Pam Kilday
nCinoAbout Pam Kilday
Pam Kilday (age 67) has served on nCino’s board since December 2019 and is the Lead Independent Director (since May 10, 2022). She is a member of the Compensation Committee. Previously, she was EVP and Head of Operations at Truist Financial (formerly SunTrust Bank) from May 2015 to April 2018, and held operations/technology leadership roles at Continental Bank of Illinois, Bank of America, Wachovia, and SunTrust. She holds a B.S. in Education from Tennessee Technological University and an M.S. from the University of Illinois at Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Financial (formerly SunTrust Bank) | EVP & Head of Operations | May 2015 – Apr 2018 | Led large-scale operations and technology execution |
| SunTrust Bank | Multiple executive roles in operations & technology | Not disclosed | Operations and technology leadership |
| Continental Bank of Illinois | Leadership roles | Not disclosed | Financial services operations |
| Bank of America | Leadership roles | Not disclosed | Financial services operations |
| Wachovia | Leadership roles | Not disclosed | Financial services operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: Board determined all directors other than the Executive Chairman and CEO are independent; Kilday is independent .
- Lead Independent Director: Serves as liaison to Chair, leads executive sessions, provides independent leadership .
- Committee assignments: Compensation Committee member; Compensation Committee met 4 times in FY2025; Audit Committee met 4; Nominating & Corporate Governance met 3 .
- Attendance: Board held 7 meetings in FY2025; every director other than Jon Doyle attended at least 90% of board and committee meetings; Kilday attended ≥90%. Kilday attended the 2024 Annual Meeting .
- Stock ownership guidelines: Directors must hold 3× annual base cash retainer (currently $105,000) within 5 years; must retain at least 50% of shares from vesting/exercise until compliant .
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging company securities .
Fixed Compensation
| Year | Cash Fees ($) | Special Committee Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| FY2025 (ended Jan 31, 2025) | 103,970 | 36,000 | 183,856 | 287,826 |
| FY2024 (ended Jan 31, 2024) | 153,238 | 87,362 | 170,561 | 323,799 |
Program structure (FY2025):
- Board retainer: Non-employee Chair $60,000; Members $35,000; if Chair is an employee, retainer paid to Lead Independent Director .
- Committee fees: Audit Chair $21,500 / Member $10,750; Compensation Chair $16,125 / Member $8,063; Nominating Chair $8,600 / Member $4,300; ad hoc fees for special services .
Performance Compensation
| Year | Annual Director RSU Grant ($ FV) | Vesting | Initial RSU for new directors ($ FV) | Notes |
|---|---|---|---|---|
| FY2025 | 185,000 | Vests on earlier of 1-year anniversary or next annual meeting | 185,000 | Annual grant date June 20, 2024; fair value varies with stock price |
| FY2024 | 170,000 | 1-year anniversary vesting | 170,000 | Annual grant date June 22, 2023; fair value varies with stock price |
- No director performance-vested equity metrics are disclosed; RSUs are time-based for directors .
- Kilday had RSUs outstanding as of Jan 31, 2025: 5,874 units .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock / Conflict |
|---|---|---|
| None disclosed | — | No related-party transactions involving Kilday disclosed; related-party items involve Insight Partners and Naudé family members . |
Expertise & Qualifications
| Area | Details |
|---|---|
| Education | B.S. Tennessee Technological University; M.S. University of Illinois at Chicago |
| Industry experience | 30+ years in financial services operations and technology across major banks |
| Board qualifications | Lead Independent Director; Compensation Committee member; independence affirmed |
| Governance | Leads executive sessions; liaison to Chair |
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 17,804; less than 1% of outstanding |
| RSUs outstanding (as of Jan 31, 2025) | 5,874 |
| Options outstanding | None (Option Awards $0) |
| Hedging/Pledging | Prohibited for directors |
| Ownership guidelines | 3× base cash retainer; compliance within 5 years; retain ≥50% of shares until compliant |
Governance Assessment
- Board effectiveness and independence: Kilday is independent, serves as Lead Independent Director, and participates actively via Compensation Committee membership; attendance ≥90% supports engagement .
- Compensation alignment: Director pay is balanced between cash fees and time-based RSUs; no performance-vested metrics for directors; special committee fees indicate ad hoc responsibilities (e.g., $36,000 in FY2025; $87,362 in FY2024) .
- Ownership alignment: Beneficial ownership of 17,804 shares and RSU holdings reinforce alignment; company imposes robust ownership and retention guidelines and bans hedging/pledging .
- Conflicts/related-party exposure: No Kilday-specific related-party transactions disclosed; broader related-party items involve Insight Partners (Zest AI investment) and family employment of the Executive Chairman—these are overseen by the Audit Committee under a written policy .
- Shareholder signals: Say-on-pay support strong—~95.9% approval at 2024 meeting; 2025 advisory vote passed (85,512,576 for; 12,683,159 against; 360,769 abstain). Board responsiveness evidenced by stockholder and management proposals to declassify the board passing on June 18, 2025, with the declassification amendment filed the same day .
- Compensation Committee practices: Committee wholly independent; uses Aon as compensation consultant; committee reviewed consultant independence and found no conflicts; Aon fees ~$147,750 (committee services) and ~$189,619 (company job review) in FY2025 .
Director Compensation Program Details (Reference)
| Component | FY2025 | FY2024 |
|---|---|---|
| Board cash retainer | Chair $60,000; Member $35,000 | Chair $60,000; Member $35,000 |
| Audit Committee | Chair $21,500; Member $10,750 | Chair $20,000; Member $10,000 |
| Compensation Committee | Chair $16,125; Member $8,063 | Chair $15,000; Member $7,500 |
| Nominating & Governance | Chair $8,600; Member $4,300 | Chair $8,000; Member $4,000 |
| Annual RSU grant | $185,000 FV; time-based vesting | $170,000 FV; time-based vesting |
Related Party Transactions & Risk Indicators
- Related party items disclosed: Insight Partners’ ownership and Zest AI investment disposition; family employment/compensation involving Pierre Naudé’s family. No loans to directors; Audit Committee oversees related party transactions per written policy .
- Risk indicators: Anti-hedging/pledging policy; Dodd-Frank clawback adopted; majority voting with resignation policy for directors; independent committees; strong shareholder support on say-on-pay; board declassification approved .
Compensation Committee Analysis
- Composition: Kilday (member), Spencer Lake (member), William Ruh (Chair); all independent, non-employee directors .
- Consultant: Aon engaged by the committee; independence reviewed with no conflicts; fees detailed above .
- Peer group: Comprehensive SaaS peer set used for compensation benchmarking (Appfolio, Five9, Smartsheet, SPS Commerce, Workiva, etc.) .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 say-on-pay approval | ~95.9% of votes cast approved |
| 2025 say-on-pay votes | For 85,512,576; Against 12,683,159; Abstain 360,769; Broker Non-Votes 7,406,400 |
| Board declassification (management proposal) | Approved: For 97,651,086; Against 858,762; Abstain 46,656; Broker Non-Votes 7,406,400 |
| Board declassification (stockholder proposal) | Approved: For 71,966,549; Against 10,761,613; Abstain 15,828,342; Broker Non-Votes 7,406,400 |
| Certificate amendment filed | Third Amended & Restated Certificate effective June 18, 2025; phased declassification through 2028 |
Equity Ownership Guidelines
| Guideline | Requirement |
|---|---|
| Director ownership | 3× annual base cash retainer ($105,000 currently) |
| Compliance window | Within 5 years of later of Aug 8, 2023 or becoming subject to guidelines |
| Counting shares | Includes outright, trust, employee plan, vested/unexercised options (in-the-money, after-tax), and nonvested time-based RSUs; excludes performance-based unvested awards |
| Retention | Retain ≥50% of net shares from vesting/exercise until in compliance |
RED FLAGS: None disclosed specific to Kilday. No related-party transactions involving her; strong attendance; independent leadership; anti-hedging/pledging policy. Broader governance improvements via board declassification and strong say-on-pay outcomes support investor confidence .