DEF 14A of nCino, Inc.
Filed May 9, 2025 · FY20250001193125-25-116870
The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on
| DIRECTOR COMPENSATION | 21 | | Fiscal 2025 Director Compensation Table | 22 | | EXECUTIVE COMPENSATION | 23 | | COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) | 23 | | Named Executive Officers | 23 | | Overview | 24 | | What We Pay and Why | 27 | | How We Make Executive Compensation Decisions | 32 | | Compensation Committee Report | 35 | | FISCAL 2025 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES | 36 | | EQUITY COMPENSATION PLAN INFORMATION | 47 | | PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP | 48 | | Principal Accountant Fees and Services | 48 | | Determination of Independence | 48 | | Pre-Approval Policy | 49 | | Recommendation of Our Board of Directors and Audit Committee | 49 | | REPORT OF THE AUDIT COMMITTEE | 50 | | PROPOSAL THREE – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 51 | | General | 51 | | Recommendation of Our Board of Directors | 51 | | PROPOSAL FOUR – MANAGEMENT PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF THE BOARD | 52 | | General | 52 | | Recommendation of Our Board of Directors | 53 | | PROPOSAL FIVE – BOARD DECLASSIFICATION | 54 | | General | 54 | | Stockholder Proposal | 54 | | Company Response | 55 | | Recommendation of Our Board of Directors | 55 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 56 | | WHERE YOU CAN FIND MORE INFORMATION | 60 | | FORM 10-K | 60 | | OTHER MATTERS | 61 |
ELECTION OF CLASS II DIRECTORS NAMED IN THIS
ELECTION OF CLASS II DIRECTORS NAMED IN THIS
PROXY STATEMENT
PROXY STATEMENT
General
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
Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors:
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 |
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 II Directors
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
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
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 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
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. 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.
DIRECTOR COMPENSATION
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:
DIRECTOR COMPENSATION
| ○ | Audit Committee: Members - $10,750 (increased from $10,000); Chair - $21,500 (increased from $20,000); |
DIRECTOR COMPENSATION
| ○ | Compensation Committee: Members - $8,063 (increased from $7,500); Chair - $16,125 (increased from $15,000); |
DIRECTOR COMPENSATION
| ○ | Nominating and Corporate Governance Committee: Members - $4,300 (increased from $4,000); Chair - $8,600 (increased from $8,000); |
DIRECTOR COMPENSATION
| ○ | The initial one-time RSU and annual RSU grants: $185,000 (increased from $170,000). |
DIRECTOR COMPENSATION
After these adjustments, the fiscal 2025 director compensation program was as follows: Equity Compensation
DIRECTOR 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. |
DIRECTOR COMPENSATION
| ○ | 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. |
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: $21,500; Member: $10,750 |
DIRECTOR COMPENSATION
| ○ | Compensation Committee—Chair: $16,125; Member: $8,063 |
DIRECTOR COMPENSATION
| ○ | Nominating & Corporate Governance Committee—Chair: $8,600; Member: $4,300 |
DIRECTOR COMPENSATION
| ○ | 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. |
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 $105,000). Non-employee directors have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises and the net in-the-money, after-tax value of vested but unexercised stock options; and the after-tax value of shares of nonvested time-based restricted shares and RSUs. Shares subject to nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based RSUs will not count towards the guidelines. Until the required ownership guideline is reached, the applicable director is required to retain at least 50% of the shares received upon vesting or settlement of equity awards or the exercise of stock options (net of taxes and any applicable exercise price).
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table The following table sets forth information for the fiscal year ended January 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors. Mr. Naudé, our Chief Executive Officer during fiscal 2025 did not receive additional compensation for his service as a director and has been excluded from the table. Please see the fiscal 2025 Summary Compensation Table for the compensation received by Mr. Naudé for his service as Chief Executive Officer during fiscal 2025.
Fiscal 2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | 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 |
Fiscal 2025 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 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. |
Fiscal 2025 Director Compensation Table
| (2) The fees earned and paid in cash for Mr. Horing were paid to Insight Venture Management LLC. |
Fiscal 2025 Director Compensation Table
| (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. |
Our Executive Compensation Program
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. The table below outlines each of the principal elements of the Company’s fiscal 2025 executive compensation program:
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 |
Our Executive Compensation Practices
| ✓ | No 280G tax gross-ups |
Our Executive Compensation Practices
| ✓ | Prohibition of repricing or cancellation of underwater stock options without stockholder approval |
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 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. The table below sets forth the weight and target achievement level for each metric in our fiscal 2025 annual cash bonus program.
Annual Cash Bonuses
| | 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% |
Annual Cash Bonuses
| (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. |
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 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. |
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 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. |
Annual Cash Bonuses
| (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. |
Annual Cash Bonuses
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.
Annual Cash Bonuses
| 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 | $— |
Annual Cash Bonuses
| (1) Mr. Glover was not eligible to receive a fiscal 2025 bonus in light of his departure during fiscal 2025. |
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 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. 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.
Long-Term Incentive Program
| 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 | $— |
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 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. |
Long-Term Incentive Program
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
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, 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 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
Other Elements of Our Fiscal 2025 Executive Compensation Program
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 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 executive officer 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). Equity Grant Practices The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in the first quarter of each year as part of the annual compensation review, with the grants effective on an agreed upon date. Because the Compensation Committee utilizes a set grant date established in advance, the proximity of any awards to other significant corporate events is coincidental. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“
Guidance from Compensation Consultant
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
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 market capitalization and revenue, respectively). |
Selection of and Comparison to Peer Group
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.
Selection of and Comparison to 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. | |
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 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The following table provides information regarding the compensation earned by our NEOs for fiscal 2025, 2024 and 2023.
Fiscal 2025 Summary Compensation Table
| 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 |
Fiscal 2025 Summary Compensation Table
| (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. |
Fiscal 2025 Summary Compensation Table
| (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. |
Fiscal 2025 Summary Compensation Table
| (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. |
Fiscal 2025 Summary Compensation Table
| (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 $2,802. |
Fiscal 2025 Grants of Plan-Based Awards
Fiscal 2025 Grants of Plan-Based Awards The following table provides information regarding the possible payouts to our NEOs in fiscal 2025 under our annual cash bonus program and the equity awards received by our NEOs in fiscal 2025 under the: nCino, Inc. 2019 Equity Incentive Plan (as amended and restated on July 16, 2020) (the “2019 Plan”).
Fiscal 2025 Grants of Plan-Based Awards
| | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Approval Date | Threshold ($) | 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) | — | 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 |
Fiscal 2025 Grants of Plan-Based Awards
| (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. |
Fiscal 2025 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, 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. |
Fiscal 2025 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, 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. |
Fiscal 2025 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 2025 annual cash bonus program. |
Fiscal 2025 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 2025 annual cash bonus program. |
Fiscal 2025 Grants of Plan-Based Awards
| (6) As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company. |
Outstanding Equity Awards at Fiscal 2025 Year-End
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.
Outstanding Equity Awards at Fiscal 2025 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 | 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) | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal 2025 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. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) The market value of shares or units that have not vested reflects a stock price of $34.01, our closing stock price on January 31, 2025, the last trading date of fiscal 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company and, as of January 31, 2025 did not hold any outstanding equity awards. |
Fiscal 2025 Option Exercises and Stock Awards Vested
Fiscal 2025 Option Exercises and Stock Awards Vested The following table provides information concerning the exercise of stock options and vesting of stock awards during fiscal 2025 for each of the NEOs.
Fiscal 2025 Option Exercises and Stock Awards Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Pierre Naudé | — | — | 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
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:
Fiscal 2025 Potential Payments Upon Termination or Change in Control
| • | 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; |
Fiscal 2025 Potential Payments Upon Termination or Change in Control
| • | 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; |
Fiscal 2025 Potential Payments Upon Termination or Change in Control
| • | 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 |
Fiscal 2025 Potential Payments Upon Termination or Change in Control
| 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 |
Fiscal 2025 Potential Payments Upon Termination or Change in Control
| • | 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. |
Fiscal 2025 Potential Payments Upon Termination or Change in Control
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
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 ($) | | Pierre Naudé | 494,400 | — | — | 494,400 | | Greg Orenstein | 211,968 | — | — | 211,968 | | Sean Desmond | 209,204 | — | — | 209,204 | | April Rieger | 178,675 | — | — | 178,675 | | Josh Glover(2) | — | — | — | — |
Potential Payments Upon Death or Disability Table
| (1) Amounts reported in this column represent a pro-rated target bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2025, the amounts are not pro-rated. |
Potential Payments Upon Death or Disability Table
| (2) As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Welfare Benefits ($)(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) | — | — | — | — |
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 prior to or more than 18 months following a change in control. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (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. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (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. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (4) Represents the estimated value of continued welfare benefits that the continuing NEOs would be entitled to receive upon a qualifying termination of employment. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (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)
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 | 1,545,000 | 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) | — | — | — | — |
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 on or within 18 months following a change in control. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (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. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (3) Represents value of equity awards that become fully vested and exercisable in full in the event of such qualifying termination. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (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. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| (5) As noted above, during fiscal 2025, Mr. Glover stepped down from his role as an executive officer of the Company |
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” (“