Jeffrey Horing - Director | nCino (NCNO) Executive Profile & Compensation

About Jeffrey Horing

Independent director at nCino since February 2015; age 61. Co‑founder and Managing Director of Insight Partners (1995–present) with prior roles at Warburg Pincus and Goldman Sachs. Education: dual B.S. (Moore School of Engineering) and B.A. (Wharton) from the University of Pennsylvania, and MBA from MIT Sloan. The Board has determined he is independent under Nasdaq rules. He currently holds no committee assignments. He attended at least 90% of Board/committee meetings in FY2025 and attended the 2024 Annual Meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
Insight Partners	Co‑founder, Managing Director	1995–present	Board experience across numerous technology companies
Warburg Pincus	Various positions	Prior to 1995	Private equity investing experience
Goldman Sachs	Various positions	Prior to 1995	Investment banking experience

External Roles

Organization	Role	Tenure	Notes
WalkMe Ltd.	Director	2016–2024	SaaS software implementation platform
monday.com	Director	2017–2024	Project management software
JFrog, Inc.	Director	2017–2023	Software supply chain platform
Alteryx, Inc.	Director	2014–2024	AI data analytics platform
University of Pennsylvania School of Engineering	Board of overseers member	Not disclosed	Academic board service
Various private companies	Director	Not disclosed	Multiple private board roles

Board Governance

Independence: Board determined all directors other than the Executive Chairman and CEO are independent; Horing is independent.
Committee assignments: None (not on Audit, Compensation, or Nominating & Governance).
Attendance: Board met 7 times in FY2025; every director other than Jon Doyle attended at least 90% of board and committee meetings; Horing attended the 2024 Annual Meeting.
Tenure/class: Class III director with term expiring at the 2026 annual meeting. The company is seeking to declassify the board, phasing to annual elections by 2028 (management Proposal Four).
Lead Independent Director: Pam Kilday serves as Lead Independent Director.
Shareholder engagement context: February 2025 cooperation agreement with HMI added Justin Nyweide (HMI CIO) to the Board and Audit Committee.

Fixed Compensation

Component	FY2025 Policy / Amount	Horing’s FY2025 Actual
Annual cash retainer (non‑chair director)	$35,000 per year	$35,000; paid to Insight Venture Management LLC
Committee retainers (members)	Audit $10,750; Compensation $8,063; Nominating $4,300	$0 (no committee assignments)
Committee chair retainers	Audit $21,500; Compensation $16,125; Nominating $8,600	$0
Special/Ad hoc fees	Permitted for special committee service	None disclosed for Horing

Performance Compensation

Award Type	Grant Date	Grant Date Fair Value	Vesting Terms	FY2025 Outstanding (as of 1/31/25)
Annual RSU	June 20, 2024	$183,856	Vests on earlier of one year from grant or next annual meeting, subject to service	5,874 RSUs
Initial one‑time RSU (if applicable to new directors)	Upon board entry	$185,000 policy value	Vests annually over 3 years, subject to service	Not applicable in FY2025 for Horing

No director performance metrics (director equity is time‑based, not performance‑based).

Other Directorships & Interlocks

Type	Details
Current public boards	None disclosed beyond nCino as of the 2025 proxy.
Prior public boards	WalkMe (2016–2024); monday.com (2017–2024); JFrog (2017–2023); Alteryx (2014–2024).
Investor affiliation	Co‑founder/MD of Insight Partners; originally joined nCino’s board in 2015 as Insight designee.
Related‑party exposure (Insight)	ZestFinance (Zest AI): nCino invested $2.5M in 2022; Insight Partners later acquired Zest AI; in March 2025, nCino received ~$3.7M (realized gain ~$1.2M).
Registration rights legacy	Investor Rights Agreement from Feb 2015 provides registration rights; terminates five years post‑IPO (July 2025).

Expertise & Qualifications

Venture capital, corporate finance, and technology governance expertise from Insight Partners and multiple public/private boards.
Degrees from University of Pennsylvania (engineering and business) and MIT Sloan (MBA).

Equity Ownership

Holder/Type	Shares/Units	Notes
Total beneficial ownership	4,713,721 (4.1% of outstanding)	Based on 115,215,186 shares outstanding at record date.
Through Insight affiliates	4,458,591 shares beneficially held by Insight‑affiliated entities (disclaimed except to extent of pecuniary interest)	Affiliation disclosed; Horing disclaims beneficial ownership of Insight‑held shares except to extent of pecuniary interest.
Direct personal holdings	111,729 shares
JPH entities	137,527 shares via JPH DE Trust Holdings LLC and JPH Private Investments LLC
RSUs (vesting within 60 days of record date)	5,874 shares underlying RSUs
Hedging/pledging	Company policy prohibits hedging and pledging by directors/officers.
Director ownership guidelines	3x annual cash retainer ($105,000 equivalent); 5‑year compliance window; 50% post‑vest holding until met.

Governance Assessment

Strengths
- Long-tenured, financially sophisticated independent director with deep software investing and board experience.
- Strong attendance and shareholder engagement (Annual Meeting attendance; ≥90% meeting participation).
- Equity‑heavy director pay structure (annual RSUs) supports alignment; robust anti‑hedging/pledging policy and director ownership guidelines.
Watch items
- 4% beneficial stake tied primarily to Insight affiliates and original designation by Insight; director cash fees remitted to Insight Venture Management LLC—monitor for perceived affiliation risk in sensitive votes.
- Related‑party exposure via Zest AI (Insight acquisition) underscores need for rigorous related‑party oversight; Audit Committee oversees such transactions.
- One late Form 4 for three transactions filed on behalf of “Jeff Horing” in FY2025 (minor compliance lapse).
Contextual signals for investor confidence
- Board declassification advancing via management proposal; if approved, all directors subject to annual elections by 2028.
- 2024 say‑on‑pay support ~95.9%, signaling broad shareholder approval of compensation governance.
- Constructive cooperation with HMI (added HMI CIO to Board/Audit Committee) suggests responsiveness to significant shareholders while maintaining a standstill framework.

Fixed Compensation (Detail Table)

Metric	Amount/Policy	Source
Director cash retainer (non‑chair)	$35,000
Horing FY2025 cash fees	$35,000 (paid to Insight Venture Management LLC)
Committee fees earned FY2025	$0 (no committee roles)
Equity grant policy	Annual RSU grant $185,000; initial RSU $185,000 for new directors

Performance Compensation (Detail Table)

Metric	Value	Terms
FY2025 stock awards (grant‑date fair value)	$183,856	Annual RSU granted June 20, 2024; vests at earlier of 1 year or next annual meeting, subject to service.
Outstanding RSUs (1/31/25)	5,874	Time‑based vesting; not performance‑based.

Other Directorships & Interlocks (Detail Table)

Company	Role	Tenure	Potential Interlock/Conflict Consideration
WalkMe	Director	2016–2024	None disclosed with nCino operations.
monday.com	Director	2017–2024	None disclosed with nCino operations.
JFrog	Director	2017–2023	None disclosed with nCino operations.
Alteryx	Director	2014–2024	None disclosed with nCino operations.
Insight Partners (affiliation)	Managing Director	1995–present	Related‑party exposure via Zest AI transaction and legacy investor rights.

Equity Ownership (Detail Table)

Category	Shares/Units	% Outstanding	Notes
Total beneficial ownership	4,713,721	4.1%	Based on 115,215,186 shares outstanding at record date.
Insight affiliates	4,458,591	n/a	Horing disclaims beneficial ownership except to extent of pecuniary interest.
Direct	111,729	n/a
JPH entities	137,527	n/a
RSUs (vesting within 60 days)	5,874	n/a

RED FLAGS

Affiliation/beneficial ownership through Insight Partners; cash fees remitted to Insight Venture Management LLC—monitor for conflicts in transactions involving Insight‑affiliated entities.

Related‑party transaction history (Zest AI) with Insight—requires continued robust Audit Committee oversight.

Section 16(a) compliance: one late Form 4 (three transactions) for Jeff Horing in FY2025.