UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

DigitalOcean Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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DigitalOcean Holdings, Inc.

101 6^th Avenue

New York, New York 10013

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 6, 2024

To the Stockholders of DigitalOcean Holdings, Inc.:

On behalf of our Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of DigitalOcean Holdings, Inc., a Delaware corporation. The Annual Meeting will be held on June 6, 2024 at 12:00 p.m. Eastern time. The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/DOCN2024. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. You will not be able to attend the meeting in person. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate.

The meeting will be held for the following purposes:

1.	To elect two Class III directors, Pratima Arora and Warren Jenson, each to hold office until the Annual Meeting of Stockholders in 2027;

2.	To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.	To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement; and

4.	To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 12, 2024. Only stockholders at the close of business on that date may vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

Padmanabhan Srinivasan

Chief Executive Officer

April 19, 2024

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held at 12:00 p.m. Eastern time on June 6, 2024 at www.virtualshareholdermeeting.com/DOCN2024.
	The Proxy Statement and Annual Report are available at www.proxyvote.com.

You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or the Internet as instructed in these materials or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting.

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DigitalOcean Holdings, Inc.

101 6^th Avenue

New York, New York 10013

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 6, 2024

Our Board of Directors (the “Board”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of DigitalOcean Holdings, Inc., a Delaware corporation, to be held virtually, via live webcast at www.virtualshareholdermeeting.com/DOCN2024, on June 6, 2024 at 12:00 p.m. Eastern time, and any adjournment or postponement thereof. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

For the Annual Meeting, we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”), to our stockholders primarily via the Internet. On or about April 19, 2024, we expect to distribute the proxy materials and mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the Internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or by email by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact and cost of our Annual Meeting.

Only stockholders at the close of business on April 12, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 91,191,699 shares of common stock outstanding and entitled to vote. Each holder of common stock will have the right to one vote per share of common stock. For instructions on how to attend the Annual Meeting, please see the instructions at www.virtualshareholdermeeting.com/DOCN2024 and in this Proxy Statement.

In this Proxy Statement, we refer to DigitalOcean Holdings, Inc. as “the Company,” “DigitalOcean,” “we” or “us.” The Annual Report, which contains consolidated financial statements as of and for the fiscal year ended December 31, 2023, accompanies this Proxy Statement. You also may obtain a copy of the Annual Report without charge by writing to the Company’s Corporate Secretary at DigitalOcean Holdings, Inc., 101 6th Avenue, New York, New York 10013 or by emailing investors@digitalocean.com.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent our stockholders the Notice because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. All stockholders who received a Notice will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We provide some of our stockholders, including stockholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice. If you receive paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically.

We intend to mail the Notice on or about April 19, 2024 to all stockholders entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after May 1, 2024.

How do I attend, participate in and ask questions during the Annual Meeting?

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/DOCN2024. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/DOCN2024.

You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the Notice. If you are a stockholder of record, you will be asked to provide the control number from your Notice. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker, bank or other agent. We encourage you to access the Annual Meeting before it begins. You may log in beginning at 11:45 a.m. Eastern time on June 6, 2024.

Only stockholders as of the Record Date and their proxyholders may submit questions or comments. If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/DOCN2024 using your control number, type your question into the “Ask a Question” field, and click “Submit.”

To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the meeting when you log in prior to its start. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered.

What if I have technical difficulties or trouble accessing the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DOCN2024 or at www.proxyvote.com. Technical support will be available starting at 11:45 a.m. Eastern time on June 6, 2024.

Who can vote at the Annual Meeting?

Only stockholders at the close of business on April 12, 2024 will be entitled to vote at the Annual Meeting. On the Record Date, there were 91,191,699 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 12, 2024, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy through the Internet, over the telephone or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 12, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your broker, bank or other agent for your broker, bank or other agent to vote your shares per your instructions.

What am I voting on?

There are three matters scheduled for a vote:

•	Election of two Class III directors, Pratima Arora and Warren Jenson, each to hold office until our 2027 Annual Meeting of Stockholders (Proposal 1);

•	Ratification of the selection by the Audit Committee of the Board (the “Audit Committee”) of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); and

•	Approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement (Proposal 3).

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the ratification of selection of our independent registered public accounting firm and the non-binding advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with SEC rules, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online at the meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy. In such case, your previously submitted proxy will be disregarded.

•	To vote during the Annual Meeting, follow the instructions at www.virtualshareholdermeeting.com/DOCN2024. You will need to enter the 16-digit control number from the Notice.

•	To vote using the printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided.

•	To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice.

•	To vote through the Internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and control number from the Notice.

If we receive your vote by proxy card, telephone or Internet by 11:59 p.m. Eastern time on June 5, 2024, we will vote your shares as you direct.

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Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive a Notice containing voting instructions from that organization rather than from the Company. To vote prior to the meeting, simply follow the voting instructions in the Notice to ensure that your vote is counted.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 12, 2024.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•	You may submit another properly completed proxy card with a later date.

•	You may grant a subsequent proxy by telephone or through the Internet.

•	You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at DigitalOcean Holdings, Inc., 101 6^th Avenue, New York, New York 10013 or by emailing investors@digitalocean.com.

•	You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card, proxy by telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of each of the two nominees for director; “FOR” the ratification of the selection by the Audit Committee of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and “FOR” the approval of the compensation of our named executive officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using such proxyholder’s best judgment.

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If I am a beneficial owner of shares held in street name and I do not provide my broker, bank or other agent with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if supported by management. The election of directors (Proposal 1) and “say-on-pay” (Proposal 3) are each “non-routine” matters, meaning that your broker, bank or other agent may not vote your shares on these proposals in the absence of your voting instructions. However, the ratification of the selection of our independent registered public accounting firm (Proposal 2) is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker, bank or other agent by its deadline, your shares may be voted by your broker, bank or other agent in its discretion on Proposal 2. We encourage you to provide voting instructions to your broker, bank or other agent. This ensures that your shares will be voted at the Annual Meeting according to your instructions.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What are “broker non-votes”?

As discussed above, broker non-votes occur when your broker, bank or other agent submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on those matters. Proposals 1 and 3 are considered to be “non-routine” under NYSE rules and we therefore expect broker non-votes to exist only in connection with these proposals.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (i) for the proposal to elect directors (Proposal 1), votes “FOR,” “WITHHOLD” and broker non-votes; (ii) with respect to Proposal 2, votes “FOR” and “AGAINST” and abstentions; and (iii) with respect to Proposal 3, votes “FOR” and “AGAINST,” abstentions and broker non-votes.

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How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions, withhold votes and broker non-votes.

Election of Directors

Nominees receiving the most “FOR” votes.

No effect

Ratification of the Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

“FOR” votes from a majority of the votes cast on such matter, voting affirmatively or negatively (excluding abstentions and broker non-votes).

No effect

Not

applicable⁽¹⁾

Advisory Approval of the Compensation of our Named Executive Officers

“FOR” votes from a majority of the votes cast on such matter, voting affirmatively or negatively (excluding abstentions and broker non-votes). Since this proposal is an advisory vote, the result will not be binding on our Board. However, our Board values our stockholders’ opinions, and the Board and the Compensation Committee of the Board (the “Compensation Committee”) will take into account the outcome of the advisory vote when considering future executive compensation decisions.

No effect

(1)

This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of stock entitled to vote are present, by remote communication, if applicable, at the meeting or represented by proxy. On the Record Date, there were 91,191,699 shares outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the meeting or the stockholders, by a majority of the votes cast thereon, may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 20, 2024 to our Corporate Secretary at DigitalOcean Holdings, Inc., 101 6th Avenue, New York, New York 10013. Under our bylaws, if you wish to submit a proposal (including a director nomination) at the 2025 Annual Meeting that is not to be included in next year’s proxy materials, you must do so no earlier than the close of business on February 6, 2025 and no later than the close of business on March 8, 2025, provided in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder, to be timely, must be received no earlier than the

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close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting or, if later than the 90th day prior to such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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PROPOSAL 1: ELECTION OF DIRECTORS

General

Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may generally be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board presently has eight members. There are two directors in the class whose term of office expires in 2024, both of whom have been nominated for re-election to the Board. All of our incumbent directors have previously been elected by our stockholders, other than this year’s two nominees, Pratima Arora and Warren Jenson, each of whom was appointed by our Board prior to our initial public offering to fill then-existing vacancies, and Christopher Merritt, who was appointed by our Board in 2023 to fill a then-existing vacancy and who is expected to be nominated for re-election to the Board at the 2025 Annual Meeting of Stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Six out of eight directors attended the 2023 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes of the shares present in person, by remote communication, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

The following is a brief biography as of the date of this Proxy Statement of each nominee and each director whose term will continue after the Annual Meeting.

Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

Pratima Arora, age 44, has served as a member of our Board since February 2021. Ms. Arora has served as Chief Technology Officer at Chainalysis Inc., a blockchain data platform, since June 2021. Prior to joining Chainalysis, Ms. Arora served as General Manager and Vice President of Confluence at Atlassian Corporation Plc, a provider of software development and collaboration tools, from September 2017 to June 2021. From June 2008 to September 2017, Ms. Arora worked at Salesforce.com, Inc., a cloud-based customer relationship management software service, where she most recently served as Vice President of Product Management. Previously, Ms. Arora worked in various roles at SAP SE, an enterprise software management system, and Intuit Inc., a financial services software company. Ms. Arora received a B.S. in Physics from Sri Venkateswara College, Delhi University and an M.B.A. from the Walter A. Haas School of Business at the University of California, Berkeley. We believe Ms. Arora’s extensive experience in product management roles at technology companies qualifies her to serve on our Board.

Warren Jenson, age 67, has served as a member of our Board since December 2020. Mr. Jenson currently serves as President and Chief Financial Officer at Nielsen Holdings plc, a firm specializing in audience measurement, data, and analytics, where he has served since April 2023. From February 2012 to April 2023, Mr. Jenson worked at LiveRamp (formerly known as Axiom), a software-as-a-service company that provides identity and data connectivity services, where he most recently served as President, Chief Financial Officer and Executive Managing Director of International. Previously, Mr. Jenson served in C-suite positions with Electronic Arts, Amazon.com, Delta Air Lines and the National Broadcasting Company. Mr. Jenson currently serves on the board of directors of the USC Marshall School of Business, the Marriott School of Business at Brigham Young University, Ripple, a provider of cryptocurrency solutions for businesses, and Jobcase, an online job marketplace and social platform. Mr. Jenson previously served on the board of directors of Cardtronics plc and DigitalGlobe, Inc. Mr. Jenson received a B.S. in Accounting and a Master of Accountancy—Business Taxation from Brigham Young University. We believe that Mr. Jenson’s extensive experience as both a director and an executive officer at several successful public and private companies qualifies him to serve on our Board.

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE

Class I Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

Padmanabhan Srinivasan, age 49, has served as our Chief Executive Officer and a member of our Board since February 2024. Prior to DigitalOcean, Mr. Srinivasan served as the Chief Executive Officer of GoTo (formerly LogMeIn, Inc.), a provider of software as a service and cloud-based remote work tools for collaboration and IT management, from August 2022 to February 2024 and, prior to serving in such capacity, Mr. Srinivasan served as the Chief Product and Technology Officer at GoTo from June 2020 to August 2022. From June 2019 to June 2020, Mr. Srinivasan served as General Manager, Data, Machine Learning Platform Services, Alexa AI at Amazon. Previously, from June 2013 to June 2019, Mr. Srinivasan held a variety of positions at GoTo, where he most recently served as Senior Vice President, Products, General Manager. Prior to GoTo, Mr. Srinivasan co-founded Opstera, Inc., a cloud monitoring and management startup, which was acquired by a subsidiary of Microsoft Corporation in 2012. Earlier in his career, Mr. Srinivasan held various product and engineering leadership positions at both Oracle Corporation and Microsoft. Mr. Srinivasan received a B.S. in Electrical and Electronic Engineering from the Birla Institute of Technology and Science and an M.B.A. from Southern Methodist University. We believe Mr. Srinivasan’s prior experience as a chief executive officer, extensive product and technical experience, as well as his insight into corporate matters as our Chief Executive Officer, make him a valuable member of the Board.

Amy Butte, age 56, has served as a member of our Board since April 2018. Ms. Butte currently serves on the board of directors of Bain Capital Specialty Finance, Inc., a managed specialty finance company; Bain Capital Private Credit, a public non-traded business development company; and Stash Financial, Inc., a financial services technology company, where she serves as audit committee chair. Ms. Butte is an advisor to several private companies, including the Long-Term Stock Exchange, Inc., a startup marketplace for long-term investors. Ms. Butte previously served as the audit committee chair, a member of the risk management committee and as a member of the board of directors of BNP Paribas USA, from 2016 to 2023; as chairperson and a member of the board of directors at Iron Spark I (ISAA), a special purpose acquisition vehicle, from 2021 to 2022; on the board of directors of Tuscan Holdings Corp. from 2019 to 2021; as an independent trustee for the Fidelity Investments Strategic Advisors Funds from 2011 to 2017; as a board member for Accion International from 2008 to 2014; and as the founder of TILE Financial, a fintech startup, from 2008 to 2012. Previously, Ms. Butte served as Chief Financial Officer of Man Financial, Inc., Chief Financial Officer and Executive Vice President of the New York Stock Exchange, and Chief Financial Officer and Strategist for the Financial Services Division of Credit Suisse First Boston, Inc. Ms. Butte received a B.A. from Yale University and an M.B.A. from Harvard Business School. We believe that Ms. Butte’s extensive experience in the financial industry and guiding companies through the complexities of maturing from private to public qualifies her to serve on our Board.

Christopher Merritt, age 54, has served as a member of our Board since April 2023. Mr. Merritt currently serves on the board of directors of Sumo Logic, a cloud-based machine data analytics company. From September 2013 to January 2023, Mr. Merritt worked at Cloudflare, Inc., an internet security company, where he most recently served as Chief Revenue Officer and President of Field Operations. Previously, Mr. Merritt served as Chief Marketing and Sales Officer at BranchOut, a professional networking website, as VP of Global Advertiser Partnerships at Yahoo! Inc., a media and technology company, and in various senior roles at Monster Worldwide, Inc., a global employment website. Mr. Merritt received a Bachelor of Industrial Engineering from Auburn University. We believe Mr. Merritt’s extensive experience as a senior sales and/or marketing executive at various technology companies qualifies him to serve on our Board.

Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

Warren Adelman, age 60, has served as a member of our Board since November 2020 and as our Executive Chairman since August 2023. Mr. Adelman served as our lead independent director from June 2022 to August 2023. Mr. Adelman also serves as the Managing Director of Nativ Group, a personal investment firm, where he has served in such capacity since 2013. Prior to founding Nativ Group, Mr. Adelman held a variety of positions at GoDaddy Inc., a publicly-traded domain name registrar, from 2003 to 2012, most recently serving as Chief Executive Officer. Mr. Adelman also served as a member of GoDaddy’s board of directors from 2006 to 2012. Mr. Adelman currently serves on the board of directors of several technology-related companies. Mr. Adelman also previously served on the

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board of directors of SendGrid, Inc. from April 2014 until its merger with Twilio Inc. in February 2019. Mr. Adelman holds a B.A. in Political Science and History from the University of Toronto. We believe Mr. Adelman’s extensive experience with technology companies as both a director and an executive officer qualifies him to serve on our Board.

Pueo Keffer, age 42, has served as a member of our Board since June 2015. Mr. Keffer currently serves as a Senior Managing Director at Access Technology Ventures, a venture and growth technology firm, where he has served in various capacities since April 2015. Mr. Keffer was a Partner at Redpoint Ventures, a venture capital firm, from January 2009 to April 2015. Previously, Mr. Keffer was an associate at TA Associates, a growth private equity firm, and a financial analyst at Goldman Sachs & Co. Mr. Keffer also currently serves on the board of directors of Opendoor Technologies Inc., an operator of an online real estate marketplace, and Array Corporation, a privately-held software development company. Mr. Keffer received a B.A. in Economics from Stanford University. We believe that Mr. Keffer’s extensive investment experience in the technology industry qualifies him to serve on our Board.

Hilary Schneider, age 63, has served as a member of our Board since November 2020. Ms. Schneider served as the Chief Executive Officer of Shutterfly, Inc., a photography and image sharing company, from January 2020 to May 2023. From January 2018 to November 2019, Ms. Schneider served as the Chief Executive Officer of Wag Labs, Inc., an on-demand dog walking company. Ms. Schneider served as President, Chief Executive Officer and a director of LifeLock, Inc., a formerly publicly-traded provider of identity theft protection, identity risk assessment and fraud protection services, from March 2016 to February 2017 and President from 2012 to 2016. Previously, Ms. Schneider held senior leadership roles at Yahoo!, a media and technology company, Knight Ridder, Inc., a media company, and Red Herring Communications, a media company. Ms. Schneider currently serves on the board of directors of Vail Resorts, Inc., a global mountain resort operator, Getty Images, Inc., a global visual content creator and marketplace, Sleep Number Corporation, a manufacturer of beds and bed accessories, and Water.org, a non-profit organization. Ms. Schneider previously served on the board of directors of SendGrid, Inc. from July 2017 until its merger with Twilio Inc. in February 2019. Ms. Schneider holds a B.A. in Economics from Brown University and an M.B.A. from Harvard Business School. We believe Ms. Schneider’s extensive experience with technology companies as both a director and an executive officer qualifies her to serve on our Board.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

As required under the NYSE listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with our legal counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.

The Board has affirmatively determined that the following directors are independent directors within the meaning of the applicable NYSE listing standards: Ms. Arora, Ms. Butte, Mr. Jenson, Mr. Keffer, Mr. Merritt and Ms. Schneider. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company. Mr. Adelman and Mr. Srinivasan are not independent due to their positions as our Executive Chairman and Chief Executive Officer, respectively.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines, the Board may select a chairperson of the Board (the “Chairperson”) in a manner that it determines to be in the best interests of our stockholders or, in the absence of an independent Chairperson, the independent directors may designate a lead independent director (the “Lead Independent Director”). Padmanabhan Srinivasan currently serves as our Chief Executive Officer and Warren Adelman is currently serving as our Executive Chairman on an interim basis, which is expected to continue until August 2024. Mr. Adelman was appointed as our Executive Chairman in August 2023 in connection with our chief executive officer succession plan, at which time he ceased to be independent. Prior to his appointment as our Executive Chairman, Mr. Adelman had served as our Lead Independent Director since June 2022. We expect Mr. Adelman to return to his role as Lead Independent Director following his tenure as Executive Chairman and, if not, we expect the Board to appoint a Chairperson or another Lead Independent Director at such time. The Chairperson or Lead Independent Director has the authority, among other things, to preside over Board meetings, to develop meeting agendas and to provide the Chief Executive Officer feedback on the quality, quantity and timeliness of the information provided to the Board. Accordingly, the Chairperson or Lead Independent Director has substantial ability to shape the work of the Board. We believe that separation of the positions of Chairperson or Lead Independent Director and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs.

Role of the Board in Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and to enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for a given company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.

In connection with its reviews of the operations of our business, our Board addresses the primary risks associated with our business including, for example, strategic planning, liquidity risk, organizational risk and operational risk. In addition, our Board provides oversight of and monitors management’s response to emerging risks and their potential impact on our business.

The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight.

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Audit Committee’s responsibilities also include oversight of management’s implementation of our cybersecurity risk

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management program, including management’s monitoring of our systems and mitigation strategies we use to prevent attacks, as discussed in more detail below. Furthermore, the Audit Committee oversees our procedures for receiving, retaining and investigating complaints regarding accounting, internal accounting controls or auditing matters and confidential and anonymous submissions by employees concerning questionable accounting and auditing matters through our 24x7 whistleblower hotline and online platform. Management provides the Audit Committee with periodic reports on our compliance programs and investment policy and practices.

Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Compensation Committee also oversees the implementation and effectiveness of our policies, strategies, programs and practices related to our human capital management function, as well as risks relating to the recruiting and retention of our executive officers and our broader compensation philosophy. In addition, our SVP, People provides regular reports on the progress of our human capital management metrics and initiatives, including our diversity programs, to the Compensation Committee.

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Nominating and Corporate Governance Committee also assists the Board in monitoring our governance, including annual evaluation of our Board and committees, and compliance with certain regulatory matters, such as our environmental, social and governance (“ESG”) initiatives.

At periodic meetings of the Board and its committees, management reports to and seeks guidance from the Board and its committees with respect to the most significant risks that could affect our business, such as competition risks, legal risks, information security and privacy risks, and financial, tax and audit-related risks.

Cybersecurity Risk Oversight

The Board and Audit Committee appreciate the rapidly evolving nature of threats presented by cybersecurity incidents and are committed to the prevention, timely detection and mitigation of the effects of such incidents on the Company. A number of individuals on our Board and executive team have experience in cybersecurity and related matters, including information security. As part of its cybersecurity risk oversight role, the Audit Committee receives regular updates on cybersecurity threats to our business and our mitigation processes. Our Chief Information Security Officer provides in-depth reviews of our cybersecurity performance and risk profile to our executive officers and the Audit Committee on a regular basis and also briefs the full Board annually, as well as on an ad hoc basis upon request, on cybersecurity risk oversight activities and preparedness efforts. We have developed and implemented a cybersecurity risk management program, which includes administrative, technical and physical safeguards designed to maintain the confidentiality, integrity and availability of company and customer information. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas, including the involvement of cross-functional teams and, depending on the nature and severity of an incident, an escalation path to notify our executive and senior management teams and our Board.

Meetings of the Board of Directors

The Board met fourteen times during the last fiscal year. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served held during the portion of the last fiscal year for which he or she was a director or committee member.

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Information Regarding Committees of the Board of Directors

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides the (i) current membership and (ii) meeting information for fiscal year 2023 for each of the Board committees:

Name	Audit	Compensation	Nominating and Corporate Governance
Warren Adelman⁽¹⁾
Pratima Arora		X	X
Amy Butte	X*
Warren Jenson	X	X
Pueo Keffer⁽¹⁾⁽²⁾		X	X*
Hilary Schneider⁽¹⁾	X	X*
Total meetings in fiscal year 2023	10	4	10

*	Committee chairperson

(1)

Mr. Adelman served on the Audit Committee and Nominating and Corporate Governance Committee through August 24, 2023, the date on which Mr. Adelman became our Executive Chairman and was no longer able to serve on such committees. Upon Mr. Adelman’s departure from the committees, Ms. Schneider was selected to fill the vacancy on the Audit Committee, Mr. Keffer was selected as the chairperson of the Nominating and Corporate Governance Committee and the Board reduced the size of the Nominating and Corporate Governance Committee from three members to two members.

(2)	In March 2023, the Board increased the size of the Compensation Committee from three members to four members and approved the appointment of Mr. Keffer to fill the vacancy on the Compensation Committee, effective immediately.

Below is a description of each committee of the Board.

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable NYSE rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee our corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to:

•	overseeing our corporate accounting and financial reporting processes, systems of internal control, financial statement audits and the integrity of our financial statements;

•	managing the selection, engagement terms, fees, qualifications, independence and performance of the registered public accounting firms engaged as our independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services (the “Auditors”);

•	maintaining and fostering an open avenue of communication with our management, internal audit group and Auditors;

•	reviewing any reports or disclosures required by applicable law and stock exchange listing requirements;

•	overseeing the design, implementation, organization and performance of our internal audit function;

•	helping the Board oversee our data security, information technology use and protection and legal and regulatory compliance, including risk assessment; and

•	providing regular reports and information to the Board.

The Audit Committee is composed of three directors: Ms. Butte, Mr. Jenson and Ms. Schneider. The Audit Committee met ten times during the last fiscal year. The Board has adopted a written Audit Committee charter that is available to stockholders on our website at investors.digitalocean.com.

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The Board reviews the NYSE listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Company’s Audit Committee are independent within the meaning of the applicable NYSE listing standards and SEC regulations.

The Board has also determined that each of Ms. Butte, Mr. Jenson and Ms. Schneider qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of each Audit Committee member’s level of knowledge and experience based on a number of factors, including formal education and experience in the corporate finance sector.

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the applicable requirements of the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Members of the Audit Committee

Amy Butte (Chair)

Warren Jenson

Hilary Schneider

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The Compensation Committee acts on behalf of the Board to review, oversee and approve (or make recommendations to the full Board to approve) the Company’s compensation strategy, policies, plans and programs, including:

•	overseeing our compensation strategy and practices with a goal to attract, incentivize, retain and reward top quality executive management and employees;

•	reviewing and determining the compensation to be paid to our executive officers and directors and employment and post-employment arrangements applicable to executive officers;

•	overseeing executive officer succession planning;

•	administering incentive and equity-based compensation plans;

•	reviewing and discussing with management our compensation disclosures in the section titled “Compensation Discussion and Analysis” of this Proxy Statement;

•	reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, including policies for recovery or clawback of compensation;

•	implementing and monitoring compliance with the Company’s stock ownership guidelines; and

•

assisting us in our oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, including but not limited to those policies and strategies regarding recruiting, retention, career development and progression, management succession, diversity and inclusion, and employment practices.

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The Compensation Committee is composed of four directors: Ms. Schneider, Ms. Arora, Mr. Jenson and Mr. Keffer. All members of the Company’s Compensation Committee are independent within the meaning of the applicable NYSE listing standards. The Compensation Committee met four times during the last fiscal year.

The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at investors.digitalocean.com.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or recommendations of the Compensation Committee regarding his compensation or individual performance objectives.

The charter of the Compensation Committee grants the Compensation Committee access to all Company books, records, facilities and personnel as deemed necessary or appropriate by any member of the Compensation Committee. In addition, under the charter, the Compensation Committee has the authority to retain legal, accounting or other outside advisors, including compensation consultants, and determine compensation terms for those advisors at the expense of the Company. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and NYSE, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees or management as appropriate. The purpose of this delegation of authority is to enhance the flexibility of equity award administration within the Company and to facilitate the timely grant of equity awards to non-management employees, particularly new employees, within specified limits approved by the Compensation Committee.

Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined cash bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee are currently, or have been at any time, one of our executive officers or employees. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity where an executive officer of such other entity serves or served as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for:

•	helping the Board oversee our corporate governance functions and develop, update as necessary and recommend to the Board the governance principles applicable to us;

•	evaluating the performance of our chief executive officer and discussing chief executive officer succession planning with the Board;

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•

identifying, evaluating and recommending and communicating with candidates qualified to become Board members or nominees for directors of the Board consistent with criteria approved by the Board, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on the Board;

•	overseeing the Company’s ESG strategy, performance and reporting; and

•	making other recommendations to the Board relating to our directors.

The Nominating and Corporate Governance Committee is composed of two directors: Mr. Keffer and Ms. Arora. All members of the Nominating and Corporate Governance Committee are independent within the meaning of the applicable NYSE listing standards. The Nominating and Corporate Governance Committee met ten times during the last fiscal year. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at investors.digitalocean.com.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. Although we have no formal policy regarding board diversity, in conducting this assessment, the Nominating and Corporate Governance Committee will typically consider diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee is independent for NYSE purposes, which determination will be based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee will then use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee will conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee will meet to discuss and consider the candidates’ qualifications and then select a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Corporate Secretary, DigitalOcean Holdings, Inc., 101 6^th Avenue, New York, New York 10013. Submissions should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of our bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our bylaws. All recommendations received by the Corporate Secretary that satisfy our “advance notice” bylaw

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requirements relating to director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. See “Questions and Answers About These Proxy Materials and Voting - When are stockholder proposals and director nominations due for next year’s annual meeting?”

Board Diversity Matrix

As discussed above, when evaluating candidates for director nominees, the Nominating and Corporate Governance Committee will typically consider diversity (including gender, racial and ethnic diversity), skills and such other factors as it deems appropriate, given the current needs of the Board and our business, to maintain a balance of knowledge, experience and capability. The following table lists the self-identified diverse attributes of our directors as of the date of this Proxy Statement:

Total Number of Directors 8
Racial/Ethnic Identity		Gender
African American or Black	—	Female	3
Alaskan Native or Native American	—	Male	5
Asian	2	Non-Binary	—
Hispanic or Latinx	—
Native Hawaiian or Pacific Islander	—	Additional Demographics
White	5	LGBTQ+	—
Two or More Races or Ethnicities	—
Decline to Disclose	1

Executive Sessions and Stockholder Communications With the Board Of Directors

The Board’s independent directors meet at regularly scheduled executive sessions without management present. In his role as Lead Independent Director, Warren Adelman presided over executive sessions of our independent directors. Currently, a director designated at each executive session by the non-management or independent directors, as applicable, presides at the executive sessions. If a lead independent director is elected in the future, such person will preside at executive sessions.

Our stockholders and other interested parties may communicate with any member or members of our Board by writing to our Corporate Secretary at DigitalOcean Holdings, Inc., 101 6th Avenue, New York, New York 10013. Written communications may be addressed to the Chairperson or Lead Independent Director, the chairperson of any of the Audit, Compensation and Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group. Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the communication.

Any such communication will be reviewed by our Corporate Secretary, who will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case our Corporate Secretary shall discard the communication.

Code of Ethics

The Company has adopted the Code of Business Conduct and Ethics that applies to all executive officers, directors and employees. The Code of Business Conduct and Ethics is available on our website at investors.digitalocean.com. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website at investors.digitalocean.com.

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Corporate Governance Guidelines

Our Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board composition and selection including diversity, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at investors.digitalocean.com.

Environmental, Social and Governance and Corporate Responsibility

We recognize the importance of a thoughtful approach to corporate citizenship and sustainability in helping advance the long-term interests of the Company and our stockholders. As a part of its primary duty to oversee corporate strategy, our Board also oversees how environmental, social and governance (“ESG”) related issues may impact our long-term interests.

Our ESG strategy is informed by analysis of:

•	our research to identify policies, principles and practices of our peer companies and the best disclosure practices related to each;

•	internal feedback from employees to help determine which topics have the greatest impact on our business;

•	our current stockholder base, as well as prospective investors, to identify key issues emphasized by our stockholders;

•	analysis of the key factors evaluated by the most influential ratings agencies issuing ESG scores; and

•	new regulations relating to ESG.

Below is a summary of highlights of certain of our recent ESG efforts:

Board and Management Oversight

Our ESG strategy is led by a cross-departmental team that includes individuals from our communications, legal, human resources and finance teams. This team provides updates to the executive team on our ESG priorities, performance and regulatory requirements. The Board has delegated oversight of our ESG initiatives to the Nominating and Governance Committee. The Nominating and Governance Committee will work closely with other Board standing committees to address risks inherent in their respective areas of oversight, such as Audit Committee oversight of cybersecurity matters and Compensation Committee oversight of human capital management and diversity-related initiatives, and will report on our ESG initiatives to the full Board on a regular basis.

Human Capital Management

We believe that our employees and the culture we have established are critically important to our success. In order to continue to compete and succeed in our highly competitive and rapidly evolving market, it is crucial that we continue to attract, retain and motivate qualified employees. To support these objectives, we strive to maintain our company culture, offer competitive compensation and benefits, support the health and well-being of our employees, foster an inclusive, diverse and engaged workforce, maintain strong employee engagement and develop talent.

We have evolved our compensation and benefits programs to meet our employees’ health and wellness needs. In addition to cash and equity compensation, we also offer employees a wide array of benefits designed to prioritize wellness, including physical well-being, emotional well-being, financial well-being and family well-being. These offerings include health insurance, flexible personal time off, retirement benefits, a generous parental leave program, emotional well-being services through our Employee Assistance Program and a variety of additional resources to support employees’ overall well-being.

We have a strong commitment to building a diverse workforce that reflects our values and the needs of our global customer base. We believe that a diverse and inclusive workforce brings a diversity of perspectives, which in turn fosters innovation and helps drive better business outcomes. We are committed to pay equity, regardless of gender, ethnicity or other personal characteristics. To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role and experience and their job performance. Our goal is for our employee population to reflect the communities that we service and ensure equal total rewards opportunities

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for all employees regardless of gender identity, ethnicity, location, sexual orientation, disability status and more. We have launched multiple initiatives to further our goal of being more diverse and inclusive and supporting a sense of belonging within our current workforce, including mandatory diversity, equity, inclusion and belonging training for employees, as well as employee resource groups, which are employee-led, voluntary groups that support professional development, strengthen our business and advance our commitment to a diverse and inclusive workplace.

For a more detailed description of our Human Capital Management policies and initiatives, please see our Annual Report.

Social Responsibility

In connection with our initial public offering (“IPO”) in March 2021, we joined the Pledge 1% movement and committed to allocating $50 million over ten years to expand our social impact initiatives. In 2022, we launched DO Impact, our social impact effort designed to empower changemakers around the globe through products and philanthropy, enable our employees to do good in their communities, and ensure our footprint is sustainable. Since the launch of DO Impact, we have given more than $1.6 million in cash and $765,000 in infrastructure credits to over 1,600 deserving organizations all over the world that impact their local communities, as well as the broader social impact ecosystem.

DO Impact focuses on key initiatives to use our technology and technical expertise to support non-profit organizations, educational institutions, social enterprises and others who are working to advance social good. Furthermore, we promote inclusive entrepreneurship for underrepresented communities by providing resources and training within those communities and highlighting the impactful work of the entrepreneurs in the program through storytelling. Finally, we encourage employee giving by offering a generous donation match program with respect to our employees’ charitable giving and also provide employees with credits at certain milestones to donate to a charitable organization of their choosing.

For a more detailed description of our Social Responsibility initiatives, please see our Annual Report.

Environmental Initiatives

As a company offering Infrastructure-as-a-Service (“IaaS”), Platform-as-a-Service (“PaaS”), Software-as-a-Service (“SaaS”) and artificial intelligence and machine learning (“AI/ML”) solutions, we have a relatively light environmental footprint. Our primary consumption of resources comes from our energy usage in data centers, facilities and employee travel. We believe, however, that environmentally responsible operating practices will serve to benefit stockholders, partners, customers and employees alike. We strive to incorporate sustainability into our business wherever possible, from product development to data center selection. We continue to look for and adopt new ways in which we can positively address sustainability challenges.

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NON-EMPLOYEE DIRECTOR COMPENSATION

The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the year ended December 31, 2023.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Option Awards ($)	Stock Awards ($)⁽²⁾⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Warren Adelman	—	974,985⁽⁵⁾	285,634	691,813	1,952,431
Pratima Arora	23,250	—	257,599	—	280,849
Amy Butte	55,000	—	233,230	—	288,230
Warren Jenson	—	—	286,911	—	286,911
Pueo Keffer	—	—	280,247	—	280,247
Christopher Merritt	—	—	638,186	—	638,186
Hilary Schneider	—	—	287,907	—	287,907

(1)	The amounts shown for Mses. Arora and Butte reflect the cash fees that such non-employee directors received under our non-employee director compensation policy for the fiscal year ended December 31, 2023. Non-employee director fees are paid quarterly at the end of each fiscal quarter.

(2)

Pursuant to the non-employee director compensation policy, each of our non-employee directors has the option to be paid in the form of cash or fully-vested restricted stock unit (“RSU”) awards. Each of Ms. Schneider and Messrs. Jenson, Keffer and Merritt elected to be paid in RSUs for fees earned with respect to the fiscal year ended December 31, 2023. Ms. Arora elected to be paid in RSUs for fees earned through June 30, 2023 and elected to be paid in cash for the remainder of the year. Mr. Adelman elected to be paid in RSUs for fees earned through August 24, 2023, the date Mr. Adelman became our Executive Chairman and was no longer eligible to receive compensation under our non-employee director compensation policy. Mr. Merritt joined our Board on April 17, 2023 and, upon his appointment, Mr. Merritt received an Initial Grant (as defined below). In addition, pursuant to the non-employee director compensation policy, each of the non-employee directors as of the close of business on the date of our 2023 Annual Meeting of Stockholders automatically received an Annual Grant (as defined below). With respect to RSU grants, the number of shares of common stock granted to a director is based on the average trading price of our common stock on the NYSE for the 10 trading days immediately prior to and ending on the grant date. The grant date fair value was calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”) based on the closing stock price at the grant date. This amount does not reflect the actual economic value that may be realized by the director. The grant date fair value of the RSUs granted in 2023 are as follows:

Name	Quarter Ended March 31, 2023 ($)	New Board Member Grant April 17, 2023 ($)	Annual Grant June 6, 2023 ($)	Quarter Ended June 30, 2023 ($)	Quarter Ended September 30, 2023 ($)	Quarter Ended December 31, 2023 ($)	Total ($)
Warren Adelman	21,426	—	233,230	19,468	11,510	—	285,634
Pratima Arora	12,769	—	233,230	11,600	—	—	257,599
Amy Butte	—	—	233,230	—	—	—	233,230
Warren Jenson	14,415	—	233,230	13,086	13,192	12,988	286,911
Pueo Keffer	11,203	—	233,230	11,600	11,703	12,511	280,247
Christopher Merritt	—	380,317	233,230	7,185	8,795	8,659	638,186
Hilary Schneider	13,709	—	233,230	12,484	13,625	14,859	287,907

(3)	The following table sets forth (a) the aggregate number of outstanding RSUs held by each non-employee director as of December 31, 2023 and (b) the aggregate number of outstanding options held by each non-employee director as of December 31, 2023.

Name			Total RSUs Held			Total Options Held
Warren Adelman

SEC Form DEF 14A filed by DigitalOcean Holdings Inc.