April Rieger
nCinoAbout April Rieger
Chief Legal & Compliance Officer and Secretary at nCino since September 2022; previously EVP, General Counsel & Secretary (Sep 2021–Sep 2022) and Assistant General Counsel (Jul 2018–Sep 2021). Age 45. Education: BA, University of Wisconsin–Madison; JD, Cornell Law School. Company performance context during her executive tenure: FY2025 revenue $540.7M vs $476.5M in FY2024; Non-GAAP operating margin improved from 13.0% (FY2024) to 17.9% (FY2025); annual bonus plan payout rose from 76% (FY2024) to 96% (FY2025); TSR (initial $100 investment since IPO) moved from $34.37 to $37.13 across FY2024–FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| nCino | Chief Legal & Compliance Officer and Secretary | Sep 2022–present | Leads legal/compliance and corporate governance; Corporate Secretary responsibilities |
| nCino | EVP, General Counsel & Secretary | Sep 2021–Sep 2022 | Oversaw legal, governance, and board support |
| nCino | Assistant General Counsel | Jul 2018–Sep 2021 | Supported corporate and litigation matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Williams & Connolly LLP | Attorney | Jan 2008–Jun 2018 | Broad corporate and litigation experience |
| U.S. District Court, S.D.N.Y. | Law Clerk to Hon. Paul A. Crotty | Aug 2006–Aug 2007 | Federal judiciary training and research |
Fixed Compensation
Multi-year compensation (Summary Compensation Table, USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $286,477 | $325,000 | $337,000 |
| Stock Awards | $3,661,866 | $1,486,048 | $1,891,366 |
| Non-Equity Incentive (Annual Bonus Paid) | $111,459 | $137,940 | $178,675 |
| All Other Compensation | $13,380 | $14,370 | $14,845 |
| Total | $4,073,182 | $1,963,358 | $2,421,886 |
Base salary progression and target bonus:
| Year | Base Salary | Target Bonus % / $ | Actual Bonus Paid |
|---|---|---|---|
| FY2024 | $330,000 | $181,500 (target) | $137,940 |
| FY2025 | $338,400 (+2.5%) | $186,120 (target) | $178,675 |
Notes:
- FY2025 “All Other Compensation” includes 401(k) matching and cell phone allowance; details in footnote (4) .
Performance Compensation
Annual cash bonus design (company-wide metrics):
| Metric | Weight | Threshold | Target | Maximum | FY2025 Actual | FY2025 Payout |
|---|---|---|---|---|---|---|
| Total Annual Revenue Growth | 60% | 10.5% | 14.0% | 18.5% | 12.5% | 48.0% of target |
| Non-GAAP Operating Margin | 40% | 12.5% | 17.0% | 19.5% | 17.9% | 48.0% of target |
| Overall Achievement | — | — | — | — | — | 96.0% |
- FY2024 plan used the same two metrics; overall payout equaled 76% of target (Actuals: 16.7% revenue growth and 13.0% Non-GAAP operating margin) .
Equity awards and vesting:
- Structure: Time-based RSUs vest 25% annually over four years, subject to continued service .
- FY2025 grant (as of Apr 1, 2024): 53,504 RSUs; grant date fair value $1,891,366 .
Outstanding RSUs at FY2025 year-end (Jan 31, 2025) and market value ($34.01/share):
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 4/1/2024 | 53,504 | $1,819,671 |
| 5/1/2023 | 45,492 | $1,547,183 |
| 9/12/2022 | 27,824 | $946,294 |
| 2/1/2022 | 17,456 | $593,679 |
| 11/1/2021 | 3,441 | $117,028 |
| 2/1/2021 | 558 | $18,978 |
Fiscal 2025 RSU vesting and option exercises:
| Activity (FY2025) | Shares | Value Realized |
|---|---|---|
| RSUs vested | 42,590 | $1,306,363 |
| Options exercised | 7,855 | $166,297 |
Program changes:
- Compensation Committee signaled bonus metric redesign for FY2026 to align to defined growth initiatives, ACV targets, and expense management to tighten pay–performance linkage .
Equity Ownership & Alignment
Beneficial ownership (record date Apr 21, 2025):
| Category | Shares |
|---|---|
| Shares held directly | 12,459 |
| RSUs vesting within 60 days (countable for ownership guidelines) | 15,164 |
| Total beneficial ownership | 27,623 (<1% of outstanding) |
| Shares outstanding (for reference) | 115,215,186 |
Alignment policies:
- Stock ownership guidelines: CEO 3x base salary; other executive officers 1x base salary, with 5-year compliance window beginning Aug 8, 2023 or date of becoming a covered officer; until met, must retain at least 50% of net shares from vesting/exercise .
- Anti-hedging and anti-pledging: Executives and directors are prohibited from hedging or pledging company securities .
- Equity plan scale: 6.105M RSUs outstanding company-wide; 31.77M shares available for future issuance under equity plans as of Jan 31, 2025 .
Insider selling pressure indicators:
- Significant scheduled RSU vesting over the next 24–36 months across grants dated 2021–2024 (25% annually), supporting recurring supply from settlements; FY2025 realized vest value $1.31M .
Employment Terms
Amended and Restated Employment Agreement executed Dec 19, 2024 (applicable to continuing NEOs, including Rieger):
| Scenario | Cash Severance | COBRA Reimbursement | Equity Vesting |
|---|---|---|---|
| Termination without cause / good reason (not in connection with CoC) | 1x base salary + target bonus | Up to 12 months | Accelerated for awards that would vest in next 12 months |
| Termination without cause / good reason within 18 months post-CoC (double trigger) | 1.5x (base salary + target bonus) | Up to 12 months | Full acceleration of outstanding equity |
Estimated payments (as of Jan 31, 2025):
- Absent CoC: $524,520 cash; $1,876,604 accelerated equity; $17,230 welfare; aggregate $2,418,354 .
- On/after CoC (within 18 months): $786,780 cash; $5,042,833 accelerated equity; $17,230 welfare; aggregate $5,846,843 .
Restrictive covenants and governance:
- Non-compete and non-solicit: Six months post-termination for Rieger; 12 months for certain other executives .
- Clawback: Dodd-Frank compliant policy requiring recoupment of erroneously awarded incentive comp upon certain restatements .
Investment Implications
- Pay–performance linkage strengthened: FY2025 bonus metrics drove a 96% payout with Non-GAAP operating margin outperformance; Committee intends to further refine metrics to ACV and cost discipline, which should tighten incentive alignment with shareholder value drivers .
- Equity-heavy mix and time-based RSUs: Long-term incentives are entirely time-based RSUs (no PSUs), which lowers payout uncertainty and enhances retention but reduces direct linkage to relative TSR; scheduled vesting creates predictable settlement supply that may contribute to insider-related selling pressure around vest dates .
- Retention and change-of-control economics: Double-trigger acceleration and 1.5x cash in CoC, plus meaningful unvested RSU backlog, reduce voluntary departure risk; severance absent CoC (1x base + target and 12-month vest catch-up) is moderate and market-aligned .
- Alignment safeguards: Strong anti-hedging/pledging and ownership guidelines (1x salary for non-CEO officers) mitigate misalignment risk; Say-on-Pay support (~95.9% in 2024) indicates low governance friction on compensation .
- Ownership: Beneficial ownership is <1% (typical for non-founder legal officers); absence of pledging and presence of retention-focused RSUs lower red-flag risks associated with leverage or hedging .
Appendix – Additional Context
- Compensation peer group includes Appfolio, Appian, BlackLine, Q2 Holdings, Smartsheet, Workiva, and others; FY2025 philosophy targets 25th percentile for cash and 50th percentile for equity (shift from prior-year median posture) .
- Company prohibits option repricing without stockholder approval; no 280G tax gross-ups in executive program .