David Jolley

About David Jolley

David Jolley (age 61) is a director of Domo, appointed March 7, 2025. He previously served as Domo’s Chief Financial Officer (Mar 5, 2023–Nov 1, 2024) and then as Executive Advisor until his separation and board appointment on March 7, 2025. Jolley spent 1997–2020 at Ernst & Young (EY) in senior roles, and holds an MBA from the University of Utah and a BS in Accounting from Brigham Young University .

Past Roles

External Roles

Board Governance

• Committee assignments: None listed for Jolley in 2025 (committee footnotes show Audit (1), Compensation (2), Nominating (3) for other directors only) .
• Independence: Not independent as determined by the board; only Messrs. James and Jolley were deemed non-independent given relationships/roles with the company .
• Board meetings and attendance: The board held 8 meetings 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 (Jolley joined post-FY on Mar 7, 2025) .
• Controlled company: Domo is a Nasdaq “controlled company” due to CEO Joshua James’ voting control, which permits exemptions from certain governance requirements (e.g., majority independent board, fully independent committees), though the board states current compliance; risk exists that exemptions may be utilized in the future .

Fixed Compensation

• FY2025 director compensation: Jolley did not receive director compensation for the fiscal year ended Jan 31, 2025 (appointed Mar 7, 2025) .

Performance Compensation

Executive incentive plan context (Jolley’s FY2025 eligibility ended when he resigned CFO Nov 1, 2024; he was not eligible for FY2025 bonus) .

Company results used to determine payouts for eligible executives: ARR $281.6M; Billings $310.2M; Adjusted FCF $(12.9)M; payout at 72% of target in fully-vested RSUs (Jolley not eligible) .

Other Directorships & Interlocks

• No current public company directorships disclosed for Jolley; prior roles at Cypress Five Star and Scalar appear to be private companies; current academic board role at Utah Valley University .
• No disclosed interlocks with Domo competitors/suppliers/customers specific to Jolley; broader related-party environment includes CEO family employment and vendor payments, and employment of a director’s spouse (see Related Party section) .

Expertise & Qualifications

• Financial/accounting expertise from EY senior leadership roles and CFO tenure at Domo .
• Education: MBA (University of Utah); BS Accounting (BYU) .
• Board qualifications: Brings financial sophistication; independence limited by recent executive service .

Equity Ownership

• Ownership guidelines: Directors must retain equity equal to 5x annual cash retainers within four years of initial service/adoption date; compliance status for Jolley not disclosed .
• Hedging/pledging: Company prohibits hedging and pledging; waivers exist only for CEO Joshua James and Director Daniel Daniel; no waiver for Jolley .
• Continued vesting: Per separation agreement, Jolley’s outstanding executive equity continues to vest while he remains a service provider (e.g., as a director) .

Fixed and Change-in-Control/Severance Provisions (from prior executive role)

• Separation agreement (effective Mar 7, 2025): One-time cash severance equal to 1 year’s base salary and annual target bonus; one-time lump sum to offset up to 12 months COBRA premiums; continued vesting of outstanding equity while serving as a service provider .

Say-on-Pay & Shareholder Votes (2025)

• Prior say-on-pay support: 2024 say-on-pay received approximately 95.9% approval of voting power present and entitled to vote .

Related Party Transactions & Conflict Checks

• Jolley: No related-person transactions specific to Jolley disclosed beyond his separation agreement terms .
• Company environment: CEO’s brother (base salary ~$225,000), sister (base ~$75,000 + RSUs $4,605), father-in-law’s company (LATAM as a Service) paid ~$262,809; employment of Director Daniel’s spouse (base ~$120,000). Policy requires Audit Committee pre-approval/ratification of related-party transactions; certain routine/limited transactions excluded by policy .

Governance Assessment

• Independence risk: Jolley is classified as non-independent due to recent executive service; independence could be reassessed after applicable Nasdaq/Exchange Act lookback periods. His continued vesting of prior executive equity while serving as a director raises alignment and independence considerations (potential incentive conflict) .
• Committee influence: Jolley holds no committee roles, limiting direct oversight influence on audit/compensation/nominating matters; this mitigates some independence concerns but also reduces governance contribution leverage .
• Ownership alignment: Personal stake is <1% of Class B; subject to director ownership guidelines; no hedging/pledging waivers for Jolley, which is positive for alignment .
• Controlled company dynamics: CEO’s voting control and related-party environment underscore governance risk; while Domo states current compliance with Nasdaq governance standards, exemptions could be relied upon, reducing investor protections .
• Shareholder support signals: Strong election support for Jolley at 151.28M “For” votes; say-on-pay passed with substantial margin in 2025 and high approval previously in 2024—indicates general investor confidence in compensation governance, though not director-specific .

RED FLAGS

• Non-independent director status (recent CFO/executive advisor) .
• Continued vesting of prior executive equity while in director role may create incentive misalignment (service-provider status) .
• Controlled company structure and multiple related-party relationships at the company level (not specifically tied to Jolley) .

Positive Indicators

• No hedging/pledging waiver for Jolley; adherence to insider trading policy supports alignment .
• No disclosed attendance shortfalls; board met 8 times in FY2025 with adequate participation .
• Strong shareholder vote support for Jolley’s election .

Appendix: Director Compensation Policy Vesting Mechanics

• Initial RSU (excluded for post-employment directors like Jolley): vests 1/3 on each of the first three anniversaries of non-employee director start .
• Annual RSU: 100% vest on earlier of 1-year anniversary or day prior to the next annual meeting; reduction to $87,500 applies if first became non-employee director during the 6–3 months window before AGM; requires ≥3 months of service prior to AGM .
• CoC: Full acceleration for non-employee director equity awards .