Trade Desk Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class I directors (Jeff T. Green and Andrea L. Cunningham) to serve three-year terms expiring in 2029.

2. 2

   Non-Binding, Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   This proposal requests an annual, non-binding advisory vote from stockholders to approve the compensation disclosed for the Company’s named executive officers (NEOs). Management is submitting the proposal to satisfy Section 14A of the Exchange Act and to continue the Company’s practice of soliciting investor feedback on pay; starting at this meeting the board changed its cadence to hold Say-on-Pay annually. The disclosed compensation mix emphasizes a pay-for-performance philosophy: significant long-term equity awards (time‑based RSAs and options and a large 2021 CEO Performance Option tied to stock price and relative TSR), annual cash incentives tied primarily to revenue performance, and governance safeguards including an independent compensation committee, an independent compensation consultant, clawback policy, stock ownership guidelines, and prohibitions on hedging and pledging. Management frames the program as aligning executives with long-term stockholder value through multi-year vesting and performance-linked instruments; the compensation committee also considered peer benchmarking and specific incentive formulas used in 2025 (revenue-based quarterly cash incentives plus a Q4 supplemental plan). Because the vote is advisory, the board is not legally bound by the outcome, but it commits to consider significant adverse voting results and engage with stockholders to address concerns. From a governance perspective, the presence of the long‑dated CEO Performance Option (with high stock price tranches and TSR modifiers) is material: it strongly ties CEO upside to sustained market outperformance but can create concentrated wealth if targets are met; the annual equity and cash plans provide recurring alignment but depend on grant sizes and vesting schedules that are front‑loaded toward retention. Key risks that an analyst should assess include whether pay delivery is overly back‑loaded into equity that may vest despite short‑term operational underperformance, the transparency and rigor of target-setting (e.g., revenue thresholds and supplemental Q4 incentives), and potential dilution from large equity pools. The board’s recommendation to vote FOR is grounded in its view that the program’s mix, governance controls, and historical pay‑for‑performance outcomes appropriately incentivize management to create long‑term shareholder value while providing mechanisms to respond to stockholder concerns.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Trade Desk Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Trade Desk Inc 2026 annual meeting?

Trade Desk Inc (TTD) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Trade Desk Inc 2026 meeting?

The record date for the Trade Desk Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Trade Desk Inc's 2026 meeting?

The board is presenting 2 director nominees at the Trade Desk Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Trade Desk Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Trade Desk Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.