John Pestana
DOMOAbout John Pestana
John Pestana (age 51) has served as an independent director of Domo since March 2022. He is co-founder, CEO, and chairman of ObservePoint; previously co-founded Omniture Inc. (sold to Adobe in 2009); and founded EdgeCreek LLC. He chairs the board of non-profit Libertas and holds a B.S. in management from Brigham Young University. His entrepreneurial and technology-operator background underpins board service in product, data governance, and scaling software businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ObservePoint | Co-founder, CEO, Chairman | Founded Jan 2008; ongoing | Digital data governance platform leadership |
| Omniture Inc. | Co-founder; leadership roles | Until acquisition by Adobe in 2009 | Built web analytics leader; exit to Adobe |
| EdgeCreek LLC | Founder | Founded 2007; ongoing | Property management operations |
| Libertas (non-profit) | Chairman, Board of Directors | Since Jan 2013; ongoing | Governance leadership in non-profit context |
External Roles
| Organization | Role | Dates | Public/Private |
|---|---|---|---|
| ObservePoint | CEO, Chairman | 2008–present | Private |
| EdgeCreek LLC | Founder | 2007–present | Private |
| Libertas | Chairman | 2013–present | Non-profit |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committee assignments: Pestana is a member of the Nominating & Corporate Governance Committee (chair: Jeff Kearl). He is not on the Audit or Compensation Committees .
- Independence: The board determined Pestana is independent under Nasdaq rules; only Joshua James and David Jolley were not independent during service .
- Attendance and engagement: In FY ended Jan 31, 2025 the board met 8 times; no incumbent director attended fewer than 75% of board and committee meetings. No directors attended the 2024 annual meeting of stockholders .
- Committee activity: Nominating & Corporate Governance met 4 times in FY ended Jan 31, 2025; Audit met 4 times; Compensation met 4 times .
Fixed Compensation
| Fiscal Year Ended Jan 31, 2025 | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| John Pestana | 45,000 | Cash includes board retainer and committee member fee earned quarterly per policy |
| Outside Director Cash Policy (per quarter) | Amount ($) | Applies To |
|---|---|---|
| Non-employee director retainer | 10,000 | All outside directors |
| Chair of Board retainer | 12,500 | If applicable |
| Lead independent director retainer | 5,000 | If applicable |
| Audit chair / member | 6,250 / 3,125 | Committee service |
| Compensation chair / member | 3,750 / 1,875 | Committee service |
| Nominating & Gov chair / member | 2,500 / 1,250 | Committee service |
Performance Compensation
| Equity Component | Grant Value ($) | Vesting Terms | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (new director) | 357,000 | Vests over 3 years; 1/3 on each of first three anniversaries of director start, subject to service | All director equity fully vests and becomes immediately exercisable upon change in control, subject to service through date |
| Annual RSU (continuing director) | 175,000 | 100% vests on earlier of 1-year from grant or day prior to next annual meeting, subject to service | Same as above |
- Director equity awards are time-based RSUs; no performance metrics disclosed for director compensation (no TSR/EBITDA/ESG hurdles tied to director pay) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed |
| Private/Non-profit boards | ObservePoint (CEO/Chair), EdgeCreek LLC (Founder), Libertas (Chair) |
| Interlocks/conflicts | No related-party transactions disclosed involving Pestana; the company maintains a formal related-party transaction policy overseen by the Audit Committee |
Expertise & Qualifications
- Founder/CEO with deep experience in analytics and data governance (Omniture co-founder; ObservePoint CEO/Chair) .
- Technology operator and board chair credentials aligned to Domo’s SaaS analytics domain .
- B.S. in Management (BYU), supporting general management and governance role .
Equity Ownership
| Beneficial Ownership (as of May 1, 2025) | Shares | % of Class B | Breakdown |
|---|---|---|---|
| John Pestana total beneficial | 144,799 | <1% | 22,574 direct; 96,490 via Erutinmo LLC; 25,735 RSUs vesting within 60 days |
| Director equity ownership guidelines | Must hold equity worth 5× annual cash retainers (board + committees) within four years of service start or guidelines adoption | — | Adopted Nov 28, 2023; ongoing retention requirement |
| Anti-hedging/pledging | Hedging and short sales prohibited. Pledging prohibited for directors; waivers only for Joshua James and Daniel Daniel (not Pestana) | — | Policy per proxy; waivers noted |
| RSUs held (as of Jan 31, 2025) | 48,309 | — | 19,869 vested as of that date |
| Approximate value of beneficial shares at $8.47 (Jan 31, 2025) | ~$1,228,000 | — | 144,799 × $8.47 = ~$1.23M; price per proxy footnote |
Compensation Mix Analysis (FY ended Jan 31, 2025)
| Component | Amount ($) | % of Total |
|---|---|---|
| Cash fees | 45,000 | 20% |
| Stock awards (RSUs) | 174,998 | 80% |
| Total | 219,998 | 100% |
| Notes: Percentages derived from disclosed amounts . |
Governance Assessment
-
Strengths
- Independence and committee balance: Pestana is independent and serves on an all-independent Nominating & Corporate Governance Committee; overall seven of nine directors are independent .
- Ownership alignment: Material beneficial ownership and time-based RSUs; anti-hedging and anti-pledging policy applies to directors (no waiver for Pestana) .
- Clear director ownership guidelines: 5× annual cash retainers within four years promotes alignment .
- Board/committee activity: Nominating & Governance met 4 times; broad committee coverage across audit and compensation as well .
-
Watch items / RED FLAGS
- Controlled company status: Domo may rely on Nasdaq governance exemptions (e.g., majority independent board not required), potentially weakening minority investor protections .
- Change-in-control acceleration: Full single-trigger vesting of director equity upon change-in-control is shareholder-unfriendly and can misalign incentives in a sale scenario .
- Annual meeting engagement: No directors attended the 2024 annual meeting; signals weaker investor engagement norms .
-
Shareholder signals
- Say-on-pay support was strong at ~95.9% in 2024, indicating broad investor acceptance of compensation governance, which reflects positively on board oversight practices .
Employment & Terms (Director)
- Board tenure/terms: Single class of directors elected for one-year terms until the voting threshold date; Pestana has served since March 2022 .
- Attendance: No incumbent director below 75% attendance in FY ended Jan 31, 2025 .
Compensation Committee Context
- Compensation Committee independence and advisor: Committee is fully independent and retains Compensia; consultant performed no other services in FY 2025 and was deemed independent (no conflict of interest) .
Related-Party Transactions
- Policy & oversight: Formal related-party transaction policy under Audit Committee oversight; no disclosed related-party transactions involving Pestana .
Summary Implications
- Pestana brings founder/operator depth in analytics and governance, with independent status and committee participation supporting board effectiveness .
- Alignment is buttressed by equity ownership and strict anti-hedging/pledging policies, though single-trigger CIC vesting and controlled-company status are notable governance risks investors should monitor .