Jeff Tangney

About Jeff Tangney

Jeff Tangney (age 52) is Doximity’s co‑founder, Chief Executive Officer, Chair of the Board, and a director since the company’s inception in April 2010; he holds a B.S. in Economics and Math from the University of Wisconsin–Madison and an MBA from Stanford GSB . Under his tenure, revenue and net income have grown steadily, and cumulative TSR (since IPO base of $100) recovered in FY2025, though it trails the S&P 500 IT peer group . Doximity’s board is majority independent, but Tangney serves as both CEO and board chair, a dual role the company believes facilitates execution and information flow .

Revenue, earnings, and TSR snapshots:

Past Roles

External Roles

Board Governance

• Board service: Director since April 2010; currently Class I director nominated for re‑election to 2028 .
• Leadership: CEO also serves as Chair; majority of the board is independent (Spain, Yang, Benjamin, Wampler, Cabral) . Company cites a combined Chair/CEO as advantageous for unified strategy and information flow .
• Committees: Only independent directors serve on Audit (Cabral chair; Spain; Benjamin), Compensation (Spain chair; Yang; Wampler), and Nominating/Governance (Wampler chair; Yang; Benjamin) .
• Attendance: Each director attended at least 75% of board and applicable committee meetings in FY2025 .
• Employee-director pay: Employee directors receive no additional compensation for board service .

Fixed Compensation

Multi‑year CEO cash compensation:

Notes:

• FY2025 CEO short‑term incentive metrics were consolidated revenue (67% weight) and adjusted EBITDA (33%), with a 50–200% payout curve; both exceeded maximum thresholds in FY2025 .
• Company uses a pay‑for‑performance framework anchored to revenue and adjusted EBITDA .

Performance Compensation

Short‑term cash incentive (FY2025 – CEO):

Long‑term equity (FY2025 grants and vesting):

Program design and governance:

• Company emphasizes long‑term equity (RSUs; PSUs for CEO) with multi‑year vesting; no stock options were granted in FY2025 .
• Clawback policy adopted Oct 26, 2023 applies to current/former executive officers for restatement scenarios (Dodd‑Frank compliant) .
• Say‑on‑pay support was ~98.6% in 2024; the Compensation Committee made no structural changes in FY2025 as a result .

Equity Ownership & Alignment

Beneficial ownership and control (as of June 11, 2025):

Vested vs unvested and outstanding awards (as of 3/31/2025):

Trading, pledging, and hedging:

• Insider trading policy prohibits hedging, short selling, derivatives, margin accounts, and pledging; a one‑time exception allowed Tangney to pledge <5% of his holdings for a loan in Nov 2023; the loan was terminated and pledged shares released in May 2025 .
• Executives are encouraged to use 10b5‑1 trading plans .

Ownership guidelines and perquisites:

• Proxy does not disclose specific executive stock ownership guidelines for Tangney; perquisites were not material (> $10,000) for NEOs in FY2025; 401(k) match up to $3,000 .

Employment Terms

• CEO employment: At‑will under an April 2010 offer letter; eligibility for annual performance incentive and equity; benefits consistent with employee plans .
• Change‑in‑control: Company provides double‑trigger vesting for equity upon a change in control; plan‑level provisions allow for acceleration if awards are not assumed in a sale event .
• Severance: No specific CEO severance terms are described in the 2025 proxy (detailed severance is disclosed for other NEOs, not for CEO) .

Risk Indicators, Litigation, and Related Parties

• Legal proceedings: Securities class action and derivative suits filed beginning April 2024 regarding disclosure of user count/engagement; defendants (including CEO) intend to defend vigorously; securities case in discovery .
• Related party: Investors’ Rights Agreement includes Tangney and affiliated entities (registration rights) .
• Hedging/pledging: Company‑wide prohibition with a single historical CEO exception now terminated (see above) .

Compensation Structure Analysis

• Mix and alignment: FY2025 CEO pay blend shifted meaningfully toward performance‑linked equity (RSUs/PSUs) and introduced a results‑based cash bonus tied to revenue and adjusted EBITDA, with maximum outcomes requiring above‑plan performance; FY2025 results triggered max payout and PSU certification at 200% of target .
• Trend signals: Year‑over‑year increase in CEO base salary (to $600k) and restoration/introduction of annual cash incentive; long‑term orientation maintained via multi‑year equity vesting .
• Shareholder feedback: Very strong say‑on‑pay support (~98.6% in 2024) suggests investor acceptance of the program design .

Director Compensation (as a Director)

• Employee directors receive no additional compensation for board service .
• For context, non‑employee director policy in FY2025: $35,000 annual cash retainer; committee retainers; annual RSUs ~$200,000; initial RSUs ~$400,000; acceleration on sale events (caps apply) .

Performance & Track Record

• Multi‑year operating performance: Revenue rose from $343.5mm (FY2022) to $570.4mm (FY2025); net income rose from $154.8mm to $223.2mm over the same period .
• Market performance (since IPO base): Value of a $100 DOCS investment was $109.49 in FY2025 vs $162.45 for the S&P 500 IT peer group .
• Pay versus performance: FY2025 “compensation actually paid” to the PEO reflects equity valuation changes and strong operating outcomes; see pay‑vs‑performance table for detail .

Say‑on‑Pay & Peer Benchmarking

• Say‑on‑pay approval: Approximately 98.6% support at the 2024 annual meeting; committee made no changes to FY2025 program in response .
• Peer group methodology: Application software and healthcare tech peers; revenue $225mm–$1.2bn; market cap $1.5bn–$13bn; updated in October 2023 with Aon support .

Vesting Schedules and Potential Selling Pressure

• Near‑term RSU vesting: CEO RSUs vest 6.25% quarterly through Feb 15, 2028, creating regular settlement events .
• PSU vest: 168,154 PSUs scheduled to vest in full on May 15, 2027 (service condition), a single future settlement point .
• Recent liquidity events: FY2025 option exercises (178,334 shares; $13.23mm value realized) and stock vesting (63,059 shares; $3.55mm value realized) indicate realized gains and potential tax‑driven selling windows .

Equity Ownership & Control Considerations

• Supervoting structure: Tangney’s Class B holdings translate to ~76.3% of total voting power, with ~28.9% economic ownership, concentrating control and reducing hostile takeover risk .
• Hedging/pledging risk mitigated: Policy prohibits hedging/pledging; the one‑time CEO pledge exception was terminated with shares released in May 2025 .

Investment Implications

• Alignment: Compensation is tightly tied to revenue and adjusted EBITDA, with PSUs reinforcing pay‑for‑performance; strong 2024 say‑on‑pay support underscores investor alignment .
• Overhang and supply: Material ongoing RSU quarterly vesting through 2028 and a large 2027 PSU vest could create periodic supply; FY2025 exercises/vesting show CEO liquidity events to monitor around trading windows .
• Governance: Dual Chair/CEO role and ~76% voting control provide strategic continuity but concentrate authority; majority‑independent board and independent committees provide oversight; employee directors receive no extra fees .
• Risk flags: Active securities and derivative litigation; continue monitoring disclosures and outcomes; hedging/pledging policy is robust and the prior pledge has been unwound .
• Performance trajectory: Strong FY2025 execution (above‑max revenue and adj. EBITDA) supports incentive payouts; however, cumulative TSR since IPO trails the IT peer group, an area to watch as commercial execution and capital allocation evolve .