nCino, Inc DEF 14A, filed May 9, 2025
nCino, Inc. (NCNO)
About this DEF 14A
nCino, Inc filed this DEF 14A on May 9, 2025.
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 2025
TO OUR STOCKHOLDERS:
Notice is hereby given that the 2025 annual meeting of stockholders (the “Annual Meeting”) of nCino, Inc., a Delaware corporation (the “Company”), will be held via live audio webcast on June 18, 2025, at 10:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/NCNO2025, to consider the following matters, as more fully described in the proxy statement accompanying this notice:
| 1. | the election of two Class II directors named in the proxy statement; |
| 2. | the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; |
| 3. | the advisory vote to approve the compensation paid to our named executive officers; |
| 4. | the approval of an amendment to the Company’s Certificate of Incorporation to provide for the declassification of the board; |
| 5. | the stockholder proposal regarding declassification of the board; and |
| 6. | the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof. |
Stockholders of record at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting via the live webcast, please authorize proxies to cast your votes today by following the easy instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of proxy materials, on the proxy card enclosed with the proxy materials.
YOUR VOTE IS IMPORTANT
You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.
Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend in person.
You can find detailed information regarding voting in the section entitled “General Information” in the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2025
The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2025, are available at www.proxyvote.com.
| By order of the board of directors |
| Sincerely,
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| Sean Desmond Chief Executive Officer |
| Wilmington, North Carolina—May 9, 2025 |
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| PROPOSAL ONE – ELECTION OF CLASS II DIRECTORS | 8 | |||
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| CORPORATE GOVERNANCE | 12 | |||
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| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 20 | |||
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nCino, Inc.
6770 Parker Farm Drive
Wilmington, North Carolina 28405
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 2025
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished to stockholders of nCino, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors for use at our 2025 annual meeting of stockholders to be held on June 18, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held via live webcast accessible at www.virtualshareholdermeeting.com/NCNO2025 at 10:00 a.m. Eastern Time.
Please note that information contained on our website does not constitute a part of, and is not incorporated by reference into, this proxy statement.
THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR YOUR CONVENIENCE AND INCLUDES ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
QUESTIONS AND ANSWERS
Why am I receiving these materials?
We are distributing our proxy materials because our board of directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.
Why did I receive an Internet Notice instead of a full set of printed proxy materials?
As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, available to our stockholders electronically via the Internet at www.proxyvote.com. On or about May 9, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.
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What proposals will be voted on at the Annual Meeting?
Stockholders will vote on five proposals at the Annual Meeting:
| • | the election of two Class II directors named in this proxy statement; |
| • | the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; |
| • | the advisory vote to approve the compensation paid to our named executive officers; |
| • | a management proposal on an amendment to the Company’s Certificate of Incorporation to provide for the declassification of the board; and |
| • | a stockholder proposal on board declassification. |
We will also consider other business, if any, that properly comes before the Annual Meeting.
What happens if other business not discussed in this proxy statement comes before the meeting?
The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Delaware law, the Company representatives will use their discretion in casting all of the votes that they are entitled to cast.
How does the board of directors recommend that stockholders vote on the proposals?
Our board of directors recommends that stockholders vote “FOR” the election of each Class II director nominee, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026, “FOR” the advisory vote to approve the compensation of our named executive officers, and “FOR” the approval of the management proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for the declassification of the board. The board of directors makes no recommendation with regard to the stockholder proposal on board declassification.
Who is entitled to vote?
The record date for the Annual Meeting is the close of business on April 21, 2025. As of the record date, 115,215,186 shares of common stock, par value $0.0005 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.
How Will the Virtual Annual Meeting be Conducted and How Can I Attend?
In order to continue providing expanded access, improved communication and cost savings for our stockholders and our Company, we will hold the Annual Meeting as a completely “virtual” meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NCNO2025. Such questions must be confined to matters properly before the Annual Meeting and of general Company concern. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Company will post the rules of conduct for the Annual Meeting to its investor relations website prior to the meeting. A recording of the Annual Meeting will be available at www.virtualshareholdermeeting.com/NCNO2025 following the Annual Meeting for one year.
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Stockholders will have the opportunity to submit questions through the virtual meeting website during the Annual Meeting. To submit questions, you must be properly logged into the meeting website with your 16-digit control number included in your proxy materials. We will endeavor to answer as many questions submitted by stockholders as time permits at the Annual Meeting. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
The meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online access will open at 9:45 a.m., Eastern Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page www.virtualshareholdermeeting.com/NCNO2025.
How can I vote my shares without attending the Annual Meeting?
If you are a holder of record of shares of common stock of the Company, you may direct your vote without attending the Annual Meeting by following the instructions on the Internet Notice or proxy card to vote by Internet or by telephone, or by signing, dating and mailing a proxy card.
If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the Annual Meeting by signing, dating and mailing your voting instruction card. Internet or telephonic voting may also be available. Please see your voting instruction card provided by your broker, bank or other nominee for further details.
Can I change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:
| • | delivering a written notice of revocation of your proxy to the attention of the Corporate Secretary at the following address: 6770 Parker Farm Drive, Wilmington, North Carolina 28405; |
| • | delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or |
| • | attending the virtual Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy. |
If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or as otherwise instructed by such bank, broker or nominee.
What is a broker non-vote?
Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026 (Proposal Two). The election of the Class II directors (Proposal One), the advisory vote to approve the compensation of our named executive officers
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(Proposal Three), the vote to approve the management proposal to amend the Company’s Certificate of Incorporation to provide for the declassification of the board (Proposal Four), and the stockholder proposal regarding board declassification (Proposal Five), are non-routine matters.
A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercises his/her/its discretionary voting authority on Proposal Two, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal One, Proposal Three, Proposal Four, Proposal Five, and any other non-routine matters that are properly presented at the Annual Meeting. A broker non-vote will have no impact on the voting results with respect to Proposals One, Three, and Five. However, a broker non-vote will have the same effect as a vote against Proposal Four. There will not be any broker non-votes on Proposal Two.
What constitutes a quorum?
The presence at the Annual Meeting, either in person or by proxy, of holders of a majority of the aggregate number of shares of our issued and outstanding common stock entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.
What vote is required to approve each matter to be considered at the Annual Meeting?
Proposal One: Election of the Two Class II Directors Named in this Proxy Statement.
We have implemented a majority of votes cast standard for uncontested director elections in our Amended and Restated Bylaws. To be elected, each director must receive a majority of the votes cast with respect to that director’s election. “Majority of the votes cast” means that the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director.
Our Corporate Governance Guidelines provide that any incumbent director who is not re-elected in an election in which majority voting applies must tender his or her resignation to our board of directors promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to our board of directors as to whether to accept or reject the resignation or whether other action should be taken.
An abstention or a broker non-vote on Proposal One will not have any effect on the election of the director.
Proposal Two: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2026.
The affirmative vote of the majority of our shares of common stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required for the approval of Proposal Two.
An abstention on Proposal Two will have the same effect as a vote against Proposal Two. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal Two.
Proposal Three: Advisory Vote to Approve the Compensation of our Named Executive Officers.
The affirmative vote of the majority of our shares of common stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required for the approval of Proposal Three.
An abstention on Proposal Three will have the same effect as a vote against Proposal Three. A broker non-vote on Proposal Three will not have any effect on the voting results.
As an advisory vote, this proposal is non-binding. Although the vote is non-binding, our board of directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
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Proposal Four: Management Proposal to Amend the Company’s Certificate of Incorporation to provide for the declassification of the board.
The affirmative vote of the holders of at least sixty six and two-thirds percent (66 2/3%) of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required for the approval of Proposal Four.
An abstention on Proposal Four will have the same effect as a vote against Proposal Four. A broker non-vote on Proposal Four will also have the same effect as a vote against Proposal Four.
Proposal Five: A Stockholder Proposal Regarding Board Declassification.
The affirmative vote of the majority of our shares of common stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required for the approval of Proposal Five.
An abstention on Proposal Five will have the same effect as a vote against Proposal Five. A broker non-vote on Proposal Five will not have any effect on the voting results.
What is the deadline for submitting a proxy?
To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Time on June 17, 2025, and proxies submitted by mail should be received by the close of business on June 17, 2025.
What does it mean if I receive more than one Internet Notice or proxy card?
If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.
How will my shares be voted if I return a blank proxy card or a blank voting instruction card?
If you are a holder of record of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted:
| • | “FOR” the election of the two Class II nominees for director named in this proxy statement; |
| • | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; |
| • | “FOR” the advisory vote to approve the compensation paid to our named executive officers; and |
| • | “FOR” the management proposal to amend the Company’s Certificate of Incorporation to provide for the declassification of the board. |
| • | “ABSTAIN” on the stockholder proposal regarding the declassification of the board. |
If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:
| • | will be counted as present for purposes of establishing a quorum; |
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| • | will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026 (Proposal Two); and |
| • | may not be voted in connection with the election of the Class II directors named in this proxy statement (Proposal One), the advisory vote to approve the compensation of our named executive officers (Proposal Three), the management proposal to amend the Company’s Certificate of Incorporation to provide for the declassification of the board (Proposal Four), the stockholder proposal regarding the declassification of the board (Proposal Five), or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on voting results with respect to Proposals One, Three, and Five. However, a broker non-vote will have the same effect as a vote against Proposal Four. There will not be any broker non-votes on Proposal Two. |
Our board of directors knows of no matter to be presented at the Annual Meeting other than Proposals One through Five. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.
Who is making this solicitation and who will pay the expenses?
This proxy solicitation is being made on behalf of our board of directors. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this proxy statement, will be borne by the Company.
Will a stockholder list be available for inspection?
A list of stockholders entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting, at nCino, Inc., 6770 Parker Farm Drive, Wilmington, North Carolina 28405, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time.
What is “householding” and how does it affect me?
We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.
If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or writing to 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge Financial Solutions, Inc. at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.
How can I find out the results of the voting at the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
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When are stockholder proposals or director nominations due for next year’s annual meeting of the stockholders?
Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the rules established by the SEC.
Under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2026 annual meeting of stockholders, we must receive the proposal at our executive offices at 6770 Parker Farm Drive, Wilmington, North Carolina 28405, no later than January 9, 2026.
Pursuant to our Amended and Restated Bylaws, stockholder nominations or other business to be presented at our 2026 annual meeting of stockholders must be received no earlier than February 18, 2026 and not later than March 20, 2026 and must otherwise comply with the requirements set forth in our Amended and Restated Bylaws. Any proposal or nomination should be addressed to the attention of our Corporate Secretary, and we suggest that it be sent by certified mail, return receipt requested or through another mailing service that provides tracking information and proof of receipt.
In addition to satisfying the requirements of our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the nCino’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 19, 2026.
Whom can I contact for further information?
If you would like additional copies, without charge, of this proxy statement or if you have questions about the Annual Meeting, the proposals, or the procedures for voting your shares, you should contact our Corporate Secretary at 6770 Parker Farm Drive, Wilmington, North Carolina 28405 or by telephone at (888) 676-2466.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL ONE
ELECTION OF CLASS II DIRECTORS NAMED IN THIS
PROXY STATEMENT
General
At the Annual Meeting, our stockholders will elect two Class II directors for a three-year term to expire at the annual meeting of stockholders to be held in 2028. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.
Our board of directors nominated Sean Desmond and Justin Nyweide for election to our board of directors as Class II directors at the Annual Meeting. Messrs. Desmond and Nyweide each currently serve on our board of directors and each have consented to be named in this proxy statement and have agreed to serve, if elected by our stockholders, for a three year term expiring at our 2028 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier resignation or removal. Current Class II directors Steven Collins and Spencer Lake are not standing for re-election. The board of directors extends its sincere gratitude to Messrs. Collins and Lake for their service and contributions to the Company.
We have implemented a majority of votes cast standard for uncontested director elections in our Amended and Restated Bylaws. To be elected, each director must receive a majority of the votes cast with respect to that director’s election. “Majority of the votes cast” means that the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director.
Our Corporate Governance Guidelines provide that any incumbent director who is not re-elected in an election in which majority voting applies must tender his or her resignation to our board of directors promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to our board of directors as to whether to accept or reject the resignation or whether other action should be taken. The board of directors will act on the recommendation and publicly disclose its decision within 90 days following certification of the election results. Additional details about this process are specified in our Corporate Governance Guidelines, which are available on our Investor Relations website at https://investor.ncino.com under the “Governance” tab.
Directors
The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:
| Name | Age | Director Since | Board Committees | |||
| Class II Directors—Nominees for Election at the Annual Meeting | ||||||
| Sean Desmond | 52 | February 2025 | None | |||
| Justin Nyweide | 45 | February 2025 | Audit Committee | |||
| Class III Directors—Term Expiring at the 2026 Annual Meeting | ||||||
| Jon Doyle | 60 | December 2019 | Nominating & Corporate Governance Committee | |||
| Jeffrey Horing | 61 | February 2015 | None | |||
| William Spruill | 57 | November 2022 | Audit Committee | |||
| Class I Directors—Term Expiring at the 2027 Annual Meeting | ||||||
| Pam Kilday | 67 | December 2019 | Compensation Committee | |||
| Pierre Naudé | 66 | December 2011 | None | |||
| William Ruh | 64 | May 2013 | Compensation Committee (Chair), Audit Committee | |||
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Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our board of directors at this time.
Board Nominees—Class II Directors
Sean Desmond has served as nCino’s Chief Executive Officer and President and has been a member of the company’s Board of Directors since being appointed to these roles on February 1, 2025. Prior to these appointments, from May 2024 until January 2025, Mr. Desmond served as nCino’s Chief Product Officer, overseeing the Product Development & Engineering organization globally. He joined nCino in 2013 as Chief Customer Success Officer, ensuring the successful implementation, support, adoption, and training of the nCino Platform to financial institutions around the world, a role he held until April 2024. Prior to joining nCino, Mr. Desmond held various leadership positions from February 1999 to June 2013 at Informatica, an enterprise cloud data management provider, most recently serving as Vice President, Global Delivery from January 2012 to June 2013. Prior to Informatica, Mr. Desmond served as a Business Analyst at Platinum Technologies (acquired by Computer Associates), a database management software company, from August 1996 to January 1999. Mr. Desmond holds a B.B.A. in Business Administration from James Madison University.
As our Chief Executive Officer and President, we believe Mr. Desmond is qualified to serve on our board of directors due to his experience in all aspects of our business and his ability to provide an insider’s perspective in board discussions about the business and strategic direction of the Company. Mr. Desmond also has strong and unique perspectives on nCino’s Platform given his experience in his prior roles at the Company.
Justin Nyweide has served on our board of directors since February 2025. Mr. Nyweide is a Founding Partner and the CIO of HMI Capital Management, L.P. He serves on HMI’s Investment and Management Committees. Prior to co-founding HMI, Mr. Nyweide served as a Principal at Kohlberg Kravis Roberts & Co. (KKR), within their credit-focused investment affiliate. Prior to KKR, Mr. Nyweide worked at GTCR, a private equity firm based in Chicago. Mr. Nyweide began his career in investment banking after graduating with honors from Harvard University. He serves on several education-based non-profit boards including the Retro Report and previously with The Center for Investigative Reporting / Reveal.
We believe Mr. Nyweide is qualified to serve on our board of directors based on his corporate finance and business expertise gained from his experience in the investment industry.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE TWO CLASS II BOARD NOMINEES NAMED ABOVE.
Continuing Directors—Class III Directors
Jon Doyle has served on our board of directors since December 2019. Mr. Doyle is currently a member of our board of directors, and is Vice Chairman, Senior Managing Principal and Head of the Financial Services Group at Piper Sandler, an investment banking company, following the merger of Piper Jaffray with Sandler O’Neill + Partners in January 2020. From January 2002 to January 2020, Mr. Doyle served as the Senior Managing Principal of Sandler O’Neill + Partners. Previously, Mr. Doyle held various positions in hardware sales and commercial banking. Mr. Doyle holds a B.S. in Finance from the College of William & Mary.
We believe Mr. Doyle is qualified to serve on our board of directors based on his corporate finance expertise and experience in the financial services industry.
Jeffrey Horing has served on our board of directors since February 2015. Mr. Horing is a Managing Director of Insight Partners, a private equity and venture capital firm, which he co-founded in 1995. Prior to founding Insight Partners, Mr. Horing held various positions at Warburg Pincus and Goldman Sachs. Mr. Horing served on the
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board of WalkMe, a SaaS software implementation platform, from 2016 through 2024, Monday.com, a project management software company, from 2017 through 2024, JFrog, Inc., a software supply chain platform, from 2017 through 2023, and Alteryx, Inc., an AI data analytics platform, from 2014 through 2024. Mr. Horing also serves on the boards of a number of private companies. Mr. Horing is also a member of the University of Pennsylvania’s School of Engineering board of overseers. Mr. Horing holds a B.S. and B.A. from University of Pennsylvania’s Moore School of Engineering and the Wharton School, respectively. He also holds an MBA from the M.I.T. Sloan School of Management. Mr. Horing originally joined our board in 2015 as the designee of Insight Partners pursuant to the Investor Rights Agreement we entered into in connection with Insight Partners’ initial investment in the Company.
We believe Mr. Horing is qualified to serve on our board of directors because of his corporate finance and business expertise gained from his experience in the venture capital industry, including his time spent serving on boards of directors of various technology companies.
William Spruill has served on our board of directors since November 2022. Mr. Spruill is the co-founder and former president of Global Data Consortium (GDC), the most widely channel-distributed global identity verification platform. Mr. Spruill served as president from inception in 2010 until May 2022. During his tenure, he oversaw the formation of more than 50 enterprise channel relationships and established a cohort of more than 120 data suppliers creating a unique consortium business model that drove roughly $70M in revenues over the life of the business during Mr. Spruill’s tenure. Mr. Spruill led the recent acquisition of GDC to the London Stock Exchange Group (LSEG) for $300 million making it one of the largest minority founder exits in the enterprise technology sector in U.S. history. Following the acquisition, Mr. Spruill served as Senior Business Advisor to LSEG from June 2022 to December 2022. Since August 2022, Mr. Spruill has served as president of 2ndF, a mission-driven organization that strives to drive inclusive growth of the entrepreneurial ecosystem in the Triangle region of North Carolina. Mr. Spruill is an active angel investor in the technology sector. Past investment exits include Union Metrics (sold to Trendkite/Cision); Magnus Health (private equity acquisition) and Loqate (acquired by GB Group UK). Mr. Spruill is also an active mentor to founder teams globally helping to navigate early growth stage challenges and exit strategies.
We believe that Mr. Spruill is qualified to serve on our board of directors based on his financial expertise and his experience in the technology sector.
Continuing Directors—Class I Directors
Pam Kilday has served on our board of directors since December 2019, and as our Lead Independent Director since May 10, 2022. From May 2015 to April 2018, Ms. Kilday served, and subsequently retired, as Executive Vice President and Head of Operations of Truist Financial Corporation (formerly known as SunTrust Bank). Prior to that, Ms. Kilday held multiple executive roles in operations and technology at SunTrust. Over a 30-year financial services career, she has held a variety of leadership positions for Continental Bank of Illinois, Bank of America, Wachovia and SunTrust. Ms. Kilday holds a B.S. in Education from Tennessee Technological University and an M.S. from University of Illinois at Chicago.
We believe Ms. Kilday is qualified to serve on our board of directors based on her experience in the financial services industry.
Pierre Naudé is a founder of nCino and served as nCino’s Chief Executive Officer from its inception until February 1, 2025, when he transitioned to the position of Executive Chairman. Mr. Naudé has been a member of our board of directors since nCino began operations and Chairman of our board of directors since May 10, 2022. Prior to his employment at nCino, Mr. Naudé served as the Divisional President of S1 Corporation from October 2005 to its acquisition in February 2012. Mr. Naudé served as Vice President and Managing Partner of Unisys, a global information technology company, from January 2004 to October 2005 and as Managing Partner from January 2000 to December 2003. Mr. Naudé holds a B.S. in Finance and Management from Upper Iowa University.
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As our Executive Chairman and one of the founders of the Company, we believe Mr. Naudé is qualified to serve on our board of directors due to his immersive knowledge of our business. We believe that his experience gives him unique insights into our opportunities, challenges and operations.
William Ruh has served on our board of directors since May 2013. Mr. Ruh is currently President at Cairn Capital Management, a merchant banking firm, a position he has held since October 2016. Mr. Ruh also currently serves as President of Ruh Advisory Corp., a financial services consulting firm, a position he has held since January 2005. Mr. Ruh previously served as Managing Principal of CCM Capital Opportunities Fund, a financial technology company focused on private equity, from November 2013 to December 2015. Prior to that, Mr. Ruh served as Managing Principal of Castle Creek Capital from January 1994 to November 2013, a private equity firm, which he co-founded. Mr. Ruh also serves on the boards of several private companies and as Chairman of the board of America One Racing, a non-profit creating USA’s future sailing champions. Mr. Ruh holds a B.S. in Marine Transportation from the State University of New York Maritime College and an MBA from the Duke University Fuqua School of Business.
We believe Mr. Ruh is qualified to serve on our board of directors based on his expertise in the financial services and technology industries.
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CORPORATE GOVERNANCE
Classified Board of Directors
Our board of directors currently consists of ten members and is divided into three classes of directors that serve staggered three-year terms. Effective after the Annual Meeting, the board of directors will consist of eight members.
At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our board of directors to fill vacancies on our board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
As discussed below and herein, the Company’s Management Proposal (Proposal Four) recommends amending the Company’s Amended and Restated Certificate of Incorporation to provide for the declassification of the board of directors. If Proposal Four is approved, we will amend our Amended and Restated Certificate of Incorporation to phase out the classification of the terms of our board of directors and to provide instead for the annual election of directors. For more information, see Proposal Four below.
Director Independence
Under the rules of The Nasdaq Global Select Market (“Nasdaq”), independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating and Corporate Governance Committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Additionally, Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.
Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, our board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.
Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that, with the exception of our Executive Chairman of the Board, Pierre Naudé, and our President and Chief Executive Officer, Sean Desmond, each member of our board of directors is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director.
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Board Leadership Structure
Our corporate governance guidelines provide that the roles of Chairman of the Board and Chief Executive Officer may be separated or combined. In the event that the roles are combined, our corporate governance guidelines provide for the naming of a Lead Independent Director.
Mr. Naudé was the Company’s Chief Executive Officer since nCino began operations through January 31, 2025. Mr. Naudé is currently still an employee of the Company as the Company’s Executive Chairman. During Mr. Naudé‘s service as both Chief Executive Officer and Chairman of the Board, the independent directors appointed Ms. Kilday to serve as Lead Independent Director. As Mr. Naudé is still employed by the Company as the Executive Chairman of the Board, Ms. Kilday has continued to serve as the Lead Independent Director. The Lead Independent Director is a liaison between the Chairman of the Board and the independent directors, leads executive sessions of our board of directors and performs other leadership functions.
Our board of directors believes that this leadership structure, coupled with a commitment to board independence, provides effective, independent oversight of management, while fostering a constructive and cooperative relationship between our board of directors and management.
Board Committees
Our board of directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee operates pursuant to a written charter. The composition and responsibilities of each of the committees of our board of directors are described below and copies of the charters are available on our website at https://investor.ncino.com under the “Governance” tab. The information in or accessible through our website is not incorporated into, and is not considered part of, this proxy statement. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.
The following table provides membership and meeting information for the fiscal year ended January 31, 2025, for each of these committees of our board of directors:
| Name |
Audit + | Compensation | Nominating and Corporate Governance | ||||||||||||
| Pierre Naudé |
|
— |
|
— |
|
— |
|||||||||
| Steven CollinsFE |
|
X |
* |
|
— |
|
X |
||||||||
| Jon Doyle |
|
— |
|
— |
|
X |
|||||||||
| Jeffrey Horing |
|
— |
|
— |
|
— |
|||||||||
| Pam Kilday |
|
— |
|
X |
|
— |
|||||||||
| Spencer Lake |
|
— |
|
X |
|
X |
* | ||||||||
| William RuhFE |
|
X |
|
X |
* |
|
— |
||||||||
| William SpruillFE |
|
X |
|
— |
|
— |
|||||||||
| Total meetings held in last fiscal year |
|
4 |
|
4 |
|
3 |
|||||||||
| * | Committee Chair |
| FE | Audit Committee Financial Expert |
| + | Justin Nyweide was appointed to the Audit Committee in February 2025. |
The board of directors expects to re-address committee membership after the election of Class II directors at the Annual Meeting.
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Audit Committee
Our Audit Committee consists of Steven Collins, William Ruh, Justin Nyweide, and William Spruill, with Steven Collins serving as the chairperson. Our board of directors has determined that each member of our Audit Committee is independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has also determined that each of Messrs. Collins, Ruh, and Spruill is an “audit committee financial expert” as defined by the applicable SEC rules.
Specific responsibilities of our Audit Committee include:
| • | overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting; |
| • | evaluating the independent public accounting firm’s qualifications, independence and performance; |
| • | engaging and providing for the compensation of the independent public accounting firm; |
| • | pre-approving audit and permitted non-audit and tax services to be provided to us by the independent public accounting firm; |
| • | reviewing our financial statements; |
| • | reviewing our critical accounting policies and estimates and internal controls over financial reporting; |
| • | establishing procedures for complaints received by us regarding accounting, internal accounting controls or auditing matters, including for the confidential anonymous submission of concerns by our employees, and periodically reviewing such procedures, as well as any significant complaints received, with management; |
| • | discussing with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements; |
| • | reviewing and approving any transaction between us and any related person in accordance with the Company’s related party transaction approval policy; |
| • | overseeing the Company’s cybersecurity and information security, including reviewing with management the Company’s cybersecurity and information security risk exposures, and the steps management has taken to monitor and control such exposures, as well as cyber incident preparedness and response; and |
| • | such other matters that are specifically designated to the Audit Committee by our board of directors from time to time. |
Compensation Committee
Our Compensation Committee consists of Pam Kilday, Spencer Lake and William Ruh, with William Ruh serving as chairperson. Our board of directors has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
Specific responsibilities of our Compensation Committee include:
| • | reviewing and recommending policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other senior officers; |
| • | evaluating the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives; |
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| • | setting compensation of the Chief Executive Officer and other senior officers based on such evaluations; |
| • | administering the issuance of options and other awards under our equity-based incentive plans; |
| • | reviewing and approving, for the Chief Executive Officer and other senior officers, employment agreements, severance agreements, consulting agreements and change in control or termination agreements; and |
| • | such other matters that are specifically designated to the Compensation Committee by our board of directors from time to time. |
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Steven Collins, Jon Doyle and Spencer Lake, with Spencer Lake serving as chairperson. Our board of directors has determined that each member of our Nominating and Corporate Governance Committee is independent under the applicable Nasdaq listing standards.
Specific responsibilities of our Nominating and Corporate Governance Committee include:
| • | identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors; |
| • | considering and making recommendations to our board of directors regarding changes to the size and composition of our board of directors; |
| • | considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors; |
| • | instituting plans or programs for the continuing education of our board of directors and orientation of new directors; |
| • | establishing procedures to exercise oversight of, and oversee the performance evaluation process of, our board of directors; |
| • | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; |
| • | overseeing the Company’s environmental, sustainability and governance (“ESG”) risk, efforts, and progress; and |
| • | overseeing periodic evaluations of our board of directors’ performance, including committees of the board of directors. |
Selection of Director Candidates
In evaluating the suitability of director candidates, the Nominating and Corporate Governance Committee and our board of directors may take into account many factors such as general understanding of various business disciplines (e.g., marketing, finance, etc.), the candidate’s business environment, educational and professional background, analytical ability, independence, diversity, willingness and ability to devote adequate time to board duties, including in light of such director’s service on other boards, and ability to act in and represent the balanced best interests of the Company and its stockholders as a whole, rather than special constituencies, and other commitments including service on other boards and board committees. Our board of directors evaluates each individual in the context of the board of directors as a whole with the objective of retaining a group that is best equipped to help ensure the Company’s success and represent stockholder interests through sound judgment. The board will consider director candidates identified from a variety of sources, which may include third-party search firms.
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We have no formal policy regarding board diversity, however our board of directors considers factors such as gender, ethnicity/race and other characteristics when evaluating how a candidate for director could contribute to the diversity of thought, idea, perspectives, and experience of the board of directors.
The Company’s stockholders may recommend nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to: corporatesecretary@ncino.com. Such candidates will be evaluated under the same criteria applied to recommendations received from other sources. Stockholders may also directly nominate candidates under the advance notice procedures of our Amended and Restated Bylaws. See above under “When are stockholder proposals or director nominations due for next year’s annual meeting of the stockholders?”
Majority Voting
Our Amended and Restated Bylaws provide for a majority of votes cast standard for uncontested director elections. To be elected, each director must receive a majority of the votes cast with respect to that director’s election. “Majority of the votes cast” means that the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director. Our Corporate Governance Guidelines provide that any incumbent director who is not re-elected in an election in which majority voting applies must tender his or her resignation to our board of directors promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to the board of directors as to whether to accept or reject the resignation or whether other action should be taken. The board of directors will act on the recommendation and publicly disclose its decision (by press release, SEC filing or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the board of directors with respect to his or her resignation.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code”) applicable to our employees, officers and directors. A copy of our Code is available on our investor website at www.investor.ncino.com. Amendments to the Code or waivers of this Code may be made only by the Nominating and Corporate Governance Committee and must be promptly disclosed to stockholders as required by Nasdaq listing rules, SEC regulation or any other law or regulation. We intend to satisfy the disclosure requirements of Form 8-K regarding any applicable amendment to, or waiver from, a provision of our Code by posting such information to our website at www.investor.ncino.com.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is or has been an officer or employee of us or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. Our corporate governance guidelines can be found on our website at www.investor.ncino.com.
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Role of the Board and its Committees in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities and is responsible for ensuring that an appropriate culture of risk management exists within the Company, monitoring and assessing strategic risk exposure, and focusing on how we address specific risks, such as cybersecurity and technology risks, brand and reputation risks, strategic and competitive risks, operational risks, financial risks, and legal and compliance risks. Our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Company’s Audit Committee is responsible for overseeing the management of risks associated with our financial statements, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s external auditor, cybersecurity, privacy, and the performance of our internal auditing department and external auditor. Our Compensation Committee reviews our employee compensation practices and policies as they relate to risk management and risk-taking incentives to determine if such compensation policies and practices are reasonably likely to have a material, adverse effect on the Company. Our Nominating and Corporate Governance Committee oversees the management of risks associated with corporate governance, director independence, composition and organization of our board of directors, ESG efforts, and related risks.
Cybersecurity
The Audit Committee reviews, at least annually, the Company’s cybersecurity and information security risk exposures, and the steps management has taken to monitor and control such exposures. The Audit Committee also oversees the Company’s cyber incident preparedness and responses. As part of its independent oversight of the risks facing the Company, our board of directors devotes time and attention to cybersecurity and information security risk as well as cyber incident preparedness and response. Typically, our board of directors as a whole meets with the key employees responsible for risk management, including cybersecurity, at least annually. The Company maintains an Information Security Committee led by the Company’s CISO that presents on a regular basis to the management team. Additionally, nCino conducts industry specific audits and certifications (e.g., ISO 27001, SOC, and alignment to best practice frameworks) and requires employees to complete routine cybersecurity awareness training. For more information, refer to “Item 1C, Cybersecurity” in our Annual Report on Form 10-K for the year ended January 31, 2025.
Evaluations of the Board of Directors
Our board of directors evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Nominating and Corporate Governance Committee. Our board of directors discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of our board of directors or any committee thereof or of the directors.
Meetings of the Board of Directors
Our board of directors held seven meetings during fiscal 2025. Every director other than Jon Doyle attended at least 90% of the total number of meetings of the board and the committees on which he or she served. Jon Doyle attended 70% of total number of board meetings and Nominating and Governance Committee meetings. Each director is also encouraged and expected to attend the Company’s Annual Meeting. Pierre Naudé conducted the 2024 Annual Meeting, and Steven Collins, Pam Kilday, Jeff Horing, Spencer Lake, and William Ruh were in attendance at that meeting.
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nCino prioritizes giving back to the community and maintained this commitment throughout fiscal 2025. Combining corporate giving and matching along with employee giving, nCino donated to numerous non-profits globally. With respect to philanthropic giving, the nCino community has broadly given back to various community groups, including those associated with STEAM-focused Education, Social/Community Needs, Environmental Causes, and Health Research.
nCino strives to further demonstrate its core value of “Do the Right Thing” through sustainability focused environmental practices at our headquarters. As a software and technology provider, our business already maintains a modest environmental footprint. In fiscal 2025, we published our Environmental Sustainability Policy. This policy details the proactive measures our Company takes and intends to continue taking to advance sustainable progress. We are committed to bringing positive impact to our community, our employees, and our environment as we deliver on our mission to transform the financial services industry.
Corporate Political Contributions
The Nominating and Corporate Governance Committee is responsible for overseeing the Company’s policies and practices regarding political expenditures. This oversight includes an annual review of any political contributions policy as well as a review of any corporate political contributions made. nCino does not make corporate political contributions or donations. In the event that nCino made a corporate political contribution, that activity would be subject to the oversight of the Nominating and Corporate Governance Committee.
Executive Officers
The following table sets forth information with respect to our executive officers:
| Name |
Age | Position(s) | ||
| Executive Officers: | ||||
| Sean Desmond | 52 | Chief Executive Officer & President | ||
| Pierre Naudé | 66 | Executive Chairman | ||
| Greg Orenstein | 55 | Chief Financial Officer & Treasurer | ||
| April Rieger | 45 | Chief Legal & Compliance Officer and Secretary |
Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of each of Sean Desmond and Pierre Naudé is provided above under the heading “Board Nominees—Class II Directors” and “Continuing Directors—Class I Directors”, respectively.
Greg Orenstein has served as our Chief Financial Officer & Treasurer since January 2023. He previously served as our Chief Corporate Development & Strategy Officer from September 2021 to January 2023, Chief Corporate Development & Legal Officer and Secretary from December 2019 to September 2021 and Executive Vice President Corporate Development, Chief Legal Officer and Secretary from October 2015 to November 2019. Prior to joining nCino, Mr. Orenstein was Of Counsel at the global law firm of DLA Piper from May 2014 to September 2015, and provided consulting services to various organizations, including nCino, from March 2012 to April 2014. From March 2000 until it was acquired in February 2012, Mr. Orenstein held various positions at S1 Corporation, a publicly traded provider of financial services software, most recently serving as Senior Vice President, Corporate Development, Chief Legal Officer and Secretary from April 2007 until February 2012. Mr. Orenstein holds a B.A. from the University of Maryland and a J.D. from Emory University School of Law.
April Rieger has served as our Chief Legal & Compliance Officer and Secretary since September 2022. Previously, Ms. Rieger served as our Executive Vice President, General Counsel and Secretary from September 2021 to September 2022 and Assistant General Counsel from July 2018 to September 2021. Prior to joining nCino, Ms. Rieger practiced as an attorney at the law firm Williams & Connolly LLP from January 2008 to June 2018, where she worked on a wide variety of corporate and litigation matters. Prior to that, Ms. Rieger served as Law Clerk to the Honorable Paul A. Crotty on the U.S. District Court for the Southern District of New York from August 2006 to August 2007. Ms. Rieger holds a B.A. from the University of Wisconsin-Madison and a J.D. from Cornell Law School.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We describe below the transactions since February 1, 2024 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.
ZestFinance, Inc. Investment
On November 1, 2022, the Company’s wholly-owned subsidiary, nCino OpCo, Inc. acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) (“Zest AI”), a private company, for $2.5 million. The investment was considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, owned greater than ten percent (10%) of Zest AI at the time. Insight Partners purchased Zest AI in its entirety (“Purchase”). In connection with the Purchase, in March 2025 the Company received approximately $3.7 million in consideration for its equity interest in Zest AI and recorded a realized gain of $1.2 million therefrom. The Company and its subsidiaries no longer have an ownership interest in Zest AI.
Investors’ Rights Agreement
We are party to an amended and restated investors’ rights agreement, dated February 12, 2015, as amended thereafter (“IRA”), which provides, among other things, that such investors party thereto have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. All fees, costs and expenses incurred in connection with the registration of registrable securities, including reasonable fees and disbursements of one special counsel to the selling stockholders, will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered. The registration rights terminate upon the fifth anniversary of the completion of our initial public offering (the “IPO”) in July 2025.
Employment Arrangements
Corinne Naudé was a Regional Vice President – Enterprise Sales until September 30, 2024, and is the daughter-in-law of Pierre Naudé, our Executive Chairman and former Chief Executive Officer. Her total compensation for fiscal 2025 was approximately $90,000.
Pierre W. Naudé is a Senior Manager - Product Management and the son of Pierre Naudé, our Executive Chairman and former Chief Executive Officer. His total compensation for fiscal 2025 was approximately $360,000, of which $154,000 resulted from a restricted stock unit (“RSU”) grant date fair value of the award.
Petra Sheaffer is an Associate Director—Technical Partner Relationship Manager and is the daughter of Pierre Naudé, our Executive Chairman and former Chief Executive Officer. Her total compensation for fiscal 2025 was approximately $506,000, of which $299,000 resulted from RSU grants determined on the grant date fair value of the awards.
Policies and Procedures for Related Person Transactions
Our Audit Committee has the primary responsibility for the review, approval and oversight of any “related person transaction,” which is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which we are, were or will be a participant and the amount involved exceeds $120,000, and in which the related person has, had or will have a direct or indirect material interest. We have adopted a written related party transaction policy. Under our related party transaction policy, our management is required to submit any related person transaction not previously approved or ratified by our Audit Committee to our Audit Committee. In approving or rejecting the proposed transactions, our Audit Committee takes into account all of the relevant facts and circumstances available.
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DIRECTOR COMPENSATION
Our fiscal 2025 director compensation program for non-employee directors is set forth below. In January 2024, following a review of market data prepared by Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), our board of directors maintained the annual cash retainer of the prior fiscal year for the non-employee board chair at $60,000 and for the non-chair board members at $35,000.
After considering the Aon review and to continue to align our director compensation practices with the competitive market, our board of directors increased the cash compensation for the chairs and members for all three of the committees of our board of directors and the equity grant levels for board service as compared to the prior fiscal year, as follows:
| ○ | Audit Committee: Members - $10,750 (increased from $10,000); Chair - $21,500 (increased from $20,000); |
| ○ | Compensation Committee: Members - $8,063 (increased from $7,500); Chair - $16,125 (increased from $15,000); |
| ○ | Nominating and Corporate Governance Committee: Members - $4,300 (increased from $4,000); Chair - $8,600 (increased from $8,000); |
| ○ | The initial one-time RSU and annual RSU grants: $185,000 (increased from $170,000). |
After these adjustments, the fiscal 2025 director compensation program was as follows:
Equity Compensation
| ○ | Annual RSU award with a grant date fair value of $185,000 granted at each annual meeting of stockholders and vesting on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of the Company’s stockholders, subject to the director’s continued service. |
| ○ | An “initial” one-time RSU award with a grant date fair value of $185,000 granted to new non-employee directors and vesting annually over three years, subject to the director’s continued service on the applicable vesting date. |
Cash Compensation—Board
| ○ | Annual Cash Retainer—Non-Employee Chair: $60,000; Member: $35,000 |
| ○ | If the Chair is an employee of the Company, the retainer for the Chair will be paid to the Lead Independent Director. |
Cash Compensation—Committees/Other Services
| ○ | Audit Committee—Chair: $21,500; Member: $10,750 |
| ○ | Compensation Committee—Chair: $16,125; Member: $8,063 |
| ○ | Nominating & Corporate Governance Committee—Chair: $8,600; Member: $4,300 |
| ○ | Ad Hoc Fees—Additional fees may be paid to board members for special services rendered to our board of directors, including with respect to special committee services. |
In August 2023, our board of directors adopted stock ownership guidelines applicable to our non-employee directors in order to further align their interests with the Company’s stockholders and further promote the Company’s commitment to sound corporate governance. Under the guidelines, our non-employee directors are required to own common stock and common stock equivalents with a value equal to three times the annual base
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cash retainer (currently $105,000). Non-employee directors have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises and the net in-the-money, after-tax value of vested but unexercised stock options; and the after-tax value of shares of nonvested time-based restricted shares and RSUs. Shares subject to nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based RSUs will not count towards the guidelines. Until the required ownership guideline is reached, the applicable director is required to retain at least 50% of the shares received upon vesting or settlement of equity awards or the exercise of stock options (net of taxes and any applicable exercise price).
Fiscal 2025 Director Compensation Table
The following table sets forth information for the fiscal year ended January 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors. Mr. Naudé, our Chief Executive Officer during fiscal 2025 did not receive additional compensation for his service as a director and has been excluded from the table. Please see the fiscal 2025 Summary Compensation Table for the compensation received by Mr. Naudé for his service as Chief Executive Officer during fiscal 2025.
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
Option Awards ($)(1) |
Total ($) | ||||||||||||||||
| Steven Collins |
60,500 | 183,856 | — | 244,356 | ||||||||||||||||
| Jon Doyle |
39,250 | 183,856 | — | 223,106 | ||||||||||||||||
| Jeffrey Horing |
35,000 | (2) | 183,856 | — | 218,856 | |||||||||||||||
| Pam Kilday |
103,970 | (3) | 183,856 | — | 287,826 | |||||||||||||||
| Spencer Lake |
69,470 | (3) | 183,856 | — | 253,326 | |||||||||||||||
| William Ruh |
79,563 | (3) | 183,856 | — | 263,419 | |||||||||||||||
| William Spruill |
63,627 | (3) | 183,856 | — | 247,483 | |||||||||||||||
| (1) | Amounts reported in the stock awards column reflect the grant date fair value of each RSU award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), excluding the effect of estimated forfeitures. The amounts reported are calculated based on the Company’s fair market value on the date of grant multiplied by the number of shares subject to the RSU award. These amounts differ from the amounts reflected for these awards in the equity compensation targets outlined above due to the change in our stock price from June 19, 2024, the approval date of the award, to the grant date of June 20, 2024. As of January 31, 2025, our non-employee directors had equity awards outstanding with respect to the following number of shares: Mr. Collins—RSUs, 5,874; Mr. Doyle—RSUs, 5,874; Mr. Horing—RSUs, 5,874; Ms. Kilday—RSUs, 5,874; Mr. Lake—RSUs, 5,874 and stock options, 37,100; Mr. Ruh—RSUs, 5,874; and Mr. Spruill—RSUs, 8,079. |
| (2) | The fees earned and paid in cash for Mr. Horing were paid to Insight Venture Management LLC. |
| (3) | Includes cash compensation in the amount of $36,000 paid to Ms. Kilday and $18,000 paid to Messrs. Lake, Ruh and Spruill for their service on a special committee. |
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
NAMED EXECUTIVE OFFICERS
This CD&A describes how the Compensation Committee determined fiscal 2025 executive compensation, the elements of our executive compensation program and the compensation of each of our named executive officers (“NEOs”).
For fiscal 2025, the NEOs were:
| Name |
Fiscal 2025 Position | |
| Pierre Naudé | Chief Executive Officer | |
| Greg Orenstein | Chief Financial Officer & Treasurer | |
| Sean Desmond | Chief Product Officer | |
| April Rieger | Chief Legal and Compliance Officer & Secretary | |
| Josh Glover | Former President & Chief Revenue Officer |
With respect to leadership changes during and following fiscal 2025, as previously disclosed, Mr. Glover stepped down from his role as President & Chief Revenue Officer, effective April 12, 2024 and, to facilitate a smooth transition of his responsibilities, Mr. Glover continued to work with the Company in an advisory capacity through June 30, 2024. Effective May 1, 2024, Mr. Desmond assumed the role of Chief Product Officer. Following the conclusion of fiscal 2025, Mr. Naudé stepped down from his role as Chief Executive Officer and moved into the role of Executive Chairman, effective February 1, 2025, and the Company appointed Sean Desmond as Mr. Naudé‘s successor, also effective February 1, 2025.
Our CD&A is divided into three sections:
| Overview |
• Fiscal 2025 Business Highlights
• 2024 Say-on-Pay Vote
• Our Executive Compensation Program
• Our Executive Compensation Practices | |
| What We Pay and Why |
• Fiscal 2025 Executive Compensation Decisions
• Base Salary
• Annual Cash Bonuses
• Long-Term Incentive Program
• Other Elements of Our Fiscal 2025 Executive Compensation Program | |
| How We Make Executive Compensation Decisions |
• Our Executive Compensation Philosophies and Objectives
• Role of the Compensation Committee and our Executive Officers
• Guidance from Compensation Consultant
• Selection of and Comparison to Peer Group | |
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OVERVIEW
Fiscal 2025 Business Highlights
| • | Signed expansion agreement with M&T Bank for Continuous Credit Monitoring: The Company’s Continuous Credit Monitoring Solution leverages Rich Data Co’s explainable AI platform and is designed to bring transparency to every decision, giving financial institutions more comprehensive insights into cash flow health, credit risk, and lending opportunities at both the customer and portfolio level. |
| • | Grew relationship with an over $15 billion-asset bank: An existing customer for Treasury Management expanded its commitment to the Company to include the Company’s Deposit Account Opening, Small Business and Consumer Banking Solutions. |
| • | Expanded partnership with a district bank within the Farm Credit System: Expanded the Company’s partnership with one of the nation’s four district banks within the Farm Credit System through 2031 to deliver on a single platform vision. |
| • | Engaged with a specialist lender in the U.K.: A high-growth specialist lender serving the U.K. SME market selected the Company to leverage nIQ capabilities for automating processes and driving better data consistency by consolidating disparate systems onto one platform. |
| • | Hosted nSight 2024: Welcomed over 1,600 attendees to the Company’s sold-out conference in Charlotte, N.C., representing hundreds of financial institutions from 12 countries. |
| • | Successful go-live with ABN AMRO, a Top-25 European Bank: One of the largest banks in the Netherlands went live on the nCino Platform. |
| • | Completed Banking Advisor add-on with an approximately $45 billion-asset bank: A bank using the Company for Commercial lending, Mortgage POS, and multiple solutions powered by nIQ, including Commercial Pricing and Profitability and Automated Spreading, became the first Enterprise customer to add Banking Advisor. |
| • | Signed largest bank customer to date for Portfolio Analytics: An over $20 billion-asset institution became the largest bank by asset size to expand their use of the platform from Commercial lending and Deposit Account Opening to include Portfolio Analytics for CRE stress testing. |
| • | Extended relationship with largest client in the U.K.: Renewed relationship with a Top-5 European bank for an additional three years. |
| • | Completed acquisition of FullCircl: Closed the acquisition of FullCircl on November 5, 2024, expanding the Company’s onboarding capabilities by adding data aggregation components to the platform for institutions in EMEA. |
| • | Signed a multi-solution expansion agreement with a Top-40 bank in the U.S.: Expanded relationship with a Top-40 bank in the U.S. for Commercial and Small Business Lending, Commercial Pricing & Profitability, Automated Spreading and Banking Advisor. |
| • | Signed first Banking Advisor deal in Australia: Extended relationship with a Top-5 Australian bank for three years, with the addition of Banking Advisor. |
| • | Signed largest customer in Japan: Tokushima Taisho Bank selected the Company to help transform its business lending operations, making the bank the Company’s largest customer in Japan. |
| • | One of the largest home builders in the U.S. went live on the nCino Mortgage Solution: The affiliate mortgage company of a large, national home builder completed its rollout of the Company’s Mortgage Solution. |
| • | Selected by a Top-50 Bank in the U.S. for Consumer Lending: A Top-50 U.S. bank by assets expanded their use of the Company to include Consumer Lending, Automated Spreading, and Banking Advisor. |
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| • | Expanded Relationship with Top-4 Bank in the U.S. with Banking Advisor: A Top-4 U.S. bank by assets adopted Banking Advisor to build on automation and efficiencies already achieved with the Company. |
| • | Signed first customer in the Czech Republic: Československá obchodní banka (CSOB) selected the nCino Platform to digitize and streamline its Commercial & SME Lending operation. |
2024 Say-on-Pay Vote
In its compensation review process, the Compensation Committee considers whether the Company’s executive compensation program is aligned with the interests of the Company’s stockholders. As part of its review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 95.9% of the votes cast for the Company’s say-on-pay vote at our 2024 annual meeting of stockholders. The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2024 say-on-pay vote.
Our Executive Compensation Program
Our executive compensation program is intended to align executive compensation with our business objectives and priorities and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year, as well as our historical compensation practices and competitive market rates. New-hire executive officers’ compensation is primarily determined based on market competitive compensation practices, the experience and expertise of the individual, as well as our historical compensation practices.
A key aspect of our executive compensation program is to align compensation with our business objectives and priorities, whether that is in the form of a qualitative assessment that impacts decisions regarding the level of target compensation delivered, or in the form of formulaically measuring performance to determine payouts under our annual cash bonus program. As illustrated in the table below, the fiscal 2025 annual cash bonus program was based on Total Annual Revenue Growth and Non-GAAP Operating Margin, two key performance metrics for the Company at the time the program was established.
Upon review of the Company’s performance in fiscal 2025 against the overall achievement percentage for the plan and the Company’s current business objective and priorities, the Compensation Committee determined it is in the best interest of stockholders to redesign the metrics under the plan to more closely align to defined Company growth initiatives, annual contract value targets, and ongoing expense management initiatives. The Compensation Committee believes that this challenging and revised bonus plan design will more directly align with the Company’s business priorities and financial goals and performance as well as assist in making the Company more attractive to potential employees and help retain existing team members by clearly defining performance expectations and rewarding their contributions. We expect that our executive compensation program will continue to evolve to support our compensation objectives of attracting, retaining, and motivating superior executive talent.
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The table below outlines each of the principal elements of the Company’s fiscal 2025 executive compensation program:
Our Executive Compensation Practices
Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives and are aligned with commonly viewed best practices:
| ✓ | Significant percentage of target annual compensation delivered in the form of variable compensation tied to financial performance or share price |
| ✓ | Substantial portion of executive compensation is at-risk |
| ✓ | Market comparison of executive compensation against a relevant peer group |
| ✓ | Independent Compensation Committee |
| ✓ | Use of a compensation consultant reporting directly to the Compensation Committee |
| ✓ | Limited perquisites |
| ✓ | No excessive severance benefits |
| ✓ | No 280G tax gross-ups |
| ✓ | Executive Officer and Director Stock Ownership Guidelines |
| ✓ | Prohibition of repricing or cancellation of underwater stock options without stockholder approval |
| ✓ | Prohibition on hedging, pledging or short sales of our securities |
| ✓ | Annual Say-on-Pay Vote |
| ✓ | Maintain a Dodd-Frank clawback policy |
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WHAT WE PAY AND WHY
Fiscal 2025 Executive Compensation Decisions
Consistent with our pay-for-performance philosophy and executive compensation program objectives described below under “Our Executive Compensation Philosophies and Objectives,” in determining the fiscal 2025 target executive compensation levels and the mix of compensation elements for each NEO, the Compensation Committee and our Chief Executive Officer (in making recommendations regarding NEO compensation other than his own) considered, as applicable, each NEO’s performance, Company performance, the compensation levels paid to other executive officers at the Company, the competitive median of the market to provide a perspective on external practices, and input from the Compensation Committee’s compensation consultant.
Base Salary
Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each executive officer’s scope of responsibility and accountability to us and to align with the competitive market. With respect to fiscal 2025, the Compensation Committee determined to increase the base salaries for the NEOs from the levels established in fiscal 2024 as set forth in the table below, with the fiscal 2025 base salary levels set to further align each NEO’s compensation with the competitive market.
| Named Executive Officer |
Fiscal 2024 Base Salary |
Fiscal 2025 Base Salary |
Percentage Change | ||||||||||||
| Pierre Naudé |
$ | 500,000 | $ | 515,000 | 3.0 | % | |||||||||
| Greg Orenstein |
$ | 345,000 | $ | 368,000 | 6.7 | % | |||||||||
| Sean Desmond (1) |
$ | 330,000 | $ | 370,800 | 12.4 | % | |||||||||
| April Rieger |
$ | 330,000 | $ | 338,400 | 2.5 | % | |||||||||
| Josh Glover |
$ | 420,000 | $ | 432,600 | 3.0 | % | |||||||||
| (1) | Mr. Desmond’s base salary increased from $330,000 at the start of fiscal 2025 to $370,800 as of May 1, 2024, in connection with Mr. Desmond’s promotion to Chief Product Officer, and in further review of market data and the compensation of his predecessor. |
Please see the “Salary” column in the Fiscal 2025 Summary Compensation Table for the base salary amounts received by each NEO in fiscal 2025.
Annual Cash Bonuses
We provide our NEOs with short-term incentive compensation through an annual cash bonus program that applies to all applicable employees on a bonus program. Annual bonus compensation holds executives accountable, rewards the executives based on actual business results and helps to reinforce a “pay for performance” culture. Our annual cash bonus program provides cash incentive award opportunities based on the achievement of performance goals approved by our Compensation Committee at the beginning of each fiscal year.
The payment of awards under the fiscal 2025 annual cash bonus program applicable to the NEOs was subject to the attainment of goals relating to the Company’s Total Annual Revenue Growth and the Company’s Non-GAAP Operating Margin.
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The table below sets forth the weight and target achievement level for each metric in our fiscal 2025 annual cash bonus program.
| Weight | Fiscal 2025 Threshold(1) |
Fiscal 2025 Target |
Fiscal 2025 Maximum(1) |
Fiscal 2025 Actual(4) |
Fiscal 2025 Actual Achievement Payout | |||||||||||||||||||||||||
| Total Annual Revenue Growth(2) |
60 | % | 10.5 | % | 14.0 | % | 18.5 | % | 12.5 | % | 48.0 | % | ||||||||||||||||||
| Non-GAAP Operating Margin(3) |
40 | % | 12.5 | % | 17.0 | % | 19.5 | % | 17.9 | % | 48.0 | % | ||||||||||||||||||
| Overall Achievement |
96.0 | % | ||||||||||||||||||||||||||||
| (1) | With respect to the Total Annual Revenue Growth metric under our fiscal 2025 annual cash bonus program, threshold and maximum performance would result in a payout equal to 40% and 200% of target, respectively. With respect to the Non-GAAP Operating Margin metric, threshold and maximum performance would result in a payout equal to 20% and 160% of target, respectively. Payouts for performance between performance levels is determined based on straight line interpolation. |
| (2) | “Total Annual Revenue Growth” for incentive purposes is defined as subscription, customer support, professional services and other revenues recognized during fiscal 2025 compared to the total revenues recognized during fiscal 2024 as a growth percentage. The target achievement level with respect to the Total Revenue Growth metric was designed to be difficult but achievable with strong management performance. |
| (3) | “Non-GAAP Operating Margin” for incentive purposes is a non-GAAP financial measure that represents the Company’s operating income (EBIT) divided by total revenues, excluding the impact of stock-based compensation, amortization and one-time litigation and acquisition fees that do not relate to operating the business expressed as a percentage. The target achievement level with respect to the Non-GAAP Operating Margin metric was designed to be difficult but achievable with strong management performance. |
| (4) | Fiscal 2025 Actual for incentive purposes excludes the impact of the FullCircl acquisition in the fourth quarter of fiscal 2025, since this acquisition was not incorporated in the original performance targets. |
The table below sets forth the fiscal 2024 and fiscal 2025 target bonus opportunities and fiscal 2025 actual bonus payout for each NEO. The target bonus opportunities for our NEOs are designed to reflect each executive officer’s scope of responsibility and accountability to us and align with the competitive market. The fiscal 2025 target opportunities, as a percentage of earned base salary, generally remained the same as compared to the fiscal 2024 target opportunities, except for Messrs. Orenstein and Desmond, whose bonus targets were increased from 50% to 60% to better align with market data. The target bonus amounts are adjusted to reflect base salary increases during the year. Based on the results reflected in the table above, the Compensation Committee approved bonus payouts with respect to fiscal 2025 in amounts equal to 96.0% of target.
| Named Executive Officer |
Fiscal 2024 Target Bonus |
Fiscal 2025 Target Bonus |
Fiscal 2025 Actual Bonus | ||||||||||||
| Pierre Naudé |
$ | 500,000 | $ | 515,000 | $ | 494,400 | |||||||||
| Greg Orenstein |
$ | 172,500 | $ | 220,800 | $ | 211,968 | |||||||||
| Sean Desmond |
$ | 165,000 | $ | 217,921 | $ | 209,204 | |||||||||
| April Rieger |
$ | 181,500 | $ | 186,120 | $ | 178,675 | |||||||||
| Josh Glover(1) |
$ | 357,000 | $ | 367,710 | $ | — | |||||||||
| (1) | Mr. Glover was not eligible to receive a fiscal 2025 bonus in light of his departure during fiscal 2025. |
Long-Term Incentive Program
To further align the interests of our NEOs with the interests of our stockholders, to further focus our executive officers on our long-term performance and to promote retention of our executive officers, we provide equity compensation to our NEOs. In fiscal 2025, equity compensation was granted in the form of time-based RSUs, which vest in four equal installments on each of the first four anniversaries of the grant date, subject to the NEO’s continued employment through each applicable anniversary of the grant date.
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Setting Award Levels under Long-Term Incentive Program
In determining the fiscal 2025 target equity grant levels for the NEOs, the Compensation Committee compared the target total direct compensation of each NEO (i.e., base salary, annual cash bonus and equity grants) to the competitive market median.
The table below sets forth the target award value, as of the date of grant, of the RSU awards received by each NEO under our fiscal 2025 long-term incentive program. The fiscal 2025 target equity award values for the NEOs were determined after considering the competitive market, with each of the participating NEOs receiving an increase in their target equity award values from their fiscal 2024 target equity award values to better align with market data.
| Named Executive Officer |
Fiscal 2025 Target Equity Award Value(1) | ||||
| Pierre Naudé |
$ | 7,900,000 | |||
| Greg Orenstein |
$ | 3,000,000 | |||
| Sean Desmond |
$ | 2,600,000 | |||
| April Rieger |
$ | 2,000,000 | |||
| Josh Glover |
$ | — | |||
| (1) | The amounts reflected in this column represent the targeted equity value, with the number of shares subject to the RSU awards determined by dividing this value by our closing stock price of $37.38 on March 28, 2024 for each NEO, except Mr. Desmond. These amounts differ from the amounts reflected for these awards in the Fiscal 2025 Summary Compensation Table due to the change in our stock price from March 28, 2024 to the grant date of April 1, 2024. The amount reflected in this column for Mr. Desmond represents two awards, one with a grant date of April 1, 2024 and the other with a grant date of May 1, 2024. The May 1, 2024 grant was awarded in connection with his promotion to Chief Product Officer. The number of shares subject to the RSU awards was determined by dividing this value by our closing stock price of $37.38 and $29.16 on March 28, 2024 and April 30, 2024, respectively. These amounts differ from the amounts reflected for these awards in the Fiscal 2025 Summary Compensation Table due to the change in our stock price from March 28, 2024 to the grant date of April 1, 2024 and from April 30, 2024 to the grant date of May 1, 2024. Mr. Glover did not receive a fiscal 2025 long-term incentive award because he stepped down from his position prior to the annual grant. |
Please see “Outstanding Equity Awards at Fiscal 2025 Year-End” for a summary of the outstanding equity awards held by each of the NEOs as of fiscal 2025 year-end.
Other Elements of Our Fiscal 2025 Executive Compensation Program
Employment Arrangements
Our NEO agreements describe the basic terms of the executive’s employment, including the base salary, annual bonus target and long-term incentive award target and eligibility to participate in our employee benefits programs. These agreements also provide for severance benefits in the event of a termination of employment in certain circumstances, including the departure of the NEO following a change in control of our Company.
After considering a market review prepared by Aon with respect to our severance protections, on December 19, 2024, we entered into amended and restated employment agreements (the “Amended and Restated Employment Agreements”) with each of our then-serving NEOs. The Amended and Restated Employment Agreements are generally based on the existing employment agreements with each executive, but with administrative updates as well as updates to reflect current compensation levels and to further align with market practices with respect to the termination provisions. Under the Amended and Restated Employment Agreements,
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for terminations by the Company without cause or by the executive due to good reason, in each case, not in connection with a change in control of the Company, the executive is eligible to receive, subject to the executive’s execution and non-revocation of a release of claims in favor of the Company (a “Release”), (i) a severance payment equal to one times the executive’s base salary, (ii) a payment equal to the executive’s target bonus amount for the year of termination, (iii) up to 12 months of COBRA reimbursements, and (iv) accelerated vesting of any equity award that would have vested in the normal course during the 12-month period following such termination of employment (24-months in the case of Mr. Naudé). Under the Amended and Restated Employment Agreements, for terminations by the Company without cause or by the executive due to good reason, in each case, within eighteen months following a change in control of the Company, the executive is eligible to receive, subject to the executive’s execution and non-revocation of a Release, (i) a severance payment equal to one and a half times the sum of the executive’s base salary and target annual bonus; (ii) up to 12 months of COBRA reimbursements (up to 18 months in the case of Mr. Naudé), and (iii) accelerated vesting of outstanding equity.
As noted above, following fiscal 2025 year-end, Mr. Naudé stepped down as Chief Executive Officer of the Company, and Mr. Desmond assumed the role of Chief Executive Officer, each effective February 1, 2025, with Mr. Naudé remaining as an executive employee of the Company. In connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Desmond entered into an amended and restated employment agreement (the “Amended Desmond Agreement”) with the Company through its operating subsidiary, nCino OpCo, Inc. The Amended Desmond Agreement is generally consistent with Mr. Desmond’s existing employment agreement, except that the Amended Desmond Agreement provides for (i) an increase to Mr. Desmond’s annual base salary to $500,000; (ii) an increase to Mr. Desmond’s target annual bonus opportunity equal to 100% of his annual base salary, with the actual payment amount to be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and subject to such other terms and conditions of the annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program”); and (iii) an equity incentive opportunity with a target grant date fair value equal to $8.2 million for fiscal 2026. In addition, the Amended Desmond Agreement provides that, in the event that Mr. Desmond’s employment is terminated by the Company without cause or by Mr. Desmond for good reason, in each case, not in connection with a change in control of the Company, then, among other things, Mr. Desmond’s outstanding equity awards will vest upon such termination to the extent that the normal vesting date for such awards would have occurred within 24 months of such termination of employment (increased from 12 months), subject to his execution and non-revocation of a Release. The Amended Desmond Agreement provides that in the event that Mr. Desmond’s employment is terminated by the Company without cause or by Mr. Desmond for good reason, in each case, within eighteen months following a change in control of the Company, then, among other things, Mr. Desmond is eligible to receive up to 18 months of COBRA reimbursements (increased from 12 months).
In connection with his appointment as Executive Chairman of the Company, Mr. Naudé entered into a letter agreement with the Company (the “Naudé Letter Agreement”), which provides for an initial term expiring on February 1, 2026, which term will automatically renew for additional one-year increments until either party provides 30 days’ prior written notice of non-renewal to the other party. Pursuant to the Naudé Letter Agreement, while serving as Executive Chairman, Mr. Naudé will be eligible (i) to receive an annual base salary of $260,000, (ii) to participate in the Annual Incentive Program, with a target annual bonus opportunity of $260,000 for fiscal 2026, with the actual payment amount to be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and subject to such other terms and conditions of the Annual Incentive Program, (iii) to participate in the equity incentive program maintained for senior executive officers of the Company, with a target equity incentive opportunity of $4 million for fiscal 2026; and (iv) except as otherwise described above, to continue receiving the compensation and benefits at the same level as he received immediately prior to February 1, 2025. In the event that Mr. Naudé’s service as Executive Chairman is terminated by our board of directors without cause or by Mr. Naudé for good reason, then Mr. Naudé will be eligible for the severance benefits payable under Mr. Naudé’s existing employment agreement, but with such amounts adjusted to reflect his compensation at the time of such termination of employment. In addition, in the
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event that Mr. Naudé is requested to resign as a member of our board of directors prior to the conclusion of his current term on our board of directors, then upon his resignation from our board of directors, and subject to his execution and non-revocation of a Release, Mr. Naudé’s outstanding and unvested equity awards will vest in full upon such resignation.
As noted above, during fiscal 2024, Mr. Glover stepped down from his role as an executive officer of the Company. Mr. Glover did not receive any severance benefits as a result of his resignation. In order to facilitate a smooth transition, Mr. Glover remained with the Company in an advisory capacity through June 30, 2024. While serving as an advisor, Mr. Glover’s equity awards continued to vest in accordance with their terms based on his continued service. Although Mr. Glover had a contractual entitlement to continued vesting based on his continued service during the advisor term, under applicable accounting rules, this continued vesting resulted in a modification under ASC 718, resulting in an additional incremental fair value reported in the Fiscal 2025 Summary Compensation Table under ASC 718.
See the subsection titled “Potential Payments Upon Termination or Change of Control” for a description of the severance and change in control arrangements for our NEOs.
Other Benefits
Our NEOs participate in our corporate-wide benefit programs. Our NEOs are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan. Mr. Naudé also receives life insurance benefits paid for by the Company.
Consistent with our performance-based culture, we do not offer a service-based defined benefit pension plan or other similar benefits to our employees. During fiscal 2025, we did not provide nonqualified retirement programs or perquisites that are often provided at other companies to executive officers.
Clawback Policy
During fiscal 2024, the Company adopted a Dodd-Frank Clawback Policy to comply with SEC and Nasdaq listing rules. Under the Policy on Recoupment of Incentive Compensation, the Company is required to recoup any erroneously awarded incentive compensation paid or payable to certain current or former executive officers of the Company, including the named executive officers, in the event of certain accounting restatements due to the Company’s material non-compliance with any financial reporting requirement under U.S. federal securities laws, the result of which is that any such incentive compensation would have been a lower amount had it been calculated based on the restated results.
Anti- Hedging and Anti-Pledging Policies
Our board of directors previously adopted a hedging and pledging policy that prohibits all of the directors and executive officers of the Company from hedging the Company’s securities. Our board of directors also previously adopted a policy prohibiting all directors and executive officers of the Company from pledging the Company’s securities that they own directly.
Stock Ownership Guidelines
Our board of directors adopted stock ownership guidelines applicable to our executive officers and directors in order to further align their interests with the Company’s stockholders and further promote the Company’s commitment to sound corporate governance. Under the guidelines, our CEO and other executive officers are required to own common stock and common stock equivalents with a value equal to three times base salary for our CEO and one times base salary for our other executive officers. Executive officers have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright
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Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Compensation Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.
Guidance from Compensation Consultant
Aon provides executive compensation consulting services to the Compensation Committee. With respect to fiscal 2025, Aon provided services related to the review of fiscal 2025 compensation decisions for executive officers and directors, including a review of peer group compensation data and assistance with this CD&A, and was paid approximately $147,750 for these services. Aon is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in committee meetings.
In addition to services provided to the Compensation Committee, the Company engaged Aon or its affiliates to provide consulting services to the Company for a global job review, market benchmarking, and design of the Company’s overall job structure. While the Compensation Committee was aware of the retention of Aon and its affiliates for these other services, the Compensation Committee was not involved in the decision to engage, or the approval of, the engagement of Aon or its affiliates for these other services. In fiscal 2025, Aon was paid about $189,619 for these global job review consulting services. The Compensation Committee reviewed the independence of Aon under Nasdaq and SEC rules and concluded that the work of Aon has not raised any conflict of interest.
Selection of and Comparison to Peer Group
To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as for our general industry.
While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include, but are not limited to:
| • | Market competitiveness for a particular position; |
| • | Experience and past performance inside or outside the Company; |
| • | Role and responsibilities within the Company; and |
| • | Tenure with the Company and associated institutional and industry knowledge. |
In selecting companies for our peer group, the Compensation Committee considered the following peer group selection criteria:
| • | Operates in the software and software as a service (SAAS) industry; and |
| • | Comparable in terms of market capitalization and revenue (between roughly 1/3x and 3x of Company’s market capitalization and revenue, respectively). |
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For fiscal 2025 compensation decisions, the Compensation Committee utilized the peer group set forth below. This was the same peer group as fiscal 2024, except that Clearwater Analytics Holdings, Inc. and N-able Technologies, Inc. were added, and Duck Creek Technologies and LivePerson were removed to better reflect the Company in terms of operation and the characteristics described above. Based on data compiled by Aon at the time of the peer group review, the Company’s market value was positioned at the 44th percentile and the Company’s market capitalization, as a multiple of revenue, was positioned at the 62nd percentile of our peer group.
| 2025 Compensation Peer Group |
||||
| Appfolio, Inc. | Everbridge, Inc. | Qualys, Inc. | ||
| Appian Corporation | Fastly, Inc. | Smartsheet, Inc. | ||
| BigCommerce Holdings, Inc. | Five9, Inc. | SPS Commerce, Inc. | ||
| BlackLine, Inc. | MeridianLink, Inc. | Varonis Systems, Inc. | ||
| Clearwater Analytics Holdings, Inc. | N-able Technologies, Inc. | Workiva, Inc. | ||
| DoubleVerify Holding, Inc. | Paycor HCM, Inc. | |||
| EngageSmart, Inc. | Q2 Holdings, Inc. | |||
In assessing executive compensation, the Compensation Committee also reviewed market and survey data from the Radford Global Technology Survey.
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COMPENSATION COMMITTEE REPORT
Our Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with Company management. Based upon this review and discussion, the Compensation Committee recommended to our board of directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Respectfully submitted by the Compensation Committee of our board of directors.
William Ruh, Chair
Pam Kilday
Spencer Lake
This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.
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FISCAL 2025 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES
Fiscal 2025 Summary Compensation Table
The following table provides information regarding the compensation earned by our NEOs for fiscal 2025, 2024 and 2023.
| Name and Principal Position(1) |
Fiscal Year |
Salary ($) |
Bonus ($) |
Stock Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3) |
All Other Compensation ($)(4) |
Total ($) | ||||||||||||||||||||||||||||
| Pierre Naudé, |
2025 | 512,500 | — | 7,470,940 | 494,400 | 21,259 | 8,499,099 | ||||||||||||||||||||||||||||
| Chief Executive Officer |
2024 | 497,987 | — | 6,934,897 | 380,000 | 20,664 | 7,833,548 | ||||||||||||||||||||||||||||
| 2023 | 487,920 | — | 7,158,830 | 392,912 | 19,775 | 8,059,437 | |||||||||||||||||||||||||||||
| Greg Orenstein, |
2025 | 364,167 | — | 2,837,050 | 211,968 | 51,149 | 3,464,334 | ||||||||||||||||||||||||||||
| Chief Financial Officer & Treasurer |
2024 | 343,073 | — | 2,278,598 | 131,100 | 47,642 | 2,800,413 | ||||||||||||||||||||||||||||
| 2023 | 324,480 | — | 2,045,360 | 130,668 | 45,625 | 2,546,133 | |||||||||||||||||||||||||||||
| Sean Desmond, |
2025 | 361,425 | — | 2,509,058 | 209,204 | 14,942 | 3,094,629 | ||||||||||||||||||||||||||||
| Chief Product Officer |
2024 | 328,000 | — | 2,278,598 | 125,400 | 14,316 | 2,746,314 | ||||||||||||||||||||||||||||
| 2023 | 310,500 | — | 2,045,360 | 125,061 | 13,434 | 2,494,355 | |||||||||||||||||||||||||||||
| April Rieger, |
2025 | 337,000 | — | 1,891,366 | 178,675 | 14,845 | 2,421,886 | ||||||||||||||||||||||||||||
| Chief Legal and Compliance Officer & Secretary |
2024 | 325,000 | — | 1,486,048 | 137,940 | 14,370 | 1,963,358 | ||||||||||||||||||||||||||||
| 2023 | 286,477 | — | 3,661,866 | 111,459 | 13,380 | 4,073,182 | |||||||||||||||||||||||||||||
| Josh Glover, |
2025 | 88,025 | — | 322,128 | — | 3,062 | 413,215 | ||||||||||||||||||||||||||||
| Former President & Chief Revenue Officer |
2024 | 413,919 | — | 3,170,227 | 271,320 | 14,280 | 3,869,746 | ||||||||||||||||||||||||||||
| 2023 | 383,514 | — | 3,732,821 | 262,511 | 13,380 | 4,392,226 | |||||||||||||||||||||||||||||
| (1) | As noted above in “Named Executive Officers,” following fiscal 2025 year-end, Mr. Naudé stepped down as Chief Executive Officer of the Company and Mr. Desmond assumed the role of Chief Executive Officer, each effective February 1, 2025, with Mr. Naudé remaining as an executive employee of the Company. In addition, during fiscal 2025, Mr. Glover stepped down from his role as President & Chief Revenue Officer of the Company, and, to facilitate a smooth transition of his responsibilities, Mr. Glover continued to work with the Company in an advisory capacity through June 30, 2024. |
| (2) | The amounts reported represent the grant date fair value of RSUs calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated based on the fair market value of a share of Company common stock as of the grant date. As disclosed above in “Other Elements of Our Fiscal 2025 Executive Compensation Program—Employment Arrangements”, included in this amount is the incremental fair value of $322,128, computed as of the date of the modification in accordance with ASC Topic 718, related to Mr. Glover’s fiscal 2025 equity modifications. |
| (3) | The amounts reported for fiscal 2025 represent payouts under the Company’s annual cash bonus program based on performance with respect to goals relating to (i) Total Annual Revenue Growth and (ii) Non-GAAP Operating Margin. |
| (4) | The amounts reported in this column for fiscal 2025 consist of (i) a cell phone allowance for each of the NEOs other than Mr. Naudé, (ii) matching contributions under the Company’s 401(k) plan for Mr. Naudé of $12,465, Mr. Orenstein of $12,489, Mr. Desmond of $12,542, Ms. Rieger of $12,445 and Mr. Glover of $2,562 (iii) lodging expenses of $20,324 for Mr. Orenstein and a related tax reimbursement of $15,936, and (iv) life insurance premiums paid by the Company for Mr. Naudé and a related tax reimbursement of $2,802. |
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Fiscal 2025 Grants of Plan-Based Awards
The following table provides information regarding the possible payouts to our NEOs in fiscal 2025 under our annual cash bonus program and the equity awards received by our NEOs in fiscal 2025 under the: nCino, Inc. 2019 Equity Incentive Plan (as amended and restated on July 16, 2020) (the “2019 Plan”).
| Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) |
|||||||||||||||||||||||||||||||||||
| Name |
Grant Date |
Approval Date |
Threshold ($) |
Target ($) |
Maximum ($) |
All Other Stock Awards: Number of shares of stock or units (#)(2) |
Grant Date Fair Stock Awards ($)(3) | ||||||||||||||||||||||||||||
| Pierre Naudé |
(4) | — | 123,600 | 309,000 | 618,000 | — | — | ||||||||||||||||||||||||||||
| (5) | — | 41,200 | 206,000 | 329,600 | — | — | |||||||||||||||||||||||||||||
| 4/1/2024 | 1/26/2024 | — | — | — | 211,342 | 7,470,940 | |||||||||||||||||||||||||||||
| Greg Orenstein |
(4) | — | 52,992 | 132,480 | 264,960 | — | — | ||||||||||||||||||||||||||||
| (5) | — | 17,664 | 88,320 | 141,312 | — | — | |||||||||||||||||||||||||||||
| 4/1/2024 | 1/26/2024 | — | — | — | 80,256 | 2,837,050 | |||||||||||||||||||||||||||||
| Sean Desmond |
(4) | — | 52,301 | 130,753 | 261,505 | — | — | ||||||||||||||||||||||||||||
| (5) | — | 17,434 | 87,168 | 139,469 | — | — | |||||||||||||||||||||||||||||
| 4/1/2024 | 1/26/2024 | — | — | — | 53,504 | 1,891,366 | |||||||||||||||||||||||||||||
| 5/1/2024 | 4/17/2024 | — | — | — | 20,576 | 617,692 | |||||||||||||||||||||||||||||
| April Rieger |
(4) | — | 44,669 | 111,672 | 223,344 | — | — | ||||||||||||||||||||||||||||
| (5) | — | 14,890 | 74,448 | 119,117 | — | — | |||||||||||||||||||||||||||||
| 4/1/2024 | 1/26/2024 | — | — | — | 53,504 | 1,891,366 | |||||||||||||||||||||||||||||
| Josh Glover(6) |
(4) | — | 88,250 | 220,626 | 441,252 | — | — | ||||||||||||||||||||||||||||
| (5) | — | 29,417 | 147,084 | 235,334 | — | — | |||||||||||||||||||||||||||||
| 3/26/2024 | 3/26/2024 | — | — | — | 45,943 | 322,128 | |||||||||||||||||||||||||||||
| (1) | Amounts reported in this column reflect the fiscal 2025 target bonus opportunity for each NEO. Mr. Glover was not eligible to receive a fiscal 2025 bonus in light of his departure during fiscal 2025. |
| (2) | The amounts reported in this column represent RSU awards that vest in four equal annual installments on each of the first four anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date, except for Mr. Glover. Mr. Glover’s amount reported in this column represents the number of shares modified during fiscal 2025 as discussed above in further detail in Footnote 2 to the Fiscal 2025 Summary Compensation Table. |
| (3) | The amounts reported represent the grant date fair value of RSUs calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated based on the fair market value of a share of Company common stock as of the grant date, except for Mr. Glover. Mr. Glover’s amount reported in this column represents the incremental fair value of his equity modifications in fiscal 2025 as discussed above in further detail in Footnote 2 to the Fiscal 2025 Summary Compensation Table. |
| (4) | Amounts represent the weighted threshold, target and maximum payout levels with respect to the Total Annual Revenue Growth performance metric under our fiscal 2025 annual cash bonus program. |
| (5) | Amounts represent the weighted threshold, target and maximum payout levels with respect to the Non-GAAP Operating Margin performance metric under our fiscal 2025 annual cash bonus program. |
| (6) | As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company. |
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Outstanding Equity Awards at Fiscal 2025 Year-End
The following table summarizes outstanding option awards and unvested stock awards held by each NEO on January 31, 2025.
| Option Awards | Stock Awards | |||||||||||||||||||||||||
| Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)(1) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
|||||||||||||||||||
| Pierre Naudé |
4/5/2021 | — | — | — | — | 25,000 | 850,250 | |||||||||||||||||||
| 2/1/2022 | — | — | — | — | 76,369 | 2,597,310 | ||||||||||||||||||||
| 5/1/2023 | — | — | — | — | 212,293 | 7,220,085 | ||||||||||||||||||||
| 4/1/2024 | — | — | — | — | 211,342 | 7,187,741 | ||||||||||||||||||||
| Greg Orenstein |
11/1/2015 | 72,448 | — | 2.45 | 11/1/2025 | — | — | |||||||||||||||||||
| 4/5/2021 | — | — | — | — | 5,405 | 183,824 | ||||||||||||||||||||
| 2/1/2022 | — | — | — | — | 21,820 | 742,098 | ||||||||||||||||||||
| 5/1/2023 | — | — | — | — | 69,753 | 2,372,300 | ||||||||||||||||||||
| 4/1/2024 | — | — | — | — | 80,256 | 2,729,507 | ||||||||||||||||||||
| Sean Desmond |
2/1/2017 | 235,276 | — | 4.98 | 2/1/2027 | — | — | |||||||||||||||||||
| 4/5/2021 | — | — | — | — | 5,405 | 183,824 | ||||||||||||||||||||
| 2/1/2022 | — | — | — | — | 21,820 | 742,098 | ||||||||||||||||||||
| 5/1/2023 | — | — | — | — | 69,753 | 2,372,300 | ||||||||||||||||||||
| 4/1/2024 | — | — | — | — | 53,504 | 1,819,671 | ||||||||||||||||||||
| 5/1/2024 | — | — | — | — | 20,576 | 699,790 | ||||||||||||||||||||
| April Rieger |
2/1/2021 | — | — | — | — | 558 | 18,978 | |||||||||||||||||||
| 11/1/2021 | — | — | — | — | 3,441 | 117,028 | ||||||||||||||||||||
| 2/1/2022 | — | — | — | — | 17,456 | 593,679 | ||||||||||||||||||||
| 9/12/2022 | — | — | — | — | 27,824 | 946,294 | ||||||||||||||||||||
| 5/1/2023 | — | — | — | — | 45,492 | 1,547,183 | ||||||||||||||||||||
| 4/1/2024 | — | — | — | — | 53,504 | 1,819,671 | ||||||||||||||||||||
| Josh Glover(3) |
— | — | — | — | — | — | — | |||||||||||||||||||
| (1) | These RSUs are scheduled to vest with respect to 25% of the shares subject to the RSU award on each of the first four anniversaries of the grant date. |
| (2) | The market value of shares or units that have not vested reflects a stock price of $34.01, our closing stock price on January 31, 2025, the last trading date of fiscal 2025. |
| (3) | As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company and, as of January 31, 2025 did not hold any outstanding equity awards. |
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Fiscal 2025 Option Exercises and Stock Awards Vested
The following table provides information concerning the exercise of stock options and vesting of stock awards during fiscal 2025 for each of the NEOs.
| Option Awards | Stock Awards | |||||||||||||||||||
| Name | Number of Shares Acquired Upon Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) | ||||||||||||||||
| Pierre Naudé |
— | — | 165,963 | 5,154,113 | ||||||||||||||||
| Greg Orenstein |
100,000 | 3,390,524 | 57,238 | 1,762,785 | ||||||||||||||||
| Sean Desmond |
10,500 | 259,140 | 53,160 | 1,639,588 | ||||||||||||||||
| April Rieger |
7,855 | 166,297 | 42,590 | 1,306,363 | ||||||||||||||||
| Josh Glover |
— | — | 71,259 | 2,194,700 | ||||||||||||||||
Fiscal 2025 Potential Payments Upon Termination or Change in Control
During fiscal 2025, the NEOs were each subject to employment agreements that provided for certain severance benefits upon a qualifying termination of employment. A description of the material terms of each of the employment arrangements that were in effect on January 31, 2025, as well as estimates of the payments and benefits each NEO would receive upon a qualifying termination of employment or change in control, are set forth below. The estimates have been calculated assuming a termination date of January 31, 2025 and the closing price of a share of our common stock of $34.01 on January 31, 2025. The amounts reported below are only estimates and actual payments and benefits to be paid upon a qualifying termination of a NEO’s employment with the Company or change in control of the Company under these arrangements can only be determined at the time of termination or change in control.
As described in more detail in “Other Elements of Our Fiscal 2025 Executive Compensation Program,” in connection with his stepping down from his role as an executive officer of the Company in fiscal 2024, Mr. Glover did not receive any severance benefits as a result of his resignation. In order to facilitate a smooth transition, Mr. Glover remained with the Company in an advisory capacity through June 30, 2024. While serving as an advisor, Mr. Glover’s equity awards continued to vest in accordance with their terms based on his continued service, with the number of shares acquired upon vesting and such value realized on vesting described in the “Fiscal 2025 Options Exercised and Stock Awards Vested” table above.
Employment Agreements
In connection with our IPO, we entered into employment agreements with each of our then-serving NEOs, which were amended and restated on December 19, 2024 for our continuing NEOs, the Amended and Restated Employment Agreements.
Under the Amended and Restated Employment Agreements:
| • | In the event of a termination of employment due to the NEO’s death, the NEO’s estate will be entitled to a pro-rated bonus for the year of termination, based on actual performance and pro-rated for the portion of the year the NEO was employed; |
| • | In the event of a termination of employment due to the NEO’s disability, the NEO will be entitled to a pro-rated bonus for the year of termination, based on actual performance and pro-rated for the portion of the year the NEO was employed; |
| • | Under the Amended and Restated Employment Agreements, for terminations by the Company without cause or by the executive due to good reason, in each case, not in connection with a change in control of the Company, the NEO is eligible to receive, subject to the executive’s execution and |
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| non-revocation of a Release of claims in favor of the Company, (i) a severance payment equal to one times the executive’s base salary, (ii) a payment equal to the executive’s target bonus amount for the year of termination, (iii) up to 12 months of COBRA reimbursements, and (iv) accelerated vesting of any equity award that would have vested in the normal course during the 12-month period following such termination of employment (24 months in the case of Mr. Naudé); and |
| • | Under the Amended and Restated Employment Agreements, for termination by the Company without cause or by the executive due to good reason, in each case, within eighteen months following a change in control of the Company, the executive is eligible to receive, subject to the executive’s execution and non-revocation of a Release, (i) a severance payment equal to one and a half times the sum of the executive’s base salary and target annual bonus; (ii) up to 12 months of COBRA reimbursements (up to 18 months in the case of Mr. Naudé), and (iii) accelerated vesting of outstanding equity. In addition, under the terms of the employment agreements, if the payments and benefits to a NEO under his or her employment agreement or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. The tables below do not reflect the application of any potential reduction necessary to avoid such excise taxes. |
At the time the NEO entered into the original employment agreement with the Company, the NEO also entered into a non-disclosure, restrictive covenants and assignment of invention agreement with restrictive covenants relating to non-competition and non-solicitation of customers and employees, during employment and for 12 months following a termination of employment for Messrs. Naudé and Orenstein and for six months following a termination of employment for Mr. Desmond and Ms. Rieger.
Potential Payments Upon Death or Disability Table
| Name | Severance Payment ($)(1) |
Value of Accelerated Equity Awards ($) |
Welfare Benefits ($) |
Aggregate Payments ($) | ||||||||||||||||
| Pierre Naudé |
494,400 | — | — | 494,400 | ||||||||||||||||
| Greg Orenstein |
211,968 | — | — | 211,968 | ||||||||||||||||
| Sean Desmond |
209,204 | — | — | 209,204 | ||||||||||||||||
| April Rieger |
178,675 | — | — | 178,675 | ||||||||||||||||
| Josh Glover(2) |
— | — | — | — | ||||||||||||||||
| (1) | Amounts reported in this column represent a pro-rated target bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2025, the amounts are not pro-rated. |
| (2) | As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company. |
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Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| Name | Severance Payment ($)(2) |
Value of Accelerated Equity Awards ($)(3) |
Welfare Benefits ($)(4) |
Aggregate Payments ($) | ||||||||||||||||
| Pierre Naudé |
1,030,000 | 11,854,815 | 10,595 | 12,895,410 | ||||||||||||||||
| Greg Orenstein |
588,800 | 2,028,008 | 17,460 | 2,634,268 | ||||||||||||||||
| Sean Desmond |
588,721 | 1,975,496 | 17,963 | 2,582,180 | ||||||||||||||||
| April Rieger |
524,520 | 1,876,604 | 17,230 | 2,418,354 | ||||||||||||||||
| Josh Glover(5) |
— | — | — | — | ||||||||||||||||
| (1) | A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason prior to or more than 18 months following a change in control. |
| (2) | Amounts reported in this column represent the sum of (i) 12 months’ base salary for the continuing NEOs and (ii) a payment equal to the executive’s target bonus amount for the year of termination. |
| (3) | For each of the continuing NEOs, represents the value of equity awards where the normal vesting date for such awards would have occurred on or prior to the 12 month (for Mr. Naudé, 24 month) anniversary of such termination of employment. For each of the continuing NEOs, any equity awards that do not vest pursuant to the foregoing will remain outstanding and be forfeited without consideration on the six-month anniversary of such termination unless a change in control occurs within such six-month period. |
| (4) | Represents the estimated value of continued welfare benefits that the continuing NEOs would be entitled to receive upon a qualifying termination of employment. |
| (5) | As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| Name | Severance Payment ($)(2) |
Value of Accelerated Equity Awards ($)(3) |
Welfare Benefits ($)(4) |
Aggregate Payments ($) |
||||||||||||
| Pierre Naudé |
1,545,000 | 17,855,386 | 15,893 | 19,416,279 | ||||||||||||
| Greg Orenstein |
883,200 | 6,027,729 | 17,460 | 6,928,389 | ||||||||||||
| Sean Desmond |
883,082 | 5,817,683 | 17,963 | 6,718,728 | ||||||||||||
| April Rieger |
786,780 | 5,042,833 | 17,230 | 5,846,843 | ||||||||||||
| Josh Glover(5) |
— | — | — | — | ||||||||||||
| (1) | A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason on or within 18 months following a change in control. |
| (2) | Amounts reported in this column represent the aggregate amount equal to 1.5 times the sum of (i) base salary for each of the continuing NEOs and (ii) bonus for the year of termination, based on target performance. |
| (3) | Represents value of equity awards that become fully vested and exercisable in full in the event of such qualifying termination. |
| (4) | Represents the estimated value of continued welfare benefits that the continuing NEOs would be entitled to receive upon a qualifying termination of employment on or within 18 months following a change in control. |
| (5) | As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company |
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Compensation Risk Assessment
As part of our regular compensation planning, we review the risks associated with our compensation practices and policies. Based on this review, we determined that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. As part of our compensation planning, we review our compensation philosophies, our compensation governance structure and the design and oversight of our compensation programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short- and long-term incentives with compensation-based goals aligning with corporate goals. Centralized oversight helps ensure compensation programs align with the Company’s goals and compensation philosophies and, along with other factors such as the Company’s clawback policy and stock ownership guidelines, operate to mitigate against the risk that such programs would encourage excessive risk-taking.
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CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Naudé, our Chief Executive Officer. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.
Ratio
For fiscal 2025,
| • | The median of the annual total compensation of all of our employees, other than Mr. Naudé, was $112,179. |
| • | Mr. Naudé’s annual total compensation, as reported in the Total column of the Fiscal 2025 Summary Compensation Table, was $8,499,099. |
| • | Based on this information, the ratio of the annual total compensation of Mr. Naudé to the median of the annual total compensation of all employees is estimated to be 76 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. |
Identification of Median Employee
We selected January 31, 2025 as the date on which to determine our median employee. As of such date, we had 1,832 employees. The pay ratio disclosure rules permit companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. Applying this de minimis exemption, we excluded twenty-five employees in Canada, three employees in France, two employees in Germany, seventeen employees in Japan, four employees in Spain, six employees in New Zealand, and one employee in Sweden, from the calculations of our median employee. After excluding the employees under the de minimis exemption, we calculated the pay ratio based on 1,774 employees. For purposes of identifying the median employee from our fiscal 2025 employee population, we considered the gross cash compensation of all employees, as compiled from payroll records. We selected gross cash compensation as it represents the principal form of compensation delivered to all of our employees and is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the 12-month period ending January 31, 2025. Compensation paid in foreign currencies was converted to U.S. dollars based on spot rate exchange rate as of January 31, 2025.
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Value of Initial Fixed $100 Investment Based on: (4) |
||||||||||||||||||||||||||||||||||||||||
Fiscal Year (1) |
Summary Compensation Table Total for PEO ($) (2) |
Compensation Actually Paid to PEO ($) (3) |
Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) |
Average Compensation Actually Paid to Non-PEO NEOs ($) (3) |
Total Shareholder Return ($) |
Peer Group Total Shareholder Return ($) (5) |
Net Loss ($) |
($) (6) | ||||||||||||||||||||||||||||||||
2025 |
||||||||||||||||||||||||||||||||||||||||
2024 |
||||||||||||||||||||||||||||||||||||||||
2023 |
( |
) | ||||||||||||||||||||||||||||||||||||||
2022 |
( |
) | ||||||||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||||||||||
| (1) |
| • | 2025: Greg Orenstein; Sean Desmond; April Rieger and Josh Glover. |
| • | 2024: Greg Orenstein; Sean Desmond; Josh Glover, and Matthew Hansen. |
| • | 2023: Josh Glover; David Rudow; Greg Orenstein; April Rieger; and Matthew Hansen. |
| • | 2022: Josh Glover; David Rudow; Greg Orenstein; and Sean Desmond. |
| • | 2021: Greg Orenstein and Josh Glover. |
| (2) | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Naudé and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs reported for the applicable year other than the PEO for such years. |
| (3) | To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Naudé and for the average of the other NEOs is set forth following the footnotes to this table. |
| (4) | Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 14, 2020 (the day on which regular-way trading of Company common stock commenced). Historic stock price performance is not necessarily indicative of future stock price performance. |
| (5) |
| (6) | Non-GAAP Operating Margin metrics included in the fiscal 2025 annual cash bonus program. |
Fiscal Year |
Summary Compensation Table Total ($) (1) |
Minus Grant Date Fair Value of Stock Awards Granted in the Current Fiscal Year ($) (2) |
Plus (Minus) Fair Value at Fiscal Year-end ofOutstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3) |
Plus (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (4) |
Plus (Minus) Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (5) |
Plus (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (6) |
Minus Fair Value as of Prior Fiscal Year-end ofStock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (7) |
Compensation Actually Paid ($) | ||||||||||||||||||||||||||||||||
Pierre Naudé |
||||||||||||||||||||||||||||||||||||||||
2025 |
( |
) | — | ( |
) | — | ||||||||||||||||||||||||||||||||||
2024 |
( |
) | — | ( |
) | — | ||||||||||||||||||||||||||||||||||
2023 |
( |
) | ( |
) | — | ( |
) | — | ||||||||||||||||||||||||||||||||
2022 |
( |
) | ( |
) | — | ( |
) | — | ||||||||||||||||||||||||||||||||
2021 |
( |
) | — | — | ||||||||||||||||||||||||||||||||||||
Other NEOs (Average) (8) |
||||||||||||||||||||||||||||||||||||||||
2025 |
( |
) | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
2024 |
( |
) | — | — | ||||||||||||||||||||||||||||||||||||
2023 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
2022 |
( |
) | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
2021 |
( |
) | — | — | ||||||||||||||||||||||||||||||||||||
| (1) | Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |
| (2) | Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (3) | Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (4) | Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (5) | Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (6) | Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (7) | Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
| (8) | See footnote 1 above for the NEOs included in the average for each year. |
| • | Relationship Between CAP to the PEO and Average Other NEOs and the Company’s Net Income (Loss) and Revenue: Net income (loss) is not a component of our fiscal 2025 executive compensation program. Instead, the Company uses a variety of performance metrics to measure performance under its annual cash bonus program, with the fiscal 2025 program based on Total Annual Revenue Growth and Non-GAAP Operating Margin, as described further in the CD&A. As a result, our CAP for our NEOs is less impacted by fluctuations in our net income as compared to our performance with respect to our annual cash bonus program metrics as well as our stock price performance. The Company’s fiscal 2021 net loss was $ |
| • | Relationship Between CAP to the PEO and Average Other NEOs and the Company’s TSR. Given the leverage of our executive compensation program towards equity-based awards, fluctuations in CAP for our PEO and other NEOs is most directly impacted by our stock price performance. Commensurate with our decline in TSR, calculated assuming a $100 investment in our common stock on July 14, 2020 (the day on which regular-way trading of Company common stock commenced), from $ |
| • | Relationship Between Company TSR and Peer Group TSR. The TSR of the S&P 1500 Application Software Index has outperformed t regular-way trading of Company common stock commenced. Assuming a $100 investment in our common stock on July 14, 2020 (the day on which regular-way trading of Company common stock commenced), our TSR declined from $ |
| • |
| • | Non-GAAP Operating Margin |
| • |
Table of Contents
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of January 31, 2025 regarding the number of shares of our common stock that may be issued under our equity compensation plans.
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted Average Exercise Price of Outstanding Options and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||||||||
| Equity compensation plans approved by security holders(1) |
6,917,061 | (2) | 7.22 | (3) | 31,771,148(4) | ||||||||||
| Equity compensation plans not approved by security holders |
— | — | — | ||||||||||||
|
|
|
|
|
|
|
||||||||||
| Total |
6,917,061 | 7.22 | 31,771,148 | ||||||||||||
| (1) | Includes our 2019 Amended and Restated Equity Incentive Plan, Employee Stock Purchase Plan and 2014 Omnibus Stock Ownership and Long Term Incentive Plan. |
| (2) | Includes 811,602 shares issuable pursuant to outstanding stock options and 6,105,459 shares issuable pursuant to outstanding RSUs under our 2019 Amended and Restated Equity Incentive Plan and 2014 Omnibus Stock Ownership and Long Term Incentive Plan. |
| (3) | Excludes RSUs which have no exercise price. |
| (4) | Includes 26,287,124 shares available for issuance under our 2019 Amended and Restated Equity Incentive Plan and 5,484,024 shares available for issuance under our Employee Stock Purchase Plan. Our 2019 Amended and Restated Equity Incentive Plan provides that the number of shares of our common stock reserved for issuance under the plan will automatically increase on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022 and continuing until (and including) the fiscal year ending January 31, 2031, by an amount equal to the lesser of (i) 5% of the shares of our common stock issued and outstanding on January 31 of the immediately preceding fiscal year or (ii) an amount determined by our board of directors. Our Employee Stock Purchase Plan provides that the number of shares of our common stock available for future issuance under the plan will automatically increase on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022 and continuing until (and including) the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of our common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of our common stock or (iii) an amount determined by our board of directors. |
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PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JANUARY 31, 2026
Our board of directors and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of Ernst & Young LLP (“EY”), as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending January 31, 2026. Stockholder ratification of such selection is not required by our Amended and Restated Bylaws or any other applicable legal requirement. However, our board of directors is submitting the selection of EY to our stockholders for ratification as a matter of good corporate governance.
In the event our stockholders fail to ratify the selection, the Audit Committee will consider whether or not to continue to retain EY for the fiscal year ending January 31, 2026. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.
EY has audited our financial statements since our fiscal year 2017. A representative of EY is expected to be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.
Principal Accountant Fees and Services
The following table sets forth the fees billed for professional audit services and other services rendered to the Company by EY for the fiscal years ended January 31, 2025 and 2024.
| Years Ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees(1) |
$ | 2,662,000 | $ | 2,103,000 | ||||
| Audit-related fees(2) |
— | — | ||||||
| Tax fees(3) |
— | — | ||||||
| All other fees |
— | — | ||||||
|
|
|
|
|
|||||
| Total fees |
$ | 2,662,000 | $ | 2,103,000 | ||||
|
|
|
|
|
|||||
| (1) | Audit fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, review of the financial statements included in our quarterly reports, as well as services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Fees for fiscal 2024 and 2025 also included fees related to other SEC registration statements. |
| (2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These include fees for work performed relating to the buyer prepared closing statements for business combinations. |
| (3) | Tax Fees consist of fees billed for tax compliance, consultation and planning services. |
Determination of Independence
In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.
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Additional information concerning the Audit Committee and its activities can be found in the following sections of this proxy statement: “Committee of the Board of Directors” and “Report of the Audit Committee.”
Pre-Approval Policy
According to policies adopted by the Audit Committee and ratified by our board of directors, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. The Audit Committee has established a general pre-approval policy for certain audit and non-audit services, up to a specified amount for each identified service that may be provided by the independent auditors.
The Audit Committee approved all services provided by EY during the fiscal year ended January 31, 2025, in accordance with this policy. The Audit Committee has considered the nature and amount of the fees billed by EY and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining EY’s independence.
Recommendation of Our Board of Directors and Audit Committee
OUR BOARD OF DIRECTORS AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2026.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees our independent registered public accounting firm and assists our board of directors in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.
In fulfilling its oversight responsibilities, the Audit Committee:
| • | reviewed and discussed our financial statements as of and for the fiscal year ended January 31, 2025 with management and EY; |
| • | discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; |
| • | received the written disclosures and the letter from EY required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence; and |
| • | discussed the independence of EY with that firm. |
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to our board of directors, and our board of directors approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 for filing with the SEC. The Audit Committee also appointed EY as our independent registered public accounting firm for fiscal year ending January 31, 2026.
Submitted by the Audit Committee of our board of directors:
| Steven Collins, Chair |
| William Ruh |
| William Spruill |
| Justin Nyweide |
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL THREE
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
General
We are seeking an advisory, non-binding stockholder vote with respect to the compensation awarded to our named executive officers (or “NEOs”), referred to as a “Say-on-Pay” vote, for the fiscal year ended January 31, 2025, in accordance with the requirements of Section 14A of the Exchange Act. In accordance with the preference expressed by our stockholders at the 2022 annual meeting of stockholders, the board has determined to hold a Say-on-Pay vote annually at least until the next advisory vote regarding the frequency of the Say-on-Pay vote.
Our executive compensation program and the compensation paid to our NEOs are described in the section entitled “Executive Compensation” of this proxy statement. Our compensation programs are overseen by the Compensation Committee and are based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our NEOs is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.
Accordingly, our board of directors requests that stockholders approve on a non-binding, advisory basis, the compensation of our NEOs as described in this proxy statement pursuant to the following resolution:
RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section, compensation tables, and narrative discussion, is hereby APPROVED.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NEOS.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL FOUR
MANAGEMENT PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD
General
We are proposing to amend and restate our Amended and Restated Certificate of Incorporation to phase out the classification of the terms of our board of directors and to provide instead for the annual election of directors. If this Proposal Four is approved by the stockholders, our Certificate of Incorporation will be amended and restated in accordance with the Amended and Restated Certificate of Incorporation included hereto as Exhibit A.
Background
Article V of our Certificate of Incorporation currently provides that our board of directors shall be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as practicable, with the term of office of one class expiring each year and directors in each class being elected to three-year terms.
Effect of Proposal
If the proposed amendment is approved by our stockholders, directors elected to three-year terms of office at or prior to this Annual Meeting by our stockholders will complete their three-year terms, and thereafter they or their successors would be elected to one-year terms at each future annual meeting of stockholders. Beginning at the 2028 annual meeting of stockholders, the declassification of our board of directors would be complete, and all directors would be subject to annual election to one-year terms.
The proposed amendment does not change the number of directors or the board of director’s authority to change that number and to fill any vacancies or newly created directorships. In addition, prior to the 2028 annual meeting of stockholders, any person appointed to fill a vacancy on our board of directors during the year will serve until the annual meeting at which the term of the class to which such person has been appointed expires or until such person’s successor has been duly elected and qualified, or until such person’s earlier death, resignation or removal.
Reasons for Amendment
Over a number of years, our board of directors has periodically considered the advantages and disadvantages of maintaining a classified board structure and concluded that this structure was in the best interests of the Company and its stockholders. There are valid arguments in favor of and in opposition to a classified board structure. Proponents of a classified board structure believe it facilitates long-term strategic planning, enhances the independence of non-employee directors, and allows for the retention of experienced and knowledgeable directors over time, while maintaining the board’s accountability to the company’s stockholders. On the other hand, our board of directors believes that corporate governance standards have evolved and that many investors and commentators now believe that the election of directors is the primary means for stockholders to influence corporate governance policies and increase the board’s and management’s accountability to stockholders. Annual elections of all directors will provide our stockholders with the opportunity to register their views on the performance of the entire board of directors each year. Our board of directors and its Nominating and Corporate Governance Committee considered the arguments in favor of and against continuation of the classified board structure and determined that it would be in the best interests of the Company and our stockholders to transition to a declassified board of directors. Finally, the proposed amendments will provide that any director appointed to fill a vacancy or newly created directorship will hold office until the next election for the class to which such director is appointed, or following the completion of the declassification, any director appointed to fill a vacancy or newly created directorship will serve for a term expiring at the next annual meeting and will remain in office until such person’s successor is elected and qualified (or the director’s earlier death, resignation or removal).
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The full text of the proposed Amended and Restated Certificate of Incorporation is included in Exhibit A to this Proxy Statement.
The affirmative vote of the holders of at least sixty six and two-thirds percent (66 2/3%) of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the proposed amendment to the Charter. If this proposal to amend our Charter is approved by our stockholders, the resulting Amended and Restated Certificate of Incorporation for the Company will be filed with the Secretary of State of the State of Delaware shortly after the Annual Meeting. If this proposal to amend our Charter is not adopted and approved, the current Charter will remain unchanged.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE MANAGEMENT PROPOSAL TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD.
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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL FIVE
STOCKHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION
General
James McRitchie, with an address of 9295 Yorkship Court, Elk Grove, California 95758, has advised the company that he intends to present the following stockholder proposal at the Annual Meeting. Mr. McRitchie has indicated that he is a beneficial owner of at least $2,000 in market value of the Company’s common stock.
The text of the stockholder proposal and the supporting statement appear exactly as received by the Company. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent and, as a result, the Company is not responsible for any inaccuracies the proposal or statement may contain. The stockholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponent.
As explained below, our board of directors makes no recommendation with regard to the proposal.
STOCKHOLDER PROPOSAL
Item [5] - Elect Each Director Annually
RESOLVED: James McRitchie of CorpGov.net and other nCino, Inc. Inc. (“Company”) shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term.
SUPPORTING STATEMENT: Arthur Levitt, former Chairman of the Securities and Exchange Commission, said, “In my view, it’s best for the investor if the entire board is elected once a year. Without the annual election of each director, shareholders have far less control over who represents them.”
Since directors in a declassified board are elected and evaluated each year, declassification promotes responsiveness to shareholder demands and pressures directors to perform to retain their seats. Declassified boards are more likely to be diverse and increase accountability and responsiveness to shareholders.
More than 90% of S&P 500 companies elect each director annually. Annual elections are widely viewed as a corporate governance best practice to make directors more accountable, contributing to improved performance and increased company value.
Shareholder resolutions by James McRitchie on this topic won 11 of 11 votes at companies since 2018, according to data compiled by Diligent, with an average vote of more than 77%. Proxy advisory firms ISS and Glass Lewis both supported all such proposals. According to one of our largest shareholders, BlackRock: “Directors should be re-elected annually; classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors.” Vanguard generally votes for proposals to declassify an existing board and votes against management or shareholder proposals to create a classified board.
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According to Equilar, “A classified board creates concern among shareholders because poorly performing directors may benefit from an electoral reprieve. Moreover, a fraternal atmosphere may form from a staggered board that favors the interests of management above those of shareholders. Since directors in a declassified board are elected and evaluated each year, declassification promotes responsiveness to shareholder demands and pressures directors to perform to retain their seat.”
A similar proposal was passed by nCino shareholders last year, but the Board has failed to act.
This proposal should also be evaluated in the context of our Company’s overall corporate governance as of this submission: Shareholders cannot call special meetings, act by written consent, or modify various bylaws without at least 66 and 2/3% of the voting power of outstanding stock.
Our Company’s technology is second to none. Our Company’s corporate governance should meet the same high standards.
Increase Long-Term Shareholder Value
Vote FOR Elect Each Director Annually - Proposal 5
Company Response
The board of directors has considered the above proposal and has decided neither to oppose nor support it at this time. Accordingly, the board of directors makes no voting recommendation to stockholders on this matter.
Approval of this proposal would not, by itself, declassify the Company’s board. The proposal, which is advisory in nature, would constitute a recommendation to the board of directors if approved by stockholders. In order to implement a declassified board, the Company’s Certificate of Incorporation would need to be amended.
Although your vote on this proposal is not binding on the Company, the board of directors has consistently demonstrated its commitment to good governance and values the views of the Company’s stockholders. The board of directors will carefully consider the results of the vote on this proposal and will take what it determines to be appropriate action, if any, in response to the vote.
Recommendation of Our Board of Directors
OUR BOARD OF DIRECTORS MAKES NO RECOMMENDATION WITH REGARD TO THE STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF THE BOARD OF DIRECTORS.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information relating to the beneficial ownership of our common stock as of the record date:
| • | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; |
| • | each of our directors; |
| • | each of our named executive officers; and |
| • | all directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the record date are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 115,215,186 shares outstanding as of the record date.
To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is c/o nCino, Inc., 6770 Parker Farm Drive, Wilmington, North Carolina 28405.
| Name of Beneficial Owner | Shares of Common Stock Beneficially Owned |
Percentage of Common Stock Beneficially Owned | ||||||||
| Directors and Named Executive Officers: |
||||||||||
| Pierre Naudé(1) |
717,231 | * | ||||||||
| Greg Orenstein(2) |
212,131 | * | ||||||||
| Sean Desmond(3) |
418,600 | * | ||||||||
| April Rieger(4) |
27,623 | * | ||||||||
| Josh Glover(5) |
120,394 | * | ||||||||
| Steven Collins(6) |
60,102 | * | ||||||||
| Jon Doyle(7) |
69,540 | * | ||||||||
| Jeffrey Horing(8) |
4,713,721 | 4.1 | % | |||||||
| Pam Kilday(9) |
17,804 | * | ||||||||
| Spencer Lake(10) |
50,765 | * | ||||||||
| Justin Nyweide(11) |
2,195 | * | ||||||||
| William Ruh(12) |
233,541 | * | ||||||||
| William Spruill(13) |
19,786 | * | ||||||||
| All executive officers and directors as a group (12 persons)(14)(15) |
6,543,039 | 5.7 | % | |||||||
| 5% Stockholders: |
||||||||||
| Entities affiliated with HMI Capital Partners, L.P(16) |
6,782,138 | 5.9 | % | |||||||
| Kayne Anderson Rudnick Investment Management, LLC(17) |
7,270,200 | 6.3 | % | |||||||
| The Vanguard Group(18) |
11,666,955 | 10.1 | % | |||||||
| Wasatch Advisors LP(19) |
6,177,783 | 5.4 | % | |||||||
| * | Indicates beneficial ownership of less than 1% of the outstanding shares of our common stock. |
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| (1) | Consists of (a) 646,467 shares of common stock held by Mr. Naudé and (b) 70,764 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (2) | Consists of (a) 188,880 shares of common stock held by Mr. Orenstein and (b) 23,251 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (3) | Consists of (a) 154,929 shares of common stock held by Mr. Desmond, (b) 235,276 shares of common stock issuable upon exercise of options held by Mr. Desmond that are vested and exercisable as of the record date or will become vested and exercisable within 60 days of such date, and (c) 28,395 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (4) | Consists of (a) 12,459 shares of common stock held by Ms. Rieger and (b) 15,164 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (5) | Consists of (a) 120,394 shares of common stock held by Mr. Glover. Mr. Glover stepped down from his role as an executive officer effective April 12, 2024. |
| (6) | Consists of (a) 54,228 shares of common stock held by Mr. Collins and (b) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (7) | Consists of (a) 63,666 shares of common stock held by Mr. Doyle and (b) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (8) | Consists of (a) 4,458,591 shares of common stock beneficially held by entities affiliated with Insight Partners, (b) 111,729 shares of common stock held by Mr. Horing, (c) 137,527 shares held by JPH DE Trust Holdings LLC and JPH Private Investments LLC of which Mr. Horing is deemed to be the beneficial owner of the securities owned by JPH DE Trust Holdings LLC and JPH Private Investments LLC and (d) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. Mr. Horing, a member of our board of directors, disclaims beneficial ownership of shares held of record by each of the affiliated entities of Insight Partners, except to the extent of his pecuniary interest therein, if any. |
| (9) | Consists of (a) 11,930 shares of common stock held by Ms. Kilday and (b) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (10) | Consists of (a) 7,791 shares of common stock held by Mr. Lake, (b) 37,100 shares of common stock issuable upon exercise of options held by Mr. Lake that are vested and exercisable as of the record date or will become vested and exercisable within 60 days of such date, and (c) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (11) | Consists of 2,195 shares of common stock held by Mr. Nyweide to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (12) | Consists of (a) 23,666 shares of common stock held by Mr. Ruh, (b) 204,001 shares of common stock held directly by the William J. Ruh Trust, U/T/A, for which Mr. Ruh is sole trustee, and (c) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (13) | Consists of (a) 13,912 shares of common stock held by Mr. Spruill and (b) 5,874 shares of common stock to be issued pursuant to RSUs for which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (14) | The aggregate shares owned by our executive officers and directors as a group does not include shares owned by Mr. Glover who stepped down from his role as an executive officer effective April 12, 2024. |
| (15) | Consists of (a) 6,089,776 shares of common stock beneficially owned by our directors and executive officers, (b) 272,326 shares of common stock issuable upon exercise of options held by our directors and executive officers that are vested and exercisable as of the record date or will become vested and exercisable within 60 days of such date, and (c) 180,887 shares of common stock to be issued pursuant to RSUs for |
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| which the time-based vesting condition has been or will be met within 60 days of the record date. |
| (16) | Based on the Schedule 13D/A filed February 11, 2025 by HMI Capital Partners, L.P. (“HMI Capital Partners”), HMI Capital Management, L.P. (“HMI Capital Management”), HMI Capital Fund GP, LLC (“HMI Capital Fund”), Members GP, LLC (“Members”) and Marco W. Hellman (together, “HMI”), reporting beneficial ownership as of February 9, 2025. According to the Schedule 13D/A, each member of HMI has shared voting and dispositive power with respect to 6,782,138 shares of common stock. Each of HMI Capital Management Partners, HMI, HMI Capital Fund GP, LLC, Members GP, LLC and Mr. Marco W. Hellman expressly disclaim beneficial ownership over any of the securities reported in the Schedule 13D/A. The address for these entities is c/o HMI Capital Management, L.P., 555 California Street, Suite 4900, San Francisco, CA 94104. |
| (17) | Based on the Schedule 13G filed on February 13, 2024 by Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson”) reporting beneficial ownership as of December 31, 2023. According to the Schedule 13G, Kayne Anderson has shared voting and dispositive power with respect to 4,812,168 shares of common stock, sole dispositive power with respect to 2,458,032 shares of common stock, and sole voting power with respect to 2,271,560 shares of common stock. The address for Kayne Anderson is 2000 Avenue of the Stars, Suite 1110, Los Angeles, CA 90067. |
| (18) | Based on the Schedule 13G/A filed April 7, 2025 by The Vanguard Group (“Vanguard”), reporting beneficial ownership as of March 31, 2025. According to the Schedule 13G/A, Vanguard has sole voting power with respect to no shares of common stock, shared voting power with respect to 39,388 shares of common stock, sole dispositive power with respect to 11,516,591 shares of common stock and shared dispositive power with respect to 150,364 shares of common stock. The address for Vanguard is c/o The Vanguard Group, 100 Vanguard Blvd, Malvem, PA 19355. |
| (19) | Based on the Schedule 13G filed on February 11, 2025, by Wasatch Advisors LP (“Wasatch”), reporting beneficial ownership as of December 31, 2024. According to the Schedule 13G, Wasatch has sole voting power with respect to 4,336,735 shares of common stock, sole dispositive power with respect to 6,177,783 shares of common stock, and shared voting and dispositive power with respect to no shares of common stock. The address for Wasatch is 505 Wakara Way, 3rd Floor, Salt Lake City, 84108. |
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DELINQUENT SECTION 16(a) REPORTS
The members of our board of directors, the executive officers of the Company and persons who hold more than 10% of our common stock (collectively, the “Reporting Persons”) are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them to file reports with respect to their ownership of the Company’s securities on Form 3 and transactions in the Company’s securities on Forms 4 or 5. Based solely on its review of the copies of such forms received by it and written representations from the Company’s executive officers and directors, the Company believes that, for the fiscal year ended January 31, 2025, the Section 16(a) filing requirements were complied with by all the Reporting Persons during and with respect to such year, except for three Form 4s reporting sixteen transactions that were filed late on behalf of Insight Holdings Group, LLC, and one Form 4 reporting three transactions that was filed late on behalf of Jeff Horing.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act, as amended, and, in accordance therewith, file electronically with the SEC our annual, quarterly and current reports, proxy statements and other information. We make available on the investor relations page of our website at https://investor.ncino.com/investor-relations, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. The information in or accessible through the websites referred to above are not incorporated into, and are not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.
You should rely on the information contained in this proxy statement to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated May 9, 2025. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders at any time after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.
FORM 10-K
We will make available, on or about May 9, 2025, the proxy materials, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, at www.proxyvote.com. We will also make available, solely for your reference and by courtesy, our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 on the investor relations page of our website at https://investor.ncino.com.
We will also provide, free of charge, to each person to any stockholder of record or beneficial owner of our common stock as of the record date, upon the written or oral request of any such persons, a copy of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 as filed with the SEC. Requests for such copies should be addressed to our Corporate Secretary at the address below:
nCino, Inc.
6770 Parker Farm Drive
Wilmington, North Carolina 28405
Attention: Corporate Secretary
Telephone: (888) 676-2466
Please include your contact information with the request. The exhibits set forth on the exhibit index of the Form 10-K may be made available at a reasonable charge.
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OTHER MATTERS
We have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.
To ensure that your shares will be represented at the Annual Meeting and in order to assure the required quorum, please sign, date and return your proxy promptly. You may still attend the Annual Meeting and vote, if you wish, even if you have previously voted on the matters to be presented.
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NCINO, INC. 6770 PARKER FARM DRIVE WILMINGTON, NC 28405 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 17, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NCNO2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 17, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V72326-P28875 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY NCINO, INC. The Board of Directors recommends you vote FOR the election of the director nominees: 1. Election of Class II Directors Nominees: 1a. Sean Desmond 1b. Justin Nyweide For Against Abstain The Board of Directors recommends you vote FOR proposals 2, 3, and 4: 2. Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. 3. Approval, on a non-binding, advisory basis, of the compensation paid to the company’s named executive officers (or NEOs). 4. Amendment to the Company’s Certificate of Incorporation to provide for the declassification of the board. The Board of Directors makes no recommendation regarding proposal 5: 5. Stockholder proposal regarding board declassification. NOTE: In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V72327-P28875 NCINO, INC. Annual Meeting of Stockholders June 18, 2025 10:00 a.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder(s) hereby appoint(s) Sean Desmond, April Rieger, and Greg Orenstein, or any of them, as proxies, each with the power to appoint his or her substitute, and authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of NCINO, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually via live audio webcast at 10:00 a.m. Eastern Time on June 18, 2025 at www.virtualshareholdermeeting.com/NCNO2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations with respect to proposals 1 through 4, and will be voted “ABSTAIN” with respect to proposal 5. Continued and to be signed on reverse side