NCINO INC (NCNO)
Sector: Information Technology
2026 Annual Meeting Analysis
NCINO INC · Meeting: June 18, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors Named in this Proxy Statement
Doyle has served since December 2019 and brings deep financial services and investment banking expertise; NCNO's 3-year return of -17.8% outperforms the disclosed peer median 3-year return of -29.2% by 11.4 percentage points, well below the 20-percentage-point underperformance trigger, so no TSR flag applies, and no overboarding, attendance, or independence concerns are noted.
Spruill joined in November 2022 and brings relevant technology and financial expertise; NCNO's relative TSR versus peers does not trigger a concern, and he meets independence, attendance, and qualification standards with no overboarding issues.
Dugatkin joined in December 2025 and is exempt from the TSR trigger as he has served fewer than 24 months; he brings strong technology and AI product expertise from senior roles at Box and Adobe relevant to nCino's platform strategy.
Yasutake joined in December 2025 and is exempt from the TSR trigger as he has served fewer than 24 months; his technology and AI leadership background at Airbnb, LinkedIn, and Edgevana is relevant to nCino's product direction.
All four director nominees pass the policy screens. NCNO's 3-year price return of -17.8% outperforms its disclosed peer group median of -29.2% by 11.4 percentage points, which does not breach the 20-percentage-point underperformance threshold applicable at negative absolute TSR levels. The two longer-tenured nominees (Doyle, Spruill) clear the TSR screen, and the two newly appointed nominees (Dugatkin, Yasutake) are exempt from the TSR trigger given their tenure of less than 24 months. No overboarding, attendance below 75%, or independence concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Sean Desmond
Total Comp
$3,094,629
Prior Support
86.8%%
The CEO's total compensation of $3,094,629 (fiscal 2025, as provided in the pre-extracted database, reflecting his role prior to becoming full-year CEO) is reasonable for a mid-cap software company CEO, and fiscal 2026 pay structures reflect an appropriate pay mix with a significant majority delivered as variable equity and performance-based cash bonuses tied to measurable metrics (Gross Annual Contract Value and Non-GAAP Rule of 40). The prior year say-on-pay vote received 86.8% support, well above the 70% threshold that would require a response, and the company maintains a Dodd-Frank clawback policy. NCNO's 3-year TSR of -17.8% actually outperforms its disclosed peer group median of -29.2%, so the pay-for-performance alignment check does not raise a concern about above-benchmark incentive pay being unjustified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$2,261,000
Non-Audit Fees
$0
EY has audited nCino since fiscal year 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees are zero — all fees paid were core audit fees — so the non-audit fee ratio is 0%, far below the 50% threshold. EY is a Big 4 firm appropriate for a $2 billion market-cap company, and no material restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of an Amendment to the Company's Certificate of Incorporation to Permit Stockholders to Remove Any Director With or Without Cause
This is a board-proposed charter amendment, not a stockholder proposal — it would change the current rule that allows directors to be removed only 'for cause' to permit removal 'with or without cause,' which is a clear improvement for shareholders because it gives them more power to hold directors accountable. The company is already in the process of declassifying its board (approved by shareholders in 2025), and this amendment is the logical next step that Delaware law contemplates for a fully declassified board. Expanding shareholder removal rights is a mainstream governance improvement that aligns with shareholder interests and should be supported.
Overall Assessment
The 2026 nCino annual meeting presents a clean ballot with no major governance concerns: all four director nominees pass the TSR and qualification screens, EY is an appropriate auditor with no non-audit fee independence issues and a sub-25-year tenure, and the executive compensation program earned 86.8% support last year and uses measurable performance metrics with appropriate variable pay weighting. The one non-standard item — a board-proposed charter amendment to allow director removal without cause — is a pro-shareholder governance improvement that warrants support.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing