DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule

14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

nCino, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 20, 2024

TO OUR STOCKHOLDERS:

Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of nCino, Inc., a Delaware corporation (the “Company”), will be held via live audio webcast on June 20, 2024, at 10:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/NCNO2024, to consider the following matters, as more fully described in the proxy statement accompanying this notice:

the election of three Class I directors named in the proxy statement;

the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;

the advisory vote to approve the compensation paid to our named executive officers;

the approval of an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes;

vote on the stockholder proposal regarding declassification of the board; and

the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting via the live webcast, please authorize proxies to cast your votes today by following the easy instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of proxy materials, on the proxy card enclosed with the proxy materials.

YOUR VOTE IS IMPORTANT

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend in person.

You can find detailed information regarding voting in the section entitled “General Information” in the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2024

The notice of the Annual Meeting, proxy statement and the Company’s Annual Report on

Form 10-K for the fiscal year ended January 31, 2024, are available at www.proxyvote.com.

By order of the board of directors

Sincerely,

LOGO

Pierre Naudé

Chairman and Chief Executive Officer

Wilmington, North Carolina—May 10, 2024

TABLE OF CONTENTS


GENERAL INFORMATION			1

PROPOSAL ONE – ELECTION OF CLASS I DIRECTORS			8

General			8

Directors			8

Board Nominees—Class I Directors			9

Recommendation of Our Board of Directors			9

Continuing Directors—Class II Directors			9

Continuing Directors—Class III Directors			10

CORPORATE GOVERNANCE			12

Classified Board of Directors			12

Director Independence			12

Board Leadership Structure			12

Board Diversity Matrix			13

Board Committees			13

Audit Committee			14

Compensation Committee			15

Nominating and Corporate Governance Committee			15

Majority Voting			16

Code of Business Conduct and Ethics			16

Compensation Committee Interlocks and Insider Participation			17

Corporate Governance Guidelines			17

Role of the Board and its Committees in Risk Oversight			17

Evaluations of the Board of Directors			18

Meetings of the Board of Directors			18

Prohibition on Hedging and Pledging of Company Securities			18

Stock Ownership Guidelines			18

Stockholder Communications			18

Corporate Responsibility			19

Executive Officers			20

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			21

ZestFinance, Inc. Investment			21

Investors’ Rights Agreement			21

Employment Arrangements			21

Policies and Procedures for Related Person Transactions			21



DIRECTOR COMPENSATION			22

Fiscal 2024 Director Compensation Table			22

EXECUTIVE COMPENSATION			24

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)			24

Named Executive Officers			24

Overview			25

What We Pay and Why			27

How We Make Executive Compensation Decisions			30

Compensation Committee Report			33

FISCAL 2024 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES			34

EQUITY COMPENSATION PLAN INFORMATION			45

PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP			46

Principal Accountant Fees and Services			46

Determination of Independence			46

Pre-Approval Policy			47

Recommendation of Our Board of Directors and Audit Committee			47

REPORT OF THE AUDIT COMMITTEE			48

PROPOSAL THREE – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			49

General			49

Recommendation of Our Board of Directors			49

PROPOSAL FOUR – AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW AND TO MAKE CERTAIN CONFORMING NAME CHANGES			50

General			50

Recommendation of Our Board of Directors			50

PROPOSAL FIVE – BOARD DECLASSIFICATION			51

General			51

Stockholder Proposal			51

Company Response			52

Recommendation of Our Board of Directors			54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			55

WHERE YOU CAN FIND MORE INFORMATION			58

FORM 10-K			58

OTHER MATTERS			59

LOGO

nCino, Inc.

6770 Parker Farm Drive

Wilmington, North Carolina 28405

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 20, 2024

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders of nCino, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors for use at our 2024 annual meeting of stockholders to be held on June 20, 2024 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held via live webcast accessible at www.virtualshareholdermeeting.com/NCNO2024 at 10:00 a.m. Eastern Time.

Please note that information contained on our website does not constitute a part of, and is not incorporated by reference into, this proxy statement.

THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR YOUR CONVENIENCE AND INCLUDES ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

QUESTIONS AND ANSWERS

Why am I receiving these materials?

We are distributing our proxy materials because our board of directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

Why did I receive an Internet Notice instead of a full set of printed proxy materials?

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2024 available to our stockholders electronically via the Internet at www.proxyvote.com. On or about May 10, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

What proposals will be voted on at the Annual Meeting?

Stockholders will vote on five proposals at the Annual Meeting:

•

the election of three Class I directors named in this proxy statement;

•

the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;

•

the advisory vote to approve the compensation paid to our named executive officers;

•

the approval of an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes; and

•

a stockholder proposal on board declassification.

We will also consider other business, if any, that properly comes before the Annual Meeting.

What happens if other business not discussed in this proxy statement comes before the meeting?

The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Delaware law, the Company representatives will use their discretion in casting all of the votes that they are entitled to cast.

How does the board of directors recommend that stockholders vote on the proposals?

Our board of directors recommends that stockholders vote “FOR” the election of each Class I director nominee, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025, “FOR” the advisory vote to approve the compensation of our named executive officers, “FOR” the approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes, and “AGAINST” the stockholder proposal on board declassification.

Who is entitled to vote?

The record date for the Annual Meeting is the close of business on April 22, 2024. As of the record date, 114,335,579 shares of common stock, par value $0.0005 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.

How Will the Virtual Annual Meeting be Conducted and How Can I Attend?

In order to continue providing expanded access, improved communication and cost savings for our stockholders and our Company, we will hold the Annual Meeting as a completely “virtual” meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NCNO2024. Such questions must be confined to matters properly before the Annual Meeting and of general Company concern. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Company will post the rules of conduct for the Annual Meeting to its investor relations website prior to the meeting. A recording of the Annual Meeting will be available at www.virtualshareholdermeeting.com/NCNO2024 following the Annual Meeting for one year.

Stockholders will have the opportunity to submit questions through the virtual meeting website during the Annual Meeting. To submit questions, you must be properly logged into the meeting website with your 16-digit control number included in your proxy materials. We will endeavor to answer as many questions submitted by stockholders as time permits at the Annual Meeting. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online access will open at 9:45 a.m., Eastern Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual stockholder meeting login page www.virtualshareholdermeeting.com/NCNO2024.

How can I vote my shares without attending the Annual Meeting?

If you are a holder of record of shares of common stock of the Company, you may direct your vote without attending the Annual Meeting by following the instructions on the Internet Notice or proxy card to vote by Internet or by telephone, or by signing, dating and mailing a proxy card.

If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the Annual Meeting by signing, dating and mailing your voting instruction card. Internet or telephonic voting may also be available. Please see your voting instruction card provided by your broker, bank or other nominee for further details.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

•

delivering a written notice of revocation of your proxy to the attention of the Corporate Secretary at the following address: 6770 Parker Farm Drive, Wilmington, North Carolina 28405;

•

delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or

•

attending the virtual Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or as otherwise instructed by such bank, broker or nominee.

What is a broker non-vote?

Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 (Proposal Two). The election of the Class I directors (Proposal One), the advisory vote to approve the compensation of our named executive officers

(Proposal Three), the vote to approve an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to certain conforming name changes (Proposal Four), and the stockholder proposal regarding board declassification (Proposal Five), are non-routine matters.

A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercises his/her/its discretionary voting authority on Proposal Two, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal One, Proposal Three, Proposal Four, Proposal Five, or any other non-routine matters that are properly presented at the Annual Meeting. Broker non-votes will have no impact on the voting results.

What constitutes a quorum?

The presence at the Annual Meeting, either in person or by proxy, of holders of a majority of the aggregate number of shares of our issued and outstanding common stock entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.

What vote is required to approve each matter to be considered at the Annual Meeting?

Proposal One: Election of the Three Class I Directors Named in this Proxy Statement.

We have implemented a majority of votes cast standard for uncontested director elections in our Amended and Restated Bylaws. To be elected, each director must receive a majority of the votes cast with respect to that director’s election. “Majority of the votes cast” means that the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director.

An abstention or a broker non-vote on Proposal One will not have any effect on the election of the director.

Proposal Two: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2025.

The affirmative vote of the majority of our shares of common stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting is required for the approval of Proposal Two.

An abstention on Proposal Two will have the same effect as a vote against Proposal Two. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal Two.

Proposal Three: Advisory Vote to Approve the Compensation of our Named Executive Officers.

An abstention on Proposal Three will have the same effect as a vote against Proposal Three. A broker non-vote on Proposal Three will not have any effect on the voting results.

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the board of directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Proposal Four: Amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes.

An abstention on Proposal Four will have the same effect as a vote against Proposal Four. A broker non-vote on Proposal Four will not have any effect on the voting results.

Proposal Five: A Stockholder Proposal Regarding Board Declassification.

The affirmative vote of the majority of our shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of Proposal Five.

An abstention on Proposal Five will have the same effect as a vote against Proposal Five. A broker non-vote on Proposal Five will not have any effect on the voting results.

What is the deadline for submitting a proxy?

To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Time on the day before the Annual Meeting, and proxies submitted by mail should be received by the close of business on the day prior to the date of the Annual Meeting.

What does it mean if I receive more than one Internet Notice or proxy card?

If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted:

•

“FOR” the election of the three Class I nominees for director named in this proxy statement;

•

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;

•

“FOR” the advisory vote to approve the compensation paid to our named executive officers; and

•

“FOR” the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes.

•

“AGAINST” the stockholder proposal regarding the declassification of the board.

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:

•

will be counted as present for purposes of establishing a quorum;

•

will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 (Proposal Two); and

•

will not be counted in connection with the election of the Class I directors named in this proxy statement (Proposal One), the advisory vote to approve the compensation of our named executive officers (Proposal Three), the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming name changes (Proposal Four), the stockholder proposal regarding the declassification of the board (Proposal Five), or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on voting results.

Our board of directors knows of no matter to be presented at the Annual Meeting other than Proposals One through Five. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Who is making this solicitation and who will pay the expenses?

This proxy solicitation is being made on behalf of our board of directors. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this proxy statement, will be borne by the Company.

Will a stockholder list be available for inspection?

A list of stockholders entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting, at nCino, Inc., 6770 Parker Farm Drive, Wilmington, North Carolina 28405, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or writing to 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge Financial Solutions, Inc. at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

When are stockholder proposals or director nominations due for next year’s annual meeting of the stockholders?

Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the rules established by the SEC.

Under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2025 annual meeting of stockholders, we must receive the proposal at our executive offices at 6770 Parker Farm Drive, Wilmington, North Carolina 28405, no later than January 10, 2025.

Pursuant to our Amended and Restated Bylaws, stockholder nominations or other business to be presented at our 2025 annual meeting of stockholders must be received no earlier than February 20, 2025 and not later than March 22, 2025 and must otherwise comply with the requirements set forth in our Amended and Restated Bylaws. Any proposal or nomination should be addressed to the attention of our Corporate Secretary, and we suggest that it be sent by certified mail, return receipt requested or through another mailing service that provides tracking information and proof of receipt.

In addition to satisfying the requirements of our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the nCino’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2025.

Whom can I contact for further information?

If you would like additional copies, without charge, of this proxy statement or if you have questions about the Annual Meeting, the proposals, or the procedures for voting your shares, you should contact our Corporate Secretary at 6770 Parker Farm Drive, Wilmington, North Carolina 28405 or by telephone at (888) 676-2466.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL ONE

ELECTION OF CLASS I DIRECTORS NAMED IN THIS

PROXY STATEMENT

General

At the Annual Meeting, our stockholders will elect three Class I directors for a three-year term to expire at the annual meeting of stockholders to be held in 2027. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our board of directors nominated Pam Kilday, Pierre Naudé, and William Ruh for election to our board of directors as Class I directors at the Annual Meeting. Messrs. Kilday, Naudé, and Ruh each currently serve on our board of directors and each have consented to be named in this proxy statement and have agreed to serve, if elected by our stockholders, for a three year term expiring at our 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Our Corporate Governance Guidelines provide that any incumbent director who is not re-elected in an election in which majority voting applies must tender his or her resignation to the board of directors promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to the board of directors as to whether to accept or reject the resignation or whether other action should be taken. The board will act on the recommendation and publicly disclose its decision within 90 days following certification of the election results. Additional details about this process are specified in our Corporate Governance Guidelines, which are available on our Investor Relations website at https://investor.ncino.com under the “Governance” tab.

Directors

The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors as of the record date:


Name	Age	Director Since	Board Committees
Class I Directors—Nominees for Election at the Annual Meeting
Pam Kilday	66	December 2019	Compensation Committee
Pierre Naudé	65	December 2011	None
William Ruh	63	May 2013	Compensation Committee (Chair), Audit Committee

Class II Directors—Term Expiring at the 2025 Annual Meeting
Spencer Lake	64	April 2017	Nominating & Corporate Governance Committee (Chair), Compensation Committee
Steven Collins	59	December 2019	Audit Committee (Chair), Nominating & Corporate Governance Committee

Class III Directors—Term Expiring at the 2026 Annual Meeting
Jon Doyle	59	December 2019	Nominating & Corporate Governance Committee
Jeffrey Horing	60	February 2015	None
William Spruill	56	November 2022	Audit Committee

Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our board of directors at this time.

Board Nominees—Class I Directors

Pam Kilday has served on our board of directors since December 2019, and as our Lead Independent Director since May 10, 2022. From May 2015 to April 2018, Ms. Kilday served, and subsequently retired, as Executive Vice President and Head of Operations of Truist Financial (formerly known as SunTrust Bank). Prior to that, Ms. Kilday held multiple executive roles in operations and technology at SunTrust. Over a 30-year financial services career, she has held a variety of leadership positions for Continental Bank of Illinois, Bank of America, Wachovia and SunTrust. Ms. Kilday holds a B.S. in Education from Tennessee Technological University and an M.S. from University of Illinois at Chicago.

We believe Ms. Kilday is qualified to serve on our board of directors based on her experience in the financial services industry.

Pierre Naudé is a founder of nCino. Mr. Naudé has served as our Chief Executive Officer and as a member of our board of directors since nCino began operations. Since May 10, 2022, Mr. Naudé has also served as the Chairman of our board of directors. From October 2005 to its acquisition in February 2012, Mr. Naudé served as the Divisional President of S1 Corporation. Mr. Naudé served as Vice President and Managing Partner of Unisys, a global information technology company, from January 2004 to October 2005 and as Managing Partner from January 2000 to December 2003. Mr. Naudé holds a B.S. in Finance and Management from Upper Iowa University.

As our Chairman and Chief Executive Officer and one of the founders of the Company, we believe Mr. Naudé is qualified to serve on our board of directors due to his experience in all aspects of our business and his ability to provide an insider’s perspective in board discussions about the business and strategic direction of the Company. We believe that his experience gives him unique insights into our opportunities, challenges and operations.

William Ruh has served on our board of directors since May 2013. Mr. Ruh is currently President at Cairn Capital Management, a merchant banking firm, a position he has held since October 2016. Mr. Ruh also currently serves as President of Ruh Advisory, a financial services consulting firm, a position he has held since January 2005. Mr. Ruh previously served as Managing Principal of CCM Capital Opportunities Fund, a financial technology company focused on private equity, from November 2013 to December 2015. Prior to that, Mr. Ruh served as Managing Principal of Castle Creek Capital from January 1994 to November 2013, a private equity firm, which he co-founded. Mr. Ruh also serves on the boards of several private companies and on the board of America One Racing, a non-profit creating USA’s future sailing champions. Mr. Ruh holds a B.S. in Marine Transportation from the State University of New York Maritime College and an MBA from the Duke University Fuqua School of Business.

We believe Mr. Ruh is qualified to serve on our board of directors based on his expertise in the financial services and technology industries.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE THREE CLASS I BOARD NOMINEES NAMED ABOVE.

Continuing Directors—Class II Directors

Steven Collins has served on our board of directors since December 2019. Mr. Collins serves on the board of Paycor HCM, a provider of human capital management software, a position he has held since January 2019.

Mr. Collins also serves on the board of Sprout Social, a social media management software solutions company, a position he has held since July 2019. From July 2011 to February 2014, Mr. Collins served as Executive Vice President and Chief Financial Officer of ExactTarget, a provider of digital marketing automation and analytics software and services, which was acquired by Salesforce in 2013. Mr. Collins served as Vice President Finance, Senior Vice President Finance and Accounting, and Senior Vice President and Chief Financial Officer of Navteq, a geographic information systems provider, which was acquired by Nokia in 2008, from July 2003 to June 2011. Mr. Collins holds a B.S. in Industrial Engineering from Iowa State University and an MBA from the University of Pennsylvania Wharton School of Business.

We believe Mr. Collins is qualified to serve on our board of directors based on his financial expertise and his experience in the technology industry, including his time spent serving on boards of directors of various technology companies.

Spencer Lake has served on our board of directors since April 2017. Mr. Lake is a co-founding partner of 13books Capital (f/k/a Element Ventures), a UK based financial technology venture capital firm, since November 2019. Mr. Lake serves on the board of the National Debt Management Center in Saudi Arabia, a position he has held since August 2020. Mr. Lake also serves on the board of Duco, a data quality platform company, since September 2018. Mr. Lake also currently serves as a Senior Advisor to the International Capital Market Association, a financial services membership organization, a position he has held since May 2017 when he stepped down as Chairman. Mr. Lake previously held various positions at HSBC, a banking and financial services company. At HSBC, he was a Group General Manager from 2010 until he retired in 2016 and had specific roles as Vice Chairman, Global Banking and Markets from March 2016 to September 2016, Global Head, Capital Financing from August 2013 to March 2016, Global Co-head, Global Markets from January 2011 to August 2013 and Global Head, Debt Capital Markets and Acquisition Finance from October 2006 to January 2011. Mr. Lake holds a B.B.A. in Finance and Marketing from Suffolk University, as well as an MBA in International Finance from NYU Stern School of Business.

We believe Mr. Lake is qualified to serve on our board of directors based on his expertise in the financial services and technology industries.

Continuing Directors—Class III Directors

Jon Doyle has served on our board of directors since December 2019. Mr. Doyle is currently a member of the board of directors, and is Vice Chairman, Senior Managing Principal and Head of the Financial Services Group at Piper Sandler, an investment banking company, following the merger of Piper Jaffray with Sandler O’Neill + Partners in January 2020. From January 2002 to January 2020, Mr. Doyle served as the Senior Managing Principal of Sandler O’Neill + Partners. Previously, Mr. Doyle held various positions in hardware sales and commercial banking. Mr. Doyle holds a B.S. in Finance from the College of William & Mary.

We believe Mr. Doyle is qualified to serve on our board of directors based on his corporate finance expertise and experience in the financial services industry.

Jeffrey Horing has served on our board of directors since February 2015. Mr. Horing is a Managing Director of Insight Partners, a private equity and venture capital firm, which he co-founded in 1995. Prior to founding Insight Partners, Mr. Horing held various positions at Warburg Pincus and Goldman Sachs. Mr. Horing serves on the board of WalkMe, a SaaS software implementation platform, a position he has held since December 2015, and Monday.com, a project management software company, a position he has held since March 2017. Mr. Horing also serves on the boards of a number of private companies. Mr. Horing is also a member of the University of Pennsylvania’s School of Engineering board of overseers. Mr. Horing holds a B.S. and B.A. from University of Pennsylvania’s Moore School of Engineering and the Wharton School, respectively. He also holds an MBA from the M.I.T. Sloan School of Management. Mr. Horing originally joined our board in 2015 as the designee of Insight Partners pursuant to the Investor Rights Agreement we entered into in connection with Insight Partners’ initial investment in the Company.

We believe Mr. Horing is qualified to serve on our board of directors because of his corporate finance and business expertise gained from his experience in the venture capital industry, including his time spent serving on boards of directors of various technology companies.

William Spruill has served on our board of directors since November 2022. Mr. Spruill is the co-founder and former president of Global Data Consortium (GDC), the most widely channel-distributed global identity verification platform. Mr. Spruill served as president from inception in 2010 until 2022. During his tenure, he oversaw the formation of more than 50 enterprise channel relationships and established a cohort of more than 120 data suppliers creating a unique consortium business model that drove roughly $70M in revenues over the life of the business during Mr. Spruill’s tenure. Mr. Spruill led the recent acquisition of GDC to the London Stock Exchange Group (LSEG) for $300 million making it one of the largest minority founder exits in the enterprise technology sector in U.S. history. Following the acquisition, Mr. Spruill served as Senior Business Advisor to LSEG from June 2022 to December 2022. Since August 2022, Mr. Spruill has served as president of 2ndF, a mission-driven organization that strives to drive inclusive growth of the entrepreneurial ecosystem in the Triangle region of North Carolina. Mr. Spruill is an active angel investor in the technology sector. Past investment exits include Union Metrics (sold to Trendkite/Cision); Magnus Health (private equity acquisition) and Loqate (acquired by GB Group UK). Mr. Spruill is also an active mentor to founder teams globally helping to navigate early growth stage challenges and exit strategies.

We believe that Mr. Spruill is qualified to serve on our board of directors based on his financial expertise and his experience in the technology sector.

CORPORATE GOVERNANCE

Classified Board of Directors

Our board of directors currently consists of eight members and is divided into three classes of directors that serve staggered three-year terms.

At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our board of directors to fill vacancies on our board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Director Independence

Under the rules of The Nasdaq Global Select Market (“Nasdaq”), independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and Nominating and Corporate Governance Committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Additionally, Compensation Committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that, with the exception of our Chairman of the Board and Chief Executive Officer, Pierre Naudé, each member of our board of directors is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director.

Board Leadership Structure

Our corporate governance guidelines provide that the roles of Chairman of the Board and Chief Executive Officer may be separated or combined. In the event that the roles are combined, our corporate governance guidelines provide for the naming of a Lead Independent Director.

Mr. Naudé has been our Chief Executive Officer since nCino began operations and was elected by the board of directors to serve as the Chairman as of May 10, 2022. Concurrently with roles of the Chief Executive Officer and Chairman of the Board being combined, the independent directors appointed Ms. Kilday to serve as Lead Independent Director. The Lead Independent Director serves as a liaison between the Chairman of the Board and the independent directors, leads executive sessions of the board of directors and performs other leadership functions.

Our board of directors believes that this leadership structure, coupled with a commitment to board independence, provides effective, independent oversight of management, while fostering a constructive and cooperative relationship between the board of directors and management.

Board Diversity Matrix

The table below provides information regarding certain diversity attributes of our director nominees and continuing directors as of May 10, 2024, with categories as set forth by Nasdaq Listing Rule 5605(f).



Board Diversity Matrix

Total Number of Directors: 8

	Female	Male

Gender Identity

Directors	1	7

Demographic Background

White	1	6

African American or Black		1

LGBTQ+	2

Board Committees

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates pursuant to a written charter. The composition and responsibilities of each of the committees of our board of directors are described below and copies of the charters are available on our website at https://investor.ncino.com under the “Governance” tab. The information in or accessible through our website is not incorporated into, and is not considered part of, this proxy statement. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

The following table provides membership and meeting information for the fiscal year ended January 31, 2024, for each of these committees of our board of directors:


Name	Audit			Compensation			Nominating and Corporate Governance
Pierre Naudé		—			—			—
Steven Collins^FE		X	*		—			X
Jon Doyle		—			—			X
Jeffrey Horing		—			—			—
Pam Kilday		—			X			—
Spencer Lake		—			X			X	*
William Ruh^FE		X			X	*		—
William Spruill^FE		X			—			—
Total meetings held in last fiscal year		4			5			3

*	Committee Chair

^FE	Audit Committee Financial Expert

Audit Committee

Our Audit Committee consists of Steven Collins, William Ruh, and William Spruill, with Steven Collins serving as the chairperson. Our board of directors has determined that each member of our Audit Committee is independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has also determined that each member of our Audit Committee is an “audit committee financial expert” as defined by the applicable SEC rules.

Specific responsibilities of our Audit Committee include:

•

overseeing our corporate accounting and financial reporting processes and our internal controls over financial reporting;

•

evaluating the independent public accounting firm’s qualifications, independence and performance;

•

engaging and providing for the compensation of the independent public accounting firm;

•

pre-approving audit and permitted non-audit and tax services to be provided to us by the independent public accounting firm;

•

reviewing our financial statements;

•

reviewing our critical accounting policies and estimates and internal controls over financial reporting;

•

establishing procedures for complaints received by us regarding accounting, internal accounting controls or auditing matters, including for the confidential anonymous submission of concerns by our employees, and periodically reviewing such procedures, as well as any significant complaints received, with management;

•

discussing with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements;

•

reviewing and approving any transaction between us and any related person in accordance with the Company’s related party transaction approval policy;

•

overseeing the Company’s cybersecurity and information security, including reviewing with management the Company’s cybersecurity and information security risk exposures, and the steps management has taken to monitor and control such exposures, as well as cyber incident preparedness and response; and

•

such other matters that are specifically designated to the Audit Committee by our board of directors from time to time.

Compensation Committee

Our Compensation Committee consists of Pam Kilday, Spencer Lake and William Ruh, with Mr. Ruh serving as chairperson. Our board of directors has determined that each member of our Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Specific responsibilities of our Compensation Committee include:

•

reviewing and recommending policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other senior officers;

•

evaluating the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives;

•

setting compensation of the Chief Executive Officer and other senior officers based on such evaluations;

•

administering the issuance of options and other awards under our equity-based incentive plans;

•

reviewing and approving, for the Chief Executive Officer and other senior officers, employment agreements, severance agreements, consulting agreements and change in control or termination agreements; and

•

such other matters that are specifically designated to the Compensation Committee by our board of directors from time to time.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Steven Collins, Jon Doyle and Spencer Lake, with Spencer Lake serving as chairperson. Our board of directors has determined that each member of our Nominating and Corporate Governance Committee is independent under the applicable Nasdaq listing standards.

Specific responsibilities of our Nominating and Corporate Governance Committee include:

•

identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

•

considering and making recommendations to our board of directors regarding changes to the size and composition of our board of directors;

•

considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors;

•

instituting plans or programs for the continuing education of our board of directors and orientation of new directors;

•

establishing procedures to exercise oversight of, and oversee the performance evaluation process of, our board of directors;

•

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

•

overseeing the Company’s environmental, sustainability and governance (“ESG”) risk, efforts, and progress; and

•

overseeing periodic evaluations of the board of directors’ performance, including committees of the board of directors.

Selection of Director Candidates

In evaluating the suitability of director candidates, the Nominating and Corporate Governance Committee and the board of directors may take into account many factors such as general understanding of various business disciplines (e.g., marketing, finance, etc.), the candidate’s business environment, educational and professional background, analytical ability, independence, diversity, willingness and ability to devote adequate time to board duties, including in light of such director’s service on other boards, and ability to act in and represent the balanced best interests of the Company and its stockholders as a whole, rather than special constituencies, and other commitments including service on other boards and board committees. The board of directors evaluates each individual in the context of the board of directors as a whole with the objective of retaining a group that is best equipped to help ensure the Company’s success and represent stockholder interests through sound judgment. The board will consider director candidates identified from a variety of sources, which may include third-party search firms.

We have no formal policy regarding board diversity, however the board of directors considers factors such as gender, ethnicity/race and other characteristics when evaluating how a candidate for director could contribute to the diversity of the board of directors.

The Company’s stockholders may recommend nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to: corporatesecretary@ncino.com. Such candidates will be evaluated under the same criteria applied to recommendations received from other sources. Stockholders may also directly nominate candidates under the advance notice procedures of our Amended and Restated Bylaws. See above under “When are stockholder proposals or director nominations due for next year’s annual meeting of the stockholders?”

Majority Voting

Our Amended and Restated Bylaws provide for a majority of votes cast standard for uncontested director elections. To be elected, each director must receive a majority of the votes cast with respect to that director’s election. “Majority of the votes cast” means that the number of shares voted “FOR” a director exceeds the number of shares voted “AGAINST” that director. Our Corporate Governance Guidelines provide that any incumbent director who is not re-elected in an election in which majority voting applies must tender his or her resignation to the board of directors promptly following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the tendered resignation and make a recommendation to the board of directors as to whether to accept or reject the resignation or whether other action should be taken. The board will act on the recommendation and publicly disclose its decision (by press release, SEC filing or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the board with respect to his or her resignation.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) applicable to our employees, officers and directors. A copy of our Code is available on our principal corporate website at www.ncino.com. Amendments to the Code or waivers of this Code may be made only by the Nominating and Corporate Governance Committee and must be promptly disclosed to stockholders as required by Nasdaq listing rules, SEC regulation or any other law or regulation. We intend to satisfy the disclosure requirements of Form 8-K regarding any applicable amendment to, or waiver from, a provision of our Code by posting such information to our website at www.investor.ncino.com.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of us or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. Our corporate governance guidelines can be found on our website at www.investor.ncino.com.

Role of the Board and its Committees in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities and is responsible for ensuring that an appropriate culture of risk management exists within the Company, monitoring and assessing strategic risk exposure, and focusing on how we address specific risks, such as cybersecurity and technology risks, brand and reputation risks, strategic and competitive risks, operational risks, financial risks, and legal and compliance risks. Our executive officers are responsible for the day-to-day management of the material risks we face. The board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Company’s Audit Committee is responsible for overseeing the management of risks associated with our financial statements, compliance with legal and regulatory requirements, the qualifications and independence of the Company’s external auditor, cybersecurity, and the performance of our internal auditing department and external auditor. Our Compensation Committee reviews our employee compensation practices and policies as they relate to risk management and risk-taking incentives to determine if such compensation policies and practices are reasonably likely to have a material, adverse effect on the Company. Our Nominating and Corporate Governance Committee oversees the management of risks associated with corporate governance, director independence, composition and organization of our board of directors, succession planning, ESG efforts, and related risks.

Cybersecurity

The Audit Committee reviews, at least annually, the Company’s cybersecurity and information security risk exposures, and the steps management has taken to monitor and control such exposures. The Audit Committee also oversees the Company’s cyber incident preparedness and responses. As part of its independent oversight of the risks facing the Company, the board of directors devotes time and attention to cybersecurity and information security risk as well as cyber incident preparedness and response. Typically, the board of directors as a whole meets with the key employees responsible for risk management, including cybersecurity, at least annually. The Company maintains an Information Security Committee led by the Company’s CISO that presents on a regular basis to the management team. Additionally, nCino conducts industry specific audits and certifications (e.g., ISO 27001, SOC, and alignment to best practice frameworks) and requires employees to complete routine cybersecurity awareness training. For more information, refer to “Item 1C, Cybersecurity” in our Annual Report on Form 10-K for the year ended January 31, 2024.

Evaluations of the Board of Directors

The board of directors evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our Nominating and Corporate Governance Committee. The board of directors discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the board of directors or any committee thereof or of the directors.

Meetings of the Board of Directors

Our board of directors held ten meetings during fiscal 2024. Each director attended at least 90% of the total number of meetings of the board and the committees on which he or she served and from which he or she was not recused. Each director is also encouraged and expected to attend the Company’s Annual Meeting. Pierre Naudé conducted the 2023 Annual Meeting, and Steven Collins, Pam Kilday, William Spruill, and William Ruh were in attendance at that meeting.

Prohibition on Hedging and Pledging of Company Securities

The Company has a policy that prohibits officers, directors and employees (including immediate family members living in the same household) from engaging in hedging transactions, such as the purchase or sale of puts or calls, or the use of any other derivative instruments. Officers, directors and employees of the Company are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Stock Ownership Guidelines

In August 2023, the Company adopted Stock Ownership Guidelines (the “Guidelines”) applicable to our executive officers and directors, designed to strengthen the alignment of interests between the Company’s management and stockholders and further promote the Company’s commitment to sound corporate governance. Under the Guidelines, the target share ownership levels are three times base salary for our CEO, one time base salary for our other executive officers, and three times the annual base cash retainer for the non-employee directors. Covered officers and directors are required to achieve the applicable level of ownership within five years of the later of August 8, 2023 and the date the person first became a covered executive officer or director. Under the Guidelines, the following shares will count toward achievement of the Guidelines: shares owned outright by the covered executive or director or any of such person’s immediate family members residing in the same household; shares held in trust for the benefit of the covered executive or director or such person’s family; shares held in the Company’s employee benefit plans; shares obtained through stock option exercise and the net in-the-money, after-tax value of vested but unexercised stock options; after-tax value of shares of nonvested time-based restricted stock; and after-tax value of nonvested time-based restricted stock units. Nonvested stock options, shares of nonvested performance-based restricted stock, and nonvested performance-based restricted stock units will not count towards achievement of the Guidelines.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our board of directors or any individual director may send written communications to our board of directors or such director c/o Corporate Secretary, nCino, Inc., 6770 Parker Farm Drive, Wilmington, NC 28405, or via email to corporatesecretary@ncino.com. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our board of directors, based on the subject matter.

Corporate Responsibility

At the heart of our mission is a strong commitment to our culture, communities, diversity, inclusivity, and environmental sustainability. One of our core values is “Do the Right Thing,” and we strive to uphold that value in all we do. We have made great progress in fiscal 2024 for ourselves and our customers.

In fiscal 2024, nCino published its first ESG Report. Our ESG Report details the strides that we have made as a company in environmental, social, and governance matters. The ESG Report also incorporates a roadmap of ESG measures that we intend to drive towards in the future. The full ESG Report can be accessed at https://www.ncino.com/news/ncinos-first-esg-report.

nCino continues to offer an ESG Solution for financial institutions. This fully cloud-based, omni-channel solution embeds ESG as a key component of the lending process and credit lifecycle, and helps our customers have more meaningful conversations around ESG improvements. With nCino’s ESG Solution, financial institutions can increase overall operational efficiencies for their customers by streamlining ESG management, embedding ESG data capture, providing a clear sustainability picture, and integrating wider sustainability management capabilities from external providers.

Culture is one of our key differentiators. In recognition of our continued focus on employee engagement, satisfaction, and culture, we have received numerous awards in fiscal 2024 such as the Gold Stevie Award for Financial Services Company of the Year. We were also awarded multiple awards from Comparably including: Best Company for Women 2023 (Large Companies), Best Company Culture 2023 (Large Companies), Best Company Compensation 2023 (Large Companies), Best Company Perks & Benefits 2023 (Large Companies), and Best Company Work-Life Balance 2023 (Large Companies).

At nCino, we understand that our human capital is the most valuable asset that we have. In 2020, we developed our first DEI Council to directly advise our CEO on strategic initiatives to help enhance corporate DEI activities.

Closely thereafter, in February 2021, we appointed our inaugural Diversity, Equity, Inclusion & Community (DEI&C) Program Manager to spearhead and oversee our DEI and community engagement activities. These initiatives are furthered by our Employee Resource Groups (ERGs), which provide employees with a platform to find and connect with other members of their communities. nCino currently has seven ERGs: The Diaspora (Black/African-American employees), nPride (LGBTQIA+ employees), Women nTech (women employees), Mi Gente (Latinx/Basque employees), AAPI Alliance (Asian-American/Pacific Islander employees), Veterans Network (military veterans), and nAble (disabled employees).

nCino prioritizes giving back to the community. Fiscal 2024 was nCino’s largest year of philanthropic giving to date. Combining corporate giving and matching along with employee giving, nCino donated to numerous non-profits globally. With respect to philanthropic giving, the nCino community has broadly given back to various community groups, including those associated with STEAM-focused Education, Social/Community Needs, Environmental Causes, and Health Research.

nCino strives to further demonstrate its core value of “Do the Right Thing” through sustainability focused environmental practices at our headquarters. As a software and technology provider, our business already maintains a modest environmental footprint. We are committed to continuing to build on our ESG progress as we deliver on our mission to transform the financial services industry.

Executive Officers

The following table sets forth information with respect to our executive officers:


Name	Age	Position(s)
Executive Officers:
Pierre Naudé	65	Chairman & Chief Executive Officer
Greg Orenstein	54	Chief Financial Officer & Treasurer
Sean Desmond	51	Chief Product Officer
April Rieger	44	Chief Legal & Compliance Officer and Secretary

Additional biographical descriptions of the executive officers are set forth in the text below. A description of the business experience of Pierre Naudé is provided above under the heading “Board Nominees—Class I Directors”.

Greg Orenstein has served as our Chief Financial Officer & Treasurer since January 2023. He previously served as our Chief Corporate Development & Strategy Officer from September 2021 to January 2023, Chief Corporate Development & Legal Officer and Secretary from December 2019 to September 2021 and Executive Vice President Corporate Development, Chief Legal Officer and Secretary from October 2015 to November 2019. Prior to joining nCino, Mr. Orenstein was Of Counsel at the global law firm of DLA Piper from May 2014 to September 2015, and provided consulting services to various organizations, including nCino, from March 2012 to April 2014. From March 2000 until it was acquired in February 2012, Mr. Orenstein held various positions at S1 Corporation, a publicly traded provider of financial services software, most recently serving as Senior Vice President, Corporate Development, Chief Legal Officer and Secretary from April 2007 until February 2012. Mr. Orenstein holds a B.A. from the University of Maryland and a J.D. from Emory University School of Law.

Sean Desmond was appointed Chief Product Officer of the Company on May 1, 2024. He previously served as our Chief Customer Success Officer from July 2013 until May 1, 2024. Prior to joining nCino, Mr. Desmond held various leadership positions from February 1999 to June 2013 at Informatica, an enterprise cloud data management provider, most recently serving as Vice President, Global Delivery from January 2012 to June 2013. Prior to Informatica, Mr. Desmond served as a Business Analyst at Platinum Technologies (acquired by Computer Associates), a database management software company, from August 1996 to January 1999. Mr. Desmond holds a B.B.A. in Business Administration from James Madison University.

April Rieger has served as our Chief Legal & Compliance Officer and Secretary since September 2022. Previously, Ms. Rieger served as our Executive Vice President, General Counsel and Secretary from September 2021 to September 2022 and Assistant General Counsel from July 2018 to September 2021. Prior to joining nCino, Ms. Rieger practiced as an attorney at the law firm Williams & Connolly LLP from January 2008 to June 2018, where she worked on a wide variety of corporate and litigation matters. Prior to that, Ms. Rieger served as Law Clerk to the Honorable Paul A. Crotty on the U.S. District Court for the Southern District of New York from August 2006 to August 2007. Ms. Rieger holds a B.A. from the University of Wisconsin-Madison and a J.D. from Cornell University Law School.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

We describe below the transactions since February 1, 2023 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

ZestFinance, Inc. Investment

On November 1, 2022, the Company’s wholly-owned subsidiary, nCino OpCo, Inc. acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) (“Zest AI”), a private company, for $2.5 million. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent (10%) of Zest AI. nCino OpCo, Inc. has retained the same equity interest in Zest AI through the date hereof.

Investors’ Rights Agreement

We are party to an amended and restated investors’ rights agreement, dated February 12, 2015, as amended thereafter (“IRA”), which provides, among other things, that such investors party thereto have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. All fees, costs and expenses incurred in connection with the registration of registrable securities, including reasonable fees and disbursements of one special counsel to the selling stockholders, will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered. The registration rights terminate upon the fifth anniversary of the completion of our initial public offering (the “IPO”) in July 2025.

Employment Arrangements

Corinne Naudé is a Regional Vice President – Enterprise Sales, and is the daughter-in-law of Pierre Naudé, our Chairman and Chief Executive Officer. Her total compensation for fiscal 2024 was approximately $365,000, of which $105,000 resulted from restricted stock units (“RSU”) grant determined on the grant date fair value of the award.

Pierre W. Naudé is a Senior Manager - Product Management and the son of Pierre Naudé, our Chairman and Chief Executive Officer. His total compensation for fiscal 2024 was approximately $285,000, of which $107,000 resulted from RSU grant determined on the grant date fair value of the award and $412 related to a tax reimbursement.

Petra Sheaffer is a Senior Manager—Technology Partners and is the daughter of Pierre Naudé, our Chairman and Chief Executive Officer. Her total compensation for fiscal 2024 was approximately $468,000, of which $288,000 resulted from RSU grants determined on the grant date fair value of the awards.

Policies and Procedures for Related Person Transactions

Our Audit Committee has the primary responsibility for the review, approval and oversight of any “related person transaction,” which is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which we are, were or will be a participant and the amount involved exceeds $120,000, and in which the related person has, had or will have a direct or indirect material interest. We have adopted a written related party transaction policy. Under our related party transaction policy, our management is required to submit any related person transaction not previously approved or ratified by our Audit Committee to our Audit Committee. In approving or rejecting the proposed transactions, our Audit Committee takes into account all of the relevant facts and circumstances available.

DIRECTOR COMPENSATION

Our fiscal 2024 director compensation program for non-employee directors is set forth below. In January 2023, following a review of market data prepared by Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), the board of directors increased the annual cash retainer for the non-employee board chair from $55,000 to $60,000 and for the non-chair board members from $30,000 to $35,000, and increased the cash compensation for the Compensation Committee chair from $12,000 to $15,000 and for the non-chair Compensation Committee members from $6,000 to $7,500, in each case, to more closely align our director compensation practices with the competitive market.

Equity Compensation

^○

Annual RSU award with a grant date fair value of $170,000 granted at each annual meeting of stockholders and vesting on the one-year anniversary of the grant date, subject to the director’s continued service.

^○

An “initial” one-time RSU award with a grant date fair value of $170,000 granted to new non-employee directors and vesting annually over three years, subject to the director’s continued service on the applicable vesting date.

Cash Compensation—Board

^○

Annual Cash Retainer—Non-Employee Chair: $60,000; Member: $35,000

^○

If the Chair is an employee of the Company, the retainer for the Chair will be paid to the Lead Independent Director.

Cash Compensation—Committees/Other Services

^○

Audit Committee—Chair: $20,000; Member: $10,000

^○

Compensation Committee—Chair: $15,000; Member: $7,500

^○

Nominating & Corporate Governance Committee—Chair: $8,000; Member: $4,000

^○

Ad Hoc Fees—Additional fees may be paid to board members for special services rendered to the board of directors, including with respect to special committee services.

In August 2023, our board of directors adopted stock ownership guidelines applicable to our non-employee directors in order to further align their interests with the Company’s stockholders and further promote the Company’s commitment to sound corporate governance. Under the guidelines, our non-employee directors are required to own common stock and common stock equivalents with a value equal to three times the annual base cash retainer (currently $105,000). Directors have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises and the net in-the-money, after-tax value of vested but unexercised stock options; and the after-tax value of shares of nonvested time-based restricted shares and restricted stock units. Shares subject to nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based restricted stock units will not count towards the guidelines. Until the required ownership guideline is reached, the applicable director is required to retain at least 50% of the shares received upon vesting or settlement of equity awards or the exercise of stock options (net of taxes and any applicable exercise price).

Fiscal 2024 Director Compensation Table

The following table sets forth information for the fiscal year ended January 31, 2024, regarding the compensation awarded to, earned by or paid to our non-employee directors. Mr. Naudé, our Chairman and Chief Executive

Officer, does not receive additional compensation for his service as a director and has been excluded from the table. Please see the Fiscal 2024 Summary Compensation Table for the compensation received by Mr. Naudé for his service as Chief Executive Officer during fiscal 2024.


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Total ($)
Steven Collins		57,750			170,561		—		228,311
Jon Doyle		37,750			170,561		—		208,311
Jeffrey Horing		33,750	⁽²⁾		170,561		—		204,311
Pam Kilday		153,238	⁽³⁾		170,561		—		323,799
Spencer Lake		48,875			170,561		—		219,436
William Ruh		145,388	⁽³⁾		170,561		—		315,949
William Spruill		125,343	⁽³⁾		170,561		—		295,904

(1)

Amounts reported in the stock awards column reflect the grant date fair value of each RSU award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), excluding the effect of estimated forfeitures. The amounts reported are calculated based on the Company’s fair market value on the date of grant multiplied by the number of shares subject to the RSU award. These amounts differ from the amounts reflected for these awards in the equity compensation targets outlined above due to the change in our stock price from June 21, 2023, the approval date of the award, to the grant date of June 22, 2023. As of January 31, 2024, our non-employee directors had equity awards outstanding with respect to the following number of shares: Mr. Collins—RSUs, 5,770; Mr. Doyle—RSUs, 5,770; Mr. Horing—RSUs, 5,770; Ms. Kilday—RSUs, 5,770; Mr. Lake—RSUs, 5,770 and stock options, 37,100; Mr. Ruh—RSUs, 5,770; and Mr. Spruill—RSUs, 10,180.

(2)	The fees earned and paid in cash for Mr. Horing were paid to Insight Venture Management LLC.

(3)	Includes cash compensation in the amount of (i) $5,769 each paid to Ms. Kilday and Mr. Ruh during fiscal 2024 for their service on a special committee, and (ii) $81,593 each paid to Ms. Kilday, Mr. Ruh and Mr. Spruill during fiscal 2024 for their service on a special committee.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

NAMED EXECUTIVE OFFICERS

This CD&A describes how the Compensation Committee determined fiscal 2024 executive compensation, the elements of our executive compensation program and the compensation of each of our named executive officers (“NEOs”).

For fiscal 2024, the NEOs were:


Name		Fiscal 2024 Position
Pierre Naudé		Chief Executive Officer
Greg Orenstein		Chief Financial Officer & Treasurer
Sean Desmond		Chief Customer Success Officer
Josh Glover		President & Chief Revenue Officer
Matthew Hansen		Chief Product Officer

Following the conclusion of fiscal 2024, the Company experienced changes in its leadership. Mr. Glover stepped down from his role as President & Chief Revenue Officer, effective April 12, 2024. To facilitate a smooth transition of his responsibilities, Mr. Glover will continue to work with the Company in an advisory capacity through June 30, 2024. Effective May 1, 2024, Mr. Desmond succeeded Mr. Hansen in the role of Chief Product Officer, with Mr. Hansen remaining in an advisory role with the Company through August 2, 2024.

Our CD&A is divided into three sections:


Overview		• Fiscal 2024 Business Highlights • 2023 Say-on-Pay Vote • Our Executive Compensation Program • Our Executive Compensation Practices

What We Pay and Why		• Fiscal 2024 Executive Compensation Decisions • Base Salary • Annual Cash Bonuses • Long-Term Incentive Program • Other Elements of Our Fiscal 2024 Executive Compensation Program

How We Make Executive Compensation Decisions		• Our Executive Compensation Philosophies and Objectives • Role of the Compensation Committee and our Executive Officers • Guidance from Compensation Consultant • Selection of and Comparison to Peer Group

OVERVIEW

Fiscal 2024 Business Highlights

We believe our fiscal 2024 performance demonstrated the power of our business model and strong execution by our executive team, as illustrated by the following recent business highlights:

•

Signed First Consumer Lending Deal with an Enterprise Bank in the United States. This $200B asset bank is nCino’s largest consumer lending customer.

•

Strengthened Desjardins Relationship. Expanded relationship with Desjardins Group, the largest cooperative financial group in North America, to include Automated Spreading.

•

Signed Largest Japanese Customer To Date. Added largest customer to date in Japan by signing Yamaguchi Financial Group, an over $150 billion USD asset bank, as a net-new customer for mortgage lending.

•

Collaborated with Accenture to Secure UAE Relationship. Working with Accenture, one of the largest banks in the UAE selected nCino for its corporate, commercial and private banking services.

•

Selected by Top 10 Bank in Australia. Signed Bendigo and Adelaide, a top-10 bank in Australia, for commercial lending and commercial pricing & profitability.

•

Inked Largest Cross-Sell to Adopt nCino Mortgage Suite. Signed an over $35 billion-asset bank, representing the largest cross-sell customer to adopt the nCino Mortgage Suite. This customer has now adopted nCino for commercial, consumer, and mortgage lending.

•

Expanded UK Presence. Signed a top-15 U.K. mortgage lender for property lending on the nCino Banking Platform, and renewed, extended, and expanded relationship with a top-4 U.K. bank.

•

Grew Relationship with Existing Top Account in Ireland. Expanded relationship with an existing top-Irish account for corporate and institutional banking, small and medium enterprise banking, commercial pricing & profitability, ESG, and end-to-end mortgage origination.

•

Enlarged Partnership with Salesforce. Announced an expanded partnership with Salesforce to accelerate the delivery of best-in-class cloud solutions to the financial services industry. This builds on nCino and Salesforce’s long-standing collaboration, established in 2011, to empower financial institutions with digital innovations that increase efficiency, transparency, and reduce risks while driving customer growth and loyalty.

•

Signed 11 Q4 Extensions. In the fourth quarter, signed multi-year extensions with expanded agreements for eleven customers paying us more than $1 million in annual subscription fees, including two U.S. Enterprise banks, five U.S. community & regional banks, a New Zealand bank, a German Bank, and two Canadian banks.

2023 Say-on-Pay Vote

In its compensation review process, the Compensation Committee considers whether the Company’s executive compensation program is aligned with the interests of the Company’s stockholders. As part of its review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 94% of the votes cast for the Company’s say-on-pay vote at our 2023 annual meeting of stockholders. The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2023 say-on-pay vote.

Our Executive Compensation Program

Our executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s

performance compared against the business objectives established for the fiscal year as well as our historical compensation practices and competitive market rates. New-hire executive officers’ compensation is primarily determined based on market competitive compensation practices, the experience and expertise of the individual, as well as our historical compensation practices.

The table below outlines each of the principal elements of the Company’s executive compensation program:

LOGO

Our Executive Compensation Practices

Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives and are aligned with commonly viewed best practices:

✓

Significant percentage of target annual compensation delivered in the form of variable compensation tied to financial performance or share price

✓

Substantial portion of executive compensation is at-risk

✓

Market comparison of executive compensation against a relevant peer group

✓

Independent Compensation Committee

✓

Use of a compensation consultant reporting directly to the Compensation Committee

✓

Limited perquisites

✓

No excessive severance benefits

✓

Executive Officer and Director Stock Ownership Guidelines

✓

Prohibition on hedging, pledging or short sales of our securities

✓

Annual Say-on-Pay Vote

WHAT WE PAY AND WHY

Fiscal 2024 Executive Compensation Decisions

Consistent with our pay-for-performance philosophy and executive compensation program objectives described below under “Our Executive Compensation Philosophies and Objectives,” in determining the fiscal 2024 target executive compensation levels and the mix of compensation elements for each NEO, the Compensation Committee and our Chief Executive Officer (in making recommendations regarding NEO compensation other than his own) considered, as applicable, each NEO’s performance, Company performance, the compensation levels paid to other executive officers at the Company, the competitive median of the market to provide a perspective on external practices, and input from the Compensation Committee’s compensation consultant.

Base Salary

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each executive officer’s scope of responsibility and accountability to us and to align with the competitive market. With respect to fiscal 2024, the Compensation Committee determined to increase the base salaries for the NEOs from the levels established in fiscal 2023 as set forth in the table below, with the fiscal 2024 base salary levels set to further align each NEO’s compensation with the competitive market.


Named Executive Officer	Fiscal 2023 Base Salary		Fiscal 2024 Base Salary		Percentage Change
Pierre Naudé	$	487,920	$	500,000		2.5	%
Greg Orenstein	$	333,440	$	345,000		3.5	%
Sean Desmond	$	318,000	$	330,000		3.8	%
Josh Glover ⁽¹⁾	$	383,514	$	420,000		9.5	%
Matthew Hansen	$	350,000	$	360,000		2.9	%

(1)	The increase in Mr. Glover’s base salary, reflected in the table above, relates to an expansion of his duties including leading the Corporate Development, Information Technology and Information Security teams.

Please see the “Salary” column in the Fiscal 2024 Summary Compensation Table for the base salary amounts received by each NEO in fiscal 2024.

Annual Cash Bonuses

We provide our NEOs with short-term incentive compensation through an annual cash bonus program that applies to all applicable employees on a bonus program. Annual bonus compensation holds executives accountable, rewards the executives based on actual business results and helps to reinforce a “pay for performance” culture. Our annual cash bonus program provides cash incentive award opportunities based on the achievement of performance goals approved by our Compensation Committee at the beginning of each fiscal year.

The payment of awards under the fiscal 2024 annual cash bonus program applicable to the NEOs was subject to the attainment of goals relating to the Company’s Total Annual Revenue Growth and the Company’s Non-GAAP Operating Margin.

The table below sets forth the weight and target achievement level for each metric in our fiscal 2024 annual cash bonus program.


	Weight			Fiscal 2024 Threshold⁽¹⁾			Fiscal 2024 Target			Fiscal 2024 Maximum⁽¹⁾			Fiscal 2024 Actual			Fiscal 2024 Actual Achievement Payout
Total Annual Revenue Growth⁽²⁾		60	%		16.0	%		20.0	%		24.9	%		16.7	%		12.0	%
Non-GAAP Operating Margin⁽³⁾		40	%		6.0	%		10.0	%		12.9	%		13.0	%		64.0	%
Overall Achievement																	76.0	%

(1)

With respect to the Total Annual Revenue Growth metric under our fiscal 2024 annual cash bonus program, threshold and maximum performance would result in a payout equal to 20% and 200% of target, respectively. With respect to the Non-GAAP Operating Margin metric, threshold and maximum performance would result in a payout equal to 20% and 160% of target, respectively.

(2)

“Total Annual Revenue Growth” for incentive purposes is defined as subscription, customer support, professional services and other revenues recognized during fiscal 2024 compared to the total revenues recognized during fiscal 2023 as a growth percentage. The target achievement level with respect to the Total Revenue Growth metric was designed to be difficult but achievable with strong management performance.

(3)

“Non-GAAP Operating Margin” for incentive purposes is a non-GAAP financial measure that represents the Company’s operating income (EBIT) divided by total revenues, excluding the impact of stock-based compensation, amortization and one-time litigation fees that do not relate to operating the business expressed as a percentage. The target achievement level with respect to the Non-GAAP Operating Margin metric was designed to be difficult but achievable with strong management performance.

The table below sets forth the fiscal 2023 and fiscal 2024 target bonus opportunities and fiscal 2024 actual bonus payout for each NEO. The target bonus opportunities for our NEOs are designed to reflect each executive officer’s scope of responsibility and accountability to us and align with the competitive market. The fiscal 2024 target opportunities, as a percentage of base salary, generally remained the same as compared to the fiscal 2023 target opportunities. Based on the results reflected in the table above, the Compensation Committee approved bonus payouts with respect to fiscal 2024 in amounts equal to 76.0% of target.


Named Executive Officer	Fiscal 2023 Target Bonus		Fiscal 2024 Target Bonus		Fiscal 2024 Actual Bonus
Pierre Naudé	$	487,920	$	500,000	$	380,000
Greg Orenstein	$	166,720	$	172,500	$	131,100
Sean Desmond	$	155,301	$	165,000	$	125,400
Josh Glover	$	325,987	$	357,000	$	271,320
Matthew Hansen	$	210,000	$	216,000	$	164,160

Long-Term Incentive Program

To further align the interests of our NEOs with the interests of our stockholders, to further focus our executive officers on our long-term performance and to promote retention of our executive officers, we provide equity compensation to our NEOs. In fiscal 2024, equity compensation was granted in the form of time-based RSUs, which vest in four equal installments on each of the first four anniversaries of the grant date, subject to the NEO’s continued employment through each applicable anniversary of the grant date.

Setting Award Levels under Long-Term Incentive Program

In determining the fiscal 2024 target equity grant levels for the NEOs, the Compensation Committee compared the target total direct compensation of each NEO (i.e., base salary, annual cash bonus and equity grants) to the competitive market median.

The table below sets forth the target award value, as of the date of grant, of the RSU awards received by each NEO under our fiscal 2024 long-term incentive program. The fiscal 2024 target equity award values for the NEOs were determined after considering the competitive market, with the target equity awards for Messrs. Orenstein, Desmond and Hansen adjusted as compared to fiscal 2023 after considering the competitive market as well as the Company’s internal pay positioning for its executive officers.


Named Executive Officer	Fiscal 2024 Target Equity Award Value⁽¹⁾
Pierre Naudé	$	7,000,000
Greg Orenstein	$	2,300,000
Sean Desmond	$	2,300,000
Josh Glover	$	3,200,000
Matthew Hansen	$	2,300,000

(1)

The amounts reflected in this column represent the targeted equity value, with the number of shares subject to the RSU awards determined by dividing this value by our closing stock price on April 28, 2023 for each NEO. These amounts differ from the amounts reflected for these awards in the Fiscal 2024 Summary Compensation Table due to the change in our stock price from April 28, 2023 to the grant date of May 1, 2023.

Please see “Outstanding Equity Awards at Fiscal 2024 Year-End” for a summary of the outstanding equity awards held by each of the NEOs as of fiscal 2024 year-end.

Other Elements of Our Fiscal 2024 Executive Compensation Program

Employment Arrangements

Our NEO agreements describe the basic terms of the executive’s employment, including his base salary, annual bonus target and long-term incentive award target. The terms of the agreements were determined after a review of market data prepared by Aon. 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. The severance terms were determined after a review of market data prepared by Aon.

As noted above, following fiscal 2024 year-end, Messrs. Glover and Hansen both stepped down from their roles as executive officers of the Company. In order to facilitate a smooth transition, each will remain with the Company in an advisory capacity for a specified period (through June 30, 2024 for Mr. Glover and August 2, 2024 for Mr. Hansen). While serving as an advisor, both will continue to vest in their outstanding equity awards in accordance with their terms based on their continued service and, in the case of Mr. Hansen, he will continue to receive his base salary through his separation date.

See the subsection titled “Potential Payments Upon Termination or Change of Control” for a description of the severance and change in control arrangements for our NEOs.

Other Benefits

Our NEOs participate in our corporate-wide benefit programs. Our NEOs are offered benefits that generally are commensurate with the benefits provided to all of our full-time employees, which includes participation in our qualified defined contribution plan. Mr. Naudé also receives life insurance benefits paid for by the Company.

Consistent with our performance-based culture, we do not offer a service-based defined benefit pension plan or other similar benefits to our employees. During fiscal 2024, we did not provide nonqualified retirement programs or perquisites that are often provided at other companies to NEOs.

Clawback Policy

During fiscal 2024, the Company adopted a Dodd-Frank Clawback Policy to comply with SEC and Nasdaq listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the named executive officers, in the event of certain accounting restatements.

Stock Ownership Guidelines

During fiscal 2024, our board of directors adopted stock ownership guidelines applicable to our executive officers and directors in order to further align their interests with the Company’s stockholders and further promote the Company’s commitment to sound corporate governance. Under the guidelines, our CEO and other executive officers are required to own common stock and common stock equivalents with a value equal to three times base salary for our CEO and one times base salary for our other executive officers. Executive officers have five years from the later of the adoption of the guidelines or first becoming subject to the guidelines to comply. For purposes of measuring compliance, the following shares will count towards the ownership guidelines: shares owned outright by the covered individual or immediate family members in the same household; shares held in trust for the covered individual or his or her family; shares held in employee benefit plans; shares obtained through stock option exercises and the net in-the-money, after-tax value of vested but unexercised stock options; and the after-tax value of shares of nonvested time-based restricted shares and restricted stock units. Shares subject to nonvested stock options, nonvested performance-based restricted stock and nonvested performance-based restricted stock units will not count towards the guidelines. Until the required ownership guideline is reached, the applicable 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).

HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS

Our Executive Compensation Philosophies and Objectives

nCino’s executives’ pay philosophy and objectives strive to attract, retain, and motivate superior executive talent primarily through incentives that reward achievement of performance goals that directly correlate to the enhancement of the shareholder value, as well as to facilitate executive retention. Long-term incentives delivered through equity grants align executive interests with those of the shareholders.

We strive to provide a competitive compensation program. Our pay philosophy is to target the market median (50^th percentile). Compensation positioning is used to assess the pay levels and pay mix of the aggregate executive compensation program, while executive compensation for any individual role may be above or below the stated philosophy based on experience, scope of position and individual performance. The Company and its leaders place significant value on culture, invest in employee health and well-being, foster professional development and provide career growth opportunities across the organization.

The Compensation Committee believes that the executive compensation program should motivate the executive officers to drive strong and sustained performance for the Company. Accordingly, executive compensation is weighted towards at-risk, variable incentive awards — short-term cash incentives and equity grants — rather than base salaries. This performance and equity focus is designed to align our executive compensation with the performance of individuals and the Company as a whole with the interests of our shareholders.

Role of the Compensation Committee and our Executive Officers

The Compensation Committee is responsible for determining the compensation of our Chief Executive Officer and each of our other executive officers. In setting the compensation of our Chief Executive Officer, the Compensation Committee reviews and approves our Chief Executive Officer’s performance. In setting the compensation of our other executive officers, the Compensation Committee takes into account our Chief

Executive Officer’s review of each executive officer’s performance and his recommendations with respect to their compensation. The Compensation Committee’s responsibilities regarding executive compensation are further described in the “Corporate Governance” section of this proxy statement.

Guidance from Compensation Consultant

Aon provides executive compensation consulting services to the Compensation Committee. With respect to fiscal 2024, Aon provided services related to the review of fiscal 2024 compensation decisions for executive officers and directors, including a review of peer group compensation data and assistance with this CD&A, and was paid approximately $102,000 for these services. Aon is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in committee meetings. In addition to services provided to the Compensation Committee, the Company engaged Aon or its affiliates to provide consulting services to the Company on two non-executive compensation study engagements for our broad-based compensation program. The fees paid for these additional services during fiscal 2024 were approximately $301,000. The Compensation Committee reviewed the independence of Aon under Nasdaq and SEC rules and concluded that the work of Aon has not raised any conflict of interest.

Selection of and Comparison to Peer Group

To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as for our general industry.

While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include, but are not limited to:

•

Market competitiveness for a particular position;

•

Experience and past performance inside or outside the Company;

•

Role and responsibilities within the Company; and

•

Tenure with the Company and associated institutional and industry knowledge.

In selecting companies for our peer group, the Compensation Committee considered the following peer group selection criteria:

•

Operates in the software and software as a service (SAAS) industry; and

•

Comparable in terms of market capitalization and revenue (between roughly 1/3x and 3x of Company’s target market capitalization and revenue, respectively).

For fiscal 2024 compensation decisions, the Compensation Committee utilized the peer group set forth below. This was the same peer group as fiscal 2023, except that DoubleVerify, EngageSmart, MeridianLink, Paycor HCM and Qualys were added, and Anaplan, Cardlytics, Paylocity, PegaSystems, and Sailpoint Technologies were removed to better reflect the Company in terms of operation and the characteristics described above. Based on data compiled by Aon at the time of the peer group review, the Company’s operating income was positioned at the 39^th percentile and the Company’s market capitalization was positioned at the 61^stpercentile of our peer group.


	2024 Compensation Peer Group

Appfolio, Inc.	Everbridge, Inc.	Qualys, Inc.

Appian Corporation	Fastly, Inc.	Smartsheet, Inc.

BigCommerce Holdings, Inc.	Five9, Inc.	SPS Commerce, Inc.

BlackLine, Inc.	LivePerson, Inc.	Varonis Systems, Inc.

DoubleVerify Holding, Inc.	MeridianLink, Inc.	Workiva, Inc.

Duck Creek Technologies, Inc.	Paycor HCM, Inc.

EngageSmart, Inc.	Q2 Holdings, Inc.

In assessing executive compensation, the Compensation Committee also reviewed market and survey data from the Radford Global Technology Survey.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with Company management. Based upon this review and discussion, the Compensation Committee recommended to the board of directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement, which will be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

Respectfully submitted by the Compensation Committee of the board of directors.

William Ruh, Chair

Pam Kilday

Spencer Lake

This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.

FISCAL 2024 EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVES

Fiscal 2024 Summary Compensation Table

The following table provides information regarding the compensation earned by our NEOs for fiscal 2024 and 2023 and, to the extent required under the SEC executive compensation disclosure rules, fiscal 2022.


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Pierre Naudé,		2024		497,987		—		6,934,897		380,000		20,664		7,833,548
Chief Executive Officer		2023		487,920		—		7,158,830		392,912		19,775		8,059,437
		2022		456,000		—		6,874,000		462,416		24,667		7,817,083
Greg Orenstein,		2024		343,073		—		2,278,598		131,100		47,642		2,800,413
Chief Financial Officer & Treasurer		2023		324,480		—		2,045,360		130,668		45,625		2,546,133
Chief Financial Officer & Treasurer		2022		306,667		—		1,486,159		155,528		47,294		1,995,648
Sean Desmond,		2024		328,000		—		2,278,598		125,400		14,316		2,746,314
Chief Customer Success Officer		2023		310,500		—		2,045,360		125,061		13,434		2,494,355
Chief Customer Success Officer		2022		290,000		—		1,486,159		147,110		14,172		1,937,441
Josh Glover,		2024		413,919		—		3,170,227		271,320		14,280		3,869,746
President & Chief Revenue Officer		2023		383,514		—		3,732,821		262,511		13,380		4,392,226
President & Chief Revenue Officer		2022		309,065		—		4,080,715		290,875		14,385		4,695,040
Matthew Hansen,		2024		358,333		—		2,278,598		164,160		49,663		2,850,754
Chief Product Officer		2023		310,576		—		2,511,330		127,179		1,725		2,950,810

(1)	The amounts reported represent the grant date fair value of RSUs calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated based on the fair market value of a share of Company common stock as of the grant date.

(2)	The amounts reported for fiscal 2024 represent payouts under the Company’s annual cash bonus program based on performance with respect to goals relating to (i) Total Annual Revenue Growth and (ii) Non-GAAP Operating Margin.

(3)

The amounts reported in this column for fiscal 2024 consist of (i) a cell phone allowance for each of the NEOs other than Mr. Naudé, (ii) matching contributions under the Company’s 401(k) plan for Messrs. Naudé and Desmond of $11,916, Mr. Orenstein of $11,915 and Mr. Glover of $11,880, (iii) lodging expenses of $18,673 for Mr. Orenstein and a related tax reimbursement of $14,654, (iv) life insurance premiums paid by the Company for Mr. Naudé and a related tax reimbursement of $2,833, and (v) tax preparation assistance expense of $33,557 paid by the Company for Mr. Hansen and a related tax reimbursement of $13,706.

Fiscal 2024 Grants of Plan-Based Awards

The following table provides information regarding the possible payouts to our NEOs in fiscal 2024 under our annual cash bonus program and the equity awards received by our NEOs in fiscal 2024 under the: nCino, Inc. 2019 Equity Incentive Plan (as amended and restated on July 16, 2020) (the “2019 Plan”).


				Estimated Future Payouts under Non-Equity Incentive Plan Awards⁽¹⁾
Name	Grant Date	Approval Date		Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of shares of stock or units (#)⁽²⁾		Grant Date Fair Value of Stock Awards ($)⁽³⁾
Pierre Naudé	⁽⁴⁾		—		60,000		300,000		600,000		—		—
	⁽⁵⁾		—		40,000		200,000		320,000		—		—
	5/1/2023		1/9/2023		—		—		—		283,057		6,934,897
Greg Orenstein	⁽⁴⁾		—		20,700		103,500		207,000		—		—
	⁽⁵⁾		—		13,800		69,000		110,400		—		—
	5/1/2023		1/9/2023		—		—		—		93,004		2,278,598
Sean Desmond	⁽⁴⁾		—		19,800		99,000		198,000		—		—
	⁽⁵⁾		—		13,200		66,000		105,600		—		—
	5/1/2023		1/9/2023		—		—		—		93,004		2,278,598
Josh Glover	⁽⁴⁾		—		42,840		214,200		428,400		—		—
	⁽⁵⁾		—		28,560		142,800		228,480		—		—
	5/1/2023		1/9/2023		—		—		—		129,397		3,170,227
Matthew Hansen	⁽⁴⁾		—		25,920		129,600		259,200		—		—
	⁽⁵⁾		—		17,280		86,400		138,240		—		—
	5/1/2023		1/9/2023		—		—		—		93,004		2,278,598

(1)	Amounts reported in this column reflect the fiscal 2024 target bonus opportunity for each NEO.

(2)	The amounts reported in this column represent RSU awards that vest in four equal annual installments on each of the first four anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date.

(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.

(4)	Amounts represent the weighted threshold, target and maximum payout levels with respect to the Total Annual Revenue Growth performance metric under our fiscal 2024 annual cash bonus program.

(5)	Amounts represent the weighted threshold, target and maximum payout levels with respect to the Non-GAAP Operating Margin performance metric under our fiscal 2024 annual cash bonus program.

Outstanding Equity Awards at Fiscal 2024 Year-End

The following table summarizes outstanding option awards and unvested stock awards held by each NEO on January 31, 2024.


		Option Awards								Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾
Pierre Naudé	6/8/20		—		—		—		—		32,014		1,007,801
	4/5/21		—		—		—		—		50,000		1,574,000
	2/1/22		—		—		—		—		114,554		3,606,160
	5/1/23		—		—		—		—		283,057		8,910,634
Greg Orenstein	11/1/15		122,448		—		2.45		11/1/25		—		—
	2/1/17		50,000		—		4.98		2/1/27		—		—
	6/8/20		—		—		—		—		17,672		556,315
	4/5/21		—		—		—		—		10,810		340,299
	2/1/22		—		—		—		—		32,730		1,030,340
	5/1/23		—		—		—		—		93,004		2,927,766
Sean Desmond	2/1/17		245,776		—		4.98		2/1/27		—		—
	6/8/20		—		—		—		—		13,594		427,939
	4/5/21		—		—		—		—		10,810		340,299
	2/1/22		—		—		—		—		32,730		1,030,340
	5/1/23		—		—		—		—		93,004		2,927,766
Josh Glover	6/8/20		—		—		—		—		13,594		427,939
	4/5/21		—		—		—		—		10,810		340,299
	11/1/21		—		—		—		—		17,203		541,550
	2/1/22		—		—		—		—		59,732		1,880,363
	5/1/23		—		—		—		—		129,397		4,073,418
Matthew Hansen	1/7/22		—		—		—		—		39,355		1,238,895
	8/1/22		—		—		—		—		46,454		1,462,372
	9/12/22		—		—		—		—		10,434		328,462
	5/1/23		—		—		—		—		93,004		2,927,766

(1)

These RSUs are scheduled to vest with respect to 25% of the shares subject to the RSU award on each of the first four anniversaries of the grant date or, with respect to the RSU award granted to Mr. Hansen on September 12, 2022, on the first four anniversaries of August 1, 2022, subject to the NEO’s continued employment through the applicable vesting date.

(2)	The market value of shares or units that have not vested reflects a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024.

Fiscal 2024 Option Exercises and Stock Awards Vested

The following table provides information concerning the exercise of stock options and vesting of stock awards during fiscal 2024 for each of the NEOs.


	Option Awards				Stock Awards
Name	Number of Shares Acquired Upon Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

Pierre Naudé		—		—	120,197	3,334,021

Greg Orenstein		—		—	42,736	1,169,620

Sean Desmond		28,142		871,768	42,408	1,187,625

Josh Glover		132,058		2,528,420	60,011	1,700,649

Matthew Hansen		—		—	38,639	1,275,845

Fiscal 2024 Potential Payments Upon Termination or Change in Control

During fiscal 2024, the NEOs were each subject to employment agreements that provided for certain severance benefits upon a qualifying termination of employment. A description of the material terms of each of the employment arrangements that were in effect on January 31, 2024, as well as estimates of the payments and benefits each NEO would receive upon a qualifying termination of employment or change in control, are set forth below. The estimates have been calculated assuming a termination date of January 31, 2024 and the closing price of a share of our common stock on January 31, 2024. The amounts reported below are only estimates and actual payments and benefits to be paid upon a qualifying termination of a NEO’s employment with the Company or change in control of the Company under these arrangements can only be determined at the time of termination or change in control.

Employment Agreements

In connection with our IPO, we entered into employment agreements with each of our NEOs (other than Mr. Hansen, whose employment agreement was entered into in January 2022 in connection with the commencement of his employment with the Company), the material terms of which are set forth below.

Under the NEO employment agreements, in the event of a termination of employment due to the NEO’s death or disability, the NEO will be entitled to a pro-rated bonus for the year of termination, based on actual performance and pro-rated for the portion of the year the NEO was employed and, in the case of Mr. Hansen, any annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination. Subject to the NEO’s execution of a release of claims in favor of the Company, in the event of a termination by the Company without cause or by the executive due to good reason prior to or more than one year following a change in control (or at any time with respect to Mr. Hansen), each as defined in the applicable employment agreement, each NEO would be entitled to (i) severance payments over a specified severance period equal to the base salary the NEO would have received during such severance period, (ii) a pro-rated bonus for the year of termination, based on actual performance and pro-rated for the portion of the year the NEO was employed, and (iii) reimbursements for healthcare continuation coverage during the severance period, subject to earlier termination in the event the executive officer becomes eligible for alternative health coverage. Mr. Hansen would also be entitled to receive

any annual cash bonus for a completed fiscal year that remains unpaid as of the time of such termination. The severance period is 12 months for Messrs. Naudé and Orenstein and six months for Messrs. Glover, Hansen, and Desmond. If an NEO other than Mr. Hansen experiences a termination of employment on or during the one-year period following a change in control of the Company, then, in lieu of the benefits set forth above, the executive will receive a severance payment equal to a severance multiple multiplied by the sum of the executive’s annual base salary and target bonus, and the period for healthcare continuation coverage will be 18 months for Mr. Naudé and 12 months for Messrs. Orenstein, Glover, and Desmond. The severance multiple for a termination of employment within one-year following a change in control of the Company is one and a half for Mr. Naudé and one for Messrs. Orenstein, Glover, and Desmond. In addition, under the terms of the employment agreements, if the payments and benefits to a NEO under his employment agreement or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. The tables below do not reflect the application of any potential reduction necessary to avoid such excise taxes.

In addition, with respect to NEOs other than Mr. Hansen, consistent with the terms of certain of the Company’s pre-existing compensation arrangements, in the event that either (i) the NEO is employed by the Company as of a change in control of the Company or (ii) the employment of the NEO is terminated by the Company without cause or by the executive due to good reason within six months prior to such change in control, any equity awards held by the NEO as of the effective date of the new employment agreements described above will vest upon such change in control. For equity awards granted to NEOs other than Mr. Hansen following the effective date of the employment agreements, unless otherwise provided for in an award agreement, such equity awards will vest in the event of a termination of employment by the Company without cause or due to good reason on or within one year following a change in control.

At the time the NEO entered into the above-described employment agreement with the Company, the NEO also entered into a non-disclosure, restrictive covenants and assignment of invention agreement with restrictive covenants relating to non-competition and non-solicitation of customers and employees, during employment and for 12 months following a termination of employment for Messrs. Naudé and Orenstein and for six months following a termination of employment for Messrs. Glover, Hansen and Desmond.

Potential Payments Upon Death or Disability Table


Name	Severance Payment ($)⁽¹⁾		Value of Accelerated Equity Awards ($)		Welfare Benefits ($)		Aggregate Payments ($)

Pierre Naudé		380,000		—		—		380,000

Greg Orenstein		131,100		—		—		131,100

Sean Desmond		125,400		—		—		125,400

Josh Glover		271,320		—		—		271,320

Matthew Hansen		164,160		—		—		164,160

(1)	Amounts reported in this column represent a pro-rated target bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2024, the amounts are not pro-rated.

Potential Payments Upon Change in Control Table


Name	Severance Payment ($)		Value of Accelerated Equity Awards ($)⁽¹⁾		Welfare Benefits ($)		Aggregate Payments ($)

Pierre Naudé		—		1,007,801		—		1,007,801

Greg Orenstein		—		556,315		—		556,315

Sean Desmond		—		427,939		—		427,939

Josh Glover		—		427,939		—		427,939

Matthew Hansen		—		—		—		—

(1)

Pursuant to the terms of their employment agreements, any equity awards held by an NEO other than Mr. Hansen as of the effective date of his employment agreement will vest in full upon a change in control. The amount shown is the market value of unvested equity awards based on a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024.

Potential Payments Upon Qualifying Termination Absent a Change in Control Table⁽¹⁾


Name	Severance Payment ($)⁽²⁾		Value of Accelerated Equity Awards ($)		Welfare Benefits ($)⁽³⁾		Aggregate Payments ($)

Pierre Naudé		880,000		—		8,227		888,227

Greg Orenstein		476,100		—		13,417		489,517

Sean Desmond		290,400		—		6,709		297,109

Josh Glover		481,320		—		6,709		488,029

Matthew Hansen		344,160		—		6,709		350,869

(1)	A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason.

(2)

Amounts reported in this column represent the sum of (i) six months’ base salary (12 months’ base salary for Messrs. Naudé and Orenstein) and (ii) a pro-rated bonus for the year of termination, based on actual performance. Because this table assumes a termination on January 31, 2024, the amounts are not pro-rated.

(3)	Represents the estimated value of continued welfare benefits that NEOs would be entitled to receive upon a qualifying termination of employment prior to or more than one year following a change in control.

Potential Payments Upon Qualifying Termination on or Following a Change in Control Table⁽¹⁾


Name	Severance Payment ($)⁽²⁾		Value of Accelerated Equity Awards ($)⁽³⁾		Welfare Benefits ($)⁽⁴⁾		Aggregate Payments ($)

Pierre Naudé		1,250,000		15,098,595		12,341		16,360,936

Greg Orenstein		517,500		4,854,720		13,417		5,385,637

Sean Desmond		495,000		4,726,344		13,417		5,234,761

Josh Glover		777,000		7,263,569		13,417		8,053,986

Matthew Hansen		344,160		—		6,709		350,869

(1)	A qualifying termination means termination of the NEO’s employment by the Company without cause or by the NEO for good reason.

(2)

Amounts reported in this column represent the sum of (i) 12 months’ base salary (18 months’ base salary for Mr. Naudé and 6 months’ base salary for Mr. Hansen) and (ii) a bonus for the year of termination, based on target performance (pro-rated for the year of termination and based on actual performance with respect to Mr. Hansen). This table assumes a termination on January 31, 2024. Because this table assumes a termination on January 31, 2024, the amount for Mr. Hansen is not pro-rated.

(3)

Represents the value of equity awards (i) held by the NEOs as of the effective dates of their employment agreements that would become vested upon a change in control within six months following a qualifying termination of employment, and (ii) granted following the effective date of their employment agreements that would become vested upon a qualifying termination of employment on or within one year following a change in control. The amount shown is the market value of unvested equity awards based on a stock price of $31.48, our closing stock price on January 31, 2024, the last trading date of fiscal 2024.

(4)	Represents the estimated value of continued welfare benefits that NEOs would be entitled to receive upon a qualifying termination of employment on or during the one-year period following a change in control.

Compensation Risk Assessment

We conducted an assessment of the risks associated with our compensation practices and policies and determined that risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. In conducting the assessment, we undertook a review of our compensation philosophies, our compensation governance structure and the design and oversight of our compensation programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short- and long-term incentives with compensation-based goals aligning with corporate goals. Centralized oversight helps ensure compensation programs align with the Company’s goals and compensation philosophies and, along with other factors such as the Company’s clawback policy and stock ownership guidelines, operate to mitigate against the risk that such programs would encourage excessive risk-taking.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Naudé, our Chief Executive Officer. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.

Ratio

For fiscal 2024,

•

The median of the annual total compensation of all of our employees, other than Mr. Naudé, was $109,774.

•

Mr. Naudé’s annual total compensation, as reported in the Total column of the Fiscal 2024 Summary Compensation Table, was $7,833,548.

•

Based on this information, the ratio of the annual total compensation of Mr. Naudé to the median of the annual total compensation of all employees is estimated to be 71 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Identification of Median Employee

We selected January 31, 2024 as the date on which to determine our median employee. The pay ratio disclosure rules permit companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the company’s total number of employees. Applying this de minimis exemption, we excluded twenty-seven employees in Canada, three employees in France, one employee in Germany, thirteen employees in Japan, six employees in Spain, and four employees in New Zealand, from the calculations of our median employee. For purposes of identifying the median employee from our fiscal 2024 employee population, we considered the gross cash compensation of all employees, as compiled from payroll records. We selected gross cash compensation as it represents the principal form of compensation delivered to all of our employees and is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the 12-month period ending January 31, 2024. Compensation paid in foreign currencies was converted to U.S. dollars based on spot rate exchange rate as of January 31, 2024.

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” (“

CAP

”), as calculated per SEC disclosure rules, to the Company’s principal executive officer (“

PEO

”) and the Company’s

non-PEO

NEOs, as noted below. “Compensation actually paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs, which remain subject to forfeiture if the vesting conditions are not satisfied.


										Value of Initial Fixed $100 Investment Based on: (4)
Fiscal Year (1)	Summary Compensation Table Total for PEO ($) (2)		Compensation Actually Paid to PEO ($) (3)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (3)			Total Shareholder Return ($)		Peer Group Total Shareholder Return ($) (5)		Net Loss ($)		Revenue ($) (6)

2024		7,833,548		10,271,359		3,066,807		4,330,316			34.37		159.88		43,526,000		476,543,000

2023		8,059,437		1,794,534		3,890,638		(740,777	)		31.23		106.08		101,844,000		408,315,000

2022		7,817,083		1,340,189		2,795,464		(4,053,065	)		50.04		131.14		50,121,000		273,865,000

2021		3,477,984		52,715,812		1,723,813		18,253,944			78.28		118.37		41,270,000		204,293,000

(1)	Mr. Naudé has served as the PEO for the entirety of fiscal 2024, 2023, 2022 and 2021 and our other NEOs for the applicable years were as follows:

•

2024: Greg Orenstein; Sean Desmond; Josh Glover; and Matthew Hansen

•

2023: Josh Glover; David Rudow; Greg Orenstein; April Rieger; and Matthew Hansen.

•

2022: Josh Glover; David Rudow; Greg Orenstein; and Sean Desmond.

•

2021: Greg Orenstein and Josh Glover.

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Naudé and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs reported for the applicable year other than the PEO for such years.

(3)	To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Naudé and for the average of the other NEOs is set forth following the footnotes to this table.

(4)	Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 14, 2020 (the day on which regular-way trading of Company common stock commenced). Historic stock price performance is not necessarily indicative of future stock price performance.

(5)	The TSR Peer Group consists of the component companies of the S&P 1500 Application Software Index.

(6)

The Compensation Committee determined that revenue is a core measure of the Company’s performance and stockholder value creation. Revenue indirectly impacts the compensation of our NEOs because it is reflected in both the Total Annual Revenue Growth and Non-GAAP Operating Margin metrics included in the fiscal 2024 annual cash bonus program.

Table of Contents

CAP Adjustments


Fiscal Year	Summary Compensation Table Total ($) (1)		Minus Grant Date Fair Value of Stock Awards Granted in the Current Fiscal Year ($) (2)			Plus (Minus) Fair Value at Fiscal Year-end of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3)		Plus (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (4)			Plus (Minus) Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (5)		Plus (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (6)			Minus Fair Value as of Prior Fiscal Year-end of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (7)			Compensation Actually Paid ($)

Pierre Naudé

2024		7,833,548		(6,934,897	)		8,910,634		566,116			—		(104,042	)		—			10,271,359

2023		8,059,437		(7,158,830	)		4,368,307		(2,826,186	)		—		(648,194	)		—			1,794,534

2022		7,817,083		(6,874,000	)		4,583,000		(3,778,054	)		—		(407,840	)		—			1,340,189

2021		3,477,984		(2,561,060	)		9,181,400		41,222,988			—		1,394,500			—			52,715,812

Other NEOs (Average) (8)

2024		3,066,807		(2,501,505	)		3,214,179		520,201			—		30,634			—			4,330,316

2023		3,890,638		(3,317,732	)		1,657,027		(1,962,871	)		88,923		(412,548	)		(684,214	)		(740,777	)

2022		2,795,464		(2,258,633	)		1,467,614		(5,905,740	)		—		(151,770	)		—			(4,053,065	)

2021		1,723,813		(1,250,630	)		4,483,508		12,704,591			—		592,662			—			18,253,944

(1)	Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.

(2)	Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(3)	Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(4)

Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(5)	Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(6)

Represents the change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(7)

Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(8)	See footnote 1 above for the NEOs included in the average for each year.

Relationship Between Pay and Performance

We believe the CAP in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on

“pay-for-performance”

as the CAP fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against

pre-established

performance goals under our annual cash bonus program. The CD&A describes in greater detail

Table of Contents

the Compensation Committee’s emphasis on

“pay-for-performance”

and how our executive compensation program is designed to link executive compensation with the achievement of our financial objectives as well as stockholder value creation.

•

Relationship Between CAP to the PEO and Average Other NEOs and the Company’s Net Income (Loss) and Revenue: Net income (loss) is not a component of our fiscal 2024 executive compensation program. Instead, the Company uses a variety of performance metrics to measure performance under its annual cash bonus program, with the fiscal 2024 program based on Total Annual Revenue Growth and

Non-GAAP

Operating Margin, as described further in the CD&A. As a result, our CAP for our NEOs is less impacted by fluctuations in our net income as compared to our performance with respect to our annual cash bonus program metrics as well as our stock price performance. The Company’s fiscal 2021 net loss was $41,270,000 increasing to a net loss of $43,526,000 for fiscal 2024 and the Company’ revenues were $

SEC Form DEF 14A filed by nCino Inc.