Joshua G. James
DOMOAbout Joshua G. James
Joshua G. James, 51, is Founder, Chief Executive Officer, and a director of Domo, Inc., serving as CEO/director since March 2023 and previously from September 2010 to March 2022 . He co-founded Omniture, took it public in 2006, and led the sale to Adobe in 2009, demonstrating prior value creation and capital markets execution . Under his current tenure, FY2025 revenue was $317.0 million (down 1% YoY), billings $310.2 million (down 3%), and adjusted free cash flow was $(12.9) million; Domo’s cumulative TSR metric declined from 44.88 (FY2024) to 34.97 (FY2025), indicating recent shareholder return pressure . The executive compensation program ties annual incentives to ARR, billings, and cash flow; FY2025 payouts were reduced to 72% of target, reflecting under-target performance in adjusted free cash flow and ARR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Domo, Inc. | Founder, CEO & Director | Sep 2010–Mar 2022; Mar 2023–present | Led strategy, capital raising; resumed leadership in 2023 to drive platform and ARR growth |
| Omniture, Inc. | Co‑founder & CEO | 1996–2009 | IPO in 2006; sale to Adobe in 2009, illustrating value creation and M&A execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Mercato Partners Acquisition Corp. | Director | Nov 2021–Jul 2022 | Public SPAC board; capital markets exposure |
| Silicon Slopes | Founder/Board | Various | Community and tech ecosystem leadership |
| Parity.org | Board member; co‑founder of Parity Pledge | Various | DEI advocacy network |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 500,000 | 500,000 |
| Target Bonus (% of salary) | 100% | 100% |
| Target Bonus ($) | 500,000 | 500,000 |
| Actual Bonus Payout (% of target) | 75% (committee discretion from 103% performance) | 72% |
| Actual Bonus ($) | 341,734 (settled in RSUs) | 360,000 (settled in RSUs) |
| Bonus RSUs Granted (#) | 35,634 | 43,584 |
| Summary Compensation Total ($) | 13,847,800 | 2,687,887 |
Performance Compensation
FY2024 annual incentive metrics and outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout Decision |
|---|---|---|---|---|---|---|
| ARR ($m) | 25% | 137.5 | 300.0 | 320.0 | 292.0 | Committee reduced overall payout to 75% of target |
| Billings ($m) | 50% | 167.5 | 344.0 | 353.0 | 321.1 | Committee reduced overall payout to 75% of target |
| Net Cash from Ops ($m) | 25% | (1.0) | 0.0 | 10.0 | 2.6 | Committee reduced overall payout to 75% of target |
FY2025 annual incentive metrics and outcomes:
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2025 | Payout Outcome |
|---|---|---|---|---|---|---|
| ARR ($m) | 25% | 147.5 | 295.0 | 320.0 | 281.6 | Overall bonus at 72% of target |
| Billings ($m) | 50% | 205.0 | 310.0 | 335.0 | 310.2 | Overall bonus at 72% of target |
| Adjusted Free Cash Flow ($m) | 25% | (1.0) | 4.0 | 10.0 | (12.9) | Overall bonus at 72% of target |
Long-term incentives (RSUs; four-year vesting: 1/4 on first anniversary, then 1/16 quarterly):
| Grant | Grant Date | Shares | Vesting Mechanics |
|---|---|---|---|
| CEO RSU | Apr 3, 2023 | 950,000 | 1/4 on Mar 20, 2024; 1/16 quarterly thereafter, service-contingent |
| CEO RSU | May 21, 2024 | 250,000 | 1/4 on Mar 20, 2026; then 1/16 quarterly, service-contingent |
| FY2024 Bonus RSU | Mar 20, 2024 | 35,634 | Fully vested bonus RSUs |
| FY2025 Bonus RSU | Apr 10, 2025 (approved) | 43,584 | Fully vested bonus RSUs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,263,659 Class A shares (100% of Class A); 1,022,375 Class B shares |
| Voting Power | 78.5% of total voting power (Class A has 40 votes/share; Class B has 1 vote/share) |
| Vested vs Unvested | Unvested RSUs at 1/31/2025: 534,375 (VC date 3/20/2023 grant) and 250,000 (VC date 6/20/2024 grant); total unvested 784,375 |
| Stock Vested in FY2025 | 451,259 shares; value realized $3,869,199 |
| Options (historical) | 616,921 options exercisable at $25.50, expired 9/3/2024 |
| Pledging/Hedging | Hedging and short sales prohibited; pledging generally prohibited—but Board granted waiver permitting Mr. James to pledge Class A and B shares (no amounts disclosed) |
| Director Ownership Guidelines | Directors must hold equity worth 5x annual cash retainers within 4 years; ongoing retention required (applies to board) |
Employment Terms
- Employment status: At-will; CEO subject to company’s broad-based benefits; perquisites limited and not material .
- Clawback policy: Adopted Nov 28, 2023, covering incentive-based compensation for three prior fiscal years upon restatement; applies to executive officers and RSUs/bonuses .
- Change-in-control and severance (expected CEO agreement in FY2026, aligned to prior disclosure):
- Termination without cause or for good reason (outside CIC period): Lump-sum 18 months base salary; up to 18 months COBRA premiums or equivalent taxable payments .
- Termination during CIC period (60 days before to 12 months after CIC): Lump-sum 18 months base salary; 150% of target annual bonus; 100% acceleration of all outstanding equity awards (performance awards at target); up to 18 months COBRA premiums or equivalent taxable payments; no excise tax gross-up; best-net cut provision applies .
- CIC definitions include changes in ownership/control of voting power >50%, board turnover, or sale of ≥50% of assets; “good reason” includes material pay reduction or material reduction in duties .
Board Governance
- Current board: Nine members; seven independent (Nasdaq standards). James and Jolley are non-independent .
- Leadership: Roles separated—Executive Chair (Carine S. Clark) and CEO (James) to balance oversight; Domo is a “controlled company” due to James’ majority voting power and may rely on governance exemptions (risk of reduced independent oversight) .
- Committees:
- Audit: Dan Strong (Chair), Daniel Daniel, Carine S. Clark; financial experts designated; 4 meetings in FY2025 .
- Compensation: Daniel Daniel (Chair), Dan Strong, Carine S. Clark; 4 meetings in FY2025; Compensia engaged as independent advisor .
- Nominating/Governance: Jeff Kearl (Chair), John Pestana, Ryan Wright, Renée Soto; 4 meetings in FY2025 .
- Board activity: Eight meetings in FY2025; all incumbents ≥75% attendance; directors did not attend the 2024 annual meeting .
Director Compensation & Say-on-Pay
- James receives no director fees; compensation only in executive capacity .
- Say-on-Pay approvals: FY2023 approval ~89.9%; FY2024 approval ~95.9%—indicating strong shareholder support for the program .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: annual bonus tied to ARR, billings, and cash flow; long-term RSUs as a significant portion of total compensation .
- RSU usage over options: Recent grants to James are time-based RSUs; historical options have expired—shift lowers risk and dilutive uncertainty while aligning with stock price over multi-year vesting .
- Cash conservation signal: Annual bonuses paid in fully-vested RSUs (not cash) in FY2024 and FY2025 to preserve liquidity .
- Discretionary adjustment: FY2024 payout reduced from formulaic 103% to 75% of target—discipline in pay-for-performance during mixed billings/net cash outcomes .
Related Party Transactions
- Family employment: Adam James (brother) base salary ~$225,000; Bobbi James (sister) base salary ~$75,000 and RSUs with grant-date fair value $4,605; both eligible for bonuses and standard benefits .
- Payments to family business: ~$262,809 paid to LATAM as a Service (father-in-law, Luis Bardin) for sales services .
- Donations: ~$78,625 donated to Silicon Slopes (James is on the board) .
- Registration rights: James held demand/S-3/piggyback registration rights that expired March 1, 2025; none exercised prior to expiry .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($m) | 319.0 | 317.0 |
| Billings ($m) | 321.1 | 310.2 |
| Non-GAAP Operating Margin (%) | 3% | 0% (decrease 3 ppt YoY) |
| Adjusted Free Cash Flow ($m) | (5.7) (per reconciliation) | (12.9) |
| Company TSR (value of $100) | 44.88 | 34.97 |
Equity Award and Vesting Schedule Details
| Award | Vesting Start | Unvested Shares at 1/31/2025 | Vesting Dates |
|---|---|---|---|
| RSU (Mar 20, 2023 grant) | 03/20/2023 | 534,375 | 1/4 vested 3/20/2024; 1/16 quarterly thereafter (Mar/Jun/Sep/Dec) subject to service |
| RSU (Jun 20, 2024 grant) | 06/20/2024 | 250,000 | 1/4 vests 3/20/2026; then 1/16 quarterly, subject to service |
Employment Terms Summary
| Provision | Key Terms |
|---|---|
| At-will employment | No fixed term; standard benefits; limited perquisites |
| Clawback | SEC/Nasdaq-compliant policy; recover incentive comp over last 3 fiscal years upon restatement |
| CIC/Severance (CEO expected in FY2026) | 18 months base salary; COBRA up to 18 months; CIC double-trigger severance includes 150% target bonus and full equity acceleration; best-net cut if 280G excise tax applies; no tax gross-ups |
Risk Indicators & Red Flags
- Controlled company status: Majority voting control by James; potential reliance on Nasdaq governance exemptions (lower independent oversight risk) .
- Pledging permitted by waiver: Board waived anti-pledging for James; pledging can magnify forced selling risk, though amounts pledged are not disclosed .
- Related party transactions: Family employment and payments to father-in-law’s company; oversight via audit committee policy, but presents conflict optics .
- Performance headwinds: TSR decline and negative adjusted free cash flow in FY2025; bonus payouts reduced to 72% of target .
Compensation Peer Group
- Peer construction emphasizes high-growth SaaS/business intelligence firms; Compensia engaged as independent advisor; peer list updated annually to reflect revenue/market cap criteria .
Say-On-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| FY2023 | ~89.9% |
| FY2024 | ~95.9% |
Investment Implications
- Alignment and control: James’ 78.5% voting power provides strategic continuity but introduces governance risk and potential minority shareholder protections gaps; pledging waiver adds an alignment red flag if leveraged positions exist .
- Incentive quality: Metrics (ARR, billings, cash flow) are operationally relevant; committee’s willingness to reduce payouts (FY2024) and settle bonuses in RSUs (FY2024–2025) signal discipline and cash conservation amid weaker free cash flow—positive for long-term alignment .
- Retention and change-of-control: Expected CEO CIC/severance provides market-standard protections and full equity acceleration on double-trigger, which should mitigate retention risk during strategic alternatives, but could increase transaction-related dilution optics .
- Execution risk: FY2025 declines in TSR, billings, and adjusted free cash flow underscore near-term execution challenges; equity-heavy compensation and strong say-on-pay support may keep focus on driving billings/ARR recovery and AI/data products scalability .