DEF 14A of nCino, Inc.
Filed May 8, 2026 · FY20260001193125-26-214613
The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on
| DIRECTOR COMPENSATION | 22 | | Fiscal 2026 Director Compensation Table | 23 | | EXECUTIVE COMPENSATION | 25 | | COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”) | 25 | | Named Executive Officers | 25 | | Overview | 26 | | What We Pay and Why | 28 | | How We Make Executive Compensation Decisions | 34 | | Compensation Committee Report | 36 | | FISCAL 2026 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES | 37 | | 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—APPROVAL TO AMEND AND RESTATE THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT STOCKHOLDERS TO REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE | 52 | | General | 52 | | Recommendation of Our Board of Directors | 53 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 54 | | WHERE YOU CAN FIND MORE INFORMATION | 58 | | FORM 10-K | 58 | | OTHER MATTERS | 59 |
ELECTION OF DIRECTORS NAMED IN THIS
ELECTION OF DIRECTORS NAMED IN THIS
PROXY STATEMENT
PROXY STATEMENT
General
General At our 2025 annual meeting of stockholders (the “2025 Annual Meeting”), our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to provide for the declassification of our board of directors (“Amendment”). Our Amended and Restated Certificate of Incorporation previously provided for our board of directors to be divided into three classes, with each class serving staggered three year terms and a single class standing for election each year. Pursuant to the Amendment passed during the 2025 Annual Meeting, our board of directors is currently in the process of being declassified. Starting at the 2026 Annual Meeting, the directors nominated for election will not be classified and will serve for a one-year term, such that all directors will be declassified at the conclusion of our 2028 annual meeting of stockholders (the “2028 Annual Meeting”). At the Annual Meeting, our stockholders will elect four directors, as nominated by our board of directors. Three of these director nominees, Jon Doyle, William Spruill and Diego Dugatkin, (each currently Class III directors) will be elected for one-year terms, expiring at the 2027 annual meeting. Andy Yasutake, who was appointed by the board of directors as a Class II director during the fiscal year ended 2026, will stand for election as a Class II director. If elected, Mr. Yasutake will serve a term expiring at the 2028 Annual Meeting. 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. 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 | | Director Nominees for Election at the Annual Meeting—Term Expiring at the 2027 Annual Meeting | | | | | Jon Doyle | 61 | December 2019 | Compensation Committee | | William Spruill | 58 | November 2022 | Compensation Committee, Audit Committee | | Diego Dugatkin | 56 | December 2025 | None | | Director Nominee for Election at the Annual Meeting—Term Expiring at the 2028 Annual Meeting | | | | | Andy Yasutake (Class II) | 48 | December 2025 | None |
Directors
| Name | Age | Director Since | Board Committees | | Class I Directors—Term Expiring at 2027 Annual Meeting | | | | | Pam Kilday | 68 | December 2019 | Compensation Committee (Chair), Nominating & Governance Committee | | Pierre Naudé | 67 | December 2011 | None | | William Ruh | 65 | May 2013 | Audit Committee (Chair), Nominating & Governance Committee | | Class II Directors—Term Expiring at 2028 Annual Meeting | | | | | Sean Desmond | 53 | February 2025 | None | | Justin Nyweide | 46 | February 2025 | Audit Committee, Nominating & Governance Committee (Chair) |
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
Board Nominees
Continuing Directors—Class I Directors
Continuing Directors—Class I Directors Pam Kilday has served on our board of directors since December 2019, and was our Lead Independent Director from May 2022 until July 2025. 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 has been a member of our board of directors since nCino began operations and Chairman of our board of directors since May 10, 2022. Mr. Naudé served as nCino’s Chief Executive Officer from its inception until February 1, 2025, when he transitioned to the position of Executive Chairman. The initial term of Mr. Naudé‘s appointment as Executive Chairman expired on January 31, 2026. Upon expiration of the initial term, Mr. Naudé transitioned to serving as a non-employee director and Chairman, effective February 1, 2026. 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 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 private equity fund focused on early-stage financial technology investments, 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.
Continuing Directors—Class II Directors
Continuing Directors—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, Americas and EMEA 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, and as our Lead Independent Director since July 2025. Mr. Nyweide is a Founding Partner and Senior Advisor of HMI Capital Management, L.P. 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 Carroll School, and previously with the Retro Report and 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our fiscal 2026 director compensation program for non-employee directors is set forth below. In order to continue to align our director compensation practices with the competitive market, in February 2025, our board of directors increased the annual cash retainer for the non-employee board chair and for the non-chair board members, 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
| ○ | Annual Cash Retainer: Non-employee Chair - $62,100 (increased from $60,000); Members - $36,225 (increased from $35,000) |
DIRECTOR COMPENSATION
| ○ | Audit Committee: Chair - $22,250 (increased from $21,500); Members - $11,125 (increased from $10,750); |
DIRECTOR COMPENSATION
| ○ | Compensation Committee: Chair - $16,690 (increased from $16,125); Members - $8,350 (increased from $8,063); |
DIRECTOR COMPENSATION
| ○ | Nominating and Corporate Governance Committee: Chair - $8,900 (increased from $8,600); Members - $4,450 (increased from $4,300); and |
DIRECTOR COMPENSATION
| ○ | Initial one-time RSU and annual RSU grants: $200,000, vests annually over three years and cliff vests after one year, respectively (increased from $185,000). |
DIRECTOR COMPENSATION
After these adjustments, the fiscal 2026 director compensation program was as follows: Equity Compensation
DIRECTOR COMPENSATION
| ○ | Annual RSU award with a grant date fair value of $200,000 granted at each annual meeting of stockholders and cliff 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 $200,000 granted to new non-employee directors and vesting ratably in three annual installments, 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: $62,100; Member: $36,225 |
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: $22,250; Member: $11,125 |
DIRECTOR COMPENSATION
| ○ | Compensation Committee—Chair: $16,690; Member: $8,350 |
DIRECTOR COMPENSATION
| ○ | Nominating and Corporate Governance Committee—Chair: $8,900; Member: $4,450 |
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. 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 $108,675). Non-employee directors have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises; and the after-tax value of shares of nonvested time-based restricted shares and RSUs. Shares subject to vested or nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based RSUs will not count towards the guidelines. Until the required ownership guideline is reached, the applicable director is required to retain at least 50% of the shares received upon vesting or settlement of equity awards or the exercise of stock options (net of taxes and any applicable exercise price).
Fiscal 2026 Director Compensation Table
Fiscal 2026 Director Compensation Table The following table sets forth information for the fiscal year ended January 31, 2026, regarding the compensation awarded to, earned by or paid to our non-employee directors. Mr. Desmond, our Chief Executive Officer during fiscal 2026, and Mr. Naudé, our Executive Chairman during fiscal 2026, did not receive additional compensation for their service as a director and have been excluded from the table. Please see the Fiscal 2026 Summary Compensation Table for the compensation received by Mr. Desmond and Mr. Naudé for their service as Chief Executive Officer and Executive Chairman, respectively, during fiscal 2026.
Fiscal 2026 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Steven Collins (2) | 24,110 | — | — | 24,110 | | Jon Doyle (3) | 42,784 | 197,918 | — | 240,702 | | Diego Dugatkin (4) | 6,005 | 306,770 | — | 312,775 | | Jeffrey Horing (5) | 30,220(6) | 82,338 | — | 112,558 | | Pam Kilday (7) | 63,374 | 197,918 | — | 261,292 | | Spencer Lake (8) | 20,489 | — | — | 20,489 | | Justin Nyweide (9) | 64,826(10) | 476,640 | — | 541,466 | | William Ruh (11) | 63,438 | 197,918 | — | 261,356 | | William Spruill (12) | 51,866 | 197,918 | — | 249,784 | | Andy Yasutake (13) | 6,005 | 306,770 | — | 312,775 |
Fiscal 2026 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 17, 2025, the approval date of the award, to the grant date of June 18, 2025, or in the case of Dr. Dugatkin and Mr. Yasutake, the change in our stock price from November 28, 2025 to the grant date of December 1, 2025. In addition, in the case of Mr. Nyweide, the change in our stock price from February 7, 2025 to the grant date of February 11, 2025. In addition, in the case of Mr. Horing, the amount reported in this column includes $82,338, representing the aggregate incremental cost associated with the modification of his outstanding RSU award to provide for accelerated vesting in connection with his resignation from the board of directors. As of January 31, 2026, our non-employee directors had equity awards outstanding with respect to the following number of shares: Mr. Doyle—RSUs, 7,385; Dr. Dugatkin—RSUs, 12,511; Ms. Kilday—RSUs, 7,385; Mr. Nyweide—RSUs, 13,550; Mr. Ruh—RSUs, 7,385; Mr. Spruill—RSUs, 7,385 and Mr. Yasutake—RSUs, 12,511. Messrs. Collins, Horing and Lake did not hold any outstanding equity awards with respect to the Company as of January 31, 2026. |
Fiscal 2026 Director Compensation Table
| (2) Mr. Collins ceased serving as a member of the board of directors effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (3) Mr. Doyle ceased serving as a member of the nominating and corporate governance committee effective June 18, 2025. Mr. Doyle was appointed to the compensation committee effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (4) Dr. Dugatkin was appointed to the board of directors effective December 1, 2025. |
Fiscal 2026 Director Compensation Table
| (5) Mr. Horing ceased serving as a member of the board of directors effective December 1, 2025. |
Fiscal 2026 Director Compensation Table
| (6) The fees earned and paid in cash for Mr. Horing were paid to Insight Venture Management LLC. |
Fiscal 2026 Director Compensation Table
| (7) Ms. Kilday ceased serving as lead independent director effective June 18, 2025. Ms. Kilday was appointed chairman of the compensation committee and as a member of the nominating and corporate governance committee, each effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (8) Mr. Lake ceased serving as a member of the board of directors effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (9) Mr. Nyweide was appointed to the board of directors effective February 10, 2025. Mr. Nyweide was appointed to the audit committee effective February 10, 2025. Mr. Nyweide was appointed lead independent director and to the nominating and corporate governance committee, each effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (10) The fees earned and paid in cash for Mr. Nyweide were paid to HMI Capital Management, L.P. |
Fiscal 2026 Director Compensation Table
| (11) Mr. Ruh was appointed chairman of the audit committee effective June 18, 2025. Mr. Ruh ceased serving as chairman of the compensation committee and was appointed to the nominating and corporate governance committee, each effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (12) Mr. Spruill was appointed to the compensation committee effective June 18, 2025. |
Fiscal 2026 Director Compensation Table
| (13) Mr. Yasutake was appointed to the board of directors effective December 1, 2025. |
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. Recently promoted 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 noted in the table below, the fiscal 2026 annual cash bonus program was based on Gross Annual Contract Value and Non-GAAP Rule of 40, two key performance metrics aligned with the Company’s growth initiatives at the time the program was established. The table below outlines each of the principal elements of the Company’s fiscal 2026 executive compensation program:
Our Executive Compensation Practices
| ✓ | Market comparison of executive compensation against a relevant peer group |
Our Executive Compensation Practices
| ✓ | Use of an independent compensation consultant reporting directly to the Compensation Committee |
Our Executive Compensation Practices
| ✓ | No excessive severance benefits |
Our Executive Compensation Practices
| ✓ | No 280G (excise) tax gross-ups |
Our Executive Compensation Practices
| ✓ | Prohibition of repricing or cancellation of underwater stock options without stockholder approval |
Base Salary
| (1) Mr. Desmond’s base salary increased in connection with Mr. Desmond’s promotion to Chief Executive Officer, based on a review of market data and considering the compensation of his predecessor. |
Base Salary
| (2) Mr. Naudé’s base salary decreased in connection with Mr. Naudé’s change in role to Executive Chairman, based on a review of market data. |
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 bonus eligible employees. 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 2026 annual cash bonus program applicable to the NEOs was subject to the attainment of goals relating to the Company’s Total Gross Annual Contract Value and the Company’s Non-GAAP Rule of 40. These goals were selected to more closely align to defined Company growth initiatives, annual contract value targets, and ongoing expense management initiatives. The table below sets forth the weight and target achievement level for each metric in our fiscal 2026 annual cash bonus program.
Annual Cash Bonuses
| | Weight | Fiscal 2026 Threshold(1) | Fiscal 2026 Target | Fiscal 2026 Maximum(1) | Fiscal 2026 Actual | Fiscal 2026 Actual Achievement Payout | | Total Gross Annual Contract Value(2) | 60% | N/A | $89.95M | N/A | $85.8M | 57.2% | | Non-GAAP Rule of 40(3) | 40% | 28.1% | 31.4% | 32.5% | 31.9% | 40.0% | | Overall Achievement | | | | | | 97.2% |
Annual Cash Bonuses
| (1) With respect to the Total Gross Annual Contract Value metric under our fiscal 2026 annual cash bonus program, payouts were determined on a dollar-for-dollar linear basis relative to target achievement, with no minimum threshold or maximum cap. With respect to the Non-GAAP Rule of 40 metric, threshold and maximum performance would result in a payout equal to 50% and 115% of target, respectively. Payouts for performance between performance levels is determined based on straight line interpolation. |
Annual Cash Bonuses
| (2) “Total Gross Annual Contract Value” for incentive purposes is defined as the highest annualized subscription fee obligation during the term of an applicable net new contract, or the incremental highest annualized subscription fee obligation during the term of the applicable add-on or upgrade to an existing contract. The target achievement level for this metric was intentionally set at a rigorous level, requiring strong execution across the organization, and was designed to be challenging yet attainable with exceptional management performance. |
Annual Cash Bonuses
| (3) “Non-GAAP Rule of 40” for incentive purposes is a non-GAAP financial measure that represents the Company’s total annual revenue growth percentage plus 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. Total revenue is defined as subscription, customer support, professional services and other revenues recognized during the term. This metric reflects whether the Company is striking the right balance between growth and profitability. The target achievement level was set to be challenging, yet achievable, with strong execution by management. |
Annual Cash Bonuses
The table below sets forth the fiscal 2026 target bonus opportunities and fiscal 2026 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. Mr. Desmond’s bonus target was increased from 60% to 100% in connection with his promotion to Chief Executive Officer and 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 2026 in amounts equal to 97.2% of target.
Annual Cash Bonuses
| Named Executive Officer | Fiscal 2026 Target Bonus (% of Base Salary) (1) | Fiscal 2026 Target Bonus | Fiscal 2026 Actual Bonus | | Sean Desmond | 100% | $500,000 | $486,110 | | Pierre Naudé | 100% | $260,000 | $252,777 | | Greg Orenstein | 65% | $274,194 | $266,577 | | April Rieger | 50% | $203,801 | $198,140 |
Annual Cash Bonuses
| (1) The target opportunities for Mr. Orenstein and Ms. Rieger were adjusted, effective May 1, 2025, from 60% and 55%, respectively, of their base salary, resulting in a pro-rated target opportunity for the year. |
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 2026, equity compensation was granted in the form of time-based RSUs. The Compensation Committee believes it is appropriate at the Company’s current size and stage to provide long term incentive compensation for our executive officers solely in the form of time based RSUs, which are a straightforward, market competitive vehicle that supports retention and directly aligns the interests of our executives with long term stockholder value creation through changes in our stock price. For grants made prior to April 30, 2025, vesting occurs 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. For grants made after April 30, 2025, vesting occurs in equal installments made quarterly over a four year period, 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 2026 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 2026 long-term incentive program. The fiscal 2026 target equity award values for the NEOs were determined after considering individual performance and the competitive market, with the target opportunities for Mr. Orenstein and Ms. Rieger increased as compared to their fiscal 2025 target equity award values to further align with competitive market data. Messrs. Desmond and Naudé’s target equity awards were determined in consideration of Mr. Desmond’s promotion to Chief Executive Officer and Mr. Naudé’s role change to Executive Chairman, based on market data and, in the case of Mr. Desmond, considering the target equity awards previously granted to Mr. Naudé in his role as our Chief Executive Officer.
Long-Term Incentive Program
| Named Executive Officer | Fiscal 2026 Target Equity Award Value(1) | | Sean Desmond | $8,200,000 | | Pierre Naudé | $4,000,000 | | Greg Orenstein | $3,500,000 | | April Rieger | $2,600,000 |
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 of $23.20 on April 30, 2025 |
Long-Term Incentive Program
| for each NEO. These amounts differ from the amounts reflected for these awards in the Fiscal 2026 Summary Compensation Table due to the change in our stock price from April 30, 2025 to the grant date of May 1, 2025. |
Long-Term Incentive Program
Please see “Outstanding Equity Awards at Fiscal 2026 Year-End” for a summary of the outstanding equity awards held by each of the NEOs as of fiscal 2026 year-end.
Other Elements of Our Fiscal 2026 Executive Compensation Program
Other Elements of Our Fiscal 2026 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. 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. As discussed below, Mr. Naudé thereafter entered into a letter agreement with the Company when he stepped down from his position as CEO in February 2025. The Amended and Restated Employment Agreements were 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, (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. 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, and (iii) accelerated vesting of outstanding equity. Mr. Naudé stepped down as Chief Executive Officer, 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 through fiscal 2026. 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 prior employment agreement, except that 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 provided for an initial term expiring on February 1, 2026. The Naudé Letter Agreement was not renewed for fiscal 2027, as Mr. Naudé stepped down from his role as Executive Chairman at the end of fiscal 2026, but remains as the Company’s non-executive Chairman. Pursuant to the Naudé Letter Agreement, in the event that Mr. Naudé’s service as Executive Chairman was terminated by our board of directors without cause or by Mr. Naudé for good reason, then Mr. Naudé would have been 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. Mr. Naudé did not receive any severance benefits upon stepping down as Executive Chairman. While serving as Chairman and a member of our board of directors, Mr. Naudé’s equity awards continue to vest in accordance with their terms based on his continued service. Although Mr. Naudé has a contractual entitlement to continued vesting based on his continued service, 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 2026 Summary Compensation Table under ASC 718. See the subsection titled “Potential Payments Upon Termination or Change of Control” for a description of the severance and change in control arrangements for our NEOs. Other Benefits Our NEOs participate in our corporate-wide benefit programs. Our NEOs are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan. Mr. Naudé and Mr. Desmond also receive life insurance benefits paid for by the Company. The Company maintains a time-based chartered aircraft program, with such program primarily used for business travel. On occasion, a spouse or other guest may accompany executive officers on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the Fiscal 2026 Summary Compensation Table for such travel. In fiscal 2026, Mr. Desmond and Mr. Naudé used a time-shared chartered aircraft program for personal use, for which Mr. Desmond and Mr. Naudé fully reimbursed the Company. Accordingly, no amount is reflected for such use for Mr. Desmond and Mr. Naudé in the “All Other Compensation” column of the Fiscal 2026 Summary Compensation Table below. 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 2026, we did not provide nonqualified retirement programs or perquisites that are often provided at other companies to executive officers. Clawback Policy
Other Elements of Our Fiscal 2026 Executive Compensation Program
The Company maintains 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 NEOs, 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 maintains 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 after-tax value of shares of nonvested time-based restricted shares and RSUs. Shares subject to 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 fiscal 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’s Human Capital Solutions practice, a division of Aon plc (“Aon”), provides executive compensation consulting services to the Compensation Committee. With respect to fiscal 2026, Aon provided services related to the review of 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 $100,935 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 2026, Aon was paid approximately $182,874 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, and Aon was independent.
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 2026 compensation decisions, the Compensation Committee utilized the peer group set forth below. This was the same peer group as fiscal 2025, except that DigitalOcean Holdings, Inc., Intapp, Inc., Semrush Holdings, Inc., and Vertex, Inc. were added, and EngageSmart, Inc., Everbridge, Inc., BigCommerce Holdings Inc., and Fastly, Inc. 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 52nd percentile and the Company’s market capitalization, as a multiple of revenue, was positioned at the 69th percentile of our peer group.
Selection of and Comparison to Peer Group
| | Fiscal 2026 Compensation Peer Group | | | Appfolio, Inc. | Intapp, Inc. | Smartsheet, Inc. | | Appian Corporation | MeridianLink, Inc. | SPS Commerce, Inc. | | Blackline, Inc. | N-able Technologies, Inc. | Varonis Systems, Inc. | | Clearwater Analytics Holdings, Inc. | Paycor HCM, Inc. | Vertex, Inc. | | DigitalOcean Holdings, Inc. | Q2 Holdings, Inc. | Workiva, Inc. | | DoubleVerify Holding, Inc. | Qualys, Inc. | | | Five9, Inc. | Semrush Holdings, Inc. | |
Selection of and Comparison to Peer Group
In assessing executive compensation, the Compensation Committee also reviewed survey data from the Radford McLagan Compensation Database.
Fiscal 2026 Summary Compensation Table
Fiscal 2026 Summary Compensation Table The following table provides information regarding the compensation earned by our NEOs for fiscal 2026, 2025 and 2024.
Fiscal 2026 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 ($) | | Sean Desmond, | 2026 | 500,000 | — | 8,083,356 | 486,110 | 20,092 | 9,089,558 | | Chief Executive Officer & President | 2025 | 361,425 | — | 2,509,058 | 209,204 | 14,942 | 3,094,629 | | | 2024 | 328,000 | — | 2,278,598 | 125,400 | 14,316 | 2,746,314 | | Pierre Naudé, | 2026 | 260,000 | — | 8,546,068 | 252,777 | 18,186 | 9,077,031(5) | | Executive Chairman | 2025 | 512,500 | — | 7,470,940 | 494,400 | 21,259 | 8,499,099 | | | 2024 | 497,987 | — | 6,934,897 | 380,000 | 20,664 | 7,833,548 | | Greg Orenstein, | 2026 | 414,425 | — | 3,450,214 | 266,577 | 49,733 | 4,180,949 | | Chief Financial Officer & Treasurer | 2025 | 364,167 | — | 2,837,050 | 211,968 | 51,149 | 3,464,334 | | | 2024 | 343,073 | — | 2,278,598 | 131,100 | 47,642 | 2,800,413 | | April Rieger, | 2026 | 383,025 | — | 2,562,995 | 198,140 | 15,179 | 3,159,339 | | Chief Legal & Administrative Officer & Secretary | 2025 | 337,000 | — | 1,891,366 | 178,675 | 14,845 | 2,421,886 | | | 2024 | 325,000 | — | 1,486,048 | 137,940 | 14,370 | 1,963,358 |
Fiscal 2026 Summary Compensation Table
| (1) Mr. Naudé stepped down as Chief Executive Officer 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 through the duration of fiscal 2026. |
Fiscal 2026 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 2026 Executive Compensation Program—Employment Arrangements”, included in this amount is the incremental fair value of $4,602,983, computed as of the date of the modification in accordance with ASC Topic 718, related to Mr. Naudé‘s fiscal 2026 equity modifications. |
Fiscal 2026 Summary Compensation Table
| (3) The amounts reported for fiscal 2026 represent payouts under the Company’s annual cash bonus program based on performance with respect to goals relating to (i) Total Gross Annual Contract Value and (ii) Non-GAAP Rule of 40. |
Fiscal 2026 Summary Compensation Table
| (4) The amounts reported in this column for fiscal 2026 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. Desmond of $12,988, Mr. Naudé of $11,835, Mr. Orenstein of $12,786, and Ms. Rieger of $12,779 (iii) lodging expenses of $19,450 for Mr. Orenstein and a related tax reimbursement of $15,097, and (iv) life insurance premiums paid by the Company for Mr. Desmond and Mr. Naudé and a related tax reimbursement ($2,054 for Mr. Desmond and $2,775 for Mr. Naudé). |
Fiscal 2026 Summary Compensation Table
| (5) Excluding the value of the equity modification for Mr. Naudé, as described further in footnote 2, Mr. Naudé’s total would be $4,474,048. |
Fiscal 2026 Grants of Plan-Based Awards
Fiscal 2026 Grants of Plan-Based Awards The following table provides information regarding the possible payouts to our NEOs in fiscal 2026 under our annual cash bonus program and the equity awards received by our NEOs in fiscal 2026 under the: nCino, Inc. 2019 Equity Incentive Plan (as amended and restated on July 16, 2020) (the “2019 Plan”).
Fiscal 2026 Grants of Plan-Based Awards
| | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of shares of stock or units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Sean Desmond | (4) | — | — | 300,000 | — | — | — | | | (5) | — | 100,000 | 200,000 | 230,000 | — | — | | | 5/1/2025 | 4/30/2025 | — | — | — | 353,448 | 8,083,356 | | Pierre Naudé | (4) | — | — | 156,000 | — | — | — | | | (5) | — | 52,000 | 104,000 | 119,600 | — | — | | | 5/1/2025 | 4/30/2025 | — | — | — | 172,413 | 3,943,085 | | | 12/1/2025 | 12/1/2025 | — | — | — | 489,083 | 4,602,983 | | Greg Orenstein | (4) | — | — | 164,516 | — | — | — | | | (5) | — | 54,839 | 109,678 | 126,129 | — | — | | | 5/1/2025 | 4/30/2025 | — | — | — | 150,862 | 3,450,214 | | April Rieger | (4) | — | — | 122,281 | — | — | — | | | (5) | — | 40,760 | 81,520 | 93,748 | — | — | | | 5/1/2025 | 4/30/2025 | — | — | — | 112,068 | 2,562,995 |
Fiscal 2026 Grants of Plan-Based Awards
| (1) Amounts reported in this column reflect the fiscal 2026 bonus opportunity for each NEO. |
Fiscal 2026 Grants of Plan-Based Awards
| (2) The amounts reported in this column represent RSU awards that vest in sixteen equal quarterly installments, subject to the NEO’s continued employment through each applicable vesting date, except for Mr. Naudé‘s December 1, 2025 grant. Mr. Naudé‘s amount reported for the December 1, 2025 grant in this column represents the number of shares modified during fiscal 2026 as discussed above in further detail in Footnote 2 to the Fiscal 2026 Summary Compensation Table. |
Fiscal 2026 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. Naudé‘s December 1, 2025 grant which represents the incremental fair value of his equity modifications in fiscal 2026 as discussed above in further detail in Footnote 2 to the Fiscal 2026 Summary Compensation Table. |
Fiscal 2026 Grants of Plan-Based Awards
| (4) Amounts represent the target payout levels with respect to the Total Gross Annual Contract Value performance metric under our fiscal 2026 annual cash bonus program. With respect to the Total Gross Annual Contract Value metric under our fiscal 2026 annual cash bonus program, payouts were determined on a dollar-for-dollar linear basis relative to target achievement, with no minimum threshold or maximum cap. |
Fiscal 2026 Grants of Plan-Based Awards
| (5) Amounts represent the weighted threshold, target and maximum payout levels with respect to the Non-GAAP Rule of 40 performance metric under our fiscal 2026 annual cash bonus program. |
Outstanding Equity Awards at Fiscal 2026 Year-End
Outstanding Equity Awards at Fiscal 2026 Year-End The following table summarizes outstanding option awards and unvested stock awards held by each NEO on January 31, 2026.
Outstanding Equity Awards at Fiscal 2026 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) | | Sean Desmond | 2/1/2017 | 220,614 | — | 4.98 | 2/1/2027 | — | — | | | 2/1/2022 | — | — | — | — | 10,910 | 232,929 | | | 5/1/2023 | — | — | — | — | 46,502 | 992,818 | | | 4/1/2024 | — | — | — | — | 40,128 | 856,733 | | | 5/1/2024 | — | — | — | — | 15,432 | 329,473 | | | 5/1/2025 | — | — | — | — | 309,267 | 6,602,850 | | Pierre Naudé | 2/1/2022 | — | — | — | — | 38,185 | 815,250 | | | 5/1/2023 | — | — | — | — | 141,529 | 3,021,644 | | | 4/1/2024 | — | — | — | — | 158,507 | 3,384,124 | | | 5/1/2025 | — | — | — | — | 150,862 | 3,220,904 | | Greg Orenstein | 2/1/2022 | — | — | — | — | 10,910 | 232,929 | | | 5/1/2023 | — | — | — | — | 46,502 | 992,818 | | | 4/1/2024 | — | — | — | — | 60,192 | 1,285,099 | | | 5/1/2025 | — | — | — | — | 132,005 | 2,818,307 | | April Rieger | 2/1/2022 | — | — | — | — | 8,728 | 186,343 | | | 9/12/2022 | — | — | — | — | 13,912 | 297,021 | | | 5/1/2023 | — | — | — | — | 30,328 | 647,503 | | | 4/1/2024 | — | — | — | — | 40,128 | 856,733 | | | 5/1/2025 | — | — | — | — | 98,060 | 2,093,581 |
Outstanding Equity Awards at Fiscal 2026 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 for awards granted prior to April 30, 2025. For awards granted subsequent to April 30, 2025, the RSUs are scheduled to vest with respect to 6.25% in quarterly installments. |
Outstanding Equity Awards at Fiscal 2026 Year-End
| (2) The market value of shares or units that have not vested reflects a stock price of $21.35, our closing stock price on January 30, 2026, the last trading date of fiscal 2026. |
Fiscal 2026 Option Exercises and Stock Awards Vested
Fiscal 2026 Option Exercises and Stock Awards Vested The following table provides information concerning the exercise of stock options and vesting of stock awards during fiscal 2026 for each of the NEOs.
Fiscal 2026 Option Exercises and Stock Awards Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sean Desmond | 14,662 | 283,416 | 102,267 | 2,691,995 | | Pierre Naudé | — | — | 208,334 | 5,482,237 | | Greg Orenstein | 72,448 | 1,388,828 | 78,487 | 2,079,936 | | April Rieger | — | — | 69,187 | 1,916,153 |
Fiscal 2026 Potential Payments Upon Termination or Change in Control
Fiscal 2026 Potential Payments Upon Termination or Change in Control During fiscal 2026, 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, 2026, 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, 2026 and the closing price of a share of our common stock of $21.35 on January 30, 2026, the last trading date of fiscal 2026. 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. Employment Agreements Under the Amended and Restated Employment Agreements applicable to the NEOs:
Fiscal 2026 Potential Payments Upon Termination or Change in Control
| • | In the event of a termination of employment due to the NEO’s death, or disability, the NEO’s estate or NEO, as applicable, 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 2026 Potential Payments Upon Termination or Change in Control
| • | 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 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. Desmond); and |
Fiscal 2026 Potential Payments Upon Termination or Change in Control
| • | 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 of claims, (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. Desmond), 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 2026 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. In connection with his transition to the role of non-executive Chairman, Mr. Naudé did not receive any severance benefits from the Company and is no longer eligible for cash severance benefits. 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 of claims, Mr. Naudé’s outstanding and unvested equity awards will vest in full upon such resignation (estimated value of $10,441,922, based on our closing stock price as of January 30, 2026). Because Mr. Naudé is no longer eligible to receive severance benefits, he has been excluded from the tables below.
Potential Payments Upon Death or Disability Table
Potential Payments Upon Death or Disability Table
Potential Payments Upon Death or Disability Table
| Name | Severance Payment ($)(1) | Value of Accelerated Equity Awards ($) | Welfare Benefits ($) | Aggregate Payments ($) | | Sean Desmond | 486,110 | — | — | 486,110 | | Greg Orenstein | 266,577 | — | — | 266,577 | | April Rieger | 198,140 | — | — | 198,140 |
Potential Payments Upon Death or Disability Table
| (1) Amounts reported in this column represent a pro-rated target bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2026, the amounts are not pro-rated. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Welfare Benefits ($)(4) | Aggregate Payments ($) | | Sean Desmond | 1,000,000 | 5,789,602 | 24,705 | 6,814,307 | | Greg Orenstein | 704,094 | 1,962,924 | 24,705 | 2,691,723 | | April Rieger | 601,701 | 1,690,845 | 24,705 | 2,317,251 |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (1) A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason prior to or more than 18 months following a change in control. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (2) Amounts reported in this column represent the sum of (i) 12 months’ base salary for the NEOs and (ii) a payment equal to the executive’s target bonus amount for the year of termination. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (3) For each of the NEOs, represents the value of equity awards where the normal vesting date for such awards would have occurred on or prior to the 12 month (for Mr. Desmond, 24 month) anniversary of such termination of employment. For each of the NEOs, any equity awards that do not vest pursuant to the foregoing will remain outstanding and be forfeited without consideration on the six-month anniversary of such termination unless a change in control occurs within such six-month period. |
Potential Payments Upon Qualifying Termination Absent a Change in Control Table(1)
| (4) Represents the estimated value of continued welfare benefits that the NEOs would be entitled to receive upon a qualifying termination of employment. |
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
Potential Payments Upon Qualifying Termination on or Following a Change in Control Table(1)
| Name | Severance Payment ($)(2) | Value of Accelerated Equity Awards ($)(3) | Welfare Benefits ($)(4) | Aggregate Payments ($) | | Sean Desmond | 1,500,000 | 9,014,803 | 37,058 | 10,551,861 | | Greg Orenstein | 1,056,141 | 5,329,152 | 24,705 | 6,409,998 | | April Rieger | 902,552 | 4,081,181 | 24,705 | 5,008,438 |
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. |
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. Desmond, 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” (“