SEC Form PRE 14A filed by DigitalOcean Holdings Inc.

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

(Amendment No.   )

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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION

 

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 9, 2025 at 12:00 p.m. Eastern time / 10:00 a.m. Mountain time. The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/DOCN2025. 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:

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

The record date for the Annual Meeting, and any adjournment or postponement thereof, is April 11, 2025. 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 [•], 2025

Our Board of Directors (the “Board”) is soliciting your proxy to vote at the 2025 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/DOCN2025, on June 9, 2025 at 12:00 p.m. Eastern time / 10:00 a.m. Mountain 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, 2024 (the “Annual Report”), to our stockholders primarily via the Internet. On or about April [•], 2025, 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 11, 2025 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were [•] 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/DOCN2025 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, 2024, 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., 105 Edgeview Drive, Suite 425, Broomfield, Colorado, 80021 or by emailing [email protected].

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 [•], 2025 to all stockholders entitled to vote at the Annual Meeting.

We may send you a proxy card, along with a second Notice, on or after May 1, 2025.

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/DOCN2025. 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/DOCN2025.

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 / 9:45 a.m. Mountain time on June 9, 2025.

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/DOCN2025 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.

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/DOCN2025 or at www.proxyvote.com. Technical support will be available starting at 11:45 a.m. Eastern time / 9:45 a.m. Mountain time on June 9, 2025.

Only stockholders at the close of business on April 11, 2025 will be entitled to vote at the Annual Meeting. On the Record Date, there were [•] shares of common stock outstanding and entitled to vote.

If, on April 11, 2025, 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.

If, on April 11, 2025, 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.

There are four matters scheduled for a vote:

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.

You may either vote “For” the nominee 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, the non-binding advisory approval of the compensation of our named executive officers and approval of our amended and restated certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law and make an additional non-substantive and clarifying change, 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:

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.

If we receive your vote by proxy card, telephone or Internet by 11:59 p.m. Eastern time / 9:59 p.m. Mountain time on June 8, 2025, we will vote your shares as you direct.

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.

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 11, 2025.

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.

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:

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

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 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 the one nominee for director (Proposal 1); “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, 2025 (Proposal 2); “FOR” the approval of the compensation of our named executive officers (Proposal 3); and “FOR” the approval of our amended and restated certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law and make an additional non-substantive and clarifying change (Proposal 4). 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.

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 the director nominee (Proposal 1), “say-on-pay” (Proposal 3), and the approval of our amended and restated certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law and make an additional non-substantive and clarifying change (Proposal 4) 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.

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, 3 and 4 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.

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (i) for the proposal to elect the Class I director (Proposal 1), votes “FOR,” “WITHHOLD” and broker non-votes; (ii) with respect to Proposal 2, votes “FOR” and “AGAINST” and abstentions; (iii) with respect to Proposal 3, votes “FOR” and “AGAINST,” abstentions and broker non-votes; and (iv) with respect to Proposal 4, votes “FOR” and “AGAINST,” abstentions and broker non-votes.

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

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 [•] 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.

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.

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December [•], 2025 to our Corporate Secretary at DigitalOcean Holdings, Inc., 105 Edgeview Drive, Suite 425, Broomfield, Colorado, 80021. Under our bylaws, if you wish to submit a proposal (including a director nomination) at the 2026 Annual Meeting of Stockholders 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 9, 2026 and no later than the close of business on March 11, 2026, 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 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.

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.

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 three directors in the class whose term of office expires in 2025, one of whom has been nominated for re-election to the Board. Amy Butte and Christopher Merritt informed the Company of their intentions not to stand for re-election to the Board earlier this year and the Board subsequently determined to reduce the size of the Board to six members effective immediately prior to the election of directors at the Annual Meeting. If elected at the Annual Meeting, Padmanabhan Srinivasan would serve until the 2028 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Seven out of eight of our then-serving directors attended the 2024 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 one nominee 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 one nominee named in this Proxy Statement. 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 the nominee and director whose term will continue after the Annual Meeting.

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.

Warren Adelman, age 61, has served as a member of our Board since November 2020. Mr. Adelman served as our lead independent director from June 2022 to August 2023 and as our Executive Chairman from August 2023 to August 2024. In August 2024, Mr. Adelman was reappointed by the Board to serve as our lead independent director. 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 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 43, 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 64, 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.

Pratima Arora, age 45, has served as a member of our Board since February 2021. Since January 2025, Ms. Arora has served as an advisor to Chainalysis Inc., a blockchain data platform, where she previously served as the Chief Product and Technology Officer from June 2021 to December 2024. 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 68, has served as a member of our Board since December 2020. Mr. Jenson served as President and Chief Financial Officer at Nielsen Holdings plc, a firm specializing in audience measurement, data, and analytics, where he served from April 2023 to December 2024. 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, Jobcase, an online job marketplace and social platform, and Dropbox, a cloud-based file storage and collaboration 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.

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: Mr. Adelman, 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 had a material or other disqualifying relationship with the Company. Mr. Srinivasan is not independent due to his position as our Chief Executive Officer.

Pursuant to our Corporate Governance Guidelines, the Board will select the chairperson of the Board or, in the absence of a chairperson, a lead independent director (the “Lead Independent Director”) in the manner that it determines to be in the best interests of our stockholders. The Board does not currently have a chairperson. Mr. Adelman currently serves as the Lead Independent Director of the Board, a role which he has most recently held from August 2024 and previously served in from June 2022 through August 2023, when he was appointed as our Executive Chairman and ceased to be independent. The 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. In addition, we believe that having a Lead Independent Director creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and our stockholders, including with respect to risk management. As a result, we believe that having a Lead Independent Director can enhance the effectiveness of the Board as a whole.

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.

The Audit Committee of the Board (the “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 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 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.

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.

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 at least 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.

The Board met seven 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.

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 2024 for each of the Board committees:

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.

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:

The Audit Committee is composed of three directors: Mr. Jenson, Mr. Adelman and Ms. Butte. Ms. Butte is not standing for re-election at the Annual Meeting. Effective as of immediately after the Annual Meeting, Ms. Schneider shall become a member of the Audit Committee. The Audit Committee met four 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.

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. Adelman, 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.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 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, 2024.

Members of the Audit Committee

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.

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:

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 five 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.

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The Compensation Committee meets regularly in executive session. 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.

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.

The Nominating and Corporate Governance Committee is responsible for:

The Nominating and Corporate Governance Committee is composed of three directors: Mr. Adelman, 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 three 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 expertise from which he or she is 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 skills, backgrounds and experiences, 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., 105 Edgeview Drive, Suite 425, Broomfield, Colorado, 80021. 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

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?”

The Board’s independent directors meet at regularly scheduled executive sessions without management present. When in office, the Lead Independent Director presides at executive sessions of independent directors. While Mr. Adelman was serving as Executive Chairman and was not an independent director, a director designated at each executive session by the non-management or independent directors, as applicable, presided at the 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., 105 Edgeview Drive, Suite 425, Broomfield, Colorado, 80021. 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.

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.

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.

The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024.

Under our non-employee director compensation policy, as amended in March 2023, each of our non-employee directors is eligible to receive compensation for service on the Board and committees of the Board as set forth below.

Each non-employee director will receive the following cash compensation (as applicable) for serving on the Board and its committees:

The annual cash compensation amounts are payable in equal quarterly installments in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service.

Retainer Grant. Each non-employee director may elect to convert his or her cash compensation under the policy into an RSU award for common stock (the “Retainer Grant”). If a non-employee director timely makes this election, each such Retainer Grant will be automatically granted on the date the corresponding cash compensation otherwise would be paid under the policy. The number of shares of our common stock underlying each Retainer Grant is equal to (A) the aggregate amount of the corresponding cash compensation otherwise payable to the non-employee director divided by (B) the average closing price per share of our common stock on the NYSE for the 10 trading days prior to and ending on the date of grant. Each Retainer Grant will be fully vested on the date of grant.

Initial Grant. Each new non-employee director who joins the Board will automatically receive an RSU award for common stock based on the average fair market value of the underlying common stock for the 10 trading days prior to and ending on the date of grant (the “Initial Grant”). The Initial Grant for new non-employee directors is valued at $400,000. Each Initial Grant will vest over three years, with one-third of the Initial Grant vesting on each of the first, second and third anniversaries of the date of grant, subject to the non-employee director’s continued service to us through the applicable vesting dates.

Annual Grant. On the date of each annual meeting of our stockholders, each person who is then a non-employee director will automatically receive an RSU award for common stock based on the average fair market value of the underlying common stock for the 10 trading days prior to and ending on the date of grant (the “Annual Grant”). The Annual Grant for non-employee directors is valued at $200,000. Each Annual Grant will vest on the earlier of (i) the date of the following year’s annual meeting of our stockholders (or the date immediately prior to the next annual meeting of our stockholders if the non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of grant, subject to the non-employee director’s continued service to us through the applicable vesting date.

Any unvested Initial Grant or Annual Grant held by each non-employee director who is providing services as of immediately prior to a “corporate transaction” (as defined in the non-employee director compensation policy) will become fully vested as of immediately prior to the closing of such corporate transaction.

We will reimburse each eligible non-employee director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board or committee meetings.

Effective August 24, 2023, in connection with the Company’s chief executive officer succession plan, Warren Adelman was appointed Executive Chairman of the Board. From his appointment through the date Mr. Srinivasan commenced employment as our Chief Executive Officer in February 2024, Mr. Adelman earned a $162,500 monthly salary and was issued a stock option grant with a grant date fair value equal to $974,985, which was scheduled to vest in six equal monthly installments until the commencement of employment of our new Chief Executive Officer, subject to Mr. Adelman’s continued employment through each such vesting date (the “Executive Chairman Option”). In connection with Mr. Srinivasan’s commencement of employment in February 2024, Mr. Adelman forfeited 7,800 options, representing the unvested options under the Executive Chairman Option as of such date. At such time, Mr. Adelman entered into a letter agreement with the Company, pursuant to which Mr. Adelman (i) continued to serve as our Executive Chairman until August 2024, (ii) received a salary of $81,250 per month, and (iii) received an RSU grant with a grant date fair value of $1,351,700, which vested in six equal monthly installments beginning on March 12, 2024, subject to Mr. Adelman’s continuous service on each such date. In addition, while serving as Executive Chairman, Mr. Adelman was eligible to participate in the employee benefit plans offered by the Company to its employees generally. Pursuant to the terms of the letter agreement, Mr. Adelman ceased serving as our Executive Chairman on August 25, 2024, at which time he became an independent director and was appointed our Lead Independent Director. The grant date fair values reported in this paragraph were computed in accordance with ASC Topic 718 and do not reflect the actual economic value that may be realized by Mr. Adelman.

In March 2024, our Board adopted stock ownership guidelines (the “Stock Ownership Guidelines”) to more closely align the financial interests of our executive officers and non-employee directors with the interests of our stockholders. The Stock Ownership Guidelines provide that non-employee directors are required to own Company stock with a value at least equal to three times the amount of the annual retainer paid to directors. Each of our non-employee directors has five years following the later of (1) their appointment to our Board or (2) the adoption of the Stock Ownership Guidelines to satisfy the stock ownership requirement.

Qualifying shares under the Stock Ownership Guidelines consist of: (i) shares of our common stock held directly or beneficially owned by the non-employee director or his or her immediate family members residing in the same household and (ii) shares held in trusts or similar entities for the benefit of the non-employee director or his or her immediate family members. Unvested equity awards or unexercised stock options are not considered qualifying shares under the Stock Ownership Guidelines.

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. PwC has served as our auditor since 2023. Representatives of PwC are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

On March 27, 2023, the Board, following an annual evaluation of the incumbent independent registered public accounting firm, dismissed Ernst & Young LLP (“EY”), who had served as our independent registered accounting firm since 2015 and continued to serve as our auditor for the fiscal year ended December 31, 2022. The audit report of EY on the consolidated financial statements of the Company for the fiscal year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal year ended December 31, 2022 and for the subsequent interim period through March 27, 2023, there were (i) no disagreements with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K of the SEC (“Regulation S-K”).

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of PwC as our independent registered public accounting firm. However, the Board is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of a majority of the votes cast on such matter voting affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting will be required to ratify the selection of PwC.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and December 31, 2023 by PwC, the Company’s principal accountant.

All fees described above were pre-approved by the Audit Committee in accordance with the policy described below.

The Audit Committee has adopted a policy and procedure for the pre-approval of audit and permissible non-audit services rendered by our independent registered public accounting firm, PwC. The policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee. The Audit Committee has delegated to the chair of the Audit Committee the authority to approve audit services, audit-related services, tax services and other non-audit services to be rendered by our independent registered public accounting firm subject to a maximum dollar amount, provided that any approval of services by the chair of the Audit Committee pursuant to this delegated authority is reported on at the next meeting of the Audit Committee.

The Audit Committee has determined that the rendering of services other than audit services by PwC is compatible with maintaining the principal accountant’s independence.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with the requirements of Section 14A of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers (as disclosed under “Executive Compensation—Compensation Discussion and Analysis,” the tables included in the section titled “Executive Compensation” and the accompanying narrative).

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this Proxy Statement, which provides a comprehensive review of our executive compensation program and its elements, objectives and rationale.

The vote on this resolution is not intended to address any specific element of compensation, rather the vote relates to the compensation of our named executive officers in its totality, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

In accordance with Section 14A of the Exchange Act rules, stockholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

The approval of this non-binding proposal requires the affirmative vote of a majority of votes cast on such matter, and voting affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting.

Since this proposal is an advisory vote, the result will not be binding on our Board or Compensation Committee. However, our Board values our stockholders’ opinions, and the Board and Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE NON-BINDING

RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION

The following table sets forth information for our executive officers as of the date of this Proxy Statement:

Padmanabhan Srinivasan. Biographical information for Padmanabhan Srinivasan is included above with the director biographies under the caption “Nominee for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders.”

W. Matthew Steinfort has served as our Chief Financial Officer since January 2023. From September 2017 to December 2022, Mr. Steinfort served as the Chief Financial Officer of Zayo Group Holdings, Inc., a provider of telecommunications infrastructure services, and, prior to serving in such capacity, Mr. Steinfort served as the Executive Vice President, Corporate Strategy, Development and Administration at Zayo from November 2016 to September 2017. From February 2006 to November 2016, Mr. Steinfort served as Co-Founder and Chief Executive Officer of Envysion, Inc., a video intelligence SaaS company, where he also served on the board of directors from January 2013 until its merger with Motorola Solutions, Inc. in November 2021. Previously, Mr. Steinfort was the Senior Vice President of Corporate Strategy at ICG Communications, a communications company that provides data and voice services, and held a variety of vice president roles at Level 3 Communications, an internet and telecommunications provider. Earlier in his career, Mr. Steinfort held positions at management consultancy Bain & Company and IT consultancy Cambridge Technology Partners. Mr. Steinfort received a B.S.E. in Civil Engineering and Operations Research from Princeton University and an M.B.A. from the MIT-Sloan School of Management.

Bratin Saha has served as our Chief Product and Technology Officer since June 2024. From December 2017 to June 2024, Mr. Saha served as Vice President and General Manager of Artificial Intelligence and Machine Learning at Amazon Web Services, a cloud computing platform. From July 2016 to December 2017, Mr. Saha served as a Vice President of Product at Nvidia, a supplier of graphics processing units. Earlier in his career, from 2002 to 2016, Mr. Saha served in various capacities at Intel, a designer and manufacturer of semiconductor technology, where he most recently served as the Senior Director, SW Development. Mr. Saha received a Bachelors in Technology from the Indian Institute of Technology and a Ph.D. in Computer Science from Yale University.

Lawrence D'Angelo has served as our Chief Revenue Officer since July 2024. From April 2023 to July 2024, Mr. D’Angelo served as Chief Customer Officer at Rapid7, a cybersecurity software company. From 2020 to April 2023, Mr. D’Angelo served in various capacities at Cove Hill Partners, a private equity firm, where he most recently served as Executive In Residence. From September 2011 to October 2019, Mr. D’Angelo served as Chief Sales Officer at LogMeIn, a provider of software as a service and cloud-based remote work tools for collaboration and IT management. Mr. D’Angelo received a B.S. in Optical Engineering from the University of Rochester.

The following Compensation Discussion and Analysis describes the material elements of our executive compensation program for the fiscal year ended December 31, 2024. It also provides an overview of our compensation philosophy and objectives, our process for setting executive compensation and how the Compensation Committee arrived at the specific compensation decisions for the individuals who served as our principal executive officer, principal financial officer and our three other most highly-compensated executive officers for the year ended December 31, 2024, collectively referred to as our “named executive officers.”

Our named executive officers for the fiscal year ended December 31, 2024 were:

As described in further detail below:

DigitalOcean is a leading cloud computing platform, offering simple, scalable and approachable on-demand infrastructure and platform services for developers at growing technology companies. Our platform simplifies cloud computing, enabling our customers to rapidly accelerate innovation and productivity. Our customers include growing technology companies across numerous industry verticals ranging from gaming to fintech to cybersecurity, among many others, and leverage our platform for a wide variety of use cases, such as building and hosting websites, developing new web and mobile applications, integrating AI into their businesses, and building AI products and applications, among many others. We believe that being simple, scalable and approachable are our key differentiators, driving a broad range of customers around the world whose needs are not being fully met by larger cloud providers to build and grow their businesses on our platform.

We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), including our Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings; and artificial intelligence and machine learning (AI/ML), including our GPU Droplets, Notebooks and GenAI Platform offerings.

To supplement our consolidated financial statements, which are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), we provide investors with certain non-GAAP financial measures, including adjusted EBITDA and adjusted EBITDA margin; non-GAAP net income and non-GAAP diluted net income per share; and adjusted free cash flow and adjusted free cash flow margin. For a full reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, see Exhibit 99.1 to our Current Report on Form 8-K filed on February 25, 2025.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is effective at driving performance and supporting long-term growth for our stockholders while mitigating risk. The following summarizes our executive compensation and related policies and practices that were in effect in 2024:

At the 2024 Annual Meeting of Stockholders, approximately 91% of votes cast approved the “say-on-pay” proposal regarding the compensation awarded to our named executive officers. We take the views of our stockholders seriously and view this result as an indication that the principles of our executive compensation program are generally supported by our stockholders. We have adopted a policy pursuant to which we plan to hold a say-on-pay vote on an annual basis. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2029.

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and aligning the compensation of our executive officers with the long-term interests of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

Our executive compensation program generally consists of the following three principal components: base salary, performance-based cash bonus and long-term equity incentive compensation. We also provide our executive officers with benefits available to our employees in the same location of residence as the respective executive officer, including retirement benefits, participation in employee benefit plans and participation in our 2021 Employee Stock Purchase Plan (“ESPP”).

We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, motivating, rewarding and retaining our executive officers with the goal of aligning their interests with those of our stockholders. The annual compensation of our executive officers typically varies from year to year in a manner that is consistent with our “pay-for-performance” philosophy. Specifically, our executive compensation program emphasizes “variable” and “at-risk” pay over “fixed” pay.

Compensation decisions for our executive officers are determined by the Compensation Committee, with input from Compensia, our independent compensation consultant, and, as appropriate, management (including our Chief Executive Officer, except in regard to his own compensation). The Compensation Committee reviews the compensation of our executive officers on an annual basis to ensure the executives are appropriately compensated and motivated, and makes adjustments as necessary.

Pursuant to its charter, the Compensation Committee is primarily responsible for establishing, approving and adjusting compensation arrangements for our executive officers and for reviewing and approving performance goals and objectives relevant to these compensation arrangements, and considering factors related to company performance. For additional information about the Compensation Committee, see the section titled “Information Regarding the Board of Directors and Corporate Governance—Compensation Committee.”

Generally, the Compensation Committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by our Chief Executive Officer. In the case of our Chief Executive Officer, the Compensation Committee approves and recommends to the independent members of the full Board for their approval any adjustments to our Chief Executive Officer’s compensation. For all executive officers, the Compensation Committee may, as part of its deliberations, review and consider, as appropriate,

materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to the individuals in various hypothetical scenarios, executive stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive compensation paid at other peer group companies identified by the consultant.

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. For the fiscal year ended December 31, 2024, the Compensation Committee retained Compensia to review and assess our executive compensation practices relative to market compensation practices and to provide market compensation data. For additional information on this engagement, see the section below titled “Role of the Compensation Consultant.”

In discharging its responsibilities, the Compensation Committee works with members of our management, including our Chief Executive Officer, Chief Financial Officer, General Counsel and SVP, People. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews management’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term equity incentive compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to their own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with management and considers them as one factor in determining the compensation for our executive officers. Our executive officers recuse themselves from all deliberations and recommendations regarding their own compensation. The Compensation Committee has also delegated limited authority to certain members of management to make equity grants to certain employees who are not executive officers within pre-approved guidelines.

For fiscal year 2024, the scope of Compensia’s engagement for the Compensation Committee included:

The Compensation Committee has analyzed whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and stock exchange listing standards. Based on its analysis, the Compensation Committee determined that the work of Compensia during 2024 did not create any conflict of interest pursuant to the SEC rules and stock exchange listing standards.

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of publicly-traded technology companies against which we compete for executive talent and that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the Compensation Committee considers, however, in formulating its recommendations with respect to the compensation of our executive officers.

In October 2023, the Compensation Committee, with the assistance of Compensia, determined the peer group for purposes of fiscal year 2024 compensation decisions was as follows:

The Compensation Committee reviews our peer group at least annually and makes adjustments to its composition, if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. For 2024 compensation benchmarking, Datadog, Confluent, Elastic N.V. and Freshworks were removed from the peer group because they no longer met the targeted selection criteria and New Relic was removed from the peer group because it was acquired. BigCommerce Holdings, Progress Software, Solarwinds and Squarespace were added to the peer group because they met the targeted selection criteria and because of the comparable nature of their businesses.

Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2024. Compensia prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, 65th and 75th percentiles of the market data) with respect to base salary, performance-based cash bonuses, long-term equity compensation, total target cash compensation (base salary and annual target performance-based cash bonus) and total direct compensation (total target cash compensation and long-term equity compensation) with respect to each of the executive officers. The Compensation Committee targeted total direct compensation to fall between the 50th and 65th percentiles of the market data, but reviewed the market data reference points as only one of the factors in making 2024 compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

The Compensation Committee sets the compensation of our executive officers at levels determined to be competitive and appropriate for each executive officer, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below:

Executive officer compensation for the fiscal year ended December 31, 2024 consisted of the following components (subject to certain exceptions in connection with the new hire of certain of our named executive officers as discussed in further detail below):

Base salary represents the fixed portion of the compensation of our executive officers, and is an important element of compensation intended to attract and retain highly talented individuals. The Compensation Committee’s decisions on base salary levels for the executive officers generally occur in the first quarter of each year (absent extenuating circumstances) and are primarily based on its review of competitive market information for comparable positions, the executive’s performance of his or her duties, the criticality of the executive’s role to the execution of corporate strategy and the executive’s potential to impact future business results. For our executive officers other than our Chief Executive Officer, the Compensation Committee also considers our Chief Executive Officer’s recommended salary adjustments based on position relative to the competitive market information. Base salaries are reviewed by our Compensation Committee annually and are adjusted from time-to-time as deemed appropriate.

In February 2024, the Compensation Committee reviewed the base salaries of our then-serving executive officers and determined not to make any adjustments to the base salaries of our executive officers. In connection with the approval of the compensation packages being offered to incoming executive officers throughout 2024, the Compensation Committee determined such executive officers’ base salary based upon market data provided by and in consultation with Compensia. Set forth below are the base salaries for each of our named executive officers as of both December 31, 2023 and December 31, 2024:

The actual base salary amounts paid to our named executive officers for fiscal year 2024 are set forth in the “Summary Compensation Table” below.

Our annual performance-based cash bonus awards provide incentive compensation that is specifically designed to motivate our executive officers to achieve annual financial objectives set by the Compensation Committee and to reward them for results and achievements in a given year. The annual target bonus opportunities for our executive officers are generally determined by the Compensation Committee in the first quarter of each year and expressed as a percentage of each individual’s annual base salary. After a review of the factors described in the section above, in February 2024, the Compensation Committee determined that the annual target bonus opportunity for each of Messrs. Steinfort and Gadit should remain the same as the prior year at 80% and 70%, respectively. The annual target bonus opportunity for Messrs. Srinivasan, Saha and D'Angelo were set by the Compensation Committee in connection with each of their hiring in 2024. Bonuses are payable based on the target bonus percentage in effect as of the end of the applicable year for which the bonus is being paid and prorated based on any changes in salary throughout the year. The bonus payable is also prorated based on the number of days that the executive officer was employed by the Company during the relevant bonus year. The target bonus opportunities approved for and amounts earned by our named executive officers for 2024 were as follows:

The Compensation Committee approved the initial performance metrics and their relative weighting for fiscal year 2024 performance-based cash bonus awards in the first quarter of 2024. The targets against which performance is measured are generated through our annual budget and strategic planning process, which was reviewed with our Board, finalized in the first quarter of 2024 and later amended in the second quarter of 2024. Consistent with the prior year, for 2024, the Compensation Committee determined that the total annual bonus opportunity for our executive officers would be 100% based on predetermined corporate performance objectives, as discussed in further detail below, to further align the interests of our executive officers with the interests of our stockholders.

For 2024, the Compensation Committee determined that three-quarters of the total annual bonus would be based on revenue and one quarter of the total annual bonus would be based on adjusted free cash flow margin (defined as net cash provided by operating activities less purchases of property and equipment, capitalized internal-use software costs, purchase of intangible assets and excluding cash paid for restructuring and other charges, acquisition related compensation, restructuring related charges, and acquisition and integration related costs, as a percentage of revenue). For fiscal year 2024, the Compensation Committee increased the weighting of revenue from one-half to three quarters of the total annual bonus in an attempt to further prioritize the importance of increasing revenue growth. The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors.

For purposes of calculating the bonus payout amount, when the determined achievement of either of the components exceeds the specified targets, accelerators are applied in order to reward the higher than expected performance, while decelerators are applied if the actual results are lower than the performance target. The potential payout range for each of the revenue and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) was 25-150% and 50-150%, respectively, of the executive’s target bonus opportunity for such component. With respect to the revenue component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts and the target and maximum amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year.

The Compensation Committee approved the initial revenue and adjusted free cash flow margin goals during the first quarter of 2024. The initial goals were subsequently adjusted to factor in our revised forecasts for revenue and adjusted free cash flow margin to account for the approval of additional incremental artificial intelligence-related capital expenditures during the first half of 2024. The initial and adjusted revenue and adjusted free cash flow margin goals for the 2024 performance-based cash bonus were as follows:

In February 2025, achievement of the corporate performance goals for fiscal year 2024 was determined to be as follows: (i) revenue was $781 million, resulting in a 61.7% weighted payout with respect to such component; and (ii) adjusted free cash flow margin was 17%, resulting in a weighted payout of 33.1% with respect to such component, which results in a total bonus payout of 94.8%. Since the total annual bonus opportunity was based entirely on the results of these metrics, each eligible executive officer, other than Mr. Saha, earned 94.8% of such executive’s total annual bonus opportunity. Pursuant to his employment agreement, Mr. Saha was entitled to a pro-rated bonus equal to the greater of (i) 100% of his target annual bonus or (ii) the portion of the bonus actually achieved. Accordingly, Mr. Saha received a pro-rated bonus based on 100% of his target bonus opportunity. Actual payouts for fiscal year 2024 are included in the table set forth above and the “Summary Compensation Table” below.

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain qualified executive officers in an increasingly competitive market.

Long-term incentive compensation opportunities in the form of equity awards are granted to our executive officers by the Compensation Committee, with the exception of our Chief Executive Officer whose compensation is approved by the Board of Directors. As with other elements of compensation, the Compensation Committee determines the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review in the first quarter of the year (absent extenuating circumstances) and after taking into consideration the individual officer’s responsibilities, performance and existing equity retention profiles, and the other factors described in “Factors Used in Determining Executive Compensation” above. For awards to executive officers other than our Chief Executive Officer, the Compensation Committee also takes into account the recommendations of our Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein.

In 2024, consistent with the prior year, the Compensation Committee determined to grant to Mr. Steinfort long-term equity incentive compensation awards as follows: (i) 35% of the total value of the long-term equity incentive compensation would be in the form of RSU awards, which vest over a four year period and settle for shares of our common stock; and (ii) 65% of the total value of the long-term equity incentive compensation would be in the form of PSU awards, which are earned contingent upon our achievement of corporate financial objectives, as discussed in

further detail below, and then, assuming achievement, will vest over a three year period (inclusive of the performance period) and be settled for shares of our common stock. Since the value of RSU and PSU awards increases with any increase in the value of the underlying shares, these equity awards serve as an incentive that aligns the interests of our executive officers with the long-term interests of our stockholders. In addition, because the awards are subject to a multi-year vesting requirement, RSU and PSU awards serve our retention objectives since our executive officers generally must remain continuously employed by us through the applicable vesting dates to fully earn these awards. We believe that granting PSUs further aligns the interests of our executive officers with our stockholders in driving long-term company performance and growth in value.

For 2024, the Compensation Committee determined that three-quarters of the PSU award would be based on revenue and one quarter of the total annual bonus would be based on adjusted free cash flow margin (as defined above). For fiscal year 2024, the Compensation Committee separated the revenue and free cash flow metrics such that achievement of the PSU was based on the achievement of each such metric independently and gave more weight to the revenue metric in an attempt to further prioritize the importance of increasing revenue growth. The Compensation Committee intended these goals to be challenging to attain based on an analysis of internal forecasts and external market factors.

For purposes of calculating the percentage of PSU achievement, when the determined achievement of either of the components exceeds the specified targets, accelerators are applied in order to reward the higher than expected performance, while decelerators are applied if the actual results are lower than the performance targets. The potential payout range for each of the revenue and adjusted free cash flow margin components (after applying the decelerator/accelerator factor) was 25-200% and 50-200%, respectively, of the executive’s target bonus opportunity for such component. With respect to the revenue component, the actual payout was set to be 25% for achievement at the threshold amount and up to the intermediate amount and then was determined based on a linear interpolation for achievement between the intermediate and target amounts and the target and maximum amounts. With respect to the adjusted free cash flow margin component, the actual payout was set to be 50% for achievement at the threshold amount and then was determined based on a linear interpolation for achievement between the threshold and target amounts and the target and maximum amounts. The impact of any acquisitions would be determined on a case-by-case basis during the course of the year.

The Compensation Committee approved the initial revenue and adjusted free cash flow margin goals during the first quarter of 2024. The initial goals were subsequently adjusted to factor in our revised forecasts for revenue and adjusted free cash flow margin to account for the approval of additional incremental artificial intelligence-related capital expenditures during the first half of 2024. The initial and adjusted revenue and adjusted free cash flow margin goals for the 2024 PSU awards were as follows:

The equity awards granted to Mr. Steinfort in April 2024 as part of our annual compensation review are set forth in the table below.

In February 2025, the Compensation Committee determined that 2024 (i) revenue was $781 million, resulting in a 61.7% weighted payout with respect to such component; and (ii) adjusted free cash flow margin was 17%, resulting in a weighted payout of 33.1% with respect to such component, resulting in the achievement of 94.8% of the target amounts for purposes of the 2024 PSU awards.

In addition to the award granted in April 2024 pursuant to our annual compensation review described above, we also granted certain additional equity awards to our named executive officers as set forth below. With the exception of the MRSU (as defined below), the grant date fair value of the awards in the following bullet points was computed in accordance with ASC Topic 718 and does not reflect the actual economic value that may be realized by the named executive officers.

There is no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination.

If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date (the “Second Performance Period”) will vest on the fifth anniversary of the grant date.

The vesting of the MRSU is contingent upon Mr. Srinivasan’s continuous service with the Company through each applicable vesting date and any outstanding MRSUs that do not vest on or prior to the date of Mr. Srinivasan’s termination date will terminate and be forfeited. However, if Mr. Srinivasan is terminated without “cause” or resigns for “good reason” (each as defined in the Srinivasan Agreement), to the extent any stock price targets set forth above are achieved prior to the termination date, the applicable MRSUs (including any earned but unvested MRSUs) will vest on the termination date. In the event of a “corporate transaction” (as such term is defined in the Company’s 2021 Equity Incentive Plan (the “2021 Plan”)), Mr. Srinivasan will be eligible to vest in the applicable MRSUs based on the higher achievement of any stock price targets achieved (x) prior to the corporate transaction or (y) based on the value of the per-share consideration received by Company stockholders in connection with the corporate transaction.

The complete list of equity awards granted to our named executive officers in fiscal year 2024 are reported in the “Summary Compensation” and “Grants of Plan Based Awards” tables below.

We have entered into employment arrangements with each of our named executive officers. The arrangements generally provide for at-will employment without any specific term and set forth the named executive officer’s base salary then in effect, bonus potential, eligibility for employee benefits and severance benefits upon a qualifying termination of employment (including in the event of terminations in connection with a change in control of the Company), subject to such executive officer executing a separation agreement. Further information regarding the employment agreements is set forth below in the section titled “Executive Compensation–Narrative Disclosure to the Summary Compensation Table” below.

Further information regarding the potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreements and other agreements governing payments related to their employment is set forth in the section titled “Executive Compensation—Potential Payments Upon Termination or Change in Control” below.

Personal benefits currently are not a significant component of our named executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our named executive officers, except as generally made available to our employees or in situations where we believe it is appropriate to serve a legitimate business purpose, including to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, to help ensure the privacy and security of our executive officers, and for recruitment and retention purposes.

Our named executive officers did not participate in, or earn any benefits under, any pension or retirement plan or nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024, other than such plans made available to all our salaried employees in the same location of residence as the respective executive officer. Our Board may elect to provide our executive officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

All of our executive officers are eligible to participate in our standard employee benefit plans in their location of residence, including our medical, dental, vision, life, disability and accidental death and dismemberment insurance plans. In addition, for employees in the U.S., we contribute to the health savings accounts for employees, including executive officers, who elect to participate in our high deductible health plan. In regions where we pay the premiums for life, disability and accidental death and dismemberment insurance for our employees, we also pay such premiums on behalf of our executive officers residing in those regions.

Under ASC Topic 718, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC Topic 718.

Under Section 162(m) of the Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Compensation Committee will consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our executive officers in a manner consistent with the goals of our executive compensation program and the best interests of our stockholders, which may include providing for compensation that is not deductible due to the deduction limit under Section 162(m) of the Code.

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees and designated consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

Our insider trading policy prohibits hedging or monetization transactions with respect to our common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our common stock, which include publicly-traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse the Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

In addition, our Board has adopted an Incentive Compensation Recoupment Policy (the “Clawback Policy”) designed to comply with Section 10D of the Exchange Act and the NYSE clawback listing standards. A copy of the Clawback Policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Pursuant to our Stock Ownership Guidelines described above, our executive officers are required to hold minimum thresholds of our Company stock equal to (1) at least five times the annual base salary for the chief executive officer, (2) at least three times the annual base salary for the chief financial officer and (3) at least one time the annual base salary for all other executive officers. Each of our executive officers has five years following the later of (1) their commencement of service with the Company as an executive officer (which includes the date of promotion to a position subject to the Stock Ownership Guidelines or to a new multiple level within the Stock Ownership Guidelines) or (2) the adoption of the Stock Ownership Guidelines to satisfy the stock ownership requirement.

Qualifying shares under the Stock Ownership Guidelines consist of: (i) shares of our common stock held directly or beneficially owned by the executive officer or his or her immediate family members residing in the same household and (ii) shares held in trusts or similar entities for the benefit of the executive officer or his or her immediate family members. Unvested equity awards or unexercised stock options are not considered qualifying shares under the Stock Ownership Guidelines.

The Compensation Committee believes that our employee compensation policies and programs do not encourage excessive and unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee concluded, in consultation with management and Compensia, that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage employees to take unnecessary or excessive risks, and that the level of risk that they might encourage is not reasonably likely to materially harm our business or financial condition, after considering mitigating controls.

The Compensation Committee has reviewed and discussed the section of this Proxy Statement titled “Compensation Discussion and Analysis” with management. Based on such review and discussion, the Compensation Committee has recommended to the Board that the section titled “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Members of the Compensation Committee

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.

The following table shows for the fiscal years indicated, compensation awarded to or paid to, or earned by our named executive officers.

We entered into employment agreements with Mr. Srinivasan, effective as of January 11, 2024 (the “Srinivasan Agreement”), Mr. Steinfort, effective as of November 15, 2022 as amended on September 15, 2023 (the “Steinfort Agreement”), Mr. Saha, effective as of May 22, 2024 (the “Saha Agreement”), and Mr. D’Angelo, effective as of July 18, 2024 (the “D’Angelo Agreement” and, collectively with the Srinivasan Agreement, Steinfort Agreement and Saha Agreement, the “NEO Agreements”). Pursuant to the NEO Agreements, Messrs. Srinivasan, Steinfort, Saha and D’Angelo serve as of our Chief Executive Officer, Chief Financial Officer, Chief Product & Technology Officer and Chief Revenue Officer, respectively. Each of the NEO Agreements continue until terminated by either party.

The Srinivasan Agreement provides for (1) an annual base salary of $600,000; (2) eligibility to earn a target annual bonus of 100% of the annual base salary; and (3) grants of time-based RSUs with a value of $17,000,000 and market-based restricted stock units with a value of $8,000,000.

The Steinfort Agreement provides for (1) an annual base salary of $540,000; (2) eligibility to earn a target annual bonus of 80% of the annual base salary; and (3) an initial sign-on grant and eligibility to receive subsequent annual grants.

The Saha Agreement provides for (1) an annual base salary of $500,000; (2) eligibility to earn a target annual bonus of 80% of the annual base salary (and for fiscal year 2024 the greater of 100% of Mr. Saha’s target annual bonus or the portion of the annual bonus achieved based on the Company’s performance of the relevant objectives and milestones for fiscal 2024); and (3) grants of (i) RSUs with a value of $12,000,000, (ii) RSUs with a value of $3,000,000 and (iii) time-based and performance-based vesting RSUs pursuant to the executive long-term equity performance plan with a minimum value of $1,750,000 and $3,250,000, respectively for fiscal year 2025 and thereafter.

The D’Angelo Agreement provides for (1) an annual base salary of $425,000; (2) eligibility to earn a target annual bonus of 100% of the annual base salary; and (3) grants of (i) RSUs with a value of $4,500,000, (ii) RSUs with a value of $500,000 and (iii) grants pursuant to the executive long-term equity performance plan with a target value of $3,250,000; provided, however, that actual grant value is to be determined by the Board and Compensation Committee at the time of grant.

Grant amounts shown in the above summaries represent the values outlined in each of the NEO Agreements. The values of the equity awards in the NEO Agreements were converted into a number of shares based on an average of our closing price prior to the date of grant. The grant date fair value of each grant as calculated in accordance with ASC Topic 718 are shown in the “Grants of Plan-Based Awards in 2024” table below.

The NEO Agreements also provide for standard benefits provided to our executive officers, including participation in all employee benefit programs, reimbursement for reasonable expenses incurred in the furtherance of the named executive officers’ duties, and severance benefits in the event of a termination without “cause” or for “good reason” (each as defined in the NEO Agreements) as further detailed below under the header “Potential Payments Upon Termination or Change in Control–Current Named Executive Officers.”

The foregoing summaries of the NEO Agreements do not purport to be complete and are qualified in their entirety by reference to each NEO Agreement, which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The following table presents information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2024.