Cover
Cover | 12 Months Ended |
Jan. 31, 2024 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | nCino, Inc. |
Entity Central Index Key | 0001902733 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, CAP PEO non-PEO Value of Initial Fixed $100 Investment Based on: (4) Fiscal Year (1) Summary Compensation Table Total for PEO ($) (2) Compensation Actually Paid to PEO ($) (3) Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) Average Compensation Actually Paid to Non-PEO NEOs ($) (3) Total Shareholder Return ($) Peer Group Total Shareholder Return ($) (5) Net Loss ($) Revenue ($) (6) 2024 7,833,548 10,271,359 3,066,807 4,330,316 34.37 159.88 43,526,000 476,543,000 2023 8,059,437 1,794,534 3,890,638 (740,777 ) 31.23 106.08 101,844,000 408,315,000 2022 7,817,083 1,340,189 2,795,464 (4,053,065 ) 50.04 131.14 50,121,000 273,865,000 2021 3,477,984 52,715,812 1,723,813 18,253,944 78.28 118.37 41,270,000 204,293,000 (1) Mr. Naudé has served as the PEO for the entirety of fiscal 2024, 2023, 2022 and 2021 and our other NEOs for the applicable years were as follows: • 2024: Greg Orenstein; Sean Desmond; Josh Glover; and Matthew Hansen • 2023: Josh Glover; David Rudow; Greg Orenstein; April Rieger; and Matthew Hansen. • 2022: Josh Glover; David Rudow; Greg Orenstein; and Sean Desmond • 2021: Greg Orenstein and Josh Glover. (2) Amounts reported in this column represent (i) the total com pe (3) To calculate CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Naudé and for the average of the other NEOs is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 14, 2020 (the day on which regular-way (5) The TSR Peer Group consists of the component companies of the S&P 1500 Application Software Index. (6) The Compensation Committee determined that revenue is a core measure of the Company’s performance and stockholder value creation. Revenue indirectly impacts the compensation of our NEOs because it is reflected in both the Total Annual Revenue Growth and Non-GAAP CAP Adjustments Fiscal Year Summary Compensation Table Total ($) (1) Minus Grant Date Fair Value of Stock Awards Granted in the Current Fiscal Year ($) (2) Plus (Minus) Fair Value at Fiscal Year-end Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3) Plus (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (4) Plus (Minus) Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (5) Plus (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (6) Minus Fair Value as of Prior Fiscal Year-end Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (7) Compensation Actually Paid ($) Pierre Naudé 2024 7,833,548 (6,934,897 ) 8,910,634 566,116 — (104,042 ) — 10,271,359 2023 8,059,437 (7,158,830 ) 4,368,307 (2,826,186 ) — (648,194 ) — 1,794,534 2022 7,817,083 (6,874,000 ) 4,583,000 (3,778,054 ) — (407,840 ) — 1,340,189 2021 3,477,984 (2,561,060 ) 9,181,400 41,222,988 — 1,394,500 — 52,715,812 Other NEOs (Average) (8) 2024 3,066,807 (2,501,505 ) 3,214,179 520,201 — 30,634 — 4,330,316 2023 3,890,638 (3,317,732 ) 1,657,027 (1,962,871 ) 88,923 (412,548 ) (684,214 ) (740,777 ) 2022 2,795,464 (2,258,633 ) 1,467,614 (5,905,740 ) — (151,770 ) — (4,053,065 ) 2021 1,723,813 (1,250,630 ) 4,483,508 12,704,591 — 592,662 — 18,253,944 (1) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (2) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (3) Represents the fair value as of the indicated fiscal year-end (4) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (5) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6) Represents the change in fair value, measured from the prior fiscal year-end (7) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (8) See footnote 1 above for the NEOs included in the average for each year. | |||
Company Selected Measure Name | Revenue | |||
Named Executive Officers, Footnote | (1) Mr. Naudé has served as the PEO for the entirety of fiscal 2024, 2023, 2022 and 2021 and our other NEOs for the applicable years were as follows: • 2024: Greg Orenstein; Sean Desmond; Josh Glover; and Matthew Hansen • 2023: Josh Glover; David Rudow; Greg Orenstein; April Rieger; and Matthew Hansen. • 2022: Josh Glover; David Rudow; Greg Orenstein; and Sean Desmond • 2021: Greg Orenstein and Josh Glover. | |||
Peer Group Issuers, Footnote | The TSR Peer Group consists of the component companies of the S&P 1500 Application Software Index. | |||
PEO Total Compensation Amount | $ 7,833,548 | $ 8,059,437 | $ 7,817,083 | $ 3,477,984 |
PEO Actually Paid Compensation Amount | $ 10,271,359 | 1,794,534 | 1,340,189 | 52,715,812 |
Adjustment To PEO Compensation, Footnote | CAP Adjustments Fiscal Year Summary Compensation Table Total ($) (1) Minus Grant Date Fair Value of Stock Awards Granted in the Current Fiscal Year ($) (2) Plus (Minus) Fair Value at Fiscal Year-end Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3) Plus (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (4) Plus (Minus) Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (5) Plus (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (6) Minus Fair Value as of Prior Fiscal Year-end Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (7) Compensation Actually Paid ($) Pierre Naudé 2024 7,833,548 (6,934,897 ) 8,910,634 566,116 — (104,042 ) — 10,271,359 2023 8,059,437 (7,158,830 ) 4,368,307 (2,826,186 ) — (648,194 ) — 1,794,534 2022 7,817,083 (6,874,000 ) 4,583,000 (3,778,054 ) — (407,840 ) — 1,340,189 2021 3,477,984 (2,561,060 ) 9,181,400 41,222,988 — 1,394,500 — 52,715,812 Other NEOs (Average) (8) 2024 3,066,807 (2,501,505 ) 3,214,179 520,201 — 30,634 — 4,330,316 2023 3,890,638 (3,317,732 ) 1,657,027 (1,962,871 ) 88,923 (412,548 ) (684,214 ) (740,777 ) 2022 2,795,464 (2,258,633 ) 1,467,614 (5,905,740 ) — (151,770 ) — (4,053,065 ) 2021 1,723,813 (1,250,630 ) 4,483,508 12,704,591 — 592,662 — 18,253,944 (1) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (2) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (3) Represents the fair value as of the indicated fiscal year-end (4) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (5) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6) Represents the change in fair value, measured from the prior fiscal year-end (7) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (8) See footnote 1 above for the NEOs included in the average for each year. | |||
Non-PEO NEO Average Total Compensation Amount | $ 3,066,807 | 3,890,638 | 2,795,464 | 1,723,813 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,330,316 | (740,777) | (4,053,065) | 18,253,944 |
Adjustment to Non-PEO NEO Compensation Footnote | CAP Adjustments Fiscal Year Summary Compensation Table Total ($) (1) Minus Grant Date Fair Value of Stock Awards Granted in the Current Fiscal Year ($) (2) Plus (Minus) Fair Value at Fiscal Year-end Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3) Plus (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($) (4) Plus (Minus) Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($) (5) Plus (Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($) (6) Minus Fair Value as of Prior Fiscal Year-end Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($) (7) Compensation Actually Paid ($) Pierre Naudé 2024 7,833,548 (6,934,897 ) 8,910,634 566,116 — (104,042 ) — 10,271,359 2023 8,059,437 (7,158,830 ) 4,368,307 (2,826,186 ) — (648,194 ) — 1,794,534 2022 7,817,083 (6,874,000 ) 4,583,000 (3,778,054 ) — (407,840 ) — 1,340,189 2021 3,477,984 (2,561,060 ) 9,181,400 41,222,988 — 1,394,500 — 52,715,812 Other NEOs (Average) (8) 2024 3,066,807 (2,501,505 ) 3,214,179 520,201 — 30,634 — 4,330,316 2023 3,890,638 (3,317,732 ) 1,657,027 (1,962,871 ) 88,923 (412,548 ) (684,214 ) (740,777 ) 2022 2,795,464 (2,258,633 ) 1,467,614 (5,905,740 ) — (151,770 ) — (4,053,065 ) 2021 1,723,813 (1,250,630 ) 4,483,508 12,704,591 — 592,662 — 18,253,944 (1) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (2) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (3) Represents the fair value as of the indicated fiscal year-end (4) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (5) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6) Represents the change in fair value, measured from the prior fiscal year-end (7) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (8) See footnote 1 above for the NEOs included in the average for each year. | |||
Compensation Actually Paid vs. Total Shareholder Return | • Relationship Between CAP to the PEO and Average Other NEOs and the Company’s TSR. Given the leverage of our executive compensation program towards equity-based awards, fluctuations in CAP for our PEO and other NEOs is most directly impacted by our stock price performance. Commensurate with our decline in TSR, calculated assuming a $100 investment in our common stock on July 14, 2020 (the day on which regular-way | |||
Compensation Actually Paid vs. Net Income | • Relationship Between CAP to the PEO and Average Other NEOs and the Company’s Net Income (Loss) and Revenue: Net income (loss) is not a component of our fiscal 2024 executive compensation program. Instead, the Company uses a variety of performance metrics to measure performance under its annual cash bonus program, with the fiscal 2024 program based on Total Annual Revenue Growth and Non-GAAP | |||
Compensation Actually Paid vs. Company Selected Measure | • Relationship Between CAP to the PEO and Average Other NEOs and the Company’s Net Income (Loss) and Revenue: Net income (loss) is not a component of our fiscal 2024 executive compensation program. Instead, the Company uses a variety of performance metrics to measure performance under its annual cash bonus program, with the fiscal 2024 program based on Total Annual Revenue Growth and Non-GAAP | |||
Total Shareholder Return Vs Peer Group | • Relationship Between Company TSR and Peer Group TSR. The TSR of the S&P 1500 Application Software Index has outperformed t regular-way regular-way | |||
Tabular List, Table | Performance Measures Used to Link Company Performance and CAP to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for fiscal 2024. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program, including our annual cash bonus program. • Total Annual Revenue Growth • Non-GAAP • Stock Price | |||
Total Shareholder Return Amount | $ 34.37 | 31.23 | 50.04 | 78.28 |
Peer Group Total Shareholder Return Amount | 159.88 | 106.08 | 131.14 | 118.37 |
Net Income (Loss) | $ 43,526,000 | $ 101,844,000 | $ 50,121,000 | $ 41,270,000 |
Company Selected Measure Amount | 476,543,000 | 408,315,000 | 273,865,000 | 204,293,000 |
PEO Name | Mr. Naudé | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Total Annual Revenue Growth | |||
Non-GAAP Measure Description | The Compensation Committee determined that revenue is a core measure of the Company’s performance and stockholder value creation. Revenue indirectly impacts the compensation of our NEOs because it is reflected in both the Total Annual Revenue Growth and Non-GAAP | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Non-GAAP Operating Margin | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Stock Price | |||
PEO | Fair Value Of Stock Awards Granted In Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (6,934,897) | $ (7,158,830) | $ (6,874,000) | $ (2,561,060) |
PEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 8,910,634 | 4,368,307 | 4,583,000 | 9,181,400 |
PEO | Change In Fair Value Of Outstanding And Unvested Stock Option And Stock Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 566,116 | (2,826,186) | (3,778,054) | 41,222,988 |
PEO | Change In Fair Value As Of Vesting Date Of Stock Option And Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (104,042) | (648,194) | (407,840) | 1,394,500 |
Non-PEO NEO | Fair Value Of Stock Awards Granted In Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (2,501,505) | (3,317,732) | (2,258,633) | (1,250,630) |
Non-PEO NEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,214,179 | 1,657,027 | 1,467,614 | 4,483,508 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Stock Option And Stock Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 520,201 | (1,962,871) | (5,905,740) | 12,704,591 |
Non-PEO NEO | Fair Value At Vesting Of Stock Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 88,923 | |||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Stock Option And Stock Awards Granted In Prior Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 30,634 | (412,548) | $ (151,770) | $ 592,662 |
Non-PEO NEO | Fair Value As Of Prior Fiscal Year End Of Stock Option And Stock Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (684,214) |