John Vaughan
DoximityAbout John Vaughan
John Vaughan serves as Doximity’s General Counsel, Corporate Secretary, and Chief Compliance Officer effective August 29, 2025, following his appointment disclosed on August 15, 2025 . Company performance during his initial tenure includes strong Q2 FY2026 results, with year-over-year revenue, net income, and adjusted EBITDA growth, framing the legal and compliance environment he now oversees .
| Metric | Q2 FY2025 | Q2 FY2026 |
|---|---|---|
| Revenue ($USD Thousands) | $136,832 | $168,525 |
| Net Income ($USD Thousands) | $44,154 | $62,059 |
| Adjusted EBITDA ($USD Thousands) | $76,148 | $100,830 |
Fixed Compensation
- The August 15, 2025 8-K announcing Vaughan’s appointment did not include compensation terms (base salary, bonus targets, or equity grants) .
- Doximity’s executive compensation framework for NEOs comprises base salary, short‑term incentives (cash or equity tied to individual objectives), and long‑term equity (RSUs/PSUs) reviewed with an independent compensation consultant (Aon) .
| Element | Objectives | Key Features |
|---|---|---|
| Base Salary (fixed cash) | Stability for core responsibilities | Reviewed annually; informed by market data and internal equity |
| Short‑Term Incentives | Motivate annual business and individual goals | Earned on achievement of individual objectives aligned to corporate goals |
| Long‑Term Incentives (equity) | Align with shareholders and retain talent | RSUs/PSUs sized by performance, existing holdings, and market data |
Performance Compensation
- For FY2025, the compensation committee used revenue and adjusted EBITDA performance metrics in CEO PSUs; this defines how performance equity is structured at the company level (weights, targets, payout curves) .
| Metric | Weighting | Target Range | Payout Range | Vesting |
|---|---|---|---|---|
| Revenue | 67% | $512–$535m target; >$570m for max | 50–200% (linear) | Full vest 5/15/2027, service condition |
| Adjusted EBITDA | 33% | $238–$244m target; >$250m for max | 50–200% (linear) | Full vest 5/15/2027, service condition |
- Company RSUs generally vest over two to four years; PSUs include service‑ and performance‑based conditions with potential above‑target payouts; total unrecognized RSU compensation was $135.3m and PSU compensation $28.0m as of 9/30/2025 .
Equity Ownership & Alignment
- Policy prohibits hedging, short sales, derivative transactions, margin accounts, and pledging of Doximity stock; a prior one‑time CEO exception was terminated and collateral released in May 2025 .
- Clawback policy applies to current and former executive officers, requiring recovery of erroneously awarded incentive compensation in the event of a restatement .
- Executives are encouraged to utilize Rule 10b5‑1 trading plans for orderly transactions .
Employment Terms
- Appointment: Vaughan assumed the roles of General Counsel, Corporate Secretary, and Chief Compliance Officer effective August 29, 2025 .
- Change-in-control mechanics: The company provides “double‑trigger” equity vesting upon a change in control (company policy) .
- Reference precedent (outgoing GC offer letter): Prior GC severance included six months’ salary, pro‑rated annual incentive, six months’ COBRA, and six months of equity vesting acceleration; under change‑in‑control, 100% equity acceleration applied—this is precedent for the role, not a disclosure of Vaughan’s terms .
Say‑on‑Pay and Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| FY2025 NEO Compensation Advisory Vote | 589,323,535 | 22,061,786 | 131,978 | 18,070,430 |
- 2025 advisory vote on NEO pay was approved, indicating supportive shareholder sentiment on the company’s compensation approach .
Risk Indicators & Red Flags
- Active legal matters include securities litigation and derivative actions; while not specific to Vaughan, they elevate the compliance and governance workload under the GC remit .
- Compensation governance mitigants include independent compensation committee, use of an independent consultant, long‑term vesting focus, clawback policy, and prohibitions on hedging/pledging .
Investment Implications
- Near‑term information gap: Vaughan’s base salary, bonus targets, equity grants, and severance terms are not yet disclosed; investors should monitor forthcoming Form 3/4 insider filings and the next DEF 14A for award structures, vesting schedules, and ownership alignment .
- Selling pressure: Company‑wide RSUs vest on multi‑year schedules and executives are encouraged to use Rule 10b5‑1 plans, which typically create predictable selling patterns upon vesting; anti‑hedging/pledging policies reduce alignment risk .
- Governance confidence: Strong say‑on‑pay support and established clawback/double‑trigger policies are positives; ongoing litigation heightens the strategic importance of the GC function and execution risk in legal/compliance oversight .