Not independent
Tenure on this board
3.3 yrs
8 nominees · 3 ballot items.
Vote to elect the listed director nominees; ratify Ernst & Young LLP as independent auditors for FY2027; and approve, on an advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect the nine nominees named in the proxy statement to serve until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as Domo’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
An advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding advisory proposal asks stockholders to approve the overall compensation of Domo’s named executive officers as disclosed in the proxy materials. Management seeks this advisory vote to obtain shareholder feedback on its pay practices and to demonstrate that executive pay aligns with stockholder interests. The company’s compensation program emphasizes a mix of base salary, short-term incentive awards (payable in cash or RSUs under the Executive Incentive Compensation Plan), and long-term equity incentives (service-based RSUs and performance-based RSUs/PSUs for the CEO) to promote retention and align executives’ incentives with long-term stockholder value. The proxy discloses that metrics used in incentive plans include gross retention rate, remaining performance obligations, subscription ACV, billings, adjusted free cash flow, subscription gross margin, strategic partner ACV, and operating margin — indicating that pay is linked to both growth and profitability/cash metrics. The board recommends a vote FOR, arguing that the compensation committee (comprised of independent directors) used market data and an independent consultant (Compensia) and applied a pay-for-performance philosophy; the board also notes prior strong shareholder support for say-on-pay and that it will consider the vote outcome when making future compensation decisions. Because the vote is advisory, it will not change compensation already paid, but a negative vote could prompt the compensation committee to revisit program design, metrics, or disclosure. Given recent grants (including CEO PSUs with stock-price hurdles and multi-year service RSUs) and the company’s controlled-company governance structure, investors should evaluate alignment, potential dilution, and the reasonableness of performance hurdles and severance/change-in-control protections. The compensation committee’s explicit use of multiple corporate metrics and retention-focused awards suggests a balanced approach between near-term operational goals and long-term value creation, though the advisory nature of the vote means ultimate changes depend on board responsiveness to stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 10.1% | 4,575,372 | $39M |
| 2 | AMERIPRISE FINANCIAL INC | 6.9% | 3,127,266 | $26M |
| 3 | Capital Research Global Investors | 6.6% | 2,975,558 | $25M |
| 4 | RPD Fund Management LLC | 5.6% | 2,522,500 | $21M |
| 5 | Portolan Capital Management, LLC | 4.8% | 2,158,770 | $18M |
| 6 | Veradace Capital Management LLC | 3.5% | 1,559,065 | $13M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 3.2% | 1,448,601 | $12M |
| 8 | AIGH Capital Management LLC | 3.0% | 1,339,789 | $11M |
| 9 | STATE STREET CORP | 2.8% | 1,285,753 | $11M |
| 10 | BlackRock, Inc. | 2.8% | 1,277,975 | $11M |
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