant Plan (the “2015 Option Plan”) and our 2015 Stock Incentive Plan (the “2015 Incentive Plan” and, together 
with the 2015 Option Plan, the “2015 Plans”). The LTIP and ESPP were adopted by the Board and our stockholders prior to 
and in connection with our initial public offering in November 2017.  A description of the material terms of the LTIP, ESPP 
and 2015 Plans is available in our prospectus dated November 16, 2017, filed with the SEC pursuant to Rule 424(b)(4) of 
the Securities Act under the heading “Executive Compensation—Additional Narrative Disclosure” and in Note 8 to the 
Unaudited Consolidated Financial Statements. The 2015 Plans are materially consistent with the LTIP, except that the 2015 
Option Plan permits the issuance of options only and the 2015 Incentive Plan, which is an omnibus plan similar to the LTIP, 
allows for the issuance of options to eligible participants in Israel compliant with Section 102 of the Israeli Tax Ordinance, 
and is currently used primarily for that purpose. 

39 

 
   
 
 
 
 
 
 
 
 
 
 
(3)  Includes 1,865,766 shares of common stock issuable upon exercise of outstanding stock options and 3,089,706 restricted 

stock units settleable in shares of the Company’s common stock. 

(4)  Of these shares, 2,606,061 shares remained available for issuance under the ESPP, 11,097,947shares remained available for 
issuance under the LTIP, 645,396 remained available for issuance under the 2015 Option Plan and 350,127 remained 
available 2015 Incentive Plan. These shares are in addition to the shares reserved for issuance pursuant to outstanding 
awards included in the first column.  

40 

AUDIT COMMITTEE REPORT 

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. 

Management has the primary responsibility for establishing and maintaining adequate internal financial 
controls, for preparing the financial statements and for the public reporting process. Grant Thornton LLP (“Grant 
Thornton”), the Company’s independent registered public accounting firm, is responsible for expressing opinions on 
the conformity of the Company’s audited financial statements with generally accepted accounting principles. 

The Audit Committee has reviewed and discussed with management and Grant Thornton the Company’s 
audited consolidated financial statements for the fiscal year ended December 31, 2020. The Audit Committee has 
also discussed with Grant Thornton the matters required to be discussed by Auditing Standard No. 1301, 
Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (the 
“PCAOB”). 

The Audit Committee also received the written disclosures and the letter from Grant Thornton that are required 
by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee 
concerning independence and has discussed with Grant Thornton its independence. On the basis of the foregoing, 
the Audit Committee concluded that Grant Thornton is independent from the Company, its affiliates and 
management. 

Based upon its review of the Company’s audited financial statements and the discussions noted above, the 

Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial 
statements for the fiscal year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K 
for such fiscal year, which was filed with the SEC. 

This report has been furnished by the members of the Audit Committee. 

THE AUDIT COMMITTEE 

Michael J. Sullivan, Chair 
William G. Bock  
James M. Pflaging 

41 

 
 
DELINQUENT SECTION 16(A) REPORTS 

Section 16(a) of the Exchange Act requires that our directors, executive officers and persons who 
beneficially own more than 10% of our common stock to file reports regarding ownership and changes in 
ownership of our common stock with the SEC and NYSE. These persons are also required by SEC 
regulation to furnish the Company with copies of all such reports they file. Based solely on our review of 
such reports and any written representations from such reporting persons, we believe that except as set forth 
below, all required Section 16 reports were timely filed during 2020 by our directors, executive officers and 
beneficial owners of more than 10% of our common stock. 

During 2020, Mr. Schmitt submitted a timely report on Form 4 reporting a sale pursuant to a 10b5-1 

sales plan, which form he subsequently amended to report an underlying stock option exercise that was 
inadvertently omitted from the original Form 4, causing it to be deemed to be delinquent. 

SUBMISSION OF STOCKHOLDER PROPOSALS 

For any proposal to be considered for inclusion in the Company’s proxy statement and form of proxy 

relating to the Company’s 2022 Annual Meeting of Stockholders, it must be submitted in writing and 
comply with the requirements of Rule 14a-8 of the Exchange Act. Generally, such proposals are due 
120 days before the anniversary of the date the Company released the proxy materials for the prior year; 
however, if the date of the annual meeting has been changed by more than 30 days from the date of the 
previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy 
materials. We currently expect to hold the 2022 Annual Meeting of Stockholders within 30 days of April 
29. Therefore, we have determined that Rule 14a-8 stockholder proposals must be received by the 
Company at its principal executive offices no later than the close of business on November 19, 2021, unless 
otherwise announced by the Company prior to the 2022 Annual Meeting of Stockholders.   

In accordance with our bylaws, stockholder proposals and director nominations that are not intended to 

be included in the Company’s proxy statement must be received, in writing, by the Secretary of the 
Company at the principal executive offices of the Company not later than the close of business on the 90th 
day nor earlier than the close of business on the 120th day prior to the first anniversary of the prior year’s 
annual meeting to be properly brought before an annual meeting of stockholders; provided, however, that in 
the event that the date of the annual meeting is more than 30 days before or more than 70 days after such 
anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder must be 
so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not 
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day 
following the day on which public announcement of the date of such meeting is first made by the 
Company. Thus, assuming the 2022 Annual Meeting of Stockholders will be held no more than 30 days 
before nor more than 70 days after the first anniversary date of the 2021 Annual Meeting, if the Company 
does not receive notice of such a proposal or nomination between December 30, 2021 and January 29, 
2022, it will be considered “untimely,” and the presiding officer at the 2022 Annual Meeting may properly 
use his or her discretionary authority to declare that such proposal or nomination was not properly brought 
before the meeting and therefore shall not be transacted. 

Any matter so submitted must comply with the other provisions of our bylaws and be submitted in 

writing to the Secretary at the principal executive offices of the Company.  

OTHER BUSINESS 

The Board does not presently intend to bring any other business before the Annual Meeting, and, to the 
knowledge of the Board, no matters are to be brought before the Annual Meeting except as specified in the 
Notice of the Annual Meeting. As to any business that may properly come before the Annual Meeting, 
however, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the 
persons voting such proxies. 

42 

Whether or not you expect to attend the Annual Meeting, please vote as soon as possible over the 
Internet or by telephone, or by completing and returning the enclosed proxy card, so that your shares are 
represented at the Annual Meeting. 

WHERE YOU CAN FIND MORE INFORMATION 

The Company files annual, quarterly and current reports, proxy statements and other information with 

the SEC under the Exchange Act. We make available free of charge on or through our Internet website, 
investors.sailpoint.com, our reports and other information filed with or furnished to the SEC and 
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as 
soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The 
SEC’s Internet website, www.sec.gov, also contains reports, proxy statements and other information about 
issuers, like us, who file electronically with the SEC. 

We will provide, without charge, on the written request of any stockholder, a copy of our 2020 

Annual Report, including the financial statements and the financial statement schedules required to 
be filed with the SEC pursuant to Rule 13a-1. Stockholders should direct such requests to Mediant 
by e-mail at paper@investorelections.com, by telephone at (866) 648-8133 or online at 
www.investorelections.com/SAIL. 

43 

[THIS PAGE INTENTIONALLY LEFT BLANK]

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

________________________________________________________________ 

FORM 10-K 

________________________________________________________________ 

(Mark One) 
(cid:31)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2020  
OR 

(cid:31)  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

FOR THE TRANSITION PERIOD FROM                      TO 
Commission File Number 001-38297 
________________________________________________________________ 

SailPoint Technologies Holdings, Inc. 

(Exact name of Registrant as specified in its Charter) 

________________________________________________________________ 

Delaware 
(State or other jurisdiction of 
incorporation or organization) 

11120 Four Points Drive, Suite 100, 
Austin, TX 
(Address of principal executive offices) 

47-1628077 
(I.R.S. Employer 
Identification No.) 

78726 
(Zip Code) 

Registrant’s telephone number, including area code: (512) 346-2000 
________________________________________________________________ 

Title of each class 
Common stock, par value $0.0001 per share 

Securities registered pursuant to Section 12(b) of the Act: 
Trading Symbol(s) 
SAIL 

  Name of each exchange on which registered 
New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act:  None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:95)    No (cid:133) 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes (cid:133)    No (cid:95) 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 
90 days. Yes (cid:95)   No (cid:133) 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes (cid:95)    No (cid:133) 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth 
company.  See  the  definition  of  “large  accelerated  filer,”  “accelerated  filer,”  “smaller  reporting  company,”  and  “emerging  growth  company”  in  Rule 12b-2  of  the 
Exchange Act. 
Large accelerated filer 
Non-accelerated filer 
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised 
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  (cid:133) 

Accelerated filer 
Smaller reporting company 

(cid:95) 
(cid:31) 
(cid:31) 

(cid:31) 
(cid:31) 

Indicate  by  check  mark  whether  the  registrant  has  filed  a  report  on  and  attestation  to  its  management’s  assessment  of  the  effectiveness  of  its  internal  control  over 
financial  reporting  under  Section  404(b)  of  the  Sarbanes-Oxley  Act  (15  U.S.C.7262(b))  by  the  registered  public  accounting  firm  that  prepared  or  issued  its  audit 
report.  ☒ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:31)    No (cid:95) 

On June 30, 2020, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock, par value 
$0.0001 per share, held by non-affiliates of the Registrant was approximately $2.3 billion, based upon the closing price on the New  York  Stock Exchange on such 
date. 

The registrant had 91,429,769 shares of common stock outstanding as of February 18, 2021. 

DOCUMENTS INCORPORATED BY REFERENCE 

Portions  of  the  Registrant’s  definitive  proxy  statement  for  its 2021 Annual  Meeting  of  Stockholders  (the  “Proxy  Statement”),  to  be  filed  within  120  days  of  the 
Registrant’s  fiscal  year  ended December 31,  2020,  are  incorporated  by  reference  in  Part  III  of  this  Annual  Report  on  Form  10-K  (this  “Form  10-K”).  Except  with 
respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. 

 
 
  
 
 
 
 
 
 
Page 

2 

13 

27 

27 

27 

27 

28 

30 

30 

45 

47 

85 

85 

85 

86 

86 

86 

86 

86 

87 

92 

93 

Table of Contents 

PART I 

Item 1.  Business 
Item 1A.  Risk Factors 
Item 1B.  Unresolved Staff Comments 
Item 2. 
Properties 
Item 3.  Legal Proceedings 
Item 4.  Mine Safety Disclosures 

PART II 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

Selected Financial Data 

Item 6. 
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk 
Item 8. 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
Item 9A.  Controls and Procedures 
Item 9B.  Other Information 

Financial Statements and Supplementary Data 

PART III 
Item 10.  Directors, Executive Officers and Corporate Governance 
Item 11.  Executive Compensation 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
Item 13.  Certain Relationships and Related Transactions, and Director Independence 
Item 14.  Principal Accountant Fees and Services 

Item 15.  Exhibits, Financial Statement Schedules 
Item 16.  Form 10-K Summary 
Signatures 

PART IV 

i 

 
 
 
 
 
 
 
 
 
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities 
laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events 
or  our  future  financial  or  operating  performance.  All  statements  included  in  this  Annual  Report  on  Form  10-K,  other  than 
statements of historical fact, are forward-looking statements. This includes statements regarding our strategy, future operations, 
financial  position,  estimated  revenues  and  losses,  projected  costs,  prospects,  plans  and  objectives  of  management.  In  some 
cases,  you  can  identify  forward-looking  statements  because  they  contain  words  such  as  “may,”  “will,”  “should,”  “expects,” 
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” 
or “continue” or the negative of these words or other similar terms or expressions. 

You should not rely upon forward-looking statements as predictions of future events or place undue reliance thereon. 
We  have  based  the  forward-looking  statements  contained  in  this  Annual  Report  on  Form  10-K  primarily  on  our  current 
expectations  and  projections,  in  light  of  currently  available  information,  about  future  events  and  trends  that  we  believe  may 
affect  our  business,  financial  condition,  results  of  operations  and  prospects.  The  outcome  of  the  events  described  in  these 
forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and 
elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. 
New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could 
have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that 
the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, 
events or circumstances could differ materially from those described in the forward-looking statements. 

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on 
which  the  statements  are  made.  We  undertake  no  obligation  to  update  any  forward-looking  statements  made  in  this Annual 
Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new 
information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect 
the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. 

1 

 
ITEM 1. BUSINESS 

Overview 

PART I 

SailPoint  Technologies  Holdings,  Inc.  (“SailPoint,”  “the  Company”  or  “we”)  is  the  leading  provider  of  enterprise 
identity  security  solutions.  SailPoint  was  launched  by  a  team  of  visionary  industry  veterans  to  empower  our  customers  to 
efficiently  and  securely  govern  the  digital  identities  of  employees,  contractors,  business  partners,  software  bots  and  other 
human  and  non-human  users,  and  manage  their  constantly  changing  access  rights  to  enterprise  applications  and  data.  Our 
identity  security  solutions  provide  organizations  with  critical  visibility  into  who currently has  access  to  which  resources, 
who should have access to those resources and how that access is being used. We offer both software as a service (“SaaS”) and 
software solutions, which provide organizations the intelligence required to empower users and govern their access to systems, 
applications and data across hybrid IT environments, spanning on-premises and cloud applications and file storage platforms. 
We help customers enable their businesses with more agile and innovative IT, streamline delivery of access to their businesses, 
enhance  their  security  posture  and  better  meet  compliance  and  regulatory  requirements.  Our  customers  include  many  of  the 
world’s largest and most complex organizations, including commercial enterprises, financial institutions and governments. 

Organizations  globally  are  investing  in  technologies  such  as  cloud  computing,  artificial  intelligence  ("AI")  and 
machine  learning  ("ML")  to  improve  employee  productivity,  business  agility  and  competitiveness.  Today,  enterprise 
environments  are  more  open  and  interconnected  with  their  business  partners,  contractors,  vendors  and  customers.  Business 
users  have  driven  a  dramatic  increase  in  the  number  of  applications  and  amount  of  data  that  organizations  need  to  manage, 
much  of  which  sits  beyond  the  traditional network perimeter.  Because  of  these  trends,  the  attack  surface  is  expanding  while 
well-funded  cyber  attackers,  in  some  cases  sponsored  by  nation-states,  have  significantly  increased  the  frequency  and 
sophistication of their attacks. For example, it has been reported that the SolarWinds breach was part of a highly sophisticated, 
broad and coordinated nation-state cyber operation that targeted the IT infrastructure of the United States and potentially other 
countries as well.  As a result, IT professionals need to manage and secure increasingly complex hybrid IT environments within 
these extended enterprises. 

Attackers frequently target the identity vector as it allows them to leverage user identities to gain access to high-value 
systems and data while concealing their activity and movements within an organization’s IT infrastructure. The consequences of 
a data breach can be extremely damaging, with organizations facing significant costs to remediate the breach and repair brand 
and reputational damage. In addition, governments and regulatory bodies have increased efforts to protect users and their data 
with a new wave of regulatory and compliance measures that are further burdening organizations and levying severe penalties 
for  non-compliance.  As  a  result  of  these  trends,  enterprises  are  struggling  to  efficiently  manage  and  secure  their  digital 
identities. 

We  believe  that  our  identity  security  solutions are  a  critical,  foundational  layer of  a  modern  cyber  security  strategy, 
which increasingly leverages a zero-trust approach for securing access. Open architecture allows our solutions to complement 
and build upon traditional perimeter- and endpoint-centric security solutions, which we believe on their own are increasingly 
insufficient  to  secure  organizations,  and  their  applications  and  data.  We  deliver  an  identity  security  platform  that  combines 
identity  and  data  governance  solutions  to  form  a  holistic  view  of  the  enterprise's  identities,  both  human  and  non-human.  In 
combination with our technology partners, we create identity awareness throughout our customers’ environments by providing 
valuable  insights  into,  and  incorporating  information  from,  a  broad  range  of  enterprise  software  and  security  solutions.  Our 
governance platform provides a system of record  for  digital identities  across our customers’ IT  environments while allowing 
them to remain agile and competitive. Our  adaptable solutions integrate seamlessly into existing technology  stacks, allowing 
organizations  to  maximize  the  value  of  their  technology  investments.  Our  professionals  work  closely  with  customers 
throughout the implementation lifecycle, from documentation to development to integration. 

Our  solutions  address  the  complex  needs  of  global  enterprises  and  mid-market  organizations.  Our  go-to-market 
strategy  consists  of  both  direct  sales  and  indirect  sales  through  resellers,  such  as  Optiv,  and  system  integrators.  Our  mature 
system  integrator  channel  includes  global  consultants  such  as  Accenture,  Deloitte,  Ernst  &  Young  (“EY”),  KPMG  and 
PricewaterhouseCoopers (“PwC”), all of whom have dedicated SailPoint practices, with some dating back more than 10 years.  

2 

 
Our Growth Strategy 

Key investments we are making to drive growth include: 

• 

• 

• 

• 

• 

• 

Driving  new  customer  growth  within  existing  geographic  markets.  There  is  a  significant  opportunity  to 
expand  our  footprint  through  both  new,  greenfield  deployments  and  displacement  of  competitive  legacy 
solutions in the markets that we currently serve. We plan to expand our customer base in these countries by 
continuing  to  grow  our  sales  organization,  expand  and  leverage  our  channel  partnerships  and  enhance  our 
marketing efforts. 
Further  penetrating  our  existing  customer  base.  Our  customer  base  of  1,753,  as  of  December 31,  2020, 
provides a significant opportunity to drive incremental sales. Our customers have the flexibility to start with a 
single use case or project and expand over time. As they realize the value of their investment, new use cases 
and  deployments  are  identified,  allowing  us  to  sell  more  products  to  existing  customers  and  to  expand  the 
number and types of identities, including non-human and machine identities, and governed systems we cover 
within  their  organizations.  This  is  especially  true  when  it  comes  to  our  new  and  expanded  SaaS  offerings, 
including AI and cloud governance. We believe strong customer satisfaction is fundamental to our ability to 
expand our customer relationships. 
Continuing to invest in our platform. Innovation is a core part of our culture. We believe we have established 
a  reputation  as  a  technology  leader  and  innovator  in  identity  security.  We  intend  to  continue  investing, 
particularly in our SaaS offerings, to extend our position as the leader in identity security by developing or 
acquiring new products and technologies. 
Leveraging and expanding our network of partners. Our partnerships with global system integrators, such as 
Accenture, Deloitte, EY, KPMG and PwC, and resellers, such as Optiv, have helped us extend our reach and 
serve  our  customers  more  effectively. We  see  a  significant  opportunity  to  offer  comprehensive  solutions  to 
customers  by  collaborating  with  adjacent  technology  vendors.  We  intend  to  continue  to  invest  in  our 
partnership network as their influence on our sales is vital to the success of our business. 
Expanding market and product investment across existing vertical markets. We believe there is significant 
opportunity to further penetrate our target vertical markets by continuing to provide vertical-specific identity 
solutions and focusing our marketing efforts to address the use cases of those customers. With this approach, 
we  believe  we  will  be  better  able  to  address  opportunities  in  key  industries,  such  as  financial  services, 
healthcare, and federal, state and local government. 
Continuing to expand our global presence. We believe there is significant opportunity to grow our business 
internationally.  Enterprises  around  the  world  are  facing  similar  operational,  security  and  compliance 
challenges, driving the need for identity governance. We have personnel in 18 countries and customers based 
in 57 countries as of December 31, 2020 and we generated 28% of our revenue outside of the United States in 
2020.  We  plan  to  leverage  our  existing  strong  relationships  with  global  system  integrators  and  channel 
partners to grow our presence in Europe, Asia Pacific and other international markets. 

Product, Subscription, and Support Offerings 

We deliver an integrated set of solutions to address identity security challenges for medium and large enterprises. This 
set  of  solutions  supports  all  aspects  of  identity  security,  including  provisioning,  access  request,  compliance,  password 
management and identity analytics for visualizing and controlling which identities have access to data stored in applications and 
files. 

Our solutions deliver governance across the hybrid enterprise, extending from the mainframe to the cloud. We provide 
over  100  out-of-the-box  connectors  to  enterprise  applications  environments  such  as  SAP,  Workday  and  ServiceNow,  which 
automate the collection, analysis and provisioning of identity data. We also provide governance over infrastructure components, 
such as mainframes, operating systems, directories, databases and  data  storage solutions, and  over  vertical solutions, such  as 
Epic in the healthcare provider market. SailPoint leverages AI and ML technologies into our open identity platform to deliver 
actionable insights and recommendations to reduce risk, accelerate deployment and simplify administration. 

Our solutions are built on our open identity platform, which creates a flexible deployment to address a wide range of 

customer use cases and enables integration to a variety of security and operational IT applications such as IT service 
management solutions (e.g., BMC Remedy and ServiceNow), privileged access management (“PAM”) (e.g., 
CyberArk and BeyondTrust), enterprise mobility management and security information and event management. Our open 
identity platform extends the reach of our identity security processes and enables effective identity security controls across 
unique customer environments. 

3 

 
IdentityNow 

IdentityNow is our cloud-based, multi-tenant identity governance platform, which is delivered as a SaaS subscription 
offering.  IdentityNow  provides  customers  with  a  set  of  fully  integrated  services  for  compliance,  provisioning  and  password 
management  for  applications  and  data  hosted  on-premises  or  in  the  cloud.  IdentityNow  meets  the  most  stringent  identity 
security  requirements  and  provides  enterprise-grade  services  that  meet  scalability,  performance,  availability  and  security 
demands. IdentityNow enables organizations to: 

• 
• 
• 

Automate identity security processes in one unified solution delivered from the cloud; 
Accelerate deployment with built-in best practice policies, options and default settings; and 
Eliminate the need to buy, deploy and maintain hardware and software to run an identity security solution. 

We  package  and  price  IdentityNow  into  a  Cloud  Platform  and  Governance  Services  with  unique  functionality  as 

outlined below: 

• 

• 

• 

• 

• 

• 

Cloud Platform: IdentityNow provides foundational components for identity security in the cloud, including 
production and sandbox instances and the IdentityNow Cloud Gateway virtual appliance, which leverages our 
patented  method  for  integrating  with  on-premises  applications  and  data.  IdentityNow  also  includes  a  large 
catalog of pre-built connectors and application profiles to on-premises and cloud applications, leveraging the 
intellectual  property  developed  for  IdentityIQ.  It  is  included  with  all  Governance  Services  at  no  additional 
charge. 
User  Provisioning:  This  module  enables  business  users  to  be  productive  from  day  one.  With  IdentityNow 
user provisioning, organizations can streamline the on-boarding and off-boarding process with best practice 
configurations  and  workflows,  enabling  IT  to  immediately  grant  employees  access  to  the  applications  and 
data they need to do their jobs. 
Access  Request:  This  module  empowers  the  entire  enterprise  with  a  robust  self-service  solution  for 
requesting  and  approving  access  to  applications  and  data.  Automating  the  access  request  process  quickly 
delivers business users the access they need to do their jobs. 
Access  Certifications:  This  module  automates  the  process  of  reviewing  user  access  privileges  across  the 
organization.  Using  IdentityNow,  organizations  can  quickly  plan,  schedule  and  execute  certification 
campaigns to ensure the right users have the appropriate access to corporate resources. 
Separation-of-Duties:  This  module  simplifies  and  speeds  the  process  of  investigating  access,  quickly 
uncovering any access-related conflicts of interest for review and mitigation. It also automates the creation of 
policies that ensure continuous compliance with internal and external audit requirements. 
Password Management: This module offers business users an intuitive, self-service experience for managing 
and  resetting  passwords  from  any  device  and  from  anywhere.  This  service  enforces  consistent  and  secure 
password policies for all users across all systems from the cloud to the data center. 

IdentityIQ 

IdentityIQ  is  our  on-premises  identity  security  solution,  which  can  be  hosted  in  the  public  cloud  or  deployed  in  a 
customer’s  data  center.  It  provides  large,  complex  enterprise  customers  a  unified  and  highly  configurable  identity  security 
solution that consistently applies business and security policies as well as role and risk models across applications and data on-
premises or hosted in the cloud. IdentityIQ enables organizations to: 

• 
• 
• 

• 

• 

Empower users to request and gain access to enterprise applications and data; 
Enable business users to reset their passwords via self-service tools without the need for IT involvement; 
Provide  on-demand  visibility  to  IT,  business  and  risk  managers  into  “which  identities  have  access  to  what 
resources” to help make business decisions, improve security and meet audit requirements; 
Improve  security  and  eliminate  common  weak  points  associated  with  data  breaches,  including  weak 
passwords, orphaned accounts, entitlement creep and separation-of-duties policy violations; and 
Manage compliance using automated access certifications and policy management. 

We package and price IdentityIQ into Core Modules and Advanced Integration Modules. All customers leverage the 

IdentityIQ Governance Platform, which provides the base features of the solution, including the identity warehouse, workflow 
engine and governance models. The three Core Modules include: 

• 

Lifecycle Manager: This module provides a business-oriented solution that delivers access securely and cost 
effectively.  The  self-service  access  request  capabilities  feature  an  intuitive  user  interface  that  empowers 
business users to take an active role in managing changes to their access while greatly reducing the burden on 
IT  organizations.  Automated  provisioning  manages  the  business  processes  of  granting,  modifying  and 

4 

 
• 

• 

revoking  access  throughout  a  user’s  lifecycle  with  an  organization,  whether  that  user  is  an  employee, 
contractor or business partner. Changes to user access can be automatically provisioned via a large library of 
direct  connectors  for  applications  such  as Workday  and  SAP  or  synchronized  with  IT  service  management 
solutions such as ServiceNow. 
Compliance  Manager:  This  module  enables  the  business  to  improve  compliance  and  audit  performance 
while  lowering  costs.  It  provides  business  user  friendly  access  certifications  and  automated  policy 
management  controls  (e.g.,  separation-of-duty  violation  reporting)  that  are  designed  to  simplify  and 
streamline  audit  processes  across  all  applications  and  data.  Built-in  audit  reporting  and  analytics  give  IT, 
business and audit teams visibility into, and management over, all compliance activities in the organization. 
File  Access  Manager:  This  module,  a  rebranded  and  repackaged  version  of  the  SecurityIQ  product  line, 
secures access to the growing amount of data stored in file servers, collaboration portals, mailboxes and cloud 
storage  systems.  The  change  was  made  to  align  the  positioning  and  packaging  of  solutions  with  how  our 
customers  are  purchasing  and  deploying  a  comprehensive  identity  security  strategy.  It  helps  organizations 
identify where sensitive data resides, which identities  have access  to it,  and  how they are using  it and then 
puts  effective  controls  in  place  to  secure  it.  File  Access  Manager  is  designed  to  interoperate  with  the 
Compliance  Manager  and  Lifecycle  Manager  modules  to  provide  comprehensive  visibility  and  governance 
over user access to all data. By augmenting identity data from structured systems with data from unstructured 
data targets, organizations can more quickly identify and mitigate risks, spot compliance issues and make the 
right decisions when granting or revoking access to sensitive data. 

The Advanced Integration Modules provide connectivity to target application platforms such as SAP, mainframes and 

file storage systems. 

SailPoint Identity Services 

SailPoint Identity Services are delivered as multi-tenant SaaS subscription services and are designed to integrate and 

extend IdentityNow and IdentityIQ. We package and price SailPoint Identity Services individually. The current list of SailPoint 
Identity Services includes: 

• 

• 

• 

• 

Access Insights: collects a wealth of identity information, turns that information into actionable insights and 
provides business-oriented dashboards and reports to track the effectiveness of your identity program; 
Recommendation  Engine:  uses AI  and  ML,  peer  group  analysis,  identity  attributes  and  access  activity  to 
help you decide whether access should be requested, granted or removed; 
Access  Modeling:  uses AI  and  ML  to  suggest  roles  based  on  similar  access  between  users  and  gives  you 
insights to confirm the correct access for each role; and 
Cloud Access  Management:  uses AI  and  ML  to  automatically  learn,  monitor  and  secure  access  to  cloud 
infrastructure. 

Technology 

Our  comprehensive,  enterprise-grade  identity  security  platform  is  the  result  of  both  years  of  investment  and  the 
expertise  of  the  Company’s  management  and  technical  teams.  Taking  the  lessons  learned  from  our  experiences  with  prior 
generation  identity  solutions,  our  engineers  and  architects  designed  a  modern  identity  platform  with  internet  scale, 
comprehensive hybrid environment coverage, and openness to optimize customers’ existing technology investments. 

Identity Cube Technology 

Our  Identity  Cube  technology  establishes  the  360-degree  control  essential  to  govern  and  secure  digital  identities  in 
today’s complex IT environments. Our extensive data modeling capabilities allow us to understand how each identity relates to 
the full IT environment, whether on-premises or in the cloud. SailPoint’s account correlation and orphan account management 
capabilities allow IT security professionals and business managers to track and monitor the accounts that are most frequently 
under attack. 

Identity  Cubes  track  all  relevant  information  about  an  identity  and  its  relationships  to  applications  and  data.  They 
create the “identity context” which is key to an identity-aware infrastructure in which identity information is shared across the 
extended  enterprise.  With  identity  context,  operational  and  security  systems  can  make  informed  decisions  about  access  and 
perform key remediation and change requests on our open identity platform via our standardized application program interfaces 
(“APIs”) and software development kits (“SDKs”). 

5 

 
Model-Based Governance 

Our model-based governance engine sits at the center of our platform and provides a comprehensive understanding of 
both the current state of which identities currently have access to what as well as the desired state of who should have access to 
what. The governance engine is responsible for managing the ongoing process of aligning these two states. 

Governance  and  control  models  are  used  to  drive  our  policy-based  reconciliation  service  and  to  define  how 
reconciliation and provisioning fulfillment actions are executed. These models are designed with graphical tools, enabling IT 
and  business  users  to  own  and  define  the  reconciliation  and  fine-grained  access  provisioning  fulfillment  processes  for 
applications and data. 

Access Modeling 

Our  AI-based  Access  Modeling  is  designed  to  continually  model  and  adapt  access  to  evolving  business  needs. 
Leveraging AI, Access Modeling evaluates the access that users have, including collections of entitlements bundled into roles, 
and  recommends  new  access  models.  Once  approved  and  created,  these  access  models  can  be  assigned  to  identities. Access 
Modeling also continually monitors for updates to existing roles within the access model to help enforce the principle of least 
privileged access. 

Recommendation Engine 

The  patented  Recommendation  Engine  leverages AI  and  ML  technologies  to  automate  mundane  tasks  and  provide 
Open  and  Extensible  Identity  Platform  users  with  insights  in  order  to  make  more  informed  decisions.  Based  on  identity 
information and attributes collected, the Recommendation Engine identifies and classifies access as acceptable or risky, along 
with the reasons for those classifications. These recommendations are visually presented to users reviewing access, so they can 
quickly, and efficiently, make decisions. Recommendations can also be used to automatically approve acceptable access. 

Provisioning Broker 

Our provisioning broker provides separation between identity processes at the business level (e.g., requesting access to 
an application) and the actual fulfillment of that request on the target system. The provisioning broker is a specialized business 
process  workflow  execution  engine  that  manages  long-running  provisioning  tasks  and  provides  tracking,  monitoring  and 
statistics for the end-to-end fulfillment process. 

The decoupling capability of the provisioning broker maximizes our customers’ flexibility and allows for the reuse of 
their existing IT investments. For example, if access to an application can only be provided manually through the opening of a 
help desk ticket, the provisioning broker will send that request to the help desk and report back on the status of that request. 
Likewise,  if  a  customer  utilizes  a  legacy  provisioning  system,  the  provisioning  broker  can  pass  off  a  request  to  that  legacy 
system for fulfillment. In addition, the provisioning broker provides us with a unique migration strategy for customers moving 
from a legacy system to our identity security solutions. 

Enterprise-Grade Cloud Gateway 

To  manage  on-premises  infrastructure,  applications  and  data  from  the  cloud,  we  employ  a  Cloud  Gateway  Server 
(“CGS”), delivered as a virtual machine behind the customer’s  firewall, which ensures that all SailPoint  communications are 
highly  secure.  Our  CGS  technology  is  a  high  availability,  secure,  self-managed  container  that  allows  for  controlled  and 
automated updates of our connector infrastructure while ensuring the integrity of individual on-premises and cloud connections. 

Our  CGS  also  provides  an  innovative  and  patented  approach  to  protecting  our  customer’s  credentials.  Our  “zero-
knowledge  encryption”  technology  allows  us  to  store  all  of  a  customer’s  passwords  and  security  credentials  inside  the  CGS 
behind their firewall. As a result, we protect the confidentiality of our customers’ system and end-user credentials, even if our 
cloud service provider were to be breached. 

Data Ownership Assessment and Election 

Verifying  the  business  end-user  who  is  the  logical  owner  of  information  is  a  key  challenge  in  managing  growing 
volumes of unstructured data in the enterprise. Our novel, patent-supported approach determines the rightful owner of files, so 
they  can  be  integrated  into  governance  control  processes,  such  as  access  certifications  and  access  approvals.  Our  solution 
leverages  profile  data  to  determine  logical  owners  of  information  based  on  identity  attributes  and  usage  data.  Once  a  set  of 

6 

 
logical owners is identified, we use a crowd-sourcing approach to allow other users familiar with the data to vote on the rightful 
owner  of  the  file  or file  storage  location. This  enables  organizations to  efficiently  identify  and  designate  specific  owners  for 
sensitive information stored in files and incorporate them into identity security processes. 

Connectivity for the Hybrid IT Environment 

Our  extensive  library  of over 100  proprietary  connectors  provides  interfaces  to  on-premises  and  cloud  applications. 
These connectors are the means by which we provide governance over target systems. We support granular management of a 
wide range of systems, from mainframe security managers, including CA ACF2 and Top Secret, IBM and RACF, to traditional 
enterprise  applications,  including  Oracle  E-Business  Suite  and  SAP,  and  pure  SaaS  business  applications,  such  as  Microsoft 
Office365,  Salesforce,  ServiceNow,  Slack  and  Zoom.  Generally,  the  same  connectors  are  used  for  both  our  on-premises  and 
cloud-based products. This allows both solutions to leverage fully the over 400-person years we have invested in developing 
these connectors. 

Open and Extensible Identity Platform 

Our open identity platform is the result of over a decade of investment. Recognizing identity security is at the center of 
critical  enterprise  business  and  IT  processes,  we  developed  a  comprehensive  set  of  services  that  go  beyond  simple APIs.  In 
addition to our comprehensive API strategy, we deliver SDKs and plug-in frameworks which allow our partners and customers 
to  create  their  own  integrations  and  extensions  to  our  core  product  capabilities.  For  example,  we  leverage  our  open  identity 
platform to integrate with third-party user provisioning solutions, such as IBM Security Identity Manager and Oracle Identity 
Manager,  and  service  desk  solutions,  such  as  BMC  Remedy  and  ServiceNow,  to  implement  account  change  requests.  This 
enables SailPoint to govern access and provide identity context to downstream processes managed by these solutions. Another 
important  open  identity  platform  integration  model  is  with  PAM  solutions.  SailPoint  provides  a  framework  that  enables 
organizations  to  use  the  same  governance  controls  to  oversee  both  privileged  and  standard  account  access.  We  also  collect 
activity  and  other  information  from  third-party  solutions  to  improve  risk  analytics  and  identity  security  processes  in  our 
products. 

Our APIs and SDKs are compliant with System for  Cross-domain  Identity  Management ("SCIM")  and both provide 
standards-based  bi-directional  runtime  access  to  our  identity  context  model.  Many  such  integrations  and  extensions  have 
already been built by partners and certified for commercialization on our open identity platform. 

Our  SaaS  Event Trigger  Service  emits  actionable  events  that  allows  customers  to  extend  identity  security  into  their 
own  application  ecosystems.  Once  subscribed  to  these  events,  SailPoint  starts  streaming  identity  events  into  their  custom 
integrations. 

Seasonality 

We  generally  experience  seasonal  fluctuations  in  demand  for  our  products  and  services.  Our  quarterly  sales  are 
impacted by industry buying patterns. As a result, our sales have generally been highest in the fourth quarter of a calendar year 
and lowest in the first quarter. 

Customers 

As of December 31, 2020, we have 1,753 customers based in 57 countries. In the year ended December 31, 2020, we 
generated 28% of our revenue outside of the United States. As of December 31, 2020, our revenue did not materially depend on 
any single customer. 

Sales and Marketing 

Sales 

We sell our platform through our direct sales organization, which is comprised of field and inside sales personnel, as 
well  as  through  channel  partners.  Our  sales  strategy  often  reflects  a  “land-and-expand”  business  model,  in  which  our  initial 
deployment with a new customer typically addresses a limited number of use cases within a single business unit. Such initial 
deployments  frequently  expand  across  departments, divisions  and  geographies  through  a  need for  additional  users,  increased 
usage or extended functionality. As we expand our portfolio of offerings within our platform, we execute a growing number of 
“solution” deals that include two to three of our products in the initial transaction. 

7 

 
Our sales force is structured by geography, customer size, status (customer or prospect) and industry. Our global sales 
organization  is  comprised  of  quota-carrying  sales  representatives  supported  by  sales  development  representatives,  sales 
engineers, partner managers, product and technical specialists and solution architects. 

Partners constitute an essential part of our selling model. We have established a model designed to create zero conflict, 
and typically include our partners in all of our training and enablement efforts. As a result, our indirect sales model, executed 
through our global and regional system integrators, technology partners and value-added resellers, is a key factor in our overall 
success. 

Marketing 

Our marketing strategy is focused on building a strong brand through differentiated messaging and thought leadership, 
educating the market on the importance of identity security, communicating our product advantages and generating pipeline for 
our  sales  force.  Our  data-driven  digital  approach  to  marketing  is  tightly  aligned  to  the  needs  of  our  addressable  market  and 
provides agility to leverage market opportunities in a targeted and timely fashion. Our awareness and educational efforts focus 
on  branding,  digital  and  content  marketing,  public  and  analyst  relations  and  social  media,  including  blogs  and  bylines. 
Engagement programs include digital campaigns and webinars and virtual events such as Navigate, while pipeline maturation 
focuses on customer and executive round tables. Pipeline generation and maturation efforts focus digital strategies—global and 
regional—to move targeted accounts through their buyer’s journey and through the SailPoint pipeline. While digital efforts are 
managed centrally and regionally, engagements programs are run in our three major geographies: (i) Americas, (ii) Europe, the 
Middle  East  and Africa  (“EMEA”)  and  (iii) Asia-Pacific  (“APAC”). Audiences  for  such  events  are  typically  IT  and  security 
professionals, including Chief Information Officers and Chief Information Security Officers. Our global virtual Navigate user 
conferences demonstrate our strong commitment to enabling our customers to succeed, while also serving as an opportunity to 
create pipeline for new sales to prospective customers and additional sales to existing customers. 

Professional Services and Maintenance and Customer Support 

Professional Services 

We  are  primarily  focused  on  ensuring  that  our  professional  services  partners,  who  perform  a  majority  of  the 
implementations for our customers, are able to implement our solutions successfully. We provide “expert services” to partners 
and customers for complex implementation assistance. We also lead direct implementations when requested by a customer. We 
believe that our investment in professional services and in our partners will drive increased adoption of our platform. 

Maintenance and Customer Support 

Our  customers  receive  one  year  of  software  maintenance  and  support  as  part  of  their  initial  purchase  of  our  on-
premises  offerings  and  may  renew  their  maintenance  and  support  agreement  following  the  initial  period.  Our  cloud-based 
offerings  include  customer  support.  For  our  on-premises  offerings,  our  maintenance  provides  customers  with  the  right  to 
receive  major  releases  of  their  purchased  solutions,  maintenance  releases  and  patches  and  access  to  our  technical  support 
services during the term of the agreement. We provide customers of our cloud-based offerings with technical support services 
and  all  aspects  of  infrastructure  support.  We  maintain  a  customer  support  organization,  which  includes  experienced,  trained 
engineers,  that  offers  multiple  service  levels  for  our  customers  based  on  their  needs.  These  customers  receive  contractual 
response times, telephonic support and access to online support portals. Our highest levels of support provide 24x7x365 support 
for  critical  issues.  Our  customer  support  organization  has  global  capabilities,  a  deep  expertise  in  our  solutions  and,  through 
select support partners, is able to deliver support in multiple languages. 

Customer Success Management 

Our  customer  success  strategy  centers  around our  investment  in,  and  ownership  of,  the post-sale  experience  for  our 
customers.  Every  customer  has  an  assigned dedicated  Customer  Success  Manager  (“CSM”),  who  is  responsible  for  ensuring 
that return on investment and business results, committed during the sales cycle, are achieved. Through proactive and regular 
engagements, the CSM makes sure every customer is satisfied and is using their SailPoint products or services optimally. When 
necessary,  the  CSM  coordinates  cross-departmental  resources  to  remove  any  barrier  to  success.  In  addition,  our  customer 
success team utilizes customer data to identify and present any cross-sell or upsell solutions aligned to a customer’s business 
objectives,  thereby  contributing  to  revenue  expansion  and  increased  product  penetration.  By  proactively  managing  customer 
relationships, our CSM team nurtures client advocates, who become a powerful asset in closing new business. 

8 

 
Partnerships and Strategic Relationships 

As a core part of our strategy, we have cultivated strong relationships with partners to help us increase our reach and 
influence, while providing a broader distribution of our identity security services. We have developed a large partner network 
consisting  of  technology  partners,  system  integrators,  a  growing  network  of  value-added  resellers  and  our  alliance  partners 
(Accenture,  Deloitte,  EY,  KPMG  and  PwC).  In  2020,  approximately  90%  of  our  new  customer  transactions  involved  our 
partners. We believe that our extensive partnership network enables us to provide the most complete identity security solution 
to our customers. 

Technology Partners 

We have partnered with industry leaders across a spectrum of technologies that enable organizations to integrate their 
entire  security,  mobility,  cloud,  and  applications  infrastructure  into  our  platform  so  that  breaches  can  be  better  identified, 
mitigated and contained, and operations can be streamlined. We believe that solutions from companies such as AWS, CyberArk, 
Microsoft, SAP, ServiceNow and Workday that are plugged into our open identity platform through APIs provide our customers 
value-added capabilities to build an identity-aware enterprise. 

The SailPoint Technology Partner Program is  a  technology  partnering network that  leverages familiar standards and 
methods—like  SQL,  SCIM  and  Representational  State  Transfer—that  make  it  easy  to  share  identity  context  and  configure 
identity-specific  policies  across  disparate  systems.  For  example,  when  PAM  systems  are  integrated  with  our  solutions, 
enterprises can conduct regular audits of privileged users and automatically remediate any policy violations. Program offerings 
include access to SailPoint SDKs and APIs, developer support, and cloud-based certification services. The Identity+ Alliance 
comprises over 60 technology and implementation partners and has produced over 40 certified integrations. 

Value-Added Resellers 

Value-added  resellers  bring  product  expertise  and  implementation  best  practices  to  our  customers  globally.  They 
provide vertical expertise and technical advice in addition to reselling or bundling our software. Many of our reseller partners 
have  been  trained  to demonstrate  and promote  our  identity  platform.  Our reseller  channel  ranges  from  large  companies,  like 
Optiv, to regional resellers in our markets and territories. Our reseller program is designed to scale growth, help generate new 
opportunities, optimize customer experience and increase profitability as well as sales efficiency. 

System Integrators 

We partner with many large and global system integrators. We have partnerships with global advisory firms such as 
Deloitte,  EY,  KPMG,  and  PwC,  with  global  system  integrators  such  as  Accenture  and  DXC  Technologies,  and  with  many 
regional system integrators in all three of our geographies. The focus of our system integrators program is to deliver pipeline 
growth and bookings, to help partners drive self-sufficiency and to foster transparency and collaboration through shared assets 
and resources. We have implemented joint business controls and metrics that provide a platform for discussion and partnership 
development and help us optimize our program and unified value proposition. 

Research and Development 

Innovation is one of our core values, and it is at the heart of how we think and do business. We believe ongoing and 
timely development of new products and features is imperative to maintaining our competitive position. We continue to invest 
in both our cloud and on-premises solutions. Additionally, we will be opportunistic in leveraging technology acquisitions. As of 
December 31, 2020, our research and development team had 403 employees. 

Competition 

We operate in a highly competitive market characterized by constant change and innovation. Our competitors include 
large  enterprise  software  vendors  that  offer  identity  solutions  within  their  product  portfolios,  pure  play  identity  vendors 
(including  new  market  entrants)  and  vendors  with  whom  we  have  not  traditionally  competed  but  may  either  introduce  new 
products or incorporated features into existing products that compete with our solutions. 

9 

 
We believe the principal competitive factors in our market include: 

• 

• 
• 

• 
• 
• 
• 
• 
• 
• 
• 

Comprehensiveness  of  visibility  to  which  identities  have  access  to  what  across  cloud  and  on-premises 
applications and data repositories 
Reliability and effectiveness in defining and implementing identity security policies; 
Flexibility to deploy identity security  and  administration  as  a SaaS  solution or as a  software-based solution 
on-premises or in the cloud; 
Adherence to government and industry regulations and standards; 
Comprehensiveness and interoperability of the solution with other IT and security solutions; 
Enterprise security, scalability and performance; 
Ability to innovate and respond to customer needs rapidly; 
Quality and responsiveness of support organizations; 
Total cost of ownership; 
Ease of use; and 
Customer experience. 

Some of our competitors have significantly greater financial, technical, and sales and marketing resources, as well as 

greater name recognition, in some cases within particular geographic regions, and more extensive geographic presence than we 
do. However, we believe we compete favorably with our competitors on the basis of all the factors above. 

Intellectual Property 

Our success depends in part on our ability to protect our intellectual property. We rely on copyrights and trade secret 
laws, confidentiality procedures, employment  proprietary information  and inventions  assignment  agreements,  trademarks  and 
patents to protect our intellectual property rights. We  also license software from third parties for integration into our product 
solutions, including open source software and other software available on commercially reasonable terms. 

We control access to and use of our product solutions and other confidential information through the use of internal 
and external controls, including contractual protections with employees, contractors, customers and partners, and our software 
is  protected  by  U.S.  and  international  copyright  and  trade  secret  laws.  Despite  our  efforts  to  protect our  trade  secrets  and 
proprietary  rights  through  intellectual  property  rights,  licenses  and  confidentiality  agreements,  unauthorized  parties  may  still 
copy or otherwise obtain and use our software and technology. 

We have 36 issued patents and 25 patent applications pending in the United States relating to certain aspects of our 

technology. Additionally, we have three issued patents and one patent application pending internationally. The expiration dates 
of our issued patents range from 2024 to 2040. We cannot assure you whether any of our patent applications will result in the 
issuance of a patent or whether the examination process will require us to narrow our claims. Any of our existing patents and 
any that may issue may be contested, circumvented, found unenforceable or invalidated, and we may not be able to prevent 
third parties from infringing them. In addition, we have international operations and intend to continue to expand these 
operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in 
foreign countries. 

Human Capital Management 

We understand that our success as a company is strongly linked to our core values:  

• 
• 
• 
• 

Innovation – developing creative solutions to real challenges; 
Integrity – delivering on the commitments we make; 
Impact – measuring and rewarding results, not activity; and 
Individuals – valuing every person at SailPoint. 

These values are cornerstones to our corporate  culture and the way  that  we manage our human  capital  – from  team 

member engagement efforts to providing career development and training opportunities to attracting and retaining top talent.  

We  think  team  member  engagement  is  critical  to  maintaining  a  positive  culture,  and  our  annual  team  member 
engagement  survey  helps  us  evaluate  our  efforts  in  light  of  our  core  principles.  In  our  annual  global  employee  engagement 
survey, our overall team member satisfaction has exceeded 90% for each of the last 4 years. And over the last 10 years, we’ve 
been consistently recognized as a “best place to work” by various organizations such as Austin Business Journal, Fortune and 
Glassdoor. Our diversity, inclusion and belonging efforts are critical to creating and maintaining a positive culture in which all 

10 

 
team  members  can  succeed  and  thrive.  Those  efforts  include  focused  training  on  recognizing  and  removing  bias  from  our 
recruitment process, broadening our talent pool reach by working with diversity-focused talent acquisition vendors, pay equity 
reviews during our merit and equity planning process and other programs designed to improve indicators related to inclusion 
and equity in our workforce. 

Training and development efforts built around our core values are another key part of our human capital management 
strategy. Our leaders go through specific training to ensure they are leading their teams with our values at the forefront of the 
decisions they make. Our annual employee review process allows team members to engage in meaningful discussions with their 
managers regarding performance and development goals. Additionally, our managers assess the growth potential of each team 
member  through  a  standardized  evaluation  process,  which  provides  actionable  outputs  to  help  develop  and  retain  our  high 
potential  employees.  We  also  regularly  hold  educational  lunch  and  learns  on  a  wide  range  of  topics  including  interrupting 
unconscious bias, wellness, local volunteering opportunities, and tips and tricks to more effectively use our latest technologies. 
Through these and other training efforts, we believe that we support the growth and development of our crew members in a way 
that promotes our growth and innovation.  

Offering a competitive compensation and benefits package is a critical part of our effort to attract and retain top talent. 
In addition to competitive base salaries, we offer team members comprehensive health, welfare, income protection and long-
term savings benefits, the opportunity to participate in our employee stock purchase plan, and incentive equity compensation 
and  incentive  cash  plans  for  eligible  team  members.  Total  compensation  is  designed  to  align  with  SailPoint’s  business 
objectives and financial goals, and pay is differentiated for individuals based on relevant experience, impact, relative internal 
value and company performance. Variable compensation delivers pay aligned with company and individual performance, with 
more  pay  at  risk  at  more  senior  levels.  Management  regularly  discusses  compensation  and  benefits  strategies  with  the 
compensation committee of our board of directors. 

As  we  work  to  execute  our  growth  strategy,  which  is  described  above,  we  continue  to  invest  in  human  capital 
resources that will sustain and fuel that growth. As of December 31, 2020, we had a total of 1,394 employees, including 403 
involved in research and development activities, 537 in our sales and marketing organization and 297 in professional services 
and  customer  support. As  of  December 31,  2020,  approximately  31%  of  our  employees  were  located  outside  of  the  United 
States. Ensuring that we have the right people in the right positions is essential to our strategy for sustained growth. 

Government Regulations  

A  wide  variety  of  domestic  and  foreign  laws  and  regulations  apply  to  the  collection,  use,  retention,  protection, 
disclosure,  transfer,  disposal  and  other  processing  of  personal  data.  These  data  protection  and  privacy-related  laws  and 
regulations are evolving and may result in regulatory and public scrutiny and escalating levels of enforcement and sanctions. 
Our failure to comply with applicable laws and regulations, or to protect any personal or other customer data, could result in 
enforcement  actions  against  us,  including  regulatory  fines,  as  well  as  claims  for  damages  by  customers  and  other  affected 
individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), 
any of which could adversely affect our business, operating results, financial performance and prospects.  

Domestically, California enacted the California Consumer Privacy Act (the “CCPA”) which took effect on January 1, 
2020, creating additional new consumer privacy rights, and providing for both civil penalties as well as a private right of action 
for  data  breaches.  On  November  3,  2020,  California  voters  approved  Proposition  24,  also  known  as  the  California  Privacy 
Rights Act  (the  “CPRA”). The  CPRA  will  go  into  effect  January  2023  and  provides  for  additional  consumer  privacy  rights, 
increased penalties, and establishes a new dedicated California data protection regulator with rulemaking and audit authorities. 
Other states are also considering legislation similar to California. The CCPA imposed additional regulatory risks and burdens on 
our company. Additional resources will be required to respond to these changes in the law and coming regulations, including to 
implement  new  internal  and  customer  supporting  compliance  procedures,  and  potentially  to  offer  new  product  features  to 
respond to data protection requirements or related market trends. 

Also domestically, the Health Insurance Portability Act of 1996, as amended by the Health Information Technology for 
Economic and Clinical Health Act (“HITECH”), and their respective implementing regulations (“HIPAA”), imposes specified 
requirements  relating  to  the  privacy,  security  and  transmission  of  individually  identifiable  health  information. Among  other 
things,  HITECH  makes  HIPAA’s  security  standards  directly  applicable  to  “business  associates.”  We  function  as  a  business 
associate  for  certain  of  our  customers  that  are  HIPAA  covered  entities  and  service  providers  and,  in  that  context,  we  are 
regulated as a business associate for the purposes of HIPAA. The HIPAA covered entities and service providers to which we 
provide services require us to enter into HIPAA-compliant business associate agreements with them. These agreements impose 
stringent data security obligations on us. If we are unable to comply with our obligations, including contractual obligations, as a 

11 

 
HIPAA  business  associate,  we  could  face  substantial  contractual,  civil  and  even  criminal  liability.  Modifying  the  already 
stringent penalty structure that was present under HIPAA prior to HITECH, HITECH created four new tiers of civil monetary 
penalties  and  gave  state  attorneys  general  new  authority  to  file  civil  actions  for  damages  or  injunctions  in  federal  courts  to 
enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, 
many  state  laws  govern  the  privacy  and  security  of  health  information  in  certain  circumstances,  many  of  which  differ  from 
HIPAA and each other in significant ways and may not have the same effect. 

In jurisdictions outside of the United States, we may face heightened data protection and privacy requirements. In the 
EU, for example, the General Data Protection Regulation (the “GDPR”) regulates the collection, use and disclosure of personal 
data that is subject to the GDPR, including the transfer of personal data to third countries, such as the United States. On July 16, 
2020,  the  Court  of  Justice  of  the  European  Union  (“CJEU”)  issued  a  decision  invalidating  the  U.S.  Privacy  Shield  as  a 
mechanism  to  transfer  personal  data  from  Europe  to  the  U.S.,  and  requiring  additional  safeguards  for  reliance  on  standard 
contractual clauses as a transfer mechanism. We are certified to the U.S. Privacy Shield and also continue to rely on standard 
contractual  clauses.  As  regulatory  guidance  on  recommendations  to  comply  with  the  GDPR  in  light  of  the  CJEU  decision 
evolve, we face uncertainty as to whether our efforts to comply with such transfer restrictions are adequate and, as a result, we 
and our customers may be at risk of enforcement actions taken by EU data protection authorities until such point in time that we 
may be able to ensure that all international data transfers comply with applicable law and regulatory guidance. The GDPR also 
imposes significant penalties for non-compliance and may continue to cause our company to incur increased compliance costs. 
The  GDPR  and  other  international  data  protection  laws  are  subject  to  differing  interpretations  and  may  cause  us  to  incur 
substantial compliance costs and/or to make significant changes in our business operations, all of which may adversely affect 
our revenues and our business overall. 

Corporate Information 

Our  principal  executive  offices  are  located  at  11120  Four  Points  Drive,  Suite  100,  Austin,  Texas  78726,  and  our 
telephone number at that address is (512) 346-2000. Our website address is www.sailpoint.com. Information contained on, or 
that can be accessed through, our website does not constitute part of this Annual Report on Form 10-K, and inclusions of our 
website address in this Annual Report on Form 10-K are inactive textual references only. 

The  SailPoint  design  logo  and  our  other  registered  or  common  law  trademarks,  service  marks  or  trade  names 
appearing in this Annual Report on Form 10-K are the property of SailPoint Technologies, Inc., our wholly-owned subsidiary. 
Other trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective owners. 

Available Information 

is 

Our  website 

located  at https://www.sailpoint.com,  and  our 

located 
at https://investors.sailpoint.com. The information posted on our website is not incorporated into this Annual Report on Form 
10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to 
reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are 
available  free  of  charge  on  our  investor  relations  website  as  soon  as  reasonably  practicable  after  we  electronically  file  such 
material with, or furnish it to, the Securities and Exchange Commission (“SEC”). You may also access all of our public filings 
through the SEC’s website at https://www.sec.gov. 

relations  website 

investor 

is 

Investors and other interested parties should note that we use our media and investor relations website and our social 
media channels to publish important information about us, including information that may be deemed material to investors. We 
encourage  investors  and  other  interested  parties  to  review  the  information  we  may  publish  through  our  media  and  investor 
relations  website  and  the  social  media  channels  listed  on  our  media  and  investor  relations  website,  in  addition  to  our  SEC 
filings, press releases, conference calls and webcasts. 

12 

 
ITEM 1A. RISK FACTORS 

The nature of the business activities conducted by the Company subjects it to certain hazards and risks. The following 
is a summary of some of  the material risks  relating  to the Company’s  business activities. Other risks are described  in  Part  I, 
Item  1.  “Business—Competition”,  Item  7.  “Management’s  Discussion  and  Analysis  of  Financial  Condition  and  Results  of 
Operations.—Liquidity and Capital Resources” and Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market 
Risk.” These  risks  are  not  the  only  risks  facing  the  Company.  The  Company’s  business  could  also  be  affected  by  additional 
risks and uncertainties not currently known to the Company or that it currently deems to be immaterial. If any of these risks 
actually occurs, it could materially harm the Company’s business, financial  condition or results of  operations  and  impair the 
Company’s ability to implement business plans. In that case, the market price of the Company’s common stock could decline. 

Risks Related to Our Financial Performance and Results 

Since our inception, except for the year ended December 31, 2018, we have incurred net losses and we may not be 
able to generate sufficient revenue to achieve and sustain profitability. 

Since our inception, except for the year ended December 31, 2018, we have incurred net losses, including a net loss of 
$10.8 million for the year ended December 31, 2020. We cannot assure you that we will achieve profitability in the future or 
that  we  would  be  able  to  sustain  profitability.  We  expect  our  operating  expenses  to  increase  significantly  as  we  continue  to 
expand  our  sales  and  marketing  efforts,  continue  to  invest  in  research  and  development,  particularly  for  our  cloud-based 
solutions,  and  expand  our  operations  in  existing  and  new  geographies  and  vertical  markets.  Further,  we  expect  our  revenue 
growth rate to be materially adversely impacted by our continued shift to subscription-based arrangements. As a result, we do 
not know when we will achieve profitability, and it is possible that we continue to sustain net losses for a period. 

We  have  experienced  rapid  growth  in  recent  periods,  and  our  recent  growth  rates  may  not  be  indicative  of  our 
future growth. 

We have experienced rapid growth in recent years. Our revenue grew from $248.9 million to $365.3 million from the 
year ended December 31, 2018 to the year ended December 31, 2020. In future periods, we may not be able to sustain revenue 
growth consistent with recent history, or at all. We believe our revenue growth depends on a number of factors, including (i) our 
ability  to  attract  new  customers  and  retain  and  increase  sales  to  existing  customers;  (ii)  our  ability  to,  and  the  ability  of  our 
channel partners to, successfully deploy and implement our solutions, increase our existing customers’ use of our solutions and 
provide  our  customers  with  excellent  customer  support;  (iii)  our  ability  to  develop  our  existing  solutions  and  introduce  new 
solutions; (iv) our ability to hire substantial numbers of new sales and marketing, research and development and general and 
administrative  personnel,  and  expand  our  global  operations;  and  (v)  our  ability  to  increase  the  number  of  our  technology 
partners. 

If we are unable to achieve any of these requirements, our revenue growth will be adversely affected. In addition, as 
discussed  below,  our  revenue  growth  may  be  materially  and  adversely  affected  during  any  period  of  significant  shifts  to 
subscription-based arrangements. 

Our  future  revenues  and  operating  results  will  be  harmed  if  we  are  unable  to  acquire  new  customers,  if  our 
customers do not renew their arrangements with us, or if we are unable to expand sales to our existing customers 
or develop new solutions that achieve market acceptance. 

To continue to grow our business, it is important that we continue to acquire new customers to purchase and use our 
solutions. Our success  in adding new customers depends on  numerous  factors,  including our ability to (i) offer  a  compelling 
identity security platform and solutions, (ii) execute an effective sales and marketing strategy, (iii) attract, effectively train and 
retain  new  sales,  marketing,  professional  services  and  support  personnel  in  the  markets  we  pursue,  (iv)  develop  or  expand 
relationships  with  channel  partners,  including  systems  integrators,  resellers  and  technology  partners,  (v)  expand  into  new 
geographies and vertical markets, (vi) deploy our platform and solutions for new customers and (vii) provide quality customer 
support once deployed. As a result of the COVID-19 pandemic, we shifted all customer events to virtual-only experiences for 
the time being. Although the level of attendance at our virtual-only events has been generally consistent with or greater than our 
in-person events, it is possible that the level of prospective customer engagement, and thus conversion into sales, is lower at 
such events. 

It  is  important  to  our  continued  growth  that  our  customers  renew  their  arrangements  when  existing  contract  terms 
expire. Our customers have no obligation to renew their maintenance and support, SaaS, and/or term-license agreements, and 

13 

 
our customers may decide not to renew these agreements with a similar contract period, at the same prices and terms or with the 
same or a greater number of identities. Our customer retention and expansion is difficult to accurately predict and may decline 
or fluctuate as a result of a number of factors. Our ability to increase revenue also depends in part on our ability to increase the 
number of identities governed with our solutions and sell more modules and solutions to our existing and new customers. If we 
are unable to successfully acquire new customers, retain our existing customers, expand sales to existing customers or introduce 
new  solutions,  our  business,  financial  condition  and  operating  results  could  be  adversely  affected.  The  adverse  effect  on  our 
financial results may be particularly acute because of the significant research, development, marketing, sales and other expenses 
we will have incurred in connection with the new solutions. 

Our sales cycle is long and unpredictable, and our sales efforts require considerable time and expense. 

The length and unpredictability of the sales cycle for our offerings makes it difficult to identify a regular cadence to 
our  sales  and  the  related  revenue  recognition.  We  and  our  channel  partners  are  often  required  to  spend  significant  time  and 
resources  to  better  educate  and  familiarize  potential  customers  with  the  value  proposition  of  our  platform  and  solutions. 
Customers often view the purchase of our solutions as a strategic decision and significant investment and, as a result, frequently 
require considerable time to evaluate, test and qualify our platform and solutions prior to purchasing our solutions. During the 
sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which ultimately 
may  not  result  in  a  sale. Additional  factors  that  may  influence  the  length  and  variability  of  our  sales  cycle  include:  (i)  the 
discretionary  nature  of  purchasing  and  budget  cycles  and  decisions;  (ii)  lengthy  purchasing  approval  processes;  (iii)  the 
evaluation  of  competing  products  during  the  purchasing  process;  (iv)  time,  complexity  and  expense  involved  in  replacing 
existing solutions; (v) announcements or planned introductions of new products features or functionality by our competitors or 
of new solutions or modules by us; (vi) the practice of large enterprises often driving their purchasing cycles based on internal 
factors rather than marketing cycles; and (viii) evolving functionality demands.  If our efforts in pursuing sales and customers 
are unsuccessful, or if our sales cycles lengthen, our revenue could be lower than expected, which would have an adverse effect 
on our business, operating results and financial condition. 

We  recognize  some  of  our  revenue  ratably  over  the  term  of  our  agreements  with  customers  and,  as  a  result, 
downturns or upturns in sales may not be immediately reflected in our operating results. 

We recognize revenue from our subscription offerings ratably over the terms of our agreements with customers. As a 
result, a portion of the revenue that we report in each period will be derived from the recognition of deferred revenue relating to 
agreements  entered  into  during  previous  periods.  Consequently,  a  decline  in  new  subscription  sales  or  renewals  in  any  one 
period may not be immediately reflected in our revenue results for that period. This decline, however, will negatively affect our 
revenue in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of our products and 
potential changes in our rate of renewals may not be fully reflected in our operating results until future periods.  

We  expect  to  continue  to  invest  in  research  and  development,  sales  and  marketing,  and  general  and  administrative 
functions and other areas to grow our subscription-related business. These subscription-related costs are generally expensed as 
incurred  (with  the  exception  of  sales  commissions),  as  compared  to  the  corresponding  revenue,  substantially  all  of  which  is 
recognized ratably in future periods. We are likely to recognize the costs associated with these investments earlier than some of 
the anticipated benefits and the return on these investments may develop more slowly, or may be lower, than we expect, which 
could adversely affect our operating results. 

Our quarterly results fluctuate significantly and may not fully reflect the underlying performance of our business. 

Our quarterly revenue and operating results tend to fluctuate from period-to-period, and we believe that our quarterly 
results may vary significantly in the future. These results may fluctuate as a result of a variety of factors, including the mix of 
revenue and associated costs attributable to licenses, subscription and professional services, the mix of revenue attributable to 
larger  transactions  as  opposed  to  smaller  transactions,  and  others  discussed  throughout  this  “Risk  Factors”  section,  many  of 
which are outside of our control. Consequently, you should not rely on the results of any one quarter as an indication of future 
performance. Period-to-period comparisons of our revenue and operating results may not be meaningful and, as a result, may 
not fully reflect the underlying performance of our business. 

14 

 
Risks Related to Our Technology, Products and Security 

Real  or  perceived  errors,  failures,  or  disruptions,  including  those  caused  by  cyber-attacks,  in  our  platform  and 
solutions could adversely affect our customers’ satisfaction with our solutions and harm our business and industry 
reputation. 

Our platform and solutions are very complex and have contained and may contain undetected defects, vulnerabilities 
or errors, especially when solutions are first introduced or enhanced. Our platform and solutions are often used in connection 
with  large-scale  computing  environments  with  different  operating  systems,  system  management  software,  equipment  and 
networking configurations, which may cause errors or failures of products, or other aspects of the computing environment into 
which our products are deployed. If our platform and solutions are not implemented or used correctly or as intended, inadequate 
performance  and  disruption  in  service  may  result.  In  addition,  deployment  of  our  platform  and  solutions  into  complicated, 
large-scale computing environments may expose errors, failures or vulnerabilities in our products. Any such errors, failures, or 
vulnerabilities may not be found until after they are deployed to our customers. Some of our software and features are powered 
by  ML  and  AI,  which  depend  on  datasets  and  algorithms  that  could  be  flawed,  including  through  inaccurate,  insufficient, 
outdated or biased data. From time to time, we have experienced errors, failures and bugs in our platform that have resulted in 
customer downtime, and we cannot assure you that we will be able to mitigate future errors, failures, vulnerabilities or bugs in a 
quick or cost-effective manner. 

We and our third-party service providers have in the past experienced, and may in the future experience, performance 
issues  due  to  a  variety  of  factors,  including  infrastructure  changes,  human  or  software  errors,  website  or  third-party  hosting 
disruptions  or  capacity  constraints  due  to  a  number  of  potential  causes  including  technical  failures,  cyber-attacks,  security 
incidents, natural disasters or fraud. We have also been the target of distributed denial-of-service attacks and other cybersecurity 
attacks  that  attempt  to  disrupt  our  services.  If  our  or  our  third-party  service  providers’  products  or  solutions  or  corporate 
security are compromised, our website, professional services, customer support or SaaS solutions are unavailable, or there are 
flaws  in  our  ML  and AI  processes,  our  business  could  be  negatively  affected.  Moreover,  if  our  security  measures,  products, 
services  or  third-party  service  providers  are  subject  to  cyber-attacks  that  degrade  or  deny  the  ability  of  users  to  access  our 
website or other products or services, our products or services may be perceived as insecure, and we may incur significant legal 
and  financial  exposure.  In  particular,  our  cloud-based  products  may  be  especially  vulnerable  to  interruptions,  performance 
problems  or  cyber-attacks.  Furthermore,  our  solutions  may  not  help  detect  situations  in which  a  valid  user  identity  has  been 
compromised,  for  example  as  part  of  a  highly  sophisticated  cyberattack  of  the  type  described  below.  If  we,  our  third  party 
service providers or our partners or one or more customers were to suffer a highly publicized breach, even if our platform and 
solutions  perform  effectively,  such  a  breach  could  cause  our  customers  or  potential  customers  to  lose  trust  in  our  identity 
governance platform in general, which could cause us to suffer reputational harm, lose existing commercial relationships and 
customers or deter them from purchasing additional solutions and prevent new customers from purchasing our solutions. For 
example, in December 2020, it was widely reported that hackers installed malware into business software updates provided by 
SolarWinds  Corporation.  The  attack  was  widespread,  affecting  public  and  private  organizations  around  the  world,  including 
several U.S. government agencies. Highly publicized cybersecurity events such as this have heightened consumer, legislative 
and  regulatory  awareness  of  these  kinds  of  cybersecurity  risks,  while  further  emboldening  individuals  or  groups  to  target  IT 
systems more aggressively, highlighting the vulnerability of IT supply chains. 

We  continue  to  invest  in  the  personnel,  infrastructure  and  third-party  best  practice  software  solutions  and  services 
necessary  to  mitigate  these  risks.  However,  if  we  are  unable  to  attract  and  retain  personnel  with  the  necessary  cybersecurity 
expertise, or fail to implement sufficient safeguarding measures, we may not be able to prevent, detect, and mitigate potentially 
disruptive events which could occur in the future. In some instances, we may not be able to identify the cause or causes of these 
events  within  an  acceptable  period  of  time.  Even  with  these  investments,  we  may  not  be  able  to  stop  a  complex  and 
sophisticated  cyberattack  of  the  type  that  occurred  in  the  SolarWinds  breach.    Based  on  reporting,  the  U.S.  government  and 
many  private-sector  experts  have  stated  the  belief  that  a  foreign  nation-state  conducted  the  intrusive  operation  against 
SolarWinds  as  part  of  a  widespread  attack  against America’s  cyber  infrastructure.  SolarWinds  has  reported  that  the  attackers 
first gained access to its systems in September 2019 but the breach was not identified until December 2020.  In addition, the 
continuing investigation of the breach may take several more weeks, possibly months, as a result of the sophistication of the 
attacks.  If we are or become a target of such an attack, we may not be able to prevent, detect and mitigate such an attack, which 
could cause disruptions in service or other performance problems, hurt our reputation and our ability to attract new customers 
and retain existing customers, and damage our customers’ businesses. 

Since our customers use our platform and solutions for important aspects of their security environment and operational 
business, any real or perceived errors, failures or vulnerabilities in our products, or disruptions in service or other performance 
problems, could hurt our reputation and may damage our customers’ businesses. Furthermore, defects, errors, vulnerabilities or 
failures  in  our  platform  or  solutions  may  require  us  to  implement  design  changes  or  software  updates.  Any  defects, 

15 

 
vulnerabilities or errors in our platform or solutions, or the perception of such defects, vulnerabilities or errors, could result in: 
(i)  expenditure  of  significant  financial  and  product  development  resources  in  efforts  to  analyze,  correct,  eliminate  or  work 
around errors or defects; (ii) loss of existing or potential customers or channel partners; (iii) delayed or lost revenue; (iv) delay 
or  failure  to  attain  market  acceptance;  (v)  delay  in  the  development  or  release  of  new  solutions  or  services;  (vi)  negative 
publicity, which will harm our reputation; (vii) an increase in collection cycles for accounts receivable or the expense and risk 
of litigation; and (viii) harm to our operating results. 

The  contractual protections  we  have in our  standard  terms and  conditions of  sale,  such as  warranty disclaimers  and 
limitation of liability provisions, may not fully or effectively protect us from claims by customers, commercial relationships or 
other third parties. Any insurance coverage we may have may not adequately cover all claims asserted against us or cover only 
a portion of such claims. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in 
litigation and the diverting of management’s time and other resources. 

Interruptions  with  the  delivery  of  our  SaaS  solutions,  or  third-party  cloud-based  systems  that  we  use  in  our 
operations, may adversely affect our business, operating results and financial condition. 

Our  continued  growth  depends  in  part  on  the  ability  of  our  existing  customers  and  new  customers  to  access  our 
platform and solutions at any time and within an acceptable amount of time. In addition, our ability to access certain third-party 
SaaS  solutions  is  important  to  our  operations  and  the  delivery  of  our  customer  support  and  professional  services.  We  have 
experienced,  and  may  in  the  future  experience,  service  disruptions,  outages  and  other  performance  problems  both  in  the 
delivery  of  our  SaaS  solutions  and  in  third-party  SaaS  solutions  we  use  due  to  a  variety  of  factors,  including  infrastructure 
changes, malicious actors, human or software errors or capacity constraints. In some instances, we may not be able to identify 
the cause or causes of these performance problems within an acceptable period of time. If our SaaS solutions or the third-party 
SaaS solutions we depend on are unavailable or if our customers are unable to access features of our SaaS solutions within a 
reasonable amount of time or at all, our business would be negatively affected.  

We host our SaaS and other subscription services solutions primarily using AWS data centers. Our related operations 
depend on protecting the virtual cloud infrastructure hosted in AWS by maintaining its configuration, architecture, features and 
interconnection  specifications,  as  well  as  the  information  stored  in  these  virtual  data  centers  and  which  third-party  internet 
service providers transmit. Although we have disaster recovery plans that utilize multiple AWS locations, any incident affecting 
their infrastructure that may be caused by fire, flood, severe storm, earthquake or other natural disasters, cyber-attacks, terrorist 
or other attacks, public health issues or other similar events beyond our control could negatively affect our SaaS platform. A 
prolonged AWS  service  disruption  affecting  our  SaaS  platform  for  any  of  the  foregoing  or  other  reasons  would  negatively 
impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to 
liability, cause us to lose customers or otherwise harm our business. We may also incur significant costs for using alternative 
equipment  or  taking  other  actions  in  preparation  for,  or  in  reaction  to,  events  that  damage  the AWS  services  we  use,  which 
would also likely require significant investments of time. In addition, AWS may terminate the agreement by providing 30 days’ 
prior written notice and may, in some cases, terminate the agreement immediately for cause upon notice. In the event that our 
AWS service agreements are terminated, or there is a lapse of service, elimination of AWS services or features that we utilize, 
interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to 
our platform as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-
architecting our SaaS solutions for deployment on a different cloud infrastructure service provider, which may adversely affect 
our business, operating results and financial condition. 

Breaches in our security, cyber-attacks or other cyber-risks could expose us to significant liabilities and cause our 
business and reputation to suffer. 

Our operations  involve transmission and  processing of our customers' and their employees’ confidential, proprietary 
and  sensitive  information  including,  in  some  cases,  personally  identifiable  information.  We  have  legal  and  contractual 
obligations to protect the confidentiality and appropriate use of customer data. Despite our security measures, our and our third-
party service providers' information technology and infrastructure may be vulnerable to security risks, including unauthorized 
access to use or disclosure of customer data, theft of proprietary information, employee error or misconduct, denial of service 
attacks, loss or corruption of customer data, and computer hacking attacks or other cyber-attacks subsequently originated from 
our infrastructure. Such events could expose us to substantial litigation expenses and damages, indemnity and other contractual 
obligations,  government  fines  and  penalties,  mitigation  expenses  and  other  liabilities.  Because  techniques  used  to  obtain 
unauthorized  access  or  to  sabotage  systems  change  frequently  and  generally  are  not  recognized  until  successfully  launched 
against  a  target,  we  and  our  third-party  service  providers  may  be  unable  to  anticipate  these  techniques  or  to  reasonably 
implement adequate preventative measures. For example, we may not be able to stop a complex and sophisticated cyberattack 

16 

 
of  the  type  described  in  the  risk  factor  above.  If  an  actual  or  perceived  breach  of  our  or  our  third-party  service  providers' 
security occurs, the market perception of the effectiveness of our security measures could be harmed, our brand and reputation 
could be impacted, we could lose potential sales and existing customers, our ability to operate our business could be impaired, 
and  we  may  incur  significant  liabilities.  Moreover,  failure  to  maintain  effective  internal  accounting  controls  related  to  data 
security breaches and cybersecurity in general could impact our ability to produce timely and accurate financial statements and 
could subject us to regulatory scrutiny. 

If we fail to adapt and respond effectively  to  rapidly changing technology,  evolving industry  standards, changing 
regulations  and  changing  customer  needs,  requirements  or  preferences,  our  platform  and  solutions  may  become 
less competitive. 

The  market  in  which  we  compete  is  relatively  new  and  subject  to  rapid  technological  change,  evolving  industry 
standards  and  changing  regulations,  as  well  as  changing  customer  needs,  requirements  and  preferences.  The  success  of  our 
business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. In addition, as 
our customers’ technologies  and business plans grow more  complex,  we expect  them to face new and increasing  challenges. 
Our  customers  require  that  our  solution  effectively  identifies  and  responds  to  these  challenges  without  disrupting  the 
performance of our customers’ IT systems. As a result, we must continually modify and improve our products and introduce or 
acquire new products in response to changes in our customers’ IT infrastructures. We may be unable to anticipate future market 
needs and opportunities or be unable to develop enhancements to our platform or existing solutions or new solutions to meet 
such needs or opportunities in a timely manner, if at all. Even if we are able to anticipate, develop and commercially introduce 
enhancements to our platform and existing solutions and new solutions, those enhancements and new solutions may not achieve 
widespread market acceptance. Our enhancements or new solutions could fail to attain sufficient market acceptance for many 
reasons. 

Any actual or perceived failure by us to comply with our privacy commitments or legal or regulatory data protection 
requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us, as well as 
a loss of goodwill. 

Our customers’ storage and use of data concerning, among others, their employees, contractors, customers and partners 
is essential to their use of our platform and solutions. We have implemented various features intended to enable our customers 
to better secure their information and comply with applicable privacy and security requirements in their collection and use of 
data, but these features do not ensure their compliance and may not be effective against all potential privacy and data security 
concerns. 

A  wide  variety  of  domestic  and  foreign  laws  and  regulations  apply  to  the  collection,  use,  retention,  protection, 
disclosure,  transfer,  disposal  and  other  processing  of  personal  data.  These  data  protection  and  privacy-related  laws  and 
regulations are evolving and may result in regulatory and public scrutiny and escalating levels of enforcement and sanctions. 
See Part I, Item 1. “Business—Government Regulations” for more information. Our failure to comply with applicable laws and 
regulations,  or  to  protect  any  personal  or  other  customer  data,  could  result  in  enforcement  actions  against  us,  including 
regulatory fines, as well as claims for damages by customers and other affected individuals, damage to our reputation and loss 
of  goodwill  (both  in  relation  to  existing  customers  and  prospective  customers),  any  of  which  could  adversely  affect  our 
business, operating results, financial performance and prospects. In particular, we function as a HIPAA "business associate" for 
certain of our customers and, as such, are subject to strict privacy and data security requirements. 

In addition, we are subject to certain contractual obligations and have made privacy commitments, including in privacy 
policies, regarding our collection, use, storage, transfer, disclosure, disposal or processing of personal data. As a company that 
supports  customer  privacy  and  security  objectives,  even  the  perception  of  a  failure  by  us  to  comply  with  our  privacy 
commitments, whether or not valid, may harm our reputation, inhibit adoption of our solutions by current and future customers 
or adversely impact our ability to attract and retain workforce talent. Additionally, a failure or perceived failure to comply with 
privacy  commitments  could  lead  to  regulator  or  civil  claims  if  our  commitments  are  found  to  be  deceptive  or  otherwise 
misrepresentative of our actual policies and practices. 

Loss, retention or misuse of certain information and alleged violations of laws and regulations relating to privacy and data 
security, and any relevant claims, may expose  us to potential liability and may  require us to  expend significant  resources on 
data security and in responding to and defending  such  allegations and  claims. In addition, future laws,  regulations,  standards 
and  other  obligations,  and  changes  in  the  interpretation  of  existing  laws,  regulations,  standards  and  other  obligations  could 
impair  our  customers’  ability  to  collect,  use  or  disclose  data  relating  to  individuals,  which  could  decrease  demand  for  our 
platform  and  solutions,  increase  our  costs  and  impair  our  ability  to  maintain  and  grow  our  customer  base  and  increase  our 

17 

 
revenue.  This  includes  evolutions  in  definitions  of  what  constitutes  “Personal  Information”  and  “Personal  Data”  subject  to 
privacy laws, especially relating to classification of IP addresses, machine or device identification numbers, location data and 
other information. Changes in the law may limit or inhibit our ability to offer certain products or features, limit the growth of 
features and/or development of new products and services supported by AI or machine learning, or limit our ability to operate 
or expand our business and develop technology alliance relationships that may involve the sharing of data. 

Around the world, there are numerous lawsuits in process against various technology companies that process personal 
data. If those lawsuits are successful, it could increase the likelihood that our company may be exposed to liability for our own 
policies  and  practices  concerning  the  processing  of  personal  data  and  could  hurt  our  business.  Furthermore,  the  costs  of 
compliance  with,  and  other  burdens  imposed  by  laws,  regulations  and  policies  concerning  privacy  and  data  security that  are 
applicable to the businesses of our customers may limit the use and adoption of our platform or solutions and reduce overall 
demand for them. Privacy concerns, whether or not valid, may inhibit market adoption of our platform. Additionally, concerns 
about  security  or privacy  may  result  in  the  adoption  of  new  legislation  that  restricts  the  implementation  of  technologies  like 
ours or requires us to make modifications to our platform, which could significantly limit the adoption and deployment of our 
technologies or result in significant expense to modify our platform. 

If  we  are  not  able  to  maintain  and  enhance  our  brand  or  reputation  as  an  industry  leader  and  innovator,  our 
business and operating results may be adversely affected. 

We believe that maintaining and enhancing our reputation as a leader and innovator in the market for identity and data 
governance  solutions  is  critical  to  our relationship  with  our  existing  customers  and our ability  to  attract  new  customers. The 
successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to 
continue  to  develop  high-quality  features  and  solutions  for  our  platform  and  our  ability  to  successfully  differentiate  our 
platform and solutions from competitive products and services. Our brand promotion activities may not be successful or yield 
increased  revenue.  In  addition,  independent  industry  analysts  often  provide  reports  of  our  platform  and  solutions,  as  well  as 
products and services of our competitors, and perception of our platform and solutions in the marketplace may be significantly 
influenced by these reports. If these reports are negative, or less positive as compared to those of our competitors’ products and 
services, our reputation may be adversely affected. If we do not successfully maintain and enhance our brand and reputation, 
our business and operating results may be adversely affected. 

If  our  platform  and  solutions  do  not  effectively  interoperate  with  our  customers’  existing  or  future  IT 
infrastructures, installations could be delayed or cancelled, which would harm our business. 

Our  success  depends  on  the  interoperability  of  our  platform  and  solutions  with  third-party  operating  systems, 
applications,  data  and  devices  that  we  have  not  developed  and  do  not  control.  Any  changes  in  such  operating  systems, 
applications,  data  or  devices  that  degrade  the  functionality  of  our  platform  or  solutions  or  give  preferential  treatment  to 
competitive software could adversely affect the adoption and usage of our platform. We may not be successful in adapting our 
platform or solutions to operate effectively with these applications, data or devices. If it is difficult for our customers to access 
and use our platform or solutions, or if our platform or solutions cannot connect to a broadening range of applications, data and 
devices,  then  our  customer  growth  and  retention  may  be  harmed,  and  our  business  and  operating  results  could  be  adversely 
affected. 

If our products fail to help our customers achieve and maintain compliance with certain government regulations 
and industry standards, our business and operating results could be materially and adversely affected. 

We  believe  we  generate  a  portion  of  our  revenues  from  our  products  and  services  because  our  customers  use  our 
products  and  services  as  part  of  their  efforts  to  achieve  and  maintain  compliance  with  certain  government  regulations  and 
industry standards, and we expect that will continue for the foreseeable future. Examples of industry standards and government 
regulations include the Payment Card Industry Data Security Standard; the Federal Information Security Management Act and 
associated National Institute for Standards and Testing Network Security Standards; the Sarbanes-Oxley Act of 2002; Title 21 
of  the  U.S.  Code  of  Federal  Regulations,  which  governs  food  and  drugs  industries;  the  North American  Electric  Reliability 
Corporation Critical Infrastructure Protection Plan; the GDPR; the German Federal Financial Supervisory Authority Minimum 
Requirements for Risk Management; and the Monetary Authority of Singapore’s Technology Risk Management Notices. These 
industry  standards  may  change  with  little  or  no  notice,  including  changes  that  could  make  them  more  or  less  onerous  for 
businesses. In addition, governments may also adopt new laws or regulations, or make changes to existing laws or regulations, 
that  could  affect  whether  our  customers  believe  our  solution  assists  them  in  maintaining  compliance  with  such  laws  or 
regulations. If our solutions fail to expedite our customers’  compliance initiatives, our  customers may lose  confidence  in  our 
products and could switch to products offered by our competitors. In addition, if government regulations and industry standards 

18 

 
related  to  IT  security  are  changed  in  a  manner  that  makes  them  less  onerous,  our  customers  may  view  compliance  as  less 
critical  to  their  businesses,  and  our  customers  may be  less  willing  to  purchase our  products  and  services.  In  either  case,  our 
sales and financial results would suffer. 

Risks Related to Our Strategy and Competition 

A shift  in  our  business  from  selling  licenses  to  selling  subscriptions  could  materially  and  adversely  affect  our 
financial  condition,  operating  results  and  liquidity,  and  our  business,  financial  condition,  operating  results  and  prospects 
could be materially and adversely affected if we fail to successfully manage this shift. 

We believe enterprises are increasingly embracing the cloud to house their critical security infrastructure. As a result, a 
growing  number  of  enterprises  are  changing  their  approach  to  identity  security  and  now  prefer  SaaS  in  place  of  purchasing 
software via a license and independently operating their identity infrastructure. Our current product strategy reflects our belief 
in this industry shift. As we make this transition and sell subscription-based  arrangements, our license revenue  will  likely  be 
negatively impacted. 

In a subscription-based arrangement with a customer, we typically: 

• 

• 

recognize  revenue  (i)  ratably  over  the  term  of  the  applicable  agreement  if  the  software  is  delivered  as  a 
service,  whereas  we  typically  recognize  revenue  from  perpetual  licenses  upfront  upon  delivering  the 
applicable license, or (ii) upfront if the software is purchased as a term license, but for an amount less than we 
would charge for a perpetual license given the finite term of the term license; meaning in each case that for a 
given customer, we will initially recognize less revenue if our software is delivered via a subscription-based 
arrangement rather than as a perpetual license; and 
invoice the customer for subscription fees annually, and at an amount less than we would charge initially for a 
perpetual license, meaning that for a given customer, initially our billings and our cash flows will decrease. 

As  a  result,  during  any  period  of  significant  shifts  to  subscription-based  arrangements,  our  revenue  and  cash  flows, 
financial  condition,  operating  results  and  liquidity  may  be  materially  and  adversely  affected.  Additionally,  if  a  greater 
percentage of our customers purchase our solutions through subscription-based arrangements than we expect in any period, our 
revenue  and  earnings  will  likely  fall  below  expectations  for  that  period  and  our  cash  flows  may  be  lower  than  expected. 
Furthermore, our business, financial condition, operating results and prospects could be materially and adversely affected if we 
fail  to  successfully  manage  this  industry  shift,  which  depends  upon  our  ability  to,  among  other  things,  properly  price  our 
subscription-based arrangements, deliver SaaS, retain  our customers, and further  develop or acquire related  technologies and 
infrastructure. If the industry shift occurs differently than we anticipate, our business, financial condition, operating results and 
prospects could be materially and adversely affected. 

We  face  intense  competition  in  our  market,  both  from  larger,  well  established  companies  and  from  emerging 
companies,  and  we  may  lack  sufficient  financial  and  other  resources  to  maintain  and  improve  our  competitive 
position. 

The market for identity and data governance solutions is intensely competitive and is characterized by constant change 
and  innovation. We  face  competition  from  large,  well-known  enterprise  software  vendors  that  offer  identity  solutions  within 
their  product  portfolios,  pure  play  identity  vendors  (including  new  market  entrants)  and  vendors  with  whom  we  have  not 
traditionally competed but who may either introduce new products or incorporate features into existing products that compete 
with our solutions.  

Many  of our  competitors  are larger,  have greater  resources  and  existing  customer  relationships,  and  may be  able  to 
compete  and  respond  more  effectively  than  we  can  to  new  or  changing  opportunities,  technologies,  standards  or  customer 
requirements.  Our  competitors  may  also  seek  to  extend  or  supplement  their  existing  offerings  to  provide  identity  and  data 
governance  solutions  that  more  closely  compete  with  our  offerings.  Potential  customers  may  also  prefer  to  purchase,  or 
incrementally  add  solutions,  from  their  existing  suppliers  rather  than  a  new  or  additional  supplier  regardless  of  product 
performance or features. 

In addition, merger and acquisition transactions in the technology industry continue to occur, particularly transactions 
involving cloud-based technologies. Accordingly, there is a greater likelihood that we will compete with other large technology 
companies  in  the  future.  Continued  industry  consolidation  may  adversely  impact  customers’  perceptions  of  the  viability  of 
small and medium-sized technology companies and consequently their willingness to purchase from those companies. 

19 

 
New  start-up  companies  that  innovate  and  competitors  that  are  making  significant  investments  in  research  and 
development may invent similar or superior products and technologies that compete with our products, and our business could 
be materially and adversely affected if such technologies or products are widely adopted. These competitive pressures in our 
market or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins, 
increased net losses, and loss of market share. Any failure to meet and address these factors could adversely affect our business, 
financial condition and operating results. 

If  we  are  unable  to  maintain  successful  relationships  with  our  channel  partners,  our  ability  to  market,  sell  and 
distribute  our  solutions  will  be  limited  and  our  business,  financial  condition  and  operating  results  could  be 
adversely affected. 

We derive a significant portion of our revenue from sales influenced or made through our channel partner network and 
expect  these  sales  to  continue  to  grow  for  the  foreseeable  future.  Our  channel  partners  provide  implementation  and  other 
services to our customers in exchange for fees paid by those customers. We may not achieve anticipated revenue growth from 
our channel partners if we are unable to retain our existing channel partners and expand their sales or add additional motivated 
channel partners. Our arrangements with our channel partners are generally non-exclusive, meaning they may offer customers 
the  products of several different companies, including  products that  compete  with our platform and  solutions.  If our  channel 
partners  do  not  effectively  market  and  sell  our  solutions,  choose  to  use  greater  efforts  to  market  and  sell  our  competitors’ 
products or services, fail to meet the needs of our customers, or cease marketing our products or providing services to us, our 
ability to  grow our business and sell our solutions may  be  adversely affected. If we are  unable  to maintain  our relationships 
with  these  channel  partners,  our  business,  financial  condition  and  operating  results  could  be  adversely  affected.  We  also 
collaborate  with  adjacent  technology  vendors  to  offer  comprehensive  solutions  to  our  customers.  If  we  do  not  effectively 
collaborate with them, or if they elect to terminate their relationship with us or develop and market solutions that compete with 
our solutions, our growth may be adversely affected. 

We  anticipate  that  our  operations  will  continue  to  increase  in  complexity  as  we  grow,  which  will  add  additional 
challenges to the management of our business in the future. 

Our business has experienced significant growth and is becoming increasingly complex. We increased the number of 
our  employees  from  1,003  at  December 31,  2018  to  1,394  at  December 31,  2020.  We  have  also  experienced  growth  in  the 
number of customers of our solutions from 1,173 at December 31, 2018 to 1,753 at December 31, 2020. We expect this growth 
to continue and for our operations to become increasingly complex. To effectively manage this growth, we have made and plan 
to  continue  to  make  substantial  investments  to  improve  our  operational,  financial  and  management  controls  as  well  as  our 
reporting systems and procedures. Our success will depend in part on our ability to manage this complexity effectively without 
undermining  our  corporate  culture,  which  we  believe  has  been  central  to  our  success.  If  we  are  unable  to  manage  this 
complexity, our business, operations, operating results and financial condition may suffer. 

As our customer base continues to grow, we likely will need to expand our professional services and other personnel, 
and  maintain  and  enhance  our  existing  partner  network,  to  provide  a  high  level  of  customer  service.  We  also  will  need  to 
effectively manage our direct and indirect sales processes as the number and type of our sales personnel and partner network 
continues to grow and become more complex and as we continue to expand into new geographies and vertical markets. This 
complexity  is  further  driven by  the  various  ways  in  which  we  sell  our  solutions,  including  on  a  per  identity  and  per module 
basis through perpetual and term licenses, SaaS and other subscription services. If we do not effectively manage the increasing 
complexity of our business and operations, the quality of our solutions and customer service could suffer, and we may not be 
able to adequately address competitive challenges. These factors could impair our ability, and our channel partners’ ability, to 
attract new customers, retain existing customers, expand our customers’ use of existing solutions and adoption of more of our 
solutions and continue to provide high levels of customer service, all of which would adversely affect our reputation, overall 
business, operations, operating results and financial condition. 

We  may  acquire  or  invest  in  companies,  which  may  divert  our  management’s  attention  and  result  in  additional 
dilution to our stockholders. We may be  unable to integrate  acquired  businesses and technologies successfully  or 
achieve the expected benefits of such acquisitions, and acquisitions, particularly of development stage companies, 
may adversely affect our operating results and liquidity as well as our ability to meet expectations. 

Our success will depend, in part, on our ability to expand our solutions and services and grow our business in response 
to  changing  technologies,  customer  demands  and  competitive  pressures.  In  some  circumstances,  we  may  choose  to  do  so 
through the acquisition of, or investment in, new or  complementary businesses  and technologies  rather than through internal 
development. As a function of the industry in which we operate, we may acquire development stage companies that are not yet 

20 

 
profitable, and that require continued investment, which could adversely affect our results of operations and liquidity as well as 
our ability to meet expectations, particularly if they were formulated prior to such acquisitions. Development stage companies 
generally involve a higher degree of risk and have not been proven, require additional capital to develop, and typically do not 
generate enough revenue to offset increased expenses associated therewith. 

The identification of suitable acquisition or investment candidates can be difficult, time-consuming and costly, and we 
may  not  be  able  to  successfully  complete  identified  acquisitions  or  investments.  The  risks  we  face  in  connection  with 
acquisitions  and/or  investments  include difficulties  integrating  the  new  businesses,  technologies,  or  personnel,  distractions  to 
management,  adverse  tax  consequences,  claims  and  disputes  by  stockholders,  and  the  assumption  of  debt  or other  liabilities, 
among other things. The occurrence of any of these or other risks could prevent us from realizing the anticipated benefits of an 
acquisition and could adversely affect our business, operating results and financial condition. 

Because our long-term success depends, in part, on our ability to expand the sales and marketing of our platform 
and  solutions  to  customers  located  outside  of  the  United  States,  and  we  perform  a  significant  portion  of  our 
development  outside  of  the  United  States,  our  business  will  be  susceptible  to  risks  associated  with  international 
operations. 

At  December 31, 2020,  we had  customers  in  57  countries and  personnel  in 18  countries,  and  we  intend  to  continue 
expanding our international sales and marketing operations. Conducting international operations subjects us to risks that we do 
not  generally  face  in  the  United  States.  These  risks  include:  (i)  heightened  risks  of  unethical,  unfair  or  corrupt  business 
practices, actual or claimed, in certain geographies and of improper or fraudulent sales arrangements; (ii) political instability, 
war, armed conflict or terrorist activities; (iii) public health issues, including outbreaks of contagious diseases or illnesses; (iv) 
currency  fluctuations;  (v)  laws  imposing  heightened  restrictions  on  data  usage  and  increased  penalties  for  failure  to  comply 
with applicable laws, particularly in the European Union (“EU”); (vi) risks associated with trade restrictions and foreign import 
requirements;  (vii)  potentially  different  pricing  environments,  longer  sales  cycles  and  longer  accounts  receivable  payment 
cycles  and  collections  issues;  (viii)  management  communication  and  integration problems  resulting  from  cultural  differences 
and  geographic  dispersion;  (ix)  increased  turnover  of  international  personnel  as  compared  to  our  domestic  operations;  (x) 
potentially adverse tax consequences, including multiple  and possibly overlapping tax  structures, the  complexities of foreign 
value  added  tax  systems,  restrictions  on  the  repatriation  of  earnings  and  changes  in  tax  rates;  (xi)  changes  in  global  trade 
policies, such as the United  Kingdom’s  exit from  the  EU,  trade disputes and  increased  tariffs  between  the United States  and 
China, or other political, cultural or economic developments; (xii) greater difficulty in enforcing contracts, accounts receivable 
collection  and  longer  collection  periods;  (xiii)  the  uncertainty  and  limitation  of  protection  for  intellectual  property  rights  in 
some  countries;  and  (xiv)  increased  financial  accounting  and  reporting  burdens  and  complexities.  Additionally,  operating  in 
international markets requires significant management attention and financial resources.  

Legal, Regulatory and Governance Risks 

If  we  fail  to  meet  contractual  commitments  related  to  response  time,  service  level  commitments  or  quality  of 
professional services, we could be obligated to provide credits for future service, or face contract termination, which 
could adversely affect our business, operating results and financial condition. 

Depending  on  the  products  purchased,  our  customer  agreements  contain  service  level  agreements,  under  which  we 
guarantee specified availability of our platform and solutions. If we are unable to meet the stated service level commitments to 
our  customers  or  suffer  extended  periods  of  unavailability  of  our  SaaS  solutions  or  other  subscription  services,  we  may  be 
contractually  obligated  to  provide  affected  customers  with  service  credits  or  customers  could  elect  to  terminate  and  receive 
refunds for prepaid amounts. In addition, if the quality of our professional services does not meet contractual requirements, we 
may be required to re-perform the services at our expense or refund amounts paid for the services. Any failure to meet these 
contractual commitments could adversely affect our revenue, operating results and financial condition and any failure to meet 
service  level  commitments  or  extended  service  outages  of  our  SaaS  solutions  or  other  subscription  services  could  adversely 
affect our business and reputation as customers may elect not to renew and we could lose future sales. 

We use third-party licensed software in or with our solutions, and the inability to maintain these licenses or issues 
with the software we license could result in increased costs or reduced service levels, which would adversely affect 
our business. 

Our solutions include software or other intellectual property licensed from third parties, and we otherwise use software 
and other intellectual property licensed from third parties in our business. We anticipate that we will continue to rely on such 
third-party software and intellectual property in the future. This exposes us to risks over which we may have little or no control. 
The  third-party software we currently license may not  always  be available, and we may not have  access to alternative third-

21 

 
party software on commercially reasonable terms. In addition, a third party may assert that we or our customers are in breach of 
the terms of a license, which could, among other things, give such third party the right to terminate a license or seek damages 
from us, or both. Our inability to obtain or maintain  certain licenses or other  rights or  to obtain or maintain such  licenses or 
rights on favorable terms, or the need to engage in litigation regarding these matters, could result in delays in releases of new 
solutions, and could otherwise disrupt our business, until equivalent technology can be identified, licensed or developed, if at 
all.  Also,  to  the  extent  that  our  platform  and  solutions  depend  upon  the  successful  operation  of  third-party  software  in 
conjunction with our software, any undetected errors, vulnerabilities, compromises or defects in such third-party software could 
prevent the deployment or impair the functionality of our platform, delay new feature introductions, result in a failure of our 
platform and injure our reputation. 

If we fail to adequately protect our proprietary rights, our competitive position could be impaired, and we may lose 
valuable assets, generate reduced revenue and incur costly litigation to protect our rights. 

We  rely  on  copyrights,  trade  secret  laws,  confidentiality  procedures,  employment  proprietary  information  and 
inventions assignment agreements, trademarks and patents to protect our intellectual property rights. To protect our trade secrets 
and  proprietary  information,  we  rely  in  significant  part  on  confidentiality  arrangements  with  our  employees,  licensees, 
independent contractors, advisers, channel partners, resellers and customers. These arrangements and other steps we take may 
not  be  effective  to  prevent  disclosure  of  confidential  information,  including  trade  secrets,  and  may  not  provide  an  adequate 
remedy in the event of unauthorized disclosure of confidential information. 

We  may  be  required  to  spend  significant  resources  to  obtain,  monitor  and  enforce  our  intellectual  property  rights. 
Litigation  brought  to  enforce  our  intellectual  property  could  be  costly,  time-consuming  and  distracting  to  management  and 
could be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property, 
which may result in the impairment or loss of portions of our intellectual property. The laws of some foreign countries do not 
protect our intellectual property to the same extent as the laws of the United States, and effective intellectual property protection 
and  mechanisms  may  not  be  available  in  those  jurisdictions.  We  may  need  to  expend  additional  resources  to  defend  our 
intellectual property in these countries, and our inability to do so could impair our business or adversely affect our international 
expansion. 

We may be subject to intellectual property rights claims by third parties or contractual counterparties, which may be 
costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies. 

Companies in the software and technology industries,  including some of our current and potential competitors, own 
large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of 
infringement, misappropriation or other violations of intellectual property rights. We have in the past and may in the future be 
subject to notices that claim we have infringed, misappropriated or misused the intellectual property of our competitors or other 
third  parties,  many  of  which  have  significantly  larger  and  more  mature  patent  holdings  than  we  do  or  are  patent  holding 
companies whose sole business is to assert such claims. To the extent we increase our visibility in the market, we face a higher 
risk of being the subject of intellectual property claims. Additionally, we could in the future be subject to claims that we, our 
employees or our contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of 
our competitors or other parties. 

Our agreements with customers and other third parties may include indemnification provisions under which we agree to 
indemnify them or otherwise be liable for losses suffered or incurred as a result of claims of intellectual property infringement 
or misappropriation, damages caused by us to property or persons, or other liabilities relating to or arising from our platform, 
solutions,  services  or  other  contractual obligations.  Some of  these  indemnity  agreements  provide  for  significant  or  uncapped 
liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable 
agreement. Any dispute with a customer with  respect to such obligations could have  adverse effects on our relationship  with 
that customer and other existing customers and new customers and adversely affect our business and operating results. 

Any intellectual property, indemnification or wrongful use or disclosure claims, with or without merit, could be time-
consuming  and  expensive,  could  require  litigation  and  could  divert  our  management’s  attention  and  other  resources.  These 
claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have 
willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in 
violation  of  a  third  party’s  rights.  We  might  be  required  to  seek  a  license  for  the  intellectual  property,  which  may  not  be 
available on reasonable terms or at all. Even if a license is available, we could be required to pay significant royalties, which 
would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which 
could require significant effort and expense. If we cannot license or develop technology for any aspect of our business that may 

22 

 
ultimately be determined to infringe on or misappropriate the intellectual property rights of another party, we could be forced to 
limit  or  stop  sales  of  licenses  to  our  platform  and  solutions  and  may  be  unable  to  compete  effectively.  We  could  also  lose 
valuable  intellectual  property  rights  or  key  personnel  as  a  result  of  a  wrongful  disclosure  dispute.  Furthermore,  we  may  be 
subject  to  indemnification  obligations  with  respect  to  third-party  intellectual  property  pursuant  to  our  agreements  with  our 
channel  partners  or  customers.  Any  of  these  results  would  adversely  affect  our  business,  operating  results  and  financial 
condition. 

Our use of “open source” software could negatively affect our ability to sell our solutions and subject us to possible 
litigation. 

Some aspects of our platform and solutions are built using open source software, and we intend to continue to use open 
source software in the future. From time to time, we contribute software source code to open source projects under open source 
licenses  or  release  internal  software  projects  under  open  source  software  licenses  and  anticipate  doing  so  in  the  future.  The 
terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a 
risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on 
our ability to monetize our products. Additionally, we may from time to time face claims from third parties claiming ownership 
of, or demanding release of, the open source software or derivative works that we developed using such software, which could 
include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source software license. 
These claims could result in litigation and could require us to make our software source code freely available, purchase a costly 
license or cease offering the implicated services unless and until we can re-engineer them to avoid infringement or violation. 
This re-engineering process could require significant additional research and development resources, and we may not be able to 
complete  it  successfully. In  addition  to  risks  related  to  license  requirements,  use  of certain  open  source  software  can  lead  to 
greater  risks  than  use  of  third-party  commercial  software,  as  open  source  licensors  generally  do  not  provide  warranties  or 
controls on the origin of software and, thus, may contain security vulnerabilities or broken code. Any of these risks could be 
difficult  to  eliminate  or  manage,  and  if  not  addressed,  could  have  a  negative  effect  on  our  business,  operating  results  and 
financial condition. 

Our  charter  and  bylaws  contain  anti-takeover  provisions  that  could  delay  or  discourage  takeover  attempts  that 
stockholders may consider favorable. 

Our  charter  and  bylaws  contain  provisions  that  could  delay  or  prevent  a  change  in  control  of  our  company.  These 
provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our 
board of directors or take other corporate actions, including effecting changes in our management. These provisions include: (i) 
a classified board of directors with three-year staggered terms; (ii) removal of directors only for cause; (iii) the ability of our 
board  of  directors  to  issue  shares  of  preferred  stock  and  to  determine  the  price  and  other  terms  of  those  shares,  including 
preferences and voting rights, without stockholder approval; (iv) allowing only our directors to fill vacancies on our board of 
directors; (v) a prohibition on stockholder action by written consent; (vi) the requirement that a special meeting of stockholders 
may be called only by or at the direction of our board of directors; (vii) the requirement for the affirmative vote of holders of at 
least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to 
amend  the  provisions  of our charter  relating  to  the  management  of our  business  (including  our  classified  board  structure)  or 
certain provisions of our bylaws; (viii) the ability of our board of directors to amend the bylaws; (ix) advance notice procedures 
with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at 
a stockholders’ meeting; and (x) a prohibition of cumulative voting in the election of our board of directors.  Our charter also 
contains  a  provision  that  provides  us  with  protections  similar  to  Section 203  of  the  Delaware  General  Corporation  Law 
(“DGCL”), and prevents us from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a 
person or group who acquires at least 15% of our voting stock) for a period of three years from the date such person became an 
interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became 
an interested stockholder is approved in a prescribed manner. 

Our charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain 
types of actions and proceedings by our stockholders, which could limit their ability to obtain a favorable judicial 
forum for disputes with us or our directors, officers, employees or agents. 

Our charter provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery 
of  the  State  of  Delaware  will,  to  the  fullest  extent  permitted  by  applicable  law,  be  the  sole  and  exclusive  forum  for  (i) any 
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by 
any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to 
any provision of the DGCL, our charter or bylaws, or (iv) any action asserting a claim against us that is governed by the internal 

23 

 
affairs doctrine, in each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over 
the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in 
shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our charter described in the 
preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it 
finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against 
us and such persons.  

The  enforceability  of  similar  exclusive  forum  provisions  in  other  companies’  charters  has  been  challenged  in  legal 
proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule 
that  this  provision  in  our  charter  is  inapplicable  or  unenforceable.  For  example,  the  choice  of  forum  provisions  summarized 
above are not intended to, and would not, apply to suits brought to enforce any liability or duty created by the Exchange Act, or 
other claim for which the federal courts have exclusive jurisdiction. Additionally, there is uncertainty as to whether our choice 
of forum provisions would be enforceable with respect to suits brought to enforce any liability or duty created by the Securities 
Act of 1933, as amended (the “Securities Act”), or other claims for which the federal courts have concurrent jurisdiction, and in 
any event stockholders will not be deemed to have waived the Company’s compliance with federal securities laws and rules and 
regulations thereunder. If a court were to find these provisions of our charter inapplicable to, or unenforceable in respect of, one 
or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters 
in other jurisdictions, which could adversely affect our business, financial condition or operating results. 

General Risk Factors 

Our success depends on the experience and expertise of our senior management team and key employees. If we are 
unable  to  hire,  retain,  train  and  motivate  our  personnel,  our  business,  operating  results  and  prospects  may  be 
harmed. 

Our success has depended, and continues to depend, on the efforts and talents of our senior management team and key 
employees, including our engineers, product managers, sales and marketing personnel and professional services personnel. Our 
future  success  will  also  depend  upon  our  continued  ability  to  identify,  hire  and  retain  additional  skilled  and highly  qualified 
personnel, which will require significant time, expense and attention. Competition for such highly skilled personnel is intense, 
and we may need to invest significant amounts of cash and equity to attract and retain new employees. If we do not succeed in 
attracting well-qualified employees or retaining and motivating existing employees, or if we lose one or more members of our 
senior management team, our business, operating results and prospects could be adversely affected. 

Our  business  depends,  in  part,  on  sales  to  the  public  sector,  and  significant  changes  in  the  contracting  or  fiscal 
policies of the public sector could have an adverse effect on our business. 

We derive a portion of our revenue from sales of our solutions to federal, state, local and foreign governments, and we 
believe  that  the  success  and  growth  of  our  business  will  continue  to  depend  in  part  on  our  successful  procurement  of 
government  contracts.  Factors  that  could  impede  our  ability  to  maintain  or  increase  the  amount  of  revenue  derived  from 
government contracts include: (i) changes in fiscal or contracting policies; (ii) decreases in available government funding; (iii) 
changes in government programs or applicable requirements; (iv) the adoption of new laws or regulations or changes to existing 
laws  or  regulations;  and  (v)  potential  delays  or  changes  in  the  government  appropriations  or  other  funding  authorization 
processes. The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from 
purchasing our solutions or otherwise have an adverse effect on our business, operating results and financial condition. 

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results 
could be adversely affected. 

The  preparation  of  financial  statements  in  conformity  with  accounting  principles  generally  accepted  in  the  United 
States of America requires management to make estimates and assumptions that affect the amounts reported in our consolidated 
financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions 
that  we believe to be reasonable under  the circumstances, as  provided in  Item 7.  “Management’s Discussion  and Analysis  of 
Financial Condition and Results of Operations—Critical Accounting Estimates.” The results of these estimates form the basis 
for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that 
are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial 
statements include those related to revenue recognition, including the determination of stand-alone selling price, the expected 
period  of  benefit  for  our  deferred  contract  acquisition  costs,  income  taxes,  and  the  valuation,  estimated  useful  lives  and 
impairment  of  intangible  assets  and  goodwill  arising  from  business  combinations.  Our  operating  results  may  be  adversely 
affected  if  our  assumptions  change  or  if  actual  circumstances  differ  from  those  in  our  assumptions,  which  could  cause  our 

24 

 
operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of 
our common stock. 

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new 

technologies in the future could reduce our ability to compete successfully and harm our operating results. 

We  may  need  to  raise  additional  funds,  and  we  may  not  be  able  to  obtain  additional  debt  or  equity  financing  on 
favorable  terms,  if  at  all.  If  we  raise  additional  equity  financing,  our  security  holders  may  experience  significant  dilution  of 
their ownership interests. If we engage in additional debt financing, we may be required to accept terms that restrict our ability 
to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or 
make acquisitions. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among 
other  things:  (i)  develop  and  enhance  our  products;  (ii)  continue  to  expand  our  product  development,  sales  and  marketing 
organizations;  (iii)  hire,  train  and  retain  employees;  (iv)  respond  to  competitive  pressures  or  unanticipated  working  capital 
requirements; or (v) pursue acquisition opportunities. 

Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our 
business to do so. 

We  have  historically  relied  on  the  availability  of  some  amount  of  debt  financing.  Our  ability  to  make  scheduled 
payments  of  the  principal  of,  to  pay  interest  on  or  to  refinance  our  indebtedness,  including  our  $400.0  million  aggregate 
principal  amount  of  0.125%  convertible  senior  notes  due  2024  (the  “Notes”)  and  any  future  borrowings  under  our  credit 
facility, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our 
control,  including  the  factors described  in  this  “Risk  Factors”  section.  Our  business  may  not  continue  to  generate  cash  flow 
from  operations  in  the  future  sufficient  to  service  our  debt  and  make  necessary  capital  expenditures.  If  we  are  unable  to 
generate  such  cash  flow,  we  may  be  required  to  adopt  one  or  more  alternatives,  such  as  selling  assets,  restructuring  debt  or 
obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness 
will  depend  on  the  capital  markets  and  our  financial  condition  at  such  time.  We  may  not  be  able  to  engage  in  any  of  these 
activities or engage in these activities on desirable terms. In addition, our credit facility and any of our future debt agreements 
may contain restrictive covenants that prohibit us from adopting any of these alternatives.  

The  terms,  conditions  and  restrictions  contained  in  our  credit  agreement  and  our  convertible  notes  and  related 
capped  call  transactions  could  expose  us  to  risks  that  could  adversely  affect  our  liquidity  and  financial  condition  or 
otherwise adversely affect our operating results. 

Our  credit  agreement  contains  various  covenants  that,  among  other  things,  limit  our  and  certain of  our  subsidiaries’ 
abilities to: (i) incur additional indebtedness or guarantee indebtedness of others; (ii) create additional liens on our assets; (iii) 
merge, consolidate or dissolve; (iv) make loans or investments, including acquisitions; (v) sell assets; (vi) engage in sale and 
leaseback transactions; (vii) pay dividends and make other distributions  on  our capital stock, and  redeem and repurchase our 
capital stock; or (viii) enter into transactions with affiliates. Our credit agreement also contains numerous affirmative covenants 
and a financial covenant. Our failure to comply with these covenants could result in an event of default, which, if not cured or 
waived, could result in the acceleration of our debt. Any additional debt that we incur in the future could subject us to similar or 
additional covenants. 

Holders  of  the  Notes  have  the  right  to  require  us  to  repurchase  their  Notes  upon  the  occurrence  of  a  fundamental 
change (as defined in the indenture governing the Notes) at a repurchase price  equal  to 100% of  the principal amount of the 
Notes to be repurchased, plus accrued and unpaid interest, if any. In such event, we may not have enough available cash or be 
able to obtain financing at the time to make repurchases of the Notes surrendered therefor. In addition, our ability to repurchase 
the  Notes  may  be  limited  by  our  existing  credit  agreement  or  agreements  governing  our  future  indebtedness.  Our  failure  to 
repurchase the Notes at a time when the repurchase is required by the indenture governing the Notes would constitute a default 
under  such  indenture.  A  default  under  the  indenture  or  the  fundamental  change  itself  could  also  lead  to  a  default  under 
agreements governing our existing credit facility or future indebtedness.  

The conditional conversion feature of the Notes has been triggered during certain quarters and may be triggered in future 
quarters,  entitling  holders  of  the  Notes  to  convert  the  Notes  at  any  time  during  specified  periods  at  their  option.  We  have 
received,  and  we  may  in  the  future  receive,  requests  from  holders  to  convert  all  or  a  portion  of  their  Notes  (for  more 
information, see Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity 
and Capital Resources"). To the extent that we elect to settle a portion or all of our conversion obligation through the payment 
of  cash,  this  could  adversely  affect  our  liquidity.  The  conversion  of  some  or  all  of  the  Notes  will  also  dilute  the  ownership 

25 

 
interests of existing stockholders to the extent we satisfy our conversion obligation by delivering shares of our common stock 
upon any conversion of such Notes. In addition, even if holders do not elect to convert their Notes, we could be required under 
applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-
term  liability,  which  would  result  in  a  material  reduction  of  our  net  working  capital.  The  Notes  were  classified  as  current 
liabilities on the consolidated balance sheet as of December 31, 2020. 

In connection with the pricing of the Notes, we entered into privately negotiated capped call transactions (“Capped Call 
Transactions”) that are intended to reduce the potential dilution to our common stock upon any conversion of the Notes and/or 
offset  any  potential  cash  payments  we  are  required  to  make  in  excess  of  the  principal  amount  of  converted  Notes.  The 
unwinding of such Capped Call Transactions in connection with a conversion of some or all of the Notes could adversely affect 
the value of our common stock.  

Additionally, it is possible that the accounting standards relating to the Notes and/or the Capped Call Transactions could 
in the future change, and compliance with any new or updated standards could have a material adverse effect on our results, 
including with respect to earnings per share. 

The COVID-19 pandemic continues to affect populations and businesses worldwide and may materially affect how 
we and our customers operate, and the duration and extent to which these effects may impact our future results of 
operations and overall financial performance remains uncertain. 

The emergence of the novel coronavirus as a global pandemic in late 2019 and the devastating effects of COVID-19 
throughout 2020 and into 2021 have caused substantial disruption to populations, including markets and economies, worldwide. 
Governments  and  public  health  officials  have  recommended  and  imposed  significant  regulations  and restrictions  designed  to 
protect  human  life,  but  which  have  simultaneously  had  (and  are  expected  to  continue  to  have)  serious  adverse  impacts  on 
domestic and foreign economies. Further, as new variants of the coronavirus emerge throughout the world, some governments 
have tightened restrictions, and making it even more difficult to predict the scope and duration of the effects of the coronavirus. 
While  we  believe  that  the  pandemic  has  not  had  an  immediate  material  adverse  impact  on  our  financial  performance,  our 
business  may  yet  be  negatively  impacted  by  the  COVID-19  pandemic  as  the  duration  of  the  pandemic  and  the  scope  of  its 
effects ultimately remain unknown. 

The conditions caused by the COVID-19 pandemic have in some cases affected, and may continue to affect, the rate of 
IT spending by our current and prospective customers, impacting some of our customers’ ability and willingness to purchase 
our  offerings,  in  some  instances  delaying  prospective  customers’  purchasing  decisions,  delaying  the  provisioning  of  our 
offerings  and  causing  some  customers  to  fail  to  make  timely  payments.  We  have  seen  an  immaterial  number  of  customer 
requests, and may continue to see similar requests, to lengthen payment terms or reduce the value or duration of subscription 
contracts, and for those customers that prefer we provide on-site consulting services, we have generally been unable to do so 
during the pandemic due to local and regional restrictions, instead providing those services virtually. 

Given the nature and significance of the circumstances created by the coronavirus,  we  are  not able to  enumerate all 
potential risks to our business; however, we believe that in addition to the impacts described above, other potential impacts of 
the  global  pandemic  include:  (i)  an  increased  likelihood  of  interruptions  with  the  delivery  of  our  SaaS  solutions,  other 
subscription services or third-party cloud-based systems that we use  in our  operations;  (ii) a  decrease in the volume of sales 
through our  channel  partners due  to  changes  to  their  business  models  as  a  result  of  COVID-19;  (iii) cybersecurity  issues,  as 
digital technologies may become more vulnerable and experience a higher rate of cyberattacks in the current environment of 
remote connectivity; (iv) risk of stockholder lawsuits arising from volatility in the trading price of our common stock and other 
securities-related claims; (v) litigation risk and possible loss contingencies related to COVID-19 and its impact, including with 
respect to commercial contracts, employee matters  and insurance arrangements; (vi) changes  to  our culture  and workforce to 
adjust to market conditions and as a result of increased remote connectivity; (vii) potentially higher borrowing costs or we may 
not be able to raise capital on terms acceptable to us or at all in the future; (viii) impairments and other accounting charges if 
demand for our services and products decreases; and (ix) infections and quarantining of our employees and the personnel of our 
customers, suppliers and other third parties in areas in which we operate. 

The duration and extent of the impact from the COVID-19 pandemic depends on future developments, including the 
effectiveness of vaccinations as they are distributed and the nature and number of variants of the coronavirus that emerge, that 
cannot be accurately predicted at this time. If we are not able to respond to and manage the impact of such events effectively, 
our business will be harmed. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may 
also  have  the  effect  of  heightening  many  of  the  other  risks  set  forth  in  these  “Risk  Factors”,  such  as  those  relating  to  our 
financial performance and debt obligations. 

26 

 
The impact of various tax laws and regulations, including our failure to comply therewith, could have a negative 
impact on our operating results and financial condition. 

We are subject to tax laws and regulations, both in the United States and internationally, which laws and regulations 
are  complex  and  may  change  over  time.  Compliance  with  such  laws  and  regulations  may  have  negative  impacts  on  our 
operating results and financial condition, and our efforts to comply in a timely manner may prove inadequate. For example, (i) 
comprehensive U.S. federal tax reform legislation could adversely affect our business and financial condition; (ii) changes in 
existing  financial  accounting  standards  or  practices,  or  taxation  rules  or  practices,  may  harm  our  operating  results;  (iii)  our 
business may be subject to additional obligations to collect  and remit sales tax, value-added and  other taxes, and we  may  be 
subject to tax liability for past sales; (iv) our corporate structure and intercompany arrangements are subject to the tax laws of 
various jurisdictions, and we could be obligated to pay additional taxes, which would harm our operating results; and (v) our 
ability to use net operating losses and other tax attributes to offset future taxable income may be subject to certain limitations. 
Additionally,  forecasting  our estimated  annual  effective  tax  rate  for  financial  accounting  purposes  is  complex  and  subject  to 
uncertainty,  and  there  may  be  material  differences  between  our  forecasted  and  actual  tax  rates. Any  of  these  circumstances 
could have a material impact on our results of business, financial condition and results of operations. 

Item 1B. Unresolved Staff Comments. 

None. 

Item 2. Properties. 

Our corporate headquarters in Austin, Texas consists of 164,818 square feet of space under a lease that expires in April 
2029. We also have additional office space under leases in Pune, India, Tel Aviv, Israel, London, United Kingdom, San Jose, 
California and Singapore. 

We  lease  all  of  our  facilities.  We  believe  that  our  facilities  are  adequate  for  our  current  needs  and  anticipate  that 
suitable  additional  space  will  be  readily  available  to  accommodate  any  foreseeable  expansion  of  our  operations.  For  more 
information  about  our  lease  commitments,  see  also  Note  7  “Leases”  in  our  notes  to  our  consolidated  financial  statements 
included in this Annual Report. 

Item 3. Legal Proceedings. 

We  are  not  currently  a  party  to,  nor  is  our  property  currently  subject  to,  any  material  legal  proceedings  other  than 
ordinary  routine  litigation  incidental  to  the  business,  and  we  are  not  aware  of  any  such  proceedings  contemplated  by 
governmental authorities. 

Item 4. Mine Safety Disclosures. 

None. 

27 

 
PART II 

Item  5.  Market  for  Registrant’s  Common  Equity,  Related  Stockholder  Matters  and  Issuer  Purchases  of  Equity 
Securities. 

Market Information 

Our common stock is listed and traded on the New York Stock Exchange ("NYSE") under the symbol “SAIL.” 

Holders of Record 

As of February 18, 2021, there were 23 holders of record of our common stock including Cede & Co, a nominee for 
The  Depository Trust Company, or DTC,  which  holds shares of our common stock on behalf of an  indeterminate number  of 
beneficial  owners.  All  of  the  shares  of  common  stock  held  by  brokerage  firms,  banks  and  other  financial  institutions  as 
nominees for beneficial owners are deposited into participant accounts at DTC and are considered to be held of record by Cede 
& Co. as one stockholder. Because many of our shares of common stock are held by brokers and other institutions on behalf of 
stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders. 

Dividend Policy 

We  have  never  declared  or  paid  any  cash  dividends  on  our  common  stock.  We  currently  intend  to  retain  all  of  our 
earnings to finance the growth and development of our business. Any further determination to pay dividends on our common 
stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, 
results of operations, capital requirements, general business conditions and other factors that our board of directors considers 
relevant. In addition, our Credit Agreement places restrictions on our ability to pay cash dividends. See Note 9 “Line of Credit 
and Long-Term Debt” in our notes to our consolidated financial statements included in this Annual Report for more information 
regarding terms and conditions of the Credit Agreement. 

Stock Performance Graph 

The following is not “soliciting material,” shall not be deemed “filed” for purposes of Section 18 of the Exchange Act 
or incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent we 
specifically incorporate it by reference into such filing. 

The  graph assumes  that  $100  was  invested (i) in the  Company’s  common  stock  on November  17,  2017 (the  date  on 
which  initial  trading  in  the  Company’s  common  stock  commenced),  and  (ii) on  October  31,  2017,  in  the  NYSE  Composite 
Index,  S&P  Mid  Cap  400  and  the  S&P  600  Information  Technology  Index,  and  in  each  case, that  all  dividends  were 
reinvested. The  stock  price  performance  on  the  following  graph is required  by  the  SEC  and is not necessarily intended  to 
forecast  or  be  indicative of  future  stock  price  performance.  On  October  5,  2020,  our  common  stock  was  added  to  the  S&P 
MidCap 400 Index. As a result, we have added the S&P MidCap 400 Index to our stock performance graph, and we intend to 
discontinue presentation of the NYSE Composite Index in future stock performance graphs, as we believe the S&P MidCap 400 
Index is a more appropriate benchmark for comparative purposes. 

28 

 
 
COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN*
Among Sailpoint Technologies Holdings, Inc., the NYSE Composite Index, the S&P Midcap 400 Index, 
and S&P 600 Information Technology Index

$450

$400

$350

$300

$250

$200

$150

$100

$50

11/17/17

12/17

3/18

6/18

9/18

12/18

3/19

6/19

9/19

12/19

3/20

6/20

9/20

12/20

Sailpoint Technologies Holdings, Inc.

NYSE Composite

S&P Midcap 400

S&P 600 Information Technology Index

*$100 invested on 11/17/17 in stock or 10/31/17 in index, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright© 2021 Standard & Poor's, a division of S&P Global. All rights reserved.

Company/Index

11/17/2017

12/31/2017

3/31/2018

6/30/2018

9/30/2018

12/31/2018

3/31/2019

6/30/2019

9/30/2019

12/31/2019

$ 100.00 

$ 111.54

$ 159.15 

$ 188.77 

$ 261.69 

$ 180.69 

$ 220.92 

$ 154.15 

$ 143.77 

$ 181.54 

$ 100.00 

$ 104.23 

$ 101.92 

$ 103.08 

$ 108.50 

$

94.91 

$ 106.64 

$ 110.37

$ 110.69 

$ 119.11

SAIL
NNYSE 
Composite

S&P MidCap 
400

S&P 600 IT
Index

$ 100.00 

$ 103.90 

$ 103.10 

$ 107.53 

$ 111.68

$ 100.00 

$

94.32 

$ 93.53 

$

97.94 

$ 102.12 

Company/Index

3/31/2020

6/30/2020

SAIL
NNYSE 
Composite

S&P MidCap 
400

S&P 600 IT
Index

$

$

$

$

117.08

88.80 

81.96 

81.70 

$

$

$

$

203.62 

103.20 

101.69 

101.16 

29

$

$

$

$

$

$

92.39 

$ 105.77 

$ 108.99 

$ 108.90 

$ 116.59 

82.13 

$ 97.71 

$ 99.70 

$ 101.86 

$ 112.95 

9/30/2020

12/31/2020

304.38 

110.85 

106.55 

100.74 

$

$

$

$

409.54 

127.44 

132.52 

142.41 

 
 
Recent Sales of Unregistered Securities 

On December 29, 2020, we received a conversion notice relating to $10.2 million of our 0.125% Convertible Senior 
Notes due 2024 (the “Converting Notes”). We have elected to settle the principal amount of the Converting Notes with cash and 
the conversion value in excess of the principal amount of the Converting Notes in shares of our common stock. Such shares will 
be issued following the observation period set forth in the Indenture governing the Converting Notes (which will occur during 
the first quarter of 2021) in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.  

Purchase of Equity Securities by the Issuer and Affiliated Purchasers 

In connection with the settlement of the Converting Notes, as described above, we intend to unwind a pro rata portion 
of  the Capped Call Transactions, which settlement  is  expected  to occur  in conjunction with the  settlement  of  the  Converting 
Notes  (i.e.,  during  the  first  quarter  of  2021)  in  the  form  of  shares  of  our  common  stock  delivered  to  us  by  the  capped  call 
counterparties.  

Use of Proceeds from Initial Public Offering of Common Stock  

On November 16, 2017, the Registration Statement on Form S-1 (File No. 333-221036) relating to our initial public 
offering was declared effective by the SEC and we priced our initial public offering. Pursuant to the Registration Statement, we 
registered  an  aggregate  of  23.0  million  shares  of  our  common  stock,  of  which  15.8  million  shares  were  sold  by  us  and  7.2 
million  shares  were  sold  by  certain  selling  stockholders  named  therein  at  a  price  to  the  public  of  $12.00  per  share  (for  an 
aggregate  offering  price  of  $276.0  million).  We  received  net  proceeds  of  approximately  $172.0  million,  after  deducting 
underwriting discounts and commissions of approximately $13.3 million and offering-related expenses of $4.4 million.  

As  of  December 31,  2020,  we  have  used  $160.0  million  of  the  proceeds  from  our  initial  public  offering  to  repay 
borrowings under our previous term loan facility and approximately $1.8 million of such proceeds to pay a related prepayment 
premium; the remaining net proceeds are held in cash and have not been deployed. 

Item 6. Selected Financial Data 

None. 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

You  should  read  the  following  discussion  and  analysis  of  our  financial  condition  and  results  of  operations  together 
with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. 
This  discussion  contains  forward-looking  statements  that  involve  risks  and  uncertainties.  Our  actual  results  may  differ 
materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited 
to, those set forth in the section titled “Risk Factors” in Part I, Item 1A and in other parts of this Annual Report on Form 10-K. 
Our historical results are not necessarily indicative of the results that  may  be expected for any period  in  the  future, and our 
interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period. 

The  Company  has  elected  to  omit  a  discussion  and  analysis  of  the  financial  condition  and  results  of  operations  of 
certain  2018  items  and  year-to-year  comparisons  between  2019  and  2018.  Such  discussion  and  analysis  can  be  found  in 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s 
Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 24, 2020. 

Overview 

SailPoint (“we,” “our,” “the Company” or “SailPoint”) is the leading provider of enterprise identity security solutions. 
Our identity security solutions provide organizations with critical visibility into who  currently has access to which resources, 
who should have access to those resources and how that access is being used. 

We offer both software as a service (“SaaS”) and software solutions, which provide organizations with the intelligence 
required to empower users and govern their access to systems, applications and data across hybrid IT environments, spanning 
on-premises, cloud  and mobile applications and  file storage  platforms. We  help customers enable  their businesses with  more 
agile  and  innovative  IT,  streamline  delivery  of  access  to  their  businesses,  enhance  their  security  posture  and  better  meet 
compliance and regulatory requirements. Our customers include many of the world’s largest and most complex organizations, 
including commercial enterprises, financial institutions and governments. 

30 

 
Our set of identity security solutions currently consists of: 

• 

• 

• 

IdentityNow: our cloud-based, multi-tenant identity security platform, which provides customers with a set of 
fully  integrated  services  for  compliance,  provisioning  and  password  management  for  applications  and  data 
hosted on-premises or in the cloud; 
IdentityIQ: our on-premises identity security solution, which can be hosted in the public cloud or deployed in 
a customer’s data center provides large, complex enterprise customers a unified and highly configurable 
identity security solution; and 
SailPoint Identity Services: delivered as multi-tenant SaaS subscription services that can be utilized in 
conjunction with IdentityNow and IdentityIQ and currently consisting of: 

◦ 

◦ 

◦ 

◦ 

Access Insights: collects a wealth of identity information and turns that information into actionable 
insights  and  provides  business-oriented  dashboards  and  reports  to  track  the  effectiveness  of  your 
identity program; 
Recommendation Engine: uses artificial intelligence (“AI”), machine learning (“ML”), peer group 
analysis, identity attributes and access activity to help you decide whether access should be granted 
or removed; 
Access Modeling: uses AI and ML to suggest roles based on similar access between users and gives 
you insights to confirm the correct access for each role; and 
Cloud Access Management: uses AI and ML to automatically learn, monitor and secure access to 
cloud infrastructure. 

Our  solutions  address  the  complex  needs  of  global  enterprises  and  mid-market  organizations.  Our  success  is 
principally  dependent  on  our  ability  to  deliver  compelling  solutions  to  attract  new  customers  and  retain  existing  customers. 
Rising  security  threats  and  evolving  regulations  and  compliance  standards  for  cyber  security,  data  protection,  privacy  and 
internal IT controls create new opportunities for our industry and require us to adapt our solutions to be successful. Maintaining 
our historical growth rates is also challenging because our growth strategy depends in part on our ability to drive new customer 
growth  within  existing  geographic  markets,  further  penetrate  our  existing  customer  base,  continue  to  invest  in  our  platform, 
leverage  and  expand  our  network  of  partners,  expand  market  and  product  investment  across  existing  vertical  markets,  and 
continuing to expand our global presence, while competing against much larger companies with more recognizable brands and 
financial resources. Although we seek to grow rapidly, we also focus on managing our net cash provided by operations while 
continuing to invest in our platform and to deliver innovative solutions to our customers. 

We believe enterprises are increasingly embracing the cloud to house their critical security infrastructure. As a result, a 
growing  number  of  enterprises  are  changing  their  approach  to  identity  security  and now prefer  to  use  a  SaaS  solution  rather 
than purchase software outright and install it in their own infrastructure. This industry shift aligns well with our current product 
strategy.  Our  product  strategy  is  to  (1)  accelerate  innovation  within  our  core  identity  security  SaaS  offerings,  (2)  deliver 
continued innovation as we execute against our  vision for SailPoint identity security, and  (3)  ensure that  as  we deliver these 
new  innovations,  they  work  in  concert  with  our  SaaS  offerings  in  addition  to  our  on-premises  offerings.  We  believe  that 
continued  growth of  SaaS,  term-based  license  and  maintenance  and  support  revenue  will  lead  to  a  more  predictable  revenue 
model  and  increase  our  visibility  to  future  period  total  revenues.  Nevertheless,  our  revenue  and  our  gross  margins  vary 
depending on  the type of solution we sell. As a result,  a  shift in  the  sales mix of our solutions  could  affect our  performance 
relative to historical results. 

IdentityNow and our SailPoint Identity Services are provided in exchange for a subscription fee and offers customers 
access to these solutions and infrastructure support for the duration of their subscription agreement. Our standard subscription 
agreement for our SaaS offerings has a duration of three years. For our IdentityIQ solutions, our customers typically purchase a 
perpetual  software  license,  which  includes  one  year  of  maintenance  and  support.  Our  maintenance  provides  software 
maintenance  as  well  as  access  to  our  technical  support  services  during  the  maintenance  term. After  the  initial  maintenance 
period, customers with perpetual licenses may renew their maintenance and support agreement for an additional fee. 

Pricing for each of our solutions is dependent on the number of digital identities of employees, contractors, business 
partners, software bots and other human and non-human users that the customer is entitled to govern with the solution. We also 
package  and  price  our  IdentityNow  and  IdentityIQ  solutions  into  modules.  Each  module  has  unique  functionalities,  and  our 
customers are able to purchase one or more modules, depending on their needs. We also offer advanced integration modules for 
key applications and systems which can be purchased in addition to our base solution modules. They are also priced based on 
the  total  number  of  identities,  as  are  our  SailPoint  Identity  Services.  Thus,  our  revenue  from  any  customer  is  generally 
determined by the number of identities that the customer is entitled to govern as well as the number of modules purchased by 

31 

 
the  customer  for  our  IdentityIQ  and  IdentityNow  solutions  and  which,  if  any,  of  the  SailPoint  Identity  Services  that  the 
customer purchases. 

In addition to our solutions, we offer professional services to our customers and partners to configure and optimize the 
use  of  our  solutions  as  well  as  training  services  related  to  the  configuration  and  operation  of  our  platform.  Most  of  our 
professional  services  activity  is  in  support  of  our  partners,  who  perform  a  significant  majority  of  all  initial  and  follow-on 
implementation work for our customers. Most of our consulting services are priced on a time-and-materials basis; our training 
services are provided through multiple pricing models, including on a per-person basis for instructor led courses and a flat-rate 
basis for our e-learning courses. 

As part of our growth strategy, on February 22, 2021, we acquired Intello Inc. (“Intello”), which is an early-stage SaaS 
management  company  that  helps  organizations  to discover,  manage,  and  secure  SaaS  applications.  See  Note  19  “Subsequent 
Events” in our notes to our consolidated financial statements included in this Annual Report for more information. 

Key Factors Affecting Our Performance 

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by 

our ability to: 

• 

• 

• 

• 

Add New Customers Within Existing Markets. There is significant opportunity to expand our footprint in our 
existing markets through new, greenfield deployments and displacement of our competitors’ legacy solutions. 
We plan to grow our sales organization, expand and leverage our channel partners and enhance our marketing 
efforts. 
Generate Additional Sales to Existing Customers. We believe that our existing customer base provides us with 
a significant opportunity to drive incremental sales. In most cases, our customers initially purchase a subset of 
the modules or offerings we provide  based on their immediate need. We focus on  generating more revenue 
from the modules that our customers have already purchased from us as our customers grow the number of 
identities our solutions manage and govern and as our customers deploy our solutions across other business 
units  or  geographies  within  their  organizations.  This  is  especially  true  when  it  comes  to  our  new  and 
expanded  SaaS  offerings,  including  AI  and  cloud  governance.  Over  time,  we  also  identify  up-selling  and 
cross-selling opportunities and seek to sell additional modules and offerings to our existing customers. 
Retain  Customers. We  believe  that  our  ability  to  retain  our  subscription-based  customer  contracts  is  an 
important component of our growth strategy and reflects the long-term value of our customer relationships. In 
order to maintain high renewal rates, we invest in the quality and reliability of our solutions and our customer 
service and support functions to help drive high levels of customer success. 
Expand  into  New  Markets.  We  expect  to  continue  to  invest  significantly  in  sales,  marketing  and  customer 
service, as well as our indirect channel partner network, to expand into new geographies and vertical markets. 
We  believe  that  our  market  opportunity  is  large  and  growing  and  that  the  global  cyber  security  market 
represents a significant growth opportunity for us. In 2020, we generated only 28% of our revenue outside of 
the  United  States.  We  plan  to  leverage  our  existing  strong  relationships  with  global  system  integrators  and 
channel partners to grow our presence in Europe, Asia Pacific and other international markets. 

Impact of COVID-19 

In light of the ongoing spread of COVID-19 in the United States and abroad, including the emergence of new variants 
of  the  coronavirus,  government  and  public  health  authorities  continue  to  recommend  social  distancing  and  impose  various 
quarantine  and  isolation  measures  on  large  portions  of  the  population,  including  measures  directed  at  businesses.  While 
intended  to  protect  human  life,  these  restrictions  have  had  and  are  expected  to  continue  to  have  serious  adverse  impacts  on 
domestic and foreign economies of uncertain duration. We have made certain adjustments to our operations as we continue to 
provide our offerings to new and existing customers in response to these measures. For example, as a result of the COVID-19 
pandemic, we shifted all customer events to virtual-only experiences beginning in early 2020 and expect this trend to continue 
for the foreseeable future, and we have transitioned to providing consulting services virtually as well.  

While we believe that the pandemic has not had an immediate material adverse impact on our financial performance, 
our business may yet be negatively impacted by the COVID-19 pandemic as the duration of the pandemic and the scope of its 
effects ultimately remain unknown. For example, the conditions caused by the COVID-19 pandemic may materially adversely 
affect  the  rate  of  IT  spending  by  our  current  and  prospective  customers,  including  our  customers’  ability  or  willingness  to 
purchase  our  offerings,  delay  prospective  customers’  purchasing  decisions,  delay  the  provisioning  of  our  offerings,  or  cause 
customers to fail to make timely payments. We have seen an immaterial number of customer requests, and may continue to see 

32 

 
similar requests, to lengthen payment terms or reduce the value or duration of subscription contracts, but this has not resulted in 
a  material  adverse  impact  on  our  renewal  rates.  While  we  have  not  been  able  to  provide  on-site  consulting  services  to  our 
customers during the pandemic due to local and regional restrictions, this has not resulted in any meaningful adverse impact on 
our  ability  to  deliver  such  services  because  a  significant  portion  of  our  consulting  services  have  historically  been  provided 
remotely and most on-site projects transitioned to a remote delivery model. 

Notwithstanding  the potential  and  actual  adverse  impacts described  above,  as  the  pandemic  has  caused  more  of  our 
customers to shift to a virtual workforce, we believe the value and scalability of our identity platform has become even more 
evident. We  believe  that  the  pandemic  has  not  had  a  material  adverse  impact  on  our  financial  performance,  and  indeed,  our 
revenue  and  customer  base  grew  throughout  2020  and  our  travel  and  facilities  expenses  for  the  year  were  down.  While  we 
expect  to  see  a  return  to  higher  levels  of  travel  and  facilities  expenses  in  2021,  we  also  expect  to  continue  to  see  healthy 
demand for our solutions for the near-term given the aforementioned virtual workforce shift. Nevertheless, we recognize that 
the  uncertainty  related  to  COVID-19  may  result  in  increased  volatility  in  the  financial  projections  we  use  as  the  basis  for 
estimates and assumptions used in our financial statements. 

The challenges posed by COVID-19 on our business and our customers’ businesses may evolve rapidly, and the speed, 
trajectory and strength of a recovery in general economic conditions remains highly uncertain and could be slowed or reversed 
by a number of factors, including the recent emergence of new strains of the coronavirus and the effectiveness of vaccines for 
the disease as they continue to be developed and distributed. Consequently, we will continue to evaluate our financial position 
and results of operations in light of future developments, particularly those relating to COVID-19. See the section titled “Risk 
Factors” elsewhere in this Annual Report on  Form  10-K  for information  regarding the possible  effects of  COVID-19  on our 
business. 

Key Business Metrics 

In addition to our financial information prepared  in  accordance with  accounting principles generally  accepted  in the 
United States of America ("GAAP"), we monitor the following key metrics to help us measure and evaluate the effectiveness of 
our operations:  

2020 

Year Ended December 31, 
2019 

2018 

Number of customers (at period end) 
Total annual recurring revenue 

• 

• 

1,469   
178,953    

1,753   
250,951    

1,173   
131,483   
Number of Customers. We believe that the size of our customer base is an indicator of our market penetration 
and  that  our  net  customer  additions  are  an  indicator  of  the  growth  of  our  business  and  our  future  revenue 
opportunity.  We  define  a  customer  as  a  distinct  entity,  division  or  business  unit  of  an  organization  that 
receives  support  or  has  the  right  to  use  our  cloud-based  solutions  as  of  the  specified  measurement  date. 
Revenue  from  any  single  customer  is  determined  by  the  number  of  identities  the  customer  is  entitled  to 
govern as well as the number of modules and solutions purchased. Our customer base increased by 284, or 
19%, from 1,469 customers at December 31, 2019 to 1,753 customers at December 31, 2020. 
Total Annual Recurring Revenue (“Total ARR”).  We use Total ARR to monitor the growth of our recurring 
business  as  we  continue  to  shift  to  a subscription  model. Total ARR  represents  the  annualized  value  of  the 
active portion of SaaS, term-based license, maintenance and support contracts and other subscription services 
at  the  end  of  the  reporting  period.  We  calculate  Total  ARR  by  dividing  the  active  contract  value  by  the 
number  of  days  in  the  active  portion  of  the  overall  contract  term  and  then  multiplying  by  365. Total ARR 
should be viewed independently of revenue and deferred revenue as Total ARR is an operating metric and is 
not intended to be combined with or replace these items. Total ARR is not a forecast of future revenue, which 
can  be  impacted  by  contract  start  and  end  dates  and  renewal  rates,  and  does  not  include  revenue  from 
perpetual  licenses,  training,  professional  services  or  other  sources  of  revenue  that  are  not  deemed  to  be 
recurring in nature.  

We no longer consider subscription revenue as a percentage of total revenue to be a key metric, and accordingly we do 
not expect to disclose this metric going forward. While we continue to place a considerable focus on the aggregate performance 
of  subscription  revenues,  we  believe  that  Total ARR  is  a  more  complete  measure  of  the  value  of  the  Company’s  recurring 
contracts.  Subscription  revenue  as  a  percentage  of  total  revenue  was  54%,  50%  and  42%  for  the  years  ended  December  31, 
2020, 2019 and 2018, respectively. 

33 

 
 
 
 
Components of Results of Operations 

Revenue 

License Revenue. We generate license revenue through the sale of our on-premises software license agreements to new 
customers and sales of additional licenses to the existing customers who can purchase additional users for existing licenses or 
purchase new licenses. Customers may also purchase term license agreements, under which we recognize the amount allocated 
to  the  licenses  upfront. Perpetual  license  transactions  generally  include  an  amount  for  first-year  maintenance  and  support, 
which  we  recognize  as  subscription  revenue.  We  typically  recognize  license  revenue  upon  delivering  the  applicable  license. 
Over time, we will continue to expect license revenue to decrease as a percentage of our total revenue as we continue to focus 
on increasing our subscription revenue as a key growth initiative. 

Subscription  Revenue. Our  subscription  revenue  consists  of  (i) fees  for  access  to,  and  related  support  for,  our  SaaS 
offerings, (ii) fees for  ongoing maintenance  and support of our licensed  solutions  and (iii) other subscription services, which 
includes our cloud managed services. We typically invoice subscription fees in advance, in annual installments, and recognize 
subscription revenue ratably over the term of the applicable agreement. Over time, we expect subscription revenue will increase 
as a percentage of total revenue as we continue to focus on increasing subscription revenue as a key growth initiative. 

Services and Other Revenue. Services and other revenue consists primarily of fees from professional services provided 
to  our  customers  and  partners  to  configure  and  optimize  the  use  of  our  solutions  as  well  as  training  services  related  to  the 
configuration and operation of our platform. Most of our professional services are priced on a time-and-materials basis and we 
generally  invoice  customers  monthly  as  the  work  is  performed.  We  generally  have  standalone  value  for  our  professional 
services  and  recognize  revenue  as  services  are  performed  based  on  an  estimated  fair  value  as  a  separate  unit  of  accounting. 
Most of our professional services activity is in support of our partners, who perform the significant majority of all initial and 
follow-on configuration and optimization work for our customers. Over time, we expect our professional services revenue as a 
percentage of total revenue to decrease as we increasingly rely on partners to help our customers deploy our software. 

Cost of Revenue 

Cost of License Revenue. Cost of license revenue consists of amortization expense for developed technology acquired 

and third-party royalties. 

Cost of Subscription Revenue. Cost of subscription revenue consists primarily of employee-based costs (which consists 
of employee compensation and allocated overhead), costs of our customer support organization, contractor costs to supplement 
our staff levels, amortization expense for developed technology acquired and third-party cloud-based hosting costs. 

Cost of Services and Other Revenue. Cost of services and other revenue consists primarily of employee-based costs of 

our professional services and training organizations, travel-related costs and contractor costs to supplement our staff levels. 

Impairment  of  Intangible  Assets.  Impairment  of  intangible  assets  consists  of  impairments  charges  for  developed 

technology acquired. This is a component of cost of subscription revenue that was broken out for financial statement purposes. 

Gross Profit and Gross Margin 

Gross profit is revenue less cost of revenue, and gross margin is gross profit as a percentage of total revenue. Gross 
profit has been and will continue to be affected by various factors, including the mix of our license, subscription, and services 
and other revenue, the costs associated with third-party cloud-based hosting services for our SaaS offerings, contractor costs to 
supplement  our  staff  levels  and  the  extent  to  which  we  expand  our  customer  support  and  professional  services  and  training 
organizations. We expect that our overall gross margin will fluctuate from period to period depending on the interplay of these 
various factors. Also, we expect our investment in technology to expand the capability of our services, enabling us to improve 
our gross margin over time. 

Operating Expenses 

Research and Development Expenses. Research and development expenses consist primarily of employee-based costs, 
software and hosting arrangement expenses (which includes cloud-based hosting costs related to the development of our cloud-
based  solution),  professional  services  expense  and  amortization  expense  for  acquired  intangible  assets.  We  believe  that 
continued  investment  in  our  offerings  is  vital  to  the  growth  of  our  business,  and  we  intend  to  continue  to  invest  in  product 

34 

 
development. We expect our research and development expenses to continue to increase on a dollar basis for the foreseeable 
future, as our business grows. 

General and Administrative Expenses. General and administrative expenses consist primarily of employee-based costs 
for corporate personnel. In addition, general and administrative expenses include professional services expense, software and 
hosting arrangement expenses, sponsor-related costs and all other corporate expenses not allocated to other departments. While 
we  experienced  a  decrease  in  our  general  and  administrative  expenses  in  2020,  we  expect  our  general  and  administrative 
expenses to increase on a dollar basis for the foreseeable future, as our business grows. 

Sales  and  Marketing  Expenses. Sales  and  marketing  expenses  consist  primarily  of  employee-based  costs,  costs  of 
general  marketing  and  promotional  activities,  professional  services  expense,  software  and  hosting  arrangement  expenses, 
amortization expense for acquired intangible assets  and  travel-related expenses.  Sales commissions earned by our sales force 
and  the  related  payroll  taxes,  a  primary  component  of  “deferred  contract  acquisition  costs”,  are  considered  incremental  and 
recoverable costs of obtaining a contract with a customer are deferred and then amortized on a straight-line basis over a period 
of  benefit  that  we  have  determined  to  be generally  five years. We  expect  our  sales  and  marketing  expenses  to  increase  on  a 
dollar basis for the foreseeable future continue to invest in our sales force for expansion to new geographic and vertical markets 
as sales and marketing expenses continue to be our largest operating expense category. 

Allocated  Overhead. We  allocate  shared  costs,  such  as  facilities  costs  (including  rent,  utilities  and  depreciation  on 
assets shared by all departments), information technology costs and recruiting costs, to all departments based on headcount. As 
such, allocated shared costs are reflected in each cost of revenue and operating expense category. 

Other Income (Expense), Net 

Other income (expense), net consists primarily  of  interest income,  interest expense and foreign currency  transaction 
gains  and  losses  related  to  the  impact  of  transactions  denominated  in  a  foreign  currency.  Interest  income  consists  of  interest 
earned on our cash equivalents, which we expect to fluctuate due to cash balance and interest rates.  

Interest expense consists primarily of contractual interest expense,  amortization  of  debt discount  and issuance costs, 
loss on the modification and extinguishment of debt and prepayment penalties on our current and prior credit agreements and 
Notes. We expect our non-cash components of interest expense to decrease on a dollar basis for the foreseeable future due to the 
planned  early  adoption  of  ASU  2020-06.  For  more  information  on  the  early  adoption  of  ASU  2020-06,  refer  to  Note  1, 
"Description  of  Business  and  Summary  of  Significant  Accounting  Policies"  in  our  notes  to  our  consolidated  financial 
statements included in this Annual Report.  

As we have expanded our international operations, our exposure to fluctuations in foreign currencies has increased and 

we expect this trend to continue. 

Income Tax (Expense) Benefit 

Our  provision  for  income  taxes  consists  of  U.S.  and  state  income  taxes  and  income  taxes  in  certain  foreign 
jurisdictions  in  which  we  conduct  business.  Our  income  tax  rate  varies  from  the  federal  statutory  rate  due  to  foreign 
withholding taxes; changing tax laws, regulations and interpretations in multiple jurisdictions in which we operate; changes to 
the financial accounting rules for income taxes; unanticipated changes in tax rates; differences in accounting and tax treatment 
of our stock-based compensation and research and development credits. We expect this fluctuation in income tax rates, as well 
as its potential impact on our results of operations, to continue. 

Seasonality 

We  generally  experience  seasonal  fluctuations  in  demand  for  our  products  and  services.  Our  quarterly  sales  are 
impacted by industry buying patterns. As a result, our sales have generally been highest in the fourth quarter of a calendar year 
and lowest in the first quarter. Although these seasonal factors are common in the technology industry, historical patterns should 
not be considered a reliable indicator of our future sales activity or performance. 

Our revenue mix demand is shifting from sales of perpetual licenses to sales of term licenses and subscriptions and we 
expect this demand shift to continue and, over time, that sales to new customers will be exclusively comprised of term licenses 
and  subscriptions.  Our  transition  to  a  subscription  model  has  impacted,  and  it  will  continue  to  impact,  the  timing  of  our 
recognition  of  revenue  as  an  increasing  percentage  of  our  sales  become  recognized  ratably,  as  well  as  impact  our  operating 

35 

 
margins  as  subscription  revenue  becomes  a  larger  percentage  of  our  sales.  Our  shift  to  a  subscription  model  has  fluctuated 
between periods, and our ability to predict our revenue and margins in any particular period has been, and may continue to be, 
more limited. 

Results of Operations 

The following table sets forth our results of operations for the periods presented: 

Revenue 

Licenses 
Subscription 
Services and other 
Total revenue 

Cost of revenue 
Licenses 
Subscription (1) 
Services and other (1) 
Impairment of intangible assets 

Total cost of revenue 

Gross profit 
Operating expenses 

Research and development (1) 
General and administrative (1) 
Sales and marketing (1) 

Total operating expenses 
Income (loss) from operations 
Other income (expense), net 

Interest income 
Interest expense 
Other income (expense), net 
Total other expense, net 
Income (loss) before income taxes 
Income tax (expense) benefit 
Net income (loss) 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

120,874     $ 
196,817     
47,563     
365,254   

102,800     $ 
143,390     
42,325     
288,515   

4,467     
37,644     
38,517     
5,119     
85,747   
279,507   

71,191     
37,783     
169,656     
278,630   
877   

2,019     
(18,612)    
33     
(16,560)  
(15,683)  
4,920     
(10,763)    $ 

4,239     
26,877     
34,359     
—     
65,475   
223,040   

56,120     
39,816     
136,537     
232,473   
(9,433)  

2,468     
(5,041)    
(1,082)    
(3,655)  
(13,088)  
4,588     
(8,500)    $ 

$ 

105,000   
104,033   
39,887   
248,920   

4,634   
20,734   
29,302   
—   
54,670   
194,250   

43,154   
34,781   
105,402   
183,337   
10,913   

10   
(4,717)  
(1,446)  
(6,153)  
4,760   
(1,090)  
3,670   

(1) 

Includes stock-based compensation expense as follows: 

Cost of revenue - subscription 
Cost of revenue - services and other 
Research and development 
General and administrative 
Sales and marketing 

Total stock-based compensation expense 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

1,758     $ 
1,963     
6,282     
6,802     
12,252     
29,057    $ 

1,142     $ 
1,379    
3,517    
5,990    
6,686    
18,714    $ 

945   
1,504   
3,026   
7,798   
5,702   
18,975   

$ 

$ 

36 

 
 
 
   
   
 
   
   
 
   
   
 
   
   
 
 
 
 
The  following  table  sets  forth  the  results  of  operations  for  each  of  the  periods  presented  as  a  percentage  of  total 

revenue: 

Revenue 

Licenses 
Subscription 
Services and other 
Total revenue 

Cost of revenue 
Licenses 
Subscription 
Services and other 
Impairment of intangible assets 

Total cost of revenue 

Gross profit 
Operating expenses 

Research and development 
General and administrative 
Sales and marketing 

Total operating expenses 
Income (loss) from operations 
Other income (expense), net 

Interest income 
Interest expense 
Other income (expense), net 
Total other expense, net 
Income (loss) before income taxes 
Income tax (expense) benefit 
Net income (loss) 

2020 

Year Ended December 31, 
2019 

2018 

33 %   
54 
13 
100 

35 %   
50 
15 
100 

42 % 
42 
16 
100 

1 
10 
11 
1 
23 
77 

19 
10 
47 
76 
1 

1 
(6)
— 
(5)
(4)

2 
9 
12 
— 
23 
77 

20 
14 
47 
81 
(4)

1 
(2)
— 
(1)
(5)

2 
8 
12 
— 
22 
78 

17 
14 
42 
73 
5 

— 
(2)
(1)
(3)
2 

1 
(3)%   

2 
(3)%   

— 
2 % 

Comparison of the Years Ended December 31, 2020 and 2019 

Revenue 

Revenue 

Licenses 
Subscription 
SaaS 
Maintenance and support 
Other subscription services 

Total subscription 
Services and other 
Total revenue 

2020 

Year Ended December 31, 
  variance $ 

2019 

  variance % 

(In thousands, except percentages) 

$  120,874      $  102,800      $ 

18,074    

66,913      
126,792      
3,112      
196,817      
47,563      

42,432     
100,435     
523     
143,390     
42,325     

$  365,254      $  288,515      $ 

24,481    
26,357    
2,589    
53,427    
5,238    
76,739    

18 % 

58 % 
26 % 
495 % 
37 % 
12 % 
27 % 

License  Revenue. License  revenue  increased  by  $18.1  million,  or  18%,  for  the  year  ended  December 31,  2020 
compared to the year ended December 31, 2019. During the years ended December 31, 2020 and 2019, license revenue from 
new customers was $76.8 million and $63.6 million, and license revenue from existing customers was $44.1 million and $39.2 

37 

 
 
 
 
 
 
 
   
   
 
   
   
 
 
 
 
   
   
 
   
   
 
   
   
 
   
   
 
   
   
 
 
 
 
 
 
 
   
   
 
   
   
 
   
   
 
   
   
 
 
 
 
 
 
 
   
   
 
   
   
 
   
   
 
   
   
 
 
 
 
   
   
 
   
   
 
 
 
 
 
 
   
    
   
 
   
   
   
million for the respective periods. Our customer base increased by 284, or 19%, from 1,469 customers at December 31, 2019 to 
1,753 customers at December 31, 2020. 

Subscription  Revenue. Subscription  revenue increased by $53.4  million,  or 37%, for  the  year  ended December 31, 
2020 compared to the year ended December 31, 2019 primarily due to an increase in SaaS revenue as we continue to see strong 
momentum  in  our  SaaS  business  and  an  increase  in  ongoing  maintenance  and  support  revenue  from our  increased installed 
base. During the years ended December 31, 2020 and 2019, SaaS and other subscription services revenue from new customers 
was $13.7  million  and $11.1  million,  and  SaaS  and  other  subscription  services  revenue  from  existing  customers  was  $56.4 
million and $31.9 million for the respective periods.  During  the years ended December 31, 2020  and  2019, maintenance and 
support revenue from new customers was $8.3  million  and $7.4 million, and maintenance  and  support revenue  from  existing 
customers was $118.5 million and $93.0 million for the respective periods. 

Services  and  Other  Revenue. Services  and  other  revenue  increased  by  $5.2  million,  or  12%  for  the  year  ended 
December 31, 2020 compared to the year  ended December 31, 2019. This increase is primarily a result of  an  increase  in  the 
number of customers using our consulting and training services. 

Geographic Regions. Our customers in the United States contributed the largest portion of our revenue in each year 
ended December 31, 2020 and 2019 because we have more market momentum related to our larger and more established sales 
force, sales pipeline and brand recognition and  awareness in the  United States  as  compared to  our other  regions. Revenue is 
classified by the following major geographic areas: (i) United States, (ii) Europe, the Middle East and Africa (“EMEA”) and 
(iii) rest of the world. We continue to invest in increasing the size of our international sales force and strengthening partnerships 
with global system integrators and resellers worldwide. For the year ended December 31, 2020, revenue in the United States, 
EMEA and the rest of the world increased year-over-year. 

The  following  table  sets  forth  our  consolidated  total  revenue  by  geography  and  the  respective  percentage  of  total 

revenue for the periods presented: 

Year Ended December 31, 

2020 

2019 

United States 
EMEA (1) 
Rest of the World (1) 
Total revenue 

$ 

$ 

  % of revenue   
(In thousands, except percentages) 
72 %   $  204,500     
17 %   
54,315     
11 %   
29,700     
100 %   $  288,515     

$  263,332      
62,249     
39,673     
$  365,254      

  % of revenue 

71 % 
19 % 
10 % 
100 % 

(1) 

No single country outside of the United States represented more than 10% of our revenue. 

38 

 
 
 
 
 
 
 
Gross Profit and Gross Margin 

Gross profit 
Licenses 
Subscription 

Subscription 
Impairment of intangible assets 

Total subscription 
Services and other 

Total gross profit 

Gross margin 
Licenses 
Subscription 
Services and other 

Total gross margin 

2020 

Year Ended December 31, 
  variance $ 

2019 

  variance % 

(In thousands, except percentages) 

$  116,407 

   $ 

98,561 

   $ 

17,846    

18  % 

159,173      
(5,119)     
154,054      
9,046      

116,513     
—     
116,513     
7,966     

$  279,507 

   $  223,040 

   $ 

42,660     
(5,119)    
37,541     
1,080     
56,467    

37  % 
(100) % 
32  % 
14  % 
25  % 

96  %   
78  %   
19  %   
77  %   

96  %   
81  %   
19  %   
77  %   

Licenses. License  gross  profit  increased  by  $17.8  million,  or  18%,  during  the  year  ended  December 31,  2020 
compared to the year ended December 31, 2019. The increase in gross profit was the result of increased license revenues with 
only minor increases in third party royalties. 

Subscription. Subscription  gross  profit  increased  by $37.5  million, or 32%,  during  the  year  ended December 31, 
2020 compared to the year ended December 31, 2019. The increase was primarily the result of increased subscription revenues, 
as  described above, partially offset by approximately $15.9 million  increase in  cost  in revenue  compared to the prior  period. 
The increase in cost of revenue during the year ended December 31, 2020 was primarily driven by a $5.1 million impairment of 
intangible assets, a $5.1 million increase in employee-based costs due to increases in headcount and related allocated overhead 
to  primarily  support  the  growth  of  our  SaaS  offerings  and  ongoing  maintenance  and  support  for  our  expanding  installed 
customer base, a $3.4 million increase in cloud-based hosting costs to further support the scalability of our SaaS offerings and a 
$2.5 million increase in amortization expense for developed technology acquired. Gross margin decreased by 3% compared to 
the prior period primarily due to the impairment of intangible assets.  

Services  and  Other.  Services  and  other  gross  profit  increased  by  $1.1  million,  or  14%,  during  the  year  ended 
December 31, 2020 compared to the year ended December 31, 2019. The increase in gross profit is primarily attributable to the 
increased revenues due to customer growth, partially offset by approximately $4.2 million increase in cost in revenue compared 
to the prior period. The increase in cost of revenue during the year ended December 31, 2020 was primarily driven by a $3.2 
million increase in partner costs due to higher partner utilization in our professional services and training organization and $1.8 
million in employee-based costs to support an increasing number of customers and related allocated overhead, partially offset 
by a $0.9 million decrease in travel expense due to COVID-19 related limitations. 

Operating Expenses 

Operating expenses 

Research and development 
General and administrative 
Sales and marketing 

Total operating expenses 

2020 

Year Ended December 31, 
  variance $ 

2019 

  variance % 

(In thousands, except percentages) 

$ 

71,191      $ 
37,783      
169,656      

56,120      $ 
39,816    
136,537    

$  278,630      $  232,473      $ 

15,071    
(2,033)   
33,119    
46,157    

27 % 
(5)% 
24 % 
20 % 

39 

 
 
 
 
 
   
    
   
   
  
  
 
 
 
 
   
   
   
 
   
 
   
 
   
 
   
 
 
 
 
 
   
    
   
Research and Development Expenses. Research and development expenses increased by $15.1 million, or 27%, for the 
year ended December 31, 2020 compared to the year ended December 31, 2019. This increase was primarily driven by a $13.9 
million increase in employee-based costs to optimize and expand our product offerings as well as pursue innovation in identity 
security.  Substantially  all  of  the  remaining  increase  in  research  and  development  expenses  was  the  result  of  a  $0.9  million 
increase in software and hosting arrangement expenses and a $0.6 million increase in professional services expense. 

General and Administrative Expenses. General and administrative expenses decreased by $2.0 million, or 5%, for the 
year ended December 31, 2020 compared to the year ended December 31, 2019. This decrease was primarily driven by a $4.8 
million  decrease  in  professional  services  expense  relating  primarily  to  legal  fees  and  consulting  fees  associated  with  the 
issuance  and  sale  of  the  Notes  and  Capped  Call  Transactions  and  acquisition  related  costs  in  the  prior  year,  a  $0.6  million 
decrease in travel expense due to COVID-19 related limitations, partially offset by a $2.6 million increase in employee-based 
costs, a $0.6 million increase in provision of credit losses and a $0.4 million increase in software maintenance and support and 
SaaS subscription expenses. 

Sales and Marketing Expenses. Sales and marketing expenses increased by $33.1 million, or 24%, for the year ended 
December 31,  2020  compared  to  the  year  ended  December 31,  2019.  This  increase  was  primarily  driven  by  a  $36.9  million 
increase in employee-based costs to support increased penetration into our existing customer base as well as expansion into new 
industry verticals and geographic markets. We also experienced a $1.7 million increase in professional services expense relating 
primarily  to  staff  augmentation  and  advisory  services  and  a  $1.7  million  increase  in  software  and  hosting  arrangement 
expenses, partially offset by a $6.4 million decrease in travel expense and a $0.6 million decrease in events expense, both due to 
COVID-19 related limitations. 

Interest Income and Interest Expense  

Interest Income 

Interest  income  decreased  by  $0.4  million  for  the  year  ended  December 31,  2020  compared  to  the  year  ended 
December 31, 2019. This decrease was primarily due to a significant decrease in interest rates earned on our interest earned on 
our cash balance, offset by the increase in our cash balance. 

Interest Expense 

Interest  expense  increased  by  $13.6  million  for  the  year  ended  December 31,  2020  compared  to  the  year  ended 
December 31, 2019. This increase was primarily due to the amortization of debt discount and issuance costs related to the Notes 
of $17.6 million for the year ended December 31, 2020 compared to $4.6 million for the year ended December 31, 2019. 

Income Tax (Expense) Benefit 

The Company recorded an income tax benefit of $4.9 million for the year ended December 31, 2020 compared to an 
income tax benefit of $4.6 million for the year ended December 31, 2019, leading to a net benefit of $0.3 million year-over-
year. This is primarily due to research and development credits and the tax impact of stock compensation. Provision for income 
taxes  consists  of  U.S.  federal  and  state  income  taxes  and  income  taxes  in  certain  foreign  jurisdictions  in  which  we  conduct 
business. While we are still in an overall deferred tax liability position for federal and state tax purposes, we have established a 
partial valuation allowance for federal tax purposes as we expect some of our tax credits to expire prior to utilization. We still 
maintain a full valuation allowance for our Israel tax position due its lack of taxable earnings for the foreseeable future. 

We  operate  in  several  tax  jurisdictions  and  are  subject  to  taxes  in  each  country  or  jurisdiction  in  which  we  conduct 
business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax if 
such earnings are distributed to the U.S. Prior to 2018, we have incurred net operating losses for federal income tax purposes 
each year since our inception. We have since begun to utilize some of our net operating losses for federal income tax purposes. 
Thus, our tax expense to date relates primarily to state as well as foreign income taxes. The effective tax rate for years ended 
December 31, 2020, 2019 and 2018 are 31.4%, 35.1% and 22.9%, respectively. The main drivers for the differences in the rates 
from the prior period to the current period are related to an increase in pre-tax book loss, the impact of stock compensation and 
a  decrease  in  state  tax  liabilities.  For  further  information, refer  to  Note  15,  "Income Taxes"  in  our  notes  to  our  consolidated 
financial statements included in this Annual Report. 

We do not consider the earnings of our foreign subsidiaries, with the exception of India, to be permanently reinvested 
in  foreign  jurisdictions. The  global  intangible  low-taxed  income  (“GILTI”)  provisions  require  the  Company  to  include  in  its 
U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. 

40 

 
The Company is currently in a tested loss and does not incur a GILTI tax. In India, we continue to invest and grow our research 
and development activities and have no plans to repatriate undistributed earnings held in India back to the U.S. parent company, 
and therefore consider earnings in India to be permanently reinvested. 

Liquidity, Capital Resources and Cash Requirements 

As of December 31, 2020, we had $510.3 million of cash and cash equivalents (of which $4.8 million is held in our 
foreign  subsidiaries)  and  $75.0  million  of  availability  under  the  Credit Agreement  (as  defined  below). As  of  December 31, 
2020, we had $278.7 million in net working capital, which we define as current assets less current liabilities, excluding deferred 
revenue. 

On  March  11,  2019,  SailPoint  Technologies,  Inc.,  as  borrower,  and  certain  of  our  other  wholly  owned  subsidiaries 
entered into a credit agreement (as amended, the “Credit Agreement”). In September 2019, the Company amended the Credit 
Agreement in connection with the issuance and sale of the Notes. Such amendment included a decrease in the commitments for 
revolving  credit  loans  from  an  initial  $150.0  million  to  $75.0  million,  with  a  $15.0  million  letter  of  credit  sublimit,  which 
amount can be increased or decreased under specified circumstances and is subject to certain financial covenants. Borrowings 
pursuant  to  the  Credit  Agreement  may  be  used  for  working  capital  and  other  general  corporate  purposes,  including  for 
acquisitions permitted under the Credit Agreement. The Credit Agreement is scheduled to mature on March 11, 2024. We had 
no outstanding revolving credit loan balance as of December 31, 2020. We were in compliance with all applicable covenants as 
of December 31, 2020. See Note 9 “Line of Credit and Long-Term Debt” in our notes to our consolidated financial statements 
included in this Annual Report for more information regarding terms and conditions of the Credit Agreement. 

In  September  2019,  we  issued  $400.0  million  aggregate  principal  amount  of  0.125%  convertible  senior  notes  (the 
“Notes”) due 2024 in a private offering (the "Offering") to qualified institutional buyers. The net proceeds from the Offering 
were  approximately  $391.2  million,  after  deducting  discounts  and  commissions  and  other  fees  and  expenses  payable  by  the 
Company  in  connection  with  the  Offering.  In  conjunction  with  the  issuance  of  the  Notes,  and  exercise  in  full  of  the  initial 
purchasers’  option,  the  Company  used  approximately  $37.1  million  of  the  net  proceeds  to  pay  the  cost  of  the  privately 
negotiated capped call transactions (the “Capped Call Transactions”) to reduce our exposure to additional cash payments above 
principal balances in the event of a cash conversion of the Notes. The Notes will mature on September 15, 2024, unless earlier 
redeemed, repurchased or converted. The Notes bear interest at a fixed rate of 0.125% per year payable semiannually in arrears 
on March 15 and September 15 of each year. As of December 31, 2020, we had in aggregate $2.2 million in contractual interest 
payments, of which $0.8 million are due within the next 12 months.  

As of December 31, 2020, the Notes are convertible at the option of the holders. We have the ability to settle the Notes 
in cash, shares of our common stock, or a combination of cash and shares of our common stock at our own election. The impact 
of  the  Notes  on  our  liquidity  will  depend  on  whether  we  elect  to  settle  any  conversion  in  shares  of  our  common  stock  or  a 
combination of cash and shares. It is our current intent to settle conversions of the Notes through combination settlement, which 
involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares 
of our common stock. During the year ended December 31, 2020, we have received requests for conversion that we expect to 
settle in cash the aggregate amount of $10.2 million in principal of the 2024 Notes during the fiscal quarter ending March 31, 
2021. As of the date of this filing, no other holders of the Notes have submitted requests for conversion. 

See  Note  10  “Convertible  Senior  Notes  and  Capped  Call  Transactions”  in  our  notes  to  our  consolidated  financial 
statements included in this Annual Report for more information regarding terms and conditions of the Notes and Capped Call 
Transactions. 

As of December 31, 2020, we had in aggregate $13.3 million in contractual commitments associated with agreements 
that are enforceable and legally binding, including hosting service agreements, of which $9.8 million are due within the next 12 
months. Such amounts do not include obligations under contracts that we can cancel without significant penalty and purchase 
orders as the purchase orders represent authorizations to purchase rather than binding agreements.  

As  of  December 31,  2020,  we  had  $2.5  million  of  tax  liabilities  related  to  its  uncertain  tax  positions.  We  cannot 

reasonably estimate the period which this obligation may be incurred, if at all. 

The  Company has operating lease obligations  for our  offices,  primarily our corporate headquarters  in Austin, Texas, 
that  consists  of  future  non-cancelable  minimum  rental  payments. As  of  December 31,  2020,  we  had  an  outstanding  letter  of 
credit in the amount of $6.0 million, which is classified as restricted cash, primarily related to our corporate headquarters. For 

41 

 
more information on our operating leases, refer to Note  7  “Leases” of  our accompanying notes  to  our consolidated  financial 
statements included elsewhere in this Annual Report on Form 10-K. 

We believe that existing cash and cash equivalents, any positive cash flows from operations and available borrowings 
under our Credit Agreement will be sufficient to support working capital, capital expenditure and other cash requirements for at 
least  the  next  12  months  and,  based  on  our  current  expectations,  for  the  foreseeable  future  thereafter.  Our  future  capital 
requirements, both near-term and long-term, will depend on many factors, including our growth rate, the timing and extent of 
spending  to  support  research  and  development  efforts,  the  continued  expansion  of  sales  and  marketing  activities,  the 
introduction of new solutions and product enhancements, the continuing market acceptance of our offerings and services, the 
costs of any future acquisitions in complementary businesses and technologies and the impact of the COVID-19 pandemic to 
our and our customers', vendors' and partners' businesses. To the extent existing cash and cash equivalents are not sufficient to 
fund  future  activities,  we  may  borrow  under  our  Credit Agreement  or  seek  to  raise  additional  funds  through  equity,  equity-
linked  or  debt  financings. Any  additional  equity  financing  may  be  dilutive  to  our  existing  stockholders.  We  may  enter  into 
agreements or letters of intent with respect to potential investments in, or acquisitions of, complementary businesses, services 
or technologies, which could also require us to seek additional equity financing, incur indebtedness or use cash resources. In the 
event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at 
all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on 
our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be 
adversely affected. 

Since inception, we have financed operations primarily through license fees, SaaS subscription fees, maintenance and 
support fees, consulting and training fees, borrowings under our prior credit agreement and, to a lesser degree, the sale of equity 
securities. Our principal uses of cash are funding operations and capital expenditures. Over the past several years, revenue has 
increased  significantly  from  year  to  year  and,  as  a  result,  cash  flows  from  customer  collections  have  increased.  However, 
operating  expenses  have  also  increased  as  we  have  invested  in  growing  our  business.  Our  operating  cash  requirements  may 
increase in the future as we continue to invest in key initiatives to drive the Company’s long-term growth. 

Summary of Cash Flows 

The following table summarizes our cash flows for the periods presented: 

Net cash provided by operating activities 
Net cash used in investing activities 
Net cash provided by (used in) financing activities 
Net increase (decrease) in cash, cash equivalents and 
restricted cash 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

$ 

57,949     $ 
(3,973)    
12,548     

66,524     $ 

50,091     $ 
(38,906)    
361,699     

372,884     $ 

37,540   
(10,856)  
(65,575)  

(38,891)  

42 

 
 
 
Cash Flows from Operating Activities 

During 2020, cash provided by operating activities was $57.9 million, which consisted of a net loss of $10.8 million, 
adjusted by non-cash charges of $76.7 million and a net decrease of $8.0 million in our net operating assets and liabilities. The 
non-cash  charges  are  primarily  comprised  of  depreciation  and  amortization  expense  of  $18.3  million,  amortization  of  debt 
discount  and  issuance  costs  of  $17.8  million,  amortization  of  contract  acquisition  costs  of  $13.7  million,  loss  on  disposal  of 
fixed  assets  of  $0.2  million,  provision  for  credit  losses  of  $0.6  million,  impairment  of  intangible  assets  of  $5.1  million  and 
stock-based compensation of $29.1 million, partially offset by a net decrease in operating leases of $0.4 million and a reduction 
in deferred tax liabilities of $7.6 million. The decrease  in our net  operating  assets and liabilities was  primarily  a result of an 
increase in deferred contract acquisition costs $32.6 million, an increase in prepayments and other assets of $18.1 million, an 
increase  in  accounts  receivable  of  $6.8  million  due  to  the  timing  of  receipts  of  payments  from  customers  and  a  decrease  in 
income taxes payable of $1.0 million, partially offset by an increase in deferred revenue of $32.7 million due to the timing of 
billings  and  cash  received  in  advance  of  revenue  recognition  primarily  for  subscription  and  support  services,  an  increase  in 
accrued expenses of $16.3 million due primarily to accrual of additional commissions and bonuses and an increase in accounts 
payable of $1.5 million due to timing of cash disbursements. 

During 2019, cash provided by operating activities was $50.1 million, which consisted of a net loss of $8.5 million, 
adjusted by non-cash charges of $41.9 million and a net increase of $16.7 million in our net operating assets and liabilities. The 
non-cash  charges  are  primarily  comprised  of  depreciation  and  amortization  expense  of  $15.0  million,  amortization  of  debt 
discount  and  issuance  costs  of  $4.7  million,  amortization  of  contract  acquisition  costs  of  $10.1  million,  bad  debt  expense  of 
$0.2 million, stock-based compensation of $18.7 million, and a net increase in operating leases of $0.5 million, partially offset 
by a reduction in deferred tax liabilities of $7.3 million. The increase in our net operating assets and liabilities was primarily a 
result of an increase in deferred revenue of $37.3 million due to the timing of billings and cash received in advance of revenue 
recognition primarily for subscription and support services and an increase in accrued expenses of $11.8 million due primarily 
to  accrual  of  additional  commissions  and  bonuses,  partially  offset  by  a  decrease  in  accounts  payable  of  $1.6  million  due  to 
timing of cash disbursements, a decrease in income taxes payable of $0.1 million, an increase in deferred contract acquisition 
costs of $17.3 million, an increase in prepayments and other assets of $8.2 million and an increase in accounts receivable of 
$5.1 million due to the timing of receipts of payments from customers. 

Cash Flows used in Investing Activities 

During 2020, cash used in investing activities was $4.0 million, consisting primarily of $3.9 million in purchases of 

property and equipment. 

During 2019, cash used in investing activities was $38.9 million, consisting of $6.2 million in purchases of property 
and equipment, $0.4 million in acquisitions of intangibles and $32.4 million in cash paid for business acquisitions, net, partially 
offset by proceeds from sales of property and equipment. 

Cash Flows from Financing Activities 

During  2020,  cash  provided  by  financing  activities  was  $12.5  million,  consisting  of  $7.4  million  of  proceeds  from 
issuance of equity related to share issues pursuant to our Employee Stock Purchase Plan and $6.0 million of the proceeds from 
exercise of stock options, partially offset by $0.8 million in vesting of restricted stock units, primarily related to tax payments 
funded in the form of net issuances for certain executive officers. 

During 2019, cash provided by financing activities was $361.7 million, consisting of $400.0 million of proceeds from 
issuance of the Notes, $5.6 million of proceeds from issuance of equity related to share issues pursuant to our Employee Stock 
Purchase Plan and $3.1 million of the proceeds from exercise  of stock options, partially offset  by payments of debt issuance 
costs  of  $9.6  million  associated  with  the  Credit Agreement  and  issuance  of  the  Notes, $37.1  million  of  purchases  of capped 
calls  associated  with  the  issuance  of  the  Notes  and  $0.4  million  in  vesting  of  restricted  stock  units,  primarily  related  to  tax 
payments funded in the form of net issuances for certain executive officers. 

Critical Accounting Estimates 

Our  consolidated  financial  statements  are  prepared  in  accordance  with  GAAP.  The  preparation  of  these  financial 
statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, 
revenue, costs and expenses and related disclosures. Our estimates are based on our historical experience and on various other 
factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about 
the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these 

43 

 
judgments and estimates under different assumptions or conditions and any such differences may be material. To the extent that 
there are differences between our estimates and actual results, our future financial statement presentation, financial condition, 
results of operations and cash flows will be affected. 

We  believe  that  the  accounting  policies  associated  with  fair  value  allocation  of  multiple  performance  obligation  in 
revenue  recognition,  the  expected  period  of  benefit  of  deferred  contract  acquisition  costs,  income  taxes,  and  the  valuation, 
impairment  and  estimated  useful  lives  of  long-lived  assets  and  goodwill  arising  from  business  combinations  are  the  most 
significant areas involving management's judgments and estimates. Therefore, these are considered to be our critical accounting 
policies and estimates. For further information on all of our significant accounting policies, see Note 1 “Description of Business 
and Summary of Significant Accounting Policies” in our notes to our consolidated financial statements included in this Annual 
Report. 

Revenue Recognition 

Revenue consists of fees for perpetual and term licenses for our software products, SaaS subscriptions, post-contract 
customer  support  (referred  to  as  maintenance  and  support),  other  subscription  services,  professional  services  which  includes 
training  and  other  revenue. We  derive  license  revenue  through  the  sale  of  our  on-premises  software  license  agreements.  We 
typically recognize license revenue upon delivering the applicable license. We derive subscription revenue through the sale of 
our SaaS subscription, maintenance and support and other subscription services offerings. We typically recognize subscription 
revenue ratably over the contract term. We derive services and other revenue primarily through the sale of professional services. 
We typically recognize services and other revenue over time as the services are performed. 

We  apply  judgment  regarding  contracts  with  multiple  product  and  service  obligations  to  determine  whether  each 
product or service is capable of being a distinct performance obligation in the contract. If products and services are not distinct, 
they  are  combined  until  a  single  distinct  obligation  is  created.  Determining  whether  products  and  services  are  considered 
distinct performance obligations that should be accounted for separately versus together may require significant judgment. We 
have contracts with customers that may have multiple performance obligations, including some or all of the following: software 
licenses, SaaS subscriptions, maintenance and support, other subscription services and professional services. 

Judgment is required to determine the standalone selling price (“SSP") for each distinct performance obligation. We 
use a single amount to estimate SSP for items that are not sold separately. We use a range to determine SSP based on the selling 
price  of  the  products  and  services  when  sold  separately. The  SSP  range  is  used  to  allocate  each  performance  obligation  in  a 
contract to the transaction price and to apply a discount that will be allocated based on the relative SSP of the various products 
and services. 

When we do not have a directly observable  SSP  for  a particular product or service,  we estimate  SSP  by our overall 
pricing  objectives,  taking  into  consideration  market  factors,  pricing  practices  including  historical  discounting,  historical 
standalone sales of similar products, customer demographics, geographic locations, and the number and types of users within 
our  contracts.  The  determination  of  SSP  using  the  adjusted  market  assessment  approach  is  made  by  the  Company’s 
management. 

The  Company  generally  has  standalone  value  for  our  professional  services  and  recognize  revenue  as  services  are 

performed based on an estimated fair value as a separate performance obligation. 

We  allocate  the  transaction  price  to  each  performance  obligation  identified  in  the  contract  on  a  relative  SSP  and 
recognizes revenue when or as it satisfies a performance obligation by transferring control of a product or service to a customer. 

Deferred Contract Acquisition Costs 

Sales  commissions  paid  to  our  sales  force  and  the  related  employer  payroll  taxes,  collectively  “deferred  contract 
acquisition  costs,”  are  considered  incremental  and  recoverable  costs  of  obtaining  a  contract  with  a  customer.  The  Company 
capitalizes and amortizes deferred contract acquisition costs over the remaining contractual term or over an expected period of 
benefit. Commissions allocated to the remaining elements are capitalized and amortized over an expected period of benefit. The 
Company  has  determined  the  expected  period  of  benefit  to  be five  years. The  expected  period of  benefit  was  determined  by 
taking  into  consideration  our  customer  contracts,  customer  turnover  rates,  the  life  of  our  technology  and  other  factors.  In 
addition, the Company pays sales commissions for renewals of term licenses and subscription offerings at a lower rate, which is 
therefore not commensurate with commissions paid on an initial sale and are amortized over each renewal’s contractual term. 
The  Company  periodically  reviews  the  amortization  periods  of  its  deferred  contract  acquisition  costs  and  will  update  such 

44 

 
amortization  period  when  there  is  a  significant  change  in  its  expected  timing  of  transfer  to  the  customer  of  the  products  or 
services. 

Income Taxes 

We are subject to federal, state and local taxes in the United States as well as in other tax jurisdictions or countries in 
which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to 
current federal and state income tax in the United States. 

We  account  for  uncertain  tax  positions  based  on  those  positions  taken  or  expected  to  be  taken  in  a  tax  return.  We 
determine if the amount of available support indicates that it is more likely than not that the tax position will be sustained on 
audit, including resolution of any related appeals or litigation processes. We then measure the tax benefit as the largest amount 
that is more than 50% likely to be realized upon settlement. We adjust reserves for our uncertain tax positions due to changing 
facts  and  circumstances.  To  the  extent  that  the  final  outcome  of  these  matters  is  different  than  the  amounts  recorded,  such 
differences will impact our tax provision in our consolidated statements of operations in the period in which such determination 
is made. 

Goodwill, Intangibles, and Other Long-Lived Assets 

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible 
assets  acquired  based  on  their  estimated  fair  values  on  the  acquisition  date.  The  excess  of  the  fair  value  of  purchase 
consideration  over  the  fair  values  of  these  identifiable  assets  and  liabilities  is  recorded  as  goodwill.  Such  valuations  require 
management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in 
valuing certain intangible assets may include, but are not limited to, future expected cash flows from acquired users, acquired 
technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of 
fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a 
result, actual results may differ from estimates. 

We use estimates, assumptions, and judgments when assessing the recoverability of goodwill and acquired intangible 
assets.  We  test  for  impairment  on  an  annual  basis,  or  more  frequently  if  a  significant  event  or  circumstance  indicates 
impairment. We also evaluate the estimated remaining useful lives of acquired intangible assets for changes in circumstances 
that warrant a revision to the remaining periods of amortization. For purposes of assessing potential impairment of goodwill, we 
estimate the fair value of the reporting unit, based on our market capitalization, and compare this amount to the carrying value 
of the reporting unit. If we determine that the carrying value of the reporting unit exceeds its fair value, an impairment charge 
would  be  required.  We  have  determined  that  we  operate  as  one  reporting  unit  and  may  first  assess  qualitative  factors  to 
determine whether the existence of events or circumstances indicate that an impairment test on goodwill is required. Goodwill 
is tested on an annual basis as of October 31st, or sooner if an indicator of impairment occurs. The Company internally monitors 
business and market conditions for evidence of triggering events for goodwill  and acquired intangible assets. Such events  or 
changes in circumstances include, but are not limited to, a significant decrease in the fair value of the underlying asset or asset 
group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its 
physical condition, an accumulation of costs and resources in excess of the original expectation, or a significant change in the 
operations of the acquired assets or use of an asset or asset group.  

During  the  year  ended  December  31, 2020,  the  Company  recorded  an  impairment  charge  of  $5.1  million  related  to 
certain  developed  technology  assets  due  to  our  strategic  decision  to  discontinue  further investment  and  enhancements  in  the 
standalone existing technology. 

Recent Accounting Pronouncements 

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet 
adopted, see Note 1 “Description of Business and Summary of Significant Accounting Policies” in our notes to our consolidated 
financial statements included in this Annual Report. 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may 
impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily 

45 

 
a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for 
trading purposes. 

Interest Rate Risk 

We had cash and cash equivalents and restricted cash of $516.6 million as of December 31, 2020, which are held in 
cash  deposits  and  money  market  funds.  Due  to  the  short-term  nature  of  these  instruments,  we  believe  that  we  do  not  have 
material risk of exposure to changes in the fair value of our cash and cash equivalents as a result of changes in interest rates. As 
of December 31, 2020, we do not believe a hypothetical 10% relative change in interest rates would have a material impact on 
the value of our cash equivalents. 

We did not have any investments in marketable securities as of December 31, 2020. 

In September 2019, we issued and sold $400.0 million aggregate principal amount of 0.125% convertible senior notes 
due 2024 in a private offering to qualified institutional buyers. The fair value of the Notes is subject to interest rate risk, market 
risk and other factors due to the conversion feature. The fair value of the Notes will generally increase as our common stock 
price increases and will generally decrease as our common stock price decreases. The interest and market value changes affect 
the fair value of the Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of 
the  debt obligation. Additionally,  we  carry  the  Notes  at  face  value  less  unamortized  discount  and  debt  issuance  costs on  our 
balance sheets, and we present the fair value for required disclosure purposes only. 

Foreign Currency Exchange Risk 

Our reporting currency is the U.S. dollar. Due to our international operations, we have foreign currency risk related to 
operating  expenses  denominated  in  currencies  other  than  the  U.S.  dollar,  primarily  the  British  pound,  Euro,  Israeli  shekel, 
Indian rupee, Australian dollar, Singapore dollar and Canadian dollar. As of December 31, 2020, our cash and cash equivalents 
included $4.8 million held in currencies other than the U.S. dollar. Decreases in the relative value of the U.S. dollar to other 
currencies may negatively affect our operating results as expressed in U.S. dollars. These amounts are included in other income 
(expense), net on our consolidated statements of operations. 

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates 
because, although substantially all of our revenue is generated in U.S. dollars, our expenses are generally denominated in the 
currencies of the jurisdictions in which we conduct our operations, which are primarily in the United States, Europe and Asia. 
Our results of operations and cash flows could therefore be adversely affected in the future due to changes in foreign exchange 
rates. We do not believe that a hypothetical 10% relative change in the value of the U.S. dollar to other currencies would have a 
material  effect  on  our  results  of  operations  or  cash  flows,  and  to  date,  we  have  not  engaged  in  any  hedging  strategies  with 
respect  to  foreign  currency  transactions. As  our  international  operations  grow,  we  will  continue  to  reassess  our  approach  to 
manage  our  risk  relating  to  fluctuations  in  currency  rates,  and  we  may  choose  to  engage  in  the  hedging  of  foreign  currency 
transactions in the future. 

46 

 
Item 8. Financial Statements and Supplementary Data 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 

Reports of Independent Registered Public Accounting Firm 

Consolidated Balance Sheets as of December 31, 2020 and 2019 

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 

Notes to Consolidated Financial Statements 

48 

51 

52 

53 

54 

55 

47 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

Board of Directors and Stockholders 
SailPoint Technologies Holdings, Inc. 

Opinion on the financial statements 

We  have  audited  the  accompanying  consolidated  balance  sheets  of  SailPoint  Technologies  Holdings,  Inc.  (a  Delaware 
corporation)  and  subsidiaries  (the  “Company”)  as  of  December  31,  2020  and  2019,  the  related  consolidated  statements  of 
operations,  stockholders’  equity,  and  cash  flows for each  of  the  three  years  in  the  period  ended  December 31,  2020, and  the 
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all 
material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and 
its  cash  flows  for  each  of  the  three  years  in  the  period  ended  December  31,  2020,  in  conformity  with  accounting  principles 
generally accepted in the United States of America.  

We also have audited, in accordance with  the standards  of  the Public  Company Accounting Oversight  Board (United States) 
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in 
the  2013  Internal  Control—Integrated  Framework  issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway 
Commission (“COSO”), and our report dated February 25, 2021 expressed an unqualified opinion. 

Basis for opinion 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on 
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable 
rules and regulations of the Securities and Exchange Commission and the PCAOB.  

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to 
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial 
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included 
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included 
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall 
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 

Critical audit matter 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that 
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that 
are  material  to  the  financial  statements  and  (2)  involved  our  especially  challenging,  subjective,  or  complex  judgments.  The 
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and 
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the 
accounts or disclosures to which it relates.  

Revenue  Recognition  –  Identification  of  Performance Obligations  and Allocation  of  the Transaction  Price  to Multiple 
Performance Obligations 

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s revenues consist of fees for perpetual 
and term licenses for software products, post-contract customer support (referred to as maintenance and support), software as a 
service (“SaaS”) subscriptions, other subscription services and professional services including training and other revenue. The 
Company has contracts with customers that may have multiple performance obligations including some or all of the following: 
software  licenses,  maintenance  and  support,  SaaS,  other  subscription  services  and  professional  services.  When  multiple 
promised products and services are included within one contract, management applies judgment to determine whether promised 
products  and  services  are  capable  of  being  distinct  and  distinct  in  the  context  of  the  contract.  Additionally,  the  Company 
establishes  the  standalone  selling  price  for  each  of  its  performance  obligations  to  allocate  transaction  price  in  contracts 
including multiple performance obligations. If a standalone selling price is not directly observable, the Company estimates the 
standalone selling price, maximizing the use of observable inputs in making the estimate. Management applies judgment and 
considers many factors including past transactions, market conditions and internally approved pricing guidelines related to the 

48 

 
performance  obligations.  We  identified  revenue  recognition  specifically  related  to  management’s  identification  of  distinct 
performance  obligations  and  its  allocation  of  transaction  price  based  on  the  established  standalone  selling  price  as  a  critical 
audit matter. 

The principal consideration for our determination that these aspects of revenue recognition represent a critical audit matter are 
that, given the volume of contracts and that they may contain multiple products or services combined with the complexity and 
estimation  involved  in  management’s  identification  of  distinct  performance  obligations  and  determination  of  appropriate 
allocation  of  transaction  price  based  on  the  established  standalone  selling  prices  for  all  distinct  performance  obligations, 
auditing the related revenue required both extensive audit effort and a high degree of auditor judgement when performing audit 
procedures and evaluating results of those procedures.  

Our audit procedures related to the identification of performance obligations and allocation of total transaction price included 
the following, among others: 

• 

• 

• 

We  tested  the  design  and  operating  effectiveness  of  controls  over  revenue  recognition,  including  the  Company’s 
controls over the identification of performance obligations and determination of standalone selling price. 

We  obtained  an  understanding  and  evaluated  the  appropriateness  of  management’s  process  and  methodology  for 
revenue  recognition  including  identifying  distinct  performance  obligations.  This  included  evaluating  management’s 
determination of whether or not to combine multiple products or services into a single distinct performance obligation. 

For each distinct performance obligation, we obtained management’s analysis to establish standalone selling price and 
performed the following procedures: 

◦ 

◦ 

Evaluated  the  reasonableness  of  available  data  and  factors  used  in  management’s  determination,  including 
considering other sources of information that would be relevant to the analysis 

Tested the completeness and accuracy of the source data used in management’s calculations. 

• 

We selected a sample of contracts and performed the following procedures: 

◦ 

◦ 

Reperformed  and  evaluated management’s  identification of  the  performance obligations  within  the  contract 
with the customer, including whether management identified options to acquire additional goods or services 
that gave rise to a performance obligation. 

Recalculated the appropriate allocation of transaction price based on the established standalone selling price 
for each distinct performance obligation. 

/s/ GRANT THORNTON LLP 

We have served as the Company’s auditor since 2010. 

Denver, Colorado 
February 25, 2021 

49 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

Board of Directors and Stockholders 
SailPoint Technologies Holdings, Inc. 

Opinion on internal control over financial reporting 

We have audited the internal control over financial reporting of SailPoint Technologies Holdings, Inc. (a Delaware corporation) 
and  subsidiaries  (the  “Company”)  as  of  December  31,  2020,  based  on  criteria  established  in  the  2013  Internal  Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our 
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 
2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. 

We also have audited, in accordance with  the standards of the Public Company Accounting  Oversight Board  (United States) 
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our 
report dated February 25, 2021 expressed an unqualified opinion on those financial statements. 

Basis for opinion 

The  Company’s  management  is  responsible  for  maintaining  effective  internal  control  over  financial  reporting  and  for  its 
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report 
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over 
financial  reporting  based  on  our  audit.  We  are  a  public  accounting  firm  registered  with  the  PCAOB  and  are  required  to  be 
independent  with  respect  to  the  Company  in  accordance  with  the  U.S.  federal  securities  laws  and  the  applicable  rules  and 
regulations of the Securities and Exchange Commission and the PCAOB.  

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit  to  obtain  reasonable  assurance  about  whether  effective  internal  control  over  financial  reporting  was  maintained  in  all 
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk 
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the 
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit 
provides a reasonable basis for our opinion. 

Definition and limitations of internal control over financial reporting 

A  company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable  assurance  regarding  the 
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally 
accepted  accounting  principles. A  company’s  internal  control  over  financial  reporting  includes  those  policies  and  procedures 
that  (1)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and 
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit 
preparation  of  financial  statements  in  accordance  with  generally  accepted  accounting  principles,  and  that  receipts  and 
expenditures  of  the  company  are  being  made  only  in  accordance  with  authorizations  of  management  and  directors  of  the 
company; and (3) provide reasonable assurance regarding prevention or timely detection  of  unauthorized  acquisition,  use,  or 
disposition of the company’s assets that could have a material effect on the financial statements. 

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements. Also, 
projections  of  any  evaluation  of  effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate 
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

/s/ GRANT THORNTON LLP 

Denver, Colorado 
February 25, 2021 

50 

 
SAILPOINT TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES  
CONSOLIDATED BALANCE SHEETS 

As of 
December 31, 2020    December 31, 2019 
(In thousands, except per share data) 

Assets 
Current assets 

Cash and cash equivalents 
Restricted cash 
Accounts receivable, net of allowance 
Deferred contract acquisition costs, current 
Prepayments and other current assets 

Total current assets 
Property and equipment, net 
Right-of-use assets, net 
Deferred contract acquisition costs, non-current 
Other non-current assets, net of allowance 
Goodwill 
Intangible assets, net 
Total assets 
Liabilities and stockholders’ equity 
Current liabilities 

Accounts payable 
Accrued expenses and other liabilities 
Income taxes payable 
Convertible senior notes, net 
Deferred revenue 
Total current liabilities 
Deferred tax liability - non-current 
Convertible senior notes, net - non-current 
Long-term operating lease liabilities 
Other long-term liabilities 
Deferred revenue - non-current 
Total liabilities 
Commitments and contingencies (Note 8) 
Stockholders’ equity 
Common stock, $0.0001 par value, authorized 300,000 shares, issued and 
outstanding 91,386 shares as of December 31, 2020 and 89,676 shares as of 
December 31, 2019 
Preferred stock, $0.0001 par value, authorized 10,000 shares, no shares issued and 
outstanding as of December 31, 2020 and December 31, 2019 
Additional paid in capital 
Accumulated deficit 
Total stockholders' equity 
Total liabilities and stockholders’ equity 

$ 

$ 

$ 

$ 

510,289     $ 
6,355    
112,255    
15,592    
26,027    
670,518    
19,443    
27,048    
38,510    
15,016    
241,103    
63,962    
1,075,600     $ 

4,753     $ 
59,460    
978    
326,672    
165,995    
557,858    
1,329    
—    
33,080    
—    
18,723    
610,990    

9    

—    
484,012    
(19,411)   
464,610    
1,075,600     $ 

443,795   
6,325   
106,428   
10,905   
16,965   
584,418   
21,300   
31,104   
24,247   
6,307   
241,051   
81,651   
990,078   

3,224   
40,214   
1,994   
—   
127,132   
172,564   
8,900   
309,051   
38,035   
2,500   
24,901   
555,951   

9   

—   
442,407   
(8,289)  
434,127   
990,078   

See accompanying notes to consolidated financial statements. 

51 

 
 
 
 
 
   
 
   
 
 
  
 
  
 
  
 
SAILPOINT TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 

2020 

Year Ended December 31, 
2019 
(In thousands, except per share data) 

2018 

$ 

120,874     $ 
196,817     
47,563     
365,254     

102,800     $ 
143,390     
42,325     
288,515     

Revenue 

Licenses 
Subscription 
Services and other 
Total revenue 

Cost of revenue 
Licenses 
Subscription 
Services and other 
Impairment of intangible assets 

Total cost of revenue 

Gross profit 
Operating expenses 

Research and development 
General and administrative 
Sales and marketing 

Total operating expenses 
Income (loss) from operations 
Other income (expense), net 

Interest income 
Interest expense 
Other income (expense), net 
Total other expense, net 
Income (loss) before income taxes 
Income tax (expense) benefit 
Net income (loss) 
Net income (loss) available to common stockholders 
Net income (loss) per share 

Basic 
Diluted 

Weighted average shares outstanding 

Basic 
Diluted 

$ 
$ 

$ 
$ 

105,000   
104,033   
39,887   
248,920   

4,634   
20,734   
29,302   
—   
54,670   
194,250   

43,154   
34,781   
105,402   
183,337   
10,913   

10   
(4,717)  
(1,446)  
(6,153)  
4,760   
(1,090)  
3,670   
3,641   

0.04   
0.04   

86,495   
90,003   

4,467     
37,644     
38,517     
5,119     
85,747     
279,507     

71,191     
37,783     
169,656     
278,630     
877     

2,019     
(18,612)    
33     
(16,560)    
(15,683)    
4,920     
(10,763)    $ 
(10,763)   $ 

(0.12)    
(0.12)   $ 

90,512     
90,512     

4,239     
26,877     
34,359     
—     
65,475     
223,040     

56,120     
39,816     
136,537     
232,473     
(9,433)    

2,468     
(5,041)    
(1,082)    
(3,655)    
(13,088)    
4,588     
(8,500)    $ 
(8,500)   $ 

(0.10)    $ 
(0.10)   $ 

88,907     
88,907     

See accompanying notes to consolidated financial statements. 

52 

 
 
 
 
 
 
   
   
 
   
   
 
   
   
 
   
   
 
 
 
 
 
 
 
S
E
I
R
A
I
D
I
S
B
U
S
D
N
A

.

C
N
I

,

S
G
N
I
D
L
O
H
S
E
I

G
O
L
O
N
H
C
E
T
T
N
I

O
P
L
I
A
S

Y
T
I
U
Q
E

’
S
R
E
D
L
O
H
K
C
O
T
S
F
O
S
T
N
E
M
E
T
A
T
S
D
E
T
A
D
I
L
O
S
N
O
C

'
s
r
e
d
l
o
h
k
c
o
t
S

y
t
i
u
q
e

d
e
n
i
a
t
e
R

s
g
n
i
n
r
a
e

d
e
t
a
l
u
m
u
c
c
a
(

)
t
i
c
i
f
e
d

l
a
n
o
i
t
i
d
d
A

n
i
d
i
a
p

l
a
t
i
p
a
c

)
s
d
n
a
s
u
o
h
t
n
I
(

1
6
7
,
1
2

7
9
3
,
8
2
3

)
8
4
3
(

9
0
8
,
1

5
7
9
,
8
1

8
7

1
5
3
,
3

0
7
6
,
3

—

—

—

—

—

0
7
6
,
3

1
6
7
,
1
2

—

)
8
4
3
(

9
0
8
,
1

7
7

—

1
5
3
,
3

5
7
9
,
8
1

$

)
0
2
2
,
5
2
(

$

9
0
6
,
3
5
3

$

3
9
6
,
7
7
3

$

1
1
2

$

3
7
4
,
7
7
3

$

)
1
5
3
(

3
5
0
,
3

4
1
7
,
8
1

7
3

9
4
6
,
5

4
6
7
,
6
8

)
0
8
0
,
7
3
(

)
2
5
8
,
1
1
(

)
0
0
5
,
8
(

7
2
1
,
4
3
4

)
9
5
3
(

7
6
9
,
5

)
7
9
7
(

8
7
3
,
7

7
5
0
,
9
2

)
3
6
7
,
0
1
(

0
1
6
,
4
6
4

—

—

—

—

—

—

—

—

$

)
0
0
5
,
8
(

)
9
8
2
,
8
(

—

—

—

—

)
9
5
3
(

)
3
6
7
,
0
1
(

)
1
5
3
(

3
5
0
,
3

4
1
7
,
8
1

7
3

9
4
6
,
5

4
6
7
,
6
8

)
0
8
0
,
7
3
(

—

)
2
5
8
,
1
1
(

—

)
7
9
7
(

7
6
9
,
5

—

8
7
3
,
7

7
5
0
,
9
2

$

7
0
4
,
2
4
4

$

$

)
1
1
4
,
9
1
(

$

2
1
0
,
4
8
4

$

8

—

—

—

—

1

—

—

9

—

—

—

—

—

—

—

—

—

9

—

—

—

—

—

—

9

k
c
o
t
S
n
o
m
m
o
C

r
a
P

e
u
l
a
v

r
e
b
m
u
N

s
e
r
a
h
s

f
o

$

8
4
9
,
4
8

7
1
0
2

,

1
3
r
e
b
m
e
c
e
D

t
a

e
c
n
a
l
a
B

—

7
3
6

6
5
2

—

—

8
6
1

3
0
5
,
1

$

2
1
5
,
7
8

0
3
7

2
2
3

—

4
2
7

8
8
3

—

—

—

—

d
n
a

s
e
t
o
n

r
o
i
n
e
s

e
l
b
i
t
r
e
v
n
o
c

f
o

e
c
n
a
u
s
s
i

o
t

d
e
t
a
l
e
r
y
t
i
l
i
b
a
i
l

x
a
t

d
e
r
r
e
f
e
D

s
t
s
o
c

e
c
n
a
u
s
s
i

f
o

t
e
n

,
s
e
t
o
n

r
o
i
n
e
s

e
l
b
i
t
r
e
v
n
o
c

f
o

t
n
e
n
o
p
m
o
c

y
t
i
u
q
E

n
a
l
p

e
s
a
h
c
r
u
p

k
c
o
t
s

e
e
y
o
l
p
m
e

r
e
d
n
u

d
e
u
s
s
i

k
c
o
t
s

n
o
m
m
o
C

s
l
l
a
c

d
e
p
p
a
c

f
o

e
s
a
h
c
r
u
P

t
n
e
m
e
l
t
t
e
s

x
a
t

f
o

t
e
n

,

d
e
t
s
e
v
s
t
i
n
u

k
c
o
t
s

d
e
t
c
i
r
t
s
e
R

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c

d
e
s
a
b
-
k
c
o
t
S

d
e
t
s
e
v

s
t
i
n
u

e
v
i
t
n
e
c
n
I

s
l
l
a
c

d
e
p
p
a
c

s
s
o
l

t
e
N

6
0
6
C
S
A

f
o

n
o
i
t
p
o
d
a

e
h
t

m
o
r
f

t
n
e
m
t
s
u
j
d
a

t
c
e
f
f
e

e
v
i
t
a
l
u
m
u
C

t
n
e
m
e
l
t
t
e
s

x
a
t

f
o

t
e
n

,

d
e
t
s
e
v
s
t
i
n
u

k
c
o
t
s

d
e
t
c
i
r
t
s
e
R

s
n
o
i
t
p
o
k
c
o
t
s

f
o

e
s
i
c
r
e
x
E

n
a
l
p

e
s
a
h
c
r
u
p

k
c
o
t
s

e
e
y
o
l
p
m
e

r
e
d
n
u

d
e
u
s
s
i

k
c
o
t
s

n
o
m
m
o
C

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c

d
e
s
a
b
-
k
c
o
t
S

d
e
t
s
e
v

s
t
i
n
u

e
v
i
t
n
e
c
n
I

8
1
0
2

,

1
3
r
e
b
m
e
c
e
D

t
a

e
c
n
a
l
a
B

s
n
o
i
t
p
o
k
c
o
t
s

f
o

e
s
i
c
r
e
x
E

e
m
o
c
n
i

t
e
N

$

6
7
6
,
9
8

9
1
0
2

,

1
3
r
e
b
m
e
c
e
D

t
a

e
c
n
a
l
a
B

—

3
6
7

6
6
5

—

1
8
3

—

$

6
8
3
,
1
9

x
a
t

f
o
t
e
n

,
6
2
3
C
S
A

f
o

n
o
i
t
p
o
d
a

e
h
t

m
o
r
f

t
n
e
m
t
s
u
j
d
a

t
c
e
f
f
e

e
v
i
t
a
l
u
m
u
C

n
a
l
p

e
s
a
h
c
r
u
p

k
c
o
t
s

e
e
y
o
l
p
m
e

r
e
d
n
u

d
e
u
s
s
i

k
c
o
t
s

n
o
m
m
o
C

t
n
e
m
e
l
t
t
e
s

x
a
t

f
o

t
e
n

,

d
e
t
s
e
v
s
t
i
n
u

k
c
o
t
s

d
e
t
c
i
r
t
s
e
R

e
s
n
e
p
x
e

n
o
i
t
a
s
n
e
p
m
o
c

d
e
s
a
b
-
k
c
o
t
S

s
n
o
i
t
p
o
k
c
o
t
s

f
o

e
s
i
c
r
e
x
E

0
2
0
2

,

1
3
r
e
b
m
e
c
e
D

t
a

e
c
n
a
l
a
B

s
s
o
l

t
e
N

.
s
t
n
e
m
e
t
a
t
s

l
a
i
c
n
a
n
i
f

d
e
t
a
d
i
l
o
s
n
o
c

o
t

s
e
t
o
n

g
n
i
y
n
a
p
m
o
c
c
a
e
e
S

3
5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SAILPOINT TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

(10,763)    $ 

(8,500)    $ 

Operating activities 
Net income (loss) 
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 

Depreciation and amortization expense 
Amortization of debt discount and issuance costs 
Amortization of contract acquisition costs 
Loss on modification and extinguishment of debt 
(Gain) loss on disposal of fixed assets 
Provision for credit losses 
Impairment of intangible assets 
Stock-based compensation expense 
Operating leases, net 
Deferred taxes 
Net changes in operating assets and liabilities, net of assets acquired and liabilities 
assumed in business acquisitions 

Accounts receivable 
Deferred contract acquisition costs 
Prepayments and other current assets 
Other non-current assets 
Accounts payable 
Accrued expenses and other liabilities 
Income taxes 
Deferred revenue 

Net cash provided by operating activities 
Investing activities 
Purchase of property and equipment 
Proceeds from sale of property and equipment 
Purchase of intangibles 
Business acquisitions, net of cash acquired 
Net cash used in investing activities 
Financing activities 
Payment of debt issuance costs 
Proceeds from issuance of convertible senior notes 
Purchases of capped calls 
Repayment of debt 
Prepayment penalty and fees 
Taxes associated with net issuances of shares upon vesting of restricted stock units 
Proceeds from employee stock purchase plan contributions 
Exercise of stock options 
Net cash provided by (used in) financing activities 
Net increase (decrease) in cash, cash equivalents and restricted cash 
Cash, cash equivalents and restricted cash, beginning of period 
Cash, cash equivalents and restricted cash, end of period 

Supplemental disclosure of cash flow information: 
Cash paid for interest 
Cash paid for income taxes, net of refunds 
Tenant improvement allowance 
Conversion of prepaid incentive units to common stock 

$ 

$ 
$ 
$ 
$ 

18,290     
17,787     
13,684     
—     
158     
586     
5,119     
29,057     
(415)    
(7,553)    

(6,772)    
(32,634)    
(9,180)    
(8,875)    
1,529     
16,262     
(1,016)    
32,685     
57,949   

(3,945)    
29     
(57)    
—     
(3,973)  

—     
—     
—     
—     
—     
(797)    
7,378    
5,967     
12,548   
66,524   
450,120     
516,644    $ 

641     $ 
2,587     $ 
—     $ 
—     $ 

14,992     
4,691     
10,130     
—     
(4)    
178     
—     
18,714     
477     
(7,268)    

(5,072)    
(17,330)    
(3,392)    
(4,798)    
(1,630)    
11,786     
(149)    
37,266     
50,091   

(6,173)    
39     
(379)    
(32,393)    
(38,906)  

(9,572)    
400,000     
(37,080)    
—     
—     
(351)    
5,649    
3,053     
361,699   
372,884   
77,236     
450,120    $ 

180     $ 
2,658     $ 
—     $ 
37     $ 

3,670   

10,736    
238    
7,753    
1,848    
(20)   
2,332    
—    
18,975    
—    
(1,280)   

(31,249)   
(29,836)   
(3,558)   
16,053    
2,406    
(882)   
455    
39,899    
37,540    

(8,389)   
33    
(2,500)   
—    
(10,856)   

—    
—    
—    
(70,000)   
(387)   
(348)   
3,351    
1,809    
(65,575)   
(38,891)   
116,127    
77,236   

2,780   
1,631   
9,787   
78   

See accompanying notes to consolidated financial statements. 

54 

 
 
 
 
   
   
   
   
 
 
   
   
 
 
 
 
 
 
   
   
 
SAILPOINT TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1. Description of Business and Summary of Significant Accounting Policies 

SailPoint Technologies Holdings, Inc., (“we”, “our” or “the Company”) was incorporated in the state of Delaware on 
August 8, 2014, in preparation for the purchase of SailPoint Technologies, Inc. The purchase occurred on September 8, 2014 
and our certificate of incorporation was amended and restated as of such date. SailPoint Technologies, Inc. was formed July 14, 
2004  as  a  Delaware  corporation.  The  Company  designs,  develops,  and  markets  identity  security  software  that  helps 
organizations  govern  user  access  to  critical  systems  and  data.  The  Company  currently  markets  its  products  and  services 
worldwide. 

Basis of Presentation 

The  accompanying  consolidated  financial  statements,  which  include  the  accounts  of  the  Company  and  its  wholly 
owned  subsidiaries,  have  been  prepared  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States  of 
America (“GAAP”). The consolidated financial statements include the accounts of SailPoint Technologies Holdings, Inc. and 
its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 

Use of Estimates 

The  preparation  of  consolidated  financial  statements  in  conformity  with  GAAP  requires  management  to  make 
estimates  and  assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure  of  contingent  assets  and 
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 
Management  periodically  evaluates  such  estimates  and  assumptions  for  continued  reasonableness.  In  particular,  we  make 
estimates  with  respect  to  the  fair  value  allocation  of  multiple  performance  obligation  in  revenue  recognition,  the  expected 
period  of  benefit  of  deferred  contract  acquisition  costs,  the  collectability  of  accounts  receivable,  stock-based  compensation 
expense,  fair  value of  the  liability  and  equity  components  of  the  Notes  (as  defined  below),  income  taxes,  and  the valuation, 
estimated  useful  lives  and  impairment  of  intangible  assets  and  goodwill  arising  from  business  combinations.  Appropriate 
adjustments,  if  any,  to  the  estimates  used  are  made  prospectively  based  upon  such  periodic  evaluation. Actual  results  could 
differ from those estimates. 

Due to the COVID-19 pandemic, there is ongoing  uncertainty  and significant disruption  in the global economy and 
financial  markets.  We  are  not  aware  of  any  specific  event  or  circumstances  that  would  require  an  update  to  our  estimates, 
judgments  or  assumptions  or  a  revision  to  the  carrying  value  of  our  assets  or  liabilities  as  of  the  date  of  issuance  of  these 
financial statements. These estimates, judgments and assumptions may change in the future, as new events occur or additional 
information is obtained. 

Cash, Cash Equivalents and Restricted Cash 

We consider all highly liquid investments with an original maturity of three months or less from date of purchase to be 
cash  equivalents. The  Company  is  required  to  maintain  a  small  amount  of  restricted  cash  to  guarantee  rent  payments  in  a 
foreign  subsidiary  as  well  as  cash  collateral  for  an  unconditional  standby  letter  of  credit  related  to  the  Company’s  corporate 
headquarters lease. 

Fair Value of Financial Instruments 

Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment 
associated  with  the  inputs  used  to  measure  their  fair  value.  Hierarchical  levels  which  are  directly  related  to  the  amount  of 
subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: 

• 

• 

• 

Level 1: Observable inputs that reflect  quoted  prices  (unadjusted) for  identical assets  or liabilities  in  active 
markets. 
Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, 
quoted  prices  in  markets  that  are  not  active  or  other  inputs  that  are  observable  or  can  be  corroborated  by 
observable market data for substantially the full term of the assets or liabilities. 
Level  3:  Unobservable  inputs  reflecting  our  own  assumptions  incorporated  in  valuation  techniques  used  to 
determine  fair  value.  These  assumptions  are  required  to  be  consistent  with  market  participant  assumptions 
that are reasonably available. 

55 

 
Concentration of Credit and Other Risks 

Financial  instruments  that  potentially  subject  the  Company  to  concentrations  of  credit  risk  consist  of  cash  and  cash 
equivalents  and  accounts  receivable.  The  Company  maintains  its  cash  in  bank  deposit  accounts  that,  at  times,  may  exceed 
federally  insured  limits.  There  was  no  concentration  of  credit  risk  for  customers  as  of  December 31,  2020  and  2019  as  no 
individual  entity  represented  more  than  10%  of  the  balance  in  accounts  receivable.  Management  considers  concentration  of 
credit risk to be minimal with respect to accounts receivable due to the positive historical collection experience of the Company 
despite the geographic concentrations related to the Company’s customers. No customer represented more than 10% of revenue 
during the years ended December 31, 2020, 2019 and 2018. The Company does not experience concentration of credit risk in 
foreign countries as no foreign country represents more than 10% of the Company’s consolidated revenues or net assets. 

The Company’s revenue by geographic region based on the customer’s location is presented in Note 17 “Geographic 

Information and Major Customers.” 

Accounts Receivable and Allowance for Expected Credit Losses 

The Company continuously assesses the collectability of outstanding customer invoices and in doing so, the Company 
assesses the need to maintain an allowance for expected credit losses resulting from the non-collection of customer receivables. 
The allowance for expected credit losses is a valuation account that is deducted from the financial asset’s amortized cost basis 
to  present  the  net  amount  expected  to  be  collected  on  contracts  with  customers. Accounts  receivable  and  contract  assets  are 
written  off  when  management  believes  non-collectability  is  confirmed.  Recoveries  of  financial  assets  previously  written  off 
shall be recorded directly to earnings when received. 

Management estimates the allowance balance using relevant available information, from internal and external sources, 
relating to past events, current conditions and reasonable and supportable forecasts over a financial asset’s contractual term. The 
Company’s  historical  credit  loss  experience  provides  the  basis  for  the  estimation  of  expected  credit  losses.  Adjustments  to 
historical loss information are made from qualitative and quantitative factors if economic conditions at the reporting date reflect 
stronger or  weaker  economic  performance  than  the historical  data  implies  based  on  management’s  expectations  of  economic 
conditions on certain indicators of the Company, industry and economy. We review factors such as past collection experience, 
age  of  the  accounts  receivable  balance,  significant  trends  in  current  balances,  internal  operations  and  macroeconomic 
conditions. The Company evaluates these economic conditions and makes adjustments to historical loss information for certain 
economic risk factors. 

In development of the expected credit loss model, we evaluated our financial assets with similar risk characteristics on 
a collective (pool) basis for their respective estimated  and expected  credit loss allowance. A financial asset will be measured 
individually only if it does not share similar risk characteristics with other financial assets. We believe that historical credit loss 
patterns by aging bucket and invoice type for accounts receivable are the most significant risk characteristics. Additionally, we 
analyze renewals and new business separately due to varying historical loss patterns. The Company notes expected credit loss is 
developed  for  the  contractual  life  of  the  financial  asset,  which  accounts  receivable  and contract  assets  can  be  viewed  as  one 
financial asset. However, a low percentage of our contract assets do not convert to accounts receivable. Therefore, we consider 
all contract assets as a single pool. 

For periods prior to the adoption of ASC 326 (defined below), the Company determined that an allowance for doubtful 

accounts was not required for the periods presented. 

Property and Equipment, Net 

Property  and  equipment,  net,  is  stated  at  cost  less  accumulated  depreciation.  Depreciation  is  recorded  using  the 
straight-line  method  over  the  estimated  useful  lives  of  the  respective  assets,  generally three  years to five  years.  Leasehold 
improvements are depreciated over the shorter of the estimated useful life of the asset  or the  related lease term. Repairs  and 
maintenance costs are expensed as incurred. 

Property and equipment are reviewed for impairment whenever events or circumstances indicate their carrying value 
may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by 
the asset, or the appropriate grouping of assets, is compared to the asset’s carrying value to determine if an impairment exists. If 
the asset is determined to be impaired, the impairment loss is measured based on the excess of the carrying value over the assets 
fair value. Assets to be disposed of are reported at the lower of carrying value or net realizable value. 

56 

 
Goodwill 

Goodwill represents the excess of acquisition cost over the fair value of net tangible and identified net assets acquired. 
Goodwill  is  not  amortized,  but  rather  tested  for  impairment  annually,  or  more  often  if  and  when  events  or  circumstances 
indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, we estimate the fair 
value of the reporting unit, based on our market capitalization, and compare this amount to the carrying value of the reporting 
unit.  If  we  determine  that  the  carrying  value  of  the  reporting  unit  exceeds  its  fair  value,  an  impairment  charge  would  be 
required. We have determined that we operate as one reporting unit and may first assess qualitative factors to determine whether 
the existence of events or circumstances indicate impairment test on goodwill is required. Goodwill is tested on an annual basis 
as  of  October  31st,  or  sooner  if  an  indicator  of  impairment  occurs.  The  Company  internally  monitors  business  and  market 
conditions for evidence of triggering events. 

Intangible Assets 

Intangible  assets  are  amortized  on  a  straight-line  basis  over  their  estimated  useful  lives.  The  Company  periodically 
reviews the estimated remaining useful life of our intangible assets and whether events or changes in circumstances warrant a 
revision to the remaining period of amortization. Periodically, the Company evaluates the recoverability of its long-lived assets, 
including intangible assets, for possible impairment whenever events or circumstances indicate that the carrying amount of such 
assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset, 
or related asset group, to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows 
used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced 
to fair value. 

Business Combinations 

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible 
assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values 
of  these  identifiable  assets  and  liabilities  is  recorded  as  goodwill.  Such  valuations  require  management  to  make  significant 
estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets 
may include, but are not limited to, future expected cash flows from acquired users, acquired technology, and trade names from 
a  market  participant  perspective,  useful  lives  and  discount  rates.  Management’s  estimates  of  fair  value  are  based  upon 
assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may 
differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments 
to  the  assets  acquired  and  liabilities  assumed,  with  the  corresponding  offset  to  goodwill.  Upon  the  conclusion  of  the 
measurement period, any subsequent adjustments are recorded to earnings. 

Software Development Costs 

Software development costs for products intended to be sold, leased or otherwise marketed are expensed as incurred 
until technological feasibility has been  established, at which time such costs are capitalized until  the  product  is  available for 
general  release  to  customers.  Technological  feasibility  is  established  when  a  product  design  and  working  model  have  been 
completed  and  the  completeness  of  the  working  model  and  its  consistency  with  the  product  design  have  been  confirmed  by 
testing. To date, the establishment of technological feasibility of the Company’s products and general release of such software 
have substantially coincided. As a result, we have not capitalized any software development costs through December 31, 2020 
and  all  such  costs  have  been  recorded  as  research  and  development  expenses  as  incurred  in  the  consolidated  statements  of 
operations. 

Capitalized Software and Cloud-computing Arrangements 

The  Company  evaluates  whether  the  cloud-computing  arrangement  ("CCA")  includes  a  license  to  internal-use 
software.  If  the  CCA  includes  a  software  license,  the  Company  accounts  for  the  software  license  as  an  intangible  asset. 
Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if 
the  license  is  to  be  paid  for  over  time.  If  the  CCA  does  not  include  a  software  license,  the  Company  accounts  for  the 
arrangement as a service contract (or hosting arrangement) and hosting costs are generally expensed as incurred. 

The  Company  evaluates  upfront  costs  including  implementation,  set-up  or  other  costs  (collectively,  implementation 
costs) for hosting arrangements under the internal-use software framework. Costs related to preliminary project activities and 
post  implementation  activities  are  expensed  as  incurred,  whereas  costs  incurred  in  the  development  stage  are  generally 
capitalized. Capitalized implementation costs are recorded in prepayments and other current assets or other non-current assets 

57 

 
and amortized over the expected term of the arrangement, which includes consideration of the non-cancellable contractual term 
and reasonably certain renewal options. During the year ended December 31, 2020, the Company’s capitalized implementation 
costs related to hosting arrangements were not material. 

Comprehensive Income (Loss) 

The Company has not entered into transactions that require presentation as other comprehensive income (loss). Total 

comprehensive income (loss) is equal to net income (loss) for all periods presented. 

Revenue Recognition 

Revenue consists of fees for perpetual and term licenses for the Company’s software products, post-contract customer 
support (referred to as maintenance and support), software as a service (“SaaS”) subscriptions, other subscription services and 
professional services including training and other revenue. The following describes the nature of the Company’s primary types 
of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its 
customers. 

License Revenue 

License  revenue  includes  perpetual  and  term  license  fees  which  provide  customers  with  the  same  functionality  and 
differ mainly in the duration over which the customer benefits from the use of software. Both revenues from perpetual and term 
license  performance  obligations  are  generally  recognized  upfront  at  the  point  in  time  when  the  software  license  has  been 
delivered. All perpetual license transactions generally include an amount for first-year maintenance and support at no additional 
charge, which we recognize as subscription revenue over the term. 

Subscription Revenue 

Our  subscription  revenue  consists  of  (i) fees  for  access  to,  and  related  support  for,  our  SaaS  offerings,  (ii) fees  for 
ongoing  maintenance  and  support  of  our  licensed  solutions  and  (iii)  other  subscription  services,  which  includes  our  cloud 
managed services. We typically invoice subscription fees in advance in annual installments and recognize subscription revenue 
ratably over the term of the applicable agreement. Maintenance and  support  contracts generally  have a  term of  one  year and 
SaaS contracts usually have a term of one to three years, which is initially deferred and recognized ratably over the life of the 
contract. Maintenance and support agreements consist of fees for providing software updates on a when and if available basis 
and  for  providing  technical  support  for  software  products  for  a  specified  term.  We  believe  that  our  when  and  if  available 
software updates and technical support each have the same pattern of transfer to the customer and are substantially the same. 
Therefore,  we  consider  these  to  be  a  single  distinct  performance  obligation.  Revenue  allocated  to  maintenance  and  support 
agreements are recognized ratably over the contract term beginning on the delivery date of each offering. Expenses related to 
our subscriptions are recognized as incurred. Unearned subscription revenue is included in deferred revenue. The Company’s 
subscription  arrangements  are  generally  non-cancelable  and  do  not  contain  refund-type  provisions.  In  instances  that 
subscription arrangements are deemed cancellable, which is rare, the Company will adjust the transaction price and period for 
revenue  recognition  accordingly  to  be  reflective  of  the  contract  term  in  accordance  with Accounting  Standards  Codification 
(“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). 

Services and Other Revenue 

Services and other revenue consist primarily of fees from professional services provided to our customers and partners 
to configure and optimize the use of our solutions as well as training services related to the configuration and operation of our 
platform. The Company’s professional services contracts  are either  on a time-and-materials  or  consumption-based on a fixed 
fee or prepaid basis. 

For  services  that  are  contracted  for  at  a  fixed  price,  progress  is  generally  measured  based  on  hours  incurred  as  a 
percentage of the total estimated hours required for complete satisfaction of the related performance obligations. For services 
that are contracted on a time-and-materials or prepaid basis, progress is generally based on actual hours expended. These input 
methods (e.g. hours incurred or expended) are considered a faithful depiction of our efforts to satisfy services contracts as they 
represent the performance obligation consumed by the customer and performed by the entity and therefore reflect the transfer of 
services to a customer under such contracts. 

58 

 
Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services 
and  prepaids  are  generally  recognized  over  time  applying  input  methods  to  estimate  progress  to  completion.  Revenues  for 
consumption-based  services  are  generally  recognized  as  the  services  are  performed. Training  revenues  are  recognized  as  the 
services are performed over time. 

Deferred Contract Acquisition Costs 

Sales  commissions  paid  to  our  sales  force  and  the  related  employer  payroll  taxes,  collectively  “deferred  contract 
acquisition  costs”,  are  considered  incremental  and  recoverable  costs  of  obtaining  a  contract  with  a  customer.  The  Company 
capitalizes and amortizes incremental costs of obtaining a contract, such as certain sales commission costs and related payroll 
taxes,  over  the  remaining  contractual  term  or  over  an  expected  period  of  benefit.  The  Company  typically  pays  sales 
commissions  for  both  initial  and  follow-on  sales  of  perpetual  licenses,  inclusive  of  initial  maintenance  and  support,  term 
licenses  and  SaaS  subscriptions.  Initial  commissions  are  allocated  to  each  performance  obligation  within  the  contract.  The 
portion allocated to the perpetual license element is expensed at the time the license is delivered. Commissions allocated to the 
remaining  elements  are  capitalized  and  amortized  over  an  expected  period  of  benefit.  The  Company  has  determined  the 
expected period of benefit to be five years. In addition, the Company pays sales commissions for renewals of term licenses and 
subscription  offerings  at  a  lower  rate,  which  is  therefore  not  commensurate  with  commissions  paid  on  an  initial  sale. These 
renewal commissions are amortized over each renewal’s  contractual term. The Company does not pay sales commissions on 
renewals of maintenance and support agreements related to perpetual licenses. 

The  portion  of  deferred  contract  acquisition  costs  that  we  anticipate  will  be  recognized  within  twelve  months  is 
recorded as current deferred contract acquisition costs and the remaining portion is recorded as non-current deferred contract 
acquisition  costs  in  the  consolidated  balance  sheets.  We  determined  the  period  of  benefit  by  taking  into  consideration  our 
customer contracts, customer turnover rates, the life of our technology and other  factors. The  Company  applied  the practical 
expedient to expense costs as incurred if the expected amortization period is one year or less. Amortization of deferred contract 
acquisition costs is included in sales and marketing expenses in the accompanying consolidated statements of operations. 

Contract Balances 

Deferred revenue 

We typically invoice our customers for subscription fees in advance on either an annual, two- or three-year basis, with 
payment  due  at  the  start  of  the  subscription  term.  For  subscription  fees,  which  includes  SaaS,  maintenance  and  support  and 
other  subscription  services,  the  timing  of payments  is  typically  upfront. Therefore,  a  contract  liability  or  deferred revenue  is 
created because payment is made in advance of performance and these performance obligations are satisfied over time. Timing 
may  differ  between  the  satisfaction  of  performance  obligations  and  the  invoicing  and  collection  of  amounts  related  to  our 
contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance 
obligations. Invoice amounts for non-cancelable services starting in future periods are included in contract assets and deferred 
revenue.  The  portion  of  deferred  revenue  that  we  anticipate  will  be  recognized  within  twelve  months  is  recorded  as  current 
deferred revenue and the remaining portion is recorded as non-current deferred revenue in the consolidated balance sheets. 

Contract assets 

Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at 
the  reporting  date  on  contracts. Contract  assets  are  transferred  to  accounts  receivable  when  the  rights  become  unconditional. 
Contract assets are included in prepayments and other current assets and other non-current assets in the consolidated balance 
sheets, net of an allowance for expected credit losses. 

Cost of Revenue 

Cost of License Revenue. Cost of license revenue consists of amortization expense for developed technology acquired 

and third-party royalties. 

Cost of Subscription Revenue. Cost of subscription revenue consists primarily of employee-based costs (which consists 
of  salaries,  benefits,  bonuses  and  stock-based  compensation  and  allocated  overhead),  costs  of  our  customer  support 
organization,  contractor  costs  to  supplement  our  staff  levels,  amortization  expense  and  impairments  charges  for  developed 
technology acquired and third-party cloud-based hosting costs. 

59 

 
Cost of Services and Other Revenue. Cost of services and other revenue consists primarily of employee-based costs of 

our professional services and training organizations, travel-related costs and contractor costs to supplement our staff levels. 

Impairment  of  Intangible  Assets.  Impairment  of  intangible  assets  consists  of  impairments  charges  for  developed 

technology acquired. This is a component of cost of subscription revenue that was broken out for financial statement purposes. 

Research and Development Expenses 

Research  and  development  expenses  consist  primarily  of  employee-based  costs,  software  and  hosting  arrangement 
expenses  (which  includes  cloud-based  hosting  costs  related  to  the  development  of  our  cloud-based  solution),  professional 
services expense and amortization expense for acquired intangible assets. We believe that continued investment in our offerings 
is vital to the growth of our business, and we intend to continue to invest in product development. 

Advertising Expenses 

The  Company  expenses  advertising  costs  as  incurred  and  are  included  in  sales  and  marketing  expense. Advertising 
expenses were approximately $10.7 million, $11.3 million and $7.3 million for the years ended December 31, 2020, 2019 and 
2018, respectively. 

Stock-Based Compensation 

The  Company  measures  stock-based  compensation  expense  for  equity  instruments  granted  to  employees  and  board 
members based upon the estimated fair value of the  award  at  the date of  grant adjusted  for  actual forfeitures. The  Company 
estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires us to estimate 
the expected term, fair value of common stock, expected volatility, risk-free interest rate, and dividend yield. 

The risk-free interest rate is based on the U.S.  treasury  yield curve for the term  consistent with the  life of the stock 
options  as  of  the  date  of  grant.  The  Company  has  elected  to  apply  the  “shortcut  approach”  in  developing  the  estimate  of 
expected  term  for  “plain  vanilla”  stock  options  by  using  the  mid-point  between  the vesting  date  and  contractual  termination 
date. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected 
dividend yield is assumed to be zero. 

During  2019,  the  Company  began  to  determine  volatility  by  introducing  the  Company’s  own  historical  volatility 
measurements  once  two  years  of  historical  data  became  available  in  the  public  market.  The  Company  used  a  blend  of  the 
Company’s  volatility  and  industry  peers  to  arrive  at  a  volatility  consistent  with  the  life  of  the  options.  During  2020,  the 
Company  continued  to  increase  the  weighting  factor  of  the  Company’s  own  volatility  as  additional  time  periods  become 
available. 

Stock-based  compensation  expense  resulting  from  this  valuation  is  recognized  in  the  consolidated  statements  of 
operations on a straight-line basis over the period during which an employee provides the requisite service in exchange for the 
award. The Company analyzes the facts and circumstances of each equity instrument to determine if modification accounting is 
required. When  a  modification  is  triggered,  the  revised  fair  value  is  calculated,  and  additional  stock-based  compensation  is 
recognized over the remaining service period of the modified instrument. 

Restricted stock units (“RSUs”) are generally subject to forfeiture if employment terminates prior to the vesting date. 
We expense the cost of the RSUs, which is determined to be the fair market value of the shares of common stock underlying the 
RSUs on the date of grant, ratably over the period during which the vesting restrictions lapse. 

In November 2017, the Company’s board of directors adopted the Employee Stock Purchase Plan (the "ESPP"). The 
ESPP became effective November of 2017, after the date our registration statement was declared effective by the SEC. The first 
offering  period  opened  July  1,  2018  and  permitted  eligible  employees  to  purchase  shares  by  authorizing  payroll  deductions 
from 1% to 15% of employee’s eligible compensation during the offering period, which is generally six-months, with an annual 
cap  of  $25,000 in  fair  market  value,  determined  at  the  grant  date.  Unless  an  employee  has  previously  withdrawn  from  the 
offering, his or her accumulated payroll deductions will be used to purchase shares after the closing of the offering period at a 
price equal to 85% of the closing price of the shares at the opening or closing of the offering period, whichever is lower. 

ESPP  purchase  rights  have  an  expected  volatility  consistent  with  our  volatility  estimates  that  are  used  to  value  our 
stock  options. The  expected  term  represents  the  period  of  time  the  ESPP  purchase  rights  are  expected  to  be  outstanding  and 

60 

 
approximates the offering period. Stock-based compensation expense associated with ESPP purchase rights is recognized on a 
straight-line basis over the offering period. 

Foreign Currency Translation 

The  functional  currency  of  our  non-U.S.  subsidiaries  is  the  U.S. dollar;  therefore,  all  gains  and  losses  on  currency 

transactions are expensed as incurred. 

Income Taxes 

The  Company  uses  the  liability  method  of  accounting  for  income  taxes.  Under  this  method,  deferred  tax  assets  and 
liabilities are recognized for expected future tax consequences of temporary differences between the carrying amounts and the 
tax bases of assets and liabilities. Valuation allowances are provided if it is more likely than not that some or all of the deferred 
tax assets will not be realized. 

The  Company  accounts  for  uncertainty  of  income  taxes  based  on  a  “more-likely-than-not”  threshold  for  the 
recognition  and  de-recognition  of  tax  positions,  which  includes  the  accounting  for  interest  and  penalties  relating  to  tax 
positions. 

Convertible Senior Notes 

Convertibles Senior Notes are accounted for in accordance with FASB ASC Subtopic 470-20, Debt with Conversion 
and Other Options. Pursuant to ASC Subtopic 470-20, issuers of certain convertible debt instruments, such as the Notes, that 
have a net settlement feature and may be settled wholly or partially in cash upon conversion are required to separately account 
for the liability and equity components of the instrument. The carrying amount of the liability component of the instrument is 
computed by estimating the fair value of a similar liability without the conversion option. The amount of the equity component 
is  then  calculated  by  deducting  the  fair  value  of  the  liability  component  from  the  principal  amount  of  the  instrument.  The 
difference  between  the  principal  amount  and  the  liability  component  represents  a  debt  discount  that  is  amortized  to  interest 
expense over the respective terms of the Notes using an effective interest rate method. The equity component is not remeasured 
as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Notes, 
the allocation of issuance costs incurred between the liability and equity components were based on their relative values. 

Leases 

The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while 
obtaining  substantially  all  of  the  assets’  economic  benefits.  The  Company’s  leases  are  primarily  for  office  space.  At  the 
inception or modification of an arrangement, we determine whether the arrangement is or contains a lease based on the unique 
facts and circumstances present and if so, the classification of the lease. 

Right-of-use (“ROU”) assets and lease liabilities are recognized at the present value of future lease payments over the 
lease  term.  ROU  assets  represent  the  right  to  use  an  underlying  asset  for  the  lease  term,  and  lease  liabilities  represent  the 
obligation  to  make  lease  payments  arising  from  the  lease.  The  implicit  rates within  our  operating  leases  are  generally  not 
determinable and therefore we use the  incremental borrowing  rate ("IBR") at the lease commencement date to  determine  the 
present value of lease payments. The determination of our IBR requires judgment. We determine our IBR for each lease using 
our estimated borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of 
the lease. ROU assets include any upfront lease payments made and exclude lease incentives. The Company leases its facilities 
under non-cancelable operating lease agreements. We have  lease agreements with  lease  and non-lease components which we 
account  for  as  a  single  lease  component.  The  Company’s  non-lease  components  are  primarily  related  to  property  taxes, 
insurance  and  maintenance  costs,  which  are  typically  variable  in  nature,  and  are  expensed  in  the  period  incurred.  Certain  of 
these facility leases contain predetermined fixed escalations of the minimum rentals, and the Company recognizes expense for 
these leases on a straight-line basis over the full term of the lease arrangement. Certain of our leases include options to extend 
or  terminate  the  lease. An  option  to  extend  the  lease  is  considered  in  connection  with  determining  the  ROU  asset  and  lease 
liability when it is reasonably certain we will exercise that option. An option to terminate is considered unless it is reasonably 
certain we will not exercise the option. Leases with an initial term of 12 months or less are not recorded on the balance sheet. 
The  depreciable  life  of  related  leasehold  improvements  is  based  on  the  shorter  of  the  estimated  life  of  the  asset  or  the  lease 
term. 

61 

 
Net Income (Loss) Per Share 

Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) 
attributable  to  common  stockholders  for  the  period,  defined  as  net  income  (loss)  minus earnings  allocated  to  participating 
securities, by the weighted-average number of shares of common stock outstanding during the period, without consideration of 
potentially  dilutive  securities.  Diluted  earnings  per  share  includes  the  dilutive  effect  of  common  stock  equivalents  and  is 
calculated  using  the  weighted-average  number  of  common  stock  and  the  common  stock  equivalents  outstanding  during  the 
reporting period. In periods when the Company recognizes a net loss, the Company excludes the impact of outstanding stock 
awards from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect. Our incentive stock units 
have  the  right  to  receive  non-forfeitable  dividends  on  an  equal  basis  with  common  stock  and  therefore  are  considered 
participating  securities  that  must  be  included  in  the  calculation  of  net  income  (loss)  per  share  using  the  two-class  method. 
Under the two-class method, basic and diluted net income (loss) per share is determined by calculating net income (loss) per 
share for common stock and participating securities based on the participation rights in undistributed earnings. 

Recently Adopted Accounting Pronouncements 

In August  2018,  the  Financial Accounting  Standards  Board  (“FASB”)  issued Accounting  Standard  Update  (“ASU”) 
2018-15,  Intangibles—Goodwill  and  Other—Internal-Use  Software  (Subtopic  350-40):  Customer’s  Accounting  for 
Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (ASU 2018-15), which clarifies 
the  accounting  for  implementation  costs  in  cloud  computing  arrangements. ASU  2018-15  is  effective  for  public  entities  for 
annual periods, including interim periods within those annual periods beginning after December 15, 2019 and earlier adoption 
is permitted. We adopted the standard effective January 1, 2020, using the prospective approach. This adoption did not have a 
material impact on the Company’s consolidated financial statements. 

In  June  2016,  the  FASB  issued  ASU  2016-13,  Financial  Instruments—Credit  Losses  (Accounting  Standards 
Codification or ASC 326). This standard requires the measurement and recognition of expected credit losses for financial assets 
held at amortized cost. The standard replaces the existing incurred loss impairment model with an expected loss methodology, 
which will result in more timely recognition of credit losses. The standard also expands the required quantitative and qualitative 
disclosures surrounding expected credit losses. 

On  January  1,  2020,  we  adopted  ASC  326  using  the  modified  retrospective  transition  method,  which  requires  a 
cumulative adjustment, if applicable, to be recorded to accumulated deficit. In addition, it is important to note that under the 
modified  retrospective  transition  method,  our  prior  period  results  were  not  recast  to  reflect  this  standard.  We  implemented 
internal controls and key system functionality to enable the preparation of financial information upon adoption. 

We recorded a cumulative adjustment in the amount of $0.4 million, net of tax impact, to accumulated deficit as of 

January 1, 2020. This adoption did not have a material impact on the Company's consolidated statement of operations or 
statement of cash flows. 

In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. 

The guidance removes exceptions to the general principles in Topic 740 for allocating tax expense between financial statement 
components, accounting basis differences stemming from an ownership change in foreign investments and interim period 
income tax accounting for year-to-date losses that exceed projected losses. The guidance becomes effective for annual reporting 
periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted in the 
first period of the year this guidance is adopted. We adopted the standard effective January 1, 2020, using the prospective 
approach except for hybrid tax regimes, which we adopted using the modified retrospective approach. This adoption did not 
have a material impact on the Company’s consolidated financial statements. 

Recently Issued Accounting Standards Not Yet Adopted 

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s 
Own  Equity,  which  simplifies  the  accounting  for  certain  financial  instruments  with  characteristics  of  liability  and  equity, 
including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from 
GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after 
adoption,  entities  will  no  longer  separately  present  in  equity  an  embedded  conversion  feature  for  such  debt.  Similarly,  the 
embedded conversion feature will no longer be amortized as interest expense over the life of the instrument. Instead, entities 
will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require 
bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a 
substantial  premium.  Among  other  potential  impacts,  this  change  is  expected  to  reduce  reported  interest  expense,  increase 

62 

 
reported  net  income,  and  result  in  a  reclassification  of  certain  conversion  feature  balance  sheet  amounts  from  stockholders’ 
equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application 
of  the  if-converted method  to  calculate  the  impact  of  convertible  instruments  on  diluted  earnings  per  share. ASU  2020-06  is 
effective  for  fiscal  years  beginning  after  December  15,  2021,  with  early  adoption  permitted  for  fiscal  years  beginning  after 
December 15, 2020, and can be adopted on either the fully retrospective or modified retrospective basis.  

The Company plans to early adopt ASU 2020-06 effective January 1, 2021 using the modified retrospective approach. 
Adoption of ASU 2020-06 will result in a material effect on the consolidated balance sheets as the Company believes it will no 
longer separately present in equity an embedded conversion feature. The impact to the consolidated balance sheets is expected 
to increase our convertible senior notes by $65.0 million to $70.0 million, decrease our deferred tax liability by $15.0 million to 
$17.0 million,  decrease  additional  paid  in  capital  by  $65.0 million  to  $70.0 million  and  increase  our  accumulated  deficit  by 
$14.0 million to $16.0 million. The Company also expects the adoption of ASU 2020-06 to have $16.0 million to $17.0 million 
favorable  impact  to  the  consolidated  statements  of  operations  annually  through  the  maturity  of  the  convertible  senior  notes 
agreement. The Company does not expect a material impact to its consolidated statements of cash flows. The Company expects 
to utilize the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which will 
have an unfavorable effect on our future earnings per share calculation. The Company is assessing the impact of the adoption of 
ASU 2020-06 on its internal controls over financial reporting. 

2. Revenue Recognition 

Disaggregation of revenue 

The following table presents the Company’s revenue by timing of revenue recognition during the reporting periods to 

understand the risks of timing of transfer of control and cash flows:  

Year Ended December 31, 2020 

Revenue recognized at a point in time 
Revenue recognized over time 

Total revenue 

Year Ended December 31, 2019 

Revenue recognized at a point in time 
Revenue recognized over time 

Total revenue 

Year Ended December 31, 2018 

Revenue recognized at a point in time 
Revenue recognized over time 

Total revenue 

Licenses 

SaaS (1) 

Maintenance 
and Support 
(1) 
(In thousands) 

Other 
Subscription 
Services(1) 

Services and 
Other 

$  120,874     $ 

—     $ 

—      

66,913     

$  120,874     $  66,913     $ 

—     $ 

126,792     
126,792     $ 

—     $ 

3,112     
3,112     $ 

—   
47,563   
47,563   

$  102,800     $ 

—     $ 

—      

42,432     

$  102,800     $  42,432     $ 

—     $ 

100,435     
100,435     $ 

—     $ 
523     
523     $ 

—   
42,325   
42,325   

$  105,000     $ 

—     $ 

—      

27,572     

$  105,000     $  27,572     $ 

—     $ 

76,461     
76,461     $ 

—     $ 
—     
—     $ 

—   
39,887   
39,887   

63 

 
 
 
 
 
 
 
   
    
 
  
 
 
 
  
 
 
   
   
  
   
 
 
 
  
 
 
   
   
  
   
 
(1) Subscription revenue is further disaggregated into SaaS, Maintenance and Support and Other Subscription Services 

revenue in the table above. 

Contract Balances 

A summary of the activity impacting our contract balances during the reporting periods is presented below: 

Beginning Balance 

Additional deferred contract acquisition costs 
Amortization of deferred contract acquisition costs 

Ending Balance 

Contract Acquisition Costs 
Year Ended December 31, 
2019 
2020 

(In thousands) 

$ 

$ 

35,152     $ 
32,634     
(13,684)    
54,102     $ 

28,043   
17,239   
(10,130)  
35,152   

There  were no material  impairments  of  deferred  contract  acquisition  costs  for  the  years  ended  December 31,  2020, 

2019 and 2018. 

Beginning Balance 
Increase, net 
Ending Balance 

Deferred Revenue 
Year Ended December 31, 
2019 
2020 

(In thousands) 

$ 

$ 

152,033     $ 
32,685     
184,718     $ 

114,301   
37,732   
152,033   

Deferred  revenue,  which  is  a  contract  liability,  consists  primarily  of  payments  received  in  advance  of  revenue 
recognition  under  the  Company’s  contracts  with  customers  and  is  recognized  as  the  revenue  recognition  criteria  are  met. 
Revenue  recognized  during  the  2020,  2019  and  2018  reporting  periods  that  were  previously  deferred  was  $147.5  million, 
$113.0  million  and  $75.0  million,  respectively.  The  difference  between  the  opening  and  closing  balances  of  the  Company’s 
contract assets and deferred revenue primarily results from the timing difference between the Company’s performance and the 
customer billings. 

Contract assets primarily relate to unbilled amounts, which are netted with deferred revenue at the contract level, and 
typically  result  from  sales  contracts  when  revenue  recognized  exceeds  the  amount  billed  to  the  customer,  and  the  right  to 
payment  is  subject  to  more  than  the  passage  of  time.  Contract  assets  are  transferred  to  accounts  receivable  when  the  rights 
become unconditional and the customer is billed. Contract assets are included in prepayments and other current assets and other 
non-current  assets  in  the  consolidated  balance  sheets.  During  the  years  ended  December 31,  2020  and  2019,  amounts 
reclassified from contract assets to accounts receivable were $6.2 million and $4.1 million, respectively. 

Remaining performance obligations 

Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. 
Remaining  performance  obligations  represent  contracted  revenue  that  has  not  yet  been  recognized  and  include  deferred 
revenues,  invoices  that  have  been  issued  to  customers  but  have  not  been  recognized  as  revenues  and  amounts  that  will  be 
invoiced  and  recognized  as  revenue  in  future  periods.  As  of  December 31,  2020,  amounts  allocated  to  these  additional 
contractual obligations are $332.0 million, of which we expect to recognize $203.1 million as revenue over the next 12 months 
with the remaining amount thereafter. 

64 

 
 
 
 
 
 
 
 
3. Allowance for Expected Credit Losses 

The following table presents the changes in the allowance for expected credit losses for financial assets measured at 

amortized cost: 

Beginning Balance 

Adoption of ASC 326 
Provision for (reduction in) credit losses 
Write-offs 
Ending Balance 

Accounts 
Receivable 

  Contract Assets 

Year Ended 
December 31, 2020 
(In thousands) 
—     $ 
407     
757     
(788)    
376     $ 

—   
65   
(15)  
—   
50   

$ 

$ 

As  of  December 31,  2020,  SailPoint  evaluated  economic  conditions  and  made  adjustments  to  historical  loss 
information  for  certain  economic  risk  factors,  such  as  COVID-19.  Recoveries  of  financial  assets  previously  written  off  are 
recorded  directly  to  earnings  when  received,  which  were  immaterial  for  the  year  ended  December 31,  2020.  Total  bad  debt 
expense recognized prior to our adoption of ASC 326 for the years ended December 31, 2019 and 2018 was $0.2 million and 
$2.3 million, respectively. 

4. Fair Value Measurements 

Assets and Liabilities Measured at Fair Value on a Recurring Basis 

The  following  tables  present  information  about  the  Company’s  financial  assets  that  are  measured  at  fair  value  on  a 

recurring basis: 

Assets: 
Cash equivalents: 

Money market funds 

Total cash equivalents 

Assets: 
Cash equivalents: 

Money market funds 

Total cash equivalents 

Level 1 

As of December 31, 2020 
Level 3 
Level 2 

(In thousands) 

Total 

$ 
$ 

9,757     
9,757     

—     
—     

—      $ 
—      $ 

9,757    
9,757    

Level 1 

As of December 31, 2019 
Level 3 
Level 2 

(In thousands) 

Total 

$  364,127     
$  364,127   

—     
—   

—      $  364,127    
—     $  364,127    

The Company’s carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and 
accrued  expenses  are  considered  Level  1  and  approximate  their  fair  values  due  to  their  short  maturities  as  of  December 31, 
2020 and 2019 and are excluded from the fair value tables above. 

See  Note  10  “Convertible  Senior  Notes  and  Capped  Call  Transactions”  for  the  carrying  amount  and  estimated  fair 

value of our Notes as of December 31, 2020. 

65 

 
 
 
 
 
 
 
 
 
 
   
   
   
 
   
   
   
 
 
 
 
 
 
   
   
   
 
   
   
   
 
5. Business Combinations 

2019 Acquisitions 

Orkus 

On October  15,  2019,  the  Company  acquired  100%  of  the  equity  interest  in  Orkus,  Inc.  (“Orkus”),  a  Delaware 
corporation  engaged  in  the  development  and  license  of  software  products  to  assist  customers  in  monitoring  and  controlling 
access and authorization across hybrid cloud assets. Total consideration related to the acquisition was $16.5 million in cash, of 
which  $2.0  million  is  to be  paid  upon  the  lapse  of an  indemnification  period  of 12  months  and  24  months of  the acquisition 
date. As of both December 31, 2020 and 2019, $1.0 million of the holdback amount is reflected within accrued expenses and 
other  liabilities  in  the  consolidated  balance  sheets.  As  of  December 31,  2019,  $1.0  million  is  included  in  other  long-term 
liabilities in the consolidated balance sheet. 

The following table summarizes the final purchase price allocation as of the date of acquisition: 

Cash and cash equivalents 
Prepayments and other current assets 
Right-of-use assets 
Goodwill 
Intangible assets 
Accounts payable 
Accrued expenses and other liabilities 
Deferred tax liability - non-current 

Total fair value of assets acquired and liabilities assumed 

As of 
October 15, 2019 
(In thousands) 

—   
34   
90   
7,637   
9,760   
(21)  
(133)  
(861)  
16,506   

$ 

$ 

The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: 

Developed technology 

Overwatch.ID 

Amount 
(In thousands) 

$ 

9,760    

Estimated  
Useful Life 
(In years) 

5 

On October 15, 2019, the Company acquired 100% of the equity interest in Overwatch.ID, Inc. (“Overwatch.ID”), a 
Delaware  corporation  engaged  in  the  development  and  license  of  software  products  focused  on  access  controls  security  for 
cloud applications, cloud computing, hybrid IT environments, and on-premises infrastructure. The consideration related to the 
acquisition was $20.9 million in cash, of which $3.0  million is to  be  paid  upon  the lapse of an indemnification  period of 12 
months and 18 months of the acquisition date. As of both December 31, 2020 and 2019, $1.5 million of the holdback amount is 
reflected  within  accrued  expenses  and  other  liabilities  in  the  consolidated  balance  sheets.  As  of  December 31,  2019,  $1.5 
million is included in other long-term liabilities in the consolidated balance sheet. 

66 

 
 
 
 
 
 
 
 
The following table summarizes the final purchase price allocation as of the date of acquisition: 

Cash and cash equivalents 
Accounts receivable 
Prepayments and other current assets 
Deferred tax asset - non-current 
Right-of-use assets 
Goodwill 
Intangible assets 
Accounts payable 
Accrued expenses and other liabilities 
Deferred revenue 
Total fair value of assets acquired and liabilities assumed 

As of 
October 15, 2019 
(In thousands) 

45   
66   
103   
687   
175   
14,107   
6,610   
(256)  
(185)  
(466)  
20,886   

$ 

$ 

The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: 

Developed technology 

Additional Acquisition Related Information 

Amount 
(In thousands) 

$ 

6,610    

Estimated 
Useful Life 
(In years) 

5 

The  operating  results  of  the  acquired  companies  are  included  in  our  consolidated  statements  of  operations  from  the 
respective dates of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions, 
individually  and  in  the  aggregate,  were  not  material  to  our  consolidated  statements  of  operations.  During  the  year  ended 
December  31, 2019,  acquisition  related  costs  were  $1.0 million,  which  include  legal,  accounting  and  consulting  professional 
service  fees  and  have  been  included  primarily  in  general  and  administrative  expenses  in  the  consolidated  statement  of 
operations. 

These  acquisitions  have  been  accounted  for  as  business  combinations. Assets  acquired  and  liabilities  assumed  have 
been  recorded  at  their  estimated  fair  values  as  of  the  respective  acquisition  date. The  Company  finalized  the  purchase  price 
within the required one-year measurement period as of the dates of acquisition. 

The  fair  value  of  developed  technology  was  estimated  using  the  replacement  cost  method  (Level  3),  which  utilized 
assumptions for the cost to replace, such as the workforce, timing and resources required, as well as a theoretical developer’s 
profit margin and entrepreneurial incentive and opportunity cost. The Company believes that for each acquisition, the acquired 
companies will provide opportunities for growth through investing in additional products and capabilities, among other factors. 
This  contributed  to  a  purchase  price  in  excess  of  the  estimated  fair  value of  each  acquired  company’s  net  identifiable assets 
acquired and, as a result, goodwill was recorded in connection with each acquisition. The excess of the purchase price over the 
tangible  assets,  identifiable  intangible  assets  and  assumed  liabilities  was  recorded  as  goodwill.  Goodwill  arising  from  these 
acquisitions are not deductible for tax purposes. 

67 

 
 
 
 
 
 
 
 
6. Goodwill and Intangible Assets 

Goodwill 

The following table reflects goodwill activity for the year ended December 31, 2020: 

Balance, December 31, 2019 

Measurement period adjustments 
Other adjustments 

Balance, December 31, 2020 

(In thousands) 

241,051   
70   
(18)  
241,103   

$ 

$ 

All goodwill balances are subject to annual goodwill impairment testing. As of October 31, 2020, 2019 and 2018, the 
Company  performed  a  qualitative  analysis  and  concluded  that  no  impairment  for  goodwill  was  required.  There 
were no impairments of goodwill during the years ended December 31, 2020, 2019 and 2018. 

Intangible Assets 

Total cost and amortization of intangible assets comprised of the following: 

Intangible assets, net 
Customer lists 
Developed technology 
Trade names and trademarks 
Other 
Total intangible assets 
Less: Accumulated amortization 
Total intangible assets, net 

Weighted Average 
Useful Life 
(In years) 
15 
9.2 
17 
4.7 

As of 

December 31, 
2020 

December 31, 
2019 

(In thousands) 

  $ 

  $ 

42,500     $ 
51,760     
24,500     
3,746     
122,506     
(58,544)    
63,962     $ 

42,500   
58,440   
24,500   
3,689   
129,129   
(47,478)  
81,651   

Periodically, the Company evaluates intangible assets for triggering events for indications of possible impairment. Due 
to our strategic decision to discontinue further investment and enhancements in the standalone existing technology, we recorded 
an impairment charge of $5.1 million related to certain developed technology assets during the year ended December 31, 2020. 
There were no impairments for intangible assets during the years ended December 31, 2019 and 2018. 

Amortization expense for the periods presented is as follows: 

Cost of revenue - licenses 
Cost of revenue - subscription 
Research and development 
Sales and marketing 

Total amortization expense 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

4,031     $ 
3,549     
703     
4,274     
12,557     $ 

4,032     $ 
1,076     
647     
4,273     
10,028     $ 

4,032   
384   
136   
4,273   
8,825   

$ 

$ 

68 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The total estimated future amortization expense of these intangible assets as of December 31, 2020 is as follows: 

Year Ending December 31, 
2021 
2022 
2023 
2024 
2025 
Thereafter 

Total amortization expense 

7. Leases 

Operating Leases 

(In thousands) 

11,293   
10,953   
10,424   
8,367   
4,275   
18,650   
63,962   

$ 

$ 

As  of  December 31,  2020,  our  leases,  primarily  relate  to  office  leases,  have  remaining  lease  terms  of  less  than 1 
year to 9 years. Certain leases include early termination and/or extension options; however, exercises of these options are at the 
Company’s sole discretion. As of December 31, 2020, the Company determined it is not reasonably certain it will exercise the 
options to extend its leases or terminate them early. Our lease agreements do not contain any material residual value guarantees 
or  material  restrictive  covenants  and  as  of  December  31,  2020,  the  Company  is  not  subleasing  to  any  third  parties.  As  of 
December 31, 2020 and 2019, we have no financing leases. 

The rates implicit in the Company’s leases are not readily determinable. Therefore, in order to value the Company’s 
lease liabilities, the Company uses an IBR which reflects the fixed rate at which the Company could borrow a similar amount in 
the same currency, for the same term, and with similar collateral as in the lease at the commencement date. As of December 31, 
2020,  the  Company  measures  its  lease  liabilities  at  the  net  present  value  of  the  remaining  lease  payments  discounted  at  the 
weighted average discount rate of 4.14%. The Company's IBR is estimated to approximate the interest rate on similar terms and 
payments  and  in  economic  environments  where  the  leased  asset  is  located.  The  weighted  average  remaining  term  of  the 
Company’s operating leases is 7.8 years. 

Operating lease costs for the periods presented were as follows: 

Lease cost 
Operating lease cost 
Variable lease cost 
Short-term lease cost 
Total lease cost 

Year Ended 
December 31, 2020    December 31, 2019 
(In thousands) 

$ 

$ 

5,155     $ 
2,434    
395    
7,984     $ 

4,720   
1,698   
691   
7,109   

Facilities  costs  (including  rent  and  utilities)  are  considered  shared  costs  and  are  allocated  to  departments  based  on 
headcount. As  such,  allocated  shared  costs  are  reflected  in  each  cost  of  revenue  and  operating  expense  category.  Total  rent 
expense recognized prior to our adoption of ASC 842 was $3.8 million for the year ended December 31, 2018. 

Other supplemental cash flow information related to operating leases for the periods presented is as follows: 

Cash paid for amounts included in the measurement of lease liabilities 

Operating cash flows from operating leases 

Right-of-use assets obtained in exchange for lease liabilities 

Operating leases 

69 

Year Ended 
December 31, 2020    December 31, 2019 
(In thousands) 

$ 

$ 

5,181      $ 

4,685   

106      $ 

32,015   

 
 
 
 
 
 
   
 
 
 
 
   
   
 
 The undiscounted annual future minimum lease payments are summarized by year in the table below: 

Year Ending December 31, 
2021 
2022 
2023 
2024 
2025 
Thereafter 
Total minimum lease payments 
Less: interest 
Total present value of operating lease liabilities 

8. Commitments and Contingencies 

Indemnification Arrangements 

(In thousands) 

5,891   
5,790   
5,308   
5,035   
4,890   
17,393   
44,307   
(6,792)  
37,515   

$ 

$ 

$ 

In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide 
indemnification of  varying scope and terms to  customers,  business partners and  other parties  with  respect to  certain  matters, 
including, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, 
and other liabilities with respect to our products and services and business. In these circumstances, payment may be conditional 
on the other party making a claim pursuant to the procedures specified in a particular contract. 

The  Company  includes  service  level  commitments  to  our  cloud  customers  warranting  certain  levels  of  uptime 
reliability and performance and permitting those customers to receive credits in the event that we fail to meet those levels. To 
date, the Company has not incurred any material costs as a result of these commitments, and we expect the time between any 
potential  claims  and  issuance  of  the  credits  to  be  short.  As  a  result,  we  have  not  accrued  any  liabilities  related  to  these 
commitments in our consolidated financial statements. 

Litigation Claims and Assessments 

The  Company  is  subject  to  claims  and  suits  that  may  arise  from  time  to  time  in  the  ordinary  course  of  business.  In 
addition, some legal actions, claims and governmental inquiries may be instituted or asserted in the future against us and our 
subsidiaries.  Although  the  outcome  of  our  legal  proceedings  cannot  be  predicted  with  certainty  and  no  assurances  can  be 
provided,  based  upon  current  information,  we  do  not  believe  the  liabilities,  if  any,  which  may  ultimately  result  from  the 
outcome of such matters,  individually or  in  the  aggregate, will  have  a material  adverse  impact  on  our  consolidated  financial 
statements. 

9. Line of Credit and Long-Term Debt 

Prior Credit Agreement 

In August 2016, the Company entered into a senior secured credit facility with a financial institution (as amended, the 
“Prior Credit Agreement”). The Prior Credit Agreement consisted of a term loan facility of $160.0 million and a revolving loan 
facility of up to $7.5 million. The Prior Credit Agreement established first security for the financial institution over all assets of 
the Company and is subject to certain financial covenants. Borrowings under this agreement bear interest based on the adjusted 
LIBOR rate, as defined in the agreement with a 1.0% floor, plus an applicable margin of 7.0%. The maturity date on the term 
loan  was  scheduled  for August  16,  2021 with  principal  payment  due  in  full  on  maturity  date,  and  interest  payments 
due quarterly. The agreement also required prepayments in the case of certain events including, asset sales, proceeds from an 
initial public offering (“IPO”), proceeds from an insurance settlement or proceeds from a new debt agreement. 

During  2018,  the  Company  voluntarily  prepaid  the  remaining  $70.0  million  outstanding  under  our  term  loan  and 
terminated the credit facility. The repayments were subject to a prepayment premium of 0.50%. For the year ended December 
31,  2018, the  Company  incurred  prepayment  premiums  of  approximately $0.4  million and  a $1.8  million  loss  on  the 
modification  and  extinguishment  of  debt. The  prepayment  premium  and  the  loss  on  the  modification  and  extinguishment  of 
debt were recorded as interest expense in the accompanying consolidated statements of operations for the year ended December 
31, 2018. 

70 

 
 
The Company incurred total debt issuance costs of $4.5 million in connection with the Prior Credit Agreement, which 
were to be amortized to interest expense over the life of the debt on a straight-line basis and approximates the effective interest 
rate method. Amortization of debt issuance costs for the year ended December 31, 2018 was not material and was recorded in 
interest expense in the accompanying consolidated statement of operations. 

Letter of Credit 

On November 29, 2018, as a result of the prepayment of the term loan, a prior standby letter of credit was cancelled 
and replaced by the 2018 Letter of Credit on behalf of the Company by U.S. Bank National Association. The 2018 Letter of 
Credit is an irrevocable, cash collateralized, unconditional standby letter of credit in an aggregate amount of $6.0 million under 
the Company’s corporate headquarters lease. The cash used as collateral is included as restricted cash on the balance sheets as 
of December 31, 2020 and 2019. 

Current Credit Agreement 

On  March  11,  2019,  SailPoint  Technologies,  Inc.,  as  borrower,  and  certain  of  our  other  wholly  owned  subsidiaries 
entered into a credit agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to 
time  through  the  date  hereof,  the  “Credit  Agreement”).  The  Credit  Agreement  is  guaranteed  by  SailPoint  Technologies 
Intermediate Holdings, LLC, a wholly owned subsidiary, and the Borrower’s material domestic subsidiaries (the “Guarantors” 
and,  together  with  the  Borrower,  the  “Loan  Parties”)  and  is  supported  by  a  security  interest  in  substantially  all  of  the  Loan 
Parties’ personal property and assets. 

In  September  2019,  the  Company  amended  the  Credit  Agreement  in  connection  with  the  issuance  and  sale  of  the 
Notes.  Such  amendment  included  a  decrease  in  the  commitments  for  revolving  credit  loans  from  $150.0  million  to  $75.0 
million, with a $15.0 million letter of credit sublimit, which amount can be increased or decreased under certain circumstances 
and is subject to certain financial covenants.  In addition,  the Credit Agreement  provides for the ability to incur  uncommitted 
term  loan  facilities  if,  among  other  things,  the  Senior  Net  Leverage  Ratio  (as  defined  in  the  Credit Agreement),  calculated 
giving pro forma effect to the requested term loan facility, is no greater than 3.50 to 1.00. Borrowings pursuant to the Credit 
Agreement may be used for working capital and other general corporate purposes, including acquisitions permitted under the 
Credit  Agreement.  The  Credit  Agreement  contains  certain  customary  representations  and  warranties  and  affirmative  and 
negative covenants. The Credit Agreement has established priority for the lenders party over all assets of the Company. 

The interest rates applicable to revolving credit loans under the Credit Agreement are at the Company’s option. The 
Company pays an unused commitment fee during the term of the Credit Agreement ranging from 0.20% to 0.30% per annum 
based  on  the  Senior  Secured  Net  Leverage  Ratio.  Borrowings  under  the  Credit  Agreement  are  scheduled  to  mature 
on March 11, 2024. 

The Company had no outstanding revolving credit loan balance under the Credit Agreement as of December 31, 2020 

and 2019. The Company was in compliance with all applicable covenants as of December 31, 2020. 

The Company incurred total debt issuance costs of $0.8 million in connection with the Credit Agreement, which the 
net balance is included in other non-current assets on the accompanying consolidated balance sheets as of December 31, 2020 
and 2019. These  costs  are being  amortized  to  interest  expense  over  the  life of  the  Credit Agreement on  a  straight-line  basis. 
Amortization of debt issuance costs for the years ended December 31, 2020 and 2019 were not material and was recorded in 
interest expense in the accompanying consolidated statements of operations. 

10. Convertible Senior Notes and Capped Call Transactions 

In September 2019, the Company issued and sold $400.0 million aggregate principal amount of 0.125% Convertible 
Senior  Notes  due  2024 (the  “Notes”)  in  a  private  offering (the  “Offering”)  to  qualified  institutional  buyers  pursuant  to  Rule 
144A  under  the  Securities  Act  of  1933,  as  amended  (the  “Securities  Act”).  The  net  proceeds  from  the  Offering  were 
approximately $391.2 million, after deducting discounts and commissions and other fees and expenses payable by the Company 
in connection with the Offering. The Company used approximately $37.1 million of the net proceeds from the Offering to pay 
the cost of the Capped Call Transactions. 

The  Notes  were  issued  pursuant  to  an  indenture  (the  “Indenture”),  by  and  between  the  Company  and  U.S.  Bank 
National Association, as trustee. The Notes are senior unsecured obligations of the Company and will mature on September 15, 
2024, unless  earlier  redeemed,  repurchased  or  converted. The  Notes  bear  interest  at  a  fixed  rate  of 0.125%  per  year payable 
semiannually in arrears on March 15 and September 15 of each year. 

71 

 
The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day 

immediately preceding March 15, 2024, only under the following circumstances: 

• 

• 

• 

• 

during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only 
during  such  calendar  quarter),  if  the  last  reported  sale  price  of  the  Company’s  common  stock,  for  at 
least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, 
and  including,  the  last  trading  day  of  the  immediately  preceding  calendar  quarter  is  greater  than  or  equal 
to 130% of the conversion price on each applicable trading day; 
during the five business day period after any five consecutive trading day period (the “measurement period”) 
in  which  the  trading  price  (as  defined  in  the  Indenture) per  $1,000  principal  amount  of  the  Notes  for  each 
trading  day  of  the  measurement  period  was  less  than 98%  of  the  product  of  the  last  reported  sale  price  of 
common stock and the conversion rate for the Notes on each such trading day; 
if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the 
scheduled trading day immediately preceding the redemption date; and 
upon the occurrence of specified corporate events as set forth in the Indenture. 

On or after March 15, 2024 until the close of business on the second scheduled trading day immediately preceding the 

maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of 
the holder regardless of the foregoing circumstances. 

Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, 
cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in the manner 
and  subject  to  the  terms  and  conditions  provided  in  the  Indenture.  It  is  the  Company’s  current  intent  to  settle  the  principal 
amount  of  the  Notes  with  cash.  The  Notes  are  convertible  at  an  initial  conversion  rate  of  approximately 35.1849 shares  of 
common stock per $1,000 principal amount of the Notes, which  is equivalent to an initial conversion  price of  approximately 
$28.42 per  share  of  common  stock,  subject  to  adjustment  upon  the  occurrence  of  specified  events.  The  conversion  rate  is 
subject to adjustment under certain circumstances in accordance with the terms of the Indenture. 

In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice 
of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 
Notes in connection with such a corporate event or notice of redemption, as the case may be. For example, upon the occurrence 
of  a  make-whole  fundamental  change,  as  defined  in  the  purchase  agreement,  the  Company  will,  in  certain  circumstances, 
increase the conversion rate by a number of additional shares for  a holder that elects to convert its Notes  in  connection  with 
such make-whole fundamental change or during the relevant redemption period. 

The Company may not redeem the Notes prior to September 20, 2022. The Company may redeem for cash all or any 
portion of the Notes, at its option, on or after September 20, 2022, if the last reported sale price of common stock has been at 
least  130%  of  the  conversion  price  then  in  effect  for  at  least  20  trading  days  (whether  or  not  consecutive)  during  any  30 
consecutive  trading  day  period  (including  the  last  trading  day  of  such  period)  ending  on,  and  including,  the  trading  day 
preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal 
amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking 
fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. 

If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to 
repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal 
amount  of  the  Notes  to  be  repurchased,  plus  any  accrued  and  unpaid  interest  to,  but  excluding,  the  fundamental  change 
repurchase date. 

The  Indenture  includes  customary  covenants  and  sets  forth  certain  events  of  default  after  which  the  Notes  may  be 
declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the 
Company after which the Notes become automatically due and payable. The Company was in compliance with all applicable 
covenants as of December 31, 2020. 

For  at  least  20  trading  days  during  the  period  of  30  consecutive  trading  days  ended  December 31,  2020,  the  last 
reported sale price of the Company’s common stock was equal to or exceeded 130% of the conversion price of the Notes on 
each applicable trading day. As a result, the Notes are convertible at the option of the holders during the fiscal quarter ending 
March 31, 2021 and were classified as current liabilities on the consolidated balance sheet as of December 31, 2020. During the 
year ended December 31, 2020, we have received requests for conversion that we expect to settle in cash the aggregate amount 

72 

 
of $10.2 million in principal of the Notes during the fiscal quarter ending March 31, 2021. As of the date of this filing, no other 
holders of the Notes have submitted requests for conversion. 

In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying 
amounts of the liability components of the Notes were calculated by measuring the fair value of similar debt instruments that do 
not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, 
were  determined  by  deducting  the  fair  value  of  the  liability  components  from  the  par  value  of  the  Notes.  This  difference 
represents the debt discount that is amortized to interest  expense over  the  terms of  the Notes using the effective interest rate 
method. The carrying amount of the equity components representing the conversion options was approximately $88.8 million 
for the Notes and is recorded in additional paid in capital and are not remeasured as long as they continue to meet the conditions 
for equity classification. 

The  Company  allocates  transaction  costs  related  to  the  issuance of  the  Notes  to  the  liability  and  equity  components 
using the same proportions as the initial carrying value of the Notes. Transaction costs attributable to the liability component 
were approximately $6.8 million and are being amortized to interest expense at an effective interest method rate of 5.25% over 
the  term of the Notes. Transaction costs attributable to the equity  component were approximately $2.0 million and are netted 
with the equity component of the Notes in additional paid in capital. 

As of December 31, 2020, the Notes have a remaining life of 45 months. 

The net carrying amount of the liability and equity components of the Notes for the periods presented is as follows: 

Liability component 

Principal 
Unamortized discount 
Unamortized issuance costs 

Net carrying amount 

Equity component, net of issuance costs 

As of 
December 31, 2020    December 31, 2019 
(In thousands) 

$ 

$ 

$ 

400,000      $ 
(68,270)    
(5,058)    
326,672      $ 

86,764      $ 

400,000   
(84,542)  
(6,407)  
309,051   

86,764   

The interest expense recognized related to the Notes for the periods presented is as follows: 

Contractual interest expense 
Amortization of debt discount 
Amortization of debt issuance costs 

Total 

Year Ended 
December 31, 2020    December 31, 2019 
(In thousands) 
664      $ 

$ 

16,272     
1,349     
18,285      $ 

$ 

133   
4,199   
359   
4,691   

As  of December 31,  2020,  the  total  estimated  fair  value  of  the  Notes  was  $781.5  million.  The  fair  value  was 
determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The fair value of 
the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is 
considered Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that 
could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market. 

73 

 
 
 
 
    
 
 
 
Capped Call Transactions 

In September 2019, in connection with the pricing of the Notes and in connection with the initial purchasers’ exercise 
in full of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions (the 
“Capped  Call  Transactions”)  with  the  initial  purchasers  or  their  respective  affiliates  and  another  financial  institution.  The 
Capped  Call  Transactions  cover,  subject  to  anti-dilution  adjustments  substantially  similar  to  those  applicable  to  the  Notes, 
approximately 14.1 million shares of common stock. The Capped Call Transactions are generally expected to reduce potential 
dilution to common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required 
to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a 
cap.  The  Capped  Call  Transactions  have  an  initial  strike  price  of  approximately  $28.42 per  share,  which  corresponds  to  the 
initial  conversion  price  of  the  Notes  and  is  subject  to  certain  adjustments. The  cap  price  of  the  Capped  Call  Transactions  is 
initially $41.34 per share, which is subject to certain adjustments. For accounting purposes, the Capped Call Transactions are 
separate transactions and not part of the terms of the Notes. As the Capped Call Transactions are considered indexed to our own 
stock and are considered equity classified, they are recorded in stockholders’ equity and are not accounted for as derivatives. 
The cost of approximately $37.1 million incurred in connection with the Capped Call Transactions was recorded as a reduction 
to additional paid in capital. In conjunction to the Notes conversion requests received described above, we will terminate the 
proportional amount of shares related to the capped call transactions and shares are expected to settle and be delivered during 
the fiscal quarter ending March 31, 2021. 

11. Related Party Transactions 

During  2018, Thoma  Bravo was  considered  a  controlling entity. As  of August  13,  2018, Thoma  Bravo  is  no  longer 
considered  a  controlling  entity. Sales  and  purchase  transactions  were  not  considered  material  to  the  consolidated  financial 
statements from January 1, 2018 through August 13, 2018. 

The Company did not have any related party balances or incur any related party transactions as of and during the years 

ended December 31, 2020 and 2019. 

12. Stockholders' Equity 

In  November  2017,  the  board  of  directors  and  stockholders  approved  the  Amended  and  Restated  Certificate  of 
Incorporation to increase the authorized capital stock to 310 million shares, consisting of 300 million shares of common stock 
and 10 million shares of preferred stock, each with par value of $0.0001 per share. 

Common Stock 

The  Company’s  Amended  and  Restated  Certificate  of  Incorporation  authorizes  issuance  of 300 million  shares  of 
common stock with a par value of $0.0001 per share. The common stock confers upon its holders the right to participate in the 
general meetings  of  the  Company,  to  vote  at  such  meetings  (each  share  represents  one vote),  to  elect  board  members  and  to 
participate  in  any  distribution  of  dividends,  payments  of  the  Company’s  debts,  other  payments  required  by  law,  or  other 
property  and  amounts  payable  upon  shares  of  preferred  stock,  including  the  distribution  of  surplus  assets  upon  liquidation 
equally on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the 
rights of holders of any preferred stock that may be issued in the future. 

Preferred Stock 

The company is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue up to 
an  aggregate  of 10 million  shares  of  preferred  stock,  in  one  or  more  series,  each  series  to  have  such  rights,  preferences  and 
limitations,  including  voting  rights,  dividend  rights,  conversion  rights,  redemption  privileges  and  liquidation  preferences  as 
determined  by  the  board  of  directors. As  of  December 31,  2020,  the  Company  does  not  have  any  shares  of  preferred  stock 
outstanding and currently has no plans to issue shares of preferred stock. 

13. Stock-Based Compensation 

2015 Stock Option Plans 

In  2015,  the  Company  adopted  (i)  the Amended  and  Restated  2015  Stock  Option  and  Grant  Plan  and  (ii)  the  2015 
Stock  Incentive  Plan  (together  the  “2015  Stock  Option  Plans”)  under  which  it  may  grant  incentive  stock  options  (“ISOs”), 
nonqualified stock options (“NSOs”) for the right to purchase shares of common stock and restricted stock units ("RSUs"). The 

74 

 
2015 Stock Option Plans reserve 5.0 million shares of common stock for issuance as ISOs, 0.5 million shares of RSUs and 0.25 
million shares for issuance under the 2015 Stock Incentive Plan. Under the 2015 Stock Option Plan, ISOs may not be granted at 
less  than  fair  market  value  on  the  date  of  the  grant  and  generally  vest  over  a four-year period  based  on  continued  service. 
Options generally expire ten years after the grant date. 

As of December 31, 2020, 0.6 million shares were available for issuance under the Amended and Restated 2015 Stock 
Option and Grant Plan. As of December 31, 2020, approximately 0.1 million shares were available for issuance under the 2015 
Stock Incentive Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises. 

2017 Long Term Incentive Plan 

In November 2017, the Company’s board of directors adopted the 2017 Long Term Incentive Plan (the “2017 Plan”) 
under which it may grant stock options, NSOs for the right to purchase shares of common stock and RSUs. As of December 31, 
2020, the Company had reserved 17.7 million shares of common stock available for issuance under the 2017 Plan to employees, 
directors, officers and consultants of the Company  and  its subsidiaries. The number of shares of common stock available for 
issuance under the 2017 Plan will be increased on each January 1 hereafter by 4.4 million shares of common stock. Options and 
RSUs  granted  under  the  2017  Plan  generally  vest  over four  years.  Common  stock  subject  to  an  award  that  expires  or  is 
canceled,  forfeited,  exchanged,  settled  in  cash  or  otherwise  terminated  without  delivery  of  shares,  and  shares  withheld  or 
surrendered  to  pay  the  exercise  price  of,  or  to  satisfy  the  withholding  obligations  with  respect  to  an  award,  will  become 
available for future grants under the 2017 Plan.  

As  of  December 31,  2020, 11.1  million  shares  were  available  for  issuance  under  the  2017  Plan.  The  Company 

currently uses authorized and unissued shares to satisfy share award exercises. 

The  fair  value  for  the  Company’s  stock  options  granted  and  Employee  Stock  Purchase  Plan  (the  "ESPP")  purchase 
rights,  as  discussed  further  below,  during  the  periods  presented  were  estimated  at  grant  date  using  a  Black-Scholes  option-
pricing model using the following weighted average assumptions: 

Stock Options 

Expected dividend rate 
Expected volatility 
Risk-free interest rate 
Expected term (in years) 

ESPP 

Expected dividend rate 
Expected volatility 
Risk-free interest rate 
Expected term (in years) 

December 31, 2020    December 31, 2019    December 31, 2018 

—% 
50%- 56.2% 
0.36% - 1.53% 
6.25 

—% 
38.8% - 46.0% 
1.39% - 2.59% 
6.25 

—% 
40.0% - 46.0% 
2.63% - 2.97% 
6.25 

—% 
48.1% - 56.2% 
0.10% - 1.57% 
0.50 

—% 
39.8% - 48.1% 
1.62% - 2.44% 
0.42 - 0.50 

—% 
40% - 46.0% 
2.00% - 2.56% 
0.50 

75 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Options 

The following table summarizes stock option activity for the periods presented: 

Weighted 
Average 
Exercise 
Price 

Weighted 
Average 
Remaining 
Contractual 
Term 

Aggregate 
Intrinsic 
Value 

Number 
of Options 

(In thousands)   

(Per share) 

(Years) 

  (In thousands) 
31,784   

8.8    $ 

8.0    $ 
8.0  $ 
7.4  $ 
8.0  $ 

47,589   
47,589 
20,558 
47,589 

7.7    $ 
7.7  $ 
6.4  $ 
7.7    $ 

31,489   
31,489 
19,964 
31,489   

7.7    $ 
7.7  $ 
6.7  $ 

85,064   
85,064 
43,889 

Balances at December 31, 2017 

Granted 
Exercised 
Forfeited 

Balances at December 31, 2018 
Options vested and expected to vest at December 31, 2018 
Options vested and exercisable at December 31, 2018 
Balances at December 31, 2018 

Granted 
Exercised 
Forfeited 

Balances at December 31, 2019 
Options vested and expected to vest at December 31, 2019 
Options vested and exercisable at December 31, 2019 
Balance at December 31, 2019 

Granted 
Exercised 
Forfeited 

Balances at December 31, 2020 
Options vested and expected to vest at December 31, 2020 
Options vested and exercisable at December 31, 2020 

3,500     $ 
82    $ 
(637)    $ 
(128)    $ 
2,817     $ 
2,817    $ 
1,095    $ 
2,817    $ 
1,068    $ 
(730)    $ 
(369)    $ 
2,786     $ 
2,786    $ 
1,143    $ 
2,786     $ 
617    $ 
(763)    $ 
(236)    $ 
2,404     $ 
2,404    $ 
1,064    $ 

5.43    
23.17 
2.84    
3.20    
6.64    
6.64 
4.72 
6.64 
26.63 
4.18    
16.31    
13.67    
13.67 
6.17 
13.67    
25.30 
7.82    
20.35    
17.85    
17.85 
12.00 

76 

 
 
 
 
 
 
 
   
 
   
 
   
 
   
 
   
 
   
 
The following table summarizes the status of the Company’s non-vested stock options for the periods presented: 

Non-vested at December 31, 2017 

Granted 
Vested 
Forfeited 

Non-vested at December 31, 2018 

Granted 
Vested 
Forfeited 

Non-vested at December 31, 2019 

Granted 
Vested 
Forfeited 

Non-vested at December 31, 2020 

Number of 
Shares 
(In thousands) 

Weighted 
Average 
Grant Date 
Fair Value 
(Per share) 

2,583     $ 
83    $ 
(816)    $ 
(122)    $ 
1,728     $ 
1,068    $ 
(781)    $ 
(370)    $ 
1,645     $ 
617    $ 
(686)    $ 
(236)    $ 
1,340     $ 

4.32   
10.35 
2.99   
2.32   
5.47   
11.36 
5.35   
7.60   
8.88   
13.44 
8.36   
9.44   
11.17   

The  Company  expects  all  outstanding  stock  options  at  December 31,  2020  to  fully  vest.  During  the  year  ended 
December 31, 2019, $0.5 million of vested stock options were forfeited related to the resignations of key executives. The total 
fair value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $5.7 million, $4.2 million and $2.4 
million, respectively. 

The  total  unrecognized  compensation  expense  related  to  non-vested  stock  options  granted  is  $12.6  million  and  is 
expected  to  be  recognized  over  a  weighted  average  period  of 2.3  years  as of  December 31,  2020. During  the  year  ended 
December  31,  2019,  $1.9 million  of  unrecognized  compensation  expense  related  to  non-vested  stock  options  was  forfeited 
related to the resignation of key executives. 

Incentive Unit Plan 

In  2014  and  2015,  the  Company  granted  shares  of  the  Company’s  common  stock  (the  “incentive  units”)  to  certain 

members of management pursuant to restricted stock agreements (the “RSAs”). 

The incentive units were granted with an exercise price equal to the fair market value on the date of grant, are subject 

to vesting, and if exercised in advance of vesting were subject to the Company’s right to repurchase until vested.  

The Company did not grant any additional incentive units during the years ended December 31, 2020, 2019 or 2018. 
During the year ended December 31, 2018, 1.5 million incentive units were vested with a weighted average grant date fair value 
of $0.05 per share. During 2019, all of the remaining 0.7 million incentive units were vested with a weighted average grant date 
fair value of $0.05 per share. Therefore, as of December 31, 2020, there is no further unrecognized compensation expense or 
intrinsic value related to non-vested incentive units. The total intrinsic value of units unvested as of December 31, 2018 was 
$17.0 million. 

77 

 
 
 
 
 
Restricted Stock Units 

The following provides a summary of the RSU activity for the Company for the periods presented: 

Weighted 
Average 
Grant Date 
Fair Value 

Weighted 
Average 
Remaining 
Contractual 
Term 

Aggregate 
Intrinsic 
Value 

Number of 
Shares 

(In thousands)   

(Per share) 

(Years) 

  (In thousands) 
186   

9.9    $ 

Balances at December 31, 2017 

Granted 
Vested 
Forfeited 

Balances at December 31, 2018 
Units expected to vest at December 31, 2018 
Balances at December 31, 2018 

Granted 
Vested 
Forfeited 

Balances at December 31, 2019 
Units expected to vest at December 31, 2019 
Balances at December 31, 2019 

Granted 
Vested 
Forfeited 

Balances at December 31, 2020 
Units expected to vest at December 31, 2020 

897      $ 
577     $ 
(271)     $ 
(55)     $ 
1,148      $ 
1,148     $ 
1,148     $ 
1,363     $ 
(336)     $ 
(294)     $ 
1,881      $ 
1,881     $ 
1,881     $ 
2,113     $ 
(589)     $ 
(270)     $ 
3,135      $ 
3,135     $ 

12.18    
19.30 
12.61    
17.58    
15.40    
15.40 
15.40 
27.22 
15.94    
20.47    
23.08    
23.08 
23.08 
24.13 
22.26    
23.63    
23.90    
23.90 

1.8    $ 
1.8  $ 
1.8  $ 

26,967   
26,967 
26,967 

1.6    $ 
1.6  $ 
1.6  $ 

44,386   
44,386 
44,386 

1.4    $ 
1.4  $ 

166,927   
166,927 

The Company expects all outstanding RSUs to fully vest. During the year ended December 31, 2019, $0.4 million of 
vested  RSUs  were  forfeited  related  to  the  resignations  of  key  executives. Additionally,  during  the  year  ended  December  31, 
2019, the board of directors approved accelerated vesting of RSUs for an exiting board member that resulted in a modification 
and an immaterial decrease in stock-based compensation expense. 

The  total  unrecognized  compensation  expense  related  to  RSUs  was  $59.1  million  as  of  December 31,  2020  and  is 
expected to be recognized over a weighted average period of 2.7 years. During the year ended December 31, 2019, $2.2 million 
of unrecognized compensation expense related to non-vested RSUs was forfeited related to the resignations of key executives. 

Employee Stock Purchase Plan 

The  Company  initially  reserved 1.8  million  shares  of  common  stock  for  issuance  under  the  ESPP.  The  number  of 
shares available for issuance under the ESPP will increase each January 1 beginning in 2019 by 0.9 million shares of common 
stock. The ESPP will continue in effect unless terminated prior thereto by the Company’s board of directors or compensation 
committee, each of which has the right to terminate the ESPP at any time.  

As of December 31, 2020, 2.6 million shares were available for issuance under the ESPP Plan. During the years ended 
December 31, 2020, 2019 and 2018, approximately 0.4 million, 0.4 million and 0.2 million shares of common stock have been 
purchased or distributed pursuant to the ESPP, respectively. 

78 

 
 
 
 
 
 
 
   
 
   
 
   
 
   
 
   
 
   
 
A summary of the Company’s stock-based compensation expense, which includes stock options, incentive units, RSUs 

and ESPP, is presented below: 

Stock options 
Incentive units 
RSUs 
ESPP 

Total stock-based compensation expense 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

$ 

5,725     $ 
—     
20,819     
2,513     
29,057     $ 

4,958     $ 
351     
11,213     
2,192     
18,714     $ 

3,943   
8,582   
5,352   
1,098   
18,975   

A  summary  of  the  Company’s  stock-based  compensation  expense  as  recognized  on  the  consolidated  statements  of 

operations is presented below: 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

$ 

1,758     $ 
1,963     
6,282     
6,802     
12,252     
29,057     $ 

1,142     $ 
1,379     
3,517     
5,990     
6,686     
18,714     $ 

945   
1,504   
3,026   
7,798   
5,702   
18,975   

Cost of revenue - subscription 
Cost of revenue - services and other 
Research and development 
General and administrative 
Sales and marketing 

Total stock-based compensation expense 

14. Balance Sheet Related Items 

Property and Equipment, Net 

The cost and accumulated depreciation of property and equipment are as follows: 

Computer equipment 
Furniture and fixtures 
Leasehold improvements 
Other 
Total property and equipment 
Less: accumulated depreciation 

Total property and equipment, net 

As of December 31, 

2020 

2019 

(In thousands) 

$ 

$ 

$ 

12,691     $ 
4,392     
14,761     
1,534     
33,378     $ 
(13,935)    
19,443     $ 

10,453   
4,218   
13,807   
1,337   
29,815   
(8,515)  
21,300   

Depreciation expense was $5.7 million, $5.0 million and $1.9 million for the years ended December 31, 2020, 2019 
and  2018,  respectively.  There  were no impairments  of  our  property  and  equipment  for  the  years  ended  December 31,  2020, 
2019 and 2018. 

Prepayments and Other Current Assets and Other Non-Current Assets 

Prepayments  and  other  current  assets  and  other  non-current  assets  include  the  balance  of  contract  assets,  prepaid 
expenses, and other assets. The current portion of these assets is included in prepayments and other current assets and the non-
current  portion  is  included  in  other  non-current  assets,  both  of  which  are  contained  within  the  accompanying  consolidated 
balance sheets. Certain balance sheet items as of December 31, 2019 were revised to be comparable with current period. 

79 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prepayments and other current assets consisted of the following: 

Contract assets 
Prepaid expenses 
Other 

Total prepayments and other current assets 

Other non-current assets consisted of the following: 

Contract assets 
Prepaid expenses 
Other 

Total other non-current assets 

Accrued Expenses and Other Liabilities 

Accrued expenses and other liabilities consisted of the following: 

Commissions 
Bonus 
Operating lease liabilities - current 
Payroll and related benefits 
Indemnification holdbacks 
Other 

Total accrued expenses and other liabilities 

15. Income Taxes 

Income Taxes 

As of December 31, 

2020 

2019 

(In thousands) 

10,679     
12,411     
2,937     
26,027     $ 

2,955   
11,874   
2,136   
16,965   

As of December 31, 

2020 

2019 

(In thousands) 

14,225     
132     
659     
15,016     $ 

4,996   
350   
961   
6,307   

As of December 31, 

2020 

2019 

(In thousands) 

15,169     $ 
20,525     
4,435     
6,163     
2,500     
10,668     
59,460     $ 

9,611   
12,273   
3,951   
3,421   
2,500   
8,458   
40,214   

$ 

$ 

$ 

$ 

Provision for income taxes consists of U.S. and state income taxes and income taxes in certain foreign jurisdictions in 
which the Company conducts business. While the Company is in an overall federal and state deferred tax liability for federal 
and state tax purposes, a partial valuation allowance has been established for federal tax purposes as there are some tax credits 
that are expected to expire prior to utilization. The Company still maintains a full valuation allowance for our Israel tax position 
due to the lack of taxable earnings for the foreseeable future. 

The following table presents consolidated income (loss) before income taxes: 

Domestic 
Foreign 

Total income (loss) before income taxes 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

(15,159)    $ 
(524)    
(15,683)   $ 

(11,289)    $ 
(1,799)    
(13,088)   $ 

6,951   
(2,191)  
4,760   

$ 

$ 

80 

 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
The provision (benefit) for income taxes consisted of the following: 

Current 

Federal 
State 
Foreign 

Total current 

Deferred 

Federal 
State 
Foreign 

Total deferred 

Provision (benefit) for income taxes 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

$ 

—     $ 
399     
1,999     
2,398     

(6,242)    
(940)    
(136)    
(7,318)    
(4,920)    $ 

—     $ 
845     
1,820     
2,665     

(5,731)    
(1,354)    
(168)    
(7,253)    
(4,588)    $ 

—   
630   
1,740   
2,370   

(699)  
(581)  
—   
(1,280)  
1,090   

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and 
liabilities  for  financial  reporting  purposes  and  the  amounts  used  for  income  tax  purposes.  Significant  components  of  the 
Company’s deferred taxes are as follows: 

Deferred tax assets: 

Research and development and other credits 
Net operating loss carryforward 
Deferred revenue 
Stock compensation 
Leases 
Accrued expenses 
Other 

Total deferred tax assets 
Deferred tax liabilities: 

Depreciable and amortizable assets 
Prepaid expenses 
Convertible senior notes 
Intangibles 

Total deferred tax liability, net 
Less valuation allowance for deferred tax assets 
Net deferred tax liability 

As of December 31, 

2020 

2019 

(In thousands) 

$ 

$ 

9,777     $ 
9,654     
9,864     
4,284     
2,203     
4,341     
1,241     
41,364     

(2,674)    
(11,361)    
(8,146)    
(13,077)    
6,106     
(7,435)    
(1,329)    $ 

6,848   
9,609   
7,853   
2,826   
2,300   
2,605   
528   
32,569   

(2,973)  
(7,382)  
(9,975)  
(16,687)  
(4,448)  
(4,452)  
(8,900)  

As of December 31, 2020 and 2019, the Company had federal net operating loss carryforwards of approximately $16.2 
million and $24.2 million, respectively, and research and development credits of approximately $10.9 million and $7.7 million, 
respectively, which will begin to expire  beginning in 2034 and 2025,  respectively, if not utilized prior  to  that  time. While the 
Tax Cuts and Jobs Act (“TCJA”) changed the net operating loss carryforward from 20 years to indefinitely, the Company has 
pre-TCJA net operating losses that are subject to the 20-year limitation. Utilization of the net operating loss and research and 
development credit carryforwards is subject to an annual limitation due to the “change in ownership” provisions of the Internal 
Revenue  Code. However,  management  has  determined  via  a  formal  analysis  that  the  annual  limitation  will  not  result  in  the 
expiration of net operating loss and research credit carryforwards prior to utilization. 

81 

 
 
 
 
 
 
 
   
   
   
   
 
 
 
 
 
 
   
   
 
As  of  December 31,  2020  and  2019,  the  Company’s  gross  deferred  tax  assets  exceeded  the  Company’s  reversing 
taxable temporary differences in Israel. Given the Company’s lack of earnings history in Israel, management determined it was 
not  more  likely  than  not  that  the  benefit  of  the  Company’s  gross  deferred  tax  assets  that  exceeded  its  reversing  taxable 
temporary differences would be realized. Thus, a valuation allowance totaling $6.1 million and $4.5 million was recorded as of 
December 31, 2020 and 2019, respectively. 

As of December 31, 2020 and 2019, the Company is in an overall deferred tax liability position for U.S. tax purposes. 
However,  in  2020,  some  of  the  Company's  gross  deferred  tax  assets  exceed  its  taxable  temporary  differences.  As  a  result, 
management determined at December 31,  2020, that  a valuation allowance  is  required. Accordingly,  a $1.4 million valuation 
allowance was recorded as of December 31, 2020 against the Company’s U.S. gross deferred tax assets. There was no valuation 
allowance required for 2019. 

The following table reconciles the Company’s effective tax rate to the federal statutory tax rate: 

U.S. federal taxes at statutory rate 
State taxes, net of federal benefit 
Foreign tax rate differentials 
Research and development credit 
Amended federal return due to law change 
Stock options 
Permanent differences and other 
Change in state rate 
Change in valuation allowance due to operations 
Other 

Total 

2020 

Year Ended December 31, 
2019 

2018 

21.0 %   
5.1 
(5.9)
22.8 
— 
11.5 
(1.8)
(3.7)
(16.3)
(1.3)
31.4 %   

21.0 %   
3.6 
(7.6)
18.7 
— 
16.9 
(5.2)
— 
(11.3)
(1.0)
35.1 %   

21.0  % 
9.6    
16.7    
(26.2)   
(18.8)   
(0.1)   
3.8    
—    
21.1    
(4.2)   
22.9  % 

The reconciliation of unrecognized tax benefits is as follows: 

2020 

Year Ended Year Ended December 31,  
2019 
(In thousands) 

2018 

Beginning Balance 

Additions based on tax positions related to prior year 
Reductions based on tax positions related to prior year 
Additions based on tax positions related to current year 

Ending Balance 

$ 

$ 

2,307     $ 
31     
(229)    
397     
2,506    $ 

2,287     $ 
—     
(204)    
224     
2,307    $ 

1,863   
—   
(263)  
687   
2,287   

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. 

During the years ended December 31, 2020, 2019 and 2018 the Company did not record any material interest or penalties. 

The Company files income tax returns in the U.S. federal, states, and foreign jurisdictions. The Company is no longer 
subject  to  U.S.  federal  income  tax  examinations  for  years  before  2017 and  is no  longer  subject  to  state,  local  and  foreign 
income tax examinations by tax authorities for years before 2016. The Company is currently under audit for income tax in a 
single foreign jurisdiction. The audit is ongoing and is not expected to materially impact the consolidated financial statements. 
The Company has an Uncertain Tax Position reserve related to this foreign jurisdiction filing that should sufficiently cover any 
related assessment. 

The  global  intangible  low-taxed  income  (“GILTI”)  provisions  will  be  applied  providing  an  incremental  tax  on  low 
taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in 
excess of an allowable return on the foreign subsidiary’s tangible assets. For the years ended December 31, 2020 and 2019, the 
Company determined it was in an aggregated net loss position with respect to its controlled foreign corporations. Thus, there is 
no GILTI tax liability as of December 31, 2020 or 2019. 

82 

 
 
 
 
 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
 
 
 
16. Net Income (Loss) Per Share Attributable to Common Stockholders 

Basic  and  diluted  net  income  (loss)  per  share  is  computed  by  dividing  net  income  (loss)  attributable  to  common 
stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is 
calculated  using  our  weighted  average  outstanding  common  shares  including  the  dilutive  effect  of  stock  awards.  In  periods 
when the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss 
per share calculation as their inclusion would have an anti-dilutive effect. 

The following table sets forth the calculation of basic and diluted net income (loss) per share for the periods presented: 

2020 

Year Ended December 31, 
2019 
(In thousands, except per share data) 

2018 

Numerator 

Net income (loss) 
Earnings allocated to participating securities 
Net income (loss) available to common stockholders 

Denominator 
Weighted average shares outstanding 

Basic 
Diluted 

Net income (loss) attributable to common stockholders 
per share 
Basic 
Diluted 

$ 

$ 

$ 
$ 

(10,763)    $ 
—   
(10,763)    $ 

(8,500)    $ 
—   
(8,500)    $ 

3,670   
(29)  
3,641   

90,512     
90,512     

88,907    
88,907    

86,495   
90,003   

(0.12)    $ 
(0.12)   $ 

(0.10)    $ 
(0.10)   $ 

0.04   
0.04   

The following weighted average outstanding shares of common stock equivalents were excluded from the computation 
of  the  diluted  net  income  (loss)  per  share  attributable  to  common  stockholders  for  the periods  presented  because  their  effect 
would have been anti-dilutive: 

Stock options to purchase common stock 
RSUs issued and outstanding 
ESPP 
Convertible senior notes 

Total 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

2,738     
3,027     
115     
1,311     
7,191     

3,037    
1,899    
15    
—    
4,951    

36   
13   
—   
—   
49   

As we expect to settle the principal amount of the Notes in cash and any excess in shares of the Company’s common 
stock,  the  Company  uses  the  treasury  stock  method  for  calculating  any  potential  dilutive  effect  of  the  conversion  spread  on 
diluted  net  income  per  share,  if  applicable. The  conversion  spread  of  approximately 14.1  million  shares  will  have  a  dilutive 
impact  on  diluted  net  income  per  share  of  common  stock  when  the  average  market  price  of  our  common  stock  for  a  given 
period exceeds the conversion price of $28.42 per share. 

The denominator for diluted net income per share does not include any effect from the Capped Call Transactions the 
Company  entered  into  concurrently  with  the  issuance  of  the  Notes  as  this  effect  would  be  anti-dilutive.  In  the  event  of 
conversion, if shares are delivered to the Company under the capped call, they will offset the dilutive effect of the shares that 
the Company would issue under the Notes. 

83 

 
 
 
 
 
 
 
 
 
   
 
 
 
   
  
 
   
  
 
 
   
   
 
   
   
 
 
 
 
 
 
17. Geographic Information and Major Customers. 

Operating segments are defined as components of an enterprise about which separate financial information is available 
that  is  evaluated  regularly  by  the  chief  operating  decision  makers  in  deciding  how  to  allocate  resources  and  in  assessing 
performance.  Our  chief  operating  decision  makers  allocate  resources  and  assess  performance  based  on  financial  information 
presented at a consolidated level. Accordingly, the Company determined that we operate as one reportable segment. 

The following is a summary of consolidated revenues within geographic areas for the periods presented: 

United States 
EMEA (1) 
Rest of the World (1) 
Total revenue 

2020 

Year Ended December 31, 
2019 
(In thousands) 

2018 

$ 

$ 

263,332     $ 
62,249    
39,673    
365,254     $ 

204,500     $ 
54,315     
29,700     
288,515     $ 

171,497   
49,871   
27,552   
248,920   

(1) 

No single country outside of the United states represented more than 10% of our revenue. 

18. Employee Benefit Plans 

The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code 
(the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and 
allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. To date, the Company has 
made no contributions to the 401(k) Plan. 

19. Subsequent Events 

On  February 22,  2021,  SailPoint  Technologies,  Inc.,  a  Delaware  corporation  and  wholly  owned  subsidiary  of  the 
Company,  completed  its  acquisition  of  Intello  Inc.,  a  Delaware  corporation  ("Intello"),  which  is  an  early-stage  SaaS 
management company that helps organizations to discover, manage, and secure SaaS applications. Pursuant to the terms of the 
Agreement  and  Plan  of  Merger  (the  “Intello  Merger Agreement”),  Icebreaker  Merger  Sub,  Inc.  merged  with  and  into  Intello 
with  Intello  continuing  as  the  surviving  corporation.  The  aggregate  consideration  paid  for  Intello  was  approximately 
$43.0 million, a portion of which will be held in escrow for a period, pending satisfaction of certain indemnification obligations 
of the equity holders of Intello under the Intello Merger Agreement. 

84 

 
 
 
 
 
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 

None 

Item 9A. Controls and Procedures 

Evaluation of Disclosure Controls and Procedures 

Our  disclosure  controls  and  procedures  (as  defined  in  Rules  13a-15(e)  and  15d-15(e)  under  the  Exchange Act)  are 
designed  to  ensure  that  information  required  to  be  disclosed  in  the  reports  that  we  file or  submit  under  the  Exchange Act  is 
recorded,  processed,  summarized,  and  reported  within  the  time  periods  specified  in  the  rules  and  forms  of  the  SEC  and  to 
ensure  that  information  required  to  be  disclosed  is  accumulated  and  communicated  to  management,  including  our  Chief 
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding disclosure. Our CEO and 
CFO,  with  assistance  from  other  members  of  management,  have  reviewed  the  effectiveness  of  our  disclosure  controls  and 
procedures as of December 31, 2020 and, based on their evaluation, have concluded that the disclosure controls and procedures 
were effective as of such date. 

Management’s Report on Internal Control over Financial Reporting 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting 
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to 
provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the  presentation  of  financial  statements  for 
external purposes in accordance with U.S. generally accepted accounting principles. 

In connection with the preparation of this Annual Report on Form 10-K, our management assessed the effectiveness of 
our internal control over financial reporting as of December 31, 2020. In making this assessment, it used the criteria set forth by 
the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission  (“COSO”)  in  Internal  Control—Integrated 
Framework  (2013  framework).  Based  on  such  assessment,  our  management  concluded  that,  as  of  December 31,  2020,  our 
internal control over financial reporting was effective based on those criteria. 

Grant  Thornton  LLP,  an  independent  registered  public  accounting  firm,  issued  an  attestation  report  on  our  internal 
control over financial reporting. This report is included within Item 8 of Part II of this Annual Report on Form 10-K under the 
heading “Report of Independent Registered Public Accounting Firm.” 

Changes in Internal Control over Financial Reporting 

There  were  no  changes  in  the  Company’s  internal  control over  financial  reporting  as  defined  in  Exchange Act  Rule 
13a-15(d)  and  15d-15(d)  during  our  quarter  ended  December 31,  2020  that  materially  affected,  or  are  reasonably  likely  to 
materially affect, our internal control over financial reporting. 

Item 9B. Other Information 

None 

85 

 
PART III 

Item 10. Directors, Executive Officers and Corporate Governance 

The  information  called  for by  this  item  will  be  included  in  our  definitive  proxy  statement  with  respect  to  our  2021 

Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference. 

Item 11. Executive Compensation 

The  information  called  for by  this  item  will  be  included  in  our  definitive  proxy  statement  with  respect  to  our  2021 

Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference. 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

The  information  called  for by  this  item  will  be  included  in  our  definitive  proxy  statement  with  respect  to  our  2021 

Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference. 

Item 13. Certain Relationships and Related Transactions, and Director Independence 

The  information  called  for by  this  item  will  be  included  in  our  definitive  proxy  statement  with  respect  to  our  2021 

Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference. 

Item 14. Principal Accountant Fees and Services 

The  information  called  for by  this  item  will  be  included  in  our  definitive  proxy  statement  with  respect  to  our  2021 

Annual Meeting of Stockholders to be filed with the SEC and is incorporated herein by reference. 

86 

 
Item 15. Exhibits and Financial Statement Schedules. 

(a) The following documents are filed as part of this Annual Report on Form 10‑K:  

PART IV 

1. Financial Statements 

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 

8 of this Annual Report on Form 10-K. 

2. Financial Statement Schedules 

All schedules have been omitted as they are either not required, not applicable or the required information is included 

in the consolidated financial statements or notes thereto. 

3. See Item 15(b) 

(b) Exhibits: 

87 

 
Exhibit 
Number  
2.1*** 

2.2*** 

3.1 

3.2 

4.1 

4.2 

4.3 

4.4 

10.1 

10.2+ 

10.3+ 

10.4+ 

Description 

Agreement and Plan of Merger, by and among SailPoint Technologies, Inc., Whaler Merger Sub, Inc., Orkus, Inc., 
and Aspect Ventures II, L.P., dated as of October 7, 2019 (incorporated by reference to Exhibit 2.1 to the Company’s 
Current Report on Form 8-K (File No. 001-38297), filed with the Securities and Exchange Commission on October 
16, 2019). 

Agreement and Plan of Merger, by and among SailPoint Technologies, Inc., Osprey Merger Sub, Inc., Overwatch.ID, 
Inc.,  and  Shareholder  Representative  Services  LLC,  dated  as  of  October  10,  2019  (incorporated  by  reference  to 
Exhibit  2.2  to  the  Company’s  Current  Report  on  Form  8-K  (File  No.  001-38297),  filed  with  the  Securities  and 
Exchange Commission on October 16, 2019). 

Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-38297)). 

Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s 
Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-38297)). 

Form of common stock certificate of the Company (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to 
the Company’s Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange 
Commission on November 6, 2017). 

Indenture, dated as of September 24, 2019, between SailPoint Technologies Holdings, Inc. and U.S. Bank National 
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File 
No. 001-38297), filed with the Securities and Exchange Commission on September 25, 2019). 

Form  of  0.125%  Convertible  Senior  Notes  due  2024  (incorporated  by  reference  to  Exhibit  4.1  to  the  Company’s 
Current  Report  on  Form  8-K  (File  No.  001-38297),  filed  with  the  Securities  and  Exchange  Commission  on 
September 25, 2019). 

Description of Securities of the Company (incorporated by reference to Exhibit 4.4 to the Company's Annual Report 
on Form 10-K for the year ended December 31, 2019 (File No. 001-38297)). 

Lease,  dated  October  2,  2017,  by  and  between  BDN  Four  Points  Land  LP  and  SailPoint  Technologies,  Inc. 
(incorporated  by  reference  to  Exhibit  10.24  to  the  Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-
221036), filed with the Securities and Exchange Commission on October 20, 2017). 

Form  of  Indemnification  Agreement  between  the  Company  and  each  of  its  directors  and  executive  officers 
(incorporated  by  reference  to  Exhibit  10.3  to  the  Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-
221036), filed with the Securities and Exchange Commission on October 20, 2017). 

SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive Plan. (incorporated by reference to Exhibit 10.10 to 
the Company’s Registration Statement on Form S-1 (File No. 333-221679), filed with the Securities and Exchange 
Commission on May 21, 2018). 

Form of Notice of Grant of Stock Option under the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive 
Plan  (incorporated  by  reference  to  Exhibit  10.6  to Amendment  No. 2  to  the  Company’s  Registration  Statement  on 
Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on November 6, 2017). 

88 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number  
10.5+ 

10.6+ 

10.7+ 

10.8+ 

10.9+ 

10.10+ 

10.11+ 

10.12+ 

10.13+ 

10.14+ 

Description 

Form of Stock Option Agreement under the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive Plan 
(incorporated by reference to Exhibit 10.8 the Company’s Annual Report on Form 10-K for the year ended December 
31, 2018 (File No. 001-38297)). 

Form of Notice of Stock Option Exercise under the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive 
Plan  (incorporated  by  reference  to  Exhibit  10.8  to Amendment  No. 2  to  the  Company’s  Registration  Statement  on 
Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on November 6, 2017). 

Form of Notice of Grant of Restricted Stock Units under the SailPoint Technologies Holdings, Inc. 2017 Long Term 
Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.9  to  Amendment  No.  2  to  the  Company’s  Registration 
Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on November 6, 
2017). 

Form of Restricted Stock Unit Agreement under the SailPoint Technologies Holdings, Inc. 2017 Long Term Incentive 
Plan  (incorporated  by  reference  to  Exhibit  10.11  the  Company’s Annual  Report  on  Form  10-K  for  the  year  ended 
December 31, 2018 (File No. 001-38297)). 

Amended  and  Restated  Senior  Management  and  Restricted  Stock  Agreement,  dated  November  5,  2017,  by  and 
among  SailPoint  Technologies  Holdings,  Inc.,  SailPoint  Technologies,  Inc.  and  Mark  McClain  (incorporated  by 
reference to Exhibit 10.12 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-
221036), filed with the Securities and Exchange Commission on November 14, 2017). 

Amendment No. 1 to Amended and Restated Senior Management and Restricted Stock Agreement, dated as of April 
2, 2019, by and among the Company, SailPoint Technologies, Inc. and Mark McClain (incorporated by reference to 
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 001-
38297)). 

Form  of Amended  and  Restated  Restricted  Stock Agreement  by  and  among  SailPoint  Technologies  Holdings,  Inc. 
and [Purchaser] (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the 
year ended December 31, 2017 (File No. 001-38297)). 

Form  of  Early  Exercise  Incentive  Stock  Option  Agreement  under  the  SailPoint  Technologies,  Holdings,  Inc. 
Amended and Restated 2015 Stock Option Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to 
the Company’s Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange 
Commission on November 6, 2017). 

Sales Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to the Company’s Registration 
Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on November 6, 
2017). 

SailPoint Technologies  Holdings,  Inc. Amended  and  Restated  2015  Stock  Option  and  Grant  Plan  (incorporated  by 
reference to Exhibit 10.19 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-
221036), filed with the Securities and Exchange Commission on November 6, 2017). 

89 

 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number  
10.15+ 

10.16+ 

10.17+ 

10.18+ 

10.19+ 

10.20+ 

10.21+ 

10.22+ 

10.23+ 

10.24+ 

Description 

Form of Non-qualified Stock Option Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option 
and Grant Plan (Time and Performance Vesting) (incorporated by reference to Exhibit 10.20 to Amendment No. 2 to 
the Company’s Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange 
Commission on November 6, 2017). 

Form of Non-qualified Stock Option Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option 
and  Grant  Plan  (Time-Based  Vesting)  (incorporated  by  reference  to  Exhibit  10.25  to  Amendment  No.  2  to  the 
Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and  Exchange 
Commission on November 6, 2017). 

Form of Incentive Stock Option Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option and 
Grant Plan (Time and Performance Vesting) (incorporated by reference to Exhibit 10.26 to Amendment No. 2 to the 
Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and  Exchange 
Commission on November 6, 2017). 

Form of Incentive Stock Option Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option and 
Grant Plan (Time-Based Vesting) (incorporated by reference to Exhibit 10.27 to Amendment No. 2 to the Company’s 
Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on 
November 6, 2017). 

Form of Restricted Stock Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant 
Plan  (Time  and  Performance  Vesting)  (incorporated  by  reference  to  Exhibit  10.28  to  Amendment  No.  2  to  the 
Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and  Exchange 
Commission on November 6, 2017). 

Form of Restricted Stock Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant 
Plan  (Time-Based  Vesting)  (incorporated  by  reference  to  Exhibit  10.29  to  Amendment  No.  2  to  the  Company’s 
Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on 
November 6, 2017). 

SailPoint  Technologies  Holdings,  Inc.  2015  Stock  Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.30  to 
Amendment  No.  2  to  the  Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the 
Securities and Exchange Commission on November 6, 2017). 

Form  of  Notice  of  Option  Grant  under  the  SailPoint  Technologies  Holdings,  Inc.  2015  Stock  Incentive  Plan 
(incorporated by reference to Exhibit 10.31 to Amendment No. 2 to the Company’s Registration Statement on Form 
S-1 (File No. 333-221036), filed with the Securities and Exchange Commission on November 6, 2017). 

Form  of  Notice  of  Grant  of  Restricted  Share  Units  under  the  SailPoint  Technologies  Holdings,  Inc.  2015  Stock 
Incentive Plan (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the 
year ended December 31, 2018 (File No. 001-38297)). 

Form of Restricted Share Unit Agreement under the SailPoint Technologies Holdings, Inc. 2015 Stock Incentive Plan 
(incorporated  by  reference  to  Exhibit  10.30  to  the  Company’s  Annual  Report  on  Form  10-K  for  the  year  ended 
December 31, 2018 (File No. 001-38297)). 

10.25+*    SailPoint Technologies Holdings, Inc. Employee Stock Purchase Plan. 

10.26+ 

Form of Employee Co-Invest Stock Purchase Agreement (incorporated by reference to Exhibit 10.33 to Amendment 
No.  2  to  the  Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and 
Exchange Commission on November 6, 2017). 

90 

 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number  
10.27+ 

10.28+ 

10.29+ 

10.30+ 

10.31+ 

10.32 

10.33 

10.34 

Description 

Form  of  Director  Purchase  Agreement  (incorporated  by  reference  to  Exhibit  10.34  to  Amendment  No.  2  to  the 
Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and  Exchange 
Commission on November 6, 2017). 

Form  of  Notice  of  Grant  of  Restricted  Stock  Units  (Non-Employee  Directors)  under  the  SailPoint  Technologies 
Holdings, Inc. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 10.35 to Amendment No. 2 to 
the Company’s Registration Statement on Form S-1 (File No. 333-221036), filed with the Securities and Exchange 
Commission on November 6, 2017). 

Form  of  Restricted  Stock  Unit Agreement  (Non-Employee  Directors)  under  the  SailPoint  Technologies  Holdings, 
Inc.  2017  Long  Term  Incentive  Plan  (incorporated  by  reference  to  Exhibit  10.36  to  Amendment  No.  2  to  the 
Company’s  Registration  Statement  on  Form  S-1  (File  No.  333-221036),  filed  with  the  Securities  and  Exchange 
Commission on November 6, 2017). 

Summary  of  Non-Employee  Director  Compensation  (incorporated  by  reference  to  Exhibit  10.2  to  the  Company’s 
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No. 001-38297)). 

SailPoint Technologies  Holdings,  Inc.  Severance  Pay  Plan,  dated  November 6,  2018  (incorporated  by  reference  to 
Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-
38297)). 

Credit Agreement,  dated  as  of  March  11,  2019,  among  the  Company,  SailPoint  Technologies,  Inc.,  the  other  loan 
parties  party  thereto,  the  lenders  party  thereto,  Citibank,  N.A.,  as  administrative  agent,  sole  lead  arranger  and  sole 
bookrunner,  and  Royal  Bank of  Canada  and  Bank  of America,  N.A.,  as  co-documentation  agents (incorporated  by 
reference  to  Exhibit  10.1  to  the  Company’s  Current  Report  on  Form  8-K  (File  No.  001-38297),  filed  with  the 
Securities and Exchange Commission on March 15, 2019). 

Amendment  No.  1  to  Credit  Agreement,  dated  as  of  September  18,  2019,  among  the  Company,  SailPoint 
Technologies,  Inc.,  the  other loan  parties  party  thereto,  the  lenders  party  thereto,  Citibank,  N.A.,  as  administrative 
agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report 
on Form 8-K (File No. 001-38297), filed with the Securities and Exchange Commission on September 18, 2019). 

Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 
Form 8-K (File No. 001-38297), filed with the Securities and Exchange Commission on September 25, 2019). 

10.35+*    Form of Separation Agreement, by and between SailPoint Technologies, Inc. and [Officer]. 

10.36+   
10.37+ 

10.38+ 

Offer Letter, dated July 2, 2015, by and between SailPoint Technologies, Inc. and Juliette Rizkallah (incorporated by 
reference to Exhibit 10.15 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File 
No. 001-38297)). 

Offer  Letter,  dated  May  3,  2019,  by  and  between  SailPoint  Technologies,  Inc.  and  Jason  Ream  (incorporated  by 
reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File 
No. 001-38297)). 

Offer Letter, dated August 19, 2019, by  and between  SailPoint Technologies,  Inc. and Matt Mills (incorporated by 
reference  to  Exhibit  10.1  to  the  Company’s  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended  September  30, 
2019 (File No. 001-38297)). 

10.39+*    Offer Letter, dated February 1, 2017, by and between SailPoint Technologies, Inc. and Chris Schmitt. 

91 

 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number   
21.1* 

  List of subsidiaries of the Company. 

Description 

23.1* 

31.1* 

31.2* 

32.1** 

32.2** 

  Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. 

Certification  of  Principal  Executive  Officer  Pursuant  to  Rules  13a-14(a)  and  15d-14(a)  under  the  Securities 
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

Certification  of  Principal  Financial  Officer  Pursuant  to  Rules  13a-14(a)  and  15d-14(a)  under  the  Securities 
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002. 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002. 

101.INS* 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its 
XBRL tags are embedded within the Inline XBRL document. 

101.SCH*    Inline XBRL Taxonomy Extension Schema Document. 
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document. 
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document. 
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document. 
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document. 

104 

  Cover Page Interactive Data File (embedded within the Inline XBRL document) 

* 
** 

*** 

+ 

Filed herewith. 
Furnished  herewith  (such  certification  shall  not  be deemed  “filed”  for  purposes  of  Section  18  of  the  Exchange Act, 
except to the extent that the Company specifically incorporates it by reference). 
Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any 
omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request. 
Management contract or compensatory plan or arrangement. 

Item 16. Form 10-K Summary 

None. 

92 

 
 
 
 
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant 

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

SIGNATURES 

Date: February 25, 2021 

Date: February 25, 2021 

By: 

By: 

SailPoint Technologies Holdings, Inc., 

/s/Mark McClain 
Mark McClain 
Chief Executive Officer and Director 

/s/Jason Ream 
Jason Ream 
Chief Financial Officer 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by 

the following persons on behalf of the registrant in the capacities and on the dates indicated.  

Name 

/s/Mark McClain 
Mark McClain 

/s/Jason Ream 
Jason Ream 

/s/Eric Domagalski 
Eric Domagalski 

/s/William Gregory Bock 
William Gregory Bock 

/s/Cam McMartin 
Cam McMartin 

Heidi Melin 
/s/ Heidi Melin 

/s/James Michael Pflaging 
James Michael Pflaging 

Michael J. Sullivan 
/s/ Michael J. Sullivan 

/s/ Tracey E. Newell 
Tracey E. Newell 

Title 

Date 

  Chief Executive Officer and Director 

(Principal Executive Officer) 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

February 25, 2021 

Chief Financial Officer 
(Principal Financial Officer) 

Chief Accounting Officer 
(Principal Accounting Officer) 

Director 

Director 

Director 

Director 

Director 

Director 

93 

 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
  
  
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
  
  
 
 
 
 
 
[THIS PAGE INTENTIONALLY LEFT BLANK]

Corporate Information

Executive Officers:

Corporate Headquarters:

SailPoint Technologies Holdings, Inc.
11120 Four Points Drive, Suite 100
Austin, Texas 78726

Stock Transfer Agent:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
(800) 937-5449 

Investor Relations:

investors.sailpoint.com
investor@sailpoint.com
(512) 664-8916

Stock Exchange Listing:

NYSE Symbol: SAIL

Mark McClain
Chief Executive Officer and Director 

Jason Ream
Chief Financial Officer  

Matt Mills
President, Worldwide Field Operations

Chris Schmitt
Executive Vice President, 
General Counsel and Secretary 

Grady Summers
Executive Vice President, 
Product

Board of Directors:

William G. Bock

Mark McClain

Cam McMartin

Heidi M. Melin

Tracey E. Newell

James M. Pflaging

Michael J. Sullivan

 
 
 
 
 
 
 
 
 
 
sailpoint.com