Sean Desmond
nCinoAbout Sean Desmond
Sean Desmond, 52, is nCino’s Chief Executive Officer and President and has served on the Board of Directors since February 1, 2025. He previously served as Chief Product Officer (May 2024–Jan 2025) and, from 2013–April 2024, as Chief Customer Success Officer; earlier roles include Informatica (1999–2013, most recently VP Global Delivery) and Platinum Technologies (1996–1999). He holds a B.B.A. from James Madison University . nCino reported FY2025 revenue of $540.7M, with Total Annual Revenue Growth for the FY2025 bonus plan measured at 12.5% and Non‑GAAP operating margin of 17.9%, producing a 96% of target bonus payout; the company’s TSR (value of $100 invested at IPO) stood at $37.13 as of Jan 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| nCino, Inc. | Chief Executive Officer & President; Director | 2025–Present | Overall leadership; provides insider perspective to board on strategy and operations . |
| nCino, Inc. | Chief Product Officer | 2024–2025 | Led global Product Development & Engineering . |
| nCino, Inc. | Chief Customer Success Officer | 2013–2024 | Oversaw implementation, support, adoption, and training for nCino Platform worldwide . |
| Informatica | Various roles incl. VP, Global Delivery | 1999–2013 (VP 2012–2013) | Led global delivery at enterprise cloud data management provider . |
| Platinum Technologies | Business Analyst | 1996–1999 | Database management software (acquired by CA) . |
External Roles
- No external public company directorships disclosed in the 2025 proxy biography for Mr. Desmond .
Fixed Compensation
| Item | FY2025 (as CPO) | Notes |
|---|---|---|
| Base Salary paid | $361,425 | Reflects time as CPO in FY2025. |
| Base Salary rate (from May 1, 2024) | $370,800 | Increased upon CPO promotion. |
| FY2026 CEO Base Salary (effective Feb 1, 2025) | $500,000 | Set in Amended Desmond Agreement. |
Performance Compensation
Annual Cash Bonus Framework (FY2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Total Annual Revenue Growth | 60% | 10.5% | 14.0% | 18.5% | 12.5% | 48.0% |
| Non‑GAAP Operating Margin | 40% | 12.5% | 17.0% | 19.5% | 17.9% | 48.0% |
| Overall Achievement | — | — | — | — | — | 96.0% |
| Executive | FY2025 Target Bonus | FY2025 Actual Bonus Paid |
|---|---|---|
| Sean Desmond (CPO) | $217,921 | $209,204 |
- FY2025 target bonus percentages were aligned to market; Mr. Desmond’s target increased from 50% to 60% of salary for FY2025 .
- FY2026 CEO target bonus: 100% of base salary per Amended Desmond Agreement (effective Feb 1, 2025) .
Long-Term Incentives (Equity)
| Grant | Grant Date | Type | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual LTI | 4/1/2024 | RSU | 53,504 | 25% annually over 4 years, time-based | $1,891,366 |
| Promotion LTI (CPO) | 5/1/2024 | RSU | 20,576 | 25% annually over 4 years, time-based | $617,692 |
- FY2025 LTI for NEOs was time-based RSUs vesting in four equal annual installments to support retention and alignment .
- FY2026 CEO target equity opportunity: $8.2 million (grant date fair value) per Amended Desmond Agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 418,600 shares (includes 154,929 shares owned, 235,276 options vested/exercisable within 60 days, and 28,395 RSUs vesting within 60 days) . |
| Percent of Shares Outstanding | <1% (asterisk in table) . |
| Outstanding Options | 235,276 options exercisable at $4.98; expiration 2/1/2027 . |
| Unvested RSUs at FY2025 YE | 5,405; 21,820; 69,753; 53,504; 20,576 (market values in proxy at $34.01 close) . |
| Ownership Guidelines | CEO 3x base salary; other execs 1x; 5-year compliance window from the later of Aug 8, 2023 or appointment; 50% net shares retention until compliant . |
| Hedging/Pledging | Prohibited for officers and directors (hedging and pledging) . |
| Clawback | Dodd-Frank compliant clawback policy for erroneously awarded incentive compensation . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Current Agreement | Amended and restated employment agreement effective Feb 1, 2025 (Amended Desmond Agreement) . |
| Base Salary | $500,000 (FY2026) . |
| Target Bonus | 100% of base salary (FY2026), subject to plan goals . |
| Target Equity | $8.2 million grant date fair value (FY2026) . |
| Severance (Non‑CIC) | 1x base salary + target bonus, up to 12 months COBRA, and accelerated vesting of any equity that would have vested within 24 months (extended for Mr. Desmond) upon termination without cause/good reason (subject to release) . |
| Severance (CIC + Qual. Termination within 18 months) | 1.5x (salary + target bonus), up to 18 months COBRA (extended for Mr. Desmond), and full acceleration of outstanding equity (subject to release) . |
| Restrictive Covenants | Non‑compete and non‑solicit post‑employment; for Mr. Desmond, non‑compete/non‑solicit generally six months after termination per original agreements framework . |
| Other Practices | No 280G tax gross‑ups; prohibition on option repricing without shareholder approval . |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since February 2025; nominated as Class II director in 2025 proxy . |
| Committee Roles | None listed for Mr. Desmond . |
| Independence | Not independent (as CEO); board otherwise majority independent . |
| Board Leadership | Executive Chairman (Pierre Naudé) is an employee; Lead Independent Director (Pam Kilday) continues to serve; roles of Chair and CEO are separated . |
| Declassification | Management and shareholder proposals regarding board declassification were presented in 2025; management proposed phased declassification subject to supermajority approval . |
Director Compensation
- Non‑employee director compensation includes cash retainers, committee fees, and RSUs; employee directors (e.g., CEO) do not receive additional director compensation under the program (e.g., CEO during FY2025 received no additional pay for board service) .
Compensation Structure Analysis
- Mix and at‑risk alignment: Significant portion of compensation delivered as variable pay and equity; pay practices include independent committee oversight, market benchmarking, and clawback; prohibitions on hedging/pledging and option repricing support shareholder alignment .
- Metric design: FY2025 annual bonus used revenue growth and Non‑GAAP operating margin; plan redesign going forward to align with growth initiatives, ACV targets, and expense management, signaling sharper operating discipline focus .
- Say‑on‑Pay: Strong 2024 support (95.9% approval), indicating investor acceptance of pay practices .
- Peer benchmarking: Compensation peer group focused on comparable SaaS firms; philosophy targets ~25th percentile for cash and 50th percentile for equity to balance cost and retention .
Performance Compensation (Detailed Table)
| Element | Metric/Design | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| FY2025 Annual Bonus | Total Annual Revenue Growth | 60% | 14.0% | 12.5% / 48% of target | N/A |
| FY2025 Annual Bonus | Non‑GAAP Operating Margin | 40% | 17.0% | 17.9% / 48% of target | N/A |
| FY2025 Overall | Composite | — | — | 96% of target | — |
| FY2025 Equity | Time‑based RSUs | — | — | — | 25% annually over 4 years |
| FY2026 CEO Bonus Target | Annual incentive | — | 100% of salary | — | N/A |
| FY2026 CEO Equity Target | RSUs/Equity | — | $8.2M GDFV | — | Per grant terms |
Equity Ownership & Vesting (Detailed)
| Security | Quantity/Terms | Reference |
|---|---|---|
| Beneficial ownership (total) | 418,600 | |
| Common shares owned | 154,929 | |
| Options exercisable (or within 60 days) | 235,276 @ $4.98, exp. 2/1/2027 | |
| RSUs vesting within 60 days | 28,395 | |
| Unvested RSUs at 1/31/2025 | 5,405; 21,820; 69,753; 53,504; 20,576 | |
| RSU vesting convention | 25% per year (time‑based) |
Employment & Contracts (Severance/CoC Economics)
| Scenario | Cash Severance | Bonus/COBRA | Equity Treatment |
|---|---|---|---|
| Termination without Cause / Good Reason (non‑CIC) | 1x base salary | Target bonus + up to 12 months COBRA (24‑month vesting look‑forward for Mr. Desmond) | Accelerated vesting of awards that would have vested within 24 months for Mr. Desmond (12 months for other NEOs) |
| CIC + Qualifying Termination (within 18 months) | 1.5x (salary + target bonus) | Up to 18 months COBRA for Mr. Desmond (12 months for other NEOs) | Full acceleration of outstanding equity |
Risk Indicators & Red Flags
- Hedging and pledging prohibited for officers and directors .
- Dodd‑Frank clawback adopted; no 280G tax gross‑ups; no option repricing without shareholder approval .
- Stock ownership guidelines and 50% net share retention until compliance enhance alignment (CEO 3x base; 5‑year window) .
Board Governance Considerations (Dual-role implications)
- Mr. Desmond serves as CEO and director but is not Board Chair; an Executive Chairman (employee) and a Lead Independent Director are in place, and the board is majority independent (excluding Executive Chair and CEO), providing a counterbalance to management influence .
- He holds no committee assignments, and key committees are composed of independent directors .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay approval | ~95.9% of votes cast supported executive compensation . |
Compensation Peer Group (FY2025)
“Appfolio, Inc.; Appian; BigCommerce; BlackLine; Clearwater Analytics; DoubleVerify; EngageSmart; Everbridge; Fastly; Five9; MeridianLink; N‑able Technologies; Paycor; Qualys; Smartsheet; SPS Commerce; Q2 Holdings; Varonis; Workiva” .
Investment Implications
- Alignment and retention: The FY2026 CEO package centers on high at‑risk pay (100% bonus target; $8.2M equity target) with prohibitions on hedging/pledging and ownership guidelines—supportive of shareholder alignment; non‑CIC equity acceleration extended to 24 months for Desmond improves retention but modestly increases severance equity exposure in non‑CIC separations .
- Incentive focus: Shift from broad revenue/margin plan toward growth initiatives/ACV and expense management should tighten linkage to forward ARR/ACV growth and operating discipline—watch for how FY2026 metrics are calibrated and the mix of quantitative vs. discretionary elements .
- Selling pressure/overhang: Multiple outstanding time‑based RSU tranches and a large legacy in‑the‑money option position indicate ongoing scheduled vesting; monitor 10b5‑1 plans and Form 4s for cadence, though hedging/pledging prohibitions and ownership guidelines mitigate adverse signaling .
- Governance: Dual role (CEO + director) is counterbalanced by an Executive Chairman and Lead Independent Director structure with independent committees; board declassification initiatives may further enhance accountability if approved .
- Pay practices risk: No gross‑ups, no option repricing, and a Dodd‑Frank clawback reduce governance risk; high Say‑on‑Pay support suggests current design is acceptable to investors .