William Spruill
nCinoAbout William Spruill
Independent Class III director at nCino since November 2022; age 57. Spruill serves on the Audit Committee and is designated an SEC “audit committee financial expert,” bringing deep technology, data, and financial oversight experience. The board held seven meetings in fiscal 2025, and every director other than Jon Doyle attended at least 90% of board and committee meetings, indicating strong engagement by Spruill. He is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Data Consortium (GDC) | Co‑founder, President | 2010–May 2022 | Built >50 enterprise channel relationships and a network of >120 data suppliers; drove ~$70M cumulative revenues; led sale to LSEG for $300M (one of the largest minority founder exits in U.S. enterprise tech). |
| London Stock Exchange Group (LSEG) | Senior Business Advisor | Jun 2022–Dec 2022 | Supported post‑acquisition integration and strategy. |
| 2ndF | President | Aug 2022–present | Mission‑driven organization focused on inclusive entrepreneurial growth in North Carolina’s Triangle region. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Angel investor (tech) | Investor/Mentor | Ongoing | Past exits include Union Metrics (sold to TrendKite/Cision), Magnus Health (PE acquisition), Loqate (acquired by GB Group UK). |
Board Governance
- Independence: Board determined Spruill is independent; only the Executive Chairman (Naudé) and CEO (Desmond) are non‑independent.
- Committee assignments: Audit Committee member; designated audit committee financial expert. Not a chair.
- Audit Committee oversight: Financial reporting/internal control, auditor independence, related‑party approvals, and cybersecurity/information security risk oversight.
- Attendance: Board met 7 times in fiscal 2025; all directors other than Jon Doyle attended ≥90% of board and committee meetings.
- Board leadership: Lead Independent Director is Pam Kilday; she leads executive sessions of the board.
- Structural evolution: Management proposed declassifying the board (annual elections phased in by 2028); board recommends “FOR.” A stockholder also proposed annual elections; board makes no recommendation.
| Committee | Role | Financial Expert | FY2025 Meetings Held |
|---|---|---|---|
| Audit | Member | Yes | 4 |
| Compensation | — | — | 4 |
| Nominating & Corporate Governance | — | — | 3 |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Details |
|---|---|---|
| Annual Board Cash Retainer (Member) | $35,000 | Non‑chair director cash retainer. |
| Audit Committee Member Fee | $10,750 | FY2025 member fee increased from $10,000 to $10,750. |
| Special Committee/Ad Hoc Fees | $18,000 | Additional cash for special committee service. |
| Total Cash Fees Earned (Spruill) | $63,627 | Reported FY2025 cash fees earned. |
Notes:
- FY2025 program increased committee chair/member fees and annual RSU grant levels to align with market (Aon review).
Performance Compensation
| Component (FY2025) | Amount/Structure | Vesting/Metrics |
|---|---|---|
| Annual RSU Grant (Target) | $185,000 fair value | Vests on the earlier of 1 year from grant or next annual meeting; service‑based only. |
| One‑time Initial RSU (for new directors) | $185,000 fair value | Vests annually over 3 years; service‑based only. |
| Stock Awards Reported (Spruill) | $183,856 | FY2025 grant date fair value under ASC 718. |
| RSUs Outstanding (Spruill, 1/31/2025) | 8,079 | Unvested RSUs outstanding as of FY2025 year‑end. |
Performance metric table (directors):
| Metric Type | FY2025 Design | Payout Link |
|---|---|---|
| Financial/ESG metrics in director equity | None disclosed | Director equity is time‑based RSUs; no performance targets. |
Compensation mix (Spruill FY2025): ~74% equity ($183,856) and ~26% cash ($63,627), reinforcing alignment with shareholder outcomes.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | No additional public company directorships disclosed for Spruill in the proxy. |
| Notable board interlocks | Insight Partners has a designee on nCino’s board (Jeffrey Horing). nCino had a related‑party investment in Zest AI tied to Insight; company realized a $1.2M gain on exit in March 2025. No disclosure of Spruill’s involvement. |
Expertise & Qualifications
- Technology/data identity verification operator (GDC co‑founder) with consortium model/partner ecosystem experience; led $300M exit to LSEG.
- Financial literacy and oversight credentials; designated audit committee financial expert.
- Entrepreneurial ecosystem leadership (2ndF) and active angel investor/mentor.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| William Spruill | 19,786 | <1% |
Ownership alignment policies:
- Director stock ownership guidelines: 3× annual base cash retainer ($105,000) within 5 years; must retain ≥50% of net shares until compliant.
- Prohibition on hedging and pledging by directors/officers.
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; strong attendance; equity‑heavy director pay mix; robust anti‑hedging/pledging and stock ownership guidelines; board moving to declassification; prior say‑on‑pay support of ~95.9% in 2024 suggests constructive investor sentiment.
- Potential conflicts/related party: No related‑party transactions disclosed involving Spruill; Insight‑linked Zest AI investment was overseen and exited—Audit Committee reviews related‑party transactions.
- Compensation signals: FY2025 increases to director RSU grant level ($185k) and committee fees reflect alignment to market; Spruill received $183,856 in stock awards and $63,627 in cash, plus $18,000 special committee fees—no meeting fees or options; awards are time‑based, avoiding risk of discretionary performance payouts.
RED FLAGS: None disclosed specific to Spruill (no pledging/hedging, no related‑party transactions, no attendance issues).
Watch items: Continued monitoring of special/ad hoc committee fees and stock ownership guideline compliance timelines for all directors.