Pierre Naudé
nCinoAbout Pierre Naudé
Pierre Naudé, 66, is Executive Chairman of nCino (since Feb 1, 2025) and a founder, having served as CEO from inception through Jan 31, 2025. He holds a B.S. in Finance and Management from Upper Iowa University . Under his tenure, revenue grew from $408.3M (FY2023) to $540.7M (FY2025), while EBITDA improved from -$46.1M to ~$30.8M*, though total shareholder return (TSR) since the IPO-tracking start has underperformed the S&P Application Software peer index ($37.13 vs $173.21 as of FY2025) [functions.GetFinancials]*.
Board governance: he is Executive Chairman (an employee), not independent; the board maintains a Lead Independent Director (Pam Kilday) to mitigate dual-role risks, and is advancing declassification to annual director elections, reflecting evolving governance standards .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| nCino, Inc. | CEO | From inception to Feb 1, 2025 | Founder-CEO; immersive knowledge of business |
| nCino, Inc. | Executive Chairman | Feb 1, 2025–present | Executive leadership as Board Chair |
| S1 Corporation | Divisional President | Oct 2005–Feb 2012 | Served through S1’s acquisition |
| Unisys | Vice President & Managing Partner | Jan 2004–Oct 2005 | Senior operating roles |
| Unisys | Managing Partner | Jan 2000–Dec 2003 | Senior operating roles |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Naudé |
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 | FY2026 (Exec Chairman terms) |
|---|---|---|---|---|
| Base salary ($) | 487,920 | 497,987 | 512,500 | 260,000 base while Exec Chairman |
| Target annual bonus ($) | — | — | 515,000 target; 494,400 actual | 260,000 target (Exec Chairman) |
| Stock awards ($, grant-date fair value) | 7,158,830 | 6,934,897 | 7,470,940 | $4,000,000 target equity opportunity for FY2026 |
| Other compensation ($) | 19,775 (incl. life insurance, 401(k)) | 20,664 | 21,259 | Continues prior-level benefits unless otherwise noted |
Notes:
- FY2025 RSU grant: 211,342 shares on 4/1/2024, vesting 25% annually over 4 years .
- Director compensation is not paid to Naudé when serving as an employee; he was excluded from director comp tables as CEO .
Performance Compensation
Annual Cash Bonus Plan (FY2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Total Annual Revenue Growth (%) | 60% | 10.5 | 14.0 | 18.5 | 12.5 (excl. FullCircl effects) | 48.0% |
| Non-GAAP Operating Margin (%) | 40% | 12.5 | 17.0 | 19.5 | 17.9 (excl. FullCircl effects) | 48.0% |
| Overall Achievement | — | — | — | — | — | 96.0% |
- Naudé’s FY2025 cash bonus paid: $494,400 (96% of target) .
- Program metrics for FY2026 expected to be redesigned toward ACV/growth initiatives and cost management (committee commentary) .
Long-Term Incentive (FY2025)
| Grant date | Type | Shares/Units | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| 4/1/2024 | RSUs | 211,342 | 7,470,940 | 25% per year over 4 years, service-based |
| FY2025 Target LTI value | RSUs | — | 7,900,000 | Target used to size RSU shares based on pre-set pricing dates |
Realized in FY2025 (company-wide vesting/option activity):
- Shares acquired on vesting: 165,963; value realized: $5,154,113 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 717,231 shares (includes 70,764 RSUs vesting within 60 days of record date) |
| Ownership as % of outstanding | ~0.62% (717,231 / 115,215,186) based on record-date shares outstanding |
| Unvested equity (as of 1/31/2025) | RSUs not yet vested: 25,000 (4/5/2021), 76,369 (2/1/2022), 212,293 (5/1/2023), 211,342 (4/1/2024) |
| Options | None disclosed for Naudé as of FY2025 year-end |
| Hedging/pledging | Prohibited for directors/executives; no pledging disclosed for Naudé |
| Stock ownership guidelines | CEO req: 3x base; other execs: 1x; compliance measured over 5 years; 50% retention of net shares until met |
Employment Terms
| Provision | Key terms |
|---|---|
| Executive Chairman Letter Agreement | Initial term to Feb 1, 2026; auto-renews annually unless 30 days’ non-renewal notice; base $260,000; target bonus $260,000; target FY2026 equity $4,000,000; continues prior compensation/benefits unless noted |
| Severance (no change in control) | 1x base salary + target bonus; COBRA up to 12 months (Naudé 12 months); accelerated vesting of equity scheduled to vest in next 24 months for Naudé (12 months for others) |
| Severance (within 18 months of change in control) | 1.5x base + target bonus; COBRA up to 18 months for Naudé (12 months others); full accelerated vesting of outstanding equity |
| Estimated payouts (as of 1/31/2025) | No CIC: $12.895M total ($1.03M cash, $11.855M equity accel, $10,595 benefits) ; With CIC: $19.416M total ($1.545M cash, $17.855M equity accel, $15,893 benefits) |
| Equity acceleration on forced board resignation | If requested to resign from the board before term-end, all unvested equity vests in full upon resignation (subject to release) |
| Non-compete / non-solicit | Non-compete 12 months (Naudé); non-solicit included; varying durations by executive |
| Clawback | Dodd-Frank compliant policy for erroneously awarded incentive comp upon accounting restatement |
| Anti-repricing | No repricing/cancellation of underwater options without stockholder approval |
| Tax gross-ups | No 280G tax gross-ups |
| Perquisites | Company-paid life insurance with tax reimbursement ($2,802 in FY2025); 401(k) match ($12,465) |
Board Governance (Service History, Committees, Independence)
- Board service: Director since operations; Chairman since May 10, 2022; Executive Chairman since Feb 1, 2025 .
- Independence: Not independent (employee Executive Chairman); CEO Sean Desmond also not independent; all other directors deemed independent .
- Committees: Naudé is not on Audit, Compensation, or Nominating & Corporate Governance committees .
- Lead Independent Director: Pam Kilday serves as LID; leads executive sessions and functions as liaison to Chair .
- Board declassification: Management proposed amending the charter to phase declassification and move to annual elections by 2028, requiring 66 2/3% vote; a separate stockholder declassification proposal is advisory with no board recommendation .
- Meetings: Board held seven meetings in FY2025; all directors except Jon Doyle attended ≥90% (Doyle 70%) .
Related Party Transactions (Governance Red Flags)
- Family employment (FY2025 comp): Son (Pierre W. Naudé) ~$360,000 (including $154,000 RSU grant fair value); daughter (Petra Sheaffer) ~$506,000 (including $299,000 RSU grant fair value); daughter-in-law (Corinne Naudé) ~$90,000 .
- Audit Committee oversees related party transactions per policy .
Compensation Committee Analysis and Say-on-Pay
- Committee: Independent Compensation Committee chaired by William Ruh; uses Aon as independent consultant; no conflicts found .
- Pay philosophy: Target 25th percentile for cash, median (50th percentile) for equity; heavy at-risk mix (cash bonus + RSUs) .
- Peer group: SaaS-focused mid-cap peers (e.g., Appian, BlackLine, Five9, Q2 Holdings, Workiva) .
- Say-on-Pay 2024: ~95.9% approval; committee made no changes solely as a result of the vote .
Performance & Track Record
Selected FY2025 business highlights include expanded multi-solution bank relationships, major European go-lives (ABN AMRO), first Banking Advisor deals in Australia and Czech Republic, largest Japan customer, and the acquisition of FullCircl to strengthen onboarding/data capabilities .
Financial Performance (context for pay-for-performance)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenue ($) | 408,315,000 [functions.GetFinancials] | 476,543,000 [functions.GetFinancials] | 540,657,000 [functions.GetFinancials] |
| EBITDA ($) | -46,131,000* [functions.GetFinancials] | 11,782,000* [functions.GetFinancials] | 30,825,000* [functions.GetFinancials] |
*Values retrieved from S&P Global.
Investment Implications
- Alignment and retention: Significant unvested RSUs (525k+ units) and ownership guidelines promote alignment; anti-hedging/pledging and clawback policies reduce agency risk .
- Dual-role risk: Executive Chairman status and non-independence raise governance concerns; mitigated by Lead Independent Director and a path to annual director elections .
- Change-in-control economics: Large equity acceleration and 1.5x salary+bonus multiplier imply meaningful cost in a transaction; board-resignation-triggered full acceleration is a notable provision affecting negotiation dynamics .
- Selling pressure: RSU vesting cadence (25% annually) plus FY2025 vesting realized ($5.15M value) can create periodic supply; no Form 4 data was available via our tools to assess recent discretionary sales .
- Pay-for-performance: FY2025 bonus metrics tied to revenue growth and non-GAAP margin (96% payout) appear aligned with top-line growth and improving profitability; TSR underperformance vs peers highlights continued execution risk despite fundamental progress .