Dan Strong

About Dan Strong

Dan Strong, age 66, is an independent director of Domo, Inc., serving since March 2023; he chairs the Audit Committee and serves on the Compensation Committee, and is designated an “audit committee financial expert.” He previously held CFO roles at Signifyd (2019–2022), Health Catalyst (2015–2018), and Control4 (nearly eight years), where he helped lead Control4’s transition to a public company culminating in its 2013 IPO. He holds a B.S. in accounting from the University of Utah and completed executive courses on financial management practices at the University of Michigan and Harvard Business School .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair); Compensation (Member) .
• Independence: Board determined Mr. Strong is independent under Nasdaq rules; also independent for committee service .
• Audit committee financial expert: Board designated Mr. Strong (and Mr. Daniel) as audit committee financial experts, and Mr. Strong signed the Audit Committee Report .
• Attendance and engagement: Board held eight meetings in FY ended Jan 31, 2025; no incumbent director attended <75% of board/committee meetings. Audit Committee met 4 times; Compensation Committee met 4 times .
• Controlled company context: Domo is a “controlled company” under Nasdaq due to founder/CEO Joshua James’ majority voting power, which may exempt certain governance requirements if relied upon in the future .

Fixed Compensation

• Outside Director Cash Retainers (policy, effective Mar 3, 2022): $10,000 per quarter for non-employee directors; Audit Chair $6,250/quarter; Audit members $3,125/quarter; Compensation Chair $3,750/quarter; Compensation members $1,875/quarter; Nominating Chair $2,500/quarter; Nominating members $1,250/quarter .
• Outside Director Equity: Initial RSU grant valued at $357,000 upon joining; annual RSU grant valued at $175,000 on meeting date, with proration if joined near meeting date; annual grants vest over one year; initial grants vest over 3 years; director equity accelerates on change in control; annual total director compensation capped at $750,000 .

Performance Compensation

• Director pay is not tied to performance metrics; RSU awards for directors vest based on time, not performance .
• Compensation Committee oversight: FY2025 Executive Incentive Plan metrics (context for Mr. Strong’s Compensation Committee role) .

• FY2025 executive bonuses were paid in fully vested RSUs to conserve cash; total payout was 72% of target .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; members (Clark, Daniel, Strong) were not officers, and no reciprocal board/committee interlocks with DOMO executives reported .
• Third-party compensation of directors: None disclosed under Nasdaq Rule 5250(b)(3) .

Expertise & Qualifications

• Financial leadership: Multi-company CFO with public markets experience; led Control4’s IPO process in 2013 .
• Audit acumen: Designated audit committee financial expert; chairs Audit Committee overseeing accounting policies, internal controls, and auditor independence .
• Education: B.S. in accounting (University of Utah); executive financial management coursework (University of Michigan, Harvard Business School) .

Equity Ownership

• Beneficial ownership detail: 20,984 Class B shares held; 25,735 RSUs vesting within 60 days of May 1, 2025 .
• Director equity ownership guidelines: Must hold equity valued at 5× annual cash retainers by the later of 4 years from initial board service or adoption date (Nov 28, 2023). For Mr. Strong, deadline is March 3, 2027; compliance status is not disclosed .
• Hedging/pledging: Hedging and pledging prohibited; waivers granted only for Joshua James and Daniel Daniel. No waiver disclosed for Mr. Strong (no pledging) .
• Section 16 compliance: No delinquent filings disclosed for Mr. Strong; one correction disclosed for another officer (Thayne) .

Governance Assessment

• Strengths

  • Independent director designated as audit committee financial expert; chairs Audit Committee and serves on Compensation Committee, indicating strong governance engagement .
  • Attendance: Board and committees met regularly; no director fell below 75% participation, supporting board effectiveness .
  • Compensation oversight uses independent consultant (Compensia), with independence confirmed; robust pay governance and risk assessment described .
  • No related-party transactions disclosed involving Mr. Strong; anti-hedging/anti-pledging policy applies; no waivers for Mr. Strong .

• Red Flags and Watch Items

  • Controlled company status under Nasdaq may reduce investor protections if exemptions are used; ongoing monitoring of committee independence recommended .
  • Director equity ownership guideline compliance is not disclosed at the individual level; ensure progress toward 5× cash retainer by March 3, 2027 .
  • Broader related-party exposure exists in company context (founder/CEO family and affiliates), though not tied to Mr. Strong; governance committees should continue oversight .

Director Compensation (Policy vs. Actual)

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay approval was approximately 95.9% of votes cast, indicating strong investor support for executive compensation program overseen by the Compensation Committee .

Related Party Transactions (Context)

• Policy requires Audit Committee approval/ratification; exemptions defined; transactions disclosed mainly involve the founder/CEO’s family and affiliates and Daniel’s spouse; none reported for Mr. Strong .

Employment & Contracts (Director Context)

• Directors are covered by the standard Outside Director Compensation Policy; director equity fully vests on change in control . Executive clawback policy applies to incentive-based compensation for executive officers; director equity awards under the Plan are subject to potential recoupment if specified in award agreements and to the Clawback Policy where applicable .