Carine S. Clark
DOMOAbout Carine S. Clark
Carine S. Clark (age 61) is Executive Chair of DOMO’s board and has served as a director since March 2019; she holds a B.A. in organizational communications and an M.B.A. from Brigham Young University, and currently serves as CEO of First Colony Mortgage (since June 2024) . Her background includes multiple CEO roles in SaaS and customer experience, senior marketing leadership at Symantec, Altiris, and Novell, and venture investing at Pelion Venture Partners, providing deep operating and go-to-market expertise relevant to DOMO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Colony Mortgage | Chief Executive Officer | Jun 2024–present | Operating CEO experience relevant to risk oversight |
| Lumio | Chief Innovation/Experience/People Officer | May 2022–Jun 2024 | Transformation, customer experience expertise |
| Pelion Venture Partners | General Partner | 2019–2022 | Investment, governance perspective |
| Banyan (acquired by Nuvi) | President & CEO | Jul 2017–May 2019 | SaaS operating leadership |
| Allegiance Software (merged into MaritzCX) | President & CEO | Jan 2013–Dec 2014 | Led to acquisition; continued as MaritzCX CEO until Dec 2016 |
| MaritzCX | President & CEO | 2014–Dec 2016 | Customer experience/operator credibility |
| Symantec; Altiris; Novell | Chief Marketing Officer; Senior Marketing roles | Prior to 2013 | GTM leadership; branding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Universal (NASDAQ) | Director; Chair Compensation; Member Audit; Member Nominating & Governance | Since Jun 2018 | Compensation oversight; audit participation; public board governance |
| Utah Governor’s Office of Economic Opportunity | Executive Board Member | Ongoing | Public policy and economic development network |
| Silicon Slopes | Executive Board Member | Ongoing | Industry network; ecosystem leadership |
| Various private companies & community groups | Director | Ongoing | Broader governance exposure |
Board Governance
- Structure: Chair-CEO split; Clark serves as Executive Chair, with Joshua James as CEO, enabling oversight separation .
- Independence: Board determined Clark is independent under Nasdaq rules; she serves on Audit and Compensation Committees, both meeting independence standards .
- Committee memberships and roles:
- Audit Committee: Member (chair is Dan Strong; Strong and Daniel are “financial experts”) .
- Compensation Committee: Member (chair is Daniel Daniel) .
- Nominating & Corporate Governance: Not a member; committee chaired by Jeff Kearl .
- Attendance: Board met 8 times in FY ended Jan 31, 2025; no incumbent director attended fewer than 75% of meetings of the board and committees of which they were a member . Note: None of the directors attended the 2024 annual meeting of stockholders (engagement signal to monitor) .
- Controlled company: DOMO is a Nasdaq “controlled company” due to CEO Joshua James’ voting control; may rely on exemptions from certain governance requirements, which reduces some investor protections if utilized .
Fixed Compensation
| Component (Quarterly unless stated) | Amount | Notes |
|---|---|---|
| Non-employee director base retainer | $10,000 per quarter | Outside director policy |
| Chair of the board retainer | $12,500 per quarter | Executive Chair role |
| Audit Committee member | $3,125 per quarter | Member-level fee |
| Compensation Committee member | $1,875 per quarter | Member-level fee |
| Nominating & Governance Committee member | $1,250 per quarter | Not applicable to Clark (not a member) |
| Ad hoc special committee service | Included | Footnote indicates additional fees may be included |
| FY2025 cash fees earned | $172,500 | Reported director compensation |
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-in-Control Treatment | Annual Limit |
|---|---|---|---|---|
| Initial RSU (one-time) | $357,000 | Vests over 3 years; one-third annually from director start date | Full vesting upon change-in-control, subject to service through date | $750,000 total cash+equity per fiscal year for any non-employee director |
| Annual RSU (recurring) | $175,000 per year | 100% vests on earlier of one-year anniversary or day prior to next annual meeting | Full vesting upon change-in-control, subject to service through date | $750,000 cap applies |
| FY2025 stock awards (accounting value) | $174,998 | RSUs granted under outside director policy; ASC 718 accounting | N/A | Within annual limit |
No director performance metrics are disclosed; director equity grants are time-based (no revenue/EBITDA/TSR metrics tied to director pay) .
Other Directorships & Interlocks
| Company | Relationship to DOMO | Potential Interlock/Conflict |
|---|---|---|
| Focus Universal (public) | Unrelated sector; Clark serves on comp (chair), audit, nom-gov committees | No DOMO-related transaction or interlock disclosed; standard external public board service |
| CEO role (First Colony Mortgage) | External full-time operating role | No related party transactions disclosed; monitor time commitments and any future business dealings with DOMO |
Expertise & Qualifications
- Operating CEO in software/services and mortgage sectors; extensive marketing/GTM leadership; venture investing experience .
- Public company committee leadership (Compensation Chair; Audit Member; Nom-Gov Member) at Focus Universal; adds compensation governance and financial oversight depth .
- Education: B.A. (organizational communications) and M.B.A., BYU .
Equity Ownership
| Holder | Shares Beneficially Owned | % Class B | Notes |
|---|---|---|---|
| Carine S. Clark | 59,898 Class B shares | <1% | 34,163 held; RSUs representing 25,735 shares scheduled to vest within 60 days of May 1, 2025 |
| Director ownership guideline | 5× annual cash retainers | N/A | Directors must retain equity valued at 5× total annual cash retainers within the guideline timeline; ongoing retention required after dispositions |
| Hedging/Pledging | Prohibited | N/A | Company prohibits hedging and pledging; waivers granted only for Joshua James and Daniel Daniel; no waiver disclosed for Clark |
Governance Assessment
- Independence and committee effectiveness: Clark is independent (Nasdaq), serves on both Audit and Compensation—key risk and pay oversight committees—supporting governance quality; Audit committee includes two financial experts (Strong, Daniel), with Clark as a third independent member .
- Alignment and incentives: Director pay uses modest cash retainers plus time-based RSUs with clear vesting; change-in-control full vesting is standard but removes performance linkage; annual director compensation limit ($750k) mitigates excess .
- Attendance and engagement: ≥75% attendance threshold met for FY2025; lack of attendance at 2024 annual meeting noted for all directors—monitor investor engagement optics .
- Controlled company risk: Majority voting control by CEO Joshua James may reduce governance protections if controlled company exemptions are relied upon; board currently complies but may rely on exemptions in future .
- Related-party exposure: Company policy requires audit committee review/approval of related party transactions >$120k; no related-party transactions disclosed involving Clark; insider policy prohibits hedging/pledging, with waivers only for James and Daniel .
Red Flags to monitor
- Controlled company status (potential reliance on exemptions) .
- Universal non-attendance at the 2024 annual meeting (optics on shareholder engagement) .
- Change-in-control acceleration of director equity removes performance linkage, though common in market .
Positive Signals
- Independent status; dual service on Audit and Compensation enhances board oversight .
- Clear director equity ownership guideline (5× cash retainers) supports long-term alignment .
- Anti-hedging/pledging policy without waiver for Clark (alignment with shareholders) .
Appendix: Committee and Compensation References
- Executive Chair role: Clark; Chair-CEO split .
- Audit Committee: Members Strong (Chair), Daniel, Clark; 4 meetings; charter on IR site .
- Compensation Committee: Members Daniel (Chair), Strong, Clark; 4 meetings; charter on IR site .
- Nominating & Corporate Governance: Members Kearl (Chair), Pestana, Wright, Soto; 4 meetings .
- Outside Director Compensation Policy: cash retainers and equity program; initial $357k RSU; annual $175k RSU; vesting terms; change-in-control acceleration; $750k annual cap .
- FY2025 Director Compensation Table: Clark cash $172,500; stock awards $174,998; total $347,498 .
- Beneficial ownership (as of May 1, 2025): Clark 59,898 Class B shares; <1% .
- Director equity ownership guidelines: 5× annual cash retainers .
- Insider trading policy: anti-hedging/anti-pledging; waivers for James and Daniel only .