Independent
Tenure on this board
6.8 yrs
Also a director at
Atlassian Corp (TEAM)
4 nominees · 3 ballot items.
Elect four Class III directors; ratify KPMG LLP as independent auditors for fiscal 2026; and approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect four Class III directors (Shona L. Brown, Milan Kovac, Alfred Lin, and Stanley Tang) to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as DoorDash’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of DoorDash’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.
This proposal asks stockholders to cast a non-binding advisory vote approving the overall compensation of DoorDash’s named executive officers as presented in the proxy materials. Management seeks this advisory approval to obtain stockholder feedback on pay practices and to confirm alignment between executive pay and long-term shareholder value. The compensation program emphasized by the board places the majority of pay at risk through equity, uses multi-year RSU vesting schedules, and includes a performance-based CEO award with demanding stock-price hurdles; other NEOs received RSUs sized by role and performance. The board and the people & compensation committee oversee pay design, used an independent advisor (Semler Brossy), and reference a peer group for competitiveness, arguing these governance features mitigate excessive risk-taking. Company context relevant to this vote includes strong 2025 operating results (positive GAAP net income, growth in GOV and revenue) and recent vesting of two tranches of the CEO’s 2020 performance award, which demonstrate pay linked to sustained share-price performance. Management notes prior strong shareholder support (over 95% approval in 2025) and states it will consider the vote outcome when setting future compensation. Because the vote is advisory, the board cannot be compelled to change pay but treats the result as an important input for future compensation decisions and shareholder engagement. Given the program’s heavy weighting to long-term equity, the board’s recommendation for a “FOR” vote is grounded in its view that the structure aligns executives’ interests with long-term stockholder returns while retaining and incentivizing key leaders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SC US (TTGP), LTD. | 7.13% | 31,081,037 | $4.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.38% | 23,455,088 | $3.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.78% | 16,451,483 | $2.5B |
| 4 | STATE STREET CORP | 3.58% | 15,596,211 | $2.3B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.98% | 12,966,439 | $1.9B |
| 6 | BlackRock, Inc. | 2.36% | 10,300,920 | $1.5B |
| 7 | MORGAN STANLEY | 2.24% | 9,741,858 | $1.5B |
| 8 | Capital World Investors | 1.89% | 8,240,413 | $1.2B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 7,763,392 | $1.2B |
| 10 | BlackRock, Inc. | 1.75% | 7,614,376 | $1.1B |
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