DEF 14A of nCino, Inc.
Filed May 10, 2024 · FY20240001193125-24-136132
The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on
| DIRECTOR COMPENSATION | 22 | | Fiscal 2024 Director Compensation Table | 22 | | EXECUTIVE COMPENSATION | 24 | | COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) | 24 | | Named Executive Officers | 24 | | Overview | 25 | | What We Pay and Why | 27 | | How We Make Executive Compensation Decisions | 30 | | Compensation Committee Report | 33 | | FISCAL 2024 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES | 34 | | EQUITY COMPENSATION PLAN INFORMATION | 45 | | PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP | 46 | | Principal Accountant Fees and Services | 46 | | Determination of Independence | 46 | | Pre-Approval Policy | 47 | | Recommendation of Our Board of Directors and Audit Committee | 47 | | REPORT OF THE AUDIT COMMITTEE | 48 | | PROPOSAL THREE – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 49 | | General | 49 | | Recommendation of Our Board of Directors | 49 | | PROPOSAL FOUR – AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW AND TO MAKE CERTAIN CONFORMING NAME CHANGES | 50 | | General | 50 | | Recommendation of Our Board of Directors | 50 | | PROPOSAL FIVE – BOARD DECLASSIFICATION | 51 | | General | 51 | | Stockholder Proposal | 51 | | Company Response | 52 | | Recommendation of Our Board of Directors | 54 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 | | WHERE YOU CAN FIND MORE INFORMATION | 58 | | FORM 10-K | 58 | | OTHER MATTERS | 59 |
ELECTION OF CLASS I DIRECTORS NAMED IN THIS
ELECTION OF CLASS I DIRECTORS NAMED IN THIS
PROXY STATEMENT
PROXY STATEMENT
General
General At the Annual Meeting, our stockholders will elect three Class I directors for a three-year term to expire at the annual meeting of stockholders to be held in 2027. 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 Pam Kilday, Pierre Naudé, and William Ruh for election to our board of directors as Class I directors at the Annual Meeting. Messrs. Kilday, Naudé, and Ruh 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 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. 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 the 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 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
Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors as of the record date:
Directors
| Name | Age | Director Since | Board Committees | | Class I Directors—Nominees for Election at the Annual Meeting | | | | | Pam Kilday | 66 | December 2019 | Compensation Committee | | Pierre Naudé | 65 | December 2011 | None | | William Ruh | 63 | May 2013 | Compensation Committee (Chair), Audit Committee | | Class II Directors—Term Expiring at the 2025 Annual Meeting | | | | | Spencer Lake | 64 | April 2017 | Nominating & Corporate Governance Committee (Chair), Compensation Committee | | Steven Collins | 59 | December 2019 | Audit Committee (Chair), Nominating & Corporate Governance Committee | | Class III Directors—Term Expiring at the 2026 Annual Meeting | | | | | Jon Doyle | 59 | December 2019 | Nominating & Corporate Governance Committee | | Jeffrey Horing | 60 | February 2015 | None | | William Spruill | 56 | November 2022 | Audit Committee |
Directors
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 I Directors
Board Nominees—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 (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. Mr. Naudé has served as our Chief Executive Officer and as a member of our board of directors since nCino began operations. Since May 10, 2022, Mr. Naudé has also served as the Chairman of our board of directors. From October 2005 to its acquisition in February 2012, Mr. Naudé served as the Divisional President of S1 Corporation. 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. As our Chairman and Chief Executive Officer and one of the founders of the Company, we believe Mr. Naudé 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. 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, 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 on 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.
Recommendation of Our Board of Directors
Recommendation of Our Board of Directors OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE THREE CLASS I BOARD NOMINEES NAMED ABOVE.
Continuing Directors—Class II Directors
Continuing Directors—Class II Directors Steven Collins has served on our board of directors since December 2019. Mr. Collins serves on the board of Paycor HCM, a provider of human capital management software, a position he has held since January 2019. Mr. Collins also serves on the board of Sprout Social, a social media management software solutions company, a position he has held since July 2019. From July 2011 to February 2014, Mr. Collins served as Executive Vice President and Chief Financial Officer of ExactTarget, a provider of digital marketing automation and analytics software and services, which was acquired by Salesforce in 2013. Mr. Collins served as Vice President Finance, Senior Vice President Finance and Accounting, and Senior Vice President and Chief Financial Officer of Navteq, a geographic information systems provider, which was acquired by Nokia in 2008, from July 2003 to June 2011. Mr. Collins holds a B.S. in Industrial Engineering from Iowa State University and an MBA from the University of Pennsylvania Wharton School of Business. We believe Mr. Collins is qualified to serve on our board of directors based on his financial expertise and his experience in the technology industry, including his time spent serving on boards of directors of various technology companies. Spencer Lake has served on our board of directors since April 2017. Mr. Lake is a co-founding partner of 13books Capital (f/k/a Element Ventures), a UK based financial technology venture capital firm, since November 2019. Mr. Lake serves on the board of the National Debt Management Center in Saudi Arabia, a position he has held since August 2020. Mr. Lake also serves on the board of Duco, a data quality platform company, since September 2018. Mr. Lake also currently serves as a Senior Advisor to the International Capital Market Association, a financial services membership organization, a position he has held since May 2017 when he stepped down as Chairman. Mr. Lake previously held various positions at HSBC, a banking and financial services company. At HSBC, he was a Group General Manager from 2010 until he retired in 2016 and had specific roles as Vice Chairman, Global Banking and Markets from March 2016 to September 2016, Global Head, Capital Financing from August 2013 to March 2016, Global Co-head, Global Markets from January 2011 to August 2013 and Global Head, Debt Capital Markets and Acquisition Finance from October 2006 to January 2011. Mr. Lake holds a B.B.A. in Finance and Marketing from Suffolk University, as well as an MBA in International Finance from NYU Stern School of Business. We believe Mr. Lake is qualified to serve on our board of directors based on his expertise in the financial services and technology industries.
Continuing Directors—Class III Directors
Continuing Directors—Class III Directors Jon Doyle has served on our board of directors since December 2019. Mr. Doyle is currently a member of the 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 serves on the board of WalkMe, a SaaS software implementation platform, a position he has held since December 2015, and Monday.com, a project management software company, a position he has held since March 2017. 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 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our fiscal 2024 director compensation program for non-employee directors is set forth below. In January 2023, following a review of market data prepared by Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), the board of directors increased the annual cash retainer for the non-employee board chair from $55,000 to $60,000 and for the non-chair board members from $30,000 to $35,000, and increased the cash compensation for the Compensation Committee chair from $12,000 to $15,000 and for the non-chair Compensation Committee members from $6,000 to $7,500, in each case, to more closely align our director compensation practices with the competitive market. Equity Compensation
DIRECTOR COMPENSATION
| ○ | Annual RSU award with a grant date fair value of $170,000 granted at each annual meeting of stockholders and vesting on the one-year anniversary of the grant date, subject to the director’s continued service. |
DIRECTOR COMPENSATION
| ○ | An “initial” one-time RSU award with a grant date fair value of $170,000 granted to new non-employee directors and vesting annually over three years, subject to the director’s continued service on the applicable vesting date. |
DIRECTOR COMPENSATION
Cash Compensation—Board
DIRECTOR COMPENSATION
| ○ | Annual Cash Retainer—Non-Employee Chair: $60,000; Member: $35,000 |
DIRECTOR COMPENSATION
| ○ | If the Chair is an employee of the Company, the retainer for the Chair will be paid to the Lead Independent Director. |
DIRECTOR COMPENSATION
Cash Compensation—Committees/Other Services
DIRECTOR COMPENSATION
| ○ | Audit Committee—Chair: $20,000; Member: $10,000 |
DIRECTOR COMPENSATION
| ○ | Compensation Committee—Chair: $15,000; Member: $7,500 |
DIRECTOR COMPENSATION
| ○ | Nominating & Corporate Governance Committee—Chair: $8,000; Member: $4,000 |
DIRECTOR COMPENSATION
| ○ | Ad Hoc Fees—Additional fees may be paid to board members for special services rendered to the board of directors, including with respect to special committee services. |
DIRECTOR COMPENSATION
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 cash retainer (currently $105,000). Directors have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises and the net in-the-money, after-tax value of vested but unexercised stock options; and the after-tax value of shares of nonvested time-based restricted shares and restricted stock units. Shares subject to nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based restricted stock units will not count towards the guidelines. Until the required ownership guideline is reached, the applicable director is required to retain at least 50% of the shares received upon vesting or settlement of equity awards or the exercise of stock options (net of taxes and any applicable exercise price).
Fiscal 2024 Director Compensation Table
Fiscal 2024 Director Compensation Table The following table sets forth information for the fiscal year ended January 31, 2024, regarding the compensation awarded to, earned by or paid to our non-employee directors. Mr. Naudé, our Chairman and Chief Executive Officer, does not receive additional compensation for his service as a director and has been excluded from the table. Please see the Fiscal 2024 Summary Compensation Table for the compensation received by Mr. Naudé for his service as Chief Executive Officer during fiscal 2024.
Fiscal 2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Steven Collins | 57,750 | 170,561 | — | 228,311 | | Jon Doyle | 37,750 | 170,561 | — | 208,311 | | Jeffrey Horing | 33,750(2) | 170,561 | — | 204,311 | | Pam Kilday | 153,238(3) | 170,561 | — | 323,799 | | Spencer Lake | 48,875 | 170,561 | — | 219,436 | | William Ruh | 145,388(3) | 170,561 | — | 315,949 | | William Spruill | 125,343(3) | 170,561 | — | 295,904 |
Fiscal 2024 Director Compensation Table
| (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 21, 2023, the approval date of the award, to the grant date of June 22, 2023. As of January 31, 2024, our non-employee directors had equity awards outstanding with respect to the following number of shares: Mr. Collins—RSUs, 5,770; Mr. Doyle—RSUs, 5,770; Mr. Horing—RSUs, 5,770; Ms. Kilday—RSUs, 5,770; Mr. Lake—RSUs, 5,770 and stock options, 37,100; Mr. Ruh—RSUs, 5,770; and Mr. Spruill—RSUs, 10,180. |
Fiscal 2024 Director Compensation Table
| (2) The fees earned and paid in cash for Mr. Horing were paid to Insight Venture Management LLC. |
Fiscal 2024 Director Compensation Table
| (3) Includes cash compensation in the amount of (i) $5,769 each paid to Ms. Kilday and Mr. Ruh during fiscal 2024 for their service on a special committee, and (ii) $81,593 each paid to Ms. Kilday, Mr. Ruh and Mr. Spruill during fiscal 2024 for their service on a special committee. |
Our Executive Compensation Practices
| ✓ | Market comparison of executive compensation against a relevant peer group |
Our Executive Compensation Practices
| ✓ | Use of a compensation consultant reporting directly to the Compensation Committee |
Our Executive Compensation Practices
| ✓ | No excessive severance benefits |
Annual Cash Bonuses
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 2024 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. The table below sets forth the weight and target achievement level for each metric in our fiscal 2024 annual cash bonus program.
Annual Cash Bonuses
| | Weight | Fiscal 2024 Threshold(1) | Fiscal 2024 Target | Fiscal 2024 Maximum(1) | Fiscal 2024 Actual | Fiscal 2024 Actual Achievement Payout | | Total Annual Revenue Growth(2) | 60% | 16.0% | 20.0% | 24.9% | 16.7% | 12.0% | | Non-GAAP Operating Margin(3) | 40% | 6.0% | 10.0% | 12.9% | 13.0% | 64.0% | | Overall Achievement | | | | | | 76.0% |
Annual Cash Bonuses
| (1) With respect to the Total Annual Revenue Growth metric under our fiscal 2024 annual cash bonus program, threshold and maximum performance would result in a payout equal to 20% 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. |
Annual Cash Bonuses
| (2) “Total Annual Revenue Growth” for incentive purposes is defined as subscription, customer support, professional services and other revenues recognized during fiscal 2024 compared to the total revenues recognized during fiscal 2023 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. |
Annual Cash Bonuses
| (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 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. |
Annual Cash Bonuses
The table below sets forth the fiscal 2023 and fiscal 2024 target bonus opportunities and fiscal 2024 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 2024 target opportunities, as a percentage of base salary, generally remained the same as compared to the fiscal 2023 target opportunities. Based on the results reflected in the table above, the Compensation Committee approved bonus payouts with respect to fiscal 2024 in amounts equal to 76.0% of target.
Annual Cash Bonuses
| Named Executive Officer | Fiscal 2023 Target Bonus | Fiscal 2024 Target Bonus | Fiscal 2024 Actual Bonus | | Pierre Naudé | $487,920 | $500,000 | $380,000 | | Greg Orenstein | $166,720 | $172,500 | $131,100 | | Sean Desmond | $155,301 | $165,000 | $125,400 | | Josh Glover | $325,987 | $357,000 | $271,320 | | Matthew Hansen | $210,000 | $216,000 | $164,160 |
Long-Term Incentive Program
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 2024, 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. Setting Award Levels under Long-Term Incentive Program In determining the fiscal 2024 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 2024 long-term incentive program. The fiscal 2024 target equity award values for the NEOs were determined after considering the competitive market, with the target equity awards for Messrs. Orenstein, Desmond and Hansen adjusted as compared to fiscal 2023 after considering the competitive market as well as the Company’s internal pay positioning for its executive officers.
Long-Term Incentive Program
| Named Executive Officer | Fiscal 2024 Target Equity Award Value(1) | | Pierre Naudé | $7,000,000 | | Greg Orenstein | $2,300,000 | | Sean Desmond | $2,300,000 | | Josh Glover | $3,200,000 | | Matthew Hansen | $2,300,000 |
Long-Term Incentive Program
| (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 on April 28, 2023 for each NEO. These amounts differ from the amounts reflected for these awards in the Fiscal 2024 Summary Compensation Table due to the change in our stock price from April 28, 2023 to the grant date of May 1, 2023. |
Long-Term Incentive Program
Please see “Outstanding Equity Awards at Fiscal 2024 Year-End” for a summary of the outstanding equity awards held by each of the NEOs as of fiscal 2024 year-end.
Guidance from Compensation Consultant
Guidance from Compensation Consultant Aon provides executive compensation consulting services to the Compensation Committee. With respect to fiscal 2024, Aon provided services related to the review of fiscal 2024 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 $102,000 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 on two non-executive compensation study engagements for our broad-based compensation program. The fees paid for these additional services during fiscal 2024 were approximately $301,000. 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
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:
Selection of and Comparison to Peer Group
| • | Market competitiveness for a particular position; |
Selection of and Comparison to Peer Group
| • | Experience and past performance inside or outside the Company; |
Selection of and Comparison to Peer Group
| • | Role and responsibilities within the Company; and |
Selection of and Comparison to Peer Group
| • | Tenure with the Company and associated institutional and industry knowledge. |
Selection of and Comparison to Peer Group
In selecting companies for our peer group, the Compensation Committee considered the following peer group selection criteria:
Selection of and Comparison to Peer Group
| • | Operates in the software and software as a service (SAAS) industry; and |
Selection of and Comparison to Peer Group
| • | Comparable in terms of market capitalization and revenue (between roughly 1/3x and 3x of Company’s target market capitalization and revenue, respectively). |
Selection of and Comparison to Peer Group
For fiscal 2024 compensation decisions, the Compensation Committee utilized the peer group set forth below. This was the same peer group as fiscal 2023, except that DoubleVerify, EngageSmart, MeridianLink, Paycor HCM and Qualys were added, and Anaplan, Cardlytics, Paylocity, PegaSystems, and Sailpoint Technologies 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 operating income was positioned at the 39th percentile and the Company’s market capitalization was positioned at the 61st percentile of our peer group.
Selection of and Comparison to Peer Group
| | 2024 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. | LivePerson, Inc. | Varonis Systems, Inc. | | DoubleVerify Holding, Inc. | MeridianLink, Inc. | Workiva, Inc. | | Duck Creek Technologies, Inc. | Paycor HCM, Inc. | | | EngageSmart, Inc. | Q2 Holdings, Inc. | |
Selection of and Comparison to Peer Group
In assessing executive compensation, the Compensation Committee also reviewed market and survey data from the Radford Global Technology Survey.
Fiscal 2024 Summary Compensation Table
Fiscal 2024 Summary Compensation Table The following table provides information regarding the compensation earned by our NEOs for fiscal 2024 and 2023 and, to the extent required under the SEC executive compensation disclosure rules, fiscal 2022.
Fiscal 2024 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Pierre Naudé, | 2024 | 497,987 | — | 6,934,897 | 380,000 | 20,664 | 7,833,548 | | Chief Executive Officer | 2023 | 487,920 | — | 7,158,830 | 392,912 | 19,775 | 8,059,437 | | | 2022 | 456,000 | — | 6,874,000 | 462,416 | 24,667 | 7,817,083 | | Greg Orenstein, | 2024 | 343,073 | — | 2,278,598 | 131,100 | 47,642 | 2,800,413 | | Chief Financial Officer & Treasurer | 2023 | 324,480 | — | 2,045,360 | 130,668 | 45,625 | 2,546,133 | | | 2022 | 306,667 | — | 1,486,159 | 155,528 | 47,294 | 1,995,648 | | Sean Desmond, | 2024 | 328,000 | — | 2,278,598 | 125,400 | 14,316 | 2,746,314 | | Chief Customer Success Officer | 2023 | 310,500 | — | 2,045,360 | 125,061 | 13,434 | 2,494,355 | | | 2022 | 290,000 | — | 1,486,159 | 147,110 | 14,172 | 1,937,441 | | Josh Glover, | 2024 | 413,919 | — | 3,170,227 | 271,320 | 14,280 | 3,869,746 | | President & Chief Revenue Officer | 2023 | 383,514 | — | 3,732,821 | 262,511 | 13,380 | 4,392,226 | | | 2022 | 309,065 | — | 4,080,715 | 290,875 | 14,385 | 4,695,040 | | Matthew Hansen, | 2024 | 358,333 | — | 2,278,598 | 164,160 | 49,663 | 2,850,754 | | Chief Product Officer | 2023 | 310,576 | — | 2,511,330 | 127,179 | 1,725 | 2,950,810 |
Fiscal 2024 Summary Compensation Table
| (1) 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. |
Fiscal 2024 Summary Compensation Table
| (2) The amounts reported for fiscal 2024 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. |
Fiscal 2024 Summary Compensation Table
| (3) The amounts reported in this column for fiscal 2024 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 Messrs. Naudé and Desmond of $11,916, Mr. Orenstein of $11,915 and Mr. Glover of $11,880, (iii) lodging expenses of $18,673 for Mr. Orenstein and a related tax reimbursement of $14,654, (iv) life insurance premiums paid by the Company for Mr. Naudé and a related tax reimbursement of $2,833, and (v) tax preparation assistance expense of $33,557 paid by the Company for Mr. Hansen and a related tax reimbursement of $13,706. |
Fiscal 2024 Grants of Plan-Based Awards
Fiscal 2024 Grants of Plan-Based Awards The following table provides information regarding the possible payouts to our NEOs in fiscal 2024 under our annual cash bonus program and the equity awards received by our NEOs in fiscal 2024 under the: nCino, Inc. 2019 Equity Incentive Plan (as amended and restated on July 16, 2020) (the “2019 Plan”).
Fiscal 2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of shares of stock or units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Pierre Naudé | (4) | — | 60,000 | 300,000 | 600,000 | — | — | | | (5) | — | 40,000 | 200,000 | 320,000 | — | — | | | 5/1/2023 | 1/9/2023 | — | — | — | 283,057 | 6,934,897 | | Greg Orenstein | (4) | — | 20,700 | 103,500 | 207,000 | — | — | | | (5) | — | 13,800 | 69,000 | 110,400 | — | — | | | 5/1/2023 | 1/9/2023 | — | — | — | 93,004 | 2,278,598 | | Sean Desmond | (4) | — | 19,800 | 99,000 | 198,000 | — | — | | | (5) | — | 13,200 | 66,000 | 105,600 | — | — | | | 5/1/2023 | 1/9/2023 | — | — | — | 93,004 | 2,278,598 | | Josh Glover | (4) | — | 42,840 | 214,200 | 428,400 | — | — | | | (5) | — | 28,560 | 142,800 | 228,480 | — | — | | | 5/1/2023 | 1/9/2023 | — | — | — | 129,397 | 3,170,227 | | Matthew Hansen | (4) | — | 25,920 | 129,600 | 259,200 | — | — | | | (5) | — | 17,280 | 86,400 | 138,240 | — | — | | | 5/1/2023 | 1/9/2023 | — | — | — | 93,004 | 2,278,598 |
Fiscal 2024 Grants of Plan-Based Awards
| (1) Amounts reported in this column reflect the fiscal 2024 target bonus opportunity for each NEO. |
Fiscal 2024 Grants of Plan-Based Awards
| (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. |
Fiscal 2024 Grants of Plan-Based Awards
| (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. |
Fiscal 2024 Grants of Plan-Based Awards
| (4) Amounts represent the weighted threshold, target and maximum payout levels with respect to the Total Annual Revenue Growth performance metric under our fiscal 2024 annual cash bonus program. |
Fiscal 2024 Grants of Plan-Based Awards
| (5) Amounts represent the weighted threshold, target and maximum payout levels with respect to the Non-GAAP Operating Margin performance metric under our fiscal 2024 annual cash bonus program. |
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table summarizes outstanding option awards and unvested stock awards held by each NEO on January 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | 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 | 6/8/20 | — | — | — | — | 32,014 | 1,007,801 | | | 4/5/21 | — | — | — | — | 50,000 | 1,574,000 | | | 2/1/22 | — | — | — | — | 114,554 | 3,606,160 | | | 5/1/23 | — | — | — | — | 283,057 | 8,910,634 | | Greg Orenstein | 11/1/15 | 122,448 | — | 2.45 | 11/1/25 | — | — | | | 2/1/17 | 50,000 | — | 4.98 | 2/1/27 | — | — | | | 6/8/20 | — | — | — | — | 17,672 | 556,315 | | | 4/5/21 | — | — | — | — | 10,810 | 340,299 | | | 2/1/22 | — | — | — | — | 32,730 | 1,030,340 | | | 5/1/23 | — | — | — | — | 93,004 | 2,927,766 | | Sean Desmond | 2/1/17 | 245,776 | — | 4.98 | 2/1/27 | — | — | | | 6/8/20 | — | — | — | — | 13,594 | 427,939 | | | 4/5/21 | — | — | — | — | 10,810 | 340,299 | | | 2/1/22 | — | — | — | — | 32,730 | 1,030,340 | | | 5/1/23 | — | — | — | — | 93,004 | 2,927,766 | | Josh Glover | 6/8/20 | — | — | — | — | 13,594 | 427,939 | | | 4/5/21 | — | — | — | — | 10,810 | 340,299 | | | 11/1/21 | — | — | — | — | 17,203 | 541,550 | | | 2/1/22 | — | — | — | — | 59,732 | 1,880,363 | | | 5/1/23 | — | — | — | — | 129,397 | 4,073,418 | | Matthew Hansen | 1/7/22 | — | — | — | — | 39,355 | 1,238,895 | | | 8/1/22 | — | — | — | — | 46,454 | 1,462,372 | | | 9/12/22 | — | — | — | — | 10,434 | 328,462 | | | 5/1/23 | — | — | — | — | 93,004 | 2,927,766 |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (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 or, with respect to the RSU award granted to Mr. Hansen on September 12, 2022, on the first four anniversaries of August 1, 2022, subject to the NEO’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (2) The market value of shares or units that have not vested reflects a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024. |
Fiscal 2024 Option Exercises and Stock Awards Vested
Fiscal 2024 Option Exercises and Stock Awards Vested The following table provides information concerning the exercise of stock options and vesting of stock awards during fiscal 2024 for each of the NEOs.
Fiscal 2024 Option Exercises and Stock Awards Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Pierre Naudé | — | — | 120,197 | 3,334,021 | | Greg Orenstein | — | — | 42,736 | 1,169,620 | | Sean Desmond | 28,142 | 871,768 | 42,408 | 1,187,625 | | Josh Glover | 132,058 | 2,528,420 | 60,011 | 1,700,649 | | Matthew Hansen | — | — | 38,639 | 1,275,845 |
Fiscal 2024 Potential Payments Upon Termination or Change in Control
Fiscal 2024 Potential Payments Upon Termination or Change in Control During fiscal 2024, 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, 2024, 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, 2024 and the closing price of a share of our common stock on January 31, 2024. 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 noted above, following fiscal 2024 year-end, Messrs. Glover and Hansen both stepped down from their roles as executive officers of the Company. In order to facilitate a smooth transition, each will remain with the Company in an advisory capacity for a specified period (through June 30, 2024 for Mr. Glover and August 2, 2024 for Mr. Hansen). While serving as an advisor, both will continue to vest in their outstanding equity awards in accordance with their terms based on their continued service and, in the case of Mr. Hansen, he will continue to receive his base salary through his separation date. Employment Agreements In connection with our IPO, we entered into employment agreements with each of our NEOs (other than Mr. Hansen, whose employment agreement was entered into in January 2022 in connection with the commencement of his employment with the Company), the material terms of which are set forth below. Under the NEO employment agreements, in the event of a termination of employment due to the NEO’s death or 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 and, in the case of Mr. Hansen, any annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination. Subject to the NEO’s execution of a release of claims in favor of the Company, in the event of a termination by the Company without cause or by the executive due to good reason prior to or more than one year following a change in control (or at any time with respect to Mr. Hansen), each as defined in the applicable employment agreement, each NEO would be entitled to (i) severance payments over a specified severance period equal to the base salary the NEO would have received during such severance period, (ii) 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, and (iii) reimbursements for healthcare continuation coverage during the severance period, subject to earlier termination in the event the executive officer becomes eligible for alternative health coverage. Mr. Hansen would also be entitled to receive any annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination. The severance period is 12 months for Messrs. Naudé and Orenstein and six months for Messrs. Glover, Hansen, and Desmond. If an NEO other than Mr. Hansen experiences a termination of employment on or during the one-year period following a change in control of the Company, then, in lieu of the benefits set forth above, the executive will receive a severance payment equal to a severance multiple multiplied by the sum of the executive’s annual base salary and target bonus, and the period for healthcare continuation coverage will be 18 months for Mr. Naudé and 12 months for Messrs. Orenstein, Glover, and Desmond. The severance multiple for a termination of employment within one-year following a change in control of the Company is one and a half for Mr. Naudé and one for Messrs. Orenstein, Glover, and Desmond. In addition, under the terms of the employment agreements, if the payments and benefits to a NEO under his 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. In addition, with respect to NEOs other than Mr. Hansen, consistent with the terms of certain of the Company’s pre-existing compensation arrangements, in the event that either (i) the NEO is employed by the Company as of a change in control of the Company or (ii) the employment of the NEO is terminated by the Company without cause or by the executive due to good reason within six months prior to such change in control, any equity awards held by the NEO as of the effective date of the new employment agreements described above will vest upon such change in control. For equity awards granted to NEOs other than Mr. Hansen following the effective date of the employment agreements, unless otherwise provided for in an award agreement, such equity awards will vest in the event of a termination of employment by the Company without cause or due to good reason on or within one year following a change in control. At the time the NEO entered into the above-described 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 Messrs. Glover, Hansen and Desmond.
Potential Payments Upon Death or Disability Table
Potential Payments Upon Death or Disability Table
Potential Payments Upon Death or Disability Table
| Name | Severance Payment ($)(1) | Value of Accelerated Equity Awards ($) | Welfare Benefits ($) | Aggregate Payments ($) | | Pierre Naudé | 380,000 | — | — | 380,000 | | Greg Orenstein | 131,100 | — | — | 131,100 | | Sean Desmond | 125,400 | — | — | 125,400 | | Josh Glover | 271,320 | — | — | 271,320 | | Matthew Hansen | 164,160 | — | — | 164,160 |
Potential Payments Upon Death or Disability Table
| (1) Amounts reported in this column represent a pro-rated target bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2024, the amounts are not pro-rated. |
Potential Payments Upon Change in Control Table
Potential Payments Upon Change in Control Table
Potential Payments Upon Change in Control Table
| Name | Severance Payment ($) | Value of Accelerated Equity Awards ($)(1) | Welfare Benefits ($) | Aggregate Payments ($) | | Pierre Naudé | — | 1,007,801 | — | 1,007,801 | | Greg Orenstein | — | 556,315 | — | 556,315 | | Sean Desmond | — | 427,939 | — | 427,939 | | Josh Glover | — | 427,939 | — | 427,939 | | Matthew Hansen | — | — | — | — |
Potential Payments Upon Change in Control Table
| (1) Pursuant to the terms of their employment agreements, any equity awards held by an NEO other than Mr. Hansen as of the effective date of his employment agreement will vest in full upon a change in control. The amount shown is the market value of unvested equity awards based on a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($) | Welfare Benefits ($)(3) | Aggregate Payments ($) | | Pierre Naudé | 880,000 | — | 8,227 | 888,227 | | Greg Orenstein | 476,100 | — | 13,417 | 489,517 | | Sean Desmond | 290,400 | — | 6,709 | 297,109 | | Josh Glover | 481,320 | — | 6,709 | 488,029 | | Matthew Hansen | 344,160 | — | 6,709 | 350,869 |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (1) A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (2) Amounts reported in this column represent the sum of (i) six months’ base salary (12 months’ base salary for Messrs. Naudé and Orenstein) and (ii) a pro-rated bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2024, the amounts are not pro-rated. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (3) Represents the estimated value of continued welfare benefits that NEOs would be entitled to receive upon a qualifying termination of employment prior to or more than one year following a change in control. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Welfare Benefits ($)(4) | Aggregate Payments ($) | | Pierre Naudé | 1,250,000 | 15,098,595 | 12,341 | 16,360,936 | | Greg Orenstein | 517,500 | 4,854,720 | 13,417 | 5,385,637 | | Sean Desmond | 495,000 | 4,726,344 | 13,417 | 5,234,761 | | Josh Glover | 777,000 | 7,263,569 | 13,417 | 8,053,986 | | Matthew Hansen | 344,160 | — | 6,709 | 350,869 |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (1) A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (2) Amounts reported in this column represent the sum of (i) 12 months’ base salary (18 months’ base salary for Mr. Naudé and 6 months’ base salary for Mr. Hansen) and (ii) a bonus for the year of termination, based on target performance (pro-rated for the year of termination and based on actual performance with respect to Mr. Hansen). This table assumes a termination on January 31, 2024. Because this table assumes a termination on January 31, 2024, the amount for Mr. Hansen is not pro-rated. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (3) Represents the value of equity awards (i) held by the NEOs as of the effective dates of their employment agreements that would become vested upon a change in control within six months following a qualifying termination of employment, and (ii) granted following the effective date of their employment agreements that would become vested upon a qualifying termination of employment on or within one year following a change in control. The amount shown is the market value of unvested equity awards based on a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (4) Represents the estimated value of continued welfare benefits that NEOs would be entitled to receive upon a qualifying termination of employment on or during the one-year period following a change in control. |
CEO PAY RATIO
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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “compensation actually paid” (“