Renée Soto
DOMOAbout Renée Soto
Renée Soto, age 48, has served as an independent director of Domo since March 2023. She is a co‑founding partner of Reevemark, a boutique communications firm focused on financial media, investor relations and special situations; previously she founded Sotocomm, and was a Managing Director & Partner at Sard Verbinnen after beginning her career as an attorney at Cravath. She holds a J.D. from Harvard Law School (Harvard Law Review editor) and a B.A. from Harvard College, bringing deep capital markets communications and legal expertise to Domo’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reevemark | Co‑founding Partner | Sep 2018–present | Financial media, IR, special situations expertise |
| Sotocomm | Founder | May 2016–Sep 2018 | Media strategy and communications advisory |
| Sard Verbinnen | Managing Director & Partner | Joined 2005 (tenure preceding Sotocomm) | Strategic communications leadership |
| Cravath, Swaine & Moore LLP | Attorney | Early career | Legal training and capital markets exposure |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Reevemark | Co‑founding Partner | No disclosure of public board role | Boutique communications firm |
| Sotocomm (prior) | Founder | No | Pre‑Reevemark firm |
| Sard Verbinnen (prior) | MD & Partner | No | Strategic communications firm |
No other public company directorships or disclosed interlocks for Soto in the proxy .
Board Governance
- Independence: Board determined Soto is independent under Nasdaq rules; she serves on the Nominating & Corporate Governance Committee, which meets independence standards .
- Committee assignments: Nominating & Corporate Governance Committee member; Committee met 4 times in FY ended Jan 31, 2025; Jeff Kearl is chair .
- Board engagement: Board held 8 meetings in FY ended Jan 31, 2025; no incumbent director attended fewer than 75% of board and committee meetings of which they were a member. Notably, none of the directors attended the company’s 2024 annual meeting of stockholders .
- Controlled company: Domo is a Nasdaq “controlled company” with majority voting power held by the founder/CEO; the company may rely on governance exemptions, potentially reducing certain independence requirements versus non‑controlled peers .
- 2025 election support: Soto received 148,200,551 For votes; 3,173,893 Withheld; 9,794,204 broker non‑votes, and was elected to a one‑year term .
| 2025 Annual Meeting Vote (Director) | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Renée Soto | 148,200,551 | 3,173,893 | 9,794,204 |
Fixed Compensation
| Component | Policy Rate | Soto’s FY2025 Cash Fees | Notes |
|---|---|---|---|
| Non‑employee director retainer | $10,000/quarter | Included in total | Policy schedule |
| Nominating & Corporate Governance member | $1,250/quarter | Included in total | Policy schedule |
| Committee chair fees | NCG chair $2,500/quarter | N/A for Soto | She is not chair |
| Total cash fees (FY ended Jan 31, 2025) | — | $45,000 | Earned quarterly; includes ad hoc special committee service if any |
Performance Compensation
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU (non‑employee director) | $175,000 | 100% vests on earlier of 1‑yr anniversary or day before next AGM | Policy; determined from FMV at grant |
| Soto FY2025 Stock Awards (reported) | $174,998 | Per annual RSU grant cycle | ASC 718 grant‑date fair value |
| Initial RSU (on first appointment) | $357,000 | Vests 1/3 annually over 3 years | New director one‑time grant |
| Change‑in‑control treatment | Full accelerated vesting for director equity | Single‑trigger upon CoC for directors | Policy |
Domo does not tie director pay to performance metrics; director equity is time‑based to align with shareholder interests without compromising independence .
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Transactions |
|---|---|---|
| Renée Soto | None disclosed | No related‑party transactions disclosed involving Soto; audit committee must pre‑approve related‑party deals per policy |
Expertise & Qualifications
- Investor relations and special situations communications expertise; founding/operator experience (Reevemark; Sotocomm) .
- Legal training with Harvard Law School J.D.; editor of Harvard Law Review; began career at Cravath .
- Adds board skill depth in crisis communications, capital markets messaging, and governance stakeholder engagement.
Equity Ownership
| Item | Amount |
|---|---|
| Shares held (Class B) | 20,984 |
| RSUs scheduled to vest within 60 days of May 1, 2025 | 25,735 |
| Total beneficial ownership (May 1, 2025) | 46,719 |
| Ownership as % of shares outstanding | <1% (Class B shares outstanding 36,940,668) |
| RSUs outstanding (as of Jan 31, 2025) | 54,226 total; 13,476 vested |
| Anti‑hedging/pledging policy | Hedging/short sales prohibited; pledging prohibited for directors (waivers only for CEO and Daniel) |
| Director ownership guidelines | 5x annual cash retainers within 4 years of initial service or adoption date |
| Guideline threshold for Soto (5 × $45,000) | $225,000 |
| Indicative value of holdings at $8.47 close (Jan 31, 2025) | ≈$395,710 (46,719 × $8.47) |
Based on FY‑end pricing, Soto’s beneficial stake appears to meet the 5× retainer ownership guideline; compliance is formally assessed over the policy’s 4‑year timeline (guidelines adopted Nov 28, 2023) .
Governance Assessment
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Strengths
- Independence and relevant committee service (Nominating & Corporate Governance) with full independence compliance .
- Equity‑heavy director pay (~$175k annual RSU vs $45k cash), aligning interests with shareholders; single‑year RSU vesting supports ongoing board continuity .
- Ownership guidelines at 5× cash retainers encourage meaningful “skin‑in‑the‑game”; Soto’s FY‑end holdings indicate guideline alignment .
- Strong shareholder support in 2025 election (148.2M For; 3.17M Withheld) .
-
Watch‑items / Red flags
- Controlled company status concentrates voting power with the CEO; potential to rely on exemptions from certain Nasdaq independence requirements, elevating governance risk compared to non‑controlled peers .
- The company disclosed multiple related‑party transactions involving the CEO and affiliates; while none involve Soto, continued monitoring of audit committee oversight of related parties is warranted .
- Board engagement optics: no director attendance at the 2024 annual stockholder meeting despite >75% board/committee meeting attendance; investors may expect improved annual meeting participation .
-
Policies mitigating risk
- Insider trading policy with anti‑hedging/anti‑pledging (limited waivers only for specific insiders); director equity accelerates on change‑in‑control per policy but no tax gross‑ups disclosed for directors .
- Say‑on‑pay approval narrowly relevant to executives, but provides broader governance sentiment; 2025 say‑on‑pay passed with 142,014,551 For vs 9,314,759 Against .
Overall, Soto enhances board effectiveness through capital markets communications and legal acumen, with solid independence and ownership alignment. Key governance risk resides at the company level (controlled company status and CEO pledging disclosures), not in Soto’s individual profile .