DEF: nCino Sets 2026 Annual Meeting Agenda, Board Declassification

nCino, Inc. announces its 2026 Annual Meeting of Stockholders to address director elections, auditor ratification, executive compensation, and a key corporate governance amendment for director removal.

Summary

• The 2026 Annual Meeting of Stockholders will be held via live audio webcast on June 18, 2026, at 10:00 a.m. Eastern Time.
• Stockholders will vote on the election of four director nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027, an advisory vote to approve named executive officer compensation, and an amendment to the Company's Certificate of Incorporation to permit stockholders to remove directors with or without cause.
• The record date for voting is April 20, 2026, with 108,794,598 shares of common stock outstanding.
• The board of directors unanimously recommends voting 'FOR' all proposals.
• The board is in the process of declassification, which began at the 2025 Annual Meeting and will conclude at the 2028 Annual Meeting, at which point all directors will be elected annually for one-year terms.
• Fiscal 2026 executive compensation included base salary adjustments, annual cash bonuses based on Total Gross Annual Contract Value and Non-GAAP Rule of 40, and long-term incentives in time-based Restricted Stock Units (RSUs).
• Total Gross Annual Contract Value for fiscal 2026 achieved $85.8 million, representing 57.2% of the $89.95 million target.
• Non-GAAP Rule of 40 for fiscal 2026 achieved 31.9%, exceeding the target of 31.4% and reaching 40.0% achievement relative to the bonus program's scale (threshold 28.1%, maximum 32.5%).
• The overall achievement for the fiscal 2026 annual cash bonus program was 97.2% of target.
• Net income for fiscal 2026 was $9,703,000, a significant improvement from a net loss of $50,121,000 in fiscal 2022.
• Revenue for fiscal 2026 was $594,781,000, up from $273,865,000 in fiscal 2022.
• The Company realized a $1.2 million gain from the sale of its equity interest in ZestFinance, Inc. in March 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing. While operational achievements and net income improvement are positive, the substantial underperformance in Total Shareholder Return relative to the industry peer group and the miss on a key contract value target indicate underlying challenges.

Positives

• Fiscal 2026 net income was $9,703,000, marking a positive shift from a net loss of $50,121,000 in fiscal 2022.
• Revenue increased to $594,781,000 in fiscal 2026 from $273,865,000 in fiscal 2022, demonstrating strong top-line growth.
• Secured a new customer win in Japan with a global financial institution boasting over $2.0 trillion in assets.
• Expanded relationship with the largest Consumer Lending customer, a bank with over $200 billion in Assets Under Management (AUM), consolidating commercial lending onto a single platform.
• Expanded with nCino Mortgage in a top-40 U.S. bank, making them a top-10 nCino customer by annual contract value.
• Gained a new customer in Austria, a top-3 Austrian bank by assets, establishing a lighthouse account in the DACH region.
• nCino Integration Gateway demonstrated global applicability with an expansion agreement with a $90 billion bank in the Czech Republic.
• Secured significant expansion agreements with two top-50 U.S. banks (over $50 billion in assets), increasing commitments by more than 30% and 60% respectively.
• Launched Digital Partners, role-based AI agents trained on financial services data, indicating innovation in AI strategy.
• Renewed and expanded relationships with two top-50 U.S. banks and a top-5 Canadian bank, showing strong customer retention and growth within existing accounts.
• Signed the lending division of a top-25 home builder for nCino Mortgage, enabling nationwide growth.
• Signed a multi-solution expansion agreement with a $25 billion AUM U.S. regional bank, doubling its annual commitment and renewing for five years.
• Established the nCino Research Institute (nRI) to provide economic trends analysis and banking benchmark data, offering unique insights to customers.
• Received approximately 86.8% approval for the 2025 Say-on-Pay vote, indicating strong stockholder support for executive compensation practices.
• Realized a $1.2 million gain from the sale of its equity interest in ZestFinance, Inc. in March 2025.

Negatives

• Total Gross Annual Contract Value achieved only $85.8 million, falling short of the $89.95 million target for fiscal 2026, indicating a miss on a key growth metric.
• The Company's Total Shareholder Return (TSR) declined from $63.92 as of January 31, 2022, to $29.78 as of January 31, 2026 (assuming a $100 investment on January 31, 2021).
• The Company's TSR significantly underperformed the S&P 1500 Application Software Index, which increased from $110.79 to $124.02 over the same period.
• Broker non-votes will have the same effect as a vote against Proposal Four (amendment to permit director removal with or without cause), which requires a supermajority affirmative vote of 66 2/3%.

Risks

• Cybersecurity and technology risks are routinely reviewed by the Audit Committee, including risk exposures and cyber incident preparedness.
• Brand and reputation risks are assessed by the board of directors.
• Strategic and competitive risks are monitored by the board of directors.
• Operational risks are overseen by the board of directors.
• Financial risks are part of the board's oversight function.
• Legal and compliance risks are managed through the board's oversight and the Audit Committee's responsibilities.
• Risks associated with employee compensation practices and policies are reviewed by the Compensation Committee to ensure they do not encourage excessive risk-taking.
• Environmental, Sustainability, and Governance (ESG) risks are overseen by the Nominating and Corporate Governance Committee.

Future Outlook

The company's board declassification process will conclude at the 2028 Annual Meeting, leading to annual director elections. The nCino Research Institute is designed to deliver unique insights on banking performance and innovation, with actionable guidance to drive future strategy and growth. The equity compensation plans provide for automatic increases in shares reserved for issuance until fiscal year ending January 31, 2031.

Management Comments

• "Your vote is important. Whether or not you plan to attend the Annual Meeting via the live webcast, please authorize proxies to cast your votes today by following the easy instructions..."
• "We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting."
• "Our board of directors knows of no matter to be presented at the Annual Meeting other than Proposals One through Four."
• "Our board of directors believes that this leadership structure, coupled with a commitment to board independence, provides effective, independent oversight of management, while fostering a constructive and cooperative relationship between our board of directors and management."
• "Culture remains one of our key differentiators, and we strive to provide an inclusive environment for all of our employees."
• "nCino prioritized giving back to the community throughout fiscal 2026, implementing strategic enhancements to our philanthropic approach."
• "As a software and technology provider, we deliver cloud-based solutions that enable our banking clients to reduce their own paper usage and operational inefficiencies."
• "We remain committed to bringing positive impact to our community, our employees, and our environment as we deliver on our mission to transform the financial services industry."
• "The Compensation Committee believes it is appropriate at the Company's current size and stage to provide long term incentive compensation for our executive officers solely in the form of time based RSUs, which are a straightforward, market competitive vehicle that supports retention and directly aligns the interests of our executives with long term stockholder value creation through changes in our stock price."
• "We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K."

Industry Context

StockSavvy.ai notes that nCino operates in the competitive financial technology (FinTech) and Software as a Service (SaaS) sectors, with a focus on cloud-based solutions for banking. The company's strategic emphasis on AI capabilities, as evidenced by the launch of Digital Partners and the nCino Research Institute, aligns with broader industry trends towards leveraging artificial intelligence for operational efficiency and innovation in financial services. The expansion into international markets like Japan, Austria, and the Czech Republic indicates a global growth strategy, while continued wallet share growth among North American financial institutions demonstrates strong customer retention and upsell capabilities in a mature market.

Comparison to Industry Standards

• The company's Total Shareholder Return (TSR) of $29.78 as of January 31, 2026 (from an initial $100 investment on January 31, 2021) significantly underperformed the S&P 1500 Application Software Index, which reached $124.02 over the same period.
• The company's market value was positioned at the 52nd percentile and its market capitalization, as a multiple of revenue, was positioned at the 69th percentile of its fiscal 2026 compensation peer group. This peer group includes companies such as Appfolio, Inc., Appian Corporation, Blackline, Inc., Clearwater Analytics Holdings, Inc., DigitalOcean Holdings, Inc., DoubleVerify Holding, Inc., Five9, Inc., Intapp, Inc., MeridianLink, Inc., N-able Technologies, Inc., Paycor HCM, Inc., Q2 Holdings, Inc., Qualys, Inc., Semrush Holdings, Inc., Smartsheet, Inc., SPS Commerce, Inc., Varonis Systems, Inc., Vertex, Inc., and Workiva, Inc.

Management Changes

Corporate Governance

Related Party Transactions

• Investment in ZestFinance, Inc. (d/b/a ZEST AI): On November 1, 2022, nCino OpCo, Inc. acquired preferred shares of Zest AI for $2.5 million. This was a related party transaction because entities affiliated with Insight Partners (a beneficial owner of nCino at the time) owned over 10% of Zest AI. In March 2025, nCino received approximately $3.7 million for its equity interest in Zest AI, realizing a $1.2 million gain.
• Employment of Pierre W. Naud (son of Pierre Naud, Chairman): Total compensation for fiscal 2026 was approximately $335,000, including $113,000 from RSU grants.
• Employment of Petra Sheaffer (daughter of Pierre Naud, Chairman): Total compensation for fiscal 2026 was approximately $286,000, including $59,000 from an RSU grant.

Stakeholder Impact

• Shareholders: Direct impact through voting on director elections, auditor ratification, executive compensation, and a significant corporate governance amendment (director removal with/without cause). Potential impact on share price from business performance and TSR underperformance.
• Employees: Impacted by executive compensation decisions, corporate culture initiatives (Employee Resource Groups, Inclusion Council), and philanthropic activities.
• Customers: Benefited from new customer wins, expanded relationships, and product launches (Digital Partners, nCino Research Institute) aimed at improving financial services operations.
• Management: Compensation tied to performance metrics, subject to stock ownership guidelines and clawback policy.
• Directors: Subject to election, declassification, and new director removal policy. Compensation adjusted to market.

Next Steps

• The Annual Meeting of Stockholders will be held on June 18, 2026, to vote on director elections, auditor ratification, executive compensation, and an amendment to the Certificate of Incorporation.
• Board declassification will continue, with all directors to be declassified by the 2028 Annual Meeting.
• Stockholder proposals for the 2027 annual meeting to be included in proxy materials must be received by January 8, 2027.
• Stockholder nominations or other business for the 2027 annual meeting must be received between February 18, 2027, and March 20, 2027.
• Notice for director nominees from stockholders soliciting proxies for the 2027 annual meeting must be provided by April 19, 2027.

Key Dates

Recommendation

The company demonstrates solid operational growth with new customer wins and expanded relationships, and a positive shift to net income in fiscal 2026. Strategic initiatives like AI integration and the nCino Research Institute are forward-looking. However, the significant underperformance in Total Shareholder Return relative to the S&P 1500 Application Software Index and the miss on the Total Gross Annual Contract Value target raise concerns about execution and market perception. The proposed governance changes are generally positive for shareholder rights but do not immediately address performance. Given the mixed signals, a "hold" recommendation is appropriate as investors should monitor whether the strategic initiatives translate into improved shareholder returns and consistent achievement of growth targets.

Keywords

nCino, NCNO, Proxy Statement, Corporate Governance, Executive Compensation, Board of Directors, Financial Technology, FinTech, Cloud Banking, AI, Software as a Service, SaaS, Annual Meeting, Shareholder Vote, Director Election, Auditor Ratification, Say-on-Pay, Director Removal, Stock Ownership Guidelines, Related Party Transactions, Cybersecurity, Risk Management, Financial Performance, Revenue Growth, Annual Contract Value, Non-GAAP Rule of 40, Stock Awards, RSUs