William Ruh
nCinoAbout William Ruh
Independent director (age 64) with more than three decades in financial services and fintech private equity. Serves since May 2013; currently President at Cairn Capital Management (since October 2016) and President of Ruh Advisory Corp. (since January 2005). Education: B.S. in Marine Transportation (SUNY Maritime College) and MBA (Duke University Fuqua School of Business) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital | Managing Principal; co-founder | Jan 1994–Nov 2013 | Led financial services private equity strategy |
| CCM Capital Opportunities Fund | Managing Principal | Nov 2013–Dec 2015 | Financial technology-focused private equity |
| Ruh Advisory Corp. | President | Jan 2005–present | Financial services consulting |
| Cairn Capital Management | President | Oct 2016–present | Merchant banking leadership |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| America One Racing | Chairman of the Board | Not disclosed | Non-profit sports organization |
| Several private companies | Board member | Not disclosed | Private companies (names not disclosed) |
No current public-company directorships disclosed; no disclosed interlocks involving companies where he serves and nCino suppliers/customers .
Board Governance
- Independence: Board determined Ruh is independent under SEC/Nasdaq rules; only Executive Chairman (Naudé) and CEO (Desmond) are non-independent .
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; designated Audit Committee Financial Expert .
- Meeting attendance: Board held 7 meetings in fiscal 2025; every director other than Jon Doyle attended at least 90% of board/committee meetings. Ruh attended the 2024 Annual Meeting .
- Leadership: Lead Independent Director is Pam Kilday; majority voting standard for uncontested elections; resignation policy upon failure to receive majority support .
- Risk oversight: Audit Committee (including Ruh) oversees financial reporting, internal controls, related-party transactions approval, and cybersecurity risk .
- Committee meeting counts in FY2025: Audit (4), Compensation (4), Nominating & Corporate Governance (3) .
Fixed Compensation
| Component | Fiscal 2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $79,563 | Includes $18,000 for special committee service |
| Annual board cash retainer (program) | $35,000 (member); $60,000 (non-employee chair) | Program parameters; if Chair is employee, retainer paid to Lead Independent Director |
| Audit Committee cash fees (program) | Chair: $21,500; Member: $10,750 | Increased vs prior year |
| Compensation Committee cash fees (program) | Chair: $16,125; Member: $8,063 | Increased vs prior year |
| Nominating & Corporate Governance cash fees (program) | Chair: $8,600; Member: $4,300 | Increased vs prior year |
Stock ownership guidelines for non-employee directors: 3× annual base cash retainer ($105,000) within 5 years; retain 50% of shares from vesting/exercise until met .
Performance Compensation
| Equity Award | Fiscal 2025 Value | Vesting and Structure | Grant Timing Details |
|---|---|---|---|
| Annual RSU (program) | $185,000 grant-date fair value | Vests on earlier of 1-year anniversary or next annual meeting, subject to continued service | |
| “Initial” RSU for new directors (program) | $185,000 grant-date fair value | Vests annually over 3 years, subject to continued service | |
| Ruh—Stock awards actually granted FY2025 | $183,856 | RSUs; ASC 718 fair value at grant date | |
| Outstanding RSUs (as of Jan 31, 2025) | 5,874 | Director-level outstanding RSUs; Ruh had 5,874 RSUs | |
| Annual grant dates | Board approved June 19, 2024; grants on June 20, 2024 | Differences vs target reflect stock price change between approval and grant date |
Policies strengthening alignment:
- Clawback policy adopted under Dodd-Frank; recoupment upon certain accounting restatements .
- Prohibition on hedging and pledging of company securities for directors/officers .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Public companies | None disclosed | n/a | None disclosed |
| America One Racing (non-profit) | Chairman | n/a | Non-profit; no related-party transactions disclosed |
| Private companies (various) | Director | n/a | Names not disclosed; no related-party transactions disclosed |
Compensation Committee interlocks: None; no insider participation noted .
Expertise & Qualifications
- Financial services and technology industry expertise; extensive PE/merchant banking background .
- Audit Committee Financial Expert designation .
- Education: BS SUNY Maritime; MBA Duke Fuqua .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 233,541 shares; less than 1% of outstanding |
| RSUs outstanding (as of Jan 31, 2025) | 5,874 RSUs |
| Options outstanding | None disclosed for Ruh (only Spencer Lake had options) |
| Shares pledged as collateral | Prohibited by policy |
| Director stock ownership guideline | 3× annual base cash retainer ($105,000); 5-year compliance window |
| Hedging | Prohibited |
Governance Assessment
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Strengths
- Independent director leading the Compensation Committee; Audit Committee financial expertise enhances oversight of pay and financial controls .
- Majority voting and resignation policy increase accountability; ongoing move toward board declassification via management proposal and stockholder proposal shows responsiveness to governance norms .
- Robust policies: clawback, anti-hedging/pledging, director and officer ownership guidelines .
- Compensation Committee uses independent consultant (Aon); committee concluded no conflicts despite separate engagements with the company .
-
Watch items / potential conflicts
- Board-level related party transactions existed (Insight Partners/Zest AI) and Naudé family employment; Audit Committee (including Ruh) is responsible for oversight and approval processes—no issues tied to Ruh disclosed .
- Special committee fees paid to directors (including $18,000 to Ruh) merit monitoring for scope and justification but are disclosed as ad hoc fees for special services .
-
Attendance/engagement signal
- ≥90% meeting attendance across board/committees (except Jon Doyle); Ruh attended Annual Meeting—supports engagement .
-
Shareholder sentiment
- 2024 Say-on-Pay approval 95.9% indicates broad support for pay practices overseen by the Compensation Committee chaired by Ruh .
Overall, Ruh’s independence, committee leadership, and financial expertise support board effectiveness. No specific related-party or interlock red flags tied to Ruh are disclosed; alignment policies and RSU-based director pay provide skin-in-the-game, with ownership guidelines enforced .