nCino Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NCNO
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 18, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2024, nCino, Inc. (the “Company”), through its operating subsidiary, nCino OpCo, Inc., entered into amended and restated employment agreements (the “Amended and Restated Agreements”) with certain of the Company’s executive leadership team, including Pierre Naudé, the Company’s Chairman and Chief Executive Officer, Greg Orenstein, the Company’s Chief Financial Officer & Treasurer, and Sean Desmond, the Company’s Chief Product Officer, effective December 19, 2024. The Amended and Restated Agreements are generally based on the existing employment agreements with each executive, but with administrative updates as well as updates to reflect current compensation levels and to further align with market practices with respect to the termination provisions, as described below.
Under the Amended and Restated Agreements, for terminations by the Company without cause or by the executive due to good reason, in each case, not in connection with a change in control of the Company, the executive is eligible to receive, subject to the executive’s execution and non-revocation of a release of claims in favor of the Company (a “Release”), (i) a severance payment equal to one times the executive’s base salary, (ii) a payment equal to the executive’s target bonus amount for the year of termination, (iii) up to 12 months of COBRA reimbursements, and (iv) accelerated vesting of any equity award that would have vested in the normal course during the 12-month period following such termination of employment (24-months in the case of Mr. Naudé). Under the Amended and Restated Agreements, for terminations by the Company without cause or by the executive due to good reason, in each case, within eighteen months following a change in control of the Company, the executive is eligible to receive, subject to the executive’s execution and non-revocation of a Release, (i) a severance payment equal to one and a half times the sum of the executive’s base salary and target annual bonus; (ii) up to 12 months of COBRA reimbursements (up to 18 months in the case of Mr. Naudé), and (iii) accelerated vesting of outstanding equity.
The foregoing description of the Amended and Restated Agreements is qualified in its entirety by reference to the agreements with each of Messrs. Naudé, Orenstein and Sean Desmond, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| nCino, Inc. | |||||||||||
| Date: December 19, 2024 | By: | /s/ April Rieger | |||||||||
| April Rieger | |||||||||||
| Chief Legal & Compliance Officer and Secretary | |||||||||||