Jon Doyle
nCinoAbout Jon Doyle
Jon Doyle (age 60) has served as an independent Class III director of nCino since December 2019. He is Vice Chairman, Senior Managing Principal, and Head of the Financial Services Group at Piper Sandler (following the January 2020 Piper Jaffray–Sandler O’Neill merger). He holds a B.S. in Finance from the College of William & Mary. Board independence was affirmed by nCino’s board; he is not an employee of the company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler | Vice Chairman; Senior Managing Principal; Head, Financial Services Group | Jan 2020–present | Senior leadership of investment bank’s financial services coverage |
| Sandler O’Neill + Partners | Senior Managing Principal | Jan 2002–Jan 2020 | Led the firm until merger with Piper Jaffray |
| Hardware sales and commercial banking (prior roles) | Various positions | Not disclosed | Early-career operating/finance roles |
External Roles
- Executive role: Piper Sandler Vice Chairman; Senior Managing Principal; Head of Financial Services Group. No other public company directorships disclosed.
Board Governance
- Classification, term, and committees: Class III director; term expires at the 2026 annual meeting. Member, Nominating & Corporate Governance Committee; no chair roles.
- Independence: Determined independent under Nasdaq/SEC rules (non-employee).
- Attendance: Board held 7 meetings in FY2025; Jon Doyle attended 70% of total board and Nominating & Governance Committee meetings (below typical 75% threshold). Each director is encouraged to attend the annual meeting.
- Committee cadence FY2025: Audit (4), Compensation (4), Nominating & Corporate Governance (3).
- Governance environment: Board pursuing declassification (management proposal to declassify; stockholder proposal similar); majority voting for directors; hedging and pledging of company stock prohibited.
Fixed Compensation (Director)
| Component (FY2025) | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer (member) | $35,000 | Non-chair, non-employee retainer |
| Nominating & Corporate Governance Committee – Member fee | $4,300 | Member stipend (chair would be $8,600) |
| Special/Ad hoc fees | $0 | Not listed for Doyle (special committee fees paid to other directors) |
| Total Cash Fees Earned (FY2025) | $39,250 | Per Director Compensation Table |
Performance Compensation (Director)
Directors receive time-based RSUs (not performance-based). Annual RSU grant targets increased to $185,000 in FY2025; annual grants vest at the earlier of one year from grant or the next annual meeting, subject to service.
| Grant Type | Grant/Approval Dates | Fair Value | Shares/Status | Vesting Terms |
|---|---|---|---|---|
| Annual RSU (FY2025) | Approved Jun 19, 2024; granted Jun 20, 2024 | $183,856 | RSUs outstanding as of Jan 31, 2025: 5,874 | Vests at earlier of one year or next annual meeting; service-based |
Notes:
- Initial one-time RSU for new directors set at $185,000 (vests over 3 years); annual RSU target $185,000 from FY2025.
- Committee chair/member cash stipends were increased in FY2025 (Audit Chair $21,500/Member $10,750; Comp Chair $16,125/Member $8,063; N&CG Chair $8,600/Member $4,300).
Other Directorships & Interlocks
- Other public company boards: None disclosed for Doyle.
- Compensation committee interlocks: Company discloses none; Doyle is not on the Compensation Committee.
Expertise & Qualifications
- Core background: Corporate finance and financial services investment banking leadership (Sandler O’Neill, Piper Sandler).
- Education: B.S. in Finance, College of William & Mary.
- Committee expertise: Serves on Nominating & Corporate Governance; not designated an “audit committee financial expert” (designation held by Collins, Ruh, Spruill).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 69,540 shares | <1% of outstanding shares |
| Unvested RSUs outstanding (1/31/25) | 5,874 | As disclosed in director equity award footnote |
| Hedging and pledging | Prohibited for directors | Policy bans hedging and pledging of company securities |
| Director stock ownership guideline | 3x cash retainer ($105,000); 5-year compliance window; 50% net shares retention until met | Applies to non-employee directors |
Related Party / Conflicts Check
- Company disclosed related party items (e.g., Zest AI investment involving Insight Partners; family employment related to former CEO), but no related party transactions were disclosed involving Jon Doyle or Piper Sandler.
- Board independently assessed director independence; Doyle deemed independent.
Insider Trades (Section 16)
| Filing | Date Filed | Period of Report | Summary |
|---|---|---|---|
| Form 4 (Statement of changes in beneficial ownership) | Jun 23, 2025 | Jun 18, 2025 | Latest reported change in beneficial ownership; see filing for details. |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay received approximately 95.9% approval of votes cast.
Governance Assessment
-
Strengths:
- Independent director with deep financial services and capital markets expertise; service on Nominating & Corporate Governance Committee overseeing board composition, independence, and ESG oversight.
- Alignment policies: director ownership guidelines with retention; explicit prohibitions on hedging and pledging.
- No disclosed related-party transactions involving Doyle; independence affirmed.
-
Weaknesses / RED FLAGS:
- Attendance: 70% attendance at board and assigned committee meetings in FY2025, below typical investor expectations (often ≥75%). This can raise concerns about engagement and board effectiveness.
-
Evolving governance context:
- The board is pursuing declassification (management proposal) alongside a stockholder proposal, moving toward annual director elections, improving accountability optics.
Overall, Doyle brings sector-relevant finance expertise and is independent with standard director equity alignment, but the FY2025 attendance shortfall is a notable governance risk signal for investor confidence.