Justin Nyweide
nCinoAbout Justin Nyweide
Independent director of nCino since February 2025; age 45. Founding Partner and CIO of HMI Capital Management, serving on HMI’s Investment and Management Committees; previously Principal at KKR’s credit affiliate and roles at GTCR; began career in investment banking; Harvard University graduate . Classified as independent under Nasdaq rules (all directors except Executive Chairman and CEO are independent) . Member of the Audit Committee; not designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HMI Capital Management, L.P. | Founding Partner & CIO | Not disclosed | Serves on Investment and Management Committees |
| KKR (credit-focused affiliate) | Principal | Not disclosed | Credit investing experience |
| GTCR | Investment professional | Not disclosed | Private equity experience |
| Investment banking (early career) | Analyst/Associate | Not disclosed | Graduated Harvard with honors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retro Report (non-profit) | Board member | Not disclosed | Education-focused non-profit board |
| The Center for Investigative Reporting / Reveal (non-profit) | Former board member | Not disclosed | Prior non-profit governance role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee oversees financial reporting, auditor independence, related party transactions, and cybersecurity risk and incident preparedness .
- Independence: Board determined all directors except Executive Chairman and CEO are independent under SEC/Nasdaq rules; Audit, Compensation, and Nominating committees are fully independent .
- Attendance: In fiscal 2025 the board met 7 times; every director other than Jon Doyle attended ≥90%; Jon Doyle attended 70%. Nyweide joined in February 2025 (post fiscal year-end), so FY25 attendance stats do not apply to him .
- Lead Independent Director: Pam Kilday continues to serve as Lead Independent Director; maintains independent leadership given Executive Chairman role .
- Election result: Elected Class II director at June 18, 2025 Annual Meeting—For: 96,055,562; Against: 2,362,361; Abstain: 138,581; broker non-votes: 7,406,400 .
- Board declassification: Stockholders approved management proposal to declassify the board; directors transition to annual elections by 2028 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | Board member retainer |
| Audit Committee – Member fee | $10,750 | Increased from $10,000 (Jan 2025) |
| Audit Committee – Chair fee | $21,500 | Not applicable to Nyweide (member, not chair) |
| Compensation Committee – Member fee | $8,063 | If applicable (Nyweide not on this committee) |
| Nominating & Corporate Governance – Member fee | $4,300 | If applicable (Nyweide not on this committee) |
| Annual RSU grant | $185,000 grant-date fair value | Vests on earlier of 1-year anniversary or next annual meeting |
| Initial one-time RSU grant (new directors) | $185,000 grant-date fair value | Vests annually over 3 years |
Stock ownership guidelines: Directors must hold 3x annual base cash retainer ($105,000); 5 years to comply; must retain ≥50% of net shares until guideline is met . Hedging and pledging of Company stock are prohibited .
Performance Compensation
| Element | Structure | Metrics | Disclosure |
|---|---|---|---|
| Director equity | Time-based RSUs | None | No performance-based director awards disclosed; RSUs vest time-based |
Other Directorships & Interlocks
| Entity | Nature | Details | Governance Signal |
|---|---|---|---|
| HMI Capital Partners and affiliates | 5%+ shareholder | Beneficial ownership: 6,782,138 shares (5.9%); Schedule 13D/A names Justin C. Nyweide among reporting persons; shared voting/dispositive power; beneficial ownership disclaimed by reporting persons . | Potential influence/interlock: Nyweide is HMI CIO; Board deems him independent under Nasdaq/SEC . |
| Insight Partners (via director Jeff Horing) | 5%+ shareholder | Insight affiliates beneficially owned 4.1% as of record date; independent director Jeff Horing is associated; related-party transaction (Zest AI) tied to Insight resulted in realized gain for nCino in March 2025 . | Audit Committee oversees related party transactions . |
Expertise & Qualifications
- Corporate finance/investment expertise: CIO of HMI; prior investing roles at KKR credit affiliate and GTCR; investment banking background .
- Technology/financial services governance: Audit Committee member, with committee remit including cybersecurity oversight .
- Non-profit governance: Retro Report; prior role at The Center for Investigative Reporting / Reveal .
- Education: Harvard University (honors) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 2,195 | RSUs for which time-based vesting has been or will be met within 60 days of record date (April 21, 2025) . |
| Ownership as % of outstanding | <1% | Star in table indicates <1% of 115,215,186 shares outstanding . |
| Vested vs unvested | Vests within 60 days | Counted due to vesting within 60 days per SEC rules . |
| Hedging/pledging | Prohibited | Company prohibits hedging/pledging by directors . |
| Stock ownership guideline | 3x cash retainer ($105,000) | 5-year compliance period; retain ≥50% of net shares until met . |
Governance Assessment
- Positives
- Strong shareholder support for election (96.1M For vs 2.36M Against), supporting investor confidence .
- Independent status under Nasdaq/SEC; Audit Committee independence affirmed; committee remit includes related-party oversight and cybersecurity .
- Board moving to declassification (approved June 18, 2025), increasing annual accountability by 2028 .
- Director stock ownership guidelines and anti-hedging/pledging policies align incentives with shareholders .
- Watch items / potential conflicts
- HMI Capital is a significant shareholder (5.9%); Nyweide is HMI CIO and a Schedule 13D/A reporting person—potential influence/interlock; however, board deems him independent and Audit Committee independence criteria are met .
- Early tenure skin-in-the-game appears limited (2,195 RSUs vesting within 60 days; <1% ownership); monitor guideline progress over 5-year window .
- Not designated an Audit Committee Financial Expert; committee has other members designated FE (Collins, Ruh, Spruill) .
- Shareholder feedback signals
- 2024 say‑on‑pay approval ~95.9% supports compensation governance stability .
- 2025 say‑on‑pay approved (85.5M For, 12.7M Against; 360,769 Abstain) .
Related-party transactions: Zest AI investment and monetization tied to Insight Partners (beneficial owner) produced ~$1.2M realized gain; Audit Committee oversees related transactions .
Board attendance: FY2025 board met 7 times; all directors except Jon Doyle attended ≥90% (Doyle 70%); Nyweide joined post year-end .
Notes on Insider Trading and Section 16
- Section 16 compliance: Company states compliant in FY2025 except late filings for Insight Holdings Group, LLC and Jeff Horing; no mention of late filings by Nyweide .
- Recent insider transactions: Not disclosed in the proxy for Nyweide; monitor future Form 4 filings.