Greg Orenstein
nCinoAbout Greg Orenstein
Greg Orenstein, 55, is Chief Financial Officer & Treasurer of nCino (NCNO) since January 2023, after senior corporate development and legal roles at nCino and S1 Corporation; he holds a B.A. from the University of Maryland and a J.D. from Emory University School of Law . Company performance metrics used for pay and evaluation include Total Annual Revenue Growth of 12.5% and Non-GAAP Operating Margin of 17.9% for FY2025, with overall bonus plan achievement at 96% . nCino’s FY2025 revenue was $540.657M and cumulative TSR since IPO measured $37.13 on a $100 initial investment through FY2025; the S&P 1500 Application Software peer TSR measured $173.21 over the same period . Shareholder support for executive pay was high, with ~95.9% approval in the 2024 say‑on‑pay vote .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| nCino | Chief Financial Officer & Treasurer | Jan 2023–present | Finance leadership; capital allocation; execution on margin and growth priorities . |
| nCino | Chief Corporate Development & Strategy Officer | Sep 2021–Jan 2023 | Strategy and M&A; platform expansion focus . |
| nCino | Chief Corporate Development & Legal Officer; EVP Corporate Development, Chief Legal Officer & Secretary | Dec 2019–Sep 2021; Oct 2015–Nov 2019 | Scaling legal, governance, and corporate development through growth and IPO readiness . |
| S1 Corporation | SVP Corporate Development, Chief Legal Officer & Secretary; prior roles | Apr 2007–Feb 2012; Mar 2000–Feb 2012 | Corporate development and legal leadership at public fintech vendor prior to acquisition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DLA Piper | Of Counsel | May 2014–Sep 2015 | Legal advisory, including services to nCino . |
| Consulting (various) | Consultant | Mar 2012–Apr 2014 | Strategic advisory to organizations including nCino . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 324,480 | 343,073 | 364,167 |
| Stock Awards ($) | 2,045,360 | 2,278,598 | 2,837,050 |
| Non‑Equity Incentive Plan ($) | 130,668 | 131,100 | 211,968 |
| All Other Compensation ($) | 45,625 | 47,642 | 51,149 |
| Total ($) | 2,546,133 | 2,800,413 | 3,464,334 |
| Pay Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 345,000 | 368,000 | +6.7% YoY . |
| Target Bonus (% of base) | 50% | 60% | Increased to align with market . |
| Actual Bonus ($) | 131,100 | 211,968 | Paid at 96% of target . |
Perquisites and other benefits (FY2025): lodging $20,324 and associated tax reimbursement $15,936; 401(k) match $12,489; cell phone allowance (amount not separately itemized) . Company provides broad‑based benefits, no nonqualified retirement programs; no 280G tax gross‑ups .
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (of target) |
|---|---|---|---|---|---|---|
| Total Annual Revenue Growth | 60% | 10.5% | 14.0% | 18.5% | 12.5% | 48.0% |
| Non‑GAAP Operating Margin | 40% | 12.5% | 17.0% | 19.5% | 17.9% | 48.0% |
| Overall Achievement | — | — | — | — | — | 96.0% |
Long‑term incentives: FY2025 target equity award value $3,000,000 in RSUs (time‑based) for Orenstein; awards vest in four equal annual installments on each of the first four anniversaries of grant date, subject to continued employment . Executive compensation practices include heavy variable/equity weighting, clawback policy, and prohibition on repricing/cancelling underwater options without shareholder approval .
| FY2025 RSU Grant | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 4/1/2024 | 80,256 | 2,837,050 | 25% on each of first four anniversaries of grant date (e.g., 4/1/2025, 4/1/2026, 4/1/2027, 4/1/2028) . |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 212,131 shares (<1% of outstanding) . |
| Direct shares | 188,880 . |
| RSUs vesting within 60 days of record date | 23,251 . |
| Outstanding options | 72,448 exercisable at $2.45 strike, grant 11/1/2015, expiration 11/1/2025 . |
| Outstanding unvested RSUs (as of 1/31/2025) | 5,405 (4/5/2021); 21,820 (2/1/2022); 69,753 (5/1/2023); 80,256 (4/1/2024); market values shown below . |
| Anti‑hedging/pledging | Hedging and pledging prohibited for directors and officers . |
| Ownership guidelines | 1× base salary for executive officers; 5 years to comply; 50% net shares retention until compliant . |
Outstanding equity awards (as of FY2025 year‑end):
| Instrument | Grant Date | Units (#) | Terms | Market Value ($) |
|---|---|---|---|---|
| Stock Option (exercisable) | 11/1/2015 | 72,448 | Strike $2.45; expires 11/1/2025 . | — |
| RSU | 4/5/2021 | 5,405 | Time‑based RSU (25% per year over 4 years) . | 183,824 |
| RSU | 2/1/2022 | 21,820 | Time‑based RSU (25% per year over 4 years) . | 742,098 |
| RSU | 5/1/2023 | 69,753 | Time‑based RSU (25% per year over 4 years) . | 2,372,300 |
| RSU | 4/1/2024 | 80,256 | Time‑based RSU (25% per year over 4 years) . | 2,729,507 |
FY2025 equity realizations:
| Action | Shares (#) | Value Realized ($) |
|---|---|---|
| Options exercised | 100,000 | 3,390,524 |
| RSUs vested | 57,238 | 1,762,785 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement status | Amended & restated on Dec 19, 2024 to align with market practices . |
| Non‑compete | 12 months post‑termination (Orenstein) . |
| Annual incentive participation | Company annual cash bonus program; metrics redesigned post‑FY2025 to align to growth initiatives, ACV, and expense management . |
| Severance (no CIC) | 1× base salary + 1× target bonus; up to 12 months COBRA; accelerated vesting of awards scheduled to vest in 12 months post‑termination (for Orenstein) . |
| Severance (double‑trigger CIC) | 1.5× (base + target bonus); up to 12 months COBRA; full acceleration of outstanding equity (upon qualifying termination within 18 months of CIC) . |
| Clawback | Dodd‑Frank compliant recoupment policy for erroneously awarded incentive comp after restatements . |
| Anti‑hedging/pledging | Prohibited for officers and directors . |
| Ownership guidelines | 1× base salary for executive officers; 5 years to comply; 50% net shares retention until compliant . |
Potential payments upon termination (estimates assuming 1/31/2025 and share price $34.01):
| Scenario | Severance Payment ($) | Accelerated Equity Value ($) | Welfare Benefits ($) | Aggregate ($) |
|---|---|---|---|---|
| Qualifying termination absent CIC | 588,800 | 2,028,008 | 17,460 | 2,634,268 |
| Qualifying termination on/following CIC | 883,200 | 6,027,729 | 17,460 | 6,928,389 |
Compensation Structure Analysis
- Shift toward time‑based RSUs for FY2025 LTI, with target equity value of $3.0M, aligning with market median equity positioning and emphasizing retention and stock price alignment .
- Cash pay increased modestly: base salary +6.7% YoY to $368k; target bonus increased from 50% to 60% of base to better reflect market, while maintaining pay‑for‑performance via revenue growth and non‑GAAP margin metrics .
- Governance safeguards include clawback policy, no 280G gross‑ups, and prohibitions on hedging/pledging; option repricing without shareholder approval is prohibited .
Say‑on‑Pay & Peer Benchmarking
- 2024 say‑on‑pay approval: ~95.9%; no program changes were made in direct response to the vote .
- Peer group used for FY2025 decisions includes SaaS/application software comparables such as Appfolio, Qualys, Smartsheet, Five9, BlackLine, Q2 Holdings, Workiva, among others; cash targeted near 25th percentile and equity at median of peers .
Investment Implications
- Alignment: High variable/equity mix, explicit revenue growth and margin metrics, stock ownership guidelines, and anti‑hedging/pledging policies support shareholder alignment and discourage short‑termism .
- Retention/exit economics: Double‑trigger CIC at 1.5× cash plus full equity acceleration and a 12‑month non‑compete balance retention with potential deal‑related overhang; absent CIC, 12‑month forward vesting acceleration is modest versus broader tech norms .
- Selling pressure signals: Time‑based RSU cadence (annual four‑year vesting) and historical option exercises (100k shares exercised in FY2025) suggest ongoing equity settlement activity; outstanding 2015 options reached expiration in 2025, reducing option‑related pressure going forward .
- Performance backdrop: FY2025 revenue growth and margin performance met most objectives (96% payout), but long‑run TSR underperformed peer TSR since IPO, keeping emphasis on execution of ACV growth and expense management in redesigned bonus metrics .