DEF 14A of Doximity, Inc., Jun 14, 2023

DEF 14A of Doximity, Inc.

Filed Jun 14, 2023 · FY20230001516513-23-000045

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of June 1, 2023:

  3. Directors

    | Name | Age | Positions and Offices Held with the Company | Class | | Employee Directors: | | | | | Jeffrey Tangney | 50 | Chief Executive Officer and Director | I | | Non-Employee Directors: | | | | | Kevin Spain (1)(2) | 51 | Director | II | | Phoebe L. Yang (2)(3) | 54 | Director | III | | Regina Benjamin (1)(3) | 66 | Director | III | | Kira Wampler (2)(3) | 50 | Director | I | | Timothy Cabral (1) | 56 | Director | II |

  4. Directors

    ____________ (1)Member of the audit committee. (2)Member of the compensation committee. (3)Member of the nominating and governance committee.

  5. Class II Director Nominees

    Class II Director Nominees Kevin Spain. Mr. Spain has served as a member of our board of directors since March 2011. Since March 2011, Mr. Spain has served as general partner of Emergence Capital Partners, a venture capital firm, and served as a principal of Emergence Capital Partners from September 2006 to March 2011. Prior to joining Emergence Capital Partners, Mr. Spain was a member of the corporate development group of Microsoft Corporation, a computer software company, from June 2003 to May 2006, and a member of the corporate development group of Electronic Arts Inc., a game software content and services company, from September 2000 to May 2003. Mr. Spain was previously co-founder and chief executive officer of Madison.com, Inc., which provided a hosted marketing management solution for small and medium sized companies. Mr. Spain served on the board of directors of Veeva Systems Inc., a public cloud-computing company, from May 2008 to July 2014. Mr. Spain currently serves on the board of directors of several privately held companies. Mr. Spain holds a B.A. in Business Administration from the University of Texas at Austin and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Spain is qualified to serve on our board of directors because of his extensive industry experience and his experience advising other public companies. Timothy Cabral. Mr. Cabral has served as a member of our board of directors since September 2020. From February 2010 to September 2020, Mr. Cabral served as chief financial officer for Veeva Systems Inc., or Veeva, a public cloud-computing company, during which time the company launched its initial public offering. From February 2008 to February 2010, Mr. Cabral served as chief financial officer and chief operations officer for Modus Group, LLC, a private a wireless solutions and services company, and served as chief financial officer and vice president of operations for Agistics, Inc., a private employee management services company, from March 2005 to June 2007. Prior to its acquisition by Oracle Corporation, Mr. Cabral spent more than seven years at PeopleSoft, Inc., a computer technology company, beginning in November 1997, where he held various positions, including vice president of products & technology finance from June 1999 to January 2005 and senior director of corporate financial planning and analysis from November 1997 to June 1999. Mr. Cabral has served on the board of directors of ServiceTitan, Inc. a private cloud-based home services company, since December 2019, on the board of directors of Veeva since January 2022, and on the board of Singlestore, Inc. a cloud database company, since March 2021. Mr. Cabral previously served on the board of directors of Apttus Corporation, a private software provider, from October 2017 to October 2018, when it was acquired by Thoma Bravo. Mr. Cabral holds a B.S. in Finance from Santa Clara University and an M.B.A. from the Leavey School of Business at Santa Clara University. We believe Mr. Cabral is qualified to serve on our board of directors because of his previous experience in a lead role of a company during its initial public offering and management thereafter.

  6. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors Jeffrey Tangney. Mr. Tangney is our co-founder and has served as our Chief Executive Officer and as a member of our board of directors since our inception in April 2010. Jeffrey Tangney co-founded Epocrates, Inc., a mobile medical reference app company, in June 1999, and held various management positions at Epocrates through March 2010, most recently as its president and chief operating officer, as well as executive vice president of sales and marketing, since September 2005. From June 1993 to August 1997, Mr. Tangney served as a manager of ZS Associates, a consulting firm. Mr. Tangney holds a B.S. in Economics and Math from the University of Wisconsin-Madison and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Tangney is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our Chief Executive Officer. Kira Wampler. Ms. Wampler has served as a member of our board of directors since March 2020. Ms. Wampler has served as venture chair of Redesign Health Inc., a private investment firm and healthcare innovation platform, since February 2020. From November 2016 to March 2019, Ms. Wampler served as the chief executive officer of Art.com Inc., a private art retailer company, during which time she led the company through its acquisition by Walmart Inc. From December 2014 to November 2016, Ms. Wampler served as the chief marketing officer of Lyft, Inc., a mobile ride-sharing app. Ms. Wampler also previously served as chief marketing officer of Trulia, Inc., a private real estate listing company, from November 2013 to November 2014. Ms. Wampler has served on the boards of directors of private companies including Candid Care Co. from September 2019 to January 2023, Personal Capital Corporation from March 2019 to August 2020, and Healthline Media, Inc. from March 2019 to August 2019. Ms. Wampler holds a B.S. in Foreign Services from Georgetown University School of Foreign Services, where she majored in History and Diplomacy, and an M.B.A. from the Fuqua School of Business at Duke University. We believe Ms. Wampler is qualified to serve on our board of directors because of her extensive experience advising technology companies as both a director and executive. Regina Benjamin, M.D. Dr. Benjamin has served as a member of our board since September 2020. Dr. Benjamin is currently the founder and chief executive officer of, and is a practicing physician at, BayouClinic, Inc., since January 1990. Dr. Benjamin was appointed as the 18th United States Surgeon General by President Barack Obama in July 2009 and served in that role from November 2009 to August 2013. In addition, Dr. Benjamin has approximately 30 years of experience as a practicing family physician. Dr. Benjamin has served as the founder and chief executive officer of the BayouClinic/Gulf States Health Policy Center since 1990, and as the NOLA.com/Times Picayune Endowed Chair in Public Health Sciences at Xavier University of Louisiana since September 2013. Dr. Benjamin served as a member of the boards of directors of each of the Oak Street Health, Inc., a public healthcare services company, from October 2020 to May 2023, Ascension Health Alliance, a private healthcare company, since June 2014, Computer Programs and Systems, Inc., a public technology company, since November 2017, and Kaiser Foundation Hospitals and Health Plan since June 2015. Dr. Benjamin also serves on the advisory board of HealthQuest Capital, a private growth capital firm, since May 2020. Dr. Benjamin served on the board of directors of Alere Inc., a public medical device company, from December 2013 to July 2015, as a member of the March of Dimes Board of Trustees from June 2014 to June 2019, Diplomat Pharmacy, Inc., a public company providing specialty pharmacy services, prior to its acquisition by OptimRx, April 2017 to 2015, and as a member of ConvaTec Group plc, a public medical products and technologies company, from August 2017 to May 2022. Dr. Benjamin holds a B.S. in Chemistry from Xavier University of Louisiana, an M.D. from the University of Alabama at Birmingham, and an M.B.A from Tulane University. We believe Dr. Benjamin is qualified to serve on our board of directors because of her extensive experience in both business and practice as a medical doctor and her experience advising other public companies. Phoebe L. Yang. Ms. Yang has served as a member of our board of directors since August 2022. Ms. Yang currently serves on the board of directors of each of GE Healthcare, a leading global S&P 500 medical technology and solutions company, since January 2023, and CommonSpirit Health, one of the largest U.S. tax-exempt health systems, since July 2020. From May 2020 to September 2022, Ms. Yang served as General Manager, Amazon Web Services, Healthcare, where she led Amazon’s cloud business focused on enabling healthcare enterprises with advanced cloud technologies. From 2013 to 2018, Ms. Yang served as Chief Strategy Officer and Chief Architect for Population Health at Ascension Health, one of the largest U.S. tax-exempt health systems. Ms. Yang holds a B.A. from the University of Virginia, and a J.D. from Stanford Law School, where she was President of the Stanford Law Review. We believe Ms. Yang is qualified to serve on our board of directors because of her extensive industry experience as both a director and executive. PROPOSAL TWO:

  7. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board has delegated to our nominating and governance committee the responsibility of identifying suitable candidates for nomination to our board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. Our nominating and governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the committee deems to be appropriate in the evaluation process. Our nominating and governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our nominating and governance committee recommends candidates for our board’s approval as director nominees for election to our board.

  8. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee directors are eligible to receive the following cash retainers, paid quarterly in advance and equity awards pursuant to our director compensation policy:

  9. Non-Employee Director Compensation

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $30,000 | | Additional retainer lead director | $15,000 | | Additional retainer non-executive chair | $25,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as chair of the audit committee | $20,000 | | Annual service as member of the compensation committee (other than chair) | $6,000 | | Annual service as chair of the compensation committee | $12,000 | | Annual service as member of the nominating and governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and governance committee | $8,000 |

  10. Non-Employee Director Compensation

    Our policy provides that, upon initial election to our board of directors, each non-employee director will automatically be granted restricted stock units ("RSUs") with a value of $350,000 (the “Initial Grant”), based on the closing price of our common stock over the trailing 30-day period ending on the day immediately prior to the effective date of grant, vesting in equal annual installments over three years, subject to continued service as a director through each applicable vesting date. Furthermore, on the date of each of our annual meetings of stockholders, each continuing non-employee director (other than any such director who received an Initial Grant within the immediately the preceding three months) will be automatically granted an RSU grant with a value of $185,000 (the “Annual Grant”), based on the closing price of our common stock over the trailing 30-day period ending on the day immediately prior to the effective date of grant, vesting in full on the earlier of (i) the first anniversary of the grant or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. The Initial Grant and Annual Grant accelerate and vest in full upon a Sale Event as defined in our 2021 Stock Option Incentive Plan (the "2021 Plan"). We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof. Employee directors receive no additional compensation for their service as a director.

  11. Fiscal 2023 Non-Employee Director Compensation Table

    Fiscal 2023 Non-Employee Director Compensation Table The following table presents the total compensation paid, awarded or earned with respect to each person who served as a non-employee director in fiscal 2023.

  12. Fiscal 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Kevin Spain (3) | 52,000 | 195,254 | 247,254 | | Phoebe L. Yang(4) | 20,000 | 379,874 | 399,874 | | Kira Wampler | 44,000 | 195,254 | 239,254 | | Regina Benjamin, M.D. | 44,000 | 195,254 | 239,254 | | Timothy Cabral | 50,000 | 195,254 | 245,254 | | Gilbert Kliman(5) | 20,000 | 195,254 | 215,254 |

  13. Fiscal 2023 Non-Employee Director Compensation Table

    (1)The amounts shown represent the grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718 referred to as “ASC Topic 718,” of RSUs granted under our 2021 Plan. Any estimated forfeitures were excluded from the determination of these amounts. Assumptions used in the calculation of these amounts are set forth in Note 2—Summary of Significant Accounting Policies to our audited financial statements for the fiscal year ended March 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on May 26, 2023. The amount reported in this column reflects the accounting costs for these RSUs and does not correspond to the actual economic value that may be received by the directors upon the vesting of the RSUs. (2)As of March 31, 2023, the number of shares subject to outstanding equity awards held by the non-employee directors was as follows: Mr. Spain: 4,714 shares subject to RSUs; Ms. Yang: 8,665 shares subject to RSUs; Ms. Wampler: 527,200 shares subject to stock options and 4,714 shares subject to RSUs; Dr. Benjamin: 421,138 shares subject to stock options and 4,714 shares subject to RSUs; Mr. Cabral: 518,500 shares subject to stock options and 4,714 shares subject to RSUs. (3)The cash payment to Mr. Spain is made directly to his employer, Emergence Capital Partners, on his behalf, pursuant to the policy of such employer. (4)Ms. Yang joined our board in August 2022. (5)Dr. Kliman stepped down from the board in August 2022, upon which his 4,714 unvested RSUs were cancelled.

  14. Executive Summary

    | What we do | What we don’t do | | Our Compensation Committee consists solely of independent members of our board of directors | We do not permit hedging and pledging of Doximity stock | | Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions | We do not provide special executive welfare, health benefits, or retirement plans not available to our employees generally | | Our Compensation Committee conducts an annual review of our compensation strategy and its risks so as not to incentivize excessive risk taking | Our Compensation Committee does not guarantee executive salary increases, bonuses, or equity awards | | We provide a majority of compensation in long-term incentives that have multi-year vesting and holding periods | We do not provide our executive officers with any excise tax gross-ups | | We provide for “double-trigger” equity award vesting upon a change in control of Doximity | We do not provide our executive officers with any material perquisites |

  15. Executive Summary

    Throughout this CD&A, the Compensation Committee (with respect to the total compensation payable to the Chief Executive Officer and the equity-based compensation payable to the other NEOs) and the Chief Executive Officer (with respect to the cash-based elements of compensation payable to the other NEOs) are referred to as the “decision-makers” with respect to those respective individuals and elements of compensation. Our Compensation Committee and Chief Executive Officer, as the decision-makers, closely consider our compensation philosophy and objectives as well as individual and corporate performance when making executive compensation decisions. Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: annual base salary, short-term cash incentive compensation, and long-term incentive compensation in the form of equity awards. We do not have any formal policies for allocating compensation among these three components. Instead, the decision-makers use their judgment to establish a total compensation program that is an appropriate mix of short- and long-term incentives to motivate each executive to contribute to the achievement of our corporate objectives. The decision-makers structure executive compensation to be heavily weighted towards long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders, and align the NEOs’ incentives with the interests of our stockholders. In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation programs, we consider both the individual performance and skills of each of our executive officers, including our NEOs, as well as the compensation paid to executive officers with similar responsibilities at our peer group companies. We focus on providing a competitive compensation package which provides short-term incentives for the achievement of measurable individual objectives and long-term incentives that align with stockholders’ interests. We believe this approach provides an appropriate balance of short-term and long-term incentives to maximize stockholder value.

  16. Role of our Independent Compensation Consultant

    Role of our Independent Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s fees and other retention terms. For purposes of evaluating our compensation programs and making compensation decisions, the Committee retained Aon to assist in reviewing Doximity’s compensation programs and to ensure that its compensation programs remain competitive in attracting and retaining talented executives. For the fiscal year ended March 31, 2023, Aon assisted the Compensation Committee in developing a group of peer companies to use as a reference in making compensation decisions, evaluating current pay practices and considering different compensation programs and best practices, and assisted with drafting the CD&A. As described further below, Aon also prepared an analysis of Doximity’s compensation practices with respect to base salaries, annual cash incentives and long-term equity incentive grants against market practices for use by the decision makers in making their compensation decisions. Aon reported directly to the Compensation Committee, which maintained the authority to direct their work and engagement, and advised the Compensation Committee from time to time during the fiscal year ended March 31, 2023. Aon interacted with management to gain access to company information that is required to perform services and to understand the culture and policies of Doximity. The Compensation Committee has assessed the independence of Aon, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could give rise to a potential conflict of interest. Based on this review, the Compensation Committee has determined that Aon is independent and that their work has not raised any conflicts of interest.

  17. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Doximity aims to attract and retain highly qualified executive officers in an extremely competitive market. Accordingly, the Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies. To this end, the Compensation Committee reviews market data for each executive officer’s position, compiled by Aon, as described below. In developing a group of peer companies to be used in connection with making compensation decisions, Aon recommended and the Compensation Committee selected companies that would be appropriate peers based on economic sector, revenue, geographic region, and market capitalization. Specifically, our peer group companies used for the fiscal year ended March 31, 2023 were selected in January 2021, with the following parameters: •Sector: 80% of peers in the application software industry and 20% of peers in the healthcare technology industry; •Revenue: $150 Million to $500 Million; •Geography: Emphasis on companies located in San Francisco Bay Area and other technology hubs •Market Capitalization: $1.5 Billion to $15 Billion; preference for an initial public offering within the last 5 years. Based on these criteria, Aon recommended and our Compensation Committee approved the following peer group for fiscal year 2023 compensation decisions:

  18. Use of Competitive Market Compensation Data

    | Accolade, Inc. | GoodRx, Inc. | | Alteryx, Inc. | Health Catalyst, Inc. | | American Well Corporation | Lemonade Insurance Company | | Anaplan, Inc. | Medalia, Inc. | | AppFolio, Inc. | nCino, Inc. | | Asana, Inc. | PagerDuty, Inc. | | Avalara, Inc. | Phreesia, Inc. | | Bill.com, LLC | Smartsheet Inc. | | C3.ai, Inc. | Sumo Logic, Inc. | | Duck Creek Technologies | SVMK, inc. |

  19. Use of Competitive Market Compensation Data

    In February 2021, Aon prepared a range of market data reference points based on this peer group. This market data was reviewed by the decision-makers, with the assistance of Aon, and used as a reference point in setting the total compensation payable to our NEOs. Competitive market positioning is only one of several factors, as described above under “Factors Used in Determining Executive Compensation,” that the decision-makers consider in making compensation decisions, and therefore individual NEO compensation may fall at varying levels as compared to the market data.

  20. Fiscal Year 2023 Executive Compensation Program

    Long-Term Incentive Awards We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program, because such awards align the interests of our Chief Executive Officer and our other NEOs with those of our stockholders by incentivizing increases in stockholder value and strengthening retention. The size and type of equity awards to be granted is determined by the Compensation Committee, after consultation with the independent compensation consultant and, with respect to the executive officers other than the Chief Executive Officer, the Chief Executive Officer. The Compensation Committee has determined that employees, including executive officers, would be incentivized and retained by the grant of restricted stock units (“RSUs”) given that RSUs have value to the recipient even in the absence of stock appreciation, and therefore achieve such goals using fewer shares of our common stock than would be necessary if we used stock options. The value of RSUs is directly impacted by the price of our common stock and, therefore, these awards are a strong incentive for our NEOs to create long-term value for our stockholders. RSUs tied to a service-based vesting schedule also help us retain qualified executive officers in a competitive market. In determining the size of RSU awards, the Compensation Committee takes into account individual performance, internal pay equity considerations and the value of existing long-term incentive awards. The equity awards granted to certain of our named executive officers during fiscal year 2023 are set forth in the table below. At the beginning of fiscal year 2023, Dr. Gross and Ms. Chaloemtiarana received grants of RSUs that vest quarterly over four years. Noting the current and potential value and remaining vesting of the long-term equity incentive awards granted in prior years to Jeff Tangney, Anna Bryson and Paul Jorgensen, our Compensation Committee determined that those existing awards provided sufficient retentive and incentive value to such NEOs. Therefore, Mr. Tangney, Ms. Bryson and Mr. Jorgensen did not receive an additional RSU grant for fiscal year 2023. See the section titled “Executive Compensation—Outstanding Equity Awards at 2023 Year-End” for more information.

  21. Fiscal Year 2023 Executive Compensation Program

    | Named Executive Officer | Type of Grant | Shares (#) | Target Value ($) | | Nate Gross | RSUs | 36,503 | $1,500,000 | | Jennifer Chaloemtiarana | RSUs | 29,202 | $1,200,000 |

  22. Fiscal Year 2023 Executive Compensation Program

    The number of shares issuable under each of the RSU awards in the table above was determined by dividing the target grant value of the award by the average closing price of our Class A common stock on the NYSE over the thirty-trading day period prior to the grant date, in order to reduce the impact of daily volatility on compensation decisions. The grant date fair value of the RSU awards reported in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” is required to be calculated based on our stock price on the grant date, and as a result, such amount may be higher or lower than the target grant value.

  23. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents the compensation awarded to, earned by, and paid to our named executive officers during fiscal years 2023, 2022, and 2021.

  24. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Jeffrey Tangney, Chief Executive Officer | 2023 | 240,000 | — | — | — | 3,726 | 243,726 | | | 2022 | 240,000 | — | — | — | 3,388 | 243,388 | | | 2021 | 240,000 | — | 20,868,314 | — | 204,634 | 21,312,948 | | Anna Bryson, Chief Financial Officer | 2023 | 300,000 | — | — | 150,000(2) | 3,709 | 453,709 | | | 2022 | 300,000 | — | — | 100,000 | 3,211 | 403,211 | | | 2021 | 221,667 | — | 4,080,372 | 50,000 | 4,828 | 4,356,867 | | Paul Jorgensen, Chief Revenue Officer | 2023 | 300,000 | — | — | 150,000(2) | 5,135 | 455,135 | | | 2022 | 268,958 | 7,130,741 | 452,008 | 373,448 | 5,583 | 8,230,738 | | Nate Gross, Chief Strategy Officer | 2023 | 300,000 | 1,349,151 | — | 150,000(2) | 5,535 | 1,804,686 | | Jennifer Chaloemtiarana, General Counsel | 2023 | 300,000 | 1,079,306 | — | 200,000(2) | 4,035 | 1,583,341 |

  25. 2023 Summary Compensation Table

    _____________ (1)The amounts reported represent the aggregate grant date fair value of the stock and option awards granted to our named executive officers during the fiscal year, calculated in accordance with ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock and option awards reported in this column are set forth in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023. The amounts reported in this column reflect the accounting cost for these stock and option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting of the stock awards, exercise of the option awards, or any sale of the underlying shares of common stock. (2)The amounts reported reflect non-equity incentive compensation earned by our NEOs upon the achievement of pre-established performance metrics. See “Compensation Discussion and Analysis—Short-Term Cash Incentive Compensation” for a description of the 2023 annual cash incentive program. (3)For fiscal year 2023, the amounts reported represent 401(k) matching contributions and company-paid group life insurance premiums for each of our NEOs, wellness benefits for Mr. Tangney, Dr. Gross, and Mses. Bryson and Chaloemtiarana, and company contributions to health savings accounts for Mr. Jorgensen and Dr. Gross.

  26. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table shows each non-equity incentive plan award and each equity award granted to our named executive officers during fiscal year 2023.

  27. 2023 Grants of Plan-Based Awards Table

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | All other stock awards: number of shares of stock or units (#) | Grant date fair value of stock and option awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Anna Bryson | N/A | — | 150,000 | 150,000 | — | — | | Paul Jorgensen | N/A | — | 300,000 | 300,000 | — | — | | Nate Gross | N/A | — | 150,000 | 150,000 | — | — | | | 8/15/22 | — | — | — | 36,503(2) | 1,349,151 | | Jennifer Chaloemtiarana | N/A | — | 200,000 | 200,000 | — | — | | | 8/15/22 | — | — | — | 29,202(2) | 1,079,306 |

  28. 2023 Grants of Plan-Based Awards Table

    _____________ (1)The amounts represent the target and maximum amount of non-equity incentive plan awards each NEO could earn in fiscal 2023 under our short-term cash incentive compensation program. See “Compensation Discussion and Analysis—Short-Term Cash Incentive Compensation” for a description of the 2023 annual cash incentive program. There is no threshold for the awards granted under the short-term cash incentive compensation program. (2)1/16th of the shares subject to this RSU vest on a quarterly basis following August 15, 2022, subject to the NEO’s continuous service relationship with the company through each applicable vesting date. (3)The grant date fair value of each equity award is computed in accordance with FASB ASC 718. The amounts reported in this column reflect the accounting cost for these equity awards as of each respective grant date and do not correspond to the actual economic value that may be received by the NEOs upon the vesting of the equity awards.

  29. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of March 31, 2023.

  30. Outstanding Equity Awards at 2023 Year-End

    | | | | Option Awards (1) | | | | Stock Awards (1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Stock Units That Have Not Vested (#) | Market Value of Stock Units That Have Not Vested ($)(2) | | Jeffrey Tangney | 6/21/16 | 5/7/21(3) | 100,000 | — | 0.60 | 6/20/26 | | | | | 6/21/16 | 3/27/20(4) | 8,334 | — | 0.60 | 6/20/26 | | | | | 3/29/18 | 3/29/18(5) | 1,792,000 | — | 0.97 | 3/28/28 | | | | | 3/29/18 | 3/11/18(6) | 846,000 | — | 0.97 | 3/28/28 | | | | | 2/16/21 | 4/1/22(7) | 687,500 | 3,062,500 | 8.26 | 2/15/31 | | | | Anna Bryson(16) | 5/15/19 | 5/15/19(8) | 3,536 | 416 | 1.50 | 5/14/29 | | | | | 6/10/20 | 5/1/20(8) | 53,328 | 46,662 | 1.54 | 6/9/30 | | | | | 6/10/20 | 5/1/20(9) | 13,332 | 11,668 | 1.54 | 6/9/30 | | | | | 9/29/20 | 8/21/21(8) | 11,334 | 19,334 | 2.21 | 9/28/30 | | | | | 12/22/20 | 8/21/22(10) | 11,666 | 68,334 | 4.12 | 12/21/30 | | | | | 2/5/21 | 2/1/21(7) | 256,600 | 410,668 | 8.26 | 2/4/31 | | | | Paul Jorgensen | 8/29/17 | 2/13/19(11) | 31,245 | — | 0.82 | 8/28/27 | | | | | 8/29/17 | 3/27/20(12) | 35,411 | 24,996 | 0.82 | 8/28/27 | | | | | 2/13/19 | 3/27/20(13) | 32,584 | 23,000 | 1.09 | 2/12/29 | | | | | 8/28/19 | 8/28/19(8) | 7,790 | 2,290 | 1.50 | 8/27/29 | | | | | 9/2/20 | 7/1/20(8) | 73,334 | 73,334 | 2.21 | 9/1/30 | | | | | 5/7/21 | 5/1/21(8) | 14,666 | 23,834 | 12.56 | 5/6/31 | | | | | 2/15/22 | 2/15/22(14) | — | — | — | — | 46,945 | 1,520,079 | | | 2/15/22 | 2/15/22(15) | — | — | — | — | 62,593 | 2,026,761 | | Nate Gross | 6/10/20 | 5/1/20(8) | 90,006 | 46,662 | 1.54 | 6/9/30 | | | | | 2/16/21 | 12/1/24(8) | — | 70,000 | 8.26 | 2/15/31 | | | | | 2/16/21 | 2/1/21(8) | 135,758 | 137,042 | 8.26 | 2/15/31 | | | | | 8/15/22 | 8/15/22(14) | — | — | — | — | 31,940 | 1,034,217 | | Jennifer Chaloemtiarana(16) | 9/2/20 | 8/24/20(9) | 108,541 | 83,584 | 2.21 | 9/1/30 | | | | | 2/16/21 | 3/4/21(8) | 834 | 20,000 | 8.26 | 2/15/31 | | | | | 2/16/21 | 9/1/24(8) | — | 70,000 | 8.26 | 2/15/31 | | | | | 8/15/22 | 8/15/22(14) | — | — | — | — | 25,552 | 827,374 |

  31. Outstanding Equity Awards at 2023 Year-End

    _____________ (1)Unless otherwise described herein, each option grant is subject to the terms of our 2010 Plan and each RSU is subject to the terms of our 2021 Plan. (2)The market value of the outstanding RSUs was calculated by multiplying the number of shares shown in the Table by $32.38, which was the closing market price of Doximity's Class A common stock on March 31, 2023, the last trading day of our fiscal year. (3)The shares subject to the stock option vested subject to a time-based and performance-based vesting schedule. The shares subject to the stock option vested 1/12th monthly starting May 7, 2021, the date that the Board determined Mr. Tangney met certain goals related to revenue, corporate governance and IPO readiness, and member engagement; vesting was subject to Mr. Tangney’s continuous service relationship with the company through each applicable vesting date. (4)This option became fully vested on March 27, 2021. (5)This grant was made outside of the 2010 Plan as a retention grant to incentivize Mr. Tangney to lead us through achieving certain company goals and vested in full on May 31, 2022, when the following vesting condition was met: Prior to September 30, 2022, either (i) the company completed a qualified initial public offering and the average daily closing price of the company’s common stock during the three-month period commencing on the first date of the fourth calendar month following the expiration of the post-IPO lock-up period exceeded $9.66 per share; or (ii) the company completed a liquidation event where the value of the company’s common stock in such transaction equaled or exceeded $9.66 per share. The stock price target of $9.66 per share was based on an increase of ten times the price of the company’s common stock at the time the option was granted in 2018. (6)This option became fully vested on March 11, 2022. (7)1/60th of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (8)1/48th of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (9)1/4th of the shares subject to the stock option vest on the first anniversary of the vesting commencement date and the remaining shares vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (10)1/48th of the shares subject to the stock option vest on a monthly basis following the fifth anniversary of Ms. Bryson’s hire date, August 21, 2022, subject to her continuous service relationship with the company through each applicable vesting date. (11)The shares subject to this option vested subject to a time-based and performance-based vesting schedule. The shares subject to the stock option vested in 48 equal monthly installments following February 13, 2019, the date that the Board determined certain performance goals in 2018 were achieved, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (12)The shares subject to this option vest subject to a time-based and performance-based vesting schedule. The stock option vests in 48 equal monthly installments following March 27, 2020, the date that the Board determined certain performance goals in 2019 were achieved, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (13)The shares subject to this option vest subject to a time-based and performance-based vesting schedule. The stock option vests in 48 equal monthly installments following March 27, 2020, the date that the Board determined certain performance goals in 2020 were achieved, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (14)1/16th of the shares subject to this RSU vest on a quarterly basis following the vesting commencement date, subject to the named executive officer’s continuous service relationship with the company through each applicable vesting date. (15)The shares subject to this RSU vest in full on December 31, 2024, subject to the named executive officer’s continuous service relationship with the company through the applicable vesting date. (16)All unvested awards for the NEO are subject to vesting acceleration under certain circumstances pursuant to the terms of the RSU or option agreement, as described in the section titled “Potential Payments upon Termination or Change in Control” below.

  32. 2023 Options Exercised and Stock Vested Table

    2023 Options Exercised and Stock Vested Table The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by our named executive officers during fiscal year 2023.

  33. 2023 Options Exercised and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jeff Tangney | — | — | — | — | | Anna Bryson | 25,000 | 785,000 | — | — | | Paul Jorgensen | — | — | 15,648 | 539,895 | | Nate Gross | — | — | 4,563 | 157,950 | | Jennifer Chaloemtiarana | 53,175 | 1,653,862 | 3,650 | 126,345 |

  34. 2023 Options Exercised and Stock Vested Table

    (1)The value realized on exercise is computed by multiplying the difference between the exercise price and the closing stock price of our Class A common stock on the date of exercise by the number of shares subject to the stock option that were exercised. (2)The value realized on vesting is computed by multiplying the number of shares subject to the RSU that vested by the closing stock price of our Class A common stock on the vest date.

  35. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following describes and quantifies the estimated amounts payable under existing plans and contractual arrangements we have entered into with our named executive officers, assuming a qualifying termination of employment occurred on March 31, 2023, based on the closing market price of our Class A common stock of $32.38 on such date. Anna Bryson: Pursuant to Ms. Bryson’s amended offer letter, in the event of a termination of her employment by us without Cause or by Ms. Bryson as a result of a Constructive Termination within twelve months following the consummation of a Change in Control (as such capitalized terms are defined in the amended offer letter), Ms. Bryson will be eligible to receive acceleration of 100% of any of her then-outstanding and unvested equity awards, such that all equity awards will become vested and exercisable as of her separation date. Had such a qualifying termination of employment occurred on March 31, 2023, the value of the accelerated vesting of Ms. Bryson’s outstanding equity awards would have been $14,231,481. Jennifer Chaloemtiarana: Pursuant to Ms. Chaloemtiarana’s offer letter, in the event of her termination of employment by us without Cause (as defined in the offer letter), Ms. Chaloemtiarana will receive a cash payment in an amount equal to six (6) months of her then-current base salary and a pro-rated portion of her annual incentive compensation (both paid in equal installments over six (6) months) and acceleration of the then-outstanding unvested equity that would have vested during the six (6) months following such termination of employment, so that any such equity awards will vest and become exercisable as of the date of her termination as if she had provided services to the company for an additional six (6) months. Had such a qualifying termination of employment for Ms. Chaloemtiarana occurred on March 31, 2023, the value of the cash salary severance would have been $150,000, the value of the cash annual incentive compensation would have been $100,000, and the value of the accelerated vesting of her outstanding equity awards would have been $1,128,834, for a total value of $1,378,834. In addition, in the event of a termination of Ms. Chaloemtiarana’s employment within twelve months following the consummation of a Change in Control (whether such termination is by us without Cause or by Ms. Chaloemtiarana as a result of Constructive Termination (as each such capitalized term is defined in the offer letter)), Ms. Chaloemtiarana will be eligible to receive a cash payment in an amount equal to six (6) months of her then-current base salary and a pro-rated portion of her annual incentive compensation (both paid in equal installments over six (6) months) and acceleration of 100% of any of her then-outstanding and unvested equity awards, such that all equity awards will become vested and exercisable as of her separation date. Had such a qualifying termination of employment for Ms. Chaloemtiarana occurred on March 31, 2023, the value of the cash salary severance would have been $150,000, the value of the cash annual incentive compensation would have been $100,000, and the value of the accelerated vesting of her outstanding equity awards would have been $5,519,903, for a total value of $5,769,903. In addition, the Company’s equity plans provide for certain contingent benefits upon a change in control as described below: The 2010 Equity Incentive Plan (the “2010 Plan”) provides that in the event of a merger or a “Change in Control,” as defined in the 2010 Plan, each outstanding award is treated as our board determines without participant consent. Outstanding awards may be (i) assumed or substituted by an acquiring company; (ii) upon written notice to participants, terminate upon or immediately prior to the Change in Control or merger; (iii) vest and become exercisable, or restrictions will lapse, in whole or in part prior to the Change in Control or merger; (iv) terminate for an amount of cash or property equal to what the participant would have received on exercise or realization of the award, if any; or (v) any combination of the foregoing. However, in the event that the acquiring company does not assume or substitute awards, (x) all vesting on options and stock appreciation rights shall fully accelerate and become exercisable, (y) all restrictions on restricted stock and restricted stock units will lapse, and (z) any performance-based vesting and performance goals or other vesting criteria will be deemed achieved at one-hundred percent of goal. The 2021 Stock Option and Incentive Plan (the “2021 Plan”), provides that upon the effectiveness of a “sale event,” as defined in our 2021 Plan, an acquirer or successor entity may assume, continue or substitute for the outstanding awards under our 2021 Plan. To the extent that awards granted under our 2021 Plan are not assumed or continued or substituted by the successor entity, all unvested awards granted under our 2021 Plan shall terminate. In such case, except as may be otherwise provided in the relevant award agreement, all options and stock appreciation rights with time-based vesting, conditions or restrictions that are not vested and exercisable immediately prior to the sale event will become fully vested and exercisable as of the sale event, all other awards with time-based vesting, conditions, or restrictions will become fully vested and nonforfeitable as of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with the sale event at the plan administrator’s discretion or to the extent specified in the relevant award agreement.

  36. CEO PAY RATIO

    CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. The annual total compensation for 2023 for our CEO, Mr. Tangney was $243,726 as reported under the heading “Summary Compensation Table.” Our median employee's annual total compensation for 2023 was $175,129, calculated using the same methodology as that for our CEO which includes both cash and equity based compensation. As a result, we estimate that Mr. Tangney's 2023 total compensation was approximately 1.39 times that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee using our employee population on March 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We did not include any contractors or other non-employee workers in our employee population. To identify the median employee, we used a consistently applied compensation measure consisting of annual base pay, actual commissions, actual bonuses, and the grant date fair value of equity awards granted to our employees during the fiscal year ended March 31, 2023. Compensation for new hire employees that commenced employment in fiscal year 2023 was annualized to reflect a full year. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

  37. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables set forth information concerning the compensation of our named executive officers and our financial performance for the fiscal years ended March 31, 2023, and 2022.

  38. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Chief Executive Officer, who is our principal executive officer (“PEO”) and the other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Fiscal 2023 Executive Compensation Program—Compensation Discussion and Analysis.”

  39. Pay Versus Performance Table

    Pay Versus Performance Table The following table summarizes compensation values reported in the Summary Compensation Table (“SCT”) for our PEO and the average for our other NEOs, as compared to Compensation Actually Paid (“CAP”) and the Company’s financial performance for the fiscal years ended March 31, 2023 and 2022:

  40. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Shareholder Return(5) ($) | Peer Group Shareholder Return ($)(6) | Net Income (Millions) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | 243,726 | (101,686,366) | 1,074,218 | (7,298,566) | 61.09 | 105.07 | 112.8 | | 2022 | 243,388 | 217,519,085 | 3,225,392 | 23,272,821 | 98.28 | 110.08 | 154.8 |

  41. Pay Versus Performance Table

    _____________ (1)The following individuals were our Non-PEO NEOs in the respective years: 2023: Anna Bryson, Paul Jorgensen, Nate Gross, Jennifer Chaloemtiarana 2022: Anna Bryson, Paul Jorgensen, Joseph Kleine (2)The dollar amounts reported in column (c) and (e) represent the CAP to our PEO and the average CAP to our other NEOs as a group, respectively, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs as a group during the applicable year. (3)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP.

  42. Pay Versus Performance Table

    | | 2023 | | 2022 | | | | Jeff Tangney | Average Non-PEO NEOs | Jeff Tangney | Average Non-PEO NEOs | | Total Compensation from SCT | 243,726 | 1,074,218 | 243,388 | 3,225,392 | | Adjustments for equity awards: | | | | | | Grant date values in the SCT | — | (607,114) | — | (2,527,583) | | Year-end fair value of unvested awards granted in the current year | — | 465,398 | — | 2,642,209 | | Fair values at vest date for awards granted and vested in current year | — | 71,074 | — | 151,970 | | Change in fair values from prior year-end to current year-end of unvested awards granted in prior years | (59,377,394) | (6,059,523) | 193,320,370 | 12,370,846 | | Change in fair values from prior year-end to vest date of awards granted in prior years that that vested in the year | (42,552,698) | (2,242,619) | 23,955,327 | 7,409,987 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | — | — | — | — | | Total Adjustments for Equity Awards | (101,930,092) | (8,372,784) | 217,275,697 | 20,047,429 | | Compensation Actually Paid | (101,686,366) | (7,298,566) | 217,519,085 | 23,272,821 |

  43. Pay Versus Performance Table

    (4)The Company and the Peer Group total shareholder return is determined based on the value of an initial fixed investment of $100 on June 24, 2021 (the date that our Class A common stock commenced trading on the NYSE) through the end of the listed year, and assumes that all dividends were reinvested. (5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR of the S&P 500 Information Technology Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated

  44. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures Relationship between CAP, Cumulative Total Shareholder Return (“TSR”) of the Company and Cumulative TSR of the Peer Group The graph below illustrates the relationship between CAP for our PEO, the average of CAP for our Non-PEO NEOs, the Company's cumulative TSR, and the cumulative TSR of the S&P 500 Information Technology Index for the fiscal years ended March 31, 2023 and 2022. Relationship Between CAP and Net Income The graph below illustrates the relationship between the CAP for our PEO, the average of CAP for our Non-PEO NEOs, and the Company's net income for the fiscal years ended March 31, 2023 and 2022.